Sec Form 13G Filing - Helion Venture Partners II LLC filing for AZURE PWR GLOBAL LTD SHS (AZREF) - 2021-02-11

Insider filing report for Changes in Beneficial Ownership

  • Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
  • Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
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SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

SCHEDULE 13G

(Rule 13d-102)

 

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT

TO § 240.13d-1(b), (c) AND (d) AND AMENDMENTS THERETO FILED

PURSUANT TO § 240.13d-2

 

Under the Securities Exchange Act of 1934

(Amendment No.     )*

 

Azure Power Global Limited

(Name of Issuer)

 

Equity shares, par value US$0.000625 per share

(Title of Class of Securities)

 

V0393H103

(CUSIP Number)

 

February 3, 2021

(Date of Event Which Requires Filing of this Statement)

 

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

 

o            Rule 13d-1(b)

o            Rule 13d-1(c)

x           Rule 13d-1(d)

 

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

 

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (the “Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 


 

 

CUSIP NO. V0393H103

 

1

NAMES OF REPORTING PERSONS
Helion Venture Partners II, LLC

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(SEE INSTRUCTIONS)                                                                                     (a)          
o            (b)           o

 

3

SEC USE ONLY

4

CITIZENSHIP OR PLACE OF ORGANIZATION
Mauritius

 

NUMBER OF SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH

5

SOLE VOTING POWER
2,220,205
(1)

6

SHARED VOTING POWER
0

7

SOLE DISPOSITIVE POWER

2,220,205(1)

8

SHARED DISPOSITIVE POWER
0

 

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON

2,220,205(1)< /font>

10

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)                                                                    
o

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
4.7%(2)

12

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
CO

 


(1)         Represents 2,220,205 equity shares held by Helion Venture Partners II, LLC, as further disclosed in Item 4.

 

(2)         This percentage is calculated based on 47,650,750 equity shares issued and outstanding as of March 31, 2020, as reported in the Issuer’s annual report on Form 20-F for the fiscal year ended December 31, 2019.

 

2


 

CUSIP NO. V0393H103

 

1

NAMES OF REPORTING PERSONS
Helion Investment Management, LLC

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(SEE INSTRUCTIONS)                                                                                     (a)          
o            (b)           o

 

3

SEC USE ONLY

4

CITIZENSHIP OR PLACE OF ORGANIZATION
Mauritius

 

NUMBER OF SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH

5

SOLE VOTING POWER
2,220,205
(1)

6

SHARED VOTING POWER
0

7

SOLE DISPOSITIVE POWER

2,220,205(1)

8

SHARED DISPOSITIVE POWER
0

 

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON

2,220,205(1)                                                                                                                                      

10

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)                                                                    
o

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
4.7%(2)

12

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
CO

 


(1)         Represents 2,220,205  equity shares held by Helion Venture Partners II, LLC, which is controlled by Helion Investment Management, LLC, as further disclosed in Item 4.

 

(2)         This percentage is calculated based on 47,650,750 equity shares issued and outstanding as of March 31, 2020, as reported in the Issuer’s annual report on Form 20-F for the fiscal year ended December 31, 2019.

 

3


 

CUSIP NO. V0393H103

 

1

NAMES OF REPORTING PERSONS
SA Holdings Global Ltd

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(SEE INSTRUCTIONS)                                                                                     (a)          
o            (b)           o

 

3

SEC USE ONLY

4

CITIZENSHIP OR PLACE OF ORGANIZATION
British Virgin Islands

 

NUMBER OF SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH

5

SOLE VOTING POWER
2,220,205
(1)

6

SHARED VOTING POWER
0

7

SOLE DISPOSITIVE POWER

2,220,205(1)

8

SHARED DISPOSITIVE POWER
0

 

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON

2,220,205(1)                                                                                                                                      

10

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)                                                                    
o

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
4.7%(2)

12

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
CO

 


(1)         Represents 2,220,205 equity shares held by Helion Venture Partners II, LLC, which is controlled by Helion Investment Management, LLC, which is in turn controlled by SA Holdings Global Ltd, as further disclosed in Item 4.

 

(2)         This percentage is calculated based on 47,650,750 equity shares issued and outstanding as of March 31, 2020, as reported in the Issuer’s annual report on Form 20-F for the fiscal year ended December 31, 2019.

 

4


 

CUSIP NO. V0393H103

 

1

NAMES OF REPORTING PERSONS
Sanjeev Aggarwal

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(SEE INSTRUCTIONS)                                                                                     (a)          
¨            (b)           ¨

 

3

SEC USE ONLY

4

CITIZENSHIP OR PLACE OF ORGANIZATION
India

 

NUMBER OF SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH

5

SOLE VOTING POWER
2,220,205
(1)

6

SHARED VOTING POWER
0

7

SOLE DISPOSITIVE POWER

2,220,205(1)

8

SHARED DISPOSITIVE POWER
0

 

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON

2,220,205(1)                                                                                                                                      

10

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)                                                                    
¨

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
4.7%(2)

12

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IN

 


(1)         Represents 2,220,205 equity shares held by Helion Venture Partners II, LLC, which is controlled by Helion Investment Management, LLC, which is in turn controlled by SA Holdings Global Ltd, which is in turn wholly owned by Mr. Sanjeev Aggarwal, as further disclosed in Item 4.

 

(2)         This percentage is calculated based on 47,650,750 equity shares issued and outstanding as of March 31, 2020, as reported in the Issuer’s annual report on Form 20-F for the fiscal year ended December 31, 2019.

 

5


 

CUSIP NO. V0393H103

 

Item 1(a)

Name of Issuer:

 

 

 

Azure Power Global Limited

 

 

Item 1(b)

Address of Issuer’s principal executive offices:

 

 

 

c/o AAA Global Services Ltd., 1st Floor, The Exchange 18 Cybercity, Ebene, Mauritius

 

 

Items 2(a)

Name of Reporting Persons filing:

 

 

 

(i) Helion Venture Partners II, LLC,

 

(ii) Helion Investment Management, LLC,

 

(iii) SA Holdings Global Ltd, and

 

(iv) Sanjeev Aggarwal

 

(collectively, the “Reporting Persons”).

 

 

Item 2(b)

Address or principal business office or, if none, residence:

 

 

 

(i) Helion Venture Partners II, LLC –33, Edith Cavell Street, Port Louis, Mauritius

 

(ii) Helion Investment Management, LLC – 33, Edith Cavell Street, Port Louis, Mauritius

 

(iii) SA Holdings Global Ltd – Palm Grove House, P.O. Box 438, Road Town Tortola, British Virgin Islands

 

(iv) Sanjeev Aggarwal – F-1/10, DLF Phase I, Arjun Marg, Gurugram – 122002, Haryana, India

 

 

Item 2(c)

Citizenship:

 

 

 

(i) Helion Venture Partners II, LLC — Mauritius

 

(ii) Helion Investment Management, LLC — Mauritius

 

(iii) SA Holdings Global Ltd — British Virgin Islands

 

(iv) Sanjeev Aggarwal — India

 

 

Item 2(d)

Title of class of securities:

 

 

 

Equity shares, par value US$0.000625 per share

 

 

Item 2(e)

CUSIP No.:

 

 

 

V0393H103

 

 

Item 3

If this statement is filed pursuant to §§240.13d-1(b), or 240.13d-2(b) or (c), check whether the persons filing is a:

 

 

 

Not applicable.

 

 

Item 4

Ownership

 

 

 

The following information with respect to the ownership of equity shares of the Issuer by the Reporting Persons filing this statement on Schedule 13G was provided as of February 3, 2021.

 

Reporting Persons

 

Amount
beneficially
owned

 

Percent of
Class
(1)

 

Sole Voting
Power

 

Shared
Voting
Power

 

Sole
Dispositive
Power

 

Shared
Dispositive
Power

 

Helion Venture Partners II, LLC

 

2,220,205

(2)

4.7

%

2,220,205

 

0

 

2,220,205

 

0

 

Helion Investment Management, LLC

 

2,220,205

(2)

4.7

%

2,220,205

 

0

 

2,220,205

 

0

 

SA Holdings Global Ltd

 

2,220,205

(2)

4.7

%

2,220,205

 

0

 

2,220,205

 

0

 

Sanjeev Aggarwal

 

2,220,205

(2)

4.7

%

2,220,205

 

0

 

2,220,205

 

0

 

 

6


 


(1)                Calculation is based on 47,650,750 equity shares issued and outstanding as of March 31, 2020, as reported in the Issuer’s annual report on Form 20-F for the fiscal year ended December 31, 2019.

 

(2)                Represents 2,220,205 equity shares held by Helion Venture Partners II, LLC, whose principal address is 33, Edith Cavell Street, Port Louis, Mauritius. Helion Venture Partners II, LLC is controlled by Helion Investment Management, LLC by holding Class D shares of, and the power to change the composition of the board of directors of, Helion Venture Partners II, LLC. Helion Investment Management, LLC is in turn controlled by SA Holdings Global Ltd as the controlling shareholder. SA Holdings Global Ltd is in turn wholly owned by Mr. Sanjeev Aggarwal. Pursuant to Section 13(d) of the Securities Exchange Act of 1934, as amended, and the rules promulgated thereunder, each of Helion Investment Management, LLC, SA Holdings Global Ltd and Mr. Sanjeev Aggarwal may be deemed to beneficially own all of the shares of the Issuer owned by Helion Venture Partners II, LLC. Mr. Sanjeev Aggarwal disclaims beneficial ownership of the shares held by Helion Venture Partners II, LLC, except to the extent of his pecuniary interests therein.

 

Item 5

Ownership of Five Percent or Less of a Class

 

 

 

If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than 5 percent of the class of securities, check the following [X].

 

 

Item 6

Ownership of More than Five Percent on Behalf of Another Person

 

 

 

Not applicable.

 

 

Item 7

Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person

 

 

 

Not applicable.

 

 

Item 8

Identification and Classification of Members of the Group

 

 

 

Not applicable.

 

 

Item 9

Notice of Dissolution of Group

 

 

 

Not applicable.

 

 

Item 10

Certifications

 

 

 

Not applicable.

 

7


 

CUSIP NO. V0393H103

 

SIGNATURES

 

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in the attached statement on Schedule 13G is true, complete and correct.

 

Dated: February 11, 2021

 

 

Helion Venture Partners II, LLC

 

 

By:

/s/ Dourvesh Kumar Chumun

 

Name:

Dourvesh Kumar Chumun

 

Title:

Director

 

 

 

Helion Investment Management, LLC

 

 

By:

/s/ Kamila Vythilingum

 

Name:

Kamila Vythilingum

 

Title:

Director

 

 

 

SA Holdings Global Ltd

 

By: Chronos Ltd., its Director

 

 

By:

/s/ Dourvesh Kumar Chumun

 

/s/ Kamalam Pillay Rungapadiachy

 

Name:

Dourvesh Kumar Chumun & Kamalam Pillay Rungapadiachy

 

Title:

Authorized signatories

 

 

 

Sanjeev Aggarwal

 

 

/s/ Sanjeev Aggarwal

 

Name:

Sanjeev Aggarwal

 

 

8


 

CUSIP NO. V0393H103

 

LIST OF EXHIBITS

 

Exhibit No.

 

Description

99.1

 

Joint Filing Agreement

 

9