Adani Group Founder and Chairman Gautam Adani Dharavi Project

Will Adani Survive Hindenburg Setback?

People buy life insurance policies on the basis of trust that insurance companies would make investment of premium money based on knowledge and prudence to secure the future of insured and make every attempt to give them good returns on investment. The business is expected to be conducted on the “principle of utmost good faith.” The country’s largest life insurer Life Insurance Corporation, in which the government owns 96.5 per cent after it sold 3.5 per cent ownership through initial public offering at a price of Rs949 a share of Rs10 face value, is found to have painted itself into a corner over its bewilderingly large investment in Adani Group companies, more by way of share purchases than sanction of debts.

Since the publication of Hindenburg report on January 24 levelling accusations of “brazen stock manipulation and an accounting fraud scheme over the course of decades,” shares of all Adani Group listed companies have come in for free fall. LIC shares too have suffered a collateral damage with the price hitting 52-week low. This cannot be otherwise because LIC has humongous investments in the beleaguered group.

Between the revelations by the US short-seller Hindenburg, claimed to be based on a two-year investigation, the Adani group’s market capitalisation has shrunk by Rs12.06 lakh crore, or 63 per cent. If one goes by Hindenburg report, which is strongly denounced by Adanis as anti-Indian, the share rout is not complete yet. (But should a private group invoke nationalism as defence when it comes under a cloud?) The report ominously says: “Even if you ignore the findings of our investigation and take the financials of Adani Group at face value, its seven key listed companies have 85 per cent downside purely on a fundamental basis owing to sky-high valuations.” At the time of Hindenburg report release, the Group, which saw meteoric price rises on the stock market, had a market capitalisation of Rs19.12 lakh crore. This, however, was down from the high of Rs22.93 lakh crore on September 20, 2022. Almost like a seer’s prediction, some of the seven Adani stocks have lost value teasingly close to 85 per cent, as Hindenburg report anticipated.

Take Adani Enterprises, the Group’s holding company. Stung by collapse of share prices, it was compelled to call off the follow on public offer (FOPO) set at between Rs3,112 and Rs3,276 (full subscription had to be ensured by way of pulling strings with investors in the Gulf and some friendly groups here) and return money to subscribers. What could Gautam Adani have done but return the money his flagship enterprise secured in the course of FOPO with open market price seeking lower and lower price at every trading session. As  a result of the stock market rout, Gautam who rapidly rose to become the world’s third richest man with a net worth of $116 billion (Bloomberg Billionaires Index as on December 28, 2022) and India’s and also Asia’s richest. But with his net worth experiencing a free fall every trading day caught in a short selling blizzard, Gautam , according to Forbes, now with wealth of $33.4 billion is 38 in global ranking of the richest.

But whatever the popular perception of Gautam following the Hindenburg accusations, to be fair to the man, he is never boastful of his and his family’s wealth. In an interview following his ascendance to the world’s third richest slot with India Today Group, he said: “These rankings and numbers do not matter to me. They are only media hype. I am a first generation entrepreneur who had to build everything from scratch. I get my thrill from handling challenges. The bigger they are, the happier I am.” He claims to find joy in meeting challenges and finding solutions. If that be so, proving Hindenburg wrong that his “amassing a net worth of roughly $120 million in the past three years largely through “brazen stock manipulation and accounting fraud” is the challenge he surely never thought would come his way. The degree of his brazenness is shown in spikes of shares of Adani Group’s “seven listed companies” by an “average of 819 per cent… in the past three years.”

Such unimaginable building of wealth in a short period, indefensible support of government institutions such as LIC and State Bank and ease in acquiring expensive assets like the Indian cement business of Holcim, according to many observers, would not have been possible without the blessings of the powers that be. There has not been a singular intervention by regulators such as Securities and Exchange of Board of India (SEBI) and Reserve Bank of India (RBI) to rein in the Group or talk of any inquiry when the Group fortunes were ascending at stratospheric rates. Going by the Hindenburg report, the Group’s meteoric rise was aided in no small way by: (i) Adani companies piling up substantial debts by pledging shares whose prices were inflated through market manipulation. As a result, “five of the seven listed companies are indicating near-term liquidity pressure.” (ii) Its research has allegedly established that Gautam’s elder brother Vinod or his close associates “manage a vast labyrinth of offshore shell companies.” The US short-seller claims to have found 38 Mauritius shell companies and also similar such entities in Cyprus, the UAE, Singapore and several Caribbean Islands under Vinod’s charge.

Financial and reputational scars that the report left on Adani Group and the family led them to dismiss it as “maliciously mischievous.” They don’t think it is based on “research” at all. The group legal head Jatin Jalundhwala said: “The unsubstantiated contents are designed to have a deleterious effect on the share values of Adani Group companies as Hindenburg, by their own admission, is positioned to benefit from a slide in Adani shares.” Such expected blasters apart, the Adanis are in the process of evaluating provisions of Indian and US laws for “remedial and punitive action against Hindenburg.” Hindenburg, it will appear, will welcome a legal battle in a court in the US “where we operate. We have a long list of documents we would demand in a legal discovery process.”

ALSO READ: The Adani Ascendency Phenomenon

One will not be surprised if instead of going to the court, the Adani Group will stay focussed in servicing debts, make payment for loans as they mature, run businesses from mining to ports to power efficiently removing opaqueness that invites criticism. Hindenburg report makes the allegation that “the Group’s very top ranks and eight of 22 key leaders are Adani family members, a dynamic that places control of the Group’s financials and key decisions in the hands of a few. A former executive described the Adani Group as a family business.” There is nothing wrong in competent family members holding important offices in businesses. But the important requirement is they at all cost avoid doing the kind of shenanigans mentioned in Hindenburg report.

It will be a long time before the bewildering Adani drama gets unfolded. This is despite finance minister Nirmala Sitharaman saying “our regulators are very stringent about governance practices and have kept our markets in prime condition.” In an attempt to reassure the public she also said the exposure of LIC and SBI to Adani Group was “within permissible limit.” Her statement ten days after the publication of the Hindenburg report was intended to restore confidence among investors. To her mortification, however, along with the continued Adani rout, the broad market too is experiencing value erosion almost on a daily basis. Intriguingly while mutual funds in general have stayed clear of Adani shares, LIC is found generous with public money to invest heavily in Adani shares. The government owned life insurer owns between 1.28 per cent and 9.14 per cent of issued capital of seven listed Adani companies. People have the right to know on what consideration LIC investment experts opened the purse, which they hold in trust of millions of insured, to acquire Adani shares.

The alleged omissions of Adani Group have provided a handle to the Opposition, particularly the Congress and its uncrowned leader Rahul Gandhi with the stick to berate the government, both within and outside Parliament. Gandhi vitriol is mainly targeted at prime minister Narendra Modi. The Gandhi proposition is the stunning wealth build up of Gautam Adani through his string of companies in such a short period is because of his proximity to Modi and government investigative agencies not bothering him. To Gandhi’s mortification, however, the Lok Sabha speaker Om Birla expunged much of what he said in the Lok Sabha on the subject as he rejected the Opposition demand for investigation on Adani Group by a joint parliamentary committee (JPC).

The immediate fallout of Hindenburg report and the stock market rout of Adani shares that followed is the Group decision to tread carefully with expansion. The decision not to bid for government ownership of Power Trading Corporation has already been made. Will the Group still be a contender for PSU (public sector undertaking) NMDC Steel, which the government has decided to exit? Hasn’t the Adani plan to build a 4 million tonne alumina refinery as well as an iron ore project involving an investment close to Rs60,000 crore in Odisha announced in August 2022 with much fanfare too become uncertain? Unlike Congress, Trinamool Congress has been circumspect in criticising the Adani Group, which last year announced the plan to construct a deep sea port at Tajpur in East Midnapur of West Bengal. Speculation is rife if investment starved Bengal will get to see work on port construction starting anytime soon.

When Gautam Adani remains the target of vitriolic attack from so many quarters, the country’s senior most economics editor Swaminathan S Anklesaria Aiyar has made some interesting contrarian observations in an article in The Economic Times. He writes: “Adani critics say he shot to riches not through skills but manipulation and minting money in cosy monopolies. I disagree. Going from humble origins to global No. 3 in two decades is impossible without exceptional business skills.” Aiyar thought it would be appropriate to make a mention of Dhirubhai Ambani to drive home the point that Adani is not guilty of playing tricks that the country didn’t experience before. It goes like this: “Once, Dhirubhai Ambani was also accused of political manipulation and boondoggles. He responded, ‘What have I done that every other businessman has not?’… Other businessmen, many with formidable historical advantages, had also wooed politicians and fiddled books, For a newcomer like Dhirubhai to beat the old giants at their own game signified immense talent. Something similar can be said of Adani.”

Finally, Aiyar says, “The Hindenburg report may be the best thing that ever happened to Adani. It will slow his speed of expansion… and force his financiers to be diligent and cautious in future. This could impose highly desirable financial discipline on Adani, to his own benefit.” He concludes by saying: “One day I might actually buy Adani shares.” Aiyar thereby is confirming that Adani has the acuity to overcome his current problems and steady the Group. Aiyar is not alone to have come out with support for Gautam. KP Singh, chairman of DLF, says: “Good side I find with Adani is all his companies are operation-wise profitable… Adani will come back again. It is not end of story.” Aiyar has a few others from business and industry keeping him company.

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Adani Acquisition Of NDTV

Adani Completes Majority Acquisition Of NDTV

The Adani Group on Friday said it had acquired a 27.26 percent equity stake in NDTV from the promoters — Prannoy Roy and Radhika Roy — indicating that the group had acquired the majority stake in the media firm.

In a statement on Friday, the Adani Group said, “RRPR, an indirect subsidiary of Adani Enterprises and member of the promoter/promoter group of NDTV, has acquired 27.26 percent equity stake in NDTV from Mr. Prannoy Roy and Mrs. Radhika Roy (“Sellers”) by way of inter-se transfer under Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011.”
According to the statement shared with the stock exchanges, consequent to the present acquisition, RRPR will now hold a 56.45 percent equity stake in NDTV.

The Adani Group also said Vishvapradhan Commercial Private Limited (an indirect subsidiary of the Adani group) holds an 8.27 percent equity stake in NDTV and RRPR (prior to the present acquisition) held 29.18 percent equity stake in NDTV.

AMG Media Networks, a wholly-owned subsidiary of Adani Enterprises Limited, had announced on August 23 that it had acquired a 100 percent equity stake in Vishvapradhan Commercial Private Ltd (VCPL).

On December 23, Prannoy Roy and Radhika Roy said in a statement that discussions with Gautam Adani had been constructive since the open offer was launched and the suggestions that have been made were accepted by Adani Group chief “positively and with openness”.

The AMG Media Network, after the recent open offer, is now the single-largest shareholder in NDTV, according to the statement.

“Consequently, with mutual agreement, we have decided to divest most of our shares in NDTV to the AMG Media Network,” it said.

“Since the open offer was launched, our discussions with Mr. Gautam Adani have been constructive; all the suggestions we made were accepted by him positively and with openness,” it added.

The NDTV founders had proposed to transfer 27.26 percent of their shares in the media company to the Adani Group.

Radhika and Prannoy Roy had proposed to sell 13.44 percent and 13.82 percent stakes, respectively, in NDTV to RRPR Holding, NDTV said in a stock exchange filing earlier.

On December 23, the Adani Group held a 37 percent stake in NDTV after an open offer and an earlier acquisition. (ANI)

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World's Third Richest Man

The Adani Ascendency Phenomenon

Jawaharlal Nehru consciously avoided being seen close to any of the large business houses of his times. In their ingeniousness, those houses successfully found their way through the labyrinth of the much feared and despised Indian bureaucracy and political establishment. The bureaucracy’s vice-like grip over economic administration remained unchanged for a good number of decades since Independence. At the same time, a few brave hearts, determined to make it big despite the infamous licence Raj and the concomitant bureaucratic cobwebs, managed to get into the inner court of the country’s third Prime Minister Indira Gandhi (1966 till October 31 1984, except for 1977-1980).

In Mrs Gandhi’s personal secretary and confidante extraordinaire RK Dhawan, wielding enormous power, three business men in particular – one from Bombay (Mumbai renaming hadn’t happened then) and two from Calcutta (since renamed Kolkata), found a friend who wouldn’t stop doing anything for them.

What was not ordinarily possible till Dr Manmohan Singh, under the prime ministership of Narasimha Rao rolled out a series of economic reforms, necessitated by a grave economic crisis, Dhawan would ensure that nothing would come in the way of securing for his three loyal friends what they wanted. Many would expectedly take exception to the favours thus extended selectively. At the same time, if the three were not enabled to overcome the hold that the then industry leading groups had on private sector economic activities, the country would not be experiencing some extraordinary entrepreneurship marvels of present times.

The worst thing that the industry leaders did in the licence Raj was to deny the possibility of aspiring businessmen to enter some industries by pre-empting licences all of which they would never implement. Business men cosying up to politicians and bureaucrats is not, however, unique to India. It happens everywhere with powerful lobbies working in developed countries on behalf of businesses. Civic society will frown on the practice and media will take note from time to time when limits are crossed and distribution of favours become disturbingly so.

Corporate governance in India was an unknown phenomenon almost till the end of last century. And till the non-resident Indian industrialist Swraj Paul (earned peerage in the UK since) made infructuous attempts to buy into two Delhi based groups – Escorts and the diversified DCM – in the early 1980s, people in general were not aware that in majority of cases families with equity holding of less than 10 per cent stayed in full control of companies. Abuses naturally followed with impunity. Today provoked or on occasions without provocation, the seemingly uninterested politician Rahul Gandhi will invoke two groups Reliance and Adani for amassing great wealth helped by their proximity to Prime Minister Narendra Modi. It will not be anybody’s case that proximity to the powers that be doesn’t help in running businesses. Great risk taking capacity, foresight, execution of very large projects without time and cost escalation, ability to get into sunrise sectors ahead of others and capacity to hire the best talents and empower them count a lot more than connection with people in power.

It will not be out of place to recall here that once when Pranab Mukherjee was told by a party colleague in a somewhat disapproving tone that the Ambanis always got favoured treatment from him, his retort was “get me any number like them, I can assure you I shall extend them the same kind of courtesy.” Once again the message that came out from that unofficial conversation is that knowing people in right places is no guarantee for success in business.

Let’s take the case of the Birla family, which once had free access to Mahatma Gandhi then all through with the ruling political establishment and also the principal opposition parties. In spite of that proximity, it is only one branch of the family headed by Kumar Mangalam Birla that counts today. Businesses of a number of leading groups of the past have either shrank in size beyond recognition or just withered away, thereby underlining the point political patronage is no guarantee of success. Consider several information technology companies, including TCS, Infosys, Wipro and HCL Technologies acquiring global status without any government help or the over a century old Tata Group with presence in automobile to steel to retail reinventing itself to greater glories.

ALSO READ: Family Business And Succession Plan

The country will never be short of people who will always see the presence of an invisible hand (in the present case distribution of patronage by the government) in the meteoric rise of Adani Group. Such vigilance, if it is informed is good for the economy and general public who responding to sustained campaign by official agencies make investment in the equity market either directly or through mutual funds. Investors find reassurance when promoters themselves have substantial holdings in companies. As said earlier, Indian promoters per se managed to exercise total control over companies by pegging their ownership of equity capital as little as possible till the late 1980s. In that kind of environment, promoters enjoyed running companies putting all risk on banks, financial institutions and general investors. But shaken by Swraj Paul episode and in order stave off takeover attempts, all Indian business men started raising holdings in their promoted companies.

What about Gautam Adani, who starting with trading in commodities in the late 1980s made big strides in infrastructure (roads, airports, seaports), energy (both coal fired and renewable) and electricity transmission, gas distribution, mining, FMCG and real estate? Bombay Stock Exchange says promoter holdings in Adani group companies are like this: the flagship Adani Enterprises 72.28 per cent; Adani Ports & SEZ 66.02 per cent, Adani Power 74.97 per cent, Adani Transmission 73.87 per cent; Adani Green Energy 60.5 per cent, Adani Total Gas 74.8 per cent and in the recently listed Adani Wilmar 89.74 per cent.

Remarkably all Adani group company shares are doing very well with their prices continuing to appreciate a lot more than progress of BSE and NSE indexes. A report published the other day by CreditSights, a Fitch arm saying Adani group is “deeply overleveraged” as it is predominantly using debts to invest aggressively across its existing as well as new businesses. Giving a warning, the report says: “In the worst case scenario, overly ambitious debt-funded growth plans could eventually spiral into a massive debt trap, and possibly culminate into a distressed situation or default of one or more group companies.” No doubt many horizontally fast expanding groups here and elsewhere have run into debt traps from where they could never come out. At the same time, there are quite a few examples in India, more importantly the Tata Group and Reliance Industries, both not very long ago carrying the burden of debt mountains, have been able to achieve comfortable debt equity ratio through sustained improvements in cash flow and EBITDA (earnings before interest, tax, depreciation and amortisation.) After having recorded profitable growth of its mobile telephony and data delivery and retail businesses and also announced massive plans for development of green energy and hydrogen, the outlook for Reliance improved so much that Mukesh Ambani could sell small parcels of equity at substantial premium to global giants such as GIC of Singapore, TPG of the US and Aramco of Saudi Arabia. The funds thus mobilised are used both to pare debts and further grow business.

The Economic Times, which saw Adani reply to CreditSights on its describing the group as “deeply overleveraged”, says in a report: “The group’s net debt was ₹1.6 lakh crore by the end of the June quarter this fiscal year, compared with ₹50,200 crore of run-rate EBITDA. Leverage as measured by gross debt to EBITDA ratio was at 3.92x, reflecting a drop in the debt level, Adani group said. The group’s gross debt was ₹1.8 lakh crore.” Whatever Adani may say, funding this scorching rate of growth through greenfield ventures and acquisition of the kind Swiss giant Holcim’s cement business in India for $10.5 billion – in one giant stroke Adani becomes the country’s second largest cement maker after Birla’s Ultratech – will remain a subject of concern.

The other day Gautam Adani made a startling announcement that his group will be building the country’s largest single location alumina refinery of annual capacity of 4 million tonnes in Odisha. (Alumina is an intermediate chemical derived from bauxite mineral used in smelters to make aluminium) The selection of Odisha is natural, for the eastern state owns over half the country’s bauxite deposits of 3.9 billion tonnes. No doubt before he commissions the refinery, he will use bauxite mines in the upstream and build a large smelter in the downstream. There is a point here. Odisha is a non-BJP state and is long under the rule of Biju Janata Dal (BJD). Chief Minister Naveen Patnaik is educated, cultured and suave.

So if anyone’s thesis is that ascendency of Gautam Adani to the extent of becoming Asia’s richest and the world’s third wealthiest is because of his proximity to Modi, then she/he is short on understanding the economics of how business is run. Adani exercising the option provided in the loan agreement that at any point that loan can be converted into equity at face value of share making the way for his acquisition of marquee television channel NDTV no doubt raises the prospect of the channel undergoing change in character of content. But the acquisition cannot be challenged. The watchdog SEBI has not found anything wrong in Adani move.