“We are in receipt of various documents including the shareholders’ agreement of TDPS and the termination letter by an anonymous whistleblower… The IPO document of TDPS had many misstatements and vital suppressions made therein, meriting an investigation by the exchanges and Sebi in the public interest,” InGovern has said in a letter dated 5 October.
The corporate governance advisory firm has said page 134 of the IPO prospectus states that “Our company has not entered into any shareholders agreement,” which is a “patent misstatement” as Vijay Kirloskar, Nikhil Kumar, Mohib Khericha and TDPS had entered into a ‘Share Purchase and Shareholders Agreement’ dated 18 July 2001.
“Although the said shareholders agreement was terminated on 6 January 2011 (shortly before the IPO), the statement that TDPS ‘has not entered into any shareholders agreement’ is a deliberately false statement,” InGovern states.
TDPS, a Bengaluru-based electrical equipment maker, was set up by Kirloskar in 1999. Kirloskar resigned as chairman and director in June 1999 and the TDPS board nominated Khericha as the director.
“We further understand from recent reports in the press that the shares which Kirloskar and various Kirloskar Electric Company (KEC) Trusts held in TDPS were transferred to MK, his family members, and entities, to be held in trust. It is pertinent to note that no disclosure of this very significant fact was made in the TDPS IPO prospectus,” states the InGovern letter.
Earlier this year, TDPS was in the news over an ownership dispute between the promoter group and Kirloskar, who has filed a commercial suit against TDPS promoters in the Karnataka High Court (HC).
In August, InGovern had issued a note red-flagging governance concerns at TDPS. It had said that the company should immediately take steps to disclose full and complete facts to its shareholders regarding the commercial suit filed by Kirloskar.
TDPS did not immediately respond to email queries sent by Business Standard.