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Duediligencelegalandregulatoryvaluationaspects 131024023201-phpapp02

  1. 1. Due Diligence, Legal and Regulatory Valuation aspects ICSI Certificate Course of Valuation Oct 2013 Chander Sawhney FCA, ACS, Certified Valuer (ICAI) Vice President, Corporate Professionals
  2. 2. Contents Particulars What and Why Pg. No. 3 How 10 When and Who 22 Tricky Issues 54
  3. 3. WHAT & WHY
  4. 4. Value & Valuation Value is* An Economic concept; An Estimate of likely prices to be concluded by the buyer and seller of a good or service that is available for purchase; Not a fact. Valuation is the process of determining the “Economic Worth” of an Asset or Company under certain assumptions and limiting conditions and subject to the data available on the valuation date. * Source -International Valuation Standard Council
  5. 5. Key Facts PRICE IS NOT THE SAME AS VALUE VALUE VARIES WITH PERSON, PURPOSE AND TIME TRANSACTION CONCLUDES AT NEGOTIATED PRICES VALUATION IS HYBRID OF ART & SCIENCE
  6. 6. S Standard of Valuation T Thesis of Valuation E Economics of Valuation M Methodologies of Valuation
  7. 7. Standard of Valuation Thesis of Valuation Economics of Valuation Methodologies of Valuation Standard of Value is the hypothetical conditions under which a business is valued. While selecting the Standard of Value following points is to be taken care of Subject matter of Valuation; Purpose of Valuation; Statute; Case Laws; Circumstances. Types of Standard of Value: FAIR MARKET VALUE INVESTMENT VALUE INTRINSIC VALUE FAIR VALUE
  8. 8. Standard of Valuation Thesis of Valuation Economics of Valuation Methodologies of Valuation Thesis of Value is Premise of value which relates to the assumptions upon which the valuation is based. Premise of Value Going Concern – Value as an ongoing operating business enterprise. Liquidation – Value when business is terminated . It could be ‘forced’ or ‘orderly’. Value-in-use Value-in-exchange
  9. 9. Standard of Valuation Thesis of Valuation Economics of Valuation Methodologies of Valuation Valuation across business cycle follow the law of economics Turnover/Profits: Drops   Declining Cos. `    Mature Cos.      sti f or P / r ev onr uT High Growth Cos.   Growing Cos. Start Up Cos.         Proven Track Record: Substantial Operating History Method of Valuation: Entirely from Existing Assets Cost of Capital: N.A. Turnover/Profits: Saturated Proven Track Record: Widely Available Method of Valuation: More from Existing Assets Cost of Capital: May be High Turnover/Profits : Good Proven Track Record: Available Valuation Methodology: Business Model with Asset Base Cost of Capital: Reasonable Turnover/Profits: Increasing still Low Proven Track Record: Limited Valuation Methodology: Substantially on Business Model Cost of Capital: Quite High Turnover/Profits: Negligible Proven Track Record: None Valuation Methodology: Entirely on Business Model Cost of Capital: Very High Time
  10. 10. HOW
  11. 11. Enterprise / Business Value Intangibles Equity# Net Current Assets Net Debt # Stakeholders # Based on Market Values Fixed Assets Assets
  12. 12. Standard of Valuation Thesis of Valuation Economics of Valuation Methodologies of Valuation Valuation Approaches Income Based Method Market Based Method Asset Based Method Other Methods
  13. 13. Need of several valuation methods? Each has strengths and weaknesses Different methods useful in different situations Each gives a different “take” on the value of the company’s stock Provides a range of valuations instead of point estimates Helps in Sanity Check While concluding Value, all the methodologies must be considered and then weights applied as per the facts of the case. In other words, Value conclusion should be based on the Professional Judgement and Simple Average should best be avoided while concluding Value.
  14. 14. Sources of Information for Valuation Historical financial results – Income Statement, Balance Sheets and Cash Flows Sources of Information Data available in Public Domain – Stock Exchange / MCA/SEBI/Independent Report Data on comparable companies – SALES/EVEBITDA/ PAT/BV Promoters and Management background Discussion and Representation with/by the management of the Company Data on projects planned/under implementation including future projection Industry and Regulatory trends
  15. 15. Key drivers of valuation CASH FLOW Investor assign value based on the cash flow they expect to receive in the future - Dividends / distributions That’s why DCF is most - Sale of liquidation proceeds Value of a cash flow stream is a function of - Timing of cash Receipt - Risk associated with the cashflow prominent valuation method ASSETS Operating Assets - Assets used in the operation of the business including working capital, Property, Plant & Equipment & Intangible assets - Valuing of operating assets is generally reflected in the cash flow generated by the business Non - Operating Assets - Assets not used in the operations including excess cash balances, and assets held for investment purposes, such as vacant land & Securities - Investors generally do not give much value to such assets and Structure modification may be necessary Need for Restructuring
  16. 16. Valuation depends upon Purpose • Mergers • IPO • Acquisitions / Investment • Voluntary Assessment Regulatory Accounting • RBI • ESOP • Income Tax • Purchase Price Allocation • SEBI • Impairment / • Stock Exchange Diminution • Companies Act Dispute Resolution Value Creation • Company Law • Equity Research Board/ Courts • Credit Rating • Arbitration • Corporate • Mediation Planning
  17. 17. Choice of Valuation Approaches “Value in Valuation is a question, and Your choice of Method is the first step towards answer” Applicability of a particular approach depends upon: On whose behalf? – one buyer vs another buyer, buyer vs seller; For what purpose? – independent strategic acquisition, group company consolidation, cross border transaction; When? – distress situation, industry downturn, boom etc;
  18. 18. Choice of Valuation Approaches • In General, Income Approach is preferred; The dominance of profits for valuation of share was emphasised in “McCathies case” (Taxation, 69 CLR 1) where it was said that “the real value of shares in a company will depend more on the profits which the company has been making and should be capable of making, having regard to the nature of its business, than upon the amount which the shares would realise on liquidation”. This was also re-iterated by the Indian Courts in Commissioner of Wealth Tax v. Mahadeo Jalan’s case (S.C.) (86 ITR 621) and Additional Commissioner of Gift Tax v. Kusumben D. Mahadevia (S.C.) (122 ITR 38). • However, Asset Approach is preferred in case of Asset heavy companies and on liquidation; • Market Approach is preferred in case of listed entity and to evaluate the value of unlisted company by comparing it with its listed peers;
  19. 19. Company Specific Factors It is the alignment of Company’s value via-avis to its external environment • Management, Promoter Group • Operating, Capital and Corporate Finance Strategies • Competitive advantages and cost position • Product / Service offering / differentiation / pricing power •Scale & Diversification •Customer / Supplier concentration •Corporate Governance •Future prospects / Growth potential •Industry peer group •Regulatory environment
  20. 20. Industry Risk Analysis Following factors are required to be considered: • Good vs. Difficult industry • Porter’s 5 forces • Industry life cycle (growth) • Industry cyclicality (earnings quality) • Leading indicators • Competition (ROIC) • Pricing dynamics; Demand vs. Supply (ROIC) • Changing business environments • Regulation (ROIC) • Product characteristics (earnings quality) • Capital intensity and cost base (ROIC) • Event risk
  21. 21. Rule of Thumb A rule of thumb or benchmark indicator is used as a reasonableness check against the values determined by the use of other valuation approaches. Industry Valuation Parameters Hospital EV/Room Engineering Mcap/Order Book Mutual Fund Asset under management OIL EV/ Barrel of equivalent Print Media EV/Subscriber Power EV/MW, EBITDA/Per Unit Entertainment & Media EV/Per screen Metals EBITDA/Ton, EV/Metric ton Textiles EBITDA depend upon capacity utilization Percentage & per spindle value Pharma Bulk Drugs New Drug Approvals , Patents Airlines EV/Plane or EV/passenger Shipping EV/Order Book, Mcap/Order Book Cement EV/Per ton & EBITDA/Per ton Banks Non performing Assets , Current Account & Saving Account per Branch However, Exclusive use of Rule of Thumb is not recommended
  22. 22. WHEN & WHO
  23. 23. Valuation in Indian Regulatory Environment
  24. 24. SNAPSHOT OF REGULATORY VALUATIONS IN INDIA Transactions Mandate to be done by Inbound Investment Inbound Investment DFCF DFCF CA // MB CA MB Valuer Discretion Valuer Discretion >5Mn$ - MB, otherwise CA/MB >5Mn$ - MB, otherwise CA/MB Gift of Unquoted Equity Gift of Unquoted Equity Shares (Min) Shares (Min) Reserve Bank of India Prescribed Methodologies NAV NAV - Gift of Unquoted Equity Gift of Unquoted Equity Shares from Resident Shares from Resident (Max) (Max) DCF (Valuation Based on DCF (Valuation Based on Assets, Business & Assets, Business & Intangibles is also Intangibles is also acceptable) acceptable) FCA // MB FCA MB Price it would fetch if sold in Price it would fetch if sold in open market open market MB MB Valuer Discretion Valuer Discretion MB MB Outbound Investment Outbound Investment Income Tax Gift of Unquoted Shares Gift of Unquoted Shares other than Equity Shares other than Equity Shares ESOP Tax ESOP Tax ESOP Accounting ESOP Accounting Option – Pricing Model Option – Pricing Model - CA/MB CA/MB Based on Market Price Based on Market Price - Preferential Allotment to Preferential Allotment to Others Others Stock Exchanges Only Parameters Prescribed Only Parameters Prescribed – Return on Net Worth, EPS, – Return on Net Worth, EPS, NAV vis-a vis Industry NAV vis-a vis Industry Average Average Takeover Code/ Delisting Takeover Code/ Delisting Frequently Traded Frequently Traded SEBI Takeover Code/ Delisting Takeover Code/ Delisting Infrequently Traded Infrequently Traded Based on 26 weeks // 2 Based on 26 weeks 2 weeks Market Price weeks Market Price - Preferential Allotment to Preferential Allotment to promoters / their relatives for promoters / their relatives for consideration other than cash consideration other than cash Valuer Discretion Valuer Discretion CA // MB CA MB Companies Act, 1956 Sweat Equity Sweat Equity Companies Act, 2013 any property, stock, shares, any property, stock, shares, debentures, securities or debentures, securities or goodwill or any other assets goodwill or any other assets or the net worth of the or the net worth of the Company or its liabilities Company or its liabilities Valuer Discretion Valuer Discretion To be prescribed To be prescribed - REGISTERED VALUER REGISTERED VALUER
  25. 25. RBI Valuation Guidelines
  26. 26. FDI VALUATION • Notification No. FEMA 20/2000-RB dated May 3, 2000, as amended from time to time deals with Foreign Exchange Management (Transfer or Issue of Security by a Person Resident Outside India) Regulations, 2000. •In terms of Schedule 1 of the Notification, an Indian company may issue equity shares/compulsorily convertible preference shares and compulsorily convertible debentures (equity instruments) to a person resident outside India under the FDI policy, subject to inter alia, compliance with the pricing guidelines. •The price/ conversion formula of convertible capital instruments should be determined upfront at the time of issue of the instruments.
  27. 27. FEMA Guidelines to Valuation Particulars Valuation before April 21, 2010 Guidelines in Force CCI Guidelines Methods Prescribed Net Assets Value (NAV) Profit Earning Capacity Value(PECV) Market Value (in case of Listed Company) Valuation after April 21, 2010 In case of FDI Transactions: Listed Company: Market Value as per SEBI Preferential Allotment Guidelines Unlisted Company: DFCF In case of ODI Transactions: No method has been prescribed Discount 15% Discount has been prescribed on account of Lack of Marketability No such Discount has been prescribed Historical / Futuristic It is based on Historical Values It is based on Future Projections Possibility of variation As valuation is more Formulae in Value Conclusion based, final values came standardized As valuation is more dependent on Assumptions and choice of factors like Growth Rate, Cost of Capital etc, value conclusion may vary significantly. Note: Valuation guidelines do not apply to SEBI registered venture capital
  28. 28. Approaches to FDI Valuation Discounted Free Cash Flow Method (DFCF)  RBI has prescribed DFCF as the only valuation method in case of FDI (excluding for initial subscription); but has not provided any guidance on its technical aspects. Though DFCF is one of the most acceptable Valuation methods used by Business valuers worldwide; however DFCF for all FDI transactions-excluding for initial subscription (like minority stake/start up valuation etc) may not yield Fair Value in line with the Commercial understanding. However Law being such, suitable Logical adjustments may be necessary on a case to case basis. DFCF expresses the present value of the business as a function of its DFCF expresses the present value of the business as a function of its future cash earnings capacity. In this method, the appraiser estimates the future cash earnings capacity. In this method, the appraiser estimates the cash flows of any business after all operating expenses, taxes, and necessary cash flows of any business after all operating expenses, taxes, and necessary investments in working capital and capital expenditure is being met. Valuing investments in working capital and capital expenditure is being met. Valuing equity using the free cash flow to stockholders requires estimating only free equity using the free cash flow to stockholders requires estimating only free cash flow to equity holders, after debt holders have been paid off. cash flow to equity holders, after debt holders have been paid off.
  29. 29. Major Characteristics of DFCF Valuation  Forward Looking and focuses on cash generation  Recognizes Time value of Money  Allows operating strategy to be built into a model  Incorporates value of Tangible and Intangible assets  Only as accurate as assumptions and projections used  Works best in producing a range of likely values  It Represents the Control Value
  30. 30. DFCF Valuation Process  Understand Business Model  Identify Business Cycle  Analyze Historical Financial Performance  Review Industry and Regulatory Trends  Understand Future Growth Plans (including Capex needs)  Segregate Business and Other Cash Generating Assets  Identify Surplus Assets (assets not utilized for Business say Land/Investments)  Create Business Projections (Profitability statement and Balance Sheets)  Discount Business Projections to Present (Explicit Period and Perpetuity)  Add Value of Surplus Assets and Subtract Value of Contingent Liabilities
  31. 31. Free Cash Flows- Value Trend Terminal Value is calculated for the Perpetuity period based on the Adjusted last year cash flows of the Projected period.
  32. 32. Free Cash Flow calculation FREE CASH FLOWS Free cash flows to firm (FCFF) is calculated as Taxes EBITDA EBITDA Change in Non Cash Working capital Capital Expenditure Free Cash Flow to Firm Note that an alternate to above is following (FCFE) method in which the value of Equity is directly valued in lieu of the value of Firm. Under this approach, the Interest and Finance charges is also deducted to arrive at the Free Cash Flows. Adjustment is also made for Debt (Inflows and Outflows) over the definite period of Cash Flows and also in Perpetuity workings. Theoretically, the value conclusion should remain same irrespective of the method followed (FCFF or FCFE), (Provided, assumptions are consistent).
  33. 33. Cost of Capital calculation DISCOUNT RATE – WEIGHTED AVERAGE COST OF CAPITAL WACC (Kd x D) + (Ke x E) (D + E) Where: D = Debt part of capital structure E = Equity part of capital structure Kd = Cost of Debt (Post tax) Ke = Cost of Equity In case of following FCFE, Discount Rate is Ke and Not WACC
  34. 34. Cost of Equity calculation DISCOUNT RATE - COST OF EQUITY The Cost of Equity (Ke) is computed by using Modified Capital Asset Pricing Model (Mod. CAPM) Mod. CAPM Model ke = Rf + B ( Rm-Rf) + SCRP + CSRP Where: Rf = Yield) B = Ke = Rm= of Risk free rate of return (Generally taken as 10-year Government Bond Beta Value (Sensitivity of the stock returns to market returns) Cost of Equity Market Rate of Return (Generally taken as Long Term average return Stock Market) SCRP = Small Company Risk Premium CSRP= Company specific Risk premium
  35. 35. Terminal value calculation PERPETUITY FORMULA – Usually comprises a Large part of Total Value and is sensitive to small changes – Capitalizes FCF after definite forecast period as a growing perpetuity; – Estimate Terminal Value using Terminal Value Multiplier applied on last year cash flows – Gordon Formula is often used to derive the Terminal Cash (1 + g) Flows by applying the last year cash flows as a multiple of (WACC – g) the growth rate and discounting factor – Estimated Terminal Value is then discounted to present day at company’s cost of capital based on the discounting factor of last year projected cash flows IMPORTANT TIP- It is advised to do Sanity check by applying Relative Valuation Multiples to the Terminal Year Financials and also doing Scenario Analysis.
  36. 36. An Insight of Valuationwww.CorporateValuations.in
  37. 37. SEBI / Stock Exchange Valuation Guidelines
  38. 38. Takeover Regulations APPLICABLE LAW: SEBI (Substantial Acquisition of Shares & Takeovers) Regulations, 2011 FREQUENTLY TRADED SHARES Traded Turnover of Shares ≥ 10% [In the Last Twelve Calendar Months preceding the Month of Public Announcement (P.A.)] Method of Valuation 1.Highest Negotiated Price Per Share under agreement attracting the obligation to make P.A. 2.The volume weighted avg. price paid or payable by acquirer or PAC during the 52 Weeks; 3.The Highest Price paid or payable by acquirer or PAC in last 26 Weeks; 4.Volume weighted average Market Price of Shares for a period of 60 trading days HIGHEST PRICE AMONG ALL IS THE VALUE PER SHARE FOR P.A. INFREQUENTLY TRADED SHARES Traded Turnover of Shares < 10% [In the Last Twelve Calendar Months preceding the Month of Public Announcement (P.A.)] Method of Valuation 1.Book value, 2.Comparable Trading Multiples; Such other Parameters as are customary for valuation of shares of such companies
  39. 39. Preferential Issue (1 of 3) APPLICABLE LAW: SEBI (ICDR) Regulations, 2009 Equity shares of issuer have been listed on recognized stock exchange for a period of 26 weeks or more as on relevant date Method of Valuation 1.The average of the weekly high and low of the closing prices of the related equity shares quoted on the recognised stock exchange during 26 weeks preceding the relevant date, or 2.The average of the weekly high and low of the closing prices of the related equity shares quoted on the recognised stock exchange during 26 weeks preceding the relevant date. HIGHEST PRICE AMONG ALL IS THE VALUE PER SHARE
  40. 40. Preferential Issue ( 2 of 3) APPLICABLE LAW: SEBI (ICDR) Regulations, 2009 Equity shares of issuer have been listed on recognized stock exchange for a period of less than 26 weeks as on relevant date Method of Valuation 1. The price at which equity shares were issued by the issuer in its IPO or value per share arrived at in a scheme of arrangement under section 391 to 394 of the Companies Act, 1956, pursuant to which the equity shares of the issuer were listed, as the case may be , or 2.The average of the weekly high and low of the closing prices of the related equity shares quoted on the recognised stock exchange during the period shares have been listed preceding the relevant date, or 3.The average of the weekly high and low of the closing prices of the related equity shares quoted on the recognised stock exchange during 2 weeks preceding the relevant date. HIGHEST PRICE AMONG ALL IS THE VALUE PER SHARE
  41. 41. Preferential Issue ( 3 of 3) APPLICABLE LAW: SEBI (ICDR) Regulations, 2009 Equity shares have been issued to promoters / their relatives for consideration other than cash, The VALUATION OF ASSETS in consideration for which the equity shares are issued shall be done by an independent valuer Method of Valuation No Method for Valuation has been prescribed. Valuer Chartered Accountant or a Merchant Banker
  42. 42. ESOP Accounting Valuation APPLICABLE LAW: SEBI (ESOS and ESPS) Guidelines, 1999 If a Company listed on recognised stock exchange in India and issued shares under an ESOS / ESPS, the fair value of stock option shall be estimated using an option pricing model (Black-Scholes or a binomial model) which shall be treated as employee compensation cost for the Company. Method of Valuation Black-Scholes Model Valuer Not Prescribed
  43. 43. Income Tax Act-1961
  44. 44. Equity Shares Valuation APPLICABLE LAW: Income Tax Act – 1961 and Rule 11UA If Individual, HUF, Firm or *closely held Company receives Equity shares of a closely held Company – Valuation norms shall apply. Method of Valuation Minimum Valuation- Net Asset Value Maximum Valuation- DCF and other methods factoring Tangible and Intangibles Valuer No specific Valuer prescribed for undertaking Minimum Value FCA / Merchant Banker for determining Maximum Value *If a Public Listed Company receives any shares or anyone receives shares of a Public listed Company, valuation norms are not applicable if transaction takes at market price.
  45. 45. Valuation of shares other than Equity Shares APPLICABLE LAW: Income Tax Act – 1961 and Rule 11UA If Individual, HUF, Firm or *closely held Company receives shares other than Equity shares of a closely held Company – Valuation norms shall apply. Method of Valuation Price at which such shares will fetch in the open market. Valuer Valuation report to be issued by Merchant Banker
  46. 46. ESOP Tax Valuation APPLICABLE LAW: Income Tax Act – 1961 and Notification no. 94/2009 dated 18.12.2009 issued by CBDT To determine the value of perquisite taxable in hands of employees Method of Valuation No method has been prescribed Valuer SEBI registered category – I Merchant Banker
  47. 47. Companies Act- 2013
  48. 48. Registered Valuer – Sec 247 Registered Valuer Stock, Shares, Debentures, Securities, Goodwill Shall have 5 Years of Continues Experience Property Financial Valuer • A Chartered Accountant, Secretary Technical Valuer Company or Cost Accountant having in employment under it, either a chartered accountant or company secretary or cost accountant and either of whom shall have continuous experience of five years •A Banker India of the Institute of Engineers or Member •A of Merchant Board the registered and with Securities Exchange Member Shall have 5 Years of Continues Experience the Institute of Architects Merchant registered • Securities of Exchange Banker India with the and Board of having in employment under it, either a member of Institute of Engineers / Architects and either of whom shall have continuous experience of five years
  49. 49. Registered Valuer – Sec 247 Registered Valuer (Financial Valuation) • • • • Values Valuer not to be interested Valuer to exercise due diligence Valuation to be done as per rules Valuer liable for damages on default
  50. 50. Accounting Valuation
  51. 51. Purchase Price Allocation What is a Purchase Price Allocation? -an acquiring entity must allocate the purchase price to the assets acquired and liabilities assumed based on estimated fair values at the date of acquisition; -The excess of the cost of an acquired entity (including tangible and intangible assets) over the net of the amounts assigned to assets acquired and liabilities assumed is recorded as “Goodwill”; Tangible Assets Consideration paid for acquisition Allocated to In Proportion to Fair Value Intangible Assets Goodwill Balancing Figure
  52. 52. Purchase Price Allocation Why Purchase Price Allocation? -Intangible assets recognized separately from goodwill must be valued and amortized for financial reporting purposes, if appropriate -This may result in better Tax planning for undertaking the transactions of acquisition of assets and liabilities; Under Slump sale transaction, specifically the Intangible Assets can be separately accounted for by the Acquirer and Depreciation also claimed under the provisions of Indian Income Tax Law. -PPA is used to allocate the Business Value between Tangible and Intangible Assets.
  53. 53. Tricky Issues
  54. 54. Discounts Discounts & Premiums come into picture when there exist difference between the subject being valued and the Methodologies applied. As this can translate control value to non-control and vise versa , so these should be judiciously applied. – Impact on entity as a whole • Discount for Entity Level Key Person Discount Discount for Contingent Liability Global Studies over the years on diversified Discount for diversified company Discount for Holding Company that companies trade at a discount in the range companies and holding companies has shown of 20%. to 40% each. Tax Payout •Discount for Shareholders Level – Impact on specific ownership interest Discount Lack of Control (DLOC) Discount Lack of Marketability (DLOM) •% stake & special rights DLOM: As per CCI Guidelines, 15% discount has been prescribed; however practically DLOM and DLOC depends upon following factors: •Size of distribution or dividends •Dispute •Revenue / Earning – Growth / Stability •Private Company •Shareholders Agreement caveats
  55. 55. Premium •Control Premium - An investor seeking to acquire control of a company is typically willing to pay more than the current market price of the company. Control premium is an amount that a buyer is usually willing to pay over the fair market value of a publicly traded company to acquire controlling stake in a company Research has shown that the control premium in India has ranged from 20% to 37% in the past few years.
  56. 56. Excess Cash and Non Operating Assets Excess cash is defined as ‘total cash (in balance sheet) – operating cash (i.e. minimum required cash) to sustain operations (working capital) and manage contingencies Key Issue: Estimation of Excess Cash ? One of the solutions is to estimate average cash/sales or total balance sheet size of the company’s relevant Industry and then estimate if the company being valued has cash in excess of the industry’s average. Non operating Assets are the Surplus assets which are not used in operations of the business and does not reflect its value in the operating earnings of the company. Therefore the fair market value of such Assets should be separately added to the value derived through valuation methodologies to arrive at the value of the company. What is an asset is not yielding adequate returns ?
  57. 57. Cross Holding and Investments Holdings in other firms can be categorized into: Types of Cross Holding Minority, Passive Investments Meaning If the securities or assets owned in another firm represent less than 20% of the overall ownership of that firm Minority, Active Investments If the securities or assets owned in another firm represent between 20% and 50% of the overall ownership of that firm Majority, Active Investments If the securities or assets owned in another firm represent more than 50% of the overall ownership of that firm Ways to value Cross Holding and Investments: Investment Value By way of Dividend Yield Capitalization or DCF based on expected Agreement dividends Seperate Valuation (Preferred) holding Shareholders even may control value less % command
  58. 58. Accounting Practices and Tax issues Most of the information that is used in valuation comes from financial statements. which in turn Accounting are made practices appropriate. •Cash Accounting v/s Accrual Accounting •Operating Lease v/s Financial Lease •Capitalization of Expenses •Notional Tax vs. Actual Tax •Treatment of Intangible Assets •Companies Paying MAT •Treatment of Tax benefits and Losses on certain considered
  59. 59. Valuation Methodologies and Value Impact Major Valuation Methodologies Ideal for Result Net Asset Value Net Asset Value (Book Value) Minority Value Net Asset Value (Fair Value) Control Value Equity Value Comparable Companies Multiples (CCM) Method Price to Earning , Book Value Multiple EBIT , EBITDA Multiple Minority Value Equity Value Enterprise Value Comparable Transaction Multiples (CTM) Method Price to Earning , Book Value Multiple EBIT , EBITDA Multiple Control Value Equity Value Enterprise Value Discounted Cash Flow (DCF) Equity Firm Control Value Equity Value Enterprise Value
  60. 60. IRS Revenue Ruling (1959-60),USA • Revenue Ruling (RR) 1959-60 is one of the oldest guidance available on Valuation in the world but still most relevant for Tax Valuations specifically for Valuing closely held common stock. It is the most widely referenced revenue ruling, also often referenced for Non Tax Valuations. • While Valuing , it gives primary guidance on eight basic factors to consider- • Nature of the Business and the History of the Enterprise from its inception • Economic outlook in general and outlook of the specific industry in particular • Book Value of the stock and the Financial condition of the business • Earning Capacity of the company • Dividend-Paying Capacity of the company. • Goodwill or other Intangible value • Sales of the stock and the Size of the block of stock to be valued • Market prices of stock of corporations engaged in the same or a similar line of business
  61. 61. Chander Sawhney, Vice President Corporate Professionals Capital Pvt. Ltd. SEBI registered merchant banker Email : chander@indiacp.com Mobile: 9810557353; Direct: 40622252 www.corporatevaluations.in; D-28, South Extention, Part-I, New Delhi-110049 Disclaimer: This presentation contains information in summary form and is therefore intended for general guidance only. It is not intended to be a substitute for detailed research or the exercise of professional judgment. Neither corporatevaluations.in nor any other member of the Corporate Professionals organization accept any responsibility for loss occasioned to any person acting or refraining from action as a result of any material in this presentation. On any specific matter, reference should be made to the appropriate advisor. © 2013, Corporate Professionals. All rights reserved

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