Proxy advisory firm SES has raised red flag over related-party transactions that involve a transfer of ₹100 crore from JSW Holdings to other companies held by Sajjan Jindal and a pledge on 12.5 crore shares of JSW Steel that would guarantee these loans.
At its upcoming annual general meeting, Sajjan Jindal-promoted JSW Holdings will ask minority shareholders to approve four related-party transactions that SES believes will be against the interest of the company’s public shareholders.
According to an SES report on the AGM’s agenda, the firm said: “The company is providing loans in the guise of group companies to a company owned by the promoter’s wife. SES is of the view that the company is transferring benefit to the promoters at the cost of non-controlling shareholders.”
At question is a loan of ₹25 crore to JSW Techno Projects Management and a ratification of a past loan of ₹75 crore; JSW Holdings also wants its shareholders to agree to a pledge on 12.5 crore equity shares that it holds of JSW Steel, another group company, as security for loans taken by JSW Techno Projects and other group companies.
SES argues that JSW Holdings has “failed to disclose that the borrowing company is loss-making with negative net-worth. Shareholders cannot be throwing good money after bad money purely for the benefit of promoters.”
-from Business Line