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USL Gets Shareholders Nod for Diageo Licence Pact

United Spirits Ltd (USL) on Saturday said its minority shareholders have approved a proposal to enter into licensing and cost sharing agreements with certain subsidiaries of its parent Diageo Plc, which was rejected earlier last year.
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USL Gets Shareholders Nod for Diageo Licence Pact

New Delhi: United Spirits Ltd (USL) on Saturday said its minority shareholders have approved a proposal to enter into licensing and cost sharing agreements with certain subsidiaries of its parent Diageo Plc, which was rejected earlier last year.

The company said in a filing to the BSE that a special resolution was approved by the shareholders "with requisite majority" at an extraordinary general meeting held on Friday.

The company said 76.33 per cent of the minority shareholders approved its proposal, a tad over the 75 per cent requirement.

Although the promoter and promoter groups are required to abstain from voting, the filing said United Breweries (Holdings) Ltd, holding 2.90 per cent shares of United Spirits, and Kingfisher Finvest India Ltd, holding 1.14 per cent of the share capital, have exercised their votes in favour of the special resolution.

"Pursuant to the terms of the extra general meeting notice, the scrutiniser has invalidated the votes exercised by these entities," it said.

The proposal included entering into a licence for manufacture and sale agreements, distribution, cost sharing and other agreements by the company with its holding company Diageo Plc, the filing noted.

The approval by the minority shareholders comes nearly two months after they had rejected as many as 9 of 12 resolutions, including some pertaining to pacts with entities connected to erstwhile promoter Vijay Mallya.

Shareholders at the November 28 EGM had rejected approval to a loan agreement dated July 3, 2013 between USL and United Breweries (Holdings) Ltd.

They also did not approve pacts dated September 30, 2011 and December 22, 2011 between USL and and UBHL that required UBHL to sell to the firm certain immovable properties, it said.

Other resolutions that were defeated with requisite majority include approval of a services agreement dated July 3 2013 between USL and Kingfisher Finvest India, approval of a sponsorship pact dated June 11 2013 between USL and United Racing & Bloodstock Breeders, approval of a sponsorship pact between USL and United Mohun Bagan Football Team Pvt Ltd.

Some resolutions had to get shareholders' nod with new norms on related-party transactions coming to effect. The three resolutions that were passed related to erosion of net-worth of the company, sales promotion agreement and trademark licence pact.

USL is now controlled by world's largest spirits maker Diageo, which had acquired an additional 26 per cent shares in USL for Rs 11,448.91 crore in July with an aim to take its total stake in the Indian firm to 54.78 per cent.

Liquor baron Vijay Mallya has been recently re-elected as non-executive director and chairman of United Spirits.



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