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ISSUE 16 APRIL 2012




India Watch
Welcome to the Spring edition of Grant
Thornton’s India Watch, in association with the
London Stock Exchange
In this issue we highlight that Grant Thornton          Our overview of the Indian economy this
India Watch Smaller Caps Index outperformed all      quarter shows that it is proving difficult for
major indices between January and March 2012,        the Indian government to support and develop
closing at 24% up. It appears market watchers        the economic potential of the country. The
were right to be optimistic.                         recent state elections have now further dented
   The first quarter 2012 witnessed M&A deal          the Government’s ability to push through
activity of US$18 billion, in line with activity     the economic reforms required. In addition,
levels seen during the corresponding periods         the recent Indian Budget 2012 has, in many
in 2010 and 2011. However, the focus in Q1           economists’ views, failed to implement suitable
2012 was domestic deals, particularly internal       measures to encourage foreign investment and
restructuring and mergers. Private Equity has also   sustainable economic growth.
continued to witness sustained momentum with            Our guest contributors, Saket Somani and
US$2 billion worth of deals in Q1 2012 led by        Sumir Bhardwaj, Partners at Churchgate Partners,
Healthcare, IT ITES, Banking and Real Estate.        outline the elements of a successful investor
                                                     relations programme. Indian corporates more
                                                     than ever need to proactively attract and maintain
                                                     the attention of increasingly selective global fund
                                                     managers in order to attract public capital.
                                                        Lastly, Nidhi Gupta, tax manager at Walker,
                                                     Chandiok & Co, gives us an update on the India
                                                     Budget 2012 and the headline tax proposals that
                                                     the Indian government announced in March.
                                                        If you would like to discuss any of the matters
                                                     arising in this issue or how Grant Thornton’s
                                                     South Asia group can help you please contact me.




Anuj Chande
Partner, Corporate Finance
and Head of South Asia Group
Grant Thornton UK LLP
T +44 (0)20 7728 2133
E anuj.j.chande@uk.gt.com
India Watch - Issue 16                                                   April 2012




The turning tide for
Indian smaller caps?


It appears market watchers were right to be
optimistic. Having fallen 11.27% during 2011,
the Grant Thornton India Watch Smaller Caps
Index outperformed all major indices between
January and March 2012, closing at 24% up
ahead of the previous quarter compared to the
FTSE 100’s 4% rise.

130

120

110

100                                                      –– GT India Watch – ALL
 90
                                                         –– FTSE 100
                                                         –– FTSE AIM ALL-SHARE
 80
                                                         –– GT India Watch – smaller caps
 70                                                      –– FTSE ASEAN
                                                         –– FTSE AIM 100
 60
                                                         –– FTSE AIM UK 50
 50

 40


 30

    Dec 11                   Jan 12   Feb 12    Mar 12


Source: Thomson Datastream




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In a very strong turnaround for Q1 2012, the          improved performance among Indian small caps.          * The India Watch Index
                                                                                                             consists of 31 Indian
India Watch Smaller Caps Index was up 12 points       Against a backdrop of small signs of recovery in       companies listed on AIM or
on FTSE AIM UK 50 Index and ahead of global           the US, some steadying of Europe’s eurozone            the Main Market (excluding
                                                                                                             GDRs). We only consider
small cap indices (FTSE AIM All-Share Index           crisis, and the Indian government’s efforts to         companies to be Indian if
and FTSE AIM 100 Index). This gain suggests           reduce interest rates and stabilise inflation, Indian   they are domiciled in India
                                                                                                             and/or foreign companies
investor appetite for Indian SMEs remains strong.     SMEs should remain an attractive option for            holding Indian assets or
                                                                                                             Investment companies
    Many of the leading performers in Q1 2012         investors in Q2 and beyond.
                                                                                                             with Indian promoters. The
are in the agriculture and energy sectors. Nandan                                                            index has been created via
                                                                                                             Datastream, a Thomson
Cleantec is a case in point. The rapid growth of                                                             Reuters product and is
the India-based biofuel producer is reflected in its                                                          weighted by Market Value.
                                                                                                             To avoid distortion of index
share price: up from 60p in October 2011 to 98p                                                              trends, the two largest
at the end of March 2012. And Nandan is forecast                                                             market cap entities, Essar
                                                      Anuj Chande                                            Energy and Vedanta
to grow by at least 25% a year until 2014-15 due      Partner, Corporate Finance                             Resource, are excluded.
to strong demand for its high-yielding variety of     and Head of South Asia Group                           ** Data sourced from
                                                                                                             Thomson Reuters.
oilseeds.                                             Grant Thornton UK LLP
                                                      T +44 (0)20 7728 2133
    Other energy companies dominating the
                                                      E anuj.j.chande@uk.gt.com
top spots include Oilex, Indus Gas and Mytrah
Energy, which gained 47.06%, 46.85% and
23.66% respectively. The petroleum and natural
gas industry in India has attracted foreign direct
investment worth US$3,332.78 million between
April 2000 and December 2011, according to
data from the Department of Industrial Policy
and Promotion. The industry saw a further
investment of US$196 million between April 2011
and the start of 2012, according to the India Brand
Equity Foundation.
    The first quarter of 2012 wasn’t so kind to
West Pioneer Properties. Its delayed reaction
to tightening of monetary policy in 2011 meant
it performed poorly in Q1. But the company’s
efforts to position the Kalyan mall, near Mumbai,
as a leading leisure destination should bolster
its fortunes. The Indian real estate industry as a
whole should see its prospects improve, thanks to
policies to counter the inflationary issues that led
to its decline.
    Even for companies suffering poor results,
the news is positive compared to 2011, signalling


                                                                                                                                       3
India Watch - Issue 16                                                                                     April 2012




Domestic deal activity bucks
the trend - Overall deal
momentum sustained
The quarter witnessed M&A deal activity of US$18 billion, in line with activity
levels seen during the corresponding period in 2010 and 2011. However, the
focus in Q1 2012 was domestic deals, particularly internal restructuring and
mergers comprising approximately US$13 billion of the total M&A deal value.
The focus on mergers and internal restructuring activities, a trend which gained
prominence in 2011, appears to have intensified in 2012 driven by Vedanta
Group restructuring, estimated to be worth over US$12 billion.


Deal summary: January – March 2012
Q1 Deal Summary                            Volume              Value (US$ billion)
Year                                2010     2011   2012    2010       2011          2012
Inbound                               23       26     36     1.12      13.75          1.26
Outbound                              46       34     26    13.26       1.73          0.69
Cross Border                          69       60     62    14.39      15.47          1.96
Domestic & Internal Restructuring    119       82    115     3.05       2.40         16.32
M&A                                  188      142    177    17.44      17.87         18.27
PE                                    59       75    118     1.56       2.61          2.01
QIP                                    9        2      2     0.87       0.53           0.1
Grand Total                          256      219    297    19.87      21.01         20.35




It may be too early to conclude a trend based        border deals in the past, i.e. Bharti Airtel – Zain
on Q1 2012 cross border activity but deal            worth US$10.7 billion in Q1 2010 and BP –
values have significantly declined in the quarter     Reliance Petroleum worth US$7.2 billion and
when compared to earlier years. While Indian         Vodafone Group Plc – Vodafone Essar worth
companies trade at a premium to their developed      US$5 billion in Q1 2011, and we expect more big
market counterparts on the basis of multiples        ticket deals in the coming quarters. However,
and valuation ratios, the combination of India’s     outbound acquisitions will be approached
growth story and a weakened currency means           cautiously, given the prevailing debt crisis in
that India still remains to be a favoured deal       Europe and recent proposals outlined in the
destination.                                         Indian 2012 Budget (see article Indian Budget
   Indian companies may view European                2012: round up).
businesses as potential targets at relatively low
valuations in order to gain access to advanced
technology and markets; we have seen large cross


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Top M&A deals: Q1 2012
Acquirer                       Target                               Sector                              US$ Million
Sesa Goa Ltd                   Sterlite Industries                  Mining                               11,927.80
Tech Mahindra                  Satyam Computer Services             IT & ITeS                             1,400.00
Piramal Healthcare             Vodafone Essar                       Telecom                                 618.00
Sesa Sterlite - To be formed   Vedanta Aluminium                    Metals & Ores                           473.00
TV18 Broadcast                 Eenadu Television Network            Media, Entertainment & Publishing       395.00
Watson Pharmaceuticals         Ascent Pharmahealth                  Pharma, Healthcare & Biotech            393.00
Sesa Sterlite - To be formed   The Madras Aluminium Company         Power & Energy                          363.00
Binani Industries              3B - fibreglass Co                    Manufacturing                           360.00
Nippon Life Insurance          Reliance Capital Asset Management    Banking & Financial Services            290.00
Sky City Foundation            STel Pvt Ltd                         Telecom                                 174.50




                                                               M&A sector focus
Top M&A sectors: January – March 2012
                                                               A wide range of sectors have contributed to M&A
                                                               activity in Q1 2012, led by Mining and IT &ITES
                                                               followed by Telecom, Pharma, Metals and Media
                                                               & Entertainment.
                                                                  The Vedanta internal restructuring deal in the
                                                               mining sector constituted 65% of M&A values
                                                               for the quarter. Other top sectors in terms of
                                                               deal value were IT ITES and Pharma which
                                                               also witnessed steady volumes, in line with
                                                               corresponding periods in past years.
                                                                  Telecom witnessed a sharp decline in deal value
                                                               in the quarter with less than a billion dollars’
                                                               worth of deals, when compared to US$ 5 billion
                                                               in Q1 2011 and over US$13 billion in Q1 2010.
                     Mining [65%]                              However, this is a sector that is set to enter a
                                                               consolidation phase post the easing of M&A
                     IT & ITeS [9%]                            norms in the telecom sector allowing merged
                     Telecom [4%]                              entities to have a market share of up to 60%. The
                                                               recent ruling issued by the Supreme Court for
                     Pharmaceuticals,                          the cancellation of 122 2G licences has affected a
                     Healthcare & Biotech [4%]                 few foreign players such as Telenor, Sistema and
                                                               Etisalat.
                     Metals & Ores [3%]                           M&A activity in retail and civil aviation sectors
                     Others [15%]                              remain muted with the Budget not providing



                                                                                                                               5
India Watch - Issue 16                                                                                                            April 2012




Top PE deals: Q1 2012
Investor                            Investee                               Sector                              US$ million
Accel Partners & Tiger Global       Flipkart Online Services               IT & ITeS                               150.00
Temasek                             Godrej Consumer                        FMCG, Food & Beverages                  137.00
General Atlantic LLC                Fourcee Infrastructure Equipments      Logistics                               125.00
Olympus Capital                     DM Healthcare                          Pharma, Healthcare & Biotech            100.00
Government of Singapore Investment Vasan Healthcare                        Pharma, Healthcare & Biotech            100.00
Morgan Stanley Real Estate          Sheth Developer’s Mumbai project       Real Estate                              90.00
Providence Equity, Macquarie Bank   Hathway Cable & Datacom                Media, Entertainment & Publishing        72.00
Airro Mauritius                     Nandi Infrastructure Corridor          Infrastructure Management                65.00
3i India                            Supreme Infrastructure                 Infrastructure Management                61.00
Warburg Pincus                      AU Financiers                          Banking & Financial Services             50.00
NYLIM Jacob Ballas                  Religare Finvest                       Banking & Financial Services             40.00
Fidelity Growth Partners            Aptuit Laurus                          Pharma, Healthcare & Biotech             40.00



clarity on FDI in these sectors adding to the woes              hands of SEBI registered PE/VC companies                     With special
of investors.                                                   or funds, thereby aligning with the true intent              thanks for their
   Q1 2012 witnessed sustained momentum                         of pass though status for the PE/VC funds/                   contribution to
in overall M&A deal making, however, the                        companies. At present, only investments in nine              Ankita Arora
remaining part of the year will largely depend on               specified sectors are eligible for tax exemptions.            and Sowmya
the aforementioned regulatory implications.                     The removal of the sector restrictions will foster           Ravikumar of the
                                                                the creation of a more robust domestic venture               Grant Thornton
PE                                                              capital and private equity industry as most funds            India Dealtracker
Private Equity has continued to witness sustained               that invest in India operate as foreign investors            team.
momentum with US$2 billion worth of deals in                    from tax-friendly, offshore locations such as
Q1 2012 led by Healthcare, IT ITES, Banking                     Mauritius or the Cayman Islands.
and Real Estate sectors. The quarter saw Morgan                    The quarter witnessed negligible activity on
Stanley Real Estate Investment (MSREI),                         the IPO and QIP front, a continuation of the
investing US$90 million in a realty project after               trend seen in 2011. It remains to be seen how deal
more than four years out of the Indian market.                  activity in the rest of the year will trend, given
                                                                continued uncertainty in the European economy,
PE Exits                                                        impact of tax regulations introduced in the Budget
We can expect a surge of exits likely in the coming             and lack of clarity on the FDI and regulatory
years as funds raised post 2005 reach the end of                front. Nevertheless, we believe increased domestic
their investment cycles, thus creating enormous                 activity and sustained PE momentum augurs well
pressure for exits for this invested capital,                   for overall deal activity for the rest of the year.
if investors are to maintain or increase their
allocations to India. Considering the fact that the
volatile stock markets are not expected to aid exits
through IPOs, secondary PE deals could become
one of the favoured transaction routes.
    The quarter saw PE major Warburg Pincus
exiting from Kotak Mahindra Bank Ltd, garnering
over US$0.6 billion marking the largest exit by
Warburg Pincus after they exited Bharti Airtel, by
encashing US$1.8 billion on their original US$290
million investment in 1999.
                                                                Karthik Balisagar
    In what we consider a major boost for the                   Valuations Manager and Assistant
India PE/VC space, the Union Budget 2012-13                     Head of Valuations South Asia Group
                                                                Grant Thornton UK LLP
has proposed positive initiatives such as 100 per
                                                                T +44 (0)20 7865 2475
cent tax exemption on income from exits in the                  E karthik.balisagar@uk.gt.com



6
India Watch - Issue 16                                                                                       April 2012




Indian economy –
Prospects for slower growth


Headlines in both the UK and India have been dominated by their
respective budgets in the last few weeks and, while much has been
written in the UK about George’s Osborne’s address to parliament
and the subsequent meetings with the Treasury Committee, we
should take this opportunity to look at how Asia’s third largest
economy has fared and reacted to its own budget.




On 16 March, India’s finance minister, Pranab
Mukherjee, announced India’s latest budget and
has faced increasing criticism for delivering what
had been widely considered a weak and, in some
cases, a failed budget. In many economists’ views,
Mr Mukherjee failed to address the level of India’s
public spending as well as failed to implement
suitable measures to encourage foreign investment
and sustainable economic growth.
   Mr Mukherjee forecast a fiscal deficit of 5.9
per cent of GDP in the financial year to the end          As an example of this, and while appreciating
of March against a previous target of 4.6 per cent.   that it is rather biased to pick on a single policy
He also predicted that the deficit would fall to 5.1   in particular, it is difficult to see any real benefit
per cent of GDP for the year ending March 2013.       in respect to the introduction of a retrospective
   While the budget didn’t contain any major          tax on offshore transactions involving India assets
surprises or grand reforms, it also didn’t shut       – a move clearly made with Vodafone in mind.
down the increasing number of doubters in             The policy is surely only going to deter external
respect to India’s economic growth outlook by         investment into India further. It is policies
putting forward a brave plan to revitalise growth     like these, however, which are symptomatic
in the country and encourage much needed              of the current government and their priorities
foreign investment.                                   concerning economic reform.


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   As noted in the Financial Times, the weak           go into the details in this economic update, there
economic data received from the manufacturing          were comments from the political opposition
and mining sectors (two of India’s largest sectors)    party which said that the irregularities could
over the last few months has accelerated the shift     eclipse the 2G telecom licence scandal which has
of India’s economy to lower growth. India now          been at the forefront of political and economic
faces the possibility of a worse performance in        debate in India for over a year and a half.
this current fiscal year in terms of growth than it         It is, therefore, clear to see that there continues
did in the fiscal year of the global financial crisis.   to be substantial and persistent governance issues
   To further highlight India’s economic               within Indian politics. The number and scale of
mismanagement, the country’s economic growth           the political scandals which have come out of
rate dropped to 6.1 per cent in the quarter ended      India in a relatively short space of time is totally
31 December 2011. Whilst it should be noted that,      unacceptable for an economy which is now very
a growth rate of 6.1 per cent is still significantly    much in need of external finance and investment.
more impressive than some of the more developed        What’s more, whilst there will always be a long
economies in the West, it is India’s slowest rate in   list of countries, companies and individuals
three years. Unfortunately, the recent economic        looking to increase their exposure to the Indian
and political reforms have just not been able to       economy, the risk level might just have increased
support and develop the economic potential of          a little too far for some.
the country.
   The recent state elections have now further
dented the Government’s ability to push
through the economic reforms required. Out
                                                       Anuj Chande
of the five state polls in early March, Congress
                                                       Partner, Corporate Finance
secured a victory in the politically insignificant      and Head of South Asia Group
state of Manipur only, while in India’s most           Grant Thornton UK LLP
populous state, Uttar Pradesh (c. 200m), the           T +44 (0)20 7728 2133
                                                       E anuj.j.chande@uk.gt.com
party floundered in fourth place. With more state
elections to come and a general election in 2014,
things are not looking particularly good for the
current Government. Furthermore, and to make
matters worse, the Indian government’s troubles
over recent months have not just revolved around
the economy or the run up to state elections.
There were fresh attacks following a leaked draft
report by the state auditor which warned of
US$20 billion of state losses on the sale of Indian
coal assets.
   According to the Times of India, the 110
page report said that the losses were incurred by
allocating coal blocks between 2004 and 2009
outside of an auction process. While we won’t


8
India Watch - Issue 16                                                                                      April 2012




An investor relations
program: realising your full
valuation potential
Despite the strong recent flows of Foreign               At Churchgate Partners we believe there are 4
Institutional Investors (FII) capital into the        building blocks for a successful IR program:
Indian equity markets, Indian corporates more
than ever need to proactively attract and maintain    1 Communication materials: Deliver best in
the attention of increasingly selective global          class communication materials that truly reflect
fund managers. This applies equally to Indian           the investment case and equity story of the
companies listed in London. Leaving investors           company.
to identify the future outperformers in each               A quarterly earnings release needs to be
industry sector, without management having              geared towards the financial markets and
the opportunity to best present their specific           not the press (which is a separate release).
investment case, has direct value implications.         Explaining the ‘story’ for the quarter is
These potentially include having to issue equity        critical: what mix of pricing and volumes have
at relatively unattractive valuations for ongoing       driven revenues, why operating margins may
deleveraging, financing future growth plans              have changed, updates on expansion plans,
and meeting upcoming minimum free float                  commentary on the economic environment
requirements. Ultimately a successful investor          and a soft view on the performance outlook to
relations (IR) programme should achieve                 guide the research analysts’ thought process
an appropriate trading valuation based on a             (without financial guidance). This quarterly
continuous and open communication with the              earnings release then weaves into the earnings
financial markets. Shareholders recognise the            presentations, introduction scripts for investor
appointment of an international IR adviser as part      conference calls, corporate presentations and
of management’s ongoing commitment to bridge            eventually shapes the management discussion
any market valuation discount.                          and analysis (MD&A) and Directors
   For a CEO to internally prioritise an IR value       Report for the annual report. Detail, focus
maximisation program, dedicated corporate               and consistency across all communication
resources are a pre-requisite. As CFO’s have            platforms (and captured on the IR website tab)
limited time that can be allocated to this role, an     are essential. Although the application of social
external IR adviser provides a head of IR not only      media for IR programs and online reputation
with operating leverage but ‘fresh’ perspectives        management is evolving, it needs to be an
based on international best practices. A quarterly      integrated part of the plan.
results press release and attending non deal
investor conferences regularly, whilst helpful, are   2 Research analyst engagement: Drive
far from a differentiated strategy. Furthermore,        dialogue with a select group of research
public relations should not be confused with            analysts who have recognised industry
investor relations.                                     expertise and are backed by a strong equity
                                                        sales force.
                                                           Meeting with research analysts on a regular
                                                        basis, and ideally in a one on one setting,
                                                        to update them on business developments


                                                                                                                     9
India Watch - Issue 16                                                                                          April 2012




     is key to building sell side support. It also           engagements in say Singapore, Hong Kong,
     helps research analysts in cases where they             London, Frankfurt or New York.
     are either too bullish or too bearish in their
     forecasts. This is particularly important during     4. Market perception study: Proactively
     difficult and volatile times, where visibility           collecting feedback through a structured
     on management’s strategy and operational                process on a regular basis provides context
     focus is essential for their ongoing dialogue           from which to refine and enhance an IR
     with their institutional investor clients. Any          program.
     sense of lack of management commitment to                   Analysing how the market (buy and
     a regular relationship is likely to be hindrance        sell side) perceives the company, allows
     to the publication of any initiation research           management to more actively manage
     note or may result in an unnecessary rating             research analyst and investor relationships.
     downgrade. Limited research coverage is often           Benchmarking communication materials and
     viewed as a ‘red flag’ by investors. Although            key financial/operating metrics with global
     a comprehensive research report is the ideal            peers identifies areas where financial disclosure
     outcome from such a relationship, this can              and transparency may be improved. A well-
     often take longer than expected due to the              constructed market perception study allows
     current resource pressures at brokerage firms.           management and IR teams to better understand
     A management meeting note or a sales force              market views and be more effective in their
     briefing may also be effective alternatives to           time allocation to IR. An experienced IR
     explore in addition to a full research report.          adviser should be able to provide insights on
                                                             the market’s perception of areas including:
3. Global investor access: Access to and                     strategy, operational strengths and weaknesses,
     feedback from leading global EM and sector-             financial performance, management and
     focused investors, India dedicated funds and            IR effectiveness. Soliciting this feedback is
     portfolio managers to HNI’s.                            viewed extremely positively by the financial
        Market capitalisation and average daily              community.
     trading volumes are key criteria which often
     limit what type of investor a company can            Overall, IR success is measured by a number
     attract. It is not uncommon for the largest          of different metrics. In addition to how the
     global funds to be restricted from investing         company trades on a valuation multiple basis,
     in companies with trading volumes less than          the development of a diverse long-term investor
     $5 million per day. As a result of the dramatic      base, an appropriate mix of FII and domestic
     growth in investor appetite for the emerging         investors, the number of analysts actively
     markets in recent years, there is a wide and         covering the stock, a base of shareholders who
     growing selection of funds which are able to         are supportive of management’s strategy and
     invest in mid/small cap Indian stocks with           reduced share price volatility are all indicators
     attractive rerating potential. Actively soliciting   of positive results. To successfully attract public
     and tracking feedback from previous investor         capital and achieve some of these goals requires a
     meetings and conference calls attendees enables      combination of management commitment and the
     a company to widen and strengthen its investor       implementation of a specifically designed
     relationships. Whilst preparing for investor         IR program.
     conferences, corporates should work more
     closely with their IR adviser in selecting those
                                                          Saket Somani
     investors they would like the host brokerage
                                                          Partner
     firm to specifically target.                           Churchgate Partners
        Working with an international adviser             saket@churchgatepartnersindia.com
     also enables the promoter, CEO or CFO to
                                                          Sumir Bhardwaj
     meet with global investors at short notice
                                                          Partner
     should they have time in between businesses          Churchgate Partners
                                                          sumir@churchgatepartners.com



10
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India Budget 2012: Round-up



The ruling Indian government presented the budget proposals for the
financial year (FY) 2012-2013 before the lower house of the Indian
Parliament on March 16th. The Direct Tax Code (DTC) was planned
to substitute the existing Indian Income Tax Act, however, this has
been deferred, with the Finance Minister re-affirming enactment of
DTC at the earliest opportunity.


The government announced certain significant             of a sort of ‘look through’ provision would be
direct tax proposals which were part of DTC in          accelerated, given that the Indian tax department
the 2012 Budget. These proposals lay emphasis           lost one of the biggest tax litigation cases witnessed
on anti-avoidance measures, addressing money            anywhere in the world, however, what was not
laundering issues and tracing the source of             expected, was the retrospective operation of this
funds in circulation. The budget proposals will         provision. The retrospective amendment has, once
transcend into statute sometime in May 2012             again stirred up the debate on consistency in tax
after Parliamentary discussion and the Indian           policy amongst industry, tax professionals and
President’s assent.                                     even political circles.
   Below, we summarise the headline tax proposals
along with the possible impact on offshore merger       Codification of General Anti-Avoidance
and acquisition transactions, foreign trade and         Rules (GAAR)
foreign investments into India.                         GAAR has been legislated as a doctrine of
                                                        ‘substance over form’ to check aggressive tax
Taxation of cross-border deals with                     planning through use of sophisticated structures.
Indian assets                                              GAAR, as the language suggests, is proposed
The DTC contains a provision for the taxation of        to ring-fence round trip financing, transactions
indirect share transfers outside India where at least   lacking commercial substance or having malafide
50% of the value of underlying assets located in        intention. These rules would apply regardless of
India are owned by the transferor of the shares.        treaty provisions. GAAR will be invoked after
   The budget proposals have incorporated a             examination at two levels – Commissioner level
similar provision albeit in a more sweeping way.        and Approving Panel’s level.
The proposal seeks to tax transactions involving           The Finance Minister has assured that GAAR
the transfer of offshore companies’ shares between      will only be triggered where legal structures have
one non-resident of India and another where the         been superimposed to camouflage improper
companies’ shares derived their value substantially     motive and genuine overseas investors should not
from assets located in India. These proposals lead      worry. Yet, stringency in GAAR could impact
to taxation in the country of operation (i.e. India)    bone-fide business structures and lead to arbitrary
treating it as a country of source.                     application since the onus to prove genuineness is
   It was widely anticipated that the introduction      on the taxpayer.


                                                                                                                         11
Introduction of Advance Pricing                                             up to 5 per cent of the transaction price available
Agreements (APA)                                                            to the taxpayer. The 2012 Budget has proposed to
Policymakers introduced APA in the 2012 Budget                              restrict this tolerance limit to a maximum of
to deal with the increasing litigation relating to                          3 per cent of the transaction price from
transfer pricing (TP) adjustments and to provide                            FY 2012-13. We may witness a notification with
certainty to multinationals involved in transactions                        industry specific tolerance limits not exceeding
with their related parties.                                                 3 per cent of the transaction price. This proposal
   APA is an agreement between a taxpayer                                   indicates the intention of tightening the available
and a tax administrator on an appropriate TP                                benefit to the taxpayer and moving towards a more
methodology for a set of transactions.                                      stringent TP regime.
   Although the detailed rules and guidelines                                  The business community needs to watch
for application will follow in due course, the                              the developments closely once these proposals
introduction of APA, meets the long-standing                                translate into a law. It should actively engage
demand of multinational enterprises with                                    in a dialogue with the government to present
footprints in India. APAs are expected to alleviate                         businesses’ point of view so that there is an
disputes between taxpayers and the Indian tax                               effective and efficient implementation of the
department in respect of foreign transactions                               new tax laws.
attracting TP regulations.

Calculation of arm’s length price (ALP):
Revision of tolerance limit
Indian TP regulations follow an arithmetic mean as
                                                                            Nidhi Gupta
opposed to an interquartile range used by various
                                                                            Manager, Tax & Regulatory services
jurisdictions worldwide to calculate ALP, where                             Walker, Chandiok & Co
there is more than one ALP. There is, however, a                            T +01 11 42787050
safe harbour in the form of permissible variance                            E Nidhi.Gupta@in.gt.com




                                                                             About us
                                                                             Grant Thornton UK LLP established a dedicated South Asia Group
                                                                             in 1991 to serve Asian owned businesses in the UK as well as
                                                                             those investing into and from the Indian subcontinent. We are
                                                                             proud to be one of the first UK accountancy firms to focus on this
                                                                             region.
                                                                                We are widely recognised as one of the leading international firms
                                                                             advising on India-related matters and have been in involved in every IPO
                                                                             involving an Indian company on AIM, with the exception of the real estate
                                                                             sector.
                                                                                For those clients requiring advice in both the UK and India we offer a
                                                                             seamless service building on the already strong and close relationship
© 2012 Grant Thornton UK LLP. All rights reserved.                           between Grant Thornton UK LLP and Grant Thornton India.
‘Grant Thornton’ means Grant Thornton UK LLP, a limited
liability partnership.                                                         International and emerging markets blog
Grant Thornton is a member firm of Grant Thornton International Ltd            As part of our commitment to remaining at the forefront of changes
(Grant Thornton International). References to ‘Grant Thornton’ are to the      and developments in regards to UK-India relationship we will be using
brand under which the Grant Thornton member firms operate and refer            this space to post original thought leadership and research relevant to
to one or more member firms, as the context requires. Grant Thornton
                                                                               the industry. The idea is to encourage discussion around these issues
International and the member firms are not a worldwide partnership.
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responsible for the services or activities of one another. Grant Thornton
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This publication has been prepared only as a guide.
No responsibility can be accepted by us for loss occasioned
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Grant Thornton - India Watch Issue 16 - Indian companies listed on the London Markets

  • 1. In association with ISSUE 16 APRIL 2012 India Watch Welcome to the Spring edition of Grant Thornton’s India Watch, in association with the London Stock Exchange In this issue we highlight that Grant Thornton Our overview of the Indian economy this India Watch Smaller Caps Index outperformed all quarter shows that it is proving difficult for major indices between January and March 2012, the Indian government to support and develop closing at 24% up. It appears market watchers the economic potential of the country. The were right to be optimistic. recent state elections have now further dented The first quarter 2012 witnessed M&A deal the Government’s ability to push through activity of US$18 billion, in line with activity the economic reforms required. In addition, levels seen during the corresponding periods the recent Indian Budget 2012 has, in many in 2010 and 2011. However, the focus in Q1 economists’ views, failed to implement suitable 2012 was domestic deals, particularly internal measures to encourage foreign investment and restructuring and mergers. Private Equity has also sustainable economic growth. continued to witness sustained momentum with Our guest contributors, Saket Somani and US$2 billion worth of deals in Q1 2012 led by Sumir Bhardwaj, Partners at Churchgate Partners, Healthcare, IT ITES, Banking and Real Estate. outline the elements of a successful investor relations programme. Indian corporates more than ever need to proactively attract and maintain the attention of increasingly selective global fund managers in order to attract public capital. Lastly, Nidhi Gupta, tax manager at Walker, Chandiok & Co, gives us an update on the India Budget 2012 and the headline tax proposals that the Indian government announced in March. If you would like to discuss any of the matters arising in this issue or how Grant Thornton’s South Asia group can help you please contact me. Anuj Chande Partner, Corporate Finance and Head of South Asia Group Grant Thornton UK LLP T +44 (0)20 7728 2133 E anuj.j.chande@uk.gt.com
  • 2. India Watch - Issue 16 April 2012 The turning tide for Indian smaller caps? It appears market watchers were right to be optimistic. Having fallen 11.27% during 2011, the Grant Thornton India Watch Smaller Caps Index outperformed all major indices between January and March 2012, closing at 24% up ahead of the previous quarter compared to the FTSE 100’s 4% rise. 130 120 110 100 –– GT India Watch – ALL 90 –– FTSE 100 –– FTSE AIM ALL-SHARE 80 –– GT India Watch – smaller caps 70 –– FTSE ASEAN –– FTSE AIM 100 60 –– FTSE AIM UK 50 50 40 30 Dec 11 Jan 12 Feb 12 Mar 12 Source: Thomson Datastream 2
  • 3. India Watch Issue India Watch - Issue 16 i c u April 2012 April 2012 r 012 In a very strong turnaround for Q1 2012, the improved performance among Indian small caps. * The India Watch Index consists of 31 Indian India Watch Smaller Caps Index was up 12 points Against a backdrop of small signs of recovery in companies listed on AIM or on FTSE AIM UK 50 Index and ahead of global the US, some steadying of Europe’s eurozone the Main Market (excluding GDRs). We only consider small cap indices (FTSE AIM All-Share Index crisis, and the Indian government’s efforts to companies to be Indian if and FTSE AIM 100 Index). This gain suggests reduce interest rates and stabilise inflation, Indian they are domiciled in India and/or foreign companies investor appetite for Indian SMEs remains strong. SMEs should remain an attractive option for holding Indian assets or Investment companies Many of the leading performers in Q1 2012 investors in Q2 and beyond. with Indian promoters. The are in the agriculture and energy sectors. Nandan index has been created via Datastream, a Thomson Cleantec is a case in point. The rapid growth of Reuters product and is the India-based biofuel producer is reflected in its weighted by Market Value. To avoid distortion of index share price: up from 60p in October 2011 to 98p trends, the two largest at the end of March 2012. And Nandan is forecast market cap entities, Essar Anuj Chande Energy and Vedanta to grow by at least 25% a year until 2014-15 due Partner, Corporate Finance Resource, are excluded. to strong demand for its high-yielding variety of and Head of South Asia Group ** Data sourced from Thomson Reuters. oilseeds. Grant Thornton UK LLP T +44 (0)20 7728 2133 Other energy companies dominating the E anuj.j.chande@uk.gt.com top spots include Oilex, Indus Gas and Mytrah Energy, which gained 47.06%, 46.85% and 23.66% respectively. The petroleum and natural gas industry in India has attracted foreign direct investment worth US$3,332.78 million between April 2000 and December 2011, according to data from the Department of Industrial Policy and Promotion. The industry saw a further investment of US$196 million between April 2011 and the start of 2012, according to the India Brand Equity Foundation. The first quarter of 2012 wasn’t so kind to West Pioneer Properties. Its delayed reaction to tightening of monetary policy in 2011 meant it performed poorly in Q1. But the company’s efforts to position the Kalyan mall, near Mumbai, as a leading leisure destination should bolster its fortunes. The Indian real estate industry as a whole should see its prospects improve, thanks to policies to counter the inflationary issues that led to its decline. Even for companies suffering poor results, the news is positive compared to 2011, signalling 3
  • 4. India Watch - Issue 16 April 2012 Domestic deal activity bucks the trend - Overall deal momentum sustained The quarter witnessed M&A deal activity of US$18 billion, in line with activity levels seen during the corresponding period in 2010 and 2011. However, the focus in Q1 2012 was domestic deals, particularly internal restructuring and mergers comprising approximately US$13 billion of the total M&A deal value. The focus on mergers and internal restructuring activities, a trend which gained prominence in 2011, appears to have intensified in 2012 driven by Vedanta Group restructuring, estimated to be worth over US$12 billion. Deal summary: January – March 2012 Q1 Deal Summary Volume Value (US$ billion) Year 2010 2011 2012 2010 2011 2012 Inbound 23 26 36 1.12 13.75 1.26 Outbound 46 34 26 13.26 1.73 0.69 Cross Border 69 60 62 14.39 15.47 1.96 Domestic & Internal Restructuring 119 82 115 3.05 2.40 16.32 M&A 188 142 177 17.44 17.87 18.27 PE 59 75 118 1.56 2.61 2.01 QIP 9 2 2 0.87 0.53 0.1 Grand Total 256 219 297 19.87 21.01 20.35 It may be too early to conclude a trend based border deals in the past, i.e. Bharti Airtel – Zain on Q1 2012 cross border activity but deal worth US$10.7 billion in Q1 2010 and BP – values have significantly declined in the quarter Reliance Petroleum worth US$7.2 billion and when compared to earlier years. While Indian Vodafone Group Plc – Vodafone Essar worth companies trade at a premium to their developed US$5 billion in Q1 2011, and we expect more big market counterparts on the basis of multiples ticket deals in the coming quarters. However, and valuation ratios, the combination of India’s outbound acquisitions will be approached growth story and a weakened currency means cautiously, given the prevailing debt crisis in that India still remains to be a favoured deal Europe and recent proposals outlined in the destination. Indian 2012 Budget (see article Indian Budget Indian companies may view European 2012: round up). businesses as potential targets at relatively low valuations in order to gain access to advanced technology and markets; we have seen large cross 4
  • 5. India Watch - Issue 16 a Watch Issue Watc tch sue su Apr 2012 April 2012 pril 012 Top M&A deals: Q1 2012 Acquirer Target Sector US$ Million Sesa Goa Ltd Sterlite Industries Mining 11,927.80 Tech Mahindra Satyam Computer Services IT & ITeS 1,400.00 Piramal Healthcare Vodafone Essar Telecom 618.00 Sesa Sterlite - To be formed Vedanta Aluminium Metals & Ores 473.00 TV18 Broadcast Eenadu Television Network Media, Entertainment & Publishing 395.00 Watson Pharmaceuticals Ascent Pharmahealth Pharma, Healthcare & Biotech 393.00 Sesa Sterlite - To be formed The Madras Aluminium Company Power & Energy 363.00 Binani Industries 3B - fibreglass Co Manufacturing 360.00 Nippon Life Insurance Reliance Capital Asset Management Banking & Financial Services 290.00 Sky City Foundation STel Pvt Ltd Telecom 174.50 M&A sector focus Top M&A sectors: January – March 2012 A wide range of sectors have contributed to M&A activity in Q1 2012, led by Mining and IT &ITES followed by Telecom, Pharma, Metals and Media & Entertainment. The Vedanta internal restructuring deal in the mining sector constituted 65% of M&A values for the quarter. Other top sectors in terms of deal value were IT ITES and Pharma which also witnessed steady volumes, in line with corresponding periods in past years. Telecom witnessed a sharp decline in deal value in the quarter with less than a billion dollars’ worth of deals, when compared to US$ 5 billion in Q1 2011 and over US$13 billion in Q1 2010. Mining [65%] However, this is a sector that is set to enter a consolidation phase post the easing of M&A IT & ITeS [9%] norms in the telecom sector allowing merged Telecom [4%] entities to have a market share of up to 60%. The recent ruling issued by the Supreme Court for Pharmaceuticals, the cancellation of 122 2G licences has affected a Healthcare & Biotech [4%] few foreign players such as Telenor, Sistema and Etisalat. Metals & Ores [3%] M&A activity in retail and civil aviation sectors Others [15%] remain muted with the Budget not providing 5
  • 6. India Watch - Issue 16 April 2012 Top PE deals: Q1 2012 Investor Investee Sector US$ million Accel Partners & Tiger Global Flipkart Online Services IT & ITeS 150.00 Temasek Godrej Consumer FMCG, Food & Beverages 137.00 General Atlantic LLC Fourcee Infrastructure Equipments Logistics 125.00 Olympus Capital DM Healthcare Pharma, Healthcare & Biotech 100.00 Government of Singapore Investment Vasan Healthcare Pharma, Healthcare & Biotech 100.00 Morgan Stanley Real Estate Sheth Developer’s Mumbai project Real Estate 90.00 Providence Equity, Macquarie Bank Hathway Cable & Datacom Media, Entertainment & Publishing 72.00 Airro Mauritius Nandi Infrastructure Corridor Infrastructure Management 65.00 3i India Supreme Infrastructure Infrastructure Management 61.00 Warburg Pincus AU Financiers Banking & Financial Services 50.00 NYLIM Jacob Ballas Religare Finvest Banking & Financial Services 40.00 Fidelity Growth Partners Aptuit Laurus Pharma, Healthcare & Biotech 40.00 clarity on FDI in these sectors adding to the woes hands of SEBI registered PE/VC companies With special of investors. or funds, thereby aligning with the true intent thanks for their Q1 2012 witnessed sustained momentum of pass though status for the PE/VC funds/ contribution to in overall M&A deal making, however, the companies. At present, only investments in nine Ankita Arora remaining part of the year will largely depend on specified sectors are eligible for tax exemptions. and Sowmya the aforementioned regulatory implications. The removal of the sector restrictions will foster Ravikumar of the the creation of a more robust domestic venture Grant Thornton PE capital and private equity industry as most funds India Dealtracker Private Equity has continued to witness sustained that invest in India operate as foreign investors team. momentum with US$2 billion worth of deals in from tax-friendly, offshore locations such as Q1 2012 led by Healthcare, IT ITES, Banking Mauritius or the Cayman Islands. and Real Estate sectors. The quarter saw Morgan The quarter witnessed negligible activity on Stanley Real Estate Investment (MSREI), the IPO and QIP front, a continuation of the investing US$90 million in a realty project after trend seen in 2011. It remains to be seen how deal more than four years out of the Indian market. activity in the rest of the year will trend, given continued uncertainty in the European economy, PE Exits impact of tax regulations introduced in the Budget We can expect a surge of exits likely in the coming and lack of clarity on the FDI and regulatory years as funds raised post 2005 reach the end of front. Nevertheless, we believe increased domestic their investment cycles, thus creating enormous activity and sustained PE momentum augurs well pressure for exits for this invested capital, for overall deal activity for the rest of the year. if investors are to maintain or increase their allocations to India. Considering the fact that the volatile stock markets are not expected to aid exits through IPOs, secondary PE deals could become one of the favoured transaction routes. The quarter saw PE major Warburg Pincus exiting from Kotak Mahindra Bank Ltd, garnering over US$0.6 billion marking the largest exit by Warburg Pincus after they exited Bharti Airtel, by encashing US$1.8 billion on their original US$290 million investment in 1999. Karthik Balisagar In what we consider a major boost for the Valuations Manager and Assistant India PE/VC space, the Union Budget 2012-13 Head of Valuations South Asia Group Grant Thornton UK LLP has proposed positive initiatives such as 100 per T +44 (0)20 7865 2475 cent tax exemption on income from exits in the E karthik.balisagar@uk.gt.com 6
  • 7. India Watch - Issue 16 April 2012 Indian economy – Prospects for slower growth Headlines in both the UK and India have been dominated by their respective budgets in the last few weeks and, while much has been written in the UK about George’s Osborne’s address to parliament and the subsequent meetings with the Treasury Committee, we should take this opportunity to look at how Asia’s third largest economy has fared and reacted to its own budget. On 16 March, India’s finance minister, Pranab Mukherjee, announced India’s latest budget and has faced increasing criticism for delivering what had been widely considered a weak and, in some cases, a failed budget. In many economists’ views, Mr Mukherjee failed to address the level of India’s public spending as well as failed to implement suitable measures to encourage foreign investment and sustainable economic growth. Mr Mukherjee forecast a fiscal deficit of 5.9 per cent of GDP in the financial year to the end As an example of this, and while appreciating of March against a previous target of 4.6 per cent. that it is rather biased to pick on a single policy He also predicted that the deficit would fall to 5.1 in particular, it is difficult to see any real benefit per cent of GDP for the year ending March 2013. in respect to the introduction of a retrospective While the budget didn’t contain any major tax on offshore transactions involving India assets surprises or grand reforms, it also didn’t shut – a move clearly made with Vodafone in mind. down the increasing number of doubters in The policy is surely only going to deter external respect to India’s economic growth outlook by investment into India further. It is policies putting forward a brave plan to revitalise growth like these, however, which are symptomatic in the country and encourage much needed of the current government and their priorities foreign investment. concerning economic reform. 7
  • 8. India Watch Issue India Watch - Issue 16 dia di Watc tch Issusue April 2012 April 2012 p 012 As noted in the Financial Times, the weak go into the details in this economic update, there economic data received from the manufacturing were comments from the political opposition and mining sectors (two of India’s largest sectors) party which said that the irregularities could over the last few months has accelerated the shift eclipse the 2G telecom licence scandal which has of India’s economy to lower growth. India now been at the forefront of political and economic faces the possibility of a worse performance in debate in India for over a year and a half. this current fiscal year in terms of growth than it It is, therefore, clear to see that there continues did in the fiscal year of the global financial crisis. to be substantial and persistent governance issues To further highlight India’s economic within Indian politics. The number and scale of mismanagement, the country’s economic growth the political scandals which have come out of rate dropped to 6.1 per cent in the quarter ended India in a relatively short space of time is totally 31 December 2011. Whilst it should be noted that, unacceptable for an economy which is now very a growth rate of 6.1 per cent is still significantly much in need of external finance and investment. more impressive than some of the more developed What’s more, whilst there will always be a long economies in the West, it is India’s slowest rate in list of countries, companies and individuals three years. Unfortunately, the recent economic looking to increase their exposure to the Indian and political reforms have just not been able to economy, the risk level might just have increased support and develop the economic potential of a little too far for some. the country. The recent state elections have now further dented the Government’s ability to push through the economic reforms required. Out Anuj Chande of the five state polls in early March, Congress Partner, Corporate Finance secured a victory in the politically insignificant and Head of South Asia Group state of Manipur only, while in India’s most Grant Thornton UK LLP populous state, Uttar Pradesh (c. 200m), the T +44 (0)20 7728 2133 E anuj.j.chande@uk.gt.com party floundered in fourth place. With more state elections to come and a general election in 2014, things are not looking particularly good for the current Government. Furthermore, and to make matters worse, the Indian government’s troubles over recent months have not just revolved around the economy or the run up to state elections. There were fresh attacks following a leaked draft report by the state auditor which warned of US$20 billion of state losses on the sale of Indian coal assets. According to the Times of India, the 110 page report said that the losses were incurred by allocating coal blocks between 2004 and 2009 outside of an auction process. While we won’t 8
  • 9. India Watch - Issue 16 April 2012 An investor relations program: realising your full valuation potential Despite the strong recent flows of Foreign At Churchgate Partners we believe there are 4 Institutional Investors (FII) capital into the building blocks for a successful IR program: Indian equity markets, Indian corporates more than ever need to proactively attract and maintain 1 Communication materials: Deliver best in the attention of increasingly selective global class communication materials that truly reflect fund managers. This applies equally to Indian the investment case and equity story of the companies listed in London. Leaving investors company. to identify the future outperformers in each A quarterly earnings release needs to be industry sector, without management having geared towards the financial markets and the opportunity to best present their specific not the press (which is a separate release). investment case, has direct value implications. Explaining the ‘story’ for the quarter is These potentially include having to issue equity critical: what mix of pricing and volumes have at relatively unattractive valuations for ongoing driven revenues, why operating margins may deleveraging, financing future growth plans have changed, updates on expansion plans, and meeting upcoming minimum free float commentary on the economic environment requirements. Ultimately a successful investor and a soft view on the performance outlook to relations (IR) programme should achieve guide the research analysts’ thought process an appropriate trading valuation based on a (without financial guidance). This quarterly continuous and open communication with the earnings release then weaves into the earnings financial markets. Shareholders recognise the presentations, introduction scripts for investor appointment of an international IR adviser as part conference calls, corporate presentations and of management’s ongoing commitment to bridge eventually shapes the management discussion any market valuation discount. and analysis (MD&A) and Directors For a CEO to internally prioritise an IR value Report for the annual report. Detail, focus maximisation program, dedicated corporate and consistency across all communication resources are a pre-requisite. As CFO’s have platforms (and captured on the IR website tab) limited time that can be allocated to this role, an are essential. Although the application of social external IR adviser provides a head of IR not only media for IR programs and online reputation with operating leverage but ‘fresh’ perspectives management is evolving, it needs to be an based on international best practices. A quarterly integrated part of the plan. results press release and attending non deal investor conferences regularly, whilst helpful, are 2 Research analyst engagement: Drive far from a differentiated strategy. Furthermore, dialogue with a select group of research public relations should not be confused with analysts who have recognised industry investor relations. expertise and are backed by a strong equity sales force. Meeting with research analysts on a regular basis, and ideally in a one on one setting, to update them on business developments 9
  • 10. India Watch - Issue 16 April 2012 is key to building sell side support. It also engagements in say Singapore, Hong Kong, helps research analysts in cases where they London, Frankfurt or New York. are either too bullish or too bearish in their forecasts. This is particularly important during 4. Market perception study: Proactively difficult and volatile times, where visibility collecting feedback through a structured on management’s strategy and operational process on a regular basis provides context focus is essential for their ongoing dialogue from which to refine and enhance an IR with their institutional investor clients. Any program. sense of lack of management commitment to Analysing how the market (buy and a regular relationship is likely to be hindrance sell side) perceives the company, allows to the publication of any initiation research management to more actively manage note or may result in an unnecessary rating research analyst and investor relationships. downgrade. Limited research coverage is often Benchmarking communication materials and viewed as a ‘red flag’ by investors. Although key financial/operating metrics with global a comprehensive research report is the ideal peers identifies areas where financial disclosure outcome from such a relationship, this can and transparency may be improved. A well- often take longer than expected due to the constructed market perception study allows current resource pressures at brokerage firms. management and IR teams to better understand A management meeting note or a sales force market views and be more effective in their briefing may also be effective alternatives to time allocation to IR. An experienced IR explore in addition to a full research report. adviser should be able to provide insights on the market’s perception of areas including: 3. Global investor access: Access to and strategy, operational strengths and weaknesses, feedback from leading global EM and sector- financial performance, management and focused investors, India dedicated funds and IR effectiveness. Soliciting this feedback is portfolio managers to HNI’s. viewed extremely positively by the financial Market capitalisation and average daily community. trading volumes are key criteria which often limit what type of investor a company can Overall, IR success is measured by a number attract. It is not uncommon for the largest of different metrics. In addition to how the global funds to be restricted from investing company trades on a valuation multiple basis, in companies with trading volumes less than the development of a diverse long-term investor $5 million per day. As a result of the dramatic base, an appropriate mix of FII and domestic growth in investor appetite for the emerging investors, the number of analysts actively markets in recent years, there is a wide and covering the stock, a base of shareholders who growing selection of funds which are able to are supportive of management’s strategy and invest in mid/small cap Indian stocks with reduced share price volatility are all indicators attractive rerating potential. Actively soliciting of positive results. To successfully attract public and tracking feedback from previous investor capital and achieve some of these goals requires a meetings and conference calls attendees enables combination of management commitment and the a company to widen and strengthen its investor implementation of a specifically designed relationships. Whilst preparing for investor IR program. conferences, corporates should work more closely with their IR adviser in selecting those Saket Somani investors they would like the host brokerage Partner firm to specifically target. Churchgate Partners Working with an international adviser saket@churchgatepartnersindia.com also enables the promoter, CEO or CFO to Sumir Bhardwaj meet with global investors at short notice Partner should they have time in between businesses Churchgate Partners sumir@churchgatepartners.com 10
  • 11. Indi India Watch Issue India Watch - Issue 16 dia at Issu sue April 2012 April 2012 pril 012 India Budget 2012: Round-up The ruling Indian government presented the budget proposals for the financial year (FY) 2012-2013 before the lower house of the Indian Parliament on March 16th. The Direct Tax Code (DTC) was planned to substitute the existing Indian Income Tax Act, however, this has been deferred, with the Finance Minister re-affirming enactment of DTC at the earliest opportunity. The government announced certain significant of a sort of ‘look through’ provision would be direct tax proposals which were part of DTC in accelerated, given that the Indian tax department the 2012 Budget. These proposals lay emphasis lost one of the biggest tax litigation cases witnessed on anti-avoidance measures, addressing money anywhere in the world, however, what was not laundering issues and tracing the source of expected, was the retrospective operation of this funds in circulation. The budget proposals will provision. The retrospective amendment has, once transcend into statute sometime in May 2012 again stirred up the debate on consistency in tax after Parliamentary discussion and the Indian policy amongst industry, tax professionals and President’s assent. even political circles. Below, we summarise the headline tax proposals along with the possible impact on offshore merger Codification of General Anti-Avoidance and acquisition transactions, foreign trade and Rules (GAAR) foreign investments into India. GAAR has been legislated as a doctrine of ‘substance over form’ to check aggressive tax Taxation of cross-border deals with planning through use of sophisticated structures. Indian assets GAAR, as the language suggests, is proposed The DTC contains a provision for the taxation of to ring-fence round trip financing, transactions indirect share transfers outside India where at least lacking commercial substance or having malafide 50% of the value of underlying assets located in intention. These rules would apply regardless of India are owned by the transferor of the shares. treaty provisions. GAAR will be invoked after The budget proposals have incorporated a examination at two levels – Commissioner level similar provision albeit in a more sweeping way. and Approving Panel’s level. The proposal seeks to tax transactions involving The Finance Minister has assured that GAAR the transfer of offshore companies’ shares between will only be triggered where legal structures have one non-resident of India and another where the been superimposed to camouflage improper companies’ shares derived their value substantially motive and genuine overseas investors should not from assets located in India. These proposals lead worry. Yet, stringency in GAAR could impact to taxation in the country of operation (i.e. India) bone-fide business structures and lead to arbitrary treating it as a country of source. application since the onus to prove genuineness is It was widely anticipated that the introduction on the taxpayer. 11
  • 12. Introduction of Advance Pricing up to 5 per cent of the transaction price available Agreements (APA) to the taxpayer. The 2012 Budget has proposed to Policymakers introduced APA in the 2012 Budget restrict this tolerance limit to a maximum of to deal with the increasing litigation relating to 3 per cent of the transaction price from transfer pricing (TP) adjustments and to provide FY 2012-13. We may witness a notification with certainty to multinationals involved in transactions industry specific tolerance limits not exceeding with their related parties. 3 per cent of the transaction price. This proposal APA is an agreement between a taxpayer indicates the intention of tightening the available and a tax administrator on an appropriate TP benefit to the taxpayer and moving towards a more methodology for a set of transactions. stringent TP regime. Although the detailed rules and guidelines The business community needs to watch for application will follow in due course, the the developments closely once these proposals introduction of APA, meets the long-standing translate into a law. It should actively engage demand of multinational enterprises with in a dialogue with the government to present footprints in India. APAs are expected to alleviate businesses’ point of view so that there is an disputes between taxpayers and the Indian tax effective and efficient implementation of the department in respect of foreign transactions new tax laws. attracting TP regulations. Calculation of arm’s length price (ALP): Revision of tolerance limit Indian TP regulations follow an arithmetic mean as Nidhi Gupta opposed to an interquartile range used by various Manager, Tax & Regulatory services jurisdictions worldwide to calculate ALP, where Walker, Chandiok & Co there is more than one ALP. There is, however, a T +01 11 42787050 safe harbour in the form of permissible variance E Nidhi.Gupta@in.gt.com About us Grant Thornton UK LLP established a dedicated South Asia Group in 1991 to serve Asian owned businesses in the UK as well as those investing into and from the Indian subcontinent. We are proud to be one of the first UK accountancy firms to focus on this region. We are widely recognised as one of the leading international firms advising on India-related matters and have been in involved in every IPO involving an Indian company on AIM, with the exception of the real estate sector. For those clients requiring advice in both the UK and India we offer a seamless service building on the already strong and close relationship © 2012 Grant Thornton UK LLP. All rights reserved. between Grant Thornton UK LLP and Grant Thornton India. ‘Grant Thornton’ means Grant Thornton UK LLP, a limited liability partnership. International and emerging markets blog Grant Thornton is a member firm of Grant Thornton International Ltd As part of our commitment to remaining at the forefront of changes (Grant Thornton International). References to ‘Grant Thornton’ are to the and developments in regards to UK-India relationship we will be using brand under which the Grant Thornton member firms operate and refer this space to post original thought leadership and research relevant to to one or more member firms, as the context requires. Grant Thornton the industry. The idea is to encourage discussion around these issues International and the member firms are not a worldwide partnership. Services are delivered independently by member firms, which are not and to open up new areas and debate. responsible for the services or activities of one another. Grant Thornton International does not provide services to clients. To participate: www.grant-thornton.co.uk/thinking/emergingmarkets This publication has been prepared only as a guide. No responsibility can be accepted by us for loss occasioned to any person acting or refraining from acting as a result of More information about our South Asia Group can be found at: any material in this publication. www.grant-thornton.co.uk/sectors/emerging_markets/south_asia grant-thornton.co.uk V21533