The financing of subsidiaries by cash-rich holding and big companies is likely to catch up fast.
Anecdotal evidence suggests that even companies enjoying immaculate reputations, and whom the banks are always pleased to extend credit to, are loathe to turn to them due to the persistent volatility in the money market. Instead, even such companies prefer inter-corporate financing.
A former regulator at the Securities and Exchange Commission of Pakistan (SECP) observed, “now that the days of low interest rates are coming to an end, major conglomerates are endeavouring to cut down finance costs on the balance sheets of their textile and cement subsidiaries to assist them to return to profitability, after years of churning out losses”.
But the minority shareholders continue to eye inter-corporate financing with suspicion. Ill-intentioned financing of subsidiaries or associated companies is almost always difficult to trace. Apart from the siphoning of hard cash from a public limited company into its subsidiaries — which are generally wholly owned by the sponsors and directors — there are other ways to rip off small shareholders of their share in listed companies.
Some examples include unauthorised donations to associated companies; renting out company-owned premises to associated companies without recovering full and timely rentals, and misstatements in published annual accounts.
Yet, corporate executives argue that inter-corporate financing is not altogether an unethical business. “What is required is to create a balance between the rights of shareholders and the need to facilitate access to finance-associated undertakings,” says Muhammad Ali Tabba, chairman of Lucky Cement, the largest cement producer in the country.
He asserted that so long as the financing to subsidiaries and associated undertakings is at an ‘arms length,’ and the funds are provided at market or bank rate, there should be no grievance. He added that in undertaking such transactions, all the relevant provisions of the code of corporate governance should also be strictly followed.
Holding companies, sitting on mountains of cash, and in almost all sectors, disburse funds to associated companies as a means to advance their long-term projects or to meet working capital needs. And these investments generally fetch them good dividends no financial charges are involved. Here are some of the recent examples selected at random from various sectors.
Textile sector: Nishat Power and Nishat Power Chunian disclosed that the group had submitted an Expression of Interest (EoI) to the government to build a 590MW hydropower plant on Jhelum River. It was also indicated that Nishat group companies may invest in the long-term project of an estimated cost of $1.4 billion through a debt-to-equity ratio of 75:25.
Cement sector: Lucky noted in its quarterly accounts for end-September 30 its “[intention to] invest in an associated company in a 50MW wind farm. The project is likely to be completed by end-December 2015. The total cost of the project is estimated at $143 million, to be financed through debt/equity ratio of 75:25”.
Fertiliser sector: Engro Corporation disclosed in its Annual Report 2012 that it moved a resolution during its shareholders’ meeting for approval of lending to Engro Polymer & Chemicals Limited, a subsidiary company, a subordinated long-term loan of up to Rs1 billion.
The company had obtained approval at the previous shareholders’ meeting for extending a long-term loan of up to Rs1 billion and a running finance facility of up to Rs2 billion to Engro Polymer. During the year, only the running finance facility was utilised.
“The long-term loan approval was obtained to provide support, if required, for repayment of banking loans of Rs950 million by Engro Polymer,” stated the company’s annual report.
Banking sector: Askari Bank Limited disclosed in its Annual Report 2012 that it had authorised its president to take all steps to make investments of up to Rs330 million as seed/core capital in open-ended mutual funds schemes to be launched by Askari Investment Management Limited, a wholly owned subsidiary of the bank.
Oil and gas sector: Attock Petroleum Limited recalled in its Annual Report 2012 that at an annual general meeting (AGM) held on September 7, 2007, shareholders had approved investment in the following associated companies: National Refinery, Attock Refinery Limited (ARL), Pakistan Oilfields and Attock Cement.
However, except for ARL, no investment was made in any other associated companies, as it was not found feasible.
Meanwhile, the regulators have continued to advocate that the Companies (Investment in Associated Companies or Associated Undertakings) Regulations, 2011, provide guidelines for streamlining investments made by listed companies in associated firms and its proper disclosure.
At present, Section 208 of the SECP Ordinance provides that a company should obtain approval of shareholders through a ‘special resolution’ for financing subsidiaries and associated concerns.
The SECP’s acting chairman, Tahir Mahmood, told this scribe that inter-corporate financing is closely monitored, and that companies found guilty of misuse of company funds are taken to task.
He said it is only in the sub-continent that the law requires approval of shareholders for such transactions (under Section 208 of the Ordinance), while in most developed markets, ‘disclosure’ is thought to be enough, without having to seek recourse to shareholders for their approval.
The regulators contend that efforts are being made to block inter-corporate financing, where it is proposed to be made without observing the relevant legal provisions.
Also, in order to ensure disclosures and strictly monitor directors from making investments in their own companies, the name, amount of loans, their purpose and the expected benefits to the investing company has to be clearly spelt out in company reports.The board of directors has to inform shareholders about the purpose, benefits and period of investment in subsidiaries and their annual reports. Besides, the maximum amount of investment to be made is to be approved by the majority of shareholders present in a general body meeting.
The Public Sector (Corporate Governance) Rules 2013, published in a Gazette notification on March 8 this year, provides, “one of the key information to be placed before the board of directors is the inter-corporate investments in and loans to or from associated concerns and the failure to recover material amounts of loans, advances and deposits made”. —Dilawar Hussain