Business

WHAT THE FRAUD WAS ALL ABOUT BAD INVESTMENTS: Between 1999 and 2000, more than Rs 300 cr was spent on shares of IT and dubious companies whose values slumped up to a tenth of the purchase price. INSIDER TRADING: In March 2001, senior TFL managers sold shares of the company for personal gains using insider information. BACKDATED SALES: The shares were sold at twice the prevailing price by backdating deals. SUPPRESSION OF FACTS: TFL's subsidiary losses hidden from investors and promoters. IMPACT: TFL incurred losses of Rs 500 cr in past two years, deposits down from Rs 852 cr in June 2001 to Rs 555 cr in July 2002. RESPONSE: Top executives sacked, board resigns, inquiry by AF Ferguson instituted and promoters committed Rs 500 cr bailout.

Normally I am very convincing," said Ishaat Hussain, Tata Sons' finance director who wears several hats in the Tata Group, to a persistent shareholder at a group company's annual shareholder meeting on the evening of August 12. "But I do not seem to have convinced you." The shareholder was upset over the remuneration policy adopted by Voltas, a Tata company of which Hussain is the chairman.

These are times when the Tatas would like Hussain, also chairman of Tata Finance Ltd (TFL), to be at his convincing best. The ghost of the Rs 500-crore TFL fraud, which was uncovered in April 2001, has returned to haunt the group in the form of leakages from an AF Ferguson inquiry instituted by the Tatas themselves in June 2001. The 904-page report, which was submitted to the Tatas on April 24 this year and withdrawn on August 2, apparently bares some dark secrets of the group.

It casts aspersions on an act of Kishore Chaukar, managing director of Tata Industries and former vice-chairman of TFL, at a board meeting of the TFL on April 30, 2001. The meeting was called to review operations between July and December 2000. At the meeting, Chaukar allegedly tore off a page highlighting the rot in a TFL subsidiary, Nishkalp Investment, from the half-yearly review on Tata Finance.

The note, prepared by Dilip Pendse, the outgoing TFL managing director, had details of the huge losses incurred by Nishkalp till March 2001 and TFL's loans to Nishkalp as on April 30, 2001. Chaukar trashed the note apparently on the ground that the information contained in it was never disclosed before. To complicate matters, TFL had come out with a rights issue on March 30, 2001 and the information provided to investors at the time was far rosier than that presented by Pendse.

Business

THE TUSSLE OVER THE INQUIRY FERGUSON REPORT « Tata firms bought each other's shares. « TFL diverted Rs 40 cr from rights issue to invest in its own subsidiary. « Such deals point to lack of corporate governance. TATAS' RESPONSE « Report skewed, all intra-group deals are legal. « There has been no diversion of funds from TFL. « Report flawed, intent of author is questionable. "We have been completely transparent on the issue." Ishaat Hussain, Chairman, Tata Finance Ltd

Pendse had revealed that as on April 30, 2001, Rs 433 crore of TFL's loans to Nishkalp had virtually vanished into thin air. Pendse, once the blue-eyed boy of Tata Group Chairman Ratan Tata, had quit TFL in February and was serving his notice period. Had Chaukar not withdrawn the information and had the board accepted it, TFL would have had to inform SEBI and RBI that it had provided them incorrect information earlier.

Rumours were flying thick in the stock market that Nishkalp had made huge losses on its investments which had not been mentioned in the offer document for the rights issue.

Chaukar and other board members claim Pendse had kept them in the dark. SEBI demanded the truth from the Tatas and asked the group to give investors in the rights issue the option to take back their money.

Business

IS PENDSE GUILTY? DILIP S. PENDSE: Former managing director, TFL CHARGES « Invested heavily in IT scrips and didn't exit it time, causing huge losses. « Didn't warn TFL board of the huge erosion in value of these investments. « Indulged in insider trading by back-dating the transactions. « Cheated TFL causing a loss of Rs 424 crore to the company. DEFENCE « The board asked him to invest in IT stocks and hold those shares « Sent daily NAVs of investments to TFL and Nishkalp chairman. « The transactions were genuine and were not backdated. « Didn't run away with the money. Losses were due to collective failure. "We've sought details of the report. Further action will be decided after examining it." Vinod Dhall, Secretary, DCA

An inquiry by the Tatas revealed that TFL was staring at a Rs 500-crore erosion in value of its loans to Nishkalp. There were charges of insider trading by Nishkalp chairman J.E. Taulalicar. He allegedly sold 1,00,000 shares of TFL at a price twice that of the prevailing market price (Rs 33) on March 30, 2001. Allegedly Pendse himself did the deal. To justify the high sale price, the transaction was backdated to September 2000 when the share price was higher. Pendse and his family members allegedly carried out other similar deals.

In June 2001, the Tatas asked a three-member committee headed by Y.M. Kale, senior partner with Ferguson and the man who has now fallen from grace with the Tatas, to probe the charges. The insider trading charge is also being probed by SEBI and the regulator is believed to have found evidence against Taulalicar and Pendse.

The Ferguson report is also believed to have hinted at poor corporate governance in the Tata Group. The Tatas wrote a stinker to Ferguson outlining glitches in the report and accusing Kale of distorting facts. Ferguson, which had till a few months back praised Kale for his good work, sacked him. Ferguson also withdrew the report to "review" it. It probably didn't want to antagonise the Tatas considering that it audits 36 Tata firms, but not TFL. The Tatas deny putting pressure on Ferguson.

Business

WAS CHAUKAR NEGLIGENT? KISHORE CHAUKAR, Former vice-chairman, Tata Finance CHARGES Refused to take on record Pendse's update on Nishkalp's finances. Not aware of Nishkalp's health despite being on its board since 1999. DEFENCE Update not credible and not for the period under review at meeting. Was kept in the dark by Pendse and others despite repeated queries.

Either Ferguson buckled or there were flaws in Kale's report, which do not reflect well on the firm. In the past, Kale has done several critical assignments for Ferguson, including the valuation of the merger of ICICI with ICICI Bank. "Ferguson should come clean on what Kale's misdeeds are. Or else, every report that Kale has authored should be thrown open to scrutiny," demands BJP MP Kirit Somaiya, a chartered accountant.

The Tatas, while running full-page newspaper notices against a "vilification campaign", have kept the report under wraps. This in itself has raised questions. Don't the shareholders of TFL deserve to know the contents of the report, even if it is accompanied by a rebuttal from the Tatas? Sure, the Ferguson report isn't a statutory audit report on TFL's finances and the company is under no legal obligation to make it public. "We had asked for the investigation of our own will and having found inaccuracies in the report, decided to bring these to the notice of Ferguson. We have been completely transparent," says Hussain.

But the issue isn't going to die soon. SEBI and the Department of Company Affairs (DCA) have asked for the report. "We have sought details of the report which was allegedly withdrawn by Ferguson and all related correspondence. Further action will be decided after examining them," says Vinod Dhall, secretary, DCA.

Pendse too isn't keeping quiet. Faced with three firs and one civil case (for recovery of Rs 424 crore) slapped by the Tatas, he threatens to reveal more than what he did on April 30, 2001. He will soon file an affidavit in the Bombay High Court replying to the Tatas' charges and disclosing other "improprieties". He claims he kept former TFL chairman Freddie Mehta informed of Nishkalp's investments on a daily basis. "All transactions had the consent of the TFL board. They are now trying to make me a scapegoat," alleges Pendse.

The issues raised by the Voltas shareholder on August 12 is trivial in comparison. Right now, the Tatas are faced with what is perhaps their biggest test. And Hussain and his colleagues at Bombay House cannot afford to fail.

-with Malini Goyal