When Vijay Mallya returns to India, he might find himself staring at a mountain of debt and nothing much to do.
If market regulator SEBI (Securities and Exchange Board of India) implements its newest norm — which disqualifies wilful defaulters from company boards — before Mallya returns, it could lead to a piquant situation for companies with him on their board.
Heineken stake Mallya is the Chairman and director on the board of United Breweries in which Dutch beer major, Heineken, holds slightly over 42 per cent and the UB Group, around 32 per cent.
What is more significant is that most of the directors on the United Breweries board are Mallya’s nominees and even the current Managing Director, Shekhar Ramamurthy, is his loyalist, though all of them have been duly elected by the shareholders.
As per the company’s website, of the 13 directors, including Mallya, four are foreigners and all from the Dutch company.
In case Mallya resigns from the board, Heineken, which holds a higher stake in the company, might have a bigger say in nominating its candidate for the chairman’s post. Therefore, the next AGM could actually see new faces on the board while Mallya will be absent from the chairman’s chair for the first time since he took over the post in 1983.
With reports about Heineken planning to buy UB Group’s stake in United Breweries gaining ground over the last year, it could actually become easier for it to do so. Last year, the UB Group’s stake was valued at over $1 billion.
But Heineken has publicly made it clear that it wants Mallya on its board and that it was happy with the current arrangement especially because of the experience Mallya brings to the company.
Lenders, however, will have no regulatory hurdles in trying to recover money from companies such as Kingfisher Airlines as well as UB Holdings even if Mallya resigns from the chairmanship of these entities. Both companies have also been classified as wilful defaulters.
The other listed entity, UB Engineering, does not have a chairman; it, however, has a managing director, a non-executive director as well as a non-executive independent director.
Another company in which Mallya was chairman till recently was United Spirits. He has, of course, stepped down from the chairman’s post after the parent, Diageo, forced him to quit. He is to be paid $75 million for quitting all posts in the liquor company and signing a no-compete agreement for the next five years. Mallya owes a consortium of lenders about ₹9,000 crore, including a principal amount of over ₹4,000 crore.
SEBI action On Sunday, SEBI chairman UK Sinha announced that the regulator had decided to bar wilful loan defaulters from raising public funds through stocks and bonds as well as from taking board positions in listed companies.
These norms will apply to individuals and companies declared wilful defaulter under the Reserve Bank of India norms. As per the norms, a wilful default occurs when there is deliberate non-payment of dues to a bank even if the unit has the capacity to honour the obligation. The definition also includes diversion of funds, that is, the loan money is not used for the purpose for which the debt was taken.