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FINANCIAL MARKET
CONCLAVE – ROAD TO TURN
AROUND
2FINANCIAL MARKET CONCLAVE – ROAD TO TURN AROUND
Foreword
The implications of change in guard at the centre are going to be significant for the country, and
are being watched with keen interest by all as is evident from the market reactions. The
stakeholders include the FIIs, foreign companies interested in setting up shop in India and
especially the market participants.
With a decisive mandate, the new Government at the Centre has started taking some policy
decisions that are urgently needed to revive economic growth. There is further scope for
development of Indian financial market. Better products and services to provide higher returns
at lower risks needs to be devised, to attract a higher proportion of the huge household savings
of the nation. In times of high cost of financing from banks, the sector can play a stellar role to
drive the economy by drawing the much needed funds for capital formulation and
infrastructure creation from household savings. The recent Companies Act has brought many
changes in the Corporate Governance regime. With the world investment lens back on India and
a definite policy direction coming from the new Government at the Centre, a lot more activity is
in store for a possible turnaround in Financial Markets and BFSI.
Against this backdrop, CII Eastern Region is organizing “Financial Markets’ Conclave” on 28
June 2014 at Kolkata. The conference will deliberate on the macroeconomic scenario and
recent policy changes and how they can impact the financial sector – something all corporate
and retail investors closely follow.
It is with pleasure that we present this report on the Theme of Financial Markets’ Conclave -
“Road to Turn Around”. This report captures the recent trend in Capital Market and Mutual
Fund with the regulatory changes undertaken by SEBI, trends in MSME funding while
elaborating on options like IPO, Private Equity, and Venture Funding, etc. It also probes into the
Companies Act 2013, the rulings and its implication for Capital Market.
Feel free to send your feedback at erchairman@cii.in.
Mr. Viresh Oberoi
Chairman
CII Eastern Region
3FINANCIAL MARKET CONCLAVE – ROAD TO TURN AROUND
MESSAGE FROM MD RESURGENT INDIA LTD.
Financial Markets move in sync with the movement in the economy. Conversely movements in
the stock market can have a profound impact on the economy and the people at large. A
meltdown of the stock market has the potential to lead to a widespread economic disruption.
The most famous example one can quote is the stock market crash of 1929 which was one of
the principal reasons for the great depression of 1930. Conversely an upward swing in the stock
market would have a positive impact on people and the economy.
The first impact would be incremental wealth in the hands of the people which lead to an
increase in consumer spending. Another impact would be that in an upward stock market
situation companies could raise finance on the stock market as it provides a relative low cost
way of borrowing. One more impact would be that a stock market going up would attract funds
from other instruments like government bonds, gold etc. which would further fuel the rally.
After weathering the storm the economy is poised to look up as the sentiments for revival of
the economy are positive. Once the policies of the government are known the market would
rally depending upon the perception. When this happens stocks of most of the companies
would rise leading to the attendant benefits to the companies.
Even though SMEs play a major role in contributing to the economy whether by share in GDP,
creating employment, exports they have major problems in raising funds whether from banks
or through IPO or PE or any other source. The reasons are many and both sides would have to
change their perception and approach to the issue.
The Companies Act 2013 has attracted more criticism than praise on various provisions of the
Act. Some of the criticism seems well founded and different industry and other associations are
approaching the government for making the Act Company friendly. Even if major provisions are
amended as demanded the stock market would react positively. If the same is not done there
could be major issues in running business.
Jyoti Prakash Gadia
Managing Director
Resurgent India Ltd.
Resurgent India Ltd.
4FINANCIAL MARKET CONCLAVE – ROAD TO TURN AROUND
TABLE OF CONTENTS
CURRENT MARKET PERSPECTIVE 5
CAPITAL MARKETS 5
MUTUAL FUND PERSPECTIVE 8
SME FUNDING 10
FINANCING THROUGH IPO 11
PRIVATE EQUITY FUNDING
ANGEL/VENTURE FUNDING
12
13
COMPANIES ACT,2013 15
5FINANCIAL MARKET CONCLAVE – ROAD TO TURN AROUND
Capital Markets
Capital markets is one of the driving forces moving
the economy of a country. There has been highs
and lows in the market during the last 5 years. The
markets are yet to find a steady move ahead after
being so volatile. It is rather more important that
there is stability and liquidity in the market. There
are many regulatory changes that are making
things clearer in each and every context. The
economy is also in the stage of recovering from
here on with the various economic data also being
positive.1
It is very important that a boost has to be given for
investment in the capital markets. Retail
participation in the income generating investment
avenues has been a cause of concern for all. Capital
markets attract a very miniscule share of household
savings. It has been seen that about 68 percent of
savings were invested in deposits and provident
funds earning only a marginal return whereas more
than 30 percent was in the form of currency or life
insurance funds potentially earning no returns at
all. There is much need that the retail investors
should be encouraged to invest in the capital
markets rather than relying on the foreign
investors.
The retail investors are still hesitant in investing in
the markets. Savings and investment behaviour, to
a large extent are guided by the attitude towards
risk and Indians in general are risk averse when it
comes to savings and investment of the savings.
Apart from that, the fact is that India is the largest
consumer of gold, year after year, for the simple
belief that gold is safe. Many of the Indian retail
investors invest at highs instead of lows and
ultimately lose money or don’t get the returns.
Educating investors about the risks associated with
markets is never-ending. The retail investors needs
advise on how and when to invest in the markets
CURRENT MARKET PERSPECTIVE
Chart 1
Source: SEBI
1
Deloitte report
6FINANCIAL MARKET CONCLAVE – ROAD TO TURN AROUND
and once they get good returns, it will boost their
confidence in the markets. SEBI is also
implementing financial literacy programs through
the National Institute of Securities Market. Besides
the initiative from the regulator, we also see
Exchanges, brokerages, banks, etc. also making
effort to ensure the masses are well informed
through seminars and workshops across India.
Another important factor impacting the investment
in the financial markets is the awareness about the
need of financial planning and knowledge of the
corresponding financial products. In India,
awareness of both is significantly low. A survey by
Visa ranked 28 countries on the basis of financial
education among the population. India was ranked
23rd among the 28 countries taken up for survey.
Countries like Lebanon, Taiwan, Egypt, and Saudi
Arabia were ranked higher indicating better levels
of financial knowledge among masses. Brazil, often
compared with India among the developing
countries was ranked first.2
The return of the market is shown in the chart 2. In
this we see that the equity market has given a
return of around 17-18% and the commodity
market gave a return of just 3.7%.The Bond market
gave a return of around 16.5% in terms of the yield
change. The FII & DII investment in the market is
really not good seeing the amount of investment
made. In the last 6 years, the net investment by the
DIIs have been negative. The real investment has
always been from the FIIs in every year apart from
one year. This implies that we are heavily relying on
the FIIs for the investment in the market.
Classifying the market into Equity & Debt, the FIIs
investments have mainly been in the equity market
as compared to the debt market.
IPO/FPO
The IPO market has developed very fast since the
liberalisation of the Indian economy. It is one of the
most preferred ways of raising capital for the
companies. The IPO market has been decreasing
since 2009 as the capital raised has a decreasing
trend. The number of IPOs has increased a lot in
the last year but the capital raised was very low.
Chart 2
Source: NSE, BSE, MCX, NDTV
2
DNAIndia.com
7FINANCIAL MARKET CONCLAVE – ROAD TO TURN AROUND
The trend for the IPO in the Indian market is shown
in the chart 3.
In the recent past, there has been very few IPOs,
which have been successful. Let us take a look on
some of the IPOs. Wonderland Holiday had planned
to raise Rs.1.7-1.8bn with a fresh issue of 14.5 mn
shares which would take the value of the company
to Rs.6.5-7.1 bn. The offer price was of Rs.125 per
share with the IPO ending at a premium of 26.08%
taking the price to Rs.157.60. It had been
oversubscribed by 38.06 times which shows how
successful the IPO was for the company. Just Dial
came up with IPO for 17.5 mn shares with a price
band of Rs.470-Rs.543, taking the expected
valuation of the company to Rs. 32.8 bn – Rs.37.90
bn. Engineers India Ltd. had come out with an FPO
worth Rs.505.40 crores at an issue price of Rs.145 –
Rs.150 per share. The Issue had a size of 33693660
equity shares of Rs.5 face value each. The investors
are still hesitant in investing and there are very few
IPOs which are successful.
Regulatory Changes
SEBI has come up with new guidelines regarding
the foreign investors who are willing to make
portfolio investment in India. It has also made some
regulation regarding the terms and procedure of
settlement regarding the cases connected with the
administrative and civil proceedings. It has laid out
the procedure for the search and seizure
regulations in the SEBI Act.
There have been many amendments made in the
SEBI regulations. These include amendments in the
Investor Protection and Education Fund and the
Collective Investment Schemes which is in the
interest of the investors. It has also made
amendments in the Issue of Capital and disclosure
requirements during the process of an IPO raising.
It is related to the format of Pre-Issue
advertisement for public issue.3
SEBI, the stock regulator for the Indian market has
allowed various entities such as NBFCs, housing
finance companies and the companies listed for at
least 3 years to issue shelf prospectus for public
issuance of non-convertible debt securities. All
3
SEBI
Chart 3
Source: Prime Data Base
8FINANCIAL MARKET CONCLAVE – ROAD TO TURN AROUND
these entities have to also meet some other criteria
as per the guideline issued by SEBI regarding this.
SEBI has also scrapped grading of IPOs which was
mandatory earlier on.4
The new regulatory changes have given a lot of
opportunity to private companies in raising capital
from the overseas market. In September, 2013, it
was announced that an Indian company can
directly list itself in an overseas exchange before
listing itself in an Indian exchange. This will boost
the capital inflow in the country in the form of
foreign investment.5
Mutual Fund Perspective
Mutual funds offer opportunities for retail investors
to access various asset classes like equities, bonds,
Treasury bill and real estate. Recent trends show
that Retail Investors have been withdrawing from
mutual funds markets. Since their creation, mutual
funds have been a popular investment vehicle for
investors. Their simplicity along with other
attributes provides great benefit to investors with
limited knowledge, time or money.
India has a very small share in the global mutual
funds market when compared to the population
and the savings rate that the country has. The
Individual investors are risk averse and so prefer
investing in safer options such as gold, bank
deposits. As the market is maturing along with the
awareness provided to the individual investors
regarding the functioning of the market, the market
has reached new highs. The Indian investors do not
invest for long term in the markets and prefer
investing for short term which at the end makes
them lose the money invested. It is the regulator,
the exchanges and the advisory people who have to
educate these investors on the investment
decisions.
The private mutual fund players after entering the
Indian market have done a good job in the
development of the mutual fund Industry but still
there is a long way to go. The Indian Mutual fund
Industry is still very behind compared to the global
mutual fund industry. There are basically two
reasons – one is that there is no enough
Investors pumped in a net Rs 1.5 trillion in
various mutual fund schemes in May, the
highest amount in more than three years.
Source: Business Today
4
India Info Line
5
EY
9FINANCIAL MARKET CONCLAVE – ROAD TO TURN AROUND
investments from the retail individuals and the
other is that the funds have not really
outperformed the benchmarks on many occasions.
10FINANCIAL MARKET CONCLAVE – ROAD TO TURN AROUND
SME FUNDING
SME(Small and Medium Enterprises),according to
the SEBI guidelines are those companies which
have a paid up capital of Rs.1 crore to Rs.25 crore.
It should also have distributable profits in 2 out of
the 3 preceding financial years for IPO. This sector
contributes to around 8% of the Indian GDP. In
many cases, SMEs provide support services to the
big corporates and form a very important part of
the economy. Almost two-third of the workforce of
any country is employed by the SME sector. The
stability of the SME sector forms an important part
for the revival of the economy.
There are many new start-ups coming up in India
and we get to see a lot of professionals turning into
budding entrepreneurs. The main hindrance that
arises is the availability of funds for these small
start-ups. Majority of the SMEs operates on the
funds of its promoters, thus limiting its growth. The
opening up the Capital markets for the SMEs has
given a boost to these entrepreneurs. It has given
an opportunity to them to raise as much capital
needed in the form of debt and equity with a lower
finance cost.6
The Government has taken various initiatives from
time to time to address the problems faced by the
MSME sector. It has set up numerous,
organizations, boards, corporations and training
centres to provide technological, entrepreneurial,
managerial and financial assistance to these units.
Likewise, several committees and study groups set
up by the Government, the Reserve Bank of India
and Small Industries Development Bank of India
(SIDBI) have studied the problems faced by MSMEs
and suggested various measures to address these
issues. This have significantly contributed and set
up a favourable environment for setting up and
nurturing small industrial units.
Recently, the Credit Guarantee System for SMEs
has been introduced by commercial and other
financial institutions. For instance, under the Credit
Guarantee Fund Trust for MSEs (CGTMSE) life
insurance cover for the chief promoters of
enterprises is guaranteed. Further, various industry
Chart 4
Source: Money Control
6
BC Shetty Report
SME funding to get Rs 5,000-cr boost
Source: Business Standard
11FINANCIAL MARKET CONCLAVE – ROAD TO TURN AROUND
associations have signed MoUs with commercial
banks and other financial institutions to offer
collateral security to upcoming entrepreneurs for
their credit requirements. The CGTMSE will
function under the monitoring of the SIDBI. Unless
the credit guarantee system is strengthened and
streamlined smaller units would continue to suffer
neglect in accessing the much needed credit for
both inception and expansion.
In the coming years, the SME sector will be the
driving engine to growth for the economy. The
availability and access to timely credit to the SMEs
has always hindered the growth of this sector.
There have been various initiatives taken to
boost the sources of capital for the SMEs which
provides easy access to finance. On the other part,
the SMEs should use the capital more efficiently
and take advantage of the business opportunities.
They should improve operational efficiency and
productivity and meet all the legal compliances.
This would also help the sector to contribute to the
economic growth of the country.
Financing through IPO
The firms which are ready to dilute some part of
their holding to raise capital can go for IPO. There
are many legal compliances which are to be fulfilled
before going for an IPO. Some of these are -
 Prepare annual reports and get it audited
 A company website is needed
 It should be a public limited company
 Appoint a full time company secretary
In March 2012, both BSE and NSE launched their
SME exchange platforms to enable MSMEs to raise
funds and get listed as public entities. BCB Finance
Ltd. was the first Indian SME to get listed on the
BSE SME Exchange. The launch of SME exchanges
will play an important role in growth of MSMEs and
the need of the hour is to improve the awareness
among MSMEs about equity capital, stock markets
and funding options, other than banks. The capital
markets can play a crucial role in helping MSMEs
Chart 5
Source: bcshettyco.com
12FINANCIAL MARKET CONCLAVE – ROAD TO TURN AROUND
improve their visibility and raise capital for their
growth and expansion, offering an effective way to
improve financial inclusion.
Recently, SEBI has also announced that the SMEs
will be allowed to raise capital through the offer to
sale platform rather than the IPO as it would
reduce the cost drastically. A SME would not be
required to make an IPO to list itself on any SME
exchange.
The two main exchanges designed for the SME
sector have 60 firms listed in the BSE SME and 5
firms listed in the NSE Emerge. Recently, SPS
Finquest Ltd., a NBFC registered SME came up with
an IPO issuing 33.44 lakhs of equity shares @ Rs.75
per share amounting to Rs.25.08 crores.
SEBI ICDR regulations deal with the initial and
further public offering by a new and listed issuers.
There are various amendments and provisions
made in the regulations with regards to the SME
sector. A company whose post issue paid up capital
is not more than Rs.10 crores can list itself on the
Exchange. Those companies whose post issue paid
up capital is more than Rs.10 crores but less than
Rs.25 crores have to follow some provisions to list
itself. The offer document for the IPO has to be
given to a merchant banker who in turn files it with
SEBI. The underwriter has to ensure that 100% of
the issue has been underwritten before the process
starts. The minimum application size for an IPO is
fixed at Rs.100000 per application. The minimum
number of members in an IPO should be at least
50. A listed issuer whose total paid up capital is less
than Rs.25 crores has the option to migrate to SME
exchange and an issuer with more than Rs.25
crores as paid up capital will be shifted to main
board of exchange. The merchant banker has the
mandatory responsibility of market making for at
least 3 years.7
Private Equity Funding
Private equity is another source of raising capital
for SMEs. The Private equity funds have been in
India for more than two decades. They usually try
to add value to the company at the early stage and
exit at a later stage usually between 3-5 years and
7
Money control
SME IPO
Process
Chart 6
Source: bcshettyco.com
13FINANCIAL MARKET CONCLAVE – ROAD TO TURN AROUND
finally making profits from the investment. They
not only seek return on the investment but also
provide expertise and experience to the new firm.
This helps the firm to perform well and achieve
efficiency in all forms of business operations.
A key focus area in the plan is to promote equity
investment in MSMEs by constituting a Working
Group devoted to the concept. Owing to the high
valuations at which the investments were made in
2007 and 2008, a number of portfolio investments
of PE funds are currently not ‘in the money’ and
with the relative fall in Indian rupee, exits have
been becoming even less attractive.
In the market scenario a year earlier, it has been a
tough time for the SME sector to get capital from
the market. The investors are not ready to invest as
they are uncertain about the performance of the
business. A little push may turnaround things for
the businesses. The PE investors are financing SMEs
in the field of technology and renewable energy
which have the potential to give return along with
certain amount of risk. They are also trying to
analyse some particular sectors and limiting the
investment only to those sectors. This analysis will
help them in knowing the sector in a better way
along with the strengths and weaknesses. This will
also let them invest in the right areas which will
enable them to earn more return per unit of risk
taken.
The big players such as SBI Capital and SIDBI have
floated SME funds which will boost the confidence
in the SME sector. The initiative taken by a handful
of equity players won’t help in reviving the
economy. The total private equity investment in
India continues to fall year on year. This is only
making the Indian economy to miss on new
opportunities. There is still some funding from the
international PE investors in India which is helping
the SMEs but it is not good for an economy as a
whole.
Angel/Venture Funding
Angel/Venture funding is often the way the start-
ups and other small businesses are being funded.
This type of funding has increasingly become
Chart 7
Source: bcshettyco.com
14FINANCIAL MARKET CONCLAVE – ROAD TO TURN AROUND
popular but has to be enhanced considerably. SMEs
at the starting stage require money to study,
analyse and develop the product. At this stage,
these firms usually spend time on promoting
themselves and are not able to earn any profit.
After this stage, when a firm starts growing, they
look for venture/angel funding to explore new
markets and domain. The new ventures in the field
of Bio-tech, food processing, IT and some other
sectors usually take help from angel/venture
funding for the initial and subsequent funding of
capital.
SEBI has come up with strict norms for the angel
investors. These angel investors are being allowed
to register themselves as Alternative Investment
Funds. In order to ensure that the investment is
genuine, SEBI has restricted investment by such
funds in between Rs.50 lakhs to Rs.5 crore and it is
to be held for a minimum of 3 years. The angel
funds can invest money in companies only
incorporated in India. Angel funds should have a
corpus of at least Rs.10 crore. The continuing
interest by sponsor in the angel fund should not be
less than 2.5% of the corpus or Rs.50 lakhs,
whichever is lesser. SEBI also stipulated that there
should be no family relation with the investee
company and there cannot be more than 49
investors for a particular fund.
15FINANCIAL MARKET CONCLAVE – ROAD TO TURN AROUND
The Companies Act, 2013 has made several changes
in the regulatory requirements of the companies. It
has introduced several new concepts and has
streamlined many of the requirements by
introducing new definitions. The Act aims to raise
the governance level of the Indian companies at par
with the global companies.
The Board of Directors are the core for the good
governance of companies. Being the
representatives to the shareholders of the
company, they provide various expertise in strategy
approval, maintaining integrity, enhancing
efficiency and smooth performance of the business
operations. The Board needs to be aware of the
new challenges in the business market and frame
the best policies and processes with the support of
the management. The Act has several new roles
and responsibilities for the boards and the
directors.
There are many new provisions which apply to the
board of all companies. There are additional
disclosures which are to be filed in the annual
return of the companies. It requires preparation of
annual return containing the details of the principal
business activities, particulars of holding, subsidiary
and associate companies, details of promoters,
directors, key management personnel, meetings of
board and other members along with attendance
details, remuneration of directors and key
management personnel and penalties imposed on
directors. All this should be as on the closing date
of the financial year. An extract of this is to form a
part of the board’s report. This board report would
have additional disclosures including meeting of
board, director’s responsibility statement,
company’s policies on director appointment and
remuneration, state of company affairs, dividends
to be paid and many more things. The director’s
responsibility would have additional disclosure
regarding the internal financial controls and
regulatory compliance. It should also be stated that
COMPANIES ACT, 2013
16FINANCIAL MARKET CONCLAVE – ROAD TO TURN AROUND
these controls are adequate and are operating
effectively.
Every company having a net worth of Rs.500 crore
or more, or a turnover of Rs.1000 crore or more, or
a net profit of Rs.5 crore or more during a financial
year has to constitute CSR (Corporate Social
Responsibility) committee having at least one
independent director. The CSR committee has to
formulate CSR policies and get it approved by the
board. All these companies have to spend at least
2% of the last 3 years average net profits on CSR
activities. The composition of the board of directors
is to have a minimum of 3 directors for a public
company and 2 directors for a private company and
in total of 15 directors. There should be at least 1
woman director in the board. One-third of the
board of listed companies should be independent.
An independent director has to declare that he
does not have any relation in any way with regards
to subsidiary and associate company and also
should not be the promoter of the company. The
Independent director is entitled to receive fees,
reimbursement of expenses, profit related
commission but not any stock options. An
independent director has a tenure of 5 consecutive
years and can be reappointed for a second term by
passing a special board resolution. A listed
company to have one director appointed by the
small shareholders having a shareholding of
Rs.20000. Differing compliance requirements with
respect to the appointment of independent
directors, remuneration thereto, imposed by
multiple regulators will lead to hardship as well
increased cost of compliance for companies.
The Board has to constitute the audit committee
for the company which has to be disclosed in the
board report. The board has to also constitute the
nomination and remuneration committee for the
company. A company having more than 1000
security holders have to form a stakeholder’s
relationship committee which is to be appointed by
the board. The board has to annex the secretarial
audit report with the board’s report. The Act also
lists down the list of fiduciary duties for the
directors. It also lays down the minimum number of
board meetings to be held annually to be as four.
17FINANCIAL MARKET CONCLAVE – ROAD TO TURN AROUND
The period between two consecutive meetings
should not be more than 120 days and the
meetings can be held through video-conferencing
or other audio visual mode. It also defines the
whole-time key managerial personnel of the
company which is to be appointed by means of
board resolution. He should not hold office in more
than 1 company and the vacancy should be filled
within 6 months.
The Companies Act, 2013 has introduced a new
section which only deals in how a public company
or a private company may issue securities. It can be
through the prospectus, through private placement
and through right or bonus issue of shares. There
are many disclosures that have been changed. The
Act includes a section in which the members of the
company in consultation with the board members
may offer a part of their shareholding to the public.
In private placement, the offer of securities or
invitation to subscribe securities shall be made to
no more than 50 members in a financial year. All
the money payable towards the subscription has to
be paid by any way other than cash.
The Act proposes to re-instate the existing concept
of shares with differential voting rights. Pursuant to
this section the company may face hardship with
regards to computation of proportionate voting
rights. It also restricts the application of securities
premium for a certain class of companies if they fail
to comply with the accounting standards. It
continues to state that securities premium amount
can be utilized for purpose of writing off
preliminary expenses. However, in view of the
requirements of accounting standard 26, the
requirement of this sub-section appears to be
superfluous. The companies are no longer
permitted to issue shares at a discount exception
being sweat equity. The requirement for further
issue of share capital is now also applicable to
private companies.
The Act has introduced certain significant
amendments in the accounts and audit domain.
There are several additional requirements
introduced such as preparation of consolidated
18FINANCIAL MARKET CONCLAVE – ROAD TO TURN AROUND
financial statements, additional reporting
requirements for the directors in their report such
as the development and implementation of the risk
management policy, disclosures in respect of voting
rights not exercised directly by the employees in
respect of shares to which the scheme relates, etc.
The unlisted companies have to prepare a
consolidated financial statement which would
substantially increase the cost of compliance. There
is also a requirement to add a statement containing
the salient features of the financial statement of
the subsidiary, associate and joint ventures.
The provisions envisaged by the 2013 Act in respect
of re-opening and voluntary revision of the financial
statements and board report is yet to be
acknowledged by SEBI in the equity listing
agreement and thus, pending similar amendment in
the equity listing agreement, listed companies may
face unnecessary hardships.
The provisions in the new act related to the area of
mergers and acquisitions, are aimed at simplifying
and rationalizing the procedures and also ensuring
higher accountability for the company and majority
shareholders and increasing flexibility for
corporates.
The changes proposed would require companies to
consider the scale and extent of compliance
These changes are quite constructive and could go
a long way in streamlining the manner in which
mergers and other corporate scheme of
arrangements are structured and implemented in
India.
According to the new companies Act, 2013, only
those public companies which meet the prescribed
net worth and turnover criteria will be able to
accept deposits from persons other than its
members. The provisions regarding the protection
of the deposit holders have been enhanced. This
will basically increase the cost for the companies
due to requirements related to credit rating,
maintenance of additional liquid funds, deposit
insurance, etc.
19FINANCIAL MARKET CONCLAVE – ROAD TO TURN AROUND
Contact Details:
Gurgaon Office:
903-904, Tower C,
Unitech Business Zone, Nirvana Country,
Sector 50,
Gurgaon – 122018
Tel No. : 0124-4754550
Kolkata
CFB F-1, 1st Floor, Paridhan Garment Park,
19 Canal South Road, Kolkata - 700015
Tel. No. : 033-64525594
Fax No. : 033-22902469
Mumbai
Express Zone A-509
5th floor Western Express Highway
Malad East
Mumbai - 400097
Telephone No. :
022-29810219
Fax No. : 022-28727937
www.resurgentindia.com
Bengaluru
No. 49/1, 2nd Floor,
Anees Plaza, R V Road,
Basavangudi,
Bengaluru - 560004
Telephone No.:
080–26570757
info@resurgentindia.com
20FINANCIAL MARKET CONCLAVE – ROAD TO TURN AROUND
RESURGENT INDIA LIMITED
EQUITY I DEBT I MERCHANT BANKING
Resurgent India is a full service investment bank providing customized solutions in the areas of debt, equity and
merchant banking. We offer independent advice on capital raising, mergers and acquisition, business and
financial restructuring, valuation, business planning and achieving operational excellence to our clients.
Our strength lies in our outstanding team, sector expertise, superior execution capabilities and a strong
professional network. We have served clients across key industry sectors including Infrastructure & Energy,
Consumer Products & Services, Real Estate, Metals & Industrial Products, Healthcare & Pharmaceuticals,
Telecom, Media and Technology.
In the short period since our inception, we have grown to a 100 people team with a pan-India presence through
our offices in New Delhi, Kolkata, Mumbai, and Bangalore. Resurgent is part of the Golden Group, which includes
GINESYS (an emerging software solutions company specializing in the retail industry) and Saraf & Chandra (a full
service accounting firm, specializing in taxation, auditing, management consultancy and outsourcing).
www.resurgentindia.com
© Resurgent India Limited, 2013. All rights reserved.
Disclosures
This document was prepared by Resurgent India Ltd. The copyright and usage of the document is owned by Resurgent India Ltd.
Information and opinions contained herein have been compiled or arrived by Resurgent India Ltd from sources believed to be reliable, but Resurgent India
Ltd has not independently verified the contents of this document. Accordingly, no representation or warranty, express or implied, is made as to and no
reliance should be placed on the fairness, accuracy, completeness or correctness of the information and opinions contained in this document. Resurgent
India ltd accepts no liability for any loss arising from the use of this document or its contents or otherwise arising in connection therewith.
The document is being furnished information purposes. This document is not to be relied upon or used in substitution for the exercise of independent
judgment and may not be reproduced or published in any media, website or otherwise, in part or as a whole, without the prior consent in writing of
Resurgent. Persons who receive this document should make themselves aware of and adhere to any such restrictions.
21FINANCIAL MARKET CONCLAVE – ROAD TO TURN AROUND
The Confederation of Indian Industry (CII) works to create and sustain an environment conducive to the
development of India, partnering industry, Government, and civil society, through advisory and consultative
processes.
CII is a non-government, not-for-profit, industry-led and industry-managed organization, playing a proactive role in
India's development process. Founded in 1895, India's premier business association has over 7200 members, from
the private as well as public sectors, including SMEs and MNCs, and an indirect membership of over 100,000
enterprises from around 242 national and regional sectoral industry bodies.
CII charts change by working closely with Government on policy issues, interfacing with thought leaders, and
enhancing efficiency, competitiveness and business opportunities for industry through a range of specialized
services and strategic global linkages. It also provides a platform for consensus-building and networking on key
issues.
Extending its agenda beyond business, CII assists industry to identify and execute corporate citizenship programmes.
Partnerships with civil society organizations carry forward corporate initiatives for integrated and inclusive
development across diverse domains including affirmative action, healthcare, education, livelihood, diversity
management, skill development, empowerment of women, and water, to name a few.
The CII theme of ‘Accelerating Growth, Creating Employment’ for 2014-15 aims to strengthen a growth process that
meets the aspirations of today’s India. During the year, CII will specially focus on economic growth, education, skill
development, manufacturing, investments, ease of doing business, export competitiveness, legal and regulatory
architecture, labour law reforms and entrepreneurship as growth enablers.
With 64 offices, including 9 Centres of Excellence, in India, and 7 overseas offices in Australia, China, Egypt, France,
Singapore, UK, and USA, as well as institutional partnerships with 312 counterpart organizations in 106 countries, CII
serves as a reference point for Indian industry and the international business community.
Confederation of Indian Industry
The Mantosh Sondhi Centre
23, Institutional Area, Lodi Road, New Delhi – 110 003 (India)
T: 91 11 45771000 / 24629994-7 • F: 91 11 24626149
E: info@cii.in • W: www.cii.in

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Financial Markets Conclave to Focus on Turnaround Roadmap

  • 1. FINANCIAL MARKET CONCLAVE – ROAD TO TURN AROUND
  • 2. 2FINANCIAL MARKET CONCLAVE – ROAD TO TURN AROUND Foreword The implications of change in guard at the centre are going to be significant for the country, and are being watched with keen interest by all as is evident from the market reactions. The stakeholders include the FIIs, foreign companies interested in setting up shop in India and especially the market participants. With a decisive mandate, the new Government at the Centre has started taking some policy decisions that are urgently needed to revive economic growth. There is further scope for development of Indian financial market. Better products and services to provide higher returns at lower risks needs to be devised, to attract a higher proportion of the huge household savings of the nation. In times of high cost of financing from banks, the sector can play a stellar role to drive the economy by drawing the much needed funds for capital formulation and infrastructure creation from household savings. The recent Companies Act has brought many changes in the Corporate Governance regime. With the world investment lens back on India and a definite policy direction coming from the new Government at the Centre, a lot more activity is in store for a possible turnaround in Financial Markets and BFSI. Against this backdrop, CII Eastern Region is organizing “Financial Markets’ Conclave” on 28 June 2014 at Kolkata. The conference will deliberate on the macroeconomic scenario and recent policy changes and how they can impact the financial sector – something all corporate and retail investors closely follow. It is with pleasure that we present this report on the Theme of Financial Markets’ Conclave - “Road to Turn Around”. This report captures the recent trend in Capital Market and Mutual Fund with the regulatory changes undertaken by SEBI, trends in MSME funding while elaborating on options like IPO, Private Equity, and Venture Funding, etc. It also probes into the Companies Act 2013, the rulings and its implication for Capital Market. Feel free to send your feedback at erchairman@cii.in. Mr. Viresh Oberoi Chairman CII Eastern Region
  • 3. 3FINANCIAL MARKET CONCLAVE – ROAD TO TURN AROUND MESSAGE FROM MD RESURGENT INDIA LTD. Financial Markets move in sync with the movement in the economy. Conversely movements in the stock market can have a profound impact on the economy and the people at large. A meltdown of the stock market has the potential to lead to a widespread economic disruption. The most famous example one can quote is the stock market crash of 1929 which was one of the principal reasons for the great depression of 1930. Conversely an upward swing in the stock market would have a positive impact on people and the economy. The first impact would be incremental wealth in the hands of the people which lead to an increase in consumer spending. Another impact would be that in an upward stock market situation companies could raise finance on the stock market as it provides a relative low cost way of borrowing. One more impact would be that a stock market going up would attract funds from other instruments like government bonds, gold etc. which would further fuel the rally. After weathering the storm the economy is poised to look up as the sentiments for revival of the economy are positive. Once the policies of the government are known the market would rally depending upon the perception. When this happens stocks of most of the companies would rise leading to the attendant benefits to the companies. Even though SMEs play a major role in contributing to the economy whether by share in GDP, creating employment, exports they have major problems in raising funds whether from banks or through IPO or PE or any other source. The reasons are many and both sides would have to change their perception and approach to the issue. The Companies Act 2013 has attracted more criticism than praise on various provisions of the Act. Some of the criticism seems well founded and different industry and other associations are approaching the government for making the Act Company friendly. Even if major provisions are amended as demanded the stock market would react positively. If the same is not done there could be major issues in running business. Jyoti Prakash Gadia Managing Director Resurgent India Ltd. Resurgent India Ltd.
  • 4. 4FINANCIAL MARKET CONCLAVE – ROAD TO TURN AROUND TABLE OF CONTENTS CURRENT MARKET PERSPECTIVE 5 CAPITAL MARKETS 5 MUTUAL FUND PERSPECTIVE 8 SME FUNDING 10 FINANCING THROUGH IPO 11 PRIVATE EQUITY FUNDING ANGEL/VENTURE FUNDING 12 13 COMPANIES ACT,2013 15
  • 5. 5FINANCIAL MARKET CONCLAVE – ROAD TO TURN AROUND Capital Markets Capital markets is one of the driving forces moving the economy of a country. There has been highs and lows in the market during the last 5 years. The markets are yet to find a steady move ahead after being so volatile. It is rather more important that there is stability and liquidity in the market. There are many regulatory changes that are making things clearer in each and every context. The economy is also in the stage of recovering from here on with the various economic data also being positive.1 It is very important that a boost has to be given for investment in the capital markets. Retail participation in the income generating investment avenues has been a cause of concern for all. Capital markets attract a very miniscule share of household savings. It has been seen that about 68 percent of savings were invested in deposits and provident funds earning only a marginal return whereas more than 30 percent was in the form of currency or life insurance funds potentially earning no returns at all. There is much need that the retail investors should be encouraged to invest in the capital markets rather than relying on the foreign investors. The retail investors are still hesitant in investing in the markets. Savings and investment behaviour, to a large extent are guided by the attitude towards risk and Indians in general are risk averse when it comes to savings and investment of the savings. Apart from that, the fact is that India is the largest consumer of gold, year after year, for the simple belief that gold is safe. Many of the Indian retail investors invest at highs instead of lows and ultimately lose money or don’t get the returns. Educating investors about the risks associated with markets is never-ending. The retail investors needs advise on how and when to invest in the markets CURRENT MARKET PERSPECTIVE Chart 1 Source: SEBI 1 Deloitte report
  • 6. 6FINANCIAL MARKET CONCLAVE – ROAD TO TURN AROUND and once they get good returns, it will boost their confidence in the markets. SEBI is also implementing financial literacy programs through the National Institute of Securities Market. Besides the initiative from the regulator, we also see Exchanges, brokerages, banks, etc. also making effort to ensure the masses are well informed through seminars and workshops across India. Another important factor impacting the investment in the financial markets is the awareness about the need of financial planning and knowledge of the corresponding financial products. In India, awareness of both is significantly low. A survey by Visa ranked 28 countries on the basis of financial education among the population. India was ranked 23rd among the 28 countries taken up for survey. Countries like Lebanon, Taiwan, Egypt, and Saudi Arabia were ranked higher indicating better levels of financial knowledge among masses. Brazil, often compared with India among the developing countries was ranked first.2 The return of the market is shown in the chart 2. In this we see that the equity market has given a return of around 17-18% and the commodity market gave a return of just 3.7%.The Bond market gave a return of around 16.5% in terms of the yield change. The FII & DII investment in the market is really not good seeing the amount of investment made. In the last 6 years, the net investment by the DIIs have been negative. The real investment has always been from the FIIs in every year apart from one year. This implies that we are heavily relying on the FIIs for the investment in the market. Classifying the market into Equity & Debt, the FIIs investments have mainly been in the equity market as compared to the debt market. IPO/FPO The IPO market has developed very fast since the liberalisation of the Indian economy. It is one of the most preferred ways of raising capital for the companies. The IPO market has been decreasing since 2009 as the capital raised has a decreasing trend. The number of IPOs has increased a lot in the last year but the capital raised was very low. Chart 2 Source: NSE, BSE, MCX, NDTV 2 DNAIndia.com
  • 7. 7FINANCIAL MARKET CONCLAVE – ROAD TO TURN AROUND The trend for the IPO in the Indian market is shown in the chart 3. In the recent past, there has been very few IPOs, which have been successful. Let us take a look on some of the IPOs. Wonderland Holiday had planned to raise Rs.1.7-1.8bn with a fresh issue of 14.5 mn shares which would take the value of the company to Rs.6.5-7.1 bn. The offer price was of Rs.125 per share with the IPO ending at a premium of 26.08% taking the price to Rs.157.60. It had been oversubscribed by 38.06 times which shows how successful the IPO was for the company. Just Dial came up with IPO for 17.5 mn shares with a price band of Rs.470-Rs.543, taking the expected valuation of the company to Rs. 32.8 bn – Rs.37.90 bn. Engineers India Ltd. had come out with an FPO worth Rs.505.40 crores at an issue price of Rs.145 – Rs.150 per share. The Issue had a size of 33693660 equity shares of Rs.5 face value each. The investors are still hesitant in investing and there are very few IPOs which are successful. Regulatory Changes SEBI has come up with new guidelines regarding the foreign investors who are willing to make portfolio investment in India. It has also made some regulation regarding the terms and procedure of settlement regarding the cases connected with the administrative and civil proceedings. It has laid out the procedure for the search and seizure regulations in the SEBI Act. There have been many amendments made in the SEBI regulations. These include amendments in the Investor Protection and Education Fund and the Collective Investment Schemes which is in the interest of the investors. It has also made amendments in the Issue of Capital and disclosure requirements during the process of an IPO raising. It is related to the format of Pre-Issue advertisement for public issue.3 SEBI, the stock regulator for the Indian market has allowed various entities such as NBFCs, housing finance companies and the companies listed for at least 3 years to issue shelf prospectus for public issuance of non-convertible debt securities. All 3 SEBI Chart 3 Source: Prime Data Base
  • 8. 8FINANCIAL MARKET CONCLAVE – ROAD TO TURN AROUND these entities have to also meet some other criteria as per the guideline issued by SEBI regarding this. SEBI has also scrapped grading of IPOs which was mandatory earlier on.4 The new regulatory changes have given a lot of opportunity to private companies in raising capital from the overseas market. In September, 2013, it was announced that an Indian company can directly list itself in an overseas exchange before listing itself in an Indian exchange. This will boost the capital inflow in the country in the form of foreign investment.5 Mutual Fund Perspective Mutual funds offer opportunities for retail investors to access various asset classes like equities, bonds, Treasury bill and real estate. Recent trends show that Retail Investors have been withdrawing from mutual funds markets. Since their creation, mutual funds have been a popular investment vehicle for investors. Their simplicity along with other attributes provides great benefit to investors with limited knowledge, time or money. India has a very small share in the global mutual funds market when compared to the population and the savings rate that the country has. The Individual investors are risk averse and so prefer investing in safer options such as gold, bank deposits. As the market is maturing along with the awareness provided to the individual investors regarding the functioning of the market, the market has reached new highs. The Indian investors do not invest for long term in the markets and prefer investing for short term which at the end makes them lose the money invested. It is the regulator, the exchanges and the advisory people who have to educate these investors on the investment decisions. The private mutual fund players after entering the Indian market have done a good job in the development of the mutual fund Industry but still there is a long way to go. The Indian Mutual fund Industry is still very behind compared to the global mutual fund industry. There are basically two reasons – one is that there is no enough Investors pumped in a net Rs 1.5 trillion in various mutual fund schemes in May, the highest amount in more than three years. Source: Business Today 4 India Info Line 5 EY
  • 9. 9FINANCIAL MARKET CONCLAVE – ROAD TO TURN AROUND investments from the retail individuals and the other is that the funds have not really outperformed the benchmarks on many occasions.
  • 10. 10FINANCIAL MARKET CONCLAVE – ROAD TO TURN AROUND SME FUNDING SME(Small and Medium Enterprises),according to the SEBI guidelines are those companies which have a paid up capital of Rs.1 crore to Rs.25 crore. It should also have distributable profits in 2 out of the 3 preceding financial years for IPO. This sector contributes to around 8% of the Indian GDP. In many cases, SMEs provide support services to the big corporates and form a very important part of the economy. Almost two-third of the workforce of any country is employed by the SME sector. The stability of the SME sector forms an important part for the revival of the economy. There are many new start-ups coming up in India and we get to see a lot of professionals turning into budding entrepreneurs. The main hindrance that arises is the availability of funds for these small start-ups. Majority of the SMEs operates on the funds of its promoters, thus limiting its growth. The opening up the Capital markets for the SMEs has given a boost to these entrepreneurs. It has given an opportunity to them to raise as much capital needed in the form of debt and equity with a lower finance cost.6 The Government has taken various initiatives from time to time to address the problems faced by the MSME sector. It has set up numerous, organizations, boards, corporations and training centres to provide technological, entrepreneurial, managerial and financial assistance to these units. Likewise, several committees and study groups set up by the Government, the Reserve Bank of India and Small Industries Development Bank of India (SIDBI) have studied the problems faced by MSMEs and suggested various measures to address these issues. This have significantly contributed and set up a favourable environment for setting up and nurturing small industrial units. Recently, the Credit Guarantee System for SMEs has been introduced by commercial and other financial institutions. For instance, under the Credit Guarantee Fund Trust for MSEs (CGTMSE) life insurance cover for the chief promoters of enterprises is guaranteed. Further, various industry Chart 4 Source: Money Control 6 BC Shetty Report SME funding to get Rs 5,000-cr boost Source: Business Standard
  • 11. 11FINANCIAL MARKET CONCLAVE – ROAD TO TURN AROUND associations have signed MoUs with commercial banks and other financial institutions to offer collateral security to upcoming entrepreneurs for their credit requirements. The CGTMSE will function under the monitoring of the SIDBI. Unless the credit guarantee system is strengthened and streamlined smaller units would continue to suffer neglect in accessing the much needed credit for both inception and expansion. In the coming years, the SME sector will be the driving engine to growth for the economy. The availability and access to timely credit to the SMEs has always hindered the growth of this sector. There have been various initiatives taken to boost the sources of capital for the SMEs which provides easy access to finance. On the other part, the SMEs should use the capital more efficiently and take advantage of the business opportunities. They should improve operational efficiency and productivity and meet all the legal compliances. This would also help the sector to contribute to the economic growth of the country. Financing through IPO The firms which are ready to dilute some part of their holding to raise capital can go for IPO. There are many legal compliances which are to be fulfilled before going for an IPO. Some of these are -  Prepare annual reports and get it audited  A company website is needed  It should be a public limited company  Appoint a full time company secretary In March 2012, both BSE and NSE launched their SME exchange platforms to enable MSMEs to raise funds and get listed as public entities. BCB Finance Ltd. was the first Indian SME to get listed on the BSE SME Exchange. The launch of SME exchanges will play an important role in growth of MSMEs and the need of the hour is to improve the awareness among MSMEs about equity capital, stock markets and funding options, other than banks. The capital markets can play a crucial role in helping MSMEs Chart 5 Source: bcshettyco.com
  • 12. 12FINANCIAL MARKET CONCLAVE – ROAD TO TURN AROUND improve their visibility and raise capital for their growth and expansion, offering an effective way to improve financial inclusion. Recently, SEBI has also announced that the SMEs will be allowed to raise capital through the offer to sale platform rather than the IPO as it would reduce the cost drastically. A SME would not be required to make an IPO to list itself on any SME exchange. The two main exchanges designed for the SME sector have 60 firms listed in the BSE SME and 5 firms listed in the NSE Emerge. Recently, SPS Finquest Ltd., a NBFC registered SME came up with an IPO issuing 33.44 lakhs of equity shares @ Rs.75 per share amounting to Rs.25.08 crores. SEBI ICDR regulations deal with the initial and further public offering by a new and listed issuers. There are various amendments and provisions made in the regulations with regards to the SME sector. A company whose post issue paid up capital is not more than Rs.10 crores can list itself on the Exchange. Those companies whose post issue paid up capital is more than Rs.10 crores but less than Rs.25 crores have to follow some provisions to list itself. The offer document for the IPO has to be given to a merchant banker who in turn files it with SEBI. The underwriter has to ensure that 100% of the issue has been underwritten before the process starts. The minimum application size for an IPO is fixed at Rs.100000 per application. The minimum number of members in an IPO should be at least 50. A listed issuer whose total paid up capital is less than Rs.25 crores has the option to migrate to SME exchange and an issuer with more than Rs.25 crores as paid up capital will be shifted to main board of exchange. The merchant banker has the mandatory responsibility of market making for at least 3 years.7 Private Equity Funding Private equity is another source of raising capital for SMEs. The Private equity funds have been in India for more than two decades. They usually try to add value to the company at the early stage and exit at a later stage usually between 3-5 years and 7 Money control SME IPO Process Chart 6 Source: bcshettyco.com
  • 13. 13FINANCIAL MARKET CONCLAVE – ROAD TO TURN AROUND finally making profits from the investment. They not only seek return on the investment but also provide expertise and experience to the new firm. This helps the firm to perform well and achieve efficiency in all forms of business operations. A key focus area in the plan is to promote equity investment in MSMEs by constituting a Working Group devoted to the concept. Owing to the high valuations at which the investments were made in 2007 and 2008, a number of portfolio investments of PE funds are currently not ‘in the money’ and with the relative fall in Indian rupee, exits have been becoming even less attractive. In the market scenario a year earlier, it has been a tough time for the SME sector to get capital from the market. The investors are not ready to invest as they are uncertain about the performance of the business. A little push may turnaround things for the businesses. The PE investors are financing SMEs in the field of technology and renewable energy which have the potential to give return along with certain amount of risk. They are also trying to analyse some particular sectors and limiting the investment only to those sectors. This analysis will help them in knowing the sector in a better way along with the strengths and weaknesses. This will also let them invest in the right areas which will enable them to earn more return per unit of risk taken. The big players such as SBI Capital and SIDBI have floated SME funds which will boost the confidence in the SME sector. The initiative taken by a handful of equity players won’t help in reviving the economy. The total private equity investment in India continues to fall year on year. This is only making the Indian economy to miss on new opportunities. There is still some funding from the international PE investors in India which is helping the SMEs but it is not good for an economy as a whole. Angel/Venture Funding Angel/Venture funding is often the way the start- ups and other small businesses are being funded. This type of funding has increasingly become Chart 7 Source: bcshettyco.com
  • 14. 14FINANCIAL MARKET CONCLAVE – ROAD TO TURN AROUND popular but has to be enhanced considerably. SMEs at the starting stage require money to study, analyse and develop the product. At this stage, these firms usually spend time on promoting themselves and are not able to earn any profit. After this stage, when a firm starts growing, they look for venture/angel funding to explore new markets and domain. The new ventures in the field of Bio-tech, food processing, IT and some other sectors usually take help from angel/venture funding for the initial and subsequent funding of capital. SEBI has come up with strict norms for the angel investors. These angel investors are being allowed to register themselves as Alternative Investment Funds. In order to ensure that the investment is genuine, SEBI has restricted investment by such funds in between Rs.50 lakhs to Rs.5 crore and it is to be held for a minimum of 3 years. The angel funds can invest money in companies only incorporated in India. Angel funds should have a corpus of at least Rs.10 crore. The continuing interest by sponsor in the angel fund should not be less than 2.5% of the corpus or Rs.50 lakhs, whichever is lesser. SEBI also stipulated that there should be no family relation with the investee company and there cannot be more than 49 investors for a particular fund.
  • 15. 15FINANCIAL MARKET CONCLAVE – ROAD TO TURN AROUND The Companies Act, 2013 has made several changes in the regulatory requirements of the companies. It has introduced several new concepts and has streamlined many of the requirements by introducing new definitions. The Act aims to raise the governance level of the Indian companies at par with the global companies. The Board of Directors are the core for the good governance of companies. Being the representatives to the shareholders of the company, they provide various expertise in strategy approval, maintaining integrity, enhancing efficiency and smooth performance of the business operations. The Board needs to be aware of the new challenges in the business market and frame the best policies and processes with the support of the management. The Act has several new roles and responsibilities for the boards and the directors. There are many new provisions which apply to the board of all companies. There are additional disclosures which are to be filed in the annual return of the companies. It requires preparation of annual return containing the details of the principal business activities, particulars of holding, subsidiary and associate companies, details of promoters, directors, key management personnel, meetings of board and other members along with attendance details, remuneration of directors and key management personnel and penalties imposed on directors. All this should be as on the closing date of the financial year. An extract of this is to form a part of the board’s report. This board report would have additional disclosures including meeting of board, director’s responsibility statement, company’s policies on director appointment and remuneration, state of company affairs, dividends to be paid and many more things. The director’s responsibility would have additional disclosure regarding the internal financial controls and regulatory compliance. It should also be stated that COMPANIES ACT, 2013
  • 16. 16FINANCIAL MARKET CONCLAVE – ROAD TO TURN AROUND these controls are adequate and are operating effectively. Every company having a net worth of Rs.500 crore or more, or a turnover of Rs.1000 crore or more, or a net profit of Rs.5 crore or more during a financial year has to constitute CSR (Corporate Social Responsibility) committee having at least one independent director. The CSR committee has to formulate CSR policies and get it approved by the board. All these companies have to spend at least 2% of the last 3 years average net profits on CSR activities. The composition of the board of directors is to have a minimum of 3 directors for a public company and 2 directors for a private company and in total of 15 directors. There should be at least 1 woman director in the board. One-third of the board of listed companies should be independent. An independent director has to declare that he does not have any relation in any way with regards to subsidiary and associate company and also should not be the promoter of the company. The Independent director is entitled to receive fees, reimbursement of expenses, profit related commission but not any stock options. An independent director has a tenure of 5 consecutive years and can be reappointed for a second term by passing a special board resolution. A listed company to have one director appointed by the small shareholders having a shareholding of Rs.20000. Differing compliance requirements with respect to the appointment of independent directors, remuneration thereto, imposed by multiple regulators will lead to hardship as well increased cost of compliance for companies. The Board has to constitute the audit committee for the company which has to be disclosed in the board report. The board has to also constitute the nomination and remuneration committee for the company. A company having more than 1000 security holders have to form a stakeholder’s relationship committee which is to be appointed by the board. The board has to annex the secretarial audit report with the board’s report. The Act also lists down the list of fiduciary duties for the directors. It also lays down the minimum number of board meetings to be held annually to be as four.
  • 17. 17FINANCIAL MARKET CONCLAVE – ROAD TO TURN AROUND The period between two consecutive meetings should not be more than 120 days and the meetings can be held through video-conferencing or other audio visual mode. It also defines the whole-time key managerial personnel of the company which is to be appointed by means of board resolution. He should not hold office in more than 1 company and the vacancy should be filled within 6 months. The Companies Act, 2013 has introduced a new section which only deals in how a public company or a private company may issue securities. It can be through the prospectus, through private placement and through right or bonus issue of shares. There are many disclosures that have been changed. The Act includes a section in which the members of the company in consultation with the board members may offer a part of their shareholding to the public. In private placement, the offer of securities or invitation to subscribe securities shall be made to no more than 50 members in a financial year. All the money payable towards the subscription has to be paid by any way other than cash. The Act proposes to re-instate the existing concept of shares with differential voting rights. Pursuant to this section the company may face hardship with regards to computation of proportionate voting rights. It also restricts the application of securities premium for a certain class of companies if they fail to comply with the accounting standards. It continues to state that securities premium amount can be utilized for purpose of writing off preliminary expenses. However, in view of the requirements of accounting standard 26, the requirement of this sub-section appears to be superfluous. The companies are no longer permitted to issue shares at a discount exception being sweat equity. The requirement for further issue of share capital is now also applicable to private companies. The Act has introduced certain significant amendments in the accounts and audit domain. There are several additional requirements introduced such as preparation of consolidated
  • 18. 18FINANCIAL MARKET CONCLAVE – ROAD TO TURN AROUND financial statements, additional reporting requirements for the directors in their report such as the development and implementation of the risk management policy, disclosures in respect of voting rights not exercised directly by the employees in respect of shares to which the scheme relates, etc. The unlisted companies have to prepare a consolidated financial statement which would substantially increase the cost of compliance. There is also a requirement to add a statement containing the salient features of the financial statement of the subsidiary, associate and joint ventures. The provisions envisaged by the 2013 Act in respect of re-opening and voluntary revision of the financial statements and board report is yet to be acknowledged by SEBI in the equity listing agreement and thus, pending similar amendment in the equity listing agreement, listed companies may face unnecessary hardships. The provisions in the new act related to the area of mergers and acquisitions, are aimed at simplifying and rationalizing the procedures and also ensuring higher accountability for the company and majority shareholders and increasing flexibility for corporates. The changes proposed would require companies to consider the scale and extent of compliance These changes are quite constructive and could go a long way in streamlining the manner in which mergers and other corporate scheme of arrangements are structured and implemented in India. According to the new companies Act, 2013, only those public companies which meet the prescribed net worth and turnover criteria will be able to accept deposits from persons other than its members. The provisions regarding the protection of the deposit holders have been enhanced. This will basically increase the cost for the companies due to requirements related to credit rating, maintenance of additional liquid funds, deposit insurance, etc.
  • 19. 19FINANCIAL MARKET CONCLAVE – ROAD TO TURN AROUND Contact Details: Gurgaon Office: 903-904, Tower C, Unitech Business Zone, Nirvana Country, Sector 50, Gurgaon – 122018 Tel No. : 0124-4754550 Kolkata CFB F-1, 1st Floor, Paridhan Garment Park, 19 Canal South Road, Kolkata - 700015 Tel. No. : 033-64525594 Fax No. : 033-22902469 Mumbai Express Zone A-509 5th floor Western Express Highway Malad East Mumbai - 400097 Telephone No. : 022-29810219 Fax No. : 022-28727937 www.resurgentindia.com Bengaluru No. 49/1, 2nd Floor, Anees Plaza, R V Road, Basavangudi, Bengaluru - 560004 Telephone No.: 080–26570757 info@resurgentindia.com
  • 20. 20FINANCIAL MARKET CONCLAVE – ROAD TO TURN AROUND RESURGENT INDIA LIMITED EQUITY I DEBT I MERCHANT BANKING Resurgent India is a full service investment bank providing customized solutions in the areas of debt, equity and merchant banking. We offer independent advice on capital raising, mergers and acquisition, business and financial restructuring, valuation, business planning and achieving operational excellence to our clients. Our strength lies in our outstanding team, sector expertise, superior execution capabilities and a strong professional network. We have served clients across key industry sectors including Infrastructure & Energy, Consumer Products & Services, Real Estate, Metals & Industrial Products, Healthcare & Pharmaceuticals, Telecom, Media and Technology. In the short period since our inception, we have grown to a 100 people team with a pan-India presence through our offices in New Delhi, Kolkata, Mumbai, and Bangalore. Resurgent is part of the Golden Group, which includes GINESYS (an emerging software solutions company specializing in the retail industry) and Saraf & Chandra (a full service accounting firm, specializing in taxation, auditing, management consultancy and outsourcing). www.resurgentindia.com © Resurgent India Limited, 2013. All rights reserved. Disclosures This document was prepared by Resurgent India Ltd. The copyright and usage of the document is owned by Resurgent India Ltd. Information and opinions contained herein have been compiled or arrived by Resurgent India Ltd from sources believed to be reliable, but Resurgent India Ltd has not independently verified the contents of this document. Accordingly, no representation or warranty, express or implied, is made as to and no reliance should be placed on the fairness, accuracy, completeness or correctness of the information and opinions contained in this document. Resurgent India ltd accepts no liability for any loss arising from the use of this document or its contents or otherwise arising in connection therewith. The document is being furnished information purposes. This document is not to be relied upon or used in substitution for the exercise of independent judgment and may not be reproduced or published in any media, website or otherwise, in part or as a whole, without the prior consent in writing of Resurgent. Persons who receive this document should make themselves aware of and adhere to any such restrictions.
  • 21. 21FINANCIAL MARKET CONCLAVE – ROAD TO TURN AROUND The Confederation of Indian Industry (CII) works to create and sustain an environment conducive to the development of India, partnering industry, Government, and civil society, through advisory and consultative processes. CII is a non-government, not-for-profit, industry-led and industry-managed organization, playing a proactive role in India's development process. Founded in 1895, India's premier business association has over 7200 members, from the private as well as public sectors, including SMEs and MNCs, and an indirect membership of over 100,000 enterprises from around 242 national and regional sectoral industry bodies. CII charts change by working closely with Government on policy issues, interfacing with thought leaders, and enhancing efficiency, competitiveness and business opportunities for industry through a range of specialized services and strategic global linkages. It also provides a platform for consensus-building and networking on key issues. Extending its agenda beyond business, CII assists industry to identify and execute corporate citizenship programmes. Partnerships with civil society organizations carry forward corporate initiatives for integrated and inclusive development across diverse domains including affirmative action, healthcare, education, livelihood, diversity management, skill development, empowerment of women, and water, to name a few. The CII theme of ‘Accelerating Growth, Creating Employment’ for 2014-15 aims to strengthen a growth process that meets the aspirations of today’s India. During the year, CII will specially focus on economic growth, education, skill development, manufacturing, investments, ease of doing business, export competitiveness, legal and regulatory architecture, labour law reforms and entrepreneurship as growth enablers. With 64 offices, including 9 Centres of Excellence, in India, and 7 overseas offices in Australia, China, Egypt, France, Singapore, UK, and USA, as well as institutional partnerships with 312 counterpart organizations in 106 countries, CII serves as a reference point for Indian industry and the international business community. Confederation of Indian Industry The Mantosh Sondhi Centre 23, Institutional Area, Lodi Road, New Delhi – 110 003 (India) T: 91 11 45771000 / 24629994-7 • F: 91 11 24626149 E: info@cii.in • W: www.cii.in