Kotak-Linked NBFC Donated Rs 131 Crore in Electoral Bonds – More Than 2x of SBI Disclosure

According to regulatory filings, a Kotak family entity, Infina Finance Private Ltd. (Infina), purchased electoral bonds totalling Rs 131 crore – which is more than twice the amount of Rs 60 crore disclosed by the State Bank of India (SBI) to the Election Commission of India (ECI) from FY2019 to FY2022.

The provenance of Rs 70 crore worth of bonds the group donated is not clear.

In FY2020, the company purchased Rs 76 crore electoral bonds, but in the SBI’s disclosure only Rs 35 crore was disclosed. During FY2019 and FY2020, the Kotak entity purchased Rs 106 crore worth of bonds –  years that were critical for Uday Kotak, the group’s promoter. In August 2018, the Reserve Bank of India (RBI) rejected Kotak Mahindra Bank’s (KMB) proposal of issuing preference shares to reduce Uday Kotak’s holding in the bank. KMB responded by taking the banking regulator to court in December 2018. Although the RBI had a strong case, it capitulated in an out-of-court settlement on terms favouring Uday Kotak in January 2020.

At that time, the public was unaware of the reasons for the RBI’s humiliating capitulation. But the disclosure of the electoral bonds data and the fact that at least Rs 35 crore was given to the ruling Bharatiya Janata Party (BJP) in FY2020 raises a huge concern of a quid pro quo arrangement and regulatory capture.

As the SBI’s electoral bonds disclosures to the ECI pertain only to the period from FY2020, Infina’s Rs 30 crore purchase in FY2019 would not have been captured. However, in FY2020, Infina reported purchasing Rs 76 crore of electoral bonds, while SBI’s disclosures reveal that Infina had directly purchased only Rs 35 crore in this period.  According to the SBI data, Infina made its first bond purchase on October 10, 2019. While it is possible that the company bought Rs 41 crore worth of bonds between April 1-12, 2019 – the only part of FY 2020 for which the SBI did not disclose data – it could also be that Infina had purchased an additional Rs 41 crore worth of electoral bonds from the secondary market within the 15-day window and deposited it with a political party. If it was the latter, the secondary purchase of bonds by Infina could only have been for providing the company a second layer of anonymity, as the electoral bond scheme did not place any restriction on the total amount that could be purchased from SBI. It is therefore obvious that Infina did not want the purchase of the Rs 41 crore to be disclosed to the SBI.

Infina’s purchase of electoral bonds and Infina’s net profits (in Rs crore)

Source: Election Commission of India and Infina

Uday Kotak, Asia’s richest banker, an authority on corporate governance who chaired the prestigious Securities and Exchange Board of India (SEBI) Committee on Corporate Governance (October 2017), has been caught with his hand firmly in the electoral bonds jar. A Press Trust of India report recently highlighted the fact that Infina, a company belonging to the Kotak family group, had bought Rs 60 crore of electoral bonds and generously donated the entire amount to the ruling BJP. An investigative report by Ayush Tiwari and Project Electoral Bond, using the same data, tallied the dates on which the Kotak family group company bought the bonds with the periods when the RBI provided highly unusual concessions to Kotak. These concessions pertained to Uday Kotak’s holdings in KMB and to the extension of his term as CEO, KMB. Both these reports put Infina’s donation of electoral bonds, as disclosed by the Election Commission of India (ECI), at Rs 60 crore (see Annexure 1 and 2).

Infina is a non-deposit-taking systemically important non-bank finance company (NBFC). It is 49.99% owned by Kotak Mahindra Capital Company (KMCC), a 100% subsidiary of KMB; another 49.98% is held by Komaf Financial Services Pvt. Ltd, a Kotak family company; and 0.03% is owned by Kotak Trustee Company Private Ltd. The ownership structure of Infina is rife with conflict of interest as slightly more than 50% of Infina is owned by the Kotak family while the remaining is owned by a 100% subsidiary of the bank where Uday Kotak is the promoter.

A study of Infina’s accounts reveals that from FY2019 till FY2023, the company bought a total of Rs 131 crore of electoral bonds (see Annexure 3), which is more than twice the amount disclosed by the SBI to the ECI.

The huge difference in the amounts as disclosed to the ECI and the amount revealed in the NBFC’s own accounts underlines the need for analysts studying the electoral bonds data to also use company data. They must reconcile the ECI disclosures with the companies’ own financial accounts to determine the actual amount of electoral bonds purchased by the companies.

It is also pertinent to highlight that in two (FY2019 and FY2020) of the three years (FY2019, FY2020 and FY2022) that Infina purchased electoral bonds, the purchase either directly resulted in the company reporting a loss (as in FY2020) or contributed to higher losses (as in FY2019). Although Infina is adequately capitalised (capital adequacy ratio of 318.2% in FY2020), the NBFC appeared not to mind either reporting a loss or increasing the existing loss as a result of the purchase of electoral bonds in those two years.

Infina is indirectly linked with KMB, as KMCC, a 100% subsidiary of the bank, owns 49.99% in the NBFC. But there is also a direct link with KMB, as a senior KMB official was directly involved with both KMCC and Infina. In all the three years that Infina purchased the electoral bonds, Jaimin Bhatt, president and group Chief Financial Officer (CFO), KMB, was on the board of directors of both KMCC and Infina. Bhatt’s presence on the boards of KMCC and Infina was to protect the interests of KMB. Since Infina is a NBFC, purchasing electoral bonds would not be a normal business for the company to be engaged in, and hence it would require board approval for the purchase of electoral bonds.

As purchasing electoral bonds is a sensitive political issue and is not part of the regular business of any of the three corporate entities, the question is whether Bhatt, as a serving senior KMB official, informed the board of directors of KMB that Infina was purchasing bonds, and more importantly, educated the board on why it was purchasing the bonds, and what its objective was in giving at least Rs 60 crore to the BJP. If the KMB board of directors was not informed of the purchase, it is a very serious governance lapse; and if the board was informed, the issue of the donation being a quid pro quo should have arisen. Interestingly, in the directors’ reports of Infina in those years, there is no disclosure that the NBFC was purchasing electoral bonds. The information can only be found in the schedule of ‘other expenses’ in Infina’s accounts (see Annexure 3).

In October 2017, Uday Kotak (then Managing Director and CEO, KMB) was chairman of the SEBI-appointed Committee on Corporate Governance. Commenting on the importance of disclosure and transparency, the report said (p. 63),

“Disclosure and transparency underpin good governance and the efficient functioning of the markets. A corporate governance framework should ensure that timely and accurate disclosure is made on all material matters regarding the corporation, including the financial situation, business performance, strategic shifts, ownership, and governance of the company.

Regulations in India, have driven a large part of the disclosure and transparency construct, especially for listed entities. While companies, in general, comply with the regulatory minimum, the Committee encourages boards and managements to view disclosure and transparency as a means to build trust with stakeholders and to proactively disclose material information that may impact decision-making variables.”

The KMB directors’ reports remained silent on the fact that a Kotak entity, in whose board KMB was represented by its CFO (also the group CFO), had purchased electoral bonds of Rs 131 crore from FY2019 till FY2022. Such is the state of corporate governance in a bank valued at nearly $42 billion.

The Supreme Court of India’s judgment rendering the electoral bond scheme illegal said (p. 147 and p. 76),

“…contributions made by companies are purely business transactions made with the intent of securing benefits in return…There is also a legitimate possibility that financial contributions to a political party would lead to a quid pro quo arrangement because of the close nexus between money and politics…The money that is contributed could not only influence electoral outcomes but also policies particularly because contributions are not merely limited to the campaign or pre-campaign period.”

The sequence of donations of electoral bonds by a Kotak-linked NBFC to the ruling party, and the repeated, unique concessions extended to Kotak by the regulator, do raise the question of a quid pro quo arrangement.

Since the PTI and Project Electoral Bond stories, the army of banking journalists and sell-side analysts that cover KMB have pressed the mute button on themselves. A major news story that a prominent private sector banker’s company donated Rs 60 crore in electoral bonds to the ruling BJP, and the suspicion of a quid pro quo arrangement to get concessions from the banking regulator, should have launched many analytical and opinion pieces. Instead what the public and the capital market has got from those whose job it is to report on and analyse KMB is a studied silence.

While the reputation of Asia’s richest banker has been tarnished by the electoral bond issue, the impact on the RBI’s reputation as a banking regulator is far worse. Recall the harsh language exchanged between KMB and the banking regulator in court papers during the dispute regarding Uday Kotak’s refusal to lower his equity stake, the disgraceful out-of-court settlement on Kotak’s terms, and the last extension  given to Uday Kotak as CEO. The public can now match these developments with the periodic donations, totalling at least Rs 60 crore, given by a Kotak entity to the ruling political party at the Centre. It can now draw its own conclusions about the banking regulator’s inability to take action, and the apparent humiliating dictation it took from the political authorities. It is sad to see the once-exalted RBI transformed into a poodle for its 90th anniversary.

Note: A questionnaire was sent to KMB but the bank declined to respond.

Annexure 1: Electoral Bonds Issued to Infina Finance Private Lt

Source: Election Commission of India

Annexure 2: Electoral Bonds Issued to Infina Finance Pvt. Ltd. Deposited in BJP’s Bank Account

Source: Election Commission of India

Annexure 3: Infina’s Purchase of Electoral Bonds FY2019 – FY2023

Hemindra Hazari is a Securities and Exchange Board of India (SEBI) registered independent research analyst.

Disclosure: The author owns equity shares in KMB.

Note: The article was edited on Sunday, April 7, 2024, to take into account the fact that the State Bank of India has not disclosed electoral bond data for April 1-12, 2019, i.e. the first 12 days of FY 2020, and that although Infina appears to have begun buying bonds on October 10, 2019 – the date recorded in the SBI data – it is possible that the company bought Rs 41 crore of bonds during that 12 day window.