Corporate Fraud/Misdemeanor - Public Domain - India lessons

Information about Godrej group was flagged in the Astec Lifesciences thread as they are the promoters now, so I am moving it here for records & reference in future.

This should be considered for evaluating the corporate governance actions of past for the promoter as that is a very critical aspect of long-term investing.

The Godrej matter - where the company tried to get the buyback done at a paltry price from minority shareholders by seeking a negative consent which is inappropriate corporate governance behavior.

Things have changed from those times where it went through & left a bad taste with many retail investors, more recently Vedanta also tried to do that again (after the Sterlite event) but failed miserably this time.

It definitely helps to keep a track of past records of corporate actions where the intent of the management towards minority shareholders comes in question.

http://www.suchetadalal.com/?id=cacb3b30-88f8-d8ce-492e83eb4247&base=sub_sections_content&f&t=Godrej%2BIndustries%2Bfollows%2Bthe%2BSterlite%2Bpath%2B(26%2BAugust%2B2002)

Unfair buyback and delisting.pdf (611.0 KB)

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Was a yes bank stockholder. Lost lakhs of rupees. Here is a description of my yes bank mistakes:

Writing this post to outline Rana Kapoor’s journey and how his early banking life at BoA shaped what kind of a banker he became. I think there is something in this video for all of us to learn from, since IMO for banks, judging the management is the primary metric one should go by, not P/E or P/B or even NPA ratios.

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New Bank of India: How a Shree Cement promoter transferred INR3,000 crore shares to private entities for a pittance - The Economic Times?

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I was trying to understand how cash from business get dis-appear with nexus of Auditor and promoter. Came across an Indore based Pharmaceutical company, which did IPO in August 2007 at premium of Rs 65 per share. While I have no information, I believe the company utilised fund to set up a new pharmaceutical plant.

I have tried to read annual reports over years to understand how cash has been utilised by the company.

AR FY2015

As on 31 March 2015, the company sold its unit II for Rs 62.46 Cr consideration as appear in Consolidated cashflow for FY2015

Of Rs 62 Cr received, Rs 10 were utilised for purchase of long term investment balance amount resulted in increase in Bank balance as can be seen from cashflow statement.

The investment was in a subsidiary company in form of NCD
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AR FY2016
Now FY2016 balance sheet consolidated cashflow shown some interesting development.
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We find that nearly Rs 2 Cr has been utlised for Long term investment purchase and Rs 10 Cr has been utilised for purchase of tangible assets. Further Rs 22 Cr has been utilised due to increase in Current loans.
Short term loan details provided in Balance sheet are as under:
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So Rs 10 Cr for Advance for purchase of goods and service and Rs 9 Cr for Capital goods.

Further Rs 6.74 Cr utilised by company to give Inter-corporate deposits to group companies.
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Investment of Rs 4 Cr was made in Related parties as per annual report
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Fixed assets schedule provide information about addition in assets which completely contradict Cashlfow statement. While cashflow statement state that there has been purchase of Tangible assets, Fixed assets schedule indicate there was Good (intagible) addition in the gross block during FY16.
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So subsidiary of company acquired another company at value which provided for Rs 10 Cr good will in Consolidated financials.
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AR FY2017
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Apparently in cashflow, I did not find any major capex or loan during FY17. However Rs 4.9 Cr has been invested by the company.

Details of investment provide that these are same companies in which company already invested in FY16
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What is interesting is that company continue to extend ICDs to related parties.
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Also, while Advance for capital good decline for Rs 9 Cr to Rs 5 Cr, We find gross fixed assets addition being only Rs 0.60 Cr. Also, while FY16 Advance for good was Rs 10.15 Cr, same figure in FY17 gets revised to Rs 1.14 Cr. !!!

This is just amazing,
To sum up in my understanding (which may be wrong as I am not accounting experts)
~Rs 60 Cr received by the company has been utilised as under:

  1. Investment subsidiary Rs 10 NCD in FY15
  2. Investment by same subsidiary in another company by way of goodwill Rs 10 Cr in FY16
  3. Investment in related companies by way of ICD (of course these amount can be received back by company but in my simplification, this is cash outflow by the company which would be writted off after some time) Rs 7 Cr over FY16/FY17
  4. Advance for Capital goods Rs 4 Cr (Difference between Rs 9 Cr in FY16 which got reduced to Rs 5 Cr in FY17. It might has been refunded but in my understanding this amount is wirte off.
  5. Advance for goods and Services Rs 9 Cr (Difference between FY16 AR figure and restated in FY17 annual report)

Above total add up Rs 40 Cr and balance approximately Rs 20 Cr remain as Bank balance as on 31 March 2017 as per Cashflow statement.

This is my understanding and there could be justification for reclassification and actual repayment. However, by oversimplification, I attempt to understand how cash gets systematically depleted from balance sheet of company without giving providing any benefit to minority shareholder (assuming my oversimplication and understanding is correct).

Please let me know my blind spot and biases which I believe there are many.

I am not mentioning name of company as same being listed, however, curious minds can work with name of related parties which are shared in above message. :slightly_smiling_face:

Thanks for patience reading.

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Thank you for so detail analysis of company… it is not possible for every one to go so deep in the cash flow statement. I learned a lot from your post… It shows that how important is the cash flow statement.

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ICDs, complicated holding structure [multiple subs step-down subs], frequent acq/divestment assets, etc. are usual red flags, common feature among the most corp frauds

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Listed group company of Shree Cements Ltd, NBI Industrial Finance Ltd Rs. 3000 cr fraud on minority shareholders .

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good resource by kuntal shah

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Three part series on Cox & Kings

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Never ever thought even in dreams that Asian Paints name will even be discussed in this forum under this thread…

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Know your company’s auditor!

Disclosure : Invested and further increased my stake.

This is behind a paywall. Can you post a summary please?

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Market rumours are that it’s listed company

Reply from Asian Paints

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ASTRAL PIPES AND RATNAMANI METALS

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Fabino: Auditor Ho Toh Aisa – Alpha Ideas

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Microcap company named as Wardwizard (Admin rightly closed thread of it)…

Their AGM notice - https://www.bseindia.com/xml-data/corpfiling/AttachHis/9457D628-1E56-4336-AF87-788AB05EE12E-195442.pdf

APPROVAL OF RELATED PARTY TRANSACTION TO BE ENTERED BETWEEN THE
PROMOTER AND COMPANY FOR THE USE OF TRADEMARK REGISTERED IN THE NAME OF THE PROMOTER
total consideration of Rs. 60,00,000/- (Rupees Sixty Lakhs) per annum or Rs.
3,00,00,000 (Rupees Three Crore Only) for a term of 5 years on such terms and conditions as may be decided by the Board and recommended and reviewed by audit committee.

Is this real? Is this normal?
Disc: Stopped tracking it.

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A very good collection of corporate governance issue of various company, Courtesy tweeter.

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