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After working through the case and assignment questions, the learning outcomes of this study are to understand the dividend policy of a company; compare different types of dividends that a company may give; assess the impact of stock splits and the issue of bonus shares (stock dividends); compare cash dividend and buy-backs as methods of cash distribution to shareholders; evaluate the methods of cash distribution that may be appropriate for the company; and assess the trade-off between long-term value creation and shareholder expectations.

This case study presents the dilemma faced by Partha DeSarkar, the executive director and global CEO of Hinduja Global Solutions (HGS) Limited, a leading business process management (BPM) company. The company would have surplus cash of about US$1.2bn from the selling of its health-care service businesses. The company planned to invest a part of this cashflow into the company’s future growth, with some of it distributed among its shareholders. This case study provides an excellent opportunity for students to determine the best method for rewarding the shareholders. It allows students to compare various cash distribution methods. Students can examine in detail the process involved, the quantum of distribution, tax implications, financial implications, fundraising flexibility and valuation impact of available options.

This case study is best suited for senior undergraduate- and graduate-level business school students in courses focusing on corporate finance, financial management, strategic management and investment banking.

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CSS: 1 Accounting and Finance

In February 2015, Suzlon had just completed its financial and asset restructuring, following financial default after rapid growth through debt financed acquisitions in the financial boom ending in 2008. The restructuring resulted in a significant decrease in the promoter's equity stake. Suzlon now has to decide how to respond to an offer by the DilipSanghvi Group, promoters of Sun Pharma, to acquire a large equity stake in Suzlon for Rs. 1,800 crore. If Suzlon were to accept the offer then both the existing promoters and the DilipSanghvigroup would have the same stake of about 22% each. The case will help students examine the need to align financing and business strategy on the same plane. It will also help them understand details about restructuring of financial and business strategy in the face of financial distress.

The case explores information technology (IT) company Mindtree’s journey of 20 years from the time it was founded in 1999 to be different from others, and how it became a target for acquisition by an Indian diversified conglomerate in 2019. It offers insights into developing organizational culture and values in an organization, threats faced by a company when promoters dilute their shareholding, and the strategies followed by the acquirer and the target firm. It also deals with the challenges in the acquisition of a knowledge service digital firm. After working through the case and assignment questions, students will be able to: identify the circumstances under which a company can become a target for hostile takeover; describe motivations of the acquirer firm in an acquisition; distinguish between acquisition and hostile takeover, and discuss salient features of Securities and Exchange Board of India (substantial acquisition of shares and takeover) regulations, 2011; list the defenses a target firm can adopt to ward off hostile acquirer; explore strategies followed by acquirer and target firms; analyze important ingredients of organization culture, and importance of cultural congruence in an acquisition; and discuss challenges faced by an acquirer in India, namely, legal, retention of clients and key people in the target firm particularly in hostile environment.

The case explores how ten IT professionals founded mid-tier IT services company Mindtree in 1999 in Bengaluru, India (home to Infosys and Wipro) to be different from others – by inserting themselves at a higher level in the value chain, being philanthropic as a part of broader business strategy to attract a certain kind of employee and customer. It developed a culture of equality, consideration and respect. Its attrition rate of 12 to 13 per cent was significantly lower than the Industries. Mindtree crossed annual revenue of US$1bn for FY 2019 and was growing at twice the industry’s growth rate. The most attractive part was that its proportion of revenue from digital services was about 50 per cent as compared to 25-35 per cent of other services vendors. With time, the share of promoters/founders declined and increased one investor’s shareholding of V. G. Siddhartha and his related entities. In early March 2019, the promoters’ stake was 13.32 per cent while Siddhartha had 20.32 per cent. Larsen and Toubro (L&T) one of India’s conglomerate entered into a share purchase agreement on March 18, 2019 with Siddhartha to acquire his 20.32 per cent stake. Immediately, L&T asked its broker to purchase up to 15 per cent of share capital of Mindtree at a price not exceeding INR 980 per share (each share of face value INR 10). This would trigger an open offer by L&T to purchase additional 31 per cent shares of Mindtree. The action of hostile takeover bid by L&T evoked emotional criticism from Mindtree founders. Mindtree efforts to defend itself could not materialize. L&T’s stake crossed 26 per cent on May 16, 2019. After Indian regulator SEBI’s approval, L&T’s open offer to buy shares from Mindtree shareholders commenced on June 17, 2019. The case examines motivation of the acquirer firm particularly when it is a conglomerate, and how a well-performing company became a target for hostile takeover. It looks at vulnerabilities of a target firm, and defensive steps a firm can take to fence itself against such takeover. The case also explores how organizational culture is built in a people-oriented business, namely, digital services, and what role it plays in a merger of two firms.

The case is suited for postgraduate students of management, as well as those undergoing executive courses in management.

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CSS 11: Strategy.

On March 18, 2019, Yuvraj Mehta, head Corporate Brand Management & Communications (CBMC) at Larsen & Toubro (L&T), heard about negative media narratives against L&T, following a high-profile merger and acquisition (M&A) between the company and Mindtree. Some of the allegations against L&T were “hostile takeover” and “destruction of Mindtree's culture.” Mehta was faced with the issue of influencing all stakeholders; turning the tide and changing the narrative from hostile takeover to continuity, growth and profitability; and integrating Mindtree and its employees and culture into L&T. Compared to L&T's previous acquisitions, which were small, and other strategic initiatives, which were mostly organic, Mindtree acquisition was the largest (in value terms) in its history. It was also the most complex as Mindtree promoters aggressively resisted the acquisition, and L&T had to acquire a large number of shares through an open offer. Media speculations began in January 2019 when L&T, the engineering and construction giant, planned to acquire a majority stake in the young IT firm, Mindtree. Soon the reporting changed to aggressive media ranting. Time was at a premium. Mehta knew he would need to begin strategising almost immediately. How should he proceed? What should be his first move?

The primary teaching objective is to discuss the capital raising efforts of a firm under financial distress. It also provides supporting data to calculate cost of capital, DuPont/modified DuPont values and Altman’s Z-Score that can appropriately be incorporated into the discussion. Case-B provides information and data of the company’s recent performance and to changes in bankruptcy law in India. Overall, this case study provides ample scope to discuss, understand and provide the solution to the following key corporate finance themes as follows: 1. Analyzing accounting statements and examine potential earnings quality issue. 2. Predicting default and bankruptcy using qualitative analysis, financial ratios, traditional and modified DuPont models and Altman’s Z score model. 3. Examining the capital raising efforts of a distressed firm, which has already defaulted on borrowings. 4. To explore the impact of changes in regulation on the turnaround efforts of the firm as well as on the promoters of the firm.

Since 2005, Amtek Auto moved at a breathtaking speed with the goal of reaching $10bn in sales, from the current level of about $1.2bn. The group had acquired more than a dozen companies spending about Rs.5,000cr. ($850m) during this period primarily through borrowed funds. However, the market and business expansion was not happening as expected. The company’s capacity utilization was just about 40% (approx.) during much of this period. The mounting fixed costs of operation and debt servicing grew to the level of unsustainability, led the firm to default on its borrowing. Now the company had to quickly recapitalize itself to run its operations and retain the premier position in auto component industry. The company and its promoters were considering various methods of debt restructuring, asset sale and further equity infusion.

Introductory and elective level corporate finance.

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CSS 1: Accounting and Finance.

On completion of analysis of this case, students would be able to: appreciate the context of a typical delisting decision of a public company that is part of a large business group; analyze the complex nature of the relationships among the promoter shareholders, minority shareholders, government-controlled financial institutions, independent directors and executive directors in such a situation of transfer of value; and develop the best possible course of action for the promoters, independent directors and public shareholders, keeping into consideration the principles of corporate governance and the objective of shareholders’ wealth maximization.

The case presents an opportunity to examine the corporate restructuring and governance issues associated with the delisting attempt of India-based mining company Vedanta Ltd., by its London-based parent company, Vedanta Resources. The case focuses on the conflict of interests between the promoters of a business group and the public shareholders of a subsidiary, and the pivotal roles independent directors and proxy advisory firms play in supporting the public shareholders.

The case can be discussed in a graduate-level corporate strategy course that deals with restructuring and governance issues in companies, especially large group companies. It can also be discussed in a course of corporate governance where students have the opportunity to understand the potential conflict between promoters and other shareholders, and the moderating roles the independent directors and institutions may play in resolving such conflicts.

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CSS 11: Strategy.

Corporate governance; General management; Strategy

Post Graduate/MBA

Tata Group is a conglomerate having 29 listed companies with consolidated revenues of $103bn in FY2016. On October 24, 2016, Cyrus Mistry, chairman of the group has been replaced in an unceremonious way from this job, in a boardroom coup, without being given any opportunity to explain his case. This news arrived in the media between October 2016 and December 2016 and wide and public debates took place on the corporate governance practices of Tata Group. Mistry’s ouster was attributed to non-performance, unethical practices and non-compliance to Tata culture. This case presents the Tata Group performance before Mistry, at the ouster of Mistry, the major trouble points and the corporate governance activities that took place in this saga at Tata Group. The real losers in this battle were the investors who lost $12bn between October 2016 and December 2016. Many of Tata Group companies’ stocks plunged.

The students will learn corporate governance, know how a non-listed company control and govern listed entities, know the way performance of a chairman of a company has been evaluated and learn how ethical and cultural issues impact the performance of chairman of a listed company.

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CSS: 11: Strategy

The case intends for students to delve into aspects related to changes in the business environment, dynamics of competition in the airline industry, factors responsible for the collapse of an airline that had once remained a highflyer, and aspects related to change management in reviving a business that has undergone a trauma of crisis.

Jet Airways was all set to fly by the July-September quarter of 2022. The protagonist, Sanjiv Kapoor, had recently joined as the CEO of Jet Airways. Jet Airways was founded in 1993 when the Indian Government decided to liberalize the Indian skies. Flying highs and lows in its journey of 25 years, Jet Airways got grounded on 17 April 2019 because of a lack of funds. There were unsettled claims of ₹370bn against financial creditors and employees. Though liquidation of assets would have been a route to settle claims, it was decided to sell assets of the defunct airline by means of a formal resolution process. On 17 October 2020, the Committee of Creditors (CoC) approved the resolution plan of the consortium of Jalan and Kalrock Capital, which were the new promoters of the airline and were working to bring Jet Airways to its glory. These promoters appointed Kapoor to share the responsibility of Jet 2.0. Kapoor had to lead the change at Jet 2.0. Kapoor examined the idea of “look forward and reason back” as multiple challenges existed amongst opportunities for the carrier in its second chance at life. The case documented the entire saga of the rise, fall and revival of Jet Airways.

Undergraduate and Post Graduate Students

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CSS 11: Strategy.

▪ Identify and explain the factors that contribute to the success of a restaurant business.

▪ Analyse different sources of entrepreneurial finance.

▪ Identify and explain local entrepreneur’s expectations from a funding agency.

▪ Evaluate investment decision-making criteria for entrepreneurial funding agencies.

Kartikey Rajput, the promoter of a food park Urban Chowk, was waiting for the Covid regulations in the country to be relaxed. The entrepreneur in him found a business opportunity to provide hygienic food with a beautiful ambience and floated a food park (Urban Chowk) with the support of his wife Nikita Agrawal in 2017 and the second edition amidst Covid in 2020. The business model was well-appreciated by food vendors as well as customers. Rajput could see future growth potential in urban India. But his aggressive business plan to open five food parks in different cities in the next three years was disrupted due to the Covid pandemic. The expansion required huge investments, and post-pandemic challenges were plenty. The decision to go beyond Ahmedabad required the selection of cities besides the major challenge of the financing choice. The new cities might have huge footfall potential but finding the right location at the right price was a different challenge. Rajput was also concerned with the sources of getting the required finances. The entrepreneur was contemplating and evaluating the alternative sources of finance available to a start-up.

This case is appropriate for a graduate and post-graduate level programme in the courses like entrepreneurial finance, entrepreneurship and strategy. This case can also be used in an executive programme on management and Management Development Programmes (MDPs) on entrepreneurship or entrepreneurial finance.

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CSS 1: Accounting and Finance.

The case aims to understand and analyse the capital structure decisions made by a profit-making, growing organisation which aimed to be India’s premier airline and the market leader. The company that had pursued a high debt policy, to take advantage of the financial leverage that it would get, was now facing problems in an operating environment that proved to be challenging. A decline in operating profit, coupled with high-interest costs and an uncertain environment with cutthroat competition, had caused the company to plunge into losses. Attempts to deleverage by equity infusion were proving to be difficult. The case can be used in MBA, Executive Education and doctoral programmes. The learning objectives of this case are: to analyse the capital structure of the company, to interpret the relationship between financial leverage and risk, to assess the pecking order theory, to analyse the nuances of the aviation sector and the factors influencing the profitability of the companies in the aviation industry, to estimate the risks and the rewards associated with foreign currency loans, to evaluate the magnifying impact of the financial leverage and to propose deleveraging methods like sale and leaseback, debt conversion to equity and devise a revival strategy for the company.

The case discusses the dilemma faced by Naresh Goyal, promoter and chairman of Jet Airways (India) Limited. At the initial stage, Jet Airways, like many other companies in its growth phase, relied on borrowed funds to meet its investment needs. However, over-reliance on borrowed funds with just one equity infusion resulted in a high leverage ratio and an aggressive capital structure. Moreover, the company operated in a sector that was highly regulated, with competition that was cutthroat and a cost structure that was volatile. A high operating risk, coupled with high financial leverage, pushed the company into incurring losses. Having run out of cash, Jet Airways eventually defaulted on loan repayments to its lenders. Facing the eventuality of losing control of the company to lenders or to a strategic investor, Goyal was trying to figure out a way to save the company from insolvency and liquidation. It was becoming increasingly difficult for Goyal to keep Jet Airways, the company he had nurtured like a baby, airborne.

The case can be taught in both online and offline modes of delivery in a 90-minute session. Post-covid, the delivery mode of classes has changed. In online sessions, it may be a challenging task to ensure student participation.

Teaching notes are available for educators only.

CSS 1: Accounting and Finance.