There is a lot of articles on this but mostly in the western context. I thought to write a brief note on what I do to evaluate Indian companies
- What they say about themselves
- MD&A: There will obviously be puffery and exaggeration but do they take a balanced view and try to highlight risks/issues? Or do they just take credit in the good years and blame external factors in the bad years
- AGM Q&A: Do they address all questions including critical questions?
- Conference Calls: How is the behaviour and confidence on the con-calls?
- Investor Presentations: Is the presentation balanced?
- What others say about them
- Scuttlebutt What do competitions,employees, channel partners, suppliers and regulators say about them? Are there serious quality or safety concerns?
- Media(Incl interviews): What does the media say? Does this seem paid media/hagiography or an objective look?
- Public records
- Are they listed as defaulters or have criminal cases been filed? Have they/related entities defaulted on debt to banks, or has case been filed against them in personal capacity(eg murder-this is a real case against the MD of a listed infra co in maharashtra)
- How did they behave during adverse times
- Did they convert preferential issue warrants at above market prices? Or did they allow it to lapse: Before SEBI made it mandatory for preferential allotment to require a minimum 25% upfront non refundable advance, promoters used the warrants as a free 18month call option! While 25% is low, it is still enough of a deterrent for opportunistic investors. When the regulations were lax, did the promoters allow the warrant to lapse
- Did the company cease all non mandatory investor relations activity: Some companies in 'bad times'(when they make losses/stock price collapses) stop updating IR presentations or maintaining the site. If possible, ask a veteran investor in the stock if the company did like this.
- Ownership/Shareholding pattern
- How much is purchased vs acquired via mergers into listed company, ESOPs etc: Have the ownership stake increased via merger of unlisted entities into the listed companies at valuations blessed by a pet merchant banker, in the era before this required majority votes from non interested shareholders
- How much is insider trading-and is this buy/sell? Do the promoters trade frequently in their sales? How much pledged and do they usually buy or sell>
- How are their incentives aligned with yours
- Management compensation linkage with company profit: Do the promoters primarily link remuneration to profit or clearly defined KPIs
- Do the management take a pay cut/NIL pay when company starts defaulting/making losses?
- Related party transactions- red flags: Is a high extent of expense/sales from related parties?
- Other related entities/business group: If having outside business interests or part of vertically integrated group, how aligned are the interests of the listed and non listed entities
- Minority shareholders Squeezeout: Have they squeezed out minority shareholders ever earlier(supposedly this was done by Godrej also one).
- Professional Management
- How much are the KMPs paid? Are the KMPs paid at the maximum possible limit? How reasonable is the compensation given industry salary levels?
- How much is the compensation growth of promoters vs others? Do promoters take a hike when everyone else is flat
- Are the 2nd generation promoters catapulted into high levels at remunerations greater than market levels? Is the 'usually foreign educated' son/daughter made a VP/AVP at levels greater than IIM/HBS alumni? This indicates undue favouritism.
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