People's Democracy

THE NDA government’s effort to accelerate the pace of disinvestment is making the process murkier than ever. Among the public sector units that are expected to be subjected to a strategic sale in the immediate future are giants like VSNL, Air India and Indian Airlines. But controversy dogs the process on two counts. First, the urgency with which the government has decided to sack top executives of two of these corporations on the eve of disinvestment, based on charges of financial impropriety in transactions that date back far in time. Second, the fact that in the run up to disinvestment, the government has been resorting to actions that undermine the "market value" of these companies. In the case of Air India, for example, it has chosen to sell-off its bilateral landing rights to other foreign airlines which, while improving the airlines’ bottom line temporarily, undermines the value of its stock.

These developments have even converted the inconsistent and lukewarm opposition of the Congress to the disinvestment process into a more strident attack. According to reports, former finance minister Manmohan Singh told the press at Bangalore that "The BJP is trying to sell Air India for a song." In defence of that judgement he made pointed references to the government’s decision to suspend the managing director of Air India Michael Mascarenhas, at this crucial juncture, and to the bilateral rights issue.

The Mascarenhas episode is of signficance because this is not the only instance where the government has forced a change of guard on the eve of disinvestment. Recently, Amitabh Kumar, who headed VSNL has also been shown the door on charges of corruption on the eve of privatisation. To focus on this is not to dismiss the allegations of irregularities against these two high-profile, senior executives, but to question the timing of the decision to press charges and force their exit.

Consider the charges against Mascarenhas. Two of them have been highlighted. The first that during his tenure Welcome Travels, the airline’s general sales agent in the UK, was shown undue favour and provided with irregular performance-linked incentives (PLIs) that cost Air India a substantial sum. A recent report by the Comptroller and Auditor General, analyzing such incentive payments during 1987-2000 has held them to be irregular and noted that while a commercial organisation may adopt dynamic and flexible modules of decision-making in order to further its commercial interests, the organisation ends up a loser if these modules are adopted for showering "selective favours" on a particular party. A subsequent investigation by the Chief Vigilance Officer of the airline had corroborated the findings and ostensible pinpointed responsibilities. These findings have provided the basis for the suspension of Mascarenhas and another senior executive of Air India

However, the fact of the matter is that these ‘irregular’ PLIs have allegedly been made over an extended period, starting 1992-93. Can Mascarenhas, who has been the Chief Executive of the airline for a small part of this period, be held responsible for all of these irregularities or was he carrying forward a practice that had been established earlier? The argument being used by the ministry is that several officers, including Mascarenhas and P K Sinha, were at crucial posts both in 1992-93 and 1997-98 when changes in the PLI for the London GSA were decided upon. This, however, leaves unanswered the question as to why such charges were not investigated earlier.

More crucially, the suspension orders were served on Mascarenhas only on May 23 this year, even though the report of the CVO had been received in October 2000. Reportedly, the ministry formally wrote to the CBI to launch a probe into the alleged irregularities only on May 22. What is more, precisely at the time when action was possibly being contemplated, another case of irregularity against Mascarenhas had been raked up. This relates to a decision to wet lease aircraft, or contract to lease on terms which involved use of and payment to crew too, from Caribjet. Ostensibly such an arrangement is far less commercially acceptable than a dry lease. Initially, Air-India had taken two Airbus A310 aircraft on wetlease from Caribjet for a year in 1994.

Subsequently, Air-India also wet-leased two L1011 aircraft and a A310 for a period of two years. The agreement, however, had to be terminated since it was found to be commercially unviable. However, since there was no exit clause in the agreement, Air-India had to pay compensation to Caribjet to the extent of Rs 107.52 crore.

The Caribjet case was first referred to the CBI on February 11 last year, and is currently under investigation, but the CBI has not reported its findings to the ministry yet. But the fact that it has been the focus of media attention at this juncture fuels suspicion that Mascarenhas is being specially targeted now. Overall, given this history, it is not out of place for Dr Manmohan Singh to make an issue of the sudden decision to nail Mascarenhas at this crucial juncture. If he had not been proceeded against earlier, holding out till the disinvestment process had been completed would have helped the government avoid the allegation that it is sullying the corporation’s image on the eve of disinvestment.

A similar allegation can be made in the case of VSNL where its high-profile, Director (Operations), Amitabh Kumar, who also acted as Managing Director during a crucial phase of VSNL’s history has been forced to put in his papers. Kumar was served a chargesheet at the end of May, on the basis of recommendations from the Central Vigilance Commissioner. Kumar was quick to respond with a statement that: "The allegations are baseless and appear to have been motivated". He said they were on account of "internal rivalry within VSNL as well as external pressure from vested interests whowant to bring down the value of the company during the critical period in the run up to the company’s disinvestment."

Here again the issue relates not to the merits of the case, which the investigation must decide. Rather, it relates to the timing. Kumar was given unusual powers during a time when VSNL had been restructuring its operations in keeping with decisions being implemented as part of the government’s ever-changing telecom policy. Even after the appointment of a new Managing Director to the corporation that had remained formally headless for a long period of time, Kumar’s presence and influence was obvious. The fact that the government gave him the importance it did, and then decided to force his exit at a critical juncture is bound to raise questions.

It is not clear how these would be affected by the recent actions against Mascarenhas, Kumar and others. Rumour has it that V N Verma, who was displaced by Mascarenhas from his position as commercial director Air India, and has been reinstated in the wake of the latter’s suspension, had views that were "anti-disinvestment" and in keeping with those held by civil aviation minister Sharad Yadav. But Mascarenhas himself claims that the government’s decision to sign a number of bilateral deals granting reciprocal landing rights and hawking Air India’s unutilised rights to earn revenues, rather than leasing aircraft to use those rights, was a way of undermining Air India’s share value. The decision to enter into codeshare, block space and pool arrangements and other commercial agreements have reportedly yielded Air India Rs 257 crore in 2000-01. But this temporary gain in revenues is also a reflection of the failure of the airline to exploit rights which others find lucrative enough to buy in exchange for a significant sum of money. This gain or loss, depending on how one looks at it, is accompanied by the growing presence of other airlines in what was substantially Air India’s territory.

Thus, the policy, which serves as a soft option in lieu of investments that would enhance the airline’s profitable assets, does adversely affect the long run earnings profile of the organisation. The net impact on the corporation’s value may indeed be negative, as Dr Singh suggests. Similar suspicions with regard to how government actions affect share valuation prevail in the case of VSNL as well, where the issue is even more complex. The premature termination of VSNL’s international telephony monopoly next year is expected to adversely affect the corporations value, even though it is to be compensated in cash as well as concessions regarding payment of entry fee and provision of bank guarantee for entry into long distance telephony. In fact the termination is known to have led to a much sharper collapse in VSNL share values over the last year than has been true of the stock market on average.

To the effect of this we should add the likely effects of the impending decision on what should be done with the Rs 4000-odd crore cash surplus that the company has accumulated because it has not invested fast enough. And the mess surrounding Amitabh Kumar’s forced and ill-timed exit may also, in myriad ways, have its effect.

There are three ways in which the issue of valuation is approached by the government. In instances like VSNL, the prevailing price of previously disinvested shares ostensibly provides some benchmark. The incomes being earned by the company, which are extrapolated and discounted provides a second yardstick, as happened in the case of BALCO. And finally, an independent valuation of the worth of the tangible and intangible assets of the company ostensibly provides a third indicator.

The problem is that the shallow and volatile nature of the stock market makes the first a completely useless guide. The second has been undermined by the government’s refusal to allow these firms to exploit the opportunities they had of earning long run profits, partly because of bureaucratisation and disputes over turf, and partly on the grounds that they were candidates for disinvestment. The likely value yielded by the third has been undermined in various ways, as the current controversy, and that surrounding BALCO earlier, suggests.

The BALCO experience, and that of Modern Foods before that, suggests that valuation is bound to prove controversial, especially in the case of a company like VSNL that has both huge assets and large accumulated cash reserves. In a desperate bid to get a hold of those reserves for its own budgetary manipulations, the government may resort to financial restructuring, transfer these surpluses to its own account, and then sell equity in the reserves-deprived company for a price that hands over control to a private party for a "song". But this together with the suspicion that the government has unwittingly or deliberately contributed to undermining the share value of these companies, would set off a battle on valuation in which a more fundamental issue may be neglected.

And that is the fact that rather than disinvest equity, the government should concentrate on restructuring these actually or potentially lucrative corporations, retain them in the public sector and make them yield much-needed non-tax revenues for the State. What needs to be opposed is not the price at which public sector units are sold, but the fact that they are being sold at all. It is that battle which the Congress needs to join.