Solving financial challenges

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1 Solving financial challenges in medical devices & healthcare organizations An action agenda for growth in Medical Devices companies

2 Executive Summary 3 Contents The growth drivers for the Indian medical devices and healthcare industry. 4 Solving financial challenges for growing medium sized medical devices companies. 5 Unleash the business valuation & multiply the valuation to 100 times over. 6 Conclusion 9 2

3 Executive Summary India presents an enormous opportunity to the medical devices and healthcare industry. The recent study by the Boston Consulting Group ( BCG) suggests that Indian medical technology sector has the potential to touch US $ 50 Billion by Globally the medical technology market is expected to be over US $ 600 Billion by The medical devices industry has witnessed double digit growth in the recent years. and this growth trajectory is expected to continue due to rising incidence of chronic diseases, increased urbanization and growing elderly population. One of the key challenge that Indian Medical devices industry specially Small and medium enterprises ( SMEs ) face is the lack of adequate finances and high capital cost. The purpose of this report is to present some of the innovative ways to solve financial challenges in medical devices and healthcare businesses like new sources of raising equity capital, public listing on SME stock exchange, attracting private equity investors from domestic and international markets and wealth creation. For growing medium size medical devices and manufacturing companies seeking to raise capital, an SME listing can be a superior route to growth. SME stock exchange platforms provide a great opportunity to the medium sized medical devices and healthcare companies to raise equity capital for the growth and expansion. SME public listing and issuing an IPO on a SME stock exchange will help unleash the valuation of SME companies and in the process create wealth for all the stakeholders, besides enormous income tax benefits. All medical devices SME companies have the potential to grow into big multinational companies, provided they get adequate capital support. The SMEs now have the great opportunity to grow into big public listed multinational companies by getting themselves listed on a SME stock exchange. We hope that this concise report will help SME medical devices and healthcare enterprises to be well prepared to transform their medium sized company into a successful and wealthy public listed company that continually delivers maximum value to its shareholders. 3

4 The growth drivers for the Indian medical devices and healthcare industry. The Indian medical device market presents an exciting business landscape & opportunities for both multinational and domestic players. As per the market estimates the Indian medical devices market is going to grow at a CAGR of 14.9% ( ) making India one of the fastest growing markets in the world. India, a country of over 1.25 billion people, holds great promise for the medical devices industry. With over 1.25 billion people, out of which 65% people under 35 years of age, India has marked its presence as one of the fastest growing economies across the world. India is one of the largest contributor to the global work force and is expected to rank among the world s top three growing economies and amongst the top three manufacturing destinations in the world by 2020.India has got a large talent pool of qualified medical professionals which gives a competitive edge over some of the other developed nations. Medical tourism and health tourism is often described as a rapidly growing segment in the country. 4

5 Solving financial challenges for growing medium sized medical devices companies. Small and Medium Enterprises Sector The next big revolution across the globe. World over, dedicated SME trading platforms or exchanges are prevalent. Some of the known stock markets for SMEs are AIM (Alternate Investment Market) in UK, TSX Ventures in Canada, GEM (Growth Enterprise Market) in Hong Kong, MOTHERS (Market of the high-growth and emerging stocks) in Japan, Catalist in Singapore and the latest initiative in China Chinext and in India as BSE SME and NSE Emerge. As a matter of fact, NASDAQ also started as an SME exchange. 5

6 Unleash the business valuation & multiply the valuation to 100 times over. The Top 10 advantages of SME public listing for medical devices enterprises seeking to raise capital are stated below: 1. Easier access to equity capital and better funding opportunities: Going public and coming out with an IPO on an SME exchange provides medical devices SMEs with the equity financing opportunities to grow their business from operations to expansion to inorganic acquisitions. Access to equity financing lowers the debt burden leading to lower financing costs and healthier and wealthier balance sheets. 2. Enhanced Value creation and unleashing the business valuation many times over. Valuation of a company is determined by many factors, one of which is class of companywhether public listed or private limited. Going for a public issue of capital will enhance the company s visibility. Greater public awareness gained through media coverage, publicly filed documents and coverage of stock by sector investment analysts will provide the medical devices SMEs with greater profile and credibility. This can result in more diversified groups of investors, which may increase the demand for that company s shares leading to an increase in the company s value and enhanced value creation. 3. Balanced Risk Management for promoters: SME public listing will help medical devices SME promoters and owners to distribute the risk of business efficiently. Listing the company would facilitate expansion of the investor s base, which in turn help company get secondary market for equity financing, including private placement. 4. Easier and efficient entry and exit platforms for private equity and other strategic investors leading to increased participation from private equity investors: The presence of a market-driven transparent trading platform provides with a ready and easy entry and exit for strategic investors. Listing not only offers the investors flexibility for entry and exit, but also the confidence required for any such transactions. The listing would result in an increased participation by venture capital players as they would have a ready, transparent and tax-efficient exit route. 5. No long term capital gain tax: Normally, transfer of unlisted shares attracts long term capital gains tax of 20% and short term capital gains of up to 30%. Whereas in case of listed shares, tax on long term capital 6

7 gains is nil and short term capital gains is 15%, provided the transaction has been subjected to securities transaction tax (STT). This preferential tax treatment on transfer of listed shares is also available to shares listed on SME Exchange. Listing on SME Exchange is a valid tax-planning tool and could, thus, lead to enormous tax saving for medical devices SME entrepreneurs & investors. 6. No tax on fresh equity infusion in the company: Recently the Finance Act, 2012 imposed a tax liability on fresh issuance of equity shares by an unlisted company to investors other than Registered Venture Fund, if the issuance is made at a value more than the fair value. This could make SMEs subject to heavy tax outgo, since they often go for fund raising through equity issuance to investors. Such a tax liability, however, does not attract if the shares of the company are listed on recognize stock exchanges, including SME Exchange. 7. Transform medical devices SME into Global MNCs, corporate image creation, better visibility and strong brand building: Going for a public issue is most likely to enhance the company s visibility. Greater public awareness gained through media coverage, and research coverage by sector investment analysts provide the SMEs with greater visibility and help brand building which otherwise may remain a dream especially for SMEs. 8. SME listing on stock exchange can facilitate growth through strategic investments and SME mergers and acquisitions and private equity from both domestic & international investors: The medical devices SME companies in their effort to have forward or backward integration for growth and expansion may take a strategic stake in other medical devices SMEs. Domestic & International investors repose faith in listed SMEs. Listed SMEs are likely to get strategic investments from both, domestic and international investors as well as from private equity and strategic investors. Instead of a direct cash offering, using shares for an acquisition can be a tax- efficient and costeffective vehicle to finance such a transaction. 9. Incentive mechanism for employees : ESOPs and any other share-based compensation plan of listed company have an immediate and tangible value to employees. This, in turn, serves as a talent retention tool. This can serve to ensure stronger employee commitment to the company s performance and success. 10. Strong Corporate governance & financial controls: Though the requirements for a company listed on SME Exchange are not as stringent as that for Main Board listed companies, nevertheless SME listing ensures that the company has drawn up the internal control systems and set up minimum required framework of corporate governance. This, in turn, lends sustainability to the business. Business Blueprint to transform the medium sized medical devices companies to Global MNCs. Start preparing as soon as possible: Begin the preparation of listing process early enough so that your pre listed company acts and operate like a public company at least a year before the IPO. Commit substantial resources to the IPO process and build the quality management team, robust financial and business infrastructure, corporate governance & investor s relation strategy that will attract the right investors. Don t underestimate the amount of time the IPO journey will take or the level of accountability and corporate governance required by a public limited company. SMEs should start preparing to outperform competitors on key benchmarks: Investors base an average of 70% of their IPO investment decisions on the financial performance of the company especially debt to equity ratio, EPS growth, sales 7

8 growth, ROE, profitability and EBITDA growth. Investors base an average of 30% of their IPO investment decisions on the non-financial factors especially quality of management, corporate strategy and execution, brand strength and corporate governance. SME should be able to articulate an effective equity story backed up by a strong track record of growth which sets you apart from your competitors while maximizing value for owners. Evaluate various Capital raising options: Consider a multi-track approach and the expanding number of capital raising strategies including a strategic sale to a trade or financial buyer, joint venture, private placement and compare all the options to arrive at the best decisions to maximize the value and wealth. qualified team members, improved internal controls and systems and forming a qualified audit committee. Fine tune your internal business operationsespecially working capital management, regulatory risk and rationalizing the business and financial structure. Ensure timely and accurate financial information is available. Appropriate systems and controls are in place with all the financial and management information readily available on monthly and quarterly basis. Address investors current concerns: Recognize the need for enhanced corporate governance especially recruiting 8

9 Conclusion The SME listing window of opportunity is available to medium sized medical devices companies seeking to raise capital for growth and expansion. Advance preparation & planning are critical. Lack of preparation and proper planning can jeopardize an SME IPO. SME Listing and bringing IPO is a long process and involves enormous amount of work and planning like building an equity story, strong financial results, timely and accurate financial and accounting information, strong internal controls, qualified management team, corporate governance and investor s relations. If you want your SME to transform to a public listed company, start getting ready by getting in touch with us. With impetus from various government schemes like formation of Rs. 100 billion SME venture capital fund, India is finally coming to be recognized as a manufacturing destination for sophisticated medical technology. International medical technology companies are also using India as a manufacturing base by either setting up facilities of their own or by acquiring domestic manufacturers. The government is also making efforts to encourage innovation and development projects in medical devices and technologies. The government of India is also looking at relaxing the FDI policy for the cash starved medical devices sector to attract more investments and boost manufacturing thereby presenting an opportunity to Indian medical devices industry to create an environment for promotion of innovation and boosting manufacturing to achieve a sustainable growth in the country. 9

10 Brief Profile of Author : About Us Mr. Rajan Bhatia is an experienced Chartered Accountant and alumnus of prestigious Shri Ram College of Commerce, Delhi University. He is the Founder and Managing Partner of Rajan Bhatia and Company, Chartered Accountants, ( a leading certified accounting, financial and management consulting firm. With over 20+ years of experience across several industry sectors and companies. He possess 20+ years of wealth of experience & expertise in business advisory functions such as funds raising, SME public listing, IPO, cost of reducing finance, import strategies, technology, business planning, financial management, cost controls, establishing financial controls, systems and processes and helped and advised several SMEs grow to the next level. He is a business author, corporate trainer, business advisor, consultant and mentor to several global SMEs and is regularly invited to speak and train at various industry bodies and associations like CII, ASSOCHAM, NASSCOM, AIMA, FICCI, TIE, United Kingdom India Business Council, Indo French chamber of commerce, Indo US Chamber of Commerce, Institute of Chartered Accountants of India. About Rajan Bhatia & Company, Chartered Accountants: Rajan Bhatia & Company is a certified Chartered Accountants and one of the India s leading most trusted financial services firm registered with most trusted and respected The Institute of Chartered Accountants of India. Our mission is to transform SMEs to large public listed MNCs by providing the most trusted, specialized, innovative and highest levels of services to our esteemed clients. We are the trusted service network member of United Kingdom India Business Council, UKIBC to provide India entry services to UK SMEs. We are the esteemed member of several respected industry bodies like NASSCOM, CII and provided services to several SME and MNC organizations. Global CFO is the management consultancy services division of Rajan Bhatia & Co., Chartered Accountants. A leading certified accounting, auditing, financial & management consulting services firm. 10

11 RAJAN BHATIA & COMPANY CHARTERED ACCOUNTANTS Skype: rajan.bhatia12 Call Us: T : T : Website: India UK USA Canada Dubai Esteemed Members of UKIBC, NASSCOM, CII, ICAI, IFCCI, TIE. Disclaimer The information contained herein is of general nature and is not intended to address the circumstances of any particular individual or entity. Although we endeavor to provide accurate and timely information, there can be no guarantee that such information is accurate as of the date it is received or that it will continue to be accurate in future. No one should act on such information without appropriate professional advice.

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