Apohan is a company with a wide variety of capabilities in its core domains, viz. Mergers and acquisitions, business strategy, financial strategy, and corporate management. We have listed our capabilities below:
Apohan’s management has a very wide experience in strategic consulting, mergers and acquisitions, financial strategy, equity funding, business turnaround, management of non-performing assets, equity investment, management consulting, etc.
Arun Joshi, HOD, transaction advisory is responsible for the assignment delivery. He has 22 years of experience in the field of mergers and acquisitions and financial strategy. He has worked with reputed organisations like Reliance Industries, Crisil Limited, PricewaterhouseCoopers (PwC India), etc and the main commercial cities of India such as Delhi & Mumbai.
Arun was part of around 250 M&A/strategic financial transactions in his career and their cumulative value would be around 5 billion US dollars.
Our Cofounder Director – Strategy and BD, Shailesh Waghmare, has 20 years of experience in small and medium enterprises in leadership roles, M&A services, credit rating, business alliances, corporate development, marketing, etc.
Our team consists of engineers, MBAs, lawyers, etc. We are hiring more professionals in the M&A field.
Apohan is also looking forward to expanding its board of directors inducting a few more executive investor directors from the equity transaction space.
LinkedIn profile of Arun Joshi: LinkedIn profile of Arun Joshi, MD & HOD, Operational Delivery
LinkedIn profile of Shailesh Waghmare: LinkedIn profile of Sailesh Waghmare, Director, Strategy & BD
Most of the small transaction advisory firms, M&A consulting companies are started and lead by professionals of only one vocation. They could be chartered accountants, MBAs, company secretaries, business lawyers, engineers, etc. These companies are primarily led by experts in one domain. This results in the weakness in addressing the problems from the other domains during the transaction. Apohan has an in-house team of MBAs, CAs, company secretaries, engineers, technocrats, business lawyers, and a huge network of freelancers, market experts, sector experts, domain experts, etc.
Apohan is also associated with freelancers, sub-consultants and certified professionals to provide expert advice in specific areas. Apohan has entered into MOUs with several accounting firms, taxation firms, investment banks, secretarial services firms, technical Services firms, legal firms into business matters, valuation firms, merger integration firm, marketing firms, deal brokers, etc to be able to provide the services from a single place.
Technocrat businesses themselves are highly competent when it comes to project planning, project management, project development, procurement, supply chain, manufacturing or processing, operation and maintenance, marketing, business development, sales, research and development, etc. They can also manage the support functions like human resources, information technology, administration, public relations, accounts, etc.
The only areas where their conceptual knowledge and business confidence is less are strategic financing, mergers and acquisitions, business strategy, financial strategy, and corporate management. Apohan provides exactly these services, all these services and only those services necessary and desired in the course of these services which are unique, rare, critical and difficult.
Difference between compliance professional & strategic consultants: Strategic consultants and compliance consultants
Lesser internal documentation:
An SME business generally lacks elaborate and professional documentation skills due to relatively lesser internal reporting requirements. The management, too, is very lean. The communications made by the juniors are very poorly worded to put in front of any external stakeholders.
Documentation: M&A deal spoilsport:
Many merger and acquisition deals in India in the SME space simply do not go through only because a lot of documentation has to be prepared by someone or another. There is no clarity on who is supposed to have prepared a document as a part of routine departmental work, who is supposed to prepare a certain new document; who is supposed to collect the data required to prepare a document; there is no clarity on how detailed and satisfactory the document it was expected to be. The merger and acquisition documents (forget the contracts, even simple business communications) are very complex. They need critical thinking, the involvement of senior-most staff, and a lot of time to prepare the draft. After that, the business management needs to explain the contents and your opinion is required to be taken on subjective matters. In this process, on the other hand, the investors or their representatives require the documentation on an urgent basis. The requirement of documentation doesn’t end very easily. After the provision of initial documents, subsequent support documents are required to be prepared. Many a time, the consultants are not able to provide the professional service of document preparation. Apohan has huge expertise and experience in the preparation of merger and acquisition documents. Its document planning is meticulous and rigorous. Its database of document templates is very vast. Apohan does not let a deal fail due to no documentation for poor documentation.
Apohan prepares exhaustive documentation required for its strategic consulting assignments. This includes, among others, business plan, financial models, equity contracts, presentations, communication templates, etc. Apohan prepares meaningful reports addressing the concerns of the investors. Apohan organises the raw data of the company into meaningful information. We do not let the equity investment deal or the strategic alliance fail due to inadequate, incomplete, incorrect documentation or lack of communication.
Apohan has special expertise in building customised financial models with data tables, sensitivities, scenarios, etc. Businesses involve a lot of financial transactions, a very big portfolio of products of complex nature, a lot of permutations and combinations of business models, a lot of other options and parameters regarding operational and financial aspects over a very large number of years. The back of the envelope calculations ignores the impacts of many very critical and sensitive issues. Also, modern-day businesses have not remained simple. Hence, an elaborate MS Excel-based model needs to be prepared. In the Indian small and medium enterprises, it has been observed that very large scale of decisions is taken by the rule of thumb. The business environment is so dynamic and every business or project is so different from another that the degree of error in the Thumb Rule and the margin of profit in the decisions are almost comparable. We see that many new growth initiatives of SME companies go wrong only because the detailed financial analysis was not done in an MS Excel-based model and some movement in some parameters spoiled the show.
The financial model should be prepared in a database format!!! It helps to make changes in certain assumptions and to incorporate radical strategic decision changes the involvement of a joint venture partner. The users of the model, that is, the clients, are the final owners of the model. They should be able to easily make at least the basic changes without having to depend upon the consultants. The model should incorporate sensitivity analysis for various factors that impact the financial performance, financial viability or valuation. The client should be able to run various scenarios and prepare data tables. The important correlations should be represented to the graphs. The change of a certain assumption should be easy to make in a couple of minutes without having to arrange one more meeting after 10 to 15 days.
If we have to capture the essence of a business transaction in just two words, they are 1. Baat (the context of what has been agreed) 2. Hisaab (for what value).
Financial transactions are complex and they have several aspects. The business contracts should capture the obligations of the parties and also should write down what happens if the respective obligations are not honoured. If all the foreseeable aspects are captured and also, if the principles of all the aspects that cannot be foreseen are written down, then parties can work together for many years without any friction. If this is not done, the parties would discover the negative aspects or limiting, qualifying, and adverse clauses one by one in the life of the contract. This is why a contract should be taken very seriously before it is being entered into.
Apohan has extraordinary expertise in the formulation of business contracts, negotiation, drafting & vetting, execution & interpretation. Apohan can prepare a very good quality new contract for a new variety of a transaction without using any template for a new business issue or a new type of arrangement between parties.
Traditionally, small and medium enterprises (SMEs) are not seen as an attractive investment avenue why financial investors. Their maximum money is invested in the large scale listed blue-chip companies. Many Indian small and medium industries have the potential to grow into big companies if they are provided with adequate capital. But they have a problem with access to capital.
The reasons are:
1. SME Businessmen are not connected with equity investors.
2. SME Businessmen do not have proper corporate documentation to be presented to the investors
3. SME Businessmen do not have a communication strategy to deal and negotiate with investors
4. SME Businessmen do not have the skills to address the concerns raised by the investors during the screening process
5. SME Businessmen do not which type of investors should be approach in which circumstances.
Apohan has a very wide network of investors with different risk appetite, sector preference and location preference. We are aware of the requirements of these investors to make an equity investment in an SME. Through our wide network of investors, we provide access to capital to small and medium enterprises. We bring out the strengths and capabilities of these businesses. We prepare documentation for them to be presented to the investors. We undertake radical changes in the management of the company in the form of constitutional changes, changes in the corporate policies, a well documented and transparent structure regarding operations & reporting. We prepare a business strategy and financial strategy. We rationalize the offer made by the SME businessman to an investor in line with the investment industry.
Our key strengths are to identify the kind of investor who can take the risk associated with the identified business. Even in the case of a business that is suffering from financial distress, we identify multiple numbers of investors who have a risk appetite for that kind of investment.
We structure the deal appropriately such that it benefits all the participants. We do the complete risk appraisal of the client business and suggest the means to mitigate those risks. Apohan drafts a perfect equity investment contract taking care of all the interested parties.
Valuation is more of an art than science. The valuation of a business is a highly complex subject as there is no standard market to refer to. Here we are not talking about the statutory valuation done by a certified value for the purpose of payment of some minimum tax to the government. In the small and medium enterprises, many times the valuation done by the certified valuer itself is taken as the business valuation for the purpose of the transaction. It should be noted that the valuation done by a certified valuer finds the value only for compliance purposes and payment of a certain minimum tax expected by the government.
The parties into equity transactions are free to value their business at any other value, even anything substantially different from the valuation by a certified valuer, based upon their understanding of the potential of the business. Valuation depends a lot upon the time of the transaction. Hence, equity transactions should be properly timed. Apohan understands the right to undertake a business sale. The valuation of a business also lies in the eyes of the buyer. Strategic investors with very synergies would value a business at a higher value. The investors seeking control accord value to control in the company. In the case of financial investment in the equity of a business by a financial institute, there is very less scope of synergies and the valuation would be lower.
Valuation also depends upon the legacy, brand, professionalism, quality of Management, it policies, strategy, historical financial performance, future of the product, the trend in the market, etc. The management of the company needs to undertake certain steps to improve its score on each of these aspects. Apohan studies the business environment, company environment, market environment and formulates a strategy to realise higher valuation in the given circumstances. Apohan has an integrated understanding of the business strategy, financial strategy, investment strategy, financial management, funding strategy, corporate management, corporate development, etc. It puts together all these pieces to enhance the intrinsic valuation, value of synergies, circumstantial value, potential value, structural value, etc.
Generally, the consulting assignments begin with the execution of a given task. In an SME business, the management is generally not aware of the nature of the strategic work & its effects. Apohan begins its assignment with the identification of the problems in case of a business with financial or funding problem. Apohan refines the growth aspiration of a company and the plan related to it in the case of a business that wants to undertake growth activity through equity funding or a joint venture. At Apohan, we study all the possible options to realise the “dream” or to solve the “funding problem”. We compare all the available options and select the most appropriate one. Then we devise a strategy for the implementation of the most optimal solution.
It has been observed that many of the merger acquisition transactions do not succeed because they are not designed properly in the beginning. The transaction does not reach it’s logical and because many important parameters are not analysed in the first place. The negotiations between the parties fail in between. Also, many times when the transactions get completed, the relationship between the top management of the two parties is not harmonious because of the incomplete negotiation and documentation. And in some cases even though the deal goes through, managements functions harmoniously with others, the alliance cannot work at the grass-root level because the integration issues were ignored during strategy formulation.
There is an umpteen number of options to solve the problem of a company. And it is the duty of the consultants to select a solution that solves the existing problems and does not create any new, unwieldy problems. Apohan with its wide experience in the mergers and acquisitions and strategic consulting domains is capable of ensuring that the objectives of the assignment are fulfilled, there is no misunderstanding between the two groups’ managements and grass root level integration is easy.
Communication strategy is one of its greatest strength. The company is associated with hundreds of investors, professional experts, financial intermediaries, investment institution, individual investors, etc. The company uses online platforms, groups, websites, think tanks, blogs, websites of Companies, etc. The company is aware of the size of the communication to be made at its stage of approaching an investor. It also knows the types of contents required at various stages of the merger and acquisition deal. The company has a huge database that can be filtered as per the purpose of identification of the relevant parties.
Apohan uses technology, social media, various merger and acquisition group, investor groups, etc. Apart from this, Apohan is present in various physical forums- meets, conferences, exhibitions, events, of the sector and industry for which it wants to look for a strategic investor. Apohan has international connections in Germany, the United States and many other countries for foreign direct investment assignments, international business alliances, international contractual joint ventures, etc.
Apohan has a phased approach to M&A, equity funding, strategic Alliance, etc type of assignments. At each stage, we have stringent screening criteria. Thus we do not waste the precious time of our client in meeting unnecessary people only to come to know at the advanced stage that it was a wrong selection in the beginning itself.
Apohan user techno-savvy company. We use technology for M&A document creation. We widely used social media for communication of the investment opportunity. Our website has detailed information for small and medium enterprise to understand all the important aspects of an equity transaction. We use our website as a platform to attract clients, service providers for compliance-related matters in mergers and acquisitions, business deal brokers, financial intermediaries such as investment banks. Our website also helps the investors to understand and invest in investment opportunity published on the website and interact with us.
We use merger and acquisition software, cloud services, data sharing services, simultaneous editing of files, file progress reports, training, management of information in database format, all types of communication hardware to reduce travel.
Apohan is designing a mobile app. After the launch of the same, the stakeholders will be able to connect with us while in transit.
Apohan plans to build an e-Commerce platform in the future where the buyers and sellers along with the financial intermediaries can interact with each other. However, our platform will be different in the sense that it will have the personal involvement of the consultants to the extent requires for each assignment.