Walls of Silence

by Walls Of Silence Free(Lit)

  Raj went out of the room to organize tea and came back followed by a vision in a red sari carrying a tray laden with cups and Hobnob cookies.

  Raj picked up one of the cookies. “English. I thought you would like them.”

  “Do you live in central Bombay, Raj?” I asked.

  “In a chawl, sir.”

  “What’s that?”

  “Accommodation for people like me, sir. In town. Very convenient. But I’m saving for something better and soon will have it. Mr. Askari is very generous, you see.”

  Yeah, like Ebenezer was.

  “How long have you worked for Askari & Co.?”

  He paused, like he was counting the years. “Since I left school. My parents had died long before and he took me to his bosoms.”

  He started to reach into his breast pocket for something, but seemed to change his mind and withdrew his hand empty. “My sister too,” he said. “Mr. Askari paid for her education at a fine school in Bombay and then arranged for her to go to America to finish her education.”

  I guessed he had a picture of his sister in his wallet, but had second thoughts about showing me.

  “Thatisgenerous. Why did he do that?”

  Raj seemed taken aback. “Because Mr. Askari is a good man. He helps people, many people.” He wasn’t impressed with my apparent cynicism, my belief that the world’s agenda was not primarily for the mutual benefit of its inhabitants.

  I wanted to appear interested, I’d insulted enough people for one day. “What’s your sister called?”

  “Preeti.”

  Great name and I told him so.

  His eyes were as forlorn as a spaniel’s. “But she is in America and it makes me sad. I have no other family.”

  “Why don’t you join her? Plenty make the jump from here.”

  Raj toyed with a file. “Mr. Askari needs me here.”

  Another hour passed. Five more files, all clean as a whistle. A few desultory points to raise. These people could teach an international law firm and a major investment bank a thing or two.

  Raj let out an enormous yawn and scratched his stomach. The guy had good reason to be tired if he had put all this together. “More tea?” he asked. I echoed his yawn and nodded.

  His raisin eyes narrowed and he smiled impishly. “A beer maybe?”

  “How decadent. Why not?”

  “Kingfisher or Kalyani Black Label? Or perhaps I can find some Heineken.”

  “Kingfisher.” As my mother had tossed in her mogadon-induced sleep I had sat at the end of the bed in our squalid hotel room, swigging Kingfisher. I’d just come back from the mortuary and hated everyone and everything. Except her. And the beer, ice-cold and indiscriminate in whom it pleasured.

  Raj started to leave the room.

  I halted him.

  “Do you want some money for the beer?” I asked. Beer was expensive, taxed to kingdom come by the spoilsports in government. I was on an expense account.

  Raj was solemn. “I am treating you, sir.”

  “Thanks,” I said. “And my name is Fin.”

  Raj grinned and left the room.

  I dragged another file toward me. The label saidQuestion 18: Material Contracts.No doubt another six inches of perfection. This was getting tedious; these bastards had no sense of fun. There was nothing to whet the jaded palate of a forensically minded attorney.

  Material contracts were supposed to be agreements outside the normal course of business, deals that should be highlighted to a prospective purchaser as they might contain something unusual. These looked pretty pedestrian: a few expired joint ventures, a sponsorship agreement for a cricket tournament, some fairly juicy incentive packages for senior employees. And the last one: an order-routing agreement, a deal whereby a number of parties had promised to put all their stock purchases through Ketan Securities in return for certain favors. Risky in India, but probablynot fatally so. And one couldn’t get too hung up on the odd gray area. Still, it was something I could ask about.

  Unlike the other documents, this agreement had a messed-up front cover, as if something had gotten onto the photocopier glass and smudged badly.

  At the foot of the page I could see a small swirl of gray smudge and at its edge the letterA.About half an inch away, there was another distorted letter, maybe ani.

  I realized something. Idiot. Why hadn’t had I seen it earlier?

  Legal agreements normally had the name of the law firm that drafted them written on the front. I flicked back through the Material Contracts file. None of the documents referred to their draftsman.

  Liquid Paper, Snopake, Wite-Out. The smudge was undried masking fluid. The person copying, probably Raj, had gotten careless and hadn’t waited for the stuff to harden.

  Who would have been the lawyers? They should have been Jaiwalla & Company or their predecessors. But common sense told me that the smudged name was Askari & Co. I didn’t know of any other Indian law firms with anAandijuxtaposed in this way. I looked at the date of the agreement: a few months old. Askari should have told us they’d acted for Ketan Securities so recently. The potential for a conflict of interest was huge. Maybe Askarihadtold us or, rather, Charles Mendip, and Charles had waved it through. But Carol didn’t know, I was sure. She would have said.

  And somebody was sensitive about who was whose lawyer and when. Why else white-out their identity?

  Raj came back, weighed down by a large, clinking paper bag.

  He took out two bottles and rifled through his pockets until his hand emerged with a bottle opener.

  He waved the opener in the air. “Bloody brilliant Boy Scout, Fin.”

  I applauded and shoved Material Contracts out of the way.

  “How many bottles have you got there, Raj?”

  He adopted an air of secrecy and tapped his nose. “Enough for present needs.”

  The beer was good and Raj was on his second before I was even halfway through my first. I wasn’t going to get drunk, but Raj couldget smashed out of his skull for all I cared; in fact it might suit me.

  I waited for him to start his third bottle. “If I needed to study a document back at the hotel tonight, could I take it, as long as it was returned tomorrow morning?”

  Raj tried to look grave; but the froth on the end of his mustache, like cuckoo spit on grass, mocked the effort. “I have been told to knock the bloody block off anyone who messes with the data room.” He paused and grinned. “In your case I would ask you politely not to.”

  If I wanted a private viewing, I’d need to make my own arrangements.

  I reimmersed myself in the files, making sure I studied every line carefully. I was interested in the order-routing agreement, but I left it alone; I didn’t want Raj to think I was intrigued by it. He was there more to watch me than help me. After all, he’d put most of the stuff together so there was little else for him to do except swill beer and answer any questions.

  I looked at the accounts again. Normally it was the fine print that interested the attorney, the notes to the profit and loss account or the balance sheet, where, on a good day, one could spot cracks in the superstructure. But with the sign-off from reputable auditors and some cute window dressing, it was usually pretty difficult to get one’s fingers in the cracks.

  I left the fine print alone. I went straight to the headline of the profit and loss account. Turnover was big. The profit was also big and had been so for a number of years. The results were good by any standards. This was a valuable business. More valuable than appeared at first sight because the accounts deducted some large amounts for exceptional items, which brought the profit down. Add those exceptional items back in and it looked like Jefferson Trust was getting the business for a song.

  I checked around the exceptional items—this time I had to refer to the fine print. They looked real enough, but when I mixed my smattering of accounting knowledge with a healthy dose of skepticism, I reckoned the exceptional items were a sign of someone trying to keep their reported profits artificially
low. Possibly for the taxman, possibly for another reason.

  I cross-checked by scanning the working-capital statement settingout the cash flow for the business. Huge. And plenty of headroom between cash and bank facilities and the needs of the business, the acid test of good working capital.

  Another couple of hours didn’t provide any further insights, even with my antennae set to max sensitivity. On the face of it, Jefferson Trust was doing a cracking deal. But I reckoned this brokerage had two faces.

  I yawned.

  I needed to get outside. It would be hot and sticky, but I wanted air, not AC. And I wanted the order-routing agreement to myself.

  “Can we take a break?” I asked.

  “Sure. No problem. What would you like to do?”

  Raj was on his sixth beer. He looked relaxed. It was probably the first decent down time he’d had in a good few days. But, Christ, didn’t the guy need to piss? Six beers. He was a camel. And I wanted him out of the room.

  I faked a sneeze. And another—just enough to justify the request for some tissues.

  Raj got up and went to the door. “I will get you some.”

  “Thanks,” I said. “I’ll think of somewhere to go while you’re out. No hurry.”

  As soon as he’d left the room, I grabbed the Material Contracts file and flipped it over to the last document, the order-routing agreement. I removed it from the clip and was going to take it over to my briefcase when the door opened.

  It was Raj. “Is toilet paper acceptable? There are no paper tissues in the gentleman’s.”

  Toilet paper would be perfect, given I’d nearly shit myself.

  I casually leafed through the agreement for a moment before answering. “Sure.”

  He disappeared again, but I wasn’t going to risk his coming straight back to ask if I wanted pink or blue.

  I stuffed the agreement down my trousers.

  Where could I go for an afternoon diversion?

  Did I dare? Would I ever bereadyto dare? I doubted it. My mother had never spoken in detail of her visit to the Towers of Silence. But she had dared, had braved it within three days of myfather’s dying there. She had slipped away from our squalid bedroom and made the pilgrimage, returning a few hours later looking like she’d left most of her soul in the place.

  Raj came back with an entire toilet roll. “It is the air conditioning getting into the nasal passages. I expect you will be sneezing a lot.”

  I wondered if I’d condemned myself to sneezing fits at five-minute intervals to maintain the subterfuge.

  “Can I borrow the car and driver and go somewhere?”

  “Certainly, Fin.” The words were positive, but he sounded coy. “Where is it you would like to go?”

  When my mother had returned to our hotel from the Towers of Silence, she told me that it had sucked her dry and that she had then needed to go to a good place, a simple place, an antidote to the Towers. She wanted something less spiritual, more grounded in noble earthly endeavor. She said she’d found the very spot and that it had given back some of her soul.

  “Versova,” I said. “I want to see the fisherfolk at Versova.” A pure trade, my mother had said, fishing; a view inherited from my father, who maintained that fishing and waiting tables were the only two honest occupations.

  Raj looked surprised. “A strange destination. Why not the Elephanta Caves or the museums, or I can take you out to Kanheri Park or show you a film studio?”

  I didn’t want his guidebook. I knew where I wanted to go.

  “Versova,” I said, rather too firmly.

  “Very well,” Raj said. The smile was back. It seemed that I would have to try harder if I wanted to offend him. “I will call the driver to ready him. He will take the most direct route, most assuredly. He is a very good driver.”

  I didn’t want a direct route. “There’s somewhere else I’d like to visit on the way.”

  “That is no problem. Where?”

  I couldn’t say it. Shame? The need for privacy?

  “The Hanging Gardens.” A stone’s throw from the Towers, a short walk.

  Raj gave me a strange look, as if sensing a hidden agenda.“Okay,” he said, sticking the bag of beer and the dead bottles into an empty storage box.

  I couldn’t go sightseeing with an order-routing agreement stuffed down my pants. “I’ll need to go back to the hotel and change first.”

  Raj shoved the box under the table. “There, safe as a sound.” He stood. “I will wait in the car while you change. Then it shall be the Hanging Gardens and Versova, my friend.”

  This was supposed to be a solo pilgrimage. “Are you coming with me?”

  “My heavens, of course. What kind of host do you take me to be?”

  I wasn’t ready to insult the only person in Bombay who seemed to like me.

  “That’s great. Thanks,” I said.

  He gave me a slap on the back. “We go.” I let him lead the way, not wishing to betray my ungainly waddle with the order-routing agreement bracing my midriff.

  I called Carol’s room when I got back to the hotel. I didn’t expect her to be there. But she was.

  “How’s it going?” I asked.

  “Great.” The voice was hard.

  I heard a beep. “What was that?”

  “A heart monitor. I’m going to do some exercise.”

  “Not thinking of jogging around the block, are you? I’m not sure that Bombay’s ready for that.”

  An icy silence.

  “They have a gym,” she said at last. “I’m going to ride the bike before dinner.”

  This was ridiculous. I felt as if I was cold-calling someone chosen at random from the phone book. I needed to clear the air.

  “Hey, I don’t know what happened in the meeting. Wires got crossed or something.”

  “They thought you were patronizing and they didn’t like it. I didn’t like it either.” I guessed it was the voice she used to converse with attorneys on the other side of a deal, attorneys for whom she had a low regard.

  “Come on, it wasn’t like that,” I said. “I respect these people. I wouldn’t set out to insult them.” It was like they’d been waiting for me to leave a gap through which they could snatch an insult and be offended by it.

  “Just like you respect their soppy musicals.” I remembered my comment about Bollywood. She had a good memory when it suited.

  “That wasn’t patronizing either,” I said.

  “You should look it up in a dictionary. You seem to have lost touch with the meaning of the word.”

  “They were determined to have me insult them.”

  “For Christ’s sake, Fin. That’s bullshit. You should stop looking around corners, expecting the bogeyman to jump you.”

  “What about Ernie Monks and JJ?” I remembered the look on her face as she’d stared out into the center of the Cuxa Cloister. “They were your bogeymen up at the Cloisters.”

  “Shadows, Fin. And whatever JJ may have done, he knew a good deal when he saw one, and he knew how to put it together.”

  “Like the deal he put together for me with Delaware Loan?”

  Carol paused. “I told you I would go to the police if you wanted. The offer still stands. Is that what you want?”

  No. I just wanted Carol back. It looked like I might have to wait a while. “Let’s leave things the way they are.”

  “Then just calm down.” Her voice had softened. “I know it can’t be easy, what with your father; but you won’t gain anything by alienating everybody. They’re pissed with you, don’t piss them off anymore.”

  “Okay,” I said.

  “They showed me their operation.” She actually sounded cheerful. “It’s pretty impressive.”

  “Are we talking the appendix? Or the heart bypass?”

  “Yeah, yeah, very funny,” she said. “Behind the crazy front of that building, away from the hallways, they’ve got a state-of-the-art trading floor and fantastic space for their analysts. Then there’s a small are
a for investment banking. All cordoned off nicely, so no trouble with ethical walls. It’s a very professional setup. And buzzing. The client base is superb; it’s a great franchise. I can see why JJ was attracted to them.”

  “Good value for fifty million, then?”

  “Uh-huh, I reckon.”

  “Perhaps a little too good?”

  Carol sounded irritated. “What are you driving at?”

  “Think about it. The foreigners bought most of the stockbrokerages years ago, paid a big premium for them. Ketan Securities stays untouched. Maybe they wanted to keep their independence, whatever. But now they’re selling. The last quality item on the shelf—you would have thought they could command top dollar.”

  “When did you become an investment banker?”

  “When I learned to divide a purchase price by the current year’s profit before interest and tax.”

  Carol clicked her tongue. “I know what a price earnings ratio is, you jerk. Don’t start patronizingme.”

  “Well, what is it?” I asked. “The PE. For Ketan Securities, I mean.”

  I thought I could hear her brain whirring. “A ratio of around ten, ten and a half,” she said. Near enough.

  “Now extract the exceptional items,” I said.

  “Shit, Fin. I don’t have the file in front of me and I don’t keep exceptional items in my head.”

  “After exceptionals,” I said, “the price earnings ratio comes down to five. Who says lawyers can’t count? Anyway, the going rate would be more like fifteen going on twenty. Even without accounting for the exceptionals, it’s a great deal for Jefferson Trust. With them, it’s a bloody steal. You’re right, JJ knew a good deal when he saw one.”

  “So Clay & Westminster are going to advise Jefferson Trust not to do the deal because it’s too good. Great.”

  “You know that a purchase at an undervalue should make you suspicious. It’s a red flag. You’re an international securities lawyer, one of the best. I shouldn’t have to spell it out.”

  Carol hesitated. “A good deal doesn’t mean undervalue.” There was doubt in her voice. “I guess I was surprised they turned out to be so good. But their future earnings, they’re worried about them, we’re worried about them. And remember, Mr. Investment Banker, you buy a business on prospective earnings, not past ones.”