Wolf Hall: A Review

Wolf Hall by Hilary Mantel
My rating: 4 of 5 stars

A great but difficult read. The book demands some patient and involved reading atleast for first 100 pages or so to get some grip on the characters and a bit unusual writing style like the incessant use of "He" to allude to the protagonist of the story. I had to frequently consult wiki for some of the words related to the papacy and church on which the context of some of the parts of the book heavily relies. Then there is the case of an array of characters which with different titles which keep coming up time to time. The character index at the start of the book really helps the reader to sort through the maze of these characters.
But all these hurdles lead up to a rich and rewarding reading exercise of 650 pages about Thomas Cromwell who from a life of ruffian rises to a position next to the King of England. The book is a fascinating read both in terms of insight and drama. One gets quite an immersive experience in terms of relationship between the church, the king and the subjects. Of the characters I found Anne Boleyn to be most interesting with the air of mystique that is lent to her in the first part and thereafter the bitchiness that she acquires.
Before starting this book I didn't have any idea about these famous characters in history and so started it with no past baggage, and in that respect thus this book was quite enriching.

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Brand Prism : IIFT Delhi

Poison Pill as an effective anti-takeover mechanism in India

In India regulations pertaining to takeovers and mergers can be referenced to Takeover Code of SEBI 1997 and SEBI (Disclosure and Investor Protection Guidelines), 2000. The current regulations don’t pose any stifling difficulties at the very outset for the determined bidder of the company. It just stipulates that the potential acquirer needs to notify the SEBI and the existing shareholders if the number of shares that they hold of the target exceeds above 24.99%. The public announcement should contain the intention of acquisition, bid details like offered price per share, number of shares, future plans for the firm, change of control intended etc.

The poison pill, as we know, is associated with the issuance of rights or warrants that allows the existing shareholders of the firm to purchase additional shares at a discount so as to increase their shareholding and dilute the stake of the potential acquirer. Now, according to Indian law, it is illegal for a firm to issue such warrants or rights at a discount and can only be made with respect to the current market price of the company. Also the issuance of any such warrants requires the approval of shareholders. Since these regulations make the whole affair a long drawn process, poison pill as a protection mechanism is not very prevalent and effective in Indian context.

The intent of such regulations can be taken as something which is done to protect the rights of the shareholders who more often than not are left with some kind of value erosion by exercise of such rights in these circumstances. The situation gets aggravated when the board wants to thwart the takeover bid in an attempt to protect some vested interests and in the process issues such rights without shareholder approval thus undervaluing the company in the long run and eroding shareholder wealth.

One more regulation that makes poison pill mechanism ineffective is the ineffectiveness of Staggered Board defense. While in countries such as US only 1/3^rd members of the board can be removed per year, an aggressive takeover bid will require 3 years to work through the board of directors to redeem the poison pill. However in India the board can be replaced in a single shareholder meeting and the potential acquirer, if has a significant number of shares, can replace the whole board by flexing the required power of number of favorable votes.

Thus we may conclude that under the current regulations, Indian laws are takeover friendly and the mechanisms against takeover present in foreign countries are largely ineffective in India, unless Indian companies have some built-in mechanism to thwart the aggressive bidders as in the case of Tata Sons and some others.

Recently my class group visited Adani Port as part of our academic curriculum. Below is an excerpt from the final report.

Adani Ports and Special Economic Zone Limited - Mundra Port

1)    About Mundra Port and its Operations

The port is a mega structure spread over a very large area of 135 sq. km. It has been included in the mega structures by the National Geographic. The entire land has been taken on a lease on 100 years by the govt. of Gujarat.

1.1)            Location

Adani Ports and Special Economic Zone Limited (APSEZ) is located in the Gulf of Kutch on the west coast of India (Latitude: 22º 43’ 88’ N; Longitude: 69º 42’ 34’ E), situated 60 km west of Gandhidham in Kutch district of Gujarat.

The port is situated en route major maritime routes and is connected through rail, road, air & pipelines. This makes it a preferred gateway for cargo bound westwards. The port has been designed to handle all types of cargo viz. containers, dry bulk, break bulk, liquid cargo and automobiles

1.2)      Connectivity

Rail The port is connected to Indian railway network by a privately developed and maintained 76km rail line. This railway line connects multi-purpose terminals, Container Terminals, the dedicated Coal import terminal of Mundra Port to the nearest Indian Railways railhead at Adipur.

It was claimed by the port authorities that the Indian Railways lease this rail line and pay Mundra port for that!

Road The port is connected to the National Road network by NH-8A Extension and state highways SH6 & SH 48.

Air APSEZ has its own Airport at the approximate distance of 14.5 Kms. from the main port location. It is a licensed airport in ‘Private Category’ with Air Traffic Control (ATC) operated by the Airports Authority of India (AAI)

1.3)            Port Infrastructure

The multipurpose terminal has ten berths that can handle bulk, break bulk cargo. The draft length provided goes upto 15.5 m. Apart from this there are six container berths. The western side had three coal berths for the coal based terminal having the draft of around 17m.

Tug Boats The huge vessels are maneuvered and parked at the berth using one of 14 tug boats that the port possesses. These port authorities informed us that the tug boats were specially made in Japan and then shipped here. These were superior in quality to the regular Chinese tug boats that are used at other ports. The container tracking system has been developed by the port authorities.

Handling of VLCCs

VLCCs like Bunga Kasturi Lima having a gross tonnage of 157209 are been known to handled. The crude is carried to the port using single point mooring. The single point mooring operations are inspected using sub-sea inspection techniques.      The whole process takes around 48 hours to complete normally. The distance from the port is around 7 km of the mooring.

How is it different from Reliance Jamnagar operations: Since Jamnagar also has a refinery, that port has two deep sea pipelines connected to moorings – one for input and the other for the output from refinery. Mundra only has one for the input to port from the ship.

Handling of Coal Vessels

 Mega coal vessels like Frontier Queen are handled. The port handles more than 40% of total imported coal in India. The goal is to import 100 MMT of coal by 2020. The coal is also supplied from here to some of the power plants in the region one of them being handled by Adani Industries also with others being Jindal Welspun.

They have installed a 22km long conveyer from the port to the Adani thermal power plant so as to supply the coal as fast as possible as well as economically. The speed of the conveyer is 7.5m/s and is capable of transferring 2000 tons of coal per hour to the plant.

Coal Yard A coal stack-yard with a capacity in excess of 400k MT is present for effective handling of the imported coal.

There are 3 ways in which loading and unloading is done.

•RMQC (Rail Mounted Quayside Crane): It is used for loading/unloading large ships.

•RTG (Real Traffic Grabber): It is used for loading/unloading lighter loads and smaller ships.

•Mobile liberal cranes: Having a capacity of 12-13 tons. It is used for loading and unloading medium sized ships

Evacuation Infrastructure: APSEZ has also developed adequate infrastructure for evacuation of cargo keeping in mind the concept of the inverted funnel. According to the concept, the capacity of a port’s evacuation infrastructure should be more that it’s marine infrastructure

2)    Visit to Adani Power Plant

The plant has a total installed capacity of 4500MW with a division of 330*4 and 660*5 making it the world's largest single-location coal-fired plant in the private sector. The operations were divided into critical and supercritical. The output of the plant is connected to the western electrical grid which then flows to the national grid.

The process followed inside the plant is something like this:

Coal Reserves -> Bringing of coal using the long conveyor lines -> Crushing and Pulverization of the coal -> Formation of Steam -> Recycled with some efficiency