FIRM HANDBOOK

Coinmen Consultants LLP

ABOUT US

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• Coinmen Consultants LLP (“Coinmen or “we” or “us”) is an independent firm of Business Advisors and Chartered Accountants founded in New Delhi

• We offer a wide range of services including Audit, Accounting, Tax & Regulatory, Business and Transaction Advisory1, Corporate finance and Corporate Law

• Our firm comprises teams of professionals with a comprehensive range of backgrounds and expertise in different domains and is led by three partners with unique specializations

• Our young firm is driven by our common goals, unwavering commitment to quality and our deep values. We work with our clients, our ‘Partners in Growth’ creating meaningful and lasting value around the world. We are committed to making a difference to our people and clients, our industry and communities and to building tomorrow, today

ABOUT COINMEN

1. Private Equity Advisory and M&A services are rendered through NovistraCoinmen LLP, which is an India based joint

venture between Coinmen Consultants and Novistra Capital, a New York based boutique advisory that provides investment

banking services. By combining forces with Novistra, we have added advisory services on mergers, acquisitions and

private equity financing, to our existing suite of services. We have strong focus on Healthcare, IT/ ITES, Logistics,

Technology and Media sectors.

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OUR VISION & VALUES

OUR VALUESOUR VISION

To be a leading multi disciplinary business consulting organization in terms of client diversity, project significance and revenue, with the highest standards and most personal touch.

To be recognized as a thought leading, pioneering, dynamic and growing, trusted and change leading organization.

To constantly grow our impact around India and around the world through our work with our clients, the opportunities for our people and as contributing citizens of our communities and environment.

We believe in creating. Creating value, creating productive relationships and creating positive change, every day.

We go beyond. We always walk the last mile and do more than ‘what is necessary’.

We believe in people and what we can achieve together. We work with trust, respect, honesty, clarity and diversity.

We think boldly and act pragmatically. We draw on the wisdom around us, old and new. We value focus, perseverance and skill.

We believe in doing today what is right for tomorrow and that great journeys begin with single steps.

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Mohit Aggarwal

Partner

M: +91 98107 58000

E: mohit@coinmen.in

Mohit has extensive experience in the fields of corporate finance, audit, accountancy, regulatory and company law matters. Mohit heads the Japan business desk for Coinmen and has been working extensively with Japanese companies operating in India.

His professional experience includes:

1. Assisting corporates in debt syndication through structured financial products for various requirements including greenfield projects, expansions, working capital. Mohit has exposure of dealing with multiple banks/financial institutions and has done debt syndication in and outside India

2. Advised large Indian conglomerates on financial structuring, keeping in mind their long term business plans and requirements. This included identifying their financial needs over short to long term, evaluating alternate funding products and suggesting most optimal and cost efficient funding arrangement for the client.

3. Assisted clients on transaction based funding for meeting their working capital requirements from overseas banks. Added significant value to clients business by moving from collateral based funding to almost nil collateral based funding

4. Advising clients on M&A matters including due diligence, business valuations, business plan reviews and transaction structuring

In addition, Mohit regularly advises Japanese companies setting up operations in India. He is involved from inception till implementation stage of such Japanese companies setting up presence in India.

Mohit is a B.Com (Hons.) graduate from Delhi University and a qualified Chartered Accountant. He has been associated with the firm since its inception.

He leads the corporate finance practice of the firm. In addition, Mohit also leads the Japan business desk for Coinmen.

Specialization and Experience

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Nitin Garg

Partner

M: +91 98991 46777

E: nitin@coinmen.in

Nitin carries extensive professional experience in various fields of financial advisory including tax and regulatory advisory, transactions advisory, valuations, inbound and outbound investment structuring. Nitin heads the Spain and China business desk for Coinmen and has been working extensively with Spanish/Chinese companies operating in India.

Overall, Nitin’s professional experience includes:

1. Assisting foreign multinational companies on India entry strategy along with tax strategies for their business model;

2. Outbound tax planning ideas including devising tax efficient investment and operational structures for Indian businesses/conglomerates having overseas operations and expansion plans. This has enabled clients to operate in not only tax efficient environment but also made them access low cost risk/non risk capital

3. Advising on international tax issues including transfer pricing matters and cross border taxes;

4. Investment transactions including due diligence and business valuations;

5. Advising on Indian corporate tax and regulatory matters including matters pertaining to Indian exchange control regulations

In addition, Nitin has also assisted large multinational companies with revenue audits and tax litigation. He has experience of representation before revenue authorities, preparing defense strategies for complex and large tax litigations, liaisoning with tax counsels and litigate before higher levels of litigation authorities and preparing and representing before Authority for Advance Ruling, a critical authority for non-resident taxation in India.

Nitin is a B.Com (Hons.) graduate from Delhi University and a qualified Chartered Accountant. He has been associated with the firm since its inception.

Prior to being associated with Coinmen, Nitin worked with Ernst & Young, India as a Manager in its tax & regulatory team. Nitin leads the international tax practice for Coinmen.

Specialization and Experience

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Vikrant Suri

Vikrant specializes in tax & regulatory matters and transactions support services. He has extensive experience in tax and exchange control related matters including tax planning, cross border transactions and tax litigation.

His professional experience includes:

1. Assisting companies in corporate tax assessments and appeals

2. Preparation and implementation of tax litigation strategies for large multinational companies

3. Assisting foreign companies obtain Advance Rulings on complicate tax matters of taxability of Offshore services, offshore supplies, association of person etc.

4. Investment advisory services including setting up joint ventures in India, transactions structuring as well as entry and exit strategies

5. Providing transactions support services including investor/ target identification, feasibility analysis, due diligence, valuations, transactions structuring and other support services

Vikrant has experience in advising Indian as well as Korean, Japanese, Singapore, European and American clients operating in various industries including real estate, infrastructure, manufacturing, renewable energy, trading and services.

Vikrant is a B.Com (Hons.) graduate from Delhi University and a qualified Chartered Accountant. He has been associated with the firm since its inception.

Prior to being associated with Coinmen, Vikrant worked with Ernst & Young, India as a Manager in its tax & regulatory team. Vikrant leads the direct tax practice of Coinmen.

Specialization and Experience

Partner

M: +91 98107 79000

E: vikrant.suri@coinmen.in

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• Novistra Capital is a New York based boutique advisory firm that partners with business owners and management teams to provide global investment banking services. It’s capabilities include:

– M&A Advisory

• Public / Private Acquisition Screening and support

• Efficiently run sell-side mandates

• Business Development consulting

– Capital raise

• Experts in privately negotiated transactions

• Private Placements, Capital Markets

• Alternate financing

– Sectors of expertise:

• Healthcare

• Outsourcing

• Financial Services

• Technology

Joint Venture Partner

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• Coinmen partners are supported by a 45 member (and growing) team consisting of:

– Chartered Accountants having extensive experience of audit, tax and regulatory , corporate finance and business advisory

– Finance specialists to advise clients of strategic financial planning and execution

– Company Secretaries having experience of handling corporate and regulatory matters for various organizations

– Experienced accounting professionals and other staff members

• In addition, Coinmen also has a strong business network with professional firms (such as legal, accounting, HR, tax and business advisory) across locations in and outside India

Our People Network

SERVICE OFFERINGS

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Our Services

Audit Services

Tax & Regulatory Services Page 11

Accounting and Secretarial Services Page 13

Corporate Finance Services Page 14

Page 10

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An Audit is not just an AUDIT. We look beyond the statutory requirements and believe in working as your business partner to cater to your current needs and that of future as well.

Our Audit methodology and professionals ensure effective communication with you and your staff so that an all out comprehensive and exhaustive view of the company is obtained and that major considerations can be detected and sorted at an early stage. Our professionals highlight and inform about both current and future risks.

We offer robust and independent audit to our clients. Our Team has expert knowledge of complex accounting processes and regulatory and legislative issues. We keep clients informed of all technical & financial changes that may impact their business goals.

We work with clients to improve their overall financial reporting processes. Ultimately, we see our audit as more than just numbers and compliance. Our goal is to help our clients better understand their business. We consider it our job to keep our clients informed all year long of accounting, financial and regulatory developments that may impact their business.

Our audit approach embodies our belief that the audit should be a proactive, integrated process rather than a post-mortem exercise. To provide our clients with maximum value from the audit requires approaching the audit as a process that involves an understanding of your business and your industry, consistent communication, and knowledgeable and consistent staffing. Contemporaneous discussion and consultation regarding live transactions — not historical ones — provides the very best platform for the transfer and implementation of knowledge and value.

• Audits, Reviews and Compilation of Financial Statements

• Agreed-upon Procedure Reports

• Accounting Policy and Procedure Manual Development

• Internal Control Reviews

• Outsourcing of Internal Audit Functions

• Special Reporting Requirements

• New Accounting Pronouncements and Standards Implementation

• Assistance and Support for Start-up, Expansion and Acquisition Transactions

• Preparation of Forecasts and Projections

• Management Letters on Improving Procedures and Controls

• Monthly Financial Statement Preparation

• Attestation services

Audit Services

Our Audit Philosophy Our Services

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We understand that a judicious tax planning can give your company a cutting edge advantage over your competitor vis-a-vis value maximization. Successful tax planning is an inseparable part of business and investment planning that must be managed year-round. That’s why we integrate tax planning services into our overall role as financial advisors.

By working proactively on tax planning and tax analysis, we can help you meet your after-tax objectives. We can also help with international tax planning – an increasingly important service in the global business world.

We provide a comprehensive package of services to a broad range of public and private companies. Working in tandem with our clients, we provide the knowledge, commitment, resources and total-enterprise perspective to help business owners and corporate leaders achieve their goals.

Further, tax compliance is an important function that finance department of any organization needs to perform. Given the complexity and multiplicity of taxes in India, we offer specialized compliance services for both direct and indirect tax. We can, on an independent basis take responsibility of tax filings and compliance requirements in India.

In addition, we realize that for any business, understanding of and compliance with regulatory requirements is of utmost importance. We offer wide array of regulatory services, ranging from advisory to compliance services.

• Corporate Tax

• International Tax

• Personnel Tax

• Indirect Tax Internal Control Reviews

• Regulatory Services

Tax & Regulatory Services

Our Philosophy Our Areas of Service Offering

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• Corporate tax advisory – opinion on complex tax issues, tax planning, review of tax strategy vis-à-vis business strategy, tax planning for mergers and acquisition, corporate reorganization, group restructuring, promoter stake enhancement & delisting, financial structuring, divestment advisory and tax due diligence

• Compliance - Assist organizations in making advance tax computations, withholding tax compliances, income tax returns and other compliance matters, obtaining various registrations with tax authorities

• Tax Audits and litigation – Represent before tax authorities in relation to tax audits, support in preparation of tax litigation strategy, liaise with counsels for representation before higher level of litigation authorities

• Assistance in obtaining various registrations for non-residents such as registration with FRRO, PAN etc.

• Compensation structuring from tax efficiency perspective

• Tax computation for tax withholding, advance tax and tax filing purposes

• Tax filings

• Tax audits and litigation

Tax & Regulatory Services cont.. Corporate Tax Personnel Tax

• Advisory services including transfer pricing planning, tax structuring, international tax advisory, profit and cash repatriation planning, opinion on complex withholding tax issues and tax treaty issues

• International tax compliance including assistance in preparation of transfer pricing documentation for penalty protection

• International tax audit and litigation representation transfer pricing authorities for tax audit, support in preparation of tax litigation strategy, liaise with counsels for representation before higher level of litigation authorities

International Tax

• Assistance in obtaining various registrations

• Assistance in making routine compliances

• Indirect tax advisory covering tax efficient operating models, evaluation of alternate schemes, opinion on complex matters

Indirect Tax

• Advise on regulatory matters and assistance in obtaining necessary clarifications/approvals from Reserve Bank of India or other regulatory authorities

• Assistance in complying with various reporting requirements under exchange control regulations

Regulatory

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Accounting and Secretarial Services

• Statutory bookkeeping

• Consolidated reporting services

• Monthly or quarterly assistance in preparing output accounting reports

• Accounting reconciliation

• Maintaining statutory records and accounting records

• Tax viz. withholding tax and indirect tax compliances

• Internal controls and procedure documentation

• Physical Inventory

• Financial Analysis of reports

Accounting Secretarial

• Setting up of companies, branch office or any other form of business presence in India

• Maintaining various kinds of secretarial records

• Make necessary filings

Payroll

• Monthly payroll processing including preparation of payroll systems and monthly pay slips

• Preparation of necessary tax forms

• Compute withholding taxes on payroll and undertake necessary compliances

• Management reporting and cost analysis

• Cash flow management

• Accounting system implementation

• Accounting policies and procedures

• Cash flow budgeting and forecasting

• Monthly close

• Financial reports for board meetings

• Consolidations

• Audit preparation

• Manage tax filings

• Indirect tax analysis and reporting

Accounting

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We appreciate that your Finances are of utmost importance to you. When it comes to money, it always pays to be on strong footing. Our understanding of the Client needs along with our commercial experience and vast network in funding community ensures that YOU get nothing but the Best. In summary, we understand the business need for consolidation and value maximization.

We can successfully provide support and advisory services to an entire corporate finance project or undertake projects for specific elements. Our services include:

Transaction Advisory Services

• Transaction support

• Overseas acquisitions

• Due diligence

• Mergers

• Business valuations and transaction advisory

• Negotiation support for transactions

• Transaction/business structuring from tax, regulatory and funding perspective

• Corporate finance

• Fund raising for transactions and operations

• Project funding including preparation of documentation

• Overseas funding especially for exporters/importers

• Credit rating

SELECT CREDENTIALS

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Debt Syndication and Support Services

Indo-Japanese Joint Venture company manufacturing CHQ wires & CD bars

Arrangement of project finance (ECB & Rupee Term Loan) from Indian/Foreign bank

Leading Indian steel (TMT bars) manufacturing company

Investment Structuring, Upward revision of credit rating, and Arrangement of working capital facilities from Indian bank

Leading rice processing & export house of India

Upward revision of credit rating and Arrangement of working capital facilities from Indian banks

Indian group manufacturing rubber sealing systems, in JV with leading Japanese & Thai companies

Upward revision of credit rating and Arrangement of working capital facilities from Indian bank

UAE based agro-commodities trading company

Arrangement of working capital facilities from foreign bank

Multinational group setting up aluminium smelting plant in UAE

Arrangement of project finance from foreign bank

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Private Equity and M&A Advisory

Media Company

Financial Advisor

In the private placement of equity

Dermatology Company

Sell-Side Advisor

In the Sale of a division

Healthcare Education

Financial Advisor

In the private placement of equity

Large Hospital Chain

Financial Advisor

In the private placement of equity and restructuring of debt

Global BPO Company

Buy-Side Advisor

For the acquisition of a BPO Company

Logistics Company

Financial Advisor

In the private placement of equity

Transactions done under the brand Novistra LLC or NovistraCoinmen LLP

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Indian auto component manufacturer

Advisory concerning joint venture with German company along with tax planning

Investment and financing structure for overseas acquisition

One of the largest Indian manufacturer of paper/paper products

Cross – Border Tax Advisory Services cont..

Create tax efficient investment holding and operating structure, amenable for overseas fund raising

Large agri-commodity trader requires huge financing overseas

Overseas and domestic investment structuring from tax and financing efficiency perspective

Family owned steel manufacturing business with growing overseas presence

Designing corporate holding structure and implementation of structure

Middle-east based conglomerate having significant presence in Africa

Indian listed Construction group having significant overseas operations

Overseas holding and operating structure from tax and cash flow efficiency perspective

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Japanese construction company

Cross-border tax advisory services

Inbound investment structuring

Real estate investment fund

Entity structuring and tax structuring

Spanish industrial goods manufacturer

Cross border tax advisory services

Spanish Infrastructure company engaged in road & power projects

Direct and indirect tax advisory

Spanish company engaged in executing infrastructure project in joint venture with Indian company

China based investment fund proposing to invest in Indian hospitality and travel sector

Inbound investment structuring and other advisory services

Cross – Border Tax Advisory Services cont..

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Korea based construction company

Transfer pricing compliances services

Israel based medical equipment supplier

Assistance with transfer pricing documentation

US pharmaceutical company

Assisted in preparation of transfer pricing documentation

Japan based construction company

Assisted in preparation of transfer pricing documentation

Transfer Pricing Services

Listed Indian Group engaged in diversified businesses

Assistance with transfer pricing documentation

Large Indian electronic component manufacturer

Assistance in setting up of transfer pricing policy for domestic related party transactions

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Large Indian Real Estate Company

October 2010

Advisory Services

Large Indian real estate company

Assistance in relation to tax audit and litigation at multiple levels

Korea based manufacturing company

October 2010

Transfer pricing assessment support services

Japan based large construction company

Assistance in relation to tax audit and litigation at multiple levels

US based real estate advisory company

Assistance in relation to transfer pricing audit and litigation at multiple levels till High Court

Korea based manufacturing company

Transfer pricing audit

Korea based engineering design company

Transfer pricing audit

Australia based travel company

Transfer pricing audit and litigation

Tax Litigation Services

DISCLAIMER:The contents of this presentation are confidential and intended for the named recipient(s) only. It shall not attach any liability on the originator or Coinmen Consultants or its affiliates. Any form of reproduction, dissemination, copying, disclosure, modification, distribution and / or publication of this message without the prior written consent of Coinmen Consultants is strictly prohibited. If you have received this presentation in error please delete it and notify the sender immediately.

Coinmen Consultants LLP

Thank You!!

A-22, IInd Floor,Green Park Main,Aurobindo Marg,New Delhi – 110 016

T: +91-011-4109-7300

Visit: www.coinmen.in