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The market
Coping well with
the financial crisis?
Prospects going forward
Asking questions of India’s
Private Equity model
The issues
From governance
to ownership dynamics
What investors
must know
Essential preparation
The opportunities
Where to deal,
where to exit
Which sectors
need investment?
Where to invest
Insight India
8 Conclusion
Is optimism still justified
Rustom Kharegat
in uncertain times?
Global Head of Private Equity, Partner, KPMG in the UK
rustom.kharegat@kpmg.co.uk Can India’s Private Equity model
go the distance?
Insight India
The Market
the part of business owners. But the prevents companies borrowing in order
Vikram Utamsingh
Head of Private Equity financial crisis has proved something to make acquisitions. This situation
Executive Director of a watershed. International investors therefore prohibits the leveraged
KPMG in India are now looking beyond India’s growth buyout deals that characterize the
+91 (22) 3090 2320 figures and asking hard questions about Private Equity model in more developed
vutamsingh@kpmg.com the country’s Private Equity model; a countries. If the deal is structured
model that differs vastly from that of outside India there can be a certain
Over the past few years we’ve seen a the US or Europe. amount of leverage, but this is likely
huge amount of Private Equity activity to come in at around 20 percent rather
India’s private equity model
in India, with increasing numbers of than 60 or 70.
In some respects, India might offer
domestic and overseas funds competing familiarity and reassurance to fund Buyout opportunities have also been
for deals. In 2007, prior to the onset of managers and investors based in, limited by the ownership structure of
the global financial crisis, around 300 say, New York, London or Frankfurt. Indian businesses. Most are family-
firms* had a presence in the Indian When compared to China, for example, owned and although their shareholding
market. Investment peaked at US$11bn. business in India operates with a founders are usually willing to exchange
And the Indian Private Equity industry considerable degree of freedom from equity for cash, they also generally wish
is still relatively young. It didn’t really political interference. Accounting to retain control. Thus, the majority
exist up to and including 2004. What systems are similar to US GAAP and of Private Equity deals are minority
we’ve seen since then – rather than a there exists a large pool of well-trained investments rather than buyouts.
measured expansion over time – is an managers. Equally important, India’s
explosion, both in investment and in the robust public markets provide a reliable With valuations now
number of funds operating in India. That route to exit.
peak of US$11bn was achieved from stabilized and with bank
However, India also bears similarities
something close to a standing start. to other countries in the developing finance difficult to come
world, not least in terms of regulatory
But the industry has been sharply
uncertainty. For instance, while the
by, GPs report a renewed
curtailed by the global economic crisis.
The turmoil in the global financial incoming government has promised interest in Private Equity
a series of reforms aimed at producing
system made it harder for funds to
a simpler and more transparent tax
deals on the part of
raise cash, while the fall in the world’s
stock markets – India’s included – put system, the details have yet to be business owners
downward pressure on valuations. worked out. With the final shape of the
This trend made owners less inclined reform package unclear there can be no Private equity players
to cut deals with equity investors. The certainty over the impact on business. The differences between business
result was a sharp decline in deal flow. Uncertainty also lingers over regulation. cultures in India and the West have not
For instance, in the first half of 2009 The new government promises to be deterred overseas funds from entering
volumes fell by 70 percent compared much more business-friendly than its the market. The KPMG in India survey
to the year before. predecessor, and yet as things stand indicates that in the second quarter of
the regulatory system remains 2009 global funds accounted for 32
On one level, the impact of the credit
high cost. percent of the market. Funds based
crunch will probably be short-term.
in India and Asia Pacific comprise 42
With valuations now stabilized and Perhaps the greatest difference
percent and 25 percent respectively.
with bank finance difficult to come between India’s investment
Forty-eight percent of India-focused
by, General Partners report a renewed environment and that of the West is the
funds operate as overseas limited
interest in Private Equity deals on lack of debt in M&A deals. Indian law
* Four-S Services
Insight India
The Market
liability partnerships.
Tax and regulation gains tax. Under the new proposals all
As is possibly the norm for emerging India’s new government has published businesses will pay the flat rate. The
markets, fund sizes tend to be smaller proposals for a series of tax reforms reforms will also see the tax authorities
than in more developed Private Equity scheduled to come into force in 2011. given more power to crack down on
markets. The greatest proportion of The aim of the proposals – currently at tax avoidance structures.
respondents to our survey (35 percent) the consultation stage – is to simplify
say their preferred size was US$201- It is impossible to predict the final
the tax system, and in this sense the
500m. The average sum invested is outcome of these reforms as their
reforms are to be welcomed. However,
US$69m a year over three deals. proposals are still at the consultation
from the perspective of both global and
stage. But this in itself makes it
The future domestic investors, some proposed
difficult for businesses to restructure
While minority investments dominate measures may give cause for concern.
themselves in order to minimize their
Private Equity activity today, there may The government is committed to liability under the new rules. Those
be more opportunities for buyouts in the reducing corporation tax from 35 that do run the risk of hitting tax
future. Traditionally, business owners percent to 25 percent. They also wish to avoidance regulations that have yet
have looked on selling a company as an introduce a flat rate capital gains tax. In to be finalized.
admission of failure, but attitudes are the past, companies were able to claim
changing. Rather than simply handing Generally, however, over the past
a tax holiday in the development stage
a business on to the next generation few years, the Private Equity industry
of their business. However, under the
– who may or may not be keen to inherit in India has been encouraged by
new code, the government is proposing
– I expect to see more owners selling up deregulation. For example, the
an asset-based tax that will apply to all
and using the proceeds to set up trust licensing system that restricted
companies. Although only two percent,
funds for their children. Equally, in the case trading within sectors to a limited
this will disproportionately hit asset-
of those who own multiple businesses, number of companies has largely been
heavy businesses, even when those
there is more interest in selling selected abandoned. This has encouraged
businesses are not making profits.
units in order to focus on others. competition by allowing entrepreneurs
Other losers include companies that
to challenge incumbents.
Therefore, we can expect the Private are currently exempt from capital
Equity model in India to evolve
significantly over the next few years,
as business owners become more
General Partners & Limited Partners preferred fund size
aware of what funds can offer both 35%
in terms of growth capital and exit
opportunities. Yet international funds 30%
are on a learning curve and – as this
report demonstrates – global players 25%
must adapt their practices to the
realities of India’s business culture. 20%
15%
10%
5%
0%
<US$100m (micro) US$101m – US$200m US$201m – US$500m US$501m – US$1bn >US$1bn (mega)
(small) (medium) (large)
Insight India
The Issues
Rich in opportunity
From concerns over standards of governance to ownership dynamics within family-run firms,
Vikram Hosangady, Executive Director, Transaction Services, KPMG in India, considers the
specific issues facing international Private Equity fund managers with an interest in India
scandal also raises concerns regarding danger that international funds won’t
Vikram Hosangady
Executive Director
family-managed listed firms. be fully aware of potential governance
Transaction Services pitfalls.
To some extent, the anxieties of
KPMG in India
General Partners are justified, but Related to this is the challenge of
+91 44 3914 5101 it would be misleading to suggest working with family firms - the bulk
vhosangady@kpmg.com that poor governance is endemic in of investments in India being minority
family-run or managed businesses. stakes providing growth capital. As a
With the IMF predicting growth In fact, the rise of the Private Equity result, General Partners have only a
of 5.4 percent in 2009 rising to industry in India has fostered a greater limited amount of influence over the
6 percent in 2010, India’s economy awareness of governance issues direction a company takes and may find
remains hugely attractive to both and the requirements of investors. it hard to drive through the measures
domestic and international Private Companies seeking cash in order to necessary for faster growth. This problem
Equity investors, but the global grow have often recruited independent may be compounded by the dynamics of
downturn has given both General and board members and invested in both relationships within family companies and
Limited Partners pause for thought. In professional management structures investors should be wary of businesses
the months that followed the onset of and modern systems. As such, they where the owners are split on future
the financial crisis, the slump in India’s have been preparing themselves for strategy. Again, the key is to know the
stock market meant investors could no investment while gearing up for growth. company, including family dynamics
longer expect guaranteed high returns and the roles and responsibilities of
– driven by rapidly rising share prices The key to success continuing family members.
– on exit. This new reality has required
Private Equity firms to examine both is to know the Company performance
the quality of their investments and Anxiety about governance issues and
company as well as the difficulties of working with family
their own portfolio management role.
Insight India
The Issues
portfolio management as the key issue. Limited Partners, meanwhile, have been More attention will also have to be paid
Again, we see a difference in perception, expressing concern about the quality of to valuations. For General and Limited
as those with entrenched experience in General Partners. One Limited Partner Partners alike, India is a good market
the market are more likely to focus on interviewed for our survey said it was with quality companies and a deep pool
post-investment management issues difficult to find skilled GPs combining the of management. Prior to the financial
than their colleagues from global funds. key attributes of team depth, fundraising crisis, valuations were high and after
skills, deal access, operational skills and a period of steep decline they have
But even when that difference
exit management. But these concerns begun to recover. In the current climate,
in perception is acknowledged there
are not universal and our survey also the challenge facing fund managers
is a growing awareness that General
found that around a third of Limited is to strike deals at valuations that will
Partners will have to work harder with
Partners were becoming increasingly make it possible to generate returns
companies within their portfolios.
confident about their ability to distinguish within an appropriate time frame.
According to our survey, 14 percent
between high and low quality GPs in a
of General Partners are doing this, The last 12 to 15 months have also
maturing Private Equity market. However,
but the experience of KPMG in India helped to identify “men from the boys”
those GPs taking a hands-on role should
suggests that well-run funds are and several funds will be wiser through
take a similarly proactive approach to
devoting an increasing amount of time the experience of dealing with the
communicating with their investors.
to working with investees. Strategies portfolio through troubled times
that we’re seeing at the moment include Crucially despite the gloom earlier in 2009 – which they will surely leverage
spin-offs and the sale of non-core assets. when 77 percent of local General Partners in their future investment strategies.
These are relatively new developments and 71 percent of international GPs
Overall, India remains a market rich
in India’s Private Equity market. expected investment in India to fall, we are
in opportunities for Private Equity.
by no means facing a crisis of confidence.
For those that are taking a hands-on However, it remains doubtful whether
There is real evidence that India-focused
approach, there are a number of it can sustain the number of funds
funds are still able to raise money,
challenges - not least a shortage of currently active in the market and we
although General Partners will have to
quality management information. would expect to see consolidation over
work harder in order to drive value.
Large numbers of Indian firms still have the next few years.
inadequate information systems and this
proves frustrating for General Partners
Post-Investment Key Issues / Challenges 2009/10
and Limited Partners alike. Albeit, 35%
international General Partners with
extensive experience elsewhere are 30%
in a strong position to advise investees
on how systems can improve. 25%
20%
There is a growing
perception that fund 15%
to driving change within 0% Performance Unrelated Non-adherence Ethics / Monetary Quality of Inadequate / Differences Others
investee companies below
projection
expansion to shareholders Compliance /
agreement Governance
leakages /
Related
management Inaccurate
MIS
between
management
issues party and investors
transactions
Insight India
Opportunities
the consumer goods, auto and retail Opportunities for international funds
Rohit Kapur
Executive Director sectors. Unsurprisingly, the domestic The old licensing system, which rigidly
Corporate Finance consumer goods sector remains controlled ownership of companies
KPMG in India attractive to both General and Limited within sectors, has now been largely
+91 22 3090 2350 Partners. Retail in particular has been abandoned. The subsequent freeing
rohitkapur@kpmg.com a hotbed of investment activity. up of the economy has led to a surge
However, while we have seen a lot in entrepreneurial activity. This in turn
The Indian economy has proved itself of store openings, finding the right has created demand for capital coupled
resilient in the face of global recession model has not always been easy. with the expertise that can help
with a growth of 5.4 percent in 2009. Consequently the returns from retail ambitious companies grow.
While this figure represents a decline investments have been mixed.
Private Equity firms provide much
in the pace of expansion, from peaks Interest in IT and telecoms also remains of this capital and expertise, and
of eight and nine percent, seen prior the strong, particularly among Limited international firms are particularly well
onset of global recession, the strength Partners from outside India. Local placed to provide both as they are seen
of domestic demand within India has General Partners familiar with the Indian as a gateway to both the international
insulated the country from the worst market tend to favor education above IT, financial markets and a range of
effects of the international financial crisis. while their international peers see more potentially valuable business contacts,
The characteristics of the Indian market opportunities in healthcare. This appears ranging from suppliers and customers
have been well documented. As the to highlight the different perspective to potential Partners. Drawing on their
economy grows the middle class is of local and overseas GPs. One experience working with fast-growth
expanding and getting richer. Wealth international fund manager we spoke businesses elsewhere in the world,
is trickling down through society and to – who preferred to remain unnamed international firms are also viewed as
spreading out from the cities to poorer – pointed out that while heathcare was being able to provide help and advice
rural regions. Thus, there exists a rapidly a growth area, there was a great deal on strategic issues.
expanding domestic market. Meanwhile, of price pressure and real estate costs
However, there is a caveat here. Indian
many Indian companies have ambitions were high. This may have deterred local
business culture differs from that of the
to become global players. GPs who instead saw opportunities in
US and Europe. A deal acceptable to a
the gap between supply and demand in
Hot sectors business owner in London, California or
the education sector.
Our survey indicates that growth-stage Paris won’t necessarily be acceptable
infrastructure ventures are the most Some sectors have not fared quite so in India. Global funds recruiting
popular investment targets for General well. Media in particular has been hard international expertise should also
and Limited Partners alike, as India’s hit by the global recession, resulting in prepare to work closely with Partners
infrastructure is not yet ready to support a drop in advertising revenues. in India or else set up an office staffed
the boom in the national economy. The (at least in part) by professionals with
power sector tells a similar story with The strength of domestic experience of the domestic market.
supply presently failing to fully keep up
with demand. As a consequence, huge
demand within India has Deal opportunities
Private Equity funds working in India
growth potential exists in derivative insulated the country to date have been for the most part
industries such as construction and
engineering, steel and cement.
from the worst effects limited to minority ownership deals.
The buyouts that have characterized the
The rise of the Indian middle class of the international industry in Europe and the US have been
largely absent from the Indian market,
has also created a sustained boom in financial crisis
Insight India
Opportunities
35%
28%
21%
14%
7%
0%
Infrastructue Consumer Education Healthcare Financial Manufacturing Telecom Cleantech Media Business IT Other
Services Service
General Partner Limited Partner
Source: KPMG in India
Insight India
Conclusion
India - Conclusion
Bolstered by an economy defiant in the face of recession, India is likely to remain of interest
to investors over the coming years. Yet success here remains a matter of understanding the
region’s business culture
There is general agreement that Indian experience. “The financial crisis has
Vikram Utamsingh
companies will continue to generate almost no effect,” he said. “We are
Executive Director
Head of Private Equity healthy returns for Private Equity investing in high growth companies
KPMG in India investors. Indeed, a Private Equity and leverage has not been a factor.”
+91 (22) 3090 2320
model based on a fast-growth economy
However, Ahuja acknowledges that the
vutamsingh@kpmg.com may be more attractive to investors
appetite of General Partners to strike
than the leveraged buyout model that
deals is to some extent out of sync with
The resilience of India’s economy was prevalent in Western countries
the expectations of many company
in the face of global recession, prior to the financial crisis. In the West,
owners. The fall in India’s public market
the continuing high demand of its buyout funds have been all about
has also had a downward effect on
domestic market and a predicted future financial gearing to produce returns
private company valuations. “Few deals
growth in the region of eight percent but in emerging markets the model is
are being completed as there is a
per annum are guarantees that the based on growth in the economy.
valuation gap between issuers and
country will have a place on the radar This has stood investors in good stead.
investors”.The appetite to do deals
of international Private Equity firms is still there but issues relating
and their institutional investors for the There are still plenty of to valuation expectations needs
foreseeable future. to be resolved.
businesses that want
However, these are uncertain times. On the face of it, Private Equity firms
The global financial crisis and the cash in order to grow are caught in a pincer movement. On
consequent downturn have clearly the one hand, a reluctance to exchange
affected investor confidence. The money And it’s that Private Equity model,
equity for cash on the part of business
that once flooded into Private Equity based on rapid economic growth,
owners is increasing competition for
funds worldwide is now in short supply that is likely to focus international
remaining deals. On the other hand, the
and investors have become more risk attention on India in years to come.
flow of funds from institutions has
averse. In the current climate, India – The principle that underpins Private
slowed. Yet it’s a complex situation. As
with its buoyant economy – remains Equity around the world is a search for
one fund manager (who preferred to
an attractive destination for cash, but good, well-managed companies with
remain anonymous) told me, Private
for many Private Equity firms and their the capacity to grow quickly. India has
Equity is competing for deals with
investors it is also something of an plenty of companies in this category,
hedge funds and the public markets.
unknown quantity. The challenge facing their expansion driven by increasing
The financial crisis has seen a number
those who are looking at the country demand in the domestic economy.
of hedge funds withdraw and the
(and its Private Equity market) from Private Equity firms with cash see appetite for IPOs remains sluggish. This
the comfort of an office in, say, North plenty of potential for deals in India, has given Private Equity a bigger share
America or Europe is to understand even at a time when the Private of the remaining deal market and there
both the opportunities and the risks. Equity market in the West remains are still plenty of businesses that want
Those international funds already depressed. As Anil Ahuja, Head of cash in order to grow.
operating in India are addressing the Asia at Private Equity firm 3i has
opportunities and risks on a day-to- pointed out, the financial maelstrom
day basis. They have witnessed the experienced by companies elsewhere
explosion in investment up until 2008 in the world has had little effect on
and coped with the fallout from the either the growth potential of Indian
global financial crisis. companies or the readiness of General
Partners to invest. Ahuja cites 3i’s own
Insight India
Conclusion
However, competition for deals means diversified into both buyouts and the The key for General Partners is to
that Private Equity firms will have infrastructure market. The secondary identify those firms that will deliver
to offer owners more than money. deal market is also growing. the best returns, although this can
Owners will seek out Private Equity be difficult for outsiders. It is important
Minority interest deals can be an
firms that can provide the expertise to have a Partner on the ground who
issue for funds more comfortable with
and contacts needed to drive growth. understands the nuances of Indian
buyouts, not least because driving
In a competitive market, you need business culture and the dynamics
change with an organization tends to be
to demonstrate that you are bringing of the family business.
more difficult for those who don’t hold
something to the table other than
a controlling stake. International funds As the experience of General Partners
capital. There also remains the
may also have problems working with indicates, high growth and a pool of
issue of protection. If the economy
family firms who tend to do things their strong companies means that Private
slows, adding value through portfolio
own way. The processes they have in Equity investors can continue to expect
management will allow you to generate
place and the management information healthy returns, even if sourcing deals
above market average returns.
they provide to General Partners may is currently more difficult than it was
Deal profiles not be up to standards expected in a year or two ago. Looking ahead, the
As we discussed earlier in this report, Europe or North America. This in turn range of deal types available is set
the majority of deals in the Indian has led to concerns about standards of to expand, but firms coming into the
market are minority interest governance and a lack of transparency. market must take time to understand
arrangements, with buyouts (that staple However, as one General Partner India’s business community or else
of the Western Private Equity market) working for a western fund told me, the work with Partners who do.
the exception rather than the rule. managers of well-run family firms are
But things are changing. For instance, often as committed to growth as their
3i – a firm that came to India with Private Equity backers. “A lot of owners
a strong track record on minority are very focused on bringing value and
shareholding/growth capital deals – has they work night and day”, he said.
KPMG in India
KPMG in India has nearly 3,500 people across seven offices and with a dedicated
private equity group is committed to providing our PE clients with the skills and
experience they need throughout the life cycle of their investments from deal
sourcing through to successful realization.
Insight India
kpmg.com
Vikram Hosangady
Executive Director
Transaction Services, KPMG in India
+91 44 3914 5101
vhosangady@kpmg.com
The information contained herein is of a general nature and is not intended to address the circumstances of any © 2009 KPMG International. KPMG International is
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Publication name: Insight India
Publication number: RRD-169340
Publication date: December 2009