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The Diageo-USL Saga: What Lies Beneath the Surface

Diageo, the world’s largest producer of spirits, currently owns about 54.78% of United Spirits Ltd (USL). The Diageo-USL saga commenced all the way back in 2008, when Diageo first registered an interest in USL. Then, in 2012, Diageo first picked up equity stake in the Vijay Mallya-led alcoholic beverage behemoth, and the story goes on. This is what the time-line of the deal looks like:

  • November 2012: Diageo picks up 25.02% stake in USL (at Rs. 1,440 per share); all the shares come from the founders;
  • January 2014: Diageo further buys 2.40% of USL through the open market (at Rs. 2,474.45 per share);
  • July 2014: Diageo acquires an additional 26% stake (at Rs. 3,030 per share); brings the total share-holding to 54.78%.

A few months down the line, a few cracks started to surface. There were murmurs of financial wrong-doings involving USL, United Breweries Holding Ltd. (UBHL) and Kingfisher Airlines Ltd. The new management that was put in place by Diageo, started an inquiry into these suspicions. One of the chief violations that was insinuated, was the possibility of inter-company transactions between USL and the UB group companies, which included the debt-ridden Kingfisher Airlines.

The much-delayed Q4 2014 results, which were announced in September, contained ‘qualifications’ issued by USL’s independent auditors, BSR. ‘Qualified’ financial statements either contain mis-stated values which do not affect the financial statements materially (substantially), or do not contain enough information for the auditors to issue an opinion.

There are 3 major issues that were pointed out by the auditors (as per an article in Livemint by Mihir Dalal):

  1. UBHL owes USL Rs. 1337 cr. USL had made provisions of Rs. 330 cr. with regards to this debt. Utterly inadequate. Considering the distress UBHL is under, they are highly unlikely to front this kind of money to repay. So, either USL would have to try harder in its efforts to procure the money from UBHL, or the entire amount should have been written off by USL. Either ways, Diageo would need to supervise and improve the finance department of USL and clean up their books.
  2. External debtors who owe USL cash to the tune of Rs. 590.7 cr., claim that UBHL, the parent company, owes them money. Some of them (Rs. 322.5 cr.) refuse to pay up, saying that they would do so, only if UBHL honored their debt agreements. Even though USL technically is in the green, considering that they can approach the legal route to recover the money, their debtors (as well as the auditors) genuinely feel that the situation stinks of financial impropriety. UBHL could have been used to push money from USL to Kingfisher, a situation which if true, could have serious consequences.
  3. A certain creditor, to whom Kingfisher owes Rs. 200 cr., says that his company has entered into an agreement under which they have claims on assets owned by USL. USL counters this by reiterating that any such agreements were not vetted by the Board, and hence cannot be enforced. Now, even though USL is in the clear as far as that statement goes, the fact that such agreements do exist, is a clear indication of malpractice and a serious indictment on the state of corporate governance.

Our View:

Corporate mis-governance is a serious threat to the thriving India story, and could definitely hurt investor confidence. Stories such as these reek of operational opacity, a strict no-no for investors.

As far as USL is concerned, the 3 issues high-lighted were only the ones that have been caught by auditors; there could be many more. If the fog lifts, and what we really see is a case of financial fraud, the ramifications could be ominous for the investor community looking at Indian companies. Why? Diageo is by no means a small player; with Revenues of 10.26 bn pounds, and Net Profit of 2.25 bn pounds, they are the world’s largest producer of spirits. If they themselves have issues trying to unravel the murky web of inter-corporate investments in India, the signs don’t bode well for other MNCs or foreign corps looking to pick up stakes in the India story.

Nevertheless, the Board of USL convenes tomorrow, the 30th, to decide whether or not Dr. Vijay Mallya should continue to be a director.

He has already been declared a ‘wilful defaulter’ by the United Bank of India; his continued presence on the Board could prevent USL from accessing any additional funds.

One thing is for sure; Kingfisher, USL, & UBHL have ebeen embroiled in a wicked and convoluted web for some time now, and Diageo seems to have bought its way into it. One can only hope that the mess is cleared out as soon as possible.

  • arun says:

    The role of people who did the due diligence for Diageo and the responsibility that they have towards the same needs to be questioned and analysed. If the debtors were bogus how come the same did not come to notice earlier.

  • Prashanth says:

    Pretty sure that Diageo had some kind of insight to the issues that maybe there unlike the case of Ranbaxy-Daiichi. But then again, ability to buy the market leader in a fragmented industry as Liquor in India comes with its draw-backs that over the longer term can be written off as good will 🙂