Café Coffee Day Scam: Corporate Fraud Will Remain Unchecked unless Wrongdoing and Collusion Is Severely Punished
It was exactly a year ago that the suicide of VG Siddhartha shook the nation. The seemingly visionary and successful founder of Café Coffee Day (CCD) had allegedly left behind a tragic note, admitting to serious financial difficulties and saying, “I gave up” and “I could not take any more pressure.” Siddharth’s body was fished out of a river on 31st July, two days after he had gone missing. 
 
The truth about those admissions is slowing coming out. Two newspapers have reported the contents of an investigation into Coffee Day Enterprises Ltd (CDEL) that was to be completed by 31st March. The board has hired Ashok Kumar, formerly of the Central Bureau of Investigation (CBI) and MR Venkatesh, a lawyer and a chartered accountant, to investigate Siddhartha’s letter. This happened after E&Y India, which had been appointed to take over CDEL’s finance functions last year, recused itself, citing conflict of interest. 
 
On 17th March, The Mint scooped the investigation findings to say that Rs2,600 crore was missing from the books through several related-party transactions with 48 subsidiary companies. It says, the diversion of funds had been going on for over a decade, but the money mostly went to service high cost borrowings from a set of private equity investors and venture funds. 
 
On 23rd July, a report in The Economic Times (ET) suggested that the hole in CDEL’s books may be significantly higher, at Rs3,500 crore-Rs4,000 crore, and alluded to ‘suspicious circular transactions’ between Siddhartha’s private company, Mysore Amalgamated Coffee Estates (MACEL) and CDEL group companies. According to ET, the money was used to service high-cost borrowings from international funds and partly to ‘bankroll some of his investments’.
 
This seems to tie-in with the revelations in Siddharth’s suicide note and reports about the CCD group having outstanding loans of over Rs11,000 crore comprising high-cost borrowings, often backed by unsustainable personal guarantees. 
 
 
According to ET, investigators attribute the debt crisis that eventually broke Siddhartha to the “movement of cash between public and private companies while maintaining strict silos within the organisation to avoid disclosure of the true financial picture.”
 
The report has yet to be made public; but, if these finding are true, then it appears that all the changes mandated by SEBI and the government have made little difference to how companies are being run.
 
Structure for Obfuscation: In CDEL’s case, while the holding company was listed, all the main businesses were in 48 subsidiaries. These included major ones like Coffee Day Global (the coffee retailing unit), SICAL Logistics, Tanglin Real Estate Development, Coffee Day Resorts and Way2Wealth Securities. This structure probably helped obfuscate the difference between Siddharth’s personal business vehicles, such as coffee estates or trading companies, from the subsidiaries spawned by the listed entity and created a fertile environment to move funds between the two sets of entities without detection. Worse, the most profitable businesses remained private.
 
Siddhartha was a politically connected person (PCP) by marriage and had his early training in one of Mumbai’s leading investment and broking company. Although he was considered a visionary who spotted the potential of Infosys (and co-underwrote its public issue in 1993 along with Enam Securities), MindTree, Kshema Technologies (sold to Mphasis), etc, there was always talk about his access to funds of powerful politicians from the south, with all the dubious baggage and pressure that it involves.  
 
 
On the financial side, Alpha Grep, a subsidiary of his brokerage and wealth management company, Way2Wealth, is under investigation over the high frequency trading (HFT) scandal at the National Stock Exchange (NSE) since 2015. All this ought to have attracted greater attention by the regulators and auditors, but did not.
 
According to ET, the core of the problem were the circular dealings between a private company, MACEL, which is 90% owned by Siddhartha’s father and CDEL. MACEL had an asset base of just Rs30 crore in FY18-19 with revenues of Rs4 crore and accumulated losses of Rs80 crore. But it had borrowed a whopping Rs4,000 crore from Coffee Day group entities. 
 
Satyam Redux: Siddhartha’s last letter says: “I am solely responsible for all mistakes. Every financial transaction is my responsibility. My team, auditors and senior management are totally unaware of all my transactions. The law should hold me and only me accountable, as I have withheld this information from everybody including my family.”
 
The ET report says Siddhartha “single-headedly oversaw cash management and deployment of funds, thereby blurring the lines between his personal companies and the public ones.”  Does the investigation confirm this absolutely simple modus operandi where the private firm returned funds to CDEL before the audit was due and transferred them back immediately thereafter?
 
So the big fat reserves shown by the listed entity were practically non-existent, the board and senior management knew nothing and the auditors failed to raise red flags. 
 
How is this even possible 11 years after Ramalinga Raju’s confession and similar claims sent shockwaves across the world? Mr Raju also claimed that he had committed a massive, long running fraud, single-handedly by retaining a complete grip over finance, while appointing professional managers to run operations. 
 
Mr Raju apparently “created so many silos within Satyam that only a few people at the top really knew what was going on,” said Ram Mynampati, Satyam’s former chief operating officer (COO) in an interview.  
 
Even in Satyam, like in IL&FS, it was not possible for anyone to cook the books for years without active collusion by auditors. The same is true of CDEL. The circular deals should have been detected easily enough by both, statutory and the internal, auditor, if they were not complicit.
 
Auditors Speak Up
Things remain shaky at CDEL. Earlier this month, it reported a consolidated net profit of Rs1,672.41 crore for the April-June quarter as against Rs21 crore in the previous quarter, all because of the sale of Mindtree shares. Around the same time, Nitin Bagamane, the interim COO has quit and the statutory auditor, BSR & Associates, quit citing ‘commercial considerations’. BSR also flagged the reliability of information and numbers received from group companies, especially pending the board-ordered investigation report. 
 
The official investigation report is supposed to be released soon; but the portions scooped by the media so far do not touch on one key issue. 
 
Disguised Lending: Siddharth’s last letter said, “I fought for a long time but today I gave up as I could not take any more pressure from one of the private equity partners forcing me to buy back shares, a transaction I had partially completed six months ago by borrowing a large sum of money from a friend.”
 
At the time of his death, it was widely believed that the reference was to KKR India. KKR had sidestepped the issue in a statement released then, which said, “We believe in VG Siddhartha and had invested in the company about nine years ago. We sold approximately 4.25% (of our total holding of approximately 10.3% in the company) in February, 2018 on the stock exchange and have not sold any shares before or after.” Sanjay Nayar, head of KKR India, resigned from CDEL’s board last November. 
 
Will the investigation tell us if KKR India or any other investor had also lent/invested in Siddhartha’s private companies that were helping themselves to CDEL reserves? Did they know about the circular dealings? The Mint report mentioned earlier, quotes a source saying, “Siddhartha provided his early backers such as Darby Overseas Investments Ltd, the private equity arm of Franklin Templeton Investments, and Sequoia Capital with annual returns of as high as 23%, mostly through loans.." 
 
Are ‘private equity’ investors allowed to act as lenders by structuring their loans as equity investment? If the investigation reports proves this, shouldn’t the Reserve Bank of India (RBI) have something to say about such disguised lending, especially when they know that promoters are fudging facts, siphoning money, or hiding information about their personal borrowing (against shares of listed companies) that has to be disclosed to stock exchanges?
 
Things had reached a point where mutual funds had also turned into lenders and helped promoters fudge their borrowing and evade disclosure to stock exchanges in the Zee-Essel group, Yes Bank and Anil Ambani’s ADAG. Their actions caused huge losses to their own investors without attracting any punishment. Unless such collusion is stamped out through strict action and penalties, just tinkering with rules of governance and disclosure will only be a burden on those who actually follow the rules. 
 
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    COMMENTS

    Gurjeev Anand

    4 days ago

    Well written

    Sudhir Mankodi

    1 week ago

    Very well researched and comprehended article. There are certain specific guidelines when Politically Affiliated Person (PAP) is financed. Was sufficient due diligence was done? Auditors , Board Members and Key Personnel should be held accountable and exemplary punishment should be meted out to them.

    banerjeeaurobindo

    2 weeks ago

    An excellent article which deserves to be noted by the authorities concerned.

    Parth Tanwani

    2 weeks ago

    May be the Beatles were right
    \'ALL YOU NEED IS LOVE\'

    sundar_ramang

    2 weeks ago

    Well written article..I doubt if we will ever improve compliance.RBI,SEBI,Auditors etc .do not care for the small investor investing his hard earned money in the stocks.Maybe that is why the valuations of the top companies like Nestle,HUL etc go sky high since the figures stated are reliable..

    Prasanna Joshi

    2 weeks ago

    The Auditors can face tort suits under Cos. Act for which minimum 100 members have to come together. How can one get them together without contacts of members? SEBI doesn\'t act in the interest of investors who had bought shares. NFRA may act against the Auditors of listed Co. and it\'s subsidiaries and 49 private Cos. Punishing them will set an example for others to do their duty and report truly to investors.

    ssk.pab

    2 weeks ago

    Yes, Regulators like RBI are lax with defaulting entities, I can say it through my personal experience.

    S.SuchindranathAiyer

    2 weeks ago

    I could not agree with you more. India's laws, designed to facilitate those who succeeded the colonial masters from being subject to law and the rusting colonial framework of Judges, Bureaucrats and Police provide the perfect machinery for Politicians and their cronies to loot the public. A pervasive culture of lack of accountability is now the norm.

    REPLY

    Nahom

    In Reply to S.SuchindranathAiyer 2 weeks ago

    That is the price we pay for changing Colonial Masters from Britain to US via so called nonviolent "Independence". It was US (the winner take all) which grabbed British assets after WW2.

    jjain782

    2 weeks ago

    Situation is absolutely hopeless
    There should be fear of LAW in the mind of all

    rrajendran1953

    2 weeks ago

    It appears Franklin Templeton through its subsidiary has indulged in lots of malpractice. Has this got any bearing with its shutting of six debt funds? This needs a thorough investigation to protect the hard earned money of investors.

    mywopy

    2 weeks ago

    In my opinion, we need to start recruiting the young and patriotic millennials into the top level regulatory governance positions of this country.

    This has started to happen at the primary regulatory bodies, like the way we now see young IAS officers taking charge over district level authority. But this is yet to happen at the top level regulatory bodies.

    The current system of appointing 55 plus uncles and aunties to manage the top level regulatory aspects of our country, doesn't seem to help.

    As you get older, the need to become corrupted for unlawful gains are higher. These corrupted officials of these regulatory bodies are either a family member or a friend of these fraudulent industrialists and are coerced into turning a blind eye.

    The young generation are now more patriotic to the long term well being of this country. As we seen in the case of the young police officer in Gujarat, who handed over her resignation when she was reprimanded for something what she done was right. Now young people like her wants to stand up and voice their concern over injustice.

    If things need to change for good, we need to see more young faves in charge of the top level regulatory bodies of this country.

    REPLY

    Shankeran MV

    In Reply to mywopy 2 weeks ago

    Patriotism is different from integrity. There are very few. Even Younger Generation lacks these.

    Offer for sale-OFS transactions allowed during trading window closure: SEBI
    In a major decision, the Securities and Exchange Board of India (SEBI) has permitted transactions of offer for sale (OFS) and rights entitlement during the trading window closure period.
     
    As per norms, listed companies have to use the trading window to monitor transactions, to prevent insider trading.
     
    "It has been decided that trading window restrictions shall not apply in respect of OFS and RE transactions carried out in accordance with the framework specified by the Board from time to time," said the SEBI circular.
     
    Sonam Chandwani, Managing Partner at KS Legal & Associates, said that listed companies, intermediaries and fiduciaries who handle unpublished price sensitive information would no longer be required to maintain a trail of such information flow digitally from such transactions.
     
    "In a welcome move from the regulator, designated persons and immediate relatives would herein not be restricted to trade in such securities even when the trading window is closed," she said.
     
    In another circular, the securities market regulator has said that listed companies, intermediaries and fiduciaries shall promptly inform the bourse regarding violations relating to code of conduct prescribed under the insider trading regulations.
     
    The concerned companies have to inform the exchange in a prescribed format.
     
    Chandwani said: "The shoddy state of insider trading laws adversely impacts financial circles and its stakeholders. The circular aims to ramp up the passage of information to the right authority and increase the quantum of investigations."
     
    She added that the SEBI Act and Companies Act penalise insider trading transactions, if and when found guilty, and realising the importance of prevention in such cases, the SEBI's circular is a step in the right direction by banking on the "abstain theory" which necessitates disclosure of any violations.
     
    This theory is applicable to directors, officials, employees or other associated or connected persons and is likely to serve as a deterrent, thereby flagging and uprooting the crime at its source, she said.
     
    Disclaimer: Information, facts or opinions expressed in this news article are presented as sourced from IANS and do not reflect views of Moneylife and hence Moneylife is not responsible or liable for the same. As a source and news provider, IANS is responsible for accuracy, completeness, suitability and validity of any information in this article.
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    Insurance Sector Woes: Can We Nail the Blame on the Regulator, IRDAI?
    Having discussed the flaws in the government proposal to firstly merge three of the four public sector general insurance companies and the subsequent proposal to recapitalise them, it was interesting to read an article “A case for scrapping IRDAI” in Business Standard on 16 July 2020 on the issue. While highlighting the need for greater regulatory intervention, this article raises a fundamental question: Where does the buck stop?
     
    Since the article focuses on the regulatory oversight of the nationalised non-life insurance companies, it may be useful to understand that government ownership of these companies has a bearing on their management and supervision and, thus on their performance. In our country, all regulators are in substance extended arms of the government and, therefore, it is somewhat naïve to assume that the regulators can afford to disregard the government’s wishes, formal or informal. The fate of a couple of high-profile banking regulators is a case in point.
     
    When examining the role of the regulator, it is important to remember that all over the world, regulators are one step behind the market. In India, initially the insurance regulator viewed its task as ensuring successful opening of the market, as evidenced by the number of new entrants. There were hardly any senior regulatory officials with prior exposure to the competitive behaviour of the key constituents of a liberalised market, namely, insurers and intermediaries. 
     
    The entire regulatory proposition was based on the vestigial learnings of the previous three decades when the nationalised insurers operated in a controlled environment. Little did the policymakers realise that once the market opens up, changed market realities will challenge the assumptions on which the regulatory framework was built.
     
    What was the defining characteristic of the controlled environment mentioned above? Before the opening of the insurance sector in the year 2000 when the Insurance Regulatory and Development Authority of India (IRDAI) began the process of licensing private sector companies, the four public sector companies operated in a regime of administered prices. 
     
    In insurance parlance this is known as tariff. The price for each class of insurance was set by an industry organisation called the tariff advisory committee which took into account the loss experience for various types of insurance covers, added acquisition and administrative costs to these and then arrived at a price. 
     
    In such an environment, profitability, should have been assured, despite which the nationalised companies made underwriting losses mainly because a broad spectrum of risks had to be underwritten by one or the other company, and because of high establishment costs. However, their investment income cushioned the underwriting losses and overall profitability was assured, safeguarding their capital base.
     
    As the private companies began entering the market, it was expected that they would make headway relying primarily on better service and lower establishment costs. The regulatory authorities overlooked one fundamental aspect of competition—price. It was assumed that the new entrants would stick to administered prices since that would be beneficial to them. 
     
    It was naively assumed that the new entrants would need the cushion of an administered price regime! However, most of the private companies started an unofficial price war as they were keen on gaining market share. Insurance in India is a cash and carry business—premium must be paid before a risk can be accepted. 
     
    Private companies rightly recognised that acquiring market share will give them enough volume to cover their establishment costs and the investment income on the cash-flow will cover underwriting losses. Theoretically, this was illegal; but the regulator left the policing to the tariff advisory committee which was a toothless tiger. This body could only impose fines, which it did when the instances of breach were brought to its notice, but the private companies calculated that their market share gains will far outweigh the fines. 
     
    Nationalised companies were unable to commit flagrant breaches of tariff and bled market share rapidly. Thus, we have the scenario that while the nationalised companies were losing market share, they were unable to rationalise their costs.  
     
    This was the prefect prescription for financial disaster. Eventually, the administered pricing regime in quite a few classes of business was dismantled and tariff advisory committee was closed down, but by then the market had tasted blood and the damage to the top and bottom lines of the insurance companies was done.
     
    Another important asymmetry was in the area of intermediary commission paid to brokers and agents. An upper limit on the intermediary commission was in force for various classes of business. This made sense in a government company regime, where the intermediaries had limited choice of suppliers, i.e., insurers.  
     
    Following the opening up, when there were nearly a dozen private sector non-life companies, the role of intermediaries became crucial. Since products were generally standardised, that is, the policy wordings were same or similar, two things happened. The first was that the intermediaries started bargaining with the insurance companies for higher commission. Secondly, they started pushing for lower prices. In several classes of insurance, where administered price still existed at least on paper, intermediaries gave business to companies that paid highest commission. 
     
    Initially, this went on under the regulatory radar, but when complaints about commission rate violations reached a crescendo, the regulator tried to step in via audits and fines. This gave a distinct advantage to the private sector insurers who were adept at accounting juggleries to hide the unofficial pay-outs under various other heads such as marketing and promotional expenses. The public sector companies enjoyed no such leeway and consequently lost a lot of good business. 
     
    The situation wasn’t much different in the life insurance industry. While the Life Insurance Corporation (LIC) operated through its office network, private sector companies relied mainly on bancassurance arrangements. They tied up with several banks for selling life policies. Initially, these were their promotor group banks; but recognising the scope of risk-free income, other banks too jumped on the bandwagon. 
     
    Just like non-life business, there were ceilings on intermediary commission in life business as well. However, barring a few honourable exceptions, both insurance companies and banks found a way around this. ‘Incentivisation’ became the buzzword. 
     
    LIC would not have been able to follow similar tactics, despite which it has been able to hold on to a respectable market share compared to its counterparts in the non-life sector. The other major challenge was rampant mis-selling. In an atmosphere of low consumer awareness, this was easy. This took various forms; but two examples should suffice. 
     
    Without considering a customer’s need or the ability to pay, investment products were sold as insurance. This meant that the pure life component of the cover was low, and annual premium commitment was high. Invariably, when the customer was not able to keep paying the annual premium in the ensuing years, policies were treated as ‘lapsed’. 
     
    The initial years of private sector life companies were characterised by high lapse ratio, to the extent that some of the companies were able to show an overall profit by virtue of lapsed policies whose premiums could be appropriated to the bottom-line!
    The regulator eventually wised up to this practice and fairly stringent regulations were introduced to check mis-selling and policy conditions relating to lapsing. 
     
    The prevalent narrative is to blame the poor performance of the government companies on management incompetence and corruption. This is simplistic and misses the woods for the trees. The reality is that some of the most competent and dedicated employees work in government companies.  
     
    The mechanics to check corruption actually work to demotivate the honest and fail to catch the real rogues. Conduct rules and procedural safeguards mirror those applied to civil services. The real reason for the poor performance of government companies is the government ownership. Whether it is Air India, nationalised banks or insurance companies, they are hamstrung by the very fact of government ownership.
     
    It is simplistic to assume that mere tightening of regulatory oversight will help improve the fortunes of the public sector insurance companies. These companies operate in a radically different internal environment due to governmental ownership. In theory, these are board-managed companies but in practice the government nominee, mainly one of the senior officials in the finance ministry, calls the shots, in the belief, and rightly so, that he or she represents the owner. 
     
    The management has little strategic autonomy. Human Resource (HR) policies, such as recruitment, compensation and promotions must follow the departmental pattern.  Disciplinary framework follows civil service rules. Thus, the management has little leeway to reward the good or punish the non-performers. Mandatory periodic transfers get in the way of professional and organisational excellence. 
     
    Insurance business works on trust and, at times, insurance companies have to find a way to pay a claim in the best interest of the business and to avoid undue hardship to the insured. This is near impossible in a set up where the spectre of the Comptroller and Auditor General (CAG) and vigilance haunts all decision makers. 
     
    At times, the ‘investigative’ regime gets so onerous that many senior officials become victims of a witch-hunt on the eve of their retirement. Contrast this with the fact that most of the private sector managers not only enjoy generous rewards for performance but can also look forward to a generous nest egg upon retirement in the form of share options or deferred bonuses! It is a miracle that management of nationalised companies chugs along regardless. 
     
    Government-owned companies can hardly be expected to hold their place in such an environment. No regulator in the world can supervise every action or audit every spreadsheet. When the business environment becomes untenable, wisdom lies in cutting one’s losses. That the policymakers have tacitly acknowledged this is evident by the decision to privatise Air India. 
     
    However, such a strategy is unlikely to meet with success in the case of the three nationalised insurance companies. The primary reason is that it is difficult to ascertain the hole in their finances. The attractiveness of their brands and infrastructure is questionable. Customer base in this business is transient. The best way is to let them wither away.
     
    The foregoing analysis leads to the inevitable conclusion that the buck for poor performance of nationalised insurance companies stops a at the owner’s table, the government. This is unlikely to change so long as the government continues to exercise its ownership, partially or fully. It is also unrealistic to expect that these companies will be allowed the autonomy that is needed for a turn-around.  
     
    Although the government has recently announced a privatisation policy for public sector enterprises, pumping capital in these companies in the hope of recouping the investment via eventual privatisation would mean throwing good money after bad. Under the circumstances, the question remains: How appropriate is it to pin the blame on the regulator?
     
    (Shrirang V Samant has worked in senior leadership roles in the General Insurance Industry, both in public and private sectors, in India and abroad. He has been privy to the transition of this industry from public to private sector in the country and was the founding CEO of a multinational insurance joint venture- JV in India.)
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    COMMENTS

    vydehi.ramamirtham

    2 weeks ago

    1. An excellent analysis - views expressed are so forthright considering that these come from someone who has actually soiled his hands working in the insurance industry.

    2. As is the case, people who retire from the insurance industry are able to express their honest opinions only after they retire. They are unable to do anything when they are in power.

    3. The entire business model of insurance needs to be upended. Insurers do lots of marketing to collect premiums but when it comes to paying claims, they suddenly become aware of the need to contain the claims ratios. There is a performance target to improve persistency ratios and reduce losses...

    4. Can you just imagine the scenario as a layman? You pay an insurance premium expecting that in future when you face a risk, the sum insured would come to your aid. But what is the reality? When it comes to paying an insurance claim, there would be hundreds of checks and procedural complexities and the insurance officers beam with pride when they have shortchanged a customer's genuine claim with all sort of technical jargons and rules - contribution, subrogation, etc.

    5. It appears that that principle of utmost good faith only applies to the insured. What about the insurance company?

    6. LIC is not sitting on a pile of wealth just like that. It is the result of collecting premiums in the last 50 or 60 years without the necessity of providing a service commensurate with the income earned. LIC is Indian Government's Kamadhenu. Do readers agree?

    7. The author has moaned about the plight of insurance officers in nationalized companies vis-a-vis those employed in private companies. But I recollect that there was a mass exodus of all these officers from government companies to private insurance companies. No one had stopped those who chose to stay back. The truth is that the proportion of committed and earnest officials in nationalized insurance companies is only miniscule. You visit any office of LIC and you observe the work culture there... this is enough to get a honest feel of how nationalized insurance companies work.

    8. In the end, it is the customer who suffers. Nationalised insurance companies offer poor service while private insurers go overboard with their aggressive stance and so-called digital marketing strategies under the garb of providing excellent service. But when it comes to paying the claims, ironically there is no difference in the approach between private insurers and the nationalized insurers.

    9. There is an urgent need to revamp the tied agency model in insurance. Will Money Life be interested in my article on the same? I don't know. I am only an insurance agent and not someone who had occupied a ceremonial role in a blue chip MNC.

    10. I must thank Mr Samant for an incisive analysis on the subject - we need to urgently re-evaluate the roles of the regulator which has become more like a censor board - sitting in the office and levying penalties. I am sorry to say this but the bureaucratic set up in the insurance regulator's office is completely anachronistic with today's digital era. We need new thinking ... that is radically different and out-of-the-box ... but does the regulator have the autonomy?

    The insurance sector needs to change with the times and its moth-infested policies and archaic rules aren't going to help anyone. It is a reflection of the times that customers have no choice - they have to choose between the devil and the deep sea.

    Rather than invest our hard earned money with these unscrupulous people, it is better that each of us maintain our own reserves that we can dip into when we face a risk! Self-insurance is one of the answers...

    jayaramm51

    2 weeks ago

    Yes. In the heady rush for privatization, the few norms that did provide some of reasonable insurance cover, with some "cover", when a accident did take place, was known, consistent and the ground rules, easily understood.
    The TAC, without any powers, were perhaps reasonable for some sort of quality and safety in the design and construction industry. This extended to HAZOP studies for process plants. The threat that if you did not comply, will mean higher premiums (very high); did make the industry follow the minimum requirements. The TAC inspectors were highly competent, professional, technically aware and went to the extent on post work checking / auditing.
    Retirees, both in the private, organized and public sectors, are perhaps opting out / incapable of paying their insurance premiums, now and the pandemic has exposed the evil side of the corporate / public medical "industry" ? A TAC could have set a checklist, for quick and easy assessment and regulatory action.

    It is still not too late ?

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