| SAT blow prompts Gillette promoters to mend fences |
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Mumbai/ Kolkata, 8 July The frosty relationship between Gillette India's owners — Procter & Gamble ( P& G) and Saroj Kumar Poddar — might be thawing. P& G and Poddar have restarted talks to decide how much stake the two could sell to comply with the minimum public shareholding requirements. This comes on the heels of the Securities and Exchange Board of India ( Sebi)' s move to place restrictions on their shareholder rights after the Securities Appellate Tribunal (SAT) quashed an appeal against the regulator, which had rejected a plan entailing reclassification of promoter holdings to comply with the public shareholding norms. Poddar, a Kolkata- based industrialist, told Business Standard on Monday he was willing to divest part of his stake, " but how much that would be is not decided". Poddar said the previous agreement was that he would sell around four per cent stake in Gillette India " when needed". P& G is also said to be exploring the option of cutting a portion of its holding to bring the promoters' shareholding below 75 per cent. In response to an email query, a P& G spokesperson said, " We are currently looking into the SAT and Sebi orders in detail and remain committed to complying with the new law and engaging with Sebi to achieve compliance with the minimum 25 per cent public shareholding requirement norm." Turn to Page 22 > OWNERSHIP PROFILE Shareholding in Gillette India (%) as on March 2013 Promoter FIIs Mutual funds/ UTI Bodies corporate Retail Others Source Capitaline; Compiled by BS Research Bureau 41.02 Procter & Gamble India Holdings B V 0.45 Others 5.57 Retail 20.34 Wella India Haircosmetic 7.64 Adventz Investments &Holdings 6.10 Gillette Products 6.07 Gillette Diversified Operations 3.17 Planon Group 1.47 Others 1.95 Mining Consultants India 0.99 Saroj Kumar Poddar 1.30 Mutual funds/ UTI Bodies corporate 2.35 1.58 FIIs |
| Three YES Bankdirectors not fitand proper, says Madhu Kapur family |
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Kolkata, 8 July The Madhu Kapur family has questioned the appointment of Diwan Arun Nanda, M R Srinivasan and Ravish Chopra as directors on the YES Bank board, saying they do not meet the ' fit and proper' guidelines of the Reserve Bank of India. In rejoinders and draft amendments to their petition filed with the Bombay High Court today, the Kapur family has said " defendant numbers 7 (Nanda) and 9 ( Srinivasan) do not meet the fit and proper requirement of age criteria of 35 to 65 years, as prescribed by the RBI circulars being relied upon... Both defendant numbers 7and 9 as per the AGM (annual general meeting) notice are 69 years old." Business Standard has reviewed these documents. However, the Bombay High Court deferred the hearing on the petition, as the banks lawyers opposed the amendments made by Kapur to her petition, saying they disclose a different cause of action, which is not a part of the petition. Following this, the court postponed hearing to July 15. YES Bank has opposed the amendments, claiming it discloses adifferent cause of action. Madhu Kapur, widow of co- founder Ashok Kapur, and her two children ( Shagun Kapur Gogia and Gaurav Kapur) had moved the court, alleging their right as co- promoters of the bank were violated. They claimed that in the articles of association, the Indian partners of YES Bank must jointly recommend appointment of directors on the banks board. While Madhu Kapur is the legal heir of Ashok Kapur, she was not consulted before appointing the three directors. Rana Kapoor, co- founder, managing director and chief executive of YES Bank, recommended the appointment of Srinivasan and Chopra. Nanda was inducted as an independent director. The court had directed the board to consider appointing Gogia; it had rejected her candidature. The Kapur family also claimed that while filing her nomination, Gogia was asked to provide information that the three directors did not have to furnish. The documents further claimed it was not disclosed to the shareholders that Srinivasan was earlier engaged as an adviser and was drawing monetary benefits from the bank. Also, the bank did not inform shareholders that Nanda was a director and a member of the audit committee of Kingfisher Airlines till September 2011. "The track record of Kingfisher Airlines in its dealings with banks and financial institutions and the government is in public domain. In this regard, it is pertinent to note that the notice of the 9th annual general meeting fails to disclose the above and other material facts to the shareholders," the Kapur family said. They also alleged that the banks annual general meeting (where a majority of shareholders approved the appointment of the three directors) was not properly conducted. Srinivasan acted as chairman of the meeting even when the resolution concerning his own re- appointment as a director was being considered. " This is illegal, as he was interested/ concerned in the resolution," they said. The family claimed some of the agenda items for the meeting was neither proposed nor seconded by shareholders. A close friend of Rana Kapoor was appointed as one of the scrutineers and the signatures of proxies on the ballot papers were not verified by the scrutineers. In the draft amendments, the Kapur family have made the three newly appointed executive directors – Rajat Monga, Sanjay Palve and Pralay Mondal –parties to the suit. YES Bank mulls selling shares to two pvt equity investors BS REPORTER Kolkata, 8 July YES Bank plans to raise up to $500 million by selling 9.9 per cent fresh equity to two private equity investors. The private lender is also exploring options to raise funds through qualified institutional placement ( QIP) and global depository receipt (GDR) issue. "The decks are clear for our capital raising. We have received approval from the board, the shareholders, the Reserve Bank of India and CCEA ( Cabinet Committee on Economic Affairs) to raise up to $ 500 million," Rana Kapoor, co- founder, managing director and chief executive officer of YES Bank, told Business Standard. "One option is a combination of QIP and GDR. We are also seriously considering selling up to 9.9 per cent fresh equity to two private equity investors," Kapoor added. The countrys youngest private lender is likely to raise the funds by the end of December, 2013 depending on the market situation. Recently, the bank got the CCEAs approval to increase its foreign holdings to 60 per cent. The proposal was referred to the CCEA in April by Foreign Investment Promotion Board ( FIPB). The FIPB referred the proposal to the CCEA for consideration as it was beyond its investment approval limit of ₹ 1,200 crore. The banks shareholders had approved the resolution on the fund raising programme in the annual general meeting in June, 2013. YES Bank closed financial year 2012- 13 with a capital adequacy ratio of 18.3 per cent and tier I ratio of 9.5 per cent. On Monday, the banks shares ended at ₹ 466.10 on the National Stock Exchange, up 0.2 per cent from previous close. To raise up to $ 500 mn by December- end Court defers hearing to July 15 as bank opposes amendments Kapur family has said "defendant numbers 7 (Nanda) and 9 (Srinivasan) do not meet the fit and proper requirement of age criteria of 35 to 65 years, as prescribed by the RBI circulars being relied upon... Both defendant numbers 7 and 9 as per the annual general meeting notice are 69 years old" |
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Company Secretary, Chennai
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