Reliance Power does not make any bones about the fact that it hasnt produced a megawatt of electricity, the main object of its business. Yet it has announced a bonus issue of three shares for every five held by non-promoters.
To be sure, the company is perfectly on a strong legal wicket because the Companies Act maintains a studied silence on the issue of reward to equity shareholders except that it permits bonus issue whereas the norm is cash dividend. It also speaks of dividend only after providing for depreciation. The provisions relating to securities premium do permit capitalisation of such premium and, hence, bonus shares can be issued out of share premium.
The act of self-abnegation on the part of the Reliance Power promoters in declining the bonus entitlement may also pass legal muster given the fact that the law has implicitly left the question of reward to shareholders to be decided largely by the Articles of the company. Despite being on the right side of the law, the issue does raise some pertinent questions that must be pondered and not brushed under the carpet.
Safety net mechanism
The post-haste announcement of bonus hot on the heels of the cold reception given to Reliance Power by the secondary market is a tacit admission of premium overkill in the IPO. To put things in perspective, let us take a look at the numbers. Post bonus, for a retail investor who was charged Rs 430 per share with a face value of Rs 10, the average cost would be Rs 268.75 per share given the fact that cost of five shares Rs 2,150 now gets spread to eight shares. But then this extraordinary gesture to the shareholders leaves the promoters with minor bruises. It is no big deal to give back what evidently belongs to the shareholders.
The company would have covered itself with glory had it volunteered to adopt the voluntary safety net mechanism pursuant to which any retail investor can sell up to a maximum of one thousand shares to the promoters in case the market price during the six months following the IPO dips below the offer price.
That it has not and instead opted for the easier course is a cause for concern given the possibility of encore by other companies with vaulting ambitions in going for overkill in the matter of premium in IPOs.
Bonus sans profit
Furthermore, bonus is a statement of financial strength built on the back of good performance. It is ploughing back of profits by a company with growth potential.
It is also resorted to by companies that are cash-strapped despite enjoying good profits. And it becomes almost inevitable when a company builds reserves that are many times more than the share capital which is the case with our oil majors, thus lending legitimacy to the recent muted demand of the government, the largest shareholders in these companies, for bonus shares.
The short point is bonus is a reward given by companies that have performed well as evidenced by the burgeoning reserves. Reliance Power perhaps has set a record of sorts by proposing to issue bonus sans a single rupee of operational profits. Having said this one must hasten to add that the law is on the side of the company.
S. Murlidharan (The author is a Delhi-based chartered accountant.)