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8/25/2015 Why institutional investors duck governance issues | Outlook Business http://www.outlookbusiness.com/thebigstory/leadstory/whyinstitutionalinvestorsduckgovernanceissues1751 1/20 STORY OF THE DAY Too Early For Winter THE BIG STORY PIXTORY ENTERPRISE STRATEGY MARKETS C'EST LA VIE EVENTS Home » The Big Story » Lead Story » Why institutional investors duck governance issues Corporates, especially in India, get away with just about anything because financial institutions look the other way Jash Kriplani AUG 11 , 2015 In December 16, 2008, B Ramalinga Raju stunned the market by announcing that Satyam Computer’s board had approved a decision to acquire Maytas Properties for $1.3 billion and a majority 51% stake in Why Institutional Investors Duck Governance Issues Sign In Subscribe Search Here.. Outlook Traveller Business Money Images आउटल

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STORY OF THE DAY

Too Early For Winter

THE BIG STORY PIXTORY ENTERPRISE STRATEGY MARKETS

C'EST LA VIE EVENTSHome » The Big Story » Lead Story » Why institutional investors duck governance issues

Corporates, especially in India, get away with just about anythingbecause financial institutions look the other way

Jash Kriplani

AUG 11 , 2015

In December 16, 2008, B Ramalinga Raju stunned the market byannouncing that Satyam Computer’s board had approved a decision toacquire Maytas Properties for $1.3 billion and a majority 51% stake in

Why Institutional Investors Duck Governance Issues

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Maytas Infrastructure for $0.3 billion. The late evening announcement sawthe ADRs listed on the US market tank 54.5% in a single session. In aconference call with institutional investors that same evening, Raju and hisboard came under fire from aggressive mutual funds and foreigninstitutional investors, who threatened to oppose the move. Jayesh Shroff,who was then with SBI Mutual Fund, was particularly scathing in his attackon Raju.

“No foreign investor in the country will track any Indian company after yourmove. Do you understand the implication of this move? …You had nobusiness wasting money and paying back the promoters of Satyam andpromoters of Maytas Properties,” Shroff said in the concall. The carnagecontinued on the Street when the local market opened the next day, with thestock tanking more than 33%. There was more trouble in store for Rajuwhen, at the behest of Madhusudan Kela (who was then with RelianceMutual Fund), some of India’s leading top­notch fund managers from ICICI,Templeton, Birla and a couple of FIIs got on a call with the promoter. Theinstitutional investors informed him that they had taken a legal opinionabout his proposal and threatened that they would take the case to theCompany Law Board, if need be. Under immense pressure from investors,Raju and his board dropped the proposal and intimated the same to theexchanges.

A couple of days after the development and before Raju went public with thetruth about Satyam’s cash position, Kela invited the country’s leading fundmanagers and FIIs for a meeting at the Reliance Mutual Fund office. Theidea behind the meet was to discuss the possibility of creating a unitedforum comprising of fund houses and foreign institutional investors tooppose such instances of corporate misgovernance and malpractices. Themeeting, as it turned out, saw just a handful of representatives in attendanceand what emerged from the discussion was that there were too manyconflicts of interest for the fund managers themselves, given that most ofthem were part of AMCs promoted by corporate houses and institutions.

Birds of a feather flock together

By and large, dometic MF managers have taken a non­confrontational approach

towards India Inc

Obviously, no fund manager would want to take on his own employer. It waspretty clear that none of us wanted to fight for a cause, but were more thanhappy to come together for a reason,” says a fund manager who was part ofthe discussion. Contrast this with the aggression of overseas fund managers,

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who dragged the promoters of Satyam to an international court over fraudand forced the new owner Tech Mahindra to settle the case with theSingapore­based Aberdeen Asset Management for $68 million. Back home,no fund manager or institution moved the local court and sought damagesfrom the erstwhile promoters or the new promoters for the damages caused.While the laborious justice delivery system could be one of the reasons, thefact that domestic institutional investors have shown no gumption to fight,is a telling commentary on the state of corporate governance in the country.

Back to the future

Fast forward to 2015. Vedanta proposes to merge Cairn India with itself.While there has not been a Satyam­like case since 2008, the Satyam­likeaudacity remains. Had the joint body of AMCs, that was discussed in theaftermath of Satyam come into existence, corporates may have been waryeven before coming up with resolutions against the interests of minorityshareholders. But corporates continue to be cocky and think they can breezethrough all kinds of proposals — institutional investors’ voting rights don’tworry them.

Sample this: “The market has embraced the proposed merger and we areconfident that the shareholders will approve the decision,” said TomAlbanese, CEO of Vedanta, on the sidelines of the company’s 50th annualgeneral meeting. Though there have been stray instances whereshareholders have managed to be heard, holistically speaking, domesticinstitutional investors have generally been a pliable lot. That lackadaisicalapproach is evident in the following statistics.

An analysis of the top­10 domestic asset management companies (AMCs)

Source: Value Research; AMC disclosure as of June 2015; *stock held in portfolio

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shows that of the total 30,012 proposals they voted on in FY15, theircombined votes against management proposals were 3.5% of the total votescast. Further, these AMCs abstained on 24.85% of the proposals. On theother hand, a worldwide asset management company such as Fidelity, whichtracks companies across continents, actually abstained from less than 3% ofproposals cast during the year ending June 2014. Of the 2,765 votes cast bythe AMC during the period, 22.68% were against management proposals.

To be sure, e­voting has brought down the percentage of abstained votes inFY15, but at the same time, there has been a commensurate rise in thepercentage of votes cast in favour of management. In FY15, abstained votingdropped by 16% and votes cast in favour of management rose by 14%.

Over the years, market regulator Sebi has made several changes to protectminority investors. But are these laws enough to ensure that corporatesbehave? JN Gupta, MD, Stakeholders’ Empowerment Services, doesn’t thinkso. “Regulatory changes alone cannot improve things. One has to ensureregulations are followed in spirit. One cannot get rid of wrongdoers by lawunless someone points out the wrongdoer and the law takes over after that.A modified code of Albert Einstein would read as under, “The capital marketis a dangerous place not because of people who do not follow laws relating togovernance, but because of the failure or lack of interest of those who had achance to notice this and correct it.”

According to proxy advisoryfirms, the reason behindmutual funds’ relative lack ofinterest in corporategovernance issues can bepinned down to theirownership and operatingstructures.

“The level of sophisticationthat is required is not there;nobody is taking a principledstand. Most of theinstitutional asset managersare seeking investments from

corporates. A large portion of their AUMs is coming from corporates. So, ifthey start voting against corporates, then it will be counterproductive forthem. Further, most AMCs are owned by corporate groups, who might haveinterests in maintaining good relations with other corporates. This maycompromise the voting decisions of the AMCs,” says Shriram Subramanian,MD at the Bengaluru­based proxy advisory firm InGovern.

Most AMCs are owned by corporate groups, who might

have interests in maintaining good relations with other

corporates — Shriram Subramanian, MD, InGovern

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He contrasts Indian AMCs with the US industry, where shareholder activismis rather pronounced. “In the US, AMCs such as Fidelity and Vanguard arenot dependent upon corporate money. They get money from pension fundsand retail investors. Also, their ownership structures are different fromthose seen in India. They follow corporate governance principles and voteaccordingly,” Subramanian adds. Curiously, UTI AMC, which is not part ofany corporate group, has an appalling abstain vote of 88% in FY15. Thisperiod also overlaps with the first year of the two­year extended term of thecurrent Sebi chairman UK Sinha.

Case in point

The Ambuja­ACC rejig, which was put before shareholders for voting in2013, sailed through. While the word on the Street is that foreigninstitutional investor (FII) backing pushed the merger through, data showsthat of the top four AMCs that had a stake in Ambuja Cements, threeabstained from voting on the controversial proposals. These included ICICIAMC, Reliance AMC and UTI AMC. This was the first proposal being put tothe shareholders’ nod under the new ‘majority of the minority’ Sebi norms.At stake was ₹3,500 crore of Ambuja shareholders’ cash. Ambuja Cementsfirst bought a 24% stake in HIL — the holding company of ACC — for a cashconsideration of ₹3,500 crore, which would be paid to Holcim, the holdingcompany of HIL.

It would then be merged into Ambuja Cements and Holcim would receive584 million equity shares of Ambuja Cements as consideration. According toproxy advisory firm Stakeholders Empowerment Services (SES), thecompany could have opted for an alternate structure with equivalent resultsand without cash drain from Ambuja. Proxy advisory firms felt that astraight merger between ACC and Ambuja would have been a better option.

However, the proposal still went through. Apart from domestic AMCs, LICwith its 5.57% stake was the largest institutional investor in AmbujaCements. An emailed query sent to LIC about whether it voted on the deal,how it voted or if it abstained, remained unanswered. An LIC spokespersonconfirmed that our query had been forwarded to LIC’s investment divisionbut couldn’t assure us a response given the specific nature of our query.

Unlike domestic AMCs, which have now been asked to disclose their votingpatterns by Sebi, insurance regulator IRDA has not yet made it binding ondomestic insurers to give an account of how they are exercising theirfiduciary responsibilities to their unit holders. Another case in point isSterlite Industries’ merger with Sesa Goa, which was proposed in 2012. Thedeal was seen as Vedanta’s attempt to reduce debt from its books andtransfer it on to the books of Sesa Goa.

The latter was forced to buy a 70.5% stake in the loss­making debt­laden

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Vedanta Aluminium (VAL) by coughing up 7.2 crore shares, which wereworth ₹625 crore at the prevailing market price at the time of the proposal.The debt burden was another cause of concern. As per Vedanta Resources’2013 annual report, VAL had various borrowings through ECBs, NCDs andbank loans. A rough calculation showed interest costs of $348 million or₹2,088 crore. Investment and interest costs put together, ₹2,713 crore wasbeing risked.

However, three of the top five AMCs abstained from voting in court­convened meetings of both the companies. These were HDFC AMC, ICICIAMC and UTI AMC. Reliance AMC, one of the top five AMCs, in fact votedin favour of the deal. An email sent to Vedanta remained unanswered. Anemail sent to Reliance AMC on what made it vote in favour of the deal, too,remained unanswered. In an emailed response to Outlook Business, HDFCAMC said an official of the AMC attended the meeting of Sterlite Industrieson June 21, 2012, at Madurai to cast a vote.

However, on account of atechnical issue (depositing ofproxy form), the AMC officialwas not allowed to cast hisvote as a proxy.Consequently, the votingstatus was deemed as‘abstained’. The HDFC AMCspokesperson added that therecently introduced e­votingfacility is less time­consuming. “With the newCompanies Act, companieshave to mandatorily provide

electronic voting (e­voting) facility. This has eased the investor’sadministrative functions such as posting/mailing proxy forms/postalballots, etc.”

Escorts is another case where LIC was among the largest public shareholderwith a 2.95% stake. The company proposed to merge itself with its unlistedgroup entities and an EGM was held on May 20, 2012. The proposal entailedmerging of the unlisted subsidiary Escorts Construction Equipment (Ecel)and associate companies Escotrac Finance and Investments (Escotrac) andEscorts Finance Investments and Leasing (Efill) with Escorts. The matterdrew flak from investor proxy advisory firms.

The restructuring would have increased the capital base of Escorts by 1.6crore shares on account of the merger of the new Ecel shares. Ecel’s 1.6 croreshares would be added to an Escorts Benefit and Welfare Trust, which

How much more draconian rules can you have? The

focus should now be on enforcement by the regulator —

Jayanth Varma, professor, IIM Ahmedabad

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would also have Efill’s 0.6 crore shares and Escotrac’s 1.3 crore shares — atotal of 3.7 crore shares. This trust would hold a 30.4% stake in Escorts. Asthe promoter also controlled the trust, the total promoter control on Escortswas rising to 41.1% from 31.8% on account of the transaction.

The promoters were consolidating their stake in the company withoutspending any money to buy shares from public shareholders. At the averagemarket price prevailing in February, when the proposal was made, thepromoters would have needed to acquire a little over 3 crore shares for aconsideration of ₹250 crore to take their shareholding to 41.1%. IIASobserved that Escotrac and Ecel were each being valued at ₹113 crore, giventhe merger ratio. Efill was being valued at ₹78 crore. Escorts’ market cap atthat time stood at ₹760 crore. The proxy firms also raised the issue that Efilland Escotrac were wrongly being classified as ‘associate companies’ whenthey were actually subsidiaries.

As per law, subsidiaries were not allowed holding voting rights in the parentcompany. In a straight merger, promoters could have only raised their staketo 15.4% from 12.4%, as shares of the merged entities would getextinguished instead of being pooled into a trust. Although there was someresistance by institutional investors against this convoluted route taken bypromoters to increase their stake, the proposal went through.

All the institutional investors didn’t cast their votes. Reliance CapitalTrustee Company — the Trustee for Reliance AMC — held a substantial8.02% stake in the company and opposed the proposal. The second­largestdomestic AMC in Escorts — Sundaram AMC (2.26%) — in its votingdisclosures (a copy of which is with Outlook Business) showed both againstand abstained votes for the same proposal. After Outlook Businessquestioned the AMC on the abstained vote, the spokesperson questioned thesource of our information. When we revisited the AMC’s site, the abstainedvote had disappeared.

An email query sent to the domestic house to explain the difference in thecontents of the Sebi­mandated document was dealt with an ambiguousanswer. “Sundaram AMC voted against the resolution in question.Sundaram AMC has been actively voting on corporate governance issuesand protecting minority shareholders interest,” the response read. But themystery of the abstained vote remains. An email query sent to LIC on how itvoted on this proposal went unanswered.

In 2012, Akzo Nobel India’s proposal to merge its unlisted subsidiaries withitself was another controversial proposal that went through. The mergerwould dilute Akzo Nobel India’s public shareholders’ stake from 44% to33%. Additionally, the public shareholders of the company would have todeal with the burden of unsecured loans to the tune of ₹113.74 crore. Proxy

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advisory firm InGovern had recommended shareholders to vote against thisproposal on the grounds that the company had not made proper disclosures.The deal still went through. Of the two AMCs (in the more than 1% category)in the company, UTI AMC (2.17%) and SBI AMC (1.5%), the former chose toabstain from voting, while the latter voted against the proposal. Insurerstogether held 14.36% in the stock, with LIC holding a 3.88% stake in thequarter preceding the proposal announcement.

Amit Tandon, MD, Institutional Investors Advisory Services (IIAS), believesthat insurers still largely stay away from voting. “Their belief is that if theregulator asks them to do something, then they will vote. So, they need aregulatory push from the IRDA,” he says. Jayanth Varma, who is a professoron financial markets at IIM Ahmedabad, and also independent director onthe boards of certain companies, speaks in a similar vein. He says thatinstitutional investors’ rights are not limited to decisions that directly have abearing on minority shareholders — they can even ask strategic questions tothe companies on transactions such as acquisitions, they can ask whetherthe company is overpaying. But this is a relatively uncommon occurrence inIndia.

The right questions

Take the recent example of Eros International, which is listed on the NYSEand the domestic bourses. UK­based activist investor Knight Assets & Co,which holds a 3% stake, advised the company against making a foray intothe TV business. As per reports, the Kishore Lulla­led Eros Internationalhad a $50­million plan to launch movie and music channels, with a possiblebuyout of the B4U network. The asset manager suggested that the companymust focus on the ErosNow platform to improve shareholder value(ErosNow is a Netflix­style subscription platform). The promoters finallydeferred the plan without getting into a face­off with the asset manager.

Fund managers on their part argue that proxy advisory firms are not intouch with the ground reality. “They are making recommendations based onparameters that have been borrowed from the West. For instance, the ideaof independent directors does not work in India. Proxy firms wantindependent directors to be rotated after every 10 years but a newindependent director will take time to learn about the company, whichwould slow down the normal course of operations. It is practicallyimpossible to follow their recommendations in India. They only draft theirreports when there is a proposal on the table. Analysts are more in tune withthe company as they meet the management on a regular basis,” says theCEO of a domestic fund house, requesting anonymity.

The same AMC has abstained from voting on 66% of proposals. In mostcases, the AMC has given the reason that it abstained from voting because

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the scrip was part of a passive fund. When questioned, the CEO of thecompany said that as no analysts were actively tracking these companies, itwas not fair that the AMC votes on the management’s decision. Whenquestioned about the issue of abstaining from voting, the equities head of atop domestic fund house said that it was okay to abstain, as funds have theright to do so. “You can’t force a fund house on its voting decisions,” he says.

The fund manager added thathis AMC doesn’t subscribe toproxy advisory firms but hasits own internal committeeon voting. The AMC’s FY14annual report had nomention of voting on theAmbuja­ACC rejig, althoughthe fund house held somestake in Ambuja. When thefund manager was asked whythe AMC did not cast its vote,he said the AMC onlyconsiders voting on

companies where it has invested at least 4% of its net assets. When thecontroversial Sesa Goa­Sterlite Industries merger was announced in theMarch 2012 quarter, data from Value Research shows that the AMC held a0.46% stake in Sesa Goa through its Nifty ETF fund.

But when the proposal was up for voting in the June quarter, the AMC hadexited the company. A top official of the same fund house admitted thatthere is a conflict of interest within asset management companies, as theyare a part of larger financial services firms.

The fund manager goes on to add, “Look at the scenario that is shaping uparound the Cairn­Vedanta merger proposal. It is a sham. They are talking toLIC and the institution is saying no, this is not fair to shareholders. All thisis drama — this is all predetermined. They will first come and make theannouncement. Then the institution will say, we object. Then they will saywe will sweeten the deal. Then they will say, see, we got it done.”

Incidentally, as per unconfirmed reports, the monitoring wing of LIC hasrecommended voting against the Cairn­Vedanta deal. LIC holds a little over9% in Cairn India and has communicated to Vedanta to sweeten the deal forCairn shareholders. Shareholders of the cash­rich Cairn India are gettingone share of Vedanta for every share held and one redeemable preferenceshare at face value of ₹10 in Vedanta.

Private club?

Investors need to be more discerning about governance,

regardless of financial performance — Saurabh

Mukherjea, head, institutional equities, Ambit Capital

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In line with their non­confrontational approach, AMCs have preferred tomake a silent exit by selling their shares without making public their stanceagainst managements. A director with an AMC says, “Mutual funds needaccess to the management. If we are holding a stake in a company, we don’tnecessarily vote against them. We take a consultative approach since anaggressive stance will ensure that you no longer have access to themanagement. No matter how many shares you hold, they will never give youan audience.” Besides, most asset management companies are part of biggerfinancial groups, which have merchant banking, commercial banking andinvestment banking interests. It probably doesn’t make a lot of sense forthem to go and upset the applecart. The better option would be to just selloff the shares.

For instance, in case of Sesa Goa, Kotak Mahindra AMC held 23,111 sharesin the company at the end of the March 2012 quarter, when the merger wasproposed. However, by the end of the June quarter, when the proposal wasup for voting, the AMC had exited the company; its voting decision is notavailable. Reliance AMC held 15,727 shares in the March quarter but byJune quarter, it had exited. Although the AMC had exited the company, itvoted for the proposal at the shareholders’ meeting held on June 25, 2012.

An email query sent to the AMC on why it voted in favour of the deal did notelicit any response at the time of going to press. Motilal Oswal AMC, whichheld 1.86 lakh shares in Sesa Goa in the March quarter, had exited by Junequarter. ICICI Prudential AMC’s stake of 40.25 lakh shares in the Marchquarter shrunk to 17,424 shares by the June quarter, even as the AMC castan abstained vote on the proposal.

The silent majority

Even the most controversial resolutions have gone unopposed by asset

management companies

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Tata AMC also cast an abstained vote on the deal, its stake falling from 1.61lakh shares in the March quarter to 1,936 shares in the June quarter, datacompiled from Ace Equity show. Interestingly, Tata AMC ‘refrained orabstained’ on all 231 proposals that came up for voting in FY13. The AMCmentions in its voting disclosure that “…it was felt that during the year, themanagement proposals put up for vote were not inadvertently affecting theinterests of unit holders. Hence, Tata AMC has refrained or abstained fromexercising the voting rights.”

In the case of the Akzo Nobeldeal, SBI AMC held 8.27 lakhshares in the company at theend of the December 2011quarter, when the proposal tomerge itself with threeunlisted group entities wasmade. However, in the March2012 quarter, the AMCreduced its stake by 62% to3.17 lakh shares and voted

*Announcement made to the exchanges; **Sundaram AMC had both 'abstain' and 'against' vote on the same proposal. When Outlook Business

questioned, the document only showed 'against' vote

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against the deal. In thefollowing quarter, the AMCexited from the stock.

However, in the case of LIC, since data is not available on its voting pattern,the only other way is to look at whether there was a fall in its shareholding.In the case of Akzo Nobel, LIC’s holding in the March quarter — when thevoting happened — and in the subsequent quarter was stable at 3.9%. It wasonly in the September 2012 quarter that the insurer pared its stake to 2.4%,around the time that the average share price was hovering around ₹879, an8% gain over the average price of ₹813 in the March quarter. Putting thescenario in perspective, an equity fund manager with another leadingdomestic fund house points out that, in some instances, proponents ofcorporate governance are the ones twisting the laws.

“I have personally come across an instance where the head of a diversifiedfinancial services firm shifted votes, so what more can I say? He evenadmitted that left to them, we wouldn’t even want to get involved in thevoting. If we don’t like a company, we’d prefer to sell the shares and go. Butnow Sebi is enforcing voting. We are not getting paid by investors to doactivism. We are paid to make returns to investors. Somebody else can do[activism],” he says.

Concurring with the view is Saurabh Mukherjea of Ambit Capital, who feelsthat opposing managements and taking them to task is not what governancevigilante is all about. “First and foremost, neither one has the time to getclosely invested nor the appetite. It’s not like a PE who is taking a significantminority stake and has more say in how the management runs the show.”

Experts believe that whileregulations are fine, aproactive approach is neededfrom institutional investorsto make the system effective.“In terms of regulations,most of the things are now inplace. The new CompaniesAct and the amended Clause49 are in place.

Now, what is needed is thatinvestors use their rightsmore effectively. This is whatI think is more important.

Having more and more regulations doesn’t really help. How much moredraconian rules can you have? The focus should now be on enforcement by

Many companies in india are owned by promoters and

affiliates, whereas ownership in the US is more

dispersed — Jun Frank, head, APAC Research, ISS

The belief that good governance is linked to long-term

sustainable value will bring about change — JN Gupta,

MD, SES

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the regulator and a more proactive use by shareholders,” says Varma. Guptaof SES agrees.

“Forced regulations will not result in a conducive environment. At the most,they will create fear and tick­box compliance by both companies andinvestors. The belief that good governance is linked to long­term sustainablevalue will bring about change. Although things have started changing, as wesaw in the United Spirits case,” he says.

At a special shareholder meeting in December 2014, public shareholdersmanaged to block as many as nine related party transactions betweenUnited Spirits and entities controlled by Vijay Mallya’s UB group.

Tandon of IIAS feels thatIndia is still far away fromseeing institutional investoractivism. “Given the fact thatyou have people who own 40­50% of the companies theyrun, we are still very far fromactivism. It could happen instray cases but it won’t bepervasive. In the foreseeablefuture, you won’t see it to theextent that you see it inEurope or America.”

The US­based proxy advisoryfirm Institutional Shareholders Services (ISS) echoes a similar view. “One ofthe biggest differences between India and the US is the concentration ofownership in companies. Many companies in India are substantially ownedby promoters and their affiliates, whereas ownership is much moredispersed in the US and ownership by institutional investors is very high.This limits the influence institutions could have on listed companies,” saysJun Frank, head of Asia­Pacific Research, ISS.

What is helping corporates is an obliging government that is trying to keepbusiness sentiment upbeat by easing governance standards. In the previousbudget session, the government relaxed related party transaction (RPT)provisions in the Companies Act, 2013, through an amendment. This allowsan ordinary resolution with over 50% approval from minority shareholdersto be ratified. Under section 188 of the Act, it was mandatory for companieswith a share capital of over ₹10 crore to get a special resolution with morethan 75% minority shareholders.

The original provision was intended to protect the interest of minority

Given the fact that you have people who own 40-50%, of

the companies they run, we are still very far from

activism — Amit Tandon, MD, IIAS

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shareholders but with the dilution, it is still not clear if their interest is beingprotected. “Earlier, you needed 75% of minority shareholders for an RPT butby watering down the rule, you have killed it. So we now have a law but itcan’t bite,” adds the aforementioned fund manager. What queers the pitchfurther is the silence on the market regulator’s part on the issue, though ithas said it will be realigning its proposed corporate governance norms andfully exempt state­owned firms from the regulations.

While the regulatoryoverhang continues, NileshShah, managing director atKotak Mahindra AMC, feels itshould be fair to assume thatthe past performance of apromoter is a good indicatorabout his future behaviour.“On the one hand, we havepromoters such as the Tatas,who pledged their personalassets to secure loans for apublic company and on theother, we have promoters

who have taken away everything from minority shareholders.”

He adds that institutional investors should encourage good governance bygiving better valuation and their money to well­governed companies. “Weshould avoid investing in badly­governed companies so that their valuationremains low and this encourages others to behave. That’s the only waycorporate governance can improve in this country.”

But that is where the hitch lies, believes Mukherjea of Ambit. “The problemwith institutional investors is that they priortise return over governance. Tillsuch a time that the financial targets are met, they have no qualms puttingup with mediocre governance standards. Investors need to be morediscerning about governance, regardless of financial performance.”

But given the NAV­driven world, that MFs operate in, and the nonchalantbunch of insurers all around, things are unlikely to change in a hurry on thegovernance front. While Aberdeen got its pound of flesh, no one is talkingabout the possible damage to domestic investors and whether they, too,need to be compensated for. “It’s not a one­man job. For governance to beadministered, an effective ecosystem has to be in place, which includesstrong regulations and an equally strong judicial mechanism,” points outShah. Now, haven’t we heard this before?

Institutional investors Corporate governance Ramalingam Raju

We should avoid investing in badly-governed companies

so that their valuation remains low and this encourages

others to behave — Nilesh Shah, MD, Kotak AMC

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