W19788

VEDANTA LIMITED: DELISTING OF SHARES1

Sanjay Dhamija wrote this case solely to provide material for class discussion. The author does not intend to illustrate either effective
or ineffective handling of a managerial situation. The author may have disguised certain names and other identifying information to
protect confidentiality.

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Copyright © 2020, Ivey Business School Foundation Version: 2021-02-01

On May 12, 2020, Vedanta Resources Limited (VRL), representing the London, United Kingdom, company
Vedanta Group, expressed its intention to buy the entire public shareholding in its Indian subsidiary,
Vedanta Limited, and to delist it from the stock exchanges. Anil Agarwal, the chairman of Vedanta Group,
explained that the decision to delist was largely driven by a strategy to simplify the group structure:

Vedanta Group continues its efforts to simplify the Group structure. This proposed transaction is
fully aligned with the robust strategy which has been pursued over the years. Due to the impact of
the Covid-19 pandemic, we have accelerated the strategy in this challenging environment to ensure
support for meaningful deleveraging and to enable us to continue to invest in the growth of the
business.2

The indicative offer price of ₹87.5 per equity share represented a premium of 9.9 per cent over the closing
market price of ₹79.6 on the previous day.3 However, there was some doubt that minority shareholders
would find the offer attractive. Agarwal was hoping that the shareholders would like the deal, but the final
outcome was in the hands of the minority shareholders.4 The final exit price, which would be determined
through the reverse book-building process, was likely to increase. Agarwal felt that the group had already
contributed funds in support of the deal.5 Exactly what amount VRL was willing to pay was a key factor in
the quest for a successful delisting. Two other important considerations were the additional amount of
borrowing required and future debt servicing constraints.

VEDANTA LIMITED

Headquartered in London, VRL was a natural resources company with presence primarily in India, Africa,
Ireland, and Australia. VRL was the holding company for Vedanta Limited and Konkola Copper Mines, which
in turn had multiple subsidiaries.6 The group was founded in 1976 by Agarwal, who had been executive
chairman of VRL since 2005. He also became non-executive chairman of Vedanta Limited in April 2020.7

Vedanta Limited, the Indian subsidiary of VRL, had interests in zinc-lead-silver, iron ore, steel, copper,
aluminum, electric power, oil, and gas.8 In its current form, Vedanta Limited was the result of several group
mergers. In 2013, Sesa Goa Limited and Sterlite Industries (India) Limited, two of the group’s exchange-
listed companies in India, were merged to create Sesa Sterlite Limited. At the same time, Vedanta

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Aluminium Limited and Madras Aluminium Limited were consolidated into Sesa Sterlite Limited. The
direct shareholding of Vedanta Resources Plc in Cairn India Limited (another listed group entity) was also
transferred to Sesa Sterling Limited.9 Later, in 2015, the company name Sesa Sterling Limited was changed
to Vedanta Limited for better alignment with the overall Vedanta brand. In 2017, Cairns India Limited was
merged with Vedanta Limited.10

For the financial year (FY) ended March 2019,11 Vedanta Limited recorded consolidated revenue from
operations of ₹920.48 billion and profit after tax of ₹96.98 billion, compared to ₹929.23 billion and ₹136.92
billion the previous year (see Exhibit 1). With a net debt of ₹269.58 billion and free cash flow of ₹115.53
billion, the credit rating of the company was downgraded in February 2019 to “AA with stable outlook”
from its earlier rating of “AA with positive outlook.” As of March 31, 2019, the company had 54
subsidiaries and five associate and joint ventures. A subsidiary was an entity that was controlled by the
company, whereas an associate was an entity over which the company had significant influence.12 In the
first nine months of FY 2020, the company reported revenue from operations of ₹649.92 billion and profit
after tax of ₹73.39 billion, compared to ₹685.8 billion and ₹64.8 billion in the corresponding nine months
of FY 2019.13 The company paid dividends of ₹18.85 per share in FY 2019, compared to ₹21.20 and ₹19.45
per share in the previous two years.14 The company was well positioned to take advantage of growth in
India, which was its main market. However, per capita metal consumption in India was much lower than
the global average. Vedanta Limited was already the largest base metal producer and private sector oil
producer in India and had an experienced operating team.15

Vedanta Limited was managed by a well-diversified 10-member board of directors, which included five
non-executive independent directors. The board of directors was responsible for providing leadership and
strategic direction to the management team for the company’s long-term success16 (see Exhibit 2).

The equity shares of Vedanta Limited were listed in India on the BSE Limited (BSE) and the National
Stock Exchange of India Ltd. (NSE), two Indian stock exchanges with nationwide presence. In addition,
the American Depository Shares (ADS) of the company were listed on the New York Stock Exchange
(NYSE).17 As on March 31, 2020, the equity share capital of the company consisted of 3.7172 billion equity
shares with par value of ₹1, of which 50.14 per cent were held by VRL’s stock promoters.18 The minority
shares were held by institutional investors (33.97 per cent) and the balance of shares was held by non-
institutional investors. The company had over 730,000 public shareholders.19 Vedanta Limited equity shares
were actively traded on the Indian stock exchanges, but its share price was severely hit by the negative
commodity cycle of the previous two years. After reaching a high of ₹339 per share in January 2018,
the share price dropped to ₹65 by the end of March 2020, losing over 80 per cent from its peak valuation.
The stock also underperformed BSE’s broad market index, SENSEX (see Exhibit 3). 20 This was partially
due to the China–United States trade war that began in late 2017 and led to a slowdown in global demand
for industrial commodities. China accounted for over 50 per cent of global demand for industrial
commodities, including aluminum, steel, copper, and zinc.21

THE DELISTING PROPOSAL

On May 12, 2020, Vedanta Limited informed the stock exchanges that it had received a letter from VRL
expressing its interest to acquire the entire equity shares of the company from the public shareholders in
India, and to then proceed to delist the company from the BSE and NSE. After delisting the equity shares
from these domestic stock exchanges, VRL proposed to delist the ADS from the NYSE and deregister the
company from the US Securities and Exchange Commission. VRL’s promoters held 50.14 per cent of
Vedanta Limited shares (see Exhibit 4). VRL also proposed an indicative offer price of ₹87.5 per equity

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share. However, the public shareholders were free to tender shares at a price higher than the indicative offer
price. Likewise, VRL was under no obligation to accept the shares tendered by the public shareholders.22

The proposal to delist Vedanta Limited needed the approval of the company’s board of directors and
shareholders. As the letter from VRL stated, the proposed delisting was a part of the simplification process,
and it was expected to provide the group with enhanced operational and financial flexibility. 23 The letter
also stated that the delisting was an opportunity for public shareholders of the company to realize immediate
and certain value for their shares at a time of elevated market volatility. Agarwal explained VRL’s rationale
for delisting Vedanta Limited:

We were for the last 8–10 years planning to simplify the structure. So, we merged Cairn, we merged
Sesa Goa and this is the last leg whereby (holding companies) Vedanta Resources and Vedanta Ltd
are sitting upstairs and the (operational companies) are downstairs. We find that minority
shareholders want to come out of the shareholdings of oil and gas, and in metals, too, we find that
shareholders do not have an interest.24

In the past, the group had merged Sesa Goa Limited, Sterlite Industries (India) Limited, and Cairn India
Limited. To further simplify the group structure, Vedanta Resources Plc, which later became VRL, was
delisted from the London Stock Exchange in 2018. At the time, the group announced that the liquidity of
Indian markets was adequate and the need for a separate London listing was no longer critical to raise
capital.25 However, after the proposed delisting of Vedanta Limited, Hindustan Zinc Limited (HZL) would
be Vedanta Group’s only listed entity26 (see Exhibit 5).

Global rating agency Standard & Poor’s (S&P) endorsed the proposed delisting of Vedanta Limited as a
positive move for Vedanta Group. S&P suggested that the delisting would improve the group’s corporate
structure, credit profile, and refinancing options and that it was likely to enhance the rating of the group.
S&P further noted that “Successful privatization of Vedanta would improve Vedanta Resources’ access to
the subsidiary’s cash flows. This will be due to more efficient dividend upstreaming (compared to about 50
per cent that is currently paid to minority shareholders).”27

During FY 2019, the total dividend payable by Vedanta Limited, at ₹18.85 per share, amounted to ₹70
billion. With public shareholding close to 50 per cent, nearly half of this dividend went to the minority
shareholders. Delisting was also likely to improve the valuation of the company. In the prevailing uncertain
environment, valuation could be a problem for a company looking for an investor. A private company had
a better chance of higher valuation. Delisting also provided flexibility to Vedanta Limited to consider listing
some of its segments in the future, while keeping other verticals private.28

Delisting would also reduce the burden of compliance and disclosures. As a senior industry executive
pointed out, “You are no longer as answerable as earlier.”29 For continued listing on stock exchanges in
India, a listed company was required to follow the 2015 listing regulations of the Securities and Exchange
Board of India (SEBI). The regulations prescribed obligations on listed companies regarding the rights of
shareholders, dissemination of timely information, equitable treatment of shareholders, corporate
governance, disclosure and transparency, and responsibilities of the board of directors. Therefore, Vedanta
Limited’s proposed delisting would eliminate all scrutiny by SEBI.30

Delisting was also viewed as a result of information asymmetry between the promoter and the public
shareholders. Promoters held a superior level of information, and the delisting had occurred when their cost was
the lowest possible; therefore, promoters benefitted at the expense of the public shareholders.31 “Promoters may
think that the current stock price is far lower than the intrinsic value and choose to delist. However, there should

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not be any asymmetry of information between the promoters and other shareholders,”32 stated Shriram
Subramanian, the managing director of the proxy advisory firm InGovern Research Services.

DELISTING REGULATIONS33

In India, the delisting of securities was regulated by SEBI, whose regulations dictated the delisting process
and the discovery method for the exit price.34 After delisting, the company’s shares would be no longer
available for trading on the stock exchange. SEBI regulations differentiated between compulsory delisting
and voluntary delisting. Compulsory delisting was a penalizing measure, where the securities of a listed
company were delisted by the stock exchange for not meeting the requirements of the listing agreement
between the company and the stock exchange. Voluntary delisting was a choice made by the promoter
group, who decided to permanently remove the securities of the company from the stock exchange’s trading
platform. If the company was delisted voluntarily from one or more stock exchanges in India but continued
to be listed on the BSE or NSE (the exchanges with nationwide presence), the company was not required
to provide an exit opportunity to the public shareholders. However, if after the proposed delisting none of
the company’s equity shares would be available on any stock exchange with nationwide presence, SEBI
regulations dictated that an exit opportunity be provided to all public shareholders holding equity shares.35

The proposal for delisting needed approval from the board of directors, who had to certify that the listing
proposal was in the interest of the shareholders. Shareholders also had to approve the proposal by a special
resolution, with at least 75 per cent voting in favour. Additionally, the proposal to be acted upon required
that at least twice as many public shareholders voted in favour as voted against.36

The exit price was determined using a reverse book-building process, in which all the public shareholders
were entitled to participate. For the purpose of book-building, the floor price was determined using the
volume-weighted average market price of the shares for the 60-day period immediately before the
announcement to the stock exchanges of a meeting where the board of directors would consider the
delisting proposal. The public shareholders were free to tender their shares at or above the floor price. After
the bids were received, the final price was determined at the point where the number of shares accepted
would give the promoters at least 90 per cent of the company’s paid-up equity share capital. VRL, as the
acquirer, had the choice of accepting or rejecting the price determined using this method.37

The delisting process would fail if the promoters were unable to acquire the desired number of shares to
take their shareholding amount to 90 per cent, or if they rejected the price determined through the book-
building process. SEBI regulations permitted the promoters to make a counter-offer if the discovered price
was not acceptable to them. The counter-offer price, however, could not be lower than the book value of
the company. The regulations also provided a window of one year from the date of delisting for the
remaining shareholders to tender their shares to the promoters. It was mandatory for the promoters to accept
the shares that were tendered at the final price, as determined through the reverse book-building process.38

MARKET REACTIONS

VRL’s indicative offer price of ₹87.5 per equity share of Vedanta Limited was 9.9 per cent higher than its
closing price of ₹79.6 on May 11, 2020 on the BSE. However, after the announcement of the proposed
delisting, the share price rose to ₹98.20 over the next two days, to surpass the indicative offer price.39

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Questions were raised about the seriousness and intention behind the offer. For example, JN Gupta, the
managing director of Stakeholders Empowerment Services, expressed doubts about the reasons behind the
proposed delisting:

It can be said that the offer is not serious: Why would investors lap up the offer of a company with
20 per cent-plus dividend yield at a price which is less than 50 per cent of yearly high and 45 per
cent of book value (March 2019)? . . .

The intent appears to be that promoters want to take advantage of the present market condition and
acquire 100 per cent of the company at current low prices.40

It was also pointed out that the value of Vedanta Limited’s stake in Hindustan Zinc Limited, a listed
subsidiary, was almost 150 per cent of the indicative offer price. Gupta’s organization, Stakeholders
Empowerment Services, was a corporate governance research and advisory firm registered with SEBI as a
proxy advisor.41 As on May 15, 2020 the NIFTY (metal) Index of NSE was trading with a price-to-earnings
ratio of 8.42 times, a price-to-book value ratio of 0.74 times, and a dividend yield of 7.21 per cent.42

Anil Singhvi, the managing director of Zee Business, was another market expert who advised minority
investors not to participate in the delisting process at this price:

These shares belong to the minority investors and it is upon them to sell it or not. If the investors
don’t give up their shares, the delisting process may not go ahead. The necessary condition for a
successful delisting is that at least 90 per cent shares should come. Only 50 per cent is coming from
promoters. The company will still need 40 per cent shares.43

Yet another market advisor, from the brokerage firm CLSA, suggested that the deal was not favourable:

VRL’s indicative offer price is below the current price; we believe the discovered price may be
much higher. When VRL was taken private on the London Stock Exchange, it was at a 27 per cent
premium to its previous close. In Polaris India’s delisting, the indicative price was 60 percent above
the floor price, while the discovered price was 2× the floor price.44

The proxy advisory firm Institutional Investor Advisory Services referred to the delisting offer at ₹87.50 as
opportunistic. The stock was trading at a 52-week low and at a steep discount to its historic five-year
average. The low price reflected the prevailing economic environment and the COVID-19 crisis. The
advisory firm called upon the independent directors of Vedanta Limited to guide public shareholders on the
delisting bid.45 It was also suggested that Agarwal was capitalizing on market distress and investor anxiety
about a looming recession to take Vedanta Limited private. The low floor price, which would likely be
revised upward later on, was seen as part of a plan to create the fiction of an investor victory.46

WAY FORWARD

The announcement of the delisting bid was just the first step; other challenges lay ahead. The offer required
approval of the Vedanta Limited board of directors. Institutional Investor Advisory Services suggested that
the independent directors of the company had a fiduciary responsibility to guide the public shareholders. It
pointed out, for example, that in 2014, the independent directors of Essar Energy had termed the delisting
bid by the promoters to be opportunistic and had rejected it.47 The five-member committee of the Essar

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Energy board of directors had suggested that the bid by the promoters had undervalued the company and
its long-term growth prospects and had therefore labelled the offer opportunistic.48

However, the Vedanta Limited independent directors felt that their role was only to supervise the entire
process. They believed that the shareholders were empowered to make all decisions in respect to the
delisting regulations. “We are clear about our roles in this regard. The due process of law is being followed.
Some are looking at it from the point of retail investors. Almost 30–40 per cent of the shareholders are
institutions,” stated an unnamed director of the company.49

VRL maintained that the floor price of ₹87.50, which was determined according to SEBI regulations, was
calculated based on the volume weighted average price of the 60 days immediately preceding the reference
date. On that date, Vedanta Limited had notified the stock exchanges that a board of directors meeting was to
be held to consider the delisting proposal. The floor price was certified by Price Waterhouse & Co LLP. The
final exit price was to be determined by the public shareholders through the reverse book-building process.50

SEBI regulations for delisting also required approval by the shareholders via a special resolution and specific
approval by public shareholders. VRL reiterated that shareholder approval was only meant to proceed with
the delisting offer; it was not a decision on the final exit price, which would be determined later through the
bidding process.51 To win over public shareholders, it was important to manage the gap between the indicative
offer price and public shareholders’ expectations. The share price of Vedanta Limited had underperformed,
losing almost 80 per cent from its peak valuation. The current market price was at significant discount to its
book value and was offering a very high dividend yield. Vedanta Limited was sitting on a cash balance of
₹350 billion, but it had a market capitalization of just ₹330 billion.52 According to Kotak Securities, a leading
brokerage firm, the share price during a delisting event could fluctuate:

The stock has been trading at a discount to intrinsic value of its resources and assets or replacement
value. In a delisting event, the expectation of minority could be closer to replacement value or
significantly higher than the recent stock price. The success of the delisting would depend on the
extent of this gap and promoters’ willingness to bridge it.53

How much higher the promoters were willing to go in their bidding process would determine the success
of delisting proposal. Almost 34 per cent of Vedanta Limited shares were held by institutional investors.
They were expected to protect the interest of all minority shareholders, by ensuring that delisting bids were
at the intrinsic value of the business, according to Institutional Investor Advisory Services.54 For a
successful delisting proposal, VRL had to win over institutional investors and achieve over 90 per cent
shareholding. VRL appointed a US shareholder engagement firm to convince shareholders and domestic
proxy advisor firms in India to accept the delisting offer.55

Any increase in the exit price had implication on financing as well, although Agarwal was confident that
financing the delisting deal was not an issue. VRL had arranged a bridge loan from the US investment bank
JPMorgan Chase & Co.. At the indicative offer price, the VRL debt in its books was likely to increase by
₹190 billion. The additional dividend income due to delisting was enough to service the additional level of
debt.56 The dividend paid by Vedanta Limited for FY 2019 exceeded ₹70 billion, out of which
approximately 50 per cent had gone to public shareholders. S&P also estimated that the bid was likely to
add about US$2.3 billion to VRL’s debt. This figure assumed that the acquisition would be at the floor
price of ₹87.5 per share and that the rise in debt was manageable, considering the greater dividends
available.57 Any increase in the acquisition price or decline in future dividends was likely to have an adverse
effect on the debt servicing.

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For the first six months (ended September 2019) of FY 2020, VRL reported US$1.395 billion in earnings
before interest, taxes, depreciation, and amortization, which was down 19 per cent year over year. VRL
also reported a net debt of US$9.507 billion, which was down 7 per cent year over year. With the interest
cost at US$615 million, it reported an interest coverage ratio of 4.2 times.58 The average borrowing cost in
the first six months (ended September 2019) of FY 2020 was at 7.6 per cent, compared to 7.4 per cent in
the first six months (ended September 2018) of FY 2019.59

Agarwal knew the price would go up during the bidding process. The group had already committed its
investment in the delisting offer.60 How much was VRL willing to contribute to the process? The answer
to that question would determine the success or failure of the delisting proposal for Vedanta Limited, and
of its economic justification.

Sanjay Dhamija is a professor at the International Management Institute New Delhi.

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EXHIBIT 1: SELECTED FINANCIAL DETAILS FROM VEDANTA LIMITED PROFIT AND LOSS
STATEMENT AND BALANCE SHEET (IN ₹ MILLION)

PROFIT AND LOSS STATEMENT

Particulars FY 2017 FY 2018 FY 2019

Revenue from Operations 761,710 929,230 920,480
Other Income 45,810 32,050 40,180
Total Income 807,520 961,280 960,660
Profit for the Year 113,160 136,920 96,980

BALANCE SHEET

FY 2017 FY 2018 FY 2019

EQUITY AND LIABILITIES
Equity
Share Capital 3,720 3,720 3,720
Other Equity 601,280 629,400 619,250
Equity Attributable to Owners of
Vedanta Limited 605,000 633,120 622,970
Non-Controlling Interest 139,280 159,610 152,270
Total Equity 744,280 792,730 775,240
Liabilities
Non-Current Borrowings 302,550 267,890 347,210
Other Non-Current Liabilities 116,720 112,760 131,570
Total Non-Current Liabilities 419,270 380,650 478,780
Current Borrowings 322,450 219,510 229,820
Other Current Liabilities 504,300 452,960 536,590
Total Current Liabilities 826,750 672,470 766,410
Total Equity and Liabilities 1,990,300 1,845,850 2,020,430
ASSETS
Non-Current Assets 1,222,340 1,294,710 1,422,150
Current Investments 468,890 285,360 281,740
Cash and Cash Equivalents 22,400 42,360 72,890
Other Current Assets 276,670 223,420 243,650
Total Current Assets 767,960 551,140 598,280
Total Assets 1,990,300 1,845,850 2,020,430

Note: FY = financial year.

Source: Vedanta Limited, Integrated Report and Annual Accounts 2018–19, 342–343, accessed May 14, 2020,
www.vedantalimited.com/InvestorReports/VEDL_%20Integrated%20Annual%20Report%202018-19.pdf; Vedanta Limited,
Integrated Report and Annual Accounts 2017–18, 276, 277, accessed May 14, 2020,
www.vedantalimited.com/InvestorReports/vedanta_limited_ir2018_colour.pdf.

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EXHIBIT 2: BOARD OF DIRECTORS OF VEDANTA LIMITED

Name and Designation Details

Navin Agarwal With Vedanta Group for over 35 years
(Executive chairman)
Aman Mehta Former CEO of HSBC Asia Pacific
(Non-executive independent director)
K. Venkataramanan CEO of Larsen and Toubro Limited
(Non-executive independent director)
Lalita D. Gupte Former joint managing director of ICICI Bank
(Non-executive independent director)
U.K. Sinha Former chairman of the Securities and
(Non-executive independent director) Exchange Board of India
Ravi Kant Honourable industrial professor of University
(Non-executive independent director) of Warwick; former managing director and
vice-chairman of Tata Motors
Priya Agarwal Experience in public relations and human
(Non-executive director) resources
Tarun Jain Experience in corporate finance, audit,
Whole-time director) accounting, tax, and M&A
Srinivasan Venkatakrishnan CEO since March 2019
(Whole-time director and CEO)
Arun Kumar G.R. Responsible for overall health of the balance
(Whole-time director and CFO) sheet, driving performance in profit and cash,
treasury, investor relations, credit ratings, tax,
secretarial, controllership, recording and
reporting, and other key strategic matters

Note: CEO = chief executive officer; M&A = mergers and acquisitions; CFO = chief financial officer.
Source: Author’s presentation based upon Vedanta Limited, Integrated Report and Annual Accounts 2018–19, 57, 58,
accessed May 14, 2020, www.vedantalimited.com/InvestorReports/VEDL_%20Integrated%20Annual%20Report%202018-
19.pdf.

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EXHIBIT 3: CLOSING MONTHLY PRICES OF VEDANTA LIMITED AND BSE LIMITED SENSEX

400 45,000

350 40,000
VEDANTA LIMITED CLOSING PRICE

35,000
300

BSE LIMITED SENSEX

30,000
250

25,000
200
20,000

150
15,000

100
10,000

50 5,000

0 0
Jul-16

Jul-17

Jul-18

Jul-19
May-16

Nov-16

May-17

Nov-17

May-18

Nov-18

May-19

Nov-19
Mar-16

Sep-16

Jan-17
Mar-17

Sep-17

Jan-18
Mar-18

Sep-18

Jan-19
Mar-19

Sep-19

Jan-20
Mar-20
VEDANTA SENSEX

Source: Author’s presentation based on the monthly closing price of Vedanta Limited and BSE Limited SENSEX for the period
March 2016 to April 2020; Vedanta Limited, “Stock Prices,” BSE Limited database, accessed May 18, 2020; Vedanta Limited,
“Historical Data,” BSE Limited database, accessed May 18, 2020.

EXHIBIT 4: SHAREHOLDING PATTERN OF VEDANTA LIMITED

Promoters’ Holdings Public Holdings Total

Listed in India 1,764,326,080 1,691,090,351 3,455,416,431
American Depository Shares 99,292,708 162,487,500 261,780,208

Total 1,863,618,788 1,853,577,851 3,717,196,639

Shareholding 50.14% 49.86% 100%

Source: Author’s presentation based on “Prior Intimation to Stock Exchanges,” Vedanta Limited, May 12, 2020, accessed May
14, 2020, www.vedantalimited.com/InvestorReports/VEDLIntimationOfReceiptOfDelistingOffer.pdf.

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EXHIBIT 5: GROUP STRUCTURE OF VEDANTA RESOURCES LIMITED

Note: * Percentage within brackets = shareholding of the parent company; ** Vedanta Limited and Hindustan Zinc were two
listed entities in the group; all other entities were unlisted.
Source: Author’s presentation based on Vedanta Resources Limited, Investor Presentation H1 FY2020, December 2019,
accessed September 23, 2020, www.vedantaresources.com/InvestorRelationDoc/VRL%20Results%20Presentation%20H1%
20FY2020%20-%20vf.pdf.

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ENDNOTES
1
This case has been written on the basis of published sources only. Consequently, the interpretation and perspectives
presented in this case are not necessarily those of Vedanta Resources Limited or any of its employees.
2
IANS, “Vedanta Makes Proposal to Delist from Indian Stock Exchanges,” Outlook India, May 12, 2020, accessed May 14,
2020, www.outlookindia.com/newsscroll/vedanta-makes-proposal-to-delist-from-indian-stock-exchanges/1832460.
3
Vedanta Limited, “Prior Intimation to Stock Exchanges,” Vedanta Limited, May 12, 2020 accessed May 14, 2020,
www.vedantalimited.com/InvestorReports/VEDLIntimationOfReceiptOfDelistingOffer.pdf; ₹ = INR = Indian rupee; US$1 =
₹75.09 on May 12, 2020; all currency amounts are in ₹ unless otherwise specified.
4
Nikita Periwal, “Vedanta’s Delisting Proposal Meets Investor Scepticism,” Cogecis, May 13, 2020, accessed May 14, 2020,
www.cogencis.com/newssection/chome/vedantas-delisting-proposal-meets-investor-scepticism; Satish John, “This Is the Last
Leg of Simplification of Vedanta’s Structure,” Economic Times, May 14, 2020, accessed May 16, 2020,
www.economictimes.indiatimes.com/markets/expert-view/this-is-the-last-leg-of-simplification-of-vedantas-
structure/articleshow/75729644.cms.
5
Ibid.
6
“Who We Are,” Vedanta Resources Limited, accessed May 16, 2020, www.vedantaresources.com/Pages/WhoWeAre.aspx.
7
“Leadership,” Vedanta Resources Limited, accessed May 16, 2020, www.vedantaresources.com/Pages/Leadership.aspx.
8
“Who We Are,” op. cit.
9
Bank of America Corporation, “All Share Merger of Sesa Goa and Sterlite Industries, and Vedanta Group Consolidation,”
press release, BofA Securities, accessed May 16, 2020, www.ml-india.com/press_release_1.html.
10
Megha Mandavia, “Sesa Sterlite to Be Renamed as Vedanta,” Economic Times, February 20, 2015, accessed May 16,
2020, www.economictimes.indiatimes.com/industry/indl-goods/svs/metals-mining/sesa-sterlite-to-be-renamed-as-vedanta-
ltd/articleshow/46313478.cms?from=mdr; Rahul Oberoi, “Vedanta Completes Cairn India Merger; Here’s What’s in Store for
Shareholders,” Economic Times, April 12, 2017, accessed May 16, 2020,
www.economictimes.indiatimes.com/markets/stocks/news/vedanta-completes-cairn-india-merger-heres-whats-in-store-for-
shareholders/articleshow/58140352.cms.
11
India’s financial year for corporate financial statements spanned from April 1 to March 31; the 2019 financial year covered
the period from April 1, 2018 to March 31, 2019.
12
Vedanta Limited, Integrated Report and Annual Accounts 2018–19, 6, 7, 168, 232 and 269, accessed May 14, 2020,
www.vedantalimited.com/InvestorReports/VEDL_%20Integrated%20Annual%20Report%202018-19.pdf.
13
Vedanta Limited, Consolidated Financial Results, accessed May 14, 2020,
www.vedantalimited.com/InvestorReports/Consolidated%20Financial%20Results.pdf.
14
Vedanta Limited, Integrated Report and Annual Accounts 2018–19, op. cit., 40.
15
Ibid., 8.
16
Ibid., 57–58.
17
Ibid., 229–231.
18
A company’s stock promoter group was an individual or organization that helped raise money for an investment activity,
such as delisting in this case; Marshall Hargrave and Gordon Scott, “Promoter,” Investopedia, March 26, 2020, accessed
October 20, 2020, www.investopedia.com/terms/p/promoter.asp.
19
Vedanta Limited, Shareholding Pattern March 2020, accessed May 16, 2020
www.vedantalimited.com/InvestorRelationDoc/VEDL_Shareholding%20Pattern%20-%20Q4%20-
%20March%2031%2C%202020.pdf.
20
Vedanta Limited, “Stock Prices,” BSE Limited database, accessed May 18, 2020; Vedanta Limited, “Historical Data,” BSE
Limited database, accessed May 18, 2020.
21
“Why Is Vedanta Delisting and What Should Shareholders Do?,” India Infoline News Service, May 13, 2020, accessed May
17, 2020, www.indiainfoline.com/article/general-others-factiva/why-is-vedanta-delisting-and-what-should-shareholders-do-
120051300374_1.html.
22
Vedanta Limited, “Prior Intimation to Stock Exchanges,” op. cit.
23
Ibid.
24
John, op. cit.
25
PTI, “Vedanta Delists from London Stock Exchange amid Protests,” Economic Times, October 2, 2018, accessed May 16,
2020, www.economictimes.indiatimes.com/markets/stocks/news/vedanta-delists-from-london-stock-exchange-amid-
protests/articleshow/66037971.cms.
26
Dhirendra Tripathi, “Vedanta to Take Indian Arm Private, Offer Lower than Current Share Price,” LiveMint, May 12, 2020,
accessed May 16, 2020, www.livemint.com/news/india/anil-agarwal-to-take-vedanta-private-11589291014099.html.
27
Sucheta Dalal, “How Vedanta’s Opportunistic Delisting Attempts Is Part of a Pattern,” Moneylife, May 15, 2020, accessed
May 18, 2020, www.moneylife.in/article/how-vedantas-opportunistic-delisting-attempt-is-part-of-a-pattern/60347.html.
28
Prince Mathews Thomas, “Vedanta Delisting: Anil Agarwal’s Latest Move Raises a Few Questions,” Moneycontrol, May 13,
2020, accessed May 18, 2020, www.moneycontrol.com/news/business/vedanta-delisting-anil-agarwals-latest-move-raises-a-
few-questions-5259351.html.
29
Ibid.
30
Bhavik M Gala, “SEBI LODR Regulations 2015—Highlights and Analysis,” CAclubindia,” January 4, 2016, accessed May
18, 2020, www.caclubindia.com/articles/sebi-lodr-regulation-2015-highlights-and-analysis--25828.asp; Ashwin Mohan, “Why
Vedanta Is Delisting on the Indian Stock Exchanges Now, Explained,” MoneyControl, May 13, 2020, accessed May 18, 2020,

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www.moneycontrol.com/news/business/why-vedanta-is-delisting-on-the-indian-stock-exchanges-now-explained-
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31
Umakant Varottil,” SEBI Order on Delisting Price,” IndiaCorpLaw, November 7, 2015, accessed May 21, 2020,
https://indiacorplaw.in/?s=SEBI+Order+on+Delisting+Price.
32
Mathews Thomas, op. cit.
33
Securities and Exchange Board of India, SEBI (Delisting of Equity Shares) Regulations, 2009, accessed May 18, 2020,
www.sebi.gov.in/legal/regulations/jun-2009/sebi-delisting-of-equity-shares-regulations-2009-last-amended-on-july-29-2019-
_34625.html.
34
Ibid.
35
“FAQs—Delisting,” Securities and Exchange Board of India, accessed May 21, 2020,
www.sebi.gov.in/sebi_data/docfiles/20626_t.html.
36
Securities and Exchange Board of India, op. cit., Regulation 8.
37
Ibid., Regulation 15.
38
Ibid., Regulations 16–21.
39
FP Staff, “Vedanta Shares Zoom 10% after Anil Agarwal Announces Delisting Plan as Virus Crisis Deepens,” Firstpost, May
13, 2020, accessed May 18,2020, www.firstpost.com/business/vedanta-shares-zoom-10-after-anil-agarwal-announces-
delisting-plan-as-virus-crisis-deepens-8363061.html.
40
Rajesh Mascarenhas, Jwalit Vyas, and Bhavya Dilipkumar, “Vedanta Offer Price Not Attractive Enough,” Economic Times,
May 14, 2020, accessed May 18, 2020, www. economictimes.indiatimes.com/markets/stocks/news/vedanta-offer-price-not-
attractive-enough/articleshow/75728775.cms.
41
“About Us,” Stakeholders Empowerment Services, accessed May 18, 2020, www.sesgovernance.com.
42
“P/E, P/B & Dividend Yield Values,” National Stock Exchange of India Ltd., accessed September 23, 2020,
www1.nseindia.com/products/content/equities/indices/historical_pepb.htm.
43
“Share Bazaar: Worried about Vedanta’s Delisting: Market Guru Anil Singhvi Has This Valuable Tip for Investors,”
ZeeBusiness, May 13, 2020, accessed May 18, 2020, www.zeebiz.com/india/news-share-bazaar-worried-about-vedantas-
delisting-market-guru-anil-singhvi-has-this-valuable-tip-for-investors-126608.
44
Samie Modak and Ujjval Jauhari, “Vedanta Delisting Price Should Be Raised, Say Experts; Stock Ends 1% Higher,”
Business Standard, May 14, 2020, accessed May 18, 2020, www.business-standard.com/article/markets/vedanta-delisting-
price-should-be-raised-given-past-trend-say-analysts-120051400064_1.html.
45
PTI, “Vedanta Listing Opportunistic, Price Way below Intrinsic Value of Stock,” Economic Times, May 15, 2020, accessed
May 18, 2020, www.economictimes.indiatimes.com/markets/stocks/news/vedanta-delisting-opportunistic-price-way-below-
intrinsic-value-of-stock-report/articleshow/75761932.cms.
46
Dalal, op. cit.
47
PTI, “Vedanta Listing Opportunistic,” op. cit.
48
BS Reporter, “Independent Directors Reject Essar Energy’s Delisting Move,” Business Standard, February 25, 2014,
accessed May 18, 2020, www.business-standard.com/article/companies/independent-directors-reject-essar-energy-s-
delisting-move-114022400619_1.html.
49
Rajesh Mascarenhas and Kala Vijayraghvan, “Vedanta Delisting: Proxy Advisory Firms Demand Independent Directors
Must Safeguard Interest of Minority Shareholders,” Economic Times, May 18, 2020, accessed May 20, 2020,
www.economictimes.indiatimes.com/markets/stocks/news/vedanta-delisting-proxy-advisory-firms-demand-independent-
directors-must-safeguard-interest-of-minority-shareholders/articleshow/75798374.cms?from=mdr.
50
Vedanta Resources Limited, Vedanta Limited Delisting Proposal, June 2020, accessed July 14, 2020,
www.vedantaresources.com/ShareholderInfoDoc/VEDL%20Delisting_Proposal.pdf.
51
Ibid.
52
“Why Is Vedanta Delisting and What Should Shareholders Do?,” op. cit.
53
Amit Mudgil, “Why Is Vedanta Delisting from Indian Bourses? Find out Here,” Economic Times, May 13, 2020, accessed
May 16, 2020, www.economictimes.indiatimes.com/markets/stocks/news/why-is-vedanta-delisting-from-indian-bourses-find-
out-here/articleshow/75711234.cms.
54
IANS, “Vedanta Independent Directors Should Guide Shareholders on Delisting: IIAS,” Outlook India, May 15,2020,
accessed May 18, 2020, www.outlookindia.com/newsscroll/vedanta-independent-directors-should-guide-shareholders-on-
delisting-iias/1835811.
55
Palak Shah, “Vedanta Resources Appoints Georgeson for Shareholder Engagement on Delisting Issue,” The Hindu, June
2, 2020, accessed September 24, 2020, www.thehindubusinessline.com/markets/stock-markets/vedanta-resources-
appoints-georgeson-for-shareholder-engagement-on-delisting-issue/article31732709.ece.
56
John, op. cit.
57
PTI, “Delisting of Subsidiary to Enhance Vedanta Resources’ Financial Flexibility,” Economic Times, May 14, 2020,
accessed May 18, 2020, https://economictimes.indiatimes.com/markets/stocks/news/delisting-of-subsidiary-to-enhance-
vedanta-resources-financial-flexibility-sp/articleshow/75738419.cms.
58
Vedanta Resources Limited, Investor Presentation H1 FY2020, December 2019, accessed September 23, 2020,
www.vedantaresources.com/InvestorRelationDoc/VRL%20Results%20Presentation%20H1%20FY2020%20-%20vf.pdf.
59
Vedanta Resources Limited, Interim Results for the Six Months Ended 30 September 2019, December 24, 2019,
accessed September 23, 2020,
www.vedantaresources.com/InvestorRelationDoc/Vedanta%20Resources%20Ltd%20FY2020%20Interim%20Results.pdf.
60
John, op. cit.

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