Professional Documents
Culture Documents
th
SECRET DIARY
of an entrepreneur Anniversary
V VA I DYA N AT H A N
F o u n d e r , C a p i t a l F i r s t
22 July 2016 / Outlook BUSINESS PHOTOGRAPH BY SOUMIK KAR Outlook BUSINESS / 22 July 2016
The day I cried the most When my mother passed away. I was
32, and she was 59
Toughest thing for an Is to believe things will work out, even when
entrepreneur empirically, the probability of success is low
K
that set me up later in my life. I was running the auto loan
y
am
M
at h
of ICICI Personal Financial Services (PFS). ICICI was then a
domestic financial institution (DFI) which under the leadership
of KV Kamath was diversifying into retail in 1999, led by
Shikha. I declined her offer initially. But six months later, in
November 1999, I again got a call, and met her at the Delhi
Airport when she came to speak at a conference. This time
around I decided to make the switch.
ICICI was a start-up in retail with few employees, and I
thought I could build the retail business ground up, and the possibility of writing your own rules, greatly
excited me. I wasn’t nervous though my seniors at Citi felt leaving a multinational bank was not a
great idea – not to deny that I was also getting a rather generous stock option package!
Meeting KV Kamath was an enriching episode as I found him almost regal in approach, and large-
hearted in his comments as he spoke positively about the future of consumer finance in the country. He
asked me how I plan to take on Citi where I was coming from. I told him, “That’s not a problem, I am
raring to go and can build a large consumer finance business”. Maybe, it struck a chord with him, I
don’t know.
But my boss at Citi was not giving up easily. He holed me up one night till 3 AM at the Taj Palace
Hotel explaining how an MNC bank, given the possibility of a global career, was better than ICICI! He
even advised me, genuinely though, that if ICICI were to shut down retail in a year or so, I’ll have to
come back to Citi. And that I would have to pay a career price for returning just like in the Indian
Airlines case, where the pilots had to come back at lower perks than before! But I thought I’m only 32,
sstake in a small firm. But my personal worth was not enough to start
a company of that size.
While such a thought was crossing my head, I bumped into Kishore
Biyani on a flight to Hyderabad and we got talking. He told me about
his group finance company Future Capital Holdings(FCH), whose co-
h
ppromoter had recently parted, and was headless for a year now. Aer
a brief talk, he popped the question whether I would take over the
lleadership there. I said I want an ownership stake and can’t take a job
aanywhere aer being at an institution. He said you are the owner, I
aam only an investor! It was a rather quick talk but he lived up to this
The f
Th four moods d of f
ttheme till the end. We agreed on a 10% equity sweat stake.
Buddha, just what FCH had a networth of #690 crore and was largely into wholesale
life is all about lending with subsidiaries in forex, broking, asset management and a
subsidiary NBFC. The stock price had come off from a steep 10X book
value in January 2008 at the time of listing (rose to #1,100 aer IPO at #765), and was quoting at around
1.1x (around #100) in wake of the global crisis. I also thought this was a fair valuation, as I would have
fetched the same valuation if I had started a new NBFC from scratch. Senior ICICI colleagues to whom I
spoke of my idea of leaving ICICI for this opportunity told me that many corporate restructurings were going
on in the group and there was a possibility that FCH could be on the block. I thanked them for the input
176 but told them if I stepped out and re-position this as a retail NBFC, I could raise #300 crore equity from
the market or a PE investor and ramp up the networth to #1,000 crore as a first step.
But the decision to cross over to a new path is an exceptionally difficult one. I had another 20 odd
years ahead of me in a board position of a large group by my estimate, as I had become the CEO of
ICICI Prudential Life Insurance. The fear of losing it all and becoming irrelevant, losing one’s voice, or
becoming nobody is the biggest fear to surmount when you leave a successful organisation. To put the
move in perspective, I was moving away from a retail book of over #130,000 crore and getting associated
with a #94 crore retail book! I said to myself if I pull this off, it will be the biggest of my lifetime.
Also I believe that it takes less than a year for your personal and professional brand equity to vanish
once you leave an organisation. How long will the people I meet say “he built the retail banking
business at ICICI Bank”? Not very long. They will shake hands but their next question will
be “So, what are you doing now?” I feel that is the challenge a professional donning
the role of an entrepreneur and starting small again, faces – that once you are off
the circuit, it doesn’t matter where you came from, what you built, what you
achieved, or what post you held. It’s soon history. No one has
time for you, Yeh Hai Mumbai Meri Jaan.
But it was a choice I had to make. I thought it’s going to
happen now or never. I also knew that before the winds in
my sails go off, I had to latch on to something – an equity
backing for my venture. I had already thought through and
practiced my line: “Financing the underserved, with benefit
of technolog y”. I had experience and age on my side – it was
s
’s
e t s t ough, t he re
e going g he
Whe n t h s s ur n
ing t han t
ore r e a
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warmt h o
love and
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your love
The ensuing two years were the toughest of my life because unexpected things happened. In the first
board meeting, the auditors insisted we consolidate the results of the loss-making 50:50 forex and retail
broking JVs. We told them it was a non-strategic JV and would resolve it soon. Fortunately, since we had
a common partner in both the JVs, we sold the stake in the forex venture back to the partner and, in
turn, bought them out from the retail broking business, which we later shut down. In due course, the
asset advisory business, too, was wound down. A subsidiary NBFC, which was not a capital efficient
structure, was merged in Feb 2011.
Even while working on the structural issues and complex JV counter-party negotiations, I had started
thinking of which new businesses need to be launched and was hiring accordingly. The idea was to mute
wholesale lending and use the NBFC to build new retail businesses. This way the proportion of the book
would change. Every Saturday, I would meet and interview people at the Four Seasons Club. I would
rigorously scribble plans on pieces of paper and excite the candidates. I hired some great professionals in
Apul Nayyar and Pradeep Natarajan among the many I met. Some other candidates from established
becoming tough. I knew the chairman of a bank very well but was finding it difficult to get an I knew I had to find a permanent solution to this quandary. I had already held multiple rounds of
appointment as he was genuinely busy. His secretary told me he is not available. I knew I had to talks (many rejections) with about 15 PE investors. It was sometime in January 2012, I woke up at 4
get him somehow. It was around 7 in the evening, I went to his office and instead of approaching AM, and was pacing around, I called my secretary early morning and asked her to book a flight ticket
his secretary, I went and sat in his car. Since I knew the driver, he couldn’t say “no” to me. When to Delhi despite having no meetings there. I just wanted to get out of Mumbai that day. I was hoping to
the chairman got in the car he was surprised to see me. He blurted in Tamil, “Vaidya, inga enna make some headway with a PE player in Delhi, whom I had met earlier and talks had been positive. On
pannara nee? (What are you doing?)” I replied, “Sir, please sit. I want to talk.” From his office to reaching Delhi, I texted him, but he replied that he was unavailable as he was attending a conference.
his home, I explained to him the context of why I needed funds for growth and disbursals. He said Through the day, I tried to see if I could get a foot in his door. It was
it would be difficult to lend me such a huge sum as it would need the managing committee’s (MC) nearing 5 pm and realising that I wouldn’t be able to meet him, I got to
approval. The MC was to meet in six days and I had to log in a proposal before the meeting. Luckily, the airport. I had checked-in and even cleared security, when I took
I knew the bank’s DGM, so I called him up, and also put our guy on the job that very night to get the a last chance and texted him again. He texted me back that we My possible
proposal ready. We managed to log our proposal in the system and could meet at 7.30 pm in Gurgaon. I was more than delighted, investors...
on the 25th
25 day we had the money! I tore my boarding card in happiness. Now the security Blackstone, Bain,
A large private
p sector bank (not the one I was associated wouldn’t let me out of the airport! I cajoled and made my ChrysCapital, KKR,
with) sanctioned a loan of #50 crore, when our
w way out, and rushed to Gurgaon. He was a warm host and Baring, Carlyle,
application was for #300 crore! That too at 13.5% served me sandwiches for dinner at his office. We had a General Atlantic,
for one year and only if we gave priority sector lengthy discussion and I told him of a similar securitisation deal TPG, APAX
loans as lien! That was too bitter a pill to swallow, with another bank. He was interested and was looking close to
we declined it. Another bank sanctioned #300 doing the deal. We had begun to talk what valuation might
crore,
c but for only a year. Our lending though was work for them or the sellers and whether I will co-invest. I
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86 for a longer tenure. I thought to myself who knows flew back hoping things would now work out. 187
what the funding lines and liquidity will look a A few days later, I was on another trip to Delhi, looking to seal a similar securitisation deal with a
year from now if we did not get an investor. I Delhi-based bank on 7th March 2012. Call it serendipity or luck, the person sitting next to me on my
was clear that I won’t take an asset-liability return flight turned out to be a gentleman by the name of Narendra Ostawal from Warburg Pincus. In
mismatch risk because I know what kills an two hours we went over the model, I told him what I was looking for and that I had held discussions
organisation is not lack of profitability, it is with many firms. As things turned out, Ostawal and the India co-head Vishal Mahadevia came and
drying up of liquidity! So, I asked the treasury met me a few days later. I told the Warburg team that the existing promoter was seeking a higher price,
team not to go ahead. They were devastated for a premium to-the-then traded price of #100-120. I assured them that the model we are building is so
they had worked hard on the deal. We didn’t grow unique, they will get their desired return and more even if they pay a big premium. Thank fully, they
that quarter, had to cut disbursals and even withdrew line of credit to wholesale borrowers. But this thought the same way and were not finick y, and believed in the numbers. We had developed a unique
discipline of not taking asset-liability mismatches was key to our success at a later date when things got algorithm-based lending model between 2010 and 2012, and we were super bullish that we could build
tough. “Never run out of cash” is a line I have kept close to my chest. a #25,000-crore loan book in five to six years from scratch if only
But I knew I had to find a more sustainable way of sourcing funds and that adventurism Narendra Ostawal... they could spare the money that I needed!
wouldn’t work all the time. That’s when we created a “business model” when we first sealed a from co-passenger With them, I felt there was a real chance of a deal. So I trusted
deal with a public sector bank. I knew we had the capability to originate, collect, and manage a them and told them the issue facing FCH. “There is this one big issue
to board member
loan, so I approached the bank and told them you have a problem lending to our company but we have,” I revealed. I was accounting for sell-down income upfront,
you shouldn’t have a problem lending to a genuine borrower. So, we would originate the loan and which should ideally be booked over the life of the loan. Basically,
pass it on to the bank…it was a refinancing model. The bank saw merit in the approach and we when we were originating and selling loans, we were booking the
ended up selling a #300 crore loan book to the bank. In hindsight, it was one of the best decisions interest rate differential as profit. Secondly, there were businesses,
that we had taken in the business as we managed to raise #2,000 crore in cash through such an which I accepted were loss making, but said these would turn around
arrangement by March 2012. over time. The outcome could have been different and the deal could
But the bigger problem of arranging a buyer and to conclude a buyout was still to be fixed. have fallen through but that was not to be.
At a charity
gala
...Inspired by
my I don’t claim I have built a great institution yet. But what we have
all-time favour built cannot be stopped now. There are no pressing challenges now
it e
S te vie Wonde …there’s equity backing, a long list of investors, credit quality is
r
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88 I also assured the Warburg team that there could be ups and downs in the business, but they would great, and funds are flowing. Capital First just crossed the #5,000 189
not see our company slipping an inch on corporate governance. I knew for an investor sitting in London crore m-cap mark -- from just #790 crore on March 31, 2012, the
and the US, this would always be a worry. What I liked about the deal was WP’s trust is us… they financial year prior to the deal. We are 1,400 employees strong…we
agreed on a tentative price first even before doing the due diligence. They agreed to pay #162 a share, a have a loan book of #16,000 crore of which retail is over #13,000
significant premium over the-then prevailing market price. crore, which was just #90 crore five years back…we have 2.2 million
The way Kishore Biyani conducted himself during the buyout was exemplary. He never interfered or asked customers. What was a seed concept is now a reality. It’s a joy that’s
me which PEs I was meeting. Our understanding was that if I could bring anyone to the table, he would seal difficult to express.
the deal. He’s a man of few words. He moved in an uncomplicated and graceful way to close the deal. I believe entrepreneurship is all in the mind. People can have a
It was a big moment for me. It was much later aer the deal that Deepak Parekh revealed that they small stake and feel completely committed and some can have a
had called him for a reference check and he had told them: “See what he has built at ICICI. If you want majority stake and still feel aloof. Entrepreneurs have no choice, they
to back one person in the country, back him.” What also made the moment special was KV Kamath’s can’t quit. Hence, I feel failure can’t be a part of an entrepreneur’s
touching gesture when we met. I told him that I had finally managed to emerge from the shadows by DNA. A lot of people are dependent on you - your employees, your
getting the backing of PE giant Warburg Pincus. That’s when Mr Kamath did the unexpected – he got investors, your family and, more importantly, your own hopes and
up, removed the blue tie that he was wearing, folded it, gave it me and gave me a light hug and a pat aspirations, and the next generation of aspiring entrepreneurs.
on the back. Since then, till date, I sparingly wear it…lest it fade…it means a lot to me. I am not chasing money, and as a family we don’t believe in
They say the last mile is the longest…in our case we had to get approvals from FIPB for FDI, RBI Forex inheritance. I want to build a unique institution in a unique space.
department, RBI inspection department, the Forward Markets Commission, and each had dependencies It’s not one man’s job for sure and the whole team, which believes in
on each other. We had a deadline of September 30 under some approval conditions, and the funds were the vision, builds it. And as Stevie Wonder’s beautiful song goes so
received on 29th September 2012! It was that close. does mine:
It was a new beginning as Capital First was born… in less than two years we had a new brand, new Like a long lonely stream
set of shareholders, new board, and new retail businesses. A moment that I will cherish as the team I keep runnin’ towards a dream
had a great time picking and choosing the final look and feel of what was to be their institution… Movin’ on, movin’ on b