CORPORATE PROFESSIONALS AT A GLANCECorporate Professionals Capital Private Limited is Merchant Banking arm of Corporate Professionals, afast mounting corporate consultancy Group in India. With a humble start in 2003, CorporateProfessionals has grown into a muti-disciplinary mega firm of more than 110 professionals continuallypursuing to achieve the excellence. The Group is known for its steep growth and incessantly carving outinimitable solutions in financial and legal framework. Within a short span the Group has earned laurels ofsuccessfully serving more than 800 corporate houses covering more than 1200 Clients for over 2000 www.corporateprofessionals.comdiverse corporate transactions.Our commitment to client service is evidenced by repeated business and exclusive service arrangementwith majority of our clients. This client loyalty comes from our ability to provide responsive andinnovative financing solutions through value creation strategies. Our policy for implementing bespokeand innovative solutions is to satisfy the stated as well as unstated needs of clients.Corporate Professionals has been integrally involved in more than 100 M & A deals aggregately valuedat more than INR 90000 Million and more than 20 funding deals valued at more than INR 50000Million, up significantly in last year. Our experience in transaction advisory services has reached themilestone of 250 transactions valuing an aggregate of more than INR 75000 Million. Based on thisstrong foundation, vast experience and zeal to provide one stop solution, we acquired the MerchantBanking License in the year 2009.Corporate Professionals Capital, a SEBI Registered Category 1 Merchant Banker, is dedicated toprovide varied investment banking solutions through highly structured financial transactions whichserve as alternatives to traditional financing and provide enduring solutions to help companies maximizetheir value.We have a young but highly competent transaction team which understands clients needs by steppinginto their shoes and structures transactions to best suit the needs. This is complemented by an exclusiveexpertise of each team member in certain specific area which, working together, effectively supporttransactions from initial structuring through post-deal management. The team is comprised of multi-disciplinary professionals with reservoir of many years of corporate consultancy experience; stronganalytical supports and technological dexterity.In todays economic and dynamic environment, Corporate Professionals Capital aspires to be in theforefront as a provider of result oriented, cost effective solutions, financially and strategically, with clientfocus services reinforced by continuous drive to prosper with the growth of our clients.
OUR BOUQUET OF SERVICES ISSUE MANAGEMENT TRANSACTION PRIVATE ADVISORY PLACEMENT SERVICES OF EQUITY VALUATION & CORPORATE business DEBT FUNDING modeling MERGERS & ACQUISITIONS Corporate Professionals Capital focus on the following array of services:• ISSUE MANAGEMENT • MERGERS & ACQUISITIONS • Pre Issue Structuring • Mergers and Amalgamations • Initial Public Offering • Takeovers & Acquisitions • Follow-on Public Offering • Demergers & Sale of Undertaking • Offer for Sale & Divestments • Buy-outs Advisory • Right Issue Management • Business Acquisitions • Underwriting of Issues • Deal Negotiation & Structuring • ADR/GDR/ FCCB Issue Management • VALUATION & BUSINESS MODELING • International Listing – AIM & Plus Listing • Qualified institutional Placement • Business/Enterprise Valuation • FOREX & Overseas Transactions Valuations• PRIVATE PLACEMENT OF EQUITY • Intangible’s Valuation • Pre Structuring-Placement Structuring • Fair Market Valuation of Common Stock, Preferred • PE Investor Engagement Support Stock, Debt Securities, Options, Warrants, and • Venture Funding & Seed Capital Projected Streams of Cash Flows • Procurement of Regulatory Approvals • Special purpose valuation – Takeover, Delisting, Reduction, 397/398 matters • Enterprise Valuation and Deal Negotiation • ESOP/ESPS Valuation • Transaction closure Support • Fairness Opinions• CORPORATE DEBT FUNDING • Project Finance & Term Loans • TRANSACTION ADVISORY SERVICES • Foreign Currency Loans, private FCCBs & ECBs • Buy-Back Advisory • Working Capital Finance, Short Term finance • Delisting Advisory • Debt Restructuring and Settlement • ESOP Advisory • Bill discounting( Inland & Foreign), Factoring • Corporate Restructuring & Financial Re-engineering • Structured finance, Export Credit • Joint Venture Advisory • Letter of Credit, Bank Guarantees • Cross-Border Restructuring • FOREX and Overseas Transactions
ISSUE MANAGEMENTThe Indian capital market is characterized as dynamic and volatile market. Public Offers on the stock market are complex exercisesrequiring months of preparation by skilled teams of commercial, financial and legal experts. We strongly believe that the Journey to goingPublic should be a structured and managed transformation of the people, processes and culture of an organization and both financial andnon financial parameters drives the success of an IPO. These activities include rigorous due diligence investigations, market preparationand establishment of an appropriate value for market. For the success of such a rigorous process, a right team of experts is required whocan support the Company to sail through the intricacies of offer process and allow it to focus on its growth plans.The history shows that even when the markets are not ideal for going public, it could be a good time to be planning for an IPO. With a richexperience of Structuring Companies preparing for IPOs, assisting in Pre IPO placements and Issue management, we help our clientsthroughout the IPO Process accompanied with the sustained market support. Our Core strength lies in Pre Issue Structuring andcorrectly positioning of the Company in the financial market place to procure the right profile of Institutional and retail investors, ,suggesting the best financial structure, optimally pricing the Companies, and completing the entire process smoothly with our strong co-ordination with regulatory authorities. We aim at correctly valuing and placing the Company in the financial market to provide themaximum return to the investors on the one hand and to ensure growth and continuous value creation in the Company going public.Therefore, our post-listing support to the Companies nurtures them to face the new regulatory environment which they enter afterlisting.Our services relating to Issue Management focus on the following:• Pre Issue Structuring• Initial Public Offers• Follow-on Public Offers• Offers for Sale & Divestments• Rights Issue Management• Underwriting of Issues• ADR/GDR/ FCCB Issue Management• International Listing – AIM & Plus Listing• Qualified Institutional Placement
PRIVATE PLACEMENT OF EQUITYPrivate Equity placement is an important vehicle that not only provides investment but bestow the management with a partner whocommit to provide the continuous support across their life-cycle. The right Private Equity partner is an invaluable business associate andcan be a high value endorsement to other investors, provide strategic business advice, contacts, and help in acquisition of furtherfinance, provide support during the critical phases of business growth and also help in extending the global reach using the internationallinkage of the investor.Corporate Professionals has strategically assisted in closing more than 20 Private Equity deals involving domestic as well as internationalFunds, value aggregating to INR 25000 Million.In finalizing the private equity deal, we offers the growth oriented companies with a complete range of solutions to raise capital during theseed, growth and expansion phases and provide the objective advice in structuring the deal with our expert knowledge of the finance andcapital markets. The company possesses a rich experience of structuring and raising equity capital for growing companies. Our team hasnurtured relationships with financing sources and financial intermediaries which allow us to organize equity funds for our clients. Duringthe deal, Corporate Professionals Capital represents all phases of the life cycle of a funding deal that includes structuring, establishment,investment and exit. Our strength lies in providing one-stop solution by seamlessly co-ordinating with both the parties at theestablishment stage, understanding the intricacies, and assist in negotiations between the parties, advice on Indian Regulatory Regimeand drafting the fund documents.Our extensive industry research, wide-range of deal structuring and thorough analyses of regulatory environment make us the pioneer inthis arena.We facilitate our clients in each step of their private equity raising plan and our services include:• Pre Placement Structuring• PE Investor Engagement Support• Venture Funding & Seed Capital• Procurement of Regulatory Approvals• Enterprise Valuation and Deal Negotiation• Transaction Closure Support
CORPORATE DEBT FUNDINGAppropriate mix of debt and equity is one of the most critical aspects of financial management of any business. Arrangement of right kindof debt in appropriate quantity and at appropriate time is the essence for business growth. There are several means of debt finance andeach one is suitable for different purpose. Thus, choosing the right kind of debt instrument and arrangement of the same at optimal costrequires specialized knowledge and expertise.Our corporate finance service covers the full breadth of needs for corporate financial requirements in the present complex andintegrated environment. We advise our clients on the optimal funding structure looking into the requirement of funds and finalizingmeans of funding looking into various factors such as Corporate’s own equity, industry related issues, growth prospects of the industry,cash flows and collateral securities available. Our service are available to all the industry irrespective of its size i.e. Small & mediumEnterprises (SME) and Large Corporates. Our expertise lies in providing different financing options to the corporate and advising themost ideal financial structure for their requirement. We provide one stop solutions to the corporate requiring the project finance byassisting in preparing the feasibility study report, project report and appraisal report, thereby helping both the parties to finalize andstructure the deal in the best possible manner.Our goal is to provide the best financial solution for our clients for their existing and expansion projects by structuring and arranging debtfacilities using our professional/technical expertise and extensive network of contacts among various banks, financial institutions andNBFCs and to build a lasting relationships with them by assisting them in achieving their strategies objectives through the provision oftimely, innovative and cost effective solution.In this arena of our services, we cover the following services:• Project Finance & Term Loans• Foreign Currency Loans, private FCCBs & ECBs• Working Capital Finance, Short Term finance• Debt Restructuring and Settlement• Bill discounting( Inland & Foreign), Factoring• Structured finance, Export Credit• Letter of Credit, Bank Guarantees
MERGERS AND ACQUISITIONSMergers and Acquisitions (M&A) are vital part of the corporate world that shape the inorganic growth, give the direction and enhanceslong-term sustainability. Companies today executes M&A for various synergetic reasons with the objective of cross selling opportunities,economies of scale, information asymmetry, taxation and vertical integration.Corporate Professionals has hands-on experience in executing to a host of more than 100 mergers and acquisition deals valuing anaggregate of INR 90000 Million which includes national and international Restructuring.The Company is one of its kinds to provide end-to-end solutions to mergers and acquisitions deals including all kind of Regulatory orJudicial approvals and compliances. Mergers and Acquisitions is the core strength of Corporate Professionals where it has achieved anedge in the industry. We regularly advise our clients on regulatory and tax aspects of Mergers, De-mergers, Scheme of Arrangement,Transactions in line with RBI regulations , Income Tax provisions, SEBI, Stock Exchanges, Stamp Duty and other Regulatory aspects. Inthe early stages of the deal, whilst we assist our Clients in highlighting significant Indian tax, regulatory and commercial issues/concernsthat might affect a given structure, we also simultaneously work towards developing potential solutions to any conflict or problemkeeping in mind the strategic objectives of the deal.In this area, we provide a wide spectrum of service, covering the following:• Mergers and Amalgamations• Takeovers & Acquisitions• Demergers & Sale of Undertaking• Buy-outs Advisory• Business Acquisitions• Deal Negotiation & Structuring
VALUATION & BUSINESS MODELINGValuation provides a solid foundation to make significant decisions regarding future plans for any business. The plethora of opportunitiescreated by dynamic and growing economies can be harnessed with an independent and intrinsic valuation of the explored & unexploredstrengths of your business. The tax, regulatory and accounting requirements have made the valuation in corporate transactions evenmore significant.We Corporate Professionals Capital Pvt. Ltd., a SEBI Registered Category 1 Merchant Banker, assist businesses to achieve an in-depthunderstanding of the value of each business or asset in any transaction. Our leading-edge technical knowledge combined with our in-depth industry experience allows us to provide valuation in a variety of commercial & legal contexts those results in unlocking the realvalue of businesses as well as the specific valuations driving the particular deal.Our professionals have extensive experience in providing valuation services to private as well as publicly traded Companies as requiredunder various Indian Laws. Corporate Professionals Capital is ideally suited to provide objective, independent advice, including fairnessopinions and valuations for mergers, acquisitions, joint ventures, financial Restructurings, management-led buyouts and accountingdisclosure requirements.Our offerings in this arena cover the following:• Business/Enterprise Valuation• FOREX & Overseas Transactions Valuation• Intangibles Valuation• Fair Market Valuation of Common Stock, Preferred Stock, Debt Securities, Options, Warrants, and Projected Streams of Cash Flows• Special purpose Valuation – Takeover, Delisting, Reduction, Oppression/Mismanagement matters• ESOP/ESPS Valuation• Fairness Opinions
TRANSACTION ADVISORY SERVICESTransaction advisory services form a cornerstone of our boutique practice. Ongoing regulatory changes in India and globaldevelopments have considerably changed the dynamics, requirements and structuring in inorganic growth of a company. Our team isgeared to address these challenges and adapt to such dynamic environment and client requirements. We have gain breadth and depth ofknowledge about the key issues in transaction advisory by advising and assisting a wide array of inorganic transactions.We at Corporate Professionals offers integrated, objective advisory services to help you to explore and evaluate opportunities,implement your transactions more efficiently and accomplish your strategic goals. We aim to create significant value for entrepreneurand companies by helping them execute the right strategy. Our expert team analyzes the transaction on different footing considering theshort term as well as long term pros and cons and assists in exploring and executing the transaction in the best possible manner.In the transaction advisory services, we cover the following:• Buy-Back Advisory• Delisting Advisory• ESOP Advisory• Corporate Restructuring• Joint Venture Advisory• Cross Border Restructuring• FOREX and Overseas Transactions
INDUSTRY EDGEWe recognize the importance of understanding a client’s industry, value drivers, growth opportunities and challenges peculiar to anindustry. The industry experience of our team of professionals transcends a broad spectrum of industries:• Agri Trade • Infrastructure & Real Estate• Alcohol & Breveries • Iron & Steel• Asset Management • IT• Auto & Auto Anciliaries • Logistics• Process Outsourcing • Media & Entertainment• Capital Market Intermediaries • Mining, Minerals & Metals• Cement • Oil and Gas• Ceramics • Pharmacuiticals and Healthcare• Chemicals - Pesticides/Agrochemicals / Petrochemicals • Power• Education • Retail• Finance & Investments • Telecommunication• FMCG • Textile• Hospitality • Paper and Paper Products
OUR PEOPLEPavan Kumar Vijay (Managing Director)(FCS, LLB, M.Com)Armed with Degree in Law and a Master Degree in Commerce, Mr. Pavan Kumar Vijay is afellow member and was the youngest President of Institute of Company Secretary of India(ICSI). He has more than 20 Years experience of Capital Market & Financial Affairs. Hespecializes in Capital Markets Transactions, Corporate Restructuring, FinancialRestructuring, Strategic Investment, Funds Planning & Arrangement, Business Valuation,Securities laws.The Founder of Corporate Professionals Group, Mr. Vijay, before starting the Group, wasthe Managing Director of “BLB Limited”, a Leading Broking House in India. A great believerof use of technologies in professional services and creation of muti-disciplinary mega firm toprovide one stop solution for all corporate needs, he is recognized for his out-of-boxthinking and innovative approach. His approach is evident from various IT ventures of theGroup including www.takeovercode.com and www.delisting.com. Recognizing the businessacumen and innovative approach of Mr. Vijay, www.takeovercode.com has been awarded“TATA NEN Hottest Startups Award 2008”, for being the most innovative business model.He is a distinguished speaker of various forums, seminars & media platforms, a faculty ofvarious management institutions and regular writer of professional journals on CapitalMarket and Mergers & Acquisitions related issues and has also authored books such as“Depositories, Law, Practice & Procedures and Guide to Depositories”, “SEBI TakeoverCode- Queries and Issues”, “SEBI Takeover Code – Open Offers”. He is also activelyassociated with the various professional institutes, chambers of commerce and councils andstock exchanges and Government bodies.Dr. R. K. Agarwal (Director)(FCA, FCS, AICWA, LLB, M.Com, Ph. D)Dr. R. K. Agarwal is an eminent name in the field of Corporate Taxation and BusinessAdvisory Services, having more than 25 years of experience in the sphere. He is a Lawgraduate and fellow member of ICAI, ICSI, and ICWAL and has done Doctorate inCorporate Governance. Dr. Agarwal has diversified experience as a practicing CharteredAccountant in field of Financial Planning & Structuring, Auditing, Taxation, CorporateRestructuring, Transaction Advisory, Mergers & Amalgamations and Due Diligence. Dr.Agarwal started his carrier in the year 1985 and served big business houses in India as wellas at International level. Besides being proficient in his fields of practice, he is a thoughtfulleader and a research oriented person.Owing to his deep knowledge, research orientation, command on subject and growthoriented commercial approach he has been severally recognized by Industry andProfessional Institutions. He has held the position of Chairman of Northern India Regionalcouncil of ICSI and has been nominated as a Member of Accounting Standards Board ofICAI.
Dr. Sanjeev Agarwal(FCA, FCS, FICSA, UK, M. Com, PhD)An expert in indirect taxes, banking services and governance, Dr. Sanjiv Agarwal is a fellowmember of Institute of Company Secretaries of India (ICSI), Institute of CharteredAccountants of India (ICAI) and Institute of Chartered Secretaries and Administrators UK(London). He has been awarded PhD from Faculty of Management, University of RajasthanJaipur on Corporate Governance. Dr. Agarwal has been on the board of State Bank ofBikaner (SBI Group), besides being a SEBI nominee on Board of Jaipur Stock Exchange.Having an experience of more than 25 years, Dr. Agarwal is considered as an expert inCorporate Governance and Taxation. He has authored various books on Corporate Laws,Corporate Governance, Capital Market, Financial Services, Service tax and AccountingStandards.P Nagesh (Director)(B. Com, LLB)Mr. P Nagesh is a renowned Corporate Lawyer with 20 years of experience in CorporateLaw, advisory and litigation. He is enrolled as an advocate with the Bar Council of Delhisince 1988. Before starting his career as a litigation lawyer, he was in Industry for 8 yearsand gained adequate experience during his professional career. He is a research orientedperson. His rich experience and expert knowledge has provided the company a strongsupport in the litigation field.Dr. Rakesh Gupta(FCA, FCS, AICWA, LLB, PhD)Awarded PhD in Corporate Governance and Business Ethics, Dr. Rakesh Gupta is a fellowmember of Institute of Company Secretaries of India (ICSI), Institute of CharteredAccountants of India (ICAI), and Institute of Cost and Works Accountants of India (ICWAI)).He is a gold medalist law graduate and posses an experience of more than 20 years inpractice as an advocate and has appeared in Income Tax Appellate Tribunal, High Courtsand Supreme Court. He is consider to be an expert of direct taxes and is a speaker at varioustax conferences/seminars.
Yogesh Kumar Gupta (Director)(FCS, FICWA, PGDFM, DIM, LIII)Mr. Yogesh Gupta, a strong support and back bone of Corporate Professionals, has 21 yearsof rich experience in the field of finance, Project financing and Debt Restructuring. He is thefellow member of Institute of Company Secretaries of India (ICSI) and Institute of Cost andWorks Accountants of India (ICWAI). He also holds post graduate diploma in FinancialManagement. During his professional career, he has served management position in variouslisted companies and is presently a director in Corporate Professionals Capital PrivateLimited, handling corporate debt funding ,private equity, venture capital needs etc. He wasthe Chairman of Northern India Regional Council of ICSI in 2004. Mr. Gupta has expertiseand specialisation in Funding and Private Equity Deals. He is well connected to variousbanks, financial institutions and venture funds.Mr. Ashwini Taneja(FCA, ACS, AICWA, DISA, LLB)A multi-disciplinary professional, Mr. Ashwini Taneja is a law graduate and member ofInstitute of Company Secretaries of India (ICSI), Institute of Chartered Accountants of India(ICAI), and Institute of Cost and Works Accountants of India (ICWAI). With an experience ofmore than 15 years, he has a strong focus on Appellate side of Income Tax Law, appearingbefore Income Tax Appellate Tribunal, High Court and Supreme Court. He is a regularinterviewee for Income Tax related issues on various news channels like Star News, ZeeNews, Zee Business, Aaj Tak etc. OUR TEAM