Monthly Archives: June 2019

The case stems from the demand for payment of tax at the rate of 15% on the remittance of Rs 19,415 crore to its non-resident shareholders in the US and Mauritius, against buyback of 94 lakh of its equity shares in May 2016.

A single judge bench of the Madras High Court on Tuesday upheld the tax demand of over `2,500 crore as dividend distribution tax (DDT) raised by the income-tax department on the IT company Cognizant Technology Solutions (CTS) on account of share buy back undertaken by it.

The case stems from the demand for payment of tax at the rate of 15% on the remittance of Rs 19,415 crore to its non-resident shareholders in the US and Mauritius, against buyback of 94 lakh of its equity shares in May 2016.

Rejecting the appeal by the company against the department’s demand as not maintainable at this point, Justice K Kalyanasundaram directed the company to exhaust all other available legal remedies, including moving the appellate authority, before approaching the high court.

The court had in April 2018, granted interim relief to CTS by staying the operation of the demand notice on the condition that it should deposit 15% of the disputed amount in a suspense account with the department while providing security for the rest of the amount.

The company, however, submitted that, it had remitted capital gains tax of `898.01 crore to the I-T department by way of deduction of tax at source for having remitted `19,415 crore to its non-resident shareholders, through a scheme approved by high court in 2016 for buyback of shares. In these circumstances, the company argued that it was not liable to pay any more tax.

The department, however, argued that the buy-back of shares under Section 391 of the Indian Companies Act is nothing but the distribution of accumulated profit and it has to be treated as dividend under Section 2(22)(d) of the Act and dividend distribution tax at 15% is required to be paid by the company under Section 115O of the Act. Though the petitioner deposited a sum of `898.01 crore by way of withholding tax, it has not deposited the remaining tax to the extent of Rs 2,500 crore.

The department also refuted the argument submitting that the company had framed a scheme for buyback because the number of shares was more than the limit allowed under Section 77A of the Companies Act 1956. If the shares had been bought under Section 77A, then the company should have paid tax at the rate of 20%.

The I-T department has also alleged that Cognizant had evaded DDT on some transactions the Indian entity has made while buying shares of the company from the Mauritius and US companies of Cognizant. These companies held 54% and 46% shares, respectively, in Cognizant Technology Solutions India and the shares were sold at an inflated valuation, it alleged. As per the department, DDT has to be paid on any distribution, or reduction of capital, to the extent of accumulated profits defined as dividends.

https://www.financialexpress.com/industry/troubles-galore-for-cognizant-as-hc-upholds-rs-2500-crore-income-tax-demand/1619186/

Both the firms have been facing severe financial crisis amid hyper-competition in the sector.

BSNL and MTNL cite allotment of 4G spectrum as the prerequisite to survive the hyper-competition, led by Reliance Jio.

The government is likely to announce a revival package for state-run telecom firms BSNLand MTNL in the next few days as a severe cash crunch has again jeopardised timely payment of salaries for June.

According to sources, cabinet secretary PK Sinha on Tuesday held a more than an hour-long meeting with department of telecommunications (DoT) officials, including secretary Aruna Sundararajan, to chart out a revival plan. Interestingly, the top bosses of BSNL and MTNL were not present in the meeting, the sources added.

The sources further said apart from the proposals submitted by the companies, the government is exploring other options, which will give long-term stability to the telcos. The revival plan may include some harsh measures relating to cost-cutting, primarily on the salary front. Accountability will be fixed for every employee, who have to either perform or perish.

Both the firms have been facing severe financial crisis amid hyper-competition in the sector. The companies even failed to pay February salaries to their around 2-lakh-strong combined workforce on time.

It must be mentioned that the Telecom Regulatory Authority of India (Trai) is already looking at the proposal of 4G spectrum allotment to these firms without auction. The DoT had reached out to Trai as it was not sure if spectrum can be allocated by any other mechanism to the state-run firms in the aftermath of 2012 Supreme Court order. The companies have offered to give half the amount of 4G spectrum upfront by way of issuing preferential equity to the government and rest of the amount in installments.

BSNL and MTNL cite allotment of 4G spectrum as the prerequisite to survive the hyper-competition, led by Reliance Jio. All the remaining private operators in the sector are spending huge amounts of capital to strengthen 4G infrastructure.

Another important decision around the revival is to reduce the staff cost. Currently, over 60% of BSNL’s revenues go into paying salaries whereas for MTNL, over 90% revenues are consumed in paying staff. As a majority of the employees are over 50 years of age, the voluntary retirement scheme will be beneficial in reducing the staff cost. Sources said it might be made mandatory to everybody over 50, if the desired number of employees does not come forward to take it.

On land monetisation, the government is considering leasing out properties as most of the land assets are not owned by the companies.

https://www.financialexpress.com/industry/tough-call-govt-may-announce-revival-package-for-ailing-bsnl-mtnl/1619120/

Current holding of L&T in Mindtree exceeds 45%

The founders of Mindtree on Monday lost their last line of defence against L&T’s takeover bid as Nalanda Capital sold its entire 10.6 per cent stake in the Bengaluru-based firm to the engineering major. Sources said after putting up a stiff resistance, Nalanda Capital, which was so far seen as a supporter of founder’s stance, tendered its shares in the open offer on Monday.

Apart from Nalanda Capital, multiple sources also said Singapore-based Arohi Asset Management, which manages Ontario Teachers’ Pension Plan Board’s stake of 1.22 per cent, has also offloaded its stake.

According to data available on exchanges, L&T’s holding in Mindtree has crossed 45 per cent mark by Monday. At the end of trading hour on June 24, the engineering major has received 17.5 per cent stake in Mindtree through the open offer. “With Nalanda Capital selling its entire holding, Mindtree founders’ have lost the plot now. Now, L&T will be able to comfortably end up with a controlling stake in the IT firm by the end of the open offer,” said a source, familiar with the development.

Apart from Pulak Prasad-led Nalanda Capital, even Amansa Capital sold its 2.6 per cent stake in Mindtree last week. “With most foreign portfolio investors (FPIs) exiting their positions, founders of Mindtree will have very minimal option to get a good bargain from L&T. So, eventually, some of them may exit,” said another person tracking the development.

With an average acquisition cost of Rs 260 per share, Nalanda Capital would make a handsome profit on its investment at L&T’s open offer price of Rs 980 per share. Sources said Nalanda’s exit from Mindtree could be linked to the fact that some investors had complained against the fund house to be acting in concert without Sebi approval, along with alleged attempt to influence other investors for not tendering their shares.

Currently, the process of open offer for acquiring 31 per cent stake in the Bengaluru-headquartered IT services firm is going on, which will be completed on June 28. While the Committee of Independent Directors of Mindtree has earlier termed the offer price of Rs 980 per share as ‘fair and reasonable’, proxy advisory firm InGovern has advised shareholders to tender their shares given the attractive pricing as compared to peers.

Last week, Mindtree board has approved appointment of three L&T’s nominees — Chief Executive Officer (CEO) and Managing Director (MD), S N Subrahmanyan, Chief Financial Officer (CFO) Ramamurthi Shankar Raman and whole-time Director and Senior Executive Vice-president for L&T’s defence business Jayant Damodar Patil. All of them will come as non-executive directors.

The board has also approved appointment of two independent directors Prasanna Rangacharya and Deepa Gopalan Wadhwa. Mindtree’s Co-founder and Non-executive Director Subroto Bagchi has opted out of reappointment. L&T is pursuing a controlling stake of 66 per cent in the mid-tier IT firm for Rs 10,700 crore. However, the unsolicited takeover attempt is being opposed by Mindtree’s founders, who seek more clarity on L&T’s plan.

https://www.business-standard.com/article/companies/mindtree-acquisition-saga-nalanda-capital-sells-entire-10-6-stake-to-l-t-119062401344_1.html

The increased equity is the latest in a series of investments that TCS has made in recent years to cater to the specific needs of Japanese corporations

Global IT company Tata Consultancy Services (TCS) on Monday announced a 15 per cent increase in its stake in TCS Japan, its joint venture (JV) with Mitsubishi Corporation (MC), with an investment of JPY3.5 billion ($32.6 million). The JV was established between Mitsubishi and TCS APAC in 2014.

Following the stake hike, TCS will hold 66 per cent equity in TCS Japan, up from 51 per cent, and Mitsubishi will hold 34 per cent. Both reiterated their commitment to the market and to the success of the joint venture. Current governance of operations and management will remain unchanged by the share acquisition.

“We are pleased to note that Mitsubishi Corporation is now more assured of the partnership, having experienced TCS’ services as a customer over the past five years, and that both companies continue their strong collaboration to grow the business together,” said Amur S Lakshminarayanan, president and CEO, representative director, TCS Japan.

The increased equity is the latest in a series of investments that TCS has made in recent years to cater to the specific needs of Japanese corporations. To augment the local workforce and gain scale, a Japan-centric Delivery Center (JDC), with enhanced language support and heavy localisation of global business practices, was set up in 2015 within TCS Sahyadri Park in Pune. More recently, TCS chose Tokyo to set up its first Pace Port, a creative hub to catalyse technology-led business innovation for Japanese customers.

Leveraging a unique hybrid model combining deep domain knowledge, technology expertise, and strong global and local execution, TCS Japan has achieved double-digit revenue growth in constant currency terms in each of the past two years, making it one of the fastest-growing IT services firms in its class in Japan.

In a recent JP Morgan report, analyst Viju K George had noted that TCS has maintained a very lean corporate, and has been steadily devolving executive decision-making powers to lower and lower levels. Today, TCS has over 150 operating business units on the ground, each with its own P&L. units. “TCS will continue to create such decentralisation (increasing the size of these autonomous, self-organising units) as it expands in scale.”

While TCS America’s revenue was deliberately brought down by 93 per cent in FY19 to offset rising taxes, TCS Japan grew about 6 per cent (slightly lower than their European markets). TCS Japan is among the seven subsidiaries where the parent does not have 100 per cent holding. TCS has 93.2 per cent in TCS China and 76 per cent stake in TCS Saudi Arabia.

During the recent annual general meeting, the management had reiterated the need to reduce complexity in the business model by reducing subsidiaries wherever possible.

“TCS’ enhanced stake is a reflection of our commitment to our customers and our associates in Japan, and our longer term vision for the market. As our JV continues to grow in scale and sophistication, we look forward to playing a bigger role in our customers’ transformation journeys to become Business 4.0 ready,” he said.

https://www.business-standard.com/article/companies/tcs-hikes-stake-in-japanese-jv-to-66-with-32-6-million-investment-119062401356_1.html

Stake sale would bring down promoter level debt from Rs 3,300 crore to Rs 2,200 crore

The promoters of Emami Group have sold 10 per cent of their stake in Emami for around Rs 1,230 crore, which will partially bring down promoter-level debt.

The stake sale was executed on the floor of the stock exchange on Monday at Rs 271 a share to institutional investors.

Mohan Goenka, director, Emami Group, said the stake sale would bring down the promoter-level debt from Rs 3,300 crore to Rs 2,200 crore. After repaying the debt, the pledged shares would come down from 47-48 per cent to 37 per cent.

However, the promoters are looking at bringing down the debt further from Rs 2,200 crore. The company statement mentioned that it had more than an adequate pool of diverse assets of value.

Goenka said the process of identification for divestment of such assets had been initiated. The assets could be the group’s land bank in the real estate business, cement and hospital, he said. He said a dilution in favour of a strategic or private equity player in these verticals was being looked at. Asked whether it would be partial or complete exit, he said, it would depend on the value. The promoters resolved to pare the debt of the group within six to eight months.

This is the second stake sale undertaken by the Emami promoters in less than six months. Earlier, in February, promoters had sold a 10 per cent stake for Rs 1,600 crore. The purchasers included SBI Mutual Fund, PremjiInvest, Amundi, IDFC, L&T Mutual Fund and others.

The stake sale proceeds reduced promoter debt used in the creation of assets like cement, solar power etc. Much of the money was believed to have been used for expansion of the cement business. After stake sale, the promoters’ stake in February had come down from 72.74 per cent to 62.74 per cent.With the latest round of stake sale, the total promoter stake in Emami stands at 52.74 per cent and the intent was to maintain the controlling majority stake without diluting it further.

“The promoters are committed towards being proactive in addressing business and industry challenges and working in the best interests of all Emami Group stakeholders; the stake sale and asset identification activity are examples of steps towards this commitment,” Goenka said.

Aditya Agarwal, director, Emami Group, said, “The deleveraging of debt is a priority for the Emami Group’s promoters. We have always endeavored and continue to endeavor to take all such steps as may be necessary to fuel growth.” As far as Emami was concerned, Goenka said the current quarter was a little soft due to elections, but after June business, was expected to pick up.

The Emami stock plunged after the block deals. Shares of the fast-moving consumer goods firm dipped 7.59 per cent on the BSE to Rs 267.30. It also touched a 52-week low of Rs 246. The stock’s 52-week high was Rs 598.95.

https://www.business-standard.com/article/companies/emami-group-promoters-divest-10-stake-for-rs-1-230-crore-to-pare-debt-119062401178_1.html

The minister was replying to a question whether the cases of wilful defaulters of banks have increased during the last five years.

The number of wilful defaulters in nationalised banks has increased by over 60 per cent to 8,582 in five years to March 2019, the government said Monday. By the end of 2014-15 fiscal, the figure stood at 5,349, Finance Minister Nirmala Sitharaman said in a written reply in Lok Sabha. A wilful defaulter is an entity or a person that has not paid the loan back despite the ability to repay it.

The minister was replying to a question whether the cases of wilful defaulters of banks have increased during the last five years. Rising consistently since 2014-15, the number of such borrowers increased to 6,575 in 2015-16; 7,079 in 2016-17 and further to 7,535 in 2017-18.

“Wilful defaulters are acted against comprehensively. Moreover…as per RBI’s instructions, wilful defaulters are not sanctioned any additional facilities by banks or financial institutions, and their unit is debarred from floating new ventures for five years,” Sitharaman said. Recovery of Rs 7,654 crore has been done from wilful defaulters’ accounts during the last five financial years, she said.

As per data reported by nationalised banks, till March 31, 2019, suits for recovery have been filed in 8,121 cases. In cases involving secured assets, action under the provisions of SARFAESI Act has been initiated in 6,251 cases. There are 17 nationalised banks in India.

“Further, in accordance with RBI instructions of initiation of criminal proceedings wherever necessary, FIRs have been registered in 2,915 cases,” Sitharaman said. Besides, vide Sebi regulations, wilful defaulters and companies with wilful defaulters as promoters/directors have been debarred from accessing capital markets to raise funds, she said. In addition, the Insolvency and Bankruptcy Code, 2016 has debarred wilful defaulters from participating in the insolvency resolution process.

For effective action against wilful defaulters fleeing Indian jurisdiction, the Fugitive Economic Offenders Act, 2018 has been enacted to provide for attachment and confiscation of property of fugitive offenders and has disentitled them from defending any civil claim.

The government has also advised public sector banks to decide on publishing photographs of wilful defaulters as well as to obtain certified copy of the passport of promoters/directors and other authorised signatories of companies availing loans of more than Rs 50 crore, the minister said. Heads of PSBs have also been empowered to request for issuance of look out circulars against wilful defaulters, she said.

https://www.financialexpress.com/industry/banking-finance/number-of-wilful-defaulters-in-nationalised-banks-up-60-per-cent-to-8582-in-5-years/1617939/

Family office run by Rana Kapoor’s three daughters is working with Nomura Holdings Inc. on a potential deal.

Banker Rana Kapoor’s family is planning to sell a stake in their six-year-old mortgage finance company, people with knowledge of the matter said, as rising wariness in the credit market erodes growth prospects of shadow finance firms.

The family office run by the three daughters of the Yes Bank Ltd. co-founder is working with Nomura Holdings Inc. on the potential deal, according to the people, who asked not to be identified as the information isn’t public. It has reached out to several private equity firms to gauge their interest, the people said.

While default at Infrastructure Leasing & Financial Services Ltd. triggered a liquidity crunch in India’s credit market, it has helped private equity firms such as Blackstone LP acquire assets. Many founders–from tycoon Anil Ambani to media mogul Subhash Chandra–are selling assets to tide over a liquidity crunch. Shadow banks are facing most of the burnt as the cracks from the credit squeeze spread far and wide forcing investors to shun their debt and raising rollover risks for outstanding borrowings.

The Kapoor family office could consider selling a majority stake in the business, the people said. Deliberations regarding a potential sale are at an early stage, and there’s no guarantee they will lead to a transaction, the people said. An official at the fund–known as The Three Sisters: Institutional Office–referred queries to ART Housing.

ART Housing’s founders are planning to sell a minority stake to fund expansion, Arvind Hali, chief executive officer of the lender said in an email. The mortgage financier, with 35 branches, is in the process of raising equity capital from institutional investors, he said. A representative for Nomura didn’t immediately respond to an email seeking comment.

Wadhawan Global Capital, parent of an Indian mortgage lender Dewan Housing Finance Corp., sold its stake in Aadhar Housing Finance Ltd. to Blackstone earlier this year. Meanwhile a family office that manages money for India’s wealthy Jhunjhunwala family is looking to invest in finance companies which have been pummeled by the crisis.

Kapoor built Yes Bank into India’s fourth-largest private lender over 15 years until the central bank forced him out earlier this year amid a controversy over bad-debt accounting. The banker is not involved in any capacity including as a shareholder, director or management of the family office run by his three daughters, an email statement from the company in November showed.

https://www.business-standard.com/article/companies/yes-bank-co-founder-rana-kapoor-s-family-plans-to-sell-mortgage-unit-119062400643_1.html