1. T Ramoji Chief Financial Officer & Company Secretary, Manipal Hospitals

2. Successful Leverage Beneficial Sourcing Less time consuming Long Term Benefits

3. Capital Markets Are there just IPOs? Few instruments that matter to fund raiser: Popularly known instruments: Equity Shares Preference Shares Debentures: FCDs/NCDs/PCDs Few Others Instruments: Deep Discount Bonds Secured Premium Notes with warrants Warrants as sweeteners with Bonds or preferred stock (Equity Shares with Detachable Warrants) EQUIPREF Instruments ADRs/GDRs

4. Right Instruments for you Size of your company Your appetite Size of funds required Flexibility Lesser interference in decision making What is good for one company may not be good for other

5. Four Pillars for Successful Exposure to Capital Markets 1. Pre-requisites 2. Preparation 3. Acts During Fund Raising 4. Acts Post Fund raising

6. Pre-requisites Phenomenal Product/Service Management’s will to expose company to Capital Markets Credibility, Integrity and transparency Company and the relevant industry Need to raise funds There should be a need Need should not be desperate Good Corporate Governance

7. Preparation 1. Watch the Industry Watch out the performance of the industry you are in How the companies, already approached the capital market, are faring Have they spoiled the name of the industry

8. Preparation…….. House Keeping Accounts: Is your Current Balance Sheet Attractive? Review every of your line items in financial statements Review all the accounting policies adopted Look in to every of your contracts with employees, customers, government agencies etc Accounting System and ERP used Management Team: Integrity Track Record Ability to handle investors/media/govt agencies

9. Preparation…….. House Keeping Board Composition of the Board Integrity and reputation of each director Track record Track record of the companies in which the directors are directors or investors or senior managers Associates Auditors Legal Advisors Consultants Mentors

10. Preparation…….. House Keeping Investors: Any small investors are there? Buy them out even at a premium if they do not add value to you Suppliers/Customers

11. Preparation……….. Engage right advisors Have a sound internal controls and Whistle Blower Policy Set-up sound Corporate Governance Sound Corporate Governance is a key for success It can add to the premium you can charge on the securities Review the Articles of Association with the help of experts

12. Preparation……….. Restructuring Business Restructuring: Remove non-performing assets Consolidate to take benefits of synergy Spin-off to capture values separately Legal/Corporate Restructuring: Restructuring of Group companies Review of Subsidiary and Holding Companies and their relevance Inter Company investments Foreign and in-land holdings

13. Preparation……….. Governance Keep Various Committees in Place Audit Committee Investment Committee Compensation Committee Investors Grievances Committee

14. Preparation……….. Socialising with various agencies – acquiring know- how Planning the right approach: Private Equity Direct Capital Markets? Brief the management on their respective roles while dealing with the market agencies/media/investors. Run-up for IPO: Engage the right agencies Prepare Media Plan

15. During the Process of Fund Raising Ensure that the Records are kept ready for Due Diligence Follow-strict time lines Ensure timely compliance with various regulations Ensure that proper explanations are given wherever required Ensure that the entire team involved is on a common understanding of various issues

16. Post…….. Fund Raising Compliance with various legal requirements File required returns if foreign funds are obtained Contracts are terminated whichever do not have any relevance Ensure that various CPs are met Funds are utilized only upon satisfactory compliance to various requirements (both legal and contractual) Ensure that proper relationship is maintained with investors/financiers. Perform as per promises This is just beginning of exposure to capital markets and not the end.