New Delhi, Nov 7 (IANS) In a major twist to the dispute within Godfrey Phillips, Ruchir Modi, Director has submitted Whatsapp chats between himself and Chairman R.A. Shah to the Serious Frauds Investigation Office (SFIO) in the Ministry of Corporate Affairs which show that the Chairman is aware of the conspiracies and illegalities in the company, sources close to the development said.
Sources said the WhatsApp conversations accessed by IANS are between Modi and Shah where Shah is saying that Director and Chairman of Audit Committee Lalit Bhasin is a criminal and merely a rubber stamp of MD Bina Modi. Sources said he is also saying that most independent directors are criminals and are conspiring but the question arises that if the Chairman knows and does not act then what is the nature of his independence.
The chairman is aware of the illegality going on in the company but is acting on it, sources said as the matter reaches the SFIO.
R.A. Shah, Chairman, Godfrey Phillips and Ruchir Modi, Director in Whatsapp messages spread over September and October 2020 are discussing the inner workings of the company and the personnel involved.
Shah seems to be most concerned and disturbed by “criminals pornographing us” in his words and said “Things would be ok if they were made to stop doing that immediately”.
This conversation transpired on September 21 between Shah and Modi when Ruchir Modi says, “Lalit has received multiple messages from you daily which are confusing and make no sense. What seems to be the issue”. Lalit is presumably a reference to Lalit Modi.
Ruchir Modi sends a message to Shah on October complaining about the Company Secretary not responding to shareholder questions. “Mr. Shah, I am bringing to your notice that the company Secretary is not responding to shareholder questions posed at the AGM. I have shareholders who’ve found my number and are calling me directly”, Modi writes.
Ruchir Modi has recently written to Ministry of Corporate Affairs and SEBI citing serious irregularities at Godfrey Phillips.
After Modi says that as Chairman, Shah should take action, Shah responds, “This action should be taken by the MD or the CEO. It is the prerogative of the management to hire and fire criminal employees”.
Modi again stresses his point, “Sir it’s up to you as independent chairman to act upon these things when they are at your notice when the management is doing nothing about it”.
“As Non-Executive Chairman of the Company, it is not my responsibility to investigate the allegations of wrongdoings of the employees of the Company”, Shah says.
“It would be the responsibility of the Chairman of the Audit Committee to investigate and respond to questions relating to frivolous spending by the MD or any other self-appointed conscience keeper of the company and/or its management”, Shah adds.
To this Ruchir Modi puts a question on the audit committee chairman and says, “And if the chairman of the audit committee is in on it then what is to be done sir? He is the one who insisted on responding to shareholders questions in the private domain”.
Shah says that there are criminals on the board of directors. “I agree that the Board should collectively take the required action but how can the Chairman alone do anything,especially when his colleagues on the BOD are criminals? It is always the responsibility of the management of the Company to take punitive action against criminals in the Company”.
“Sir I am a director and you are the chairman – that’s 2 directors already who can begin the process”, Modi says to which Shah responds “All the criminals in the Company should be exposed.Since you are such a conscientious director,I would suggest you take the initiative.You would have my whole hearted support in ensuring that the company follows all legal requirements and upholds the highest principles and standards of integrity and propriety and ethics which appear to be non-existent at present”.
In a message on October 10, Shah says to Modi, “As the most responsible and conscientious non-executive director of GPI,please take the initiative in finding out what the results of the voting at the AGM of the Company were, and revert to me immediately or expeditiously,which would be now”. “Please ask the MD to provide the same information relating to the MD’s business expenses. Please request the Chairman of the Audit Committee to provide the same comprehensive information relating to his Company expenses charged to and paid for by the GPI company. Please ask the Company Secretary to do likewise. Please ask all the other independent directors to do likewise. Please ask the senior management to do likewise. Please send me all the information stipulated above immediately or expeditiously which would be now”, Shah says in a series of messages.
In a message on October 12, Modi says Lalit Bhasin, Chairman of the Audit Committee should be sacked. “I have no pleasantries with Lalit Bhasin. He is not a independent director in my opinion and should be sacked as chairman of the audit committee”.
On October 14, Modi asks Shah, “Is someone from the company threatening or blackmailing or harassing you? Whom might that be?”
Shah replies, “7.79.5 Billion criminals and evil diabolical devils are. Please make them stop doing that immediately.Perhaps you could ask the Interpol to help you since you are in London and they are in Lyon. Let me clarify,ask the Interpol to help you help us”.
“Many of the criminals that you have identified in the Company and the GPI BOD especially, are prominent among them”, Shah tells Modi.
“Does anyone in the company I.e these people have recordings of you and are blackmailing/harassing you”, Modi asks. “I think,from my limited knowledge of cyber crime, it is live streaming”, Shah replies.
“Oh!I did forget to mention one rather important fact, all our mobile and landline telephones are being tapped and have been for many years now”, Shah says in another message.
In another conversation on October 18, Shah talks about his Taj Chambers bills. “Why did you send my Taj Chambers Bills to criminals and evil diabolical devils in my office? Who asked Mahendra to send my personal credit card statement and information to criminals and evil diabolical devils in my office? Why have I not been able to use the TC facility since June end? Who gave instructions or orders to deprive me of the TC facility? Who else uses the TC facility from the Company? Please send me the TC Bills of everyone that uses the TC facility since November 2019,immediately”.
“I don’t have access to your Taj chambers bills nor did I send them to anyone. I also don’t know a Mahendra”, Modi replies.
“She tends to use Dr Lalit Bhasin as her tool to respond to any of my messages during a board meeting. That seems to be the same date she illegally took control of GPI, Indofil and the KK Modi trust. As none of us know what she does with the 10-20% of profits of GPI she steals”, Modi tells Shah on October 29.
“Where does Mrs Bina Modi’s lifestyle expenses come from? Where does her funds come from to pay Mukul Rohtgi, and Cyril Amarchand Mangaldas Seems to come from Gpi’s books or cash pulled out of GPI”, Modi tells Shah.
On the subject, Shah tells Modi, “You seem to be more concerned and interested and inquisitive about the MD’s lifestyle expenses than the interest of GPI and other sister concerns of the KKM Group of Companies!”.
“I am interested in the affairs of GPI, the issue of the MD’s lifestyle expenses only come up as a issue of how GPI is run as it’s a public company with responsibility to many shareholders including PMI”, Ruchir Modi tells Shah.