Valuation ServicesValuation ServicesBBy
Valuation Group
SPA Merchant Bankers LimitedSPA Merchant Bankers LimitedSPA Merchant Bankers LimitedSPA Merchant Bankers Limited
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SEBI Registered Category - I Merchant Bankers SPA Merchant Bankers LimitedSPA Merchant Bankers LimitedSPA Merchant Bankers LimitedSPA Merchant Bankers Limited
www.spacapital.come-mail: [email protected]
About SPAAbout SPA SPA is a leading composite financial services provider growing on strength of
its research based customer centric approach and consistent servicing.Thorough understanding of client’s perspective and requirements supportedwith exhaustive research forms the backbone of all our services.
A team of over 1000+ dedicated professionals comprising Bankers, CharteredAccountants, Company Secretaries, MBAs and Technocrats is striving towardsproviding financial solutions and achieving customer satisfaction.
Key strength of the team- deep understanding of capital market, strongnetworking with institutional investors, expertise in industry sectors & ability tostructure transactions and products suitable to needs of the client.
Offering Innovative, integrated & customized solutions to corporate, funds,institutions and individuals.
Ranked amongst top merchant bankers continuously in the league ofarrangers of primary debt placements (source: Prime Database) & amongstarrangers of primary debt placements (source: Prime Database) & amongsttop 2 in short-term debt syndication.
All India network of offices & strong relationship with Institutional Investors likecommercial banks & mutual funds.
Large network of Associates and Sub-brokers spread all across the Country.
SPA Capital SPA Capital Services LtdServices Ltd..
SPASPASPA Securities LtdSPA Securities Ltd..SPA Insurance SPA Insurance
Broking Broking Services LtdServices Ltd..Services LtdServices Ltd..
SPA Merchant SPA Merchant Bankers LtdBankers Ltd..
FORWHAT IT’S WORTHFORWHAT IT’S WORTHFOR WHAT IT’S WORTH…..FOR WHAT IT’S WORTH…..
Valuation is a controversial and complex subject. It requires an in-depth understanding of the market the assets and its competitors depth understanding of the market, the assets and its competitors, financial and non-financial information, as well as factors such the
legal and regulatory environment. Valuation advise needs the right blend of analysis, experience and professional judgment.y p p j g
SPA’s Valuation group has extensive experience of valuing shares, businesses and intangible assets in a variety of commercial and
contentious contexts. Our commercial perspective is supported by technical rigor, in addition to the insights and experience gained
from performing numerous major assignments every year.
SO TRUST THE EXPERTS TO KNOW THE TRUE WORTH.SO TRUST THE EXPERTS TO KNOW THE TRUE WORTH.
Valuation ServicesValuation Services‐‐An IntroductionAn IntroductionWe provide independent valuation services utilizing accepted valuationWe provide independent valuation services utilizing accepted valuationmethodology to produce well reasoned, supportable valuation and financialconsulting services. Our valuation passes two tests. First, it reaches an accuratevalue conclusion. Second, it clearly and convincingly establishes how theconclusion was reached A good business valuation can be successfullyconclusion was reached. A good business valuation can be successfullydefended and supported under critical scrutiny.
TheThe TeamTeamQuality valuations are performed by experienced capable appraisers SPA pridesQuality valuations are performed by experienced, capable appraisers. SPA pridesitself on its professional experience and expertise in the field of corporatevaluations. As a financial consulting firm, our major specialty is valuing businessesand corporate securities. The team consists of Chartered Accountants, CFAs,Company Secretaries and ICAIICAI CertifiedCertified ValuationValuation expertsexpertsCompany Secretaries and ICAIICAI CertifiedCertified ValuationValuation expertsexperts..
ClientsClients WhoWho CountCount OnOn UsUsWe have done more than 10001000 valuationsvaluations across industries. Our clientele consist ofdomestic and multinational companies including variousvarious FortuneFortune 500500 companiescompaniesdomestic and multinational companies including variousvarious FortuneFortune 500500 companiescompanies..
Referrals from existing clients constitute the largest single source of clients for SPA.Other valued reference sources for new assignments include, accounting firms,law firms and investment banking organizationslaw firms, and investment banking organizations.
Valuation ConceptValuation Concept
Value - Price
Value varies with
Value Price
Not an Exact Sciencesituation
Not an Exact Science
Type text hereMore of an ArtSubjective
Date Specific
More of an Artj
6
Date Specific
Mélange of Valuation ServicesMélange of Valuation ServicesThe valuation services we provide broadly cover the following:
• Business ValuationA i iti D ti C B d
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- Acquisition- Domestic & Cross Border-Assessment of Merger Swap Ratio- Fairness Opinion- Valuation of business segments/divisions for spin off/restructuring
Sh P h /I t t/F d R i i- Share Purchase/Investment/Fund Raising- Good will & Asset Impairment testing (US GAAP/IFRS/Indian GAAP)- Investment Impairment testing for accounting purposes- Fair valuation for statutory/regulatory purposes
• Intangible Asset valuation-- Brand valuation-- Intellectual property valuation
A t l ti f h i ll ti f ti f b i-- Asset valuation for purchase price allocation for accounting for businesscombinations (US GAAP/IFRS)
• Employee Stock Options ValuationEquity Shares/Common Stock for Perquisites taxation-Equity Shares/Common Stock for Perquisites taxation
- Sweat Equity-Stock Options through Black Scholes and Binomial or Lattice technique
Corporate Restructuring Corporate Restructuring ‐‐Mergers & Acquisition, Spin Offs etc.Mergers & Acquisition, Spin Offs etc.
Mergers, Acquisitions and Demergers are the order of the day in today’s worldof rapid and inorganic industrial growth. Complete due diligence and correctvaluation are keys for the success of any merger, acquisition or demerger.y y g q g
As the cross border barriers are getting reduced M & A activity has spread itswings around the globe.
The most critical part remains the correct valuation.
We, at SPA, provide process oriented defendable Valuation Report.process oriented defendable Valuation Report.We, at SPA, provide process oriented defendable Valuation Report.process oriented defendable Valuation Report.
As a Category I Merchant Bankers we also provide Fairness Opinion report.Fairness Opinion report.
Intangible Asset ValuationIntangible Asset Valuation‐‐ Brand, IPR etc.Brand, IPR etc.
Intellectual property (IP) and intangible asset (IA) issues abound throughout thebusiness world touching nearly all aspects of a company from productbusiness world, touching nearly all aspects of a company, from productdevelopment to human capital, and staff functions such as legal, accounting,finance to line operations such as R&D, marketing and general management.This wide diversity of IP applications and stakeholders is a leading contributor tothe complexity of managing IP as each field has its own legal regulatory andthe complexity of managing IP, as each field has its own legal, regulatory andpractitioner history.One aspect all these disciplines have in common is the needneed forfor valuationvaluation.Valuation, as noted by Lord Kelvin, provides the potential to enhance ourknowledge of intellectual property and to bridge the gap between theseknowledge of intellectual property and to bridge the gap between thesedisciplines by providing a common set of methods to capture and describe thebusiness, legal and financial aspects of the intangible asset in question. Whilethe applications and even the vocabulary of these field can differ, theunderlying valuation methods bear striking similarities which in turn reducesunderlying valuation methods bear striking similarities, which in turn reducescomplexity and helps shed light on key management issues.
We, at SPA, provide Valuation Report which uses internationally accepted Valuation Report which uses internationally accepted complex methods but is still easily understandable.complex methods but is still easily understandable.
V l tiV l ti dd IFRS/ IASIFRS/ IASValuationValuation‐‐ under under IFRS/ IASIFRS/ IAS
With IFRS all set to come to India, emphasis will be more on fair valueaccounting than cost based accounting. Some of the standards where therewill be need of fair valuation opinions are:
Share-based Payment (IFRS 2) Business Combination (IFRS 3) Financial Instruments Presentation (IAS 32 & IFRS 7) Impairment of Assets (IAS 36) Financial Instruments Measurement (IAS 39) I t t P ti (IAS 40) Investment Properties (IAS 40)
SPA provides valuationvaluation reportreport, which servesserves thethe purposepurpose ofof financialfinancial reportingreporting,including, but not limited to, the effective date of valuation, the methods andi ifi t ti li d i ti ti f i l d if li bl thsignificant assumptions applied in estimating fair value and if applicable, the
extent to which the values were determined by reference to observable pricesin an active market or recent market transactions at arm’s length terms or wereestimated using other valuation techniques, which enables the client to maked i i th t i t ti t t t d t t f thdecisions on the most appropriate accounting treatment and to account for thedifferent assets (or liabilities) employed in the enterprise in a compatible fashion.
ValuationValuation‐‐ For RBI under FEMAFor RBI under FEMA
A N tifi ti N FEMAFEMA 120120// RBRB 20042004 & N tifi ti N FEMAFEMA 2020 //20002000 RBRBAs per Notification No. FEMAFEMA 120120// RBRB--20042004 & Notification No. FEMAFEMA 2020 //20002000--RBRBdated 3rd May 2000 , we provide valuation report:
For remittances under approval routeppFor remittances under automatic routeFor Investment in a foreign security by swap or exchange of shares of an IndiancompanyF T f b f ift l b id t i I di tFor Transfer by way of gift or sale by a person resident in India to a personresident outside India
SPA has ExtensiveExtensive knowledgeknowledge of valuation theory and practical experience in valuingForeign and domestic companies; Expertise in relevant laws
ValuationValuation‐‐ For Perquisites taxationFor Perquisites taxation
InIn thethe FinanceFinance BillBill 20092009,, FBTFBT hashas beenbeen abolished,abolished, butbut ESOPsESOPs willwill continuecontinue totot dt d i iti it b ib i ff hi hhi h h llh ll ii F iF i M k tM k t V lV l CBDT htaxedtaxed asas perquisites,perquisites, basisbasis ofof whichwhich shallshall remainremain FairFair MarketMarket ValueValue. CBDT hasissued a notification in this regard which says that in a case where, on thedate of exercise of the option, the share in the company is not listed on arecognized stock exchange, the fairfair marketmarket valuevalue shall be such value of theh i th d t i d b h th t b kb k thshare in the company as determined by a merchantmerchant bankerbanker on the
specified date.
SPA issues FMV certificate which is in compliancecompliance withwith provisionsprovisions ofof IncomeIncomepp pptaxtax lawlaw andand circulars issued by Indian Government.
Valuation of ESOP for accounting & other purposesValuation of ESOP for accounting & other purposes
As per SEBI (ESOP Scheme) 1999 the accounting value of options shall beAs per SEBI (ESOP Scheme) 1999, the accounting value of options shall beequal to the aggregate, over all employee stock options granted duringthe accounting period, of the intrinsic value of the option or, if thecompany so chooses, the fairfair valuevalue ofof thethe optionoption..Th f i l h ll b ti t d i ti i i d l (ffThe fair value shall be estimated using an option-pricing model (forforexample,example, thethe BlackBlack--ScholesScholes oror aa binomialbinomial model)model) that takes into accountas of the grant date the exercise price and expected life of the option,the current price in the market of the underlying stock and its expected
olatilit e pected di idends on the stock and the risk free interest ratevolatility, expected dividends on the stock, and the risk-free interest ratefor the expected term of the option.Black-Scholes methodology has historically been used for valuing equityoptions. However in many cases, a more sophisticated option pricingmodels, such as a Binomial Model or, for more complex cases, a Monte-Carlo simulation is required. Deciding on the appropriate valuation modelis a key decision for accounting for share awards.SPA assists in designing appropriate equity incentive plans anddeveloping robust models that determine the accounting cost of stockplans.
Why SPA ?Why SPA ?
ExperienceExperience && ClienteleClientele:: SPA prides itself on its professional experienced ti i th fi ld f t l ti W h dand expertise in the field of corporate valuations. We have done more
than 500 valuations across industries. Our clientele consist of domesticand multinational companies including various Fortune 500 companies.TeamTeam:: Quality valuations are performed by experienced, capableappraisers. The team consists of Chartered Accountants, CFAs, CompanySecretaries and ICAI Certified Valuation experts.QualityQuality outputoutput:: As a result of clear understanding of applicable lawsand passion to excel and deliver, our valuation passes two tests. First, itp preaches an accurate value conclusion. Second, it clearly andconvincingly establishes how the conclusion was reached. Our valuationcan be successfully defended and supported under critical scrutiny.TouchTouch ofof advisoryadvisory:: We understand that, clients require more than justTouchTouch ofof advisoryadvisory:: We understand that, clients require more than justthe report. We are more than willing to provide advisory and supportbefore and after the rendering of services.
Promoters of SPA GroupPromoters of SPA Group
Kamal Kishore Somani, Director
Promoters of SPA GroupPromoters of SPA Group
Kamal Kishore Somani, DirectorA Chartered Accountant with 26 years excellent track recordin the financial services. He has vast experience in corporatefinance, debt market, money market, project financing,financial re-structuring and investment advisory. He also has afinancial re structuring and investment advisory. He also has arich experience in distribution of mutual fund schemes, publicissues, mergers and amalgamations.
Sandeep Parwal, DirectorA Chartered Accountant with excellent academic recordand engaged in financial services for the last 19 years. He hasvast experience in distribution of mutual fund schemespamongst cash rich corporate and HNI. He also hasexperience of marketing of public issues, corporate finance,debt market, investment advisory and taxation.
Key Execution TeamKey Execution Team-- ValuationsValuationsKey Execution TeamKey Execution Team-- ValuationsValuations
Nitin Somani, Company SecretaryACS - 6 years of experience in handling corporate compliances, MerchantBanking and distribution of public issues .g p
Sourabh Garg, Sr. ManagerACA, B. com having more than 3 years experience in the field of MerchantBanking, Project Financing, Loan Syndication & Corporate Valuations. CertifiedValuer from Institute of Chartered Accountants of India
CLIENT QUOTESCLIENT QUOTES
“V f i l d t i i ”V f i l d t i i ” CFO f IT M j“Very professional and prompt in services”Very professional and prompt in services” - CFO, of an IT Major
“Kept to deadlines and excellent self explanatory report”Kept to deadlines and excellent self explanatory report”“Kept to deadlines, and excellent self explanatory report”Kept to deadlines, and excellent self explanatory report” -Director Finance, of Media Company
““Timely and clear communication, during process and final Timely and clear communication, during process and final product was worth the moneyproduct was worth the money” - CFO, Telecommunication Company
““What they delivered was beyond the assignment, it had a touch What they delivered was beyond the assignment, it had a touch of advisory, which was pricelessof advisory, which was priceless”- CEO, Healthcare Company
Other Services Offered By SPA GroupOther Services Offered By SPA Groupkk b fb fInvestment BankingInvestment Banking Distribution of Distribution of
Financial ProductsFinancial ProductsSecurities Securities BrokingBroking
Insurance Insurance BrokingBroking
Management of Public & Rights Offer
Mutual FundsPublic Issues
Cash MarketWholesale
Life Insurance Broking& Rights Offer
Private Placement of equity & debtManagers to
T k /M /
Public IssuesBondsFixed DepositsDebt Issues
Wholesale Debt MarketFutures &
Options
BrokingNon-Life
Insurance Broking
Takeovers/Mergers/ AcquisitionsDelisting & Buyback
offers
Other financial products
Equity ResearchOverseas listing (FCCB)ESOPs AdvisoryD bt R t t iDebt RestructuringFinancial structuringLoan syndicationShort Term DebtShort Term Debt
Network OfficesNetwork Offices
Head Office25, C-Block Community Centre, Janakpuri, New Delhi - 110 058
Phone: 011-25558601 / 45675587, Fax: 011-25572763E il l ti @ it lE-mail: [email protected]
Corporate OfficePhone: 022-22801240-49, F 022 22846318
Bangalore OfficePhone: 080-25092206-07, F 080 25092208Fax: 022-22846318
E-mail: [email protected]
Kolkata Office
Fax: 080-25092208E-mail: [email protected]
Chennai OfficePhone: 033-40114800/ 2100819, Fax: 033-22521540E-mail: [email protected]
Chennai OfficePhone: 044-45544670-75 Fax: 044-42071380E-mail:
Hyderabad OfficePhone: 040-42200042, Fax: 040-42200042
Pune OfficePhone:020-41200017Fax:020-41200016
E mail: swapna
