The Curious Case of Cox & Kings

He used to have a prominent profile, a flamboyant lifestyle. He was a frequent flier between Mumbai and London. His father once headed the hotels division of the Tata group before he fell out with Ratan Tata in 1997. He graduated from Stanford University in the United States. He used to run a travel agency that was supposed to be the oldest of its kind in the world, set up in 1758, a year after the British established control over large parts of India following their victory in the Battle of Plassey in Bengal. Today, this man languishes inside a dingy prison in Mumbai. The business empire he led – that boasted of a brand that was a household name in the country – is in shambles.

On March 2, 2021, Ajay Ajit Peter Kerkar, better known as Peter Kerkar, promoter of the bankrupt tour and travel agency company Cox and Kings (C&K), was arrested by the Mumbai police. Earlier, in October 2020, the chief financial officer of the company, Anil Khandelwal, and its internal auditor, Naresh Jain, had been picked up by the cops. They were booked for defrauding banks. Other charges against them include forgery, criminal conspiracy and defaulting on repayment of loans. On April 30, Kerkar and Khandelwal’s bail applications were rejected by a special court handling cases lodged under the Prevention of Money Laundering Act (PMLA) in Mumbai.

What is unusual is that Kerkar was arrested and (at the time of writing) is still being kept behind bars, following the filing of first information reports (FIRs) in September 2020 by Mumbai Police officials after he had himself formally complained to them. While various FIRs and counter-FIRs have been filed by different players, Kerkar’s sister Urrshila Kerkar, a director in C&K and their lawyer Akhilesh Dubey argue that the allegations that the Kerkars have made against some of their former colleagues and associates are being selectively used against him to keep him in jail.

A profile published by Business Standard quotes a former associate describing Kerkar as “ambitious and intelligent, with a hands-off style of functioning – a man who saw himself more as a dealmaker than manager.” While he oversaw the company’s businesses in the UK, Europe and Australia, his older sister, Urrshila, micromanaged affairs in India as director, the article added. After an initial public offering of shares in 2009, the company got ambitious and bought a UK-based travel company, Holidaybreak, for around Rs 2,300 crore in a deal that eventually went sour and contributed to C&K going bankrupt.

VICTIM OR VILLAIN?

Is Kerkar a victim or a villain? Was he a naïve businessman who was taken for one huge ride by so-called professionals and financiers he trusted? Or was he complicit in the many misdemeanours he has been accused of? Even as the legal cases are yet to play themselves out, Kerkar protested his innocence in an exclusive interview with two of the writers of this article (Paranjoy and Sourodipto) a few months before law-enforcing agencies incarcerated him.

The Economic Offences Wing (EoW) of the Mumbai Police had registered FIRs against C&K and its group company, Ezeego One Travels and Tours Limited, for duping Axis Bank and others of Rs 1,582 crore. On November 15, 2020, the Hindustan Times reported that Kerkar had lodged a counter FIR against Axis Bank, alleging that its officials colluded to divert funds from C&K and Ezeego.

One FIR was lodged after Dinesh Goel, director of the Singapore-based Investment Opportunities IV Private Limited and its investment advisor SSG Capital Management Private Limited, headed by Shyam Maheshwari, approached the Mumbai Police alleging misappropriation of funds by one of C&K’s offshore subsidiaries, Prometheon Enterprises Limited. (More about Maheshwari and Goel later in this article.) In this instance as well, there are many allegations and counter-allegations.

The Hindustan Times report quoted Kerkar claiming that an entity controlled by SSG Capital colluded with key management personnel of C&K and some bank officials to illegally siphon money out of the company. His sister Urrshila reiterates these claims and alleges that these officials misused credit cards to clandestinely remove large amounts from Ezeego. In an e-mailed response to questions raised by the authors of this article, a spokesman of the Ares-SSG group (of which SSG Capital is now part) denied the claims and further alleged that Kerkar was attempting “to deflect blame on to external parties.”

A MYSTERIOUS DEATH

Sagar Deshpande, a chartered accountant employed by Cox & Kings, who had agreed to become a witness in the cases being investigated by the EoW and the Enforcement Directorate (ED) in the Ministry of Finance, was found dead on the railway tracks in Thane, Mumbai, on October 12, 2020, days before he was to reportedly testify and provide documents to the ED. He had joined C&K in July 2010 and rose to become the company’s finance manager. Deshpande’s family suspects foul play even as the police continues to investigate the circumstances behind his unnatural death.

The three of us who collaborated in investigating this story over a period of more than seven months spoke to several individuals, a few of them on condition of anonymity. We perused hundreds of pages of documents, many of which were provided to us and some that were in the public domain. Some of the information provided to us by sources close to the interested players could not be independently verified and was ignored by us.

Two of the writers of this article (Jyotindra and Paranjoy) received several electronic mail messages from individuals who had apparently set up anonymous email accounts but who clearly knew our email addresses and were aware that we were preparing a report on what was going on in the C&K group. We also received anonymous email messages in mid-October 2020 highlighting Deshpande’s unusual death and one such email suggested that complaints had been made to the highest authorities in the country. The email trails pointed towards the links that Khandelwal and Jain had with Maheshwari and the Hong Kong-based private equity firm he founded, SSG Capital (now a part of the Ares-SSG group). Supporting documents were also attached to some of the email messages that turned out to be authentic.

We have tried to connect the dots to tell this tale of alleged corporate chicanery and fraud, of greed and stupidity, of financial experts who can manipulate balance sheets and move money across the world in a jiffy from one tax haven to another. This report is not just about Kerkar and his sister but also about the Maheshwari, Khandelwal and Jain families.

Since January, we became aware of a blog that is in the public domain (https://ckleaks.wordpress.com). Interestingly, months later, a representative of a public relations (PR) firm representing Ares-SSG drew our attention to the same blog, which is over 6,000 words long and is divided into 12 “chapters” with catchy headlines and purportedly written by an unnamed former C&K employee. The blog describes in detail why Peter and Urrshila’s father, Ajit Kerkar, fell out with Ratan Tata over the management of the Taj group of hotels, the controversial privatisation of the Juhu Centaur Hotel in Mumbai, the Kerkar family’s holdings in different entities located in tax havens like Mauritius, Panama and Guernsey, their foreign business associates, besides numerous unsubstantiated allegations of fraud and misappropriation of funds.

The person or persons who wrote the blog are clearly accomplished writers. Despite a few typographical errors, the “chapters” use impressive turns of phrase, literary references and mythological analogies while attempting to tell a story of alleged corporate greed and mendacity. What we found interesting was that this blog was being written and published even as we were researching the story, speaking to our sources, and perusing documents. The introduction and the first 11 “chapters” were published in December 2020 and January 2021, while the 12th and last “chapter” was published on April 8, 2021.

When contacted, Urrshila Kerkar, director of C&K dismissed the contents of the blog and denied the authenticity of the information published.

We spoke to Kerkar before his arrest and in the recorded interview, he repeatedly emphasised his innocence. He said: “I may be negligent, I may be stupid, I may be lazy, I may be indulgent… but I am not a criminal.”

His antagonists, however, allege he was complicit in the various misdemeanours his company has been accused of.

Kerkar believes the story of C&K could one day become a case study that would be taught to aspiring students of management in business schools. What he did not say was that this could perhaps become a study of what not to do if one wants to become a successful entrepreneur.

What we present here is a story that is still unravelling, an account that is incomplete but worth recounting. Only time will tell how long the proverbial “long arm” of the law will turn out to be, and if, when and how the maze of court cases and legal disputes will be resolved. Read on.

BACKDROP AND BANKRUPTCIES

Established in 1758, C&K is a more than just a 260-year-old company that, until recently, provided a range of services related to destination management, outbound tourism, business travel, domestic and foreign holidays, organising trade fairs, besides providing foreign currency and insurance facilities to travellers.

The promoters of the company, including Peter and Urrshila, own 12.20% of its shares, the rest being owned by the public. The table below indicates the deteriorating financial health of C&K between 2015-16 (financial year that ended on March 31, 2016 or FY16) and 2019-20. After clocking a net profit of Rs 539.4 crore in 2015-16, the company reported a loss of Rs 10,356 crore in 2019-20. Its revenue dipped drastically from Rs 2,346.6 crore in 2015-16 to Rs 781.4 crore in 2019-20.

FINANCIALS OF COX AND KINGS LIMITED

The impact of the bankruptcy of such a reputed firm was felt by C&K employees who were laid off without notice and did not receive salaries for July, August and September of 2019. In October 2019, the company ‘abruptly’ shut down its Kolkata office on Russell Street and cancelled without refund the travel programmes of over 2,000 customers who had booked tours with them in different parts of the country.

According to C&K director, Urrshila Kerkar, the cancellation of the travel programmes was a consequence of the company defaulting on dues on commercial paper on June 26, 2019. She alleged the company’s customers were inconvenienced because of complex procedures and because banks did not release refunds on time.

C&K has been undergoing insolvency proceedings in the National Company Law Tribunal (NCLT) since October 2019. Ever since the Mumbai bench of the tribunal admitted Rattan India Finance’s plea to initiate bankruptcy proceedings against C&K, many names that were allegedly involved in financial irregularities have tumbled out of the closet.

On May 11, 2021, the website VC Circle reported that the NCLT had also admitted the financial arm of the C&K group, Cox & Kings Financial Services Limited, for insolvency proceedings for defaulting on repaying Rs 445.5 crore to YES Bank that was obtained as a working capital loan and a credit facility in 2018-19. This entity was demerged from the parent C&K that year.

In November 2020, the Central Bureau of Investigation (CBI) booked C&K directors Urrshila Kerkar, Karthik Venkatraman, Pesi Patel, Manisha Amrapurkar, Arup Sen and Neelu Singh. A charge-sheet was also filed by the ED, which enforces the Foreign Exchange Management Act and PMLA, naming 12 entities and individuals, including Peter, the chief financial officer of C&K and its former internal auditor Jain. The CBI has also named the disgraced former promoter and co-founder of YES Bank, Rana Kapoor, who, like Kerkar, is currently lodged in Taloja Central Jail in Mumbai in connection with an alleged multi-crore fraud on the bank and for allegedly approving loans in exchange for kickbacks.

The Mumbai Police had lodged FIRs in September 2020 based on two complaints filed by Kerkar himself. The FIRs were lodged on court orders. In the complaints, Kerkar denied any wrongdoing while accusing Khandelwal, Jain and the now-deceased chartered accountant of the company, Sagar Deshpande, of embezzling funds.

The arrests of Kerkar, Khandelwal and Jain by the EOW of the Mumbai Police for their alleged involvement in a Rs 1,030 crore loan fraud on Axis Bank, took place after a special court dealing with cases relating to PMLA had granted custody of the accused persons to the EoW. Their arrest was based on a complaint filed at the Cuffe Parade police station in tony South Mumbai in November 2020 by Axis Bank’s Vice-President Prakash Rao. Besides Kerkar, Khandelwal and Jain, the others accused in the case include Peter’s sister Urrshila, Nilu Singh, Manisha Amblapurkar, Arup Sen and Mahalinga Narayanan.

On December 4, 2020, the PMLA Court sent Kerkar to judicial custody in connection with another alleged fraud, this one on YES Bank, just over a week after the ED arrested him.

PWC REPORT ON COX & KINGS

In April 2020, Indian Express journalist Khushboo Narayan reported that a forensic audit of the accounts of the scam-tainted YES Bank, done by PricewaterhouseCoopers (PwC) in February that year, had disclosed transactions worth over Rs 21,000 crore in the four financial years between 2015-16 and 2018-19 and were questionable. According to the PwC report, the bank has an exposure of Rs 2,267 to C&K and the company owed a total amount of Rs 5,500 crore to various banks. (links to the reports published by the Indian Express have been appended to the blog on the Kerkars referred to earlier.)

The PwC report alleged that most of the transactions related to C&K took place without a loan agreement and without “proper approvals” from the company’s board of directors. It added that C&K advanced Rs 1,100 crore to Alok Industries, a stressed firm that went bankrupt in 2017, although the two did not have any business relationship with each other. The report had also pointed out that when the loan was advanced to Alok Industries, the company’s CFO was Sunil Khandelwal, the brother of Anil Khandelwal.

[India’s largest private company Reliance Industries Limited (RIL) headed by India’s and Asia’s richest man Mukesh Ambani picked up a stake of 37.7% in Alok Industries for Rs 250 crore in February 2020, a year after the Ahmedabad bench of NCLT approved a joint bid by JM Financial Asset Reconstruction Company Limited and RIL to take over the company.]

Coincidentally or otherwise, Maheshwari’s SSG Capital was evaluating an investment in Alok Industries and had also contemplated an investment in Rattan India Finance that had moved the NCLT to initiate bankruptcy proceedings against C&K.

When contacted, the lawyer representing the Kerkars, Akhilesh Dubey emailed us stating that the “PwC report of the forensic audit of YES Bank is not part of the investigation” and had not been “relied upon” either by the EoW or the ED in their investigations. He added that when the bail application of Kerkar was being heard by the PMLA court, the counsel for the ED referred to the PwC report of the audit of C&K. Dubey claimed that the audit report is a “draft report, the credibility of which is highly doubtful given the disclaimers made by the PwC.”

He contended that the PwC report on C&K specified that it does “not have (the) right or authority to determine or conclude any transaction constituting/amounting to fraud/fraudulent activity… Whether a particular transaction is fraudulent or not in its legal parlance is a matter of legal and judicial interpretation, inference, judgement and adjudication, which can be determined, ascertained and adjudicated only by an appropriate judicial/quasi-judicial body authorised under the applicable extant laws.”

The Sunday Guardian weekly had reported on the two complaints filed by Kerkar in an article published on September 19, 2020. However, the article seems to have been taken down from its website. We are not clear whether this article was removed following a request made by a representative of a particular corporate entity that is associated with the working of C&K, as a similar request had been made to NewsClick after this portal published an article relating to a legal dispute – details of this article and this dispute come a bit later.

Incidentally, in October 2020, it was reported that the ED was investigating the legalities of a loan worth Rs 447 crore disbursed in 2016 by Deutsche Bank AG to a firm in the tax haven British Virgin Islands, Castleman Management Limited, that was owned by Peter Kerkar. The transaction reportedly resulted in the Hong Kong subsidiary of C&K, Cox and Kings Asia Pacific Travel Limited, losing an almost similar amount of Rs 450 crore. For the borrowed sum of Rs 447 crore, Deutsche Bank had been furnished a security by the Hong Kong firm and when Castleman defaulted, Cox and Kings Asia Pacific Travel Limited lost Rs 450 crore in July 2019.

The series of scandalous stories relating to the C&K group has only just begun. This is where a former public sector company enters the picture.

(To be concluded)