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| The Changing World of Corporate Finance |
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| Nov
30th 2007, C.P. Chandrasekhar. |
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The unprecedented bull run on
the Bombay stock exchange which took the Sensex beyond
consecutive 1000-point hurdles in a matter of days rather
than weeks or months has little to do with economic
fundamentals. Rather, huge foreign capital inflows over
a short period of time have pushed up equity valuations
to levels that would normally be considered unsustainable.
Between August 21 and October 29, the price earnings
ratio for the 50 S&P CNX Nifty stocks had risen
from 18.4 to 26.4 or by more than 40 per cent. Such
a sharp rise to unusually high levels over a two-month
period can hardly be attributed to improved earnings
expectations. Thus, the RBI has had to admit in its
recently released Report on the Trend and Progress of
Banking in India that: “Although the macroeconomic fundamentals
are strong as also the corporate earnings, large demand
by FIIs given the limited supply of domestic assets,
is putting pressure on the equity valuations.” For the
record, net FII inflows during the first 10 months of
2007 had touched $18.9 billion as compared with the
$10.9 billion it had touched in 2003-04, the maximum
for any full financial year.
While fundamentals cannot explain stock market buoyancy,
the role of foreign capital inflows in explaining such
buoyancy can work against fundamentals. Huge capital
inflows have resulted in an appreciation of the rupee,
from its Rs. 46-to-the-dollar level in mid-September
2006 to Rs.39.3 on November 1, 2007. The damage this
has wrought on the exporting sectors is only being assessed
as yet. Such appreciation has occurred despite the central
bank’s intervention aimed at stalling the currency’s
rise. While intervention has failed to fully realize
its objective, it has resulted in the continuous accumulation
of foreign exchange reserve assets with the central
bank. This makes it difficult for the RBI to manage
money supply and use the monetary lever to pursue other
objectives. A strait-jacketed central back is hardly
good for the economy. Finally, in its effort to balance
the accumulation of foreign exchange assets by retrenching
government securities deposited with it by the central
government (under the Market Stabilization Scheme),
the RBI has taken on deposits of such securities to
the tune of more than Rs.180,000 crore. Since the interest
due on those securities has to be met from the central
budget, the Centre may be burdened by as much as Rs.12,500
crore over a full financial year. This would make fiscal
management difficult as well. The outcome may be a further
cutback in capital and social expenditures.
Given these consequences of the FII surge, justifying
the open door policy towards foreign financial investors
has become increasingly difficult for the government
and for non-government advocates of such a policy. The
one argument that still sounds credible is that such
flows help finance the investment boom that underlies
India’s growth acceleration. There does seem to be a
semblance of truth to this argument. Between 2003-04
and 2006-07, which was a period when FII inflows rose
significantly and stock markets were buoyant most of
the time, equity capital mobilized by the Indian corporate
sector rose from Rs.67,622 crore to Rs.177,170 crore
(Chart 1).
Chart
1 >>
Not all of this was raised through equity issued in
the stock market. In fact a predominant and rapidly
growing share amounting to a whopping Rs.145,571 crore
in 2006-07 was raised in the private placement market
involving negotiated sales of chunks of new equity in
firms not listed in the stock market to financial investors
of various kinds such as merchant banks, hedge funds
and private equity firms. While not directly a part
of the stock market boom, such sales were encouraged
by the high valuations generated by that boom and were
as in the case of stock markets made substantially to
foreign financial investors.
The dominance of private placement in new equity issues
is to be expected since a substantial number of firms
in India are still not listed in the stock market. On
the other hand, free-floating (as opposed to promoter-held)
shares are a small proportion of total shareholding
in the case of many listed firms. If therefore there
is a sudden surge of capital inflows into the equity
market, the rise in stock valuations would result in
capital flowing out of the organized stock market in
search of equity supplied by unlisted firms. The only
constraint to such spillover is the cap on foreign equity
investment placed by the foreign investment policy of
the government. Thus, as per the original September
1992 policy permitting foreign institutional investment,
registered FIIs could individually invest in a maximum
of 5 per cent of a company’s issued capital and all
FIIs together up to a maximum of 24 per cent. But much
relaxations has occurred since. The 5 per cent individual-FII
limit was raised to 10 per cent in June 1998. Further,
as of March 2001, FIIs as a group were allowed to invest
in excess of 24 per cent and up to 40 per cent of the
paid up capital of a company with the approval of the
general body of the shareholders granted through a special
resolution. This aggregate FII limit was raised to the
sectoral cap for foreign investment in the concerned
sector as of September 2001. These changes obviously
substantially expanded the role that foreign financial
investors could play in the market for corporate equity.
Even in sectors where the restrictions on foreign investment
or constraints on foreign investor rights are severe,
as in the print media and banking, investors have evinced
unusual interest. This is because the process of liberalization
keeps alive expectations that the caps on foreign direct
investment would be relaxed over time, providing the
basis for foreign control. Thus, acquisition of shares
through the FII route today paves the way for the sale
of those shares to foreign players interested in acquiring
companies as and when FDI norms are relaxed.
One obvious consequence of FII investments in stock
markets is that the possibility of take over by foreign
entities of Indian firms has increased substantially.
This possibility of transfer of ownership from Indian
to foreign individuals or entities has increased with
the private placement boom, which is not restrained
by the extent of free-floating shares available for
trading in stock markets. Private equity firms can seek
out appropriate investment targets and persuade domestic
firms to part with a significant share of equity using
valuations that would be substantial by domestic wealth
standards and may not be so by international standards.
Since private equity expects to make its returns in
the medium term, it can then wait till policies on foreign
ownership are adequately relaxed and an international
firm is interested in an acquisition in the area concerned.
The rapid expansion of private equity in India suggests
that this is the route the private equity business is
seeking given the fact that the potential for such activity
in the developed countries is reaching saturation levels.
The point to note, however, is that these trends notwithstanding,
equity does not account for a significant share of total
corporate finance in the country. In fact, internal
sources such as retained profits and depreciation reserves
have accounted for a much higher share of corporate
finance during the equity boom of the first half of
this. According to RBI figures (Chart 2), internal sources
of finance which accounted for about 30 per cent of
total corporate financing during the second half of
the 1980s and the first half of the 1990s, rose to 37
per cent during the second half of the 1990s and a record
61 per cent during 2000-01 to 2004-05. Though that figure
fell during 2005-06, which is the last year for which
the RBI studies of company finances are as yet available,
it still stood at a relatively high 56 per cent.
Among the factors explaining the new dominance of internal
sources of finance, three are of importance. First,
increased corporate surpluses resulting from enhanced
sales and a combination of rising productivity and stagnant
real wages. Second, a lower interest burden resulting
from the sharp decline in nominal interest rates, when
compared to the 1980s and early 1990s. And third, reduced
tax deductions because of tax concessions and loop holes.
These factors have combined to leave more cash in the
hands of corporations for expansion and modernization.
Chart
2>>
Along with the increased role for internally generated
funds in corporate financing in recent years, the share
of equity in all forms of external finance has also
been declining. An examination of the composition of
external financing (measured relative to total financing)
shows that the share of equity capital in total financing
that had risen from 7 to 19 per cent between the second
half of the 1980s and the first half of the 1990s, subsequently
declined 13 and 10 per cent respectively during the
second half of the 1990s and the first half of this
decade. There, however, appears to be a revival to 17
per cent of equity financing in 2005-06, possibly as
a result of the private placement boom of recent times.
What is noteworthy is that, with the decline of development
banking and therefore of the provision of finance by
the financial institutions (which have been converted
into banks), the role of commercial banks in financing
the corporate sector has risen sharply to touch 24 per
cent of the total in 2003-04. In sum, internal resources
and bank finance dominate corporate financing and not
equity, which receives all the attention because of
the surge in foreign institutional investment and the
media’s obsession with stock market buoyancy.
Thus, the surge in foreign financial investment, which
is unrelated to fundamentals and in fact weakens them,
is important more because of the impact that it has
on the pattern of ownership of the corporate sector
rather than the contribution it makes to corporate finance.
This challenges the defence of the open door policy
to foreign financial investment on the grounds that
it helps mobilize resources for investment. It also
reveals another danger associate with such a policy:
the threat of widespread foreign take over. Many argue
that this is inevitable in a globalizing world and that
ownership per se does not matter so long as the assets
are maintained and operated in the country. But there
is no guarantee that this would be the case once domestic
assets become parts of the international operations
of transnational firms with transnational strategies.
Those assets may at some point be kept dormant and even
be retrenched. What is more, the ability of domestic
forces and the domestic State to influence the pattern
and pace of growth of domestic economic activity would
have been substantially eroded.
Chart
3>>
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