rnm alert vol lxxii december 2014 alert vol lxxii december 2014.pdfa long way in attracting fdi into...

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All Rights of Circulation restricted www.rnm.in ISSUE NO.72 DECEMBER, 2014 RNM ALERT Thinking of the Bottom Line – Think of Us Dear Readers, I hope all of you had a good New Year break and are now rearing to move ahead in 2015 with positive thought and purpose. The new year has started on a positive note with the right noises being made by Indian Inc. and the members of the international community at the recently concluded Vibrant Gujrat 2015, which turned into a vote of confidence for the Modi Government’s pro-business policies. The support assured to global Big Business in the ease of Doing Business in India is likely to go a long way in attracting FDI into India. The Reserve Bank of India (RBI) has recommended to the Government a relaxation in the exit valuation norms applicable to Foreign Investors in a particular case, along with advise that a larger ‘Policy Call’ be taken to extend the benefit to other such deserving cases. Such moves would help in attracting further FDI in the country and act as a reiteration of the Governments pro-business stance. The World Bank meanwhile expects that growth in India shall beat China by 2017. It has estimated in its Global Economic Prospects report India’s growth at 5.6% in FY2015, 6.4% in FY2016 and 7% each in FY2017 and FY2018, respectively. In the meantime, the expectation of an interest rate cut from RBI continues with the recent inflation numbers remaining muted. However, many experts believe that on the ground interest rates have already started softening even without rate cut with many banks reducing the lending rates. The Constitutional Amendment Bill relating to introduction of Goods Service Tax (GST) in India was introduced by the Honble Finance Minister in the Lok Sabha on December 19, 2014. Team RNM hopes that GST is brought in by 2016 as per the latest indications, which would greatly enhance trade and commerce. The Union Cabinet approved the introduction of the Companies (Amendment) Bill, 2014 (Bill) in Parliament on December 2, 2014 to make certain amendments in the Companies Act, 2013.-The lower house of Parliament cleared the Bill on December 17, 2014 but the Bill is not yet notified by the Ministry of Corporate Affairs. The Bill brings in some relaxations-in-approval requirement for related party transactions by Audit committee and shareholders-for ease of doing business. Regards, CA U.N. Marwah For and behalf of the RNM Alert Editorial Board

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Page 1: RNM Alert VOL LXXII DECEMBER 2014 Alert VOL LXXII DECEMBER 2014.pdfa long way in attracting FDI into India. The Reserve Bank of India (RBI) has recommended to the Government a relaxation

All Rights of Circulation restricted

www.rnm.in

ISSUE NO.72 DECEMBER, 2014

RNM ALERT

Thinking of the Bottom Line – Think of Us

Dear Readers, I hope all of you had a good New Year break and are now rearing to move ahead in 2015 with positive thought and purpose. The new year has started on a positive note with the right noises being made by Indian Inc. and the members of the international community at the recently concluded Vibrant Gujrat 2015, which turned into a vote of confidence for the Modi Government’s pro-business policies. The support assured to global Big Business in the ease of Doing Business in India is likely to go

a long way in attracting FDI into India. The Reserve Bank of India (RBI) has recommended to the Government a relaxation in the exit valuation norms applicable to Foreign Investors in a particular case, along with advise that a larger ‘Policy Call’ be taken to extend the benefit to other such deserving cases. Such moves would help in attracting further FDI in the country and act as a reiteration of the Governments pro-business stance. The World Bank meanwhile expects that growth in India shall beat China by 2017. It has estimated in its Global Economic Prospects report India’s growth at 5.6% in FY2015, 6.4% in FY2016 and 7% each in FY2017 and FY2018, respectively. In the meantime, the expectation of an interest rate cut from RBI continues with the recent inflation numbers remaining muted. However, many experts believe that on the ground interest rates have already started softening even without rate cut with many banks reducing the lending rates. The Constitutional Amendment Bill relating to introduction of Goods Service Tax (GST) in India was introduced by the Honble Finance Minister in the Lok Sabha on December 19, 2014. Team RNM hopes that GST is brought in by 2016 as per the latest indications, which would greatly enhance trade and commerce. The Union Cabinet approved the introduction of the Companies (Amendment) Bill, 2014 (Bill) in Parliament on December 2, 2014 to make certain amendments in the Companies Act, 2013.-The lower house of Parliament cleared the Bill on December 17, 2014 but the Bill is not yet notified by the Ministry of Corporate Affairs. The Bill brings in some relaxations-in-approval requirement for related party transactions by Audit committee and shareholders-for ease of doing business.

Regards, CA U.N. Marwah

For and behalf of the RNM Alert Editorial Board

Page 2: RNM Alert VOL LXXII DECEMBER 2014 Alert VOL LXXII DECEMBER 2014.pdfa long way in attracting FDI into India. The Reserve Bank of India (RBI) has recommended to the Government a relaxation

Issue No. 72: December, 2014 Page 2 of 18

CONTENTS Direct Tax

- Case Laws - Deemed Dividend 4 - Profit & Gain from Business & Profession 4 - Capital Gain 4-5 - Unexplained Expenditure 5 - Transfer Pricing 5 - Assessment Proceeding 5 - Tax Deduction at Source 5 - Cash Loan 5 - Penalty Proceedings 6

Indirect Tax Service Tax

- Case Laws - Legal grounds can be raised for first time before commissioner 7 - Services received by SEZ prior to commencement of operations eligible for refund 7 - Free supply of diesel by service recipient isn’t includible in value of service 7 - No service tax leviable on value of goods mentioned separately in repair contracts 7 - Issue to determine an activity as ’Service’ would lie before Apex Court 7 - Issue whether service amount to export is appealable to SC 8 - Payment by foreign HO to Foreign service provider for its business couldn’t be taxed 8 - Pendency of audit, services recipient couldn’t be ground to reject VCES declaration 8 - Mere pleading of financial hardship without any documentary evidence 8

Page 3: RNM Alert VOL LXXII DECEMBER 2014 Alert VOL LXXII DECEMBER 2014.pdfa long way in attracting FDI into India. The Reserve Bank of India (RBI) has recommended to the Government a relaxation

Issue No. 72: December, 2014 Page 3 of 18

DIRECT TAX DIRECT TAX

Company Law Updates - Circular

- Amendment in Rules 9

RBI Updates - Circular - ODI by Indian party – Rationalization/Liberalization 10 - Foreign Exchange Management Regulations, 2000 – Exempt thereof 10 - Overseas Investment by AIF 10 - FDI in India – Review of FDI Policy 10-11 - FDI in India – Review of FDI Policy 11

Corporate Finance - Latest News

- Private Equity 12-13 - Mergers & Acquisition 14-15 - Venture Capital 15-16

Our Team 17

Page 4: RNM Alert VOL LXXII DECEMBER 2014 Alert VOL LXXII DECEMBER 2014.pdfa long way in attracting FDI into India. The Reserve Bank of India (RBI) has recommended to the Government a relaxation

Issue No. 72: December, 2014 Page 4 of 18

DIRECT TAX Case Laws Deemed Dividend Sec. 2(22)(e) - Sec 2(22)e is not attracted on Security deposit made in normal course of business. [Source: CIT vs. M/s Atul Engineering Udyog (Allahabad H.C), Income Tax Appeal No.223 Of 2011] Profit & Gain from Business & Profession Sec. 28 - Fee from leasing of hotel wasn't income from house property if lessee was doing hotel business in name of assessee. [Source: Tamil Nadu Tourism Development Corpn. Ltd. vs. DCIT, Tax Case Appeal No.341 & 342 of 2014 (Madras High Court)]

Sec. 37(1) - Purchases by account-payee cheque held sufficient to allow claim even if recipient couldn't be produced. [Source: CIT v. Sonar Construction (P) Ltd. [2014] 42 taxmann.com 80(Gujarat)] Sec.37 (1) - Non-compete fee to ex-MD is revenue expenditure. A payment has to be seen from the context of commercial and business expediency. If the outgoing expenditure is so inextricably linked or related to carrying on or conduct of the business, that is, it can be regarded as integral part of the profit earning process. [Source: ACIT vs. Clariant Chemicals (I) Ltd. (ITAT Mumbai), I.T.A No. 7428/Mum/2011] Sec.40 (a)(ia) - Second proviso is not retrospective & so payment of TDS before due date of ROI does not prevent disallowance. [Source: The Ramanthali Service Co-operative Bank Ltd. vs. ITO (ITAT Cochin), I.T.A No. 361/Coch/2012] Sec. 41(1) - Where the assessee continues to recognise credits as payable by him brought forward from year to year, provisions of section 41(1) cannot be invoked. [Source: Sudhir Budhiraja vs. ITO 166 DTR (Chd. ‘B’ (UO) 82] Sec.43 - Interest on FD was adjustable against cost of machinery if FD was required to get LC for import of machinery. [Source: Phoenix Lamps India Ltd. vs. CIT, I.T Appeal No. 2 of 2013]

Capital Gain Sec.50C - If the stamp duty valuation is higher than the consideration received, the AO must refer the valuation to the DVO even if there is no request by the assessee. [Source: Sunil Kumar Agarwal v. Commissioner of Income Tax – Siliguri – ITA no. 221 of 2013]

Page 5: RNM Alert VOL LXXII DECEMBER 2014 Alert VOL LXXII DECEMBER 2014.pdfa long way in attracting FDI into India. The Reserve Bank of India (RBI) has recommended to the Government a relaxation

Issue No. 72: December, 2014 Page 5 of 18

Sec.54 - Where the assessee having sold residential property, entered into an agreement with a builder within prescribed period of two years for purchase of flat payment of which was linked to stage of construction, assessee's claim for deduction under section 54 was to be allowed. [Source: CIT v. Kuldeep Singh [2014] 49 taxmann.com 167 (Delhi HC)]

Unexplained Expenditure Sec. 68 - Merely because creditor has deposited amount in his account a day prior to giving loan to assessee, same cannot be a reason for not accepting credit as genuine unless revenue doubts that the amount deposited by the creditor in his account is not from his own source. [Source: Sushila chudiwala vs. Income tax officer - ITA No. 1586/Mds/2014 & 1954/Mds/2014 dated16-Oct-2014]

Transfer Pricing Sec.92CA - Transfer Pricing: Updated information not available at the time of the TP study but available at the stage of assessment has to be considered by AO. [Source: ADIT vs. M/s I.M Technologies (ITAT Delhi), ITA No. 4655 & 4656/Del/2012]

Assessment Proceeding Sec.133A - A statement given u/s 133A(iii) is not on oath and can be retracted. Even a statement on oath does not create any estoppel and can be retracted. [Source: ITO vs. Vandana Properties (ITAT Mumbai), ITA Nos. 7398/Mum/2010]

Sec.147 - SC dismissed SLP against HC's order holding that reassessment not to be made after 4 years due to retro-amendment. [Source: CIT vs. Avadh Transformers Pvt. Ltd., [2014] 51 taxmann.com 369 (SC)]

Sec.147 - After the expiry of the time limit for issue of s. 143(2) notice, the AO has no jurisdiction to make a reference to the TPO. The TPO's report cannot form the basis for reopening the assessment. [Source: EXL India Business Services Pvt. Ltd vs. ACIT (ITAT Delhi)]

Tax Deduction at Source Sec. 194C – TDS u/s 194C attracted on contract of putting up hoarding. [Source: Madison Communication Pvt. Ltd. vs. Dy. CIT (ITAT Mumbai), ITA Nos. 4991 & 4992/M/13 & CO Nos. 207 & 208/M/14 ]

Sec. 194H - TDS not applicable on Charges for use of Swipe Machine paid to banks. [Source: JDS Apparels Private Limited vs CIT (Delhi High Court), Income Tax Appeal 608/2014 ]

Cash Loan Sec. 269SS - Provision of Section 269SS would apply to loan or deposit of money, and not mere Journal entries resulting in debit or credit. [Source: Commissioner of Income Tax vs. National Clothing Co. (Delhi HC)- ITA 221/2003 & 597/2005]

Page 6: RNM Alert VOL LXXII DECEMBER 2014 Alert VOL LXXII DECEMBER 2014.pdfa long way in attracting FDI into India. The Reserve Bank of India (RBI) has recommended to the Government a relaxation

Issue No. 72: December, 2014 Page 6 of 18

Penalty Proceedings Sec. 271(1)(c) - Where the return of income filed u/s 153A of the Act is accepted by the Assessing Officer, there will be no concealment of income and, consequently, penalty u/s 271 (1)(c) cannot be imposed. [Source: Sushil Kumar Trehan vs. DCIT, 2014 (12) TMI 513 - ITAT Delhi]

Sec.271(1)(c) & 273(2)(a) - Penalty cannot be mechanically levied. Cogent reasons have to be given. A.O cannot impose penalty merely on the ground of addition of certain amount, over and above the amount already declared by the assessee. [Source: Amrut Tubewell Company vs. ACIT (Gujarat H.C), Tax Appeal No. 128 of 2001]

Page 7: RNM Alert VOL LXXII DECEMBER 2014 Alert VOL LXXII DECEMBER 2014.pdfa long way in attracting FDI into India. The Reserve Bank of India (RBI) has recommended to the Government a relaxation

Issue No. 72: December, 2014 Page 7 of 18

INDIRECT TAX Service Tax

Case Law Legal grounds can be raised for first time before Commissioner (Appeals) as they aren't additional evidences Contention that 'assessee was not service-provider but was service-recipient' is not 'a piece of evidence', it is a 'pleading, a ground of appeal' and goes to root of jurisdiction; hence, same can be raised for first time before Commissioner (Appeals) and he cannot reject it citing Rule 5 of Central Excise (Appeals) Rules, 2001 [Source: Astron Polymers (P.)Ltd. v. Comm. of Cent. Ex. ,Delhi-IV [2014] 52 taxmann.com 372 (New Delhi - CESTAT)] Services received by SEZ prior to commencement of authorized operations are also eligible for refund Services received by SEZ prior to commencement of authorized operations also eligible for exemption/refund, if said service is necessary prior to actual manufacture or actual commencement of operation [Source: Commissioner of Service Tax v. Zydus Technologies Ltd. [2014] 52 taxmann.com 376 (Gujarat)]

Free supply of diesel by service recipient isn't includible in value of services Since rule 5(1) of Service Tax (Determination of Value) Rules, 2006 has already been struck down by Delhi High Court, hence, department cannot rely upon said rule to include cost of diesel supplied free by service recipient in value of services [Source: Naresh Kumar & Co. (P.) Ltd. v. Union of India [2014] 52 taxmann.com 370 (Calcutta)]

No service-tax leviable on value of goods mentioned separately in repair or maintenance contracts Where agreement between assessee and DVVNL incorporates separately value of goods or materials from value of services rendered, service tax cannot be levied on component of goods or materials [Source: Comm. of Cent. Ex., Agra v. Goverdhan Transformer Udyog (P.)Ltd. [2014] 52 taxmann.com 377 (Alhabd)]

Issue as to determine an activity as 'service' or its classification would lie before Apex Court and not High Court Issue whether a particular activity is 'service' or not; or whether, particular activity is classifiable under a particular heading of service or not, is question relating to 'rate of service tax or value of service' and cannot be raised before High Court; appeal would directly lie from order of Tribunal to Supreme Court [Source: Commissioner of Service Tax v. Saumya Construction (P.) Ltd. [2014] 52 taxmann.com 430 (Gujarat)]

Page 8: RNM Alert VOL LXXII DECEMBER 2014 Alert VOL LXXII DECEMBER 2014.pdfa long way in attracting FDI into India. The Reserve Bank of India (RBI) has recommended to the Government a relaxation

Issue No. 72: December, 2014 Page 8 of 18

Issue whether service amounts to export is appealable to SC; Delhi HC applies new provision inserted by FA, 2014 Issue 'whether assessee was engaged in export of services and whether service tax was payable' relates to levy of service tax and therefore, in view of section 35L(2) of Central Excise Act, 1944, same is appealable before Supreme Court, not High Court; issue of export rebate/refund is consequential [Source: Commissioner of Service Tax, New Delhi v. Menon Associates [2014] 52 taxmann.com 391 (Delhi)]

Payment by foreign HO to foreign service provider for its business couldn't be taxed in hands of Indian branch Payment made by foreign Head Office to foreign Service providers for services availed by Head Office for benefit of Head Office's business, cannot be taxed in hands of Indian Branch under reverse charge [Source: Thai Airways International Public Co. Ltd. v. Commissioner (Adjn), Central Excise, Delhi [2015] 53 taxmann.com 115 (New Delhi - CESTAT) (TM)]

Pendency of audit against service recipient couldn't be a ground to reject VCES declaration of assessee Where audit had been initiated at end of service recipient and on basis thereof, department asked assessee to pay service tax vide letter issued on or after 1-3-2013, same cannot be regarded as 'initiation of audit before 1-3-2013' against assessee; hence, assessee's declaration under VCES cannot be rejected [Source: Ovieya Builders v. Commissioner of Customs, Central Excise & Service Tax (Appeals), Coimbatore [2015] 53 taxmann.com 26 (Madras)]

Mere pleading of financial hardship without any documentary evidence won't lead to waiver of pre-deposit Pre-deposit cannot be waived on mere claim of financial hardship due to 'default by debtors and non-recovery' owing to global recession, sudden financial meltdown and financial crisis in US; assessee must file documentary evidence in support of its claim [Source: Artemis HR Services Cbe (P.) Ltd. v. Customs, Excise & Service Tax Appellate Tribunal, Chennai [2014] 52 taxmann.com 387 (Madras)]

Page 9: RNM Alert VOL LXXII DECEMBER 2014 Alert VOL LXXII DECEMBER 2014.pdfa long way in attracting FDI into India. The Reserve Bank of India (RBI) has recommended to the Government a relaxation

Issue No. 72: December, 2014 Page 9 of 18

COMPANY LAW UPDATES Circular/Notification/Guidance Amendment in Rules In exercise of the powers conferred by sub-sections (1) and (2) of section 469 and section 148 of the Companies Act, 2013 (18 of 2013), the Central Government hereby amends the Companies (Cost Records and Audit) Rules, 2014 and these rules may be called the Companies (Cost Records and Audit) Amendment Rules, 2014. [Source: Notification No. G.S.R. (E) dated 31st December, 2014]

Page 10: RNM Alert VOL LXXII DECEMBER 2014 Alert VOL LXXII DECEMBER 2014.pdfa long way in attracting FDI into India. The Reserve Bank of India (RBI) has recommended to the Government a relaxation

Issue No. 72: December, 2014 Page 10 of 18

RBI UPDATES Circular/Notification/Guidance Overseas Direct Investments by Indian Party – Rationalization / Liberalization In order to grant more flexibility to the Indian party, it has been decided to further liberalize certain regulations of Notification No. FEMA.120/RB-2004 dated July 7, 2004 [Foreign Exchange Management (Transfer or Issue of any Foreign Security) (Amendment) Regulations, 2004] (the Notification), as amended from time to time and the provisions under A.P. (DIR Series) Circular No. 96 dated March 28, 2012 as detailed under:

a) Creation of charge on shares of JV / WOS / step down subsidiary (SDS) in favour of domestic / overseas lender;

b) Creation of charge on the domestic assets in favour of overseas lenders to the JV / WOS / step down subsidiary;

c) Creation of charge on overseas assets in favour of domestic lender [Source: RBI/2014-15/371 A.P. (DIR Series) Circular No.54 dated 29th December, 2014] Foreign Exchange Management (Deposit) Regulations, 2000 - Exemption thereof With the objective of bringing all the multilateral organizations at par, for opening of accounts in India, the extant instructions have been reviewed and it has been decided to include in the exemptions, laid down in Foreign Exchange Management (Deposit) Regulation, 2000, issued vide Notification No. FEMA 5/2000-RB dated May 3, 2000 (as amended from time to time), deposits held in accounts maintained with an authorized dealer by any multilateral organization of which India is a member nation, and its subsidiary/affiliate bodies in India, and it’s or their officials in India. Accordingly, it is hereby informed that Reserve Bank has since amended the Principal Regulations through the Foreign Exchange Management (Deposit) (Amendment) Regulations, 2014 notified vide Notification No. FEMA. 327/2014-RB dated November 24, 2014 c.f. G.S.R. No. 879(E) dated December 9, 2014. [Source: RBI/2014-15/360 A.P. (DIR Series) Circular No.51 dated 17th December, 2014] Overseas Investments by Alternative Investment Funds (AIF) On a review, it has been decided to permit an Indian Alternative Investment Fund (AIF), registered with Securities and Exchange Board of India (SEBI), to invest overseas in terms of the provisions issued under the A.P. (DIR Series) Circulars No. 49 and 50 dated April 30, 2007 and May 04, 2007 respectively. [Source: RBI/2014-15/344 A.P. (DIR Series) Circular No.48 dated 09th December, 2014] Foreign Direct Investment (FDI) in India – Review of FDI policy – Sector Specific conditions- Railway Infrastructure Department of Industrial Policy and Promotion (DIPP) have now permitted 100% FDI in railway Infrastructure sector under automatic route subject to conditions. Accordingly, it has been decided to permit FDI in the following activities of the Railway Transport sector: “Construction, operation and maintenance of the following:

a) Suburban corridor projects through PPP, b) High speed train projects, c) Dedicated freight lines,

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Issue No. 72: December, 2014 Page 11 of 18

d) Rolling stock including train sets, and locomotives/coaches manufacturing and maintenance facilities,

e) Railway Electrification, f) Signaling systems, g) Freight terminals, h) Passenger terminals, i) Infrastructure in industrial park pertaining to railway line/sidings including electrified railway lines

and connectivities to main railway line and j) Mass Rapid Transport Systems.

Further, FDI beyond 49 of the equity of the investee company in sensitive areas from security point of view will be brought before the Cabinet Committee on Security (CCS) for consideration on a case to case basis.” [Source: RBI/2014-15/341 A.P. (DIR Series) Circular No.47 dated 08th December, 2014] Foreign Direct Investment (FDI) in India – Review of FDI policy –Sector Specific conditions- Defence Department of Industrial Policy and Promotion (DIPP) has now provided a list of defence items as finalized by Department of Defence Production, Ministry of Defence and has clarified that items not in the list would not require industrial license for defence purposes. Dual use items, having military as well as civilian applications, other than those specially mentioned in the list, would also not require Industrial License from Defence angle. Department of Defence Production, Ministry of Defence, has finalized the ‘Security Manual for Licensed Defence Industry’. Further, on a review, effective from August 26, 2014, foreign investment i.e. FDI, FIIs, RFPIs, NRIs, FVCIs and QFIs upto 49% under government route shall be permitted in defence sector subject to the conditions specified in the Press Note 7 (2014 Series) dated August 26, 2014. Portfolio investment (RFPI/FII/NRI/QFI) and FVCI investment will not exceed 24% of the total equity of the investee company. Portfolio investment will be under automatic route. The listed investee company engaged in defence sector, in accordance with the guidance provided by the Press Note 7 (2014 Series), shall immediately allocate limits for portfolio investment for RFPI (including QFI and FII), NRI (not exceeding 10%) and FVCI within the default portfolio investment limit of 24% being permitted now and approach Reserve Bank, Central Office, Foreign Investment Division, Mumbai so that allocated limits can be monitored by the Reserve Bank. [Source: RBI/2014-15/340 A.P. (DIR Series) Circular No.46 dated 08th December, 2014]

Page 12: RNM Alert VOL LXXII DECEMBER 2014 Alert VOL LXXII DECEMBER 2014.pdfa long way in attracting FDI into India. The Reserve Bank of India (RBI) has recommended to the Government a relaxation

Issue No. 72: December, 2014 Page 12 of 18

CORPORATE FINANCE

Latest News Private Equity Kedaara Capital buys a stake in Jaipur-based NBFC AU Financiers Private equity firm Kedaara Capital has struck its second investment by picking a minority stake in Rajasthan-based non-banking finance company Au Financiers (India) Ltd for an undisclosed amount, according to a press release [Source: VCCircle, Dec 24, 2014] Goldman Sachs invests $40M in Vatika Group's hospitality arm Global financial services giant Goldman Sachs has invested Rs 255 crore ($40 million) through an equity deal in Vatika Hotels, the hospitality arm of Gurgaon-based developer Vatika Group, the company said in a statement. [Source: VCCircle, Dec 23, 2014] Narayana Health raising around $50M in pre-IPO round from CDC Group Devi Shetty-promoted Narayana Hrudayalaya Pvt Ltd is raising around Rs 300 crore (around $47.5 million) from UK-based development finance institution (DFI), CDC Group plc in a pre-IPO round. [Source: VCCircle, Dec 23, 2014] Ratan Tata-backed healthcare service provider Swasth India plans fundraise Swasth India, a Mumbai-based healthcare service provider in which Tata Sons chairman emeritus Ratan Tata has invested Rs 2 crore, is looking to raise $2 million (Rs 12 crore) to expand its footprint across the country. It aims to expand footprint by adding 100 centres across the country by 2017. [Source: VCCircle, Dec 18, 2014] Gurgaon-based developer ILD raises $27M from Piramal Fund Gurgaon-based realty player International Land Developers (ILD) has raised Rs 175 crore ($27 million) from Piramal Fund Management, the private equity arm of Piramal Group [Source: VCCircle, Dec 17, 2014] Sequoia Capital invests $10M in Indigo Paints Venture capital firm Sequoia Capital has invested $10 million (Rs 60 crore) in Pune-based decorative paints manufacturer Indigo Paints. This is the first venture capital deal in the decorative paints market. [Source: VCCircle, Dec 18, 2014] JLL Segregated Funds Group invests $3M in Plaza Group's Chennai project Jones Lang LaSalle Segregated Funds Group, the real estate private equity arm of consultancy firm JLL, has invested Rs 20 crore ($3 million) in a residential project of Chennai-based developer Plaza Group [Source: VCCircle, Dec 18, 2014] Carlyle group invests $32.8M in Newgen KnowledgeWorks for majority stake

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Issue No. 72: December, 2014 Page 13 of 18

Global alternative asset manager Carlyle Group has invested $32.8 million (over Rs 201 crore) to acquire a 54.85 per stake Chennai-based Newgen KnowledgeWorks Private Limited, a provider of publishing and technical services for many prestigious publishers in the US, the UK and Europe [Source: VCCircle, Dec 8, 2014] Piramal Enterprises invests around $10M in KMB Estates' project in Bangalore Diversified business conglomerate Piramal Enterprises Ltd has invested around Rs 60 crore (around $10 million) for the development of a residential-cum-commercial project in Bangalore by realty firm KMB Estates. [Source: VCCircle, Dec 8, 2014] BlackSoil Realty deploying $8M across two deals in Mumbai BlackSoil Realty Fund – I, the maiden residential real estate focused fund of BlackSoil Realty Investment Advisors, is deploying roughly Rs 50 crore ($8 million) across two special purpose vehicle (SPV) level deals in Mumbai [Source: VCCircle, Dec 2, 2014] PremjiInvest seals $10M apartment bulk-buying deal with realtor Total Environment PremjiInvest, the private investment arm of Wipro chairman Azim Premji, has sealed an apartment bulk-buying deal with Bangalore-based developer Total Environment, making what would be its first publicly known real estate investment. [Source: VCCircle, Dec 2, 2014]

Page 14: RNM Alert VOL LXXII DECEMBER 2014 Alert VOL LXXII DECEMBER 2014.pdfa long way in attracting FDI into India. The Reserve Bank of India (RBI) has recommended to the Government a relaxation

Issue No. 72: December, 2014 Page 14 of 18

Merger & Acquisition Girish Patel's Sterling Hospitals on the block Gujarat-based healthcare provider Sterling Addlife India Ltd, which operates a chain of hospitals under Sterling Hospitals’ banner, is on the block as promoters look to exit seeking a valuation up to Rs 600 crore. Buyout specialist Actis sold its 82 per cent stake in Sterling to promoter Girish Patel last year. [Source: VCCircle, Dec 24, 2014]

Singapore's sovereign fund GIC buying 39.2% of Mumbai IT park co Nirlon for over $100M In a rare control-styled transaction by a sovereign wealth fund, Singapore's GIC has struck a deal to acquire a significant minority stake in public listed IT park owner Nirlon Ltd for Rs 660-784 crore ($105-124 million) and has made an open offer to buy more which could cost it as much as an additional Rs 568 crore ($90 million) [Source: VCCircle, Dec 24, 2014]

UltraTech to acquire two cement units from Jaiprakash Associates for $853M UltraTech Cement Ltd has struck a deal to acquire two units of Jaiprakash Associates Ltd located in Madhya Pradesh at an enterprise valuation of Rs 5,400 crore ($853 million). The deal will help UltraTech, the single-largest cement firm in the country in terms of capacity, to consolidate its lead over Swiss construction materials giant Holcim, which controls Ambuja Cements and ACC, two of the top four cement firms in the country. [Source: VCCircle, Dec 24, 2014] Zomato acquires Italian online restaurant listing startup Cibando Restaurant and event-listing site Zomato.com, owned and operated by Gurgaon-based Zomato Media Pvt Ltd, has acquired Italy-based web and mobile restaurant search services startup Cibando Ltd. for an undisclosed sum. [Source: VCCircle, Dec 24, 2014] Telstra Health buys business of Chennai-based e-health solutions firm IdeaObject Telstra Health, the e-health business unit of Australia’s telecom firm Telstra Corp., has acquired the business of Chennai-based health software solutions provider, IdeaObject Software Pvt Ltd, for an undisclosed amount. [Source: VCCircle, Dec 24, 2014] India Value Fund, Star sell Radio City to Jagran Prakashan Blackstone-backed media giant Jagran Prakashan has forayed into the radio segment with the acquisition of Music Broadcast Private Limited (MBPL), which runs an FM radio channel Radio City [Source: VCCircle, Dec 24, 2014] Tata Power to acquire Nagpur-based Ideal Energy Projects

Page 15: RNM Alert VOL LXXII DECEMBER 2014 Alert VOL LXXII DECEMBER 2014.pdfa long way in attracting FDI into India. The Reserve Bank of India (RBI) has recommended to the Government a relaxation

Issue No. 72: December, 2014 Page 15 of 18

India's largest private sector power producer Tata Power Co Ltd has entered into a share purchase agreement to acquire 100 per cent stake in Ideal Energy Projects that owns a 540 MW of thermal power project in Nagpur district of Maharashtra, as per a stock market disclosure. Financial details of the deal [Source: VCCircle, Dec 10, 2014] Sahara group sells Gurgaon land to M3M India for $195M Sahara group on Thursday sold a big land parcel in Gurgaon near here for Rs 1,211 crore to realty firm M3M India Ltd. The group is also believed to have clinched deals for sale of two more land parcels (one in Vasai, Mumbai and another in Jodhpur, Rajasthan) for over Rs 1,250 crore, while talks are in the final stages for sale of a Pune land tract [Source: VCCircle, Dec 04, 2014]

Venture Capital Online meal delivery startup SpoonJoy gets funding from Flipkart co-founder, others Bangalore-based Emvito technologies Pvt Ltd, which operates under the brand SpoonJoy, a subscription-based online platform that allows office goers and other consumers to order meal packs such as set cut-fruit packs, has received an undisclosed amount in funding from Flipkart co-founder and CEO Sachin Bansal and chief product officer Mekin Maheshwari. Sahil Barua, co-founder of Delhivery, and Abhishek Goyal, founder of Tracxn, also participated in the round. [Source: VCCircle, Dec 30, 2014] Online education startup SuperProfs.com raises $3M in Series A from Kalaari, IDG Ventures Bangalore-based Aurus Network Pvt Ltd, the company behind SuperProfs.com, an online platform that connects students preparing for various competitive exams with professors, has secured Rs 18 crore (about $3 million) in its Series A round of funding from Kalaari Capital and IDG Ventures India. The funds will be used to add more courses to its platform, in addition to expanding operations across India.

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Issue No. 72: December, 2014 Page 16 of 18

[Source: VCCircle, Dec 29, 2014] E-com portal for medicines and medical products BookMEDS raises $100K in seed funding Hyderabad-based Zibew E-Commerce Pvt Ltd, which operates under the brand BookMEDS, an e-commerce platform for medicines and medical products, has raised $100,000 (Rs 63 lakh) in seed funding from Fabella Singapore Pvt Ltd, an investment firm founded by Krish Datta, former president (Southeast Asia and emerging markets) at SAP. [Source: VCCircle, Dec 29, 2014] Housing.com raises $90M from SoftBank, Falcon Edge, others Real estate listing portal Housing.com, owned and operated by Mumbai-based Locon Solutions Pvt Ltd, has secured $90 million in fresh funding, led by Japanese telecom and internet giant SoftBank Corp., with participation from New York-based hedge fund Falcon Edge Capital and existing investors [Source: VCCircle, Dec 16, 2014] Real-time hotel distribution management startup RezNext raises $5M from NEA Bangalore-based RezNext Global Solutions Pvt Ltd, a startup that offers real-time distribution management solutions for hotels, has secured $5 million in funding from New Enterprise Associates (NEA) [Source: VCCircle, Dec 08, 2014]

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Issue No. 72: December, 2014 Page 17 of 18

Our Team

CA Annu Garg Assistant Manager – Internal Audit: Annu after completing her Graduation from

Maharishi Dayanand University in 2012 qualified her CA finals in May 2014. She got vast

exposure in Internal Audit in her articleship training from R Gopal & Associates, CA

Firm. Post Articleship she joined same firm for more exposure in Internal Audit. Annu

joined team RNM as an Assistant Manager – Internal Audit in January 2015.

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Issue No. 72: December, 2014 Page 18 of 18

HEAD OFFICE: CA. U.N. Marwah, Managing Partner 4/80, Janpath New Delhi-1100 01 (India) Tel: +91-11-43192000 Fax: +91-11-43192021 E-mail: [email protected] BRANCH OFFICE: CA. Rathna Kumar 813 Oxford Towers, 139 Airport Road, Bangalore-560 008 E-mail: [email protected] AFFILIATE OFFICES: Mumbai CA. Ashish Bairagra, F11, 3rd Floor, ManekMahal, 90 Veer Nariman Road, Church Gate, Mumbai-400 020

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R N Marwah & Co LLP (hereafter referred as RNM) has taken due care and caution in compilation and presenting factually correct data contained herein above. While RNM has made every effort to ensure that the information /data being provided is accurate, RNM does not guarantee the accuracy, adequacy or completeness of any data/information in this newsletter and the same is meant for the use of the recipient and not for circulation. Readers are advised to satisfy themselves about the merits and details of each article and the information contained therein, before taking any decision. RNM does not hold themselves liable for any consequences, legal or otherwise arising out of the use of any such information/data and further states that it has no financial liability whatsoever to the recipient/readers of this newsletter. RNM nor any of its partners/employees/representatives do not accept any liability for any direct or consequential loss arising from the use of information /data contained in this newsletter or any information /data generated from this newsletter. Any dispute arising in future shall be, subject to the court(s) at Delhi.