Seven fund houses, including ICICI Prudential MF, Reliance MF and UTI MF, which hold 3.93% stake in Maruti Suzuki would approach SEBI over the carmaker's deal with its Japanese parent
The stand-off between Maruti Suzuki India Ltd (MSIL) and its investors, especially mutual fund houses, seems to be worsening as these institutional shareholders are now planning to approach market regulator Securities and Exchange Board of India (SEBI) after the car maker failed to address their concerns.
Seven fund houses, including ICICI Prudential MF, Reliance MF and UTI MF, may again approach the company and also its Japanese parent Suzuki Motor Corp (SMC), over the proposed Gujarat project, say media reports.
According to reports, fund houses are planning to approach SEBI in a day or two with regard to their concerns over a proposed deal to transfer a Gujarat plant by MSIL to Suzuki.
These seven fund houses together hold 3.93% stake in MSIL, while 6.93% stake is held by state-run Life Insurance Corp of India (LIC), which has also sought certain clarifications from the company on the Gujarat plant matter.
Earlier in January, Suzuki decided to take over the setting up of a plant in Gujarat, proposed by its subsidiary MSIL. (Read: Maruti Suzuki: InGovern recommends voting against proposed arrangement with Suzuki)
The parent company would invest in the plant through wholly-owned unit Suzuki Motor Gujarat Pvt Ltd, which will manufacture vehicles exclusively for MSIL.
Mutual funds are opposing Suzuki’s move to make the proposed Gujarat unit its wholly-owned subsidiary as the deal would transform MSIL into a distribution company from a manufacturing one.
While SEBI is yet to hear officially from the fund houses, it is already looking into the matter on suo motu basis.
According to the new corporate governance norms, this deal can be construed as related party transaction requiring approval from public shareholders, but these new regulations are yet to come into force and would be effective from 1st October.
Last month, mutual fund houses had written a letter to Maruti Suzuki India chairman RC Bhargava highlighting investor concerns arising from the deal.
The fund houses in the letter had asked MSIL to again think over the decision as the same is clearly “neither fair nor in the interest of shareholders”.
Investors have shown concerns over turning this critical and highly profitable project into a 100 per cent subsidiary of Suzuki instead of MSIL.
They are of the view that the proposed deal is not in the interest of MSIL and its shareholders and would lead to significant erosion of value for the company.
Bengaluru-based InGovern Research Services also had advised shareholders of Maruti Suzuki, to vote against the country’s largest carmaker's proposal to enter into contractual arrangements for expansion with a 100% subsidiary of Suzuki, the dominant shareholder in the company. Japan-based Suzuki holds 56.2% stake in Maruti Suzuki.
Acting on a proposal sent by SMC, the board of Maruti Suzuki has agreed to an arrangement according to which expansion and production of the company branded cars will be undertaken by a 100% subsidiary of SMC on plots of land the carmaker had purchased in Gujarat in 2011. The subsidiary will produce vehicles in accordance with requirements of MSIL and will be sold only to the carmaker. The price of the vehicles to MSIL would include cost of production by the 100% subsidiary and adequate cash to cover incremental capital expenditure requirements. The return on this investment for SMC would be realised only through the growth and expansion of MSIL’s business. The subsidiary will always remain a 100% subsidiary of SMC.
According to InGovern, this is not a simple contract manufacturing arrangement, as the dominant shareholder of MSIL is 'the contract manufacturer' and can dictate the terms of any contractual arrangement.
The fund managers are also concerned over the royalty paid by Maruti to its Japanese parent. Besides, they have sought explanations on certain terms like incremental capex with respect to the deal.
Will Subrata Roy, who has defied regulators and courts thanks to his political backing, be finally brought to book?
Will Subrata Roy, ‘chief worker’ of the Sahara group have to be arrested to ensure his appearance in Supreme Court (SC) on 4th March? Will he, finally, understand the gravity of an unprecedented non-bailable warrant (NBW) issued by the SC and make an appearance without coercion? No. He has once again, employed the best legal brains in India to come up with more delaying tactics.
Most ordinary persons would not have dared to defy the SC once it had angrily rejected his plea for exemption from personal appearance, especially when he already faces restrictions on travelling abroad. However, the extraordinary Sahara saga that is being played out in multiple courts, for over three years, defies every rule in the book about fear and respect for judicial proceedings.
Even the NBW does not seem to have woken up this strange man with powerful friends among all of India’s movers and shakers. Immediately after the SC issued a NBW, the Sahara group released a letter from Sahara Hospital claiming that Mr Roy could not leave the bedside of his ailing mother. In effect, the man who usually flies private charters or helicopters could not leave the Hospital even for a couple of hours to remain present in court! The SC also has been extraordinarily patient with Subrata Roy. Its path-breaking order asking him to refund Rs20,000 crore to investors was back in August 2012.
That trial itself was marked by Sahara’s audacious strategy of making defamatory and contemptuous statements against the Securities & Exchange Board of India (SEBI) through full-page advertisements. This stopped only after SEBI, finally, hit back when Sahara went too far and called it a ‘sarkari gunda’. Meanwhile, Sahara’s battery of lawyers kept trying to delay compliance though endless appeals.
Until the SC put Sahara’s claims about the funds collected, repaid and the identity of its investors under the lens, none of India’s investigative agencies, nor the Reserve Bank of India (RBI), had dared to examine the endless source of a large gush of money.
There is also no clarity on what the group has paid in terms of service tax, income tax or to the provident fund, although it claims to employ hundreds of thousands of people. Even today, the SC is only looking at two specific companies that raised over Rs20,000 crore through a synthetic instrument called optionally fully convertible debentures (OFCDs) that were made to appear like financial paper that was under regulatory scrutiny and oversight.
As Moneylife has written earlier, nearly Rs20,000 crore raised by the two Sahara realty entities was to be managed by a tiny partnership firm of the promoters called M/S Sahara India. The documents submitted to the Supreme Court show this clearly; but it would not be a surprise if all the money, claimed to be raised by the Sahara pariwar from tiny investors, is similarly controlled.
How has Sahara avoided investigation and scrutiny by our revenue, intelligence and investigation agencies over the decades? That is a mystery that even a SC order may not solve. Maybe Arvind Kejriwal can.
SEBI is hell bent on making the corporate governance norms more and more tough. Its silence about United Bank of India saga shows how bogus its avowed stance is
On 13th February, the Securities & Exchange Board of India (SEBI) revised its corporate governance code, for the third time, making it stricter. The new code, effective October 2014, expects to ‘empower the board’ to ensure legal and ethical conduct of management. It also wants the board to evaluate, reward and, if necessary, remove senior management and ensure succession planning. The code, says an academic’s review, will create an ‘empowered board’ that is always vigilant, as opposed to a ‘passive board’ that usually gets active only during a crisis.
This strict code, with many laudatory provisions, will apply to all companies listed on our stock exchanges. Or will it? Look closely, and you can see that none of the new provisions will apply to the entire swathe of listed public sector undertakings (PSUs) that have inflicted big losses on investors. This is evident from the fact that neither SEBI nor the stock exchanges, who administer the corporate governance code through their listing agreement with companies, have uttered a word about the goings on at United Bank of India (UBI) that have mauled its share prices.
On 22nd February, its chairman & managing director (CMD), Archana Bhargava, suddenly opted for voluntary retirement citing health reasons. The finance ministry instantly accepted her application and allowed her to vanish from public view; she has not responded to our queries.
Ms Bhargava was allowed to opt for voluntary retirement after Reserve Bank of India (RBI) governor, Dr Raghuram Rajan, formally asked the government to remove her and supersede the entire board of the Bank.
Four days after Ms Bhargava’s exit, UBI’s board remains paralysed and unclear about its own future; the Bank is being jointly run by two executive directors. Anonymous sources, quoted in media reports, say that the board is unlikely to be superseded, despite the banking regulator’s recommendation, because it is a ‘politically sensitive time’. So, how will SEBI’s new corporate governance code help UBI investors who, at the very least, are entitled to a proper disclosure of facts from the board of directors? Do PSU boards have truly independent directors or empowered audit committees? Will they be exempt from the tough new norms and punishments prescribed by the SEBI code and the new Companies Act? The answer is: Yes.
Someone like Rajiv Takru, secretary (financial services), ministry of finance, will always call the shots at listed PSU banks. Management succession and remuneration will never be within the purview of these boards; but government appointees will continue to wield enormous influence on behalf of their political masters, crony capitalists and influence-peddlers. Investors, like those of UBI, who have lost over 70% of the value of their holding—the share price declined from Rs85 in January to around Rs25 (at the time of writing)—won’t even know who to demand answers from. Their source of information will continue to be media reports quoting anonymous sources.
Consider another angle. Reliable sources in the banking industry and the Bank say that Ms Bhargava may have exaggerated the bad loans below Rs10 lakh. For this, she blamed the core banking software (supplied by Infosys Ltd) which was unable to detect these. She is also accused of reckless lending by her own senior officers. These sources say that she was bent on declaring the entire portfolio, running into over Rs2,000 crore, as non performing assets (NPAs), which is a huge exaggeration. Many of these loans, they say, are likely to be written back in the coming months. If this happens, the share price may rise and investors who sold in a panic have reasons for serious complaint. Who will SEBI hold accountable? The passive board which does not even know its own fate? The government, as owner of UBI, for failing to make full and proper disclosures to shareholders? The RBI, as banking regulator, which remains secretive and does not disclose the true state of UBI’s finances or respond to rumours about merging the Bank with a stronger one? Clearly, the accountability of PSU bank boards or management is a hoax on investors.
If corporate governance norms do not apply to giant PSUs, or make a difference to politically connected companies like Kingfisher Airways, LANCO (of pepper spray in parliament fame) or NDTV, what is the purpose of tinkering with the rules? Our regulators, like our investigation agencies, will nitpick on compliance and harass companies who follow the rules or are not powerful enough block action. The same regulators will maintain a studied silence over the massive rise in bad loans of public sector banks that have even caused their unions to panic. SEBI is also silent about the misuse of funds by large corporate houses that use their political clout to get bad loans restructured repeatedly.
Here is yet another aspect to the governance conundrum in PSUs. In just over a year at UBI, Ms Bhargava precipitated a crisis by antagonising her entire board of directors over declaration of higher NPAs. She wrote to RBI asking for a forensic audit of UBI’s loans, since neither the RBI inspection nor the Bank’s external auditors had recognised the true extent of the rot in the Bank. Bad loans at the Bank trebled—from Rs2,964 crore in March 2013 to Rs8,546 crore in December 2013. The Bank, which was ‘profitable’ until the first quarter of 2013-14, reported a Rs489-crore loss in the second quarter which spiralled to Rs1,238 crore in the December quarter. Was this an accurate representation of the Bank’s finances? Nobody knows. The RBI governor’s letter, recommending Ms Bhargava’s removal, suggests that it does not see her as a crusading clean-up agent. However, our sources say that there is, indeed, a big increase in bad loans at UBI; but this is in line with those of all public sector banks. They also agree that much of her provisioning was high and, probably, exaggerated.
In fact, SEBI has allowed it to become a tradition for incoming chairmen at PSU banks (including State Bank of India) to declare higher NPAs so that their own performance shines in comparison to their predecessor’s. In a listed company, this would amount to a deliberate attempt to depress the stock price and ought to be investigated under price manipulation and insider trading rules. Will SEBI dare to launch such an investigation and initiate action? Or will Archana Bhargava and the UBI board of directors be allowed to fade away without accountability for her actions or consequences?
Let us now look at another aspect of how UBI and other listed PSUs make a mockery of SEBI’s corporate governance code. The universal view at RBI and UBI is that Ms Bhargava had extremely poor people skills and rode roughshod over her board of directors and senior management. However, neither shareholders nor employees have a say in the selection process.
Everybody knows that most appointments (barring rare exceptions) as bank chairmen are the result of hectic lobbying and dubious deal-making with corporate houses, brokered by notorious chartered accountants who turn up as finance ministry appointees at many banks. So Ms Bhargava, despite her patchy track-record at Canara Bank and Punjab National Bank about the quality of loans and other transgressions, apparently managed to bag a coveted assignment.
When hundreds of listed government companies (representing the largest block of assets) have no control over the appointment of their board of directors or their chairman and managing director, how fair is it for SEBI to keep making corporate governance rules more onerous?
Sucheta Dalal is the managing editor of Moneylife. She was awarded the Padma Shri in 2006 for her outstanding contribution to journalism. She can be reached at [email protected]