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7/30/2019 Logistics in India Part 3
1/21
Logistics in India 1
G lo B a l t r a n S P o r t
Logistics in
IndiaPart 3
K P MG i nt e r n at i o n a l
2011 KPMG International Cooperative ("KPMG International"), a Swiss entity. Member firms of the KPMG network of independent firms are affiliated with KPMG
International. KPMG International provides no client services. All rights reserved.
7/30/2019 Logistics in India Part 3
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CONTENTS
4Foreign Direct Investment (FDI) Regulations in the
Indian Logistics Industry
6Routes of Entry into India
8Tax Incentives for Foreign Investors in the
Indian Logistics Industry
9Emerging Investment Themes for Foreign Investors
10Market Entry Tiger Traps
14The Way Forward for Foreign Investors
16Conclusion
17Acknowledgements
18About KPMG
2011 KPMG International Cooperative ("KPMG International"), a Swiss entity. Member firms of the KPMG n etwork of independent firms are affiliated with KPMG
International. KPMG International provides no client services. All rights reserved.
7/30/2019 Logistics in India Part 3
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Foreword
This is the third and final part of our three-part white paper on the Indian logistics opportunity. In the
first two parts, we covered both the macro opportunity in the logistics industry as well as a deeper dive into
the transportation, storage and service sub-sectors.
In this part of our study, we focus on how foreign companies and investors can participate in the
Indian logistics story. Specifically, we will cover the logistics regulatory landscape in India including
foreign investment norms, emerging investment themes for foreign investors, investment risks andmitigants and the way forward for foreign companies.
Regulations in the Indian logistics industry permit 100 percent foreign direct investment (FDI) in most
sub-segments. Foreign investors can also enjoy benefits such as tax breaks and incentives when
investing in key sub-sectors such as cold storage, agricultural warehouses and free trade warehousing zones
(FTWZ).
Historically, foreign investors in the Indian logistics industry have entered the market either by
investing in greenfield core infrastructure projects (such as a ports), setting up subsidiaries or joint
ventures in India, or through acquisitions. Partnering with or acquiring an existing company offers
international logistics companies ready access to an existing network and customer relationships, which are
often hard to develop ground-up.
Like any industry, there are risks involved in both greenfield investments and acquisitions or
partnerships. Greenfield infrastructure projects often take years to develop, and involve a number of
clearances (such as environmental approvals) which foreign investors need to be aware of. Similarly,
foreign investors need to carry out necessary due diligence on partners and acquisition targets to
ensure that they comply with requisite corporate governance standards, have clean books of accounts
and offer a good organizational fit with their existing businesses in other parts of the world. However,
what is often most difficult for foreign investors is to evaluate whether their sectors of interest are indeed
attractive in India, and whether there are attractive acquisition targets in these sectors.
To succeed in the Indian logistics market, foreign companies should consider the following questions:
i) Which segments of the Indian logistics industry are attractive for entry?
ii) What are the opportunities and risks in the segment of your choice?
iii) What are the tax and regulatory considerations for the segment?
iv) What are the key considerations for direct market entry?
v) Who are the potential joint venture partners you can tie up with?
vi) Are there any attractive acquisition targets?
vii) What kind of due diligence do you need to do before a JV or acquisition?
viii) How do you integrate an acquisition with your global operations?
ix) What do you need to do to run an efficient operation in India?
This white paper attempts to address some of these questions at a high level.
2011 KPMG International Cooperative ("KPMG International"), a Swiss entity. Member firms of the KPMG network of independent firms are affiliated with KPMG
International. KPMG International provides no client services. All rights reserved.
7/30/2019 Logistics in India Part 3
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4 Logistics in India
The Government of India has actively pursued pro-active policies to promote foreign direct investment
(FDI) into the Indian logistics industry. Investments by foreign companies into India can be made
through two possible routes:
The Automatic Route where foreign investors do not require any approval from the Reserve Bank
of India (RBI India's central bank) or the Government of India; and
The Government Route for all activities, which are not covered under the Automatic Route, a prior
approval of the Government of India, through the Foreign Investment Promotion Board (FIPB), is required.
The table below summarizes the route permitted as well as the extent of FDI allowed in a particular
segment:1
Automatic/% of FDI
Type of Industry
Ports and Harbours
Courier services for
carrying packages, parcels
and other items which do
not come within the ambit
of the Indian Post Office
Act, 1898
FIPB approval
route
Automatic
FIPB Approval
permitted
100%
100%
Restrictions/Conditions imposed
Allowed under the automatic route for:
Leasing of existing assets of ports
Construction/creation and maintenance of
assets such as container terminals, bulk /
break bulk / multipurpose and specialized
cargo berths, warehousing, container freight
stations, storage facilities and tank farms,
carnage / handling equipment, setting up of
captive power plants, dry docking and ship
repair facilities
Leasing of equipment for port handling andleasing of floating crafts
Captive facilities for port-based industries
Allowed subject to existing laws, i.e. The Indian
Post Office Act 1898, and exclusion of activities
relating to the distribution of letters
Storage and Warehousing Automatic 100%
including warehousing ofagricultural products with
refrigeration (cold storage)
1Department of Industrial Policy and Promotion Ministry of Commerce and Industry Government of India Consolidated FDI Policy
(Effective From April 1, 2010)
2011 KPMG International Cooperative ("KPMG International"), a Swiss entity. Member firms of the KPMG network of independent firms are affiliated with KPMG
International. KPMG International provides no client services. All rights reserved.
7/30/2019 Logistics in India Part 3
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Logistics in India 5
Foreign Direct Investment (FDI) Regulations in the
Indian Logistics Industry
Type of Industry
Transport and Transport
Support Services
Automatic/
FIPB approval
route
Automatic
% of FDI
permitted
100%
Restrictions/Conditions imposed
Allowed for:
Pipeline transport, ocean and water transport,
inland water transport
Transport Support Services:
- Support services to land transport such as
operation of highway bridges, toll roads, and
vehicular tunnels.
- Support services to water transport such
as operation and maintenance of piers,
loading and discharging of vessels
- Services incidental to transport, such as
cargo handling incidental to land, water andair transport
- Rental and leasing of motor vehicles
without operators, for passenger transport,
freight and refrigerated / cold transport
- Renting of transport equipment without
operators, of other transport equipment
Air Transport Services
Scheduled Air Transport
Service/ Domestic
Scheduled Passenger
Airline Non-Scheduled Air
Transport Service/
Non-Scheduled airlines,
Chartered airlines, and
Cargo airlines
Helicopter services
/ seaplane services
requiring Directorate
General of Civil Aviation
(DGCA) approval
FDI ceilings in otherservices under the Civil
Aviation sector
Automatic
Automatic
Automatic
49% FDI
49% FDI
100%
FDI via automatic route up to 49% and on the
government route beyond 49% and up to 74%
Ground Handling Services-FDI up to 74% and
investment by non-resident Indians (NRIs) up
to 100% allowed. FDI under the automatic
route up to 49% and through the government route
beyond 49% and up to 74%. This will be
subject to sectoral regulations and security
clearances
Maintenance and Repair organizations; flying
training institutes; and technical traininginstitutions - FDI up to 100% allowed on the
automatic route
Source: Consolidated FDI Policy issued by Department of Industrial Policy and Promotion, Ministry of Commerce, Government of India (Effective from April 1, 2010)
2011 KPMG International Cooperative ("KPMG International"), a Swiss entity. Member firms of the KPMG network of independent firms are affiliated with KPMG
International. KPMG International provides no client services. All rights reserved.
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6 Logistics in India
outes of Entry into India
Through M&A
M&A has been a popular route of entry into the Indian market. Over the past few years, several
leading global companies have established a presence in the country through acquisitions of both regional
and pan-Indian logistics companies.
Some Recent Inbound M&A Transactions in India
Acquirer Target Year Segment
Broekman Group
CH Robinson
FedEx
TNT
Kerry Logistics
Phoenix International Freight Services
Sembcorp Marine
Tropical Dimension
DP World
Oxbow Corporation
Louis Dreyfus Armateurs
Toll Group
PSA International
Hitachi Transport System
NYK Line
Courcan Cargo
Triune Freight
Prakash Air Freight
Associated Road Carriers
Reliable Freight Forwarders
Eastern Logistics
Gujarat Pipavav Port
Kakinada Seaports
Chennai Container Terminal
United Shippers
ABG LDA Bulk Handling
BIC Logistics
Chennai Container Terminal
Flyjac
Tata Martrade International Logistics
2006
2006
2006
2006
2006
2006
2007
2007
2008
2008
2009
2009
2010
2010
2010
Express Cargo
Freight Forwarding
Express Cargo
Transportation
Freight Forwarding
Freight Forwarding
Ports
Ports
Ports
Shipping
Bulk Cargo Handling
Transportation
Ports
Transportation
Port Services
Source: VC Circle, Mergermarket, Deal Curry, News Reports
Through the Organic Route
Apart from the inorganic route, foreign companies can initiate operations in India through the
following routes:
Joint Ventures
Wholly Owned Subsidiaries
Liaison / Representative Office
Project Office
Branch Office
2011 KPMG International Cooperative ("KPMG International"), a Swiss entity. Member firms of the KPMG network of independent firms are affiliated with KPMG
International. KPMG International provides no client services. All rights reserved.
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Logistics in India 7
Liaison Office
Project Office
Branch Office
Wholly
Owned
Subsidiary
('WOS')
Commercial
consideration
To undertake limited
activities like liaisoning,
establishing communication
channels, data collection and
conducting market surveys
Generally set up to execute a
specific project, e.g. EPC
and dredging contracts
To carry out permitted
activities like export/import
of goods, professional
and consultancy services
(manufacturing generally not
permitted)
Permitted to carry out all
activities except regulated /
prohibited activities
Permitted activities
Foreign Exchange Management Act (FEMA) Regulations
The following four activities are permitted to be carried out:
Representing the parent company/group companies
in India
Promoting export / import from / to India
Promoting technical / financial collaborations between
parent / group companies and companies in India
Acting as a communication channel between the parent
company and Indian companies
Only activities relating to and incidental to the execution of
the project are permitted
The following eight activities are permitted to be carried out:
Export / Import of goods
Rendering of professional or consultancy services
Carrying out research works, in which parent company is
engaged
Promoting technical or financial collaborations between
Indian companies and overseas parent companies
Representing the parent company in India and acting as
buying / selling agent in India
Rendering services in information technology and
development of software in India
Rendering technical support to the products supplied by
parent / group companies; and
Airlines / Shipping activities
Any activity specified in the Memorandum of Association of
WOS wide range of activities permitted, subject to
FDI regulations
Source: Foreign Exchange Management (Establishment in India of Branch or Office or Other place of B usiness) Regulations, 2000 (Regulations)
The setting up of a presence in India in any of the above forms depend on the FDI policies of the Indian
government, coupled with the taxability of profits arising therefrom under Indian tax regulations, and the
exposure of their treatment as a permanent establishment of a foreign company.
Currently, over 70 percent of the world's Top 50 logistics companies have a presence in India having
entered the market via a variety of modes including acquisitions, JVs and the establishment of a local
subsidiary.
2011 KPMG International Cooperative ("KPMG International"), a Swiss entity. Member firms of the KPMG network of independent firms are affiliated with KPMG
International. KPMG International provides no client services. All rights reserved.
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8 Logistics in India
ax Incentives for Foreign Investors in
e Indian Logistics Industry
The Indian Government, with a view to attract investments in infrastructure and the logistics industry,
has introduced various tax incentives either in the form of profit-linked incentives or capital-based
deductions.
Some of the key incentives available to foreign investors include:
Section underSectors Type of Activity Amount of Deduction
the Act
Food
Processing
Cold Chain
Facility
Warehouse
Facility
Special
Economic
Zones andFTWZs
80-IB
35AD
35AD
80IAB
Business of processing, preservation
and packaging of:
Fruits and vegetables or meat and
meat products or poultry or marine
or dairy products, or from the
integrated business of handling,
storage and transportation of
food grains
Setting up and operating of cold chain
facilities on or after 1 April, 2009
Setting up and operating a warehousing
facility for the storage of agricultural
produce
Undertaking engaged in development
of SEZ / FTWZ
100% of the profits for the first
5 years
30% of the profits for the next
5 years
For a period of ten consecutive
assessment years, beginning with
the initial assessment years
100% deduction of capital
expenditure incurred during the year
(other than acquisition of land or
goodwill or financial instruments)
Same as above
100% deduction of profits derived
from such business for ten
consecutive assessment years out of15 years beginning from year in
which SEZ is notified by the Central
Government
Source: Income Tax Act, 1961 (Government of I ndia)
The Indian Government is planning the introduction of a Direct Tax Code (DTC), effective 1 April,
2011. Under a recent draft of the DTC, circulated for review, all of the above incentives offered to the
logistics sector will continue to apply.
2011 KPMG International Cooperative ("KPMG International"), a Swiss entity. Member firms of the KPMG network of independent firms are a ffiliated with KPMG
International. KPMG International provides no client services. All rights reserved.
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Logistics in India 9
Emerging Investment Themes for Foreign
Investors
1
2
Storage based Plays(e.g. FTWZs. LPS, CFS/ ICDs , aircargo centres, bulk terminals)
Industry-focused Plays
Potential Upsides
Collateralized investment
(capital safety)
Long term attractiveness andgrowth story
Capital intensive, high entry barrier
Strong regulatory drivers (e.g. GST)
Better customer pricing and margins
Strong differentiation for LSPs
Potential Risks
Short term asset utilization and
realizations
Potential asset price fluctuations
Underdeveloped exit options
High dependence on regulatory
interface
Cyclicality risk of user industries
Targets likely to be small in size
(e.g. 3PL / 4PL, reverse logistics
cold chain) High hockey stick growth potential due
to large demand supply gap
Potential to invest in companies with
long and good performance
Potentially long gestation periods
Turning profitable and further
3
4
Transportation Plays(e.g. coastal logistics, rail-linked
logistics, project logistics,
LTL trucking)
track records
Opportunity to bring about
fundamental market shifts and realize
improved profits
Flexibility to combine asset light and
asset heavy models selectively
Opportunity to invest in established
and long-running businesses
Captive volume potential
expanding margins could
be challenging
Arms length captive relationships may
be difficult to (re)establish
Potentially not geared towards profit
Captive Spin-off / Bolt-on Plays(e.g. auto logistics, retail logistics)
5Greenfield Infrastructure Plays
(e.g. ports, roads)
Source: KPMG analysis
Potentially large businesses
(ticket size barrier)
Potential to augment capability
gaps with smaller bolt on or rollup
acquisitions
Significant opportunity to participate
in the Indian infrastructure story-over
USD 1bn in investment opportunity
over the next 5 years
Large demand supply gap could imply
high asset utilization and returns
Organization capabilities may be
more geared towards execution than
business or solution development
Longer gestation projects
Approval and clearance process
potentially lengthy and multi layered
Foreign companies do not enjoy
incentives offered to Indian
consortiums / bidders
2011 KPMG International Cooperative ("KPMG International"), a Swiss entity. Member firms of the KPMG network of independent firms are affiliated with KPMG
International. KPMG International provides no client services. All rights reserved.
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10 Logistics in India
Depending on the chosen route of entry organic or inorganic a foreign investor in the Indian
logistics industry should be aware of some of the complexities and risks involved in the entry process.
India is not a particularly easy place to do business, but having the right entry strategy, choosing
appropriate segments to focus on, engaging with the right partners and leveraging M&A fully can
make all the difference in unlocking the tremendous value that the Indian logistics industry has to offer.
Doing Business in IndiaRanking Among 183 Economies India China Brazil Russia
Overall Ease of Doing Business 133 89 129 120
Starting a Business 169 151 126 106
Dealing with Construction Permits 175 180 113 182
Employing Workers 104 140 138 109
Registering Property 93 32 120 45
Getting Credit 30 61 87 87
Protecting Investors 41 93 73 93
Paying Taxes 169 130 150 103
Trading Across Borders 94 44 100 162
Enforcing Contracts 182 18 100 19
Closing a Business 138 65 131 92
Source: The World Bank: Doing Business 2010 (India)
Infrastructure Development Considerations
Infrastructure development in India is often a complex and long-winded process that entails obtaining
clearances and approvals from multiple agencies. Even after these approvals are acquired, there are often
risks involved at the development and operating stage. These risks are particularly relevant for port, road and
airport projects.
2011 KPMG International Cooperative ("KPMG International"), a Swiss entity. Member firms of the KPMG network of independent firms are affiliated with KPMG
International. KPMG International provides no client services. All rights reserved.
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Logistics in India 11
Market Entry Tiger Traps
Some of these approvals include:
FIPB clearances for certain sectors where
government approval is required, or where
foreign investors intend to have stakes greater
than those specified through the
automatic route
Environmental clearances for infrastructure
developments in ecologically sensitive zones
such as coastal regions and forests, or in
regions where the development of the project is
likely to impact the human population or the
biodiversity of the region, the environmental
clearance process can be a time-consuming
process
Some key project development risks include:
Ministry clearances specific ministry approvals
are needed for the development of specific
assets (e.g. from the Ministry of Shipping
for ports)
Rehabilitation and relocation clearances for
populations displaced by the development of
the project, developers need to consider
options for suitable employment in the project,
compensation for loss of livelihood or relocation
to other suitable regions
Land acquisition risk since most infrastructure projects require large tracts of land for
development, developers often need to liaise with the government and individual landowners to
aggregate these contiguous parcels of land. This is accompanied by the risk of not being able to
accumulate connecting land or having to pay high or escalating valuations to do so
- Mitigants: Developers need to conduct a detailed assessment of available land tracts and
appoint reputable agents or brokers to carry out acquisitions expeditiously and confidentially
(to avoid speculative price run-ups). Prior assurances from the government, where applicable,
should be sought
2011 KPMG International Cooperative ("KPMG International"), a Swiss entity. Member firms of the KPMG network of independent firms are affiliated with KPMG
International. KPMG International provides no client services. All rights reserved.
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12 Logistics in India
Some key project development risks include:
Traffic and utilization risk for many port, road and airport projects that are built on concession
models or otherwise, the financial feasibility of the project is highly contingent on the projected
traffic throughput of the asset. The development of suitable cargo generating catchments or
supporting eco-systems (such as a freight forwarding or customs clearance network) has also been
blamed for the failure of several projects in India. There have been instances in the past
where traffic projections have not been realized, leading to payback delays and financial losses
- Mitigants: Investors in projects should conduct detailed traffic studies prior to investing in such
projects. Traffic linked royalty payments could be affected where projections are uncertain. Also,
the cargo catchment and hinterland should be understood in depth to fundamentally
assess the viability of the project. Steps should be taken to tie-up suitable project partners and
ancillary industries early on in the project, so that development risks are shared. The projectconceptualization and design should also account for seamless interfacing with these key eco-
system partners
Connectivity development risk for projects that rely on cargo reaching the asset through a
connecting feeder transportation network, the state of development of these networks has often
become a stumbling block in the successful operation of the project. For example, several port
projects in India have been constrained by the lack of suitable road or rail connectivity, which has
led to shipping lines ignoring the port altogether
- Mitigants: Project developers should understand the long term development plan for the region,
including master plans and road maps. They should also understand the broader economic
development of the region that would support the evolution of the supporting infrastructure
Project cost escalation riskmany projects in India are burdened by rising project costs that have
not been initially estimated. Delays in land acquisition or construction or rising cost of materials
and equipment can seriously impact returns from a project
- Mitigants: The project planning process should be stringently carried out and stress tests for
unfavourable conditions should be budgeted. A strong project management team is needed to
minimize this risk
Greenfield Investment Considerations
Going solo in the Indian market can be both a rewarding and a daunting experience. For foreigninvestors looking at setting up their own operations ground-up, without any partnerships or
acquisitions, there are a number of risks that they need to consider and plan for.
Some key greenfield-specific risks include:
Procedural delays as with infrastructure investments, getting procedural approvals from various
authorities such as the local municipal council, sanitation and utility departments, environmental
department, fire department and others, is a time consuming process. According to World Bank
estimates, it takes 37 procedures and 195 days to construct a warehouse in India. Often, having
access to an experienced local Indian logistics partner can help dramatically reduce
these timelines
2011 KPMG International Cooperative ("KPMG International"), a Swiss entity. Member firms of the KPMG network of independent firms are affiliated with KPMG
International. KPMG International provides no client services. All rights reserved.
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Logistics in India 13
Some key greenfield-specific risks include:
Organization building risk the logistics industry in India is severely labour constrained at all
levels including workers and management. In the past, several foreign companies have
found it difficult to source local management bandwidth for their operations and have had to
offer significant salary differentials to attract employees, which have often constrained profits.
Expatriate staff often do not understand the Indian cultural subtext and customers (especially
smaller and mid size companies) are often wary of dealing with foreigners
Customer acquisition risk customer relationships in the Indian logistics industry, particularly in
warehousing and transportation, have often been built over years and foreign companies have
often found it difficult to convert these relationships. Often, logistics services providers customize
assets and services to the specific needs of customers, and breaking this stickiness
is challenging
Building a brand barring some of the top global logistics companies who have managed to
leverage their brand and credentials to attract business, it is often difficult for lesser known
international companies to gain customer mindshare and win business
Steeper learning curve many foreign companies have found it difficult to introduce their
international business models to the Indian market. The state of evolution of the market, and
the willingness and ability of customers to pay for truly world-class services, is still evolving and foreign
companies often need to 'customise' offerings to suit the Indian context, while preparing
for a marathon rather than a sprint
M&A and JV Considerations
M&A and JV targets in India are often risky, and foreign investors should seek to conduct detailed
due diligence studies including commercial, financial, tax, legal, environmental and promoter due
diligences prior to investing or partnering. However, M&A remains the easiest and most preferred
route of entry into India, and, provided a suitable partner is identified, many of the risks and delays
associated with greenfield entry and infrastructure development are significantly reduced.
No separation between ownership and management
Auditor not independent
Weak internal control environment
Inadequate document trail for capture of in formation
Financial statements driven by fiscal consider actions
Weakk
W ea
Weak internal controls
Quality and reliability of information is poor
Complex group structures - difficult to unwind,
ccorporatee
orporatWeak
W ea
k
ggovandardsce
o vernan
ernance
S ystemss
Sy s tem
"hidden owners especially other factions of
Related party supplier / customer sstandardst
C omplexfamily
"Associated companies avoidance)" may need
relationships on non-commercialRRelated
elated
oComplex ip
wners h
to be consolidated which may bring in more
terms,pparty
a rty
ownership s
s ue
liabilities/value enhancers
No formal arrangements
Funds deployment in non-core
transactions
transactions
IIs
ssues s
ues
to
iissuess Minority interests may have a disproportionate
amount of power
activities/related party companies
Taxx
Ta
E
valluatte
E va ua e
Organisation
eexxposuress posure
7/30/2019 Logistics in India Part 3
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Orgculti
ure tion
an sa
culture
Aggressive tax management (tax UUnclearrnclea
PPoorr GAAPPDecision making concentrated with the owners
planning vs tax avoidance) vis ion and
vision and
s trategy
strategy
compliance
oo G A A
compliance
Risk of regulatory violations
Business plan not backed up
Promoter unclear about strategy
Aggressive management estimates with
respect to provisions/write downs
Weak book closing processes
Capitalisation of pre-operative expenditure
Source: KPMG analysis
2011 KPMG International Cooperative ("KPMG International"), a Swiss entity. Member firms of the KPMG n etwork of independent firms are affiliated with KPMG
International. KPMG International provides no client services. All rights reserved.
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14 Logistics in India
he Way Forward for Foreign Investors
Foreign investors should evaluate the following when planning an India market entry:
Understanding the Indian logistics market logistics in India is a collection of dozens of sub-
segments, some of which are very attractive and some of which are not. Even within the unattractive
segments, foreign investors have been able to introduce new business models in the past and havebeen successful. Foreign companies need to understand the fundamental attractiveness of and
opportunity in various segments in terms of:
Size and growth prospects
Sustainability of growth drivers
Regulations, tax policies and incentives available
Profitability of the segment
Returns on investment
Competitive intensity
Ability of customers to pay and accept better quality of services
Potential to differentiate services and products and gain market share
Developing an India market entry strategy based on the attractiveness of the segment(s) studied,
foreign investors need to develop a focused strategy to play in the Indian market. This
includes some of the following considerations:
Products and services (including differentiators) planned for India
Operating model and business plan
Entry road map
Mode of entry Greenfield versus M&A
Understanding the tax and regulatory aspects foreign investors should evaluate the appropriate operating
model when evaluating the Indian logistics market. Some foreign investors choose to initially
set up liaison offices to initially gain a better understanding of the market, some choose to participate
in projects and some choose a direct and full market entry. There are often regulatory approvals
required and tax jurisdiction planning that foreign investors need to do when evaluating market entry into
India.
Shortlisting, profiling and meeting partners there are hundreds of companies in the Indian
logistics industry, operating across one or multiple sub-segments, on either a regional or a pan-
Indian basis, and with marginal or leadership market positions. Only a fraction of these companies are
listed on Indian stock exchanges, and it is often a daunting task to find the right partner for a JVor acquisition. Cultural fit and a personal rapport with promoters is often the differentiating factors
between a good partner and a difficult one. As we have discussed, M&A vastly simplifies the market entry
process, but finding an appropriate partner is a critical step in this direction.
2011 KPMG International Cooperative ("KPMG International"), a Swiss entity. Member firms of the KPMG n etwork of independent firms are affiliated with KPMG
International. KPMG International provides no client services. All rights reserved.
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Logistics in India 15
Some of the typical issues evaluated by due diligence procedures include:
Commercial Issues
Many companies have commoditized offerings with declining or at-risk growth or profitability
Operations may not be streamlined or in line with leading industry practices
M&A targets often inflate their business projections to arrive at attractive valuations
Financial and Tax Issues
Logistics in India is often a cash intensive business and this has led some companies to
improperly account for this cash and understate or overstate profits
Assets such as trucks and warehouses may not be properly capitalized
Quality of earnings is not strong and there may be one-off items that have historically contributed
to profits
Promoters often have speculative real estate interests which supersede their logistics interest
and are often used to divert cash from core businesses
There may be instances where taxes have been avoided, or where significant tax liabilities exist
Legal Issues
Some businesses and projects lack the appropriate land and environment clearances, therefore
running the risk of closure or penalties
Business contracts often do not exist, or are not watertight
There may be pending litigations or cases against the company or the promoter
Carrying out detailed due diligence procedures simply finding a partner is not enough. Carrying
out appropriate due diligence procedures is critical in evaluating whether that partner will truly add
value.
Valuation, negotiation and deal closuremany M&A deals in India fall apart on valuation
differences, and investors often appoint neutral third-party advisors to prepare independent valuation
reports or assist in negotiations with targets. Closure of transactions requires obtaining requisite regulatory
and tax clearances.
2011 KPMG International Cooperative ("KPMG International"), a Swiss entity. Member firms of the KPMG network of independent firms are affiliated with KPMG
International. KPMG International provides no client services. All rights reserved.
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16 Logistics in India
Conclusion
The concluding part of this three part white paper has focused
on the practical aspects that foreign companies should consider
when evaluating an entry into the Indian logistics market. We have
seen that there are a number of market, regulatory, tax and
partnering issues that foreign investors need to be aware of, and
tide over, when planning their market entry. For those
companies that successfully negotiate this path, the returns from
participating in the India growth story can indeed be very
attractive.
2011 KPMG International Cooperative ("KPMG International"), a Swiss entity. Member firms of the KPMG network of independent firms are affiliated with KPMG
International. KPMG International provides no client services. All rights reserved.
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Acknowledgements
For the purposes of this study, we relied on KPMG industry
knowledge and prior engagement experiences. We also spoke with a
number of logistics industry participants, who we would like to
thank for their time and insights.
This white paper has been authored by Sankalpa Bhattacharjya,
with Tax and Regulatory inputs from Girish Mistry from
KPMG in India.
2011 KPMG International Cooperative ("KPMG International"), a Swiss entity. Member firms of the KPMG network of independent firms are affiliated with KPMG
International. KPMG International provides no client services. All rights reserved.
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18 Logistics in India
About KPMG To meet the challenging demands of the transportation industry, KPMG member firms delivera range of Audit, Tax and Advisory services geared to industry needs. Think of KPMG's global
Transportation and Logistics practice as an extra resource one that aims to be available asand when you need it. We understand the financial and operational drivers of the transportation
and logistics sector and can assist clients in dealing with current and emerging issues.
The Indian industry, as a whole, faces a fiercely competitive and volatile business
environment. It must fund high levels of ongoing investment to overcome infrastructure
constraints and accommodate technological innovation, as well as changing customer
demands. Few transport entities possess the resources to manage all these issues. This is where
KPMG's Transportation & Logistics practice can help. Our professionals can complement in-
house capabilities, contribute to improved business decision making and performance, help
reduce business risk and enhance management confidence as well as
peace of mind. KPMG professionals can assist you with the following:
Planning an India market entry
KPMG's Strategic and Commercial Intelligence (SCI) practice advises international
companies on their India market entry plans, by helping them evaluate the attractiveness of
various segments of the logistics industry (in terms of size, growth drivers, competitive
landscape, profitability and returns), and assists them with the development of their strategy
and business plan for the Indian market. KPMG's Tax practice, in parallel, can help companies
devise an optimal tax and corporate structure for market entry.
Creating value through transactions
KPMG's global Finance andTransaction professionals help realize the potential of mergers,
acquisitions, divestments and other capital transactions. If you are seeking to acquire a
company in India, we can help you find suitable targets, evaluate them, negotiate and close
transactions, and even assist with post-merger integration services.
Driving the audit further
KPMG's independent insight and robust audit methodology aims to provide high quality
audit opinions.
Managing tax strategically
KPMG's Tax practice advises clients on effective tax management and compliance.
Managing risk to create value
KPMG firms can help organizations adopt an enterprise-wide approach to identify,
prioritize, manage and monitor risk.
Enhancing internal controls
Internal audit is the foundation of a comprehensive assurance framework. KPMG firms can
increase existing internal capabilities, either on a project basis or on a continuing basis.
Improving performance
KPMG firms can help organizations enhance their strategic and operational performance.
Responding to regulatory change
KPMG firms assists organizations in transforming regulatory compliance from just
another cost and management issue to an important business value driver.Funding infrastructure
KPMG's Advisory professionals work with public and private infrastructure providers to
create funding strategies.
2011 KPMG International Cooperative ("KPMG International"), a Swiss entity. Member firms of the KPMG network of independent firms are affiliated with KPMG
International. KPMG International provides no client services. All rights reserved.
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Contact Us
Dr Ashley Steel
Partner
Global Chair - Transport
KPMG in the UK
+44 20 7311 6633
Justin Zatouroff
Partner
Global Head of Logistics
KPMG in the UK
+44 20 7311 8415
Manish Saigal
Executive Director
National Industry Leader - Transport & Logistics
KPMG in India
Tel: +91-22-3090 2410
Sankalpa Bhattacharjya
Associate Director
Strategic and Commercial Intelligence
KPMG in [email protected] Tel: +91-
124-334 5089
Girish Mistry
Executive Director
Tax
KPMG in India
Tel: +91-223-090 2707
2011 KPMG International Cooperative ("KPMG International"), a Swiss entity. Member firms of the KPMG network of independent firms are affiliated with KPMG
International. KPMG International provides no client services. All rights reserved.
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kpmg.com
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2011 KPMG International Cooperative ("KPMGInternational"), a Swiss entity. Member firms of theKPMG network of independent firms are affiliated withKPMG International. KPMG International provides no clientservices. No member firm has any authority to obligate orbind KPMG International or any other member firm vis--visthird parties, nor does KPMG International have any suchauthority to obligate or bind any member firm. All rightsreserved.
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