Dear Board
Members,
As a
minority shareholder while I sift thru the 368
page Annual Report (AR) of my company, it seems and appears to be a
manifesto of a large political party that is proud of what its done in the past
and what it hopes to do even if nothing sounds or appears to be value accretive
for the shareholders.
Markets are wise and perceptions are strong and the 1.5 million investors who have reposed their faith and trust in you, seem to be
losing the confidence in Your leadership. Else ITC that was once the most
respected company wouldn’t have performed so miserably on the bourses inspite
of the 368 page chest thumping manifesto.
I must say
you are failing miserably while sitting in the comfort of your mahogany and
leather lined offices, a mutual appreciation club of 14 people presiding over
an annual revenue of over 50,000 Crores each one building large personal
empires thru generous grant of stock options and over the top compansation
while I am seeing my wealth erode by the hour.
ARE YOU
ANSWERABLE?
The unbridled
power that you wield without being questioned by a real promoter / entrepreneur
has spelt a real disaster as I fear that my company is being taken on the same self
destruct path that General
Electric, Nokia, Blackberry and Exxon
Mobil have been taken in the last 2 decades and the less said the better as
to how value destructive this journey has been for them because there was no
one to shake up Jack Welch at the right time (he became the greater God without
being one). For way too long these companies and their respective managements suffered from Hubris not able to see a fast approaching train while being frozen on tracks, not able to course correct - eventually leading to their demise.
While I will
ask some specific questions, the crux of this note is that if you cannot
protect my wealth thru the alleged magic of your strategy and leadership – You
don’t have the moral right to hold these positions and lead my company.
ARE YOU
ANSWERABLE?
The First
Blunder
The biggest blunder
of diversifying into hospitality and continue to burn cash and capital in this
black hole using cash generated by the cigarette business (which is the only meaningful cash flow
division) is nothing short of financial hara-kiri on minority shareholders. You
have acted no differently than most of real estate developers who want to own a
hotel / hotel chain from their free cash flows because its sexy to own one when
it’s the most unprofitable industry and most susceptible to economic mood
swings. 'Dala Bhukara' is fine – I appreciate it and love it too, You should have
stopped at that, but then it was simply stupid to burn thousands of
crores of my money by assuming that every hotel will be as successful as dal
bhukara. I would like You to share with the public – Who is advising you to
spend thousands of crores of shareholder wealth to build these large hotels
(and overspending on most of these).
Who
(employee or consultants) is regurgitating on excel sheets - the potential of
new hotels and how are these people made accountable? The AR must include a
detailed P&L and BS of each of my subsidiaries hereafter clearly mentioning
the ROCE on a quarterly basis.
At Rs.17.9 lacs revenue per room per annum of revenue you have missed the bus of being any formidable
hospitality brand even while you can't stop gloating on all the award and
accolades that the hotel division has got. Mind You - most of these are all
subscription based awards (awards and accolades is a paid international scam at
the cost of the hospitality industry) the sooner we realize this the sooner we
will stop burning cash. I would like to know how much money has been burnt in
annual subscription of these awards.
ITC Grand
Bharat with 104 keys is generating a mere revenue of 28 Cr p.a, that’s is lesser than some successful Lemon Tree Hotels on a revenue per key per annum basis.
It is
pertinent to ask what’s the spend per key of all the hotels that have been
built grounds-up in the last 10 years. If it is anything more than 2 Cr per key
(all in) there is something dramatically wrong with our projects team and
financial forecasters. How many hotels have performed in line with approved financials
from the time of board sanction of these projects within the next 5 years. This
is an important analysis that You should seek and make the same public.
ARE YOU
ANSWERABLE?
The entire
rigmarole of Fortune Hotels with 4000 rooms is generating a mere profit of 2.76
Cr – who is responsible for this and why is this abysmal performance being
tolerated at my cost?
Welcome Heritage does a NP of a mere 40 lacs with 36 hotels , 900 rooms and the
management bandwidth at my cost.
Which
international brand / concept are we benchmarking ourselves against to justify
our investment in the business and which of my employees has his/her skin in the
game in this business and how is the executive compensation tied to the
performance of the Hotel Division.
ARE YOU
ANSWERABLE?
The
Second Blunder
Small
irrelevant businesses that we have ventured into must be taking immense bandwidth and time (board
meetings, audits, finalization of accounts, consolidation) why are we in the
businesses such as Antrang Finance that generates a mere 6 lacs a year. I would
like to know the details of every business / subsidiary that generates less
than 50 Cr of NP after taxes. In the scheme of things and larger objectives
there should be a board resolution passed that defines / disallows continuity,
if certain thresholds aren’t met by any subsidiary.
The Third
and Series of Blunders
Our
acquisition history and parameters are abysmal. That eeks of internal misjudgements.
I might not need to tell you that a series of these judgemental calls, gone wrong with alarming
regularity, might be perceived to be fraud. Nimyle, B Natural, Savlon – have you
ever calculated the price paid for acquiring these businesses and the value accretion/destruction that these businesses are doing for me. Your endeavor to build on these brands
might be noble but the subsequent performance is abysmal.
Enron wasn’t
a fraud at the beginning , But they lost their way alongside because they
didn’t know when and where to diversify and how to wisely allocate capital and
burnt cash and rapidly eroded shareholder wealth. Don’t take my company down
that path or history will find it difficult to forgive You.
When I read
about the ITC Sangeet Research Academy I couldn’t stop laughing for 5
minutes. The cacophony of the music of frustration is still ringing in my brain.
While I would like to know the total cumulative annual spend in this musical initiative
since 1977, I kept wondering that the music for all the gurus and the budding musicians
is playing fine while the music for the shareholders is dimming with an
alarming speed or might already have stopped a few years ago. What a paradox..
BECAUSE YOU
ARE ANSWERABLE
The
Fourth Blunder
The FMCG
division launched in 2000 generates just 3-5% PBT, thats a meagre 6% segment ROE (vs >35% of other FMCG players) – put Your hand on your
heart is this justified. The QOQ and YOY narrative, propagated by You that 'we are becoming a
global FMCG brand' is fine – how is it value accretive for me – because our
operational performance is miles short of our competitors.
Are our employees lackadaisical and suffering from sloth because they don’t
have a real BOSS or there is something drastically wrong with our strategy and
execution. How have we benchmarked ourselves against the top 5 competing FMCG
companies?
I would like
to know if the salary growth of all the people earning over 35 lacs per annum is directly correlated to Revenues and EBIDTA of those divisions and if NO – it
tantamounts to the very premise where we begun – My cash business is being used
to fund the inefficiencies of the entire company without a credible
benchmarking against other brands / businesses that are doing well. How are we different today from an inefficient PSU.
The so called Dividend Yield is a paradox - How would You justify the same to investors who entered the stock on ~14th July 2017. Yes agreed i am getting some 7-10 Rs a year in dividend while losing a major part of my capital.
The Fifth
Blunder
For a Balance
Sheet of my company’s size you have failed repeatedly to disclose Your CAPEX
plans and capital allocation plans in advance – isn’t that taking the executive
power to a level of unsanctioned discretion? While I am suffering with my
capital erosion you guys are building personal empires of reputation and brand
building.
ITC Infotech
@ 2300 Cr per annum of revenue and single digit PAT must be the most
underperforming IT company in the country. Do we take pride in investing
businesses that underperform and continue to make the shareholders believe that
the future is bright (why has the board not thought of divesting this and all such small divisions) and if NO
– what’s the boards commitment on revenues and PAT in the next 5 years for this
company.
The Sixth
Blunder
You recently
acquired Sunrise at approx. 3.7 X the FY 1920 revenues of 591 Cr at a PE of 37.
How does
this deal add to my geographical diversification? How is this value accretive
to me? And why would you pay this valuation when you aren’t able to sustain a
15 PE for my company? How did the board approve an acquisition at 37 PE while
struggling to keep my valuation even at 15 times.
Why could we
not expand our own spices division to strategically expand our geographical reach
with internal talent and resources and had to go thru the path of an expensive
acquisition.
Norway’s food
major Orkla acquired Eastern Condiments (almost double the size of Sunrise) at
2.1X Sales and at 18.5X earnings. Which team was responsible for the due
diligence of Sunrise and it would be in the interest of the shareholders if the
negotiation documents and files are brought out in public domain.
For a
minority shareholder watching from a distance, this is nothing short of an
internal fraud. If my company is receiving Outstanding Performance Award by CII
for its spices, does our management not have the wherewithal and talent to setup and expand our products’ geographical reach rather than paying
a hefty premium just to capture a market share.
ARE YOU
ANSWERABLE?
The Seventh
Blunder
The
executive compensation keeps going up and shareholder wealth keeps coming down.
It’s a shame that in the last approx. 12 years the revenue has gone up from
16000 Cr to 50000 Cr and the employee cost is almost stagnant at 9% or has
marginally inched up. Where is the operational leverage? Where is the
demonstration by the management to incrementally and geometrically increase
revenue and thereby profitability for every additional crore spend in Executive
Compensation?
Some of the
most progressive companies on the planet (such has Amazon) have a cap on
executive compensation at less than 160000 USD per annum and all additional
comp is through stock awards.
Our
compensation system acts as a disincentive for executive outperformance and in
the absence of a real my-baap of my company, I – THE MINORITY SHAREHOLDER am suffering.
In 12 years
the revenues are up approx. 3.12 times and employee cost is up 3.26 times. And
most likely the perks, hidden benefits, Pension Plans, Travel Plans, Drivers, Cars, Leave Encashments are not even a part of
this metric. I would like a declaration / system – where every penny spent on
every employee is a function of CTC that’s declared and filed without any
benefit being accrued under any other account head.
Do you – dear Board Members understand the concept of operational leverage?
ARE YOU
ANSWERABLE?
The
Eighth Blunder
Our stakes
in EIH and Leela have a MTM loss of approx. 1250 Cr in just one last FY. What's
the rationale in holding onto these investments when we don’t really know how
to manage our own hotels in the first place or make them world class by any
stretch of financial performance. Not a single rupee should be allowed to be
invested in the hospitality business to fund losses or any further CAPEX. And
every business balance sheet should fend for itself for its OPEX and CAPEX without
dipping into our cash generated from the primary business – Cigarettes.
The Sri
Lanka investment of 1800 Crores (~236 M USD) so far, baffles me as a
shareholder. And I understand that the project is far from complete. Who are we
building this empire for and how will we get our investment back? Do You have a plan besides just an excel sheet to justify this black hole.
ARE YOU
ANSWERABLE?
The Ninth
Blunder
Our abysmal
ability to engage with capital markets / investors / analysts is nothing short
of abject neglect (no mybaap syndrome). If you had succeeded in creating any
mentionable shareholder value – this attitude is pardonable. But while You are
all doing exceptionally well, with your compensation and hefty sitting fees and
perks, the lack of investor and market engagement is taking me and my
shareholding for a ride. Why cant we have a mature set of professionals who
have the knowledge and the art of engaging with investors and the media.
ARE YOU
ANSWERABLE?
The
Biggest Blunder
You are
conducting an average of 41 committee meetings a year. Take out the weekly offs and
holidays, You are meeting approx. every 5th day. FOR WHAT? And what
are you achieving for me? Except strategically destroying my wealth and value
of my shareholding at my cost and charging exorbitant sitting fees? Gentlemen
the average age of my board is approx. 65.6 Yrs. God give You all a happy
healthy life but don’t treat my company like a retirement resort.
You talk of
Triple Bottom Line repeatedly trying to be the 'pallbearer' of goodness – While every section of society gets a mention – the
shareholder is left out of that focus - high and dry. If I was on Your mind – You wouldn’t
waste a single rupee in reputation management through charity and social
activities and alleged multiple bottom-line spiel till the interest of
minority shareholder is protected and demonstrably served.
While every
corporate house has declared salary cuts in view of the pandemic – there is no
evidence of any salary cuts in my company. on the contrary you have recently chosen to reward yourself for destroying shareholder wealth. Is that morally and ethically
correct even while the latest Tax filings reveal that our advance tax returns
are lower by almost 50%. That portends that the Net Profit is likely to fall dramatically
- At whose cost?? – MINE!
Another
large conglomerate / business house indulged in empire building, international
acquisitions at obnoxious valuations, over leveraging, failed product/car
launches all at the cost of minority shareholder and to sate the ego of a few
top guys in position of authority and they have reached a precipice of
existential crisis.
Its becoming
increasingly irritating to be repeatedly reminded through media, about the deep value and
future potential of my company under Your leadership – Lets stop behaving like the
state that talks of glorious vision in year 2050 (safe distance away) – because
by that time none of us will likely be alive. Its not to take the credit away
for many good things that are happening in my company but pls remember Good is
not Good enough because we need to be Great. I must confess we are far from Great
and not even looking in that direction.
Pls get Your
act together and don’t allow my company to get to a point of no return. A few
more mistakes and a little more neglect – And you would have succeeded in
destroying one of the finest companies in the country to a mere HAD BEENS……
Remember markets are unforgiving and it would take no more than a few quarters
to get our share-price to double digits.
God Bless
You and God bless ITC
A distraught
shareholder…………
Co authored with
Ravi Sharma @caraviusharma ; https://www.linkedin.com/in/ca-ravi-u-sharma-65901b97/
Uday Bhaskar https://www.linkedin.com/in/uday2210/