In your interest.
Online Personal Finance Magazine
No beating about the bush.
This cashless deal (worth Rs10,000 crore) is another case where a family-owned unit has been valued at a fancy price and dumped on a publicly-listed entity. But neither the regulator nor the investor community seem to care
According to media reports, DLF is planning to acquire DLF Asset (DAL) through its wholly-owned subsidiary DLF Cyber City, which will buy Caraf, an investment firm owned by KP Singh and family which owns DAL. The deal is valued at Rs10,000 crore, which according to the company will consolidate all its commercial assets under DLF Cyber City.
DLF Cyber City will issue fresh shares to the promoter family. Post this cashless acquisition, the promoter will own around 38% stake in DLF Cyber City and DLF’s stake will be reduced to 62% from 100% currently. DLF is set to list DAL on the Singapore Stock Exchange before March 2010. KP Singh and family are believed to have bought the shares through a hedge fund owned by DE Shaw for $500 million (around Rs 2,325 crore) in DAL last week. DAL has Rs7,300 crore in debts while the equity value is pegged at Rs2,500 crore.
Clearly, the promoters of DLF are at it again. The media report is self-explanatory. The questions are:
1. If DE Shaw paid $400 million in 2006, why has the family bought back the same assets at $500 million in 2009? Surely, the real-estate markets have crashed considerably in the following three years and if anything, the stake could have been bought back at half the price, if not lower? And if this is going to be the benchmark for valuing the family-owned company (DAL) that is going to be merged into DLF, surely it is a scam.
2. An ‘independent’ committee has been appointed to look into this so called re-structuring whereby another family-owned unit gets valued at a fancy price and gets dumped on a publicly-listed company. Will the committee ask the above question and more important, find out how many more such family owned ‘jewels’ are around which operate in the same sphere and will get dumped on the listed entities?
When DLF came for the IPO, it had several ‘synergistic’ businesses like hotels, commercial complexes on rent, cinemas etc. which determined its high valuation. Now the strategy for dumping some of them (which were synergistic) is to apparently get out of ‘unrelated’ businesses. How does something synergistic yesterday become unrelated today is for the ‘independent’ directors to mull over.
It is common knowledge that many promoters have umpteen companies that are used to siphon off money from listed vehicles. Instances like the one in the newspaper report above are sufficient grounds for any investor to dump the shares. How can one expect any fairness, so called ‘independent committees’ notwithstanding? Surely even Satyam had ‘independent’ committees. It is high time that every promoter makes a separate declaration about family owned/controlled entities which are going to get dumped on the listed vehicle.
The sad part is that investors (institutional or rational ones) are not bothered about any of this. For them, governance does not matter one bit. Regulators are more worried about form-filling compliance and unless there is a public hue and cry, they do not have the competence or willingness to go beyond ‘legal’ compliance.
Have the government, regulators and financial services providers become willing partners in keeping the masses financially illiterate?
Invest 12,000 every year for three years. After five years, get 72,000. Get gold coin free. Please contact 98xxxxxxxx.” I still keep getting such spam messages. This one was from an insurance agent selling unit-linked insurance plans (ULIPs). In the above...
A fool and his money are soon parted, the saying goes. Obviously, pathetic returns come in when an ’art’ fund is managed by an Investment Banker type. And valuation is so iffy that the winding-down realisation is at huge odds with the so-called ‘declared’ asset value.
What is interesting is that there is no regulatory oversight for any aspect of this kind of business. Brokers and investment bankers have milked this lacuna by selling such funds to people only because they get commissions which could be in the range of 6%-10% of the amount mobilised. And, of course, these ‘selling expenses’ are charged to the fund.
The interesting thing is that the products were actually sold to smaller guys also in lots of as low as Rs1 lakh. In their greed to grab the commission, the intermediaries left no one alone, big or small. Intermediaries approved by Securities and exchange Board of India (SEBI) selling non-regulated products should be probed and preferably banned. As it is, today many brokers are selling so many ’structured’ products, including ‘guaranteed’ products which can cause serious damage to any investor. SEBI has to wake up and impose a blanket ban on anyone selling any financial product that is not approved. Maybe the RBI could also step in. It is these kind of art funds, plantation schemes, time-share schemes, etc that cause financial bloodshed.
The main reason is that these products can be sold by anyone to anyone. Or take another interesting example. I saw an ad of a jewellery company called ’KFJ’ which offers a scheme whereby you contribute a fixed amount each month, for 30 months. At the end of 30 months, KFJ guarantees you gold for your money ‘at the lowest price which existed during the 30 months’. The arithmetic is not workable. Either KFJ is very certain that gold prices are going to keep crashing (in which case, the 30th month price would be the lowest and it can use the money for the period of 30 months) or it uses the money to speculate in other assets which offer returns that can make good the difference. I have a feeling that this is going to turn into a mega scam. If this is not deposit-taking or a collective investment scheme, I wonder what is. The Reserve Bank of India (RBI) is, of course, the ‘Big Sleeper’; one has to ‘bring to attention’ any wrongdoing and then RBI asks for its morning cup of coffee before getting to work.
Clearly, KFJ’s scheme is a Ponzi scheme in the making. It does not need any regulatory approvals, so KFJ can merrily trap the greed for gold in its main catchment areas in south India, where the craze for gold is legendary. Housewives will be eager victims.
Our regulators will not wake up. Teak plantation schemes, time-share schemes, chit funds, fixed deposits, land scams et al will thrive and smart conmen will vanish with the money. The investors have no protection at all from financial rogues who come disguised as brokers and insurance salesmen. I also feel that the investors who lose their money deserve it, simply because they are so greedy and gullible.
(Read Moneylife news breaks on Osian at http://www.moneylife.in/section/81/44584.html)