Professional Documents
Culture Documents
FINC/176
1
VL dealt in zinc, lead, silver, copper, iron ore, steel, and power generation. The company had
operations in Australia, India, Namibia, and South Africa. In 2020, it was one of the leading oil
and gas, and metal companies in the world. By 2020, the company was contributing about 1% of
the Indian GDP.5
FINANCIAL POSITION OF VL
On June 6, 2020, VL announced its financial results for the fourth quarter of the financial year6
2020 (Q4FY20). It reported a fall in revenue from Rs. 230.92 billion in Q4FY19 to Rs. 195.13
billion in Q4FY20. VL reported a net loss of Rs. 120.83 billion in Q4FY20 compared to a Rs.
26.65 billion profit in the previous quarter (Q3FY20) and a Rs. 32.18 billion profit in the same
quarter of the previous year (Q4FY19).7
Similarly, VL’s full year revenue also fell from Rs. 909.01 billion in FY19 to Rs. 835.45 billion in
FY20. The revenue was affected due to various reasons such as lower commodity prices, the
COVID-19 pandemic, and lower output in various businesses. At the end of FY20, the company’s
book value was Rs. 146.87 per share.8
The company reported a net loss of Rs. 47.44 billion in FY20 compared to a net profit of Rs. 96.98
billion in FY19. The losses had gone up because of an exceptional loss of Rs. 173.86 billion due to
write-offs and impairment charges related to property, plant, and equipment pertaining to various
businesses (Refer to Exhibit II for details of exceptional items).9 Sunil Duggal, Chief Executive
Officer, VL, said, “The Covid pandemic has hit the world and us in the last quarter of the year.
We have taken a pro-active approach to keep our assets and people safe while ensuring optimum
operations during these difficult times.”10
In FY20, VL had generated Rs. 192.98 billion net cash from its operations as compared to Rs.
237.54 billion cash generated the previous year. The company had Rs. 52.11 billion cash and cash
equivalents at the end of FY20 as compared to Rs. 73.85 billion cash in FY19. VL’s borrowing
had increased from Rs. 347.21 billion in FY19 to Rs. 367.24 billion in FY20.
In May 2020, VRL started the process of delisting in the Indian subsidiary VL. VRL held 52.34%
of the total issued and paid-up equity share capital of VL while the remaining 47.66% stake was
5
www.vedantaresources.com, (Accessed on November 5, 2020).
6
VL’s financial year starts from April 1 and ends on March 31 of the following year.
7
“Report on the Audit of the Consolidated Financial Results,” www.vedantalimited.com, June 6, 2020.
8
“Vedanta Slashes Book Value Ahead of Delisting,” https://economictimes.indiatimes.com, September 4, 2020.
9
“Report on the Audit of the Consolidated Financial Results,” www.vedantalimited.com, June 6, 2020.
10
Tanya Thomas, “Vedanta Reports Massive Q4 loss as it Attempts to take Company Private,”
www.livemint.com, June 7, 2020.
2
held by public shareholders, including the employee benefit trust (Refer to Exhibit IV for
Shareholding Pattern of VL).11
On May 12, 2020, VRL requested the board of VL to consider and accept its proposal for delisting
of VL as per the delisting regulations of the Securities and Exchange Board of India12 (SEBI) and
take the required action. The indicative offer price for the bidding process was set at Rs. 87.50 per
share. The objective of the delisting was to provide operational and financial flexibility to the
Vedanta Group13, simplify the corporate structure of the group, speed up the debt reduction
program in the medium term, and help shareholders of VL to encash their shares in the volatile
market conditions.14
On May 18, 2020, VRL set the floor price for the delisting proposal at Rs. 87.25. The price was
certified by Price Waterhouse & Co LLP15.16 VRL said the price had been determined as per the
delisting regulations of SEBI.
On the same day, the board of VL met, and in an 85-minute meeting, the board members reviewed
the due diligence report prepared by SBI Capital Markets Limited17, approved the delisting proposal,
allowed the company to get the approval of the shareholders of the company, and discussed and
approved the postal ballot notice.18 Industry experts stated that normally it took some time for the
postal ballot notice date to be issued after the board approved the delisting proposal.
Then in June 2020, the shareholders of VL approved a special resolution of the delisting proposal
by postal ballot and e-voting (Refer to Exhibit V for the schedule of activities related to the
process of delisting). On September 2, 2020, VRL reduced the book value of VL to Rs. 89.38 per
share (Refer to Exhibit VI for the book value of VL in different financial years). In the
announcement, the company mentioned that it had come up with the new book value for VL by
dividing the net worth of VL, included surplus and reserves also by the total number of
outstanding equity shares of VL.19 On September 28, 2020, stock exchanges20 gave in-principle
approval for the delisting offer. On September 29, 2020, the company came up with the public
announcement for a delisting offer.
Then as per the delisting regulation, the delisting process went through the Reverse Book
Building21 (RBB) process (Refer to Exhibit VII for flow chart of delisting process). The RBB
process was facilitated by the Bombay Stock Exchange Ltd. (BSE) through an online bidding
system in which shareholders sent their bids through brokers. This process started on October 5,
2020, to end after five days i.e., on October 9, 2020. The delisting price was eventually decided
after the closure of bidding.
11
“Letter of Offer,” www.vedantalimited.com, October 1, 2020.
12
Securities and Exchange Board of India (SEBI) is the stock and commodity market regulator in India.
13
VRL is a holding company of Vedanta Group.
14
“Letter of Offer,” www.vedantalimited.com, October 1, 2020.
15
Price Waterhouse & Co LLP is a Limited Liability Partnership firm involved in advisory services. It was
incorporated in April 2014.
16
“FAQS on the Proposed Delisting of Vedanta Limited,” www.vedantalimited.com, (Accessed on
November 20, 2020).
17
SBI Capital Markets Limited is investment banker in based in Mumbai, India.
18
“Proxy Advisory Report Vedanta Ltd,” https://portal.sesgovernance.com, June 5, 2020.
19
“Vedanta Resources Discloses Book Value of Indian Arm’s Equity Share,” www.businesstoday.in,
September 3, 2020.
20
Vedanta Limited was listed at BSE and NSE under the symbol 500295 and VEDL, respectively.
21
The Reverse Book Building (RBB) process helps a company that wants to delist its shares from the stock
exchange to decide on the price which needs to be paid to public shareholders to delist shares.
3
According to the delisting regulation, the delisting offer would be successful only if the minimum
number of shares was tendered by the shareholders. As per the law, VRL needed at least 90% of
the outstanding shares of VL, i.e., 1.34 billion shares, to successfully delist VL from the stock
exchanges. The bidding process went smoothly. However, Life Insurance Corporation of India22
(LIC), one of the shareholders of VL, tendered all its 6.7% stake in VL at Rs. 320, which became
the discovered price for RBB. LIC’s bidding price was unexpected for the promoters of VL as it
disturbed their calculation, experts opined.23
Till, 3:30 PM, on Friday, October 9, 2020, (last day of bidding) 1.37 billion shares were offered by
shareholders of VL to the promoters of the company. Market observers stated that they were
expecting a successful closure of the RBB process and delisting of Vedanta as the promoters had
received more bids than the required number of shares.24 Surprisingly, however, things changed by
the end of the day. Due to some technical issues, the tender process was disrupted. Shareholders
complained that they were unable to tender their offer.
In the normal course of things, the bidding process would close on the last bidding day at the end
of trading hours. But in this case, due to shareholders' complaints, the bidding process was
extended till 7:00 PM on the last day of bidding. Then after around half an hour, around 7:30 P.M.,
BSE informed that only 1.25 billion shares bid had been confirmed; the remaining 0.12 billion
shares bids remained unconfirmed and so had been deemed invalid by the custodians. This meant
that the promoters were unable to receive the required number of VL’s shares to delist its stock
from the stock exchange.25
Experts opined that it would have been good for the investors if the delisting process had gone
through as LIC had quoted a good price and the final price would have been significantly higher
than the price offered by the promoters. However, as per the regulations, the promoters had the
right to turn down any such price and go in for a counteroffer, if they felt that the discovered price
was higher than their expectation. According to regulations, the counteroffer price could not be
less than the book value of the company.
On Monday, October 12, 2020, the share price of VL fell by more than 20% from Friday's closed
price of Rs. 121.85 to Rs. 96.95 (Refer to Exhibit VIII for the share price movement of VL). But
many stockbrokers kept a ‘Buy’ rating for VL. Investec26 kept the target price at Rs. 162 per share.
CLSA Ltd.27 reduced its target price to Rs. 118. Deven Choksey, Managing Director, KRChoksey
Investment Managers Private Limited28, said, “In the short-term, the problem would be on the
traders’ side who have acquired shares in the hope of an arbitrage play. They may want to come
up for sale. That could put the price under pressure that possibility can't be ruled out.”29
As per delisting regulations, having failed to receive the required number of shares, VRL could not
acquire any stock tender from the shareholders of VL. All the shares tendered by VL’s
shareholders were returned to their respective shareholders as per regulation 19(2)(a) of the
delisting regulations. The VL stock continued to trade on the stock exchange.
22
Life Insurance Corporation of India is the leading insurance player in India. It is owned by the
Government of India.
23
“Vedanta’s Delisting Efforts Fails. What Happens Next?,” www.timesnownews.com, October 11, 2020.
24
Ibid.
25
“What We Should and Shouldn’t Take Away from Vedanta’s Delisting Failure,” https://thewire.in,
October 13, 2020.
26
Investec is a global financial services company.
27
CLSA Ltd. is a brokerage and investment group based in Hong Kong.
28
KRChoksey Investment Managers Private Limited is a financial service provided based in Mumbai, India.
29
Hormaz Fatakia, “Vedanta Delisting Offer Fails,” www.bloombergquint.com, October 10, 2020.
4
5
Reliance Securities Limited34, said, “This is negative for the minority shareholders as the revised
book value is almost aligned with the offer price of Rs. 87.50 per share. The minority shareholders
were hoping the company would sweeten the offer price. With the company reducing the book
value, it is trying to tone down the minority shareholders’ expectations and the sweetening of offer
price looks very unlikely.”35
Issue of Unconfirmed Bids
Experts questioned the technical glitches and the large number of unconfirmed bids. They stated
that in any bidding process, some bidders were always non-serious but the number of such non-
serious bids was limited to a few dozen or hundreds. But in this case, the unconfirmed bids ran into
millions, which was quite suspicious. J.N. Gupta, co-founder of SES, said, “If you (any
shareholders of VL) have put in a bid, why haven’t you confirmed it?”36
Share Tendered at Less than Market Price
In addition to a large number of unconfirmed bids, 4.2 million shares were tendered at the price of
Rs. 90 which was less than the market price of VL’s shares during the bidding period from
October 5, 2020, to October 9, 2020. The SES report said, “Why would a sane investor tender his /
her shareholding at such a significant discount? Was it an error of judgement or lack of proper
education? Or it was a ploy to project a negative sentiment to everyone?”37
WHAT NEXT?
Hemang Jani, Head – Equity Strategy, Broking & Distribution, Motilal Oswal Financial Services
Limited38, said, “Historically, for companies with failed attempts at delisting, share price tends to
reach the levels before the buyback, which in case of Vedanta was around Rs 85-90.”39 Experts
opined that after a failed delisting attempt, the VL promoters might announce a buyback, a
dividend, or another delisting offer in the future. So, they suggested accumulating the VL shares
and waiting for the promoters’ action.
Experts felt that SEBI might ask the BSE to investigate the unconfirmed bids and find answers to
questions such as who had placed bids and how much stake they controlled; why such bids had
been placed; and why the bids remained unconfirmed even after extended bid timing. It was
important for companies which were planning to delist their shares from the market to know the
answers to these questions, market observers opined.
Experts were not surprised by the unsuccessful delisting of VL as it was not the first time a delisting
process had failed. The delisting offer by INEOS Styrolution India Limited and Linde India Limited
also failed in July 2020 and January 2019, respectively.40 Nevertheless, they opined that it was
important that the shareholders’ confidence be restored and their interest in the company retained.
Investec, a global financial services company, said, “Management’s ability to restore minority
shareholders confidence is key to retaining / re-rating trading multiples. We find failed delisting is
an additional scar, in addition to recurring CG (Corporate Governance) issues”.41
34
Reliance Securities Limited is broking house based in Mumbai India.
35
“Vedanta Slashes Book Value Ahead of Delisting,” https://economictimes.indiatimes.com, September 4, 2020.
36
K.T. Jagannathan, “What We Should and Shouldn’t Take Away from Vedanta’s Delisting Failure,”
https://thewire.in, October 13, 2020.
37
“Proxy Firm Questions If Hoax Bids Led to Vedanta’s Delisting Failure,” www.bloombergquint.com,
October 12, 2020.
38
Motilal Oswal Financial Services Limited is a financial services provider based in Mumbai, India.
39
Shubham Raj, “What Should You do with Your Vedanta Shares Now?,” https://economictimes.
indiatimes.com, October 13, 2020.
40
“Vedanta’s Delisting Efforts Fails. What Happens Next?,” www.timesnownews.com, October 11, 2020.
41
“Vedanta Delisting Failure: What Brokerages Say,” https://economictimes.indiatimes.com, October 12, 2020.
6
Exhibit I:
Structure of VRL
Electrosteel
Steels
Limited
7
Exhibit II:
Details of Exceptional Items
Quarter ended Year ended
31.03.2020 31.12.2019 31.03.2019 31.03.2020 31.03.2019
Particulars
(Audited) (Unaudited) (Audited) (Audited) (Audited)
Impairment (charge)/
reversal
- relating to property,
plant and equipment, and
(159.07) - - (159.07) 2.61
exploration assets – Oil &
gas segment *
- relating to other
property, plant and
equipment, and other (6.69) - - (6.69) -
assets – Copper segment
(Refer note 9)
- relating to other
property, plant and
- - - (5.04) -
equipment, and other
assets – Other segment
Provision on receivables
(5.56) - - (5.56) -
subject to litigation
Interest income on claims
based on Supreme Court - - - 0.82 -
order
Reversal pursuant to
- - - - 0.59
Supreme Court order
Revision of Renewable
Purchase Obligation
(RPO) pursuant to the
- 1.68 - 1.68 -
Odisha Electricity
Regulatory Commission
notification
Net exceptional
(171.32) 1.68 - (173.86) 3.20
(loss)/gain
Tax benefit / (expense)
65.24 (0.59) - 65.21 (1.12)
on above
Non-controlling interests
0.01 - - 2.08 -
on above
Net exceptional (loss)/
gain net of tax and non- (106.07) 1.09 - (106.57) 2.08
controlling interests
*The impairment was triggered majorly by a significant fall in crude oil prices, primarily consequent to the outbreak
of COVID-19.
Source: “Report on the Audit of the Consolidated Financial Results,” www.vedantalimited.com, June 6, 2020.
8
Exhibit III:
Issued and Paid-Up Capital Structure of Vedanta Limited
Exhibit IV:
Shareholding Pattern of Vedanta Limited as on October 1, 2020
9
Exhibit V:
Schedule of Activities Related to the Process of Delisting
@
The Specified Date is only for the purpose of determining the names of the Public Shareholders to whom the Letter of
Offer will be sent. However, all Public Shareholders, who are eligible to participate in the Delisting Offer, can submit
their Bids in Acquisition Window Facility or OTB through their respective Seller Member during the Bid Period.
Changes to the proposed timeline, if any, will be notified to Public Shareholders by way of a public announcement in the
same newspapers where the Public Announcement is published.
*This is an indicative date and the announcement may be made on or before October 16, 2020, being the fifth working
day from the Bid Closing Date.
**Subject to the acceptance of the Discovered Price or offer of an Exit Price higher than the Discovered Price by the
Acquirers.
Source: “FAQS on the Proposed Delisting of Vedanta Limited,” www.vedantalimited.com, (Accessed on November 20,
2020).
Exhibit VI:
Book Value of VL
Year Book Value (in Rs. billion) Per Share Book Value (in Rs.)
FY17 605.00 162.77
FY18 633.12 170.33
FY19 622.97 167.60
FY20 546.35 146.87
FY20 (Revised) 332.35 89.38
Source: “Vedanta Slashes Book Value Ahead of Delisting,” https://economictimes.indiatimes.com, September 4, 2020.
10
Exhibit VII:
Flow Chart of Delisting Process
11
Exhibit VIII:
Adjusted Closing Price of Vedanta Limited
12