Mauritius-based QLearn, a subsidiary of Qatar’s Qinvest, sold 19,52,907 shares of Indian coaching class giant FIITJEE for over Rs 36 crore to Mumbai-based Ambit Group in July 2015, according to records of offshore legal firm Appleby.
Since the Ambit Group is an investee company of Qinvest (Qinvest has substantial stakes in Ambit), the 2015 transaction between QLearn and Ambit Capital Private Limited amount to sale of shares between its own companies.
In Appleby records, there is a declaration by Qinvest dated July 16, 2015: “We shall procure that QLearn, our wholly owned subsidiary, shall take all steps and actions and execute all documents as required pursuant to the share purchase agreement dated 24 April 2014 by and between us, Ambit and QLearn and the Deed. We shall also ensure that QLearn remains our wholly owned subsidiary until such time as the Shares (as defined in the Deed) are transferred to Ambit or to a person nominated by Ambit.”
The Declaration of Trust dated July 16, 2015 by QLearn in favour of Ambit Capital Private Limited states: “The owner (QLearn) had agreed to sell the shares of the Company (FIITJEE) to the beneficiary (Ambit Capital) pursuant to the Share Purchase Agreement.” The Declaration states that Ambit Capital had transferred an amount of Rs 36 crore to QLearn as consideration for the purchase of shares of FIITJEE from Qlearn.”
Qinvest, according to its website, is “Qatar’s leading financial services firm and, with operations across the Middle East and Europe, is one of the most prominent Islamic financial institutions in the region.” Qinvest LLC Board members include Jassim Bin Hamad Bin Jassim Jabor Al-Thani of the Qatar royal family. Since it holds 26 per cent stake in Ambit Group, Directors of Ambit Holdings include Tamim Hamad A. Aziz Al-Kawari, CEO of Qinvest LLC, and Bernard Barbour, Managing Director of Qinvest LLC.
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Licensed by the Qatar Financial Centre Authority in April 2007, Qinvest is authorised by the Qatar Financial Centre Regulatory Authority. Its shareholders include Qatar Islamic Bank and other institutional investors, as well as high-net-worth individuals. The firm has authorised capital of USD 1 billion and paid-up capital of USD 750 million.
The Ambit Group has at least nine companies under different names — all company names start with Ambit, and have the same Mumbai address.
Appleby records show that Sumeet Singh of Shardulchand Mangaldas sent an email to Malcolm Moller of Appleby on August 4, 2015 for legal advice: “Our client is currently proposing to undertake a transaction which inter alia requires analysis of certain issues under Mauritius law documents and Mauritius law. “ FIITJEE was founded in 1992 by Dinesh Kumar Goel to train students for competitive entrance examinations for engineering institutions, especially Indian Institutes of Technology (IITs). Currently, the company has over 50 centres in India, and abroad, mainly in Bahrain and Qatar.
QInvest did not respond to requests from The Indian Express for comment.
Response from a spokesperson for Ambit Capital:
Ambit Group’s investment in FIITJEE was made in April 2014 for an amount of Rs. 36 crore. This was duly reported in tax returns and publicly disclosed in the audited balance sheet. The said transaction was made through an authorized dealer, in strict compliance with FEMA and RBI guidelines. The said transaction is not a related party transaction, as defined in Indian accounting standards.
Response from a spokesperson for FIITJEE:
You are hereby requested to expressly disclose your authority for executing any such enquiry/ investigation. Any attempt to have fishing enquiry and getting the vital information in highly deprecated. As per the understanding of the company, the system is in place and system is sufficiently empowered and competent to check and ensure the compliance as per law. It is brought to your notice that the company has taken a serious note of your e-mail as the same amounts to violation of privacy. It is to inform you that all the information which are required to be in public domain are already disclosed to the competent authorities/ authorities concerned.