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The purpose of this paper is to examine the relationship between accounting conservatism and pledging of shares by controlling shareholders of a firm to obtain a loan. The pledging of shares by the controlling shareholders of a firm results in alterations to the payoff and risk structure for these shareholders. Since accounting numbers have valuation implications, pledging of shares by a controlling shareholder has an impact on accounting policy choices made by the firm. The purpose of this paper is to examine the impact of controlling shareholder share pledging to obtain a loan on a specific accounting policy choice, namely, conservatism.

The paper uses a large data set from India comprising 14,786 firm years consisting of 1,570 firms belonging to 58 industries for a period of 11 years (2009–2019). The authors use ordinary least square regression with robust standard errors. The authors conduct robustness checks and the results are consistent across alternative statistical methodologies and alternative measures of the primary dependent and independent variables.

The primary results show that pledging of shares by the controlling shareholders results in higher conditional conservatism and lower unconditional conservatism. Further analysis reveals that the relationship is stronger when the controlling shareholder holds a majority ownership in the firm. Additionally, the results show that for business group affiliated firms, which are unique to developing countries, both the conditional and the unconditional conservatism are incrementally lower when the controlling shareholder pledges the shares. For family firms with a family member as CEO, the conditional conservatism is incrementally higher and the unconditional conservatism is incrementally lower. Finally, the authors show that the results hold when the pledge intensity variable is measured with a one-year lag and finally, the authors show that conditional conservatism is incrementally higher in the year of the increase in the pledge and the year after, but there is no such incremental impact on unconditional conservatism.

The research is limited to the listed firms in India. Since majority of the listed firms are controlled by families and the family firms around the world are heterogeneous the findings of the research may not be applicable to other countries.

The study has implications for policy-making and monitoring of the pledging by the controlling shareholders. It also helps the investors in making investment decisions with respect to family firms in India.

The study is unique as it focuses on the relationship between pledging of shares by the controlling shareholders and its impact on accounting conservatism. To the best of the authors’ knowledge, this is the first research integrating these two aspects.

Despite the widespread prevalence of share pledging by Indian promoters, this area remains out of the researchers’ purview. This study aims to bridge this research gap by delineating the impact of promoter share pledging on future stock price crash risk and financial performance in India.

A sample of 257 companies listed on the Standard and Poor’s Bombay Stock Exchange 500 (S&P BSE 500) Index has been analysed using panel (fixed-effects) data regression methodology over 2011–2020. Further, alternative proxies for crash risk and financial performance are adopted to ensure that the study’s initial findings are robust. Finally, the instrumental variable with the two-stage least squares (IV-2SLS) method has also been employed to alleviate endogeneity concerns.

The results suggest a significantly positive relationship between promoter share pledging and future stock price crash risk in India. Conversely, this association is significantly negative for future financial performance. Moreover, the results hold, even after including alternative proxies of stock price crash risk and financial performance and addressing endogeneity concerns.

Owing to the sizeable equity shareholdings of the promoters, share pledging has remained a lucrative source of finance in India. Despite the popularity, the findings of this study question the relevance of share pledging by Indian promoters considering its impact on aggravating future stock price crash risk and deteriorating future financial performance.

This study aims to explore the relationship between promoter share pledging and the company’s dividend payout policy in India. Furthermore, this study also analyses the moderating impact of family involvement in business on the association between share pledging and dividend payout.

A sample of 236 companies from the S&P Bombay Stock Exchange Sensitive (BSE) 500 Index (2014–2023) has been analysed through fixed-effects panel data regression. For additional testing, robustness checks include alternative measures of dividend payout and promoter share pledging, as well as alternative methodologies such as Bayesian regression. Lastly, to address potential endogeneity, instrumental variables with a two-stage least squares (IV-2SLS) methodology have been implemented.

Upholding the agency perspective, a significantly negative impact of promoter share pledging on corporate dividend payouts in India has been uncovered. Moreover, family involvement in business moderates this relationship, highlighting that the negative association between promoter share pledging and dividend payouts is more pronounced in family companies. The findings are consistent throughout the robustness testing.

The present study represents a pioneering endeavour to empirically analyse the link between promoter share pledging and dividend payouts in India. It enhances the theoretical underpinnings of the agency relationship, particularly by substantiating the existence of Type II agency conflicts between majority and minority shareholders. The findings of this research bear significant implications for investors, researchers and policymakers, particularly in light of the widespread prevalence of promoter-controlled entities in India.

The purpose of this paper is to investigate the impact of agency risk implied in case of personal debt obtained by promoters through pledging of their stock on accrual and real earnings management practices.

In this paper abnormal accruals, as suggested in Dechow et al. (1995), and the real earnings management proxies as indicated in Dechow et al. (1998) and Roychowdhury (2006) are used. OLS regression is run over 29,054 firm-years of Indian companies starting from the year 2008 to 2016. Then the occurrence of earnings management is tested in firms in year t where promoters pledge/release their holdings from the pledge in year t+1.

The findings suggest that earnings management increases in the prior year with an increase in the proportion of promoters’ stock pledge in the subsequent year. The authors find evidence for increased earnings management through accruals and also for real earnings management using abnormal cash flows and abnormal discretionary expenses. However, the authors do not find real earnings management using abnormal production cost as a measure.

The paper has considerable implications on managerial behavior toward earnings management because of the flexibility managers have in applying accounting policies and authority in operating decisions under domestic GAAP, and IFRS and earnings are prone to management tactics, fostering agency risk when they relate to the welfare of decision makers.

This paper addresses the consequences of individual borrowing of promoters collateralized by their stake in the firm, which is a global phenomenon, on reporting quality.

This paper aims to develop a corporate financial distress model for Indian listed companies using financial and non-financial parameters by using a conditional logit regression technique.

This study used a sample of 96 companies, of which 48 were declared sick between 2014 and 2016. The sample was divided into a training sample and a testing sample. The variables for the study included nine financial variables and four non-financial variables. The models were developed using financial variables alone as well as combining financial and non-financial variables. The performance of the test sample was measured with confusion matrix, sensitivity, specificity, precision, F-measure, Types 1 and 2 error.

The results show that models with financial variables had a prediction accuracy of 85.19 and 86.11 per cent, whereas models with a combination of financial and non-financial variables predict with comparatively better accuracy of 89.81 and 91.67 per cent. Net asset value, long-term debt–equity ratio, return on investment, retention ratio, age, promoters holdings pledged and institutional holdings are the critical financial and non-financial predictors of financial distress.

This study contributes to the financial distress prediction literature in different ways. First, there have been, until now, few studies in the area of financial distress prediction in the Indian context. Second, business failure studies in the past have used only financial variables. The authors have combined financial and non-financial variables in their model to increase predictive ability. Thirdly, in most earlier studies, variable institutional holdings were found to affect financial distress negatively. In contrast, the authors found this parameter to be positively significant to the financial distress of the company. Finally, there have hitherto been few studies that have used promoter holdings pledged (PHP) or pledge ratio. The authors found this variable to influence business failure positively.

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.

Teaching notes are available for educators only.

CSS 1: Accounting and Finance.

This paper aims to explore the relationship between economic policy uncertainty (EPU) and promoters’ share pledging activity for real estate and construction firms in India. The author further divides the sample into financially sound and financially constrained firms and re-examines the relationship between EPU and promoters’ share pledging activity for them. Additionally, the author investigates the moderating effect of EPU on firm-level cash holding for pledged firms.

The author conducts multiple regression to examine the effect of EPU on the share-pledging activity of a firm on sample data of Indian construction and real estate firms. The financial and pledging data was collected for all listed firms from March 2009 to March 2020 from the Centre for Monitoring Indian Economy. The EPU data was re-estimated using the three-period moving average method. All data used in the study was collected from secondary sources.

The author finds that EPU influences pledging activity, and the association between them is opposite for financially constrained and financially sound firms. Also, the author reports that an increase in EPU increases firm-level cash holding for pledged firms, and the interaction between EPU and share pledging is significantly associated with firm-level cash holding.

The managerial implications of this study are manifold. Managers of financially constrained firms should pay attention to the promoters pledging activity so that in a rising EPU environment, issues of managerial entrenchment can be avoided. Moreover, any further promoters’ share pledging activity under rising EPU conditions may force managers to hoard higher cash and thus reducing investment and profitability.

This paper presents evidence of relationship between EPU, share pledging activity and firm-level cash holding in an emerging economy. The study also compares the response of financially constrained and financially sound firms for EPU on equity pledging activity and that of equity pledging on firm-level cash holdings.

This study aims to evaluate the financial performance of the textile industry in Haryana located in the northern part of India.

Input-oriented Cooper, Charnes and Rhodes (CCR) and Banker, Charnes and Cooper (BCC) techniques of data envelopment analysis, as well as the return to scale (RTS) technique, were used to conduct the analysis.

The findings show that textile units in Haryana have hugely underperformed financially with a consolidated technical efficiency score of only 0.35. Both private and public limited textile companies with respective scores of 0.46 and 0.24 are technically efficient. Public limited textile companies are more efficient than private limited companies. Private limited textile companies need to increase their input scale because they are operating at an increasing return to scale while public limited textile companies have to lower their input scale because most companies are operating at a decreasing return to scale to enhance their efficiency.

The study can assist in decision-making to all key stakeholders (Shareholders, management, government, tax authorities, debtors and creditors, among others) by identifying efficient and inefficient companies. Appropriate policies can be framed based on that knowledge.

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.