JAKARTA (TheInsiderStories) – Indonesian food producer, PT Tiga Pilar Sejahtera Food Tbk (IDX: AISA), also known TPS Food, holding extraordinary shareholders meeting without board of directors presence on Monday (22/10). The meeting held amid internal conflict between the board commissioners and boar of directors.
Spat between TPS Food board of commissioners and board of directors has ongoing for more than four months.
In the meeting, the shareholders appointed Hengky Koestanto as the new President Director replacing Joko Mogoginta. According to the Corporate Secretary Michael H. Hadylaya, Koestanto was previously the commissioner of the AISA-coded company.
Historically, Koestanto’s grandfather was one of the founders of the company. “So from the historical point of view, capability and integrity, I think the three things were fulfilled from Mr. Henky,” he added.
Hadylaya reported, the shareholders also did not protest or refute. In other words, the shareholders approved the composition of this new board of directors.
Previously, AISA’s directors from Mogoginta’s camp said they would not attend the EGM. They also stated, the EGMS today was invalid and not in accordance with the provisions of the Financial Services Authority (FSA).
Responding to that, Hadylaya affirmed, the EGM was legal and all decisions at the meeting were valid, because they were in accordance with the provisions in force.
“We are legitimate, we hold this in accordance with AISA’s articles of association and FSA’s letter. What we do according to the law applies, as we know the highest forum in the company is the GMS. Let’s respect the shareholders,” he stated.
On Oct. 19, the old management said that the company’s directors and commissioners had received a letter from the FSA number 223/PPM.2/2018. The letter contains the matter of holding the EGM must be subject to the Provisions on Limited Liability Company Law No. 40 of 2007 and FSA Regulation (POJK) number 04/2014.
So, the board of directors of Mogoginta’s camp asked the board of commissioners to cancel the today’s EGM planned. He also appealed to the company’s shareholders, notaries, administrative bureaus, securities, and invitations to not attend the EGM cause they were considered illegal and violated the law.
But, TPS Food‘s commissioners chose to not acknowledge. They considered directors’ seats are empty and has been taken over. Whilst board of directors claimed to still have responsibility in managing the company.
While, the directors threatened to report to FSA and Human Rights and Legal ministry, if the shareholders meeting still held. According to them, the meeting is rated with legal disability because based on law, only directors that have rights to represent company inside and outside court.
Considered still having control of the company, Board of Directors planned to solve the financial problem, and getting new investors, which is unacceptable, pursuant to commissioners.
Since the case of the rice product with Manyuss branded, TPS Food experienced financial problems and made the company fail to pay its obligations. On July 6, its two bondholders PT Sinarmas Aset Management (SAM) and PT Asuransi Jiwa Sinarmas (AJM) MSIG submitted Request for Suspension of Debt Payment Obligations to Central Jakarta Commercial Court.
The lawsuit’s effort was filed to collect the 2013 TPS Food I Bond’s paying interest. SAM holds TPS Food’s bonds worth Rp21.15 billion (US$1.45 million), and TPS Food Sukuk Ijarah worth Rp296 billion. While AJJ MSIG has 2013 Food I TPS Bonds worth Rp100 billion, and 2013 TPS Food II Sukuk Ijarah worth Rp200 billion.
Both types of securities will actually mature due to principal repayment on April 5, 2019. Where interest payments will be paid each semester from January 5, 2018.
In the bondholders meeting on April 16, TPS Food requested a postponement of payment. However, the company still did not fulfill its obligations. Therefore, the two bondholders proposal of the bankruptcy lawsuit.
“The company is trying to restructure the 2013 TPS Food ijarah bonds and Sukuk,” wrote Mogoginta to the Indonesia Stock Exchange (IDX), on July 5. Since then, the IDX has temporarily suspended the trading of TPS Food shares.