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Post No: 113122 April 16, 2008, 12:48AM
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Sucheta Dalal
Money Life– Magazine - 10thApril 2008
Helios & Matheson under the Scanner

Sucheta Dalal reports on the bruising battle between H&M and Rajeev Sawhney

When the media writes about Helios & Matheson (H&M), it is only positive news .Nothing negative ever makes it to the newspapers. Yet, over the past two years, the company has caught in a bruising battle with Rajeev Sawhney, a US-based non resident Indian (NRI), co-founder of vMoksha, an IT company that was allegedly acquired by H&M.

On 12 March 2008, the Enforcement Directorate (ED) raided the Chennai headquarters of H&M. We learn that the raids were based on investigations by the Reserve Bank of India (RBI) that were forwarded to the ED in November 2007, in connection with foreign exchange violations in the vMoksha deal.

Meanwhile, the stock exchanges on which H&M is listed and the Securities and Exchange Board of India(SEBI) continue to remain silent, despite receiving the information as well as hundreds of documents sent by Rajeev Sawhney to them. Sawhney has also send the documents to RBI, Foreign Investment Promotion Board (FIPB), the Ministry of Corporate Affairs (MCA) and other regulatory agencies.

Rajeev Sawhney fights his battle by digging for information and then openly marking copies of the correspondence and new findings to every regulator in the country .The good news for India is that, unlike SEBI, the other government agencies have not ignored Sawhney's missives (most of them have also been marked to us and other journalists) and there has been several actions leading up to the raid by the ED.

The battle started a couple of years ago when H&M announced a $19 million buyout of vMoksha, co-founded by Rajeev Sawhney and Pawan Kumar( former CEO of the controversial DSQ Software), with the former putting in the money and the latter running the operations . Sawhney soon realised that he had been kept in the dark about many aspects of the deal.

For instance , he found that instead of receiving $19 million, a bank account had been 'fraudulently' opened in the State Bank of Mauritius in vMoksha's name and used to borrow US$ 13.5 million using a fake board sanction and false entries. That money was remitted to H&M ostensibly for subscription of redeemable preference shares on 28 June 2005. The regional director of the MCA conducted a technical scrutiny of H&M and found that the loan was, indeed, obtained by falsifying the board minutes and making false entries. Worse, the H&M chairman provided a personal guarantee for this borrowing by vMoksha even before acquiring the company or transferring any funds for its acquisition.

State Bank of Mauritius allegedly approved the loan , although the loan documents were unsigned and on plain sheets of paper instead of the company's letterhead.

On 30th June, the same funds were transferred back to vMoksha ostensibly as part of the acquisition amount and were used to pay back the dubious loan.

The regional director concluded that there had been a "diversion of funds between the two entities"; he also found problems with H&M's infusion of foreign capital under the guise of "foreign collaboration for software development" when in fact it is "only an investment for acquisition of vMoksha entities."

As things stand, the Vmoksha acquisition is part of an ongoing arbitration proceeding while investigations by various government agencies are independent of it. H&M has maintained a curious silence over all of Rajeev Sawhney's open allegations after having attempted to gag him couple of years ago. The media is completely silent and seems to blank out anything negative about H&M; the only action has share holders can witness is a pitched battle between H&M's mouthpiece and someone from the Sawhney camp on the moneycontrol.com message board. The irony is that money control and its associate CNBCTV 18 are silent on the issue.

From the investors' perspective, it is important to note that the share price, which was clearly being ramped up for a long while, is now quoting at Rs56.40, down from its 52-wek high of Rs188.85 in June last year.

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