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UNITED STATES BANKRUPTCY COURT SOUTHERN DISTRICT of NEW YORK ------X in Re Chapter 11 18-10509-shl Doc 394 Filed 08/25/18 Entered 08/25/18 10:35:19 Main Document Pg 1 of 116 UNITED STATES BANKRUPTCY COURT SOUTHERN DISTRICT OF NEW YORK ------------------------------------------------------------------x In re Chapter 11 Case No. 18-10509 (SHL) FIRESTAR DIAMOND, INC., et al.,1 (Jointly Administered) Debtors. ------------------------------------------------------------------x REPORT OF JOHN J. CARNEY, EXAMINER BAKER & HOSTETLER LLP 45 Rockefeller Plaza New York, NY 10111 Tel: 212.589.4200 Counsel to the Examiner 1 The Debtors and the last four digits of their respective taxpayer identification numbers are as follows: Firestar Diamond, Inc. (2729), Fantasy, Inc. (1673), and A. Jaffe, Inc. (4756). 18-10509-shl Doc 394 FiledTABLE 08/25/18 OF CONTENTS Entered CONTINUED 08/25/18 10:35:19 Main Document Pg 2 of 116 Page I. EXECUTIVE SUMMARY .................................................................................................1 II. KEY ENTITIES, INDIVIDUALS AND TERMS ...............................................................4 III. BACKGROUND .................................................................................................................8 The Commencement of the Chapter 11 Cases .........................................................8 The Examiner’s Appointment ................................................................................11 The Examiner’s Work Plan ....................................................................................13 The Examiner’s Legal and Forensic Team ............................................................15 The Examiner’s Investigation ................................................................................15 Appointment of the Chapter 11 Trustee.................................................................20 IV. THE ALLEGED FRAUDULENT CIRCUMSTANCES ..................................................24 An Explanation of Letters of Undertaking (“LOUs”) ............................................25 The Alleged Fraudulent LOU Scheme ..................................................................27 V. DEBTORS’ STRUCTURE AND REPORTED BUSINESS ............................................33 Modi and Debtors’ Origins ....................................................................................33 Firestar Diamond, Inc. ...........................................................................................35 Fantasy Inc. ............................................................................................................36 A. Jaffe ...................................................................................................................37 Debtors’ Capital Structure .....................................................................................38 Non-debtor US parents and affiliates .....................................................................40 VI. INVESTIGATIVE FINDINGS REGARDING DEBTORS’ BUSINESS PRACTICES ..44 Debtors Engaged in High Volume Transactions with Shadow Entities Identified in the Alleged Fraud ..............................................................................46 Debtors Treated the Shadow Entities as Related Affiliates Internally While Accounting for Them as Independent “Customers” or “Vendors” For Transaction Purposes .............................................................................................47 Anomalies in Debtors’ Financial Reporting of Transactions With Shadow Entities ...................................................................................................................64 Debtors’ Loose Diamond Transactions with Shadow Entities Appear Fraudulent ..............................................................................................................70 VII. FUNDS ALLEGEDLY OBTAINED THROUGH THE FRAUDULENT LOU DIAMOND SCHEME FLOWED THROUGH THE DEBTORS .....................................82 Example of Fraudulent LOU Transaction Traced by the Examiner ......................83 Confirmed Debtor Involvement in Alleged LOU Diamond Scheme ....................86 i 18-10509-shl Doc 394 FiledTABLE 08/25/18 OF CONTENTS Entered CONTINUED 08/25/18 10:35:19 Main Document Pg 3 of 116 Page Officer/Director Involvement in Alleged LOU Diamond Scheme ......................122 VIII. USE OF POTENTIALLY FRAUDULENT FUNDS ......................................................136 Suspicious Transfers to Bailey, Banks & Biddle .................................................136 Real Estate Transactions ......................................................................................150 IX. ADDITIONAL MISSTATEMENTS AND DISCLOSURE ISSUES .............................157 Misstatements In Loan Disclosures .....................................................................157 Disclosure Issues in Connection with Chapter 11 Cases .....................................159 X. CONCLUSION ................................................................................................................164 ii 18-10509-shl Doc 394 Filed 08/25/18 Entered 08/25/18 10:35:19 Main Document Pg 4 of 116 RED HIGHLIGHTS ARE “HIGHLY CONFIDENTIAL” DOCUMENTS I. EXECUTIVE SUMMARY On January 29, 2018, Punjab National Bank (“PNB”) lodged a complaint with Indian authorities against Nirav Modi and several entities controlled by him—alleging what has been described as the largest bank fraud in Indian history. As charged by both the criminal and civil authorities in India, Modi and his co-conspirators are alleged to have fraudulently borrowed approximately $4 billion over a period of years by manufacturing sham transactions purportedly to “import” diamonds and other gems into India using a web of more than twenty secretly controlled shell entities. On April 13, 2018, the Bankruptcy Court appointed the Examiner to determine if the three U.S. corporations indirectly owned by Nirav Modi, Firestar Diamond, Inc. (“FDI”), Fantasy, Inc. (“FI”) and A. Jaffe, Inc. (“A. Jaffe,” collectively with FDI and FI, the “Debtors”) and their officers and directors were involved in the criminal conduct alleged in India. After conducting an intensive 120-day investigation, the Examiner finds substantial evidence to support the knowledge and involvement by the Debtors and their senior officers and directors, namely Mihir Bhansali and Ajay Gandhi, in the criminal conduct alleged by the Indian authorities. Background On February 26, 2018, the Debtors filed voluntary petitions for relief under chapter 11 of the Bankruptcy Code, on the basis that the interruption of their supply chain and back office support provided by Modi-affiliated entities made it impossible to continue their respective businesses. The Debtors led the Bankruptcy Court and parties in these chapter 11 cases (the “Chapter 11 Cases”) to believe that they were innocent victims of the fraud. The prepetition CEO of the Debtors, Mihir Bhansali, remained on as the Debtors’ President and their prepetition CFO, Ajay Gandhi, retained his role for the first three months of the Chapter 11 Cases. The Court appointed the Examiner to, among other things, determine the extent, if any, of the Modi conspirators’ influence on the Debtors as well as whether any current officer or director 1 18-10509-shl Doc 394 Filed 08/25/18 Entered 08/25/18 10:35:19 Main Document Pg 5 of 116 had actively and knowingly participated in fraud or dishonesty involving the affairs of the Debtors. While the Examiner was conducting his investigation, the Court held a hearing to approve the sale of certain assets held by A. Jaffe. Based on testimony at the hearing, the Court raised concerns about approving the proposed sale. At a subsequent telephonic conference, Bhansali’s counsel represented that his client would assert his Fifth Amendment right against self-incrimination if compelled to testify about the issues raised during the hearing. Following this conference, the motion to sell the assets was withdrawn, Bhansali resigned all positions with the Debtors, and the Court later appointed a Chapter 11 Trustee. Summary of Investigative Findings The Debtors are in the business of selling finished jewelry to major retailers, including Costco, J.C. Penny, Army/Navy Stores, Macy’s and Zales, among others. The Examiner has uncovered that in addition to conducting their stated wholesale business, the Debtors conducted transactions totaling hundreds of millions of dollars with the foreign shell companies alleged to have been created and secretly controlled by Modi for the purpose of furthering the fraudulent banking scheme (the “Shadow Entities”). These transactions were primarily structured as purchases and sales of loose diamonds, at a volume and in a manner that is not consistent with the stated business of the Debtors. In the limited time available, the Examiner has identified tens of millions of dollars of purported diamond sales by the Debtors to various Shadow Entities, where payment can be traced to proceeds from the alleged bank fraud. The Examiner’s investigation has confirmed that criminally derived proceeds from these sales flowed from India into the U.S. and in numerous instances were returned to Firestar in India or used to fund Debtors’ operations, including making payments on loans made by banks in the U.S. In addition to linking the Debtors’ transactions to specific Letters of Undertaking (LOUs), 2 18-10509-shl Doc 394 Filed 08/25/18 Entered 08/25/18 10:35:19 Main Document Pg 6 of 116 the Examiner has identified numerous indicia of fraud involving the Debtors’ financial
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