India economic update
Milind S. KothariManaging Partner
M & A tracker
Rajesh ThakkarPartner /Transaction Tax
Tax & Regulatory Services
Nidhi SeksariaLeader/ Real Estate and Construction
BDO India firstname.lastname@example.org
RAM YADAVCEO- Edelweiss Real Estate Advisory Practice
The narrative of high economic growth on the back of a resilient Indian economy continues to gather momentum. To open the innings in the new fiscal year and much on the lines of common expectations, the Governor of Central Bank (the Reserve Bank of India) kept interest rates unchanged. Historically, increase in interest rates herald warning, having a large bearing on business sentiment. The forecast of GDP growth is pegged at a heady 7.4%, up this year from 6.6% last year, riding on the theme of broad revival and investment pick-up. The projected growth is lifted by strong private consumption as well as fading transitory effects of the currency exchange initiative and implementation of the national Goods and Services tax last year. Additionally, the forecast for inflation was lowered while the industrial production grew faster than 7% for the fourth consecutive month in March, providing double boost for the economy. However, amid all the good news, the key challenges in growth requires prioritising; lifting off constraints on job creation, ensuring that the demographic dividend is not wasted, ease labor market rigidities, reduction in infrastructure bottlenecks etc.
With the spike in crude oil price, now headed north of US $ 80 per bbl, India’s import bill is expected to bloat by US $ 25-50 bn this year (with nearly 3/4th of the demand fulfilled from imports), pushing the overall trade deficit to go beyond US $160.00 bn. Despite the oil drain, the Central bank remained confident that the macro-economic fundamentals were sound and did not foresee reason for a downward revision on growth or upward revision on fiscal deficit. Reflecting the global trend of currencies plummeting in the backdrop of surging US interest rate and bloated oil import bill, the Indian rupee declined by nearly 4-5% against benchmark US dollar.
On the reforms front, with a view to remain globally competitive in attracting FDI, India is working on a framework that should provide legal backing for a stable and predictable foreign investment regime. The proposed law is aimed at promoting and protecting foreign investments as it is expected to spell out the rights and obligations of foreign investments. On another front shaken by recent data leakage of Facebook users and mirroring global trends, including the recent introduction of GDPR, the Telecom Regulatory Authority of India (‘TRAI’) is likely to regulate the flow of data. To this effect, a Committee is tasked with drafting of data protection law, mulling the possibility of data localisation. While the intended regulation is slated to provide government greater control over tech companies, the counter argument is that it will not guarantee against security breach and shouldn’t be a prescription that applies across the board.
The growth potential in the Indian economy and recognising the spirit of the Indian entrepreneur, Softbank, the world’s largest investor has projected to overachieve its commitment to invest US$10 bn in 10 years, much ahead of time and at a much bigger scale as it has already invested more than US$ 7 bn in the last 4 years. Showcasing that the value creation in the e-commerce market is achievable, India’s largest e-commerce company, Flipkart that rivals Amazon, was sold for a staggering valuation of US$ 21 bn with Walmart picking up a stake nearing 80% with an investment of US$ 16 bn.
On the investment front, after a long hiatus, India Inc. is slowly overcoming its inertia and in the past 4 months has committed investments of nearly US$ 7 bn USD. This is in the backdrop of the factoid that the growth in private capex had slowed down to less than 7% annually between FY 11 to FY 17, whereas the capex growth had risen at a rapid pace of 35% between FY 03 to FY 11. This augurs well for the sentiment that reaffirms the tone of positivism on the ground.
On the political front, the ruling party at the centre – BJP, could not form the government in Karnataka because of lack of clear majority. Would that be a nationwide trend in 12 months when the general elections will be held in India? India and the global business community will be watching this space with bated breath.
M&A in India
Between March 2018 to May 2018, around 164 M&A deals were announced / completed, aggregating to approximately USD 35,373.89 mn; dominated by domestic deals (102) followed by cross border deals (62).
In terms of sectors, Consumer Discretionary sector saw the maximum deal value with deals worth around USD 16,000 mn, followed by Telecommunication Services with USD 6,234.30 mn and Material with USD 5,239.52 mn.
(Deals mentioned in the M&A Tracker do not include those with undisclosed deal values as well as those which have been announced but not closed)
Target Company: Indus Towers Limited
Acquiring Company: Bharti Infratel Limited
Deal Value (in mn USD): 6234.30
- In April 2018 Bharti Infratel Limited acquired additional 58% stake in Indus Towers Limited from Vodafone Essar Limited, Providence Strategic Growth Capital LP, and Aditya Birla Telecom Limited for $6.23 billion (INR 414.7 billion).
- Vodafone was issued 783.1 million new shares in the combined company, in exchange for 42% stake in Indus Towers.
- Bharti Airtel’s shareholding would stand diluted from 53.5% in Bharti Infratel today to 37.2% in the combined company. The combined company has changed its name to Indus Towers Limited and would continue to be listed on the Indian Stock Exchanges.
- Bharti Airtel and Vodafone would jointly control the combined company.
Target Company: Bhushan Steel Limited
Acquiring Company: Bamnipal Steel Limited
Deal Value (in mn USD): 5239.52
- Bamnipal Steel Limited, a wholly-owned subsidiary of Tata Steel Limited, acquired a 72.65% stake in Bhushan Steel Limited for the total consideration of $7.46 billion (INR 503.2 billion).
- As the part of the transaction, the buyer acquired 794.4 million equity shares at price per share of INR 2 each for $23.54 million (INR 1.59 billion) through preferential allotment.
- The financial creditors of Bhushan Steel Limited shall receive a total consideration of $7.43 billion (INR 501.61 billion) for the settlement of their existing financial debt. This amount would be financed with a new secured debt of INR 165 billion and cash on Tata Steel's balance sheet.
- The acquisition provides an inorganic growth opportunity to Tata Steel to grow in its existing line of business in flat products and leverage operating synergies. The transaction would raise Tata Steel's leverage over the next 2 to 3 years.
- Post this transaction, Bhushan Steel Limited operates as a subsidiary of Bamnipal Steel Limited.
Target Company: Saavn Media Private Limited
Acquiring Company: Reliance Industries Limited
Deal Value (in mn USD): 227.35
- Reliance Industries Limited acquired a stake in Saavn Media Private Limited for a total consideration of $227.35 million.
- As part of the transaction, Saavn Media Private Limited issued 69,787 equity shares at INR 115,472 per share, representing 41.1% equity stake for $123.35 million (INR 8,058 million) and Tiger Global Management LLC, Liberty Media Corporation and Bertelsmann Corporate Services India Private Limited sold their partial stake to Reliance Industries Limited for $104 million (INR 6.79 billion).
- Reliance Industries Limited also entered into a definitive agreement to transfer the music streaming business of Reliance Industries Limited, viz. JioMusic, to Saavn Media Private Limited in exchange for the issuance of 376,980 equity shares of Saavn India to Reliance Industries Limited.
- The transaction would accelerate Reliance Industries Limited's journey towards having a bouquet of media and entertainment services in its portfolio and provide a better experience to the users of its digital services business.
Target Company: Jordan Phosphate Mines Company Limited
Acquiring Company: Indian Potash Limited & Indian Farmers Fertiliser Cooperative Limited
Deal Value (in mn USD): 130
- Indian Farmers Fertiliser Cooperative Limited (IFFCO), through its subsidiary Kisan International Trading and Indian Potash Limited (IPL), acquired a 37% stake in Jordan Phosphate Mines Company Limited for a total consideration of $130 million (INR 8.8 billion) from Kamil Holdings, owned by Brunei Investment Agency.
- Indian Potash Limited has bought 22.25 million equity shares representing 27% stakes for $94.51 million (INR 6.42 billion) and Indian Farmers Fertiliser Cooperative Limited has bought 8.2 million equity shares representing 10% stake for $35.01 million (INR 2.34 billion) in Jordan Phosphate Mines Company Limited.
- The deal would ensure phosphatic reserve security to Indian farmers and help achieve balanced use of fertilisers in the country.
One year on, Reconstructing with RERA
Real estate sector in India is the second largest employer after agriculture and is a significant contributor to the GDP of the country. It is also one of the key thrust areas for policy making and the recent developments like PMAY, RERA, GST and opening up of the FDI policy should make it one of the fastest growing sectors going forward.
Traditionally, the sector has been fraught with issues of project delivery, lack of regulation & opacity. The financial crisis of the last decade has resulted in sticky inventory and working capital issues, slowing down the growth. Thus, the introduction of the Real Estate (Regulation & Development) Act, 2016 (RERA) was well timed to give the industry a much-needed overhaul. The primary objective of RERA is to bring financial discipline, transparency, accountability and customer centricity into the industry.
RERA has been enacted by the parliament, however since the development business is driven by local laws, the responsibility for framing rules and setting up of RERA Authorities is intended to be state-specific. This has resulted in fragmented implementation across the country. While some states have not notified their respective state rules, many others have missed the deadlines for setting up an online portal for registration and appointment of regulators. At the same time, some states have diluted the rules from the framework provided by the Center.
It has now been a year since RERA became enforceable in India.
Despite the teething issues, the Act is bringing about a systemic change in the way businesses are run and perceived. With increased availability of information & robust grievance redressal mechanisms, builders are being forced to re-look at the way they conduct their businesses. They are working towards completing stalled projects and are more careful in representations that they make at the time of sale. The ring fencing of project funds & increased requirement of compliance is resulting in industry consolidation with the smaller, unorganised players exiting the scene.
The overall impact of all these efforts is improved buyer sentiment & renewed investor confidence.
While the impetus so far, has been on project registration, the Act is envisaged to do much more. The overall intention is to create the groundwork towards a single window system for approvals, grading of projects, promoting standardisation in construction materials and technique & digitisation of land records, amongst others.
It is still some time before nationwide compliance is achieved, but signs that post-RERA procedures are becoming the new norm are already visible. The result of the cumulative changes undertaken by developers and other stakeholders in the industry, seems to indicate that the initial goals set out by the Act are on the way of being achieved.
Investments in and out of the real estate sector
Opportunities | Avenues | Portent challenges while making such deals
In the past year, the Indian economy witnessed immense depth, flexibility and confidence. The real estate industry itself went through some major reforms to cleanse the system clubbed with multiple regulatory changes such as Demonetisation, GST, RERA and the amendment to the Benami Transactions (Prohibition) Act 1988. With the advent of RERA, transparency got infused into the system which brought the trust & customer back in the market. Furthermore, though the market faced a short term slow down due to unavailability of funds but in the longer run it has paved the way for reduced inflation in price, better home ownership appetite with increased transparency and capital inflows in the realty sector. Subsequently with the GST coming in, there was a positive impact that was seen in the industry as the taxation and compliance got simplified. These reforms, in long run are poised to bring about consolidation, transparency and financial discipline amongst all participants in the industry.
Over the years, the real estate industry in India has been a highly fragmented and localised business. With the consolidation happening in the industry, it will be driven by the following factors: increased upfront capital requirement, shift of consumer preference to branded players and access to formal lending. As an aftermath of demonetisation the developers are now compelled to have cleaner balance sheets so that they can avail funding from legitimate sources. This is an opportunity for the NBFC segment to provide funding to these developers at an optimal cost and help them construct, deliver & distribute. Hence, funding from NBFCs is gradually becoming the primary source of capital for developers and will only continue to grow at fast pace as the opportunities in real estate are plenty. Therefore, being bullish & aggressive to increase exposure into real estate and further expand the scope of investments beyond residential projects (even leaving behind banks and private equity (PE) funds) would be a decisive call. Though anticipated, these structural changes have caused commercial banks and NBFCs to be more informed in lending to this sector which has further cash trapped the developers. However, developers today largely rely on banks/ NBFCs as well as customer receipts for their capital needs.
I truly believe in what Sun-Tzu said, that ‘In the midst of chaos, there is also opportunity.’ NBFCs like ours that specialise in Real Estate lending have found a sweet spot as we are willing to underwrite calculated risks. By financing the last-mile projects and refinancing the advanced projects, we intend to keep the risks significantly low. Furthermore, risks are getting mitigated as financers are also transacting with larger, established developers and lending to both greenfield/ brownfield projects with approvals. With a mind-set focused on rigorous underwriting to avoid any un-systemic risks and/ or policy ambiguity, for constant monitoring and support to the developer partner and taking swift actions against defaulters, we are marching ahead and building our portfolio. We believe this construct will help separate wheat from the chaff.