Monday, August 23, 2004
Notice served to Core Health Care on 12-01-2000 through J J Patel on behalf of P S Mody
2. You are director of Core Health Care Ltd and you look after the affairs of Core Health Care Ltd and you also are involved in policy matters. Implementation matters and corrective action.
3. (a) You along with the other directors of Core Health Care Ltd by misusing the trust of shareholders reposed in the directors of Core Health Care has diverted a large sum of approximately Rs 39 crores to Technology Finance Ltd since 1996-97 as interest free loan without specifying time period and of no benefit to share holders of Core Health Care Ltd especially when Core Health Care Ltd has been incurring losses, has not declared dividends since long; and has accumulated losses to the tune of Rs 290.00 crores approximately and the company is not in a positon to pay back the interest as well as installments to financial institutions and banks in time. The company management is also not serious in recovering the loans given even when it is facing severe working capital constraints and has suffered huge accumulated losses.
(b) The balance sheet of Technology Finance Ltd for the period ending 31-3-1998 and 31-3-1999 reveal that Mr. Ameet Desai and Mr. Jatin Jalundhwala are the directors of Technology Finance Ltd. INcidently, both these persons are employees of Core Health Care Ltd drawintg high remuneration from Core Health CVare Ltd and it is naturally expected from you as director of Core health Care Ltd to demand job performance from Mr. Ameet Desai and Mr. Jatin Jalundhwala when such large funds are put at their disposal in Technology Finance Ltd and ask them to repay with interest when Core Health Care ltd itself is on fire (as accumulated losses are to the tune of Rs 290 crores , non payment of interest and instalemnet on time, severe working capital constraints as per the current audited balance sheet of Core Health Care Ltd.)
© In view of this, you as Director of Core Health Care Ltd shall furnish satisfactory answers to the following questions and what was stand taken by each of the directos in moving various resolutions pertaining to interest free loan to Technology Finance Ltd:-
• Why such large funds amounting to Rs 39 crores as interest free loan were given to Technology Finance Ltd?
• How this has benefited Core Health Care ?
• Why the repayment of funds was not satisfied ?
• As the funds are not recovered for almost over two and half years, what measures are being taken to retrieve the funds?
• Name of the directors who has called back this loans in board meetings and when? What was the stand of other directors ?
• Whether the managing director of Core Health Care has referred in minutes the steps taken by him to recover these funds.
• Is there any corporate governance followed by Board of Directors?
• Has nominee directors of financial institutions insisted the managing dirctor to retrieve these funds back before granting fresh loans or rescheduling the loans as well as accrued interest?
• Whether the directors of Core Health Care have questioned the excess remuneration paid to the Chairman and Managing Director and whether they have raised the issue in board meetings that the CMDis asked to pay back the overdrawn amount immediately and if so, what has been the reply of CMD especially when the company is passing through grave financial crisis as reported in the balance sheet.
4. You as director of Core Health Cre Ltd can persuade Mr. jatin Jalundhwala and Mr. Ameet Desai who are employees of Core Health Care Ltd and ask them to refund Rs 39 crores taken by Technology Finance Ltd when Core Hearth Care Ltd is in shortage of funds. Your company is to take immediate legal action against them so as to recover the said loan in case they are not refunding loadn given to Technology Finance Ltd.
5. No man of common sense and prudence heading a Public Ltd comp[any would ethically think of diverting huge funds to Technology Finance Ltd , when it is of no benefit to the shareholders of the company for such a long period. When your company is facing acute working capital shortage and on other hand you as director of Core Heaalth Care Ltd continue to give interest free loan to tune of Rs 39 crores and do not recover the said amount with interest, then you have conspired with other directors and employees of Core Health Care and have embezzled and have used company’s funds for diversion for malafide intentions. This is nothing short of cheating the shareholders of Core Health Care and such acts and omissions on the part of Chariman and Managing Director and his associates – ccosntitute manareaa and such acts and omissions are reflective of malafide intentions for which shareholder can take appropriate legal action against the Chariman and managing Director and other directors.
6. Your company has taken interst bearingloan of Rs 12.5 crores from Global Trust Bank on illegal mortgage of property coowned by Dhanyushya Financial Ltd along with two other companies. You are aware that Mr. Jatin Jalundhwalla and Mr. Ameet Desai are/were directors of Dhanyushya Financial Ltd at the time of illegal mortgaging of the property to Global Trust Bank for the benefit of Core Health Care Ltd.
7. Be it noted that you as director of Core Health Care shall immediately and fully recover Rs 39 crores along with accrued interest from Technology Finance Ltd and pay off the irregul/overdue loans to financial institutions and bankers immediately so as to eliminate depletion of funds of Core Health Care Ltd instead of asking for fresh funds so as to save interst and principal amount. In case Technology Finance Ltd does not pay back the sum with interst – you shall immediately take legal action on Mr. Jatin Jalundhwala and Mr. Ameet Desai of Technology Finance Ltd. Failure to do so will depict that you have joined hands with Mr. Jatin jalundhwala and Mr. Ameet Desai of Technology Finance Ltd.
8. On one hand Mr. Ameet Desai and Mr. Jatin Jalundhwala are employees of Core Health Care Ltd drawing high remuneration and on other hand they are directors of Technology Finance Ltd as well as Dhanyushya Financial Ltd. This show interconnectedness. Therefore , you in connivance have conspired with other directors and employees in money laundering act and have cheated and have embexzled and siphone nad have diverted company’s funds with malafide intentions and thereby committed fraud and breach of trust. For this act of cheating, breach of trust, embezzlement and diversion of funds , my client shall take legal action against the directors of Core Health Care Ltd and approach SEBI,etc.
9. On one hand , Core health care Ltd gives interest free loan of Rs 39 crores to Technology Finance Ltd (where Mr. Ameet Desai and Mr Jatrin Jalundhwala are directors ) and on other hand you directors accept Rs 12.5 crores interest bearing loan from Global Trust Bank at the instance of Mr. Ameet Desai and Mr. Jatin Jalundhwalla of Dhanyushya Financial Ltd. As a matter of sound business practices, you as director of Core Health Care Ltd would first recall interest free loan of Rs 39.00 crores from Mr. JATIN JALUNDHWALA and Ameet Desai of Technology Finance Ltd before accepting Rs 12.5 crores as interst bearing loan from bank (where once again same Jatin Jalundhwala and Ameet Desai are associated with Dhanyushya Financial Ltd as directors). It is clear that your intentions are malafide. In case you value shareholders rights , you shall give satisfactory reply immediately on receipt of this notice as to why shareholders of Core Health Care need to suffer loss on share value.
10. The employees of Core Health Care in the past with the aid of various connections and with the help of others have used means of coercion, physical and mental injury and torture with a view to silnec my client and his family members. In view of this background, I as advocate of pankaj S Mody, caution that in case you directly or indirectly initiate steps to cause injury and/or harm to my client and /or his various family members and make any attempt to silence and immobilize him to cover up your acts, I shall hold all the directors responsible and shall have no alternative to expose your acts immediately.
11. You shall furnish the current lsit of shareholders and their addresses.
12. Your reply shall reach me within ten days of this notice.
Yours truly,
J.J.Patel
Enclsoures : Xerox copy of shares of Core Heatlh Care owned by Shri Pankaj S Mody
Copy to : M/s Shah and Shah , (auditor of Core Health care Ltd) , Ahmedabad
================================================
FOLLOWING IS THE GIST OF REPLY GIVEN TO THE NOTICE :-
A reply was given by advocate Ashok D Shah on behalf of Core health Care Ltd vide his reply dated 13-02-2000 in response to the notice served to Core Healthcare and Sushil Handa on 12-01-2000
The advocate Shri Ashok D Shah has confirmed in his paragraph 3---that “
Core Health care directors did not have any answer and he had been siphoning the funds from Core Healthcare Ltd for personal use.
¶ 10:56 PM 
By Registered Post Ad
January 12,2000
1) Core Health Care Ltd
“ CORE TOWERS” NR Parimal Crossing
Ahmedabad 380 006
2) Mr. Sushilkumar Handa, Chariman and Managing Director of Core Health Care Ltd “ CORE TOWERS” Nr. Parimal Crossing
Ahmedabad
Sir,
Under the instructions of my client Shri Pankaj Sureshcnadra Mody, I undersigned Shri J. J. Patel, advocate having his office at 33 Arjun Complex , Naroda and residing at B1 -402, Vishwas Apartments, Sola Railway Crossing, Sola Road, Ahmedabad address this notice to you.
1. My client Shri Pankaj S. Mody is owner of 200 shares of Core Health Care Limited since 1995. My client Shri Pankaj S Mody had purchased 200 shares of Core Health Care Ltd from the market based on the performance and administration and the above shares stand in his name even today. The market price has suffered severe erosion in prices.
January 12,2000
1) Core Health Care Ltd
“ CORE TOWERS” NR Parimal Crossing
Ahmedabad 380 006
2) Mr. Sushilkumar Handa, Chariman and Managing Director of Core Health Care Ltd “ CORE TOWERS” Nr. Parimal Crossing
Ahmedabad
Sir,
Under the instructions of my client Shri Pankaj Sureshcnadra Mody, I undersigned Shri J. J. Patel, advocate having his office at 33 Arjun Complex , Naroda and residing at B1 -402, Vishwas Apartments, Sola Railway Crossing, Sola Road, Ahmedabad address this notice to you.
1. My client Shri Pankaj S. Mody is owner of 200 shares of Core Health Care Limited since 1995. My client Shri Pankaj S Mody had purchased 200 shares of Core Health Care Ltd from the market based on the performance and administration and the above shares stand in his name even today. The market price has suffered severe erosion in prices.
2. You are director of Core Health Care Ltd and you look after the affairs of Core Health Care Ltd and you also are involved in policy matters. Implementation matters and corrective action.
3. (a) You along with the other directors of Core Health Care Ltd by misusing the trust of shareholders reposed in the directors of Core Health Care has diverted a large sum of approximately Rs 39 crores to Technology Finance Ltd since 1996-97 as interest free loan without specifying time period and of no benefit to share holders of Core Health Care Ltd especially when Core Health Care Ltd has been incurring losses, has not declared dividends since long; and has accumulated losses to the tune of Rs 290.00 crores approximately and the company is not in a positon to pay back the interest as well as installments to financial institutions and banks in time. The company management is also not serious in recovering the loans given even when it is facing severe working capital constraints and has suffered huge accumulated losses.
(b) The balance sheet of Technology Finance Ltd for the period ending 31-3-1998 and 31-3-1999 reveal that Mr. Ameet Desai and Mr. Jatin Jalundhwala are the directors of Technology Finance Ltd. INcidently, both these persons are employees of Core Health Care Ltd drawintg high remuneration from Core Health CVare Ltd and it is naturally expected from you as director of Core health Care Ltd to demand job performance from Mr. Ameet Desai and Mr. Jatin Jalundhwala when such large funds are put at their disposal in Technology Finance Ltd and ask them to repay with interest when Core Health Care ltd itself is on fire (as accumulated losses are to the tune of Rs 290 crores , non payment of interest and instalemnet on time, severe working capital constraints as per the current audited balance sheet of Core Health Care Ltd.)
© In view of this, you as Director of Core Health Care Ltd shall furnish satisfactory answers to the following questions and what was stand taken by each of the directos in moving various resolutions pertaining to interest free loan to Technology Finance Ltd:-
• Why such large funds amounting to Rs 39 crores as interest free loan were given to Technology Finance Ltd?
• How this has benefited Core Health Care ?
• Why the repayment of funds was not satisfied ?
• As the funds are not recovered for almost over two and half years, what measures are being taken to retrieve the funds?
• Name of the directors who has called back this loans in board meetings and when? What was the stand of other directors ?
• Whether the managing director of Core Health Care has referred in minutes the steps taken by him to recover these funds.
• Is there any corporate governance followed by Board of Directors?
• Has nominee directors of financial institutions insisted the managing dirctor to retrieve these funds back before granting fresh loans or rescheduling the loans as well as accrued interest?
• Whether the directors of Core Health Care have questioned the excess remuneration paid to the Chairman and Managing Director and whether they have raised the issue in board meetings that the CMDis asked to pay back the overdrawn amount immediately and if so, what has been the reply of CMD especially when the company is passing through grave financial crisis as reported in the balance sheet.
4. You as director of Core Health Cre Ltd can persuade Mr. jatin Jalundhwala and Mr. Ameet Desai who are employees of Core Health Care Ltd and ask them to refund Rs 39 crores taken by Technology Finance Ltd when Core Hearth Care Ltd is in shortage of funds. Your company is to take immediate legal action against them so as to recover the said loan in case they are not refunding loadn given to Technology Finance Ltd.
5. No man of common sense and prudence heading a Public Ltd comp[any would ethically think of diverting huge funds to Technology Finance Ltd , when it is of no benefit to the shareholders of the company for such a long period. When your company is facing acute working capital shortage and on other hand you as director of Core Heaalth Care Ltd continue to give interest free loan to tune of Rs 39 crores and do not recover the said amount with interest, then you have conspired with other directors and employees of Core Health Care and have embezzled and have used company’s funds for diversion for malafide intentions. This is nothing short of cheating the shareholders of Core Health Care and such acts and omissions on the part of Chariman and Managing Director and his associates – ccosntitute manareaa and such acts and omissions are reflective of malafide intentions for which shareholder can take appropriate legal action against the Chariman and managing Director and other directors.
6. Your company has taken interst bearingloan of Rs 12.5 crores from Global Trust Bank on illegal mortgage of property coowned by Dhanyushya Financial Ltd along with two other companies. You are aware that Mr. Jatin Jalundhwalla and Mr. Ameet Desai are/were directors of Dhanyushya Financial Ltd at the time of illegal mortgaging of the property to Global Trust Bank for the benefit of Core Health Care Ltd.
7. Be it noted that you as director of Core Health Care shall immediately and fully recover Rs 39 crores along with accrued interest from Technology Finance Ltd and pay off the irregul/overdue loans to financial institutions and bankers immediately so as to eliminate depletion of funds of Core Health Care Ltd instead of asking for fresh funds so as to save interst and principal amount. In case Technology Finance Ltd does not pay back the sum with interst – you shall immediately take legal action on Mr. Jatin Jalundhwala and Mr. Ameet Desai of Technology Finance Ltd. Failure to do so will depict that you have joined hands with Mr. Jatin jalundhwala and Mr. Ameet Desai of Technology Finance Ltd.
8. On one hand Mr. Ameet Desai and Mr. Jatin Jalundhwala are employees of Core Health Care Ltd drawing high remuneration and on other hand they are directors of Technology Finance Ltd as well as Dhanyushya Financial Ltd. This show interconnectedness. Therefore , you in connivance have conspired with other directors and employees in money laundering act and have cheated and have embexzled and siphone nad have diverted company’s funds with malafide intentions and thereby committed fraud and breach of trust. For this act of cheating, breach of trust, embezzlement and diversion of funds , my client shall take legal action against the directors of Core Health Care Ltd and approach SEBI,etc.
9. On one hand , Core health care Ltd gives interest free loan of Rs 39 crores to Technology Finance Ltd (where Mr. Ameet Desai and Mr Jatrin Jalundhwala are directors ) and on other hand you directors accept Rs 12.5 crores interest bearing loan from Global Trust Bank at the instance of Mr. Ameet Desai and Mr. Jatin Jalundhwalla of Dhanyushya Financial Ltd. As a matter of sound business practices, you as director of Core Health Care Ltd would first recall interest free loan of Rs 39.00 crores from Mr. JATIN JALUNDHWALA and Ameet Desai of Technology Finance Ltd before accepting Rs 12.5 crores as interst bearing loan from bank (where once again same Jatin Jalundhwala and Ameet Desai are associated with Dhanyushya Financial Ltd as directors). It is clear that your intentions are malafide. In case you value shareholders rights , you shall give satisfactory reply immediately on receipt of this notice as to why shareholders of Core Health Care need to suffer loss on share value.
10. The employees of Core Health Care in the past with the aid of various connections and with the help of others have used means of coercion, physical and mental injury and torture with a view to silnec my client and his family members. In view of this background, I as advocate of pankaj S Mody, caution that in case you directly or indirectly initiate steps to cause injury and/or harm to my client and /or his various family members and make any attempt to silence and immobilize him to cover up your acts, I shall hold all the directors responsible and shall have no alternative to expose your acts immediately.
11. You shall furnish the current lsit of shareholders and their addresses.
12. Your reply shall reach me within ten days of this notice.
Yours truly,
J.J.Patel
Enclsoures : Xerox copy of shares of Core Heatlh Care owned by Shri Pankaj S Mody
Copy to : M/s Shah and Shah , (auditor of Core Health care Ltd) , Ahmedabad
================================================
FOLLOWING IS THE GIST OF REPLY GIVEN TO THE NOTICE :-
A reply was given by advocate Ashok D Shah on behalf of Core health Care Ltd vide his reply dated 13-02-2000 in response to the notice served to Core Healthcare and Sushil Handa on 12-01-2000
The advocate Shri Ashok D Shah has confirmed in his paragraph 3---that “
as regards the averments made in Para 3, 4,5,6,7 and 9 of the notice dated 12-01-2000 , my client will deal with the same at the appropriate time…. "
Core Health care directors did not have any answer and he had been siphoning the funds from Core Healthcare Ltd for personal use.
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A reply was given by advocate Ashok D Shah on behalf of Core health Care Ltd vide his reply dated 13-02-2000 in response to the notice served to Core Healthcare and Sushil Handa on 12-01-2000 by P S Mody
The advocate Shri Ashok D Shah has confirmed in his paragraph 3---that “ as regards the averments made in Para 3, 4,5,6,7 and 9 of the notice dated 12-01-2000 , my client will deal with the same at the appropriate time…. “
Core Health care directors did not have any answer and he had been siphoning the funds from Core Healthcare Ltd for personal use.
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The advocate Shri Ashok D Shah has confirmed in his paragraph 3---that “ as regards the averments made in Para 3, 4,5,6,7 and 9 of the notice dated 12-01-2000 , my client will deal with the same at the appropriate time…. “
Core Health care directors did not have any answer and he had been siphoning the funds from Core Healthcare Ltd for personal use.
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