Professor Sandra van der Laan casts her eyes over the complex corporate structure for Adani’s Australian operations. “It looks to me like a corporate collapse waiting to happen,” she says.
“It has all the hallmarks of the big corporate failures we’ve seen over the last 20 to 30 years.”
By Stephen Long
- The company responsible for the Carmichael coal mine has current liabilities of more than $1.8b versus current assets of less than $30m
- The auditors signed off on the company being a “going concern” because of a 12-month guarantee from the Indian parent firm
- Accounting expert Sandra van der Laan says “effectively on paper they are insolvent. I wouldn’t be trading with them”
Professor van der Laan, a forensic accounting specialist who heads the discipline of finance at the University of Sydney, has a reputation for picking “corporate collapses waiting to happen”.
A decade ago, she and fellow academic Sue Newberry warned that ABC Learning — then Australia’s biggest private childcare provider and the largest publicly listed childcare company in the world — was a house of cards.
It subsequently failed in spectacular fashion, causing a crisis in the industry.
She examines a diagram of Adani’s Australian structure: a labyrinth of trusts interposed between private companies and Indian stock market-listed companies with ties to, and in some cases ownership in, tax havens stretching from Singapore to Mauritius, on to the Cayman Islands and the British Virgin Islands.
“The structure of Adani seems to be developed to obfuscate or confuse or to hide things,” she says.
“They would potentially be seeking to hide inter-company transfers, inter-company loans, transfer pricing of goods and services between related entities.”
The more immediate concern is Adani Mining Pty Ltd, the Australian-registered company which is the proponent of the Carmichael coal mine in the Galilee Basin.
Adani Mining recently provided ASIC with its financial accounts to March 31.
As a private company, the subsidiary is only required to release reduced financial statements with limited detail — but enough to raise red flags for Professor van der Laan and other critics.
The accounts show the owners have contributed less than $9 million in equity to the business and total liabilities exceed total assets by more than half a billion dollars.
Current assets of less than $30 million are swamped by current liabilities, due over the next 12 months, of more than $1.8 billion.
“Adani Mining is in a very fragile, even perilous, financial position,” Professor van der Laan observes.
“The gap between the current assets and liabilities is what’s really concerning.
“Effectively on paper they are insolvent. I wouldn’t be trading with them, as simple as that. I wouldn’t have anything to do with them.”
The liabilities are largely made up of an inter-company loan from the immediate parent company, Adani Global Pte Ltd, incorporated in Singapore and controlled by the Adani family.
Creditors left relying on Adani parent’s assurances
Auditors Ernst & Young signed off on the accounts of Adani Mining on the basis that the company is a going concern.
But the auditors only did so on the assurance of Adani Mining’s directors that the ultimate parent company, the Indian-listed Adani Enterprises Ltd, would “provide financial support for at least 12 months” and not call in loans or other amounts owing if this would leave Adani Mining unable to meet debts “for a period not less than 12 months from the date of these financial statements”.
Adani Mining was also required to indemnify the auditors for an unspecified amount against legal claims arising from the audit, a practice that is not unusual with private companies.
Officially, Adani Mining’s financial statements are “general purpose” accounts meant to serve as a guide to creditors and other stakeholders, yet the auditors expressly warn these parties not to rely on their opinion.
“Our report is intended solely for Adani Mining Pty Ltd and its members and should not be used by parties other than Adani Mining Pty Ltd and its members,” Ernst & Young state.
Cold comfort for those doing business with Adani Mining.
In a written response to questions from the ABC, Adani Australia described the comments about its financial position as false and misleading.
It said that over nine years of operating in Australia its contractors, employees, consultants and other business partners have been paid and that its “accounts are annually audited and tested for matters such as insolvency and assessed against other financial responsibilities and accountabilities”.
“Just like every mining project, our project will not generate income until the mine and rail are built and operating and coal can be sold and exported,” it said.
“Until we start producing and selling coal, we will be continuing to invest in the development of the mine and rail and therefore this will be treated as an accounting loss.”
Professor van der Laan responds: “You would expect a mining company to be in a slightly difficult position while they are going through the early years of the exploration and development stage, but the scale of this is what’s astounding.”
‘Adani Power hasn’t made money for a decade’
The financial position of the company that is meant to be buying the coal from Adani’s coal mine in Queensland’s Galilee Basin also raises concerns.
The coal is likely destined for power stations in India owned by Adani Power Ltd, listed on the Bombay Stock Exchange but controlled by the Adani family.
It released its latest accounts this month. Adani Power is highly leveraged with daunting debt — on current exchange rates, about $US7 billion net, or $10 billion — and thin earnings by comparison.
“Adani Power’s financial position is perilous,” says Professor van der Laan.
“They’re not generating enough revenue to cover their interest payments, let alone repay their debt.”
It’s a view shared by research analysts at Credit Suisse. For years, they’ve classified Adani Power as a “house of debt” with insufficient earnings to cover its interest bill.
The poor financial position of Adani Power may be one reason why Adani has failed to find a bank anywhere that is willing to finance the Carmichael coal mine, argues Tim Buckley, research director of the Institute for Energy Economics and Financial Analysis, a philanthropically-funded body which promotes a transition to sustainable energy.
“One of the key things an external investor or financial institution would require is that you have an off-taker [for the coal] that is solvent,” says Mr Buckley, a former investment banker who has been analysing company accounts for more than 30 years.
“Adani Power hasn’t made money for a decade. On any reasonable interpretation it is not solvent.”
Adani Power’s latest financial statements were qualified by its auditors, who raised red flags about directors’ expectations that Adani Power would recoup loans and interest from a bankrupt and non-operational power station business and that its troubled Mundra Power Station would become profitable.
“They are receiving audit opinions that their financial controls are not adequate and so their accounts could contain material misstatements,” says Professor van der Laan, who described this as extremely worrying.
“It’s very rare to see a company with a qualified audit opinion, very rare. Generally, you don’t see a lot of qualified audit opinions because companies fail before they are issued.”
But don’t imagine the receivers will be called in soon.
Indian banks are notoriously reluctant to rein in poorly performing loans and Adani Power continues to expand. Despite the concerns about its finances, it’s currently buying two Indian power stations that have gone broke, all with the backing of an Indian banking conglomerate.
‘They will never pay any material corporate tax in Australia’
Adani is now going it alone and “self-funding” the Carmichael mine after failing to secure loans from banks or government wealth funds.
Although the mine has been scaled down to an initial 10 million tonnes a year output, rather than the mega-mine of 60 million tonnes a year it has approval for, the price tag for building it and an accompanying railway will still be a multi-billion-dollar sum.
Even for a man as rich as family patriarch Gautam Adani (pictured below), it is no small ask.
But in the tangled web that is the Adani Group, there are ways.
Adani’s ports business is the most profitable part of the empire, headed by the Bombay stock exchange-listed company Adani Ports SEZ.
It is currently raising more than $1 billion in debt on global markets.
Critics are suspicious that Adani may channel the money through its opaque corporate structure and use the money to fund the Queensland coal mine that no bank was willing to finance.
“Historic precedent says [Adani has] ongoing intercompany transactions and transfers of assets and liabilities between various listed subsidiaries,” says Tim Buckley.
“My take is that the money will come into Adani Ports and quite easily be routed back up to the Adani family and then the Adani family will invest it in Adani Enterprises [the ultimate parent company for Adani Mining] and then Adani Enterprises will shift the money across to Australia. A bit of a round robin.”
Investors, analysts and ratings agencies have expressed concern about the Adani Group’s propensity to shift assets and liabilities between companies in a less-than-transparent manner or on questionable terms.
“The concerns that they may be raising money in the port business to fund the Carmichael mine are very legitimate, we’ve seen this kind of thing before,” Professor van der Laan says.
“In such a complex corporate structure, it’s very difficult to understand where the funds flows are coming from or going to.”
Whether or not concerns about the solvency of various Adani companies or funding for the Carmichael mine are well-founded, the promise of a company tax bonanza from the Queensland mine seems destined to remain unfulfilled, according to Tim Buckley.
Already, accumulated losses mean that, if the mine is built, Adani Mining won’t pay company tax for many years in Australia and may never do so — like the Abbot Point Coal Terminal, which has paid little to no company tax under the ownership of Adani.
“They have carry forward losses that mean the first $1.5 billion of profit are corporate tax free,” says Mr Buckley.
“My surmise is that they will never pay any material corporate tax in Australia.”
Stephen Long is an investigative reporter with the ABC, covering business and finance.
First published at The ABC – Wednesday 24 July 2019. See: https://www.abc.net.au/news/2019-07-24/adani-carmichael-subsidiary-surviving-on-lifeline-from-parent/11338926