Sky Light Hospitality, a financially weak company owned by Robert Vadra, the businessman son-in-law of Congress president Sonia Gandhi, acquired the title of prime 3.5 acres in Gurgaon's Shikohpur and a commercial colony licence on its 2.7 acre portion through bogus transactions and with the help of Haryana's town and country planning department.
"The man (Vadra) became the measure of everything and the entire statutory apparatus a castle of sand," said a 100-page response by Haryana IAS officer Ashok Khemka on the findings of a three-member committee that had scrutinised his orders to set aside the mutation of 3.5 acres.
The inquiry committee had held Khemka's orders inappropriate and without jurisdiction.
The reply further said with the land title and a letter of intent (LoI) for grant of colony licence in its possession, Vadra's Sky Light Hospitality was able to execute a collaboration agreement with M/s DLF Retail Developers in August 2008 and was able to receive huge amounts as advance or interest-free loan from the realty major.
Khemka said that the day Sky Light Hospitality was granted a letter of intent (LoI) by the town and country planning department, it was a newly registered company with a paid-up capital of just a lakh and consisted of only two shareholders -- Robert Vadra with 99% share and his mother Maureen Vadra with 1% share. "There was zero income till March 31, 2008, and the expenditure incurred was R43,380. This, too, was met using borrowed money. Sky Light's capacity was nothing else other than Robert Vadra," he said in his response.
Sky Light's capacity, 'sham' transactions
Vadra's Sky Light Hospitality did not have the financial capability to develop a commercial colony, for which a colonisation licence was issued by the Haryana government in 2008 for setting up a commercial colony on 2.7 acres in Gurgaon's Shikohpur.
Claims of SLH in the registration deed of February 12, 2008, regarding payment of R7.5 crore for buying 3.5 acres in Shikohpur from M/s Onkareshwar Properties Private Limited and the payment of registration cost, including the stamp duty of R45 lakh, were also false, says a 100-page response by Khemka on the findings of a three-member committee that had scrutinised and submitted a report terming Khemka's orders to set aside the mutation of 3.5 acres inappropriate and without jurisdiction.
Offences under IPC, other laws Khemka, who submitted his reply to the Haryana chief secretary in May, has said that the transaction between SLH and Onkareshwar properties was a sham. "If there was no payment as alleged in the registered deed, can it be said that the registered deed (number 4928 of February 12, 2008) conferred the ownership title over the said land upon M/s Sky Light Hospitality by virtue of the sham sale? In making a false statement before the joint sub-registrar, Sohna, the directors of Onkareshwar Properties and Sky Light Hospitality have willfully committed an offence punishable under section 82 of the registration act, prescribing imprisonment for a term that may extend to seven years, or with a fine, or with both," was Khemka's response.
The reply said that the false statements in the registered deed that a payment of R7.5 crore was realised by Onkareshwar properties and paid by SLH vide Corporation Bank's cheque of February 9, 2008, and that the cost of stamp duty amounting to R45 lakh was paid by SLH, constituted an offence under Sections 417, 468 and 471 of the IPC
Quoting Section 54 of the transfer of property act, Khemka, in his reply, said that the provision defines the sale as a transfer of ownership in exchange for a price paid or promised or part-paid and part-promised. "There was no promise to pay in the future in the registered deed. No price was paid as claimed in the registered deed of February 2008. The sale registered in the said deed, therefore, cannot be called a sale in the true sense of the term -- legal or moral. It cannot be said that M/s Sky Light Hospitality became the owner of the Shikohpur land by virtue of this sale deed," he said.
Sky Light gets help from DLF
Khemka said that as per SLH's balance sheet on March 31, 2008, the bank balance is wrongly shown as book overdraft of R7.94 crore. "This was a false statement. The actual and correct position was that M/s Onkareshwar Properties Private Limited was the creditor of M/s Sky Light Hospitality to the extent of R7.95 crore and the actual bank balance was R1 lakh. The cheque dated February 9, 2008, shown to be paid to M/s Onkareshwar Properties in the registered of February 12, 2008, for R7.5 crore does not belong to M/s Sky Light Hospitality. The payment of R7.95 crores was made to M/s Onkareshwar Properties after money was received from M/s DLF Universal Ltd. (then known as M/s DLF Retail Developers Ltd) in the shape of advance or interest-free loan," he said.
In view of the compliance requirements under the SEBI Act of a listed public limited company and the accountability of the management to an independent board of directors and through the board of directors to the body of shareholders, M/s DLF Retail Developers Ltd could not have paid advance or interest-free loan to M/s Sky Light Hospitality without fulfilling certain minimum legal formalities, the reply said. This included legal title to the land and an LoI for grant of commercial colony licence from the town and country planning department for which the minimum requirement was land title.
With these two documents, the land title and LoI for grant of colony licence in its possession, Sky Light Hospitality was able to execute a collaboration agreement with M/s DLF Retail Developers in August 2008 and to receive huge amounts as advance or interest-free loan from the realty major, Khemka said in his reply.
What Sky Light balance sheet says
As per the balance sheet of Sky Light Hospitality (as on March 31, 2009), the company had received advance of R25 crore from the DLF group towards the joint venture and land accounts from 2008-09. This funding from DLF was used to clear dues of R7.95 crore - R7.5 crore towards land cost plus R45 lakh towards stamp duty to Onkareshwar Properties. The cheque number and date of actual payment can be obtained from the Corporation Bank account of M/s Sky Light Hospitality.
The motive of the sham transactions was to corner the huge market premium accruing on account of the commercial colony licence. The modus operandi suggests that the payment to M/s Onkareshwar Properties for land and stamp duty costs amounting to R7.95 crore would have been made immediately after August 5, 2008, the date the collaboration agreement was executed by M/s Sky Light Hospitality with M/s DLF Retail Developers.
This was done to avoid legal complications, which the DLF management could have entered into with its shareholders and independent members on its board of directors, Khemka's response added.