The Probe Exclusive: Will Star9 Mobility Acquire Pawan Hans?

by Ravi Nair, Abir Dasgupta & Paranjoy Guha Thakurta

On 16 May, it was reported that the privatisation of the government-owned helicopter service provider Pawan Hans Limited had been “put on hold.” Just 17 days earlier, on April 29, the government had declared Star9 Mobility Solutions Private Limited’s Rs 211 crore bid as the winning bid for the government’s 51% stake in the helicopter company.

On the day reports that the deal had been put on hold appeared, these reporters had 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. The article had 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, and that there were doubts about whether AGOF met the eligibility criteria laid out by the government to participate in the bidding, and that an adverse order had been passed against AGOF by the National Company Law Tribunal (NCLT) shortly before Star9 Mobility’s selection as the winning bidder.

 

On May 28, these reporters published in The Probe an article delving deeper into the antecedents of AGOF. In that article, we detailed the links between AGOF and a controversial Zimbabwean businessman Kudakwashe Tagwirei. The report described how AGOF had allegedly acted as a front for Tagwirei to channel his funds and that AGOF had allegedly continued to do so after Tagwirei was sanctioned by the governments of the United States of America and the United Kingdom. The article further pointed out that two government documents suggest that allowing the sale of Pawan Hans to Star9 Mobility would constitute a violation of government rules – due to the adverse order by the NCLT against AGOF and due to AGOF appearing to not meet the eligibility criteria to bid for Pawan Hans.

 

The Ministry of Civil Aviation sought a response from the Department of Investment and Public Asset Management (DIPAM) to questions that we sent prior to publishing our second article on Pawan Hans, but we have not received any responses yet. Since the government’s press release declaring Star9 Mobility the winning bidder, no formal statements have been released by the government. Instead, government officials have been quoted both anonymously and on the record in the media with updates on the status of the deal, suggesting that it had been “put on hold.”

 

Following the publication of our first article, Dubai-based Amardeep Sharma, the owner of Almas Global and its former managing director, agreed to an interview with The Probe that these reporters conducted over video conferencing in three sessions. He confirmed in his interview that the deal has indeed been “put on hold”, and communications were going on between Almas Global and the government. In addition, his detailed interview that lasted for over an hour covered various issues relating to whether Almas Global met the eligibility criteria to bid for Pawan Hans, the NCLT order against it, its alleged connections to Tagwirei, its qualifications to take over and run the helicopter service provider, and other issues. We publish here the full interview with Sharma. The transcript of the interview has been edited for clarity and continuity.

 

In a forthcoming article, we will cover issues that are still outstanding after Sharma’s interview and issues that the government has yet to clarify.

(Transcript follows)

Paranjoy: Thank you for giving us your responses (to our emailed questions).

Amardeep: Why I am here is because the deals which you are talking about happened during my tenure. So, you know, that’s why I know all of these things. The new guys will not be knowing that. That’s why. So, now, things have changed. I am no more with the Almas Capital Limited. As I told you before, I am now with Greenback Capital, which is a DFSA regulated firm. So, I am not allowed to be anywhere… fund manager, managing the third party funds. So, I had to resign. I had to move out.

Paranjoy: Okay and correct me if I am wrong. DFSI is…

Amardeep: DFSA. Dubai Financial Services Authority. That’s the regulator.

Ravi: So, (Almas Capital, Director) Vishal Rana is an NRI or an Indian based in Dubai?

Amardeep: NRI. Yeah.

Ravi: In your replies, you are saying that AGOF (Almas Global Opportunity Fund)… it doesn’t need SEBI (Securities and Exchange Board of India) registration but if we go through the details put out by the government for the eligibility criteria (to bid for Pawan Hans Limited), AGOF has been projected as an Alternative Investment Fund (AIF). It should be registered as per SEBI regulations and AGOF’s name or Almas Capital’s name is not there (in SEBI’s list of registered AIFs).

Amardeep: No. See, internationally… that may be for Indian funds. You see, Alternative Investment Funds are a very Indian specific thing. Global funds are not AIF and all. We have a very different definition. For example, if you look at the Cayman Islands, now in Cayman Islands, we have a segregated portfolio company. That’s an SPC (Segregated Portfolio Company)… So, within a big fund, you can have different strategies, like you know you have a strategy for real estate. So, we have a real estate fund. Like for instance, if we have invested in the (United) States in the real estate side, so, that’s how a real estate fund is. Similarly, this is a private equity fund. That similarly is an Indian fund. Market securities… So, you can actually, in an umbrella fund have different verticals to invest into different geographies or different strategies and that’s how we have done it. So, there’s nothing to do with AIFs and all. For Indian investment, the definition is very clear. Any kind of listed companies, if you are invested in, any listed company, or a listed security, then it has to be an FPI, which is called Foreign Portfolio Investment company or FPI fund which is Foreign Portfolio Investment fund and there are also two kinds of funds. Category 1… category 2 by definition.

Ravi: Amardeep, basically you are saying you have the approvals from RBI for the sectors you are investing in and for every investment you take the approvals.

Amardeep: Yeah. What I am saying is, you don’t need approval for every sector. There are a few sectors where you need an approval and in few sectors, it comes in an automatic route. So, you don’t need it. This is what I am saying.

Ravi: But civil aviation doesn’t come under the completely automatic route, right?

Amardeep: Yeah, government divestment on aviation is an automatic route. I mean, I don’t have to see but of course, if it is then I will check with SBI Caps (SBI Capital Markets) which is the RP. I have to check the papers.

Paranjoy: SBI Caps is what, your resolution professional?

Amardeep: Yeah, so, SBI Caps is the one which is actually working for this divestment deal. So, if (an approval) is required, then I am sure it would have taken. I don’t have the papers right now with me but if this question… you would like to know whether it comes under RBI and whether we have taken an approval, I can give in writing. Within 24 hours I will check with SBI Caps and answer you.

Ravi: But in the case of SBI Caps guidelines, which was put out in December 2020, it put out only 2-3 categories like the Indian companies or the foreign companies which is registered or AIFs. So, you don’t fall in any of these categories.

Amardeep: Ravi ji, I need to give you clarification on this because honestly speaking my technical team has done this work. I am 100% sure of the fact that we cannot get an approval unless we fall in a particular category but this question is a good question. If you can send me a one liner on this, I will actually be able to answer you by looking at my technical papers that why we got this and which category we are falling according to Indian regulation because that part my legal team will be looking at.

Ravi: Do you want me to read the DIPAM (Department of Investment and Public Asset Management) document?

Amardeep: No, no. I understood your question but 100% I am sure of the fact that we fall (under one of the eligible categories to bid for Pawan Hans) but I don’t want to comment on what my technical or legal team has done. So, unless I have the papers in hand… so that I can answer you properly on this.

Ravi: Amardeep, You said this afternoon that you are no more a part of Almas Caps or Almas Global but are you still a part of Almas Trading?

Amardeep: Almas Trading? Yeah yeah. It’s a different company altogether. Yeah, yeah.

Ravi: I just asked you because of the same name. That has nothing to do with these companies..

Amardeep: It’s a very good question Ravi ji. It’s like an emotional thing. I will answer you. This is a very wonderful thing and I feel so good to answer this. You know, when I started the business here in Dubai, I started in the tower called Almas Tower and so when I started that for God’s grace, the first month itself was very good. Things were good. I was also a small time investment banker… freelancing sort of thing. So, the first company I named is Almas and then the second fund I launched is Almas and then I had a trading vertical because I have been trading since ages, being a banker before. I had worked with the ICICI Bank for a long period of time and then I became a trader as well. So, the third company also, I put as Almas Caps International. So, every company I put Almas. Then it was fine. We all came to BFA (Banking and Financial Analysis), DIFC (Dubai International Finance Centre) and you know DIFC was having all kind of regulatory things and we liked this name Greenback. So, we started with Greenback but I had to relinquish my Almas stuff because of the regulatory requirement. However, there is a clear declaration with the DFSA that my other firms such as Almas Caps International, I am still the owner and it’s a very known fact. It’s a declared fact because it's a trading vertical, which I am running.

Paranjay: Okay. Okay. Got you. Ravi, go ahead.

Ravi: In the case of Jupitice (Jupitice Justice Technology Private Limited, in which Almas Capital was reported to have invested $4 million in December 2021), because it was widely publicised when you were in India, in all the leading newspapers like Business Standard or Economic Times or you name it, whoever it is, it was said that it was Almas Capital that invested. When we checked the Almas Capital website, nothing was there. When we checked Greenback’s website, the details of the investment were there and you were projected… in almost all the comments you have given, you have given as the Director or MD of Almas Capital after raising the funds for Jupitice. These are two different entities. Why such a facade or a curtain or a veil?

Amardeep: Yeah, this is quite a funny thing Ravi. First of all, I am so much away from the media. I really don’t want to get into that. I don’t now… See, Guha ji, I didn’t know. So, definitely these are not articles which I put in. This is the promoter of Jupitice… he…

Ravi: But this is where you have given the comments as an MD of Almas Capital.

Amardeep: MD of Almas Capital. That has been written. I just had given a good comment and that comment also I gave once when I visited their company and I saw this great team. It was a fantastic team and stuff like that. It is nice stuff I said and they put that comment and put it as MD and all those things. So, I didn't bother to change those things you know. The reality…

Ravi: I understood. As per your LinkedIn profile, you quit Almas somewhere around 2020. In the middle of 2020-21, right?

Amardeep: Around that time. Because we were tied to DIFC but the process was on. So, actually the process got filled only in 2021.

Ravi: So, that means around 2021, you quit Almas. Right? Almas Capital

Amardeep: Yeah

Ravi: And AGOF, Almas Global Opportunity Fund is a part of Almas Capital. If you quit Almas Capital, and when you were not a part of Almas Global, then how could your name be there everywhere when this stuff (related to the disinvestment of Pawan Hans) came in?

Amardeep: The real thing should be… They should write like this. Almas Global Opportunity Fund has invested and we are thankful to Amardeep Sharma who is SEO (Senior Executive Officer) of Greenback Capital… has advised on this transaction and done the deal. This is the right way of putting things.

Ravi: That means… you mean to say that in the Pawan Hans Limited (PHL) saga whatever happened now… till now, including AGOF taking 49% stake, you had nothing to do with it? That’s what you are saying.

Amardeep: No.

Ravi: You are not a part of Almas.

Amardeep: See, the thing which you are talking about Pawan Hans and EMC (the National Company Law Tribunal has passed strictures against AGOF in a case relating to AGOF acquiring EMC) … happened during my tenure. It hasn’t happened right now. When I am already attached and having worked so hard on this, then I am the one who will take both the goodies and the bad things whatever happened. But definitely, there will be goodies only. That I am 100% sure and have trust on God but I am just telling you, when I had to take the credit, when I had worked on it. So, those deals are not the deals of yesterday. Those deals are long back, for example, EMC deal is 2019 or something right?

Ravi: 2019. Yeah.

Amardeep: Pawan Hans… we were working around 12 months to 18 months now. So, you look at that. Yeah, we have been working hard towards it. I think it is more than a year now. I have to check the exact dates. But it is more than a year. Let me complete this. From the Board Resolution which I can give you, I am still the authorised person for these two deals from Almas Global Opportunity Fund. So, I have a legal document to present that… to these two deals because I have been working on this.

Ravi: Why did Almas choose two obscure companies like Maharaja Aviation and Big Charter? Why didn’t they go ahead with some financially stable and well known companies? In the case of Maharaja Aviation, it made profits only once in its entire tenure of life after incorporation. In the case of Big Charter, it’s almost the same and Big Charter is a new entrant to civil aviation though its Director and MD, the main person behind that, Captain Mandavia, he is a veteran pilot in the aviation… but other than that why did you choose these two obscure companies?

Amardeep: Good, so, you only just said that he is a veteran and you like him. I was wearing at that time Ravi’s hat. I thought, if I had money and I needed experts, do I also need the people with the money or I need the people with the brains. So, I chose brains over money which means when you make a consortium, you have to see the synergy which happens. Synergy is not about taking money from them. Synergy is about taking technology and the wealth of experience from them. It’s not important that you have made losses in your life means that you are going to make losses throughout the lifetime. You can still make profits. It only depends on how good your intention is and how good your expertise are and we think… our technical team thinks that they are quite an expert in their field and they can be very good partners. That is the reason why we chose him…

Ravi: You could have appointed him as the Director in your company, Almas. That would have been much better.

Amardeep: I would have loved to but they didn’t take that offer.

Ravi: You offered him that he can be the Director. Is that what you are saying?

Amardeep: I didn’t make such an offer because it would have been rejected (laughs).

Abir: My only question is, did you have any prior partnership with these two companies, Maharaja and Big Charter?

Amardeep: No.

Abir: Then, can you tell us about the genesis of this partnership?

Amardeep: We… through many friends and families… we met and we discussed things and one after the other things led and this has come up. So, basically, you know, how it happens. Whenever you make an investment decision making, the most important thing is, you should know someone and then somebody should give reference and then when somebody gives reference, you meet them and you discuss things like this… that things are coming and how it looks like and what do you think about it. That’s how the partnership is built in.

Abir: Before this round that started in 2020, the government has tried to disinvest Pawan Hans a couple of times before also. Did you consider the investment at that time?

Amardeep: No.

Abir: So, what made you want to invest in Pawan Hans this time around?

Amardeep: Pawan Hans is in the aviation sector. It is not the first aviation sector (entity) we are invested in. We have prior experience of investing in the aviation sector. My first investment in aviation sector is a gyrocopter making company in Spain and that product we manufactured and made in Airbus itself. So, basically I have done multiple visits to Airbus factories. I met the Directors of Airbus. I still have the investment in aviation. By last week we got the certificate to fly and it’s a gyrocopter of size 600 kgs, which can actually go to 1200 kilometres of range. It is a fantastic aircraft… three seater. Unique in the world, which we are making and my long term plans is that I should bring this technology to India and by bringing to India I will make both Pawan Hans and gyrocopter grow in a bigger way which essentially means that we can have more employment.

Paranjoy: So, Mr. Amardeep Sharma, do you regret your association with the entities with which Mr Kudakwashe Tagwirei of Zimbabwe was associated or connected?

Amardeep: First of all, I do not have any kind of relationship with the concerned person. In fact, my books are so clear there is no such investment or investors or subscriber by this name. So, basically whosoever has given this article, of course, the person has to answer the question... Earlier also, in the past somebody has done so and you can see that no more articles have come… the simple reason is because we have given our evidences and we have actually asked the question that on what basis and grounds somebody is saying that. You know, things cannot be in air. There is no such subscriber called Kudakwashe Tagwirei. It’s … wrong information.

Paranjoy: Our sources are public sources. These are publications that have come out from South Africa… from Zimbabwe… a non-government organisation called The Sentry. It is based on those.

Amardeep: Do you have government sources as well?

Paranjoy: Sorry?

Amardeep: Do you also have government sources sir? Because the government has also given a press release and in the press release, it is clearly mentioned that such person is not at all involved in any kind of investment through any kind of investor and that release if you want sir, I can send it across to you.

Paranjoy: But Mr. Amadeep Sharma, the point I was making is that this person Mr. Tagwirei, not in his personal capacity but the entities that he controls and with his family, his wife in particular and his close association with the Zimbabwean African National Union, these are all information that are all available in the public domain. Now, the government of the United States of America, the government of the United Kingdom (UK), they both have imposed sanctions.

Amardeep: You are talking about a person who is not in my list. Why should I be responding? I am saying, this guy I am not associated with.

Ravi: Does AGOF still have some investments in Ziwa resources?

Amardeep: Yes. It is having Ziwa resources and we are coming out of it. There’s a reason behind it because we are making a lot of losses.

Ravi: Who are the partners of Ziwa Resources in Zimbabwe?

Amardeep: There are multiple. If you want, I will send you the list of it.

Ravi: Other than Pfimbi, anyone else?

Amardeep: No. Pfimbi and us… then we got into Kuvimba. So yeah, Ziwa Resources, these two are coming.

Ravi: That means you are not aware that Pfimbi is owned by Kuda (Kudakwashe Tagwirei) and his wife?

Amardeep: Are you aware of that, Ravi ji?

Ravi: I am aware of that.

Amardeep: Okay, give me an evidence.

Ravi: It’s published in Herald… Zimbabwe Herald. It’s a government controlled newspaper. I can send you the clip.

Amardeep: Or, if I will give you ROC. If I give you the Registrar of Companies where the shareholders are mentioned, then I think you may not be right.

Ravi: So, that means they changed it later. When you started…

Amardeep: When I started, at that time, there is nobody called Kuda (Kudakwashe Tagwirei) … was owner of that. That’s 110% guaranteed. If you want, I have all the registration numbers and everything. Sir, I am a fund. Robust policies I have sir. If something like that will come, my compliance will take it at the first note.

Abir: In the case… at the NCLT Kolkata bench, you submitted an affidavit saying that you cannot provide the financial details of your company on account of Cayman Islands confidentiality laws. At the same time, we have… in the media there are circulating comments from the Indian government saying that this is the net worth of Almas Global. Almas Global has submitted to us documentation about its net worth. How are you able to submit this documentation to the government of India when you are not able to submit it to the NCLT?

Amardeep: Thanks for this question. In NCLT, if you read, it’s not just financial… It says that you have to tell me the name of the investors. Name of the investors is something that I cannot because there’s a confidentiality angle.

Abir: Government of India says that Almas Global has Indian investors. These are public comments made by the DIPAM Secretary. It’s there all over the media.

Amardeep: Who said that Indian investor?

Abir: The DIPAM Secretary and the other senior officials of the DIPAM…

Paranjoy: Mr. Tuhin (Kanta) Pandey…

Abir: He has been quoted as saying that we are sure of Almas Global because it has Indian investors and it has told us what is its net worth. We have documented proof. How can you tell this to them?

Amardeep: No, net worth is the truth. I have to check that what comment they have made and I can’t comment on people’s comment. I can only tell you what you will ask me and I will tell you one thing… Let me just tell you one thing sir what it is… We are a broad based fund which essentially means that we have a large number of subscribers and most of our investments are financial institutions and banks. When I say financial institutions, it means large… either family offices, financial institutions and all. We don’t have direct Indian investment as such and we can’t take Indian. In fact, if you say resident Indian and not NRI then I would say I have zero such investment. What I am doing is, I am bringing the money from international bodies to our Indian… our country so that there is a dollar that will come in.

Ravi: You said that there is no relationship with Zimbabwe’s Tagwirei’s business. Almas had no relation ever. That’s what you said.

Amardeep: Correct.

Ravi: So, as per The Sentry report and the articles published by Financial Times and…

Amardeep: Very good. Let me tell you before you speak sir. Mails have already gone to The Sentry. The discussions are on with The Sentry. God is great. You will see very soon. Everything will be removed from that. You just see that. You just watch that. Proper action has been taken. You see how things will be in the future.

Ravi: I mean, the same things… most of the things have been published by Financial Times and Bloomberg also.

Amardeep: After Financial Times, for so long, nothing has come out. How long has it been since it came? One more thing Ravi ji, so many things have been put in the paper. You can just scroll and keep on reading… keep on reading. The only thing… One thing is missing, which you may not find there. You know, what is that?

Ravi: What is that?

Amardeep: Truth.

Paranjoy: Financial Times and Bloomberg are very very reputed organisations.

Amardeep: You are also very reputed.

Paranjoy: The credibility of the information that Bloomberg puts out or the Financial Times puts out… There is a lot of credibility to what they put out. That’s all I want to say.

Amardeep: Sir, there are a lot of newspapers… extremely high quality newspapers, I don’t have to tell you. You are a journalist but you would have seen that in high quality newspapers, magazines, even on TV, there is a lot of wrong information put in and you know whenever such wrong information comes in, it’s extremely important for those people against whom these kinds of information are put in… to discuss with them. Speak with them and furnish the truth and this is what we have done as an exercise. One thing has happened, you would have observed that nothing is coming. The second thing, you will observe soon that everything will be removed. It’s just The Sentry will remove first and then everything will follow suit. You just wait and watch sir.

Paranjoy: We will also wait and watch.

Ravi: Kuvimba Mining Resources Limited… Ziwa has a stake in that, right?

Amardeep: Yes, yes. Absolutely.

Ravi: And… whenever you invest in a company, don’t you check who else are the other partners or major stakeholders in that company?

Amardeep: In which company, you are saying?

Ravi: Ziwa has invested in Kuvimba, right?

Amardeep: Right. So there’s always been investment. There’s an entire process. I think what I will do is, I will send you the structure chart of Kuvimba. Maybe, you will have a lot of deeper knowledge on that. So, we will explain to you a structure chart. You will see… how it is. The guy you are talking about is not linked to any of the companies directly or indirectly in Kuvimba Mine. Kuvimba Mine has issued a press release and has clearly mentioned that this person is not there as an investor in any of these companies.

Paranjoy: You are talking about Mr Tagwirei.

Amardeep: Yeah, you are also talking about the same guy.

Ravi: Is it?

Amardeep: If you want to see that press release of Kuvimba, I am very happy to share it with you. It is a public thing.

Paranjoy: Alright please share it or else give us the link.

Ravi: In the case of Sotic International… On 31st of August, Sotic International sent a letter to the Directors of Almas and the Directors of Pfimbi on 31st August 2020 asking you to restructure the company.

Amardeep: Restructure the company? To us?

Ravi: Yes, you need the copy of the letter from Sotic to the Directors of Almas?

Amardeep: Yeah, send me.

Ravi: They marked a copy to Capital Horizons Limited and the Company Secretary. I am reading it for you. “Respected shareholders. Regarding company restructure. The executive management of the company has taken note of the increased negative press the company has been subjected to over the past weeks. While we wish to reassure you that we are taking the necessary steps to address the unwarranted and adverse media that the company has been subjected to. It would nonetheless appear that despite the ongoing action, the brand value of the company has been tarnished. This may be due to but not limited to the factors listed below. 1. The majority of the company’s subsidiaries are Zimbabwean, which is a highly political and volatile jurisdiction. 2. The company is registered in Mauritius. At the time of its set-up, Mauritius was a white list jurisdiction but since 2019, it has been included on the FATF (Financial Action Task Force) grey list and ultimately been put on a black list by (the European Union) EU. Since that time Mauritius has been portrayed as a tax haven and is seen as a means of preventing the African continent from receiving rightful tax receipts. The Republic of Zambia, recently, unilaterally cancelled its double taxation agreement with Mauritius on the ground that mining companies were used in Mauritius to avoid corporate taxation in Zambia. As you are aware, the company’s mining assets in Zimbabwe are operating as well as can be expected despite the lack of funding over a prolonged period.”

Amardeep: Sir, one minute. Where is Kuda (Kudakwashe Tagwirei) in all this? Where is Kuda? Where is Kuda?

Ravi: Sotic is Kuda’s company, right?

Amardeep: Ravi ji, please do your research properly.

Ravi: You can say yes or no.

Amardeep: Ravi ji, this is the last time I am telling you. You don’t do this. This is not good. Seriously… Ravi ji. What these papers are saying is that Kuda’s money is with us and we have taken his money and it is his… whereas these newspapers don’t even know that the fund does not work like that. Fund is not a company where it will take money from the shareholder in one place and give it to another. Funds are discussed by the management where there are many SPCs (Segregated Portfolio Companies). There will be broad based funds. It will have banks’ money and money from financial institutions. Those people are not able to understand the pure dynamics of the fund. This is why they write such nonsense. No one is even saying that Kuda is Sotic’s investor. Where is this coming from? Take the ROC papers. I will give you old ROC documents. You check who is the investor of Sotic. Why was the restructuring done? You are right. This restructuring is right. I was thinking that you were saying Kuda was removed and we were put in. I was thinking where this was coming from.

Abir: Christopher Fourie, one of the Directors of Sotic… He has been quoted in the media as saying that Tagwirei does call the shots at Sotic.

Ravi: One second… and in the South African court…

Abir: An email from Kudakwashe Tagwirei with the subject line Sotic dated May 31st, 2019 has been published in the media where he is giving orders to Sotic as to how to function. How do you explain this?

Amardeep: I understood your question. Tell me one simple thing. Was Christopher Fourie there when we had invested into Sotic? Again I am asking you a simple question. Was Christopher Fourie a part of Sotic when we had invested into Sotic?

Ravi: Let me ask the same question… Let me ask the same question. Let me phrase it in a different way.

Amardeep: Ravi ji, first you answer my question.

Abir: You answer the question. You answer the question. You are saying… You have ROC documents to show that there is no connection between Tagwirei and Sotic. Then why is a former Director of Sotic saying that Tagwirei calls the shots at Sotic? Is it your claim that Tagwirei used to have … control over Sotic but he relinquished control and then Almas invested in Sotic?

Amardeep: What you should do is, you should ask this particular question to Christopher Fourie that why is he saying that?

Abir: You are still not answering the question sir.

Ravi: Amardeep, there is one more thing.

Abir: Did Kudakwashe Tagwirei relinquish his control over Sotic and only then subsequently Almas invested in it? Yes or no?

Amardeep: No. That’s also wrong. That’s why I am asking you that question. If you give answer to that question, you will get all answers. I will ask again. Was Christopher Fourie a part of Sotic when we entered in? The answer is - yes. Answer is not - no. The answer is - yes. He is the one who was dealing with us in a way of… when we made investment. I have emails. Okay… Now, after that why he has gone out of Sotic? What happened? What were the circumstances? He only knows.

Abir: I am not asking you why he made the comment. Are you saying his comments are false? Are you saying that his claims that Tagwirei controls Sotic is false?

Amardeep: 110% false.

Ravi: So, you are saying that Kuda had nothing to do with Sotic International. It’s not Kuda’s company. That’s what you are saying.

Amardeep: Of course not. Nothing.

Ravi: In July 2020, the Director of Sotic International David Brown sued Christopher Fourie in South Africa. Right? In that, according to the lawsuit, he filed a list of companies under Sakunda group. Do you agree that Sakunda Group is of (owned by) Kuda?

Amardeep: I don’t know about Sakunda Group sir. I don’t know which is Sakunda Group.

Ravi: Sakunda Group as per Zimbabwean filings… Sakunda Group is owned by Kuda and his wife. That’s okay. Fine. Fine. According to the lawsuit filed by David Brown, he listed a number of companies under Sakunda Group and in that he clearly mentions Sotic International Limited Mauritius as a Sakunda Group company.

Amardeep: When did he mention it? When did David Brown mention it? You look at our papers related to July 2020. You will know who is having what. I don’t know what you are talking about.

Abir: If you get to know that any company that you have an investment in, has some association with Tagwirei, would you immediately exit that company? You don’t want any association with Tagwirei. Is that what you are saying?

Amardeep: 110% and fantastic thing… Not only Tagwirei. Any sanction. Suppose you have invested with us and if an issue crops up and somebody sanctions you and somebody says that you are criminal or whatever… The fund is a policy. The first thing… what I will do is I will report everywhere. Secondly, what I will do is, I will take a legal opinion on what can be done best because the fund cannot take a risk of somebody who has been sanctioned. We can’t invest with that person.

Abir: What Ravi was asking was the CEO Brown, if he is saying in a court filing that this company Sotic is a Sakunda Group company, then clearly there is some link to Tagwirei. Otherwise he cannot make that claim.

Ravi: And not only that, you just said that before investing, you will check about the company’s shareholders everywhere. Right? When you invested, when Ziwa Resources… where you have a major stakeholding… invested in Kuvimba, did you check that Pfimbi is another stakeholder in that and Pfimbi is Kuda’s company?

Amardeep: You have sent me the shareholder message now. In that you have written, “dear shareholder, restructuring is happening…” You know that Sotic had two investors. One was Pfimbi and we were the second. Then if the restructuring is done then both the companies will be Ziwa right? How does the restructuring happen?

Ravi: That means, you knew…

Amardeep: Where did Kuda come in Pfimbi?

Ravi: As per the filings, it’s there. It’s in the public domain very much.

Amardeep: Let’s do this… The best part is, I will give you the shareholding of Pfimbi. Then you ask the court, what sort of filing was…

Ravi: No. You have to give me the shareholding of that time when you invested. Not now.

Amardeep: I will give you documents related to that time only. Then you are fine right?

Ravi: We will verify. We will cross-check it.

Ravi: Yesterday, we spoke about the eligibility criteria (to bid for Pawan Hans) and you said that AGOF is not an AIF (Alternative Investment Fund), it’s a segregated fund but if you look at the information memorandum, on page 47… eligibility criteria… It clearly states, any private limited company, any public limited company, limited liability partnership, body corporate whether registered or incorporated in India or outside India or Alternative Investment Funds registered with SEBI as per SEBI Alternative Investments Funds Regulations 2002, which are eligible to invest under the laws of India… are eligible to apply. Do you want to comment on this?

Amardeep: Yesterday, I had given a comment that this is a legal and technical question which I will ask them because one thing I am sure of that… the institute such as SBI Caps or even the authorities will not do the mistake and I am sure that we fall under the category but if you have some question, I will check with the legal team and give you the right kind of answer.

Ravi: It’s very clearly mentioned how the companies should prove their net worth in the case of ATSOs (Air Transportation Service Operators) like Maharaja Aviation and Big Charter… They don’t have to prove their net worth… they are in the aviation business but in the case of investment companies like yours, the net worth shall be substituted by maximum permissible investment limit for that particular AIF as per SEBI regulations.

Amardeep: Yes, around 300 crores I guess. Somewhere around that.

Ravi: To invest in India. That’s a limit they have given in India.

Amardeep: It’s a net worth. It doesn’t say investment in India. It says net worth of the company.

Ravi: It very clearly says in the case of AIFs, the net worth shall be substituted by maximum permissible investment limit for that particular year as per SEBI Alternative Investments Funds Regulations 2002 in a single investee entity.

Amardeep: Single investee company. So, what you are saying is that there is a permissible limit in a single investee company. Not more than that you can invest. Ok. According to SEBI.

Ravi: What’s your limit? What is AGOF’s limit for this?

Amardeep: Ravi ji, you are reading about FPI. FPI’s limit is set by SEBI… The Foreign Portfolio Investor limit in one company is till 10%.

Ravi: I understand that.

Amardeep: I don’t fall under SEBI. I told this to you last time around also. I don’t fall under SEBI. I am a fund which is not an FPI. SEBI can control FPIs. They are talking about the listed entities sir.

Abir: No sir. So, you are saying that you don’t come under SEBI. Can you tell us then how is your net worth calculated so as to be considered in the bid for Pawan Hans Limited? The government has said that two times your net worth was submitted to them. Two different amounts. Can you explain to us how is this net worth calculated?

Amardeep: See, the calculation of net worth happens… It’s called NAV. So, what happens is, whenever a subscription comes… for example, three of you… Suppose I have only three investors and you three are the investors and you have invested around 10 million each and after the 30 million dollar which I have in my pocket, I made expenses, say of around half a million dollar. So, at that time… with the money in hand, I have a net worth of 2.5 but if I make this investment outside and then bought by the asset, which is having a fair value of two and a half, so we will call it a two and a half net worth but subsequently if the asset value grows, then suppose, after six months or eight months, that becomes five million dollars, so, my net worth becomes five million dollars in spite of the fact that I only have 2.5 million investment but then if I sell few of it and then give dividends to my shareholders by selling… the net worth will drop. The net worth, which is called NAV, the Net Asset Value of a fund will keep on changing as per the dynamics of the fund when we buy and sell the assets, they come out of the assets and… as more and more investments will keep on coming. So, it is a very dynamic thing and we do a calculation which is quarterly NAV calculation and that is also done by third party evaluators and we submit that.

Abir: So, your net worth is calculated based on your assets that you are holding and the value that they represent.

Amardeep: Correct.

Abir: You told us yesterday that you have investments in multiple different sectors in India. Can you tell us what sectors you are invested in India?

Ravi: Other than Jupitice.

Abir: We already discussed Jupitice yesterday. Other than that.

Amardeep: Sectors are financial institutions… I will just tell you sectors… And then we have sectors in…

Abir: Can you give examples of some companies… financial institutions?

Amardeep: No.

Abir: So, who Almas is invested in, that is also private information? Yesterday, you told us that… who are the subscribers is private confidential information.

Amardeep: See, I don’t want to name all where I have invested. Why should I? It’s private because I never want to disclose the sector of my investment for a very simple reason because a large fund investing into the Indian companies will change the dimension of the pricing of the company. If I have to reinvest things, here the fair value changes. That’s why we don’t disclose.

Abir: Can you say that… are any of the companies you have invested in India… are they listed or unlisted companies?

Amardeep: Listed companies… that is basically we invest fund to fund. Basically what you do is, you invest into an FPI and FPIs can invest. So, FPIs are the…

Ravi: They are not registered here with SEBI. They cannot invest directly. So, what is the total value of investments you are holding in India, as of now with all the sectors and companies put together including Jupitice?

Amardeep: So, direct and indirect if I look at investments, I think… I don’t remember the exact number but I think it should be hovering around 1500 crores.

Ravi: Almost 1500 crores. Okay.

Amardeep: More or less.

Ravi: Financial Times quoted you saying that you have investors from Persian Gulf, Latin America and India in your funds. So, how many investors are there from India?

Amardeep: Sir, in India, we have something called the LRS (Liberalised Remittance Scheme) route. So, in the LRS route, an individual can invest upto 250,000 dollars and then companies can also invest four times of their net worth.

Ravi: As you said that individuals are very less. How many companies are there in the list?

Amardeep: Many companies… I will say there is none. We have zero investment from Indian companies.

Abir: You are not able to tell us under which category of eligibility you have raised the bid for Pawan Hans Limited. You are not able to tell us that you were investing in India across which sectors. My question is why should a company with such lack of clarity be allowed to takeover a public asset like Pawan Hans Limited?

Amardeep: I have invested into the FMCG (Fast Moving Consumer Goods). I have invested into financial institution. I have invested into metals and commodities company and we are in the process of making a couple of more investments again into the manufacturing. One more manufacturing… Yeah… So, we are mostly into manufacturing… We have invested into commodities, mining, metal companies and we are invested into financial institutions.

Abir: Why is this information not placed on the Almas Global Opportunity Fund website?

Amardeep: That’s what I am telling you because… you see, when you become a financial institution and when you invest, the market value changes. It becomes a valuation game because people see that… oh, this large investment has come. This happened in Jupitice. Why do you have this information? I have not given this information because… they say that it is a big fund and they are investing in a startup. The value of the startup goes up. When you make investments in startups, it will be a big story… VC Circle blah blah blah. But when you have private equity investments, in privately held companies, then these kinds of things don’t come because we take the long term call… In so many years, what kind of returns? When do we bring the IPO (Initial Public Offering of shares)? When will we exit? That is the time, it will become big.

Ravi: The department of disinvestment and privatisation (DIPAM), they put out a circular long ago saying that any participant (bidding for a public asset), if they are into any litigation and if they have any adverse order, then they won’t be eligible to win the bid… to participate in the bid or even if the litigation is on, they won’t be able to participate. How did Almas participate because the litigation was on with NCLT at that time itself?

Amardeep: That was not a litigation as such, it was… we applied through a bidding process in NCLT and anything goes in NCLT… It’s not any kind of order against us or any kind of adverse restriction against us. It’s just that, when we invested in EMC, when we did the bidding for EMC, after that it comes to the distribution of the money, the Union Bank and (the Life Insurance Corporation) LIC, they had some reservation in the distribution… So, they had some reservations with SBI. So, within the consortium itself, they took some time to respond and hence we couldn’t distribute because unless we have a NOC (no-objection certificate) from everybody… we can’t actually distribute the money. But after that it took some time. And after that till the time they were able to make up their mind, Covid came and Covid hit very very hard. Since the Covid came, no investment was happening and all our investors also… kind of… you know… took a backfoot and we had a force majeure clause which said that in such a situation we can actually walk out of the deal. There’s no issue whatsoever. However, we haven’t done so because we have committed to something and we are still committed to that and we will definitely take it if allowed because we are ready with the investor base. So, even after the investors backing out, we continued with this programme. So, this is in the NCLT, which was going on because of the Covid situation and other stuff. It’s not like anybody has placed any order against us, or there’s … litigation and stuff like that.

Abir: The NCLT order, it says that the judge has written in the order that a copy of the order be sent to the Ministry of Corporate Affairs and that action be initiated against Almas Global and its representatives under the Insolvency and Bankruptcy Code. So, the order reads as saying that there is a willful and knowing violation of the Insolvency and Bankruptcy Code. So, as per the DIPAM notification that Ravi mentioned, when such an order comes against any company participating in the bidding for a disinvestment process, the government is supposed to send a show cause notice to the bidder asking why it shouldn’t be disqualified. Did Almas Global or you receive any show cause notice from the government since the time of this NCLT order till now?

Ravi: If at all you have received, what is your response to it?

Amardeep: This particular thing is being taken care of by SBI Caps and there is some communication which may not be right for me to come and discuss at this juncture because the nature of that is like this. I think this question must be asked to…

Abir: But the SBI Caps is not the government. SBI Caps cannot send you a show cause notice. We asked you, have you received a show cause notice from the government?

Amardeep: That’s what I am saying. This information is confidential in nature. I may not be able to tell you… but things are going on for sure. There are communications for sure.

Abir: Now, coming back to the NCLT order, in that NCLT order, yesterday, you said that the NCLT asked you to disclose the names of your subscribers and because of the confidentiality laws you cannot reveal the names of your subscribers. When we read the NCLT order however, what it actually says is Almas Global… please explain why you were unable to provide the funds to pay the dues to the creditors of EMC Limited. That did not ask you to reveal any subscriber names. In response, you have said that due to confidentiality, we cannot reveal the names of subscribers and that has been criticised by the NCLT. The NCLT refers to the confidentiality law of the Cayman Islands that when there is a duty to reveal the confidential information to any court, then you as a Cayman Island registered company can take permission from the grand court of Cayman Islands to reveal such information. Firstly, you were not asked to reveal. Secondly, you say that we can’t reveal whereas you can actually reveal. What do you want to say about that?

Amardeep: So, basically as far as our capability to invest which can be added through net worth statements, which we have furnished, even during the bidding and later on whenever somebody asked… So, all those documents are already with them. It’s not that the courts are not aware of our financial capabilities. Our financial capabilities are very well known.

Abir: And why did you respond saying that we are taking the cover of the confidentiality law?

Amardeep: That’s only… I am talking about my investments and investors. I am not talking about my net worth. Net worth has already been given.

Abir: But the NCLT didn’t ask you about your investors. The NCLT asked you why you are not providing the funds…

Amardeep: I need to check that order again but in my opinion they have asked.

Abir: The affidavit was in your name sir, Mr. Amardeep.

Amardeep: Yeah, I will check that but in my opinion it has been asked. This is the only information I can’t give. I can always give NAV. NAV is not a problem. The net worth statement. Any time, anybody can ask and I can give it. Even in my fact sheet also, we write NAV. That is definitely not a problem for me.

Abir: Now, the NCLT order has made some comments about the affidavit that you submitted. It terms your affidavit is impudent in taking the process of the court for a ride and even taking the Insolvency and Bankruptcy Code for a ride. What is your reaction to these comments and to the overall order of the NCLT in the EMC case?

Amardeep: I am surprised, unhappy and we have appealed to the National Company Law Appellate Tribunal (NCLAT) for that.

Abir: So, you believe that it is the wrong decision taken by NCLT.

Amardeep: I will not comment on the court proceedings and the judgement. Of course, in Indian courts, I have a due respect… even in the Constitution. So, I can’t say anything on that front but what I can say is that we appealed to the NCLAT against the order.

Abir: According to the DIPAM notification, even if you appeal against an adverse order, any bidder for a public asset who appeals against an adverse order, till the time the appeal is pending is still liable to be disqualified as a bidder. So, once again I ask you why should Almas Global not be disqualified?

Amardeep: Once again I am telling you that we have done our work on NCLAT. We are very positive about the outcome of it and I believe that God is on our side… on our right side. So, things will fall in place. The world lies on hope and we are also very hopeful on that.

Ravi: As per the government circular, the DIPAM circular, it says that, if there is an order which is against you and if you have gone to the higher tribunal or court, you have gone to the NCLAT, but the existing order is an adverse order. Even if you have gone to NCLAT and your case is still pending, you have to be disqualified. The bidder has to be disqualified and he won’t be eligible. That company won’t be eligible to participate in that bid.

Amardeep: Let’s wait for the hearing and we will see how it goes. If things are positive towards us…

Ravi: That is secondary…. I mean, till that order comes, government cannot wait. That’s what the circular says.

Amardeep: I don’t know. I mean, that’s the question you have to ask to the government. What should I say here? (Laughs)

Ravi: We will raise that question to the government.

Abir: Can you tell us how you expect to be able to run Pawan Hans Limited?

Amardeep: You want my strategy?

Abir: Not your strategy. Strategy is a later question. As a comparison, just last year, the government of India privatised Air India and the successful bidder was the Tata Group. Now, the Tata Group previously used to run Air India and the Tata Group has many other businesses… many other products and services.

Ravi: They already have exposure to another airline called Vistara.

Abir: As well as they run Air Asia.

Ravi: And they have exposure to Air Asia.

Abir: In this interview, you have told us that your experience and your activities are primarily as an investment fund, as a trader and as a finance manager. So, what I am asking you is that… what is your qualification to run a helicopter service in the first place?

Amardeep: I think I have answered this before also and I will tell you again, Pawan Hans is not the first bidding or investment in aviation space. We are an active investor in the aviation space.

Abir: There is a difference between being an investor and running a company… providing a product to the public. Pawan Hans runs services for pilgrims to holy sites. Pawan Hans provides helicopters for rescue operations during natural disasters. It provides helicopters to security services. It provides helicopters for reaching remote parts of the country and inter island transport in the Andaman and Nicobar islands… In Lakshadweep. There is a diverse range of activities. You are a person who is in the field of investment and finance… I am asking you that what is your…

Amardeep: Hear me out… If I will take your two minutes, let me answer this. So, we have an experience in the aviation industry. We had made investments in Spain in gyrocopter which is similar… somewhere around a helicopter and this has been made in Airbus and we don’t just invest. We take a board seat. So, we have a board seat there and we know… how the business is operating and how the factories are made. Now, coming to back to your question on how a finance company runs it. Yes, (a) finance company doesn’t run it directly. Like, for example, (a) bank gives loans to various companies. It’s not the bank's duty to run the company. There are people who run the company. We have partners and we have very solid and strong partners. There are two in the consortium of Star9 and they are experts in this field. We respect their expertise and we work shoulder to shoulder along with them to make this a great positive affair. Not only that but also I have grand plans, I mean, in fact if I will get… by God’s grace then I am just telling you… I am going to increase the employment. Certainly, going to increase the employment. This is going to be a very big thing. It will be profitable, not only profitable very soon but the money can be utilised for the right causes in India itself. This is for me a patriotic call. This is for me… doing something for the nation. And this is what I am looking at. Doing something for the nation. Like for you, the pen is a power. For soldier, gun is a power. For me, the finance is a power and through that I want to bring changes in the country.

Abir: According to reports in the media, the government officials have been quoted as saying that the privatisation is being put on hold and the letter of award is not being awarded to Star9 Mobility while the government legally investigates the consequences of the NCLT order on the bid. Your reaction Mr. Amardeep.

Amardeep: What you are saying is true. We have already gone to the NCLAT for EMC. The only question which everybody is highlighting… I am positive about the outcomes. Not only we should get EMC, but we should also have Pawan Hans and we should be able to run both of them in a very very nice way by increasing employment and doing good for the nation. That is what I will say because I am hopeful. I am always hopeful because if I have a choice in being negative and positive, I choose the latter.

Ravi: Amardeep, this is not the first time the government is putting the sale of a public asset, a PSU (Public Sector Undertaking), on hold. This year itself… in January this year, almost for the same reason, the central government had to put on hold the sale of CEL, Central Electronics Limited after such an adverse NCLT order came against that… due to some pending case in the NCLT against the winning bidder. When the precedent is already there. How do you expect that this will go on and you will get Pawan Hans Limited. It’s five months… nothing happened. It’s kind of almost gone now.

Amardeep: Belief. Belief is the only thing. I believe.

Ravi: So, you are just hopeful. You are not sure but hopeful.

Amardeep: I believe. I believe that this will happen.

Ravi: It’s kind of uncertain as of now. That’s what you are trying to say. It’s kind of uncertain as of now but you expect everything will go well.