Wanted: A new King Bull for the new bull market

January 25th, 2013

It has been a couple of decades since our only legitimate Big Bull came into the horizon. Rakesh Jhunjhunwalla famously was an outsider, who bought stocks on borrowed money and made a fortune. We have since had many non-bulls such as Harshad Mehta, Ketan Parekh and more recently Nirmal Kotecha. These non-bulls were flattered initially, only to deceive one and all very soon. They rose steeply, but soon found themselves on the wrong side of the law.

Most of the other investment gurus and stock experts who pass off as bulls are salaried people, which means they are playing on other people’s money and their views and actions are driven by the interests of their paymaster. Even the more upright ones do not say and do things that may directly hurt their bosses/owners’ positions. Therefore, you often find perennial bulls as their job description does not allow them to be anything else. That makes them more of domesticated bulls.

To inspire younger investors, bring in new money and lead a new bull market, we need a new King Bull. We need him to come from outside Dalal Street, from somewhere near in Southern Tamil Nadu coast or from Kashmir’s snow clad peaks or from Wasseypur’s gangs. May be he can be a Goan with a sexy sounding Portuguese surname. But, he should not be a corporate honcho’s distant relative or his classmate in the snobbish college he dropped out from.  He should not be a broker’s son or his daughter-in-law.

Recently, I read a book review by one of the BS colleagues, which talked about how Fortune, the magazine of the rich, has had a dedicated Warren Buffett reporter for some four decades. Therefore, the drought of those iconic King Bulls is not just an Indian phenomenon.

World over it has become difficult to find real bulls because the insiders have kept it a closed club. It is not easy to break in. The scarcity of a no-strings attached, legitimate bulls, in a way points to this utter lack of information symmetry in the Street. Some cynics even say 80 per cent of the gains made in the market place today are driven by unpublished, insider information or by front running the foreign moneybags. Since small guys trust these tidbits of information more than balance sheets, a self feeding vicious cycle is created where most people are looking for these to make money in the market. This cycle invariably makes slaughter cows out of the innocent small investor, eventually making the market as shallow as it is today.

Only a head-strong, charging and brand-new King Bull can blast past this vicious cycle and bring hope for the small guy.

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A Lilliputian stock exchange

December 11th, 2012

If anyone wants to feel like the legendary Gulliver, please consider a visit to Maldives, our tiny neighbour scattered across the Indian Ocean, south-west of the Malabar coast. Covering markets, I have spent hours trying to belittle the Indian stock exchanges talking about how they have reached less than two crore people, how there is insufficient liquidity beyond the top stocks and inadequate measures of investor protection. But, a recent visit to Male completely caught me off-guard as the Maldives Stock Exchange(MSE) made our own bourses look like Gullivers.

The MSE is ten years old and was initially a part of the capital market regulator. In 2008, it was hived off into a separate company.  Currently, it has six companies listed.  There are three registered brokers in the country – Stock Brokers Maldives, Aariya Securities and First option – all of them operating from Orchid Magu, the Dalal Street of Maldives.

The six listed  companies are Maldives Transport and Contracting Company Plc (MTCC), Bank of Maldives Plc (BML), State Trading Organization Plc (STO), Maldives Tourism Development Corporation (MTDC), Amana Takaful Insurance (ATM) and Dhivehi Raajjeyge Gulhun Plc (DHR).

DHR with a market capitalization of six billion Maldivian Rufiyaa (MVR) is the largest listed firm. The MSE website said “The Board of Directors of Dhivehi Raajjeyge Gulhun Plc have approved and declared an Interim Dividend of MVR 329,618,162 (approx. US$ 21.4 million) for the Financial Year 2012/13 with MVR 4.35 payable per ordinary share”

Similar to the SME platform in Indian exchanges, Maldives Stock Exchange has two boards. A public company established under the Companies Act can list on the First Board or Second Board of the MSE. The First Board for equity is for larger capitalised companies. The Second Board is for smaller public companies. Second Board companies may move to the First Board if such companies meet the First Board listing requirements.

The first board charges a initial listing fee of 50,000 Rufiyaas, while the second board charges half of this. A few hundred trades are executed. The exchange even has a bellwether index called Masix, which follows the freefloat model.

Howsoever tiny the stock exchange may be, the basics of investing and perils of it seem to be the same. Like all exchanges MSE website, also has a section for investor awareness which says, “Investing in securities is like investing in a business. The objective is to get a good return. This could be either to get a regular income by way of dividends or to get a profit by way of capital appreciation of the securities or both,” the MSE website said.

Warning investors of the risks of investing, MSE said, “All investors must be aware of the risks attached to investing in securities. The securities of a company could fluctuate in value due to the business risks as well as financial risks.” An investor must not be guided by rumours, MSE advises, “To minimise risk, he may invest in securities of several companies, preferably operating in different industries.” It seems neither Lilliputs nor Gullivers are immune from confusing, contradictory disclaimers from their respective stock exchanges, which masquerade as “investor awareness” information.

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Media: Look who’s talking

October 30th, 2012

Two people who have been hounded by media have attacked the media’s credibility. One, by giving the media a taste of its own sting and the other by thumbing his nose on media by holding his own in one of the glamourous car races.

But can we turn the question on them? Now if crony capitalists question the credibility of people questioning them, should such questions be entertained? Do two wrongs make a right?

I personally feel this is a calculated campaign by people associated with the government who have been on the receiving end of media onslaught over the past few months of scams and corporate scandals. While media has dutifully reported the attack on its own credibility, the allegations are just that until anything is proved in the courts.

Now, the people who have made these allegations themselves are facing allegations of attempts to bribe, doctoring tapes and defamation suits.

Just because some unverified video shows some journalist demand money, does that mean all journalists and media organisations are bought and sold? Far from it.

There also have been allegations in the past of paid news and ad-for-equity deals, which some analysts have equated to corruption at the owner level, rather than at the journalist level.  Even these are still islands of corruption in mainstream media.

Having said that, corruption in media must be weeded out at all costs. Not because these cronies have pointed it out, but more because they are using it as a shield to cover their own exposed modesty.

Competence is a bigger problem in media today than corruption. To address this, media organisations need proper training facilities and must be ready to invest in people.

For this they need money. And, that comes from advertising. Bulk of advertising is done by corporate majors. These are all the time involved in interactions with the government and its arms. Their businesses grow largely from getting access to natural resources like land, minerals, oil, gas and spectrum. To ensure they are preferred over others in allocating these, they employ lobbyists.

Lobbyists try to influence policy by cultivating journalists. Journalists get easy stories from lobbyists. Lobbyists slip in stories that fit their agenda.

Journalists, even those who are competent, get sucked into the game as it is a win-win.

To break this cycle, media should develop easier payment system on the web. Like for reading this blog, I should be able to bill your IP address some 50 paise. If you think it’s worth more, you should be able to credit it to the Business Standard bank account. While dreaming, you don’t need to sound credible. Do you?

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Deals are done by bargaining

September 24th, 2012

I always wondered how big deals are done. While there are reams and reams of deal stories, none of them gave the real picture. Even the ones that claimed to give the “inside picture” often gave the inside picture that people wanted you to know. No more.

My wait for the real inside story of deal making ended anti-climactically in a movie theatre. In Abritrage running in theatres here, Richard Gere plays a hedge fund honcho Robert Miller desperate to sell his fund called Miller Capital (with a $ 400 million hole ) to a conservative bank called Standard Bank & Trust.

James Mayfield, who is the boss of Standard Bank, runs around buying time before signing on the dotted line.

Eventually, one day Miller catches Mayfield at a restaurant. Hiding his desperation well, Miller bullies Mayfield threatening to issue a “press release” saying the Bank has called off the deal. He says it was Mayfield’s bank that needed a niche trading operation as that of Miller’s and that Miller did not need him as his firm was “thriving.”

Miller audaciously begins to walk out saying he wouldn’t sell his fund off for anything less than $650 million. Mayfield blinks and quotes $450 million as his price. “525 take it or leave it,” says Miller. Within moments, they settle for $525 million.

Bingo! Deal over.

Miller then picks the hotel’s menu card and starts scribbling. A bewildered Mayfield asks what was he doing. “I am writing a deal,” Miller quips.   Miller also manages to extract job offers for his son and daughter with lucrative packages for the next five years.

He then asks Mayfield what his final price would have been. Mayfield says $600 million as Miller cringes. When Mayfield throws the same question at him, Miller says his last price would have been $475 m. Mayfield is convinced that it was a fair deal.

We know what follows. The deal is announced. Miller promptly gives credit to all his employees, he gives credit and a cut in the deal for his CEO. Miller happy, employees happy, family happy and buyers happy, too. Standard Bank discovers the $400 million hole a few days later. They are already at a point of no-return. Miller is already receiving awards for deal making. Mayfield and company no option but to keep shut.

I am now more than convinced that is how multi-million and billion dollar deals are done in real world too.

Nobody can now fool me saying that Ab & co were the investment bankers for the deal. They crunched the numbers, burnt midnight tube-lights and stitched up deals. Nobody can fool me saying X&Y legal advisers drafted the necessary papers, created structures, did due diligence based on which the deal was concluded. Because, I finally know how deals are done. Deals are done by bargaining like I often do with Delhi autorickshaw drivers.

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Sebi and the hypocrisy of geographical spread

August 15th, 2012

The market regulator has somehow got attached to the idea of spreading mutual funds to centres beyond Mumbai and its metro sisters. In its next board meeting, Sebi is likely to announce measures to make mutual fund products expensive for these smaller towns under the pretext of incentivising distributors in these areas.

Is it going to help? Over a year ago, Sebi said distributors who bring in new investors will get a fee of Rs 150. When critics said the measure would not mean anything in big cities where this sum may not even cover the taxi fare, it was argued that this will enhance the reach in small centres. If this was indeed the intention, the measure did not yield the intended results. After a year of such incentives, the share of five metros (Mumbai, Delhi, Kolkta, Chennai and Bangalore) in total assets of the mutual fund schemes has remained a high 73.66 per cent at the end of June down from 74.75 percent in September 2011. But the share of next ten cities actually increased to 13.29 per cent from 12.96 per cent.

Within the metros, while Mumbai and Chennai showed a fall in share, Delhi, Kolkata and Bangalore showed an increase in share of MF assets.

While this data does not give a flattering account of the Sebi measure to increase the investor base, the loss of folios in droves simply demonstrates the inefficacy of such sales-bolstering efforts when the lacklustre market conditions have killed the demand.

But the lobbyists seem to have convinced the regulator to make another supply side effort.

But my crooked mind can’t but laugh at the hypocrisy of such measures. Just look at what is the geographical spread of the regulator that is prophesying reaching out to smaller towns?

Just a couple of weeks back it opened an office in Bangalore. No, it’s not a typo. I am not talking about Mangalore. Almost a decade and a half after they made it a verb and much after the silicon valley was Bangalored, Sebi has finally found it fit to open an office in the IT capital.

It would not be wrong to say 95 per cent of Sebi is present in Bandra Kurla complex.  It has four other regional offices in Ahmedabad, Chennai, Delhi and Kolkata.

What about the North-East? Are people not investing there?  Are people not being duped there? What about Hyderabad, where there are as many scams as there are Reddys?

I remember when Raju made his famous confession, Sebi had to send people from its Chennai office. I cannot overemphasise how much precious time would have been lost  in transit and how much more would have been lost in trilingual (Telugu-Tamil-English) translation.

The physical presence is important to gather intelligence. Intelligence is key to avert disasters. At present, Sebi largely relies on its Integrated Market surveillance system to monitor the market. It relies on investor complaints to take corrective action which are often post-mortems.But like the recent episode in the Deccan Chronicle case shows, a lot of the world is offline. It is not possible this through IMSS. If it has to attain the detterence that is a sign of all good regulators, it has to be close to the action.

If it does that, then  it can bring to book unregulated competitors such as collective investment schemes, realty schemes, Emu farms, retail products schemes and illegal debentures long before they become multibillon dollar monsters. It is this unfair competition that doesn’t allow well regulated products such as mutual funds penetrate these markets

Sebi should climb down its ivory tower in the financial megapolis, sweat around on the streets and get the hands dirty. It should lead by example. No better leader than the one who practices what he preaches.

 

 

 

 

 

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Does Sebi protect investors?

June 15th, 2012

“Investor protection framework. I want to understand what this is,” Fali S Nariman, senior lawyer, thundered in the Supreme Court last week. “Who does Sebi protect? It is protecting those gentlemen who make all those commissions. What do you call them?… Yes, merchant bankers. It protects the merchant bankers, not ordinary investors,” he continued while arguing against a Sebi order which it claimed to have made in the interest of investors.

Nariman’s comments may seem extreme especially when considering the context where he was attempting to take the fight to the opposition in a specific case.  But, I feel he has a larger point. While Sebi has made rules, regulations and guidelines with the noble intention of protecting the interests of investors, these rules themselves are used by so-called intermediaries and market participants to shield themselves from complaints against any deficiency in service and even outright fraud.

At least two public interest litigations (PIL) are now pending in the Delhi High Court, which have challenged the regulatory framework for suspending companies. The PILs say these rules, originally meant to protect the investor have been twisted by the promoters in their favour seek repealment.

May be its an universal truth — Willful offenders, howsoever less educated or academically qualified they may be, are often more well-versed with the law, than their better qualified but unsuspecting clients. My recent experiences have reinforced this belief.

At least two rich well-to-do highly qualified people have been hoodwinked by a much less qualified but a quick-witted con. The lure of returns throws a shawl over even the sharpest of minds. Once you are in the trap, your life goes from bad to worse. But Sebi should ideally come to your rescue. That is why it was formed. Like Arvind Datar, another senior lawyer, who was arguing against Nariman said, Investors are by nature gullible, that is why we need an investor protection framework.

But does this framework work the way it was intended to? Unfortunately, the answer is a big emphatic No.

Even if an investor is able to establish clearly that he had been defrauded by the intermediary or his representative there is no immediate remedy available for him. On the other hand, the perpetrators know clearly well which crevice of law they can hide in.

Often the victim is thrown rudderless into a sea of regulations and rules. On top of losing his hard-earned money, the individual is left fighting first to understand the implication of these rules.

Then he has to figure out and bring the event that has happened to him into four corners of law and implicate the culprit. If he is not patient enough to figure out, he has to go to a lawyer, who will charge a bomb. A classic case of throwing good money after bad – because there is no guarantee that the lawyer will win you your case against a battery your adversary a big firm with a full-fledged legal department will be able to line up.

For example, it has taken Sebi, with all its might and clout, nearly three years, a best of the breed lawyer and some dedicated personnel to build up a credible case that will stand judicial scrutiny.  Even in what appeared to be an open and shut cases, there are no clear indication of a success after years of litigating.

As if these impediments were not enough, recently CBI has caught a black sheep even within Sebi ranks, who asked for bribes. Assuming this is not an isolated case, where does that leave an ordinary investor who is seeking protection from the “wolves out there”, as one lawyer put it?

A friend who has been dealing with such cases says: “Unfortunately, we are advising people to prepare a proper dossier describing the chain of events, build up a case. Then you take it to your company or the broker and threaten to sue. In most cases, he would agree for a sum. Take it and close the matter.”

A very practical solution. But is it the right one?

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Shoot the right messenger

February 22nd, 2012

“I am having butterflies in my stomach,” said a TV reporter standing before a court in the capital last Saturday. “I am sure even Chidambaram is having butterflies in his,” she went on trying to create the colourful insects in every viewer’s abdomen, giving her star anchor some breathing space. The anchor started booming, “My sources say the judge has not entered the chambers yet. It has been 40 minutes. Why has the judge not come in yet? The nation is waiting.”

The nation can’t wait. It wants to know everything before the next ad break.

And, if the nation wants to know, no office is too high, no secret too sensitive, no one too big. Arab Spring and Anna Hazare have made such jingoism fashionable. Having trained guns at politicians and bureaucracy, National TV is now taking on the third pillar of democracy—the judiciary, more frequently. Even as the judge was taking his time, the anchor was filling airtime vociferously. “Why are we not allowed inside the courtroom? How can the public be kept out in an open court system?”

Can judiciary handle such manufactured pressure? Obviously, it is feeling it and is not too pleased. The displeasure came out in another unrelated case.Two weeks ago, senior judges of Supreme Court took strong exception when an appellant (Sahara group) complained of media interference. After reprimanding the respondent (Sebi), who claimed innocence, for having leaked
crucial details, the bench ordered the appellant to make a written submission. A decision is expected in early March.
It is still not clear exactly what was published in the business channel and how it affected the client’s case. But, the decision is likely to have far reaching ramifications for reporting and commentary on sub-judice court cases.

And, the vanity and jingoism described above is likely to be given a fair consideration in arriving at the decision. In my opinion, the courts should come down heavily on one-sided commentary that passes off as reporting. In an ideal world, news organisations would have enough checks and balances to filter such prejudice. Since our world is still getting there, it is better to have clear rules.

Protectors of free press may be up in arms. They must understand it is not a yes or no question anymore, but demands a nuanced answer. Like in a football field, setting ground rules and penalising violations do not mean a curbing the game. In fact, the game gets better and more watchable with these rules.

But, it is important for the courts to recognize the difference between rape and sex. In its dislike for the former, it should not end up killing the latter. The courts need not look very far. Only a few days ago, some journalists caught some lawmakers watching sex clips in the floor of the legislative assembly. One of them claimed they were watching with sympathy a video that showed a foreigner being gangraped. I am not saying more. The matter is sub-judice.

Disclosure: This writer has reported extensively on a number of sub-judice cases, without prejudice to his stomach or the butterflies that occasionally surface in it.

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They fight, therefore they are brothers

December 28th, 2011

My father fights with his brother, each time they meet. At my grandfather’s funeral, at a cousin’s wedding and last week on Dadar platform, where he had gone to send off my uncle,couple of years younger to him, there are no exceptions. Occasions and locations don’t deter them. It’s neither a cold war with subtle manouveres, nor a quiet disagreement; it’s a proper quarrel, complete with yelling and gesturing. Neither of them gives up. Despite getting used to it over the years, we, the kids, get anxious and try to play peacemakers.  People who are not used to it get excited, scared or entertained depending on their stakes and tastes.

Thank god for little mercies, my family is happy with words. In a more militant, sword-wielding types, this will probably end in blood flowing and heads rolling. When the brothers are from the country’s top business family, it’s a different ball game.

Media certainly has gone overboard with the big brothers’ meeting in Chorwad, while the shares have reacted in a more nuanced manner. One set of shares, which have been battered for years now, gained; other set declined and overall market followed global cues.
There is no clear message there yet. All we have had is a few pretty pictures and a statement from the matriarch. “Woh dono mere bete hain. . . Dono hi aage badh rahe hain. Dono ke beech pyaar hai. Hum sab saath saath hain (they are both my sons. Both are progressing in their businesses. There is love between them. The family stands together),” the mother was quoted as saying in media.

After all, Mother knows best.

The operative part of that plain vanilla statement any mother would say about her kids, which everyone is reading their own secret fantasies into, is this: Dono ke beech Pyar hai. How can they fight if they love each other? So they will stop fighting. If they stop fighting, the next thing they will do is merge their companies…this is the thought process that is being floated.

When my father was describing me the latest episode at Dadar, I told him: “Enough is enough. I can’t handle this anymore. You guys either stop fighting or stop meeting.”
He laughed off my ultimatum and said, “Why do you worry? It has always been like this. When we were young, sometimes I gave him a whack. He ran to the mother complaining. Later I call him back. We play, we roll on the mud, quarrel… You don’t have a brother. You won’t understand.”

Do you have a brother? Do you understand?

This is what I think I understand:

Brothers are a peculiar species. They fight, that doesn’t mean they don’t love each other. They love each other and that doesn’t mean they won’t fight. And, no matter who you are, you can’t stop them from meeting or fighting.

That brings us to the brothers’ wives, who were snapped dancing blissfully.

They dance, But that doesn’t mean…

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Confessions of a security breach

November 18th, 2011

It all began with a dare. Some people in office had registered themselves and had secured admission into an international conference happening in Mumbai. I had missed out on the registrations, having gone to a less happening place for a week.

While casually checking out the venue and timings, it dawned on me that it was no ordinary conference and unregistered people would be denied entry. “They have clearly said so in the invite and I hear they are very, very strict,” one proud registrant quipped.  “They have even rejected some applications. They are not entertaining too many from a single newspaper,” he rubbed it in.

This can’t be Mumbai, I thought, and this can’t happen to me. I could see myself standing before a billboard saying: “Dogs and Sundar not allowed” in front of the five star hotel.
“There is no place in Mumbai that I can’t get into. And, there is no one in Mumbai who has the guts to stop me,” I thought I had thought, only to realise that my vocal chords had decided to amplify it to the whole office.

The thought thus became a statement and soon turned in to a matter of pride, prestige and other such P-words as the haves continued to taunt the poor have-not. “Let us see how you get in.”

Honestly, I did not realise what I was getting into. In the evening, when a photographer friend had called I just checked if he was coming to the Summit next day.

He said his boss, who himself was a panelist at the conference, could not get him in even after escalating it.  “They refused pass and am cooling my heels at home tomorrow,” he said.

If the Paparazzi brethren, who are known to climb trees and get under tables for a good angle, had given up, what am I gonna do?  All I could do was buy a ticket for TinTin at Phoenix and look for some inspiration.

Usually, conferences are only too happy to let in journalists, I thought and by some carrot or/and stick trick I can find my way in.

Though I was more nervous than confident, I picked myself wore an old formal shirt and shoes, that  I hate to wear and reached the place around 10.

I bumped into a ‘Have’ at the gate. And, we walked in.  What I saw sank my heart –Not the gun totting, black suited white men and women reminding me the Thompsons of Tintin, but the sight of my former bosses, people who almost became bosses and potential bosses, who had registered themselves and got admission, standing out.

“We don’t have a clearance from the Vakola police station. So, they are making us wait,” the ex-boss said.

The Have, who came with me, had got it all right and got himself in. “Our boss is coming in few minutes. You tell him,” he advised me considerately.

Boss came and got busy with friends and he was rushing to catch the 5-star session that was about to start. I didn’t want to bug him.

The ex-boss advised me “Stay close to him. He is like you. He has not registered like. He is your best chance,” pointing to Q, a very big potential boss.

Q was arguing at the counter. “I am from dash-dash. I have to be inside.” The pretty young things did not give a damn.

I went to one of them. “Can you get me in?”

“You are not registered?”

“No.”

She gave me a condescending smile, which made her look more beautiful, “No chance.”

Dawn breaks when the night is the darkest.  BOOM. I was in.

It was a split second. Probably, even lesser.

But, I was in, that is all matters.  The feeling was incomparable — almost like having turned that condescending smile in to a romantic one.

To ice it, one of our haves, all decked up, shook my hands saying, “Maan na padega.”
I am not telling you here the mechanics of the breach as it may get very mundane and may also hurt the black suited white guys n gals who did their jobs admirably for two days.  I even shook hands with one of them saying, “Great job, mate.”  “Alvidha,” he said.

As I walked out on the first day, another of the haves said, “I will get you six beers for what you did today. If you come back in tomorrow, I will get you sixteen.”
Another Dare? Why Me?

How did I get in on Day Two? That is a different story altogether.

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The Achuthan Da Vinci Code

October 5th, 2011

In 2009, when late C Achuthan set out to rewrite the most important code (arguably, of course) for corporate India, he did not want it to be anything like the existing code, which some people say is as puzzling and intriguing as the Dan Brown thriller “The Da Vinci Code”.

The takeover code was then twelve years old, written roughly around the time I left junior college and probably conceived even earlier – clearly a relic of a bygone era. Subsequent amendments, explanations and informal guidances (whatever that means) provided by the regulator every now and then had made it such a maze which even experienced lawyers, with problem-solving minds to match the ‘Da Vinci’ hero Robert Langdon, would find hard to navigate.

Achuthan himself was very unflattering of the old code. “Clarity is lacking, and even the user constituency is not clear, and the regulator is also not clear at times,” he had told a TV channel soon after being appointed head of the Takeover Regulations Advisory Committee (TRAC).

And to be fair, he put in his best efforts and vast knowledge at work. A team of magnificent dozen toiled with him through almost a year, taking views and suggestions from every corner of the corporate world, academicians, lawyers, bankers, regulators, and investors  to sculpt a new brand new draft word by word. “It would have been over earlier had we gone suo motu,” Achuthan would tell me later.

When I had called a couple of Achuthan’s colleagues on the committee soon after his untimely death couple of weeks ago, first thing they recalled was how meticulously the TRAC chief ensured that all possible permutations and combinations were explored before each provision was finalised.

“We have made it more structured and easy to understand,”  Achuthan had told us, when myself and a former colleague, had caught him on camera soon after the draft was released on July 19, 2010.

Achuthan was a man of his word. He had promised us the first interview after the draft was released, at noon. We almost missed it having to race all the way from BKC, where the Sebi press conference was held to Nariman Point, where Corporate Law Chambers had its office.

We knew the man of few words had kept his word, when we saw editors and crew of a top channel walk in to the lift, we got off from after canning the QnA. “We’ve got global exclusive,” we pump fisted jokingly. Unfortunately, we could not release it on the paper’s website immediately due to some technical and procedural hiccups. By evening, Achuthan was on every channel and by morning, all over the papers. Our masterpiece got delayed, it got cut and by the time it got posted, we got a practical understanding of the phrase “Pyrrhic victory.”

We knew not then, the fate of our video was a precursor to the fate of the code itself.

It was no doubt a “Pyrrhic” one year and some for the new code having lost crucial body parts along the way, the agony completed with the loss of the chief author himself, four days before it saw the light.

Apart from the extensive rewriting, which Achuthan himself was visibly proud of, three defining elements of the new code were the new initial trigger at 25 Percent, a mandatory open offer for 100 percent to allow all shareholders an equal opportunity to exit and a wider definition for the term “control”.

But two of these key elements, the 100 percent offer and the control definition, were knocked off after lot of lobbying and some half-baked explanations.

While the loss of these key provisions no doubt affected the spirit of the code, even the letter of the code stands exposed today after additions and amputations done over the past year.

Provisions regarding to voluntary offers, delisting and creeping buys are some of the areas where the code reads either ambiguous or illogical, sometimes even both.

“Sebi has clearly missed the bus,” a TRAC member told me recently, when he agreed to my view on one of the above areas. He, however, completely rejected another interpretation, which some other lawyers said, the language of the new code had created.

It is precisely this, the possibility of a seemingly correct second answer, makes any puzzle that much more difficult to crack. It is precisely this –the possibility of more than one right locations on the same Rose line — made The Da Vinci code, frustrating for protagonists, though intriguing for readers.

This is probably what Achuthan wanted and toiled to avoid in his code when he spoke of  “clarity”. Unfortunately, and certainly for no fault of his, that was not to be. Like in Dan Brown’s code, the grand master is no longer around to solve the riddles.

Therefore, like in my high school days, corporate India will continue to be at the mercy of its ‘Robert Langdons’ to find a Holy Grail for its takeover trail.

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