Friday, May 6, 2011

How to cheat a banker?

Wockhardt Ltd is being pulled in to winding up (or winding down??) by the group of lenders who foolishly put money in to FCCB (Foreign Currency Convertible Bond) issued by the company. Whilst I have nothing for or against the company, the issue is a far bigger one. And our High Courts have promptly granted a ‘stay’ on the winding up order! Strange are the ways our legal system works.
The Indian banking system has long been taken for a ride by Indian businessmen who have siphoned off money from the banks. At some stage, either the banks write off the loans or there is a “one time settlement” (famously known at OTS) where the bankers sacrifice virtually all and get nothing in return. Often, I have seen that in OTS, there is a stipulation that the promoter bring in a large amount of money. Does anyone bother to find out how or where from the promoter is managing to bring this money? If he can bring it in now, why did he not do it earlier? Surely, it is the best indication that he cares a fig for the people who lend money to a company.
The Parel belt at Bombay is a stark reminder of the promoters’ chicanery and the pliant bankers. And now we have what is called as the “Asset Reconstruction Companies” (ARC) which give this a stamp of legitimacy and help the bank executive to evade scrutiny.
Let us see how the scam operates.
One basic requirement for banks to take control of a borrower is for 75 percent of the lenders (those who have lent against security only please) to sell their loans to an ARC. In turn, the ARC will try and find a buyer. That is how the system is supposed to work. In reality, what happens is different. A loan has to be sold at a low price by the bank to an ARC, for the deal to make sense. Here, grease can come in to play. Logically the banker would like to sell the loan at the best possible value to minimise his losses. However, the system is such that a single lender cannot influence anything unless 75% of the secured lenders act in concert. For this the ARC is essential. Under normal circumstances, a bank chairman would be scared to sell an asset far below book value. However, when the sale is to an ARC, it passes scrutiny! So, it is an easy matter to get a bank to sell a loan to an ARC. The borrower makes his round of the banks and makes sure that the banks sell the loans to the ARC at the lowest possible price.
Once the ARC gets hold of 75% of the loans to a company, it is virtually in control of the company. The ARC can dismember the company, strip assets or sell it off in one go to whomsoever it chooses. So, the logical expectation is that once the ARC has got hold of the assets of a company, it would make efforts to sell it to the highest bidder through a public auction. In real life, it is sold back to the promoter at a price which will give a decent return to the ARC. The ARC’s board is happy. The promoter is happy because he has just escaped a huge liability. The original lenders have lost a pile, but who cares? Now, with the loans gone, the unit can suddenly become viable and the promoter rolls in money. Alternatively, the promoter, having got back his company for a song, can now sell off the real estate or develop it and make his money. The banking system (generally the PSU sector) has lost many assets through this route and no one is wiser. Bank executives have made money, the ARC guys have made money, and the promoter has made money. The only loser is the taxpayer, who keeps bailing out the PSU banks time and again as the capital gets eroded due to regular write downs of loans which are not bad, but said to be bad. Recently, a co made a IPO. It was once a defunct co which went in to BIFR after defaulting in a big way. The original promoter bought it at a bargain price in collusion with someone else, including an ARC. The bankers lost money in a big way. The promoter had enough money to buy out the co from the ARC! No one asked him how .
No one seems to care that under typical OTS schemes, the promoter is asked to bring in substantial amounts of money as ‘his share’ in reviving the company. Does anyone bother to find out where the money comes in from? If he had this money in the first place, why did he not put it in to the company?
Why do companies that ‘come out’ through OTS not share their prosperity with the lenders who sacrificed so much? Why the bankers cannot write off the loans, but to the extent of write offs, take equity shares at par, for free? After all, they have sacrificed far more than the promoter.
Also, when it comes to ARC’s, have we seen ads in mainline papers about entire company on the block? The only thing one sees are of houses / plots of lands that are seized and auctioned. Why cannot whole companies be auctioned? Surely it would get a far higher price.
And the bankers should take the lead in this. Not the bank chairmen, but the banking system, through a fiat. After all, when a bank sells a loan to an ARC, it does not get any money. It generally ends up with a ‘participation’ in the loan, in the form of an investment paper. It is rare that an ARC buys out an industrial loan by paying full cash. It would be best if the law mandates that the selling bank cannot invest in the assets it sells off. In fact, it should be a clean sale. Otherwise, the ARC’s are merely a facilitator (for a fee) to window dress the loan books of the banks. Today, there are multiple ARC’s. It should be easy for banks to put up their ‘loans for sale’ on a single website and the various ARC’s can then bid for it. This way, the banks get the best price for the loan.
Secondly, the banks should get something out of it in case the co revives and then does well. The best way would be for the banks to automatically get ten percent or so voting shares free and at par (which itself is a huge premium) or warrants that will enable them to buy shares at par. This will help the banking system in some way. Why should a defaulter get exonerated and then live to tell the tale? Surely, the lenders’ sacrifice is far greater than the promoters, in almost all Indian companies.
Of course, not everything that the ARC does is like the above. The above is just an example of how the ARC structure provides a ready conduit for the crooked promoters.
Going back to Wockhardt, it is time that the lenders taught a lesson. Let the co go in to liquidation or else, the remaining creditors who are so generous, can also first pay off the entire FCCB holders in full and then grant indulgence to the company. In many cases, the promoters are so smart that they leave nothing of value in the company. Real estate is often held in family companies and the listed company pays a fat deposit and a huge rental.
I would be glad to see the day when companies are genuinely ‘sold’ by the ARC’s. That is the best way to put back some integrity in to the banking system, which is now the handmaiden of businessmen and politicians.

OF LIFE INSURANCE AND SUNSET YEARS

(this appears in a recent issue of Moneylife)

How much are we willing to pay as a charge, in order to provide for our family? What is it that we really want, is something fatal were to happen to us? How much of a role does money play in this? These are difficult to quantify, I guess. Of course, there are many possibilities of calculating numbers to come to some conclusion.
First, if something were to happen to me, whether money is needed or not depends on whether I have financial dependants. If I do not have anyone whose day to day living is materially impacted, there is no pressing need for me to leave behind a source of income. However, if I do have someone who is dependant, then I have to make sure that I provide for the people who depend on me, as if I was around. To calculate this is a tough ask, since it involves future needs, aspirations etc of the surviving dependants. We all easily understand this as the need for a life cover or life insurance.
As we progress in life, our aspirations tend to normally go higher. Similarly, our income levels also tend to go up with time. At the same time, with each passing year, our need to provide a cushion for our dependants should decrease under normal circumstances (with more savings and commitments on children getting nearer to extinction) . So, if we do well in life, we would hopefully reach a stage, where our dependants are financially secure. For example, if one gets married at 30, has children in three to five years, by the time the person is 55, he would have provided for most of the needs of the children. He may also have had some savings / investments that take care of needs. So, with age, given normal earning cycles, the need for life insurance should decline and at some point, it should be zero. Of course, we can always argue that why not leave behind as much wealth as possible.
The issue here then boils down to two key things:
i) I need a life cover up to some stage in life; and
ii) I need to accumulate wealth and leave behind as much wealth as I can.
Often, we tend to mix up both our goals. For example, we are willing to pay a fixed amount every year to cover the loss of our vehicles or to meet any major unforeseen medical expenses (hospitalisation, surgery etc). We are even willing to pay an annual premium to insure our home and property. However, when it comes to life insurance, we think very differently. In all the cases other than life, we are willing to treat the amount spent on insurance as expenditure. We do not look at the returns etc., We look at the value covered and the lowest possible outgo.
Life insurance is no different. Why do we mix up investment in this? We get taken in when the seller of insurance tells us “ If you want a pure term policy, fine with me. However, if you want some money back, why do you not look at...?”
One interesting product to buy for life insurance is a ‘return of money’ policy. In other words, a definite sum of money is paid to the nominee/legal heirs on death of the insured. This can be a low premium product, fixed cover, no participation, riders etc., This is an interesting policy in today’s times. It is very likely that as we grow old, we will be left to fend for ourselves. By choice, we may not want to impose on our children, leave aside the fact that we may be inconvenient for them. In such a case, perhaps the best option is a genuine ‘Reverse Mortgage’ on the home we own and soon to become worthless as we near our expiry dates. A pure ‘Reverse Mortgage’ would be one where the lender or the provider of the mortgage takes a fixed call, without recourse. In other words, he takes all the risk of the market price in future. This is perfect because it makes sure that we consume our assets in our lifetime and do not leave a mess for our heirs.
In the same context, if we had a life policy with a definite payout only on death, we could perhaps sell the policy. In an article (more than a year or two ago) I had mentioned about how such a policy could be a great thing for a secondary market buyer. Imagine that I am near about 80 and have an insurance policy with a sure payout of Rs.50 lakh, on my death. I can sell it to someone for Rs.40 lakh or so. The buyer will look at two things- How long I could live and the return on his investment. The longer I live, the lower his returns. And I will get some money in my lifetime out of this policy! This should be a tradable policy.

Tuesday, April 5, 2011

Adventures in midcap spaces..

(A slightly shorter version in today's Business Standard)

FROM MIDCAP TO MUDCAP

Recently, SEBI has identified a list of around 2000 companies, which have been identified as “illiquid” stocks. It is a mix of good, bad and great companies. All of them would fall under either “mid cap” or ‘small cap’ stocks and are generally the focus of attention from media, analysts and punters. In good times, the prices of these stocks exhibit a strong upward move. Alas, when selling comes, the bottom seems to fall out of these stocks. Many of them can lose ninety percent of their price! And these kind of wild movements are possible without significant change in the underlying company fundamentals. Most investors prefer this universe since this is where they find their multi-baggers. One can hardly find one from the NIFTY or the SENSEX companies, which are over researched and widely tracked.
This is clearly a structural issue. The FII’s and the domestic institutions are engaged in playing the large caps and the small caps are at the mercy of price fixers and manipulators. The breadth of participation has been gradually thinning, as the retail numbers of investors in secondary markets keep declining. It is very evident that our markets are driven by the FII’s and not by anyone else. Their buying and selling has been the prime engine behind our markets. So, our market is a kind of a one-way street. If the FII’s are selling, the market dips fast and vice versa. The large cap stocks do not fall as hard as the small counters, which seem to generally hit circuits in either direction.
Over the last five odd quarters, the FII buying has helped the markets to recover from its lows of sub 10,000. Suddenly, at some point the euphoria of India seems to have hit a blimp. Our inflation is clearly a structural one and unless the supply is improved, it will persist. So, a tempering of growth plus a slowdown in corporate earnings means that the FII’s have perhaps taken a pause. The Indian market needs buyers every day. On days a buyer does not come, the market falls. We simply do not have a category other than the FII’s and some insurance money that comes in by the selling of ULIP’s.
Small and medium sized companies are a minefield for the investor. Unless there is active pumping and dumping, I cannot fathom why most stocks from this bucket should have any investor interest at all. Clearly, the risks are very high. However, one can see opportunities if willing to take high risks. Interestingly, one can see that most MNC counters held on in this corrective downward movement (which may not be over). Most mid cap companies have huge management risks and personally, this is the real speculative component of the market. No one can bet which promoter will show how much profit any given year. If the investors have a compulsion to buy mid cap stocks, it is safer to put it in to a mid cap fund. Even in mid caps, it is still a play on growth and not on value. Prices have not fallen to that extent. Do not get taken in by steep price falls and assume that past high prices will happen again. You have time to do your homework.
The prime movers of the midcap stocks are the fund managers, who identify these stocks and actively invest and trade in them to generate returns above the benchmark. In a bull market this strategy works, given the poor liquidity of the mid cap counters. This is because supply comes from sources close to the promoter or from domestic institutions. The counters by themselves have poor trading volumes. So, once a fund buys a block, then an active follow up by buying on the market will keep the prices stable to high. Since there is not much retail participation, the downside is kind of protected in a rising market. In a falling market, the fund manager tries to lock in to his profits and tries to dump the mid cap stocks. Alas, the only class of buyers have turned sellers. The stock prices fall steeply. Retail investors who got in to these stocks, get hit badly.
This universe is a high risk high reward universe. If you are lucky to get in just before the institutional investor gets in, you can get a great return. On the other hand, when the institutional guys get out, the prices of midcap shares crash. This could be a buying opportunity, but the timing is difficult to catch. Buying here means having to wait it out till the next round of bullish buyers get back in to the market.

Sunday, March 27, 2011

HONESTY PAYS- FAR LESS THAN DISHONESTY..

India is not new to scams. However, this round of scams, starting from the Hassan Ali hawala scam, the Common “Wealth” Games rip off, the burial of the Bofors case to the 2G scam has demonstrated that we Indians are deserving of the rank of the ‘top ten’ in corruption, worldwide.
What is interesting is that none of this has taken anyone by surprise, least of all the foreign investors, which include those institutions that raise a hue and cry about ‘corporate governance’, transparency and integrity. Now Libya is proof that all an ‘investor’ cares about is his own interest. Libya’s Gadaffi regime was tolerated and nurtured by the same set of foreigners who now want to topple him. We saw what happened at Iran, Afghanistan etc. All of this is proof that investment and transparency do not go hand in hand.
If the foreign investors were true about practicing what they preached, they should have exited our markets lock, stock and barrel. However, we do not have to worry about it. So long as markets are around, investors will be around. Investment and corporate governance have nothing to do with each other, so long as the company leaves enough on the table for the investor. Only when a company does a wholesale fraud like Enron or Satyam, do investors exit. Not even the dent on the reputation of a house like Tatas (courtesy the Radia tapes) has mattered to the institutional investor. We are a very tolerant nation, with absolute faith in our honourable Prime Minister. It does not matter to us if the government is unwilling to pressurise a willing Switzerland to disclose details of Indian money stashed out there. Every man on the street is aware of this and does not care a damn about whose money is stashed where. We know that all leaders from all parties are corrupt. It is not a matter of concern to us. We are very confident that anything can be done in this country, if there is enough ‘motivation’.
As I write this, there is a worry about whether this UPA government will last its full course. However, the stock markets do not seem to worry about it. What is probably bringing a lull in the market is the damp budget, tricky fiscal deficit numbers and inflation which seems to be beyond the control of monetary policy.
Indian companies have a way of surviving. Real estate companies flout the law. They finally pay a penalty and ‘compound’ offences. In fact, SEBI has been at the forefront. Most offences seem to get ‘compounded’ with the offender neither admitting nor denying guilt. This is integrity, American Style. Just go to the website of SEBI and check it out. After going through this, it is clear that for all offences in India, there is a ‘price to pay’, much like a menu in a hotel. Only thing is that the price is not printed and payments may be to more than one person/s.
So, do not worry about corruption or 2 G impacting investment.
If we take the 2 G scam, names being thrown about include a host of listed and unlisted companies in the telecom / real estate sector. Some companies have seen their share price dip sharply. It is perhaps best to keep away for the time being. Maybe they could be bargain buys if the assets they have on their books can be taken at face value. Maybe the scam will pass over. The risk in this assumption lies in the fact that some of these companies may be asked to pay fines that are huge. Will it happen? It would mean a wide range of companies coughing up money which ought to have been collected by the government. It is a tough call, legally as well as politically.
If I am an investor and have money to spare (clearly money that I do not mind losing in full), I would be willing to place some bets on the tainted companies. Apart from having money to burn, I also need a tremendous quantum of patience. It may take years and years to resolve. And this money is clearly a bet on the possibility that corruption is ok and does not matter. If that is true, I have a few multi baggers on hand.
Bets anyone?

Thursday, March 17, 2011

The Hindu : News / The India Cables : REVEALED: THE INDIA CABLES FROM WIKILEAKS

The Hindu : News / The India Cables : REVEALED: THE INDIA CABLES FROM WIKILEAKS

Since this is from Wikileaks, people may read it. It only confirms the image of India as nothing more than a banana republic, run by tyrants who come to power and then use the power to loot the state.
Inspite of all this, if the foreigner wants to be in India, it shows the conquest of money over morals.

Wednesday, March 16, 2011

Independent financial advisors: Dependent independents - Moneylife Personal Finance site and magazine

Strange reactions from readers. Most happen to be IFA's who have taken umbrage. However, no one seems to have gotten the point. Must be a badly
written piece/






Independent financial advisors: Dependent independents - Moneylife Personal Finance site and magazine