Date: July 20, 2020,
- Requesting explanation for zero dividend payout despite extremely strong balance sheet
- Asking why company persists with a structure that causes double taxation for shareholders
- Seeking to understand purpose of listing with almost 95% of assets in Shree Cement shares
Metrica Partners Pte. Ltd. (“Metrica”) manages investment funds that are among the largest minority shareholders of NBI Industrial Finance Co. Ltd. (“NBI”, NSE: NBIFIN, Bloomberg: NBI IN).
NBI is a Shree Cement (“Shree”, NSE: SHREECEM, Bloomberg: SRCM IN) group company and shares its headquarters with Shree. According to Metrica’s research, almost 95% of NBI’s assets are represented by its holding in Shree and NBI has no debt.
NBI’s 2019 annual report outlines NBI’s commitment to “good corporate governance” and “transparency and efficiency”. And yet NBI’s share price has consistently traded at less than one-fifth of the value of its holdings in Shree and other investments, according to Metrica’s analysis.
Metrica seeks to clarify and confirm several aspects of NBI’s business which it believes may be responsible for the depressed valuation.
Metrica has therefore today sent a letter to the board of NBI with the following questions:
- Why does NBI justify its zero dividend payout via a need to “conserve resources”, given the extremely strong balance sheet and earnings?
- Given the abolition of Dividend Distribution Tax from this fiscal year, will the company commit to paying out all future dividends received from its investments, given that to do otherwise will incur unnecessary taxes?
- How does NBI propose to address the double-taxation of long-term capital gains which is inherent in its current structure?
- What measures does NBI propose to address the share price’s significant discount to the value of its assets?
- What is the purpose of maintaining the company’s listing on the public markets given that almost 95% of its assets are in Shree Cement shares, which almost every investor would be better off owning directly?
While Metrica is sensitive to the impact of the Covid-19 pandemic on Indian businesses and workers, Metrica believes that sound corporate governance is a critical requirement for companies to navigate the current crisis.
As such, Metrica is posing these questions in a constructive spirit and looks forward to engaging further with NBI to preserve and enhance value for all of NBI’s shareholders.
The full text of the letter can be viewed at https://nbi-shareholders.com
Metrica invites NBI shareholders and other interested parties to visit the above site and to join the distribution list for updates.
Metrica Partners Pte. Ltd. is a Singapore-based investment manager founded in 2016 by Damian L. Edwards and David Mulvenna. Investors in Metrica’s funds include global institutions, family offices, high net worth individuals and its employees. Metrica promotes good corporate governance and works with its portfolio companies to enhance shareholder value. More information is available at https://metricapartners.com.
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