Kesoram AGM: Shareholder proposes handing over firm to Kumar Birla

Basant Kumar Birla-promoted Kesoram Industries, for the first time in many years, faced a stormy annual general meeting (AGM) on Friday.

Sharp exchanges between shareholders, repeated mentions of poor company performance, allegations of loss to minority shareholders and a demand that the company be handed over to Basant Kumar Birla's grandson, Kumar Mangalam Birla, made the 99th AGM unprecedented in more ways than one.

Things started with Janardhan Kothari, a minority shareholder, alleging closely-linked transactions among Kesoram Industries, Kesoram Textile Mills, Manav Investments and Camden Industries.

Kothari’s main point was that Camden had made huge profits at the expense of Kesoram's minority shareholders. He also pointed to many sale and repurchase transactions regularly taking place between Kesoram and Camden.

Also, in 2015, Kesoram sold its spun pipe and heavy chemical business to Camden. Then, Kesoram bought back the same units from Camden on June 14 last year.

Kothari documented his allegations and presented them to the board and is planning to send them to the Securities and Exchange Board of India (Sebi).

While replying to shareholders, Tridib Kumar Das, whole-time director and chief financial officer, however, said Camden and Kesoram were not related parties.

Kothari's points seemed to find favour with a section of shareholders while some others tried to shout him down. 

Kothari signed off by saying that the only hope for Kesoram, which is celebrating its centenary year in 2018-19, was that the reins of the company be handed over to Basant Kumar Birla’s grandson, Kumar Mangalam Birla. That too struck a chord with some, with a section of shareholders applauding the suggestion.

Some other shareholders at the Kala Kunj auditorium were also heard saying, on the sidelines, that the management of the company, which is in the red, should be handed over to Kumar Mangalam Birla. 

Basant Kumar Birla had wanted to hand over Kesoram to Kumar Mangalam Birla. However, later, the plan was changed and daughter Manjushree Khaitan was made executive vice-chairperson. Basant Kumar Birla continues to be chairman.

Most other shareholders who spoke on Friday also questioned the management on the performance of the company.

For the year ended March 31, 2018, Kesoram posted a loss of Rs 4.63 billion on revenues of Rs 39.33 billion compared to a loss of Rs 1.55 billion and revenues of Rs 42.43 billion in the previous year.

One of the shareholders said it was akin to the government's "Achhe Din". 

Das said the company was planning to induct a partner for the tyre business, and investment bankers had been appointed for this. 

The tyre business will have to be separated in that case, he added. 

In 2017-18, the tyre business had sales of Rs 14.53 billion and a negative Ebitda (earnings before interest, depreciation, taxation and amortisation) of Rs 900 million. 

Das said the cement business was Ebitda positive. Kesoram has debts of around Rs 35 billion.

WHAT TRANSPIRED

• Poor performance sparked exchanges between shareholders
• Janardhan Kothari, a shareholder alleged Camden had made huge profits at the expense of Kesoram's minority shareholders
• He documented his allegations and presented it to the board 
• He plans to send it to Sebi for investigation into violations of insider trading norms
• Tridib Kumar Das, whole-time director and CFO, said Camden and Kesoram were unrelated parties