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Acquisitions
Current Scenario and Way Ahead
Gautam Doshi
June 2010
Current Scenario
Revival in deal activity in the country
More than double the transactions in first five months as
compared to same period last year
2
Mergers & Acquisitions…
13
14 100
12 89
80
Number of deals
Value (USD bn)
10 68 8
8 56 60 60
6 44 40
4 3
1 1 20
2
0 0
Jan-10 Feb-10 Mar-10 Apr-10 May-10
Value Volume
50 1.60
40 1.40
1.37
40
Number of deals
Value (USD bn)
1.25 1.20
29
30 1.00
20 18 0.80
20 15 0.60
10 0.58 0.57 0.40
0.26 0.20
0 0.00
Jan-10 Feb-10 Mar-10 Apr-10 May-10
Value Volume
Top 5 PE Deals
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…Positive Trends…
Flexibility and pragmatism demonstrated by Indian Promoters
Promoters recognise strengths and weaknesses and willing to adapt
No stigma attached to alienation of stake in companies
Ability to gauge time to encash vs carry on
Recent examples – Ranbaxy, Piramal, Wockhardt, Tata Docomo
12
…Positive Trends…
Availability of credible information
Reliable standards of accounting – transition to IFRS
Higher levels of transparency and corporate governance
13
…Positive Trends
Certainty in regulatory framework
Clarity in tax provisions relating to slump sale
Incorporation of M&A provisions in direct and indirect taxes
14
Roadblocks…
Positive trends yet to achieve full potential
Greater flexibility to be shown by Indian promoters
Need for consolidation not fully recognized
15
…Roadblocks…
Restrictive foreign exchange controls and listing norms
Direct listing of Indian shares on foreign exchanges not allowed
Indian companies not allowed to merge with foreign companies
Foreigners individually not permitted to invest in Indian shares
Restricts usage of Indian shares as currency for deals
Increasing protectionism
Governments keen on retaining national identity of iconic companies
Increasing use of capital controls to regulate flow of foreign capital
16
…Roadblocks
Accounting for M&A under IFRS
Appointed date of merger vs actual date of merger
Purchase method of accounting – valuation of intangibles and off
balance sheet items and residuary goodwill
Marked departure from Indian GAAP – no comparability pre and post IFRS
Capital Reserve vs Credit to P&L A/c – MAT impact
Demergers to be treated as non-cash dividend – change in
accounting for transferor
IFRS to apply to top 50 companies – different norms applicable to
different companies at same time
17
Wishlist…
Certain shortcomings in IFRS to be addressed
Few norms contribute to volatility and subjectivity in fin statements
Accounting for FCCBs
Lease Equalization vs Inflation
Fair degree of subjectivity in fair valuation norms
18
…Wishlist…
Regulations to encourage cross border M&A
Indian companies to be allowed to merge with foreign companies
Capital controls to be lifted on the Indian rupee
Listing on foreign exchanges to be allowed and vice versa
Permit accounting and reporting in functional currency
19
…Wishlist…
Rationalization of tax provisions
Tax liability only on encashment - not on exchange or conversion
Tax benefits to continue in case of mergers
Clarity on treatment of depreciation post transaction
Introduction of group relief
Introduction of anti-abuse provisions like CFC and thin
capitalization rules
As opposed to current anti-abuse norms prescribed in DTC
20
…Wishlist
Better protection of minority rights in corporate law
Strengthen norms on independent directors and corp governance
Suitable amendments in listing agreement
Provisions to eliminate conflicts of interest in cases where
management also holds majority shares
21
Thank You
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