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094

Case 094Forensic accountingCore

A pharma company carries contingent liabilities of Rs 1,200 crore against net worth of Rs 2,000 crore, mainly tax disputes, and has just changed auditor. How would you size the risk in value per share?

1The situation

Morvane Pharma has net worth of Rs 2,000 crore, 20 crore shares and a share price of Rs 600, a market value of Rs 12,000 crore. The contingent liabilities note lists Rs 1,200 crore of claims not provided for: a transfer pricing dispute with the income tax department of Rs 600 crore, a GST classification demand of Rs 350 crore, a customs duty dispute of Rs 150 crore and a Rs 100 crore guarantee for a subsidiary's bank loan.

Morvane has won the transfer pricing issue at the tribunal in two earlier years; the GST demand concerns a product classification the industry is contesting; the subsidiary is profitable. Its statutory auditor resigned mid-term this year and a smaller firm replaced it. Assume disputes take about four years to resolve and use a 12% discount rate.

2Your task

Put an expected cost on the disputes, turn it into value per share, and say how the auditor change should affect your numbers.

Quick check

Which is the right starting number for the per-share hit?

Worked solution

Try it on paper, then open one step at a time.

30-second answerThe answer to give first

About Rs 12.6 a share, roughly 2% of the price, on base-case odds. Weighting each claim by its chance of loss gives an expected Rs 395 crore, worth Rs 251 crore today after a four-year wait at 12%. The full Rs 1,200 crore, Rs 60 a share, is the wrong number. The auditor's exit does not change the claims but should raise the odds you use until you read why it left: on stressed odds the hit is about Rs 21 a share.

Step 1Why not subtract the whole Rs 1,200 crore?

Because a contingent liabilityA possible obligation that depends on a future event, such as a court ruling, and is disclosed in the notes rather than booked, because a loss is not yet probable. is a possibility, not a bill. A family facing a traffic challan they plan to contest does not budget for the fine in full or ignore it; they think about the chance they lose and budget for that. Contingent liabilities belong in value once weighted by likelihood: claim times probability, discounted for the wait. Subtracting all Rs 1,200 crore, Rs 60 a share, assumes Morvane loses every case, including one it has already won twice at the tribunal.

Rs 1,200 crore claimed; Rs 395 crore expected; Rs 251 crore in today's moneyTransfer pricing, income taxchance of losing 30%claim 600expected 180GST classification demandchance of losing 50%claim 350expected 175Customs duty on importschance of losing 20%claim 150expected 30Guarantee for a subsidiary's loanchance of losing 10%claim 100expected 10Sum: claims 1,200, expected 395, today's value 251 crore = Rs 12.6 a share, 2.1% of market value
Morvane's four disputes claim Rs 1,200 crore in total, but weighted by the chance of losing each they are expected to cost Rs 395 crore, which after a four-year wait at 12% is Rs 251 crore today, about Rs 12.6 a share.
Step 2How do you set the odds?

From the evidence the note and the history give you. Transfer pricing gets 30% because Morvane won the same issue twice; GST 50% because the whole industry is contesting and nobody has won yet; customs 20%; the guarantee 10% because the subsidiary earns money. Expected cost is Rs 180, 175, 30 and 10 crore, Rs 395 crore in all. Discounting four years at 12% multiplies it by 0.636, giving Rs 251 crore, Rs 12.6 a share. Say too that interest often accrues on tax demands, which would add to the loss in the cases Morvane loses.

Dispute, Rs croreClaimBase oddsExpectedStressed oddsExpected
Transfer pricing, income tax60030%18050%300
GST classification demand35050%17580%280
Customs duty on imports15020%3040%60
Guarantee for a subsidiary's loan10010%1030%30
Total1,200395670
Today's value at 12% over 4 years251426
Per share, Rs60.012.621.3
On base odds Morvane's disputes are worth about Rs 12.6 a share in today's money; on stressed odds after the auditor's exit, Rs 21.3 a share; the full claim of Rs 60 a share assumes every case is lost.
Step 3What should the auditor change do to your numbers?

It changes your confidence in the inputs, not the claims themselves. Until you have read the outgoing auditor's stated reasons, use stressed odds: that lifts the hit by about 70% to Rs 21.3 a share, 3.5% of the price. Indian rules require a listed company to disclose why an auditor resigned; confirm the current framework, then read that disclosure, the last audit report for any qualification or emphasis of matter, and whether the contingent liabilities note changed in wording or size under the new firm.

Close with the view: on the evidence given, the disputes are a manageable Rs 13 to Rs 21 a share, not the Rs 60 a headline screen would show. The auditor's exit is the bigger question, because it can mean a disagreement over exactly these provisions. If the reasons are benign, fees or rotation, the base case stands; if they mention access to information or disagreement on accounting, the whole set of accounts deserves a wider discount than any per-share number captures.

Where candidates lose it

Candidates either ignore the note entirely because nothing is booked, or subtract the whole Rs 1,200 crore and call the stock 10% overvalued. Both skip the step the interviewer is testing: weighting each claim by its chance of loss.

The other miss is treating the auditor change as a footnote. An auditor leaving mid-term is a reason to go back to the notes before trusting any of the numbers.

What the interviewer asks next

  • Morvane loses the GST case at the first appeal. How do you update the numbers?
  • Why might a company prefer to disclose a claim as contingent rather than provide for it?
  • What in the cash flow statement would tell you Morvane has paid deposits under protest?
← Case 093A fashion retailer's new store costs Rs 3 crore and makes Rs 6 crore of sales at a 15% store EBITDA margin. What is the payback, and what sales per store would make payback two years?Case 095 →Soda ash is priced off the industry cost curve. The lowest-cost producer makes it for Rs 18,000 a tonne and the marginal producer for Rs 26,000. A new low-cost entrant adds 10% capacity. What happens to price and to the low-cost producer's margin?

Company names and figures are illustrative.

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