Darashaw Co Ltd

Corporate Profile

February , 2011

Arrangement of Ideas

Darashaw - A Brief Profile

Strategic Businesses @ Darashaw

Darashaw Investment Banking Model and Credentials

Darashaw-Avante Garde in Debt Investments

Strictly Private & Confidential | For Intended Recipients Only | © 2011 Darashaw & Co. Pvt. Ltd. | India

Brief Bio

Founded in 1926, DARASHAW is one
of India’s leading and most reputed
Financial Services Group

Introduced India’s former Princely
States to the Capital Markets

First broker to RBI on it’s inception

SEBI Accredited Merchant Banker-I
and Portfolio Manager

Memberships in Five Stock Exchanges
including NSE and BSE

Foray into BPO/KPO space, by
acquiring a majority stake in Tata Pan India Presence
Share Registry


Growth Trajectory

1991 1997 2001 2005 2006
Retirement Technical Consultancy Acquisition of Overseas office
Benefits Team Research Team Team ‘Tata Share at Singapore
Registry Ltd’

MILESTONES

2006
1994 2001 2003 Set up Satellite offices at
Investment Private Fundamental Hyderabad, Ahmedabad,
Banking Team Client Group Research Team Chandigarh, Bhubaneshwar


Key Relationships

Central & State Governments Banks , FIs , Corporates and PSUs

- The Tata Group, Essar Group, Infosys, Mahindra
- Ministry of Labor, Power & Finances- GoI
and Mahindra
- State Government – AP, Maharashtra, Goa, - PSU – PFC, NPC, PGC, NTC, NHPC, NHPC etc.
Gujarat, Chhatisgarh & Karnataka
- All the Major Public & Private Sector Banks

“A Trusted Advisor for Governments for “Knowledge Driver”
various business areas”

Government Bodies Regulatory Bodies

- Infrastructure – NCRPB, MSRDC, KUIDFC, - Regulatory Bodies – EPFO, SEBI ,RBI PFRDA
WBIDFC
- Dealers Associations FIMMDA, FIBA, BSE Forum etc
- Industrial & Utility Board – BMC, BEST, GMB,
TNEB, PSIDC,RSEB
“Working with the above in facilitating
regulatory changes and market development”
“Partnering for a Better Future & overall
growth of the economy”


Employee Benefit Management
#1 Service Provider in India

1000+ trust clients

Over 40 empowered
professionals

In-house Research, with proven
record of accurately projecting
the market

First to float Retirement Benefit First to have dedicated team to exclusively serve retirement
funds in India in 1990 and First to offer full fledged Fund
Equity Index “ DRBI” & “DRBI
Management and Advisory Services for retirement benefit
II” funds since 2002

Influential and Pioneering role in Influential Policy Maker, directed National policy on
the industry with Force Reckon management of retirement funds. Liaisoning with the
Series of Conferences Ministries of Labour and Finance, EPFO and RBI

USD 7 Bn of funds under Pension Consultants to Government of Andhra Pradesh,
Advisory and 300 Mn funds Govt. of Maharashtra, Bombay Municipal Corporation, Tamil
under Management Nadu Electricity Board, etc. on pension finances and funding

Investment Banking

25 member specialist team -
Origination, Institutional
Placement and Structured
Finance

We act as Investment Bankers
as well as Investors for our
Proprietary Book

Proficient in preparation of all
documentation in accordance
to SEBI guidelines

Advisors on public finance
management to State
Governments and its entities


Consultancy
• Market Study
• Brand Positioning
• Energy Efficient Mechanism
• Planning
• Architecture
• Designing & DPR
• CER & Green Building Certification
• Financial Structuring
• Feasibility
Real Estate Regional Road and
Transportation • Bid Process Management
Development
• Business Reengineering

Team of
– Planners
– Engineers
– Architects
– Economist
– Financial Analysts
– Market Analyst
– Operational Analysts
– Contract Specialists
Renewable Energy Efficiency Business
Energy & CER & Power Reengineering


Institutional Sales

The largest proprietary books Repeat arrangers for major banks, PSU & Corporate
for trading in SLR & Non SLR Bond Issuances
securities among Non Banks &
PD’s
Originating (with or without) underwriting for
Primary Bond Issuances

Empanelled with 180+ financial
entities Loan Syndication for major business houses

Structured and placed some of Intermediate between banks and DCPL for building
and maintaining limits for Darashaw proprietary
the most innovative financial
debt investment
products

Acts as an interface between market participants
Raised more than 3000 Cr in and the regulators on various issues, strengthening
loan syndication in last 3 yrs, a and developing the debt markets
relatively new business


Technical Research

Institutional Broking to Possibly the largest Technical Research House in the
domestic & foreign investors country with a Team of 9 Analysts which has more than
60 Years of experience in practicing Technical Research
Unbiased, independent,
objective & dependable Apart from conventional Technical Research, the Team
Technical research has now newly added System based Research as an
additional product
Tracks Indian Equity & Global
The Team actively analyses various Asset Classes
Indices, Global Commodities,
spanning Markets across the globe
GOI Yields and specific
Currencies
The Team facilitates superior decision making for
Institutional Investors by giving the long-term
Expertise in giving Long term perspective on various Asset Classes
views, which are generally
accurate as regards both price Darashaw imparts rigorous training and continuous skill
and time enhancements to its research associates

Aided private & nationalized Team members are enlisted with Chartered Market
banks in setting up active Technician (CMT) programme which is internationally
equity desks acclaimed number one technical research certification


Fundamental Research

Darashaw fundamental research has focused on identifying
Some of our winning picks emerging mid-cap and small-cap companies which could be
includes Bharat Bijlee, future wealth creators
Pantaloon Retail, ICSA India,
Ankur Drugs Primary Approach – Bottom-up, but we use Top-down for
cyclical business
Our winning picks were major
Identifying Multi-baggers with focus on:
wealth creators yielding
returns in the range of 250%- -Innovative Business Models
2000% -Turnaround Stories
-Deep Search For Businesses and Managements
Advising clients for capital
structuring -Creating Wealth

Picking outperforming companies which are undervalued
and well managed within growth sectors
Creating a resource base for
institutional clients We believe value is created by innovative managements
who are focused on the right businesses, are agile and
adapt/position themselves well for the future


Wealth Management

Asset under Advisory of INR Customized portfolio management service to suit life cycle
1600+ Cr as on 30th June 2009 investment needs

Customized investment advice Focus on protecting ‘real value’ of investment, investments
and execution that beat inflation over time and preserve wealth

Wealth management philosophy Identifying value stocks with significant medium to long
in contrast to Asset term potential be it Fundamental or Technical
Management
Investment follows a systematic and disciplined approach
Long term investment based on technical research of critical index/markets and
perspective specific stocks, with clear entry and exit points
SAFETY
Large products array of financial
instruments
Our investment philosophy--
Optimising returns by having
efficient entry & exit / regular
profit booking strategies LIQUIDITY RETURN


Share Registry Services TSR Darashaw Limited (erstwhile Tata Share Registry
Ltd) is a leading Registrar & Transfer Agent Servicing
the Financial Securities Industry for the past 4
Payroll and Provident Fund decades
Management

Registered with SEBI as a Category 1 Registrar
Corporate Fixed Deposit
Management
One of India’s leading providers of out-sourcing
services for Employee Benefits & Payroll Processing
Record Management

Certified under the ISO Growth plans envisage expansion in BPO / KPO for
9001:2000 guidelines outsourcing services for the financial services industry

Branch Offices in Bangalore, Presently TSRDL services over 5 million customers-
Jamshedpur, Kolkata, New Delhi end users on behalf of their esteemed clients, most of
and Ahmedabad whom are leaders in their respective industries


Darashaw Singapore Pte. Ltd.

Set up Singapore subsidiary in 2006

Offers Investment Banking, Wealth Management and Fund
Advisory services

Services are offered in Singapore, Hong Kong and London

Is a critical beachhead for strategic initiatives


Darashaw’s IBD USP

Darashaw has consistently competed and won prestigious mandates against
the very best and largest global commercial / investment banks

In jointly mandated issues, a vast majority of times we have outperformed
our domestic and international competitors

Our growth has been achieved with enhancement of Darashaw’s eight
decade long reputation for integrity and that of being developers and
shapers of the markets in which we operate


Darashaw Distribution Biz Model
Dedicated professionals across the country covering all regions, products & client profiles
Network of 100+ entities across
Banks, Mutual Funds, FIs
Institutional
Institutional
Largest intermediary Taking constant Feedback from
covering 1100+ Senior Mgmt of client base to
retirement funds assess their requirements and
needs
Retirement Benefits
Retirement Benefits
Liasioning with hundreds of
Demand assessment from cooperatives, Regional Rural
proprietary knowledge Banks, Misc. Trusts etc.
database of 750 +
tracked portfolios Semi Institutional
Semi Institutional Actively providing pre-issue
demand feedback and analysis
of demand supply gaps

Organization wide multiple business approach to distribution
Advisory/ Fund Mgmt.
Advisory/ Fund Mgmt. IBD
IBD Prop Book
Prop Book

Identify gaps in semi institutional Structuring enabling market creation Ability to take on the deal from IBD
groups through portfolio analysis suitable to the Investors and Issuers on book

Assessing trading positions and LT Interaction with senior Control the stock price and
investments of institutional segment management for structured deals movement

Spotting arbitrage and off the yield
curve papers

Showcase: Innovative Structures

ILFS
LIC Housing
TATA Tea Indian Hotels
PF Payout Linked
Time Tranche MBS
Bond Low Coupon Low Coupon

APLAB TATA MOTORS
NPCIL Dewan Housing
Receivable Rating Linked Asymmetric Options
15 yr Liquid Bond Financing Floater Bond


Long Term Market: Extension of Yield Curve
25 Years

Showcase: Mega Issues
PIDB

20 Years
PFC
INR 2500 cr INR 700 cr
Tenure

IL&FS MSRDC
15 Years

INR 600 cr INR 977 cr
LIC Housing NCPIL

10 Years
Tata Motors REC INR 1000 cr INR 750 cr

18

Structured Deals

Largest equity linked deal of the year

Advisor to the $ 150 mn Rights Issue in 2001-02 (An innovative blend of debt and equity)
Though Darashaw was not in the full fledged equity space, we not only took the issue (as advisors),
post appointment of Merchant Bankers and the structuring of the issue by them, but we also
restructured and executed the deal successfully, playing the role of lead arrangers
The FCDs were priced at Rs 85 viz-a-viz the then share price of Rs. 60-65 and hence were expected
to devolve on the group while the NCDs were issued at a coupon above market and had money
spinning warrants attached as well
Darashaw suggested that the warrants be fully attached to the FCD and the NCDs be issued as pure
debt at above the market yield. The company eventually transferred 50% warrants to the FCD
Executed the Khokha Buyback, which is the option to buy back the debt in such a hybrid instrument
Darashaw brought in the two largest and the most dominant capital market players into the deal. Unit
Trust of India provided the initial break through & Life Insurance Corporation took up the final
outstanding amount
The restructuring allowed tremendous value to be created for the Tata Group who subscribed to 3.8
mn warrants whose peak market value was $ 36.8 mn
19

Structured Deals

PFC (lengthening the yield curve)

Darashaw – Advisors / Arrangers to India’s First 20
Year Zero Coupon Corporate Bond in 2002-03
RINL-1st defaulted bond buyout in
the Indian market Pioneering role in extending the Indian corporate bond yield
curve to 20 yrs
Darashaw – Arranger / Advisor to $ 42 mn Darashaw took part of the issue on it’s prop book and the
NCDs issuance during 98-99 issue was over subscribed three times within 2 hours
Subsequent to the issue, Darashaw played the role of a
There was a small portion in the form of market maker in this particular paper thru its books
tradable securities for which SBI Caps was
appointed as arranger. But their inability to
rollover RINL’s debt brought a default MSRDC (long tenure bonds )
scenario

Darashaw structured the entire issue for When the corporation was conceptualized, the leading
its prop book and the proceeds were used to international investment bankers had advised the
redeem the erstwhile bond holders company on a 5 year issue only while it had a liability
profile of 15-20 years, thus creating a debt gap
Implemented and enforced the provision
for the escrow mechanism for the safety of On maturity of this debt, Darashaw rolled it over and issued
the investors twice a year for the next 5 years 15 year bonds, thus helping the company in bridging this ALM
gap
Escrow cash flows was over nearly 100 Studied and analyzed MSRDC’s financials & projects
times the interest outflow and 25 times of Prepared a 30 year financial model & projection
principal repayment
Provided large amounts of funding through our prop book


Structured Deals

1st Asymmetric bond Issuance in the country
Tata Sons & Tata Motors Issue $ 72 mn, 1999

The structure which had a $ 20 mn greenshoe option. A put option starting every year from
the 2nd year on while the call options started only after 3rd year

5 year AAA yields (Dec '99) were around
12.25% The structure was based on our strong interest rate
Issue Amount ($ mn) 72 view, that yields would move down considerably in
Issue at 11.40% the next few years
Savings over 3 years (Call exercised at We did an ALM study for the Tatas and our
250 bps structure supported their cash flows
the 3rd Year) (85 bps a year)
Saving over 3 years ($ mn) 1.79 The savings was on account of the above factors
New issuance for the remaining two along with our understanding of the corporate bond
6.75%
years market, where our experience was that these
Savings over the remaining two years 1100 options were almost never exercised by the banks
(550 bps a year) bps The issue had unique fee structure wherein they
Saving ($ mn) 7.87 were linked to our interest rate calls coming right
Total Saving for Tatas over 5 years and the benefits accruing to the issuer
9.66
($ mn)

The Tatas were able to save $ 9.66 mn over a five year period
21

Showcase: MBS Maiden Issues

LIC Housing Finance Ltd

Maiden & Subsequent MBS
Issues
Andhra Bank
Dewan Housing Finance Ltd
Maiden MBS Issues
Maiden & Subsequent MBS
Issues First Nationalized Bank in India
to Issue MBS

Can Fin Homes Ltd

Portfolio Structuring &

Maiden MBS Issues


Showcase: Real Estate

Akruti Nirman Ltd
Marathon Nextgen Realty
ACME Group

Fund Mobilization
Proprietary Investment Fund Mobilization

JV Structuring

Vijay Shanthi Builders Peninsula Land Ltd
Adhiraj Constructions

Financial Feasibility Studies
Proprietary Investment Proprietary Investment
Fund Mobilization


Recent Issues

Power Finance Central Bank of
IDBI India MSRDC
Corporation
Perpetual Bond Subordinated Bond NCD
STRPPS
Rs.500Cr Rs.1000 Cr Rs.425Cr
Rs.150Cr

State Bank of State Bank of
IL&FS L&T Finance Patiala
Hyderabad
NCD NCD Perpetual Bond
Perpetual Bond
Rs. 350 Cr Rs.175 Cr Rs.300 Cr
Rs.135 Cr


Term Loan

I
MSRDC
INR 550 cr INR 1200 cr INR 1166 cr
INR 476 cr

INR 350 cr INR 100 cr INR 300 cr INR 65 cr

INR 500 cr INR 200 cr INR 950 cr

25

Financial Structuring

Upto 2006 2007 2008 2009 2010

NINL Rs. 1250 Crs. Synd Bank Rs. 240 cr Union Bank Rs. 66 crs Union Bank Rs.140 crs IDBI Rs.500 crs
Debt Restructuring BOI Rs. 130 crs Andhra Bank Rs. 23 crs Syndicate Bank Rs. 339 crs State Bank of Patiala
SBT Rs. 100 crs Perpetual Bonds Corporation Bank Rs. 238rs Rs. 300 crs
UCO Rs. 220 Crs Perpetual Bonds SBH Rs. 135 crs
BOM Rs. 55 crs
Innovative IOB Rs. 200 Crs Union Bank Rs. 600 crs Perpetual Bonds
PNB Rs. 33.5 crs Andhra Bank Rs.200 crs
Structuring & Perpetual Bonds Andhra Bank Rs. 100 crs
Perpetual Bonds Step-up Subordinate Bond Madhya Pradesh Financial
Restructuring BOM Rs. 50 crs
Greaves Rs. 100 Crs Corporation Rs. 50 crs
Tier II Bonds
SWAP State Bank of Hyderabad –
Staggered Bond
UCO Bank Rs. 100 crs Rs.450 crs
Tata Finance
PFC Rs. 372 crs NCD PFC Rs.150 crs
Rs. 300 crs
Unsecured, Redeemable NCD In form of 3 separate STRPPS

FCI, Rs. 4600 Crs. L&T Fin. Rs. 70 Crs. REC, Rs. 330 Crs. L&T Finance, Rs.175 crs IL & FS, Rs.350 crs
REC, Rs. 2800 Crs. PIDB Rs. 550 Crs. BHW Finance Rs. 25 Crs. Gammon India, Rs. 74 crs. SAIL, Rs.300 crs.
Fresh Issues IOC, Rs. 1200 Crs. L&T Finance Rs. 75 Crs. Tube Inv., Rs.50 crs D V C Rs.640 crs
GMDC , Rs. 1,116 Crs. IL & FS, Rs.90 crs. Tata Autocomp,
AUDA , Rs. 70 Crs. NCRPB Rs.134.9 crs Rs. 100 crs.
Gammon India, Rs.50 crs

Bond Buy Back
Rabo India Mahindra &
Larsen & Toubro Ltd. Finance Ltd. Mahindra Ltd

Punjab Infrastructure Gujarat Ambuja Indian Hotels
Development Board Cements Ltd. Company Ltd
26

Darashaw - Avante Garde in Debt Investments
Innovators/ Pioneers

Sole holder of longest corporate bond ever issued/available in India
Structured and bought out India’s only 20 year AAA zero coupon bond
Darashaw was the first and the biggest player in taking positions in perpetual bonds while
the market was still trying to understand the product and its saleability
Designed, bought and marketed new structures like low coupon bonds, asymmetric bond
etc.

Key Facts

India’s # 1 dominant Intermediary to 1000+ retirement trusts
We are the largest distributor to institutional, semi institutional, retirement funds and
cooperative banking sectors in the debt market in India
We are advisors to a combined corpus of around 30,000 Crore and the Asset under
management as of 31st July, 2008 is 1193 Crore
Raised more than 3000 cr in loan syndication in last 3 yrs, a relatively new business


A History of Firsts

“Darashaw originated,
underwritten and bought “Darashaw Originated
out India’s first perpetual India’s first MBS of a
issue i.e. of IOB and UCO Public Sector Bank”
Bank”

“Darashaw was “Darashaw was
Advisors and Arrangers Advisors and Arrangers
to India’s First 20 Year to first Defaulted Bond
Zero Coupon Corporate Buyout in Indian
Bond for PFC” Market”

“Darashaw was
Advisors and Arrangers “First to have dedicated
to the first Asymmetric team to exclusively
Darashaw presented with the IFR
Bond Issuance in the serve retirement funds
Indian Bond of the Year: 2006
country” in India”


How Darashaw Can Add Value

Resource Mobilisation Placement Services

Through:
Short Term Instruments/ Working
Capital Finance Banks,
Term Loans Primary Dealers,
Non Convertible Debentures Mutual Funds,
Corporate Bonds & Special Category Insurance Companies,
Bond Pension Funds,
Securitisation on Receivables Provident Funds etc.

Other Services

A well established ‘Clean Tech’ desk providing end-to-end Renewable Energy Solutions
End-to-end solutions to Retirement Benefits Funds (Provident Fund, Gratuity, Pension Fund)
Business Consulting Services which includes Strategic Planning, Business Restructuring,
Treasury Management, Profit improvement plans, Divestments, Costing, Valuation, etc.
Wealth Management services for the Management/Employees


Scope of Services

Long-Term/Short-Term Loan NCDs/Corporate Bonds

Selecting, approaching and
Preparation of the Offer Document
introducing lenders to the company
along with the company
interested in extending the credit
facility Assist in creating awareness and
market through presentations and
Assist the company and the lending
interactions for the company to
institution to come to mutually
various Financial Institutions
acceptable terms in relation to the
credit facility Assistance in the requisite
Documentation and the Term Sheet
Render and perform such other
services and activities as may be Mobilisation of the targeted resources
required to carry out such
transactions Assistance in the allotment of the
Instrument
Assisting the company with the
documentation with regards to the Co-ordination of post disbursement
credit facility formalities along with the company


Our USP

Darashaw has more than Eight decades of experience in the Financial Markets

We have been actively doing fund raising for the last couple of decades

This enables us to bring enormous value for future fund raising from Indian markets

Our Singapore office brings in fund raising strengths from HNI’s and Institutions
operating from Singapore

Organization has a rare mix of investing and intermediation businesses which allow it to
contribute both as investor and fund mobiliser

We have made a name for honest and reliable business conduct, and is tested and
proved in each business transaction we make

Around 200 associates working at different locations contributing to the different
Strategic Business Units of Darashaw


Contact Details

MUMBAI BANGALORE BHUBANESHWAR Email:
Regent Chambers, 12th Floor # 324, D-Block 1st Floor, Ashok Nagar,
208, Nariman Point Natasha Golf View Bhubaneshwar – 751009
Mumbai 400 021 New Ring Road, Domlur Tel: 9338033709
Phone: 022 - 56306612 56883130 Bangalore 560 071 Investment Banking
Fax: 022 - 2040031 Tel: 080 - 5353653-4 5355581 ib-team@darashaw.com
Fax : 080 - 5355229
Debt Market Intermediation
mm-team@darashaw.com
CHENNAI id-team@darashaw.com
8/2 Unique Sterling BARODA
736, Fortune towers LUCKNOW
3rd Cross Street Plot No. 86, Behind TCL Colony, Employee Benefits Management
Sterling road, Nugambakkam Sayajigunj cir-team@darashaw.com
Vadodara 390 005 Kanpur Road, Near Sarojini Nagar,
Chennai 600 034 Lucknow, Uttar Pradesh – 226008 pf-team@darashaw.com
Tel: 044 – 28235951-3 28267910 Tel: 0265 - 2361412 pension-team@darashaw.com
Fax: 0265 - 2362028 Tel: 0522-3262782
Fax: 044 - 28226635
Consultancy
consultancy-team@darashaw.com
PUNE Equity Market Intermediation
NEW DELHI AHMEDABAD 104, THE GREENS equity-team@darashaw.com
A-141 Defence Colony 41, Spring Field Row House, North Main Road, eq-research@darashaw.com
New Delhi 110024 Judges Bungalow Road, Koregaon Park
Tel: 011 – 51551780-85 Bodakdev, Ahmedabad, Pune - 411 001 Private Client Wealth Management
Fax: 011 - 24333401 Gujarat – 380015 Ph. 26114201 / 26050113 pcg-team@darashaw.com
Tel: 9328251200 Fax. 26123187

KOLKATTA HYDERABAD SINGAPORE
403, Krishna building, Muhamadiya Manzil 3 Raffles Place
224, A.J.C. Bose road, 1st Floor,House No:-8-2-67422 #07-01 Bharat Building
Kolkata – 700017 Road No 13,Banjara Hills, Singapore 048617
Tel: 033 –2283 6690 - 93 Hyderabad – 500 034 Tel.65 6329 6402
fax: 033 – 2283 6694 Tel: 040 - 23320174 Fax.65 6329 9699


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