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Hikal promoters Sugandha Hiremath and her husband Jai Hiremath on Thursday reiterated that there indeed was a family arrangement to transfer Hikal shares held by the Kalyani Group to Sugandha, and rejected allegations by Kalyani Investment Company Ltd (KICL) that they had suppressed a correspondence from the late N. Vaghul, former chairman of ICICI Bank.
Denying all allegations, the Hiremaths maintained that they had not wilfully suppressed any information related to the family arrangement and rejected claims of market manipulation or securities regulation violations.
The core of the dispute centres on a 1994 family agreement between Babasaheb Kalyani, the billionaire promoter of the Kalyani Group, and his father Neelkanth Kalyani, which outlines that the shares of Hikal held by the Kalyani Group are to be transferred to the Hiremath family. Hikal Ltd, the company co-promoted by the Hiremaths, disclosed this family agreement on the stock exchanges on 14 January. However, Kalyani Investment, which holds a 31.36% stake in Hikal, has disputed the validity of this agreement.
Both parties referenced letters from Vaghul in their filings. Hikal submitted a letter from Vaghul to Sulochana Kalyani dated January 2012, which acknowledges the existence of the agreement to transfer Hikal shares to Sugandha Hiremath. In contrast, KICL presented a letter from Vaghul to Babasaheb Kalyani and Sugandha Hiremath, dated June 2023, where Vaghul clarified that his 2012 letter was not intended to confirm the correctness of the family arrangement. KICL argued that the Hiremaths' failure to disclose this letter represented a serious offense under the SEBI (Prohibition of Fraudulent & Unfair Trade Practices relating to Securities Market) Regulations.
In response, the Hiremaths argued that the 2023 letter was not a new disclosure. "If this so-called letter was such a vital piece of information or aided Baba Kalyani and/or the entities directly and indirectly under his control, then KICL and/or Baba Kalyani ought to have made a further disclosure regarding this letter itself pursuant to KICL's disclosure on 24 March 2023," the Hiremaths said, pointing out that no such disclosure was made.
They further asserted that KICL and Baba Kalyani had intentionally suppressed Vaghul's letter, emphasizing that the 2023 letter was merely a clarification issued by Vaghul 30 years after a 1994 meeting, which briefly discussed transferring Hikal shares back to the Hiremaths.
Also read | Hiremath claims a third of Kalyani family fortune including Bharat Forge shares
The Hiremaths also clarified that the 2012 letter, which had previously been disclosed alongside the 1994 family agreement, clearly outlined a meeting between the Kalyani family and Vaghul. The letter reaffirmed the understanding that Hikal shares held by the Kalyani Group would eventually be transferred to the Hiremaths, a matter that is currently under legal review in the Bombay High Court. In March 2023, the Hiremaths filed a petition in the High Court seeking specific performance of the 1994 family agreement and the transfer of Hikal shares held by the Kalyani Group to Sugandha.
The Hiremaths reiterated that their actions had been fully in compliance with Sebi regulations, stating that they had only submitted the family agreements as required by law and reserved the right to take further legal action, if necessary.
In response, Kalyani Group-owned companies BF Investment and KICL issued a statement asserting that the disclosures "made solely on the basis of the letters, continue to remain misleading, inaccurate, and purport to create a false market not only in the shares of Hikal but also in the shares of our company."
Also read | Bharat Forge's Kalyani group threatens to sue Hiremaths
The Kalyani Group companies claimed that Vaghul's 2023 letter, which denied any family arrangement regarding the Hikal shares, had been included in their release. "It seems that Vaghul's (2023) letter was intentionally withheld by the Hiremaths in their correspondence and is now being used by the Hiremaths to cover up their failure to disclose it initially. The reasons for denial and interpretation of Vaghul's letter suiting the Hiremaths is a complete afterthought," they said.
The Kalyani companies called upon the Hiremaths to make complete, accurate, and correct disclosures to the exchanges, failing which they would be constrained to take appropriate legal action.
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