Business Consulting
SPNX Consulting is a leading Consulting firm with service offerings ERP Implementation, Business Establishment & Valuation,
Cybersecurity, Business Continuity Management, and Data Privacy.
Practice Leader
- Nakul Gupta
- nakulgupta@spcnc.com
Nakul is a Technology and Consulting expert with 13+ years experience. He is a Partner leading the technology outsourcing & consulting practice at SPC Group having experience of more than a decade across financial technology firms (PayPal, Coinbase) and management consulting (BCG, PwC, EY). He has been an advisor to 10 of the top Fortune 500 global companies as well as large domestic banks & corporates, leading engagements across growth strategy, internal audit, risk and technology consulting
DUE DILLIGENCE & VALUATION
SEVICES OFFERED - OVERVIEW
We cater to the full spectrum of purposes for which valuation is required under legal and regulatory provisions. Our multidisciplinary expertise accentuated by an adept board of advisors across various industry segments has brought clarity to complex valuation situations and successfully provided reports which may be used for litigation or to support expert witnesses. We are at the leading edge of valuation services nationwide and provide comprehensive insight into business/asset valuation.
What is Valuation?
Valuation is the analytical process of determining the approximate value/worth of an asset, investment, or firm. Valuation is a quantitative process that requires concrete financial data as well as subjective value inputs/assumptions.
3 key points to remember:
- Informed Subjectivity
- Price is different from value
- Deal is made at a Negotiated Price
What Creates Value?
Investors assign value based on the cash flows they expect to receive in the future
- Dividends/distributions
- Sale or liquidation proceeds
Value of a cash flow stream is a function of-
- Timing of cash receipts
- Risk associated with the cash flow
IBBI Registered Valuers
CAT 1 Merchant Banker
SPNX Consulting EDGE AND DELIVERABLES
Today’s most innovative are seeking to unlock greater value from existing assets and ongoing capital expenditures Es as well as new acquisitions, investments, and complex corporate arrangements. At the same time, regulators are demanding greater transparency through fair value reporting, putting more emphasis on the importance of valuation and value analysis.
The SPNX Consulting Edge
Throughout our proposal you will note several commitments, which make SPNX Consulting the right team for this engagement. These include:
Known and trusted advisors – We represent a market leading Valuation& Business modelling team of over 1,000 people in 60 countries, with extensive experience in valuations, and we are able to ensure credibility and technical rigor of the highest calibre on all of our assignments.
Integrated business – We provide a broad and seamless service to our clients combining our Valuation & Business modelling team with other sector specialists from our Infrastructure Advisory, Tax, M&A and Transaction Support teams, as appropriate.
Proven track record – We have an extensive experience in performing valuations and business modelling in various industries and valuations for litigation purposes, as demonstrated by our Credentials set out in Appendix A of this proposal accordingly.
A pragmatic yet rigorous approach – Our approach is pragmatic and ‘no nonsense’ geared towards focusing early on the most important and material aspects of the business.
Global reach with local experience – Our global team has access to dedicated specialists worldwide, providing a wealth of local knowledge and insights around the world.
Deliverables
The Valuation Advisory Report will contain the following indicative sections:
- 1. Executive Summary;
- 2. Scope of the Engagement;
- 3. Sources of data and limitations;
- 4. Analysis of the key valuation assumptions;
- i Market/Industry assumptions;
- ii Operating assumptions;
- iii Valuation assumptions.
- 5. Valuation results & sensitivity analysis;
- 6. Appendices
Prior to finalizing our Valuation Advisory Report, we will require an appropriate written representation letter by the Management, assuming full responsibility of the accuracy and completeness of the information provided to us.
Service Statistics
OUR SERVICES
Our valuation practitioners can perform valuations of business interests, tangible assets, intellectual property, intangible assets, common and preferred stock and other securities, partnership interests, employee stock option plans (ESOPs), private debt instruments, options, warrants, and Other derivative products. These services are provided to assist clients with mergers, acquisitions and dispositions; taxation planning and compliance; financial Reporting; bankruptcy and reorganization; litigation and dispute resolution; and strategic planning
Asset valuation
- Land & Building valuation
- Plant & Machinery valuation
- Furniture & Fixtures valuation
- Real Estate valuation
- Special assets valuation
Compliance valuation
- IND AS fair valuations
- FEMA Valuations
- SEBI valuations(Listed)
- Income Tax valuations
- Companies Act Valuations(Unlisted)
Business valuation
- Valuation of business interests
- Tangible Assets Valuation
- Intangible assets valuation, including purchase price allocation
- Fairness opinions Impairment Test
- Share-based Payment Valuation
Insolvency valuation
- Fair valuation
- Liquidation Valuation
- Realizable Valuation
- Inspection Reports
- TEV Study
INDIA ENTRY STRATEGY & BUSINESS PLAN
Under Indian law, foreign investors are able to establish wholly owned subsidiary companies (WoS) in the form of private limited companies if they operate in sectors that permit 100 percent foreign direct investment (FDI). The incorporated entity formed and registered under the Companies Act, 2013 is a distinct legal entity, apart from its shareholders. The liability of the Parent company is limited to the extent of its shareholding in the WOS. The assets of the foreign company are not subject to any attachments. Establishing a private limited company can be a lengthy and complicated process involving multiple steps.
FIRST
A minimum of two directors (at least one must be a resident in India) must be appointed and registered through India’s e-fling system for director Identification numbers (DIN). Minimum requirements for the establishment of a private limited company include the existence of two directors, two shareholders (who may be the same person as the directors), and a minimum share capital of EUR 1,200 (INR 100,000)
SECOND
A suitable name must be selected that indicates the main objectives of the company and submitted with the roc along with a brief description of the business’s proposed functions to verify both the name’s appropriateness and availability. upon successful name registration, the applicant company has 60 days to file its Memorandum of Association (MoA) and Articles of Association (AoA), and proceed with formal incorporation flings. Both the MoA and AoA must be stamped with the appropriate duty after the needed ROC fees and stamp duty have been paid, and both forms signed by at least two subscribers with a witness.
An Integrated single incorporation form is required to be filed with the Ministry of Corporate Affairs for establishing a WoS. Upon successful submission of the above documents, the ROC will issue a certificate of Incorporation and a Corporate Identification Number (CIN).
The entire process generally takes 7 to 8 weeks to complete, and private limited companies are permitted to commence business immediately following their successful incorporation.
APPLICABLE TAXES
Income tax in India is governed by the Income Tax Act, 1961. In cases where the total turnover or gross receipts for the previous financial year 2018-19 do not surpass Rs. 400 crores, the applicable tax rate stands at 25%. A surcharge of 7% is levied for income falling within the 1 to 10 crores bracket. Additionally, a Health & Education cess of 4% applies. In accordance with Minimum Alternate Tax (MAT) regulations, the tax payable cannot fall below 15% (plus Health & Education cess) of the “Book profit” calculated as per section 115JB.
Withholding tax applies to payments taxable in India made to non-residents, requiring both residents and non-residents to comply. Specific payments to residents also trigger withholding tax obligations. Non-compliance may lead to tax, interest, and penalties.
GST is levied at the following rates nil, 5%, 12%, 18% and 28% depending on the rate schedule applicable to the supply in question. Under the GST regime the “supply” of goods, or services, or both, is treated as the taxable event, with different taxes applying to inter-state supply and intra-state supply.
Customs duty is a duty that is levied on goods that are imported into India and exported from India. The Customs Act, 1962 provides for the levy and collection of duty on imports and exports, import / export procedures, prohibitions on importation and exportation of goods, penalties, offences, etc. The rates at which customs duty is levied are specified in the Customs Tariff Act, 1975.
Professional tax is a state-imposed levy on income earned by individuals engaged in professions, trades, or employment. It is applicable in many Indian states, with rates varying based on income slabs. Employers deduct this tax from employees’ salaries and remit it to the respective state government.
A number of specific anti-avoidance rules apply to particular scenarios or arrangements. This includes elaborate transfer pricing regulations which tax related party transactions on an arm’s length basis. India has also introduced wide general anti avoidance rules (“GAAR”) which provide broad powers to the tax authorities to deny a tax benefit in the context of ‘impermissible avoidance arrangements.
CLOUD COST OPTIMIZATION & SECURITY
We provide comprehensive assessment reports and recommendations to our clients.
Security architecture review in network design
- Configuration analysis
- Network scan
ITGC reviews for applications
- Logical access, change management
- Backup, incident and log management
Software licensing compliance check
- Scripts & automated tools
- Licenses & freeware
Identification of vulnerabilities in OS, DB & network devices
- Scripts & manual scripts
- Configuration audits & Professional tools
Security checks for web & business application
- OWASP threats
- Tools & manual reviews
ITAC reviews for applications
- Analysis & review of the automated controls within an applications
In implementing the cloud cost optimization strategies, a paramount consideration was the smooth and uninterrupted functioning of the production systems. The approach was meticulously planned to avoid any service disruption while achieving cost efficiencies.
Robust Backup and Rollback Strategies
- Ensuring robust backup mechanisms were in place before making changes. This provided a safety net to restore the system to its previous state if required.
- Preparing rollback plans for every change to quickly revert to the original configuration if any disruption was detected.
Incremental Changes in RDS & Storage Systems
- For RDS MySQL optimizations, the changes done allowed for monitoring the impact of each change and ensuring system stability.
- Storage optimizations, particularly in S3 and EBS, were executed with a focus on data integrity and accessibility.
Close Collaboration with Stakeholders
- Regularly updating and involving key stakeholders, including system administrators and business teams, to ensure alignment with operational requirements and risk management protocols.
Continuous Performance Benchmarking
- Continuously benchmarking the system’s performance post-optimization against the established performance metrics to ensure that the optimizations have not introduced any regressions.
POST MERGER INTEGRATION
fIVE APPROACHES FOR IT INTEGRATION
Loosely Coupled
Remain separate and fragmented; modify reporting for consolidated purposes. This approach is appropriate when companies are independent entities within a larger conglomerate, and most viable when there is extreme time pressure.
Select One
Select one of many IT Setups that is most aligned with combined business strategy. This approach works best if there is significant discrepancy in sizes. It is the fastest method for reducing costs. The architecture direction defaults to Company X as a day-one solution.
Best of Breed
Chose the best of available setups with an eye on architectural direction. This is the best approach in a large-scale “merger of equals” or with entities with different business models across the combined organization. It can be time consuming but functional.
Replace All
Phase out “legacy” systems and setups. This approach works best when point-specific solutions are poor in both companies and new software is easily integrated. It can be time-consuming in selection and implementation.
OUTSOURCE
Spin out systems issues to third party that is aligned with architectural direction. This approach is advantageous in mergers where there are large size discrepancies, repeated acquisitions and poor internal IT skills.
Value Categories in IT Integration
Application
- Rationalize applications & Projects
- Integrate enterprise resource planning system
- Reduce Maintenance Contract Duplication
Saving: 15% – 30%
Technology
- Consolidate Data Centers
- Rationalize Maintenance Agreements
- Retire Hardwares
Saving: 10% – 20%
IT Organization
- Reduce Duplicate Workers & Roles
- Rationalize Development & Support Resources
- Outline Key Skills and Competencies
Saving: 15% – 25%
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