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Amrit Singh Deo
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Amrit currently advises a portfolio of global private equity clients, financial services players & select global companies seeking growth in India. An Economics graduate from Delhi University, Amrit is an alumnus of ESADE Business School, Barcelona, Spain. Financial Communications advisor;... More
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  • How Indian Companies Fare On Mandatory And Voluntary Disclosure

    We, at FTI Consulting, reviewed publicly available disclosed information by leading publicly-listed companies in India to create a weighted, Composite Disclosure scoring system with six Mandatory Disclosure parameters and five Voluntary Disclosure parameters, and applied it to the Bombay Stock Exchange ("BSE") 100 Index to create the India Disclosure Index. When scored on a composite scale of one to 10 (with a 10 score indicating that all 11 Mandatory Disclosure and Voluntary Disclosure parameters are publicly and readily available), the India Disclosure Index revealed that only 41 percent of constituent companies of the BSE 100 index were fully compliant on Mandatory Disclosure parameters. The report also revealed low levels of Voluntary Disclosure by Indian companies, with a median score of 3.5 out of a maximum of six and with most providing inadequate information relating to business strategy and debt. This is particularly concerning at a time when international institutional investors are demanding higher levels of voluntary disclosure from emerging market companies.

    The low disclosure scores of the India Disclosure Index are a cause for concern in the context of the recently enacted Amended Clause 49 of the Securities and Exchange Board of India ("SEBI") Listing Agreement, which places responsibility for 'adequate disclosure and communications' with the board of directors of India's listed companies.

    We looked at disclosure in a holistic manner, covering voluntary as well as mandatory practices, to get an accurate picture of current practices amongst Indian companies. The low mandatory disclosure scores are surprising, but also something that can be easily fixed. The real challenge is to convince Indian boards and management teams that they need to go beyond mandated levels and disclose more information. At the heart of it, more disclosure and transparency are excellent proxies for better corporate governance.

    Key Highlights:

    Average Composite Disclosure score6.7/10

    Median Mandatory Disclosure score2.5/4

    • More than half of all BSE 100 index constituents have Mandatory Disclosure scores less than 2.5, reflecting poor mandated information disclosure.
    • Fifty-one percent of Indian companies did not provide analyst transcripts on websites.

    Median Voluntary Disclosure score3.5/6

    • A third of all BSE 100 index constituent companies have Voluntary Disclosure scores of three or less.
    • Sixty-eight percent of BSE 100 index constituents did not provide adequate information on debt-related information.
    • Fifty-seven percent of companies currently did not provide adequate strategy-related information on their corporate website.

    About the India Disclosure Index

    The India Disclosure Index 2015 is a report of India's leading companies by market capitalization, specifically those on the BSE 100 index, and their disclosure and financial communications practices, as assessed by 11 publicly available information disclosure parameters. The full methodology and ranking of the BSE 100 companies by their weighted disclosure scores (split by Mandatory and Voluntary Disclosure scores) can be found here: http://www.fticonsulting-asia.com/insights/reports/india-disclosure-index-2015.aspx.

    Tags: BSE100, India
    Apr 21 10:53 AM | Link | Comment!
  • A New Government In Delhi - Will The Elephant Dance Again?

    INTRODUCTION

    The election campaigns of the incumbent (Indian National Congress or Congress) and the challenger (Bhartiya Janata Party or BJP) in the recently concluded Indian elections were studies in contrast. While the BJP aggressively pushed the polarizing figure of its prime ministerial candidate Narendra Modi, communication from the Congress appeared inadequate, reluctant even to sell some of its best work to the electorate. The result was a clear sweep by the BJP, who won 52% of the parliamentary seats despite winning just 31% of

    the polled votes, and is the first single-party majority government in three decades. Such a clear mandate party caught many by surprise, including those in the victor's camp. In stark contrast, the Congress' Gandhi-Nehru dynastic appeal has clearly worn thin, with less than 10% of the seats in the lower house the Congress will not be able to assume leadership of the official opposition party (a cabinet rank position in government) by itself. We analyse the implications this change of guard in Delhi may have for the business community in India and abroad.

    A FUNCTIONING PARLIAMENT

    With a clear majority government of 282 of the 553 seats in the lower house (Lok Sabha) of parliament, the new BJP government can function without coalition partners getting in its way. Parliamentary proceedings in the lower house are expected to be tamer and more productive in the next five years. However, with only 62 seats in the 245-seat upper house (Rajya Sabha), the government will be unable to pass legislative bills without the support of the Congress and its allies (as non-money bills require passage in both houses). The numbers in the upper house are expected to change in BJP's favour in 2016, when a third of the upper house seats are up for re-election. Till then, the BJP government is expected to focus on administrative improvements, with an emphasis on taxation reforms, to reassure investors and kick-start the investment cycle once again. Following are three taxation-related policy initiatives that the new government is expected take up in the first 100 days of its tenure:

    • Roll back of retrospective taxation provisions: The BJP had promised to end to the colourfully-worded 'tax terrorism' of the previous government. Winning back investor interest has been highlighted as its first priority. Prime Minister Modi is unlikely to delay a resolution on this contentious issue and is expected to provide clarity on this subject by July 2014, during the budget session of parliament.

    • Goods and Service Tax (NYSEMKT:GST) Bill: This significant legislation harmonises the multiple central and state-level indirect tax regimes currently in place, and replaces it with a single unified regime. The new government is hoping to enact the necessary legislation for a nationwide GST roll-out by 1 April 2015. The Congress has promised, for now, to support the government and allow passage of both the constitutional amendment bill (dividing central and state tax remits) that needs to precede the GST Bill, and the GST Bill itself in the upper house.

    • Direct Tax Code (DTC): This will replace India's archaic income tax laws and simplify the tax structure. The roll-out, however, is expected to coincide with that of the new GST regime.

    While speaking in support of 'job creating' Foreign Direct Investment (NYSE:FDI) in all sectors, other than multi-brand retail, it remains to be seen which of the FDI related legislations will finally be tabled by the government. Some of the bills introduced by the earlier government (which have now lapsed with its dissolution) - Civil Aviation Authority Bill, Forward Contracts Amendment Bill, Insurance Laws Amendment Bill (which seeks to raise FDI limits in the insurance sector from existing 26% to 49%), the Microfinance Bill and the Bill proposing entry of foreign educational institutions - may be

    selectively re-introduced in the lower house over the next 12-18 months.

    A LEANER GOVERNMENT STRUCTURE

    Delhi policy circles are abuzz with talk about a leaner executive structure and a consolidation of related ministries and government departments (the earlier government had 71 ministers to accommodate coalition allies into the executive arm). This one step alone, if implemented, is expected to cut bureaucracy significantly, reduce inter-ministerial turf wars, and allow faster decision making.

    Current power-related ministries - Power, Coal, Petroleum & Natural Gas, Atomic Energy and Renewable Energy - may be merged into a single Ministry of Energy over the next few months. Likewise, a new Ministry of Transport could see the present three ministries - Railways, Surface Transport & Highways, and Shipping & Ports - consolidated under a single ministry. Tourism, Culture and Civil Aviation ministries are expected to be merged on account of the synergies between them. The Commerce Ministry and the Department of Industrial Policy and Promotion (DIPP) under it are likely to be brought under the External Affairs ministry, which is a strong indication of the economic and trade oriented foreign policy that the new government is keen to pursue. FDI policy and implementation may be brought under a single ministry, the Finance Ministry (currently, it's split between the Commerce and Finance Ministries). This should put an end to the turf wars between the two ministries that have been blamed for policy inconsistencies and for confusing investors.

    One area where the government seems to be keen to break new ground is improving the working relationship between the central government in Delhi and the 28 state governments. If indications are anything to go by, there may be new ministry for state affairs. A policy first, it has the potential to trigger a new dynamic in centre-state relations and is a candid admission signifying the importance of efficient state-level implementation on all policy initiatives.

    INFRASTRUCTURE INVESTMENTS AND ENERGY SECTOR REFORMS

    The new government is under pressure to follow-through on its commitment to infrastructure investment, as articulated in its election campaign manifesto. Prominent amongst these were: the establishment of a high-speed national railway network called the Diamond Quadrilateral system, integrated public transport projects including the development of waterways for passenger and cargo transport, the development of a national fibre optic network, and a ports modernisation programme.

    Project implementation of stalled infrastructure and industrial projects, even without embarking on these new projects, will be a key driver in plans to revive growth. The new government has promised to create an easier operating environment by reducing the number of clearances required for projects and improving coordination between the different arms of the government to get stalled projects moving.

    The private sector has been hoping for an early review of the recently enacted Land Acquisition Act that has stringent provisions (some would say 'anti-industry') towards land acquisition for infrastructure and industrial use. The new government could move an amendment later in its term, once it has secured support for it in both houses, i.e. post 2016.

    Energy sector reforms have been identified as another priority area. There have been allusions to a re-structuring of the coal sector and allowing private participation in exploration. The BJP's pre-election manifesto spoke about expanding gas grids across the country, for both consumer and industrial use.

    Domestic manufacturing is expected to receive a lot of attention by the new government - particularly in the area of defence manufacturing, and a strong preference for technology-transfer agreements.

    CONCLUSION

    The new leadership has many good ideas and plenty of enthusiasm. The challenges however, are not insignificant. Amongst them include kick-starting the investment cycle while also maintaining fiscal stability; cutting the US$41 billion annual subsidy bill on food, petroleum and fertiliser; and subsiding retail inflation, which remains stubbornly above 8%. Additionally to address, the sovereign rating, which is on thin ice at the lowest investment grade (BBB-) with a negative outlook as per Standard & Poor.

    The Indian capital markets and business community have been exuberantly celebrating the BJP win. The BSE Sensex and NSE Nifty market indices touched record highs after the BJP's electoral victory, discounting predictions of a weak monsoon

    (that could weaken rural incomes).

    All this positive sentiment puts the weight of expectations on Modi's new team. There is much work to be done with little room to manoeuvre. India's new political leadership will need a repeat of their electoral performance to kick-start growth in the Indian economy and to get the economic giant to dance again.

    Disclosure: I have no positions in any stocks mentioned, and no plans to initiate any positions within the next 72 hours.

    May 29 4:53 AM | Link | Comment!
  • Institutional Money & ESG Disclosure In India

    Over 650 global institutional Investors have signed the Priciples of Responsible Investing (NYSE:PRI) about factoring in ESG (Environmental, Social, Governance) disclosure when making portfolio investment decisions. Simply put - if you want our money, be good (& show us how). Something like Santa.

    The kicker being, this Santa has always symbolized Capitalism. And he wants you to be Good. If you've only been a student of classical economics & considered profit-maximization as the holy grail, its time to enrol back into school. The incredulous reception to the centre mandating CSR spending & reporting is similarly, understandable. Not to speak of the Indian metals & mining companies - crying themselves hoarse with an 'its all mine' argument like a petulant child.

    Its time to acknowledge the broader trend. Corporates are being asked to pitch in as social citizens. And pitching in pennies/ paisas isn't enough.

    To be fair, there are plenty of role models in India - the Tatas, Birlas, Godrejs - have made significant contributions towards social institutions. The required mandate has just widened. Its not longer patronage, but a responsibility. For corporates, big or small.

    This means the CFO has to expand the definition of Financial and Investor Communication, to include ESG spending & its governance. This is a management mind shift as well as an organizational change - strategic in nature. ESG spending needs to be considered compliance & brought into the ambit of 'Risk Management' (the absence of ESG being the risk here). It's a long journey for Indian companies - we have industries/sectors which have thrived under the radar, without much scrutiny on their environmental or social impact. As cross-border M&As pick up, and international companies bring with them a more heightened awareness of their social & environmental responsibilities into India - it could re-position many Indian players who are ill prepared to adapt.

    Progressive Indian companies, who embrace this earlier, will be better placed to attract talent, supporters, customers & investments. Resistance is futile.

    Jan 26 3:34 AM | Link | Comment!
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