Case Study

The numbers a company reports usually survive rarely survive a second look.

Most promoter-run companies have an accounts team, a CA and a banker. What they do not have is someone whose only job is to check the numbers before the outside world does. That is what a CFO Office is. This is what one quarter of a two-year mandate looked like.

Client
A Singapore-headquartered multinational. About 50 companies across around 20 countries.
Mandate
Run the CFO's office. Consolidation, MIS, debt raise, M&A, structuring, new initiatives, project costing, projections, budgets.
Duration
Ongoing. One to two years, partner-led.
Disclosure
Anonymised. Every figure is a ratio or a count. None identifies the client.
What a CFO Office engagement is. You do not hire a CFO. You retain Dissent to do what a CFO does: check the monthly numbers, get you ready for the bank, read every agreement before you sign it, and sit between you and the lawyers, auditors and consultants. Monthly retainer, partner on call. What it covers →
Sound familiar?
“My CA gives me the balance sheet in September. By then the year is over.”
“The bank asked for CMA data and a stock statement. It took us three weeks.”
“We did forty crore of business last year. I still cannot tell you which project made money.”
“The MIS comes on the 20th, and I do not trust it.”
“The customer sent a forty-page agreement. My lawyer said it was standard. I signed.”
“My money is stuck with debtors, and I am borrowing at 18% to cover it.”

The group in this case study was much larger than most of the companies we work with. The problems were exactly these. Bigger numbers, same problems.

10 / qtr
Pieces of work in one quarter of the mandate, shown here. Monthly accounts, group balances, three bank files, one stake sale, one share transfer, one government presentation, one customer contract, one appraisal system.
9
Claims removed from one bank presentation before it went to the bank. Each one would have been caught, and each one would have cost the loan.
249 → 44
Spellings in the books for 44 group companies. Until the names were fixed, the balances between companies could not be matched.
2.4×
What a loan quoted at 7.9% actually cost once the EMI structure, the fees and the margin money were counted.

A company that grew faster than its accounts

Companies grow the same way everywhere: a new branch, a new partner, a new company for a new line of business. The books follow. The checking does not. What is left is an accounts team that produces a number every month, and nobody who can say, cell by cell, where it came from. Then the company goes to a bank, a buyer, a government department or a large customer, and every one of them checks the numbers harder than the company ever has.

Figure 1 · One month's group accounts, as we received them
31 companies, one month. Each square is a company; red marks the problem.
21 / 31
Companies whose accounts were never tied back to the trial balance. The blank was reported as “no difference”. One of them carried most of the group's profit.
12 / 31
Companies that could not be checked at all: no standard pack, no trial balance, or neither. Among them the group's largest business.
8 / 31
Companies where the shareholding used in the accounts did not match the group's own structure chart.
The profit number on the front page did not survive a second look. Three cell ranges and one missing minority-interest calculation moved group profit by roughly three-quarters. The balances between group companies had never been cancelled out.

The accounts test. Send us one month's accounts. In five working days you get back a list of what is wrong, with cell references. No engagement letter for the first one.

Send one month

The problem is never the number that is wrong. It is the number nobody has checked.

Our job, in plain terms, is to be the one who checks first.

Five habits, one attitude

The attitude is an examiner's. Every number the company is about to show someone is treated as a number that person will check. So we check it first, inside, against the books. What holds up goes out. What does not is removed before anyone else finds it.

ICheck first, then write

Not one line of a bank presentation, an investor deck or a board note is written until the number behind it has been worked out again from the ledger, the job file or the government record. On one bank file this removed nine claims: a credit rating that belonged to a different company, shipments counted as invoices, a borrowing limit claimed without the debtor ageing to back it, a collection period that only looked good because the quarter had just started. Speaker notes were deleted from the file. Notes travel.

Our positionA number you cannot prove is a problem you have created for yourself. Be optimistic in the meeting, not in the file.

IIFix the names before the numbers

When two group companies owe each other money, the balances should match. They almost never do, and the usual reason is not the money: it is that each company spells the other's name differently, books it under a different account, in a different currency, and nobody has one list of who is who. So we build that list first, and the matching on top of it.

Step 0
One list of names
Every group company, once, with every spelling the books use for it. 249 spellings for 44 companies. This list is the thing the group did not have.
Step 1
One table of balances
One row for each company, each counterparty, each account, each currency. The only place the data lives.
Step 2
Match each pair
What A says B owes, against what B says it owes A. Zero means matched. If both say they are owed, someone has booked it backwards.
Step 3
The summary
Receivables, payables and net, all formulas over the table, so it updates itself.
Figure 2 · One report from the system versus eighteen spreadsheets from the branches
Same group, one month apart. Hollow marks: each company sent its own ageing. Filled marks: one report pulled from the accounting system for everyone.
0%50%100%Companies covered26%63%Both sides reported28%79%Differences with a name on them12%86%
18 spreadsheets from branches1 report from the system
Before, 88% of the unexplained money was “the other company has not sent its file”. After, 86% of it had a name on both sides and could be sorted out. One report replaced thirty-two spreadsheets.
Our positionAsk the system for one report. Do not ask thirty people for thirty files. 97% of the money owed between group companies was sitting in ordinary debtor and creditor accounts, not in the inter-company account. That is why nobody thought it was material. It was.

IIIFind the real cost, not the quoted one

Every loan, fee and deal term is taken apart until the actual cost is on paper. A loan quoted at 7.9% is worked out again on the amount you actually receive, then on the reducing balance, then with the fees, then with the margin money you had to park with the arranger (Figure 5). A success fee written as “30% of the proceeds” is written out as what it really is: a share of the company changing hands.

Figure 3 · A 30% success fee on a 74% stake, written out as ownership
The minority partner brings a buyer and asks for 30% of what the majority receives. At every price, the split is the same.
Owns
74%26%
Receives
51.8%48.2%
Majority partnerMinority partner, hatched
22.2% of the company changes hands for nothing, on top of his salary, on top of his 26%, on top of whatever the buyer separately offers him. The board note asked one question: would you sell 22.2% of the company to this person for free? The fee was renegotiated.

A success fee, a partner's exit agreement or an earn-out on the table? Send the draft before you countersign. We write it out as ownership and give you the one page for the board.

Send the draft
The same fee against what a professional deal-maker would charge
Mid-range price. Draft fee = 100.
Draft agreement, flat 30%
100
Tiered 10 / 7 / 5
27
Double Lehman
22
Flat 2.5%
8
Three to four times what an outside banker would charge, for someone who is already a shareholder, already runs the company, and already holds the files. An outsider's fee is the most such a person should get, not the least.

IVRead the agreement like a lawyer who works for nobody

Your lawyer negotiates for you. Before that, someone should read the document with no side at all and ask four plain questions. Does it actually do what it says? Do the clauses agree with each other? Is anything missing that should be there? Would it hold up in front of an auditor, the tax department, a liquidator or a court? Each problem is graded and ranked by how much it could cost, not by clause number. Then the lawyer is briefed with a list, instead of being handed forty pages.

Figure 4 · Problems found in one share transfer agreement, by question and grade
Eighteen pages, thirteen clauses. The drafting was neat. The structure was not.
Does it work?
7
Does it agree with itself?
8
What is missing?
13
Will it hold up?
4
Grade 1 · the agreement may not do what it saysGrade 2 · real risk or real ambiguityGrade 3 · tidy-up
Five grade-1 problems: one date doing three different jobs, a price with no fallback if the payment mechanism failed, a debt transfer that was not legally complete, promises given with no disclosure list, and an “arm's length” statement nobody could back. The redraft went from 13 clauses to 24, with six schedules.

One agreement, four questions. A share transfer, a family arrangement, a loan document or a customer contract gets the graded list before your lawyer's redline. Your lawyer is briefed, not left to discover.

Send the agreement

VTell them before they find out

Whoever produces the first reconciliation owns the number. Whoever discloses the related-party transaction decides how it is read. If the management accounts and the audited accounts tell two different stories, you raise it with the bank, with the explanation in hand. You do not let the bank find it in the first hour. Dates matter too: a document is dated the day it is signed, never a date that makes the sequence look different, and the effective date is stated openly.

Our positionA buyer who reads it in your disclosure treats it very differently from one who discovers it. In one stake sale, every rupee of loan the seller could prove was a rupee the buyer took over. Every rupee it could not prove was written off. The gap between the two was several times the share price, and it depended entirely on paperwork inside the seller's own office.

Going to a bank, a buyer or a government department in the next 90 days? The pre-submission check runs in the two weeks before the file leaves your office.

Book the two weeks

How a loan at 7.9% becomes a loan at 18.7%

A twelve-month unsecured loan, repaid in twelve equal EMIs, quoted at “7.9% of total repayments”. The quote is not a lie. It is worked out on the repayments rather than the principal, as a flat rate rather than a reducing one, and before the arranger's fee and the 10% margin money you must keep with the arranger for the whole year. Put each layer back and you get the number the board should see.

What the loan costs, per year, percent
One loan, every other term as offered.
051015207.90+0.68+6.90+0.9618.69As quotedOn moneyreceivedEMI, reducingbalanceArranger'sfeeMargin moneyparked · all-in
Three-quarters of the gap is the third step, which is just arithmetic, and it is the step nobody restates. Margin money kept with the arranger rather than the lender is security given to someone who is not lending you anything. We run this on every loan, fee and earn-out before it reaches the board.
Our positionNegotiate where the money is. Removing the margin money was worth nearly twice everything else put together. A negotiation that starts with the headline rate is negotiating the wrong number.

Term sheet expiring this week? The bridge takes a day. Send it with the repayment schedule before you sign.

Check my term sheet

Where the method was used

Each row was a live file with a deadline. The last column is where the same work applies to an Indian company, unchanged.

WorkWhat was wrongIIIIIIIVVApplies to
Monthly group accountsThe profit number did not survive a second look. Formula errors, missing minority interest, no cancelling of inter-company balances, blank reconciliations reported as nil.Any company adding up branches or group companies in Excel.
Balances between group companiesOwed money booked under hundreds of spellings; claims with no matching entry on the other side; both sides saying they were owed.Any family group with money moving between companies.
Bank limit enhancementBank presentation built on unchecked claims; books and MIS telling different stories; year-end entries never posted.Every CC/OD application and every limit enhancement.
First bank loan for a subsidiaryNo credit history; MSME eligibility window closing as the company grew; a parent guarantee would have cancelled the government cover.Any MSME taking its first bank facility under CGTMSE.
Fintech loan term sheetQuoted rate a fraction of the real cost; margin money with the arranger, not the lender; Companies Act lending limits triggered.Every NBFC or fintech term sheet.
Sale of a loss-making businessA “finder's fee” that was really a transfer of shares; three rounds of term sheet; bank guarantees to be released; loans worth several times the share price to be proved.Any partner exit; any sale of a division with group loans inside it.
Share transfer agreementA group template pointed at an outside party; one date doing three jobs; a price with no fallback.Any share transfer between family companies or to a partner.
Government investment presentationClaims ahead of evidence; land tenure still conditional; licences assumed; the company's strongest facts left out.Any subsidy, incentive, SEZ or state-government application.
Large customer's contractA goods-purchase template used for a service; unlimited liability for cargo; most-favoured-customer pricing with the right to audit our margin.Any supplier signing a big customer's standard agreement.
Accounts team appraisalAppraisals with nothing measurable behind them; the largest company in one manager's charge had nobody preparing its accounts.Any accounts team moving to performance-linked pay.

If one of these rows describes a file on your desk, that row is the engagement. Describe the file

Every piece of work comes back the same way

A method is only repeatable if what comes out has a fixed shape. Every row above came back as the same document, built so that a promoter with four minutes gets the decision and a promoter with forty gets the proof.

4 minthe decision
40 minthe proof, ranked, with cell references, clause numbers and government records
What a Dissent note looks likeFor decision · not for circulation
  1. 01The decision, first line. “Do not sign as drafted.” “Sign, with three changes.” “Fix three cells and reissue.”
  2. 02What the document really is. The one sentence that changes how you read everything else.
  3. 03Problems ranked by what they could cost, each with the exact reference and the rupee effect.
  4. 04What the other side will find, stated plainly, with the answer beside it.
  5. 05What to ask for, in order, with the value of each ask, so you know what to give up first.
  6. 06Who does what, by when. This week, this month, this quarter.
  7. 07[TBD] where we do not know. Never a guess dressed as a fact.
  8. 08Sources. Every number traceable. Working available on request.

What a CFO Office engagement covers

Six things a promoter needs a CFO for. Each one is a standing part of the retainer, and each one can start on its own.

Monthly numbers you can trust
MIS by the 10th, tied to the books. Every branch, every project, every company. A blank reconciliation is treated as a failed month, not a nil difference.
Ask about this
Working capital and the bank
CC/OD, CMA data, stock and debtor statements, limit enhancement, TReDS, CGTMSE. The file is checked before the banker sees it, and cheaper money is found where it exists.
Ask about this
Which project made money
Job-level and branch-level profit, after the costs that usually get left out. The answer to the question the MIS never answers.
Ask about this
Agreements before you sign
Customer contracts, loan documents, term sheets, partner agreements. The four questions, the graded list, the brief for your lawyer.
Ask about this
Deals and family arrangements
Stake sales, partner exits, transfers between family companies, joint ventures. The real cost written out, the sequence planned, the disclosure handled.
Ask about this
Sitting between you and the professionals
Your CA, your lawyer, your banker, your consultants. We brief them, read what they send back, and give you one page per issue. You stop translating.
Ask about this
Monthly retainer. Partner on call. The first month is the accounts test.
Scope letter in two working days. If we are not the right fit, we say so on the first call.
Request the scope letter

The tools we bring

Dissent is built to work with machines. Each tool below does the recomputation, the name-matching and the first read of a document; a partner supplies the judgement, the characterisation and the negotiating stance. You receive the result. We keep the tool, and it gets sharper with every client.

Accounts mapping engine
Habits I · II
Thousands of ledger codes mapped to one MIS format, financial years aligned, shareholdings held in one master list.
1,468 ledger pairs · 92% mapped exactly0 dropped
Group balances engine
Habit II
One name list, one table, matched pairs, live summary, from one report out of the accounting system. Extends to loans, dividends and directors' accounts.
32 spreadsheets → 1 report219 pairs → 29 confirmations under netting
Real-cost bridge
Habit III
Any loan, fee or earn-out worked out layer by layer to the true annual cost on your actual cash flows; every negotiating ask priced in basis points.
Agreement audit
Habit IV
Four questions, graded findings, a risk register, and a redraft structure with proper schedules and dates.
Pre-submission check
Habits I · V
Every claim in a bank, investor or government file tested against source before it goes; the hard questions answered in writing first.
Accounts team scorecard
Habit I
Eight measurable KPIs with fixed 1–5 thresholds, so the score does not depend on who is scoring.
<1.5 Unacceptable
1.5 Below
2.5 Acceptable
3.5 Good
4.5+ Excellent

Plainly

This is not an audit, and we do not sign one. It is not legal advice: we read the agreement and brief your lawyer, and your lawyer's word is final. It does not work if we are given summaries instead of the books; a check done on a summary repeats the summary's mistakes. And we take on fewer clients than we could, on purpose. The firm's rule applies here as everywhere: do less, and do it properly. Check the fit

Do less. Do it right. Then write it down so it runs again.

If you run a company, you do not have a CFO, and there is a number in your business nobody has checked, that is the engagement.

Send one month's accounts →

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