Conducted several business and financial valuations under various accepted methods of valuation and determining a range of fair value for the purpose of internal structuring, potential buyouts and sell-outs. The process involved discussions with the client to understand their objectives and later assistance in negotiations
Due Diligence
Conducted due diligence of various Indian companies for the purpose of acquisition or Joint venture. The process involved a complete verification of the financial and legal status of the target companies and highlight risks which could materially effect the transaction. A few examples are as under:
Credit Worthiness Studies - Conducted credit worthiness checks on potential Indian partners for the automobile ancillary business. This involved reporting beyond 'balance sheet' items such as market reputation and credibility, financial stability, customer satisfaction and key attributes of the management style.
Financial Due Diligence - Carried out a study of the various laws, regulations and financial strategies of a public listed company which planned to de-merge certain parts of their business units. This process also involved valuing the current business for the purpose of exchange of shares in the de-merged companies.
Corporate Law - Carried out legal due diligence of an Indian company, which was to be acquired by a Japanese company in the optical fiber cable business. Subsequently undertook to prepare legal documentation relating to proposed joint venture and technology licensing between the two companies.
Transaction Structuring / Restructuring
Provided inputs on the strategy and structure of the transactions along with a key risk assessment of the proposed ventures. We assisted in handling the multiple aspects of the transactions including financial modeling, valuation, due diligence, and preparing a term sheet to address issues on shareholding pattern, board representation, management control, funding options, synergies with potential partners, arms length transactions etc. Finally, drafted shareholders agreement, share purchase agreement or any other legal agreement required for the transaction together with professionally qualified lawyers.
Assisted a large media company to restructure its business operations in India. We proposed a structure based on the strategic intent and operational objectives highlighting various Regulatory Matters i.e. direct and indirect taxes, company law and Reserve Bank of India guidelines, accounting matters, capital structuring, repatriation of profits and payments permissible. A valuation exercise was also undertaken to determine the ratios in which shares would need to be exchanged to enable implementation of the proposed structure.
Transaction Risk Analysis
We were engaged by the Venture Funder to an IT related company to carry out a transaction risk analysis and comment on utilisation of funds. We identified serious risk of exposure to operations arising through non-compliance with statutory requirements and various instances of non-effective utilisation of funds and provided a more tax efficient mode of cross border investment. Our study concluded with a 6 months action plan for turnaround.
Evaluation
Carried out several post evaluation studies, one of which was at the behest of the Japanese government through their embassy in India. This evaluation involved a 1000 MW power plant (the first in India) set up with the aid of Japanese government funding and required reporting on various aspects of the project from planning, efficient utilization of resources, time management to sustainability of the project.
Assisted a French lifestyle company in their unique India business model and thereafter implementing the same model and setting up a subsidiary company.
Assisted a Japanese auto component company in identifying land to construct a factory in India. Negotiated with the land authorities, identified and obtained necessary environmental clearances.
Assisted an Australian company, in business of audio and visual guide, to conceptualise and implement their India entry plans.
Feasibility Study
Conducted financial feasibility studies for various companies for setting up their operations in India. We also conducted risk analysis, advised on investment structuring, and provided assistance throughout the set up stage.
Study undertaken to analyse the feasibility of setting up a pharmaceutical unit for anti-anemic formulations in India. An in-depth market study was undertaken with the aim to capture the market. Since there were no realistic figures available, we bridged the gap by obtaining qualitative data from the pharmaceutical sector/ trade and supplemented it with quantifiable secondary data.
Analysed feasibility of setting up a technical training centre for the Netherlands Embassy, which acted on behalf of an EU client interested in tying up with a maritime institute in India.
Undertook feasibility study for an Indian three-wheeler-manufacturing unit for shifting the manufacturing facility to another state.
Financial feasibility study done for a Japanese company interested in setting up a manufacturing unit for catalytic converters.
Joint Venture Partners and Business Negotiations
Short listed potential business partners for various companies, assisted in finalising on the partner and negotiating with the potential partner on various business and financial matters, drafting of legal documents and obtaining necessary government approvals. A few examples are as under:
Assisted several companies in their negotiations with the potential partner for acquiring a stake.
Assisted a Japanese advertising agency in their negotiations with an Indian partner for setting up a joint venture company.
Undertook commercial planning for a Japanese company taking up renovation and modernization of an existing power plant. We reviewed and analysed the complete commercial part of the contract and were part of the negotiations.
Conducted several partner searches for various organisations, whereby assisted them in identifying business partners viz distributors, retailers, manufacturers etc for their products. A few examples are as under:
Short listed potential business partners for a Japanese auto ancillary company, assisted in finalising the partner, negotiating with the Indian partner on various business and financial matters, drafting of legal documents and obtaining necessary government approvals.
Carried out partner search for 35 Spanish companies as part of a special forum organised by the Spanish Institute of Foreign Trade (an undertaking of the Spanish government) during the largest Engineering Trade Fair (IETF 2001) held in New Delhi, India. This involved nationwide search and short listing of companies that would match the profile and interests of the Spanish companies. This team has later been offered to host delegation visiting from UK, Switzerland, Israel, Mexico, etc.
Identified contract manufacturers on behalf of a US based MNC dealing in FMCG. The search was conducted in two states of India for availing tax and fiscal incentives.
Assisted an Indian auto ancillary company in developing their vision statement and assisted them in identifying a suitable technical and financial partner.
Identified distributors in major cities of India for a foreign manufacturer of electronic products.
Market Research
Have conducted several market researches as per the client requirements. A few examples are as under:
Conducted a detailed study for estimating demand of premium quality taps and faucets in India for a Swiss company. It was a category research and analysis that factored in various players and market shares, channels of distribution and possible entry routes. Both primary and secondary data tools were employed including the influence of government policies.
Undertook study for a leading international fast food brand to identify key factor to optimise logistics and rework the supply chain process.
Industry Study
Prepared industry reports for various sectors viz. pharmaceutical, chemical & petrochemical, consumer durable & electronics, automobiles & auto ancillaries, coal & mineral, oil & gas, power, telecom, iron & steel, retailing & distribution sector. The studies covered government policy framework, installed capacities, demand and supply, future projections, market movement and financial positions of various players.
Pre-Launch Study
Evaluated the acceptability and potential for new products. The techniques employed one-to-one interaction with the select targeted respondents within defined socio-economic classes at respective geographic locations across India.
Undertook market analysis and forecasting for a new food product to be launched for a French company. The scope covered production patterns, demand estimation, supply sources & analysis, character of competition and identifying access points for new entrants.
Undertook a Concept Study to identify the perception and acceptability of Indian consumers towards Soya based meat substitute.
Socio-Economic Study
We have undertaken various social-economic studies, a few of which are listed as under:
Assessed the impact and effectiveness of the various developmental programs carried out by Government of India. These programs offer solutions for alleviating rural poverty and providing basic needs of drinking water, sanitation and health.
A Common Rating Mechanism was designed for Non Government Organisations (NGOs) for grading their operations in order to help the funding agencies/ donors to evaluate the performance of the various NGOs.
A comprehensive survey was conducted on various motorized vehicles to derive vehicle operating cost, effect of road condition on speed of vehicles, evaluation of monetary value of passenger time and over all impact of those conditions on the economy. Ministry of Surface Transport, Government of India and Asian Development Bank sponsored the study.
Human Resource
Assisted a German Information Technology client in identifying and short listing candidates for their East European Operations.
A German media company had overlooked certain compliance requirements in the past and engaged us to carry out a detailed analysis. We identified possible risk of exposure to interest and penalty under India direct tax laws. Thereafter through focused tax research, found areas of efficient tax planning which resulted in net savings in cash flows and were equally acceptable to the Indian tax authorities.
Provided tax advisory to a UK based Telecom Company in respect of their expatriates posted to India, a service routinely provided to various expatriates from USA, Europe and Asia.
Advisory
Advised a leading garment company in India on VAT related issues.
We handled complex income tax issues connected with 80HHC and 80IB for one of our clients, resulting in a huge amount of income-tax refund.
Routinely guide India based expatriates in their tax structuring, registration and all compliances under the Indian tax laws.
A USA based technology company had a Liaison office in India. While carrying out work in India, they had over-stepped the allowed parameter of activities in India, which brought them within ambit of becoming a Permanent Establishment. We have assisted them in all planning and representation before the tax authorities concluding in an amicable and mutually acceptable settlement.
India-Transfer Pricing Study
Routinely guide multi-national corporate in doing their transfer pricing studies as regards transactions of their other offices with the Indian business.
Have carried out detailed transfer-pricing studies for companies in handicraft and garment exports, telecom, consumer durable, information technology, automobiles & auto ancillary. Our clients include corporate from Japan, Australia, UK, USA, France, Singapore, Germany, Switzerland etc.
We have carried out a lot of compliance assignments. A few examples are listed as under:
Carried out due-diligence for a well known spa, as also assisted them in the transfer of shares (being a foreign entity) and connected demat problems. Also assisted them in acquiring approval for getting 50 acres of land from Government of Karnataka.
Handled the finance function of the Indian subsidiary of a large UK telecom corporate. This was carried out from inception till 3 years, when sufficient scale was achieved to justify an in-house finance team. Thereafter assisted in team creation and handover.
Routinely handle the finance function of start ups and SME corporate who out-source this to us. This includes preparation of accounting records and purposes which meets statutory reporting in India as well as management needs, besides compliance to various tax and secretarial requirements in India.
As India prepares to move into the IFRS arena, we were hired by an Indian technology firm to carry out a mock IFRS conversion of their Indian GAAP disclosures.
An IFRS conversion was carried out for the Indian subsidiary of a well known Japanese corporate in business of office automation.
A Japanese chemical corporate had hired us to carry out JSOX compliance in respect of their Indian operations.
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