IL&FS scenario explained
- 1. IL&FS SCENARIO EXPLAINED Rahul Sinha Co-author Legal communication around the world
- 2. IL&FS • Infrastructure Leasing and Financial Services (IL&FS), a sprawling financier of roads, bridges and power plants. It has almost always been investment grade. • It operates through more than 250 subsidiaries including IL & FS Investment managers, IL & FS financial services and IL & FS Transportation networks India Limited (ITNL). • Major Shareholders include • LIC • Mitsubishi through Orix Corporation Japan • Abu Dhabi Investment Authority
- 3. Company Information • The company claimed to have 23 direct subsidiaries, 141 indirect subsidiaries (including special purpose vehicles for different projects), 6 joint ventures and 4 associate companies, each of them is further subdivided into additional legal entities, with much cross ownership as well as ownership by investment vehicles of various governments. • However in the recent interview Uday Kotak stated that the company has as many as 348 subsidiaries.
- 4. The Problem?? • The key reason was the way IL&FS is structured. A debt of 91,000 crore against the equity capital of 9.83 crores. • The parent would raise debt that would then be infused as equity in each subsidiary. The subsidiary would then use that equity (which was debt on the parent IL&FS’s books) to raise more debt. • This created a mismatch in the asset liability part.
- 5. • Another reason was the slow rate of approvals and government banks distancing themselves from long term loans due to increase in NPA. • This resulted in short term financing being used for long term projects. And IL&FS started facing cash flow issues and losses due to various projects stuck at different levels. At the same time, short-term debt and interest had to be paid when it comes due
- 6. What company did? • IL&FS board did try and take corrective action. There were plans to start selling assets. Term sheets were prepared, bankers engaged and proposals invited. However, the sales couldn’t be completed in time to avert a default. • In Sept, the company defaulted on 300 crore loan from SIDBI. • Another plan was to raise ₹4500 crore rights issue as well as ₹3500 crore line of credit for working capital requirements. • NCLT was approached under section 230 of the Companies Act to establish a structure to the asset sales.
- 7. Questions the case asks? • Even though independent directors were on the board the issues cropped up. What is the actual duty of independent director and will this case allow them to have more power? • If there was such high mismatch in asset liabilities, why were IL&FS investment grade. The rating regime in India needs to go through change. • Can Satyam style takeover avoid such instances in future?
- 8. Road Ahead • The government in Satyam styled fashion have superseded the board. The new members are • Mr. Uday Kotak, MD and CEO of Kotak Mahindra Bank • Mr. Ghyanendra Nath Bajpai, Former chairman LIC, SEBI • Ms. Malini Shankar, IAS • Mr. Vineet Nayar, Executive Vice Chairman of Tech Mahindra • Mr. Girish Chandra Chaturvedi, Non Executive Chairman of ICICI Bank • Mr. Nand Kishore, Former Deputy Comptroller and auditor general
- 9. • The NCLT has given immunity to the newly appointed six directors against the past deeds of the board members. It has also allowed the new directors to appoint a whole time director/managing director. • Uday Kotak is the new chairman of the board while Mr. Nayar has been selected as Vice-Chairman and managing director of the company. • The new board will present roadmap to revive the infrastructure group of companies before the NCLT on or before October 31.
- 10. • According a money control report the new board is hiring a professional agency to have a complete picture of the IL&FS, and then only the plans can be discussed. • SFIO is looking into the company as well as the auditors S.R. BatliBoi and Co. The report has to be submitted in a month`s time. • The critical infrastructure projects have to be met with and according to some estimates the company need close to 100 crores a month to stay afloat.
- 11. Conclusion • IL&FS case will lead the way for infrastructure leasing and financing scenario in India. • The rating regime in India have to reviewed as it was investment grade despite the asset liability mismatch while as soon as default started the rating was changed. • The role of independent directors will also need to be reviewed.