Sei sulla pagina 1di 49

A Project Report on

Impact of M&A on EVATM


(TCS TIL case study)
A DISSERTATION
Submitted for the partial fulfilment of the requirements for the degree of

MASTERS IN MANAGEMENT STUDIES


In FINANCE

Submitted by

Vaibhav Chhawchharia

Guide
Prof. Anil Gor

N. L. DALMIA INSTITUTE OF MANAGEMENT STUDIES & RESEARCH


Mira Road, Mumbai - 401 104

Impact of M&A on EVATM (TCS TIL case study)

Acknowledgement

I am grateful to Prof. P. L. Arya, Director, N L Dalmia Institute of Management Studies and Research
for giving me the opportunity to do summer project.

I acknowledge with special thanks to the help of my project guide Prof. Anil Gor for his valuable guidance
and assisting me in completion of the project. I also thank him for sharing lots of his knowledge and ideas,
which were useful for my project.

I would also like to thank Mr Manan Shah, Ms Priyanka Shah for all their valuable assistance in the
project work.

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Impact of M&A on EVATM (TCS TIL case study)

Contents
TATA CONSULTANCY SERVICES ANALYSIS ..................................................................................................................... 4
History of Company ................................................................................................................................................... 4
Growth of the company .......................................................................................................................................... 11
KEY RATIOS .............................................................................................................................................................. 14
Capital Structure ...................................................................................................................................................... 15
TATA INFOTECH LIMITED ANALYSIS ............................................................................................................................ 16
History of Company ................................................................................................................................................. 16
Growth of the company .......................................................................................................................................... 22
KEY RATIOS .............................................................................................................................................................. 23
Capital Structure ...................................................................................................................................................... 24
SUMMARY OF THE TWO COMPANIES ......................................................................................................................... 25
REASONS FOR MERGER ............................................................................................................................................... 26
AMALGAMATION SCHEME .......................................................................................................................................... 28
POST MERGER BENEFITS ............................................................................................................................................. 31
VALUATION SYNOPSIS ................................................................................................................................................. 40
TATA CONSULTANCY SERVICES LTD. ....................................................................................................................... 40
EVA CALCULATION............................................................................................................................................... 42
TATA INFOTECH LTD. ............................................................................................................................................... 44
EVA CALCULATION:.............................................................................................................................................. 45
CONCLUSION ............................................................................................................................................................... 49
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Impact of M&A on EVATM (TCS TIL case study)

TATA CONSULTANCY SERVICES ANALYSIS


History of Company
YEAR EVENTS 2000 - The Company has launched its most integrated business accounting software `Personal
Accountant' in Guwahati. - The Company has been awarded a multi-million-dollar contract to develop a software
system, which will make insurance information from the General Organisation of Social Insurance, Saudi Arabia
available on the Internet.
- The Company has signed a global alliance with Choridiant Software, Inc a leading provider of e-business
infrastructure software for customer interaction.
- The Company and Housing Development Finance Corporation have set up Rs 40-crore company with 50:50
partnership to provide IT-enabled services to overseas companies.
- Tata Consultancy Services has entered into a tie-up with PrimeResponse to architect, implement, support and
consult its e-marketing solution -- Prime@Vantage.com.
- The Company has entered into an alliance with Broadvision, a California-based personalised e-business
applications provider, to offer the latter's business solutions in India.
- Mr. S. Ramadorai, Chief Executive Officer, Tata Consultancy Services has been appointed as Director on the
board of Tata Industries Ltd.
- The Company has emerged as Asia's largest software and services company launched its computer security
consultancy practice.
- Software major Tata Consultancy Services proposes to set up three additional development centres in the country
including one at Coimbatore within the next couple of year.
- TCS has made significant investments in newer technologies and Wireless Application Protocol (WAP) as a
strategic area of focus. Towards this the company has signed a memorandum of understanding with Jataayu
Software (P) Ltd. for WAP technology. - The Tata Consultancy Services has opened four new offices in the US,
which would focus on high quality technology services and innovative research and development.
- Visual Soft Technologies Ltd. and Tata Consultancy Services have each bagged two awards from the Hyderabad
Software Exporters Association for the year 2000.

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Impact of M&A on EVATM (TCS TIL case study)

- Tata Consultancy Services has received the Global Partnership Award 2000 from AIESEC International, the
Rotterdam-based NGO. - The World's leading automotive systems major, Delphi Automotive Systems has entered
into a tie-up with infotech leaders Infosys, TCS and CG Smith for embedded software development for its worldwide
operations.
- The Company has entered into a strategic partnership with the universal description, discovery and integration
project.
2001 - The Company has signed an MoU with the Indian Institute of Technology, Madras to set up a Centre of
Excellence on computational engineering.
- Tata Consultancy Services and hte Institute for Development and Research in Banking Technology have entered
into an agreement ofr deploying a messaging solution for the Indian banking and financial sector.
- Tata Consultancy Services has earmarked a Rs 200-crore corpus for funding research and development
initiatives. This year, the company's focus areas for R&D will be bio-informatics and Net security.
- Software and services major, Tata Consultancy Services it has entered into a partnership with Swedish Bank
Sakndinaviska Enskilda Banken, US-based Ankar Capital and Compas Venture ot develop wealth management
products and services for leading Asian banks.
- The Information technology company of Tata Sons, Tata Infotech may be merged with Tata Consultancy Services,
the software services division of Tata Sons.
- Tata Consultancy Services and Infosys have emerged as the leading Indian software exporters during 2000-01,
clocking exports worth Rs 2,870.26 crore and Rs 1,852.94 crore, respectively.
- Tata Consultancy Services, a global software solutions and consulting services enterprises, has signed up with
Ericsson worldwide to provide cost-effective solutions in telecom through its Global Development Centre in
Hyderabad
- Tata Consultancy Services, the software solutions and consulting services enterprise, has signed an agreement to
provide software solutions to Ericsson World-wide..
- TCS has spread its operations into the Asia-Pacific by setting up a regional headquarters in Singapore to focus
primarily on the emerging infocomm industry in the region.
- TATA Consultancy Services (TCS), the global software solutions and consulting services major, has entered into a
multi-year collaborative agreement with the Hyderabad-based Centre for DNA Fingerprinting and Diagnostics
(CDFD), a leading R&D laboratory under the Department of Biotechnology.

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Impact of M&A on EVATM (TCS TIL case study)

- Tata Consultancy Services (TCS), a division of Tata Sons, appears to have initiated the spadework for its
proposed initial public offering (IPO).
- Oracle Software India on September 25 announced Tata Consultancy Services as a member of its mobile partner
initiative programme to offer solutions and services based on Oracle mobile application suites.
- Tata Consultancy Services has announced the opening of a new office in Portland, Oregon. The office has been
opened as part of the company's North American strategy. The $700-million company, with 18,000 employees, has
40 offices in the US alone, and over a hundred worldwide.
2002_ TCS bags order of Rs 500 crore from SBI.
-Mr P K Chakravarty, Company Secretary & Compliance Officer of Tata Construction & Projects Ltd has resigned
from the services of the company wef from the close of office hours on July 31, 2002.
2003 -TCS sets up dedicated department to train its employees to speak at least 1 foreign language
-TCS makes turnkey project for Chennai Telephone call centre
-Tata Consultancy new BPO partner of Aviva
-TCS issues digital certificates to 12 delegates
2004
-Ties up with Bharat Petroleum Corporation Ltd to provide medical advisory and counselling services at Ghar, the
highway retailing initiative of BPCL
- Acquires Singapore Airlines' (SIA) 51 per cent stake in their joint venture, Aviation Software Development
Consultancy India, for Rs 14.03 crore
--Tata Consultancy Services (TCS) and Bharat Heavy Electricals Ltd (BHEL) on April 2 announced the release of
PowerPac-G, a software product that addresses decision support and integrated asset management needs of
power generation plants. TCS and BHEL will jointly market the product in the Indian and global markets, and initial
orders have been firmed up.
-Tata Sons has transferred its entire 51.12 per cent equity stake in CMC to group company Tata Consultancy
services (TCS) for Rs 380 crore at Rs 490.5 a share.

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Impact of M&A on EVATM (TCS TIL case study)

-Tata Consultancy Services (TCS) has announced the opening of its 'automotive centre of excellence' in Detroit,
US,
- The company has appointed US-headquartered public relations (PR) agency Fleishman Hillard to handle its
international public relations operations.
-Tata Consultancy Services (TCS) has acquired Phoenix Global Solutions (PGS) from the Phoenix Companies Inc
-TCS enters strategic global OEM partnership with i2
- PNB mandates TCS to deploy HR Solutions
-Tata Consultancy Services (TCS) has joined hands with PeopleSoft to handle a Rs 5-10 crore worth project
mandated by Punjab National Bank (PNB) to implement human capital management and payroll solution.
-Tata Consultancy Services Ltd, the jewel in the Tata group's crown, has a new board of directors. Ratan N Tata,
non-executive chairman of Tata Sons, along with S Ramadorai and Aman Mehta, have joined the board
-Bahrain National Holding (BNH) Company has signed a long-term contract with Tata Consultancy Services (TCS),
to consolidate its position as a preferred insurance service provider.
-eSeva APOnline, a joint venture between the government of Andhra Pradesh and Tata Consultancy Services
(TCS) for government to citizen (G2C) services, has launched a new initiative Home Seva on July 16
-TCS has set up its ninth development centre near Chennai on the Old Mahabalipuram Road, the city's information
technology corridor
- Tata Consultancy Services made its debut on the two premier stock exchanges on August 25, closing around 16
per cent higher than the issue price of Rs 850 per share discovered through book building on a price range of Rs
775 to Rs 900 per share
-Chhattisgarh Infotech and Biotech Promotion Society (CHiPS), joins with TCS to become a digital certificate
issuing authority
-TCS MD gets inaugural award for Indo-US Business Excellence
-TCS sets up office in Brussels
-TCS join hands with US firm to develop a wireless payment platform
-Andhra Pradesh Technology Services (APTS) join hands with TCS to issue digital certificates.

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Impact of M&A on EVATM (TCS TIL case study)

-TCS forges alliance with Israeli biotech firm


-TCS forges alliance with TAFE Global
-Leading software company Tata Consultancy Services (TCS) has announced an alliance with the MIT Sloan
Center for Information Systems Research (CISR), strengthening ties with the world's leading academic institutions
-Tata Consultancy Services Ltd ties up with Formula One racing car champion Ferrari to provide information
technology and engineering services for the development of the team's racing car for the 2005 season.
2005
-TCS forges alliance with Hyperion
- Computer Associates International Inc (CA) enters into a strategic partnership with Tata Consultancy Services Ltd
(TCS) to secure the latter's operations covering 55 centres globally by deploying CA's eTrust end-to-end security
solutions.
-TCS, NAL enters into MoU for aerospace solutions
-TCS sets up new development centre in Kochi
-Tata Consultancy Services has two new offerings in store for the pharma and clinical trials market
- Tata Consultancy Services (TCS) becomes country's first IT company to cross the $2 billion mark as it closed
fiscal 2005 with Rs 9,748.47 crore in revenues. At Rs 1,976.90 crore in net profit, it is also the first software giant to
cross $500 million in net profit.
-SICO selects TCS & Microsoft as Strategic Partners
-TCS forges alliance with US-based QAD Inc
-TCS inks pact with Italian company
-BindView in alliance with TCS
-TCS gets UK Trade and Investment Special Recognition Award
-TCS enters into global partnership with SAP AG to deliver Adaptive Manufacturing Solutions using SAP
Manufacturing Integration and Intelligence and a set of TCS industry-specific composite applications.

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Impact of M&A on EVATM (TCS TIL case study)

2006
-Tata Consultancy Services (TCS) got an interior design deal from US airframe manufacturer Boeing Company and
will work closely with its customer to design the interiors of new aircraft.
- Tata Consultancy Services Ltd (TCS) has informed that the Board of Directors of the Company at its meeting held
on November 02, 2006 has appointed Mrs Laura M Cha on the Board of the Company as an Independent Director.
-Tata Consultancy Services Ltd (TCS) has announced that the Company has signed a seven year agreement to
provide a full range of managed IT services to Somerfield, a leading UK-based small-format food retailer, building
on an existing eight-year relationship between the Company and Somerfield.
-TCS signs services contact with United Biscuits.
2007
- Tata Consultancy Services Limited has informed vide its letter dated September 06, 2007 that: the following senior
executives of the Company have today been elevated to the Board of Directors of the Company as Executive
Directors:
(i) Mr. N. Chandrasekaran (ii) Mr. S. Mahalingam (iii) Mr. S. Padmanabhan (iv) Mr. P. A. Vandrevala. Mr. N.
Chandrasekaran will be the Chief Operating Officer of the Company and Mr. S. Mahalingam will continue to be the
Chief Financial Officer.
- Tata Consultancy Services (TCS) has bagged $1.2 billion outsourcing contract from Nielsen partners, the largest
ever-outsourcing deal for any Indian IT player.
-Tata Consultancy Services Ltd has announced that Standard & Poor's Ratings Services has assigned the
Company a corporate credit rating of 'BBB' with a positive outlook.
- Tata Consultancy Services has rolled out a new set of solutions for airlines.
2008
-Tata Consultancy Services Ltd (TCS) on April 05, 2008 has announced that it has signed a new multi-year contract
with Chrysler LLC to provide a comprehensive portfolio of IT services. The scope of this contract integrates the
contract TCS announced in February with Chrysler.
- Tata Consultancy Services (TCS) has signed a five-year global contract with telecom giant Ericsson. TCS will
deliver application maintenance and development services for Ericsson's internal IT operations. TCS will be one of
the two strategic partners responsible for delivering application maintenance services to Ericsson. It will also be a
preferred supplier for application development services.

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Impact of M&A on EVATM (TCS TIL case study)

2009
- Tata Consultancy Services (TCS) has bagged a multi-year IT solutions contract from Infineon Technologies AG
(IFX), a semiconductor manufacturer. Under the agreement, TCS will operate and maintain solutions for the
Infineon's Supply Chain Management (SCM) landscape. The Infineon SCM Planning operations will be operated out
of Munich, Germany and Bangalore, India.
- TCS has won an $80 million outsourcing contract from UK's Child Maintenance and Enforcement Commission
(CMEC). The order is first in a series of almost $2-3 billion worth of contracts to be awarded by UK's state-owned
departments.
- Tata Consultancy Services opened a new Global Delivery Center in Buenos Aires, Argentina - the first company to
officially inaugurate its facilities in the new Technology District of the City of Buenos Aires.
- Tata Consultancy Services (TCS) has opened a new global delivery centre in Buenos Aires, Argentina.

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Impact of M&A on EVATM (TCS TIL case study)

Growth of the company


How fast is the company growing?
Companies are judged by their sales and earnings growth rates than on the absolute value of their sales and
earnings.

SALES

200603 (12)

200703 (12)

200803 (12)

200903 (12)

13263.99

18685.21

22619.52

27812.88

41%

21%

23%

4255.4

5059.64

5311.12

42%

19%

5%

VARIANCE
PAT

2996.58

VARIANCE

How profitable is the company?


Investors prefer companies that increase profit margins -- the percentage of sales that they keep -- every year.
This is accomplished either by lowering expenses or raising prices.
YEAR

200603 (12)

200703 (12)

200803 (12)

200903 (12)

PAT

2996.58

4255.4

5059.64

5311.12

42%

19%

5%

28.7%

28.5%

24.2%

0.00356394

-0.009199

-0.148441

VARIANCE
OPM

28.6%

VARIANCE

How is the company's financial health?


The financial health of a company is dependent on a combination of profitability, short-term liquidity and long
term liquidity. Companies, which are profitable, but have poor short term or long term liquidity measures, do not
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Impact of M&A on EVATM (TCS TIL case study)

survive the troughs of the trade cycle. Also firms, which are not profitable but are cash rich, do not survive in the
long term either. Such companies are taken over for their cashflow or by others who believe that they can
improve the profitability of the business. Thus, those companies that do succeed and survive over the long term
have a well-rounded financial profile, and perform well in all aspects of financial analysis. Profitability ratios
reflects the business environment of the time.
The key profitability ratios are:
Return on Total Assets (ROTA)

32%

Return on capital employed (ROCE)

38.76%

Net profit margin

19.10%

Short-term liquidity is the ability of the company to meet its short-term financial commitments. Short-term
liquidity ratios measure the relationship between current liabilities and current assets. Current assets are stocks
and work-in-progress, debtors and cash that would normally be re-circulated to pay current liabilities. The ideal
ratio 1:1. But a very high ratio indicates that the company is unable to manage its cash properly.
The key short-term liquidity ratios are:
Current Ratio

2.26

Quick Ratio

2.26

Long term liquidity or gearing is concerned with the financial structure of the company. Long term liquidity ratios
measure the extent to which the capital employed in the business has been financed either by shareholders
through share capital and retained earnings, or through borrowing and long-term finance. Highly geared
companies
are
risky.
Look
for
a
balance.
The key long-term liquidity ratios are:
Interest Cover

215.59

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Impact of M&A on EVATM (TCS TIL case study)

Peer Comparison

How does the company stack up against it peers? AS OF 2008


Company

Sales (INR cr.)

PAT (INR cr.)

Market Cap (INR cr.)

Infosys Technologies Ltd.

20,264.00

5,819.00

126,717.71

Tata Consultancy Services Ltd.

22,401.92

4,696.21

112,158.55

Wipro Ltd.

21,507.30

2,973.80

82,824.33

HCL Technologies Ltd.

3,768.62

1,101.82

20,030.62

Oracle Financial Services Software Ltd.

2,212.62

695.71

16,460.24

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Impact of M&A on EVATM (TCS TIL case study)

KEY RATIOS
PROFITABILITY RATIOS

2006

2007

2008

2009

OPERATING PROFIT %

28.63%

28.73%

28.47%

24.24%

PBT%

26.43%

26.33%

25.84%

22.11%

PAT%

22.59%

22.77%

22.37%

19.10%

CASH PROFIT% (PAT + DEP)

24.72%

25.13%

24.86%

21.12%

ROCE%

53.21%

55.34%

45.26%

38.76%

RONW%

49.95%

48.08%

41.13%

33.83%

EPS

58.72

41.3

48.96

51.23

FA

4.86

4.69

4.67

3.73

INVETORY

164.48

449.16

533.10

759.91

DEBTORS

4.07

4.34

4.20

4.62

INTEREST COVERAGE

384.61

521.57

195.80

215.59

DEBT-EQUITY

0.02

0.06

0.04

0.04

CURRENT

2.25

2.24

2.24

2.26

0.00%

0.00%

0.00%

0.00%

TURNOVER RATIOS

EXPENSE RATIOS
Cost of Traded Software Packages

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Impact of M&A on EVATM (TCS TIL case study)

Operating Expenses

26.19%

12.81%

12.68%

10.85%

Employee Cost

35.58%

48.17%

50.45%

52.04%

Power/Electricity Charges

0.57%

0.62%

0.70%

0.71%

Selling and Administration Exp.

6.97%

8.18%

8.33%

8.03%

Miscellaneous Expenses

2.91%

2.71%

2.61%

5.40%

Capital Structure
From Year

To Year

Class Of Share

Authorised Issued
Capital
Capital
(Cr.)
(Cr.)

PaidUp Shares

PaidUp
Face
Capital
Value
(Cr.)

2008

2009

Equity Share

120.00

97.86

978610498

97.86

2007

2008

Equity Share

120.00

97.86

978610498

97.86

2006

2007

Equity Share

120.00

97.86

978610498

97.86

2005

2006

Equity Share

60.00

48.93

489305249

48.93

2004

2005

Equity Share

60.00

48.01

480114809

48.01

2003

2004

Equity Share

40.00

36.44

36440002

10

36.44

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Impact of M&A on EVATM (TCS TIL case study)

TATA INFOTECH LIMITED ANALYSIS


History of Company
1977
- The Company was incorporated on 8th December, and the Certificate of Commencement of Business was
obtained on 26th May, 1978. It was jointly established by Tata Sons, Ltd. and Burroughs Corporation, U.S.A.
(Burroughs), to implement a 100% export oriented project for the manufacture of computer peripherals at
Santacruz Electronics Export Processing Zone (SEEPZ).
- The Company manufacture, marketing and export of computer systems & peripherals; marketing, installation,
maintenance and support of the equipment of UNISYS Corporation, U.S.A. in India and rendering of computer
consultancy and development services for the Indian & overseas market.
1980
- The entire capital was equally divided between Tata Sons Ltd., and Burroughs Europe-Africa Inc. U.S.A. 1985
- The Company issued, linked to the equity issue, 250, 400-12% non-convertible debentures of Rs 100 each for Rs
250.40 lakhs. The debentures were reserved for preferential allotment: 5,008 debentures to friends and business
associates of the Company; 40,000 debentures on an equitable basis to employees including directors and 17,592
debentures to employees participation trust. The balance 1,87,800 debentures, along with the unsubscribed
portion of the preferential quota, were offered for public subscription during August-September 1985.
- During August, 6,26,000 Equity shares issued at a premium of Rs 15 per share of which the following shares
were reserved for preferential allotment: 12,520 shares to friends and business associates of the Company;
1,00,000 shares on equitable basis to employees (including Indian directors) and 43,980 shares to employees
participation trust. The balance 4,69,500 shares along with the unsubscribed portion of the preferential quota, if
any, were offered for public subscription during August-September 1985.
1987
- Upon the Burroughs/Speery merger resulting in the formation of Unisys, the name of the Company was changed
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Impact of M&A on EVATM (TCS TIL case study)

from Tata Burroughs, Ltd. to Tata Unisys, Ltd. in May.


- 12,50,400 bonus shares issued in the ratio 2:5.
1988
- The Company undertook to install 2200/400 and 6000/50 Computer Systems at Noida Export processing zone,
near New Delhi. The Computer Consultancy Division executed several turnkey projects at SEEPZ and abroad. A
major innovation was the setting up of centres in India dedicated to development of software for customers
abroad.
1990
- The Company was apppointed by Autodesk Inc. as the distributor in India for its products. The Company
established a UNIX software forms centre at Bangalore.
- The Company diversified into airline software. The range of U6000 range systems was expanded by introducing
the U6000/51 and U6000/55 systems.
1991
- The Company was appointed as a distributor in India for uniplex products.
1992
- 17,50,560 bonus shares issued in prop. 2:5.
1997
- The Company added new infrastructure and facilities by setting up an additional facility at its Noida centre, a
new building at its SEEPZ centre and a new software development centre in Pune.
- Galaxy Information Systems & Technology, is a subsidiary of the Company.
- 61,26,960 bonus shares issued in proportion 1:1.
- Tata Unisys has been renamed Tata Infotech Ltd. following the approval of both its shareholders and the Central
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Impact of M&A on EVATM (TCS TIL case study)

Government.
- Tata Infotech has tied up with Compaq Computers to provide enterprise class solutions to corporate and
government clients.
- Tata Consultancy Services (TCS), India's leading software house, has taken on board Tata Infotech, SRA Systems
Ltd, Focus and Maxworth Information Technology Ltd (MITL), as the first four business associates to work with it
on the Year 2000 (Y2K) projects.
- United States-based CVD International Inc., is entering into a joint venture with Tata Infotech to manufacture
digital video disc (DVD) players in the latter's Goa-based 100 per cent export-oriented unit (EOU).
- Tata Infotech, the system integration company and the U.S.-based Business Objects, world's premier provider of
integrated enterprise decision support tools, have joined hands to provide the Indian market with top-grade
business intelligent decision support systems (DSS) solutions.
1998
- Tata Infotech has signed a agreement with the Pittsburgh-based SEED Inc to market it `Year 2000 Enterprise'
service in India.
- Tata Infotech Ltd (TIL) has signed an agreement with the UK based Edexcel International to offer Edexcel's
portfolio of qualifications to its students.
- The public sector enterprise Kerala State Electronics Development Corporation Ltd., (Keltron) has entered into a
business tie-up with Tata Infotech for state-of-the-art technology in the field of imaging solutions, geographical
information system, video conferencing, decision support systems and IT consultancy.
- Tata Infotech Ltd's Tulec has entered into a marketing and technical alliance with the University of
Hertfordshire, UK, for providing B.Tech (Hons) degree in information technology in India.
- Tata Infotech Limited has signed an agreement with US-based CBT Systems to introduce the concept of
interactive computer education in the country.
1999
- Nisso Iwai and Tata Infotech (TIL) have signed in agreement for providing software services in Japan. The
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Impact of M&A on EVATM (TCS TIL case study)

venture has received orders from several software companies in Japan.


- Tata Infotech's core business is software development, training and selling of software products. It also
distributes software for SCO Unix.
- TATA Infotech Ltd, Mumbai-based software major, will launch FoneMAIL, an innovative software product that
enables an e-mail account holder to "listen" to his mailbox using a telephone.
- Tata Infotech Limited has launched the first computer education centres that will conduct training through
interactive software courses. These centres have been launched in association with the US-based CBT Systems
and will provide computer-based training using technology, software and methodology developed by the US
company.
- HCL Perot and Electronic Data Systems, USA, have joined leading computer major IBM and Tata Infotech to bid
for the Tata Iron & Steel Company's (Tisco) infotech division and its 300 software personnel.
- Tata Infotech has launched some software products like SignBank, a signature verification system, Easideal, a
forex dealing system, FingerScan, Zenview, etc.
2000
- The Company has entered into an agreement with Kale Consultants to offer integrated decsion support systems.
- Tata Infotech has built an international reputation for being a highly competent systems integrator and solutions
provider. Having executed more than 5,000 projects worldwide with a strong presence in the USA, UK,
Continental Europe, Japan, Australia and India the company is now gearing itself to meet the challenges of the
next century
- In the year 2000, the company finalised a strategic relationship with Wausau Financial Systems (WFS), US, and
the major part in this relationship is the manufacture of ATMs for WFS. WFS will distribute the ATMs in the
international market while Tata Infotech will market them under its brand name in India. The company intends to
launch these ATMs by Jan.-Feb. 2001. 2001
- Tata Infotech one of the IT arms of the Tata group, is planning to hive off its education business into a separate
subsidiary and rope in a strategic partner.
- Tata Infotech has signed an agreement with Consilience Technologies, a joint venture between Tata Africa
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Impact of M&A on EVATM (TCS TIL case study)

holdings and J&J group of South Africa, to provide services in the South African market.
- Haryana has tied up with Tata Infotech to introduce computer education in the schools, colleges, polytechnics
and industrial training institutes from the ensuing academic session.
- Tata Infotech Ltd. signed an agreement with the Indian Institute of Technology, Mumbai, renewing the joint
research and development activities for the next three years.
- In order to service better in the US, the company has set up a new intermediate development centre in Chicago
in addition to the existing 11 offices. In its efforts to increase its geographical coverage it signed a MoU with
Consilience Technologies (Pty), South Africa to market and support its products and services in the key sectors
and to facilitate the business of company's Education Service division. The company has set up a subsidiary in
Canada in May 2001 to increase its presence in the North American markets.
- In Oct. 2001, Tata Infotech has signed a Rs 9-crore agreement with Air India to provide comprehensive IT
systems maintenance and facility managementservices for Air India's mission-critical applications. Tata Infotech
Limited plans to set up 850 education centers both in Indiaand overseas by 2004.
2002
-Retrenches few of the employees due to global economic recession and to cut costs.
-Changes in the Directorship of the company: Mr S Gupta resigns from the Board, Mr N A Soonawala resigns from
the BOD, and appoints Mr D B Engineer as the Director.
-Signs a pact with Spectrum Software of Atlanta for marketing and providing product support and training for
Spectrum's products.
-Fortune Informatics Ltd ties up with the company towards former's range of products and solutions.
-Dr Nirmal Jain gives resignation as the Managing Director from the BOD of the company.
-Diebold Incorporation enters into a contract manufacturing agreement with the company, where the company
will manufacture Diebold Automated Teller Machine in India.
-Forges an alliance with University of Mumbai to offer various career oriented courses in the field of IT.

Page 20

Impact of M&A on EVATM (TCS TIL case study)

2003
-Inducts Charles Antony as Chief Operating Officer in place of Mr Nirmal Jain.
-Tata Teleservices and Tata Infotech inpact to set up wireless application laboratory at IIT-Mumbai.
-Ties up with SAS India Ltd to provide customer analytics and organizational intelligence solutions.
2004
-Tata Infotech Limited has informed that Mr. S Ramadorai has resigned as a Director from the Board of Directors
of Tata Infotech Ltd
-Former IDFC MD selected as additional director on Tata Infotech board
-Tata Infotech Ltd has informed that the BoD have appointed two senior executives of the company as Additional
Directors and Wholetime Directors wef July 1, 2004

Page 21

Impact of M&A on EVATM (TCS TIL case study)

Growth of the company


How fast is the company growing?

YEAR

200303 (12)

200403 (12)

200503 (12)

SALES

458.86

607.71

959.85

32%

58%

4255.4

5059.64

42%

19%

VARIANCE
PAT

2996.58

VARIANCE

How profitable is the company?

YEAR

200303 (12)

200403 (12)

200503 (12)

PAT

2996.58

4255.4

5059.64

42%

19%

12.65%

11.58%

0.596979257

-0.084160642

VARIANCE
OPM
VARIANCE

7.92%

Page 22

Impact of M&A on EVATM (TCS TIL case study)

KEY RATIOS
PROFITABILITY RATIOS

2003

2004

2005

OPERATING PROFIT %

7.92%

12.65%

11.58%

PBT%

4.64%

9.62%

9.88%

PAT%

6.52%

9.35%

8.31%

CASH PROFIT% (PAT + DEP)

9.60%

12.32%

9.83%

ROCE%

15.55%

37.76%

36.43%

RONW%

13.95%

22.73%

27.20%

EPS

15.31

29.22

41.34

FA

8.16

9.41

16.87

INVETORY

14.61

27.29

28.89

DEBTORS

3.60

4.71

4.74

INTEREST COVERAGE

23.64

150.85

55.19

DEBT-EQUITY

0.05

0.00

0.07

CURRENT

2.22

1.77

2.14

Cost of Traded Software Packages

24.5%

22.4%

39.3%

Operating Expenses

5.8%

7.2%

4.6%

TURNOVER RATIOS

EXPENSE RATIOS

Page 23

Impact of M&A on EVATM (TCS TIL case study)

Employee Cost

25.9%

22.3%

17.5%

Power/Electricity Charges

0.9%

0.7%

0.5%

Selling and Administration Exp.

31.5%

31.3%

24.3%

Miscellaneous Expenses

6.8%

4.5%

3.3%

Capital Structure
From Year

To Year

Class Of Share

Authorised Issued
Capital
Capital
(Cr.)
(Cr.)

PaidUp Shares

PaidUp
Face
Capital
Value
(Cr.)

2004

2005

Equity Share

19.00

18.38

18380880

10

18.38

2003

2004

Equity Share

19.00

18.38

18380880

10

18.38

2002

2003

Equity Share

19.00

18.38

18380880

10

18.38

2001

2002

Equity Share

19.00

18.38

18380880

10

18.38

2000

2001

Equity Share

19.00

18.38

18380880

10

18.38

1999

2000

Equity Share

19.00

18.38

18380880

10

18.38

1997

1999

Equity Share

12.50

12.25

12253920

10

12.25

1995

1997

Equity Share

7.00

6.13

6126960

10

6.13

1994

1995

Equity Share

7.00

6.13

6126960

10

6.13

1993

1994

Equity Share

7.00

6.13

6126960

10

6.13

1992

1993

Equity Share

7.00

6.13

6126960

10

6.13
Page 24

Impact of M&A on EVATM (TCS TIL case study)

1989

1992

Equity Share

5.00

4.38

4376400

10

4.38

1987

1989

Equity Share

5.00

4.38

4376400

10

4.38

1985

1987

Equity Share

5.00

3.13

3126000

10

3.13

SUMMARY OF THE TWO COMPANIES


1968

Tata Consultancy Services created out of Tata Computer Center

1977

Tata Burroughs formed after a collaboration venture is signed between the Tata
Group and Burroughs

1987

Tata Burroughs becomes Tata Unisys

1991

TCS becomes first Software Company to cross Rs 100 crore in turnover. An era in
Software begins

1996-99 Tata Unisys gives up Unisys stake to become Tata Infotech. Tata Technologies
Tata IBM Reason for the merger:

formed gives up stake in

Page 25

Impact of M&A on EVATM (TCS TIL case study)

REASONS FOR MERGER


In 2003 TIL reported a 49% increase in profit-after-tax, with revenues declining marginally by 4.5% to stand at INR
462 crore.

Over the past few years, ever since it had broken away from the Unisys partnership, TIL had been engaged in a
series of restructuring and refocusing initiatives in a bid to restore its lost sheen.

The increased profitability has been attributed to its focus on systems integration and manufacturing operations.
TIL hit the jackpot in its contract manufacturing activities with three awardsExcellence in Exports Award
(MAIT), the Contract Manufacturing Export Award (ESC), and Supplier Excellence Award (Unisys Plymouth
coming its way during the year.

Diebold and TIL entered into a contract manufacturing agreement, under which TIL manufactured Diebold ATMs
in India for distribution in the country, and South and South-East Asia.

TCS acquired Tata Infotech (TIL) Limited and merged TIL into TCS Limited especially as the former was seen to be
on shaky ground with an unclear agenda but had a lot of outsourcing business.
TIL was a software services company like TCS with operations in the UK, U.S, and Australia among others.

Merger scheme:

Merger was proposed to be effective from April 1, 2005. It was approved by boards of TCS and TIL on July 16,
2005. Scheme came into effect from February 1, 2006

Page 26

Impact of M&A on EVATM (TCS TIL case study)

Pre-merger holding of the Tata Group was :

80.64% in TCS

And 74.18% in TIL

Post-merger holding of the Tata Group:

TCS : 80.52%

Shareholders of TIL holding 2 equity shares of INR10 got 1 equity share of Re. 1 in the merged entity. The
share exchange ratio was jointly arrived at by BSR & CO. and Bansi Mehta & Co. Assets, liabilities and reserves
as on April 1, 2005 were taken at the book value. All reserves were transformed to General reserve account
except balance of Profit and Loss account carried to the P&L of the company. Difference between the amount
issued as share capital and the amount of share capital of Transferor Company adjusted to General reserve.

Post merger, TCS became the first IT Company in India with sales of over INR.100 billion.

Page 27

Impact of M&A on EVATM (TCS TIL case study)

AMALGAMATION SCHEME
TATA INFOTECT LTD.

(In Rs. Crores)

Fixed Assets (Net)

50.45

Investments

66.50

Deferred tax asset

15.39

Current Assets ( Net )

157.17

Less: Loans

0.17

Total Net Assets acquired on Amalgamation

289.34

Consideration for Amalgamation: Issue of shares (91,90,440 Equity Shares of


the Company in the ratio of 1 Equity Share of the Company for every 2 Equity 0.92
Shares of TIL)
Less: Adjustment for cancellation of Company's investments in Subsidiaries

Less : Transfer of Capital Reserve in books of subsidiaries to General Reserve


under the Scheme
Transfer of balances of Profit and Loss Account of amalgamated companies to
54.00
the Profit and Loss Account of the Company
Add : Deferred tax impact of US Federal and State tax losses carried forward

(23.72)

Balance transferred to General Reserve as at April 1, 2005

258.14

A balance of 258.14 cr was transferred to general reserve of TCS.

Page 28

Impact of M&A on EVATM (TCS TIL case study)

Financial Analysis: TATA INFOTECH LTD.s shareholders equity

TIL Shareholders equity

As of March 31, 2005 (In


Millions)

Equity shares; Par value Rs.10; authorized 19,000,000 shares; issued and fully paid
183.8
up 18,380,880 shares
Equity shares held by a controlled Trust: 342,753 fully paid up equity shares

1.4

Additional paid-in-capital

35.7

Retained earnings

3,062.20

Accumulated other comprehensive income

12.2

Total

3,292.50

Page 29

Impact of M&A on EVATM (TCS TIL case study)

Shareholders Equity of TIL Stood at Rs.3,292.5 million in 2005


Adjusted for :

Net income of TIL for the period of April 1, 2005 to January 31, 2006

Employee Stock Option Scheme (ESOS) of TIL

Fair valuation of TILs available-for-sale securities,

Foreign currency translation adjustment of TIL

Reduced by distribution of dividends (including dividend tax) till January 31, 2006

Balance of shareholders equity as on January 31, 2006 after allocation to Tata Sons Ltd., its
controlled entities and minority shareholders stands at nil.

Rs.2,962.6 million of additional paid in capital arising in the course of allotment of TCS shares to Tata Sons
Ltd. and minority shareholders of TIL
Intangible assets worth Rs.11.0 million aroused out of the acquisition of TIL
Customer relationships
Technology related
Goodwill recognized on amalgamation of TIL was Rs.1, 783.1 million.

Page 30

Impact of M&A on EVATM (TCS TIL case study)

POST MERGER BENEFITS


The merger brought together two leading IT organizations and lead to efficiency in operations, particularly in the
marketing of services.
The merger provided TCS an expanded customer base and deeper penetration in key geographies. TIL has a
significant presence in the systems integration areas, particularly in telecommunication and defense, which
supplemented the capabilities of TCS.

Value Creation Synergies Obtained

Financial gains:
In fiscal 2006, companys revenues grew by 24.49%
International revenues of the company grew by 28.25%
Net income grew by 35.51% in fiscal 2006
Goodwill recognized on amalgamation of TIL was Rs.1, 783.1 million.
Tax benefit of TILs tax losses in India and Overseas will become available to Tata Consultancy Services
Limited.

Page 31

Impact of M&A on EVATM (TCS TIL case study)

Q1 FY2006

Q2 FY2006

Q3 FY2006

US
GAAP
Consolidated

TCS
Revenue
Million)

(Rs.

TIL

Merged

TCS

TIL

Merged

TCS

TIL

Merged

27,094.3 2,104.7 29,128.7 29,513.5 2,204.2 31,566.5 32,644.5 2,157.9 34,525.6

Operating Income

7,423.4 269.8

7,736.0

8,003.8 263.2

8,168.6

8,820.7 293.8

9,034.9

% of Revenue

27.4

26.6

27.1

25.9

27.0

26.2

Income before taxes 7,518.4 311.7

7,872.9

8,091.6 427.5

8,420.5

8,619.2 336.7

8,876.3

% of Revenue

27.8

27.0

27.4

26.7

26.4

25.7

Net Income

6,186.7 246.2

6,475.6

6,733.7 268.2

6,903.4

7,318.9 265.7

7,505.0

% of Revenue

22.8

22.2

22.8

21.9

22.4

21.7

Net Income

6,186.7 242.2

6,471.7

6,733.7 264.3

6,899.5

7,318.9 262.7

7,502.0

% of Revenue

22.8

22.2

22.8

21.9

22.4

21.7

EPS

12.9

13.2

14.0

14.1

15.2

12.8

14.8

11.7

11.5

11.9

19.4

12.2

12.0

13.6

15.6

12.3

12.2

15.3

Value creation to shareholders


Shareholders of TIL holding 2 equity shares of Rs. 10 got 1 equity share of Re. 1 in the merged entity
9,190,440 equity shares of Re. 1 each of TCS Ltd. were issued
Paid-up equity share capital of TCS increased from Rs.480,114,809 to Rs.489,305,249
Page 32

Impact of M&A on EVATM (TCS TIL case study)

Acquisition of non-controlling minority interests was 25.1%


TCS Ltd. issued 6,880,421 shares to Tata Sons Ltd. and its controlled entities
2,310,019 shares to minority shareholders of TIL

Company

Date

No. of shares
Market price
outstanding

Market capitalisation (Rs. Crores)

TCS

31-Mar-05

480114809

1432.05

68754.84

TIL

31-Mar-05

18380880

472

867.58

TCS

31-Mar-06

489305249

1915.5

93726.42

MARKET CAPITALISATION:
The market cap of TCS increased from 68754.84 in 2005 to 93726.42 in 2006.

Date

TCS

TIL

31-Mar-05

1432.05

472

1-Apr-05

1450.95

529.25

19-Apr-05

1208.7

466.75

20-Apr-05

1116.2

442.9

18-Jul-05

1322.2

638.45
Page 33

Impact of M&A on EVATM (TCS TIL case study)

1-Aug-05

1252.2

610.9

31-Aug-05

1404.85

679.85

30-Dec-05

1702.85

823.5

2-Jan-06

1687.6

819.7

31-Jan-06

1670.4

804.75

1-Feb-06

1666.65

805.05

15-Feb-06

1619.35

794.95

16-Feb-06

1629.15

804.05

27-Jul-06

1899.7

28-Jul-06

928.45

29-Sep-06

1022.05

When the merger news was announced the share price increased for both TCS and TIL, in April 2005.Later the
share price declined to 1200 levels from 1450, when the board confirmed the merger plan, the share price
increased from 1116 to 1322. Post merger in 2006 the share prices increased. On 16 th feb equity was issued.

Increased market penetration:


Because of wholly owned subsidiaries of Tata infotech limited like:
Tata Infotech Deutscheland GmbH
Tata Infotech (Singapore) Pte Limited
Joint venture with Sitel India
Exegenix Canada Inc

Page 34

Impact of M&A on EVATM (TCS TIL case study)

TCS could expand its customer base and penetrate deep into these key geographies.TIL provide Horizontal
expansion of scope to TCS
Post merger market penetration in India and Europe increased.

Geography %

Q4
2006

FY

Q3 FY 2006

Q3 FY 2006

FY 2006 FY 2005

Including TIL Excluding TIL


Americas

58

59.8

59.55

59.02

59.5

Europe

24.3

22.2

23.16

22.42

23.2

India

11.5

11.9

11.22

12.52

11.7

Others

6.2

6.1

6.06

6.05

5.6

Total

100

100

100

100

100

Enhanced domain expertise:


Post merger the domain excellence of TCS increased because of functional expertise of TIL in niche segments.

Domain excellence of TCS


Banking and Financial Services
Manufacturing
Government
Retail and consumer goods

Page 35

Impact of M&A on EVATM (TCS TIL case study)

Life sciences and healthcare


Media and entertainment, etc.

Domain excellence of TIL


Telecommunications
Defense
Commercial and public sectors
Airlines and transportation
Banking and insurance

Complementary domain expertise of TIL


System integration
IT infrastructure
Hardware manufacturing
Education services

New growth areas


BPO
Infrastructure services
Consulting Assurance Services
Engineering and Industrial solutions

Page 36

Impact of M&A on EVATM (TCS TIL case study)

Scaling of operations
Global Network Delivery Model gained scale and maturity
Focus on increasing offshore component in existing relationships.
Opportunities for offshore leverage with new customers

Revenue (%)

Q4 FY 2006 Q3 FY 2006 Q3 FY 2006 FY 2006

FY 2005

Incl. TIL

Excl. TIL

61.4

62.52

61.3

Delivery Location*
Onsite

59.03

58.26

GDC

3.72

3.12

Offshore

37.25

38.62

38.6

37.48

38.7

Time & Material

51.7

49.4

48.4

50.2

48

Fixed Price & Time

48.3

50.6

51.6

49.8

52

Contract Type

Page 37

Impact of M&A on EVATM (TCS TIL case study)

Client acquisition and expansion


As a result of amalgamation, TCS clientele increased.
Improved services
Diverse workforce
Increased global presence
TCS won 24 new clients for Assurance Services in FY06
7 out of Fortune 500 new clients added

Particular

Q4 FY 2006

Q3
2006

FY
Q3 FY 2006 FY 2006 FY 2005

Incl. TIL

Excl. TIL

Active Clients

748

766

677

929

621

New Clients

89

88

83

330

246

Revenue % from Repeat


91.9
Business

94.9

94.8

95.2

95.1

Revenue % from New


8.1
Business

5.1

5.2

4.8

4.9

Page 38

Impact of M&A on EVATM (TCS TIL case study)

Human Resources
TCS absorbed 3,462 employees of TIL there were no lay offs.
Enhanced capabilities due to divers skill set of employees

Revenue Breakup
IP Revenue (%) Q4 FY 2006 Q3 FY 2006

FY 2006

FY 2005

Incl. TIL

Excl. TIL

41.80

41.80

42.30

41.20

38.40

Manufacturing 16.40

17.70

18.10

17.20

19.30

Telecom

15.40

14.90

15.10

16.40

Life Sciences & 4.50


Healthcare

4.30

3.90

4.60

4.00

Retail
& 6.40
Distribution

6.20

6.30

6.60

6.80

Transportation 3.70

3.10

3.10

3.60

4.20

Energy
Utilities

& 3.00

2.30

2.40

2.50

3.00

Others

9.90

9.20

9.00

9.20

7.90

TOTAL

100

100

100

100

100

BFSI

14.30

Page 39

Impact of M&A on EVATM (TCS TIL case study)

VALUATION SYNOPSIS
TATA CONSULTANCY SERVICES LTD.
Years

2009

2010

2011

2012

2013

2014

2015

2016

2017

2018

2019

2020

PERIOD 0

10

11

NOPAT

4981

5329

5703

6843

8212

9854

11549 13213 14745 16043 17006

18026.4

RR

53%

53%

53%

55%

55%

55%

53%

52%

50%

49%

47%

47%

FCFF

2316

2478

2652

3079

3695

4434

5372

6345

7305

8191

8940

9476.434

ROC

39%

13%

13%

36%

36%

36%

36%

34%

33%

31%

28%

13%

0.888 0.788

0.7

0.621

0.551 0.489

0.434

0.386

0.342

0.304

0.27

7%

20%

20%

20%

14%

12%

9%

6%

6%

DF
G

26%

WACC

0.126502

7%

PV OF FCFF

24906.8625

PV OF TERMINAL VALUE

43300.75432

EV

68207.61682

ADD CASH

2,141.88

ADD MKT SECURITIES

1,614.41

EV

17%

71963.90922
Page 40

Impact of M&A on EVATM (TCS TIL case study)

LESS DEBT

563.21

Equity value

71,400.70

No of Outstanding Shares

197.86

Value per share

360.8647

YEAR

2009

2010

2011

2012

FCFF

-2259.18277

2617.32755

2583.521565

2316.4742

wacc

12.65%

12.65%

12.65%

12.65%

df

0.887704078

0.788018531

0.699527264

0.6209732

value of firm for 2006-2009

3303

value upto 2009 at 2005

42355.102

total value as on 2005

45657.831

ADD CASH

79.210

ADD MKT SECURITIES

421.540

EV

46158.581

LESS DEBT

203.010

Equity value

45955.571

No of Outstanding Shares

197.860

Value per share

232

Page 41

Impact of M&A on EVATM (TCS TIL case study)

EVA CALCULATION
YEAR

2010

2011

2012

2013

2014

2015

2016

2017

2018

2019

2020

INVESTED
CAPITAL
(BEGNING)

12,85
3

15,704

18,755

22,519

27,036

32,456

38,633

45,501

52,941

60,793

68,859

NOPAT

5,330

5,703

6,844

8,212

9,855

11,550

13,213

14,746

16,043

17,006

18,026

FCFF

2,479

2,652

3,080

3,696

4,435

5,372

6,346

7,305

8,191

8,940

9,476

RR

2,851

3,051

3,764

4,517

5,420

6,178

6,867

7,440

7,852

8,066

8,550

WACC%

12.65

12.65

12.65

12.65

12.65

12.65

12.65

12.65

12.65

12.65

12.65

CAP CHARGE

1625.
9

1986.6

2372.5

2848.7

3420.1

4105.7

4887.2

5755.9

6697.1

7690.5

8710.8

ECO PROFIT

3704.
1

3716.5

4471.1

5363.7

6434.8

7444.2

8325.9

8989.9

9346.3

9315.6

9315.6

DF

0.9

0.8

0.7

0.6

0.6

0.5

0.4

0.4

0.3

0.3

0.3

BV 0

12852.6476

PV OF HIGH GROWTH EVA

32978.24376

PV OF TERMINAL VALUE

PV OF FCFF 11 YR ONWARDS

142499.4901

LESS BV END YR 10

68859.38802
Page 42

Impact of M&A on EVATM (TCS TIL case study)

PV OF EVA IN YEAR 10

73640.10206

PV TERMINAL VALUE(TODAY)

22376.72546

FIRM VALUE

68207.61682

ADD CASH

2,141.88

ADD MKT SECURITIES

1,614.41

EV

71963.90922

LESS DEBT

563.21

FCFE
No of Outstanding Shares

71,400.70
197.86

Value per share

eva
nopat
capital charge
eva

360.8647

T1

T2

T3

T4

2006

2007

2008

2009

2,890.4570

4,033.3820

4,355.2978

4,981.2614

672.40

857.88

1,159.86

1,554.63

2,218.05

3,175.51

3,195.44

3,426.63

EVA from 2006-2009 at 2005

8834.471719

eva of valuation at 2005

34373.95264

total eva at 2005

43208.42436

Page 43

Impact of M&A on EVATM (TCS TIL case study)

TATA INFOTECH LTD.


Years

2005

2006

2007

2008

2009

2010

2011

2012

2013

2014

2015

2016

NOPAT

81.25

105.63

137.32

178.51

232.06

301.68

377.71

454.76

525.70

582.48

617.43

654.47

RR

70.15%

82.36%

82.36%

82.36%

82.36%

82.36%

73.25%

64.14%

55.03%

45.92%

36.82%

36.82%

FCFF

24.25

18.63

24.22

31.49

40.94

53.22

101.04

163.07

236.39

314.98

390.11

413.52

ROC

36.43%

36.43%

36.43%

36.43%

36.43%

36.43%

36.00%

35.21%

34.10%

32.67%

30.91%

16.30%

0.86

0.74

0.64

0.55

0.47

0.40

0.35

0.30

0.26

0.22

0.19

0.3

0.3

0.3

0.3

0.3

0.252

0.204

0.156

0.108

0.06

0.06

DF
G

0.38

WACC

16.30%

PV OF FCFF

436.64267

PV
OF
VALUE

TERMINAL
887.33039

EV

1323.9731

ADD CASH

20.5186

ADD MKT SECURITIES

55.5

EV

1399.9917

LESS DEBT

21.16

Equity value

1378.8317

No
of
Shares

Outstanding

Value per share

1.838
750.18044

Page 44

Impact of M&A on EVATM (TCS TIL case study)

EVA CALCULATION:
YEAR

2006

2007

2008

2009

2010

2011

2012

2013

2014

2015

2016

INVESTED
CAPITAL
(BEGNING)

223.06

310.06

423.15

570.17

761.29

1,009.76

1,286.43

1,578.12

1,867.43

2,134.93

2,362.25

NOPAT

105.63

137.32

178.51

232.06

301.68

377.71

454.76

525.70

582.48

617.43

654.47

FCFF

18.63

24.22

31.49

40.94

53.22

101.04

163.07

236.39

314.98

390.11

413.52

RR

86.99

113.09

147.02

191.13

248.46

276.67

291.69

289.31

267.50

227.31

240.95

WACC%

16.30

16.30

16.30

16.30

16.30

16.30

16.30

16.30

16.30

16.30

16.30

CAP
CHARGE

36.35

50.53

68.96

92.92

124.07

164.56

209.65

257.19

304.34

347.93

384.98

ECO
PROFIT

69.27

86.79

109.55

139.14

177.61

213.15

245.11

268.51

278.14

269.49

269.49

DF

0.8598

0.739

0.635

0.546

0.470

0.4041

0.347

0.298

0.2569

0.220

0.189

BV 0

223.0614

PV OF HIGH GROWTH EVA

735.535105

PV OF TERMINAL VALUE
PV OF FCFF 11 YR ONWARDS

4015.85758

Page 45

Impact of M&A on EVATM (TCS TIL case study)

LESS BV END YR 10

2362.24558

PV OF EVA IN YEAR 10

1653.612

PV TERMINAL VALUE(TODAY)

365.376547

FIRM VALUE

1323.97305

ADD CASH

20.52

ADD MKT SECURITIES

55.50

EV

1399.99165

LESS DEBT
FCFE
No of Outstanding Shares
Value per share

21.16
1,378.83
1.838
750.1804

---T1

--T2

---T3

Eva

2003

2004

2005

Nopat

31.2312124

57.1992

81.2521

capital charge

31.0495417

24.6173

32.9043

Eva

0.18167075

32.5819

48.3478

T0

1399.992

Page 46

Impact of M&A on EVATM (TCS TIL case study)

SYNERGY:
---T1

--T2

---T3

TATA INFOTECH

2003

2004

2005

NOPAT

31.2312

57.19919

81.25211092

CAPITAL CHARGE

31.0495

24.61726

32.9042945

EVA

0.18167

32.58193

48.34781643

EVA 0f tcs Pre merger

T0

1399.99

1659.18

T1

T2

T3

T4

TCS Post merger

2006

2007

2008

2009

NOPAT

2890.46

4033.382

4355.297765

4981.26

CAPITAL CHARGE

672.404

857.8757

1159.862193

1554.63

EVA

2218.05

3175.506

3195.435572

3426.63

Total Eva of Individual entity

3059.18

Eva of Combined entity

43208.4

Synergy

40149.2

Page 47

Impact of M&A on EVATM (TCS TIL case study)

Thus it clearly shows that Company is gaining profit due to the merger.
After regression what are the weightage of various parameters in EVA?

Operating Expenses

0%

Employee Cost

6%

ROC

99%

d/e

0%

interest coverage ratio

0%

operating profit

0%

Page 48

Impact of M&A on EVATM (TCS TIL case study)

CONCLUSION
This merger has resulted in a profitable to the company TCS as it was just the two company from the same parent
company got merged.
It has added a lot of Eva to the company during the period of 2006-2009

years

2006

2007

2008

2009

Eva

2218.053368

3175.506253

3195.435572

3426.62873

EVA
4000
3000
2000

EVA

1000
0
2006

2007

2008

2009

After which the sales are still growing at a CAGR of 28% while the various expense are almost in same proportion
of the sales
Net profit is also growing at a CAGR of 21% which is very good for the company.

Page 49

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