CORPORATE RESTRUCTURING

By MANOJ & CHANDER

VISION STATEMENT of CR Wing

To be acknowledged as one of the best Investment Bankers of the

nation cater ing to the divers if ied needs of our global c l ients in an

effective & eff ic ient manner

Goal and Object ives . . . . . . .CR Wing

To provide one point solution for all Corporate Restructuring needs

To provide innovative business solutions for better Valuation of our clients

To expertise in the field of Financial Reengineering

BRIEF PROFILE….…...where we are

We at Corporate Professionals have considered CR Division as a prime pillar of the Organization.

Assignments undertaken: Merger of Visesh & MPS Technosoft Demerger of DCM Group Advisory to NIIT Demerger Advisory to Wrigley India Merger Advisory to Surana Group Restructuring Advisory for Merger of Firms to Mira Exim

BRIEF PROFILE….….…... Cont

Important Assignments in hand: Merger of NAM Credit & 3 D Merger of Surya Vinayak Group Merger of Agroecommerce Demerger & Merger of Express Builder Group Merger of Capital Hotels Group

……Over 12 other assignments at various stages

Our Strengths

Consolidated Service Model at very Competitive Cost

Expertise over SEBI laws

Very good liaising with SEBI, Stock Exchanges & Other Regulatory Authorities

Giving our Client Personal Touch

Our Strengths ………… Cont

Adequate mix of professionals having sound knowledge in their respective fields

Young & Dynamic Team with Zeal to move ahead & accept challenges

Areas which need ImprovementInnovation

Ability to address Industry Specific needs of our Clients

Taxation Aspects of Restructuring

Areas which need Improvement…… ContValuation of Businesses

Post Merger Accounting Aspects

Opportunit ies…………….Further in M & ABusiness Acquisition Advisories

Cross Border M & A

CDR & BIFR

Industry Specific Expertise

Financial Planning & Re-engineering

Revival of business

Optimizing the Financial Structure

Better presentation of Financial Statements

Fulfilling Listing criteria

Opportunit ies……………. Cont

Opportunit ies……………. Cont

Financial Analysis & Valuation of Business

For Mergers & Acquisitions

Family Settlements

For entering into public domain for fundsIPO

Debt Market

International Market

Opportunit ies……………. Cont

Inbuilt Taxation Problems of Clients

Complying With Specific Sections of I.Tax Act as to Set Off, C/f of Losses,Depreciation etc

Resolving Specific M & A Related Taxation Problems.Ex-Adjusting for Revaluations, Conversion of Stocks etc.

Threats…….

Capital Market Volatility

Cheaper substitutes in Market

Increasing Clients’ expectations

Threats…….How to overcome???

Catering to diversified needs of Industries

Providing Quality Services at Competitive Cost

Rendering Professional Services in true letter & Spirit

Revenue & Cost Analysis……..

6080Man-hours involved

4-5 months7-8 monthsTime

2,10,0003,75,000Our margin (Rs.)

15,00025,00050,000

______ 90,000

20,00030,00050,000

25,000 1,25,000

Costs-     - Valuation-     - Court Appearance -     - ROC/RD/OL-     - BSE/NSE/RSE Total(Rs.)

3,00,0005,00,000Our Fees (Rs.)

Unlisted Companies

Listed Companies

Particulars

Revenue & Cost Analysis………. Cont

Present Financial Year(2006-07):

Current Years Target 5 cases 15 cases

Revenue in Margin terms (Rs.)

18,75,000 31,50,000

Total (Rs.) 50,25,000

Unlisted Companies

Listed Companies

Particulars

Revenue & Cost Analysis………. Cont

Some Statistics….Though it is difficult to have a concise Data of M & A deals in India but we can make an estimate of the Opportunities by looking at the following Stats:

No. of Merger/Demerger Scheme filed in Delhi High

Court during F. Y. 2005-06= 320 (approx.)

Keeping the Estimate realistic at around 5% the No. of Cases that we could Entertain should be around 16.

Revenue & Cost Analysis………. Cont

Now If we Focus on our Strong Areas & Cover up the Grey ones this figure could Easily be Increased to around 10%,this means the Incremental No. of Cases would be around 15-20 giving rise to Additional Revenue of around Rs. 45-60 lacs. Rupees.

The figures of Financial Re-engineering deals happening in Delhi/NCR in a F.Y. could be taken at around 300.

Now Presuming that we Would be able to tap around 5% of this Market,this would give us around 15 Cases relating to Financial Restructuring Deals opening New Sources of Revenue for Our Organization

Resources Required……

Books: Books on practical aspects of Valuation of Business, Commentary on Taxation aspects of M&A E.g. Valuation, Maximizing Corporate Value-by George M Norton III

Database: Database of Innovative Schemes & Case Studies

Magazines: M & A Critics, SEBI & Corporate Laws

Resources Required…………... . Cont.

Software: To avoid repetitive works like draftingof various applications, petitions, letters, valuation reports etc.

Websites: We may go for taking subscription of a website which provide comprehensive information on M& A activities in India & AbroadE.g.www.mergersindia.com;www.law4india.com; www.manupatra.com WE FEEL THAT NONE OF THE ABOVE WEBSITES IS COMPREHENSIVE FOR PROFESSIONALS, SO WE WOULD PREFER TO DEVELOP OWN WEBSITE OF WHICH BLUE PRINT WILL BE PREPARED IN DUE COURSE.

Marketing…………..

To highlight our USP

One point Solution

Professional Set-up

Our punch line “Where Excellence is Law”…………….We really mean it

Marketing………….. Cont

Keep our clients informed of our sphere of servicesTarget New Clients Large Corporate Houses in and around Delhi Special Class of Companies outside Delhi e.g.

Broker Companies – (As we have niche in these areas)

DSE Listed Companies Small & Midsize Foreign Companies – No organized

service providers, we could provide a better worth for their money

Marketing Means…………..Web-based marketing

Organizing & sponsoring Seminars of Professional Bodies

Articles in Journals to show our in-depth expertise

Newsletter of our Own, highlighting gamut of services provided by us

Direct Marketing

If you Don’t know where you’ve been,then it ’s hard to figure out where you are

&

If you don’t know where you are, how can you decide where you want to go?

By mode of this Presentation we have tr ied to analyze the road Our organization has traveled to get it to the place it is today………….along

with its possible future avenues which it expects to be indulged in the Near Future.

THANKING YOU…

To sum-up……….