Kerala HC grants bail to two Italian marines

The High Court said the two accused should execute a bond for Rs1 crore each besides two Indian sureties for the like amount

Kochi: In a respite for the two Italian marines charged with shooting down of two Indian fishermen, the Kerala High Court on Wednesday granted them bail with stringent conditions, reports PTI.

The court order comes a day after it turned down Italy's plea for quashing an first information report (FIR) against the marines, Latore Massimilliano and Salvatore Girone, holding that they were liable to penal jurisdiction of Indian courts.

Granting them bail, Justice NK Balakrishnan said the two accused should execute a bond for Rs1 crore each besides two Indian sureties for the like amount.

After release from jail, they shall stay in a building within a distance of 10km from the office of the Kochi city Police Commissioner, appear before the Commissioner on all days between 10am and 11am and as and when required.

The marines should also furnish their mobile numbers if any, the court said, adding, they should not leave the territorial limits of the Commissioner's office.

The two sureties should also not leave the state. The magistrate shall ensure the identity of the sureties by insisting on production of photo identity card, the Court said.

The marines were also asked to surrender their passport before the Kollam Magistrate Court.

Justice Balakrishnan made it clear that the accused should be released on bail on production of valid travel document, visa having been endorsed by a foreign registration officer.

The government has been directed to ensure abundant caution and inform the seaport or other authorities to prevent the accused from leaving the country.

The marines, who were arrested from the merchant vessel 'Enrica Lexie' on February 19 last from which they fired at the fishermen off Kerala coast on 15th February, are at present lodged at the Borstal prison here.


Mahindra & Mahindra Q4 net profit up 44% to Rs874.48 crore

M&M's net sales increased to Rs9,241.28 crore in fourth quarter from Rs6,633.84 crore, same period last year

New Delhi: Mahindra & Mahindra (M&M), India's largest utility vehicle maker, on Wednesday reported 44.2% increase in its fourth quarter net profit to Rs874.48 crore, reports PTI.

The company had posted net profit of Rs606.54 crore for the corresponding period previous fiscal, M&M said in a filing to BSE.

Net sales of the company increased to Rs9,241.28 crore for the quarter ended March 2012 as against Rs6,633.84 crore for the same quarter year ago.

Consolidated net profit of the company for the full year stood at Rs3,126.66 crore for as against Rs3,079.73 crore for the same period previous fiscal. The company's net sales for FY12 rose to Rs58,241.40 crore from Rs36,009.65 crore for FY11.

Shares of Mahindra & Mahindra were today trading at Rs 658.95 in the afternoon trade on BSE, up 0.41 per cent from its previous close.


Escorts’ restructuring detrimental for minority shareholders, says InGovern

The Nandas, promoter family of Escorts, hold a 31.7% control of voting with only 12.43% of shareholding in the company and yet after the merger their controlling stake has gone up to 41.1%

In yet another example of poor corporate governance, the Nanda family-promoted Escorts increased its voting control to 41.1% from 31.7% through a complicated cross-ownership amalgamation and merger proposal. Bengaluru-based InGovern Research Services that provides proxy voting advisory, which advised the shareholders to vote against the merger proposals put forth by promoters of Escorts, says the scheme passed on 29th May is detrimental for minority shareholders.

“Since, the voting pattern has not been revealed by Escorts, it is not easy to know who supported and who opposed the scheme. It would only be possible to figure out how mutual funds voted when they report the votes at the year end," InGovern said in a report on Escorts’ scheme of arrangement and amalgamation.

(Image- InGovern Research Services)

“The complex proposal placed in front of shareholders seems to be to increase the promoters’ shareholding and is detrimental to the interests of minority shareholders. Such amalgamations should be a matter for concern by institutional shareholders and regulators as value of minority shareholders is destroyed overnight and promoters justify it by saying that it simplifies shareholding structure and enhances wealth of all shareholders,” it added. 

In a court-convened meeting held on 20th May, Escorts sought shareholders approval for the arrangement and merger between Escotrac Finance & Investments Pvt Ltd (ESCOTRAC), Escorts Finance Investments & Leasing Pvt Ltd (EFILL) and Escorts Construction Equipment Ltd (ECEL) with itself.

According to a filing by Escorts to the Bombay Stock Exchange (BSE), EFILL and ESCOTRAC are part of the promoter group and not persons acting in concert. Escorts holds 49.81% each in both EFILL and ESCOTRAC, thus making both the entities its associate companies. Both EFILL and ESCOTRAC hold 6.5% and 12.83% stake in Escorts, which when clubbed together with the stake of Nanda family (12.43%), takes the promoter and promoter group shareholding and thus voting rights of 31.76% in Escorts. 

“EFILL and ESCOTRAC are classified as joint ventures even though Escorts holds 99.62% in each either directly or indirectly. Hence, they should be classified as subsidiaries. EFILL and Escotrac hold a total of 19.33% in Escorts, which tantamount to violation of Section 42 of the Companies Act 1956,” InGovern said.

According to Section 42 of the Companies Act, 1956, “a body corporate cannot be a member of a company which is its holding company and any allotment or transfer of shares in a company to its subsidiary shall be void”. However, by keeping their stake in both EFILL and ESCOTRAC below the 50% threshold, Escorts and the Nanda family, are allowing these units to have voting rights in the parent.

Here is the analysis of Escorts’ scheme from InGovern...

1. The amalgamation of ECEL should result in treasury shares. Escotrac’s (12.83%) and EFILL’s (6.5%) holdings in Escorts are just convoluted holdings and when amalgamated shouldn’t result in any increase in promoter shareholding.

2. However, it is only through a convoluted structure, cross-holdings and unclear valuations, the promoter holding is increasing from 27.67% to 37.68% due to the above amalgamation of a wholly-owned subsidiary and the two joint ventures (which are actually subsidiaries!).

3. Valuation multiple for ECEL is far higher than the valuation multiple of Escorts itself, thus enhancing the value controlled by Escorts promoters and the trusts by over Rs69 crore. 

4. Creation of treasury shares through trusts leads to lack of transparency and dilution of minority interest. 

5. No disclosure of the valuations or rationale used to arrive at the swap ratios.

6. The above transaction leads to a 13.83% dilution for existing non-promoter shareholders.

7. The company should have gone for a merger wherein ECEL shares are extinguished and only the 0.38% other shareholders of EFILL and Escotrac, where issued shares of EL. In such a case, EL would have derived the benefit of simplification of shareholding structure and the existing non promoter shareholders of EL would have suffered negligible dilution.

8. The promoters and management argument that the trusts are not in their control is untenable and voting control still continues to rest with them.

9. The role of independent directors is questionable. They haven’t done justice to protect the interests of all shareholders. 

Earlier, while refuting similar concerns raised by Institutional Investor Advisory Services Ltd (IiAS), Nikhil Nanda, joint managing director, Escorts, told the Times of India that neither he nor any member of the Nanda family will have any representation on the trust that will house the treasury stocks which come in as part of the merger of the three companies into Escorts. "This merger will add at least Rs1,000 crore to the top line and will strengthen our balance sheet and profit and loss statement," he had said.

(Image- InGovern Research Services)

InGovern also asked shareholders to raise concern for attaching the latest financial statements of the amalgamating companies along with the valuation report by an independent valuer with the notice of scheme.

As on March 2012, Escorts has Dr PS Pritam, Dr MGK Menon, Dr SA Dave and SC Bhargava as independent directors. Dr Dave is the chairman of Centre for Monitoring Indian Economy (CMIE) and also former chairman of SEBI and UTI. 

The proxy voting advisory firm also questioned the role of independent directors of Escorts—which includes many eminent people, including an ex-chairman of SEBI. It said, they (independent directors) should not blindly act in the interest of promoters. 





5 years ago

independent director as a concep i think is good. its the implementation in its true spirit that is lacking. make a few of them examples like in the escorts case or even KFA where the whole board should be behind bars, and you will see the independent director's post will become truely independent.india has enough laws. start implementing them soon.

R Balakrishnan

5 years ago

This clearly demonstrates that "Independent" directors are a joke. Cronyism at its best is in evidence here. Frankly, what is surprising is the names of institutional investors who have thrown away investor money in to this company. The best they should be doing is to vote with their feet.

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