A familiar ring

The sale of VSNL's controlling shares to the Tata Group in 2002 at a fraction of their actual price had shades of the 2G spectrum scam.

THE government going out of its way, in fact bending over backwards, to please a corporate house is nothing new in the telecom sector. Much before the 2G controversy, a similar game was played out in the telecom sector in 2001-02 when the then profitable Videsh Sanchar Nigam Limited (VSNL) was disinvested and handed over to the Tata Group through a transfer of 25 per cent stake at a fraction of its actual price. The Bharatiya Janata Party (BJP), which now sounds so anguished at the loot of public money, was the party ruling at the Centre then.

The VSNL, in which the Government of India owned 53 per cent share, was a cash-rich company. It had a cash reserve and surplus to the tune of Rs.6,000 crore and had made a profit of Rs.800 crore over the paid-up capital of Rs.285 crore in the year ending 2000, prior to its disinvestment. It had enjoyed the monopoly of all long-distance calls then and was also the leading Internet service provider in the country with more than half a million subscribers. Why was it disinvested? The National Democratic Alliance (NDA) government argued that it was necessary to infuse new capital into the company, bring in new technology and revamp the management.

Industry experts, however, pointed out that the company was doing well on all these three counts. It had high bankability, with a very high credit rating, and could have easily raised capital from financial institutions. Technology, as always, is not a domain for the service provider; it buys equipment and services from the market. The VSNL availed itself of the best available equipment and consultants at that time and had an efficient management. Even in the highly competitive Internet segment, it was far ahead of the private players even though it had the licence to operate in only six cities unlike the private players, who were given all-India licences.

Prabir Purkayastha, an industry expert, said that the decision to disinvest VSNL reflected an ideological proposition that the government should not be in the telecom business. According to him, by disinvesting VSNL, the NDA government not only compromised the national interest (telecom is a strategic sector and even the United States does not allow foreign players in this area), but also showed scant business sense: the company was a well-run entity, making profits and providing good services.

The Left parties protested against the move and the issue was raised in parliamentary debates. The Left parties said that the sale of cash-rich public sector units amounted to selling the family silver to pay the grocer's bill and that the government was selling assets to meet its growing budget deficit and to please a few.

Also, the price at which VSNL shares were sold was ridiculously low. The Tata Group was handed over 25 per cent of the company's shares for a mere Rs.3,000 crore. VSNL then had a market capitalisation of about Rs.10,000 crore and if its other assets, including land and property, were to be taken into account, this was certain to go up to Rs.20,000 crore, even by modest estimations. So the Tata Group should have paid a minimum of Rs.5,000 crore to get the controlling shares.

The Tata Group utilised the deal to expand the services of its telecom company, Tata Teleservices. The Internet segment was totally neglected, with the result that VSNL has fallen far behind the private players in this area, says Dipankar Mukherji, a leader of the Centre of Indian Trade Unions (CITU) who was then a Rajya Sabha member. He raised the issue in the Rajya Sabha through a calling attention motion in the monsoon session of Parliament in 2002.

CAG strictures

The Comptroller and Auditor General (CAG) also raised serious objections to the deal. The CAG's 2006 report, while questioning many procedures in the transaction, said that crucial decisions having serious financial implications had been taken after inviting Expression of Interest (EoI) from prospective bidders. It said that the EoI for the selection of strategic partners was called on February 19, 2001, and financial bids for acquiring 25 per cent stake in VSNL were received on February 1, 2002.

Initially, one of the conditions was that the prospective strategic partners should furnish an earnest money deposit of Rs.500 crore in cash along with the financial bid. This was changed later from Rs.500 crore in cash to Rs.250 crore in the form of irrevocable bank guarantee. This was further reduced to Rs.100 crore, as per a note of the Ministry on February 2, 2002, that is, after the final financial bids had been received.

The CAG also pointed out that the decision to indemnify the strategic partner to the extent of 25 per cent of the total tax liability subject to a maximum of Rs.150 crore payable by the disinvested PSU, if certain deductions claimed by the latter under Section 80 (1A) of the Income Tax Act were not finally allowed, was taken only on January 17, 2002, after the EoIs had been submitted almost a year earlier.

The Ministry's explanation for the delay of both these decisions was not found to be satisfactory by the CAG. In fact, the government approved both these decisions on February 5, 2002, after the disinvestment of VSNL on February 2, 2002. The CAG has noted that if the government had taken both these decisions before the disinvestment, it would have not only instilled more transparency into the process but fetched a better price.

The decision conferring the most favoured customer status to VSNL by Mahanagar Telephone Nigam Limited (MTNL) and Bharat Sanchar Nigam Limited (BSNL) for routing international long-distance calls by the latter through VSNL at market rates for a period of two years after the transfer of management control to the strategic partner was communicated by the Department of Telecommunications to VSNL on January 29, 2002, which was two days before the receipt of the financial bids. The CAG pointed out that the most favoured customer status to VSNL was awarded only after the bid was finalised in favour of the Tata Group.

The CAG report says the Ministry of Disinvestment was aware that if a clarification was issued to the effect that the two sister PSUs, namely BSNL and MTNL, were directed to route their international calls through VSNL at least for some length of time after disinvestment, it would make the offer more attractive. But the Ministry of Disinvestment took the decision only on December 23, 2001, though the EoIs for the selection of strategic partners had been invited and closed in February 2001.

The Ministry of Finance could not explain the delay when asked by the CAG. One cannot help noticing the similarity with the procedural irregularities that are now being talked about in the 2G spectrum scam.

Another procedural irregularity pointed out by the CAG was the withdrawal of the contingent liability of Rs.1,402.80 crore on VSNL just a day before the bid was opened. There was a dispute between VSNL and the Income Tax Department about the deduction of Rs.1,402.80 crore. VSNL claimed it as deductible expenditure under Sec 37 of the Income Tax Act. The Income Tax Appellate Tribunal passed an order in favour of VSNL, against which the IT Department had appealed in the High Court, and it was only on January 30, 2002, that the Department of Revenue agreed to withdraw the case.

The Ministry of Disinvestment conveyed this to the prospective bidders only on January 31, 2002, the day before the financial bids were to be opened, February 1. The CAG pointed out that if this had been done earlier and the bidders had been informed before the submission of their bids, it would have attracted much better offers. All the more so since the amount of contingent liability was almost as much as the price at which the company was finally sold to the Tata Group.

Another major irregularity pointed out by the CAG was the deliberate delay in demerging identified surplus land. The CAG pointed out that 773.13 acres (one acre is 0.4 hectare) of land belonging to VSNL had been declared surplus 10 days before the receipt of financial bids and the cost of this land was not added to the valuation exercise to estimate the value of VSNL. The explanations given by various Ministries were not found to be satisfactory by the CAG.

Explaining the lack of popular outcry against such serious irregularities on a deal that sounds as scandalous as the 2G scam, Purkayastha said that in those early days the telecom sector had just begun to evolve and the implications of the deviations were not yet very clear.

But, he said, one thing was clear even at that time: there was a clear corporate war and the government of the day was bending over backwards to woo two powerful corporate houses, the Tatas and the Ambanis. If the Tatas were handed over the cash-rich VSNL on a platter, the Ambanis were handed over the equally profitable Indian Petrochemicals Limited (IPCL), which gave them certain monopolistic powers in the petrochemical sector. It was a Tata versus Ambani fight, and the government was trying to placate both, he said. According to him, the VSNL deal was a sweetheart deal in the sense that it was almost a negotiated privatisation with a total lack of transparency.

Cherry on the cake

How did the Tata Group benefit from this? Barely three months after taking control of VSNL, it siphoned off Rs.1,200 crore from VSNL's cash reserve to fund the expansion of Tata Teleservices. This became a big bone of contention between the then Communications Minister Pramod Mahajan and Disinvestment Minister Arun Shourie, but the Tata Group succeeded in doing what it wanted.

Since then, the Tata Group has leveraged the huge resources available with VSNL to expand its telecom company's operations at the cost of VSNL whose primacy in the long-distance call services and Internet services has been seriously compromised, Purkayastha said.

The Tata Group also benefitted by acquiring cross-over licences: it acquired licences to operate in both CDMA and GSM segments without any additional financial burden. According to industry experts, the telecom business is the Tata Group's main priority, and so VSNL has been relegated to the sidelines with the result that the necessary investment to improve infrastructure at the back end is not happening.

This should be obvious to anyone using Internet services or long-distance call services. Private players in the long-distance segment and in Internet services have overtaken VSNL. The broadband services offered by VSNL remain one of the costliest in the world and the quality leaves much to be desired.

The Tata group is least interested in improving the Internet services. Their main priority is mobile telephony, with the result that Net access to common people, which VSNL was aspiring for, remains one of the lowest in the world, said Purkayastha.

It was a deal we call cherry picking. VSNL was like a cherry which was handed over to the Tata Group, and how does it matter now how that cherry tastes? With such massive growth in the telecom sector, there cannot be any comparison between the private players now in the field and VSNL, which once was a master in this domain. Even if the company is showing good results, how does it matter because we know its quality has gone down, said Dipanker Mukherji.

In hindsight it does appear that the BJP, which is making such a song and dance about the 2G or Antrix controversy, is an equal partner in the crime. It was the NDA government that set the ball rolling. The United Progressive Alliance (UPA) is only following in its footsteps.