The Rs 2,000-crore Hikal’s promoter siblings Baba Kalyani and Sugandha Hiremath are involved in a court battle after the former sought to increase his group’s stake in the company by 5%. Hiremath tells Rajesh Kurup and Joydeep Ghosh that Kalyani benefited substantially from the ‘crucial 1994 note’ made by their father and that he is selectively choosing to ignore the part that said that Hikal shares would be transferred to her family. Excerpts:
What is the genesis of this problem?
The issue is about my brother, Baba Kalyani, refusing to transfer Hikal shares in our name – something that was promised to us, according to a 1994 note by our father. For many years, I have been talking to my brother over the transfer, and he has been promising me, in front of my mother, that he will do the needful. However, after my mother passed away in February-end this year, he denied that he ever promised me anything. Following this, his (Baba Kalyani’s) companies put a request to Hikal to purchase another 5% shares. That’s what really bothered us.
There was a 1993 memorandum of understanding (MoU) signed by him and our father, and then another agreement in 1994 signed in the presence of eminent personalities like Mr Vaghul (Narayanan Vaghul, then chairman of ICICI Bank) and Nadkarni (Suresh Shankar Nadkarni, then chairman of Sebi). There is also a 2012 letter from Mr Vaghul, which was notarised, confirming that he was present at the meeting. So to safeguard my families’ interest and future, I had no other option but to move the court.
Do you think the Hikal case is yet another example of women being done out of business in India?
Yes, in all business families and even normal families, women are totally sidelined from being given properties or businesses. They are never given their due share. All that needs to change. This is to fight for equal share of women in family businesses or properties. Though my parents wanted to do it, I’ve been wronged by my brother.I want today’s women to take proper action, take everything in writing, notarise them, so that they don’t get into trouble like me.
The affidavit filed before Bombay High Court on behalf of Baba Kalyani says that there was no agreement or deed, and whatever you are claiming as an MoU was merely a written by your father Neelkanth Kalyani?
It’s totally wrong. There was a family agreement in 1993 which clearly says Hikal shares has to go to Sugandha and Jai (Sugandha and Jaidev Hiremath), which was signed by my father and my brother. He cannot deny that. Secondly, the 1994 agreement signed in Mumbai, though my brother has not signed it, there are eminent witnesses who have signed it. He is calling it mere note. He has derived certain benefits from it, if not all. How can he deny that?
What are the benefits that Baba Kalyani has got?
As per my father’s 1994 note, he got 1.4 million coupons at cost price (worth around `1,200 crore today), and he was appointed MD of Bharat Forge. So, some part of the agreement was followed, not all. He got some benefits and he is still denying it is as just a note.
Are you in possession of the notarised documents?
My mother had made another will in 2012, she has asked Mr Vaghul to confirm that he was present in the 1994 meeting at the Taj, and he replied – it was not only a normal reply, but also notarised it and had sent a true copy of it. This was in January 2012.
In your affidavit, it has been stated that Sulochana Kalyani (who passed away in February) had revoked all powers vested with Baba Kalyani. BNK Group had denied this and stated that there are no formal documents or agreements to support this. What is the evidence of this claim?
My mother had revoked all powers given to my brother, and she had said that our father’s shares in Hikal has to go to Sugandha. This was filed in November or December 2022.
Do you fear that the BNK Group is planning a hostile takeover of Hikal, which has prompted this sibling rivalry?
I hope not. My husband started this company from scratch. It was my father’s idea, he gave the seed capital that time. It was always understood that Hikal ultimately would be run and managed by us, and the shares also would ultimately come to us.
Your court affidavit states that Hikal was built by Jaidev Hiremath’s from scratch. In their response, Baba Kalyani stated that group company Kalyani Steels had provided a series of loans to Hikal till 1991, post which the debt was converted into equity.
They had given financial assistance and loans earlier, but everything was paid back with interest. We don’t owe a single rupee to the Kalyani Group. There are co-promoters of Hikal.
With Baba Kalyani also being on the board, do you see issues on the decision-making front?
No, all of us want the company to grow. The issue is only between me and my brother. The operations would continue unhindered.
Is there a solution that can be arrived at?
I don’t want this issue to continue to the next generation for sure. Let’s see what the courts decide. Whatever is due to me should come to me, that’s all I am saying. This was my father’s will.