KKR rebuts InGovern’s charges; says independent director slot ‘pre-dates’ its share-pledge enforcement

Global investment firm KKR has clarified that since it is a shareholder in Gautam Thapar-promoted CG Power and Industrial Solutions, it is within its rights to engage with the Board and shareholders.

“As a shareholder, it is in our interest to engage constructively with the company, both through its Board and shareholders, in order to preserve and enhance the value of the company,” a KKR spokesperson said in an e-mail statement.

The issue on hand relates to CG Power disclosing that the advances to related and unrelated parties have been potentially understated by ₹1,990.36 crore and ₹2,663 crore, respectively, as on March 31, 2018. This was unearthed after an investigation, which was followed up with the ouster of Thapar as the Chairman. Following the removal of Thapar, its CEO KN Neelkant and CFO VR Venkatesh, along with some board members resigned from the company. Thapar has taken legal recourse with regard to his removal and allegations of financial misappropriation.

Subsequently, corporate governance advisory firm InGovern questioned the roles of various stakeholders in CG Power — the Board, key management personnel, internal auditors, bankers to the company, lenders to the holding company, statutory auditors, promoters and other group companies, which had caused shareholder value erosion.

‘Lender’ to Avantha Holdings 

KKR pointed out that it has been a lender to Avantha Holdings (a part of the Avantha Group which had a stake in CG Power) and not a shareholder of CG Power until it enforced the share pledge option on September 16, 2019. It had to do this due to defaults by Avantha Holdings.

“As a result of our enforcement, we now own just under 10 per cent of equity stake in CG Power,” said KKR. On June 30, Avantha had a negligible stake in the company, with lenders invoking the entire pledged promoter shareholding.

Subsequent to acquiring the stake, Narayan K Seshadri was appointed as an Independent Director of CG Power. Seshadri, InGovern pointed out, has close business interests with KKR India and Sanjay Nayar, head of KKR India. 

“The appointment of Narayan Sheshadri as an independent director, predates our share pledge enforcement and in any case it is entirely within the board's power to manage the affairs of the company in accordance with its charter,” said KKR. 

SEBI gets time for ‘order’

Meanwhile, the Securities Appellate Tribunal on Tuesday granted SEBI time till March 10 to pass the final order in the matter related to CG Power where former chairman Gautam Thapar and other entities were barred from the securities market. While giving more time, the tribunal also clarified that the regulator can rely only upon documents that are also made available to all the entities for passing the confirmatory order.