Vijay Kirloskar complains to exchanges about 'suppression of facts' by TD Power

Vijay Kirloskar complains to exchanges about ‘suppression of facts’ by TD Power

Mumbai: Vijay Kirloskar, the founding director and a large shareholder of Bengaluru-based engineering services company TD Power Systems (TDPS), has lodged a complaint with the stock exchanges, accusing the company of omitting and suppressing material facts in the financial results for the quarter ending December 2023.

In a letter dated February 3, 2024, Vijay Kirloskar, who also serves as the chairman of Bengaluru-based Kirloskar Electric Company, urged the bourses to acknowledge that the company’s disclosure on February 1, 2024, stating there is no action initiated by Kirloskar against TDPS is “entirely factually incorrect, a misstatement and a deliberate suppression of vital information” intended to mislead TDPS shareholders.

Kirloskar was referring to the appeal filed by him against TDPS in the Karnataka High Court on November 22, 2023, against an earlier order, which, as per the stock exchange filing, has not been disclosed by the company.

The company, in its quarterly results, said the original suit has no material impact on the financial results of the company since no relief has been claimed against the company, which is a dispute between Vijay Kirloskar and certain trusts and promoter shareholders of the company.

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Vijay Kirloskar emphasised that such a statement could not have been made, especially considering that both the chairman and managing director of TDPS were well aware of the commercial appeal filed by him and his trusts on or before January 31, 2024. This awareness was heightened by the signing and filing of caveats on their behalf, with advocates representing them and their immediate family members on January 31, 2024.

A TDPS spokesperson, however, categorically refuted the allegations.

“We are not aware of any letter by Vijay Kirloskar to the stock exchanges, and the allegation made by Vijay R Kirloskar is incorrect. In fact, there has been a relentless effort on the part of Vijay Kirloskar to malign the company’s reputation and mislead its shareholders by making false and misleading statements from time to time,” said the TDPS spokesperson.

Earlier, Kirloskar had accused TDPS chairman Mohib Khericha of breach of trust and cheating. He has sought an order for the return of 25.1 million shares of TDPS, which were apparently held in trust by Khericha and his family members on his behalf. Kirloskar alleged that several entities, including Khericha, were involved in transferring a 16% stake, or 25.1 million shares of TDPS. These shares are worth ₹690 crore at current market prices.

In June last year, several promoter entities of TDPS, including Mohib Khericha, sold around 37.8 million shares, representing 24.21%, in an open market sale. The sale resulted in the shareholding of promoters going down from 58.45% to 34.30% in one quarter.

Within weeks of this transaction, Kirloskar, along with Kirloskar Electric Welfare Trusts, had petitioned the Karnataka High Court to prevent Khericha and others, who hold 25.1 million shares in the company through Sapphire Finman Services, from transferring or selling them in the stock market.

The high court on July 12 issued an interim restraining order against Khericha and others, prohibiting them from transferring the 25.1 million shares, and later, on August 28, directed the commercial court to hear the case. On November 18, the commercial court dismissed the application filed by Kirloskar and others seeking a temporary injunction.

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