Sample-Report-DCF As Per RBI Guidelines PDF
Sample-Report-DCF As Per RBI Guidelines PDF
Sample-Report-DCF As Per RBI Guidelines PDF
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For.
Thankyou for Visting corporatevaluations.in and
downloading this report.
.. 2011
Strictly Private & Confidential
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]
Contents
Executive Summary
Purpose of Valuation
Industry Assessment
Company Assessment
12
17
Caveats
21
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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.
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.
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.
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%.
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
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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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 underperform, 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 Indias low cost production capabilities, several international players have already announced their plans to
manufacture small cars in India.
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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 1certification.
Orginally
the
manufacturing
Unit
of
the
Company
was
set
up
at
...
.
strength.
..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
others 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)
Provisional
31.03.2010
Particulars
AUTHORIZED
Amount in (` Millions)
Provisional
31.3.2010
EBITD
Finance cost
Depreciation
Profit Before Tax
Provision For Taxes
Profit After Tax
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Audited
31.3.2009
31.3.2008
Amount in (` Millions)
Provisional
Audited
Particulars
31.3.2010
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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31.3.2009
31.3.2008
2.
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.
15
16
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
=
+
=
=
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
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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Perpetuity
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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2010-11
2011-12
2012-13
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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2013-14
2014-15
2010-11
2011-12
2012-13
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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2013-14
2014-15
(I)
(ii)
(iii)
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