As the Central Bureau of Investigation (CBI), armed with Attorney-General Mukul Rohatgi’s opinion, moves closer to filing a charge sheet in the Aircel-Maxis case, the agency has received new evidence from Maxis which the company says proves that C. Sivasankaran, promoter of Aircel, was a willing seller and was not coerced into parting with it.
The evidence is a resolution of the Board of Aircel Televentures Ltd., dated December 19, 2005, which records the failure of talks with Pequot Ventures, a potential buyer, and recommends the offer from Maxis terming it “quite attractive”. The resolution, signed by four directors including R. Chinnakannan, Mr. Sivasankaran’s father, and V. Srinivasan, his brother-in-law, has been attached by Maxis Communications to a letter dated July 30 addressed to O.P. Verma, Director of Prosecution, CBI.
The resolution approved the transfer of shares held by Aircel Televentures in Aircel Cellular Ltd. and Dishnet Wireless Ltd. to Aircel Ltd. for a consideration of Rs. 500 crore to facilitate the sale of the consolidated entity to Maxis. The Aircel-Maxis deal was signed on December 30, 2005, and final payment was made in March 2006 by Maxis after receipt of all approvals.
>Mr. Sivasankaran, in a complaint filed with the CBI on October 9, 2011 , had alleged that he was coerced by the then Telecom Minister, Dayanidhi Maran, into selling Aircel to Maxis. He had alleged that the investment by Astro All Asia Network Plc., a Maxis group company, in Sun Direct TV in 2007 was a quid pro quo for the favour done by Mr. Maran to the Malaysian company.
Astro agreed to invest Rs. 549 crore for a 20 per cent stake in Sun Direct in April 2007; the payments were received in four tranches from December 2007 to September 2008. By then, Mr. Dayanidhi Maran was out of office as Telecom Minister.
The CBI registered an FIR against Mr. Dayanidhi Maran, Kalanithi Maran, Sun Direct TV Ltd., Maxis, Astro and a couple of directors in the two Malaysian companies. The Maran brothers produced evidence to prove that the valuation of Sun Direct by Astro was in line with the market and that the funds infused were used entirely for the business and not diverted to them.
They pointed to a valuation report by Enam Financial in June 2007 that pegged the value of Sun Direct at between $770.17 million and $897.7 million, which at the then prevailing exchange rate worked out to between Rs. 3,465 crore and Rs. 4,039 crore.
This valuation document was filed with the Malaysian stock exchange by Astro, which is listed there. The sum of Rs. 549 crore that Sun Direct got from Astro for its 20 per cent stake is substantially lower than this valuation, which means that there is no element of payback.
Maxis’s latest letter to the CBI also attaches legal opinion from Justice S.H. Kapadia and Justice V.N. Khare, who reviewed the award by the Arbitration Tribunal in Singapore and found that Mr. Sivasankaran was a willing seller. Justice Khare pointed out that Mr. Dayanidhi Maran made the alleged coercion call to Mr. Sivasankaran on November 12, 2005, but the latter continued to negotiate with Maxis until November 17.
Also, one of the four options given by Maxis during the negotiations on November 16 was to retain a 26 per cent stake in Aircel. These options would not have been given if there had been coercion, the legal opinion pointed out.
The Singapore Arbitration Tribunal had deemed the deal as an arms-length bona fide commercial transaction which was accepted by Mr. Sivasankaran. The tribunal had imposed costs of $7.9 million on him of which he has already paid $1.4 million to Maxis.
