Logistics in India Part 3

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    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.

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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.

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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.

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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.

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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

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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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    Logistics in India 17

    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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    Logistics in India 19

    Contact Us

    Dr Ashley Steel

    Partner

    Global Chair - Transport

    KPMG in the UK

    +44 20 7311 6633

    [email protected]

    Justin Zatouroff

    Partner

    Global Head of Logistics

    KPMG in the UK

    +44 20 7311 8415

    [email protected]

    Manish Saigal

    Executive Director

    National Industry Leader - Transport & Logistics

    KPMG in India

    [email protected]

    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

    [email protected]

    Tel: +91-223-090 2707

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