thinking of the bottom line – think of us december, 2012 ... alert vol... · - the co din rules...

Dear Readers, We hope that 2013 has begun on a joyous note for all our Readers and that the year ahead would prove to be better than 2012. The World Bank recently said the Indian economy will recover in 2013-14 and grow at 6.4%, up a full percentage point from a projected 5.4% growth rate in 2012-13, supported by a gradual improvement in global demand for South Asia’s exports, policy reforms in India, stronger investment activity and a return to normal agricultural production. In

comparison, growth in advanced economies should reach a very weak 1.3% this year, weighed down by spending cuts, high unemployment and weak consumer and business confidence, the World Bank said. In the meantime, the Union Budget of 2013-14 preparations are well underway and recently at a pre-Budget meeting with Finance Minister P. Chidambaram, representatives of industry chambers, including CII, FICCI and Assocham, have asked the government not to consider imposing higher tax on high income individuals saying it would discourage entrepreneurship, while seeking early implementation of GST, continuance of the existing corporate tax rate and cautioned the government against imposition of Inheritance Tax, saying such a step would penalise savings and investments and discourage capital formation. The Government has recently, to try and reduce the rising fiscal deficit, been exploring ways of shoring revenues. Structural reforms to widen the tax base and reorganize public finances — the root of India’s macroeconomic problems — have long been delayed. The general sentiment of the market is improving and we at RNM are in particular very bullish on the Healthcare sector. We see a great opportunity for growth in Tier 2 cities across India where investments should result in very healthy returns over the medium term. We would like to wish all our Readers a very happy 64th Republic Day of India in advance.

Regards,

U.N. Marwah, FCA

For and behalf of the RNM Alert Editorial Board

RNM ALERT

www.rnm.in

ISSUE NO.48 DECEMBER, 2012

RNM ALERT Thinking of the Bottom Line – Think of Us

Issue No. 48: December, 2012 of 27

CONTENTS Direct Tax

- Case Laws

- Deemed Dividend 4 - Charitable or religious purpose 4 - Salary Income 4 - Profit & Gain from Business & Profession 4 - Income from other sources 5 - Cash Credit 5 - Arm’s Length price 5 - Search & Seizure 5 - Income escaping assessment 5-6 - Procedure for assessment of search cases 6 - Tax Deduction at Source 6 - Penalty for Concealment 6 - Provisional Attachment 6 - Miscellaneous 7

Indirect Tax Central Excise

- Case Laws - Area Based exemption from excise duty 8 - Valuation of imported goods 8 - Credit cannot denied based on worker should not have paid duty on goods 8 - Valuation of goods cleared for captive consumption 8 - Valuation on basis of price list of foreign suppliers 8-9

Service Tax

- Case Laws - Cenvat Credit 9 - Adjustment of excess payment 9 - Service tax on construction of residential complex 9 - Refund of service tax paid for fumigation 10 - Documents for availing credit 10


DIRECT TAX

Company Law Updates - Circular/ Notification/ Guidance

- Filing of cost audit report & compliance report in XBRL mode 11 - The Co DIN Rules 2012 – DIN 1 11 - The Co DIN Rules 2012 – DIN 4 11 - The Cos. General rules & forms Rules 2012 11-12 - Filing of form 68 for rectification of mistakes in form 1, form 1A & form 44 12 - Delegation of powers u/s 388B, 388C, 388E to RBI 12 - Amendment of Cos. General rule & forms 1956 12 - Filing of B/s & P/L in XBRL mode for the F.Y. commencing on or after 1.4.11 12 - NOC for the concerned regulator/Institute for LLP name approved 13 - Filing of B/s & P/L in XBRL for F.Y. commencing on or after 1.4.11 13

RBI & SEBI Updates - Circular

- ECB for the low cost affordable housing projects 14 - ECB Policy – Review of all in costing ceiling 14

Corporate Finance - Latest News

- Private Equity 15-17 - Mergers & Acquisition 18-21 - Venture Capital 21-25

New Appointment 26


DIRECT TAX Case Laws

Deemed Dividend Sec 2(22)(e): Assessee having more than 10 per cent shares in a company received loan from it and lending of money was a substantial part of business of said company and loan was made by it in ordinary course of its business, amount of loan could not be regarded as deemed dividend in hands of assessee [Source: Jayant H. Modi v. JCIT [2012] 28 taxmann.com 252 (Mumbai - Trib.)]

Sec 2(22)(a): Distribution entailing grant of Transferable occupancy rights of a flat given to shareholders by a company on perpetual basis subject to deposit of a meagre sum, are not perquisites but deemed dividend under section 2(22)(a) [Source: Shantikumar D. Majithia v. DCIT [2012] 28 taxmann.com 149 (Mumbai - Trib.)]

Charitable or religious purpose Sec 12AA: Non-filing of returns by assessee-trust for last several years cannot be a ground for declining to grant registration under section 12AA to it. [Source: Shri Advait Ashram Society v. CIT [2012] 28 taxmann.com 18 (All.)]

Salary Income Sec 17: Where assessee continued his employment with the firm, and was also given commission under Non-Compete Agreement ('NCA') for doing what he was normally expected to do (i.e. work for the said firm in his area of expertise), the commission amount clearly was part of salary. [Source: CIT vs. Kanwaljit Singh [2012] 28 taxmann.com 28 (Delhi)]

Profit & Gain from Business & Profession Sec 28: Transactions of purchase of shares with high volume, frequency and regularity of activity carried on in systematic manner would amount to business activity rather than investment in shares [Source: Anil Kumar Jain v. ACIT [2012] 28 taxmann.com 236 (Hyderabad - Trib.)] Sec 32: Brought forward unabsorbed depreciation is to be treated as current depreciation and can be set-off against income under head 'capital gains' - A.Y. 2007-08 [Source: Suresh Industries (P.) Ltd. v. ACIT [2012] 27 taxmann.com 203 (Mumbai - Trib.)]

Sec 37(1): CIT couldn't follow section 263 route to treat an expense as capital, if AO chose to allow same after due analysis [Source: Vodafone Essar South Ltd. v. CIT [2012] 28 taxmann.com 273 (Delhi)]


Income from Other Sources Sec 56: Letting of building and letting of fixtures, fittings, air-conditioning plant, furniture, etc., were inseparable, rental income be assessed as income from other sources. [Source: Garg Dyeing & Processing Industries v. ACIT [2012] 28 taxmann.com 287 (Delhi]

Cash Credit Sec 68: Identity of creditor is established but his/her creditworthiness and genuineness of transaction is not proved, addition is to be made. [Source: Dr. D. Siva Sankara Rao v. ITO [2013] 29 taxmann.com 17 (Andhra Pradesh)] Sec 68: Despite PAN & Bank details, addition of share allotment money valid if applicants do not respond to summons [Source: CIT v. M/s N. R. Portfolio Pvt. Ltd. [ITA Nos. 134/2012]]

Arm’s Length Price Sec 92C: Where associate enterprise of assessee made payments to assessee beyond stipulated credit period and there was no agreement to charge interest on delayed payment, TPO erred in computing notional interest on delayed payment and adding same to income of assessee. [Source: Evonik Degussa India (P.) Ltd. v. ACIT [2012] 28 taxmann.com 285 (Mumbai - Trib.)]

Search & Seizure Sec 132: Revenue is obliged to communicate to assessee not merely Commissioner's approval for retaining seized documents for extended period but also reasons recorded for obtaining such approval [Source: Joshi P. Mathew v. DCIT [2013] 29 taxmann.com 76 (Kerala)]

Income escaping assessment Sec 147: Loan admitted as income by assessee to be included in book profits for purpose of MAT [Source: Dream Shelters (P.) Ltd. v. ITO [2013] 29 taxmann.com 14 (Agra - Trib.)]


Sec 147: Two agreements to sell were found to exist, reassessment on basis of agreement to sell which mentioned exactly same bank drafts as that mentioned in sale deed, was just. [Source: Arun Kumar Goyal v. CIT [2012] 28 taxmann.com 248 (Punjab and Haryana)]

Sec 147: Department can't question own records and deny assessee's "full & true disclosure" claim under section 147, first proviso- [Source: Meinhardt Singapore Pte. Ltd. v. ADIT (International Taxation) [2012] 28 taxmann.com 95 (Delhi)]

Procedure for Assessment of Search Cases Sec 158BB: Intangible assets, viz., business claims, business information, business records, contracts, employees and know-how acquired by assessee under slump sale agreement are in nature of 'business or commercial rights of similar nature' specified in section 32(1)(ii) and are accordingly eligible for depreciation under that section [Source: Anil Sarin v. CIT [2013] 29 taxmann.com 20 (Allahabad]

Tax Deduction at Source Sec 201: Where assessee had itself made actual disallowance under section 40(a)(i) which was accepted by Assessing Officer, said amount could not be considered as amount covered by sections 194C to 194J so as to raise TDS demand under section 201 and to levy interest under section 201(1A) [Source: Pfizer Ltd v. ITO (TDS) 2012] 28 taxmann.com 17 (Mumbai - Trib.)]

Penalty for Concealment Sec 271(1)(c): Penalty is to be imposed for filing inaccurate particulars regarding income by showing false/exaggerated expenses; [Source: Sanghvi Swiss Refills (P.) Ltd. v. ACIT [2012] 28 taxmann.com 208 (Bom.)]

Sec 271(1)(c): Penalty under section 271(1)(c) justified where assessee involved in bogus donations racket to claim deduction under section 35CCA notwithstanding the fact that assessee filed a revised return of income withdrawing the deduction claim after survey took place in assessee's premises and assessee's cash book impounded. [Source: Usha International Ltd. v. CIT [2012] 27 taxmann.com 227 (Delhi)] Sec 271(1)(c): Where assessee instead of writing off bad debt, made a provision for bad debts under a bona fide belief that amount had become irrecoverable, penalty order passed under section 271(1)(c) for raising a false claim of bad debts was not sustainable [Source: VRB Investment (P.) Ltd. vs. DCIT [2012] 28 taxmann.com 244 (Kolkata - Trib.)]

Provisional Attachment Sec 253: Validity period of six months of provisional attachment order will be extinguished after passing of assessment order [Source: Shree Balaji Woollen Mills v. ACIT [2012] 28 taxmann.com 198 (Delhi)]


Miscellaneous Settlement Commission is barred from entertaining a settlement application in cases where the time limit prescribed for making an assessment order under section 143/144 has expired because after expiry of time limit nothing is actually pending which needs consideration before the AO [Source: CIT vs. Income-tax Settlement Commission [2012] 27 taxmann.com 239 (Delhi)]


INDIRECT TAX

Central Excise Case Laws Area Based Exemption from Excise Duty Exemption from levy of Education Cess and Secondary and Higher Education Cess not available- Appellant claimed exemption from payment of Education Cess and Secondary and Higher Education Cess under Notification No. 56/2002-C.E. HELD: Notification No. 56/2002-C.E. issued under Section 5A of Central Excise Act, 1944, Section 3(3) of Additional Duties of Excise (Goods of Special Importance) Act, 1957 and Section 3(3) of Additional Duties of Excise (Textiles and Textile Articles) Act, 1978 grants exemption from duties levied under those Acts to units located in the notified area- Education Cess levied under Section 91 read with Section 93 of Finance Act, 2004 and Secondary and Higher Education Cess levied under Section 136 read with Section 138 of Finance, Act, 2007 not exempted. [Source: Tawi Chemical Industries Ltd. v Commissioner of Central Excise, L&K, 2012 (286) ELT 553 (Tri-Del.)] Valuation of Imported Goods Valuation (Customs)- CVD- Goods imported in bulk on payment of CVD as per Section 4 of Central Excise Act, 1944- Cleared to another company for packing, repacking, labeling and putting stickers of MRP, which amounted to manufacture under Section 2 (F) ibid- Thereafter, the other company cleared the goods on payment of Central Excise duty as per section 4A ibid- HELD: Importer was not required to pay CVD as per Section 4A ibid- Section 14 of Customs Act, 1962. [Source: Phil Marketing Services Pvt. Ltd. v Commissioner of Customs & C.Ex., Goa, 2012 (286) ELT 582 (Tri-Mumbai).]

Credit Can Not Denied on Ground that Job Worker Should Not Have Paid Duty on Goods CENVAT/MODVAT- Question like whether input is dutiable, whether any element of cost is includible in the assessable value of input, etc. cannot be agitated at the end of manufacturer of final product- Job worker paid duty on job worked goods supplied to appellant and such goods were further processed by appellant to manufacture their final product- inputs supplied by the job worker were covered by a valid document prescribed for availment of CENVAR Credit- Benefit cannot be denied to the appellant on the ground that job worker should not have paid duty on goods- Department has no case that duty paid by job worker was refunded to them- Credit allowed. [Source: Treadsdirect Ltd. v Commissioner of Central Excise, Calicut, 2012 (286) ELT 583 (Tri-Bang.)] Valuation of Goods Cleared for Captive Consumption Valuation (Central Excise)- Goods cleared only for captive consumption- if the excisable goods are cleared only for captive consumption, the Excise duty has to be worked out on the valuation based upon 115% of the cost of production- Rule 8 of Central Excise Valuation(Determination of Price of Excisable Goods) Rules, 2000. [Source: Goramal Hariram Ltd. v Commissioner of Central Excise, Noida, 2012 (286) ELT 598 (Tri-Del)] Valuation on Basis of Price List of Foreign Supplier Valuation (Customs)- Price list of foreign supplier- it is not a good basis for arriving at assessable value of goods in course of international trade- However, as importer admitted undervaluation to the extent of 30%,


and that was the only evidence available of differential duty, demand restricted to loading of declared price by 30% only- Section 14 of Customs Act, 1962. [Source: Global Marketing Co. v Commissioner of Customs, New Delhi, 2012 (286) ELT 609 (Tri-Del)]

Service Tax Case Law

CENVAT Credit Input service- Bills received at Headquarters transferred to one factory- it does not amount to distribution of service- Credit could be taken by the factory based on duty paying documents addressed to main office, without assessee getting registered as ‘input service distributor’- it was more so in view of proviso to Rule 9(2) of CENVAT Credit Rules, 2004. [Source: Valco Industries Ltd v Commissioner of C. Ex., Chandigarh, 2012 (28) STR 457 (Tri-Del.).] Adjustment of Excess Payment Adjustment of excess payment- Benefit of Rule 6(3) of CENVAT Credit Rules, 2004 not extended for period April 2007 onwards in view of provisions of Rule 6(4B)(iii) ibid- HELD: Rule 6(3) continues to remain on statute- All conditions of impugned rule stand fully specified- Therefore, benefit to available for subsequent period, also- Reference to Rule Rule 6(4B)(iii) ibid not called for- Impugned order set aside- Section 11B of Central Excise Act, 1944 Rule 6(3) of CENVAT Credit Rules, 2004. [Source: Haidergarh Chini Mills v Commr. of Cus., C. Ex. & S.T., Lucknow, 2012 (28) STR 465 (Tri-Del.)] Service Tax on Construction of Residential Complex Construction of Residential Complex service- Construction of 15 independent residential units- HELD: as per definition of ‘Residential Complex’ under Section 65(91a) of Finance Act, 1994, service tax is applicable if building consists of more than 12 residential units- Levy inapplicable to compound having many buildings of not more than 12 residential units. [Source: A.S. Sikarwar v Commissioner of Central Excise, Indore, 2012 (28) STR 479 (Tri-Del.).]


Refund of Service Tax Paid for Fumigation Refund- Claim- Fumigation Charges- Refund claim allowed as fumigation mandatory for export of agricultural products-HELD: Fumigation, specialized cleaning process requiring to satisfy condition of Notification of written agreement between buyer and seller- Absence of such agreement- Therefore, assessee ineligible for refund- Section 11B of Central Excise Act, 1944 as applicable to Service Tax vide Section 83 of Finance Act, 1994. [Source: Commissioner of C. Ex., Ahmedabad v Gokul Refoils & Solvents Ltd., 2012 (28) STR 488 (Tri-Ahmd.)]

Documents For Availing Credit CENVAT Credit- Documents for availing Credit- Debit Note- All relevant information/details as mentioned in any invoice available- Hence, details and genuineness of payment of Service Tax by service provider satisfy conditions mentioned in Rule 9(2) of CENVAT Credit Rules, 2004- No ground for denial of Credit- CENVAT Credit allowed. [Source: IN RE: DSB Cholamandalam Securities Ltd., 2012 (28) STR 529 (Commr. Appl.) ]


Company Law Updates Circular/ Notification/ Guidance

Filing of Cost Audit Report and Compliance Report in the eXtensible Business Reporting Language (XBRL) mode In continuation of MCA’s General Circular Nos. 8/2012 dated May 10, 2012 [as amended on June 29, 2012] and 18/2012 dated July 26, 2012, it has been decided that all cost auditors and the companies concerned are allowed to file their Cost Audit Reports and Compliance Reports for the year 2011-12 [including the overdue reports relating to any previous year(s)] with the Central Government in the XBRL mode, without any penalty, within 180 days from the close of the company’s financial year to which the report relates or by January 31, 2013, whichever is later. [Source: General Circular No. 43/2012 dated 26th December, 2012] The Companies Directors Identification Number (Third Amendment) Rules 2012-DIN1 In exercise of the powers conferred by clause a and b of sub-section (1) of section 642 read with section 266A, 266B, 266D and 266E of the Companies Act, 1956 (1 of 1956), the Central Government hereby amends the Companies (Director Identification Number) Rules, 2006. These rules may be called as the Companies Director Identification Number (Third Amendment) Rules, 2012. These rules shall come into force with effect from the 25th December, 2012. In the said rules, E-form DIN-1 has been substituted by a new E-form DIN-1. [Source: Notification No. G.S.R. (E) dated 24th December, 2012]

The Companies Directors Identification Number (Third Amendment) Rules 2012-DIN4 In exercise of the powers conferred by clause a and b of sub-section (1) of section 642 read with section 266A, 266B, 266D and 266E of the Companies Act, 1956 (1 of 1956), the Central Government hereby amends the Companies (Director Identification Number) Rules, 2006. These rules may be called as the Companies Director Identification Number (Third Amendment) Rules, 2012. These rules shall come into force with effect from the 25th December, 2012. In the said rules, E-form DIN-4 has been substituted by a new E-form DIN-4. [Source: Notification No. G.S.R. (E) dated 24th December, 2012]

The Cos (Central Govt.) General Rules and Forms (Seventh Amendment) Rules 2012 In exercise of the powers conferred by sub-section (1) of section 642 read with section 610B of the Companies Act, 1956 (1 of 1956), the Central Government hereby amends the Companies (Central Government’s) General Rules and Forms, 1956. These rules may be called as the Companies (Central Government’s) General Rules and Forms (Seventh Amendment) Rules, 2012. These rules shall come into


force with effect from the 25th December, 2012. In the said rules, E-form 18 has been substituted by a new E-form 18 according to which address proof would be required for registered office of the Company. [Source: Notification No. G.S.R. (E) dated 24th December, 2012]

Filing of Form 68 for rectification of mistakes in Form 1, Form 1A and Form 44-regards It has been decided to allow the companies incorporated prior to the year 2009 and to other companies which could not avail of the facility of rectification of mistakes in Form 1, 1A and 44 by filing Form 68 earlier, can now rectify mistakes in Forms 1, 1A and 44 by filing the Form 68 on payment of requisite fees. A fee of Rs.1000 in case of Form No.1 and Form No.1A and Rs.10000 for Form No.44 should be paid. Form 68 may be filed for rectification of mistakes in the forms referred above within a period of 180 days from the effective date i.e. 23rd December, 2012. [Source: General Circular No. 42/2012 dated 21st December, 2012]

Delegation of Powers U/s 388 B, 388C, 388E to RBI (Banking Regulation Act) In exercise of the powers conferred by sub-section (1) of section 637 of the Companies Act, 1956 (1 of 1956), the Central Government hereby delegates its powers under sections 388B, 388C and 388E of the said Act in relation to banking companies falling within the purview of the Banking Regulation Act, 1949 (10 of 1949) to the Reserve Bank of India subject to condition that the Central Government may revoke such delegation of powers or may itself exercise the powers under the said sections, if, in its opinion, such a course of action is necessary in the public interest. [Source: Notification No. S.O. (E) dated 21st December, 2012]

Amendment of Companies (Central Government's) General Rules and Forms, 1956 In exercise of the powers conferred by sub-section (1) of section 642 read with section 610B of the Companies Act, 1956 (1 of 1956), the Central Government hereby amends the Companies (Central Government’s) General Rules and Forms, 1956.These rules may be called as the Companies (Central Government’s) General Rules and Forms (Seventh Amendment) Rules, 2012.These rules shall come into force with effect from the 23rd December, 2012. In the said rules, E-form 23C has been substituted by a new E-form 23C. [Source: Notification No. G.S.R. 906 (E) dated 19th December, 2012] Filing of Balance Sheet and P&L A/c in XBRL mode for the financial year commencing on or after 01.04.2011-Corrigendum to General Circular No. 39/2012 In continuation of General Circular No. 39/2012 dated 12.12.2012 of this Ministry on the subject cited above, the following words in Para-1 “or within 30 days from the date of AGM of the Company” should be read as “or within 30 days from the DUE date of AGM of the Company.” [Source: General Circular No. 41/2012 dated 18th December, 2012]


No Objection Certificate (NOC) from the concerned regulator/Institute for LLP name approval/incorporation In continuation of the Ministry’s Circular No 2/2012 dated 1st March, 2012 on registration of companies or LLPs where one of their objects is to carry on the profession of Chartered Accountant, Company Secretary, Cost Accountant, Architect, etc. relating to the requirement of obtaining NOC from the concerned regulator, it is hereby stated that the approval of the council/regulator governing the profession shall be obtained both at the time of application for incorporation and while seeking to change the name of an existing Limited Liability Partnership. [Source: General Circular No. 40/2012 dated 17th December, 2012]

Filing of Balance Sheet and profit and Loss Account in XBRL mode for the financial year commencing on or after 01.04.2011 In continuation of General Circular Nos. 16/2012 dated 06.07.2012 and 34/2012 dated 25.10.2012 on the subject cited above, Ministry of Corporate Affairs clarify that the time limit to file the financial statements in the XBRL mode without any additional fee/penalty has been extended up to 15th January, 2013 or within 30 days from the date of AGM of the Company, whichever is later. [Source: General Circular No. 39/2012 dated 12th December, 2012]


RBI UPDATES CircularExternal Commercial Borrowings (ECB) for the low cost affordable housing projects On a review of the policy related to ECB and keeping in view the announcement made in the Union Budget for the Year 2012-13, it has been decided to allow ECB for low cost affordable housing projects as a permissible end-use, under the approval route. ECB can be availed of by developers/builders for low cost affordable housing projects. Housing Finance Companies (HFCs)/National Housing Bank (NHB) can also avail of ECB for financing prospective owners of low cost affordable housing units. [Source: RBI/2012-13/339 A. P. (DIR Series) Circular No. 61 dated 17th December, 2012]

External Commercial Borrowings (ECB) Policy – Review of all-in-cost ceiling It has been decided that the all-in-cost ceiling as specified in A.P. (DIR Series) Circular No. 99 dated March 30, 2012 will continue to be applicable till March 31, 2013 and subject to review thereafter. [Source: RBI/2012-13/338 A. P. (DIR Series) Circular No. 60 dated 14th December, 2012]


CORPORATE FINANCE

Latest News Private Equity PE Deals In Healthcare Segment PE investments in Indian healthcare have nearly quadrupled to $520.36 Mn so far this year from $137.41 Mn in the same period a year ago. Goldman Sachs Group, Warburg Pincus LLC, Sequoia Capital and the Government of Singapore Investment Corp are among investors that pumped $520 million into India’s basic healthcare industry this year, compared with $137 million in 2011. Some analysts predict investment will surpass $1 billion in 2013. Top 5 Healthcare Deals this year:

Company Amount ($ Mn) Investors Care Hospitals 110 Advent Capital DM Healthcare 100 Olympus Capital Vasan Eye Care 100 GIC

Super Religare Lab 66 IFC, NYLM India Nova Medical Centres 54 Goldman Sachs, NEA

[Source: Thomson Reuters, December 27, 2012] Matrix Partners invests in enhanced Aesthetic Matrix Partners has invested around Rs. 30 Cr in Cosmetology Chain – Enhance Aesthetics & Cosmetic for 20% stake in the company. The fund will be used by the company to expand nationally and overseas. The company is planning to open 20 centres across the country over the next three years. Founded by Cosmetic, Plastic and Hair transplant surgeon – Manoj Khanna, Enhanced Aesthetic and Cosmetic Studio offers services such as hair transplant, weight loss surgeries and other enhancements and has centres in Delhi, Mumbai and Kolkata. Manoj Khanna is known to have treated famous cricketers, television commentators and Bollywood stars. [Source: Economic Times, December 4, 2012] Indiareit Fund Exits Three Realty Investments Indiareit Fund Advisors, the real estate PE arm of Piramal Enterprises has announced exits worth R440 Cr from three of its investments. The exits included a phased stake sale in a special economic zone and a residential project in Pune and another residential project in Mumbai's western suburbs. The SEZ in Pune is being developed by Paranjape Schemes with a total development potential of 2.9 Mn sq ft of which 1.48 Mn sq ft (Phase I) is currently built and leased to marquee tenants like Accenture, Cisco, L&T, Persistent, KPIT and Crisil. [Source: The Hindu Business Line, December 4, 2012]


Premji invest buys stake in packaged foods maker - Heritage Foods Azim Premji's PE arm Premji Invest bought a stake in Heritage Foods. However the details of the deal were not disclosed and it could be a possibility that the stake might be bought from the recent stake seller – Kotak India Focus Fund. Kotak recently sold over 5.64% of its previously held 8.93%. [Source: Deal curry, December 5, 2012] Stan Chart PE invests in Ocean Sparkle Standard Chartered PE has invested R200 Cr for minority stake in Ocean Sparkle Limited, a port operations and management services company. The company will use part of the funds for financing its capital expenditure and remaining to expand the client base and add new businesses catering to offshore exploration. As part of this investment, Rahul Raisurana, MD, Standard Chartered PE will join OSL’s Board. Promoters - a group of marine professionals hold 55% stake in the company leaving the rest with financial investors like IFC Washington, Eredene Capital, India Equity Partners and Park Equity Holdings. [Source: Livemint, December 6, 2012] Update: Temasek Invests In Godrej Agrovet Temasek has entered into a definitive agreement to acquire a 19.99% in Godrej Agrovet Limited for a consideration of R572 Cr. The investment will be a combination of primary and secondary investment with the primary investment intended to support GAVL’s future expansion plans, BSE filing stated. HSBC acted as the advisor to the transaction. Godrej Agrovet, a subsidiary of Godrej Industries Limited is a diversified agribusiness company dedicated to improving the productivity of Indian farmers by innovating products and services that sustainably increase crop and livestock yields. [Source: Dealcurry, December 17, 2012] HDFC PMS Exits Marvel Realtors' Pune Project After selling its stake in a Mulund project by Runwal Group in October, HDFC PMS sold 49% stake in a luxury villa and apartment project in Pune for R100 Cr. With that, HDFC made a return of 46% over a year. It had invested R67 Cr last year during the land acquisition stage. The Runwal project exit was done at R250 Cr by selling 50%. HDFC had put in money at the early stage of land acquisition with the project having a total investment of R275 Cr. [Source: Economic Times, December 17, 2012] Times Internet makes two investments: Zipdial And Fab.com Times Internet Ltd., the technology arm of the The Times Group has made an undisclosed amount of investment in Mumbai Angels backed Zipdial and Fab.com. The investment follows recent activities in both the firms. Whereas Zipdial raised seed investment of more than $250,000 from 500 Startups, Fab.com acquired its tech partner True Sparrow Systems. [Source: Deal Curry, December 19, 2012] Sequoia backed Glocal Healthcare plans fund raise


Glocal Healthcare, a rural hospital company, is seeking equity infusion for its proposed expansion drive. The company is on course to expand across six states, namely West Bengal, U.P, Bihar, Chattisgarh, Jharkhand and Odisha. It has outlined a capex of R400 Cr to be split into 70% debt and 30% equity. The equity part will be taken care of by R60 Cr of promoter infusion and R60 Cr through additional fund raise which will include existing PE funds Sequoia and Elevar with an attempt to broadbase the investor pool. [Source: Deal curry, December 24, 2012]

Fortis Healthcare to cut stake through OFS & PE Investment Fortis Healthcare, after announcing the sale of majority stake in Dental Corp. to British healthcare firm Bupa for A$270 Mn, is set to raise around R900 Cr by trimming down the promoter stake. The move, which is triggered by the SEBI’s mandate to have a cap of 75% for promoter stakeholding, will see both the promoting brothers Malvinder and Shivinder Mohan Singh selling 16.5% stake through OFS and part sale to PE funds. Promoters have 81.48% in the company as on the latest quarter ending shareholding pattern. [Source: Deal Curry, December 26, 2012] Clariant AG sells part of specialty chemical biz to SK Capital for $550M In the second phase of strategic restructuring, the Swiss firm has lined up its business units of leather services and detergents & intermediates. Swiss specialty chemical giant Clariant AG has struck a deal to sell its international textile chemicals, paper specialities and emulsions businesses including its Indian operations, to global private equity firm SK Capital for around $550 million. The deal value for the Indian operations, housed under the public-listed firm Clariant Chemicals (India) Ltd, was not disclosed separately. These businesses are part of the larger segment of dyes & specialty chemicals unit of the Indian arm that churned out revenues of Rs 577 crore in CY2011. [Source: frrole, December 27, 2012]


Merger & Acquisition Top 5 M&A deals of 2012

ONGC Videsh buys $5 billion stake in Kazakhstan oilfield Diageo to buy 53.4 per cent in United Spirits for $2.1 billion Hinduja’s Gulf Oil buys Houghton for $1.05 billion Rain Commodities buys Rutgers for $0.91 billion GSPC acquires Gujarat Gas for $0.67 billion

Dalmia Cement takes a further 26 percent stake in Calcom Cement India Ltd Dalmia Cement (Bharat) has added a further 26% to its stake in Kolkata-based Calcom Cement India Ltd at a price of Rs.77.16 crore (US$14 million). Calcom is in the process of expanding its production capacity to 2.1 million tpa, putting it in a strong position to supply its local markets in north eastern India; at present, almost half of the region’s 5 million tpa demand is supplied by non-local sources. [Source: Indiape.com, December 1, 2012] Piramal Enterprise acquires Abacus International: routes the buy through newly acquired Decision resources Decision Resources Group, the American subsidiary of Piramal Enterprises, has acquired British firm Abacus International for an undisclosed amount. Results Healthcare, a division of Results International, acted as advisors to Abacus International. A BSE filing by Piramal reveals that the acquisition will help expand Decision Resource’s market acess capabilities and that Abacus will now be part of the Market Access Business Unit at Decision Resource. [Source: Hindu Business Line, December 4, 2012] Japanese Firm SDS Biotech acquires Sree Ramcides SDS Biotech KK of Japan has acquired 65% stake in agri input maker Sree Ramcides. In a filing with the Tokyo Stock Exchange, SDS said the stake will be bought for R100 Cr (Yen 1495 Mn) and that the deal will conclude by January next year. With that, PE investor, ePlanet, is said to have exited by selling its full stake along with the promoters cutting their stake. [Source: Times of India, December 6, 2012] Wipro acquires Singaporean FMCG Firm - L.D. Waxson FMCG and IT major Wipro Limited has acquired East Asian skincare focused company L.D. Waxsons Group. The 100% shareholding agreement was concluded for an all cash consideration of $144 Mn and will help Wipro scale to the top position in the facial skincare market in Malaysia and Singapore along with expansion of its Chinese presence and other Asian markets. [Source: Business Standard, December 9, 2012] Wipro Divests Sunflower Brand To Cargill Wipro Limited has divested decades old Vanaspati Brand ‘Sunflower’ to American food producer and marketer Cargill India. The decision of divesting Sunflower brand will help the company to focus on


core market segments like Personal Care, Skin Care, Wellness and Lightning business. The acquisition of Indian brand is expected to bolster Cargill's consumer brand portfolio and expand its market reach. [Source: Business Standard, December 11, 2012] British Telecom Exits Tech Mahindra BT has sold its remaining 9.1% stake in Tech Mahindra for around $183 Mn by offloading more than 11.6 Mn shares through block deals. The shares were sold for a floor price of R855 per share, a discount to the current market price, according to Reuters which saw the term sheet. Credit Suisse and JP Morgan advised BT on the share sale. [Source: Economic Times, December 12, 2012] Punjab Grill Founder Jiggs Kalra Forms New Resto Chain JV With Mirah Hosp. Jiggs Kalra has entered into a new JV with Mirah Hospitality to set up restaurant chain and sweet shops, a quick move by Kalras after exiting the running JV of Punjab Grill. The new JV entity will be called Massive Restaurants and Kalras are set to own majority stake with the minority lying with Mirah and will operate under three brand verticals of Fine-Dining Restaurants, Smart Casual Dining Restaurants and Luxury Mithai. [Source: Deal curry, December 13, 2012] Gitanjali Group Acquires Nirvana And Viola Brand Gitanjali Group has acquired two domestic brands - Nirvana and Viola along with State-of-the-art manufacturing facility through its subsidiary Spectrum Jewellery Limited, BSE filing stated. The acquisitions will help Gitanjali Group to further expand its retail network and increase its market share in the organized retail space, Nirvana and Viola will receive a boost to their brand value from Gitanjali's powerful marketing and distribution capabilities. Nirvana is a 15-year diamond jewellery brand and is sold through over 106 shop-in shops across the country, particularly in the West and South, which together account for 70% of its revenues. [Source: Business Standard, December 13, 2012] Talwalkars Enters Into JV With David Lloyd Leisure Listed gym operator Talwalkars has entered into a JV with British sports firm David Lloyd Leisure to enhance into the leisure and sports club space in India. The entity will be known as Talwalkars David Lloyd Leisure Consulting and it aims to provide consulting services for leisure and sports clubs in high-end residential complexes, gated community townships and corporate campuses. No investment amounts and stake allocation details were revealed though. David Lloyd Leisure has 30 years of expertise and strategic knowledge on costs, implementation and execution of such clubs. [Source: Deal Curry, December 13, 2012] Japan’s Nabtesco picks 49% stake in auto component JV with Uno Minda The JV firm will set up a new manufacturing plant at Pantnagar, Uttarakhand, with production expected to commence in July 2014. Nabtesco Automotive Corporation, a Japanese firm specialising in air-brake components, has joined hands with Indian auto components manufacturerUno Minda for design,


manufacture and sale of air-brake products for medium & heavy commercial vehicles and clutch products for passenger vehicles. [Source: Times of India, December 14, 2012] Germany’s Gerresheimer AG acquires 75% stake in Triveni Polymers In April this year, Gerresheimer AG acquired 70 per cent stake in Mumbai-based Neutral Glass and Allied Industries. Germany’s Gerresheimer AG, a specialist in advanced glass and plastic products, has acquired 75 per cent stake in Delhi-basedTriveni Polymers Pvt Ltd for an undisclosed amount. [Source: Economic Times, December 18, 2012] Transasia Bio-Medicals acquires US firms drew scientific and JAS diagnostics This is the fifth acquisition by the Mumbai-headquartered diagnostic company in 2012. Mumbai-headquartered diagnostic firm Transasia Bio-Medicals Ltd has acquired two US-based companies, Drew Scientific Inc and JAS Diagnostics Inc, from Escalon Medical Corp. The acquisitions were done through Transasia’s US arm, Erba Diagnostics, and would cover the entire business of the two firms including plants and intellectual assets. [Source: Deal Curry, December 19, 2012] DLF sells Aman Resorts in a management buyout by its founder for $300M Last month, DLF also completed a transaction to sell its 17 acre plot in Mumbai to Lodha Developers in a deal worth Rs 2,700 crore or $488 million. DLF Ltd is selling Silverlink Resorts Ltd, the holding company for the luxury hospitality group Aman Resorts, in a management buyout transaction. It is being sold back to its founder and chairman Adrian Zecha, at an enterprise value of $300 million. The deal, which has been in the making for long, is one among the key non-core assets put on the block by the debt-laden DLF, India’s largest listed property developer. [Source: Indian Express, December 20, 2012]

Ammann Group to buy 70% in road construction equipment biz of Apollo Group for $51M The joint venture is expected to be formed with all related transactions by mid April 2013. Swiss engineering firm Ammann Group is picking 70 per cent stake in the consolidated road construction equipment business of Gujarat-based Apollo Group in a deal valuing the business at Rs 400 crore ($73 million). [Source: frrole.com, December 20, 2012] Sesa acquires balance 49% stake in Liberia project for $33.5 mn Vedanta Group firm Sesa Goa on Friday said it has acquired remaining 49 per cent stake in Liberia’s Western Clusters project for USD 33.5 million (about Rs 185 crore). “Sesa Goa has acquired the remaining 49 per cent of the outstanding common shares of Western Cluster Ltd (WSL) from Elenilto Minerals & Mining LLC Delaware, for a cash consideration of USD 33.5 million,” the company said. Post this transaction, Sesa’s shareholding in WCL rose to 100 per cent. The company had acquired 51


per cent stake in WCL for about USD 90 million (about Rs 411 crore) last year. WCL is a logical and strategic fit with Sesa’s existing iron ore business. [Source: Business Standard, December 22, 2012] Saxon Global acquires Bangalore-based data analytics firm ISAC Global The acquisition is expected to boost expertise in big data analytics and web intelligence. US-based data and analytics consulting company Saxon Global Inc has acquired Bangalore-basedIdeas Software and Consulting Pvt Ltd (ISAC Global), a boutique big data and web intelligence solutions firm for an undisclosed amount. [Source: Vccircle, December 28, 2012]

Venture Capital Most active VC firms of 2012

Accel Partners Blume Ventures Sequoia Capital India Nexus Venture Partners Tiger Global and Inventus Capital

Tata Capital Acquires Stake In Pluss Polymers Tata Capital Innovations Fund, VC firm headed by Tata Capital, invested R15 Cr in specialized polymer maker Pluss Polymers Pvt. Ltd. through equity infusion. The company is in the business of R&D and manufacture of specialized polymers and phase change materials (PCM) and the funds will be utilized to enhance R&D and manufacturing initiatives. Pluss was incorporated in 1993 to commercialise the technology for grafted modified polymers and alloys and blends. [Source: Deal Curry, December 1, 2012] Mumbai Angels Backed Zipdial Raises Seed Investment


Zipdial Mobile Solutions Private Limited, a mobile solution startup in Bangalore has secured seed investment from 500Startups, US based early stage seed fund and incubator. The fund invested more than $250,000 which will be used to expand its presence in international market. Last year, the company raised Series A investment of over $800,000 USD from both Indian and US angel investors, led by Mumbai Angels. [Source: Deal Curry, December 4, 2012] Telephony startup - Plivo raises seed funds from battery ventures, Qualcomm & Horowitz Plivo, a voice and messaging applications platform, raised around $1.75 Mn of seed funds from Andreessen Horowitz, Battery Ventures, Qualcomm Incorporated and SV Angel. In July this year Plivo was admitted to the incubation programme of Y Combinator, a Silicon Valley seed fund and as part of the programme the company is entitled to receive close to $150,000 in the form of convertible debt from Ron Conway, Andreessen Horowitz and Silicon Valley investor Yuri Milner which is transferred to equity when the startup raises first round of formal capital. [Source: Deal Curry, December 4, 2012] Early Stage Investor Naya Ventures Closes First Round Of Its $50 Mn Fund Naya Ventures, focused on early stage investments in the cloud and mobile space, announced the first closing of its $50 Mn (R250 Cr) fund. The fund is aiming at a full closure in the coming 12 months. Investment range by the firm lies in between $250,000-$3 Mn and generally looks to pick up a minimum of 5-10% or more stake in the investing company. Also it targets around 15-20 companies in its portfolio. Naya Ventures, started last year, is an early-stage VC firm focused mainly on U.S and India and it invests and partners with companies that offer products and service in the Mobile and SaaS platforms. [Source: Deal Curry, December 7, 2012] Blume Ventures, First Light And Unitus Seed Fund Invest In MadRat Games Blume Ventures, Unitus Seed Fund and First Light Ventures has invested about $500,000 in MadRat Games Private Limited, that offers online and mobile Indian language learning game called – Aksharit. Founded in 2008 by three IIT graduates - Rajat Dhariwal, Madhumita Haldar and Manujh Dhariwal, MadRat Games has developed Aksharit, the game in an Indian language version of Scrabble. [Source: Siliconindia.com, December 10, 2012] Ecosystem Ventures Invests In SimpliBuy Ecosystem Ventures has invested undisclosed amount in SimpliBuy Technologies Private Limited, a technology startup in Pune. Founded by Arun Purohit and Rajeshwari Joshi, SimpliBuy is a technology company involved in creation of a hyperlocal price information system. Its flagship product – WIC (Where is Cheapest Price?) enables users to search product across various categories in 4 cities including Pune, Bangalore, Delhi, Mumbai and Kolkata, according to nextbigwhat.com. [Source: Vccircle, December 10, 2012]


Amplus Realty Fund Invests In Assetz Homes' Bangalore Project Amplus Realty Fund-I, a real estate focused fund in the Gujarat region, made its first investment in a realty project in Bangalore, through a JV with Assetz Homes Pvt. Ltd. The fund has a target corpus of R200 Cr (with a green shoe option of R100 Cr) and is open for subscription for second closing and is expected to achieve its targets by April next year. The JV will invest more than R110 Cr through equity infusion, debt and customer advances to develop mid & high-end residential project. [Source: Economic Times, December 10, 2012] Hotel Software On Cloud - MaxiMojo Raises Funds From Mumbai Angels Mumbai Angels has made yet another investment in cloud startup –Maximojo Software. The amount of investment to be just under R5 Cr in the Pune based startup focusing on providing distribution & revenue management solutions to hotels on the cloud platform. Jai Advani, a seasoned hotelier with multiple properties, will be put on the board of Maximojo. [Source: Vccircle, December 12, 2012] Sequoia Capital Leads Investment in IDG Ventures Backed iCreate An investment consortium led by Sequoia Capital has invested R50 Cr Series B round in data analytics firm – iCreate. Expansion of product offerings, product improvement and geographical expansion are some of the outlined usage of the funds. Gautam Mago from Sequoia will be joining the board of the firm. [Source: Silicon India.com, December 12, 2012] SharedCab Raises Funds From Kae Capital, Blume Ventures Shared Taxi service provider – Sharedcab.com has raised angel investment of around R5 Cr from investor - Anupam Mittal, Sasha Mirchandani (Kae Capital), Blume Ventures, Rajesh Sawhney and few others, according to nextbigwhat.com The funds will be used for product development, marketing and building the organization. Founded by Prakash Sikaria and NV Subramanian, Sharedcab aggregates existing taxi operators and provides shared taxi services to customers for regular travel (available only in Mumbai). [Source: Techcircle, December 12, 2012] Angel Investors In U.S Invest In Cloud Billing Solution - ChargeBee ChargeBee, run by American headquartered BubblePath Inc., raised around $350,000 from undisclosed angel investors in the U.S. The company, based in Chennai, plans to utilize the funds to launch new features, expansion into allied fields of SaaS, digital media and retail subscription commerce and undertake further expansive investments. ChargeBee is currently concentrated on overseas customers mainly drawn from U.S, U.K and Singapore and has only 3 clients from India, as stated on nextbigwhat.com. [Source: Silicon India, December 13, 2012]


Online Retailer - Mirai Store Raises Angel Investment From Prem Kumar M Online retailer – Mirai Store has raised angel investment from Chairman of Uniworld Logistics - Prem Kumar M. The investment will be used in scaling up operations and will also be used for product development, improving logistics, backend systems and in marketing. This investment will also provide MiraiStore.com access to Uniworld’s expertise in Supply Chain, Logistics and Warehousing. Founded by Ram Bhamidi, Asha Shridhar and Sankar Bora, MiraiStore.com is an online retailer that offers a wide variety of fashion and lifestyle products and accessories from across the world for the young. [Source: Deal Curry, December 13, 2012] Bus Ticketing Portal - TicketGoose Plans To Raise VC Funds Ticketgoose.com which had earlier raised R4 Cr angel investment is planning to raise another R25 Cr as second round of funding from VC Funds. The portal is looking to divest around 20% for the same. The company would use these funds on marketing and developing more mobile bus ticketing applications. Launched in 2007, TicketGoose is promoted by Efficsys InfoTech India Private Limited. Ticketgoose provides information like price, availability and booking facility for buses to more than 4500 destinations in South India and currently have more than 250 bus travel partners. [Source: Deal Curry, December 14, 2012] Nexus Venture Backed Vdopia Raises Series B Investment Online video advertising platform – Vdopia has raised $3.4 Mn in Series B round of investment from undisclosed investor. The company raised $4 Mn in 2009 from Nexus Venture Partners. Vdopia is India’s largest online video advertising platform with the widest range of advertising formats for all content online. It also operates the premier iPhone advertising network iVdopia in the USA with unique Pre-App and In-App video advertising formats. [Source: Vccircle, December 17, 2012] Canbank VC invests in Scotts Garments Canbank Venture Capital Fund Limited (CVCFL), a subsidiary of Canara Bank, has picked up 6.11 per cent stake in Bangalore-based Scotts Garments Limited for Rs 20 crore. The CVCFL has made the investment through its Emerging India Growth Fund, a Rs 500 crore fund. Scotts Garments, promoted by Naseer Ahmed in 2002, is a 100 per cent export oriented unit with readymade garment manufacturing facilities at Bangalore and processing unit at Tirupur in Tamil Nadu. The company has been exporting garments to several global brands including Jack & Jones, Veromoda, Only, Marks & Spencer, American Eagle, H&M Hennes & Mauritz, Perry Ellis, Benetton, Walmart and Carrefour among others. The company, which is coming out with an initial public offer (IPO) to raise Rs 155 crore in January 2013, plans to part finance the setting up of new units for trouser manufacturing at Doddaballapur in Karnataka, knitting and fabric processing unit at Kagal in Kolhapur district of Maharashtra. [Source: Business Standard, December 22, 2012] Blume Ventures-backed SportsNest merges with PlayGroundOnline, raises fresh funds from investor


Blume Ventures-backed SportsNest.com, an e-tailer of sports goods, accessories, fitness products and games, has merged with its close rival PlayGroundOnline.com and the joint entity has raised another round of undisclosed funding from the existing investor. [Source: Reuters, December 24, 2012] Kalaari Capital Invests In Inventus Backed Power2SME Kalaari Capital has invested an undisclosed amount in Power2SME, web procurement platform for its rapid expansion plans. As a part of the deal, Vani Kola, MD of Kalaari Capital will join the board of the company. The funds raised will be used to scale up company's presence in Mumbai, Pune, Ahmedabad & Chandigarh, to hire talent and to increase the company's brand visibility. [Source: Vccircle, December 27, 2012] Kae Capital, Mumbai Angels Invest In Squeakee Kae Capital along with Mumbai Angels has invested in yet to launch search engine – Squeakee. The funds will be used to strengthen its team and to scale to more cities, is launching a mobile site and a location-based mobile application in the next few months. Founded by Abrar Shaikh, Squeakee provides online and offline discounts and offers based on location. [Source: Reuters, December 28, 2012]


New Appointments We are pleased to announce the following new appointments to Team RNM:-

CA Tarun Aggarwal Assistant Manager – Internal Audit, graduated in Bachelor of Commerce, Delhi University in 2008. Qualified as a Chartered Accountant in 2012. Having post qualification experience of approx 6 months with K. Prasad & Co. wherein he has done Internal Audit in different sectors like Manufacturing/ Service/ Traders. He joined the RNM Team in January 2013. He is currently working as Assistant Manager – Internal Audit.


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