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Published on: March 8, 2021, 8:23 a.m.
RBSA Advisors comes of age
  • Ramesh Shah and Rajeev Shah: the work is far from over

By Arbind Gupta. Assistant Editor, Business India

RBSA Advisors, the Mumbai-based transaction advisory firm, is celebrating its 50th anniversary. For a home-grown firm which made its humble beginning on 5 March 1971 in a city like Jaipur, and with limited opportunities, it has been a journey of sheer grit and determination. The progression of five decades has been special for this Indian financial advisory firm, as it has not only survived these years, but also flourished in a space that has always been dominated by large MNC players like PwC, Deloitte, Morgan Stanley, Ernst & Young, KPMG and BDO.

Despite all the odds and adversities, RBSA has emerged as a leading independent transaction advisory firm, with a presence not only in India but also in other overseas destinations. In fact, over the last few years, the firm has emerged as a strong and credible home-grown alternative to international firms in high-end, transaction-focussed advisory services.

RBSA has continued to leverage and build upon its leadership position in valuation advisory services. From valuing just real estate and plant & machinery (industrial), RBSA has today become a full-service valuation firm, covering all asset classes. It is known for its high-quality valuation services in the transaction advisory space. Moreover, over a decade or so, it has consciously diversified to emerge as a fully integrated transaction advisory entity, boasting a whole range of service offerings including valuation, investment banking, restructuring, due diligence, transaction tax, risk advisory and litigation support.  

While diversifying its offering, RBSA has also gone in for geographical diversification. From being a regional player, it has gone on to establish a global reach, working with clients across more than 30 countries. It has created trusted affiliates across the US, the UK, Canada, Europe, Australia, China, Africa and Brazil, which have helped it provide clients with seamless advisory services across the world.

Ramping up its global reach further, RBSA has entered into a strategic alliance with Valuation Research Group (VRG), a US-headquartered full-service, independent, global valuation and advisory services group. VRG’s international offices span five continents today and it has about 50 office locations across North, South and Central America, Europe, Asia and Australia.

RBSA’s US affiliate, Stout, is a leading independent advisory firm and a top fairness opinion provider in the US mid-market. Specialising in investment banking, valuation advisory, dispute consulting and management consulting, Stout serves a range of clients, from Fortune 500 corporations to privately held companies in numerous industries around the world.

“We at VRG would like to congratulate RBSA on its golden jubilee anniversary,” says William Hughes, senior managing director, VRG. “RBSA has been a strong group member and contributor to the success of the VRG group. The valuation experience and professionalism provided by RBSA has been welcomed by all of the VRG group members, as we serve our clients globally. India, Singapore and the Middle East are significant and growing marketplaces for our clients and the recognised valuation capabilities offered by RBSA provide a high level of confidence to our clients. VRG also welcomes the continuing opportunities to support RBSA’s clients with their global valuation requirements.”

Ranked among the top five

RBSA has eight offices (including units in Mumbai, Delhi, Bengaluru, Kolkata, Hyderabad and Ahmedabad across India), as also Dubai and Singapore. Backed by a strong team of more than 250 professionals, it serves domestic and multinational corporates, governments and regulators, domestic and international banks, financial institutions and private equity funds. It is also a registered valuer entity (RVE) and a recognised insolvency professional entity (IPE), as well as a SEBI-registered Category I merchant banking firm. The firm has been consistently ranked amongst the top five M&A Advisory Firms in India in the league table of Venture Intelligence & Merger Markets for the last four years.

“I am delighted to note this significant milestone,” says Dinesh Kanabar CEO, Dhruva Advisors LLP. “Indeed, RBSA has started the journey of transitioning itself from being an organisation to being an institution. And, on the assignments that we have worked with RBSA, the quality has been outstanding and we have seen only satisfied clients. In a market where everything tends to be commoditised, RBSA has been able to carve out a niche for itself and ensure that its offering is not commoditised; and it’s deliverable, not compromised. My best wishes on their continuing journey.”

 “What has been accomplished is phenomenal and has made a huge difference, but the work is far from over,” acknowledges Ramesh B Shah, 82, founder & chairman, RBSA Advisors. “It’s time to roll up our sleeves and continue this journey with even more dedication. Ours is a story of how a home-grown firm with resolve and grit can not only survive but also flourish in a transaction advisory space, which is always considered the domain of large and multi-nation entities. Our understanding of the local market and our perseverance to offer the right kind of products and services to our clients have been the key to this success. Going forward, we will continue to pursue our vision and look forward to live up to our clients’ expectations in a sustained manner.”

“The emergence of firms like RBSA offers an alternative narrative for the growth of home-grown firms,” responds Rajeev Shah, 46, CEO & managing director, RBSA Advisors. “It is an example of how a traditional Indian firm has rediscovered and transformed itself by focussing on the niche and high-end segment of valuation and transaction advisory services market. We would want to excel and bring to light our own potential. We want RBSA to be recognised as a high-end transaction advisory firm.” Rajeev, son of founder Ramesh Shah, has been leading the show from the front for the last decade or so, with Shah senior acting as a mentor and a guiding force for the RBSA family.

Rajeev’s role spans verticals ranging from managing the overall development to operations of the firm with leadership roles across business strategy and business development and the management of the various advisory practices of RBSA. Rajeev specialises in mergers & acquisitions, financial valuations, due diligence and fund raising. He has been involved with some of the major M&A engagements, as well as major disinvestment and privatisation assignments on behalf of the government of India.

A mechanical engineer with an MBA and CFA to boot, Rajeev has specialised in valuation and accredited himself as a master of valuation in real estate, as also plant & machinery. He is one of the few individuals who are registered as a valuer by IBBI (Insolvency and Bankruptcy Board of India) under the Companies Act for all three categories – securities & financial assets, plant & machinery and real estate. He is also an eminent member of RICS, UK, and a chartered valuer and appraiser (CVA) from IVAS, Singapore and is registered as an insolvency professional with IBBI.

Incredible reputation

Under Rajeev’s leadership, RBSA has proactively responded to the market transition. Currently, there are seven Infrastructure Investment Trusts (InvITs) in India, out of which five have RBSA as their valuer of projects. These five InvITs are: Power Grid Corporation of India; National Highways Authority of India; IL&FS; KKR (Virescent Infrastructure) and Tata Power (Solar). InvITs, designed to incentivise infrastructure players to swap their operating assets onto a platform that enables capital to be raised (which is akin to equity at the cost of debt), can be a solution to address liquidity-related requirements in the infrastructure space.

In the last few years, RBSA has emerged as a key player in the valuation and financial advisory services, catering to wide range of distress assets. The firm has been aggressively engaging itself in the banking system’s clean up cycle. Its incredible reputation and market leadership is evident from the fact that RBSA has been appointed in more than 75 per cent of the top insolvency cases (where distress debt exceeded Rs5,000 crore) in India. Out of the top 20 insolvency cases in India over the last four years, RBSA was selected as valuer in more than 15.    

RBSA has been engaged in several marquee engagements. DHFL’s has been the largest insolvency and distress resolution case in the NBFC sector in the country. Here, RBSA provided valuation and financial advisory services to the lenders and the administrator of DHFL for resolution and restructuring. DHFL was acquired by Piramal for Rs38,250 crore.

The IL&FS crisis shook the Indian banking sector to its core and has been responsible for triggering panic and adversely impacting the over liquidity scenario. RBSA is working for the newly inducted board of directors, IL&FS, to provide valuation and financial advisory services for various businesses and assets under the IL&FS group.

RBSA was a transaction advisor to the government of India for the sale of its stake in the North Eastern Electric Power Corporation (NEEPCO) to NTPC Ltd for Rs4,000 crore. In another case, RBSA provided valuation and financial advisory services to the creditors of Essar Steel for resolution. Essar Steel, the largest steel company which underwent resolution under IBC, was acquired by ArcelorMittal for Rs42,000 crore.  

Delivering results

The advisory firm has provided a whole range of valuation and financial advisory services to the creditors of Jet Airways for resolution. The airline, once the largest full-service operator in India, had subsequently fallen prey to financial distress. In another instance, CG Power & Industrial Solutions, an erstwhile dominant player in the engineering solutions and power sector, was acquired by Tube Investments. Here, RBSA helped the lenders of CG Power to resolve their issues through its valuation and financial advisory services. It was also the acquirer for post-acquisition PPA.  

RBSA was roped in for the valuation of assets of Heinz India’s consumer wellness business too, for the purpose of its acquisition by Zydus Wellness. The transaction size was in excess of Rs4,500 crore and included acquisition of popular brands like Complan and Glucon D. In another instance, the advisory firm acted as a financial and valuation expert witness for loss and damages assessment on behalf of IPL franchise Deccan Chargers in its dispute with BCCI, where BCCI was asked to pay Rs4,800 crore for ‘wrongfully terminating’ Deccan Chargers from IPL.

 "RBSA is the largest Indian valuation firm and has built a strong reputation across sectors for providing an objective and independent perspective. Due to this, they are one of the go-to valuation firms used in insolvency cases. This was our experience working with them on the Essar Steel insolvency case, which was the largest resolution achieved in India. Rajeev and the RBSA team deserve to be complimented on this significant milestone (50th anniversary)," remarks Nikhil Shah, managing director, Alvarez & Marsal India.

“I would like to congratulate RBSA on its 50 years’ journey of providing professional services,” affirms Abizer Diwanji, head, financial services, EY. “It is also heartening to note that a domestic firm has grown to such levels of professional integrity, competence and credibility, purely on its processes and dedication to serving various stakeholders, that it has won a significant position in the deal space. It has dealt with clients as complex and, hence, difficult, as DHFL and delivered results with the utmost sincerity, despite headwinds. Compliments to Rajeev and his team! I look forward to working with them in the future too.”

“From a sheer valuation firm, RBSA has evolved into a full-fledged transaction advisory firm, offering services across all segments of the business – valuation, investment banking, restructuring, transaction tax and risk consulting,” acknowledges Mitali Shah, managing director & head, banking & restructuring, RBSA. “In the last decade or so, we have been consciously building our capability across these fields and today, we are a fully-integrated solution provider and well recognised for our seamless delivery of high-quality services.” 

Under her leadership, RBSA has set up a dedicated team of 50 professionals and resolved restructuring/IBC-related cases. In a short period of three years, it has been engaged in over 15 restructuring cases, of which it has already resolved eight cases. The firm acted as interim resolution professional for Reliance Comm, along with its two group companies, under IBC in 2016. It was also the resolution professional for Vardhman Industries, which was successfully taken over by JSW Steel. Besides, RBSA acted as resolution professional for Jaihind Projects under IBC. In several other restructuring/IBC cases involving Cox & Kings, Jaypee Infratech, Monnet Steel, ABG and GTL, the firm acted as process advisor/advisors.  

“We see insolvency and restructuring as an emerging area and are fully geared up to tap the opportunities not only in India but also in other parts of the globe,” adds Mitali. “We have already set up an office in Dubai to take up these cross-border insolvency cases in that region.” She has been a part of the RBSA leadership team for almost two decades and is at present concentrating on strengthening the risk consulting practice of RBSA, by increasing the bouquet of services which include technical, process and financial risk advisory and an agency for special monitoring.

Mitali has more than 18 years’ experience and specialisation in insolvency & resolution practice, real estate and industrial assets valuation, auctions and portfolio valuation, as also technical and assurance services. A civil engineer by profession and master of valuation in plant & machinery by qualification, she is registered as a valuer by IBBI under the Companies Act for Plant & Machinery and Real Estate. She is also a Member of the Royal Institution of Chartered Surveyors (MRICS), UK and an insolvency professional, registered with the Insolvency & Bankruptcy Board of India (IBBI).

“RBSA’s has been a journey of a transformation,” reminisces Manish Kaneria, MD & COO, RBSA Advisors. “From a small firm with limited resources and offering, we have progressed to become a full-fledged transaction advisory form, with a presence across all segments of the business. Our quality of products and offering, as also our transparent and robust way of handling issues, has been something that has appealed to our clientele and helped us reach the level we are at today. We have been proactively looking out for emerging opportunities in the Indian market which, in the midst of the changing regulatory landscape, possesses huge potential. We, as an organisation, are all geared up to tap these prospects.”

A friend of Rajeev and a member of the leadership team from the beginning, Kaneria has been one of the prime movers for RBSA’s growth. He actively manages overall operations and also co-heads the valuation practice, with a focus on industrial valuation. He specialises in industrial valuation and technical due diligence for M&A, financial reporting, lending, litigation and restructuring purposes. He has served clients across various industries with a distinct focus on power, metals, mining, manufacturing, infrastructure and telecom.

A member of the science faculty, with further specialisation in the valuation of assets (including plant & machinery), Kaneria is registered as a valuer by IBBI under Companies Act for plant & machinery and real estate. He is also a member of the Royal Institution of Chartered Surveyors (MRICS), UK and an insolvency professional registered with the IBBI.

“We are happy the way our journey has progressed so far, even as we had our share of challenges and adversities,” says Rajeev, tracing the RBSA success story that was initiated by his father 50 years back from Jaipur. “We have to put determined and concerted efforts to achieve this milestone and look forward to sustain this momentum going ahead as well.”

Expertise in valuation services

A civil engineering graduate from the Birla Institute of Technology, Mesra, Ranchi, 1962, Shah (who is also a law graduate), developed a liking for the then new profession of valuation at an early stage in his career. Having completed his studies in engineering, he joined Jaipur Metals & Electricals as a workshop engineer. That was where he came in contact with Kailash Nath Bhargava, a retired chief engineer, who taught him the nuances of valuation practices. 

He got into valuation jobs (industrial valuation) on a part time basis, even as he worked on the shop floor as an engineer with the company in Jaipur. Though he started off small-time, his reputation grew rapidly with every passing year. He distinguished himself with his expertise in valuation services. During the initial years, he too had his share of challenges. However, he found a great companion and motivator in his wife Surekha, who also helped him with preparing reports. He named his firm RB Shah & Associates, which was later rechristened to RBSA Advisors.  

During the next few years, with perseverance and dedication, Shah built his reputation as a valuer and his firm became the first choice for many banks and institutions. At that time, he was the first and only valuer in India to be registered for both real estate as well as plant & machinery. His knowledge of engineering, coupled with his law degree, gave him a unique perspective in valuation. He was soon invited to handle complex and larger engagements. Though his practice with the small set-up in Jaipur was recognised, this was still only confined to that region, particularly Rajasthan, till 2000.

His son Rajeev joined the firm in 2000 and started thinking big. He brought a new dynamism and ambition to the firm, which was about to explore opportunities in the liberalised economic scenario. The duo decided to spread their operation to other geographies and, by 2003, the firm had offices in Ahmedabad as well as Mumbai.

Since 2007, Mumbai has also been RBSA’s corporate headquarters. This was followed by the setting up of offices in Delhi and Bengaluru, making RBSA a truly national valuation firm in India. The last decade or so has been quite eventful for the firm as, under the leadership of Rajeev (with his father gradually taking a back seat, more as a mentor), the firm grew manifold both in terms of offerings and geographies (overseas expansion as well).

RBSA took a conscious decision to diversify its offerings to other transaction services, even as it emerged as one of the established players in the valuation practice. By 2006, the world’s largest valuation firm American Appraisal (which was acquired by Duff & Phelps subsequently) had even made an offer to buy out RBSA; however, the Shahs had other plans. “While the industry was going through consolidation and MNCs were increasingly looking out for increasing their pie in India, we also got an offer,” recalls Rajeev. “However, we had much bigger ambitions. In fact, pursuing an independent journey has always been a matter of pride and honour for us.” 

Keeping a progressive approach in completing the transaction advisory value chain for its clients, the firm started adding new practices, where transaction services (financial due-diligence) as also transaction and M&A tax are the latest additions (early 2020) in the portfolio. RBSA diversified into restructuring & insolvency services by setting up its own insolvency professional entity. The firm has more than 14 partners, with over 12 large distress companies under its management.

RBSA has also decided to explore cross-border opportunities in a big way. In early 2015, it opened its first international office in Dubai to cover the larger GCC and the Middle East and North Africa region. This was followed by an office in Singapore to cater to the ASEAN region. Besides, the firm also entered into strategic alliances with multiple global affiliates, including Stout as also VRG, whose international offices span five continents with nearly 50 office locations across North, South & Central America, Europe, Asia and Australia.

While doing all this, RBSA also ramped up its team significantly, hiring people – the best of talents from across the industry. From being a 100-odd member team in 2012, RBSA grew to 200 professionals by 2018; today, it has a strong team of 250 people. While expanding its offerings, the firm has also put up a strong leadership team, with Chetan Khandhadia, managing director, transaction services (financial due diligence); Ravi Mehta, transactions and M&A tax; and Ravishu Shah, co-lead in valuation practice, being the latest (in the last 12-16 months) to join RBSA.

Strengthening position

Prior to joining RBSA in December 2019, Khandhadia had spent 20 years with PwC and four years with Grant Thornton in Mumbai. He was due diligence partner with PwC for 10 years and headed due diligence practice at GT too. He was also managing partner, Ahmedabad office, PwC.

Mehta headed transaction tax practice at Grant Thornton for around five years and was transaction tax partner with Ernst & Young (EY) too for five years. He also held senior positions in PwC and RSM. Ravishu Shah, was executive director, PwC, prior to joining RBSA. He spent 18 years with PwC India and four years with ACC Ltd. He brought with him experience of over 23 years in the area of valuation, which encompasses exchange ratio recommendation, purchase price allocation, valuation for transfer pricing, negotiation support, entry/exit of joint venture partners, etc.

“Our 50 years of existence is a validation of our acceptance in this fiercely competitive market,” affirms Rajeev. “Going forward, we aim to strengthen our position not only in India, but also the regional markets across the Middle East and the ASEAN region. We will continue to remain focussed and provide independent, professional, ethical and high-quality comprehensive advisory services.”

No doubt, for a home-grown transaction advisory firm like RBSA, which began its journey in a humble manner, this is a big milestone. The firm has successfully completed a long journey of 50 years, something the RBSA team will always be proud of. The landscape of transaction advisory has always been dominated by large MNCs and RBSA, with its sheer grit and determination, has positioned itself quite well in the market. Its differentiated and quality services, as also its deep understanding of the local market, give it a distinct edge over the competition.  

While valuation has been its key area, it has diversified to expand its offering across other practices in the transaction advisory value chain. This transition will help it begin its next growth phase, where it will not only expand its local base, but also go overseas. It remains to be seen how it will be able to proceed on its journey in the next phase.

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