- Artfully structuring shareholdings within the promoter group to avoid consolidating certain balance sheets:- Debt covenants signed by GTL, for GTL Infra and CNIL make it guarantee a major portion of its associates debt, and retain management control. GTL owns 36% in GTL Infra, which(till Mar-11) owned 51% of the Aircel towers acquisition SPV CNIL. Now, GTL owned nearly 33% of CNIL, with the promoter Manoj Tirodkar owning 16%. Though GTL controlled CNIL indirectly by virtue of controlling GTL Infra, bright line rules were read so that CNIL came only on GTL Infras balance sheet, without being consolidated on GTL. Why should you bother? CNIL represented Rs 5000Cr+ debt.
- Avoiding consolidating 'associate companies' where it has equity, guarantees debt and contractually exercises management control:- The main entity GTL(52% promoter owned) is made to co-invest a minority stake along with group companies/promoter itself. And this co-investing is often accompanied by corporate guarantee of the total debt of the associate. For example(before CNIL was amalgamated into its parent GTL Infra), GTL invested Rs 1067crores( with promoter investing 650 Crores individually) for a 49% stake, with GTLs fellow subsidiary investing 51%. Despite this, accounting was done as an 'associate'
- Independent directors receiving hefty ESOPs:-'Independent Directors' own 1% or so of both GTL and GTL Infra. This does seem unreasonable. Will they ever have the incentive to speak up? Though other companies DO allow such ESOPs, none to my knowledge have been so generous
- Shareholder Quality:- Both companies have low holdings from Banks/FIs/MFs, and even retail shareholders. The major holdings are from hot money(FIIs) and promoters. Considering that India's only independent tower company must have undergone investment analysis atleast once, the omission from the portfolios does seem odd.
- Extension of financial year:- In its 4Q'11 earnings release, GTL decided to extend its financial year from Mar-11 to Jun-11. This reeks of wanting to delay the inevitable viz default.
- Doubtful selection of auditors:- The joint auditors of the firms do not have any international presence, and do not audit a single subsidiary. Though the subsidiary auditors listed in the annual report are all reputable firms, one wonders why did GTL avoid a single firm auditor, which could have done the audit much more effectively? I'm not a Big4 fan, but large complex audits do need it, given that international revenues for GTL(not GTL Infra) are quite large.
But all that does not compensate for dodgy structuring practices. Even the market seems to realize this, with the severe penalty to even whispers of doubt about the company's stability.