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| Exchange Disseminated Time | The Exchange had sought clarification from United Spirits Ltd with respect to disclosure dated April 25, 2015 titled "Notice under Clause 36 of the Listing Agreement" disseminated on Exchange website dated April 27, 2015 to submit the report mentioned in the Outcome of Board Meeting to the Exchange."
United Spirits Ltd replied stating "The report which is referred to in the Announcement is an internal inquiry report ("Internal Report") submitted by the MD&CEO to the board of directors of the Company (the "Board") in order to enable the Board to consider the findings and approve the steps to be taken. As you are aware, the key findings of the inquiry and the steps taken by the Board were promptly and transparently disclosed as part of the Announcement. However, we are not in a position to make the Internal Report available to the BSE for onwards public dissemination for the following reasons:
1. The Internal Report contains sensitive commercial and operational information concerning the Company and transactions and dealings involving various parties, and is confidential to the Company. A public disclosure of the Internal Report would provide the Company's competitors and other third parties with vested interests an access to such sensitive commercial and operational information of the Company, and thereby provide an opportunity for such parties to use such information in a manner that is prejudicial to the interests of the Company and its shareholders.
2. As disclosed in the Announcement, while the inquiry suggests that the manner in which certain transactions were conducted, prima facie, indicates various improprieties and legal violations, the Board was not in a position to make any final determinations with regard to the roles of any individuals involved, and accordingly directed the Company to report such transactions to the authorities as required under applicable law. A public disclosure of the Internal Report would potentially prejudice, and interfere with, the investigations by the relevant authorities and could also potentially lead to misuse of the evidence contained in the Internal Report. Such a consequence would be detrimental to the interests of not only the Company and its shareholders, but also of the public at large, in ensuring a fair and proper investigation.
3. Further to the Announcement and pursuant to the directions of the Board, a copy of the Internal Report has been provided to the Company's auditors for their review and further steps as may be required. As mentioned in the Announcement, the diverted amounts in connection with the receivables, advances and deposits owing to the Company have already been included in the provision made by the Company in the financial statements for the year ended 31 March 2014. The Announcement also mentioned that all of the dues owing to the Company from United Breweries (Holdings) Limited ("UBHL") aggregating Rs. 1,337 Crores were consolidated into a single loan agreement dated 3 July 2013 entered into between the Company and UBHL. Any further implications of the contents of the Internal Report on the accounts of the Company will be duly examined by the auditors and incorporated in the Company's financial statements for the financial year ended 31 March 2015 (which are due to be published by 31 May 2015). Pending the finalisation and publication of the audited accounts, it would be premature for any further public disclosures to be made in this regard.
4. As mentioned above and also in the Announcement, the Board has clarified that it was not in a position to make any final determinations with regard to the role of any individuals involved. In the event of a public disclosure of the Internal Report, the Company and its directors would stand exposed to the risk of allegations of having caused reputational damage to the persons against whom adverse findings have been reported in the Internal Report, and therefore risk potential claims or criminal charges of defamation being made by such persons, all of which would also be adverse to the interests of the Company and its shareholders.
With respect to your question seeking clarification on filing of any report as per Section 143 (12) of the Companies Act, 2013, as you are aware, the reporting obligation under this provision is on the company's statutory auditors. As mentioned above, the Company has provided a copy of the Internal Report to its statutory auditors for their review and further steps as may be required." |
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