Shri Narendra Modi

Hon’ble Prime Minister of India

Prime Ministers Office
Raisina Hills
New Delhi – 110 001

15th March 2016

Subject: Appeal to seek an appropriate investigation into illicit banking and

commercial relationship between Videocon Group of Venugopal Dhoot and ICICI
Bank’s MD & CEO Chanda Kochhar’s family owned NuPower Renewable
Group steered by her husband Mr. Deepak Kochhar for amassing wrongful
personal gains deceiving Stakeholders, Shareholders, Public / Private Sector Banks
and Indian Regulatory Agencies for unjust and illegal enrichment through corrupt
banking practices within India and tax heavens by a high level
CBI/ED/SFIO/SEBI/the RBI team to ensure healthy private sector Banking.

Dear Mr. Prime Minister, Sir,

Being a vigilant investor shareholder of the Videocon Group and the ICICI Bank, I
am committed to bring about transparency and good corporate governance for
healthy functioning of the Indian private corporate sector and the private sector
Banks, I am constrained to seek your kind intervention for preventing certain dirty
banking practices and illicit corporate dealings by persons interested in amassing
wrongful personal gains. This adds to the erosion of the corporate quality of Bank
Funded Assets.

Sir, the fact that the Videocon Group led by Mr. Venugopal N. Dhoot has made
hefty political contribution of Rs. 11.1 crore to the Bharatiya Janata Party’s (BJP) led
Union Government during the year 2014, as against just Rs. 5 lakh in the previous
year, should not deter the Government to order an appropriate independent
investigation to bring out the truth relating to opaque corporate transactions and
prevent impending banking crisis in the ICICI Limited. The Videocon Group is
heading deep into crisis and will soon become drain on Banks as Non Performing
Asset despite the ICICI Bank offering them murky financial supports. This is a
serious misgovernance issue and deservers your intervention or else the reputation
of the Government will get tainted.

Please read this representation in conjunction with a detailed corporate

dossier Annexed herewith (Annexure: 1– 22) detailing chronology of events relating
to nexus between the ICICI Bank CEO&MD specifically with Venugopal Dhoot of
Videocon Group.

The Dhoots of Videocon Group have dubious business track record of pursuing
Unfair Trade Practices post economic reforms initiated by the Congress led UPA
Government. The Videocon Group has cheated and defrauded millions of small
investors and State Government Financial Institutions in Gujarat. In September
1992, the undersigned acted as a whistle blower, and the Hon’ble MRTP
Commission had then stalled the public offering by the newly established Videocon
Narmada Electronics Limited (VNEL) public issue at a hefty premium circumventing
the then prevailing laws. VNEL - a JV with Gujarat Narmada Valley Corporation
turned sick and got merged with Videocon International Limited. The group has
conned million of small investors and amassed wealth manipulating the government
and judicial machinery to their advantage.

Through this representation the undersigned is again blowing the whistle loud and
clear to seek your intervention in the matter to avert corporate fraud on investors and
the Indian private sector Banks. Over the past two decades the Videocon Group, has
spread business interests in India and overseas markets covering Consumer
Electronics, Oil and Gas Exploration, Telecom and Power sectors enterprise and has
established several overseas entities including tax havens. The Group fortunes have
been sinking and the investors have lost money yet the promoters have become
wealthy by enjoying their proximity to the people who matter in corridors of power.

You may be shocked to know that the Videocon Group – led by the Videocon
Industries Limited – has a debt of Rs. 45,405 crore for the financial year (FY) 2014-
2015 on books. Over the years the absolute debt levels have risen unabated despite
assets sales both partly due to ongoing capex but substantially due to operational
losses. The absolute debt levels have risen from Rs. 12,000 crore (Cr) in FY 2011 to
Rs. 45,405 Cr as of December 2014. The Auditors have already reported that the
Videocon Group has made default of Rs. 1820 Cr during FY 15 in repayment of debt
of up to 360 days.

In fact, the internationally reputed Research firm Credit Suisse in their famous report
entitled “House of Debt” released on 21stOctober 2015 has identified the Videocon
Group as number 4th largest Corporate as “House of Debt” under high financial
stress in India. The fortunes of Videocon Group rests on fresh borrowing to service
mounting debts. Now the survival of the Group precariously depends upon Dhoot’s
brother’s ability to obtain sweetheart deals from their bankers for bail out dealings.
The ICICI Bank has fallen prey to their design.

Under a premeditated conspiracy the Videocon Chief Venugopal

Dhoot incorporated a Joint Venture business enterprise with Deepak Kochhar –
husband of the CEO & MD of ICICI Bank Ms. Chanda Kochhar way back on 24th
December 2008 in the name of NuPower Renewables Private Limited as 50:50
joint venture (JV). The NuPower Renewables is a JV between Venugopal Dhoot
and his brother Rajkumar Dhoot and Deepak Kochhar along with his wife and his
financial services company – Pacific Capital Services Private Limited established
in 1999 – where Ms. Chanda Kochhar is the ultimate financial beneficiary of the Joint
Venture with the sinking Videocon Group.

RISE OF KOCHHAR’S OWNED JOINT VENTURE – NUPOWER RENEWABLES

LIMITED FUNDED BY THE VIDEOCON GROUP CHIARMAN VENUGOPAL
DHOOT:

In December 2008, Venugopal Dhoot and Kochhar’s family conspired and

incorporated a private joint venture company named NuPower Renewables Private
Limited in Mumbai wherein both the Videocon Group Chief Venugopal Dhoot and the
family of Chanda Kochhar – her husband and father/sister-in-law owned 50:50 joint
equity ownership.

The first Directors of the NuPower Group included:

1. Mr. Venugopal N. Dhoot

2. Mr. Deepak V. Kochhar
3. Mr. Saurabh P. Dhoot.

The list of initial subscribers of the NuPower were the Dhoot brothers family including
Venugopal Dhoot, Saurabh Dhoot (son of Venugopal’s brother Pradeep Dhoot),
Rajkumar Dhoot and Deepak Kochhar and Kochhar’s owned Pacific Capital Service
Private Limited. The Pacific Capital Services Private Limited then was
owned 90% by Mrs. Neelam Advani (wife of Mrs. Chanda Kochhar’s brother
Mahesh Advani) and 10% by Mr. Virendra Kochhar (Father-in-law of Mrs. Chanda
Kochhar).

Mrs. Chanda Kochhar was ICICI Bank’s Joint MD & Chief Financial Officer (CFO) till
early 2009. In May 2009 Chanda Kochhar became the CEO & MD of ICICI Bank
Limited.

Upon Chanda Kochhar becoming CEO & MD the identity and ownership of the
NuPower Renewables Private Limited was masked by transferring the
shareholding to “Pinnacle Energy” (A Trust) where Mr. Deepak Kochhar the
husband of Chanda Kochhar is the Managing Trustee. As per the Valuation
Report doctored by the E&Y dated 10th December 2014 the shareholding pattern of
the NuPower Renewables Private Limited as at 31st March 2014 constituted equity
ownership as 92.7% with Pinnacle Energy (A Trust) with Mr. Deepak Kochhar as
Managing Trustee and Other owned 7.3% shares in the NuPower.

In June 2009, after Chanda Kochhar became the CEO & MD of the ICICI Bank
laired transfers were carried out to mask the true identity of the NuPower Group.
Both the group of shareholders namely, Venugopal Dhoot and his family and Pacific
Capital Services Private Limited owned by Kochhar’s transferred their
shareholding in NuPower Renewables Private Limited to Supreme Energy
Private Limited (Supreme Energy). The Supreme Energy is essentially a shell
company fully owned by Venugopal Dhoot only to effect shoddy private financial
transactions.

The rise of the NuPower Renewable Private Limited funded by the Videocon Group
became more significant when in the 2009-2010 the Supreme Energy funded
NuPower Group by Rs. 64 crore by subscribing to its zero coupon fully convertible
debentures since:

(i) Supreme Energy owned by Venugopal Dhoot funded Rs. 64 crore by way of
extending unsecured loans which it borrowed from one of the listed company owned
by Videocon Group,

(ii) Subsequently, Supreme Energy surreptitiously converted this loan belonging to

the small shareholders of Videocon Group into zero coupon optionally convertible
debentures. However, in violation of the laws, the details of the debenture holders
have not been disclosed either in the Annual Return or in the accounts filed with
Registrar of Companies, which is a mandatory requirement.

The Annual Reports filed by the NuPower Group reveals that the funds received by
the Supreme Energy from the Videocon Group were utilized to purchase the Wind
Energy Generators. As a result a finance company owned by Chanda Kochhar’s
family became a Wind Energy generation company styled as – NuPower Renewable
Private Limited.

Further, In March 2012, NuPower further allotted 18,97,500 equity shares of Rs. 10
each, aggregating Rs. 1.89 crore to Deepak Kochhar and 1,00,000 equity shares of
Rs. 10 each to Sunil Bhuta (the CFO of NuPower Group). As a result of this
allotment, Deepak Kochhar acquired substantial stake of 92.67% of diluted equity
share capital in NuPower Renewables Private Limited and the Supreme Energy got
reduced to minority holding of 2.32% and the rest is held by their employees. It is
pertinent to note, while the Venugopal Dhoot of Videocon Group invested Rs. 64
crore through the Related Party in NuPower Renewables, its shareholding in
NuPower got reduced to just 2.32%, whereas just with the investments of only Rs.
1.89 crore Deepak Kochhar acquired 92.67 % stake in NuPower Renewable
Private Limited.

Interestingly, in March 2012, itself shares of NuPower Renewables Private Limited

(NRPL) held by Deepak Kochhar were transferred to Pinnacle Energy (A Trust)
whose managing Trustee is Deepak Kochhar himself. The present shareholding
structure (as of 31stMarch, 2015) of NuPower Renewables Private Limited is as
under:

Name of the shareholder No. of %

shares Holding
Pinnacle Energy (a Trust) through 1,897,500 92.67
Its Managing Trustee Deepak
Kochhar
Deepak Virendra Kochhar 2,500 0.12
Supreme Energy Private Limited 47,496 2.32
Mahesh Chandra Pungalia 1 0.00
(employee of Videocon Group)
Sunil Bhuta 100,000 4.89
Shruti Sunil Bhuta 1 0.00
Bhupinder Singh Bajaj 1 0.00
Prem Rajani 1 0.00
DH Renewables Holdings Ltd, 1 0.00
Mauritius
Total 2,047,501 100.00

The E&Y Merchant Banking Services – a subsidiary of the Ernst & Young LLP
valued the enterprise value of NRPL as at 31 March 2014 at Rs. 1092 crore! The
role of Merchant Banking arm of accounting giant E&Y becomes questionable for
over valuing the NRPL.
QUID PRO QUO DEAL BY CHANDA KOCHHAR’S ICICI BANK LED DIRTY
DEALINGS WITH VENUGOPAL DHOOT IN SAVING VIDEOCON GROUP FROM
DEBT DEFAULTS:

Once again, during the Congress led UPA government the ICICI Bank headed by
Chanda Kochhar extended sweetheart funding to the Videocon Group both in India
and abroad through companies established in tax heavens like the Cayman Ireland
and Mauritius.

In April 2012, just after complete transfer of ownership and control of NuPower
Renewables to Kochhar’s family the ICICI Bank extended Rupee loan to various
private companies belonging to the Videocon Industries Limited to the tune of Rs.
3,250 crore as per the break-up given below:

Rupee Loan of Rs. 3,250 crore to the Promoters of Videocon Group by ICICI
Bank

Name of the Company Date of ICICI Amount of loan

Bank in Rs. Crore
funding
Trend Electronics Limited 30.04.2012 650
Century Appliances Limited 30.04.2012 650
Kail Limited 30.04.2012 650
Value Industries Limited 30.04.2012 650
Evans Fraser & Company India Limited 30.04.2012 650
Total 3,250
In addition, the helping hands of the ICICI Bank extend overseas destinations as
well. The ICICI Bank extended offshore funding amounting to Rs. 660 crore to
another foreign entity owned by the Videocon Group.

A Videocon Group Company based in Cayman Islands namely Tuskar Overseas Inc.
was also funded by ICICI Bank Ltd through its UK and Canada branches with a
massive sum of Rs. 660 Crore. The said offshore loan was backed by guarantees
given by six Indian Videocon Group firms including Tek Care India Pvt. Ltd, Shree
Dhoot Trading and Agencies Ltd, Value Industries Ltd and Trend Electronics Ltd.

Sir, round tripping foreign investments in Indian corporates has been a subject of
curious investigation to unearth host of scams perpetrated by the Congress led UPA
Government. It is against this background that the Bank funding provided by the
ICICI Bank to Videocon Group assumes significance. The above said banking
transaction reflects a deep-rooted conspiracy on the part of ICICI Bank’s lending
arrangement with the Videocon Group. Such transactions constitute Indian private
sector Banking scam.

Evidently, Mrs. Chanda Kochhar facilitated this unscrupulous domestic offshore

funding in abuse of her position as the CEO & MD. Chanda Kochhar’s greed of
making private gains by corrupt means has resulted in wrongful losses to the ICICI
Bank and the ICICI Bank’s future is in a precarious financial condition. There are -
serious risk of sticky loans extended to groups like the Videocon promoted by
Venugopal Dhoot becoming NPA’s with the ICICI Bank. Mrs. Chanda Kochhar’s
actions are in conflict with the interest of the ICICI Bank and deserve to be strictly
dealt with by the RBI.

Furthermore, during the period between December 2010 and March 2012, NuPower
Renewables also received large overseas funding’s aggregating to Rs. 325 crore in
the form of compulsorily convertible preference shares (CCPS) from an obscure
Mauritius based entity named Firstland Holdings Limited. Later in 2014, the above
funding was shifted to another Mauritius based entity named DH Renewables
Holding Limited.

In December 2014, a further sum of Rs. 66 crore was funded by the same entity DH
Renewables Holdings Limited, Mauritius. DH Renewables Holdings Limited,
Mauritius is wholly owned subsidiary of Accion Diversified Strategies Fund SPC, a
company incorporate in Cayman Islands and having its head office in Singapore. It
needs to be investigated whether the funding to Renewable Holdings from Mauritius
have any corporate clients of ICICI Bank link with the Kochhar’s owned NuPower
Renewables Private Limited.

A careful evaluation of the information dossier attached compiled from the available
published sources and information available in public domain leads to disquieting
inferences. A corrupt nexus between the ICICI Bank’s Chief Chanda Kochhar
dealings with the Videocon Group Chief Venugopal Dhoot and his family is well
established.

Videocon Group gifted the remaining equity stake held by Supreme Energy in
NuPower Renewables Private Limited to Deepak Kochhar’s Pinnacle Energy.

On 29.09.2012, after the disbursement of loans of Rs. 3910 Crore (3250 + 660) by
ICICI Bank to various firms of the Videocon Group. The Group also transferred the
ownership of Supreme Energy to Deepak Kochhar’s Pinnacle Energy (A Trust). Thus
Deepak Kochhar became absolute owner of NuPower with 95.11% equity stake.
With the generosity of Videocon Chief Venugopal Dhoot the NuPower Group is
under complete beneficial ownership of the ICICI Bank Chief & MD Mrs. Chanda
Kochhar. This is serious abuse of authority and deserves to be thoroughly probed to
protect the interests of the ICICI Bank’s stakeholders and save the Bank from sub
prime assets.

In the light of above submissions the Government should institute an investigation by

the CBI / SFIO / ED / SEBI / RBI etc. into the corporate banking affairs of the ICICI
Bank and its corrupt dealings with the Videocon Group and other leading sticky
Corporate Houses bank dealings with the ICICI Bank under the Prevention of
Corruption Act.

Therefore, In order to protect the health of our banking institutions and in the interests
of millions depositors of ICICI Bank and to safeguard investors money, may I again
request that a high-level anti-corruption investigation by CBI/ED/ SFIO/ SEBI and the
RBI may please be ordered in the matter to avert corporate bankruptcy of private
sector Bank like the ICICI Bank and corporate collapse of the Videocon Industries
Limited before its is late.

The Hon’ble Supreme Court Bench headed by Justice Ranjan Gogoi and Justice PC
Pant have held that all officials of a private bank operating under the license issued by
the Reserve Bank of India are to be defined as public servants under the Prevention
of Corruption Act and be prosecuted like the public servants for corrupt practices. The
Government committed to transparency and good governance must act accordingly.

Thanking you in anticipation of a prompt action in a matter of great public

importance.

Yours sincerely,

(ARVIND GUPTA)

E-mail: trust_arvind@yahoo.com
Mobile: 9871798080
Shareholder Folio No: 479887 (VIL)
Client Id: 10778640 (ICICI Bank)

CC: Mr. Arun Jaitley

Union Minister of Finance and Corporate Affairs
Ministry of Finance, North Block,
Raisina Hill, New Delhi 110011

Dr. Raghuram Rajan

Governor,
Reserve Bank of India
Central Office Building, 18th Floor,
Shahid Bhagat Singh Road, Mumbai 400 001

Mr. UK Sinha
Chairman,
The Securities and Exchange Board of India
Plot No.C4-A,'G' Block, Bandra Kurla Complex,
Bandra (East), Mumbai 400051

Mr. K V Chowdary
Central Vigilance Commission
Satarkata Bhavan, A-Block
GPO Complex, INA
New Delhi - 110 023

Mr. Anil Kumar Sinha

The Director
Central Bureau of Investigation
Plot No 5-B, CGO Complex,
Lodhi Road, New Delhi-110003

Mr. Karnal Singh

Director
Enforcement Directorate
6th Floor, Lok Nayak Bhawan
Khan Market, New Delhi 110003

Shri P.K. Tiwari

Director, FIU-IND
Financial Intelligence Unit - India
6th Floor, Hotel Samrat
Kautilya Marg, Chanakyapuri
New Delhi -110021, India

Mr. Ratan Watal

Finance Secretary & Secretary (Expenditure)
Room No. 128-A,
North Block, New Delhi 110001

Dr. Hasmukh Adhia

Secretary Revenue
North Block, New Delhi
110001

Mr. Najib Shah

Director General
Department of Revenue Intelligence
7th Floor, D Block, I.P.Bhawan,
I.P.Estate, New Delhi

Mr. Nilimesh Baruah

The Director
Serious Fraud Investigation Office
Ministry of Company Affairs, 2nd Floor, ‘B’ Wing,
Paryaveran Bhawan,
CGO Complex, Lodhi Road,
New Delhi, 110003