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A Lion’s eye on the Bulls and Bears

“In India, companies may fall sick, but promoters rarely do!”

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When the Heart Explodes through the helpless Mind

SEBI needs to take Stern action with Promoters like Ghias of Futura Polyester who seem to be enriching themselves in Innovassynth Technologies at the expense of Shareholders of Innovassynth Investments

Where Monies are there there will be Stink !….and SEBI, as the Regulator, needs to wear a Gas Mask at all times !

The Stink is being seen in the Promoters Ghias of Innovassynth Technologies (IST) raising it’s Equity Capital from Rs 55 crs to Rs 74 crs at par of Rs 10….the Value of IST is much more….Moreover shareholders of Innovassynth Investments (ISI) should have also been offered these shares at Rs 10 too…the sad irony it appears is that ISI itself rejected the fresh Investment Proposal in IST at par to facilitate the allotment to others….ISI is awaiting SEBI Clearance for Listing without an IPO,while IST remains unlisted

Know the background first

Ghias were  the Promoters of Indian Organic Chemicals (IOC)….It was rechristened Futura Polyesters (FP) and the Chemicals Division was moved to a new company from August 1,2002 called Innovassynth Technologies (IST)…..FP held 23850070 shares of FV Rs 10 in IST…this was over 40% of the Equity Capital of Rs 55 crs of IST…the rest was held by Rajan Raheja Group,Rakesh Jhunjhunwala and Ghias…they were also on the Board of IST….Rajan Raheja is on the Board of Prism Cement,EIH Hotels (Oberoi Hotel Chain in which Reliance too has a major stake now),Exide,Supreme Petrochem and Sonata Sofware

FP initially decided to transfer their entire shareholding in IST to the shareholders of FP directly under a Scheme of Arrangement…an initial Ratio of 10:23 was recommended and the shareholders of FP would get the shares of IST directly and free in this ratio of their holdings in FP

However a revised Scheme was formulated…and the reasons for this are becoming more apparent now…Under this Scheme FP would first tranfer it’s entire Investment in IST to another Company ISI…In turn ISI would allot free the shareholders of FP the shares of ISI in the ratio of 5:11….Thus FP Shareholders would also own ISI shares which would get listed…and ISI in turn held the Investment of over 40% of the Equity in IST….FP would also follow this with a Rights Issue at par to bring back the Networth after adjusting the IST Investment against Equity Capital and then Specific Reserves   

ISI was to get listed in 2009….BSE apparently even cleared this listing in July 2009 with the condition that SEBI Approval was required as the listing would be without any IPO…ISI applied to SEBI for this permission….till date SEBI has not given it….Why !?…SEBI has been raising queries….ISI claims it has answered all of these and are pursuing this matter with SEBI quite feverishly…what was the nature of these queries is not known…neither the SEBI website has any clues,nor is ISI revealing what these queries were. read more

Borrowing against Brands !…Interesting,but Risky area opening out !

For Years ,Brand Valuation has been part of my sessions on Valuation of Equity at BSE and Other Forums….so it was with great Interest that I read the Economic Times Front Page atricle today on ‘Cos flash brands to raise cash’

Strapped for cash,Kingfisher Airlines has managed to Borrow from State Bank of India against it’s Brand of ‘Kingfisher Airlines’ which has been valued at Rs 1900 crs,that’s US $ 391 Million at an Exchange Rate of US $ =Rs 48.50 

Interestingly,Kingfisher Airlines has actually included this Brand Value as an Asset in it’s Balance Sheet…If it had not,then the Debt/Equity ratio would have computed higher….However,It’s probably because the Brand  is shown in the Balance Sheet,that PSU Bank,State Bank of India has been convinced to lend against this Asset

‘Kingfisher Airlines’ is a seperate registered Brand than ‘Kingfisher’ for Beer and Wines…Just a thought…if the Airlines defaults ,then the bank could opt to make the Brand it’s property…It would need to monetise this to recover dues…so it will have to sell the Brand !…to a Competitor Airline or a new Airline maybe !?…does the Borrowing Agreement categorically state that this Brand also include all the licenses and permissions  etc ?…what’s the hairline % taken by the Bank for this Asset value when lending?

Now Brand Value,like Intellectual Property Rights and Goodwill is an Intangible Asset.It normally is never reflected in the Accounts,because no real consideration has been paid for it…Thus this makes this Asset Class,riskier to lend against…It may be difficult to liquidate or realise monies for it in case of default

Being an Intangible,Brand Valuation is one of the most subjective and controversial areas in Valuation…Valuing Tangible Assets is a more objective exercise

Will Banks lend against Brand Value even if it is not reflected in the Books as an Asset !?

Clearly,Corporates appear to be running out of Tangible Assets to pledge or offer as Collateral and therefore borrow against…….They are resorting to prop up their  Brand Values for actual Funds leverage

An interesting Valuation and IPO assignment I was involved in recently,threw up this demand from the Promoters when we were working to price the placement and the IPO…”Does not our Brand count for anything ?”…Of course it did…In fact it is one of India’s largest companies in it’s field and has been in existence for over a hundred years !….but potential buyers were reluctant to negotiate a higher valuation that included,both soft and  hard numbers read more

Some Wednesday Wanderings !…May’s Heat Wave causing a Lot of Bouncing !…Kingfisher Airlines Cheques…Adnan Sami…Tata’s JLR Debt woes forcing sale of TCS Shares…and our Sensex !

  • While the ‘King of Good Times’ bounces around in South Africa with his Cheerleaders cheering his ‘Royal Challengers’ in the IPL,his Kingfisher Airlines Cheques are bouncing here in India as the Airline faces more severe Royal Challenges that surely should be of a higher Priority
  • Have a look at the Times of India’s Mumbai Edition this morning…The’ve got Singer,Adnan Sami and his woes in three full blown reporting pieces on Page 1,3 and even 4 !…If you put them all together,it’s nearly a full page of Times Reporting on Adnan Sami !…They don’t even cover our PM like this ! Hey Guys ! You too have caught the ‘Bug’ Adnan Bug like his wife has !….It’s rather amusing that neither Adnan,nor his estranged wife are Indian Citizens…yet to settle their internal disputes and woes the’re using our Indian Police and Courts !…This is the beauty and graciousness of our Indian Democracy…welcoming one and all to come and use it’s facilities !….Just deport both to their own lands and see how their disputes will either be solved overnight or die a natural death quickly !…Hey ! Sami ! maybe crooning your hit song ‘Lift Kara De’ may be your prayer from out of all these woes !
  • Tata’s need to repay a bridge loan in June 2009 that was taken to part fund their purchase of Jaguar….Sigh !…yet again they have resorted to selling of part of their crown jewels !…Tata Sons have sold off 10 million shares of TCS today at Rs 627.25 to 15 different Institutions to raise Rs 627 crs…In fact in calender year 2008,TCS’s share price dropped by 44% ,twice the size of drop of competitor, Infosys….the reason was this very issue of selling pressure of  TCS shares by Tata Sons in 2008 
  •  Sensex is now 12000 and waiting for buying suckers…expect correction…the speed and scale of this 45% rise inside two months begs for it !
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