The Venture Intelligence Blog

The concept of corporate governance can be best described as a system of checks and balances within the corporate structure to facilitate long term value creation for stakeholders (and shareholders) due to the separation of ownership and management in companies. Sir Adrian Cadbury, in the UK Commission Report: Corporate Governance 1992 has correctly referred to ‘corporate governance’ being concerned with holding the balance between economic and social goals and between individual and communal goals.  Evolution of Corporate Governance in India The first reference to corporate governance in India’s legal framework can be found in the Companies Act, 1956. While our corporate governance norms have been developing over various years, the 2017 World Bank ‘Doing Business’ report ranks India at the 13th place in terms of minority protection, attesting to the progress made on this front in the recent years.  The Satyam scandal in 2009, was a watershed moment in the histor...

Kashyap Deorah, author of "The Golden Tap: The Inside Story of Hyper-Funded Indian Startups" and the former President of the Future Group's e-commerce venture Futurebazaar.com, has a LinkedIn post describing various examples of ethically challenged behaviour at Indian startups. Extracts: Senior management of a startup create new companies that provide services to their hyper-funded startup. The startup loses money through its nose while the service provider makes great margins. The service provider compensates its shareholders through dividends and individuals through fees. In similar news, relatives of the founder of a large e-commerce company become sellers on the platform, get tipped off about when the company will sell at negative gross margins, and sell to the e-commerce company at a higher price only to buy back in bulk at a lower price. ...A VC firm struggling to return money to its investors after seven to eight years finds a portfolio company in a space t...

From an Economic Times article titledd "Do PE firms make bad chefs?" citing the problems at Adiga's, Sagar Ratna and Nirula's. Prudent investment metrics back PE's thinking in grabbing pieces of the Rs 1,00,000 crore Indian restaurant industry. The industry is growing at a brisk 20 per cent a year. But, only about one-seventh of the industry is organised, says Technopak Advisors. And even some of that suffers from a hangover of its unorganised past, where cash deals were the norm, where contracts were a matter of spoken word and where much pivoted around the promoter. It was in this complex concoction that restaurant promoters and PE shook hands. Promoters wanted PE capital to grow. And PE came in with the understanding that the path to that growth flowed through processes, standardisation and corporatisation -- essentially, organising the unorganised. A critical factor in this transition is promoter buying. "The promoters should continue to...

Economic Times has a roundup up of the various recent blowups between Indian promoters and their Private Equity investors. The article starts with how employees of Sagar Ratna restaurants - allegedly at the instigation of the former promoter - beat up the executives appointed by the PE investor (who is now in majority "control" of the company). The PE investor has accused the former promoter of violating his non-compete agreement and promoting a rival chain. The promoter has claimed that he has nothing to do with the new chain and has offered to buyback his stake in Sagar Ratna at a 25% discount to the price at which he sold his majority stake over two years ago. Extracts: The conflicts are, increasingly, becoming more acrimonious, even farcical, less professional and more personal. They are shining an ugly light on promoter quality and business practices, which were never of the highest order in India, and unfavourable regulations. "Promoters have used regulato...

Forbes India has an article on the series of events leading to the recent controversial exit of Arvind Rao, Co-founder & CEO of listed Mobile VAS firm OnMobile. On November 23, 2010, Arvind Rao, the 53-year-old co-founder and CEO of OnMobile, bought approximately 6 lakh shares of his company from the open market, representing a little over 1 percent of the company’s total shares....At Rs 277 a share, he had to pony up nearly Rs 16.5 crore to acquire them....So he went ahead and borrowed money to buy the shares, thinking nothing of the interest it entailed or the fact that he’d need to put up nearly half his existing shareholding as collateral...OnMobile’s shares continued to fall from those levels, while Rao’s interest payments ballooned. ...Motivated by OnMobile’s growth all these years, he had never paid much attention to his salary, most of which went towards the monthly rental on his sea-facing apartment in Mumbai and his BMW 7-Series, both paid directly by the company. He req...