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Showing loyalty with royalty

Since the rules were eased in 2008, many MNCs have squeezed local arms, leaving little for small investors

Sudipto Dey & N Sundaresha Subramanian  |  New Delhi 

Royalty payments by the Indian arms of multinational corporations have spurted after a three year-old central government move waiving restrictions in this regard, eventually hurting minority investors.

A Business Standard analysis of 75 BSE 500 paying royalty in 2011-12 showed these payments to the parents have trebled over four years. In comparison, between FY2008 and FY2012, sales grew 79.6 per cent and net profits of this universe showed cumulative growth of 31.2 per cent.

A higher royalty payout hits the bottom line of local subsidiaries, affecting their ability to pay dividend to shareholders. While a dividend payout will benefit all shareholders uniformly, royalty and such other fees enrich the controlling shareholders at the expense of others.

PAYMENTS TO PARENTS
75 BSE 500 firms paid royalty
In Rs crore FY08 FY12 Growth (%)
Total royalty paid 1,211.42 3,742.20 208.91
Total net profit 8829.21 11,583.08 31.19
Total sales

86405.83

155,175.95 79.59
Source: BS Research Bureau
Key concerns of minority investors:
  • How to quantify the technical knowhow fees offered/royalty paid?
  • Is the use of brand name and trademark actually driving up sales?
  • What impact has the latest knowhow had on margins? 
  • Has the use of latest technology materially reduced expenditure on manufacturing-related costs? 

For FY12, this universe paid a total of Rs 3,742 crore in royalty as against Rs 1,211 crore in FY08. And, the rise was steeper for smaller For example, BASF India paid Rs 30.4 crore against Rs 2.68 crore paid four years earlier. Akzo Nobel’s payments went up over five-fold to Rs 36 crore in FY12 against Rs 6.5 crore paid four years earlier. Neither of these showed comparative increase in sales or profits.

Experts say this sudden spurt is an unintended consequence of a December 2009 missive by the central government to liberalise investments in technology and know-how. In December 2009, through Press Note 8, it had liberalised the payment of foreign technology collaboration and royalty fees under the automatic route (including lump sum payments for transfer of technology, and payment for the use of trademarks and brand names).

A recent note by proxy advisory firm Institutional Investors Advisory Services (IIAS) said, “The unintended consequences of waiving restrictions on royalty payments can be seen from the gradual increase in technical know-how, royalty, consultancy fees, etc, by foreign partners since 2009, without a commensurate increase in either sales or margins.”

An IIAS study shows the top royalty payers also showed a significant spike in payments after this move. The top three companies with the highest royalty remittance of Rs 2,495 crore (Maruti Suzuki, ABB & Nestle India) were remitting Rs 784 crore in 2007-08. While the rose 3.2 times, their revenues went up only 1.8 times. “Further, the margins of two of the three companies have shrunk, suggesting the market does not attribute a similar value either to the technology or the brand,” said IIAS.

It said four of the 25 companies it studied had not paid any dividends in the past five years but had paid royalty of Rs 385 crore since 2007-08 (excluding one-off dividend payments).

Maruti Suzuki has consistently been the highest royalty payout company. The Rs 1,803 crore paid in FY12 accounts for 5.2 per cent of its net sales. In FY08, the company paid only 2.8 per cent of sales (Rs 493 crore) as royalty and other licence fees. The Ebitda (earnings before interest, taxes, depreciation and amortisation) margins have been on a downward trend, from 17.5 per cent in 2008 to 9.6 per cent in 2012.

The mix of companies include automobiles, fat moving consumer goods, engineering and automobile ancillaries. On an average, Indian companies paid about 25 per cent of profit as royalty to foreign sponsors in FY12. ABB and Maruti Suzuki paid a little over 200 per cent and 100 per cent, respectively. Others such as Nestle India, Procter and Gamble, Alstom T&D and BASF India paid royalty to foreign sponsors in the range of 30 to 40 per cent of net profit.

IIAS says, citing data, that in some cases the foreign sponsors don’t seem concerned about the impact royalty payments have on the bottom line of Indian subsidiaries. For instance, Asahi India Glass paid Rs 20.5 crore as royalty though it incurred a loss of Rs 58.7 crore in FY12. “Since the rules have been eased, the multinationals have not behaved responsibly: They have been impatient, constantly pushing up royalty, with little in the performance to justify this increase. The ownership structure goes a long way in explaining why this increase in royalty payments is asymmetric to the increase in sales or margin. The managements that negotiate the royalty arrangements are employed by the company with whom they negotiate. Often, they negotiate with their own bosses. This is not conducive to head butting,” said the IIAS study.

Being commercial arrangements, minority shareholders do not have any say on the terms and conditions of royalty/technology fee payments. IIAS says even the controlling shareholders have not made any active efforts to disclose the rationale for such payments more clearly. “Prior to making such payments, foreign sponsors need to clarify the concerns that minority shareholders often have,” the note said.

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First Published: Fri, December 21 2012. 00:20 IST
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