Minority shareholders with a substantial stake in Texmaco Infrastructure have alleged that the company is being run only for the promoters and being “managed as a proprietary concern”.
“We are shareholders since many years and are wondering the way the company is managed. It gives the impression that the company is managed and run not for all stakeholders but ONLY promoters. The following facts establish that the company is managed as a proprietary concern,” said Hardik Patel, who owns 1.28 crore shares, in a letter to S.K. Poddar, Chairman, Texmaco Infrastructure and Holding Ltd.
“The Independent Directors have completely become yes men and become like members of family in family type-run companies with complete disregard to duties and responsibility of Independent Directors and (are) completely failing in their duties,” Patel said in the letter.
It is alleged that the promoters of Texmaco Infrastructure and Holdings Ltd have diverted its funds to give loan, financial support and to acquire equity investment in listed and unlisted companies which are either associates or related group companies.
The net worth of the company for the last three years and its profit before tax return shows that the promoter and the management is not capable of even delivering returns equal to bank interest, Patel has alleged.
Patel said that most of the investments are in companies where promoters have direct and indirect interest, regardless of whether these investments are for benefit of all shareholders.
“The past record shows that these shares have not been sold and profits are not realised when the prices of the shares have been at a high. Hence, the motive is not to make profit but misuse its net worth for own ends. In fact, it would not be out of context to mention that the investment of the company has depreciated by Rs 66 crore and much more from their peaks,” he said.
“We are of strong belief that the Independent Directors have completely failed in their duties to protect our interest. The Independent Directors are required to bring an independent judgement to bear on the Board’s deliberations on issues of strategy, performance, risk management efficient use of resources and scrutinise the performance of the Board and the management. They are expected to safeguard the interests of all stakeholders, and particularly the minority shareholders,” the letter to Poddar said.
Some of the minority shareholders holding substantial stake in the company have alleged that in spite of the company having huge positive net worth, the return on net worth for last 4 years has been a meagre 2.5 per cent to 4 per cent per annum, which is much lower than the safe return which could have been earned had the same been placed with safe and reputed banks.
It is mainly due to misuse of resources of the company into related parties, and loans and investment to listed and unlisted entities related to promoters. The annual report also reveals that value of investment in promoter related entities have depreciated by Rs 66 crore, the shareholders said.
The minority shareholders are concerned “about the imprudent business sense of the promoters, Independent Directors and management of the company, whereby it borrows from third parties on interest, incurs liability as well as mortgages its assets and the money so borrowed is lent to another group company of promoter”.
“Even most valuable assets i.e Kamla Nagar property is mortgaged to secure liability of group company,” they said, alleging “gross wilful negligence of their duties and responsibilities by Independent Directors”.
The large shareholders say they have written about their concerns to Saroj Poddar as well as all Independent Directors, but “they have opted not to respond”.
The large minority shareholders pointed out that they will reach out to other minority shareholders to make them aware about various diversion of fund for personal benefits.