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.
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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).
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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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