JAIPURIA INSTITUTE OF MANAGEMENT LUCKNOW

PROJECT ON BUSSINESS PORTFOLIO OF INVESTMENT BANK

Submitted toSubmitted by-

Ms. Neha Abhineet Narayan(150)

Supriya Shikha Bhandari(132) Punit Singh (fs-34) Ranjana Singh(fs-35)

Utkarsh Pratap Singh (174)

INVESTMENT BANKING
An investment bank is a financial institution that assists individuals, corporations and governments in raising capital by underwriting and/or acting as the client's agent in the issuance of securities. An investment bank may also assist companies involved in mergers and acquisitions, and provide ancillary services such as market making, trading of derivatives, fixed income instruments, foreign exchange, commodities, and equity securities. There are two main lines of business in investment banking. Trading securities for cash or for other securities (i.e., facilitating transactions, market-making), or the promotion of securities (i.e., underwriting, research, etc.) is the "sell side", while dealing with pension funds, mutual funds, hedge funds, and the investing public (who consume the products and services of the sell-side in order to maximize their return on investment) constitutes the "buy side". Many firms have buy and sell side components. An investment bank can also be split into private and public functions with a Chinese wall which separates the two to prevent information from crossing. The private areas of the bank deal with private insider information that may not be publicly disclosed, while the public areas such as stock analysis deal with public information. An advisor who provides investment banking services in the United States must be a licensed broker-dealer and subject to Securities & Exchange Commission (SEC) and Financial Industry Regulatory Authority (FINRA) regulation.

Definition of Investment Bank

A financial intermediary that performs a variety of services. This includes underwriting, acting as an intermediary between an issuer of securities and the investing public, facilitating mergers and other corporate reorganizations, and also acting as a broker for institutional clients.

The role of the investment bank begins with pre-underwriting counseling and continues after the distribution of securities in the form of advice

INTRODUCTION
Kotak Investment Banking is a subsidiary of Kotak Mahindra Bank Limited, one of Indias leading banking and financial services organizations with a consolidated net worth of Rs 11,893 crore (approx US$ 2.4 billion) as on September 30, 2011. Kotak Investment Banking offers the complete breadth and depth of high-quality financial advisory services and capital market solutions to domestic and multinational clients across sectors. Our services include Equity and Debt Capital Market issuances, M&A Advisory, Private Equity Advisory, Restructuring and Recapitalization services, and Infrastructure Advisory & Fund Mobilization. The firm has a deep understanding and strong domain knowledge of all major industry sectors through a team of dedicated sector experts. STRENGTHS A solid reputation for unmatched advisory services and deal execution skills, which is reflected in our continued leadership on the league tables for both Equity offerings and M&A transactions An in-depth understanding of the local market and intimate knowledge of industry verticals through dedicated sector experts Our values focused on maintaining the highest ethical standards and our approach in always keeping our clients interests first The ability to leverage the Groups intellectual capital and wide-ranging experience to customize innovative solutions for our clients

Strong relationships with all the leading business houses in India cultivated through several years of client servicing

Kotak Investment Banking affiliates in USA and UK were the first Indian owned companies to register with FINRA (formerly NASD) in the US and the Financial Services Authority (FSA) in the UK. The firm is also a member of the National Stock Exchange of India, wherein it executes, clears and settles cash, futures and options transactions for clients.

SERVICES OFFERED

Equity Capital Markets Mergers and Acquisitions Private Equity Advisory Restructuring Advisory Infrastructure Advisory

Equity Capital Markets

Kotak Investment Banking, a pioneer and leader in the equity capital markets, has worked on the development of some of the most path-breaking innovations in the Indian capital markets including the introduction of book building in public offers and the introduction of Qualified Institutional Placements (QIPs) in India. The firm has a strong track record of managing several industry-defining deals and has been the book runner for some landmark government disinvestments.

Key Recent Deals

In FY2011, Kotak Investment Banking was the lead manager to twelve out of the twenty six Initial Follow on Public Equity Offerings (above Rs. 2.5 billion) accounting for ~ 62% of the total money raised in these offerings. We have helped companies raise over Rs 350 billion in the domestic markets during FY2011 Some of our recent transactions include:

IPOs

Muthoot Finance: In 2011, Book Running Lead Manager, Rs. 9 bn Future Ventures: In 2011, Book Running Lead Manager, Rs. 7.5 bn Coal India: In 2010, Book Running Lead Manager, Rs. 152 bn Jaypee Infratech: In 2010, Book Running Lead Manager, Rs. 22.3 bn SKS Microfinance: In 2010, Book Running Lead Manager, Rs. 16.3 bn DB Realty: In 2010, Book Running Lead Manager, Rs. 15 bn Prestige Estates Projects: In 2010, Book Running Lead Manager, Rs. 12 bn Oberoi Realty: In 2010, Book Running Lead Manager, Rs. 10.3 bn

FPOs
Tata Steel: In 2011, Book Running Lead Manager, Rs. 34.8 bn NMDC: In 2010, Book Running Lead Manager, Rs. 99.3 bn NTPC: In 2010, Book Running Lead Manager, Rs 84.8 bn Rural Electrification Corporation: In 2010, Book Running Lead Manager, Rs 35.3 bn

QIPs
M&M Financial Services: In 2011, Book Running Lead Manager, Rs. 4.3 bn Adani Enterprises: In 2010, Joint Global Coordinator and Book Running Lead Manager, Rs. 40 bn Bharat Forge: In 2010, Joint Global Coordinator and Book Running Lead Manager - first-ever simultaneous yet unlinked issuance of Equity and NonConvertible Debentures + Warrants in India, Rs 6.2 bn Godrej Consumer Products: In 2010, Book Running Lead Manager, Rs. 5.3 bn Strides Arcolab: In 2010, Book Running Lead Manager, Rs. 4.6 bn Jubilant Organosys: In 2010, Book Running Lead Manager, Rs. 3.9 bn Jyothy Laboratories: In 2010, Book Running Lead Manager, Rs. 2.3 bn

Mahindra Forgings: In 2010, Book Running Lead Manager, Rs. 1.8 bn HDFC: In 2009, Book Running Lead Manager - QIP of NCD with Detachable Warrants, Rs. 43 bn Housing Development & Infrastructure: In 2009, Joint Global Coordinator and Book Running Lead Manager, Rs. 16.9 bn GVK Power & Infrastructure: In 2009, Joint Global Coordinator and Book Running Lead Manager, Rs. 7.2 bn Cipla: In 2009, Global Coordinator and Book Running Lead Manager, Rs. 6.8 bn LIC Housing Finance: In 2009, Global Coordinator and Book Running Lead Manager, Rs. 6.6 bn PTC India: In 2009, Joint Global Coordinator and Book Running Lead Manager, Rs. 5 bn Nagarjuna Construction Company: In 2009, Global Coordinator and Book Running Lead Manager, Rs. 3.7 bn

Landmark Transactions

Coal India: Largest IPO in India till date, Rs 152 bn SKS Microfinance: First ever Initial Public Offer by a Microfinance Company in India Bharat Forge: First ever simultaneous yet unlinked Issuance of Equity and NCD + Warrants through a Qualified Institutional Placement NTPC: First FPO under alternate book building route Standard Chartered: First ever issuance of Indian Depository Receipts (IDRs) HDFC: First ever QIP of NCD with detachable warrants State Bank of India: Largest ever Equity Issuance in India, Rs. 167 bn DLF: Largest Real Estate IPO in India till date, Rs. 91.9 bn Adani: Largest QIP transaction till date, Rs. 40.0 bn

Hughes Software Systems: First Book Built IPO Maruti: First French Auction in Asia HCL: First issue under 10% dilution guidelines Maruti: First Book Built IPO with stand by underwriting; IFR Deal of the Year

Mergers and Acquisitions

Kotak Investment Banking has demonstrated its leadership in M&As by successfully advising on some of the largest and most complex M&A transactions of every type in India. The team has a wealth of experience and offers in-depth M&A advisory expertise and deal execution skills across a broad spectrum of products & services. Kotak Investment Banking has significant experience in all types of M&A transactions including acquisitions, divestments, cross border transactions, restructuring advisory, buybacks, defence strategy advisory and open bidding.

Key Recent Deals

Some of Kotak Investment Banking recent deals are given below

Buy-side Transactions
Sumitomo Corporation: In 2011, Acquisition of minority stake in VA Tech Wabag by Sumitomo Corporation Bombay Stock Exchange: In 2010, exclusive advisor to BSE for acquisition of majority control in CDSL

Mahindra: In 2010, exclusive advisor to M&M Limited for acquisition of ~5.5% stake in Tech Mahindra Limited from BT Telecommunication, US$ 101 mn Cipla: In 2010, exclusive advisor to Cipla Limited for acquisition of Meditab Private Limited, US$ 29 mn Tech Mahindra: In 2009, Tech Mahindra acquired Satyam Computer Services for US$ 591 mn. Kotak provided the entire suite of services from advisory and financing to execution and open offer management

Sell-side Transactions
Ispat Industries: In 2010, exclusive financial advisor to Ispat Industries for strategic stake sale to JSW Steel through a preferential issue of shares, US$ 480 mn Kotak Mahindra Bank: In 2010, Financial Advisor for preferential allotment of 4.5% stake by Kotak Mahindra Bank to SMBC, a unit of Sumitomo Mitsui Financial Group, US$ 297 mn Cipla: In 2010, exclusive financial advisor to Cipla for sale of all Intellectual property rights in India related to Ciplas "i-pill" brand to Piramal Healthcare for an aggregate consideration of US$ 21 mn

Restructuring Transactions
Orient Paper & Industries Limited: In 2011, Exclusive Restructuring Transaction Advisor to Orient Paper & Industries Limited for the demerger of cement business Jubilant Organosys: In 2010, Business Restructuring and Fairness Opinion DLF: In 2009, transaction advisor and independent valuer for the integration of promoter held Caraf Builders & Constructions Private Limited (along with DLF Assets Private Limited - DAL) with DLF Cyber City Limited, a wholly owned subsidiary of DLF Reliance: In 2009, in the largest-ever M&A transaction in the history of corporate India, Kotak acted as transaction advisor for the amalgamation of Reliance Petroleum Limited with Reliance Industries Limited in a US$ 1752 mn deal Godrej Consumer Products: In 2009, transaction advisor and provider of fairness opinion for the consolidation of Godrej Groups FMCG business into Godrej Consumer Products Ltd. Deal size worth US$ 160 mn

Cross-Border Transactions
SBS Holdings: In 2011, SBS Holdings Inc acquired 80% stake in Atlas Logistics Limited. Kotak Investment Banking and GCA Savvian (our alliance partner) jointly advised SBS Holdings on the transaction. Tube Investments of India: In 2010, Tube Investments of India (TII), a Murugappa Group company, acquired 77% stake in Sedis, a leading European manufacturer of industrial and auto chains based out of France. Kotak Investment Banking was the exclusive financial advisor to TII CRH: In 2008, managed the entry of buildings materials major, CRH, into India by acquiring a 50% stake in My Home Industries for US$ 448 mn

Open Offers /Delisting Transactions

iGate: In 2011, manager to the open offer for Patni Computer Systems Limited consequent to acquisition of controlling stake, US$ 303 mn Camlin Ltd: In 2011, manager to the Open offer for Camlin Limited consequent to acquisition of controlling stake by Kokuyo Group, US$ 36 mn Tyco Electronics: In 2011, managed the Open offer for ADC Telecommunications Limited pursuant to global acquisition of ADC by Tyco Religare Enterprises: In 2010, managed Religare Enterprises open offer, US$ 465

Landmark Transactions
Kokuyo - Camlin: Joint Venture between Kokuyo Ltd. and Camlin Ltd Ispat Industries: Preferential Issue of Equity Shares to JSW Steel; First of its kind partnership between two domestic steel majors (US$ 480 mn) Zee: Zee Entertainment Enterprises Limited acquired 6 regional channels from Zee News Limited Tech Mahindra: Acquisition of control of Satyam Computer Services Limited by Tech Mahindra Limited through a competitive bidding process, US$ 591 mn Reliance Industries and Reliance Petroleum: Largest ever M&A transaction in the history of Corporate India, US$ 9.4 bn*

Mahindra & Mahindra: Acquisition of 51% stake by M&M in Chinas 3rd largest tractor company Wal-Mart: Entry of Wal-Mart into India and JV with Bharti Group Bombay Stock Exchange: First and only demutualization of stock exchange in India, US$ 500 mn Anchor - Panasonic: Largest Japanese investment in India at the time of the deal, US$ 480 mn Hutch - Vodafone: Largest telecom M&A transaction at the time of the deal, US$ 10,829 mn

Private Equity Advisory

Formed in 2005, the Financial Sponsors Group (FSG) provides the full suite of investment banking advisory & execution services to leading global & domestic private equity, sovereign, venture, buyout, mezzanine and hedge fund clients. Primarily, FSG helps its clients identify, evaluate and tap investment & exit opportunities, while leading all aspects of deal structuring and negotiations (buyside advisory). The team also provides independent advisory services to unlisted & listed companies looking to raise capital from funds (sellside advisory).

FSG is a trusted advisor to most leading funds investing into India and takes a relationship rather than a deal specific approach to building and nurturing its relationships. The team also helps its fund clients & corporates leverage the vast sector & technical product expertise of the wider Kotak Investment Banking and Kotak Group platform.

Key Recent Deals

Kotak Investment Banking has worked with some of the leading names in private equity. Ujjivan Financial Services: In 2012, exclusive advisor to Ujjivan Financial Services for private equity investment by Wolfensohn Capital Partners and Netherlands Development Finance Company (FMO), US$ 26 mn Super Religare Laboratories: : In 2011, financial advisor for private equity investment in Super Religare Laboratories by Avigo and Sabre Capital, US$ 30 mn Muthoot Finance: In 2010, Financial advisor for private placement to Matrix Partners and Kotak Private Equity The Mobile Store: In 2010, Exclusive advisor for private placement of shares to IL&FS Private Equity, US$ 22 mn Keystone Realtors (Rustomjee): In 2009, Financial advisor for entity level private equity by Sun Apollo India Real Estate, US$ 60 mn FIITJEE: In 2009, Exclusive advisor for private placement of shares to Matrix Partners, US$ 20 mn Mahindra & Mahindra: In 2008, Exclusive advisor for private placement of 3.68% stake to Goldman Sachs, US$ 175 mn Mahindra & Mahindra Financial Services: In 2008, Exclusive advisor for preferential allotment to TPG Axon Capital and Standard Chartered Private Equity, US$ 104 mn Allcargo Global Logistics: In 2008, Financial advisor for investment by the Blackstone Group, US$ 80 mn

Restructuring Advisory
The Recapitalization and Restructuring group provides the complete array of advisory solutions for corporates in financial difficulty.

Led by an experienced team with a proven track record in restructuring advisory, the firms expertise in understanding client needs in detail helps in designing innovative, customized & timely solutions and effectively implementing them.
The team specializes in:

Financial Restructuring / One Time Settlement through Bilateral negotiations / Corporate Debt Restructuring mechanism / Board for Industrial and Financial Restructuring platform / Restructuring under High Court route with lenders Business and Corporate restructuring through demerger, hive-offs and subsidarisation Unlocking value from non core assets Sourcing and arranging Private and Institutional Equity for distress companies Sourcing and placing Private and Institutional Debt for distress companies Alternative sources of capital convertibles, mezzanine funding etc Family Dispute Settlement Strategize, design and execute amicable solutions in relation to property, assets and businesses Equity / Debt resolution Emphasis on shareholders right and assistance of regulatory bodies to resolve equity investments Resolution through legal remedies, security enforcement and encashment in debt

Key Deals
Some of the most complex restructuring transactions undertaken include:

In 2008, sole advisor to a leading plywood company for its restructuring and recapitalization. The banking community comprising 15 lenders recovered more than Rs. 1.5 bn from a sick company, which was unable to meet its obligations for the previous seven years. In addition, advised the company for raising finance to meet past liabilities and recommence operations In 2008, recapitalization of a chemical and logistics company with over Rs. 4 bn of debt, involving more than 15 lenders. Kotak was the sole advisor for the recapitalization transaction
In 2007, sole advisor to an emerging North India-based hospitality company for structuring the transaction with the investor In 2006, acted as an advisor to one of the highly reputed names in the FMCG industry and worked out a family dispute settlement In 2006, one of the leading players in the exterior paints industry was in deep stress with debt in excess of Rs. 2 bn and an asset value of Rs. 0.40 bn. Kotak was the exclusive advisor to the company for its restructuring and recapitalization leading to its turnaround In 2006, sole advisor to a leading machine tool manufacturing company saddled with debt of approx Rs. 8 bn mainly due to delay in project execution and arranging working capital funds. Kotak acted as sole advisor to the company for a settlement with large public sector banks and NBFCs In 2001, sole advisor to a NBFC group to resolve a corporate dispute with two leading Indian corporate

Infrastructure Advisory
Kotak Investment Banking has formed a dedicated Infrastructure Group to provide the entire gamut of investment banking solutions to public and private sector corporates across sectors like

Power (Generation & Associated Coal Mining, Transmission and Distribution), Transportation (Roads, Seaports, Airports & Railways), Urban Infrastructure (Car Parks and Water & Sewerage etc) and Urban Transportation (MRTS, LRTS, Hi-Speed Rail Links). The infrastructure team has over 50 years of collective experience in the Infrastructure space and comprises professionals with a strong background in project level advisory, investment banking, resource mobilization, and development of infrastructure projects.

Key Recent Deals

BS Ispat Limited: In 2011, Oriental Iron Casting Limited, a subsidiary of OCL Iron & Steel Limited (OISL), acquired 100% stake in BS Ispat Limited. BS Ispat Limited is developing a 450 MW power plant, two captive coal blocks with capacity of ~70 million tonnes of coal and an associated sponge iron plant in the state of Maharashtra. OISL is a part of the Amtek Group, which is a leading global manufacturer of automotive components and assemblies with production facilities located across North America, Europe & Asia. Kotak Investment Banking was the exclusive advisor to the promoters of BS Ispat Ltd for the transaction. GVK Energy Debt Mobilization for acquisition of Hancock Mines: In 2011, GVK Coal Developers (Singapore) Pte Ltd (promoted by GVK Group) successfully raised debt of USD 1 bn for part financing the acquisition of Hancock Mines in Australia. The Kotak Mahindra group along with a consortium of public sector banks arranged USD 500 mn out of the total USD 1 bn debt for the transaction. The fund raise is one of the largest acquisition financings by Indian banks for an overseas mineral resource asset. Kalpan Hydro (Mauritius): In 2011, Neptune Infra Company Pte Limited acquired 100% stake in Kalpan Hydro Company (Mauritius). KHC is an aggregator of hydro power assets with operations in India. Kotak Investment Banking was the exclusive advisor to the promoters of Kalpan Hydro Company (Mauritius) for the transaction. Tuticorin Coal Terminal Private Limited (TCTPL): In 2011, TCTPL (promoted by ABG LDA Bulk Handling Pvt. Ltd.) successfully raised debt of Rs. 3,280 mn for part financing the North Cargo Berth-II Project at Tuticorin Port, including both funded (RTL) and non-funded (BG) facilities. The Kotak Mahindra group along with a public sector bank arranged the entire debt for the transaction. The debt was syndicated at a competitive interest rate at a time of high interest rate environment and liquidity crunch. GMR Energy: In 2010, exclusive financial advisor for investment of Rs 9.3 bn by Claymore Investments (Mauritius) Pte. Ltd (a wholly owned subsidiary of Temasek Holdings) through compulsorily cumulative convertible preference shares. The deal is

one of the largest private equity investments in Indias power sector and is Temaseks first investment in the power generation sector in India.

Industry Coverage
Automobiles & Auto Components Banking & Financial Services Chemicals Construction Consumer Emerging Sectors Healthcare & Pharmaceuticals Industrials & Engineering Infrastructure Materials Media & Entertainment Real Estate Resources Retail Technology Telecom Transportation & Logistics

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