Jet Airways Acquire Air Sahara

The airline was established on 20 September 1991 and began operations on

3rdDecember 1993 with two Boeing 737-200 aircraft as Sahara Airlines. Initially

services were primarily concentrated in the northern sectors of India, keeping Delhi

as its base, and then operations were extended to cover all the country. Sahara

Airlines was rebranded as Air Sahara on 2 October 2000, although Sahara Airlines

remains the carrier's registered name. On 22 March 2004 it became an international

carrier with the start of flights from Chennai to Colombo. It is part of the

major Sahara India Pariwar business conglomerate. The uncertainty over the

airline's fate has caused its share of the domestic Indian air transport market go

down from approximately 11% in January 2006 to a reported 8.5% in April.

Buyout by Jet Airways

Jet Airways announced its first takeover attempt on 19 January 2006, offering

US$500 million (2000 crore rupees) in cash for the airline.]Market reaction to the deal

was mixed, with many analysts suggesting that Jet Airways was paying too much for

Air Sahara. The Indian Civil Aviation Ministry gave approval in principle, but the deal

was eventually called off over disagreements over price and the appointment of Jet

chairman NareshGoyal to the Air Sahara board. Following the failure of the deal, the

companies filed lawsuits seeking damages from each other.

A second, eventually successful attempt was made on 12 April 2007 Jet Airways

finally announced a takeover of the much smaller Air Sahara at a cost of Rs. 1450

crore ($346 million) last week, ending prolonged speculation over the deal which had

been announced originally in January 2006. With this merger, the process of

consolidation has begun in the country's civil aviation industry. It will emerge as the

largest player in the Indian skies. The private sector Jet-Sahara combine will end the

dominating role of the public sector with the new corporate commanding as much as

32 percent of the domestic market space. The scene may change after a few years

AMAN BHATTACHARYA Page 1

with the proposed merger of Air India and Indian Airlines, but Jet-Sahara will be the

leader for some time to come.

The new management of Air Sahara announce that the merger is not likely to impact

domestic fares for the time being, in view of the stiff competition between the

numerous players in the civil aviation sector. This is despite the fact that Jet-Sahara

along with the public sector Indian Airlines will hold a commanding 55 percent of

market share.on 16th of April Jet Airways has decided to transform Air Sahara into a

low cost carrier, to be known as JetLite.

The merger of the two airlines gives Jet Airways access to the entire leased fleet of

about 27 aircraft of Air Sahara as well as to the infrastructure and logistics of the

smaller airline. It will also give Jet a pan-India presence as Sahara is operating in

many areas where Jet is not present in that time. Even in the international arena,

Sahara becomes complementary to the larger airline. While Jet has a presence in

long-haul routes to the US and Europe, Air Sahara is operating to neighbouring

countries like Sri Lanka, Nepal and Thailand. Where Jet has about 62 aircraft and

operates 320 flights to 44 destinations within the country and six in foreign countries

in that time.

One of the gains for Jet in the deal is access to Sahara's parking slots in London's

Heathrow airports as well as in Delhi and Mumbai. Besides, with the huge shortage

of airline pilots, it can now draw upon the bank of Air Sahara's pilots. Other

maintenance facilities of the smaller carrier will also be available within the country.

The company, however, owns none of Air Sahara's 27 aircraft. With all the aircraft

being leased from other companies, Jet does not really gain much in terms of

tangible assets especially since Sahara will not be transferring its real estate or

helicopters. In contrast, when the deal was initially unveiled in January 2006, the

plan was for takeover of all of Air Sahara's assets at a price of Rs. 2300 crore ($545

million).

AMAN BHATTACHARYA Page 2

Significantly, the takeover of Air Sahara comes at a time when Jet's market share is

much lower. It had at one stage commanded a 40 percent share but then at about

27 percept. With growing competition, profits have lost their sheen though the

company was in the black in the third quarter of that year.

The Jet initiative to buy out Sahara has begun a new phase in the domestic civil

aviation sector. The liberalization of the economy had earlier virtually led to a

thousand flowers blooming in the country's skies with numerous airlines being

launched and dying fairly rapidly at that time. These included the erstwhile East West

Airlines, Modiluft and Damania that created a stir as the first wave of private airlines.

Jet Airways survived that phase, only to be met with a whole host of newer players

like Air Deccan, Kingfisher and Spicejet. Other airlines like Kingfisher are also

looking to take the same route to quick expansion. The later years it seems thus well

see a shakeout in the industry, ultimately leading to a few large players commanding

the market rather than a host of smaller ones. Till then, however, the consumer is

going to remain spoiled for choice in the airline business and till now it show the

growth. Due to economic down turn Jet Airways and kingfisher merge in the year of

2008 to survive in the market.

Reason behind Take over

Jet wants to be a king of Indian Aviation industry and it help to defeat the king of

good time Dr.VijayMallya chair Person of Kingfisher Airlines. Sahara is the second

most popular airline in India after Kinghfisher Airlines. Then jet airways go for

Horizontal Merger/Acquisition. But till now Kinghfisher is the leader of Indian Aviation

industry and it is the only five star classes in India.

AMAN BHATTACHARYA Page 3

History

Standard Bank of British South Africa, founded in 1863, and the Chartered Bankof

India, Australia and China, founded in 1853.Both companies were keen to capitalize

on the huge expansion of trade and to earn the handsome profits to be made from

financing the movement of goods between Europe, Asia and Africa. The Chartered

bank was founded by James Wilson following the grant of a Royal Charter by Queen

Victoria in 1853. Chartered opened its first branches in Mumbai (Bombay), Kolkata

and Shanghai in 1858, followed by Hong Kong and Singapore in 1859.

The Standard Bank was founded in the Cape Province of South Africa in 1862 by

John Paterson. It was a commenced business in Port Elizabeth, in January 1863. It

was prominent in financing the development of the diamond fields of Kimberley from

1867 and later extended its network further north to the new town of Johannesburg

when gold was discovered there in 1885. It expanded in Southern, Central and

Eastern Africa and, by 1953, had 600 offices. In 1965, it merged with the Bank of

West Africa, expanding its operations into Cameroon, Gambia, Ghana, Nigeria and

Sierra Leone. From the early 1990s, Standard Chartered has focused on developing

its strong franchises in Asia, Africa and the Middle East. It has concentrated on

consumer, corporate and institutional banking and on the provision of treasury

services - areas in which the Group had particular strength and expertise.

SOME BASIC IMPORTANT FEATURES

Standard chartered bank is basically a multinational bank that is providing

services not only in India but also worldwide.

Today the size of the man power of S.C.B. in nearly about 75,000 people

and out of which approx. half are women's.

AMAN BHATTACHARYA Page 4

Today S.C.B. has the maximum percentage of share in capturing Indian

high networthindividual market.

BANKS VISION

To be leader of the Indian market by capitalizing and utilizing all the

experience,workforce and opportunity.

To be the world’s best and biggest international bank.

VALUES AND BELIEFS

TRUSTWORTHEE

INTERNATIONAL

COURAGEOUS

CREATIVE

RESPONSIVE

Trust Products and Services

Trust products and services are made available through the opening of a Directional

Living Trust, Directional Trust, or Directional Investment Management Account. 

The trust funds set up by individuals and corporate accounts  are invested in

accordance with client´s instruction in investment outlets.

1. Trust accounts are not covered by the Philippine Deposit Insurance Corporation

(PDIC) and losses, if any, shall be exclusively for the account of the trustor and/or

beneficiaries unless directly caused by gross negligence of the Trustee. Certain

placements/investments may be covered by PDIC (i.e. term and regular deposits

only).

The Trust Agreement does not guarantee a yield, return or income from any

investment made by or on behalf of the Trustee. Past performance of the account or

any of its placements is not a guaranty of future performance and the income, if any,

of investments may fluctuate depending on prevailing market conditions. 

2. Corporate account is a juridical entity such as but not limited to corporations,

institutions, organizations or incorporated funds (e.g. employee benefit accounts,

pre-need accounts and other institutional trust accounts, etc.).

AMAN BHATTACHARYA Page 5

Product & Service

Personal Banking

Priority Banking

Private Banking

SME Banking

Wholesale Banking

NRI Banking

Insurance & Investment

Loan

Corporate History and Structure

The UB Group

The UB Group was established in 1947 when the

late Mr.VittalMallya(Dr. Vijay Mallya’sfather)

acquired United Breweries Limited. In the period

1950 to 1960, United Breweries expanded rapidly

and made numerous acquisitions.It entered the spirits business by acquiring

McDowell in 1951, and launched its flagship brand,Kingfisher Lager Beer, in 1955.

Mr.VittalMallya started creating a global conglomerate by moving into agricultural-

based products and medicines by acquiring KissanProducts and forming a long-term

relationship with Hoechst AG of Germany to promote a company today known as

Aventis Pharma.In the mid-1970s, when liquor prohibition seemed a possibility in

India, the late Mr.VittalMallya acquired breweries and distilleries across the country.

The significant amount of financial risk taken byMr.VittalMallya in acquiring these

breweries and distilleries enabled United Breweries to attain a market leadership

position at the end of the prohibition threat.

The UB Group has continued making acquisitions and also diversified into aviation,

fertilizers, engineering, infrastructure, media (through the “NDTV Good Times”

channel) and international trading.

AMAN BHATTACHARYA Page 6

The UB Group Today

The UB Group has a presence in several countries across Europe, North America,

the Caribbean, the Middle East and Asia, with diverse interests in brewing, distilling,

aviation, property development, engineering, fertilizers and information technology. It

is also the largest Indian manufacturer of liquor products (beer and spirits), which

accounts for a substantial portion of the UB Group’s turnover, according to Euro

monitor. Under the leadership of Dr.Vijay Mallya, USL has become the world’s third

largest manufacturer of spirits and UBL has 53% of the market share in India. USL,

the flagship spirits company of the UB Group, is among the largest manufacturers of

IMFL in India and grew to its size through a series of acquisitions. See “Our

Investments — Business Operations of our Core Investments — USL”.

As of September 30, 2007, USL controls about 60% of the domestic market in first-

line brands, and is the 3rd largest player in the world by sales volume. USL owns

nearly 150 brands, 15 of which are “millionaire brands”. The following brands of USL

are among the “Top 100 Spirits Brands Worldwide” list, put forth by Impact

International: Bagpiper, McDowell’s No. 1 Whisky, Celebration Rum, McDowell’s No.

1 Brandy, Director’s Special, Old Tavern and Hayward’s Whisky.

UBL, the flagship brewing company of the UB Group, is among the largest brewing

companies in India. Its brands are currently widely available both within and outside

of India. UBL owns several breweries across India. In April 2002, S&N entered into a

Shareholders’ Agreement with certain members of the Promoter Group with respect

to creation of UBL. We intend for the UBL-S&N relationship to give the Kingfisher

beer brand a boost in overseas markets through Scottish &Newcastle’s wide

distribution network. Scottish & Newcastle will also introduce its brands in the Indian

market 179.

According to the journal the construction of UB City, one of the largest mixed-use

developments of real estate in the heart of Bangalore, and whichis intended to be the

new headquarters of all of the companies in the UB Group. The construction of UB

City is almost completed.The UB Group also owns interests in MCF, makers of the

“Mangala” brand of fertilizer that is popular among farmers in South India.

AMAN BHATTACHARYA Page 7

The UB Group owns interests in UB Engineering, which specializes in the Installation

of industrial plants. Its turnkey division has worked on projectsin India and overseas

in the areas of power, fertilizers, oil and gas, fire fighting, effluent treatment plants,

agrotech and other sectors, from concept to commissioning, on-site fabrication,

installation, overhauling and maintenance.

In the year of 2005 the UB Group launched KFA in India. Within 29 months of its

launch, KFA expanded its fleet to 22 new Airbus A320 aircraft and 12 new ATR 72-

500 Aircrafts which offer around 1,400 flights weekly across India. KFA is planning a

possible corporate restructuring with DAL, which would provide it with access to the

low-cost carrier market.

In May 2007, the UB Group purchased a 26% interest in DAL, which was increased

by 20% to 46% in October 2007. DAL runs Deccan, a low-cost scheduled carrier, as

well as Deccan Aviation, a chartered aircraft service. Today, the UB Group is one of

India’s largest corporates with a turnover in excess of Rs.77,800 million for fiscal

2008.But in economic downturn it fall down by 7 percent in the year of 2009.

Business Interests of UB Group

Beverage Alcohol:

The UB Group is 3rd largest spirits marketer in the world, with overall sales of 60

million cases. The company offers 140 brands at varying price points. Some of the

famous brands of the UB Group are: Bagpiper Whisky, McDowell's No.1 Whisky,

Director's Special Whisky, McDowell's No.1 Brandy and McDowell's Celebration

Rum.

Pharmaceuticals:

The group's company Aventis Pharma Limited is the second largest pharmaceutical

multinational in India. It develops and markets branded prescription drugs and

vaccines.

Media:

The UB Group also has a shareholding in Asian Age Holdings Ltd, the company that

owns and manages daily newspaper, The Asian Age.

AMAN BHATTACHARYA Page 8

International Trading:

The Group's company UB Global Limited is a recognized export house engaged in

the export of Beer, Spirits, Leather Footwear and Processed Foods. The Company

also exports Pharmaceutical Products and customized perfumeries.

Fertilizer:

Mangalore Chemicals & Fertilizers Limited is under UB Group's management. It has

a manufacturing capacity of 2, 17, 800 MT of Ammonia and 3, 80,000 MT of Urea.

Research & Development:

VittalMallya Scientific Research Foundation (VMSRF) was established in 1987 with

the objective of developing newer and novel technologies that will have substantial

application in industry and health care. The foundation is it is recognized by the

Departments of Scientific & Industrial Research (DSIR), Dept. of Biotechnology

(DBT), Council for Scientific and Industrial Research (CSIR) and the Ministry of

Finance, Govt. of India.

Aviation:

UB Group entered aviation sector in 2005 with the launch of Kingfisher Airlines

Limited. Kingfisher Airlines has captured an impressive market share and has

established a niche identity for itself. The airlines recently acquired 25% stake in

Deccan Airlines.

BOARD OF DIRECTORS AND SENIOR MANAGMENT

As per the prescribed for corporate governance by SEBI, our company was required

to implement the corporate governance code in the financial year 2001- 2002.

However, as a proactive step, our company introduced several initiatives on

corporate governance well before our company was enjoined to do so under the said

guidelines.

MANAGEMENT

UBHL is managed by board of directors, and management team consisting of head

of finance, internal audit, taxation, infrastructure deployment, and trading and human

resources.

BOARD OF DIRECTORSWe currently have directors on our Board The following table seat the detail of our board of directors as of the date of this preliminary placement document.

AMAN BHATTACHARYA Page 9

NAME DESIGNATION AGE

1. DR. VIJAY MALIYA CHIRMAN: 51

2. MR. N. SHRIVASAN DIRECTOR: 76

3. MR.SHRIKANT G. RUPAREL DIRECTOR: 66

4. MR.P.A.MURLY DIRECTOR: 49

5. MR.A HARISH BHAT DIRECTOR: 53

6. MR.SIDHARTH V.MALAYA DIRECTOR: 20

7. PIYUSH G. MANKAND DIRECTOR: 62

8. B.S.PATIL DIRECTOR: 63

9. R.N.PATIL MANAGING DIRECTOR: 51

INDIAN SUBSIDIARIES

· KFA Limited

· KFR

· Kingfisher Aviation Training Limited

· UB Electronic Instruments limited

· UB Infrastructure Projects Limited

· UB International Treding Limited

· Kingfisher Training Academy Limited

· City Properties maintenance company Banglore Limited

FOREIGN SUBSIDIARY COMPANY

· Rigby International Corp.

· Nited Breweries of America., Delaware.

· Inversiones Mirabel, SIA

· McinoBrewing Co.inc. USA

· United Breweries International (UK) Limited

· UBSN Limited

· Relata Brewing Company, LLC

· UB Overseas Limited

· Rubic Technologies Inc, USA

· UBHL (BHI) Limited

AMAN BHATTACHARYA Page 10