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UNIT 1 NATURE OF LONG TERM
FINANCIAL DECISIONS
Objectives
The objectives of this unit are to :
explain the basics of financial decisions and spell out the distinguishing
features and interlinkages between financing and investment decisions of
the firm.
describe and illustrate the primary objectives of financial decision making.
discuss the cardinal principles of financial decisions.
explain and illustrate the concepts of time value of money.
explain and illustrate the computation of the implied rate of interest,
implied principal amount and annuities in borrowing and lending
transactions.
narrates the basic factors influencing long term financial decisions.
Structure
1.1
Introduction
1.2
1.3
1.4
1.5
1.6
1.7
1.8
Summary
1.9
Key Words
Further Readings
1.12 Answers
1
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Overview of Financial
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1.1 INTRODUCTION
Role and responsibilities of a finance manager have under gone a remarkable
transformation during the last four decades. Unlike the past, finance manager
plays pivotal role in planning the quantum and pattern of fund requirements,
procuring the desired amount of funds on reasonable terms, allocating funds so
pooled among profitable outlets and controlling the uses of funds. Since all
business activities involve planning for and utilization of funds, finance manager
must have clear conception of the financial objectives of his firm and cardinal
principles of financial decisions. Against this back drop, we shall discuss the
basics of financial decisions; nature of long term financing and investment
decisions; NPV Rule; time value of money; determination of implied interest
rates, implied principal amount and annuities and basic factors influencing long
term financial decisions.
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financing mix. It is concerned with how to raise money for business so as to
maximize value of the firm. Highlights of financing decisions are as follows:
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Overview of Financial
Decisions
any management want to raise any capital unless it had some kind of project
already in mind? Alternatively, how can a management consider undertaking a
new project unless it already had some ideas as to how it is going to raise the
necessary finances? So how does one decide which comes first? Chicken or
the egg? The answer in our context is somewhat simpler than the moot
question concerning the egg and its parent. The two decisions are in reality
simultaneous. In fact neither decision by itself makes sense without the other.
There would be no financing decisions to make in the absence of investment
decisions and vice versa.
(b) Investment Decision Vs Financing Decision- Fundamental Difference
This, however, is not to imply that the line dividing the two is fuzzy. In fact,
conceptually the two kinds of decisions are quite different and it is important to
recognize them as such. What is the fundamental difference between the two ?
Evidently, both, financing as well as investment decisions involve a certain
selection of cash flows. Typically, a financing decision involves accepting cash
today (inflows) from the capital market and repaying the same together with
interest or dividend subsequently over a period of time (outflows). On the
other hand, an investment decision involves investing the cash today in the
product market (outflow) and receiving a stream of earnings (inflows)
subsequently. Now, the cash invested in the product market is, in fact, the cash
which is raised from the capital market.
(c) Relationship through NPV
If after paying all lenders their interest and shareholders their normally expected
dividends, some surplus is left, obviously, it will belong to the shareholders
thereby increasing their wealth. Usually, however, it is extremely cumbersome,
though not impossible, to match the cash flows arising from the financing
decisions and the cash flows accruing from the investment decisions on a
period basis on account of the possible mismatch between their timings. It is
therefore far simpler to capture the financing cash flows through their cost (of
capital and to use this rate for discounting the operating cash flows. Under this
framework, obtaining a positive net present value (NPV) implies the same thing
as minimizing the cost of capital. The point becomes further clear if we take
another look at the NPV formula i.e.
NPV=Co+C1/(1+r) where C0 and C1 are cash flows occuring at time 0 and 1
A close look into the formula would readily show that r and NPV are
inversely related. A higher r would mean lower NPV and vice versa. The r
being the rate of discount which normally represents cost of capital. It clearly
highlights the interlinkage between the financing and the investment decisions
and provides an explicit justification of the NPV rule as the basic rule of
financial decision making.
Activity 1
(a) Identify forces than brought about fundamental change in role and
responsibilities of a finance manager in India.
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(b) Write down two sets of cash flows; one representing a financing scheme
and the other an investment scheme.
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(c) Show the IRR of the Financing Scheme.
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(d) Discount the cash flows of the investment scheme using the above IRR
as the discount rate.
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(e) NPV formula captures the interlinkages between investment andfinancing
decision. Explain, with examples.
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NPV
(W)
A1
A2
An
+
+
C
2
(1 + k)
(1 + K)
(1 + k)n
where
W = net present worth
A1,A2An = the stream of benefits expected to occur over a period of time
K = appropriate discount rate to measure risk
C = initial outlay required to acquire the asset
n = time
The objective of wealth maximization removes the following limitations of profit
maximization objective (all such actions increasing income and cutting down
costs should be undertaken):
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Overview of Financial
Decisions
(i) The term profit as used in the profit maximization goal is vague.
(ii) it ignores time value factor.
(iii) It ignores risk factor.
The wealth maximization objective has the advantage of exactness and
unambiguity and also takes care of time value and risk factors.
There are many other objectives which are assumed to compete with Value
Maximisation Objective (VMO). In fact there are a whole lot of researchers
who interview practicing managers and show that the managers often have a
whole lot of other legitimate objectives other than the VMO. These are often
enumerated as maximizing return on investment, maximizing profit after taxes,
maximizing sales, maximizing the market share of their products and so on. It is
often held that very few managers in fact agree to pursue value maximisation
of their firms as an explicit objective.
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A little reflection reveals the intrinsic weakness of such studies. For example,
one researcher asked a manager who held maximization of market share as the
corporate objective, as to whether he would like his company to capture 100%
market share by pricing below costs. Clearly if market share maximization is
the prime objective, he should have no objection to such a proposition. And yet
it would be a poor manager indeed who goes for such an opinion. Clearly, his
desire to maximize market share even at cost of profits in the short terms,
must have been triggered off by the possibility of attaining a monopolistic
position so that profits in the long term can be maximized. Similarly, a manager
who maximizes sales may be operating under the assumption, that such a
course of action would eventually lead to enhanced profits in the long run, if
not immediately. Other objectives such as maximization of return on investment
or profit before taxes etc. are at any rate linked to the wealth maximization
criteria directly or indirectly. We can see that what are constructed as
objective as other than VMO are in fact merely short term operational
strategies for maximizing wealth of the shareholders in the long run.
NPV1 =
75,000
70,000 = 1817.50
(1 + 0.1)
NPV2
NPV3 =
77 , 000
70 , 000 = 0
(1 + 0 . 1 )
80,000
70,000 = 2727 .27
(1 + 0.1)
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Overview of Financial
Decisions
Applying the NPV rule, X will invest in land only where the land will sell for
Rs.80,000 next year and not where the land will sell for either Rs.75,000 or
Rs.77,000. positive NPV is the logic.
One might ask here: Is this NPV rule valid for firms also? The answer is
yes, as long as the objective of the firm is value maximization.
Activity 2
(a) Map out profit pool for a transport industry.
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(b) The market price of a companys share falls. What could be the possible
reasons?
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(c) Investors in a capital market revise their expectation of return from a
particular company from 20% to 24% on account of that company having
undertaken some risky ventures recently. Would the market price of that
companys share go up or go down ? why?
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(d) On account of certain government concessions to a particular company, its
financial performance is expected to improve in the future. Would the
market price of the companys share go up or go down? Why?
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(e) A firm has decided to set up a steel plant. What sources of funds would
you suggest to the firm for funding the plant?
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Overview of Financial
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1.5.1 Compounded Value
A = P 1 +
mn
Where
A
m
P
r
n
=
=
=
=
=
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Overview of Financial
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Similarly, what will be the present value of Rs.100 to be received one year
hence, @ 10% per annum? This will be Rs.9.90909, arrived at by dividing
Rs.100 by by 1.1.
In mathematical terms:
Present value of Rs.100 to be received one year hence, @ 10% per annum =
100/1.1=90.90909.
Similarly, the present value of rs. 100 to be received two years. Hence, @
10% per annum = (100/1.1)/1.1=100(1.1)2 =82.64463.
In general then the present value of an amount P to be received in n
periods hence, at the rate or r per period will be =P/(1+r)n.
Note: 1/(1+r)n is shown as the present value factor for an amount received n
periods hence, at the discount rate of r per period.
Activity 3
(a) A sum of Rs.1,000 is placed in the savings account of a bank at 5 percent
interest rate. Find the sum at the end of two years.
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(b) An investor has an Opportunity of receiving Rs.1,000, Rs.1,500, Rs.800,
Rs.1,100 and Rs.400 respectively at the end of one through five year. Find
the present value of this stream of uneven cash flows, if the investors
interest rate is 8 present?
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(c) You can get an annual rate of interest of 13 percent on a public deposit
with a company. What is the effective rate of interest if the compound is
done (a) half yearly (b) quarterly and (c) weekly.
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Nature of Long Term
Financial Decision
1
20
20
120
2
20
20
20
120
3
45
90
4
70
60
5
95
30
(Repay in perpetuity)
6
95
5
5
5
30
7
20
20
20
20
20
20
20
What is the interest rate implied in each of the above repayment schedules? Is
it 20% for all the schedules? At this stage you may find it more difficult to
provide an answer. It may, however, be relatively simpler to answer the
question for schedules 1,2 and 7 intuitively.
In case of schedule 1, Rs.20 is paid towards interest at the end of first year
since the loan is fully outstanding. Similarly Rs.20 is paid again at the end of
second and third years, at which time the principal of Rs.100 is also repaid.
Similarly, in case of schedule 2, the principal amount is fully repaid only at the
end of fourth year, till which time the interest of Rs.20 is being paid at the
end of every year. In case of schedule 7, the principal is never repaid and
hence the interest of Rs.20 is being paid at the end of every year for ever,
thus, in all these cases the implied interest rate remains 20% per annum.
For repayment schedules from 3through 6, a similar interpretation is possible,
through this would be somewhat more difficult. Consider, for example, schedule
4. in this case, at the end of first year half of the principal is repaid. However
since the entire principal is outstanding for the whole of first year, the interest
accrued is Rs.20. this together with half the principal being repaid at the end of
the first year amounts to Rs.70. Thus, only Rs.50 is outstanding as long for the
second year so that the interest accrued on this amount at the rate of 20% in
the second year is only Rs.10. The outstanding loan of Rs.50 is fully paid the
end of second year so that the total repayment at the end of second year is
Rs.60. Thus, the interest rate implied in this case is also 20%.
(Can you provide similar interpretations for schedules 3,5 and 6? You should be
able to see that in all these cases the implied interest rate is 20% per annum).
It should be readily apparent that one may arrive at an infinite number of such
repayment schedules all of which imply an interest rate of 20% per annum. In
the absence of prior information on the interest rate, how can one determine
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Overview of Financial
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what interest rate is implied in a given loan scheme? One must have a more
structured and systematic approach to determine the implied interest rate, given
a loan amount and its repayment schedule.
Let us consider schedule 3. The Schedule represents a repayment of Rs.45 at
the end of first year and Rs.90 at the end of second year, against a loan of
Rs.100 now. The interest rate may be defined as that rate at which the present
value of the repaid amounts exactly equal Rs.100 Let this rate be equal to r.
Thus we must have:
100 = 45/(1 + r) + 90/(1 + r)2
(Note : 45/(1 + r) represents the present value of Rs.45 to be paid one year
later and 90/(1 + r) represents the present value of Rs.90 to be paid two
years later, at the rate of r per annum).
The value of r can be determined from the above equation using the hit and
trial method without much difficulty. In this case, it can be found that when r =
0.20, the equation is exactly satisfied, so that the interest rate implied in this
case is confirmed to be 20%.
You have studied that Internal Rate of Return (IRR) is the rate at which the
present value of the inflows exactly equals the initial outflow. In the above
example, the initial borrowing (inflow) is 100 and the repayments (outflows) at
the end of the first and second years are Rs.45 and Rs.90, respectively. At the
rate of 20%, the present value of outflows exactly equals the initial inflow.
Thus, for the set of cash flows represented by Rs. 100, in time zero, -45 at the
end of the first year, and -90 at the end of second year respectively (plus sign
is for the inflow and minus sign is for the outflow), the implied rate of interest
is equal to 20%. In other words, interest rate implied in a typical loan scheme
which involves an initial inflow (borrowing) followed by subsequent outflows
(repayments) is just like the IRR of the cash flows associated with the loan
scheme.
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find out the present value of the inflows, namely Rs.20 at the end of first year,
Rs.30 at the end of second year and 160 at the end of third year (Rs.40 worth
of dividends plus Rs.120 from the sale of the share) at a rate which you
expect to earn on your investment. Let us assume that you wish to earn 25%
on this investment as you consider the proposition somewhat risky (assuming
that higher the risk, higher the return expected). The present value of the
above inflows when discounted at 25% yields about Rs.117, which is the
amount you should be willing to pay for a single share of the company
mentioned above.
Activity 4
(a) In the above example, the repayments commenced one year later. What
would you do if annual repayments were to commence as soon as loan
was received, i.e. from time zero onwards, instead of from the end of first
year onwards?
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(b) In the annuity example given above, can you find out the annuity payments
if the repayment period were three years or four years or five years?
What will be the annuities, if the payments were to commence
immediately?
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(c) Given the cash flows + 500, -100, -200, -300, -400 in period 0,1,2,3 and 4,
respectively. Calculate the Implied rate of interest.
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Overview of Financial
Decisions
External factors
External factors refer to environmental factors that bear upon operations of a
business enterprise. These factors are beyond the control and influence of
management. The following external factors enter into long term financial
decision making process:
(i) State of economy-i.e. phase of trade cycle.
(ii) Institutional structures of capital markets (Developed or undeveloped).
(iii) State regulations in financing (Debt Equity Norms, Dividend Payment
Restrictions etc.
(iv) Taxation policy.
(v) Expectations of Investors in terms of safety, liquidity and profitability.
(vi) Lending policies of financial institutions.
Internal Factors
Internal factors comprise those factors which are related with internal
conditions of the firm, as listed below:
(i) Nature of business
(ii) Size of Business
(iii) Age of the firm
(iv) Ownership structure
(v) Asset structure of the firm
(vi) Liquidity position of the firm
(vii) Expected return, cost and risk
(viii)Probabilities of regular and steady earnings
(ix) Attitude of management
It is practically inexpedient to consider all the factors at a time since they are
antagonistic to each other. A prudent and skillful manager strives to strike a
proper balance among these factors in the light of income, risk, control and
flexibility factors.
1.8 SUMMARY
Investment decisions pertains to choice of outlets in which funds are to be
deployed so as to maximize value of the firm where as financing decisions
concern with funding of the outlets and dividend policy decision shed light on
allocation of net earnings between retention and distribution.
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A rupee today is not equal to a rupee tomorrow. This is so because the rupee
can be put to some productive use during the intervening period and thus made
to earn. Like any limited resources, capital does not come free. It has a cost,
which is termed as the time value of money. The mechanism by which we
equate a rupee today with a rupee tomorrow is by bringing both the rupees on
a common date, either today or tomorrow. Reducing them to todays value is
called their present value. Similarly, reducing them to tomorrows value is
known as terminal value. The former involves discounting the future rupee to
the present at the appropriate cost of money, while the letter involves
compounding the rupee today to a future date.
Finance manager has to exercise great skill and prudence to strike a proper
balance amongst external and internal factors influencing financial decisions.
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Overview of Financial
Decisions
2)
What is Net Present Value? How is the NPV rule related to the wealth
maximization objectives of a firm?
3)
What is IRR ? How does it relate to financing decisions? Can you use it
for investment decisions of the accept/reject type?
4)
5)
Bring out the factors influencing long-term financial decisions of the firm ?
6)
Obtaining Positive NPV implies the same thing as minimizing the cost of
capital Explain with examples.
7)
8)
What will be the monthly time adjusted interest rate which is equivalent to
an annual interest rate of 15%?
Hint : if annual rate = R, and equivalent quarterly rate = r, We will have :
(1 + R) = (1 + r) 4.
9)
A client goes to the bank and borrows Rs.12,000. the Bank Manager
requires the client to repay Rs.6,000 at the end of every year for three
years. What interest rate was the client charged? What would be the
interest rate if the Manager had instead asked the client to repay in five
annual installments of Rs.4,000 at the beginning of every year starting from
the date of borrowing?
16) You are considering to make an offer to buy some land for Rs.25,000 Your
offer will be to pay Rs.5,000 down and for the seller to carry a contract
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for the remaining Rs.20,000. you would like to pay off the contract over
six years at an interest of 18 per cent per year. For the first year, you
wish to pay interest only each month. For the remaining five years, you
are willing to pay off the contract in equal monthly installments. What will
be your monthly payment for years 2 through 6 if the seller agrees to your
terms?
17) Sukhdev wants to save money to meet two objectives. First, he would like
to be able to retire twenty years from now and have a retirement income
of Rs.30,000 per year for at least ten years. Second he would like to
purchase a plot of land five years from now at an estimated cost of
Rs.15,000. He can afford to save only Rs.5,000 per year for the first five
years. Shkhdev expects to earn 10 per cent per year on average from
investments over the next thirty years. What must his minimum annual
savings be from years 6 through 20 to meet his objectives?
18) Deepak has asked your advice on the following problem. He has a
mortgage loan on the family home that was made several years ago when
interest rates were lower. The loan has a current balance of Rs.30,000
and will be paid off in twenty years by paying Rs.270 per month. He has
discussed paying off the loan ahead of schedule with an officer of the
bank holding the mortgage. The bank is willing to accept Rs.27,000 right
now to pay it off completely. What advice would you offer to Deepak?
19) Which decisions comes first-investment or financing?
20) Explain, briefly, the nature and types of financial decisions.
1.12 ANSWERS
Activity 3
(a) Rs.1102.50
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Overview of Financial
Decisions
(b) Rs.3921.60
(c) 13.42%, 13.65%, 13.86%
Activity 4
(b) First part Rs.47.47, Rs.38.63 and Rs.33.44
Second part-Rs.39.56. Rs.32.19 and Rs.27.87
(c) Approximate -2)
Self assessment Questions/Exercises.
7. Prosecute B
8. 1.17.1.
9 first Part 23.51. Second Part-20/.
10 No. Negative NpV Rs.648
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UNIT 2 COST OF CAPITAL
Objectives
The objectives of this unit are to :
provide conceptual understanding of the cost of capital and its variants.
illustrate the computation of cost of specific courses of long-term finance
viz. long term debt and debentures, preference shares, equity shares, and
retained earnings.
discuss and illustrate the various weighting approaches and the Weighted
Average Cost of Capital (WACC).
examine the utility of cost of capital
Structure
2.1
Introduction
2.2
2.3
2.2.1
2.2.2
2.3.2
2.3.3
2.3.4
2.4
2.5
2.6
2.7
Summary
2.8
Keywords
2.9
2.10
Further Readings
2.11
Answers
Appendix 2.1: Share Valuation with Constant Growth in Dividends
2.1 INTRODUCTION
The Cost of Capital is an important financial concept. It links the companys
long-term financial decisions with the shareholders value as determined in the
market place. Two basic conditions must be fulfilled so that the companys cost
of capital can be used to evaluate new investment:
1)
The new investments being considered have the same risks as the typical
or average investment undertaken by the firm.
2)
The financing policy of the firm remains unaffected by the investments that
are being made.
In this unit, we shall dilate upon the concept of the cost of capital and its
classification, the process of computing cost of capital of individual components,
weighted cost of capital, significance of cost of capital and a few
misconceptions about the cost of capital.
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Overview of Financial
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ii)
A firms cost of capital represents minimum rate of return that will result
in at least maintaining (If not increasing) the value of its equity shares.
iii) Cost of Capital as a rate of return is calculated on the basis of actual cost
of different components of capital.
iv) It is usually related to long-term capital funds.
v)
Cost of Capital
Return at zero risk level (Risk free returns)
Premium for business risk
Premium for financial risk
Thus,
a)
Cost of Capital with Business Risk > Cost of Capital with no risk; and
b)
Cost of Capital with financial risk > Cost of Capital with Business Risk >
Cost of Capital with no risk.
Explicit Cost and Implicit Cost : Explicit cost is the discount rate that
equate the present value of the expected incremental cash inflows with the
present value of its incremental cash out flows. Thus, it is the rate of
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return of the cash flows of financing opportunity. In contrast, implicit cost
is the rate of return associated with the best investment opportunity for the
firm and its shareholders that will be foregone if the project presently
under consideration by the firm were accepted. In a nutshell, explicit costs
relate to raising of funds while implicit costs relate to usage of funds.
2)
Average Cost and Marginal Cost : The average cost is the weighted
average of the costs of each components of funds. After ascertaining costs
of each source of capital, appropriate weights are assigned to each
component of capital. Marginal cost of capital is the weighted average
cost of new funds raised by the firm.
3)
4)
Cost of Capital
Activity I
1)
Explicit Cost
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2)
3)
State how can Cost of Capital help a firm in converting its future cash
inflows in its present value.
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Overview of Financial
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ii)
I
(1 T)
Np
Where
Kd =
Np =
Tax Rate
=
=
Rs.1,00,000
4%
Rs. 10,000
Rs. 90,000
10% discount
4
(1 .60)
4.44%
(1 .60 )
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Rs. 10,000
Rs.1,10,000
Cost of Capital
(1 .60)
10% Premium
=
3.63%
In case of
premium Premium
mp
)
3 (I T) 3 100
p + nP
2
where
mp =
maturity period
np =
10,500
3 50 = 5.385%
97,500
(d) In case of underwriting and other issuing costs, they are adjusted in the
same way as discount is being adjusted in net proceeds and other
calculations.
Example, A company raised loan by selling 2,500 debentures with 10% rate of
interest at premium at Rs. 5 per debenture (Par value = Rs. 100), redeemable
in the 11th year. Underwriting and other issuance costs amounted to 3% of the
proceeds. The tax rate is 50%
(
(
25,000
12,500
10
7,875
10
2,50,000 + 2,54,25
2
)
3 (1 .5) 3 100
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Overview of Financial
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.5 100
4.865%
t
K
Example, A company has issued 11% debentures for Rs. 2,00,000. The
underwriting, brokerage and other issuance costs amount to Rs. 10,000. The
terms of debenture issue provide for repayment of principal in 5 equal
installments starting at the end of the first year. The tax rate is 60%.
Cash inflow
Cash Outflows
Year
Installment
Rs.
Interest
Rs.
Total
Rs.
Discount
Factor
14%
Present
Value
Discount
Factor
12%
Present
Value
40,000
22,000
62,000
.877
54374
.893
55366
40,000
17,600
57,600
.769
44294
.797
37875
40,000
12,200
53,200
.675
35910
.712
30744
40,000
8,800
48,800
.592
28890
.630
25175
40,000
4,400
44,400
.519
23044
.576
186512
12% +
(195067 190000)
(195067 186512)
12 % +
5067
8555
195067
(14 12)
2 = 13 . 184 %
(f) Effective cost of debt is lower than the interest paid to the creditors
because the firm can deduct interest amount from its taxable income. The
higher the tax rate, the lower the effective interest rate on debt and lower
the cost of debt. Let us take an example.
6
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There are two firms, A and B. The firm A has no debt and is totally financed
by equity capital. The firm B has Rs. 200 lakhs outstanding debt and pays an
interest rate of 10 per cent. The firms net income after-taxes is calculated
using three tax rates, 0, 25 and 50 per cent and the resulting values of net
incomes are compared. Assume that the earnings before interest and taxes of
both firms is Rs. 100 lakhs each.
Cost of Capital
Firm B
Firm A
Firm B
Firm A
Firm B
100
100
100
100
100
Interest
20
20
20
Taxable income
100
80
100
80
100
80
Taxes
25
20
50
40
100
80
75
60
50
40
(a)
Difference
(b)
Effective rate
20
15
10
10%
7.5%
5%
Notes :
a) NIAT of firm A - NIAT of firm B.
b) (a) ' Rs. 200 lakhs of outstanding debt of firm B.
If no taxes were paid, the only difference between the net incomes of the two
firms would be the interest expense incurred by the firm B. As the tax rate
increases, this difference diminishes. In the case of 0% tax rate, we can say
that the effective rate of debt is 10% (Rs. 20 / Rs. 200). In the case of 25%
and 50% it is 7.5% and 5%, respectively.
A simple formula for computing the cost of debt may be stated as follows:
Effective cost of debt
= Interest rate x (1.0 - tax rates)
Substituting the data from the above example.
1)
Effective cost of debt at 0% tax rate
= 10% x (1.0 - 0.00)
= 10%
2)
4)
A more generalised way of calculating the cost of debt capital is to find out the
discount rate which equates the present value of post tax interest and principal
repayments with the net proceeds of the debt issue i.e. (Par value x no. of
bonds Issue floatation cost). Mathematically this relationship can be expressed
as follows:
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n I (I - T)
R
Np =
+
+
n
t
t = 1 (1 + K) t (1 + k)
Where : np = net amount realised on debt issue
I = Annual interest payment
T = Tax rate applicable
R = Redemption Value
n = Maturity period of debt.
In the above eq. solving for K would yield the cost of debt capital. For solving
the above equation an approximation can be used which yield fairly close value.
(R - NP)
n
(R + NP) / 2
I (1 - T) +
K
Amortisation of the Cost of issue: Since the issue floation cost is tax deductible
cost and can be amortised evenly over the duration of debt finance, the cost of
debt capital would be K in the following equation.
t
n I (I - T) - (R - NP)
R
n
+
Np =
t
(1 + K)
(1 + k)n
t =1
An approximation for K is as follows
K
I (1 - T) +
(R-P)
n
(1 - T)
(R + P)/2
Activity 2
1.
A firm intends to issue 1,000, 10% debentures each of Rs. 100. What is the
cost of debt if the firm desires to sell at 5% premium. The tax rate is 50%.
...................................................................................................................
...................................................................................................................
...................................................................................................................
...................................................................................................................
2.
3.
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2.3.2 Cost of Preference Capital
Cost of Capital
Cost of preference share capital represents the rate of return that must be
earned on preferred stocks financed investments to keep the earnings available
to residual stockholders unchanged. Cost of preference shares can be
estimated by dividing the dividend stipulated per share by the current market
price of the share.
Dividend
Cost of Preference Capital =
Face Value - Issue Cost
Example, A Company is planning to issue 9% preference shares expected to
sell at Rs. 85 par value. The costs of issuing and selling the shares are
expected to be Rs. 3 per share.
The first step in finding out the cost of the preference capital is to determine
the rupee amount of preference capital is to determine the rupee amount of
preference dividends, which are stated as 9% of the share of Rs. 85 par
value. Thus 9% of Rs. 85 is Rs. 7.65. After deducting the floatation costs,
the net proceeds are Rs. 82 per share.
Thus, the cost of preference capital :
Rs. 7.65
= 9.33%
Rs. 82
Now, the companies can issue only redeemable preference shares. Cost of
capital for such shares is that discount rate which equates the funds available
from the issue of preference shares with the present values of all dividends
and repayment of preference share capital. This present value method for cost
of preference share capital is similar to that used for cost of debt capital; the
only difference is that in place of interest, stated dividend on preferences
share is used. The cost of preference capital which is redeemable is the value
of KP in the following equation
NP =
t =1
KP
(1 + KP)
R
n
(1 + KP)
D + (R NP) / N
( R + NP) / 2
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In a nutshell, it is the discount rate which equates present value of all expected
dividends in future with net proceeds per share/current market price. It
represents the minimum rate of return that must be earned on new equity stock
financed investment in order to keep the earnings available to the existing
residual owners of the firms unchanged.
Cost of equity capital is by for the most difficult to measure because of the
following reasons:
i)
The cost of equity is not the out of pocket cost of using equity capital.
ii)
iii) The relationship between market price with earnings is known. Dividends
also affect the market value (which one is to be considered).
The following are the approaches to computation of cost of equity capital:
(a) E/P Ratio Method : Cost of equity capital is measured by earning price
ratio. Symbolically,
Eo
x 100
Po
Po
3
Where (1+b) = Growth factor, where b is the growth rate as a percentage
and estimated for a period of three years.
Example, A firm has Rs. 5 EPS with 10% growth rate of earnings over a
period of 3 years. The current market price of equity share is Rs. 50.
Rs.5 (1 + .10)3
Rs.50
Rs.5(1.331)
50
100
100 =
6.665
100
50
= 13.31%
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Example, the market price of equity share is Rs. 15 and dividend rate is 15%
(Par value Rs. 10 per share)
Rs. 1.5
x 100 = 10%
Rs. 15
Cost of Capital
ii)
D
Ke
20 =
Ke =
2
Ke
2
= 10%
20
D1
D1
or Ke =
+ g
Ke g
PO
Where,
Po
D1
Ke
g
=
=
=
=
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Dividend (Rs.)
3.80
3.62
3.47
3.33
3.12
2.97
The firm maintained a fixed dividend payout from 1986 onwards. The annual
growth rate of dividends, g, is approximately 5 per cent. Substituting the data
in the formula,
Rs. 50
Ke
Rs.4
Ke 0.05
Rs. 4
+ 0.05
Rs. 50
12
(f) Securitys Beta Method : An investor is concerned with the risk of his
entire portfolio, and that the relevant risk of a particular security is the
effect that the security has on the entire portfolio. By diversified
portfolio we mean that each investors portfolio is representative of the
market as a whole and that the portfolio Beta is 1.0. A securitys Beta
indicates how closely the securitys returns move with from a diversified
portfolio. A Beta of 1.0 for a given security means that, if the total value
of securities in the market moves up by 10 per cent, the stocks price will
also move up, on the average by the 10 per cent. If security has a beta
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of 2.0, its price will, on the whole, rise or fall by 20 per cent when the
market rises or falls by 10 per cent. A share with 0.5 beta will rise by
10 per cent, when the market drops by 20 per cent.
Cost of Capital
= 17.7%
The use of beta to measure the cost of equity capital is definitely a better
approach. The major reason is that the method incorporates risk analysis,
which other methods do not. However, its application remains limited perhaps
because it is tedious to calculate Beta value. Nevertheless, as the competition
intensifies and the availability of funds and their cost become a challenge,
finance mangers will need this or similar approaches.
Activity 3
1.
A firm has Rs. 3 EPS and 10% growth rate of earnings over a period of
3 years. The current market price of equity share is Rs. 100. Compute the
cost of equity capital.
...................................................................................................................
...................................................................................................................
...................................................................................................................
...................................................................................................................
...................................................................................................................
...................................................................................................................
...................................................................................................................
...................................................................................................................
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2.
The current dividend paid by the company is Rs. 5 per share, the market
price of the equity share is Rs. 100 and the growth rate of dividend is
expected to remain constant at 10%. Find out the cost of capital.
...................................................................................................................
...................................................................................................................
...................................................................................................................
...................................................................................................................
3.
d1
+ G (1 TR) (1 B)
P0
= Ke (1-TR) (1-B)
where
Ke = Cost of equity capital based on dividend growth method
TR = Shareholders Tax Rate
B
= Percentage Brokerage cost
Example
A firms cost of equity capital is 12% and Tax rate of majority of shareholders
is 30%. Brokerage is 3%.
= 12% (1-0.30) (1-0.03)
= 8.15%
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Cost of Capital
Activity 4
1)
2)
List out three types of weights which may be used for computing weighted
average cost of capital of the firm.
...................................................................................................................
...................................................................................................................
...................................................................................................................
...................................................................................................................
Amount Rs.
Proportion %
Debt
20,00,000
20
4.50
Preference Shares
10,00,000
10
9.00
Equity Shares
30,00,000
30
11.00
Retained Earnings
40,00,000
40
10.00
1,00,00,000
100
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On the basis of book value, the cost of equity capital will be calculated as
follows:
Method of Funds
Proportion%
Cost %
Weighted cost %
Debt
20
4.50
0.90
Preference Shares
10
9.00
0.90
Equity Shares
30
11.00
3.30
Retained Earnings
40
10.00
4.00
9.10%
Example 2: Quality products is a consumer products company with wellestablished brand names. The cost of capital of quality products is estimated
at the end of 1996 for use in evaluating investment proposals in 1997. The
data for Quality Products Ltd. are as follows:
Financial data for Quality Products Ltd.
Rs. 0000
Source
Debentures (71/2%)
45
29
13.2
Debentures (91/2%)
50
42
13.2
Debentures (14%)
75
78
13.2
Other debt
210
192
13.2
Total debt
380
341
13.2
20
10
14.0
Equity shares
720
824
1992
1993
1994
1995
1996
1.45
1.60
1.77
2.05
2.28
2.48
2.97
3.73
4.21
4.83
4.86
4.95
24.00
50.000
Explanatory Notes
Interest rates on the three debentures issues were set at the rate (13.2%)
on the recently issued debentures of the firm which is selling close to par.
This was considered to be the best estimate.
Other debt includes different types of loans from financial institutions and
other privately placed debentures.
Market value is based on interest rates provided in the firms annual
report.
Preference share is Rs. 100 par: current market price is Rs. 50 per share.
Since the firms dividend and earnings have been growing steadily since, 1991,
the constant growth model can be used to estimate cost of equity. Though
dividends have grown at a slightly higher rate than earnings, one may assume
that shareholders would expect them to grow at the same earnings (10.8%).
Also assume, on the basis of the past record that the shareholders expect a
dividend of Rs. 2.60 in 1997. Thus:
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Ke
Cost of Capital
D
= + g
P
Rs. 2.60
= + 0.108
Rs. 50
= 16%
If the investors expect the dividends to grow at the higher rate (11.3%), the
cost of equity capital works out to 16.5%.
Applying the beta method, we obtain a somewhat higher number. Beta for
Quality Products is assumed to be 0.85. Interest rate on government bonds
(riskless rate) in 1996 would be, say, 12 per cent. The market risk premium
is 6%.
Thus
Ke
Weight
Cost
Weight x Cost
Debt
341
0.29
7.1
2.1
Preference Shares
10
0.01
14.0
0.1
Equity Shares
824
0.70
17.0
11.9
Total
1175
1.00
17.0
14.9
Explanation
Market values of debt, preference and equity shares are used.
Current interest rate on debt is adjusted for tax rate of 46 per cent, which
is the firms effective rate 13.2% (1-0.46) = 7.1%
Current preference dividend rate of 14% is used.
Activity 5
1)
Compare Beta value of equity shares of any one company listed on Indian
stock exchanges and list out the problems you faced in this regard.
...................................................................................................................
...................................................................................................................
...................................................................................................................
2)
...................................................................................................................
Compute overall cost of capital of an Indian company of your choice. List
out the steps you took for this purpose and the problems faced by you.
...................................................................................................................
...................................................................................................................
...................................................................................................................
...................................................................................................................
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3)
Cost of capital provides the very basis for financial appraisal of new
capital expenditure proposals and thus serves as acceptance criterion for
capital expenditure projects.
ii)
iii) Cost of capital serves as the basis for evaluating the financial performance
of top management.
iv) Cost of capital also helps in formulating dividend policy and working capital
policy
v)
Activity 6
1)
2)
18
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3)
Cost of Capital
Rs. 10,00,000
50%
Rs. 5,00,000
Rs. 15,00,000
ii)
iii) Retained earnings are either cost free or cost significantly less than
external equity.
iv) Depreciation has no cost.
v)
2.7 SUMMARY
The cost of capital of a firm is mainly used to evaluate investment projects. It
represents minimum acceptable rate of return on new investments. The basic
factors underlying the cost of capital for a firm are the degree of risk
associated with the firm, the taxes it must pay, and the supply of and demand
of various types of financing.
In estimating the cost of capital, it is assumed that, (1) the firms are acquiring
assets which do not change their business risk, and (2) these acquisions are
financed in such a way as to leave the financial risk unchanged. In order to
estimate the cost of capital, we must estimate rates of return required
by investors in the firms securities, including borrowings, and average those
rates according to the market values of the various securities currently
outstanding.
While the cost of debt and preference capital is the contractual interest/dividend
rate (adjusted for taxes), the cost of equity capital is difficult to estimate.
Broadly, there are six approaches to estimate the cost of equity, namely, the E/
P method, E/P + Growth method, D/P method, D/P + Growth method, Realised
yield method and using the Beta co-efficient of the share. Weighted cost of
capital is computed by assigning book weights or market weight.
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2)
3)
4)
You have just been communicated, since we are going to finance this
project with debt, its required rate of return should only be the cost of
debt. Do you agree or disagree? Explain.
5)
6)
20
7)
How would you find the cost of capital for proprietorship or partnership
firm? Can you thing of any ways to do this? List them.
8)
9)
10) Determine the cost of capital for the following securities. These are
issued by different firms and the tax rate is 40 per cent.
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a) A seven-year debenture with a coupon interest of 10 per cent. The
debentures matures in five years and has a current market price of
Rs. 90 as against its par value of Rs. 100.
Cost of Capital
b) A preference share pays 7 per cent dividend. Par value is Rs. 100
per share and its current market price is Rs. 80.
c) The historical average rate of return earned by equity shareholders of
the firm C has been about 17% per year until very recently. The
dividends of the firm have grown at an average rate of 13% per year
over the same period. The financial Express and another financial
fortnightly have issued a report indicating the problems of the firm
with governments regulatory agencies and forecasted that dividends
and earnings of the firm will grow at no more than the overall growth
rate of the economy which is 5 per cent. The dividends are likely to
be Rs. per share. The price of the firms share adversely reacted to
the report dropping from Rs. 100 to Rs. 50.
2.11 ANSWERS
Activity 2
i) 4.76%
ii) 4.64%
iii) 5.62%
Activity 3
i)
3.99
ii) 15%
Activity 6
iii) 7.67%
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Overview of Financial
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Do(1+g)a
+ ............ (1)
(1+Ke) a
= Do
Do(1+g) a
.(2)
(1+Ke) a
As Ke is assumed to be greater than g, the second term on the right hand side
of (2) is zero, Thus
1+Ke
Po ( - 1) = Do
1+g
(3)
Po (Ke g) = Do (1 + g)
D1
Po =
Ke-g
.(4)
Premium for Financial Risk : It refers to the risk arising out of pattern
of capitalization. In general, it may be said that a firm having a higher debt
content in its capital structure is more risky as compared to a firm which
has a comparatively low debt content.
Besides financial risk and business risk, the following risks also affect the
cost of capital;
Premium for Business Risk : Business risk is the possibility that the
firm will not be able to operate successfully in the market. Greater the
business risk, the higher will be the cost of capital. It is generally
determined by the capital budgeting decisions.
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UNIT 3 CAPITAL STRUCTURE DECISIONS
Objectives
The objectives of this unit are to:
define and distinguish capital structure
explain briefly the important Characteristics of various long term sources of
funds.
dilate upon the criteria for determining pattern of capital structure.
analyse EBIT-EPS and ROI-ROE relationship.
examine critically theories of capital structure-decision
identify the factors influencing capital structure decision
evaluate the relevance of debt equity ratio in public enterprises.
Structure
3.1
Introduction
3.2
Conceptual Framework
3.3
3.4
3.5
3.6
3.5.1
3.5.2
3.6.3
M-M Approach
3.6.4
Traditional Approach
3.7
3.8
3.9
Summary
3.10
Key words
3.11
3.12
Further Readings
3.1 INTRODUCTION
Planning the capital structure is one of the most complex areas of financial
decision making because of the inter-relationships among components of the
capital structure and also its relationship to risk, return and value of the firm.
For a student of finance, the term capital usually denotes the long-term funds
of the firm. Debt capital and ownership capital are the two basic components
of capital. Equity capital, as one of the components of capitalization, comprises
equity share capital and retained earnings. Preference share capital is another
distinguishing component of total capital. In this unit, characteristics of important
long-term sources of funds, EBIT-EPS analysis, ROI-ROE analysis, factors
influencing capital structure, theories of capital structure decision, etc are
narrated briefly. In the end, relevance of debt-equity ratio in public enterprises
is also discussed.
1
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Capital Structure
Decisions
Equity share
capital
Retained
Earnings
1. Firm must
pay back
money with
interest.
1. Money is
raised by
selling
ownership
rights.
1. Lower
amount of
money for
current
dividends
but can
increase
future
dividends.
2. Interest rate
is based on
risk of
Principal and
interest
payments as
perceived by
lenders
2. Value of the
share is
determined
by investors.
2. Shareholders
forgo
dividend
income but
they do not
lose
ownership
rights, if
new equity
shares are
issued.
3. Amount of
money to be
repaid is
specified by
debt contract.
3. Dividends are
not
contractually
payable. No
maturity.
3. Funds are
internal No
need for
external
involvement.
4. Lenders can
take action to
get their
money back
4. Voting rights
can create
change in
ownership.
4. Cost of
issuing
securities is
avoided.
5. Lenders get
preferred
treatment in
liquidation
5. Equity
shareholders
get the
residual
assets
prorata after
lenders &
preference
shareholders
claims are
met in
liquidation.
5. It is related
to dividend
policy
decisions.
6. Interest
payments are
tax-deductable
6. Equity
dividends are
not taxdeductable,
3.4.1
Cost Principle:
According to this principle, ideal pattern of capital structure is one that tends to
minimize cost of financing and maximize the value per share. Cost of capital is
subject to interest rate at which payments have to be made to suppliers of
funds and tax status of such payments. Debt capital is cheaper than equity
capital from both the points of view. According to this, the use of debt capital
in the financing process is immensely helpful in raising income of the company.
3.4.2
Risk Principle:
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designed so that the firm does not run the risk of bringing on a receivership
with all its difficulties and losses. Risk principle places relatively greater
reliance on common stock for financing capital requirements of the corporation
and forbids as far as possible the use of fixed income bearing securities.
3.4.3
Control Principle:
While designing sound capital structure for the firm and for that matter
choosing different types of securities, finance manager should also keep in mind
that controlling position of residual owners remains undisturbed. The use of
preferred stock as also bonds offers a means of raising capital without
jeopardizing control. Management desiring to retain control must raise funds
through bonds and preference capital.
3.4.4
Flexibility Principle:
3.4.5
Timing Principle:
Activity 1
1)
2)
3)
List out sources of long term finance used by a company of India origin.
...................................................................................................................
...................................................................................................................
...................................................................................................................
...................................................................................................................
4)
...................................................................................................................
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Capital Structure
Decisions
...................................................................................................................
The capital structure should be consistent with the business risk of the
firm, and
b)
The capital structure results in a certain level of financial risk to the firm.
Business risk is the relationship between the firms sales and its earnings before
interest and taxes (EBIT). In general, the greater the firms operating leverage
i.e. the use of fixed operating costs-the higher is the business risk. In addition
to operating leverage, revenue stability and cost stability also affect the business
risk of the firm. The revenue stability means the variability of the firms sales
revenues which depends on the demand and the price of the firms products.
Cost stability refers to the relative predictability of input prices such as labour
and material. The more predictable these prices are the less is the business
risk. Business risk varies among firms. Whatever their lines of business, the
business risk is not affected by capital structure decisions. In fact, capital
structure decisions are influenced by the business risk. Firms with high
business risks, tend to have less fixed operating costs. Let us take an example
to illustrate the implications of business risk for capital structure decisions.
Example
Raj Cosmetics Ltd., engaged in the process of planning its capital structure, has
obtained estimates of sales and associated levels of EBIT. The sales
forecasting group feels that there is a 25 percent chance that sales will be Rs.
4,00,000 a 50 percent chance that sales will be Rs. 6,00,000 and 25 percent
the sales will total Rs. 8,00,000. These data are summarised Table 3.2.
Table 3.2: Estimated sales and Associated levels of EBIT
(000)
Probability of Sales
0.25
0.50
0.25
Sales
400
600
800
200
300
400
200
200
100
200
200
The EBIT data, i.e. Rs.0,100 or 200 thousands at probability levels of 25%,
50% and 25% respectively reflect the business risk of the firm and has to be
taken into consideration when designing a capital structure.
The firms capital structure affects the firms financial risk arising out of the
firms use of financial leverage which is reflected in the relationship between
EBIT and EPS. The more fixed cost financing, i.e. debt and preference capital
in the firms capital structure, the greater is the financial risk. Suppliers of
funds will raise the cost of funds if the financial risk increases . Let us take
an example to illustrate this point.
Raj Cosmetics Let. Is now considering seven alternative capital structure.
Stated in terms of debt ratio) i.e. Percentage of debt in the total capital) these
are 0,10,20,30,40,50, and 60, per cent. Assume that (1) the firm has no current
5
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Overview of Financial
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liabilities, (2) that its capital structure currently contains all equity (25,000 equity
shares are outstanding at Rs. 20 par value), and (3) the total amount of capital
remains constant at Rs.5,00,000.
Table 3.3: Capital Structure Associated with Alternative Debt Ratios
Debt Ratio%
Total Assests
(Rs.000)
4 = 23
Equity Shares
outstanding
(Numbers 000)
5 = (4 4 Rs. 20)
500
500
25.00
10
500
50
450
22.50
20
500
100
400
20.00
30
500
150
350
17.50
As debt increases, the interest rate also increase with the increase in financial
leverage (i.e. debt ratios). Hence the total interest on all debt also increase (as
successive debenture issues carry higher interest rates) as shown in Table 3.4.
Table 3.4: Interest amount at Various levels of Debt
Capital Structure
% of Debt 1
Debt (Rs.000)
(1)
Interest Rate
on all debt % (2)
Interest amount
(Rs.000) (3 = 1*2)
0.0
0.00
10
50
9.0
4.50
20
100
9.5
9.50
30
150
10.0
15.00
40
200
11.0
22.00
50
250
13.5
33.75
60
300
15.5
49.50
0.25
0.50
0.25
0.00
0.00
0.00
0.00
0.00
0.00
100.00
0.00
100.00
40.00
60.00
2.40
200.00
0.00
200.00
80.00
120.00
4.80
0.00
15.00
(15.00)
(6.00)
(9.00)
(0.51)
100.00
15.00
85.00
34.00
51.00
2.91
200.00
15.00
185.00
74.00
111.00
6.34
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When Debt ratio = 60%
EBIT
Less Interest
0.00
49.50
(49.50)
(19.80) (a)
(29.70)
2.97
100.00
49.50
50.50
20.20
30.30
3.03
200.00
49.0
150.50
60.20
90.30
9.03
Capital Structure
Decisions
Notes: a ) It is assumed that the firm received the tax benefits from its loss in
the current period, as a result of carrying forward and setting off the loss
against in the following periods.
Following the same procedure as in Table 3.5 we may obtain EPS for other
debt ratios. Table 3.6 gives expected EPS at 50% probability level (to be
viewed as typical level ) for seven alternative debt ratios along with the
Standard deviation and co-efficient of variation of expected EPS.
Table 3.6: Expected EPS, Standard. Deviation and Co-efficient of variation of EPS at
50% probability level for alternative debt ratios
Capital structure
debt ratio (%)
Expected EPS
(Rs.)
(1)
Standard deviation of
EPS (Rs.)
(2)
Co-efficient of
variation
(2) + (1) = (3)
2.40
1.70
0.71
10
2.55
1.88
0.74
20
2.72
2.13
0.78
30
2.91
2.42
0.83
40
3.12
2.83
0.91
50
3.18
3.39
1.07
60
3.03
4.24
1.40
Notes: The standard deviation () represents the square root of the sum of the
product of each deviation from the mean of expected value squared and the
associated probability of occurrence of each outcome. This is the most common
statistical measure of assets risk.
The co-efficient of variation is calculated by dividing the standard deviation for
an asset by its mean or expected value. The higher the co-efficient of
variation, the risker is the asset.
Table 3.6 shows that as the firms financial leverage increases, its co-efficient
of variation of EPS also increases, signifying that the higher level of risk is
associated with higher levels of financial leverage.
The relative risk of the two of the capital structures at debt ratio=0% and 60%
respectively is illustrated in Figure 3.1 by showing the subjective probability
distribution of
EPS associated with each of them. As the expected level of EPS increase with
increasing financial leverage, the risk also increases which is reflected in the
relative dispersion of each of the distributions. As the higher levels of financial
EPS increase. There are chances that there will be negative EPS depending on
the probabilities of occurrence of the expected results.
7
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Overview of Financial
Decisions
Probability
Debt ratio = 0%
Debt ratio
. . .. . .
5 4 3 2 1
. . . . . . . .
1
The EBIT EPS analysis helps in choosing the capital structure which
maximizes EPS over the expected range of EBIT. Since EBIT is one of the
major factors which affects the market value of the firms shares, EPS can as
well be used to measure the effect of various capital structure on shareholders
wealth. The relationship between EBIT and EPS of the firm to analyse the
effect of capital structure on results to the shareholders has been graphically
shown in Figure 3.2 where data from Table 3.7 are used.
Table 3.7 : EBIT-EPS Coordinates (Selected Capital Structures)
Capital structure debt ratio (%)
EBIT
Rs.1,00 000
Rs.2,00,000
2.40
4.80
30
2.91
6.34
60
303
9.03
.
9.
8.
7.
6.
5.
4.
3.
2.
1.
0. . . . . . . . . . . . . . . . . . .
10
50
100
150
Figures 3.2: A Graphic comparison of selected structures for Raj Cosmetics Ltd.
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Expected earnings before interest and taxes are assumed to be constant
because only the effect of financing costs such as interest and preference
dividends on equity shareholders earnings is to be analysed. Thus, the business
risk is assumed constant.
Capital Structure
Decisions
Graphically, the risk of each capital structure can be seen in the context of the
financial break even point. (i.e. EBIT-axis intercept). Below the x-axis,
negative EPS would result. The higher the financial break even point and the
steeper the slope of the capital structure line, the greater the financial risk.
The assessment of the capital structure can also be made by using ratios.
With increased financial leverage, the ability of the firm to service its debt
decreases. Thus, the times Earned Interest Ratio (i.e. EBIT divided by interest)
ratio also measures firms financial leverage and associated risk.
Capital Structure Y
(Rs. in lakhs)
Equity 200
Debt 0
Equity 100
Debt 100
ROI
EBIT
Int.
Profit
before tax
Profit
after tax
Tax
Return on
Equity
Capital Structure X
5%
10%
15%
20%
25%
10
20
30
40
50
0
0
0
0
0
10
20
30
40
50
5
10
15
20
25
5
10
15
20
25
2.5%
5.0%
7.5%
10.0%
12.5%
Capital Structure Y
5%
10%
15%
20%
25%
10
20
30
40
50
10
10
10
10
10
0
10
20
30
40
0
5
10
15
20
0
5
10
15
20
0.0%
5.0%
10.0%
15.0%
20.5%
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Overview of Financial
Decisions
Activity 2
1.
2.
3.
4.
1.
N I Approach
2.
NOI Approach
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3.
MM Approach
4.
Traditional Approach
Capital Structure
Decisions
11
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Overview of Financial
Decisions
V=
EBIT
KO
Where:
V
KO
EBIT
= Value of firm;
= Overall cost of capital
= Earnings before interest and tax.
2.
All firms within the same class will have the same degree of business
risk.
3.
All investors have the same expectation of a firms net operating income
(EBIT).
4.
5.
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restores equilibrium in value of securities. This is because in case the market
value of the two firms which are equal in all overvalued firm would sell their
shares, borrow additional funds on personal account and invest in the
undervalued firm in order to obtain the same return on smaller investment
outlay. The use of debt by the investor for arbitrage is termed as home made
or personal leverage.
Capital Structure
Decisions
The following are limitations of MMs theory(i) Rates of interest are not the same for the individuals and the firms.
(ii) Transactional costs are involved.
(iii) Home made leverage is not perfect substitute for corporate leverage.
(iv) The effectiveness of arbitrage process is limited.
Since corporate taxes do exist, MM agreed in 1963 that the value of the firm
will increase and overall cost of capital will deciline because of tax deductability
of interest payments. A levered firm should have, therefore, a greater market
value as compared to an unlevered firm. The value of the levered firm would
exceed that of the unlevered frim by an amount equal to the levered firms
debt multiplied by the tax rate. The formula isVi = Vu + Bt
Where
Vi
Vu
B
t
:
=
=
=
=
13
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Overview of Financial
Decisions
Table 3.9: Calculation of Share Value Estimate Associated with Alternative Capital
Structures for Raj Cosmestics Ltd.
Capital structure
debt ratio (%)
Estimated required
rate of return Esti.
by the Co.)
(3)
Estimated Share
Value (Rs.)
(1)
Expected EPS
(Rs.) (From
Table 3.6)
(2)
0
10
20
30
40
50
60
2.40
2.55
2.72
2.91
3.12
3.18
3.03
0.115
0.117
0.121
0.125
0.140
0.165
0.190
20.87
21.79
22.48
23.28
22.29
19.27
15.95
(4)
Table 3.9 shows that the maximum share value occurs at the capital structure
associated with the debt ratio of 30%. This is the optimal capital structure. It
is noticeable that EPS is maximized at 50% debt ratio, while the share value
is maximized at 30% debt ratio. This discrepancy arises because EPS
maximization approach does not consider the risk as reflected in required rates
of return.
In addition to the analysis of the EBIT-EPS, required rates of returns and share
value, certain other factors are also taken into account in determining the
capital structure for the firm. These are listed below:
Adequacy of cash flow to service debt and preference shares
Having stable and predictable revenues
Limitations imposed by previous contractual obligations
Management Preference and attitudes towards risk
Assessment of the firms risk by financial institutions and other agencies
Capital market conditions and investor preferences
Considerations of corporate control.
Activity 3
1)
2)
3)
14
...................................................................................................................
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4)
Capital Structure
Decisions
ii) What are the factors which determine their capital structure?
.............................................................................................................
.............................................................................................................
.............................................................................................................
.............................................................................................................
iii) Do they intend to change their capital structure in the near future ?
why?
.............................................................................................................
.............................................................................................................
.............................................................................................................
.............................................................................................................
5)
15
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Overview of Financial
Decisions
16
Companies Act, Banking Co. Act etc. influence the capital structure
considerations. The relative weightage assigned to each of these factors will
very widely from company to company depending upon the characteristics of
the company, the general economic conditions and the circumstances under
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which the company is operating. Companies issue debentures and preference
shares to enlarge the earnings on equity shares, while equity shares are issued
to serve as a cushion to absorb the shocks of business cycles and to afford
flexibility. Of course, greater the operating risk, the less debt the firm can use,
hence, in spite of the fact that the debt is cheaper the company should use it
with caution.
Capital Structure
Decisions
17
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Overview of Financial
Decisions
Activity 4
1)
2)
18
...................................................................................................................
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3.9 SUMMARY
Capital Structure
Decisions
A firms capital structure is determined by the mix of long-term debt and equity
it uses in financing its operations. Financial structure means the composition of
the entire left hand side of the balance sheet. The basic differences in debt
(including preference shares) and equity capital are in respect of the voting
rights, the claims on income and assets, and the tax treatment. Timing,
flexibility, cost, risk and control principles are the criteria for determining patter
of capital structure.
A firms capital structure should be consistent with its business risk and result
in an acceptable financial risk. The EBIT-EPS analysis can be used to evaluate
various capital structure in the light of the degree of financial risk and the
returns to the equity shareholders. The EBIT-EPS analysis shows how the
desirable capital structure gives the maximum EPS.
The mathematical relationship between ROI is
[(ROE + ROI r) D/E] (1-t)
NI and NOI theories of capital structures are extreme. The MM analysis
suggests that the optimal capital structure does not matter and that as much
debt as possible should be used because the interest is tax-deductible. The MM
hypothesis is criticized because of its unreal assumptions. Tax adjustment makes
it more realistic.
The traditional approach to capital structure indicates that the optimal capital
structure for the firm is one in which the overall cost of capital is minimized
and the share value is maximized.
The cost of debt increases beyong a certain level of leverage.
Certain qualitative considerations such as cash flow, corporate control,
contractual obligations, managements risk tolerance, etc. are taken into
consideration while determining the capital structure.
The practical significance of Debt-Equity ratio for public enterprises is limited
and has different perspectives.
3.10 KEYWORDS
Capital Structure is the proportions of all types of long-term capital. Financial
Structure is the proportions of all types of long-term and short-term capital.
EBIT = Earnings before Interest and taxes.
EPS = Earnings per share
NI Approach says more usage of debt will enhance the value of the firm.
NOI Approach says that the total value of the firm remains constant
irrespective of the debt-equity mix. Arbitrage refers to an act of buying a
security in one market having lower price and selling it in another market at a
higher price. The consequence of such action is that the market price of the
securities will become the same.
19
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Overview of Financial
Decisions
2.
3.
4.
5.
Khosla Ltd. had made the following forecast of sales, with the
associated probability of occurrence.
Sales Rs.
2,00,000
3,00,000
4,00,000
Probability
0.20
0.60
0.20
The company has fixed operating costs of Rs.1,00,000 per year and variable
operating costs represent 40% of sales. The existing capital structure consists
of 25,000 equity shares of Rs. 10 each. The market place has assigned the
following discount rates to risky earnings per share.
Co-efficient of variation of EPS
.43
.47
.51
.56
.60
.64
7.
8.
9.
10. Assume the figures of an Indian company and examine the relevance of
MMs theory of capital structure.
20
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3.12 FURTHER READINGS
Capital Structure
Decisions
Dani, Hemant R. 1973, Balance Sheets and How to Read Them. Hemant R.
Dani, Bombay,
Gitman Lawerence J. 1985, Principles of Managerial Finance Fourth Edition.
Haper & Row Publishers, Singapore, New York.
Schall Lawerence D & Haley Charles W. 1986, Introduction to Financial
Management Fourth (International student) edition, Mc-Graw Hill Book Co.,
New York.
Srivastava, R,M,, 2002 Financial Management, Pragati Prakash, Meerut.
Srivastava R.M. 2003 Financial Management and Pragati Himalaya
Publishing Housing Mumbai.
Chandra, P., 1995 Fundamentals of Financial Management Tata McGraw,
New delhi.
Maheshwari, S.N., 1993 Financial Management Sultan chand & Sons.
Upadhyaya, K.M., 1985 Financial Management Kalyani Publishers, Ludhiana.
Pendey, I.M., 1993 Financial Management.
21
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UNIT 4 PROJECT PLANNING
Objectives
The objectives of this unit are:
to provide an understanding of nature and types of projects,
to throw light on project life cycle,
to explain how project work is planned.
Structure
4.1
Introduction
4.2
Nature of a Project
4.3
Classification of Projects
4.4
4.5
4.6
4.7
Summary
4.8
Self-Assessment Questions
4.9
Further Readings
4.1 INTRODUCTION
Effective management of projects is key to the progress of an economy
because development itself is the outcome of a series successfully managed
projects. This is why project management is receiving greater attention in
developing countries like ours, so as to avoid project schedule slippages and
cost overruns, a project needs to be meticulously planned, effectively
implemented and professionally managed in order to accomplish the objectives
of time, cost and performance. This demands fairly good understanding of
nature and types of projects, project life cycle and concept of project
management.
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Investment Decisions
Under Certainty
enough that the subtasks require careful coordination and control in terms of
timing, precedence, cost, and performance. The project itself must often be
coordinated with other projects being carried out by the same parent
organization.
Life Cycle : Like organic entites, projects have a life cycle. From a slow
beginning they progress to a buildup of size, then peak, begin a decline, and
finally must be terminated. (Also like other organic entities, they often resist
termination.) Some projects end by being phased into the normal, ongoing
operations of the parent organization.
Single Entity : A project is one entity and is normally entrusted in one
responsibility centre while the participants in the project are many.
Interdependencies : Projects often interact with other projects carried out
simultaneously by their parent organization; but projects always interact with
the parents standard, ongoing operations. While the functional departments
of an organization (marketing, finance, manufacturing, and the like) interact
with one another in regular, patterned ways, the patterns of interaction
between projects and these departments tend to be changing. Marketing may
be involved at the beginning and end of a project, but not in the middle.
Manufacturing may have major involvement throughout. Finance is often
involved at the beginning and accounting (the controller) at the end, as well
as at periodic reporting times. The project manager must keep all these
interactions clear and maintain the appropriate interrelationships with all
external groups.
Uniqueness : Every project has some elements that are unique. No two
construction or R&D projects are precisely alike. Though it is clear that
construction projects are usually more routine than research and development
projects, some degree of customization is a distinct feature of a project. In
addition to the presence of risk, as noted above, a project may be unique in
nature, which can not be completely reduced to routine. The project
managers importance is emphasized because, as a devotee of management
by exception, the manager will find there are a great many exceptions to
manage by.
Complexity : A rich project represents complex set of activities pertaining
to diverse areas. Technology survey, choice of the appropriate technology,
procuring the appropriate machinery and equipment, hiring the right kind of
people, arranging the financial resources, execution of the projects in time by
proper scheduling of various activities contribute to the complexity of the
project.
Team Work : Successful completion of a project calls for teamwork. The
team is constituted of members who are specialists in relevant fields.
Risk and Uncertainty : Risk and uncertainty are inherent in every project.
However, degree of risk and uncertainty will depend on how a project
passes through its various life cycle phases.
Customer Specific : A project has always to be customer specific so as to
cater to the needs of customers. As such, the organization should go for
projects that are suited to customers.
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health care projects, educational projects, irrigation projects, soil conservation
projects, highway projects etc.
Project Planning
% Project competition
100
Slow finish
Quick momentum
Slow start
Time
Figure 4.1: The Project Cycle
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Investment Decisions
Under Certainty
Level of effort
Planning, scheduling,
Monitoring, control
Conception
Evaluation &
termination
Time
Selection
When the major how problems are solved, project workers sometimes get
preoccupied with improving performance, often beyond the levels required by
the original specifications. This search for additional performance delays the
schedule and pushes up the costs.
The middle stages of the life cycle are typified by a growing concern with cost
control. During the latter stages of the life cycle, focus of attention is on time.
With projects nearing completion, there tends to be more flexibility in cost and
efforts are directed towards bringing things into conformity with the approved
schedule-as much as possible, even if it means cost penalties.
It would be a great source of comfort if one could predict with certainty, at the
start of a project, how the performance time, and cost goals would be met. In
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a few cases, for example routine construction projects, we can generate
reasonably accurate predictions, but often we cannot. There may be
considerable uncertainty about our ability to meet project goals. The
crosshatched portion of Figure 4.2 illustrates this uncertainty.
Project Planning
Activity 1
a)
b)
c)
d)
e)
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Investment Decisions
Under Certainty
4.6.1
It is a crucial that the projects objectives be clearly tied to the overall vision
and mission of the firm. Senior management should define the firms intent in
undertaking the project, outline the scope of the project, and describe the
projects desired end results. Without a clear beginning, project planning can
easily go astray. It is also vital that a senior manager should call an initial
coordinating meeting and be present as a visible symbol of top managements
commitment to the project.
At the meeting, the project is discussed in sufficient detail the potential
contributors develop a general understanding of what is needed. If the project
is one of many similar projects, the meeting will be quite short and routine, a
sort of touching base with other interested units. If the project is unqiue in
most of its aspects, extensive discussion may be required.
Whatever be the process, the outcome must be that : (1) technical objectives
are established (though perhaps not cast in concrete), (2) basic areas of
performance responsibility are accepted by the participants, and (3) some
tentative schedules and budgets are spelt out. Each individual/unit accepting
responsibility for a portion of the project should agree to deliver; by the next
project meeting a preliminary but detailed, plan about how that responsibility will
be accomplished. Such plans should contain descriptions of the required tasks,
budgets, and schedules.
These plans are then reviewed by the group and combined into a composite
project plan. The composite plan, still not completely firm, is approved by each
participating group, by the project manager, and then by senior organizational
management. Each subsequent approval hardens the plan somewhat, and
when senior management has endorsed it, any further changes must be made
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by processing a formal change order. However, if the project is not large or
complex, informal written memoranda can substitute for the change order. The
main point is that no significant changes in the project are made, without
written notice, following top managements approval. The definition of
significant depends on the specific situation and the people involved.
Project Planning
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Investment Decisions
Under Certainty
4.6.2
Systems Integration
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Effectiveness: The objective is to design the individual components of a
system to achieve the desired performance in a optimal manner. This is
accomplished throught the following guideline: Require no component
performance specification unless necessary to meet one or more systems
requirements. Every component requirement should be traceable to one or
more systems requirements. Design components to optimize system
performance, not the performance of a subsystem.
Project Planning
4.6.3
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Investment Decisions
Under Certainty
outcome (event) associated with it, and these activities and events can be
decomposed into sub-activities and sub-events, which may, in turn, be
subdivided again. The Project Plan is the set of these Action Plans. The
advantage of the Project Plan is that it contains all planning information in one
document.
4.6.4
Defined by
responsibility structre
Organisation
Divisional
responsibility centre
Departmental
responsibility
centre
Responsibility
Engineering
Departmental
responsibility
centre
Location
Location
Section 1
Section 2
Material
Responsibility
Construction
Departmental
responsibility
centre
Installation
Responsibility
Inspection
Inspection
In constructing the WBS, it is wise to contact the managers and workers who
will be directly responsible for each of the work packages. These people can
develop a hierarchical plan for the package delegated to them.
The WBS can be used to illustrate how each piece of the project is tied to the
whole in terms of performance, responsibility, budgeting, and scheduling. The
following general steps explain the procedure for designing and using the WBS
10
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as it would be used on a large project. For small or moderate-size projects,
some of the steps might be skipped, combined, or handled less formally than
our explanation indicates, particularly if the project is of a type familiar to the
organization.
1)
Using information obtained from the people who will perform the work,
break project tasks down into successively finer levels of detail. Continue
the decomposition of work until all meaningful tasks have been identified
and each task can be individually planned, scheduled, budgeted, monitored,
and controlled.
2)
Project Planning
The WBS, budget, and time estimates are reviewed with the people or
organizations who have responsibility for doing or supporting the work. The
purpose of this review is to verify the WBSs accuracy, budget, schedule,
and to check interdependency of tasks, resources, and personnel. The
WBS may be revised as necessary, but the planner must be sure to check
significant revisions with all individuals who have previously made inputs.
When agreement is reached, individuals should sign off on their individual
elements of the project plan.
4)
5)
6)
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Investment Decisions
Under Certainty
One can now compare required task performance and outputs specified in
the WBS with those specified in the basic project plan in order to identify
potential misunderstandings, problem, and schedule slippages, and then
design corrective actions.
8)
As the project is carried out, step by step, the Project Manager can
continually examine actual resource use, by work element, work package,
task, and so on up to the full project level. By comparing actual against
planned resource usage to a given point in time, the Project Manager can
identify problems, harden the estimates of final cost, and make sure that
relevant corrective actions have been designed and are ready to implement
if needed. It is necessary to examine resource usage in relation to results
achieved because, while the project may be over budget, the results may
be further along than expected. Similarly, the expenses may be exactly as
planned, or even lower, but actual progress may be much less than
planned.
9)
4.7 SUMMARY
For any developing economy new investments in greenfield projects, expansion
of existing projects, diversification etc. is an integral part of the strategy to
move towards higher rate of growth. All this requires resources and strategy to
allocate resources as resources are always in short supply. Apart from
allocating resources the various resources has to be coordinated. All this
requires a specialized technique known as project management & planning. In
this unit we have discussed about the unique features of the project, the project
life cycle which represents the relationship between time and project completion
and also depicts the rate of progress with respect to time. In the next section
we have discussed about the various elements which has to be kept in
consideration while planning the project work we had talked about work
Breakdown Structure which shows how each piece of the project is tied to the
whole in terms of performance, responsibility, budgeting and scheduling.
12
1)
2)
Any successful project plan must contain nine key elements. List these
items and briefly describe the composition of each.
3)
What are the basic guidelines for systems design that assure that individual
components of the system are designed in an optimal manner?
4)
What are the general steps for managing each work package within a
specific project?
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5)
What percentage of the total project effort do you think should be devoted
to planning? Why?
6)
Why do you suppose that the coordination of the various elements of the
project is considered the most difficult aspect of project implementation?
7)
8)
9)
In what ways may the WBS be used as a key document to monitor and
control a project?
Project Planning
10) Describe the process of subdivision of activities and events which compose
the tree diagram known as the Work Breakdown Structure or Gozinto
chart. Why is the input of responsible managers and workers so important
an aspect of this process?
13
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UNIT 5 CAPITAL BUDGETING DECISIONS
Objectives
The objectives of this unit are:
to explain nature and utility of Capital Budgeting,
to provide an understanding of the process of evaluation of Investment proposals,
to discuss various tools of ranking of Investment proposals.
Structure
5.1
5.2
5.3
5.4
5.5
5.6
Payback Method
5.6.2
5.6.3
5.6.4
5.7
5.8
Summary
5.9
Self-Assessment Questions
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Investment
Decisions
However,
capital
Under Certainty
2.
3.
4.
Capital Budgeting
Decisions
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In part, proposals are eliminated because some are mutually exclusive.
Mutually exclusive proposals are alternative methods of doing the same job. If
one piece of equipment is chosen, other will not be required. Thus, if there is
a need to improve the materials handling system in a chemical plant, the job
may be done either by conveyer belts or by forklift trucks. The selection of
one method makes it unnecessary to use the others: They are mutually
exclusive items.
Independent projects are those that are being considered for different kinds of
tasks that need to be accomplished. For example, in addition to the materials
handling system, the chemical firm may need equipment to package the end
product. The work would require a packaging machine, and the purchase
of equipment for this purpose would be independent of the equipment
purchased for materials handling. The firm may undertake any or all
independent projects.
Finally, projects may be contingent. For example, there may be only one way
to build a football stadium but two ways of housing it (in a metal structure or a
geodesic dome). Because the stadium and its housing are contingent, the
analysis requires that we consider them together. Hence, we would want to
compare the stadium within a metal structure with the alternative of the
stadium within a geodesic dome.
To distinguish among the many proposals that compete for the allocation of the
firms capital funds, a ranking procedure must be developed. This procedure
requires calculating the estimated cash flows from the use of equipment and
then translating them into a measure of their effect on shareholders wealth.
First, we turn our attention to the problem of estimating cash flows for capital
budgeting purposes.
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Investment Decisions
Under Certainty
Capital Budgeting
Decisions
Description
Symbol
Amount
WR
W VC
-90,000
W FCC
-10,000
Change in depreciation
W dep
-15,000
W EBIT
30,000
W rD
-5,000
W EBT
25,000
W tax
-10,000
W NI
15,000
Rs.145,000
...................................................................................................................
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d)
2.
3.
4.
Internal rate of return (IRR) method: Interest rate which equates the
present value of future cash flows to the investment outlay.
5.
General Principles
When comparing various capital budgeting criteria, it is useful to establish some
guidelines. What are the properties of an ideal criterion? The optimal decision
rule should have four characteristics:
1.
It will select from a group of mutually exclusive projects the one which
maximizes shareholders wealth.
2.
3.
4.
The value additivity principle implies that if we know the value of separate
projects accepted by management, then simply adding their values, V will give
us the value of the firm. If there are N projects, then the value of the firm
will be:
n
N
V = v j , j = 1,...N
j=1
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Investment
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Table
5.2 gives
Under Certainty
the cash flows for four mutually exclusive projects. They all
have the same life, five years, and they all require the same investment outlay,
Rs.1,500. Once accepted, no project can be abandoned without incurring the
outflows indicated. For example, Project A has negative cash flows during its
fourth and fifth years. Once the project is accepted these expected cash
outflows must be incurred. An example of a project of this type is a nuclear
power plant. Decommissioning costs at the end of the economic life of the
facility can be as large as the initial construction costs and they must be taken
into account.
Table 5.2: Cash Flows of Four Mutually Exclusive Projects
Cash Flows (Rs.)
Year
PVIF@10%
-1,500
-1,500
-1,500
-1,500
1.000
150
150
300
.909
1,350
300
450
.826
150
450
450
750
.751
-150
1,050
600
750
.683
-600
1,950
1,875
900
.621
The last column of Table 5.2 shows the appropriate discount factor for the
present value of cash flows, assuming that the appropriate opportunity cost of
capital is 10 percent. Since all four projects are assumed to have the same
risk, they can be discounted at the same interest rate.
Now we turn our attention to the actual implementation of the five abovementioned capital budgeting techniques (1) the payback method, (2) the return
on assets, (3) the net present value,(4) the internal rate of return, (5)
Profitability Index. We shall see that only one technique - the net present value
method - satisfies all four of the desirable properties for capital budgeting
criteria.
5.6.1
Payback Method
The payback period is the number of years required to recover the initial
capital outlay on a project. The payback periods for the four projects in Table
5.2 are given below.
Project A, 2-year payback
Project B, 4-year payback
Project C, 4-year payback
Project D, 3-year payback.
If management were adhering strictly to the payback method, then Project A
would be chosen as the best among the four mutually exclusive alternatives.
Even a casual look at the numbers indicates that this would be a bad decision.
The difficulty with the payback method is that it does not consider all cash
flows and it fails to discount them. Failure to consider all cash flows results in
ignoring the large negative cash flows which occur in the last two years of
Project A. Failure to discount them means that management would be
indifferent between the following two cash flow patterns:
6
Capital Budgeting
Decisions
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Cash Flows
Year
0
1
2
G*
-1,000
100
900
-1,000
900
100
because they have the same payback period. Yet no one with a positive
opportunity cost of funds would choose Project G because Project G* returns
cash much faster.
The payback method also violates the value additivity principle. Consider the
following example. Projects 1 and 2 are mutually exlusive but Project 3 is
independent. Hence, it is possible to undertake Projects 1 and 3 in
combination, 2 and 3 in combination, or any of the projects in isolation.
The only arguments in favour of using the payback method is that it is easy to
use, but with the advent of pocket calculators and computers, we feel that
other more correct capital budgeting techniques are just as easy to use.
5.6.2
The return on assets (ROA) which is also sometimes called the return on
investment (ROI)is an average rate of return technique. It is computed by
averaging the expected cash flows over the life of a project and then dividing
the average annual cash flow by the initial investment outlay. For example, the
ROA for Project B in Table 5.2 is computed from the following definition:
n
t = 0
where
Io = Initial cash outlay = Rs.1,500
n = Life of the project = 5 years.
Substituting in the correct numbers from Table 5.2, we have
Rs.- 1,500 + Rs. 0 + Rs. 0 + Rs. 450 + Rs. 1,050 + Rs. 1,950
ROA =
Rs. 1,950
Rs.1,500
5
Rs. 390
= 26%
Rs.1,500
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Investment
withDecisions
a positive
Under Certainty
n
CFt
Io
(1 + K) t
t =1
Here CF1,CF2, and so forth represent the net cash flows; k is the firms cost
of capital;I0 is the initial cost of the project; and n is the projects expected life.
The net present value of Project C in Table 5.2 is calculated below by
multiplying each cash flow by the appropriate discount factor (PVIF), assuming
that the cost of capital, k, is 10 per cent.
Year
Cash Flow
PVIF
PV
-1,500
1.000
-1,500.00
150
.909
136.35
300
.826
247.80
450
.751
337.95
600
.683
409.80
1,875
.621
1,164.38
NPV = 796.28
The net present value of all four projects in Table 5.2 are:
Project A NPV = Rs. 610.95.
Project B NPV = Rs. 766.05.
Project C NPV = Rs. 796.28.
Project D NPV = Rs. 778.80
If these projects were independent instead of mutually exclusive, we would
reject A and accept B,C, and D. Why? Since they are mutually exclusive, we
select the project with the greatest NPV, Project C. The NPV of the project
is exactly the same as the increase in shareholders wealth. This fact makes it
the correct decision rule for capital budgeting purposes. The NPV rule also
meets the other three general principles required for an optimal capital
budgeting criterion. It takes all cash flows into account. All cash flows are
discounted at the appropriate market-determined opportunity cost of capital in
order to determine their present values. Also, the NPV rule obeys the value
additivity principle.
The net present value of a project is exactly the same as the increase in
shareholders wealth. To see why, start by assuming a project has zero net
present value. In this case, the project returns enough cash flow to do three
things:
8
Capital Budgeting
Decisions
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1.
To pay off all interest payments to creditors who have lent money to
finance the project.
2.
3.
To pay off the original principal, I0, which was invested in the project.
Thus, a zero net present value project is one which earns a fair return to
compensate both debt holders and equity holders, each according to the returns
which they expect for the risk they take. A positive NPV project earns more
than the required rate of return, and equity holders receive all excess cash
flows because debt holders have a fixed claim on the firm. Consequently,
equity holders wealth increases by exactly the NPV of the project. It is this
direct link between shareholders wealth and the NPV definition which makes
the net present value criterion so important in decision making.
5.6.4
The internal rate of return (IRR) is defined as the interest rate that equates the
present value of the expected future cash flows, or receipts, to the initial cost
outlay. The equation for calculating the internal rate of return is :
Cf1
(1 + IRR)
Cf 2
(1 + IRR)
+ ... +
Cf n
(1 + IRR) n
Io = 0
n
CFt
Io = 0
(1 + IRR) t
t =1
Here we know the value of Io and also the values of CF1,CF2,.....CFn, but we
do not know the value of IRR. Thus, we have an equation with one unknown,
and we can solve for the value of IRR. Some value of IRR will cause the
sum of the discounted receipts to equal the initial cost of the project, making
the equation equal to zero, and that value of IRR is defined as the internal rate
of return.
The internal rate of return may be found by trial and error. First, compute the
present value of the cash flows from an investment, using an arbitrarily
selected interest rate - for example, 10 percent. Then compare the present
value so obtained with the investments cost. If the present value is higher
than the cost figure, try a higher interest rate and go through the procedure
again. Conversely, if the present value is lower than the cost, lower the interest
rate and repeat the process. Continue until the present value of the flows
from the investment is approximately equal to its cost. The interest rate that
brings about this equality is defined as the internal rate of return.
Table 5.3 shows computation for the IRR for Project D in Table 5,2 and Figure
5.1 graphs the relationship between the discount rate and the NPV of the
project.
Table 5.3: IRR for Project D
Year
Cash
Flow
Pv@10%
PV@20%
PV@25%
PV@25.4%
-1,500
1.000
-1,500.00
1.000
-1,500.00
1.000
300
.909
272.70
.833
249.90
.800
240.00
.797
239.10
450
.826
371.70
.694
312.30
.640
288.00
.636
286.20
750
.751
563.25
.579
434.25
.512
384.00
.507
380.25
750
.683
512.25
.482
361.50
.410
307.50
.404
303.00
900
.621
558.90
.402
361.80
.328
295.20
.322
289.80
1650
778.80
219.75
-1.500.00 1.000
14.70
-1,500.00
-1.65
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Investment Decisions
NPV
Under Certainty
Capital Budgeting
Decisions
Rs. 2,000
Rs. 1,00
IRR = 25.4%
0
10%
20%
30%
40%
50%
Rs. -1,000
If K, then NPV Rs. -1,500
Rs. -2,000
Figure 5.1: NPV of Project D at Different Discount Rates
In Figure 5.1 the NPV of Project Ds cash flows decreases as the discount
rate is increased. If the discount rate is zero, there is no time value of money
and the NPV of a project is simply the sum of its cash flows. For Project D,
the NPV equals Rs.1,650 when the discount rate is zero. At the opposite
extreme, if the discount rate is infinite, then the future cash flows are valueless
and the NPV of Project D is its current cash flow, Rs.1,500. Somewhere
between these two extremes is a discount rate which makes the NPV equal to
zero. In Figure 5.1, we see that the IRR for Project D is 25.4 per cent. The
IRRs for each of the four projects in Table 1 are given below.
Project A IRR = - 200%
Project B IRR =
20.9%
Project C IRR =
22.8%
Project D IRR =
25.4%
If we use the IRR criterion and the projects are independent, we accept any
project which has an IRR greater than the opportunity cost of capital, which is
10 percent. Therefore, we would accept Projects B, C, and D. However,
since these projects are mutually exclusive, the IRR rule leads us to accept
Project D as best.
10
Profitability Index (PI) method has come to be employed to overcome the above
drawback and to ensure rational investment decision by establishing relationship
between the present values of the net cash inflows and net investment outlay.
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The equation to compute PI of a project is :
n
CIFt
(I + K) t
PV benefits
t=0
PI =
=
n
PV Costs
COFt
(I + K) t
t=0
Here CIFt represents the expected cash inflows, or benefits, and COFt
represents the expected cash outflows, or costs. The PI shows the relative
profitability of any project, or the present value of benefits per rupee costs.
The PI for Project C, based on a 10 percent cost of capital is:
Similarly:
Project A PI = 0.59
Project B PI = 1.51
Project D PI = 1.52
A project is acceptable if its PI is greater than 1.0, and the higher the PI, the
higher the project ranking. Mathematically, the NPV, the IRR, and the PI
methods must always reach the same accept/reject decisions for independent
projects: If a projects NPV is positive, its IRR must exceed k and its PI must
be greater than 1.0. However, NPV, IRR, and PI can give different rankings
for pairs of projects. This can lead to conflicts between the three methods
when mutually exclusive projects are being compared.
Activity 2
a)
Contact Finance Managers of five PSUs and five Indian Companies to find
out the existing capital budgeting evaluation methods used by them.
...................................................................................................................
...................................................................................................................
...................................................................................................................
...................................................................................................................
b)
c)
Explain why.
i)
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Investment Decisions
Under Certainty
Method
Number
Primary
Percent
Secondary
Number
Percent
IRR
60
53.6%
13
14.0%
ROA
28
25.0
13
14.0
NPV
11
9.8
24
25.8
Payback period
10
8.9
41
44.0
PI
2.7
2.2
112
100.0%
93
100.0%
Total
It may also be noted that almost all the respondents used at least two methods
in their analysis, and as evidenced by the 112 primary methods from 103
respondents, some firms use more than one primary method. Although the
questionnaire did not bring this point out, we suspect that many of the analysts
of firms which use the IRR as the primary method recognize its drawbacks,
yet use it anyway because it is easy to explain to non-financial executives but
use NPV as a check on IRR when evaluating mutually exclusive or non-normal
projects. It is also doubtful the payback method can be used as a liquidity and/
or risk indicator, hence to help choose among competing projects whose NPVs
and/or IRRs are close together. One interesting, and encouraging note is that
when compared with earlier surveys, Gitman and Forester found that the
discounted cash flow methods are gaining in usage.
As regards the use of assessment methods employed by Indian corporates,
study of 100 medium and large scale companies conducted in 1994, reveals that
Indian Companies have started using discounting techniques more than nondiscounting approaches. Although some companies are still using payback period
approach, it is the net present value technique which is used quite widely,
particularly by companies which have high sales volume and large-paid-up
capital. Small and new companies are still relying on traditional approach like
pay-back period.
12
Capital Budgeting
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5.8 SUMMARY
For any economy/company there are many avenues of investments, but one
cant go and invest in all of these avenues. This gives rise to problem of
selection of a particular project out of the many available. Here capital
budgeting techniques play an important role in deciding which project to select
& which to reject. Capital budgeting technique involves matching of expected
net cash inflows from the project with anticipated cost of the project. Capital
budgeting techniques are broadly classified in two categories. Discounted and
non discounted the major difference between these two is that in former the
future cash flows are discounted at appropriate discount rate (usually cost of
capital) to get net present value of future cash flows.
Are there conditions under which a firm might be better off if it chose a
machine with a rapid payback rather than one with the largest rate of
return?
2)
3)
What are the most critical problems that arise in calculating a rate of
return for a prospective investment?
4)
5)
13
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UNIT 6 ECONOMIC APPRAISAL
Objectives
The objectives of this unit are:
to understand the concept and scope of economic appraisal,
to study the social cost-benefit analysis technique,
to study the application of social cost-benefit technique in project appraisal,
to examine the role of non-financial constrains in project appraisal.
Structure
6.1 Aspects of Economic Appraisal
6.2 Employment Effect
6.3 Foreign Exchange Effect
6.4 Social Cost-Benefit Analysis
6.4.1 Objectives
6.4.2 Market Imperfections
6.4.3 Externalities
6.4.4 Redistribution
6.5 Project Choice
6.6 Net present Value and.Input Constraints
6.7 Internal Rate of Return
6.8 Other Criteria
6.9 Non-financial Constraints
6.10 Summary
6.11 Self Assessment Questions
6.12 Further Readings
6.1
Economic appraisal of a project deals with the impact of the project on economic
aggregates. We may classify these under two broad categories. The first deals with the
effect of the project on employment and foreign exchange and second deals with the
impact of the project on net social benefits or welfare.
6.2
EMPLOYMENT EFFECT
While assessing the impact of a project on employment, the impact on unskilled and
skilled labour has to be taken into account. Not only direct employment, but also indirect
employment should be considered. Direct employment refers to the new employment
opportunities created within the project and first round of indirect employment concerns
job opportunities created in projects related on both input and output sides of the project
under appraisal. Since indirect employment is to be counted, additional investment needed
in projects with forward and backward linkage effects also should be counted. Total
employment effect (direct and indirect) is.
where
ZTc = total employment effect.
JOT = total number of new job opportunities.
IT = total investment (direct and indirect)
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6.3 FOREIGN EXCHANGE EFFECT
A Project may be export oriented or reduce reliance on imports. In such cases
an analysis of the effects of the project on balance of payments and import
substitution is necessary. The assessment of project on the countrys foreign
exchange is done in two stages; first, balance of payments effects of the
project and second, imports substitution effect of a project. For this purpose,
net foreign exchange flows are calculated as per the proforma in statement 1.
The proforma enabled the analysis of liquidity of a project in terms of foreign
exchange. The annual net flows as well as net impact over the economic life
of the project have to be found.
Statement 1
Proforma for Estimate of Foreign-Exchange Flows of a Project
(In foreign exchange)
Item
Year
0
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Investment Decisions
B. Indirect outflow
Under Certainty
Economic Appraisal
FE1
FE2
FE3
FE4
FE5
Objectives
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6.4.2
Market Imperfections
Private costs and profits reflect social costs and benefits only under perfect
competition. Since markets were largely regulated and prices were administered
earlier in our country, resources used by private sector were underpriced. The
recent phenomenon of deregulation, which has freed several resources prices
from control, may lead in future to near approximation of conditions in perfect
competition. For instance, foreign exchange rate is now determined by markets.
Since 1991, the interest on debentures is not fixed by government. In several
markets regulation and administrated prices are being lifted.
6.4.3
Externalities
The difference between private costs and benefits and social costs and benefits
arises mainly because of economic effects a transaction has on third parties.
The effects may be benefits or costs. A project, for instance, when it creates
infrastructural facilities like roads, the area adjacent may be benefited. Such
benefits are, however, not included in assessing the benefits arising out of the
project. Actually, such benefits are invariably underprovided and subsidies may
have to be paid to ensure their provision.
On the other hand, a project may have harmful environmental effects. Such
costs are not internalized and not paid for by consumers or producer. As a
result, costs are imposed on society, which are not accounted for. The activity
in question may also be over-extended.
The problem of externalities relating to environmental effects received impetus
from the thesis propounded by World Bank that prudent environmental policies
may often make poor countries less poor. Not only is sound environmental
policy essential for durable development but many of the policies that improve
the environment will also strengthen development. They are also powerfully
re-distributive since it is often the poor that suffer from environmental
degradation.
The cure for poverty is development. Development may also cure some kinds
of pollution. Given the right technologies, developing countries can decouple
some kinds of pollution from economic growth with beneficial effects on the
economy.
6.4.4
Redistribution
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Investment Decisions
Under Certainty
ii)
Economic Appraisal
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order of preference and to select the optimal combination of projects such that
the total combined cost exhausts the budget. It is tempting to think that ranking
by NPVs will achieve this result, but it does not. Consider the following simple
example.
Project
Cost
(K)
Benefits
(B)
B-K
B/K
100
200
100
2.0
50
110
60
2.2
50
120
70
2.4
Suppose a capital constraint of 100 exists and that the constraint operates only
for the one year in which capital expenditure is incurred. Ranking by NPV
gives the ordering X, Z, Y so that X would be the only project selected, net
benefits being 100 and the budget being exhausted. But inspection of the table
shows that Y and Z could be adopted, with a combined NPV of 130 for the
same cost.
To avoid this problem, projects should be ranked by their benefit-cost ratios-i.e.
by GPV/K, at the predetermined discount rate.
Ko
t
t = 1 (1i)
where i is the rate of discount which solves the equation, and we continue to
assume that all capital costs are incurred in the initial period.
The rate i is given various names: the solution rate, the yield, the internal
rate of return and the marginal efficiency of investment (or of capital, though
the latter is confusing given that we are dealing with changes in the capital
stock). Once i is determined, the rule for accept-reject and for ranking is to
adopt any project which has an internal rate of return in excess of the
predetermined social discount rate. As with the NPV rule, then it remains
essential to choose some acceptable discount rate.
One minor drawback of the IRR approach is that the solution rate cannot be
computed quickly. The reason is simply that the IRR is the solution to a
polynomial equation. Thus, if the life of the projects is T years, the problem is
to find i in the equation
B1
(1 + i)1
B2
(1 + i) 2
+ ... +
Bn
(1 + i) T
= Ko
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Investment
TheDecisions
IRR is further
Under Certainty
Cost
Benefits
IRR
NPV at 8%
X
Y
Y-X
1
2
1
(p.a.)
0.2
0.36
0.16
15%
12%
9%
0.34
0.42
__
i (y-x) >r
where i is the IRR and r the predetermined rate. The rule is usually described
as the incremental yield approach, or Fishers rate of return over cost;
originating, as so much of investment theory has, with Irving Fishers The
Theory of Interest.
i)
ii)
iii) Mutual Exclusivity: It has already been noted that IRR needs to be
supplemented by an additional rule in situations of mutual exclusion.
Economic Appraisal
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iv) Administrative Acceptability: The argument is sometimes advanced
against NPV and in favour of IRR that decision-makers are familiar with
the idea of a rate-of-return, even if they were previously used to wrong
concepts, such as undiscounted returns-to-cost percentage ratios. This
problem is not a serious one, however, and can be overcome by suitable
expositional aids for decision-makers. The NPVs rule, on the other hand,
may require that a range of NPVs be indicated, corresponding to the range
of probabilities. Clearly, decision-makers in search of unique answers may
find the prospect more frustrating.
v)
vi) Change in the Discount Rates: It has been argued that the social
discount rate may change over time. The calculation of a unique IRR in
these circumstances would not permit of an easy comparison. Thus the
IRR many be 15 percent, with the social discount rate rising from, say 12
to 18 percent over the project life. No simple criterion of acceptability
exists in these circumstances. The NPV rule, however, does enable
discount-rate changes to be incorporated easily into the calculation.
Overall, then, the balance of favour is with the net present value rule for
deciding upon projects. The circumstances in which rate of return rules are
misleading may not be many or widespread, but they are significant enough to
indicate that the problems are best avoided by the use of the more
straightforward present value criterion.
ii)
(B t C t ) > O
t=0
Clearly, the rule makes no allowance for projects with long gestation periods,
the selection of T* usually being arbitrary. The failure to discount net benefit
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Investment
Decisions
flows
ignores
Under Certainty
Accept a project if
GPV (B)
>1
K
Economic Appraisal
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because they have been screened out for political reasons. This screening
process may be perfectly efficient if it reflects higher-level political objectives
such as income-class equity, or regional balance. It seems a useful rule then to
require that constraints should be determined at an appropriately high
political level. Effectively what happens then is that the constraints become part
of the objective function, which is no longer, defined solely in terms of
efficiency benefits. But there may be a tendency to accept un-questioningly
constraints imposed at lower levels of the political hierarchy. The reason for
acceptance is usually that it greatly simplifies the problem, often eliminating
complete directions of policy. The problem, however, is that once the analysts
himself question the constraints he appears to be overstepping the bounds of his
predefined function. This is the problem met before-with equity considerations,
with normative discount rates and now with the acceptance or otherwise of
political constraints. It is general problem of defining the limits of advice, of
finding the dividing line between adviser and decision-maker.
6.10 SUMMARY
Whenever a new project is started it has both internal and external impact.
Internal impact is specific to the firm an agency which is setting up the project,
i.e. increase in cash flows etc. The external impact is the influence of the
project on the economy as a whole, the employment generation, taxes and
duties paid to government. import substitution, export generation etc. Another
area where any project has an impact is social cost of the project. Sometimes
the projects have an positive social cost and sometimes negative e.g. toxic
affluents generated by industries. Therefore while selecting a project not only
the financial consideration has to be taken in account but also the overall
impact it has on economy as a whole has to be take into consideration.
2)
3)
List out the various factors you will take into consideration while doing a
social cost benefit analysis for only project.
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UNIT 7 PROJECT MONITORING AND
CONTROL
Objectives
The objectives of this unit are:
to provide an understanding of how the monitoring system is designed,
to explain concept of control and its various types,
to focus on types of control Processes,
to throw light on designing of control system.
Structure
7.1
7.2
7.3
7.4
7.5
7.6
7.7
Introduction
Designing of the Monitoring System
How to Collect Data
Information needs and the Reporting Process
Report Types
Project Control
Types of Control Processes
7.7.1 Cybernetic Control
7.7.2 Go/No-go Control
7.7.3 Post Control
7.8
7.9
7.10
7.11
7.12
7.13
7.14
7.15
7.1 INTRODUCTION
Monitoring is collecting, recording, and reporting information concerning any and
all aspects of project performance that the project manager or others in the
organization wish to know. In our discussion it is important to remember that
monitoring, as an activity, should be kept quite distinct from controlling (which
uses the data supplied by monitoring to bring actual performance into
approximate congruence with planned performance), as well as from evaluation
(through which judgements are made about the quality and effectiveness of
project performance).
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Given that we know what type of data we want to collect, the next question is
how to collect this information. At this point in the construction of a monitoring
system, it is necessary to define precisely what pieces of information should be
gathered and when. In most cases, the project manager has options. questions
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then arise. Should cost data be gathered before or after some specific event?
Is it always mandatory to collect time and cost information at exactly the same
point in the process? What do we do if a specific piece of desirable data is
difficult to collect because the data source (human) fears reporting any
information that might contribute to a negative performance evaluation? What
do we do about the fact that some use of time is reported as hours charged
to our project, and we are quite aware that our project has been charged for
work done on another project that is over budget? Are special forms needed for
data collection? Should we set up quality control procedures to ensure the integrity
of data transference from its source to the project information system? Such
questions merely indicate the broad range of knotty issues that must be handled.
A large proportion of the data collected may take one of the following forms,
each of which is suitable for some types of measures.
1.
2.
3.
4.
5.
After data collection has been completed, reports on project progress should be
generated. These include project status reports, time/cost reports, and variance
reports, among others. Causes and effects should be identified and trends
noted. Plans, charts, and tables should be updated on a timely basis. Where
known, comparables should be reported, as should statistical distributions of
previous data if available. Both help the project manager (and others) to
interpret the data being monitored.
The purpose of the monitoring system is to gather and report data. The purpose
of the control system is to act on the data. To aid the project controller, it is
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Investment Decisions
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helpful for the monitor to carry out some data analysis. Significant variances
from plan should be highlighted or flagged so that they cannot be overlooked
by the controller. The methods of statistical quality control are very useful for
determining what size variances are significant and sometimes even help in
determining the probable cause(s) of variances. Where causation is known, it
should be noted. Where it is not known, an investigation may be in order. The
decisions about when an investigation should be conducted, by whom, and by
what methods are the prerogative of the project controller, although the actual
investigation may be conducted by the group responsible for monitoring.
In creating the monitoring system, some care should be devoted to the issues
of honesty and bias. The former is dealt with by setting in place an internal
audit. The audit serves the purpose of ensuring that the information gathered is
honest. No audit, however, can prevent bias. All data are biased by those who
report them, advertently or inadvertently. The controller must understand this
fact of life. The first issue is to determine whether or not the possibility of bias
in the data matters significantly. If not, nothing need be done. Biased findings and
correcting activities are worthwhile only if data with less or no bias are required.
There is some tendency for project monitoring systems to include an analysis
directed at the assignment of blame. This practice has doubtful value. While
the managerial dictum rewards and punishments should be closely associated
with performance has the ring of good common sense, it is actually not good
advice. Instead of motivating people to better performance, the practice is more
apt to result in lower expectations. If achievement of goals is directly measured
and directly rewarded, a tremendous pressure will be put on people to
understate goals and to generate plans that can be met or exceeded with
minimal risk and effort.
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Consultant
V
V
Steering
Committee
V.P.
Ventures
Company
Marketing
Technical
Assistant
Project
Manager
Project
Manager
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planned cost for that task. The result is the amount that should have been
spent on the task thus far. This can then be compared with the actual amount
spent. A graph such as that shown in Figure 7.2 can be constructed and
provides a basis for evaluating cost and performance to date. If the planned
(baseline) total value of the work accomplished is in balance with the planned
cost (i.e., minimal scheduling variance), then top management has no particular
need for a detailed analysis of individual tasks. Thus the concept of earned
value combines cost reporting and aggregate performance reporting into one
comprehensive chart.
Rupees
Total
Variance
Schedule
Variance
Spending Variance
of Cost Overrun
(quantity and price)
Value Completed
1
Time Varience
(10 day delay)
Three variances can be identified on the earned value chart. The spending
variance is the actual cost less the value completed, the schedule variance is
the value completed less the baseline plan, and the total variance is the sum of
the two: actual less planned cost. Top management, as mentioned above, is
usually most concerned with the schedule (or time) variance, whereas the
project controller is probably concerned with the spending variance (cost
overrun) and the controller of the parent will track the total variance. The
project manager is concerned with all the three, of course.
If the earned value chart shows a cost overrun or performance under-run, the
project manager must figure out what to do to get the system back on target.
Options include such things as borrowing resources for activities performing
better than expected, or holding a meeting of project team members to see if
anyone can suggest solutions to the problems, or perhaps, notifying the client
that the project may be late or over budget.
Activity 1
Managing Director of a Pharmaceutical of Company has approached you to
design the monitoring system for his organization.
a) List out the steps that you would take to design the monitoring system for
the organization.
......................................................................................................................
......................................................................................................................
7
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b) How would you collect the required data for monitoring purposes?
.....................................................................................................................
.....................................................................................................................
c) What information would you provide in your Report to the Managing
Director?
.....................................................................................................................
.....................................................................................................................
2.
Most discussions of the control function are firmly focused on regulation. The
project manager needs to be equally attentive to both regulation and
conservation. The Project Manager is shepherd of the organizations resources.
The project manager must guard the physical assets of the organization, its
human resources, and its financial resources. The processes for conserving
these three different kinds of assets are different.
Types of Control
Physical Asset Control
Physical asset control requires of the use of these assets. It is concerned with
the asset maintenance, whether preventive or corrective. At issue also is the
timing of maintenance or replacement as well as the quality of maintenance.
If the project uses considerable amount of physical equipment, the project
manager also has the problem of setting up maintenance schedules in such a
way as to minimize interference with the ongoing work of the project. It is
critical to accomplish preventive maintenance prior to the start of that final
section of the project life cycle known as the Last Minute Panic (LMP).
Physical inventory, whether equipment or material, must also be controlled. It
must be received, inspected (or certified), and possibly stored prior to use.
Records of all incoming shipments must be carefully validated so that payment
to suppliers can be authorized. The same precautions applicable to goods from
external suppliers must also be applied to suppliers from inside the organization.
Even such details as the project library, project coffee maker, project room
furniture, and all the other minor bits and pieces should be accounted,
maintained, and conserved.
8
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Human Resource Control
Cybernetic Control
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Outputs
y
Process
k
Sensor
V
Comparator
Effector
and
Decision
maker
V V
Inputs V
x
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V
V
Standards
Figure 7.3: A cybernetic control system
Go/No-go Controls
Go/No-go controls take the form of testing to see if some specific precondition
has been met. This type of control can be used on almost every aspect of a
project. For many facets of performance, it is difficult to know that the
predetermined specifications for project output have been met. The same is
often true of the cost and time elements of the project plan.
It is, of course, necessary to exercise judgement in the use of go/no-go
controls. Certain characteristics of output may be required to fall within
precisely determined limits if the output is to be accepted by the client. Other
characteristics may be less precisely defined. In regard to time and cost, there
may be penalties associated with nonconformance with the approved plans.
Penalty clauses that make late delivery costly for the producer are often
included in the project contract. At times, early delivery can also carry a
penalty. Cost overruns may be shared with the client or totally borne by the
project.
The project plan, budget, and schedule are all control documents, so the project
manager has a predesigned control system complete with pre-specified
milestones as control checkpoints. Control can be exercised at any level of
detail that is supported by detail in the plans, budgets, and schedules. The parts
of a new jet engine, for instance, are individually checked for quality
conformance. These are go/no-go controls. The part passes or it does not, and
every part must pass its own go/no-go test before being used in an engine.
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While cybernetic controls are automatic and will check the operating systems
continuously or as often as designed to do so, go/no-go controls operate only
when the controller uses them. In many cases, go/no-go controls function
periodically, at regular, preset intervals. The intervals are usually determined by
clock, calendar, or the operating cycles of some machine system. Such periodicity
makes it easy to administer a control system, but it often allows errors to be
compounded before they are detected. Things begin to go awry just after a
quarterly progress check, for instance, and by the time the next quarterly check
is made, some items may be seriously out of control. Project milestones do not
occur at neat, periodic intervals; thus, controls should be linked to the actual
plans and to the occurrence of real events, not simply to the calendar.
Post-control
b)
c)
11
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and unfavourable variations. Like the tongue that invariably goes to the
sore tooth, project managers focus their attention on trouble. While this is
quite natural, it leads to complete documentation on why some things went
wrong and title or no documentation on why some things went particularly
well. Both sides, the good and the bad, should be chronicled here.
Not only do most projects result in outputs that are more or less satisfactory,
most projects operate with a process that is more or less satisfactory. The
concern here is not on what the project did but rather on how it did it.
Basically descriptive, this part of the final report should cover project
organization, an explanation of the methods used to plan and direct the project,
and a review of the communication networks, monitoring systems, and control
methods, as well as a discussion of intraproject interactions between the various
working groups.
Recommendations for Performance and Process Improvement: The
culmination of the post-control report is a set of recommendations covering the
ways future projects for improving. Many of the explanations appearing in the
previous section are related to one-time happenings, sickness, weather, strikes,
the appearance of a new technology, etc., that themselves are not apt to affect
future project-although other different one-time events may effect them. But
some of the deviations from plan were caused by happenings that are very
likely to recur. Provision for such things can be factored into future project
plans, thereby adding to predictability and control.
Just as important, the process of organizing and conducting projects can be
improved by recommending the continuation of managerial methods and
organizational systems that appear to effect, together with the alteration of
practices and procedures that do not. In this way, the conduct of projects will
become smoother, just as the likelihood of achieving good results, on time and
on cost, is increased.
Activity 2
President of an MNC has asked you to develop control system for his
organization:
a)
List out the activities that you would cover while developing control system
for the organization.
...................................................................................................................
...................................................................................................................
...................................................................................................................
...................................................................................................................
b)
List out the various assets of the organization that would require control.
...................................................................................................................
...................................................................................................................
...................................................................................................................
...................................................................................................................
c)
List out the three basic types of control mechanisms that you would
employ in the organization.
...................................................................................................................
...................................................................................................................
...................................................................................................................
...................................................................................................................
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7.8 DESIGN OF CONTROL SYSTEMS
Irrespective of the type of control used, there are some important questions to
be answered while designing any control system: who sets the standards? How
realistic are the standards? How clear are they? Will they achieve the projects
goals? What output, activities, behaviours should be monitored? Should we
monitor people? What kinds of sensors should be used? Where should they be
placed? How timely must be monitoring be? How rapidly must it be reported?
How accurate must sensors be?
If the control system is to be acceptable to those who will use it and those
who will be controlled by it, the system must be designed so that it appears to
be sensible. Standards must be achievable by the mechanical systems used.
Control limits must be appropriate to the needs of the client, that is, not merely
set to show how good we are. Like punishment, rewards and penalties should
fit the crime.
In addition to being sensible, a good control system should also possess some
other characteristics as set out below :
The system should be flexible. Where possible, it should be able to react to
and report unforseen changes in system performance.
The system should be cost-effective. The cost of control should never
exceed the value of control. As we noted above, control is not always less
expensive than scrap.
The control system must be truly useful. It must satisfy the real needs of
the project, not the whims of the project manager.
The system must operate in a timely manner. Problems must be reported
while there is still time to do something about them, and before they
become large enough to destroy the project.
Sensors and monitors should be sufficiently accurate and precise to control
the project within limits that are truly functional for the client and the
parent organization.
The system should be as simple to operate as possible.
The control system should be easy to maintain. Further, the control system
should signal the overall controller if it goes out of order.
The system should be capable of being extended or otherwise altered.
Control systems should be fully documented when installed and the
documentation should include a complete training program in system
operation.
No matter how designed, all of the control systems described above use
feedback as a control process. Let us now consider some more specific
aspects of control. To a large extent, the Project Manager is trying to anticipate
problems or catch them just as they begin to occur. The Project Manager
wants to keep the project out of trouble because upper management often
bases an incremental funding decision on a review of the project. This review
typically follows some particular milestone and, if acceptable, leads to a followon authorization to proceed to the next review point. If all is not going well,
other technological alternatives may be recommended; or if things are going
badly, the project may be terminated. Thus, the project manager must monitor
and control the project quite closely.
The control of performance, cost, and time usually requires different input data.
To control performance, the project manager may need such specific
documentation as engineering change notices, test results, quality checks,
13
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rework tickets, scrap rates, and maintenance activities. For cost control, the
manager compares budgets to actual cash flows, purchase orders, labour hour
charges, amount of overtime worked, absenteeism, accounting variance reports,
accounting projections, income reports, cost exception reports, and the like. To
control the schedule, the project manager examines bench mark reports,
periodic activity and status reports, exception reports, PERT/CPM networks,
Gantt charts, the master project schedule, earned value graphs, and probably
reviews the Action Plans.
Some of the most important analytical tools available to the project manager to
use in controlling the project are variance analysis and trend projection.
Earned value analysis was also described earlier. On occasion it may be
worthwhile, particularly on large projects for the project manager to calculate a
set of critical ratios for all project activities. The critical ratio is.
(Actual Progress/Scheduled Progress) x (Budgeted Cost/Actual Cost)
If this ratio is exactly one, then the activity is probably on target. If the ratio
differs from one, then the activity may need to be investigated. The closer the
ratio is to one, the less important is the investigation. Consider Table 7.1 for
example.
We can see that the first task is being scheduled but below budget. If delay is
no problem for this activity, the project manager need take no action. The
second task is on budget but its physical progress is lagging. Even if there is
slackness in the activity, the budget will probably be overrun. The third task is
on schedule but cost is running higher than budget, creating another probable
cost overrun. The fourth task is on budget but ahead of schedule. A cost
saving may result. Finally, the fifth task is on schedule and is running under
budget, another probable cost saving.
Task 4 and 5 have critical ratios greater than one and might not concern some
project manager but the thoughtful manager would like to know why they are
doing so well (and the project manager may also want to check the information
system to validate the unexpectedly favourable findings). The second and third
activities need attention, and the first task may need attention also. The project
manager may set some critical-ratio control limits intuitively.
Table 7.1: (Actual Progress/Scheduled Progress) x (Budget Cost/Actual Cost)
Task
Number
Actual
Progress
Scheduled
Progress
Budgeted
Cost
Actual
Cost
Critical
Ratio
(2
3)
(6
4)
1.0
(2
3)
(6
4)
.67
(3
3)
(4
6)
.67
(3
2)
(6
6)
1.5
(3
3)
(6
4)
1.5
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too much control tends to inhibit creativity. Control is not necessarily the enemy
of creativity; nor, popular myth to the contrary, does creative activity imply
complete uncertainty. While the exact outcomes of creative activity may be
more or less uncertain, the process of getting the outcome is usually not
uncertain.
In order to control creative projects, the project manager must adopt one or
some combination of three general approaches to the problem: (1) progress
review, (2) personnel reassignment, and (3) control of input resources.
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7.13 SUMMARY
Project is a set of complex interelated activities. A bottleneck at any one of the
stages has an impact on the completion schedule of other stages, therefore for
any project a monitoring system is a must. The frequency and the type of
monitoring as well as data collection for monitoring will vary from project to
project. Project monitoring reports are basically of three types 1) Routine, 2)
Exception, 3) Special Analysis.
Project control is the act of comparing the planned performance with the actual
and reducing the difference between the two. Project control has three domains
1) Physical Asset Control, 2) Human Resource Control, 3) Financial Resource
Control.
2)
What are the three main types of control systems? What questions should
a control system answer?
3)
4)
What is the mathematical expression for the critical ratio? What does it tell
a manager?
5)
How might the project manager integrate the various control tools into a
project control system?
6)
7)
Define monitoring. Are there any additional activities that should be part of
the monitoring function?
8)
Calculate the critical ratios for the following activities and indicate which
activities are probably on target and which need to be investigated.
9)
16
Activity
Actual
Progress
Scheduled
Progress
Budgeted
Cost
Actual Cost
4 days
4 days
Rs. 60
Rs. 40
3 days
2 days
Rs. 50
Rs. 50
2 days
3 days
Rs. 30
Rs. 20
1 day
1 day
Rs. 20
Rs. 30
2 days
4 days
Rs. 25
Rs. 25
Give the following information, which activities are on time, which are
early, and which are behind schedule?
Activity
Budgeted Cost
Actual Cost
Critical Ration
Rs. 60
Rs. 40
1.0
Rs. 25
Rs. 50
0.5
Rs. 45
Rs. 30
1.5
Rs. 20
Rs. 20
1.5
Rs. 50
Rs. 50
0.67
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7.15 FURTHER READINGS
Cleland, D.I., and W.R. King, Systems Analysis and Project management,
MC Graw Mill, 1983.
Kerridge, A.E. and vervalin C.H., Project Management, Gulf Publishing,
London, 1986.
Wadsworth, M.D., Project Management Controls, Prentic Hall, 1982.
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UNIT 8 CAPITAL BUDGETING DECISIONS
AND THE CAPITAL ASSET
PRICING MODEL
Objectives
Objectives of the Units are :
to examine the relevance of risk in capital budgeting decisions,
to understand the application and usefulness of capital asset pricing model
in capital budgeting decisions,
to study the certainty equivalent and risk adjusted discounting rate
approaches.
Structure
8.1 Introduction
8.2 Capital Asset Pricing Model
8.3 Measuring Betas and Capital Asset
8.4 Stability of Betas over Time
8.5 Business and Financial Risk
8.6 What determines Asset Betas
8.7 Discounted Cash Flow Approach
8.8 Summary
8.9 Self Assessment Questions
8.10 Further Readings
8.1 INTRODUCTION
Long before the development of capital asset pricing theory1, which says that
the equilibrium rates of return on all risky assets are a function of their
covariance with the market portfolio; smart financial managers adjusted for risk
in capital budgeting. They realized intuitively that, if other things being equal,
risky projects are less desirable than safe ones. Therefore, they demanded a
higher rate of return from risky projects or they based their decisions on
conservative estimates of the cash flows.
Various rule of thumb are often used to make these risk adjustments. For
example, many companies estimate the rate of return required by investors in
its securities and use this required rate of return to discount the cash flows on
all new projects. Since investors require a higher rate of return from a very
risk company, such a firm will have a higher company cost of capital and will
set a higher discount rate for its new investment opportunities.
You can use the capital asset pricing model as a rule of thumb for estimating
the companys cost of capital. For instance ABC Ltd. has a beta of 1.38, the
risk free rate is 7.8 per cent and expected market risk premium 8.3 per cent
then, the corresponding expected rate of return would be 203 or about 20 per
cent. Therefore, according to the company cost of capital rule, ABC should
have been using a 20 per cent discount rate to compute project net present
values2.
1
2
CAPM was first developed by William Sharpe in 1963, 64, and later on developed by
J.Mossin, 1963, J. Lintner, 1965, F. Black, 1972.
ABC did not use any significant amount of debt financing. Thus its cost of capital is the
rate of return investors except on its common stock.
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Investment Decisions
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This is a step in the right direction. Even though we cant measure betas or
the market risk premium with absolute precision, it is still reasonable to assert
that ABC faced more risk than the average firm and, therefore, should have
demanded a higher rate of return from its capital investments.
But the company cost of capital rule can also get a firm into trouble if the new
projects are more or less risky than its existing business. Each project should
be evaluated at its own opportunity cost of capital. This is a clear implication
of the value-additivity principle. For a firm composed of assets A and B, firm
value will be:
Firms value=PV(AB)=PV(A)+PV(B)= sum of separate asset values.
Here PV(A) and PV(B) are valued just as if they were mini-firms in which
stock-holders could invest directly. Note: Investors would value A by discounting
its forecasted cash flows at a rate reflecting the risk of A. They would value
B by discounting at a rate relfecting the risk of B. The two discount rates
will, in general, be different.
(required return)
Security market line showing
Required return on project
20.3
Company cost of capital
7.8
Project beta
Average beta of the firms assets = 1.38
Figure 8.1: Relationship between required return and Project Beta
Figure 8.1 exhibits a comparison between the company cost of capital rule and
the required return under the capital asset pricing model. ABCs company cost
of capital is about 20 per cent. This is the correct discount rate only if the
project beta is 1.38. In general, the correct discount rate increases as project
beta increases. ABC should accept projects with rates of return above the
security market line relating required return to beta.
If the firm considers investing in a third project C, it should also value C as if
it were a mini-firm. That is, it should discount the cash flows of C at the
expected rate of return investors would demand to make a separate investment
in C. The true cost of capital depends on the use to which the capital is put.
Capital asset pricing theory tells us to invest in any project offering a return
that more than compensates for the projects beta. This means that ABC
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should have accepted any project above the upward-sloping market line in
Figure 8.1. If the project had a high beta ABC needed a higher prospective
return than if the project had a low beta. Now contrast this with the company
cost of capital rule, which is to accept any project regardless of its beta as
long as it offers a higher return than the companys cost of capital. In terms
of Figure 8.1, it tells ABC to accept any project above the horizontal cost-ofcapital line-that is, any project offering a return of more than 20 per cent.
It would be silly to suggest that ABC should demand the same rate of return
from a very safe project as from a very risky one. If ABC used the company
cost of capital rule, it would reject many good low-risk projects and accept
many poor high-risk projects. It is also fully to suggest that, just because XYZ
Ltd. has a low company cost of capital, it is justified in accepting projects that
ABC would reject. If you followed such a rule to its seemingly logical
conclusion, you would think it possible to enlarge the companys opportunities by
investing a large sum in risk free securities. That would make the common
stock safe and create a low company cost of capital.
The notion that each company has some individual discount rate or cost of
capital is widespread, but far from universal. Many firms require different
returns from different categories of investment. Discount rates might be set
for different investment purposes as given below :
Category
Speculative ventures
New product
Expansion of existing business
Cost improvement, known technology.
30
20
15 (Company cost
of capital)
10
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Investment Decisions
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We will start by reconsidering the problems you would encounter in using beta
to estimate a companys cost of capital. It turns out that beta is difficult to
measure accurately for an individual firm, much greater accuracy can be
achieved by looking at an average of similar companies. But then we have to
define the similar. Among other things we will find that a firms borrowing
policy affects its stocks beta. It would be incorrect, for example, to average
the beta of a company which has borrowed heavily and the one which has not,
although, they may have similarity otherwise.
The companys cost of capital is the correct discount rate for projects that
have the same risk as the companys existing business but not for those that
are safer or riskier than the companys average. The problem is to judge the
relative risk of the projects available to the firm. In order to handle that
problem, we will need to dig a little deeper and look at what features make
some investments riskier than others.
There is still another complication: project betas can shift over time. Some
projects are safer in youth than in old age, others are riskier. In this case,
what do we mean by the project beta? There may be a separate beta for
each year of the projects life. To put it another way, can we jump from the
capital asset pricing model, which looks out one period into the future, to the
discounted-cash-flow formula for valuing long-lived assets? Most of the time it
is safe to do so, but you should be able to recognize and deal with exceptions.
Capital asset pricing theory supplies no mechanical formula for measuring and
adjusting for risk in capital budgeting. These tasks of financial management will
be among the last to be automated. The best a financial manager can do is to
combine an understanding of the theory with good judgement and a good nose
for hidden clues.
Suppose that you were considering an across-the-board expansion by your firm.
Such an investment would have about the same degree of risk as the existing
business. Therefore, you should discount the projected flows at the company
cost of capital. To estimate that, you could begin by estimating the beta of the
companys stock.
Table 8.1
Sharpe and Cooper divided stocks into risk classes according to their betas in one
5-year period (class 10 contains high betas, class 1 contains low betas). They then
looked at how many of these stocks were in the same risk class 5 years later.
Risk
10
35
69
18
54
16
45
13
41
14
39
14
42
13
40
16
45
21
61
40
62
W.F. sharpe and G.M. Cooper, Risk-Return Classes of New York Exchange Common
Stocks, 1931-1967, Financial Analysis Journal, 28:46-54, 81 (March-April 1972)
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Capital Budgeting Decisions
and the Capital Asset
Pricing Model
Company return
Market return
An obvious way to measure the beta of a stock is to look at how its price has
responded in the past to market movements. We may plot monthly rates of
return of Company against market returns for the same months. We may fit a
line through the points. Beta is the slope of the line (See Figure 8.2). It could
vary from one period to the other. If we use the past beta of a stock to
predict its future beta, we would, in most cases, not have been too far off.
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Investment Decisions
Under Uncertainty
This explains some of the fluctuation in betas observed by Sharpe and Cooper.
Suppose a companys true beta really is stable. Its apparent (estimated) beta
will fluctuate from period to period due to random measurement errors. So the
stability of true betas is probably better than Sharpe and Coopers results seem
to imply.
Asset value
Firm value
(V)
Note that the values of debt and equity add up to firm value (D + E = V), and
that firm value equals asset value.
Stockholders own the firms equity but they cant claim all of the asset value;
they have to share it with debt holders. The debt holders receive part of the
cash flows generated by the firms assets, and they may bear part of the
assets risks. (For example, if the assets turn out to be worthless, there will be
no cash to pay stockholders or debt holders.) But debt holders of big firms
such as TISCO bear much less risk than stockholders. Debt betas are
typically close to zero-close enough that for large blue-chip companies many
financial analyst just assume debt=0. But we want the asset beta, asset. How
do we get it?
Suppose you buy all the firms securities - 100 per cent of the debt and 100
percent of the equity. You would own the assets lock, stock, and barrel. You
wouldnt have to share the firms asset value with anyone; every rupee of cash
the firm pays out would be paid out to you. You wouldnt share the risks with
anyone else, either; you bear them all. Thus the beta of your debt plus equity
portfolio would equal the firms asset beta.
The beta of this hypothetical portfolio is just a weighted average of the debt
and equity betas4.
asset = portfolio = debt
debt
equity
+ equity
debt + equity
debt + equity
10
Here we ignore certain tax complications. If debt interest generates valuable tax savings,
then the formula for asset changes somewhat.
ignoumbasupport.blogspot.in
lump the preferred stock in with the debt and assume both are risk-free. This
gives us the following estimates for the beta of LMNs assets:
asset = debt = debt
debt
equity
+ equity
debt + equity
debt + equity
rf+asset (rm-rf)
= debt+ equity
= .15(.65) + .36(.35)
= .22
rf+asset(rmrf)
asset = debt
debt
equity
+ equity
debt + equity
debt + equity
debt
equity
11
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Investment Decisions
Under Uncertainty
debt
equity
= .13 + (.13 - 0)
= .13
With no debt, the firms asset and equity betas would be exactly the same.
In general, the observed equity beta depends on the firms asset beta, asset, the
spread between the asset and debt betas, asset - debt, and the ratio of debt to
equity. Figure 8.3 plots the relationship assuming risk free debt (debt =0).
, Beta
Effect of financial leverage on
equity, the beta of the firms
common stock. The higher
the debt-equity ratio, the
higher equity. When the firm
uses no debt (E=0), equity =
asset
asset; asset measures the
business risk of the firms
0
assets. Note that this figure
is drawn assuming risk-free
debt (debt=0).
D/E = 0
equty
12
What should we do if our asset has no such convenient price record? The
advice is to search for characteristics of the asset that are associated with high
or low betas. We wish we had a more fundamental scientific understanding of
what these characteristics are. We see business risks surfacing in capital
markets, but as yet there is no completely satisfactory theory describing how
those risks are generated. Nevertheless, some things are known.
ignoumbasupport.blogspot.in
Cyclicality
Many people intuitively associate risk with the variability of book or accounting
earnings. But much of this variability reflects diversifiable or unique risk. Lone
prospectors in search of gold look forward to extremely uncertain future
earnings, but whether or not they strike it rich is unlikely to depend on the
performance of the market portfolio. Even if they do find gold, they do not
bear much market risk. Therefore an investment in gold has a high standard
deviation but a relatively low beta.
What really counts is the strength of the relationship between the firms
earnings and the aggregate earnings on all real assets. We can measure this
either by the accounting beta or by the cash-flow beta. These are just like a
real beta except that changes in book earnings or cash flow are used in place
of rates of return on securities. We would predict that firms with high
accounting or cash-flow betas should also have high stock betas - and the
prediction is correct.
This means that cyclical firms - firms whose revenues and earnings are
strongly dependent on the state of business cycle - tend to be high-beta firms.
Thus you should demand a higher rate of return from investments whose
performance is strongly tied to the performance of the economy.
Operating Leverage
We have already seen that financial leverage - in other words, the commitment
to fixed debt charges - increases the beta of an investors portfolio. In just the
same way, operating leverage - in other words, the commitment to fixed
production charges - must add to the beta of a capital project. Lets see how
this works.
The cash flows generated by any productive asset can be broken down into
revenue, fixed costs, and variable cost.
Cash flow = revenue fixed cost variable cost.
Costs are variable if they depend on the rate of output. Examples are raw
materials, sales commission, and some labor and maintenance costs. Fixed
costs are cash outflows that occur regardless of whether the asset is active or
idle - property taxes, for example, or the wages of workers under contract.
We can break down the assets present value in the same way:
PV(asset)=PV(revenue)-PV(fixed cost) - PV (variable cost)
Or equivalently:
PV(revenue)=PV(Fixed Cost)+PV(variable cost)+PV(asset)
Those who receive the fixed costs are like debtholders in the project. Those
who receive the net cash flows from the asset are like holders of levered
equity in PV(revenue).
We can now figure out how the assets beta is related to the betas of the
values of revenue and costs. We just use our previous formula with the betas
relabeled:
revenue= fixed cost
PV (fixed cos t)
+ variable cost PV(variablecost) + asset
PV(revenue)
PV (revenue)
PV (asset )
PV (revenue)
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Investment Decisions
Under Uncertainty
In other words, the beta of the value of the revenues is simply a weighted
average of the beta of its component parts. Now the fixed-cost beta is zero by
definition: whoever receives the fixed costs holds a safe asset. The betas of
the revenues and variable costs should be approximately the same, because
they respond to the same underlying variable, the rate of output. Therefore, we
can substitute revenue for variable cost and solve for the asset beta. Remember
that fixed cost = 0.
asset
= revenue
= revenue 1 +
PV(fixed cost)
PV(asset)
ignoumbasupport.blogspot.in
This could be plugged into the standard discounted cash flow formula as
T
PV =
t =1
Ct
(1 + r)
=
t =1
Ct
[1 + rf + (rm - rf )]t
You should not take step without thinking about it first. In capital budgeting we
must usually value cash flows extending over several future periods. The
discounted cash flow formula does this is one step, but the capital asset pricing
model looks at rates of return and prices over one period at a time.
One-period projects pose no problems.
PV =
C1
1+ r
C1
1 + rf + (rm - rf )
C1 + PV1
1+ r
C1 + PV1
1 + rf + (rm - rf )
Certainty Equivalents
Let us start with a single future cash flow C1. If C1 is certain, its present
value is found by discounting at the risk-free rate rf
PV =
C1
1 + rf
If the cash flow is risky, the normal procedure is to discount its forecasted
(expected) value at a risk-adjusted discount rate r which is greater than rf.5
Another approach is to ask, What is the smallest certain return for which I
would exchange the risky cash flow C1? This is called the certainty equivalent
of C1, denoted by CEQ1
Suppose that the forecasted value of the risky cash flow is Rs.1000, but that
you would be willing to trade it for a safe cash flow of as little as Rs.800.
Then Rs.800 is the certainty equivalent of the risky cash flow. You are
indifferent between an Rs.800 safe return and an expected but risky cash flow
of Rs.1000.
5
The quantity r can be less than rf for assets with negative betas. But the betas of the
assets which corporations hold are almost always positive.
15
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Investment Decisions
Under Uncertainty
What is the present value of Rs.1000 forecasted cash flow? It must be the
same as the present value of a certain Rs.800, because by definition you are
indifferent between the two flows. Suppose the risk-free rate of interest is
rf = 0.08. Then
CEQ1
800
= Rs. 740.74
1.08
We could have gotten the same answer by discounting Rs.1000 at a riskadjusted rate. We can figure out what the proper discount rate is. If
PV =
1000
= Rs.740.74
1+ r
CEQ t
(1 + rf )
=
t =1
a tCt
(1 + rf ) t
where at is the ratio of the certainty equivalent of a cash flow to its expected
value (at = CEQt/Ct). Normally at will be positive, but less than 1.06.
Table 8.4
Example showing certainty equivalents implied by use of constant riskadjusted discount rate
Period
Expected
Cash
Flow = Ct
Present
Value Using
10% RiskDiscount Rate,
PV = Ct/(1.10)t
Certainty
Equilvalent
CEQt Implied
By use of
10% Discount
CEQt = Ct
0
1
2
3
4
5
-350
100
100
100
100
100
-350
91
83
75
68
62
1 + rf
1+ r
-350
95
89
85
80
76
at Ratio
of CEQt
TO Ct
Present Value
of CEQS at 4%
Risk-Free Rate
1.00
0.945
0.894
0.845
0.799
0.755
29
-350
91
83
75
68
62
29
Note: By using a constant risk-adjusted discount rate of 10 per cent the finance
manager is implicitly making larger deductions for risk from the later cash flows.
Notice that discounting the cash flows at 10 per cent or the certainty equivalents at
4 per cent would give NPV = 29.
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When we discount at a constant risk-adjusted rate rt we are implicitly making a
special assumption about the coefficients at. Consider an asset offering cash
flows in 2 periods. If the certainty equivalent and risk-adjusted discount rate
formulas are really equivalent, they should give the same present value for each
cash flow:
C1
aC
= 1 1
1+ r
1 + rf
and
C2
(1 = r) 2
a 2C2
(1 + rf ) 2
1 + rf
1 + rf
= and a 2
1= r
1= r
= (a1 ) 2
1 + rf
1+ r
= (a1 ) t
100
(1.10) t
350 = Rs.29
What is the finance manager implicitly assuming about the values of at? The
answer is given by Table 8.4. By using a constant discount rate the finance
manager is effectively making a much larger deduction for risk from the later
cash flows. The larger deduction is reflected in lower values for at. Notice
also that at. decreases at a constant compound rate of about 5.5. per cent per
year.
It is usually reasonable to assume that risk increases at a constant rate. For
example, if you are willing to assume that beta is constant in each future
period, then the risk borne per period will be constant but cumulative risk will
grow steadily as you look further into the future.
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Investment Decisions
Under Uncertainty
t=2
125
125 or Rs.125,00
(1.25) tt
250
= +1500 (50% chance)
0.10
Pilot
production
and
market
tests
Failure->NPV = 0(50% chance)
Thus, we could view the project as offering an expected payoff of
.5(1500)+.5(0)=750 or Rs.750,000 at t = 1 on a Rs.125,000 investment at t = 0.
Of course, the certainty equivalent of the payoff is less than Rs.750,000 but at
would have to be very small to justify rejecting the project. For example, if the
CEQ is half the expected value (at=0.5), and the risk-free rate is 7 per cent,
the project is worth Rs.225,500;
NPV = C o +
a 1C1
1 + rf
= 125 +
0.5(750)
= 225.5, or Rs. 225,500
1.07
Not bad for a Rs.125,000 investment - and quite a change from the
negative NPV that management got by discounting all future cash flows at
25 percent.
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A Word of Caution
We sometimes hear people say that because distant cash flows are riskier,
they should be discounted at a higher rate than earlier cash flows. Thats quite
wrong: any risk-adjusted discount rate automatically recognizes the fact that
more distant cash flows have more risk. The reason is that the discount rate
compensates for the risk borne per perid. The more distant the cash flows, the
greater the number of periods and the larger the total risk adjustment.
Activity I
a)
b)
c)
d)
8.8 SUMMARY
Capital Asset Pricing Model is used to estimate risk adjusted discount rate for
making investment decisions. In order to find an appropriate discount rate it is
necessary to find project beta which may be different from the firms beta
executing that project. The beta of the assets is weighted average of debt and
equity betas. A firms asset beta reflects its business risk, whereas the
difference between its equity and asset beta reflects financial risk.
Certainly equivalent is the smallest certain return which one would exchange
for a risky cash flow. Emperically it has been found that the betas are stable
over time.
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Investment Decisions
Under Uncertainty
For a high beta Project, you should use a high discount rate to value
positive cash flows and a low discount rate to value negative cash flows.
Is this statement correct? Should the sign of the cash flow affect the
appropriate discount rate?
2.
The errors in estimating beta are so great that you might just as well
assume that all betas are one. Do you agree?
3.
4.
Beta
value
Total market
0
0.20
1.20
100,000
40,000
200,000
What is the firms asset beta (that is, beta of its stock if it were all equity
financed)?
(b) Assume the Capital Asset Pricing Model is correct. What discount rate
should PQR Ltd. set for investments that expand the scale of its
operations without changing its asset beta? Assume any new
investment is all-equity financed. Plug in numbers that are reasonable
today. Specify two discount rates, one real and one nominal.
20
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UNIT 9 PROJECT EVALUATION UNDER
RISK AND UNCERTAINTY
Objectives
The objectives of this unit are:
to provide conceptual understanding of state of certainty, risk and uncertainty,
to explain various methods of measuring project risk.
Structure
9.1 Concept of Certainty, Risk and Uncertainty
9.2 Measurement of Project Risk :
9.2.1
Probability Distribution
9.2.2
Sensitivity Analysis
9.2.3
Scenario Analysis
9.2.4
9.2.5
9.3 Summary
9.4 Self Assessment Questions
9.5 Further Readings
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Investment Decisions
Under Uncertainty
uncertainty while there are a number of techniques to deal with risk. As such,
the term risk and uncertainty will be used interchangeably in the following
paragraphs.
Probability Distribution
Deep recession
Mild recession
Normal
Minor boom
Major boom
Proposal B
(Rs.)
3,000
3,500
4,000
4,500
5,000
2,000
3,000
4,000
5,000
6,000
We see that the dispersion of possible cash flows for proposal B is greater
than that for proposal A. Therefore, we might say that it is relatively riskier. To
quantify our analysis of risk, however, we need additional information. More
specifically, we need to know the likelihood of the occurrence of various states
of the economy. Assume that our estimate of the probability of a deep
recession occurring next year is 10 per cent, of a mild recession 20 per cent,
of a normal economy 40 per cent, of a minor boom 20 per cent, and of a
major economic boom 10 per cent. Given this information, we are now able to
formulate a probability distribution of possible cash flows for proposals A and
B, as follows :
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dispersion of cash flows should be considered. If risk is associated with the
probability distribution of possible cash flows, such that the greater the
dispersion, the greater the risk, proposal B would be the riskier investment. If
management, stockholders, and creditors are averse to risk, proposal A would
then be preferred to proposal B.
State of the
Economy
Proposal A
Proposal B
Probability
Cash Flow
(Rs.)
Probability
Cash Flow
(Rs.)
Deep recession
.10
3,000
.10
2,000
Mild recession
.20
3,500
.10
3,000
Normal
.40
4,000
.40
4,000
Minor boom
.20
4,500
.20
5,000
Major boom
.10
5,000
.10
6,000
Proposal A
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.3
.2
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Investment Decisions
Under Uncertainty
The expected value of a cash-flow probability distribution for time period t, CFt,
is defined as
n
CFt = = (CFxt ) (Pxt )
x =1
where CFxt is the cash flow for the xth possibility at time period t, Pxt is the
probability of that cash flow occurring, and n is the total number of cash-flow
possibilities occurring at time period t. Thus, the expected value of cash flow is
simply a weighted average of the possible cash flows, with the weights being
the probabilities of occurrence.
The conventional measure of dispersion is the standard deviation which
completes our two-parameter description of a cash-flow distribution. The tighter
the distribution, the lower this measure will be; the wider the distribution, the
greater it will be. The cash-flow standard deviation at time period t, t , can be
expressed mathematically as where p represents the square-root sign. The
square of the standard deviation,
, is known as the variance of the
distribution.
n
t =
(CFxt - CF t ) 2 (Pxt )
x =1
Probability of
Occurrence, P x1
(CFx1) (P xt)
(Rs.)
(CF x1 ) CF 1 ) 2 (P x )
(Rs)
3,000
.10
300
3,500
.20
700
4,000
.40
1600
4,500
.20
900
5,000
.10
500
= 1.00
= 4,000 = CF1
= 300,000 = s21
= (300,000)-5 = 548 = s1
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Project Evaluation Under
Risk and Uncertainty
Proposal B
Possible Cash
Flow, CFx1
(Rs)
Probability of
Occurrence, P x1
(CFx1) (P xt)
(Rs.)
2,000
3,000
4,000
5,000
6,000
.10
.20
.40
.20
.10
200
600
1600
1000
600
= 1.00
= 4,000 = CF 1
(CF x1 ) CF 1 ) 2 (P x)
(Rs)
(2,000
(3,500
(4,000
(5,500
(6,000
4,000) 2 (.10)
4,000) 2 (.20)
4,000) 2 (.40)
4,000) 2 (.20)
4,000) 2 (.10)
= 1,200,000 = s21
= (1,200,000)-5 = 1,095 = s1
The expected value of the cash-flow distribution for proposal A is Rs. 4000, the
same as for proposal B. However, the standard deviation for proposal A is Rs.
548, Thus, proposal B has a higher standard deviation, indicating a greater
dispersion of possible outcomes so we would say that it has greater risk.
Coefficient of Variation : A measure of the relative dispersion of a distribution
is the coefficient of variation (CV). Mathematically, it is defined as the ratio of
the standard deviation of a distribution to the expected value of the distribution.
Thus, it is simply a measure of risk per unit of expected value. For proposal, A,
the coefficient of variation is
CVA = Rs. 548/Rs. 4,000 = .14
While that for proposal B is
CVB = Rs. 1,095/Rs. 4,000 = .27
Because the coefficient of variation for proposal B exceeds that for proposal A,
it has a greater degree of relative risk.
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Investment Decisions
Under Uncertainty
...................................................................................................................
...................................................................................................................
...................................................................................................................
...................................................................................................................
...................................................................................................................
...................................................................................................................
...................................................................................................................
...................................................................................................................
...................................................................................................................
b) Try to know from some finance managers the methods that they have used
to incorporate risk while evaluating investment Projects.
...................................................................................................................
...................................................................................................................
...................................................................................................................
...................................................................................................................
...................................................................................................................
...................................................................................................................
...................................................................................................................
...................................................................................................................
...................................................................................................................
...................................................................................................................
...................................................................................................................
...................................................................................................................
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the graphs. The slopes of the lines in the graphs show how sensitive NPV is to
changes in each of the inputs the steeper the slope, the more sensitive the
NPV is to the change in the variable. Here we see that the projects NPV is
very sensitive to changes in variable costs, fairly sensitive to changes in sales
volume, and relatively insensitive to changes in the cost of capital.
If we were comparing two projects, then, other things, held constant, the one
with the steeper sensitivity lines would be regarded as riskier-a relatively small
error in estimating variables such as the variable cost per unit or demand for
the product would produce a large error in the projects projected NPV. Thus,
sensitivity analysis provides useful insights into the relative riskiness of different
projects.
Table 9.1: ABC : Operating and Networking Capital Cash Flows, 1988-1993
Unit Sales
a
Sales Price
a
1988
1989
1990
1991
1992
1993
25000
25000
25000
25000
25000
25000
2000
2332
2472
2620
2777
2944
Net Sales
Variable Costsb
Fixed Cost
(Overhead)a
8000000
8480000
8988800
12500000
1250000
1250000
1250000
1250000
1250000
Depreciation
(building)d
400000
800000
720000
640000
560000
560000
Depreciation
(equipments)d
1425000
2090000
1995000
1995000
1995000
Earnings before
taxes
8175000
7785000
8676200
Taxes (46%)
3760500
3581100
3991052
4375461
4781210
6092330
Project net
income
4414500
4203900 46855148
5136411
5612724
7151865
Noncash
expensese
3075000
4140000
3965000
3885000
3805000
1810000
7489500
8343900
8650148
9021411
9417724
8961865
Addition to
NWCg
(396000)
(420000)
(444000)
(471000)
(501000) (8832000)
7923900
8206148
8550411
8916724 17793865
R&D expensesc
If the project is accepted, ABC will amortize the Rs. 7.5 million of capitalized R&D
cost over 6 years, so it will have a noncash, deductible expenses for Rs. 7,500,000/6 =
Rs. 1,25,000 per year.
1
5%
15%
2
10%
22%
3
9%
21%
4
8%
21%
5
7%
21%
6
7%
-
12 per cent of next years increase in sales. For example, 1989 sales are estimated at
Rs. 3.3 million over 1988 sales, so the addition to NWC in 1988 to prepare for the
1989 sales increase in 0.12 (3,300,000) = 396,000. The cumulative working capital
investment will be recovered in 1993.
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Investment Decisions
Under Uncertainty
1986
1988
1987
1989
1990
1991
1992
1993
8916724 22961065
a) Unit Sold
NPV (Rs.)
b) Variable Cost
Per Unit
NPV (Rs.)
11468
11468
c) Cost of Capital
NPV (Rs.)
11468
Table 9.3
Net Present Value
Change from
Base Value
-10%
7549
19416
13109
-5
9463
15442
12273
11468
11468
11468
+5
13472
7493
10692
+10
15476
3519
9946
9.2.3
Scenario Analysis
ignoumbasupport.blogspot.in
Project Evaluation Under
Risk and Uncertainty
Scenario
Sales
Price (Rs.)
NPV
(Thousands) (Rs.)
Worst case
5,000
1,700
22,421
Base case
25,000
2,200
11,468
Best case
40,000
2,700
50,093
As an example, let us return to the ABC project. Assume that ABC executives
are fairly confident in their estimates of all the projects cash flow variables
except price and unit sales. Further, suppose they regard a drop in unit sales
below 5,000, or a rise above 40,000 units, as being extremely unlikely. Similarly,
they expect the sales price as set in the marketplace to fall within the range of
Rs. 1,700 to Rs. 2,700. Thus, 5,000 units at a price of Rs. 1,700 defines the
lower bound or the worst case scenario, while 40,000 units at a price of Rs.
2,700 defines the upper bound or the best case scenario. Remember that the
expected, or base case, values are 25,000 units at a price of Rs. 2,200. Also,
note that the indicated sales prices are for 1988, with future years prices
expected to rise because of inflation.
To carry out the scenario analysis, we use the worst case variable values to
obtain the worst case NPV and the best case variable values to obtain the best
case NPV. Table 9.4 summarizes the results of the analysis. We see that the
base case forecasts a positive NPV; the worst case, a negative NPV; and the
best case, a very large positivie NPV. However, it is not easy to interpret this
scenario analysis, or to make a decision based on it. In our example, we can
say that there is a chance of losing on the project, but we cannot easily attach
a specific probability to this loss. Clearly, what we need is some idea about the
probability of occurrence of the worst case, the best case, the most likely case,
and all the other cases that might arise. This leads us directly to Monte Carlo
simulatioin, which is described in the next section.
Probability
(1)
(2)
Associated
Random Numbers
(3)
Rs. 1,700
0.05
00-04
2,000
0.20
05-24
2,200
0.50
25-74
2,400
0.20
75-94
2,700
0.05
95-99
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Investment Decisions
Under Uncertainty
2.
3.
Once a value has been established for each of the variables, the computer
generates a set of income statements and cash flows. These cash flows
are then discounted at the cost of capital (which may also be treated as a
random variable), and the result is the net present value of the project on
the computers first run.
4.
The NPV generated on Run 1 is stored in memory, and the computer then
goes on to Run 2. Here a different set of random numbers, and hence
cash flows, is used. The NPV generated in Run 2 is again stored, and the
model proceeds on for perhaps 500 runs. Modern computers can complete
this operation almost instantaneously for a vary low cost.
5.
The stored NPVs (all 500 of them) are then printed out in the form of a
frequency distribution, together with the expected NPV and the standard
deviation of this NPV.
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Project Evaluation Under
Risk and Uncertainty
0.80
1825
0.119
0.70
5144
0.151
Mean
11228
0.60
0.50
0.40
8397 11393
13683
0.179 0.204
0.221
NPV Sample Statistics
Standard Deviation
10124
0.30
16516
0.242
0.20
0.10
19639 25286
0.263 0.299
Skewness
0.1
CVProject =
NPV
Standard deviation
=
Expected NPV
Expected value
Rs.10,124,000
= 0.90
Rs.11,228,000
CVAverage Project =
Rs.370,000
= 0.38
Rs.975,000
31
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Under Uncertainty
...................................................................................................................
...................................................................................................................
...................................................................................................................
...................................................................................................................
B) List out the five steps involved in Monte Carlo Simulation of Analyzing risk
in investment projects.
...................................................................................................................
...................................................................................................................
...................................................................................................................
...................................................................................................................
...................................................................................................................
...................................................................................................................
...................................................................................................................
...................................................................................................................
...................................................................................................................
...................................................................................................................
9.2.5
Many capital budgeting decisions are not made at a single point in time. Rather,
they consist of two or more sequential decisions, which are made as the
project progresses through stages. For example, suppose ABC is considering
the production of a product X for some other company. The capital budgeting
decision for this project will be broken down into three stages, as set forth in
Figure 9.3.
Stage 1 : At t = 0, conduct a Rs. 500,000 study of the market potential for
this product X.
Stage 2 : If it appears that a sizable market for this product X does exist, then
at t = 1, spend Rs. 1,000,000 to design and fabricate several prototype of
Product X.
Stage 3 : If reaction to the Prototype Product X is good, then at t = 2, build a
production plant with a net cost of Rs. 10,000,000. If this stage were reached,
the net payoff is expected to be either Rs. 13,000,000 or Rs. 16,000,000
depending on the state of the economy, competition, and so forth.
t=0
Time
t=1
t=2
t=3
(1)
(2)
(3)
(4)
Conditional
Probability
(5)
NPV
NPV Product
(6)
0.24
2347
563
0.24
94
23
0.32
(1409)
(450)
0.20
(500)
(100)
(16000)
0.5
(1000)
0.6
(1000)
0.8
(500)
0.5
13000
0.4
Stop
0.2
Stop
32
Rs. 36
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The diagram in Figure 9.3 is called a decision tree, a procedure often used to
analyze multi-stage, or sequential, decisions. A decision tree lays out the
analysis like the branches of a tree. In Figure 9.3, we assume that as on year
goes by between decisions and that a single net cash inflow from the project
would occur one year after the final decision to go into production. Each circle
represents a decision points, or stage. The rupee value to the left of each
decision point represents the investment required if the decision is go at that
point. Each diagonal line represents a branch of the decision tree, and each
branch has an estimated probability. For example, if ABC decides to go with
the project at Decision Point 1, it will have to spend Rs. 500,000 on a
marketing study. Management estimates that there is a probability of 0.8 that
the study will produce favourable results, leading to the decision to move on to
Stage 2, and a 0.2 probability that the marketing study will produce negative
results, indicating that the project should be cancelled after State 1. If the
project is stopped here, the cost of ABC will be Rs. 500,000 for the initial
market study.
If the marketing study is undertaken, and if it does yield positive results, then
ABC will go on to Decision Point 2 and spend Rs. 1,000,000 on the product.
Managemetn estimates (before even making the initial Rs. 500,000 investment)
that there is a 60 per cent probability that product will be useful and a 40 per
cent probability that it will not be useful. If the management accept the product,
then company would spend the final Rs. 10,000,000 while if the management do
not like it, the project would be dropped. Finally, if ABC does go into
production, the payoff is assmed to be either Rs. 16,000,000 or Rs. 13,000,000,
with each outcome having a 50 per cent probability. (Although we used only
two production outcomes for simplicity, we could have used any number of
outcomes or even a continuous distribution of outcomes.)
Column 5 of Figure 9.3 gives the conditional probability of occurrence of each
final outcome. Each conditional probability is obtained by multiplying together all
probabilities on a particular branch. For example, the probability the ABC will, if
Stage 1 is undertaken, move through Stage 2 and 3, and that a strong economy
will produce a Rs. 16,000,000 net cash inflow, is (0.8) (0.6) (0.5) = 0.24
Column 6 of Figure-9.3 gives the NPV of each final outcome. ABC has a cost
of capital of 10 per cent, and management assumes initially that all projects
have average risk. The NPV of the top (most favourable) outcome is about
Rs. 2,347,000:
NPV =
Rs. 16,000,000
(1.10) 3
Rs. 10,000,000
(1.10) 2
Rs. 1,000,000
(1.10)1
= Rs. 500,00
33
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Investment Decisions
Under Uncertainty
probabilities, and the small NPV relative to the amount required to undertake
the project, chances are good that it would be rejected.
9.3 SUMMARY
Risk involves situations in which the probabilities of cash flow occuring are
known and are objectively or subjectively determinable. The event is repetitive
in nature and the inability to accurately predict the future course of events
introduces risk. In contrast when an event is not repetitive in nature and the
probability of occurance is not determinable uncertainity is said to prevail.
There are sevral techniques to measure project risk. The most basic and widely
used technique is Standard Deviation. Another technique is Sensitivity Analysis
which measures the effect of change of variables on NPV of the project.
A risk analysis technique which considers both the sensitivity of NPV to
changes in key variables and also the range of likely variables value is Scenario
Analysis. Monte Carlo Simulation ties together sensitivities and input variable
probability distribution. Another technique is that of Decision Tree Analysis
which is used when Capital Budgeting Decisions are dependent on the outcome
of a precedent event.
4. Naughty Pine Lumber Company is evaluating a new saw with a life of two
years. The saw costs Rs. 3000, and future after-tax cash flows depend on
demand for the companys products. The tabular illustration of a probability
tree of possible future cash flows associated with the new saw is as
follows:
Year 1
Year 2
Initial
Probability
P (1)
Net
Cash
Flow
(Rs.)
.40
1500
Conditional
Probability
P (2/1)
Net
Cash
Flow
(Rs.)
.30
.40
.30
1000
1500
2000
1
2
3
2000
2500
3000
4
5
6
Branch
1.00
.60
34
1.00
2500
.40
.40
.20
1.00
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a)
b)
If the risk-free rate is 10 per cent, what is (i) the net present value of
each of the six complete branches and (ii) the expected value and standard
deviation of the probability distribution of possible net present values?
c)
Assuming a normal distribution, what is the probability that the actual net
persent value will be less than zero? What is the significance of this
probability?
5.
XYZ Inc., can invest in one of two mutually exclusive, one-year projects
requiring equal initial outlays. The two proposals have the following discrete
probability distributions of net cash inflows for the first year :
Project A
Project B
Probability
Cash Flow
Probability
Cash Flow
.20
.30
.30
.20
2000
4000
6000
8000
.10
.40
.40
.10
2000
4000
6000
8000
1.00
1.00
35
Investment Decisions
Under Uncertainty
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UNIT 10 RISK ANALYSIS IN INVESTMENT
DECISIONS
Objectives
The major objective of this unit is to discuss and show the application of some
advanced techniques of risk analysis in investment decisions.
Structure
10.1 Introduction
10.2 Stochastic Goal Programming Model
10.3 Game Theory
10.4 Expected Utility Approach
10.5 The Expected Utility Model
10.6 Summary
10.7 Self Assessment Questions
10.8 Further Readings
Appendix : A Goal Programming Model for Capital Budgeting
10.1 INTRODUCTION
Most of the literature on capital budgeting decisions has been woven around
the assumption of certainty and single goal. In unit two of this block, we have
discussed various techniques of risk analysis presuming that true certainty in
expected cash flow and the required rate of return do not exist in the real
world. However, we have continued to assume that a company has a single
objective, i.e., higher rate of return. As we know, in real world not only we
are faced with lot of uncertainty but companies tend to have multiple goals like
rate of return, sales, employment, etc. The multi-objective criteria and the
problem of risk and uncertainty could be taken care of with the help of a
stochastic goal programming model by incorporating priority coefficients for
different objectives.
Random variables ui are normally distributed with mean 0 and variancecovariance matrix S.
2.
3.
The non-singular variance-covariance matrix S is known since only nonsingular matrices have ordinary inverses.
Given the goals (x1, x2, , xn)we analyse the goals such that
(x1, x2, , xn) = bi
where b represents given goals.
(1)
In order to convert into a real linear functional, this may be written as:
(x1, x2, , xn)= a1x1 + a2x2 + ... + anxn = bi (2)
36
where a1, a2, ... , an are any real numbers such that is a real linear
functional.
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In order to simplify the notation, we use the ideas of matrix algebra. Let x be
a column vector with components x1,x2,..., xn and let a be a row vector with
components a1, a2, ..., an then the (2) may be represented equivalently by
Axi = bi
(3)
(5)
axi + d t - d i = bi
(5.1)
xi , d-2 d+i 0
(5.2)
(6.1)
(6.2)
(8)
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Investment Decisions
Under Uncertainty
(10)
(11.1)
(11.2)
(12)
subject to
axi + uixi + d-i - d+t = bi
xi , d-i, d+i > 0
(12.1)
(12.2)
(13)
(13.1)
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Risk Analysis in Investment
Decisions
(13.2)
(13.3)
(13.4)
(13.5)
(13.6)
(13.7)
(13.8)
Computational Procedure
The Wolfes algorithm of a simplex type of a quadratic problem which apply to
the stochastic goal programming problem formulated for capital budgeting
decision under uncertainty is of the following form:
Let the variables of the problem constitute the n vector x = (x1, ... xn) where
x is to be taken to be a column vector, with n x 1 matrix. If A be an m x n
matrix and b an m x 1 the linear constraints of the problem for l 0.
Minimize f (l,x) = lpx 1/2x cx
May be specified as x ), Ax = b
(14)
Where
Xi 0(j = 1, ..., n)
n
S aij xj = bi(i = 1, ..., m).
j=1
The conditions that the n vector x solve the problem for l > 0 may be written
as:
Ax=b
Cx V + Au+ pu + pl = 0
(15)
x 0, v 0
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Investment Decisions
Under Uncertainty
(16)
= b
-I
=o
(17)
X, v,z 0.
Given a basis and basic solution satisfying (17), vx = 0 and
n
S Zk > 0, make one change of basis in the simplex procedure
K=1
minimizing the linear form
n
S
Xk
K=1
(18)
under the side condition for k=1, ..., n, if xk is in the basis, we do not admit
vk; and if vk is in the basis, we do not admit xk.
n
If S Zk > 0, then we repeat the step (18) and the form will
K=1
vanish in subsequent iterations yielding z=0. The x part of the terminal basic
solution in a solution of the quadratic programming for l.
The computational procedure, when the number of constraints is larger may be
presented in the following manner alongwith line discussed above:
Let the constraints be
A11x 1 + A 12x 2
A21x1 + A22x2 + y 2
A31x1 + A32x2 + y 3
X1, y2, y3 > 0
40
= b1
= b2
= b3
(20)
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the new system of linear constraints (corresponding to 16) will be:
x1 0
A 11
A 21
A 31
C
x2
A 12
A 22
A 32
y20
y30
v10
u1
u20
u30
A 11
A12
A21
A22
A31
A32
I
-I
-I
l
=b 1
=b 2
=b 3
p1=0
p2=0
The algorithm would proceed the same way as in (18) above. If (x1) k is in
the basis, we do not admit (v-1)k, and vice versa ; if (y-2)k is in the basis we
do not admit (u3)k, and vice versa.
However, if number of variables involved or the number of iterations required is
large, computer package programme may be used to arrive at the solution.
Our emphasis here has primarily been to suggest a model of stochastic goal
programming for capital budgeting decision problem under risk and uncertainty
and the computational procedure for its solution.
41
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Investment Decisions
Under Uncertainty
a1
a2
a3
b1
Flood
(Rs.)
b2
No Flood
(Rs.)
130,000
140,000
80,000
400,000
260,000
90,000
A glance at the Table will convince the reader that, provided the six figures
above are all accepted as correct estimates of net benefits, option a3
requiring the release of all the water in the reservoir will never be adopted.
Whether b1 or b2 occurs the net benefits of adopting the a3 option will be
lower than those of either a1 or a2. In the Jargon, option a3 is dominated by
the other options, a fact that is revealed by the figures in the a1 row
(Rs.130,000 and Rs.400,000) and those in the a2 row (Rs.140,000 and
Rs.260,000), both sets of figures being larger than the a3 row figures
(Rs.80,000 and Rs.90,000). We could then save some unnecessary calculation
by eliminating the dominated option a3, since there are no circumstances in
which it would pay to adopt it. Nevertheless we shall retain it in this simplified
example, as the additional exercise will be useful while the additional calculation
will be slight complex.
Given no information other than in Table 10.1 we could employ either of two
standard methods to produce a decision: a maximin procedure and a minimax
procedure. We shall only illustrate the former for understanding the application
of the game theory.
The maximum procedure : If he looks along the first row of Table 10.1
showing the net revenues, Rs.130,000 and Rs.400,000, corresponding to each of
the two possible alternative states of nature, b1 and b2, when the decisionmaker chooses option a1, it will be realized that the worst that can happen is
the occurrence of b1, yielding a revenue of only Rs.130,000. Assuming that the
decision-maker is a conservative person, he will want to compare this worst
result, or minimal net revenue, that he can obtain from choosing a1 with those
minimal he might obtain if instead he adopts the a2 or a3 option. Now the
choice of a2 or b2 occurs respectively. He can then be sure of at least
Rs.140,000. Similarly if he chooses option a3 he can be sure of obtaining at
least Rs.80,000. These three row minima, Rs.130,000 for a1, Rs.140,000 for a2,
and Rs.80,000 for a3 are all shown in the third column of Table 10.2 which is
the same as Table 10.1 except for the addition of two columns.
Table 10.2: The Maximum Procedure
a1
a2
a3
42
b1
b2
Row minima
Maximin
(maximum of
row minima)
Rs.
130,000
140,000
80,000
Rs.
400,000
260,000
90,000
Rs.
130,000
140,000
80,000
Rs.
140,000
Down this third column he reads off the worst possible outcome corresponding
to each option. If he chooses a1, he can be sure of not getting less than
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Rs.130,000. If he chooses a2, he can be sure of not getting less than
Rs.140,000. If he chooses a3, he can be sure of not getting less than
Rs.80,000. It will then occur to him that if he chooses any option other than
a2 he might get less than Rs.140,000; for example, if having chosen a1, b1
occurs, he will receive only Rs.130,000, whereas if he chooses a3 he will
receive only Rs.80,000 or Rs.90,000 according as event b1 or event b2 occurs.
The largest net revenue he can be sure of obtaining is, then Rs.140,000. The
maximin principle, therefore, requires that he chooses option a2 (releasing twothirds of the water in the reservoir), and assure himself of no less than
Rs.140,000.
The guiding idea has been to pick out the maximum figure from column three,
which column contains the minimum possible net revenues corresponding to
each option. Hence the figure chosen Rs.140,000 in column four of Table 10.2
is spoken of as the Maximin.
One feature of the above example is that capital costs are taken to be constant
for each of the alternative options. This enables us to compare directly the net
revenuesannual revenues less annual loss in each of the first two columns.
If we assume instead that revenues are fixed and that costs alone vary
according to the decision made and the event which takes place, we can go
through the same sort of exercise.
An example would be the installation of a boiler in a works. Again we can
suppose three options: a1, installing a coal-fired boiler, a2, installing an oil-fired
boiler, or a3, installing a dual boiler, one that could be switched from using coal
to using oil, and vice versa, at negligible cost. Three possible occurrences are
to be considered: b1, coal prices rise relative to oil prices over the next twenty
years by an average of 25 per cent; b2, the reverse of this; and b3, the
relative prices of the two fuels remain on the average unchanged.
The outcomes of the relevant calculations are summarized in Table 10.3, the
figures being the present discounted values (in thousands of rupees) of the
streams of future costs associated with each option for each of the three
possible outcomes.
Table 10.3: Net benefit figures for various options and outcomes;
the maximum procedure
a1
a2
a3
b1
b2
b3
Row Maximum
Maximin
-13.0
-11.3
-12.8
-12.0
-12.5
-12.8
-12.0
-11.3
-12.8
-13.0
-12.5
-12.8
-12.5
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Investment Decisions
Under Uncertainty
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Since we are confronted here with how the individual ranks outcomes and
probability distribution of outcomes, just as behaviour in conformity with the
ordinary utility model. So we, have five axioms that can help produce a better
understanding of the model.
10.6 SUMMARY
As the number of variables and number of years in planning horizons increases
it becomes very tedious and cumbersome to evaluate risk in investment
decisions. To cope with a problem of this kind it is helpful to resort to
mathematical programming models which aids in determining the optimal solution
without explicitly evaluating each feasible combination. Stochastic Goal
Programming is one on them. Game theory is a technique for dealing with
cases of complete ignorance of the initial probabilities of possible outcomes.
The expected utility approach deals with consumption investment decisions
under conditions of uncertainty.
45
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Investment Decisions
Under Uncertainty
2.
3.
46
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Risk Analysis in Investment
Decisions
APPENDIX
A Goal Programing Model for Capital Budgeting
Weingartner (1963) suggested a linear programming formulation taking up Lorie
and Savage (1955) problem and suggested an optimal solution. Lorie and
Savage problem specifies for consideration nine mutually exclusive projects with
given present values of outlays for period I and II and given prsent values of
investments. The budget constraints for two periods were Rs.50 and Rs.20
respectively. The problem may be specified as follows:
Exhibit - I
Lorie-Savage Problem of Investment Proposals
Investment
Project
Period I
(Rs.)
1
2
3
4
5
6
7
8
9
12
54
6
6
30
6
48
36
18
PV of outlays
Period II
(Rs.)
PV of Investment
3
7
6
2
35
6
4
3
3
(Rs.)
14
17
17
15
40
12
14
10
12
Priority Coefficient
The GP model for capital budgeting decisions with modified priority coefficients
may be specified as follows:
Minimize
z=
Subject to
(A) Present value of investment goal
14x1 + 17x2 + 17x3 + 15x4 + 40x5 + 12x6 + 14x7 +
10x8 + 12x9 + d-1 = 32.4
(10)
(10.1)
47
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Investment Decisions
Under Uncertainty
(10.2)
(10.3)
(10.4)
(10.5)
(10.6)
(10.7)
48
40.0
40.0
84.0
70.0
20.0
50.0
32.4
Goal
Constraints
X 8 =0.0000
X 2 =0.0000
69.89332
56.09064
84.00012
70.00007
20.00000
50.00022
83.99997
Total
X2
X 4 =2.65466
26.12129
26.12129
32.14928
26.12129
12.05598
12.05598
34.51058
23.89194
31.85592
29.20126
5.30932
15.92796
39.81990
2.32803
1.81069
8.79478
8.27744
1.0469
12.41616
3.62138
34.15861
X 9 =0.53334
X 3 =2.00933
Sales Goal I
Employment Goal II
Employment Goal I
X 7 =0.25867
Sales Goal II
X 1 =0.0000
Projects
X 6 =0.0000
Exhibit II
Goal Programming Solution with Modified Priority Coefficients
6.93342
4.26672
11.200014
6.40008
1.60002
9.60012
6.40008
X9
X 5 =0.0000
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Risk Analysis in Investment
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49
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UNIT 11 FINANCING THROUGH CAPITAL
MARKETS (DOMESTIC SOURCES)
Objectives
The objectives of this unit are to:
provide an understanding of money market and capital market,
highlight redeeming features of capital market,
explain different methods of raising funds by corporates through capital
market.
Structure
11.1
11.2
Introduction
11.1.1
Money Market
11.1.2
Capital Market
Equity shares
11.2.2
Rights Issues
11.2.3
Private Placement
11.2.4
11.2.5
Preference Shares
11.2.6
11.2.7
Warrants
11.2.8
Debentures
11.2.9
Bonds
11.3
Summary
11.4
Self-Assessment Questions
11.5
Further Readings
11.1
INTRODUCTION
Economic growth implies a long-term rise in per capita national output. The
basic conditions determining the rate of growth are effort, capital and
knowledge. Among these, capital formation has been recognized as the most
crucial factor in the economic growth of the developing countries. Capital
formation implies the diversion of the productive capacity of the economy to the
making of capital goods which increase future productivity capacity. The
process of capital formation, thus, involves transfer of savings from those who
have them in the hands of those who invest the same for productive purpose.
Saving & investment activities are linked by finance. Finance provides
mechanism through which savings of myriads of savers are pooled together and
are put into the hands of those able and willing to invest. The mechanism
includes a wide variety of institutions which cater, on the other hand, to the
safety, liquidity and profitability notions of the savers; and on the other to the
different types of requirements for working and fixed capital of the investors.
These insittutions are generally grouped into Money Market and Capital Market.
1
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Financing Decisions
11.2
A company can raise funds through capital market by issuing the financial
securities. A financial security is a legal document that represents a claim on
the issuer. The corporates securities are broadly classified into ownership
securities and creditorships securities. There are also securities known as hybrid
securities having the mix of the features of ownership securites as well as
creditorship securities. Further, company can also raise the funds through public
deposits and borrowings from banking sector. Each method of financing has got
its distinctive features in terms of risk, return, control, repayment requirements,
and security. Depending upon the market conditions and financing strategies, the
issuers adopt different methods.
According to the companies Act 1956, a share is a part of unit by which the
share capital of a company is divided. The Act makes a provision for only two
classes of shares capital, Viz., equity share capital and preference share capital,
Equity share capital refers to the share capital, which is not preference share
capital. Equity share capital is also defined as the amount of the value of
property over and above the total liens and charges. In other words, equity
share capital is what ever remains in the way of assets after all the debts and
other charges have been paid or provided for. Thus equity share capital is also
appropriately referred to as residual capital.
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Equity shares represent the owners equity. Its holders are residual owners who
have unrestricted claim on income and assets and who enjoy all the voting
power in the company and thus can control the affairs of the company.
Equity share capital is also known as risk capital as the equity shareholders are
exposed to greater amounts of risk, but at the same time they have greater
opportunities for getting higher returns. The equity shareholders also enjoy
getting higher returns.
Financing Through
Capital Markets
(Domestic Sources)
Another redeeming feature of equity shares is that its holders have pre-emptive
right, right to purchase additional issues of equity shares before the same is
placed in the market for public subscription. As a result, equity shareholders
have the power their proportionate interest in the assets, earnings and control of
the company.
The following are the advantages and disadvantages of raising capital by issuing
equity shares.
Advantages:
1)
2)
3)
Disadvantages:
1)
Among the alternative sources of capital the equity capitals cost is high,
because of various reasons like higher risk, flotation costs, non-deductibility
of dividend for tax purposes, etc;
2)
Investors perceive the equity shares as highly risky due to last claim on
assets, uncertainty of dividend and capital gains. Therefore, the companies
should offer higher return to attract equity capital.
3)
Addition to equity capital may not raise profits immediately, but will dilute
the earnings per shares, adversely affecting the value of the company.
4)
Companies can raise funds by issuing equity shares in five ways, Viz., through
public issue, rights issue, private placement, convertible debentures, and
warrants, while the first three are discussed here. The other two are explained
in the later part.
Public Issue:
To approach the public with a public issue to raise capital, the company should
follow various regulations and guidelines of the Companies Act, and Securities
and exchanges Board of India (SEBI).
The important activities to public issue are:
1)
2)
3)
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Financing Decisions
4)
5)
6)
7)
In this method of raising capital, shares will be issued in bulk to issuing houses
through financial intermediaries, investment companies, or other companies. As
per SEBI norms a company cannot issue shares to more than 99 persons under
private placement. Often these institutions buy the shares through private
placement, with an intention to make profit by selling them to the investors in
the secondary market through clients. The sale can take place in short-term or
long-term. While issuing bankers and brokers normally resell the shares
acquired through private placement in the short-term. This method has the
advantages of negligible floatations costs (if any) and better price for the
shares.
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11.2.4 Non-Voting Shares
The government came out with the proposal of non-voting shares to safeguard
the promoters from hostile takeovers. As per the Government proposal the nonvoting share is similar to ordinary equity shares in all respects except in case of
voting rights and dividend payment. The owners of non voting shares do not
possess voting right, and as a compensation for loosing the voting rights, they
will be paid a few percentage points of higher dividend than that was paid to
ordinary equity holders. If a company fails to pay dividend for more than a
stipulated period, the non-voting shares will automatically stand converted into
ordinary equity shares with voting rights.
Financing Through
Capital Markets
(Domestic Sources)
The CCPs can be issued by any public limited company to raise funds for
new projects, expansion and diversification etc.
2)
The amount of funds raised can be to the extent of the equity shares to
the public for subscription.
3)
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Financing Decisions
4)
The entire amount of CCP would be convertible into equity shares between
three and five years.
This instrument is yet to become popular. Companies did not prefer it because
the dividend on CCPs is not tax deductible as in case of interest on debt. At
the same time dividend of 10 percent is also not attractive to the invester.
However dividends become tax free in the hands of shareholders from the
fiscal 1998-99 and therefore CCPs may become popular.
11.2.7 Warrants
Warrants is similar to call options. It is a right to buy a share of a company
which issues them at a certain price during a specified period of time. When a
warrant is exercised, the number of shares of the company increases, at the
same time resulting in cash flow for the company. Warrants may be issued in
the following circumstances.
i)
ii)
iii)
i)
ii)
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11.2.8 Debentures
Debentures are one of the principal sources of funds to meet long-term
financial needs of companies. Though there is no specific definition of
debenture, according to the Companies Act 1956, the word debenture includes
debenture stock, bonds and any other securities of a company. Thus, a
debenture is widely understood as a document issued by a company as
evidence of debt to the holder, usually arising out of loan and mostly secured
by charge. The major differences between shares and debentures are as
follows;
i)
ii)
iii)
iv)
v)
Financing Through
Capital Markets
(Domestic Sources)
11.2.9 Bonds
A bond is a creditorship security whereby a company obtains money from the
lenders for a promise to pay the stipulated rate of interest at specified intervals
and to repay the principal on maturity, and they get the principal sum on
maturity, which is also mentioned in the agreement. Bond holders have a prior
claim on the receipt of the interest and repayment of the principal over other
creditors of the company.
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Financing Decisions
Bonds are of different types like secured and unsecured bonds, bearer bonds,
perpetual bonds, sinking funds bonds, zero coupon bonds, convertible bonds,
floating rate bonds, etc.
Zero coupon bonds have become very popular in recent years with the
investing public. The zero coupon bondholders are not entitled to any interest
and they get the principal sum on maturity. The zero coupon bonds are usually
sold at a hefty discount and the difference between the face value of the
certificate and the acquisition cost is the gain to the investors. There are
certain advantages to both the investors and issuers. As far as investors are
concerned, they need not bother about reinvestment of interest as there is no
periodical interest payment. Further, the difference between the acquisition cost
and maturity value of the bond is considered as capital gain and therefore, it
attracts lower rate of tax as compared to the tax rates applicable to interest
incomes. For the issuer, since there is no periodical payment of interest, the
company may not have the cash flow problem in the initial years of the
projects whereafter the payment to the bondholders can be synchronized with
cash flow pattern of the project.
Floating Rate Bonds (FRB) have also become popular in recent years. The
first floating rate bond in the Indian capital market was issued by the State
Bank of India adopting a reference rate of one-year bank deposit rate plus
300 basic points (BP). The bank also had the call option after 5 years to
redeem the bonds earlier than the maturity period of 10 years at certain
premium. Later many corporate and development finance institutions came out
with floating rate bonds of different maturity periods. But most of them used
364-days Treasury bill rate as the bench mark plus certain basis Points, which
again varied from issue to issue. For example, ICICI issued floating rate Bonds
adopting 364-days T-bill rate : 180 BP but Anvind Mills launched floating rate
Bonds adopting 364 days T Bill rate : 325 BP. Thus, the floating rate bonds
provide varying rates of return with a minimum assured return to the investors.
The issuers may also have the benefits of making interest payments according
to the current market.
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popular companies at a better rate of interest without many formalities as
involved in the case of shares and debentures. However, the public deposits
being unsecured, the repayment of deposits and regular payment of interest are
subject to a lot of uncertainty. That is, by presenting false information some
companies manage to collect large deposits from the gullible public and fail to
honour commitments on payments, inspite of many regulatory provisions, as
contained in the Companies Act and Companies (Acceptance of Deposits)
Rules, 1975.
Financing Through
Capital Markets
(Domestic Sources)
ii)
iii)
The venture capital organization will actively participate with the top
management of the firm.
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Financing Decisions
iv)
All the projects financed by the venture capitalists will not be successful.
However, some of the ventures yield very high return to more than
compensate for heavy losses on others.
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11.3
SUMMARY
Financing Through
Capital Markets
(Domestic Sources)
Capital market plays a very important role in the mobilization of funds for
Investment. Capital market can be classified as primary market and secondary
market which are complimentary to each other. The capital market has
experienced metamorphic changes over the last few years. The competition in
the market has become so intense necessitating the introduction of several kinds
of securities. The corporates in India mostly raise their funds through capital
market by issuing equity shares, preference shares, debentures, bonds and
secured premium notes. They also raise their funds through public deposits and
borrowings from banks. Technocrats and entrepreneurs with feasible project but
having limited financial resources can approach venture capital organization.
Each method has got its own distinctive features and depending upon the
market conditions and financing strategies the issuers adopt different methods.
11.4
1.
2.
3.
4.
5.
6.
11.5
FURTHER READINGS
11
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UNIT 12 GLOBALISATION OF FINANCIAL
SYSTEMS AND SOURCES OF
FINANCING
Objectives
The objectives of this unit are to :
explain the concept of globalisation,
throw light on globalisation of world Financial systems,
scan the Indian Scenario of globalisation,
study the various global sources of financing.
Structure
12.1
Introduction
12.2
12.3
12.4
12.5
12.6
Indian Scenario
12.7
12.8
Summary
12.9
12.10
Further Readings
12.1
INTRODUCTION
In financial circles in recent years, the word globalisation is often heard, most
commonly with reference to the heightened internationalisation of financial
transactions. This catch word sums up the Phenomenon in which financial
transactions increasingly transcend the geographical and time limitations of local
financial markets, giving rise to a single, uniform global market. While the
Phrase internationalisation refers to cross border transactions among national
markets, globalisation goes beyond national frontier to create a borderless
market in which national borders gradually disappear.
The international financial system is characterised by the following types of
institutions:
a)
Financial markets;
b)
c)
d)
Since the early eighties, there has been a virtual transformation of these
markets. Not only has there been a complete integration of these markets in
any given country or economy, but the ties have been strengthened as to result
in a unified financial system on a world-wide scale. Not surprisingly, we hear
of tendencies towards common transaction methods and common settlement
periods across the globe. A complete integration of the markets world-wide, no
doubt, requires swift communication between countries. The developments in
technology whereby information can be had within a matter of seconds from
1
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Financing
anyDecisions
part of
the globe have made the process of globalisation much easier and
profitable. Financial managers across the world are concerned with identifying
profitable opportunities with associated minimum risk. The financial integration
of markets whereby funds can be easily transferred from one place to another
has certainly influenced the financing and investment decisions financial
managers make on a day-to-day basis.
12.2
Globalisation of
Financial Systems
and Sources of
Financing
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The prominence of the Swiss market to its present status has been largely due
to its deregulated functioning. A significant portion of the Euro-deposits came
to be parked in the Swiss market because of the virtual absence of
Governmental control as well as tax-free income from securities. The
emerging role of Tokyo as an important financial center has also been because
of the easy access it provides to both domestic and overseas investors and
financial intermediaries to a growing variety of instruments issued by or for
Japanese entities. Foreign banks can now engage in trust business (although
on a selected basis) and can join in the government bond underwriting
syndicate. Foreign securities houses can lead-manage Euro-yen bonds and can
be members of the Tokyo Stock Exchange. Amongst the great variety of debt
instruments and financial packages available in Japan are also the multicurrency bonds and the leasing bonds, where-in by providing funds to leasing
companies to purchase high-valued items such as aircraft, cross-border financial
leasing is facilitated.
The need for financial innovation to make large amounts of funds easily
accessible has also been felt because of the growing trend towards privatisation
of nationalised industries and increase in flexibility of operations leading to mass
restructuring and consolidation of business entities. Competitive pressures
have led to a growing awakening towards maximising both economies of scale
and scope. The mass restructuring and consolidation of business entities have
resulted in more frequent breakups and dispositions, leveraged buyouts (LBOs)
and management buyouts of units of companies that do not fit into coherent
strategic alliances, often with significant equity stakes, have also been entered
into as alternatives to full mergers or acquisitions. Resources for financing
merger transactions have also been provided with bridge loans, mezzanine
financing synthetic securities, junk bonds, and other related techniques. While
mezzanine financing refers to the issue of equity-related bonds, e.g., bonds
with warrants, the term synthetic securities refers to a package of securities
such as a Eurobond and a currency swap arrangement that converts an original
security into a security with different currency or other characteristics. Junk
bonds are simply bonds rated below investment grade (BBB) by rating agencies
but are popular because of the extremely high yields they promise. The junk
bond market flourished initially by financing large volumes of LBO transactions.
12.3
The banking sector too, has gone through revolutionary changes. At least three
trends characterise the future of banking the world over:
i)
ii)
iii)
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Financing
Decisions
investors
be
$ Billions
1980
1986
Compound
Annual growth
$ Billions
1980-1986
Annual
growth
from
1986
Letters of Credit
47
170
23.9%
168
-1.6%
Stand-by Commercial
Loan
20
28
5.8
30
9.6%
Commitments
432
572
9.8%
595
5.4%
Foreign-exchange
transactions
177
893
31.0%
1558
110.0%
Interest-rate swaps
186
367
97.3%
602
93.9%
Band Capital
108
183
9.2%
180
-2.2%
The table clearly shows that foreign exchange transactions and interest rate
swaps are now the most important sources of revenues from OBSAs. Profits
in foreign-exchange trading come from two main sources:
i)
trading profits generated by the bank trading for its own accounts; and
ii)
Globalisation of
Financial Systems
and Sources of
Financing
ignoumbasupport.blogspot.in
substantially different interest rates across countries. The objective of these
arbitrage transactions is to maximise the interest-rate spreads, given the banks
risk preferences.
12.4
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Financing Decisions
12.5
The World Banks role as a catalyst in attracting development finance for highpriority programmes in the developing countries through co-financing has
increased significantly in recent years. Co-financing has been a feature in about
37 per cent of Bank/IDA operations and the volume of funds mobilised from
other sources external to borrowing countries has been equivalent to more than
36 per cent of the total volume of banks group lending. Although historically,
the major source of co-financing has been official bilateral and multilateral aid
agencies, projects with private co-financing especially in the industrial and
power sectors are becoming more and more popular.
The Special Drawing Rights (SDRs) mechanism operated by the International
Monetary Fund whereby member countries bail each other out in times of
foreign exchange crisis has provided a fair measure of stability to the
international development agencies such as the export-import banks in various
countries providing loans to domestic borrowers for export, import and
overseas projects, as well as technical service credits in such projects as the
construction of factories, dams, etc., and direct loans to foreign governments,
banks and corporations.
12.6
INDIAN SCENARIO
The Indian capital market had been insulated from changes in the international
economy till 1991. It was due to high insulation of the Indian capital market
that during the Gulf War when global capital markets were declining, the Indian
capital market was actually having a bullish run. However, since 1991 Indian
capital market has globalised so much so that now changes in any major capital
market or economy are reflected in the sensex. The Indian capital market has
now become a major investment avenue for foreign investors. Foreign
Institutional Investors (FIIS) have invested over US $ 6 billion directly, while
Indian companies have raised over US $ 4 billion from the international market
through the global depository receipts route.
The last one and a half decades witnessed dramatic change in the pattern of
financing of corporate sector, with its increasing reliance on capital market. Till
1980, funds raised from the capital market were less than Rs.200 crores and, in
fact, less than Rs.100 crores in several preceding years. Industry had to
depend largely on financial institutions and its own surplus generation for
meeting long-term investment needs and on banks for working capital
requirements. Capital market emerged as a major source of funds to industry
in 1980s. The equity culture which was lacking in its thrust earlier developed
fast during this period.
Within a period of 10 years, the amount of capital raised from the market rose
33 times from Rs.195.9 crores in 1980 to Rs.6473.1 crores in 1989-90. The
buoyancy in the capital market gained further momentum right from the
beginning of 1990s with significant boost in the activities in the new issues
market. The amount raised from the capital market was of the order of
Rs.22,480 crores in 1993-94 (11.4 per cent of the gross domestic savings) and
Rs.25,000 crores in 1994-95, however, in 1996-97 it slowed down.
The number of stock exchanges increased from 9 in the beginning of 1980s to
23 now. Around 8000 companies are currently listed on the stock exchanges
against only 2265 in 1980. The market capitalisation rose sharply from Rs.50
billion to about Rs.4330 billion during this period. The number of shareholders
and investors in mutual funds increased from about 2 million in 1980 to over 40
6
Globalisation of
Financial Systems
and Sources of
Financing
ignoumbasupport.blogspot.in
million now. As a result, India ranks second in terms of investor population in
the world, next only to the U.S.
At the end of 1993, the International Finance Corporation ranked India 22nd in
terms of market capitalisation and 24th in terms of total value traded among 40
countries with developed as well as developing markets. India is second only
to the United States, at the end of 1993, in terms of the number of listed
Domestic Companies with 8000 companies listed on Domestic Stock
Exchanges. India has become today an important market in the emerging
markets of the world, next only to Malaysia, South Africa, Mexico, Taiwan,
Brazil, Korea and Thailand in terms of Market Capitalisation. With the
expected new offerings pouring in at the rate of about 10 per cent of the
market capitalisation, disinvestment of public sector undertakings taking place at
the rate of about 5 per cent of the market capitalisation and prices registering
all appreciation of about 20 per cent, market capitalisation of Indian Stock
Markets can be estimated to rise by one-third every year which would mean
doubling up the market capitalisation every two and a half years. In terms of
average company size (market capitalisation/listed domestic companies), India,
however, did not figure in top 40 markets.
The market has been brought to a focal point by policy reforms initiated by
government since 1991. Pricing of equity is free and the Office of the
Controller of Capital Issues (CCI) is abolished. Capital market has been
opened to foreign institutional investors and Indian companies have been
allowed to raise funds from abroad through Euro Issues. Private sector has
been permitted to set up mutual funds. Today it is possible to raise capital at
lower cost, although there definitely continues to be a time lag between the
going to the Securities and Exchange Board of India (SEBI), taking permission
with regard to fixation of premia and clearance of prospectus and coming to
the market with their issues.
12.7
2.
3.
4.
5.
Medium term
(2 to 10 years)
(c) Syndicated
Loans
(d) Revolving
Underwriting
Facilities
(RUFs)
Long term
(10 Yrs and above)
(e) Eurobonds
(f) Euroequities
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Financing
Decisions
Euro-loans
(Amount Rs)
1992-93
240
1993-94
2,493
1994-95
2,152
1995-96
627
1996-97
1,189
(Apr-Dec)
Total
8,701
Of the total inflows through Euro issues, $5.43 billion (or 81 per cent) have
come in the form of GDRs and the remaining $1.27 billion have been in the
form of ECBS. The issuance of ECBs was discouraged by the government
during 1994-95 and 1995-96, since convertible bonds add to the external debt of
the country till the time of conversion.
Globalisation of
Financial Systems
and Sources of
Financing
ignoumbasupport.blogspot.in
GDR Issues:
Inflow through the issuance of global depositor receipts (GDR) declined
sharply during 1995-96. During this year, Indian companies raised
$0.63 billion as compared to $2.05 raised during 1994-95. During 1994-95,
there were 29 GDR issues. This crowding of issues resulted in a clear
oversupply of Indian paper in international markets, with the result prospective
companies either deferred or shelved their plans of making GDR issues,
fearing the possibility of having to price their issue at a steep discount
over the domestic price.
94-95
95-96
96-97
97-98
98-99
99-00
00-01
01-02
Amount
2082
683
1366
645
270
768
831
477
No. of Issue
Below 50
17
50-100
22
100-150
16
150-200
Above 250
Total
62
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Financing Decisions
Globalisation of
Financial Systems
and Sources of
Financing
Amount
1992-93
1993-94
1994-95
1995-96
1996-97
(Apr-Dec)
Total
0
896
102
0
273
1,271
1993-94 94-95
95-96
96-97
97-98
98-99
99-00
00-01 01-02
Direct
Investment
586
1314
2144
2821
3557
2462
2155
2339 3904
Portfolio
Investment
3567
3824
2748
3312
1828
-61
3026
2760 2021
Direct
Investment
as percentage
of total
investment
14.11
25.57
43.82
45.99
66.05
102.54 41.59
45.87 65.89
Actuals
1991
207.63
141.12
1992
1315.41
242.28
1993
2822.23
568.79
1994
4519.00
946.37
1995 (Jan-April)
1783.58
709.41
1067.85
2607.97
Total
10
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securities traded in the primary and secondary capital markets. Currently about
400 FIIs are registered with SEBI and about 100 are active players. FIIs
investment in Indian capital markets has been hovering around $2 to $3 billion
annually over the years (Table-12.6).
International Financial Institutions:
India has been financing its Public Sector as well as private sector industrial,
social and economic projects from the funds available from international
financial institutions like World Bank, IMF, Asian Development Bank, etc.,
right from the inception of these institutions. India has figured amongst the
top ten borrowing nations of the world. Currently, about over $ 100 billion
worth of funds are being made available by various international financial
institutions.
The new financing instruments possess great potential to fund the requirements
of the Indian industry. Their imaginative use can provide finance in abundance
at a lower cost, making Indian industry competitive and enabling it to globalise
its operations. The current intensity of the Indian financial market reveals that
there is a tremendous scope to deploy new financial instruments connected to
equity, debentures/bonds, add-on products and derivatives. This may require
appropriate changes in certain legislations and the will on the part of the Indian
corporate enterprises to take risks and tune their decision making to the
investors psychology and market preference.
The alternate sources of finance have to be increasingly tapped. This would
necessitate efforts on the part of the industry as well as necessary relaxations
in policy guidelines. In the new economic environment which stresses on
opening and globalising the Indian economy, Indian industry will have to play a
major role to keep the economy on a high growth curve. Finance is a vital
input for accelerating the pace of industrial progress. To ensure the timely
availability of sufficient funds at reasonable cost, it would be important to
strengthen the existing sources of finance and simultaneously initiate measures
to tap alternate sources and new financial instruments.
12.8
SUMMARY
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Financing Decisions
2.
What are euro issues? Discuss some important instruments of euro currency.
3.
4.
What are the major global sources of financing? How far have Indian
Corporates tapped these global sources?
12
Globalisation of
Financial Systems
and Sources of
Financing
ignoumbasupport.blogspot.in
UNIT 13 FINANCING THROUGH FIs
Objectives
The objectives of this unit are to:
trace out the historical setting with respect to the role of FIs in financing
industrial units,
analyse the trends in financing extended by FIs to different sectors,
industries, etc.
discuss the norms on the basis of which finance is extended,
survey the reforms initiated by the government together with the action
taken and the future agenda.
Structure
13.1
Historical Setting
13.2
13.3
13.4
Financing Norms
13.5
13.6
13.7
Summary
13.8
13.9
Further Readings
13.1
HISTORICAL SETTING
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Financing
Decisionsto
exception
13.2
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13 institutions at the national level and 46 at the state level. All these
institutions could sanction and disburse an amount of Rs. 6181747 crore and
Rs. 4354065 crore respectively registering an annual growth rate of over 40
per cent by the end of March 2000 (See Table 13.1). One particular problem
with the financial assistance sanctioned by these FIs is that it lacks consistency.
This would be evident from the growth rates of sanctions and disbursements.
These rates varied from the lowest of 2.6 per cent to the highest of 18.3 per
cent in case of sanctions and between 4.9 and 43.0 per cent in case of
sanctions during 1980-96. The individual record of the FIs during the same
period presents diversity of a still higher magnitude. In case of some of the FIs
there is even negative growth in the finance extended by them to the industrial
units.
Institution-wise Assistance:
Among the FIs, highest amounts were sanctioned by IDBI. It sanctioned an
amount of Rs. 1,73,978 crore and disbursed Rs. 1,17,687 crores by the end of
March 2000. This was followed by the IFCI and UTI (See Table 13.2).
Though IFCI was the first to be set up, it could not excel in sanctions for want
of limited funds available at its disposal, compared to the fund base of IDBI.
While IDBI had Rs. 69849 crores at its disposal by the end of March 2000,
IFCI had only Rs. 22,974 crore at its command. The differences that could be
noticed in the figures (Table 13.2) mainly account for this reason.
Sector-wise Assistance:
To whom assistance should be sanctioned is always a matter of concern. Some
FIs concentrated in financing the public sector projects; while others were
engaged in the task of promoting the private sector. Similarly, the size and
nature of activities also varied depending upon the peculiar conditions under
which FIs were constituted and operated. As a matter of fact, development
banks established in the underdeveloped countries in the initial years were
required to execute government investment projects. Some were even
authorised to formulate plans for economic development.
But the objective of setting up FIs in India was stated to be the financing of
private sector enterprisese. While piloting the bill for the setting up of IFCI, the
then Finance Minister was reported to have observed that the IFCI was not
intended to meet the financial requirements of nationalised industries; but only
to provide finance for the needs of private industry. However, these restrictions
are not followed now and by following the rules and regulations any industrial
enterprise can get sanction from the FIs; although private sector is the major
receipient of their assistance. Of the cumulative sanctions made so far by all
the FIs in India, 84.2 per cent went to private sector, 9.4 per cent to public
sector and 6.4 per cent to joint sector.
Forms of Assistance:
These FIs are mainly set up to finance long-term operations of the industrial
units. This may be in the form of equity, loans and guarantees. To a great
extent, they sanction assistance in the form of loans at specified rates of
interest. Their participation into the equity was once very limited. It is only
after the constitution of IDBI in 1964, FIs started providing direct finance in
the form of subscription to shares and debentures of industrial concerns.
Altogether a new dimension is added after the establishment of UTI in 1964,
since the very objective of this Trust was to channel household sector savings
for investment in risk bearing industrial securities. Above all, underwriting of
new issues of companies has been the continuous activity of FIs since their
inception. The intention of these institutions in extending underwriting support
was not merely to ensure that the financing of the project was fully tied up,
ignoumbasupport.blogspot.in
Financing
butDecisions
also to
indicate that the project was support-worthy and that investors could
take the risk of investing in such securities.
Further, the form in which assistance in sanctioned by the FIs is also dependent
on the specific provisions incorporated in their legislations, besides the financial
standing of the promoter, financing pattern, and the agreements already entered
into by the promoter. For instance, under section 23 of the IFC Act, the
Corporation was authorised to carry on and transact the following kinds of
business:
i)
ii)
iii)
iv)
acting as agent for the central government and/or with its approval, for
the IBRD in respect of loans sanctioned by them to industrial concerns;
and
v)
The powers given under section 23 of the Act were widened in 1960 through
an amendment to the Act to enable the Corporation to guarantee: (i) loans
raised by industrial concerns from scheduled banks or state co-operative banks;
(ii) deferred payments in connection with the purchase of capital goods
manufactured in India; and (iii) with the prior approval of the central
government, loans raised from or credit arrangement made by industrial
concerns with any bank or financial institution outside India in foreign currency.
The Corporation was also empowered to subscribe directly to the stock or
shares of any industrial concern.
In much the the same way, the SFCs were authorised to provide financial
assistance of the following types to small scale and medium sized industries:
i)
ii)
iii)
Table 13.3 provides the details regarding the different forms of assistance
sanctioned by diverse FIs by the end of March 2000. It is evident from the
table that loans forming part of the direct assistance are occupying the prime
place. Their significance seems to be more pronounced in case of SIDCs. As
indicated earlier, underwriting and direct subscription to the securities of
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industrial units is also a preferred activity of the FIs. Nearly, one-fifth of their
money is earmarked for this purpose.
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Financing
Decisions
establish
on
Industry-wise Assistance:
Though there are some restrictions at least in the initial years, regarding the
grant of assistance to different sectors, and in different forms, the FIs are
relatively free to choose the industry of their choice. Perhaps, they are obliged
to look into the priorities indicated in the Five-Year Plans regarding the
encouragement to be given to a particular type of industry. As one can observe
from the operations of the FIs, there is a general preference towards the
funding of projects promoted by new entrepreneurs and technologists, those
located in backward areas, those having foreign exchange earning potential,
those based on indigenous technoloy and those that are designed to fulfill the
increased demand for mass consumption goods like medicines, textiles, sugar
and other food products and those engaged in the creation of necessary
infrastructure for the development of Indian industry.
Table 13.4 provides the relevant statistics pertaining to the allocation of FIs
assistance to different industrial sectors. It is clear from the table that the
industries such as textiles, chemicals, electricity generation and services have
got major share of the assistance from FIs. Each of them have got around 10
per cent of the total assistance. Compared to over fifty categories of industries
considered by them for assistance, the above industries certainly had a better
preference.
Though the nexus between banks and industry is evident from the beginning of
the growth of commercial banking during 19th century in India, banks have
mainly concentrated on the financing of trade and commerce. Though they
have opened their doors for industrial units, their financing is based on the
British tradition with rule that banks provide only the working capital
requirements of the industries. This was also because of the fact that the
Central Banking Enquiry Committee in 1931 and the A.D. Shroff Committee in
1954 advised against the banks entry into the term finance. Further, with the
growth of various merchant banking activities, banks realised the potentiality of
the corporate sector in their exercises for deposit mobilisation. They felt that
they could improve their deposits only with closer contact with the industrial
units. It is for this reason that banks have in recent years started exploring
various possibilities and are participating in the Consortia for meeting the term
needs of the industrial units. More so, banks had the facility now to get
refinancing facility from IDBI and NABARD for the term loans extended by
them. Thus term lending by commercial banks is of a recent phenomenon.
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Initially, it was felt that the commercial banks could not afford to lock up large
funds in long-term assets because it would affect their liquidity and would make
it difficult for them to meet the working capital needs of trade and industry.
However, since 1958, when Refinance Corporation was established by Reserve
Bank of India (RBI), the latter was eager to recommend a change in the
attitude of commercial banks towards term lending because, on the one hand, it
could boost the profits of the lending banks and on the other hand, enable the
borrowing units to enjoy certainty of having funds for a specified period
irrespective of any change in the monetary policy. As a result of this the,
commercial banks started evincing interest in term-lending but on a very
nominal scale. In may 1975, the RBI urged the commercial banks to step up
their term-lending particularly in the following areas:
a)
b)
c)
Industries having short gestation period particularly in the core sector and
especially those producing mass consumption goods.
d)
Agricultural sector.
e)
f)
g)
Establish the need for founding specialised financial institutions for financing
industrial units.
...................................................................................................................
...................................................................................................................
...................................................................................................................
b)
c)
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Financing
d) Decisions
Collect
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Project appraisal
2.
3.
Interest rate
4.
Repayment schedule
5.
Disbursal procedures
6.
Conversion option
7.
Project Appraisal:
While granting financial assistance to industrial units, FIs appraise the projects
of the latter from various feasibility points of view including economic, technical,
financial and marketing. The economic feasibility may include the verification of
the projects suitability in terms of plan priorities, use of resources and import
substitution, export promotion. If satisfied,then the FI may conduct other
feasibility studies and satisfy itself about the worthiness of the project.
Under the technical feasibility, the FI may go into the aspects such as:
i)
ii)
iii)
Scale of operation,
iv)
v)
Collaboration Agreements
vi)
Financial feasibility relates to the aspects like cost of the project, mode of
financing, capital structure, cash flow projections, rates of return and finally the
viability of the project. Though FIs are often termed as Development Banks,
they are more inclined to appraise the projects from the Commercial point of
view rather than development point of view. This is really a paradox. Perhaps
this is for this reason the word Development has outlived its existence now.
Security happens to be the basic tenet of lending. As many of us are aware, till
nationalisation in 1969, commercial banks followed only security-based lending
instead of need-based lending. Same is true in case of FIs also. Security is
considered a necessary adjunct to financial appraisal. This is considered all the
more important due to non-availability of accurate information to probe into the
credit worthiness of the applicant in terms of his character. FIs accept many
things as security including the assets of the business, personal guarantees of
the Directors and promoters. FIs also try to ensure security for their loans by
incorporating certain conditions in the loan agreements; which may be of the
nature of : priority for repayment, restrictions on the payment of dividends,
commission, maintenance of minimum working capital, etc.
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Interest Rates:
What should be the rate of interest charged to industrial units on the finance
extended by FIs is a matter of great concern. For, FIs should not charge too
low a rate to make loans to be a gift, nor they should put it high to drive away
the business units. There is lot of focus on the interest rate policy of FIs.
Apart from making available the needed finance, they should look into equity
and their own cost of funds. No institution can lend at the rates lower than its
own cost of capital. Then, they must add some spread to continue in the
business.
The issue that engages the attention of many as for as interest rate policy of
FIs is concerned is that whether they should charge market rate or a lower
rate; since the FIs may secure funds from Government, Central Bank whose
cost of funds is lower. Sometimes, FIs also receive grants from the
Government having no interest element. When such is the case, whether FIs
should necessarily extend the same benefit to business units in the form of
lower interest rates. This argument is not accepted by many. The reason being
that FIs also undertake various kinds of financial and non-financial services
involving financial commitment. As such, in majority of the cases, the FIs used
to charge a composite rate taking all its expenses into account.
In India, we have an administered interest rate system controlled by the
Reserve Bank. This has little to do with the rates determined by the market
forces. This is done as a matter of policy to maintain monetary stability in the
economy. The RBI used to announce the changes in the interest rates (both for
deposits and loans) from time to time keeping in view of the money supply and
demand for credit. However, some relaxation is provided in this regime now.
This process began in 1990 when the plethora of lending rates for different
slabs of borrowing were rationalised into six. A minimum lending rate
prescription for large borrowers was introduced in 1988. After the recent
changes, there are only two rates of interest prescribed on the lending side and
on the deposit side, there is only the prescription of a maximum rate. As far as
FIs are concerned prime lending rate is decided and FIs can lend at varying
rates subject to this. Consequent upon the recent policy changes (October
1997), there existed two prime lending rates, viz; one for the long-term loans
and the other for the short-term and medium-term lending. As applicable
from October 1997, the prime lending rate of IDBI, IFCI and ICICI is pegged
at 13.5 per cent; whereas SBI could fix it at 12:75 per cent for long term
loans.
Repayment Schedule:
In case of the financing through FIs, repayment is an important matter to be
decided. Usually, the repayment period is decided taking into account the
gestation period, life of the project and cash flow generation. The repayment
period is also sometimes governed by the provisions in the respective
legislations of the FIs. For example, under the provisions, IFCI is permitted to
extend loans having a maximum of repayment period of 25 years. Similarly, the
refinance facility extended by IDBI is subject to a specific maturity period.
However, FIs are using their discretion subject to these limitations and the loans
advanced by FIs are usually repayable in annual or semi-annual installments
spread over a period of 10 to 15 years.
Disbursal Procedures:
As can be seen from the data contained in Table 13.1, there is lot of gap
between sanctions and disbursements. Sometimes, disbursements are just little
over half of the sanctions. As it is said in law that Justice delayed is law
justice denied; we can say that Disbursal delayed is assistance denied. There
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Financing
Decisions
is enormous
Conversion Option:
Convertability option refers to a provision in the loan agreement, whereby the
lender will have an option to convert his loan into equity at his discretion. This
clause came into the picture in the industrial financing on the recommendations
of the A.D. Shroff Committee. The objective of this provision was to check the
use of public money for private gain and to curb concentration of economic
power. The reasoning was that through convention, FIs would be able to
participate in the management and control of industrial concerns and also in the
profits made by them. FIs have started invoking this clause almost from 1970 in
their loan agreements. Not only the stipulation, but the actual exercise of the
option by FIs is also significant.
Because of the above, there was lot of opposition from the industrial units
regarding the convertibility clause. Realising this, the FIs have related this to
the magnitude of assistance. To start with convertibility clause was not
introduced into the agreements if the amount of loan is below Rs. 25 lakh. It
may be introduced at the discretion of the institution, if the assistance is
between Rs. 25 to 50 lakh; and the clause is compulsorily introduced, if the
assistance is more than Rs. 50 lakh. Usually, the institutions are expected to
exercise the option only after two or three years of the implementation of the
project. The government has relaxed these norms in June 1980. Thereafter,
convertibility clause is introduced in the case of loans exceeding Rs.1 crore.
Further, the FIs are forbidden to acquire more than 40 per cent of the total
share capital of a company through loan conversions, excepting in the cases
of persistent default by the company. In which case, the FIs can acquire upto
51 per cent of the total share capital. In addition, conversion option is not
now applicable in case of loans sanctioned for the purpose of modernisation
and rehabilitation.
Post-sanction Monitoring:
In view of the large stakes involved in the assistance sanctioned to different
industrial units, there is a need to monitor the working of the assisted units
closely, not only to ensure safety of the funds invested; but also to ensure
effective utilisation of the funds and timely completion of the projects. In this
regard, FIs have to call for periodical reports about the operations of the
projects in terms of production, sales, cash flows, profitability, cost structure,
etc. Depending on the necessity, FIs may hold discussions, consultations and
conferences with the others interested in the project like bankers, stock
brokers and fellow FIs. It is also important for the company to ensure that
the assisted units recruit qualified and experienced technical and managerial
personnel.
10
In this regard, FIs like IFCI, ICICI and IDBI have adopted a rigorous followup procedure and have made a practice of carrying out regular inspection of
the projects financed by them. As a matter of fact, ICICI is publishing a
report entitled Financial Performance of Companies: ICICI Portfolio almost
from the year 1971-72. This is a sample study of its assisted units (417)
covering about 55 per cent of the paid-up capital of the non-government
public limited companies at work in India by March 1981. Later, the coverage
has been increased to 675 companies with almost the same percentage in
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paid-up capital. In addition, ICICI has also initiated exclusive studies on the
topics like export performance and capacity utilisation. Similar to this exercise,
IDBI has also started compiling and publishing data on the performance of its
assisted units.
Further, there is also the practice of nominating directors to the Boards of the
assisted units. Where the assistence is large or where the project is complex,
there is the practice of appointing nominee directors by the FIs. Nevertheless,
there is lot of criticism on the role and function of these nominee directors. It
should be constructive rather than destructive. Nominee directors are largely
criticised for their inaction and overaction. Instead of using their own discretion,
they are guided by the dictates of the employer. This is naturally denounced. It
is felt that the role of the nominee directors should be an unmixed blessing
rather than suspicious hindrance.
13.5
b)
c)
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Financing
d) Decisions
Write a
...................................................................................................................
...................................................................................................................
...................................................................................................................
e)
f)
g)
Conversion option.
...................................................................................................................
...................................................................................................................
...................................................................................................................
12
1.
2.
3.
4.
5.
6.
DFIs should seek to obtain their resources from the market on competitive
terms and their privileged access to concessional finance through SLR and
other arrangements should gradually be phased out over a period of three
years.
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7.
The operations of the DFIs in respect of loan sanctions should be the sole
responsibility of the institutions themselves based on a professional
appraisal of the technical and economic aspects of the project, and
evaluation of the promoters competence and integrity and the financing
and other aspects of the proposal. There should be no room for behest
lending of any kind.
8.
9.
While the entry of commercial banks into the provision of term finance is
the first of necessary steps, it is also necessary to permit DFIs to enter
the area of working capital finance.
10. In respect of corporate take overs, DFIs should lend support to existing
management who have a record of conducting the affairs of the company
in a manner beneficial to all concerned including the shareholders, unless in
their opinion the prospective new management is likely to promote the
interest of the company better. In doing so, the FIs are expected to
exercise their individual professional judgement, free of any extraneous
pressures.
Action taken by the Government:
Based on the recommendations of the Committee, the Government has taken
the following measures:
1.
IDBI, IFCI, ICICI, IRBI and Exim Bank were advised to achieve a capital
adequacy norm of 4 per cent by March 31, 1994. And those FIs having
dealings with agencies abroad were required to achieve a norm of 8 per
cent by March 31, 1995; while the rest were required to attain 8 per cent
norm by March 31, 1996.
2.
The Board for Financial Supervision (BFS) started supervising the DFIs
w.e.f. April 1995.
3.
4.
5.
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Financing
In Decisions
a lecture
b)
13.7 SUMMARY
Attempt has been made in this unit to highlight the significance of financing
extended to industrial units by Financial institutions. The discussion in this unit
began with tracing out the historical setting leading to the founding of various
FIs in the country. The discussion underlined for financing its industrial
development programmes. This was followed by the assessment of overall
position of sanctions and disbursements by the FIs as also according to sector,
institution, form and industry. It was noted that the FIs in India tailored its
process of industrial finance to the needs of the corporate sector.
14
With the entry of commercial banks into the term finance area, the latter
ceased to be the prerogative of term-lending institutions. The increasing
presence of commercial banks in this area has further radicalised the scene of
industrial finance. Aspects pertaining to the lending norms such as project
appraisal, security, interest rate, repayment schedule, disbursal procedures,
conversion option and post sanction monitoring are also discussed in this unit.
As a matter of fact, FIs are criticised by industrial units mainly because of
these norms and the cumbersome procedures they are following in disbursing
the loan applications. Financing by FIs has also assumed significance in the
total financing position of companies. Nearly one-fifth of the external resource
requirements are being met now by the FIs. However, its importance has
diminished remarkably in recent years. Nevertheless, there is lot ground yet to
be covered by our FIs. In view of increasing competition in the financial sector,
pressure on the availability of concessional finance and progressive deregulation
of interest rates, FIs are required to become more and more competitive,
efficient, profitable and operationally flexible. The implementation of the
recommendations of Narasimham Committee would go a long way in this regard.
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13.8 SELF ASSESSMENT QUESTIONS
1.
Bring out the significance of term lending organisations in the financing of industries.
2.
What are the recent trends in the financing of industrial units? Are they
going in healthy direction?
3.
Briefly highlight the procedures and norms followed by the FIs in extending
credit. Can you suggest any modifications to the existing procedure?
4.
5.
6.
7.
8.
In the present day scenario, should there be restrictions on the form and
type of assistance sanctioned by FIs in the country?
9.
Sanctions
Growth
rate %
Disbursements
Growth
rate %
1964 - 65
118.1
90.5
1970 - 75
1916.7
1296.7
1975 - 80
7102.4
4623.4
1980 - 81
2934.0
1847.9
1981 - 82
3281.0
11.8
2352.0
27.3
1982 - 83
3366.9
2.6
2468.4
4.9
1983 - 84
4195.1
24.6
3138.4
27.1
1984 - 85
5578.7
33.0
3618.0
15.3
1985 - 86
6548.2
17.4
4937.7
36.5
1986 - 87
8138.9
24.3
5708.9
15.6
1987 - 88
9576.0
17.7
7061.3
23.7
1988 - 89
11386.6
18.9
7713.0
9.2
1989 - 90
14429.1
26.7
9640.4
25.0
1990 - 91
19254.7
33.4
12810.1
32.9
1991 - 92
22443.7
16.6
16259.9
26.9
1992 - 93
33282.0
48.3
23258.7
43.0
1993 - 94
41010.8
23.2
26629.3
14.5
1994 - 95
59663.1
45.5
33528.7
25.9
1995 - 96
67618.0
13.3
38442.6
14.7
1999 - 2000
1043407.6
15.5
684804.2
63.5
Cumulative
upto endMarch 2000
6181747.2
4354065.1
15
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Financing Table
Decisions
13.2:
Institution
Cumulative
sanctions
upto March 2000
Cumulative
Disbursements
upto March 2000
1988112.9
430141.9
1914572.6
554084.9
100898.1
4969637.3
1348938.1
390042.0
1141987.3
399505.1
72525.6
1546.6
4710.2
19435.4
25692.2
1474.3
4080.3
11561.6
17116.2
Investment Institutions
LIC
UTI
GIC
Sub-Total
330345.1
623900.1
109361.6
1063606.8
297323.3
476699.2
86695.4
860787.9
State-level Institutions
SFCs
SIDCs
Sub-Total
Grant-Total
323282.1
207940.1
531222.2
6181747.2
265950.7
167998.2
433948.9
4354065.1
Foreignency Loans
Total
Investment
Institutions
5046498
(95.0)
307723.5
(38.9)
616149.2
(12.4)
Guarantees
State-Level
23309.3
(4.4)
506914.1
(10.2)
58746
(18.4)
755883.3
(61.1)
314384.2
(6.3)
14339
(4.5)
3263.1
(0.6)
4969637.3
(100.0)
531222.2
(100.0)
1063506.8
(100.0)
16
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Table 13.4: Industry-wise Cumulative Assistance Sanctioned by
All Financial Institutions by March end 2000
Industry
Rs. in Crore
Textiles
Chemicals
Chemical Products
Fertilizers
Refineries or Oil Exploration
Basic Metals
Electrical & Electronic Equipment
Infrastructure
Services
541631.1
676552.0
196127.6
279291.1
524411.2
299285.7
944851.9
715894.4
5938759.8
Net Borrowings
from 71s
(Rs. Crore)
As % of
External
Services
As % of
Total
Services
1991-92
3594
19.8
14.3
1993-94
3689
18.6
13.8
1994-95
1584
4.8
3.4
1998-99
4115
2.6
1.1
1999-00
4322
2.6
1.1
2000-01
4642
2.7
1.0
Source: RBI Bulletins, January and October, 1997 and September, 2002
11.9
FURTHER READINGS
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UNIT 14 OTHER MODES OF FINANCING
Objectives
The objectives of this unit are to:
provide an understanding of non-traditional sources of long-term financing,
focus on non-traditional sources of short-term financing.
Structure
14.1
Introduction
14.2
14.2.2
Suppliers Credit
14.2.3
Asset Securitization
14.2.4
Venture Capital
14.3
14.4
Summary
14.5
Self-Assessment Questions
14.6
Further Readings
14.1
INTRODUCTION
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Financing Decisions
capital market for equity issue. Equity issue involves considerable amount of
legal and other formalities and also there is no assurance that investors will be
interested in putting their money in the company. Finance managers choose a
particular source of capital after considering the following issues:
a)
Whether the duration for funds required and funds available match?
b)
c)
What is the risk involved in the investments for which funds are
demanded?
d)
e)
14.2
Long-term finance is raised when the need for funds is for more than one
year. Typically, long-term finance is required for acquisition of fixed assets
having a life more than one year or investments, which have long-term impact
on the earnings of the company. For instance, if a firm wants to buy a patent
or brand, which in turn contributes to the sales of the firm for a long-term, it
requires long-term funds for such acquisition. While equity and debt are
conventional source of finance, such source of finance is not available for
many investments. Some time, the investment needs may not be large enough
for the financial managers to approach banks or financial institutions. They
look for alternative source of finance under these circumstances. In the
following sections, we will discuss four such sources of alternative long-term
finance available for the firms. They are (a) Leasing and Hire-purchase (b)
Suppliers Credit (c) Asset Securitization and (d) Venture capital.
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is usually defined as one where the hirer (user) has, at the end of the fixed
term of hire, an option to buy the asset at a token value. In other words,
financial leases with an option to buy the asset at the end of the lease term
can be called a hire-purchase transaction.
Other Modes of
Financing
So the basic question is why firms acquire assets on financial lease and why
someone wants to buy an asset and then lease the same to another firm. There
are several reasons given below:
a) Easy Procedure: Acquiring an asset through a lease transaction is much
simpler than borrowing money from a bank or financial institution for
acquiring the same asset. Leasing companies have developed fairly simple
procedure to process lease application. The level of legal documentation is
also fairly simple. In other words, you can acquire the asset in a very short
period of time through lease transaction. Suppose, a firm wants to buy 10
lorries, it can be done with in two or three days through lease transaction.
Acquisition of computers and other such electronics items like Air-conditioning
can be done within a day. Since the ownership of the asset rests with the
lessor, the leasing companies are willing to take additional risk while
processing the lease application. If the assets leased are special type assets,
whose re-sale value is low, leasing companies will take longer time to process
such lease application since the risk involved in funding such assets is fairly
high. Typically, in borrowing the end use of the funds will not differentiate the
loan application processing. Hence, firms use lease for acquiring certain type
of assets.
b) Size of Loan: Many banks and financial institutions fix certain minimum
loan amount. If the need of firm is much lower, it doesnt make sense to
borrow more and keep the cash idle. Leasing company funds assets of any
value. If the requirement of funds is large, a consortium of leasing companies
funds such acquisition.
c) Cost: It is difficult to say whether lease cost will be lower than borrowing
cost but it is possible in certain cases due to tax impact. When a firm borrows
money and then acquires the assets, it pays interest and also claims
depreciation. Both interest and depreciation can be claimed as deduction under
income tax. The net outflow will be thus much lower. On the other hand, when
a firm acquires an asset on lease, it pays lease rent, which qualifies for income
tax deduction but there is no depreciation benefit. However, depreciation benefit
is claimed by the lessor and in all probability, the lessor will pass on the impact
of the tax shield to the lessee by fixing lower lease rent. In other words, it is
possible to fix a lease rental such that it is equal to borrowing to both lessor
(borrower) and lessee (lender). The following example explains the issue
further.
Illustration: Suppose a firm requires an asset worth of Rs. 1,00,000 and it can
raise the funds at 10% for five years from a bank. The bank requires the firm
to repay the loan with interest in 60 equated monthly installment (EMI) at the
rate of Rs. 2124.70. Present value of annuity of Rs. 2174.20 at an interest
rate of 0.83% per month for 60 months is equal to Rs. 1,00,000. It means
by paying Rs. 2174.20 every month for the next 60 months, you can wind up
Rs. 1 lakh loan you have taken today with an interest rate of 10%.
Since each installment consists of interest as well as principal, the interest
and principal paid over the five years are to be separated. While interest is
eligible for tax deduction, the amount paid towards principal will not qualify
for income tax deduction.
3
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Financing Decisions
Interest
Principal
Total
9269.644
16226.76
25496.40
7570.491
17925.91
25496.40
5693.414
19802.99
25496.40
3619.782
21876.62
25496.40
1329.015
24167.39
25496.40
Total
27482.35
99999.65
127482.00
If the life of the asset is also 5 years and the asset qualifies a depreciation
rate of 25%, the depreciation schedule is as follows:
Year
100000
20000
80000
80000
16000
64000
64000
12800
51200
51200
10240
40960
40960
8192
32768
Let us assume that the asset is sold at the end of 5 years at Rs. 32768. If
the firm pays income tax at the rate of 35%, the after tax cost of the asset is
as follows:
Year
Interest
Depreciation
Total
Tax Shield
@ 35%
Cost net of
Tax Shield
9269.644
20000
29269.64
10244.38
19025.27
7570.491
16000
23570.49
8249.672
15320.82
5693.414
12800
18493.41
6472.695
12020.72
3619.782
10240
13859.78
4850.924
9008.859
1329.015
8192
9521.01
3332.355
6188.66
The present value of cost net of tax shield at a discount rate of 10% is equal
to Rs. 48985. Suppose a leasing company is willing to provide the asset on
lease at a lease rental of Rs. 7561 per month for five years and at the end is
willing to transfer the asset to you at a nominal cost of Re. 1, the present
value of lease rent net of tax is as follows:
Year
Lease Rent
Tax Shield
Lease Rent
Net of Tax
Present value of
Lease Rent
90732
31756.2
58975.8
33486.91
90732
31756.2
58975.8
10669.96
90732
31756.2
58975.8
3399.77
90732
31756.2
58975.8
1083.27
90732
31756.2
58975.8
345.16
Total
453660
158781.0
294879.0
48985.09
In other words, both lease and borrowing leads to same effect. However, the
actual lease rent may be higher or lower depending on the cost of funds to the
lessor and tax shield the lessor get on leasing the asset. Further, if the lessee
firm is not tax paying entity, then there is no actual tax benefit from
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depreciation and in that process, the cost of owning the asset will go up. Thus,
in a situation where the tax rates of lessor and lessee are different and the
cost of funds to lessor and lessee are different, then lease may be cost
effective. Since lease transactions also attract some additional taxes like sales
tax, one has to consider such additional costs in evaluating lease vs. borrow
decision. Students desiring to know more on this may refer some specialized
book on Lease Finance (Vinod Kothari, Lease Financing and Hire Purchase,
Wadhwa and Company, Nagpur).
Other Modes of
Financing
1998-99
1999-00
2000-01
2001-02
2002-03
593.52
778.72
798.31
1433.00
1950.99
5428.86
4819.34
5428.57
6940.09
7300.52
Activity 1
Leasing is nothing but borrowing and acquiring the asset - Do you agree with
this statement?
...........................................................................................................................
...........................................................................................................................
...........................................................................................................................
...........................................................................................................................
Activity 2
Collect the details of lease/hire-purchase instalment per Rs. 1 lakh from a
local leasing company. Evaluate whether it is cheaper than borrowing Rs. 1
lakh at an interest rate of 10% and buying the asset. Summarise your findings
below:
...........................................................................................................................
...........................................................................................................................
...........................................................................................................................
...........................................................................................................................
5
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Financing Decisions
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company will lend money to quality loan proposals. The lender has no control
on the business of borrower. On the other hand, in buying the existing loan, the
pension company can ask a credit rating agency to assess the quality of loans.
In this process, the risk is reduced considerably. In addition, lending will block
the funds of pension funds for a long-term whereas an investment in securitized
asset brings liquidity for the funds invested. So it is a rare case of win-win
situation for both the housing finance company and pension fund investors. Like
pension fund, there are many investors who are looking for such investments,
which essentially creates liquidity for these kinds of securities. Though this
concept is yet to become popular in India, already several securitization deals
have taken place.
Other Modes of
Financing
Designated Customers
(obligors)
Future
receivables
Product
payment
Trust (collection
account/fiscal agent)
Excess
collections
Future
product
Special Purpose
Vehicle
Principal and
interest
Investor
Securitized
Notes
Proceeds
Right to
collect future
receivables
Offshore
Borrower in developing
country (originator)
Source: Suhas Ketkar and Dilip Ratha, Securitization of Future Flow Receivables: A
Useful Tool for Developing Countries, Finance & Development, March 2001
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Financing Decisions
Activity 3
Briefly discuss any one Securitization deal completed in India. You can get the
details from business magazines and economic dailies which periodically report
such details.
...........................................................................................................................
...........................................................................................................................
...........................................................................................................................
...........................................................................................................................
Activity 4
Why securitization is not popular in India? Find the details from some of your
friends working for financial services company or bank.
...........................................................................................................................
...........................................................................................................................
...........................................................................................................................
...........................................................................................................................
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A venture capitalist will look for a project that has potential for great returns.
The project should be feasible and though it may be risky, there must be a
definite chance that it can be successful. The venture capitalist would like to
maximize the upside potential in any project, and would like to exit from a
project at a time when he can get a maximum return on his investment in the
project. The venture capitalist will look at different aspects of the projects.
Some of these aspects are the integrity and ability of the promoters and key
management, the details of the project, the market potential and strategy for
sale. A professional venture capitalist would validate all the data included in
business plans. A venture capitalist is most concerned about the ability of the
entrepreneurs to adapt to different circumstances, good and bad. The promoters
must be committed and have a passion for their project. They must believe that
they can do something different or differently. They must believe that they can
succeed. The venture capitalist backs the promoter first and then the project. In
fact sometimes, the project may be excellent, but if the venture capitalist feels
that the promoters lack the required skills, the project may get rejected. This is
not very surprising as venture investment is akin to a partnership, particularly in
the initial stages of the project. If the partners in the project are not in
agreement or have different ways of functioning, the entire project can be in
jeopardy, despite having phenomenal potential.
Other Modes of
Financing
A venture capitalist will also scan the project in great depth. The project must
have the potential to be commercially viable. Ultimately the investor wants a
financial return, so it is important that the investment makes commercial
sense. It must have the potential for commercial success. The project must
be feasible, it must be marketable, ie it must meet an existing requirement or
fill a gap in the market or it must have the potential to create a market.
Further, the venture capitalist would like to have higher than normal returns
as compared to other financial investors in a project. This is not surprising,
since the venture capitalist does not expect all investments to do well, he
would like the few that do well to give above average returns. Professional
venture capitalists mentor projects they invest in. They are closely involved in
the operations of the investee. This does not stop at appointing a member to
the Board of Directors of the company and attending Board meetings
regularly. The venture capitalist often visits the project frequently. Some
venture capitalists visit the projects every week, even spending half-a-day in
each visit. This is one of the reasons why most venture capitalists do not
invest in many projects at a time.
A venture capitalist does not take any collateral or guarantee (there have been
cases of risk financiers who have asked for personal guarantees of the
promoters, but that is not typical of venture capital financing). If the project
does well, the venture capitalist would get good returns, if it fails, the entire
investment would be written off. A venture capitalist looks for very great
returns in say five years time. In many cases cash inflows in initial years are
ploughed back into the business.
Activity 5
Collect the details of any one projects funded by venture capital company,
which run successfully today?
...........................................................................................................................
...........................................................................................................................
...........................................................................................................................
...........................................................................................................................
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Financing Decisions
Activity 6
Do you have any idea that fits venture capital funding? If yes, briefly discuss
the idea here. Later on you can prepare a detailed business plan.
...........................................................................................................................
...........................................................................................................................
...........................................................................................................................
...........................................................................................................................
14.3
As in the case of long-term finance, firms can raise short-term finance from
banks and other investors. However, in recent time, new methods of financing
are also be used to raise funds for working capital. We will review briefly
some of these new methods in this section.
a) Commercial Paper:
Companies with good credit rating can raise money directly from the market
for working capital purpose by issuing commercial papers. Commercial papers
are unsecured notes but negotiable and hence liquid. Why firms issue
commercial paper and other invest in commercial paper? As discussed earlier,
loan typically binds both lender and borrower for a period. The option for exit
is difficult to exercise whereas instruments like commercial papers enable both
lenders and borrowers to move out of the relationship in a short period of time.
Since lender and borrower meet directly, the cost of commercial paper
borrowing will be lesser than working capital loan. Many banks and cash rich
companies participate in commercial papers, which are issued by high-quality
companies. Since they are liquid, even banks are willing to invest money in
commercial papers.
b) Factoring Service:
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be bad and unrealisable. However, the risk of bad debt is not transferred to the
factor. Canbank Factor and SBI Factor, the two factoring companies, have
done an annual turnover of nearly Rs. 2000 cr. and they are growing at an
attractive rate. Many foreign and private banks have also started providing the
factoring services.
Other Modes of
Financing
Activity 7
Visit the branch office of Canbank Factor or SBI Factor in your city or their
web site. Collect the details of factoring service schemes they provide for
different types of companies.
...........................................................................................................................
...........................................................................................................................
...........................................................................................................................
...........................................................................................................................
...........................................................................................................................
...........................................................................................................................
14.4 SUMMARY
Apart from traditional sources of finance like debt and equity from institutions
and others, finance managers today look into several non-traditional sources of
finance. The reasons for raising finance from such non-traditional sources are
cost advantage and flexibility. In this unit, we discussed three such sources of
long-term finance namely leasing/hire-purchase, asset securitization, and venture
capital. Leasing definitely scores over others in terms of flexibility and in
special cases, it may also be cheaper. Asset Securitization is suitable when a
firm wants to raise funds against future receivables or against some existing
illiquid assets. Venture capital is most suitable for high risk venture where
venture capitalist is willing to put equity capital and assumes risk provided the
project has a scope for high return. Commercial paper and factoring are two
prominent sources through which firms can raise short-term funds in addition to
traditional source of short-term finance like bank loan. While traditional source
of finance contribute significant part of capital, these additional sources of
finance are often used to leverage cost advantage and in some cases to gain
flexibility. Finance managers have to bring innovative financial products that
satisfy different segments of investors. The job is as challenging as selling
products to consumers.
2.
3.
Is lease finance cheaper than other sources of finance? If so, under what
conditions will it be cheaper than other sources of finance?
4.
5.
Suppose you are working for a venture capital company. What are the
things you will look into a proposal that comes to you for venture capital
funding?
6.
Is it possible to get funds from venture capitalist for all kinds of projects?
Explain.
7.
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Financing Decisions
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UNIT 15 MANAGEMENT OF EARNINGS
Objectives
Objectives of this Unit are to:
discuss the dividend theories, their assumptions and criticism.
throw light on practical issues of dividend policy.
Structure
15.1
Introduction
15.2
Dividend Theories
15.3
Walters Model
15.4
Gordons Model
15.5
Modigliani-Miller Hypothesis
15.6
15.7
Types of Dividends
15.8
15.9
Dividend Stability
15.10
15.11
Summary
15.12
15.13
Further Readings
15.1
INTRODUCTION
Success of an enterprise rests not only on optimal utilization of funds but also
on efficient management of income produced by business operations.
Distribution of fair amount of dividend to shareholders, provision for sufficient
reserves to finance future expansion programmes of the enterprise and to
absorb the shock of business vicissitudes and provision of sufficient resources
for retiring old bonds and redeeming other debts call for effective management
of income. Efficacious management of income strengthens the financial position
of the enterprise and enables the firm to withstand seasonal fluctuation and
business oscillations, helps in enlisting the support of the shareholders in future
and finally facilitates in procuring resources from different avenues of capital
market.
As such dividend policy is the most important single area of decision making by
the management for a finance manager. Action taking in this area affects
growth rate of a firm and so also its value, nevertheless opinions of the
financial wizards, as evidenced from their theories, are not unanimous in this
regard.
15.2
DIVIDEND THEORIES
b)
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Strategic Financing Decisions
15.3
WALTERS MODEL
The above equation gives the sum of the present value of future stream of
dividends (D/K), and capital gains resulted by reinvestment of retained earnings
(EPS-D) at the firms internal rate of return (r). The discount value is equal
to the firms cost of capital (K) The effect of dividend policy on the firms
share value is explained in the following illustration 1 using Walters model.
The basic data and computations are given in table 15.1 based on Walters
formula:
Table 15.1: Dividend Policy and the Value of Share
BASIC DATA
Growth Firm
(r > k)
Normal Firm
(r = k)
Declining Firm
(r < k)
R = 16%
R = 10%
R = 8%
K = 10%
K = 10%
K = 10%
EPS = Rs. 10
EPS = Rs. 10
EPS = Rs. 10
D = Rs. 0
D = Rs. 0
0 + (10/.10) (10.0)
.10
0 + (.08/.10) (10.0)
.10
= Rs. 100
= Rs. 80
0 + (.16/.10) (10.0)
.10
= Rs. 160
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Management of Earnings
3 + (.16/.10) (10 - 3)
.10
= Rs. 142
D = Rs. 3
D = Rs. 3
3 + (10/.10) (10 - 3)
.10
3 + (.08/.10) (10 - 3)
.10
= Rs. 100
= Rs. 86
D = Rs. 5
D = Rs. 5
5 + (10/.10) (10 - 5)
.10
5 + (.08/.10) (10 - 5)
.10
= Rs. 100
= Rs. 90
D = Rs. 8
D = Rs. 8
8 + (10/.10) (10 - 8)
.10
8 + (.08/.10) (10 - 8)
.10
= Rs. 100
= Rs. 96
D = Rs. 10
D = Rs. 10
= Rs. 100
= Rs. 100
P =
= Rs. 130
8 + (.16/.10) (10 - 8)
.10
= Rs. 112
= Rs. 100
Thus, Walters model brings out that dividend policy does help maximize
shareholders value, if used properly depending on its internal rate of return,
and cost of capital. So the dividend policy differs depending on whether the
firm falls into the category of growth firm, normal firm, or declining firm. The
optimum dividend policy for these firms is as follows.
Growth Firms: Growth firms have very good investment opportunities with
returns greater than their respective cost of capital. It can be observed from
the table 15.1 that firms value will be maximized when then firms reinvest 100
percent of earnings, choosing a zero dividend policy 1, to maximize the share
value.
Normal Firms: Over a period of time firms may not find unlimited investment
opportunities with returns higher than their cost of capital. They may have
investments with returns equal to cost of capital. As a result, it can be note
from Table 15.1 that the share value remains constant, despite varying pay out
ratios. These firms can be indifferent to any dividend payout ratio, as there is
no optimum policy.
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Strategic Financing Decisions
Declining Firms: These firms may not have investment alternatives giving
returns atleast equal to the cost of capital. Such firms can at best declare 100
dividend payout to enhance shareholders value, because they can reinvest them
at a higher rate than the return available to the firm. The data in Table 15.1
too supports this proposition.
Criticism of Walters Model: Though Walters model has been successful in
highlighting the role of firms return and cost of capital in determining the
dividend policy, the model has been critisised for its following un-realistic
assumptions.
No External Financing: Walters model is mixing both dividend policy and
investment policy by assuming that investment opportunities will be financed only
with retained earnings, without resorting to either debt or new equity. With these
restrictions the firms dividend policy, and investment policy will be sub optimal.
Constant Rate of Return: Walters Model assumes a constant rate of return,
which is real life may not hold good. Because, firms choose from among the
most profitable to less profitable projects, as long as their respective rate of
return is more than or equal to the firms cost of capital.
Constant Opportunity Cost of Capital: Another assumption of Walters
model, which may not hold good is constant opportunity cost of capital.
However the firms cost of capital changes with its risk, the Macro Economic
Changes in the economy. Further, the present value of the firms income
changes inversely with its cost of capital. By assuming the discount rate as
constant, Walters modal ignores the effect of risk on the firms value.
15.4
GORDONS MODEL
Myron Gordon developed a popular Model relating dividend policy and the
firms value, based on the following assumptions:
The firm has only equity capital, and no debt.
Only retained earnings will be used for financing expansion. This
assumption mixes dividend and investment policy, similar to Walters model.
Firms internal rate of return is constant, which is not correct in practice.
Firms discount rate is constant. Even this assumption is also incorrect, as
is the case with Walters model.
The firm and its stream of earnings are perpetual.
The corporate taxes are nil.
The retention ratio, once decided, remains constant, leading to a constant
growth rate of earnings.
The discount rate is higher than growth rate.
According to the Gordons model, the market value of a firms share will
be equal to the present value of future stream of dividends payable for that
share. Accordingly, the value of share can be obtained by the following
equation:
Po
D1
K -g
Po =
EPS (I b)
K - br
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The second equation highlights the relationship of earnings, dividends policy,
internal rate of return, and the firm cost of equity (which is also cost of capital
in the absence of debt) in deciding the value of the share.
Management of Earnings
The influence of dividend policy on the value of share and therefore on the
firms value can be understood by observing the following illustration, in which
the implication of dividend policy for growth, normal, and declining firms, is
explained. The results in the illustration can be explained as: (a) If the firms
internal rate of returnis less than its discount rate, retaining earnings is not
useful for the shareholders value maximization. Because, by retaining earnings
in the firm to invest at a lower rate of return, the shareholders are denied the
opportunity to invest at higher or at least at rates equal to the discount rate. In
such situation, the 100 percent pay out will maximize the share holders wealth.
The promoters can even think of partial or full dis-investment, if the firms
discount rate is less then to the prevailing rate of return in the market, to boost
the shareholders wealth. It can be seen that for normal firms whose discount
rate is equal to their internal rates of return, the dividend policy is of no
significance, as each firms value remains the same irrespective of any pay out
ratio adopted. The growth firms do well by retaining maximum portion of their
earnings to increase the shareholders value, because the opportunities available
to the shareholders are less attractive when compared to those available to the
growth firms.
The conclusions drawn by Gordons Model are akin to those of Walters Model,
essentially due to the similar asumptions made by both of then. However,
Gordon adds that uncertainty increases with futurity. When dividend policy is
considered in this context, the discount rate cannot be assumed to be constant.
Due to uncertainty, the investors may be willing to pay higher price for the
share that pays higher early dividends, other things remaining constant.
Therefore, Gordon concludes that dividend policy does effect the firms value.
Then even those firms having the rate of return equal to their respective
discount rates cannot be indifferent to the divident policy. The investors prefer
dividend to capital gains because dividends are easier to predict, less risky, and
do not involve timing decisions.
Illustration: In the following 15.2 the implications of dividend policy are shown
under Gordons Model for Growth, normal, and declining firms.
Table 15.2: Dividend Policy and the Value of Share
Growth Firm
(r > k)
Normal Firm
(r = k)
Deaclining Firm
(r < k)
r = .16
r = .12
r = .09
k = .12
k = .12
k = .12
EPS = Rs.12
EPS = Rs.12
EPS = Rs.12
12 (1 .7)
.12 .112
= Rs. 450
G=br=(.7)(.12)=.084
Po =
12 (1 .7)
.12 .084
= Rs. 100
G=br=(.7)(.09)=.063
Po =
12 (1 .7)
.12 .063
= Rs. 63
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Strategic Financing Decisions
G=br=(.4)(.12)=.012
12 (1 .4)
.12 .046
Po =
= Rs. 129
12 (1 .4)
.12 .048
= Rs. 100
G=br=(.4)(.12)=.036
Po =
12 (1 .4)
.12 .036
= Rs. 86
G=br=(.1)(.12)=.012
12 (1 .1)
.12 .016
Po =
= Rs. 104
15.5
12 (1 .1)
.12 .012
G=br=(.1)(.09)=.009
Po =
12 (1 .1)
.12 .009
= 10.8 = Rs. 97
D1 + (P1 Po)
Po
D1 + P1
1+ R
D1 + P1
1+ K
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The value of the firm can be obtained by multiplying both sides of the above
equation with number of shares outstanding:
V = Npo =
Management of Earnings
n (D1 + P1)
(1 + k)
n D1 + (n + m) P1 (I1- X1 + nD1)
1+ k
=
Where:
N =
M =
I1 =
X1 =
n D1 + (n + m) P1 mP1
1+ k
(n + m) (P1 I1 + X2)
1+ k
D1 + P1
1+ k
P1 = Po (1+K) D1
The value of Vikas share when dividend is not paid.
= P1 = 50 (1+.12) 0 = Rs.56
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Strategic Financing Decisions
5,60,000
= Rs. 5,00,00,000
1.12
5,60,00,000
1.12
= Rs. 5,00,00,000
MM further state that the firm need not have only equity capital to hold
their model true. They conclude that their hypothesis of dividend
irrelevance holds good even if the firm raises debt capital instead of equity
capital. For this, they put forth their indifference hypothesis with reference
to leverage.
The above conclusions are based on several restrictive assumptions of
M.M. model. The divided policy may effect the value of a share if those
assumptions are relaxed and the market imperfections are considered, as
discussed below:
Tax Differential: MM made a simplistic assumption of no taxes or same rate
on both dividends and capital gains but the reality is far from the assumption.
In most of the countries both of them are taxed albeit at different rates.
Normally dividends are clubbed with ordinary income for tax purpose which is
taxed at a higher rate when compared to the capital gains. However, in India
the dividend income is tax free in the hands of investors from the financial
year 1998-1999. The companies pay a special tax of 10 percent of the profits
distributed which is similar to tax deduction at source. The current long-term
capital gains tax rate is 20 percent. From the tax point of view the
shareholders prefer the dividends. Therefore investors may prefer shares with
high dividend pay out, to maximize their wealth.
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Floatation Costs: MM assume that the cost of retained earnings and
external financing are same. But in reality, the process of raising fresh capital
from the capital market involves significant expenses in terms of floatation costs
which may be in the range of 6 to 10 percent of capital raised. Thus, the
higher cost of external financing, makes the retention of earnings a favourable
option. However, companies tend to maintain dividend payments, despite
changing earnings, as a policy, unless the earnings change by a significant
proportion.
Management of Earnings
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Strategic Financing Decisions
15.6
15.7
TYPES OF DIVIDENDS
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15.8
Management of Earnings
A firm choosing a dividend policy will have to decide about the portion of
earning to be distributed as dividends, and the portion to be retained either for
liquidity needs or for investments. Various factors should be considered while
finalizing the dividend policy. They are firms expected rate of return on new
investment opportunities, tax rates on dividends, and capital gains legal
considerations, liquidity and debt servicing, control of management, shareholders
expectations, access to the capital market, and the implications of following a
particular dividend policy.
New Investments: If new investments are not available to the firm with
attractive rates of return and it is not willing to retire the debt, firm may use
the earnings to distribute as dividends. In a growing economy, if the firm finds
good investment opportunities, it may use major portion or all earnings to
finance the new projects. This can be found in case of new and fast growing
companies with profitable ventures. They may do so after considering the
relative costs and benefits of internal and external financing. At times, firms
may retain earnings in liquid assets, even if profitable investments are not
available currently, with the hope of investing in future. In real life, companies
neither follow 100 percent retention nor 100 percent distribution of their
earnings, whether projects with good returns are available or not.
Expectations of Shareholders: No doubt dividend decision is the prerogative
of the company directors. However, they only represent the shareholders, who
are the owners of the company, and they appoint the directors. Thus due
importance will be given to the share holders expectations with regard to
dividends. Shareholders preference for dividend or capital gains hinges on their
economic status and tax rates applicable to dividends and capital gains. Share
holders having sources of other regular income may not attach much weightage
to regular dividend, compared to those who depdn on dividens as regular
income. Similarly, institutional investors who buy large blocks of stocks prefer
regular dividen to meet their own dividend obligations.
In case of closely-held companies, it is easy to ascertain the expectations of
the shareholders to adopt a dividend policy of their choice. But, in case of
companies with large number of shareholders distributed across the country, it is
hardly possible to gather their views on expected dividend policy. Under the
circumstances, the directors may tend to meet the expectations of the
dominant groups of the shareholders. The minority groups may switch over
to other companies which meet their expectations. So, at times companies
should formulate its dividend policies keeping the target groups of shareholders
in mind.
Taxes: As explained in the dividend theories, the capital gains and dividend
income are not treated as same for tax purpose in most countries. In many
countries capital gains are treated favourable with a lower tax rate when
compared to dividends. However the situation is reverse in India, since
dividends are tax-free to the shareholders from 1998-99. Instead of the
shareholders, the companies pay 10 percent tax on the distributed earnings,
which is similar to uniform tax rate irrespective of the individual shareholders
tax slab. The current long-term capital gains tax rate is 20 percent. Therefore,
investors may prefer shares with high dividend pay-out. Institutional investors
are exempt from both capital gains tax, and tax on dividends.
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Strategic Financing Decisions
15.9
DIVIDEND STABILITY
Companies normally dislike to change their dividend policies too often. Even the
share holders value stable dividends higher than fluctuating one. There are
three forms of stable dividends. They are:
Stable dividend per share or rate
Stable dividend pay-out ratio, and
Stable dividend per share plus extra dividend.
Stable Dividend per Share: Most companies prefer to pay a fixed amount
per share as dividend per share, regardless of fluctuations in the earnings. The
dividends follow a very slow but steady up ward or downward trend over a
period of time. Relationship between earnings per share and dividend per share
is noticable in figure 15.1.
EPS
Rs.
DPS
Year
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It is easy to follow this policy when the earnings are stable. If they change
wildly, companies find it difficult to maintain stable dividends. To smoothen the
dividend payments companies dig into their reserves to pay the constant
dividend in years of low earnings. Research indicates that companies paying
stable dividends will be preferred by the investors.
Management of Earnings
Stable Pay Out: Some companies may follow the policy of paying a fixed
portion of earnings as dividends. Then the dividends entirely depend on the
current year earnings, and therefore dividend per share varies accordingly. In
this policy internal financing is automatic and it removes the trouble of over or
under payment of dividends. As a result the share values may change wildly.
Companies seldom follow this policy.
Stable Dividend per Share plus extra Dividend: In this method the
company pays a stable regular dividend, and also pays an extra dividend in
years of high profits. Very few companies follow this method as policy.
Residual Dividend Policy: Comapnies can finance their investments through
funds from debt market, retained earnings, and equity capital. Once the
company finalizes the investment and the target debt equity ratio, it will secure
the debt funds accordingly. The equity component will comprise of retained
earnings and new equity shares. In that components the management will
decide on how much to meet from retained earnings and capital market by
selling new shares. The earnings left over in the process with be distributed as
dividends.
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Strategic Financing Decisions
15.11 SUMMARY
The annual earnings of firm can be paid as dividend or retained for investments
increase the firms value. The Walters model suggests to take the dividend
decision based on firms rate of return and its discount factor, with several
restrictive assumptions. Gordon expresses similar moves, but indicates that risk
increases with futurity, therefore giving more importance to dividends. MM
hypothesis indicates the irrelevance of dividend policy to enhance the firms
value.
In practice, firms have been found pursuing are stable dividend policy and they
consider several factors before deciding on dividend payout rate.
14
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15.13 FURTHER READINGS
Management of Earnings
Van Hore, James W. Financial Management and Policy, Printice Hall Inc,
New Jersey. Schall, L.D., and Halley C.W., Financial Management. Mc Graw
Hill Inc. New York.
Pandey I. M Financial Management. 7 ed, Vikas, New Delhi
Brealy R.A., and Stewart C. Myers. Principles of Corporate Finance, 4 ed,
Tata Mc Graw Hill Ltd., New Delhi.
R M Srivastava, Financial Management and Policy, Himalaya Publishing
House, Mumbai, 2003.
15
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UNIT 16 FINANCIAL ENGINEERING
Objectives
The objectives of this unit are to:
provide an overview of financial engineering and the process involved
therein
focus on newly emerging fixed income products
focus on newly emerging equity products
explain derivative products developed by financial engineering
Structure
16.1
Introduction
16.2
16.3
16.4
16.5
16.6
16.7
Summary
16.8
Self-Assessment Questions
16.9
Further Readings
16.1
INTRODUCTION
In general, engineering is the process through which some value is added to the
raw material or semi-finished product so as to make it useful to the users or
consumers. Applying this general meaning of engineering, we can say financial
engineering is the process through which finance managers or intermediary
institutions in financial markets add value to existing plain vanilla products that
satisfy the users need. John Finnerty (1988) offers a comprehensive and lucid
definition of financial engineering as follows: "Financial engineering involves the
design, the development, and the implementation of innovative financial
instruments and processes, and the formulation of creative solutions to problems
in finance". The users of financially engineered products include investors
including institutional investors like pension funds, banks and financial institutions,
corporates, suppliers, consumers, employees and government.
We provide you a quick and intuitive understanding of financial engineering
concept. The meaning and characteristics of debt and equity instruments are
well known. If you place these two instruments along risk-reward line, they
can be placed at two extreme points. Debt carries low risk and hence low
return. Equity carries high risk and hence high expected return. These two are
plain vanilla products. Many financially engineered products are in between
these two products or decomposing the risk and return or changing them to the
level users want. We can say preference shares is one of the earliest
financially engineered product since it has higher risk compared to debt but also
carries higher return. Compared to equity, it carries lower risk but also lower
return. So, an investor, who need moderate risk and return can choose
'preference shares'. Is there any alternative to this financially engineered
product? Yes, it is possible that one can buy both equity and debt (or
debenture) of the same firm and synthetically create a product somewhat equal
to preference shares. But it is something like mixing individual chemicals in
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Strategicyour
Financing
home Decisions
to prepare
16.2
Tax Advantage: If there is a way to save tax or defer tax, every one
will exploit the opportunity. Often financial engineering helps to develop
such products. For instance, if you buy a zero coupon bond in the
secondary market, the difference between the redemption value and the
purchase price is treated as capital gains whereas interest received from
interest paying bonds are treated as regular income. Since the tax rate
for capital gains is substantially lower (it is 10% now for long-term capital
gains) than marginal tax rate of high net worth investors (it is 30% for
individuals and 35% for corporate entities), it make sense for companies
to issue zero-coupon bonds. Small investors wanting to show the income
as regular income will buy the same in primary market whereas high net
Financial Engineering
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worth investors will buy from secondary market. Mutual funds is also
tax-efficient medium through which you can change the character of the
income from one to another. For instance, if you invest in bond market
fund, which in turn invest the money in bonds and receive interest
income, you can still show the income as capital gain by choosing certain
schemes. You can convert capital gains into dividend and vice versa.
Thus, mutual fund is a financially engineered structure to get tax
advantage and of course, it is also a vehicle through which investors can
achieve diversification at low investment. There are several other
examples. While operating leasing is a plain vanilla product, financial
leasing is an engineered product, which often used to gain certain tax
advantage. Some years back, many companies have done 'sale and lease
back' transactions to exploit loopholes in tax laws, which was plugged
subsequently. Similarly, a non-tax paying company and tax paying
investors can save tax by investing in preference shares. It is possible for
a company to issue 'convertible preference shares' such that the preference
shares can be converted into non-convertible debenture on default of
dividend. Of course, many of the financially engineered product to exploit
tax law loopholes are effectively killed by the government by amending
the tax laws and sometime with retrospective effect. The life of
such products or solutions is generally short but opportunities come
regularly.
(2)
(3)
(4)
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Strategic(5)
Financing
Decisions
Increased
Liquidity:
(6)
(7)
(8)
(9)
Financial Engineering
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Activity 1
Visit the web site of few large Indian and US companies and see their annual
report. Examine whether they have issued any security other than plain equity
and bonds.
...........................................................................................................................
...........................................................................................................................
...........................................................................................................................
...........................................................................................................................
16.3
Financial engineering process is no different from the process that any firm
follows in developing new value added products or services. The process starts
with identification or realization of some needs. Sometime such needs are
known but many times, you have to identify the needs of the market and bring
out products or services or solution to the users without expecting them to
formally communicate such needs. Like car manufacturers, mutual funds
managers have to constantly look for ways to innovate new products that are
appealing to investors and at the same time achieves certain additional
objectives. It is quiet possible that you may add one more feature to the
existing products, which increase its value to users. For example, an open-end
fund gives liquidity compared to close-end funds but still investors have to fulfil
so many formalities to get the money. Cheque book facility to mutual funds
holder takes away so many formalities relating to redemption and provide
instance liquidity. Corporate finance managers have to look for ways to reduce
cost of capital or reduce the risk arising out of operating activities. Treasury
managers of banks while talking to clients can get ideas for new product or
solutions. Once the need is identified, an initial sketch of the product is
developed. At this stage, depending on the product requirement, complex model
building exercise is used. For instance, a structured derivative product requires
high level of mathematical modeling. The next stage is testing of the product so
check whether the desired result is achieved. Sometime it involves simple
verification with the users or some senior managers' assessment. Sometime,
you may have to run some simulation exercise to verify how the product will
produce results under various simulated future scenario. Once the product is
perfected, the next stage is pricing of the product. At the stage of pricing, it is
quiet possible that the price paid by the customer may be more than the benefit
derived out of the product. So, the product may be restructured again so as to
make it attractive to the users. Finally, the product is launched or solutions are
provided either directly or after some test marketing.
Activity 2
Suppose you are in a large bank specialising consumer loans. You are asked to
develop a new product to achieve 20% growth in consumer loans. Examine the
existing products available and then develop a new product. List down the
process you have applied in developing new product.
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5
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Strategic Financing Decisions
16.4
Fixed income securities have seen large-scale innovation and new products. As
was mentioned in the introduction of the Unit, zero-coupon bond and convertible
bonds are some of the early part of new products. A zero-coupon bond enables
the borrowers to defer interest payment whereas it gives an option for the
investors to show the appreciation either income or capital gain depending on
tax preference. An optionally convertible bond reduces interest cost to
borrowers whereas investors get an option for converting the same into equity
depending on the performance of the company, which may not be assessable at
the time of investment. Another major innovation in bonds was floating rate
bond, which takes away the interest rate risk. A number of subsequent
innovations on floating rate bond aim to deal with different types of risk. A
typical floating rate bond contains a float part and fixed part. For example, it
can be bank rate or LIBOR + fixed premium say 4% or 2%. When the
interest rate moves upward in the market, the bank rate or LIBOR also moves
up and hence investors get higher interest rate. When the rate declines,
borrowers are not stuck with higher interest liability. Thus, float part effectively
handles the interest rate risk. Here interest rate risk means additional interest
liability on account of fixed interest commitment that the borrower has to bear
when the interest rates are moving down in the market. Similarly, when the
interest rate moving upward, the investors of fixed interest rate bonds loose
money as the prices of bonds decline. In other words, the market prices of
bonds move up and down based on changes in the market interest rates.
Instead of fixing the float to Bank Rate or LIBOR, if the issuer and investor
fix the float to some other value, they can tackle different types of risk. For
instance, a commodity producer or oil company is exposed to considerable
amount of commodity or oil price risk. Prices of commodities, oil, metal, etc.,
are highly volatile and producers of these products are exposed to high level of
risk. In other words, in a balance sheet context, the asset side risk (also called
business or operating risk) is very high. Naturally, for these companies, a pure
fixed interest paying debt will add more problems. For some reasons, if the
prices of the products crash, it may hurt the business considerably. While debt
creates such adverse effect in a falling prices, it creates value when price
moves upward. The issue before the finance managers of these companies is
how to resolve the negative effect of the debt in a falling market price while
retaining profit opportunity when the prices move up. It is resolved by linking
floating rate with the commodity price index. That is, the investors will get
higher interest rate when the market price of the commodity moves up and
gets lower return when the prices fall. For instance, if the interest rate of
such floating bond is 4%+changes in oil price or price index, the bond holders
will get a return of 4% only if the price remains same. If the price increases
by 3%, then bond holders will get 7%. Normally, there will be a floor rate and
cap rate for such issues. In the above case if the floor is 4% and cap is 10%,
the interest rate will be minimum of 4% (even in cases when the oil price
declines by 10%) and maximum of 10% (even when the oil price increases by
20%). So, the instrument, by and large, retains, the characteristics of debt but
it brings some equity flavour into the instrument.
What about the users of such commodities, metals and oils? They are also
exposed to price risk. When the prices of input moves up, it may not be
always possible for the company to adjust the end product price. This will hurt
the profitability of the company particularly cause distress if the company also
has fixed interest rate debt. Inverse floating rate bonds, where interest is linked
to commodity price changes but in a inverse direction. That is, interest liability
will be lower when the price of input moves upward. Similarly, when the price
Financial Engineering
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of input moves downward, then interest liability will be more. The borrower
would be happy to share part of the profit caused by lower input price with the
lender provided the lender agrees to share the loss when the input price
increases. You may be wondering why no one bothers to develop such
instruments for consumers, who are ultimately affected by the prices. They can
invest in the bonds and shares of those companies until financial engineers
come out with a product.
As was discussed earlier, financial engineering developed several innovative
products in debt instrument. We mentioned earlier that zero-coupon bond is one
of the earliest innovations. But the problem is, investors who are looking for
regular investments that will avoid such instrument. To overcome this and also
to create some additional liquidity, issuers of such zero-coupon bonds have
started issuing baby bonds, which are also zero-coupon bonds. Those who are
looking for regular income can sell the baby bonds while retaining the mother
bond. Of course, tax treatment for such baby bonds was also one of the
reasons for such innovations.
Can you create Zero-coupon bond (ZCB) from an interest-paying bond? There
is nothing impossible before financial engineer. It works like this. If you
carefully look into interest-paying bond, it is a structure in which you invest
today some amount and borrower will pay you regularly interest at the end of
every period (say six months) and principal on maturity (say 10 years). Thus
you will be getting 20 cash inflows. Investment bankers issued 20 different
series securities backed by investments in such interest paying securities and
the 20 such securities are zero coupon bonds with different maturity. That is,
series 1 will mature at the end of 6 months and the face value of the same is
equal to first interest payment. Series 2 will mature at the end of 12 months
and the face value is equal to second interest payment. Such that series 20 will
mature at the end of 10 years and the face value is equal to principal and last
instalment interest. All these zero-coupon bonds are discounted and issued today
such that investment banker collects the face value of the interest paying bond
plus a small commission. Those investors, who have surplus for 6 months, will
invest in series 1, those who have surplus for 12 months will invest in series 2,
etc. Interestingly, all investors of ZCB get benefit more than what they would
get otherwise for investing money for such term.
Innovation in debt instruments in general (a) aims to remove interest rate risk
(b) bring a bit of equity flavour into the instrument and (c) improve tax
efficiency of the product. Suppose a firm borrows money in dollar but does not
want to take the risk of foreign exchange rate fluctuations. It is possible to
issue a bond in one currency, pay interest in another currency and repay in a
different currency. Alternatively, you can peg the interest rate to the changes in
foreign exchange rate fluctuations. In essence, foreign exchange risk is
transferred from the company to others. In other words, any risk can be
handled, restructured and transferred from a person who is not willing to take
such risk to a person who is willing to assume such risk.
Activity 3
Reliance Industries has successfully leveraged convertible debentures for
expansion. Examine convertible debentures issues of Reliance and figure out
how it helped them to achieve high growth without diluting their stake. Also,
figure out why other companies like Essar Oil failed to replicate such innovation.
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7
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16.5
Financial Engineering
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promoted by fly-by-night operators. Good companies gain by charging more
premium for such shares because of less risk associated with such shares.
There is no loss to the company since the shareholders will not exercise their
right if the company performs well. Companies like Intel have issued 'put
option' instead of puttable common shares.
Yet another innovation from mutual funds and investment bankers is splitting the
total return of equity into two components and trade them separately. For
example, SBI Mutual fund could invest 100000 shares in Infosys and create
100000 Class A and 100000 Class B stripes against the investment in Infosys.
SBI defines that those who purchase Class A shares will get only dividend (or
dividend plus 20% capital appreciation) and Class B shares will get no dividend
but entire capital appreciation (or 80% capital appreciation). The Class A is
called PRIME and Class B is called SCORE. While small investors prefer
Class A or PRIME, speculators will prefer Class B or SCORE component.
16.6
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Strategicthe
Financing
Decisions
option to
retain
16.7
SUMMARY
Financial engineering like any other engineering has brought several new
products and solutions to the market. It has completely changed the financial
market today. Its main contribution is to split the risk and return into several
components and allow investors of financial markets to decide the combination
that is most suitable to them. Such innovations are seen in bonds, equity,
derivatives, and also in other fields like merger, acquisition and corporate
restructuring. It also provides mechanism to price such combinations by
developing various pricing models for futures and options. Some of the models
are cost-of-carry model, binominal model, Black-Scholes Option Pricing Model,
etc. Today, it is possible to quantify risk and return of any new products and
also price them with the help of these models. Financial engineering is an
exciting field, which attracts some of the best human resources. The profession
is also highly rewarding.
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Financial Engineering
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16.8
SELF-ASSESSMENT QUESTIONS
16.9
FURTHER READINGS
11
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UNIT 17 INVESTORS RELATIONS
Objectives
The objectives of this unit are to:
explain the corporate form of business organization and the need for
maintaining investor relations
highlight the importance of investor relationship for the corporate form of
business organization.
pinpoint the different forces that demand for information from the
companies and varying purposes for which it is demanded by the
stakeholders
bring out the rationale for corporate governance in building by good investor
relations
explain the advantages achieved from being a good governance company
Structure
17.1
Introduction
17.2
17.3
17.4
17.5
Corporate Governance
17.6
Investor Service
17.7
Summary
17.8
Self-Assessment Questions
17.9
Further Readings
17.1
INTRODUCTION
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Strategic Financing Decisions
range from Rs. 30 crores to 4000 crores. The number of equity shares issued
run into millions and in some cases in billions. To get better understanding of
who actually controls the company, we need to look into the shareholding
pattern data of these companies. Table 17.2 presents the percentage of equity
holding by different categories of equity shareholders of these nifty companies.
The promoters holding represent the equity holding of those who had promoted
the company and they basically control the management. The foreign
promoters' holding arises if there is joint venture between an Indian company
and a foreign company. Such investment can also arise if the foreign firm sets
up its own company in India, which are often called as multinationals. Hence
promoters could comprise of either Indian or foreign based on how they
originated. The institutional investors' holding represents the equity holding of
the financial institutions, the banks and mutual funds. The other private
corporate body equity holding implies the holdings of other companies. For
instance if Britannia industries invests in the shares of the ABB Ltd, it would
be classified into other company holdings. Companies at times do this form of
investing, when excess cash is available and it lies idle in the company. The
others equity shareholding represent the holdings of small investors, who are
also owners of the company. But these small investors mostly invest for the
sake of investment or speculation. They sell their shares if they feel that the
company's share is performing badly in the capital market.
These two tables thus highlight the fact that number of investors are large
typically in large companies and also the categories of the investors are of
different kinds. While the average promoters' holding of these companies is
around 43%, non-promoters contribution is 57%. In such a scenario a formal
investor relationship arrangement assumes importance. Many companies today
have a full fledged investor relations department headed by an investor
relationship officer. The present unit is dedicated to discuss why the
companies need to have a good relationship with investors and what exactly
should the companies do to maintain such good relationships.
17.2
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Table 17.1: Equity shares and capital of NSE 50 companies
Company Name
No. of Shares
A B B Ltd.
42.38
42381675
171.13
170929944
B S E S Ltd.
137.83
137725666
101.19
101183510
244.76
244760000
300
300000000
25.9
25904276
Cipla Ltd.
59.97
59972349
135.99
135992817
28.58
285749934
32.98
32980532
38.26
76515948
G A I L (India) Ltd.
845.65
845651600
45.38
45380621
74.48
74475000
91.69
91669685
155.27
155189921
H C L Technologies Ltd.
57.58
287884290
H D F C Bank Ltd.
282.05
282045713
39.94
199687500
92.46
92481325
220.12
2201243793
338.83
339330000
HDFC
244.41
244414492
I C I C I Bank Ltd.
612.66
613034404
I T C Ltd.
247.51
247511886
45.12
45114695
249.05
248225622
33.12
66243078
248.67
248668756
630
630000000
116.01
116008599
38.65
38649279
644.31
644309628
192.54
192539700
196.72
185452098
1395.92
1396377536
62.91
314542800
282.3
282302420
526.3
526298878
4130.4
4130400545
46.52
93048478
180.7
180638651
369.18
367771901
319.83
319784387
197.91
197897864
56.22
56219857
285
285000000
Investors Relations
Wipro Ltd.
46.51
232563992
41.25
412505012
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Strategic Financing Decisions
Table 17.2: Shareholding pattern of Nifty companies (in %), March 2003
Company Name
Promoters
Institutions
Cor. Bodies
Others
ABB
52.11
ACC
0.00
30.47
1.10
17.42
45.48
18.26
BSES
58.22
54.52
28.13
0.48
13.65
Bajaj Auto
BHEL
29.17
21.07
13.52
49.76
67.72
29.83
0.52
2.44
BPCL
66.20
27.72
1.39
6.08
Britannia Industries
47.00
28.37
1.98
24.63
Cipla
39.94
24.85
2.22
35.21
Colgate-Palmolive (India)
51.00
11.93
1.01
37.07
Dabur India
78.34
11.61
1.09
10.04
Digital Globalsoft
50.61
33.85
1.37
15.54
26.02
35.20
1.90
38.77
G A I L (India)
67.34
9.42
0.36
23.23
40.00
34.19
3.54
25.81
Glaxosmithkline Pharma
48.83
26.56
1.50
24.61
Grasim Industries
20.42
38.23
5.80
41.36
27.51
38.45
3.55
34.04
H C L Technologies
77.04
10.55
4.12
12.41
H D F C Bank
24.41
30.49
1.16
45.09
52.00
31.05
2.01
16.95
Hindalco Industries
24.37
38.15
3.19
37.48
Hindustan Lever
51.56
26.03
0.84
22.42
HPCL
51.01
37.01
3.14
11.98
HDFC
0.00
59.70
2.37
40.30
I C I C I Bank
0.00
59.74
4.93
40.26
I T C
0.00
48.00
0.85
52.00
37.38
27.24
2.33
35.37
79.98
8.38
2.11
11.64
Infosys Technologies
28.42
48.44
1.01
23.14
0.00
44.09
20.04
55.91
56.25
31.29
0.74
12.46
26.26
43.79
5.61
29.94
N I I T
31.25
41.97
7.42
26.78
87.15
7.47
3.59
5.38
66.48
16.67
1.71
16.85
Ranbaxy Laboratories
32.05
35.85
1.00
32.10
Reliance Industries
46.52
27.76
1.67
25.72
20.74
56.27
2.34
22.99
80.12
11.17
2.90
8.71
0.00
82.40
1.79
17.60
85.82
9.73
0.69
4.45
71.75
17.37
2.69
10.88
Tata Chemicals
30.56
26.39
5.03
43.05
26.41
34.34
6.78
39.25
Tata Motors
32.21
35.03
9.87
32.76
32.54
33.95
2.35
33.51
Tata Tea
29.48
34.03
3.21
36.49
71.12
9.36
2.80
19.52
Wipro
83.90
4.40
1.78
11.70
Zee Telefilms
51.77
33.53
3.28
14.70
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Investors Relations
Corporate
Capital
Market
Institu
Primary / Secondary
Functional
Managers
Finance
Function
Managers
These managers may also get involved with creative accounting, with the help
of the auditors. We have seen many instances of scams of this nature. In all
these cases, every stakeholder is affected. The equity holders, on learning
such frauds, start selling the shares and this pulls down the prices of the stock
in the market. Not only will the small investors do such act, this could happen
with the institutional investors as well. The matter is even worse with the
institutional investors. This is because the institutional investors are both lenders
as well owners in many companies. They not only cause damage by selling
the shares, they will avoid lending to these companies in future. So the growth
of the firm gets affected and finally the company might get liquidated.
There are several ways in which the management or promoters can assure the
managers manage the firm efficiently. Investor relationship in a broader sense
includes all such efforts taken by the agents to ensure that investors are not
affected by the agency problem. Investors expect management to run the firm
efficiently in a most transparent manner and take all decisions that maximize
the investors return. The next section would explain in detail the expectations of
the investors from the management of the company. If these expectations are
not met, then the company would be heading towards serious trouble.
17.3
Basically, the demand for corporate information comes from the shareholders
and investors, managers, employees, customers, lenders and other suppliers,
security analysts, policy makers, regulators and government. Purpose of
soliciting information by different stakeholders of the organization varies to a
great extent. For instance, the Government seeks financial information of the
company mainly to check if it pays the right amount of taxes as also to check
if it does not violate licenses granted, export-import policies etc.
The suppliers would be demanding the financial information basically to ensure
that the company would be in business for sufficiently long period of time and
it would be worth while to have business with them. They would like to know
if the company would be able to pay their dues. Likewise, the lenders would
use information to verify the creatibility of the company.
The managers call upon information of various types for planning and control
purposes. Of course, the information supplied to the managers within the firm
may be much more in detail and confidential compared to the information
provided to the outsiders. The customers, particularly the consumers of durable
goods or vehicles or IT products, would be interested in knowing whether the
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Strategic Financing Decisions
company would exist in near future to provide them the service for the product
they purchased. So they would be constantly watching the companys
performance for the same. The employees would be interested in the company
information because they would want to know if they would get better wages
or salaries for the coming years. Because if the firm is not doing well, the
chances are that they might lose their jobs and also lose wages. So they keep
a watch on the performance of the company.
The analyst demand information to publish reports on the performance of the
company and to rate its debt payment capacity. He continuously tracks the
company for information and analyzes the company accordingly and informs the
public on buy and hold strategies. On the other hand, the demand for
information by small and retail investors differs from that of the experienced
analysts. The small investors simply do not have the time to keep track of the
companies latest information. This is because small investors invest in a number
of companies and it is difficult for them to keep track of the information of all
these companies. Moreover they would not be able to analyze the information
as usefully as the experienced analysts do. Hence, they require much more
detailed information and mainly in a processed format so that they can evaluate
the risk and return characteristic of the company. This is for the fact that the
risk and return of a firm are dependent on the following:
(i)
(ii)
(iii)
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employees, customers and government. They also demand the management of
the company to disclose information that maximises the value of the firm.
Investors Relations
However, we should also note that the demand for disclosure of corporate
information of prospective shareholders differs from that of existing investors.
Whereas the former wants the firm to reveal both value enhancing as well as
value diminishing information, the latter, expects the firm to reveal only the
value enhancing information and not to reveal the value diminishing information.
Such conflicts can be seen as amount existing groups of promoters, institutional
shareholders and public shareholders.
There are several agencies engaged in protecting the interest of small investors
and other stakeholders. The requirement that the company form of organization
has to be registered under the companies Act, 1956 is the first protection to
investors and others. The Registrar of companies makes sure that the company
that is formed is genuine and has been formed for the purpose of being in the
business. The investors' interests are protected by the Securities Exchange and
Board of India (SEBI). SEBI had laid down some listing requirements for the
companies seeking to raise money from the small investors or public. Once the
company accepts the listing agreements, the company's shares get listed in the
stock exchange. SEBI has also brought several regulations and guidelines for
market participants and intermediaries to protect the interest of investors. The
Institute of Chartered Accountants of India lays down the necessary accounting
standards based on which the companies need to prepare the financial
statements and get it audited by the chartered accountants. This is done to
ensure that the financial statements represent true and fair view of the financial
position of the company.
Basically the investor demands can be classified into three basic categories.
1) Transparency and Disclosure
2) Good corporate governance
3) Investors Service
Each of these are discussed in detail in the following sections.
Activity 1
Check with some of your friends who invest in stocks on the information that
they require/use while selecting the stocks for investments. Identify whether
companies disclose such information in the annual report.
...........................................................................................................................
...........................................................................................................................
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Activity 2
Check with your friend whether he/she is happy with the information supplied
by the company in disclosing such information. Also, find out whether they are
satisfied with the role of SEBI and Stock Exchanges in improving disclosure
standards.
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7
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17.4
The corporate control market forces also influence the firms' decision of
disclosure, and the timing of information release to the public. The efficient
working of a concern depends on the soundness of the policies determined by
the board of directors, and their effective implementation by the managing
director and his team of managers. If investors perceive that a company is not
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Investors Relations
Decision by Firms
Market Forces
Information Available
to External Parties
Regulatory Forces
run efficiently and identify ways in which its functioning can be improved, they
may attempt to take over the controlling stake of the company. This perception
of non-controlling stakeholders is influenced by their private information. Such
private information gives them an advantage, as they can acquire the stocks of
the company at the existing prices. Under such circumstances, managers are
forced to improve not only their working but also the level of information
disclosure. At times, even when the investors do not have information about its
good future prospects, the prices of a company's securities may be under
priced. However, the corporate predators and raiders, under such
circumstances, make attempts to take over the company by actively buying the
securities of the company in the secondary market. This forces the managers
to reveal the information about the prospects of the company to the outsiders.
Thus, the market forces influence the supply of information in two ways: first
by prompting the existing management of firms to disclose information to the
public and secondly, through the threat of actions of corporate predators and
raiders, who continuously explore the opportunities for takeovers.
The costs associated with corporate disclosures also influence the time and
extent of disclosure of information. These costs include: (i) collection and
processing costs, (ii) litigation costs, (iii) political costs, (iv) competitive
disadvantage costs, and (v) additional constraints on management decisions.
Collection and processing costs include the costs borne by both the suppliers
and users of financial information. Corporate firms as well as users of
information incur the costs of collection of information. The corporate
management has to make decisions on what information is to be collected and
at what frequency. It is not possible for firms to collect all the information on a
continuous basis, as it involves unlimited resources, both human and financial.
The decision on information collection is often based on the assessment of
costs and benefits associated with such information. Firms, while computing
the costs of collecting and processing information, have to bear in mind the
costs incurred by the firm as well as the costs borne by investors in performing
such task. Similarly, while computing the benefits of information production and
processing, firms have to take into view the benefits that accrue to all the
users of corporate information who have a stake in the corporate firm.
Litigation costs arise when the corporate has to face a dispute in a legal forum.
The prompt public release of information as well as corrective information, if
any, can reduce the potential losses to shareholders and the potential exposure
of the firm and its management in subsequent litigations.
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Strategic Financing Decisions
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social services performed by them, the company philosophy, objective, business
they are operating, the market share of the business, etc. However, as sated
earlier, companies would be hesitating to provide information, which would
reveal their competitive advantage to the competitors. For instance, the ICAI
introduced a new accounting standard on Segment Reporting (AS-17) with
effect from 2001. However, most companies still do not provide this information
despite being made mandatory by claiming that they are single segment
company. This is because as per this standard, companies are supposed to
disclose their financial information based on the different segments. Prior to
2001, investors did not know whether companies were performing good in all
the segments in which they were operating. For instance, prior to 2001 investors
did not know whether L&T was performing well in their cement or construction
segment. Only the performance of L&T was made known to the companies.
Investors Relations
There has been tremendous improvement in the last few years in the disclosure
level of the Indian companies. This is mainly due to the new accounting
standards introduced by the ICAI like consolidation of accounts, segment
reporting, revealing the related party transactions, revealing the intangible asset
valuation etc. Apart from this the listing requirement had also been tightened.
And listing requirements demanded more information from the companies. One
such latest requirement is the introduction of the Clause 49 on corporate
governance code. Accordingly, every company wanting to get listed in the stock
exchange will have to disclose the corporate governance systems and
procedures existing within the company. Detailed aspect discussion on this made
had been made in the next section.
Activity 3
Compare for any one company, the annual reports of the year ending March
2000 and March 2003. Identify major changes that you have seen on the items
disclosed by the company.
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17.5
CORPORATE GOVERNANCE
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17.6
INVESTOR SERVICE
12
Though most of the information discussed above is filed with the stock
exchanges, information in the annual report are sent to the shareholders by
post. Some information are sent to the interested parties on demand. The better
practice has been that companies these days provide almost all information in
their websites. In fact, this is also mandatory by regulation. The quarterly
returns filed with the stock exchange have to be made available in their
website as well.
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Some good governance companies provide a lot of these information in a
systematic manner in their websites; for instance the website of Infosys
technologies covers almost all information filed with the regulatory agencies.
Investors Relations
As part of the annual reports, companies furnish the following details which are
useful to investors.
1. Financial calendar specifying the dates of holding the annual general meeting
2. Dates on which the quarterly returns are to be released
3. Dates of book closure for different purposes like share transfer and
dividend payment
4. The addresses of the companies and the head office
5. Listing in stock exchanges
6. Information on dividend payment
7. Details about the investor grievances committee
8. Method of voting by proxy
9. Shareholding pattern of the company
10. The number of shareholders present in the company supplying the different
range of shares held.
11. Market price data of the shares traded in the listed stock exchanges and a
comparison of the share performance with the indices are also given.
12. Share transfer procedures. Though all the share trading is performed these
days in the demat mode, the details of the same are also given.
13. Plant locations
Investors are comfortable dealing with companies that furnish the maximum
information for the shareholders and also provide them good service.
Activity 6
List down the procedure to be followed when a shareholder has grievance
against the company. What are the alternative avenues available to investors
and what is the role of SEBI in handling investors grievances?
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Activity 7
Visit SEBI's web site (www.sebi.gov.in) and visit EDIFAR link and write a
brief note on EDIFAR and its usefulness to investors.
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13
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17.7
SUMMARY
17.8
SELF-ASSESSMENT QUESTIONS
17.9
FURTHER READINGS
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Paul M. Healy, Krishna G. Palepu (2001), "Information asymmetry, corporate
disclosure, and the capital markets: A review of the empirical disclosure
literature" Journal of Accounting and Economics 31, 405-440.
Investors Relations
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In addition, the Department of Company Affairs, Government of India,
constituted a nine-member committee under the chairmanship of Naresh Chandra,
former Indian ambassador to the US, to examine various corporate governance
issues. The committee has submitted its report to the government. The
government has not made it mandatory yet for Indian companies. Your company's
compliance with these recommendations is listed in the course of this chapter
Investors Relations
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Strategic Financing Decisions
A) BOARD COMPOSITION
1. Size and Composition of the Board
The current policy is to have an appropriate mix of executive and independent
directors to maintain the independence of the board, and to separate the board
functions of governance and management. The board consists of fifteen
members, seven of whom are executive or whole-time directors, and eight are
independent directors. Five of the executive directors are founders of the
company The board believes that the current size is appropriate based on the
company present circumstances. The board periodically evaluates the need for
increasing or decreasing its size.
Table 1 gives the composition of Infosys' board, and the number of outside
directorships held by each of the directors.
Table 1: Composition of the board, and external directorships held during FY 2003
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The COO and Deputy Managing Director is responsible for all customer
service operations. He is also responsible for technology; new initiatives,
acquisitions and investments.
Investors Relations
The Chairman, CEO, COO, the other executive directors and the senior
management make periodic presentations to the board on their responsibilities,
performance and targets.
3. Broad Definition of Independent Directors
According to Clause 49 of the Listing Agreement with Indian stock exchanges,
an independent director means a person other than an officer or employee of
the company or its subsidiaries or any other individual having a material
pecuniary relationship or transactions with the company which, in the opinion of
the company's board of directors, would interfere with the exercise of
independent judgment in carrying Out the responsibilities of a director.
Infosys adopted a much stricter definition of independence as required by the
NASDAQ listing rules and the Sarbanes-Oxley Act, US. The same is provided
in the Audit charter section of this Annual Report.
4. Board Membership Criteria
The nominations committee works with the entire board to determine the
appropriate characteristics, skills and experience for the board as a whole as
well as its individual members. Board members are expected to possess the
expertise, skills and experience required to manage and guide a high-growth, hitech, software company deriving revenue primarily from G-7 countless.
Expertise in strategy, technology, finance, quality and human resources is
essential. Generally, they will be between 40 and 60 years of age. They will
not be relatives of an executive director or of an independent director. They
are generally not expected to serve in any executive or independent position in
any company that is in direct competition with Infosys. Board members are
expected to rigorously prepare for, attend, and participate in all board and
applicable committee meetings. Each board member is expected to ensure that
their other current and planned future commitments do not materially interfere
with the member responsibility as a director of Infosys.
5. Selection of New Directors
The board is responsible for the selection of any new director. The board
delegates the screening and selection process involved in selecting the new
directors to the nominations committee, which consists exclusively of
independent directors. The nominations committee makes recommendations to
the board on the induction of any new member.
6. Membership Term
The board constantly evaluates the contribution of its members, and
recommends to shareholders their re-appointment periodically as per statute.
The current law in India mandates the retirement of one-third of the board
members (who are liable to retire by rotation) every year, and qualifies the
retiring members for re-appointment. Executive directors are appointed by the
shareholders for a maximum period of five years at a time, but are eligible for
re-appointment upon completion of their term. Non-executive directors do not
have a specified term, but retire by rotation as per law. The nominations
committee of the board recommends such appointments and / or reappointments. However, the membership term is limited by the retirement age
for the members.
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7. Retirement Policy
Under this policy, the maximum age of retirement of all executive directors is
60 years, which is the age of superannuation for the employees of the
company. Their continuation as members of the board upon superannuation /
retirement is determined by the nominations committee. The age limit for
serving on the board is 65 years.
8. Succession Planning
The nominations committee constantly works with the board to evolve
succession planning for the positions of the Chairman, CEO and COO, as well
as to develop plans for interim succession for any of them, in case of an
unexpected occurrence. The board, as required, may more frequently review
succession planning.
9. Board Compensation Review
The compensation committee determines and recommends to the board the
compensation payable to the directors. All board-level compensation is approved
by shareholders, and separately disclosed in the financial statements.
Remuneration of the executive directors consists of a fixed component and a
performance incentive. The compensation committee makes a quarterly
appraisal of the performance of the executive directors based on a detailed
performance-related matrix. The annual compensation of the executive directors
is approved by the compensation committee, within the parameters set by the
shareholders at the shareholders meetings.
Compensation payable to each of the independent directors is limited to a fixed
amount per year as determined and approved by the board - the sum of which
is within the limit of 0.5% of the net profits of the company for the year,
calculated as per the provisions of the Companies Act, 1956. The compensation
payable to independent directors and the method of calculation are disclosed
separately in the financial statements.
Those executive directors who are founders of the company have voluntarily
excluded themselves from the 1994 Stock Offer Plan, the 1998 Stock Option
Plan and the 1999 Stock Option Plan. Independent directors are also not eligible
for stock options under these plans, except for the latest 1999 Stock Option
Plan. Table 2a gives the compensation of each director; and Table 2b gives the
grant of stock options to directors.
10. Memberships of other Boards
Executive directors are excluded from serving on the board of any other entity,
unless these are corporate or government bodies whose interests are germane
to the future of the software business, or are key economic institutions of the
nation, or whose prime objective is that of benefiting society Independent
directors are not expected to serve on the boards of competing companies.
Other than this, there are no limitations on them save those imposed by law
and good corporate governance practices. The number of outside directorships
held by each director of Infosys is given in Table 1 above.
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Investors Relations
in Rs. crore
Name of directors
Salary
Performance
incentive/bonus
Commission
payable
Sitting fees
(in months)
Total
Notice period
(in months)
0.12
0.12
0.12
0.28
0.12
0.12
0.12
0.12
0.01
0.01
NA
0.01
0.01
0.01
0.01
0.01
0.19
0.19
0.19
0.13
0.13
0.12
0.30
0.13
0.13
0.13
0.13
0.19
1.25
0.18
3.73
0.17
6
6
6
NA
NA
NA
NA
NA
NA
NA
NA
6
6
6
NA
6
0.19
0.19
0.19
0.19
1.25
0.18
3.73
0.17
Number of options
(1999 ESOP)
Grant price
(in Indian Rs.)
Expiry date
2,000
3,333.65
The above options were issued at fair market value. The options granted will vest over a period of four years
from the date of grant.
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Strategic Financing Decisions
B) BOARD MEETINGS
1. Scheduling and Selection of Agenda Items for Board Meetings
Dates for the board meetings in the ensuing year are decided in advance and
published as part of the Annual Report. Most board meetings are held at the
company registered office at Electronics City, Bangalore, India. The Chairman
of the board and the company secretary draft the agenda for each meeting,
along with explanatory notes, and distribute these in advance to the directors.
Every board member is free to suggest the inclusion of items on the agenda.
The board meets at least once a quarter to review the quarterly results and
other items on the agenda, and also on the occasion of the annual shareholders'
meeting. When necessary, additional meetings are held. Independent directors
are expected to attend at least four board meetings in a year. Committees of
the board usually meet the day before the formal board meeting, or when
required for transacting business.
There were six board meetings held during the year ended March 31, 2002.
These were on April 10, 2002, June 8, 2002 (coinciding with last year Annual
General Meeting of the shareholders), July 10, 2002, October 10, 2002,
December 8, 2002 and January 10, 2003.
2. Availability of Information to the Members of the Board
The board has unfettered and complete access to any information within the
company, and to any employee of the company. At meetings of the board, it
welcomes the presence of managers who can provide additional insights into
the items being discussed.
The information regularly supplied to the board includes:
annual operating plans and budgets, capital budgets, updates;
quarterly results of the company and its operating divisions or business
segments;
minutes of meetings of audit, compensation, nomination, investors grievance and
investment committees, as well as abstracts of circular resolutions passed;
general notices of interest;
declaration of dividend;
Table 3: Number of board meetings and the attendance of directors during FY 2003
Name of directors
Number of board
meetings held
Number of board
meetings attended
Whether attended
last AGM
6
6
6
6
6
6
6
6
6
6
6
6
6
6
3
6
6
6
6
6
5
3
5
5
5
5
4
6
5
6
3
5
Yes
Yes
Yes
Yes
Yes
No
Yes
Yes
Yes
Yes
No
Yes
Yes
Yes
Yes
Yes
N. R. Nasrayana Murthy
Nandan M. Nilekani
S. Gopalakrishnan
Deepak M. Satwalekar
Prof. Marti G. Subrahmanyam
Philip Yeo
Prof. Jitendra Vir Singh **
Dr. Omkar Goswami
Sen. Larry Pressler
Rama Bijapurkar
Claude Smadja
K. Dinesh
S. D. Shibulal
T. V. Mohandas Pai
Phaneesh Murthy *
Srinath Batni
* Resigned on July 23, 2002
** Resigned effective April 12, 2003
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information on recruitment and remuneration of senior officers just below
the board level including appointment or removal of CFO and company
secretary;
Investors Relations
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Strategic Financing Decisions
C) BOARD COMMITTEES
Currently, the board has six committees - the audit committee, the
compensation committee, the nominations committee, the investors grievance
committee, the investment committee and the share transfer committee. The
first three consist entirely of independent directors. The investors grievance
committee is composed of an independent, non-executive chairman and some
executive and non-executive directors. The investment committee and the share
transfer committee consist of all executive directors.
The board is responsible for the constituting, assigning, co-opting and fixing of
terms of service for committee members to various committees, and it
delegates these powers to the nominations committee.
The chairman of the board, in consultation with the company secretary of the
company and the committee chairman, determines the frequency and duration
of the committee meetings. Normally all the committees meet four times a year
except the investment committee and the share transfer committee, which meet
as and when the need arises. Typically the meetings of the audit, compensation
and nominations committees last for the better part of a working day
Recommendations of the committee are submitted to the full board for
approval.
The quorum for meetings is either two members or one-third of the members
of the committees, whichever is higher.
1. Audit Committee
In India, Infosys is listed on the stock Exchange, Mumbai (or the BSE), the
National Stock Exchange (N5E) and the Bangalore Stock Exchange (BgSE). In
the US, it is listed on the NASDAQ. In India, Clause 49 of the Listing
Agreement makes it mandatory for listed companies to adopt an appropriate
audit committee charter. The Blue Ribbon Committee set up by the US
Securities and Exchange Commission (SEC) recommended that every listed
company adopt an audit committee charter, which has been adopted by
NA5DAQ.
In its meeting on May 27, 2000, Infosys' audit committee adopted a charter
which meets the requirements of Clause 49 of the Listing Agreement with
Indian stock exchanges and the SEC. It is given below.
The audit committee of Infosys comprises six independent directors. They are:
Mr. Deepak M. Satwalekar, Choirmon
Ms. Rams Bijapurkar
Dr. Omkar Goswami
Sen. Larry Pressler
Mr. Claude Smadja
Prof. Marti G. Subrahmanysm
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1.1 Audit Committee Charter
Investors Relations
2.2
2.3
2.4
2.5
Review and pre-approve all related party transactions in the Company for
this purpose, the committee may designate one member who shall be
responsible for pre-approving related party transactions.
2.6
2.7
Consider and review with the independent auditor and the management:
(a) The adequacy of internal controls including computerized information
system controls and security; and
(b) Related findings and recommendations of the independent auditor and
internal auditor together with the management's responses.
2.8
Actuarial services;
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Strategic Financing Decisions
2.9
Review and discuss with the management and the independent auditors,
the annual audited financial statements and quarterly unaudited financial
statements, including the Company's disclosures under "Management
Discussion and Analysis of Financial Condition and Results of Operations"
prior to filing the Company Annual Report on Form 20-F and Quarterly
Results on Form 6-K, respectively with the SEC.
2.10 Direct the Company independent auditors to review before filing with the
SEC the Company interim financial statements included in Quarterly
Reports on Form 6-K, using professional standards and procedures for
conducting such reviews.
2.11 Conduct a post-audit review of the financial statements and audit findings,
including any significant suggestions for improvements provided to
management by the independent auditors.
2.12 Review before release, the unedited quarterly operating results in the
Company quarterly earnings release.
2.13 Oversee compliance with the requirements of the SEC and SEBI, as the
case maybe, for disclosure of auditor's services and audit committee
members, member qualifications and activities.
2.14 Review, approve and monitor the code of ethics that the Company plans
for its senior financial officers.
2.15 Review management monitoring of compliance with the Company
standards of business conduct and with the Foreign Corrupt Practices Act.
2.16 Review, in conjunction with counsel, any legal matters that could have a
significant impact on the Company financial statements.
2.17 Provide oversight and review at least annually of the Company risk
management policies, including its investment policies.
2.18 Review the Company compliance with employee benefit plans.
2.19 Oversee and review the Company policies regarding information
technology and management information systems.
2.20 If necessary, institute special investigations with full access to all books,
records, faculties and personnel of the Company
2.21 As appropriate, obtain advice and assistance from outside legal,
accounting or other advisors.
2.22 Review its own charter, structure, processes and membership requirements.
2.23 Provide a report in the Company proxy statement in accordance with the
rules and regulations of the SEC.
2.24 Establish procedures for receiving, retaining and treating complaints
received by the Company regarding accounting, internal accounting
controls or auditing matters and procedures for the confidential,
anonymous submission by employees of concerns regarding questionable
accounting or auditing matters.
2.25 Consider and review with the management, internal auditor and the
independent auditor:
(a) Significant findings during the year, including the status of previous
audit recommendations;
(b) Any difficulties encountered in the course of audit work including any
restrictions on the scope of activities or access to required
information;
(c) Any changes required in the planned scope of the internal audit plan.
2.26 Report periodically to the BoD on significant results of the foregoing
activities.
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3. Composition of the Audit Committee
Investors Relations
3.1 The committee shall consist solely of 'independent' directors (as defined in
(i) NASOAQ Rule 4200 and (ii) the rules of the Securities and Exchange
Commission) of the Company and shall be comprised of a minimum of three
directors. Each member will be able to read and understand fundamental
financial statements, in accordance with the NASOAQ National Market Audit
Committee requirements. They should be diligent, knowledgeable, dedicated,
interested in the job and willing to devote a substantial amount of time and
energy to the responsibilities of the committee, in addition to BoD
responsibilities. At least one of the members shall be a "Financial Expert" as
defined in Section 407 of the Sarbanes-Oxley Act. The members of the
committee shall be elected by the BoD and shall continue until their successors
are duly elected. The duties and responsibilities of a member are in addition to
those applicable to a member of the BoD. In recognition of the time burden
associated with the service and, with a view to bringing in fresh insight, the
committee may consider limiting the term of the audit committee service, by
automatic rotation or by other means. One of the members shall be elected as
the chairman, either by the full BoD or by the members themselves, by
majority vote.
4. Relationship with Independent and Internal Auditors
4.1 The committee has the ultimate authority and responsibility to select,
evaluate, and, where appropriate, replace the independent auditors in
accordance with law. All possible measures must be taken by the committee to
ensure the objectivity and independence of the independent auditors. These
include:
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Strategic Financing Decisions
4.2 The internal auditors of the company are in the best position to evaluate
and report on the adequacy and effectiveness of the internal controls. Keeping
in view the need for the internal auditors' independence from management in
order to remain objective, a formal mechanism should be created to facilitate
confidential exchanges between the internal auditors and the committee,
regardless of irregularities or problems. The work carried out by each of these
auditors needs to be assessed and reviewed with the independent auditors and
appropriate recommendations made to the BoD.
5. Disclosure Requirements
5.1 The committee charter should be published in the annual report once every
three years and also whenever any significant amendment is made to the
charter.
5.2 The committee shall disclose in the company Annual Report whether or not,
with respect to the concerned fiscal year:
the management has reviewed the audited financial statements with the
committee, including a discussion of the quality of the accounting
principles as applied and significant judgments affecting the company
financial statements;
the committee has satisfied its responsibilities in compliance with its charter
5.3 The committee shall secure compliance that the BoD has affirmed to the
NASD / Amex Stock Exchange on the following matters, as required in
terms of the relevant NASD I Amex rules:
5.4 The committee shall report to shareholders as required by the relevant rules
of the Securities and Exchange Commission ("SEC") of the United States.
6. Meetings and Reports
6.1 The Committee shall meet at least four rimes a year
6.2 The Committee will meet separately with the CEO and separately with the
CEO of the Company at such times as are appropriate to review the
financial affairs of the Company The audit committee will meet separately
with the independent auditors and internal auditors of the Company at such
times as it deems appropriate (but not less than quarterly) to fulfill the
responsibilities of the Audit Committee under this Charter
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Investors Relations
7. Delegation of Authority
7.1 The committee may delegate to one or more designated members of the
committee the authority to pre-approve audit and permissible non-audit
services, provided such pre-approval decision is presented to the full audit
committee at its scheduled meetings.
8. Definitions
8.1 Independent Member
In order to be 'independent', members should have no relationship with the
company that may interfere with the exercise of their independence from the
management and the company The following persons are not considered
independent:
a director who is employed by the company or any of its affiliates for the
current year or any of the past five years;
a director who accepts any compensation from the company or any of its
affiliates in excess of $60,000 during the previous fiscal year, other than
compensation for board service, benefits under a tax-qualified retirement
plan, or non-discretionary compensation in the current year or any of the
past five years;
4
4
4
4
4
4
4
4
4
4
4
4
Four audit committee meetings were held during the year. These were held on April 9, 2002, July 9,
2002, October 9, 2002 and January 9, 2003.
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Strategic Financing Decisions
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Moreover, the committee considered whether any non-audit consulting services
provided by the auditor's firm could impair the auditor's independence, and
concluded that there was no such materially significant service provided.
Investors Relations
The committee secured compliance that the board of directors has affirmed to
the NASOAQ stock exchange, under the relevant rules of the exchange on
composition of the committee and independence of the committee members,
disclosures relating to non-independent members, financial literacy and financial
expertise of members, and a review of the audit charter.
Based on the committee discussion with management and the auditors and the
committee's review of the representations of management and the report of the
auditors to the committee, the committee has recommended to the board of
directors that:
1. The audited financial statements prepared as per Indian GAAP for the year
ended March 31, 2003 be accepted by the board as a true and fair
statement of the financial health of the company; and
2. The audited financial statements prepared as per US GAAP and to be
included in the company Annual Report on Form-20F for the fiscal year
ended March 31, 2003 be filed with the Securities and Exchange
Commission.
The committee has recommended to the board the appointment of Bharat S.
Raut & Co., Chartered Accountants, as the statutory and independent auditors
of the company for the fiscal year ending March 31, 2004, and that that the
necessary resolutions for appointing them as auditors be placed before the
shareholders. The committee has also recommended to the board the
appointment of KPMG as independent auditors of the company for the US
GAAP financial statements, for the financial year ending March 31, 2004.
The committee recommended the appointment of internal auditors to review
various operations of the company, and determined and approved the fees
payable to them.
The committee has also issued a letter in line with recommendation No. 9 of
the Blue Ribbon Committee on audit committee effectiveness, which has been
provided in the Financial statements prepared in accordance with US GAAF
section of this Annual Report.
In conclusion, the committee is sufficiently satisfied that it has complied with its
responsibilities as outlined in the Audit committee charter.
Sd/Bangalore
April 9, 2003
Deepak M. Satwalekar
Chairman, Audit committee
2. Compensation Committee
The compensation committee of Infosys consists entirely of non-executive,
independent directors:
Prof. Marti C. Subrahmanyam, Chairman
Dr. Omkar Goswami
Mr. Deepak M. Satwalekar
Prof. Jitendra Vir Singh (resigned effective April 12, 2003)
Mr. Philip Yea
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Strategic Financing Decisions
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Investors Relations
4
4
4
4
4
4
4
3
4
4
Four compensation committee meetings were held during the year ended March 31, 2003: on April
9, 2002, July 9, 2002, October 9, 2002 and January 9, 2003.
The compensation committee shall have the sole authority to retain and
terminate any compensation consultant to be used by the Company to assist in
the evaluation of CEO, executive directors or senior management compensation
and shall have the sole authority to approve the consultant's fees and other
retention terms. The compensation committee shall also have the authority to
obtain advice and assistance from internal or external legal, accounting or other
advisors.
2.3 Compensation Committee Report for the year ended March 31, 2003
The committee reviewed the performance of all executive directors and
approved the compensation payable to them for fiscal 2004, within the overall
limits approved by the shareholders. The committee also reviewed and approved
the compensation proposed for all the management council members for fiscal
2004. The committee also reviewed the grant of stock options on a sign-on and
regular basis to various employees of the company during the year.
The committee believes that the proposed compensation and benefits, along with
stock options, are adequate to motivate and retain the senior officers of the
company
The committee took on record the compensation committee charter in its
meeting held on October 9, 2002.
Save as disclosed, none of the directors had a material beneficial interest in any
contract of significance to which the company or any of its subsidiary
undertakings was a party, during the financial year.
Sd/
Bangalore
April 9, 2003
3. Nominations Committee
The nominations committee of the board consists exclusively of the following
non-executive, independent directors:
Mr. Claude Smadja, Chairman
Sen. Larry Pressler
Prof. Jitendra Vir Singh (resigned effective April 12, 2003)
Mr. Philip Yeo
3.1 Nominations Committee Charter Purpose
The purpose of the nominations committee is to ensure that the board of
directors is properly constituted to meet its fiduciary obligations to shareholders
and the Company To carry Out this purpose, the nominations committee shall:
(1) assist the board by identifying prospective director nominees and to select /
recommend to the board the director nominees for the next annual meeting of
shareholders; (2) oversee the evaluation of the board and management; and (3)
recommend to the board, director nominees for each committee.
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Strategic Financing Decisions
Number of meetings
held
Number of meetings
attended
4
4
4
4
4
3
4
4
Four nominations committee meetings were held during the year on April 9, 2002, July 9, 2002,
October 9, 2002 and January 9, 2003.
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3.3 Nominations Committee Report for the year ended March 31, 2003
Investors Relations
During the year, Mr. Phaneesh Murthy resigned from the directorship of the
company and the same was taken on record. Also the comittee took on record
the resignation of Prof. Jitendra Vir Singh effective April 12, 2003.
The committee approved the induction of Mr. Sridar Iyengar as an additional
director of the company and also recommended his induction into audit committee.
The committee discussed the issue of the retirement of members of the board
as per statutory requirements. As a third of the members have to retire every
year based on their date of appointment, Messrs. Srinath Batni, Sen. Larry
Pressler, Omkar Goswami and Rama Bijapurkar will retire in the ensuing
Annual General Meeting. The committee has recommended the resolution for
re-appointment of the retiring directors by the shareholders.
Sd/Bangalore
April 9, 2003
Claude Smadja
Chairman, nominations committee
Number of meetings
held
Number of meetings
attended
4
4
4
4
4
3
3
4
4
4
Four nominations committee meetings were held during the year on April 9, 2002, July 9, 2002,
October 9, 2002 and January 9, 2003.
4.2 Investors Grievance Committee Report for the year ended March
31, 2003
The committee expresses satisfaction with the company performance in dealing
with investors grievance and its share transfer system. It has also noted the
shareholding in dematerialised mode as on March 31, 2003 as being 99.18%.
Sd/Bangalore
April 9, 2003
Rama Bijapurkar
Member, investors grievance committee
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Strategic Financing Decisions
5. Investment Committee
The investment committee consists exclusively of executive directors:
Mr. N. R. Narayana Murthy, Chairman
Mr. Nandan M. Nilekani
Mr. S. Gopalakrishnan
Mr. K. Dinesh
Mr. S. D. Shibulal
Mr. T. V Mohandas Pai
Mr. Phaneesh Murthy (resigned on July 23, 2002)
Mr. Srinath Batni
Investment Committee Report for the year ended March 31, 2003
The committee has the mandate to approve investments in various corporate
bodies within statutory limits and the powers delegated by the hoard. During
the year, the committee approved an investment of USS 2.5 million (Rs. 12.25
crore) in Progeon Limited, majority owned subsidiary of Infosys.
Sd/Bangalore
April 9, 2003
N. R. Narayana Murthy
Chairman, investment committee
36
Nandan M. Nilekani
Chairman, share transfer committee
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D) MANAGEMENT REVIEW AND RESPONSIBILITY
Investors Relations
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Strategic Financing Decisions
E) SHAREHOLDERS
1. Disclosures Regarding Appointment or Re-appointment of Directors
According to the Articles of Association, one-third of the directors retire by
Rotarian and, if eligible, offer themselves for re-election at the Annual General
Meeting of shareholders. As per Article 122 of the Articles of Association,
Messrs. Srinath Batni, Sen. Larry Pressler, Omkar Goswami and Rama
Bijapurkar will retire in the ensuing Annual General Meeting. The board has
recommended the re-election of all the retiring directors.
In addition, Mr. Sridar Iyengar, who was appointed as an additional director
with effect from April 10, 2003, is eligible and is offering himself for
appointment as independent director of the company
The detailed resumes of all these directors are provided in the notice to the
Annual General Meeting.
2. Communication to Shareholders
Since June 1997, Infosys has been sending to each shareholder, quarterly
reports which contain audited financial statements under Indian GAAP and
unaudited financial statements under US GAAP, along with additional
information. Moreover, the quarterly and annual results are generally published
in The Economic Times, The Times of India, Business Standard, Business Line,
Financial Express and the Udayavani (a regional body of Bangalore). Quarterly
and annual financial statements, along with segmental information, are pasted on
the company website (w Earnings calls with analysts and investors are
broadcast live on the website, and their transcripts are pasted an the website
soon thereafter. Any specific presentations made to analysts and others are also
posted an the company website.
The proceedings of the Annual General Meeting is web-cast live an the
Internet to enable shareholders across the world to view the proceedings. The
archives of the video are also available an the company home page far future
reference to all the shareholders.
3. Investors Grievances and Share Transfer
As mentioned earlier, the company has a board-level investors grievance
committee to examine and redress shareholders' and investors' complaints. The
status an complaints and share transfers is reported to the full board. The
details of shares transferred and nature of complaints are provided in the
following chapter an Additional information to shareholders.
For matters regarding shares transferred in physical form, share certificates,
dividends, change of address, etc. shareholders should communicate with Karvy
Consultants Limited, the company's registrar and share transfer agent. Their
address is given in the section on Shareholder information.
4. Details of Non-compliance
There has been no non-compliance of any legal requirements by the company
nor has there been any strictures imposed by any stock exchange, SEBI or
SEC, on any matters relating to the capital market over the last three years.
5. General Body Meetings
Details of the last three Annual General Meetings are given in Table 8.
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Table 8: Date, time and venue of the last three AGMs
Financial year (ended)
Date
Time
Venue
1500 hrs
June 2, 2001
1500 hrs
June 8, 2002
1500 hrs
Investors Relations
Time
Venue
1500 hrs
6. Postal Ballots
For the year ended March 31, 2003, there have been no ordinary or special
resolutions passed by the company's shareholders that require a postal ballot.
However, the company has voluntarily decided to comply with the provisions of
postal ballot for all the resolutions placed before the shareholders in the AGM
to be held on June 14, 2003. The detailed instructions are provided in the notice
to the Annual General Meeting.
7. Auditors Certificate on Corporate Governance
As required by Clause 49 of the Listing Agreement, the auditor's certificate is
given as an annexure to the Directors' report.
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Strategic Financing Decisions
Complied with.
Complied with.
Complied with.
complied with.
Complied with.
Not applicable
Complied with.
Complied with.
Complied with.
Complied with.
Complied with.
Complied with.
Not applicable, as we do not have any proposal to replace the auditors. The
Companys Act is yet to be amended by the government to seek special resolution of
the shareholders in case of a replacement of an auditor. The audit committee consisting
fully of independent directors recommends the appointment of replacement of auditors.
Recommendation 2.8 Auditors annual certification of independence
The audit committee receives the certification of independence from both the internal
and statutory auditors every year.
Recommendation 2.9 Appointment of auditors
Complied with.
Complied with.
Not applicable
40
Complied with.
Complied with.
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Recommendation 4.3 Minimum board size of listed companies
Recommendation 4.4 Disclosure on duration of board meetings /
committee meetings
Complied with.
Investors Relations
Is being
complied with
from January
2003 meetings.
At present,
the law does
not permit
this.
Complied with.
Not applicable
Not applicable
Not applicable
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UNIT 18 FINANCIAL RESTRUCTURING
Objectives
The objectives of this unit are to:
provide an understanding of concept, motives and dimensions of corporate
restructuring;
explain concept, forms and motives of mergers;
assess merger as a source of value addition;
provide an understanding of criteria for determining exchanges rate;
explain process entailed in formulating merger and acquisition strategy;
throw light on divestiture and its financial assessment;
explain leveraged buyout, leveraged recapitalization, spin-offs, carve-outs,
reorganization of capital and financial reconstruction.
Structure
18.1
Introduction
18.2
Corporate Restructuring
18.3
Financial Restructuring
18.4
18.5
18.6
18.7
18.8
Divestitures
18.9
18.10
Leveraged Recapitalization
18.11
Reorganization of Capital
18.12
Financial Reconstruction
18.13
Summary
18.14
Key Words
18.15
Self-Assessment Questions
18.16
Further Readings
18.1
INTRODUCTION
The world has witnessed tectonic and tumultuous changes during the last two
decades in terms of unification of Germany, rising economic power of Japan
and NICs in the world market, dismantling of the erstwhile USSR, emergence
of new trade blocks, realignment of economic forces such as the unification of
the European Community, the North American Market, ASEAN, etc; formation
of WTO and far reaching changes in global trading regulations prescribed by it,
growing economic inter dependencies and globalization of markets, free flow of
capital and knowledge, following economic liberalization, greater interactions
among different financial systems of different countries, faster growth in world
trade, integration of world financial markets at unprecedented reforms across
the East European and South Asian Countries, and path breaking proliferation
and convergence of technologies. These changes along with fast changing
demographies of work force, cataclysmic change in personal, social, familial and
cultural values of people and rapidly moving customers tastes have not only
1
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Strategicincreased
Financingbusiness
Decisions complexities
18.2
Year
No.
1991
285
1992
842
1993
858
1994
872
1995
1208
1996
524
2000
447
2001
395
2002
290
CORPORATE RESTRUCTURING
A. Concept of Restructuring
Corporate Structuring is a process of redefining the basic line of business and
discovering a common thread for the firms existence and consolidation. Thus,
restructuring is a process by which a corporate enterprise seeks to alter what it
owes, refocus itself to specific tasks performance. This it does after making a
detailed analysis of itself at a point of time. At times restructuring would
radically alter a firms product market mix, capital structure, asset mix and
organization so as to enhance the value of the firm and attain competitive edge
on sustainable basis. While planning for restructuring, the management should
specify what type of business the firm can do most effectively. Those business/
market areas which offer little or no potential should be removed from the
basic business structure. Others having unsatisfactory earnings, poor competitive
position or management incapability should also be discontinued.
B. Motives for Restructuring
Corporate enterprises are motivated to restructure themselves in view of the
following forces:
The Government policy of liberalization, privatization and globalization
spurred many Indian organizations to restructure their product mix, market,
2
Financial Restructuring
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technologies etc. so as to meet the competitive challenges in terms of cost,
quality and delivery. Many organizations pursued the strategy of accessing
new market and customer segment. Convertibility of rupee has encouraged
many medium sized companies to operate in the global market.
Revolution in information technology facilitated companies to adopt new
changes in the field of communication for improving corporate performance.
Wrong diversification and divisionalization strategy has led many
organizations to revamp themselves. New business embraced by companies
in the past had to be dropped because of their irrelevance in the changed
environment. Product divisions which do not fit into companys care
business are being divested.
Improved productivity and cost reduction have necessitated downsizing of
the workforce.
Another plausible reason for restructuring is improved management. Some
companies are suffering because of inefficient management. Such
companies opted for change in top management.
At times, organizations are motivated to reorganize their financial structure
for improving the financial strength and improving operating performance.
C. Dimension of Restructuring
Corporate restructuring is a broad umbrella that covers the following:
Financial Restructuring: This involves decisions pertaining to acquisition,
mergers, divestitures, leveraged buyout, leveraged recapitalization,
reorganization of capital, etc.
Technological Restructuring: This involves decisions pertaining to
redesigning the business process through revamping existing technologies.
Market Restructuring: This involves decisions regarding product
market positioning to suit the changed situations.
Organizational Restructuring: During the post liberalization period many
Indian firms embarked on organizational restructuring programme through
regrouping the existing businesses into a few compact business units,
decentralization and delayering, downsizing, outsourcing non-value adding
activities and subcontracting.
You may please note that a good restructuring exercise consists of a mixture of
all these. These alterations have a significant impact on the firms balance
sheet or by exploiting unused financial capacity.
Activity 1
a) List out the five primary forces that forced Indian corporates to engage in
restructuring exercises.
....................................................................................................................
....................................................................................................................
....................................................................................................................
....................................................................................................................
b) Name three top business groups in India which embarked on restructuring
programmes.
....................................................................................................................
....................................................................................................................
....................................................................................................................
....................................................................................................................
3
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Strategic Financing Decisions
18.3
FINANCIAL RESTRUCTURING
Financial Restructuring
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Reverse Merger
It occurs when firms want to take advantage of tax savings under the Income
Tax Act (Section 72A) so that a healthy and profitable company is allowed the
benefit of carry forward losses when merged with a sick company. Godrej
soaps, which merged with the loss-making Godrej Innovative Chemicals is an
example of reverse merger.
Reverse merger can also occur when regulatory requirements need one to
become one kind of company or another. For example, the reverse merger of
ICICI into ICICI Bank.
Motives for Mergers
To Avail Operating Economics
Firms are merged to derive operating economies in terms of elimination of
duplicate facilities, reduction of cost, increased efficiency, better utilization
of capacities and adoption of latest technology. Operating economies at the
staff level can be achieved through centralization or combination of such
departmental as personnel accounting, advertising and finance which are
common to both organizations. Merger of Reliance Petrochemicals with
Reliance Industries was aimed at enhancing shareholders value by realizing
significant synergies of both the companies. Similarly, amalgamation of Asea
Ltd with Asea Browns Bover (ABB) was intended to avail of the benefits
of rationalization and synergy effects.
To Achieve Accelerated Growth
Both horizontal and vertical combination take place to achieve growth at
higher rate than the one accomplished through its normal process of internal
expansion. In fact, mergers and takeovers have played pivotal role in the
growth of most of the leading corporations of the world. Nearly two-thirds
of the giant public corporations in the USA are the outcome of mergers
and acquisitions.
To Take Advantage of Complementary Resources
It is in the vital interest of two firms to merge if they have complementary
resources each has each other needs. The two firms are worth more
together than apart because each acquires something it does not have and
gets it cheaper than it would by acting on its own. Also the merger may
open up opportunities that neither firm would pursue otherwise.
To Speed Up Diversification
Many companies join together to reduce business risk through diversification
of their operations. By merging with relatively more stable enterprise, a
company prone to wide cyclical swings may be able to minimize the degree
of instability in its earnings and improve its performance. Similarly, a small
company may be hesitant to launch a new product with a high potential
market because of high risk exposure to the projects, the potential loss will
not be as significant to the surviving company as to the small one. Recent
alliances of Jenson and Nicholson India Ltd. with Carl Scheneek A G, and
J K Corporation with Mitel of Canada are examples of acquisition based on
diversification motive.
To Combat Competitive Threats
Majority of the recent mergers struck in India were motivated to thwart
competitive challenges both from domestic as well as multinational
comapnies and achieve competitive edge over the rivals. The fear of
increasing competitive resulting from the tie up between Procter and
Gamble and Godrej Soaps forced Hindustan Lever to merge with TOMCO.
Recent alliance between Max India and GISTBrocades has made to
covert potential competitor into a partner.
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Strategic Financing
Decisions
To Access
to Latest
Technology
18.4
Financial Restructuring
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(ii) Determine the cost of acquiring firm Y. If payment is made in cash,
the cost of acquiring Y is equal to the cash payment minus Ys value
as a separate entity. Thus,
Cost = Cash paid Pvy
(iii) Determine the net present value to X of a merger with Y. It is
measured by the difference between the gain and cost. Thus,
NPV = gain cost
= W Pvxy (CashPvy)
If the difference is positive, it would be advisable to go ahead with the merger.
Example 1
Firm X has a value of Rs. 400 crore, and Y has a value of Rs. 100 crore.
Merging the two would allow cost savings with a present value of Rs. 50
crore. This is the gain from the merger. Thus,
Pvx = Rs. 400 crore
Pvy = Rs. 100 crore
Gain = W Pvxy = Rs. 50 crore
Pvxy = Rs. 550 crore
Suppose that Firm Y is bought for cash, say for Rs. 130 crore. The cost of
merger is:
Cost = Cash paid Pvy
= Rs. 130 crore Rs. 100 crore = Rs. 30 crore
Note that the owners of firm Y are ahead by Rs. 30 crore. Ys gain will be
Xs cost. Y has captured Rs. 30 crore of Rs. 50 crore merger gain. Firm Xs
gain will, therefore, be:
NPV = Rs. 50 crore Rs. 30 crore = Rs. 20 crore
In other words, firms Xs worth in the beginning is Pv = Rs. 400 crore. Its
worth after the merger comes to Pv = Rs. 400 crore and then it has to pay
out Rs. 130 crore to Ys stockholders. Net gain of Xs owners is
NPV = Wealth with merger Wealth without merger
= (Pvxycash) Pvx
= (Rs. 550 crore Rs.30 crore) Rs. 400 crore = Rs. 20 crore
In the above procedure, the target firms market value (Pvy) is taken into
consideration along with the changes in cash flow that would result from the
merger. It should be noted that it would be incorrect to undertak emerger
analysis on the basis of forecast of the target firms furture cash flows in
terms of incremental revenue or cost reductions attributable to the merger and
then discount them back to the present and compare with the purchase price.
This is for the fact that there are chances of large errors in valuing a business.
The estimated net gain may come up positive not because the merger makes
sense but simply because the analysts cash flow forecasts are too optimistic.
Estimating Cost When the Merger is financed by Stock
In the preceding discussion our assumption was that the acquiring firm pays
cash compensation to the acquired firm. In real life, compensation is usually
paid in stock. In such a situation, cost depends on the value of the shares in
new company received by the shareholders of the selling company. If the
sellers receive N shares, each worth Pxy, the cost is:
Cost = NX Pxy Pvy
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StrategicLet
Financing
Decisions
us consider
an
Financial Restructuring
example:
Example 2
Firm X is planning to acquire firm Y, the relevant financial details of the two
firms prior to the merger announcement are:
X
Rs. 100
Rs. 40
Number of shares
Rs. 50,000
Rs. 2,50,000
Rs. 50 lakh
Rs. 10 lakh
The merger deal is expected to bring gains which have a present value of Rs.
10 lakh. Firm X offers 125,000 shares in exchange for 250,000 shares to the
shareholders of firm Y.
The apparent cost of acquiring firm Y is:
125,000 X 100 10,000,000 = Rs. 25,00,000
However, the apparent cost may not be the true cost. X stock price in Rs.
100 before the merger announcement. At the announcement it ought to go up.
The true cost, when Ys shareholders get a fraction of the share capital of the
combined firm, is equal to:
Cost = aPvxy Pvy
In the above example, the share of Y in the combined entity will be:
a = 12,50,000/5,00,000 + 1,25,000 = 0.2
Terms of Merger
While designing the terms of merger management of both the firms would insist
on the exchange ratio that preserves the wealth of their shareholders. The
acquired firm (Firm X) would, therefore, like that the price per share of the
combined firm is atleast equal to the price per share of the firm X.
Pxy = Px ...................................... (1)
The market price per share of the combined firm (XY) is denoted as the
product of price earnings ratio and earnings per share:
Pxy = (PExy) (EPSxy) = Px ........ (2)
The earnings per share of the combined firm is denoted as:
EPSxy = Ex+Ey/Sx+Sy(Erx) ......... (3)
Here Erx represents the number of shares of firm X given in lieu of one share
of firm Y. Accordingly, Eq. 2 may be restated as:
Px = (Pexy)(Ex+Ey)/Sx+Sy(Erx) ... (4)
Solving Eq. 4 for Erx yields:
Erx = Sx/Sy + (Ex+Ey) (Pexy)/PxSy
Let us explain the process of determination of exchange rate with the help of
an example:
8
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Example 3
X corporation is contemplating to acquire Y corporation. Financial information
about the firms are setout below:
X
Rs. 10 lakh
Rs. 4 lakh
Rs. 5 lakh
Rs. 2 lakh
Rs. 6
Rs. 4
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StrategicSome
Financing
Decisions
of the
recent
HLL
Modern Foods
HINDALCO
INDAL
Sterlite Industries
Hindustan Zinc
Chhabrias
Shaw Wallace
Tatas
CMC
Hindujas
Ashok Leyland
Goenkas
Wipro
Ner Ve Wire
Satyam
India World
Gujarat Ambuja
DLF Cement
18.5
Mergers and acquisition should be planned carefully since they may not always
be helpful to the organizations seeking expansion and consolidation and
strengthening of financial position. Studies made by Mc Kinsey & Co. show
that during a given 10-year period, only 23 percent of the mergers ended up
recovering the costs incurred in the deal, much less shimmering synergistic
heights of glory. The American Management Association examined 54 big
mergers in the late 1980s and found that about half of them lead straight down
hill in productivity and profits or both.
Broadly speaking, acquisition strategy should be developed along the following
lines:
Laying down Objectives and Criteria
A firm embarking upon a strategy of expansion through acquisition must lay
down acquisition objectives and criteria. These criteria sum up the acquisition
requirements including the type of organization to be acquired and the type of
efforts required in the process. Laying down the corporate objectives and the
acquisition criteria ensures that resources are not dissipated on an acquisition
when these might more profitably be used to expand existing business activities.
Assessing Corporate Competence
A detailed and dispassionate study of the firms own capabilities should form an
integral part of acquisition planning. Such a study is done to make sure that the
firm possesses the necessary competence to carry out the acquisition
programme successfully. Once the corporate strengths have been formulated
the management should appoint an adhoc task force with a member of the top
management team to head this body and functional executives on its members
to carry out the pre-acquisition analysis, negotiate with the prospective firm and
integrate the firm, perform post-acquisition tasks and monitor acquisition results.
Locating Companies to Acquire
Before undertaking search process the central management should consider a
number of factors which have their significant bearing on the aquisition. Some
of these factors are listed below:
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1. Choice of Company: A firm keen to takeover another company
should look for companies with high growth potential and shortlist firms
with large assets, low capital bases with fully depreciated assets or
with large tracts of real estate or securities.
2. Type of Diversification: Success of acquisition also depends on form
of diversification. Success has been reported mostly in horizontal
acquisitions, where the company purchased belonged to the same
product-market as the acquirer. Success rate in the case of vertical
integrations has been relatively lower. Further, marketing-inspired
diversifications appeared to offer the lowest risk, but acquisitions
motivated by the desire to take advantage of a common technology
had the highest failure rate of all. Pure conglomerate acquisitions, which
tend to be in low technology industries, had a lower overall failure rate
than all forms of acquisition except horizontal purchases.
3. Market Share: Another variable influencing acquisition success is the
market share. Higher the market share, greater the success of
acquisition move. Kitchings study reveals that acquisition with market
shares of less than 5 percent for diversification moves had failure rates
of over 50 percent.
4. Size of Purchase: The size of an acquired firm in relation to the
acquirer is an important determinant of acquisition success. The
possibility of success increases with increase in size of the
acquisitionbecause acquisition of a large firm is likely to bring about
material change in corporate performance. For large purchases,
management makes a determined effort to ensure that the new
acquisition achieves the results expected of it quickly.
5. Profitability of Acquisitions: Success of acquisition also depends
upon profitability of the firm being acquired. Acquiring a loss making
firm may not ensure success unless the acquiring firm is equipped with
a skilled management, capable of handling such situations. It may,
therefore, be in firms are not available for sale or require the payment
of such a premium as to make their acquisitions unattractive.
Acquisition of highly promising organizations may be resisted by the
host country governments. The firm may go for low profit organizations
if they are at the bottom of their business cycle or when the
unprofitable assets are broken up and disposed off to return more than
the purchase price or where there are tax shields of losses to be
carry forward or other similar financial advantages.
Keeping in view the above factors, the acquiring firm should ascertain
what the potential firm can be for the organization which it cannot do
on its own, what the organization can do for the potential firm, what it
cannot do itself, what direct and tangible benefits or improvements
results from acquiring the potential firm and what is the intangible
value of these saving to the organization. In the same way, legal
procedures involved in acquisition must begin through in detail.
An enormous amount of information pertaining to the above aspects
gathered over a period of time is indispensable to a firm with an active
continuous acquisition programme. Commercial data are not readily
available everywhere. Financial data in particular is not reliable in some
countries due to varying accounting conventions and standards, local
tax patterns and financial market requirements. However, this should
not deter management from going ahead with its plan of acquiring
overseas firms. The desired information can be gathered particularly
through information service organizations such as Business International
and Economic Intelligence Unit, non-competing firms and from various
international publications like International Yellow Pages, the Exporters 11
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Strategic Financing
Decisions
Encyclopaedia
18.6
12
Mergers and acquisition may lead to exploitation of minority share holders, may
also stifle competition and encourage monopoly and monopolist corporate
behavior. Therefore, most of the countries have their own legal frame work to
regulate the merger and acquisition activities. In India, merger and acquisition
are regulated through the provision of companies Act 1956, the monopolies and
restrictive trade practices (MRTP) Act 1969, the Foreign exchange regulation
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Act (FERA) 1973, the income tax Act 1961, and the securities and exchange
board of India (SEBI) also regulates mergers and acquisition (take over).
Legal Measures Against Takeover:
The companys act restricts an individual or a group of people or a company in
acquiring shares in public limited company to 25 percent (including the share
held earlier) of the total paid up capital. However, the control group needs to
be informed when ever such holding exceeds 10 percent. When ever the
company, or group of individuals or individuals acquires the share of another
company in excess of the limits should take the approval of the share holders
and the Government.
In case of a hostile takeover bid companies have been given power to refuse
to register the transfer of shares and the company should inform the transfere
and transfer within 60 days. Hostile take over is said to have taken place in
case if
legal requirements relating to the transfer of share have not be complied
with or
the transfer is in contravention of law or
the transfer is prohibited by Court order
the transfer is not in the interests of the company and the public Protection
of minority shareholders interests
The interest of all the shareholders should be protected by offering the same
high price that is offered to the large share holders. Financial Institutions, banks
and few individuals may get most of the benefits because of their accessibility
to the process of the take-over deal market. It may be too late for small
investor before he knows about the proposal. The company act provides that a
purchaser can force the minority shareholders to sell their shares if.
1. The offer has been made to the shareholders of the company.
2. The offer has been approved by at least 90 percent of the shareholders
when transfer is involved within four months of making the offer.
Guidelines for Takeovers:
A listing agreement of the stock exchange contains the guidelines of takeovers.
The salient features of the guildelines are:
1. Notification to the Stock Exchange: If an individual or a company
acquires 5 percent or more of the voting capital of a company the stock
exchange shall be notified within 2 days of such acquisition.
2. Limit to Share Acquisition: An individual or a company which continues
acquiring the shares of another company without making any offer to share
holders until the individual or the company acquires 10 percent of the voting
capital.
3. Public Offer: If this limit is exceeded a public offer to purchase a
minimum of 20 percent of the shares shall be made to the remaining
shareholders.
4. Offer Price: The offer price should not be less than the highest price paid
in the paid in the past 6 months or the negotiated price.
Disclosure: The offer should disclose the detailed terms of offer in details of
existing holding.
Offer Document: The offer document should contains the offer and financial
information. The companies act guidelines for take over are to ensure full
disclosure about the merger and take over and to protect the interests of the
share holders.
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StrategicLegal
Financing
Decisions
Procedures:
18.7
Financial Restructuring
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As financial analyst, we must have a way to evaluate mergers and acquisitions.
The evaluator of acquisition should analyse the price paid for acquisition and its
impact on the share holders wealth. The shareholders wealth is interpreted by
different people in different ways. There are several methods of wealth
maximisation of share holders. The tools and techniques for the evaluation of
mergers are also used in support of the executive judgement and political
process in corporations.
When a company wants to acquire another company, its share holders have to
pay considerations to the shareholders of the company under acquisition. This
consideration is the value of the shares or assets of the company under
acquisition. The right kind of consideration to be paid its current market value
of the firm under acquisition. However, it is found in many of the acquisitions
that the current market value is minimum consideration to be offered, if the
consideration price to be paid is more than the current market price is at
premium. The premium may be paid because of the under valuation of the
shares or as an incentive to the share holders of the company under
acquisition. This would enable the acquiring company to have the controlling
right of the acquired company.
In 1932 the Lever Brothers (INDIA) began its manufacturing activity in India
(now Hindustan Lever Ltd) taking over North West South Co with a capacity
of 2,250 tones. Over the years and till the mid fifties Lever similarly acquired
sick factories at various other sites. The govt. got tough in 1969 with the
MRTP Legislation making takeover virtually impossible.
In the early eighties the Government accorded high priority to the revival of
sick units and enacted laws like the Industrial Reconstruction Bank of India Act
and other Sick Industrial Legislation.
Lever quickly saw an opportunity in taking over and reviving a sick company
viz. Stepehn Chemicals a Punjab based soaps and detergents firm. The
company was not in attractive shape, its outstanding debts stood at Rs. 6 crore
and its Rs. 3 crore capital had been wiped out by losses. But that did not deter
Lever from 10,000 tones of detergents and 7,200 tones of soaps that Stephen
had capacities for when lever started the lease. The Rs. 200 crore company
today rolls out more than 50,000 tonnes of soaps and detergents. The high point
of stephens success game four years ago is in the forefront of Lever war
against Nirma, Wheel washing power. Levers successful answer to Nirma
challenge was produced by Stephen.
The Stephen acquisition was followed by a chain of other sick units which
Lever snapped up and quickly revived.
Detergent Bar Manufacturer jon. Home products and Sunrise Chemicals, a
soap company in Rajakot. There is also a unique case of Shivalik cellulose a
Gujarat based paper plant which was set up in seventies, but turned sick
though it was a paper plant. Lever was interested. Taking Shivalik on a 24
years lease with an option to buy after five years; Lever turned the paper plant
into a 30,000 tones soap plant has kicked of production recently.
In the afternoon of 9th March 1993 Tata Oil Mill company Ltd (TOMCO)
informed the Bombay stock exchange about its intention to merge with the
Hindustan Lever Ltd. The Board of Directors of the two companies approved
the merger on 19th March, 1993, TOMCO is Rs. 4,460 million turn over (1992)
company and Levers Rs. 20,000 million.
Lever would control one-third of three million tonnes soaps and detergents
markets by this merger. Some competitors of Lever think that it will eliminate
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Strategiccompetition.
Financing Decisions
The management
16
Raasi Cements
Sales
632.50
410.19
Gross Profit
126.65
42.20
Net Profit
82.58
22.83
Equity
64.34
16.31
EPS (Rs)
12.83
13.99
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firm. The promoters of RCL sold their 32 percent equity to ICL. ICL and its
associates on the verge of picking up 8 percent from a transport contractor
who is also an the board of Raasi. ICL now plan to go ahead with an open
offer to mop up 20 percent at the earlier offered price of Rs. 300. This will
increase the total Stake in Raasi to nearly 78 percent. Dr. B. v Raju, managing
Director of Raasi said the The present take over regulation do not give
protection to technocrat promoter who cannot have large stake in companies.
The regulations should be modified to protect the technocrat entrepreneurs and
the government should seriously consider of introducing the buy back of
shares.
While the merger and acquisition may become direction less and corporate
conglomerates may end up with unanticipated added costs instead of anticipated
economies of scale, the benefits of a successful acquisition are powerful,
offering dominant market share, the strength of sheer size and unique
competitive advantage. But how does the bidder for takeover know before
hand whether the acquisition he is targeting will be worth the price he has to
pay?
Corporate India is in the grip of a new wave of mergers. It is take over time
again if you read the pink papers. The take over bazaar is brimming over with
companies waiting to be picked up. The volume of mergers & acquisitions deal
in the country is no match for similar deals currently struck abroad. One
International Mega deal the recently aborted one is between Glaxo and
Smithkilne Beecham will dwarf the total value of deal (roughly estimated at Rs.
2000 crore by market source) struck here over past few months.
Activity 1
Bharat Chemicals Ltd. is planning to merge Modern Fertilizers Ltd. Bharat
Chemicals has approached you to advise in this regard. Putting yourself in the
position of a financial consultant:
a) What information would you like to collect from the firms?
b) How would you evaluate feasibility of the proposal?
c) What important criteria would you take into account to determine exchange
rate between the two firms?
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Strategic Financing Decisions
18.8
DIVESTITURES
18.9
Financial Restructuring
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3. The debt is not intended to be permanent. It is designed to be paid down.
4. The sale is to the management of the division being sold.
5. Leveraged buyouts are cash purchases, as opposed to stock purchases.
6. The business unit involved invariably becomes a privately held company.
Pre-requisites to Success of LBO
1. The company must have a several year window of opportunity where
major expenditures can be deferred. Often it is a company having gone
through a heavy capital expenditure programme and whose plant is modern.
2. For the first several years, cash flows must be dedicated to debt service. If
the company has subsidiary assets that can be sold without adversely
impacting the core business, this may be attractive because sale of such
assets provides cash for debt service in the initial years.
3. The company must have stable, predictable operating cash flows.
4. The company should have adequate physical assets and/or brand names
which in times of need may lead to cash flows.
5. Highly competent and experienced management is critical to the success of LBO.
Example 5
Modern Manufacturing Ltd. (MML) has four divisions, viz; Chemical, Cement,
Fertilizers and Food. The Company desires to divest the Food Division. The
assets of this division have a book value of Rs. 240 lakh. The replacement
value of the assets is Rs. 340 lakh. If the division is liquidated, the assets
would fetch only Rs. 190 lakh. MML has decided to sell the division if it gets
Rs. 220 lakh in cash. The four top divisional executives are willing to acquire
the division through a leveraged buyout. They are able to come up with only
Rs. 6 lakh in personal capital among them. They approach a finance consultant
for financial assistance for the project.
The Finance Consultant prepares projections for the Food division on the
assumption that it will be run independently by the Four executives. The
consultant works out that cash flows of the division can support debt of Rs.
200 lakh it finds a finance company that is willing to lend Rs. 170 lakh for the
project. It has also located a private investor who is ready to invest Rs. 24
lakh in the equity if this project. Thus, the Food division of MML is acquired by
an independent company run by the four key executives, which is funded through
debt to the tune of Rs. 170 lakh and equity participation of Rs. 30 lakh.
In the above case, two forms of funds are employed:
Debt (Rs. 170 lakh) and equity (Rs. 30 lakh). Thus, LBO permits going private
with only moderate equity. The assets of the acquired division are used to
secure a large amount of debt. The equity holders are, of course, residual
owners. If things move as per plans and the debt is serviced according to
schedule, after 5 years they will own a healthy company with a moderate debt.
In any LBO, the first several years are key. If the company can repay debt
regularly, the interest burden declines resulting in improved operating earnings.
Two types of risks involved in LBO are: business risk arising out of
unsatisfactory performance of the company and the consequent failure to
service the debt and interest rate risk arising out of changing interest rates
which may, in case of sharp rise, involve increased financial burden.
Thus, the equity owners are playing a high-risk game and the principle of
leverage being a double-edged weapon becomes evident. Another potential
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Strategicproblem
Financing
Decisions
with
the need
20
But at times a minority carve-out can create a market for the subsidiary shares
and allows compensation schemes based on management ownership of shares
or stock options.
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18.11 REORGANIZATION OF CAPITAL
Reorganization of Capital refers to the restructuring of company by affecting
change in the capital structure of the company with a view to improving its
financial strength. It is an adjustment of gearing i.e. debt-equity ratio of the
company so as to maximize the wealth of the share owners.
Despite careful financial planning, a firm may be constrained to bring about
certain adjustments in its capital structure because of changes in business climate,
fluctuation of interest rates need to avoid unwanted leverage or to eliminate a
bond issue carrying prohibitively restrictive features and similar other situations.
In reorganization of capital a firm attempts to reduce total debt by reducing
fixed charges through raising fresh equity share capital. But when the equity is
higher, the cost of serving also tends to be higher which can be reduced by
relying more on debt for financing further expansion programmes. Firm may,
therefore, think of reducing fixed burden of debt financing through voluntary
extinction of bonds, extinction through refunding, extinction through redemption
and extinction through conversion.
Extinction Through Refunding
Refunding means substituting old bonds by new bond issue. The management
uses this method to take advantage of cheaper sources of financing. When
interest rate in the market drops and the management believes that the firm
can sell new bonds at a lower rate of interest than that being paid on
outstanding debts. Sometimes, to avoid bonds carrying unfavourable terms, the
management may be tempted to substitute old bonds by new ones. Also, a firm
which borrowed funds in its initial years at higher cost because of its weak
financial position may find subsequently when it gains strength that it can
procure loans at cheaper cost and at convenient terms.
Accordingly, the firm may take recourse to refunding as a means of reducing
its cost of capital. The management may also use refunding to consolidate
several existing bond issues to simplify their management. Among these
reasons, however, refunding is generally resorted to reduce cost of servicing
debt and to improve earning per share of the firm.
Before refunding an outstanding bond the finance manager must determine
whether or not refunding is profitable. Accordingly he must, as in capital
budgeting decision, match the costs of refunding against receipts as a result of
the refunding operation. It is only when receipts exceed costs, the management
should proceed ahead with refunding operation otherwise the idea of refunding
must be dropped.
Extinction Through Redemption
Redemption is the actual paying of the debt. Through redemption, the firm
extinguishes the bonded debt absolutely. this is possible only when bond issues
contain call privilege giving the firm the option to buy back the bonds at a
stated price before their maturity. The bond indenture provides the prices which
the firm pay the bondholder for a bond called for redemption before their
maturity. Generally, this redemption price is greater than the par value of the
bond. The actual price is fixed taking into account par value of the bond plus a
reasonable premium. This bonus is provided to enable the bondholder whose
bond has been called for redemption to take time to find another profitable
investment for his money without suffering any loss of interest.
When bonds are redeemed, the firm needs cash to take them up. There are
two methods of providing the cash, viz; (i) voluntary setting aside of moneys
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Strategicreceived
Financing
Decisions
from
earnings
22
(i)
(ii)
Determine new capital structure for the company to reduce fixed charges
so that there will be an adequate coverage margin. To reduce these fixed
charges, the total debt of the firm is reduced by shifting to income, bonds,
preferred stock and common stock. In addition, terms of the debt may be
changed. If it appears that the reconstructed company will need new
financing in the future, a more conservative ratio of debt to equity may
be thought of so as to provide for future financial flexibility.
(iii)
Valuation of the old securities and their exchange for new securities. In
general, all senior claims on assets must be settled in full before a junior
claim can be settled. In the exchange process, bondholders must receive
the par value of their bonds in another security before there can be any
distribution to preferred stockholders. The total valuation figure arrived at
in step 1 sets an upper limit on the amount of securities that can be issued.
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The existing capital structure of a company undergoing reconstruction is given
as under:
Rs. in lakhs
Debentures
18
Subordinated debentures
6
Preferred stock
12
Common stock equity (book value)
20
Total
Rs. 56
If the total valuation of the company is to be Rs. 40 lakh, the following could
be the new capital structure:
Rs. in lakhs
Debentures
6
Income bonds
12
Preferred stock
6
Common stock
16
Total
Rs. 40
After deciding about the appropriate capital structure for the company, the
new securities have got to be allocated. Thus, the debentureholders exchange
their Rs. 18 lakh in debentures for Rs. 6 lakh in new debentures and Rs. 12
lakh in income bonds, that the subordinated debentureholders exchange their
Rs.6 lakh in securities for preferred stock, and that preferred stock holders
exchange their securities for Rs. 12 lakh of common stockholders would then
be entitled to Rs. 4 lakh in stock in the reconstructed company, or 25 percent
of the total common stock of the reconstructed company.
Thus, exchange claim is settled in full before a junior claim is settled. In a harsh
reconstruction, debt instruments may be exchanged for common stock in the
newly reconstructed company and the old common stock may be eliminated
completely. Much depends on negotiation between the management and claimholders.
18.13 SUMMARY
In recent years majority of the Corporate Organizations across the globe
including India engaged in restructuring exercises so as to cope with increased
business complexities and uncertainties and improve their competitive strength.
Corporate restructuring exercises were financial, technological and organizational
in nature.
Mergers, acquisitions, takeovers, divestitures, spin-offs, leveraged buyouts,
leveraged recapitalization and financial reconstruction, as significant forms of
financial restructuring, have become a major force in the economic and
financial milieu all over the world.
Mergers, which subsume both absorption and consolidation, may take the form
of horizontal, vertical, conglomerate and reverse. The principle economic rule
for a merger is that value of the combined entity should be greater than the
sum of the independent values of the merging entities. The most cogent
reasons for merger are economies of scale, higher growth, advantage of
complementary resources, speedy diversification, access to latest technology,
larger market base, strong financial position and so on. The net economic
benefit of a merger is the difference between the present value of the combined
unit and the present value of the combining entities if they remain independent.
A divestiture represents sale of division or plant or unit of one firm to another.
Divestiture decisions are driven by a variety of motives such as raising capital,
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Strategiccurtailment
Financing Decisions
of losses,
24
1.
2.
Discuss various forms of mergers. What are the driving forces for
mergers & acquisitions?
3.
4.
What are the regulatory provisions in India regarding mergers and acquisitions?
5.
6.
What is the cost of a merger from the point of the acquiring company?
7.
How would you determine the present value of a merger from the point
of view of the acquiring company?
Financial Restructuring
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8.
What are the important bases for determining the exchange ratio?
9.
What are the salient features of divestitures? How would you assess
divestiture programme of a company?
10.
11.
12.
Under what circumstances does a firm reorganize its capital? What are
the various techniques of reorganization of capital?
13.
Divya Sugar Mills plans to acquire Shubhra Sugar Mills. The relevant
financial information are:
Divya Sugar Mills
Rs. 140
Rs. 64
40 lakh
30 lakh
The merger is expected to generate gains which have a present value of Rs.
400 lakh. The exchange rate agreed to is 0.5.
Compute the true cost of the merger from the view point of Divya Sugar Mills.
14.
Smriti Electronics
Rs. 40 lakh
40 lakh
20 lakh
Rs. 30
Rs. 20
(i) What is the maximum exchange ratio acceptable to the owners of Dolly
Electronics if the P/E ratio of the combined entity is 12 and there is no
synergy gain?
(ii) What is the minimum exchange ratio acceptable to the shareholders of
Smriti Electronics if the P/E of the combined entity is 11 and there is a
synergy benefit of 5 percent?
25