Regulations
SEBI seeks clarification on Diageo offer for United Spirits

The open offer is part of a proposed acquisition of up to 53.4% stake in United Spirits (USL) by Diageo Plc for an aggregate amount of Rs11,166.5 crore. An acquirer can go ahead with the open offer only after SEBI issues its ‘observations’ on the same

New Delhi: Market regulator Securities and Exchange Board of India (SEBI) has sought additional details from global liquor giant Diageo with regard to its Rs 5,441 crore open offer for acquiring 26% stake in UB Group firm United Spirits, reports PTI.

 

The open offer is part of a proposed acquisition of up to 53.4% stake in United Spirits (USL) by Diageo Plc for an aggregate amount of Rs11,166.5 crore.

 

As per the deal, announced on 9 November 2012, Diageo is acquiring a 27.4% stake in USL, through a combination of purchase of shares from existing promoters and a preferential allotment of share, for Rs5,725.4 crore.

 

Any acquisition of 25% or more stake in a listed company triggers a mandatory open offer for purchase of additional 26% stake from the public shareholders and the same needs to be cleared by the market regulator.

 

The proposed open offer for an additional 26% stake in USL entails purchase of about 3.8 crore shares at a price of Rs1,440 per share, totalling to Rs5,441 crore, by Relay BV, a wholly-owned subsidiary of Diageo.

 

SEBI had received the draft letter of this open offer on 29 November 2012 for purchase of 26% stake in USL, as per the information available with the regulator.

 

As per SEBI’s latest weekly update on processing status of takeover deals, the “reply is awaited from MB (Merchant Banker)” for United Spirits open offer. The clarifications were sought last week, while it could not be ascertained whether the same has been submitted to the regulator.

 

An acquirer can go ahead with the open offer only after SEBI issues its ‘observations’ on the same. JM Financial is the merchant banker for the offer.

 

USL, the country’s largest spirits company, is part of Vijay Mallya-led UB Group, whose aviation venture Kingfisher Airlines has been going through turbulent times for many months now and its licence is currently suspended.

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2012: Tumultuous year for Indian aviation

While a strike by pilots disrupted Air India operations for 58 days, Kingfisher Airlines’ engineers and pilots also struck work over non-payment of several months’ salary dues

It was not smooth sailing for the Indian aviation industry in 2012 as it saw the grounding of Kingfisher Airlines and financial trouble hitting Air India and other carriers besides a prestigious $500 million airport upgrade contract bagged by a leading Indian infra firm being terminated by the Maldives government, reports PTI.

 

To provide some succour to the ailing Indian carriers, the government came up with some pro-industry policies like allowing foreign airlines to invest in their Indian counterparts, but to no avail.

 

Even steps to check high air fares did not have the desired impact and affordable ticket prices remained a distant dream. This also led to a fall in domestic air traffic, with the passengers carried by Indian airlines dropping 2.94% between January-November compared to 2011.

 

A negative development was the ‘unilateral’ termination of the prestigious Male airport expansion and modernisation project contract awarded to major infrastructure firm GMR, by the Maldives government. The contract was awarded to the Indian company by the previous regime there in 2010.

 

The FDI liberalisation move saw no takers, though there were hopes that 2013 would witness some interested foreign airlines picking up equity in Indian carriers, some of whom were in talks on the issue.

 

Commenting on the FDI decision, IATA chief Tony Tyler said, “As long as high taxes prevail, high airport costs and high cost of operations exist, you are not going to get a lot of people to invest in airlines.”

 

While welcoming the move, he said, “Unless conditions in India are improved for the airlines, you are not going to see a flood of foreign carriers coming into the industry. Foreign capital needs a return just as anywhere else.”

 

The year also saw the government coming to the aid of Air India by promising additional equity of Rs30,231 crore in tranches between 2012 and 2021 provided the airline fulfils the tasks set out for it in a time-bound manner as per its Turnaround and Financial Restructuring Plans.

 

While a strike by pilots disrupted Air India operations for 58 days, Kingfisher Airlines’ engineers and pilots also struck work over non-payment of several months’ salary dues.

 

This led the airline to declare a lockout, grounding its entire operations. Soon thereafter, aviation regulator Directorate General of Civil Aviation (DGCA) suspended its flying permit, which in any case expires on 31st December.

 

The Vijay Mallya-owned carrier has now submitted an interim revival plan to resume limited operations from 2013.

 

But it can do so only six to eight weeks after DGCA allows it to fly again due to refresher training and medical tests of its crew.

 

The problems which led to the closure of Kingfisher Airlines cannot be seen as teething troubles or natural pains of an emerging sunrise sector but were more systemic in nature, industry sources said while referring to other carriers which suffered losses but carried on flying.

 

High taxes on jet fuel were a major concern for the entire industry which led the government to allow the carriers to directly import the item. But problems of infrastructure like storage and transportation of jet fuel to airports, which are controlled by the oil marketing firms, remained to be solved.

 

To check high fares, government decided to do away with the airport development fee being charged from passengers coming to and going out of Delhi and Mumbai airports from January and asking Airports Authority of India not to charge it at Kolkata and Chennai airports being developed by it.

 

The AAI was also asked to infuse more equity in the joint ventures operating the Delhi and Mumbai airports.

 

Air India also inducted the first few of the 27 Boeing 787 Dreamliners and put them into service in select domestic and international routes.

 

With these next-generation planes, the national carrier announced launching of new flights in its bid to expand its route network and resuming closed down domestic services, aiming to corner more passenger traffic.

 

A series of initiatives in this regard saw improvements in its passenger loads, revenues and some stemming of its losses.

 

The Indian government also decided to hive off Air India’s engineering and ground handling services into two wholly-owned subsidiaries.

 

The long-awaited integration of staff of the two erstwhile carriers (Indian Airlines and Air India) finally took shape after five years of their merger, with the implementation of the recommendations of the Justice Dharmadhikari Committee.

 

Playing a pro-active role, government also considerably opened up the air services agreements (ASAs) with other countries, allowing all Indian airlines to take advantage of it and mount more international flights.

 

The civil aviation ministry led by Rashtriya Lok Dal (RLD) chief Ajit Singh saw a new post of minister of state being created and taken over by an important Congress leader from Kerala, KC Venugopal.

 

It also witnessed a change of guards among its top officials, with senior bureaucrat EK Bharat Bhushan being shunted out of the ministry as the DGCA head. The year also saw Nasim Zaidi being replaced on his retirement as the Civil Aviation Secretary by KN Shrivastava.

 

India, along with major countries like the US, Russia and China, launched a united opposition to the European Union's move to impose a carbon tax by including aviation in its Emissions Trading System (EU-ETS). Global efforts under the International Civil Aviation Organisation are now on to work out a resolution of the issue.

 

The ministry was working on a legislation to create the Civil Aviation Authority, with financial and administrative autonomy, to replace DGCA. It was also in the process of creating a separate Aviation Security Force.

 

Though a series of statements were made regarding promoting of air connectivity to Tier-II and Tier-III cities and creation of airport and other aviation infrastructure there, concrete measures on the ground are still to be taken.

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COMMENTS

Shashikant Koppikar

4 years ago

The coverage suffers from inadequacy both in its width and depth. The major flaw being the absence of any mention of continued paralysis in finalising the Aviation Policy and several follow up measures that have been pending for years now. Even after allowing for the fact that it was an overview, major lacunae should not have been overlooked or covered so lightly.
The point regarding systemic failures should be followed up with far greater seriousness than it has been, not only here but in the media as a whole. Let the media-- print as well as electronic, show greater awareness of the problems of transportation sector in general and of the aviation sector in particular. An introspective check by them would show how badly they have fared in covering a vital infrastructure sector.
By the way, without going into the merits of the case, is cancellation of GMR's Male contract a problem pertaining to Indian aviation?

Judicial reforms flavour of 2012

In March 2012, the Lok Sabha passed an ambitious bill to lay judicial standards but despite two sessions of Parliament the bill could not be brought in the Rajya Sabha

Judicial reforms were the flavour of the year in India as the government focused its efforts on bringing a bill on judicial accountability and kept up its plans to change the present system of appointment of judges where the executive has little say, reports PTI.

 

In March, the Lok Sabha passed an ambitious bill to lay judicial standards but despite two sessions of Parliament the bill could not be brought in the Rajya Sabha.

 

Besides concentrating its energies on the bill on judicial standards and accountability this year, the government also reiterated its plans to change the present mechanism of appointment of senior judges by a collegium of judges.

 

The year also saw a change of guard in the law ministry with Ashwani Kumar taking over as the new minister from Salman Khurshid, who was made the external affairs minister. Kumar is the third law minister in the UPA II government, with the first M Veerappa Moily now heading the petroleum ministry.

 

The Judicial Standards and Accountability Bill was passed in the Lok Sabha during the Budget session amid din over the Telangana issue.

 

Following stiff opposition by eminent jurists and the higher judiciary, government had agreed to have a relook at a controversial clause which debars judges from making verbal comments against any constitutional authority in open courts. But the government decided to retain the clause.

 

A meeting of the Union Cabinet, chaired by prime minister Manmohan Singh in December 2012 approved amendments to the bill.

 

While deciding to retain the controversial clause, it has made some changes in it to ensure it “stands the test of Article 14 which deals with equality before law”.

 

The earlier clause prohibited judges from making “unwarranted comments against conduct of any constitutional or statutory authority or statutory bodies or statutory institutions or any chairperson or member or officer thereof, or on the matters which are pending or likely to arise for judicial determination”.

 

The amended clause debars judges from making unwarranted comments against conduct of any “constitutional body and other persons”.

 

The measure allows citizens to complain against corrupt judges but has been facing criticism for the provision which jurists say would “virtually gag” the judges in open courts.

 

The bill, with fresh amendments, is now likely to come up during the Budget session next year.

 

In his first official press conference last month, Kumar said the government is working on a proposal to change the present mechanism of appointment of judges by a collegium of judges.

 

He said there was a “large political consensus” to put in place the alternative mechanism.

 

Under the present collegium system, the executive has no say in appointments of judges of the Supreme Court and the high courts as the recommendations of the collegium are final and binding on the government.

 

The last effort to replace the collegium system in 2003 could not succeed. The then NDA government introduced a Constitution Amendment Bill, but the Lok Sabha was dissolved when the bill was before a Standing Committee.

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COMMENTS

NSriramamurty

4 years ago

Time Limits fixing is paramount importance.A False Complaint on my Son in Criminal Court Judje has taken one year for the complaint to be closed after police enquiry,in addition to spendind around Rs.One Lakh by us for it. It Took so much time,as there are no time limits only because of non-existanat of time limits for PP's noting his observations to Judje after receiving Police enquiry report receipt,police enquiry time limit,etc.Everybody keeps the Paper pending with him ,anticipating both rival Parties to Approah them with Bribes.Not Prescribing Time Limits at every Stage,-is the reason for increasing Corruption.

Vaibhav Dhoka

4 years ago

The aberration in society as seen today is mainly due to failure of JUSTICE system.With protesters demand reforms in judiciary is MUST and be given precedence in reforms due without any political interference.The need is not only in CRIMINAL justice the need of hour is overhaul justice system for time bound disposal of cases, transparency and accountability of judiciary, misuse of contempt of court be freshly defined.The first thing is accountability be given priority.Secondly judicial corruption be dealt as corruption in any other department. Mr H K Dua about judicial accountability and transparency about Article 124 and 217 of Indian constitution three weeks back in Rajya Sabha.
The need of time to overhaul JUDICIAL SYSTEM and not only CRIMINAL JUDICIAL SYSTEM is that today's civil litigation gives rise to crime due to unending delay in dispensation of JUSTICE.Public should understand and should have faith in court verdicts,which has been vanished last three decades.The courts should be harsh on law breakers.But today judiciary is seen as to settle score in warring parties.
Today's need is reform in judiciary for better society.

njraj

4 years ago

The Judicial Standard and Accountability Bill did not address the real issue of time bound disposal of cases, transparency and accountability of judiciary, misuse of contempt of court, discretionary power, clearing backlog of pending cases, right to record in any form judicial function including audio, video, digital format, rights of litigants in getting timebound justice, accessibility and affordability of justice to common man, witness protection, upgradation of technology and techniques in judiciary, simplifying judicial proceedings, court function and repeal and abolish of antiquated laws, make laws simple easy to understand to lay man and quick justice are some of the reform expected from judicial reform. But these issues never addressed. The judges making open criticism in the open court against politician or govt. are the govt. important priority and bring judiciary under govt. control which is very bad and threat to democracy. Moneylife Foundation take up this issue in right spirit and like UID issue, this issue will be addressed in many part of series of investigative articles.

njraj

4 years ago

The Judicial Standard and Accountability Bill did not address the real issue of time bound disposal of cases, transparency and accountability of judiciary, misuse of contempt of court, discretionary power, clearing backlog of pending cases, right to record in any form judicial function including audio, video, digital format, rights of litigants in getting timebound justice, accessibility and affordability of justice to common man, witness protection, upgradation of technology and techniques in judiciary, simplifying judicial proceedings, court function and repeal and abolish of antiquated laws, make laws simple easy to understand to lay man and quick justice are some of the reform expected from judicial reform. But these issues never addressed. The judges making open criticism in the open court against politician or govt. are the govt. important priority and bring judiciary under govt. control which is very bad and threat to democracy. Moneylife Foundation take up this issue in right spirit and like UID issue, this issue will be addressed in many part of series of investigative articles.

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