Friday, December 14, 2018

The year that never was


Fake outrage, rotten governance and volatile markets left investors none the better in 2018

The plight of investors landing with a thud after riding high on indices touching their lifetime peaks neatly captured the frothiness of the year that was. Assets turned into ashes, solid business models seized up and the liquidity tap turned into a trickle. Sought-after retail lenders became outcasts and the virtues of low-cost deposits overshadowed the convenience of short-term borrowings. Near the end of its run, governance missteps, frauds and boorish behavior clouded the sunny optimism at the beginning of 2018. The stench of rotten practices enveloped the private as well the public sector, companies with dispersed shareholding and family-control. Cooking the books was not restricted to the promoters. Professional managers turned Ponzi operators. If the accomplishments of historical and mythical figures were sought to be equated with the height of their statues, the stature of the guardians of constitutional institutions, social icons and swashbuckling pioneers shrank as they tried to protect their fiefdoms in the wake of demands to share their cash-chest, snuff out misuse and adopt high standards of conduct. Auditors and independent directors shed their reticence and opted to depart than face the increasingly active shareholders. The eyeball-to-eyeball face-off between nations was not over geographical influence but to pacify the home base. The weapon in use was tariffs instead of bombs. Monetary authorities became the favorite target to take pot-shots as they grappled with the existential dilemma of being dampeners or drivers of growth.         

End of the year resembled end 2017, with Whatsapp continuing to remain the medium of message. If circulation of leaked financial results raised a storm then, the platform was preferred to air insinuations of dodgy dealings in boardrooms. Along with suspect news, fake outrage dominated the discourse. Frequent disclosures of breach of personal data mysteriously vanished from the public domain no sooner did the apex court restrict the usage of the unique identity number to subsidies and tax returns. The irony surely was not lost that these rebels searching for a cause did not balk from using social networks that tracked the user’s habit relentlessly to enlist warriors to their column. Amid the dire warnings of a contagion in the financial services sector crippling the economy, a housing financier merrily raised more than Rs 1700 crore. The distinction between dissent and deception blurred. Raids stemming from economic offences such as using shell companies and manipulating penny stocks to launder money were painted with ominous undertones of assault on freedom of expression. Easing of farmers’ distress due to output glut was linked to blanket waiver of loans without addressing the root cause: shift in India’s economic activity to manufacturing and services from agriculture. A suggested revision to compute GDP growth was welcomed as long it suited the narrative of higher historical expansion but was accused of being contaminated with bias when the method incorporating internationally accepted standards pulled down the past trajectory.     
 
There were plenty of reasons for investors to come out of the year that was dazed and puzzled. Their wealth as measured by the broad market had hardly moved. It was as if crude oil had never crossed US$80 a barrel, the rupee had not plunged to 74 a dollar and bond yields had not pierced 8%.  The Federal Reserve had not caused havoc by being hawkish and dovish. There never ever was disruption due to a new indirect tax. Neither was the country without a full-fledged finance minister for more than a month and central bank governor for a day. Yet, there were some reminders of the tumultuous times. A jeweler fled after depleting a bank’s treasury by Rs 11400 crore. A showcase of public-private partnership came down crashing under the weight of Rs 91000-crore debt. The mere five percentage point difference in tax on equity holdings for less than and more than a year turned the premise of investing for the long term upside down. Four new-age banks were set for a New Year with fresh hands on the top deck. Imminent share offerings from another four presented a striking picture in contrast: the eagerness of nationalized lenders to make provisions to clean up the balance sheet as against the private bankers masking bad assets and staying in the game without following the rules on ownership. While a state-owned airline’s disposal was grounded before takeoff, the frenetic search for a capable pilot to steer a private flyer looked likely to descend into a bumpy landing. The fastest-growing economy’s silhouette lighted up as last-mile power connectivity turned into a reality, cost of data went off the cliff and inclusive healthcare coverage became the world’s envy.


-Mohan Sule



Thursday, December 6, 2018

Winds of change


As stakeholders put pressure to reform or lose their companies, promoters are shedding their reluctance to let go control


A tsunami is battering the boardrooms of Indian companies. Ends can no longer justify the means.  Regulators are cracking down hard. Big and small companies are facing the ire of scorned investors. The central bank has denied extension to the bosses of two private banks for hiding bad assets. Another was forced to go on leave for favoring a borrower. One new-age banker’s method of reducing his holding got a stern rebuke and two small finance banks were reprimanded for not sticking to the timeline for dilution of stake. Lenders told a jeweler to service the debt instead of using the reserves to buy back shares.  Auditors of a food processor and an IT services retailer quit mid way through the finalization of the annual results, citing inadequate disclosures. A large-cap chemicals producer was dumped due to the inability of the promoters to explain the restructuring within the group. Costly acquisitions by a leading tech solutions exporter eventually saw the departure of the first CEO who was not the promoter. The legendary money manager of a home mortgage provider escaped narrowly from getting ejected by foreign investors for being on the boards of too many companies. The reappointment of the managing director of a tyre maker on a salary that was nearly 7% of the net profit that had declined by a third over the year was nipped by angry shareholders. A former chief of the market monitor had to quit shortly after his appointment as a director to rescue a cash-strapped financier and developer of infrastructure after pressure from institutional investors for his association with a bankrupt airline. The top brass of India’s leading trading platform was bundled out after a whistle blower complained of servers on the premises of some brokers allowing them to jump the queue.  A former bureaucrat charged with conspiracy in facilitating a shady telecom deal had to make a hasty departure from his top post at a private bank on the insistence of stock exchanges.
   
The war on bloated, sluggish and extravagant bosses is just one side of the story. The other important part is the shedding of reluctance by the owners to be the sole occupants in the cockpit. Technological disruption, leverage, change in market tastes and competition from deep-pocket players are shaping the decision. The Tatas and a German steel maker are now equal partners in their European venture and KM Birla, too, has joint custody with a UK group of the Indian cellular business. The Tantis manage Suzlon Energy with Sun Pharmaceutical Industries’ Dilip Sanghvi. The offer of the Essel group, in possession of nearly 40% of the total promoter holding, to offload half of the shares in Zee Entertainment Enterprises to a foreign investor is the latest wave of change that is shaking up family-run enterprises in India. After the upheaval in the media space as it transited from print to digital and cable to satellite, streaming services are posing a new delivery challenge. At home, Mukesh Ambani has created an insatiable beast for engaging fare and last-mile connectivity. It took a couple of months of tough negotiations for Zee to get back on to Jio’s menu. In the meanwhile, RIL snapped up two listed multi-system operators, putting pressure on the group’s direct-to-home broadcaster Dish TV and cable distributor Siti Networks, whose consolidated June 2018 quarter net loss widened 31% over a year ago.

Enlarging capital hurts return ratios. Leave aside hefty valuations, the market response to even modestly price offering from a struggling enterprise is uncertain. The Subhash Chandra group’s likely gradual withdrawal from the general entertainment segment follows Old Economy media mogul Rupert Murdoch’s divestment of his film and TV portfolio in a US$ 70-billion cash-and-stock deal to another conglomerate, Disney, while retaining the bouquet of news channels just as Zee Media Network will remain  within the fold. Fears of the National Company Law Board auctioning assets to recover bank dues have led to the scramble to sacrifice capital-guzzlers and peripheral revenue-earners. BK Birla of Century Textiles and Industries transferred the non-core business of cement to pare debt and embark on capital expenditure. Usha Martin sold its steel division to the Tatas to lighten the balance sheet and focus on the wire rope business. DLF put up 40% equity of its rental arm on the block to flank the real estate flagship. Naresh Goyal ceding major or complete control of ailing Jet Airways to the Tatas or to strategic investor Etihad Airways will be a logical move in the post Insolvency and Bankruptcy Code era. The honorable option for promoters is to live another day rather than be labelled as defaulters and get shut out of the capital markets. 

-Mohan Sule