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Publication on Valuation: Professionals' Insight - Series 2 as brought by Valuation Standards Board, ICAI
February, 22nd 2019
                                                Series-2


Valuation : Professionals' Insight




            Valuation Standards Board ICAI
                         and
      ICAI Registered Valuers Organisation
 The Institute of Chartered Accountants of India
             (Set up by an Act of Parliament)
                     New Delhi
Valuation: Professionals Insight

                      Series -2




                Valuation Standards Board
           ICAI Registered Valuers Organisation
 The Institute of Chartered Accountants of India
            (Set up by an Act of Parliament)
                        New Delhi
© The Institute of Chartered Accountants of India
All rights reserved. No part of this publication may be reproduced, stored in a
retrieval system, or transmitted, in any form, or by any means, electronic
mechanical, photocopying, recording, or otherwise, without prior permission,
in writing, from the publisher.
Disclaimer: The views and opinions expressed in this article are those of the
author and based on his experience and not necessarily those of the Institute
or any other regulatory body. Examples of analysis performed,
methodologies and approaches described within these articles are only
examples which have been truncated with a lot of specifics omitted for brevity
of these articles. They should and must not be utilized `as-is' in the real-world
without having sufficient guidance or experience or otherwise consulting a
professional valuer.


First Edition           :    February 2019

Committee/Department :       Valuation Standards Board

E-mail                  :    valuationstandards@icai.in

Website                 :    www.icai.org

Price                   :    150` /-

ISBN No                 :    978-81-8441-

Published by            :    The Publication Department on behalf of the
                             Institute of Chartered Accountants of India. ICAI
                             Bhawan, Post Box No. 7100, Indraprastha Marg,
                             New Delhi ­ 110 002, India.

Printed by              :    Sahitya Bhawan Publications, Hospital Road,
                             Agra 282 003
                             Feb/2019/1,000
                                                              Message
Valuation as a profession was required to be disciplined for bringing in
uniformity in the practices and procedures followed by Valuation
professionals.
In this direction, the Government of India has come out with a legal
framework for this niche area of practice.
Also, the Institute of Chartered of India through Valuation Standards Board
has issued Valuation Standards which are first of its kind in India for financial
valuation, the same Valuation Standards have also been adopted by ICAI
Registered Valuers Organisation.
In addition to the various joint initiatives of Valuation Standards Board with
ICAI RVO, the ICAI RVO is facilitating the members in enrolling the members
as Registered valuers. ICAI RVO has planned to associate with industry
chambers for organising training/ workshops in India, to train and develop the
Valuers on a continuous basis.
I am very happy that the Valuation Standards Board of ICAI and ICAI
Registered Valuers Organisation (ICAI RVO) have taken the joint initiative
and are bringing this Second Series of publication on `Valuation:
Professionals' Insight' to help the professionals in understanding various
aspects of business valuation from the perspective of other professionals.
I would like to thank the Institute of Chartered Accountants of India for all the
joint initiatives with ICAI RVO. My appreciation to Valuation Standards Board
(VSB) of ICAI under the Chairmanship of CA. M. P. VijaKumar and to the
members of the Board of ICAI RVO, Shri I. Y. R Krishna Rao, Shri Samir
Kumar Barua, Shri Ashok Haldia and Shri biswamohan Mahapatra for this
joint endeavour. I would sincerely thank CA. Naveen N. D. Gupta, CA.
Prafulla P. Chhajed, CA. Nilesh S. Vikamsey and CA. Dhinal A. Shah ­ the
Directors of ICAI RVO, for their guidance and support in this initiative.
I would like to appreciate the efforts put in by CA. Sarika Singhal, Secretary
Valuation Standards Board who is involved in compiling and contributing the
articles.
I am sure that this publication would be of great help to the valuers and other
stakeholders.


                                               Justice Anil R. Dave (Retd.)
                                                                  Chairman,
                                        ICAI Registered Valuers Organisation


Date: 10th January, 2019
Place: New Delhi
                                                            Foreword
With the notification of Section 247 of the Companies Act, 2013 and the
Companies (Registered Valuers and Valuation) Rules, 2017, the valuation
profession in India is also being regulated and disciplined like other
professions through a Regulatory framework. This profession got statutory
status in October, 2017 for the valuations related to the Companies Act, 2013
and the Insolvency and Bankruptcy Code, 2016.
Before this regulatory framework put in place, Valuation practices were not
uniform and there were varied perspectives of the valuers, regulators and
other stakeholders with regard to valuation. Nevertheless, the important
aspects of valuation i.e. trust and confidence of people on valuation remains
the same. Valuation is the most fundamental term during a financing round
but is crucial to understand while deriving the value. In this direction, it
becomes important to understand the various viewpoints on valuation to
make a considered view.
I compliment the Valuation Standards Board and ICAI Registered Valuers
Organisation in taking this joint initiative of bringing out this Second Series of
the publication titled- `Valuation: Professionals' Insight' containing the views/
opinion/ in the form of Articles from valuation professionals.
I extend my appreciation to the entire Valuation Standards Board and
especially to CA. M. P. Vijay Kumar, Chairman Valuation Standards Board
and CA. Dhinal A. Shah Vice-Chairman, Valuation Standards Board to bring
this publication in the form of a Series.
I am sure that this Series of the publication also would be immensely helpful
for the members and other interested readers.


                                                         CA. Naveen N.D. Gupta
                                                                  President ICAI
                                                              Director ICAI RVO
Date: 10th January, 2019
Place: New Delhi
                                                               Preface
The Valuation Standards Board of the Institute of Chartered Accountants of
India has issued ICAI Valuation Standards 2018. These ICAI Valuation
Standards have been made applicable by ICAI for all valuation engagements
on mandatory basis under the Companies Act 2013 for members. In respect
of Valuation engagements under other Statutes like Income Tax, SEBI, FEMA
etc, it will be on recommendatory basis for the members of the Institute.
These Valuation Standards are effective for the valuation reports issued on or
after 1st July, 2018.
ICAI has formulated Valuation Standards on the basis of detailed study of
global practices followed and are in line with/ comparable to the International
Valuation Standards in terms of Valuation Premises, Valuation Bases,
Valuation Approaches and Methodologies, Considerations for arriving at a
value, Factors to be considered while arriving at a value, Format of Valuation
Report and Contents of Valuation Report etc.
ICAI Valuation Standards are at par with the international practices and have
been formulated as per the applicable laws, customs, usages and business
environment prevailing in India and Judgements taken pertaining to
Valuation. They deal with India's special needs and conditions arising from
the India's economic, social and legal environment.
Though the compliance with the Valuation Standards are recommendatory for
chartered accountants who are not enrolled with ICAI Registered Valuers
Organisation for Valuation under any Statute except under the Companies
Act 2013. We encourage the members to follow the Valuation Standards 2018
so as to adopt uniform and best practices.
As part of its continuous endeavor towards enrichment of knowledge, the
Valuation Standards Board jointly with ICAI Registered Valuers Organisation
has decided to bring out Second Series of the publication titled "Valuation:
Professionals' Insights" covering some practical insights on valuation, to
share these insights to valuers' and users of valuation reports.
This publication is a compilation of diverse valuation topics authored by
leaders in the profession. Its purpose is to advance knowledge and
understanding of the professional practices.
We may mention that the views expressed in this publication are the views of
the authors and are not the views of the Institute. The purpose of this
publication is to provide an overview of the valuation involved in mergers,
amalgamation, options, business, case studies by compiling articles.
We wish to express our sincere thanks to President of ICAI and Director ICAI
RVO CA. Naveen N. D. Gupta and Vice President, CA. Prafulla P Chajjed for
their guidance and support to the activities of the Board.
We express our sincere gratitude towards the Board of ICAI RVO comprising
of Hon' ble Mr. Justice Anil R. Dave (Retd.), Chairman of the Board and other
Directors, Shri I.Y.R Krishna Rao, Shri Biswamohan Mahapatra, Shri Ashok
Haldia, CA. Nilesh S. Vikamsey, Immediate Past President, ICAI for joining in
this endeavour.
We wish to place on record, the appreciation to all Members of the Board,
Co-opted members and Special Invitees for their support and guidance in
bringing out this publication.
We would also like to thank CA. V Pattabhi Ram, CA. Srinivas Reddy, S.
Ramakrishnan, Shri Sachin Shirol, CA Rajan Wadhawan, CA. T. V.
Balasubramanian, CA Siddharth Banwat, CA Kush Vatsaraj, CA. Manoj
Sharma, CA. Devarajan Krishnan, CA. Parag Kulkarni, CA. Abraham
Mathews, CA. Dipam A. Patel, CA. S Srikanth, CA. Aparna Khatri, CA. M.
           CA. Yogesh Sundaram, CA. Amrish Garg, CA. Rajalakshmi
Sriram, CA. Gandharv Jain, CA. Chander Sawhney, CA Shruthi
Sathyanarayanan, and CA. Manish Baxi who have contributed articles.
We sincerely appreciate CA. Sarika Singhal, Secretary Valuation Standards
Board for contributing articles and providing the technical and administrative
support.
We are sure that this Second Series of the publication would be warmly
received by the members and they would find it immensely useful in
improving quality of their valuation assignment.


CA. M. P. Vijay Kumar                                    CA. Dhinal A. Shah
Chairman                                                      Vice Chairman
Valuation Standards Board, ICAI              Valuation Standards Board, ICAI


Date: 10th January, 2019
Place: New Delhi
                                                                                 Contents

1. Rising Domain of Valuation and Emerging Professional
   Opportunities for Indian CAs................................................................. 1
2. Distinguishing Features of ICAI Valuation Standards 2018 ...................15
3. Valuation ­ Some Basics Relating to Cash Flow and Discount Rate .....22
4. Levels of Value ...................................................................................32
5. Effect of Due Diligence on Valuation ­ A Practical Perspective.............44
6. Terminal Value ­ The Elephant in the Valuation ...................................48
7. Discount Cash Flow Method ­ Key Considerations ..............................51
8. Valuations under the Discounted Cash Flows Approach .......................55
9. Handling Negative Working Capital in the DCF Model ..........................61
10. Cash Flow Projections ­ How important it is for Valuation
    through DCF? .....................................................................................66
11. IND AS 113 ­ Fair Value Measurement ...............................................70
12. Factors of Valuation ............................................................................75
13. Valuation under various Laws ..............................................................86
14. Regulatory Valuations in India and Professional Opportunities .............93
15. Bias in Valuation ............................................................................... 102
16. Start-Up Valuation ............................................................................. 107
17. Start-ups & Valuation ........................................................................ 114
18. Valuation of Fixed Income Securities ................................................. 123
19. Valuation of Financial Guarantees ­ Increasing Complexities
    under IND AS 109 Decoded .............................................................. 130
20. ESOP as a Share Based Transaction ................................................ 139
21. Valuation of Options .......................................................................... 145
22. Purchase Price Allocation.................................................................. 153
23. Drug Dealings of 2018 ­ An Overview ............................................... 159
     Bibliography ...................................................................................... 168
                                                                   Chapter 1
            Rising Domain of Valuation and
                    Emerging Professional
               Opportunities for Indian CAs
With the introduction and subsequent adoption of Ind AS by many
Indian companies, the emphasis on valuation has increased. Valuation
field is gaining importance now and is considered as one of the most
critical areas in finance. It plays a key role in many areas of finance
such as buy/sell, solvency and merger and acquisition. It also plays an
important role in the Insolvency Resolution regime where Liquidation
value has to be ascertained by Resolution professional through the
Registered Valuers. Further, the concept of registered valuers has been
institutionalised by including a separate chapter on Registered Valuers
leading to the formalisation and regulation of the Registered valuers
under the Companies Act, 2013. The Rules notified by Ministry of
Corporate Affairs (MCA) have also opened a new domain for
professionals called Registered Valuers. It offers a host of opportunities
to the existing professionals including Chartered Accountants,
Company Secretaries, Cost Accountants and MBA/ PGDBM in finance.
Read on to know more...
The Ministry of Corporate Affairs (MCA) has notified Section 247 of the Act
and Companies (Registered valuers and valuation) Rules, 2017 as on 18th
October, 2017.
Section 247 of the Companies Act, provides that where a valuation is
required to be made in respect of any property, stocks, shares, debentures,
securities or goodwill or any other assets (herein referred to as the assets) or
net worth of a company or its liabilities under the provision of this Act, it shall
be valued by a person having such qualifications and experience and
registered as a valuer in such manner, on such terms and conditions as may
be prescribed and appointed by the audit committee or in its absence by the
Board of Directors of that company.
Valuation Professionals Insight

As per the Companies (Registered Valuers and Valuation) Rules, 2017
issued by the Ministry of Corporate Affairs in October, 2017, the following are
eligible to become registered valuers for the Financial or Securities Asset
Class:
1.    Chartered Accountant, Cost Accountant, Company Secretary, MBA/
      PGDBM in Finance and an individual having post graduate degree in
      finance and
2.    Having at least three years' experience after possessing qualification as
      mentioned above.
Valuation is required in many contexts including investment analysis, capital
budgeting, merger and acquisition transactions, financial reporting, taxable
events to determine the proper tax liability, and in litigation.
There are various sections in the Companies Act 2013, where the valuation is
required to be conducted by a registered valuer.
Requirements of Valuation under various provisions of the Companies
Act 2013 and Rules thereunder and appointment of Registered Valuer:

 S. Purpose               Section                      Rule
 No
 1.     Chapter III-     39 (4)- Allotment of Rule 12 (5)
        Allotment     of Securities by company A     report    of    a
        Securities for                         registered valuer in
        consideration                          respect of valuation of
        other      than                        the       consideration
        Cash                                   shall also be attached
                                               along      with     the
                                               contract as mentioned
                                               in sub-rule (3) and
                                               sub-rule (4).
 2.     Chapter     IV- Section 54 (1)                 Rule 8-Issue of
        Issue of sweat                                 Sweat Equity Shares
        equity shares                                  (6) The sweat equity
                                                       shares to be issued
                                                       shall be valued at a
                                                       price determined by a


                                       2
     Rising Domain of Valuation and Emerging Professional Opportunities...

                                                       registered valuer as
                                                       the fair price giving
                                                       justification for such
                                                       valuation.
                                                       (7) The valuation of
                                                       intellectual property
                                                       rights or of know how
                                                       or value additions for
                                                       which sweat equity
                                                       shares are to be
                                                       issued,      shall  be
                                                       carried out by a
                                                       registered valuer, who
                                                       shall provide a proper
                                                       report addressed to
                                                       the Board of directors
                                                       with justification for
                                                       such valuation.
3.     Chapter IV-        Section 62 (1) (c) -         Rule 13 (1)
       Issue         of   Further issue of share       Provided further that
       Shares         /   capital.                     the price of shares to
       convertible        to any persons, if it is     be issued on a
       securities on      authorised by a special      preferential basis by a
       preferential       resolution, whether or not   listed company shall
       basis        by    those persons include the    not be required to be
       unlisted           persons referred to in       determined by the
       company      for   clause (a) or clause (b),    valuation report of a
       cash or for        either for cash or for a     registered valuer.
       consideration      consideration other than
       other than cash    cash, if the price of such
                          shares is determined by
                          the valuation report of a
                          registered valuer subject
                          to such conditions as
                          may be prescribed.
4.     Chapter IV-     Section 67 (3) (b)              Rule 16 (1) (c)
       Issue of shares                                 Provision of money by

                                      3
Valuation Professionals Insight

       on preferential                company for purchase
       basis.-                        of its own shares by
                                      employees or by
                                      trustees     for   the
                                      benefit of employees.-
                                      where shares of a
                                      company are not
                                      listed on a recognized
                                      stock exchange, the
                                      valuation at which
                                      shares are to be
                                      purchased shall be
                                      made by a registered
                                      valuer;
 5.    Chapter    V- Section 73       Rule 2 (ix)
       Acceptance of                  Provided that if such
       Deposits                       bonds or debentures
       Valuation  of                  are secured by the
       bonds where                    charge of any assets
       secured    by                  referred      to     in
       charge of any                  Schedule III of the
       assets                         Act,         excluding
                                      intangible assets, the
                                      amount of such bonds
                                      or debentures shall
                                      not exceed the market
                                      value of such assets
                                      as assessed by a
                                      registered valuer;
 6.    Chapter    V- Section 73 (2)   Rule 6 ­ Creation of
       Acceptance of                  Security
       Deposits                       Provided that in the
                                      case of deposits
                                      which are secured by
                                      the charge on the
                                      assets referred to in
                                      Schedule III of the Act

                                  4
     Rising Domain of Valuation and Emerging Professional Opportunities...

                                                       excluding intangible
                                                       assets, the amount of
                                                       such deposits and the
                                                       interest       payable
                                                       thereon shall not
                                                       exceed the market
                                                       value of such assets
                                                       as assessed by a
                                                       registered valuer.
7.                       Section 177 (4) (vi)
                         Every Audit Committee
                         shall act in accordance
                         with the terms of
                         reference specified in
                         writing by the Board
                         which shall, inter alia,
                         include,--
                         valuation of undertakings
                         or assets of the company,
                         wherever it is necessary;
8.     Non        cash   Section       192       (2)
       transactions      Restriction on non-cash
       with Directors    transactions involving
       for acquiring     directors.
       assets from the   The notice for approval of
       company           the resolution by the
                         company or holding
                         company in general
                         meeting under sub-
                         section (1) shall include
                         the particulars of the
                         arrangement along with
                         the value of the assets
                         involved      in      such
                         arrangement            duly
                         calculated by a registered
                         valuer.
9.     In case of any Section 230 (2) (c) (v)
       scheme      of

                                      5
Valuation Professionals Insight

       corporate debt any scheme of corporate
       restructuring  debt         restructuring
                      consented to by not less
                      than seventy-five per
                      cent. of the secured
                      creditors    in     value,
                      including a valuation
                      report in respect of the
                      shares and the property
                      and all assets, tangible
                      and intangible, movable
                      and immovable, of the
                      company by a registered
                      valuer.
 10. For valuation       Section 232 (2) (d)
     including swap      Merger               and
     ratio, in case of   amalgamation           of
     any scheme for      companies.
     the                 Where an order has been
     reconstruction      made by the Tribunal
     of the company      under sub-section (1),
     or companies        merging companies or
     involving           the companies in respect
     merger/             of which a division is
     amalgamation        proposed, shall also be
     or demerger,        required to circulate the
     copy of valuer      following for the meeting
     report to be        so ordered by the
     accompanied         Tribunal, namely:--
                         (d) the report of the
                         expert with regard to
                         valuation, if any;
 11. Exit        for Section 232 (3) (h) (B)
     dissenting      where the transferor
     shareholder of company is a listed
     transferor      company      and       the
     company         transferee company is an

                                     6
  Rising Domain of Valuation and Emerging Professional Opportunities...

                      unlisted company,--
                      the transferee company
                      shall remain an unlisted
                      company until it becomes
                      a listed company;
                       if shareholders of the
                      transferor        company
                      decide to opt out of the
                      transferee       company,
                      provision shall be made
                      for payment of the value
                      of shares held by them
                      and other benefits in
                      accordance with a pre-
                      determined price formula
                      or after a valuation is
                      made,        and       the
                      arrangements under this
                      provision may be made
                      by the Tribunal:
                      Provided that the amount
                      of payment or valuation
                      under this clause for any
                      share shall not be less
                      than what has been
                      specified      by      the
                      Securities and Exchange
                      Board       under     any
                      regulations framed by it;
12. Purchase     of Section 236 (2)
    minority        The acquirer, person or
    shareholding    group of persons under
                    sub-section (1) shall offer
                    to      the       minority
                    shareholders     of    the
                    company for buying the
                    equity shares held by


                                  7
Valuation Professionals Insight

                        such shareholders at a
                        price determined on the
                        basis of valuation by a
                        registered   valuer   in
                        accordance with such
                        rules    as   may    be
                        prescribed.
 13. Responsibilities Section 247 Valuation
     of Registered by Registered Valuer
     Valuers          Where a valuation is
                      required to be made in
                      respect of any property,
                      stocks,            shares,
                      debentures, securities or
                      goodwill or any other
                      assets (herein referred to
                      as the assets) or net
                      worth of a company or its
                      liabilities   under    the
                      provision of this Act, it
                      shall be valued by a
                      person having such
                      qualifications        and
                      experience            and
                      registered as a valuer in
                      such manner, on such
                      terms and conditions as
                      may be prescribed and
                      appointed by the audit
                      committee or in its
                      absence by the Board of
                      Directors      of     that
                      company.
 14. Powers and         Section 260 (2) (c)
     duties      of     a valuation report in
     company            respect of the shares and
     administrator      assets in order to arrive


                                    8
    Rising Domain of Valuation and Emerging Professional Opportunities...

       Valuation      in   at the reserve price for
       respect       of    the sale of any industrial
       Shares      and     undertaking      of    the
       Assets to arrive    company or for the
       at the Reserve      fixation of the lease rent
       Price        for    or share exchange ratio;
       Company
       Administrator
 15. Submission of         Section 281 (1) (a)
     report     by
     Company               the nature and details of
     Liquidator in         the assets of the
     case       of         company including their
     winding    up         location   and     value,
     Order      by         stating separately the
     NCLT                  cash balance in hand and
                           in the bank, if any, and
                           the negotiable securities,
                           if any, held by the
                           company:

                           Provided      that      the
                           valuation of the assets
                           shall be obtained from
                           registered valuers for this
                           purpose.

Apart from above, there are many other Statutes like the Insolvency and
Bankruptcy Code, 2016, SEBI, FEMA, RBI wherein valuation is required.
Corporate valuations, whether of physical, financial or intangible assets are
playing an increasing central role in investment decisions as well as risk
assessments. The need to perform credible valuations is well established, for
every transaction of transfer, be it shares, sale of tangible assets such as
land, building, plant and machinery or a strategic investment in intangibles
such as intellectual property. The valuation of businesses and assets is a
multi-faceted discipline driven by various factors such as the purpose of
valuation, statutory requirements, business drivers, macro and micro


                                        9
Valuation Professionals Insight

economic environment, government policies as applicable to the asset being
valued. Theoretically, there are established approaches for valuation.
However, the application of the correct approach and principles is crucial in
determining an accurate fair value.
Recognising the need to have the consistent, uniform and transparent
valuation policies and harmonise the diverse practices in use in India, the
Council of the Institute of Chartered Accountants of India (ICAI) has issued
the ICAI Valuation Standards 2018 which are 1st of its kind in India.
The Valuation Standards that have been issued by ICAI will help the
members in maintaining the consistency in issuing the Valuation reports.
These Standards will also help in providing appropriate content and
disclosures in the valuation report.
These standards come as ICAI's consistent drive to guide its members for
ensuring high quality work and standards.
The last few decades have witnessed amazing strides in the scope of our
profession. We have seen a paradigm shift in the range of services rendered
by chartered accountants. It has occurred due to widespread changes in the
macro-economic scenario, regulatory and legal environment and prevalent
industry practices. With the growing role of Companies Act, 2013, Insolvency
and Bankruptcy Code, 2016, SEBI in controlling the financial market, the
subject of Valuation has gained considerable importance.
Institutional Set Up under the Companies (Registered
Valuers and Valuation) Rules, 2017
1.   Authority, i.e., The Insolvency and Bankruptcy Board of India
2.   Registered Valuers Organisation
3.   Registered Valuers
ICAI Registered Valuers Organisation
For this specific purpose, the Institute of Chartered Accountants of India has
formed a Section 8 private company which has been recognized by the IBBI
as a Registered Valuers Organisation (ICAI RVO) to enroll and regulate
registered valuers or valuer member as its members in accordance with the
Companies (Registered Valuers and Valuation) Rules, 2017, and functions



                                       10
      Rising Domain of Valuation and Emerging Professional Opportunities...

incidental thereto. ICAI RVO is registered for Securities or Financial Assets
Class.
Some of the important Roles of ICAI RVO are as follows-
(a)    ensure compliance with the Companies Act, 2013 and rules,
       regulations and guidelines issued thereunder governing the conduct of
       registered valuers organisation and registered valuers;
(b)    employ fair, reasonable, just, and non-discriminatory practices for the
       enrolment and regulation of its members;
(c)    be accountable to the authority in relation to all bye-laws and directions
       issued to its members;
(d)    develop the profession of registered valuers;
(e)    promote continuous professional development of its members;
(f)    continuously improve upon its internal regulations and guidelines to
       ensure that high standards of professional and ethical conduct are
       maintained by its members; and
(g)    provide information about its activities to the authority.
Rule 5 (1) of the Companies (Registered Valuers and Valuation) Rules, 2017
provides that the authority shall, either on its own or through a designated
agency, conduct valuation examination for one or more asset classes, for
individuals, who possess the qualifications and experience as specified in
Rule 4, and have completed their educational courses as member of a
Registered Valuers Organisation, to test their professional knowledge, skills,
values and ethics in respect of valuation:
Rule 5 (2) provides that the authority shall determine the syllabus for various
valuation specific subjects or assets classes for the valuation examination on
the recommendation of one or more Committee of experts constituted by the
authority in this regard.
IBBI has notified the syllabus and mandated a 50 hours training by the
Registered Valuers Organisation which is a precondition to take examination
to become Registered valuer.
Initiatives taken by ICAI RVO
1.    50 Hours Educational Course by ICAI Registered Valuers
      Organisation which is a precondition to become Registered Valuer:


                                        11
Valuation Professionals Insight

     Registered Valuers Organisations have been given the mandate to
     conduct 50 hours educational course for its valuer members which is a
     precondition for IBBI Registered Valuers Organisation.
     In this direction, from June, 2018 onwards, ICAI RVO has conducted the
     50 hours training across the country and batches have been held at
     Delhi (2), Mumbai (2), Kolkata (2), Chennai, Bangalore, Ahmedabad (2),
     Jaipur, Gurugram, Coimbatore, Hyderabad, Salem, Ernakulam, Pune,
     Indore, Baroda.
     The next batches are planned at Chandigarh, Chennai, Delhi, Mumbai,
     Ludhiana, Rohtak etc.
2.   Valuer Members trained:
     As on date around 1200 members have been trained by ICAI RVO at its
     Educational course of 50 hours.
3.   Registration of Registered Valuers with IBBI for the Asset Class
     Securities or Financial Assets:
     As on date 176 Registered Valuers have been registered by the
     Insolvency and Bankruptcy Board of India under the Asset Class
     Securities or Financial Assets. Out of which, 113 registered valuers
     (64%) are ICAI RVO members.
4.   Study Modules for Educational Course by ICAI RVO:
     Three Study Modules for Educational Course have been prepared to
     help the members in understanding the subject better
     i.     Module 1 covers in detail Overview and Concepts of Valuation
     ii.    Module 2 Covers in detail Valuation Approaches and Methods
     iii.   Module 3 covers- Judicial Pronouncements
5.   Launch of ICAI RVO Learning Management System:
     ICAI RVO has launched its Learning Management System which is an e-
     learning platform which delivers the concepts of the syllabus prescribed
     by the Insolvency and Bankruptcy Board of India in the form of study
     material and supplemented by mock test in Multiple Choice Questions
     format.



                                      12
     Rising Domain of Valuation and Emerging Professional Opportunities...

     This Learning Management System facilitates the members in preparing
     for IBBI Valuer Examination.
6.   Release of ICAI Valuation Standards 2018 and adoption of the same
     by ICAI RVO
     ICAI through its Valuation Standards Board has brought out ICAI
     Valuation Standards 2018 which are first of its kind in India. The ICAI
     Valuation Standards are Mandatory for the members enrolled with ICAI
     RVO under the Companies Act 2013 till the time the Valuation Standards
     are issued by the Government as per Companies (Registered Valuers
     and valuation) Rules, 2018.
     The ICAI Standards are recommendatory for chartered accountants
     for valuation under other Statutes.
7.   Publications issued:
     (i)    Technical Guide on Valuation: The Valuation Standards Board of
            ICAI has brought out the publication on "Technical Guide on
            Valuation". This publication comprehensively covers various
            aspects of valuation. The publication briefly outlines the manner in
            which members may furnish the Report on Valuation.
     (ii)   Valuation: Professionals' Insight: The Valuation Standards
            Board of ICAI jointly with ICAI RVO has brought out the publication
            "Valuation: Professionals' Insight". The purpose of this publication
            is to provide an overview of the valuation involved in mergers,
            amalgamation, options, business, case studies by compiling
            articles. This publication covers some practical insights on
            valuation, to share these insights to valuers and users of valuation
            reports.
8.   Awareness programmes on ICAI Valuation Standards 2018: ICAI is
     organizing awareness programmes on ICAI Valuation Standards 2018
     across the country.
For other details, a professional may refer the website of ICAI Registered
Valuers Organisation. The url of website is www.icairvo.in
Conclusion
While the law provide opportunities to all professionals for enrolling as
Registered Valuers, Valuation is a highly specialised field which can be

                                       13
Valuation Professionals Insight

performed by the professionals having a blend of finance, accounting and law
and Chartered accountants are best suited for valuation as at various levels
of chartered accountancy, the syllabus includes various topics and
methodology of Valuation which creates a strong knowledge base for
Chartered Accountants.
The Institute of Chartered Accountants of India has formed a Section 8
private company which has been recognised by the IBBI as a Registered
Valuers Organisation (ICAI RVO) to enrol and regulate registered valuers
or valuer member as its members in accordance with the Companies
(Registered Valuers and Valuation) Rules, 2017, and functions incidental
thereto. ICAI RVO is registered for Securities or Financial Assets Class.


Recognising the need to have the consistent, uniform and transparent
valuation policies and harmonise the diverse practices in use in India,
the Council of the Institute of Chartered Accountants of India (ICAI) has
issued the ICAI Valuation Standards 2018 which are 1st of its kind in
India. These will help ICAI members in maintaining the consistency in
issuing the Valuation reports.




                                    14
                                                               Chapter 2
            Distinguishing Features of ICAI
                  Valuation Standards 2018
The Institute of Chartered Accountants of India has issued the ICAI Valuation
Standards, 2018 in June, 2018
Applicability of Valuation Standards:
These ICAI Valuation Standards have been made applicable by ICAI for ICAI
members for all valuation engagements on mandatory basis under the
Companies Act 2013. In respect of Valuation engagements under other
Statutes like Income Tax, SEBI, FEMA etc, it will be on recommendatory
basis for the members of the Institute. These Valuation Standards are
effective for the valuation reports issued on or after 1st July, 2018.
ICAI has formulated Valuation Standards on the basis of detailed study of
global practices followed. The followings are in line with/ comparables to the
International Valuation Standards:
·     Valuation Premises
·     Valuation Bases
·     Valuation Approaches and Methodologies
·     Considerations for arriving at a value
·     Factors to be considered while arriving at a value
·     Format of Valuation Report
·     Contents of Valuation Report etc.
Distinguishing features of ICAI Valuation Standards 2018
1.    ICAI Valuation Standards 2018 Standards have been formulated as
      per the applicable laws, customs, usages and business environment
      prevailing in India, Judgements taken pertaining to Valuation. They
      deal with India's special needs and conditions arising from the India's
      economic, social and legal environment. ICAI Valuation Standards
Valuation Professionals Insight

      2018 are home-grown standards which address local issues, concerns
      and questions.
2.    ICAI Valuation Standards 2018 are known widely and available easily
      and the same can be communicated, applied, monitored and enforced
      by the various stakeholders in valuation.
3.    Principles adopted by the ICAI Valuation Standards are globally
      accepted (subject to few changes from India perspective).
4.    Standards have been formulated also considering the Fair Value
      principles as per Ind AS 113 as notified by the Ministry of Corporate
      Affairs as the requirements for valuation under Companies Act is
      essentially in context of fair value requirements of Ind AS Financial
      Statements.
      Market Value
      ICAI Valuation Standard 102 defines Market Value in detail as per Ind
      AS 113 principles. Income tax/ SEBI/ Companies Act/ FEMA
      regulations/ Accounting standards usually use terminology of `Fair
      Value'.
      While the underlying valuation principles of Market Value and Fair
      value (as per the valuation principles/ standards) are similar, use of a
      different terminology may create misunderstanding to users. However,
      Para 19 of ICAI Valuation Standard 102 allows to have market value
      separately from Fair Value, if circumstances require.
      Market Rent
      ICAI Valuation Standard do not provide for the definition of Market
      Rent as the ICAI Standards are for Valuation of Securities or Financial
      Assets.
      Relative Value
      As Per Para 8 of ICAI Valuation Standards 102; Valuation for
      determination of share exchange ratio/ share entitlement ratio in the
      case of amalgamation/ mergers/ demerger are usually based on
      Relative Value, which is an accepted concept based on past judicial
      precedents in India
      Other basis of Value
      Other basis of Value (IFRS/ OECD/ US IRS, etc) need to be
      customised to specifically include Indian tax/ regulatory requirements

                                     16
                 Distinguishing Features of ICAI Valuation Standards 2018

     (eg valuation carried out based on formula prescribed in SEBI/ Income
     tax regulations) as per Para 7 of ICAI Valuation Standard 102.
     Equitable Value/ Investment Value/ Synergistic Value
     Equitable Value/ Investment Value/ Synergistic Value basis considers
     Participant specific perspective. Use of multiple basis of value may
     create misunderstanding amongst users. Therefore, ICAI valuation
     Standards have not defined these values.
     Highest and best use
     ICAI Valuation Standard 102 under para 39 to 48 provides detailed
     guidance on Highest and Best Use.
     An entity's current use of a non-financial asset may be presumed to be
     its highest and best use unless market or other factors suggest that a
     different use by participants would maximise the value of the asset.
     Also, in certain cases, assessment of highest and best use may
     involve considerable subjectivity/ technical assessment and the Valuer
     may base his evaluation considering inter-alia relevant inputs from the
     client, information available in public domain.
     ICAI Valuation Standard 102 provides for the definition of Market
     participants as per Ind AS 113 in para 24.
5.   Para 58 to 60 of ICAI Valuation Standard 102 also defines integration
     cost to be part of Specific Considerations.
6.   Fairness opinion as required under SEBI Guidelines has been
     provided.
7.   Internationally Market Price of traded assets has been covered as
     one of the valuation method under Market Approach in ICAI Valuation
     Standard 103.
     Under ICAI Valuation Standards the same has been captured in Para
     18-20. It is believed that Market Price is very important method in
     Market Approach as in many Regulations such as SEBI Regulations,
     Income Tax Act, FEMA, etc. suggests usage of this method.
8.   Determination of DLOM & DLOC under Market Approach
     As per Para 38- 48, of ICAI Valuation Standard 103, DLOMs and

                                   17
Valuation Professionals Insight

      DLOCs may be applied on the professional judgement of the valuer
      considering the factors such as size and nature, amount/extent of
      control, time and cost associated with marketing, restrictions on
      transfer of subject asset, etc. Due to lack of empirical Data specific to
      Indian markets, it is believed that it should be left to the judgement of
      the professionals.
9.    Under ICAI Valuation Standard 103, DLOM and DLOC need to be
      applied under Income approach while valuing illiquid securities and
      minority interest, which is believed to be more appropriate in such
      cases.
10.   Format of Report has been provided.
11.   Specific guidance has been provided for Subsequent Events.
12.   It has been specifically provided that the valuer has to disclose the
      identity of the expert along with the reliance placed on such expert's
      report. This is pertinent since, in many cases, the valuer may appoint
      another expert to undertake valuation of specialised asset types like
      financial instruments, etc.
13.   ICAI Valuation Standards specifically provide to include the valuer's
      signature along with his identity and other details. This helps in fixing
      responsibility for the contents of a valuation report.
14.   The ICAI Valuation Standard 202 on `Valuation Report and
      Documentation' is very comprehensive than the International
      Standards. There are many important aspects which are included in
      the ICAI Valuation Standards. A summary of such aspects is set out
      below:
      (a) Contents of the valuation report
      Para 10 to Para 35 of ICAI Valuation Standard 202 provides detailed
      guidance on Contents of Valuation Report.
      (b) Independence of the valuer
      Since the independence of the valuer is an important aspect
      determining the reliability of the valuation report, the ICAI Valuation
      Standard 202 provides specific guidance (paragraph 14) that the
      valuer shall be independent of the asset as well as the client for whom
      the valuation is being undertaken. Further, the ICAI Valuation Standard

                                     18
            Distinguishing Features of ICAI Valuation Standards 2018

also states that the valuer should be independent of the user of a
valuation report, where the valuation assignment is commissioned by
one party but the report is intended to be relied on by another user.
(c) Reliance on use of experts
Paragraph 12 of the ICAI Valuation Standard 202 specifically requires
the valuer to disclose the identity of the expert along with the reliance
placed on such expert's report. This is pertinent since, in many cases,
the valuer may appoint another expert to undertake valuation of
specialised asset types like financial instruments, etc.
(d) Disclosure about conflict of interest
Conflict of interest / perceived conflict of interest is an important
impediment in reliance placed on valuation reports. In case such
conflict of interest is not disclosed, there could be significant
misrepresentation. Para 15 of the ICAI Valuation Standard 202
requires a valuer to disclose conflict of interest. Further, ICAI Valuation
Standards prohibit the acceptance of a valuation assignment in case of
any conflict of interest, where local laws prohibit such acceptance.
(e) Signature on the valuation report
Para 27 and 28 of ICAI Valuation Standard 202 requires the valuer to
specifically include the valuer's signature along with his identity and
other details. This helps in fixing responsibility for the contents of a
valuation report.
(f)   Management representations
Since a lot of information provided by management is used in
undertaking valuation, separate paragraphs have been included in the
ICAI Valuation Standard 202 (Para 36 to 38) on accepting
management representations and extent of placing reliance on them.
(g) Documentation
Since documentation is the only way of ascertaining the quality and
extent of procedures carried out by the valuer, the ICAI Valuation
Standard 202 provided detailed guidance on how and what to
document in para 39 to 48.
Detailed guidance on maintenance of records has been provided in
compliance with the Companies Act, 2013 which provides for
maintenance of records for a period of 8 years.


                                19
Valuation Professionals Insight

15. ICAI Valuation Standard 103 encourages use of multiple
    method/approaches
    ICAI Valuation Standard 103 encourages use of multiple
    method/approaches for valuation in such instances to produce a reliable
    indication of value. It is believed that usage of multiple method gives
    greater comfort on outcome as all aspects (Income/Multiples, etc) is
    looked at while finalising the valuation. As compared to single method
    usage of multiple methods gives a better comfort. The Standard also
    provides that if the difference in the values under different approaches/
    methods is material, the valuer need to consider certain factors given in
    paragraph 10 to consider whether the approach/method considered is
    appropriate or not.
    ICAI valuation Standards provides option for Usage of Multiple Valuation
    Methods. It has been left to the Valuer's discretion to use one or Multiple
    Methods and give weightages. It is well established by Indian judiciary
    that multiple methods and weighting same, are considered to be a better
    approximation of fair value in many cases rather than a single method
    value. The erstwhile CCI valuation guidelines, the FDI valuation
    guidelines, Income tax valuation guidelines, etc., recognise multiple
    method valuation and appropriate weighting or establishing a range.
16. Detailed paras on Scope of Work and Terms of Engagement Letter have
    been given.
17. ICAI Valuation Standards do not recommend preparation of cash flows
    as certain professional bodies governing the valuers do not permit
    Valuers to be party to such projections. Under ICAI Valuation Standard
    103 in para 65, the valuer is required to undertake analysis of
    projections to assess risk inherent in its achievability.
18. Detailed guidance has been provided on Analyses and Evaluation of
    asset to be valued. It has been provided that Analyses of asset to be
    valued is based on the following information:
     1.   non-financial information
     2.   ownership information
     3.   financial information; and
     4.   general information


                                       20
                  Distinguishing Features of ICAI Valuation Standards 2018

In addition to the above mentioned distinguishing features, it is stated that
ICAI Valuation Standards 2018 provide principles and detailed guidance and
are user friendly for Indian Valuers.
The Standards are written Standards which are developed in India by the
Institute of Chartered Accountants of India and adopted by ICAI Registered
Valuers Organisation in response to the local needs and conditions after
notifications of Companies (Registered Valuers and Valuation) Rules, 2017
and it is mandatory for the Registered valuers enrolled with ICAI RVO to
follow ICAI Valuation Standards 2018 and ICAI Council has made it
recommendatory for the chartered accountants to follow ICAI Valuation
Standards 2018 as of now.
The Valuers will find it useful as the ICAI Valuation Standards 2018 complies
with the requirements of Companies (Registered Valuers and Valuation)
Rules, 2017. For Example provides minimum content of the Valuation Report
as specified in the said Rules, Code of Conduct of Registered Valuers.
To Conclude
Though the compliance with the Valuation Standards 2018 are
recommendatory for chartered accountants who are not enrolled with ICAI
Registered Valuers Organisation for Valuation under any Statute except
under the Companies Act 2013. We encourage you to follow the Valuation
Standards 2018 so as to adopt uniform and best practices.




                                     21
                                                                  Chapter 3
 Valuation ­ Some Basics Relating to
        Cash Flow and Discount Rate
WE BELIEVE THAT the value of an asset, and of business, comes from the
cash that it is expected to generate and not from the profit that it is likely to
report. Remember: while it is easy to tinker with profit, it's hard to fudge cash
flow.
Secondly, unlike profit, cash flow does not make a song and dance over
capital and revenue. It does not create a fuss over methods of depreciation
and of inventory valuation. And it is unconcerned about the number of years
over which non-cash assets are to be written off. The element of discretion
does not enter in identifying cash flow and to that extent, there is less
corruption in valuation!
Finally, you can never spend profits; you can only pay cash. Hence, it is cash
flow that counts (pun unintended).
Size, Timing, and Quality of cash flow
Three points relating to cash flow matters.
One is the size of the cash flow. The higher the cash flow, the more is the
value. Between two companies, one of which receives more money than the
other, other things remaining the same, the first company commands more
value.
Second is the timing of the cash flow. The earlier the cash flows in; the more
is the value. Between two companies one of which receives the money today,
and the other receives it a year later, other things remaining the same, the
first company commands more value.
Third is the quality of the cash flow. The term `quality' means `repeatability.'
A cash flow that is repeatable is more valuable than a cash flow that is one
time. Cash flow of Rs 10 million through product sales is better than cash flow
of Rs 10 million received through the disposal of a building. This is because
you don't get to sell building every year, while you get to sell products every
year. Similarly, the promise of regular money from an unknown company is
better than a pledge of a one-time cash payment from a reputed company.
          Valuation ­ Some Basics Relating to Cash Flow and Discount Rate

We believe that the client-company knows his business better and is in the
best position to prepare the projected financials. The valuation-analyst
should have a perception of the big picture to be able to assess whether the
projections are prima-facie reliable. He should be able to ask the right
questions and flag dubious assumptions. Trust is an essential ingredient of
the valuation process, yet as the adage goes, "trust; nevertheless verify."
Probability estimates
When we project cash flow, there is no guarantee that they would match the
actual cash flow of the future. The reason is that nobody has seen tomorrow.
Since one shot estimates can go horribly wrong, it is advisable to make
multiple estimates of cash flow with probability estimates. Ideally, three
estimates of cash flow may be made: one, which is optimistic; the second,
which is pessimistic; and the third, which is `most-likely.' Probabilities are
judgmental and are normally based on events that happened in the past.
While such estimates are a function of individual judgment and your judgment
is as good as mine, in the absence of any specific rationale, a 17% probability
could be assigned to each of the optimistic and pessimistic estimate and a
66% probability to the most likely cash flow. The final number would be the
weighted average cash flow with the probability of occurrence as the weight.
The exercise must be carried out for each line item in the cash flow
statement.
The reason for making a line-o-line measurement is that the probability of
some cash flows is more precise than that of other cash flows. For instance,
there is less uncertainty about wage payments where wages are time-based
and agreed upon with the labor union, than there is about sales. Mark it: sale
value is dependent on many imponderables like volume, price, and the
probability of realization.
Timing
In the world of finance, it is often assumed that all cash flows take place at
the end of the year. However, this is entirely unrealistic. In the real world,
payment happens in the course of the year. The rental advance is payable at
the beginning of the year, while the rent is paid every month. Managers take
a year-end number to be conservative. Remember: the further away the cash
flow is, the less is the value. If however a more realistic option of choosing in-
the-course-of-the-year is taken one must average out the year beginning and
year-end present value factor. We like to believe in averages.


                                       23
Valuation Professionals Insight

Value of a player in franchise
How does a franchise decide upon how much to pay for a player? If you think
it is based on the skill set of the cricketer, you are wrong. At the IPL you
would notice that rooky Indians got paid far more than established foreigners.
Different factors come into play in deciding the number. Some of them are:
·    The popularity of the player
·    Advertisement value of the player
·    Merchandise that can be sold because of the player
·    Availability of the player for the entire season
·    Chances of his being selected into the team
·    At what point in time does he come into the auction
·    Which slot is he going to fit into the team?
·    Who is he competing against?
·    How are others bidding for him?
The technically best players are not the ones who command the highest
values. They may be critical for the team's chances, but they aren't paid the
best. Remember, how pay hikes happen in the company? It's not the
technically soundest person who gets the best money.
Factors that drive cash flow
We stressed these to tell you that different factors drive each line of cash
flow. Let's look at another example, namely, sales to understand this. Sale
projection for a hand-held is a function of:
·    Models
·    Volume
·    Selling price
·    Discounts
·    Demographic changes
·    Segmenting, targeting and positioning
·    Credit period


                                       24
          Valuation ­ Some Basics Relating to Cash Flow and Discount Rate

·    History of bad debts
In contrast royalty payments are more straightforward and are linked to
royalty agreements.
Foreign currency and forward rate
Certain cash flows are likely to be in dollars (foreign currency). In such a
case we must convert them to rupee cash flows.
The conversion is done at the ruling forward rate. Such rates are readily
available on Bloomberg. Alternatively you can use the interest rate parity
theory to arrive at an estimate of forward rate. The IRPT seeks to eliminate
arbitrage opportunities. Often, in India, the actual forward rate does not tie
with the estimated forward rate. This is because the dollar is not fully
fungible. It cannot move in and out of India quickly.
In such a scenario there is significant alpha against these values. This means
that the observed rates are different from the estimated rate. For instance, if
the historical estimated 3m forward rate in say Jan 1, 2016, was Rs 65 while
the IRPT suggested say 63, this implies that the observed rate is away by
(2/65 x 100) = say 3.5%.
You might like to compute such alpha over an extended period and arrive at
the average alpha and apply the average to the imputed numbers. Also in the
computations, the time period should be consistent. For the 3m forward rate,
the 3m risk-free rate is to be considered while for the 1year forward rate; the
1year risk-free rate is to be taken. Further, while picking up the forward rate,
be conservative rate. While considering inflows, you must consider the bid
price and while looking at outflows, the ask price.
The IRPT uses the respective country's risk-free rates. You may source these
from the respective country's central bank website.
Horizon value
There is a point beyond which estimates turn out to be elevator-like. It is not
possible to make realistic judgments. For instance, is it possible for you to
imagine where you would be 20-years from today? Well, you might have a
broad vision, but you will not be able to predict it with any degree of accuracy.
There was a time when for project evaluation exercise projections were made
for a ten-year period with appropriate estimates made for three years and
then stagnating the numbers of the third year for the balance period.

                                       25
Valuation Professionals Insight

Sometimes the increment from the fourth year was a fixed percentage. In
later evaluations were scaled down to 7-years. Today, with the kind of
innovations and technology advancements that are taking place, estimates
are possible only for 5-years on the outside except in the case of long-term
project like road projects where you may be required to make it for 15 years.
In any case, projection periods turn out to be far short of the actual life of the
asset.
There are therefore two options for the computation of horizon value that is
value for cash flows beginning in the year beyond which cash flow estimates
are not possible.
One, you could make an estimate of the realizable value of those assets. This
is perhaps the best way forward. But unfortunately, these may not have a
ready-made market! This takes us into the realm of horizon value. Here the
assumption is that the cash flow of the last visible year will continue
permanently into the future. We can also assume a particular growth rate. In
that case, the horizon value is the present value of a growing perpetuity. The
anomaly, in this case, is obvious. First, assets are not expected to last
infinitely into the future. The second is a judgment about growth rate. While
any rate is a fair rate, corporates do not take a rate of increase, which is
higher than the rate at which the GDP is growing. Looks quite fair enough.
One might argue that it could be broken down to the rate at which each sector
is growing! We think it may even be best, at least most conservative to take
a zero growth rate. However, it could undervalue the asset.
In many cases, the horizon value may turn out to be a significant percent of
the final PV. A thumb rule is to restrict the horizon value to 50% of the
present value of the asset. In other words, it is kept at a maximum of 100% of
the cash flow based computed present value.
Assets that don't contribute to the cash flow
Some assets don't add to cash flow but are part of the asset portfolio of the
company. For example real estate. Let's say residential accommodation for
senior staff. Now these have to be naturally valued separately and added to
the value of the asset. The appropriate thing would be to take its liquidation
value without getting into the jazz of doing a cash flow based evaluation. A
second one could be the buildings that are owned by the company. You
should impute a rental value cost to it in arriving at profits. After that
separately evaluate the building. For this asset you may like to do a Relative

                                       26
          Valuation ­ Some Basics Relating to Cash Flow and Discount Rate

Valuation of which we talk a little later here. Other examples of surplus assets
could be investment portfolio. These have a readily available market, and we
should hence take those market values.
Human value
When you buy a business you automatically hire the employees in the
business. Would the selling company want a price for it? Should you do a
human resource valuation? Our view is "No." Humans, unlike assets, can
walk away from your organization at the drop of a hat. You, in that sense,
have no control over them. However, a selling company would want a
payment for handing over a bunch of ready-to-use employees. Our view is
that the amount it seeks for having assembled a strong workforce represents
the premium on the workforce and be taken as a value of the firm. Typically
this should be equal to the amount that you would pay a recruitment agency
for recruiting people. If the market rate for such recruitment is 1- month
salary, you should be ready to make that payment and hence the valuation
will go up by that number. Also because the recruitment happens
instantaneously and occurs in one-shot you may have to consider a higher
value than the standard rates. Something like 2-months would be in order.
For whom is the valuation
Is the valuation intended for procuring the shares of the company or is it to
arrive at the value of the company. This assumes importance because
valuing a business is different from valuing the shares. Remember, a
business consists of both stock capital and debt capital.
Traditionally it is the business that is valued. That being the situation you
should consider the cash flows that belong to the firm and discount it at the
appropriate cost of capital. In arriving at the cash flow to the firm the, method
of financing it is to be ignored. This is because how a company is financed
cannot increase or decrease the value of business. It can only increase or
decrease the value to the shareholder.
To cut a long story short, if you are valuing a firm, you should not deduct the
interest payment and the principal repayments to the long-term lenders. This
is because interest is towards time value of money. Discounting also
recognizes time value of money. To deduct interest and at the same time
discount the cash flows at what we will soon learn, WACC, will be a double
count.


                                       27
Valuation Professionals Insight

B. Discount Rate
Herein about, we get into a slew of complicated areas. A few quick points are
in order.
It's the business risk rate
Cash flows are of the firm. The discount rate is the risk associated with the
cash flow. Since the cash flows are of the firm, the discount rate should be
the business risk discount rate. This means that ideally the discount rate
cannot and should not depend on the way in which the company is financed.
Basically, in a capital budgeting exercise you first identify whether the asset
is worth it. After that, you decide on how it should be funded. Mark it business
valuation is valuation of a bundle of assets and hence the same rules will
apply.
Financial risk and WACC
When a company adds debt to its capital structure, it does not increase the
risk of the business per se. It only enhances the risk for the shareholder. Let
me provide you with an example. Suppose a business carries a risk of 15%.
If you use equity money, you expect to earn 15% for the equity shareholders.
If you use 50% debt, and let's say debt cost 10%, you need to make 20% for
the equity shareholder. This means that equity shareholders expect 20%
because the introduction of debt made life riskier for them. Remember, the
WACC continues to be 15%. As you add more debt, the WACC remains
unchanged, and the risk for equity shareholders keeps climbing. This is the
underlying philosophy in valuation. To do otherwise and thus downplay the
WACC would be sad. So long as we understand WACC to mean what the
project is required to earn for its risk, you could call it that.
We believe that how a company funds itself is a matter of its internal
convenience and beliefs. The discount rate is guided by it but is by no means
driven by it. Let me give you an example. Let us say that you raise Rs 100
crore. Assume that you decide to put it in a restaurant business. What is the
rate of return you would want? 20%? Alternately you choose to put it in the
movie business. Would you want to earn the same rate of return? Fat chance.
You would surely want to make a higher rate because the movie business
carries greater risk and therefore calls for discounting at a higher discount
rate. The WACC of your company has no role to play. If you go by the same
WACC for every business, the riskier project has the greater probability of
being selected!

                                      28
          Valuation ­ Some Basics Relating to Cash Flow and Discount Rate

Our example of restaurant business and movie business now shows that the
discount rate will have to be SBU specific and not some overall corporate
WACC unless the company, for whatever reason, has chosen to do so.
If you wish to swear by the WACC as in being a weighted average of cost of
equity and cost of debt these must be computed separately. The capital
asset pricing model, despite its inherent limitations, is almost the default
formula for arriving at the cost of equity. The cost of debt would be the post-
tax yield to maturity. The weights could either be book value weights or
market value weights, with both having their pluses and minuses. On
average, corporate prefer to use the easy to find, readily audited book value
weight.
The capital asset pricing model, as we know, uses Beta as the proxy for risk
and arrives at the required rate of return. This required rate is then
considered as the cost of equity capital. Now, beta is computed with the help
of volatility of rates of return of the stock in the market. For entities that are
not listed like private limited companies and partnership firms, the beta has to
be derived from a proxy company. Like in the case of Relative Valuation,
which we discuss a few paragraphs later, the proxy company should be
carefully chosen.
The overall beta (weighted average of debt and equity beta) of the proxy
company is assumed to be the overall beta of the computation company.
After that, based on the debt-equity ratio of the computation company, the
beta of equity of the computation company is arrived at. In technical lingo,
first un-lever the levered beta and then re-lever it.
Country risk and IRPT
Another factor that assumes significance is that investments made in different
countries cannot be discounted at the same rate. It will depend on a couple of
things. One, risk rates in that country; and two, the expected movement of
currencies belonging to the two nations.
Let's take the second thing first. Let us say you intend to set up a trading
business in Africa. Assume that India and Africa carry the same sovereign
risk. Let's also say that the trading business has the same risk in both
countries. Despite these, the discount rate will depend on how the cash flows
are expressed and the currency price movement.
Suppose W Ltd has invested in the trading business in Africa. Suppose the
India discount rate is 12%. Suppose the African currency (ANR) appreciates


                                       29
Valuation Professionals Insight

annually against the Indian Rupee (INR) by 2%. If the cash flows are in INR,
the discount rate will be 12%. If they are in ANR, the discount rate will be
9.8% approx. Mark it, the business will have to earn 9.8%, the balance 2.2%
will come courtesy currency appreciation! Essentially, a part of the total return
comes from currency fluctuation and hence the balance alone needs to be
earned from business operations. If it is currency depreciation, then a
compensatory extra has to come from business operations.
At a different level, in arriving at business risk, a number of aggregations may
have to be done. Suppose the base case risk is 12%. If Africa is riskier than
India and if the additional risk is 2% we must add that number. This is the
sovereign risk. If in addition, the business risk is higher by 1% that too should
get added. If there are liquidity concerns such as the stock is not listed on the
market, or there is no significant second-hand market for used products, you
will have to increase the discount rate by a few notches. Assuming the
premium for that is 1%, the total discount rate will be 12+2+1+1 = 16%.
Our sense is that:
(a) If political, economic, social, legal, and technological factors aren't good
    in the country of investment you need to increase the discount rate to
    reflect the higher risk.
(b) Organizations that are family owned may have to carry a higher discount
    rate as often the succession planning is done very efficiently and awaits
    the passing away of the patriarch.
(c)   A record of the history of the country and the corporation would help
      decide on risk matrix.
Proxies and cost of capital conundrums
A change in D/E ratio should not affect the discount rate because the
appropriate discount rate is the business risk rate. But if a company is bent
on using the WACC, a change in D/E for sure affects the WACC. In such a
situation one can make the simplistic assumption of retaining the original
discount rate or might have multiple discount rates across the valuation
period.
One may therefore use the cost of equity and the cost of debt to work out the
appropriate business risk. Here if we believe that the costs are perfect, the
WACC would then become the business risk. The cost of equity of a un-
levered company is the appropriate discount rate for the company.


                                       30
          Valuation ­ Some Basics Relating to Cash Flow and Discount Rate

The computation of the cost of equity is critical. The widely held view is that it
is the rate of return the company has to earn to service the requirement of the
shareholder. What is the rate of return that investors want? The best way to
answer it is to ask each of the investors what they want, identify how much
they have invested, and then arrive at a weighted average! Now, that is
impractical.
The capital asset pricing model helps find the cost of equity. Let's consider
Company A as the proxy company. Compute the beta of equity of A Ltd..
From this arrive at the overall beta of A Ltd. This will now also be the Beta of
the B Ltd., the computation company. Given the beta of debt of the B Ltd., we
can arrive at the beta of equity of B Ltd. This would help us arrive at the cost
of equity of B Ltd.
Where taxes are involved, the beta computations are to be adjusted for tax.
That is, wherever you have D you must replace it with D x (1-T)
What should be the tax rate?
Should it be the (a) marginal tax rate (b) effective tax rate of the company (c)
tax rates adjusted for tax concessions? There is no unanimity of view in this
regard. One sense is that an initial evaluation should be done by disregarding
all tax benefits except perhaps the benefit of depreciation and carry forward
of losses that happen on that project. This is because these tax concessions
despite statements to the contrary can be withdrawn, and taken out in a jiffy.
Your purchase should stand the test of economic value that is value without
accounting for tax benefits.
All the preparation, all the readiness, may not help if a black swan event
happens. The importance of good fortune just cannot be underplayed.




                                       31
                                                                          Chapter 4
                                                      Levels of Value
Introduction
Levels of Value can be looked at in the following manner 1 with strategic
ownership having the highest value and restricted closely held equity at a
non-controlling stake having the lowest. The progression down (or up) is
based on discounts (premiums) for appropriate enterprise level or security
level restrictions (autonomy).
  Valuation      Marketability      Level    of    Control        Premium/Discount
  of                                Value
  Business       Liquid             Strategic      Strategic
  Enterprise                        Investor       Ownership
  Level                                                           Strategic/Synergistic
                                                                  Premium
                                    Financial      Ownership
                                    Investor       Control
                                                                  Illiquidity Discount or
                                                                  DLOL
                 Illiquid 2         Business       Ownership
                                    Enterprise     Control
                                    Value
                                                                  Control     Premium/
                                                                  Discount for Lack of
                                                                  Control (DLOC)


1 Robert F. Reilly, Willamette Management Associates, Chicago "The Identification and

Quantification of Nonsystematic and Multitier Valuation Adjustments", National Business
Valuation Conference, 2004.
2 Marketability is saleability while liquidity is how fast the sale can occur at the current

price. An asset being illiquid does not mean non-marketable; it may still be saleable but
not quickly or without loss of value. For instance, a sufficiently large tract of land is
marketable, but not necessarily liquid, while shares under lock-in period may be liquid but
not marketable.
                                                                  Levels of Value

 Security      Marketable       Public        Non
 Level                          Stock         controlling
                                Value (as
                                if   freely
                                traded)
                                                            Discount for Lack of
                                                            Marketability (DLOM)
               Non-             Closely       Non
               marketable       Held Stock    controlling
                                Value
                                                            Discount          for
                                                            Transferability
                                                            Restrictions
               Restricted       Restricted    Non
                                Closely       Controlling
                                Held Stock
A typical valuation will start with observable inputs from the market and
hence, arrive at the public stock level of value of the security under valuation.
The valuation arrived at is on par with a traded minority share. A few notes
on calculations related to the levels:
1.   It is always advisable to apply the discounts/premium from the level next
     to it. For instance, after arriving at the public stock level, apply DLOC
     and then DLOL.
2.   The discounts should be applied on the value and not as additive to
     discount rates. For instance, use a 30% discount for DLOC on the
     public stock level instead of adjusting the discount rate upward by 3%.
     The adjustment to discount rates can result in differing values for
     different discount rates.
3.   Any discount can be converted into a premium using the following
     equation.
     Discount = 1 ­ (1/(1+premium))
4.   Relate the inputs used to the levels of value. For instance, if the inputs
     used are cashflows to minority shareholders for DCF, no DLOC is
     required. If comparable transactions are for sale of minority stake or
     trading multiples from stock exchanges, no DLOC is required.
We will now discuss in detail each of the level adjustments from the bottom-
up (most restricted to highest value).

                                       33
Valuation Professionals Insight

Discount for Transferability Restrictions
A company's shares become less valuable when there are restrictions on
transferability. For instance, in comparison to a closely-held public company,
a private limited company has a higher restriction on transferability of shares
due to statutory restrictions. The valuer should read the governing byelaws,
articles of association or partnership agreement to understand the restrictions
better. Some of the older articles of association (under Companies Act,
1956) may have a provision for right of first refusal to existing shareholders or
right of first offer by existing shareholders before the shares can be sold to
external parties. Some of them may even provide for valuation to be fixed by
a valuer appointed by the Board or for a formula-based valuation. All these
provisions act as additional barrier on transfer of shares and require the
valuer to have a separate discount for transferability restrictions. Each factor
must be considered under the circumstances prevailing for the
security/interest being valued.
Discount for Lack of Marketability
A Discount for Lack of Marketability (DLOM) is "an amount or percentage
deducted from the value of an ownership interest to reflect the relative
absence of marketability." 3 Marketability is defined as "the ability to quickly
convert property to cash at minimal cost" 4 and in addition, "with a high degree
of certainty of realizing the anticipated amount of proceeds" 5. The Honorable
SC has highlighted marketability as one of the criteria to be used by a valuer
in the Hindustan Lever 6 case.
In a United States decision, Bernard Mandelbaum, et al v. Commissioner of
Internal Revenue (1995), Judge Laro outlines several factors to be
considered for determining marketability discount (which came to be known
as Mandelbaum factors). These are:-
1. Private vs. Public Sales of Shares

3 International Glossary of Business Valuation Terms, as adopted in 2001 by American

Institute of Certified Public Accountants, American Society of Appraisers, Canadian
Institute of Chartered Business Valuators, National Association of Certified Valuation
Analysts, and The Institute of Business Appraisers.
4 International Glossary, Ibid

5 Shannon P. Pratt, Alina V. Niculita, Valuing a Business, The Analysis and Appraisal

of Closely Held Businesses, 5th ed (New York: McGraw Hill, 2008), p.39.
6 Hindustan Lever Employees' Union Vs. Hindustan Lever Limited And Ors.



                                         34
                                                                      Levels of Value

2. Financial Statement Analysis
3. Company's dividend policy
4. Nature of company, its history, position in the industry and its economic
   outlook
5. Company's management
6. Amount of control in transferred shares
7. Restrictions on transferability of shares
8. Holding period for stock
9. Company's redemption policy
10. Costs associated with making a public offering.
Although the italicized factors evolved into separate factors of discount or
premium based on empirical evidence eventually, the applicability of DLOM
was established in valuations for taxation purposes in the United States.
RICS Red Book also accepts the applicability of DLOM (and DLOC) and
suggests using option pricing models, studies based on restricted shares of
publicly-traded companies or IPO studies. The US IRS, while leaving the best
approach to DLOM to the valuer's professional judgement, considers similar
studies based on restricted stock, pre-IPO studies, Mandelbaum factors, cost
of going public, options studies, analytical and quantitative approaches etc.
Erstwhile CCI guidelines recommended a 15% discount for lack of
marketability. 7

    Basis               DLOM              DLOM
                                          Median
    CCI Guidelines      15%
    Restricted Stock 13%-45%              31.40%-       Different studies covering
    Studies, USA                          33%           1966-1998


7 If the share is neither listed nor proposed to be listed, the average of the net asset
value and the profit-earning capacity value should be discounted by at least 1:15% to
take account of the restricted mobility of the share. (Fair Value 9.2.(5)), Guidelines
for valuation of equity shares of Companies and Net Assets of Branches Issued by
the Department of Economic Affairs Investment Division vide F No S II(21 )CCI(11
)90 dated 13.7.90

                                          35
Valuation Professionals Insight

    Pre-IPO Studies, 30%-60%
    USA
    Cost of going 12.20%
    public, USA   $1-10MM
                  21.20%
                  Upto $1MM
    Option studies     8.20%-                       Varies based on volatility
                       26.30%                       assumptions.        Upper
                       (1 Year)                     boundary listed here.
                       19.10%-
                       65.80% (5
                       Years)
    Analytical         17.60%          10.40%
    approaches         14.40%-         9.85%-
                       28.13%          26.47%
    Quantitative                                    Mercer QMDM model,
    approaches                                      Useful as sanity checks

Discount for Lack of Control or Control Premium
According to Companies Act, 2013, certain matters require an ordinary
resolution of shareholders while some require a special resolution. In
addition, the power to appoint a director to the Board or the ability to control
the Board through these appointments will impact investment, financing and
operating decisions. These thresholds will determine the varying degrees of
control. In the case of other entities, it can be statutorily determined or by the
governing byelaws.
DLOC is determined primarily through control premiums 8 offered during
takeover or tender offers. A July 2017 study by Ernst & Young LLP (`EY')
covering 303 open offers between FY 2003 and FY 2017 found the average
of the median premia to be 31% and by other metrics in the range of 38-
47% 9. This is in line with the premiums reported by Mergerstat Review in the







8 RICS terms this Market Participant Acquisition Premiums or MPAPs.
9 Retrieved from https://www.ey.com/Publication/vwLUAssets/ey-control-premium-in-
india/$FILE/ey-control-premium-in-india.pdf on 31st December 2018.

                                       36
                                                              Levels of Value

US, though the EY study is shorter compared in length. However, this range
should be used with a high degree of caution. The numbers vary widely from
year-to-year and from industry to industry and depend largely on the period of
comparison of prices (5 days, 2 weeks, 26 weeks etc). The EY study
observes that "There was a significant degree of variability in the overall
premiums as well as within each year." and that "There was strong negative
linear correlation between control premiums and movement in the equity
markets (BSE Sensex movement being used as a proxy). Control premiums
came down with rising markets and vice-versa."
One of the other ways to look at control premium is through Differential
Voting Rights (DVRs). There are a few shares that trade as DVRs in Indian
Stock Exchanges. The premiums (and discounts) can fluctuate based on
other factors. The 2018 experience for the five DVRs on BSE can be seen
below (ratio of voting right to shares is displayed with name). In addition,
Tata Motors and Jain Irrigation compensate with additional dividend of 5%
and 2% respectively.




                                     37
Valuation Professionals Insight




                                  38
                                                               Levels of Value




                         Basis               DLOC
                         EY Study, India     31-47%
                         DVRs                0-80%

Discount for Lack of Liquidity or Liquidity Discount
Liquidity is the ability to readily convert an asset, business, business
ownership interest or security into cash without significant loss of principal.
Prof. Damodaran explains it as the cost of buyer's remorse: it is the cost of
reversing an asset trade almost instantaneously after you make the trade.
Even the most liquid assets are illiquid to the extent that there is a trade
execution cost. It can be broken down to the visible and the invisible 10: -
1. Brokerage or transaction costs (visible and small impact)
2. Bid-Ask Spread (`BAS') to the price i.e. the price to sell is always lower
   than the price to buy (visible and larger impact)
3. Market impact i.e. the impact of having the trade out in the open 11
   (invisible and larger impact)
4. Delayed and missed trades (internal/opportunity cost and largest impact).
A 2003 study by Wayne H. Wagner published by AIMR (now CFA Institute),
USA quantifies the total cost at 0.96%-2.62% of trade value with the impact
cost and the opportunity cost constituting 86-95% of this total cost. This
study was based on developed markets and liquid stocks. The impact would

10 Also see Trade Execution Cost of Equity Shares in India, M.T. Raju, Kiran
Karande, Shikha Taneja, Working Paper No.6, SEBI, January 2002
11 RICS terms this Blockage Discounts



                                      39
Valuation Professionals Insight

be worse if we consider the small cap stocks or infrequently traded stocks.
Average BAS for the smallest decile of stocks in a study by Prof. Aswath
Damodaran found it to be at 6.59% and the round-trip cost (cost to buy and
sell) at 17.3%-43.8%. Though the trade execution costs have reduced due to
the automation of exchanges, the invisible factors continue to have the same,
if not larger impact. A recent study 12 on NSE Emerge platform for SME listing
quantified the average impact cost at 16.45%
In an NBER working paper 13 researchers used the Black Scholes Option
Pricing Model to look at the maximum impact of liquidity restrictions assuming
a rate of volatility, beta, timeframe and fraction of wealth (`FOW') (percentage
the asset is to total illiquid wealth). Higher the timeframe, beta, volatility and
FOW, higher the DLOL. A 14 simple case where the asset being valued is 10%
of the total wealth (in other words FOW = 0.10), the discount can range from
0.5% to 38.3% for different time frames, volatility and beta. These numbers
act as the upper limit for the DLOL.

     Basis                     DLOL
     Wagner                    0.96%-         Developed Market and Liquid
                               2.62%          shares
     Damodaran                 17.3%-
                               43.80%
     NSE Emerger               16.45%
     NBER      (Kahl,     Liu, 0.50-          Based on different time frames,
     Longstaff) study          38.30%         volatility and Beta
     Tabak study (NERA)        20.40-         For different Equity Risk Premia
                               81.10%




12 Estimation of Impact Cost ­ A Study of NSE Emerge Platform, Prof. Mrityunjaya B.
Chavannavar, Dr. S. C. Patil, Praveena Jadi, International Journal of Latest
Technology in Engineering, Management & Applied Science, Volume VI, Issue IX,
September 2017
13 Paper Millionaires: How Valuable Is Stock To A Stockholder Who Is Restricted

From Selling It? Matthias Kahl, Jun Liu, Francis A. Longstaff, Working Paper 8969,
National Bureau of Economic Research, June 2002.
14 Table 1, Longstaff etc., Ibid.



                                        40
                                                               Levels of Value

Synergy effects
Synergy sounds like magic to valuers rooted in numbers. It is the creation of
one plus one equaling to three, increase in the value of the combined entity
by bringing together two entities. Read Warren Buffett describing in his folksy
style the impact of synergies on acquisition using a fairy tale analogy
"Many managers are apparently over exposed in impressionable childhood
years to the story in which the imprisoned handsome prince is released from
the toad's body by a kiss from the beautiful princess. Consequently, they are
certain that the managerial kiss will do wonders for the profitability of the
target company.
Such optimism is essential. Absent that rosy view, why else should the
shareholders of company A want to own an interest in B at a takeover cost
that is two times the market price they'd pay if they made direct purchases on
their own.
In other words, investors can always buy toads at the going price for toads. If
investors instead bankroll princesses who wish to pay double for the served
many kisses, those kisses better pack some real dynamite. We've observed
many kisses, but very few miracles. Nevertheless, many managerial
princesses remain serenely confident about the future potency of their kisses
even after their corporate backyards are knee-deep in unresponsive toads" ­
Warren Buffett, Letter to the Shareholders (1981), February 26, 1982.
Before looking at the reasons for the supposed cynicism by valuers in
considering synergies, let us look at potential sources of synergy. Synergies
may arise in any of the visible components of FCF (operating profit after tax,
non-cash deductions, Net working capital, or capital expenditure) or WACC.
1. Revenue synergies ­ arising from better pricing, cross-selling, marketing
   or selling similar products, gaining access to new markets or customer
   segments, sharing distribution channels, reduction or elimination of
   competition
2. Cost synergies ­ Reduction of costs of employees, administrative or
   factory overheads, elimination of excess facilities, increase in purchasing
   power
3. Financial synergies ­ tax strategies, debt capacity, cashflows with less
   than perfect correlation


                                      41
Valuation Professionals Insight

Revenue synergies tend to play out in the product markets and are subject to
the market forces beyond the control of the firm. Hence, it is the least
predictable and reliable of the three. Under cost synergies, cost reduction
strategies are under the control of the combined entity and hence, the most
reliable. In addition, these are recurring in nature as are any economies of
scale benefits. Elimination of excess facilities and similar asset reduction
strategies have a high degree of reliability but are one-time in nature. These
are buyer specific synergies and hence, valued as such.
Under financial synergies, tax strategies are easier to understand and harder
to realize considering the limitations imposed on carry forward losses and
change in ownership. Similarly, debt capacity synergies are easier to
understand in that they reduce the cost of borrowing or increase the ability to
raise debt. However, quantifying this reduced cost of borrowing is not
necessarily a synergy. If the individual firms are able to optimize their debt
equity ratios on a stand-alone basis and achieve the same result, this is not a
synergy. When the synergy is the result of better borrowing power due to a
shift in the optimum debt capacity needed to lower WACC, this can be
quantified as a synergy. Typically, this result is achieved through
diversification or combining two entities with less than perfectly correlated
cashflows to achieve a more stable total cashflow.
Synergies may also be in the form of real options 15.




15   Applied Mergers & Acquisitions, Robert F. Bruner, Wiley (2004)

                                           42
                                                                  Levels of Value




Valuation of synergies in the form of real options should take the approach of
valuing other real options available with the transaction.
Summary
It is often repeated that valuation is both an art and a science. Which of its
aspects is a science or an art is sometimes not clear and in mixing up these
two, the valuer makes unforgivable errors. The aspects of building a discount
rate and using cashflows approach the science spectrum while the application
of the right range of discounts or premiums for marketability, illiquidity, control
or synergies are closer to the art end of the spectrum involving a lot of
judgement on the part of the valuer. The object of the above discussion was
to enlighten the valuer to the best practices available in each of these areas
and to assist in applying the professional judgement in the right zones.




                                        43
                                                                  Chapter 5
  Effect of Due Diligence on Valuation
             ­ A Practical Perspective
Executive summary
Valuation is not just about numbers. You have to be clear about the
organization's 'culture' that would lead to the numbers. This is truer in the
case of mergers and acquisitions. A valuation expert has to do a proper due
diligence especially in the context of a history of failed mergers.
XXX
Everyday acquisitions and mergers are happening all around us. N R
Narayana Murthy, Chief Mentor, Infosys famously said, "making an
acquisition is like falling in love; you can't know when and how it will happen."
In this backdrop, due diligence is "finding out how much the bride has been
dressed up!"
First, we must know reasons why mergers fail since a majority of the mergers
fail to achieve what were its stated objectives!
`Clash of culture tops' the list and is extremely critical for a successful
merger. It is the people who make up the organization and not the other way
around. Thus, the culture in each organization which has been cobbled
together by the people, may not meet each other's expectations when two
organizations become one. It is like a marriage and needs a significant
amount of preparedness and willingness to adapt to each other. Failure to
integrate such diverse cultures lead to crashes.
Many times, the euphoria for the acquisition leads to significant over pricing.
This leads to the cost not being justified in the math of acquisition. Similarly,
many times, acquisitions lead to leveraging beyond the ability of the acquirer
and may be based on over-optimistic plans resulting in a financial crunch on
the combined entity in the post-acquisition period.
At times, it is the poor business fit, which hits the merger and the business
case for the acquisition or consolidation has been justified without adequate
application of mind. Letting the heart lead the decision could lead to
               Effect of Due Diligence on Valuation ­ A Practical Perspective

disastrous consequences. Sometimes, it may merely be a case of matters
beyond the control of the acquirer such as regulatory delays, which may lead
to its downfall. Regulatory delays could be due to competition commission
requirements of permissions for the merger, other regulators such as TRAI,
having a say on the decision and so on. The originally contemplated business
case may be obviated by such delays resulting in the plan becoming
infructuous.
Due diligence in the context of a merger or acquisition is not merely a
financial audit but an assessment of the benefits and problems of the
proposed acquisition by inquiring into all relevant aspects of the past,
present, and future of the business to be acquired merged. It is usual for such
due diligence to encompass technical or business diligence, financial and
legal diligence.
From a valuation perspective, due diligence focuses on potential overvalued
assets, under-recorded liabilities, quality of management, tax position and
structure and its impact to the future, the robustness of the projected cash
flows, and all other matters of significant interest to the acquirer which mainly
are the value drivers.
There are several examples of hidden liabilities like show cause notices
received which are yet to be translated into demands, letters of comforts
issued to banks, which is not disclosed in the financial statements, product
and other liabilities arising from past transactions. Then there are tax
liabilities, agreement for buyback securities, environmental problems, and
claims or unfunded gratuity.
The first step from a valuation perspective is to understand the basis of
valuation being contemplated in the transaction as the due diligence findings
or evaluation have a direct bearing on the same. Transactions may be
examined by valuation on times revenue, EBIDTA, PAT, unit of asset or
performance.
Implications on Valuation
Now let's look at some practical aspects of due diligence and its implications
to valuation:
Common business terminologies could vary: When Dai-Ichi bank of
Japan merged with Nippon Kangyo to form the then biggest bank in the world
called Dai-Ichi Kangyo, the two company executives found even the definition

                                       45
Valuation Professionals Insight

of the word, `loan' differed between the banks! They had to put out a 200-
word glossary explaining the meaning of various banking terms before they
could even start!
GAAP could present differences: Use of different GAAPs may lead to
differences in the way things are shown in the financials and accordingly the
understanding will have to be after suitably adjusting for such differences. For
instance, Tea replanting expenses were charged off to expenditure under
Indian GAAP (non IndAS) while the same in neighboring Sri Lanka were
capitalized. Such differences could lead to different ways of looking at
EBIDTA / PAT in the two countries. Another case in example is a German
company being acquired by a Joint Venture company wherein an Indian, and
a UK company are partners. This difference may first and foremost require a
comparison of German GAAP vs. UK GAAP vs. Indian GAAP. Of course,
these are being largely reduced now with the introduction of IFRS in multiple
countries.
Monopolies or Competition related regulations: These are critical,
especially in large deals and may delay the process significantly thereby
leading to some of the proposed business plans becoming infructuous.
Free flow of foreign exchange: Some countries, including India, have
restrictions on free flow of foreign exchange. This restriction may have to be
factored in any future transaction.
Employee regulations: Some countries require employee approvals for the
merger, and some states may have restrictions on lay off / termination, a
revision to their remuneration and benefits, and visa implications on change
of control, to name a few.
Localization: Countries have a restriction on local holding requirements,
which may vary from merely needing regional directors (and thus additional
costs) to necessarily having local partners to even impact on the company's
visa quotas and import-export tariff structures.
Taxation: Most often this is triggered with implications around carrying
forward of tax losses, the continuance of tax benefits provided, applicable tax
rates due to change in ownership structure, and impact of DTAA on changes
of structure.
Legal Costs: Most cross border deals have significant legal costs. There is a
need to have clear clarity on this and its impact on the transaction by itself.


                                      46
               Effect of Due Diligence on Valuation ­ A Practical Perspective

Local regulations: Varying regulations, especially in cross border deals may
lead to scenarios such as different voting rights, subsidiary's rights to hold
shares in the holding company, exemption from various disclosures, which
could lead to a situation of not knowing in full, the implication of the potential
transaction.
Key man impact: In many SME deals, the key man makes much difference,
and it is he who generates the bulk of the revenue and not necessarily the
entity. Thus, the income could move with him, when he sells the entity, and
therefore the entity may be at a loss. This may have implications in huge
corporates also. For instance, the day a rumor e-mail went around that Steve
Jobs had a heart attack, Apple's stocks tanked by $10 Billion. Similarly, on
the day Jamie Dimon was fired from Citibank, its shares fell by $11 Billion.
Interestingly on the day he was announced as CEO of Banc One later, its
stock went up by $7 Billion.
All of this is to reiterate the statement that valuation, while it is carried out on
a spreadsheet needs to consider some of the harsh non-financial realities.
The valuation expert needs to go deep into the company and get to know
about it as he would know the back of his palm.




                                        47
                                                                      Chapter 6
 Terminal Value ­ The Elephant in the
                           Valuation
In 1896, Italian economist Vilfredo Pareto made a famous observation that
~80% of the land (wealth) in Italy was owned by 20% of the population. He
then carried out surveys on a variety of other countries and found to his
surprise that a similar distribution prevailed. Management gurus in the 20 th
century coined the term "Pareto Principle" (also known as 80/20 Rule) which
states that roughly 80% of the effects come from 20% of the causes. It is an
axiom of business management that "80% of sales come from 20% of
clients". The 80/20 Rule has practical applications in economics, business
management, sports and in every sphere of life.
In a valuation exercise, intrinsic value of a company/business estimated using
the Discounted Cash Flow (DCF) method depicts a similar trait. About 70%-
80% of the value of a company/business is derived from "Terminal Value" and
the remaining from the explicit forecast period (generally 5-10 years).
Terminal value is, by far, the largest single cash flow in any DCF valuation.
However, most analysts spend 80% of their efforts in accurately estimating
the cash flows for the explicit forecast period. A food for thought ­ Shouldn't
analysts make more efforts towards precisely estimating the terminal value?
According to the ICAI Valuation Standards 2018, the Discounted Cash Flow
(DCF) method values the asset by discounting the cash flows expected to be
generated by the asset for the explicit forecast period and also the perpetuity
value (or terminal value) in case of assets with indefinite life. The DCF
method is one of the most common methods for valuing various assets such
as shares, businesses, real estate projects, debt instruments, etc. The
important inputs for the DCF method are ­ cash flows, discount rate, and
terminal value.
Terminal Value represents the present value at the end of explicit forecast
period of all subsequent cash flows to the end of the life of the asset or into
perpetuity (if the asset has an indefinite life). In case of assets having
indefinite or very long useful life, it is not practical to project the cash flows for
such indefinite or long periods. Therefore, the analyst needs to determine the
                               Terminal Value ­ The Elephant in the Valuation

terminal value to capture the value of the asset at the end of explicit forecast
period.
The commonly used methods for estimating terminal value are:
·   Gordon (Constant) Growth Model: The terminal value under this method
    is computed by dividing the perpetuity maintainable cash flows with the
    discount rate as reduced by the stable growth rate.
Terminal Valuen = Expected FCFn+1 / (Discount Rate ­ Expected Growth
   Rate)
·   Exit Multiple: The estimation of terminal value under this method involves
    application of market-evidence based capitalization factor or market
    multiple (EV/EBITDA, EV/Sales, etc.) to the perpetuity earnings/income.
·   Salvage or Liquidation Value: The terminal value is calculated as the
    salvage or realizable value less costs to be incurred for disposing such
    an asset.
As analysts, let's critically introspect the methods used for estimating terminal
value
·   Gordon (Constant) Growth Model: The estimation of sustainable growth
    rate is of great significance because even a minor change in the growth
    rate can have a large impact on the terminal value. If the expected
    growth rate tend towards the discount rate, terminal value will approach
    infinity and then turn negative if expected growth rate exceeds the
    discount rate. The expected growth rate should be constrained (capped)
    to be less than or equal to the growth rate of the economy in which the
    business operates. If the growth rate of the company is more than the
    growth rate of the economy for infinite period (perpetuity), the business
    will eventually become larger than the economy. In the long run, high
    growth rate of a thriving business will tend to approach the growth rate of
    the economy as the business gets bigger. Similarly, high growth rate of
    an emerging economy will converge to the global average growth rate
    sooner than later. A more observable number as a cap on the sustainable
    growth rate should be "risk free rate" used in the valuation exercise.
·   Exit Multiple: The estimation of terminal value using the exit multiple
    method undercuts the notion of intrinsic value, which is what DCF
    method is designed to measure. The exit multiple uses some operating
    metric (revenue, earnings, etc.) in terminal year to get to a terminal

                                       49
Valuation Professionals Insight

    value. The multiple that is used to estimate the terminal value comes
    from looking at what peer group companies are trading in the market.
    The analyst will be using the "Market Approach" to determine the single
    largest component of cash flow in the DCF method, which is an "Income
    Approach". In other words, the analyst is pricing the asset rather than
    determining the intrinsic value of the asset.
·   Salvage or Liquidation Value: If the business cease to be a going
    concern (after the explicit forecast period) and the assets can be
    liquidated individually, we can use the salvage or liquidation value as
    terminal value. However, liquidation or salvage value is usually lower
    than the book value and market value. Using this approach to estimate
    the terminal value (unless required in special cases such as mines or oil
    fields) will suppress the value of the business.
In a DCF method of valuation, the analyst has to address the "Elephant in the
Room" i.e. Terminal Value. The perpetual growth model is a powerful tool to
estimate the terminal value, but it is a mathematical honey trap with the
growth rate in the denominator acting as bait for analysts. An analyst has to
use the sustainable growth rate more judiciously to avoid falling in the
valuation trap.




                                     50
                                                                Chapter 7
      Discount Cash Flow Method ­ Key
                       Considerations
The Discounted Cash Flow ("DCF") method, an application of the Income
Approach is arguably one of the most recognized tools to determine the value
of a business. This approach estimates value based on the future cash flows
of the business and application of a carefully selected discount rate to arrive
at the present value. The cash flows typically vary depending on the type and
nature of the business. The associated discount rate is usually a function of
the riskiness of the estimated cash flows, with higher rates associated with
riskier businesses and vice versa. While DCF method is a reliable and
acceptable means to ascertain a robust valuation, necessary care has to be
taken to ensure that key assumptions are vetted and common pitfalls are
avoided. One needs to remember "GIGO", i.e. Garbage In Garbage Out. The
following is a brief list of useful considerations while applying the DCF:
(a) Projections related assumptions:
As the DCF is based on multi- year forecasts, an advantage of this method is
its flexibility to capture changes in future cash flows. In doing so the DCF
addresses changes a business is expected to undergo over its life cycle.
Informed assumptions form the heart of a DCF analysis, but then again
unrealistic assumptions inevitability lead to unrealistic valuations. There can
be many issues that require probing, a thorough analysis of the historical data
and asking the following questions can be useful:
·   Depending on the valuation date, is the business on track so as to
    achieve its revenue and profitability metrics?
·   What is the basis for future revenue growth and changes in profitability?
    How does this compare to the business' historical performance?
·   In high/rapid growth businesses, has the valuation factored in an
    adequate increase in operating expenses and personnel costs as well as
    expansionary capital expenditure? For a manufacturing-centric
    businesses for example, is there enough production capacity to support
    the projected growth in product volumes?
Valuation Professionals Insight

·   How do the projected EBITDA margins compare with historical data and
    with the industry?
·   Any anticipated changes in the Industry dynamics?
(b) Weighted Average Cost of Capital ("WACC")/Discount rate
    derivation:
The cost of capital is one of the more sensitive valuation variables, where a
1% increase in the cost of capital can often result in more than 10% variation
in value. Diligent attention to the following is critical:
o   Ensuring that the cost of capital is assumed in a manner consistent with
    the risks inherent in the forecasts;
o   Using mismatched components within the calculation, that is, short-term
    risk free rates but long-term risk premiums in periods of flight to quality,
    using the WACC to discount post-tax cash flows;
o   Utilisation of book gearing instead of market value gearing;
o   Choice of industry comparable for determining the industry riskiness and
    the gearing;
o   WACC vs Cost of Equity;
o   Sensibility checks on whether the resulting cost of capital is in line with
    market return expectations for a given industry.
(c) Net Working Capital:
Working capital estimates can play an important role in the cash flows of a
business and will vary based on the industry and type of operations. While
estimating the appropriate level of working capital that should be considered
in a DCF analysis, factors to be considered include:
o   Projections pertaining to individual components of working capital such
    as accounts receivable, inventory and accounts payable;
o   Historical working capital trends for the business vs. comparable
    company/ industry trends, as applicable.
(d) Capital Expenditure:
Capital expenditures over the projection period can significantly impact the
value arising from a DCF analysis, especially in capital intensive businesses.
Ensuring that an adequate level of capital expenditure is projected over the

                                      52
                          Discount Cash Flow Method ­ Key Considerations

forecast period to support projected growth/expansionary plans is critical.
Additionally, it is important to factor an appropriate level of future
maintenance capital expenditure into the DCF. Periodic capital expenditures
associated with tangible asset replacements/upgrades should also be vetted
and included.
(e) Taxes:
The future effective tax rates that should be associated with each year of the
forecast period should be determined based on an analysis of the tax position
of the business and should ensure that factors such as historical/current
business losses, unabsorbed depreciation, special tax incentives etc. are
appropriately factored. Furthermore, the tax rate utilized in computing the
WACC should also be consistently thought through.
(f) Terminal Value assumptions:
    ·   Terminal value often constitutes around 50% or more of the business
        value derived from a DCF and is usually calculated based on the
        `Gordon growth formula' which takes into consideration the cash
        flows of the last year of the explicit period and grows them by a long-
        term growth rate. As such an unrealistic assumption associated with
        the terminal value can profoundly skew the resulting value.
    ·   Increasing this long-term growth has a significant impact on value. If
        there is an assumption of a growth rate that is higher than the
        prevalent long-term inflationary estimates, it implies that the
        business will continue to grow ad infinitum, which has proven to be
        almost impossible for any company.
    ·   Other issues associated with the terminal value may include the
        following:
        o    Inadequate long-term maintenance capital expenditure as well
             as working capital assumptions relative to the terminal growth
             rate;
        o    Large discrepancy between depreciation and capital expenditure
             levels;
        o    Lower effective tax rate (tax losses, limited period for tax
             exemption) which typically will only be applicable for a few years
             post the discrete period.


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Valuation Professionals Insight

In conclusion, Valuation using Discounted Cash Flow Method is a complex
process due to several layers of underlying assumptions and approximations.
Accordingly, corroborative checks and balances play an important role e.g.
the resulting implied multiples from a DCF analysis should be corroborated
with comparable company market multiples where possible and any
discrepancies should be rationalised. Finally, utilising multiple approaches in
order to arrive at a logical and defendable value is an important part of
minimising inaccuracies.




                                      54
                                                               Chapter 8
         Valuations under the Discounted
                   Cash Flows Approach
Introduction
While undertaking a valuation, the most important decision the valuer must
take is deciding upon the appropriate valuation model ­ which range from
simple to highly sophisticated. Different models operate under very different
assumptions, but also share common characteristics allowing them to be
classified in broader terms. Such classification makes it easier to understand
why different models provide different results, and when the fundamental
assumptions are not suitable to the given situation.
In general terms, there are four approaches to valuation ­ Asset Based
valuation, the Discounted Cash Flow (DCF) valuation, the Relative Valuation,
and the Contingent Claim valuation.
The DCF valuation relates the value of an asset to the present value (PV) of
the expected future cash flows on that asset. This article focuses on the DCF
valuation approach.




                  Figure 1: Choices in Valuation Models 16


16Investment Valuation ­ Tools and Techniques for Determining the Value of Any
Asset, Aswath Damodaran
Valuation Professionals Insight

In a DCF valuation, the value of an asset is the PV of the expected cash flows
of the asset, discounted back at a rate that reflects the riskiness of these
cash flows.
In DCF valuation, we begin with a simple proposition ­ the value of an asset
is not what someone perceives it to be worth, but rather it is a function of the
expected cash flows on that asset. Put simply, assets with high and
predictable cash flows should have higher values than assets with low and
volatile cash flows. The DCF valuation also espouses the idea of `time value
of money' ­ the idea that value reduces over time, that a rupee earned in the
future is worth less than a rupee earned today ­ this is precisely why the cash
flows are discounted i.e. adjusted, to account for their loss in value given that
their realisation is at a later date.
In a DCF, we try to estimate the intrinsic value of an asset based on its
fundamentals ­ the intrinsic value being, the value that would be attached to
the asset by an unbiased valuer, who not only estimates the expected cash
flows for the firm correctly, given the information available at the time, and
also attaches the right discount rate to value these cash flows.
DCF approaches ­ FCFE v/s FCFF
There are two ways of approaching a DCF valuation ­ the first is to value just
the equity stake in the business, the second to value the entire business,
which includes, besides equity, the other stakeholders in the firm (debt
holders, preference shareholders etc.). While both approaches discount
expected cash flows, the relevant cash flows and discount rates are different
under each approach.
The value of equity is obtained by discounting expected cash flows to equity
holders (i.e. the residual cash flows after all expenses, reinvestment
requirements, tax obligations, interest, and debt repayments have been
made) at the cost of equity (i.e. the rate of return expected or required by
equity investors in the firm). A firm's cost of equity (Ke) represents the returns
the market demands or expects for bearing the risk from ownership of the
firm. The traditional methods of determining cost of equity are the dividend
capitalization model and the capital asset pricing model (CAPM).
Ke under the Dividend model =
   
         +    
   /    



                                       56
                     Valuations under the Discounted Cash Flows Approach

Ke under CAPM = Risk Free Rate of Return (Rf) + Beta () X Risk Premium
(Rp ± )
CAPM is usually the preferred model to determine Ke since, unlike the
dividend capitalization model, it considers a variety of factors while determine
the discounting factor. The country specific risk is considered while selecting
the Rf. The risks inherent with the specific business or industry of the firm are
reflected in the  applied. The model also accounts for expectations of
returns from the market through the risk premium i.e. the additional returns
over and above Rf that an investor would expect from the firm. Further, the
model even allows for consideration of firm specific risks () by allowing
adjustments (both upwards and downwards) to the Rp.
The value of the firm is obtained by discounting expected cash flows to the
firm (i.e. the residual cash flows after all operating expenses, reinvestment
requirements, and tax obligations, but prior to any payments to either debt or
equity holders) with the weighted average cost of capital (WACC).
The WACC is the blended cost of the different components of finance
deployed by the firm, weighted by their value proportions. In other words, the
WACC is the weighted average of the Ke and Kd (cost of debt) ­ it is important
to note that while taking weights of debt and equity, the value of equity
considered should not only be the nominal value of equity but overall
shareholders' equity (i.e. share capital and free reserves).
The total value of cash flows available for equity holders is commonly
referred to as the Free Cash Flows to Equity (FCFE). An important point to
note is that FCFE differs from the dividend discount model since it does not
determine the value of cash flows in the hands of the equity holder
(dividends), but the value in the hands of equity holders arising out of cash
flows earned by the firm ­ it represents a model where we discount potential
dividends rather than actual dividends. The total value of cash flows available
to the firm is commonly referred to as the Free Cash Flows to Firm (FCFF).
The difference in FCFF and FCFE arise primarily from cash flows associated
with debt ­ interest payments, principal repayments and refinancing ­ and
other non-equity claims such as preferred dividends. For firms at their desired
level of leverage, which finance their capex and working capital needs with
such mix of debt and equity and use new debt to finance principal repayment
of old debt, FCFF would exceed FCFE.
With consistent assumptions about growth and leverage, we should get the
same value for our equity using the firm approach (where we value the firm

                                       57
Valuation Professionals Insight

and subtract outstanding debt) and the equity approach (where we value
equity directly). If this is the case, you might wonder why anyone would pick
one approach over the other. The answer is purely pragmatic. For firms that
have stable leverage (i.e., they have debt ratios that are not expected to
change during the period of the valuation), there is little to choose between
the models in terms of the inputs needed for valuation. Under these
circumstances, we should stay with the model that we are more intuitively
comfortable with.
For firms that have unstable or fluctuating leverage (i.e. they have too much
or too little debt and want to move toward their optimal or target debt ratio
during the period of the valuation), the firm valuation approach is much
simpler to use because it does not require cash flow projections from interest
and principal payments and it is much less sensitive to errors in estimating
leverage changes.
Figure 2 below describes some of the factors (discussed above & others) to
be considered while deciding between the FCFF and the FCFE approach:




                 Figure 2: Choosing the right DCF Model 17
Important Aspects to Consider
The DCF method is easiest (and most appropriate) to use for assets whose
cash flows are currently positive (or soon expected to turn positive) and can
be estimated with some reliability for future periods, and where the discount

17Investment Valuation ­ Tools and Techniques for Determining the Value of Any
Asset, Aswath Damodaran

                                     58
                      Valuations under the Discounted Cash Flows Approach

rate (which is a proxy for the risk associated with such asset) can be
determined or obtained. The farther we get from this idealized setting, the
more difficult DCF valuations become.
A distressed firm which generally has negative and declining revenues
expects to lose money for some time in the future. For such firms, estimating
cash flows is difficult, since there is a high risk of bankruptcy. For firms
expected to fail, DCF does not work very well, since DCF values a firm as a
going concern ­ even if the firm is expected to survive, projections have to be
made until the cash flows turn positive, else the DCF would yield a negative
value for equity or firm.
Similarly, for many start-ups, due to the long gestation period and rapid cash-
burn rates for several years, the DCF approach may not be appropriate, since
it would not aide in determining the intrinsic value of the business.
Another important issue to overcome in DCF valuations is estimating the risk
of private firms ­ one solution is to look at the risk of comparable public firms.
The other would be to relate the measure of risk to the accounting variables
of the private firm which are available. Either way, one should carefully
consider whether the finally adopted discount rate is appropriate given the
circumstances and facts pertaining to the asset being valued.
Firms that are in cyclical businesses or industries, or that tend follow the
economy, face earnings and cash flows that rise during booms and fall during
recessions. Cash flows for such firms are usually smoothed out over time,
unless the prediction of timing and duration of economic recession and
recovery is attempted. It is important to not let economic biases regarding the
direction (and strength) the economy is expected to take, taint the estimations
of cash flows while valuing such firms. Further, it is important to differentiate
whether the trend in cash flows are a response to the vagaries of the
economy or due to some other reason that may not be cyclic in nature.
The value under the DCF method would reflect the value of assets that
generate cash flows ­ if a firm has unutilized or idle assets, the value of these
assets would not get reflected in the DCF valuation. This also applies to
underutilized assets or unutilized patents or licenses, since their value will be
understated in the DCF value. This is not an insurmountable issue ­ the value
of assets can also be obtained externally (if such assets are traded on the
market) or can be determined by assuming as if they are used optimally or
valuing patents using an option pricing model.

                                       59
Valuation Professionals Insight

In the case of firms undergoing restructuring, there are myriad changes to
contend with while estimating cash flows. Such firms often sell some of their
assets, acquire other assets, change their capital structure, ownership
structure, dividend policy, management compensation scheme etc. Such
changes make estimation of cash flows difficult and affect the risk associated
with the firm. Historical data of such firms would give a misleading picture.
However, by ensuring that the expected changes are accurately reflected in
the cash flow projections and the discounting rate is adjusted to align with the
new financial risk of the firm, a DCF may still be applied. If the firm is involved
in an acquisition, any potential synergy needs to be accounted for in the cash
flows estimates.
While undertaking a DCF valuation, especially a FCFE valuation, due
consideration should be given to the difference in the value that would arise
based on the consideration of the degree of control that the equity holder has
over the firm. The value of equity to an equity holder with controlling stake or
significant stake would generally be equal to or close to the proportionate
FCFE value. However, for a minority shareholder, the inability to control and
influence the decisions and policies of the firm would mean that the value of
equity would differ from the proportionate FCFE value. Such `control
premium' needs to be kept in mind, especially if the valuation in being
undertaken in a situation where control is likely to change hands.
Conclusion
The DCF approach is inherently contrarian in the sense that it forces valuers
to look for the fundamentals that drive value rather than what market
perceptions are. The DCF valuation approach is tailor-made for those who
buy into the Warren Buffett adage that what we are buying are not stocks but
the underlying businesses. But, in the hands of a sloppy valuer, DCF
valuations can be manipulated to generate estimates of value that have no
relationship to intrinsic value.
A DCF valuation still remains one of the most widely used valuation
approaches, but the benefits are often more nuanced that many are willing to
admit. DCF valuations also need substantially more information to value a
company that other approaches, since we have to estimate cash flows,
growth rates, and discount rates, terminal cash flows, etc. Such detailed and
exhaustive information may not always be forthcoming or be available from
reliable sources. However, when done right, a DCF valuation requires the
valuer to closely understand the businesses and assets that they are valuing
and ask searching questions about the sustainability of cash flows and risk
and generally yields a good estimate of the intrinsic value of a business.


                                        60
                                                                  Chapter 9
    Handling Negative Working Capital
                     in the DCF Model
Executive summary
A key component of the DCF model of business valuation is non-cash
working capital, its adjustment to arrive at free future maintainable cash flow,
and finally its discounting to arrive at present value. Are the rules of the game
same irrespective of whether either the working capital or the changes in
working capital are positive or negative?
One of the critical components of the discounted cash flow model of business
valuation is `non-cash working capital' and its adjustment to arrive at the free
future maintainable cash flows.
The idea behind this is simple. Business projections assume that these
investments into additional working capital are required to maintain the
ongoing running of the business. Only then the expected cash flows will
happen. Consequently, these are not free cash available from the business
which the stakeholders can withdraw. Hence they cannot be considered in
determining the present value of such cash flows as the value of the business
to the stakeholders.
Thus, conceptually, the net working capital is considered as a necessary
investment and accordingly, free cash flows are determined after deducting
the changes in net non-cash working capital. Discounting in such DCF
valuation models is done at the WACC, which is the weighted average cost of
capital, which necessarily is the expected return from the given business
considering the risks attached to such business.
Non-Cash Working Capital
An ongoing business requires investments not only into capital items for the
generation of business income but also needs for amounts blocked in trade
receivables and inventories, partly offset by the credit enjoyed from trade
payables. This amount is referred to as Non-cash working capital.
Valuation Professionals Insight

In reckoning for the DCF computation, the non-cash working capital the
following merit attention.
·   Cash is parked into gilt securities or in cash and cash equivalents, and
    thus either do not produce any returns or are at invested returns closer at
    risk-free rates.
·   Accordingly, the business risks do not attach to these amounts, and
    hence these should not be discounted at the business risk-adjusted
    WACC rates.
·   This cash is considered as freely available for the owners of the
    business.
This being so, it is however possible that the business model may require a
significant amount of cash to be held in the business for the day-to-day
operations. In such cases, it would be appropriate to consider such
requirements also as part of the net working capital needs in the computation
of discounted cash flows, as these amounts are a necessary component for
the business operations in the given business model.
In general, commercial business models (where the business is growing) lead
to a situation of the non-cash working capital being a positive number.
However, it is possible that either the non-cash working capital or changes in
non-cash working capital are negative in a given period or in the business
model itself. We will soon look up some examples.
The more often seen scenario in this is where the changes in non-cash
working capital are 'negative' in certain years based on say, efficiencies being
squeezed out of the inventory carrying position or the debt collection cycle.
Such efficiency drives could lead to cash flow generation from working capital
for either a short period or for a few years at a stretch. Needless to mention,
this cannot be considered as a source of cash flows for long periods. This
source, at best, could be for a short period. Similarly, at times, when the
company considers significant CapEx and where for short periods the
supplier credit gets skewed, these can happen. This, again, cannot be a
source for cash flows in the long run.
Industries Having Negative Non-Cash Working Capital
There are some industries and business models, where non-cash working
capital position is a regular phenomena. Essentially this means that the credit
offered by vendors is significantly higher compared to the inventory levels
and the receivable cycles. Such scenarios arise in the case of restaurant

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                        Handling Negative Working Capital in the DCF Model

business, where the suppliers offer credit, but the sales are largely for cash
and inventory levels are low with most items held in stock only for a day or
two.
Another example is the business of stock exchanges, where business
partners are required to maintain a cash deposit with the Exchange for
operations. As the services grow, the size of such cash deposit also
increases, proportionately. At the same time, all costs recoverable by the
exchange are in the ordinary course adjusted from the amounts payable and
hence, minimal current assets are required to be maintained by this business.
A third example of negative working capital position is the operation of petrol
pumps (in countries where government companies do not control petroleum
supplies). The oil companies typically allow a 30 ­ 60 day credit period while
the petrol pump sells fuel for immediate realization through cash or credit
card.
In a business model leading to a negative working capital position, this
cannot be considered as free cash flow to the owners as there is a liability to
repay these amounts in due course. Thus, these amounts have to be repaid,
and at best can be invested at the risk-free rate of return.
In such cases, it is in the best interest of the business to renegotiate with the
vendor and get some discount instead of the credit offered. This would enable
the company to have better profitability and valuation. In business scenarios,
this is more likely to happen, where feasible.
Impact in DCF Valuation
One of the underlying assumptions in the DCF model is that the net working
capital is invested in the business and the cash flows adjusting for this is only
available as free cash flow for the owners. Thus, the free cash flows arising to
the owners in the future years is discounted at the business's risk rate to
arrive at the present value of the business.
This assumption may continue to be appropriate even when for a few years
due to efficiencies being squeezed out or when expansions are planned, and
the net working capital adjustment is negative (releasing cash to the owners).
However, when the business model itself leads to negative non-cash working
capital, this assumption is not appropriate. The said additional cash is not
freely available to the owners, given the need for the business to ensure that
the money is protected for a "certain payout" to be effected in the future. The
payout of the cash is a specific future event should be invested only in risk-

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Valuation Professionals Insight

free return to protect the payment and is not free cash available for the
owners.
To reiterate, when the non-cash working capital is positive, it is considered
that the working capital liability recognized therein can be met from the
current assets reasonably, and only the net working capital is an investment
into the business. There is adequate positive working capital to meet the
liability from that itself. While, where the working capital liability exceeds the
working capital asset, its settlement has to be funded by a much higher risk
applicable to non-current assets.
Illustration:
A simple illustration to consider the implication.
The risk-free rate is 6% per annum, and WACC is 15%. If sale and purchase
as under are made today both for cash terms, the value would be the net
realization as under:
The base case of sale and purchase is made for cash with Sale value being
Rs 110/- and the purchase being Rs 100/- leading to a net realization of Rs
10/-
If the sale happens with one-month credit term for both sales and purchase,
the net amount of Rs.10 is to be adjusted for time value of money and at 15%
discounting, the present value would be Rs.9.88.
However, if the sale happens for cash but the purchase is with a credit term
of 1 month, the business gets a cash realization of Rs.110/- today, and the
business has to pay the creditor a sum of Rs.100/- at the end of one month.
In such a scenario, the owner cannot dispose of the amount of Rs.110/- at his
convenience and would have to set aside such a sum as to be able to realize
Rs.100/- by the end of month 1 to be able to pay the vendor for his dues. As
this is a guaranteed payout, the business cannot free this money for the
owners but will have to invest in a risk-free manner to be able to meet the
liability, which would work out to Rs.99.50. Thus, the free cash flow can be
considered only as Rs.110 ­ Rs.99.50 = Rs.10.50. As against this, if the cash
flows are discounted at the business's risk rate of 15%, then the free cash
flow would work out to Rs.110 ­ Rs.98.77 = Rs.11.23.
How to Consider In DCF Valuation ­ Practical Insights
The above illustration gives a simplistic view of the implication of negative
non- cash working capital in the determination of DCF valuation.


                                        64
                        Handling Negative Working Capital in the DCF Model

From a practical perspective of addressing this, two options could be
considered:
One, the DCF valuation is calculated in the same manner, but from that, the
net non-cash current liability as at the end of the specific period discounted to
today's present value at the risk-free rate be reduced from the DCF value
computed to provide the estimate of the equity valuation. Two, the non-cash
current asset position, if it is negative, be ignored and in consideration of the
benefit enjoyed by the entity with the extra credit, the interest income earned
from such amounts be included in the EBIDTA. In the ordinary course, such
interest income from cash surpluses would have been reduced from the
EBIDTA considered in DCF valuation, which can be modified for this purpose.
The foregoing gives you some insight into how to handle valuation situations
that involve negative working capital or of a case where consistent increase
in working capital is negative.




                                       65
                                                               Chapter 10
         Cash Flow Projections ­ How
    important it is for Valuation through
                                    DCF?
It is widely accepted that Discounted Cash Flow Method (DCF) is one of the
important and significantly used method under Income approach. However,
in valuation exercise carried using DCF method, a significant time is spent on
determining the discount rate, growth rate for terminal value while the cash
flow projections are given less priority and are generally an extrapolation of
historical data. However, someone who has worked to derive intrinsic value
of an entity would understand that future cash flows play most significant part
in determining the value.
Prof Damodaran in one of his blog states that in both academia and practice,
far more attention is paid to discount rate than to the estimation of cash flow.
In all the theory used in discounted cash flow developed by academics over
last 5-60 years, 90-95% or perhaps even more of the papers, research done
on discounted cash valuation is about the D that is discount rate whether you
look at CAPM, Arbitrage pricing model or, Modern portfolio theory model etc.
While in academia, this focus can be traced to the fact that it is far easier to
build theory and general models for discount rate than cash flow, in practice,
this focus can be traced to:
-   An over estimation of the impact of discount rates on the value
-   A need for control
While a significant time and energy is spent on Discount rate, considerably
less time is devoted to Cash flow determination. Practitioners many a time
spend more than 50-60% of time in determining discount rate. As per Prof
Damodaran, Cost of Capital of 80% of Global companies (As on January
2016) is between 5.96% (10th Percentile) to 11.83% (90th percentile) while
median is 8.76%. Using cost of capital which is slightly plus or minus of these
ranges may not impact valuation significantly however in comparison,
carrying out valuation with loosely prepared projected cash flow can lead to
serious valuation diversion as in DCF value is determined by brining future
cash flow to the present time.
    Cash Flow Projections ­ How important it is for Valuation through DCF?

Considering above, a natural question then arises is how come Cash flow
projections is not given its due importance in Valuation process?
Before we further delve into this aspect it is fair to look at some guidance
from ICAI Valuations Standards (IVS) issued by Institute of Chartered
Accountant of India (ICAI). ICAI Valuation Standard 103 ­ Valuation
Approaches and Methods, defined following as important inputs for
determining value of an asset through Discounted Cash Flow (DCF) Method:
-   Cash Flows
-   Discount Rate; and
-   Terminal Value
ICAI Valuation Standard 103 further states that while generally, historical
financial statements are used as the base for preparation of projections, if in
future, changes in circumstances are anticipated the assumptions underlying
the projections shall reflect differences on account of such differences vis-à-
vis the historical financial statements. Further, A valuer shall by employing
procedures such as ratio analysis, trend analysis to determine historical
trends, gather necessary information to assess risks inherent in the
achievability of the projections.
While cash flow determination involves making various assumptions specially
with regard to revenue, COGs, Expenses etc. each of these elements needs
to be analyzed in depth to determine the best possible set of cash flow
number. The process becomes significant in case of startup and younger
entities where there is no historical basis to fall back upon as in such case
the projections are primarily dependent upon the assessment of promoters
who naturally have positive bias on the business performance.
Further, as per "ICAI Valuation Standard 201 ­ Scope of Work, Analyses and
Evaluation" issued by ICAI RVO, while valuation shall not be constituted as
an audit or review in accordance with the auditing standards applicable in
India, accounting/ financial/ commercial/ legal/ tax/ environmental due
diligence or forensic/investigation services and shall not include verification
or validation work however a valuer is expected to get understanding of
Business of the entity and financial projections on which valuation is based.
ICAI Valuation Standards have clearly reflected the intent that while a firm
under valuation exercise is free to develop and provide cash flow and
financials projection however valuer is expected to vet the same to ensure
sanity.

                                      67
Valuation Professionals Insight

DCF values a company by determining the present value of its future cash
flow. In addition to cash flow from operations, reinvestment of funds in capital
expenditure and non-cash working capital are equally important. While
historical numbers can be good base to start however the future cash flows
need to be determined keeping in mind the business dynamics, changing
circumstance in future.
James Montier, in his article "The Danger of DCF" states that there are no
evidences that Analysts are capable of forecasting either short-term of long-
term growth. An analysis done by one of his of team-mate reflected that in
the US, the average 24-month forecast error is 93%, and the average 12-
month forecast error is 47% over the period 2000-2006. Just in case you
think this is merely the result of the recession in the early part of this decade,
it isn't. excluding those years makes essentially no difference at all. The data
for Europe is no less disconcerting. The average 24-month forecast error is
95%, and the average 12-month forecast error is 43%. He further goes on to
state that, Frankly, forecasts with this scale of error are totally worthless.
While we need not get disheartened by above data and stop using DCF for
valuation however this surely raises a serious question that If this is the scale
of forecast error in projecting cash flow, then isn't it the critical area where a
valuer should spend his significant time to evaluate.
Needless to mention that while DCF valuation should be taken with pinch of
salt, however one must not forget the saying that "Garbage in garbage out"
which is equally applicable in the valuation process. If cash flow projections
are not done appropriately then final value obtained shall surely be far away
from realistic value of the business.
In practice, including a company specific risk premium to account for
differences between the forecasted and expected cash flows is generally
accepted by valuation professionals. The publications of the American
Society of Appraisers (ASA) and the American Institute of Certified Public
Accountants (AICPA) suggest in their guides to valuation that company
specific risk premium be included in the discount rate as an adjustment for
the riskiness of the forecast. These adjustments are qualitative, at best.
So how one deals with this situation? Is there any accurate way to project
Cash flow of company? Needless to mention that it is next to impossible to
accurately project future earning or cash flow to any company. However,
DCF valuation process is one of prevalent method and one needs to carry

                                       68
    Cash Flow Projections ­ How important it is for Valuation through DCF?

out this exercise of determining cash flows to determine value of a business.
What is required is to not loosely extend the historical numbers to future and
carry out a comprehensive analysis of historical numbers, firm's business,
industry dynamics and carry out certain sanity checks. While cash flows are
commonly created by extending historical financials into the future, it is
always good that projections are created through more fundamental analysis
of perceived future opportunities for the product, firm, its division or industry.
One must keep in mind that cash flow projection for valuation can be done at
firm level or equity level depending upon the value we aim to arrive at. It is
important to be clear on this at the start so as to avoid any double counting of
numbers at later stage. For determining value for Equity using cash flow to
firm, popularly known as FCFF (Fee cash flow to firm) can lead to wrong
value if appropriate adjustments are not done in cash flow or through debt
reduction.
Further it is important to keep the assumptions as simple as possible. The
more assumptions or variables we enter into cash flow projections, it become
more prone to biases or error e.g. Non- cash working capital investment can
be worked out at current assets and current liabilities level or one can try to
determine the values for each component of working capital components
however in such case, assumptions shall need to be made for each of such
components.
There is no dispute that Discounted Cash flow method is most popularly used
method under Income approach, however one must critically evaluate the
Cash flow projections to determine the correct value.
References:
ICAI Valuation standards
·   Blog posts (Prof. Ashwath Damodaran)
·   Valuation when cash flow forecasts are Biased (Richard S. Ruback,
    Harvard Business School)
·   Dangers of DCF (James Montier, Société General)




                                       69
                                                                Chapter 11
                             IND AS 113 ­ Fair Value
                                      Measurement
Background
Before we deep dive into the Indian Accounting Standard 113 (IND AS 113)
on Fair Value Measurement, it is important to note that this standard does not
by itself require any specific fair value measurement. Instead, it only provides
the necessary framework for fair value measurement in those cases where
any other accounting standard requires or permits fair value measurement.
The primary role of IND AS 113 is to define fair value, lay down a framework
for fair value measurement and also to provide guidance about required
disclosures related to fair value measurement.
While the unit of account for a fair value measurement is required always for
a particular asset or liability, in practice it could be either a standalone asset
or liability or a group of assets or liabilities. For instance, a fair value
measurement of a financial instrument would be that of a standalone asset,
while the fair value measurement of a cash generating unit would usually be
that of a group of assets forming a business. However, in any particular case,
whether a standalone asset is to be valued or a group of assets is to be
valued would be guided by the originating accounting standard that required
or permitted such fair value measurement in the first place.
IND AS 113 defines fair value as `the price that would be received to sell an
asset or paid to transfer a liability in an orderly transaction between market
participants at the measurement date'. This definition revolves around an exit
price mechanism as at the measurement date.
One of the key principles underlying fair value measurement under IND AS
113 is the market participant concept. The standard requires that the
assumptions used in the fair value measurement must reflect the
assumptions that market participants would use in such fair value
measurement. This concept inherently assumes that market participants
would usually act in their best economic interest. Such fair value
measurement based on market participant assumptions would ensure that fair
                                        IND AS 113 ­ Fair Value Measurement

values are not vitiated by entity specific intentions and instead reflect a
broader market perspective.
The `highest and best use' concept is another important principle introduced
by IND AS 113. This mandates that a fair value measurement must assume
the highest and best use of the assets by market participants, irrespective of
its present actual use while also considering its physical, legal and financial
feasibility. However, this principle is to be applied primarily for valuation of
non-financial assets.
Apart from all the above key aspects, the main focus on IND AS 113 lies in
guidance on valuation techniques and use of relevant inputs for valuations.
Valuation Techniques
The valuation techniques can be broadly classified into market approach, cost
approach and income approach.
·   Market Approach
    The market approach uses prices and other relevant information
    generated by market transactions involving identical or comparable
    assets, liabilities or a group of assets and liabilities, such as a business.
    Although IND AS 113 by itself does not lay down the specific methods
    available for use within each valuation approach, based on generally
    accepted valuation practices in India, the market approach can broadly
    include valuation methods such as market prices method, comparable
    companies' multiples method, comparable transactions' multiples method
    and price of recent investments method. Under the market prices
    method, the instrument's own quoted prices form a basis for fair value
    measurement. The comparable companies' multiples method uses the
    implied multiples (of earnings / revenues / assets) of quoted comparable
    companies as the basis for valuation. The comparable transactions'
    multiples method uses similar implied multiples from recent transactions /
    deals / acquisitions in similar sector. The price of recent investment
    methodology primarily uses the valuation benchmarks based on latest
    recent rounds of funding / transactions in the subject matter of valuation.
·   Cost Approach
    The cost approach reflects the amount that would be required currently to
    replace the service capacity of an asset (akin to a current replacement
    cost). This can be based on either adjusted historical cost or even
    replacement cost estimates.

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Valuation Professionals Insight

·   Income Approach
    The income approach converts future amounts (e.g. cash flows or income
    and expenses) to a single current (i.e. discounted) amount. When the
    income approach is used, the fair value measurement reflects current
    market expectations about those future amounts. The discounted cash
    flow method is the most familiar method of valuation under the income
    approach.
As far as selection of valuation technique to be used in any fair value
measurement, there is no one-size-fits-all guidance. Like in any valuation, the
choice of valuation techniques and methods would depend on the facts and
circumstances of each case including availability of information. In some
cases, a single valuation technique will be appropriate, while in some other
cases use of multiple valuation techniques may be warranted. While using
multiple valuation techniques, it would be also important to consider the
deviation in fair values under different techniques and also their range of fair
values. Even while using multiple valuation techniques, the valuer might have
to arrive at a single conclusion based on use of appropriates weightages and
other factors if any.
Since fair value measurements under IND AS 113 are most likely to be a
recurring annual / quarterly exercise, it is important to maintain consistency
with respect to selection of valuation techniques for the same fair value
measurement for each subsequent period, unless a change in circumstances
warrants for a change in selection of valuation techniques. In such cases, this
may also be construed as a change in accounting estimate.
In certain cases where initial transaction price itself is the fair value at initial
recognition, the standard provides for a calibration approach using applicable
valuation techniques and inputs at the initial measurement date to calibrate
the transaction price, which shall then thereafter be used for valuation
techniques and inputs to be considered for the related future recurring fair
value measurements.
Valuation Inputs
Under each of the above valuation techniques, every fair value measurement
would require the use of various inputs and assumptions.
Inputs that are developed using market data, such as publicly available
information about actual events or transactions, and that reflect the


                                        72
                                        IND AS 113 ­ Fair Value Measurement

assumptions that market participants would use when pricing the asset or
liability are referred to as `observable inputs' .
Inputs for which market data are not available and that are developed using
the best information available about the assumptions that market participants
would use when pricing the asset or liability are referred to as `unobservable
inputs'.
As per IND AS 113, an entity shall use valuation techniques that are
appropriate in the circumstances and for which sufficient data are available to
measure fair value, maximising the use of relevant observable inputs and
minimising the use of unobservable inputs. For this purpose, IND AS 113 lays
down a fair value hierarchy that categorizes such inputs into three levels viz.
Level 1, Level 2 and Level 3. It is important to note that these levels are for
valuation inputs or assumptions, and not directly for selection of valuation
techniques or methods. As per such fair value hierarchy, the highest priority
of usage is to be given to Level 1 inputs wherever available, thereafter
followed by Level 2 inputs and Level 3 inputs respectively.
It is also pertinent to note that most times a single fair value measurement
may require multiple inputs which form part of different levels of such
hierarchy. In such case, the fair value measurement is categorized to be in its
entirety in the same level of the fair value hierarchy as the lowest level input
that is significant to the entire fair value measurement.
The following are broad principles for each level of fair value hierarchy as laid
down under IND AS 113:
·   Level 1 Inputs
    Level 1 inputs are quoted prices in active markets for identical assets at
    the measurement date. A quoted price in an active market provides the
    most reliable evidence of fair value and must be usually used without
    adjustment to measure fair value whenever available. The standard also
    specifies that adjustments, if necessary, are permitted only in certain
    specified circumstances.
·   Level 2 Inputs
    Level 2 inputs are inputs other than the above quoted prices that are
    observable for the asset either directly or indirectly. This generally
    includes quoted prices for similar assets in active markets, quoted prices
    for identical or similar assets in markets that are not active, market-
    corroborated inputs or other inputs that are observable such as interest

                                       73
Valuation Professionals Insight

    rates, credit spreads, etc. While using Level 2 inputs, it is more common
    to make adjustments for various factors to account for dissimilarities
    between such comparable or similar assets and the subject asset being
    valued.
·   Level 3 Inputs
    Level 3 inputs are unobservable inputs for the asset or liability. However,
    the standard clearly states that such unobservable inputs are to be used
    only to the extent that the relevant observable inputs in the earlier levels
    of hierarchy are not available. A familiar example of Level 3 unobservable
    input could be the projected cash flows that was developed using the
    entity's own data which could not be corroborated using market
    benchmarks.
As is evident from all of the above, the crux of IND AS 113 lies in the
guidance given to prioritize the use of more market corroborated inputs and
assumptions to lend more reliability to the fair value measurements.
A resultant outcome of the above is also that the standard lays down detailed
disclosure requirements for fair value measurements, including valuation
techniques used, applicable level of fair value hierarchy, sensitivity analysis
for use of significant unobservable inputs and such other similar
requirements.




                                      74
                                                                Chapter 12
                                     Factors of Valuation
This article focuses on:
·     How risk free rate differs from one country to another and creates
      complexity in valuation of multinational company
·     How professionals wrongly calculate implied cost of equity
·     Right approach to calculate implied cost of equity under 2 models -
      Residual Income Method and Dividend Distribution Method (see case
      study)
·     Using Microsoft Excel 'What if analysis' to gain implied cost of equity of
      a listed company
Introduction
Paradigm of valuation changes with every small business change. As a valuer
you would agree that even a tiny alteration in input can have a massive
impact on a valuation. On a negotiation table, crucial conclusions distinguish
a good valuer from not so good valuer primarily on rationalization of inputs
and validation of process of valuation. A conventional wisdom of valuation is
a collective reflection of assumptions and critical thinking. Hence, it becomes
imperative for any valuer to corroborate justification of data and postulations.
Two Factors of Valuation
Whenever professional receives a valuation engagement, he needs to elect
two key factors:
1. Method
2. Valuation Perspective
    Method                                   Perspective
  Discounted Cash Flow                         Enterprise Value or
  Dividend Discount Model                      Equity Value
  Residual Income Model
  Earnings Growth Model
In either of these models, critical input is `a discount rate to be used' to reach
Valuation Professionals Insight

a present value of the equity. We use `Cost of Equity (ke)' as a discount
factor under Equity Value perspective. Though CAPM is a most celebrated
model to estimate ke, the model is criticized as Beta coefficient is not a good
estimator of expected risk premium. There are 3 factors that influence ke ­
1.Risk free Interest Rate, 2. Equity Risk Premium and 3.Beta Coefficient
Equity Risk Premium may be calculated on the basis of long term historical
average. Beta Coefficient on the other hand may be calculated on the basis
of more recent historical period. Every intelligent strategy to deliver high
average returns ends up delivering high market beta.
Valuation is calculation at a specific point in time and must echo current
conditions at valuation date and current expectations of market participants.
Every valuer hypothesizes ­ efficiency of financial market (i.e. price = intrinsic
value) and forecast is not slanted with excessive optimism. However, under
unusual market conditions, normalization of input data is necessary.
Enterprise valuation subsumes WACC as a rate of discounting. WACC is
calculated using Ke, Kd and market weights of Equity and Debt. Estimation of
WACC based on Modigliani Miller Approach hypothesizes zero bankruptcy
costs while evidence suggests that even companies rated BBB (investment
grade) have a debt beta coefficients persistently greater than zero.
Risk Free Rate
Under CAPM, valuation practitioners usually consider risk free rate as an
approximation of yields on long term government bonds of the country where
company's headquarter is located. However, in case of multinational
companies, this solution may not be practicable. This is because two different
companies that compete is same markets on a global basis, which are
exposed to the same risks (except different country risks) and use same
functional currency (e.g. USD), should always be valued on the basis of same
cost of capital regardless of the country where they are headquartered (eg.
India, Srilanka or Pakistan) even though yield spreads between their
respective government bonds of the two countries are wide [Risk Free Rate
on 10 Year Govt. Bond Country wise ­ India (7.59%), Srilanka (11.50%),
Pakistan (13.59%)].
Calculation of Implied Cost of Equity
Let us now understand how to calculate implied cost of equity (ke) of a listed
company. Once you get the ke of listed company, it can be used as a basis to
estimate ke of unlisted company you are valuing after relevant adjustments.

                                       76
                                                              Factors of Valuation

Let us talk about both of them in detail. What we observe from the market is -
the method valuer uses to extract the implied cost of capital does not have to
be necessarily same as that used by equity analysts to estimate intrinsic
value of the share. This is because analyst forecast for limited number of
years and terminal value may be calculated with altogether different
assumptions. We will use two models to demonstrate valuation of equity: 1.
Residual Income Method (RIM), and Dividend Distribution Model (DDM).
Presume following scenario:
 Assumptions
 Number of Shares                             10,00,000            (A)
 Market Price/ Share (Rs.)                    991.810023           (B)
 (observed from the market)
 Market Capitalisation of Company (Rs.)       99,18,10,023         (C ) = A x B
 Following are the forecast of analysts       Net Income           Dividends (Rs.
                                              (Rs. Million)        Million)
 Year 1                                       100                  1.75
 Year 2                                       114                  3.5
 Year 3                                       126                  3.5
 Year 4                                       131                  4
 Year 5                                       133                  4.5
 Growth Rate beyond forecast period           3%
 Book Value of Equity at the Valuation            30,00,00,000
 Date

We will re-write the above data set as follows:
                                                                         (Rs. Million)
                                                         Years
              Data Set                1           2        3           4          5
 A Income (Rs. Million)            100       114        126        131         133
 B Dividend                        1.75      3.5        3.5        4           4.5
 C Book Value at the Beginning     300       398.25     508.75     631.25      758.25
 D Book Value at the End of        398.25    508.75     631.25     758.25      886.75


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Valuation Professionals Insight

     Year (D = C + B - A)
 E Growth Rate beyond forecast           3%
   period (g)
 F Cost of Equity (Ke) -                 10%
   presumed rate

 Valuation - Income Based Method - Residual Income Method (RIM)
                                                                              (Rs. Million)

                                                             Years

            Particulars              1             2     3           4       5      Termin
                                                                                      al
                                                                                    Value
 A   Residual Income =
     Income ­ [(Ke) x
     BV(beginning)]
     i) Income (NI)                100        114        126        131    133
     ii) BV (beginning)            300        398.25 508.75 631.25         758.25
     iii) Ke x BV (beginning)      30         39.825 50.875 63.125         75.825
     iv) Residual Income (RI) 70              74.175 75.125 67.875         57.175
     (i.e. (i) - (iii)
 B   NI of 6th Year = NI of 5th                                                     136.99
     Year x (1+g)
 C   BV (beginning of 6th                                                           886.75
     year) = BV (end of 5th
     Year)
 D   RI (of 6th Year) = NI of                                                       48.315
     6th Year = Ke x BV
     above
 E   Discounting Factor            0.9091     0.8264 0.7513 0.6830         0.6209
 F   Present Value (A(iv) x        63.636     61.301 56.442 46.359         35.501   428.568
     E)                            4          7          5          5      2        8
 G   Terminal Value = RI/(ke-g) x Disc. End of 5th Year
 H   Please note - RI of 6th Year is not equal to RI of 5th Year x (1+g)
 I   Sum of PV (RI)                691.81
                                   00
 J   BV                            300
 K   Hence, Equity Value           991.81
     (K = I + J)                   00




                                              78
                                                                             Factors of Valuation

Valuation - Cash Flow Based Model - Dividend Distribution Model (DDM)
                                                            (Rs. Million)
                                                                 Years
         Particulars                1         2              3           4            5   Terminal
                                                                                           Value
A   BV of Year 6 = BV                                                                     913.3525
    of Year 5 x (1+g)
B   Dividends                1.75       3.5            3.5          4           4.5
    Dividend of Year 6
    =
    NI of Year 6 - (BV
    of Year 6 - BV of
    Year 5)
    i) NI of Year 6                                                                       136.99
    (check previous
    table (B)
    ii) BV of Year 6                                                                      913.3525
    iii) BV of Year 5                                                                     886.75
    (check data set
    table (D))
    iv) Hence NI of                                                                       110.3875
    Year 6 = (i) - [(ii) -
    (iii)]
C   Terminal Value =                                                                      1576.964
    (iv) x (ke-g)                                                                         3
D   Discounting Factor       0.9091     0.8264         0.7513       0.6830      0.6209
E   PV (Dividends)           1.5909     2.8926         2.6296       2.7321      2.7941    979.1708
F   Hence, Equity            991.8100
    Value


     Comparison                                                                Equity Value
                                                                               (Rs. Million)
A RIM Approach                                                                 991.8100
B DDM Approach                                                                 991.8100
C Variance (C ) = (A) - (B)                                                    0.0000
However, we observe that valuers often calculate 6th year's Residual Income
as 5th Year's Residual Income x (1+g) and 6th year's Dividend = 5th year's
Dividend x (1+g). This results in following anomaly as can be observed by
comparing equity values under both alternative models as follows:

                                                  79
Valuation Professionals Insight

Valuation - Alternate RIM Approach (but can be proved to be wrong)
                                                            (Rs. Million)
                                                          Years
      Particulars             1           2           3           4          5      Terminal
                                                                                     Value
A   Residual Income
    = Income - (Ke)
    x BV(beginning)
    i) Income (NI)      100            114         126        131         133
    ii) BV              300            398.25      508.75     631.25      758.25
    (beginning)
    iii) Ke x BV        30             39.825      50.875     63.125      75.825
    (beginning)
    iv) Residual        70             74.175      75.125     67.875      57.175
    Income (RI) (i.e.
    (i) - (iii)
C   RI (of 6th Year)                                                                58.8903
    = RI of 5th Year
    x (1+g)
D   Discounting         0.9091         0.8264      0.7513     0.6830      0.6209
    Factor
E   Present Value       63.6364        61.3017     56.4425    46.3595     35.5012   522.3745
    (A(iv) x E)
F   Terminal Value = RI/(ke-g) x Disc. End of 5th Year
G   Please note - RI of 6th Year is not equal to RI of 5th Year x (1+g)
H   Sum of PV (RI)      785.6157
I   BV                  300
J   Hence, Equity       1085.6157
    Value
    (K = I + J)




                                              80
                                                                     Factors of Valuation

Valuation - Alternate DDM Approach (but can be proved to be wrong)
                                                                               (Rs. Million)
                                                          Years
    Particulars              1         2           3         4          5         Terminal
                                                                                   Value
A   Dividends               1.75      3.5         3.5        4         4.5
B   Dividend of Year 6 =                                                           4.635
    Div. of 5th Year x
    (1+g)
C   Terminal Value = (B)                                                          66.2143
    / (ke-g)
D   Discounting Factor     0.9091    0.8264      0.7513    0.6830     0.6209
E   PV (Dividends)         1.5909    2.8926      2.6296    2.7321     2.7941      41.1139
F   Hence, Equity          53.7531
    Value



       Comparison                                                 Equity Value
                                                                  (Rs. Million)
A      Alternate RIM Approach                                     1085.6157
B      Alternate DDM Approach                                     53.7531
C      Variance (C ) = (A) - (B)                                  1031.8626
From above, we can observe that Value of Equity per RIM approach is higher
by Rs.1031.8626 Million than the Value of Equity per DDM approach. It is
illogical to conclude two different values using same assumptions.
If you minutely observe, the difference in value is a result of wrong application
of the growth rate. In our data assumption, we have used a Growth Rate
beyond forecast period (g) at 3%. Often analysts consider such growth period
onto `Net Income' and not onto `Residual Income' or `Dividend'. Hence, while
calculating terminal value, one needs to be cautious of application of growth
rate onto inputs in method used. For example, in RIM approach, `Residual
Income of 6th Year' is not equal to `Residual Income of 5th Year x (1+g)'.
Similarly, in DDM approach, `Dividend of 6th Year' is not equal to `Dividend
of 5th Year x (1+g)'.
When models are used in isolation, valuers often mistake to verify correlation
between assumptions used under two different valuations. For example, in
above example, if we presume `Net Income Growth Rate of 3% (as given)' for

                                            81
Valuation Professionals Insight

`Residual Income Approach', it must logically get reflected in management's
assumption of expected growth rate in dividend under DDM. If today's market
capitalisation is Rs.991.81 Million and Dividends for next 5 Years are Rs.
1.75m, Rs. 3.5m, Rs. 3.5m, Rs. 4m, and Rs. 4.5m; expected growth rate in
dividend beyond forecast period has to be 9.69%. However, we observe
following wrong calculation of expected growth rate in dividend.
Valuers wrongly calculate dividend growth rate by application of continuous
compounding mathematical formula Future Value = Present Value x e^rate x
time. For example, in a given data, valuers may end up calculating 4.5 = 1.75 x

e^rate x 4 years resulting in annual growth rate of 23.61% [you can calculate
annual growth rate of dividend from 1st year to 5th year in excel using formula
`=LN(4.5/1.75)/4']. Such growth rate will result in Equity valuation of Rs. (-)
12. 74 (this is because growth rate of 23.61% is more than implied equity rate
of 10%).
Some valuers may be attracted to use recent growth rate i.e. growth of
dividend from 4th year to 5th year which turns out to be 11.78% on a
continuous compounding basis and presume it to be growth rate of dividend
for a period beyond forecast. This results in equity value of Rs.(-) 162.99 (this
is because growth rate of 11.78% is more than implied equity rate of 10%).
However, these assumptions do not correlate with existing market price of
Rs. 991.81. Hence, truthfulness of assumption needs to be verified before
proceeding with valuation exercise under any method.
Use of Microsoft Excel to Estimate Implied Cost of Equity
Let us brief you about how to calculate implied cost of equity by using `what if
scenario' in Microsoft excel.
If we use same data except a presumed cost of equity of 12% in order to
create an excel simulation to identify implied cost of equity, valuation would
be as follows:
                                                                        (Rs. Million)
                                            Years
    Data Set                                1       2       3       4          5
A   Income                                  100     114     126     131        133
B   Dividend                                1.75    3.5     3.5     4          4.5
C   Book Value at the Beginning             300     398.2   508.7   631.2      758.2
                                                    5       5       5          5



                                       82
                                                                          Factors of Valuation

D   Book Value at the End of Year (D = C + B       398.2      508.7       631.2       758.2      886.7
    - A)                                           5          5           5           5          5
E   Growth Rate beyond forecast period (g)         3%
F   Cost of Equity (Ke) - Trial rate               12%

Income Based Method - Residual Income Method (RIM)
                                                                                          (Rs. Million)
                                                            Years
     Particulars              1           2             3             4           5           Termin
                                                                                                al
                                                                                               Value
A    Residual Income
     = Income - (Ke) x
     BV(beginning)
     i) Income (NI)        100         114         126        131             133
     ii) BV (beginning)    300         398.25      508.75     631.25          758.25
     iii) Ke x BV          36          47.79       61.05      75.75           90.99
     (beginning)
     iv) Residual          64          66.21       64.95      55.25           42.01
     Income (RI) (i.e.
     (i) - (iii)
B    NI of 6th Year =                                                                         136.99
     NI of 5th Year x
     (1+g)
C    BV (beginning of                                                                         886.75
     6th year) = BV
     (end of 5th Year)
D    RI (of 6th Year) =                                                                       30.58
     NI of 6th Year =
     Ke x BV above
E    Discounting           0.8929      0.7972      0.7118     0.6355          0.5674
     Factor
F    Present Value         57.1429 52.7822 46.2301 35.1124                    23.8376         192.799
     (A(iv) x E)                                                                              0
G    Terminal Value = RI/(ke-g) x Disc. End of 5th Year
H    Please note - RI of 6th Year is not equal to RI of 5th Year x (1+g)
I    Sum of PV (RI)        407.904
                           2
J    BV                    300
K    Hence, Equity         707.904
     Value (K = I + J)     2




                                              83
Valuation Professionals Insight

Cash Flow Based Model - Dividend Distribution Model (DDM)
                                                                                   (Rs. Million)

                                           Years
    Particulars                            1           2      3      4      5         Termin
                                                                                      al
                                                                                      Value
A   BV of Year 6 = BV of Year 5 x                                                     913.352
    (1+g)                                                                             5
B   Dividends                              1.75        3.5    3.5    4      4.5
    Dividend of Year 6 =
    NI of Year 6 - (BV of Year 6 - BV
    of Year 5)
    i) NI of Year 6 (check previous                                                   136.99
    table (B)
    ii) BV of Year 6                                                                  913.352
                                                                                      5
    iii) BV of Year 5 (check data set                                                 886.75
    table (D))
    iv) Hence NI of Year 6 = (i) - [(ii)                                              110.387
    - (iii)]                                                                          5
C   Terminal Value = (iv) x (ke-g)                                                    1226.52
                                                                                      78
D   Discounting Factor                     0.8929      0.79   0.71   0.63   0.56
                                                       72     18     55     74
E   PV (Dividends)                         1.5625      2.79   2.49   2.54   2.55      695.964
                                                       02     12     21     34        8
F   Hence, Equity Value                    707.90
                                           42



    Comparison                                                           Equity Value
                                                                         (Rs. Million)
A   RIM Approach                                                         707.9042
B   DDM Approach                                                         707.9042
C Variance (C ) = (A) - (B)                                              0.0000



                                                  84
                                                           Factors of Valuation

However, we observe in the market that market value per share of a company
is Rs. 991.810023. Hence, we need to adjust our trial rate of 12% to that rate
such that the valuation equates with market capitalisation. This identified rate
is called as `implied rate of equity'. We can achieve this goal by using `what if
analysis' in Microsoft excel. To use this functionality follow steps:
1. Click `Data'
2. Click `What if Analysis'
3. Click `Goal Seek'
4. Set Cell = Cell which you want to change (we are changing the value of
   equity to match up with market capitalisation)
5. To value = Market Capitalisation
6. By changing cell = Cell where you have written the Trial presumed cost
   of equity of 12%
7. Click `Ok'
8. Cell you selected in step 6 should automatically change to 10% (which in
   fact the implied equity we used in our base calculation).
Once you calculate implied cost of equity of a listed company which is similar
to your business/ industry, you can then identify the beta related to industry
on application of CAPM. CAPM offers ke = Risk Free Rate (rf) + Beta x Risk
Premium(rp). Once you identify the Beta, you can further leverage/
deleverage it by application of capital structure. This will help you estimate
Cost of Equity/ Implied Cost of Equity of the company you are valuing.
Conclusion
Country-wise `Risk-free-rate' may be dissimilar and can add up to complexity
in valuing multinational company. Right input with wrong processing still gives
a wrong output. As a valuer, you will be questioned on inputs, processes, and
perceptions. Finally, the winner of the valuation negotiation is the one who
not only persuades story behind the numbers but also validates reliability of
numbers used.




                                       85
                                                                Chapter 13
                Valuation under various Laws
Section 247 of the Companies Act, 2013 provides for Valuation by Registered
Valuers. By virtue of this section, and related sections, the professionalization
of valuation under the CA, 2013 has been set in motion. The IBBI has been
made the `authority' by the Government of India, Ministry of Corporate Affairs
(MCA), to perform the functions under the Companies (Registered Valuers
and Valuation) Rules, 2017 (Valuation Rules).
Valuation under the Insolvency and Bankruptcy Code, 2016
Section/        Brief description            Requirement
Regulation
Regulation  Appointment                 of   The      Insolvency     Resolution
27 of IBBI registered valuers                professional (IRP) shall within 7
(Insolvency                                  days of his appointment, appoint
Resolution                                   two    registered    valuers    to
Process for                                  determine the liquidation value of
Corporate                                    the     corporate    debtor      in
Persons)                                     accordance with regulation 35
Regulations
2016
Regulation  Liquidation value                The      2    registered     valuers
35 of IBBI                                   appointed under Regulation 27
(Insolvency                                  shall submit to the IRP, an
Resolution                                   estimate of the liquidation value.
Process for                                  If in the opinion of the IRP, the 2
Corporate                                    estimates       are     significantly
Persons)                                     different, he may appoint another
Regulations                                  registered valuer who shall submit
2016                                         an estimate in the same manner.
                                             The average of the 2 closest
                                             estimates shall be considered the
                                             liquidation value
Regulation 3 Initiation of voluntary         Where a corporate person intends
(2) of IBBI                                  to liquidate itself voluntarily, the
                                             Valuation under various Laws

(Voluntary      liquidation               declaration shall be accompanied
Liquidation                               by the report of the valuation of
Process)                                  assets of the corporate person,
Regulations                               prepared by a registered valuer.
2016
Section 59(3)
Regulation     Final report prior to      The liquidator shall prepare a sale
38 (1) of IBBI dissolution                statement of assets showing the
(Voluntary                                value realized lesser than the
Liquidation                               value assigned by the registered
Process)                                  valuer
Regulations
2016
Section 46      Valuation of avoidable    The adjudicating authority may
                transactions              require an independent expert to
                                          assess evidence relating to the
                                          value of the transactions.


Valuation under SEBI ­ SEBI (Listing Obligations and Disclosure
Requirement) Regulations 2015 (LODR), SEBI (Issue of Capital and
Disclosure Requirements) Regulations, 2018 (ICDR), SEBI (Employee
Stock Option Scheme) Regulations, 2014 (ESOP)
Regulations      Brief description        Requirement
SEBI delisting Rights    of      public Where equity shares are delisted
regulations - shareholders in case of by a recognized stock exchange,
23             compulsory delisting     the stock exchange shall appoint
                                        an independent valuer or valuers
                                        who shall determine the fair value
                                        of the delisted equity shares; from
                                        out of its panel of expert valuers.
SEBI ICDR - Preferential issue ­ Conversion price shall be certified
70          conversion of debt into by two independent qualified
            equity under strategic valuers.
            debt        restructuring
            scheme


                                     87
Valuation Professionals Insight

SEBI ICDR ­ Disclosures                ­ Where specified securities are
73          consideration          other issued on a preferential basis for
            than cash                    consideration other than cash,
                                         the valuation of assets in
                                         consideration for which the equity
                                         shares are issued shall be done
                                         by an independent qualified
                                         valuer, which shall be submitted
                                         to the recognized stock exchange
                                         where the equity shares are
                                         listed; provided that if the stock
                                         exchange is not satisfied with the
                                         appropriateness of the valuation,
                                         it may get the valuation done by
                                         any other valuer
SEBI       ICDR Revaluation certificate   Revaluation certificate of the
annexure to                               issuing company's assets given
the          due                          by an approved valuer
diligence
certificate
SEBI LODR Role of audit committee         Valuation of undertakings or
Part C ­                                  assets of the listed entity,
regulation                                wherever it is necessary
18(3)
SEBI SAST Offer price                     The open offer for acquiring
regulations ­                             shares under regulations 3, 4, 5
regulation 8                              or 6 shall be determined in
                                          accordance with sub-clause (2) or
                                          (3). (2)(e) where the shares are
                                          not frequently traded, the price
                                          determined by the acquirer and
                                          manager to the open offer taking
                                          into account valuation parameters
                                          including,      book        value,
                                          comparable trading multiples and
                                          such other parameters as are
                                          customary for valuation of shares
                                          of such companies; or the per

                                     88
                                             Valuation under various Laws

                                          share value computed under sub-
                                          reg (5). (16) For the purposes of
                                          clause (e) of sub-reg (2) and sub-
                                          reg (4), the Board may, require
                                          valuation of the shares by an
                                          independent merchant banker or
                                          an independent CA.
SEBI issue of Valuation of IP             The value of the IP or technical
sweat equity                              know-how to be received from the
regulations ­                             employee, along with the
regulation 6(4)                           valuation report to be attached to
                                          the notice to shareholders for
                                          approval of sweat equity shares


Valuation as per RBI ­ FDI, FPI, FIMMDA
Section                Brief description        requirement
FIMMDA/FIMCIR/2017- Guidelines          for     Methodology is prescribed
18/034 dated 31/3/18 valuation           of     by FIMMDA, e.g., corporate
                     instruments:               bond       spread      matrix
                     Valuation of traded        methodology is outlined;
                     (non-SLR)/       non-      Bonds / debentures having
                     traded bonds (non-         special features such as
                     SLR), bonds with call      floating rate bonds (non
                     and put options;           SLR), MIBOR linked bonds,
                     bonds not rated by         Bonds with floor and cap,
                     rating agency but          staggered         redemption
                     corresponding rated        bonds, perpetual bonds,
                     bond of issuer exists      coupon bearing and non-
                                                coupon       bearing    deep
                                                discount bonds, CD/CP,
                                                bonds with call and put
                                                options, Discom bonds
                                                issued under FRP and
                                                UDAY bonds, tax free
                                                bonds,               security
                                                receipts/pass        through
                                                certificates    issued    by


                                  89
Valuation Professionals Insight

                                                  reconstruction company,
                                                  priority sector PTC, Basel 3
                                                  compliant AT1 Perpetual
                                                  Bonds, Bonds issued as a
                                                  part of restructuring an
                                                  advance,          preference
                                                  shares,           convertible
                                                  debentures, priority sector
                                                  bonds, securitized paper,
                                                  unrated govt guaranteed
                                                  non-SLR bonds, valuation
                                                  of bonds issued by NBFC
                                                  now banks, valuation of
                                                  SWAPS,
RBI Master circular ­     Valuation          of   Central           government
Prudential norms for      government              securities,               state
classification,           securities, valuation   government         securities,
valuation,          and   of non-SLR bonds,       treasury bills, floating rate
operation of investment                           bonds       (CG),     inflation
portfolio by banks                                indexed bonds, Other SLR
dated July 1, 2015                                bonds / securities, special
                                                  securities issued by GOI,
                                                  etc
RBI Master Circular ­ Valuation              of As above
Operational Guidelines government
to Primary Dealers securities
dated July 1, 2015
RBI                       Valuation of shares Investment by way of
                          of foreign company  remittance from India in
                                              existing          company,
                                              valuation of shares of the
                                              company outside India
                                              shall be made, where the
                                              investment is more than
                                              USD 5 mn by a MB or by
                                              an IB registered outside
                                              India, in other cases by a
                                              CA or CPA

                                     90
                                             Valuation under various Laws

RBI                      Valuation of shares     Valuation of shares of the
                         of foreign company      company outside India
                         acquired     through    shall be carried out by a
                         SWAP                    MB or IB
RBI ­ scheme for issue   Valuation of shares     Valuation to be made by an
of FCCB and ordinary     of foreign company      IB, or based on the current
shares (through Dep      acquired     against    market capitalization of the
receipt   mechanism)     ADR/GDR                 company
1993
RBI                      Acquisition of shares   Investment by way of
                         of foreign company      remittance from India in
                         through      approval   existing          company,
                         route                   valuation of shares of the
                                                 company outside India
                                                 shall be made, where the
                                                 investment is more than
                                                 USD 5 mn by a MB or by
                                                 an IB registered outside
                                                 India, in other cases by a
                                                 CA or CPA
RBI                      Transfer by way of Value to be certified by a
                         sale of shares of a CA or CPA
                         JV/WOS       outside
                         India, not involving
                         write off
RBI guidelines issued Sale of stressed Banks should have a clear
as on Sept 1, 2016    assets by banks  policy for valuation of
                                       assets proposed to be sold
                                       and whether they will rely
                                       on internal or external
                                       valuation; in case of
                                       exposures beyond INR 50
                                       cr, banks shall obtain 2
                                       valuation reports; however,
                                       discount rate to be used
                                       will be spelt out by the
                                       bank's policy,


                                    91
Valuation Professionals Insight

Valuation as per Income Tax Act, 1961
Section/        Brief description            requirement
Rule
56 ­       rule Valuation of unlisted Rule 11UA specifies a formula or
11UA            shares; jewellery, works valuation by a merchant banker
                of art;                  using DCF method
Wealth    tax Rules for determining          Part D provides methodology for
Act, Schedule the value of assets            valuing assets of business. Part
III (see sec                                 E provides methodology for
7(1))                                        valuing interest in firm or AOP.
                                             Part F provides methodology for
                                             valuing life interest.    Part G
                                             provides methodology for valuing
                                             jewellery.    Part H provides
                                             methodology for valuing other
                                             assets.
28(via)         Profits and gains from Rule 11UAB
                conversion of inventory
                into capital assets
56(2)(x)        Any person receives
                any property without
                consideration or for
                inadequate
                consideration
50CA            Special provision for full   Fair market value is the full value
                value of consideration       of consideration, where shares
                for transfer of shares       are transferred at less than fair
                other    than     quoted     market value
                shares

The above references are not intended to be comprehensive, but illustrative.




                                      92
                                                                Chapter 14
     Regulatory Valuations in India and
            Professional Opportunities
Business valuation is critical for transactions including fund raising, mergers
& acquisitions (M&A), sale of businesses, strategic business decisions like
family or shareholders disputes, voluntary value assessment and also for
regulatory compliance, tax and financial reporting.
Though the valuation of a listed company whose shares are actively traded
on a nationwide stock exchange in India can be derived from its prevailing
market price over a period of time, the valuation of an unlisted company and
its shares is the real challenge. For so long, valuation has been debated as
an art or science, and substantial part of the litigation in M&A takes place on
the issue of valuation as it involves an element of subjectivity that often gets
challenged.
The rapid globalization of the world economy has created both opportunities
and challenges for organizations leads to uncertainty blowing across global
markets. Better corporate governance and growing regulatory and
shareholders activism are also leading to requirement of independent
business valuations.
Navigation to Valuation Approaches
There is no simple recipe to determine the economic worth of a company.
However, globally there are three broad approaches to valuation:
Asset approach: The Asset-based valuation values a company on the basis
of its underlying assets or resources it controls. Generally, the net asset value
(NAV) reflected in books do not usually include intangible assets enjoyed by
the business and are also impacted by accounting policies which may be
discretionary at times. NAV is thus not perceived as a true indicator of the fair
business value. However, it is used to evaluate the entry barrier that exists in
a business and is considered viable for companies having reached the
mature or declining growth cycle and also for property and investment
companies having strong asset base. For appropriate companies having
reached the mature or declining growth cycle and also for property and
Valuation Professionals Insight

investment companies having strong asset base, asset-based valuation can
provide an independent estimate of value and useful insights.
Income approach: The Income based approach of valuations are based on
the premise that the current value of any business is a function of the future
value that an investor can expect to receive from purchasing all or part of the
business. It is generally used for valuing businesses that are expected to
continue operating for the foreseeable future. Under the income approach,
either single period capitalisation method or single/multi-period discounted
future income method could be selected.
Discounted cash flow (DCF) method is the most scientific method of valuation
and is frequently applied in practice. However, it brings its own challenges
and is quite sensitive to its underlying factors. Sensitivity analysis is an
essential tool in applying DCF valuation.
Market Approach: In this approach, value is determined by comparing the
subject, company or assets with its peers in the same industry of the same
size and region. Most Valuations in stock markets are market based. This is
also known as relative valuation approach
Regulatory Valuations in India
The regulatory landscape on valuation in India is challenging. To keep pace
with ever evolving economic and business environment, various regulatory
bodies in India (FEMA, Income Tax, SEBI, Companies Act, Insolvency Code
etc.) have prescribed different and in some cases even conflicting valuation
methodologies creating practical difficulties. In some cases, absolute
discretion is given to valuers to apply suitable valuation methodologies, in
other cases strict adherence to valuation methods like NAV, DCF etc. is
prescribed. However, so far none of the regulators have provided any
guidance on manner and process of application of valuation methodologies
which is left over to the understanding, experience and wisdom of the Valuer.
More recently, a few regulators have also prescribed valuation to be
conducted as per internationally accepted valuation guidelines and some
have put in additional requirement of following with international valuation
standards.
The eligibility to perform valuations also varies under different regulations and
in most cases chartered accountants (CAs) (or specifically fellow CA or CA
with 10 years' experience) and/or SEBI-registered Merchant Bankers are
authorised to conduct valuations in India.


                                       94
               Regulatory Valuations in India and Professional Opportunities

It is clarified herein that w.e.f. 1st February, 2019, only a Registered Valuer is
authorised to conduct valuation under the Companies Act and Insolvency and
Bankruptcy Code.
Broadly, following are the scenarios where business/share valuation is
required under different laws in India:
1. Fresh issue and Transfer of shares
    Fresh issue and transfer of shares require valuation under
    Companies Act, 2013, Income Tax Act, 1961 and RBI FEMA
    Regulations (FEMA).
    The Companies Act, 2013 requires a minimum value to be determined for
    issue of equity shares and convertible securities by the Registered Valuer
    in accordance with Section 247 of the Companies Act, 2013 read with
    Companies (Registered Valuers and Valuation) Rules, 2017.
    The Income Tax Act, 1961 prescribes a maximum value for issue of
    shares to be determined by a Merchant Banker (in case of DCF method)
    or a Chartered Accountant in accordance with Section 56(2) (viib) read
    with Rule 11 UA (2) of the Income Tax Rules, 1962. There is also a
    valuation requirement under Income Tax Act for determination of
    minimum value of in case of transfer and issue of shares in accordance
    with Section 56(2) (x) read with Rule 11 UA (1) of the Income Tax Rules.
    Adjusted break-up value method is prescribed for this purpose.
    Upon transfer of Shares/Assets, Valuation is also required under Income
    Tax Act for determination of Fair Value for Indirect Transfer of Assets in
    accordance with section 9 read with Rule 11 UB and 11UC of Income Tax
    Rules.
    Where Non Residents are involved, FEMA Regulations require Valuation
    for issue and transfer of shares and fully convertible instruments in
    accordance with the internationally accepted pricing methodology.
    Where shares of a company are Listed (but infrequently traded), its
    valuation is to be determined in accordance with the price of its
    comparable companies, book value and other valuation parameters as
    per Regulation 76A of SEBI (ICDR) Regulations, 2009.




                                       95
Valuation Professionals Insight

2. Business combinations/Mergers & Amalgamations
    In case of a merger valuation, the emphasis is on arriving at the "relative"
    values of the shares of the merging companies to facilitate determination
    of the "swap ratio"
    Merger valuation is required for determination of share swap (exchange)
    ratio when two or more companies are getting merged or amalgamating
    with each other pursuant to the orders of the NCLT.
    SEBI has recently prescribed the disclosure of following format for
    determination of share exchange ratio where a Listed Company is
    involved in Scheme of Arrangement-
                           XYZ Ltd                   PQR Ltd
      Valuation            Value per        Weight    Value per       Weight
      Approach              Share                      Share
      Asset Approach            X             A            Y             d
      Income Approach           X             B            Y             e
      Market Approach           X             C            Y              f
      Relative Value            X                          Y
      per Share
      Exchange Ratio (rounded off)                        xx

    SWAP RATIO:
    x (xxx) equity share of XYZ Ltd of Rs 10 each fully paid up for every y
    (yyy) equity shares of PQR Ltd of Rs 10 each fully paid up.
    Note- Reasons for non-adopting any specific valuation approaches
    shall also be mentioned.
    Under Ind AS 103, now all business combinations (except group
    consolidation) are considered in the nature of purchase and require the
    acquirer to apportion the consideration paid among tangible and
    intangible assets. Intangibles need to be separable and identified based
    on their unique characteristics. The difference amount, if any, between
    the consideration paid and assets acquired goes to goodwill in the
    Purchase Price Allocation process.
3. Employee stock options (ESOP)
    ESOP valuation is required for accounting purpose for booking

                                       96
             Regulatory Valuations in India and Professional Opportunities

   compensation loss in Profit and Loss account by company issuing
   ESOPs. The ESOP accounting valuation is performed at the date of grant
   of options and is apportioned over the vesting period.
   However, the tax impact on perquisites value of ESOPs needs to be
   determined at time of exercise of options. As per section 17(2)(vi) of the
   Income Tax Act, 1961 read with Notification no. 94/2009 dated 18
   December 2009 issued by the CBDT, only a SEBI-registered (Cat-I)
   merchant banker is authorised to do ESOP valuation of a company (not
   listed on a recognised stock exchange in India) for determination of
   perquisite tax payable in hands of employees.
4. Insolvency & bankruptcy code
   In accordance with Regulation 27 of Insolvency and Bankruptcy Board of
   India (Insolvency Resolution Process for Corporate Persons)
   Regulations, 2016, 2 Registered Valuers are to be appointed for
   determination of Fair value and Liquidation value of Assets in accordance
   with Regulation 35.
   It is stated that the Valuation shall be done in accordance with
   internationally accepted valuation standards, after physical verification of
   the inventory and fixed assets of the corporate debtor and the average of
   two closest estimates of value shall be considered as fair value or
   Liquidation value.
   Similarly, in accordance with the Insolvency and Bankruptcy Board of
   India (Liquidation Process) Regulations, 2016, the Liquidator shall
   appoint two Registered Valuers to value the Assets or Business where it
   is intended to be sold as such.
5. Financial reporting
   Fair Value is required for Financial Reporting in accordance with Indian
   Accounting Standards (Ind AS) which converge closely to the
   International Financial Reporting Standards (IFRS).
   Besides Ind AS 113 which is a dedicated standard on fair value, there are
   other Ind AS which guides on valuation and accounting aspects of certain
   transactions. These are mentioned below-
   ·   Ind AS 103 ­ Business Combination
   ·   Ind AS 102 ­ Share based payment
   ·   Ind AS 109 ­ Financial Instruments

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Valuation Professionals Insight

    ·   Ind AS 38 ­ Intangible Assets
    ·   Ind AS 16 ­ Property Plant & Equipment
    ·   Ind AS 36 ­ Impairment of Assets
    ·   Ind AS 40 ­ Investment Property
    Fair Value is defined in Ind AS 113 as the price that would be received to
    sell an asset or paid to transfer a liability in an orderly transaction
    between market participants at the measurement date.
    Fair Value in Ind AS is market based measurement and not an entity
    specific measurement. In other words, it is measured using the
    assumptions that market participants would use when pricing the asset or
    liability, including assumptions about risk. As a result, an entity's
    intention to hold an asset or to settle or otherwise fulfill a liability is not
    relevant when measuring fair value
    Fair value hierarchy is also prescribed under Ind AS 113. Preference is
    given to valuation methods relying on observable inputs. It states that
    reliance should first be made upon market price of the respective asset
    (Level-1) and where the market price of respective asset is not available,
    reliance should then be placed upon market price of the comparable
    assets (Level-2). However, where there is little, market activity for the
    asset at the measurement date, unobservable inputs may then be used
    by beginning with the own data but adjusting the same for the information
    reasonably available in market (Level-3).
    Fair Value techniques are also prescribed in Ind AS 113 as provided
    below-
    ·   Market Approach
        Market Approach uses prices and other relevant information
        generated by market transactions involving comparable
        assets/liabilities/business, considering qualitative and quantitative
        factors (Comparable Companies Valuation Method)
    ·   Cost Approach
        Cost Approach reflects the amount that would be required currently
        to replace asset (Replacement Cost method)
    ·   Income Approach
        Income Approach converts future amounts to current (i.e.

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              Regulatory Valuations in India and Professional Opportunities

        Discounted) amount (ex-Cash Flows or Income and Expenses)
        resulting in the current market expectations about those future
        amounts.
    Income Approach Techniques could include-
    ·   Present Value Techniques (Discounted Cash Flow Method)
    ·   Option Pricing Models (Black Scholes or Binomial models)
    ·   Multi period excess earning method (used for Intangibles)
  A diagrammatic view for all regulatory valuations in India is provided
                                 below-




Valuation, Valuation Practices and Valuation Standards
It is worth mentioning that even though Valuation is taking place since last six
decades in India, however neither there has been any formal Registration of
Valuers with any central Authority nor any formal education or training leading
to non-standardized valuations. Valuation in itself is evolving in India and is
an inexact science.
The above led to emergence of concept of "Registered Valuers" under the
Companies Act, 2013 to regulate the practice of Valuation in India. w.e.f. 18th
October, 2017 the Companies (Registered Valuers and Valuation) Rules,
2017 (Rules) have also come in force. These Rules prescribe eligibility,
training, examination and Registration requirements with the Authority i.e.
Insolvency and Bankruptcy Board of India (IBBI). The Registered Valuers are


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Valuation Professionals Insight

required to follow valuation standards and a model code of conduct has also
been prescribed for Regulation of the Profession.
At present there are no Government prescribed Valuation Standards in India
and in many cases the valuation lacks the uniformity and generally accepted
global valuation practices. In determining approaches and methods to use,
the valuation professional must exercise discretion. Each technique has
advantages and drawbacks, which must be considered when applying those
techniques to a particular business. Most treatises and court decisions
encourage the valuer to consider more than one method, which must be
reconciled with each other to arrive at a Value conclusion. Understanding of
the internal resources and intellectual capital of the business being valued is
as important as the economic, industrial and social environment.
Recently, ICAI has come out with Valuation Standards, 2018 which is
mandatory for its RVO members. This ICAI standard guides on Valuation for
Asset Class ­ Securities or Financial Assets including manner of preparation
of Valuation Report and ancillary aspects. It is clarified that these ICAI
Valuation Standards will be effective till Valuation Standards are notified by
the Central Government under Rule 18 of the Companies (Registered Valuers
and Valuation) Rules, 2017.
The Central Government is also in the process to frame Valuation Standards
in India. The Ministry of Corporate Affairs (MCA) has already formulated a
"committee to advise on Valuation matters" by making recommendations in
formulation and laying down of valuation standards and policies for
compliance by companies and registered valuers in accordance with Rule 19
of the Companies (Registered Valuers and Valuation) Rules, 2017. The
committee includes representatives of CBDT, RBI, SEBI, IBBI, MCA, IRDAI
as well as the representatives/nominee of Industry and Registered Valuer
Organisations (RVO's).
Conclusion
With the emergence of valuation as a discipline in India and recent
implementation of Ind AS, more debates are happening on valuations,
complex valuation methods are getting recognised. Our experience says that
the regulation of the valuation profession in India is a step in right direction as
it would bring in serious valuation professionals and also with valuation
standards in place, the right principles can be applied by the valuers leading
to more standardised process, basis of conclusions, reporting formats and
disclosures. However, the important and pervasive element of `valuer's


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              Regulatory Valuations in India and Professional Opportunities

judgement' cannot be taken out of the valuation process leading to
differences in value conclusions and needs evaluation on a case-to-case
basis.
Strictly speaking, as of now, the Registered Valuer provisions cover the
Companies Act, 2013 and Insolvency and Bankruptcy Code, 2016 however
once these get streamlined, the other Regulators are also expected to
converge their respective regulations.
It's high time now that Professionals interested in practicing in this field come
forward and gain academic and practical knowledge of valuation principles,
concepts, valuation approaches, methodologies, code of conduct and the
Valuation Standards.




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                                                                Chapter 15
                                           Bias in Valuation
We live in an age where availability of information is abundant. By typing in a
few keywords and clicking a few buttons, we get information that was not
imaginable a couple of decades ago! A crucial part of valuation is to check
the reliability of the information used in the valuation exercise. The same has
also been considerably mentioned in the `Framework for the Preparation of
Valuation Report in accordance with the ICAI Valuation Standards'.
Bias in valuation can be double edged:
-   Bias in the information that is relied upon by the valuer
-   Bias in the perception of the valuer
Bias in the information that is relied upon by the valuer
In spite of having the relevant expertise and knowledge for carrying out the
valuation of the target asset, including that of financial modelling, and
obtaining the data relevant to frame an opinion, the valuer may still end up
having an arbitrary conclusion on the value of the target asset if the
information set that is relied upon by the valuer is biased. The classic
example that can be thought of is when a valuer picks up information from a
research report on a particular company circulated by a financial brokerage
house. The said brokerage house may have a position in the company, and
its research on the fundamentals and operations of the particular company
may be biased in favour of the position it holds in the particular company.
If a valuer depends on the information source, which is itself biased, the
impact of the use of the said information in the valuation exercise carried out
by the valuer is significant.
A valuer has to always exercise due care when she selects the information, in
addition to the information bearing other characteristics of reliability,
correctness, relevance; it also being free from bias.
Bias in the perception of the valuer
The more common bias in valuation is that in the perception of the valuer. A
valuer is bound to have priors and preconceptions about the target asset,
                                                               Bias in Valuation






based on the knowledge she has about the target asset. When a valuer starts
the valuation of the target asset, it is shaped by the prior views that the valuer
has about the target asset. If the valuer has been assigned to find value of
Apple Inc.'s, the valuer's perception is impacted by the views the valuer holds
towards Apple Inc.'s products. The more the valuer knows about the target
asset, the more likely it is that the valuation of the target asset may be biased
by the prior views of the valuer. It is almost like a valuation assignment is
never started with a `blank slate'.
Another impact on the valuation assignment is the proximity of the valuer with
the management of the target asset. As a part of the valuation assignment, it
is expected out the valuer to know about the management of the target asset.
If the valuer already knows the management of the target asset or develops
proximity with the management of the target asset, it does affect the valuation
of the target asset.
The hard reality of people deciding on the value of the target asset before
starting the valuation exercise, has been the backdrop to the paradigm shift
of the valuation profession in the country. The government needed to
intervene, the valuation professionals needed to be regulated and the
business fraternity needed to be explained that transactions happen on the
basis of value and not on the price determined between the parties. People
deciding on the value of the target asset and then tweaking valuation models
and assumptions underlying the valuation exercise has led to the regulatory
bodies taking steps like coming out with Valuation Standards.
Sources of bias
The human mind is susceptible to bias.
A sub-conscious bias exists when the valuer gets influenced by what
everyone is thinking about a particular target asset. If everyone is liking a
particular target asset and the valuer is asked to value the same, it is highly
probable that the valuer would also like the target asset and value with a bias
towards the target asset.
A suggestion bias exists when if in a conversation while discussing the
engagement, if a team member or someone senior throws up a number to the
value of the target asset, without giving a proper thought to the same, that
number somehow finds a way into valuation of the target asset. This happens
more often in the case of publicly traded entities, where the valuer also


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Valuation Professionals Insight

inherently benchmarks the findings of the other approaches used in valuing
the target asset against the market price of the target asset, and the
suggestion bias inherently slides into the valuation of the target asset.
A monetary bias exists when the payment for the valuation assignment
comes from a particular party. A monetary bias is the inclination of the valuer
towards the interest of the party making the payment of fees for the valuation
assignment. Irrespective of the honesty of the valuer, there is an inherent
nature of monetary bias, no matter how miniscule, it does exist. A monetary
bias also exists when the valuer herself has a position in the target asset i.e.
whether she is holding an interest in the target asset or has parted/short an
interest in the target asset.
Manner in which bias creeps in
Some of the following tricks are usually applied in the valuation process
where there exists a bias towards the value. The source of bias may be a
sub-conscious bias towards the value of the target asset or even a
suggestion bias based on the market price of the target asset, or even a
monetary bias!
While valuing the target asset using the discounted cash flow, if the valuer's
prior bias leads to a higher valuation than the one arrived at after conducting
the exercise, the valuer is biased to modify the working in a manner that
leads to a figure near to where her bias is. The ways in which it can be
commonly done are already known to those practising valuation for a while
now, which include:
-   Use a higher growth rate for considering the terminal cash flow
-   Assuming no reinvestment in capital expenditure over the forecast period
    cash flow
-   Considering one-time income extraordinary as regular income
-   Assuming a lower beta
-   Using a higher target debt ratio without adjusting other variables
and many other tweaks, which may be adopted by the valuer to reflect her
bias.
Instances of bias
-   Peer group selection eliminating certain entities from the peer group,

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    which are otherwise comparable, but only as they do not reflect the
    resultant value based on the bias of the valuer.
-   Selection of the pricing metric (book-value to price, EV/EBITDA, etc.)
    which best suits the bias of the valuer on the value of the target asset
    rather than using the one which is most appropriate to the situation.
-   Bias of a person appointed as a valuer by the start-up company, which is
    looking for investment from an angel investor. Vice versa, bias of a valuer
    appointed by an angel investor looking for investment in a start-up. What
    do you think would be the prior perception of both of them?
-   Bias of a person valuing the target asset when instructed by the manager
    to whom the person performing the valuation reports to. Even more,
    when:
    ·    The manager conveys that he holds a long position in the target
         asset and he loves the target asset
    ·    The manager conveys that he holds a short position in the target
         asset and he is pessimistic about the future of the target asset
-   Bias of a person appointed by a person, under a divorce settlement, to
    value the worth of net-worth that would go to the spouse.
-   Bias of a person appointed by the transferee company, in a friendly
    merger transaction, when valuing the transferor company.
-   Another case of dichotomy is when the assessee values an asset for tax
    purposes vis-à-vis a tax department appointed valuer valuing the same
    asset for tax purposes. Same asset being valued for the other side!
The way out!
Acceptance. Acceptance of the fact that bias exists is the first step towards
elimination of its impact on the valuation. It is human to have a bias. Even if a
spreadsheet is developed specifically for computing value on the basis of set
parameters, or a programme is developed to collate information and process
it neutrally without human intervention; even the developer of the said
spreadsheets/programmes is human, who is prone to bias, and whose bias
shall make way into the manner in which the spreadsheets/programmes
operate. Being in denial of existence of bias restricts the corrective action that
is necessary to be taken for elimination of the impact of bias on the result of
valuation.


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Valuation Professionals Insight

Being honest with oneself is the starting point for elimination of bias in a
valuation. However, it is easier said than done. By following processes and
scientific formulae and combination of matrices, the effect of bias can be
reduced from the valuation. The society expects registered valuers to be
independent in their approach to valuation of target assets, which comes as a
state of mind rather than something that can be taught of learnt from books.
Being objective in valuation is primarily important and should not be
compromised. Being aware about the existence of bias in a valuation is itself
the start of the journey towards elimination of the effect such bias has on the
valuation.




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                                                               Chapter 16
                                        Start-Up Valuation
Executive summary
The valuation of start-ups is different from that of mature companies in so far
as there is no history to fall back on. You make projections that you cannot
even casually test out. That said, valuation still has to be carried out in the
search for money. This takes us into a series of time-tested ideas that is
explored in this writing.
I picked up a great insight during the Ketan Parekh Scam which was
reinforced later by the US-64 crisis, the Global Trust Bank collapse, and a
host of other events that came with the ripple effect created by the Dot-com-
Tech-Boom-Crash. I demonstrate that insight by holding up a gold plated
`Cross' pen and asking people to guess its "value." I get mixed reactions.
The casual observer would suggest atrociously low values like rupees fifty,
rupees hundred, and so on. The slightly more knowledgeable who own or
have seen a CrossTM pen would place the value near thousand which would
be a reasonable estimate of its written down value. Others would estimate it
at Rs 1500 after asking to see it and weighing it in their hands. This Rs 1500
is incidentally the price I paid to acquire it.
At this point, I introduce the twist. I inform the audience that a popular movie
actress had used the particular pen when I had met her at a recent film shoot!
The audience, invariably, goes bonkers at this juncture. A few ladies with
suppressed disgust would give quotes which are very low. Men in bright
colored shirts, on the other hand, openly quote figures that run to tens of
thousands.
I hope the discerning reader who has come thus far would have seen the
point in all this. There is nothing called value that is universally correct. To
presume this is to build a superstructure of theory on a foundation of fallacy.
The fact is, "All value is a perception." Both, the lady who gave a quote
below intrinsic value and the gentleman who offered an indecently high one,
were equally and thoroughly wrong.
Financial Asset valuation involves the assessment of `performance' as well as
`potential.' Finally, each valuation expert brings with him a perception of the
Valuation Professionals Insight

asset and its future potential for growth. The valuation premise sits
somewhere in the middle.
Startup Valuation
I may be accused of being clichéd but the age-old statement is more true in
the case of start-ups: valuation is both a science and an art; more an art than
a science.
Setting up of new businesses, starting from scratch and building businesses
organically, was always there. However, the term start-up in the current
context does not refer to any company that is newly set-up. It is a new
business that is fast growing and aims to fulfill a demand in the marketplace
by offering a unique product, process, or service, but is still overcoming
problems.
The major roadblock with startup valuation is the absence of past
performance indicators. Yes, there is no `past' to go by, only a future to
imagine. While this is exciting and fun for the founders, for the investor this is
dicey. This lack of clarity in values could be a possible reason why start-up
investors are usually serial entrepreneurs themselves who have built such
businesses and cashed out on them. Thus, the market forces in the industry
in which it operates dictate a startup's value. Specifically, the market forces in
play today dictate the current amount and the current perception of what the
future will bring.
The Three Startup Waves
A historical analysis would show that there have been three distinct r waves
in the evolution of startup businesses.
Internet Wave: Entrepreneurs who started companies between 1994 and
2002 imagined the possibilities of a new world with the Internet. Yahoo!,
Amazon, and Google in the US, and Just Dial, MakeMyTrip.com, and
Naukri.com in India are typical examples.
Globalization Wave: Entrepreneurs who started their companies between
2003 and 2008 did not internalize the rules of doing business before or during
the dotcom bubble burst, yet could not imagine a life without the Internet, and
were naturally more global in their thinking than their predecessors. They are
the global entrepreneurs. Facebook and Twitter in the US and Flipkart and
Zomato in India are examples of companies started in the globalization wave.


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                                                              Start-Up Valuation

Smartphone Wave--Entrepreneurs who started their companies in 2009 or
later, do not have muscle memory of the world before the financial crisis and
cannot imagine a life without mobile apps. These are the smartphone
entrepreneurs. Uber and Airbnb in the US, and Ola and Oyo Rooms in India
are perfect examples.
Stages of Funding in Startup Valuation
Startups go through a series of 'funding stages.' Their valuation differs with
each round of funding.
Seed Funding: Known as the 'friends and family' round because it's usually
people known to the business owner who provides the initial investment.
Seed funding can also come from someone not known to the founder called
an 'Angel Investor,' and is given in exchange for a percentage of the equity of
the business.
Round A Funding: The `Round A' funding is used to establish a product in
the market, and take it to the next level.
Round B Funding: The start-up has established itself but needs to expand.
Enter Round B funding.
Debt Funding: When a startup is entirely built it can raise money through a
loan.
Leveraged Buyout (LBO): Buying a company with borrowed money.
Initial Public Offering (IPO): The general public step in to fund the
operations.
Usually startups reach Round B funding and at this stage get acquired by a
competitor or new entrant at premium valuations. In spite of the learning from
the Dot Com crash and the global financial meltdown startups are still seen
as high-value propositions.
It is a fact that there is severe over-valuation in the start-up space. Thus,
start-ups rarely wish to test their valuations in an initial public offering (IPO)
as IPOs have consistently valued start-ups below the estimate arrived at by
the original investors. Examples are Square, best known for its mobile
payments and financial services business, and Trivago, a famous German
hotel search engine.
Determinants of Startup Valuations
Here is a list of positive factors that drives value up.

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Valuation Professionals Insight

·   Traction: The bigger the customer base, the better the valuation
·   Reputation: The track record of the founder for coming up with good
    ideas or running successful businesses, or if the product, procedure or
    service already has a good reputation then a startup is likely to get a
    higher valuation.
·   Prototype: Any prototype that a business has that displays the product or
    service will add to the valuation.
·   Revenues: Thought rare, revenue streams like charging users will make
    a company more valuable.
·   Supply and Demand: If more business owners are seeking money than
    investors willing to invest, this could affect the business valuation.
·   Distribution Channel: If there is a proper distribution channel the value of
    a startup will be high.
·   Booming Industry: If an industry is booming or popular (like mobile
    gaming) investors could pay a premium.
Here is a list of negative factors that drives value down.
The following is a list of negative factors
·   Track record: The startup is in an industry that has a poor track record in
    recent times.
·   Low margins: The products are of low margin, making it difficult to profit
    early.
·   Competition: Participating in a highly competitive market
·   Poor management: If the management is not up to mark.
·   Product: If the product doesn't work
Startup Valuation Methodologies
The primary difference between startup valuation and matured business
valuation is that startup businesses have little or no revenue to show.
Because of this, it is difficult to value them.
With businesses that receive steady revenue and earnings, it is more
comfortable. Valuation is done by considering the value of the business as a
multiple of their EBITDA. This approach will not work for startups as there is
no substantial information event to make educated guesses.


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                                                           Start-Up Valuation

Here are a few methods that can be looked at
The Book Value Method
This method is based solely on the tangible assets of the company. It doesn't
consider growth or revenue and is usually applied when a startup is going out
of business.
Cost-to-Duplicate Method
This method involves calculating how much it would cost to build another
company just like it from scratch. The idea is simple. No one would want to
pay more than it would cost to duplicate. It is relatively easy to do this as
there are verifiable expense records. However, the method doesn't reflect the
company's future potential for generating sales, profits and return on
investment, doesn't capture doesn't capture intangibles like brand value, that
the venture might possess. This value is a "lowball" estimate of value.
Discounted Cash Flow (DCF) Method:
This usual suspect involves predicting future cash flows and discounting it
back at a required rate of investment return. A higher discount rate is applied
to startups to recognize the higher risk.
First Chicago Method
This method combines a Discounted Cash Flow approach and Market
Multiple ways to give a fair estimate of startup value. It works out
·   Worst-case scenario
·   Normal case scenario
·   Best-case scenario
Valuation is done for each of these situations and finally multiplied with a
probability factor to arrive at a weighted average value.
Venture Capital Method
This method is used for showing the pre-money valuation of pre-revenue
startups. It uses the following formulas:
·   Return on Investment (ROI) = Terminal Value ÷ Post-money Valuation
·   Post-money Valuation = Terminal Value ÷ Anticipated ROI



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Valuation Professionals Insight

Example:
Suppose there is a business with a terminal value of Rs 8,000,000 and an
anticipated return of investment of 10 times. Suppose they need Rs 100,000
to get positive cash flow. We can calculate the value as under
·     Post-money Valuation = Terminal Value ÷ Anticipated ROI = 8 million ÷
      10 = Rs 800,000
·     Pre-money Valuation = Post-money Valuation ­ Investment = Rs 800,000
      - Rs 100,000
·     Pre-money Valuation = Rs700,000
Market Multiple Method
 If mobile application software firms are selling for five-times sales, knowing
what real investors are willing to pay for mobile software a five-times multiple
could be used as the basis for valuing a mobile applications venture while
adjusting the multiple up or down to factor for different characteristics. While
the method comes closest to what investors are willing to pay, lack of
comparable market transactions could be a severe roadblock.
Berkus Method
The Method assigns a range of values as the startup begins to make
progress.
    If Exists                                        Add to company value
    Sound Idea (primary value)                       $ 0.5 million
    Prototype (reducing technology risk)             $1/2 million
    Strategic relationships (reducing market risk)   $1/2 million
    Product Rollout or Sales (reducing production $1/2 million
    risk)
Valuation by Stage
A valuation-by-stage model might look something like this:
    Stage of development                               Estimated company
                                                       value
    Base case                                          $ 2-4 lac
    Has an exciting business idea or business plan     $4 lac - $ 8 lac


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                                                           Start-Up Valuation

 Has a strong management team in place                $8 lac - $ 16 lac
 Has a final product or technology prototype          $16 lac - $ 30 lac
 Has strategic alliances or partners, or signs of a > $30 lac
 customer base

Conclusion
Irrespective of the method chosen for valuing a startup, one must always
ensure that reality checks are applied at every stage. Valuation, after all, is
90% common sense and 10% nonsense. The secret is to provide that these
percentages are not interchanged!




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                                                                      Chapter 17
                                       Start-ups & Valuation
Introduction
A start-up refers to a new business venture, generally started by individual
founders or entrepreneurs, that aims to develop a viable and scalable
business model to meet a marketplace need or problem. India is one of the
hubs for start-ups and recognizing this, the Government introduced its
flagship initiative, the `Startup India' program. It intends to build a strong
ecosystem that is conducive for the growth of startup businesses.
Start-ups are generally funded through a variety of instruments such as
equity/preference share capital, debt, convertible debt/preference shares by
private investors/venture capitalists who demand an assessment of the
venture's viability and the value thereof. Further, the Indian Regulatory
framework also requires a fair value assessment of the venture at the stage
of infusing funds / transferring shares. In a nutshell, valuation of start-ups is
one of the emerging areas of practice for a valuer and this article attempts to
provide a few insights on the same.
Impact of certain Income-tax related developments on
start-up valuation
While there is an article in the 1st Professional Insights Publication on various
regulatory aspects to be looked at while valuing an unquoted share (which is
usually the case in case of start-ups), the discussion below attempts to
provide a snapshot of certain Income-tax provisions and related recent
developments a valuer needs to be mindful of.
Section 56(2)(viib) of the Income-tax Act, 1961 (`Act')
Introduced by the Finance Bill, 2012 to curb the menace of black money in
India, this section attempts to bring to tax excessive securities premium i.e.
amount in excess of fair market value (`FMV'), received by a closely held
company 18 from a resident person, for issue of shares. The provision is not
applicable in case of funds received by a venture capital undertaking from a
venture capital/fund and to such class of persons as may be notified.

18   a company in which the public are not substantially interested
                                                          Start-ups & Valuation

Rule 11UA of the Income-tax Rules, 1962 (`Rules') provides the mechanism
for determination of FMV of the shares/securities. A snapshot of the
provisions of Rule 11UA(1) is tabulated below:
Quoted Shares      If transacted      through   recognised     stock    exchange
                   (`Exchange'):
                   FMV = Transaction value
                   In other cases:
                   FMV = lowest price of such shares on the valuation date
                   on any Exchange
                   In case no trading on such shares done on the valuation
                   date:
                   FMV = lowest price on a date immediately preceding the
                   valuation date on which there was trade on any Exchange
FMV          of = (Book Value of Assets* ­ Book Value of Liabilities*)/(PE)
unquoted        X (PV)
equity shares
                where
                   PE = Total paid-up equity share capital
                   PV = Paid-up value of such equity shares
                    *Rule 11UA provides          mechanism      for    determining
                    respective book values
FMV          of FMV = Price it would fetch if sold in the open market.
unquoted        Issuing Company may obtain a report from a Merchant
shares      and Banker or an Accountant in this respect.
securities
other      than
equity shares

Rule 11UA(2) provides a closely held company an option to value equity
shares based on FMV as determined by Category 1 Merchant Banker 19 as
per Discounted Free Cash Flow (`DCF') Method. It is pertinent to note that

19 Vide Notification no -23/2018 dated 24th May, 2018, the Central Board of Direct

Taxes (`CBDT') has withdrawn powers assigned to Chartered Accountants for doing
the DCF Valuation. Representation has been made by the ICAI to the CBDT in this
regard.

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Valuation Professionals Insight

while the taxpayer is given an option to select DCF, recently issued notices
have been challenging the values arrived at, thereby alleging income
underreporting. A valuer is advised to keep track of developments on this
front.
Section 56(2)(viib) permits a further increase in the FMV to the extent it can
be substantiated by the issuing company to the satisfaction of the Assessing
Officer, based on the value, on the date of issue of shares, of its assets,
including intangible assets being goodwill, know-how, patents, copyrights,
trademarks, licences, franchises or any other business or commercial rights
of similar nature.
It is also relevant to note that vide Notification No. 364(E) dated 11 April 2018
read with Notification No. 34(E) dated 16 January 2019, the CBDT has
granted relief from the applicability of this provision to an eligible 20 start-up
company, if the consideration is received for issue of shares from an investor
in accordance with the approval granted by the CBDT. Further, the CBDT
recently has done away with the requirement of obtaining a valuation
certificate from a Merchant Banker while applying for the above exemption.
However, on a practical note, the start-up may want to consider a situation
where the CBDT approval is not received as in such case, the requirement of
obtaining a valuation report to justify the share price (as on the issue date)
would still remain.
Section 56(2)(x)
While not applicable to the issuer/ transferor but to the recipient, which
includes any person, these provisions tax benefit received by such recipient
where the shares/securities so received are underpriced. In such cases, price
has to be minimum at book value as per Rule 11UA(1).
Section 50CA
Introduced by the Finance Act, 2017, this section applies to a transferor
transferring unquoted shares of a company, at a price lower than FMV. In
such a case, the FMV of the shares will be deemed to be the full value of
consideration received or accruing as a result of such transfer. FMV in this
case will be as per Rule 11UA(1), which is the book value as discussed in the
table above.


20The Notifications provide conditions to be satisfied in order to qualify as an eligible
start-up.

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Section 92 of the Act
The Indian Transfer Pricing provisions mandate that international transactions
between related parties should be undertaken at arm's length terms. While
Instruction No 2/2015 dated 29 January 2015, issued by the CBDT provides
guidance in the context of non-applicability of these rigors to issue of equity
shares, the provisions continue to apply to other transactions involving
securities/financial instruments.
In the context of FMV determination, it has been held 21 that the book value
methodology prescribed under Rule 11UA will not satisfy arm's length criteria
for transfer pricing purposes as these rules were only intended for application
of Section 56 and not for arriving at FMV for comparing an international
transaction. Therefore, a valuer will need to evaluate the inter-play between
these provisions while undertaking the valuation exercise.
ICAI Valuation Standards 2018
A valuer must also take into account the ICAI Valuation Standards 2018
(`VS'), which provide guidance for undertaking a valuation exercise.
Valuation Standard 103 (VS 103) provides guidance on Valuation Approaches
and Methods whereas Valuation Standard 301 (VS 301) lays down the
standards to be considered while performing a business valuation. Valuation
Standard 303 (VS 303) deals with the valuation of financial instruments such
as equity, debt, convertible instruments etc.
The Standards require a valuer to use valuation techniques that are
appropriate in the circumstances and for which sufficient data is available to
measure the value, maximising the use of relevant observable inputs and
accordingly minimising the use of unobservable inputs. A valuer could
consider the Market, Income and/or Cost Approaches having regard to factors
such as:
·      nature of the asset;
·      availability of adequate/reliable inputs;
·      strength/ weakness of each approach/method;
·      valuation approach/method considered by the market participants.
Per VS 303, as financial instruments are generally aligned to market-linked
factors, the usage of market-linked methods (using prices and other relevant

21   Chennai ITAT in the case of Ascendas (India) Pvt Ltd (ITA No. 1736/Mds/2011)

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Valuation Professionals Insight

information generated by market transactions involving identical/comparable
assets/companies) with observable inputs is usually the preferred approach
to arrive at a value. However, it also provides that valuation of certain
financial instruments e.g. equity may be based on the inherent business
valuation from which the former derives value. Here, the Income Approach
could be considered. VS 103 states that a valuer may, in the cases where
there is significant uncertainty on the amount/timing of income/future cash
flows (e.g. in case of start-ups), consider other valuation approaches instead
of Income Approach or in combination with Income Approach.
To summarise, the Valuation Standards require a valuer to decide on the
approach(es) to be adopted for valuing and in the case of a start-up
valuation, one could look at the market approach or the income approach or a
combination of the two depending on the factors outlined above.
Practical Issues and Recommendations
While both the Regulations and VS provide fundamental guidance, at a
practical level, every valuation exercise brings along its unique challenges.
These increase manifold in the case of a start-up valuation. Some of them are
discussed below:
·   Negligible Existing Assets:
    One of the valuation approaches given in Rule 11UA is to value start-ups
    on the basis of Net Asset Value (NAV). More often than not, value of a
    start-up is driven by its idea/ service offering and it is not unusual for
    start-ups to operate with minimal assets like laptops. Thus, the NAV of a
    start-up could be negligible, which at times could be not be a correct
    representative of its true value.
·   Novelty of business idea and difficulty in determining projected cash
    flows:
    USP of a start-up is the idea propounded by it and the related
    products/services it offers. Generally, these are unique with no or
    negligible history in terms of financial performance. The start-up may
    report negligible revenues and huge expenses, more so if it is at the set-
    up stage, resulting in significant operating losses. This issue is
    compounded by the fact that the promoters want high value
    demonstrated for the business to attract investments from private
    investors. Thus inputs, such as historical analysis ratios and reasonable
    estimates of market share and growth rates, a valuer so often relies on
    while deriving the future value for a business, are missing in this case,

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    requiring him to rely heavily on management estimates, which come with
    the latter's biases.
·   Difficulty in determining the discount rates:
    In the traditional income approach, many of the proxies used to measure
    risk are market-based. Discount rate for equity is linked inter alia to its
    beta and the cost of debt is computed basis current market prices of
    publicly traded bonds. This data is not readily available for start-ups as
    they are generally not traded publicly.
·   Huge Terminal Value (`TV'):
    Comparative to established business, a higher proportion of value in
    start-ups is based on TV. Accordingly, assumptions about when (and
    whether or not) the business will reach stable growth (a pre-requisite for
    estimating TV), and characteristics it reflects in the stable growth period
    can have a substantial impact on the value.
·   Lack of comparable transactions/companies in the public domain:
    As mentioned above, one of the factors a professional valuer has to
    ensure is to maximise the use of relevant observable inputs. However, in
    the case of start-ups, comparable transactions/ companies are difficult to
    find, increasing the subjectivity of the valuation.
·   Dependence on Promoters:
    A start-up is heavily driven by the idea and vision of the founding
    promoter(s) and their continued involvement is necessary for the
    venture's success. This risk, may at times, be countered by incoming
    investors by getting adequate commitments from the founder-promoters.
    Factoring this risk appropriately while valuing the start-up is challenging.
·   Multiplicity of rights:
    Start-ups often give protection to investors in the form of first claims on
    cash flows from operations and in liquidation and with control or veto
    rights, etc. Hence, different equity claims in a start-up can affect their
    value/ rate of return expected by them.
·   Illiquidity of the investment:
    Start-ups tend to be privately held and are illiquid as compared to
    investments in their publicly traded counterparts. This illiquidity needs to
    be factored while determining the value, which is easier said than done.

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Some Recommendations
Given below are a few measures that can be considered by a valuer to
reduce subjectivity in the process and arrive at a more reasonable value of
the start-up:
1.   Applying Venture Capital Method for valuation:
Here, the company's revenues/earnings are forecasted into the future year
when the company can be expected to go public. Present revenue/price-
earnings multiples of similar traded companies are applied to these future
revenues/earnings to arrive at the exit value. This value is discounted to
arrive at the Net Present Value based on the rate of return commensurate to
the risk involved in the business, which at times may be as high as 25% to
40%. Companies/promoters with a proven track record of setting up and
running successful ventures and those having access to capital at lower rates
could see lower discount rates, say between 20% to 30%.
However, there are certain caution areas, which one would need to be
mindful of /corrected while applying this approach:
»    As this approach focusses on revenues and earnings, at times, factors
     such as reinvestment required to achieve the growth tend to get ignored.
»    At times, these valuations aim for short term estimates cutting them off
     prematurely and employ a multiple that is usually based on what
     comparable companies are trading at currently, which may not be the
     right approach for start-ups with longer gestation periods.
»    Target rate used to discount future value is the rate demanded by
     venture capitalists, who are equity investors. This rate incorporates the
     likelihood of failure. If this rate is used to discount the future value of the
     business (and not equity); and if the discount rate (which builds in a
     probability that the business will not survive) does not change over time,
     as the business moves through the life cycle, the valuation could be a
     lower number.
2.   Systematic Estimation of future cash flows 22:
One of the approaches that a valuer may consider is the Top-down approach.
The steps involved are summarised below:

22 Source: Valuing Young, Start-up and Growth Companies: Estimation Issues and

Valuation Challenges by Aswath Damodaran read with ICAI Valuation Standards
2018

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                                                            Start-ups & Valuation

Step 1 ­ Determine revenues based on an estimation of:
·   potential market for the start-up's products/services
·   present and future size of the market
·   market share that could be captured over the valuation period
Amongst other factors, quality of the product/service being offered and
company's ability to counter competition, revenue numbers of current market
participants/leaders could be useful in the estimation exercise. While
assessing the impact of these factors, the valuer can have recourse to inputs
based on market research / inputs of an expert having adequate knowledge
of the industry in which the start-up operates, if the situation so demands.
The ICAI issued Standards provide guidance in this regard.
Step 2 ­ Determine Operating Margin:
·   first, estimate margin in the stable growth phase (`target margin') ­ this
    could be based margin of established companies in similar business
·   thereafter, estimate how the current profit margin/loss would evolve over
    the explicit forecasted period to reach this target margin
Factors such as expected fixed costs and competition impact over the explicit
period could create challenges in estimation.
Step 3 ­ Determine investments for growth:
It is not uncommon for start-ups to reflect absurdly high growth rates in the
initial years. This is partly due to the fact that once the idea is accepted by
the market, the take-off may be quick and partly on account of the fact that
base numbers being low, growth rates appear exponential. It is imperative for
a valuer to estimate how much the business is reinvesting to generate the
forecasted growth as this would (1) impact cash outflows that can be
delivered to investors; and (2) in start-ups, often result in negative cash flows,
which will have to be covered with new capital infusions diluting stake held by
existing shareholders/require them to make fresh investments to keep the
business going.
Step 4 ­ Computing tax impact:
Start-ups generally witness losses in the initial years. In the initial years of
profits, set-off of losses zeroises / minimises tax outflow. Once these losses
are exhausted; the marginal tax rate should be used unless the facts support
a lower rate.


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Step 5 ­ Check for internal consistency:
In the above steps as the operating income and reinvestment are estimated
separately and hence maybe inconsistent. The valuer could test for
consistency by computing an imputed return on capital as under:
                                            Expected Operating Income after
Imputed Return on Capital (ROIC) =          tax (in period t)
                                            Capital Invested (in period t-1)
This ROIC, as the business approaches stable growth phase, can be
compared to both the industry average ROIC and to the company's own
stable period cost of capital. If the imputed ROIC is higher than the industry
average/cost of capital, it indicates reinvestment forecasted are insufficient,
given the expected earnings.
Conclusion
While there is a plethora of literature and guidance assisting a valuer in doing
his job well, the success or otherwise of a valuation assignment rests on the
shoulders of the valuer, the depth of his knowledge of the business, factors
impacting it and ultimately, his judgment. This holds true even more in the
case of a start-up valuation where the valuer is entering uncharted territory. A
healthy dose of knowledge coupled with an attitude of skepticism will help the
valuer stay on course.




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                                                                Chapter 18
 Valuation of Fixed Income Securities
Executive summary
Bonds come in various sizes and shapes. Fixed, floating, level payment,
stepped up etc. A key computation aspect is YTM. Its also important to
understand how the value of the bond will change for changes in interest
rates. Enter duration.
Fixed income securities are financial instruments which pay periodic cash
flows to investors. Companies issue bonds or debentures to investors to raise
finances to meet their capital expenditures or working capital requirements.
These Bonds or debentures may have fixed or floating coupon payments
A fixed coupon bond pays interest (aka coupons) at periodic intervals
(generally semi-annual or annual) at the stated coupon rate. The fixed
coupon cash flow is equal to the coupon rate multiplied by the face value of
the bond. A floating rate bond pays coupons which are linked to an Interest
rate benchmark such as "LIBOR" (London Interbank Offered Rate) or
"MIBOR" (Mumbai Interbank Offered Rate). Hence the coupon cash flows will
fluctuate with the changes in the benchmark interest rates.
The principle underlying the valuation of any fixed income security is the
discounting of expected future cash flows to estimate the current price of the
security. Let's take the example of a zero-coupon bond. A zero-coupon bond
(also known as Pure Discount Bond) does not pay coupons during the tenor
of the bond. The only cash flow that the investor expects to receive is the
redemption value which is generally equal to the face value of the bond.
Cash flows of a Pure Discount Bond (Zero Coupon Bond)




                                                                 Year

Its price is equal to: Value of a Pure Discount Bond = F / (1+r)T
F = the face value of the bond; r = the interest rate; T = years to maturity
Valuation Professionals Insight

Thus, the price of the bond is inversely related to the Yield to Maturity and the
time to maturity. The yield to maturity is the return that investors seek to own
a particular bond. It's a function of the interest rates of the risk-free bonds
and the credit spread (risk premium) of the underlying bond. For a bond with
Maturity equal to "N" years, the price of the bond increases when yield to
maturity decreases and vice versa.

                            Price Yield
Price




Relationship between Price of the Bond and Interest rates
Level-Coupon Bond
Unlike pure discount bond, level-coupon bond offer cash payments (i.e.
interest payments) not just at maturity, but also at regular times in between,
as shown in Fig. 2. below. These regular payments are referred to as
coupons of the bond.
             Fig. 2 Cash Flows for a Level Coupon Bond
                                                                F+C




                                                               Year T

Consequently, the value of a level-coupon bond is the present value of its
stream of coupon payments plus the present value of its repayment of
principal. The formula to value a level-coupon bond is as follows:
 Value of a Level-Coupon Bond = [C/(1+r)]+[C/(1+r)2]+......+[C/(1+r)T]
 +[P/(1+r)T]
 C = Coupon payments; r = discounting rate or yield to maturity; P = Principal
 or Face Value T = Number of years to maturity.


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                                          Valuation of Fixed Income Securities

Perpetual Bond
A perpetual bond has no final maturity date, it only pays periodic coupons as
shown in the figure below




                                                                          Year

Value of a perpetual bond
V = C /r ; C = Coupon payments; r = market interest rate or the discounting
rate.
Yield to Maturity
The concept of yield to maturity of a bond is similar to the concept of internal
rate of return for a stream of cash flows. It is that discount rate which equates
the current price of the bond with the discounted value of future cash flows.
For example, a two-year Coupon bond is currently selling at $1,092.97 with
10% coupon, the return that the bondholder will receive, y, is:
$1,092.97 = [100/ (1+Y)] + [(1,000+100)/ (1+Y) 2] . Y = 5%
The yield to maturity for a bond can be estimated in a spreadsheet using the
trial and error method or a tool such as "Goal Seek" or "Solver"
                                                       Comments
 Face value of bond(A)             1000
 Coupon rate(B)                    10%
 Coupon cash flow(C =A*B)           100
 year to maturity(D)                 2
 Market Price of bond            1092.97
 Assumed Discount rate(f)          5.25%               Input cell in B7


 Timing of cash flows( years)        1      2
 Cash flows                           100       1100
 Discounted cash flows               95.0       993.0 = Cash flows/(1+ discount
                                                      rate ^n)


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Valuation Professionals Insight

    Price = sum of discounted 1088.0
    cash flows(g)
    Difference    with     Market     -4.96            Output cell in B13
    price(h)
    To estimate yield to maturity, use "Goal Seek Function" by setting "h" to
    zero by changing the input
    variable "f". The answer is 5%.




1     Bond Duration
Duration is a measure of the sensitivity of the price of a bond to a change in
interest rates. A bond's duration is easily confused with its term or time to
maturity because they are both measured in years. The duration of a bond
can mean two different things.
The Macaulay duration is the weighted average time until all the bond's cash
flows are paid. By accounting for the present value of future bond payments,
the Macaulay duration helps an investor evaluate and compare bonds
independent of their term or time to maturity.
The second type of duration is called "Modified Duration" and, unlike
Macaulay duration, is not measured in years. Modified duration measures the
expected change in a bond's price to a 1% change in interest rates. In order
to understand modified duration, keep in mind that bond prices are said to
have an inverse relationship with interest rates. Therefore, rising interest
rates indicate that bond prices are likely to fall, while declining interest rates
indicate that bond prices are likely to rise.




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2          Computation of Macaulay Duration
Face value of 1000
bond(A)
Coupon rate(B)       10%
Coupon      cash
flow (C =A*B)    100
Year              to 3
maturity(D)
Market Price of
bond (E)        1136.162
Assumed
Discount rate(F) 5.00%
                     Years     Cash DCF       DCF Proportion weighted DCF
                               flow           to price       proportion
                     G         H      I       J= I/F          K= J*G
                     1         100    95.24 0.084             0.08
                     2         100    90.70 0.080             0.16
                     3         1100 950.22 0.836              2.51
Duration = Sum of weighted DCF Proportion                     2.75
The Macaulay duration of the bond is equal to 2.75 years while the maturity of
bond is 3 years.
Modified Duration = Macaulay Duration / (1+ Yield to Maturity) = 2.75 /
(1+0.05) = 2.62. This means that the bond price will change by 2.62% for a
1% change in Interest rates.
Factors influencing Duration
· Higher the coupon rate, lower the duration.
· Longer the tenor of the bond, longer the duration
· Higher the yield to maturity, lower the duration Macaulay Duration of a
      zero-coupon bond equals its maturity.
    Duration of a portfolio of bonds is the weighted average duration of
    Individual bonds where the weights are the portfolio weights of constituent
    bonds.

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Valuation Professionals Insight

3   Example
A bond portfolio consists of 2 bonds:
·   Bond 1 has value of $ 5 MM and its duration is 1.5
·   Bond 2 has a value of $10 MM and its duration is 2.5
·   The total portfolio value is $ 15 MM and the portfolio duration is : (1.5* 5
    + 2.5*10)/15 = 2.17. This means the value of the portfolio will change by
    2.17% for a 1 % change in interest rates.
Bond Convexity
Convexity is a measure of the curvature in the relationship between bond
prices and bond yields that demonstrates how the duration of a bond changes
as the interest rate changes. Convexity is used as a risk-management tool,
which helps measure and manage the amount of market risk to
which a portfolio of bonds is exposed.




4   Percentage Price Change of a Bond ­ Duration and Convexity
Convexity helps users find the change in price that is not captured by
duration. The formula to find the approximate convexity statistic is expressed
as:
Convexity = (P(-) + P(+) ­ 2 P(0) ) / { P(0) * y2} ;
Where P (0) is the current price of the bond; P (-) is the price of the bond if
yield declines by y and P (+) is the price of the bond when yields increase
by y.

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                                       Valuation of Fixed Income Securities

Using Duration and convexity, the correct price change for a bond is
estimated as
p = - Duration * Y + 0.5* Convexity * Y2
Where p represents the change in price and Y the change in yield.
5   Conclusion
We learnt about the pricing of fixed income securities and the relationship
between price of a bond and interest rates. We also learnt about sensitivity
measures such as Duration and Convexity which capture the dynamics of the
non-linear relationship between price and yields. The concept of duration and
convexity can be aggregated to a portfolio of bonds to measure the impact of
change in bond portfolio values for changes in interest rates.




                                    129
                                                             Chapter 18
   Valuation of Financial Guarantees ­
    Increasing Complexities under IND
                      AS 109 Decoded
With an introduction of the Indian Accounting Standards ("Ind AS") in India
the requirement of fair value has increased for financial reporting purposes.
The expanded financial use of fair value measurements has resulted in the
need for relatively complex calculations to be captured in the financial
statements.
An example of this increasing complexity is evident in Ind AS 109 `Financial
Instruments', which requires the fair value of certain financial guarantees be
disclosed by the guarantor in its financial statements. This article provides
background information on financial guarantees and outlines procedures for
the valuation of financial guarantees.
Definition of `Financial Guarantee'
"Ind AS 109 defines a financial guarantee contract as a contract that requires
the issuer to make specified payments to reimburse the holder for a loss it
incurs because a specified debtor fails to make payment when due in
accordance with the original or modified terms of a debt instrument."
In other words, a guarantee is the assumption of responsibility for payment of
a debt or performance of an obligation if the liable party fails to perform to
expectations. Below is an illustration of a guarantee that supports a loan.




A guarantee reduces the risk to the guaranteed party and creates a
contingent liability for the guarantor. Ind AS 109 requires the guarantor to
       Valuation of Financial Guarantees ­ Increasing Complexities under...

recognize the fair value of the financial guarantee contract on the transaction
date.
Valuation of Financial Guarantees (Underlying Principles)
Two underlying principles in guarantee valuation are:
First, the value of a risk-free transaction is equal to the value of a risky
transaction plus the value of the guarantee. This relationship, which combines
the risky transaction with the guarantee results in a synthetic risk-free
transaction, can be stated as
(1) Value of Guarantee = Value of Risk-Free Transaction - Value of Risky
Transaction
Second, the second basic valuation principle is that the value of any
contingent liability, including guarantees, equals its expected present value.
(2) Value of Guarantee = Present Value of the Probability-Weighted
Estimated Cash Flows
Fair Value Hierarchy
The valuation methodologies discussed in this article also consider the fair
value hierarchy as prescribed in Ind AS 113 which are:
Level 1: Models and values based on external, quoted prices in active
markets for identical assets/liabilities.
Level 2: Models and values based on external, quoted prices for similar
assets/liabilities (with adjustments).
Level 3: Models and values based on internal inputs.
Valuation Methodologies
A. Market Value Method
The market value method is the simplest to apply, but the required inputs are
seldom available. It is consistent with Level 1 of the fair value hierarchy.
Generally, it can be applied in two cases.
In the first case, the comparable risk-free (guaranteed) and risky (non-
guaranteed) instruments exist with the liable party, the market values of these
instruments are known and the value of the guarantee is simply the difference
in the value of the risky and risk-free instruments. This could be applied to a
guarantee on an entity that has both typical (risky) debt and guaranteed debt.


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Valuation Professionals Insight

In the second case, a fee is received for providing the guarantee and the
guarantee's value is equal to the fee.
B. Credit Spread Method
The credit spread method is consistent with Level 2 of the fair value
hierarchy. This method is based on the first valuation principle i.e.
Value of Guarantee = Value of Risk-Free Transaction - Value of Risky
Transaction
The value of the guarantee calculated this way is valid only when the
guarantor's probability of default is zero.
Alternatively, we may calculate the approximate value of guarantee when the
guarantor is not default-free by applying the below mentioned relationship,
Value of Guarantee = Value of Guaranteed Transaction - Value of Risky
Transaction
The credit spread is the difference in the risky rate (i.e. non-guaranteed rate)
and the rate with a guarantee. The value of the guaranteed obligation/loan is
calculated by discounting the expected cash flows (principal and coupon
payments under the risky rate) at the guaranteed rate, while the value of the
non-guaranteed loan is discounted at the risky rate. The difference between
the guaranteed and non-guaranteed values of the loan is the value of the
guarantee.
In general, discounting a risky loan at the risky rate for that loan should equal
the initial amount lent, i.e., the value of the risky (non-guaranteed) loan is
equal to the principal. Thus, in reality, the discounted cash flows at the
guaranteed rate are being compared with the amount lent.
In most cases (the standard approach), the true/market discount rate of the
guaranteed transaction is not known. In such instances, one can assume that
the discount rate of the guaranteed transaction is the risk-free rate. This is a
conservative assumption that will overstate the guarantee's value. The higher
the creditworthiness of the guarantor, the lower the deviation from the true
value of the guarantee in the future. The below mentioned alternatives could
be applied to value the guarantee more precisely.
Alternative one, the discount rate (bank lending rate) of the guarantor may be
assumed as the discount rate of the guaranteed transaction. In effect, this
says that the guaranteed transaction's "risk" is equal to the risk that the
guarantor will not perform. In reality, the guaranteed transaction is slightly

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       Valuation of Financial Guarantees ­ Increasing Complexities under...

less risky than this, because its "risk" actually occurs only when both the
liable party and the guarantor fail to perform. Consequently, this approach will
also tend to overstate the value, albeit slightly.
A second alternative is a theoretically correct method that accounts for the
joint probability that both the liable party and the guarantor fail to perform.
This method is the most accurate, but can be more complicated than the
other methods.
If the standard approach is applied, the value of a particular guarantee will be
the same regardless of the creditworthiness of the guarantor. If the first or
second alternative approaches are used, the value (i.e., liability recognized)
of a particular guarantee will be increased (decreased) as the credit
worthiness of the guarantor increases (decreases).
The risky rate can be obtained or estimated in a number of ways, including a
review of the known cost of debt (or borrowing rate), the applicable corporate
bond yields and the cost of debt of entities with comparable credit ratings (or
from comparable project financing rates).
C. Contingent Claims Valuation Methods
Guarantee contracts represent contingent claims into the future.
Consequently, the methodology for pricing contingent claims could be applied
to estimate the value of guarantees. This valuation approach can be used to
value almost any type of guarantee.
The contingent claims method is consistent with Level 3 of the fair value
hierarchy, and it is based on the second valuation principle described earlier:
Value of Guarantee = Present Value of the Probability - Weighted
Estimated Cash Flows
There are various valuation methodologies within the Contingent Claims
Valuation methods which can be applied to determine the fair value of a
financial guarantee depending upon the availability of relevant inputs for the
application of these methodologies. Some of the methods are:
(a) Loan Guarantee as a Put Option
(b) Binomial Tree with the Actual Probabilities of Default
(c) Binomial Tree with Given Risk-Neutral Probabilities of Default
(d) Monte Carlo Simulation Method

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Valuation Professionals Insight

Based on the availability of relevant inputs, the put option method is one of
the most practical methods to apply to determine the fair value of financial
guarantee in Indian context. Accordingly, in this article, we have explained in
detail the computation of fair value of financial guarantee as a put option
Guarantee as a put option
A risk-free loan is equivalent to a risky loan and a guarantee, is also
equivalent to a portfolio of a risky loan and a put option. A put option gives
the owner the right, but not the obligation, to sell an asset for a pre-specified
price (the exercise price) on or before a certain maturity date.
A guarantee is a put option on the assets of the firm with an exercise price
equal to the face value of the debt.
Consider the following:
Let `V' be the value of a firm and `F' be the face value of its debt. For
simplicity, assume there are no coupon payments and all the debt mature on
a specified date. Also consider a put option purchased by the lender on the
assets of the firm, with an exercise price F.
Two scenarios are possible at maturity, one where the value of the firm is
less than F and the other where it is greater than F. When V is greater than F,
full repayment of debt can be expected and the put option is not exercised so
its value is zero. However, when V is less than F, then the put option is
exercised and has a net value of F-V, with the lender receiving the exercise
price, F, for assets which are worth V.
Thus, when V is greater than F, the value of the risky bond is F. But, when V
is less than F, the value of the bond is V since debt holders are priority
claimants on assets of the firm. The value of the risk-free bond is always F,
by definition. The difference between the value of the risky bond and the risk-
free bond is also the value of the put option.
Therefore, from the above analysis it follows that:
Value of Risky Loan = Value of Risk-free Loan - Value of Put Option.
In other words,
Value of Risky Loan = Value of Risk-free Loan - Value of Loan Guarantee.
A comparison of the above two equations indicates that the value of the
guarantee can be estimated by computing the value of the put option.


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        Valuation of Financial Guarantees ­ Increasing Complexities under...

The guarantee, or option, value is sensitive to factors such as the time to
maturity, the volatility of the underlying asset, the value of the underlying
asset, and the claims of other debt and equity holders. To capture the time-
varying effects of these and other parameters, a fully specified dynamic
model is needed, as in contingent claims, or option pricing, analysis.
As shown by Merton (1977), a loan guarantee for a single, homogenous term
discount debt is equivalent to a put option written on the assets of the
borrower, with:
·   An exercise price equal to the maturity value of the debt obligation,
·   Maturity corresponding to that of the loan and;
·   The value of the firm's assets as the underlying.
Observe that at any point of time there are two possible outcomes: the liable
party is either solvent or bankrupt.
In the first case, the guarantor is not called upon, because the firm has
sufficient funds to honour its commitments. In the second case, the value of
debt (Dt) is higher than the value of the firm (Vt), and the guarantor has to
cover the difference (Dt - Vt). Thus, the payoff of the guarantee is either 0
(when Vt  Dt; i.e., the firm is solvent), or Dt - Vt (when Vt < Dt).
As a result, Guarantee Payoff = max {0, Dt - Vt}. For computing the fair value
of guarantee, the Black-Scholes option pricing formula can be applied. Giving
the value of guarantee (G) as
                = -0 × (-1 ) +  ×  - × (-2 )
where
                                                   2
                                     0
                                 ln     +  +
                                                  2
                                                      
                          1 =
                                           
                               2 = 1 -  
N(.) is the cumulative standard normal density function;  is the volatility of
the returns on the borrower's assets ("Asset Volatility"); D is the amount of
debt interest and principal due to be repaid at time t; and V0 is the value of
the borrower's assets today. Notice that N(-d2) is just the risk-neutral
probability of default.
The above solution for the value of the guarantee requires estimates of both
the market value of the borrower's assets, V, and the volatility of their returns,

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Valuation Professionals Insight

 . Both of these variables cannot be observed. However, if the liable party
is a publicly traded company, we can observe the company's equity value
today, E0, and its volatility,  . Black and Scholes (1973) demonstrated that a
firm's equity at maturity of the debt can be interpreted as the value of a call
option on its own assets, i.e.: Et = max {0, Vt - D}
Thus, using the Black-Scholes call option formula gives us the value of the
equity today:
                 0 = 0 × (1 ) -  ×  - × (2 )
where N(.), d1 and d2 are as before.
By applying Ito's lemma to dE(V ,t), we can get the following relationship:
                                    (1 )  0
                              =
                                      0
Accordingly, we have two equations that have to be solved for the two
unknowns, V0 and  . By applying the concept of Merton theory and using
solver function in excel, we can calculate V0 and  . Together with the other
known variables, D and t, they can be inserted in the previously described
formula for the loan guarantee (G) and thus obtain the value of the guarantee.
Illustration: Determination of fair value of financial guarantee by the
Contingent Claim Method (as a Put Option).
Key Facts:
A Holding Company "H" has given a financial guarantee for a loan taken by
its Subsidiary Company "S" having the following terms:
·   Term Loan Amount: INR 1,00,000
·   Tenure: 1 year
Other points for consideration
·   Subsidiary Company is a listed company having market capitalization of
    INR 25,000 as of the valuation date
·   Subsidiary Company has no loan other than the term loan of INR
    1,00,000
·   Equity Volatility (1-year) on the equity stock of "S": 60%
·   Corporate Guarantee has been given for the entire loan amount of INR
    1,00,000


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       Valuation of Financial Guarantees ­ Increasing Complexities under...



Valuation of the Financial Guarantee
As previously mentioned, for the purpose of computation of financial
guarantee as a put option by applying Black Scholes model we need the
following inputs:
·   Fair value of underlying assets
·   Exercise price
·   Asset volatility
·   Maturity period
·   Risk-free rate
The fair value of underlying assets and asset volatility will be computed by
applying the Merton Theory as presented in Exhibit 1:




Accordingly by using the following inputs in the Black-Scholes Model, the fair
value of the financial guarantee will be computed as presented in Exhibit 2:

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Valuation Professionals Insight

·   Fair value of underlying assets: INR 1,18,042
·   Exercise price: INR 1,00,000
·   Asset volatility: 13.12%
·   Maturity period: 1 year
·   Risk free rate: 7% (based on 1-year Indian Government Bond)




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                                                               Chapter 19
 ESOP as a Share Based Transaction
1. Share Based Payment Transactions (SBT) are those where an entity
   receives goods or services and settles the payment through issue of
   equity instruments such as shares or share options. The basic test is the
   existence of an arrangement between the entity (or its group company)
   and a party (supplier or employee). Even if the goods and services are
   not specifically identifiable wholly or in part, as long as the consideration
   is settled through equity instruments, the transaction qualifies as an SBT.
2. In an SBT, there is a need to recognize the accounting impact of the
   transaction when the goods or services are received by the entity.
    (a) Goods may be in the nature of raw materials, consumables etc. in
        which case the SBT is accounted as an expense; or assets, in which
        case the SBT is capitalized as an asset. A liability is correspondingly
        created for the outstanding shares to be issued.
    (b) Services may be in the nature of employees performing as per their
        employment contract. The SBT is expensed as a compensation
        expense over the period of the arrangement. A liability is created for
        the outstanding shares to be issued every year over the period of the
        arrangement.
3. In case of goods received, the measurement of the date and value of
   goods received is usually reliable. Recognizing the accounting impact
   would be based on the value of the goods received. However, in the case
   of services received, a reliable measure of valuing the services is not
   available. For example, in the case where employees are awarded stock
   options as an incentive over and above their remuneration, it is difficult to
   attribute a value to the component of service rendered by the employee
   to earn or vest-in the options. In such cases, the value of the equity
   instrument (shares or options) which is awarded as the consideration is
   taken as the value of the services. This gives rise to a need for valuation
   of the equity instruments (shares or options).
ESOPs : features
4. Corporates are globally adopting asset-light business models and rely
Valuation Professionals Insight

    increasingly on human capital to create value for shareholders. As a
    natural corollary, there is a compelling need to incentivize employees and
    align them with the shareholders' expectations. The vehicle through
    which this is achieved is to award share based compensation to
    employees, over and above the cash remuneration. Share based
    compensation takes the form of plans such as ESOPs, ESPP , SARs,
    Restricted stock etc. ESOPs are the most popular instrument. For a grant
    of share options, the share-based payment arrangement is finally settled
    when the options are exercised, are forfeited (such as upon cessation of
    employment) or lapse at the end of the option's life.
5. These plans are structured with terms and conditions that are aligned
   with the strategy of the entity. For the plans to be effective, they have
   conditions built in which need to be met in order that the award vest in
   the employee. Plans can be simple or complex, with multiple conditions
   to be fulfilled for vesting.
Key dates for recognition and measurement:
6. Before proceeding to understanding the concepts and issues in valuation
   and measurement, it is important to understand the key dates in the life
   of a plan under ESOP:




7. Grant date is the date when the entity commits a liability in the form of a
   share based payment. It is typically the service inception date or the date
   when the shareholder approval for the ESOP has been obtained by the
   entity. Valuation of the ESOP is done on the grant date. The fair value is
   referred to as the "fair value at grant date".
ESOPS : standards for valuation
8. Earlier, under the Guidance Note on Accounting for Employee Share-
   based Payments issued by the ICAI, SBTs could be valued using Fair
   value method or intrinsic value method. If an entity chooses the intrinsic
   value method, there were extensive disclosures to be made. Most
   corporates opted for the intrinsic value method. Intrinsic value is the
   excess of fair value over exercise price. For example, if the market price
   on the reporting date for a listed entity is Rs. 80 and the exercise price


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                                         ESOP as a Share Based Transaction

    for the share is Rs. 50, the intrinsic value is Rs. 30. Under this method,
    equity instruments were measured at their intrinsic value, initially at the
    grant date and subsequently at the end of each reporting period and at
    the date of final settlement, with any change in intrinsic value recognized
    in profit or loss.
9. The introduction of Ind AS 102 has brought in changes in the accounting
   of ESOPs in line with IFRS 2. Under Ind AS 102, the value of ESOPs (or
   any SBT) has to be measured "with reference to the fair value". Under
   some circumstances, intrinsic value or calculated value are permitted.
   For a listed company, fair value is the market price on the grant date. For
   an unlisted company, it is the valuation carried out by an independent
   valuer on the grant date.
10. The key phrase to internalize is "with reference to the fair value", rather
    than "at fair value". Para 6A of Ind AS 102 emphasises this as follows:
    "This Standard uses the term `fair value' in a way that differs in some
    respects from the definition of fair value in Ind AS 113, Fair Value
    Measurement. Therefore, when applying Ind AS 102 an entity measures
    fair value in accordance with this Standard, not Ind AS 113.
11. This brings us to the difference between "valuation" of the ESOP and its
    "measurement".
Valuation of ESOP
12. Valuation refers to the process of determining the fair value of the ESOP
    at the grant date, using valuation techniques which are selected based
    on an understanding of the substantive character of the ESOP.
13. Where the entity is listed, the valuation is based on the market prices of
    traded options, if they are available. On the other hand, fair value of
    ESOPs of unlisted entities would be valued by independent valuers using
    option pricing models.
14. Choice of valuation technique. Ind AS does not prescribe the use of any
    particular model or technique. It is left to the judgement of the valuer.
    However, it is critical for the valuer to understand the substantive
    character of the plan and select a valuation technique that is appropriate
    for the plan. The valuer has to reflect into the valuation, those conditions
    which affect terms other than vesting and exercisability.



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Valuation Professionals Insight

Measurement of ESOP
15. Measurement goes beyond estimation of the fair value. The
    measurement objective for equity instruments awarded to employees is
    to estimate the fair value at the grant date of the equity instruments that
    the entity is obligated to issue when employees have rendered the
    requisite service and satisfied any other conditions necessary to earn
    the right to benefit from the instruments.
16. "Measurement" as per Ind AS 102 refers to the amount that is considered
    for accounting and reporting purposes. It is based on the fair value at the
    grant date. The fair value per instrument is considered based on the
    valuation; no change is made to it. However, for accounting and reporting
    purposes, measurement is arrived at by adjusting the fair value with the
    probable effects of certain types of conditions. The adjustment is done by
    changing the number of instruments that are likely to vest upon fulfilment
    of these conditions.
17. The following chart depicts the timing of valuation and measurement.




Impact of conditions on the valuation of ESOP
18. There are four types of conditions that typically feature in ESOPs:
    Service, performance market and other conditions. ESOPs are often
    structured with combinations of these conditions, rendering them
    complex instruments to value and measure.
19. Some conditions have a valuation impact and some have measurement
    impact. It depends on the nature of the condition. Conditions that affect
    the employee's ability to vest in the equity instruments, are not directly
    factored into the fair value. Conditions that affect exercise price, term,
    quantity of instruments, conversion ratio etc. are factored in the fair value
    on grant date for every possible outcome.
20. Vesting conditions: In a typical ESOP, certain conditions are drafted as


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                                          ESOP as a Share Based Transaction

    part of the ESOP plan that need to be fulfilled by the employee for the
    equity instrument to vest as per the plan.
    (i) Service conditions: that the employee has to serve "x" number of
        years of service for the equity instrument to vest.
    (ii) Performance conditions : that , apart from a service condition, the
         employee also achieves a specific target such as sales of a
         particular product or obtains a regulatory approval to market
         specified products
        (a) The conditions affect the vesting or exercisability are not
            factored in the fair value on the grant date. Since service and
            performance conditions affect the employee's ability to vest in
            the equity instrument, it is not directly factored into the fair value.
        (b) However, they are considered for measurement of accounting
            impact. When it becomes probable that the condition will be
            fulfilled, they are accounted as compensation. To the extent the
            condition is not fulfilled, they are not recognized for
            measurement in accounting.
21. Non vesting conditions
    (a) Market conditions: the options vest only when the entity's share
        prices touch a specific level or when the exercise price is linked to
        the Sensex. This condition is not directly related to the employee's
        performance or ability to earn or vest-in the instrument. Hence it is
        directly factored into the computation of fair value at grant date.
        Since every possible outcome needs to be mapped as an input, in
        computing the fair value to incorporate market conditions, path
        dependent models such as Monte Carlo simulation and lattice
        models are deployed.
    (b) Other conditions: when the options are indexed to a factor other than
        service, performance or market. These could be in the nature of
        restricted stock options that indexes the quantityof shares that will
        vest to oil price changes.
22. Reload options :
    Where the employee is automatically granted additional options (with
    exercise price of additional options being equal to the market price on the
    date of reload) in exercise of her options in the original plan, the granting


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Valuation Professionals Insight

    of additional options is treated as a separate plan and does not affect the
    valuation of the original plan being valued.
23. Contingent features:
    When an employee departs during the grant period and joins a
    competitor or if an employee makes a material misstatement or violates
    the code of conduct, adversely impacting the entity's reputation, then
    there is a claw back feature that kicks in where the employee is forced to
    return the equity vested. This does not affect the fair value of the plan. It
    is treated as a credit to the income.
24. Post vesting Restrictions:
    (a) These are conditions that restrain the employee from selling or
        transferring vested shares or options to third parties.
    (b) It is a condition imposed after the employee has earned the right to
        the shares and has the effect of altering the employee's expected
        exercise behaviour post vesting. The effect of non transferability is
        taken into account by reflecting the effects of employees' expected
        exercise and post-vesting employment termination behavior in
        estimating fair value.
Conclusion
The list of possible conditions and possible combinations of conditions in an
ESOP is hardly an exhaustive list. The conditions in an ESOP need to be
thoroughly understood by the valuer as a prerequisite to the selection of
valuation technique. An entity may grant different types of instruments, each
with its own unique set of substantive characteristics and the entity may use a
different valuation technique for each different type of instrument. A grasp of
the substantive character of the ESOP and its terms and conditions would set
the ground for the valuer to exercise sound judgement on the valuation
techniques to be deployed.




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                                                                 Chapter 23
                                    Valuation of Options
Meaning of Options
An option is a financial contract that gives an investor the right, but not the
obligation, to either buy or sell an asset at a strike price by an expiration date.
Since it is a right and not an obligation, the holder of an option can choose
not to exercise the right and can allow option to expire.
Assets that requires option valuations
The following characteristics of assets requires option valuations
1. Those derive value their value from the values of other assets.
2. The cash flows on the assets are contingent on the occurrence of specific
   events.
Call options and Put options
Call options are an agreement that give the option buyer the right, but not the
obligation, to buy a stock, bond, commodity or other instrument at a specified
price within a specific time period. The stock, bond, or commodity is called the
underlying asset.
A put option is an option contract giving the owner the right, but not the
obligation, to sell a specified amount of an underlying security at a specified
price within a specified time frame.
A call option gives the buyer the right to buy the underlying asset at the strike
price or the exercise price at any time prior to the expiration date of the
option.
A put option gives the buyer, the right to sell the underlying asset at the strike
price or the exercise price, at any time prior to the expiration of the option.
The exercise price or the strike price is the price at which an underlying asset
can be purchased or sold at when trading a call or put option. It is the price at
which trade is taken and established when a contract is first written.
As an example, if an investor owns call option for a stock trading at Rs.100
with an exercise price of Rs.90, it means the call options are trading in the
Valuation Professionals Insight

money by Rs.10. The exercise price is lower than the price which the stock is
currently trading. The call options give the investor the right to buy the stock
at Rs.90 even though it is trading at Rs.100, allowing investor to make Rs.10
profit per stock. The net gain on the stock would be Rs.10 less the premium
or cost paid for the cost of an option.
If an investor holds the option at Rs.110 and the option is out of the money by
Rs.10. It would not be beneficial for the call buyer to exercise that option.
In the same exercise, the put option can be explained. If put option with strike
price of Rs.110 with the stock price of Rs.100 will give an investor, the profit
of Rs.10 per stock. He has right to sell at Rs.110 when stock prices are
trading at Rs.100 which will leave him a profit of Rs.10. The net gain on the
stock would be Rs.10 less the premium or cost paid for the cost of an option.
Determinants of Option Value
There are several factors that determine the value of an option.
1. The current price of the underlying stock or security
This is one of the most important factors that determines the value of an
option. Assuming all other factors remain constant, the higher the stock price,
the greater will be the value of call option and the lower will be the value of
the put option.
2. The Exercise or Strike Price
The higher the strike price for a given set of values of the other variables, the
lower will be the value of a call option and the higher will be the value of a put
option.
3. Dividends
Normally dividend payments will lead to drop in stock prices. Therefore,
dividends paid during the life of an option, will lead to reduction in call values
and increase in put values.
4. Variance in the value of the underlying asset
The higher the volatility or variance in the underlying asset, the greater the
value of the option. It is always perceived that an increase in the volatility
results in positive reaction and helps the increase in the value of an option. It
applies to both call as well put option.

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                                                          Valuation of Options

5. Time to expiration of stock or underlying asset
The greater the time to expiration, both calls and puts are more valuable. If
you give more time of expiration to an underlying asset to move, it will result
in increasing the value of both the types of options.
6. Risk free interest rate
This factor considers the opportunity cost whilst buyer pays premiums for an
option. This can be explained with an example: Purchasing 100 shares at
Rs.100 will require Rs.10, 000, which assuming a trader borrows money for
trading, will lead to interest payments. Purchasing the call option at Rs.12 in a
lot of 100 contracts will cost only Rs.1, 200. Effectively, the differential of
Rs.8, 800 (Rs.10,
000-Rs.1, 200) will result in savings of outgoing interest payments on this
loaned amount. Alternatively, the saved capital of Rs.8, 800 can be kept in an
interest bearing account and will result in interest income ­ at 7% i.e. Rs.616.
Hence, an increase in interest rates will lead to either saving in outgoing
interest on loaned amount or an increase in the receipt of interest income on
the saving account. Both will be positive for this call position and savings.
Therefore, a call option's price increases to reflect this benefit from increased
interest rates. This also reduces the value of puts. In nutshell, increase in
interest rates, increases call option values and reduces value of puts.
Summary of Determinants that affect value of an option

 S. No     Factor                          Call Value        Put Value
 1.        Increase in       underlying Increases            Decreases
           assets value
 2.        Increase in volatility          Increases         Increases
 3.        Increase in Exercise or Decreases                 Increases
           Strike price
 4.        Dividends pay out               Decreases         Increases
 5.        Increase in        time      to Increases         Increases
           expiration
 6.        Increase in interest rates      Increases         Decreases




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Valuation Professionals Insight

Option Pricing Models
An Option pricing theory in any model or theory based approach for
calculating the fair value of an option. The Option pricing models are
mathematical models that use certain variables to calculate the theoretical
value of an option. The evolution of the modern-day options market is
attributed to the 1973 pricing model published by Fischer Black and Myron
Scholes. The Black-Scholes formula is used to derive a theoretical price for
financial instruments with a known expiration date. The Cox, Ross, and
Rubinstein binomial options pricing model is also widely used.
Options may also be classified according to their exercise time:
1. European style options may be exercised only at the expiration date.
2. American style options can be exercised anytime between purchase and
   expiration date.
The abovementioned classification of options is extremely important because
choosing between European-style or American-style options will affect our
choice for the option pricing model.
We will now study these two models i.e. Binomial Model and Black-Scholes
Model.
The Binomial Model
The simplest method to price the options is to use a binomial option pricing
model. This model uses the assumption of perfectly efficient markets. Under
this assumption, the model can price the option at each point of a specified
timeframe.
Under the binomial model, we consider that the price of the underlying asset
will either go up or down in the period. Given the possible prices of the
underlying asset and the strike price of an option, we can calculate the payoff
of the option under these scenarios, then discount these payoffs and find the
value of that option as of today.
The binomial option model is a formation for the asset price that can move to
one of two possible prices. The binomial model assumes that the given stock
price, can either change by X% or by Y%, during the next period where X and
Y are specified. Since the stock price can take on only either of two possible
values at the end of the period, the model is called Binomial. There are
assumptions under this model as follows:


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                                                             Valuation of Options

Assumptions under the Binomial Model
1. There is one risk free rate in the economy and everyone can borrow or
   lend unlimited amounts at this rate.
2. There are no transaction costs or taxes
3. No margin requirements
4. The securities are infinitely divisible and investors can trade in fractions
5. The possibility to use the full proceeds from a short sale, if an asset is
   sold short.
6. Possible direct consequence of arbitrage. If an option value deviates from
   the value of the replicating portfolio, the investors can create an arbitrage
   position.
The Binomial Tree ­ Two Period Binomial Model
Period 1                                               Period 2




In the picture above, where stock prices can move either up to Su or down to
Sd in any
time period, the replicating portfolio for a call with strike price `KP' will involve
borrowing
`B' and acquiring `X' number of the underlying asset, where
X = Number of units of the underlying asset bought = Cu ­ Cd
Su - Sd

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Valuation Professionals Insight

Where Cu = Value of the call if the stock price is Su
Cd= Value of the call if the stock price is Sd
The portfolios replicating the option are created at each step and valued,
providing the values for the option in that time period. The final outcome from
the binomial option is a statement of the value of the option in terms of the
replicating portfolio, consists of `X' shares of the asset and risk free rate
Value of the call = Current value of the underlying asset * X ­ Borrowing that
required to replicate the option.
The Black-Scholes Model
The Black-Scholes model was developed mainly for the pricing European
options on stocks. The model operates under the certain assumptions
regarding the distribution of the stock price and the economic environment.
Assumptions under the Black-Scholes Model
1. There are no frictions in the market such as transaction costs or taxes.
2. No margin requirements
3. The investor is entitled to use the full proceeds from a short sale, if an
   asset is sold short.
4. Investors can trade in fractions of securities
5. A single riskless rate of return in the economy and it is constant.
6. No dividends paid during the life of a security
7. All securities are traded continuously
8. Securities follow lognormal process
9. Arbitrage opportunities will be fully exploited till they cease to exist.
The main variables used in the Black-Scholes model include:
-   Price of underlying asset (S) is a current market price of the asset
-   Strike price (K) is a price at which an option can be exercised
-   Volatility () is a measure of how much the security prices will move in
    the subsequent periods. Volatility is the trickiest input in the option pricing
    model as the historical volatility is not the most reliable input for this
    model


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                                                            Valuation of Options

-   Time until expiration (T) is a time between calculation and option's
    exercise date
-   Interest rate (r) is a risk-free interest rate
Monte Carlo Simulation Model
There are other valuation models which include Monte Carlo Simulation that
helps to understand the impact of risk and uncertainty in financial, project
management and other forecasting models. It performs risk analysis by
building models of possible results by substituting a range of values--a
probability distribution--for any factor that has inherent uncertainty. It then
calculates results over and over, each time using a different set of random
values from the probability functions.
Greek Symbols
The rate of change of the option price is denoted by various symbols and it is
better to understand these symbols. These symbols are called `Greek'
1. Delta  ­ Delta represents the rate of change of the option premium with
respect to the price of the underlying asset, keeping all the other variables
constant.
2. Gamma (" ") ­ The rate of change of Delta with respect to the asset
price is called Gamma of the option. It is always positive and tends to be at its
peak when the option is near the money.
3. Vega - It is the derivative of the option price with respect to the volatility
or the standard deviation of the rate of return of the underlying asset. The
Vega will be positive for both call and put options.
4. Theta  - Theta is a measure of the time decay of the option premium. It
is expressed as the negative of the rate of change of the option premium with
respect to time to maturity.
5. Rho  - Rho represents the rate of change of the option premium with
respect to the riskless rate of interest. For call options, it will be positive and
negative for put options.
Conclusion
In this article, we have attempted to explain the meaning of options with the
types, determinants of options, Option models and the meaning of Greek

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symbols. This article is also useful for the students who are undertaking
valuation of securities or financial assets examination. The key terms have
been given in the article to understand the meaning of various option models,
Greek symbols etc.




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                                                             Chapter 22
                       Purchase Price Allocation
The last several years have seen an increased focus by companies on
mergers and acquisitions as a means of stabilising their operations and
increasing stakeholder value by achieving strategic expansion and cost
reduction through business combinations. These transactions provide
inorganic growth and significant benefits to an acquirer, but the related
accounting process is very complex.
A transaction would be perceived differently owing to the new accounting
standards i.e. Indian Accounting Standards ("Ind AS") kicking in India. Ind AS
focuses on the substance of the transaction rather than merely the form or
nomenclature of the transaction.
One of the key impact areas is Business combination as defined in Ind AS
103. It not only deals with amalgamation but also all such transactions which
result in acquisition of control over business or an entity (by way of
demergers, slump sale, share purchase, capital reduction, buy back etc.)
Ind AS 103 `Business Combinations' requires an extensive analysis to be
performed in order to accurately identify, recognize and measure the tangible
& intangible assets acquired and liabilities assumed in a business
combination at fair value.
The accounting for intangible assets acquired in a business combination is
particularly challenging for several reasons. Intangible assets are by nature
less detectable than tangible ones. Most of the intangibles are not recognised
in the acquiree's pre-acquisition financial statements. Determining their fair
value usually involves estimation techniques as quoted prices are rarely
available.
Where an `intangible resource' is not recognised as an intangible asset, it is
subsumed into goodwill. Some acquirers might be motivated to report fewer
intangibles, and higher goodwill, because most intangible assets must be
amortised whereas goodwill undergo an impairment testing only. However, a
high goodwill figure can create the impression that the acquirer overpaid for
the acquired business. Further, it may also raise questions on the correct
application of Ind AS 103.
Valuation Professionals Insight

Recognition and fair value measurement of all the acquiree's identifiable
assets and liabilities at the acquisition date are amongst the key elements of
the acquisition method required by Ind AS 103. The method implies that all
assets and liabilities are known to the acquirer. However, detecting or
`finding' identifiable intangible assets may be a complex matter which
requires intensive research into the business acquired by acquirer.
Purchase Price Allocation is the process of assigning fair values to all major
assets and liabilities of an acquired enterprise following a business
combination.




The Fundamental Equation
The fundamental equation of purchase price allocation is that the value of the
assets acquired must equal the value of the consideration paid.
·   On one side of the equation is the Purchase Consideration: the amount
    paid (in cash, notes, stock, or other consideration) for the acquisition,
    including the amount of debt assumed by the acquirer and the value of a
    contingent consideration (i.e., earn outs), if any.
·   On the other side of the equation are all the assets: working capital (net
    of current liabilities), fixed assets, other tangible assets, intangible
    assets, and goodwill.
Identification of Intangible Assets
Intangible assets are assets that lack physical substance. Typically,
intangible assets are classified in five major groups:
·   Technology-based Intangibles (such as patented or unpatented
    technology, software, databases);
·   Customer-based     Intangibles   (such   as   customer    contracts   and
    relationships);


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                                                     Purchase Price Allocation

·   Marketing-based Intangibles (such as trademarks,                  distribution
    arrangements, and non-compete agreements);
·   Artistic / Creative Intangibles (such as plays, books, and movies); and
·   Contract-based Intangibles (such as licensing/royalty arrangements or
    supplier contracts).
Intangible assets can be considered either "identifiable" (and therefore need
to be valued separately) or "not identifiable" (and can be considered as a part
of goodwill).
There are two criteria for determining if an intangible asset is identifiable and
needs to be valued are as under:
·   Separability - Separable means the asset can be separated and sold off
    or licensed independently from the business. It does not matter whether
    there is an intent to sell off the asset. If it could be sold, then it must be
    valued.
·   Contractual or other legal right - A contractual or legal right must be
    valued even if it is not separable. An example might be a wireless
    spectrum license: if a firm bought a wireless communications company,
    the license would need to be valued even though it is difficult to imagine
    how the business could operate without the right to use the spectrum.
How the Identified Intangible Assets Are Valued
The valuation methodologies are broadly classified into three approaches:
·   the Income Approach (in which future economic benefits such as
    earnings or cash flow are capitalized),
·   the Market Approach (in which the prices paid in actual transactions of
    the same or a similar asset are used as the basis of value), and
·   the Asset Approach (which is often considered as the cost to replace the
    asset and can include a reasonable return on the asset).
While the Market Approach is considered as the most preferable basis for
determining the value of an asset, relevant market transactions often are not
available. As a result, the Income Approach is used frequently based on
either a discounted cash flow or discounted earnings analysis.
This discussion focusses on the several income approach methods that are
used in the business enterprise valuation and intangible asset valuation. This

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Valuation Professionals Insight

discussion also focuses on the measurement of the discount rate that is
applied within the income approach valuation methods.
The income approach is a valuation method that provides an estimate of the
fair value of an asset based on the cash flows that an asset (or business) is
expected to generate over its remaining useful life.
In the valuation of intangible assets, various methods can be used to value
various intangibles identified. For any purchase price allocation, the cost of
capital can be viewed from three different perspectives, as discussed in the
following quotations:
On the asset side of a firm's balance sheet, it is the rate that should be used
to discount to a present value the future expected cash flow (WARA ­
Weighted Average Return on Assets).
On the liability side, it is the economic cost to the business of attracting and
retaining capital in a competitive environment, in which investors (capital
providers) carefully analyze and compare all return-generating opportunities
(WACC ­ Weighted Average Cost of Capital).
On the investor's side, it is the return one expects and requires from an
investment in a business's debt or equity. While each of these perspectives
might view the cost of capital differently, they are all dealing with the same
number (IRR ­ Internal Rate of Return).
This discussion describes about the importance of WACC, WARA and IRR
and their reconciliation.
The estimation of an overall rate of return for the acquired company is
required before determining the stratification of the rates of return for the
acquired assets. The comparison of the WACC to the WARA allows the
analyst to reconcile the rates of return required by providers of capital with
the rates of return earned by the acquired assets.
Weighted Average Cost of Capital
The overall cost of capital is commonly referred to as the WACC. The WACC
is calculated as the return on the investment in the acquired company by a
market participant.
The WACC is comprised of a required rate of return on equity which is
estimated by a rate building process (e.g., capital asset pricing model, the
build-up model, etc.) and an after-tax rate of return on debt capital.

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                                                      Purchase Price Allocation

Further, an analysis of an appropriate long-term market participant capital
structure for the acquired company is required. Using an estimated required
rate of return on equity capital, an estimated after-tax cost of debt capital, and
a market participant capital structure, the WACC of the acquired company
can be estimated.
Weighted Average Return on Assets
In general, the risk profile of each asset category should be considered when
estimating the appropriate rates of return. The analyst should consider the
liquidity of the assets on the balance sheet on a spectrum from working
capital (most liquid) to the intangible assets (least liquid). In addition, the
analyst can consider the assets based on their ability to be financed by debt
or equity.
It is typical to select a rate of return for working capital at or near the cost of
debt (depending on the available debt financing estimated with the market
participant capital structure and the purchase price paid) and a rate of return
consistent with the estimated cost of equity for the acquired company's
intangible assets.
Internal Rate of Return
The Internal Rate of Return (IRR) is the rate of return that equates the
estimated future cash flows of the business with the transaction value.
Calculate internal rate of return by carrying out the business valuation;
Ensure that business plan used for the valuation of business and calculating
IRR is same as that for purchase price allocation.
WACC, WARA and IRR Analysis
Conceptually, the IRR should be consistent with the WACC. This should be
the case for all types of prospective financial statements (PFI), such as
conditional, probability-weighted, and PFI with "mixed" attributes. If the
implied IRR and WACC differ, it may be an indication that entity-specific
synergies are included in the PFI, that cash flows are not consistent with the
expectations of market participants, or that the price paid for the business
was not representative of its fair value. If such a scenario exists, the valuation
specialist would analyze the assumptions in the PFI to ensure that only
market participant assumptions are reflected (that is, excludes entity-specific
synergies or biased PFI) to derive expected cash flows for the overall entity
and asset. Alternatively, if there is evidence of the price not reflecting fair
value, the valuation specialist would need to impute fair value for the


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Valuation Professionals Insight

acquisition if that imputed value is to be used in WACC, IRR and Weighted
Average Return on Assets (WARA) comparison.
The WARA analysis is applied to the fair value of the assets to generate the
implied rate of return on goodwill based on the IRR. The purpose of the
WARA analysis is to determine the reasonableness of the returns for the
identifiable intangible assets and the implied return on goodwill.




The following summarizes the relationship between the IRR and WACC and
the implications for the selection of PFI in the instance of a business
combination:
·   IRR = WACC ­ Indicates that the PFI likely properly reflects market
    participant assumptions, and the transaction consideration is likely
    representative of the fair value
·   IRR > WACC ­ Indicates that the PFI may include some or all the impact
    of entity-specific synergies, may reflect an optimistic bias, may reflect a
    bargain purchase, or all three
·   IRR < WACC ­ Indicates that the PFI may exclude some or all the impact
    of market participant synergies, may reflect a conservative bias, may
    reflect an overpayment, or all three
Step back from the calculation once it is complete. Analyze each assumption,
including the PFI and overall WACC. The Enterprise Value and Fair Values of
the assets and liabilities should appear reasonable to a market participant.

                                     158
                                                          Chapter 23
                   Drug Dealings of 2018 ­ An
                                    Overview
The global pharmaceutical industry probably sees more M&A activity than
any other industry, both in the number of deals and the amount of money
spent on acquisitions and mergers. Large game changing deals continuously
and profoundly change the competitive landscape. Smaller yet significant
transactions are an integral part of the operations of pharma companies.
Deal value Vs Deal volume
The Pharma industry has been volatile over the past two years, likely
impacted by major events such as leadership changes in major companies,
tax reforms and so on.




We notice that although the volume of deals has decreased by 9%, the value
of M&A deals in pharma sector has increased by 22% in the year 2018 as
compared to 2017.
According to PwC's "Global Pharma and Life Sciences Deals Insights", in
2018 the pharma industry saw eight megadeals over the course of the year.
The mega deals are as enumerated below:
Valuation Professionals Insight

Announc     Target       Target      Acquirer        Acquirer    Value
ed date     Name         Nation      name            nation      (USD
                                                                 million)
19-Apr-18   Shire PLC    Channel     Takeda          Japan
                         Islands     Pharmaceutic                81,667
                                     al
22-Jan-18   Bioverativ   United      Sanofi          France
            Inc.         States                                  11,474
22-Jan-18   Juno         United      Celgene         United
            Therapeuti   States      Corporation     States      9,305
            cs,
            Inc.
9-Apr-18    AveXis,      United      Novartis AG     Switzerla
            Inc.         States                      nd          8,696
7-Jan-18    Impact       United      Celgene         United
            Biomedicin   States      Corporation     States      7,000
            es,
            Inc.
29-Jan-18   Ablynx NV    Belgium     Sanofi          France
                                                                 5,492
3-Dec-18    Tesaro,      United      GlaxoSmithKl    United
            Inc.         States      ine plc         Kingdom     5,468
3-Dec-18    GSK          Banglade    Unilever        United
            Banglades    sh          PLC;            Kingdom     5,323
            h                        Hindustan
            Ltd./GSK                 Unilever
            CH Ltd.                  Limited
                 Table 1 ­ Eight mega pharma deals 2018
The largest announced transaction of the year was Takeda's acquisition of
Shire. The Japanese pharma giant announced to purchase Shire for
approximately USD 81.7 billion, which is USD 70.2 billion larger than the
second largest deal of the year as seen from Table 1 above.
In addition to the above deals, an important development was that of Pfizer
and GlaxoSmithKline (GSK) announcing a Joint Venture to create a premier
global consumer healthcare company on December 19, 2018 which is poised
to become the world's biggest seller of over-the-counter medical products.


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                                        Drug Dealings of 2018 -- An Overview

GSK has been ruling the M&A news for quite some time now; Be it the sale
of most of its food and nutrition business in India, the well-known health drink
brands like Horlicks and Boost portfolio to Unilever for almost USD 4 billion
which also included merging GSK Consumer Healthcare Limited (GSK India)
with Hindustan Unilever Limited or be it the sale of its 82% stake in
GlaxoSmithKline Bangladesh Limited and other brand rights for GSK's
consumer healthcare nutrition operations in specific territories to Unilever.
Further, GSK also acquired Tesaro, a Waltham, Mass.-based oncology
company, for about USD 5.1 billion during the year.
CASE STUDY ­ The steroid effect created by the JV between
GlaxoSmithKline + Pfizer




A new USD 12.7 billion joint venture has been created by the spin-off of
consumer healthcare businesses of GlaxoSmithKline (GSK) and Pfizer.
Analysis of key financial metrics of GSK and Pfizer
Analysis 1: Top-line comparison

                          Revenue Comparison
  60,000.0
  50,000.0
  40,000.0
  30,000.0
  20,000.0
  10,000.0
        -
               CY 2014       CY 2015         CY 2016       CY 2017   CY 2018

                          GlaxoSmithKline PLC      Pfizer Inc.


      Chart 1 ­ Revenue growth comparison (Amount in USD millions)

Revenue of Pfizer USD 53,373 million is much higher than the revenue of
GSK (USD 39,543 million). However, the average YoY growth in revenue of


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Valuation Professionals Insight

GSK is about 7% as compared to a growth of merely 2% in Pfizer from CY 14
to CY 18. Hence, GSK has a stronger top line growth than Pfizer.
Further, GSK is already a big player in consumer healthcare segment with
annual revenues of over USD 10 billion, compared to roughly USD 3.5 billion
for Pfizer. It is an important point to note here is that the spin-off of consumer
healthcare business of Pfizer does not lead to any material impact on top line
growth of Pfizer Inc.
Revenue over the period
                                                       (Amount in USD millions)
Name of the             CY 2014     CY 2015      CY 2016      CY 2017     CY 2018
entity
GlaxoSmithKline
PLC                     30,061.0    31,259.2     36,441.4     39,442.8    39,543.5
Pfizer Inc.
                        49,605.0    48,851.0     52,824.0     52,546.0    53,373.0
Analysis 2 ­ EBITDA margins

                                   EBITDA margin
 40.0%

 30.0%

 20.0%

 10.0%

  0.0%
              CY 2014       CY 2015          CY 2016        CY 2017       CY 2018

                 GlaxoSmithKline PLC     Pfizer Inc.   Industry Average


                         Chart 2 ­ EBITDA comparison
The single most important driver for changes in the pharma industry is the
ever-increasing cost of drug development.
The most-quoted study of drug development costs states that on average,
the development of a new drug--a new active pharmaceutical ingredient
(API)--costs around USD 1.4 billion, if pipeline failures are factored in. It


                                       162
                                       Drug Dealings of 2018 -- An Overview

usually takes ten years from synthesis to approval, thus USD 1.2 billion
capital costs accrue, which results in average total cost of USD 2.6 billion to
develop a new drug.
Even though the revenue of GSK and Pfizer (together referred to as
"Companies") are ever increasing, the EBITDA as a % of revenue of these
Companies are showing a marginal decline due to the above reason of
increasing costs. The necessity of new drug development increases day by
day as newer diseases and complications are discovered.
However, the EBITDA margins of both the Companies are much higher than
the average EBITDA margin of pharma and life sciences industry.
EBITDA margins over the period

                        CY         CY          CY         CY          CY
Name of the entity      2014       2015        2016       2017        2018
GlaxoSmithKline
PLC                     23.8%      17.5%       25.4%      28.4%       25.5%
Pfizer Inc.             31.6%      28.2%       27.0%      28.7%       28.3%
Industry Average        14.6%      14.9%       14.7%      14.5%       14.7%

The proposed spin-off will help the resultant company gain from the
synergies arising out of the deal and thus result in substantial cost synergies
as detailed in the "Outcome of the deal" section. The expected cost
synergies would lead to improvement in the EBITDA margins.
Why the deal actually happened?




                                     163
Valuation Professionals Insight

FOR GSK....
It is a unique opportunity to accelerate and improve the long-term competitive
performance and to strengthen the ability to bring new breakthrough
medicines and better healthcare products to people around the world. Emma
Walmsley, CEO of GSK, in an investor call said, "strengthening GSK's
pharma business and pipeline is our clear priority".
The benefits of separating into two companies--one focused on prescription
medicines and the other on consumer health--outweigh the advantages that
come with a more diversified structure of GSK.
The new consumer healthcare company with its more durable cash flows will
be able to support higher leverage levels than the GSK Group today, creating
the opportunity on separation to reduce the leverage in the new
Pharmaceuticals/Vaccines company.
FOR PFIZER....
Pfizer has been deliberating for several years on whether to sell, spin off or
keep its Consumer Healthcare business. Pfizer expects to deconsolidate the
Pfizer Consumer Healthcare division from its financial statements after the
deal closes. The company indicates that in the near- to medium-term this
won't have a material impact on its top-line growth, and due to lower margins
for the Consumer Healthcare division than its other business, will probably
result in a slight positive impact on Pfizer's operating margins.
Equity control combination in announced JV
The proposed deal is an all equity transaction where GSK will have
controlling interest of 68% and Pfizer will have 32%.


                                                                 Consumer
                                     Pfizer -
    GsK - 68%                                                    healthcare
                                      32%
                                                                     JV



Outcome of the deal
Outcome 1 - Financial impact
The new Joint Venture will be well-positioned to deliver stronger sales, cash
flow and earnings growth driven by category leading power brands, science-

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                                        Drug Dealings of 2018 -- An Overview

based innovation and substantial cost synergies. The transaction is expected
to deliver USD 650 million (£ 0.5 billion) in peak cost synergies and to be
slightly accretive for Pfizer in each of the first three years after the close of
the transaction.




The significant cost synergy potential for JV. Source: GSK investor
presentation
The JV is expected to be accretive to total earnings in second full year post
close, reflecting timing of upfront costs for implementation of integration
versus timing of synergy benefits. It is also expected to be accretive to
Adjusted earnings and free cash flow in the first full year post close.
Outcome 2 ­ Market share
The Joint Venture will be the global leader in OTC products with a market
share of 7.3% ahead of its nearest competitor at 4.1% and have number 1 or
2 market share positions in all key geographies, including the US and China.
The new venture will be a leader in pain relief, respiratory, vitamin and
mineral supplements, digestive health, skin health and therapeutic oral
health.
In a statement, GSK chief executive Emma Walmsley said that the
divestment would open a path towards `a new global pharmaceutical/vaccine
company, with an advanced R&D approach focused on science related to the
immune system, use of genetics and advanced technologies, and a new
world-leading consumer healthcare company.'
Outcome 3 ­ Timing and separation of JV
The proposed transaction is expected to finish in the second half of 2019,
subject to shareholder and antitrust approval.


                                      165
Valuation Professionals Insight

The plan is to separate the joint venture entirely after three years via
demerger. Incremental cash flows and visibility of the intended separation
will help support GSK's future capital planning and further investment in our
pharmaceuticals pipeline.
Outcome 4 - Dividend expectations from proposed JV
GSK remains committed to its current dividend policy and confirms it
continues to expect to pay 80 pence per share in dividends for 2018.
Recognizing the significance of this proposed transaction and the importance
of dividends to shareholders, the company is today confirming that it expects
to pay dividends of 80 pence per share for 2019.
What is in it for India?
Considering the fact that both the big brands are struggling to grow in India,
from the brand point of view, Pfizer is expected to get a much-needed revival
through the JV. Pfizer has less brand recall among consumers and is not
known for its consumer business in India. Considering GSK in India has
stronger brand loyalty among consumers, it has its job to take this JV
forward.
The enthusiasm rubbed off on the shares of its Indian subsidiary,
GlaxoSmithKline Pharmaceuticals Ltd, which gained 2.5% on the National
Stock Exchange. Investors seem to believe the demerger plans will lead to
renewed focus on the pharmaceuticals business, which will help in the long
run.




Category of leading positions of combined portfolio ­ blue box depicts
products of Pfizer in combined JV and orange box depicts products of GSK in
combined JV



                                     166
                                     Drug Dealings of 2018 -- An Overview

But positive changes at the parent company do not automatically trickle down
to Indian subsidiaries.
Sales at GSK Pharma in India have slowed as a result of the product
rationalization exercise. The local unit stepped up its focus on key brands
and more profitable products.
The Company will continue to manufacture and sell over 70 brands, are now
focusing increasing efforts on 20 key brands to drive growth in identified
therapy areas," said in its September quarter results statement of GSK
Pharma.
However, even with a handful of products that include Sensodyne, Crocin,
Eno, Voltaren, Centrum, Caltrate, Anacin and Anne French, the combined
sales of these products is estimated to be between Rs 1,000 and Rs 1,500
crore. Pfizer said it is excluding Corex, Gelusil and Becosules from the JV,
having declared earlier that they are to be considered for a strategic
review. The JV is expected to have No 1 or No 2 position in India.
On a lighter note, let's hope we Indians get fruitier Gelusil and more minty
Sensodyne...
What actually happens? Let's wait and watch...




                                    167
                                                 Bibliography
·   https://economictimes.indiatimes.com/news/international/business/gsk-
    and-pfizer-to-combine-consumer-health-
    businesses/articleshow/67158355.cms
·   PwC - Global Pharma and Life Sciences Deals Insights 2018
·   https://www.chemistryworld.com/news/gsk-and-pfizer-joint-venture-
    creates-new-consumer-healthcare-giant/3009938.article
·   https://www.businesswire.com/news/home/20181218005970/en/Pfizer-
    GlaxoSmithKline-Announce-Joint-Venture-Create-Premier
·   https://www.gsk.com/en-gb/media/press-releases/glaxosmithkline-plc-
    and-pfizer-inc-to-form-new-world-leading-consumer-healthcare-joint-
    venture/
·   https://www.livemint.com/Money/XVEWDuE2v9R1cYPNrW4qTI/What-
    the-GSK-Pfizer-merger-means-for-their-Indian-units.html
·   http://www.morningstar.co.uk/uk/news/172773/gsk-pfizer-joint-venture-
    no-impact-on-company-value.aspx
·   https://www.biospace.com/article/pfizer-and-glaxosmithkline-team-to-
    create-consumer-healthcare-business/
·   Annual reports of Pfizer Inc and GlaxoSmithKline PLC (2018)

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