Why Ajay is Greedy, Ajay Gupta, SDG MGL,(http://www.masconit.com/corporate/locations.htm) Corporation, Norwalk, CT, USA.Children of this family, understand why character counts. Why, not to associate with greedy, evil character. It is indeed sad that greed has taken Ajay Gupta & Neelam Aggarwal to such depths of depravity. They both carry the tears of a mother for her son and a family, broken.Children & grown ups, please do not emulate such traits. Why? Because character counts.This is not a family feud. This is not a sibling squabble. This is deception, lies, manipulation. All for greed. At the cost of Devinder's blood, drip by drip for the last 7 years and now the final stab. At the cost of a good, happy big family, now sad & broken with the sobs of a mother's (yes, SDGupta) heart wrenching cries for her son's health, his life.Now, it is not a question of money. Its a family lost to greed. Its misdeeds of these miscreants. Its the family dignity down in the dumps. Its the crooked character of one, nay two of our own. Its jugglery of the Judicature. Its the impertinence of the imperfectible. An opprobrium of an opportunist. Its the lies of the licentious and the lewd. Its knavery of kinsfolk. Its the immaturity of the immoral. The deception of the depraved. Its the impiety of the impotent. It is the nostrum nauseous-ness of the Neuter. Insipid, inglorious inhuman. An odium of the odious. Yes It is, the turpitude of the abominable and the perversity of the pervert. Ajay Gupta & Neelam Aggarwal. Shamefully, two of our own. They drew blood. No, no. They drew Devinder's heart, out.For what?This web site is for the younger generation to understand the difference between Wrong & Right, between Greed & Fair Play, not because of family but because that is the Right thing to do. Why? Because character counts. On January 18, 2008, greedy Ajay Gupta of SDG MGL (Mascon Global Limited) (http://www.masconit.com/corporate/locations.htm) Corporation of Norwalk & resident of Summit Ridge Rd., New Canaan, CT once again, stabbed his elder brother Devinder in the back by trying to steal his income & livelihood by lying for his personal greed. Greedy Ajay Gupta of New Canaan, CT sold the company that Devinder, Anup & Ajay Gupta built up with their blood & sweat as Equal Partners that Ajay denies. That children, is The lie. There was no misunderstanding then. There is no misunderstanding now, on this issue. The Truth was clear as crystal. Soma Devi Gupta (SDG), mother of Ajay Gupta is a living witness to the Truth of three equal partners and Ajay and Neelam Aggarwal's deception. She refused to speak to Ajay & Neelam for six long years. She kept quite, the family kept quite. Above all Devinder wanted it kept quite for fear of public ridicule. Its too late now, this public ridicule. Lot of blood has dried up. The next generation needs to know the face of evil. After trying to make some sense of this lack of character in a younger brother like Ajay Gupta, whom Devinder brought up by making many personal sacrifices. The stiletto went deep. Devinder's already weak heart succumbed to this shock of greed & the stab in the back and 10 days later on January 28th, he ended up in the Hospital with a massive heart failure. In 7th century AD, Adi Sankaracharya taught the world: "O' Fool! Give up the greed to possess wealth. Create in your mind the thoughts of The Supreme. Be content with what you deserve with your hard work. Bhaj Govindam, Bhaj Govindam."Obviously, Ajay Gupta does not know how to be a person of character. His ignorance of our family values.For, "Ignorance is the root and stem of every evil" said Plato in 400 BC.Following is what Devinder wrote on Jan 19, 2008 when he was expecting his health to improve and before he could not take it any more and ended up in the hospital on the 28th:
From:
DGupta2438@aol.com [mailto:DGupta2438@aol.com] This is to acknowledge the receipt of the subject letter dated January 18, 2008. Be advised of the following: - I will not accept shares of MGL as a part of the sale price. - I will need to review the entire Sale Agreement. - Prior to the Sale of my shares, an agreement must be reached regarding deferred compensation and benefits from 1997 through 2001 and my right to purchase additional shares in exchange for the deferred compensation. - Prior to the Sale of my shards, an agreement must be reached regarding unlawful termination as of January 2002. I will not deal with MGL until the above listed issues are resolved to my satisfaction. Be advised that I have not taken legal action so far because of health reasons. Now that my health is expected to improve and I can travel, legal action in the Court of Law in Connecticut will be initiated to resolve the issues listed above, Until these issues are resolved, the sale of SDG cannot take place. Devinder Gupta This is what Dr. Arun Gupta, trying to save his elder brother's life wrote on Feb 4, 2008:
From:
A Gupta [mailto:rs5712@hotmail.com] I am sending this e-mail on behalf of Devinder and hopefully I have included all interested parties on the e-mail, but if not, feel free to forward this as necessary. By now, most of you have become aware of Devinder's condition. For those of you who have not yet heard, here is a brief synopsis to get you up to date. Devinder was taken to the Emergency Room on Monday, January 28th. Soon after, he was admitted to the hospital and it was shortly thereafter determined that he was in Stage 4 Cardiac Failure/ Cardiac Shock. He has been put on the appropriate medications and the doctor's are monitoring his progress to make sure that his cardiac function is maintained. He will soon be taken for testing and evaluation and will have to be put on the Heart transplant list. His condition is extremely serious now but we are holding out hope that a heart will become available. He is currently very weak and his best course of action is just rest and relaxation.
He has had a rough past few years medically with multiple
admissions to the hospital, additionally with various complications that
Diabetes and his heart condition caused him. He would be dizzy, stumble
like a drunk, and become drowsy ,all becos of Diabetes, heart irregularities
and heart failure requiring multiple procedures, pacemakers, admissions and
medications yet He never complained, with loss of quality of life, job and
personal finances, He kept talking about peace in Jammu and Kashmir, India ,
our homeland.
So wrote Dr. Arun Gupta on Nov 13, 2007, greedy Ajay & greedy Neelam Aggarwal's elder brother, a few months earlier on stealing from others...
From:
A Gupta [mailto:rs5712@hotmail.com] You
have Good Wishes from RISHI, SHEENA, ARUN MAMA and NEELAM MAMI
and from your GRANDMA and GRANDPA from your mothers side. And here, in his own words...in 2004. .. ..Well, let's read this interesting email... (But don't miss Page 2 and be fooled by it!!)Page 2 - He is sorry, boo hoo, and still fool you !!
-----Original Message-----2004 Response to SDG Shareholder’s Meeting Notification on December 27, 2004The invitation to attend subject meeting called to adopt following resolution is declined for the reasons provided below: Resolution ATo reelect Messrs. Deepak Aggarwal and Ajay Gupta as Directors and to update and complete the corporate minute book for the period from January 1, 1997 through June 7, 2002. The corporate minute book was presented for approval by the then “Corporate Attorney” to Anup Gupta, a former partner/shareholder, Director and CFO and Devinder Gupta, currently a partner/ shareholder and a Director in 2002. However, both refused to approve because this document was incomplete and the accuracy of information contained therein could not be verified.
It was incomplete because it did not contain the original partnership/shareholder agreement that outlined the terms of the start of SDG operations effective January 1, 1997. SDG was previously owned by Ajay Gupta and this corporate entity was adopted by 3 partners/shareholders (Ajay Gupta, Anup Gupta, Devinder Gupta) with new structure and business objectives. The partnership/shareholder agreement formed the basis of the new structure and rules. In summary, these terms were equal rights of ownership, employment, control, and compensation and benefits in exchange for equal investment. It also specified that due to shortage of funds Devinder Gupta accepted token payment as consultant in exchange for the right to purchase additional shares (signifying percentage of ownership) at a specified price at a later date in lieu of his rights for equal compensation and benefits. In 2002, Ajay Gupta refused to honor this partnership/shareholder agreement and its inclusion in the corporate minute book resulting in refusal by Anup Gupta and Devinder Gupta to not to approve the corporate minute book update. Ajay Gupta even claimed 51% ownership even though he was only granted equal ownership but 51% voting right to be applied only in case of an attempt by the other two partners/shareholders to force him out after he was advised to ask for this protection by his accountant. The Accounting and Financial records clearly show new SDG started operations with a clean slate and with a new capital investment of $60,000 ($20,000 by each partner/shareholder). Records also show the establishment of “Due To Accounts” which were credited with amounts due to each partner for physical assets and receivables each brought into the new SDG from their previous independent businesses.
Corporate minute update cannot be termed accurate because formal meetings did not take place with proper notices and recording of the minutes from January 1, 1997 through January 2002. The record of the minutes of meetings was compiled by Anup Gupta in June 2002 based on recollection of his memory but could not be supported by documentation. Lack of documentation was because of the fact that SDG was formed as a partnership and conducted business as such; the corporate entity existed only for tax purposes.
Anup Gupta communicated these facts to the “Corporate Attorney” when he was introduced to her for the first time by Deepak Aggarwal and Ajay Gupta. Devinder Gupta also advised her accordingly during telephone conversations and via E-Mails in August-October 2002. By that time it was obvious that she had known Deepak Aggarwal through his previous company and was operating as Ajay Gupta’s personal attorney even though she was being paid by SDG and had a fiduciary responsibility to protect the interest all partners/shareholders of SDG.
Deepak Aggarwal cannot be reelected as director because his “election” in 2002 was neither authorized nor allowed per rules as discussed below.
Resolution B Approval of minutes of the February 12, 2002 and February 4, 2003 special meetings of shareholders
The minutes of February 12, 2002 meeting are fabricated. The meeting was not for the purpose of electing Deepak Aggarwal as a member of board of directors. Second, the Resolution B refers to company bylaws and also refers to a need to amend them to enable election of Deepak Aggarwal as a director. Such a suggestion was never made and discussed in the February 12, 2002 meeting. If it had been made it would have been rejected because the bylaws were not approved by partners/shareholders at anytime since the formation of the new SDG effective January 1, 1997 because SDG functioned as a partnership. When a copy signed by Ajay Gupta was sent by the “Corporate Attorney” to Devinder Gupta in late 2002, it was pointed out to her that the copy was not signed by the other two partners/shareholders. However, she claimed that they were in effect even though they were not approved by all 3 partners/shareholders. Therefore, since Deepak Aggarwal was not elected to the board of directors according to the terms of the partnership/shareholders agreement, he cannot be reelected. Any actions taken by him assuming the authority of a director since February 12, 2002 therefore are not authorized and therefore are invalid.
Resolution B also seeks to give legitimacy to arbitrary and illegitimate action taken by Ajay Gupta in a February 4, 2003 meeting of shareholders that was attended by him alone as a shareholder as those actions were in violation of the partnership/shareholder’s agreement that had been in effect since January 1, 1997. He was not a majority shareholder as claimed by him because Devinder Gupta had notified him of his intent to exercise his right to purchase additional shares at the price specified in the partnership/shareholder agreement. Since SDG owed about $500,000 to Devinder Gupta in deferred compensation and benefits, such an exercise of his right would have allowed him to own about 75% of the outstanding shares and become the majority shareholder. Ajay Gupta claiming to be the majority shareholder terminated Devinder Gupta’s employment and removed him as a member of the board of directors in January/February 2003. Ajay Gupta had claimed authority under the bylaws that had neither been approved nor adopted by other partners/shareholders or directors in the new SDG effective January 1, 1997. Earlier in May/June 2002 Ajay Gupta and Deepak Aggarwal had forced Anup Gupta to resign from SDG as an employee and from the board of directors and sell shares of the company that he owned to Ajay Gupta at an unreasonably low price (about 5% of the estimated fair market value). Clearly the sale was made under duress after several months of abuse and harassment.
Resolution C Approval of the company’s reviewed financial statements for the year ended December 31, 2003 Financial Statements cannot be approved because as stated by the CPA they are based on the representations made by SDG management, namely Ajay Gupta and Deepak Aggarwal. Accounting and Financial records of SDG have never been subjected to an independent operations audit. Suspecting irregularities, Devinder Gupta had expressed his intent to conduct a review of company’s records in November 2002. Terminating his employment and removing him from the board of directors in January/February 2003 denied him this partnership/shareholder right. Financial Statements do not reveal compensation and benefits awarded to himself by Ajay Gupta. Contrary to SDG policies and procedures he has never submitted an expense report to account for charges to the company credit card. He has been using company-leased cars for personal use for several years and charging the insurance, gasoline, and maintenance cost to the company credit card. According to IRS Rules if such expenses incurred for personal benefit are not reimbursed to the company then they must be treated as taxable income. An independent audit may reveal any and all cases of misappropriation and embezzlement of company funds and tax evasion. Resolution D Allocation of new shares and equity appreciation rights up to 20% of the outstanding equity of the company on a fully diluted basis to an equity compensation plan..for eligible employees of the company (including the company’s president Ajay Gupta subject to Plan criteria and approval of an administrator). Approval of this resolution by Ajay Gupta would be an attempt to give legitimacy to otherwise an illegal act of stealing equity from Devinder Gupta. To summarize, the subject meeting seeks to legitimize unsupportable, unauthorized, arbitrary and illegal acts. Ajay Gupta has conspired with assistance from a personal lawyer who was paid by company funds and by others on company payroll to execute what are commonly known in the legal world as “Squeeze-out Techniques”. He has refused to honor the partnership/shareholder agreement, falsely claimed majority ownership and has attempted to legitimize the claim through misrepresentations, fabrication of records and documents. He has used coercion and harassment to force sale of shares by a partner at far below fair market value. He has removed partners/shareholders as employees and directors depriving them of any voice in the active management and operations; engaged in deliberate withholding and manipulation of accounting and financial records; refused to declare dividends; refused to distribute earnings as bonus or retirement benefits; siphoned off earnings through exorbitant salary, bonus, and the misuse of company funds through misuse of credit cards and other methods. Since negotiations have failed to resolve the issues discussed above, legal action through the courts shall be pursued to seek a fair and satisfactory resolution. Devinder Gupta Page 2 - He is sorry, boo hoo, and still fool you !!
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