Vedanta flouts rules, bulldoze delisting proposal: Is the regulator watching?

June 08 2020

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Covid-19 has thrown up new challenges in every walk of life and one is seeing various stakeholders reacting to the need of the hour in different manners. Even regulators have become bold and taken innovative steps which need to be appreciated. However, one is finding that taking advantage of the situation some promoters have begun to take regulation by the scruff of the neck and do things as they please and curtail legitimate rights of public shareholders, particularly the small shareholder who falls in the under Rs 2 lakh paid up share capital. Even within that bracket in the typically 1-500 shares category.

Vedanta Limited promoted by Anil Agarwal decided to delist the company and buyout the remaining public shareholders at a price of Rs 87.50 which was at a premium to the market price of Rs 79.60 on May 11. It's a separate issue that the book value of the share was significantly higher at Rs 208.55. The promoter wanted to buy his own shares at a significant discount to the book value. How would he be different from the so-called Chinese investors who were looking at bargain hinting in the pandemic hit global markets.

Anyway on May 12, 2020, the promoter wrote to the company and the company secretary informed BSE at 20.19 hrs that the promoter wishes to delist the company and a meeting of the board of directors would be held on May 18, to consider the voluntary delisting of the shares. It also mentioned that the board would take on record the due diligence report of the merchant banker appointed for the purpose of delisting. The proposed price at which delisting was Rs 87.50 per share.

The very next day on May 13, the company secretary informed the exchange by notice at 10.19 p.m. that SBI Capital Markets Limited has been appointed as merchant banker for the delisting proposal. He was appointed by whom is not mentioned. This is normally an activity which is supposed to be done by the board of directors. Did the company cut corners, and do so on their own expecting that in pandemic time nobody would notice? Was the regulators consent taken for changing this procedure or the company/promoter felt lets do it then we will see.

In a separate notice to the exchanges on May 14, the company informed that by way of circular resolution the board of directors of its subsidiary Hindustan Zinc had approved the payment of dividend.

On May 18, the company had the board meeting and duly approved the due diligence report of the merchant banker and began the process of voluntary delisting of the company's shares. The notice brings out a glaring anomaly in the price proposed for delisting which was arbitrarily reduced from Rs 87.50 to Rs 87.25. One wonders what is happening in the company and do they think that the law, regulator is blind and they can do exactly as they please. First Rs 87.50 and now Rs 87.25. Is someone looking at how a promoter is steam rolling things. Apparently, there is a mistake somewhere. Its not a question of 25 paisa but the attitude. The right way would be to inform that the price proposed is X not Y and not just change it without intimation in the next communication. The attitude of the promoter and the way they ride over compliance as if they are not accountable to just about anybody is shocking.

Look at the case of another company where the promoter proposed to voluntarily delist the companies shares and the event of things. The company in question is Adani Power Limited. The company informed the exchange on May 29, that the board would meet on 3rd of June to consider the delisting proposal and appoint a merchant banker for the due diligence of the same.

In the board meeting of June 3, they appointed the merchant banker and would take matters further once his report is submitted.

The share price in the meanwhile has moved to Rs 105 from just under Rs 80.

From the above sequence of events two things are very clear, that if the law says the appointment of the merchant banker for due diligence is to be done by the board of directors, how was the appointment done. Who did it and on what basis? Is there no law and are the regulators whether they be the stock exchanges as SRO's and SEBI silent on this entire issue? The track record of Anil Agarwal is well known in the capital markets and it is not the first time that he has taken minority shareholders for a ride. He is the same promoter who had sent cheques to shareholders for their shares and if you deposited the same it was taken that you agreed to surrender your shares. This was the first time ever that something like this was done and then SEBI stepped in. The process of ballot is on and the regulator must step in to protect this blatant violation of laws and regulation in the name of pandemic.

(Arun Kejriwal is the founder of Kejriwal Research and Investment Services. The views expressed are personal.)

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