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Industry Overview-
2.1.1 Introduction to Due Diligence
Due diligence is a process of thorough and objective examination that is undertaken before corporate entities enter into major transactions such as mergers and acquisitions, issuing new stock or other securities, project finance, securitization, etc. One of the key objectives of due diligence is to minimize, to the maximum extent practicable, the possibility of there being unknown liabilities or risks. The exercise is multi-dimensional and involves investigation into the business, tax, financial, accounting and legal aspects of an issuer.
Due Diligence Review (DDR) is a process whereby an individual, or an organization, seeks sufficient information about a business entity to reach an informed judgment as to its value for a specific purpose. Dictionary meaning of 'Due' is 'Sufficient' & 'Diligence' is 'Persistent effort or work'. Offers to purchase an asset are usually dependent on the results of due diligence analysis. This includes reviewing all financial records plus anything else deemed material to the sale. Sellers could also perform a due diligence analysis on the buyer. Items that may be considered are the buyer's ability to purchase, as well as other items that would affect the purchased entity or the seller after the sale has been completed. Due diligence is a way of preventing unnecessary harm to either party involved in a transaction. Mergers & Acquisitions are the driving force behind DDR. Due to globalization coupled with variety of other factors, India has entered into an era of mergers and acquisition. Some of the reasons for which a DDR may be carried out are as follows:
Industry Overview-
2.1.1 Introduction to Due Diligence
Due diligence is a process of thorough and objective examination that is undertaken before corporate entities enter into major transactions such as mergers and acquisitions, issuing new stock or other securities, project finance, securitization, etc. One of the key objectives of due diligence is to minimize, to the maximum extent practicable, the possibility of there being unknown liabilities or risks. The exercise is multi-dimensional and involves investigation into the business, tax, financial, accounting and legal aspects of an issuer.
Due Diligence Review (DDR) is a process whereby an individual, or an organization, seeks sufficient information about a business entity to reach an informed judgment as to its value for a specific purpose. Dictionary meaning of 'Due' is 'Sufficient' & 'Diligence' is 'Persistent effort or work'. Offers to purchase an asset are usually dependent on the results of due diligence analysis. This includes reviewing all financial records plus anything else deemed material to the sale. Sellers could also perform a due diligence analysis on the buyer. Items that may be considered are the buyer's ability to purchase, as well as other items that would affect the purchased entity or the seller after the sale has been completed. Due diligence is a way of preventing unnecessary harm to either party involved in a transaction. Mergers & Acquisitions are the driving force behind DDR. Due to globalization coupled with variety of other factors, India has entered into an era of mergers and acquisition. Some of the reasons for which a DDR may be carried out are as follows:
Industry Overview-
2.1.1 Introduction to Due Diligence
Due diligence is a process of thorough and objective examination that is undertaken before corporate entities enter into major transactions such as mergers and acquisitions, issuing new stock or other securities, project finance, securitization, etc. One of the key objectives of due diligence is to minimize, to the maximum extent practicable, the possibility of there being unknown liabilities or risks. The exercise is multi-dimensional and involves investigation into the business, tax, financial, accounting and legal aspects of an issuer.
Due Diligence Review (DDR) is a process whereby an individual, or an organization, seeks sufficient information about a business entity to reach an informed judgment as to its value for a specific purpose. Dictionary meaning of 'Due' is 'Sufficient' & 'Diligence' is 'Persistent effort or work'. Offers to purchase an asset are usually dependent on the results of due diligence analysis. This includes reviewing all financial records plus anything else deemed material to the sale. Sellers could also perform a due diligence analysis on the buyer. Items that may be considered are the buyer's ability to purchase, as well as other items that would affect the purchased entity or the seller after the sale has been completed. Due diligence is a way of preventing unnecessary harm to either party involved in a transaction. Mergers & Acquisitions are the driving force behind DDR. Due to globalization coupled with variety of other factors, India has entered into an era of mergers and acquisition. Some of the reasons for which a DDR may be carried out are as follows:
Credit Risk Management & Strategic Capital Allocation
2.2 Parameters To Be Looked For Making Strategic Capital Allocation
Market-leading companies not only achieve success through their business results, but also by properly allocating capital in a way that is most beneficial to shareholders. A process of how businesses divide their financial resources and other sources of capital to different processes, people and projects. Overall, it is management's goal to optimie capital allocation so that it generates as much wealth as possible for its shareholders. !apital allocation decisions are vital in determining the future of the company and, as such, are some of the most important responsibilities of company management. "ome of the metrics that helps in evaluate management's ability to effectively allocate capital in any set of market conditions. "hould the company issue or increase dividends# "hould it build that new factory or hire more workers# $hese are the dilemmas facing managers of today's publicly-traded companies. %very company follows a life cycle& in the early stages of life, capital allocation decisions are pretty simple - most of the cash flows will be poured back into the growing business, and there probably isn't going to be much money left over. After many years of strong, steady earnings growth, companies find out that there is only so much market out there to be had. 'n other words, adding the ne(t product to the shelf, or adding the ne(t shelf for that matter, is only half as profitable per unit as the first things that were put on that shelf many years ago. %ventually, the company will reach a point where cash flows are strong, and there is e(tra cash )lying around.) $he first discussions then can begin about such things as* %ntering a new line of business - $his re+uires higher initial outlays of cash, but could prove to be the most profitable course in the long run. 'ncreasing capacity of the core business - $his can be confidently done until growth rates begin to decline. 'ssuing or increasing dividends - $he tried and true method. ,etiring debt - $his increases financial efficiency, as e+uity financing will almost always be cheaper. 'nvesting or ac+uiring other companies or ventures - $his should always be done cautiously, sticking to core competencies. -uying back company stock. Kiran Mazumdar Shaw, Group 1 | Page 1
Credit Risk Management & Strategic Capital Allocation
Management makes these kinds of decisions by using the same metrics available to investors. $hese include* ,eturn on %+uity A stock's return on equit .,O%/ reveals the growth rate of the company in )shareholder dollars.) 0hen looking at a company's ,O%, there are a few considerations to take into account, such as the age of the company and what type of business it operates. 1ounger companies will tend to have higher ,O%s because cash deployment decisions are easy to make. Older firms and those operating in capital!intensi"e businesses .think telecom or integrated oil/, will have lower ,O%s because it costs more up front to generate the first dollars of revenue. ,O% is very specific to the industry in which the company operates because each has uni+ue capital re+uirements& therefore, comparisons should only be made to similar companies when reviewing this valuable metric. A ,O% above the industry average is a good sign that management is wringing the most profit possible out of every invested dollar. ,eturn on Assets Return on assets .,OA/ is similar in theory to ,O%, but the denominator of the e+uation has changed from stockholder e+uity to total assets. $he ,OA number tells us what kind of return management is getting on the assets at its disposal. As with ,O%, ,OA figures will vary greatly within different industries, and should be compared with this in mind. ,OA performance will, over the long run, provide a clearer picture of profitability than ,O% will. 0hy# -ecause in the ,O% calculations, current net income and last year's net income are major variables& they also happen to be much more volatile than long-term growth rates. 0hen ,OA is calculated, most of the denominator is made up of long-term assets and capital, which smooth out some of the short-term noise that ,O% can create. %ssentially, ,O% can vary widely for a company from year to year, while ,OA figures take longer to change significantly. Kiran Mazumdar Shaw, Group 1 | Page 2
Credit Risk Management & Strategic Capital Allocation
!apital ,e+uirements and !ash Management 2ividend-paying stocks are attractive to many investors. 2ividends are an effective way of returning free cash flow to shareholders, and encourage long-term investment in a company. -y looking at the paout ratio for a stock's dividend, an investor can easily tell what percentage of net income is being used to pay dividends. $he smaller the payout ratio, the more room management has to increase this amount in the future. $he most mature dividend- paying companies are paying out 345, or more, of all the net income to shareholders, which provides for a nice yield, but leaves very little cash behind to generate future earnings growth. $hese stocks end up resembling real estate in"estment trusts .a security where at least 645 of net income must be distributed to shareholders annually/. As a result, investments in companies with very high dividend payouts will e(perience little price appreciation. "tock #u#acks are another common way to allocate e(cess capital within an organiation. 0hen is this in the shareholders' best interests# 'f the company truly feels that its stock is undervalued, buying back stock could very well be the best use of the funds. $his will increase the percentage ownership of all the other shareholders, and is generally seen as a positive sign that management believes in the future of the company. $he -ottom 7ine 8or the individual investor, part of any effective due diligence should include understanding the history of, and e(pectations for, the capital allocation abilities of a company. 0hen looked at along with the "aluation and growth, management's ability to allocate capital effectively will determine whether it is destined to have a front-running stock, or an )also- ran.) ,efferences- Capital allocation t$eor% t$e stud o& in"estment decisions # Gerald A. Fleischer Kiran Mazumdar Shaw, Group 1 | Page 3
Credit Risk Management & Strategic Capital Allocation