The alleged fraudulent wire transfer supposed to have been made on 28.06.05 and 30.6.2005 is being portrayed as consideration for the acquisition of Vmoksha.
_________________________________________________________________
It is necessary to mention here that the Helios Matheson Information Technology Ltd along with Mr. Pawan Kumar. Pawan Kumar herein, had opened a bank account with State Bank of Mauritius, Mauritius, in the name of Vmoksha Technologies Limited, Mauritius. For this purpose, a circular resolution has been relied upon ( by the Helios Matheson Information Technology Ltd ) to show, as if, the resolution had been duly passed by the board of directors; even here, the document which has been relied upon mentions it as an extract of the board resolution. However, only Pawan Kumar had signed the said circular resolution and other three directors had no knowledge of, and did not sign the resolution.
The Vmoksha Technologies Ltd, Mauritius through Pawan Kumar appears to have applied for a loan of 13.5 Million USD apparently for payment of consideration towards subscription of preference shares in the Helios Matheson Information Technology Ltd company. It is interesting to note that based on the application for loan submitted by the Vmoksha Technologies Ltd, Mauritius, the State Bank of Mauritius, Mumbai branch, informed the Vmoksha Technologies Ltd, Mauritius about the sanctioning of the loan upon personal guarantees to be obtained from Mr.G.K.Muralikrishna and V.Ramachandran, directors of Helios Matheson Information Technology Ltd. State Bank of Mauritius, it appears, sanctioned the loan subject to a lien letter for pledge of proceeds (the monies stated to have been transferred to the State Bank of Mauritius at Chennai) received by M/s Helios Matheson Information Technology Ltd.
The approval of shareholders of Vmoksha Technologies, Mauritius has also not been obtained as required under the terms and conditions of the loan. In other words, the loan which had been sanctioned was only a book entry when no monies were actually paid for the purpose of the alleged subscription /allotment of preference shares in favour of Sellers under the SPA.
This book entry by State Bank of Mauritius is the same entry, which is sought to be relied upon by the Helios Matheson Information Technology Ltd company to justify the false allegation that full consideration had been paid in terms of Clause 2 of SPA. The Helios Matheson Information Technology Ltd had once again requested the State Bank of Mauritius to reverse the book entry for sending it back to it to show, as if, wire transfer had been made towards consideration for the purchase of shares under SPA. The best piece of evidence in the alleged fraud committed is the fact that the Helios Matheson Information Technology Ltd had not ensured reversal of the entry but also paid the bank commission charges which is available in the bank statement of the Vmoksha Technologies Ltd, Mauritius. Therefore, not only did the Helios Matheson Information Technology Ltd go out of the way by providing personal guarantees for the loan availed by the third respondent but had also paid commission and interest to the State Bank of Mauritius.
It is also necessary to mention that State Bank of Mauritius was the banker of the Helios Matheson Information Technology Ltd whereas the Vmoksha Technologies Ltd, Mauritius’s banker was HSBC. Hence, the reason for engineering the alleged fraud in collusion with the Helios Matheson Information Technology Ltd’s banker for securing the alleged loan, is evident from the act of the Helios Matheson Information Technology Ltd.
Further documents proving the alleged fraud :
The following very important document shows that all were aware that any transaction on behalf of the company would require duly signed Board Resolution by all directors and hence a resolution having names of all the Directors was sent for Mr.Rajeev Sawhney’s signature and the same was never signed. A confirmation mail from the escrow agents clearly states to stop the process of the completion of the alleged fraudulent transaction as this alleged fraud was not acceptable to the Shareholders and Directors of Vmoksha Technologies.
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From the inception of entering into agreements Helios and Matheson Information Technology Ltd - Chennai, had no intention of paying the consideration.
On 28th June 2005, After Pawan Kumar having singly signed the forged documents in connivance with State Bank of Mauritius and The Chairman and the Managing Director of Helios and Mathesons Information Technology Ltd. Opened an alleged fraudulent account with SBM - Mauritius and got the loan amount credited on personal guarantees of The Chairman Ramachandiran and Managing Director G.K. Muralikrishna.
SBM – Mauritius then took a pledge / lien letter from Helios and Mathesons on the funds that SBM-Mauritius remitted to M/s Helios and Mathesons Information Technology Ltd – account with their ( SBM ) branch in Chennai.
After having committed the alleged fraud, Pawan Kumar in connivance with Helios and Mathesons and The State Bank of Mauritius sent an E-mail through his assistant / CFO, Mr. M. Srikrishna to PWC – “ The escrow agents”, requesting them to make Mr. Rajeev Sawhney agree for the loan and for opening of the account.
Original Message -----
From:
To:
Cc:
Sent: Tuesday, June 28, 2005 3:56 PM
Subject: Resolutions requiring signature
Puneet,
As discussed, please find attached the resolutions requiring signature of
Mr. Rajeev Sawhney. These are resolutions to facilitate payment of the
purchase consideration through the State Bank of Mauritius as per the
procedures finalized.
Please get the signed copy sent to me at the earliest.
(See attached file: Resolution-FCY Loans_28 June 2005.doc)
12th July 2006
A two-member bench of the Madras High Court comprising Hon’ble Chief Justice Mr. A P Shah and Hon’ble Justice Mr. D Murugesan has since ordered (the judgement of the Court was delivered by the Hon'ble Chief Justice) The order are inter alia as follows :
The impungned order of the learned single Judge is set aside.
The first respondent M/S Helios and Matheson Information Technology Ltd. agrees not to show Vmoksha group of companies as their companies on their website or otherwise.
28th September 2006
We the 100% Share Holders and local Directors of Vmoksha Technologies Ltd - Mauritius here by confirm that none of our shares are in any escrow account.
We also hereby confirm that our agreement with M/s Helios Matheson lapsed/expired on 9th Sept 2005. M/s Helios Matheson did not complete any of its obligations in regards to the Sale Purchase Agreement.
The escrow agents did not extend the lapsed / expired agreements. On numerous occassions the escrow agents confirmed the non fullfillments of obligations by Helios and Matheson.
Helios Matheson did not deposit the required preferential shares in the escrow account which was one of the most basic requirement of the Sale Purchase Agreement.
Helios Matheson did not deposit an original bankers draft Rs. 1.2 Crores as a walk away fee in to the escrow account which was the second most basic requirement of the Sale Purchase Agreement.
Instead sent the following photo copy only
murali
07/12/2005 09:15 PM
To: n.v.sivakumar@in.pwc.com
Cc: rk@khaitanco.com, Pawan@Vmoksha.comSubject
Re: Documents held in Escrow
To Escrow Agents:
A scanned copy of the pay order for Rs.1.2 cr is attached. Kindly arrange to return the cheque.
Best regards
Muralikrishna
Due to the above two basic conditions having not met by Helios Matheson the agreements lapsed / expired after 120 days on 9th sept 2005.
We Vmoksha Technologies Ltd - Mauritius are an independent Share Holding company.
We also hereby confirm that we the shareholders and local directors have never remitted any funds to M/s Helios Matheson which they are
29th September 2006
In view of M/s Helios Matheson claim before the arbitration tribunal which appeared in the press, all the stakeholders are informed that:
We have filed an elaborate counter claim before the Arbitral Tribunal consisting of the Sole Arbitrator Mr. Justice K.Venkataswami, Retired Judge of the Supreme Court, bringing the element of the alleged fraud in respect of consideration of 62 Crores which M/s. Helios and Matheson Information Technology Limited claims has been paid. The highlight of the element of the alleged fraud and the involvement of State Bank of Mauritius, which appears to have acted at the behest of M/s. Helios and Matheson Information Technology Limited.
The deal was not completed in the stipulated time of 120 days as per Sales Purchase Agreement dated 11 May 2005.
Vmoksha has claimed compensation of Rs. 50 Crores, as M/S Helios and Matheson had not fulfilled its obligation.
Vmoksha has also claimed compensation of Rs. 200 Crores towards loss, hardship and mental agony suffered on account of acts of omission and commission by M/s. Helios and Matheson Information Technology Limited.
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----- Original Message -----
From: IFS
To: Rajeev Sawhney
Cc: Pawan Kumar ; Venkateshd@Vmoksha.com ; Srikrishna ; puneet.kinra@in.pwc.com ; arunkumar.bs@in.com ; S.Ishwar@uk.akzonobe.com ; suresh.talwar@crawfordbayley.com ; n.v.sivakumar@in.pwc.com ; balakrishnan@crawfordbayley.com
Sent: Wednesday, July 06, 2005 10:54 AM
Subject: Vmoksha Technologies Ltd (the "Company")
Dear Mr Sawhney
As requested, please find attached the advice slip received from State Bank of Mauritius Ltd for the funds transfer to Helios Matheson Information. As mentioned we are completely unaware how this transaction went through and when did the Company opened a bank account with State Bank of Mauritius Ltd, without a Board resolution.
We are actually in process of quering same with State Bank and upon receipt of a clarification, we shall advise you accordingly.
Best regards
Akshar Maherally / Prema Joysuree
For International Financial Services Limited
Secretary Administrator
______________________________________________________
International Financial Services Limited
3rd Floor, Les Cascades, Edith Cavell Street, Port Louis, Mauritius
Telephone: (230) 211 2000 Facsimile: (230) 211 1000
______________________________________________________
25th October 2006
We Vmoksha Technologies shareholders and local directors confirm that we did not open any account with the State Bank of Mauritius - Mauritius and no Board Meeting was ever held by us on 28th June 2005.
The alleged “Fraudulent Account “ Opened and loan granted for an amount of US$ 13.5 Million (Approximately Rs. 62 Crores) by State Bank of Mauritius – Mumbai/Mauritius is also without shareholders and local directors knowledge as confirmed above by the then our Company Secretary and Administrator M/S International Financial Services Mauritius. A legal action is contemplated against the State Bank of Mauritius and others. We are also contemplating for a request for inspection of documents held with the State Bank of Mauritius as the loan applied for was with the alleged forged resolution document reading inter alia as under:
It was resolved that:
(a) the company avails itself from State Bank of Mauritius Ltd. of Port Louis, a short term Loan of USD 13.5 m against:
Personal Guarantee of Mr. V. Ramachandiran (chairman) and Mr. GK Muralisrishna, MD of Helios and Matheson Information Technology Ltd.
Lien letter for pledge of proceeds by Helios and Matheson Information Technology Ltd.
The account was opened :
Without – Any – Account Opening Form Duly Signed by all directors and
authorized Signatories
Without – Any - Signature Card – Duly Signed by all Directors and Authorised
Signatories
Without – Any - Duly Signed and certified Memorandum and Articles of
Association
Without – Any – Board Approval
Without – Any - Board Resolution Duly Signed by all directors/Company
Secretary
Without– Any- Knowledge of the Company Secretary / Administrator of the
Company
Without – Any – Passport copies and Photographs – Duly signed and certified by /and of all the directors / authorized signatory
Without – Any – Knowledge about our company / Vmoksha’s Financials ie:-
Last three years Balance Sheets duly signed and certified by all
the Directors /Authorised Signatory.
Without – Any – Address Proof of the Company and its Directors and
Authorised Signatory.
Without – Any- Copy of Incorporation and commencement Certificate- Duly
signed and certified by all directories / Authorised Signatories.
Without - Any - Introduction from our existing banker of Vmoksha which is HSBC Mauritius
Without - Any - Initial / Minimum Deposit
Without - Any - Signature Verification of all the Authorised Signatories from Vmoksha's existing bankers HSBC Mauritius.
NO "KNOW YOUR CUSTOMER" as well as NO "DUE DILIGENCE" norms were followed
• A clutch of smaller IT firms are manipulating share prices and rules
• The HM-Moksha technologies deal raises a number of such questions
• Do exchange disclosure rules apply to only those who abide by these?
Pawan Kumar’s immediate previous job was as co-founder of Moksha, another IT company, that has over 500 employees and three international entities—Moksha Technologies Inc, USA; Moksha Technologies Pte, Singapore; and Moksha Technologies, Bangalore. Pawan Kumar had co-founded this company with Rajeev Sawhney, a non-resident Indian
Moksha hit the headlines on April 12 last year, when Helios Matheson (HM), announced a $19 million deal to acquire it and said that Pawan Kumar would continue as its CEO. HM’s share price soared. However, Moksha’s co-founder, Rajeev Sawhney, was allegedly shut out from this action and initiated legal action. Now cut to February 7, when Pawan Kumar moves to Scandent and has apparently cut his ties with Moksha and HM. I learn that Rajeev Sawhney has now acquired full control of Moksha through a settlement with Kumar. In an e-mail to friends, Pawan Kumar admits to having “signed a definitive agreement to sell my interest in Moksha and bought my partner’s interests in Fortress and Jadoo Works.” This is accompanied by his new coordinates
Does this mean that the HM-Moksha deal has fallen through or was never sealed? There is no announcement to the stock exchanges or to shareholders. The only indicator that things are not all well is the share price. HM had announced a 89% jump in its net profit for the fourth quarter (ending December 31, 2005), causing the share price to spiral up from Rs 206 at the end of December to Rs 257 on January 19. But while the Sensex crossed 10,100, HM slipped down to Rs 218 on February 10.
Meanwhile, the State Bank of Mauritius (SBM) has received a letter from Rajeev Sawhney, founder of Moksha and Pawan Kumar’s partner, questioning how the bank opened an account in the name of Moksha Technologies Ltd, Mauritius, with the signature of only one director, Pawan Kumar. More pertinently, the account was used to borrow $13.5 million on June 28, 2005, which was transferred to HM through SBM’s Chennai branch. Why was Moksha borrowing money and transferring it to HM rather than the other way around?
Sawhney’s letter further says Pawan Kumar, director and shareholder, has sold his stake/shares to the former and moved to his next assignment. As in the DSQ software case, stock exchange disclosure rules are only for those who choose to follow these. Here is a case where at least two listed companies owe an explanation to their shareholders. Ironically, stock exchanges routinely cross-check media reports about companies, but what is not reported to the bourse or by the media remains nicely buried
Business Line
Business Daily from THE HINDU group of publications
Friday, Oct 13, 2006 - ePaper
http://www.thehindubusinessline.com/2006/10/13/stories/2006101300960500.htm
Info-Tech - Courts/Legal Issues
Vmoksha seeks compensation from Helios and Matheson
Our Bureau - Chennai , Oct. 12
Vmoksha Technologies Ltd has claimed a compensation of Rs 50 crore from the Chennai-based Helios and Matheson for not fulfilling the obligation of merger between the two in 120 days as per the Sales Purchase Agreement dated May 11, 2005.
The Bangalore-based IT company has also claimed a compensation of Rs 200 crore "towards loss, hardship and mental agony suffered on account of acts of omission and commission by Helios and Matheson," according to a Vmoksha statement.
The statement, featured in the company's Web site, also carries a copy of the letter sent on July 6, 2005 to Mr Rajeev Sawhney, Vmoksha founder, by Akshar Maherally/Prema Joysuree, Secretary and Administrator, International Financial Service, a management company incorporated in Mauritius.
The letter says, "As requested, please find attached the advice slip received from State Bank of Mauritius Ltd for the funds transfer to Helios Matheson Information. As mentioned, we are completely unaware how this transaction went through and when the company opened a bank account with State Bank of Mauritius Ltd, without a board resolution."
STOCK VINDALOO - SHADY INDIAN INVESTORS TAKE GRIP OF A U.S. FIRM - Aug 7, 2006.
http://pqasb.pqarchiver.com/nypost/results.html?st=advancedQryTxt=Stock+Vindaloosortby
=REVERSE_CHRONdatetype=0frommonth=08fromday=01fromyear=1998tomonth=
11today=08toyear=2006By=Christopher+ByronTitle=Stock+Vindaloo%2C+Shady+Indian
+Investors+take+grip+of+a+US+Firm
Abstract (Document Summary)
[Kannan Ramasamy] had been running the U.S. operations of an Indian outsourcing company called Scandent Group, when in 2002, [Dinesh Dalmia] sold the company millions of dollars worth of U.S. business contracts that he had apparently stolen from his own backers in India.
In early 2006, yet another man with close ties to Dalmia, [Pawan Kumar], joined Scandent in a top job, as head of its operations in India. Kumar had earlier worked directly for Dalmia as chief executive of a Dalmia-controlled company called DSQ Software Ltd.
As it happened, DSQ Software was the very same company that Dalmia had looted of its U.S. business contracts. Now, Scandent was apparently inviting Dalmia's top man in India back to help manage the stolen assets.
Reproduced with permission of the copyright owner. Further reproduction or distribution is prohibited without permission.
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