Pawan Hans Sale: Cayman Islands company in winning bid allegedly fronted for notorious businessman from Zimbabwe

Caption: Pawan Hans Helicopter | Photo courtesy: Pawan hans Helicopters / Jal Hans | Facebook

On 16 May, these reporters published in The Wire and NewsClick an article investigating the antecedents of a consortium of three companies that came together to set up Star9 Mobility Solutions Private Limited, which was announced as the winner of the auction to acquire Pawan Hans Limited, the public-sector helicopter service provider. The article pointed out that little information was available in the public domain about the Cayman Islands registered Almas Global Opportunity Fund (AGOF), the largest stakeholder in Star9 Mobility.

In this report, we detail the association between AGOF and Kudakwashe Tagwirei, a controversial businessman from Zimbabwe who has been sanctioned by the governments of the United States of America and the United Kingdom. For several years, AGOF acted on behalf of Tagwirei and continued to do so even after sanctions were imposed on him.

Caption: Kudakwashe Regimond Tagwirei | Pic courtesy: www.ft.com

Described as Zimbabwe’s “Queen Bee,” Tagwirei is an adviser to Zimbabwean President Emmerson Mnangagwa and is said to be close to the ruling ZANU-PF (Zimbabwe African National Union-Patriotic Front). In a report in the Daily Maverick, a South African newspaper, former Zimbabwean Finance Minister Tendai Bitihas described Tagwirei as a person who controls that country’s food industry, 60% of its gold mines, two of its largest banks, and its sole gold refinery. Announcing the imposition of sanctions on Tagwirei in August 2020, the then US Secretary of State Mike Pompeo described him as a “notoriously corrupt businessman” who had assisted “senior Zimbabwean government officials involved in public corruption.”

Tagwirei and his wife own Sakunda Holdings which started by retailing fuel before diversifying its operations. Before Robert Mugabe stepped down as President of Zimbabwe in 2017 and soon after Mnangagwa became the country’s President, Sakunda received more than $1.6 billion (that was 9.1% of Zimbabwe’s GDP in 2017) worth of " target="_blank" rel="noopener">government contracts and procurement deals in sectors such as oil, minerals, banking, logistics, transportation, and foreign trade. The company has associates in South Africa, Singapore, Mauritius, and the Cayman Islands and has bank accounts in Switzerland. The web of offshore entities that supports Tagwirei’s business empire prominently includes AGOF, the majority stakeholder in the Pawan Hans privatisation deal.

How Almas Global acted for Tagwirei

From 2019 onwards, Sotic International Ltd, a Mauritius-registered trading company, went on a “mine-buying spree” in Zimbabwe, reported the Financial Times. Sotic was Tagwirei’s holding company where his accumulated wealth was allegedly hidden. In July 2021, The Sentry, a US-based anti-corruption not-for-profit organisation, released a report on Tagwirei’s alleged illegal activities (including money laundering), in which AGOF’s role has been elaborated on. According to The Sentry and various reports published by Bloomberg and the Financial Times in 2021, AGOF holds the majority stake in Sotic on behalf of Tagwirei.

The Sentry reported that Capital Horizons, a Mauritius based financial advisory firm with Magalingam Reddy and Shaan Kundomal at its helm, advised and helped Tagwirei create a complicated corporate structure to avoid scrutiny by banks and regulators. On the advice of Shaan, in October 2019, Sotic issued 9,000 convertible debentures to AGOF. Capital Horizons then arranged a subscription agreement and an assignment deed between Tagwirei and AGOF, which then sent $8.4 million to Sotic to acquire a 65 per cent stake in the company.

The chart above has been extracted from the report by The Sentry. It describes AGOF’s links with Sotic International.

AGOF’s representative refused to comment on the transaction to Bloomberg and stated: “As per the legal obligations which the fund has to abide, it cannot comment on any of its relationships in any manner whatsoever. We can confirm that the fund is committed to being responsible in all its legal and compliance obligations as a financial entity and adheres to all local and international laws.”

Interestingly, this is the same stand that AGOF took in the National Company Law Tribunal while refusing to disclose its source of funds and its subscribers or actual beneficiaries, which was elaborated on in our earlier article. In a subsequent email response to Bloomberg, AGOF said it has investors from the Persian Gulf, Latin America and India but refused to disclose their identities citing legal restrictions.

Amardeep Sharma, the managing director of AGOF, responded to the Financial Times, stating: “There is no relationship between the subscriber and the investee company in fund investments, and the fund cannot assign assets to individuals. To the best of my knowledge, does not control Sotic.”

AGOF supported Tagwirei even after US sanctions

On 5 August 2020, the US government sanctioned Tagwirei for utilising “his relationships with high-level Zimbabwean officials to gain state contracts and receive favoured access to hard currency, including US dollars.” In turn, Tagwirei allegedly “provided expensive cars to senior government officials.” An audit report prompted a parliamentary inquiry in 2019, which revealed that the Zimbabwean government had failed to account for about $3 billion disbursed under agriculture programmes championed by President Mnangagwa and largely financed by Sakunda Holdings. Soon after the US sanctions, the government of the United Kingdom also imposed sanctions on Tagwirei.

After sanctions were imposed by the US government, Tagwirei and the Zimbabwe government made various moves. The Sentry has disclosed a letter sent by Sotic in August 2020 to the directors of AGOF and another entity called Pfimbi Limited (that holds Sotic’s 35% of shares) to consider a proposal to set up a Zimbabwe-based subsidiary that would hold Sotic’s mining assets. The letter added that this was on account of the “negative press” received and because of the “increased international scrutiny” on Sotic.

In December 2020, the Zimbabwean government announced the formation of a public-private partnership company, Kuvimba Mining House Limited, that would hold some of Zimbabwe’s most valuable gold, platinum, chrome and nickel mines. The revenue generated by this firm was to be used to revive the country’s moribund economy and create a “safer platform” that would avoid the effects of the US sanctions.

Shareholding Pattern of Ziva Resources, Published by the Sentry

The Zimbabwean government-owned Herald quoted the country’s Finance Minister saying that the government holds 65% of Kuvimba through various government funds and other entities, while 35% is with Ziwa Investments, the Zimbabwean subsidiary of a Mauritius-registered company named Quorus. The government in Harare vehemently denied that Tagwirei had any involvement with Kuvimba.

The Sentry report noted that, surprisingly, the name of Kuvimba did not appear in the company registry of the government of Zimbabwe. Ziwa Investments, too, did not appear in the company records of the Mauritius government. However, an entity named Ziwa Resources did appear in the Mauritius government’s records. Interestingly, 65% of Ziwa Resources was owned by Almas Global Opportunity Fund, and the rest was in the hands of the Zimbabwe-registered Pfimbi Resources, whose directors were Tagwirei and his wife. It also turned out that Quorus and Ziwa Resources had the same directors, and they were closely associated with Tagwirei.

Infographic published in The Sentry’s report explains AGOF’s connection with the US sanctioned businessman in 2021.

In October 2021, the Financial Times quoted AGOF’s representative saying that Tagwirei doesn’t own shares in the fund anymore and that Almas was trying to get out of its investments in Zimbabwe. In a detailed recorded interview to this reporters on 27 May, Amardeep Sharma said that AGOF is still trying to exit its investments in Zimbabwe.

How much did the Indian government know?

On 16 May, the day we published our investigation into the antecedents of the buyers of Pawan Hans, various publications and websites reported that the privatisation of Pawan Hans had been “put on hold” by the Indian government. The reports added that the Department of Investment and Public Asset Management (DIPAM) in the Ministry of Finance was conducting a legal examination of an adverse order against AGOF by the NCLT (National Company Law Tribunal) that our previous report covered in detail and that the “letter of award” to the winning bidder, Star9 Mobility, would be issued only after the examination was concluded.

On 18 May, it was reported that AGOF would challenge the NCLT order in the National Company Law Appellate Tribunal (NCLAT), saying that the NCLT order was “abrupt and a bit premature.” The Economic Times quoted the fund’s spokesperson as saying, “AGOF is a fund with a pristine reputation.”

Almas Global’s reputation, however, may not be as pristine as it claims

Was this information known to the Narendra Modi government while it evaluated the bid by Star9 Mobility (in which AGOF holds the largest stake of 49%) to acquire Pawan Hans and found it to be the best and highest offer? Did DIPAM and other agencies of the Indian government that was involved in the evaluation of the bids know the identities of the real investors and ultimate beneficiaries of AGOF? Does Almas Global still have links to Tagwirei? Did the other two partners in the Star9 Mobility consortium – Maharaja Aviation Private Limited and Big Charter Private Limited – know about the source of funds for AGOF?

This is not the first time a disinvestment exercise of the Government of India has come under scrutiny after completion of the process because of allegations against the reputation of the winning bidder. In January this year, the government had pulled the brakes on the privatisation of Central Electronics Limited (CEL) after its employees’ union moved court against the sale of the company to a little-known firm.

Did the government violate its own norms?

There are two government documents that suggest that allowing the sale of Pawan Hans to Star9 Mobility would constitute a violation of government rules.

The first is in an Office Memorandum issued by the Government’s Ministry of Disinvestment in 2001 (the ministry was shut down and merged into the Finance Ministry in 2004 as an independent department, which is now named the Department of Investments and Public Asset Management or DIPAM). The memorandum, which is included as a part of a DIPAM document titled “Guidelines for Qualifications of Bidders” applies generally to all disinvestments of government owned enterprises.

The memorandum (No. 6/4/2001-DD-II dated 13 July 2001) states that “any conviction by a Court of Law or indictment/adverse order by a regulatory authority that casts doubt on the ability of the bidder to manage the public sector unit when it is disinvested, or which relates to a grave offence” would disqualify a bidder in the disinvestment of a public sector enterprise. The memorandum adds that an appeal against such an adverse order would not overturn the disqualification as long as the appeal is pending.

On this ground alone, the order by the NCLT appears to fit the criteria of being an adverse order by a regulatory body that casts doubt on the ability of Almas Global to manage Pawan Hans. That Almas Global has announced that it will appeal the order before the NCLAT should not affect its potential disqualification. According to the procedure laid out in the memorandum, the government has to send a show-cause notice to Almas Global asking why it should not be disqualified from bidding for Pawan Hans.

Then comes the issue of financial eligibility. The government has not yet clarified whether Star9 Mobility was an eligible bidder before it was declared the winning bidder. The preliminary information memorandum for inviting expressions of interest in the “strategic disinvestment” of shares of the government of India in Pawan Hans stated that “Alternative Investment Funds (AIF) registered with (the Securities and Exchange Board of India) SEBI as per SEBI (Alternative Investment Funds) Regulations, 2012 are eligible to participate in the bid provided the concerned AIF has obtained “all statutory approvals” from the relevant ministry in the government of India, the Foreign Investment Promotion Board, the Directorate General of Civil Aviation, the Reserve Bank of India and so on.

An excerpt from the Preliminary Information Memorandum of Pawan Hans Limited. The document lists the eligibility criteria for the IBs

An additional criteria for AIFs is the definition of its net worth. While the bid conditions demanded that the collective net worth of the winning bidder be more than Rs. 300 crore, in the case of the Star9 Mobility Consortium, the net worth requirement had to be entirely covered by Almas Global’s net worth, as we detailed in our previous article. In clarifications that have appeared in the media quoting anonymous government officials, it has been reported that Almas Global provided documentation of its net worth being Rs. 691 crore.

However, the eligibility criteria state that in the case of an AIF, “net worth shall be substituted by maximum permissible investment limit for that particular AIF in a single investee entity.” This limit would be “considered as per independent chartered accountant/statutory auditor’s certificate not older than 3 months” from the date of the issue of the preliminary information memorandum.

Almas Global Opportunity Fund claims to be an Alternative Investment Fund (AIF). However, as of the night of 26 May, Almas Global’s name cannot be found in SEBI’s list of registered AIFs. How then did the government allow a non-registered AIF to participate in the bid? How did the government arrive at a figure for Almas Global’s maximum permissible investment limit? Who was the independent chartered accountant/statutory auditor that issued a certificate of this investment limit for Almas Global? Was the “statutory auditor” determined based on the statutes of the Cayman Islands (where Almas Global is registered), or as per India’s statutes?

As of 26 May 2022, Almas Global Opportunity Fund is not among the registered AIFs on the SEBI’s website

To sum up, Almas Global and the Star9 Mobility consortium of which it is the lead member may have faced disqualification as a bidder for Pawan Hans on account of an adverse order against it, and may not have been eligible in the first place due to not being registered as an AIF. Did Almas Global get special preference? If it did, was this not against the norms set by the government? Who recommended and approved such preferential treatment?

We sent ten questionnaires by email at noon on 25 May to the following individuals for a response:

1. Union Minister of Civil Aviation Jyotiraditya Scindia
2. Secretary, Civil Aviation, Pradeep Singh Kharola
3. Union Minister of Finance and Corporate Affairs Nirmala Sitharaman
4. Minister of State for Finance and Corporate Affairs Pankaj Choudhary
5. Finance Secretary Dr TV Somanathan
6. Minister for Road Transport and Highways Nitin Gadkari (who, along with Sitharaman and Scindia is a member of the Cabinet Committee on Economic Affairs that approved Star9 Mobility’s bid for Pawan Hans)
7. Secretary, Department of Investment and Public Asset Management, Ministry of Finance, Tuhin Kanta Pandey
8. Captain Sanjay Mandavia of Big Charter
9. Sumit Sawhney of Maharaja Aviation
10. Amardeep Sharma of Almas Global Opportunity Fund

Response from Amardeep Sharma

At around 4 pm on the same day, Amardeep Sharma, who is based in Dubai, responded by contacting one of the authors over the phone. Sharma said that Almas Global Opportunity Fund has received the necessary regulatory clearances for the Pawan Hans deal, and that the fund has nothing to do with Tagwirei of Zimbabwe. Sharma added that he is confident of acquiring a controlling interest in Pawan Hans Limited, and that he would make it into a better company and employ many more people. Sharma said being from a small town in India (Korba, Chhattisgarh), he is a patriot, and wants India to receive foreign investments.

In a subsequent written response Sharma added the following statements :

“Almas Capital Limited is the 100% management shareholder and the Fund Manager of Almas Global Opportunity Fund. Almas Global Opportunity Fund has around USD 550 million worth of assets under management, and it has invested across the globe including exposure in the Indian markets. It has a substantial amount of liquid assets (market securities). I would disagree ,..Almas Global opportunity fund is more than 4 years old, a broad-based, well-diversified fund, and has invested across the globe in multiple asset classes, which has huge exposure in India.

I am not part of Almas Capital Limited or Almas Global Opportunity Fund anymore. Almas Global Opportunity Fund has two directors as required by the Cayman Islands. Almas Capital Limited manages the Fund. Vishal Rana is the director of Almas Capital Limited. AGOF has no relationship with Mr Kudakwashe Tagwirei, as he is not a subscriber of the Fund. The Fund has stringent compliance and code of conduct policies for its subscribers. We are in the process of exiting from Ziwa resources. We have not and cannot disclose the subscribers’ names as such information is confidential. We are a private fund. We are not a Foreign Portfolio Investment (FPI) company or fund, so we don’t have to be registered with SEBI. The Foreign Portfolio Investment Companies get registered with SEBI.”

After his written response, Sharma consented for an interview via video-conferencing. The full edited transcript of our interview with Sharma will be published shortly in The Probe.

Ministry of Civil Aviation seeks response from DIPAM

While we did not receive any answers to the questions we sent to government officials and ministers, at around 10:20 am on May 27, one of the authors was CC-ed on an email sent by an official in the Ministry of Civil Aviation to officials in the DIPAM and to employees of SBI Capital Markets. (SBI Capital Markets has been appointed as the transaction adviser for the entire process of disinvestment of Pawan Hans) The email forwarded to the DIPAM and SBI Capital Markets officials has the questionnaire sent by one of us to the secretary of the ministry of civil aviation and read:

“Reference trailing email, it is requested to furnish requisite information on the questionnaire...urgently”

No information was furnished by DIPAM or by SBI Capital Markets until publication. This article will be updated as soon as we receive further responses.

The authors are independent journalists