strategic financial management
TRANSCRIPT
Strategic Financial ManagementStrategic financial management refers to both, financial implications or aspects of various business strategies, and strategic management of finance.
It is an approach to management that relates financial techniques, tools and methodologies to strategic decisions making to have a long-term futuristic perspective of financial well being of the firm to facilitate growth, sustenance and competitive edge consistently.
Strategic Financial ManagementAn approach to management that applies financial techniques to strategic decision making.
Definition: “the application of financial techniques to strategic decisions in order to help achieve the decision-maker's objectives”
Strategy: a carefully devised plan of action to achieve a goal, or the art of developing or carrying out such a plan
Strategic Financial Management
Strategic Financial Management refers to both, financial implications or aspects of various business strategies, and strategic management of finances.
Strategic Financial DecisionsStrategic Financial Management Deals with:
1. Investment decisions Long Term Investment Decisions Short Term Investment Decision
1. Financing Decisions Best means of financing- Debt Equity Ratio
1. Liquidity Decisions Organization maintain adequate cash reserves or
kind such that the operations run smoothly
1. Dividend Decisions Disbursement of Dividend to Share holder and
Retained Earnings
5. Profitability Decisions
Strategic Financial DecisionsStrategic Financial Management also Deals with:
1. Valuation of the firm
2. Strategic Risk Management
3. Strategic investments analysis and capital budgeting
4. Corporate restructuring and financial aspects
5. Strategic financial evaluation
6. Strategic capital restructuring
7. Strategic international financial management
8. Strategic financial engineering and architecture
9. Strategic market expansion planning
10.Strategic compensation planning
11.Strategic innovation expenditure
12.Other business challenges
Investment decisionsThe investment decision relates to the selection of assets in which funds will be invested by a firm. The assets which can be acquired fall into two broad groups: (a) long-term assets (Capital Budgeting) (b) short-term or current assets (Working Capital Management).
(a) Long Term Investment Decisions
Capital Budgeting Capital budgeting is probably the most crucial financial decision of a firm. It relates to the selection of an asset or investment proposal or course of action whose benefits are likely to be available in future over the lifetime of the project.
Capital Budgeting decisions
Use Pay Back period, NPV, IRR, etc. for evaluation
Investment Decisions
(b)Short Term Investment DecisionWorking Capital Management : Working capital management is concerned with the management of current assets. It is an important and integral part of financial management as short-term survival is a prerequisite for long-term success.
Fixed Part of working capital –managed from long term funds
Fluctuating Part of Working Capital –managed from short term funds
Financing DecisionsThe second major decision involved in financial management is the financing decision. The investment decision is broadly concerned with the asset-mix or the composition of the assets of a firm. The concern of the financing decision is with the financing-mix or capital structure or leverage. There are two aspects of the financing decision.
First, the theory of capital structure which shows the theoretical relationship between the employment of debt and the return to the shareholders. The second aspect of the financing decision is the determination of an appropriate capital structure, given the facts of a particular case. Thus, the financing decision covers two interrelated aspects: (1) the capital structure theory, and (2) the capital structure decision.
Dividend DecisionsTwo alternatives are available in dealing with the profits of a firm.
(1)They can be distributed to the shareholders in the form of dividends or
(2)They can be retained in the business itself.
It depends on the dividend-pay out ratio, that is, what proportion of net profits should be paid out to the share holders.
It depends upon the preference of the shareholders and investment opportunities available within the firm
Profitability Management
The source of revenue has to be pre-decided to obtain profits in future.
It is closely related to investment decisions as revenue generation will be from operations, investments and divestments.
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Working Capital Decision
Gross working capital (GWC) GWC refers to the firm’s total investment in current assets.
Current assets are the assets which can be converted into cash within an accounting year (or operating cycle) and include cash, short-term securities, debtors, (accounts receivable or book debts) bills receivable and stock (inventory).
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Concepts of Working Capital
Net working capital (NWC).NWC refers to the difference between current
assets and current liabilities. Current liabilities (CL) are those claims of
outsiders which are expected to mature for payment within an accounting year and include creditors (accounts payable), bills payable, and outstanding expenses.
NWC can be positive or negative. Positive NWC = CA > CLNegative NWC = CA < CL
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Concepts of Working CapitalGWC focuses on
– Optimization of current investment – Financing of current assets
NWC focuses on – Liquidity position of the firm– Judicious mix of short-term and long-tern
financing
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Operating CycleOperating cycle is the time duration required to convert sales, after the conversion of resources into inventories, into cash. The operating cycle of a manufacturing company involves three phases:– Acquisition of resources such as raw material, labour,
power and fuel etc.– Manufacture of the product which includes conversion
of raw material into work-in-progress into finished goods.– Sale of the product either for cash or on credit. Credit
sales create account receivable for collection.
Working Capital ManagementReceivables Management
Investment in receivable• volume of credit sales• collection period
Credit policy• credit standards• credit terms• collection efforts
Cash Management
Working Capital ManagementInventory Management
Stocks of manufactured products and the material that make up the product.
Components:
• raw materials
• work-in-process
• finished goods
• stores and spares (supplies)
Working Capital Management
Cash Management
Cash management is concerned with the managing of:– cash flows into and out of the firm,– cash flows within the firm, and– cash balances held by the firm at a point of
time by financing deficit or investing surplus cash
Functions of Financial Manager
1. Financial Forecasting and Planning
2. Acquisition of funds
3. Investment of funds
4. Helping in Valuation Decisions
5. Maintain Proper Liquidity
Financial PolicyCriteria describing a corporation's choices regarding its debt/equity mix, currencies of denomination, maturity structure, method of financing investment projects, and hedging decisions with a goal of maximizing the value of the firm to some set of stockholders.Hedging: A strategy designed to reduce investment risk using call options, put options, short-selling, or futures contracts. Its purpose is to reduce the volatility of a portfolio by reducing the risk of loss.
Strategic planningStrategic planning is an organization's process of defining its strategy, or direction, and making decisions on allocating its resources to pursue this strategy, including its capital and people. Various business analysis techniques can be used in strategic planning, including SWOT analysis (Strengths, Weaknesses, Opportunities, and Threats ), PEST analysis (Political, Economic, Social, and Technological), STEER analysis (Socio-cultural, Technological, Economic, Ecological, and Regulatory factors), and EPISTEL (Environment, Political, Informatic, Social, Technological, Economic and Legal).
Strategic planning Strategic planning is the formal consideration of an organization's future course.
All strategic planning deals with at least one of three key questions:
"What do we do?"
"For whom do we do it?"
"How do we excel?"
In business strategic planning, some authors phrase the third question as "How can we beat or avoid competition?". (Bradford and Duncan, page 1). But this approach is more about defeating competitors than about excelling.
Strategic planning In many organizations, this is viewed as a process for determining where an organization is going over the next year or - more typically - 3 to 5 years (long term), although some extend their vision to 20 years.
In order to determine where it is going, the organization needs to know exactly where it stands, then determine where it wants to go and how it will get there. The resulting document is called the "strategic plan."
It is also true that strategic planning may be a tool for effectively plotting the direction of a company; however, strategic planning itself cannot foretell exactly how the market will evolve and what issues will surface in the coming days in order to plan your organizational strategy. Therefore, strategic innovation and tinkering with the 'strategic plan' have to be a cornerstone strategy for an organization to survive the turbulent business climate.
Characteristics of Strategic planning
Successful Strategic planning constitutes the following features. It should:
1. Exhibit impacts in daily routine
2. Facilitate dynamic, forward and backward thinking process
3. Counters repetitive patterns of mistakes, especially human tendencies
4. Remain clear and simple
5. Ensure planning is complete only when it is properly implemented
6. Designate a core planning team with a level of autonomy
7. Constitute collective leadership and involvement of key stakeholders in decision making
Mission and VisionMission: Defines the fundamental purpose
of an organization or an enterprise, succinctly describing why it exists and what it does to achieve its Vision
A Vision statement outlines what the organization wants to be, or how it wants the world in which it operates to be. It concentrates on the future. It is a source of inspiration. It provides clear decision-making criteria.
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Finance FunctionsInvestment or Long Term Asset Mix
Decision
Financing or Capital Mix Decision
Dividend or Profit Allocation Decision
Liquidity or Short Term Asset Mix Decision
Strategic Financial PlanningA Financial Plan is statement of what is to be done in a future time.
Most decisions have long lead times, which means they take a long time to implement.
In an uncertain world, this requires that decisions be made far in advance of their implementation
Strategic Financial PlanningIt formulates the method by which financial goals are to be achieved.
There are two dimensions:
1. A Time Frame– Short run is probably anything less than a year.
– Long run is anything over that; usually taken to be a two-year to five-year period.
2. A Level of Aggregation– Each division and operational unit should have a plan.
– As the capital-budgeting analyses of each of the firm’s divisions are added up, the firm aggregates these small projects as a big project.
Strategic Financial PlanningScenario AnalysisEach division might be asked to prepare three
different plans for the near term future:1. A Worst Case- This plan would require making the worst
possible assumptions about the companies products and the state of the economy
2. A Normal Case- This plan would require making the most likely assumptions about the company and the economy
3. A Best Case- Each divisions would be required to work out a case based on optimistic assumptions. It could involve new products and expansion.
Components of Financial StrategyStart-Up Costs
A new business venture, even those started by existing companies, has start-up costs. An existing manufacturer looking to release a new line of product has costs that may include new fabricating equipment, new packaging and a marketing plan. Include your start-up costs in your financial strategy.
Competitive Analysis
Your competition affects how you make money and how you spend money. The products and marketing activities of your competition should be included in your financial strategy. An analysis of how the competition will affect revenue needs to be included in your planning.
Ongoing Costs
Revenue
Components of Financial Strategy
Ongoing CostsThese include labor, materials, equipment maintenance, shipping and facilities costs, such as lease and utilities. Break down your ongoing cost projections into monthly numbers to include as part of your financial strategy.
RevenueIn order to create an effective financial strategy, you need to forecast revenue over the length of the project. A comprehensive revenue forecast is necessary when determining how much will be available to pay your ongoing costs, and how much will remain as profit.
Objectives and Goals
Goal: The Financial Goal of the firm should be shareholder’s wealth maximization, as reflected in the market value of the firm’s share.
Firms’ primary objective is maximizing the welfare of owners, but, in operational terms, they focus on the satisfaction of its customers through the production of goods and services needed by them
1-33
Objectives Of Financial ManagementThe term objective is used to in the sense of a goal or decision criteria for the three decisions involved in financial managementThe goal of the financial manager is to maximise the owners/shareholders wealth as reflected in share prices rather than profit/EPS maximisation because the latter ignores the timing of returns, does not directly consider cash flows and ignores risk. As key determinants of share price, both return and risk must be assessed by the financial manager when evaluating decision alternatives. The EVA is a popular measure to determine whether an investment positively contributes to the owners wealth.
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Objectives Of Financial Management
However, the wealth maximizing action of the finance managers should be consistent with the preservation of the wealth of stakeholders, that is, groups such as employees, customers, suppliers, creditors, owners and others who have a direct link to the firm.
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Finance Manager’s Role• Raising of Funds
• Allocation of Funds
• Profit Planning
• Understanding Capital Markets
Financial Goals• Profit maximization (profit after tax)
• Maximizing Earnings per Share
• Shareholder’s Wealth Maximization
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Profit Maximization
Maximizing the Rupee Income of Firm – Resources are efficiently utilized
– Appropriate measure of firm performance
– Serves interest of society also
37
Objections to Profit MaximizationIt is VagueIt Ignores the Timing of ReturnsIt Ignores RiskAssumes Perfect CompetitionIn new business environment profit
maximization is regarded as UnrealisticDifficultInappropriate Immoral.
38
Maximizing EPS
Ignores timing and risk of the expected benefit
Market value is not a function of EPS. Hence maximizing EPS will not result in highest price for company's shares
Maximizing EPS implies that the firm should make no dividend payment so long as funds can be invested at positive rate of return—such a policy may not always work
39
Shareholders’ Wealth Maximization
Maximizes the net present value of a course of action to shareholders.
Accounts for the timing and risk of the expected benefits.
Benefits are measured in terms of cash flows.
Fundamental objective—maximize the market value of the firm’s shares.
40
Risk-return Trade-offRisk and expected return move in tandem;
the greater the risk, the greater the expected return.
Financial decisions of the firm are guided by the risk-return trade-off.
The return and risk relationship: Return = Risk-free rate + Risk premium
Risk-free rate is a compensation for time and risk premium for risk.
41
Managers Versus Shareholders’ GoalsA company has stakeholders such as employees, debt-holders, consumers, suppliers, government and society.
Managers may perceive their role as reconciling conflicting objectives of stakeholders. This stakeholders’ view of managers’ role may compromise with the objective of SWM.
Managers may pursue their own personal goals at the cost of shareholders, or may play safe and create satisfactory wealth for shareholders than the maximum.
Managers may avoid taking high investment and financing risks that may otherwise be needed to maximize shareholders’ wealth. Such “satisfying” behaviour of managers will frustrate the objective of SWM as a normative guide.
42
Financial Goals and Firm’s Mission and Objectives
Firms’ primary objective is maximizing the welfare of owners, but, in operational terms, they focus on the satisfaction of its customers through the production of goods and services needed by themFirms state their vision, mission and values in broad terms
Wealth maximization is more appropriately a decision criterion, rather than an objective or a goal.
Goals or objectives are missions or basic purposes of a firm’s existence
43
Financial Goals and Firm’s Mission and Objectives
The shareholders’ wealth maximization is the second-level criterion ensuring that the decision meets the minimum standard of the economic performance.
In the final decision-making, the judgement of management plays the crucial role. The wealth maximization criterion would simply indicate whether an action is economically viable or not.
What Will the Planning Process Accomplish?
InteractionsThe plan must make explicit the linkages between
investment proposals and the firm’s financing choices.
OptionsThe plan provides an opportunity for the firm to weigh its
various options.
Feasibility- The different plans must fit into the overall corporation objective of maximizing shareholder wealth
Avoiding SurprisesOne of the purpose of financial planning is to avoid surprise.
Strategic Planning
Strategic Planning relates to planning in advance for a long period of time.
This facilitates predicting the future and devising a course of action well in advance.
It deals with future course of action consistent with the business environment changes.
Components of Strategic Planning 1. Vision- Organization visualizes what it would like to in
future
2. Mission- Deals with distinctive purpose which an organization is striving for. It declares the main concerns or priorities and principles of the business firm.
3. Goals – They are concrete aims which enhance the motivation of organization teams which prepare themselves in specific aspects.
4. Objectives- intend to put forward in precise terms what an organization wants to achieve, where it wants to be in future, what are the tasks that needs to be achieved in short spans of time.
Process of Strategic Planning 1.Visualizing ideal future
2.Identifying critical success factors
3.Analyzing the present status of the company both internal and external
4.Identifying core areas and core competencies and opportunities available in the environment
5.Focusing on core areas and devising strategy accordingly
6.Designing of long-range plan
7.Implementing plans and transition management
8.Reviewing and redesigning and updating and checking discrepancies
9.Achieving desired outcomes
Benefits of Strategic Planning 1. Development and articulation of the vision into mission
2. Standardization and innovation in the dimensions get included for the analysis for decision making
3. More acceptance throughout the organization and from stakeholders
4. Results into a more tolerant, enduring and dynamic organization
5. Opportunities in external environment can be tapped
6. Identifies competitive position and enables competitive advantage through growth and sustenance
Benefits of Strategic Planning 7. Cross functional approach integrates the systems for
implementation
8. Flow of vision and its orientation to all levels and departments in an organization
9. Well-directed inputs to reduce wastage are encouraged
10. Facilities prioritization and utilization of resources
11.Empowerment leads to commitment and contribution of ideas at all levels
12. The broad view of strategic level is transferred to narrower levels of the organization
Financial Planning Model:The Ingredients
1. Sales forecast
2. Pro forma statements
3. Asset requirements
4. Financial requirements
5. Plug
6. Economic assumptions
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1. Sales Forecast All financial plans require a sales
forecast. Perfect foreknowledge is impossible
since sales depend on the uncertain future state of the economy.
Businesses that specialize in macroeconomic and industry projects can be help in estimating sales.
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2. Pro Forma Statements
The financial plan will have a forecast balance sheet, a forecast income statement, and a forecast sources-and-uses-of-cash statement.
These are called pro forma statements or pro formas.
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3. Asset Requirements
The financial plan will describe projected capital spending.
In addition it will the discuss the proposed uses of net working capital.
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4. Financial Requirements
The plan will include a section on financing arrangements.
Dividend policy and capital structure policy should be addressed.
If new funds are to be raised, the plan should consider what kinds of securities must be sold and what methods of issuance are most appropriate.
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5. Plug Compatibility across various growth targets will
usually require adjustment in a third variable. Suppose a financial planner assumes that
sales, costs, and net income will rise at g1. Further, suppose that the planner desires assets and liabilities to grow at a different rate, g2. These two rates may be incompatible unless a third variable is adjusted.
For example, compatibility may only be reached if outstanding stock grows at a third rate, g3.
Compatibility across various growth targets will usually require adjustment in a third variable.
Suppose a financial planner assumes that sales, costs, and net income will rise at g1. Further, suppose that the planner desires assets and liabilities to grow at a different rate, g2. These two rates may be incompatible unless a third variable is adjusted.
For example, compatibility may only be reached if outstanding stock grows at a third rate, g3.
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6. Economic Assumptions
The plan must explicitly state the economic environment in which the firm expects to reside over the life of the plan.
Interest rate forecasts are part of the plan.
The plan must explicitly state the economic environment in which the firm expects to reside over the life of the plan.
Interest rate forecasts are part of the plan.
9S Model of SFMNine S Model combines the quantitative and qualitative skills of a strategist.
1.Sanctity
2.Selectivity
3.System
4.Strategic Cost Management
5.Sensitivity
6.Sustainability
7.Superiority
8.Structural Flexibility
9.Soul Searching
9S Model of SFM1. Sanctity refers to the ‘ethical economics’ of
business. This approach offers a long-term, sustainable ‘brand-equity’ to the enterprise which ultimately reduces every cost at every stage of a product life cycle.
2. Selectivity refers to the most appropriate business choices based on an enterprise's core competence. SFM should concentrate on building up a most flexible core competence together with strategic cost mangement.
9S Model of SFM3. System- emphasizes the need for a supportive mechanism to make ‘SFM’ a continued success. It refers to the technological, accounting, information and operational systems of an enterprise.
4. Strategic Cost Management- is the micro-level strategic analysis of various cost-structure and cost implications. Some of costing methods are; Activity Based Costing (or Objective Based Costing), Life Cycle Costing, Notional Cost Benefit Analysis, Cost analysis for establishing the validity of a certain value-chain of an enterprise, etc.
9S Model of SFM5.Sensitivity- It is to know the strategic use of every piece of information. It convert technical data into commercial data. Sensitivity depends on the capacity to transform ‘x’ information into ‘y’ in minimum possible amount of cost and time.
6. Sustainability- of performance is a matter of long-term strategic planning. Strategic plan requires a very careful combination of ‘business strategy ‘ and ‘business funding strategy’. It also means ‘managing new competitors’ with extra cost on sustenance’.
Superiority
Structural Flexibility
Soul Searching
9S Model of SFM7. Superiority- refers to the position of ‘Leadership’ that an enterprise must attain in the market. SFM should aim at maintaining both positions in the same market and little paradoxical.
8. Structural Flexibility- It is the sum total of the qualitative and quantitative adaptability and adjustability of an organization. Sunk cost, Committed cost, Engineered cost, Capacity Costa, Burden costs and corrective cost could be huge if structural flexibility is absent.
9S Model of SFM9. Soul Searching- It is based on continuous bench marking and requires a tremendous amount of financial alertness, innovation and total exposure to new variables and parameters.
It also refers to establishing new heights of achievement and newer core-competences.
The 9 references of SFM ultimately aim for, ‘Wealth Maximization through the accelerating Effect’.
Strategic planningStrategic planning is an organization's process of defining its strategy, or direction, and making decisions on allocating its resources to pursue this strategy, including its capital and people.
Strategic planningVarious business analysis techniques can be used in strategic planning, including SWOT analysis (Strengths, Weaknesses, Opportunities, and Threats ), PEST analysis (Political, Economic, Social, and Technological), STEER analysis (Socio-cultural, Technological, Economic, Ecological, and Regulatory factors), and EPISTEL (Environment, Political, Informatic, Social, Technological, Economic and Legal).
Strategic planning Strategic planning is the formal consideration of an organization's future course.
All strategic planning deals with at least one of three key questions:
"What do we do?"
"For whom do we do it?"
"How do we excel?"
In business strategic planning, some authors phrase the third question as "How can we beat or avoid competition?". (Bradford and Duncan, page 1). But this approach is more about defeating competitors than about excelling.
Strategic planning In many organizations, this is viewed as a process for determining where an organization is going over the next year or - more typically - 3 to 5 years (long term), although some extend their vision to 20 years.
In order to determine where it is going, the organization needs to know exactly where it stands, then determine where it wants to go and how it will get there. The resulting document is called the "strategic plan."
It is also true that strategic planning may be a tool for effectively plotting the direction of a company; however, strategic planning itself cannot foretell exactly how the market will evolve and what issues will surface in the coming days in order to plan your organizational strategy. Therefore, strategic innovation and tinkering with the 'strategic plan' have to be a cornerstone strategy for an organization to survive the turbulent business climate.
Characteristics of Strategic planningSuccessful Strategic planning constitutes the following features. It should:
1. Exhibit impacts in daily routine
2. Facilitate dynamic, forward and backward thinking process
3. Counters repetitive patterns of mistakes, especially human tendencies
4. Remain clear and simple
5. Ensure planning is complete only when it is properly implemented
6. Designate a core planning team with a level of autonomy
7. Constitute collective leadership and involvement of key stakeholders in decision making
Components of Strategic Planning 1. Vision- Organization visualizes what it would like to in
future
2. Mission- Deals with distinctive purpose which an organization is striving for. It declares the main concerns or priorities and principles of the business firm.
3. Goals – They are concrete aims which enhance the motivation of organization teams which prepare themselves in specific aspects.
4. Objectives- intend to put forward in precise terms what an organization wants to achieve, where it wants to be in future, what are the tasks that needs to be achieved in short spans of time.
VisionA Vision statement outlines what the organization wants to be, or how it wants the world in which it operates to be. It concentrates on the future. It is a source of inspiration. It provides clear decision-making criteria.Every organization visualizes what it would like to be in future.Vision describes a wishful long-term desire of the company with out mentioning the steps or plans to be used in order to set the target.
MissionMission: Defines the fundamental purpose of an organization or an enterprise, describing why it exists and what it does to achieve its Vision.
Mission deals with a distinctive Purpose which a organization is striving for. A well defined mission statement declares the main concerns or priorities and principles of the business firm
ObjectivesObjectives intend to put forward in precise terms what an organization wants to achieve where it wants to be in future, what are the tasks that needs to be achieved in short spans of time to achieve the future objectives and goals.
GoalsGoals are the concrete aims or targets which enhance the motivation of the organizational teams which prepare themselves in specific aspects.
Goals provide the benefit of breaking down or fragmenting the broader mission into more concert and clear tasks that are understandable, and responsibilities are allocated to individuals and teams in the organization.
Financial Objectives and Goals
Goal: The Financial Goal of the firm should be shareholder’s wealth maximization, as reflected in the market value of the firm’s share.
Firms’ primary objective is maximizing the welfare of owners, but, in operational terms, they focus on the satisfaction of its customers through the production of goods and services needed by them
1-77
Objectives Of Financial ManagementThe term objective is used to in the sense of a goal or decision criteria for the three decisions involved in financial managementThe goal of the financial manager is to maximise the owners/shareholders wealth as reflected in share prices rather than profit/EPS maximisation because the latter ignores the timing of returns, does not directly consider cash flows and ignores risk. As key determinants of share price, both return and risk must be assessed by the financial manager when evaluating decision alternatives. The EVA is a popular measure to determine whether an investment positively contributes to the owners wealth.
1-78
Objectives Of Financial Management
However, the wealth maximizing action of the finance managers should be consistent with the preservation of the wealth of stakeholders, that is, groups such as employees, customers, suppliers, creditors, owners and others who have a direct link to the firm.
79
Finance Manager’s Role• Raising of Funds
• Allocation of Funds
• Profit Planning
• Understanding Capital Markets
Financial Goals• Profit maximization (profit after tax)
• Maximizing Earnings per Share
• Shareholder’s Wealth Maximization
Strategic Financial PlanningA Financial Plan is statement of what is to be done in a future time.
Most decisions have long lead times, which means they take a long time to implement.
In an uncertain world, this requires that decisions be made far in advance of their implementation
Strategic Financial PlanningIt formulates the method by which financial goals are to be achieved.
There are two dimensions:
1. A Time Frame– Short run is probably anything less than a year.
– Long run is anything over that; usually taken to be a two-year to five-year period.
2. A Level of Aggregation– Each division and operational unit should have a plan.
– As the capital-budgeting analyses of each of the firm’s divisions are added up, the firm aggregates these small projects as a big project.
Strategic Financial PlanningScenario AnalysisEach division might be asked to prepare three
different plans for the near term future:1. A Worst Case- This plan would require making the worst
possible assumptions about the companies products and the state of the economy
2. A Normal Case- This plan would require making the most likely assumptions about the company and the economy
3. A Best Case- Each divisions would be required to work out a case based on optimistic assumptions. It could involve new products and expansion.
Components of Financial StrategyStart-Up Costs
A new business venture, even those started by existing companies, has start-up costs. An existing manufacturer looking to release a new line of product has costs that may include new fabricating equipment, new packaging and a marketing plan. Include your start-up costs in your financial strategy.
Competitive Analysis
Your competition affects how you make money and how you spend money. The products and marketing activities of your competition should be included in your financial strategy. An analysis of how the competition will affect revenue needs to be included in your planning.
Ongoing Costs
Revenue
Components of Financial Strategy
Ongoing CostsThese include labor, materials, equipment maintenance, shipping and facilities costs, such as lease and utilities. Break down your ongoing cost projections into monthly numbers to include as part of your financial strategy.
RevenueIn order to create an effective financial strategy, you need to forecast revenue over the length of the project. A comprehensive revenue forecast is necessary when determining how much will be available to pay your ongoing costs, and how much will remain as profit.
85
Objections to Profit MaximizationIt is VagueIt Ignores the Timing of ReturnsIt Ignores RiskAssumes Perfect CompetitionIn new business environment profit
maximization is regarded as UnrealisticDifficultInappropriate Immoral.
86
Maximizing EPS
Ignores timing and risk of the expected benefit
Market value is not a function of EPS. Hence maximizing EPS will not result in highest price for company's shares
Maximizing EPS implies that the firm should make no dividend payment so long as funds can be invested at positive rate of return—such a policy may not always work
87
Shareholders’ Wealth Maximization
Maximizes the net present value of a course of action to shareholders.
Accounts for the timing and risk of the expected benefits.
Benefits are measured in terms of cash flows.
Fundamental objective—maximize the market value of the firm’s shares.
88
Risk-return Trade-offRisk and expected return move in tandem;
the greater the risk, the greater the expected return.
Financial decisions of the firm are guided by the risk-return trade-off.
The return and risk relationship: Return = Risk-free rate + Risk premium
Risk-free rate is a compensation for time and risk premium for risk.
89
Managers Versus Shareholders’ GoalsA company has stakeholders such as employees, debt-holders, consumers, suppliers, government and society.
Managers may perceive their role as reconciling conflicting objectives of stakeholders. This stakeholders’ view of managers’ role may compromise with the objective of SWM.
Managers may pursue their own personal goals at the cost of shareholders, or may play safe and create satisfactory wealth for shareholders than the maximum.
Managers may avoid taking high investment and financing risks that may otherwise be needed to maximize shareholders’ wealth. Such “satisfying” behaviour of managers will frustrate the objective of SWM as a normative guide.
90
Financial Goals and Firm’s Mission and Objectives
Firms’ primary objective is maximizing the welfare of owners, but, in operational terms, they focus on the satisfaction of its customers through the production of goods and services needed by themFirms state their vision, mission and values in broad terms
Wealth maximization is more appropriately a decision criterion, rather than an objective or a goal.
Goals or objectives are missions or basic purposes of a firm’s existence
91
Financial Goals and Firm’s Mission and Objectives
The shareholders’ wealth maximization is the second-level criterion ensuring that the decision meets the minimum standard of the economic performance.
In the final decision-making, the judgement of management plays the crucial role. The wealth maximization criterion would simply indicate whether an action is economically viable or not.
What Will the Planning Process Accomplish?
InteractionsThe plan must make explicit the linkages between
investment proposals and the firm’s financing choices.
OptionsThe plan provides an opportunity for the firm to weigh its
various options.
Feasibility- The different plans must fit into the overall corporation objective of maximizing shareholder wealth
Avoiding SurprisesOne of the purpose of financial planning is to avoid surprise.
Costs and BenefitsFinancial executives do financial cost benefit analysis. IRR is a method of cost analysis in certain cases and Economic Rate of Return (ERR) should replace the IRR for adequate and rational appraisal of the same project in both the economy.
Indicative Cost –Benefit-Analysis may be useful for highly subjective decisions or judgments.
The indicative or relative significance of various variables deciding the ultimate outcome of the decision making process can be used for approximate cost benefit analysis.
Costs and BenefitsOngoing business processes require a quick ‘incremental Cost-Benefit analysis’ for quick conclusions.
As long as incremental profit exceeds incremental costs, the project is worth while.
Sustainable Net incremental Benefit is very often a strategic decision. It also require a lot of strategic analysis based on a long-tem appraisal of the uncertainty involved.
Costs and BenefitsThe long term project will have to be assessed with an average Cost Benefit Analysis (CBA) for the project’s life cycle.
CBA with strategic perspective is of vital significance.
Multi-product or multi-locational enterprises always makes use of CBA in totality.
LIFE CYCLE COASTING (LCC) is commonly used of the ‘life-cycle strategy formulations of a project.
LIFE CYCLE COASTING (LCC)LCC involve the analysis of the following cost:
1.Cost of Launching
2.Cost of early corrections
3.Cost of take of
4.Cost of consolidation
5.Cost of leadership
6.Cost of Sustainance
7.Cost of Revival
8. Cost of withdrawal from market
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RISK AND UNCERTAINTY There are two types of expectations individuals may have about the future- – Certainty, and – uncertainty
Risk describes a situation where there is not just one possible outcome, but an array of potential returns. Also there are various probabilities for each of the probable returns.Risk refers to a set of unique outcomes for a given event which can be assigned probabilities while uncertainty refers to the outcomes of a given event which are too unsecure to be assigned probabilities.
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Risk and UncertaintyRisk refers to the variability in the actual returns vis-à-vis the estimated returns, in terms of cash flows.
Risk is an integral part of investment decision. The uncertainty related with the returns from an investment brings risk into an investment.The possibility of variation of actual return from the expected return is known as risk.
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Definition of RiskRisk may be defined as “ the chance of future loss that can be foreseen”Risk is the potential for variability in return.
Risk involved in capital budgeting can be measured in absolute as well as relative terms. The absolute measures of risk include sensitivity analysis, simulation and standard deviation. The coefficient of variation is a relative measure of risk.
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Nature of RiskRisk exists because of the inability of the decision-maker to make perfect forecasts.In formal terms, the risk associated with an investment may be defined as the variability that is likely to occur in the future returns from the investment.Three broad categories of the events influencing the investment forecasts:
– General economic conditions – Industry factors – Company factors
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Types of Risk
Risk
1. Business Riska) Internal Business Risk
b) External Business Risk
2. Financial Risk
Unsystematic Risk
1. Interest Rate Risk
2. Market Risk
3. Purchasing Power Risk
4. Exchange Rate Risk
Systematic Risk
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Types of RiskIt is classified into mainly two types.1. Systematic Risk2. Unsystematic Risk
Systematic Risk is the risk which is directly related with overall movement in general market or economy. This type of risk covers factors which are external to a particular company and are uncontrollable by the company.
Unsystematic Risk refers to variability in returns caused by unique factors relating to that firm or industry like management failure, labor strikes, and shortage of raw material. There are two source of unsystematic or unique risk –business risk and financial risk.
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Unsystematic Risk 1. Business Risk2. Financial Risk
1. Business Risk is the variability in operating income due operating conditions of the company. This can be divided into two types
a. Internal Business RiskFactors affecting Internal Business Risk are:Fluctuation in SaleResearch and developmentPersonnel managementFixed costSingle product
b. External Business RiskResult of operating conditions imposed on the firm circumstances beyond its control.Social and regulatory factorsPolitical RiskBusiness cycle
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Unsystematic Risk 2. Financial RiskIt refers to the variability in return due to capital structure.The use of debt with owned funds to increase the return of shareholders is known as financial leverage.If the earnings are low, it may lead to bankruptcy to equity shareholders.Financial risk considers the difference between EBIT and EBT Business risk causes the variation between revenue and EBIT. Financial risk can be avoided by management by reducing borrowed funds
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Risk and UncertaintyRisk refers to situation in which the decision maker knows the possible consequences of an investment decision whereas Uncertainty involves a situation about which the likelihood of possible outcome is not known.
Risk is the consequence of making wrong decision and due to this, the decision that is made is uncertain.The bigger the risk, the greater the uncertainty.
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Types of UncertaintyUncertainty can be classified into the following categories.1.Market Uncertainty- caused by factors which are external to the economy.2.Technical Uncertainty- caused by technical factors like size of production or change in technology3.Competitive Uncertainty- due to action of competitors4.Technological Uncertainty- non availability of technology5.Political Uncertainty- Due to Unstable political system
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Source of Uncertainty1.Information incomplete2.Reliability of source of Information3.Variability- Parameters which change over time4.Linguistic imprecision- People using imprecise terms and expression in communication
Causes or Reasons of Risk and Uncertainty
1. Nature of investment2. Maturity period3. Amount of investment4. Bias in data and its
assessment5. Misinterpretation of data6. Non-availability of
managerial talents7. Method of investment
8. Nature of Business9. Terms of lending10. Wrong timing of investment11. Nature of calamities (disasters)
12. Wrong investment decision13. Creditworthiness of issuer14. Obsolescence15. Salvage ability of investment
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Investment Decision Under Risk and Uncertainty
Types of Investment Decision1.Certainty (No Risk)-The estimated returns are equal to the actual return2.Uncertainty- An uncertain situation in one when probabilities of occurrence of a particular event are not known. In the case of uncertainty, future loss cannot be foreseen. So, it cannot be planned in advance by management3.Risk- A risky situation is one in which the probabilities of a particular event’s occurrence are known. In the case of risk, chance of future loss can be foreseen due to past experiences.
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TECHNIQUES OF INVESTMENT DECISIONS
Investment decision techniques refer to the choice by several decision makers of possible outcomes and probabilities of their occurrence under risk and uncertainty.An investment decision always involve a trade-off between risk and return.Assessing risk and incorporating the same in the final decision is an integral part of financial analysis.
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TECHNIQUES OF INVESTMENT DECISIONS
The main techniques of decision making under the conditions of risk and uncertainty:1.Risk-adjusted discount rate2.Certainty equivalent method or approach3.Statistical Methods
a) Standard deviation methodb) Coefficient of variation methodc) Sensitivity analysisd) Simulation methode) Probability and expected value methodf) Decision Tree analysis
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Risk Adjusted Discount Rate
In this approach a risk premium is added to the risk free discount rate. Risk adjusted discount rate is than used to calculate net present value in the normal manner.
Drawbacks of risk-adjusted discount rate method : Risk-adjusted discount rate method relies on accurate assessment of the riskiness of a project. Risk perception and judgment are subjective and susceptible to personal bias.
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Risk-Adjusted Discount RateRisk-adjusted discount rate, will allow for both time preference and risk preference and will be a sum of the risk-free rate and the risk-premium rate reflecting the investor’s attitude towards risk.
Under CAPM, the risk-premium is the difference between the market rate of return and the risk-free rate multiplied by the beta of the project.
= 0
NCFNPV =
(1 )
nt
tt k+∑
f rk = k + k
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Risk Adjusted Discount Rate (RADR)A project is required to invest Rs. 1,10,000 and is expected to generate cash flows after tax over its economic life of 5 years of Rs. 20,000, Rs. 30,000, Rs. 35000, Rs. 55,000 and Rs. 10,000. Risk free interest rate is 7%, and risk premium 3%. Calculate NPV using RADR method.RADR=Risk free rate + risk premium=7+3=10%
Years CFATDiscount Factor
(10%) PV1 20000 0.909 18181.822 30000 0.826 24793.393 35000 0.751 26296.024 55000 0.683 37565.745 10000 0.621 6209.21
Total Present Value of Cash Inflow 113046.18110000.00
3046.18Cash Out Flow
NPV
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Evaluation of Risk-adjusted Discount RateThe following are the advantages of risk-adjusted discount rate method:
– It is simple and can be easily understood.– It has a great deal of intuitive appeal for risk-averse businessman.– It incorporates an attitude (risk-aversion) towards uncertainty.
This approach, however, suffers from the following limitations:
– There is no easy way of deriving a risk-adjusted discount rate. As discussed earlier, CAPM provides for a basis of calculating the risk-adjusted discount rate. Its use has yet to pick up in practice.
– It does not make any risk adjustment in the numerator for the cash flows that are forecast over the future years.
– It is based on the assumption that investors are risk-averse. Though it is generally true, there exists a category of risk seekers who do not demand premium for assuming risks; they are willing to pay a premium to take risks.
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Certainty EquivalentCertainty-equivalent is a common procedure for dealing with risk in capital budgeting to reduce the forecast the cash flows to some conservative levels.There is a certainty-equivalent cash flow for all projects.
Certainty-equivalent approach may be expressed as:
Where NCF= the forecasts of net cash flow with out risk-adjustmentα= the risk adjustment factor or certainty equivalent coefficient k- risk free rate assumed to be constant for all period
= 0
NCFNPV =
(1 )f
nt t
tt k
α+
∑
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Vikas Publishing House Pvt. Ltd.
Certainty-equivalent coefficient α assumes a value between 0 and 1
If the investor feels that only 80% of expected cash flow is certain, the Certainty-equivalent coefficient will be .80
Certainty-equivalent coefficient can be determined as a relationship between the certain cash flows and risky cash flows. That is
If expected cash flow is 80,000 and certain cash flow is 60,000 the
Certainty-equivalent coefficient α= 60,000/80,000=0.75
*NCF Certain net cash flow =
NCF Risky net cash flowt
tt
α =
Certainty Equivalent
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Reduce the forecasts of cash flows to some conservative levels.The certainty—equivalent coefficient assumes a value between 0 and 1, and varies inversely with risk. Decision-maker subjectively or objectively establishes the coefficients.The certainty—equivalent coefficient can be determined as a relationship between the certain cash flows and the risky cash flows.
= 0
NCFNPV =
(1 )f
nt t
tt k
α+
∑
*NCF Certain net cash flow =
NCF Risky net cash flowt
tt
α =
Certainty Equivalent
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Certainty EquivalentSky Way Ltd. is considering an investment proposal which requires 20 lakhs. The expected cash inflow and certainty coefficients are given below: Risk Free interest rate is 6%. Determine NPV of proposal
Year Cash InflowCertainty Coefficient
1 600000 0.90
2 300000 0.85
3 700000 0.80
4 800000 0.75
5 900000 0.65
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Certainty Equivalent (NPV)Sky Way Ltd. is considering an investment proposal which requires 20 lakhs. The expected cash inflow and certainty coefficients are given below: Risk Free interest rate is 6%. Determine NPV of proposal
YearCash Inflow
Certainty Coefficient
Certain Cash In Flow
Discount Factor (6%)
Present Value
1 600000 0.90 540000 0.94 509433.962 300000 0.85 255000 0.89 226949.093 700000 0.80 560000 0.84 470186.804 800000 0.75 600000 0.79 475256.205 900000 0.65 585000 0.75 437146.03
2118972.082000000.00
118972.08
Present Value of Cash InflowPresent Value of Cash OutflowNet Present Value
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Certainty Equivalent (IRR)A company is considering an investment proposal whose cost is Rs. 10000 and its economic life is 4 years. Expected cash flow and certainty factor is given. Determine IRR.
Year Cash InflowCertainty Coefficient
1 6667 0.902 2500 0.803 2000 0.504 12500 0.40
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Certainty Equivalent (IRR)
(10841-10000) 841
IRR=12+ ------------------- x 2= 12 + ----- x 2
(11274-10841) 432.92
=12+3.886=15.886%
Year Cash InflowCertainty Coefficient
Certain Cash In Flow
D.F (10%) P V
D.F (12%) P V
1 6667 0.90 6000 0.909 5454.82 0.893 5357.412 2500 0.80 2000 0.826 1652.89 0.797 1594.393 2000 0.50 1000 0.751 751.31 0.712 711.784 12500 0.40 5000 0.683 3415.07 0.636 3177.59
11274.09 10841.17Present Value of Cash Inflow
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Evaluation of Certainty—Equivalent
This method suffers from many dangers in a large enterprise:
– First, the forecaster, expecting the reduction that will be made in his forecasts, may inflate them in anticipation.
– Second, if forecasts have to pass through several layers of management, the effect may be to greatly exaggerate the original forecast or to make it ultra-conservative.
– Third, by focusing explicit attention only on the gloomy outcomes, chances are increased for passing by some good investments.
123 Financial Management, Ninth Edition © I M PandeyVikas Publishing House Pvt. Ltd.
Risk-adjusted Discount Rate Vs. Certainty–Equivalent
The certainty—equivalent approach recognises risk in capital budgeting analysis by adjusting estimated cash flows and employs risk-free rate to discount the adjusted cash flows. On the other hand, the risk-adjusted discount rate adjusts for risk by adjusting the discount rate. It has been suggested that the certainty—equivalent approach is theoretically a superior technique.The risk-adjusted discount rate approach will yield the same result as the certainty—equivalent approach if the risk-free rate is constant and the risk-adjusted discount rate is the same for all future periods.
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Statistical MethodsStatistical techniques are analytical tools for handling risky investments. This enable the decision-maker to make decisions under risk or uncertainty.
The concept of probability is fundamental to the use of the risk analysis techniques.
Probability may be described as a measure of someone’s opinion about the likelihood that an event will occur .
Most commonly used method is to use high, low and best guess estimates
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Measurement of Risk
Statistical Methodsa) Standard deviation methodb) Coefficient of variation methodc) Sensitivity analysisd) Simulation methode) Probability and expected value methodf) Decision Tree analysis
© Tata McGraw-Hill Publishing Company Limited, Financial Management 12 - 126
Measurement of RiskRisk involved in capital budgeting can be measured in absolute as well as relative terms. The absolute measures of risk include Sensitivity analysis, Simulation, and standard deviation.
The coefficient of variation is a relative measure of risk.
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Sensitivity AnalysisSensitivity analysis provides information as to how sensitive the various estimated project parameters, namely selling price, cash flows, cost of capital, unit sold, and project’s economic life about estimation errors. Sensitivity analysis is essentially a ‘what if’ analysis.
For example what if labor costs are 5% lower? What if raw material double its price?, etc.
By carrying out a series of calculations it is possible to build up a picture of the nature of the risks facing the project and their impact on project profitability.
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Sensitivity AnalysisAdvantageous of Sensitivity analysis:Information for decision makingTo direct search – sensitivity analysis points to some variables being more crucial than othersTo make contingency plans –managers can make contingency plans if the key parameters differ significantly from the estimates
Drawbacks of Sensitivity analysis:
The absence of any formal assignment of probabilities to the variations of the parameters is a potential limitation of sensitivity analysis
Another criticism of sensitivity analysis is that each variable is changed in isolation while all other factors remain constant. In practice factors change simultaneously
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Sensitivity AnalysisSensitivity analysis provide information about cash flows normally made under three assumptions:
1) The most pessimistic – the worst2) The most likely – the expected3) The most optimistic- the best the outcomes associated with the project
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Example 1 From the under mentioned facts, compute the net present values (NPVs) of the two projects for each of the possible cash flows, using sensitivity analysis.
Particulars Project X Project Y
(’000) (’000)
Initial cash outlays (t = 0) Rs 40 Rs 40
Cash inflow estimates (t = 1 – 15)
Worst 6 0
Most-likely 8 8
Best 10 16
Required rate of return 0.10 0.10
Economic life (years) 15 15
Solution
The NPV of each project, assuming a 10 per cent required rate of return, can be calculated for each of the possible cash flows. Table A-4 indicates that the present value interest factor annuity (PVIFA) of Re 1 for 15 years at 10 per cent discount is 7.606. Multiplying each possible cash flow by Present Value Interest Factor Annuity (PVIFA), we get, (Table 1):
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Table 1: Determination of NPV
Project X Project Y
Expected cash inflows
PV NPV PV NPV
WorstMost likely
Best
Rs 45,63660,84876,060
Rs 5,63620,84836,060
NilRs 60, 848
1,21,696
(Rs 40,000)20,84881,696
Table 1 demonstrates that sensitivity analysis can produce some very useful information about projects that appear equally desirable on the basis of the most likely estimates of their cash flows. Project X is less risky than Project Y. The actual selection of the project (assuming that the projects are mutually exclusive) will depend on the decision maker’s attitude towards risk. If the decision maker is conservative, he will select Project X as there is no possibility of suffering losses. On the other hand, if he is willing to take risks, he will choose Project Y as it has the possibility of paying a very high return as compared to project X. Sensitivity analysis, in spite of being crude, does provide the decision maker with more than one estimate of the project’s outcome and, thus, an insight into the variability of the returns.
© Tata McGraw-Hill Publishing Company Limited, Financial Management 12 - 132
Assigning Probability
It has been shown above that sensitivity analysis provides more than one estimate of the future return of a project. It is, therefore, superior to single-figure forecast as it gives a more precise idea regarding the variability of the returns. But it has a limitation in that it does not disclose the chances of occurrence of these variations. To remedy this shortcoming of sensitivity analysis so as to provide a more accurate forecast, the probability of the occurring variations should also be given. Probability assignment to expected cash flows, therefore, would provide a more precise measure of the variability of cash flows. The concept of probability is helpful as it indicates the percentage chance of occurrence of each possible cash flow.
For instance, if some expected cash flow has 0.6 probability of occurrence, it means that the given cash flow is likely to be obtained in 6 out of 10 times (i.e. 60 per cent). Likewise, if a cash flow has a probability of 1, it is certain to occur (as in the case of purchase–lease capital budgeting decision that is, the chances of its occurrence are 100 per cent). With zero probability, the cash flow estimate will never materialise. Thus, probability of obtaining particular cash flow estimates would be between zero and one.
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The procedure for assigning probabilities and determining the expected value is illustrated in Table 2 by using the NPVs for projects X and Y of Example 1.
TABLE 2 Calculation of Expected Values
Possible NPV Probability of the NPV occurrence
NPV (×) Probability
Project X
Rs 5,636 0.25 Rs 1,409
20,848 0.50 10,424
36,060 0.25 9,015
1.00 Expected NPV 20,848
Project Y
(40,000) 0.25 (10,000)
20,848 0.50 10,424
81,696 0.25 20,424
1.00 Expected NPV 20,848
The mechanism for calculating the expected monetary value and the NPV of these estimates is further illustrated in Example 2.
© Tata McGraw-Hill Publishing Company Limited, Financial Management 12 - 134
Example 2
The following information is available regarding the expected cash flows generated, and their probability for company X. What is the expected return on the project? Assuming 10 per cent as the discount rate, find out the present values of the expected monetary values.
Year 1 Year 2 Year 3
Cash flows Probability Cash flows Probability Cash flows Probability
Rs 3,0006,0008,000
0.250.500.25
Rs 3,0006,0008,000
0.500.250.25
Rs 3,0006,0008,000
0.250.250.50
Solution
TABLE 3 (i) Calculation of Expected Monetary Values
Year 1 Year 2 Year 3
Cash flows
Probability
Monetary values
Cash flows
Probability
values
Monetary
Cash flows
Probability
values
Monetary
Rs 3,0006,0008,000Total
0.250.500.25
Rs 7503,0002,0005,750
Rs 3,0006,0008,000
0.500.250.25
Rs 1,5001,5002,0005,000
Rs 3,0006,0008,000
0.250.250.50
Rs 750
1,5004,0006,250
© Tata McGraw-Hill Publishing Company Limited, Financial Management 12 - 135
(ii) Calculation of Present Values
Year 1 Rs 5,750 × 0.909 = Rs 5,226.75
Year 2 5,000 × 0.826 4,130.00
Year 3 6,250 × 0.751 4,693.75
Total 14,050.50
© Tata McGraw-Hill Publishing Company Limited, Financial Management 12 - 136
Sensitivity analysis Sensitivity analysis can also be used to ascertain how change in key variables (say, sales volume, sales price, variable costs, operating fixed costs, cost of capital and so on) affect the expected outcome (measured in terms of NPV) of the proposed investment project.
For the purpose of analysis, only one variable is considered, holding the effect of other variables constant, at a point of time.
Example 6.1
Acmart plc has developed a new product line called Marts. The likely demand is 1,00,000 per year at a price of Rs. 1 for the 4 year period. Cash Flows of Mart
Initial Investment Rs. 800,000
Cash Flow per unit Rs. Sale Price 1.00
CostsLabourMaterialOverhead
Cash Flow Per unit
0.200.400.10
0.700.30
Required rate of return is 15%Solution
Annual Cash Flow =.30x1,00,000=Rs. 300,000Present Value of annual cash flows=300,000xannuity factor for 4 years @ 15% =300,000x2.855 =856,500 -Initial Investment =800,000Net Present Value =+56,500
Sensitivity Analysis
What if the price is only 95 ps
Annual Cash flow= .25x1,00,000=Rs. 250,000Present Value of annual cash flows=250,000x2.855 =713,750-Initial Investment =800,000Net Present Value =-86,250
What if the price rose by 1%Annual Cash flow= .31x1,00,000=Rs. 310,000Present Value of annual cash flows=310,000x2.855 =885,050-Initial Investment =800,000Net Present Value =+85,050
What if the quantity demanded is 5% moreAnnual Cash flow= .30x1,05,000=Rs. 315,000Present Value of annual cash flows=315,000x2.855 =899.325-Initial Investment =800,000Net Present Value =+99,325
What if the quantity demanded is 10% less than expectedAnnual Cash flow= .30x 90,000=Rs. 270,000Present Value of annual cash flows=270,000x2.855 =770,850-Initial Investment =800,000Net Present Value =-29,150
Sensitivity Analysis
What if discount rate is 20% more than what is originally expected ( 15*1.2=18%)
Annual Cash Flow =.30x1,00,000=Rs. 300,000
Present Value of annual cash flows=300,000xannuity factor for 4 years @ 18%
=300,000x2.6901 =807,030 -
Initial Investment =800,000
Net Present Value =+ 7,030
What if discount rate is 20% lower than what is originally expected ( 15*.8=13.5%)
Annual Cash Flow =.30x1,00,000=Rs. 300,000
Present Value of annual cash flows=300,000xannuity factor for 4 years @ 13.5%
=300,000x2.9438 =883,140 -
Initial Investment =800,000
Net Present Value =+ 83,140
Break-Even NPV
The Break-Even point is where NPV is zero. If the NPV is below zero the project is rejected, if it is above zero, it is accepted
Scenario Analysis
With Sensitivity Analysis we change one variable at a time and look at the result.
Managers are often interested in situation where a number of factors change.
They are interested in worst-case and best-case scenario. That is, what NPV will result if all the assumptions made initially turned out to be too optimistic? And what would be the result if, in the event, matters went extremely well on all fronts.
SimulationSimulation is a statistically based behavioral approach used in capital budgeting to get a feel for risk by applying predetermined probability distributions and random numbers to estimate risky outcomes.
A Simulation Model is akin (similar) to sensitivity analysis as it attempts to answer ‘what if’ question. Advantage of simulation is that it is more comprehensive.Instead of showing impact on NPV for change in one key variable, simulation enables the distribution of probable values for change in all key variables.Simulation requires sophisticated computing
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Simulation Analysis• The Monte Carlo simulation or simply the simulation
analysis considers the interactions among variables and probabilities of the change in variables. It computes the probability distribution of NPV. The simulation analysis involves the following steps:– First, you should identify variables that influence cash inflows and
outflows.– Second, specify the formulae that relate variables. – Third, indicate the probability distribution for each variable.– Fourth, develop a computer programme that randomly selects one
value from the probability distribution of each variable and uses these values to calculate the project’s NPV.
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Techniques for Risk Analysis• Statistical Techniques for Risk Analysis
– Probability
– Variance or Standard Deviation
– Coefficient of Variation
• Conventional Techniques of Risk Analysis
– Payback
– Risk-adjusted discount rate
– Certainty equivalent
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Statistical MethodsStatistical techniques are analytical tools for handling risky investments. This enable the decision-maker to make decisions under risk or uncertainty.
The concept of probability is fundamental to the use of the risk analysis techniques.
Probability may be described as a measure of someone’s opinion about the likelihood that an event will occur .
Most commonly used method is to use high, low and best guess estimates
146 Financial Management, Ninth Edition © I M PandeyVikas Publishing House Pvt. Ltd.
Probability• A typical forecast is single figure for a period. This is
referred to as “best estimate” or “most likely” forecast:– Firstly, we do not know the chances of this
figure actually occurring, i.e., the uncertainty surrounding this figure.
– Secondly, the meaning of best estimates or most likely is not very clear. It is not known whether it is mean, median or mode.
• For these reasons, a forecaster should not give just one estimate, but a range of associated probability–a probability distribution.
• Probability may be described as a measure of someone’s opinion about the likelihood that an event will occur.
147 Financial Management, Ninth Edition © I M PandeyVikas Publishing House Pvt. Ltd.
Assigning Probability • The probability estimate, which is based on a
very large number of observations, is known as an objective probability.
• Such probability assignments that reflect the state of belief of a person rather than the objective evidence of a large number of trials are called personal or subjective probabilities.
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Expected Net Present Value• Once the probability
assignments have been made to the future cash flows the next step is to find out the expected net present value.
• Expected net present value = Sum of present values of expected net cash flows.
= 0
ENPV = (1 )
n
tt
ENCF
k+∑
ENCF = NCF × t jt jtP
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Variance or Standard Deviation • Simply stated,
variance measures the deviation about expected cash flow of each of the possible cash flows.
• Standard deviation is the square root of variance.
• Absolute Measure of Risk.
2 2
=1
(NCF) = (NCF – ENCF)n
j jj
Pσ ∑
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Independent Cash Flows Over Time The mathematical formulation to determine the expected values of the probability distribution of NPV for any project is:
The above calculations of the standard deviation and the NPV will produce significant volume of information for evaluating the risk of the investment proposal. The calculations are illustrated in Example 6.
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Example 6
Suppose there is a project which involves initial cost of Rs 20,000 (cost at t = 0). It is expected to generate net cash flows during the first 3 years with the probability as shown in Table 7.
TABLE 7 Expected Cash Flows
Year 1 Year 2 Year 3
Probability Net cash
flows
Probability Net cash
flows
Probability Net cash
flows
0.10 Rs 6,000 0.10 Rs 4,000 0.10 Rs 2,000
0.25 8,000 0.25 6,000 0.25 4,000
0.30 10,000 0.30 8,000 0.30 6,000
0.25 12,000 0.25 10,000 0.25 8,000
0.10 14,000 0.10 12,000 0.10 10,000
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SolutionTable 8 Calculation of Expected Values of Each Period
Time period
Probability(1)
Net cash flow(2)
Expected value (1 × 2)(3)
Year 1
Year 2
Year 3
0.100.250.300.250.10
0.100.250.300.250.10
0.100.250.300.250.10
Rs 6,0008,000
10,00012,00014,000
4,0006,0008,000
10,00012,000
2,0004,0006,0008,000
10,000
Rs 6002,0003,0003,0001,400
= 10,000400
1,5002,4002,5001,200
= 8,000200
1,0001,8002,0001,000
= 6,000
(3) NPV = Rs 10,000 (0.909) + Rs 8,000 (0.826) + Rs 6,000 (0.751) – Rs 20,000 = Rs 204.
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Solution
1 . Expected Values: For the calculation of standard deviation for different periods, the expected values are to be calculated first. These are calculated in Table 8.
154
Coefficient of Variation
Relative Measure of Risk
It is defined as the standard deviation of the probability distribution divided by its expected value:
Coefficient of Variation (CV)=
Standard deviation/Expected Value
155
Coefficient of Variation
• The coefficient of variation is a useful measure of risk when we are comparing the projects which have– (i) same standard deviations but different expected
values, or
– (ii) different standard deviations but same expected values, or
– (iii) different standard deviations and different expected values.
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Scenario Analysis
• One way to examine the risk of investment is to analyse the impact of alternative combinations of variables, called scenarios, on the project’s NPV (or IRR).
• The decision-maker can develop some plausible scenarios for this purpose. For instance, we can consider three scenarios: pessimistic, optimistic and expected.
157 Financial Management, Ninth Edition © I M PandeyVikas Publishing House Pvt. Ltd.
Shortcomings
• The model becomes quite complex to use.
• It does not indicate whether or not the project should be accepted.
• Simulation analysis, like sensitivity or scenario analysis, considers the risk of any project in isolation of other projects.
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Capital Asset Pricing ModelCAPM deals with how the assets or securities should be priced in capital market. CAPM attempts to understand the behavioural aspects of the capital markets. It is a conservative but balanced approach.
It provides theoretical linear relationship between risk return trade-offs of individual securities/assets to market returns.
CAPM relates returns on individual stock and stock market returns over a period of time.
Capital Asset Pricing Model
• Risky asset i:
• Its price is such that:
E(return) = Risk-free rate of return + Risk premium specific to asset i
= Rf + (Market price of risk)x(quantity of risk of asset i)
CAPM tells us 1) what is the price of risk?
2) what is the risk of asset i?
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CAPITAL ASSET PRICING MODEL (CAPM) APPROACH
The CAPM describes the relationship between the required rate of return or the cost of equity capital and the non-diversifiable or relevant risk of the firm as reflected in its index of non-diversifiable risk, that is, beta. Symbolically,
Ke = Rf + b (Km – Rf ) (14)
Rf = Required rate of return on risk-free investment
b = Beta coefficient**, andKm = Required rate of return on market portfolio, that is, the average rate or return on all assets
M = Excess in market return over risk-free rate,J = Excess in security returns over risk-free rate,MJ = Cross product of M and J andN = Number of years
( )∑∑
−
−= 22 MNM
JMNMJb
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Introduction• Corporate restructuring includes
mergers and acquisitions (M&As), amalgamation, takeovers, spin-offs, leveraged buy-outs, buyback of shares, capital reorganisation etc.
• M&As are the most popular means of corporate restructuring or business combinations.
Financial Management, Ninth Edition © I M PandeyVikas Publishing House Pvt. Ltd.
Motives and Benefits of Mergers and Acquisitions
Utilise under-utilised resources–human and physical and managerial skills.
Displace existing management.Circumvent government regulations.Reap speculative gains attendant upon new
security issue or change in P/E ratio.Create an image of aggressiveness and
strategic opportunism, empire building and to amass vast economic powers of the company.
163Financial Management, Ninth Edition © I M PandeyVikas Publishing House Pvt. Ltd.
Benefits of Mergers and Acquisitions
The most common advantages of M&A are:Accelerated GrowthEnhanced Profitability
Economies of scale Operating economies Synergy
Diversification of Risk
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Benefits of Mergers and Acquisitions
Reduction in Tax Liability Financial Benefits
Financing constraint Surplus cash Debt capacity Financing cost
Increased Market Power
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Costs of Mergers and Acquisitions External growth could be expensive if the
company pays an excessive price for merger. Price may be carefully determined and negotiated so that merger enhances the value of shareholders.
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A Cost to Stockholders from Reduction in Risk
In a firm with debt, the gains are likely to be shared by both bondholders, and stock holders. The benefit gained by bond holders are on the expense of stock holders.
The gains to the creditors are at the expense of the shareholders if the total value of the firm does not change.
An acquisition can create an appearance of earnings growth, which may fool investors into thinking that the firm is worth than it really is.
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A Cost to Stockholders from Reduction in Risk
The Base Case If two all-equity firms merge, there is no transfer of
synergies to bondholders, but if…
One Firm has Debt The value of the levered shareholder’s call option
falls.
How Can Shareholders Reduce their Losses from the Coinsurance Effect? Retire debt pre-merger.
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Benefits of Mergers and AcquisitionsThe most common advantages of M&A are:
Accelerated Growth
A company can achieve its growth objective by: Expanding its existing markets Entering into new markets
Mergers results into accelerated growth Enhanced Profitability
Combination of two or more companies may result in more than the average profitability due to cost reduction and efficient utilization of resources. This may happen because of the following reasons:
Economies of scale Operating economies Synergy
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Benefits of Mergers and Acquisitions
Economies of scaleEconomics of scale arises when increase in the volume of production
leads to the decrease in cost of production per unit. Mergers may help to expand volume of production without a corresponding increase in fixed cost. It also helps in
Optimum utilization of management resources and systems and planning
Budgeting Reporting and control
Operating economies A combine firm may avoid or reduce overlapping functions and
facilities
It can consolidate functions such as manufacturing, marketing, R&D and reduce operating costs
Vertical integration (backward integration or forward integration) leads to better business operations- purchasing, manufacturing, and marketing.
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Benefits of Mergers and AcquisitionsSynergy
Synergy implies a situation where the combined firm is more valuable than the sum of the individual combining firms. Operating economics are one form of synergy benefit. There is also
enhanced managerial capabilities, Creativity, Innovativeness R&D and market coverage capacity
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Benefits of Mergers and Acquisitions Diversification of Risk
Diversification implies growth through the combination of firms in unrelated businesses. Such mergers are called conglomerate mergers. Such mergers results in
reduction in non- systematic risks –company related risks with out taking any efforts by the investors to diversify their portfolio.
Reduction in Tax –liability
A company is allowed to carry forward their accumulated loss. The combined company can make use of this carry forward facility of the loss of loss making company after merger.
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Benefits of Mergers and AcquisitionsFinancial Benefits
A merger may help in : Eliminating the financial constraint Deploying surplus cash Enhancing dept capacity Lowering the financial cost
Increased Market Power A merger can increase the market share of the merged
firm that will improve the profitability The bargaining power vis-a-vis labour, suppliers, and
buyers is also increased Exploit technological advantage
Corporate Restructuring
Corporate restructuring implies activities related to
expansion/ contraction of a firm’s operations or
changes in its assets or financial or ownership
structure.
The most common forms of corporate restructuring are
mergers/amalgamations and acquisitions/takeovers,
financial restructuring, divestitures/demergers and
buyouts.
FORMS OF EXPANSION
Internal Expansion
Gradual increase in the activities of the concern – expand production capacity by adding m/c etc.
External Expansion or Business Combinations
Two or more companies combine and expand their business activities. The ownership and control of the combining concerns may be undertaken by single agency.
FORMS OF COMBINATIONS
Merger or AmalgamationA merger is a combination of two or more companies into one company. It may be in the form of one or more companies being merged into an existing company or a new company may be formed to merge two or more existing companies. Absorption
A combination of two or more companies into an existing company is known as absorption. Consolidation
A consolidation is a combination of two or more companies into a new company.
Acquisition and Take-overAcquiring company takes over the ownership of one or more other companies and combine their operations. The control over management of another company can be acquired through either a ‘friendly take-over’ or through ‘forced’ or ‘unwilling acquisition’.Holding CompaniesA holding company is a form of business organization which is created for the purpose of combining industrial units by owning a controlling amount of their share capital.
FORMS OF COMBINATIONS ..
Acquisition
A transaction where one firm buys another firm with the intent of more effectively using a core competence by making the acquired firm a subsidiary within its portfolio of businesses
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Takeover vs. Acquisitions Takeover – The term takeover is understood to connote hostility. When an acquisition is a ‘forced’ or ‘unwilling’ acquisition, it is called a takeover.A holding company is a company that holds more than half of the nominal value of the equity capital of another company, called a subsidiary company, or controls the composition of its Board of Directors. Both holding and subsidiary companies retain their separate legal entities and maintain their separate books of accounts.
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Takeover vs. Acquisitions Acquisition may be defined as an act of acquiring effective control over assets or management of a company by another company without any combination of businesses or companies. A substantial acquisition occurs when an acquiring firm acquires substantial quantity of shares or voting rights of the target company.
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Types of Business Combination
Merger or Amalgamation– Merger or amalgamation may take two forms:
• Absorption is a combination of two or more companies into an existing company.
• Consolidation is a combination of two or more companies into a new company.
– In merger, there is complete amalgamation of the assets and liabilities as well as shareholders’ interests and businesses of the merging companies. There is yet another mode of merger. Here one company may purchase another company without giving proportionate ownership to the shareholders’ of the acquired company or without continuing the business of the acquired company.
181 Financial Management, Ninth Edition © I M PandeyVikas Publishing House Pvt. Ltd.
Types of Business CombinationForms of Merger:
– Horizontal merger - Combination of two or more firms in similar type of production, distribution, or area of business
– Vertical merger - Combination of two or more firms involved in different stages of production or distribution.
– Conglomerate merger - Combination of firms engaged in unrelated lines of business activity.
Mergers and Takeovers
When two companies join to form one new firm, it can be:
voluntary, also known as a ‘merger’
orforced, when it is known
as a ‘takeover’
Merger
A transaction where two firms agree to integrate their operations on a relatively coequal basis so they have resources and capabilities that together may create a stronger competitive advantage
Merger activity is an example of ‘integration’ taking place within industries.
Mergers
While a merger is a combination of two or more firms in which the resulting firm maintains the identity of one of the firms only, an amalgamation involves the combination of two or more firms to form a new firm. In the case of merger/absorption, the firm that has been acquired/absorbed is known as the target firm and the firm that acquires is known as the acquiring firm. There are three types of mergers:
1) Horizontal,
2) Vertical and
3) Conglomerate.
Horizontal merger is a merger when two or
more firms dealing in similar lines of activity
combine together.
Vertical merger is a merger that involves two
or more stages of production/distribution that
are usually separate.
Conglomerate merger is a merger in which
firms engaged in different unrelated activities
combine together.
Why Integrate?
Firms are sometimes keen to merge when:
they can make savings from being bigger this is known as gaining ‘economies
of scale’ they can compete with larger firms
or eliminate competition they can spread production over
a larger range of products or services
Economics of MergerThe major economic advantages of a merger are:
1) Economies of scale,
2) Synergy,
3) Fast growth,
4) Tax benefits and
5) Diversification.
Synergy takes place as the combined value of the merged firm is likely to be greater than the sum of individual business entities.
The combined value = value of acquiring firm, VA + value of target firm, Vt + value of synergy, ΔVAT. (1)
In ascertaining the gains from the merger, costs associated with acquisition should be taken into account. Therefore, the net gain from the merger is equal to the difference between the value of synergy and costs:
Net gain = ΔVAT – costs (2)
Economies of ScaleThere are several types of economy
of scale: technical economies, when producing the good by
using expensive machinery intensively managerial economies,
by employing specialist managers financial economies, by borrowing
at lower rates of interest commercial economies,
by buying materials in bulk marketing economies, spreading the cost of
advertising and promotion
research and development economies, from developing better products
Economies of ScaleThere are sometimes problems
that can affect integrated firms. These are known as ‘diseconomies of scale’
firms are too big to operate effectively
decisions take too long to make poor communication occurs
Mergers, Acquisition and Takeovers
The two terms - ‘mergers’ and ‘acquisition’ represent the ways by strategies used by companies to buy, sell and recombine businesses. In the present day when there exists cut throat competition in every sphere, not all mergers and acquisitions are consensual and peaceful.
The concept of takeovers without consent have, therefore been ideally termed “hostile takeovers”. no consented.
Legal and Regulatory Framework for Takeovers in India
The term “acquirer” means any person who, directly or indirectly, acquires or agrees to acquire control over the target company, or acquires or agrees to acquire control over the target company, either by himself or with any person acting in concert with the acquirer
Tender Offer and Hostile Takeover
A tender offer is a formal offer to purchase a given number of a company’s shares at a specific price.
Tender offer can be used in two situations. First, the acquiring company may directly
approach the target company for its takeover. If the target company does not agree, then the acquiring company may directly approach the shareholders by means of a tender offer.
Second, the tender offer may be used without any negotiations, and it may be tantamount to a hostile takeover.
Permission for merger Information to the stock exchange Approval of board of directors Application in the High Court Shareholders’ and creditors’ meetings Sanction by the High Court Filing of the Court orderTransfer of assets and liabilities Payment by cash or securities
Legal Procedures for merger
1. Permission for mergerTwo or more companies can amalgamate only when
amalgamation is permitted under their memorandum of association. Also, the acquiring company should have the permission in its object clause to carry on the business of the acquired company.
2. Information to the stock exchange The acquiring and the acquired companies should inform
the stock exchanges where they are listed about the merger
3. Approval of board of directors The board of directors of the individual companies should
approve the draft proposal for amalgamation and authorize the management of companies to further persue the proposal.
Legal Procedures for merger
Legal Procedures for merger .. 4. Application in the High Court An application for approving the draft amalgamation proposal duly approved by the boards of directors of the individual companies should be made to the high court. High court would convene a meeting of the shareholders and creditors to approve the amalgamation proposal.5. Shareholders’ and creditors’ meetings At least 75% of shareholders and creditors in separate meeting, voting in person or by proxy, must accord their approval to the scheme6. Sanction by the High Court After the approval of shareholders and the creditors, on the petitions of the companies, the High court will pass order sanctioning the amalgamation scheme after it is satisfied that the scheme is fair and reasonable.
Legal Procedures for merger .. 7. Filing of the Court orderAfter the court order, its certified true copies will be filed with the Registrar of companies.
8. Transfer of assets and liabilitiesThe assets and liabilities of the acquired company will be transferred to the acquiring company in accordance with the approved scheme, with effect from the specified date
9. Payment by cash or securitiesAs per the proposal, the acquiring company will exchange shares and debentures and/or pay cash for the shares and debentures of the acquired company. These securities will be listed on the stock exchange.
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Accounting for Mergers and Acquisitions
Pooling of Interests Method In the pooling of interests method of accounting, the
balance sheet items and the profit and loss items of the merged firms are combined without recording the effects of merger. This implies that asset, liabilities and other items of the acquiring and the acquired firms are simply added at the book values without making any adjustments.
Purchase Method Under the purchase method, the assets and liabilities of
the acquiring firm after the acquisition of the target firm may be stated at their exiting carrying amounts or at the amounts adjusted for the purchase price paid to the target company.
Legal and Regulatory Framework for Takeovers in India
The term “acquirer” means any person who, directly or indirectly, acquires or agrees to acquire control over the target company, either by himself or with any person acting in concert with the acquirer.
The Takeover Code makes it difficult for the hostile acquirer to just sneak up on the target company. It forewarns the company about the advances of an acquirer by mandating that the acquirer make a public disclosure of his shareholding or voting rights to the company if he acquires shares or voting rights beyond a certain specified limit. The Takeover Code also imposes a prohibition on the certain actions of a target company during the offer period, such as transferring of assets or entering into material contracts and even prohibits the issue of any authorized but unissued securities during the offer period. However, these actions may be taken with approval from the general body of shareholders.
Legal and Regulatory Framework for Takeovers in India
Legal and Regulatory Framework for Takeovers in India
The regulation provides for certain exceptions such as the right of the company to issue shares carrying voting rights upon conversion of debentures already issued or upon exercise of option against warrants, according to pre-determined terms of conversion or exercise of option. It also allows the target company to issue shares pursuant to public or rights issue in respect of which the offer document has already been filed with the Registrar of Companies or stock exchanges, as the case may be. Further the law does not permit the Board of Director, of the target company to make such issues without the shareholders approval either prior to the offer period or during the offer period as it is specifically prohibited under Regulation 23.
Legal and Regulatory Framework for Takeovers in India
The Takeover Code is required to be read with the SEBI (Disclosure & Investor Protection) Guidelines, which are the nodal regulations for the methods and terms of issue of shares/warrants by a listed Indian company.
Under the DIP guidelines, issuing shares at a discount and warrants which convert to shares at a discount is not possible as the minimum issue price is determined with reference to the market price of the shares on the date of issue or upon the date of exercise of the option against the warrants.
Legal and Regulatory Framework for Takeovers in India
The Takeover Code is required to be read with the SEBI (Disclosure & Investor Protection) Guidelines, which are the nodal regulations for the methods and terms of issue of shares/warrants by a listed Indian company.
Under the DIP guidelines, issuing shares at a discount and warrants which convert to shares at a discount is not possible as the minimum issue price is determined with reference to the market price of the shares on the date of issue or upon the date of exercise of the option against the warrants.
Legal and Regulatory Framework for Takeovers in India
Also, the FDI policy and the FEMA Regulations have provisions which restrict non-residents from acquiring listed shares of a company directly from the open market in any sector, including sectors falling under automatic route. There also exist certain restrictions with respect to private acquisition of shares by non-residents. This has practically sealed any hostile takeover of any Indian company by any non-resident
Reasons for strategic failures of merger/acquisition
1. The strategy is misguided- Strategic plans which turned out to be value destroying rather creating
2. Over optimism - Acquiring managers have to cope with uncertainty about the future potential of their acquisition. It is possible for them to be over optimistic about the market economics, the competitive position and the operating synergies available
3. Failure of Integration Management- One problem is the over-rigid adherence to prepared integration plans. Usually the plans require dynamic modification in the light of experience and altered circumstances. The integration programme may have been based on incomplete information and may need post-merger adaptation to the new perception of reality.
Reasons for strategic failures of merger/acquisition
Most common causes of failure Most common causes of success
Target management attitudes and cultural difference
Little of no post-acquisition planning
Lack of knowledge of industry or target
Poor management and poor management practices in the acquired company
Little or no experience of acquisitions
Detailed post-acquisition plans and speed of implementation
A clear purpose for making acquisitions
Good cultural fit
High degree of management co-opertion
In-depth knowledge of the acquiree and his industry
Reasons for failures of merger/acquisition
There are several reasons merger or an acquisition failures. Some of the prominent causes are summarized below:
If a merger or acquisition is planned depending on the (bullish) conditions prevailing in the stock market, it may be risky.
There are times when a merger or an acquisition may be effected for the purpose of "seeking glory," rather than viewing it as a corporate strategy to fulfill the needs of the company.
Regardless of the organizational goal, these top level executives are more interested in satisfying their "executive ego."
Failure may also occur if a merger takes place as a defensive measure to neutralize the adverse effects of globalization and a dynamic corporate environment.
Failures may result if the two unifying companies embrace different "corporate cultures.“
The primary issue to focus on is how realistic the goals of the prospective merger are
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Financing a Merger Cash or exchange of shares or combination of cash, shares and debt can finance a merger or acquisition.The means of financing may change the debt-equity mix of the combined or acquired firm after merger.
208
Financing a Merger Cash Offer:A cash offer is a straightforward means of financing a merger. The share holders of the target company get cash for selling their shares to the acquiring company.It does not cause any dilution in the earnings per share and the ownership of the existing shareholders of the acquiring company.Share Exchange:A share exchange offer will result into the sharing of ownership of the acquiring company between its existing shareholders and new shareholders (that is, shareholders of the acquired company). The earnings and benefits would also be shared between these two groups of shareholders. The precise extent of net benefits that accrue to each group depends on the exchange ratio in terms of the market prices of the shares of the acquiring and the acquired companies.
Swap Ratio
The ratio in which an acquiring company will offer its own
shares in exchange for the target company's shares during a
merger or acquisition. To calculate the swap ratio, companies
analyze financial ratios such as book value, earnings per
share, profits after tax and dividends paid, as well as other
factors, such as the reasons for the merger or acquisition.
For example, if a company offers a swap ratio of 1:1.5, it will provide one
share of its own company for every 1.5 shares of the company being
acquired.
This can also be applied as a debt/equity swap, when a company wants
investors to trade their bonds with the company being acquired for the
acquiring company's own shares.
Swap Ratio
Example: SFC would be offering 18.34 crore share for
25 crore outstanding shares of Excell, which means
0.734 share of SFC for one share of Excell or
Swap ratio of 0.734:1.
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Share Exchange Ratio
The mergers and acquisitions decisions are also evaluated in terms of EPS, P/E ratio, book value etc.Share Exchange RatioThe share exchange ratio (SER) would be as follows:
The exchange ratio in terms of the market value of shares will keep the position of the shareholders in value terms unchanged after the merger since their proportionate wealth would remain at the pre-merger level.
Share price of the acquired firmShare exchange ratio
Share price of the acquiring firmb
a
P
P= =
Swap Ratio
Example: If the share price of acquired firm is 24.00 and
that of acquiring firm is 96.00, the Share Exchange Ratio
(SER) is calculated as:
SER= 24.0/96.0 = 0.25
If the pre-merger number of shares of acquired firm is
4,000, then
Share price of the acquired firmShare exchange ratio
Share price of the acquiring firmb
a
P
P= =
No. of shares exchanged SER Pre-merger number of shares of the acquired firm
( / ) 0.25 4,000 1,000b a bP P N
= ×= = × =
PAT PATPost-merger combined PATPost-merger combined EPS =
Post-merger combined shares (SER)a b
a bN N
+=
+
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Earnings Growth
The formula for weighted growth in EPS can be expressed as follows:Weighted Growth in EPS = Acquiring firm’s growth × (Acquiring firm’s pre-merger PAT/combined firm’s PAT) + Acquired firm’s growth × (Acquired firm’s pre-merger PAT/combined firm’s PAT).
PAT PAT
PAT PATa b
w a bc c
g g g= × + ×
Corporate Restructuring
Corporate restructuring is the process of redesigning one or more aspects of a company. The process of reorganizing a company may be implemented due to a number of different factors, such as positioning the company to be more competitive, survive a currently adverse economic climate, or poise the corporation to move in an entirely new direction. Restructuring a corporate entity is often a necessity when the company has grown to the point that the original structure can no longer efficiently manage the output and general interests of the company.
Corporate Restructuring
For example, a corporate restructuring may call for spinning off some departments into subsidiaries as a means of creating a more effective management model as well as taking advantage of tax breaks that would allow the corporation to divert more revenue to the production process. In general, the idea of corporate restructuring is to allow the company to continue functioning in some manner.
Financial Restructuring
Financial restructuring may take place in response to a drop in sales, due to a sluggish economy or temporary concerns about the economy in general.When this happens, the corporation may need to reorder finances as a means of keeping the company operational through this rough time. Costs may be cut by combining divisions or departments, reassigning responsibilities and eliminating personnel, or scaling back production at various facilities owned by the company. With this type of corporate restructuring, the focus is on survival in a difficult market rather than on expanding the company to meet growing consumer demand.
Distress Restructuring
Distress Restructuring is used to indicate the corporate turnaround from severe financial distress through methods such as Debt/Equity Restructuring, Working Capital Management and corporate Valuation.Distress causes due to illiquidity due to poor structuring or working capital at various levels (vix work-in-progress, bills receivables etc.) of business. Such companies must undertake restructuring strategies (incentives for early payment, delaying in payments to creditors etc.) and activities to come out of this situation.
Financial Distress
Financial distress arises when a firm is not able to meet its obligations (payment of interest and principal) to debt-holders. The firm’s continuous failure to make payments to debt holders can ultimately lead to the insolvency of the firm.With higher business risk and higher debt, the probability of financial distress become much greater. The degree of business risk of a firm depends on the degree of operating leverage (the proportion of fixed costs).
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BUSINESS VALUTIONThe term ‘valuation’ implies the estimated worth of an asset or a security or a business. The alternative approaches to value a firm/an asset are:
Book value, Market value, Intrinsic value, Liquidation value, Replacement value, Salvage value Value of Goodwill Fair value.
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Book ValueThe book value of an asset refers to the amount at which an asset is shown in the balance sheet of a firm. Generally, the sum is equal to the initial acquisition cost of an asset less accumulated depreciation. Accordingly, this mode of valuation of assets is as per the going con-cern principle of accounting. In other words, book value of an asset shown in balance does not reflect its current sale value.Book value of a business refers to total book value of all valuable assets (excluding fictitious assets, such as accumulated losses and deferred revenue expenditures, like advertisement, preliminary expenses, cost of issue of securities not written off) less all external liabilities (including preference share capital). It is also referred to as net worth.
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LeaseLease is a contractual arrangement under which the owner of an asset (lessor) allows the use of the asset to the user (lessee) for an agreed period of time (lease period) in consideration for the periodic payment (lease rent). At the end of the lease period, the asset reverts back to the owner, unless there is a provision for the renewal of the lease contract.
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Essential Elements
Parties to the Contract
There are essentially two parties to a contract of lease financing, namely, the owner and the user, called the lessor and the lessee, respectively.
Lessor is the owner of the assets that are being leased.
Lessee is the receiver of the services of the assets under a lease contract.
Assets
The assets, property or equipment to be leased is the subject matter of a lease financing contract. The asset may be an automobile, plant and machinery, equipment, land and building, factory, a running business, an aircraft and so on. The asset must, however, be of the lessee’s choice, suitable for his business needs.
Ownership Separated from User
The essence of a lease financing contract is that during the lease tenure, ownership of the asset vests with the lessor and its use is allowed to the lessee. On the expiry of the lease tenure, the asset reverts to the lessor.
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Term of Lease
The term of lease is the period for which the agreement of lease remains in operation. Every lease should have a definite period, otherwise it will be legally inoperative. The lease period may sometimes stretch over the entire economic life of the asset (i.e. financial lease) or a period shorter than the useful life of the asset (i.e. operating lease). The lease may be perpetual, that is, with an option at the end of lease period to renew the lease for the further specific period.
Lease Rentals
The consideration that the lessee pays to the lessor for the lease transaction is the lease rental. Lease rentals are structured so as to compensate (in the form of depreciation) the lessor for the investment made in the asset, and for expenses like interest on the investment, repairs and servicing charges borne by the lessor over the lease period.
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Modes of Terminating the Lease :
At the end of the lease period, the lease is terminated and various
courses are possible, namely,.
a) The lease is renewed on a prepetual basis or for a definite
period, or
b) The asset reverts to the lessor, or
c) The asset reverts to the lessor and the lessor sells it to a
third party or
d) The lessor sells the asset to the lessee.
The parties may mutually agree to and choose any of the
aforesaid alternatives at the beginning of a lease term.
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Classification
An equipment lease transaction can differ on the basis of
1) the extent to which the risks and rewards of ownership are transferred,
2) number of parties to the transactions,
3) domiciles of the equipment manufacturer, the lessor, the lessee and so on.
Risk, with reference to leasing, refers to the possibility of loss arising on account of under-utilisation or technological obsolescence of the equipment, while reward means the incremental net cash flows that are generated from the usage of the equipment over its economic life and the realisation of the anticipated residual value on expiry of the economic life. On the basis of these variations, leasing can be classified into the following types:
Finance lease and Operating lease,
A. Sales and lease back and Direct lease,
B. Single investor lease and Leveraged lease and
C. Domestic lease and International lease.
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(a) Finance Lease and Operating Lease
Finance Lease
According to the International Accounting Standards (IAS-17), in a finance lease the lessor transfers, substantially all the risks and rewards incidental to the ownership of the asset to the lessee, whether or not the title is eventually transferred. It involves payment of rentals over an obligatory non-cancellable lease period, sufficient in total to amortise the capital outlay of the lessor and leave some profit.
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The IAS-17 stipulates that a substantial part of the ownership related risks and rewards in leasing are transferred when
1) The ownership of the equipment is transferred to the lessee by the end of the lease firm; or
2) The lessee has the option to purchase the asset at a price that is expected to be sufficiently lower than the fair market value at the date the option becomes exercisable and if at the inception of the lease it is reasonably certain that the option will be exercised; or
3) The lease term is for a major part of the useful life of the asset; the title may not eventually be transferred. The useful life of an asset refers to the minimum of its (i) physical life in terms of the period for which it can perform its function, (ii) technological life in the sense of the period in which it does not become obsolete and (iii) product market life defined as the period during which its product enjoys a satisfactory market. The criterion/cut-off point is that if the lease term exceeds 75 per cent of the useful life of the equipment, it is a finance lease or
© Tata McGraw-Hill Publishing Company Limited, Financial Management 25-228
4. The present value of the minimum lease payment is greater than, or substantially equal to, the fair market value of the asset at the inception of the lease (cost of equipment). The title may or may not be eventually transferred.
The cut-off point is that the present value exceeds 90 per cent of the fair market value of the equipment. The present value should be computed by using a discount rate equal to the rate implicit in the lease, in the case of the lessor, and the incremental rate in the case of the lessee.
© Tata McGraw-Hill Publishing Company Limited, Financial Management 25-229
According to the Accounting Standard (AS)-19:
Risks include the possibility of losses from the idle capacity or technological obsolescence and of variation in return due to changing economic conditions. Rewards may be represented by the expectation of profitable operation over the economic life of the asset and of gain from appreciation in the value of the residual value that has been realised.
A lease is classified as a finance lease if it transfers substantially all the risk and rewards incidental to ownership. Title may or may not eventually be transferred.
© Tata McGraw-Hill Publishing Company Limited, Financial Management 25-230
A finance lease is structured to include the following features:
1)The lessee (the intending buyer) selects the equipment according to his requirements, from its manufacturer or distributor;
2)The lessee negotiates and settles with the manufacturer or distributor, the price, the delivery schedule, installation, terms of warranties, maintenance and payment and so on;
3)The lessor purchases the equipment either directly from the manufacturer or distributor (under straight foward leasing) or from the lessee, after the equipment is delivered (under sale and lease back);
4)The lessor then leases out the equipment to the lessee. The lessor retains the ownership while lessee is allowed to use the equipment;
5)A finance lease may provide a right or option, to the lessee, to purchase the equipment at a future date. However, this practice is rarely found in India;
© Tata McGraw-Hill Publishing Company Limited, Financial Management 25-231
5. The lease period spreads over the expected economic life of the asset. The lease is originally for a non-cancellable period called the primary lease period during which the lessor seeks to recover his investment alongwith some profit. During this period, cancellation of lease is possible only at a very heavy cost. Thereafter, the lease is subject to renewal for the secondary lease period, during which rentals are substantially low;
6. The lessee is entitled to exclusive and peaceful use of the equipment during the entire lease period, provided he pays the rentals and complies with the terms of the lease;
7. As the equipment is chosen by the lessee, the responsibility of its suitability, the risk of obsolescence and the liability for repair, maintenance and insurance of the equipment rest with the lessee.
© Tata McGraw-Hill Publishing Company Limited, Financial Management 25-232
Operating LeaseAn operating lease is one that is not a finance lease. In a operating lease, the lessor does not transfer all the risks and rewards incidental to the ownership of the asset and the cost of the asset is not fully amortised during the primary lease period. The lessor provides services (other than the financing of the purchase price) attached to the leased asset, such as maintenance, repair and technical advice. For this reason, an operating lease is also called a ‘service lease’.
© Tata McGraw-Hill Publishing Company Limited, Financial Management 25-233
An operating lease is structured with the following features:
1) An operating lease is generally for a period significantly shorter than the economic life of the leased asset. In some cases, it may be even on an hourly, daily, weekly or monthly basis. The lease is cancellable by either party during the lease period.
2) Since the lease periods are shorter than the expected life of the asset, the lease rentals are not sufficient to totally amortise the cost of assets.
3) The lessor does not rely on the single lessee for recovery of his investment. His ultimate interest is in the residual value of the asset. The lessor bears the risk of obsolescence, since the lessee is free to cancel the lease at any time;
4) Operating leases normally include a maintenance clause requiring the lessor to maintain the leased asset and provide services such as insurance, support staff, fuel and so on.
© Tata McGraw-Hill Publishing Company Limited, Financial Management 25-234
Examples of operating leases are:
a) Providing mobile cranes with operators;b) Chartering of aircrafts and ships, including the
provision of crew, fuel and support services;c) Hiring of computers with operators;d) Hiring a taxi for a particular travel, which includes
service of the driver, provision for main-tenance, fuel, immediate repairs and so on.
© Tata McGraw-Hill Publishing Company Limited, Financial Management 25-235
(b) Sale and Lease Back
Sale–Lease Back
Sale-lease back is a lease under which the lessee sells an asset for cash to a prospective lessor and then leases back the same asset, making fixed periodic payments for its use.
© Tata McGraw-Hill Publishing Company Limited, Financial Management 25-236
Direct Lease
Direct lease is a lease under which a lessor owns/acquires the assets that are leassed to a given lessee. A direct lease can be of two types: bipartite and tripartite lease.
Bipartite Lease
There are two parties in this lease transaction, namely,
1) the equipment supplier-cum-lessor and 2) the lessee. Such a lease is typically structured as an
operating lease with inbuilt facilities like upgradation of the equipment (Upgrade lease), addition to the original equipment configuration and so on.
Direct Lease
© Tata McGraw-Hill Publishing Company Limited, Financial Management 25-237
Tripartite Lease
Such a lease involves three different parties in the lease agreement:
1) the equipment supplier, 2) the lessor and 3) the lessee. An innovative variant of the tripartite lease is the
sales-aid lease under which the equipment supplier arranges for lease finance in various forms by:
Providing reference about the customer to the leasing company;
Negotiating the terms of the lease with the customer and completing all the formalities on behalf of the leasing company;
Writing the lease on his own account and discounting the lease receivables with the designated leasing company. The effect is that the leasing company owns the equipment and obtains an assignment of the lease rental.
© Tata McGraw-Hill Publishing Company Limited, Financial Management 25-238
(c) Single Investor Lease and Leveraged LeaseSingle Investor Lease
There are only two parties to this lease transaction: the lessor and the lessee. The leasing company (lessor) funds the entire investment by an appropriate mix of debt and equity funds. The debt raised by the leasing company to finance the asset are without recourse to the lessee, that is, in the case of default in servicing the debt by the leasing company, the lender is not entitled to payment from the lessee.
Leveraged Lease
There are three parties to the transaction: (i) the lessor (equity investor), (ii) the lender and (iii) the lessee. In such a lease, the leasing company (equity investor) buys the asset through substantial borrowing, with full recourse to the lessee and any recourse to it. The lender (loan participant) obtains an assignment of the lease and the rentals to be paid by the lessee as well as first mortgage assets on the leased asset. The transaction is routed through a trustee who looks after the interests of the lender and lessor. On receipt of the rentals from the lessee, the trustee remits the debt-service component of the rental to the loan participant and the balance to the lessor.
© Tata McGraw-Hill Publishing Company Limited, Financial Management 25-239
To illustrate, assume the Hypothetical Ltd (HLL) has structured a leveraged lease with an investment cost of Rs 50 crore. The investment is to be financed by equity from the company and loan from the Hypothetical Bank Ltd (HBL) in the ratio of 1:5. The interest on loan may be assumed to be 20 per cent per annum, to be repaid in five equated annual instalments. If the required rate of return (gross yield) of the HLL is 24 per cent, calculate (i) the equated annual instalment and (ii) the annual lease rental.
© Tata McGraw-Hill Publishing Company Limited, Financial Management 25-240
(d) Domestic Lease and International LeaseDomestic Lease
Domestic lease is a lease transaction if all parties to the agreement are domiciled in the same country.
International Lease
International lease is a lease transaction if all parties to the agreement are domiciled in different countries. This type of lease is further sub-classified into (1) the import lease and (2) the cross-border lease.
Import Lease
In an import lease, the lessor and the lessee are domiciled in the same country but the equipment supplier is located in a different country. The lessor imports the asset and leases it to the lessee
Cross-Border Lease
When the lessor and the lessee are domiciled in different countries, the lease is classified as cross-border lease. The domicile of the supplier is immaterial.
© Tata McGraw-Hill Publishing Company Limited, Financial Management 25-241
Significance
Advantage of Leasing: To the Lessee
Financing of Capital Goods
Lease financing enables the lessee to avail of finance for huge investments in land, building, plant, machinery, heavy equipment, and so on, upto 100 per cent, without requiring any immediate down payment.
Additional Sources of Finance
Leasing facilitates the acquisition of equipment, plant and machinery without the necessary capital outlay and, thus, has a competitive advantage of mobilising the scarce financial resources of a business enterprise. It enhances the working capital position and makes available the internal accruals for business operations.
Less Costly
Leasing as a method of financing is less costly than other alternatives available.
Ownership Preserved
Leasing provides finance without diluting the ownership or control of the promoters.
© Tata McGraw-Hill Publishing Company Limited, Financial Management 25-242
Flexibility in Structuring of Rentals
Some of the ways to structure lease rentals are illustrated below.
The following data relate to the Hypothetical Leasing Ltd:
(1) Investment outlay/cost, Rs 100 lakh(2) Pre-tax required rate of return, 20 per cent per annum(3) Primary lease period, 5 years(4) Residual value (after primary period), Nil(5) Assumptions regarding alternative rental structures:
(A) Equated/Level(B) Stepped (15 per cent increase per annum),(C) Ballooned (annual rental of Rs 10 lakh for years, 1–4),(D) Deferred (deferment period of 2 years)
The annual lease rentals under the above four alternatives are computed below
Avoids Conditionalities
Lease finance is considered preferable to institutional finance as in the former case there are no strings attached. Lease financing is beneficial since it is free from restrictive covenants and conditionalities, such as representation on the board, conversion of debt into equity, payment of dividend and so on, which usually accompany institutional finance and term loans from banks.
© Tata McGraw-Hill Publishing Company Limited, Financial Management 25-243
(A) Equated Annual Lease Rental (Y):
Y = Y PVIFA [at 20 per cent for 5 years (20,5) = Rs 100 lakh ×
= (Rs 100 lakh / 2.991) = Rs 33.43 lakh
(B) Stepped Lease Rental (assuming 15 per cent increase annually):
Y = Y PVIF (20,1) + (1.15)Y PVIF (20,2) + (1.15)× × 2Y PVIF (20,3) + × (1.5)3Y PVIF (20,4) + (1.5)× 4Y PVIF (20,5) = Rs 100 lakh×
= 8.33Y + 0.798Y (0.694 1.15Y) + 0.764Y (0.579 1.32Y) + 0.733Y× ×
(0.482 1.52Y) + 0.703Y (0.402 1.75Y)× ×
= (0.482 1.52 Y) + 0.703 (0.402 1.75 Y) = 3.833Y = Rs 100 lakh× ×
Y = Rs 26.10 lakh, where Y denotes the annual rental in year 1.
The lease rentals in different years over the lease term will be: Year 2,
Rs.30.02 lakh; Year 3, Rs 34.52 lakh; Year 4, Rs 39.70 lakh; an Year 5, Rs 45.65 lakh.
© Tata McGraw-Hill Publishing Company Limited, Financial Management 25-244
C) Ballooned Leased Rental (Rs 10 lakh for years 1–4):
Y = [10 × PVIFA (20,4) + Y × PVIF (20,5)] = Rs 100 lakh
Y = Rs 100 lakh – Rs 25.9 lakh
or Y = (Rs 74.10 lakh ÷ 0.402) = Rs 184.33 lakh, where Y denotes
the ballooned payment in year 5.
(D) Deferred Lease Rental (deferment of 2 years):
Denoting Y as the equated annual rental to be charged between years 3-5,
Y = Y × PVIF (20,3) + Y × PVIF (20,4) + Y × PVIF (20,5) =
Rs 100 lakh
1.463 Y = Rs 100 lakh
Y = Rs 68.35 lakh
© Tata McGraw-Hill Publishing Company Limited, Financial Management 25-245
Simplicity
A lease finance arrangement is simple to negotiate and free from cumbersome procedures with faster and simple documentation
Tax Benefits
By suitable structuring of lease rentals, a lot of tax advantage can be derived
Obsolescence Risk is Averted
In a lease arrangement, the lessor, being the owner, bears the risk of obsolescence and the lessee is always free to replace the asset with the latest technology.
© Tata McGraw-Hill Publishing Company Limited, Financial Management 25-246
To the Lessor
Full Security The lessor’s interest is fully secured since he is always the owner of the leased asset and can take repossession of the asset if the lessee defaults.
Tax Benefit The greatest advantage of the lessor is the tax relief by way of depreciation.
High Profitability The leasing business is highly profitable since the rate of return is more than what the lessor pays on his borrowings.
Trading on Equity The lessor usually carrys out his operations with greater financial leverage. That is, he has a very low equity capital and use a substantial amount of borrowed funds and deposits. Thus, the ultimate return on equity is very high.
High Growth Potential The leasing industry has a high growth potential. Lease financing enables the lessees to acquire equipment and machinery even during a period of depression, since they do not have to invest any capital. Leasing, thus, maintains the economic growth even during a recessionary period.
© Tata McGraw-Hill Publishing Company Limited, Financial Management 25-247
Limitations of Leasing
Restrictions on Use of Equipment A lease arrangement may impose
certain restrictions on use of the equipment, acquiring compulsory
insurance and so on.
Limitations of Financial Lease A financial lease may entail a higher
payout obligation if the equipment is not found to be useful and the
lessee opts for premature termination of the lease agreement.
Loss of Residual Value The lessee never becomes the owner of the
leased asset. Thus, he is deprived of the residual value of the asset
and is not even entitled to any improvements done by the lessee or
caused by inflation or otherwise, such as appreciation in value of
leasehold land.
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Consequence of Default If the lessee defaults in complying with any
terms and conditions of the lease contract, the lessor may terminate
the lease and take over the possession of the leased asset.
Understatement of Lessee’s Asset Since the leased asset does not
form part of the lessee’s assets, there is an effective understatement
of his assets, which may sometimes lead to gross underestimation
of the lessee.
Double Sales Tax With the amendment of the sales tax law of
various States, a lease financing transaction may be charged sales
tax twice—once when the lessor purchases the equipment and again
when it is leased to the lessee.
© Tata McGraw-Hill Publishing Company Limited, Financial Management 25-249
Financial Evaluation of Leaseing
The process of financial appraisal in a lease transaction generally involves three steps:
1) appraisal of the client, in terms of his financial strength and credit worthiness;
2) evaluation of the security/collateral security offered and
3) financial evaluation of the proposal. The most critical part of a leasing transaction, both to the lessor and the lessee, is the financial evaluation of the proposal.
© Tata McGraw-Hill Publishing Company Limited, Financial Management 25-250
Lessee’s Perspective
Finance lease can be evaluated from the point of view of both the lessee and the lessor. From the perspective of the lessee, leasing should be evaluated as a financing alternative to borrow and buy. The decision-criterion requires comparison of the present value (PV) of cash outflows after taxes under the leasing option vis-á-vis borrowing-buy alternative. The alternative with the lower PV should be selected.
The Net Advantage of Leasing (NAL) approach is the alternate approach to evaluate finance lease. The benefits from leasing are compared with cost of leasing.
The benefits from leasing are:
1) Investment cost of asset (saved), 2) Plus PV of tax shield on lease payment, discounted by kc and
3) Plus PV of tax shield on management fee, discounted by kc.
The cost of leasing are:
1) Present value of lease rentals, discounted by kd,
2) Plus management fee,3) Plus PV of depreciation shield foregone, discounted by kc,
4) Plus PV of salvage value of asset, discounted by kc and
5) Plus PV of interest shield, discounted by kc.
In case NAL is positive (benefits > costs), leasing alternative is preferred.
© Tata McGraw-Hill Publishing Company Limited, Financial Management 25-251
Equationally NPV(L)/NAL
=Investment cost
Less: Present value of lease payments (discounted by Kd)
Plus: Present value of tax shield on lease payments (discounted by Kc)
Less: Management fee
Plus: Present value of tax shield on management fee (discounted by Kc)
Minus: Present value of depreciation (tax) shield (discounted by Kc)
Minus: Present value of (tax) shield on interest (discounted by Kc)
Minus: Present value of residual/salvage value (discounted by Kc)
where Kc = Post-tax marginal cost of capital
Kd = Pre-tax cost of long-term debt
If the NAL/NPV(L) is positive, the leasing alternative should be used, otherwise the borrowing alternative would be preferable.
© Tata McGraw-Hill Publishing Company Limited, Financial Management 25-252
Example 1
XYZ Ltd is in the business of manufacturing steel utensils. The firm is planning to diversify and add a new product line. The firm either can buy the required machinery or get it on lease.
The machine can be purchased for Rs 15,00,000. It is expected to have a useful life of 5 years with a salvage value of Rs 1,00,000 after the expiry of 5 years. The purchase can be financed by 20 per cent loan repayable in 5 equal annual instalments (inclusive of interest) becoming due at the end of each year. Alternatively, the machine can be taken on year-end lease rentals of Rs 4,50,000 for 5 years. Advise the company on the option it should choose. For your exercise, you may assume the following:
(1) The machine will constitute a separate block for depreciation purposes. The company follows written down value method of depreciation, the rate of depreciation being 25 per cent.
(2) Tax rate is 35 per cent and cost of capital is 20 per cent.
(3) Lease rentals are to be paid at the end of the year.
(4) Maintenance expenses estimated at Rs 30,000 per year are to be borne by the lessee.
© Tata McGraw-Hill Publishing Company Limited, Financial Management 25-253
PV of Cash Outflows Under Leasing Alternative
Year-end Lease rent after taxes [R(1 – t)]
[Rs 4,50,000 (1 – 0.35)]
PVIFA at 13%
[20% (1 –
0.35)]
Total PV
1–5 Rs 2,92,500 3.517 Rs 10,28,723
Borrowing/Buying Option:
Equivalent annual loan instalment = Rs 15,00,000/2.991 (PVIFA for 5 years at
20% i.e., 20,5) = Rs 5,01,505.
© Tata McGraw-Hill Publishing Company Limited, Financial Management 25-254
PV of Cash Outflows Under Buying Alternative
Year-end
Loan intsalment
Tax advantage on Net cash outflows
col. 2 –(col. 3 + 4)
PVIF at13%
TotalPVInterest
(I × 0.35)Depreciation
(D × 0.35)
1 2 3 4 5 6 7
1 Rs 5,01,505 Rs 1,05,000 Rs 1,31,250 Rs 2,65,255 0.885 Rs 2,34,751
2 5,01,505 90,895 98,437 3,12,173 0.783 2,44,431
3 5,01,505 73,968 73,828 3,53,709 0.693 2,45,120
4 5,01,505 53,656 55,371 3,92,478 0.613 2,40,589
5 5,01,505 29,114 41,528 4,30,863 0.543 2,33,959
11,98,850
Less: PV of salvage value (Rs 1,00,000 × 0.543) 54,300
Less: PV of tax savings on short-term capital loss
(Rs 3,55,958 – Rs 1,00,000) × 0.35 = (Rs 89,585 × 0.543) 48,645 ________________
Total 10,95,905
Recommendation
The company is advised to go for leasing as the PV of cash outflows under the leasing option is lower than under the buy/borrowing alternative.
© Tata McGraw-Hill Publishing Company Limited, Financial Management 25-255
Working notes
Schedule of Debt Payment
Year-end
Loan intsalment
Loan at the beginning of
the year
Payments Loan outstanding at the end of the year
(col. 3 – col. 5)Interest (col. 3 ×
0.20)
Principal repayment
1 2 3 4 5 6
1 Rs 5,01,505 Rs 15,00,000 Rs 3,00,000 Rs 2,01,505 Rs 12,98,495
2 5,01,505 12,98,495 2,59,699 2,41,806 10,56,689
3 5,01,505 10,56,689 2,11,338 2,90,167 7,66,522
4 5,01,505 7,66,522 1,53,304 3,48,201 4,18,321
5 5,01,505 4,18,321 83,184* 4,18,321 —
*Difference between the loan instalment and loan outstanding.
Schedule of Depreciation
Year Depreciation Balance at the end of the year
12345
Rs 15,00,000 × 0.25 = Rs 3,75,00011,25,000 × 0.25 = 2,81,250
8,43,750 × 0.25 = 2,10,9376,32,813 × 0.25 = 1,58,2034,74,610 × 0.25 = 1,18,652
Rs 11,25,0008,43,7506,32,8134,74,6103,55,958
© Tata McGraw-Hill Publishing Company Limited, Financial Management 25-256
(Annual Lease Rentals)
Example 2
The following details relate to an investment proposal of the Hypothetical Industries Ltd (HIL):
Investment outlay, Rs 180 lakh Useful life, 3 years Net salvage value after 3 years, Rs 18 lakh Annual tax relevant rate of depreciation, 40 per cent
The HIL has two alternatives to choose from to finance the investment:
Alternative I:
Borrow and buy the equipment. The cost of capital of the HIL, 0.12; marginal rate of tax, 0.35; cost of debt, 0.17 per annum.
Alternative II:
Lease the equipment from the Hypothetical Leasing Ltd on a three year full payout basis @ Rs 444/Rs 1,000, payable annually in arrears (year-end). The lease can be renewed for a further period of 3 years at a rental of Rs 18/Rs 1,000, payable annually in arrears.
Which alternative should the HIL choose? Why?
© Tata McGraw-Hill Publishing Company Limited, Financial Management 25-257
Decision Analysis (Rs lakh)
1.2.3.4.5.6.
Investment outlayLess: Present value of lease rentals (working note 1)Plus: present value of tax shield on lease rentals (2)Minus: present value of tax shield on depreciation (3)Less: Present value of interest shield on displaced debt (4)Less: Present value of net salvage value (5)NAL/NPV(L)
Rs 180.00176.61
67.1941.0118.2912.81(1.53)
Since the NAL is negative, the lease is not economically viable. The HIL should opt for the alternative of borrowing and buying.
Working Notes
1. Present value of lease rentals: = Rs (180 lakh × 0.444) × PVIFA (17,3) = Rs 79.92 lakh × 2.210 = Rs 176.61 lakh
2. Present value of tax shield on lease rentals: = Rs (180 lakh × 0.444 × 0.35) × PVIFA (12,3) = Rs 27.972 lakh × 2.402 = Rs 67.19 lakh
3. Present value of tax shield on depreciation = [72 × PVIF (12,1) + 43.2 × PVIF (12,2) + 25.92 × PVIF (12,3)] × 0.35 = [(72 × 0.893) + (43.2 × 0.797) + (25.92 × 0.712)] × 0.35 = Rs 41.01 lakh
© Tata McGraw-Hill Publishing Company Limited, Financial Management 25-258
(Displaced) Debt (Present Value of Lease Rentals) Amortisation Schedule(Rs lakh)
Year Loan outstanding Interest content (at 17%)
Capital content Instalment amount
at the beginning* (176.61 ÷ 2.210)
1 176.61 30.03 49.89 79.92
2 126.72 21.54 58.38 79.92
3 68.34 11.61 68.34 79.92
*Equal to the present value of lease rentals5. Present value of net salvage value = 18 × PVIF (12,3) = 18 × 0.712 = Rs 12.81 lakh
© Tata McGraw-Hill Publishing Company Limited, Financial Management 25-259
(Monthly Lease Rentals)
Example 3
In Example 2, assume a lease rental of Rs 35/Rs 1,000 payable monthly, in advance. Compute the NAL/NPV(L). Should the HIL opt for lease financing?
Solution
Decision Analysis (Rs lakh)
1.2.3.4.5.6.
Investment outlayLess: Present value of lease rentals (working note 1)Plus: Present value of tax shield on lease rentals (2)Less: Present value of tax shield on depreciation (3)Less: Present value of interest shield on displaced debt (4)Less: Present value of net salvage value (5)NAL
Rs 180.00182.10
63.5641.0113.1212.81(5.48)
As the NAL is negative, the lease is not financially advantageous and HIL should not opt for it.
© Tata McGraw-Hill Publishing Company Limited, Financial Management 25-260
Debt Amortisation Schedule (Rs lakh)
Year Loan outstanding Interest content Capital content Instalment amount[182.10 ÷ 2.409 (1.09
× 2.210)]at the beginning*
1 181.10 24.15 51.45 75.60
2 130.65 15.39 60.21 75.60
3 70.44 5.16 70.44 75.60
*Equal to the present value of lease rentals
5. Present value of net salvage value: No change from annual payment basis (Rs 12.81 lakh)
Working Notes
1. Present value of lease rentals: = Rs (180 × 0.035 × 12) × PVIFAm (17,3) = 75.6 × i/d(12) × PVIFA (I,3), where I = 0.17 = 75.6 × 1.09 (Table A-3) × 2.210 (Table A-2) = Rs 182.10 lakh
2. Present value of tax shield on lease payments: = Rs [(180 × 0.035 × 12) × PVIFA (12,3) × 0.35] = 75.6 × 2.402 × 0.35 = Rs 63.56 lakh
3. Present value of tax shield depreciation: No change from the annual payment (Rs 41.01 lakh)
© Tata McGraw-Hill Publishing Company Limited, Financial Management 25-261
Break-Even Lease Rental
The break-even lease rental (BELR) is the rental at which the lessee
is indifferent to a choice between lease financing and
borrowing/buying. Alternatively, BELR has a NAL of zero. It reflects
the maximum level of rental that the lessee would be willing to pay.
If the BELR exceeds the actual lease rental, the lease proposal
would be accepted, otherwise it would be rejected. The
computation of the BELR is shown in example 4.
© Tata McGraw-Hill Publishing Company Limited, Financial Management 25-262
Example 4
For the HIL in Example 2, assume monthly lease payments in advance. Compute the break-even monthly lease rental. Can the HIL accept a lease quote of Rs 35/Rs 1,000 per month, payable in advance?
Solution
The monthly break-even lease rental (BL) can be obtained when NAL = zero. Thus, [180 – (12 BL × 3.27 × 2.210) + (12 BL × 0.35 × 2.402) – 58.59 – [(11.49 × 0.893) + (7.35 × 0.797) + (2.43 × 0.712)] × 0.35 BL – 12.81 = 0. BL = Rs 2.78 lakh
Monthly lease rental payable by HIL = Rs 180 lakh × 0.035 = Rs 6.30 lakhSince the BL is less than the actual rental to be paid, the lease proposal cannot be accepted.
Working notes
Required Amortisation Schedule (Rs lakh)
Year Loan outstanding at the beginning*
Interest content Capital content
Instalment amount
1 86.73 BL 24.51 BL 11.49 BL 12 BL
2 66.22 BL 28.65 BL 7.35 BL 12 BL
3 33.57 BL 33.57 BL 2.43 BL 12 BL
© Tata McGraw-Hill Publishing Company Limited, Financial Management 25-263
Lessor’s Viewpoint
For the lessor, lease decision is akin to a capital budgeting decision. The leasing is viable when the PV of cash inflows after taxes (CFAT) accruing to him exceeds the cost of asset. The CFAT are discounted at the weighted average cost of capital.
The NAL approach can also be used by the lessor to assess the financial viability of the lease decision. The NAL to a lessor = Present value of lease payment plus (i) Present value of management fee, (ii) Present value of depreciation tax shield, (iii) Present value of net salvage value, (iv) Present value of tax shield on initial direct costs, minus, (i) Initial investment, (ii) Present value of tax on lease payments, (iii) Present value of tax on management fee, and (iv) Present value of initial direct cost.
Example 5
For the firm in our Example 1, assume further that; (i) the lessor’s weighted average cost of capital is 14 per cent. Is it financially profitable for a leasing company to lease out the machine?
© Tata McGraw-Hill Publishing Company Limited, Financial Management 25-264
Determination of NPV of Cash Inflows
Particulars Years
1 (Rs) 2 (Rs) 3 (Rs) 4 (Rs) 5 (Rs)5 (Rs)
Lease rent Less: DepreciationEarnings before taxes Less: Taxes (0.35)Earnings after taxesCash inflows afterTaxes x PV factor at (0.14)Total
4,50,0003,75,000
75,00026,25048,750
4,23,7500.877
3,71,629
4,50,0002,81,2501,68,750
59,0621,09,6883,90,938
0.7693,00,631
4,50,0002,10,9372,93,063
83,6721,55,3913,66,328
0.6752,47,271
4,50,0001,58,2032,91,7971,02,1291,89,6683,47,872
0.5922,05,940
4,50,0001,18,6523,31,3481,15,9722,15,3763,34,028
0.5191,73,361
Total PV (operations) 12,98,832
Add: PV of salvage value of machine (1,00,000 0.519)× 51,900
Add: PV of tax savings on short-term capital loss (Rs 89,585 0.519)× 46,495 ________________
Gross PV 13,97,227
Less: Cost of machine 15,00,000
NPV (1,02,773)
It is not financially profitable to let out the machine on lease by the leasing company, as NPV is negative.
© Tata McGraw-Hill Publishing Company Limited, Financial Management 25-265
Solution
(a) Break-even Lease Rental
Cost of machineLess: PV of salvage value to be received at the end of 5 years (Rs 1,00,000 × 0.519)Less: PV of tax savings on short-term capital loss at the end of the 5th year (Rs 89,585 × 0.519)Less: PV of tax shield on depreciation: (Rs 3,75,000 × 0.35 × 0.877) + (Rs 2,81,250 × 0.35 × 0.769) + (Rs 2,10,937 × 0.35 × 0.675) + (Rs 1,58,203 × 0.35 × 0.592) + (Rs 1,18,562 × 0.35 × 0.519)Required total PV of after tax lease rentDivided by PVIFA for 5 years at 0.14After tax lease rentalsBreak-even lease rentals (Rs 3,22,352/(1 – 0.35)
Rs 15,00,000
51,900
46,495
2,94,95511,06,650
÷ 3.4333,22,3574,95,933
Break-Even Lease Rental
From the viewpoint of a lessor, the break-even lease rental represents the minimum (floor) lease rental that he can accept. The NAL/NPV(L) at this level of rental is zero. The discount rate to compute the NAL is the marginal overall cost of funds to the lessor.
Example 6 For facts contained in Example 5, (a) determine the minimum lease rentals at which the lessor would break-even. Also, prepare a verification table. Determine the lease rentals if the lessor wants to earn an NPV of Rs 1 lakh.
© Tata McGraw-Hill Publishing Company Limited, Financial Management 25-266
Verification Table
Particulars Years
1 2 3 4 5
Lease rent Rs 4,95,933 Rs 4,95,933 Rs 4,95,933
Rs 4,95,933
Rs 4,95,933
Less: Depreciation 3,75,000 2,81,250 2,10,937 1,58,203 1,18,652
Earnings before
taxes 1,20,933 2,14,683 2,84,996 3,37,730 3,77,281
Less: Taxes (0.35) 42,327 75,139 99,749 1,18,206 1,32,049
Earnings after
taxes 78,606 1,39,544 1,85,247 2,19,524 2,45,232
CFAT (EAT +
Depreciation) 4,52,606 4,20,794 3,96,184 3,77,727 3,63,884
×PV factor at (0.14) 0.877 0.769 0.675 0.592 0.519
Total 3,97,812 3,23,591 2,67,424 2,23,614 1,88,856
PV of Lease rent 14,01,297
Add: PV of salvage value 51,900
Add: PV of tax savings on short- term capital loss 46,495
Total PV 15,00,000
© Tata McGraw-Hill Publishing Company Limited, Financial Management 25-267
(b) Lease-Rentals to be Charged to Earn NPV of Rs 1,00,000
Required total PV of after-tax lease rentals (Rs 11,06,650 for break-even + Rs 1,00,000) Rs 12,06,650
Divided by PVIFA for 5 years at 0.14 ÷ 3.433
After-tax lease rentals 3,51,486
Lease rentals to be charged [Rs 3,51,486/(1 – 0.35)] 5,40,740
Example 7
The under mentioned facts relate to a lease proposal before the Hypothetical Leasing Ltd (HLL):
The initial cost of equipment to be leased out is Rs 300 lakh, on which 10 per cent sales tax would be levied. At the end of the lease term, after 5 years, the salvage value is estimated to be Rs 33 lakh. The other costs associated with the lease proposal payable in advance (front-ended) are initial direct cost, Rs 3 lakh and management fee, Rs 5 lakh. The marginal cost of funds to the HIL is 14 per cent while the marginal rate of tax is 35 per cent.
What is the break-even rental for HLL if the tax relevant rate of depreciation is 25 per cent?
© Tata McGraw-Hill Publishing Company Limited, Financial Management 25-268
Solution
Computation of Break-even Lease Rental (L)
Particulars Amount (Rs lakh)
1. Equipment cost (including ST) 3,30.000
2. Present value of lease rentals (working note 1) 3.433 L
3. Present value of tax on lease rentals (2) 1.202 L
4. Present value of tax shield on depreciation) 64.900
5. Present value of direct initial cost 3.000
6. Present value of management fee 5.000
7. Present value of tax shield on initial direct cost (4) 0.920
8. Present value of tax on management fee (5) 1.530
9. Present value of salvage value (6) 17.100
The break-even rental (L) can be derived from the equation:3.433 L – 1.202 L + Rs 64.90 lakh – Rs 3 lakh + Rs 5 lakh + Rs 0.902 lakh – Rs 1.53 lakh + Rs 17.10 lakh – Rs 330 lakh = 0L = Rs 123.30 lakh
© Tata McGraw-Hill Publishing Company Limited, Financial Management 25-269
Working Notes
1) Present value of lease rental = L [PVIFA (14,5)] = 3.433 L
2) Present value of tax on lease rental = 0.35 × L × PVIFA (14,5) = 1.202 L
3) Present value of tax shield on depreciation = [Rs 82.50 lakh × PVIF (14,1) + Rs 61.90 lakh × PVIF (14,2) + Rs 46.40 lakh × PVIF (14,3) + Rs 34.80 lakh × PVIF (14,4) + Rs 26.1 lakh × PVIF (14,5)] × 0.35 =[(Rs 82.50 × 0.877) + (Rs 61.90 × 0.769) + (Rs 46.40 × 0.675) + (Rs 34.80 × 0.592) + (Rs 26.1 × 0.519)] × 0.35 = Rs 64.90 lakh
4) Present value of tax shield on initial direct costs = Rs 3 lakh × 0.35 × PVIF (14,1) = Rs 0.92 lakh
5) Present value of tax shield on management fee = 0.35 × Rs 5 lakh × PVIF (14,1) = Rs 1.53 lakh
6) Present value of salvage value = Rs 33 lakh × PVIF (14,5) = Rs 17.10 lakh
© Tata McGraw-Hill Publishing Company Limited, Financial Management 25-270
Example 8
The Hypothetical Leasing Ltd (HLL) has a lease proposal under consideration. Its post-tax cost of funds is 14 per cent and it has to pay central sales tax (CST) @ 10 per cent of the basic price of the capital equipment on inter-state purchases. The marginal tax rate of the HLL is 35 per cent. The details of the proposed lease are given below:
Primary lease period, 3 years
Tax relevant depreciation, 40 per cent on written down basis (with other assets in the block)
Residual value, 8 per cent of the original cost.
(a) If the monthly lease rentals are collected in advance, what is the minimum lease rental the HLL should charge for per Rs 1,000 for the lease?
(b) What is the minimum monthly lease rental for a lease proposal costing Rs 660 lakh (including CST at 10 per cent)?
© Tata McGraw-Hill Publishing Company Limited, Financial Management 25-271
Solution
(a) Minimum Monthly Rental per Rs 1,000
1 Investment cost Rs 1,000.00
2 Present value of lease rentals (working note 1) 29.93 L
3 Present value of tax shield on rentals (2) 9.75 L
4 Present value of tax shield on depreciation (3) 221.48
5 Present value of residumal value (4) 54.00
The break-even level of rental (L) can be derived from the equation (NAL = 0) = Rs 1,000 + 29.93 L – 9.75 L + Rs 221.48 + Rs 54 = 0L = Rs 35.90, that is, Rs 35.90/Rs 1,000/month(b) Minimum monthly lease rental for the proposal costing Rs 660 lakh = Rs 660 lakh 0.03590 = Rs 23.69 lakh×
Working Notes
1. Present value of lease rentals = 12 L × PVIFAm (14,3) = 12L × 2.322 × 1.0743 = 29.93 L
2. Present value of tax shield on lease rentals = 12L × PVIFA (14,3) × 0.35 = 12 L × 2.322 × 0.35 = 9.75 L
3. Present value of tax shield on depreciation = [Rs 400 × PVIF 914,1) + Rs 240 × PVIF (14,2) + Rs 144 × PVIF (14,3)] × 0.35 = (Rs 400 × 0.877) + (Rs 240 × 0.769) + (Rs 144 × 0.675) = Rs 221.48
4. Present value of residual value = Rs 1,000 (0.08) × PVIF (14,3) = Rs 54.
© Tata McGraw-Hill Publishing Company Limited, Financial Management 25-272
Hire-Purchase FinanceHire-purchase is an agreement relating to a transaction in which goods are let on hire, the purchase price is to be paid in instalments and the hirer is allowed the option to purchase the goods, paying all the instalments. Though the option to purchase the goods is allowed in the very beginning, it can be exercised only at the end of the agreement. It implies ownership is transferred at the time of sale.The ownership of the goods passes on to the purchaser simultaneously with the payment of the initial/first instalment in instalment sale. The hire-purchase also differs from the instalment sale in terms of the call option and right of termination in the former but not in the latter. Hire-purchase and leasing as modes of financing are different in several respects such as ownership of the asset, its capitalisation, depreciation charge, extent of financing, tax treatment, and accounting and reporting.Hire-purchase contract, basically, requires two parties, namely, the intending seller and the intending buyer. When such a sales is executed through the involvement of finance companies, the hire-purchase contracts involve three parties: the financier, the seller and the buyer.
© Tata McGraw-Hill Publishing Company Limited, Financial Management 25-273
Hire-purchase Vs Instalment Payment
In an instalment sale, the contract of sale is entered into, the goods are delivered and the ownership is transferred to the buyer, but the price of the goods is paid in specified instalments over a definite period.
The first distinction between hire purchase and instalment purchase is based on the call option (to purchase the goods at any time during the term of the agreement) and the right of the hirer to terminate the agreement at any time before the payment of the last instalment (right of termination) in the former while in the latter the buyer is committed to pay the full price. Secondly, in instalment sale the ownership in the goods passes on to the purchaser simultaneously with the payment of the initial/first instalment, whereas in hire purchase the ownership is transferred to the hirer only when he exercises the option to purchase/or on payment of the last instalment.
© Tata McGraw-Hill Publishing Company Limited, Financial Management 25-274
Lease Financing Vs Hire-purchase
Financing These two modes of financing differ in the following aspects:
Ownership The lessor (finance company) is the owner and the lessee (user/manufacturer) is entitled to the economic use of the leased asset/equipment only in case of lease financing. The ownership is never transferred to the user (lessee). In contrast, the ownership of the asset passes on to the user (hirer), in case of hire purchase finance, on payment of the last instalment; before the payment of the last instalment, the ownership of the asset vests in the finance company/intermediary (seller).
Depreciation The depreciation on the asset is charged in the books of the lessor in case of leasing while the hirer is entitled to the depreciation shield on assets hired by him.
Magnitude Both lease finance and hire-purchase are generally used to acquire capital goods. However, the magnitude of funds involved in the former is very large, for example, for the purchase of aircrafts, ships, machinery, air conditioning plants and so on. The cost of acquisition in hire purchase is relatively low, hence, automobiles, office equipments, generators and so on are generally hire purchased.
© Tata McGraw-Hill Publishing Company Limited, Financial Management 25-275
Extent Leasing financing is invariably 100 per cent financing. It requires no margin money or immediate cash down payment by the lessee. In a hire-purchase transaction typically a margin equal to 20-25 per cent of the cost of the equipment is required to be paid by the hirer. Alternatively, the hirer has to invest an equivalent amount on fixed deposits with the finance company, which is returned after the payment of the last instalment.
Maintenance The cost of maintenance of a hired asset is to be borne, typically, by the hirer himself. In case of finance lease only, the maintenance of the leased asset is the responsibility of the lessee. It is the lessor (seller) who has to bear the maintenance cost in an operating lease.
Tax Benefits The hirer is allowed the depreciation claim and finance charge and the seller may claim any interest on borrowed funds to acquire the asset for tax purposes. In case of leasing, the lessor is allowed to claim depreciation and the lessee is allowed to claim the rentals and maintenance cost against taxable income.
© Tata McGraw-Hill Publishing Company Limited, Financial Management 25-276
Parties to a Hire-purchase Contract
There are two parties in a hire-purchase contract, namely, the intending seller and the intending purchaser or the hirer. Nowadays, however, hire-purchase contracts generally involve three parties, namely, the seller, the financier and the hirer. With the acknowledgement of the finance function as a separate business activity and the substantial growth of finance companies in the recent times, the sale element in a hire purchase contract has been divorced from the finance element. A dealer now normally arranges a hire purchase agreement through a finance company with the customer. It is, therefore, a tripartite deal. A tripartite hire-purchase
contract is arranged with following modalities:
© Tata McGraw-Hill Publishing Company Limited, Financial Management 25-277
1) The dealer contracts a finance company to finance hire-purchase deals submitted by him. For this purpose, they enter into a contract drawing out the terms, warranties that the dealer gives with each transaction and so on.
2) The customer selects the goods and expresses his desire to acquire them on hire purchase. The dealer arranges for a full set of documents to be completed to make a hire-purchase agreement with a customer. The documents are generally printed by the finance company.
3) The customer then makes a cash down payment on completing the proposal form. The down payment is generally retained by the dealer as a payment on account of the price to be paid to him by the finance company.
4) The dealer then sends the documents to the finance company requesting him to purchase the goods and accept the hire purchase transactions.
5) The finance company, if it decides to accept the transactions, signs the agreement and sends a copy to the hirer, along with the instructions as to the payment of the instalments. The finance company also notifies the same to the dealer and asks him to deliver the goods, if they are not already delivered.
6) The dealer delivers the goods to the hirer against acknowledgements and the property in the goods passes on to the finance company.
7) The hirer makes payment of the hire instalment periodically.8) On completion of the hire term, the hirer pays the last instalment and the
property in the goods passes on to him on issue of a completion certificate by the finance company.
© Tata McGraw-Hill Publishing Company Limited, Financial Management 25-278
Taxation Aspects
The taxation aspects of hire-purchase transactions can be divided into three parts:
1) Income tax, 2) Sales tax and 3) Interest tax
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Income Tax
Hire-purchase, as a financing alternative, offers tax benefits both to the hire vendor, (hire-purchase finance company) and the hire purchaser (user of the asset).
Assessment of Hire-Purchaser (Hirer)
According to circular issued by the Central Board of Direct Taxes in 1943 and a number of court rulings, the hirer is entitled to (a) the tax shield on depreciation, calculated with reference to the cash purchase price and (b) the tax shield on the ‘consideration for hire’ (total charge for credit). In other words, though the hirer is not the owner of the asset, he is entitled to claim depreciation as a deduction on the entire purchase price. Similarly, he can claim deduction on account of ‘consideration of hire’, that is, finance charge.
Assessment of Owner (Hire Vendor)
The hire/hire charge/income received by the hire vendor is liable to tax under the head profits and gains of business and profession, where hire-purchase constitutes the business (mainstream activity) of the assessee, otherwise it is taxed as income from other sources. The hire income from house property is generally taxed as income from house property. Normal deductions (except depreciation) are allowed while computing the taxable income.
© Tata McGraw-Hill Publishing Company Limited, Financial Management 25-280
Tax Planning in Hire-Purchase
First, the net income (finance income less interest on borrowings by the hire vendor) can be inflated at the rear end of the transaction and thereby defer tax liability. The hirer can similarly postpone his tax liability by allocating a finance charge on the basis of a actuarial/rate of return method that implies a higher deduction in the early years.
Secondly, another possible area of tax planning is to use hire-purchase as a bridge between the lessor and the lessee. In other words, instead of direct lease an intermediate financier is introduced.
Suppose, X wants to lease an asset to Z. Instead of going for a direct lease, they adopt a different strategy, wherein Y steps in as an intermediary. Y takes the asset on hire-purchase from X and gives the same asset to Z on lease. There is no prohibition of such arrangement, unless the hire-purchase agreement prohibits the sub-lease. Under this strategy, Y gets the dual advantage of depreciation and finance charge against his income from lease rentals, thereby postponing his taxes. This strategy can be very useful in case Y is a high tax paying entity. Y in consideration for reduction in his tax liability will pass off some income to X in the form of high hire charges and to Z by way of lease rentals. Even if the intermediary Y derives no financial gains, substantial tax savings can be reaped by distributing the income and tax benefits.
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Sales Tax Aspect
The salient features of sales tax, pertaining to hire purchase transactions, after the Constitution (Forty sixth Amendment) Act, 1982, are as detailed below
Hire-Purchase as Sale
Hire-purchase, though not sale in the true sense, is deemed to be sale. Such transactions are per se liable to sales tax. The sales tax is payable once the goods are de-livered by the owner (hire vendor) to the hirer (hire-purchaser), even if the transaction does not fructify into a sale. There is no provision for the refund of sales tax on an unpaid instalment. In other words, full tax is payable irrespective of whether the owner gets the full price of the goods or not.
Delivery Vs Transfer of Property: Taxable Event
A hire-purchase deal is regarded as a sale immediately after the goods are delivered and not on the transfer of the title to the goods. That is, the taxable event is the delivery of the goods and not transfer of the title to the goods. For the purpose of levying sales tax, a sale is deemed to take place only when the hirer exercises the option to purchase.
Taxable Quantum
The quantum of sales tax is related to the sales price; it must be determined to be the consideration for the transfer of the goods when the delivery of the goods takes place. The consideration for the sale of the goods is the total amount that is agreed to be paid before the transfer of the goods takes place in a hire-purchase contract.
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States Entitled to Impose Tax
When a hire-purchase transaction is entered in the state where the goods are lying, the concerned state is entitled to impose sales tax.Sales tax on hire-purchase is not levied if the state in which goods are delivered has a single point levy system in respect of such goods and if the owner (finance company) had purchased the goods within the same state. Moreover, sales tax is not levied on hire-purchase transactions structured by finance companies if they are not dealers in the type of goods given on hire.The interstate hire-purchase deals attract central sales tax (CST). But in actual practice, no hire-purchase transaction is likely to be subject to CST. Under the CST, the taxable event is not the delivery but the transfer of goods.
Rate of Tax
The rates of tax on hire purchase deals vary from state to state. There is, as a matter of fact, no uniformity even regarding the goods to be taxed. If the rates undergo a change during the currency of a hire-purchase agreement, the rate in force on the date of delivery of the goods to the hirer is applicable.
Interest Tax
The hire-purchase finance companies, like other credit/finance companies, have to pay interest tax under the Interest Tax Act, 1974. According to this Act, interest tax is payable on the deal amount of interest earned less bad debts in the previous year @ 2 per cent. The tax is treated as a tax deductible expense for the purpose of computing the taxable income under the Income Tax Act.
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From the Point of View of the Hirer (Hire-Purchaser)
The tax treatment given to hire-purchase is exactly the opposite of that given to lease financing. It may be recalled that in leasing financing, the lessor is entitled to claim depreciation and other deductions associated with the ownership of the equipment, including interest on the amount borrowed to purchase the asset, while the lessee enjoys full deduction of lease rentals. In sharp contrast, in a hire-purchase deal, the hirer is entitled to claim depreciation and the deduction for the finance charge (interest) component of the hire instalment. Thus, hire purchase and lease financing represent alternative modes of acquisition of assets. The evaluation of hire purchase transaction from the hirers’ angle, therefore, has to be done in relation to the leasing alternative.
Decision Criterion
The decision criterion from the point of view of a hirer is the cost of hire-purchase vis-à-vis the cost of leasing. If the cost of hire-purchase is less than the cost of leasing, the hirer (purchaser) should prefer the hire purchase alternative and vice versa.
Financial Evaluation
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Cost of Leasing The cost of leasing (COL) consists of the following elements:
1) Lease management fee2) Plus: Present value of lease payments discounted by Kd
3) Less: Present value of tax shield on lease payments, and lease management fee discounted by Kc
4) Plus: Present value of interest tax shield on hire purchase discounted by Kc
Cost of Hire-purchase The cost of hire-purchase to the hirer (CHP) consists of the following:
1) Down payment2) Plus: Service charges3) Plus: Present value of hire purchase discounted by cost of debt (Kd)
4) Minus: Present value of depreciation tax shield discounted by cost of capital (Kc)
5) Minus: Present value of the net salvage value discounted by cost of capital (Kc)
© Tata McGraw-Hill Publishing Company Limited, Financial Management 25-285
Example 9
The Hypothetical Industries Ltd (HIL) has an investment plan amounting to Rs 108 lakh. The tax relevant rate of depreciation of the HIL is 25 per cent, its marginal cost of capital and marginal cost of debt are 16 per cent and 20 per cent respectively and it is in 35 per cent tax bracket.
It is examining financing alternatives for its capital expenditure. A proposal from the Hypothetical Finance Ltd (HFL), with the following salient features, is under its active consideration:
Hire Purchase Plan: The (flat) rate of interest charged by the HFL is 16 per cent. Repayment of the amount is to be made, in advance, in 36 equated monthly instalments. The hirer/hire-purchaser is required to make a down payment of 20 per cent.
Leasing Alternative: Lease rentals are payable @ Rs 28 ptpm, in advance. The primary lease period can be assumed to be 5 years.
Assume that the SOYD method is used to allocate the total charge for credit under the hire-purchase plan. The net salvage value of the equipment after 3 years can be assumed to be Rs 33 lakh.
Which alternative—leasing or hire-purchase—should the HIL use? Why?
© Tata McGraw-Hill Publishing Company Limited, Financial Management 25-286
Solution The choice will depend on the relative cost of hire purchase and leasing
Cost of Hire-Purchase (CHP) (Rs lakh)
1 Down payment (working note 1) Rs 21.60
2 Plus: Present value of monthly hire-purchase instalment (working note 2) 99.19
3 Minus: present value of depreciation tax shield (working note 3) 20.44
4 Minus: present value of net salvage value 15.70
Total 84.65
Working Notes
1. Down payment = Rs 108 lakh × 0.20 = Rs 21.6 lakh2. Monthly hire-purchase instalment = [Rs 86.4 lakh (Rs 108 lakh less 20 per cent
down payment) (Rs 86.4 lakh × 0.16 × 3 years)] ÷ 36 = Rs 3.552 lakhPresent value of monthly hire purchase instalment
= Rs 3.552 lakh × 12 × [I/d(12)] × PVIFA (20,3) where I = 0.20= (Rs 3.553 lakh × 12) × 1.105 × 2.106 = Rs 99.19 lakh
3. Present value of depreciation tax shield:= [Rs 27 lakh × PVIF (16,1) + Rs 20.25 lakh × PVIF (16,2) + Rs 15.19
lakh× PVIF (16,3) + Rs 11.39 lakh × PVIF (16,4) + Rs 8.54 lakh × PVIF (16,5)] × 0.35
= [(27 × 0.862) + (20.25 × 0.743) + (15.19 × 0.641) + (11.39 × 0.552) + (8.54 × 0.476)] × 0.35 = Rs 20.44 lakh
© Tata McGraw-Hill Publishing Company Limited, Financial Management 25-287
Working Notes
1. Present value of lease payments:= [Rs 108 lakh × 0.028 × 12) × [I/d(12)] × PVIFA (20,5)], where I = 0.20= Rs value of tax shield on lease payment = [Rs 108 lakh × 0.028 × 12 × PVIFA (16,5) × 35= (Rs 36.29 lakh × 3.274)] × 0.35 = Rs 41.58 lakh
2. Present value of tax shield on charge for credit:Total charge for credit = Rs 108 lakh × 0.80 × 0.16 × 3 = Rs 41.47 lakh
Cost of Leasing (COL) (Rs lakh)
123
Present value of lease payments (working note 1)Minus present value of tax shield on lease payment (2)Plus present value of tax shield on charge of credit (3)Total
Rs 119.9341.5811.5689.91
4.86666
366
1...3536
1...11123
13.82666
222
1...3536
13...23242
22.79666
366
1...3536
25...35361
lakh) (Rs charge l Annua factor SOYD Year
MethodSODY Credit; for Charge Total of Allocation
=++++++
=+++
+++
=+++
+++
© Tata McGraw-Hill Publishing Company Limited, Financial Management 25-288
Net Present Value of Hire Purchase Plan [NPV (HPP)] The NPV (HPP) consists of:
1) Present value of hire purchase instalments2) Plus: Documentation and service fee3) Plus: Present value of tax shield on initial direct cost4) Minus: Loan amount5) Minus: Initial cost6) Minus: Present value of interest tax on the finance income 7) Minus: Present value of income tax on finance income (interest)
netted for interest tax8) Minus: Present value of income tax on documentation and service fee
From the Viewpoint of Finance Company (Hire Vendor)
Hire-purchase and leasing represents two alternative investment decisions of a finance company/financial intermediary/hire vendor. The decision criterion, therefore, is based on a comparison of the net present values of the two alternatives, namely, hire-purchase and lease financing. The alternative with a higher net present value would be selected and the alternative having a lower net present value would be rejected.
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Present Value of Lease Plan [NPV (LP)] The NPV (LP) consists of the following elements:
1) Present value of lease rentals2) Add: Lease management fee3) Add: Present value of tax shield on initial direct costs and depreciation4) Add: Present value of net salvage value5) Less: Initial investment6) Less: Initial direct costs7) Less: Present value of tax liability on lease rentals and lease
management fee
Example 10
For the HFL in Example 9, assume the following:Front-end (advance) cost of structuring the deal: 0.5 (half) per cent of the
amount financedMarginal cost of debt: 20 per centMarginal cost of equity: 25 per centTarget long-term debt-equity ratio: 4:1Marginal tax rate: 35 per centResidual value under lease plan: 10 per cent of the investment cost
Required Which plan—hire-purchase or lease—is financially more attractive to the HFL? Why?
© Tata McGraw-Hill Publishing Company Limited, Financial Management 25-290
Solution
A (i) Net Present Value of Hire-Purchase Plan (Rs lakh)
1 Present value of monthly hire-purchase instalment (working note 1) 104.46
2 Plus present value of tax shield on initial direct costs (working note 2) 0.13
3 Less: Amount financed (Rs 108 lakh – Rs 21.60 lakh, down payment) 86.40
4 Less: Initial direct cost (0.5 per cent of Rs 86.4 lakh) 0.43
5 Less: Present value of interest tax on hire purchase-related income (working note 3)
0.67
6 Less: Present value of income tax on net finance income (working note 4)
11.41
Total 5.68
© Tata McGraw-Hill Publishing Company Limited, Financial Management 25-291
Working Notes
Marginal cost of capital [0.80 × 0.20 × 0.65] + [0.20 × 0.25] = (0.104 + 0.05) = 15.4 per cent
1. Monthly hire-purchase instalment = [(Rs 86.4 lakh + (Rs 86.4 lakh × 0.16 × 3)] ÷ 36 = Rs 3.552 lakh
Present value of monthly hire-purchase instalments:
= Rs 3.552 lakh × PVIFAm (15.4,3)
= Rs 3.552 lakh × 12 × 2.265 × 1.082 = Rs 104.46 lakh
2. Present value of tax shield on initial direct cost:
Initial direct cost (0.5 per cent of Rs 86.4 lakh) = 0.432 lakh
Present value = Rs 0.432 lakh × 0.866 × 0.35 = Rs 0.13 lakh
3. Present value of interest tax on hire purchase related income:
Unexpired finance income (total charge for credit) at inception = Rs 86.4 lakh × 0.16 × 3 = Rs 41.47 lakh
© Tata McGraw-Hill Publishing Company Limited, Financial Management 25-292
Interest Tax and Income Tax on Annual Finance Income (Rs lakh)
Year Gross Finance Income
Interest tax (2%)
Net finance income
Income tax (0.35)
1 22.79 0.46 22.33 7.82
2 13.82 0.28 13.54 4.74
3 4.86 0.10 4.76 1.67
Present value = (Rs 0.46 lakh 0.866) + (Rs 0.28 lakh 0.751) + (Rs 0.10 lakh × × ×0.648) = Rs 0.67 lakh
86.4lakh47.41Rs666
78
1...3536
1...11123
82.13lakh47.41Rs666
222
1...3536
13...23242
79.22lakh 47.41Rs666
366
1...3536
25...35361
lakh) (Rs charge Annual factor SOYD Year
Method SODY the on Based Income, Finance Unexpired of Allocation
×=++++++
×=+++
+++
×=+++
+++
© Tata McGraw-Hill Publishing Company Limited, Financial Management 25-293
4. Present value of income tax on net finance income:
= (Rs 7.82 lakh 0.866) + (Rs 7.74 lakh 0.751) + (Rs 1.67 lakh 0.648) = Rs × × ×11.41 lakh
A (ii) Net Present Value of Leasing (Rs lakh)
1 Present value of lease rentals/receipts (working note 1) 130.08
2 Plus: Present value of depreciation tax shield (note 2) 20.62
3 Plus: Present value of tax shield on initial direct cost (note 3) 0.16
4 Plus: Present value of residual value (note 4) 5.21
5 Less: Initial investment 108.00
6 Less: Initial direct cost 0.54
7 Less: Present value of income tax on lease rentals (note 5) 42.09
Total 5.44
© Tata McGraw-Hill Publishing Company Limited, Financial Management 25-294
Working Notes
1. Present value of lease rentals = Rs 108 lakh × 0.028 × 12 × PVIFA (15.4, 5)= Rs 108 lakh × 0.028 × 12 × 1.082 × 3.313 = Rs 130.08 lakh
2. Present value of depreciation tax shield = [Rs 27 lakh × PVIF (15.4,1) + Rs 20.25 lakh × PVIF(15.4,2) + Rs 15.19 lakh × PVIF (15.4,3) + Rs 11.34 lakh × PVIF (15.4,4) + Rs 8.55 lakh × PVIF (15.4,5)] × 0.35 = [Rs 27 lakh × 0.866) + (Rs 20.25 lakh × 0.751)+ (Rs 15.19 lakh × 0.648) + (Rs 11.34 lakh × 0.562) + ( Rs 8.55 lakh × 0.482)]= Rs 20.62 lakh
3. Present value of tax shield on initial direct cost:= 0.54 lakh (0.5 per cent of Rs 108 lakh) × PVIF (15.4,1) × 0.35 = Rs 0.16 lakh
4. Present value of residual value = Rs 10.80 lakh (0.10 × Rs 108 lakh) × PVIF (15.4,5) = Rs 5.21 lakh
5. Present value of income tax on lease rentals = Rs 108 lakh × 0.028 × 12 × PVIFA (15.4,5) × 0.35= (Rs 36.29 lakh × 3.314) × 0.35 = Rs 42.09 lakh
As the present value of hire-purchase (Rs 5.68 lakh) exceeds the net present value of leasing (Rs 5.44 lakh), the hire purchase plan is financially more attractive to the HFL.
© Tata McGraw-Hill Publishing Company Limited, Financial Management 25-296
SOLVED PROBLEM 1
ABC Machine Tool Company Ltd is considering the acquisition of a large equipment to set up its factory in a backward region for Rs 12,00,000. The equipment is expected to have an economic useful life of 8 years. The equipment can be financed either with an 8-year term loan at 14 per cent interest, repayable in equal instalments of Rs 2,58,676 per year, or by an equivalent amount of lease rent per year. In both cases, payments are due at the end of the year. The equipment is subject to the straight line method of depreciation for tax purposes. Assuming no salvage value after the 8-year useful life and 50 per cent tax rate, which of the financing alternatives should it select?
Solution
PV of cash inflows under leasing alternative
Year end Lease payment after taxes(L) (1 – 0.5)
PV factorat 0.07 (Kd)
Total PV
1–8 Rs 1,29,338 5.971 Rs 7,72,277
© Tata McGraw-Hill Publishing Company Limited, Financial Management 25-297
Determination of interest and principal components of loan instalment
Yearend
Loaninstalment
Loan atthe beginning
of the year
Payment of Principal out- standing at
theend of the
year(Col 3 – Col 5)
interest(Col 3 ×
0.14)
principal(Col 2 – Col 4)
1 2 3 4 5 6
1 Rs 2,58,676 Rs 12,00,000 Rs 1,68,000 Rs 90,676 Rs 11,09,324
2 2,58,676 11,09,324 1,55,305 1,03,371 10,05,953
3 2,58,676 10,05,953 1,40,833 1,17,843 8,88,110
4 2,58,676 8,88,110 1,24,335 1,34,341 7,53,769
5 2,58,676 7,53,769 1,05,528 1,53,148 6,00,621
6 2,58,676 6,00,621 84,087 1,74,589 4,26,032
7 2,58,676 4,26,032 59,644 1,99,032 2,27,000
8 2,58,676 2,27,000 31,676 2,27,000 —
© Tata McGraw-Hill Publishing Company Limited, Financial Management 25-298
PV of cash outflows under buying alternative
Year Loaninstalment
Tax advantage on Cash outflowsafter taxes
[Col 2 – (Col 3+ Col 4)]
PV factorat 0.07
TotalPV
interest(I t)×
depreciation
(D t)×
1 2 3 4 5 6 7
1 Rs 2,58,676 Rs 84,000 Rs 75,000 Rs 99,676 0.935 Rs 93,197
2 2,58,676 77,652 75,000 1,06,024 0.873 92,559
3 2,58,676 70,416 75,000 1,13,260 0.816 92,420
4 2,58,676 62,167 75,000 1,21,509 0.763 92,711
5 2,58,676 52,764 75,000 1,30,912 0.713 93,340
6 2,58,676 42,043 75,000 1,41,633 0.666 94,328
7 2,58,676 29,822 75,000 1,53,854 0.623 95,851
8 2,58,676 15,838 75,000 1,67,838 0.582 97,682
7,52,088
Recommendation The borrowing (buying) alternative of financing the purchase of the large equipment should be selected.
© Tata McGraw-Hill Publishing Company Limited, Financial Management 25-299
SOLVED PROBLEM 2
For (Solved Problem 1) compute the net advantage of leasing (NAL) to the lessee assuming (i) The company follows written down value method of depreciation, the deprecation rate being 25 per cent; (ii) The corporate tax is 35 per cent; (iii) Post-tax marginal cost of capital (Kc) is 12 per cent and (iv) The company has several assets in the asset block of 25 per cent.
Solution
Computation of NAL to the lessee
Benefits from lease:
Cost of the equipment (investment saved) Rs 12,00,000
PV of tax shield on lease rentals (working note 2) 4,49,786
Total 16,49,786
Cost of lease:
PV of lease rental (1) 11,99,998
PV of tax shield foregone on depreciation (3) 2,72,333
PV of interest tax shield foregone on debt (4) 2,08,381
Total 16,80,712
NAL (30,926)
Recommendation The lease is not financially viable.
© Tata McGraw-Hill Publishing Company Limited, Financial Management 25-300
(3) PV of tax shield foregone on depreciation
Year Depreciation Tax shield PV factor (at 0.12) Total PV
1 Rs 3,00,000 Rs 1,05,000 0.893 Rs 93,765
2 2,25,000 78,750 0.797 62,764
3 1,68,750 59,062 0.712 42,052
4 1,26,562 44,297 0.636 28,173
5 94,922 33,223 0.567 18,837
6 71,191 24,917 0.507 12,633
7 53,393 18,688 0.452 8,447
8 40,045 14,016 0.404 5,662
2,72,333
Working Notes
(1) PV of lease rentals: Lease rentals PVIFA (14,8) = Rs 2,58,676 4.639 = Rs × ×11,99,998.
(2)PV of tax shield on lease rentals: Lease rentals tax rate PVIFA (12,8) = Rs × ×2,58,676 0.35 4.968 = Rs 4,49,786× ×
© Tata McGraw-Hill Publishing Company Limited, Financial Management 25-301
(4) PV of interest tax shield
Year Interest Tax shield PV factor (at 0.12) Total PV
1 Rs 1,68,000 Rs 58,800 0.893 Rs 52,508
2 1,55,305 54,357 0.797 43,322
3 1,40,833 49,292 0.712 35,096
4 1,24,335 43,517 0.636 27,677
5 1,05,528 36,935 0.567 20,942
6 84,087 29,430 0.507 14,921
7 59,644 20,875 0.452 9,436
8 31,676 11,087 0.404 4,479
2,08,381
© Tata McGraw-Hill Publishing Company Limited, Financial Management 25-302
SOLVED PROBLEM 3
For facts in Solveb Problem 2, determine the break even lease rentals (BELR) for the lessee.
Solution
Computation of BELR
Benefits from lease:
Cost of the equipment Rs 12,00,000
PV of tax shield on lease rentals (working note 2) 1.62365L
Cost of lease:
PV of lease rentals (note 1) 4.639L
PV of tax shield foregone on depreciation 2,72,333
PV of interest tax shield foregone on debt 2,08,381
BELR (L) = 4.639L + Rs 4,80,714 = 1.62365L + Rs 12,00,000
4.639L – 1.62365L = Rs 12,00,000 – Rs 4,80,714
L = Rs 7,19,286/3.01535 = Rs 2,38,541
Working Notes
(i) PV of lease rentals: L PVIFA (14,8) = 4.639 L = 4.639L× ×(ii) PV of tax shield on lease rentals: L PVIFA (14,8) tax rate = 4.639L 0.35 = 1.62365L× × ×
© Tata McGraw-Hill Publishing Company Limited, Financial Management 25-303
SOLVED PROBLEM 4
HCL Ltd is considering acquiring an additional computer to supplement its time-share computer services to its clients. It has two options:
(i) To purchase the computer for Rs 22,00,000.
(ii) To lease the computer for 3 years from a leasing company for Rs 5,00,000 annual lease rent plus 10 per cent of gross time-share service revenue. The agreement also requires an additional payment of Rs 6,00,000 at the end of the third year. Lease rent are payable at the year end, and the computer reverts to the lessor after the contract period.
The company estimates that the computer under review now will be worth Rs 10 lakh at the end of the third year.
Forecast revenues are:
Year 1 Rs 22,50,000
2 25,00,000
3 27,50,000
© Tata McGraw-Hill Publishing Company Limited, Financial Management 25-304
Annual operating costs (excluding depreciation and lease rent of computer) are estimated at Rs 9,00,000, with an additional Rs 1,00,000 for start-up and training costs at the beginning of the first year.
HCL Ltd will borrow at 16 per cent interest to finance the acquisition of the computer; repayments are to be made according to the following schedule.
Year-end Principal Interest Total
1 Rs 5,00,000 Rs 3,52,000 Rs 8,52,000
2 8,50,000 2,72,000 11,22,000
3 8,50,000 1,36,000 9,86,000
The company uses the straight line method to depreciate its assets and pays 50 per cent tax on its income.
The management of HCL Ltd approaches you for advice. Which alternative would you recommend? Why?
© Tata McGraw-Hill Publishing Company Limited, Financial Management 25-305
Solution
PV of cash outflows under leasing alternative
Y
e
a
r
Payment under lease contract Tax shield
@ 50% on
lease
payments
Net cash
outflows
PV
factor
(0.08)
Total
PVLease
rent
10% of
gross
revenue
Lumpsum
payment
1 Rs 5,00,000 Rs2,25,000 — Rs 3,62,500 Rs 3,62,500 0.926 Rs 3,35,675
2 5,00,000 2,50,000 — 3,75,000 3,75,000 0.857 3,21,375
3 5,00,000 2,75,000 Rs 6,00,000 6,87,500 6,87,500 0.794 5,45,875
12,02,925
© Tata McGraw-Hill Publishing Company Limited, Financial Management 25-306
PV of cash outflows under borrowing alternative
Year Loaninstalment
Tax advantage on Net cash outflows
PV factor(0.08)
TotalPV(I 0.50)× (D 0.50)×
1 Rs 8,52,000 Rs 1,76,000 Rs 2,00,000 Rs 4,76,000 0.926 Rs 4,40,776
2 11,22,000 1,36,000 2,00,000 7,86,000 0.857 6,73,602
3 9,86,000 68,000 2,00,000 7,18,000 0.794 5,70,092
Salvage value (10,00,000) 0.794 (7,94,000)
8,90,470
Assumption The start-up and training costs are to be borne by the lessee even if the computer is acquired on lease basis.
Recommendation The management is advised to buy the computer.
307
BUSINESS VALUTIONThe term ‘valuation’ implies the estimated worth of an asset or a security or a business. The alternative approaches to value a firm/an asset are:
Book value, Market value, Intrinsic value, Liquidation value, Replacement value, Salvage value Value of Goodwill Fair value.
32 - 308
Book ValueThe book value of an asset refers to the amount at which an asset is shown in the balance sheet of a firm. Generally, the sum is equal to the initial acquisition cost of an asset less accumulated depreciation. Accordingly, this mode of valuation of assets is as per the going con-cern principle of accounting. In other words, book value of an asset shown in balance does not reflect its current sale value.Book value of a business refers to total book value of all valuable assets (excluding fictitious assets, such as accumulated losses and deferred revenue expenditures, like advertisement, preliminary expenses, cost of issue of securities not written off) less all external liabilities (including preference share capital). It is also referred to as net worth.
Market Value
In contrast to book value, market value refers to the price at which an asset can be sold in the market. The market value can be applied with respect to tangible assets only; intangible assets (in isolation), more often than not, do not have any sale value. Market value of a business refers to the aggregate market value (as per stock market quotation) of all equity shares outstanding. The market value is relevant to listed companies only.
Intrinsic/Economic Value
Intrinsic/Economic Value is the present value of incremental future cash inflows using an appropriate discount rate.
Liquidation Value
As the name suggests, liquidation value represents the price at which each individual asset can be sold if business operations are discontinued in the wake of liquidation of the firm. In operational terms, the liquidation value of a business is equal to the sum of (i) realisable value of assets and (ii) cash and bank balances minus the payments required to discharge all external liabilities. In general, among all measures of value, the liquidation value of an asset/or business is likely to be the least.
Replacement Value
The replacement value is the cost of acquiring a new
asset of equal utility and usefulness. It is normally useful in valuing tangible assets such as office equipment and
furniture and fixtures, which do not contribute towards the revenue of the business firm.
Salvage Value
Salvage value represents realisable/scrap value on the disposal of assets after the expiry of their economic
useful life. It may be employed to value assets such as plant and machinery. Salvage value should be
considered net of removal costs.
Value of Goodwill
The valuation of goodwill is conceptually the most difficult. A business firm can be said to have ‘real’ goodwill in case it earns a rate of return (ROR) on invested funds higher than the ROR earned by similar firms (with the same level of risk). In operational terms, goodwill results when the firm earns excess (‘super’) profits.
Fair Value
Fair value is the average of book value, market value and intrinsic value. The fair value is hybrid in nature and often is the average of these three values.
In India, the concept of fair value has evolved from case laws (and hence is more statutory in nature) and is applicable to certain specific transactions, like payment to minority shareholders. It may be noted that most of the concepts related to value are ‘stock’ based in that they are guided by the worth of assets at a point of time and not the likely contribution they can make towards earnings/cash flows of the business in the future.
© Tata McGraw-Hill Publishing Company Limited, Financial Management 32 - 313
Approaches/Methods of ValuationThere are four approaches to valuation of business (with focus on equity share valuation):
1) Assets based,
2) Earnings based,
3) Market value based and
4) Fair value method.
© Tata McGraw-Hill Publishing Company Limited, Financial Management 32 - 314
Asset-Based Approach to ValuationAssets-based method focuses on determining the value
of Net assets = (Total assets – Total external obligations)
(1)
Net assets per share can be obtained dividing total net
assets by the number of equity shares outstanding. It indicates the net assets backing per equity share (also
known as net worth per share).
Net assets per share = Net assets / Number of equity
shares issued and outstanding (2)
© Tata McGraw-Hill Publishing Company Limited, Financial Management 32 - 315
For the purpose of valuing assets and liabilities, it will be useful for a finance manager/valuer to accord special attention to the following points :
1. While valuing tangible assets, such as plant and machinery, he should consider aspects related to technological obsolescence and capital improvements made in the recent years. Depreciation adjustment may also be needed in case the company is following unsound depreciation policy in this regard.
2. Is the valuation of goodwill satisfactory, given the amount of profits, capital employed and average rate of return available on such businesses?
3. With respect to current assets, are additional provisions required for “unrealisability” of debtors? Likewise, are adjustments required for “unsaleable” stores and stock?
4. With respect to liabilities, there is a need for careful examination of ‘contingent liabilities’, in particular when there is mention of them in the auditor’s report, with a view to assess what portion of such liabilities may fructify. Similarly, adjustments may be required on account of guarantees invoked, income tax, sales tax and other tax liabilities that may arise.
Liquidation value is the final net asset value (if any) per share available to the equity shareholder. The value is given as per Equation
Net assets per share = (Liquidation value of assets – Liquidation expenses – Total external liabilities)/Number of equity shares issued and outstanding. (3)
© Tata McGraw-Hill Publishing Company Limited, Financial Management 32 - 316
Example 1: Following is the balance sheet of Hypothetical Company Limited as on March 31, current year.
Share capital40,000 11% Preference shares of Rs 100 each, fully paid-up 1,20,000 Equity shares of Rs 100 each, fully paid-upProfit and loss account10% DebenturesTrade creditorsProvision for income tax
40
120232071
8282
Fixed assetsLess: DepreciationCurrent assets:StocksDebtorsCash at bankPreliminary expenses
Rs 15030
1005010
120
1602
____282
Additional Information:(i) A firm of professional valuers has provided the following market estimates of its
various assets: fixed assets Rs 130 lakh, stocks Rs 102 lakh, debtors Rs 45 lakh. All other assets are to be taken at their balance sheet values.
(ii) The company is yet to declare and pay dividend on preference shares.(iii) The valuers also estimate the current sale proceeds of the firm’s assets, in the
event of its liquidation: fixed assets Rs 105 lakh, stock Rs 90 lakh, debtors Rs 40 lakh. Besides, the firm is to incur Rs 15 lakh as liquidation costs.You are required to compute the net asset value per share as per book value, market value and liquidation value bases.
© Tata McGraw-Hill Publishing Company Limited, Financial Management 32 - 317
Solution : Determination of Net Asset Value per Share (Rs lakh)
(i) Book value basis Fixed assets (net) Current assets: Stock Debtors Cash and bank
Total assetsLess: External liabilities:
10% DebenturesTrade creditorsProvision for taxation11% Preference share capitalDividend on preference shares (0.11 × Rs 40 lakh)
Net assets available for equity holdersDivided by the number of equity shares (in lakh)Net assets value per share (Rs)
Rs 1005010
2071 840
4.4
Rs 120
160 280
143.4 136.6 1.2
113.83
(ii) Market value basis
Fixed assets (net)
Current assets:
Stock
Debtors
Cash and bank
Total assets
Less: External liabilities (as per details given
above):
Net assets available for equityholders
Divided by the number of equity shares (in lakh)
Net assets value per equity share (Rs)
102
45
10
130
157
287
143.4
143.6
1.2
119.67
(iii) Liquidation value basis
Fixed assets (net)
Current assets:
Stock
Debtors
Cash and bank
Total assets
Less: External liabilities (listed above):
Less: Liquidation costs
Net assets available for equityholders
Divided by the number of equity shares (in lakh)
Net assets value per equity share (in Rs)
90
40
10
105
140
245
143.4
15.0
86.6
1.2
72.17
© Tata McGraw-Hill Publishing Company Limited, Financial Management 32 - 320
Earnings Based Approach to Valuation
Earnings based method relates the firm’s value to its potential future earnings or cash flow generating capacity. Accordingly, there are two major variants of this approach (i) Earnings measure on accounting basis and (ii) earnings measure on cash flow basis.
(i) Earnings measure on accounting basis
As per this method, the earnings approach of business valuation is based on two major parameters, that is, the earnings of the firm and the capatilisation rate applicable to such earnings (given the level of risk) in the market. Earnings, in the context of this method, are the normal expected annual profits. Normally to smoothen out the fluctuations in earnings, the average of past earnings (say, of the last three to five years) is computed.
Value of business (VB) = Future maintainable profits ÷ Relevant capitalisation factor (4)
© Tata McGraw-Hill Publishing Company Limited, Financial Management 32 - 321
Example 2:
In the current year, a firm has reported a profit of Rs 65 lakh, after paying taxes @ 35 per cent. On close examination, the analyst ascertains that the current year’s income includes: (i) extraordinary income of Rs 10 lakh and (ii) extraordinary loss of Rs 3 lakh. Apart from existing operations, which are normal in nature and are likely to continue in the future, the company expects to launch a new product in the coming year.
Revenue and cost estimates in respect of the new product are as follows:
(Rs lakh)
Sales
Material cost
Labour cost (additional)
Allocated fixed costs
Additional fixed costs
Rs 60
15
10
5
8
From the given information, compute the value of the business, given that capitalisation rate applicable to such business in the market is 15 per cent.
Solution : Valuation of Business (Rs lakh)
Profit before tax (Rs 65 lakh/(1 – 0.35) Less: Extraordinary income (not likely to accrue in future) Add: Extraordinary loss (non-recurring in nature) Add: Incremental income expected from the launch of the new product:Sales Less: Incremental costs: Material costs Labour costs Fixed costs (additional)Expected profits before taxes Less: Taxes (0.35)Future maintainable profits after taxesRelevant capitalisation factorValue of business (Rs 78 lakh/0.15)
Rs 1510 8
60
33
Rs 100(10)
3
27120 42
780.15520
Some useful insights into estimate of capitalisation rate can be made by referring to the Price ear-nings (P/E) ratio. The reciprocal of the P/E ratio is indicative of the capitalisation factor employed for the business by the market. In Example 2, the P/E ratio is approximately 6.67 (1/0.15). The product of future maintainable profits, after taxes, Rs 78 lakh and the P/E multiple of 6.67 times, yield Rs 520 lakh. Given the fact that P/E ratio is a widely used measure, it is elaborated below.
© Tata McGraw-Hill Publishing Company Limited, Financial Management 32 - 323
Price Earnings (P/E) RatioThe P/E ratio (also known as the P/E multiple) is the method most widely used by finance managers, investment analysts and equity shareholders to arrive at the market price of an equity share. The application of this method primarily requires the determination of earnings per equity share (EPS). The EPS is computed as per Equation
EPS = Net earnings available to equity shareholders during the period/Number of equity shares outstanding during the period. (5)
The EPS is to be multiplied by the P/E ratio to arrive at the market price of equity share (MPS).
MPS= EPS × P/E ratio (6)
The P/E ratio may be derived given the MPS and EPS.
P/E ratio = MPS/EPS (7)(7)
© Tata McGraw-Hill Publishing Company Limited, Financial Management 32 - 324
Example 3
For facts in Example 2, determine the market price per equity share (based on future earnings). Assuming:
(i) The company has 1,00,000 11% Preference shares of Rs 100 each, fully paid-up.(ii) The company has 4,00,000 Equity shares of Rs 100 each, fully paid- up.(iii) P/E ratio is 8 times.
Solution
Determination of Market Price of Equity Share
Future maintainable profits after taxesLess: Preference dividends (1,00,000 × Rs 11)Earnings available to equity-holders Divided by number of equity sharesEarnings per share (Rs 67 lakh/4 lakh)Multiplied by P/E ratio (times)Market price per share (Rs 16.75 × 8)
Rs 78,00,000 11,00,000 67,00,000
4,00,000 16.75 8
134
To use the DCF approach, accounting earnings (as shown by the firm’s income statement) are to be converted to cash flow figures as shown in Format 1.
Format 1: Computation of Cash Flows
After tax operating earnings*
Plus: Depreciation
Plus: Other non-cash items (say, amortisation of non-tangible asset,
such as patents, trade marks, etc and loss on sale of long- term assets)
* The interest costs are included as a part of the discount rate (K0).
Format 2 shows computation of operating free cash flows (OFCF) for the purpose of valuation of a business.
Format 2: Determination of Operating Free Cash Flows (OFCFF)
After tax operating earnings*
Plus: Depreciation, amortisation and other non-cash items
Less: Investments in long-term assets
Less: Investments in operating net working capital**
Operating free cash flows (OFCFF)
*Exclusive of income from (i) marketable securities and non- operating investments and (ii) extraordinary incomes or losses.
**Addition is to be made in the event of decrease of net working capital.
Format 3: Determination of Free Cash Flows (FCFF)
Operating free cash flows (as per Format 2)
Plus: After tax non-operating income/cash flows*
Plus: Decrease (minus increase) in non-operating
Assets, say marketable securities
Free cash flows to Firm (FCFF)
* Non-operating income (1 – tax rate)
The free cash flow (FCFF) is the legitimate cash flow for the purpose of business valuation in that it reflects the cash flows generated by a company’s operations for all the providers (debt and equity) of its ‘capital’. The FCFF is a more comprehensive term as it includes cash flows due to after tax non-operating income as well as adjustments for non-operating assets. Format 3 exhibits the procedure of determining FCFF.
Market Value
In contrast to book value, market value refers to the price at which an asset can be sold in the market. The market value can be applied with respect to tangible assets only; intangible assets (in isolation), more often than not, do not have any sale value. Market value of a business refers to the aggregate market value (as per stock market quotation) of all equity shares outstanding. The market value is relevant to listed companies only.
Intrinsic/Economic Value
Intrinsic/Economic Value is the present value of incremental future cash inflows using an appropriate discount rate.
Liquidation Value
As the name suggests, liquidation value represents the price at which each individual asset can be sold if business operations are discontinued in the wake of liquidation of the firm. In operational terms, the liquidation value of a business is equal to the sum of (i) realisable value of assets and (ii) cash and bank balances minus the payments required to discharge all external liabilities. In general, among all measures of value, the liquidation value of an asset/or business is likely to be the least.
Replacement Value
The replacement value is the cost of acquiring a new
asset of equal utility and usefulness. It is normally useful in valuing tangible assets such as office equipment and
furniture and fixtures, which do not contribute towards the revenue of the business firm.
Salvage Value
Salvage value represents realisable/scrap value on the disposal of assets after the expiry of their economic
useful life. It may be employed to value assets such as plant and machinery. Salvage value should be
considered net of removal costs.
Value of Goodwill
The valuation of goodwill is conceptually the most difficult. A business firm can be said to have ‘real’ goodwill in case it earns a rate of return (ROR) on invested funds higher than the ROR earned by similar firms (with the same level of risk). In operational terms, goodwill results when the firm earns excess (‘super’) profits.
Fair Value
Fair value is the average of book value, market value and intrinsic value. The fair value is hybrid in nature and often is the average of these three values.
In India, the concept of fair value has evolved from case laws (and hence is more statutory in nature) and is applicable to certain specific transactions, like payment to minority shareholders. It may be noted that most of the concepts related to value are ‘stock’ based in that they are guided by the worth of assets at a point of time and not the likely contribution they can make towards earnings/cash flows of the business in the future.
© Tata McGraw-Hill Publishing Company Limited, Financial Management 32 - 333
Approaches/Methods of ValuationThere are four approaches to valuation of business (with focus on equity share valuation):
1) Assets based,
2) Earnings based,
3) Market value based and
4) Fair value method.
© Tata McGraw-Hill Publishing Company Limited, Financial Management 32 - 334
Asset-Based Approach to ValuationAssets-based method focuses on determining the value
of Net assets = (Total assets – Total external obligations)
(1)
Net assets per share can be obtained dividing total net
assets by the number of equity shares outstanding. It indicates the net assets backing per equity share (also
known as net worth per share).
Net assets per share = Net assets / Number of equity
shares issued and outstanding (2)
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For the purpose of valuing assets and liabilities, it will be useful for a finance manager/valuer to accord special attention to the following points :
1. While valuing tangible assets, such as plant and machinery, he should consider aspects related to technological obsolescence and capital improvements made in the recent years. Depreciation adjustment may also be needed in case the company is following unsound depreciation policy in this regard.
2. Is the valuation of goodwill satisfactory, given the amount of profits, capital employed and average rate of return available on such businesses?
3. With respect to current assets, are additional provisions required for “unrealisability” of debtors? Likewise, are adjustments required for “unsaleable” stores and stock?
4. With respect to liabilities, there is a need for careful examination of ‘contingent liabilities’, in particular when there is mention of them in the auditor’s report, with a view to assess what portion of such liabilities may fructify. Similarly, adjustments may be required on account of guarantees invoked, income tax, sales tax and other tax liabilities that may arise.
Liquidation value is the final net asset value (if any) per share available to the equity shareholder. The value is given as per Equation
Net assets per share = (Liquidation value of assets – Liquidation expenses – Total external liabilities)/Number of equity shares issued and outstanding. (3)
© Tata McGraw-Hill Publishing Company Limited, Financial Management 32 - 336
Example 1: Following is the balance sheet of Hypothetical Company Limited as on March 31, current year.
Share capital40,000 11% Preference shares of Rs 100 each, fully paid-up 1,20,000 Equity shares of Rs 100 each, fully paid-upProfit and loss account10% DebenturesTrade creditorsProvision for income tax
40
120232071
8282
Fixed assetsLess: DepreciationCurrent assets:StocksDebtorsCash at bankPreliminary expenses
Rs 15030
1005010
120
1602
____282
Additional Information:(i) A firm of professional valuers has provided the following market estimates of its
various assets: fixed assets Rs 130 lakh, stocks Rs 102 lakh, debtors Rs 45 lakh. All other assets are to be taken at their balance sheet values.
(ii) The company is yet to declare and pay dividend on preference shares.(iii) The valuers also estimate the current sale proceeds of the firm’s assets, in the
event of its liquidation: fixed assets Rs 105 lakh, stock Rs 90 lakh, debtors Rs 40 lakh. Besides, the firm is to incur Rs 15 lakh as liquidation costs.You are required to compute the net asset value per share as per book value, market value and liquidation value bases.
© Tata McGraw-Hill Publishing Company Limited, Financial Management 32 - 337
Solution : Determination of Net Asset Value per Share (Rs lakh)
(i) Book value basis Fixed assets (net) Current assets: Stock Debtors Cash and bank
Total assetsLess: External liabilities:
10% DebenturesTrade creditorsProvision for taxation11% Preference share capitalDividend on preference shares (0.11 × Rs 40 lakh)
Net assets available for equity holdersDivided by the number of equity shares (in lakh)Net assets value per share (Rs)
Rs 1005010
2071 840
4.4
Rs 120
160 280
143.4 136.6 1.2
113.83
(ii) Market value basis
Fixed assets (net)
Current assets:
Stock
Debtors
Cash and bank
Total assets
Less: External liabilities (as per details given
above):
Net assets available for equityholders
Divided by the number of equity shares (in lakh)
Net assets value per equity share (Rs)
102
45
10
130
157
287
143.4
143.6
1.2
119.67
(iii) Liquidation value basis
Fixed assets (net)
Current assets:
Stock
Debtors
Cash and bank
Total assets
Less: External liabilities (listed above):
Less: Liquidation costs
Net assets available for equityholders
Divided by the number of equity shares (in lakh)
Net assets value per equity share (in Rs)
90
40
10
105
140
245
143.4
15.0
86.6
1.2
72.17
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Earnings Based Approach to Valuation
Earnings based method relates the firm’s value to its potential future earnings or cash flow generating capacity. Accordingly, there are two major variants of this approach (i) Earnings measure on accounting basis and (ii) earnings measure on cash flow basis.
(i) Earnings measure on accounting basis
As per this method, the earnings approach of business valuation is based on two major parameters, that is, the earnings of the firm and the capatilisation rate applicable to such earnings (given the level of risk) in the market. Earnings, in the context of this method, are the normal expected annual profits. Normally to smoothen out the fluctuations in earnings, the average of past earnings (say, of the last three to five years) is computed.
Value of business (VB) = Future maintainable profits ÷ Relevant capitalisation factor (4)
© Tata McGraw-Hill Publishing Company Limited, Financial Management 32 - 341
Example 2:
In the current year, a firm has reported a profit of Rs 65 lakh, after paying taxes @ 35 per cent. On close examination, the analyst ascertains that the current year’s income includes: (i) extraordinary income of Rs 10 lakh and (ii) extraordinary loss of Rs 3 lakh. Apart from existing operations, which are normal in nature and are likely to continue in the future, the company expects to launch a new product in the coming year.
Revenue and cost estimates in respect of the new product are as follows:
(Rs lakh)
Sales
Material cost
Labour cost (additional)
Allocated fixed costs
Additional fixed costs
Rs 60
15
10
5
8
From the given information, compute the value of the business, given that capitalisation rate applicable to such business in the market is 15 per cent.
Solution : Valuation of Business (Rs lakh)
Profit before tax (Rs 65 lakh/(1 – 0.35) Less: Extraordinary income (not likely to accrue in future) Add: Extraordinary loss (non-recurring in nature) Add: Incremental income expected from the launch of the new product:Sales Less: Incremental costs: Material costs Labour costs Fixed costs (additional)Expected profits before taxes Less: Taxes (0.35)Future maintainable profits after taxesRelevant capitalisation factorValue of business (Rs 78 lakh/0.15)
Rs 1510 8
60
33
Rs 100(10)
3
27120 42
780.15520
Some useful insights into estimate of capitalisation rate can be made by referring to the Price ear-nings (P/E) ratio. The reciprocal of the P/E ratio is indicative of the capitalisation factor employed for the business by the market. In Example 2, the P/E ratio is approximately 6.67 (1/0.15). The product of future maintainable profits, after taxes, Rs 78 lakh and the P/E multiple of 6.67 times, yield Rs 520 lakh. Given the fact that P/E ratio is a widely used measure, it is elaborated below.
© Tata McGraw-Hill Publishing Company Limited, Financial Management 32 - 343
Price Earnings (P/E) RatioThe P/E ratio (also known as the P/E multiple) is the method most widely used by finance managers, investment analysts and equity shareholders to arrive at the market price of an equity share. The application of this method primarily requires the determination of earnings per equity share (EPS). The EPS is computed as per Equation
EPS = Net earnings available to equity shareholders during the period/Number of equity shares outstanding during the period. (5)
The EPS is to be multiplied by the P/E ratio to arrive at the market price of equity share (MPS).
MPS= EPS × P/E ratio (6)
The P/E ratio may be derived given the MPS and EPS.
P/E ratio = MPS/EPS (7)(7)
© Tata McGraw-Hill Publishing Company Limited, Financial Management 32 - 344
Example 3
For facts in Example 2, determine the market price per equity share (based on future earnings). Assuming:
(i) The company has 1,00,000 11% Preference shares of Rs 100 each, fully paid-up.(ii) The company has 4,00,000 Equity shares of Rs 100 each, fully paid- up.(iii) P/E ratio is 8 times.
Solution
Determination of Market Price of Equity Share
Future maintainable profits after taxesLess: Preference dividends (1,00,000 × Rs 11)Earnings available to equity-holders Divided by number of equity sharesEarnings per share (Rs 67 lakh/4 lakh)Multiplied by P/E ratio (times)Market price per share (Rs 16.75 × 8)
Rs 78,00,000 11,00,000 67,00,000
4,00,000 16.75 8
134
To use the DCF approach, accounting earnings (as shown by the firm’s income statement) are to be converted to cash flow figures as shown in Format 1.
Format 1: Computation of Cash Flows
After tax operating earnings*
Plus: Depreciation
Plus: Other non-cash items (say, amortisation of non-tangible asset,
such as patents, trade marks, etc and loss on sale of long- term assets)
* The interest costs are included as a part of the discount rate (K0).
Format 2 shows computation of operating free cash flows (OFCF) for the purpose of valuation of a business.
Format 2: Determination of Operating Free Cash Flows (OFCFF)
After tax operating earnings*
Plus: Depreciation, amortisation and other non-cash items
Less: Investments in long-term assets
Less: Investments in operating net working capital**
Operating free cash flows (OFCFF)
*Exclusive of income from (i) marketable securities and non- operating investments and (ii) extraordinary incomes or losses.
**Addition is to be made in the event of decrease of net working capital.
Format 3: Determination of Free Cash Flows (FCFF)
Operating free cash flows (as per Format 2)
Plus: After tax non-operating income/cash flows*
Plus: Decrease (minus increase) in non-operating
Assets, say marketable securities
Free cash flows to Firm (FCFF)
* Non-operating income (1 – tax rate)
The free cash flow (FCFF) is the legitimate cash flow for the purpose of business valuation in that it reflects the cash flows generated by a company’s operations for all the providers (debt and equity) of its ‘capital’. The FCFF is a more comprehensive term as it includes cash flows due to after tax non-operating income as well as adjustments for non-operating assets. Format 3 exhibits the procedure of determining FCFF.
© Tata McGraw-Hill Publishing Company Limited, Financial Management 26-349
Venture Capital Financing
Theoretical Framework
Indian Venture Capital Scenario
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Venture capital, as a fund-based financial service, has emerged the world over to fill gaps in the conventional financial mechanism, focusing on new entrepreneurs, commercialisation of new technologies and support to small/medium enterprises in the manufacturing and the service sectors.
Venture Capital
© Tata McGraw-Hill Publishing Company Limited, Financial Management 26-351
Over the years, the concept of venture capital has undergone significant changes.
It is new technique of financing to inject long-term capital into the small and medium sectors.
Venture Capital
352 Financial Management, Ninth Edition © I M PandeyVikas Publishing House Pvt. Ltd.
Features of Venture Capital
• Equity Participation.
• Long-term Investments.
• Participation in Management.
Venture capitalist combines the qualities of bankers, stock market investors and entrepreneur in one.
353 Financial Management, Ninth Edition © I M PandeyVikas Publishing House Pvt. Ltd.
Stages in Venture Financing
• Early Stage Financing
• Expansion Financing
• Acquisition/Buyout Financing
354 Financial Management, Ninth Edition © I M PandeyVikas Publishing House Pvt. Ltd.
Venture Capital Investment Process
• Deal Origination
• Screening
• Evaluation
• Deal Structuring
• Post-investment activity
• Exit
355 Financial Management, Ninth Edition © I M PandeyVikas Publishing House Pvt. Ltd.
Methods of Venture Financing
• Equity• Conditional Loan• Income Note• Other Financing Methods
1. Participating Debentures2. Partially Convertible Debentures3. Cumulative Convertible Preference Shares4. Deferred Shares5. Convertible Loan Stock6. Special Ordinary Shares7. Preferred Ordinary Shares
© Tata McGraw-Hill Publishing Company Limited, Financial Management 26-356
Features
The characteristics features of venture capital differentiate it from other capital investments. It is basically equity finance in relation to new listed companies and debt financing is only supplementary to ensure running yield on the portfolio of the venture capitalists/capital institution (VCIs). It is long-term investment in growth-oriented small/medium firms. There is a substantial degree of active involvement of VCIs with the promoters of venture capital undertakings (VCUs) to provide, through a hands-on approach, managerial skills without interfering in the management. The venture capital financing involves high risk-return spectrum. It is not technology finance though technology finance may form a sub-set of such financing. Its scope is much wider.
© Tata McGraw-Hill Publishing Company Limited, Financial Management 26-357
Based on the above description of venture capital, some of the distinguishing features of VC as against other capital investments can be identified as:
Venture capital is basically equity finance in relatively new companies when it is too early to go to the capital market to raise funds. However, such investment is not exclusively equity investment. It can also be made in the form of loan finance/convertible debt to ensure a running yield on the portfolio of venture capitalists. Nonetheless, the basic objective of venture capital financing is to earn capital gain on equity investment at the time of exist and debt financing is only supplementary.
It is a long-term investment in growth-oriented small/medium firms. The acquisition of outstanding shares from other shareholders cannot be considered venture capital investment. It is new, long-term capital that is injected to enable the business to grow rapidly.
There is a substantial degree of active involvement of the venture capital institutions with the promoters of the venture capital undertakings. It means such finance also provides business skills to the investee firms which is termed as ‘hands-on’ approach/management. However, venture capitalists do not seek/acquire a majority/controlling interest in the investees, though under special circumstances and for a limited period, they might have a controlling interest. But the objective is to provide business/managerial skill only and not interfere in management.
© Tata McGraw-Hill Publishing Company Limited, Financial Management 26-358
Venture capital financing involves high risk-return spectrum. Some of the ventures yield very high returns to more than compensate for heavy losses on others which also may have had potential of profitable returns. The returns in such financing are essentially through capital gains at the time of exits from disinvestments in the capital market.
Venture capital is not technology finance though technology finance may form a sub-set of venture capital financing. The concept of venture capital embraces much more than financing new, high technology-oriented companies. It essentially involves the financing of small and medium-sized firms through early stages of their development until they are established and are able to raise finance from the conventional, industrial finance market. The scope of venture capital activity is fairly wide.
In brief, a venture capital institution is a financial intermediary between investors looking for high potential returns and entrepreneurs who need institutional capital as they are yet not ready/able to go to the public.
Venture capital institution (fund) is a financial intermediary between investors looking for high potential returns and enterpreneurs who need institutional capital as they are yet not ready to go to the public.
Contd.
© Tata McGraw-Hill Publishing Company Limited, Financial Management 26-359
Selection of Investment
The first step in the venture capital financing decision is the selection of investment. The starting point of the evaluation process by the venture capital institution (VCI) is the business plan of the venture capital undertaking (promoter).
The selection of the investment proposal includes, inter alia, stages of financing, methods to evaluate deals and the financial instruments to structure a deal.
Stages of Financing
The selection of investment by a VCI is closely related to the stages and type of investment. From analytical angle, the different stages of investments are recognised and vary as regards the time-scale, risk perceptions and other related characteristics of the investment decision process of the VCIs. The stages of financing, as differentiated in the venture capital industry, broadly fall into two categories: (a) early stage, and (b) later stage.
Early Stage Financing
This stage includes (i) seed capital/pre-start-up, (ii) start-up and (iii) second-round financing.
Later Stage Financing
This stage of venture capital financing involves established businesses which require additional financial support but cannot take recourse to public issues of capital. It includes mezzanine/development capital, bridge/ expansion, buyouts and turnarounds.
© Tata McGraw-Hill Publishing Company Limited, Financial Management 26-360
Early Stage Financing
Seed Capital
This stage is essentially an applied research phase where the concepts and ideas of the promoters constitute the basis of a pre-commercialisation research project usually expected to end in a prototype which may or may not lead to a business launch.
Start up
Start up is a stage when product/service is commercialised for the first time in association with venture capital institution.
Second Round Financing
This represents the stage at which the product has already been launched in the market but the business has not yet become profitable enough for public offering to attract new investors. The promoter has invested his own funds but further infusion of funds by the VCIs is necessary.
© Tata McGraw-Hill Publishing Company Limited, Financial Management 26-361
Later Stage Financing
Mezzanine/Development Capital
This is financing of established businesses which have overcome the extremely high-risk early stage, have recorded profits for a few years but are yet to reach a stage when they can go public and raise money from the capital market/conventional sources.
Bridge/Expansion
This finance by VCIs involves low risk perception and a time-frame of one to three years. Venture capital undertakings use such finance to expand business by way of growth of their own productive asset or by the acquisition of other firms/assets of other firms. In a way, it represents the last round of financing before a planned exit.
Buyouts
These refer to the transfer of management control. They fall into two categories:
Management Buyout Management buyouts are provisions of funds to enable existing management/investors to acquire an existing product.
Management Buyins Management buyins are funds provided to enable an outside group buy an ongoing venture/company.
© Tata McGraw-Hill Publishing Company Limited, Financial Management 26-362
Turnarounds
These are a sub-set of buyouts and involve buying the control of a sick company. Two kinds of inputs are required in a turnaround—namely, money and management. The VCIs have to identify good management and operations leadership. Such form of venture capital financing involves medium to high risk and a time-frame of three to five years. It is gaining widespread acceptance and increasingly becoming the focus of attention of VCIs.
© Tata McGraw-Hill Publishing Company Limited, Financial Management 26-363
Financial Analysis
The venture investments are generally idea-based and growth-based. Some of the valuation methods which illustrate the approach that VCIs can adopt are:
1) Conventional venture capitalist valuation method,
2) The first Chicago method and
3) The revenue multiplier method.
© Tata McGraw-Hill Publishing Company Limited, Financial Management 26-364
(1) Conventional Venture Capitalist Valuation Method
Conventional method is a method of valuation of venture capital undertakings which takes into account only the starting time of investment and the exit time.
The sequence of steps in the valuation of the VCUs and the determination of the percentage share ownership of the VCIs in the ICs are:
1) To compute the annual revenue at the time of liquidation of the investments, the present annual revenue in the beginning is compounded by an expected annual growth rate for the holding period, say, seven years;
2) Compute the expected earnings level, that is equal to future earnings level multiplied by after tax margin percentage at the time of liquidation;
3) Compute the future market valuation of the VCU, that is equal to earnings levels multiplied by expected P/E ratio on the date of liquidation;
4) Obtain the present value of the ICs, using a suitable discount factor; and5) If the present value of the VCU is Rs 50 lakh and the entrepreneur wants
Rs 20 lakh as the venture capital from the VCIs, the minimum percentage of ownership required is two-fifths (40 per cent).
The weakness of this method is that it ignores the stream of earnings (losses) during the entire period and over-emphasises the one exit date.
© Tata McGraw-Hill Publishing Company Limited, Financial Management 26-365
(2) The First Chicago Method
The first chicago method is a method of valuation that considers the entire earnings stream of the venture capital undertaking/investor companies.
The steps involved in the valuation process are:
1) Three alternative scenarios, are perceived/considered, namely, success, sideways survival and failure. Each one of these is assigned a probability rating;
2) Using a discount rate, the discounted present value of the VCU is computed. The discount rate is substantially higher to reflect risk dimension.
3) The discounted present value is multiplied by the respective probabilities. The expected present value of the VCU is equal to the total of these in the three alternative scenarios.
4) Assuming expected present value of the VCU at Rs 5 crore and the fund requirement from the VCIs as Rs 2.5 crore, the minimum ownership required is 50 per cent (half).
© Tata McGraw-Hill Publishing Company Limited, Financial Management 26-366
(3) Revenue Multiplier Method
A revenue multiplier is a factor that can be used to estimate the value of a VCU. By multiplying that factor the annual revenue of the company is estimated by VCIs. Symbolically,
Where,V = present value of the VCUR = annual revenue levelr = expected annual rate of growth of revenuen = expected number of years from the starting date to the exit date (holding
period)a = expected after-tax profit margin percentage at the time of exitP = expected price/earnings (P/E) ratio at exit timed = appropriate discount rate for a venture investment at this stage
This method can be used in the case of early stage/start-up venture capital investments when earnings, based on after-tax profits, may be low/negative in early years but there may be revenue/sales income.
( ) ( ) ( )( )nd1
panr1RV
tM+
+==
© Tata McGraw-Hill Publishing Company Limited, Financial Management 26-367
Structuring the Deal/Financial Instruments
The structuring of the deal refers to the financial instruments through which venture capital investment is made. From the point of view of
nature, the financial instruments a VCI can choose from, can be broadly divided into
Equity instruments
Debt instruments
© Tata McGraw-Hill Publishing Company Limited, Financial Management 26-368
Equity Instruments
1) Ordinary equity shares; 2) Non-voting equity shares which are entitled to a higher dividend but carry no
voting rights; 3) Deferred ordinary shares on which the ordinary share rights are deferred for a
specified period/until the happening of a certain event such as listing of shares on the stock exchange or the sale of the company;
4) Preferred ordinary shares. In addition to the voting rights, such shares also carry rights to a modest fixed dividend;
5) Equity warrants entitle investors in debentures/bonds to acquire ordinary shares at a future date;
6) Preference shares; 7) Cumulative convertible preference shares which are converted into equity
shares after a specified time; 8) Participating preference shares which, in addition to the preference dividend,
are entitled to an extra dividend after the payment of dividend to the equity shareholders;
9) Cumulative convertible participatory preferred ordinary shares combine the benefit of preferred dividend and cumulative as well as participative features and
10) Convertible cumulative redeemable preference shares have two elements, namely, convertibility into equity at specified point of time and redeemability on the expiry of a certain period.
© Tata McGraw-Hill Publishing Company Limited, Financial Management 26-369
Debt Instruments
To ensure that the entrepreneur retains managerial control and the VCI receives a running yield during the early years when the equity portion is unlikely to yield any return, debt instruments are also used by VCIs. They include, in addition to conventional loans, income notes, non-convertible debentures, partly convertible debentures, fully convertible debentures, zero interest bonds, secured premium notes and deep discount bonds.
Condition Loan
Condition loan is a quasi-equity instrument without any pre-determined repayment schedule or interest rate; the charge is a royalty on sales.
Conventional Loans
These are modified to the requirements of venture capital financing. They carries lower interest initially which increases after commercial production commences.
Income Notes
Income notes are instruments which carry a uniform low rate of interest plus a royalty on sales.
© Tata McGraw-Hill Publishing Company Limited, Financial Management 26-370
Non-convertible Debentures (NCDs)
These carry a fixed/variable rate of interest, are redeemable at par/premium, are secured, and can be cumulative/non-cumulative.
Partly Convertible Debentures (PCDs)
These have two components: (i) a convertible portion and (ii) a non-convertible portion. The convertible portion is converted into equity shares at par/premium. The non-convertible portion earns interest till redemption generally at par.
Zero Interest/Coupon Bonds/Debentures
These can be either convertible or non-convertible with zero/no interest rate. The non-convertible bonds are sold at a discount from their maturity value while the convertible ones are converted into equity shares at a stipulated price and time.
Secured Premium Notes
These are secured, redeemable at premium in lumpsum/instalments, have zero interest and carry a warrant against which equity shares can be acquired. This instrument is also useful for later stage financing.
Deep Discount Bonds
These are issued at a large discount to their maturity value. As a long-term instrument, these are not suited to venture capital investment.
© Tata McGraw-Hill Publishing Company Limited, Financial Management 26-371
Investment Nurturing/Aftercare
The after-care stage of venture capital financing relates to different styles of nurturing, its objectives and techniques. The style of nurturing which refers to the extent of participation by VCIs in the affairs of the venture, falls into three broad categories: hands on, hands off and hands holding. Some of the important techniques to achieve the objectives are personal discussion; plant visits, nominee directors, periodic reports and commissioned studies.
© Tata McGraw-Hill Publishing Company Limited, Financial Management 26-372
Styles
Hands-on Nurturing
Hands-on nurturing is a continuous and constant involvement in the operations of the investee company by the venture capital institution which is institutionalized in the form of representation on the board of directors.
Hand-off Nurturing
Hand-off nurturing is the passive role played by venture capital funds in formulating strategies/policy matters.
Hands-holding Nurturing
This is mid-way between hands-on and hands-off styles. It is, essentially, a reactive approach. Like the hands-on style, the VCI has the right to have a nominee on the board of directors of the VCU, but actively participates in the decision making process only on being approached by the latter. If the VCU experiences any difficulty, the VCI provides either in-house assistance or assistance from outside experts.
© Tata McGraw-Hill Publishing Company Limited, Financial Management 26-373
Valuation of Portfolio
The venture capital portfolio has to be valued from time to time to monitor and evaluate the performance of the venture capital investment, that is, whether there has been an appreciation in the value of the investment or otherwise. The portfolio valuation approaches/techniques depend on the type of investments, namely, equity and debt instruments. These, in turn, depend on the stage of investment: seed, start-up, early and later stages of the venture.
Equity Instruments
1) Cost Method2) Market Value Based Methods
Debt Instruments
1) Convertible2) Non-convertible 3) Leveraged
© Tata McGraw-Hill Publishing Company Limited, Financial Management 26-374
(1) Cost Method
According to this method, the value of equity holding is computed/recorded at the historical cost of acquisition until it is disposed of. Although simple, objective, and easy to under-stand, it does not indicate a fair value of investment, does not reflect management performance and may result in two values for equity acquired at two different points in time. It does not provide a satisfactory basis of valuation of venture capital investments.
(2) Market Value-based Methods
(1) Quoted Market Value Method
This is based on market quotations of securities. It is, therefore, relevant only to organisations listed on stock exchanges.
(2) Fair Market Value Method
Fair value is the price to be agreed upon in an open and unrestricted market between parties and equationally expressed as: a representative level of earnings x appropriate capitalisation rate.
© Tata McGraw-Hill Publishing Company Limited, Financial Management 26-375
Stages of Investments
Unquoted Venture Investments
Unquoted venture investments are defined as investments in immature companies, namely, seed, start-up and early stage, until the companies stabilise and grow. They should generally be valued at cost as their market value is not available.
Unquoted Development Investments
Unquoted development investments are investments in mature companies with a profit record and where an exit can be reasonably foreseen. They also do not have a market value.
Quoted Investments
Quoted investments in companies which have achieved a possible exit by floatation of issues. They are valued at market quotations.
© Tata McGraw-Hill Publishing Company Limited, Financial Management 26-376
Debt Instruments
(1) Convertible Debt
Debt instruments are generally valued at cost. But convertible debts are converted into equity at a specified price and time. They should, therefore, be valued in the case of VCIs on the same basis as equity investments. There are two appropriate methods for valuing them
(i) Market Value Method
This is appropriate for quoted convertible debt investments on the basis of the same principles as are applicable to quoted investments.
(ii) Fair Value Method
This is appropriate, as in the case of unquoted equity investments, for unquoted convertible debt investments. As pointed out earlier, the valuation according to this method is based on the price agreed upon in an open and unrestricted market.
© Tata McGraw-Hill Publishing Company Limited, Financial Management 26-377
(2) Non-convertible Debt
This debt supplied by VCIs can be of two types
(i) Fixed Interest Non-convertible Debt
This should be valued by relating the nominal yield of the investment to an appropriate current yield which depends upon a number of factors such as interest yield on the date of valuation, maturity date of the issue, safety of the principal, debt-service coverage, stability and growth of the earnings of the venture and so on.
(ii) Non-interest Non-convertible Debt
A factor of critical importance in this case is the solvency of the venture. If it is doubtful, an appropriate discount rate may be used to the value computed according to the method used for valuating fixed interest non-convertible debt.
(3) Highly Leveraged Investments
These should, generally, be valued at cost.
© Tata McGraw-Hill Publishing Company Limited, Financial Management 26-378
Structural Aspects
The alternative forms in which VCIs can be structured are:
1) Limited partnership,
2) Investment company,
3) Investment trust,
4) Offshore funds and
5) Small business investment company.
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1) Limited Partnership
Normally, the partnership form of organisation/structure has unlimited liability of partners. Limited partnership consists of two types of partners: general and limited. The general partner, whose liability is unlimited, invites other investors to become limited partners in the partnership with limited liability and invest but do not participate in the actual operations of the business. The main functions of the general partners/service corporations are:
1) business identification and development,
2) investment appraisal and investigation of potential investment,
3) negotiation and closing of deals,
4) investment monitoring, advice and assistance to VCUs;
5) arrangement for sale of shares at the exit time and
6) other fund management functions.
© Tata McGraw-Hill Publishing Company Limited, Financial Management 26-380
Mode of Compensation
The general partner/service corporation as a fund manager is compensated in two ways: (i) annual management fee, (ii) carried interest.
(i) Annual Management Fee
This covers the normal operating expenses such as salary and allowances of employees, administrative expenses and all expenses related to the selection of investments as well as disinvestments but excludes legal expenses and professional fee related to investment portfolio which are reimbursed separately.
(ii) Carried Interest
The most popular approach is that the general partner contributes one per cent and the limited partners contribute 99 per cent of the capital of the fund. The general partner normally receives one-fifth of the net gains as carried interest while the remaining four-fifths is distributed among the limited partners.
Evaluation
The benefit of limited partnership, as a form of structuring of VCIs, is its tax treatment. The profit of limited partnership is taxed only at the level of the partners. It is completely tax free if the partner is a tax free entity such as pension funds.
© Tata McGraw-Hill Publishing Company Limited, Financial Management 26-381
(2) Investment Company
This is organised as a limited company. Although it is the simplest structure for a VCI, a serious drawback is the double taxation of income. Both the investment company and its shareholders are liable to tax on their respective incomes.
(3) Investment Trust
This is a company and is, generally, not liable to tax on chargeable gains/dividends but most of the other income of the trust is taxable.
(4) Offshore Investment Company
This is incorporated in a country other than the country in which the offshore company makes an investment. Its tax liability depends on the tax laws applicable to the resident status of the company.
Offshore Unit Trust
This resembles an offshore investment company in organisation but enjoys tax concessions and has a very flexible structure.
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Exit
The last stage in venture capital financing is the exit to realise the investment so as to make a profit/minimise losses. The important aspect of the exit stage of venture capital financing is the decision regarding the disinvestments/realisation alternatives which are related to the type of investment, namely, equity/quasi-equity and debt instruments.
Disinvestments of Equity/Quasi-Equity Investments
There are five disinvestment channels for realisation of such investments:
1) going public, 2) sale of shares to entrepreneurs/employees, 3) trade sales/sale to another company, 4) selling to a new investor and 5) liquidation/receivership.
The first four alternative routes are voluntary while the last one is involuntary.
(5) Small Business Investment Company
This provides an impetus to banks to participate in ventures in the form of equity and long term debt. It can, however, invest only in small concerns. It is prohibited from investing more than 20 per cent of its capital and reserves nor is it allowed to acquire controlling interest in a single company. The loans must be for more than five years. It has a very flexible structure of equity investments.
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Going Public/Initial Public Offering/Flotation
The most common channel of disinvestment by a VCI is through public issue of capital of the VCU, including its own holdings. The merits of public issues are liquidity of investments through listing on stock exchanges, higher price of securities compared to private placement, better image and credibility with public, managers, customers, financial institution and so on.
Sale of Shares to Entrepreneurs/Employees/Earnout
The shares/stakes of VCIs may be sold to the entrepreneurs/companies themselves who are allowed to buy their own equity.
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Important Put-and-call FormulaeBook Value Method This is used in mature companies that have achieved a healthy track record, that is they have achieved a reasonable degree of stability in operations.P/E Ratio This is the most common method for exercising the put and call option. The price is equal to the earnings per share multiplied by the P/E ratio.Percentage of Sales Method This is a modified P/E ratio. On the basis of the pre-tax earnings/profit before tax as a percentage of sales for the industry, the hypothetical/notional profit before tax for the investee company is determined as also the earnings per share. The value of the shares is obtained by multiplying the notional earnings per share with the industry P/E ratio. This method is suitable in the early stages when profits are lower but the sales have reached a reasonable level.Multiple of Cash Flow Method In this, cash flow is used in place of the earnings or sales. The cash flow is multiplied by the industry multiplier to arrive at the value of the company/shares.Independent Valuation This is valuation by outside experts on the basis of either earnings potential method/price-earnings ratio method or the liquidation method. On the assumption of liquidation a VCU, the net value is computed on the basis of the net/relisable value of all the assets less the liabilities.Agreed Price This is the price between the VCIs and the entrepreneur agree on at the time of making the investment itself.
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Trade Sales
Trade sales implies the sale of entire investee company to another company/third party.
Sales to a New Investor/Takeout
Takeout is the sale of equity stake of venture capital institutions to a new investor including another venture capital fund.
Liquidation
This is an involuntary exit forced on the VCI as a result of a totally failed investment. The VCIs can use this exit method when the venture is not performing well and has reached a stage beyond recovery due to stiff competition, technology failure/obsolescence of technology, poor management and so on.
Exit of Debt Instruments
Exit in case of debt component of venture capital financing, in contrast with equity/quasi-equity component, has to normally follow the pre-determined route. In case of a normal loan, the exit is possible only at the end of the period of loan. If the loan agreement permits, whole or part can be converted into equity prior to that. For conditional loans, exit, earlier than projected at the time of initial investment, is possible on the basis of lumpsum repayment consistent with the expectations of the VCI of the likely return on the loan.
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Indian Venture Capital Scenario The venture capital industry in India is of relatively recent origin. Before its emergence, the DFIs had partially been playing the role of venture capitalists by providing assistance for direct equity participation to ventures in the pre-public stage and by selectively supporting new technologies. The concept of venture capital was institutionalised/operationalised in November 1988 when the CCI issued guidelines for setting up of VCFs for investing in unlisted companies and to avail of a concessional facility of capital gains tax. These guidelines, however, construed venture capital rather narrowly as a vehicle for equity-oriented finance for technological upgradation and commercialisation of technology promoted by relatively new entrepreneurs. These were repealed on July 25, 1995. Recognising the growing importance of venture capital, the Government announced a policy for governing the establishment of domestic VCFs. They were exempted from tax on income by way of dividends and long-term capital gains from equity investment in the specified manner and in conformity with stipulations in unlisted companies in the manufacturing sector, including software units, but excluding other service industries. To augment the availability of venture capital, guidelines were issued in September, 1995 for overseas venture capital investments in the country. After empowerment to register and regulate VCFs, SEBI issued VCF Regulations, 1996.
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SEBI Venture Capital Funds (VCFs) Regulations, 1996
According to these regulations, a VCF means a fund established in the form of a trust/company; including a body corporate, and registered with SEBI which
1) has a dedicated pool of capital raised in a manner specified in the regulations and
2) invests in accordance with these regulations.
A VCU means a domestic company
1) whose shares are not listed on a recognised stock exchange in India and
2) which is engaged in the business of providing services/production /manufacture of articles/things but does not include such activities/sectors as are specified in the negative list by SEBI with governmental approval—namely, non-banking financial companies (NBFCs), gold financing, activities not permitted under the industrial policy of the Government and any other activity which may be specified by SEBI in consultation with the Government from time to time.
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Registration
All VCFs must be registered with SEBI and pay Rs 1,00,000 as application fee and Rs 10,00,000 as registration fee for grant of certificate. The eligibility criteria for registration is:
The applicant should be either a (i) company under the Companies Act or a (ii) trust under the Indian Trust Act, 19\882, or under an Act of Parliament or state legislature or a (iii) body corporate set up under the law of the Central or state legislature;
Its main objective, as contained in the memorandum of association in case it is a company/instrument of the trust deed duly registered in the form of a deed under the provisions of the Indian Registration Act, 1908, in case of a trust, is to carry on the activity of a VCF and the body corporate is permitted to carry on activities of a VCF;
In the case of a company applicant, its memorandum and articles of association prohibit invitation to public to subscribe to its securities;
Its director/principal officer/employee/trustee/director of trustee company/body corporate is not involved in any litigation connected with the securities industry which may have an adverse bearing on its business;
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Its director/principal officer/employee/trustee/director of trustee company/ body corporate has not at any time been convicted of any offence involving moral turpitude/any economic offence.
The applicant is a fit and proper person. The provisions of the SEBI Criteria for Fit and Proper Person Regulations, 2004 would be applicable to all the VCFS; and
The applicant has not been refused registration or its registration not suspended/cancelled by SEBI.
The applicant would have to furnish further information as the SEBI may require. The certificate of registration from the SEBI is, inter alia, subject to the following conditions:
1) The VCF has to abide by the provisions of the SEBI Act and SEBI VCF regulations;
2) The VCF cannot carry on any other activity; and3) It would immediately inform the SEBI in writing (a) if any information/
particulars submitted to it earlier are found to be false/misleading in any material particular, or (b) there is any change in the material already submitted.
An applicant, whose application has been rejected by SEBI, would not carry on any activity as a VCF. In the interest of investors, SEBI can issue directions with regard to transfer of records/documents/ securities/disposal of investments relating to its activities as a VCF.
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Investment Conditions and Restrictions
Minimum Investment in VCF
The VCFs are authorised to raise funds/money from (i) Indian, (ii) foreign and (iii) non-resident Indians (NRIs) investors by way of issue of units, that is, beneficial interest of the investors in the scheme/fund floated by trust or shares issued by a company; including a body corporate. Excepting (a) employees/principal director/directors of trustee company/trustee, (b) employees of fund manager/asset management company, the minimum investment in a VCF by an investor must be Rs 5 lakh. Each scheme launched/fund set up by a VCF should have a firm commitment from the investors for contribution of at least Rs 5 crore before the start of its operation.
Restriction on Investment by VCF
The VCFs should, one, disclose the investment strategy at the time of their registration. Two, they cannot invest more than 25 per cent corpus of the fund in one VCU. Three, they are prohibited from investing in associate companies. An associate company means a company which a director/trustee/sponsor/settler of the VCF/asset management company holds individually/collectively equity shares in excess of 15 per cent of the paid-up capital of the VCU. The VCFs may invest in the securities of foreign companies subject to SEBI/RBI conditions/guidelines. Moreover, at least 66.67 per cent of the investible funds (i.e. corpus of the fund net of expenditure for administration and management of the fund) of VCFs should be invested in unlisted equity shares/equity linked instruments (i.e. convertible securities/share warrants/preference shares, debentures compulsorily or optionally convertible into equity).
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Prohibition on Listing
No VCF would be entitled to get its units listed on any recognised stock exchange till the expiry of three years from the date of issuance of units by it.
General Obligations and Responsibilities
A VCF is not permitted to issue any document/advertisement inviting offers from public for subscription/purchase of any of its units. It may receive money from investment in the VCF through only private placement of its units.
Placement Memorandum/Subscription Agreement
The VCF should (i) issue a placement memorandum containing details of the terms/conditions or (ii) enter into contribution/subscription agreement with the investors specifying the terms/conditions subject to which money is proposed to be raised.
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The contents of the placement memorandum/subscription agreement by a VCF established as a trust are listed as follows:
a) Details of the trustees or trust company and the directors or chief executives of the venture capital fund;
b) (i) Proposed corpus of the fund and the minimum amount to be raised for the fund to be operational, (ii) Minimum amount to be raised for each scheme and the provision of refund of money to investors in the event of non-receipt of minimum amount;
c) Details of entitlements on the units of the VCF for which subscription is being sought;
d) Tax implications that are likely to apply to investors;e) Manner of subscription to the units of the VCF;f) The period of maturity, if any, of the fund;g) The manner, if any, in which the fund is to be wound up;h) The manner in which the benefits accruing to investors in the units of the
trust are to be distributed; i) The details of the fund manager or the asset management company, if
any, and of fees to be paid to such manager; j) The details about the performance of the fund, if any, by the fund
manager; k) Investment strategy of the fund; and l) Any other information specified by SEBI.
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Maintenance of Books/Records
The VCFs must maintain, for a period of eight years, books of accounts/records/documents which give a true and fair picture of the state of their affairs.
Winding-up
A VCF established as a company can be wound up in accordance with the provision of the Companies Act. A scheme of the VCF set up as a trust would be wound-up:
when the period of the scheme mentioned in the placement memorandum is over;
if in the opinion of trustees/trustee company the scheme should be wound up in the interest of the investors in the scheme;
when 75 per cent of the investors in the scheme resolve in a meeting of the unitholders;
when SEBI directs in the interest of the investors.
A VCF set up as a body corporate would be wound up in accordance with the provisions of the statute under which it is constituted.
The trustees/trustee company of the VCF set up as a trust or the Board of Directors in case of a company/body corporate must inform SEBI/investors of the circumstances leading to the winding up of the scheme.
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Inspection and Investigation
SEBI may, suo moto, or upon receipt of information/complaint appoint
one/more person(s) as inspecting/investigating officer(s) to undertake
inspection/investigation of the books of accounts/records/documents relating
to a VCF for any of the following reasons:
To ensure that the books of accounts, records and documents are being
maintained by it in the specified manner;
To inspect or investigate into complaints received from investors, clients or
any other person, on any matter having a bearing on its activities;
To ascertain whether it is complying with the provisions of the SEBI Act
and its regulations;
To inspect or investigate suo moto into the affairs of a venture capital fund,
in the interest of the securities market/investors.
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Obligations of VCFs
Every officer of the VCF, in respect of whom an inspection/investigation has been ordered by SEBI and any other associate person who is in possession of relevant information pertaining to its conduct/affairs, including fund manager/asset management company, would be dutybound to
1) produce for the investigating/inspecting officer such books, accounts and other documents as are in his custody/control and furnish him with the relevant statements and information and
2) to give him all assistance and cooperation and 3) such information as required/sought by him.
On the basis of the inspection/investigation report, SEBI may call upon the VCF to take such measures as it may deem fit in the interest of the securities market and for due compliance with the provisions of the SEBI Act, and these regulations.
It may also issue to the VCF/trustees/directors such directions as it deems fit in the interest of the securities market/investors, including directions in the nature of
1) requiring the VCF not to launch any new scheme/raise money from investors for a particular period,
2) prohibiting the person concerned from disposing of any of the properties of the fund/scheme acquired in violation of the VCF (these) regulations,
3) requiring him to dispose of the assets of the fund/scheme in a specified manner, 4) requiring him to refund any money/asset to the concerned investors along with
the requisite interest or otherwise collected under the scheme and 5) prohibiting him from operating in or from accessing the capital market for a
specified period.
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Action in Case of Default
SEBI can suspend/cancel the registration of a VCF on the basis of the due procedure.
Suspension of Registration
The certificate of registration granted to a VCF can be suspended by SEBI, in addition to issuing of directions/measures specified above, in the following circumstances:
a) Contravention of any of the provisions of the SEBI Act or these regulations;
b) Failure to furnish any information relating to its activity as a VCF as required by SEBI;
c) Furnishing to SEBI information which is false/misleading in any material particular;
d) Non-submission of periodic returns/reports as required by SEBI; e) Non-cooperation in any enquiry, inspection/investigation conducted by
SEBI; f) Failure to resolve the complaints of investors/to give a satisfactory reply
to SEBI in this behalf.
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Cancellation of Registration
The registration of a VCF can be cancelled by SEBI when it:
is guilty of fraud or is convicted of an offence involving moral turpitude;has been guilty of repeated defaults which may result in suspension of the
registration;contravenes any of the provisions of the SEBI Act or these regulations.
The order of suspension/cancellation of certificate of registration would be published by SEBI in two newspapers. On and from the date of suspension/cancellation, the VCF would cease to carry on any activity as a VCF and would be subject to directions from concerning SEBI the transfer of records, documents/securities that may be in its custody/control as it may specify.
Action Against Intermediaries
SEBI may initiate action for suspension/cancellation of registration of an intermediary (registered with it) who fails to exercise due diligence in the performance of its functions or fails to comply with its obligations under these regulations.
Any person aggrieved by an order of SEBI under these regulations may prefer an appeal to the Securities Appellate Tribunal (SAT).
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SEBI Foreign Venture Capital Investors (FVCIs) Regulations, 2000
A foreign venture capital investor (FVCI) is an investor incorporated and established outside India which proposes to make investment in India and is registered with SEBI under these regulations. While VCFs refer to funds established in the form of a trust/company, including a body corporate, and registered with SEBI Venture Capital Fund Regulations, 1996, which have a dedicated pool of capital raised in the manner specified under the regulations and invested in accordance with the regulations, a VCU is a domestic company
1) whose shares are not listed in a recognised stock exchange in India, 2) which is engaged in the business of providing services,
production/manufacture of articles/things but does not include such activities/sectors as specified in the negative list by SEBI with Government approval—namely NBFCs, gold financing, activities not permitted under the industrial policy of the Government and any other activity which may be specified from time to time. The main elements of FVCIs are described below.
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Registration
A FVCI should be registered with SEBI to carry on business in India. To seek registration with SEBI, an applicant should apply in the prescribed form along with an application fee of US $5,000. The eligibility criteria for registration of an applicant include the following conditions:
1) its track record, professional competence, financial soundness, experience, general reputation of fairness and integrity;
2) the RBI’s approval for investing in India; 3) it is an investment company/trust/partnership, pension/mutual/endowment
fund, charitable institution or any other entity incorporated outside India; 4) it is an asset/investment management company, investment manager or any
other investment vehicle incorporated outside India; 5) it is authorised to invest in VCFs/carry on activity as a VCF; 6) it is regulated by an appropriate foreign regulatory authority or is an income tax
payer or submits a certificate from its banker of its promoters’ track record where it is neither a regulated entity nor an income tax payer;
7) it has not been refused a certificate by SEBI and 8) it is a fit and proper person. The provisions of SEBI Criteria for Fit and Proper
Person Regulation 2004 would be applicable to all FVCIs. The applicant may be required by SEBI to furnish such further information as it may consider necessary.
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On being satisfied that the applicant is eligible and on receipt of the registration
fee of US $20,000, SEBI would grant it a certificate of registration subject, inter
alia, on the conditions that it would
a) abide by the SEBI Act and FVCIs regulation,
b) appoint a domestic custodian (i.e. a person registered under SEBI
Custodian of Securities Regulations, 1996) for custody of securities
c) enter into an arrangement with a designated bank (i.e. any bank in India
permitted by the RBI to act as a banker to the FVCI) for operating a special
non-resident rupee/foreign currency account, and
d) forthwith inform SEBI, in writing, if any information/particulars previously
submitted to it are found to be false/misleading in any material particular or
if there is any change in any information already submitted.
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Investment Criteria
The investments by FVCIs should conform to the norms prescribed by SEBI. First, they should disclose their investment strategy to SEBI. Second, they can invest their total funds committed in one FVCI. Third, at least 66.67 per cent of their investible funds (i.e. funds committed for investment in India net of expenditure for administration and management of the fund) should be invested in unlisted equity shares/equity-linked instruments, that is, convertible securities/ share warrants, preference shares, debentures compulsorily/optionally convertible into equity of VCUs.
General Obligations and Responsibilities The FVCIs have to maintain, for a period of eight years, books of accounts/records/documents which would give a true and fair picture of their affairs and intimate to SEBI the place where they are being maintained.
On the basis of the inspection/investigation report, SEBI has the right to require the FVCI to take such measures or issue such directions as it deems fit in the interest of the capital market and investors, including directions in the nature of
a) requiring the disposal of the securities or investment in a specified manner,
b) requiring not to further invest for a particular period and c) prohibiting operation in the capital market in India for a specified period.
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Inspection and Investigation The SEBI has the right to, suo moto, or upon receipt of information/complaint, order an inspection/investigation in respect of conduct and affairs of any FVCI by an officer to
1) ensure that the books/accounts/documents are being maintained in the specified manner,
2) inspect/investigate into complaints from investors/clients/any other person on any matter having a bearing on its activities,
3) ascertain whether the provisions of the SEBI Act and FVCIs regulations are being complied with and
4) inspect/investigate, suo moto, into its affairs in the interest of the securities market/investors.
He would also have the power
1) to examine on oath and record the statement of any person responsible for or connected with the activities of the FVCI and
2) to get authenticated copies of documents/books/accounts of the FVCI from any person having control/custody over them.
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Procedure for Action in Case of Default
In addition to the issue of appropriate directions specified above, SEBI can also suspend/cancel registration of the FVCI on the basis of the investigation report.
Suspension of Registration
The registration of a FVCI can be suspended by SEBI if it
1) contravenes any of the provisions of the SEBI Act or SEBI FVCI Regulations, 2) fails to furnish any information relating to its activities as required by SEBI, 3) furnish to it information which is false/misleading in any material particular, 4) does not submit periodic returns/reports as required by it and 5) does not cooperate in any enquiry/inspection conducted by it.
Cancellation of Registration
The SEBI may cancel the registration of a FVCI when he
1) is guilty of fraud/has been convicted of an offence involving moral turpitude, 2) has been guilty of repeated defaults of the nature resulting in suspension of
registration; 3) does not meet the eligibility criteria laid down in SEBI FVCIs Regulations and 4) contravenes any of the provisions of SEBI Act/these regulations.
The order of suspension/cancellation of registration may be published by SEBI in two newspapers.
Strategic Financial DecisionsStrategic Financial Management Deals with:
1.Investment decisions Long Term Investment Decisions Short Term Investment Decision
1.Financing Decisions Best means of financing- Debt Equity Ratio
1.Liquidity Decisions Organization maintain adequate cash reserves or
kind such that the operations run smoothly
1.Dividend Decisions Disbursement of Dividend to Share holder and
Retained Earnings
5. Profitability Decisions
Financing DecisionsThe second major decision involved in financial management is the financing decision. The investment decision is broadly concerned with the asset-mix or the composition of the assets of a firm. The concern of the financing decision is with the financing-mix or capital structure or leverage. There are two aspects of the financing decision.
First, the theory of capital structure which shows the theoretical relationship between the employment of debt and the return to the shareholders. The second aspect of the financing decision is the determination of an appropriate capital structure, given the facts of a particular case. Thus, the financing decision covers two interrelated aspects: (1) the capital structure theory, and (2) the capital structure decision.
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Hybrid Source Of Financing
A hybrid source of financing partakes some features of equity shares and some features of debt instruments.
The important hybrid instruments are: Preference Shares,
Convertible Debentures/Bonds,
Warrants And Options.
The issue procedure for these instruments is similar to the raising of equity shares.
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HYBRID FINANCING/INSTRUMENTSHYBRID FINANCING/INSTRUMENTS
Preference Share Capital
Warrants
Convertible Debentures/Bonds
Options
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Preference Share CapitalPreference capital is a unique type of long-term financing in that it combines some of the features of equity as well as debentures. As a hybrid security/form of financing, it is similar to debenture insofar as:
1) it carries a fixed/stated rate of dividend, 2) it ranks higher than equity as a claimant to the income/assets, 3) it normally does not have voting rights and 4) it does not have a share in residual earnings/assets.
It also partakes some of the attributes of equity capital, namely
1) dividend on preference capital is paid out of divisible/after tax profit, that is, it is not tax-deductible,
2) payment of preference dividend depends on the discretion of management, that is, it is not an obligatory payment and non-payment does not force insolvency/liquidation and
3) irredeemable type of preference shares have no fixed maturity date.
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Features/Attributes
Prior Claim on Income/Assets Preference capital has a prior claim/preference over equity capital both on the income and assets of the company. In other words, preference dividend must be paid in full before payment of any dividend on the equity capital and in the event of liquidation, the whole of preference capital must be paid before anything is paid to the equity capital.
Cumulative Dividends Cumulative (dividend) Preference shares are preference shares for which all unpaid dividends in arrears must be paid along with the current dividend prior to the payment of dividends to ordinary shareholders.
Redeemability Preference capital has a limited life/specified/fixed maturity after which it must be retired. However, there are no serious penalties for breach of redemption stipulation.
Straight Preference Shares Straight preference shares value/price is the price at which a preference share would sell without the redemption/call feature.
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Fixed Dividend Preference dividend is fixed and is expressed as a percentage of par value. Yet, it is not a legal obligation and failure to pay will not force bankruptcy. Preference capital is also called a fixed income security.Convertibility Conversion feature convertibility is a feature that allows preference shareholders to change each share in a stated number of ordinary shares.Voting Rights Preference capital ordinarily does not carry voting rights. It is, however, entitled to vote on every resolution if (i) the preference dividend is in arrears for two years in respect of cumulative preference shares or (ii) the preference dividend has not been paid for a period of two/more consecutive preceding years or for an aggregate period of three/more years in the preceding six years ending with the expiry of the immediately preceding financial year.Participation Features Participation is a feature that provides for dividend payments based on certain formula allowing preference shareholders to participate with ordinary shareholders in the receipt of dividends beyond a specified amount.
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Evaluation
Merits
The advantages for the investors are: (i) stable dividend, (ii) the exemption to corporate investors on preference income to the extent of dividend paid out. The issuing companies enjoy several advantages, namely, (i) no legal obligation to pay preference dividend and skipping of dividend without facing legal action/bankruptcy, (ii) redemption can be delayed without significant penalties, (iii) as a part of net worth, it improves the credit-worthiness/ borrowing capacity and, (iv) no dilution of control.
Demerits
The shareholders suffer serious disadvantages such as (a) vulnerability to arbitrary managerial action as they cannot enforce their right to dividend/right to payment in case of rede-mption, and (b) modest dividend in the context of the associated risk. For the company, the preference capital is an expensive source of finance due to non-tax deductibility of preference dividend.
Debentures/Bonds/Notes
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Debenture/bond is a debt instrument indicating that a company has borrowed certain sum of money and promises to repay it in future under clearly defined terms.
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Convertible Debentures/BondsConvertible Debentures Convertible debentures give the
holders the right (option) to change them into a stated number of Equity Shares.
Conversion Ratio Conversion ratio is the ratio at which a convertible debenture can be exchange for shares.
Conversion Price Conversion price is the per share price that is effectively paid for the shares as the result of exchange of a convertible debenture.
Conversion Time The conversion time refers to the period from the date of allotment of convertible debentures after which the option to convert can be exercised.
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Valuation
Compulsory Partly/Fully Convertible Debentures
Value (Vo) The holders of PCDs receive interest at a specified rate over the term of the debenture plus equity share(s) on part conversion and repayment of unconverted part of principal. Symbolically,
where V0 = Value of the convertible debenture at the time of issue
It = Interest receivable at the end of period, t
n = Term of debenturesa = Equity shares on part conversion at the end of period, iPi = Expected pre-equity share price at the end of period, i
Fj = Instalment of principal payment at the end of period, j
kd = Required rate of return on debt
ke = Required rate of return on equity.
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Attributes
As a long-term source of borrowing, debentures have some contrasting features compared to equities .
Trust Indenture When a debenture is sold to investing public, a trustee is appointed through an indenture/trust deed.
Trust (bond) indenture is a complex and lengthy legal document stating the conditions under which a bond has been issued.
Trustee is a bank/financial institution/insurance company/ firm of attorneys that acts as the third party to a bond/debenture indenture to ensure that the issue does not default on its contractual responsibility to the bond/ debentureholders.
Interest The debentures carry a fixed (coupon) rate of interest, the payment of which is legally binding/enforceable. The debenture interest is tax-deductible and is payable annually/semi-annually/quarterly.
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Maturity
It indicates the length of time for redemption of par value. A company can choose the maturity period, though the redemption period for non-convertible debentures is typically 7-10 years. The redemption of debentures can be accomplished in either of two ways:
(1) Debentures redemption reserve (sinking fund)
A DRR has to be created for the redemption of all debentures with a maturity period exceeding 18 months equivalent to at least 50 per cent of the amount of issue/redemption before commencement of redemption.
(2) Call and put (buy-back) provision.
The call/buy-back provision provides an option to the issuing company to redeem the debentures at a specified price before maturity. The call price may be more than the par/face value by usually 5 per cent, the difference being call premium. The put option is a right to the debenture-holder to seek redemption at specified time at predetermined prices.
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Security
Debentures are generally secured by a charge on the present and future immovable assets of the company by way of an equitable mortgage
Convertibility
Apart from pure non-convertible debentures (NCDs), debentures can also be converted into equity shares at the option of the debenture-holders. The conversion ratio and the period during which conversion can be affected are specified at the time of the issue of the debenture itself. The convertible debentures may be fully convertible (FCDs) or partly convertible (PCDs). The FCDs carry interest rates lower than the normal rate on NCDs; they may even have a zero rate of interest. The PCDs have two parts:
1) Convertible part,
2) Non-convertible part.
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Credit Rating
To ensure timely payment of interest and redemption of principal by a borrower, all debentures must be compulsorily rated by one or more of the four credit rating agencies, namely, Crisil, Icra, Care and FITCH India.
Claim on Income and Assets
The payment of interest and repayment of principal is a contractual obligation enforceable by law. Failure/default would lead to bankruptcy of the company. The claim of debenture-holders on income and assets ranks pari passu with other secured debt and higher than that of shareholders–preference as well as equity.
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Evaluation
Advantages
The advantages for company are (i) lower cost due to lower risk and tax-deductibility of interest payments, (ii) no dilution of control as debentures do not carry voting rights. For the investors, debentures offer stable return, have a fixed maturity, are protected by the debenture trust deed and enjoy preferential claim on the assets in relation to shareholders.
Disadvantages
The disadvantages for the company are the restrictive covenants in the trust deed, legally enforceable contractual obligations in respect of interest payments and repayments, increased financial risk and the associated high cost of equity. The debenture-holders have no voting rights and debenture prices are vulnerable to change in interest rates.
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Innovative Debt Instruments
In order to improve the attractiveness of bonds/debentures, some new features are added. As a result, a wide range of innovative debt instruments have emerged in India in recent years. Some of the important ones among these are discussed below.
Zero Interest Bonds/Debentures (ZIB/D)
Also known as zero coupon bonds/debentures, ZIBs do not carry any explicit/coupon rate of interest. They are sold at a discount from their maturity value. The difference between the face value of the bond and the acquisition cost is the gain/return to the investors. The implicit rate of return/interest on such bonds can be computed by Equation 1.
Acquisition price = Maturity (face) value/(1 + i)n (1)Where I = rate of interest
n = maturity period (years)
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Deep Discount Bond (DDB)
A deep discount bond is a form of ZIB. It is issued at a deep/steep discount over its face value. It implies that the interest (coupon) rate is far less than the yield to maturity. The DDB appreciates to its face value over the maturity period.The DDBs are being issued by the public financial institutions in India, namely, IDBI, SIDBI and so on.
Secured Premium Notes (SPNs)
The SPN is a secured debenture redeemable at a premium over the face value/purchase price. The SPN is a tradeable instrument. A typical example is the SPN issued by TISCO in 1992. Its salient features were
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Secured Premium Notes (SPNs)
Each SPN had a face value of Rs 300. No interest would accrue during the first year after allotment.
During years 4-7, principal will be repaid in annual installment of Rs 75. In addition, Rs 75 will be paid each year as interest and redemption premium.
A warrant was attached to the SPN entitling the holder to acquire one equity share for cash by payment of Rs 100.
The holder was given an option to sell back the SPN at the par value of Rs 300.
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Optionally Convertible Debentures
The value of a Debenture depends upon three factors:
(1)Straight debenture value
(2)Conversion Value
(3)Option Value
Straight debenture value (SDV) equals the discounted value of the receivable interest and principal repayment.
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Issue of Debt Instruments
A company offering convertible/non-convertible debt instruments through an offer document should, in addition to the other relevant provisions of these guidelines, comply with the following provisions.
Requirement of Credit Rating
A public or rights issue of all debt instruments (i.e. convertible as well as non-convertible) can be made only if credit rating of a minimum investment grade is obtained from at least two registered credit rating agencies and disclosed in the offer document .
Requirement in Respect of Debenture Trustees
A company must appoint one/more debenture trustee(s) in accordance with the provisions of the Companies Act before issuing a prospectus/letter of offer to the pubic for subscription of its debentures.
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Creation of Debenture Redemption Reserves (DRR) A company has to create DRR as per the requirements of the Companies Act for redemption of debentures in accordance with the provisions given below:
If debentures are issued for project finance, the DRR can be created up to the date of com-mercial production, either in equal instalments or higher amounts if profits so permit. In the case of partly convertible debentures, the DRR should be created with respect to the non-convertible portion on the same lines as applicable for fully non-convertible debenture issue. In the case of convertible issues by new companies, the creation of DRR should commence from the year the company earns profits for the remaining life of debentures.
Distribution of Dividends
In case of companies which have defaulted in payment of interest on debentures or their redemption or in creation of security as per the terms of the issue, distribution of dividend would require approval of the debenture trustees and the lead institution, if any.
Redemption The issuer company should redeem the debentures as per the offer document.
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Disclosure and Creation of Charge
The offer document should specifically state the assets on which the security would be created as also the ranking of the charge(s). In the case of second/residual charge or subordinated obligation, the associated risks should also be clearly stated.
Requirement of Letter of Option
Where the company desires to rollover the debentures issued by it, it should file with the SEBI a copy of the notice of the resolution to be sent to the debenture-holders through a merchant bank prior to dispatching the same to the debenture-holders. If a company desires to convert the debentures into equity shares (according to the procedure discussed subsequently), it should file with the SEBI a copy of the letter of option to be sent to the debenture-holders through a merchant bank prior to dispatching the same to the debenture-holders.
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Rollover of Non-Convertible Portions of Partly Convertible Debentures (PCDs)/Non-Convertible Debentures (NCDs) By Company Not Being in Default
The non-convertible portions of PCDs/NCDs issued by a listed company, the value of which exceeds Rs 50 lakh, can be rolled over without change in the interest rate subject to (i) Section 121 of the Companies Act and (ii) the following conditions, if the company is not in default: (i) passing of a resolution by postal ballot, having assent of at least 75 per cent of the debentures; (ii) redemption of debentures of all the dissenting holders, (iii) obtaining at least two credit ratings of a minimum investment grade within six months prior to the date of redemption and communicating to the debenture-holders before rollover, (iv) execution of fresh trust deed, and (v) creation of fresh security in respect of roll over debentures.
Rollover of NCDs/PCDs By a Listed Company Being in Default
The non-convertible portion of PCDs/NCDs by listed companies exceeding Rs 50 lakh can be rolled over without change in the interest rate subject to Section 121 of the Companies Act and the following conditions, namely, (a) a resolution by postal ballot, having assent of at least 75 per cent of the debenture-holders,(b) along with the notice for passing the resolution, send to the debenture-holders auditor’s certificate on the cash flow of the company with comments on its liquidity position, (c) redemption of debentures of all the dissenting debenture-holders, and (d) decision of the debenture trustee about the creation of fresh security and execution of fresh trust deed in respect debentures to be rolled over.
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Additional Disclosures in Respect of Debentures The offer document should contain:
a) premium amount on conversion, time of conversion;b) in case of PCDs/NCDs, redemption amount, period of maturity,
yield on redemption of the PCDs/NCDs;c) full information relating to the terms of offer or purchase,
including the name(s) of the party offering to purchase, the khokhas (non-convertible portion of PCDs);
d) the discount at which such an offer is made and the effective price for the investor as a result of such discount;
e) the existing and future equity and long-term debt ratio;f) servicing behaviour on existing debentures, payment of due
interest on due dates on term loans and debentures andg) a no objection certificate from a financial institution or banker
for a second or pari passu charge being created in favour of the trustees to the proposed debenture issues has been obtained.
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Secondary Market for Corporate Debt Securities Any listed company making issue of debt securities on a private placement basis and listed on a stock exchange should comply with the following:
1) It should make full disclosures (initial and continuing) in the manner prescribed in Schedule II of the Companies Act, 1956, SEBI (Disclosure and Investor Protection) Guidelines, 2000 and the Listing Agreement with the exchanges.
2) The debt securities should carry a credit rating of not less than investment grade from a credit rating agency registered with the SEBI.
3) The company should appoint a debenture trustee registered with the SEBI in respect of the issure of debt securities.
4) The debt securities should be issued and traded in demat form.5) The company should sign a separate listing agreement with the stock exchange in
respect of debt securities and comply with the conditions of listing.6) All trades with the exception of spot transactions, in a listed debt security, should be
ex-ecuted only on the trading platform of a stock exchange.7) The trading in privately placed debts should only take place between qualified QIBs
and high networth individuals (HNIs), in standard denomination of Rs 10 lakhs.8) The requirement of Rule 19(2)(b) of the Securities Contract (Regulation) Rules, 1957
would not be applicable to listing of privately placed debt securities on exchanges, provided all the above requirements are complied with.
9) If the intermediaries with the SEBI associate themselves with the issuance of private placement of unlisted debt securities, they will be held accountable for such issues.
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Rating of Debt Instruments
Credit rating of debentures by a rating agency is mandatory. It
provides a simple system of gradation by which relative capacities
of borrowers to make timely payment of payment and repayment of
principal on a particular type of debt instrument can be noted. The
main elements of the rating methodology are
(1) Business risk analysis
(2) Financial risk analysis
(3) Management risk.
The rating agencies in India are CRISIL, ICRA, CARE and Fitch
India.
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Business Risk Analysis
The rating analysis begins with an assessment of the company’s environment focusing on the strength of the industry prospects, pattern of business cycles as well as the competitive factors affecting the industry. The vulnerability of the industry to Government controls/regulations is assessed. The main industry and business factors assessed include:
Industry Risk Nature and basis of competition, key success factors, demand and supply position, structure of industry, cyclical/seasonal factors, government policies and so on.Market Position of the Issuing Entity Within the Industry Market share, competitive advantages, selling and distribution arrangements, product and customer diversity and so on.Operating Efficiency of the Borrowing Entity Locational advantages, labour relationships, cost structure, technological advantages and manufacturing efficiency as compared to competitors and so on.Legal Position Terms of the issue document/prospectus, trustees and their responsibilities, systems for timely payment and for protection against fraud/forgery and so on.
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Financial Risk Analysis
After evaluating the issuer’s competitive position and operating environment, the analysts proceed to analyse the financial strength of the issuer. Financial risk is analysed largely through quantitative means, particularly by using financial ratios. While the past financial performance of the issuer is important, emphasis is placed on the ability of the issuer to maintain/improve its future financial performance. The areas considered in financial analysis include:
Accounting Quality Overstatement/understatement of profits, auditors qualifications, method of income recognition, inventory valuation and depreciation policies, off Balance sheet liabilities and so on.Earnings Protection Sources of future earnings growth, profitability ratios, earnings in relation to fixed income charges and so on.Adequacy of Cash Flows In relation to debt and working capital needs, stability of cash flows, capital spending flexibility, working capital management and so on.Financial Flexibility Alternative financing plans in times of stress, ability to raise funds, asset deployment potential and so on.Interest and Tax Sensitivity Exposure to interest rate changes, tax law changes and hedging against interest rates and so on.
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Management Risk
A proper assessment of debt protection levels requires an evaluation of the management philosophies and its strategies. The analyst compares the company’s business strategies and financial plans (over a period of time) to provide insights into a management’s abilities with respect to forecasting and implementing of plans. Specific areas reviewed include:
1) Track record of the management: planning and control systems, depth of managerial talent, succession plans;
2) Evaluation of capacity to overcome adverse situations; and 3) Goals, philosophy and strategies.
Rating Symbols
Rating symbol is a symbolic expression of opinion of the rating agency regarding the investment/credit quality/grade of the debt instrument/obligation.
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EXHIBIT 1 CRISIL Rating Symbols
The rating of debentures is mandatory. CRISIL assigns alpha-based rating scale to rupee-denominated debentures. It categorises them into three grades namely, high investment, investment and speculations.
High Investment Grade includes:
AAA - (Triple A) Highest Security The debentures rated AAA are judged to offer the highest safety against timely payment of interest and principal. Though the circumstances providing this degree of safety are likely to change, such changes as can be envisaged are most unlikely to affect adversely the fundamentally strong position of such issues.
AA - (Double A) High Safety The debentures rated AA are judged to offer high safety against timely payment of interest and principal. They differ in safety from AAA issues only marginally.
Investment Grades are divided into:
A - Adequate Safety The debentures rated A are judged to offer adequate safety against timely payment of interest and principal; however, changes in circumstances can adversely affect such issues more than those in the higher rated categories.
BBB - (Triple B) Moderate Safety The debentures rated BBB are judged to offer sufficient safety to against timely payment of interest and principal for the present: however, changing circumstances are more likely to lead to a weakened capacity to pay interest and repay principal than for debentures in higher rated categories.
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Speculative Grades comprise:
BB - (Double B) Inadequate Safety The debentures rated BB are judged to carry inadequate safety of the timely payment of interest and principal; while they are less susceptible to default than other speculative grade debentures in the immediate future, the uncertainties that the issuer faces could lead to inadequate capacity to make interest and principal payments on time.
B - High Risk The debentures rated B are judged to have greater susceptibility to default; while currently interest and principal payments are met; adverse business or economic conditions would lead to a lack of ability or willingness to pay interest or principal.
C - Substantial Risk The debentures rated C are judged to have factors present that make them vulnerable to default; timely payment of interest and principal is possible only if favourable circumstances continue.
D - Default The debentures rated D are in default and in arrears of interest or principal payments or are expected to default on maturity. Such debentures are extremely speculative and returns from these debentures may be realised only on reorganisation or liquidation.
Note: (1) CRISIl may apply ‘+’ (plus) or ‘–’ (minus) signs for ratings from AA to C to reflect comparative standing within the category. The contents within parenthesis are a guide to the pronunciation of the rating symbols.
CONTD.
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EXHIBIT 2 ICRA Rating Symbols
ICRA symbols classify them into eight investment grades.
LAAA Highest Safety This indicates a fundamentally strong position. Risk factors are negligible. There may be circumstances adversely affecting the degree of safety but such circumstances, as may be visualised, are not likely to affect the timely payment of principal and interest as per terms.
LAA+, LAA, LAA– High Safety Risk factors are modest and may vary slightly. The protective factors are strong and the prospects of timely payment of principal and interest as per the terms under adverse circumstances, as may be visualised, differs from LAAA only marginally.
LA+, LA, LA– Adequate Safety Risk factors vary more and are greater during economic stress. The protective factors are average and any adverse change in circumstances, as may be visualised, may alter the fundamental strength and affect the timely payment of principal and interest as per the terms.
LBBB+, LBBB, LBBB– Moderate Safety This indicates considerable variability in risk factors. The protective factors are below average. Adverse changes in the business/economic circumstances are likely to affect the timely payment of principal and interest as per the terms.
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LBB+, LBB, LBB- Adequate Safety The timely payment of interest and
principal are more likely to be affected by the present or prospective changes
in business/economic circumstances. The protective factors fluctuate in case
of economy/business conditions change.
LB+, LB, LB– Risk Prone Risk factors indicate that obligations may not be met
when due. The protective factors are narrow. Adverse changes in the
business/economic conditions could result in the inability/unwillingness to
service debts on time as per the terms.
LC+, LC, LC- Substantial Risk There are inherent elements of risk and timely
servicing of debts/obligations could be possible only in the case of continued
existence of favourable circumstances.
LD Default Extremely Speculative Indicates either already in default in
payment of interest and/or principal as per the terms or expected to default.
Recovery is likely only on liquidation or reorganisation.
CONTD.
Securitisation
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Securitisation is the process of pooling and repackaging of homogeneous illiquid financial assets, such as residential mortgage, into marketable securities that can be sold to investors.
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Securitisation Process
1) Asset are originated through receivables, leases, housing loans or any other form of debt by a company and funded on its balance sheet. The company is normally referred to as the “originator”.
2) Once a suitably large portfolio of assets has been originated, the assets are analysed as a portfolio and then sold or assigned to a third party, which is normally a special purpose vehicle company (‘SPV’) formed for the specific purpose of funding the assets. It issues debt and purchases receivables from the originator.
3) The administration of the asset is then subcontracted back to the originator by the SPV.
4) The SPV issues tradable securities to fund the purchase of assets. 5) The investors purchase the securities because they are satisfied
that the securities would be paid in full and on time from the cash flows available in the asset pool.
6) The SPV agrees to pay any surpluses which, may arise during its funding of the assets, back to the originator.
7) As cash flow arise on the assets, these are used by the SPV to repay funds to the investors in the securities.
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Credit Enhancement
Credit enhancement are the various means that attempt to buffer investors against losses on the asset collaterising their investment.
External Credit Enhancements They include insurance, third party guarantee and letter of credit.
Insurance Full insurance is provided against losses on the assets. This tantamounts to a 100 per cent guarantee of a transaction’s principal and interest payments. The issuer of the insurance looks to an initial premium or other support to cover credit losses.
Third-Party Guarantee This method involves a limited/full guarantee by a third party to cover losses that may arise on the non-performance of the collateral.
Letter of Credit For structures with credit ratings below the level sought for the issue, a third party provides a letter of credit for a nominal amount. This may provide either full or partial cover of the issuer’s obligation.
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Internal Credit Enhancements Such form of credit enhancement comprise the following:
Credit Trenching (Senior/Subordinate Structure) The SPV issues two (or more) tranches of securities and establishes a predetermined priority in their servicing, whereby first losses are borne by the holders of the subordinate tranches (at times the originator itself). Apart from providing comfort to holders of senior debt, credit tranching also permits targeting investors with specific risk-return preferences.
Over-collateralisation The originator sets aside assets in excess of the collateral required to be assigned to the SPV.
Cash Collateral This works in much the same way as the over-collateralisation. But since the quality of cash is self-evidently higher and more stable than the quality of assets yet to be turned into cash, the quantum of cash required to meet the desired rating would be lower than asset over-collateral to that extent.
Spread Account The difference between the yield on the assets and the yield to the investors from the securities is called excess spread. In its simplest form, a spread account traps the excess spread (net of all running costs of securitisation) within the SPV up to a specified amount sufficient to satisfy a given rating or credit equity requirement.
Triggered Amortisation This works only in structures that permit substitution (for example, rapidly revolving assets such as credit cards)..
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Parties to a Securitisation Transaction
The parties to securitisation deal are (i) primary and (ii) others. There are three primary parties to a securitisation deal, namely, originators, special purpose vehicle (SPV) and investors. The other parties involved are obligors, rating agency, administrator/servicer, agent and trustee, and structurer.
Originator is the entity on whose books the assets to be securitised exist.
SPV (special purpose vehicle) is the entity which would typically buy the assets to be securitised from the originator.
Investors The investors may be in the form of individuals or institutional investors like FIs, mutual funds, provident funds, pension funds, insurance companies and so on.
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Obligors are the borrowers of the original loan.Rating Agency Since the investors take on the risk of the asset pool rather than the originator, an external credit rating plays an important role. The rating process would assess the strength of the cash flow and the mechanism designed to ensure full and timely payment by the process of selection of loans of appropriate credit quality, the extent of credit and liquidity support provided and the strength of the legal framework.Administrator or Servicer It collects the payment due from the obligor(s) and passes it to the SPV, follows up with delinquent borrowers and pursues legal remedies available against the defaulting borrowers. Since it receives the instalments and pays it to the SPV, it is also called the Receiving and Paying Agent (RPA).Receiving and paying agent is one who collects the payment due from the obligors and passes it on to the SPV.Agent and Trustee It accepts the responsibility for overseeing that all the parties to the securitisation deal perform in accordance with the securitisation trust agreement. Basically, it is appointed to look after the interest of the investors.Structurer Normally, an investment banker is responsible as structurer for bringing together the originator, the credit enhancer(s), the investors and other partners to a securitisation deal. It also works with the originator and helps in structuring deals.
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Asset Characteristics: The assets to be securities should have the following characteristics
Cash Flow A principal part of the assets should be the right to receive from the debtor(s) on certain dates, that is, the asset can be analysed as a series of cash flows. Security If the security available to collateralise the cash flows is valuable, then this security can be realised by a SPV.Distributed Risk Assets either have to have a distributed risk characteristic or be backed by suitably-rated credit support. Homogeneity Assets have to relatively homogenous, that is, there should not be wide variations in documentation, product type or origination methodology.No Executory Clauses The contracts to be securitised must work even if the originator goes bankrupt. Independence From the Originator The ongoing performance of the assets must be independent of the existence of the originator.
The securitisation process is depicted in Figure 1.
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Obligor
Originator
Ancillaryservice provider
Special purposevehicle
Investors
Rating agency
Structure
Consideration for assets purchased
Credit rating of securities
Subscription of securities
Issue of securitiesSales of assets
Interest and principal
Figure 1: Securitisation Process
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Instruments of Securitisation
Securitisation can be implemented by three kinds of instruments differing mainly in their maturity characteristics. They are:
(1) Pass through certificates
Pass through certificate is a conduit for sale fo ownership in receivables (mortgages).
(2) Pay through securities
The PTS structure overcomes the single maturity limitations of the pass through certificates. Its structure permits the issuer to restructure receivables flow to offer a range of investment maturities to the investors associated with different yields and risks.
(3) Stripped securities
Under this instrument, securities are classifies as Interest only (IO) or Principally only (PO) securities. The IO holders are paid back out of the interest income only while the PO holders are paid out of principal repayments only.
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Types of Securities
The securities fall into two groups:
Asset Backed Securities (ABS)
The investors rely on the performance of the assets that collateralise the securities. They do not take an exposure either on the previous owner of the assets (the originator), or the entity issuing the securities (the SPV). Clearly, classifying securities as ‘asset-backed’ seeks to differentiate them from regular securities, which are the liabilities of the entity issuing them. An example of ABS is credit card receivables. Securitisation of credit card receivables is an innovation that has found wide acceptance.
Mortgage Backed Securities (MBS)
The securities are backed by the mortgage loans, that is, loans secured by specified real estate property, wherein the lender has the right to sell the property, if the borrower defaults.
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FORMAT 1
Particulars Class A PTCs Class B PTCs
(a) Senior/subordinate status(b) Face value(c) Pass through rate
(d) Tenure (e) Schedule payment pattern
(f) Subscribed to by
Senior
Rs 9,94,99811.35% to 11.85% perannum payable monthly
83 months In 83 monthly payouts comprising principal andinterest
Investors
Subordinate
Rs 10,04,062.14No fixed interest rate but would receive all residual cash flows from the pool141 monthsRedemption of principal amount would begin only after class A PTCs are extinguished, except in case of prepaymentsHDFC (the originator)
Principal Terms of the PTCs
The NHB in its corporate capacity as also in its capacity as a sole trustee of the SPV Trust would issue securities in the form of Class A and Class B PTCs. The Class B PTCs are subordinated to Class A PTCs and act as a credit enhancement for Class A PTC holders. Only Class A PTCs are available for subscription through the issue. The Class B PTCs would be subscribed to by the HDFC itself (i.e. the originator). Their features are listed in Format 1.
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Entering Into Memorandum of Agreement
The HDFC and the NHB entered into a Memorandum of Agreement on July 7, 2000, to entitle the NHB to take necessary steps to securities the said housing loans, including circulation of the Information Memorandum and collection of subscription amount from investors.
Acquisition of the Housing Loans by the NHB
The NHB would acquire the amount of balance principal of the housing loans outstanding as on the cut-off date, that is, May 31, 2000, along with the underlying mortgages/other securities, under the deed of assignment.
Pool Selection Criteria
The loans in the pool comply with the following criteria:
The loans were current at the time of selection, They have a minimum seasoning of 12 months, The pool consists of loans where the underlying property is situated in the states
of Gujarat, Karnataka, Maharashtra and Tamil Nadu, The borrowers in the pool are individuals, Maximum LTV (loan to value) ratio is 80 per cent, Instalment (EMI) to gross income ratio is less than 40 per cent, EMIs would not be outstanding for more than one month, Loan size is in the range of Rs 18,000 to Rs 10 lakh, Borrowers in the pool have only one loan contract with the HDFC, The HDFC has not obtained any refinance with respect to these loans.
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Pool Valuation and Consideration for the Assignment
The consideration for the pool would be the aggregate balance principal of the housing loans being acquired, recorded as outstanding in the books of the HDFC as on that cut-off date.
Registration of Deed of Assignment and Payment of Stamp Duty
The trust has been declared, the assets would cease to be reflected in the books of the NHB. The entire process of buying the receivables pool along with the underlying mortgage security and declaring the trust would be legally completed on the same day. The housing loans acquired by the NHB would be registered with the sub-registrar of a district in which one of the properties is located, in accordance with the provisions of the Transfer of Property Act, 1882 and the Indian Registration Act, 1908. The NHB proposed to register the deed of assignment in the State of Karnataka, where the stamp duty is 0.10 per cent ad valorem, subject to an absolute limit of Rs one lakh.
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Declaration of Trust
After acquiring the housing loans, the NHB would make an express declaration
of trust in respect of the pool, by setting apart and transferring the housing
loans along with the underlying securities.
Issues of Pass Through Certificates
Once the housing loans have been declared as property held in trust, the NHB
in its corporate capacity as also trustee for the SPV Trust would issue Pass
Through Certificates (PTCs) to investors.
Credit Enhancements
The structure envisages the following credit enhancements for Class A PTCs:
(i) Subordinated Class B PTC pay-out,
(ii) Corporate guarantee from the HDFC, and(iii) Excess spread.
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Other Details The other details of the securitisation transaction are as follows.
Recovery on Defaults and Enforcement of Mortgages
The HDFC would administer the housing loans given to the borrowers, in its capacity as the S&P Agent. Administering of such loans would include follow-up for the recovery of the EMIs from the borrowers in the event of delays.
The trustee (NHB) would empower the HDFC, under the provisions of the servicing and paying agency agreement, to enforce the mortgage securities where required, and institute and file suits and all other legal proceedings as may necessary, to recover the dues from defaulting borrowers.
Treatment of Prepayments on the Loans
Borrowers are permitted to prepay their loans in full or in part, and may be charged a prepayment penalty for the same. Such prepayments in the securitised receivables pool are passed on entirely to the two classes of PTC-holdersIn the event of prepayment in a given month, the amount is passed on entirely to the Class A and Class B PTC-holders in proportion to their respective principal balances outstanding as of the beginning of that month.
Treatment of Conversion of Loans
In case of conversion by the borrowers of a loan from fixed rate to floating rate or vice-versa, or to a lower fixed rate, the loan would continue to remain in the receivables pool. The profit/loss on account of change in the interest rate would accrue to/be borne by the receivables pool and indirectly the Class PTC-holders. The conversion charge received from borrowers who have exercised the option would accrue to the Class B PTC-holders.
Repayment of Loan by the Borrower
On the borrower having completed repayment in all respects on the loan, the S&P Agent would intimate the trustee and return the documents relating to the mortgage debt to the borrowers.
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Hindustan Copper Industries (HCI) manufactures copper pipe. It is contemplating calling Rs 3 crore of 30-year, Rs 1,000 bonds (30,000 bonds) issued 5 years ago with a coupon interest rate of 14 per cent. The bonds have a call price of Rs 1,140 and had initially collected proceeds of Rs 2.91 crore due to a discount of Rs 30 per bond. The initial flotation cost was Rs 3,60,000. The HCI intends to sell Rs 3 crore of 12 per cent coupon interest rate, 25-year bonds to raise funds for retiring the old bonds. It intends to sell the new bonds at their par value of Rs 1,000. The estimated flotation costs are Rs 4,40,000. The HCI is in 35 per cent tax bracket and its after cost of debt is 8 per cent. As the new bonds must first be sold and their proceeds then used to retire the old bonds, the HCI expects a 2-month period of overlapping interest during which interest must be paid on both the old and the new bonds. Analyse the feasibility of the bond refunding by the HCI.
Solution
Decision analysis for bond refunding decision
Present value of annual cashflow savings (Refer working note 2):
Rs 3,81,460 × 10.675 (PVIF8,25) Rs 40,72,086
Less: Initial investment (Refer working note 1) 32,57,500
NPV 8,14,586
Decision The proposed refunding is recommended as it has a positive NPV.
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Working Notes
1. Initial investment:
(a) Call premium:
Before tax [(Rs 1,140 – Rs 1,000) × 30,000 bonds] Rs 42,00,000
Less: Tax (0.35 × Rs 42,00,000) 14,70,000
After tax cost of call premium Rs 27,30,000
(b) Flotation cost of new bond 4,40,000
(c) Overlapping interest:
Before tax (0.14 × 2/12/ × Rs 3 crore) 7,00,000
Less: Tax (0.35 × 7,00,000) 2,45,000 4,55,000
(d) Tax savings from unamortised discount on old bond
[25/30 × (Rs 3 crore – 2.91 crore) × 0.35] (2,62,500)
(e) Tax savings from unamortised flotation cost of old
bond (25/30 × Rs 3,60,000 × 0.35) (10,5,000)
32,57,500
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2. Annual cash flow savings(a) Old bond (i) Interest cost: Before tax (0.14 × 3 crore) Rs
42,00,000 Less: Tax (0.35 × Rs 42,00,000) 14,70,000 27,30,00
0 (ii) Tax savings from amortisation of discount [(Rs 9,00,000@ ÷ 30) × 0.35]
(10,500)
(iii) Tax savings from amortisation of flotation cost [(Rs 3,60,000 ÷ 30) × 0.40)
(4,200)
Annual after tax debt payment (a) 27,15,300
(b) New bond (i) Interest cost: Before tax (0.12 × 3 crore) 36,00,000 Less: Taxes (0.35 × Rs 36,00,000) 12,60,000 After tax interest cost 23,40,00
0 (ii) Tax savings from amortisation of flotation cost [Rs 4,40,000 ÷ 25) × 0.35
(6,160)
Annual after-tax debt payment (b) 23,33,840
Annual cash flow savings [(a) – (b)] 3,81,460
@Par value – net proceeds for sale.
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Derivatives: Managing
Financial Risk
Forward Contracts
Futures/Future Contracts
Options/Options Contracts
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Derivative instruments include (a) a security derived from a debt instrument, share, loan, risk instrument or contract for differences or any other form of security and (b) a contract that derives its value from the price/index of prices of underlying securities.
The economic functions performed by the derivatives markets are:
1) they help in the discovery of the future as well as current prices,
2) they transfer risk to those who have an apetite for them, 3) the underlying cash markets witness high trading
volumes, 4) speculative trades shift to a more controlled
environment, and 5) they help increase savings and investment in the long
run.
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The most common variants of derivatives are
1) Forward, 2) Futures and 3) Options.
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Forward Contract
A forward contract is an agreement to buy/sell an asset on a specified date for a specified price. It is very useful in hedging and speculations. A very serious limitation of forward contracts is counterparty risk arising from possibility of default of any one party to the transaction.
Future Contract
A future contract is an agreement between two parties to buy/sell an asset at a certain time in future at a certain price. It may be offset prior to maturity by entering into an equal but opposite transaction. It eliminates counterparty risk and offers more liquidity.
Future contracts have linear payoffs. It means that the losses as well as the profit, for the buyer and the seller are unlimited.
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TABLE 1 Distinction Between Futures and Forwards
Futures Forwards
1. Traded on an organised stock
exchange
1. Over the Counter (OTC) in nature
2. Standardised contract terms,
hence, more liquid
2. Customised contract terms, hence,
less liquid
3. Requires margin payments 3. No margin payment
4. Follows daily settlement 4. Settlement happens at the end of
the period
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Futures Terminology
Important terms associated with futures contracts are as follows:
Spot Price The price at which an instrument/asset trades in the spot market.
Future Price The price at which the futures contract trade in the future market.
Contract Cycle The period over which a contract trades. For instance, the index futures contracts typically have one month, two months and three months expiry cycles that expire on the last Thursday of the month. Thus, a January expiration contract expires on the last Thursday of January and a February expiration contract ceases trading on the last Thursday of February. On the Friday following the last Thursday, a new contract having three month expiry is introduced for trading.
Expiry Date It is the date specified in the futures contract. This is the last day on which the contract will be traded, at the end of which it will cease to exist.
Contract Size The amount of asset that has to be delivered under one contract. For instance, the contract size of the NSE future market is 200 Nifties.
Basis Basis is defined as the futures price minus the spot price. There will be a different basis for each delivery month for each contract. In a normal market, basis will be positive. This reflects that futures prices normally exceed spot prices.
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Cost of Carry The relationship between futures prices and spot prices can be
summarised in terms of the cost of carry. This measures the storage cost plus
the interest that is paid to finance the asset, less the income earned on the asset.
Initial Margin The amount that must be deposited in the margin account at the
time a futures contract is first entered into is the initial margin.
Marking to Market In the futures market, at the end of each trading day, the
margin account is adjusted to reflect the investor’s gain or loss depending
upon the futures closing price. This is called marking to market.
Maintenance Margin This is somewhat lower than the initial margin. This is set
to ensure that the balance in the margin account never becomes negative. If the
balance in the margin account falls below the maintenance margin, the investor
receives a margin call and is expected to top up the margin account to the initial margin level before trading commences on the next day.
CONTD.
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(2) Pricing Index Futures Given Expected Dividend Yield
F = S (1 + r – q)T (3)where F = futures price,
S = spot index value,r = cost of financing,q = expected dividend yield, andT = holding period
Example 6 A two month futures contract trades on the NSE. The cost of financing is 15 per cent and the dividend yield on Nifty is 2 per cent annualised. The spot value of Nifty is Rs 1,200. What is the fair value of the futures contract?
Solution
Fair value = Rs 1,200 (1 + 0.15 – 0.02) × 60.365 = Rs 1,224.35
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Pricing Stock Futures
Stock futures is a future contract that gives its owner the right/obligation to buy/sell the stocks (shares).
Pricing Stock Futures When No Dividend Expected
Example 7 SBI futures trade on NSE as one, two and three-month contracts. Money can be borrowed at 15 per cent per annum. What will the price of a unit of new two month futures contract on the SBI be if no dividends are expected during the two month period, assuming spot price of the SBI is Rs 228?
Solution Futures price, F = Rs 228 × (1.15) × 60/365 = Rs 233.30
Pricing Stock Futures When Dividends Are Expected
Example 8 XL futures trade on NSE as one, two and three month contracts. What will the price of a unit of new two-month futures contract on XL be if dividends are expected during the two month period? Assume that XL will be declaring a dividend of Rs 10 per share after 15 days of purchasing the contract. The market price of XL may be assumed as Rs 140.
Solution To calculate the futures price, we need to reduce the cost-of-carry to the extent of dividend received. The amount of dividend received is Rs 10. The dividend is received 15 days later and, hence, compounded only for the remainder of 45 days. Thus, the futures price, F = Rs 140 × (1.15) × 60/365 – [10 × (1.15) × 45/365] = Rs 133.08.
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OptionAn option is a contract giving one party the right, but not the obligation, to buy or sell a financial instrument, commodity or some other underlying asset at a given price, at or before a specified date
There are two basic types of options, call options and put options.
Call Option A call option gives the holder the right but not the obligation to buy an asset by a certain date for a certain price.
Put Option A put option gives the holder the right but not the obligation to sell an asset by a certain date for a certain price.
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Option : Concepts And Types
Options are a special type of financial contracts under which the buyers of the options have the right to buy or sell the shares/stocks but do not have obligation to do so.
Some options are European while others are American. American options are more flexible in nature in that they can be exercised at any time upto the expiration date. In contrast, European options can be exercised only on the expiration date. In view of greater flexibility, most exchange traded options are American.
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Important Terms Associated with Options
Buyer of an Option is the one, who by paying the option premium buys the right to buy/sell securities but not the obligation to exercise his option on the seller/writer of the option. Writer of an Option is the one who receives the option premium and is thereby obliged to sell/buy the securities if the buyer exercises the option on him. Option Price/Premium is the price that the option buyer pays to the option seller. It is aptly referred to as the option premium.Expiration Date is the date specified in the options contract by which the option can be exercised. It is also known as the exercise date, the strike date or the maturity date. Strike Price The price specified in the options contract at which the buyer can exercise his right to buy or sell the securities is known as the strike price or the exercise price.At-the-Money Option is an option that would lead to zero cash flow (no profit no loss) to the holder if it were exercised immediately.In-the-Money Option is an option that would lead to a positive cashflow to the holder if it were exercised immediately.Out-of-the-Money Option is an option that would lead to a negative cashflow to the holder if it were exercised immediately.
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TYPES
Options are essentially of two types
1) Call options
2) Put options
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Call OptionCall option entities the holder the right but not the obligation to buy securities.
An American call option is a contract that gives the holder the right but not the obligation to buy (i.e., to call in) specified securities at a specified price on or before a specified exercise date. For instance, if an investor buys one call option (normally consisting of 100 shares) on Reliance, he has the right to buy 100 equity shares of Reliance at a specified exercise price anytime between today and a specified date by paying option premium. The fact that the call holder is under no obligation to buy securities implies that he has limited liability. In case the price of the equity shares of Reliance falls at expiration date, he would prefer to walk away from the call contract.
In contrast, European options can be exercised only on the maturity date. Since American options provide the owner an additional timing option (to exercise early), they cannot be less valuable than equivalent European options.
C1 = Max (S1 – E,0) (1)
Where Max implies the maximum value of S1 – E or Zero whichever is higher.
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Example 1
Suppose the market price of equity share of Reliance on the expiration date is Rs 140 and the exercise price is Rs 125. The value of call option is Rs 15 (Rs 140 – Rs 125). In case, the value of the share on expiration date turns out to be Rs 120, the value of C1 would not be negative Rs 5 (Rs 120 – Rs 125); it
would be zero as the investor would not purchase shares at Rs 125 which is available in the market and thereby incur a loss of Rs 5 per share.
The value of call option (for the facts contained in Example 1) is shown in Fig. 1. The price of share is plotted on X-axis and the call option value on Y-axis. It may be noted that for market price of share less than exercise price, the value of the option is zero; for S1 > E, the option has a positive value and increases
in a linear manner, rupee for rupee, with the increase in the share price. For instance, when S1 goes up from Rs 140 to Rs 150 (by Rs 10), the value of call
option also increases by Rs 10 (from Rs 15 to Rs 25).
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Option TerminologyIndex Options These options have the index as the underlying. Some options are European while others are American. American options can be exercised at any time upto the expiration date. Most exchange traded options are American. European options can be exercised only on the expiration date itself. European options are easier to analyse than American options, and properties of an American option are frequently deduced from those of its European counterpart. Like index futures contracts, index options contracts are also cash settled.
Stock Options Stock options are options on individual stocks. A contract gives the holder the right to buy or sell shares at the specified price.
Buyer of an Option The buyer of an option is the one who by paying the option premium buys the right but not the obligation to exercise his option on the seller/writer.
Writer of an Option The writer of a call/put option is the one who receives the option premium and is thereby obliged to sell/buy the asset if the buyer exercises the option on him.
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Option Price/Premium Option price is the price that the option buyer pays to the option seller. It is also referred to as the option premium.
Expiration Date The date specified in the options contract is known as the expiration date, the exercise date, the strike date or the maturity.
Strike Price The price specified in the options contract is known as the strike price or the exercise price.
In-the-Money Option An in-the-money (ITM) option is an option that would lead to a positive cashflow to the holder if it were exercised immediately. A call option on the index is said to be in-the-money when the current index stands at a level higher than the strike price (that is, spot price > strike price). If the index is much higher than the strike price, the call is said to be deep ITM. In the case of a put, the put is ITM if the index is below the strike price.
At-the-Money Option An at-the-money (ATM) option is an option that would lead to zero cashflow if it were exercised immediately. An option on the index is at-the-money when the current index equals the strike price (that is, spot price = strike price).
CONTD.
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Out-of-the-Money Option An out-of-the-money (OTM) option is an option that would lead to a negative cashflow if it were exercised immediately. A call option on the index is out-of-the-money when the current index stands at a level that is less than the strike price (that is, spot price < strike price). If the index is much lower than the strike price, the call is said to be deep OTM. In the case of a put, the put is OTM if the index is above the strike price.
Intrinsic Value of an Option The option premium can be broken down into two components (i) intrinsic value and (ii) time value. The intrinsic value of a call is the amount the option is ITM, if it is ITM. If the call is OTM, its intrinsic value is zero. Putting it another way, the intrinsic value of a call is Max[0,(St – K)] which means the intrinsic value of a call is the greater of 0 or(St – K). Similarly, the intrinsic value of a put is Max[0, K – St], that is, the greater of 0
or (K – St). K is the strike price and St is the spot price.
Time Value of an Option The time value of an option is the difference between its premium and its intrinsic value. Both calls and puts have time value. An option that is OTM or ATM only has time value. Usually, the maximum time value exists when the option is ATM. The longer the time to expiration, the greater is an option’s time value, other things being equal. At expiration, an option would have no time value.
CONTD.
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TABLE 2 Distinction Between Futures and Options
Futures Options
Exchange traded, with novation Same as futures
Exchange defines the product Same as futures
Price is zero, strike price moves Strike price is fixed, price moves
Price is zero Price is always positive
Linear payoff Non linear payoff
Both long and short at risk Only short at risk
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Options Payoffs
A pay off for derivative contacts is the likely profit/loss that would accrue to the market participant with change in the price of the underlying asset. The optionality characteristic of options results in a non-linear pay off for options.
Non-linear pay-off implies the losses for the buyer of the options are limited but profits are potentially unlimited; profits to the writer of the option are limited to the option premium but losses are potentially unlimited.
Option premium is the price that the option buyer pays to the option seller.
Pay off Profile of Buyer of Asset: Long Asset In this basic position, an investor buys the under-lying asset, the Nifty for instance, for 1,220 and sells it at a future date at an unknown price, St. Once it is purchased, the investor is aid to be “long” the asset. The investor would make profit if the index goes up. If the index falls he would lose.
Pay off Profile for Seller of Asset: Short Asset In this basic position, an investor shorts the und-erlying asset, the Nifty for instance, for 1,220 and buys it back at a future date at an unknown price, St. Once it is sold, the investor is said to be “short” the asset. The investor sold the index at 1,220. If the index falls, he profits. If the index rises, he loses.
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Pay off Profile for Buyer of Call Options: Long Call A call option gives the buyer the right to pay the underlying asset at the strike price specified in the option. The higher the spot price, the more profit he makes. If the spot price of the underlying is less than the strike price, he lets his option expire unexercised. His loss in this case is the premium he paid for buying the option.Pay off Profile for Writer to Call Options: Short Call Call A call option gives the buyer the right to buy the underlying asset at the strike price specified in the option. The higher the spot price, the more is the loss he makes. If upon expiration the spot price of the underlying is less than the strike price, the buyer lets his option expire unexercised and the writer gets to keep the premium. Pay off Profile for Buyer of Put Options: Long Put Put A put option gives the buyer the right to sell the underlying asset at the strike price specified in the option. The lower the spot price, the more is the profit he makes. If the spot price of the underlying is higher than the strike price, he lets his option expire unexercised. His loss in the case is the premium he paid for buying the option.Pay off Profile for Writer of Put Options: Short Put A put option gives the buyer the right to sell the underlying asset at the strike price specified in the option. The buyer’s profit is the seller’s loss. If upon expiration the spot price happens to be below the strike price, the buyer will exercise the option on the writer. If upon expiration the spot price of the underlying is more than the strike price, the buyer gets his option expire unexercised and the writer gets to keep the premium.
An option gives the holder the right but not the obligation to do something.
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The Black-Scholes equation is done in continuous time. This requires continuous compounding. The r that figures in this is 1n (1 + r). Example, if the interest rate per annum is 12 per cent, you need to use 1n 1.12 or 0.1133, which is the continuously compounded equivalent of 12 per cent per annum.
N () is the cumulative normal distribution. N (d1) is called the delta of the option, which is a measure of change in option price with respect to change in the price of the underlying asset.
σ a measure of volatility, is the annualised standard deviation of continuously compounded returns on the underlying. When daily sigma are given, they need to be converted into annualised sigma.
On a average there are 250 trading days in a year.
X is the exercise price, S the spot price and T the time to expiration measured in years.
year.per days trading of Numberduly
Sigmaannual
Sigma ×=
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Pricing Index Options Under the assumption of the Black-Scholes Options Pricing Model, index options should be valued in the same way as ordinary options on common stock, the assumption being that investors can purchase, without cost, the underlying stocks in the exact amount necessary to replicate the index, that is, stocks are infinitely divisible and the index follows a diffusion process such that the continuously compounded returns distribution of the index is normally distributed.
Example 9
A three-month call option on the Nifty with a strike of 1,180 is available for trading. The Nifty stands at Rs 1,150, and it has a volatility of 30 per cent per annum. The annual risk free rate is 12 per cent. We can calculate the price of the 1,180 option using the Black-Scholes option pricing formula. We take T = 0.25, S = 1,150, X = 1,180, r =1n (1.12), and s = 0.3. Substituting these values in the formula, we get the call price as Rs 70.15. The put price on an option with the same strike works out to be Rs 67.19.
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Pricing Stock Options Much of what was discussed about index options also applies to stock options. The factors that affect option prices are listed below.The Stock Price The payoff from a call option will be the amount by which the stock prices exceeds the strike price. Call option, therefore, becomes more valuable as the stock price increases and less valuable as the stock prices decreases. The Strike Price In the case of a call, as the strike price increases, the stock price has to make a larger upward move for the option to go in-the-money.Time to Expiration Both put and call American options become more valuable as the time to expiration increases. Volatility The volatility of a stock price is a measure of how uncertain we are about future stock price movements. As volatility increases, the chance that the stock will do very well or very poorly increases. The value of both calls and puts, therefore, increases as volatility increases.Risk Free Interest Rate The affect of the risk free interest rate is less clear cut. It is found that the put option prices decline as the risk free rate increases, whereas the prices of calls always increase as the risk free interest rate increases.Dividends Dividends have the effect of reducing the stock price on the ex-dividend date. This has a negative affect on the value of call options and a positive affect on the value of put options.
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Application of Black-Scholes Option Pricing Formula to Stock Options The Black-Scholes option pricing formula, with some adjustment, can be used to price American calls and puts options on stocks. The first step is to value the option on the assumption that it will be exercised on expiry. Thus, the present value of the dividends is deducted from the stock price and the adjusted value, Sd, is used in the Black-Scholes Model. The second step is to assume that the option will be exercised just before the ex-dividend date. The unadjusted stock price is used. In addition, the time to expiry is shortened to be the period up to the ex-dividend date. Following these adjustments, the Black-Scholes model can be applied. The actual value of the option will be the highest of the two valuations. Consider Example 10.
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WarrantsWarrant is an instrument that gives its holder the right to purchase a certain number of shares at a specified price over a certain period time.
Difference with Convertible Debentures
Warrants are akin to convertible debentures to the extent that both give the holder the option/right to buy ordinary shares but there are differences between the two. While the debenture and conversion option are inseparable, a warrant can be detached. Similarly, conversion option is tied to the debenture but warrants can be offered independently also. Warrant are typically exercisable for cash.
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Features
Exercise Price It is the price at which the holder of a warrant is
entitled to acquire the ordinary shares of the firm. Generally, it is set higher than the market price of the shares at the time of the issue.
Exercise Ratio It reflects the number of shares that can be acquired per warrant. Typically, the ratio is 1:1 which implies that one equity share can be purchased for each warrant.
Expiry Date It means the date after which the option to buy shares
expires, that is, the life of the warrant. Usually, the life of warrants is 5-10 years although theoretically perpetual warrants can also be issued.
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Types
Warrants can be
1) Detachable, and
2) Non-detachable.
A detachable warrant can be sold separately in the
sense that the holder can continue to retain the instrument to which the warrant was tied and at the
same time sell it to take advantage of price increases. Separate sale independent of the instrument is not
possible in case of non-detachable warrants. The detachable warrants are listed independently for stock
exchange trading but non-detachable warrants are not.
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Implied Price of an Attached Warrant
The implied price of a warrant is the price effectively paid for each warrant attached to a bond. It can be computed using Equation 4.
Implied price of all warrants = Price of bond with warrants attached – Straight bond/debenture value
(4)
The straight debenture value can be computed using the method to value convertible debentures.
The implied price of each warrant = Implied price of all warrants / Number of warrants attached to each bond.
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Value of Warrants
Like convertible bonds, a warrant has a (i) market value and (ii) and a theoretical value. The difference between them is known as the warrant premium.
Theoretical Value of Warrant (TVW)
The theoretical value of a warrant is the amount for which the warrant can be expected to be sold in the market. Symbolically, theoretical value of a warrant (TVW)
= (P0 – E) × N (5)
Where,Po = current market of a share
E = exercise price of the warrantN = number of shares obtainable with one warrant.
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HYBRID FINANCING/INSTRUMENTSHYBRID FINANCING/INSTRUMENTS
Preference Share Capital
Warrants
Convertible Debentures/Bonds
Options
Solved Problems
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A hybrid source of financing partakes some features of equity shares and some features of debt instruments. The important hybrid instruments are: preference shares, convertible debentures/bonds, warrants and options. The issue procedure for these instruments is similar to the raising of equity shares.
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Preference Share CapitalPreference capital is a unique type of long-term financing in that it combines some of the features of equity as well as debentures. As a hybrid security/form of financing, it is similar to debenture insofar as:
1) it carries a fixed/stated rate of dividend, 2) it ranks higher than equity as a claimant to the income/assets, 3) it normally does not have voting rights and 4) it does not have a share in residual earnings/assets.
It also partakes some of the attributes of equity capital, namely
1) dividend on preference capital is paid out of divisible/after tax profit, that is, it is not tax-deductible,
2) payment of preference dividend depends on the discretion of management, that is, it is not an obligatory payment and non-payment does not force insolvency/liquidation and
3) irredeemable type of preference shares have no fixed maturity date.
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Features/Attributes
Prior Claim on Income/Assets Preference capital has a prior claim/preference over equity capital both on the income and assets of the company. In other words, preference dividend must be paid in full before payment of any dividend on the equity capital and in the event of liquidation, the whole of preference capital must be paid before anything is paid to the equity capital.
Cumulative Dividends Cumulative (dividend) Preference shares are preference shares for which all unpaid dividends in arrears must be paid along with the current dividend prior to the payment of dividends to ordinary shareholders.
Redeemability Preference capital has a limited life/specified/fixed maturity after which it must be retired. However, there are no serious penalties for breach of redemption stipulation.
Straight Preference Shares Straight preference shares value/price is the price at which a preference share would sell without the redemption/call feature.
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Fixed Dividend Preference dividend is fixed and is expressed as a percentage of par value. Yet, it is not a legal obligation and failure to pay will not force bankruptcy. Preference capital is also called a fixed income security.Convertibility Conversion feature convertibility is a feature that allows preference shareholders to change each share in a stated number of ordinary shares.Voting Rights Preference capital ordinarily does not carry voting rights. It is, however, entitled to vote on every resolution if (i) the preference dividend is in arrears for two years in respect of cumulative preference shares or (ii) the preference dividend has not been paid for a period of two/more consecutive preceding years or for an aggregate period of three/more years in the preceding six years ending with the expiry of the immediately preceding financial year.Participation Features Participation is a feature that provides for dividend payments based on certain formula allowing preference shareholders to participate with ordinary shareholders in the receipt of dividends beyond a specified amount.
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Evaluation
Merits
The advantages for the investors are: (i) stable dividend, (ii) the exemption to corporate investors on preference income to the extent of dividend paid out. The issuing companies enjoy several advantages, namely, (i) no legal obligation to pay preference dividend and skipping of dividend without facing legal action/bankruptcy, (ii) redemption can be delayed without significant penalties, (iii) as a part of net worth, it improves the credit-worthiness/ borrowing capacity and, (iv) no dilution of control.
Demerits
The shareholders suffer serious disadvantages such as (a) vulnerability to arbitrary managerial action as they cannot enforce their right to dividend/right to payment in case of rede-mption, and (b) modest dividend in the context of the associated risk. For the company, the preference capital is an expensive source of finance due to non-tax deductibility of preference dividend.
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Convertible Debentures/Bonds
Convertible Debentures Convertible debentures give the holders the right (option) to change them into a stated number of shares.
Conversion Ratio Conversion ratio is the ratio at which a convertible debenture can be exchange for shares.
Conversion Price Conversion price is the per share price that is effectively paid for the shares as the result of exchange of a convertible debenture.
Conversion Time The conversion time refers to the period from the date of allotment of convertible debentures after which the option to convert can be exercised.
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Valuation
Compulsory Partly/Fully Convertible Debentures
Value (Vo) The holders of PCDs receive interest at a specified rate over the term of the debenture plus equity share(s) on part conversion and repayment of unconverted part of principal. Symbolically,
where V0 = Value of the convertible debenture at the time of issue
It = Interest receivable at the end of period, t
n = Term of debenturesa = Equity shares on part conversion at the end of period, iPi = Expected pre-equity share price at the end of period, i
Fj = Instalment of principal payment at the end of period, j
kd = Required rate of return on debt
ke = Required rate of return on equity.
∑=
∑= +
++
++
=
n
1t nj)1(t
dk1
jF
tek1i
aPt
dk1
tI0V
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Value of Warrants
Like convertible bonds, a warrant has a (i) market value and (ii) and a theoretical value. The difference between them is known as the warrant premium.
Theoretical Value of Warrant (TVW)
The theoretical value of a warrant is the amount for which the warrant can be expected to be sold in the market. Symbolically, theoretical value of a warrant (TVW)
= (P0 – E) × N (5)
Where,Po = current market of a share
E = exercise price of the warrantN = number of shares obtainable with one warrant.
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OptionsOptions are not a source of financing like shares, debentures, CDs and warrants. But they do stabilise prices of shares by increasing trading activity in them.
An option is an instrument that provides to its holders an opportunity to purchase (call option)/sell (put option) specified security/asset at a stated striking price on/before a specified expiration date.
There are three basic forms of options:
1) Rights, 2) Warrants, and 3) Calls and puts.
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OPTION VALUATION
Option: Concept And Types
Option Payoffs
Call Option Boundaries
Factors Influencing Option Valuation
The Black-Scholes Option Pricing Model
Solved Problems
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Option : Concepts And Types
Options are a special type of financial contracts under which the buyers of the options have the right to buy or sell the shares/stocks but do not have obligation to do so.
Some options are European while others are American. American options are more flexible in nature in that they can be exercised at any time upto the expiration date. In contrast, European options can be exercised only on the expiration date. In view of greater flexibility, most exchange traded options are American.
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Important Terms Associated with Options
Buyer of an Option is the one, who by paying the option premium buys the right to buy/sell securities but not the obligation to exercise his option on the seller/writer of the option. Writer of an Option is the one who receives the option premium and is thereby obliged to sell/buy the securities if the buyer exercises the option on him. Option Price/Premium is the price that the option buyer pays to the option seller. It is aptly referred to as the option premium.Expiration Date is the date specified in the options contract by which the option can be exercised. It is also known as the exercise date, the strike date or the maturity date. Strike Price The price specified in the options contract at which the buyer can exercise his right to buy or sell the securities is known as the strike price or the exercise price.At-the-Money Option is an option that would lead to zero cash flow (no profit no loss) to the holder if it were exercised immediately.In-the-Money Option is an option that would lead to a positive cashflow to the holder if it were exercised immediately.Out-of-the-Money Option is an option that would lead to a negative cashflow to the holder if it were exercised immediately.
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TYPES
Options are essentially of two types
1) Call options
2) Put options
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Call OptionCall option entities the holder the right but not the obligation to buy securities.
An American call option is a contract that gives the holder the right but not the obligation to buy (i.e., to call in) specified securities at a specified price on or before a specified exercise date. For instance, if an investor buys one call option (normally consisting of 100 shares) on Reliance, he has the right to buy 100 equity shares of Reliance at a specified exercise price anytime between today and a specified date by paying option premium. The fact that the call holder is under no obligation to buy securities implies that he has limited liability. In case the price of the equity shares of Reliance falls at expiration date, he would prefer to walk away from the call contract.
In contrast, European options can be exercised only on the maturity date. Since American options provide the owner an additional timing option (to exercise early), they cannot be less valuable than equivalent European options.
C1 = Max (S1 – E,0) (1)
Where Max implies the maximum value of S1 – E or Zero whichever is higher.
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Example 1
Suppose the market price of equity share of Reliance on the expiration date is Rs 140 and the exercise price is Rs 125. The value of call option is Rs 15 (Rs 140 – Rs 125). In case, the value of the share on expiration date turns out to be Rs 120, the value of C1 would not be negative Rs 5 (Rs 120 – Rs 125); it
would be zero as the investor would not purchase shares at Rs 125 which is available in the market and thereby incur a loss of Rs 5 per share.
The value of call option (for the facts contained in Example 1) is shown in Fig. 1. The price of share is plotted on X-axis and the call option value on Y-axis. It may be noted that for market price of share less than exercise price, the value of the option is zero; for S1 > E, the option has a positive value and increases
in a linear manner, rupee for rupee, with the increase in the share price. For instance, when S1 goes up from Rs 140 to Rs 150 (by Rs 10), the value of call
option also increases by Rs 10 (from Rs 15 to Rs 25).
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Y
X
30
0
25
20
15
10
5
Value of call option
(in Rs)
Price of share (in Rs)
Figure 1: Value of Call Option to Buyer
S1 ≤ E S1 > E(Profit potential area)
125 130 135 140 145 150
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Gain or Loss Assuming no transaction costs, the purchase of call option primarily requires the payment of premium to the option writer. Assuming premium (P) paid is Rs 5 per share, the gain (G) to the call-holder of Reliance (assuming S1 = Rs 140) will be reduced by the amount of P as shown by Equation 2.
G = Max (S1 – E, 0) – P = (Rs 140 – Rs 125) – Rs 5 = Rs 10 (2)
In case the value of the share is Rs 120, the loss to the call-holder would be Rs 5 (equivalent to the amount of the premium paid). His loss will not increase to Rs 10 (E – S1 = Rs 125 – Rs 120 = Rs 5 + Rs 5, premium paid) because the call-holder is under no obligation to buy the share. He will obviously not buy the share at Rs 125 whose market price is Rs 120.
Therefore, it can be generalised that the loss is equal to the premium paid whenever S1 < E. When S1 > E, gain would be as shown by Equation 2. This is illustrated in Fig. 2. It may be noted from the Figure that the call-holder suffers a loss until the S1 rises to the point where it equals E + P. This point of equality can be referred to as break-even point (BEP), given by Equation 3.
BEP = S1 – (E + P) = zero (3)
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Y
X0
20
15
10
5
Gain (+)/Loss (-)To call optionbuyer (in Rs)
Price of share (in Rs)
Figure 2: Gain/Loss to Call Option Buyer
S1 ≤ E + PS1 > E + P
(Gain potential area)
125 130 135 140 145 150
-5
-10
Y
(E + P)Premium paid (E)
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Beyond the BEP, the call-holder would gain with rise in share prices. In contrast, the writer of the call option gains as long as the price of the share (S1) on the date of maturity is less than the sum of exercise price and premium received. Equation 4 indicates gain to the writer of the call option.
S1 > (E + P) subject to (S1 – E) < P (4)
Continuing with Example 1, the call option writer gains if the price of the share on the date of expiration is less than Rs 130, that is Rs 125, E + Rs 5, P. However, the maximum gain would be Rs 5 only (equivalent to the option premium received) and this will accrue to him if S1 < E at the date of maturity. The profit margin would be lower if S1 > E, but less than E + P.
Assume Reliance share’s market value is Rs 128. The call-holder gains by exercising his right to buy Reliance share at Rs 125. The call option writer’s profit margin would be reduced by Rs 3 as he would have to buy the share at Rs 128 and sell at Rs 125; his profit margin would be Rs 2 (P, Rs 5 – Rs 3, S1 – E).
Whereas the call writer’s profits are limited to Rs 5 per share, his losses can rise sharply with increase in the market price of the share. Suppose Reliance share’s market price jumps to Rs 200; his loss will be Rs 70 per share (S1 – E + P = Rs 200 – Rs 125 + Rs 5). Figure 3 shows the profit or loss position of the call option writer.
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The call writer will be at the BEP when S1 = E + P. In Example 1, he would be at break-even when share price is Rs 130 = Rs 125, E + Rs 5, P.
Y
X
-15
+5
0
-5
-10
Gain (+)/Loss (-)To call optionwriter (in Rs)
Price of share (in Rs)
Figure 3: Gain/Loss to Call Option Writer
S1 ≤ E + P
S1 > E + P(Potential loss area)
125 130 135 140 145 150
-20
Premium received
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Put Option
A put option is just the opposite of a call option. A put option gives the holder the right but not the obligation to sell securities (i.e. to put them) on or by a certain date at a fixed exercise price. In other words, the seller/writer of the put option has the obligation to buy securities in case the put owner decides to exercise his option. Since the put option writer is at the receiving end, he receives the put premium (as a compensation for risk assumed) from the put buyer.
The put option holder will exercise his right to sell the securities should the price of the securities fall below the exercise price (E) at the date of expiration. In case S1 > E, he will prefer to sell at a higher price in the market than to sell to the put option writer. Consider Example 2.
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Example 2
Suppose an investor wants the right to sell Reliance equity shares at Rs 135 after 2 months. He is to buy a 2-month put option with a Rs 135 exercise price. In case the market price of Reliance share increases to Rs 150 (S1 > E), the put option will expire worthless as it will be more profitable for an investor to sell in the open market (at Rs 150) than to the put option writer (at Rs 135).
Assuming the market price of the share falls below the strike price, say to Rs 125, it will be profitable for the put option holder to excise his put option right as it fetches him Rs 135 compared to Rs 125 he can otherwise obtain from the market.
Equations 5A and 5B can be inferred from Example 2. The equation can serve as a benchmark/guide when to avail put option and when not to avail it.
E > S1, avail put option (5A)
E < S1, do not avail put option (5B)
Like call options, put options cannot have negative value as the put option owner will not sell securities at a lower price (compared to the higher price available in the market) to the put option writer. Its value will be either zero as per equation 6 (when he does not exercise his put option right) or higher when E > S1. Accordingly,
Value of put option = Max (E – S1, 0) (6)
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The put option is illustrated in Figures 4 and 5. Figure 4
shows profit potential area from the perspective of put option
owner. He will exercise his right when the share price on the
date of expiration is less than the exercise price stipulated in
the put option contract; the bigger is the difference between
these two prices, the larger is the put option value to the
buyer. The curve has a negative slope.
At Rs 115 price of Reliance, value of put option is Rs 20 per
share; it declines to Rs 5 when share price increases to Rs
130. The value of put option is zero when the market price of
Reliance’s share is Rs 135 and more.
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Y
X0
25
20
15
10
5
Value of put option
(in Rs)
Price of share (in Rs)
Figure 4: Value of Put Option to Buyer
S1 > E(Profit potential
area)
110 115 120 125 130 135
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The financial impact of changes in market prices of shares on the put option writer is exactly the opposite of what it is to the put option buyer. The gain of the put option buyer is the loss of the put option seller. It is shown in Fig. 5. At S1 of Rs 130, the put option writer is at break-even; at prices lower than Rs 130, he incurs loss and gains at price higher than Rs 130. His maximum gain is Rs 5 per share (equivalent to the premium received) at S1 = Rs 135 and above.
Y
-15
+5
-5
-10
Gain (+)/Loss (-)to put optionwriter (in Rs)
(BEP) (E)Price of share (in Rs)
Figure 5: Gain/Loss to Put Option Writer
(Potential loss area)S1 ≤ E - P
-20
Y
X0110 115 120 125 130 135
Gain
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Option Payoffs
Call Option Payoffs
The call option owner’s loss is limited to the call option premium. The profit he can earn is not so limited. In case the market price of the share on the expiration date turns out to be substantially higher than the exercise price, his total profit from the call option contract would be substantial in relation to the investment (equivalent to the call option premium paid up-front) he has made. Consider Example 3.
Put Option Payoffs
The put option owner/investor is benefited when the share price prevailing on the date of maturity is less than the strike price at which he has acquired the right to sell the shares to the put option writer. This is illustrated in Example 4.
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Example 3: Call Option Payoffs
Suppose an investor buys 3-month 100 call option contracts (one call contract consists of 100 equity shares) of Reliance with strike price of Rs 125 and call option premium of Rs 5 per share. The one call option contract involves cost/investment of Rs 500 (i.e., 100 equity shares × Rs 5). Therefore, the total sum invested is Rs 50,000 (i.e. Rs 500 per contract × 100 contracts).
After 3 months, if the market price of Reliance turns out to be Rs 125 or less, the option is of no value and the investor loses Rs 50,000.
In case Reliance’s price moves up to more than Rs 125 on the date of expiration of the contract, the investor would exercise his option as the share price exceeds the exercise price. Assume Reliance has risen to Rs 150 per share. The investor gains Rs 25 per share (i.e. Rs 150, S1 – Rs 125, E). His gross profit would be Rs 2,50,000 (i.e. Rs 25 per share × 100 contracts × 100 share per contract). His net profit will be Rs 2,00,000 (Rs 2,50,000 – Rs 50,000 option premium paid). An investment of Rs 50,000 would yield him a profit ofRs 2,00,000.
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To illustrate further, suppose investor purchases the shares of Reliance with Rs 50,000 instead of buying call option. The total shares purchased (assuming Reliance share was selling at Rs 125 on the date of call option contract) would be 400 (i.e., Rs 50,000/Rs 125), yielding him profit of Rs 10,000 only (i.e. 400 shares × Rs 25 profit per share). To put it differently, the option position brings magnifying financial impact. This, in turn, is caused by large shares dealing possible under option. The respective figures of shares dealt in option and purchase are 10,000 and 400 (25 times larger in option).
In case the Reliance price ends up below the exercise price (say, at Rs 115), the loss to the call option investor would be Rs 50,000. In contrast, in the case of purchase, his loss would be restricted to Rs 4,000 only (i.e. Rs 10 per share × 400 shares). Therefore, the investor should also be conscious of comparatively larger losses under option contract.
Example 4: Put Option Payoffs
Assume an investor buys 3-month 200 put option contracts (each contract involving 100 shares) of Reliance with strike price of Rs 200 and put option premium of Rs 8 per share. On the date of maturity, Reliance is selling at Rs 180.
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Solution
The investor will obviously exercise his option of selling 20,000 shares (200 contracts × 100) at strike price of Rs 200 as the market price is lower at Rs 180.
His gross profit will be Rs 4 lakh (i.e. 20,000 shares × Rs 20 profit per share).
His net profits will be Rs 2.4 lakh (i.e. Rs 4 lakh – put option premium of Rs 1,60,000 on 20,000 shares @ Rs 8 per share).
Had he invested Rs 1.6 lakh in Reliance, his shares purchases would have been Rs 1,60,000/Rs 200 = 800.
Instead of earning profits, he would have, in fact, suffered a loss of Rs 16,000 (i.e. 800 shares × Rs 20 per share) in case of purchase of shares.
In case the market price of Reliance ends up with a price higher than strike price (say, Rs 210), the put option has zero value as the investor can sell his shares in open market at a higher price.
He would lose Rs 1.6 lakh put option premium. He would have gained Rs 8,000 by investing in shares (Rs 10 × 800 shares
owned). Thus, the risk-return trade-off in put option is of more severe nature than
in call option.
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Call Option Boundaries
Hitherto we have focussed on call option valuation on the date of its maturity. What will be its value before maturity? To explain the concept let us consider Example 3 where the option is to buy Reliance shares at Rs 125. In case the ruling price on the exercise date is less than Rs 125, the call option has zero value; if the share price turns out to be higher than Rs 125, the option would have worth equivalent to the price of the share (S1) minus the exercise price (E). This position was depicted in
Fig. 1.
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Even before maturity, the price of the call option can never remain below the heavy line in Fig. 6 (replicated from Fig. 1) as the value of option can never be negative and its worth will be positive at least equivalent to S0 – E when the price of the share (before maturity) is higher than the exercise price. Otherwise, it will create/cause arbitrage opportunity. Continuing with our Example 3, suppose Reliance share is selling at Rs 133 (with strike price of Rs 125 and call option premium of Rs 5). Clearly, there are profit opportunities; the arbitrageur/investor can buy the call for Rs 5 and immediately exercise it by buying shares at Rs 125; his total cost/investment is Rs 130 per share; by immediately selling it at Rs 133, he earns riskless profit of Rs 3 per share. What holds true for the hypothetical investor will also be applicable to other investors in the well-organised/efficient markets. As a result, there will be more demand for call option (at Rs 5) till such time there is an upward revision of the option price (in this case to Rs 8). Therefore, to prevent arbitrage, the value of the call today (C0) must be either greater than or equal to the difference of the share price today (S0) and the exercise price. In equation terms:
C0 ≥ S0 – E (7)
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From the above, it can be deduced that the call options which have still some time to run have their lower bound either zero or S0 – E, whichever is higher. This has been depicted by point A in Figure 6.
Y
Value of calloption
Price of share (in Rs)
Figure 6 : Upper and Lower Boundries of Call Option Value
XE
BC
A
Lower boundC0 ≥ S0 -E
Upper boundC0 ≤ S0
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The lower bound determines the intrinsic value of the call option. The intrinsic value of a call is the amount the option is in the money (ITM), that is, the excess of share price over exercise price; if it is out of the money (OTM), that is, the exercise price is higher than share price; its intrinsic value is zero. On the other hand, the time value of an option is the difference between the option premium and its intrinsic value. The longer the time to expiration, the greater is an option’s time value, other things being equal. At expiration, an option would have no time value.
The highest value of the call option (the upper bound) can never be more than the price of the share itself (shown as point B in Figure 6). This value can be reached only if the option has a very long time to expiration or is not likely to be exercised until far into the future. In these situations, the present value of the strike price to be paid in very distant future approaches zero. As a result, the value of the call option approaches the value of the share. Thus, lines A and B in Figure 6 represent the upper and lower boundaries.
However, in a realistic/practical situation, the call option price is likely to be in the shaded region (between lines A and B). The upper bound is more a theoretical possibility. This is so because if the share and the call option have the same price, every one will rush to sell the call option and buy the share. In fact, it is more likely to be an upward-sloping line (more close to the lower bound) shown by the dashed curve, C. In other words, curve C represents typical call option values at varied share prices, prior to maturity. The exact shape and position of the curve C depends on a number of factors. These factors have been explained in the following Section.
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Factors Influencing Option Valuation
1) Current share price
2) Exercise price
3) Risk-free rate
4) Time to expiration/maturity
5) Price volatility of share
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Example 5
Suppose an investor is interested in buying a call option to purchase Reliance share to be exercised exactly after one year with exercise price of Rs 130; the share’s current market price (S0) is Rs 125 and the risk-free rate available on T-bills (Rf) is 7 per cent.
Assume further that the share price of Reliance will be either Rs 140 or at Rs 160 after one year. Since the exercise price is Rs 130, the call option will either carry the value of Rs 10 (i.e. Rs 140 – Rs 130) or of Rs 30 (i.e. Rs 160 – Rs 130). In both the situations, the call option will be in the money to the investor.
Let us assume further that the investor wants to have the same value of investment/financial return (i) either from purchase of shares (ii) or from buying a call option. In case of the latter alternative, the investor is required to invest present value of the exercise price (Rs 130) in T-bills/risk-free securities to exercise call option at year-end 1. The requisite sum is provided by Equation 8.
E/(1 + Rf )t (8)
= Rs 130/(1 + 0.07) = Rs 130 × 0.935 (PV of rupee one at year-end 1 discounted at 7 per cent as per Table A – 1).
In both the situations the value of his investments (depending on the price of share at year-end1) will be the same as shown in Table 1.
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Since both the alternatives have the same financial returns, they must a priori have the same value today or it will cause arbitrage opportunity. Since the current price of the share is Rs 125, the value of the call option today (C0) is logically given by Equation 10.
S0 = C0 + E/(1 + Rf )t (9)
C0 = S0 – E/(1 + Rf )t (10)
= Rs 125 – (Rs 130/1.07) = Rs 125 – 121.55 = Rs 3.45
TABLE 1 Value of Investment at Year-end 1 (i) When Shares are Purchased and (ii) When Call Options are Purchased in Conjunction with Treasury Bills.
Particulars Amount (year-end 1)
(a) When call value is Rs 10: (i) Compounded value of Rs 121.55 invested at 7 per cent risk- free rate [Rs 121.55 (1 + 0.07)] (ii) Plus call value (iii) Equal to market price of share(b) When call value is Rs 30: (i) Compounded value of Rs 121.55 (ii) Plus call value (iii) Equal to market price of share
Rs 130 10140
130 30
160
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The value of call option has to be Rs 3.45 as shown in verification Table 2. The investment outlay under both the alternatives is the same.
TABLE 2 Value of Call Option
Particulars Amount
(A) Investment in shares Rs 125
(B) Investment in risk-free securities and call option
Risk-free securities/T-bills Rs 121.55
Plus: Call option premium 3.45 125
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Current Share Price
The current share price prevailing in the market has a positive impact on the call value. In other words, the higher is the current market price (S0), the higher is the value of the call option. Other things being equal, assume in Example 5, the value of S0 is Rs 127 (instead of Rs 125), the value of call option, C0 increases by Rs 2 [from Rs 3.45 to Rs 5.45 (i.e. Rs 127 – Rs 121.55)].
Exercise Price
The exercise price on the date of expiration has a negative influence on the value of a call option, that is, the value of C0 is negatively related to E; the higher the value of E, the lower is the value of C0 and vice-versa. Assuming other factors constant and the value of E increases to Rs 132, the value of C0 decreases to Rs 1.68 (i.e. Rs 125 – Rs 123.42, PV of Rs 132 × 0.935).
Risk-Free Rate
Risk-free rate (interest rate) has a positive relationship with the value of call option. The higher is the interest rate the higher is the C0. This is so because the final payment for the purchase of shares is delayed till the time the option is exercised at some future date. The higher is the Rf, the lower is the PV of exercise price; since this price is to be subtracted from S0 as per Equation 10, the value of call option increases.
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Time to Expiration/Maturity
It is very evident from the right part of Equation 10, [E/(1 + r)t] that the higher is the value of t, the lower will be the present value of exercise price (to be paid in future year, t). Since this amount is to be subtracted from S0, to determine C0, it obviously implies the higher value of call option, assuming other things remain constant. In Example 5, let us assume time to expiration of 2 years instead of one year. The value of call option enhances to Rs 11.51 (i.e. Rs 125 – Rs 113.49, PV of Rs 130 × 0.873, PV factor for two years at 7 per cent rate of discount).
Example 6
For the facts in Example 5 assume that (i) the exercise price is Rs 145 instead of Rs 130 and (ii) current market price of the share is Rs 135 and not Rs 125. Determine the value of call option.
In case, the share price of year-end 1 ends up at Rs 140, the value of call option will be zero as S1 < E (Rs 140 < Rs 145). If the share price ends up at Rs 160, the value of call option will be (Rs 160 – Rs 145) = Rs 15.
The basic approach of determining the value of the call option remains the same, that is, the payoffs to the investor should be identical whether he purchases shares or he goes for a combination of buying risk-free asset and call option.
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To make the two alternatives comparable, (i) the investor will be required to invest the present value of the lower price of the share in a riskless asset and (ii) purchase the number of call options, determined by Equation 11.
ΔS/ΔC (11)
Where ΔS = Difference in possible share prices
ΔC = Difference in call option values.
Accordingly,
(i) The investor will be required to invest Rs 130.90 (i.e. Rs 140 × 0.935, PV factor at 7 per cent for one year).
(ii) The number of call options purchased is 4/3, that is, [(Rs 160 – Rs 140) / (Rs 15 – zero)]
Thus, either buying 4/3 call options and investing Rs 130.90 in a riskless security or making investment in shares fetch the identical financial returns to the investor (Table 3)
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TABLE 3 Value of Investment at Year-end 1 (i) When Shares are Purchased and (ii) when Call Options are Purchased in Conjunction with Treasury Bills.
Particulars Amount (year-end 1)
(A) When call value is zero
(i) Compounded sum of Rs 130.90 (1 + 0.07 ) Rs 140
(ii) Plus call value 0
(iii) Equal to market price of share 140
(B) When call value is Rs 15
(i) Compounded sum of Rs 130.90 140
(ii) Plus call value (Rs 15 × 4/3) 20
(iii) Equal to market price of share 160
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TABLE 4 Value of Call Option
(A) Investment in shares Rs 135
(B) Investment in risk free security and call option:
Purchase of Treasury Bills Rs 130.90
Add: Call option premium (Rs 3.075 × 4/3) 4.10 135
Thus, with the same investment outlay/cost (of Rs 135) both the alternatives yield the same value to the investor.
Since both the alternatives have exactly the same value in the future, they should have the same value today; otherwise, difference in value gives rise to arbitrage. The value of call option (C0) should be:
S0 = 4/3 C0 + (Rs 140/1 + Rf)
Rs 135 = 4/3 C0 + Rs 130.90
4/3 C0 = Rs 135 – Rs 130.90 = Rs 4.10
C0 = (Rs 4.10 × 3)/4 = Rs 3.075
Each call option is worth Rs 3.075. Table 4 contains its verification.
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Price Volatility of Shares
To make things more explicit, the value of C0 is determined with reference to new set of possible market prices of the underlying share for the facts contained in Example 6. The steps involved are as follows:
1) The investor is required to invest in risk free security/treasury bills equivalent to the present value of the lower share price (Rs 130 in this case); the amount of investment is Rs 121.55 (discount rate is 7 per cent). In addition, he is to buy 1.6 call options (explained in step ii). In case, the share price ends up at Rs 130, the call option has no value as the exercise price is Rs 145.
2) In case the share price turns out to be Rs 170, the call option has worth of (Rs 170 – Rs 145) Rs 25. The investor would get Rs 130 from his investments in risk-free asset. He would fall short of Rs 40 to make his portfolio worth of Rs 170 (equal to the share price). Since, one call is worth of Rs 25, the required number of calls to be purchases is (Rs 40/Rs 25) 1.6.
3) Alternatively, the number of call options to be purchased to make it equal to the price of a share can be determined by Equation 11.[(Rs 170 – 130) = Rs 40] / [(Rs 25 – 0) = Rs 25] = 1.6
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Since the variance of the financial return associated with the security
has increased (in view of greater span of plausible price range, now of Rs 130 and Rs 170 vis-à-vis Rs 140 and 160 earlier) the call value has risen to Rs 8.4 as shown below.
Rs 135 = 1.6 C + Rs 130/(1 + 0.07)
1.6 C = Rs 135 – Rs 121.55 = Rs 13.45
C0 = Rs 13.45/1.6 = Rs 8.406
With increased volatility in share prices as reflected in the higher value
of variance, the value of C0 has more than doubled from Rs 3.075 to Rs
8.406.
Assigning Probabilities
Hitherto volatility in share prices has been explained without assigning any
probability. The induction of an element of probability would provide more insight into the matter. Consider Example 7
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Example 7 An investor is considering call option on the two shares, X and Y. Details are as follows:
Particulars Probability Share price Expected share price
Share X: 0.10 Rs 90 Rs 9
0.25 108 27
0.30 120 36
0.25 132 33
0.10 150 15
120
Share Y: 0.10 60 6
0.25 90 22.5
0.30 120 36
0.25 150 37.5
0.10 180 18.0
120.0
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The expected value of share price at the end of the period is the same for both shares, X and Y: Rs 120. There is a much larger dispersion of possible outcomes for share Y (the range being Rs 60 – Rs 180) vis-à-vis share X (the range of price variation is Rs 90 – Rs 150).
Suppose the exercise prices of both the shares at year-end 1 is Rs 115. Will these shares (having the same expected value of Rs 120 and the exercise price of Rs 115) have the same call value? Since the price volatility is comparatively more in share Y, its call option value is higher at Rs 16.75 than that of share X of Rs 9.25 (Table 5).
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TABLE 5 Determination of Call Option Value
Particulars Expected share price
Exercise price
Call value Probability Expected call value
Share X: Rs 90 Rs 115 Rs 0 0.10 Rs 0
108 115 0 0.25 0
120 115 5 0.30 1.50
132 115 17 0.25 4.25
150 115 35 0.10 3.50
9.25
Share Y: 60 115 0 0.10 0
90 115 0 0.25 0
120 115 5 0.30 1.50
150 115 35 0.25 8.75
180 115 65 0.10 6.50
16.75
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To conclude, the greater is the dispersion of the possible outcomes for share prices, the greater is the call option value. Thus, there are five factors which have a bearing on the value of call option*. Their impact on the value of call option in terms of their positive or negative relationship is shown in Exhibit 1.
EXHIBIT 1 Factors Affecting Call Value
Factor Impact
Current share price Positive (+)
Exercise price Negative (–)
Risk-free rate of return/Interest-rate Positive (+)
Time to expiration on the option Positive (+)
Variance/Price-volatility of share Positive (+)
Finally, the stock index options (say NIFTY Index) are valued in the same way as options related to ordinary/equity shares. The market lot size of stock index options for trading purposes in India is 200.
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The Black-Scholes Option Pricing Model
The Black-Scholes option pricing model provides a precise formula to determine the value of call as well as put options. Given certain assumption, the BS formula requires input of five variables, namely, spot price of the share, exercise price, short-term risk-free interest rate (continuously compounded), time remaining for expiration and standard deviation. Out of these five variables, the first four are known to the market participants. The fifth variable related to standard deviation can be determined by referring to weekly observations of the share prices in the immediate preceding year. Given the availability of computer package or specifically programmed calculators, the application of BS formula, in practice, is straight forward and widely used by dealers for valuing options on the options exchange.
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Example 8
Suppose an investor can purchase one-year call option of Reliance with an exercise price of Rs 150; its current market price is also Rs 150. The interest rate is 10 per cent. It is assumed that in a year’s time only two things are possible. Its price may fall by 10 per cent to Rs 135 or increase by 20 per cent to Rs 180. In case Reliance share price decreases to Rs 135, the call option will be worthless and have zero value. However, if the price increases, the call option will be worth (Rs 180 – Rs 150) Rs 30. The possible payoffs from the call option are either zero or Rs 30. The payoffs from the levered investment in shares must be identical to that of call option so that both the investments have the same value.
To ascertain the number (or a fraction) of shares to be purchased, the amount to be borrowed and other aspects, the following steps are suggested.
(i) The inverse of the ratio ΔS ÷ ΔC given by Equation 11Equation 11 referred to as hedge ratio or option delta is useful here. Symbolically,
Option delta = (Spread of possible option prices, ΔC) / (Spread of possible share prices, ΔS) (12)= (Rs 30 – 0)/(Rs 180 – Rs 135) = Rs 30/Rs 45 = 2/3
(ii) The option delta of 2/3 implies that the investor will buy 2/3 of Reliance share and borrow Rs 81.82. (explained in step iii).
(iii) Investor will borrow Rs 81.82 at 10 per cent; the modus-operandi of determining Rs 82.82 is explained in Table 6.
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(iv) Since both alternatives yield identical payoffs, both investments today must have the same value to avoid arbitrage (explained earlier).
C0 = Value of 2/3 of a share – Borrowings
= Rs 100 – Rs 81.82 = Rs 18.18.
The call option should sell at Rs 18.18. The net cost of buying the option equivalent (Price of 2/3rd share, Rs 100 – Borrowings, Rs 81.82) is equal to the value of call option.
TABLE 6 Payoffs With Purchase of 2/3 Share With Borrowings
Particulars Possible share price at year-end 1
Rs 135 Rs 180
2/3 market price of a share 90 120
Less: Payoffs (as under call option) 0 30
Repayment of loan along with interest 90 90
Borrowings at t = 0 [Rs 90/(1 + 0.1)] = Rs 81.82
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Assumptions
1) It considers only those options which can be exercised at their maturity, that is, European options.
2) The market is efficient and there are no transaction costs and taxes. Options and shares are infinitely divisible. Information is available to all investors with no costs.
3) The risk-free rate or interest rate are known and constant during the period of option contract. Investors can borrow as well as lend at this rate.
4) No dividend is paid on the shares.
5) Share prices behave in a manner consistent with a random walk in continuous time.
6) The probability distribution of financial returns on the share is normal.
7) The variance/standard deviation of the return is constant during the life of the option contract and is known to market participants/investors.
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Given these assumptions, the Black-Scholes formulas for the prices of European calls and puts on a non-dividend paying stock are:
( )
( )
tσ
t2σ2
1rS/E In
or
tσ1
d2
d
tσ
t/22σrS/E In1
d where,
(14) )1
(–d SN – )2
(–d NrteE P
(13))2
N (drteE – )
1 (d
NS C
−+
−=
++
−=
−=
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The Black-Scholes equation is done in continuous time. This requires continuous compounding. The r is short-term annual interest rate compounded annually.
N (d) is the cumulative normal distribution. N (d1) is called the delta of the option, which is a measure of change in option price with respect to change in the price of the underlying asset.
σ, a measure of volatility, is the annualised standard deviation of continuously compounded returns on the underlying stock. When daily sigma are given, they need to be converted into annulaised sigma.
.
On an average, there are 250 trading days in a year. E is the exercise price, S the spot price and t the time to
expiration measured in years. e is 2.71828, the base of natural logarithms and ln is natural
logarithm.
yearper days trading of Number sigma Sigma dailyannual ×=
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Application of BS Model
The solution of BS formula requires five variables. Out of these 5 variables, the four variables, namely, E, R, T and S are easily observable/known to market participants. The only unknown variable is the standard deviation of the share price; its value can be determined by referring to weekly observations of the share prices in the immediate preceding year; this value of standard deviation can, then, be used as a surrogate in the BS formula. The application of BS formula is illustrated in Example 9.
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Example 9
From the following information available to a market participant, determine the value of an European call option as per the BS formula.
Spot price of the share = Rs 1,120
Exercise price of the call option = Rs 1,100
Short-term risk-free interest rate (continuously compounded) = 10 per cent per annum
Time remaining for expiration = 1 month
Volatility of the share/standard deviation = 0.2
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Solution
( ) ( )
( )( )
( )( )
1089.1 7]- ATable per As11100[0.990
0.01-1100e
0.008-1100e rt-eE
0.4631 0.056568- 0.5197 (0.28284) 0.2- 0.5197
0.080.2 -0.5197 2
d0.0565680.282840.2
0.080.126)- ATable per (as *0.0198031
d
0.282840.20.080.020.16)- ATable per (as (1.02) In
0.080.2
0.08/220.20.100)(1,120/1,1 In
tσ
t/22σrS/E In
1d
)2
N(drteE)
1SN(dC
=
=
===
==×
+=
×++=
++=
++
−−=
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C = 1120 N(0.5197) – 1089.1 N(0.4631)= Values of N (0.5917) and N (0.4631) have been determined with reference to cumulative standardised normal probability distribution Table A-8= 1120 [N(0.51) + 0.97 (N(0.52) – N(0.51))]= 1089.1 [N(0.46) + 0.31 (N(0.47) – N(0.46))]= 1120 [0.6950 + 0.97 (0.6985 – 0.6950)] – 1089.1 [0.6772 + 0.31 (0.6808 – 0.6772)]= 1120 [0.6950 + 0.003395] – 1089.1 [0.6772 + 0.001116]= 1120 [0.698395] – 1089.1 [0.678316]= 782.20 – 738.75 = 43.45
Thus, the value of the call option is Rs 43.45.
From Example 9, it is evident that the application of the BS formula is straight forward, given the availability of statistical tables, computer package or specifically programmed calculators to determine the required inputs. The model has immense theoretical and practical significance to identify the over-valued and under-valued options in the market.
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SOLVED PROBLEM 1
An investor has purchased a 4-month call option on the equity share of Birla company for Rs 5. It has a present market price per share of Rs 112, exercise price of Rs 120. At the end of 4 months, the investor expects the price of share to be in the following range of Rs 90 to 170 with varying probabilities.
Expected price Rs 100 Rs 110 Rs 125 Rs 150 Rs 170
Probability 0.10 0.25 0.30 0.25 0.10
From the above, you are required to answer the following:
1. What is the expected value of share price 4-months hence? What is the value of call option at its expiration (C1) if the expected value of share price
prevails at the end of 4 months?
2. Determine the expected value of option price at maturity, assuming that the call option is held to this time. Why does it differ from the option value determined in part (i) ?
3. What is the theoretical value of the option, at the beginning of 4-month period? Give comments on the market value of the call option in relation to its theoretical value.
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Solution
(i) Expected value of share at the end of 4 months
Expected price Probability Expected value of share price
Rs 100 0.10 Rs 10.00
110 0.25 27.50
125 0.30 37.50
150 0.25 37.50
170 0.10 17.00
Expected value of share price 129.50
C1 = S1 – E
Rs 129.50 – Rs 120 = Rs 9.5
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(ii) Expected value of call option
Expected price
Exercise price Call value Probability Expected call value
Rs 100 Rs 120 0 0.10 0
110 120 0 0.25 0
125 120 5 0.30 1.50
150 120 30 0.25 7.50
170 120 50 0.10 5.00
Expected call option value 14.00
Reason for difference: At share prices of less than Rs 120, the call option has zero value (as the call option cannot have a negative value). This has enhanced the expected call option value (i.e. Rs 14.00) vis-à-vis Rs 9.5 in part (i). In part (i), calculation is based on negative call option values also as all the share prices have been considered (from Rs 100 to 170).
(iii) Theoretical value of call option = Max. (S0 – E, 0) = (Rs 112 – Rs 120, 0) = 0. However, the call option has a positive value of Rs 5. The reason is probability distribution of possible share prices (higher than exercise price) is relatively wide. This optimism of the market price of the share explains the positive call option price.
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SOLVED PROBLEM 2
A stock is currently trading for Rs 28. The riskless interest rate is 6 per cent per annum continuously compounded. Estimate the value of European call option with a strike price of Rs 30 and a time of expiration of 3 months. The standard deviation of the stock’s annual return is 0.44. Apply BS model.
Solution
Spot price of the share (S) Rs 28
Exercise price of the call option (E) 30
Risk-free interest rate (r ) 0.06
Time remaining for expiration (t ) = 3 months = 3/12 (year) 0.25
Volatility of the stock (σ) 0.44
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7) A Table per as 0.9802 (e e 30
e 30 e 30 e E and
0.3559- d
0.25 (0.44) - 0.1359- tσ- d d
0.13590.22
0.03920.0691- d
0.0691 - (0.9333) ln
2.2335 2.3026 -
2.3026 0.9700) 1 (
2.3026 .9700)1(
2.3026 (0.9333) Log (0.9333) ln
0.02 -0.02-
0.015 -)0.25 (0.06rt-
2
12
1
10
====
==
===
−+=
=+=
×+=
×=
×=
×
( )
( ) ( )( )
( ) ( )( )0.50.44
0.250.09680.060.9333 In d
0.250.44
0.25/20.440.0628/30 In d
get weabove given ninformatio the from values ngSubstitutitσ
t/2σr S/E In d
). (E price exercise the of value present and d ,d viz., values, three of ncalculatio requiresy essentiall option call of nComputatio
)(d N E - )(d N S C model. pricing option scholes-Black usingby obtained be can option call European of value The
1
2
1
2
1
rt-
e21
2
-rt
e1
++=
++=
++=
=
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The equation of call option looks like C = 28 N (– 0.1359) – 29.406 N (– 0.3559)
The next step is to look up the values of a cumulative standardised normal probability distribution at (– 0.1359) and (– 0.3559)
N (–0.1359) = N (–0.13) – 0.59 [N (–0.13) – N (–0.14)]
= 0.4483 – 0.59 [0.4483 – 0.4443]
= 0.4483 – 0.00236 = 0.4459
N (–0.3559) = N (–0.35) – 0.59 [N (–0.35) – N (–0.36)]
= 0.3632 – 0.59 [0.3632 – 0.3594]
= 0.3632 – 0.00224 = 0.3610
C = 28 (0.4459) – 29.406 (0.3610)
= 12.4852 – 10.6156 = Rs 1.87
Thus, the value of European call option is Rs 1.87.