DCF Valuation Analysis ...... ------
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Ref. No: CPC/MB/0…/2010-11 The Board of Directors SEBI Reg. No: INM000011435 ...... For the Kind attention of Mr………, Managing Director Dear Sir, Sub: Valuation Analysis of the equity shares of ...... as per DFCF Methodology We refer to our engagement letter dated …. 2011 for carrying out the Valuation of Equity Shares of ...... (here-in-after referred as “Company”) as per Discounted Free Cash Flow(DFCF) methodology. In accordance with the terms of the engagement, we are enclosing our report along with this letter. In attached report, we have summarized our Valuation Analysis of the Company as at July ….. 2011 together with the description of methodologies used and limitation on our Scope of Work. This Valuation Analysis is confidential and has been prepared exclusively for the Management of Company. It should not be used, reproduced or circulated to any other person, in whole or in part, without the prior consent of Corporate Professionals Capital Private Limited. Such consent will only be given after full consideration of the circumstance at the time. We are aware that the conclusion in this report may be used for the purpose of certain statutory disclosure by Company and we provide consent for the same.
Trust the above meets your requirements. Please feel free to contact us in case you require any additional information or clarifications. Yours Faithfully, For Corporate Professionals Capital Private Limited
……………. [Authorized Signatory]
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Strictly Private and Confidential Contents Executive Summary 3
Purpose of Valuation 4
Industry Assessment 6
Company Assessment 12
Valuation Methodology, Approach and Analysis 17
Caveats 21
Annexure : Projected Financials 22
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EXECUTIVE SUMMARY
...... is a company incorporated under the provisions of Indian Companies Act, 1956 and is one of the leading Indian companies in the field of ………………………………….. The Company is engaged in manufacturing ……………... The Company has been accredited by ISO/TS ………….certification.
The Company is a Joint Venture with M/s ……………..of ….. (here-in-after referred as “Foreign Company”), one of the leading …….. in the field of design, manufacturing and marketing of …………..for the automotive industry. We have been informed that the foreign company is presently having ……. shareholding in the Company and it has been agreed between the Companies to raise the shareholding of the foreign company upto ……….
In this respect, we as a Merchant Banker have been appointed by the Company to determine the fair value of its equity shares in accordance with the pricing norms of the Reserve Bank of India (RBI) to ascertain the minimum price at which the equity shares of Company can be issued and allotted to the foreign Company as per the applicable pricing methodology i.e. Discounted Free Cash Flow.
It is pertinent to mention that the valuation of a business is not an exact science and ultimately depends upon a number of factors like the past financials, expected financial results, industry scenario, market recognition etc. Though there are multiple valuation methodologies, however in accordance with the requirement of the RBI Law as detailed later in this report, we have carried out this Valuation Analysis of Company based upon Discounted Free Cash Flow Methodology.
Based on our Analysis of the Company and subject to our caveats as further detailed in this report, the fair value of equity shares of the Company may be taken at ` ……….. Lacs and the value per Equity share having face value of ` ………….each may be taken as `…….. each.
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PURPOSE OF VALUATION
ABOUT THE TRANSACTION Based on the discussions held with the Management of the Company, we understand that the Company is a Joint Venture with M/s ………..n (here-in-after referred as “Foreign Company”), one of the leading ………….. in the field of design, manufacturing and marketing of ……….. products for the automotive industry. We have further been told that the foreign company is presently having ….. shareholding in the Company and it has been agreed between the Companies to raise the shareholding of the foreign company upto ………..%.
In view of above management needs to ascertain the minimum value of Company at which the Equity Shares may be issued and allotted to foreign Company in accordance with Foreign Exchange Management (Transfer or Issue of Security by Person Resident Outside India) Regulations, 2000 notified vide Notification No.: FEMA 20/2000- RB dated May 3, 2000, as amended from time to time.
Notification No. FEMA 205/2010-RB dated 07.04.2010 effective from 21st April, 2010 has provided that where the shares of an Indian company are not listed on any recognized stock exchange in India, the price of shares issued to foreign Company shall not be less than the fair valuation of shares done by a SEBI Registered Category – I Merchant Banker or a Chartered Accountant as per the Discounted Free Cash Flow Method (DFCF).
In this respect, we as a Merchant Banker have been appointed by the Company to determine the minimum value of its equity shares in accordance with the pricing norms of the Reserve Bank of India (RBI) over and above which the equity shares of Company can be issued and allotted to the foreign Company.
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SCOPE OF SERVICES
This valuation report has been prepared by M/s Corporate Professionals Capital Private Limited, SEBI Registered Category – I, Merchant Banker to determine the fair value of equity shares of Company in accordance with the Discounted Free Cash Flow Methodology.
SCOPE LIMITATION
This valuation report has been prepared on the basis of the Certified Projected Financials of the company for the next five financial years ended March 2015 duly supplemented by its Terminal Value at end of Five Years, along with discussion held with the management and other publically available information.
The valuation exercise was carried out under the following limitations:
The Valuation analysis of equity shares is based upon the future projections of company provided to us, which is based upon various assumptions made by Company relating to the operations of its business and any change in these assumptions may have an impact on the conclusion of this report.
We have not made an appraisal or independent valuation of any of the assets or liabilities of the Company and have not conducted an audit or due diligence or reviewed/validated the financial data provided by the management.
The scope of our work has been limited both in terms of the areas of the business and operations which we have reviewed and the extent to which we have reviewed them. There may be matters, other than those noted in this Report, which might be relevant in the context of the transaction and which a wider scope might uncover.
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INDUSTRY ASSESSMENT
GROWTH TREND OF AUTOMOTIVE INDUSTRY
1. Spectacular Growth between FY 2003 and FY 2007 The Indian Commercial Vehicle (CV) Industry witnessed Spectacular Growth between FY 2003 and FY 2007, growing at CAGR of more than 25%. A favorable macroeconomic environment, increased industrial activity and easy financing, among other reasons, were significant drivers of growth in domestic market.
2. Growth slowed in FY 2008 and fell in FY 2009 A Corrective period followed the five year phase that witnessed growth of more than 25%. In FY 2008 easy financing, which was a significant growth driver, declined significantly. The interest rate began to increase, thereby impacting borrowing cost and subsequently the total cost of ownership. With as many as 90 out of 100 vehicles being sold on finance, the liquidity crunch came as a big blow.
The Global slowdown adversely impacted both global and domestic demand in FY 2009. Industrial activity plummeted, and GDP Growth projections were reduced with every subsequent revision. The third quarter of FY 2009 saw the worst for the Indian automotive Industry in recent times, with CV sales falling by 48% in domestic market. Export also slumped by 40% in the same period.
3. A Rebound in FY 2010 Increased industrial activity in the FY 2010 along with various government benefits provided to boost sales and have yielded positive sales. The Industry has experienced spectacular growth across all segments at an overall growth rate of 26%.
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4. Industry Future Outlook Currently, India has lowest MHCV penetration among the BRIC economies and higher than average paved road penetration. Both the reflective of the significant opportunity share for the CV industry in India. However, there are a fewer no. of expressways in India as compared to its peers. This will have to be increased to boost CV industry growth.
“Growth in Industrial activity and increasing road penetration are likely to lead to increased CV sales, which are forecasted to reach 1 million units by 2020”
(Source: ICRA Industry outlook)
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IMPACT ON AUTO ANCILLARY INDUSTRY On similar lines, after witnessing strong pace of growth for many years, India's auto ancillary industry also faced a serious demand crunch in the FY 2009. Besides sharp decline in demand, the industry faced whole range of other issues including fluctuations in foreign exchange rates, and the drying up of liquidity in the market.
However, even as global auto industry was still facing difficulties, Indian auto makers started changing gears with the start of FY2010. Riding on stimulus measures taken by the government, the original equipment manufacturers (OEMs) witnessed improvement in demand conditions and auto sales increased steadily in first half of FY2010. The second half has been even more bullish and most of the auto companies have hit their record ever sales or production numbers in last couple of months. This has resulted in significant improvement in demand side for auto part makers as well in FY2010. In fact, last few months have been so bullish for the auto industry that the ancillary industry has nearly run out of capacity in case of many parts.
Demand Side Improves Growth Trend of Auto Ancillary Industry Auto component makers have seen significant improvement in demand in the FY 2010 after facing serious depression in second half of 2008-09. The improvement has been owing to strong auto sales riding on stimulus measures taken by the government. Baring the medium and heavy commercial vehicle segment, all other segments started performing right from start for the fiscal and the upward trend only gathered the momentum month-after month. Even the commercial vehicle segment started performing in the second half of the 2009-10 while passenger cars and two-wheelers saw record sales as economic outlook improved and deferred demand retuned into the market.
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SITUATION OF EXPORTS AND IMPORTS OF AUTO ANCILLARIES
Exports Remain Under Pressure Exports constitute a key source of revenue for the Indian automotive component industry. However, right from the start of global economic downturn, demand from the key areas like the US and EU declined sharply. Sharp contraction witnessed in the automotive sales in these two regions, which accounts for over 65% of India's total auto part exports, was bound to have adverse impact on component makers.
However, while there have been considerable improvements in the domestic demand conditions, exports of auto components continue to remain under pressure despite improvement in sales seen in recent months in both the US and EU. In the first half of current fiscal, market size of cars and light trucks contracted by 35% while the same in Europe went down by 23%. While growth has returned in both the places in auto sales in second half, overall figure for FY2010 is expected to remain 12-14% down on y/y basis, which will also lead to a contraction in total exports of auto parts to these regions. In the next year exports demand will start growing again, but possible gains will be capped by potential appreciation in the Indian currency going forward.
Surging Imports a Medium Term Challenge A major threat being faced by the Indian automotive component industry is surging imports. Indian government has been lowering the import duty on various auto parts in line with its commitments at bilateral and multilateral trade agreements. This however has resulted in a surge in imports, particularly from China. From about ` 30 crore in 2000, imports of Chinese made auto parts has increased to over ` 2,500 crore in 2009. Chinese products now account for 10% of the total Indian auto components market compared with just 1% in 2000.
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According to the Automotive Component Manufacturers Association of India (ACMA), imports of components from China had registered a 97% compounded annual growth rate over the past seven years. Chinese producers enjoy a number of advantages, the biggest of them being lower wage bill and cheaper cost of steel and power.
While the Chinese products often fail to match the quality of their Indian counterparts, particularly in the precision parts segment, the cost advantage enjoyed by the Chinese is likely to hurt the Indian companies if the current trend continues. In fact the industry has been urging the government for an import duty on Chinese components but there has been no final decision on the issue yet.
FUTURE OUTLOOK
India's auto ancillary industry is once again on growth path. After facing a difficult period in last fiscal, things have been improving in the current year and both the OEM and replacements segments are witnessing strong demand. Going forward, as the Indian auto sector grows, the auto ancillary sector will expand. The industry is also graduating towards the world-class technology. India is becoming the global manufacturing hub for the small cars and the trend will certainly help boost the prospects of auto part makers.
The major issue for the industry is from export side. Export sales have been on an average around 19-20% of revenue to the auto part industry as a whole. However, the segment witnessed contraction last year and growth is not likely to be significant this year either. However, increased local demand and also increasing auto exports from India itself should help the industry address slowdown in export demand for auto components.
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Increase in imports can be another challenge. Manufacturers however point out that Chinese engineering in auto parts, particularly in precision equipment will not be able match Indian due to long experience of Indian auto ancillary players in this segment. However, the pace of increase in imports is alarming and therefore the government may have to step in at some stage to provide a level playing field to domestic layers.
Overall, the auto ancillary industry is now in a recovery mode. Strong demand from the OEM segment and continued expansion of the replacement demand will provide reasonable revenue visibility going forward. Although the export segment will continue to under- perform, this will be partly compensated with India becoming a hub for manufacturing for small cars and resulting increase in demand from export oriented production within the country.
Year 2010 is definitely poised to be a better year for the Industry as the automotive sales volumes for the First Quarter of FY 2011 indicate. Owing to India‟s low cost production capabilities, several international players have already announced their plans to manufacture small cars in India.
(Source: Ace Equity Industry Research)
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COMPANY ASSESSMENT
......
BASIC INFORMATION: The Company was incorporated on …………… under the name and style of „………………‟, thereafter on ……… it was converted into a Public Limited Company and on …………… the name of the Company was changed to ...... The Registered Office of the Company is situated at …………………..
The company is one of the leading Indian companies in the field of manufacturing and marketing and manufacturing of equipments for the ……………………….automotive industry. It is engaged in manufacturing …………… for automobiles industries and Industrial hoses. The Company has been accredited by ISO/TS 1………certification.
Orginally the manufacturing Unit of the Company was set up at ………………………………………………………………………………………………...
………………………………………. strength.
The Company is a Joint Venture with M/s ………….. (here-in-after referred as “Foreign Company”), one of the leading …………..companies in the field of design, manufacturing and marketing of sealing products for the automotive industry. We have been informed that the foreign company is presently having ………..shareholding in the Company and it has been agreed between the Companies to raise the shareholding of the foreign company upto ……… With this, both the Companies intend to have access to each other‟s competitive strengths and the Company would get access to the passenger vehicle segment of the Auto Industry.
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CAPITAL STRUCTURE The Capital Structure of the Company as on 31st March, 2010 is as under: Amount in (` Millions)
Particulars Provisional 31.03.2010
AUTHORIZED
……………… ISSUED SUBSCRIBED & PAID UP
…………………. HISTORICAL CONSOLIDATED INCOME STATEMENT: Amount in (` Millions)
Provisional Audited For the Period Ended 31.3.2010 31.3.2009 31.3.2008 EBITD Finance cost Depreciation Profit Before Tax Provision For Taxes Profit After Tax
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HISTORICAL CONSOLIDATED BALANCE SHEET: Amount in (` Millions)
Provisional Audited Particulars 31.3.2010 31.3.2009 31.3.2008
Sources of Funds Share Capital
Reserve and Surplus Account
Secured Loans
Unsecured Loans
Total Application of Funds
Net Fixed Assets
Net Current Assets
Miscellaneous Expenditure
Profit and Loss Account
Total
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PROJECTED BUSINESS PLAN SNAPSHOT Based on the discussion held with the management of the company and documents provided to us, we understand the future business plan has following key features:
1. Presently the company is catering its product only in…………………….
2. The Company is additionally targeting the ……………….. in future.
3. Based upon future outlook of Auto Industry, Business in the …………….. is expected to grow phenomenally subject to quality, price and deliveries.
4. The plan involves serving to the big players of auto industry including ………………………………etc. in India. The company has prepared a list of ………………… are scheduled to be launched in India within the next two years
5. The Joint Venture partner ……………….. would provide necessary technical assistance to the Company.
6. The plan involves a capex of Rs. …………..lacs. This amount would be infused as Equity Capital by the Foreign partner.
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VALUATION METHODOLOGY, APPROACH AND ANALYSIS
Notification No FEMA 205/2010-RB dated 07.04.2010 effective from 21st April, 2010 has provided that where the shares of an Indian company are not listed on any recognized stock exchange in India, the price of shares issued to foreign Company shall not be less than the fair valuation of shares done by a SEBI Registered Category – I Merchant Banker or a Chartered Accountant as per the Discounted Free Cash Flow Method.
Therefore, this Valuation Analysis report is thus valuing the equity shares of the Company specifically as per the Discounted Free Cash Flow Methodology („DFCF‟) only.
BASIS OF DISCOUNTED FREE CASH FLOW METHOD (DFCF):
The DFCF to equity method expresses the present value of the business attributable to equity shareholders as a function of its future cash earnings capacity. This methodology works on the premise that the value of a business is measured in terms of future cash flow streams, discounted to the present time at an appropriate discount rate. The value of the equity is arrived at by estimating the Free Cash Flows (FCF) to equity and discounting the same at the cost of equity (Ke). The DFCF method using the FCF, values the benefits that accrue to the equity shareholders of the Company. This is estimated by forecasting the free cash flows available for the company (which are derived on the basis of likely future earnings of the companies) and discounting these cash flows to their present value at the Ke. The DFCF methodology is considered to be the most appropriate basis for determining the earning capability of a business. It expresses the value of a business as a function of expected future cash earnings in present value terms. The approach seeks to measure the intrinsic ability of the business to generate cash attributable to its equity shareholders.
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In the DFCF approach, the appraiser estimates the cash flows of any business after all operating expenses, taxes, and necessary investments in working capital and Capex is being met. Valuing equity using the free cash flow to stockholders requires estimating only free cash flow to equity holders, after debt holders have been paid off. As this methodology is focused at Equity Shareholders so the interest and finance charges are also deducted.
The following box provides generalized steps for using discounted cash flows to estimate the value of the equity position of a company
STEPS FOR FINDING FCF TO VALUE EQUITY SHARES Profit before tax Step 1:Arrive at Profit Before Tax - Taxes Step 2: Less tax. = Profit after tax + Non-cash costs Step 3: Add back non-cash costs (already subtracted in step 1). - Capital expenditures Step 4: Subtract capital expenditures. - Increase in NCWC Step 5: Subtract Increases in non cash working capital. ± Changes in Debts Step 6: Take into account the effect of changes in Debts. + Terminal Value Step 7: Add the terminal value accruing to equity holders in the final year. = Free Cash Flow = DFCF Step 8: Discount the FCF for each year at the cost of equity.
For the purpose of valuation of equity shares in this transaction through DFCF methodology, we have relied upon the projections provided by the management for the five financial years ending March 31st …………………. duly supplemented by its Terminal Value based on the Gordon Model along with the discussions held with the management and extrapolating the free cash flows at an annual growth rate of ………. percent to perpetuity. The Cost of Equity has been determined at …….. per cent as per CAPM model.
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Amount in (` Millions) ...... VALUATION AS PER DISCOUNTED FREE CASH FLOW METHODOLOGY YEAR 2010-11 2011-12 2012-13 2013-14 2014-15 Perpetuity PARTICULARS Projected Projected Projected Projected Projected Operating PBT Less: Direct Taxes Paid PAT Add : Depreciation Less :Capital Expenditure Less : Change in Non Cash Working Capital Add : Increase/(Decrease) in Debts Free Cash Flows (Rs.) Discounting Factor Discounted Present Value of Cash flows Discounted Present Value of Equity Shares Expanded Number of Equity Shares Present Number of Equity Shares Equity Value Per Share at Expanded Capital Equity Value Per Share at Present Capital
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Projected Balance Sheet and Profit & Loss account for the next five financial years ended March 31st, ……… as certified by the management is attached as Annexure to this report.
Projected Non operative Income and Expenses have been ignored by us in this Valuation.
Based on our Analysis of the Company and subject to our caveats as further detailed in this report, the fair value of equity shares of the Company may be taken at ` …………. Lacs and the value per Equity share (after taking the proposed allotment into account) having face value of Rs. 10 each may be taken as `……….. each.
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CAVEATS
This Valuation Report has been issued on the specific request of „...... ‟ to ascertain the minimum value at which the equity shares of Company should be issued and allotted to the foreign Company as per the Discounted Free Cash Flow Methodology. This Report is prepared exclusively for the above stated purpose and must not be copied, disclosed or circulated or referred to in correspondence or discussion with any other party. Neither this report nor its content may be used for any other purpose without prior written consent of M/s Corporate Professionals Capital Private Limited.
We have summarized the Valuation Analysis of the equity shares of the Company based on the information as was provided to us pursuant to the meetings held with the management of Company and other publically available information. We do not assume any responsibility for the accuracy or reliability of such documents on which we have relied upon in forming our opinion.
Although every effort has been made by us to verify and corroborate each document and to ensure that no inaccurate or misleading data, information, statement or opinion appears in this document, we wish to make it clear that the information and data appearing herein are the responsibility of the contributors. Accordingly, we do not accept any responsibility whatsoever for the consequences of any such inaccurate or misleading information or data, opinion or statement.
We have no present or planned future interest in ...... and the fee for this Valuation analysis is not contingent upon the values reported herein.
The Valuation Analysis contained herein is not intended to represent the value at any time other than the date that is specifically stated in this Report. This Report is issued on the understanding that the Management of ...... has drawn our attention to all matters of which they are aware, which may have an impact on our report up to the date of signature. We have no responsibility to update this report for events and circumstances occurring after the date of this Report.
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ANNEXURE : PROJECTED FINANCIALS
PROJECTED BALANCE SHEET: Amount in (` Millions)
Particulars 2010-11 2011-12 2012-13 2013-14 2014-15 Projected Liabilities
Equity Share Capital Reserves & Surplus Total Term Liabilities Total
Assets Gross Block Accumulated Depreciation Net Block Net Current Assets(excluding cash and cash equivalents) Cash and cash equivalents Preliminary expenses not w/off Total
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PROJECTED PROFIT AND LOSS STATEMENT Amount in (` Millions) Particulars 2010-11 2011-12 2012-13 2013-14 2014-15 Projected Net Sales Cost of Sales Raw materials(including stores & spares and other items used in the process of (i) manufacture (a) Imported (b) Indigenous (ii) Other Spares (a) Imported (b) Indigenous (iii) Power & Fuel (iv) Direct Labour (Factory wages & salary ) (v) Other manufacturing expenses (vi) Depreciation Sub - Total ( i to vi ) (vii) Add : Opening stocks - in - process (viii) Deduct : Closing stick - in - process (ix) Cost of Production (x) Add : Opening stock of Finished goods (xi) Deduct : Closing stock of finished goods (xii) Sub - Total ( Total cost of Sales ) Gross Profit Selling , General and Administrative Expenses Sub - Total Operating Profit before interest
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Interest & Financial Charges Operating Profit after interest
(I) Add other non - operative income (a) Bank Interest (b) Miscellaneous (c) Liabilities written back Sub - Total ( Income ) (ii) Deduct Other non - operative expenses (a) Prem. Expenses written off (b) Expenses pertaining to earlier years deferred revenue Sub - Total ( Expenses ) (iii) Net of other non - operating Income / Expenses Profit before Tax / Loss Provision for Taxes Profit after Taxes
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