In a move that could further escalate the dispute between TD Power Systems (TDPSL) and shareholder Vijay Kirloskar, the latter has moved the Securities and Exchange Board of India (Sebi) accusing the Bengaluru-based firm of “deliberately and dishonestly” avoiding compliance disclosures.
Kirloskar, who is the chairman of Bengaluru-based Kirloskar Electric Company, had earlier moved the Karnataka high court staking claims to about 2.51 crore shares worth ₹555 crore of TDPSL, a company founded by him in 1999.
In the latest salvo, Kirloskar shot off a letter to the market regulator last week accusing the company of non-compliance with the disclosure norms and sought an investigation in to the issue. This followed a disclosure by TDPSL to stock exchanges on August 12 stating that its chairman and non-executive director Mohib Khericha is not a shareholder and the issue (claims of shares) is sub-judice.
“It is relevant to note that TDPSL by merely stating that Khericha is currently not a shareholder of the company cannot seek to deliberately and dishonestly avoid complying with its disclosure obligations…,” it said.
Khericha continues to be a director of TDPSL, even though he has recently ceased to be a shareholder of the company in his individual capacity, while Kirloskar continues to be a shareholder.
Under the Sebi listing rules, companies are required to disclose agreements entered into by a director with a shareholder which could, either directly or indirectly, impact the management or control of the listed entity.
Recently, TDPSL promoters including Khericha, Nikhil Kumar, Chartered Capital, Saphire Finman Services and Hitoshi Matsuo sold about 3.78 crore shares representing 24.21% of its equity in the open market sale (partly through block deals). These shares were acquired by institutional investors such as Aditya Birla Sun Life MF, BNP Paribas, HDFC MF, ICICI Prudential MF, Goldman Sachs LIC MF, Mahindra MF, Mirae MF, Oxbow Master Fund, Quant MF, Societe Generale among others. The sale resulted in the shareholding of promoters going down from 58.45% to 34.30% in one quarter.
Earlier this month, proxy advisory firm InGovern Research Services raised flags over corporate governance issues at TDPSL and asked shareholders to vote against a resolution to reappoint Khericha as a director. It also wanted shareholders to demand a forensic audit into the engineering services firm’s actions.
Based out of Bengaluru, the Rs 4,000-crore TDPSL manufactures generators and motors for the power sector.
