The Lobbying Activities of Neelam J. Makhija on Behalf of Infowave Software, Inc.

Findings

In the fall of 2000, Mr. Makhija was in contact with a number of companies in British Columbia to determine if there was a match between their investment needs and the repayable contribution arrangements that might be available through TPC. Infowave, which was seeking investment funding for a project that involved the advanced technology in which they specialized, was among these companies. We have no evidence that Mr. Makhija was in a contractual relationship with Infowave at this time.

Mr. Makhija arranged a series of meetings to be held in Vancouver in December 2000 between several local companies including Infowave, and federal government employees involved in the TPC funding process. Mr. Makhija wrote to a TPC investment officer (investment officer) in November 2000 indicating the scheduled date and time of the meeting between TPC and Infowave in December and showing those times during the trip that were still open. He also provided the investment officer with Infowave's address and phone number, as well as the name of its CEO. The meeting took place in December as scheduled, attended by an investment officer and a Program Manager from CRC.

Infowave submitted its investment outline to TPC in January 2001. At that time, Mr. Makhija was assisting a number of companies and these companies as well were submitting investment outlines to TPC. These outlines were to be considered at a TPC priorization meeting in February 2001. In January, Mr. Makhija wrote an email to the President of one of the other companies regarding the status of the various projects with which Mr Makhija was assisting, including Infowave's project. In that email he summarized the meeting with the TPC officer and added:

"[The public office holders] assure me that my projects will be supported by them…. Any way this priortizing exercise will result in selection of half of my projects. We discussed on steps to take to fund the rest. Our aim is to fund all. … I will encourage the companies to develop and submit a full proposal (with … [the investment officer's] blessings)…. Political process from top down can also be initiated, if required. … For now, I am personally acquainting my associates with the merits of the projects and checking their receptivity. If they have questions, I'll try to answer or connect them to the companies directly."

In February 2001, TPC held a priorization meeting. Infowave was not selected for funding at the February 2001 meeting but remained in consideration for future funding.

A Memorandum of Understanding (MOU) between NJM Initiatives Inc. and Infowave was signed by Mr. Makhija on April 12, 2001. The preamble states that NJM had been retained to assist in a planning process "with the objective of qualifying for and securing of financial support from government agencies". In this document, NJM undertakes to provide a range of professional services, including:

• Initial review of project feasibility.
• Joint review of corporate R&D strategic planning, assessment of strengths, future growth capability and directions, current business plan, to determine project scope.
• Identification and determination of project qualification criteria for potential funding and sources; project formulation strategy.
• Compilation of material supplied by the company and other sources; proposal preparation, initial presentation, submission, discussion and defence.

For these services, the company agreed to pay an amount on signing, and on approval of the government's financial contribution to the project, a professional fee calculated at a stated percentage of the total amount of the financial contribution. This type of arrangement is often called a "success fee" or contingency fee. The LRA requires that consultant lobbyists who are paid in this way disclose that fact as part of their registration.

Mr. Makhija arranged a series of meetings for May 2001 in Vancouver, between a number of companies, including Infowave, and the investment officer and another Industry Canada employee. On April 12, 2001, Mr. Makhija wrote the investment officer that the Vancouver trip schedule was going well and that most slots were booked. A few days later, he provided the investment officer with a list of web sites, including Infowave's, and commented, "this is how the visits are shaping up. More when we meet later this week." The President of Infowave wrote the investment officer in May 2001, providing the latter with the company's complete proposal. He also thanked the investment officer for the visit to Infowave and the opportunity to personally present its proposal.

On April 24, 2003, the investment officer wrote to Infowave's CFO indicating he had met with Mr. Makhija on the previous day for "a bit of strategization" to prepare for a meeting on May 1, 2003 and that there should be a focus on technological advancement rather than market forecasts.

A repayable contribution agreement between the Minister of Industry and Infowave was signed by the TPC Executive Director on December 5, 2003 and by the CFO of Infowave on December 8, 2003. The maximum funding to Infowave was set at $7,289,500. Section 6.11 of Schedule 1 of the agreement provides that any person lobbying for Infowave in order to obtain the agreement or any of its benefits would register under the Lobbyists Registration Act.

The terms of payment provide that NJM would be paid the professional fee promptly after the funding payments are received by Infowave. A cheque from Infowave payable to NJM for $2,140 - the $2,000 signing sum plus $140 GST - is dated May 4, 2001.

Early Termination of the MOU

By a letter to NJM dated November 4, 2003, Infowave's CFO advised that the TPC funding agreement required Mr. Makhija to confirm that, with respect to his services to Infowave, he did not solicit the agreement with TPC. The CFO added that Infowave would provide a similar representation to TPC and that Mr. Makhija should contact him immediately if he had any information "inconsistent with these representations". Finally, Infowave's CFO informed NJM that the company would waive any right for a complimentary service of ongoing liaison with funding sources that it had under its April 2001 MOU with NJM and requested NJM not to engage in these activities without the request of the company. On behalf of NJM, Mr. Makhija signed his acknowledgement and agreement at the bottom of the letter on November 4, 2003.

A few months later, the parties again addressed the issues of lobbying and the continuation of their MOU. Mr. Makhija signed on behalf of NJM a document entitled "Compliance Certificate" which is dated March 24, 2004. He certified on his own behalf and that of his company that he did not solicit the agreement between TPC and Infowave and that he did not engage in lobbying on behalf of Infowave to obtain the agreement. He acknowledged that Infowave was relying on the certification in its dealings with TPC and in making representations with respect to the activities of Infowave's consultants. In a letter to Infowave dated two days later, Mr Makhija cancelled the MOU with Infowave effective immediately, for "personal reasons". In addition, Infowave was relieved of any obligation to pay any amounts owing to NJM pursuant to the MOU. On behalf of Infowave, its CFO acknowledged and agreed to the contents of NJM's letter and his signature is also dated March 26, 2004.

In its third quarter report for 2004, Infowave stated that TPC would reduce its funding to the company by 15%, or $1.1 million. The $1.1 million equals the amount Infowave was to pay a consultant for assisting the development of Infowave's "technology road map" and the application for TPC funding.

In the period from October 2000 to November 2003, there was no registration of either Neelam Makhija or NJM Initiatives in the Registry of Lobbyists.