Stake sale deal in Vizhinjam port detrimental to public interest, says Kerala Leader of the Opposition Pinarayi Vijayan

Requesting the Securities and Exchange Board of India (SEBI) to examine whether the statement made by Adani Ports and Special Economic Zone Limited (APSEZ) regarding the share purchase and subscription agreement for Adani Vizhinjam Port Private Limited (AVPPL) complies with the contractual and regulatory requirements, Kerala Assembly Opposition Leader Pinarayi Vijayan said that if allowed, the proposed transaction will cause serious harm to the public interest in general and the people of India in particular. kerala

In the letter addressed to SEBI chairman on July 3, 2026, the former Chief Minister stated that as per the Concession Agreement dated August 17, 2015 signed by the government of Kerala and AVPPL, the concessionaire for the development and operation of Vizhinjam International Port, the concessionaire will not undertake or allow any Change of Ownership as per Clause 5.3.1 of the agreement. ‘Authority’ (Kerala government).

Furthermore, Clause 5.3.2(a) of the agreement makes it clear that transfer of more than 25% equity capital will constitute a ‘Change of Ownership’ requiring prior approval of the ‘Corporation’ in the interest of national security and public interest. The decision of the ‘Authority’ in this behalf shall be final, final and binding on the concessionaire. The proposed transfer of 49% stake in AVPPL fully meets this threshold, he said.

No communication with government

The Kerala government, on the other hand, stated in the Assembly on July 1, 2026 that it had not received any communication from AVPPL or APSEZ regarding this transaction before it was made public. The state government also recommended that the transaction be examined on grounds including national security, the common user character of the port, fair competition and prospects for future development of the port.

Mr. Vijayan also alleged that the proposed deal was also in violation of Schedule III and Regulation 30 read with SEBI Master Circular and Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements (LODR)) Regulations, 2015. Under the LODR Regulations, a listed entity is required to disclose, among other things, the sale or disposal of a subsidiary and its shares in the state, the expected completion date of the transaction and any relevant approvals. that such completion is conditional.

However, APSEZ’s statement only states that the transaction is “subject to customary approvals, including regulatory approvals.” In fact, such a proposal could be made only after obtaining the prior approval of the Authority (Kerala Government); this approval could not be obtained or even applied for before filing with the National Stock Exchange (NSE) and Bombay Stock Exchange (BSE).

‘Contract status was not disclosed’

Further, the statement does not state that a specific, named and binding contractual condition (prior approval of the Government of Kerala under Clause 5.3 of the Concession Agreement) exists and does not disclose whether a request for such approval has been made to the Government of Kerala as of the date of writing the letter.

Merely mentioning “customary approvals, including regulatory ones” in the disclosure does not meet the standard of adequate, accurate, clear and fair disclosure that Regulation 30 and Schedule III are intended to ensure. The approval in question is not a routine regulatory formality but the approval of the ‘Authority’ which grants the franchise on which the entire business of AVPPL depends and can terminate it in appropriate cases. In this context, SEBI is requested to examine whether the disclosure complies with these requirements.