ICICI Bank-Videocon case: Disclose majority shareholder's identity, whistleblower to Nupower

NuPower Renewables -- the company founded by ICICI Bank CEO Chanda Kochhar's husband Deepak Kochhar -- must disclose the real identity of its majority shareholder DH Renewables Holding Ltd of Mauritius, whistle-blower Arvind Gupta has demanded, alleging masked share transfers. Videocon Group chairman Venugopal Dhoot is said to have invested in NuPower Renewables Pvt Ltd and extended Rs 64-crore loan after Videocon secured a loan from a consortium of banks that included ICICI.

Gupta, who identifies himself as an informed and vigilant investor owning shares both in ICICI Bank and Videocon Industries, alleged that NuPower Renewables was a 50:50 joint venture of Deepak Virendra Kochhar and Dhoots when founded in 2008.

Subsequently, "masked" share transfers were done to a trust called Pinnacle Energy, whose trustee is Deepak Kochhar, after Chanda Kochhar became the managing director and chief executive officer (MD&CEO) of ICICI Bank in May 2009.

Gupta said the data he has gathered from Registrar of Companies shows that Mauritius based DH Renewables Holding Ltd is now the majority shareholder of NuPower with 54.99 per cent interest. Around 33.17 per cent is held by Pinnacle Energy, whose managing trustee is Deepak.

Supreme Energy Private Ltd owns 10.10 per cent, 0.04 per cent is held by Deepak Kochhar (also founder and CEO of NuPower) and 1.70 per cent by Sunil Bhuta, CFO & Head Corporate Finance of NuPower.

One share each is held by Bhupinder Singh Bajaj, Shurti Sunil Bhuta, Mahesh Chandra Punglia and Prem Rajani.

"So now this DH Renewables of Mauritius has suddenly become a majority shareholder of 54.99 per cent in NuPower. NuPower was an Indian company and now DH Renewables has become a majority shareholder. Supreme Energy used to be 100 per cent shareholding company of the Dhoots but it has now come under Pinnacle Energy and the Kochhars... . These are all layered transactions and you will never come to know who is the real owner of Pinnacle or DH Renewables," Gupta told PTI.

ICICI Bank and NuPower did not respond to emails seeking comments.

The CBI has launched a preliminary investigation into Rs 3,250 crore loan ICICI Bank had extended to Videocon in 2012 and the role of Kochhar's husband. Reports have alleged that Videocon Group chairman invested Rs 64 crore in NuPower Renewables after Videocon secured a loan from a consortium of banks, including ICICI.

Gupta, who had in March 2016 written to the Prime Minister's office seeking a probe, asked: "Who is this DH Renewables? You (the company) have masked it, and who is the ultimate beneficiary of this transfer of shareholding."

The same complaint letter sent to Finance Minister Arun Jaitley, the then RBI Governor Raghuram Rajan, ex-Sebi chief U K Sinha, among others in 2016, elicit no response apart from an occasional acknowledgement from some department, he said.

He followed up on his complaint again in February 2017 and waited to see if some action would be taken by the government.

"All I want is a fair probe into the whole affair as a vigilant market player. It gives me a bit of relief now, may be something is happening. It feels good," he said when asked about recent news suggesting ICICI Bank may come under scanner in this matter.

"There is an illicit banking and commercial relationship between Videocon group... And ICICI Bank MD & CEO Chanda Kochhar's family for amassing wrongful gains. A high level investigation must be launched at any level be it CBI, the Enforcement Directorate, SFIO, SEBI or the RBI so that we have a fair and healthy banking system in this country," Gupta said.

Formed in December 2008, the initial subscribers of NuPower were Dhoot brothers including Venugopal Dhoot, Saurabh Dhoot (son of Venugopal's brother Pradeep Dhoot), Rajkumar Dhoot and Deepak Kochhar and Kochhar's owned Pacific Capital Service which was then owned 90 per cent by Neelam

Advani (wife of Chanda Kochhar's brother Mahesh Advani) and 10 per cent by Virendra Kochhar (father-in-law of Chanda Kochhar), as per information gathered from Registrar of Companies by the whistle-blower.

He said after Chanda Kochhar became the CEO and MD of ICICI Bank, layered transfers were carried out to hide the real owners of NuPower.

Subsequently, Dhoot and family, as well as Pacific Capital of Kochhars', transferred their shareholding in NuPower to Supreme Energy which essentially is a shell company fully owned by Dhoots with the intent of carrying out shoddy transactions, he alleged.

He also alleged Videocon Group funded NuPower with Rs 64 crore in 2009-10 by subscribing to its zero coupon fully convertible debentures and asked from where the money came from.

"My suspicion is that Mr Dhoot has nothing to do with this company. The company (NuPower) did nothing and over the period is now worth more than a Rs 1,000 crore. Mr Dhoot has funded the company," he said citing balance sheet of the company.

As per the data from the Ministry of Corporate Affairs, as accessed by Gupta, NuPower registered loss of Rs 14.33 crore in 2016-17, widening it from a loss of Rs 6.03 crore in the previous fiscal.

The gross revenues from sale of power were Rs 38.91 crore during 2016-17, as against Rs 10.89 crore in 2015-16.

NuPower website says the company has nearly 700 megawatt of renewable energy assets operating and in pipeline located across Tamil Nadu, Karnataka, Rajasthan, Maharashtra, Andhra Pradesh and Madhya Pradesh.

The company said it sells power to various state grids vide 13-20 year power purchase agreements and also sells directly to corporate customers on long term power purchase agreements.

Gupta also raised questions on the role of Singapore-based Rajiv Kochhar, brother-in-law of Chanda Kochhar, saying he is a corporate lobbyist and arranges loans for many companies, including the Videocon group through his company Avista Advisory.

As per information on Avista Advisory Website, Rajiv Kochhar is the founder and CEO of the company which is engaged in the business of financial restructuring, mergers and acquisitions, asset management etc for companies based in South East Asia and India.