A new research alleges that Reliance Industries and Reliance Communications have shortchanged investors by over Rs25,000 crore at the RCom formation and that profits have been inflated at RCom between 2006-2010 by almost Rs11,000 crore

A new research just released by Veritas Investment Research of Canada on 18th July titled "Brothers in Arms. Misappropriating a Fortune—The Full Version" alleges that Reliance Communications Limited "is the poster child of everything that is wrong with corporate India, and irrespective of management's assertions about "values" and "integrity" in various annual reports, we find no credible evidence of either in its financial statements or those of its former parent, Reliance Industries Limited."

One of the key discoveries of Veritas is that between the time RCom was demerged from RIL on 31 August 2005 and listed on 6 March 2006, "the ownership of promoters ballooned from 38.27% to 63% in RCom, under the guise of improving shareholder value and transparency. We firmly believe that the 821,484,568 shares issued to management, as per the "Scheme of amalgamation and arrangement involving reorganization" of the group telecom business, as approved by the High Court of Bombay and Gujarat vide orders dated July 21st , 2006 and July 18th, 2006, should be nullified."

As the detailed 50-page report, painstakingly put together by Veritas, bluntly puts it "…the much discussed Ambani split is a charade to deflect attention from a well thought-out plan to split family wealth via formation of similarly named companies, emboldened through strategically timed share allotments within those companies, confusing nomenclature and repeated name changes to enrich insiders at the expense of public shareholders."

The report argues that "the shareholders of RIL are the true owners of these shares, and that the risks and rewards of funding and creating the telecommunication business have been disproportionally allocated to management. We believe minority RIL shareholders should initiate action to recover monies usurped by RIL's majority owners." Veritas estimates that during the formation of RCom, RIL shareholders invested Rs13,675 crore into the business, compared to a paltry Rs186 crore by the management, but after listing on the BSE, the shareholding of minority RIL shareholders declined to 37% from 61.73%. According to Veritas, for the 821.48 million shares issued to management at the formation of RCom, RIL shareholders suffered a loss of Rs25,204 crore based on the March 06, 2006, RCom closing price of approximately Rs307. There are many other allegations in the report which we summarise as follows:

R Com's profit has been inflated: "We believe that on a cumulative basis from FY07-FY10, the Company has inflated its normalized profit before tax ("PBT") in the core telecommunication business by Rs 10,944 crore (US$ 2,408M).

Accounting Standards subverted: "We believe RIL and RCom have used Indian Accounting Standards and associated disclosures, the Court System, the Companies Act and various other mechanisms to enrich insiders at the expense of institutional money managers, minority shareholders and foreign institutional investors. We believe investors in RIL should be aware of management's hubris. Subsequently, via various accounting maneuvers, Reliance has inflated its EBITDA, EPS and book equity. Moreover, year-on-year comparability in most instances is compromised on account of whimsical accounting policy changes, use of "cookie jar accounting" to circumvent the P&L impact of cash expenses via creative use of unreliable non-cash general reserves, understatement of cash interest expenses via intermingling non-cash foreign exchange gains and losses in some years and excluding those in others, and changing depreciation policies enabling a one-time boost to earnings, etc."

Zero on Governance: "All these measures cloud the very purpose of the P&L statement. We believe that EBITDA, EPS, and book equity reported by the Company since 2006 are open to interpretation. We give the Company a zero rating on each of corporate governance, balance sheet strength, and accounting and disclosure."

Directors' role: "We also believe that directors at the helm of RCom and RIL have failed in their fiduciary duties, and that significant and meaningful reform is needed in Indian governance standards for the protection of minority interests and the institutional and retail shareholder base".

The shares of RCom are down 70% from the time it was listed in March 2006 while the Sensex is up 70%. According to Veritas, the equity value of RCom on a going concern basis is just Rs40 per share, compared to the current price of Rs94. RCom has just been booted out of the Sensex, which will take effect in August.

The bigger issue, as pointed out by Veritas is that "if the malaise identified by us at RIL and RCom runs deep in corporate India, and audited financials—which in the case of RCom are of questionable authenticity—are a hodgepodge of audited and unaudited results, SEBI guidelines and Indian Accounting Standards, the Companies Act and "legal opinions" based on interpreting the Companies Act, then investors have very little reliable information on RCom and many other Indian Companies."

India and China have been the darlings of global investors for years, since the worries about governance that kept investors worried in the 1990s, have faded now. However, questionable Chinese companies getting listed in the New York Stock Exchange through reverse mergers have brought back issues like corporate governance and accounting frauds to the forefront.

John Paulson, one of the best-known hedge fund managers (who profited hugely from the sub-prime crisis) lost $720 million when Sino-Forest, which claimed to have forest lands in China, turned out to be cooking up its books and lost 90% of its market value. Sino-Forest is just one of the scores of suspect Chinese companies dubbed "fraud-caps" which have got listed in the US, bypassing the supposedly tough scrutiny of the US regulator.

As Veritas points out, while it is all very well to chase the potential riches available to brave investors in large emerging markets far way from North American climes, "the economics of forecasting differs from the nitty-gritty of investing, and therefore, international investors have suffered both politically (BP in Russia, Google Inc. in China) and financially (Yahoo Inc. and Softbank in China), and more recently, investors have taken a bath on Sino-Forest."

As for India, Veritas points out "Then there is India, the land of the Taj Mahal, the Raj, Yoga, democracy and supposedly "rule of law". The western media has been recently enamoured with the enormous wealth of Indian billionaires and a rapidly rising middle class with its insatiable needs, giving rise to the next great consumer economy of the world. It is our contention that notwithstanding the many positives of a growing Indian economy, corporate governance, accounting standards and disclosure practices adopted by some of India's prominent companies are questionable."

Veritas claims to be Canada's largest and most followed independent equity research firm which writes "objective fundamental research you can trust."  
It claims that its unique forensic accounting-based research approach has proven that a careful understanding of financial information provides the key to a secure investment decision. Veritas, a 100% employee owned firm, claims to be a pure research company "which allows us to provide unvarnished advice when others might be conflicted."