My project

CHAPTER 1

1.1 INTRODUCTION

The world IPO is very much often used in the issues of shares by the companies when
they want to go for public for the huge amount of investment into the purpose of the
company for achieving the desired objectives.

If a brand new company or a company already in existence, but with no shares listed on
the stock exchange, decides to invite the public to buy its shares, it is called an Initial
Public Offering or an IPO. If a company that is already listed means its shares are
available for buying and selling on the stock exchange is coming out with a fresh lot of
shares, it is called the new issue.

The regulator SEBI has evolved an IPO code in the form of the SEBI guidelines. SEBI
has also brought in several structural improvements in the way the public offers are made
in the primary market.

1.1.1 WHAT IS AN IPO?

1.1.2 Selling Share

An initial public offering (IPO) is the first sale of share by a company to the public. A
company can raise money by issuing shares either debt or equity if the company has
never issued equity to the public, it's known as an IPO.

Companies fall into two broad categories: private and public.

A privately held company has fewer shareholders and its owners don't have to disclose
much information about the company. Anybody can go out and incorporate a company:
just put in some money, file the right legal documents and follow the reporting rules of
your jurisdiction. Most small businesses are privately held. But large companies can be
private too. For example: IKEA, Domino‘s pizza and Hallmark Cards are all privately
held.

It usually isn't possible to buy shares in a private company. You can approach the owners
about investing but they're not obligated to sell you anything.

1

Public companies, on the other hand, have sold at least a portion of themselves to the
public and trade on a stock exchange. This is why doing an IPO is also referred to as
"going public."

Public companies have thousands of shareholders and are subject to strict rules and
regulations. They must have a board of directors and they must report financial
information every quarter. In INDIA public companies report to the Securities and
Exchange Board of India (SEBI). In other countries, public companies are overseen by
governing bodies similar to the SEBI.

For example: In united state country public companies report to the securities and
exchange commission (SEC) From an investor's point of view the most exciting thing
about a public company is that the share is traded in the open market, like any other
commodity. If you have the cash, you can invest.

1.1.3 Why Go Public?

It is the first time the company is approaching the public for money, it is also
referred to as 'going public'.Going public raises cash, and usually a lot of it. Being
publicly opens many financial doors:

Because of the increased scrutiny, public companies can usually get better rates
when they issue share.
As long as there is market demand, a public company can always issue more
share. Thus, mergers and acquisitions are easier to do because share can be issued
as part of the deal.
Trading in the open markets means liquidity. This makes it possible to implement
things like employee shares ownership plans, which help to attract top talent.

Being on a major stock exchange carries a considerable amount of prestige. In the past,
only private companies with strong fundamentals could qualify for an IPO and it wasn't
Easy to get listed.
The internet boom changed all this. Firms no longer needed strong financials and a solid
history to go public. Instead, IPO‘s were done by smaller startups seeking to expand their
businesses. There's nothing wrong with wanting to expand, but most of these firms had
never made a profit and didn't plan on being profitable any time soon. Founded on
venture capital funding, they spent like Texans trying to generate enough excitement to
make it to the market before burning through all their cash. In cases like this, companies
might be suspected of doing an IPO just to make the founders rich.

2

This is known as an exit strategy, implying that there's no desire to stick around and
create value for shareholders. The IPO then becomes the end of the road rather than the
beginning.

1.1.4 Significance of an IPO

As the facts mentioned in the above paragraph bring us to the discussion on whether the
IPO decision is purely market driven or not. Before we discuss the determinants of the
IPO decision, it is imperative to understand the significance of an IPO and what it does to
the company.

Every company when it is unlisted offers an ownership or equity opportunity to an
outside investor which, for the purpose of discussion, has been termed as the ―private
window‖. The private window also does not provide any price validation for the
company‘s unlisted stock, which has to be derived from time to time through complex
valuation methodologies.

When a company makes an IPO, what it actually creates is second ownership opportunity
that can be termed as ‗market window‘, unlike the private window, provides any time
entry and exit facility to investors from the company‘s equity capital. Therefore, it is
meant either for the retail investors who would wish to have instant liquidity for their
investments or for speculators who intend to make profits through regular trading in the
company‘s stock. Being a continuous evaluation mechanism, the market window is
market driven- it can be overheated at times or be completely indifferent to the
company‘s fundamentals. During times of frenetic market activity, the market window
may over value a company‘s share while in dull phases; the market price can be
extremely low. Due to this phenomenon, though empirically speaking, the market price
tends to conform to the trends in the intrinsic worth of a share in the long term, at any
given point of time, it represents the instant entry or exit price for an investor.

A strategic investor would be prepared to pay an entry premium for the company‘s share,
which may result in the company‘s share being valued at much more than its current
market price. The premium that a strategic investor would want to pay is arrived at based
on long-term considerations that have more of a business perspective than a pure
financial perspective.

Lastly, financial investors may just want the company to make an IPO and open up the
market window which can be used by them from time to time to make gradual sale of
their holdings at the best available market prices.

3

1.2 SEBI Guidelines for IPOs

1. IPOs of small companies

Public issue of less than five crores has to be through OTCEL and separate
guidelines apply for floating and listing of these issues.

2. Size of the public Issue

Issue of shares to general public cannot be less than 25% of the total issue, incase
of information technology, media and telecommunication sectors this stipulation is
reduced subject to the conditions that:
Offer to the public is not less than 10% of the securities issued.
A minimum number of 20 lakh securities is offered to the public.
Size of the net offer to the public is not less than Rs. 30 cores.

3. Promoter Contribution

Promoters should bring in their contribution including premium fully
before the issue.
Minimum promoters contribution is 20-25% of the public issue.
Minimum lock in period for firm allotments is three years.

4. Collection centers for receiving applications

There should be at least 30 mandatory collection centers, which should
include invariably the places where stock exchanges have been
established.
For issues not exceeding Rs. 10 crores, the collection centres shall be
situated at:-
The four metropolitan centres viz. Bombay, delhi, Calcutta, madras; and at
all such centes where stock exchanges are located in the region in which
the registered office of the company is situated.

4

5. Regarding allotment of shares

Net offer to the general public hast to be at least 25% of the total issue
size for listing on a stock exchange.
It is mandatory for a company to get its shares listed at the regional stock
exchange where the registered office of the issuer is located.
In an issue of more than Rs.25 crores the issuer is allowed to place the
whole issue by book-building.
Minimum of 50% of the net offer to the public has to be reserved for
investors applying for less than 1000 shares.
There should be atleast 5 investors for every 1 lakh of equity offered (not
applicable to infrastructure company)
Quoting of permanent account number or GIR no. in application for
allotment of securities is compulsory where monetary value of
investment is Rs. 50.000/- or above.
Indian development financial institution and mutual fund can be allotted
securities upto 75% of the Issue amount.
A venture capital fund shall not be entitled to get its securities listed on
any stock exchange till the expiry of 3 year from the date of issuance of
securtities.

6. Time frames for the Issue and post- Issue formalities

The minimum period for which a public issue has to be kept open is 3
working days and the maximum for which it can be kept open is 10
working days.
The minimum period for a rights issue is 15 working days and the
maximum is 60 working days.
A public issue is effected if the issue is able to procure 90% of the total
issue size within 60 days from the date of earliest closure of the public
issue.
In case of over subscription the company may have the right to retain the
excess application money and allot shares more than the proposed issue,
whichis referred to as the green-shoe option.
A rights issue has to procure 90% subscription in 60 days of the opening
of the issue.
Allotment has to be made within 30 days of the closure of the public
issue and 42 days in case of a rights issue.
All the listing formalities for a public issue has to be completed within 70
days from the date of closure of the subscription list.

5

7. Dispatch of refund orders
Refund orders have to be dispatched within 30 days of the closure of the
public issue.
Refunds of excess application money that for un – allotted shares have to
be made within 30 days of the closure of the public issue.

8. Restrictions on other allotments
Firm allotments to mutual funds, FIIs and employees not subject to any
lock-in period.

Within twelve months of the public/rights issue no bonus issue should be
made.
Maximum percentage of shares, which can be distributed to employees
cannot be more than 5% and maximum shares to be allotted to each
employee cannot be more than 200.

9. Relaxations to public issues by infrastructure companies.

These relaxations would be applicable to infrastructure companies as defined
under section 10 (23G) of the income Tax Act, 1961, provide projects are
appraised by any developmental financial institution (DFI) or IDFC or IL&FS.
The projects must also have a participation of at least 5% of the project cost.

The infrastructure companies will be exempted from the requirement of
making a minimum public offer of 25 per cent of its securities.

The requirement of 5 shareholders per Rs. 1 lakh of offer is also waived
in case of offerings by infrastructure companies

For public issues by infrastructure companies, minimum subscription of
90% would no longer be mandatory provided disclosure is made about
the alternate source of funding which the company has considered, in the
event of under subscription in the public issue.

6

Infrastructure companies are permitted to freely price the offerings in the
domestic market provided that the promoter companies along with
Equipment Suppliers and other strategic investors subscribe to 50% of the
equity at the same or a higher price than what is being offered to the
public.

Adequate disclosures about the justification for the pricing will be
required to be made in the offer documents.
The Infrastructure Companies would be allowed to keep their issues open
for 21 days. The relaxation would give infrastructure companies
sufficient time to mobilise funds for their issues.

Infrastructure Companies would not be required to create and maintain a
Debenture Redemption Reserve (DRR) in case of Debenture Issues.

7

1.3 Objectives

To understand the procedure to be followed in issue of securities for public
subscription..

To provide them the guidelines which are to be followed by companies in an IPO?

To know the key terms and various stages in an IPO process.

About the various parties involved along with the company for making an IPO.

To look into the aspects of different companies which have come for an IPO
recently along with their respective strengths and weaknesses.

To know how the shares are valued and the different methods of pricing them in
an IPO.

To know the various parties involved in an IPO and their respective formalities to
be completed.

To know the factors which can lead to success or failure of an IPO?

8

1.4 Scope of the study

In initial public offering (IPO), the companies have to look into the various aspects
like what guidelines it has to follow, the procedure for coming to public issue of
shares for the proposed objective. So the company has to fulfill various formalities
and regulations specified by the controller SEBI before coming to an IPO. Scope of
this project is limited to the guidelines and procedures for coming to an IPO along
with the factors which leads to the success or failure of an IPO of different
companies. And the scope is limited to mentioned companies which recently came for
an IPO and their strengths and weaknesses for succeeding in an IPO.

1.4.1 Implications

It can be a source of finance if it is meant to finance a specified use.
It creates a new ownership opportunity called the market window and a class of
investors called the ‗retail investors‘.
It can be liquidity event since it creates an exit route for the existing and future
investors of company
It creates market capitalization for the company, which is the aggregate value of
all its issued shares as multiplied by the current market price.
Being listed can open up the gates for hostile takeover attempts on the company
It makes future acquisition of stakes in the company by the promoters quite
expensive and cumbersome.
It brings with it additional costs of regulatory compliance, certain restrictions on
future capital transactions and cumbersome procedures.

From the above implications, it is quite evident that an IPO can act as a double edged
sword. So in good times it enhances share holder wealth but in difficult times, listed
status can become a hindrance.

9

1.5Methodology

The research is exploratory research. The data is collected from various sources like
Internet, Magazines, and personals.

Data collection primary sources- surveys to various broking firms and analysis on the
same study through investors.

Secondary sources- study form books analysis of IPOs of various sectors search from
various investor sites.

10

CHAPTER 2

Industry Introduction

Dimensions in an IPO

The financial dimension

The next dimension of the IPO decision is a financial one. In capita intensive industries
and large industries such as heavy engineering, automobiles, infrastructure and some
other industries the business model is so large that going public could become inevitable
in order to maintain balance in the capital structure. They would require IPO and some
multiple rounds of offers after IPO to keep financing their growth and consolidation.
Therefore, in such cases, IPO and public offers are more of financing decisions than
strategic. The same is true of certain start-up businesses that need to look at an IPO more
as a source of finance than as a strategic move.

The second financial aspect relating to the IPO decision is to evaluate if unlocking value
through an IPO is the need of the hour or whether other options are available. Strategic
sale of equity happens through the private window that realizes better value for the
company than an IPO since private investors offer valuations significantly higher than
what the company gets from an IPO.

The third aspect of the financial decision is to evaluate how much capital is proposed to
be raised through the IPO and its deployment. Generally, IPO‘s that have well laid out
investment plans sell better than those that do not have convincing application for the
funds. Investors need to be shown an investment avenue in the company that can generate
the expected return on their funds. Sometimes, the require of funds for the company
could be too large to be raised through an IPO without causing too much dilution of
promoters stakes. At such times, the company has to formulate an ideal issue structure in
consultation with the merchant banker and prune down the size of the issue if necessary.

11

The Merchant Banking Dimension

IPO is also driven by merchant banking considerations. Merchant bankers take a call on
the IPO proposal based on the business plan and financial position of the company,
expected future performance, prevailing conditions in the primary market, expected issue
pricing, size of the offer and post issue capital structure. The key drivers for the merchant
banker are the market conditions, own placement strength and the main selling points in
the issue. On the other hand, if the promoters are bringing in additional contribution in
the issue at the same issue price, it adds to the marketability of the issue.

Usually in strong market conditions, merchant bankers tend to be aggressive and push
companies to go public. The logic put forward in such times is that when there is money
for the taking at good pricing, issuers go ahead and make use of best opportunity even if
they have no use of for the funds right away. In depressed markets, it would be difficult
for a company to plan an IPO and get a good pricing and response for the issue. It would
even difficult in such a market to find a merchant banker who would be confident of
selling the issue comfortably.

Therefore, most companies would defer their IPO plans even if they have matured
enough and have a requirement for funds.

To summarize and conclude the decision of IPO the following points are prominent.

Timing is an important criterion in the IPO decision.

The IPO decision should be taken considering the strategic, financial and
merchant banking considerations.

For certain projects and business, going public is an imperative. In such cases, the
IPO should be structured to deliver the best results.

12

Important Aspects of an IPO

It has been evident that an IPO can be made for listing a company either by a public
issue, i.e. an offer of fresh shares to the public or through an offer for sale by the existing
share holders of the company to the public. Before going to the various aspects of the
IPO in particular, it is important to know the some key terms that are used in merchant
banking parlance and their definitions.

Key Concepts:

IPO- Initial Public Offer is the first public issue of fresh equity or convertibles by a
company due to which its share gets listed on the stock exchange.

Public Issue - An invitation by a company to public to subscribe to the securities offered
through a prospectus.

Offer for sale- An offer of securities by the existing share holders to the public for
subscription.

Rights Issue - An issue of capital under sub-section (1) of sec 81 of the companies Act,
1956 to be offered to the existing shareholders of the company through a letter of offer.

Preferential Allotment- An issue of capital made by a body corporate in pursuance of a
resolution passed under sub-sec (1A) of sec 81 of the companies Act, 1956.

Private Placement- An offer made to select private investors known to the issuer
through a private arrangement to the exclusion of the general public.

13

Lock-in- A specified time period during which shares are cannot be sold, transferred and
pledged in any way.

QIBs- Qualified Institutional Buyers shall mean public financial institutions as defined
under sec 4A of companies Act, scheduled commercial banks, mutual funds, foreign
institutional investors registered with SEBI, venture capital funds and insurance
companies registered with SEBI, provident funds and pension funds with a minimum
corpus of Rs. 25 crore and state industrial development corps.

Role of Merchant banker in Issue Management

Merchant banking is a combination of banking and consultancy services. It provides
consultancy, to its clients, for financial, marketing, managerial and legal.

What is Merchant Bank?

A Merchant Bank deals with the commercial banking needs of international finance, long
term company loans, and stock underwriting. A merchant bank does not have retail
offices where one can go and open a savings or checking account. A merchant bank is
sometimes said to be a wholesale bank, or in the business of wholesale banking. This is
because merchant banks tend to deal primarily with other merchant banks and other large
financial institutions.

The most familiar role of the merchant bank is stock underwriting. A large company that
wishes to raise money from investors through the stock market can hire a merchant bank
to implement and underwrite the process. The merchant bank determines the number of
stocks to be issued, the price at which the stock will be issued, and the timing of the
release of this new stock. The merchant bank files all the paperwork required with the
various market authorities, and is also frequently responsible for marketing the new
stock, though this may be a joint effort with the company and managed by the merchant
bank. For really large stock offerings, several merchant banks may work together, with
one being the lead underwriter.

14

Role of Merchant Bank in IPO

When a company wants to raise funds through initial public offering (IPO) it appoints an
investment bank for underwriting the issue. An Investment bank is also called as
merchant bank. There is no regulatory restriction to use the services of a merchant bank
for IPO. Since in an IPO a company participates for the first time, it doesn‘t have
complete understanding of the rules and documentation, required to be submitted, to get a
clearance from the regulator.

Famous merchant bankers world over are Goldman Sachs, Credit Suisse and Morgan
Stanley. Banks like Deutsche, Citi, UBS etc have investment banking wings.
Underwriters assess and analyze firm‘s current performance, firm‘s future earnings
potential, industry scenario, competition in the same sector, current local and global
market situations etc. to decide the issue price/price band. They also work on the
activities like completion of the mandatory documentation as required by the regulatory
body. Underwriters charge a fee for this activity, which is generally a percentage of the
issue size.

If the issue size is very large a syndicate of merchant banks takes up the task of
underwriting the issue. However one merchant bank leads the other.

Typical expenses Related to the IPO
The major expenses of an initial public offering are the investment banker‘s fees, legal
fees, accounting fees and printing costs. In addition, there are registration and state filing
fees.

The investment banker‘s gross underwriting commission, or ―gross spread,‖ for an initial
public offering is typically 7% of the public offering price depending primarily upon the
size of the offering. Final terms are determined at the time of pricing and will be the
result of discussions with management concerning, among other things, underwriting
discounts for recent offerings that are similar in size, by similar companies. Any variation
within the suggested range will ultimately be based on the size and price of the offering,
and the degree of difficulty encountered in marketing the issue.

Approximately 50% to 60% of the gross spread is paid to the brokers who actually sell
the shares, 20% to 25% is paid to the investment banking firm itself and the balance is
paid to the syndicate for expenses, as well as compensation for sharing in the
underwriting risk.

15

The following additional fees are typical for an initial public offering:

Legal fees:

Legal fees will vary considerably depending upon the circumstances surrounding each
situation. Legal services generally include corporate ―housekeeping‖ work related to the
offering, the preparation and clearance of the registration statement, negotiation of the
underwriting agreement and the preparation of closing documents.

In addition, the company will pay a fee for the legal work in connection with state-by-
state ―Blue Sky‖ filings and clearances.

Accounting fees:

Accounting fees will vary widely with the size of the company and the complexity of its
operations. Fees may be somewhat lower if the auditors have conducted regular audits for
the past few years and have just completed the company‘s annual audit. They tend to be
significantly higher if no prior audits have been conducted and new accountants are
engaged at the time of the offering.

The accountants‘ fees include their preparation of the financial statements, their services
in helping to respond to SEBI staff accounting comments, and their preparation and
delivery of the ―cold comfort‖ letter to the underwriters, which assures that information
in the registration statement and prospectus is correct and that no material changes have
occurred since its preparation.

Printing expenses:

The registration statement and prospectus account for the largest portion of the printing
expenses. Expenses are significantly impacted by the length of the prospectus, the
number of proofs and corrections made, and the number of prospectuses printed.
Expenses will also be somewhat higher if color photographs are used in the prospectus.

Registrar and transfer agent fees:

These are fixed fees, depending on the number of certificates issued and the number of
certificates transferred. In addition, there will be incremental ongoing expenses in the
legal, accounting and investor communications areas as a result of being a public
company.

16

The advantages and disadvantages of going public

To owners of private businesses, the decision to go public is one of the most important
they will make in the life of their company. In making the decision, the principals should
rely upon their own judgment and that of their advisors as they weigh the advantages,
disadvantages and alternatives before proceeding.

The following is a general overview of the advantages and disadvantages that are
associated with becoming a public company

Advantages

Capital:

The most Important benefit of going public is the increased access to capital, as well as
the relatively favorable financing terms afforded by the public market. A public offering
is an excellent way to accommodate growth by providing equity capital for increased
inventories, receivables, facilities, equipment and long-term capital expenditures.

When a company goes public, financing is no longer limited to the profits generated from
operations and bank borrowings. Even the most successful businesses are hard-pressed to
stretch retained earnings and bank loans far enough to finance ongoing expansion or a
major new investment.

In summary, going public can give a company the funds it needs to invest in acquisitions,
expansion and facilities, without depleting the owner‘s capital or the company‘s store of
ready cash used for daily operational expenses. Equally important to a firm with high
growth prospects is the ability to secure the financial stability and balance sheet that will
provide a defense against well-capitalized competitors and enable the company to
aggressively pursue opportunities.

More capital:

Once an initial offering is completed, and assuming the shares performs well, subsequent
offerings will usually be readily accepted by the market so that additional equity capital
can be raised on very favorable terms.

17

A successful public offering will also increase a company‘s net worth and improve its
debt-to-equity ratio. This, along with the increased disclosure and diligence required of a
public company, will substantially improve the company‘s credibility as a borrower,
making it easier for the company to borrow funds in the future on more favorable terms.

A public company also has significantly more options available to it in terms of
financing. The public debt and convertible securities markets are examples of favorable
alternatives available only to publicly held companies.

A public company can use its own securities to finance acquisitions and expansions, as
long as acquisitions can be made with equity rather than with after-tax profits. As a
general rule, acquires will not accept a minority equity position in a privately held
company in exchange for their business, whereas this is a very common and attractive –
from a tax perspective – alternative with a publicly held company.

Liquidity:

Because it is difficult to place a value on a privately held company or to establish a ready
market for its stock, such companies are often an asset without liquidity. Once a company
goes public, however, its founders and principals have a more effective way of valuing
and marketing that stock.

In all likelihood, the vast majority of the founders‘ and principals‘ net worth is tied up in
the company. A public offering makes it easier for them to diversify their investments or
simply provide capital for diversification or personal use.

Wealth:

In most cases, a public offering will increase the value of a privately held company. The
growth prospects and security of a public company are generally greater than those of a
private firm. This higher value can translate into significant wealth for founders and
principals.

Even if they don‘t realize immediate proceeds by selling a portion of their existing stock
during the initial offering, key individuals can use their publicly traded stock as collateral
to secure borrowings for other investments. This opportunity is rarely, if ever, available
to shareholders in privately held companies.

18

Prestige:

Going public is an important measure of success for many companies and is recognized
as a significant step in corporate growth.

Public offerings increase the company‘s visibility in the community and in financial
circles, and this greater visibility can generate new interest from customers and suppliers,
as well as from financial and business associates. It can be particularly attractive to
companies with high retail customer interaction or firms that can benefit from the
increased publicity.

Carefully managed, this new prestige and higher visibility can be a real and ongoing
asset.

Personnel:

Offering stock as a benefit or as an option for employees, or simply making it available
for their purchase, can be a powerful incentive for attracting and retaining quality
personnel. In general, higher caliber management and employees can be obtained by a
public company that permits the sharing of its financial successes with its
employee/shareholders.

Disadvantages

Preparation:

Going public is not a decision that can be implemented overnight. It can require several
months or more of advance planning.

Few privately held companies are structured to handle the disclosure requirements of
public companies. Before a company is ready to file a public offering with the SEBI,
substantial preparation and legal/accounting work is likely to be required. Written
documentation for major financial transactions and customer arrangements will have to
be supplemented and additional documentation may have to be prepared.

19

Companies with existing bylaws may have to amend to clarify them and those without
bylaws will have to draft them. The minutes of all board meetings will have to be
reviewed to ensure that the record is clear and complete. All contracts and agreements
will have to be scrutinized carefully.

Certain leasing and licensing arrangements with shareholders may have to be terminated
or amended. Similarly, internal agreements between multiple owners, or owners and key
personnel, on voting rights and/or buying and selling rights will have to be forfeited. On
the other hand, the company may also be advised to draft contracts for certain key
personnel to ensure their continued employment and loyalty.

Some companies may also require some restructuring to accommodate the change from a
private company to a public company. The capital structure must accommodate a large
number of shares to be held by the public. In addition, special classes of stock that had
been designed to meet specific financial and estate planning objectives of family
members or principals are generally eliminated. Tax-oriented structures, such as ―S‖
corporations, will also be eliminated, which may or may not have adverse consequences
for existing shareholders.

Accounting procedures and relationships may have to be significantly upgraded to ensure
compliance with statutory reporting deadlines, increased financial statement disclosure
requirements and public comfort.

Although stock-based compensation can be a significant advantage to the company, the
design of a program appropriate to furthering the company‘s objectives can be difficult
and expensive to develop.

Costs:

In addition to the time and effort required to prepare for the filing and offering, a
company must also be prepared to incur the cost of going public.

The principal costs include the underwriter‘s compensation, legal and accounting fees,
printing charges and transfer agent and filing fees. A company expecting to go public
with a high-quality offering should anticipate spending between $400,000 and
$1,000,000, excluding underwriter‘s commissions. The magnitude of these costs usually
makes public offerings grossing less than $25 to $30 million impractical.

20

Furthermore, principals must remember that there is no guarantee the offering will be a
success. With the exception of underwriter‘s compensation, the costs are incurred
regardless of the outcome.

Ongoing expenses:

The cost of going public does not stop with the initial offering. Other costs associated
with being a public company are ongoing.

Management must devote time and money to new areas such as shareholder relations,
public relations, public disclosures, periodic filings with the SEC and reviewing stock
activity. All of this time, and the time of the personnel hired to handle these functions,
would be spent on other management tasks in a privately held company.

There are also various out-of-pocket expenses. Shareholder meetings, annual and
quarterly reports, public relations efforts, and legal, accounting and auditing fees must all
be paid. The total cost of these expenses will vary from company to company.

Disclosure:

In addition to the required disclosure of results of operations and financial condition,
public companies must be prepared to disclose information about the company, the
officers, the directors and certain shareholders. This information might include company
sales and profits by product line, salaries and other compensation of officers and
directors, as well as data about major customers, the company‘s competitive position, any
pending litigation and related party transactions.

By releasing the information, it will become available to competitors, customers,
employees and the general public, and is required in the initial registration statement and
updated annually through annual reports, 10-Ks, proxies and other public disclosure
documents.

Pressure:

Another disadvantage of going public is the internal and external pressures publicly held
company management may feel to maintain earnings and growth patterns. These
pressures are generally tied to the quarterly reports filed with the SEC and delivered to
shareholders.

21

Because shareholders will, therefore, evaluate company progress quarterly rather than
annually, management may be tempted to make short-term decisions at the expense of
long-term profitability. In their efforts to anticipate the stock market and satisfy outside

shareholders, management may begin to lose the operating flexibility it exercised before
going public.

Loss of control:

If a sufficiently large proportion of the company‘s shares are sold to the public, the
principals may be faced with the eventual loss of voting control of the company. The
principals will also be required to maintain a fiduciary responsibility to the outside
shareholders in regards to the decisions they make for the company, regardless of
whether the principals retain a majority of the company‘s stock. This responsibility will
be under constant scrutiny and may limit the flexibility that the privately held company
previously enjoyed.

There are conflicting considerations and risks in any serious business decision and the
decision to go public is no exception.

If the company is of sufficient size and profitability and has competent management, it is
likely that it will benefit substantially from a well-planned public offering

As with any important decision, however, it is essential that the owners and principals of
a private corporation carefully weigh the advantages and disadvantages in light of the
plans and goals they have for themselves and their company. They should consider the
alternatives and actively discuss the matter – much more thoroughly than this document
can review – with their attorneys, accountants, investment bankers and other professional
advisors.

22

IPO Scams

What is the scam?
It involved manipulation of the primary market—read initial public offers (IPOs)—by
financiers and market players by using fictitious or benaami demat accounts.

Harshad Mehta Scam

Who was Harshad Mehta?

Harshad Mehta was an Indian stockbroker and is alleged to have engineered the rise in
the BSE stock exchange in the year 1992.

Harshad shantilal Mehta was born in a Gujarati Jain family of modest means; his early
childhood was spent in Mumbai. Mehta First started working as a dispatch clerk in the
New India Assurance company. Over the years, he got interested in the share or stock
markets and along with brother ashwin. Mehta gradually rose to become a stock/share
broker on the Bombay stock exchange and did very well.

On April 23,1992, journalist sucheta dalal in a column in The Times of India, exposed the
Doubtful ways of harshad mehta . The broker was dipping illegally into the banking
system to finance his buying.

How did it happen?

exploiting several loopholes in the banking system, Harshad and his associates siphoned
of funds from inter-bank transactions and bought shares heavily at a premium across
many segments, triggering a rise in the Sensex. When the scheme was exposed, the banks
started demanding the money back, causing the collapse. He was later charged with 72
criminal offenses and more than 600 civil action suits are filed against him. He died in
2002 with many litigations still pending against him.

Yes Bank Scam
While investigating the Yes Bank scam, Sebi found that certain entities had illegally obtained
IPO shares reserved for retail applicants through thousands of benaami demat accounts.

23

They then transferred the shares to financiers, who sold on the first day of listing, making
windfall gains from the price difference between the IPO price and the listing price

When was the scam detected?

In 2005 when the private 'Yes Bank' launched its initial public offering. Roopalben Panchal,
a resident of Ahmedabad, had allegedly opened several fake demat accounts and
subsequently raised finances on the shares allotted to her through Bharat Overseas Bank
branches.
The Sebi started a broad investigation into IPO allotments after it detected irregularities in the
buying of shares of YES Bank‘s IPO in 2005.

What triggered the Sebi probe?

On October 10 last year, an Income Tax raid on businessman Purushottam Budhwani
accidentally found he was controlling over 5,000 demat accounts. Sebi finds this suspicious.

On December 15, Sebi declared results of its probe, how a few people cornered a large chunk
of YES Bank IPO shares.
On January 11 this year, Sebi discovered huge rigging in the IDFC IPO.
Roopalben Panchal was found to be controlling nearly 15,000 demat accounts.
It was found that once they obtained these shares, the fictitious investors transferred them to
financiers.
The financiers then sold these shares on the first day of listing, reaping huge profits between
the IPO price and the listing price. The Sebi report covered 105 IPOs from 2003-2005.
The Sebi probe covered several IPOs dating back to 2005, 2004 and 2003 to detect misuse.
These included the offerings of Jet Airways, Sasken Communications, Suzlon Energy, Punj
Lloyds, JP Hydro Power, NTPC, PVR Cinema, Shringar Cinema and others. A lot more
dubious accounts across several IPOs are expected to tumble out in the next few days. It also
detected similar irregularities in the IDFC IPO, in which over 8 per cent of the allotment in
the retail segment was cornered by fictitious applicants through multiple demat accounts.

24

Who is Roopalben Panchal?

Roopalben Panchal of IndiaBulls Securities is allegedly the mastermind of the scam. Finance
Ministry officials are expected to act against her soon.

How is this different from Harshad Mehta’s scam?

The securities scam involved price manipulation in the secondary market, read stocks.
Whereas in this case, the manipulation happened in the primary market—even before the
shares (IPOs) entered the stocks market.
This time, fraudsters targeted the primary market to make a quick buck at the expense of the
gullible small investors.
Direct Participants (DPs) used retail applicants‘ shares for reaping benefits in the stock
market.

How big is the scam?
Apart from the YES Bank fraud, Sebi reportedly has definite data about two IPOs where
retail allotments were rigged, but market observers believe the scam is far bigger. The Yes
Bank and IDFC cases are only a tip of an iceberg, say analysts.
The Sebi probe has identified more operators and some market intermediaries involved in the
misuse of the initial allotment process in public offerings dating back to ‘04-05.
The Income-Tax Department in Ahmedabad has found that two major accused, Panchal and
Sugandh Investments, have together made Rs 60.62 crore in 18 months.

25

CHAPTER 3
Company Profile

Established in 2000, Birla Sun Life Insurance Company Limited (BSLI) is a joint venture
between the Aditya Birla Group, a well known and trusted name globally amongst Indian
conglomerates and Sun Life Financial Inc, leading international financial services
organization from Canada. The local knowledge of the Aditya Birla Group combined
with the domain expertise of Sun Life Financial Inc., offers a formidable protection for its
customers' future.

With an experience of over 10 years, BSLI has contributed significantly to the growth
and development of the life insurance industry in India and currently ranks amongst the
top 6 private life insurance companies in the country.

Known for its innovation and creating industry benchmarks, BSLI has several firsts to its
credit. It was the first Indian Insurance Company to introduce "Free Look Period" and the
same was made mandatory by IRDA for all other life insurance companies. Additionally,
BSLI pioneered the launch of Unit Linked Life Insurance plans amongst the private
players in India. To establish credibility and further transparency, BSLI also enjoys the
prestige to be the originator of practice to disclose portfolio on monthly basis. These
category development initiatives have helped BSLI be closer to its policy holder‘s
expectations, which gets further accentuated by the complete bouquet of insurance
products (viz. pure term plan, life stage products, health plan and retirement plan) that the
company offers.

Add to this, the extensive reach through its network of 600 branches and 133,572
empanelled advisors. This impressive combination of domain expertise, product range,
reach and ears on ground, helped BSLI cover more than 2.5 million lives since it
commenced operations and establish a customer base spread across more than 1500
towns and cities in India. To ensure that our customers have an impeccable experience,
BSLI has ensured that it has lowest outstanding claims ratio of 0.00% for FY 2011-12.
Additionally, BSLI has the best Turn Around Time according to LOMA on all claims
Parameters. Such services are well supported by sound financials that the Company has.
The AUM of BSLI stood at 21062 crs as on March 31, 2012, while the company has a
robust capital base of Rs. 2450 crs.

26

Vision
To be a leader and role model in a broad based and integrated financial services business.

Mission
To help people mitigate risks of life, accident, health, and money at all stages and under
all circumstances Enhance the financial future of our customers including enterprises

Values
Integrity
Commitment
Passion
Seamlessness
speed

About Birla Sun Life Insurance
Birla Sun Life Insurance Company Limited (BSLI) is a joint venture between the Aditya
Birla Group, a well known Indian conglomerate and Sun Life Financial Inc, one of the
leading international financial services organizations from Canada. With an experience of
over a decade, BSLI has contributed to the growth and development of the Indian life
insurance industry and currently is one of the leading life insurance companies in the
country. BSLI offers a complete range of offerings comprising of protection solutions,
children's future solutions, wealth with protection, health and wellness as well
as retirement solutions and has an extensive distribution reach over 500 cities through its
network of around 600 branches, over 133,572 empanelled advisors and over 200
partnerships with Corporate Agents, Brokers and Banks. The AUM of Birla Sun Life
Insurance is close to Rs 21,062 crs and it has a robust capital base of over Rs. 2450 crs as
on March 31, 2012. For more information, please visit www.birlasunlife.com

About Aditya Birla Financial Services Group (ABFSG)

About Aditya Birla Group
A US $35 billion corporation, the Aditya Birla Group is in the league of Fortune 500. It
is anchored by an extraordinary force of 133,000 employees, belonging to 42 different
nationalities. The group operates in 36 countries across six continents – truly India's first
multinational corporation.

27

About Aditya Birla Financial Services Group

Aditya Birla Financial Services Group (ABFSG) is a large non bank financial services
player managing AUM of ~USD 17 billion. It has a strong presence across life insurance,
fund management, security based lending, private equity, retail broking, distribution &
wealth management, and general insurance broking businesses. The seven companies
representing Aditya Birla Financial Services Group are Birla Sun Life Insurance
Company Ltd., Birla Sun Life Asset Management Company Ltd., Aditya Birla Finance
Ltd.,
Aditya Birla Capital Advisors Pvt. Ltd., Aditya Birla Money Ltd., Aditya Birla Money
Mart Ltd, and Aditya Birla Insurance Brokers Ltd. In FY 2010-11, ABFSG reported
consolidated revenue from these businesses at Rs. 6296 Cr. (USD 1.25 billion) an trusted
by about 5.5 million customers, ABFSG has a nationwide reach through more than d
earnings before tax at Rs. 472 Cr. Anchored by over 17,500 employees and 1,850 points
of presence and about 200,000 agents / channel partners.

About Sun Life Financial

Sun Life Financial is a leading international financial services organization providing a
diverse range of protection and wealth accumulation products and services to individuals
and corporate customers. Chartered in 1865, Sun Life Financial and its partners today
have operations in key markets worldwide, including Canada, the United States, the
United Kingdom, Ireland, Hong Kong, the Philippines, Japan, Indonesia, India, China
and Bermuda. As of December 31, 2011, the Sun Life Financial group of companies had
Total assets under management of $466 billion.
Sun Life Financial Inc. trades on the Toronto (TSX), New York (NYSE) and Philippine
(PSE) stock exchanges under the ticker symbol SLF.

Management Team:
1. Mr. Jayant Dua (MD & CEO): Mr.Jayant Dua is the Managing Director at Birla
Sun Life Insurance. He is a Chemical Engineer from IIT Delhi and an MBA from
IMI, Delhi. He also holds an Advanced Management Program (AMP) from
Harvard Business School, USA. He has joined Birla Sun Life Insurance in July
2010.

28

2. Mr. Mayank Bathwal (CFO & Head of institutional sales): Mayank Bathwal is the
Chief Financial Officer & Head of Institutional Sales for BSLI.In his role as CFO
he provides effective leadership to the Finance function towards growing the
business of the company and partners the CEO and the leadership team in
managing the affairs of the company.

3. Mr. Amitabh verma (chief operating officer): Amitabh Verma is the Chief
Operating Officer for BSLI. He is responsible for determining the organizational
strategies for Operations and IT and reports to the President and CEO of the
company. He is with BSLI since February1, 2008 Amitabh is an Engineer and
MBA by profession and has over 18 years of experience. He has held senior
leadership positions in the IT and Financial Services Industry. Prior to joining
BSLI, Amitabh was Vice President with AIG (Asia Pacific Life Operations),
Hong Kong.

4. Mr. sashi Krishnan (Chief Investment officer): Sashi Krishnan is the Chief
Investment Officer (CIO) of Birla Sun Life Insurance. He joined the organization
in December 2011 and has a rich experience of 25 years in the Mutual Fund and
Life Insurance industry. Sashi has done his BE (Hons.) in Chemical Engineering
and MSc (Hons.) in Economics from BITS, Pilani. He also has a Diploma in
Management from IGNOU with a specialization in Finance. In addition, he has
also done CAIIB from the Indian Institute of Bankers. He has an extensive
experience in Equity and Debt Markets. Prior to joining BSLI, Sashi was the
Chief Investment Officer at Bajaj Allianz Life Insurance Company where he
managed Assets over Rs 42,000 Cr. Besides leading the Investments team and
being a member of the Investment Committee, he was also involved in product
design and provided sales support. His previous assignments include leadership
roles with DBS Bank (Singapore), DBS Cholamandalam Asset Management Ltd
and Unit Trust of India. Sashi is the Member of the Index Policy Committee of
India Index Services & Products Ltd and, also was the Co Chair of Life Insurance
Committee of the Bombay Chamber of Commerce and Industry.

He has also served as the Member of the Financial Planning Standards Board,
India in 2004-2006

5. Mr. Niall O‘ Hare (chief Actuarial officer): Niall O'Hare is the Chief Actuarial
Officer for Birla Sun Life Insurance (BSLI) and is responsible for all Actuarial
functions within the company. He is a qualified actuary, and a Fellow of the

29

Institute of Actuaries. He has also received his Bachelors degree in Applied
Mathematics from the Queen's University of Belfast. Niall joined Aditya Birla
Financial Services Group (ABFSG) in May 2011, having previously worked in
the UK, most recently for Sun Life Financial (SLF) as Head of Business
Development, where he was responsible for running all UK sales, marketing and
product development functions.

6. Mr. Arun Malkani (Chief Marketing Officer): Arun Malkani is the Chief
Marketing Officer for BSLI responsible for determining and defining the
marketing strategy and initiatives of the company and its offerings, with the
objective of being the target customer's preferred brand and choice among life
insurance companies. Arun joined the company in September 2011.

7. Mr. pramod Krishnamurthy (Head – Information Technology): Pramod
Krishnamurthy is the Chief Technology Officer for BSLI responsible for
providing the crucial Technology edge to enable BSLI to differentiate itself
positively in the marketplace and reports to the CEO of the company. He joined
BSLI team on May, 03 2010.

8. Mr. saurov ghosh (Head- human resources and training): Saurov Ghosh is
Executive Vice President & Head - Human Resources & Training. Saurov is an
enthusiastic, talented and seasoned HR professional. His subject matter expertise,
strong relationship, influencing skills and Business HR approach provides a sound
basis for success in his role as Head Human Resources and Training. Saurov
reports to the CEO & Managing Director. Saurov is with BSLI since January
2008.

9. Mr. Lalit vermani (Head – Compliance, Risk, Legal & Audit): Lalit Vermani is a
Sr. Vice-President at BSLI, heading the Compliance, Risk and Internal Audit
functions for the company.

10. Mr. vikas seth (Head Of Sales – DSF: Vikas Seth is Senior VP & the Head of
Sales – DSF (Direct Sales Force) at Birla Sun Life Insurance (BSLI). He is a
qualified Electronics & Electrical Communication Engineer and has done Masters
Business Administration (Marketing). He joined BSLI in January 2008.

30

Board Of Directors:
1. Mr. Kumar Mangalam Birla
2. Mr. Ajay Srinivasan
3. Mr. Jayant Dua
4. Mr. Bishwanath puranmalka
5. Mr. Dikran Ohannessian
6. Mr. Gian Gupta
7. Dr. Rakesh Jain
8. Mr. Suresh Talwar
9. Mrs. Tarjani Vakil
10. Mr. venkatesh mysore

Management committee:
1. Asset Liability Management Committee
2. Audit Committee
3. Investment Team
4. Risk Managment Committee
5. Policyholders' Protection Committee
6. Finance Committee
7. Share Allotment Committee

31

Chapter 4

A study on IPO’s of Different Companies and Analysis
Study on Reliance power IPO

Company 1

Reliance power IPO

Company overiew: Reliance power limited is part of the reliance ADA group and is
established to develop, construct and operate power projects domestically and
internationally reliance power is currently developing 13 medium and large sized power
projects with a combined planned installed capacity of 24,200 MW, one of the largest
portfolios of power generation assets under development in India.

Anil Ambani- owned Reliance Power Ltd‘s mega initial public offer (IPO) was opened
for subscription on15th January to raise Rs 11,500 crore. The company proposed to issue
26 crore equity shares of Rs. 10 each, including promoters‘ contribution of 3.2 crore
shares allotted at the IPO price. The balance 22.8 crore equity shares constituted the net
issue to the public. The price band for the book building was Rs 405 to Rs 450 for every
fully paid up share of Rs 10 each. The issue was managed by UBS, ABN AMRO,
JPMorgan, Deutsche Bank, Enam Securities, ICICI Securities, JM Financial,and Kotak
Mahindra Capital. Macquarie and SBI Capital Markets are co-managers.This was the
largest IPO ever. The previous largest was that of the real estate developer DLF which
raised Rs 9,187 crore in July 2007

Reliance power Ipo oversubscribed 73 times

As per market expert‘s expectation, Reliance Power Initial Pubic Offering has closed
with 73 times overbooking as against the released shares on January 18 breaking over all
records in the Indian stock history as bourses informed media. According to data
information collected from National Stock Exchange and Bombay Stock Exchange at
here 7 pm on January 18, the concluding day of the IPO, ‗the trading operators have
cumulatively collected all time high 5.

1 million applications from the retail investors for the shares worth Rs. 1,88,000.
Qualified Institutional buyers (QIB) AND high net worth investors (HNI) have also
submitted the record-breaking applications that oversubscribed the allotted quota of both

32

the institutes by 70-80 times and 200 times respectively.

The retail investor‘s quota was subscribed by 15 times.

As per the estimated calculation, Anil Ambani backed Reliance Power Ltd has raised
nearby Rs.7,52,000 crores for its shares worth offered price of Rs.122 crores.

The total collected price has been more than that of the combined market capitalization of
companies listed in Portugal and the Czech Republic as Bloomberg, a famous business
magazine said yesterday. For making better comfort to retail investors, Reliance Anil
Dhirubhai Ambani Group, ADAG has provided two options to them, either they can
submit the entire price (Rs.430) of the asking lot or they can only deposit the one-quarter
price (Rs.115) of the asking shares.

The rest price of the shares can be submitted after getting the allotment of the shares.
Besides, R-Power has also provided a subsidy of Rs.20 for each share of Reliance power
IPO to the retailers. Thus the retailer investors have submitted approximately Rs.
50,000crores collectively, which is one-fourth of the total direct tax collections for last
year.

Several public sector banks have also subscribed the offer joylessly tremendously. Punjab
National Bank, State Bank of India, Bank of India and Indian Overseas Bank put in bids
worth Rs 1,500-2,000 core, as the sources reported. Reliance Power had offered a total of
228-milion equity shares with face value of Rs.10 each in the price band of Rs.405-450
for the public through 100% book-building process.

It has targeted to collect as much as Rs 11,700-crore from this offer, which has now gone
beyond Rs.75,000-crore. From this collected money, ADAG is planning to complete its
13 power projects across the country and somewhere overseas in the next couple of years.

The experts believe that the sale of the shares of Reliance Power can make Anil Ambani
the richest person of the country who is still on the third position. Before this his Reliance
Energy share has tripled his total asset by going quadruple in value last year in the Indian
stock market.

According to Forbes, a famous business magazine, only his elder brother Mukesh
Ambani and Steel king Lakshmi Niwas Mittal are only ahead to Anil by cementing his
position on no.1 and no.2 simultaneously. Before this K P Singh, the chairperson of DLF
(a construction company) has offered the biggest IPO offered that oversubscribed only
three times as against 32.88 crore equity shares.

33

Mukesh Ambani backed Reliance Mukesh Dhirubhai Ambani group had also offered a
gigantic IPO offered for its subsidiary refinery company Reliance Petroleum Ltd. that had
showed the similar response to Reliance Power IPO and overbooked 52 times for 45-
crore released shares. Mukesh had collected Rs. 1,45,080 crore from this.

Reliance Power to give 3 bonus shares for every five held

Buy back

The repurchase of outstanding shares (repurchase) by a company in order to reduce the
number of shares on the market. Companies will buy back shares either to increase the
value of shares still available (reducing supply), or to eliminate any threats by
shareholders who may be looking for a controlling stake.

A buyback is essentially a financial tool in the hands of the corporate that affords
flexibility in the capital structure. A buyback allows the company to sustain a higher
debt-equity ratio. It is also a tool to defend against possible takeovers. Generally,
companies buyback their shares when they perceive their own shares to be undervalued
or when they have surplus cash for which there is no ready capital investment need.Share
buybacks also prevent dilution of earnings. In other words, a buyback programme
enhances the earnings per share, or conversely, it can prevent an EPS dilution that may be
caused by exercises of stock option grants, etc. Last, but not the least, a buyback also
serves as a substitute for dividend payments. This brings us to the crucial issue of tax
implications of a buyback. A very important consideration is whether the amount paid on
buyback is dividend or consideration for transfer of shares. If it is indeed considered to be
dividend, the same will not be taxable in the hands of the investors. Also, to what extent,
if at all, can the amount paid on buyback be taken as dividend? Is the entire amount paid
dividend or is it only the premium paid over the face value?

Strengths

1. One of the largest potfolios of Power Generation Projects under Development in
India.
2. Portfolio of Power Projects that diverse in Geographic Location, Fuel-type, Fuel
source and off-take.
3. Strategically Located Power Projects.
4. Part of the Reliance ADA Group.

34

Weaknesses

Due to the nature of the business, Reliance power projects typically require a long
gestation period and substantial capital outlay before completion. It may be months or
years before positive cash flows can be generated. Further, power, property development,
and infrastructure and construction projects are capital intensive and will require high
levels of debt financing. They will also lead to continuous dilution of equity. one should
become long-term investors with a two-three year view. There are no short term revenue
generating opportunities in the power sector now, he said. Investors can‘t expect to make
money in a month in the power sector.

Projects currently handled by reliance power limited

• Butibori, a 300 MW coal-fired project scheduled to be commissioned in June 2010.

• Sasan 3,960MW UMPPs promoted and awarded by the Government of India is
expected to be the largest pithead coal-fired power project at a single location in India,
scheduled to be commissioned by April 2016.

• Shahapur, a 4,000 MW coal-fired(1,200 MW) and combined cycle gas-fired (2,800
MW) project in Shahapur, scheduled to be commissioned in March 2011.

• Urthing Sobla (400 MW), a run-of-the-river hydroelectric project, located on the
Daulinganga River in Uttarakhand scheduled to be commissioned in March 2014.

Five other projects—the gas-fired Dadri project (7,480 MW), the coal-fired MP
Power project (3,960 MW) and three run-of-the-river hydroelectric projects, Siyom
(1,000 MW), Tato II (700 MW) and Kalai II (1,200 MW).

35

Analysis of Reliance power IPO
The above mentioned company issue of shares in IPO fund raising activity has been over
subscribed by 75 times overall from the investors. And looking at the various aspects,
which are previously discussed are applied in this IPO process and the post-IPO
performance is also good. And the strengths and weaknesses are also mentioned which
form a part of success for the company.

Apart from the compliance of issue procedure and the documentation part, the success of
an IPO is depends on the financial prospects of the company for the last 3 years.

It is because of the strengths which the company has got and good financial record the
company maintained.

Regarding the pricing of share value, it has used the past EPS and other considerations
like its business and development.

To conclude about this case, it has maintained good financial track record and fair
valuation of share price along with the timing of coming for an IPO.

36

GMR Infrastructure

Company 2

Retail investors better wait than get on board

GMR Infrastructure (GMR) is an infrastructure holding company formed to fund the
capital requirement of the GMR group initiative in the infrastructure sector. The GMR
group develops various infrastructure projects in power, road and airport sectors through
GMR Infrastructure.

Strengths

GMR has won many big-ticket projects in various infrastructure sectors. Current projects
of the company are:

Power:

* 220-MW naphtha-fired power plant at Mangalore in Karnataka, which commenced
commercial operation in 2001.

* 200-MW LSHS-fired power plant in Chennai in Tamil Nadu, which commenced
commercial operation in 1999.

388.5-MW gas-fired power plant in Vemagiri in Andhra Pradesh, which is in the
development stage. Natural gas is expected to be made available for use end July 2006
and the plant is to begin commercial operations within one month of such date of
availability of natural gas.

In addition, GMR has the right to develop a 140-MW hydroelectric power plant on the
river Alaknanda in the Chamoli district of Uttaranchal. GMR Energy, a fully-owned
subsidiary of GMR Infrastructure, and Hong Kong-based China Light and Power (CLP)
have signed a memorandum of understanding to jointly bid for the 4,000-MW pit head
domestic coal-fired Sasan Ultra Mega Power Project.

Road:

* 59-km stretch on the Chennai-Kolkata (NH-5) highway (Tuni-Anakapalli Road
Project), which commenced commercial operation in December 2004.

37

* 93-km stretch on the Chennai-Dindigul (NH-45) highway (Tambaram-Tindivanam
Road Project), which commenced commercial operation in October 2004.

* 86-km stretch between Adloor Yellareddy and Kalkallu and an additional 17-km stretch
on the Hyderabad-Nagpur (NH7) highway (Adloor Yellareddy-Kalkallu Road Project),
which is currently under development and expected to enter into commercial operation by
end 2008.

In addition, GMR has won three concessions to develop, operate and maintain roads.

Airports:

* GMR owns 63% of GMR Hyderabad International Airport (GHIAL). It expects the
Hyderabad airport to be operational end first quarter of 2008.

* In January 2006, a consortium led by GMR was awarded a long-term agreement to
operate, manage and develop the Delhi airport following competitive bidding. Other
members of the consortium consist of Fraport AG, Malaysia Airports (Mauritius), and the
India Development Fund.

Weaknesses

The power purchase agreement (PPA) for the Mangalore power plant expires in 2008. In
FY 2006, the Mangalore power plant generated about 40% of the total revenue and
operating income of the company. This plant is based on very high-cost naphtha and,
hence, used only for meeting peak load requirement, resulting in capacity utilisation of
just 12.5% in FY 2006. It‘s only because of the current PPA that it is paid as per supply,
irrespective of the poor output. So it will be in a highly unfavourable position when the
PPA comes for review and if it has to provide power at competitive rates.

Part of the issue proceeds will be paid to promoters for acquiring GVL Investments
(GVLI). The main holding of GVLI is the 9% stake in Delhi airport project. Notably,
GVLI has investments of book value of only around Rs 50 crore (including the 9% stake)
for which it will be paid Rs 399.3 crore.

Infrastructure projects by nature are long-gestation projects and subject to lot of legal,
financial, political and environmental risks, specially in India where policies and
frameworks are just evolving and political mindset is not tuned to private operation of
infrastructure projects

38

Valuation

GMR Infrastructure‘s consolidated net profit after minority interest and share of profit
from associates was Rs 70.55 crore in FY 2006. Post-issue diluted EPS stood at Rs 2.1 in
FY 2006. At the offer price band of Rs 210-Rs 250, PE range works out to 100 to 119,

respectively. In FY 2006, 85% of the company‘s revenue came from the power
generation business. Trailing twelve-month (TTM) PE of power generation was 11.4.
Naturally, the price band takes into account future revenue that will be generated once the
various (high value) projects are fully commissioned. Retail investors will get 5%
discount to the issue price. However, it should be remembered that risks involved and
gestation periods for infrastructure projects are very high, specially when the issue price
already factors in lot of benefits that these projects may accrue to the company in the
distant future. Moreover, capital requirement of holding companies to carry infrastructure
projects are exorbitant and they need to dilute their equity regularly to take up more
projects

Analysis of GMR IPO

The above mentioned company issue of shares in IPO fund raising activity has been over
subscribed by 75 times overall from the investors. And looking at the various aspects,
which are previously discussed are applied in this IPO process and the post-IPO
performance is also good. And the strengths and weaknesses are also mentioned which
form a part of success for the company.

Apart from the compliance of issue procedure and the documentation part, the success of
an IPO is depends on the financial prospects of the company for the last 3 years.

It is because of the strengths which the company has got and good financial record the
company maintained.

Regarding the pricing of share value, it has used the past EPS and other considerations
like its business and development.

To conclude about this case, it has maintained good financial track record and fair
valuation of share price along with the timing of coming for an IPO.

39

Summary of IPO Market Activities

Financial Year: 2012
Total Issue 10
Succeeded:
Total Issue Failed: 2
Total Money Raised: 1,175.25

Issuer Company Issue Open Issue Close Issue Price Issue Issue Size
(Rs.) Type (Crore Rs.)
Multi Commodity Feb 22, 2012 Feb 24, 2012 1,032.00 BB 663.31
Exchange of India Ltd
IPO
BCB Finance Ltd IPO Feb 23, 2012 Feb 27, 2012 25.00 FP 8.85
Olympic Cards Ltd IPO Mar 09, 2012 Mar 13, 2012 30.00 BB 25.00
National Buildings Mar 22, 2012 Mar 27, 2012 106.00 BB 0.00
Construction Corporation
Ltd IPO
MT Educare Limited IPO Mar 27, 2012 Mar 29, 2012 80.00 BB 35.00
Tribhovandas Bhimji Apr 24, 2012 Apr 26, 2012 120.00 BB 200.00
Zaveri Ltd IPO
Samvardhana Motherson May 02, 2012 May 04, 2012 BB
Finance Ltd IPO
Plastene India Limited May 09, 2012 May 15, 2012 BB
IPO
Monarch Health Services May 12, 2012 May 16, 2012 40.00 FP 12.00
Ltd IPO
Speciality Restaurants Ltd May 16, 2012 May 18, 2012 150.00 BB 176.09
IPO
Max Alert Systems Ltd Jun 28, 2012 Jul 02, 2012 20.00 FP 0.00
IPO
VKS Projects Ltd IPO Jun 29, 2012 Jul 04, 2012 BB 55.00

BB= 100% Book Building Issue, FB= Fixed price issue

40

Questionnaire

Question 1 : Have you included IPOs in yours or your clients portfolio?

Yes – 45%

No – 55%

41

Question 2 : Does 2012 IPOs gave returns according to your
expectations ?

Yes – 65%

No – 35%

Question 3 : If not invested in IPO. What was the reason ?

- Various reasons were given and most of them conclude on one thing that Investor don‗t
have trust on IPO .

- Other reason told by them was of account decoration done by IPO issuing company
which results in over pricing of IPO .

42

Question 4 : Generally what are your clients response towards
investment in IPO ?

Investor responded strongly on this question. Responses were in favour as
clients wants to buy IPO at lower price and want to yield profit long run .

Question 5 : What risks you associate with IPOs?

Aggressive pricing -25%

IPO grading system -10%

Accounting practice – 40%

other – 25%

43

Chapter 5

5.1 Conclusion of IPO

The conclusion regarding this INITIAL PUBLIC OFFER & ANALYSIS A study on
RELIANCE POWER & GMR IPO is getting to know how the companies come for an
IPO with certain procedure and make them aware about the issues in an IPO.

As we have seen the procedural aspects regarding the opening of an IPO for a company
or any other organization which wants to come for public by offering shares to public for
the first time. So every company has to follow certain guidelines before coming to public
and it has to fulfill the DIP guidelines specified by the SEBI for the investor protection,
who want to invest in the company.

5.2 Finding
The main points which Finding the IPO are as follows:

1. Every company planning to come for IPO has to comply with all the above
mentioned procedure.
2. IPO is one of the forms of raising the capital and which is the effective one
though it has defects.
3. As the price factor plays major role along with the time of the issue, every
company must specify the proper pricing strategy for the shares.
4. Merchant banker also plays a significant role in an IPO process by operating
the IPO and looking into various aspects.
5. In order to succeed in the fund raising through IPO route one has to be
through with DIP guidelines.
6. As the investor protection is important, the company has to ensure investors
by offering good prospects in the prospectus.
7. Before coming to an IPO every company has to have a good track record of
financial performance.

44

8. SEBI is the regulator for all IPO‘s it has to ensure its due diligence in issue of
shares.
9. The utilization of the funds from IPO is significant and as per the objective
mentioned in prospectus.
10. Listing is important for the company on the stock exchange, so it has to be
done with proper pricing.

5.3 Recommendation

1) Every company whichever wants to go public for the first time has to
know what procedure has to be implemented and the success factors for
winning in an IPO.

45

Chapter 6

References
The above information regarding the project has been collected from the following
different sources.

The guidance of our mentor of college and the respective company.

Secondary information

Books referred
Investment Banking and Analysis.

―Investment, Analysis and management‖ by Francis.

―Security Analysis‖ by Graham and Dodd.

Sites visited
www.sebi.gov.in

www.moneycontrol.com

www.investopedia.com

www.reliancemoney.com

46

My project

More Related Content

What's hot (20)

Similar to My project (20)

My project