Twice over the course of the ongoing all-encompassing multi-disciplinary Chanda Kochhar-Videocon Industries probe has chairman Venugopal Dhoot accepted complicity in the dirty deal.
Dhoot reported to the CBI vide letter dated 25. 4. 2018 that "With reference to the captioned preliminary enquiry, I hereby submit that in my capacity as CMD of Videocon Industries, I have been entrusted with substantial powers of management inter alia including the authority to make investments/extend loans, advances etc, accordingly, ₹64 crore given by the company to Supreme Energy Pvt Ltd is within the powers entrusted upon me."
This was disclosed by Dhoot during the inspection of Videocon during his statement under oath and through letter dated 15/11/2018. On 12.6.2018 a missive sent by VIL to SEBI states: "This was a decision in terms of authority as the matter is very old, we are checking whether there was any contract to this effect. Further in the next para, it is stated that no approval of audit committee was taken on the date of advance as there was omission on the part of Venugopal Dhoot to disclose the interest in the entity."
Slam dunk and an airtight case where the investigators have probable cause and clear collusion between Videocon's Dhoot and Kochhars.
The probe agencies have compiled the exact manner of flow of funds and the present status thereof in Videocon Group.
Here is the anatomy of the collusive fraud:
* Videocon Industries Ltd (VIL) paid ₹64 crores purportedly as "advance" to Supreme on 8/09/2009.
* VIL then assigned this advance/receivable from Supreme to its Group company IRCL on 05/07/2011.
* Indian Refrigerator Company Ltd (IRCL) it turn assigned it to another group company, Real Cleantech Pvt Ltd (RCLP) on 05/08/2011.
* The Present status of RCPL is "Struck off" in RoC Records as ROC struck this company under Section 248 being defaulting in fining AR and BS after 2014 even though the amount is still payable by Supreme to VIL Group.
* In lieu of this Advance, Supreme Energy allotted OCDs worth ₹64 Crores to RCPL on 05.10.2011.
* RCPL allotted 0% OCDs to IRCL on 31/03/2012.
* RCPL and IRCL are both VIL Group Companies and still continue to be same, except the fact that RCLP is now struck off.
* In view of RCLP being Struck Off Company, this receivable by RCPL/VIL Group from Supreme (or Kochhar Group of Companies) is highly nonexistent/doubtful. It is clear that Videocon Group had no serious intention to recover the funds.
Further, the flow of ₹64 crore received from VIL by Supreme and further flow in Kochhar group is as under:
* Supreme Received ₹64 crore from VIL on 08/09/2009 shown as unsecured loan as per BS as at 31.03.2010.
* On the same day, on 08/09/2009, Supreme transferred this amount to NuPower Renewables purportedly for subscription for allotment of Zero Coupon Fully Convertible debentures.
* NuPower allotted such debentures to Supreme on 25.03.2010.
* Such Debentures were converted to Equity on 19.03.2016 at a premium of ₹1,156.50 per share to Supreme and allotted 548,650 equity shares aggregating to ₹64 core. The premium was on the basis of a valuation report by PWC which is already under examination by Income Tax Department (details may be examined during inspection of NuPower).
* NuPower is in the business of Wind Power using such funds coupled with bank loans and from other entities too. The said wind power assets of NuPower were later hived off into three parts by way of Slump Sale to NuPower Wind Farms Limited (Under inspection) and Echanda Urja Private Limited (under inspection) and the third portion remains with NuPower.
How Companies/corporate structures have changed hands and considerations involved:
* Supreme was a company belonging to V.N. Dhoot as all the shares were held by Dhoot and his associates at the time of "advance" of ₹64 crore of funds by VIL to Supreme.
* Dhoot transferred all his equity held in Supreme to Mahesh Punglia (his consultant CA) on 2.11.2010 at par (9990 equity shares of ₹10 each at par) while ₹64 crore was still receivable by VIL from Supreme and at present which is still receivable by RCPL (Videocon group Company)
* In the meantime, Dhoot floated another company NuPower jointly with a Company, Pacific Capital Services Private Limited (a company owned by the relatives of Deepak Kochhar) as 50:50 venture.
* NuPower became subsidiary of Supreme as result of sale of all 50% of his shares by Dhoot to Supreme at Par (24996 shares of ₹10 each totaling to ₹2,49,960) and Pacific sold to Supreme of its 22500 equity Shares of ₹10 totaling to ₹225000 at par). Rest of the shares held by pacific were sold to Deepak Kochhar at par.
* Later, on 12.03.2012, NuPower further allotted 1897000 equity shares of ₹10 each to Deepak Kochhar as managing trustee of Pinnacle Trust and 100000 equity shares of ₹10 each Sunil Bhuta on conversion of warrants. Consequently, NuPower ceased to be subsidiary of Supreme and 97.66 % were held by Deepak Kochhar and his associates and only 2.32% with Supreme.
* Puglia sold his entire shareholding of 9990 equity of ₹10 each in Supreme (which he had got at par from Dhoot to Deepak Kochhar in his capacity as the managing Trustee of Pinnacle Energy Trust on 29.09.2012 at par totaling to about ₹10 lakh. On the same date, the remaining 10 shares held by Vasant Kakade (an associate of Dhoot) were transferred to Prem Rajani (an associate of Kochhar]. At this stage Dhoot, even indirectly, exited from the ownership of Supreme and it became a hundred percent company of Deepak Kochhar (through his trust) at par face value of ₹10 per share even though at this stage also a sum of ₹64 crore was due from Supreme to RCLP (Group company of Videocon).
* Thus, Deepak Kochhar owned and controlled both Supreme and NuPower even though at this stage also a sum of ₹64 crore was due from Supreme to RCLP (Group Company of Videocon now struck off).
* Later, sums of about ₹325 crore have flown in NuPower from Essar Group/Firstland Holding Limited between 2010 to 2012.
* NuPower acquired Wind Powers from Shriram Group and also constructed its own wind power business by consolidated funds in its kitty (sum total of funds from Videocon, Firstland, DH Renewable, bank loans etc).
* Later, this company under inspection namely NuPower Wind Farm Limited was incorporated by Deepak Kochhar.
* The Wind Power Business of NuPower was sold by slump sale to the company under inspection and another part to NuPower Wind farms and third undertaking remains with NuPower.