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PRIVATE PLACEMENT.(PP)
An
alternative method of fund raising. Pure capital market fund raising/ borrowing from Bank & Insurance; Option to both listed & unlisted companies.
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PRIVATE PLACEMENT.
Definition: Its process of inviting subscription to securities of a corporate issuer otherwise than through a public offer. Private offers circulated among target group of investors with objective of raising funds by sale of securities. Private placement is the act of placing a new issue of shares with a group of selected financial institutions.
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PRIVATE PLACEMENT.
Bloomberg defines P P as The transferring of securities to a small group of investors. The sale of bond or other securities directly to a limited Nos. of investors, an institutional investor like insurance Co..antithesis of public offering. PP Does not require issue of prospectus and regulatory clearance. when securities proposed to be listed need to comply listing regulations.
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PRIVATE PLACEMENT.
Other than fund raising , the objective is to accommodate strategic investors. Objectives:
(a) Consolidate Promoters stake; (b) induct a strategic investor/s; Provide stake to Working Directors, key management executives; (d) ESOP plan; (e) Reward shareholders with bonus issue.
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PRIVATE PLACEMENTS
1. 2. 3.
4.
Can be used for either private (not publicly traded) stock offerings or other ownership shares of a business For a formal private placement, the investor must be an accredited investor Private placement memorandum similar to a prospectus, details the risks of an offering, business officers, actual and pro forma financial standards, and related material Subscription agreement a contract between the business and the investors requiring the investor to provide the agreed upon capital
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PRIVATE PLACEMENTS
5.
PRIVATE PLACEMENT.
Private Placement
Strategic Objective:
Promoters & group; Employee & Sr. Mgt; Bonus Issue; strategic investor; Induction of J V Partner.
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PRIVATE PLACEMENT.
PRIVATE PLACEMENT.
Private Placement of Debt Securities.
PSU Bonds
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PRIVATE PLACEMENT.
PSU Bond Market: consists of (a) debt securities issued by Public Sector corporations; (b) Govt. Cos. incorporated under Companies Act; Local authorities & Municipal bodies; (d) many Govt. Institutions like NTPC; REC; SSNL; PFC; Konkan Railway Corporation raised funds through PP route.
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PRIVATE PLACEMENT.
Institutional bond segment consists of National & state level financial institutions & commercial banks raise funds through SLR & Non-SLR bonds; FIs do not subscribe to SLR bond since they do not require to maintain SLR positions; SLR bonds constitutes inter-bank offering which are subscribed by other banks; The non-SLR bonds are issued to other investors mainly to augment fund base of the FIs & banks as an alternative to deposits
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PRIVATE PLACEMENT.
Corporate Debt market consists of private sector companies that issue debenture to F I; banks & other investors to raise funds as substitute to long-term borrowing through Term Loans; . Its easier to issue Debenture as they are rated instruments. Where as long term loan pass through long drawn appraisal by all syndicate lenders. Higher the grading of debentures, the securities paper can lower the cost of borrowing.
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Venture Capital
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PRIVATE PLACEMENT.
Main investors in pvt. market are QIBs such as banks; insurance companies; Mutual Funds; registered venture capital funds; FIIs & others. Unregistered foreign pvt. equity investors unregistered Venture Capital fund/PE fund also form significant part but they do not qualify in QIB category. In Debt market, investors are mutual funds; banks & insurance companies; PF & Pension funds; Though HNI investors also invest still its on very low percentile.
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Private Equity
The role of Investment Banker arise in P P as an arrangers when external investors such as QIBs; strategic partner or joint venture need to transact fresh securities by the issuer company. IB act as transaction advisory services : 1. Raising Venture Capital: Raising equity from Institutional venture capital for start up companies at early stage of finance. 2. Raising private equity in unlisted Co.: Raising equity from pvt. Equity investor at later stage business plan for growth financing. 3.Raising Pvt. Equity in listed Co. (PIPE). 4.Qualified Institutional Placement: For listed Cos. To QIBs under DIP guidelines. 5. Preferential Allotments:
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E.
Business Advisory: To fine tune the business model and make it investor friendly. Formulation of Transaction: Evolve business plan incorporating objectives and financial structuring and future forecast along with capital requirement. Valuation: Ascertain valuation of the company for pricing and for structuring the deal. Information Memorandum: Incorporate business plan, financial & other mandatory disclosures under DIP guidelines. The investment offering & the transaction. To carry out due diligence. Transaction Advisory: Investment presentation with select group of investors. Negotiate the deal and work closely with legal advisor.
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There is more flexibility under regulatory provisions ; Sometime in early stage funding, convertible debt is structured for mutual comfort. It helps two ways: (i) When the Co is in nascent stage, its EPS is not diluted. (ii) The promoters stake is not diluted. (iii)The investor is partially protected from future uncertainty. Other options could be convertible preference shares and in case of large cos. Non-voting shares. PP in unlisted Cos. are governed by Cos Act; FEMA and the Unlisted Companies (Preferential Allotment) Rules 2003. PP under this route is available to all types of investors whether QIB or not.
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According to Bloomberg: It occurs when private investors take sizeable stake in listed Co. Usually when the equity valuation have fallen & the Co. is looking for new sources of capital. Private Investment in Public Equity: Characteristics: Private: PIPE is P P transaction between limited group of investors & listed company subject to SEBI guidelines. Unlike FPO / Right issue, PIPE is allotted to limited distribution of securities through privately negotiated transaction. Investment: PIPE is direct investment in Co. Securities are issued by the Co. like in the primary market & investment proceeds go the Co. Public: PIPE is used by a listed Co to raise capital. There are several restrictions in PIPE financing. Its a distinct financing alternative unlike PP & IPO/FPO.
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EQUITY: PIPE is an equity or convertible securities/debenture later exchanged into equity. Why PIPE preferred against FPO/Right issue ? Cost effective; Time saving; Less regulations; Pricing advantage;(In bleak market price may be lower than intrinsic value or BV of Co.FPO may undersell in bleak market); PP is mostly to Institutional investors who are informed and long term investors and willing to pay higher valuations from future perspective. For investors too in weak market, when shares are undervalued, investors can negotiate deal at attractive price for well performing Co. Since its a listed Co, ready exit route is available to PIPE investor besides Of market transaction. Private Equity funds are found biggest market players in PIPE market. Atul 27
Private Equity(PIPE)
SEBI regulatory restrictions: The Take Over code is applied if placement is mount exceeds 14.99% offerings to a particular investor of post issue capital of the company. Under DIP guidelines, convertibles issued by listed Co. need to comply with provisions as under: 1.Price: The relevant date for determining the price at which the convertible would be converted into Equity would be the date falling within 30 days prior to the date of share holders meeting or 30 days prior to the date of conversion of warrants at the option of the issuer company(option for deciding the date). 2. The duration of convertibles should not exceed 18 months from the date of allotment. 3. Equity shares from the date of allotment be locked in for 12 months.
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Shareholders Approval: The currency of the shareholders approval passed under sec.81(1A) shall be for period of 15 days from the date of EGM. The Co has short time for making allotment to investors. Therefore PIPE transactions is approved by the shareholders only after investors have signed term sheets or entered into definitive agreement with the company for the proposed transaction. Proposed amendments under new guidelines by MCA rule dated 24-05/2011/ Pricing: Where warrants are issued on preferential basis where option to apply and get the shares allotted, the issuing co. shall determine before hand the price of the resultant shares. (Cntd).
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Other Conditions: (i) There should not be gap of more than 30 days between opening and closing of issue of P P. (ii) For an issue of debentures or convertible debentures or any other instruments convetible in equity shares at a later date under P P which may result into cumulative amount of Rs.5crores or more, a company has to seek prior approval of Cent. Govt. in prescribed e-form. However no approval is required from the Govt. for issue of Equity Shares under P P. (iii) after every issue of security under PP the coCo. Shall file with ROC return withim 30 days fo allotment in the prescribed e-form duly varified by practising professional. All the securities issued under preferential / PP shall be keptin dematerialized form. Atul 30
QIP is similar to P P transaction except that it is made only to QIBs. Since QIP is only to the institutional investors, it has more relaxation than PIPE transaction. Important Provisions: (i)The issue should be only for pure equity or convertibles except issue of warrants. (ii) The placement should strictly be to QIBs . None of the allottees should have any direct or indirect association with the promoter group. (iii) The Co. must be listed on national S E -BSE/NSE; (iv)The Co. should be compliant of minimum non promoter shareholding norm under the listing agreement. (v) There should be reservation of 10% of offer to MF. The unsubscribed portion can be allotted to QIB.
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(vi) The reference date of pricing of convertible in QIP is same as PIPE. (vii) Convertible issued under QIP should have maximum currency of 60 months from the date of allotment. (viii) The currency of specia resolution passed under sec 81(1A) shall be for a period of12 months from the date of EGM. (ix) The total amount raised under QIP shall not exceed five times of the NW of the Co. prior to palcement. (x) The shares allotte4d under QIP can be sold in secondary market without any lock-in period but not I off market deals up to a period of one year. (Xi) The appointment of Merchant Banker for the QIP is mandatory who shall conduct due diligence & follow QIP guidelines, listing of shares with SEAtul etc. 32
P I P E.
15 days. 18 months.
12 months.
Restriction on min. Min.2 up to Rs.250cr. & nos. of allottee. Min.5 above Rs.250 cr. No single allottee >50% Need for Merchant Appointment is must. Banker. Dislocure: Level is higher. 30days after allotment to submit document to SEBI & get the approval of SE for listing.
No restriction.
Meaning
Venture capital means funds made available for startup firms and small businesses with exceptional growth potential. Venture capital is money provided by professionals who alongside management invest in young, rapidly growing companies that have the potential to develop into significant economic contributors.
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C. VENTURE CAPITAL
Generally regarded as seed money, used to help start or expand a new business 2. A business can receive venture capital as a start up, when expanding before profitability, or after the business becomes profitable (but before a buy-out or an initial public offering) 3. The required rate of return or portion of equity required to receive venture capital funding is relatively high, the venture capitalist often provides advice and may take control of a corporation to protect its investment
1.
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VENTURE CAPITAL
4.
Finance new and rapidly growing companies Purchase equity securities Assist in the development of new products or services Add value to the company through active participation.
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C. VENTURE CAPITAL
5.
The SEBI has defined Venture Capital Fund in its Regulation 1996 as a fund established in the form of a company or trust which raises money through loans, donations, issue of securities or units as the case may be and makes or proposes to make investments in accordance with the regulations.
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Characteristics
High risk
Equity participation Participation in management
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Business Structure:
1. Generally associated with technology venture or
knowledge intensive or innovation driven business. 2. Venture is backed by technology or to be created. 3.Requires product development & market validation. 4. Product should be successful at lab scale before launched commercially. 5.Tst marketing or phased marketing is required since concept selling is involved. 6.Business should be scaled up in phases. 7. Business risk is divided in phases. Investment is monitored by the V C as mentor. V C appoints nominee on the board of the company.
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1. Financing starts from Seed stage to pre-IPO stage. 2.Financial risk is divided in phases. The risk reward relationship go down progressively. 3. Promoters may not have adequate capital. The technology is allowed to be capitalised as stock. Promoters equity is more in the form of intellectual capital and stock option than in hard cash. 4.More suitable financing trough equity. Or some part could be by convertible instrument. 5.Tnagible asset creation is less. There is high component of intellectual property creation. VC do finance soft cost without creation of tangible asset. 6.Involves significant cash burns in product development, research & product validation. 7.The business model should have potential for very high return to investors.
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1. An industry that is currently sunrise sector. 2. A concept that significantly improves the existing processes or has vast replacement market. 3. A business or idea that has potential for spin off business with good revenue projection. 4.A start up business with potential to become an attractive proposition for strategic acqusition in future. 5. A business that is in cutting edge technology and management bandwidth to reach and sustain leadership position in future. 6. A business or technology that has a first mover advantage before competitor catches up. 7. A business that has significant entry barriers. 8. A firm that offers possibilities multiple of exit options.
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Advantages
It injects long term equity finance which provides a solid capital base for future growth. The venture capitalist is a business partner, sharing both the risks and rewards. Venture capitalists are rewarded by business success and the capital gain. The venture capitalist is able to provide practical advice and assistance to the company based on past experience with other companies which were in similar situations.
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Advantages (Cont.)
The venture capitalist also has a network of contacts in many areas that can add value to the company. The venture capitalist may be capable of providing additional rounds of funding should it be required to finance growth. Venture capitalists are experienced in the process of preparing a company for an initial public offering (IPO) of its shares onto the stock exchanges or overseas stock exchange such as NASDAQ. They can also facilitate a trade sale.
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VENTURE CAPITAL
a. Advantages
i. Venture capitalists generally have expertise in guiding new firms, can help with management ii. Venture capitalists can provide substantial funds for business development iii. A venture capital firms investment in a business can give the business a stamp of legitimacy
b. Disadvantages
i. The venture capital firm often requires some control over the business operations ii. Venture capital money is expensive the venture capitalists expect to obtain investment returns commensurate with their risk of loss of capital
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Stages of financing
1. Seed Money: Low level financing needed to prove a new idea. 2. Start-up: Early stage firms that need funding for expenses associated with marketing and product development. 3. First-Round: Early sales and manufacturing funds. 4. Second-Round: Working capital for early stage companies that are selling product, but not yet turning a profit .
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5. Third-Round: Also called Mezzanine financing, this is expansion money for a newly profitable company 6. Fourth-Round: Also called bridge financing, it is intended to finance the "going public" process
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Seed Money
Extreme
Start Up
5-9
Very High
First Stage
3-7
High
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Financial Stage
Risk Perception
Second Stage
3-5
Sufficiently high
Third Stage
1-3
Medium
Market expansion, acquisition & product development for profit making company
Facilitating public issue
50
Fourth Stage
1-3
Low
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VC investment process
Deal origination Screening Due diligence (Evaluation) Deal structuring
Exit plan
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Exit route
Initial public offer(IPOs) Trade sale Promoter buy back Acquisition by another company
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The concept of venture capital was formally introduced in India in 1987 by IDBI. The government levied a 5 per cent cess on all know-how import payments to create the venture fund. ICICI started VC activity in the same year
Those promoted by the Central Government controlled development finance institutions. For example: - ICICI Venture Funds Ltd. - IFCI Venture Capital Funds Ltd (IVCF) - SIDBI Venture Capital Ltd (SVCL)
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2) Those promoted by State Government controlled development finance institutions. For example: - Punjab Infotech Venture Fund - Gujarat Venture Finance Ltd (GVFL) - Kerala Venture Capital Fund Pvt Ltd. 3) Those promoted by public banks. For example: - Canbank Venture Capital Fund - SBI Capital Market Ltd
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4)Those promoted by private sector companies. For example: - IL&FS Trust Company Ltd - Infinity Venture India Fund 5)Those established as an overseas venture capital fund. For example: - Walden International Investment Group - HSBC Private Equity management Mauritius Ltd
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Rules by SEBI:
VCF are regulated by the SEBI (Venture Capital Fund) Regulations, 1996. The following are the various provisions: A venture capital fund may be set up by a company or a trust, after a certificate of registration is granted by SEBI on an application made to it. On receipt of the certificate of registration, it shall be binding on the venture capital fund to abide by the provisions of the SEBI Act, 1992.
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Contd
A
VCF may raise money from any investor, Indian, Non-resident Indian or foreign, provided the money accepted from any investor is not less than Rs 5 lakhs. The VCF shall not issue any document or advertisement inviting offers from the public for subscription of its security or units
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Contd
SEBI regulations permit investment by venture capital funds in equity or equity related instruments of unlisted companies and also in financially weak and sick industries whose shares are listed or unlisted
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Contd
At least 80% of the funds should be invested in venture capital companies and no other limits are prescribed.
SEBI
Regulations do not provide for any sectoral restrictions for investment except investment in companies engaged in financial services.
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Contd
A
VCF is not permitted to invest in the equity shares of any company or institutions providing financial services.
The
securities or units issued by a venture capital fund shall not be listed on any recognized stock exchange till the expiry of 4 years from the date of issuance .
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Contd
Scheme of VCF set up as a trust shall be wound up (a) when the period of the scheme if any, is over (b) If the trustee are of the opinion that the winding up shall be in the interest of the investors (c) 75% of the investors in the scheme pass a resolution for winding up or, (d) If SEBI so directs in the interest of the investors.
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The Income Tax Act provides tax exemptions to the VCFs under Section 10(23FA) subject to compliance with Income Tax Rules.
Restrict the investment by VCFs only in the equity of unlisted companies. VCFs are required to hold investment for a minimum period of 3 years.
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Contd
The Income Tax Rule until now provided that VCF shall invest only upto 40% of the paid-up capital of VCU and also not beyond 20% of the corpus of the VCF. After amendment VCF shall invest only upto 25% of the corpus of the venture capital fund in a single company. There are sectoral restrictions under the Income Tax Guidelines which provide that a VCF can make investment only in specified companies.
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It was established in 1993 and is based in Delhi, the capital of India It is a member based national organization that - represents venture capital and private equity firms - promotes the industry within India and throughout the world - encourages investment in high growth companies and - supports entrepreneurial activity and innovation.
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IVCA members comprise venture capital firms, institutional investors, banks, incubators, angel groups, corporate advisors, accountants, lawyers, government bodies, academic institutions and other service providers to the venture capital and private equity industry.
Members represent most of the active venture capital and private equity firms in India. These firms provide capital for seed ventures, early stage companies and later stage expansion.
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Venture capital firms typically source the majority of their funding from large investment institutions. Investment institutions expect very high ROI VCs invest in companies with high potential where they are able to exit through either an IPO or a merger/acquisition.
Their primary ROI comes from capital gains although they also receive some return through dividend.
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Shipping & logistics Eng. & Const. Telecom Health care Others
73 Percentage calculated on the total Atul investment- 14,234 USB (fig. of 2007) VC
BANGALORE
The regulatory, tax and legal environment should play an enabling role as internationally venture funds have evolved in an atmosphere of structural flexibility, fiscal neutrality and operational adaptability. Resource raising, investment, management and exit should be as simple and flexible as needed and driven by global trends. Venture capital should become an institutionalized industry that protects investors and investee firms, operating in an environment suitable for raising the large amounts of risk capital needed and for spurring innovation through start-up firms in a wide range of high growth areas.
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In view of increasing global integration and mobility of capital it is important that Indian venture capital funds as well as venture finance enterprises are able to have global exposure and investment opportunities
Infrastructure in the form of incubators and R&D need to be promoted using government support and private management as has successfully been done by countries such as the US, Israel and Taiwan. This is necessary for faster conversion of R&D and technological innovation into commercial products.
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450
14000
400
387
12000
299
350
300
10000
280
250
8000
7500 6390
200
6000
146
170
150
4000
110
100
78
71 56 1650 2200
2000
1160
937
50
591
470
0
2006 2007
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The down market virtually closed the IPO market for emerging companies. With less opportunities for getting ROI investors tend to scale back, adjust their investment focus and/or get more picky in funding companies. The investors that put money into their funds became less aggressive during recession so it was harder for the VCs to raise money.
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The increase in weighted deduction of in house R&D will boost up investment in health care. 46% of the total investment is going to infrastructure development which is a positive sign for investors.
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VC can help in the rehabilitation of sick units. VC can assist small ancillary units to upgrade their technologies VCFs can play a significant role in developing countries in the service sector including tourism, publishing, health care etc. They can provide financial assistance to people coming out of universities, technical institutes, etc thus promoting entrepreneurial spirits
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Exit strategy
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By sectors
o Banking & financial services o Customer services o Energy o Engineering o Hospitality o Internet o IT/ITES o Logistics o Manufacturing o Retail o Textiles Atul
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