Ideal Level of Remuneration of Promoters, QIP Pricing (Q&A)

Modified on October 6, 2018

The current article in this series provides responses related to the queries related to remuneration of promoters, capitalization and QIP:

  • What should be the ideal level of remuneration of promoters?
  • QIP: How do companies determine QIP pricing and does it impact the company’s growth

 

What should be the ideal level of remuneration of promoters?

Advised Reading: Steps to Assess Management Quality before Buying Stocks (Part 1)

Good points, Sir. In the above article, you have mentioned that

“After analysing many companies as part of my stock selection process and for answering queries of readers, I notice that the usual salary range for promoter directors/management is about 2-4% of net profit after tax (PAT). The salary generally contains 2% commission on PAT and a fixed monthly component along with other perquisites.”

My query is that when you say 2-4% of net profits as remuneration of promoters, do you mean one key promoter? I have seen this figure to be a bit high for promoter directors and key management personnel. I referred Companies Act 2013, section V wherein remuneration of promoters details are mentioned, but I could not arrive at a conclusion.

What should be the permissible limit of remuneration of promoter directors and key management personnel? Can this salary include commissions/other re-reimbursement/sitting fees?

Thanks & Regards,

Author’s Response:

Hi

Thanks for writing to us!

The permissible limit of the remuneration of promoters is calculated as per section 197 of the Companies Act 2013 by making certain adjustments in the net profits of the company. Investors do not need to calculate it on their own. Companies provide the limit/ceiling value in the annual report in the section detailing the remuneration of key management personnel. Investors may use the data in the annual report to compare and make an opinion. In a few cases where due to any reason, the company has not provided the limit/ceiling value, then the investors may write to the company to get this data.

The above discussion relates to the legal provision. However, while doing our analysis, we compare the remuneration of promoters with the profit after tax (PAT), which is declared by the company in its P&L.

The assessment of remuneration of promoters is a subjective exercise and has many case-to-case based subjective interpretations.

We believe that the level of 2-4% is highly relevant for companies, which are run by a single entrepreneur/promoter. However, even in such cases the absolute amount of profits and the absolute amount of remuneration of promoter is important before we arrive at any conclusion.

E.g. A company earns a PAT of Rs. 1 cr. and the promoter takes home Rs. 20 lac as salary, then even though the remuneration is 20% of PAT; still it is not a high salary as MBA graduates of tier-A business school take a higher salary than Rs. 20 lac when they start their first job after graduation. Rs. 20 lac may be essential to living in a metro city while taking care of family and kids.

On the contrary, if a company has a PAT of Rs. 10,000 cr., then we do not expect the remuneration of promoters to be Rs. 200-400 cr. (considering 2-4% of PAT as an acceptable limit). We believe that remuneration levels of promoters should be lower in such cases and promoters should earn additional money through dividends, which are shared equally among all the shareholders.

Advised reading: Why Management Assessment is the Most Critical Factor in Stock Investing?

The assessment of remuneration of promoters becomes a bit tricky when many members of the family are a part of the company’s senior management and each one takes a remuneration from the company. In such cases, we believe that an investor should assess the individual salaries of each of the promoter family members and then arrive at her conclusion about whether the salaries are appropriate or the salaries are being taken as a means of taking money out of the company by the promoters.

Moreover, an investor should always look for signs that may indicate to her whether the names of the promoter family members shown as employees/senior management of the company are merely on the rolls of the company in order to withdraw money from the company without adding any value to the company. OR these family members are truly working as value-adding resources/employees for the company.

An investor should go through the following analysis of Ruchira Papers Limited to understand more on the above point:

Advised Reading: Analysis: Ruchira Papers Limited

Therefore, the remuneration of promoters is a subjective assessment and the investor would be able to differentiate different cases from each other once she analyses the remuneration levels of many company promoters as a part of her analysis.

Hope it answers your queries.

All the best for your investing journey!

Regards

Dr. Vijay Malik

 

QIP: How do companies determine QIP pricing and does it impact the company’s growth 

Hi Vijay,

Thank you for your support. I have a couple of questions on investment technical. It would be helpful if you could throw some light on this.

1) Impact of QIP on stock price: Most of the time we have seen that a company’s stock price does not move at normal pace post their QIP issue. You will find almost all the companies (except two companies) struggled once they complete the QIP (recent ex – L&T Finance). I just want to know what exact reason triggers a company to go for QIP. Why usually the QIP price is in some lower band even if the market and the company both are doing well? In addition, what is the rationale, which actually slows down the company’s growth post QIP period?

I did a research on this but most of the research covers the examples but not on the rationale, (although I know the market is irrational :-)). So just, want to check the reason behind it that helps in future to select a stock properly.

2) Also another question: How do you view promoter’s pledge? What are the points we need to check to assess whether promoter’s pledge is indeed good for the company?

Thanks in advance.

Regards,

Author’s Response:

Hi,

Thanks for writing to us! We are happy to see that you are doing your own equity analysis and spending time and effort to understand different concepts.

Regarding QIP:

Qualified Institutional Placement (QIP) is a method of raising additional equity by the company. All the factors, which necessitate additional equity infusion by company shareholders like reducing the debt to equity ratio, repay existing lenders, capitalize on current high share price etc. will impact companies’ decision to go for QIP.

QIP pricing is guided by SEBI guidelines and is based on a formula factoring in the weekly highs & lows of the certain period before the board meeting approving the QIP issue for allotment. (You would find many articles about it on the internet).

Regarding “what is the rationale which actually slows the company’s growth post QIP period?”, we are not sure whether raising additional equity via QIP would result in a slowdown of the future sales/business growth of the company.

Regarding pledging of shares by promoters:

You may read our views in the following article: Preference Shares and Pledging of Shares by Promoters (Q&A)

Hope it answers your queries.

All the best for your investing journey!

Regards

Dr. Vijay Malik

P.S.

 

DISCLAIMER

  • The above discussion is only for educational purpose to help the readers improve their stock analysis skills. It is not a buy/sell/hold recommendation for the discussed stocks.
  • I am registered with SEBI as an Investment Adviser under SEBI (Investment Advisers) Regulations, 2013.
  • Currently, I do not own stocks of the companies mentioned above in my portfolio.

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