Recent news on Ranbaxy has prominently featured the role of Dinesh Thakur, a whistleblower. Thakur, who worked at Ranbaxy for four months was responsible for blowing the lid on the company ‘s falsification of certification documents submitted to drug controllers around the world. The fraud took place over years and top management was complicit.

While Thakur, received $48.6 million (Rs262.4 crore) for his efforts the case leads to an important question: Why are there such few instances of whistle blowing in India? Is there something in our legal system that makes it harder for whistleblowers? Does the law not accord them the protection they deserve? Or is it just that they don’t have faith that their claims will be heard?

The answer lies in all three. First, the Companies Act does not contain a provision that makes it mandatory for companies to have whistle blowing policies in India. According to a lawyer who has worked in this area all his clients have been multinationals companies. Indian companies don’t show any desire to have a whistle blowing policy in place. “I suspect they don’t know how to handle such cases,” he says.

With multinationals he says there are clear rules on how the case has to be handled, how many levels the matter has to be escalate and what is to be done with the employee for the duration of the investigation. Plus he adds over the years they have worked to show that each case will be looked into fairly. Even then our research shows that it is most often former employees who resort to ratting on their employers. Few have the faith to complain while they are still working. Indian companies are far behind on this one.

In India there have been innumerable instances of whistle blowers being killed. So it’s hardly a surprise that such few people come forward with instances of wrong doing. According to a story on salon.com some 150 whistle blowers were have been harassed or jailed while 20 have been killed. What’s important to note is that whistle blowers exposing government corruption face a particularly uphill task in India. Their cases often wind slowly up the judicial chain and are only resolved decades later.

According to Rabindra Jhunjhunwala, a partner at Khaitan and Co. the lack of whistle blowing has to do with the evolution of corporate law in the country. He says that eight years ago there was a move by the Ministry of Corporate Affairs to insert a provision in the Companies Act to enable whistle blowing. It never saw the light of day and has not been heard of since.

So what can companies do? Lawyers and ombudsman point to three measures. First, legislate so that whistle blowing has a sound legal basis. Two, companies must ensure that those who come forward are not persecuted and the matters are investigated promptly. Similarly, the government must also set up mechanisms to ensure speedy disposal of claims. (If they could set up information officers under the Right to Information Act they can do the same in this case as well.) And, lastly companies must ensure that whistle blowers aren’t persecuted.

Some prominent whistle blowing cases:

Nisha Yadav – Jan 2013 – won Godfrey Phillips Bravery Award for lifting lid on child abuse racket at NGO orphanage “Suparaana Ka Aangan”

Kunal Saha – August 2009 – wins Supreme Court case against Advanced Medicare Research Institute in Kolkata for negligent treatment of his wife.

Paul Blakeslee – March 2013 – won $3.4 million for wrongful termination after he blew whistle on a colleague overcharging the government.

Vijay Pandhare – Oct 2012 – Uncovered Maharashtra Irrigation scam. Led to Ajit Pawar’s sacking.

Seema S Bhat – Nov 2005 – Wins Rs. 2.25 crore after exposing excessive levels of lead in water in Washington D.C.

Manoranjan Kumar – Mar 2009 – IES officer wins Rs. 25,000 case against Shipping Ministry for Kandla Port scam

Within days of being appointed law minister Kapil Sibal has cleared an important piece of investor-friendly legislation. He’s legalized the use of put and call options in contracts. The move is likely to make doing business in India a lot easier for companies and investors alike who’d made use of these options.

Simply put, a call option is an agreement whereby one party agrees to buy securities at a predetermined price at a future date while a put option is where a party agrees to sell securities at a predetermined price at a future date.

The Securities and Exchange Board of India, which regulates Indian capital markets had long maintained that these options run contrary to Securities Contract (Regulations) Act. Its main bone of contention was that any contract that is not a spot contract i.e. where the delivery of shares takes place beyond the day on which the contract was made is a speculative contract. The SCRA prohibits such contracts.

Over the years investors and private equity players have used put and call options while structuring deals. “We use it primarily to safeguard our interests. This is something that is a globally accepted practice and not being able to use it in India has been frustrating for us,” said a principal with a private equity firm. He declined to be named as he is not allowed to speak to the media.

There had been a number of deals that had run afoul of this rule.. Take for instance the recent case of Diageo plc’s share purchase agreement of United Spirits Ltd. which contained a put option. It had to be removed before SEBI granted its clearance. SEBI had also rejected its use in the Cairn Vedanta deal in 2010.

Further adding to the issue was the fact that the Companies Act was silent on the use of such options. A clarification issued by the Department of Industrial Policy and Promotion (DIPP) had said that all such options would be considered debt financing. If a foreign party is involved they’d automatically be treated as an external commercial borrowing.

While investors and private equity players continued to insert these clauses in deals the main issue arose when one party refused to honour its end of the bargain. These contracts couldn’t be enforced in court leaving the aggrieved party fuming but without any legal recourse. In 2009, DE Shaw was prevented by the RBI from exercising a put option. It was to have received a 27 percent return on an investment it made in DLF.

With the change in rules such cases won’t recur and it will open up an internally accepted financing practice to Indian companies.

Hindustan Unilever Ltd. the country’s largest consumer goods company reported a strong set of numbers and has, for the time being at least, erased fears of a sharp slowdown in consumer spending.

The company ticked the boxes on all three parameters – revenue growth, profit growth and volume growth. In the quarter ended March 31, HUL reported a profit of Rs.780 crore, an increase of 17 percent with a 60 basis points increase in operating margin. Sales for the quarter were up 12.5 percent to Rs.6367 crore. Volume growth, a key indicator of the health of the business was up 6 percent. While this was lower than previous growth rates it was nowhere as low as the market feared.

Still, the company did acknowledge that it faces a tough operating environment. Two indications of this are the growing volatility in commodity prices and currency fluctuations. That makes planning and forecasting for the future that much harder, according to Nitin Paranjpe, CEO of the Hindustan Unilever. He pointed out that the weekly quantum of fluctuations in some commodity prices are what they would earlier see in a year. There’s also been an increase in advertising and promotion spends to Rs.144 crore up 90 basis points.

While it was business as usual in most categories with growth rates in line with or slightly above the competition HUL also saw a slowdown in discretionary spends by consumers. Skincare and ice creams were two categories that saw reduced spending. Both categories were affected by the shutting down of modern trade stores that contributed to a disproportionate amount of sales. About 300 modern trade stores have closed in the last year.

So what is the company doing to make sure it keeps growing rapidly? For one it is investing in what it terms are categories of the future. These products – conditioners, shower gels, tea bags and so on – now make up Rs.1000 crore in sales. “It is our job to identify these and take steps before it becomes obvious and imperative for others to react,” said Harish Manwani, chairman of HUL and COO of Unilever.

Second, it is powering ahead with trebling its rural direct distribution reach, as part of an initiative it had launched in July 2010. The company has added a million outlets across rural India to its distribution network so far.

HUL’s shares ended the day at Rs 497, a jump of 7 percent. The stock had been under pressure in the last quarter as the company announced an increase in royalty payments to its parent Unilever. The company announced a higher dividend payout at Rs.6 per share. The announcement also lifted stocks of other consumer goods companies. ITC hit a lifetime high at Rs.325/-

Imagica’s journey began four years ago after Shetty sold Adlabs (Image: Vikas Khot)

Gutsy entrepreneurs the world over have used this to justify their audacious and seemingly outsize plans. Manmohan Shetty seems to be no different. He’s betting big on Imagica, the theme park he’s created on the Mumbai-Pune Expressway.

Imagica’s journey began four years ago when Shetty who had sold Adlabs to Anil Ambani was searching for something to do. One question popped up time and again: Why wasn’t there a theme park in India that could rival the scale of Disney or Universal Studios? Disney had seemed to suggest that Indians were not ready as they couldn’t afford the prices Disney would charge? Shetty knew it was a tough ask and he’d have to get everything from the pricing, to the rides and the food right.

Four years and Rs.1650 crore later Shetty stands on a strong wicket. The park, which opens to the public this Thursday is clearly several steps ahead from anything present in India.

First off, Shetty’s made sure that the park divided into six zones has a distinct Indian feel to it. For instance, take music – most of it is from Bollywood except a few pockets like the African restaurant where Zulu music serenades diners. There’s an adrenaline zone with two roller coasters (only one is operational at the moment). There’s a family entertainment zone where rides are based on Mr.India (you’re strapped onto a car and asked to chase Mogambo, the villain) and Ali Baba (you shoot the Chalees Chor and win points for each shot).

There’s also an incredible i for India ride that takes riders on a tour of all India has to offer – from temples to lakes and deserts to the snake boat race. Park staff usher you around from ride to ride with a politeness that is rarely seen in India.

Imagica offers 21 rides (19 are operational at present) that are designed to keep families and children busy through the day.

Shetty says he expects to get between two and three million visitors to the park a year. (1.75 million is what his business needs to break even) He’s based his numbers on careful calculations and says the park will be a draw for visitors from Mumbai, Pune and Nashik – a 40 million strong catchment area. Every monsoon 50,000 families travel from Mumbai to Lonavala. Shetty believes if he can get even half of them to stop at his park, he would have made his numbers. Ticket sales would bring in 70 percent of revenue with merchandising accounting for another five.

Imagica offers 21 rides (19 are operational at present) that are designed to keep families and children busy through the day (Image: Vikas Khot)

Like all theme parks the world over Imagica expects to make 20 percent of its revenues from food. Five restaurants located around the park have been decked out in various themes. There’s an Africa themed restaurant, an Indian buffet and for those who can’t do without their hamburgers there’s an American diner. A day pass will set you back by Rs.1200 on weekdays and Rs.1500 on weekends – and this is only the introductory price.

So was it as good as Disney? Not quite. For starters, it’s a third of the size of Disneyland. A water park is expected to open next year along with a 300 room hotel. But with the rides and the food and the layout Shetty has got it spot on. Already he says he’s planning his next move with more new rides. As of now there are some rough edges – a part of the landscaping still needs to be done. ‘Nitro’ the largest roller coaster of the park is still a couple of months away. But word of mouth will ensure the park does well this summer. Sustaining it should see Shetty pull out all the marketing tricks in his book.

For middle class Indians, investing in property has been the surest bang for the buck. On an average, property values have quadrupled in the last decade.

But now there are increasing signs that the dream run that real estate has enjoyed over the last decade could be coming to an end. Real estate practitioners point to slowing sales and rising inventories. As this story in The Economic Times explained, there is a glut of independent homes in south Delhi. Around the country, in separate micro-markets, the story is no different.

And so the question: could 2013 be the year when real estate begins to crack?

First, lets start by looking at the last period of low economic growth. Between 1995 and 2002, the Indian economy chugged along at an annual rate of 4.9 percent. Those who’ve been in the business long enough will tell you that real estate prices eased by 2-3 percent a year across large cities. “So by the end of 2002 you had a 20 percent decline but the year-on-year decline was very gradual,” according to a Mumbai-developer who declined to be named.

According to him three years of 5-6 percent growth and the situation could be repeated.

Second, the rise of the professional real estate investor. The last 10 years have seen a growing number of middle class Indians trying their hand at the property market. Their speculative behaviour is not unlike that of middle class Americans who during the go-go years bought houses only to flip them a couple of years later for a 15-20 percent gain. That came crashing down in early 2008 and the rest of the story is well known. It is only now that housing prices in America have started to rise.

India circa 2013 is no different. Dinner parties are filled with casual conversations on which apartment or piece of land to invest in. There’s this sweeping confidence in real estate giving a 20-25 percent return every year. According to Sanjay Dutt, chief executive at Cushman and Wakefield, if a developer sells 2,000 flats and 70 percent of those are to people who plan to put them on the market in a couple of years, those shouldn’t be counted as sales.

This leads to a situation in large metros where houses in under-construction projects are available anywhere between Rs 1,000-1,500 less than what the builder is selling them for. Those who want to sell houses are willing to take a small haircut. What happens when this becomes too acute is not too hard to see. The market would correct.

Lastly, according to the Ministry of Housing and Urban Poverty Alleviation, 11.09 million homes in urban areas are lying empty. Sellers are holding out in the hope that capital values continue to appreciate while buyers find the prices too steep. When that stock comes on stream this could also portend a correction.

For Hindustan Unilever it’s been a rough couple of weeks. India’s largest consumer goods company has been hit by a double whammy – slowing consumer demand and an increase in royalty payments.

It’s no surprise that the markets aren’t pleased. The stock has fallen 8 percent to Rs.452 since its quarterly results announcement on 22 January. So far it shows no signs of recovering.

The step up in royalty payments from 1.4 percent to 3.15 percent of sales has caused considerable heartburn among the investor community. Motilal Oswal, a brokerage expects HUL’s 2014 profits to be 3 percent after factoring in the new royalty payments. In 2015 profits are forecast to be 4.8 percent less. With earnings projections downgraded it was only natural that the stock trend downward to adjust its value. In December Unilever’s Indonesian subsidiary had increased its royalty payout to 5 percent and there had been murmurs about HUL doing the same. So is the markets reaction justified or is it just another instance of the market over reacting?

Let’s take the royalty issue first. At 1.4 percent of sales there’s little doubt that the royalty the company was paying to its parent Unilever was abysmally low. Rival multinationals Nestle and Colgate Pamolive pay 3.4 and 4.4 percent of sales respectively to their global parents. But then these companies were very clearly Indian outposts of their global parents. Unlike HUL which has homegrown brands like Wheel and Lifebuoy they don’t have their own local brands. Their marketing efforts dovetail closely with their global parents’ and supply chain functions as one well-oiled global engine.

Now, HUL had till the late 1990s been largely independent of its global parent. Products were often made for India, sourcing was done locally and marketing campaigns were crafted here.

All that began to change a decade ago as Unilever began to centralize its functions. Marketing campaigns were often crafted in the Singapore regional headquarters. Supply chain was made a global function and arguably the company would have benefited hugely from being able to source large quantities on a global scale. Its research and development center in Bangalore became Unilever’s and HUL got access to Unilever’s innovation pipeline. In exchange for this the company will now have to pony up in excess of 2 percent of its turnover.

Most analysts that Forbes India spoke to say they don’t have a problem with HUL paying more to its parent. Instead they question the manner in which it was done and the timing. Some also said that it wasn’t clear what extra benefits the company would derive from this increase in royalty payment.

Let’s address the timing issue. Clearly, this could have been handled differently. While it would have been impossible for a listed company to have released market moving information selectively it could definitely prepared large investors for a change in royalty rates. (According to at least one analyst the company had called a select group in late December to apprise them of a slowdown in consumption demand. It could have signaled an increase in royalty payments then.)

What also peeved analysts was the lack of a clear rationale for increasing the royalty rates. As Nikhil Vora and Harit Kapoor of IDFC wrote in their report “Not only is the timing and ambiguity of the implementation debatable, but also such an increase caps the margin expansion potential in the next 3 years.” In deciding the quantum of the increase its unclear what parameters the board considered. In an analyst call HUL declined to provide a specific set of parameters that the board considered. Also, the government had liberalized royalty payment rules in 2010. Why did Unilever wait till 2013 to increase royalty? Also why is it being done in a tiered manner? As one analyst asked – if the services that Unilever is providing are worth so much then why not pay the full amount from today? Again, the management sidestepped the issue.

In 2010 when the country’s largest car maker, Maruti Suzuki increased royalty payments to Suzuki Motor Co. and there had been a similar protest by the analyst community. Just like HUL the company had declined to provide a rationale for the quantum of the increase to 5 percent of domestic sales and 8 percent of exports. But in a background chat company officials said that the amount was determined scientifically. They’d even looked at the number of man-hours Indian engineers spent in Suzuki headquarters in Hammamatsu, Japan in developing new models, the quantum of Indian designed components in a car and so on. And Mr. R C Bhargava, chairman, Maruti Suzuki had fought hard to keep the amount under check. But the official view was, “the stock will take a bit of a hit and life will get back to normal.”

In HUL’s case the company seems to have adopted a similar stance. Let the stock fall and life will get back to normal. Except that for HUL there is also a consumption slowdown that it has to contend with. A recent Credit Suisse Indian consumer survey showed that people were increasingly downtrading or buying cheaper consumer goods. Fewer people now want to buy smartphones and more want to buy an entry-level car as opposed to a mid-size automobile. HUL may just trend downwards for a while and that would be sad for a company that has seen a pretty spectacular turnaround in fortunes in the last four years.

Anand Kripalu, president India and south Asia, Mondelez International. Image courtesy: Getty Images

Kripalu who joined Cadbury India in 2005 as managing director, India has had his role changed several times. In 2008 he became president Asia for Cadbury. In February 2010 post the Cadbury acquisition by Kraft Foods became president south Asia and Indochina responsible for India, Thailand and Vietnam. In March 2012 Malaysia and Philippines were added to his list of countries.

As part of the current restructuring the company plans to have individual country heads for each of the BRIC markets, according to a company spokesperson. Kripalu’s reassignment is part of that wider change. He continues to report to Pradeep Pant, whose responsibilities have been enhanced to include eastern Europe, Middle East and Africa in addition to the Asia Pacific region that he was responsible for earlier.

The changes come at a time when Mondelez’s Indian subsidiary finds itself the subject of an excise evasion inquiry.Forbes India in an August 2012 storyhad reported how the company went about claiming excise exemptions for a factory in Baddi, Himachal Pradesh even though it was not entitled to them. The matter is still under investigation and the Directorate General of Central Excise Intelligence is expected to issue a show case notice in January. “The January 1 restructuring and the current excise inquiry are unrelated,” a company spokesperson said in an email.

Last year, the team at Café Coffee Day found itself in a peculiar bind. By all accounts their business had grown spectacularly – at 1,408 stores across the country it was by far the largest chain of coffee stores. They clearly had the most recognizable of all coffee brands and young people – college going teenagers and those with their first jobs – regularly visited their stores.

Or so it seemed.

So imagine their surprise when a survey showed that only 47 percent of their target customers in the 17-35 age bracket were keen to visit cafes. “This was a huge customer segment that we were weren’t reaching,” says K Ramakrishnan, president – marketing at Café Coffee Day. Clearly something needed to be done

Even more surprising was that 65 percent of people were willing to visit a quick service formats like McDonalds or Pizza Hut. Those who didn’t go to cafes believed they were expensive. Others said they didn’t have a partner to take there – so why bother going at all? There was a last set that said the café was a serious place where interviews and discussions took place.

On the other hand the competition was clearly winning. A McDonalds or Pizza Hut served affordable food and were fighting for the same pie of the customers’ wallet. They were working on various ways like say a Lunch Price Menu to attract customers through the day. With an eye on increasing bill values Café Coffee Day had also introduced an expanded food menu. But clearly the message hadn’t filtered through.

With a national presence and an expanded food offering in place, the team at Coffee Day decided to step outside their comfort zone and work on a medium they’d never worked with before – television.(Till now Coffee Day has spent very little on advertising. In fact, ad spend at the company is negative as it makes more money through in store advertising)

What emerged was the company’s first television campaign that encourages people to ‘Sit Down’. The catchy two minute commercial produced by CreativeLand Asia shows a bunch of youngsters sitting down and making plans with friends, discussing issues, cribbing about their pocket money and so on. Its broad overarching theme: everything can be resolved once you sit down and make the café your hangout spot.

The 2:22 minute clip is broken down into short 20 second clips that can be shown on television. The campaign will air on national television from December 8. Coffee Day’s aim is to make the Sit Down campaign as popular as its earlier tag line ‘A Lot Can Happen Over Coffee’. After viewing the clip over and over again one cant help think that this has the potential to become as popular as Airtel’s Har Ek Friend Zaroori Hota Hai ad as long as the company has a large budget. Café Coffee Day declined to comment on how much it is spending on the television ads.

In going with a catchy ad for the youth Café Coffee Day has for now chosen to take the eye off the other formats, Lounge and Square that appeal to a more well heeled customer. For instance, Café Coffee Day Square in Bangalore has rooms that can be booked for business meetings. Attracting this high paying customer is a whole new ballgame and Ramkrishnan admits there could be some brand dissonance there. That’s one issue the company is still figuring out.

Image Courtesy: Soumik Kar/ Outlook

Nisaba Godrej appears to have had her way again. Yet another top level appointment at the Godrej group has gone the way of a loyal confidant.

The news comes two days after GCPL announced a weak earnings report. An analyst who declined to be named citing company policy said, “It would be premature to link the two. Mahendran’s departure had been widely spoken about. What’s interesting is that Gambhir who lacks day-to-day operations experience has been chosen to succeed him.”

To long-time Godrej watchers the news is hardly a surprise. As we explained in our story in the 100 Richest Indians special edition, Godrej has in the last couple of years emerged as a likely candidate to succeed father Adi Godrej, 70, when he decides to step down. This despite the fact that at 34 she is ten years younger to sister Tanya Dubash. Brother Pirojsha, who took over as chief executive of Godrej Properties in January is seen as untested.

As president of human capital and innovation Nisa controls the all important human resources function. As a result, a number of senior level appointments in the company have her imprint on them. And importantly she has her father’s ear.

The acquisitions ensured that GCPL was able to grow both sales and profit at a brisk pace. In the last two years both sales and profits rose two and a half times to Rs 3,100 crore and Rs 604 crore respectively. The stock, which has doubled in the last one year to Rs 721 stuttered today on account of a weak earnings report announced on Saturday. It was down 5 percent to Rs 680.