Order: In the Matter of Electrovaya Inc. and Sankar Das Gupta

IN THE MATTER OF
ELECTROVAYA INC. AND SANKAR DAS GUPTA

Philip Anisman, Commissioner and Chair of the Panel
William Furlong, Commissioner
Frances Kordyback, Commissioner

June 30, 2017

ORDER
(Subsection 127(1) of the
Securities Act, RSO 1990, c S.5)

THIS APPLICATION, made jointly by Staff of the Commission and Electrovaya Inc. (“Electrovaya”) and Dr. Sankar Das Gupta (“Das Gupta” and, together with Electrovaya, the “Respondents”) for approval of a settlement agreement dated as of June 29, 2017 (the “Settlement Agreement”), was heard on June 30, 2017 at the offices of the Commission, at 20 Queen Street West, 17th Floor, Toronto, Ontario;

ON READING the Statement of Allegations dated June 28, 2017, the Settlement Agreement, an undertaking of the Respondents dated as of June 29, 2017 attached as Annex I to this Order and the terms of consultant review attached as Annex II to this Order, and on hearing the submissions of the representatives of the Respondents and Staff;

IT IS ORDERED THAT:

1. the Settlement Agreement be approved;
2. Electrovaya submit to a review by Hansell LLP (the “Consultant”) of: (a) Electrovaya’s corporate governance framework, including the position and role of the Chair of its Board of Directors and the composition of its Disclosure Committee; (b) Electrovaya’s disclosure policies; and (c) the policies, processes, reports and systems related to Electrovaya’s disclosure controls and procedures; and institute such changes as may be recommended by the Consultant and accepted by Staff in accordance with the process set forth in Annex II to this Order, pursuant to paragraph 4 of subsection 127(1) of the Act;
3. Das Gupta be reprimanded pursuant to paragraph 6 of subsection 127(1) of the Act;
4. Das Gupta be prohibited from becoming or acting as a director or officer of any reporting issuer, other than Electrovaya or an affiliate, for a period of one year commencing on the date of this Order, pursuant to paragraph 8 of subsection 127(1) of the Act; and
5. Das Gupta exclusively pay an administrative penalty in the amount of $250,000, pursuant to paragraph 9 of subsection 127(1) of the Act, which amount shall be designated for allocation or use by the Commission in accordance with subsection 3.4(2)(b) of the Act.