The Grant Thornton India Watch Index saw underperformance against peer indices this quarter due to concerns over the Indian economy. Overall M&A activity was subdued, though domestic M&A continued to increase. Private equity deals increased 20% from last year, with the majority in the IT/ITeS sector. Policy reforms on retail investment were announced, and are expected to increase deal activity going forward, particularly in retail and aviation.
India Watch - October 2012 - Indian companies listed on the London Markets
1. In association with
ISSUE 18 OCTOBER 2012
India Watch
Welcome to the Autumn edition of
Grant Thornton’s India Watch, in association
with the London Stock Exchange
In this issue we highlight that the Grant Thornton multi-brand retailers and allow them to sell
India Watch Index continues to remain strong, directly to Indian consumers for the first time.
although this quarter saw underperformance Certainly a step in the right direction, especially
against its peer indices. Investors’ concern for the current Congress-led government which
over the slowing down of the Indian economy, has struggled to implement any significant economic
depreciation of the Indian Rupee and the political policies in the eight years it has been in power.
uncertainty surrounding economic reforms was Lastly, we give an update on the transfer
reflected in the third quarter. pricing regulations and explain the major
Overall M&A activity continued to remain amendments to the rules, including the Advance
subdued in Q3 2012, with the quarter clocking Pricing Agreements (APA).
up USD 4.42 billion in deal values, vis-à-vis USD If you would like to discuss any of the matters
5.91 billion for the same quarter of 2011; domestic arising in this issue or how Grant Thornton’s
M&A however, continued to buck the trend, as South Asia group can help you please contact us.
with the previous quarters of the year. Private
equity also showed an uptick: PE deals notched
up a total of USD 2.31 billion in value for Q3
2012, as against a total deal value of USD 1.91
billion for Q3 2011.
On the back of persistent economic unease,
Indian policy makers announced new economic
reforms in September. The new reforms, if
implemented, will pave the way for global
businesses to buy up to 51% of the country’s
Anuj Chande Munesh Khanna
Partner, Corporate Finance Senior Partner
and Head of South Asia Group Grant Thornton India LLP
Grant Thornton UK LLP T +91 22 6626 2600
T +44 (0)20 7728 2133 E munesh.khanna@in.gt.com
E anuj.j.chande@uk.gt.com
2. India Watch - Issue 18 October 2012
Grant Thornton India Watch Index
saw underperformance against its
peer indices this quarter
The Grant Thornton India Watch Smaller Caps Index outperformed
FTSE100 and FTSE AIM All Share Index over the nine-month period,
closing 8% up compared to FTSE 100’s 3% rise and the 2% increase
in FTSE AIM All Share Index, however the Grant Thornton India
Watch Smaller Caps Index declined marginally by 2% in the quarter.
130
120
–– GT India Watch – ALL
110
–– FTSE 100
–– FTSE AIM ALL-SHARE
–– GT India Watch – smaller caps
100 –– FTSE ASEAN
–– FTSE AIM 100
–– FTSE AIM UK 50
90
80
Jan 2012 Feb 2012 Mar 2012 Apr 2012 May 2012 Jun 2012 Jul 2012 Aug 2012 Sep 2012
Source: Thomson Datastream
2
3. India Watch Issue
India Watch - Issue 18
i c u October 2012
er 2012
012
The power sector had a mix bag with some raised approximately £41 million by placing new * The India Watch Index
consists of 31 Indian
companies recovering the ground lost in the shares at 33p in August 2012. It was a similar case companies listed on AIM or
previous quarter while Jubilant Energy, Mytrah for Oilex. The Company raised approximately the Main Market (excluding
GDRs). We only consider
Energy, KSK Power and Essar were not so £4.75 million via a fully underwritten rights companies to be Indian if
resilient. The third quarter saw a good come back issue to fund the development of is project at they are domiciled in India
and/or foreign companies
by Greenko, up 13%, due to strong operating Cambay Basin, Gujarat. The share price lost 41% holding Indian assets or
Investment companies
results. Also, Nandan Cleantec (an India-based in Q3 due to the cash call and potential dilution,
with Indian promoters. The
biofuel producer), was up by 11% to 67p by the however, the successful development of the index has been created via
Datastream, a Thomson
end of the third quarter. OPG Power Ventures Cambay project should provide substantial upside Reuters product and is
was the clear winner in the Index with a 47% to investors in the medium term. weighted by Market Value.
To avoid distortion of index
rise in Q3 driven by a string of positive news. In spite of tough fund raising conditions in the trends, the two largest
The company achieved financial closure for its UK, the dragging of the Eurozone crisis and the market cap entities, Essar
Energy and Vedanta
80MW Chennai IV power project in August, slowdown of the Indian economy, the secondary Resource, are excluded.
followed with successful commissioning of its fund raising witnessed in the third quarter, ** Data sourced from
Thomson Reuters.
77MW Chennai II plant in September 2012. It emphasises the long term growth prospects of
appears that investors firmly believe in the growth Indian small caps.
potential of the company which is expecting to
increase capacity from 190MW now to 742MW
by 2014.
Investors remained cautious over the real
estate and infrastructure sector, perhaps reflecting
the sensitivity to high interest rates, rising input
cost due to high inflation and delays in getting
regulatory clearances. West Pioneer continued its
decline in Q3 and lost 57% in the quarter mainly
due to wider macro-economic factors. However,
timely development of the Kalyan mall, near
Mumbai should provide boost to its share price.
Infrastructure India had a busy quarter. The
share price dropped significantly in July when it
Anuj Chande
announced plans to raise new funds to meet short Partner, Corporate Finance
term funding requirement. As a sign of confidence and Head of South Asia Group
in the long term growth prospects of the Indian Grant Thornton UK LLP
T +44 (0)20 7728 2133
infrastructure sector, the company successfully E anuj.j.chande@uk.gt.com
3
4. India Watch - Issue 18 October 2012
Home run: Domestic M&A and
PE shore up deal activity in the
face of cross border caution
Overall M&A activity continued to remain subdued in Q3 2012,
with the quarter clocking up USD 4.42 billion in deal values, vis-à-
vis USD 5.91 billion for the same quarter of 2011; domestic M&A
however, continued to buck the trend, as with the previous quarters
of the year. Private equity also showed an uptick: PE deals notched
up a total of USD 2.31 billion in value for Q3 2012, as against a total
deal value of USD 1.91 billion for Q3 2011.
Deal summary: July - September 2012
Q3 Deal Summary Volume Value (USD billion)
Year 2010 2011 2012 2010 2011 2012
Inbound 19 35 24 1.19 2.63 0.77
Outbound 36 27 31 0.63 3.16 2.75
Cross Border 55 62 55 1.82 5.79 3.52
Domestic 41 59 46 0.69 1.11 1.29
Mergers & Internal Restructuring 30 27 11 11.00 0.53 0.08
Total M&A 126 148 112 13.51 7.43 4.88
PE 58 90 91 1.71 1.87 2.24
QIP 16 3 1 2.18 0.27 0.08
Grand Total 200 241 204 17.40 9.57 7.2
July - September 2012 M&A dealscape is a distinct trend – both inbound and outbound
Overall M&A activity for Q3 2012 continued activity has fallen in 2012, whereas domestic
to decline by about 34% and 24% in value and M&A activity, including internal restructuring
volume terms respectively, as compared to the exercises, has continued to largely buck the trend
corresponding quarter of 2011. However, there through the year.
Domestic Cross Border: Cross Border:
Quarterly Trends
M&A Trend* Inbound Trend Outbound Trend
USD Bn 2011 2012 2011 2012 2011 2012
Q1 2.4 16.32 13.75 1.26 1.73 0.69
Q2 1.00 1.24 6.74 3.61 4.26 1.45
Q3 1.64 1.36 2.63 0.77 3.16 2.75
*Includes Internal Restructing
4
5. India Watch - Issue 18
a Watch Issue
Watc
tch sue
su Octobe 2012
October 2012
ctob
ober 012
Top M&A sectors: July - September 2012
Domestic/
Acquirer Target Sector Crossborder USD million
ONGC Videsh Hess Corp-Azeri, Chirag and Guneshli Oil & Gas Outbound 1,000.00
GMR Group United Fiber System Ltd Engineering Outbound 598.00
Lodha Developers Jwala Real Estate Real Estate Domestic 490.91
Grasim Industries Terrace Bay Pulp Textile & Apparels Outbound 360.00
Infosys Ltd Lodestone Holding AG IT & ITeS Outbound 349.00
Hospira Inc Orchid Chemicals & Pharmaceuticals Pharma, Healthcare & Biotech Inbound 200.00
Dalmia Cement (Bharat) Ltd Adhunik Cement Cement Domestic 197.27
Crompton Greaves Ltd ZIV Group Electricals & Electronics Outbound 192.00
Solaris Chemtech
Chemtura Corporation Manufacturing Inbound 142.00
(bromine manufacturing & distribution business)
Adcock Ingram Holdings Ltd COSME Farma Laboratories Ltd Pharma, Healthcare & Biotech Inbound 96.00
This tepid performance on the cross border 1
These two categories
Top M&A sectors: July - September 2012 together contributed
M&A front is explicable considering many of
to more than 80% of
the factors that reined in inbound and outbound domestic deal activity
M&A activity in the first three quarters of 2012: for Q3 2012.
decreasing GDP growth forecasts, stubborn Source: Grant Thornton
inflation and interest rates on the home front, and Dealtracker database,
July, August and
the slow pace of European economies in coming September 2012 editions
away decidedly from the brink.
However, September 2012 saw some good
news on the policy front, with measures such as
the opening up of the multi-brand retail sector
being announced by the Indian government.
Whilst investors are treating the reforms with
cautious optimism, these reforms are expected
to lead to heightened deal activity in the
Oil & Gas [21%] coming months.
The domestic and global uncertainties
Engineering [12%]
notwithstanding, India Inc. put in a robust
Real Estate [11%] performance on the domestic deal activity front
with acquisitions, both 100% and majority1,
IT & ITeS [11%] featuring prominently.
Oil and Gas earned top spot due to the
Textiles & Apparels [9%] September outbound deal announcement by
ONGC Videsh Ltd. The company signed
Others [36%]
definitive agreements for the acquisition of Hess
5
6. India Watch - Issue 18 October 2012
Corporation’s 2.72% participating interest in the while domestic deal activity saw Tata
Azeri, Chirag and the Deep Water Portion of Consultancy Services acquiring Computational
Guneshli Fields in the Azerbaijan sector of the Research Laboratories, among other deals.
Caspian Sea and 2.36% interest in the We expect the IT&ITES sector to continue to
Baku-Tbilisi-Ceyhan pipeline, for a reported contribute to deal activity in the coming months.
USD 1 billion. This has put the spotlight back Other sectors expected to witness substantial
on a sector that saw significant deal values in M&A activity are retail and aviation. The recent
2011, but had remained muted since due to policy announcements widening the scope of
policy issues, especially with respect to obtaining foreign investment in these sectors are expected to
requisite clearances from various Indian see large foreign players entering the vast Indian
regulatory authorities. retail sector and the troubled Indian aviation sector,
The real estate sector entered the top by partnering with existing Indian players, while
performers’ chart due to domestic M&A activity, also leading to some consolidation in the space.
led by Lodha Developers’ 100% stake acquisition An overall analysis would seem to indicate that
of DLF’s subsidiary Jwala Real Estate for a outbound and domestic deals have driven M&A
reported USD 490 million. Siel Infrastructure activity for the quarter, indicating that India Inc.
and Estate Developers Pvt Ltd also undertook an in itself remains confident of internal and
internal restructuring exercise, while Providence external prospects.
Educational Academy and CHD Developers
completed domestic acquisitions in the sector. Private Equity: Supporting deal activity
We also expect to witness increased deal activity PE deals in Q3 2012 clocked up USD 2.24 billion
in the country going forward, propelled by many in deal value, as against a total deal value of USD
factors – PE investments into this sector from 1.87 billion for Q3 2011, representing a circa
2003 – 2007 vintage funds are now potentially at 20% increase. Deal volumes also increased for the
the end of their cycle and likely to be looking for quarter at 91, vis-à-vis 90 for the corresponding
exits through secondary and strategic sales in the 2011 quarter. This quarter has also seen the
face of depressed IPO markets; basic sustained highest PE deal value for the year so far.
demand in the affordable housing sector; The IT&ITES sector topped the PE charts,
increasing debt, in the wake of high interest rates contributing to 59% of the deal activity for the
and slow demand for corporate spaces. quarter. The largest deal in this space was Bain
The IT&ITES sector, which also featured as a Capital’s purchase of a 30% stake in Genpact
top performer in Q1 and Q2 2012, contributed to Ltd from existing PE investors General Atlantic
11% of deal value in Q3 2012. A prominent deal and Oak Hill Capital Partners, for a reported
in this space on the cross border front was USD 1 billion, indicating an increasing trend of
Infosys Ltd’s outbound acquisition of Lodestone secondary and strategic sales being used as exit
Holdings AG for a reported USD 349 million, options by PEs. Many other deals in this space
Top PE deals: July - September 2012
Investor Investee Sector USD million
Bain Capital Genpact Ltd IT & ITeS 1000.0
Macquarie SBI Infrastructure Fund, SBI Ashoka Concessions Ltd Infrastructure Management 150.0
Macquarie Infrastructure Trust
Naspers, Tiger Global Flipkart Online Services IT & ITeS 150.0
Citigroup Venture Capital International Cox & Kings's Unit Prometheon Holdings Travel & Tourism 137.8
Standard Chartered PE Inox India Ltd (INOXCVA) Manufacturing 45.0
Blackstone SH Kelkar & Company Pvt Ltd FMCG, Food & Beverages 44.4
Brick Eagle Capital Xrbia Developers Ltd Real Estate 40.0
Actis AGS Transact Technologies IT & ITeS 40.0
Goldman Sachs Nova Medical Centers Pvt Ltd Pharma, Healthcare & Biotech 40.0
Red Fort Capital Prestige Estates Real Estate 36.4
6
7. India Watch - Issue 18 October 2012
were in the e-commerce subsector, including
Top PE sectors: July - September 2012
Nasper’s and Tiger Global’s investment in
Flipkart Online Services Pvt Ltd, Accel Partners’
investment in Big Tree Entertainment Pvt Ltd,
and an investment into Bigshoebazaar by Fidelity
Growth Partners India, Qualcomm Ventures,
Nexus Venture and Catamaran Ventures.
The overall PE performance in the third
quarter also points to a trend of PE becoming an
increasingly accepted source of financing in India
against the backdrop of dormant capital markets,
high cost debt and a gradually evolving Indian
entrepreneurial class willing to sell out or work
with professionals.
IT & ITeS [59%]
Outlook
2
Source: Livemint,
Infrastructure 27 September 2012
While M&A activity in the quarter has thus
Management [7%]
far provided little to cheer about, the flurry of
Travel & Tourism [6%] activity on the policy front in September may
well pin down Q3 2012 as the turning point in
Real Estate [4%]
the fortunes of India Inc. The Indian government
Pharma, Healthcare in September announced its decision to allow
& Biotech [6%] 51% FDI in multi-brand retail and 100% FDI
in single-brand retail, while also opening up the
Others [18%]
aviation sector.
The freeing up of the retail sector is expected to
directly improve domestic and inbound activity,
with players such as the Tata Group, Aditya
Birla Group and Arvind Ltd already announcing
domestic consolidation plans2, and foreign players
such as Walmart and Carrefour expressing keen
interest in the country, as per media reports.
Knock-on effects are also expected to be seen
in related sectors such as logistics, storage and
real estate. Aviation is also expected to see some
inbound activity.
Although policy measures could boost
economic activity, it remains to be seen if these
can be executed without friction. There appears
to be a political vacuum on such policy changes
and without adequate consensus there is also
a looming threat that implementation of such
policies could be painfully slow or in the worst With special
case could be jettisoned with a change thanks for their
Karthik Balisagar
Associate Director and in government. contribution to
Assistant Head of Valuations Further, an overall increase in foreign investor Ankita Arora and
South Asia Group
confidence in India Inc. and lacklustre IPO Swetha Sunder of
Grant Thornton UK LLP
T +44 (0)20 7865 2475 markets may also lead to an increase in PE exits Grant Thornton
E karthik.balisagar@uk.gt.com through strategic or trade sales, which could lead India Dealtracker
to a further increase in M&A activity. team.
7
8. India Watch - Issue 18 October 2012
An update on the Indian economy
As reported in the last India Watch economic update, India saw real GDP fall to
around 6.5%, for the financial year ended 31 March 2012, down from the 8.4%
recorded in the previous financial year. Furthermore, the final quarter of the fiscal
year saw Indian GDP grow at its slowest rate since 2003.
In addition, India’s export market continued to other hand though, while many are pleased that
feel the strain of the world’s on-going austerity the Government is beginning to react to the
with factory output falling, for the third time country’s declining growth rate, they are concerned
in four months, by around 1.8% against the that the new policies do not go far enough. They
previous year. Lower export earnings and also question whether the reforms will actually be
disappointing direct foreign investments resulted implemented effectively in the face of increasing
in an almost 15% pressure on the Indian rupee. opposition from political allies and opponents
It was on the back of this persistent economic as well as taking into consideration the country’s
unease, among other things, that Indian policy long history of ineffective policy reform.
makers announced new economic reforms and What can certainly be said, however, is that
policy initiatives in September. The new reforms, while it will be some time before the efficacy of
when implemented, will pave the way for global these new reforms can be measured, it is certainly
businesses such as Wal-Mart and Tesco to buy up a step in the right direction – especially for the
to 51% of the country’s multi-brand retailers and current Congress-led coalition government which
allow them to sell directly to Indian consumer has struggled to implement any significant economic
for the first time. The new reforms include a policies in the eight years it has been in power.
cut in the country’s diesel subsidies as well as In summary, while India’s economy came out
a loosening of the rules on foreign investment of the ‘credit crunch’ in a much better position than
in airlines and TV, and an agreement to sell most due to, among other things, a well regulated
off stakes in four state owned companies. The financial sector and high domestic consumption,
policy initiatives address the need to have a more it now seems widely accepted that if India is to
transparent tax and regulatory regime and more get back to growth rates of over 9%, it will need
openness to attract foreign direct investment. the help of carefully managed external capital
While India’s Prime Minister and Finance and, it might just be these reforms that relieve the
Minister, have publicly stated that the reforms downward pressure on India’s economy.
and policy initiatives were needed to revive
investor confidence, they have been aggressively
opposed by India’s trade unions and have
resulted, not only in the resignation of a number
of coalition party government ministers, but also
a nationwide strike.
Ironically, the strikes caused by the reforms,
have cost the Indian economy an estimated loss of
USD2.25 billion, according to the Confederation
of Indian Industry.
Nevertheless, the reforms and policy initiatives
are likely to have a much more beneficial impact
Munesh Khanna
on India’s economy over the long-term. Some
Senior Partner
analysts believe they will help jump-start an Grant Thornton India LLP
economy which over the last few years has seen T + 91 22 6626 2600
a significant reduction in its growth rate. On the E munesh.khanna@in.gt.com
8
9. India Watch - Issue 18 October 2012
Facelift to the decade long Indian
Transfer Pricing Regulations
The Indian Transfer Pricing (TP) regulations have undergone a sea
change in the past few months. Since the inception of the regulations,
transfer pricing has emerged as the biggest area of tax dispute.
To address such disputes, the government introduced various
amendments in the TP regulation in the Finance Bill 2012.
One of the key amendments introduced by the Advance Pricing Agreements (APA)
government is the applicability of transfer pricing One of the most positive outcomes of the recent
regulations for specified domestic transactions amendments is introduction of the APA regime.
(SDT) with effect from 1 April 2012 if the value The APA rules have heralded the beginning of the
of transactions exceeds approximately USD much awaited dispute resolution mechanism in
1 million. This change in law was a fallout of the Indian transfer pricing environment. Though
the thought-provoking Supreme Court case the government announced the introduction of
of Commissioner of Income Tax IV, Delhi v the APA in the Finance Act 2012, the detailed
GlaxoSmithKline Asia Ltd, wherein the court rules were out on 30 August 2012.
stated that the ambit of TP should be widened to The APA rules define an APA as an agreement
include domestic transactions where tax arbitrage between the Central Board of Direct Taxes (CBDT)
opportunities are available, eg profit shifting and any person, which determines, in advance,
between a loss-making and a profit-making the arm’s length price or specifies the manner of
entity or between a company enjoying a tax the determination of arm’s length price (or both),
holiday and a company operating at the marginal in relation to an international transaction. The
tax rate. salient features of the APA rules are:
The other amendments include widening
• applicable to all persons undertaking
the scope of international transactions to
or proposing to undertake international
include business restructuring transactions, the
transactions
introduction of penalties for non-reporting of
• provide for unilateral, bilateral as well as
transactions (2% of transaction value), increasing
multilateral APAs
the scope and powers of revenue and tinkering
• applicable for a time period not exceeding
with the arm’s length range from 5% to 3%.
5 years
Some of these amendments are introduced
• depending on the value of the international
retrospectively thus changing the status quo of
transaction, the fee range from INR 1
the open litigation issues. These amendments will
million to INR 2 million the taxpayer is
have far reaching effects on the taxpayers.
given an option to amend, withdraw or
renew the application
• APAs to be entered by the Central Board
of Direct Taxes (CBDT) with the approval
of Central Government.
9
10. India Watch - Issue 18 October 2012
The APA process
Pre-analysis Application Post compliance
• Pre filing conference • Application • Annual Compliance
• PRELIMINARY Report
SCREENING • Annual Compliance
• Negotiation Report
• Execution
Deficiency letter Renewals
within 1 month
Roll backs not enabled
The negotiation process
Board Approval
DG International Competent Discussion Competent
Taxation Authority Authority
Bilateral /
Unilateral Multilateral
Tax authorities
APA Team (APA director including experts
from econmics,
and APA officers) statistics, law etc.
Associated
Enterprise (AE)
Taxpayer
India United Kingdom
10
11. Indi
India Watch Issue
India Watch - Issue 18
dia at Issu
sue October 2012
October 2012
ctob
ober 012
From a tax payer perspective, some of the market, Company D incurs more than normal
concerning aspects that are not covered under marketing and advertising expenditure (like any
the rules are: no roll backs, no definitive time full-fledged distributor).
frame to conclude an APA and a lack of firewall The tax authorities in India are challenging this
provisions. While rollbacks are not enabled, the non-routine marketing and advertising expense.
authorities believe that they would definitely Interestingly, the Indian tax authorities have two
have a precedence value in case of pending different views on such expenses.
litigation. However, while entering into an APA, One view of the tax authorities is that such
the taxpayer in India would not only need to non-routine expenses should be recovered from
conduct feasibility study of Indian APA rules but the legal owner of the brand by way of cost plus
also undertake the cost-benefit analysis of APA mark up. Another view is that Company D has
rules of the other countries in case of bilateral or created marketing intangible in India and should
multilateral APAs. earn a share of global profits, ie profit split method.
For example, when entering a APA in the Given the above background, the APA route
UK pre –filing meetings are optional, there are may provide certainty to the taxpayer, the transfer
no filing fees and the UK rules provide for a price would be decided in a cohesive manner
timeframe of 18 to 21 months from the date of the and both companies would avoid the risk of
formal submission to conclude an APA. Thus for double taxation.
an India-UK APA, even though Indian rules do The introduction of Indian APA Rules is a
not mention a time frame to conclude the APA, silver lining to the tough transfer pricing audit
since the UK has a timeframe, the same could act regime in India. It aims to reduce a lot of litigation
as a guideline. time and cost of the taxpayer and tax authorities
The benefits of an APA are several, ie provide if adopted in the right spirit. Given the pragmatic
tax and financial certainty to the taxpayer, avoid approach of the government, the APA mechanism
penalties, avoid double taxation, plan for future should stand the test of time.
TP strategies and reduce time-cost and effort in
the transaction.
Case Study
The below example highlights how an APA can
provide certainty to the taxpayer:
Company M is headquartered in the UK. It
is engaged in the manufacturing of Fast Moving
Consumer Durable Goods (FMCG). Company
M is the legal owner of the brand, technology and
know-how of the products.
Company M has a subsidiary in India, ie Karishma R Phatarphekar
Company D. Company D acts as an exclusive Partner and Practice Leader
full-fledged distributor in India of Company Transfer Pricing
Grant Thornton India LLP
M’s products. It does not own any intangible T +91 22 6626 2625
property. To be able to sell in a competitive E karishma.rp@in.gt.com
11