Vodafone to invest Rs 10,141 cr to raise stake in Indian arm to 100%

New Delhi: British telecom major Vodafone Plc on Tuesday sought the Foreign Investment Promotion Board’s (FIPB’s) approval to bring in Rs 10,141 crore to raise its 64 per cent equity stake in Vodafone India to 100 per cent.

According to its application, Vodafone India has been valued at Rs 28,469.9 crore, compared with Rs 54,672.72 crore in February last year, when Ajay Piramal-controlled Piramal Enterprises had paid Rs 3,007 crore for a 5.5 per cent stake in the company. So, if the existing stakeholders — Piramal Enterprises, Max Group’s Analjit Singh, IDFC and other independent investors — exit at the current valuation, they get 47.9 per cent less than what they would have got in February 2012.

When Piramal Enterprises had bought its second tranche of 5.5 per cent stake in Vodafone India, it had said it expected to get 17-20 per cent return on its investment. Apart from Piramal, Analjit Singh holds 6.2 per cent in the company while IDFC and other individual investors own the remaining 18.8 per cent.

Vodafone’s application to buy out its Indian subsidiary’ partners has come within two months of the government allowing 100 per cent foreign ownership in an Indian telecom company. It is the second foreign telco seeking permission to do so, after Singapore’s SingTel recently received FIPB’s approval to buy Bharti Airtel’s 9.9 per cent stake in a joint venture for international long distance calls.

Earlier, in its 2012 annual report, Vodafone Plc had said it would pay Piramal Enterprises between Rs 7,000 crore and Rs 8,300 crore for its 11 per cent stake if the latter was not given an exit through an initial public offering between August 18, 2013, and February 8, 2014, or if Piramal chose not to participate in an exit through IPO.

According to the annual report, the company had benchmarked the valuation of its Indian entity between Rs 63,636 crore and Rs 75,454 crore. Compared to this valuation, the current value is 55-62 per cent lower.

“The value Vodafone has shown today is not justified. It could have been based on the company’s individual agreements with the investors at the time of their investments. Also, the previous valuations could have included the expected return from the 3G business, which did not actually come,” said a partner with a Gurgaon-headquartered management consulting firm. “How can Vodafone be valued at this price when Idea Cellular is valued at Rs 10 billion (about Rs 61,455 crore at Tuesday’s conversion rate),” he asked.

Industry experts attribute the erosion in valuation to Vodafone’s low 3G subscriber base. According to PhilipCapital India, in 2012-13, Vodafone India was fourth among operators in 3G user base (with 3.3 million users), while Bharti Airtel had 6.4 million and Reliance Communications (RCom) 7.2 million 3G users.

Prashant Singhal, telecom expert at Ernst & Young said: “This (Vodafone’s proposal) will improve the market sentiment in general — not for its valuation, but due to foreign investments coming in the sector.”

Confirming the move, a spokesperson for Vodafone Plc said: “We have always said we would like to increase our holding in the business and this further investment demonstrates Vodafone’s long-term commitment to India. The total inflow of foreign investment into India as a result of the proposed transactions will be approximately Rs 10,141 crore.”

When contacted, Ajay Piramal said: “I am confirming that we are getting our returns, but I will not be able to share any more information than that.” He refused to comment more on the issue.

Some analysts say the valuations are very conservative and hint at transfer-pricing issues. “The valuation is, in fact, much lower than conservative estimates. This low valuation might open a Pandora’s box, as it is too good to be true,” said Alok Shende, principal consultant and co-founder, Ascentius Consulting.

But Supreme Court advocate and tax expert H P Ranina says: “I don’t think there will be an issue with this, as they are not related parties and there is no associated person. According to the income-tax laws, if there is no associated person, transfer-pricing rules do not apply, he adds.

Kunal Bajaj, an independent analyst, says: “Vodafone is a private company and the owner of the shares can sell it at a valuation it wants.”

The British telco also announced that it would consider providing additional funding to Vodafone India by subscribing to equity shares of the Indian entity, after it had got 100 per cent equity control. “Looking ahead, Vodafone will continue to invest in India to bring the benefits of mobile communications and financial inclusion to more people across the country,” the spokesperson said, declining to give further details.