In Paradise Papers dataset, details of Azure Power becoming a Mauritius entity; their pledge to follow US laws

Interestingly, it is a 658 page “registration statement’’ submitted by Azure Power Global Limited after it was incorporated in Mauritius — and contained in the Paradise Papers dataset — that becomes relevant to the bribery scam in which the company has been named.

The company — which has described itself as an “emerging growth company” with no business operations of its own has declared that they were developing and implementing “controls and procedures’’ to ensure that we are in compliance with the FCPA (Foreigners Corrupt Practices Act) and similar laws. Their registration statement for the SEC states, “… any violation of these laws could expose us to administrative, civil or criminal penalties, fines or restriction…a violation of these laws and regulations, or even an alleged violation could harm our reputation and cause some of our US investors to sell interests in our company… we may become involved in costly and time-consuming litigation and other regulatory proceedings…”

At that stage Azure Power Global Limited had informed that they had commenced business in 2008 and set up their first utility-scale solar plant in India in 2008. Also that they were currently (2015) were constructing six projects with a combined rated capacity of 122 MW and had an additional 230 MW of projects committed.

There are over a 100 documents on Azure Power in the dataset of the Paradise Papers. These include a Whistle Blower Policy of Azure Power India which was drafted in 2015 to enable “whistle blowers” to complain about “bribery and corruption” among other things. There are also detailed invoices given by Appleby to Azure Power (at their Madangir address in New Delhi) listing items such as the following for the reviews done by them in 2015: setting up of the Mauritius structure; review of the ESOP plan; review of the Constitution of Azure Global; drafting of shareholders agreements and so on. For an 8-month period in 2014-2015 Appleby has charged Azure Power, documents show, $ 78,147.

It has company’s draft registration statements being prepared for US’s SEC finally submitted in December 2015. Company stated in its registration statement that, “[Azure Power] is a newly incorporated company in Mauritius and currently has no business operation of its own. After the completion of this offering and subsequent investment… all our operations will be conducted through AZI and its subsidiaries.”

However, company’s shares were delisted from NYSE from 2022 and its reporting obligations to SEC were suspended on April 1, 2024. Paradise Papers data includes an advise given by Appleby on the “externalization plan” of the company which states, “We are instructed by Azure Power India Private Limited (“AZI”) to provide an opinion as to whether: (a) the externalization of the holding structure of AZI (a company incorporated under the laws of India) to Azure Power Global Limited, a company incorporated under the laws of Mauritius (“AGPL”) would be effective under the laws of Mauritius” and advised that “we consider that the proposed steps to be followed for the externalization would be valid and effective under the laws of Mauritius.”

Paradise Papers, a cache of 13.4 million documents, were obtained by German newspaper Süddeutsche Zeitung and were investigated by the ICIJ working in partnership with 96 news organisations, including The Indian Express. A bulk of the records investigated are from Bermuda law firm Appleby. These leaks were mostly about mega corporates than individual players and how they took advantage of tax havens.