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CG Power - Sagar Sivakumar - IB2018337
CG Power - Sagar Sivakumar - IB2018337
CG Power - Sagar Sivakumar - IB2018337
Submitted by
IB2018337
Batch: 2020-22
1
Declaration
I declare that the case study entitled “CG Power’s Fraud and the
ramifications” has been entirely prepared based on original research
conducted by me and does not involve plagiarism. It is my own work and
has not already been published or submitted elsewhere.
I further declare that the material obtained from other sources has been
duly acknowledged in the study.
Date: 30/03/2022
Place: Pune
(Signature of the student)
2
Acknowledgement
Date: 30/03/2022
Place: Pune
3
Table of Contents
1. Executive Summary:............................................................................5
2. Introduction:.........................................................................................6
3. Main Content:.......................................................................................9
4. Analysis:.............................................................................................12
5. Learnings:...........................................................................................17
6. Case Solution:....................................................................................18
7. Annexures:.........................................................................................19
8. References:.........................................................................................20
4
1. Executive Summary:
This case study is all about the fraud that had happened at CG Power & Industrial
Solutions Ltd, Mumbai based company. CG Power manufactures, distributes, installs
and services electrical and allied equipment. It is one of the major players in the
electrical equipment industry.
The buzz about the fraud in CG Power started on August 20, 2019 when the
company filled disclosed to the Bombay Stock Exchange and the National Stock
Exchange that its liabilities, advances to linked parties, and net worth had been
understated.
CG Power further stated that the company's and the group's advances to
connected and unrelated parties may have been underestimated by Rs 1,990.36 crore
and Rs 2,806.63 crore, respectively as on March 2018. The board of directors of CG
Power stated that certain assets were reportedly offered as collateral without due
authority, and that CG Power was constituted a co-borrower and/or guarantor for
allowing seemingly unrelated third parties to receive loans without due authority.
This case study summarizes what happened at CG Power, reasons for the fraud &
how it happened, outcome of the fraud and the steps taken by the company after the
fraud is identified. An in-depth analysis has been made by comparing various
financial ratios (liquidity, long-term solvency & other ratios), FCFF of the company
and Dupont analysis has been made between the original stated figures and the
restated figures of financials from the year 2015 to 2019.
The findings shown that many elements of the financials are understated or overstated
in the years 2017, 2018 & 2019. It is also identified that poor corporate governance
mechanism, inappropriate loan authorisation, improper auditing techniques could be
the reasons for not identifying the fraud in time. Finally, an attempt has been made to
provide suggestions or steps a company can take to avoid happening of these types of
frauds.
5
2. Introduction:
CG Power & Industrial Solutions Ltd is an Indian firm that provides goods, services,
and solutions for the management and application of sustainable electrical energy to
utilities, industries, and consumers. It is based in Mumbai and was part of Thapar
group which is one of the oldest family groups of India.
Reasons for growing demand: The growth of the electrical equipment market in
India is being fuelled by an increase in the number of residential and commercial
construction projects. The expansion of India's residential and commercial sectors is
driven by the demand for power, which would in turn drive up demand for cables.
The country's rising middle-class population is causing an increase in demand for
more housing units. The availability of low-cost labour in this country has increased
the country's attractiveness to foreign corporations looking for new markets to enter.
This is incentivizing construction companies to invest in building and infrastructure
development projects.
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Threats: A successful FDI attack on IT systems can result in a grid with an
imbalance between power use and generation. This can cause the grid's frequency to
deviate from its nominal value. An FDI attack causes a frequency shift over the entire
grid, triggering corrective procedures such as disconnecting consumer loads or
generators. Such acts may cause equipment damage, and cascading failures may result
in widespread power outages. As a result, the potential of cyberattacks on the power
industry could stifle the market's expansion throughout the projection period.
ABB Ltd.
Bharat Heavy Electricals Ltd.
CG Power and Industrial Solutions Ltd.
EMCO Ltd.
Fuji Electric Co. Ltd.
Larsen and Toubro Ltd.
Schneider Electric SE
Siemens AG
TD Power Systems Pvt. Ltd.
Toshiba Corp.
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drives, traction electronics, and SCADA. It is based in India and operates globally,
with the Industrial systems division accounting for the majority of its revenue within
India.
Product Portfolio
CG is a top ten transformer manufacturer in the world, and one of the few
companies that designs and manufactures a wide range of Power and Distribution
Transformers, as well as Reactors, from 160kVA to 600MVA, and 11kV to 765kV
Class, in accordance with IEC, ANSI, IS, BS, and other international standards. In
India, Industrial Systems of CG Power has a strong market presence and has the
market leadership position in the majority of segments. It also exports from India and
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has operations in Hungary that serve to international markets. CG is India's largest
manufacturer of Low-Tension motors, delivering a range of motors in both standard
and customised configurations to meet the industry's rigorous specifications. Its
product portfolio includes motors ranging from 20W to 25MW and generators
ranging from 1KVA to 70MVA.
Target Market: CG offers a wide range of products, solutions, and services to fulfil
the needs of the energy, water, infrastructure, railways, telecom, pharmaceutical and
agriculture industries, as well as other industries.
Financial Overview:
Re p o r t e d Re ve n u e & N e t P Ro fi t fo r l as t 5 ye ar s
5355
5007
4356
3169
2525
688
146
86
-1479
200 183.399994
150
100
45.523743
50
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3. Main Content:
About the Fraud: It all started when the company disclosed to the Bombay Stock
Exchange and the National Stock Exchange on August 19, 2019, that its liabilities,
advances to linked parties, and net worth had been understated.
The board of directors further noted that the business's assets were used as security to
allow 'apparently unrelated third parties' to obtain loans that were quickly routed out
of the company.
CG Power further stated that the company's and the group's advances to connected
and unrelated parties may have been underestimated by Rs 1,990.36 crore and Rs
2,806.63 crore, respectively as on March 2018. The board of directors of CG Power
stated that certain assets were reportedly offered as collateral without due authority,
and that CG Power was constituted a co-borrower and/or guarantor for allowing
seemingly unrelated third parties to receive loans without due authority.
The firm and the group could have under-reported liabilities to the tune of about Rs
3,600 crore in the preceding two financial years, according to the conclusions of the
company's risk and audit committee (RAC). The funds were essentially diverted out
of the company.
These transactions appear to have been carried out using a variety of methods,
including improper netting off, the use of ostensibly unrelated third parties, and
transaction routing through subsidiaries, promoter tied companies, and other
connected parties.
The company's industrial land in Nashik and Kanjurmarg was allegedly used
as collateral to allow unrelated parties to obtain loans without proper
authorization.
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On May 12, 2015, Aditya Birla Finance gave Blue Garden Estates Ltd a loan
of Rs 150 crore, along with an advance of the same amount to CG Power and
Industrial Solutions. Between May 13 and May 30, 2016, CG Power and
Industrial Solutions Ltd advanced Rs 145 crore to Avantha Holdings of
Thapar, which then advanced Rs 150 crore to BILT Graphics (a CG Power
group firm).
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SBI, which had a 12.81 percent exposure in the default amount of Rs 2,435
crore, filed a complaint on behalf of a consortium of 11 other lending banks,
including Yes Bank, which had the second biggest exposure of 11.75 percent.
In addition to Thapar, the CBI has charged CG Power and Industrial Solutions,
as well as its former executives, including K N Neelkanth, executive director
and chief financial officer (CFO) Madhav Acharya, director B Hariharan, non-
executive director Omkar Goswami, and CFO Venkatesh VR.
Outcome of fraud:
The market valuation of the company has dropped from over 6,000 crores in
January 2018 to 1,156 crores in August 2019.
Sold the assets of the company that include the Kanjurmarg land in Mumbai
and its CG House headquarters
Borrowed up to Rs 5,000 crore to meet working capital and other business
needs.
Appointed Sudhir Mathur as whole-time executive director and Narayan K
Seshadri as independent director on the board of the company.
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4. Analysis:
Comparison has been made between originally stated financials and restated financial
from 2015 to 2019 among the key ratios.
Quick 2.24 2.21 1.96 1.96 2.00 1.32 1.71 0.73 0.55 0.56
Restated
Restated
Restated
Restated
Original
Original
Original
Original
Original
2015 2016 2017 2018 2019
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400.0% Long-ter m Solvency R ati o's
350.0%
300.0%
250.0%
200.0%
150.0%
100.0%
50.0%
0.0% Restated
Restated
Restated
Restated
Restated
Original
Original
Original
Original
Original
2015 2016 2017 2018 2019
Debt-Equity ratio & Capital-gearing ratio has been in an increasing trend over
the years. However, the capital-gearing ratio has been declined to a drastic
extent in the year 2016.
Increase in D/E ratio clearly indicates a higher risk for the long-term lenders
as it may be difficult for the business to meet the obligation to outsiders.
Increase in capital gearing also indicates the company is majorly dependent on
debt or made more debt obligations.
Proprietary ratio has declined over the years. Decline in proprietary ratio
shows that the lenders are unhappy and the firm is more dependent on external
sources of finance.
Major differences can be seen in D/E ratio (increase) & Proprietary ratio
(decrease) in the year 2017, 2018 & 2019 among original stated & restated
figures.
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Profit % % % %
Differences are found in year 2019 (increase) for Capital gearing ratio among
original stated & restated figures.
0.0%
Restated
Restated
Restated
Restated
Restated
Original
Original
Original
Original
-50.0% Original
2015 2016 2017 2018 2019
-100.0%
-150.0%
-200.0%
-250.0%
All the ratios here had shown a declining trend from 2015 to 2019.
There are drastic differences in all the ratios for the year’s 2018 (increase) &
2019 (decrease).
Decline in ROE, ROA, ROCE & NP clearly indicates that the company’s
profitability position had declined, business is losing efficiency, generating
less profits from shareholders’ investment.
ROE 18.23% 18.23% -26.45% -26.45% 2.96% 2.55% -8.45% -1.98% -56.40% -230.4%
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From Dupont analysis:
There is decline in Profit after tax to sales ratio over the years which indicates
that profitability is decreased.
The Sales to assets ratio also declined over the years which indicates the assets
where not used to the extent.
From leverage point of view, we can say that the company has increased its
assets and reduced the share capital by not using the leverage benefit.
1. CF from Operations -625.76 -625.76 -920.76 -920.76 -733.21 -705.19 446.02 771.15 982.65
2. CF from Investing -8.59 -8.59 735.61 735.61 189.54 -500.46 -592.76 -1052.72 -641.51
3. Deferred tax -44.29 -44.29 -60.13 -60.13 -25.50 -29.22 46.51 -21.75 -39.17
4. Tax Shield on Interest -0.19 -0.19 -1.34 -1.34 -0.73 -15.43 -44.00 170.90 -2.69
(1+2-3-4) FCFF -589.87 -589.87 -123.68 -123.68 -517.44 -1161.00 -149.25 -430.72 383.00
The decline in all the above parameters led to the decline in ROE over the
years. Also, there is drastic difference in original figures & restated figures in
the years 2018 & 2019.
FCFF
1500.00
1000.00
500.00
0.00
Recasted
Recasted
Recasted
Recasted
Recasted
Original
Original
Original
Original
Original
-500.00
2015 2016 2017 2018 2019 2020 2021
-1000.00
-1500.00
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FCFF of the firm has improved from 2015 to 2019.
Differences in FCFF among originally stated & restated figures can be seen in
the years 2017, 2018 & 2019.
5. Learnings:
The case educated me about the essential aspects of corporate governance as well as
the consequences of poor corporate governance. This case study has provided me
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experience in investigating the transparency of a company’s financial
statements
an idea about how companies manage and govern their subsidiaries, as well as
how they handle crisis situations.
6. Case Solution:
Company should have established solid systems, processes, corporate
governance standards to detect these kinds of frauds in right time.
It is also critical to raise employee awareness of areas vulnerable to fraud
through rigorous training processes, and to ensure that frauds are impartially
investigated and fraudsters are penalised in a timely manner.
Decision-making power should not be concentrated in the hands of promoters
or a few top management officials.
Effective internal controls and systems, including IT control and an internal &
statutory audit system.
Having a culture where fraudsters are promptly penalised and a zero-tolerance
policy is in place. Even little deceptions should not be condoned since they
inspire larger deceptions in the future.
Data analytics, artificial intelligence, and other similar tools can be used
extensively to detect early signs of fraud and minimise damage.
Companies can use fraud risk assessment to determine which sectors are
vulnerable to fraud and where gaps exist. After identifying the gaps, firms can
focus on tightening or establishing controls to close the gaps, as well as
implementing a continuous review mechanism to deal with weaknesses, emerging
new risks, and closing gaps. Companies should maintain ongoing surveillance and
a reporting mechanism to top management, such as the CEO, CFO, and others, in
order to detect and respond to these types of frauds immediately.
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7. Annexures:
Original Restated Original Restated Original Restated Original Restated Original Restated
Current Assets 4,896.14 4944.95 4,685.76 4,685.76 5,578.52 4183.19 4,981.17 2717.22 2,473.77 2545.7
Current Liabilities 1,949.88 1998.69 2,179.77 2,179.77 2,412.62 2802.34 2,671.18 3158.92 3,505.70 3587.27
Inventory 523.77 523.77 407.17 407.17 750.76 493.08 414.05 414.05 531.16 531.16
Total Debt 2,703.18 2751.99 2,478.08 2478.08 3,191.84 3,577.84 3,574.73 4,202.18 4,741.77 4,258.85
Shareholder funds 4,009.63 4009.63 4,128.05 4,128.05 4,199.29 4181.27 3,840.71 4067.05 2,513.17 1163.22
Non- current 753.3 753.3 298.31 298.31 779.22 775.5 903.55 1043.26 1,236.07 671.58
liabilities
Long-term 634.26 634.26 4.15 4.15 503.6 503.6 836.55 836.55 751.16 611.16
borrowings
Fixed assets 788.49 788.49 1,386.52 1,386.52 1,315.25 1,315.25 1,377.25 1278.29 1,041.69 953.45
PAT 731.14 731.14 -1,091.97 -1,091.97 124.46 106.43 -324.72 -80.36 -1,417.39 -2679.95
Total Assets 6,712.81 6712.81 6,606.13 6,606.13 7,391.13 7,759.11 7,415.44 8269.23 7,254.94 5,422.08
EBT 899.49 899.49 -1,149.58 -1,149.58 157.03 129.3 -226.18 -35.24 -1,384.41 -3544.18
EBIT 948.86 948.86 -1109.52 -1109.52 320.86 321.16 -12.2 241.66 -1,047.39 -3,231.33
Finance costs 49.37 49.37 40.06 40.06 163.83 191.86 213.98 276.9 337.02 312.85
Capital Employed 4,762.93 4,714.12 4,426.36 4,426.36 4,978.51 4,956.77 4,744.26 5,110.31 3,749.24 1,834.81
Sales 8,016.32 8138.94 4,513.73 4614.49 4,961.84 5066.21 5,278.18 5485.58 5,631.60 5503.79
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8. References:
https://www.ibef.org/industry/manufacturing-sector-india/infographic
https://www.technavio.com/report/electrical-equipment-market-in-india-industry-analysis
https://www.thehindubusinessline.com/companies/cg-power-reports-huge-financial-fraud/
article29184226.ece
https://www.thehindubusinessline.com/companies/cg-power-fraud-icai-asks-cbi-for-case-
details-on-signing-partners-of-auditors/article35498152.ece
https://www.businessworld.in/article/Yes-Bank-Case-CBI-Books-Former-CG-Power-And-
Industrial-Solutions-Chairman-Gautam-Thapar-Others/25-06-2021-394349/
https://www.livemint.com/companies/news/cg-power-hit-by-fraud-fires-chairman-gautam-
thapar-1567102754258.html
https://www.businessinsider.in/business/news/nclt-terms-vaish-report-on-cg-power-as-
bogus/articleshow/73178198.cms
https://www.moneycontrol.com/news/podcast/digging-deeper-the-cg-power-fraud-
4363341.html
https://paranjoy.in/article/gautam-thapar-victim-or-villain
https://www.business-standard.com/article/current-affairs/bank-fraud-case-cbi-books-former-
crompton-greaves-chairman-gautam-thapar-121062401189_1.html
http://www.lawstreetindia.com/experts/column?sid=513
https://www.cnbctv18.com/business/cg-power-revival-plan-on-track-board-assures-investors-
lenders-of-management-change-say-sources-4242811.htm
Annual Reports:
https://www.cgglobal.com/others/restate/CGPISL/Standalone_Financials_2014_15.pdf
https://www.cgglobal.com/others/restate/CGPISL/Standalone_Financials_2015_16.pdf
https://www.cgglobal.com/others/restate/CGPISL/Standalone_Financials_2016_17.pdf
https://www.cgglobal.com/others/restate/CGPISL/Standalone_Financials_2017_18.pdf
https://www.cgglobal.com/others/restate/CGPISL/Standalone_Financials_2018_19.pdf
https://www.bseindia.com/bseplus/AnnualReport/500093/67239500093.pdf
https://www.bseindia.com/bseplus/AnnualReport/500093/72908500093.pdf
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