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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
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
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
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
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
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
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
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
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
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
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
About us
  Grant Thornton UK LLP established a dedicated South Asia Group
  in 1991 to serve Asian owned businesses in the UK as well as
  those investing into and from the Indian subcontinent. We are
  proud to be one of the first UK accountancy firms to focus on
  this region.
     We are widely recognised as one of the leading international firms
  advising on India-related matters and have been in involved in every IPO
  involving an Indian company on AIM, with the exception of the real
  estate sector.
     For those clients requiring advice in both the UK and India we offer a
  seamless service building on the already strong and close relationship
  between Grant Thornton UK LLP and Grant Thornton India.

    International and emerging markets blog
    As part of our commitment to remaining at the forefront of changes
    and developments in regards to UK-India relationship we will be using
    this space to post original thought leadership and research relevant to
    the industry. The idea is to encourage discussion around these issues
    and to open up new areas and debate.

    To participate:
    www.grant-thornton.co.uk/thinking/emergingmarkets

    More information about our South Asia Group can be found at:
    www.grant-thornton.co.uk/sectors/emerging_markets/south_asia




© 2012 Grant Thornton UK LLP. All rights reserved.

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liability partnership.

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(Grant Thornton International). References to ‘Grant Thornton’ are to the
brand under which the Grant Thornton member firms operate and refer
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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
  • 12. About us Grant Thornton UK LLP established a dedicated South Asia Group in 1991 to serve Asian owned businesses in the UK as well as those investing into and from the Indian subcontinent. We are proud to be one of the first UK accountancy firms to focus on this region. We are widely recognised as one of the leading international firms advising on India-related matters and have been in involved in every IPO involving an Indian company on AIM, with the exception of the real estate sector. For those clients requiring advice in both the UK and India we offer a seamless service building on the already strong and close relationship between Grant Thornton UK LLP and Grant Thornton India. International and emerging markets blog As part of our commitment to remaining at the forefront of changes and developments in regards to UK-India relationship we will be using this space to post original thought leadership and research relevant to the industry. The idea is to encourage discussion around these issues and to open up new areas and debate. To participate: www.grant-thornton.co.uk/thinking/emergingmarkets More information about our South Asia Group can be found at: www.grant-thornton.co.uk/sectors/emerging_markets/south_asia © 2012 Grant Thornton UK LLP. All rights reserved. ‘Grant Thornton’ means Grant Thornton UK LLP, a limited liability partnership. Grant Thornton is a member firm of Grant Thornton International Ltd (Grant Thornton International). References to ‘Grant Thornton’ are to the brand under which the Grant Thornton member firms operate and refer to one or more member firms, as the context requires. Grant Thornton International and the member firms are not a worldwide partnership. Services are delivered independently by member firms, which are not responsible for the services or activities of one another. Grant Thornton International does not provide services to clients. This publication has been prepared only as a guide. No responsibility can be accepted by us for loss occasioned to any person acting or refraining from acting as a result of any material in this publication. grant-thornton.co.uk V22301