Green Revolution- the Road Ahead

Green Revolution, the concept which made Punjab self-sufficient in food supply was one of the most successful initiatives in post-independent India. However, the success of this imitative was short-lived primarily due to the uncertainty looming largely over the complete agricultural sector. Insufficient supply of fertilizers, seeds, and pesticides, antiquated farming practices, declining yield and productivity, exploitative middle men, and un-remunerative prices to name a few, have clouded the success of the First Green Revolution in a big way. The next phase of agricultural development, euphemistically called the Second Green Revolution, will hinge on `Sustainable Agriculture'. With the advent of a ‘Corporate Culture’ in the agricultural sector, profitability is one of the most important elements of `sustainable agriculture'.

Role of Corporate Sector

It is widely considered that large-scale corporate agriculture is more effective than the present system of peasant farming. It is believed to greater efficiency, higher private investment and higher output, income and exports. The radically changing scenario in the agriculture sector after the liberalization of the economy has brought about greater market focus in the whole gamut of agricultural activities.

Second Green Revolution has brought about the changes in the farming methodology by introducing new technology to the agricultural sector. Riding this wind of change are the bigwigs of India Inc, from the Reliance Group to the Bhartis to the Mahindras, Godrejs and MNCs like PepsiCo. All of these major Corporate Houses have enormous resources at their disposal and who have the technical know-how to change the face of Indian agriculture.

More importantly, with their big-ticket investments, these entrepreneur-farmers are all set to change the fortunes of an industry that has consistently lagged the GDP growth for decades but still employs 67% of the country's population. The Corporate Houses are targeting at all aspects of this value chain – research and development, distribution of seeds, fertilizers and pesticides, enabling farmers to employ latest technologies, providing market information and credit facilities, contract farming, processing the produce, setting up cold chains and warehouses, transportation, retailing and exporting the produce. And they are throwing in big money in what is being described as the "farm-firm-fork" triangle by most experts.

Corporate farming, most experts acknowledge, could be the answer to India’s agricultural crisis. This is true because it involves high expertise from the Corporate Houses that have the capability to manage risks and sustain losses as compared to small farmers. The biggest positive aspect of this approach is that is provides an assurance to the farmers that their produce will be purchased on a later date at a pre-determined price. This spreads the loss, if any, across to the Corporate Houses, who are well-equipped to manage the losses arising out of market and weather conditions.

Contract Farming – Future of Green Revolution

The future success of Green Revolution depends on the proper implementation and end-to-end acceptance of Contract Farming. This will ensure that the corporate sector will build backward linkages between agricultural research and development with seed selection and variety evolution and forward linkages between processors, marketers, retail chain, exporters, and consumers. It will generate gainful employment in rural communities and a steady source of income at the individual farmer's level with assured prices and markets.

The seasonality associated with rural employment will be neutralized with round-the-year agriculture-related activities, which in turn will reduce migration from rural to urban areas. Eventually, the food production in the country would increase making India less dependent on imports in the food sector.

The corporate sector will ensure that the farmers are exposed to world class technology, which would lead to better output of agriculture produce. It will also ensure crop monitoring on a regular basis to avoid untoward incidents arising out of pests and other malice. Uninterrupted and regular flow of raw material and protection from fluctuations in market pricing will be some of the other benefits of contract farming.

Regulatory Framework – Assured Success

A regulatory framework should be in place for implementing contract farming so that farmers are not short-changed by the big Corporate Houses. On the other hand, Corporate Houses should be assured of a return on their huge investment as a large number of small farmers come into the picture thus increasing the risk factor. Also, there is no comprehensive and deregulated crop insurance scheme in the country to secure farmers or Corporate Houses from the losses incurred on farming as a result of natural disasters.

Implementing tax deductions on investments made in creating extended services for participating farmers linked to the procurement of output will create new opportunities in the farming sector. The comprehensive legislation should be put in place to decide whether or not it is permissible to procure agricultural produce directly from the farmers. Waiving-off taxes or duties on import of agricultural equipment in a registered contract-farming program would introduce new technologies to a larger mass of people in the country. Measures have to be taken to abolish all fees, taxes, cess duties, and levies on procurement by a registered contract-farming program.

The number of corporations-domestic and MNC-making a beeline for the agriculture sector is on the rise. Making the most out of this new trend would ensure success of the metamorphic Second Green Revolution in India.

e-Choupal – Setting in new trends

Of all the changes that have been part of this new green revolution, perhaps the one that has made the biggest difference to the lives of the smaller farmers has been the induction of information technology. It was tobacco major lTC's e-Choupal model that broke new ground in the early 2000s, showcasing the power of IT to the farmers. By delivering real-time information about market prices and customized knowledge and resolving the crop related problems of farmers through its IT kiosks and information database, it has managed to build tremendous equity among farmers across the country. In addition, the new storage and handling system offered as part of the initiative preserves the identity of different varieties right through "the farm gate to the dinner plate".

The globalization of trade along with the rising need of most food retailers in the country for high-speed transportation means the emergence of a huge market for companies that specialize in supply logistics. Many companies are sourcing millions of dollars worth of fruits and vegetables all the year round as the market is very lucrative.

Conclusion

There is a visible change in the approach of the farmers, policymakers, intermediaries in the agricultural process and all other stakeholders for ushering in the `Second Green Revolution'. However, only those corporations that are equipped with technology, management expertise and financial resources are willing to face the challenges of the `Second Green Revolution'. Addressing the challenges would mean introducing a comprehensive legislative measure to create a win-win situation for the farmers and the Corporate Houses.

National Agricultural Policy, which envisages a big role for private sector through contract farming is expected to accelerate the capital inflow, which will assure a market for crop production within a fixed timeframe.

• U Padma Shenoy
• Company Secretary

LAW FOR MERGER AND ACQUISITION- A CRITICAL REVIEW

Introduction

The recent years has seen a considerable increase in the Merger and Acquisition (M&A) activity across the Indian Corporate Sector. India Inc., has emerged as the most strategic market for M&A for foreign players at the same when Indian Corporate bigwigs are eyeing major players on a global level. At the end of the day India, Inc., stands to be the largest gainer.

The M&A activity in India is governed by numerous cumbersome laws and regulations that it leaves ample space for misinterpretation. Even the largest of the Investment Banks lives in the fear of that it might overlook one of the basic rules of compliance and attract negative coverage in the media.

Recently, the Indian Income Tax Act, 1961 entered the Guinness book of world records for registering maximum number of amendments. The amendments to the Income Tax Act, 1961 is so cumbersome and unclear that it leads to many interpretations. In one of the high-profile cases a local tribunal erred in interpreting the judicial decision of a higher court and as a result the company had to file and re-file the tax applications. In the meantime, the permissions granted by other regulatory authorities lapsed and the company had to repeat the exercise resulting in enormous wastage of time and money.

Cases such as the above actually keep out the foreign players from being the strategic players in the M&A activity in India. In India, the M&A activity takes approximately six to seven months to reach completion. The reason being the long list of compliance requirements, which calls for liaising with various regulatory bodies to complete the M&A activity.

Overview of the Regulations

A broad overview of such compliance requirements includes the following:

The Ministry of Corporate Affairs: Regulates compliance under the Companies Act, 1956. The Ministry is governed and still dwells into law that was enacted five decades earlier and maintains a long list of documents for every small change in the nature of company and its management.

Rules of Taxation: Draws the power from the Indian Income Tax Act, 1961. The slabs for taxing the capital gains and treatment for accounting entries during M&A are very complicated. Ensuring compliance with all the listed provisions, sub-clauses, and amendments is a Herculean task.

SEBI: Regulates the Indian Stock Markets and draws power from the SEBI Act to ensure proper functioning of the Stock market. Ketan Parekh made a fortune by cheating the investors in a big way under the nose of the very watchful SEBI. During M&A activity, it becomes extremely necessary for the participating companies to comply with the SEBI rules with considerable time being devoted to be safe from “intelligent” people like Harshad Mehta and Ketan Parekh.

Competition Commission: Took over the ‘traditional’ MRTP Commission but Competition Commission is still in the budding stages and is always the target for carrying out trial and error process in a move to ensure healthy competition in the Indian Corporate Sector.

FEMA: Enactment that regulates Foreign Exchange in India with FIPB and the RBI being the regulatory Authorities. The regulated cap for foreign investment is highly volatile. In a recent case, a medical equipment company of US wanted to set up its base in India. Mid-way through the process the company realized that it missed out on the long list of reserved items in the SSI category. The company intended to make equipments made of stainless steel for use in the dental clinic, which is a reserved item for SSI. The company applied for exemption and the Ministry is yet to respond

Indian Stamps Act: Compliance with act is a difficult task for foreign investors as each State has its own set of enactment for Stamp duties. The Stamp-duty regulations change at regular intervals and the companies have to assess the deal regularly to be safe for mistaken under-valued registration of the deal. In certain cases, there are huge differences in stamp value between two states within Indian Territory.

Apart from the ones discussed above, there are several Labour Laws, Sales Tax, Custom Duties, etc. that require clearance at every stage. And compliance with sector specific regulators such as TRAI for Telecom industry and IRDA for Insurance sector, add up to the woes.

Each regulating body has its own set of enactment and regulating rules that makes compliances a real nightmare. Each Ministry issues a Press Note/ circular or notification, which are not in tune with those issued by their other relevant Ministry. This increases the chances of landing in a situation where compliance to the notification from one Ministry might end-up in non-compliance to the notification from another Ministry. Additionally, there exists clarification or corrigendum, which complicates the issue further. The requirement for approval from High Courts in addition to the approval of stakeholders, make the complete M&A activity in India a long-thought process.

Cause and Comparison

The governing laws in India today were drafted during the early days of Independence when India was not even an industrial nation lest being the emerging economic super power. All the laws and regulations were drafted in line with the prevailing conditions during late 1940s with a vision up to the early 1960s. India Inc., has come a long-way during these years and has gone on to become one of the leading players in the global corporate sector. The sad part is that the “good old” governing law prevailing today proves to be obsolete in many cases with the base matrix having evolved long ago.

This is not to say that there are no such laws and regulations in other countries. The laws and regulations may be many but the time take to complete the process is very easy in developed countries such as the US or the UK and even in emerging super powers such as China and Japan. Most of the countries follow a single-window concept to provide all the necessary clearances. Also, any amendments to the law are made only after assessing the total impact on all other related laws.

The Indian Law mandates a waiting period of 210 days after the Merger plan is reported to the government before completing the deal as against the 30 day waiting period in the US. The US law also provides for reducing the waiting period if there are no competitive problems and the parties request an early termination; such a provision is not available in the Indian law.

Required Initiatives

J J Irani Committee Report proposed upgrading the Companies Act three years ago; however it is yet to see the light. There have been many instances where the Company Law is in conflict with the Listing Agreement and there is an urgent need to address such overlapping issues.

A single window clearance system can resolve many issues related to clearances from various authorities and a dedicated body to provide such service to M&A activity can help improve the situation. Further liberalization of Indian economy is required to ensure smooth transitions during M&A activity. This can be achieved by abolishing sectoral caps and approval of FIPB for share swap.

The most important thing required in this chaotic scenario is regularizing Stamp Duty slabs. A single slab for Stamp duty must be introduced to ensure uniformity in M&A transactions across all the States in the Indian Republic. Simplifying the tax procedures and reducing the tax incidence would attract more foreign investment.

The new Competition Law is not yet properly in place and all the regulators discuss is that the new law is sure to pose a threat to commerce in the country. The regulators have failed to introduce strong governing laws to bring India's M&A control regime in line with prevailing global trends.