Apohan marketing presentation v47 02 06-2020 aj

MARKETING PRESENTATION
APOHANTM CORPORATE CONSULTANTS PVT. LTD.
Where Businesses Realize Their Dreams!!!
The passion for a noble cause provides eternal motivation & a genuine motivation
does deliver profitability, return, growth and sustainability!
PRESENTED BY: Arun Joshi
E-MAIL: arun.joshi@apohanconsultants.com
PH. +91 9810481325
WEBSITE www.apohanconsultants.com

Contents
◦ 1. Root causes of business stagnation, financial distress & failures
◦ 2. Solutions for business growth & financial turnaround
◦ 3. Readying a business for private funding
◦ Business strategy, financing strategy & corporate management
◦ 4. M&A Fundamentals
◦ Advantages, Process, schedule, cost, documentations
◦ 5. Apohan: Advisory Service Portfolio
◦ M&A, Business strategy, financing strategy & corporate management, Business & investor counselling
◦ 6. Apohan Credentials:
◦ Capability, team, legal & general information
The presentation takes one through: 1. Why a business suffers from financial distress,
2. What are the options of solutions, 3. Why companies should consider equity funding,
4. How does Apohan provide a end-to-end, custom, holistic solution to the problem.

Section 1:
Root Causes of
Stagnation in Growth &
Financial Distress

Alone, A Businessperson Can’t Manage…
CORPORATE FUNCTIONS
 Group/ Corporate structure
 Shareholder relations
 BOD performance
 Investor/bank relations
 Strategic management
 Mergers & acquisitions
 Business alliances, JVs
 Corporate management
 Corporate governance
 Risk management
TECHNICAL FUNCTIONS
 Project plan
 Project management
 Certifications
 Supplier development
 Inbound logistics
 Production, manufacturing
 Operations & Maintenance
 Quality management
 Marketing
 Business development & sales
 Distribution channel
 Research & development
SUPPORT FUNCTIONS
 Administration
 Human resources
 IT – HW, NW, SW, SM
 Financing
 Financial management
 (Business) Investment
 Legal
 Knowledge management
 Compliances
 Public relations
 CSR
 Industry memberships
We see that an SME business leader carries out a wide variety of professional roles with
relatively a very few support staff & without much corporate policy framework apart from
managing personal & social life.

Long Experience Too Looks Short When…
Business side
◦ Complexity of business: Increasing every day & leading to
stress
◦ Compulsory new learning: An intellectual compulsory tax
◦ Brainstorming on long-term strategy: Rarely undertaken as
time is left for the same.
◦ Absence of systems: Prevent increased scale of operations
or required more personal attention
◦ Risks: Exposure to unknown without mitigation measures
in place
◦ Dissatisfactory growth: Despite growing market, possession
of technical/operational competence
◦ Decline in returns: As working on capital structure &
financing strategy is unattended
◦ Consultants: No satisfactory experience with problem .
Business growth is directly dependent on businessperson’s own time contribution.
His/her time being limited, there is a natural upper limit on the growth potential of the company.
Personal side
◦ Personal pursuits: No quality time to expend
the earned wealth
◦ Family life: Heavy sacrifice due to business
commitments
◦ Social, philosophical, spiritual side: take
second seat.
◦ Financial & reputational security: Not there
dues to volatile business environment.
◦ Physical health: poor due to haphazard
business schedule
◦ Business relationships: test limit of
psychological sensitivities.
◦ Frictional relationships: with business
stakeholders such as employees, suppliers,
clients, lenders, etc

Transactions
Goods Services
Business Services
Business Consulting
Management
Consulting
Strategic Consulting
Growth / Turnaround Financial Excellence Corporate Development
Compliance Consulting Regular Management
Operational Excellence
Technical
consulting
Non-consulting
services
Public services
Works
Wastage of the Most Precious Corporate Commodity Is Rampant:
Top Management Time
BROKERS
Allocate more time for:
1. Corporate development,
2. Financial excellence
3. Operational excellence
4. Growth
5. Turnaround
Allocate less time for:
1. Compliances,
2. Routine management,
3. Brokers,
4. Standard market cost
work.

Reasons for Financial Distress…
FINANCE RELATED
 No financial planning
 No financial analysis
 Poor cash management
 Insufficient capital provisioning
 Shortfall in working capital
 Delayed recovery of receivables
 Reducing profitability
 No risk mitigation measures
 Price war, stagnation
 No computation of overheads
 Improper allocation of overheads
 No provisions for contingencies
 Poor credit rating, CIBIL
 Poor bank relations
OPERATIONS RELATED
 Absence of project plan
 Delays in project completion
 No necessary certifications
 Absence of marketing infrastructure
 Poor contracts with clients
 Loss of key customers
 Ineligibility for tenders
 Absence of efficient procurement
 Low capacity utilization
 No product basket rationalization
 Frequent shutdowns
 Rejection due to poor quality
 Absence of innovation
 Unexpected regulatory development
 Poor documentation, communication
MANAGEMENT RELATED
 Office politics
 Friction in the management
 Loss of business partner
 High attrition of employees
 Loss of key employees
 Frauds & corruption
 Absence of policies
 Poor reporting structure
 No professional training
 Poor working culture
 No use of modern technology
 No business data to analyse
 Absence of compliances
 No participation in industry activities
Success needs all success factors together!
Failure needs aggravation of just one failure factor!!!

Need & Role of Apohan in a Business
Getting out of financial Distress
 Businesses face internal & external risks
 They can be further classified into within
control & out of control types
 Occasionally, businesses face risk events
and financial problems starts
 Old financial problems bring in new
financial problems
 The business is still attractive if a fresh
capital is infused
 Banks & institutions have their rule book &
don’t understand business merit, don’t lend
 The technocrat promoter is not aware of
private, case-based investors.
Coming out of business stagnation
 Business develops huge competencies &
network of clients over time
 Demand is growing & margins attractive
 Businessperson doesn’t have time to
dedicatedly undertake growth initiatives.
 Banks & institutional investors refuse to lend
without security, margin money, guarantee,
etc.
 There is no documentation & financial model
to analyze the potential returns for all.
 As opportunities see an end, negativity seeps
in.
These companies can’t afford to have permanent high quality staff to look into this. They
don’t know how to find & coordinate with various consultants.
Apohan provides end-to-end solution including money (advisory)!

Section 2:
The Solutions for
Growth &
Turnaround

Six Simple Ways to Grow A Company
The Technocrat Promotor’s Role
1. Increasing Volume of Sales/Supplies
 Increase production capacity
 Add new production capacity
 Use all existing production capacity
 Produce what sales
 Market all production
2. Increasing Prices of Goods/Services
 Increase quality
 Identify right buyers
 Market properly
3. Reducing Cost of Production/ Delivery
 Reduce volume of inputs
 Reduce cost of all inputs
 Identify contribution of each project/ product
 Increase quality of inputs
 Increase quality of processes
 Increase efficiencies
A business faces financial default or crisis and remains stagnant, becomes
unattractive if concerted efforts on all these fronts
The Financer Promotor’s Role
1. Making available capital
 So that profit opportunities don’t go to others
 Arrangement of all foreseeable requirements
 Arrangement for risk events
2. Reducing the cost of capital
 Lesser than cost to peers from same source
 Much lesser than existing ROI
 Strategic fit with capital structure
 Favorable T&C
 Easy repayment possible
3. Reducing cost of raising capital
 Reduce statutory, compliance charges
 Reduce professional’s fees
 Reduce taxes
 Reduce Apohan fees

Financing: Cost Focus Costs Heavily…
Cost of finance should take second seat with respect to…
◦ Capital structure: (capital ratios, long-term implications, liabilities)
◦ Ability to repay: (Schedule, moratorium, DSCR, cash flow projections, etc)
◦ Terms & conditions: (drawdown, convertibility, voting power, etc)
◦ Cost of finance: (interest, cost of equity, processing fees, etc)
Logical process of preparation of Financing Strategy
◦ Assessment of appropriate investment amount to be mobilized and its phasing
◦ Assessment of possible internal sources (accruals, promotors, shareholders, ESOPs, rights, etc)
◦ Selection of external source type (debt, equity, grant, mix, their types, etc)
◦ Selection of the specific instrument/contract (DVR, preference equity, bond, ECB, etc.)
◦ Selection of funding entity type (Private individual, PE, VC, Bank, FDI, etc)
◦ Approaching of a specific funding entity that meets the criteria
Cost of finance is not all about financing!
A superficial management of funding/borrowing leads to major corporate failure!

Equity Funding is Very Attractive…
SN Aspect Debt Funding Equity Funding
15 Risk of default High No
16 Punishment upon default Very high None
17 Term of investment Short Long
18 Due diligence Very Less Hectic
19 Documentation Less Hectic
20 Eligibility Institutional Discretionary
21 Funding decision basis Eligibility Merit based
22 Funding amount Limited Very high
23 Dilution of control No Yes
24
Interference in
Management No Yes?
25 Expectation of return Less Very high
26 Synergy benefits None Very high
27 Availability of variants Less High
SN Aspect Debt Funding Equity Funding
1 Guaranteed return Yes No
2 Fixed return Yes No
3 Periodic return Yes No
4 Time for disbursement Less High
5 Security requirement Yes No
6 Gurantee requirement Yes No
7 Compliance requirement Less Very high
8 Rejection criteria Rules Analysis
9 Corruption More Very less
10 Cost of raising funds Less High
11 Flexibility available Less Very high
12 Flexibility required Less Very high
13 Repayment requirement Yes No?
14 Interest payment Yes No
The biggest advantage of equity funding is that it is provided by people who know
how to grow & you grow with them!!!

Importance of Perspective … Who Engages Apohan!
Persons/Entities
1) Promoters, shareholders
2) Chairman, Managing Director, CEO
3) Executive/non-executive directors
4) Independent directors
5) Resolution professionals
6) Heads of departments, CXOs
7) Lenders & investors
8) Trustees, nominees & guarantors
9) Key contractual clients / suppliers
10) Key decision makers & equivalent people
11) Mentors & influencers
Who wants to achieve a success & for what type of legal entity has a lot of significance in
deciding the course of action.
Their Organizations
1) Private/Public limited companies
2) Listed companies
3) MNCs, subsidiaries, branch offices
4) Limited liability partnerships
5) JVs, SPVs, Holding entities
6) Govt. department, PSUs
7) Proprietorships & Partnerships
8) Societies, trusts
9) AOPs, HUF, etc
10) Industrial associations
11) Investors

Section 3:
Readying For Private Funding:
Business Strategy,
Corporate Management,
Financing Plan.

Step 1: Business Strategy: Choose a Corporate Path
◦ Formulation of business philosophy, vision, missions, etc
◦ Formulation of the short-term, mid-term & long-term objectives of the company
◦ Formulation of central strategic management department, its constitution & mandate
◦ Preparation of strategic business plan with surveys, DPR, costing
◦ Certifications, registrations, memberships, associations
◦ Business alliances & JVs
◦ Preparation of contract structure between stakeholders
◦ Preparation of flexible, custom financial model with sensitivities & scenarios
◦ Preparation of top level strategy for each department boundaries of roles of departments
◦ KRAs and performance incentive sharing mechanism between departments
◦ Preparation of corporate policies
◦ Preparation of organization chart, departmental SOPs
All of this needn’t be done at cost of operations, but someone somewhere must be
spending time on these matters to avoid long-run repentance!

Step 2: Financing – Ensure Adequate Capital
Three categories of financial knowledge:
◦ Accountant’s financial knowledge:
◦ Typically done by commerce graduate or CA
◦ Record of what happened in the past
◦ Compliance, recording, filing, statutory
◦ Manager’s financial knowledge
◦ Budgeting & planning
◦ Profit increase orientation
◦ Businessman’s financial knowledge
◦ Required knowledge of only basic mathematics
◦ Financial decision making
◦ Strategic financing
A businessman typically gets too deep into compliance, filings, regular accounting rather
than trends, profitability, returns, competition, strategic corrections & FINANCING!
Three types of financial functions:
◦ Financing / Funding
◦ How much money to bring
◦ How to bring
◦ How to redeem
◦ Financial management
◦ Accounts, audit, tax
◦ Budgets, projections
◦ Compliance, reporting, control
◦ Investment management
◦ Where to invest excess money
◦ What new projects to undertake
◦ How much dividend to pay
◦ Private Business Investment

Step 3: Corporate Management - Provide Robust Structure
◦ Constitutional
◦ Group structure, timely change of legal form
◦ Objectives, MOA, AOA
◦ Promoters, shareholders, investors, lenders
◦ Shareholding agreements
◦ Entry, exit, dilution philosophy
◦ Proper allocation of rights, assignments
◦ Organization structure
◦ Watch on control & ownership
◦ Board of directors
◦ Performance oriented selection
◦ Rights, duties, incentives, penalties
◦ Mechanism for performance evaluation
◦ Training for performance management
Existence & quality of stakeholder contracts leads to harmony & effectiveness of
the leadership
◦ Corporate governance
◦ Regular consultation with experienced CS
◦ Professional conduct of directors
◦ Induction of independent directors
◦ MOC, SEBI, compliances
◦ Investor relations & communications
◦ Corporate policies
◦ Disclosures, filings, reporting, mechanisms
◦ Assessment of M&A need
◦ Watch on capital structure
◦ CSR
◦ Registrations, Memberships
◦ Company/product/process certifications
◦ Compliance of industry standards
◦ Memberships of industry associations

Section 4:
M&A Fundamentals
Concepts, Process, Schedule, Costs, Roles, etc

The Dilemma Between Growth & Control
 Smaller holding in a large, growing entity should be preferred over large holding of a small, stagnant entity
 Difference of opinion on current valuation is insignificant compared to future gain in total valuation
 Business growth is a dream of every businessperson
 Internal accruals are often not sufficient to fuel growth dreams
 Organic growth is slow, painful & uncertain
 Benefits of synergy are absent in organic growth
 Attachment of control even if competent partner is available is more for psychological satisfaction
 A wise management would choose growth over control
 The very purpose corporate structure is growth through capital participation
 Dilution of control may provide financial expertise for a technocrat
 Relationship with a rich entity may come handy in crisis
 Investment contracts can be designed to address many control expectations & concerns
 Complexity doesn’t make a professional reason to avoid M&A route
 Delegation can be done at market cost level & not control improves life quality
The role of Mergers & Acquisitions is very crucial in exploiting growth potential.
Grow less at the cost of partner & more through exploiting market opportunities.

Why Business Alliances Fail?
The Beginning:
 Excessive trust & confidence
 Partnerships not designed for any
possible failure
 Very good spirits in the beginning
 High degree of cooperation needed
to succeed
 Not much wealth in the business
 Hardly anything to fight for or fight
about
 Hardly any complex aspects known
 Business is simple in size, form and
nature.
 No pre-written explicit written
documentation felt needed
Treatment of all the aspects through a relationship contract in the beginning is the solution!
Your problem, in most likelihood, wouldn’t be in the never before category in the corporate history!
The Interval:
 Wealth, reputation, assets,
profits, rights, people
 Duties, obligations, liabilities,
risks,
 Stress, egos, complex
communications, events,
 Issues handled randomly,
casually, haphazardly
 Partners are hesitant to open
negotiations
 Tendency to retain benefits &
pass on the liabilities
 No management of future
complexities
The End:
 Influence of new entrants
 Difference of opinion is taken as
opposition
 Disagreement on sharing scope &
benefits
 Disagreement of role, control &
business decisions
 Violation of implicit clauses by
one party
 Formal end of relation, loss of
synergies
 Confusion among stakeholders
 Competing entity in market
 Litigations, arbitrations

The Benefits From M&A Activities
◦ Increased scale of operation
◦ Economies of scale
◦ Brand goodwill
◦ Market share/leadership
◦ Access to new markets
◦ Enhanced market share
◦ New geographic presence
◦ Synergies of operations
◦ Tax, subsidy, incentive benefits
◦ Reduction in competition
◦ Reduction in pressure on prices
A well undertaken M&A can transform a company into a giant in future.
There is virtually unlimited benefits.
◦ Growth w/o new cash
◦ Settlement of liabilities, debts
◦ Financial turnaround of distressed assets
◦ Less overheads
◦ Ready made listed public form
◦ Infusion of money for growth
◦ New close stakeholders
◦ Removal of capability deficits
◦ Bulk buying advantage
◦ Enhanced creditworthiness
◦ Enhanced credentials for tenders
◦ Investment in upgradation, technology, R&D

When To Seriously Think of M&A?
Financial Distress
 Supplier payment defaults
 Working capital defaults
 Bank NPA
 Lok Adalat
 Company Law Board
 Strategic debt restructuring
 SARFAESI, DRT, DRAT
 Asset reconstruction
 CIRP under IBC process /NCLT
 High Court/ Supreme Court
 Viable loss making business
 Unviable business
 Business under liquidation
The ability of company to bargain valuation & dictate terms is least when business is foreseeing
liquidation & the highest when the business is growing at fast pace with very high margins & low risks.
Introvert Businesses
 Not able to take decisions
 Don’t know right time to grow
 Waiting to fail but don’t know
that
 Loosing good opportunity
 No timely succession planning
 No horizontal or vertical
integration
 Surviving on luck
 Surviving on relationships
Growth Financing Requirement
 WC for 100% capacity utilization
 Capacity expansion
 Product portfolio expansion
 Geographical expansion
 Vertical – forward & backward
expansion
 Horizontal or lateral expansion
 Inorganic growth
 New greenfield or brownfield project
 New product development, technology,
R&D
 New business structure, contract
structure
 Diversification
 International expansion

Selecting the Right Transaction Structure
1. Asset Transactions
 Asset sale
 Slump Sale
2. Equity/security Transactions
 By the company
o Issue of new shares, Buyback of shares
o Bonus shares, Rights Issue
 Between the shareholder
 Sale purchase
3. Corporate Transactions
 Combinations
o Mergers – Statutory, Subsidiary,
Consolidation,
o Mergers – Horizontal, vertical,
conglomerate,
o Mergers - Co-generic, Forward, Reverse
o Acquisition – Friendly, Hostile
 Divisions
o Demergers, hive-offs, divestiture
4. Combinations of the above
M&A advisors need to select appropriate transaction
as the same has huge implications towards meeting
strategic objective, process, time, compliances, cost &
certainty.
Apart from internal experts, Apohan consults
investment bankers, company secretaries, CAs &
lawyers in arriving at the best transaction structure.
The Variants of M&A Space:
Schemes, Arrangements, Compromises, Restructuring, Corporate
restructuring, Financial Restructuring, Business Restructuring,
Group Restructuring, Asset restructuring, Issue, Allotment,
Placement, Block Deals, IPO, ADR, GDR, FPO,FDI, ODI, DVRs,
Convertibles, ESOPs, Options, Joint Venture, Inorganic Growth,
Turnaround, Amalgamations, Acquisitions, Takeovers, Spin-offs,
Revivals, Combinations, Mergers, Combinations, Dormancy,
Closures, Deregistration, Dissolutions, Liquidations, Winding-up,
Corporate Control : M&A Fibonacci Numbers-
0%, 5%, 10%, 24-25-26%, 49-50-51%, 74-75-76%, 90%, 100% ,

The M&A Process Flow
•Pre-mandate
discussion
•NDA- (B to C)
•Proposal
submission
•Acceptance to
proposal
•Consulting contract
execution
Appointment
Phase
•Statement of
business objectives
•Schedule of
assignment
•Strategic options for
M&A
•Formats for external
communication
•M&A cost
Inception
Phase
• Profile of seller
• Detailed document
analysis
• Required profile of
buyer
• Communication to
investor
• Study of investor
communication
• NDA (B to S)
• Data room preparation
• Buyer due-diligence
information
• Expression of interest
by investor
• Shortlisting of serious
investorIdentification
phase
•Financial model
•Selection of
CS/CA/Lawyer/Tec
hnical/Expert
•Term sheet
•Valuation
•Corporate/account
/tax
•Seller due-diligence
Detailing
Phase
•BTA model
•Negotiations
•Signing
•Fund transfer
•Success fee
•Handholding
Closure
Phase
The process looks daunting, lengthy & risky. However, depending upon comfort between the parties
& quality of consultants, it may happen quicker & correct.

M&A Documentation – Key to Deal Success
1. Consulting proposal, agreement
2. Inception report
3. Client presentation
4. Profile of client
5. Profile of target company/investor
6. Teaser, Pitch book
7. Information memorandum
8. Data sheet
9. Business plan
10. Schedule of investment requirement
11. Financial model
12. Amendments in MOA/AOA
13. Board resolutions
14. Advertisements for online media
15. Advertisements for physical media
16. Mutual NDA
17. Investor presentation
18. Investor proposal analysis report
19. Investor’s due diligence report
20. Valuation reports – 4 types at the
minimum
21. Document list of data room
22. New documents & reports for specific
needs
23. Term-sheet
24. Business Transfer agreement
25. Corporate documents
26. Legal documents
27. Disclosure schedule
28. Due diligence agency appointments
29. Due-diligence report
30. Handholding report
In addition, the study & analysis of hundreds of company documents is involved.
This is why an M&A advisory can’t be purely success based, brokering can!!!

Apohan: Experts’ Network
 Role of Company secretaries
 Schedule of meetings
 Board + General + Special resolutions
 ROC fees
 ROC, SEBI etc permissions
 Secretarial compliance of M&A
 Secretarial due-diligence of both
parties
 Role of Chartered accountants
 Accounting of M&A
 Taxation of M&A
 Financial due-diligence
 Role of Business Lawyers
 Court approvals
 Distress litigations
 Regulatory permits & licences for
M&A
 Legal due-diligence of business
contracts & M&A contract
 Role of Valuation experts (for tax)
 Enterprise valuation
 Land and building valuation
 Plant and machinery valuation
 Inventory valuation
 Valuation of investment
 Brand, IP, etc valuation
Apohan is linked with most of the reputed M&A experts in Pune & has established a
network of experts to complete all the statutory tasks in the speedy manner.

M&A: Cost of Raising Funds
 Major Costs:
 Brokers - Save 100% of it or pay nominal finder fee.
 M&A consultants – Major fees is success based
 Due diligence professionals – Internal staff and buyer can take care of this
 ROC fees – Depends upon face value of additional capital
 Stamp duty – Varies from state to state
 Nominal costs:
 Company secretary – Corporate process charges
 Chartered accountants, Accounting – Consolidation of statements
 Chartered accountants, Taxation – Consolidation of statements
 Business lawyers – Court, NCLT, Approval, contracts
 Valuation expert – Value for tax & compliance purposes
 Technical expert – May not be needed.
 Miscellaneous Costs:
 Approvals, Taxes, Contingency
Taxes, ROC fees, stamp duty, M&A Consultant’s success fees are major costs!
Transparency in information sharing & clarity of documentation decide these costs!!

M&A Timeframe
SN Milestones Work description Month
s
1 Consulting
contract
NDA, M&A advisory contract. T0
2 Inception
report
Objectives, Options,
Company profile, Target
profile
T1 = T0+
0.5
3 Shortlist of
investors
Prospecting & marketing,
teaser, presentation,
screening
T2 = T0+
1
4 Plant visit Mutual NDA, plant visit T3 = T0+
1.5
5 Study of key
document
Business plan, Financial
model, valuation.
T4 = T0+
2
6 Approvals Internal approvals on both
the sides, statutory approvals
T5 = T0+
2.5
SN Milestones Work description Months
7 Term sheet Preliminary offer, LOI, Term
sheet
T6 = T0+ 3
8 Due diligence Due diligence of seller, buyer T7 = T0+ 3.5
9 Draft
contract
Disclosure schedule, draft
M&A contract
T8 = T0+ 4
10 Final Contract Review, legal vetting,
negotiations & signing of
M&A contract
T9 = T8+ 2 to
5
11 Funds Disbursement of funds,
consideration
T10 = T9+ 0.5
12 Merger
Integration
Corporate process,
accounting/ taxation,
compliances, filing,
reporting, closure, etc.
T11 = T8+ 1
M&A process takes around 6-9months on an average & hence must be planned well
in advance.

Beware of Brokers!
 The brokers shouldn’t be taken as M&A consultants!!!
 They don’t know M&A process details and may reveal your M&A intent to wrong entities. A company
rumoured to be sold risks business relations
 They don’t know many investors & even if they know, no professional investor invests crores of rupees on
their personal recommendation.
 They make difficult getting an investor as the investor requires direct mandate from the business/seller to
the M&A consultants.
 Investor gets put-off by higher brokerage charges as they are ultimately paid by the company.
 Brokers increase cost of acquisition of finance without much contribution in deal making, documentation,
trust building,
 They delay M&A closure as it takes them a lot of time to make an agreement, decide payment sharing, etc
as they don’t do this full time.
 They accept any terms & conditions & that is why they are wrongly perceived as very lucrative M&A.
A decent broker would charge a nominal referral fee.
A private limited business is highly illiquid but that doesn’t mean a broker should
take away your wealth!

Die-Hard Question: Do You Have an Investor?
A Big Yes… Provided that
◦ the management has a record of financial
integrity;
◦ the company has sound competence in its
technology, products, services, markets &
competition & the trends in them
◦ There is a priced demand for the products that
can create sustainable profits
◦ There is in place or can be put in place marketing
capability & marketing infrastructure
◦ There is possibility of returns on investment in
proportion of risks
◦ The offer to be made to the investor is
reasonable, rational.
◦ There is readiness to undergo the rigorous
M&A process documentation.
No investor invests crores of rupees because they merely KNOW the M&A advisors like us.
An investment is always based on the business merit alone!
Business & Investor
◦ Doing business is very complex & difficult & doing
financial investment is relatively very easy.
◦ The number of eligible businesses is very low & the
number of eligible investor is very high.
◦ Typically, the investment requirement of a business is
relatively low.
◦ The ticket size of investment of many investors is very
high.
◦ There is a lot of money chasing a very few good
opportunities.
◦ Investible money is not a rare commodity in the world.
◦ The alternative investment opportunities very less
lucrative & potent.
◦ Businessmen think investors are rare because all the life
they were looking only for clients, not investors.

Section 5:
Apohan Services
Counselling, M&A, Strategy, Financing, Corporate

Broad Summary of Services
1. Merger & Acquisitions Advisory
◦ All kinds of business transfers, Sell side advisory for businesses, Buy side advisory for investors, Business
turnaround, financial growth advisory, Succession planning & management outsourcing
2. Financing Strategy, Financing Plan Advisory
◦ Long-term bank loan advisory, NBFC & other institutional debt advisory, Working capital advisory, Project
finance, SME finance, Government schemes & subsidies advisory, Finance training for non-finance staff
3. Corporate Management Advisory
◦ Formative, constitutional & promoter related advisory, Shareholding, ownership & control related matters,
Identification, training & performance of Board of Directors, Business Alliance, JV strategy & plan
4. Business Strategy Advisory
◦ General business strategy & plan, Greenfield & brownfield project strategy & plan, Bid / tender advisory
EPC/PMC/AMC, Risk management advisory, Contracts, strategic financial models, India entry strategy
Apart from this, Apohan carries out following short-services:
1. Counselling for businesses on strategy/options to avail equity finance &
2. Counselling for investors on how to make safe, documented & remunerative
investment in a private limited company.
These are charged on hourly basis.

Section 5.1:
Mergers & Acquisitions

A. Services: Mergers & Acquisitions (1/3)
Financial turnaround of distressed
business
Non-performing assets
Financial turnaround
Business Restructuring
Financial restructuring
Asset reconstruction
Bank NPA advisory
IBC /CIRP/SARFAESI Advisory
Business growth through equity
funding:
Equity funding for growth
initiatives
Equity funding for new projects
Equity funding for working capital
Inorganic expansion acquisitions
Strategic equity investment
Financial equity investment
Buy-side advisory
M&A for Retiring
businessmen:
Succession planning
Management outsourcing
Death will management
Sellout advisory

International business
India entry strategy
Initial public offer
ADR GDR
JV through Foreign direct
investment
Cross border deals
Overseas direct investment
Special business alliances
Local Indian equity joint venture
Contractual joint venture
Franchisee contract
Lease contract
License agreement
Royalty contracts
Consortium for tender
EPC alliance contracts
PPP alliance for infrastructure
Combinations & divisions
Mergers
Acquisitions
Demergers
Sale of strategic assets
Asset sale
Slump sale
Sale of shares
Share transfer
Sell side advisory
Buy side Advisory

Management of company
control
Cross holding mergers and
acquisitions
Differential voting rights issue
Control deals
Crowd funding
Core investment company
management
Discreet services
M&A Deal structure
Deal advisory
M&A costing
Financial models
Business transfer contracts
M&A negotiations
Corporate process
M&A taxation
Investor finder services
M&A counselling
Corporate transactions
Buyback
Bonus issue
Rights issue
Sweat equity
ESOPs
Private placement
Preferential allotment
Dividend policy

Section 5.2:
Financial Strategy

B. Services: Financial Strategy (1/3)
Working capital
Working capital management
Cash flow management
Improvement in cash
conversion cycle
Supplier contracts
Client contracts
Bill discounting
Re-finance
Strategic finance
Financial strategy
Financial plan
Capital structure
Financing strategy
Financial performance
improvement
Financial risk analysis
Investment strategy
Financing strategy
Mergers & acquisitions
External commercial borrowings
Financial restructuring
Financial turnaround

Special financial solutions
Project finance
Export finance
Lease strategy
Licensee contract
Royalty contract
Local joint venture
Joint ventures with FDI
Operation finance
Product pricing strategy
Product basket rationalization
Fixed & variables cost management
Management & allocation of overheads
Insurance strategy
Technology transfer agreements
SME finance
Government schemes
Management of bank guarantees

Financial Training
Strategic financial training for
businessmen
Financial training for non-
finance management
Discreet services
Business valuation
Financial models
Debt contracts
Equity contracts
Financial negotiations
Investor relations
Financial policies
Organization of finance department
Financial growth strategy
Directorial remuneration
Key personnel remuneration
Financial KRAs of top management
Tender policy
Budget policy
Dividend policy
Financial data & software strategy

Section 5.3:
Corporate Management

C. Services: Corporate Management (1/3)
Incorporation
Business group structure
Legal form of business
Conversion of legal form
MOA & AOA
Shareholding agreements
Appointment of company
secretary
Winding up
Board of directors
BOD structure
Performance management of
BOD
Recruitment of directors
Board committees
Independent directors
Management committee
Strategic corporate
management
Corporate development plan
Ownership & control
management
Shareholder separation
management
Family business management
Dispute management in NCLT
Business investment
management

Corporate transactions
Rights issue
Buyback
Bonus issue
Preferential allocation
Private placement
ESOPs
Share transfer
Convertible instruments
Corporate conversions
Going private
Going public
IPO/listing
ADR/GDR/SDR
Financial aspects
Capital structure
Dividend policy
Directorial remuneration
Incentive structure
Key personnel remuneration
Strategic financial training for
directors

Strategic relations
Joint ventures
Business alliances
Certifications
Registrations with authorities
Memberships of associations
Corporate policies
Key corporate level policies
Corporate governance
Corporate compliance plan
Code of conduct
Key departmental policies
Corporate social responsibility
Stakeholder advisory in
personal capacity
Promoter advisory
Shareholder advisory
Key personnel advisory
CD/PS holder advisory
Investor relations

Section 5.4:
Business Strategy

D. Services: Strategic Management (1/2)
General
Business vision & mission
Business strategy
Business plan
Financing strategy
Risk management
Special business alliances
Local Indian equity joint venture
Contractual joint venture
Franchisee contract
Lease contract
License agreement
Royalty contracts
Overseas direct investment
Structural advisory
Business model
Capital structure
Revenue structure
Corporate structure
Contract structure
Tax structure

D. Services: Strategic Management (2/2)
Strategic improvement
initiatives
Certifications
Registrations with authorities
Memberships of associations
Technology strategy
Operational strategy
Revenue strategy
Pricing strategy
Capacity strategy
Value chain strategy
Greenfield project strategy
Bid advisory
Transaction advisory
EPC/PPP/PMC/AMC contracts
Export strategy
Discreet services
Business valuation
Financial models
Business data models
Business contracts
Business negotiations

Section 5.5:
Counselling & Coaching

E. Hour/Day Basis Services: Counselling
Type of Service What it means? Why it is required?
M&A counselling Advise on objectives, key decisions, process,
preparedness
On job learning in M&A may cost heavily
to business.
Strategic Finance
Counselling
To explore several options of financing a
business
To avoid NPA, dissolution & loss of
reputation due to default
Corporate Management
Counselling
To evolve a path for control, ownership &
governance matters
To avoid complicated stakeholder
disputes & absence of harmony.
Business Strategy
Consulting
To plan business growth, to realize a
businessperson’s dream
To organize company, to tread a
calculated path
Investor Counselling We counsel investors & HNIs for investment in
private limited business.
To get better returns & control in
management
Typically, without systematic counselling, a business would take around 3-4
months to take M&A advisory hiring decision.
Counselling Approach:
◦ Provide a written brief on issue, talk on phone, provide basic documents, take appointment for
face-to-face meeting

Section 6:
Apohan: Capability, Experience &
General Information

Screening & Filtering Criteria – Prospective Clients
Desired Average Business Size
1. Revenue*: Rs.50 cr.
2. Equity investment requirement: Rs. 25 cr.
Bottom threshold size
1. Revenue of Rs.25 cr.
2. Equity investment requirement: Rs. 10 cr.
The M&A process is rigorous, hectic & lengthy. It involves role of many types consultants.
It is very documentation heavy. Small organizations, typically, as per observations, don’t
have appetite for these transactions.
*Acceptable Parameters
1. Current revenue
2. Recent Peak revenue
3. Target revenue in next 2-3 years
4. Capital block
5. Net worth
We don’t do end-to-end debt finance advisory, though we provide strategic advisory on debt contracts.

No Pure Statutory Services
We don’t (directly or indirectly) provide the following services if not
needed in M&A course:
◦ Company secretarial work: Incorporations, filing, reporting, statutory payments, etc.
◦ Chartered accounting work: Accounting, taxation, reporting, filings, compliances, etc.
◦ Legal work: Filing cases, representation to NCLT/courts, etc.
◦ Cost accounting: Compliance
◦ Marketing advisory: Surveys, strategy, market growth, profit sharing, etc
◦ Technical work: Feasibility, technical DPR, technical appraisal
◦ Approvals: Getting approvals, permits, licenses, etc from government bodies
◦ Certifications: Private or public certifications such as IEC, GSTN, ISO, CMM
◦ Non-strategic HR, administration, IT, etc advisory
◦ Business services not related to M&A, strategic financing, business strategy, corporate
The business can procure these services directly. Apohan shall define the scope of work & review
outcome of all these for M&A activities in the context of the assignment.
Apohan has a wide network of above professionals for completion of above works.

Sectors: Whom We Serve
Infrastructure
Construction
Real estate
Roads & highways
Ports
Airports
Inland waterways
Water
Waste
Mining
Energy
Power
Telecom
Environment
Social Infrastructure
Education
Hospitality
Tourism
Health
Commodities
Steel
 Metals & alloys
Chemicals
Cement
Coal
Petroleum
Natural gas
Engineering
Civil
Mechanical
Electrical
Electronics
Instruments
Chemicals
Manufacturing
Automotive
Ship building
Air craft
Media & Entertainment
Publication
Film
Music
Event Management
Art industry
Information Technology
HW & networking
Software design
Web & app design
ERP
Call centres
BPO
Digital media
Social Media
Internet
Trade
Home Trade
Import
Export
Entrepot
Business Services
Communication
Banking
Insurance
Transport
Logistics
Distribution channel
R&D
Equity research
Surveys
Data analysis
Agricultural
Agriculture
Fishing
Dairy
Poultry
Horticulture
Wood
Tobacco
Paper
Other
Pharmaceuticals
Defence
Municipal services
Diversified
EPC
PPP
Other
Our services are not intended for a specific sector or industry, a specific product or service!
New Age Technologies
Blockchain
Artificial intelligence
Robotics
Automation
Drones
Big Data
Cloud
3D Printing
Immersive reality
Holography
Nanotechnology
Advanced materials
Electric vehicles
Hydrogen cells
Internet of Things
Renewables
Waste to power
Biomass to power
Genetics
FinTech EduTech
Collaborative Tech
Quantum computing
Smart cities
New age screens
LBS
Connectivity

Business Structures: Whom We Serve
Legal types
o Proprietorships
o Partnerships
o Private limited
companies
o Public limited
companies
o Listed companies
o Societies
o Cooperative societies
o Trusts
o NGOs
o Government
o Multilateral agencies
Our services are not intended for a specific type of legal entity or business structure. The
revenue (potential) should be more than 25 Cr per annum
Buy Side Advisory
o Angel investors
o PE funds
o VC funds
o Lenders
o Banks
o NBFCs
o FDI
o FII
o HNIs
o Indian international businesses
o Foreign MNCs
o Home traders
o International traders
Place in value chain
o Project companies
o Manufacturers
o Traders
o Wholesalers
o Franchisees
o Retailers
o Any other business
model

Apohan: Unique Consulting Approach
Engagement with Apohan means a businessperson has got
Additional legs, hands, hearts, minds, brains & souls!
SN Feature Typical Industry Practice Our Practice
1 Custom Solutions Buy what we have to offer We offer what the business exactly needs rather
than what we have
2 Implementation Report is the end Recommendations that are implemented
3 Flexible scope of work Fixed, rigid scope of work Dynamic, objective oriented scope
4 End-to-end solution Multiple conflicting agencies All agencies are taken care of centrally
5 Handholding No relationship after last milestone Handholding for understanding new system
6 Long-term
engagement
Assignment specific engagement Multiple engagements to realize all potential
7 Counselling No personal touch Special care of individual needs, company culture
8 Risk sharing No relation with results Risk sharing by substantial revenues linked to
results

About Payments & Consulting Contract
Price Proposals – short-term engagement
1. Mobilization fees: These will a fixed fees. They shall
be without an advance payment BG.
2. Milestone based fees: These fees shall be based on
delivery key milestones in the course of the
assignment in place of fixed monthly payments.
They can be monthly as well.
3. Success fees: M&A advisory in basically loss-making
looking at the heavy cost structure. Upon closure of
the deal contract, a major fraction of the total fees is
paid in the form success fees.
4. Time incentive: The client pays an agreed sum for
closing the deal before the agreed latest time.
5. Value incentive: The client pays for more than
expected realization of value for having found a
partner who sees more synergies, etc.
Apohan is not a mere consulting company but also it believes in its recommendations & action plans.
Hence success fees & profit sharing would be the key elements in the long-term engagements.
Key Contractual Terms
1. Exclusivity: The mandates becomes
exclusive after the client signs NDA with an
investor of his/her choice.
2. No guarantee of success: Despite several
merits of the business or the promoters,
despite M&A advisory abilities of Apohan,
a deal may not go through in negotiations.
Both the buy side & sell side expectations
of value & terms are beyond control of an
M&A consultant.
3. No statutory role: Apohan does not carry
out statutory roles of CS, CA, lawyers,
valuers, etc
4. Documentation & decision support

Apohan Experience / Assignments
SN Current assignments Rev. Amt
1 Strategic sale/dilution of a
Pune based solar & industrial
inverter company
20 12
2 Financial turnaround of a
state if the art food
processing company
220 70
3 Financial turnaround of
metal forging company.
40 16
4 Advisory for corporate
management for a leading
cutting tool company
8 NA
SN Apohan upcoming assignments
1 100% sales of a Dam-to-tap water infrastructure
company in Pune & Ahmednagar
2 Growth advisory for a infrastructure services company in
highway sector based in Mumbai.
3 Holistic business strategy including corporate
management for a reputed real estate company in Pune
4 Sell side advisory for a Industry 4.0 sector IT company
based in Pune
5 Succession planning for a Pune based Power project
company
6 Buy side advisory for Pune’s largest metal company to
acquire a casting company.
7 Buy side advisory for Mumbai based investor to acquire
a biodiesel company.

 Profile: 20 years of work experience in the M&A, financial,
corporate, strategic role with the most prestigious companies of
India.
 Companies: Worked in RIL, GAIL, CRISIL,
PricewaterhouseCoopers (PwC), Isolux Corsan, Delhi Integrated
Multi-Modal Transit (DIMTS), Bluestream Infrastructure
 Sectors: Engineering, chemical & other process, construction,
energy, transport, information technology, social infrastructure
 Domains & functions: Expert in M&A, corporate management,
financial models, business contracts, business strategy,
transaction advisory, business alliance management, contracts,
finance, banking, greenfield projects, CEO training, etc.
 Graduation: BE (Mechanical) from College of Engineering,
Pune (COEP), 1998 Batch
 PG: MBA (International Business) from Indian Institute of
Foreign Trade (IIFT), New Delhi, 2003 Batch
 LinkedIn Profile: https://www.linkedin.com/in/arunjoshiapohan
Arun Joshi
An M&A advisor with
professional experience of
20 years across industries,
sectors, projects,
geographies in the reputed
companies in India.
Apohan has a team of MBAs, CAs, company secretaries, engineers, technocrats, business
lawyers, and a huge network of freelancers, experts, sub-consultants and certified
professionals to provide integrated M&A services.
Our largest asset is our network of investors & our approach in taking a proposal to them!
Profile : Director, Delivery

 Profile: Business Leader successful at implementing strategic
approaches to drive profitability and sales. Leading teams for
businesses and revenues; driving sales, marketing and growth
strategies. Lead a team of up-to 200 members. International
experience of leading projects delivered in Australia, Africa & UAE.
 Companies: Worked with Onicra Credit Rating Agency, AVTEG Pvt
Ltd, Hope Technologies Ltd, Supertech Solutions Ltd, Fifth Quadrant
Designs etc.
 Sectors: MSME, information technology, Social Impact & Livelihood,
Banking, Infrastructure and Facility Management, Education and
Training
 Domains & functions: Expert in Sales & Marketing, corporate
management, business strategy, Network advisory, business alliance
management, Cross Cultural engagements, Rating Models, Project
Management, Go To Market, Opportunity Identification, Start up,
etc.
 Graduation: BSc (Electronics) and PGD (Industrial Instrumentation
and Information Technology) from Center for Electronics Design and
Technology of India, Gorakhpur (CEDTI), 1996 Batch
 PG: MBA (Marketing and Financial Management) from Nagpur
University, Nagpur, 1998 Batch
 LinkedIn Profile: https://www.linkedin.com/in/shaileshkw
Shailesh Waghmare
Business leader with 19 years of
experience of impacting
organizations through strategic
decisions across Rating Industry,
Consulting Services, MSME
advisory, IT & ITes, Education
Management and Marketing &
Management Consulting
Profile: Director, Strategy & BD
Represented Organisations in various forums as a speaker, member of panel discussion, faculty at
workshops organised by CII, IIA, FICCI, ACMA, NSDC, NSIC, AIMA, UNDP, etc.

Apohan: General Information
Description Details
Name ApohanTM Corporate Consultants Pvt. Ltd.
Legal form Private limited company (ROC Pune)
Nature of business M&A, Strategic Financing, Corporate Management, Business Strategy advisory
Incorporation year 2018
Corporate office
Office no. 11, 1st floor, Shriram Complex, Model Colony Rd., Shivajinagar, Pune, Maharashtra,
India – 411016 ; Landmark: Fergusson College
Registered Office C-302, Omega Heritage, DSK Vishwa Road, Dhayari, Pune, Maharashtra, India -411041
Website https://www.apohanconsultants.com
Link of HQ location: https://goo.gl/maps/v6r82ax14Uy
Membership Maratha Chamber of Commerce, Pune
Bank details
Apohan Corporate Consultants Private Limited |IDFC First Bank, Kalyani Nagar Branch, Pune|
|Account Number: 10032009434| IFSC Code: IDFB0041358| MICR: 411751009
CIN U74999PN2018PTC180122
PAN/TAB/GSTN AARCA5583G / PNEA29043A / 27AARCA5583G1Z7
Start-up Certificate No.: DIPP46253
Udyog Aadhar MH26D0228386
Ongoing /planned… ISO, SEBI Registration for Investment Advisor

Contact
Contact Person: Arun Joshi
E-mail: arun.joshi@apohanconsultants.com
Phone: +91 20 25650005
Mobile: +91 9810481325
Website: www.apohanconsultants.com
Address: Office no. 11, 1st floor, Shriram Complex, Model Colony Rd.,
Shivajinagar, Pune, Maharashtra, India – 411016
Thank you!

Apohan marketing presentation v47 02 06-2020 aj

Recommended

Recommended

More Related Content

What's hot

What's hot (20)

Similar to Apohan marketing presentation v47 02 06-2020 aj

Similar to Apohan marketing presentation v47 02 06-2020 aj (20)

Recently uploaded

Recently uploaded (20)

Apohan marketing presentation v47 02 06-2020 aj