OnMobile Updates: Govt Seeks Report; Promoter Group Co Details


The Indian government is looking into matters related to the sudden resignation of its co-founder MD and CEO Arvind Rao, report Mint and The Economic Times. Corporate affairs minister M. Veerappa Moily has sought a report on the company from the Registrar of Companies.

Following an Economic Times report which suggested that Rao was diverting funds to another entity promoted by him, OnMobile had denied that Rao was being investigated by the Board for any misappropriation of funds. Yet, a week and a half later, it acknowledged that “a recently concluded special review completed by our legal advisors, Amarchand Mangaldas & Suresh A. Shroff, Advocates duly supported by KPMG, the Board of Directors today took on record the report submitted and noted that the review had identified weaknesses in some processes.” Following this, Rao resigned. Forbes India had reported on Monday that in March, OnMobile’s then CFO Amit Rastogi had sent a letter, co-signed by co-founder Mouli Raman, pointing out financial irregularities amounting to Rs 12 crore, raising questions about the Rao’s involvement.

Despite claims that “strong alternate controls have ensured that the Company did not suffer any loss”, OnMobile hasn’t yet come clean on what exactly were these weaknesses, which led to its CEO resigning, and which processes are now being fixed. Note that there were allegations of misappropriation to certain promoter group companies.

Note that OnMobile had clarified that Sandhya Gupta, the company’s M&A head had resigned earlier this year for personal reasons, and said that “Her departure from the Company was not a result of any allegations of wrongdoing”. Public filings with India’s Registrar of Companies that MediaNama has looked up, indicate that Gupta was a director on the board of some of the promoter group companies, along with Rao, but this is not indicative of any wrongdoing. Details we’ve gleaned about the promoter group companies:

Riff Mobile (shares were pledged)

Incorporated: 2005
Directors: Arvind Rao, Sandhya Gupta
Shareholding: 10000 shares (authorized share capital of Rs 10 lakhs). Arvind Rao  holds 9900 shares, Sandhya Gupta holds 100 shares
Performance in FY11:
- Turnover of Rs 53.28 lakhs, down from Rs 2.26 crore in FY10
- Operating Expenses of Rs 3.15 crore, up from Rs 2.50 crore in FY10.
- Loss before tax: Rs 2.61 crore, up from a loss of Rs  24 crore in FY10.

Mobile Traffik (Is a subsidiary of Riff Mobile)

Incorporated: 2002
Directors: Clint Cabral. Sandhya Gupta resigned from the board of Mobile Traffik on the 12th of June 2012, while Ramesh Shankar Vetale was appointed as director on the board. Arvind Rao and Sandhya Gupta were its first directors. Sandeep Ganguly, one of the seniormost execs at OnMobile had been a director at the company, signing on in 2009, and resigning on 31st January 2011.
Shareholding: Initially, 5000 shares each were held by Gupta and Rao. In March 2010, the authorized share capital of the company was increased to 550,000 shares. Riff Mobile was allotted 500,000 shares of Mobile Traffik.
Performance in FY11:
- Turnover of Rs 1.52 crore
- Expenditure of Rs 2.13 crore
- Loss after Tax: Rs 60.84 lakhs

Oskar Habitat (shares were pledged)

Incorporated: 2009
Directors: Sandhya Gupta, Arvind Rao
Shareholding: 10000 shares. Arvind Rao  holds 5000 shares, Sandhya Gupta holds 5000 shares
Note: The company received a gift of shares of Onmobile Global Limited amounting to Rs 53,03,50,000 from one of the directors of the company, during the financial year ending 31st March 2011. The Directors report states that “The Company is yet to commence its commercial operations.”

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  • anonymous

    The need for the above transactions has to be questioned. While Riffmobile and Mobile Traffik at least sound like companies in related businesses, Oskar Habitat is the red flag here. I think the reason the company is not coming clean is the board signed off on some of the above transactions (gifting ”
    shares of Onmobile Global Limited amounting to Rs 53,03,50,000″..wow) and if they pursue legal action against the CEO, they will be partially culpable for letting the hanky panky happen. As with every corporate scandal, we have seen the boards asleep at the switch and that possibly is what happened here as well. Bottomline is if you are a shareholder of this lemon, rush for the exit door

  • anonymous

    The need for the above transactions has to be questioned. While Riffmobile and Mobile Traffik at least sound like companies in related businesses, Oskar Habitat is the red flag here. I think the reason the company is not coming clean is the board signed off on some of the above transactions (gifting ”
    shares of Onmobile Global Limited amounting to Rs 53,03,50,000″..wow) and if they pursue legal action against the CEO, they will be partially culpable for letting the hanky panky happen. As with every corporate scandal, we have seen the boards asleep at the switch and that possibly is what happened here as well. Bottomline is if you are a shareholder of this lemon, rush for the exit door

  • VASGuy

    @nixxin – Finally you are starting to wakeup on investigation reports. Buy one share of Onmobile. Ask the tough questions as a shareholders and get the answers. Get help from financial experts like @DeepakShenoy to analyse what is the impact of such fraud/conflict of interest will have on future of fund raising by all VAS companies.
    Recently we have seen One of the largest VAS Content company creating two companies for investment vehicles giving exists to the largest stock market bull we have seen so far (some one known as India’s warren buffet). One attracted investment from the largest chip maker company (like intel)’s investment arm and other attracted 51% investment from the Singapore based ad agency (like JWT).
    What will be exits for such investments?
    What happens to the esop holders?
    What is the shareholding pattern of such subsidiary companies?
    Will someone give fear of god to VAS Managers?

    Too many questions ..who will get the answers if @nixxin raises hands?

  • MainBhiAnonymous (MBA)

    why such indirect speech? Why shying from naming Rakesh Jhunjhunwala, intel, jwt?
    Have seen a very disturbing trend lately: On such a big corporate fraud – not a single comment from any one who wants to say official. All comments are either Anonymous or VASGuy. Is it all the sameguy or sab log behti ganga mein haath dho rahe hai!!
    PS: Am also staying anonymous – atleast creative in name

  • http://www.medianama.com Nikhil Pahwa

    come on. it’s not like i’ve been sleeping all long. takes time to collect even this info, first getting the documents then going through them. thanks for the tip-off on the content one. will check soon.

  • Anonymous

    this does not amount to fraud. folks seriously this anonymous fellow and vas guy have serious vested interests against onmobile or its ex-CEO.move on don’t speculate unless u have concrete proof.

  • http://www.facebook.com/joefelix.d Joe Felix

    Quite shocking when I read about this. Are these guys out of their mind ? . This sound like the kinda frauds of 90′s in Technology space in Hyderabad . The irony is that its one of the very few organisation from the Internet/Mobile space to have succesffully listed . May be its time to check what these mobile VAS or “whatever” organisations are really doing :)

  • Rani

    I agree..”stop wich hunting

  • rani

    Guys pls stop your witch hunting…none of the above accounts for fraud…some disgruntled ex employee who must have been sacked for underperformance must be trying spread rumours..againt the promoter…Arvind as we know is aclean n able leader n Onmobile will miss a leader like him pity…

  • Raj

    Bad story nikhil…u now writing for the sake of writing…come on pick up topics where there are real frauds…the company by no means would have undertaken buyback worth 25 cr if there was any fraud of this kind…what i understand…promoter stakes which were pledged had to be invoked by banks cos share price went down…check your facts n dont post something which has just been provided by a disgruntled insider or ex employee…not done…

  • http://www.medianama.com Nikhil Pahwa

    We’ve said that it isn’t indicative of wrongdoing, but why isn’t Onmobile coming clean on what it meant by “weaknesses in processes” and corporate governance issues? If Arvind is clean, why isn’t he speaking up about what happened?

  • Anon

    It is just a culture of stealing. VAS companies steal from the public and this company’s ex-CEO stole from the company. Problem with the culture in general?

  • VASGuy

    Apologies if it sounds like witch hunting. It is not the intention.
    Nowhere I have indicated anything personal about Mr. Rao.
    We have been trying to expose the ecosystem which is unethical. And I am reiterating that companies like OnMobile or On97 who have built business around subscription products or push based products are a minority beneficiary. The larger beneficiary is the operator and corruption starts/stops at VAS Manager level who gives push database to the vendors.
    The dangerous practice which has started lately (since last one year) is that the base which was given for promotion is now automatically activated at the backend and charged daily.
    Getting SPAM is a lesser evil but getting unauthorized charge is criminal. It is white collar stealing.

  • VASGuy

    There is nothing personal. Please be objective in your comments as well.
    Can you please share a list of founders/CEO who resigned due to “lack of internal controls”?
    And how many times such names are removed completely from the companies website?
    And if you feel why are we targetting only one company in VAS space, well thats the only one listed so we have information in public domain. And there are other listed VAS companies but none with such colorful stories where founder CEO had to resign.
    And the reason so much of followup is that no one is coming clean with proper explanation of why such clear conflict of interest companies were allowed by the M&A head and the founder CEO :)

  • Well-wisher

    There may be issues. There may not be. They might be linked to individuals. Or they may be systemic. Regardless of where the fault lies, here are a few things that need to be kept in mind: 1. Don’t assign blame and don’t do a trial by media or via anonymous forum posts. If you are naming someone directly, either back up your allegations/insinuations with proof or have the courage to put your own identity in front of your comments so people know how credible you yourself are. It is a pointless exercise otherwise and ‘potentially’ drags someones name in mud on the back of mere speculation. 2. People and companies need to manage and grow businesses ethically instead of looking for short cuts or quick fixes. Provided they want to grow scalable enterprises. This applies to the Indian VAS business as much as any other sector anywhere else in the world. 3. Consumer interests need to be protected. Common theme of ‘cheating customers’ through dodgy billing seems to have some truth in it. Such practices need to be investigated and stopped. Voluntarily stopping them is advisable unless the sector wants the matter to gather enough steam prompting the regulators to step in. 4. The sector has grown tremendously over the past 8/10 years- leading to many jobs, growth, etc. It has been one of the success stories in the recent chapters of the telecom growth in India. What has perhaps been ignored is the ‘culture’ of the sector. Company heads need to spend some time reflecting on the kind of companies they are creating and the kind of culture they are propagating within their organisations. Short term success is attractive but long term success takes time, patience, dedication, discipline and is immensely more satisfying.

    Focus on innovation, creating engaging customer experiences, fight for ‘share of mind’, bleed to deliver the most awesome satisfaction levels, cry when you see churn figures but identify causes and fix what you can, seek to create platforms and experiences that are truly game changing. Indian Telecom, particularly VAS, is an amazing space to be part of. There are spectacular opportunities and big glaring gaps in the market that can be effectively and profitably plugged. Be proud of your involvement in this sector and don’t compromise your principles for short term gains. Look at the big picture and don’t miss the forest for the trees.

    Ok, preaching done. Didn’t mean to sound like Swami Vivekanand but I truly believe in what I’ve written above. I sincerely hope the sector would have the spotlight shown on it for more positive news and developments in the future.

  • Ratan

    Great! Very Enlighting…
    M-VAS has been a great success story..The industry has grown extremely fast in the last 5 years and it will grow even more in the future years.
    Yes, Companies need to change their focus. Need to work on their product portfolio and deliver good products which will create a pull for it orelse the ‘Jugaad’ and the VAS managers of the telcos will continue to act like the SUPERPOWERs and the industry will get into more trouble and issue..More TRAI guidelines and more penalties.!

  • noGod

    And why did you not put your name forward?

  • Well-wisher

    Hello noGod. Look at what I wrote. Would it make any difference if I wrote my actual name or not? Are you more interested in my identity or the import of what I tried to convey? I have stayed away from personal comments and tried to highlight what I see as the way forward- may sound idealistic but this is something I believe in and feel is highly relevant for this sector. If you agree with what i said- it doesn’t matter who I am. If you don’t agree with what I say- then it definitely doesn’t matter who I am. Right?

  • noGod

    It
    matters who you are, as you have said something worthy and right. Medianama comments are mostly by disgruntled, uninformed, abusive ones with malice
    towards one and all.

    Nikhil
    Pahwa is Khushwant Singh of this industry and he is perfectly crowd-sourced.

  • Girish

    The above news seems to be true. One of my friend works at Onmobile and the story written here and few facts as per him below :

    1) Mouli Raman going for holiday for few months
    2) The New CFO Rastogi resigning in 3 to 4 months after joining Onmobile
    3) Sandeep Ganguly joining Onmobile back from Mobile Traffik
    4) VP-Sales (Sanjay Bambri) resigns
    5) Rajesh moorti and Finance team quits onmobile in Dec 2011

    The above Article and the turn of events perfectly match and I do belive that there was some wrong doing at Onmobile.

  • Girish

    acquiring Dhilitium was another blunder what Onmobile did !!