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. 
 
Comments
Gurjeev Anand
2 years ago
Well written
Sudhir Mankodi
2 years 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 years ago
An excellent article which deserves to be noted by the authorities concerned.
Parth Tanwani
2 years ago
May be the Beatles were right
\'ALL YOU NEED IS LOVE\'
sundar_ramang
2 years 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 years 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 years ago
Yes, Regulators like RBI are lax with defaulting entities, I can say it through my personal experience.
S.SuchindranathAiyer
2 years 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.
Nahom
Replied to S.SuchindranathAiyer comment 2 years 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 years ago
Situation is absolutely hopeless
There should be fear of LAW in the mind of all
rrajendran1953
2 years 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 years 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.
Shankeran MV
Replied to mywopy comment 2 years ago
Patriotism is different from integrity. There are very few. Even Younger Generation lacks these.
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