Specialist in Indian Banking and Economic Research

Hemindra Hazari

Yet another instance has come to light of the practice of disguising transactions by routing them through shell companies. As revealed by <a href="https://economictimes.indiatimes.com/prime/corporate-governance/sebi-slaps-show-cause-on-aditya-birla-finance-for-realty-loans-to-a-shell-firm-to-help-thapars/primearticleshow/83518285.cms" target="_blank" rel="noopener">ET Prime</a>, the Securities and Exchange Board of India (SEBI) issued show cause notice to Aditya Birla Finance (ABF) on the latter’s alleged role in transferring funds and assets from the erstwhile promoters/founders of CG Power and Industrial Solutions (CG Power) to CG Power. It has emerged that Ajay Srinivasan, non-executive director, ABF, and CEO, <a href="https://www.smartkarma.com/entities/aditya-birla-capital-ltd" target="_blank" data-smartkarma-citation="entities:27031:1" rel="noopener">Aditya Birla Capital Ltd (ABCAP IN)</a> (ABC), the immediate parent of ABF, was present at a meeting held in March 2016 with Gautam Thapar and his aides. The meeting was to discuss “Thapar Group Strategy” to close a loan facility of Rs 500 mn given to Graphic Paper Products, a step-down subsidiary of Ballarpur Industries, prior to extending further loans to the Thapar group. These revelations should send alarm bells ringing.  The transactions unearthed by SEBI can have only two explanations – (1) the board of directors of ABF was aware of these transactions and was complicit in the entire process or (2) the board of directors was kept in the dark by the executive management. The latter is difficult to believe, on account of the role of Ajay Srinivasan (a non-executive director) in the discussion on ‘Thapar Group Strategy” and in closing the Rs 500 mn loan facility.  Moreover, the size of each of the transactions to Blue Garden Estate Pvt. Ltd. (a shell company) would have required the board’s approval.In both cases it will imply that, in ABF, corporate credit appraisal, risk management, monitoring of end-use of funds and internal audit were non-existent. Thus it was able to approve and disburse Rs 3.9 bn spread over three loans to a shell company, where the security provided in the form of land parcels was dubious, as they were already encumbered. Hence the Reserve Bank of India (RBI), as the regulator for non-bank finance companies (NBFCs), would need to investigate ABF and ABC to determine whether these transactions were one-off or were there other similar transactions. That an individual of the stature of Ajay Srinivasan has been specifically mentioned in SEBI’s show cause notice adds to the gravity of the situation.Responding to a detailed questionnaire sent by this analyst, the official spokesperson of ABF said,<blockquote>Since the matter is sub-judice, it would be inappropriate for the company to respond to your specific queries. Aditya Birla Finance follows all applicable regulatory guidelines and the highest standards of corporate governance. Since your queries are based on incomplete and incorrect facts, any insinuations or conclusions drawn thereof, would give a distorted picture which would have the potential to cause harm to the reputation of the company and/or its officials. We are sure as a responsible analyst you would like to have correct and complete facts before publishing the story. </blockquote>Interestingly, <a href="https://www.linkedin.com/in/devangrawal/?originalSubdomain=in" target="_blank" rel="noopener">Devang Rawal</a> the then Business Head-Corporate Finance, ABF who probably initiated the transactions based on the March 2016 ‘Thapar Group Strategy’ meeting attended by Gautam Thapar and Ajay Srinivasan was elevated as Head–Corporate and Institutional Business in May 2018. His promotion is a testimony of the “highest standards of corporate governance” practiced by ABF.ABF is an unlisted company but its parent, ABC, is listed, and in both cases the equity and debt investors should be concerned at the manner in which these transactions were approved internally and by the board of directors. Far from setting the “highest standards of governance”, it sets a low bar in governance for a company belonging to the industrial house of Aditya Birla. It is precisely for such reasons as unearthed by SEBI at ABF that industrial houses should not be <a href="https://hemindrahazari.com/2020/11/23/rbis-working-group-recommends-foxes-be-put-in-charge-of-chicken-coops-cites-foxes-experience-management-expertise-and-strategic-direction/" target="_blank" rel="noopener">considered</a> for setting up banks, and their activities in the non-banking financial sector should be constantly monitored by vigilant regulatory authorities.

Yet another instance has come to light of the practice of disguising transactions by routing them through shell companies. As revealed by ET Prime, the Securities and Exchange Board of India (SEBI) issued show cause notice to Aditya Birla Finance (ABF) on the latter’s alleged role in transferring funds and assets from the erstwhile promoters/founders of CG Power and Industrial Solutions (CG Power) to CG Power. It has emerged that Ajay Srinivasan, non-executive director, ABF, and CEO, Aditya Birla Capital Ltd (ABCAP IN) (ABC), the immediate parent of ABF, was present at a meeting held in March 2016 with Gautam Thapar and his aides. The meeting was to discuss “Thapar Group Strategy” to close a loan facility of Rs 500 mn given to Graphic Paper Products, a step-down subsidiary of Ballarpur Industries, prior to extending further loans to the Thapar group. These revelations should send alarm bells ringing.  The transactions unearthed by SEBI can have only two explanations – (1) the board of directors of ABF was aware of these transactions and was complicit in the entire process or (2) the board of directors was kept in the dark by the executive management. The latter is difficult to believe, on account of the role of Ajay Srinivasan (a non-executive director) in the discussion on ‘Thapar Group Strategy” and in closing the Rs 500 mn loan facility.  Moreover, the size of each of the transactions to Blue Garden Estate Pvt. Ltd. (a shell company) would have required the board’s approval.In both cases it will imply that, in ABF, corporate credit appraisal, risk management, monitoring of end-use of funds and internal audit were non-existent. Thus it was able to approve and disburse Rs 3.9 bn spread over three loans to a shell company, where the security provided in the form of land parcels was dubious, as they were already encumbered. Hence the Reserve Bank of India (RBI), as the regulator for non-bank finance companies (NBFCs), would need to investigate ABF and ABC to determine whether these transactions were one-off or were there other similar transactions. That an individual of the stature of Ajay Srinivasan has been specifically mentioned in SEBI’s show cause notice adds to the gravity of the situation.Responding to a detailed questionnaire sent by this analyst, the official spokesperson of ABF said,Since the matter is sub-judice, it would be inappropriate for the company to respond to your specific queries. Aditya Birla Finance follows all applicable regulatory guidelines and the highest standards of corporate governance. Since your queries are based on incomplete and incorrect facts, any insinuations or conclusions drawn thereof, would give a distorted picture which would have the potential to cause harm to the reputation of the company and/or its officials. We are sure as a responsible analyst you would like to have correct and complete facts before publishing the story. Interestingly, Devang Rawal the then Business Head-Corporate Finance, ABF who probably initiated the transactions based on the March 2016 ‘Thapar Group Strategy’ meeting attended by Gautam Thapar and Ajay Srinivasan was elevated as Head–Corporate and Institutional Business in May 2018. His promotion is a testimony of the “highest standards of corporate governance” practiced by ABF.ABF is an unlisted company but its parent, ABC, is listed, and in both cases the equity and debt investors should be concerned at the manner in which these transactions were approved internally and by the board of directors. Far from setting the “highest standards of governance”, it sets a low bar in governance for a company belonging to the industrial house of Aditya Birla. It is precisely for such reasons as unearthed by SEBI at ABF that industrial houses should not be considered for setting up banks, and their activities in the non-banking financial sector should be constantly monitored by vigilant regulatory authorities.

ABF’s Loans to a Shell Company: Another Reason Why Corporates Shouldn’t Be Allowed to Control Banks

Consumer Analyst / Channel Surveillance Specialist, Trudence Capital Advisors

Pranav Bhavsar

Consumer Analyst / Channel Surveillance Specialist

ASA Capital Management

ASA Capital Management is a boutique Research and Investment Advisory firm focusing on primary research in India. ASA provides bespoke research services to Institutional Clients with a focus on due diligence backed with primary research, Field Trips & Channel Checks.

Equity Bottom-Up

<a href="https://www.smartkarma.com/entities/hdfc-asset-management-co-ltd" target="_blank" data-smartkarma-citation="entities:27027:1" rel="noopener">HDFC Asset Management Co Ltd (HDFCAMC IN)</a>  is our preferred Asset Management play in spite of rich valuations thanks to the HDFC Parentage. With a focus on Individual Investor, HDFC AMC has carved out a unique space in the asset management industry, which offers substantial revenue visibility backed with strong industry tailwinds. 
A strong fund management team, high market share in B30 cities, and growth in preference for Equity as an asset class by individual investors are some of the key catalysts which could help maintain AAUM Growth.
Our Target Price based on 45x FY21 EPS works out INR 3,334.50 offering a mere 3% return over the previous close of INR 3,244. Investors with a short term horizon will be better off waiting for an attractive entry point that can provide a more attractive return.
However, the HDFC Parentage and strong structural tailwinds in the Industry keep us bullish on this stock.

HDFC Asset Management Co Ltd (HDFCAMC IN)  is our preferred Asset Management play in spite of rich valuations thanks to the HDFC Parentage. With a focus on Individual Investor, HDFC AMC has carved out a unique space in the asset management industry, which offers substantial revenue visibility backed with strong industry tailwinds. 
A strong fund management team, high market share in B30 cities, and growth in preference for Equity as an asset class by individual investors are some of the key catalysts which could help maintain AAUM Growth.
Our Target Price based on 45x FY21 EPS works out INR 3,334.50 offering a mere 3% return over the previous close of INR 3,244. Investors with a short term horizon will be better off waiting for an attractive entry point that can provide a more attractive return.
However, the HDFC Parentage and strong structural tailwinds in the Industry keep us bullish on this stock. 

HDFC AMC | Walk the Talk - Preferred Asset Management Play

APAC IPOs & Placements

Zhen Zhou, Toh

Smartkarma

Smartkarma unites the fragmented investment industry, connecting institutional investors, independent research providers, and corporates within a single network.

Research Reinvented

Equity Capital Markets

IndoStar Capital Finance / Equity Capital Markets

<a href="https://www.smartkarma.com/entities/27025" target="_blank" data-smartkarma-citation="entities:27025:1">IndoStar Capital Finance Ltd (0607155D IN)</a> is looking to raise about US$275m in its upcoming IPO and proceeds will be used to increase capital base to meet future capital requirements.In this insight, we will examine the company's past performance, analyze the corporate and SME lending industry in which the company is currently operating in, and compare it to other listed NBFC peers. Last, but not least, we will also run the deal through our ECM framework.

IndoStar Capital Finance Ltd (0607155D IN) is looking to raise about US$275m in its upcoming IPO and proceeds will be used to increase capital base to meet future capital requirements.In this insight, we will examine the company's past performance, analyze the corporate and SME lending industry in which the company is currently operating in, and compare it to other listed NBFC peers. Last, but not least, we will also run the deal through our ECM framework.

IndoStar Capital Finance IPO Review - Loans and Advances Growth Stalled in 1H 2018

India

Aditya Birla Capital Ltd (ABCL) is a non-banking financial company and the financial services flagship of the Aditya Birla Group. It offers a comprehensive suite of financial solutions, including loans, investments, insurance, and payments. The company is headquartered in Mumbai, Maharashtra, India, and was founded in 2007.

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Aditya Birla Capital (ABCAP IN)

ABF’s Loans to a Shell Company: Another Reason Why Corporates Shouldn’t Be Allowed to Control Banks

SEBI’s investigations into ABF’s conduct underscore valid concerns about industrial houses being allowed to set up banks, as the opacity in...

Hemindra Hazari

HDFC AMC | Walk the Talk - Preferred Asset Management Play

HDFC Asset Management Co Ltd (HDFCAMC IN) is our preferred Asset Management play in spite of rich valuations thanks to the HDFC Parentage. With a...

Pranav Bhavsar

IndoStar Capital Finance IPO Review - Loans and Advances Growth Stalled in 1H 2018

IndoStar Capital Finance Ltd (0607155D IN) is looking to raise about US$275m in its upcoming IPO and proceeds will be used to increase capital base...

Zhen Zhou, Toh

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