Sebi tweaks guidelines for processing of draft schemes filed with exchanges, BFSI News, ET BFSI

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New Delhi: Sebi on Thursday clarified on guidelines for processing of draft schemes pertaining to mergers and demergers filed by listed companies with the stock exchanges. Under the rule, listed entities desirous of undertaking a scheme of arrangement are required to submit certain documents to the exchanges.

Listed entities will be required to submit no objection certificate (NOC) from the lending scheduled commercial banks/financial institutions as well as debenture trustees, Sebi said in circular issued on Thursday.

This circular is an addendum to the one issued on Tuesday.

On Tuesday, the regulator said that such entities will be required to submit NOC from the lending scheduled commercial banks or financial institutions.

Apart from this, the listed entities are required to submit certain documents to the exchange, which includes a valuation report.

As per the revised guidelines, this report needs to be accompanied by an undertaking from the listed entity, stating that no material event impacting the valuation has occurred during the intervening period of filing the scheme documents with exchange and period under consideration for valuation.

“These amendments are aimed at ensuring that the recognised stock exchanges refer draft schemes to Sebi only upon being fully convinced that the listed entity is in compliance with Sebi Act, Rules, Regulations and circulars,” Sebi said.

Besides, the entities need to submit a declaration on any past defaults of listed debt obligations of the entities forming part of the scheme.

“The fractional entitlements, if any, shall be aggregated and held by the trust, nominated by the Board in that behalf, who shall sell such shares in the market at such price, within a period of 90 days from the date of allotment of shares, as per the draft scheme submitted to Sebi,” the regulator noted.

The listed company has to submit a report from its audit committee and the independent directors certifying that the listed entity has compensated the eligible shareholders.

Both the reports will be submitted within 7 days of compensating the shareholders. Sebi has also asked the exchange to ensure compliance with the guidelines and the non-compliance, if any, has to be submitted to the regulator on a quarterly basis.

Any misstatement or furnishing of false information will make the listed entity liable for punitive action. The guidelines will be applicable for all the schemes filed with the stock exchanges from the date of the circular.

There are certain requirements that need to be fulfilled before the scheme of arrangement is submitted for sanction by the National Company Law Tribunal. This includes that listed entities choose one of the stock exchanges having nationwide trading terminals as the designated stock exchange to coordinate with Sebi.

Scheme of arrangement is a court-approved agreement between a company and its shareholders or creditors.



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Investors decode crypto’s massive slump, BFSI News, ET BFSI

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Bitcoin has rewarded investors with massive gains all year, but now the cryptocurrency’s famous volatility is back.

The token plunged below $50,000 in Friday trading for its worst week in almost two months as a proposed tax hike for wealthy Americans intensifies an industry selloff.

While the digital token is known for its big price swings, this latest bout has been particularly head-spinning after the all-time high notched on April 14.

Still, talk to investors and analysts and many will say it was a long time coming — with last week’s rally in the satirical Dogecoin and the eye-watering valuation for Coinbase Global Inc. clear signs of market froth.

Here’s what market players are saying about the crypto slump. Comments have been edited and condensed.

Ulrik Lykke, executive director at crypto hedge fund ARK36
“Throughout April, the markets have been slightly overheated due to a large number of margin and leveraged traders. This caused a runup and the correction was only to be expected. In addition, traders’ anxiety and the overall emotional nature of the crypto markets also may have played a role.

“Notably, though, the price of Bitcoin fell only 25% from the recent all-time high and there are reasons to believe the overall trend will remain bullish unless the price drops below $40,000.”

Felix Dian, founder of crypto investment fund MVPQ Capital
“Looking at the previous bull cycle (2016/17), there have been quite a few occurrences when Bitcoin loses momentum and dips below the 100-day moving average. This one was overdue.

“We are actually seeing record subscriptions into our fund this month, from institutional family offices, with many willing to use this as an opportunity to add. Ultimately, strong hands buying will meet the lack of available liquid supply of Bitcoin, triggering a squeeze and further down the road a new retail FOMO wave.”

Jeffrey Halley, senior market analyst for Asia Pacific at OANDA
“The threat of regulation, either directly in developed markets or indirectly via the taxman, has always been crypto’s Achilles’s heel.

“Hopefully, we will hear as many ‘experts’ saying this is a sign of Bitcoin becoming a ‘maturing mainstream asset’ if it falls 10% this weekend, as we do when it rises, or a crypto-exchange chooses to IPO. In the meantime, don’t hate me for being bearish Bitcoin in the near term.”

Nikolaos Panitgirtzoglou, strategist at JPMorgan Chase & Co
“Institutional demand has indeed slowed. I’m not sure what could trigger a re-acceleration of institutional demand. You either need a big announcement like Tesla or simply a correction and clearing of retail froth to incentivise institutional investors to re-enter the market.”

Philip Gradwell, chief economist of Chainalysis, a crypto reasearch firm
“The Coinbase listing was the end of the beginning for crypto. So what do such price movements in the first week of a new phase mean? To be honest, I don’t think they mean that much.

“Prices are still historically high and the fall over the weekend appears to have been a fairly standard reversal after peak prices, which was magnified by three factors. First, the liquidation of a record number of leveraged bets. Second, there had been a build up of Bitcoin on exchanges, which is typical when people are waiting to see if the price will continue to rise or reverse. When it reversed these holders likely rapidly sold. Third, all of this happened in an illiquid weekend market that appeared to have relatively few buyers.”



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What you need to know about the Nifty PE change

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Whether the Indian stock market is in the midst of a bubble or in the midst of a strong bull run is the subject of furious debate today. One number that crops up often in such debates is the Nifty 50’s Price-Earnings (PE) ratio. Seasoned investors and professional fund managers often use the Nifty 50’s PE number to quickly gauge if markets are expensive or cheap. But the National Stock Exchange recently announced a change to the Nifty PE calculation that promises to reduce the index PE. Here’s how this will affect your investing decisions.

I read that Nifty PE will drop from 40 times to about 35 times on March 31, 2021. Does this mean Indian markets will become more attractive to buy?

This change in the Nifty50’s official PE ratio is due to a change in the method that the NSE uses to calculate this number. So far, the NSE has been calculating the Nifty PE ratio based on standalone earnings of the 50 companies that make up the index for the trailing four quarters.

Now, it plans to use consolidated earnings. According to Bloomberg, the standalone earnings of Nifty companies for the 12 months ended December 31, 2020 was about ₹371. When you divide the Nifty50 index value of 14,957 by this number, you get a PE of 40.3 times.

But Bloomberg puts the consolidated earnings of the Nifty firms at ₹420 for the same period. With this number, the Nifty PE ratio would fall to 35.6 times.

Now, this change does not make the Nifty50 more or less attractive because only the method of calculation has changed.

Had NSE used the consolidated PE all along, it would have been in the 35 range even now.

But we’ve gotten by with the standalone earnings for so long. Why this change now?

Because this is a more accurate representation of the true profitability and valuation of Nifty companies. Standalone earnings of a company reflect only the profits made by it alone, without considering the operations of its subsidiaries.

A decade ago, companies making up Nifty did not really have too many subsidiaries that made a material contribution to their profits. But this has substantially changed in the last decade, with many companies making large overseas acquisitions, and banking companies diversifying into new lines of business such as insurance and mutual funds.

These subsidiaries today make very material contributions to the parent’s performance. This has made it imperative for investors to track the consolidated earnings of Nifty firms more than their standalone earnings.

Today, Bloomberg data tells us that the consolidated earnings of Nifty are about 16 per cent higher than the parent’s earnings. In the last 10 years on the average, Nifty’s consolidated earnings have been 14 per cent higher than the standalone earnings.

What decides the gap between consolidated and standalone earnings?

Given that the global subsidiaries of Indian Nifty firms account for much of this gap, Nifty’s consolidated earnings are likely to be much higher than standalone earnings when the global economy does better than the India.

Now that we have a new PE calculation, how will we know if the index is expensive or cheap based on history?

If we average the monthly PE for the Nifty50 over the last 10 years using time series data from Bloomberg, the average based on standalone earnings is about 23 times. Using consolidated earnings reduces the long-term average PE to about 20 times. This may be the new benchmark against which you should measure the Nifty PE (after March 31) to gauge whether it is expensive or cheap.

Useful, but can we know the Nifty PE levels at which previous bull markets topped out? And where did it find bottom?

The dotcom bubble popped when the Nifty PE hit 26.5 times at an index value of 1,662 points on January 10, 2000. At that time, there wasn’t much of a difference between the Nifty’s standalone and consolidated earnings. The more recent infrastructure, real estate powered bull market from 2003 to 2008 topped out when Nifty50 hit 6,357 points. At this index level, Nifty’s official PE based on standalone earnings was 26.5 times. But reworking it based on consolidated earnings leads to a PE of 23.3 times.

After the dotcom crash, the Nifty bottomed out at about 850 points at an PE of 12.3 times – both consolidated and standalone. In the meltdown induced by the global financial crisis, the Nifty wasat about 2,500. The official Nifty PE based on standalone earnings was then at 10.7 times, but based on consolidated earnings it was at just 9.2 times. Broadly, therefore, history suggests that you should be wary of market valuations when the Nifty consolidated PE exceeds 22 and look for bear markets to end when the PE hovers in the broad range of 10-13 times.

Are we to infer that the market remains quite expensive, irrespective of whether we use consolidated or standalone earnings?

Yes. The Nifty PE would need to fall to the 20-22 times before you can deem valuations normal. Purely relying on arithmetic, this can happen in two ways. If Nifty earnings remain unchanged as of today (₹420), the index would need to correct to 9,240 levels to moderate the Nifty PE to 22 times. Alternatively, if the index were to stay put at 15,000 levels, Nifty earnings would need to bounce back to ₹680 levels on a consolidated basis to moderate the PE. Both metrics can also meet somewhere in-between.

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BharatPe raises $108 million in Series D equity round

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BharatPe on Thursday announced that it has raised $108 million in a Series D equity round, at a valuation of $900 million.

“It has raised $90 million in primary fund raise and also ensured secondary exit for its angel investors and employees for a total amount of $18 million,” it said in a statement.

BharatPe bullish about growth prospects

The round was led by the company’s existing investor Coatue Management. All seven existing institutional investors participated in the round — Ribbit Capital, Insight Partners, Steadview Capital, Beenext, Amplo and Sequoia Capital.

BharatPe, third-largest player in UPI payment acceptance space

“With this round, the company has raised a total of $268 million in equity and debt till date,” it further said.

Loan book of $700 million

Ashneer Grover, Co-Founder and CEO, BharatPe, said, “With the balance sheet well-capitalised, we are now going to keep our heads down and deliver $30 billion TPV and build a loan book of $700 million with small merchants by March 2023.”

Last month, BharatPe had announced that it had raised ₹249 crore ($35 million) in debt from three venture debt providers — Alteria Capital, InnoVen Capital and Trifecta Capital.

This included raising ₹50 crore in debt from Trifecta Capital, ₹90 crore in debt from Alteria Capital, ₹60 crore from InnoVen Capital, and ₹49 crore from ICICI Bank.

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Valuations out of comfort zone: What you should do now

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A famous law in economics — Stein’s Law– states, “If something cannot go on for ever, it will stop”.

With the Sensex touching the 50,000 mark last week, one thing on every one’s mind is this – will the exuberance continue or will the markets succumb to Stein’s law? In this column we analyse two metrics that investors can keep track of to judge the market situation.

Buffet Indicator

In an interview in 2001, legendary investor Warren Buffet noted that the single best measure of where valuations stand at any moment was the ratio of market capitalisation of all listed securities as a percentage of GNP. This has subsequently become famous as the Buffet Indicator. Since in many cases there is no significant difference between GNP and GDP, the market capitalisation by GDP is more commonly used.

According to Buffet, in the context of US economy, if the percentage relationship falls to the 70-80 per cent levels it’s good time to buy. If the ratio approaches 200 per cent as it did in 1999-2000 during the dotcom bubble, investors were ‘playing with fire’.

Of course, it was playing with fire as those who remained invested in the benchmark Nasdaq index at those levels of market cap-to-GDP, saw 77 per cent of their investment value burnt from the peak of the bubble in March 2000 to its bottom in October 2002.

Right now the market capitalisation-to-GDP in the US is around 190 per cent — right in the ‘playing with fire’ zone. Given that financial events in the US always impact the rest of the world, this poses risk for stock markets across the world. .

Where does India fare in this metric? India’s current market cap-to-GDP is around 100 per cent now. While this might appear lower than the ratio in US, we need to see this in the context of our economy and history.

Our market cap-to-GDP peaked at around 149 per cent in December 2007, and the Nifty 50 index fell 60 per cent from those levels by March 2009, falling back to a ratio of a little above 60 per cent of the annual GDP at that time. Since then, the highest we have reached is 105 times in 2017 Given our history, the Buffet Indicator for India is signalling over valuation. Every time it has crossed the 80 to 90 per cent levels, markets have either crashed or atleast underperfomed risk free options. While it might be lower than the ratio in the US, one needs to factor in that we have an unorganised sector that makes up 50 per cent of the GDP and our corporate profits to GDP ratio is about half the levels prevailing in the US.

Trailing PE ratio

Historically, Indian markets have always cracked or underperfomed sooner or later after benchmark Nifty50 index nears/crosses trailing PE of around 24 times. In the peak of the Y2K/dotcom bubble, it traded up to a PE of 29 times in February 2000. From the peak level of 1,756 then, the Nifty 50 corrected by around 50 per cent as the bubble burst and unwound.

In the housing bubble driven bull market of 2007-08, it traded up to a PE of 24 times in January 2008 and subsequently the index witnessed wealth destruction of around 60 per cent as the entire world faced consequences of the sub-prime crisis created by the housing bubble. Currently, the trailing PE of Nifty 50 is at a historical high and mind boggling 36 times. Even if one were to be very generous and take an EPS 20 per cent higher (closer to FY20 consensus EPS estimates prior to covid-disruption) to adjust for Covid impact on earnings, it trades at around 29 times – levels from which it crashed in 2000.

While in general the logic is that markets look to the future and one should look at forward PE, trailing PE has been historically a good indicator from an index level. The reasons being forward earnings is built more on expectations which may or may not pan out, and the other reason being forward earnings cannot be disconnected from trailing earnings. While there might be individual cases of earnings differing vastly from trailing levels, at an aggregate or index level it is usually not the case.

Historically, trading at over stretched PE ratios has had severe consequences. For example, the main index in China SSE Composite traded up to a PE of over 40 times in 2007 as equity mania rose to historic proportions there. This culminated in a correction of more than 70 per cent. Despite robust economic growth since then, the index is still 40 per cent below its peak of 2007, nearly 14 years later. It trades at humbling PE of around 18 times today.

What this means to you

While market pundits and fund managers you watch on TV might justify these valuations by pointing to record low interest rates, they are sharing only half the truth.

The other part which is not explicitly explained is that interest rates are low because economic growth is low. Low growth will result in low earnings growth. In the long term stock markets have always been a function of earnings growth and interest rates. They are likely to perform worst when interest rates are high and earnings growth is low. They perform best when interest rates are low and earnings growth is high. Hence the current scenario where interest rates and earnings growth are low is not a case for all time high valuations.

Whether it is the Buffet Indicator or the PE ratio, the indications clearly are that Indian markets are in over-heated territory. That means it is time for you to be prudent in your equity allocation, plan for the long-term and not follow the herd for quick profits. As the famous quote from ‘The Dark Knight’ goes – ‘You either die a hero or live long enough to become the villain’. Bull markets usually choose the latter. One must invest wisely to not get trapped by the villain.

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