All you wanted to know about the DLF-Vadra deal and were afraid to ask


Vivek Kaul
Robert Vadra, son-in-law of Sonia Gandhi has been in news lately for his dealings with India’s biggest listed real estate company DLF. There are a lot of question that the deal has raised. Let’s try and understand some of the answers to those questions, here.
Who owns Sky Light Hospitality Private Ltd?
The company has issued 50,000 shares with a face value of Rs 10 each and so has an issued capital of Rs 5 lakh. Of this Robert Vadra owns 49,900 shares and his mother Maureen owns 100 shares. So the company is basically owned by Robert Vadra.
What are the total assets of the company?
As per the balance sheet dated March 31, 2011, the company has total assets amounting to Rs48.53 crore. This includes fixed assets of two parcels of land worth Rs 16.18 crore.  The total investments of the company are worth Rs 24.37 crore. The cash and bank balances amount to Rs 4.77 crore and the loans and advances are at Rs 3.21 crore. All these assets add up to the total assets of Rs 48.53 crore.
How can a company with a capital of Rs 5 lakh have assets worth Rs 48.53 crore?
This is the crux of the issue at hand. Robert Vadra and his mother Maureen’s contribution to the business is a measly Rs 5 lakh. How did that Rs 5 lakh grow into assets of Rs 48.53crore? A simple explanation is that Sky Light would have borrowed money and used that borrowed money to buy land, make investments, have cash in the bank and to give out loans. This would mean that the company would have to borrow Rs 48.48 crore (Rs 48.53 crore – Rs 5 lakh of capital). But why would anyone in their right minds give a loan of Rs 48.48 crore to a company with a shareholder capital of Rs 5 lakh?  This would imply a debt to equity ratio of 970. Also as the balance sheet of the company reveals it has not taken any loans.
So where did this money come from?
For this one needs to take a look at the current liabilities side of the balance sheet of the company. The current liabilities of the company are at Rs 58.05 crore. Of this amount the company received an advance of Rs 50 crore from DLF against a plot of land. As a recent statement issued by DLF says “M/s Skylight Hospitality Pvt Ltd approached us in FY 2008-09 to sell a piece of land measuring approximately 3.5 acres just off NH 8 in Village Sikohpur, Dist Gurgaon…DLF agreed to buy the said plot, given its licensing status and its attractiveness as a business proposition for a total consideration of Rs 58 crores. As per normal commercial practice, the possession of the said plot was taken over by DLF in FY 2008-09 itself and a total sum of Rs 50 crores given as advance in instalments against the purchase consideration.” So DLF gave Rs 50 crore as an advance to Sky Light against a piece of land owned by Sky Light. This land is showed to be worth Rs 15.38 crore in the balance sheet of Vadra’s Sky Light. Accounting values assets at historical cost. So that is the price Sky Light must have bought that piece of land. This raises the question as to where did Vadra raise this Rs 15.38 crore from? DLF comes into the picture only later when the company decides to buy  a piece of land from Vadra’s Sky Light.
But what is the difference between a loan and an advance?
Take the case of a salary advance. When any individual takes a salary advance there is no contractual obligation between him the company and at the same time the company does not charge him an interest. The company gives an advance to the employee primarily because there is a relationship between them. Typically employees who have just joined find it difficult to get a salary advance. The same logic works when one company gives an advance to another company.  So the first question to ask here is that was there a relationship between Vadra and DLF? Vadra had told the Economic Times in March last year “I have a good understanding with DLF. Our children are friends, we are friends.” Now just because two promoters are friends does that mean one company will give an advance to another? That is something both DLF and Vadra need to throw light on.
Isn’t this advance of Rs 50 crore a part of Skylight’s current liability?
Yes that is the case. A current liability is essentially a debt or an obligation of a company that needs to be paid up in one year. As DLF’s statement says the advance was paid in instalments starting in 2008-2009 (the period between April 1, 2008 and March 31, 2009). This advance has remained on the books of the company till March 31, 2011. This means that DLF had given an advance to Vadra’s Sky Light for a period of greater than two years. Can this be categorized as an advance? Can this be categorized as a current liability? From the way this looks DLF basically gave Vadra an interest free loan and tried to pass it off as an ‘advance’.
Where does Arvind Kejriwal fit into all this?
What Kejriwal is saying that Vadra’s Sky Light used a portion of this Rs 50 crore advance to buy property from DLF. Sky Light also has a 50% stake in Hilton Garden Inn Hotel, Saket, New Delhi, which it has set up with DLF. The main question that Kejriwal is asking “It is well known that DLF has been given 350 acres of land by Haryana govt for the development of Magnolia project in Gurgaon (where Vadra was allocated 7 apartments) and has been given various other properties and benefits by the Congress governments in Haryana and Delhi. Is that the quid pro quo for DLF giving Vadra the seed money for the purchase of these massive properties worth hundreds of crores?”
In simple English what this means is that because DLF gave Vadra what seems to be an interest free loan rather than advance, did the Congress government return these favours by allocating land to DLF in lieu of that? Was there a quid pro quo? While this allegation can be probed, it will be next to impossible to establish.
Where does all this leave DLF?
The gross debt of DLF stands at a whopping Rs 25,060 crore as on June 30, 2012. At the end of March 31, 2012, the gross debt had stood at Rs 25,066 crore. The annual report of DLF points out “the company’s borrowings from banks and others have a effective weighted average rate of 12.38% per annum.”
We can safely say that this rate of interest of 12.38% wouldn’t have changed dramatically between March, 2012 and June, 2012. So a company which has debt of more than Rs 25,000 crore and is borrowing at greater than an interest rate of 12% is basically giving an interest free loan to Vadra. The high debt level has been a huge concern for the analysts who track the company. As Sandipan Palan analyst with Motilal Oswal wrote in a recent report “DLF’s high debt has been a key concern for investors; however, we believe leverage of Rs 16,000-17,000 crore would be a sustainable level for the company.”
Also DLF says that its deal with Vadra is normal commercial practice. If that is the case it would be great if the company could give us a list of other entrepreneurs to whom the company has given an advance running into Rs 50 crore for a period of greater than two years. That should be put everybody who is crying foul in their place.
The article originally appeared in the Daily News and Analysis (DNA) dated October 10,2012  with a slightly different headline. http://www.dnaindia.com/india/report_all-you-wanted-to-know-about-dlf-vadra-deal_1750865
(Vivek Kaul is a writer. He can be reached at [email protected])

DLF and Vadra may have misled us on the ‘advance’

Vivek Kaul
Skylight Hospitality Private Limited is a company majorly owned by Robert Vadra. His mother Maureen holds 0.2% of the company. Hence the remaining 99.8% are owned by Vadra. The latest balance sheet of the company filed with the Registrar of Companies throws up some very interesting information. The balance sheet is dated March 31, 2011. The balance sheet used by Arvind Kejriwal and Prashant Bhushan to make the charges that they did against Vadra was dated as on March 31, 2010.
Skylight has a total paid up capital of Rs 5 lakh. Fifty thousand shares of Rs 10 each have been issued. Robert Vadra owns 49,900 shares and his mother Maureen owns the remaining 100 shares. The company claims to have raised no secured loans or unsecured loans for that matter. This means that the owners of the company have put Rs 5 lakh of their own money into the business.
The company has total assets of Rs 48.53 crore. Of this the company has fixed assets worth Rs 16.18 crore. Other than this the company has investments worth Rs 24.37 crore. It has cash and bank balances amounting to Rs 4.77 crore. And it has given loans and advances amounting to Rs 3.21 crore to others.
But the question is how can a company which has a paid up capital of Rs 5 lakh fund assets worth Rs 48.53 crore? This implies an asset to shareholder capital ratio of a humongous 971 times. The question is how did a company in which the owners have invested just Rs 5 lakh end up with assets of Rs 48.53crore?
One answer could be that the company borrowed money and used a part of this money to buy assets and a part of this money was lying in the bank account and had been lent to others. But as I mentioned earlier Skylight has no secured or unsecured loans.
So where did this money come from? For this one has to look at the liability side of the balance sheet. The company has a liability of Rs 58.05 crore. The balance sheet that I managed to download from the ministry of corporate affairs does not have schedules attached to it. Hence one really doesn’t know what these liabilities comprise of prima facie.
But some educated guesses can be made from the statement issued by DLF and the balance sheet of Skylight as on March 31, 2010. Lets first start with the DLF statement “M/s Skylight Hospitality Pvt Ltd approached us in FY 2008-09 to sell a piece of land measuring approximately 3.5 acres just off NH 8 in Village Sikohpur, Dist Gurgaon…DLF agreed to buy the said plot, given its licensing status and its attractiveness as a business proposition for a total consideration of Rs 58 crores. As per normal commercial practice, the possession of the said plot was taken over by DLF in FY 2008-09 itself and a total sum of Rs 50 crores given as advance in instalments against the Purchase consideration.”
So DLF gave an advance of Rs 50 crore to Vadra’s Skylight against a plot worth Rs 58 crore. What the company does not clarify what does it mean by normal commercial practice? Does the company give advances worth Rs 50 crore amounting to nearly 86.3% of the value of the property, to other individuals who have no prior experience in real estate as well?
Also how is an advance different from a loan? An advance is typically made to someone known, which is true in this case. Vadra has claimed to be friends with people who run DLF. The other interesting thing is that an advance is typically short term. So in this case DLF advanced Rs 50 crore to Vadra in 2008-2009. That advance of Rs 50 crore was on the balance sheet of Vadra’s Skylight as on March 31, 2010. This means an advance of Rs 50 crore was with Vadra for a period of between one to two years.
An advance for a period as long as that is not an advance but basically an interest free loan. An advance is typically given when the company expects the deal to be completed within a few months.
Now let’s back to the balance sheet as on March 31, 2011. The fixed assets of Skylight as on this date were valued to be at Rs 16.18 crore. This is exactly the same as the fixed assets of Skylight as on March 31, 2010. Hence, it’s safe to say that the balance sheet is referring to the same fixed assets. The scheduled to the balance sheet as on March 31, 2010, point out that these fixed assets are land plots. One land plot is shown to be worth Rs 15.38 crore.
In fact this is the same plot which DLF is talking about. The balance sheet of Skylight as on March 31, 2010, shows an advance of Rs 50 crore from DLF against this land.
It is reasonable to assume that this land plot against which DLF gave an advance was still with Skylight as on March 31, 2011, given that the value of the fixed assets remained the same when compared to March 31, 2010.
So the sale of this land for which DLF had given an advance of Rs 50 crore had not been completed as on March 31, 2011. This means that the advance of Rs 50 crore to Vadra’s Skylight remained on its books for a period between two to three years.
Hence, it was this Rs 50 crore received from DLF which is a part of the Rs 58.05 crore liabilities shown by the firm as on March 31, 2011. And this was the money which basically used to build assets of Rs 48.53 crore.
Given this, DLF’s claim of the money being an advance and not an interest free loan, doesn’t really hold. An advance is typically made for the short term not for a period as long as two to three years, as seems to be the case here. What DLF gave Vadra was an interest free loan.
The investopedia website defines a current liability as “a company’s debts or obligations that are due within one year.” In Vadra’s case the current liability of an advance from DLF remained on the books for a period two to three years. And that clearly isn’t normal.
DLF statement issued over the weekend says “after receipt of all requisite approvals, the said property was conveyanced in favour of DLF.” This must have happened only after March 31, 2011. This is something only DLF and Vadra can clarify on. Or it will become clear once Skylight’s balance sheet as on March 31, 2012 comes out in the public domain, which will only happen sometime by the middle of next year.
What is interesting is that the value of the land against which DLF gave an advance to Vadra’s Skylight is shown to be at Rs 15.38 crore on the balance sheet of Skylight. DLF values this land at Rs 58 crore.  The difference is on account of the fact that Skylight is probably valuing the land at the price at which it bought it at whereas DLF is valuing it at the market price.
But then it brings us back to the question how did a firm which had a paid up capital of only Rs 5 lakh buy land which is shown to be worth Rs 15.38 crore on its own books? Where did the money come from? DLF only came into the picture after Vadra’s Skylight had bought the land and wanted to sell it to DLF.
There is another interesting point that an article in The Hindu points out. Skylight’s balance sheet as on March 31, 2010, has no entries for fixed deposits that it holds or the interest that has accrued on these fixed deposits. But the balance sheet does show a series of fixed deposits on which tax has been deducted (TDS) at source by banks.
The total tax deducted at source from 19 fixed deposits amounts to Rs 4.95 lakh. TDS at the rate of 10.3% is deducted on fixed deposits by banks when the interest paid during the course of the year is greater than Rs 10,000. This means that Vadra’s Skylight has earned  an interest on fixed deposits of amounting to Rs 48.06 lakh (Rs 4.95 lakh/10.3%). If we assume a rate of interest of 9% .then the total fixed deposits amount to Rs 5.34 crore (Rs 48.06 lakh/9%). But there is no mention of these fixed deposits in the schedules to the balance sheet. The number can be greater also given that banks do not deduct interest on fixed deposits till the interest during the course of the year amounts to at least Rs 10,000.
Also as on March 31, 2011, Vadra’s Skylight made losses of Rs 9.81 crore on a capital of Rs 5 lakh. Given this, can it continued to be categorized as a going concern?
Robert Vadra has accused Arvind Kejriwal of politics of opportunism. Politics is all about opportunism, this is something that Vadra must understand by now, given that he is married into India’s biggest political family.
Vadra as the son-in-law of Sonia Gandhi, the President of the Congress Party, which is India’s oldest and currently the biggest party in Parliament has to above suspicion, like Caesar’s wife. He cannot simply getaway by trying to strike an emotional cord by putting up status messages on Facebook and not putting out a point by point rebuttal to the charge made by Kejriwal and Bhushan.
The article originally appeared on October 8, 2012 on www.firstpost.com. http://www.firstpost.com/business/dlf-and-vadra-may-have-misled-us-on-the-advance-483293.html
(Vivek Kaul is a writer and can be reached at [email protected])

‘Capitalism is not as smartly managed as cricket’


Roger Martin is the Dean of the Rotman School of Management at the University of Toronto, in Canada. In 2011, Roger Martin was named by Thinkers 50 as the sixth top management thinker in the world. He is the author of several best-selling books like The Design of Business: Why Design Thinking is the Next Competitive Advantage (2009), The Opposable Mind: How Successful Leaders Win Through Integrative Thinking (2007) etc. His latest book is Fixing the Game, Bubbles, Crashes, and What Capitalism Can Learn From the NFL (2011) in which Martin argues that there is a lot capitalism can learn from the world of sport. In this interview he speaks to Vivek Kaul.
Your book “Fixing the Game” is essentially a criticism of western capitalism. What’s the central idea behind the book?
The central idea is that capitalism made a conceptual error when it asserted that the interests of executives would be aligned with those of shareholders if executives were given stock-based compensation. It was a simple and elegant theory – that if shareholders did well, so would executives and if shareholders did poorly, so would executives – but it turns out to produce the exact opposite. Overall, shareholders have done less well and CEOs have done spectacularly better. There has been dis-alignment, not alignment.  The current theory threatens the future of capitalism.  It produces inauthenticity in management, volatility in the capital markets and contributes to the strength of forces detrimental to broad prosperity – in particular the hedge funds.
What is the game that needs to be fixed? And why?
The title is double entendre.  It means that there are people manipulating, or in the betting parlance, ‘fixing’, the current game of democratic capitalism and we need to fix it in the sense of repairing it. It needs to be fixed now because the current game of democratic capitalism is being undermined.  Capitalism can only take so much undermining until it is irreparably damaged.
One of the things that you talk about in your book is a real game and an expectations game. Can you take us through that?
The real game is the one in which real companies build real factories (or service operations), to make real products (or services), to sell to real customers, to earn real revenues and a real profit (or loss).  The expectations game is the one in which investors look at the real market and, on the basis of that observation, form expectations as to the likely performance of the real companies and, on the basis of those expectations, buy or sell shares which collectively sets the prices of those companies in the stock market. Since stocks tend to sell for a large multiple of present earnings – 15 times earnings for the SENSEX over the long term – most of the value of a given stock is in the expectations of future earnings rather than the reality of the current earnings.
What can capitalism learn from sport?
Capitalism can learn a lesson from all of modern sport – whether American football or Indian cricket for that matter.  Each major spectator sport actually involves a real game and an expectations game. In the real game of cricket, batsmen, bowlers and fielders take a real pitch and play real wickets, make real outs and score real runs. Eventually there is a real winner and real loser.  There is an associated expectations game: betting on cricket matches.  In this game, betters imagine what will happen when the teams take the field and on the basis of those expectations place their bets. On the basis of those bets, bookmakers adjust the odds against the favorites and for the underdogs to balance the amount of money bet on either side.
So what are you trying to suggest?
The betting odds in a cricket match are identical to the stock price in capitalism – both are products of the expectations market. But that is where the similarity ends. The world of sports is clear about the relationship between the expectations market and the real market: they must be kept separate. If they are not kept separate – i.e. if players in the real game are allowed to participate in the expectations game, they will wreck the real game.  Cricket fans know that from the 2010-1 betting scandals in cricket in Pakistan.  There key players were accused and tried for influencing the results of real games to aid bettors in making illegal profits in the expectations game. In great contrast to the world of sport, capitalism not only allows, it insists on the key players in the real market also playing in the expectations market.  CEOs and other key executives are forced to take a significant portion of their compensation by way of stock-based compensation. In doing so, capitalism threatens the health of the real game.  On this front, capitalism is not as smartly managed as cricket.
How does this entire idea of “real game and expectations game” contribute to the kind of volatility we have seen in the last ten years?

When executives have substantial stock-based compensation incentives, they focus on managing expectations rather than managing the real operations of their company. If an executive is given a stock option with an exercise price at the existing trading price of the stock (the way the vast majority of stock options are priced and given), the only way that option will have any value for the executive is if he or she raises expectations of the future earnings of the company to a higher level than what they are at the time of the stock option award. That means if expectations are already high, then the executive needs to take actions to prod those expectations even higher still – even it is takes extreme actions. And because expectations cannot rise forever because they get ahead of reality, executives know that the most profitable thing that they can do for themselves is jerk expectations up and then leave before they come plummeting back down.  This creates wild swings in the capital markets of the sort we have seen in the past decade.
Could you give us an example on how this real and expectations game would play out in a company like Google and Microsoft for that matter?
At Microsoft, its stock dropped dramatically after the dot.com meltdown like many other technology stocks.  But thereafter, Microsoft spent the next decade doubling its sales and tripling its profits for an entire decade.  Despite that spectacular performance, Microsoft stock price stayed flat over the entire decade.  That is because expectations were already high at the start of the decade and even with impressive growth and profit increase, Microsoft couldn’t increase expectations. Similarly, Google recently reported a large increase in sales and profits yet experienced a drop in its stock price because it didn’t meet its expectations.  Both demonstrate how the real and expectations markets often diverge.
What about a company like Procter and Gamble?
Like all companies, P&G faces similar schisms between expectations and reality.  At times, expectations get too high and then fall too low.  However, this is less pronounced at P&G because it has a culture of focusing more on the real market than the expectations market which has served it well over time.
So how do we separate expectations and reality in business?
It is impossible to completely separate expectations from reality.  Humans cannot help but form expectations; even animals do.  If you feed a pet dog at the same time of morning for a week, it will be pawing at your bedroom door at that exact time the next time you sleep in past the usual time. However, one form of expectations is dramatically more damaging and those are the expectations of hordes of investors, especially hedge fund managers and high frequency traders. Only publicly-traded companies are exposed to the detrimental effects of that form of expectations.  The best way to avoid exposing your company to the expectations market is to be a private company – like Cargill or Koch Industries.  Facebook prospered for a number of years as a private company, then went public and felt the wrath of the expectations market.  It is unclear whether Facebook will be able to pursue its strategy as a public company in the way it did as a private company as it faces investor wrath for having its stock price plummet after its IPO.
One of the things that comes out in your book is that despite all the regulations that have been put in place after the crisis of 2008, you still feel that it’s only a matter of time before another crisis hits us. Why do you say that?
I do not believe that the regulations that have been put in place or are being put in place the cause of the last two crashes. The theory of Sarbanes-Oxley was that lax boards and audit committees and conflicted auditors caused the dot.com crash and the Enron/WorldCom/Aldephia, etc. scandals. And theory of Dodd-Frank is that excess bank leverage and mixing of commercial banking and investment banking caused the subprime meltdown.  I do not believe that those theories are even remotely accurate. In my view, inappropriate mixing of the real market and the expectations market contributed centrally to both crashes and neither Sarbanes-Oxley or Dodd-Frank address that problem. For that reason, I think that the risk of another crash continues to build. All I am confident of is that the next crash won’t be because of an Internet-bubble or sub-prime residential mortgages.  Any other cause is as likely to precipitate a bubble/crash as it was before the various regulatory changes.
This entire about paying CEOs well in terms of the stock of the company was put forward by Michael Jensen in the 1970s. And it was lapped up left right and centre. What was the reason behind its popularity?
I believe that it was lapped up because it was incredibly simple and compellingly logical.  The alignment theory sounds so lovely – shareholders and executives win together and lose together. It was so easy to understand that people gobbled it up rather than first asked themselves to work through the consequences of it in a more sophisticated way. Essentially they ignored a logical fallacy.  The theory held that executives were gaming the system to their own advantage but implicitly assumed that they would stop gaming the system to their own advantage after the proposed change. There is nothing to suggest that such a behavioral change would occur – and indeed they have kept on gaming!
How was it responsible for the current state of things?
The central thrust of the Jensen argument was that the real market needed to be wedded directly to the expectations market through stock-based compensation.  The minute those two markets were tied together, democratic capitalism was changed from an enterprise that was primarily focused on building value in the real market to one primarily focused on trading value in the expectations market.
What went wrong with that idea?
The tool was wrong.  Attempting to increase shareholder value over the long term is not a bad idea.  Utilizing the short term stock price as a perfect measure of long term shareholder value was the error. This enabled craven executives and hedge fund managers to exploit the schism between the short term measure of shareholder value and the long term creation of shareholder value.
So is banning stock options a way out? Has any company done it?
Many companies have moved from utilized stock options as their form of stock-based compensation to deferred share units or restricted share units, which are in essence synthetic versions of the underlying stock which go both up and down with the movement of the underlying stock.  They are an improvement over stock options because they result in the executive feeling both the downside and upside of stock movements rather than only the upside.  However, it still focuses the executive on the expectations market. There is a trend toward deferring them for longer periods which also makes it harder for the CEO to exploit short-term movements.  But no public company of which I am aware has banned stock-based compensation entirely.
So what is way out? You talk about boards rewarding their employees based on real outcomes and not expectation oriented outcomes. Could you elaborate through an example?
Real outcomes are things like market share, return on invested capital, customer satisfaction, etc.  The most important real outcomes vary by company and depend on the company’s context. Most companies use these measures as part of their compensation structures.  What needs to happen is for companies to raise these measures from part of their incentive compensation packages to 100% of them.

The interview was originally published in the Daily News and Analysis on October 8,2012.
(Interviewer Kaul is a writer. He can be reached at [email protected])
 
 
 

DLF borrows money at 12.38%; lends free to Vadra


Vivek Kaul
DLF is India’s largest listed real estate company. During the hey days of the company a few years back, such was the craze for the DLF stock that Kushal Pal Singh, its owner, was listed among the ten richest people in the world. Those days are now gone.
The company has recently been accused by Arvind Kejriwal and Prashant Bhushan of giving interest free loans amounting to Rs 65 crore to Robert Vadra. Vadra is the married to Priyanka Vadra, daughter of Sonia Gandhi.
Kejriwal and Bhushan have released documents which clearly show that companies set up by Vadra borrowed money from DLF and then used that money to buy properties from DLF among other things. (You can access the press release here). The market value of these properties has increased considerably since Vadra bought them.
According to a tweet on the Twitter handle of news channel NDTV, DLF has said that their dealings with Vadra have been completely transparent. Vadra on his part had explained his relationship with DLF to the Economic Times in March 2011. “I have a good understanding with DLF. Our children are friends, we are friends. They are seasoned businessmen. They are not daft. They are educated, sensible people and are reasonable and shrewd in their business. They don’t need me to enhance them. They’ve existed for years,” Vadra had said. (You can read the complete story here).
On the face of it this might look like a completely normal business transaction between two different businessmen. But the latest annual report and the analyst presentation made DLF throw up some interesting questions nevertheless.
As per an analyst presentation (dated August 6, 2012) made by DLF, the gross debt of the company stands at a whopping Rs 25,060 crore as on June 30, 2012. At the end of March 31, 2012, the gross debt had stood at Rs 25,066 crore. (You can access it here).
The annual report of DLF points out “the company’s borrowings from banks and others have a effective weighted average rate of 12.38% p.a. calculated using the interest rates effective as on March 31, 2012 for the respective borrowings.”
So what this means is that the company had debt outstanding of Rs 25,066 crore as on March 31, 2012, and was paying an interest of 12.38% on that debt. The debt outstanding as on June 30, 2012, had not changed much and was at Rs 25,060 crore. It is fair to assume that over a period of three months the interest rate on the debt outstanding wouldn’t have changed significantly.
What is also interesting is that during 2011-2012(i.e. the period between April 1, 2011 and March 31, 2012) the sales of the company stood at Rs 4582.67 crore. This means that the debt of the company is nearly 5.5 times its annual sales, which is extremely high.
The question that DLF needs to answer is that why is a company which has such huge debt outstanding and is paying an interest of 12.38% per year on it, giving out interest free loans? Also it seems to have been having trouble in bringing down its outstanding debt. The outstanding debt between March and June 2012, has gone down by only Rs 6 crore.
The company has been trying to bring down the debt by selling investments that it had made over the last few years. It recently sold a plot that it owned in Lower Parel in Central Mumbai to Lodha Developers for Rs 2,750 crore. The company has been trying to sell several of its other investments over the last few years.
The high debt level has been a huge concern for the analysts who track the company. As Sandipan Palan analyst with Motilal Oswal wrote in a recent report “DLF’s high debt has been a key concern for investors; however, we believe leverage(which means debt in simple English) of Rs 16,000-17,000 crore would be a sustainable level for the company.”
So here is a company which analysts believe should be cutting down on its debt by around Rs 9,000 crore, and it has been giving out interest free loans to an individual with zero or very little experience in running a real estate business. DLF needs to tell us in some detail the “business” reasoning behind this decision.
Another interesting point that comes out while going through the annual report of the company is that it has 65 non current investments. The annual report of DLF points out that “Investments are classified as non-current or current based on management’s intention at the time of purchase. Investments that are readily realisable and intended to be held for not more than a year are classified as current investments. All other investments are classified as non-current investments.”
Of the 65 non current investments only two are joint ventures. One of these joint ventures is with Skylight Hospitality Private Limited, a company owned by Vadra and his mother Maureen. Skylight owns a 50% stake in Saket Courtyard Hospitality Private Limited, which runs the Hilton Garden Inn Hotel in Saket, New Delhi. This is the only operational hotel of the company.
When it comes to making non-current investments joint ventures are not a favoured form of investing with DLF, given that only two out of its 65 non current investment are joint ventures.
The venture with Skylight is very small by DLF standards. In the annual report of the company the book value of the joint venture is put at just Rs 5.6 crore. Also why would a company as big as DLF is enter into a joint venture for a four star hotel with an individual who has absolutely no or very little prior experience in running a hotel? This is something that needs to be answered. A recent report in the Daily News and Analysis seems to suggest that the hotel run by this joint venture is on the block. (You can read the story here).
The entire Congress party has come to the rescue of Robert Vadra and tried to project the deals between Vadra and DLF as normal business transactions. One senior leader even went to the extent of saying “doesn’t Vadra have a right to occupation?” Yes, Vadra has the right to an occupation and so does DLF. But there are too many unanswered questions here that need to be answered.
The article was originally published on www.firstpost.com on October 6, 2012. http://www.firstpost.com/business/dlf-borrows-money-at-12-38-lends-free-to-vadra-481727.html#.UG_tdwlmmIs.twitter
(Vivek Kaul is a writer. He can be reached at [email protected]

Why Chiddu wants insurance agents to mis-sell


Vivek Kaul
There’s nothing more thrilling than nailing an insurance company – Deck Shifflet (played by Danny DeVito) in The Rainmaker
Around three years back I suddenly got a call from my bank. “I am your relationship manager Sir,” the female voice at the other end said. “Since when did journalists start to have relationship managers,” was the first thought that came to my mind. It turned out she wanted to help me plan my finances.
Fair enough. But why did the bank have a sudden interest to plan my finances? I had been banking with them for close to four years and they hadn’t shown any such interest earlier. I checked my bank account and realised that there was a fair amount of cash lying around in my savings bank account. A friend had just repaid some money back and a fixed maturity plan which I had invested in had matured.
So the reason behind the bank’s sudden interest in planning my finances became clear to me. I asked my new relationship manager to come and meet me immediately. I was curious to see what financial plan she had in mind.
What she did not know was that my area of specialisation as a journalist was personal finance. The relationship manage soon turned up and within ten minutes she offered me the solution to all my financial problems in life, which as expected, turned out to be a unit linked insurance plan (Ulip).
The bank she worked for also has an insurance company and this particular Ulip was from that insurance company. I just checked the brochure she had brought along and was not surprised to find that the premium allocation charge for this Ulip for the first year was a whopping 60%. What this meant was that if I were to pay a premium of Rs 1 lakh, only Rs 40,000 would be actually invested. The remaining Rs 60,000 would be deducted as an expense.
A major part of the Rs 60,000 deducted as expense would be given to the insurance agent (in my case the bank) as commission. And it would help my relationship manager meet her rather stiff targets.
I pointed this out to my relationship manager and she realised that the game was over. I wouldn’t fall for her sales pitch. Then we got talking about other things and realised that we grew up in the same town. Before leaving she apologised for trying to sell me such a plan. She also told me that in the pressure to meet her target last year she had sold the same policy to her brother.
He had taken a policy with a premium of Rs 1 lakh of which Rs 40,000 had been invested. The stock markets had taken a beating since then and the value of the investment had fallen to Rs 32,000. “He doesn’t talk to me properly anymore,” she said, as she left with a tinge of regret in her voice.
Those were the heady days of mis-selling in insurance when even sisters sold Ulips to brothers so that they could earn a high commission and meet their targets. Since then commissions have been reduced and as a result the mis-selling has come down.
But if the finance minister P Chidambaram has his way with things,mis-selling is all set to return in the days to come. But before I get to that let me just share some numbers that the Insurance Regulatory and Development Authority, the insurance regulator, has released in its September 2012 journal.
For the period April 1 to June 30, 2012, the insurance companies in India collected Rs 12015.5 crore as first year’s premium by selling around 67.9 lakh new policies.  Given this the average premium per policy works out to around Rs 17,690 (Rs 12015.5 crore divided by 67.9 lakh).
The total sum assured (or what is in general terms referred to as a life cover i.e. essentially the money the nominee will get if the policyholder dies) on these policies was Rs 1,50.902.8 crore. So the average life cover per policy works out to around Rs 2.22 lakh (Rs 1,50,902.8crore divided by 67.9lakh).
Hence, for the first quarter of 2012, the average premium on a life insurance policy was Rs 17,690 and it had an average life cover of Rs 2.22 lakh. If a 35 year old were to just buy a pure life cover of Rs 2.22 lakh, the premium works out to around Rs 500-700 per year on a 25 year policy. Assuming that a pure life cover of Rs 2.22 lakh can be bought for a premium of Rs 700 per year that would mean a premium of Rs 17,000 is left over.
And this is the amount that is invested by insurance companies after deducting the commission paid. In the year 2010-2011(i.e. between April 1, 2010 and March 31, 2011), the average commission paid on the first year premium was 8.89%. This is the latest data that is available.
Assuming this to be rate of commission, the commission on a premium of Rs 17,690 works out to Rs 1573 (8.89% of Rs 17,690). Deducting this from Rs 17,000, around Rs 15,417 is left over. This is the amount that is invested depending upon the mandate chosen by the policyholder which could vary from 100% stocks to 100% debt.
So what this basically tells us is that Indian insurance companies do not sell life insurance, they sell high commission paying mutual funds. As my calculations show less than 4% (Rs 700 expressed as a % of Rs 17,690) of the total premium goes towards actual insurance. Around 9% is paid as commission and the remaining amount is invested depending on the mandate given by the policy holder.
The finance minister P Chidambaram now wants to encourage the sales of these high cost mutual funds masquerading as insurance policies. He is in the process of offering a series of sops to insurance companies so that they can sell more. Among the proposed sops are greater tax deductions on insurance premiums, banks being allowed to sell insurance policies of more than one insurance company etc.
This is being done so that insurance companies are able to sell more policies and in the process more money from the domestic investors is channelised into the stock market. Since the beginning of the year domestic institutional investors have sold stocks worth around Rs 38,475 crore. The government wants to turn this tide in order to ensure that the stock market continues to go up.
This is very important if the government hopes to divest its stake in a lot of public sector companies. The disinvestment target for the year is Rs 30,000 crore. But a lot more shares will have to be sold if the government wants to control the burgeoning fiscal deficit. (you can read a detailed argument on this here).
So the higher the stock market goes the more the number of shares that the government will be able to sell. And for that happen more and money from domestic investors needs to come into the stock market. And that will only happen if the insurance companies are able to sell more policies.
As anybody who does not make money selling insurance policies or is honest enough, will tell you that mutual funds remain a better investment option. So the question that crops up here is why does Chidambaram want to encourage only insurance companies to sell more and not mutual funds?
Mutual funds are much more transparent. There performance when it comes to generating returns is much better than insurance companies. They don’t pay 9% commissions to their agents. And it is very easy to figure out which are the best mutual funds going around in the market. I haven’t seen anybody who makes a living out of selling insurance talk about returns generated by insurance policies till date.
There are a couple of reasons for Chidambaram encouraging insurance companies and not mutual funds. One is that commission offered by mutual funds is very low compared to the commission offered by insurance companies. Hence, agents of all kinds prefer to sell insurance rather than mutual funds. Chidambaram needs a lot of money to enter the stock market and he needs it to come quickly. That being the case, it’s easier for insurance companies to do this than mutual funds.
The second and more important reason is the fact that Life Insurance Corporation(LIC) of India which is India’s biggest insurance company, is government run. Between April and July of this financial year LIC collected 76.5% of the total first year’s premium. So three fourths of insurance in India is basically LIC.
The money collected by LIC can be directed by the government into specific stocks. If the stock market does not how enough interest in shares of a company being divested by the government, LIC can be instructed to pick up those shares.
If Chidambaram had encouraged mutual funds instead of insurance companies he wouldn’t have had this flexibility. So once these measures to help insurance companies are pushed through, insurance companies and agents will be back to doing what they do best i.e. mis-sell. Don’t be surprised if in the days to come you run into insurance agents promising you the moon, from your investment doubling in three years to you having to pay premiums only for five years.
And in this case this renewed attempt at mis-selling will be a result of the Finance Minister P Chidambaram encouraging insurance at the cost of mutual funds. The more insurance agents mis-sell, the greater will be the money invested in the stock market which will lead to the stock markets rallying and thus help the government sell more shares than it had originally planned.
The article originally appeared on www.firstpost.com on October 5, 2012. http://www.firstpost.com/economy/why-chiddu-wants-insurance-agents-to-mis-sell-480473.html
(Vivek Kaul is a writer. He can be reached at [email protected])