ManPasand Beverages: Juice-maker Hijacks Board Meet, Keeps Independent Directors out
On 12th September adding fuel to the fire in the ongoing dirty tricks saga at the ManPasand Beverages board room battle, three independent directors, viz.,  Jitendra Divare, Uday Kamath and Bipin Rathod, have revolted against the yoke of the promoter intensifying the battle at the beleaguered company.
 
The sequence of events is laughable and yet serious. At 2.19pm, the company circulated the notice of a board meeting vide email without giving adequate notice period as required under the Companies Act; additionally, agenda notes were not annexed. The independent directors then requested for an audio call unsuccessfully.
 
Then Uday Kamath tried calling CMD (chairman & managing director), WTD (whole-time director) and Bharati Naik from Mr Dhivare's mobile phone.
 
In what can be called hijacking the board, CMD was called at 5.09pm and he wanted to know who was on the line. When Mr Kamath replied and asked for an audio con call, Dhirendra Singh disconnected, saying hello, hello several times.
 
WTD Abhishek Singh was then contacted at 5.11pm and 5.12pm; the first time the phone was found switched off and second time a recorded message said said that incoming calls were barred.
 
Independent director Bharati Naik was then contacted at 5.15pm; she replied that she was at home and had no intimation that there was a board meeting scheduled. At 5.28pm, Bipin Rathod got a call saying that Dhirendra Singh, Abhishek Singh and Bharati Naik were present for a board meeting which was to start and requested him to join.
 
Then, in what can only be described as bizarre, at 5.33pm the three independent directors called the mobile which had said the meeting started to join and shockingly were told by Dhirendra Singh that the meeting was already over (5.28pm to 5.33pm, precisely five minutes) and that the minutes of the meeting would be forwarded to them.
 
The sheer unprofessional and unethical manner of conducting the board meeting has raised the hackles of the independent directors who for a change seem to be doing their job. They have now written to the rest of the promoter-led board that all resolutions passed are null and void since they were not present. They have since forwarded this letter to all bankers of ManPasand. 
 
Disclaimer: Information, facts or opinions expressed in this news article are presented as sourced from IANS and do not reflect views of Moneylife and hence Moneylife is not responsible or liable for the same. As a source and news provider, IANS is responsible for accuracy, completeness, suitability and validity of any information in this article.
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    COMMENTS

    SUNIL KUMAR HEMNANI

    4 weeks ago

    SEBI could have a representation available at AGMs which are also becoming more of a farcical in nature .Even a recording is not made available to shareholders ,what point is a webcast of event if a shareholder is not allowed to view the same ?? Case in point ICICI Bank where Corporate Governance is a Joke ,the easy with which Directors just dont answer questions ,simple questions just shows the apathy they have for the Law.Wake UP #SEBI

    Ravindra Shetye

    4 weeks ago

    Will SEBI take a SuoMoto action and send notice to the Company for explanation failing which the Board Meeting can be nullified?

    ManPasand is only Promoters pasand as board meet turns into war zone
    In what can only be described as the theatre of the absurd colliding with the world of surreal, developments at the embattled ManPasand Beverages over the last few days have left shareholders and people at large gaping. One needs to hear more from the regulators though! The level of jogger pokery at a new level.
     
    Curiously on September 9, Batliboi and Purohit recently appointed statutory auditors of the company wrote to the Audit Committee and Board of Directors of ManPasand informing them that their audit team was not allowed to enter the Vadodara factory for conducting the statutory audit. 
     
    Security informed the audit team that they had no permission to enter the factory premises. This comes against the backdrop of Batliboi and Purohit being appointed as the auditor by ManPasand replacing Mehra Goel & Co who resigned. 
     
    Prior to this in May, 2018 Deloitte Haskins and Sells had also resigned on the eve of the comany's earnings report day. The company has been going through a cycle of pain with the MD and CFO being arrested in the past for GST violations and evasion. 
     
    The Vadodara incident comes immediately after another fiasco. On September 6, Independent Director Bipin Rathod intimated the two exchanges that a board meeting had been scheduled in Mumbai at 1.30 p.m., which at the request of an independent director was rescheduled for 2.15 p.m. 
     
    The meeting convened at 2.13 p.m., and was attended by all board members barring Abhishek Singh, a whole time director. 
     
    The board was informed by the newly appointed statutory auditor Batliboi & Purohit that they have discovered innumerable discrepancies in the books of account in the main under sales and purchase, GST returns, subsequent reversal of sales by the suppliers, capital advances, sundry debtors and sundry creditors, operating expenses and non availability of bank statements and other relevant documents and data for conducting the statutory audit. 
     
    The auditors have expressed their suspicion on the said transactions to be fraudulent in nature, accordingly to ascertain the true and fair statement of the affairs of the company, the board has decided to appoint an independent forensic auditor for carrying out the same over the last three financial years. 
     
    Financial Solutions who had sanctioned loan of Rs 100 crore to the company has also informed the board that an independent study conducted by them has reiterated the above findings.
     
    At this juncture, CMD Dhirendra Singh refused to continue as part of the proceedings further. This is when the rest of the board decided to take a break to reconvene at 5.30 p.m. 
     
    The new meeting continued to see Dhirendra Singh missing; Abhishek Singh Bharati Naik, Shailika Soni newly appointed Company Secretary also refused to be part of the meeting. 
     
    All this now openly contravening Companies Act and Sebi regulations. 
     
    Meeting concluded at 6.02 p.m. after the board was informed that a lender Finquest Financial Solutions had entered into a call option agreement dated 19.7.2019 with promoter Dhirendra Singh and ManPasand. 
     
    Dhirendra Singh had agreed in the agreement to irrevocably grant a call option on the call option shares 2,53,65,000 shares equivalent to 22.16 per cent of the paid up capital to sell the same in favour of Finquest Financial Solutions.
     
    Complicating the issue and clearly showing that the board is a house divided with heated arguments taking place, Dhirendra Singh on September 12, intimated the exchanges that -- we wish to clarify and affirm that the promoter does not have any intention to sell the stake held by them. 
     
    At the time of writing, the share price was at Rs 12.15.
     
    Disclaimer: Information, facts or opinions expressed in this news article are presented as sourced from IANS and do not reflect views of Moneylife and hence Moneylife is not responsible or liable for the same. As a source and news provider, IANS is responsible for accuracy, completeness, suitability and validity of any information in this article.
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    RBI reduces risk weight for consumer credit
    To ease liquidity and boost demand, the Reserve Bank of India on Thursday notified the reduction in risk weightage for consumer credit, excluding credit card receivables.
     
    The risk weight for consumer credit, including personal loans, but excluding credit card receivables was reduced from 125 per cent to 100 per cent. 
     
    The consumer credit, including personal loans and credit card receivables excluding educational loans, attracted a higher risk weight of 125 per cent or more.
     
    Effectively, the move will free up capital from the banking sector which would have been set aside while extending such loans.
     
    Last month, the RBI in "Developmental and Regulatory Policies" changes had announced: "Under the standardised approach for 'Credit Risk Management', consumer credit, including personal loans and credit card receivables attract a higher risk weight of 125 per cent or higher, if warranted by the external rating of the counterparty."
     
    "On a review, it has been decided to reduce the risk weight for consumer credit, including personal loans, but excluding credit card receivables, to 100 per cent."
     
    Disclaimer: Information, facts or opinions expressed in this news article are presented as sourced from IANS and do not reflect views of Moneylife and hence Moneylife is not responsible or liable for the same. As a source and news provider, IANS is responsible for accuracy, completeness, suitability and validity of any information in this article.
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