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FEB 13, 2005
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Business Today,  January 30, 2005
 
 
RELIANCE
Moving Around In Circles
Corporate governance may stink at Reliance, but how will it affect the proposed settlement between Mukesh and Anil?

January 21, 4 p.m.: a few hours after the third quarter results of Reliance Industries Limited (RIL) have been passed by the board-the board meeting went on for just one hour and 15 minutes, without a hint of acrimony or tension, prompting one of the secondary players in the battle for control of RIL to call it a "damp squib"-a motley bunch of equity analysts gather at the RIL office in Maker Chambers IV for an investor presentation. That's a first for the number-crunching, ratio-grunting community: They've been used for several quarters now to attending these quarterly meetings at Reliance Centre-where RIL Vice Chairman & Managing Director Anil Ambani has his office-with till-recently Treasurer Amitabh Jhunjhunwala presenting the numbers and future growth scenarios. For the quarter ended December 2004, it is instead President (Finance) Alok Agarwal who does the honours (if indeed Agarwal considers it so).

For the next couple of hours, the analysts are treated to a flurry of numbers and investment plans, one of the objectives being of course to drive home the point that it is business as usual, and the ownership difference between the Chairman and the Vice Chairman hasn't impacted the Rs 1 lakh-crore group's operations in any way: Capital expenditure over the past nine months, of Rs 2,600 crore, was leading to sustained growth, profitability ratios had improved, the group's consolidated profit stood at Rs 5,360 crore, the company had concluded India's first ever multi-currency transaction (involving the yen, dollar and euro) for $350 million (Rs 1,540 crore), and that the conglomerate had lined up investments of $8-10 billion (Rs 35,200 crore-Rs 44,000 crore) for the next five years.

JOURNEY TO A SETTLEMENT:
MORE MUCK AND A MURKIER PICTURE
» The settlement will have to be one of ownership, management and operational freedom. A split will go only as far as the family estate (including shareholding in Reliance companies), but will not involve a division of RIL's businesses.

» One option could be separating management control between the two brothers, but ownership will remain with the Chairman, making him the final authority. Will the Vice Chairman eventually concede to such a situation?

» Anil's spokespersons stress that the settlement has to be fair and equitable. With RIL accounting for a chunk of the group's value, revenues and cash flows, reaching an 'equitable' split without splitting RIL appears difficult.

» Although a member of RIL's corporate governance committee has reportedly claimed that two retired judges have given the company a clean chit with regard to RIL's investments in Reliance Infocomm, the flagship has had little to say about RoC documents proving that the Chairman and his wife have picked up close to half of the voice and data business for a measly Rs 100-odd crore.

» Anil has since shifted focus to the flagship, sending a 500-page document to the corporate governance committee, detailing apparent flaws in governance at RIL.

» At RIL meantime, it appears to be business as usual with total income shooting up 42 per cent, and net profits 52 per cent for the third quarter of 2004-05. Export earnings have for the first time topped $4 billion (Rs 17,600 crore).

» Reliance Infocomm too seems to be unaffected by the attacks on its integrity, with the company lining up debt- and capital-raising initiatives, and sewing up alliances with global majors like Sprint.

» Subtle changes are underway, pointing to a possible new dispensation at the RIL headquarters: Alok Agarwal, President (Finance), for the first time made a presentation to the investing community instead of former Treasurer Amitabh Jhunjhunwala, and the Meswani brothers are set to be the official spokespersons of RIL.

Unsurprisingly, as one analyst rather coyly noted, when it came to painting the group's consolidated picture, not too many slides were spent on Reliance Energy. Predictably too, Reliance Infocomm hogged a fair bit of the presentation's latter half: The consolidated net loss of RCIL was now down to Rs 79 crore, Reliance Infocomm had notched up an operating profit of Rs 512 crore, and the net impact on RIL's consolidated profit was (just?) Rs 274 crore. The message for the analysts was loud and clear: RIL's investments in associate companies (read Infocomm) will ensure handsome returns, which will be reflected in future profit growth of these companies.

If the equity researchers, and indeed RIL shareholders, thought they could rest assured that RIL, Reliance Infocomm, and the entire group for that matter, had indeed stayed impervious to-and if the figures are to believed, in fact thrived during-the no-holds-barred tussle for ownership between Mukesh and Anil Ambani, they perhaps were compelled to do a rethink a couple of days later. Reports surfaced that the Vice Chairman had sent a voluminous report on apparent transgressions of governance within RIL to the corporate governance committee that had been put together by the RIL board at a board meeting on December 27. The salvo put paid to speculation within RIL that Anil was ready to meet and thrash out matters with Mukesh, which appeared faintly possible considering that, as insiders reveal, Anil was particularly cheerful and didn't attempt to raise issues at the quarterly results board meeting.

Anil, it would seem these days, is in a mood to fire his volleys outside the boardroom. Last fortnight, he reportedly demanded an independent report from the government nominees on the IPCL board on the activities of Director Anand Jain. The 500-page tome on RIL would have to be considered more seriously though, coming as it is in the wake of documents from the Registrar of Companies that home in on the fact that Mukesh and wife Nita own a little over half of the voice and data holding company Reliance Communications Infrastructure Limited (RCIL), and that they had indeed-via a string of companies-purchased these shares for just Rs 101 crore. The average acquisition cost per share for the Chairman and his wife works out to an absurdly low Re 1 per share, as against Rs 26 per share, which is what RIL paid for its 45 per cent holding in RCIL by forking out Rs 2,331 crore.

RIL's official spokespersons have no comment to offer on this transaction, and say it's up to the corporate governance committee to pass its verdict. You have to wonder though: Is RIL silent because there's little it can do to defend the acquisition of RCIL shares for a song by Mukesh and Nita? Or does it have confidence in the corporate governance committee, one of whose members had last fortnight reportedly claimed that two retired judges had given RIL a clean chit for its investments in Infocomm?

AT RIL, OWNERSHIP DIFFERENCES ARE ONE THING, AND
MANAGEMENT INITIATIVES QUITE ANOTHER
» Directorate General of Hydrocarbons has approved RIL's development plan for producing 40 million cubic metres per day of gas initially from the oil wells Dhirubhai 1 and 3 of KG-D6 block. Commercial production from D6 expected in 2008-09.

» Jamnagar refinery operated at 96 per cent capacity utilisation in the October-December quarter, thereby benefiting from robust refinery margins.

» Some 280 retail outlets have been commissioned to market petroleum products. Two thousand more to be completed in 2005-06.

» Blueprint drawn to set up additional polyester capacity of 550,000 tonnes per annum; first phase to be commissioned in 2005-06.

» Paraxylene plant at Jamnagar being expanded by 310,000 tonnes; to be completed by 2006-07.

» PTA plant of 532,000 tonnes per annum also in the works; to be commissioned in the second quarter of 2006-07. Other capacities being set up/expanded include polypropylene, styrene monomer and butadiene.

» Reliance Infocomm's net loss for nine months of 2004-05 at Rs 164 crore. Operating profit at Rs 512 crore. RCIL's consolidated net loss at Rs 79 crore. Net impact on RIL's consolidated profit is a negative Rs 274 crore (including elimination of income on preference shares).

» First ever multi-currency transaction in India done by RIL, involving the yen, dollar and euro, for $350 million (Rs 1,540 crore).

Whatever that answer may be, the moot point is how the apparent lapses of governance within RIL and RCIL are going to affect the proposed settlement between the two brothers. An RIL spokesperson emphatically says that there's no climb-down from previously asserted stances by the Chairman: That the family estate (including the family share in RIL) can be split between the family members and even management control can be apportioned between the brothers (if fences can be mended), but RIL's businesses cannot be physically divided. And, yes, Anand Jain, Director at IPCL, will not be sacrificed. "Anil has been very much part of the board all this time (during which he has alleged conflicts of interest between Jain's business activities and his position at IPCL), and this holier-than-thou attitude of his is difficult to reconcile with," says the RIL spokesperson. Anil has been given an opportunity to reconsider his resignation (in protest against Jain's alleged misdeeds).

The settlement for its part is going to take its time, and it would be surprising if by February 24-Kokilaben's birthday-a solution is laid out. RIL watchers wonder how much more ammunition Anil has in his quiver, now that he's put a 500-page volume on RIL on the table. Insiders, though, reveal that they expect the thrust and parry to continue till well until March. Sources in the Chairman's office acknowledge that it makes sense to find a solution before the annual general meeting (AGM), which would take place some-time in June, as matters could take an ugly, unpredictable turn at the shareholder meet.

For the time being though, if the quarterly results are any indicator, RIL has emerged pretty much unscathed (though not smelling of roses by any yardstick) since the issue of ownership burst into the media glare in mid-October. The simple (fortunate) reason for that is that Reliance has become too big an animal for the brothers to personally look into. Whilst Mukesh and Anil focus on the new initiatives (Mukesh on Infocomm and Anil on power), a crack A-team of professionals takes care of the existing businesses, manufacturing and projects. All the businesses-textiles, polyester, fibre intermediates, chemicals, oil and gas, petroleum refining, petroleum retailing, etc.-are headed by presidents (who report to the RIL board). Similarly, the Patalganga, Hazira, Jamnagar and DAKC facilities are headed by presidents. These presidents constitute autonomous bodies managing their respective businesses, going up to the Chairman only when strategic decisions need to be taken, or investments need to be made. "The Chairman functions as a venture capitalist. I go to him for funding and keep him abreast of implementation of strategies," is how one head of an RIL business puts it. Patriarch Dhirubhai clearly did a great job in initiating the segregation of ownership and management. Now if only the ownership was as transparent!

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