By Vakasha Sachdev
India’s roster of private companies is littered with shell companies, shelf companies, and companies with weird names that have nothing to do with their supposed line of work, and often have no meaning whatsoever. Although many of them operate in legally dubious manners – or don’t really ‘operate’ in any meaningful sense of the word – their obscurity means we don’t normally get to hear about them.
One such company is Karanja Infrastructure Private Limited. This is a company which:
- has ties to companies in the private defence sector, including Nikhil Gandhi’s and Anil Ambani’s;
- is owned by a company in Mauritius, Blackstone Capital Limited, and gets foreign investment from this company from time to time;
- has few assets and very little revenue (it has actually gone entire years without any income at all);
- has massive, unexplained unsecured debts to the tune of Rs 380 crore, and for which they pay no interest;
- gives out large capital advances (around Rs 260 crore) to random companies; and
- has been ensuring debt-ridden companies get loans worth hundreds of crores from banks, by guaranteeing the loans against its properties (the value of which comes to barely Rs 63 crores).
For different people reading this, it’ll be ringing different alarm bells. If you are an accountant, you’d would look at its balance sheet and wonder how the company survives. If you’re a lawyer, you’d look at those unsecured debts and wonder how the company hasn’t fallen foul of laws that don’t allow interest-free loans.
If you’re an officer of the Enforcement Directorate (ED), well, you’re going to start wondering if you need to consider an investigation into fun things like money-laundering, round-tripping and financial subterfuge.
Now, those aren’t allegations we’re going to throw around ourselves. Instead, we’re going to present the facts about this company and let you decide what to think.
Maybe you’ll think this is all unnecessary, that it’s entirely above-board. Maybe you’ll think it’s a bit dodgy but not newsworthy. Or maybe you’ll have some questions you’d like to ask.
Like why does this company exist? Who owns it? What does it do? And why in God’s Adam Smith’s name does anyone want to have anything to do with it?
And maybe, just maybe, if enough people ask those questions about this company and others like it, we might start to get some answers about India’s shadowy private defence sector.
They insisted we speak to their bosses, but refused to say who their bosses were, or how to contact them. We were able to get a number for the boss who sometimes comes in to this office from one of the neighbouring shop-owners, but this number couldn’t be reached.
We also reached out to one of the directors of the company (according to the Ministry of Corporate Affairs’ information about KIPL), who said he wouldn’t be able to help us understand the company’s business, and also that he had resigned from the company in February 2016. However, the company’s annual report dated 30 September 2017, available on the Ministry of Corporate Affairs website, bears his signature. He refused to comment any further.
As can be seen, attempts to inquire about the company’s business in good faith were stonewalled, for no apparent reason. Instead, we have to piece together what we can about the company from publicly available information, which doesn’t paint a very favourable picture.
A more esoteric connection appears on its incorporation documents from 2004 – the contact address provided by both founding shareholders of the company (no longer associated with it) is one “Pipavav House” in Mumbai.
At least two of the companies for which KIPL has provided guarantees are also now part of Anil Ambani’s Reliance defence companies portfolio. The two Pipavav companies mentioned earlier were acquired by the Reliance group in 2015, and KIPL created and modified charges on its assets for loans in their favour in 2016. Milan Mandani, who owns 0.22% of KIPL, is Manager (Infrastructure Services) at SKIL Infrastructure Limited, and used to hold a position in Reliance Naval and Engineering till March 2017 (when it was known as Reliance Defence and Engineering Limited).
KIPL also had another connection to Reliance until very recently: Retired Navy Commander Shantanu Sukul. As we pointed out in a recent story, Shantanu Sukul was a consultant for Reliance Naval and Engineering from September 2015 till at least September 2018, and before that had been a General Manager at the company when it still had its Pipavav name. He was also a DGM at Reliance Defence Ltd, which is one of the holding companies in the Reliance defence portfolio, including for Reliance Aerostructure Limited (which has set up a JV with Dassault for Rafale offset contracts).
Shantanu Sukul has also been a director at KIPL ever since April 2014, after which KIPL created at least three charges on their assets. He claims to have resigned from the board of KIPL.
Why are the guarantees problematic?
The problem with providing these guarantees isn’t necessarily because of the companies who have benefitted from them. None of them had healthy finances – take, for example, Reliance Naval and Engineering Limited, which has been recently taken to the insolvency court by IDBI. This means that KIPL was facilitating loans to companies which were and still are at serious risk of default.
That risk doesn’t mean that no company can guarantee loans to them or that loans should never be provided to them. However, for a company with only Rs 62 crores worth of fixed assets, providing guarantees for loans to these companies makes little sense for KIPL or for the banks.
However, KIPL’s balance sheets show that only Rs 5 lakh from this sum of over Rs 370 crore comes from banks, and they also declare that they have no transactions with related parties. So why would some other companies randomly give them money?
KIPL’s auditors’ report for the financial year 2016-17 also mentions that no interest is either payable or accrued on those large loans. This raises even more questions about the loans, because ever since the Companies Act 2013, it has been illegal for companies to get loans on which they pay no interest.
Still want more? How about this: the unsecured loans were taken on in the financial year 2015-16, or at least this is the year their older debts suddenly got noted down as unsecured debts. For some reason, KIPL did not file its returns for that year when required to, only filing them in 2018. The documents submitted in 2018, however, have signatures from 2016 and 2017.
Go figure.
What Can This Mystery Tell Us?
So to come back to our very first question, why does KIPL exist? It doesn’t seem to be carrying out any business, and doesn’t have much by way of revenue. Why does it have such huge loans on its books? And why is it willing to bet the house (quite literally) to prop up these private defence companies with parlous finances?
As we’ve mentioned, nobody seems to want to answer this question about KIPL’s business, and that is perhaps the point here.
KIPL continues to exist, and in its own way, thrive, despite all common sense saying this shouldn’t be the case. So it is obviously serving some purpose in the circles it operates, ie, the private defence sector. Which leaves us then with a lot of things to ponder about that sector and the role of companies like KIPL there.
What on earth is so special about KIPL? Where is it really getting its money from? Why do banks accept its guarantees to loan money to others? What kind of ‘business’ does a company like this really help with?
And how many more companies like KIPL are out there?
(With inputs from Ankita Sinha and Sanjoy Deb)
The Quint reached out to the Blackstone Group, Karanja Infrastructure Private Limited, Shantanu Sukul, Yes Bank, IDBI Trusteeship Services Limited, the Anil Ambani Reliance Defence Group and Nikhil Gandhi for responses on this story. Apart from the Blackstone Group’s denial of investment in Blackstone Capital Limited, we only received a response from Shantanu Sukul, the relevant section of which has been incorporated in the story above. We will update the story with any further responses as and when we receive them.
The original article can be found on Bloomberg Quint.
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