Kirloskar Companies to Contest SEBI’s Directive on Disclosing Family Settlement

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Image Courtesy: KOEL

Four Kirloskar Group firms—Kirloskar Ferrous Industries Ltd (KFIL), Kirloskar Industries Ltd (KIL), Kirloskar Pneumatic Company Ltd (KPCL), and Kirloskar Oil Engines Ltd (KOEL)—have announced plans to challenge SEBI’s demand for disclosing a 2009 family settlement deed. In regulatory filings, the companies stated that the deed of family settlement (DFS), signed by Kirloskar family members in their personal capacities, neither binds them nor imposes any liability or restriction on their operations.

The Securities and Exchange Board of India (SEBI), in a letter dated December 30, 2024, advised the companies to disclose the DFS under its listing obligations and disclosure requirements (LODR) regulations. However, the companies argue that the matter is sub-judice and disclosure is unwarranted.

The feud stems from a long-standing dispute among the Kirloskar siblings—Sanjay Kirloskar, Chairman and Managing Director of Kirloskar Brothers Ltd, and Atul and Rahul Kirloskar, who lead KOEL and KPCL, respectively—over the terms of the DFS regarding the division of assets of the 130-year-old Kirloskar Group. The companies contend that SEBI’s directive is flawed, citing inaccuracies and non-compliance with established principles of contract, corporate, and company law. They reiterated their position that the DFS is not binding on them and has no impact on their operations.

They further stated that SEBI’s reasoning—that the DFS indirectly creates restrictions on listed entities managed by parties to the agreement—does not justify mandatory disclosure under LODR regulations. The companies are preparing to pursue legal remedies against SEBI’s letter.

Sanjay Kirloskar had earlier filed a complaint alleging non-disclosure of the DFS. KOEL, in its response to the NSE in September 2023, described the complaint as another attempt by Sanjay to enforce the DFS for personal motives, calling it part of a publicized vendetta against other family members. The issue remains pending in civil court since 2018, with the companies maintaining that SEBI’s directive oversteps legal boundaries and interferes with ongoing litigation.