Thread by @gurjota

More than 2 days after the COO/Co-Founder resignation, #Zomato has not deemed it material enough to be disclosed to exchanges

This is beyond ridiculous that a 1 lakh+ crore mcap company hides behind some technicalities 👇🏻

Pathetic corporate governance standards!

businesstoday.in/latest/corpora…

#Zomato has confirmed today they're just hiding behind the "KMP" technicality and not disclosing material info such as ex-COO / CoFounder resignation to the public shareholders.

So I dug through their IPO prospectus and I'm pretty amazed by what I found. Read on... (1/n)

As per SEBI Issue of Capital and Disclosure Requirements (ICDR) - Sec 2(1)(bb)

Key Managerial Personnel (KMP) is defined as

”the officers or personnel of the issuer who are members of its core management team (excluding board of directors) and "

continued below

(2/n)

"includes members of the management one level below the executive directors of the issuer, functional heads and ‘key managerial personnel’ as defined under the Companies Act, 2013 or any other person whom the issuer may declare as a key managerial personnel"

(3/n)

However #Zomato strangely seems to have 2 definitions of KMP. One as per SEBI ICDR and another one

KMP - Key Management Personnel

So on page 207 of the IPO prospectus, they've mentioned Gaurav Gupta as one of the Key Managerial Personnel in line with SEBI ICDR

(4/n)

On page 105 of the prospectus, they've mentioned their own version of KMP - Key Management Personnel and disclosed Gaurav Gupta being granted 1.42 cr ESOPs (0.2% of total #Zomato shares)

And on page 290 they mention same KMP excluding Gaurav Gupta.

(5/n)

On page 208, they've mentioned changes in the designation of the KMP (as per SEBI ICDR) which includes changes in Gaurav's designation as well over the past 2 years.

His designation was changed from Co-Founder and Head of Supply to just Head of Supply.

(6/n)

All this leaves me with a number of questions for the management

1. Why is Gaurav Gupta designated as KMP in prospectus (SEBI ICDR) if he's not a KMP?

2. Is he an ex-KMP? If yes, isn't his resignation material enough to be disclosed?

(7/n)

3. Why does Zomato have 2 variations of KMP (Managerial / Management) in the prospectus?

4. Is a person resigning with ESOPs grant of 0.2% of company not material enough?

Personally, I find all this to be a very poor example of corporate governance by #Zomato

<end of thread>

Link to IPO prospectus shared on Zomato's website for anyone interested to verify the info:

b.zmtcdn.com/data/file_asse…