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The author was
chief economist at CII, and
is now founder of CERG
Advisory, a corporate consulting
and economic advisory company.
He can be reached at
omkar.goswami@cergindia.com.
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Public sector mergers are the talk of the town.
If newspapers are to be believed, the IDBI-IFCI
merger is a done deal; we should expect a series
of big-time mergers to create four to five mega-sized
public sector banks; the MTNL-BSNL merger is about
to happen; and soon, we will see a merged public
sector oil giant. Ministries as varied as finance,
petroleum and telecommunications are united in
using the argument of scale economies to root
for merging PSEs under their bailiwick. It all
seems to be forward thinking, size-oriented heady
stuff. But are they necessarily going to be good
for competition, consumers and the economy?
Let us look at the proposed IDBI-IFCI merger.
Given the terrible state of IFCI, everyone privately
agrees that the best option would have been to
liquidate it. However, it can't be done politically.
For one, there is the 'wisdom' that India still
needs development finance institutions (DFIs),
which has become even more pervasive under the
present political dispensation. A careful debate
ought to demonstrate that in a world of debt swaps,
the distinction between long-term finance to invest
in fixed capital (hitherto the domain of DFIs)
and shorter-term finance for working capital is
specious. Banks can, and have lent oodles of money
for plant and equipment at significantly lower
interest than DFIs. With securitised debt swaps,
there need be no such thing as tenor mismatch
between liabilities and assets. But as is often
the case, 'wisdom' prevails over logic. Secondly,
IFCI has a huge liability in terms of its public
bonds, much of which is held by employee provident
funds. So, liquidating IFCI entails a severe haircut
for bondholders, and the government can ignore
this only at its peril.
Therefore, we are perforce opting for a poor second-best
solution where a fairly distressed IDBI is being
persuaded to merge with IFCI. Naturally, if the
government wants to mitigate IDBI's balance sheet
costs of this merger, it would have to provide
some serious tax and deferred payment sweeteners.
These would eventually come out of the exchequer
and comprise a dead-weight loss. Moreover, IDBI
will have to oversee the workings of a demoralised
institution, which will stretch its management
bandwidth to the hilt. I wonder if these costs
have been taken into account.
"That's a bad example," you might say.
"Everyone knows why IDBI is being persuaded
to merge with IFCI." Fair enough. Take, instead,
the proposed MTNL-BSNL merger. What is the logic
of that? If, under the pressure of private sector
competition, MTNL is finding it difficult to expand
its footprint and high-value services in Delhi
and Mumbai, it should focus on its operations,
garner additional capital and do all that is needed
to regain market presence. Why should one expect
that MTNL's merger with a heavily-protected, public
sector telecom juggernaut called BSNL solve its
problems? And how will telecom consumers be better
off by it?
Let me end by stating a few obvious things. First,
international experience shows that four out of
five mergers fail because of wrong assumptions,
overstretched balance sheets, relatively high
cost of acquisition and, most important, inadequate
post-merger organisational integration. Second,
shotgun mergers between two PSEs are unlikely
to create mega-efficient corporations. Each will
carry organisational inefficiencies, and the additional
costs will most likely overshadow synergies. Third,
in high entry barrier, monopolistic industries
like oil, mergers could be inimical to consumer
interests, which is why major mergers abroad must
be scrutinised by a country's competition commission.
Fourth, mergers per se are no panacea.
That doesn't mean that PSEs should shun mergers.
Let that choice rest on the management of these
companies; let them use data to convince their
independent boards; let it be approved or rejected
on merit, and without huge tax sops; and let ministries
not decide what's good for their corporate wards.
Mergers aren't tea parties. Let's approach them
carefully.
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