In its UDRHP-I filing to Sebi, the company any ‘adverse’ outcome in legal proceedings involving Zostel may materially and adversely affect its business, reputation, prospects, results of operation and financial condition, including potential issuance or transfer of up to 7% of its shareholding.
The company signed a non-binding term sheet with Zostel Hospitality Private Limited (“Zostel”) and certain other parties for the potential acquisition of Zostel’s business which did not materialize. Zostel contended that while it had fully complied with all obligations outlined in the above-mentioned term sheet, PRISM did not take the requisite steps to finalize the acquisition process. PRISM disputed the claims in entirety on the ground that the term sheet was non-binding and was merely ‘exploratory’ in nature and no definitive documents were executed.
While the arbitrator passed an award holding that the term sheet was binding in nature, PRISM filed a petition before the High Court of Delhi challenging the award. The High Court of Delhi, set aside the award on the grounds that it was in conflict with the public policy of India.
Thereafter, Zostel filed an appeal under section 37 of the Arbitration and Conciliation Act, 1996 before the Division Bench of the Delhi High Court.
“If Zostel succeeds at a stage with a non-appealable order, our company may be required to issue or transfer up to seven per cent of our shareholding (or pay an equivalent monetary value) as per the direction of the court, to Zostel and certain other parties,” said PRISM in its filing. “We cannot assure you that we will not receive any adverse order or claim in the future or that such claims will not have a material adverse impact on us, our financial condition and/or shareholding structure and also in such case, our management’s time and attention and our Company’s resources may be diverted,” it added. People familiar with matters at the company said there is no ‘immediately enforceable’ share-transfer obligation against PRISM. “If any higher court rules in Zostel’s favor, it will set a precedent of enforcing a non-binding term sheet in any M&A,” said one of the officials.
The filings also mention the CCI matter. Based on information filed by the Federation of Hotel and Restaurants Association of India (FHRAI, against MakeMyTrip India Private Limited, Ibibo Group Private Limited and PRISM, the CCI directed an investigation to determine whether the agreement between MakeMyTrip India Private Limited, Ibibo Group Private Limited and PRISM was anti-competitive in nature, and contravened the Competition Act.
Pursuant to the investigation, the CCI held that the arrangement was anti-competitive within the meaning of the Competition Act and imposed a penalty on MakeMyTrip India Private Limited, Ibibo Group Private Limited of Rs 223 crore and a Rs 168.8 crore penalty on PRISM.
“Our Company has subsequently filed an appeal against the CCI order before the National Company Law Appellate Tribunal which has been admitted. The potential consequences if the appeal is dismissed include that we may be required to deposit the remainder (i.e., less the 10% of the penalty amount already deposited as fixed deposit receipt in relation to admission of the aforesaid appeal) of the penalty amount of Rs 1,68. 8 crore with the CCI, subject to any modifications by the NCLAT, if any,” stated PRISM in its filing.
“However, since there are no directions to the Company apart from the imposition of the monetary penalty, there will be no restructuring of our core commission model required or impact on Patron relationships. If the NCLAT dismisses the appeal, we will have recourse to challenge the NCLAT’s dismissal order before the Supreme Court. Accordingly, the above mentioned consequences will be subject to the outcomes of an appeal before the Supreme Court,” it added.
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