Companies & Sectors
United Spirits: Minority shareholders reject 9 special resolutions related with Mallya

Out of the 12 special resolutions, shareholders rejected nine resolutions connected with entities related with USL chairman Vijay Mallya


Minority shareholders of United Spirits Ltd (USL) defeated a majority of the special resolutions during the company's extraordinary general meeting on 28th November at Bengaluru. This is seen as a major setback to the integration between the company and its new owner Diageo Plc. Out of the 12 special resolutions, shareholders rejected nine resolutions connected with entities related with USL chairman Vijay Mallya.


In a regulatory filing, USL said, a key resolution regarding approval of a loan agreement between USL and UB Holdings Ltd has not been approved by the shareholders. Another resolution regarding sale of immovable properties to USL by UB Holdings also did not find favour with the shareholders. These resolutions required approval from at least 75% of shareholders. During the voting, only 127 public shareholders participated, suggesting that institutions had a major role to play in the defeat of the majority of the resolutions.


The company said, due to Securities and Exchange Board of India (SEBI), regulation for prohibiting related entities to participate in the voting, USL promoters did not participate in the process. This includes Relay BV, which owns 54.78% stake, United Breweries Holdings, Kingfisher Finvest India, and others who together hold 4.09% in USL.


UB Holdings, Kingfisher Finvest India, Devi Investments, Rossi and Associates and Vittal Investments, however, exercised their votes in favour of the resolutions at item no 2 related to approval of sales promotion agreement between USL and Diageo and item no 11 related to approval of properties call agreement between USL and PE Data Centre Resources Ltd. The filing said the scrutiniser has invalidated the votes by these entities. It also said the company will investigate the validity of the votes exercised by these entities.


Resolutions passed by USL shareholders include erosion of net worth of the company, sales promotion agreement and trademark licence agreement.


Resolutions that were rejected by the shareholders are:


3. Loan agreement between the company and UBHL (voted against: 44.12%).


5. Agreement between the company and UBHL to sell to the company certain immovable properties (27.12%).


6. Agreement with Kingfisher Fiinvest India. (77.17%).


7. Advertising agreement with Watson Ltd. (58.78%).


8. Sponsorship agreement between the company and United Racing & Bloodstock Breeders. (58.25%).


9. Sponsorship between the company and United Mohan Bagan Football team (32.69%)


10. Aircraft services between the company and UB Air Pvt Ltd. (77.53%)


11. Properties call agreement between the company and PE Data Centre Resources (75.52%).


12. Contribution agreement between the company and Vittal Mallya Scientific Research Foundation. (47.48%).


SEBI allows 123 alternative funds-AIFs to operate

SEBI have 123 funds registered as AIFs. Of these, around 34 entities got the market regulator's approval to operate so far this year, 67 in 2013 and the remaining 22 in 2011


Market regulator Securities and Exchange Board of India (SEBI) has allowed as many as 123 entities to set up alternative investment funds (AIFs), the newly created class of pooled-in investment vehicles for real estate, private equity and hedge funds, in less than two and half-years.


Since July 2012, SEBI have 123 AIFs have been registered with it.


Of these, around 34 entities got the market regulator's approval to operate so far this year (January-November), 67 in 2013 and the remaining 22 in 2011.


The AIFs that have registered with SEBI in November are Religare Dynamic Trust, Indus Way Emerging Market Fund and Carpediem Capital Partners Fund.


Singular India Opportunities Trust was registered in October.


The regulator had notified in May 2012, the guidelines for this new class of market intermediaries. AIFs are basically funds established or incorporated in India for the purpose of pooling in capital from Indian and foreign investors for investing as per a pre-decided policy.


Under SEBI guidelines, AIFs can operate broadly in three categories. The SEBI rules apply to all AIFs, including those operating as private equity funds, real estate funds and hedge funds, among others.


The Category-I AIFs are those funds that get incentives from the government, SEBI or other regulators and include Social Venture Funds, Infrastructure Funds, Venture Capital Funds and SME Funds.


The Category-III, AIFs are those trading with a view to making short-term returns and it includes hedge funds, among others.


The Category-II AIFs can invest anywhere in any combination but are prohibited from raising debt, except for meeting their day-to-day operational requirements. These AIFs include private equity funds, debt funds or fund of funds, as also all others falling outside the ambit of above two other categories.


What You Should Know about the 'THRIVE Experience'

Getting paid to live the "Ultra Premium" life sure sounds nice it's but probably not attainable for most


Get paid to live the “Ultra Premium” life.

That’s how Le-Vel sells the THRIVE experience, an 8-week “premium lifestyle transformation plan” that incorporates a regimen of pills, shakes, and body patches to achieve “peak physical and mental levels.”

(A screenshot taken from one of the videos.)

Just pitch the product to others and take it yourself, and the company says you can be on your way to earning more than $1,000 in your first two weeks, $800 toward a monthly car payment, as well as “lifestyle getaways” to places like Las Vegas, Napa Valley and the Caribbean (ooh la la).

In one promotional video, money literally rains down on the product’s name. In another, glowing over-the-top testimonials abound, including one woman who says she “shrunk 13-and-a-half inches” in three weeks using the products. And on the product’s website, there is euphoriant praise. Writes one Patricia Crouse:

Well this morning I woke up feeling wonderful. Something I haven’t felt in about 15 yrs. I took my last sample of “Thrive” and went singing to to (sic) Dr’s office to have my BP checked. … My BP had not lowered but I was in such a good mood the nurse and I didn’t care.

One of the promotional videos claims that, “Everyone that experiences THRIVE raves about it.” But consumers should consider the very real possibility that the same people raving are the same people selling. (That is, after all, how you make the big bucks and end up in the tropics.) This, even though Le-Vel says it’s in no way doling out medical advice. States a disclaimer on the company’s policies, terms and conditions page:

Any personal testimonies and opinions relating to Le-Vel Brands LLC and are not considered as medical advice and should not be taken as such. The Le-Vel product line is not intended to diagnose, cure, prevent or treat any illness, disease or injury.

Presumably, Le-Vel runs such a disclaimer so that when THRIVE fails to deliver what thousands of testimonials (the company’s estimate) say it will, Le-Vel won’t be liable.


There’s a similar disclaimer regarding the advertised earnings and financial incentives (emphasis added):

The earnings of Le-Vel Brand Promoters relating to Le-Vel Brands LLC and are not necessarily a representation of the income, if any, that a Le-Vel Brand Promoter can or will earn through his or her participation in the Le-Vel Compensation Plan. Any figures should not be considered as guarantees or projections of your actual earnings of profits.

Clearly not as sexy as the images of jet skis, luxury cars and tropical waters that we see in the videos. But the bottom line here is that you have to put in a lot of legwork and potentially a lot of money (the THRIVE packages range from $100 to $300) to net a profit.

For instance, to qualify for the $1,000 in the first two weeks, you’d have to get four people to sign up for auto-ship deliveries and four more to enroll as fellow promoters whose packages need to total at least 1600QV (QV stands for “qualified volume” and although the website does not make clear what that means, suffice to say it’s a lot).

It’s also worth the tenuous agreement Le-Vel has with its so-called “promoters.”


According to the company’s policy on unauthorized returns:

Should a Brand Promoter refuse delivery of any Le-Vel shipment or request to return any previously purchased product for a refund, such request will be deemed as a voluntary resignation.

Ouch. So upon closer inspection, there’s no guarantee that the product will work or that you’ll make even the slightest bit of money. In fact, you may end up saddled with the costs of products you’re not allowed to return if you want to remain in the game, as the last policy pointed out.

When earning your fortune depends on constant recruitment, you may find yourself entangled in a possible pyramid scheme. Know the red flags.



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