Entradas contábeis para o exercício sem dinheiro de opções de ações
Dois grandes anúncios hoje!
Em primeiro lugar, acabamos de lançar uma demo gratuita na web para o Yeah Jam Fury: UME on Newgrounds! Agora você não tem desculpa para não dar uma chance ao nosso maluco jogo de plataforma de quebra-cabeça. Você pode jogar aqui:
Em seguida, você quer ganhar um cartão Amazon eGift de US $ 100 e mais? Bem, você está com sorte! Hoje nós estamos anunciando o início de uma competição de 1 mês de duração para o Yeah Builder! (E qualquer um pode participar gratuitamente graças à demonstração!)
Nós o apelidamos: o Concurso Construtor de Fúria da Construtora Stage da Sra. Carrot!
A partir de agora até 16 de março de 2018, aceitaremos seus estágios personalizados exportados do criador de palco totalmente desbloqueado temporariamente disponível nas versões demo comerciais do jogo. Esta é a oportunidade perfeita para exercitar suas habilidades de design de jogos e provar que você é o melhor arquiteto de palco para o Yeah Jam Fury no mundo!
Vamos julgar por 3 categorias, com um vencedor para cada uma:
LIGA Artística / YEAH (Quão legal de uma foto você fez) LIGA ATLÉTICA / JAM (Quão agitado é) Quebra-cabeça / LIGA DA FÚRIA (Quão difícil é)
Os vencedores de cada categoria receberão todos os itens a seguir:
$ 100 Amazon eGift Card Uma chave de download do Steam para Yeah Jam Fury: U, eu, todo mundo! Downloads digitais dos álbuns YJF 2012 e YJFUME Um pôster de alta resolução de uma manga real! (ou imagem digital equivalente de uma manga para residentes fora dos EUA)

Estatuto de Limitações: Condado de Dade & # 8212; Deutsche Loses Foreclosure & # 8212; Citado por 7 anos de atraso.
Para mais informações, ligue para 954 * 495 * 9867 ou 520-405-1688.
Por muitos anos, os juízes atrasaram as execuções hipotecárias contra os tomadores de empréstimos, geralmente comentando sobre terem vivido de graça sem fazer pagamentos. Esses juízes ignoraram o fato de que o atraso foi causado pelo Autor que iniciou a execução, que por suas próprias razões atrasou, ofuscou e continuamente atrasou o andamento do processo que deveriam processar, uma vez que entraram com a ação. Nesse caso, Deutsch perdeu com base em um estatuto de limitações que havia sido executado e baseado no fato de que Deutsch era o motivo dos atrasos.
O fato é que, na maioria dos casos, os proprietários de imóveis pediam urgentemente modificações nas quais pagariam por termos baseados em realidades econômicas e jurídicas. Esses proprietários, geralmente pagando honorários advocatícios durante o período de atrasos, não estavam recebendo nenhum 'free ride'. # 8221; Eles estavam prestes a perder o pagamento, o custo das melhorias e os custos das auditorias forenses e honorários advocatícios. Mas o item a ser observado, como já discutimos antes, é que, quando os adversários são um banco ou agente de custódia do lado demandante e a associação de condomínio ou proprietários de imóveis, por outro, é mais provável que as decisões corram contra o banco.
Portanto, cabe aos advogados das associações, bem como aos proprietários, agir em conjunto, quando existe a possibilidade de derrotar as reivindicações de um partido como Deutsch, que parece não ter propriedade e não tem autoridade para cobrar ou executar.
O caso mostra as “conseqüências negativas que os credores podem enfrentar se forem longe demais com suas táticas de atraso nos casos de execução hipotecária”, & # 8221; Os advogados da associação de condomínios Nicholas e Steven Siegfried disseram em um comunicado.
A American Mortgage Servicing Inc. entrou com uma ação judicial em janeiro de 2007, exigindo pagamentos acelerados de US $ 1,44 milhão.
Ironicamente, foi esse movimento por pagamentos antecipados que desvendariam o caso do credor e custaria ao banco a propriedade de um milhão de dólares, porque a associação do condomínio argumentou com sucesso que a demanda começou um relógio de cinco anos para resolver a execução hipotecária.
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A linha inferior é que estes encerramentos de fraude são todos processos judiciais manufaturados falsos. É por isso que nada que eles estão fazendo é legal. Estes "investidores" # 8221; são criminosos de alto nível que são espiões de uma entidade estrangeira. Esses casos de fraude são eventos fabricados por nossos inimigos, sendo executados por agências internacionais de espionagem e seus agentes. Estes procedimentos estão sendo conduzidos como um grande & # 8220; colocar em & # 8221; pelas Agências Globais de Inteligência Estrangeira que já trocaram o & # 8221; nossos títulos de propriedade entre o seu próprio anel de espionagem Global. Fraudclosure é realmente uma tentativa de.
roubar nossas cidadanias dos EUA. Os traidores de dentro nos trocaram de dentro de suas próprias agências de inteligência estrangeiras para fraudulentamente.
esconder eles trocaram & # 8221; nossa riqueza privada, escondendo nosso patrimônio privado eles "despojado" # 8221; de dentro do próprio setor privado, & # 8221; divisões secretas dos bancos.
e bancário. Tudo isso foi cometido a partir de jurisdições federais, estaduais, municipais e locais por muitos estrangeiros.
agências vis a vis seus agentes escondendo de dentro.
Esses grandes vigaristas estão tentando fazer isso.
nós acreditamos que não possuímos.
O & # 8220; investidores & # 8221; em suas próprias fraudes, querem que suas vítimas cumpram todos os seus planos maléficos para eles, ou farão tudo e qualquer coisa que puderem para forçar o cumprimento.
Eles vão fabricar muitos cenários do mal para tentar forçá-lo a fugir de sua casa e família.
Eles usarão a possessão demoníaca de seus próprios amigos e familiares para tentar fazer com que você se volte contra eles.
Eles vão encontrar maneiras de aprisioná-lo, eles vão drogá-lo para interná-lo e aterrorizá-lo psicologicamente. Eles vão fabricar maneiras de forçar o tratamento médico para drogá-lo em conformidade. Essas são as entidades mais malignas imagináveis que amaldiçoam o chão em que você anda e lamentam o dia em que você nasceu, especialmente se você nasceu em solo americano. Eles te odeiam porque você é muito bom, & # 8221; portanto, você deve ser de Deus, o Criador.
Eles realmente te odeiam porque você é muito moral.
Eles querem te derrubar, te levar para o caminho da perdição.
Esse é o significado real da "conformidade forçada" # 8221; com todos os crimes da Global Securities Fraud.
Esquemas de Ponzi são o tipo mais imoral de esquemas porque as vítimas nem sabem quem, o quê, por que, onde, quando ou como estão sendo enganadas. É por isso que suas vítimas são estrategicamente e metodicamente - quebradas & # 8221; ao longo do tempo. Eles estão comprometidos e determinados a pagar seus eus criminosos nazistas sádicos no topo da sua base satânica global, luciferiana.
Esses traidores pretendem totalmente jogar a todos, inclusive a si mesmos sob as engrenagens de seu ônibus socialista global re-socialista.
Nada é como parece que é certo.
Eles querem que os vivos invejam os mortos.
Se você conseguir, & # 8221; eles querem que você seja drogado, trancado ou ambos, para ocultar fraudulentamente o roubo de sua propriedade e posses.
Eles querem roubar tudo de você por trás da cortina de ferro sub plantada e embutida diretamente no solo dos EUA.
Estes "investidores", & # 8221; são como uma doença de Lyme carregando um carrapato que você não deveria saber embutido em sua vida.
Então ele se torna como uma sanguessuga sanguessuga que está fora por toda gota.
Esses demônios são vampiros de energia que se esforçam para drenar suas vítimas de toda a sua energia positiva e bom carma.
Eles são infelizes que odeiam ver suas vítimas-alvo felizes.
Eles vivem com o nitpick como se fossem os morais.
Que eles certamente não são, no entanto, ninguém deve saber que os pecadores não são santos.
É por isso que os pecadores fazem os santos pecadores, fazendo-se parecer santos.
Eles adoram jogar ovos em suas vítimas, mas são eles que têm o ovo por todo o rosto.
Eles vão apedrejar você quando estiver dirigindo em seu carro.
Eles vão se gabar da diversão que tiveram no bar local.
Eles tentarão deixar você com ciúmes ou inveja deles ou de outras pessoas, porque eles são invejosos e invejosos.
O Controle da Mente é usado para roubar o livre-arbítrio de suas vítimas ao longo do tempo, tentando invadir a psique de suas vítimas.
Uma guerra espiritual é o tipo mais grave de guerra porque é principalmente uma guerra psicológica. É por isso que seus agentes não conseguem esconder quão verdadeiramente desordenados eles realmente são.
Você encontra sua equipe em sua vida diária, mas eles se revelam lenta e metodicamente.
Um dia todos sairão do armário e quererão trancá-lo lá.
Por favor, preste muita atenção aos acontecimentos ao seu redor. Esse é o melhor conselho que posso dar, porque esses demônios governam por engano.
Estes investidores de demônio de fechamento de fraude, & # 8221; estes "Globalistas" # 8221; são camaleões em roupas de ovelha que são "conjurados" & # 8221; demônios malignos de.
Eles são verdadeiramente entidades demoníacas que são profundas, escuras, "o espaço profundo 9, & # 8221; espíritos malignos. Eles são lordes negros que são luciferianos satanistas de nível extremamente elevado que possuem muitos lacaios e coortes malignos em todos os níveis e pontos do espectro.
Eles invocaram os espíritos demoníacos mais malignos e as entidades obscuras imagináveis para ajudá-los em sua busca por nossos títulos para nossa humanidade.
Eles pretendem totalmente roubar a dignidade humana de cada cidadão nativo americano que deposita sua plena fé e confiança em um único Deus, o Criador de tudo o que é o Criador de todo o universo.
Este mal é verdadeiramente demoníaco. É uma energia maligna e escura que está vindo de outra dimensão fora do universo natural de cavernas profundas e escuras, dentro de buracos negros profundos e escuros dentro do lado escuro do reino espiritual.
Eles operam em um plano sociológico, fisiológico e psicológico diferente, que é um platô de dentro das profundezas da escuridão.
Eles realmente querem que você acredite em tudo que eles dizem é verdade, mas nenhum deles.
Isso é porque eles são todos investidores em sua própria criminalidade, fraude, pecado e avareza. Nós nunca deveríamos descobrir a verdade é que os criadores de fraude são os mesmos investidores de fraude. É por isso que sua raquete de proteção é usada para controlar sua própria fraude de ser derrubada. É uma Global, Global Securities.
Fraude de falsificação de fraude.
O Globalist & # 8220; investidores & # 8221; estão extorquindo o nosso Nascimento nos EUA.
Fraudclosure é destinado a manter suas vítimas na & # 8220; escuro da noite & # 8221; e mentiras vivas.
Suas vítimas nunca pretendem descobrir as RPII cujas intenções são lenta e metodicamente, privar suas vítimas do último resquício de dignidade.
Isso pode não acontecer há anos, no entanto, essa é a intenção total do fechamento de fraudes. O que essas entidades demoníacas estão fazendo é tentar transformar o dia em noite lentamente, com o tempo.
Eles querem "relaxar" & # 8221; o código moral do seu alvo.
Se você é considerado "não cooperante" # 8221; com esses malucos de controle, esses demônios usarão toda forma de engano imaginável para tentar forçar a conformidade com todos os seus planos maléficos para seu alvo.
Eles tomaram uma decisão sobre e para.
sua vítima décadas antes de sua crise de fabricação chegar. Eles consideram suas vítimas incapazes de lidar com seus próprios títulos para seu próprio valor. Eles chamam de "usando up & # 8221; suas vítimas. No entanto, a única coisa que eles usaram, & # 8221; eram suas próprias almas e dignidade humana.
Desejam culpar o sacrifício de sua própria dignidade e humanidade por suas vítimas. Eles supõem que, se forem para o inferno por toda a eternidade, vão tentar fabricar uma forma extremamente enganosa.
maneira de trazer suas vítimas com eles.
Eles usam mensagens subliminares e todo tipo de abominações do mal para forçar o cumprimento.
Aqueles que estão pagando as contas & # 8221; no tempo, estamos em um despertar rude, porque ninguém está em conformidade com este mal e ninguém nunca pode ser.
Este malvado terceiro, queixoso & # 8221; Pretende acabar com a riqueza e a dignidade de todos os cidadãos americanos nascidos.
Eles não querem que ninguém tenha direitos legais para nada e muito menos um julgamento justo. Isso é porque esses "investidores" # 8221; em sua própria Global Securities Fraud despojou We The People de todos os seus patrimônios. Isso foi feito para roubar todas as nossas liberdades.
Até os gazillionaires serão eliminados. Os "investidores", & # 8221; Quer uma sociedade sem dinheiro sem uma trilha de papel escrita de sua onda de crimes. Os "globalistas", & # 8221; não quer documentação do seu.
crimes contra os cidadãos americanos.
Isso é o que foi demonstrado por este culto freemasônico Global & # 8221; em 9/11.
Aqueles pequenos pedaços de papel e todos os.
detritos flutuando no ar eram uma mensagem sendo transmitida a "investidores" em sua própria fraude da pirâmide Global de Fraude de Valores Mobiliários obliterou We The People. Todos nós fomos considerados mortos para eles naquele dia horrível, porque eles são por lei, um terceiro estrangeiro desconhecido que está legalmente morto, uma ficção legal e, portanto, uma nulidade legal.
Eles são sem sentido, ou seja, são.
moralmente, fisicamente, mentalmente, espiritualmente e emocionalmente morto.
Para aqueles que já foram abertamente fraudados ou que fizeram uma venda a descoberto, & # 8221; ou foram "bastante sortudos" # 8221; para obter um mod de empréstimo & # 8220; & # 8221; desses bandidos, o pior ainda está por vir.
Isso porque o inimigo está se escondendo de dentro de nossa própria casa, posando como um americano.
Esses traidores não têm lealdade a ninguém ou a nada. É tudo sobre o roubo de todas as nossas liberdades, empregando o uso de tantos enganos que é inimaginável para qualquer pessoa.
É assim que essas entidades são desesperadas para mandar todo mundo para o inferno com elas para sempre.
Uma sociedade sem dinheiro promoverá ainda mais sua agenda maléfica, fazendo com que todo o dinheiro morra de fome e desesperado.
O armamento não será páreo nesta guerra, pois é, antes de tudo, uma guerra espiritual que está sendo travada de outra dimensão.
Aliens são entidades demoníacas. Além disso, Deus, o Criador, não é um alienígena, como muitos teóricos dos astronautas & # 8221; supor.
O Criador é um ser espiritual positivo que é uma força extremamente poderosa para o bem.
Essas entidades alienígenas são.
Eles professam ser imortais porque prosperam do imoral.
Fraudclosure corresponde com O Dedo de Deus e Pneumatologia em Lucas-Atos. 4.6.1. Narrativa da Transfiguração (Lc 9.28.36)
Primeiro, dentro da narrativa da transfiguração (Lc 9.28.36), podemos apoiar ainda mais os exogis do “dedo de deus”. em L. K. 11,20 pintando para a importância de Deus o pai dentro deste periscópio. Nesta seção, Jesus é o servo de Deus, bem como o Filho do Pai e o profeta como Moisés (Lucas 9.35). Já defendemos Jesus como o profeta como Moisés e o servo sofredor dentro do periscópio de Beezlebub (4.4.7.1). Mas Jesus também é o Filho do Pai em Lucas 9.35. Isso também pode receber apoio adicional da sugestão de que a narrativa da Transfiguração lembra a inclinação de Issac & # 8221; em Gênesis 22 de dentro do Targums (Liefeld 1974: 177). Mas dentro de Lucas 9.34-35, o & # 8220; nuvem & # 8221; motivo e a & # 8220; voz & # 8221; Recorde a tradição do Êxodo do Antigo Testamento. Também como Liefeld (1974; 170-71), Na tradição judaica há uma associação entre a Shekinah e a (& # 8216; filha da voz & # 8217;). Este último torna-se um substituto para a Shekinah e a inspiração direta de Deus em Profecia. 4.6.11. Êxodo 24.17-18 (LLX) com isto nós podemos concordar com o campo de Mentira por apenas registros de Lucas que os discípulos temeram quando eles entraram na nuvem, recordando Êxodo 31.18 LXX.
(Gray 197: 63), então a nuvem e a voz também estão ligadas à intervenção direta do "dedo de Deus". # 8221; Isso argumentaria para a mesma conexão entre Lucas 9.34-35 e Lucas 11.20, que só pode se referir a Deus o próprio Pai.
Isso também é suportado pelo fato de a nuvem ofuscar & # 8221; os discípulos em Lucas 9.34 estão mais especificamente ligados ao "poder do mais alto" # 8221; em Lucas 135 que ofusca Maria. Em Lucas 6.35-36 o título & # 8220; mais alto & # 8221; está ligado ao pai.
Feliz Ano Novo para Neil e todos!
Esses tribunais fraudulentos estão sendo usados para cometer os crimes mais hediondos da história dos EUA, exceto nenhum.
A razão disso é que a Cobertura Fraudulenta da Fraude da Origem está sendo cometida para bloquear a descoberta de quem, o quê, por que, onde, quando, & amp; como em relação ao subjacente.
Pelos contratos de penhor subjacentes, & # 8221; Refiro-me à quantidade inumerável de "verbas parciais", & # 8221; que não são assinados, não registrados e não garantidos & quot; reclamações em delito. & # 8221; Esses certificados não verificados e não certificados, & # 8221; são Fraudes Internacionais de Valores Mobiliários. Esses títulos de bandeira vermelha & # 8221; estão sendo usados como um segredo oculto, não documentado, arma para fraudar erroneamente e criminosamente o Nascimento dos EUA.
Certificados de We The People desses Estados Unidos, trocando títulos de propriedade ilegítima por todos os EUA.
A fraude de originação está mascarando o tráfico internacional de drogas que os contribuintes dos EUA estavam sem saber e involuntariamente financiando para os Banksters internacionais sob o.
disfarce de "Mortgage Originations". # 8221;
A organização internacional do narcotráfico estava mascarando a operação internacional de tráfico de seres humanos que estavam executando sob o disfarce de "derivativos de investimento". # 8221;
Os "Globalistas" em Wall Street & # 8221; Estávamos tendo uma grande festa em todo o mundo comprando, vendendo e trocando a vida das pessoas comprometendo as almas de toda a humanidade, garantidas por nada de valor, nossos Certificados de Nascimento dos EUA.
Os bandidos de baixa classe, baixa vida, desprezíveis, podres e todos os seus camaradas ao redor do globo estavam se entretendo jogando em plataformas de negociação de derivativos falsas, falsas e fraudulentas em tudo e qualquer coisa que afete nossa cidadania americana. Essa foi uma violação global de valores mobiliários nossa.
Segurança Pessoal e Nacional. Isso foi feito principalmente pelos russos e chineses que estavam usando suas próprias Agências e Agentes secretos escondidos dentro dos Bancos e Bancos para falsificar dinheiro, e repassar inúmeras quantias de notas hipotecárias através de investimentos fraudulentos em suas próprias ações da International Securities Fraud. NOS Nota Bancária & # 8221;
falsificação & # 8220; bancário preto op. & # 8221;
Isso era espionagem estrangeira em um nível absolutamente obsceno.
Isso só poderia ter acontecido com traidores escondidos de dentro, que parecem ser cidadãos americanos, mas são todos um bando de traidores de impostores criminosos que são completos e completos.
Esta parte de sua trama maligna começou quando a ONU declarou que somos todos humanos.
Os executivos da Wall Street assumiram a responsabilidade de induzir fraudulentamente nossos documentos de cidadania dos EUA, nossos Certificados de Nascimentos dos EUA em ofertas de ações e títulos globais não certificados, não garantidos e não registrados. Sua International Investment Banking.
Perps overissued investimentos fraudulentos apoiados pelo nosso trabalho sem o nosso conhecimento ou consentimento.
Então o & # 8220; Wall Street Gang & # 8221; de fraude de investimento, re-investidores de fraude de seguros em sua própria fraude de valores mobiliários.
realmente tocou nos EUA depois que Clinton revogou o Glass-Steagall em 1999. Clinton fez drogas e humanos.
traficando uma mercadoria comercializável aqui e em todo o mundo.
Alguém, por favor, prenda esses bandidos!
O computador mexeu um pouco no cabeçalho, então quero esclarecer:
A moção do réu para desocupar a sentença judicial foi arquivada pelo réu em 22 de novembro de 2013 na corte do Condado de Cook, Illinois, Divisão de Chancelaria, Dorothy Brown, Clerk.
RE: Caso NO. 10 CH 20188.
14201 S. Cicero Ave.
Crestwood, Illinois, 60455.
Primeiro Midwest Bank v. Venturella.
Este caso é sobre a fraude ilegal em meu negócio.
propriedade do First Midwest Bank. O First Midwest Bank perdeu a posse do título de propriedade para a minha propriedade ao cometer ocultação fraudulenta de uma colateralização cruzada da minha residência principal com o meu negócio.
propriedade na mesa de fechamento. A evidência da ocultação fraudulenta é que a minha assinatura não está na hipoteca geral do & # 8220; & # 8221; O First Midwest Bank, uma subsidiária do J. P. MORGAN CHASE, fraudulentamente induziu uma hipoteca geral para encobrir o.
Fraude de Originação e numerosas outras fraudes cometidas na mesa de fechamento de & # 8220; & # 8221; em 2006 pela Amcore Bank N. A.
Primeiro Midwest Bank / J. P. MORGAN CHASE tem tentado fraudulentamente.
criar uma cadeia de título, trocando partes numerosas vezes após o.
início do processo fraudulento de execução hipotecária. Isso é evidenciado por seus advogados arquivando um "Foreclisure Lis Pendens,". no Escritório do Registrador do Condado de Cook, vários.
meses após o início de seu processo falso e fraudulento de execução hipotecária.
Havia também um incêndio na propriedade que estava determinado a ser um incêndio criminoso. Havia uma câmera de segurança no prédio e a polícia determinou que fosse um incêndio criminoso. Um homem negro foi pego em fita gravando fogo no prédio.
& # 8220; s & # 8217; s & # 8221; foram os únicos.
segurados.
Aquele incêndio só deveria ter sido motivo para isso.
despedimento automático porque isso.
Incêndio incendiário oficialmente fez minha propriedade de negócios uma cena de crime. O fogo posto, portanto, só poderia ser considerado tentativa de destruição de provas para esconder fraudulentamente a evidência de um crime.
Esse incêndio criminoso também prova que isso é altamente criminoso.
caso porque o & # 8220; O autor & # 8217; s & # 8221; foram injustamente e injustamente enriquecido pelo juiz permitindo-lhes.
coletar o dinheiro do seguro não utilizado sem uma ABI.
Eu me opus a essa moção ilegal e injustificada por parte da Autora. Foi-me dito pelo juiz Price Walker para introduzir uma resposta escrita que eu fiz. Minha respiração escrita foi voluntariamente e.
ignorado arbitrariamente pelo juiz Price Walker.
Corrigir erro do computador re meu comentário anterior:
Uma ordem nula é uma ordem emitida sem jurisdição por um juiz e é anulada _ ab initio_ e não precisa ser declarada por um juiz como nula.
NO TRIBUNAL DE CIRCUITO DE COOK COUNTY ILLINOIS COUNTY DEPARTMENT & # 8211; DIVISÃO DE CHANCERS
2013 22 de novembro 5:38.
West End Trust 2012-1, como sucessora de interesse para Bayview Fund Acquisitions, LLC., Como sucessora em.
Interesse pela Bayview Loan Servicing, LLC., Como sucessora de interesse do First Midwest Bank.
O requerente NÃO. 10 CH 20188.
14201 S. Cicero Ave.
Madeira da crista, doente 60455.
DEFENDENTE - PROPOSTA DE VENCER A ORDEM DE JULGAMENTO E APOIAR A PROPOSTA DE GARANTIR.
E DESPEDA O MOVIMENTO DO AUTOR.
SUBSTITUIR O AUTOR E O DEFENDENTE - A PROPOSTA DE DESCULPAR.
RECLAMAÇÃO E PEDIDO DE AUDIÇÃO.
Aí vem o pedido do réu, pro se, para desocupar o julgamento / ordem do Autor de acordo com a FRCP 60 (b.) (4).
e (d) (3). Este tribunal concedeu.
Alívio da demandante em 19 de outubro de 2013,
com base em declarações falsas e enganosas feitas pela Autora. Réu.
estado em apoio de suas moções são.
A Moção da Requerente para Substituir a Autora alegando que ela era uma novidade.
festa, & # 8221; Foi uma declaração falsa e enganosa do Autor e é evidenciada pela carta do acusado.
recentemente recebido da Bayview.
afirmando que eles são o Autor / Servicer.
Uma cópia da carta está firmemente anexada a esta Proposta como Anexo A e B.
A falta de aviso legal do autor no momento da audiência de 19 de outubro de 2013 foi uma violação do direito do demandado ao devido processo legal e causou a ofensiva.
para ser inserido.
Como resultado da própria docência do acusado, descobrimos que os autores não têm um notório.
Certificado e, portanto, não pode ter nada por escrito que satisfaça.
Estatuto de Fraudes. Falta do demandante.
de dilligence e ações subseqüentes, causou fraude na compra.
Como resultado de fraude no.
Procurement, todo o julgamento / ordem do requerente é nulo e não legal.
força ou efeito.
Por causa da falta de due diligence da Autora, e subsequente da Autora.
ações causaram Fraude nas Aquisições, e é motivo para demissão de toda a Autora.
Reclamação de encerramento e também.
suporta Motion do Defendant para Ignorar programado para audiência em.
16 de dezembro de 2013. Fraude no.
Aquisição se o naipe do demandante suportar.
O argumento do réu em sua Moção para Dispensar o fato de o Requerente não ter jurisdição no assunto (810 ILCS).
Argumento do réu em apoio de.
seus movimentos é o seguinte:
Ordem vazia que é aquela digitada por um.
tribunal que não tem jurisdição sobre partes ou assunto, ou não tem.
Poder inerente para entrar julgamento, ou ordem adquirida por fraude, pode ser.
atacada a qualquer momento, em qualquer tribunal, diretamente ou colateralmente, desde que a parte esteja devidamente perante o tribunal,
Pessoas ex. ré. Brizica v. Aldeia do Lago Barrington, 644 N. E. 2d. (Ill. App. 2.
Em re casamento de Mancino, 236 Ill. App, 3d. 886 (2nd Dist. 1992) (Se a ordem I [I] for anulada, ela pode ser atacada a qualquer momento no processo. & # 8221;).
A declaração falsa ou enganosa do queixoso, sob juramento sobre questões centrais do seu caso, equivalia a fraude. Veja Cox v. Burke, 706 So. 2d. 43, 47 (Fla. 5 DCA 1998).
Uma ordem nula é uma ordem emitida sem jurisdição por um juiz e é anulada e não precisa ser um initio.
declarado nulo por um juiz para anular. Apenas na inspeção do registro do caso mostrando que o juiz estava sem.
jurisdição ou violou os direitos do devido processo de uma pessoa, ou onde a fraude estava envolvida na tentativa de obtenção da jurisdição, é.
suficiente para uma ordem ser anulada, Potenz Corp. v. Petrozzini, 170 Ill. App. 3d. 617, 525 N. E. 2d. 173, 175 (1988). Em casos aqui, a lei afirmou que as ordens não são anuladas e não anuláveis porque já estão anuladas.
Uma sentença vazia é aquela que é registrada por um tribunal que não tem jurisdição sobre as partes ou o assunto, ou que não tem o poder inerente de entrar na ordem ou julgamento particular, ou.
onde o pedido foi adquirido por fraude, em re Adoção de E. L., 733 N. E., 2d. 846, (Ill. App. 1 Dist. 2000).
Julgamentos vazios geralmente se enquadram em duas classificações, isto é, julgamentos em que há uma falta de jurisdição.
pessoa ou objeto, e julgamento obtido através de fraude, e tais julgamentos podem ser atacados direta ou colateralmente, Irving v.
Rodriguez, 169 N. E. 2d. 145, (Ill. App. 2 Did. 2000).
Um julgamento nulo é aquele que foi adquirido por fraude extrínseca ou colateral, ou introduzido por um tribunal que não tem jurisdição sobre o assunto ou as partes, Rook v. Rook, 353 S. E.
Se as circunstâncias ao redor indicarem o vencimento da parte contrária.
direitos processuais foram injustamente comprometidos, "o alívio sob o estatuto de julgamento nulo é obrigatório. Ver Carter vs. Fenner, 136, F. 3d. 1000,
1005 15º Cir. 1998).
Evans v. Serviços Corporativos, 207 Ill. App. 3d. 297, 565 N. E. 2d. 724 (2a.
Dist. 1990), (um julgamento nulo, ordem ou decreto pode ser atacado a qualquer momento ou em qualquer tribunal, seja diretamente ou colateralmente. & # 8221;)
Quando uma regra que provê para alívio de julgamentos inválidos é aplicável, o alívio não é um assunto discricionário, mas é.
obrigatório, Orner v. Shalala, 30 F. 3d. 1307 (Colo. 1994).
A regra 60 (d.) (3) não tem prazo prescricional.
porque se pretende "proteger a integridade do processo judicial" # 8221; Bowie v. Maddox, n º 03-948, 2010 WL 45553 em * 2, um tribunal pode exercer o seu.
poder equitativo para anular um julgamento fraudulento "para manter a integridade do tribunal e salvaguardar o público." # 8221; Estados Unidos vs. Smiley, 553 F. 3d. 1137
A deturpação ou conduta fraudulenta deve envolver um plano ou plano inconcebível que tenha a intenção de influenciar indevidamente o tribunal em sua decisão. & # 8221; Veja o State Street Bank & amp; Trust Co. v. Inversions Errazuriz Limitada, 774, F. 3d. 158, 176 (2d. Cir. 2004), Entral Group, 298 Fed. Appx. às 44; Atkinson v. Prudential Prop. Co. Inc, 43 3d. 367, 372-73 (8º Cir. 1994).
A fraude no tribunal pode estar presente se uma parte inserir um documento falso ou forjado no registro. Ver Weldon v. United States, 225, F. 3d 647, 2000 WL 1134358 a * 2 (2d. Cir 2000) (citando Hazel-Atlas, 322 U. S. em 246-47, 64 S. Ct. 1001-02).
O elevado padrão de fraude no tribunal justificaria a descoberta de tal fraude apenas pela má conduta mais notória dirigida ao próprio tribunal, como o suborno de um juiz ou júri, ou a fabricação de provas por um advogado. & # 8221 ; Estados Unidos v Smiley, 553 F. 3d. 1145
Em Jacob v. Henderson, 840 So. 2d. 1167 (Flat 2d. 1167 (Fla. 5a DCA, 1998). A fraude necessária nos tribunais ocorre quando se pode demonstrar, de forma clara e convincente, que um partido iniciou sutilmente algum esquema injusto calculado para interferir com o sistema judicial. s possibilidade de julgar imparcialmente um assunto, influenciando indevidamente o fato ou impedindo injustamente a apresentação da reivindicação ou defesa das partes opostas Aoude v. Mobil Corp., 892 F. 2d. 1115, 1118 (1º Cir. 1989).
Nós temos o poder inerente de desocupar o julgamento do tribunal, formando um remédio apropriado, Chambers v. Nabisco, Inc. 501, EUA, 31, 44-45 (1991); Hazel-Atlas, 322 U. S. em 250; Fink v. Gomez, 239 F. 3d. 989, 992 (9º Cir. 2001), e sancionar uma parte ou seus advogados por abuso intencional do processo judicial, particularmente quando a parte ou seus advogados intencionalmente praticaram uma fraude no tribunal. Levander v. Prober, 180 F. 3d. 1119 (9º Cir. 1999); veja também Gomez v. Vernon, 255 F. 3d. 1118, 1133-34 (9º Cir. 2001).
Throckmorton é claro para a proposição de que a fraude intrínseca, isto é, a evidência fraudulenta na qual um julgamento é baseado, não é motivo para deixar de lado um julgamento. Também deixa claro que a fraude extrínseca, isto é, a fraude que não foi objeto de litígio, que infecta o processo judicial real, é motivo para anular uma sentença obtida por fraude. Estados Unidos contra Throckmorton, 97 U. S. 61 (1878), ver também Browning v. Navarro, 826 F. 2d. 343 (5th Cir. 1987) (De acordo com o raciocínio de Justice Miller (em Throckmorton), a fim de atacar colateralmente o julgamento, deve ter sido obtido por fraude, como distinto de ter sido baseado em fraude. & # 8221 ;).
Por todas as razões acima mencionadas e de acordo com a Regra 60 (b.) (4) & amp; (d) (3), o julgamento do Queixoso é desprovido de qualquer força ou efeito legal, conforme evidenciado pela carta do Acusado da Bayview firmemente ligada a esta Moção como Anexo A & amp; B.
Portanto, o Réu deve orar e solicitar a este tribunal honroso, desocupar a sentença / sentença do Autor e este tribunal exercer seu poder eqüitativo para anular este julgamento fraudulento e outras compensações equitativas como este tribunal julgar justo, e em apoio se nossa Moção para Dispensar, conceder Moção do Demandado para Demitir na data da audiência marcada para 16 de dezembro de 2013 e outras medidas justas de alívio, pois este tribunal parece justo e equitativo.
As moções do réu foram negadas pelo juiz Price Walker em 16 de dezembro de 2013. Nenhuma explicação por escrito da negação foi dada no pedido. No entanto, o juiz me disse em audiência pública que ele é o juiz.
Eu concordo com o NPV. Meados de 2015 é quando entra em colapso. Provavelmente porque Fannie e Freddie estão finalmente dispostos a jogar bola. Eles sabem o que está por vir. Procure reduções de princípio em breve.
Os juízes, neste caso, têm interesse direto ou indireto na decisão?
Sem Transparência = Corrupção = Sem Processo Devido.
This is the presumption the 6th Circuit in Thompson accepted as ‘fact’ because it was not challenged and became ‘case law’ in Dauenhauer-
The borrower must satisfy her mortgage debt in order to obtain title. See Dauenhauer, 562 F. App’x at 481. Although Thompson has made conclusory allegations suggesting that unidentified third parties have paid off her debt through the loan securitization process, she makes no factual showing that her debt has been forgiven, cancelled, or fully paid.
Thompson was denied discovery of her ‘conclusory allegations’ because the records of sale / purchase / payments to pool (like default insurance) of her loan are not publicly available and exist only as private common business records. For example, should the ‘fines’ paid in national mortgage settlements be applied to borrowers’ obligations before passing any remainder over to the states?
@UKG - the problem with the 6th Circuit decision is that the contract’s terms for the borrower to warrant and defend the clear title to the property were not considered. In this way the court the court ‘disconnected’ the tie between the original contract with the borrower obligating a repayment, and the contract for securitization. Both contracts affect the chain of title. Chain of title is a state right.
This is not a clue. The prospectus and supplement prospectus both disclose that a sampling of the type loans are being provided. The certificates were offered pursuant to those memorandums, and not the PSA, which caused the creation of the trust, and the alleged transfer of the cash flow of the pool of loans.
Because it all happened simultaneously on the closing date – stop challenging the PSA, and take a stab at the Trustee Certification. That’s were the clues are…….
The next wave of foreclosures is coming in mid 2015, many will be re-filings of State Actions in federal courts.
Get ready for the wave of short sales to follow.
At the end of 2006 I called the market top for RE, which occurred in July 2007. All indicators point to a market top in June 2015, and you will all see that i was right come 2016.
BAC and Morgan Stanley are both good short positions to open in January, and for those that purchased SWIR at 18 – it is time to take profits. It can be repurchased at 37 for a long-term hold.
This what I am doing in January 2015.
That stood out to me right away also … this might be a clue..
Wells Fargo Securities sold $40 million of what it claimed were highly rated securities to LBBW. The bank alleges that Wells Fargo overvalued the securities, making them riskier than promised.
For anything to have a rating it must exist… the overvaluation plays into Neils theories too .. the wall streeters were selling these as fast as possible ,, quite probably took money on spec for a deal that was still being populated with notes and simply represented to the buyer that the deal when done would be “AAA”. In this case I’m saying that sloppy journalism is the likely cause of confusion.
“After the sale, the securities were subsequently collateralized by subprime residential mortgages, and defaulted within a year.”
So, they sold the certificates and collateralized the bonds “later”?
I thought it happened the other way around?
A lawsuit filed by European bank LBBW Luxemburg S. A. over an alleged $1.5 billion subprime mortgage-backed securities (MBS) fraud scheme was upheld by a federal judge, who denied the bank’s motions to dismiss. U. S. District Judge J. Paul Oetken let stand charges of fraud, breach of contract, negligent misrepresentation, and constructive fraud against Wells Fargo Securities LLC and Fortis Securities LLC.
“This was a significant ruling in a massive fraud case where the sellers greedily squeezed money from investors despite knowing the underlying securities were riskier than represented and not even worth the price,” said David Warden of the Houston-based law firm Ahmad, Zavitsanos, Anaipakos, Alavi & Mensing P. C. (AZA).
The lawsuit references a 2006 deal, in which Wells Fargo Securities sold $40 million of what it claimed were highly rated securities to LBBW. The bank alleges that Wells Fargo overvalued the securities, making them riskier than promised. In total, LBBW claims that $1.5 billion in securities—sold to the bank and other customers—were misrepresented.
After the sale, the securities were subsequently collateralized by subprime residential mortgages, and defaulted within a year.
Allegedly, the two companies affected not only LBBW, but also the employee pension fund for the Zuni Indian tribe, which according to the bank, led to the discovery of the fraudulent activity.
LBBW’s attorneys argue the alleged fraud was masked by the beginning of the economic crisis in 2007, and was only discovered later after the U. S. Securities and Exchange Commission (SEC) began administrative proceedings related to a $5.5 million investment made by the Zuni tribe’s employee fund.
Does anyone have a link to this story that doesn’t require a linkedin login to access?
I second your post. Study what works and stay away from what doesn’t and cannot bear fruit. We live in a system where certain agencies have been assigned the role of regulating financial operations. It is not incumbent to a borrower, party to a specific contract with specific provisions, to interpret or denounce said contract simply because those agencies fail to do their job. Judges will not rewrite the terms of the contract on the grounds that those agencies are AWOL when needed and nor should they. Different animals, different issues and different jurisdictions.
Or & # 8230; keep pressing those same irrelevant issues at your own peril. But don’t complain when your strategy backfires. It’s not for want of being warned.
choose your causes of action more carefully…..
United States: Sixth Circuit Rejects Claims Challenging Loan Securitization And Denial Of HAMP Loan Modification.
Last Updated: December 23 2014.
Article by Edmund Sauer and Frankie N. Spero.
Bradley Arant Boult Cummings LLP.
On Friday, December 5, 2014, the United States Court of Appeals for the Sixth Circuit recently issued its decision in Thompson v. Bank of America, et al., — F.3d —, No. 14-5561, 2014 WL 6844931, a case involving various statutory, tort, and contractual challenges to the securitization of a mortgage loan and the denial of a loan modification under the Home Affordable Modification Program (“HAMP”). In an opinion designated for publication, the Sixth Circuit affirmed the district court’s dismissal of the lawsuit, holding that the borrower did not state any claim for relief.
The Sixth Circuit used its comprehensive opinion in Thompson to address and reject so-called “securitization” and HAMP claims that borrowers have increasingly asserted in the past few years. The Sixth Circuit addressed the theories “in detail” to “assist the district courts in addressing this wave of creative litigation.”
Here are a few key aspects of the Court’s ruling:
First, the Sixth Circuit rejected the borrower’s “argument that the securitization of her mortgage note altered her obligations under the note.” The court emphasized that “Federal law provides for the creation of mortgage-related securities” and “[t]he pooling of mortgages into investment trusts is not some sort of illicit scheme that taints the underlying debt.” It also unequivocally held that the “[s]ecuritization of a note does not alter the borrower’s obligation to repay the loan” because “[s]ecuritization is a separate contract, distinct from the borrower’s debt obligations under note.” The court further reaffirmed the propriety of using Mortgage Electronic Registration Systems, Inc. (“MERS”) in the transfer of mortgage notes.
Second, the Court rejected the borrower’s various claims that Bank of America made misrepresentations to her during the loan modification process under HAMP. Although the court “sympathize[d] with” the borrower’s alleged “inability to procure a payment modification,” the Court rejected her fraud/misrepresentation claims. Even “accepting as true Thompson’s allegations that [Bank of America] stonewalled her during the modification application process,” the Court held that this alleged “conduct does not support a claim for negligent or intentional misrepresentation.”
Finally, the Sixth Circuit rejected the borrower’s claim under the Equal Credit Opportunity Act (“ECOA”), holding as a matter of first impression in the Sixth Circuit that an alleged refusal to modify the borrower’s loan under HAMP does not constitute an “adverse action” under the ECOA.

CORPORATE GOVERNANCE REPORT.
"Between my past, the present and the future, there is one common factor: Relationship and Trust. This is the foundation of our growth." - Founder Chairman Shri Dhirubhai H. Ambani.
In accordance with Clause 49 of the Listing Agreement with BSE Limited (BSE) and the National Stock Exchange of India Limited (NSE), the report containing the details of Corporate Governance systems and processes at Reliance Industries Limited is as follows:
At Reliance Industries Limited (RIL), Corporate Governance is all about maintaining a valuable relationship and trust with all stakeholders. We consider stakeholders as partners in our success, and we remain committed to maximising stakeholders' value, be it shareholders, employees, suppliers, customers, investors, communities or policy makers. This approach to value creation emanates from our belief that sound governance system, based on relationship and trust, is integral to creating enduring value for all. We have a defined policy framework for ethical conduct of businesses. We believe that any business conduct can be ethical only when it rests on the six core values of Customer Value, Ownership Mindset, Respect, Integrity, One Team and Excellence.
Corporate Governance encompasses a set of systems and practices to ensure that the Company’s affairs are being managed in a manner which ensures accountability, transparency and fairness in all transactions in the widest sense. The objective is to meet stakeholders’ aspirations and societal expectations. Good governance practices stem from the dynamic culture and positive mindset of the organisation. We are committed to meet the aspirations of all our stakeholders. This is demonstrated in shareholder returns, high credit ratings, governance processes and an entrepreneurial performance focused work environment. Additionally, our customers have benefited from high quality products delivered at extremely competitive prices.
The essence of Corporate Governance lies in promoting and maintaining integrity, transparency and accountability in the management’s higher echelons. The demands of Corporate Governance require professionals to raise their competence and capability levels to meet the expectations in managing the enterprise and its resources effectively with the highest standards of ethics. It has thus become crucial to foster and sustain a culture that integrates all components of good governance by carefully balancing the complex inter-relationship among the Board of Directors, Audit Committee, Finance, Compliance and Assurance teams, Auditors and the senior management. Our employee satisfaction is reflected in the stability of our senior management, low attrition across various levels and substantially higher productivity. Above all, we feel honoured to be integral to India’s social development. Details of several such initiatives are available in the Report on Corporate Social Responsibility.
At RIL, we believe that as we move closer towards our aspirations of being a global corporation, our Corporate Governance standards must be globally benchmarked. Therefore, we have institutionalised the right building blocks for future growth. The building blocks will ensure that we achieve our ambition in a prudent and sustainable manner. RIL not only adheres to the prescribed Corporate Governance practices as per Clause 49 of the Listing Agreement with the Stock Exchanges in India (Listing Agreement), but is also committed to sound Corporate Governance principles and practices. It constantly strives to adopt emerging best practices being followed worldwide. It is our endeavour to achieve higher standards and provide oversight and guidance to the management in strategy implementation, risk management and fulfilment of stated goals and objectives.
Over the years, we have strengthened governance practices. These practices define the way business is conducted and value is generated. Stakeholders’ interests are taken into account, before making any business decision. RIL has the distinction of consistently rewarding its shareholders over 37 eventful years from its first IPO. Since then, RIL has moved from one big idea to another and these milestones continue to fuel its relentless pursuit of ever-higher goals.
On stand-alone basis, we have grown by a Compounded Annual Growth Rate (CAGR) of Revenues 25.8%, EBITDA 26.4% and Net Profit 27.4%. The financial markets have endorsed our sterling performance and the market capitalization has increased by CAGR of 31.7% during the same period. In terms of distributing wealth to our shareholders, apart from having a track record of uninterrupted dividend payout, we have also delivered consistent unmatched shareholder returns since listing. The result of our initiative is our ever widening reach and recall. Our shareholder base has grown from 52,000 after the IPO to a consolidated present base of around 2.8 million.
For decades, RIL is growing in step with India’s industrial and economic development. The Company has helped transform the Indian economy with big-ticket projects and world-class execution. The quest to help elevate India’s quality of life continues unabated. It emanates from a fundamental article of faith: ‘What is good for India is good for Reliance’.
We believe, Corporate Governance is not just a destination, but a journey to constantly improve sustainable value creation. It is an upward-moving target that we collectively strive towards achieving. Our multiple initiatives towards maintaining the highest standards of governance are detailed in the following pages.
Appropriate Governance Structure with defined roles and responsibilities.
The Company has put in place an internal governance structure with defined roles and responsibilities of every constituent of the system. The Company’s shareholders appoint the Board of Directors, which in turn governs the Company. The Board has established seven Committees to discharge its responsibilities in an effective manner. RIL’s Company Secretary acts as the Secretary to all the Committees of the Board constituted under the Companies Act, 1956 / Companies Act, 2013. The Chairman and Managing Director (CMD) provides overall direction and guidance to the Board. Concurrently, the CMD is responsible for overall implementation. In the operations and functioning of the Company, the CMD is assisted by four Executive Directors and a core group of senior level executives.
Board Leadership.
A majority of the Board, 7 out of 13, are Independent Directors. At RIL, it is our belief that an enlightened Board consciously creates a culture of leadership to provide a long-term vision and policy approach to improve the quality of governance. The Board’s actions and decisions are aligned with the Company’s best interests. It is committed to the goal of sustainably elevating the Company’s value creation. The Company has defined guidelines and an established framework for the meetings of the Board and Board Committees. These guidelines seek to systematise the decision-making process at the meeting of the Board and Board Committees in an informed and efficient manner.
The Board critically evaluates the Company’s strategic direction, management policies and their effectiveness. The agenda for the Board reviews include strategic review from each of the Board committees, a detailed analysis and review of annual strategic and operating plans and capital allocation and budgets. Additionally, the Board reviews related party transactions, possible risks and risk mitigation measures, financial reports from the CFO and business reports from each of the sector heads. Frequent and detailed interaction sets the agenda and provides the strategic roadmap for the Company’s future growth.
Ethics/Governance Policies.
At RIL, we strive to conduct our business and strengthen our relationships in a manner that is dignified, distinctive and responsible. We adhere to ethical standards to ensure integrity, transparency, independence and accountability in dealing with all stakeholders. Therefore, we have adopted various codes and policies to carry out our duties in an ethical manner. Some of these codes and policies are:
Code of Conduct Code of Conduct for Prohibition of Insider Trading Health, Safety and Environment (HSE) Policy Vigil Mechanism and Whistle Blower Policy Policy on Materiality of Related Party Transactions and on Dealing with Related Party Transactions Corporate Social Responsibility Policy Policy for Selection of Directors and determining Directors Independence Remuneration Policy for Directors, Key Managerial Personnel and other Employees Policy for determining Material Subsidiaries.
Audits and internal checks and balances.
Deloitte Haskins & Sells LLP, Chartered Accountants, M/s. Chaturvedi & Shah, Chartered Accountants, one of India’s leading audit firms and a member of the Nexia’s global network of independent accounting and consulting firms and M/s. Rajendra & Co., Chartered Accountants, Member of PrimeGlobal, an association of Independent Accounting Firms, audit the accounts of the Company. The Company has an Internal Audit Cell besides external firms acting as independent internal auditors that reviews internal controls and operating systems and procedures. A dedicated Legal Compliance Cell ensures that the Company conducts its businesses with high standards of legal, statutory and regulatory compliances. RIL has instituted a legal compliance programme in conformity with the best international standards, supported by a robust online system that covers the Company’s manufacturing units as well as its subsidiaries. The purview of this system includes various statutes, such as industrial and labour laws, taxation laws, corporate and securities laws and health, safety and environment regulations.
At the heart of our processes is the extensive use of technology. This ensures robustness and integrity of financial reporting and internal controls, allows optimal use and protection of assets, facilitates accurate and timely compilation of financial statements and management reports and ensures compliance with statutory laws, regulations and company policies.
Management Initiatives for Controls and Compliance.
The Company has established the Reliance Management System (RMS) as part of its transformation agenda. RMS incorporates an integrated framework for managing risks and internal controls. The internal financial controls have been documented, embedded and digitised in the business processes. Internal controls are regularly tested for design and operating effectiveness.
Best Corporate Governance practices.
RIL maintains the highest standards of Corporate Governance. It is the Company’s constant endeavour to adopt the best Corporate Governance practices keeping in view the international codes of Corporate Governance and practices of well-known global companies. Some of the best implemented global governance norms include the following:
The Company has a designated Lead Independent Director with a defined role. All securities related filings with Stock Exchanges and SEBI are reviewed every quarter by the Company’s Stakeholders’ Relationship Committee of Directors. The Company has independent Board Committees for matters related to Corporate Governance and stakeholders’ interface and nomination of Board members. The Company’s internal audit is also conducted by independent auditors. The Company also undergoes quarterly secretarial audit conducted by an independent company secretary who is in whole-time practice. The quarterly secretarial audit reports are placed before the Board and the annual secretarial audit report placed before the Board, is included in the Annual Report.
Business and Functional Risk and Assurance Committees (BRACs)
To have a better assessment of the business and functional risks and to monitor risk mitigation effectiveness based on risk evaluation, the concept of BRACs was introduced comprising senior management personnel in the said committee.
RIL’s sustainability reporting journey.
RIL commenced annual reporting on its triple-bottomline performance from the Financial Year 2004-05. All its sustainability reports are externally assured and Global Reporting Initiative (GRI) application level checked. The maiden report received ‘in-accordance’ status from GRI and all subsequent reports are ‘GRI G3 Checked A+’ application level reports. From Financial Year 2006-07, in addition to referring GRI G3 Sustainability Reporting Guidelines, RIL refers to the American Petroleum Institute / the International Petroleum Industry Environmental Conservation Association Sustainability Reporting Guidelines and the United Nations Global Compact Principles. RIL has also aligned its sustainability activities with the focus areas of the World Business Council for Sustainable Development. From the Financial Year 2011- 12, Reliance adopted the newly published GRI G3.1 guidelines and is additionally referring to GRI G3.1 – Oil & Gas Sector Supplement. RIL has aligned its sustainability report with the National Voluntary Guidelines on Social, Environmental and Economic Responsibilities of Business framed by the Government of India.
Working towards Planet, People, Product, Processes and Profit.
RIL works towards attaining a sustained financial bottom line along with enhancing the natural human capital and product development. It is committed to reduce its negative impacts and enhance its positive impacts on the society as well as the natural environment.
RIL supports life cycle assessment studies being done by Indian Centre for Plastics in the Environment (ICPE) and also works with the Bureau of Indian Standards for formulating standards and guidelines.
In addition to making a positive economic contribution to the nation and society at large, it has focused its energies on identifying specific impact areas. It endeavours to alleviate the underprivileged and marginalized sections of the society and has an active engagement with them to ensure their holistic development.
It aims to develop innovative products and processes to sustain its growth momentum. It also invests in R&D across its businesses, to serve the current and emerging needs of growth and efficiency of its businesses, and to develop new path - breaking technologies.
Social, Environmental and Economic Responsibilities.
RIL is committed to create value for the nation and enhance the quality of life across the entire socio-economic spectrum. RIL believes that Corporate Social Responsibility extends beyond the ambit of business and should focus on a broad portfolio of assets - human, physical, environmental and social. RIL gives utmost importance to conservation of the natural capital at its operations. RIL is committed to responsible stewardship of the natural resources to conduct its operations in a sustainable manner. To strengthen its commitment to responsible business, the Board of the Company has adopted Business Responsibility Framework based on the principles of National Voluntary Guidelines on Social, Environmental and Economic Responsibilities of Business (NVG) as issued by the Ministry of Corporate Affairs, Government of India. In sync with the same and Clause 55 of the Listing Agreement, a Business Responsibility Report is attached forming part of the Annual Report. This Report is in addition to RIL’s Sustainability Reporting in accordance with Global Reporting Initiative (GRI).
Shareholders’ communications.
The Board recognises the importance of two-way communication with shareholders and giving a balanced report of results and progress and responding to questions and issues raised in a timely and consistent manner. RIL’s corporate website (ril) has information for institutional and retail shareholders alike. Shareholders seeking information related to their shareholding may contact the Company directly or through any of the Investor service centres of the Company’s Registrars and Transfer Agents spread over 82 cities across India, details of which are available on the Company’s website. RIL ensures that complaints and suggestions of its shareholders are responded to in a timely manner. A comprehensive and informative shareholders’ referencer is appended to this Annual Report.
Role of the Company Secretary in overall governance process.
The Company Secretary plays a key role in ensuring that the Board (including committees thereof) procedures are followed and regularly reviewed. The Company Secretary ensures that all relevant information, details and documents are made available to the Directors and senior management for effective decision-making at the meetings. The Company Secretary is primarily responsible to assist and advise the Board in the conduct of affairs of the Company, to ensure compliance with applicable statutory requirements and Secretarial Standards, to provide guidance to directors and to facilitate convening of meetings. He interfaces between the management and regulatory authorities for governance matters.
Observance of the Secretarial Standards issued by the Institute of Company Secretaries of India.
The Institute of Company Secretaries of India (ICSI), one of India’s premier professional bodies, has issued Secretarial Standards on important aspects like Board meetings, General meetings, Payment of Dividend, Maintenance of Registers and Records, Minutes of Meetings, Transmission of Shares and Debentures, Passing of Resolutions by Circulation, Affixing of Common Seal and Board’s Report. Although these standards, as of now, are recommendatory in nature, the Company substantially adheres to these standards voluntarily.
Board composition and category of Directors.
The Company’s policy is to maintain optimum combination of Executive and Non-Executive Directors. The composition of the Board and category of Directors are as follows:
Smt. Nita M. Ambani is the spouse of Shri Mukesh D. Ambani. Shri Nikhil R. Meswani and Shri Hital R. Meswani, are brothers. None of the other directors are related to any other director on the Board.
Selection of Independent Directors.
Considering the requirement of skill sets on the Board, eminent people having an independent standing in their respective field/profession, and who can effectively contribute to the Company’s business and policy decisions are considered by the Human Resources, Nomination and Remuneration Committee, for appointment, as Independent Directors on the Board. The Committee, inter alia, considers qualification, positive attributes, area of expertise and number of Directorships and Memberships held in various committees of other companies by such persons in accordance with the Company’s Policy for Selection of Directors and determining Directors’ independence. The Board considers the Committee’s recommendation, and takes appropriate decision.
Every Independent Director, at the first meeting of the Board in which he participates as a Director and thereafter at the first meeting of the Board in every financial year, gives a declaration that he meets the criteria of independence as provided under law.
Familiarisation programmes for Board Members.
The Board members are provided with necessary documents/brochures, reports and internal policies to enable them to familiarise with the Company’s procedures and practices.
Periodic presentations are made at the Board and Board Committee Meetings, on business and performance updates of the Company, global business environment, business strategy and risks involved. Detailed presentations on the Company’s business segments were made at the separate meetings of the Independent Directors held during the year.
Quarterly updates on relevant statutory changes and landmark judicial pronouncements encompassing important laws are regularly circulated to the Directors. Site visits to various plant locations are organized for the Directors to enable them to understand the operations of the Company.
The details of such familiarization programmes for Independent Directors are posted on the website of the Company and can be accessed at ril/getattachment/3b0559bd-20fd-4e3e-8a35-1c0a8f090224/Familiarisation-Programme-for-Independent-Director. aspx.
Diretor Independente Líder.
The Company’s Board of Directors has designated Shri Mansingh L. Bhakta as the Lead Independent Director. The Lead Independent Director’s role is as follows:
To preside over all meetings of Independent Directors To ensure there is an adequate and timely flow of information to Independent Directors To liaise between the Chairman and Managing Director, the Management and the Independent Directors To preside over meetings of the Board and Shareholders when the Chairman and Managing Director is not present, or where he is an interested party To perform such other duties as may be delegated to the Lead Independent Director by the Board/ Independent Directors.
Meetings of Independent Directors.
The Company’s Independent Directors meet at least once in every financial year without the presence of Executive Directors or management personnel. Such meetings are conducted informally to enable Independent Directors to discuss matters pertaining to the Company’s affairs and put forth their views to the Lead Independent Director. The Lead Independent Director takes appropriate steps to present Independent Directors’ views to the Chairman and Managing Director.
Six meetings of Independent Directors were held during the year.
Código de conduta.
The Company has in place a comprehensive Code of Conduct (the Code) applicable to all the employees and Non-executive Directors including Independent Directors. The Code is applicable to Non-executive Directors including Independent Directors to such extent as may be applicable to them depending on their roles and responsibilities. The Code gives guidance and support needed for ethical conduct of business and compliance of law. The Code reflects the values of the Company viz. - Customer Value, Ownership Mind-set, Respect, Integrity, One Team and Excellence.
A copy of the Code has been put on the Company’s website (ril). The Code has been circulated to Directors and Management Personnel, and its compliance is affirmed by them annually.
A declaration signed by the Company’s Chairman and Managing Director is published in this Report.
Directors’ Profile.
A brief resume of Directors, nature of their expertise in specific functional areas and names of companies in which they hold Directorships, Memberships/ Chairmanships of Board Committees, and shareholding in the Company are provided in this Report.
Institutionalized decision-making process.
The Board of Directors is the apex body constituted by shareholders for overseeing the Company’s overall functioning. The Board provides and evaluates the Company’s strategic direction, management policies and their effectiveness, and ensures that shareholders’ longterm interests are being served.
The Board has constituted seven Committees, namely Audit Committee, Human Resources, Nomination and Remuneration Committee, Corporate Social Responsibility and Governance Committee, Stakeholders’ Relationship Committee, Health, Safety and Environment Committee, Finance Committee and Risk Management Committee. The Board is authorised to constitute additional functional Committees, from time to time, depending on business needs.
The Company’s internal guidelines for Board/Board Committee meetings facilitate the decision making process at its meetings in an informed and efficient manner. The following sub-sections deal with the practice of these guidelines at RIL.
Scheduling and selection of agenda items for Board meetings.
Minimum five pre-scheduled Board meetings are held annually. Additional Board meetings are convened by giving appropriate notice to address the Company’s specific needs. In case of business exigencies or urgency of matters, resolutions are passed by circulation.
The meetings are usually held at the Company’s office at Maker Chambers IV, 222 Nariman Point, Mumbai 400 021.
The Company’s various business heads / service heads are advised to schedule their work plans well in advance, particularly with regard to matters requiring discussion/ approval/decision at Board/Board Committee meetings. Such matters are communicated by them to the Company Secretary in advance so that they are included in the agenda for Board/Board Committee meetings.
The Board is given presentations covering Finance, Sales, Marketing, the Company’s major business segments and their operations, overview of business operations of major subsidiary companies, global business environment, the Company’s business areas, including business opportunities and strategy and risk management practices before taking on record the Company’s quarterly/annual financial results.
The items / matters required to be placed before the Board, inter alia, include:
Annual operating plans of businesses and budgets including capital budgets and any updates Quarterly results of the Company and its operating divisions or business segments Company’s annual Financial Results, Financial Statements, Auditors’ Report and Board’s Report Minutes of meetings of the Audit Committee and other Committees of the Board Show cause, demand, prosecution notices and penalty notices, which are materially important Fatal or serious accidents, dangerous occurrences, and any material effluent or pollution problems Any material default in financial obligations to and by the Company, or substantial non-payment for goods sold by the Company Any issue, which involves possible public or product liability claims of substantial nature, including any judgment or order, which may have passed strictures on the conduct of the Company or taken an adverse view regarding another enterprise that can have negative implications on the Company Details of any joint venture or collaboration agreement Transactions that involve substantial payment towards goodwill, brand equity or intellectual property Significant labour problems and their proposed solutions. Any significant development in Human Resources/Industrial Relations front like implementation of Voluntary Retirement Scheme, etc. Sale of material nature of investments, subsidiaries, assets, which is not in normal course of business. Quarterly details of foreign exchange exposures, and steps taken by management to limit risks of adverse exchange rate movement, if material Non-compliance of any regulatory, statutory or listing requirements, and shareholders’ service, such as dividend non-payment, share transfer delay (if any), among others Appointment, remuneration and resignation of Directors Formation/reconstitution of Board Committees Terms of reference of Board Committees Minutes of Board meetings of unlisted subsidiary companies Declaration of Independent Directors at the time of appointment/annually Disclosure of Directors’ interest and their shareholding Appointment or removal of the Key Managerial Personnel Appointment of Internal Auditors and Secretarial Auditors Quarterly / Annual Secretarial Audit reports submitted by Secretarial Auditors Dividend declaration Quarterly summary of all long-term borrowings made, bank guarantees issued and loans and investments made Significant changes in accounting policies and internal controls Takeover of a company or acquisition of a controlling or substantial stake in another company Statement of significant transactions, related party transactions and arrangements entered by unlisted subsidiary companies Issue of securities including debentures Recommending appointment of and fixing of remuneration of the Auditors as recommended by the Audit Committee Internal Audit findings and External Audit Reports (through the Audit Committee) Proposals for major investments, mergers, amalgamations and reconstructions Status of business risk exposures, its management and related action plans Making of loans and investment of surplus funds Borrowing of monies, giving guarantees or providing security in respect of loans Buyback of securities by the Company Diversify the business of the Company Brief on statutory developments, changes in government policies, among others with impact thereof, Directors’ responsibilities arising out of any such developments Compliance Certificate certifying compliance with all laws as applicable to the Company Reconciliation of Share Capital Audit Report under SEBI (Depositories and Participants) Regulations, 1996 Brief on information disseminated to the press.
The Chairman of the Board and Company Secretary, in consultation with other concerned members of the senior management, finalise the agenda for Board meetings.
Board material distributed in advance.
The agenda and notes on agenda are circulated to Directors in advance, and in the defined agenda format. All material information is incorporated in the agenda for facilitating meaningful and focused discussions at the meeting. Where it is not practicable to attach any document to the agenda, it is tabled before the meeting with specific reference to this effect in the agenda. In special and exceptional circumstances, additional or supplementary item(s) on the agenda are permitted.
Recording minutes of proceedings at Board and Committee meetings.
The Company Secretary records minutes of proceedings of each Board and Committee meeting. Draft minutes are circulated to Board/ Board Committee members for their comments. The minutes are entered in the Minutes Book within 30 days from the conclusion of the meeting.
Post meeting follow-up mechanism.
The guidelines for Board and Board Committee meetings facilitate an effective post meeting follow-up, review and reporting process for decisions taken by the Board and Board Committees thereof. Important decisions taken at Board/Board Committee meetings are communicated promptly to the concerned departments/divisions. Action-taken report on decisions/minutes of the previous meeting(s) is placed at the succeeding meeting of the Board/Board Committee for noting.
Conformidade.
The Company Secretary, while preparing the agenda, notes on agenda and minutes of the meeting(s), is responsible for and is required to ensure adherence to all applicable laws and regulations, including the Companies Act, 1956/ Companies Act, 2013 read with rules issued thereunder, as applicable and the Secretarial Standards recommended by the Institute of Company Secretaries of India.
Number of Board meetings held with dates.
Seven Board meetings were held during the year, as against the minimum requirement of four meetings.
The details of Board meetings are given below:
Video/tele-conferencing facilities are used to facilitate Directors travelling abroad, or present at other locations, to participate in the meetings.
Details of the Board Committees and other related information are provided hereunder:
Composition of Board Committees.
Shri K. Sethuraman, Group Company Secretary and Chief Compliance Officer, is the Secretary of all Board Committees constituted under the Companies Act, 1956 / Companies Act, 2013.
Meetings of Board Committees held during the year and Directors’ attendance:
Procedure at Committee Meetings.
The Company’s guidelines relating to Board meetings are applicable to Committee meetings as far as practicable. Each Committee has the authority to engage outside experts, advisors and counsels to the extent it considers appropriate to assist in its function. Minutes of proceedings of Committee meetings are circulated to the Directors and placed before Board meetings for noting.
Terms of Reference and other details of Board Committees.
Audit Committee.
Composition of the Committee.
The Committee’s composition meets with requirements of Section 177 of the Companies Act, 2013 and Clause 49 of the Listing Agreement. Members of the Audit Committee possess financial / accounting expertise / exposure.
Powers of the Audit Committee.
To investigate any activity within its terms of reference To seek information from any employee To obtain outside legal or other professional advice To secure attendance of outsiders with relevant expertise, if it considers necessary.
Role of the Audit Committee, inter alia, includes the following:
Oversight of the Company’s financial reporting process and the disclosure of its financial information to ensure that the financial statement is correct, sufficient and credible Recommending the appointment, remuneration and terms of appointment of statutory auditors including cost auditors of the Company Approving payment to statutory auditors, including cost auditors, for any other services rendered by them Reviewing with the management, the annual financial statements and auditors report thereon before submission to the Board for approval, with particular reference to: Matters required to be included in the Directors’ Responsibility Statement to be included in the Board’s Report in terms of clause (c) of sub-section 3 of Section 134 of the Companies Act, 2013; Changes, if any, in accounting policies and practices and reasons for the same; Major accounting entries involving estimates based on the exercise of judgement by the management; Significant adjustments made in financial statements arising out of audit findings; Compliance with listing and other legal requirements relating to financial statements; Disclosure of any related party transactions; and Qualifications in draft audit report. Reviewing, with the management, the quarterly financial statements before submission to the Board for approval Monitoring and reviewing with the management, the statement of uses/ application of funds raised through an issue (public issue, rights issue, preferential issue, etc.), the statement of funds utilised for purposes other than those stated in the offer document/prospectus/notice and the report submitted by the monitoring agency monitoring the utilisation of proceeds of a public or rights issue, and making appropriate recommendations to the Board to take up steps in this matter Reviewing and monitoring the auditors independence and performance, and effectiveness of audit process Approval or any subsequent modification of transactions of the Company with related parties Scrutiny of inter-corporate loans and investments Valuation of undertakings or assets of the Company, wherever it is necessary Evaluation of internal financial controls and risk management systems Reviewing, with the management, the performance of statutory auditors and internal auditors, adequacy of internal control systems Formulating the scope, functioning, periodicity and methodology for conducting the internal audit Reviewing the adequacy of internal audit function, if any, including the structure of the internal audit department, staffing and seniority of the official heading the department, reporting structure coverage and frequency of internal audit Discussion with internal auditors of any significant findings and follow-up thereon Reviewing the findings of any internal investigations by the internal auditors into matters where there is suspected fraud or irregularity or a failure of internal control systems of a material nature and reporting the matter to the Board Discussion with statutory auditors before the audit commences, about the nature and scope of audit as well as post audit discussion to ascertain any area of concern To look into the reasons for substantial defaults, if any, in the payment to depositors, debenture holders, shareholders (in case of non-payment of declared dividends) and creditors To review the functioning of the Vigil Mechanism and Whistle Blower mechanism Approval of appointment of the CFO (i. e. the wholetime Finance Director or any other person heading the finance function or discharging that function) after assessing qualifications, experience and background, etc. of the candidate Carrying out any other function as is mentioned in the terms of reference of the Audit Committee. Reviewing financial statements, in particular the investments made by the Company’s unlisted subsidiaries Reviewing the following information: The Management Discussion and Analysis of financial condition and results of operations; Statement of significant related party transactions (as defined by the Audit Committee), submitted by management; Management letters/letters of internal control weaknesses issued by the statutory auditors; Internal audit reports relating to internal control weaknesses; and Reviewing the appointment, removal and terms of remuneration of the Chief internal auditor / internal auditor(s).
The representatives of statutory auditors are permanent invitees to the Audit Committee Meetings. They have attended all the Audit Committee meetings held during the year. Executives of Accounts Department, Finance Department, Corporate Secretarial Department and Internal Audit department and representatives of internal auditors attend Audit Committee Meetings. The cost auditors attend the Audit Committee Meeting where cost audit reports are discussed. The due date for filing the cost audit reports in XBRL mode for the financial year ended March 31, 2014 was September 27, 2014 and the cost audit reports were filed by the Lead Cost Auditor on September 23, 2014. The due date for filing the cost audit reports for the financial year ended March 31, 2015 is October 30, 2015.
The internal auditor reports directly to the Audit Committee.
The Chairman of the Audit Committee was present at the last Annual General Meeting held on June18, 2014.
Nine meetings (including one adjourned meeting) of the Audit Committee were held during the year. The details of meetings and attendance are given on page no. 131 of this Report.
Nine meetings (including one adjourned meeting) of the Audit Committee were held during the year. The details of meetings and attendance are given on page no. 131 of this Report.
Human Resources, Nomination and Remuneration Committee.
Composition of the Committee.
The Committee’s constitution and terms of reference are in compliance with provisions of the Companies Act, 2013, Clause 49 of the Listing Agreement and Securities and Exchange Board of India (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999, as amended from time to time.
Terms of Reference of the Committee, inter alia, includes the following:
To identify persons who are qualified to become Directors and who may be appointed in senior management in accordance with the criteria laid down and to recommend to the Board their appointment and/or removal To carry out evaluation of every Director’s performance To formulate the criteria for determining qualifications, positive attributes and independence of a Director, and recommend to the Board a policy, relating to the remuneration for the Directors, key managerial personnel and other employees To formulate the criteria for evaluation of Independent Directors and the Board To devise a policy on Board diversity To recommend/review remuneration of the Managing Director(s) and Whole-time Director(s) based on their performance and defined assessment criteria To administer, monitor and formulate detailed terms and conditions of the Employees’ Stock Option Scheme including: the quantum of options to be granted under Employees’ Stock Option Scheme per employee and in aggregate; the conditions under which option vested in employees may lapse in case of termination of employment for misconduct; the exercise period within which the employee should exercise the option, and that the option would lapse on failure to exercise the option within the exercise period; the specified time period within which the employee shall exercise the vested options in the event of termination or resignation of an employee; the right of an employee to exercise all options vested in him at one time or various points of time within the exercise period; the procedure for making a fair and reasonable adjustment to the number of options and to the exercise price in case of corporate actions, such as rights issues, bonus issues, merger, sale of division and others; the granting, vesting and exercising of options in case of employees who are on long leave; and the procedure for cashless exercise of options. To carry out any other function as is mandated by the Board from time to time and / or enforced by any statutory notification, amendment or modification, as may be applicable; To perform such other functions as may be necessary or appropriate for the performance of its duties.
Six meetings of the Human Resources, Nomination and Remuneration Committee were held during the year. The details of meeting and attendance are given on page no. 131 of this Report.
The details relating to remuneration of Directors, as required under Clause 49 of the Listing Agreement, have been given under a separate section, viz. ‘Directors’ Remuneration’ in this report.
Stakeholders’ Relationship Committee.
Composition of the Committee.
The ‘Stakeholders’ Relationship Committee’ (SR Committee) was constituted by the Board on April 18, 2014 consequent to the dissolution of the ‘Shareholders’/ Investors’ Grievance Committee’ (SIG Committee). The SR Committee is primarily responsible to review all matters connected with the Company’s transfer of securities and redressal of shareholders’ / investors’ / security holders’ complaints. The Committee also monitors the implementation and compliance with the Company’s Code of Conduct for prohibition of Insider Trading.
The SR Committee’s composition and the terms of reference meet with the requirements of Clause 49 of the Listing Agreement and provisions of the Companies Act, 2013.
Terms of Reference of the Committee, inter alia , includes the following:
Oversee and review all matters connected with the transfer of the Company’s securities Approve issue of the Company’s duplicate share / debenture certificates Consider, resolve and monitor redressal of investors’ / shareholders’ / security holders’ grievances related to transfer of securities, non-receipt of Annual Report, non-receipt of declared dividend etc. Oversee the performance of the Company’s Registrars and Transfer Agents Recommend methods to upgrade the standard of services to investors Monitor implementation and compliance with the Company’s Code of Conduct for Prohibition of Insider Trading Carry out any other function as is referred by the Board from time to time and / or enforced by any statutory notification / amendment or modification as may be applicable Perform such other functions as may be necessary or appropriate for the performance of its duties.
Four meetings (including one of SIG Committee) of the SR Committee were held during the year. The details of meetings and attendance are given on page no. 131 of this Report.
Shri K. Sethuraman, Group Company Secretary and Chief Compliance Officer, is the Compliance Officer for complying with requirements of Securities Laws and Listing Agreements with Stock Exchanges.
Prohibition of Insider Trading.
With a view to regulate trading in securities by the directors and designated employees, the Company has adopted a Code of Conduct for Prohibition of Insider Trading.
Investor Grievance Redressal.
The number of complaints received and resolved to the satisfaction of investors during the year under review and their break-up are as under:
As on March 31, 2015, no complaints were outstanding.
Corporate Social Responsibility and Governance Committee.
Composition of the Committee.
The Committee’s prime responsibility is to assist the Board in discharging its social responsibilities by way of formulating and monitoring implementation of the framework of ‘corporate social responsibility policy’, observe practices of Corporate Governance at all levels, and to suggest remedial measures wherever necessary. The Board has also empowered the Committee to look into matters related to sustainability and overall governance.
The Committee’s constitution and terms of reference meet with the requirements of the Companies Act, 2013.
Terms of Reference of the Committee, inter alia, includes the following:
To formulate and recommend to the Board, a Corporate Social Responsibility (CSR) Policy indicating activities to be undertaken by the Company in compliance with provisions of the Companies Act, 2013 and rules made thereunder To recommend the amount of expenditure to be incurred on the CSR activities To monitor the implementation of the CSR Policy of the Company from time to time To approve the Corporate Sustainability Reports and oversee the implementation of sustainability activities To oversee the implementation of polices contained in the Business Responsibility Policy Manual and to make any changes / modifications, as may be required, from time to time and to review and recommend the Business Responsibility Reports (BRR) to the Board for its approval To observe practices of Corporate Governance at all levels and to suggest remedial measures wherever necessary To ensure compliance with Corporate Governance norms prescribed under Listing Agreements with Stock Exchanges, the Companies Act and other statutes or any modification or re-enactment thereof To advise the Board periodically with respect to significant developments in the law and practice of Corporate Governance and to make recommendations to the Board for appropriate revisions to the Company’s Corporate Governance Guidelines To monitor the Company’s compliance with Corporate Governance Guidelines and applicable laws and regulations and make recommendations to the Board on all such matters and on any corrective action to be taken, as the Committee may deem appropriate To review and assess the adequacy of the Company’s Corporate Governance Manual, Code of Conduct for Directors and Senior Management, Code of Ethics and other internal policies and guidelines and monitor that principles described therein are being incorporated into the Company’s culture and business practices To formulate / approve codes and / or policies for better governance To provide correct inputs to the media so as to preserve and protect the Company’s image and standing To disseminate factually correct information to investors, institutions and the public at large To establish oversight on important corporate communication on behalf of the Company with the assistance of consultants / advisors, if necessary To ensure institution of standardised channels of internal communications across the Company to facilitate a high level of disciplined participation To carry out any other function as is mandated by the Board from time to time and/or enforced by any statutory notification, amendment or modification as may be applicable or as may be necessary or appropriate for performance of its duties.
Four meetings of the Corporate Social Responsibility and Governance Committee were held during the year. The details of meetings and attendance are given on page no. 131 of this Report.
Health, Safety and Environment Committee.
Composition of the Committee.
The Health, Safety and Environment Committee is primarily responsible to monitor and ensure the highest standards of environmental, health and safety norms are maintained, and the Company’s operations are in compliance with applicable pollution and environmental laws across all locations. The Committee fulfils its responsibilities by reviewing the management of health, safety, environmental and social impacts of the Company’s various projects and operations.
Terms of Reference of the Committee, inter alia , includes the following:
Monitoring and ensuring the highest standards of environmental, health and safety norms Ensuring compliance with applicable pollution and environmental laws at the Company’s works / factories / locations by putting in place effective systems in this regard and reviewing the same periodically Reviewing, as the Committee deems appropriate, the Company’s health, safety and environment related policy and making recommendations as necessary Reviewing the Company’s performance on health, safety and environment related matters and suggesting improvements as the Committee may deem necessary Reviewing procedures and controls being followed at the Company’s various manufacturing facilities and plants for compliance with relevant statutory provisions Reviewing regularly and making recommendations about changes to the charter of the Committee Obtaining or performing an annual evaluation of the Committee’s performance and making appropriate recommendations.
Four meetings of the Health, Safety and Environment Committee were held during the year. The details of the meetings and attendance are given on page no. 131 of this Report.
Finance Committee.
Composition of the Committee.
Terms of Reference of the Committee, inter alia , includes the following:
Review the Company’s financial policies, risk assessment and minimisation procedures, strategies and capital structure, working capital and cash flow management, and make such reports and recommendations to the Board with respect thereto, as it may deem advisable Review banking arrangements and cash management Exercise all powers to borrow money (otherwise than by issue of debentures) within limits approved by the Board, and take necessary actions connected therewith, including refinancing for optimisation of borrowing costs Give guarantees/issue letters of comfort/providing securities within the limits approved by the Board Borrow money by way of loan and/or issue and allot bonds/notes denominated in one or more foreign currencies in international markets for the purpose of refinancing the existing debt, capital expenditure, general corporate purposes, including working capital requirements and possible strategic investments within limits approved by the Board Provide corporate guarantee/performance guarantee by the Company within the limits approved by the Board Approve opening and operation of Investment Management Accounts with foreign banks and appoint them as agents, establishment of representative/sales offices in or outside India Carry out any other function as is mandated by the Board from time to time and/or enforced by any statutory notification, amendment or modification as may be applicable Other transactions or financial issues that the Board may desire to have them reviewed by the Finance Committee Delegate authorities from time to time to the executives/ authorised persons to implement the Committee’s decisions Review regularly and make recommendations about changes to the charter of the Committee.
Four meetings of the Finance Committee were held during the year. The details of meetings and attendance are given on page no. 131 of this Report.
Risk Management Committee.
Composition of the Committee.
The Risk Management Committee (RM Committee) was constituted by the Board on October 13, 2014 adhering to the requirements of the Companies Act, 2013 and Clause 49 of the Listing Agreement. The Committee’s prime responsibility is to implement and monitor the risk management plan and policy of the Company. The Committee’s constitution meets with the requirements of Clause 49 of the Listing Agreement.
Role and Responsibilities of the Committee includes the following:
Framing of Risk Management Plan and Policy Overseeing implementation of Risk Management Plan and Policy Monitoring of Risk Management Plan and Policy Validating the process of risk management Validating the procedure for Risk Minimisation Periodically reviewing and evaluating the Risk Management Policy and practices with respect to risk assessment and risk management processes Continually obtaining reasonable assurance from management that all known and emerging risks have been identified and mitigated or managed Performing such other functions as may be necessary or appropriate for the performance of its oversight function.
One meeting of the Committee was held during the year and the details of meeting and attendance are given on page no. 131 of this Report.
Directors’ Remuneration.
The Company’s Remuneration Policy for Directors, Key Managerial Personnel and other employees is annexed as Annexure IIIB to the Directors’ Report. Further, the Company has devised a Policy for performance evaluation of Independent Directors, Board, Committees and other individual Directors.
The Company’s remuneration policy is directed towards rewarding performance based on review of achievements periodically. The remuneration policy is in consonance with the existing industry practice.
Remuneration paid to the Chairman and Managing Director and Whole-time Directors during 2014-15:
The Chairman and Managing Director’s compensation has been set at ` 15 crore as against ` 38.86 crore as approved, reflecting his desire to continue to set a personal example for moderation in managerial compensation levels.
Performance criteria for two Executive Directors, entitled for Performance Linked Incentive (PLI), are determined by the Human Resources, Nomination and Remuneration Committee.
The tenure of office of the Managing Director and Wholetime Directors is for five years from their respective dates of appointments, and can be terminated by either party by giving three months notice in writing. There is no separate provision for payment of severance fees.
Sitting fee and commission paid on net profit to Non - Executive Directors:
During the year, the Company paid ` 0.36 crore as professional fees to M/s. Kanga & Co., a firm in which the Company’s Director, Shri Mansingh L. Bhakta, is a partner. There were no other pecuniary relationships or transactions of Non-Executive Directors vis-à-vis the Company. The Company has not granted any stock option to any of its Non-Executive Directors.
Subsidiary Companies’ Monitoring Framework.
All subsidiary companies are Board managed with their Boards having the rights and obligations to manage such companies in the best interest of their stakeholders. The Company does not have any material unlisted subsidiary, and hence, is not required to nominate an Independent Director of the Company on the Board of any subsidiary. The Company monitors performance of subsidiary companies, inter alia, by the following means:
Financial statements, in particular investments made by unlisted subsidiary companies, are reviewed quarterly by the Company’s Audit Committee. Minutes of Board meetings of unlisted subsidiary companies are placed before the Company’s Board regularly. A statement containing all significant transactions and arrangements entered into by unlisted subsidiary companies is placed before the Company’s Board.
Prof. Dipak C. Jain and Shri Adil Zainulbhai, the Company’s Independent Directors have been appointed as Independent Directors on the Board of Reliance Retail Ventures Limited and Reliance Jio Infocomm Limited, subsidiaries of the Company.
During the preceding three years, the Company’s Annual General Meetings were held at Birla Matushri Sabhagar, 19, New Marine Lines, Mumbai - 400020.
The date and time of Annual General Meetings held during last three years, and the special resolution(s) passed thereat, are as follows:
Special Resolution(s) passed through Postal Ballot.
During the year, the members of the Company have approved amendment in the Objects Clause of the Memorandum of Association of the Company by passing a Special Resolution through postal ballot effective March 28, 2015.
The Board had appointed Shri Ketan Vora, a Practicing Chartered Accountant, Partner, Deloitte Haskins & Sells LLP, Mumbai as a Scrutinizer to conduct the postal ballot voting process in a fair and transparent manner.
The details of the voting pattern in respect of Special Resolution passed for alteration of the Object Clause of the Memorandum of Association was as under:
There is no immediate proposal for passing any resolution through Postal Ballot. None of the businesses proposed to be transacted at the ensuing Annual General Meeting require passing a resolution through Postal Ballot.
Disclosures on materially significant related party transactions, i. e. the Company’s transactions that are of material nature, with its Promoters, Directors and the management, their relatives or subsidiaries, among others that may have potential conflict with the Company’s interests at large.
During the period under review, the Company had not entered into any material transaction with any of its related parties.
None of the transactions with any of related parties were in conflict with the Company’s interest. Attention of members is drawn to the disclosure of transactions with related parties set out in Note No. 32 of Standalone Financial Statements, forming part of the Annual Report.
The Company’s major related party transactions are generally with its subsidiaries and associates. The related party transactions are entered into based on considerations of various business exigencies, such as synergy in operations, sectoral specialization and the Company’s long-term strategy for sectoral investments, optimization of market share, profitability, legal requirements, liquidity and capital resources of subsidiaries and associates.
All related party transactions are negotiated on an armslength basis, and are intended to further the Company’s interests.
Details of non-compliance by the Company, penalties, strictures imposed on the Company by Stock Exchange or SEBI, or any statutory authority, on any matter related to capital markets, during the last three years.
During the last three years, SEBI had issued a Show Cause Notice in connection with the alleged nondisclosure of the diluted Earnings Per Share in the filing with Stock Exchanges in respect of warrants issued in April, 2007. The Adjudicating Officer of SEBI imposed an aggregate monetary penalty of ` 13 crore. The Company has challenged this order before the Hon’ble Securities Appellate Tribunal.
Whistle Blower policy.
The Company promotes ethical behaviour in all its business activities and has put in place a mechanism for reporting illegal or unethical behaviour. The Company has a Vigil mechanism and Whistle blower policy under which the employees are free to report violations of applicable laws and regulations and the Code of Conduct. The reportable matters may be disclosed to the Ethics and Compliance Task Force which operates under the supervision of the Audit Committee. Employees may also report to the Chairman of the Audit Committee. During the year under review, no employee was denied access to the Audit Committee.
Means of Communication.
Quarterly results: The Company’s quarterly results are published in ‘Financial Express’/‘Indian Express’ and ‘Navshakti’, and are displayed on its website (ril).
News releases, presentations, among others: Official news releases and official media releases are sent to Stock Exchanges.
Presentations to institutional investors / analysts: Detailed presentations are made to institutional investors and financial analysts on the Company’s unaudited quarterly as well as audited annual financial results. These presentations are also uploaded on the Company’s website (ril).
Website: The Company’s website (ril) contains a separate dedicated section ‘Investor Relations’ where shareholders’ information is available. The Company’s Annual Report is also available in a user-friendly and downloadable form.
Annual Report: The Annual Report containing, inter alia , Audited Financial Statement, Consolidated Financial Statements, Directors’ Report, Auditors’ Report and other important information is circulated to members and others entitled thereto. The Management’s Discussion and Analysis (MD&A) Report forms part of the Annual Report and is displayed on the Company’s website (ril).
Chairman’s Communiqué: The printed copy of the Chairman’s speech is distributed to shareholders at Annual General Meetings. The document is also placed on the Company’s website (ril) and sent to Stock Exchanges.
Reminder to Investors: Reminders for unclaimed shares, unpaid dividend/unpaid interest or redemption amount on debentures are sent to shareholders/debenture holders as per records every year.
Corporate Filing and Dissemination System (CFDS): The CFDS portal jointly owned, managed and maintained by BSE and NSE is a single source to view information filed by listed companies. All disclosures and communications to BSE and NSE are filed electronically through the CFDS portal. In particular, the Company informs BSE and NSE all price sensitive matters or such other matters which in its opinion are material and of relevance to the members.
NSE Electronic Application Processing System (NEAPS): The NEAPS is a web-based application designed by NSE for corporates. All periodical compliance filings like shareholding pattern, corporate governance report, media releases, among others are filed electronically on NEAPS.
bse corporate compliance & listing centre (the ’listing centre‘): bse’s listing centre is a web-based application designed for corporates. all periodical compliance filings like shareholding pattern, corporate governance report, media releases, among others are also filed electronically on the listing centre.
SEBI Complaints Redress System (SCORES): The investor complaints are processed in a centralised web-based complaints redress system. The salient features of this system are: Centralised database of all complaints, online upload of Action Taken Reports (ATRs) by concerned companies and online viewing by investors of actions taken on the complaint and its current status.
Designated Exclusive email-id: The Company has designated the following email-ids exclusively for investor servicing:
Shareholders’ Feedback Survey: The Company had sent feedback forms seeking shareholders’ views on various matters relating to investor services and Annual Report 2013-14. The feedback received from shareholders was placed before the Stakeholders’ Relationship Committee.
General Shareholder Information.
Company Registration Details.
The Company is registered in the State of Maharashtra, India. The Corporate Identification Number (CIN) allotted to the Company by the Ministry of Corporate Affairs (MCA) is L17110MH1973PLC019786.
(Day, Date, Time and Venue) Friday, June 12, 2015 at 11.00 a. m. Birla Matushri Sabhagar, 19, New Marine Lines, Mumbai 400 020.
April 1 to March 31.
Financial Calendar (tentative)
Results for the quarter ending.
June 30, 2015 - Fourth week of July, 2015.
September 30, 2015 - Third week of October, 2015.
December 31, 2015 - Fourth week of January, 2016.
March 31, 2016 - Fourth week of April, 2016.
Annual General Meeting - June, 2016.
Tuesday, May 12, 2015 to Friday, May 15, 2015 (both days inclusive) for payment of dividend.
Credit/dispatch of dividend warrants between June 13, 2015 and June 19, 2015.
Listing on Stock Exchanges.
Phiroze Jeejeebhoy Towers, Dalal Street, Mumbai 400 001 Scrip Code 500325.
Bolsa Nacional de Valores da Índia Limited (NSE)
‘‘Exchange Plaza”, Bandra-Kurla Complex, Bandra (E), Mumbai 400 051 Trading Symbol - RELIANCE EQ ISIN : INE002A01018.
Global Depository Receipts (GDRs)
Luxembourg Stock Exchange, 11, Avenue de la Porte-Neuve, L – 2227, Luxembourg.
Also traded on International Order Book System (London Stock Exchange) and PORTAL System (NASD, USA) Trading Symbol RILYP, CUSIP 759470107.
The Bank of New York Mellon Corporation 101, Barclay Street, New York, NY 10286 USA.
ICICI Bank Limited, Empire Complex, E7/F7, 1st Floor, 414, Senapati Bapat Marg, Lower Parel, Mumbai 400 013.
The Wholesale Debt Market (WDM) Segment of BSE and NSE.
Axis Bank Limited Axis House, C-2, Wadia International Centre, Pandurang Budhkar Marg, Worli, Mumbai 400 025.
Axis Trustee Services Limited Axis House, 2nd Floor, Wadia International Centre, Pandurang Budhkar Marg, Worli, Mumbai 400 025.
Annual listing fee for the year 2015-16 has been paid by the Company to BSE and NSE. Annual maintenance and listing agency fee for the calendar year 2015 has been paid by the Company to the Luxembourg Stock Exchange.
Payment of Depository Fees.
Annual Custody/Issuer fee for the year 2015-16 will be paid by the Company to NSDL and CDSL on receipt of the invoices.
Stock Market Price Data.
Share Price Performance in comparison to broad based indices – BSE Sensex and NSE Nifty as on March 31, 2015.
Registrars and Transfer Agents.
Karvy Computershare Private Limited Karvy Selenium Tower B, 6th Floor Plot 31-32, Gachibowli, Financial District. Nanakramguda, Hyderabad – 500 032 Tel: +91-40-67161700 Toll Free No.: 1-800-4258-998; Fax: +91-40-23114087 e-mail: rilinvestor@karvy Website: karvy (Address changed w. e.f. April 14, 2015)
List of Investor Service Centres of Karvy Computershare Private Limited is available on the Company’s website ril.
Share Transfer System.
Share transfers are processed and share certificates duly endorsed are delivered within a period of seven days from the date of receipt, subject to documents being valid and complete in all respects. The Board has delegated the authority for approving transfer, transmission, etc. of the Company’s securities to the Managing Director and/or Company Secretary. A summary of transfer/transmission of securities of the Company so approved by the Managing Director/Company Secretary is placed at every Board meeting / Stakeholders’ Relationship Committee. The Company obtains from a Company Secretary in Practice half-yearly certificate of compliance with the share transfer formalities as required under Clause 47(c) of the Listing Agreement and files a copy of the said certificate with Stock Exchanges.
Distribution of Shareholding as on March 31, 2015.
Shareholding Pattern by Size as on March 31, 2015.
Build-up of Equity Share Capital.
Corporate Benefits to Investors.
Dividend Declared for the last 10 Years.
Shares issued on Demerger.
Consequent upon the demerger of the coal based, gas based, financial services and telecommunications undertakings/businesses of the Company in December, 2005, the shareholders of the Company were allotted equity shares of the four companies, namely, Reliance Energy Ventures Limited (REVL), Reliance Natural Resources Limited (RNRL), Reliance Capital Ventures Limited (RCVL) and Reliance Communication Ventures Limited (RCoVL) in the ratio of one equity share of each of the companies for every equity share held by shareholders except specified shareholders, in Reliance Industries Limited, as on the record date fixed for the purpose.
Accordingly, 122,31,30,422 equity shares each of REVL, RNRL, RCVL and RCoVL were allotted on January 27, 2006.
Dematerialisation of Shares.
97.81% of Company’s paid-up Equity Share Capital has been dematerialised up to March 31, 2015 (97.70% up to March 31, 2014). Trading in Equity Shares of the Company is permitted only in dematerialised form.
The Company’s Equity Shares are among the most liquid and actively traded shares on the Indian Stock Exchanges. RIL shares consistently rank among the top few frequently traded shares, both in terms of the number of shares traded, as well as value.
Relevant data for the average daily turnover for the financial year 2014-15 is given below:
Outstanding GDRs / Warrants and Convertible Bonds, Conversion Date and likely impact on equity.
Outstanding GDRs as on March 31, 2015 represent 10 44 04 190 equity shares constituting 3.23% of Company’s paid-up Equity Share Capital. Each GDR represents two underlying equity shares in the Company. GDR is not a specific time-bound instrument and can be surrendered at any time and converted into the underlying equity shares in the Company. The shares so released in favour of the investors upon surrender of GDRs can either be held by investors concerned in their name or sold off in the Indian secondary markets for cash. To the extent of shares so sold in Indian markets, GDRs can be reissued under the available head room.
RIL GDR Programme - Important Information.
RIL GDRs are listed at the Luxembourg Stock Exchange. GDRs are traded on the International Order Book (IOB) of London Stock Exchange. GDRs are also traded amongst Qualified Institutional Investors in the Portal System of NASD, USA.
RIL GDRs are exempted securities under US Securities Law. RIL GDR program has been established under Rule 144A and Regulation S of the US Securities Act, 1933. Reporting is done under the exempted route of Rule 12g3-2(b) under the US Securities Exchange Act, 1934.
The Bank of New York Mellon is the Depository and ICICI Bank Limited is the Custodian of all the Equity Shares underlying the GDRs issued by the Company.
Opções de ações do empregado.
The information on Options granted by the Company during the financial year 2014-15 and other particulars with regard to Employees’ Stock Options are set out under Annexure IV to the Directors’ Report.
Refining & Marketing.
Village Meghpar/Padana, Taluka Lalpur, Jamnagar - 361 280, Gujarat, India.
Village Meghpar/Padana, Taluka Lalpur, Jamnagar - 361 280, Gujarat, India.
Allahabad Manufacturing Division.
A/10-A/27, UPSIDC Industrial Area, P. O. T.S. L. Allahabad - 211 010, Uttar Pradesh, India.
Barabanki Manufacturing Division.
Dewa Road, P. O. Somaiya Nagar, Barabanki - 225 123, Uttar Pradesh, India.
Dahej Manufacturing Divisionn.
P. O. Dahej - 392 130, Taluka: Vagra, District Bharuch, Gujarat, India.
Hazira Manufacturing Division.
Village Mora, P. O. Bhatha, Surat-Hazira Road, Surat - 394 510, Gujarat, India.
Hoshiarpur Manufacturing Division.
Dharamshala Road, V. P.O. Chohal, District Hoshiarpur - 146 024, Punjab, India.
Nagothane Manufacturing Division.
P. O. Petrochemicals Township, Nagothane - 402 125, Roha Taluka, District Raigad, Maharashtra, India.
Nagpur Manufacturing Division.
Village: Dahali, Mouda, Ramtek Road, Tehsil Mouda – 441 104, District Nagpur, Maharashtra, India.
Patalganga Manufacturing Division.
B-1 to B-5 & A3, MIDC Industrial Area, P. O. Rasayani, Patalganga – 410 220, District Raigad, Maharashtra, India.
Silvassa Manufacturing Division.
342, Kharadpada, P. O. Naroli – 396 235, Union Territory of Dadra and Nagar Haveli, India.
Vadodara Manufacturing Division.
P. O. Petrochemicals, Vadodara - 391 346, Gujarat, India.
Village Gadimoga, Tallarevu Mandal, East Godavari District Gadimoga – 533 463, Andhra Pradesh, India.
Panna Mukta, Mid and South Tapti, NEC-OSN-97/2, KG-DWN-98/3, CY-DWN-2001/2, CB-ONN-2003/1, and GS-OSN-2000/1.
SP (West) – CBM – 2001/1, SP (East) – CBM – 2001/1.
Coal Bed Methane Project (CBM)
Village & PO: Lalpur, Tehsil: Burhar, District Shahdol, Madhya Pradesh - 484 110, India.
Naroda Manufacturing Division.
103/106, Naroda Industrial Estate, Naroda, Ahmedabad - 382 330, Gujarat, India.
Address for Correspondence.
For Shares/Debentures held in Physical form Karvy Computershare Private Limited Karvy Selenium Tower B, 6th Floor Plot 31-32, Gachibowli, Financial District. Nanakramguda, Hyderabad – 500 032 Tel: +91-40-67161700 Toll Free No.: 1-800-4258-998; Fax: +91-40-23114087 e-mail: rilinvestor@karvy Website: karvy (Address changed w. e.f. April 14, 2015)
For Shares/Debentures held in Demat form Investors’ concerned Depository Participant(s) and /or Karvy Computershare Private Limited.
Any query on the Annual Report.
Shri A. Anjeneyan Senior Vice President, Corporate Secretarial Reliance Industries Limited, 3rd Floor, Maker Chambers IV, 222, Nariman Point, Mumbai 400 021. e-mail: investor_relations@ril.
Transfer of unpaid/unclaimed amounts to Investor Education and Protection Fund.
During the year under review, the Company has credited ` 9.89 crore to the Investor Education and Protection Fund (IEPF) pursuant to Section 205C of the Companies Act, 1956 read with the Investor Education and Protection Fund (Awareness and Protection of Investors) Rules, 2001.
The cumulative amount transferred to IEPF up to March 31, 2015 is ` 118.33 crore.
Pursuant to the provisions of Investor Education and Protection Fund (Uploading of information regarding unpaid and unclaimed amounts lying with companies) Rules, 2012, the Company has uploaded the details of unpaid and unclaimed amounts lying with the Company as on June 18, 2014 (date of last Annual General Meeting) on the Company’s website (ril) and on the website of the Ministry of Corporate Affairs.
Equity Shares in the Suspense Account In terms of Clause 5A(I) and Clause 5A(II) of the Listing Agreement, the Company reports the following details in respect of equity shares lying in the suspense accounts which were issued in demat form and physical form, respectively:
The voting rights on the shares in the suspense accounts as on March 31, 2015 shall remain frozen till the rightful owners of such shares claim the shares.
Certificate from the Company’s Auditors, M/s. Chaturvedi & Shah, Deloitte Haskins & Sells LLP and M/s. Rajendra & Co., confirming compliance with conditions of Corporate Governance as stipulated under Clause 49 of the Listing Agreement, is attached to this Report.
The Company has complied with all mandatory requirements of Clause 49 of the Listing Agreement. The Company has adopted following non-mandatory requirements of Clause 49 of the Listing Agreement:
Communication to Shareholders.
Half-yearly reports covering financial results were sent to members at their registered addresses.
Audit Qualification.
The Company is in the regime of unqualified financial statements.
Reporting of Internal Auditor.
The Internal Auditor directly reports to the Audit Committee.
The Chairman and Managing Director and the Chief Financial Officer of the Company give annual certification on financial reporting and internal controls to the Board in terms of Clause 49 of the Listing Agreement. The Chairman and Managing Director and the Chief Financial Officer also give quarterly certification on financial results while placing the financial results before the Board in terms of Clause 41 of the Listing Agreement. The annual certificate given by the Chairman and Managing Director and the Chief Financial Officer is published in this Report.
Certificate on Compliance with Code of Conduct.
I hereby confirm that the Company has obtained from all the members of the Board and Management Personnel, affirmation that they have complied with the Code of Conduct for the financial year 2014-15.
Presidente & amp; Diretor Geral.
Mumbai April 17, 2015.
To, The Board of Directors Reliance Industries Limited.
We have reviewed financial statements and the cash flow statement of Reliance Industries Limited for the year ended 31st March, 2015 and to the best of our knowledge and belief: these statements do not contain any materially untrue statement or omit any material fact or contain statements that might be misleading; these statements together present a true and fair view of the Company’s affairs and are in compliance with existing accounting standards, applicable laws and regulations. There are, to the best of our knowledge and belief, no transactions entered into by the Company during the year which are fraudulent, illegal or violative of the Company’s Code of Conduct. We accept responsibility for establishing and maintaining internal controls for financial reporting and we have evaluated the effectiveness of Company’s internal control systems pertaining to financial reporting. We have not come across any reportable deficiencies in the design or operation of such internal controls. We have indicated to the Auditors and the Audit Committee: that there are no significant changes in internal control over financial reporting during the year; that there are no significant changes in accounting policies during the year; and that there are no instances of significant fraud of which we have become aware.
(Alok Agarwal) Chief Financial Officer.
(Srikanth Venkatachari) Joint Chief Financial Officer.
(Mukesh D. Ambani) Chairman and Managing Director.
Reliance Industries Limited.
We have examined the compliance of conditions of Corporate Governance by Reliance Industries Limited, for the year ended on 31st March 2015, as stipulated in Clause 49 of the Listing Agreement of the said Company with stock exchanges.
The compliance of conditions of Corporate Governance is the responsibility of the Management. Our examination has been limited to a review of the procedures and implementation thereof adopted by the Company for ensuring compliance with the conditions of the Corporate Governance as stipulated in the said Clause. It is neither an audit nor an expression of opinion on the financial statements of the Company.
In our opinion and to the best of our information and according to the explanations given to us and based on the representations made by the Directors and the Management, we certify that the Company has complied with the conditions of Corporate Governance as stipulated in Clause 49 of the above-mentioned Listing Agreement.
We state that such compliance is neither an assurance as to future viability of the Company nor of the efficiency or effectiveness with which the management has conducted the affairs of the Company.
For Chaturvedi & Shah Chartered Accountants (Registration No. 101720W)
For Deloitte Haskins & Sells LLP Chartered Accountants (Registration No. 117366W/W-100018)
For Rajendra & Co. Chartered Accountants (Registration No. 108355W)
(D. Chaturvedi) Partner Membership No.: 5611.
(A. B. Jani) Partner Membership No.: 46488.
(A. R. Shah) Partner Membership No.: 47166.
Mumbai April 17, 2015.
Shri Mukesh D. Ambani (DIN 00001695) is a Chemical Engineer from Institute of Chemical Technology, Mumbai (earlier University Department of Chemical Technology, University of Mumbai). He has pursued MBA from Stanford University, USA.
Shri Mukesh D. Ambani has joined Reliance in 1981. He initiated Reliance’s backward integration journey from textiles into polyester fibres and further into petrochemicals, petroleum refining and going upstream into oil and gas exploration and production. He created several new world class manufacturing facilities involving diverse technologies that have raised Reliance’s petrochemicals manufacturing capacities from less than a million tonnes to about fourteen million tonnes per year. He is envisaging almost doubling these capacities to twenty seven million tonnes per annum within a short span.
Shri Mukesh D. Ambani led the creation of the world’s largest grassroots petroleum refinery at Jamnagar, India, with a capacity of 660,000 barrels per day (33 million tonnes per year) integrated with petrochemicals, power generation, port and related infrastructure. Further, he steered the setting up of another 580,000 barrels per day refinery next to the existing one in Jamnagar. With an aggregate refining capacity of 1.24 million barrels of oil per day at any single location in the world has transformed “Jamnagar” as the ‘Refining Hub of the World’.
In September 2008, when the first drop of crude oil flowed from the Krishna-Godavari basin, Shri Mukesh D. Ambani’s vision of energy security for India was being realized.
Shri Mukesh D. Ambani is steering Reliance’s development of infrastructure facilities and implementation of a pan - India organized retail network spanning multiple formats and supply chain infrastructure. Today, Reliance Retail is the largest retail player in the Country.
Shri Mukesh D. Ambani is also setting up one of the most complex 4G broadband wireless services in the world offering end to end solutions that address the entire value chain across various digital services in key domains of national interest such as Education, Healthcare, Security, Financial Services, Government-Citizen interfaces and Entertainment.
Shri Mukesh D. Ambani’s achievements have been acknowledged at several national and international levels. Over the years, some of the awards and recognition bestowed on him are:
Conferred an honorary Doctor of Science by Institute of Chemical Technology (ICT), Mumbai in February 2015 In 2014, he continues to be featured in the list of the ‘Most Powerful People in the World’ by Forbes magazine NDTV honored him as one of the 25 Greatest Global Living Legends Awarded as ‘Global Challenger’ by Boston Consulting Group in 2013 In 2013, he was conferred ‘Entrepreneur of the Decade’ by All India Management Association In 2010, awarded the Dean’s Medal by University of Pennsylvania Dean of the School of Engineering and Applied Science for his leadership in the application of Engineering and Technology In 2011, he was featured in the list of TIME 100 Most Influential People in the World In 2011, ranked the 5th best performing CEO in the World by the Harvard Business Review in its ranking of the top 50 global CEOs.
Shri Mukesh D. Ambani is a member of the Prime Minister’s Council on Trade and Industry, Government of India. He is the Chairman of Board of Governors, Pandit Deendayal Petroleum University, Gandhinagar.
Shri Mukesh D. Ambani is a Member of Millennium Development Goals (MDG) Advocacy Group (MDG Advocate) constituted by United Nations (UN), a Board member of the INTERPOL Foundation and a Member of The Foundation Board of World Economic Forum.
Shri Mukesh D. Ambani is a member of the Indo-US CEOs Forum, Chair of The British Asian Trust’s India Advisory Council, International Advisory Council of The Brookings, McKinsey & Company International Advisory Council, Global Advisory Council of Bank of America, Member of The Business Council and London School of Economics’ India Advisory Group.
Shri Mukesh D. Ambani is the Chairman of Reliance Jio Infocomm Limited and Reliance Retail Ventures Limited and a Director of Reliance Foundation and Reliance Europe Limited.
At RIL, he is Chairman of the Finance Committee.
He is Promoter of the Company and holds 36,15,846 shares of the Company in his name as on March 31, 2015.
Shri Nikhil R. Meswani (DIN 00001620) is a Chemical Engineer. He is the son of Shri Rasiklal Meswani, one of the Founder Directors of the Company.
He joined Reliance in 1986 and since July 01, 1988 he is a Whole-time Director designated as Executive Director on the Board of the Company.
He is primarily responsible for Petrochemicals Division and has contributed largely to Reliance to become a global leader in Petrochemicals. Earlier, he handled refinery business between 1997 and 2005. He was also responsible for integration of IPCL with Reliance businesses. In addition, he continues to shoulder several other corporate responsibilities such as Corporate Affairs and Group’s taxation policies. He also takes keen interest in IPL cricket franchise “Mumbai Indians”.
He was the President of Association of Synthetic Fibre Industry and was also the youngest Chairman of Asian Chemical Fibre Industries Federation. He is also a member of managing committee of Federation of Indian Export Organisations set up by Ministry of Commerce.
He was named Young Global Leader by the World Economic Forum in 2005 and continues to actively participate in the activities of the Forum.
He is also a member of the Young Presidents’ Organisation.
He was honoured by the Institute of Economic Studies, Ministry of Commerce & Industry, the Textile Association (India), Ministry of Textiles. He is also a distinguished Alumnus of the University Institute of Chemical Technology (UICT), Mumbai.
He is currently ranked fourth among Top 40 Global Power Players in chemical industry as per ICIS – leading chemical industry magazine.
He is a member of the Corporate Social Responsibility and Governance Committee, the Finance Committee and the Stakeholders’ Relationship Committee of the Company.
He is a Director of Reliance Commercial Dealers Limited and Chairman of its Audit Committee and Nomination and Remuneration Committee.
He holds 4,18,374 shares of the Company in his name as on March 31, 2015.
Shri Hital R. Meswani (DIN 00001623) graduated with Honours in the Management & Technology programme from the University of Pennsylvania, U. S.A. where he received a Bachelor of Science Degree in Chemical Engineering from the School of Engineering and Applied Sciences and a Bachelor of Science Degree in Economics from the Wharton Business School.
He joined Reliance Industries Limited in 1990. He is on the Board of the Company as Whole-time Director designated as Executive Director since August 04, 1995, with overall responsibility of the Petroleum Refining Business and all Manufacturing, Research & Technology and Project Execution activities of the group.
He is a member of the Finance Committee, Stakeholders’ Relationship Committee, Risk Management Committee and Chairman of the Health, Safety and Environment Committee of the Company.
He is a Director of Reliance Industrial Investments and Holdings Limited and Reliance Commercial Dealers Limited. He is a member of the Audit Committee and Nomination and Remuneration Committee of Reliance Commercial Dealers Limited.
He has been instrumental in the execution of several mega projects of the group including the Hazira Petrochemicals complex and the world’s largest Refinery complex at Jamnagar.
He has been awarded an Honorary Fellowship by IChemE (Institution of Chemical Engineers – the International Professional body for Chemical, Biochemical and Process Engineers) in recognition of his contribution to the process industries.
He is the recipient of The 2011 D. Robert Yarnall Award from The Engineering Alumni Society of the University of Pennsylvania.
He was also conferred the Honorary CEPM-PMA Fellowship Award for Project Management Excellence.
He holds 3,51,886 shares of the Company in his name as on March 31, 2015.
Shri P. M.S. Prasad (DIN 00012144) is a Whole-time Director designated as Executive Director of the Company since August 21, 2009.
He has been with the Company for about 34 years. Over the years, he has held various senior positions in the Fibres, Petrochemicals, Refining & Marketing and Exploration & Production Businesses of the Company.
He holds Bachelor’s degrees in Science and Engineering.
He was awarded an honorary doctorate degree by the University of Petroleum Engineering Studies, Dehradun in recognition of his outstanding contribution to the Petroleum sector. He has been conferred the Energy Executive of the Year 2008 award by Petroleum Economist in recognition of his leadership.
He is on the Board of Governors of the University of Petroleum & Energy Studies, India.
He is a member of the Health, Safety and Environment Committee and Risk Management Committee of the Company.
He is a Director of Reliance Commercial Dealers Limited and is a member of its Audit Committee and Nomination and Remuneration Committee.
He holds 1,36,666 shares of the Company in his name as on March 31, 2015.
Shri Pawan Kumar Kapil (DIN 02460200) has been appointed as a Whole-time Director designated as Executive Director of the Company with effect from May 16, 2010.
He holds Bachelor’s degree in Chemical Engineering and has a rich experience of more than four decades in the Petroleum Refining Industry.
He joined Reliance in 1996 and led the commissioning and start-up of the Jamnagar complex. He was associated with this project since conception right through Design, Engineering, Construction and Commissioning. He also led the commissioning of the manufacturing operations in the Special Economic Zone (SEZ) at Jamnagar by Reliance.
He started his career in 1966 with the Indian Oil Corporation. In the initial years he worked in various capacities in Operations, Technical Services and startup/ commissioning of various Refinery Process Units/ facilities in Barauni and Gujarat Refineries. Being a person with a strong penchant for analytical work and high technology skills, he was chosen to head the Central Technical Services Department at the Corporate Office of Indian Oil Corporation. Here he did extensive work in ‘expansion of the existing refineries’, ‘energy optimisation’, ‘debottlenecking studies’ and ‘long range planning’.
Then he moved to Mathura Refinery as the head of Refinery Operations. From Mathura he was picked up to become the Director (Technical) of Oil Coordination Committee (OCC) - the ‘Think Tank’ of the Ministry of Petroleum, the Government of India. He has travelled extensively and has been to USA, Russia, the Middle East, Europe and the Far East in connection with refinery design, technology selection, crude sourcing, etc. Having served for 28 years in Indian Oil Corporation and OCC in various capacities, he rose to the position of Executive Director and spearheaded the setting up of Panipat Refinery for the Indian Oil Corporation.
He has been the Site President of the Jamnagar complex of the Company from 2001 to 2010. He is currently heading Group Manufacturing Services (GMS) since 2011 and working towards achieving excellence in the areas of HSE, Technology, Reliability and Operations of all Manufacturing Sites covering Refineries, Petrochemicals and Polyester Plants of the Company. Under his able leadership, in 2005, the Jamnagar Refinery became the first Asian Refinery to be declared the ‘Best Refinery in the world’, at the ‘World Refining & Fuel Conference’ at San Francisco, USA. Both Refineries have bagged many national and international awards for Excellence in Safety performance, Energy conservation & Environment management, including the ‘Golden Peacock Global Award for Sustainability for the year 2010’.
In recognition of his excellent achievements, the CHEMTECH Foundation had conferred on him the “Outstanding Achievement Award for Oil Refining” in 2008. He is also a Member of the Research Council of the Indian Institute of Petroleum, Dehradun.
He is a member of the Health, Safety and Environment Committee of the Company.
He holds 8,000 shares of the Company in his name as on March 31, 2015.
Shri Mansingh L. Bhakta (DIN 00001963) is senior partner of Messers Kanga & Company, a leading firm of Advocates and Solicitors in Mumbai. He has been in practice for over 60 years and has vast experience in legal field and particularly on matters relating to corporate laws, banking and taxation.
He is a legal advisor to leading foreign and Indian companies and banks. He has also been associated with a large number of Euro issues made by Indian companies. He was the Chairman of the Taxation Law Standing Committee of LAWASIA, an Association of Lawyers of Asia and Pacific, which has its headquarters in Australia.
He is a Director of the Indian Merchant’s Chamber, Mumbai. He is the Lead Independent Director of the Company. During his long legal career, he has served as an Independent Director of a large number of leading corporates including Larsen & Toubro Limited, SKF (India) Limited, Kirloskar Oil Engines Limited, Arvind Limited and Bennett Coleman & Company Limited.
He is a recipient of Rotary Centennial Service Award for Professional Excellence from Rotary International. In its normal annual survey conducted by Asia Law Journal, Hong Kong, a leading International law journal, he has been nominated as one of ‘the Leading Lawyers of Asia 2011’ for sixth consecutive years. Recently, ‘Trans Asian Chamber of Commerce & Industry’ conferred on him the prestigious award of ‘The Pillar of Hindustaanee Society’ for the year 2014-15 in the field of ‘Ethical Law Practice’.
He holds 3,30,000 shares of the Company in his name as on March 31, 2015.
Shri Yogendra P. Trivedi (DIN 00001879) is practicing as senior advocate in Supreme Court. He was a member of the Rajya Sabha till April 02, 2014. He holds important positions in various fields’ viz. economics, profession, politics, commercial, education, medical field, sports and social service. He has received various Awards and medals for his contribution in various fields. He was a Director in Central Bank of India and Dena Bank, amongst many other reputed companies. He was the past President of the Indian Merchant’s Chamber and presently is a Member of the Managing Committee. He was on the Managing Committee of ASSOCHAM and the International Chamber of Commerce. He was the Hon’ Counsel of Republic of Ethiopia.
He is the Chairman of Sai Service Private Limited and Trivedi Consultants Private Limited. He is the Director of The Supreme Industries Limited, Zodiac Clothing Company Limited, New Consolidated Construction Company Limited, Emami Limited and Federation of Indian Automobile Association.
He is the Chairman of Indo African Chamber of Commerce. He was the President of the Cricket Club of India. He was the past President of the Western India Automobile Association. He is also Member of the Indian Merchant’s Chamber, All India Association of Industries, W. I.A. A. Club, B. C.A Club, Orient Club, Royal Bombay Yatch Club. He is also the Chairman of the Audit Committee, the Corporate Social Responsibility and Governance Committee and the Stakeholders’ Relationship Committee and Member of the Human Resources, Nomination and Remuneration Committee of the Company. He is a Member of the Audit Committee of Zodiac Clothing Company Limited.
He has been conferred Honorary Doctorate (HonorisCausa) by Fakir Mohan University, Balasore, Odisha.
He holds 27,984 shares of the Company in his name as on March 31, 2015.
Dr. Dharam Vir Kapur (DIN 00001982) is an honours Graduate in Electrical Engineering with wide experience in Power, Capital Goods, Chemicals and Petrochemicals Industries.
Dr. D. V. Kapur was the founding chairman-cum-managing director of the National Thermal Power Corporation (NTPC). He had an illustrious career in the government sector with a successful track record of building vibrant organisations and successful project implementation. In a meeting of the executive directors of the World Bank group, Dr. Kapur was once described as ‘a model manager’. Prior to NTPC, he also served at the Hirakud dam project, Punjab state electricity board, the Indian Railways, and Bharat Heavy Electricals Limited, in various positions.
He has been secretary to the government of India in the ministries of Power, Heavy Industry and Chemicals & Petrochemicals. His significant contributions as Secretary during 1980 to 1986 were introduction of new management practices and liberalization initiatives including authorship of “Broad Banding” and “Minimum Economic Sizes” in industrial licensing. Dr. Kapur was also member of various government committees including Arjun Sengupta Committee to Review Policy for Public Enterprises. Reports on “Utilization and Conservation of Energy” and “Perspective Planning of Petrochemical Industry” are still remembered as bibles of sorts for path breaking recommendations made under his chairmanship.
He was associated with a number of national institutions, including Indian Institute of Technology-Bombay as chairman of its board of governors for over ten years, National Productivity Council as its chairman, and as member of the board of governors of the Administrative Staff College of India and Indian Institute of Management - Lucknow. Jawaharlal Nehru Technological University conferred on him the degree of D. Sc. He is also the recipient of lifetime achievement awards and meritorious services awards from a number of prestigious organisations associated with energy and project management.
He is the Chairman (Emeritus) of Jacobs H&G (P) Limited. In addition to Reliance Industries Limited, Dr. Kapur is also a Director on the Boards of Honda Siel Power Products Limited, DLF Limited and other private limited companies. He has also been an independent director on the Board of Tata Chemicals Limited, Larsen and Toubro Limited and Ashok Leyland Limited. He was also founding Chairman of Reliance Power Limited. In addition to this, he has also chaired the boards of subsidiaries of multinational corporations, Jacobs Engineering Consultants (USA) and GKN plc (UK). He is a member of the Human Resources, Nomination and Remuneration Committee, the Corporate Social Responsibility and Governance Committee and the Health, Safety and Environment Committee of the Company. He is the Chairman of Audit Committee, Shareholders’/Investors’ Grievance Committee and Remuneration Committee of Honda Siel Power Products Limited. He is a member of Audit Committee and Equity Issuance Committee of DLF Limited. He is also the Chairman of Corporate Governance Committee and Shareholders’/Investor Grievance Committee of DLF Limited.
He holds 13,544 shares of the Company in his name as on March 31, 2015.
Prof. Ashok Misra (DIN 00006051) is a B. Tech. in Chemical Engineering from IIT Kanpur, M. S. in Chemical Engineering from the Tufts University and a Ph. D. in Polymer Science & Engineering from the University of Massachusetts. He has also completed the ‘Executive Development Programme’ and ‘Strategies for Improving Directors’ Effectiveness Programme’ at the Kellogg School of Management, Northwestern University.
He was the Director at the Indian Institute of Technology, Bombay from 2000 to 2008, where he made significant contribution taking the Institute to greater heights. During his tenure, the IIT Bombay was transformed into a leading Research & Development Institute, while at the same time maintaining its reputation as a leader in quality engineering education. Prior to this he was at IIT Delhi from 1977-2000 and at Monsanto Chemical Co. from 1974-1977. He is currently the Chairman-Emeritus - India, Intellectual Ventures. He is a Fellow of the National Academy of Sciences, India (President from 2006 to 2008); the Indian National Academy of Engineering, the Indian Institute of Chemical Engineers, the Indian Plastics Institute and the Maharashtra Academy of Sciences. He is the Founder President of the Polymer Processing Academy, the former President of the Society of Polymer Science, India and founder President of IIT Alumni Centre, Bengaluru.
He is an Independent Director on the Board of Jubilant Life Sciences Limited. He is a member of Audit Committee, Sustainability and CSR Committee and Stakeholders Relationship Committee of Jubilant Life Sciences Limited. He is the Chairman of the Board of Governors of IIT Roorkee, member of Board of Governors, IIT, Delhi and a member of the Central Advisory Board of Education of MHRD.
He is a member of the Stakeholders’ Relationship Committee of the Company and a Member of the Investment Committee for Aditya Birla Private Equity – Sunrise Fund. He was on the Board of National Thermal Power Corporation Limited for 6 years. He is/has been on the Boards or Councils of several national and international institutions. He has received several awards including the Distinguished Alumnus Awards from all his alma maters – IIT Kanpur, Tufts University and University of Massachusetts. He was awarded the Distinguished Service Award by IIT Delhi during its Golden Jubilee in 2011. He has co-authored a book on Polymers, was awarded 6 patents and has over 150 international publications. He is on the editorial board of several scientific journals.
He holds 2,300 shares of the Company in his name as on March 31, 2015.
Prof. Dipak C. Jain (DIN 00228513) has a M. S. in Mathematical Statistics from Guwahati University, India and a Ph. D. in Marketing from the University of Texas at Dellas, United States of America. Prof. Jain is a distinguished teacher and scholar. He had been Dean of the Kellogg School of Management, Northwestern University, Evanston, Illinois, United States of America from 2001 to 2009 and an Associate Dean from 1996 to 2001. Currently, he is a Chaired Professor of Marketing at INSEAD, a leading business school with three campuses at Fontainebleau (Paris), France, Singapore and Abu Dhabi. He has served as the Dean of INSEAD from 2011- 13. He is a Director of Sasin Graduate Institute of Business Administration of Chulalongkorn University, Bangkok (Thailand). He has more than 30 years of experience in management education. He has published several articles in international journals on marketing and allied subjects.
His academic honors include the Sidney Levy Award for Excellence in Teaching in 1995; the John D. C. Little Best Paper Award in 1991; Kraft Research Professorships in 1989-90 and 1990-91; the Beatrice Research Professorship in 1987-88; the Outstanding Educator Award from the State of Assam in India in 1982; Gold Medal for the Best Post - Graduate of the Year from Guwahati University in India in 1978; Gold Medal for the Best Graduate of the Year from Darrang College in Assam in India in 1976; Gold Medal from Jaycees International in 1976; the Youth Merit Award from Rotary International in 1976; and the Jawaharlal Nehru Merit Award, the Government of India in 1976.
He is a Director of John Deere & Company, United States of America, Global Logistic Properties, Singapore and Northern Trust Bank, United States of America. He is also a Director of Reliance Retail Ventures Limited, Reliance Jio Infocomm Limited and HT Global Education. He is a member of Audit Committee, Corporate Social Responsibility Committee and Nomination and Remuneration Committee of Reliance Retail Ventures Limited and also a member of Nomination and Remuneration Committee and Audit Committee of Reliance Jio Infocomm Limited.
He does not hold any shares of the Company in his name as on March 31, 2015.
Dr. Raghunath A. Mashelkar, (DIN 00074119) National Research Professor, is presently also the President of Global Research Alliance, a network of publicly funded R&D Institutes from Asia-Pacific, Europe and USA with over 60,000 scientists.
Dr. Mashelkar served as the Director General of Council of Scientific and Industrial Research (CSIR), with thirtyeight laboratories and about 20,000 employees for over eleven years. He was also the President of Indian National Science Academy and President of Institution of Chemical Engineers (UK).
Dr. Mashelkar is on the Board of Directors of several other reputed companies such as Tata Motors Limited, Thermax Limited, Piramal Enterprises Limited, KPIT Technologies Limited, TAL Manufacturing Solutions Limited and several other private limited companies. He is Chairman of the Safety, Health and Environment Committee as well as Corporate Social Responsibility Committee of Tata Motors Limited. He is a member of the Audit Committee and Nomination & Remuneration Committee of Tata Motors Limited and TAL Manufacturing Solutions Limited. He is also member of Audit Committee of Piramal Enterprises Limited.
Dr. Mashelkar is a member of the Audit Committee, the Human Resources, Nomination and Remuneration Committee and the Corporate Social Responsibility and Governance Committee of the Company.
Dr. Mashelkar is only the third Indian engineer to have been elected (1998) as Fellow of Royal Society (FRS), London in the twentieth century. He was elected Foreign Associate of National Academy of Science (USA) in 2005, Associate Foreign Member, American Academy of Arts & Sciences (2011); Foreign Fellow of US National Academy of Engineering (2003); Fellow of Royal Academy of Engineering, U. K. (1996), Foreign Fellow of Australian Technological Science and Engineering Academy (2008) and Fellow of World Academy of Art & Science, USA (2000).
In August 1997, Business India named Dr. Mashelkar as being among the 50 path-breakers in the post - Independent India. In 1998, Dr. Mashelkar won the JRD Tata Corporate Leadership Award, the first scientist to win it. In June, 1999, Business India did a cover story on Dr. Mashelkar as “CEO OF CSIR Inc.”, a dream that he himself had articulated, when he took over as DG, CSIR in July 1995. On November 16, 2005, he received the Business Week (USA) award of ‘Stars of Asia’ at the hands of George Bush (Sr.), the former President of USA. He was the first Asian Scientist to receive it.
Deeply connected with the innovation movement in India, Dr. Mashelkar is currently the Chairman of India’s National Innovation Foundation, Reliance Innovation Council, Thermax Innovation Council, KPIT Technology Innovation Council and Marico Innovation Foundation.
Thirty three universities have honored him with honorary doctorates, which include Universities of London, Salford, Swinburne, Pretoria, Wisconsin and Delhi.
The President of India honoured Dr. Mashelkar with Padmashri (1991), with Padmabhushan (2000) and with Padma Vibhushan (2014), which are three of the highest civilian honours in recognition of his contribution to nation building.
He does not hold any shares of the Company in his name as on March 31, 2015.
Shri Adil Zainulbhai (DIN 06646490) is currently Chairman of Quality Council of India, He retired as Chairman of McKinsey, India after 34 years at McKinsey, the last 10 of which were in India. Prior to returning to India, he led the Washington office of McKinsey and founded the Minneapolis office.
Shri Adil has worked directly with the CEOs and promoters of some of the major companies in India and globally – private companies, MNCs and PSUs.
Shri Adil has been working with several parts of the government also and led efforts around urbanization, inclusive growth and energy.
Shri Adil has co-edited the book, ‘Reimagining India’ which featured 60 authors including prominent businessmen, academicians, economists, authors and journalists. The book has been #1 in non-fiction in India on its release and #2 on Amazon’s International Business List in the US.
Shri Adil grew up in Bombay and graduated in Mechanical Engineering from the Indian Institute of Technology. He also has an M. B.A. from Harvard Business School.
Shri Adil is very active in community, social causes and education. He is a Board member of Saifee Hospital, Board of Trustees at Saifee Burhani Upliftment Trust (redeveloping Bhendi Bazaar in Mumbai), Wockhardt Foundation, Piramal Swasthya. He was President of Harvard Business School Alumni Association of India and is on the Global Advisory Board of the Booth School of Business at University of Chicago.
Shri Adil is a Director of Harvard Business School Club of India, Network18 Media and Investments Limited, Reliance Jio Infocomm Limited, Cipla Limited, Reliance Retail Ventures Limited and Larsen and Toubro Limited. Shri Adil is a Board Member of McKinsey Investment Office, Washington. Shri Adil is Chairman of the Human Resources, Nomination and Remuneration Committee and Risk Management Committee and Member of the Audit Committee of the Company. He is Chairman of the Audit Committee, Nomination and Remuneration Committee, Stakeholders Relationship Committee and Corporate Social Responsibility Committee of Network18 Media and Investments Limited. He is also the Chairman of Audit Committee, Nomination and Remuneration Committee and Corporate Social Responsibility Committee of Reliance Jio Infocomm Limited and Reliance Retail Ventures Limited. He is a member of Audit Committee of Cipla Limited.
He does not hold any shares of the Company in his name as on March 31, 2015.
Smt. Nita M. Ambani (DIN 03115198) is a Commerce Graduate from Mumbai University and a Diploma holder in Early Childhood Education.
For over two decades, Smt. Nita M. Ambani has played a pivotal role in Reliance’s CSR initiatives and made a significant contribution to India’s social sector development. She is the Founder and Chairperson of Reliance Foundation, one of India’s foremost philanthropic institutions with a commitment to building an inclusive India. In accomplishing this vision, she has inspired and led the implementation of many path-breaking initiatives in education, health, rural transformation, urban renewal, environmental protection, disaster relief and rehabilitation, sports, arts, culture and heritage. Cumulatively, the Reliance Foundation has impacted the lives of over 4 million people in over 5,500 villages and various urban locations.
Smt. Nita M. Ambani was at the forefront of the ecological development of Reliance’s Jamnagar refinery site by implementing a greening plan covering 3.2 million trees over 2000 acres, which led to the annual rainfall in this area nearly doubling. She also designed and developed a world-class township for 5500 families in Jamnagar, setting new standards in the provision of urban facilities and in the quality of life of people. Under her leadership, the Reliance Foundation BIJ (Bharat-India Jodo), which aims to bridge the gap between rural India and urban India by catalyzing sustainable growth in the rural areas, has reached out to about 48,500 households in over 470 villages, across 12 states.
Smt. Nita M. Ambani exemplified her commitment to people’s welfare by leading the rescue and rehabilitation efforts in the 2001 Gujarat earthquake. In the aftermath of the natural calamities in Uttarakhand in 2013 and Jammu and Kashmir in 2014, she spearheaded the operation ‘Mission Rahat’. Reliance Foundation was one of the first organizations to deploy its team to some of the most inaccessible locations with a focus on providing prompt relief to the affected families and continues to impact their lives through long-term support by way of reconstruction of schools and homes.
Smt. Nita M. Ambani provides leadership to 13 schools that educate over 15,000 students. She is the Founder & Chairperson of Dhirubhai Ambani International School (DAIS), which just in a span of 12 years has emerged as a centre of excellence. In 2014, Education World ranked DAIS as the No. 1 International School in India for the 2nd consecutive year and the Hindustan Times has ranked it as the No. 1 School in Mumbai for 3 years in a row in 2012, 2013 and 2014. The Dhirubhai Ambani Scholarship Programme has reached out to over 10,000 scholars across India, with about 20% of them being specially-abled, enabling them to pursue higher education opportunities. Under her leadership, Reliance Foundation is planning to establish a world-class multi-disciplinary university, with cutting-edge research facilities.
Smt. Nita M. Ambani is the President of Sir H. N. Reliance Foundation Hospital and Research Centre, which was inaugurated by the Hon’ble Prime Minister of India Shri Narendra Modi in 2014. With state-of-the-art infrastructure facilities and technologies and a team of highly qualified and committed team of doctors, nurses and paramedical staff, the hospital aims to provide affordable international healthcare for all. Reliance Foundation’s Health for All initiative, which aims to provide affordable quality healthcare, has reached out to over 4 lakh people in Mumbai. She has recently joined the Board of MD Anderson Cancer Centre, USA, which is the world’s premier cancer centre with a mission to making cancer history. Smt. Nita M. Ambani is the first Indian and the second Asian to join the Board of MD Anderson. The Reliance Foundation Drishti launched by her in 2003 has completed over 14,000 corneal transplants across the country, and in 2012, it launched a registered international Braille newspaper in Hindi, which has now circulation across India and in 17 other countries.
Smt. Nita M. Ambani is the inspiring architect of the Mumbai Indians. The Mumbai Indians’ and Reliance Foundation’s ‘Education For All’ initiative led by her has impacted the lives of over 70,000 underprivileged children. She has been spearheading various sports for development initiatives that support children’s holistic development and also provide them various life skills. The Reliance Foundation Jr. NBA program, launched in 2013 in association with the National Basketball Association, has reached out to 1 million children across 1,000 schools in India. She is the Founder & Chairperson of Football Sports Development Limited that launched the Indian Super League (ISL) in 2014. With the overwhelming response of fans and football enthusiasts, ISL has been a groundbreaking success in its very first season itself and has emerged as the fourth largest football league in the world in terms of stadium attendance. She leads a grassroots football programme to identify and develop talent from all over India and it has reached out to over 500,000 children in the very first year. Thus, she plays a catalytic role in multiple sports.
Over the years, Smt. Nita M. Ambani has received many awards and honours. In 2013, Sri Chandrasekharendra Saraswathi Viswa Mahavidyalaya (SCSVMV University), Kanchipuram conferred on her the Honourary Doctoral Degree (D. Litt) in recognition of her multifarious contributions to the social sector. In 2015, the All India Management Association (AIMA) conferred on her the Entrepreneur of the Year award, for her visionary leadership in many path-breaking initiatives, positively impacting millions of lives.
Smt. Nita M. Ambani is a Director of EIH Limited.
She is a promoter and holds 33,98,146 shares of the company in her name as on march 31, 2015.
© Copyright 2015 - Reliance Industries Ltd. All Rights Reserved.

Accounting entries for cashless exercise of stock options

Kaya Limited was incorporated on March 27, 2003. Kaya Limited is a pioneer in specialized skin care and hair care and delivers customized services and products through a combination of qualified dermatologists and US-FDA approved cosmetic dermatological procedures across its chain of skin clinics in India & in Middle East through its step down subsidiary, Kaya Middle East FZE ("KME"). Over the past 13 years Kaya has increased its reach to more than 100 clinics and over 100 Kaya Skin Bars (including Shop in Shop and Stores) across 27 cities in India and has more than 21 clinics in Middle East.
Up to March 31, 2014, Kaya Limited was a wholly owned subsidiary of Marico Kaya Enterprises Limited ("MaKE"). As a part of an effort in consolidating and reorganizing the Kaya business, unlocking value for the shareholders of MaKE, reduction of administrative and operational costs and elimination of a mutli-layered structure, it was proposed to merge MaKE with Kaya. Pursuant to the amalgamation, from April 1, 2014 the Kaya Business will be conducted by Kaya Limited. The Kaya Business principally comprises the provision of skin care services and solutions under the brand name of Kaya Clinic in India and abroad.
Today, Kaya delivers specialized skin care and hair care solutions in India and overseas markets through its range of services and clinics at numerous locations. Kaya has expanded to more than 100 clinics, spread across 27 cities in India and more than 21 clinics in the Middle East. In May 2010, Kaya Limited acquired the aesthetics business from Singapore based Derma Rx Asia Pacific Pte. Ltd (Derma Rx) and exited the business in 2013 after gaining significant knowledge and technical expertise in various skin care categories.
All the services & products offered at Kaya are designed and supervised by a team of over 220 dermatologists and carried out by certified beauty therapists who undergo extensive training programs. The technologies and equipments used in delivering solutions are state-of-the-art, advanced skin care and hair care technologies which adhere to the highest international quality & safety standards. Today, Kaya is at the forefront of offering cutting-edge, world class services & products in the areas of Anti-Ageing, Pigmentation, Acne/Acne Scar reduction, Laser Permanent Hair Reduction, etc. along with regular beauty enhancement services. Kaya also has a range of more than 60 skin care and hair care products ranging from daily skin care and hair care to specific skin and hair concerns.
HARSH C. MARIWALA.
HARSH C. MARIWALA.
Chairman and Managing Director.
Harsh Mariwala set up Kaya as a part of Marico 10 years ago when he identified an emerging need in the form of an aspiration to look good and feel good. The first Kaya Clinic was launched with a single-minded focus on delivering flawless skin solutions customized to Indian skin, through the use of the latest technologies.
Kaya, more than a decade old now, has more than 100 clinics spread across 27 cities in India and more than 21 highly successful clinics in the Middle East. Kaya has also launched smaller outlets called Kaya Skin Bars in India which offers the entire range of Kaya's advansed a product for skin care and hair care.
Kaya achieved a turnover of Rs. 336 crore during 2012-13, a three-fold increase over the past five years, a CAGR of 27% in revenue over the last 5 years. The Kaya business was recently demerged from Marico into a separate company called Marico Kaya Enterprises Limited (MaKE) . MaKE is due to be listed on Stock Exchanges during Q4 of FY 2013-14.
Kaya has received several Awards & Recognitions under Harsh Mariwala's stewardship. These include the 'Most Admired Retailer for Health and Beauty' at the Images Retail Awards '09, Superbrands Status in the Middle East, 'The Best HR Strategy in line with Business' Award by World HRD Congress, Master Brand Status by CMO Council, 'The Product of the year Award (Aqua Radiance), Consumer Survey of Product Innovation (2012) and Asia's Best Employer Brand Awards for Excellence in Training.
Harsh Mariwala is the Chairman of Marico Limited (Marico). He has, over the past three decades transformed a traditional commodity driven business into Marico, a leading Consumer Products & Services Company, in the Beauty and Wellness space. Marico markets leading brands such as Parachute, Parachute Advansed, Saffola, Mediker, Revive, Setwet, Livon among others. From a turnover of Rs.50 Lakhs in 1971, Marico's Products and Services in Hair Care, Skin Care and Healthy Foods generated a turnover of about Rs. 4550 crores during 2012-13. Today one out of every three Indians is a Marico consumer. Marico has also established strong consumer franchises in its overseas markets in Asia and Africa, increasing its overseas revenue 10 fold to about INR 1000 crore over the past 7 years. Marico has , under Harsh Mariwala's leadership, achieved significant recognition – over 100 awards over the past few years. Some of them are: The NDTV Profit 'Best Business Leadership' Award in the FMCG (Personal Hygiene) category, in 2007 and 2009, being rated as one of India's Most Innovative companies by Business Today - Monitor Group Innovation Study (2008). Harsh Mariwala was conferred with the Ernst & Young 'Entrepreneur of the Year' Award (2009) in the Manufacturing category, 'Talent Management Award' at the CNBC India Business Leader Award (2009), the 'Teacher's Achievement Award in Business' (2006) and the 'CEO with HR Orientation' - Global Excellence HR Award (2007) by the Asia Pacific HRM Congress. (Annexure1).
Harsh Mariwala recently launched, as an expression of his Personal Social Responsibility, a movement called ASCENT – that stands for "Accelerating the Scaling up of Enterprises to identify growth-stage entrepreneurs with potential and enable them in their scaling-up journey. In the first year of operations in Mumbai & Pune, ASCENT has garnered a membership of 250+ entrepreneurs. It plans to expand to Delhi soon to reach a membership of 500 entrepreneurs. Mr. Mariwala was the President of Federation of Indian Chambers of Commerce and Industry (FICCI) in 2011. He has also held several positions as FMCG Committee Chairman of FICCI and CII. Mr. Mariwala is a part of Young President Organization (YPO) and World Presidents Organization (WPO) and has held the position of YPO Education, Membership and Chapter Chair.
Rajiv Nair.
Chief Executive Officer, Kaya Limited.
Rajiv Nair is the Chief Executive Officer at Kaya Limited. With over 20 years of retail experience spanning across multiple formats including departmental stores, specialty retail & hypermarket format and catalogue retailing. His areas of experience include buying & merchandising, retail operations, private label/ brand development and overall P&L responsibilities.
Prior to this, Rajiv was the Chief Executive Officer at Celio Future Fashion Private Limited where his key role was to develop and grow Celio in India.
Rajiv has also worked in various capacities with Shoppers Stop Limited & Hypercity Retail India Limited. Rajiv spearheaded the launch of the brand Mothercare in India . His last role at Shoppers Stop was as the Head of the Womenswear & Kids wear businesses. He was business head for General Merchandise & Apparel at Hypercity retail limited.
Rajiv has completed his Post Graduation in Management for Senior Executives at the Indian School of Business and his MMM in Marketing from Narsee Monjee Institute of Management Studies.
Bhairavie Puri.
Chief Operating Officer, Kaya Limited.
Bhairavie Puri is the Chief Operating Officer at Kaya Limited, where she is responsible for designing and implementing of business strategies and clinic profitability for all Kaya clinics in India, while upping the service quotient at Kaya to world class standards. She is also responsible for the nurturing and growth of the resource base whilst improving cost efficiency and productivity.
With over 20 years of professional experience in the retail and service sector, Bhairavie is an expert in business management. She has had hands-on experience in starting and establishing different retail formats across multiple geographies with complete roll-out expertise encompassing setting up, scaling up & transitioning of retail operation and making them commercially viable.
In her previous role, she has worked as Head Sales and Operations Manager at Aldo Accessories, Apparel Group where she was managing the Gulf Cooperation Council (GCC) region and was the Business Manager at Reliance Brands Ltd prior to that. She has been part of the core team for brands like McDonalds Restaurant, Crossroads Mall, Airtel Ltd, Cellucom Retail India, Aircel, Timberland and Superdry during their launch phase in India.
Bhairavie’s core strengths include her extensive knowledge and understanding of retail business management and service delivery along with leadership skills for building and leading teams of senior managers. She also has a complete understanding of consumer behavior, store operations, buying & merchandising, store designing, marketing and visual merchandising.
A post graduate from Kanpur University, Bhairavie holds a Master of Arts (MA) Physiology.
Naveen Duggal.
Chief Financial Officer, Kaya Limited.
Naveen is the Chief Financial Officer at Kaya Limited and brings with him over 23 years of experience spanning across financial management that includes controls & compliances, M&A support, integration management, taxation, corporate restructuring and business strategy.
An expert at delivering business results through sharp focus on top, bottom & middle line, Naveen is also skilled at commercial & supply chain management as well as ERP implementations in both retail & manufacturing environment. He has worked across diverse cultures and geographies across South East Asia.
Prior to joining Kaya, Naveen was the Chief Financial Officer at Health & Glow/Foodworld – a leading personal care retail business having 120 stores under Health & Glow brand and 35 retail supermarkets under Foodworld brand. Before this he has worked with Marico Limited where he has managed integration of acquisitions in Singapore and Malaysia, managing overall finance function, participation in formulating business strategy, risk management and delivering business results.
Naveen is a Cost & Management Account(CMA) from Institute of Cost Accountants of India. He has pursued Bachelors in Commerce from Calcutta University.
Arvind R. P.
VP and Head Marketing.
Arvind joined Kaya Ltd India in 2013 and is currently the Vice President and Head - Marketing & Product Retail (Kaya Ltd India). His unique and insightful strategies have played a crucial role through various new product & services innovations and category building initiatives.
He has over 15 years of experience in Marketing and Sales across various geographies and categories such as Retail (Levi Strauss), Consumer goods (Britannia) and Automobiles (TVS Motor Company). His career at TVS Motors included an assignment for the SE Asian market based out of Jakarta.
Having a background in Statistics and Management, Arvind started his career in Consumer & Market insights with TVS Motors. He then moved into Brand Management, honing his skills with a significant new brand launch for the company. Post his sales stints, he was selected to be a member of a start-up team to set up a business in Indonesia, a challenging assignment. He then moved on to Britannia where he headed the Dairy Category Marketing and led the innovation process. This was followed by Levi Strauss where he headed Brand and Retail Marketing, an exciting immersion in Fashion Retail.
Arvind holds a Bachelor's Degree in Statistics and has completed his MBA from Bharathidasan Institute of Management, Trichy.
DR. SANGEETA VELASKAR.
Dr Sangeeta Velaskar is currently Vice President & Head – Medical Services and R & D, Kaya Limited, the largest dermatologist-backed Cosmetic Dermatology chain in India. She took up this role when she shifted into the corporate world in the year 2009 after a 20-year career in Dermatology, in various positions such as Professor/ Head of Department at B Y L Nair Hospital, Professor at KEM Hospital and Lecturer/ Associate Professor/ Professor at L T M G Hospital in Mumbai.
In her current role as VP & Head - Medical Services and R&D, Kaya Limited, Dr Velaskar handles all medical and dermatological aspects of the business, managing a team of over 150 dermatologists across more than 100 clinics in 27 cities. Her role encompasses various facets such as optimizing management protocols for cosmetic concerns such as pigmentation, acne, anti-ageing, hair restoration, hair reduction, etc with a focus on standardization, safety, efficacy and quality of care. She with her team, works closely with operations to review dermatologist-related metrics and ensure business delivery. She has led the Quality/Accreditation journey for Kaya, with two clinics being the first cosmetic dermatology centres in India to be awarded NABH Accreditation in 2010. Thereafter she has been instrumental in scale-up of relevant NABH standards across all Kaya clinics.
Dr Velaskar is also responsible for new service/product innovation and R&D at Kaya. She leads the team developing cutting edge products, services and solutions such as the award winning Aqua Radiance (Elle Beauty Awards – Product of the Year 2011), Kaya Signature Face therapy (Marico Innovation Awards 2012), and Under eye Brightening and firming serum (Elle Beauty Awards 2013). She has also spearheaded the comprehensive solutions-based programs for management of acne, pigmentation and hair restoration, the successful launch of advanced technology for Pigmentation and Anti-ageing and 5 new product ranges (anti-ageing, fairness, hydration, antioxidant benefits) for the new format Kaya Skin Bar launched in January 2013.
Dr Velaskar completed her undergraduate (MBBS) and postgraduate (MD, DVD) training at L T M G Hospital, Mumbai (University of Mumbai) between 1980-1989, and has also completed a two year postgraduate qualification in Human Resources Management (Symbiosis, SCDL 2009). She has over 100 scientific publications and editorial assignments in Indian and international journals and textbooks. She has been invited as Faculty and Guest Speaker at both National and International scientific meetings.
Dr Velaskar's passion lies in innovation, clinical research, medical education, scientific communication and mentorship of young dermatologists to build their medical/technical and leadership skills; as also in the delivery of quality healthcare and raising consumer awareness of skin/hair care and wellness. She has recently authored a book titled "How to look like a million bucks" published in 2015.
NEVIL KAVARANA.
Vice President & Head - Business Development & Projects.
Nevil Kavarana is currently the Vice President & Head – Business Development & Projects for Kaya Ltd India. With over 27 years of experience, Nevil joined Kaya as a part of the start-up team. Right from setting up the prototype to scaling up the business over the past 12 years, he has donned multiple hats in the company.
Nevil started his journey at Kaya in 2002 as the Head of Training and Technology. He successfully established the model of technical training through international suppliers and soft skill training through best in class vendors. Later, as Head of Supply Chain he introduced new products & advanced technologies which have now become the foundation for delivery of skin care solutions at Kaya. Also, as the Head of Projects he established the new retail identity for the brand which is currently being rolled out.
He started his career as a chemist in 1986 and worked with organizations like Rajesh Dyechem Ltd and Godrej Soaps Ltd before joining Marico Industries in May 1992. In about 10 years of his stint with Marico, Nevil led important projects in Quality Development Function.
Nevil completed his Graduation in Chemistry from Swami Vivekananda Education Society (Mumbai University) in 1986. He has done a 4 years research project on Biochemistry at LTMG Hospital, Mumbai 1989 -1993.
DEBASHISH NEOGI.
Chief Executive Officer, Kaya Middle East FZE.
Debashish Neogi is the CEO for KAYA Middle East . With over 20 years of experience, he has worked across various fields of Finance, Commercial, Supply Chain and General Management across different geographies of India, South East Asia and the MENA region.
His current role encompasses Strategic Planning & Business Development in countries across entire Middle East for Kaya. Under his leadership the KAYA Middle East business turned around from a loss to a sustainable profitable growth model. Prior to this, he was with reputed corporate groups like Polar, Perfetti, Becton & Dickinson and Marico.
Debashish has done Chartered Accountancy, Cost Accountancy and Diploma in Business Finance. He holds B (Hons) degree from St. Xavier's, Kolkata. He has also completed the Asian International Executive Program (AIEP) from INSEAD, Singapore in Mar-April 2008. Debashish is also a six-sigma green belt.
VIKAS AGARWAL.
Head Marketing & Business, KSA.
Vikas Agarwal is currently the Head of Marketing, Middle East and Business Head, KSA & Oman for Kaya Middle East.
Vikas has over 13 years of experience in Marketing and Sales, where he has led large brands across established FMCG categories of food and personal care (Saffola, Parachute and Nihar) and in the premium skin care services category (kaya clinic).
In Kaya Middle East, Vikas is responsible for Marketing for the region including P&L delivery, Communication & Innovations. He also directly heads the countries KSA & Oman.
Vikas completed his MBA in Marketing from Indian Institute of Foreign Trade, Delhi, India. Prior to IIFT, he graduated in B (H) from SRCC, Delhi University, India.
HARSH C. MARIWALA.
HARSH C. MARIWALA.
Chairman & Managing Director.
Mr. Harsh C. Mariwalaleads Marico Limited (Marico) as its Chairman and leads Kaya as its Chairman and Managing Director.
Mr. Harsh Mariwala's entrepreneurial drive and passion for innovation, enthused him to establish the Marico Innovation Foundation in 2003. The Foundation acts as a catalyst to fuel innovation in India.
Mr. Harsh Mariwala recently launched ASCENT ("Accelerating the SCaling up of ENTerprises") to identify growth-stage entrepreneurs with potential and enable them in their scaling-up journey.
Harsh C Mariwala is on the Board of the following Companies.
Marico Limited Marico Consumer Care Limited Marico Innovation Foundation Halite Personal Care India Private Limited (a Company under Voluntary liquidation) Eternis Fine Chemicals Limited (Formerly known as Hindustan Polyamides and Fibres Limited) L & T Finance Holdings Limited Aster DM Healthcare Limited Federation of Indian Chamber of Commerce and Industry Scientific Precision Private Limited Indian School of Communications Private Limited.
Association with Professional Bodies: Mr. Mariwala was the President of Federation of Indian Chambers of Commerce and Industry (FICCI) in 2011.
He has also held several positions as FMCG Committee Chairman of FICCI and CII.
Mr. Mariwala is a part of Young President Organization (YPO) and World Presidents Organization (WPO) and has held the position of YPO Education, Membership and Chapter Chair.
Awards & Recognitions: Under his leadership, Marico has achieved several awards and external recognition – over 100 in number of the last few years.
RAJENDRA MARIWALA.
Mr. Rajendra Mariwala has done his Masters in Chemical Engineering from Cornell University, USA. He is currently the Managing Director of Eternis Fine Chemicals Limited, a leading exporter of specialty chemicals - specifically chemicals for fragrances and personal care products. He brings with him a rich experience of over 16 years in leading a competitive global business in specialty chemicals. He has been on the Board of Directors of Patspin India Limited and Village Laundry Services Inc.
AMEERA SHAH.
Ms. Ameera Shah is the Managing Director and CEO of Metropolis Healthcare Limited, a highly respected and multinational chain of diagnostic centers.
Ms. Shah has evolved Metropolis from its single pathology laboratory status to a fully integrated multinational chain of 105 diagnostic centers and 700 collection centers across the globe. Metropolis delivers over 15 million tests a year, catering to more than 10,000 Laboratories, Hospitals, Nursing homes and 2,00,000 Consultants. With 33 years of experience in delivering accurate reports, Metropolis has earned the reputation of being India's leading and only multinational chain of diagnostic centres with presence in UAE, Sri Lanka, South Africa, Kenya, Mauritius and Ghana.
She has revolutionized the pathology industry from being a doctor led practice to a professional corporate group in an extremely unregulated, competitive and fragmented market. Under her leadership, Metropolis has been the first to create a sustainable business model for pathology, the first to traverse in to emerging markets & the first to implement global standards of quality in all its processes & systems.
Ms. Shah received a degree in Finance from The University of Texas at Austin and has also completed the prestigious Owner-President Management Program at Harvard Business School.
Ms. Shah is an eminent industry spokesperson and has been featured as a speaker in various National and International forums, industry events and conclaves. She has been a key-speaker at prestigious events organized by IIM - Ahmedabad, Harvard Business School, CII and many such reputed institutions. She has also been elected the Secretary of the IAPL (Indian Association of Pathology Laboratories) and is the Chairperson of the 'FICCI Health services Western Subgroup' that drives policy decisions at the Center.
NIKHIL KHATTAU.
Nikhil Khattau is an experienced banker, entrepreneur and venture investor who has built and invested in companies in India since 1995. Nikhil also has an additional 10 years of international work experience. Nikhil focuses on the agriculture, financial services, retail, consumer services and media sectors in India. Among the boards he sits on are boards of Matrimony Ltd. (India's largest matrimony company), Marico (a publicly-held packaged consumer goods company) and Sohanlal Commodity Management (an agriculture logistics company).
Nikhil was the founding CEO of SUN F&C Asset Management, one of the first private sector mutual fund companies in India. At its peak as the fastest-growing asset manager, the firm had over $350 million under management and over 100,000 investors. Under his leadership, the firm successfully acquired two other mutual funds, and built one of the top-ranked India funds. Nikhil successfully sold the business to the Principal Financial Group, USA in 2004.
Nikhil's prior experience includes working for Ernst & Young's Corporate Finance and Audit practices in New York and London from 1986-1995, where he successfully advised a number of mid-market companies on their acquisition and divestment strategies. He also helped set up the firm's investment banking advisory operation in Russia.
Nikhil received his Bachelor's degree in Commerce from Bombay University and is an associate of the Institute of Chartered Accountants in England and Wales.
Mr. B. S. Nagesh is the Vice Chairman and Non–Executive Director of Shoppers Stop Limited. He holds a degree of Masters in Management Studies from the Benaras Hindu University. He is credited with ushering various formats in modern retailing like Hypercity, M. A.C. and Mothercare, Airport Retailing and Entertainment Centres in India. He is the Chairman of Retailers Association of India. He has been voted by Business India as one of the top 50 Managers in India. He was honored with "The Best Professional of the Year" award at ICICI Bank, Retails Awards in 2005. He has been recognized as 'The Retailer Professional of The Year' by CMAI for four years. He has been the only Indian Retailer to be inducted into the World Retail Hall of Fame at World Retail Congress 2008 at Barcelona and has also been inducted into the Indian Retail Hall of Fame in October 2012 at IRF. He founded TRRAIN, a "not for profit" organisation working towards "empowering people in Retail" in 2011".
IRFAN MUSTAFA.
Teach at leading business schools that include HAAS in Berkeley, Standford California and other business schools in UAE and Pakistan.
Invited as a motivational speaker at various forums inside and outside Pakistan.
Run a leadership development program for Yum Brands twice a year jointly with Global CEO of KFC.
He holds Board Memberships in:
- Shaukat Khanun Cancer Hospital Pakistan.
- Co-founder and first Chairman of NetSol Technologies. First Pakistani company to go on Nasdaq.
- Dun & Bradstreet International South Asia & Middle East – Dubai, U. A.E.
BOARD COMMITTEES.
AUDIT AND RISK MANAGEMENT COMMITTEE.
COMPOSITION OF AUDIT AND RISK MANAGEMENT COMMITTEE.
Mr. Nikhil Khattau - Chairman.
Mr. B. S. Nagesh - Member.
Ms. Ameera Shah – Member.
Mr. Harsh Mariwala – Permanent Invitee to the Committee.
Ms. Nitika Dalmia – Secretary to the Committee.
TERMS OF REFERENCE:
Oversight of the Company’s financial reporting process and the disclosure of its financial information to ensure that the financial statement is correct, sufficient and credible; Recommendation for appointment, remuneration and terms of appointment of auditors of the company; Approval of payment to statutory auditors for any other services rendered by the statutory auditors; Reviewing, with the management, the annual financial statements before submission to the Board for approval, with particular reference to: Matters required to be included in the Director’s Responsibility Statement to be included in the Board’s report; Changes, if any, in accounting policies and practices and reasons for the same; Major accounting entries involving estimates based on the exercise of judgment by management; Significant adjustments made in the financial statements arising out of audit findings; Compliance with listing and other legal requirements relating to financial statements; Disclosure of any related party transactions; Qualifications in the draft audit report. Reviewing, with the management, the quarterly financial statements before submission to the Board for approval. Reviewing, with the management, the statement of uses / application of funds raised through an issue (public issue, rights issue, preferential issue, etc.), the statement of funds utilized for purposes other than those stated in the offer document/ prospectus/ notice and the report submitted by the monitoring agency monitoring the utilization of proceeds of a public or rights issue, and making appropriate recommendations to the Board to take up steps in this matter. Review and monitor the auditor’s independence and performance, and effectiveness of audit process; Approval of all transaction with related parties and any subsequent modification of such transactions; Scrutiny of inter-corporate loans and investments; Valuation of undertakings or assets of the Company, wherever it is necessary; Evaluation of internal financial controls and risk management systems; Reviewing, with the management, performance of statutory and internal auditors, adequacy of the internal control systems; Reviewing the adequacy of internal audit function, if any, including the structure of the internal audit department, staffing and seniority of the official heading the department, reporting structure coverage and frequency of internal audit; Discussion with internal auditors of any significant findings and follow up there on; Reviewing the findings of any internal investigations by the internal auditors into matters where there is suspected fraud or irregularity or a failure of internal control systems of a material nature and reporting the matter to the Board; Discussion with statutory auditors before the audit commences, about the nature and scope of audit as well as post-audit discussion to ascertain any area of concern; To look into the reasons for substantial defaults in the payment to the depositors, debenture holders, shareholders (in case of non-payment of declared dividends) and creditors, if any. To review the functioning of the Whistle Blower mechanism; Approval of appointment of CFO (i. e. the whole-time Finance Director or any other person heading the finance function or discharging that function) after assessing the qualifications, experience & background, etc. of the candidate; To carry out such other function as may specifically delegated by the Board of Directors of the Company from time to time; Review impact of new legislations impacting financial reporting processes; Recommending to the Board, the appointment inclusive of filling of casual vacancy of an auditor, re-appointment and, if required, the replacement or removal of the statutory auditor and the fixation of audit fees; Review of Risk Management Framework and specific risk mitigation projects; Management discussion and analysis of financial condition and results of operations; Statement of significant related party transactions (as defined by this committee), submitted by management; Management letters / letters of internal control weaknesses issued by the statutory auditors; Internal audit reports relating to internal control weaknesses; The appointment, removal and terms of remuneration of the Chief internal auditor shall be subject to review by the Audit & Risk Management Committee, the recommendation for appointment, remuneration and terms of appointment of auditors of the company; examination of the financial statements and the auditors’ report - The auditors of a company and the key managerial personnel shall have a right to be heard in the meetings of the Audit & Risk Management Committee when it considers the auditor’s report but shall not have the right to vote; where a valuation is required to be made of any assets or net worth or liabilities, it shall be valued by a registered valuer appointed by this committee; approval of non-audit services to be rendered by the auditors.
NOMINATION AND REMUNERATION COMMITTEE.
COMPOSITION OF NOMINATION AND REMUNERATION COMMITTEE.
Mr. B. S. Nagesh - Chairman.
Mr. Rajen Mariwala - Member.
Mr. Irfan Mustafa - Member.
Mr. Harsh Mariwala - Permanent Invitee to the Committee.
Ms. Nitika Dalmia – Secretary to the Committee.
TERMS OF REFERENCE:
Formulating the criteria for determining qualifications, positive attributes and independence of a director and recommending to the Board a policy, relating to the remuneration of the directors, key managerial personnel and other employees; Formulating criteria for evaluation of Independent Directors and the Board; Devising a policy on Board diversity; Identifying persons who are qualified to become directors and who may be appointed in senior management in accordance with the criteria laid down, and recommend to the Board their appointment and removal; framing and implementing, on behalf of the Board and on behalf of the shareholders, a credible and transparent policy on remuneration of Executive Directors, including ESPS / ESOP, pension rights and any compensation payment; framing the Employees Share Purchase Scheme (ESPS) / Employees Stock Option Scheme (ESOS) for the employees of the Company and of its subsidiary companies; and recommending the same to the Board/shareholders for their approval and implementing the Scheme approved by the shareholders; suggesting to Board/shareholders changes in the ESPS/ESOS; deciding the terms and conditions of ESPS and ESOS which, inter-alia, include the following: Quantum of options / shares to be granted under the Scheme per employee and in aggregate; Vesting Period; Conditions under which option vested in employees may lapse in case of termination of employment for misconduct; Exercise period within which the employee should exercise the option and that option would lapse on failure to exercise the option within the exercise period; Specified time period within which the employee shall exercise the vested options in the event of termination or resignation of an employee; Right of an employee to exercise all the options vested in him at one time or at various points of time within the exercise period; Procedure for making a fair and reasonable adjustment to the number of options and to the exercise price in case of rights issues, bonus issues and other corporate actions; Grant, vest and exercise of option in case of employees who are on long leave; Procedure for cashless exercise of options; Forfeiture/cancellation of options granted; All other issues incidental to the implementation of ESPS / ESOS. Allotment of shares upon exercise of vested options; any other matter(s) as may be recommended by the Board of Directors.
STAKEHOLDERS RELATIONSHIP COMMITTEE.
COMPOSITION OF STAKEHOLDERS RELATIONSHIP COMMITTEE.
Mr. Nikhil Khattau - Chairman.
Mr. Rajiv Nair - Member.
Mr. Naveen Duggal – Member.
Ms. Nitika Dalmia – Secretary to the Committee.
TERMS OF REFERENCE:
transfer/ transmission of shares; split-up/ sub-division and consolidation of shares; dematerialization/ rematerialization of shares; issue of new and duplicate share certificates; to open/ close bank account(s) of the Company for depositing share/ debenture applications, allotment and call monies, authorize operation of such account(s) and issue instructions to the Bank from time to time in this regard; to specifically look into queries and complaints received from the shareholders/ investors of the Company; to oversee the performance of the Registrar and Transfer Agent of the Company; to recommend measures for overall improvement in the quality of services to the investors; any allied matter(s) out of, and incidental to, these functions and not herein above specifically provided for; any other matter(s) as may be recommended by the Board of Directors.
INVESTMENT, BORROWING AND ADMINISTRATIVE COMMITTEE.
COMPOSITION OF INVESTMENT, BORROWING AND ADMINISTRATIVE COMMITTEE.
Mr. Harsh Mariwala – Chairman.
Mr. Rajiv Nair – Member.
Mr. Naveen Duggal – Member.
Ms. Nitika Dalmia – Secretary to the Committee.
TERMS OF REFERENCE:
to make loan(s) to any other body corporate(s) being subsidiaries of the Company and / or associate companies for meeting the organic and inorganic needs including acquisitions funding, working capital requirements or expansion plans; to give any guarantee or provide security, in connection with a loan(s) made by any other person to, or to any other person, by anybody corporate; to make investment(s) from time to time, by way of subscription, purchase or otherwise, in the securities of any other body corporate, in Fixed Deposits, Commercial Papers, Bonds or any financial instruments/products issued by Financial Institutions, Foreign Institutional Investors, Bodies corporate, Banks or any other financial entity; to borrow moneys otherwise than on debentures; the IBA be and is hereby further authorized for following in respect of such aforementioned investments, loans and guarantees, etc.: to utilize the idle funds of the Company including to decide providing of temporary financial accommodation with in the group or associate companies or outside companies; to decide and act as regards any terms and conditions including but not limited to the following: amount to be invested; number of tranche(s) and mode of investment; currency of investment - Indian Rupees or such currency as may be suitable; investee/Borrower entity(ies); amount of loan to be given; amount of guarantee or security to be given/provided; type/nature of loan/ guarantee/security; other terms and conditions concerning the loan/ guarantee/security as may be relevant; documentation as may be required to reflect the terms and conditions concerning the loan/ guarantee/security as may be relevant. to settle any questions, difficulties or doubts that may arise in this regard; to open current / overdraft/ cash credit / fixed deposit or other account(s) with any bank and authorize the officials to operate the same and also to vary the authorization to operate accounts of the Company with its bankers; to affix the Common Seal of the Company on any documents required to implement any decisions of the Committee ; to do such acts, deed or things as may be deemed necessary for the purpose and in the interest of the Company to give effect to the foregoing; to further delegate all or any of the above powers to any of the officers or personnel of the Company subject to the limits mentioned in clause 1 hereinabove.
CORPORATE SOCIAL RESPONSIBILITY COMMITTEE.
COMPOSITION OF CORPORATE SOCIAL RESPONSIBILITY COMMITTEE.
Mr. Harsh Mariwala – Chairman.
Mr. B. S. Nagesh – Member.
Mr. Rajendra Mariwala – Member.
Ms. Nitika Dalmia – Secretary to the Committee.
TERMS OF REFERENCE:
The terms of reference of the Corporate Social Responsibility Committee of the Board of Directors shall be as prescribed under the applicable laws and inclusive of the following: a. formulation of a Corporate Social Responsibility Policy, recommendation of the Policy to the Board of Directors of the Company and periodical review of the Policy; b. recommendation of the amount to be incurred as CSR spend on the activities specified in Schedule VII of the Act; c. such other acts, deeds, things as may considered necessary by the CSR committee to give effect to the foregoing;
OUR PRESENCE.
Incorporated on March 27th, 2003, Kaya Ltd houses a range of Kaya Clinics in India and the Middle East. Kaya has 3 business formats - Kaya Clinic, Kaya Skin Bar and Kaya E-commerce Site. Understanding and capturing the emerging need of looking good naturally, the first Kaya Clinic was opened in December 2002 with a vision to deliver flawless skin to both men and women. Today, Kaya Skin Clinic offers a range of world-class customized skin care and hair care solutions that visibly improve the way your skin and hair looks, acts and feels in a serene, premium ambiance of our clinics. Our services are designed and supervised by an expert team of dermatologists and carried out by certified beauty therapists who go through extensive training programs.
Our products are custom-developed by Kaya's experienced dermatologists with a wide range of highly efficacious formulations. Each of our product from the 14 distinct skin care ranges and our hair care range is thoroughly researched and formulated to deliver the best results. Our products are manufactured and customized to suit different skin and hair types. Our synergistic combination of products and services provide complete skin care and hair care solutions to meet consumers' ever growing beauty aspirations.
Through this long journey of specialized skin care expertise, Kaya has been at the forefront of bringing the latest skin care and hair care technologies from across the world to deliver highly efficacious & natural solutions to our consumers. Technologies used in designing services and products are state-of-the-art; advanced skin care and hair care technologies which meet the highest international quality standards & safety norms.
Kaya offers solutions in the specialized categories of Anti-Ageing, Pigmentation, Acne, Acne Scar, Laser Permanent Hair Reduction, Hair Transplant along with regular beauty enhancement services. The wide spectrum of over 50 products, ranges from daily hair care and skin care to specific skin concerns for both men and women.
Milestones achieved so far.
Prototype of Kaya Skin Clinic was launched at the corporate office of Marico for employees, friends and families to gauge their response The first 6 Kaya Skin Clinics launched in Mumbai and New Delhi.
First footprint of Kaya Skin Clinic in Middle East. Launched the first clinic in Dubai.
Awards for excellence in Franchising and Business Development organized by Franchise Awards, presented Certificate of Excellence in recognition of Customer Service to Kaya Ltd.
Awarded the 'Most Admired Retailer for Health and Beauty' at the Images Retail Awards '09 - Kaya Ltd. Features among the top 10 Health and Happiness Brands in "The Complete Wellbeing Health and Happiness Brand Survey 2009", conducted by global research company Synovate.
Kaya Skin Clinic introduced for the first time in India - "Aqua Radiance", a brand new state-of-the-art, yet completely natural, JET technology which uses nature's basic elements for skin care, i. e. air & water. Kaya Ltd. receives Master Brand Status by CMO Council, CMO Award for Brand Excellence, Elle Beauty Award for products.
Kaya Skin Clinic, Middle East receives 'Super Brand Status' in the UAE four times consecutively from 2011 to 2014 and in 2012 in Oman.
Aqua Radiance, one of the services based on Jet Technology, receives 'Product of the year' Award.
Kaya Ltd. launched the first Kaya Skin Bar – a new product-forward retail concept in Bangalore in January, 2013. CMO Asia awards for 'Best Loyalty Program' of the year for Kaya Smiles™, 'Innovative Retail Concept for the Year' for Kaya Skin Bar and 'Woman Leadership Award for Excellence in Human Resources' to Ruhie Pande – Head HR, Kaya Ltd. Elle Beauty Awards 2013 awarded Kaya's Brightening and firming eye serum in the.
Won the "Customer Loyalty program Award – Kaya Smiles" in 2014 from CMO Asia. Won the "Innovative retail concept of the year – 2014 " for Kaya Skin Bar by CMO Asia. Won the Women Leadership for "Excellence in HR" by CMO Asia in 2014.
Awarded the "Aesthetics Chain of the Year - 2015" by Indian Salon & Wellness Awards.
Awarded ‘Wellness Service Brand of the Year’ by India Health & Wellness Summit Won ‘Retail Excellence Award – Customer Loyalty’ Secured ‘50 most influential HR personalities’ by Asia Pacific HRM Congress Banked ‘Best Skincare Provider’ by CIMS and UBM Won ‘ Asia Pacific HRM Congress: 50 most influential HR personalities’ Kaya has been voted as Top 10 Great Places To Work in the Retail Sector”by Retailers Association of India. Kaya has won the “Most Trusted Brand - Cosmetic Dermatology (India)” Award at the World Brand Summit Ceremony.
kaya CLINIC, INDIA.
Spread across 27 cities with more than 100 clinics in India, Kaya Clinic, India has over 8,00,000 satisfied customers. Kaya Clinic, India has the largest pool of dermatologists in the country with over 140 dermatologists. Right from personalized skin care and hair care consultation to designing customized solutions, our clinics have dermatologists to guide our consumers through their journey of skin health at Kaya.
kaya CLINIC, MIDDLE EAST.
2003 is when Kaya Clinic, an international chain of skin care and hair care clinics that administer unique and personalized skin care and hair care solutions, opened its doors in the Middle East with a single clinic in the bustling heart of Dubai. Through years of intensive experience with customers in the region, the Company has gained a wealth of experience and has invested in building the region’s largest pool of dermatologists – 35 and counting - to deliver a very special brand of bespoke skin care and hair care across 17 locations in the UAE, and 23 in the region. Kaya’s collective intelligence is at the heart of every service and product formulation. Every customer receives a personalized skin care and hair care program that begins with a consultation and skin analysis with a dermatologist.
kaya skin bar.
The Kaya Skin Bar is a new retail format designed to cater to the needs of today's modern Indian woman and man, who are always on the move. It is a product store with an open and inviting layout. The Kaya Skin Bar houses 17 specialized skin care and hair care ranges with over 50 products catering to everyday hair care and skin care needs to specific skin concerns like Acne, Sensitive skin, Pigmentation, Ageing, Fairness, etc. The Kaya Skin Bar also has state-of-the-art interactive skin diagnostic tool which provides a complete skin health report. This enables our highly trained and certified beauty therapists to recommend the right solution, thereby providing the customer with a customized and effective offering.
The first Kaya Skin Bar was launched on 1st January, 2013 in Bangalore. Today, along with Bangalore our skin bars are spread across various cities in India in high footfall areas.
In an endeavor to provide an Omni-channel experience, Kaya has been giving a big thrust to its ecommerce business. The e-commerce platform makes it easier for the Kaya expertise available to a wider set of audience. The dedicated platform provides an additional channel along with company-operated clinics and skin bar to retail out over 50 SKUs of Kaya's advance range of products from 14 distinct skincare and haircare ranges.
Our products are also available at other online portals like;
LIFE AT KAYA.
At Kaya, we have a youthful & vibrant work atmosphere, which reflects strongly in the products and services we offer. The Kaya brand philosophy doesn't just extend to our end consumers, we positively influence the lives of our members too! The philosophy of Customer First, applies not just to our customers, but also to our internal teams. We foster an environment where you are the owner of your role & the culture of openness enhances this spirit to help you accomplish the benchmarks you set for yourself.
Backed by well-constructed systems, we have a strong IT infrastructure in place that blends in seamlessly with frontline processes & enables us to give our best everyday!
At Kaya, we do not recruit to accomplish short-term requirements; instead we invest in future leaders. True to this fact, we are proud to say that 40% of our leadership roles are filled with in-grown members. A rigorous assessment program enables our members to display their potential to take on higher order roles.
Kaya's people practices are one of the best in class – armed with world class training programs, we guide our members on the path to greatness. This applies not just to our new members but also to our existing team members – where we do regular soft skills training and leadership trainings. We reward our members not just for the performance but also for their potential. As far as the Kaya experience goes, we employ a truly unique practice.
life at kaya.
At Kaya, we truly believe that satisfied employees lead to happy customers. We take great measures to ensure that our frontline members have access to a great working environment in terms of infrastructure & hygiene. The spread of centres' across cities ensures that we are able to allot a clinic close to their place of residence, wherever possible.
A staggered work shift means members have the flexibility to choose their own work timings, adjusting their schedules with those of their colleagues, such that both the members and the customers' needs are met.
It's not always work, but also fun – festivals, events & achievements are celebrated with as much gusto at the clinics as at our corporate centers'.
If you are a Kayazen currently or have been in the past and would like to keep in touch with us, join us on our Alumni page on Facebook – KAMPUS (Kaya Alumni Members with a Purpose of Uniting & Synergising)
RECRUITMENT PROCESS.
At Kaya, the focus is on hiring the best talent and the ideal culture fit.
The steps towards accomplishing this are:
SCREENING OF PROFILE.
We receive profiles through various sources. This can come either through a reference, a consultant or you can directly apply to us at kayajobs@kayaindia. There is a screening process to filter out the relevant profiles. The Kaya recruiter shall get in touch with you for relevant openings.
INTERVIEWS.
These happen following the screening - one or two interviews with HR and then with the Line Manager. Customized psychometric profiles and/or technical tests help us assess the right talent.
SELECTIONS.
At the last stage, we take feedback about you from two individuals who have known you in a professional context. Medical check-up and remuneration finalisation is done after this stage. We also conduct a professional background check through an external agency, once you have accepted the offer.
vacancies at kaya.
Beauty Therapist.
Perform advanced skin care services.
Deliver exceptional levels of customer service.
REQUISITOS
Good communication skills in English & local language.
Clinic Manager.
Manage Sales, Customer Service, Business Development & team of people at the clinic.
REQUISITOS
Graduate/ MBA with 4+ years experience in Sales & Customer Service.
Dermatologist.
Provide skin consultation to customers & recommend service packages accordingly Perform advances skin care services.
REQUISITOS
MBBS with a post graduate qualification in Dermatology (MD, DNB, DVD, DDV) from MCI recognised colleges Freshers welcome.
Kaya INVESTOR RELATIONS.
Annual Report Documents.
FY 15-16.
2017-18.
2015-16.
2014 - 15 (erstwhile MaKE limited)
FY16-17.
2014-15.
2014 - 15 (erstwhile MaKE limited)
2013 - 14 (erstwhile MaKE limited)
Políticas.
14th Annual General Meeting.
13th Annual General Meeting.
12th Annual General Meeting.
Rights of Shareholders.
Know your rights as a shareholder of Kaya Limited.
To receive the share certificates, on allotment or transfer (if opted for transaction in physical mode) as the case may be, in due time.
To receive the share certificates on rematerialisation in due time.
To receive copies of the Annual Report containing the Balance Sheet, the Profit & Loss Account and the Auditor's Report.
To participate and vote in general meetings either personally or through proxy.
To receive dividends in due time once approved in general meeting.
To receive corporate benefits like rights, bonus etc. once approved.
To apply to Company Law Board (CLB) to call or direct the calling of Annual General Meeting (as per provisions of Companies Act, 1956)
To inspect the minute books of the general meetings Register of Members, Register of Contracts, Register of Investments and to receive extract thereof upon payment of requisite fee.
To proceed against the Company by way of civil or criminal proceedings, if need be.
Besides the above rights, which you enjoy as an individual shareholder, you also enjoy the following rights as a group:
To requisition an Extra - ordinary General meeting.
To demand a poll on any resolution.
To make application to investigate the affairs of the company.
Stock Exchange Intimation.
FY 16-17.
Shareholding Pattern.
FY 16-17.
Investor Grievance Redressal Contact:
Company Secretary & Compliance Officer.
Tel: (91-22) 6619 5000 Fax: (91-22) 6619 5050.
REGISTRAR AND SHARE TRANSFER AGENT:
Link Intime India Private Limited.
Tel: +91 22 49186000 Fax: +91 22 49186060.
When was Kaya Limited formed and who are its promoters?
Kaya Limited was incorporated on March 27, 2003. Mr. Harsh C. Mariwala and Mr. Kishore Mariwala are the Promoters of the Company. Mr. Harsh C. Mariwala leads the Company as its Chairman and Managing Director.
What is Kaya Business?
Kaya Limited is formed with the object of providing Health Care, Aesthetics, Beauty and Personal Care services in India and abroad either directly or through one or more of its subsidiaries. The company's current business is resultant of de-merger of Kaya business, which was run under Kaya Ltd., India, from Marico Limited. Kaya Ltd., India ("Kaya"?) was incorporated on 27th March, 2003 as part of wholly owned subsidiary of Marico Limited.
WHat is the Registered Office of Kaya?
23/C, Mahal Industrial Estate, Mahakali Caves Road,
Near Paperbox Lane, Andheri (East), Mumbai – 400093.
WHat is Folio/ DP Client ID number?
Folio number is the 7 digit account number you were assigned as a registered shareholder of the Company. It applies only to Physical Shareholding. Your 16 Character DP Id and Client ID is a registration number allotted to you by the Depository Participant with whom you have opened your Demat account. In the case of NSDL, this comprises 2 alpha characters "IN"? and 14 numeric characters. In case of CDSL, this is a 16 digit number. You will find these numbers indicated on your demat statements, dividend warrants, share certificates and other investor correspondence.
Press ROOM.
Kaya spokesperson.
Brand Stories.
We at Kaya understand everyone's beauty aspirations. Whether young or old, man or woman, everybody wants to look their best. Kaya has been delivering flawless beauty for years, making it the favoured beauty destination, worldwide.

Glossário.
durable power of attorney.
*In order to maintain a fair and orderly market, most market centers generally do not accept cancellation requests after 9:28 a. m. ET for market orders eligible for execution at 9:30 a. m. ET, when the market opens. Acceptance of a cancellation request by Fidelity between 9:28 and 9:30 a. m. ET does not guarantee an order cancellation. All requests to cancel an order are processed on a best-efforts basis.
Fidelity requires a Medallion Signature Guarantee when it is essential to ensure the authenticity of the signature. A signature guarantee is a widely accepted way to protect customers and investment companies from the legal repercussions resulting from invalid or illegal endorsements.
You should be able to obtain a signature guarantee from a bank, a broker, a dealer, a credit union (if authorized under state law), a securities exchange or association, a clearing agency, or a savings association.
A notary public cannot provide a signature guarantee. We cannot accept a notarization instead of a signature guarantee.
Tax-loss harvesting is the practice of selling one or more tax lots (investments in a stock or bond) at a loss to offset capital gains elsewhere in your account. This strategy may also potentially help reduce your tax liability on ordinary income and may improve your after-tax performance.
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Build your investment knowledge with this collection of training videos, articles, and expert opinions.

Corporate Training Courses.
Wall St. Training's wide variety of courses build cumulatively: start from the fundamentals to build your base of knowledge and advance up to the complex topics. We treat each client separately, designing a curriculum that fits each specific group's needs.
Course Listing.
Our live, on-site training programs can cover a very wide variety of topics. Click on a category below to view a detailed curriculum.
Program Details.
1. Basic & Fundamental Concepts.
Our basic concepts will allow you to learn and gain the fundamental knowledge that you must master before the advanced content. We answer all the rarely answered "WHY" questionsвЂ”"why do we do this, why do we do that"вЂ”instead of answering: "well, just because" or "that's the way it's always been done", we actually clearly and easily explain the logic of why and how not just the what. Whether you are an economics or liberal arts major or a business/finance major looking to summarize the critical 30 pages in that 400 page textbook, our Basic & Fundamental course modules will quickly set the proper foundation for you to excel.
Contabilidade & amp; Boot Camp.
Our Financial Accounting Intensive Bootcamp is specifically built as a pre-requisite for our finance, valuation, financial modeling and more complex course topics with an emphasis and focus on investment bankers. The bootcamp is structured as an interactive discussion in which we cover definitions and terminology thru examples and case studies. Oftentimes, learning and teaching accounting is associated with boring definitions; however, our approach is to tell a story, illustrate what the numbers mean through interesting examples, not by reading slides or textbooks. We stress learning through application, practice and repetition not memorization. We emphasize, hone and re-hone concepts via one large integrated case study in which the focus is not on debits/credits and t-accounts, but rather financial analysis. This is geared towards those with little to no accounting background (e. g., liberal arts majors) and is perfect as a refresher of the most important concepts for those having previously taken "Accounting 101" courses.
Ten Ways to Cook the Books.
Overview of importance of accounting, accounting as a performance metric and discussion of stakeholders involved Accrual concept of accounting, revenue recognition and matching principle Classification and construction of financial statements Comprehend the basic concepts underlying the Income Statement and Balance Sheet and their relationship Ten ways to cook the books, significance of & how to spot them from a financial point of view; how to: Overstate revenue and prematurely recognize income Distort performance measurement by including non-recurring items Manipulate and decrease expenses and distort profit Fail to recognize losses through write-offs and allowances Use LIFO/FIFO accounting methods to manipulate profits and inventories Analyze off-balance sheet items such as operating (and capital) leases to distort debt and profitability Over / under - value marketable securities to distort profitability Hide pension expenses and create phantom income Manipulate cost vs. equity accounting methods and minority interest overview Manage earnings by modifying reserve valuation estimates.
Detailed Income Statement review, including definition, significance and application of:
Revenue, COGS, Gross Profit, SG&A, Operating Income (EBIT) & EBITDA Interest Expense and Income, Pre-Tax Income, Taxes (Current & Deferred) Net Income, Shares Outstanding (Basic and Diluted), Earnings per Share.
Detailed Balance Sheet review, including definition, significance and application of:
Current Assets (Cash, Inventories, Accounts Receivables, Pre-paid Expenses), Fixed Assets (PPE), Long-Term Assets (Equity Investments) Goodwill and Intangibles Current Liabilities (Accounts Payable and Deferred Revenue) Long-Term Liabilities (Debt and Capital Leases) Minority Interest Equity (Common Stock, Additional Paid in Capital, Retained Earnings, Treasury Stock and Other Comprehensive Income) Review of working capital and understanding its impact on a business and cash flow Understand how depreciation, amortization and other non-cash expenses are accounted for and how they impact the financial statements.
Detailed Cash Flow Statement review, including definition, significance and application of:
CFO: Cash Flow from Operations (Net Income, Depreciation & Amortization, Changes in Working Capital) CFI: Cash Flow from Investing (Capital Expenditures, Acquisitions, Divestitures) CFF: Cash Flow from Financing (Dividends, Stock Issuances, Repurchases, Debt Borrowings & Paydown) Understand why the Cash Flow Statement is the "ultimate balancer and equalizer" Appreciate the information content of the Income Statement, Balance Sheet and Cash Flow Statement and their inter-relationships Analyze financial statements from a high-level context and how to spot inconsistencies on the Income Statement and Balance Sheet ("cooking the books") that cannot be hidden on the Cash Flow Statement ("cash is king"—can't hide cash or lack of cash) Understand the process by which an entity's financial activities ultimately get reflected in its financial statements.
Wrap-up & Summary.
Begin hands-on, interactive case study creating major financial statements Modify and enhance case study by interjecting ways to "cook the books" and analyzing the results Continuation, analysis and wrap-up of hands-on, interactive case study Conclusion of case study demonstrating, illustrating and highlighting all key discussion points, definitions and examples Discussion of deferred tax liabilities and deferred tax assets; permanent vs. temporary differences and effect on effective tax rates Review of important financial and accounting ratios Compute, compare and contrast performance measures (internal liquidity ratios, asset management and efficiency metrics, profitability measures, external liquidity statistics and debt management)
Pré-requisitos:
Desire to learn accounting terminology, general business smarts and common sense Back to this topicBack to top.
Intensive Accounting for Investment Bankers.
Our Financial Accounting Intensive Bootcamp is specifically built as a pre-requisite for our finance, valuation, financial modeling and more complex course topics. The bootcamp is structured as an interactive discussion in which we cover definitions and terminology thru examples and case studies. Oftentimes, learning and teaching accounting is associated with boring definitions; however, our approach is to tell a story, illustrate what the numbers mean through interesting examples, not by reading slides or textbooks. We stress learning through application, practice and repetition not memorization. We emphasize, hone and re-hone concepts via one large integrated case study in which the focus is not on debits/credits and t-accounts, but rather financial analysis. This is geared towards those with little to no accounting background (e. g., liberal arts majors) and is perfect as a refresher of the most important concepts for those having previously taken "Accounting 101" courses.
5-Day Curriculum Overview.
Day 1 Accrual Concept of Accounting & Financial Statements Compilation Financial Statements Integration & Analysis Day 2 Financial Ratio Compilation & Analysis How to Analyze a 10K & Footnotes Day 3 Normalizing One-Time Adjustments & Restructuring Charges EPS: Basic EPS, Diluted EPS, Anti-dilution, Options, Warrants, Converts Taxes: Understanding Deferred Taxes: DTAs & DTLs Day 4 Business Combinations: Equity Accounting vs. Consolidation vs. Minority Interest Advanced M&A Purchase Accounting (FASB 141R/142 & IFRS #3) Day 5 (Optional) EXAM: Accounting Exam WST Exam review and grading.
DAY ONE: Accrual Concept of Accounting & Financial Statements Compilation.
Overview of importance of accounting, accounting as a performance measurement tool and discussion of various stakeholders involved Accrual concept of accounting, revenue recognition and matching principle Classification and construction of financial statements Comprehend the basic concepts underlying the Income Statement and Balance Sheet and the relationship Review of working capital and understanding its impact on a business and cash flow Understand how depreciation, amortization and other non-cash expenses are accounted for and how they impact the financial statements Detailed Income Statement review, including definition, significance and application of: Revenue, COGS, Gross Profit, SG&A, Operating Income (EBIT) & EBITDA Interest Expense and Income, Pre-Tax Income, Taxes (Current & Deferred) Net Income, Shares Outstanding (Basic and Diluted), Earnings per Share Detailed Balance Sheet review, including definition, significance and application of: Current Assets (Cash, Inventories, Accounts Receivables, Pre-paid Expenses) Fixed Assets (PPE), Long-Term Assets (Equity Investments) Goodwill and Intangibles Current Liabilities (Accounts Payable and Deferred Revenue) Long-Term Liabilities (Debt and Capital Leases) Minority Interest (Non-Controlling Interest) Equity (Common Stock, Additional Paid in Capital, Retained Earnings, Treasury Stock and OCI) Detailed Cash Flow Statement review, including definition, significance and application of: CFO - Cash Flow from Operations (Net Income, Depreciation & Amortization, Changes in Working Capital) CFI - Cash Flow from Investing (Capital Expenditures, Acquisitions, Divestitures) CFF - Cash Flow from Financing (Dividends, Stock Issuances and Repurchases, Change in Debt) Understand why the Cash Flow Statement is the "ultimate balancer and equalizer" Appreciate the information content of the IS/BS/CF and their inter-relationships Explanation of Accrued Expenses, Receivables and Payables and how they tie together Analyze financial statements from a high-level context and how to spot inconsistencies on the Income Statement and Balance Sheet ("cooking the books") that appear and cannot be hidden on the Cash Flow Statement ("cash is king" - can't hide cash or lack of cash) Understand the process by which an entity's financial activities ultimately get reflected in its financials Hands-on, interactive case study creating major financial statements.
DAY TWO: Financial Ratio Compilation & Analysis.
DAY TWO: How to Analyze a 10K & Footnotes.
Main components of a 10K filing and how it is different from an Annual Report What type of information can be extracted from the MD&A section Detailed discussion of all major footnotes, how to analyze and interpret footnotes Hands-on project analyzing, comparing and contrasting 10K's of various companies What is a 10K and how is it different from an Annual Report? Major components of a 10K filing Detailed discussion on the MD&A section (Management Discussion & Analysis) Detailed discussion of all major footnotes and how to analyze and interpret major categories of footnotes: General footnotes Balance Sheet footnotes Contingencies footnotes Income Statement footnotes Capital Structure footnotes Other footnotes Interactive group project break-out to analyze, compare and contrast 10K's of various companies Revenue terminology differences Interest and expense classification Balance sheet analysis Cash flow analysis Analysis and comparison of footnotes MD&A / Segment breakdown and discussion Brief discussion of Proxy statement and its utility.
DAY THREE: Normalizing One-Time Adjustments & Restructuring Charges.
Normalize financials for extraordinary items, non-recurring and restructuring charges Our adjustments module covers just about 98% of ALL adjustments one would possibly encounter!! When and when not to adjust for asset impairments and write-downs How to adjust for zero-coupon convertible securities that are simultaneously in - and out-of-the-money The effects of a LIFO / FIFO change in accounting recognition How to adjust for changes in accounting principle and discontinued operations Below - vs. above-the-line adjustments and evaluate when an item affects both, one or the other or neither How to properly account for difference in fiscal year ends Proper treatment of capital leases for adjustments, valuation and credit When to use reported GAAP Income Statement figures and when to use Pro Forma figures.
DAY THREE: Diluted Earnings per Share.
Understand nuances associated with calculation of Basic and Diluted EPS for financial projections Extremely useful for standalone financial modeling, merger consequences and accretion/dilution as well as waterfall treatment of preferred securities Basic EPS: plain vanilla calculation with and without preferred coupons/dividends Proper treatment of next layer of dilution: treasury method of options outstanding vs. exercisable Extrapolate options treatment to accounting for warrants Incorporate effects of convertible debt and how to handle anti-dilutive securities in EPS Compare and contrast effects of convertible preferred vs. convertible debt.
DAY THREE: Deferred Taxes.
Discussion of deferred tax liabilities and deferred tax assets Compare and contrast permanent vs. temporary differences and effect on effective tax rates Understand logic and calculation of deferred tax liabilities from straight-line and accelerated depreciation Perform calculations and compare and contrast impact on Income Statement and tax liabilities on BS Comprehend and analyze the effect of Net Operating Losses (NOLs) carryback and carry-forward Run through tax implications of combining both DTA and DTL on financial statements Precursor for understanding NOL Section 382 limitations in mergers and acquisitions.
DAY FOUR: Business Combinations: Equity Accounting vs. Consolidation vs. Minority Interest.
Understand the accounting treatment for: cost vs. equity method vs. consolidation/minority interest Compare cost accounting and its similarities to cash accounting and contrast against accrual accounting Understand the IS and BS and CF entries and impact of cost accounting Articulate the goals of equity method of accounting and its stark contrast to cost accounting Understand the IS and BS and CF entries and impact of equity accounting Recognize the accrual method of accounting that equity accounting uses and its financial modeling impacts Compile Income Statement based on provided assumptions and margins for equity method.
DAY FOUR: Advanced M&A Purchase Accounting (FASB 141R/142 & IFRS #3)
Thorough discussion and review of Purchase Price Allocation rules (FASB 141R/142 and IFRS 3) Allocate purchase price among tangible book value (existing assets at cost), step-up in basis to FMV, tax deductible and non-tax deductible identifiable intangibles and goodwill Proper accounting treatment of transaction costs, tender costs and accrued interest of any refinanced debt and debt transaction financing fees Account for differences in GAAP book deductibility and tax deductibility of intangible assets Difference between asset deal vs. outright asset purchase Compare and contrast acquirors' preference to allocate purchase price to goodwill vs. other intangibles Articulate creation of deferred tax liabilities as a secondary purchase price allocation adjustment required Review basic rules as to creation of deferred taxes and differences in book vs. tax basis Goodwill as offsetting entry to balance purchase price allocation in cases of stock deals with step-ups Review goodwill impairment rules and non-tax deductibility of goodwill Understand USA's 338(h)(10) and Section 754 elections and implications on tax accounting for mergers Compare and contrast stock deal accounting treatment vs. 338(h)(10) elections.
NOLs and taxes revisited: understand how Section 382 limitations impact financial statements & projections Understand how Goodwill is created upon consolidation only and doesn't reside on specific Balance Sheets Understand exact mechanics of how Minority Interest is created & how to model out MI on financial models Back to this topicBack to top.
Accounting & Financial Statement Integration.
Similar to the Accounting Boot Camp above, this program covers the basics of financial accounting including the major financial statements (Income Statement, Balance Sheet and Cash Flow) and the most important components of each as it relates to financial analysis. Concentration is placed on the integration of the financial statements and provides a full integrated grasp of accounting from a finance perspective.
Financial Statement Analysis.
Income Statement, Balance Sheet, Cash Flow Statement defined and importance explained Components of each major financial statement IS: Revenue and expense items, EBITDA defined and discussed BS: Assets, Liabilities, and Shareholders' Equity CF: Cash Flow from Operations, Investing Activities and Financing Understand how financial statements are inter-related Relationship between the Income Statement and Cash Flow Statement Explanation of Accrued Expenses, Receivables and Payables and how they tie together.
Key Ratios.
Overview and explanation of major financial ratios, including liquidity, asset management, debt management, profitability, and market value ratios.
Hands-On Exercise.
Interactive group project break-out to analyze, compare and contrast financial statements of various companies; discussion and recommendation of which companies are more attractive.
Prerequisites.
Desire to learn accounting terminology, general business smarts and common sense Back to this topicBack to top.
How to Analyze a 10K.
"How to Analyze a 10K" builds upon basic accounting and financial statements concepts to focus on the major components of a 10K SEC filing, including the Management Discussion & Analysis, Financial Condition and Results and how to analyze the myriad of footnotes.
Overview & Análise.
What is a 10K and how is it different from an Annual Report? Major components of a 10K filing Detailed discussion on the MD&A section (Management Discussion & Analysis) Detailed discussion of all major footnotes and how to analyze and interpret major categories of footnotes: general footnotes, Balance Sheet footnotes, contingencies footnotes, Income Statement footnotes, Capital Structure footnotes, many other footnotes Brief discussion of Proxy statement and its utility Brief discussion and introduction to differences between US and International GAAP.
Hands-On Exercise.
Interactive group project break-out to analyze, compare and contrast 10K's of various companies Concentration on: revenue terminology differences, balance sheet analysis, cash flow analysis, analysis and comparison of footnotes, MD&A / segment breakdown and discussion.
Prerequisites.
Desire to learn finance terminology, general business smarts and common sense Back to this topicBack to top.
Introduction to Finance ("Finance 101")
Learn the basic finance concepts that are the backbone of any financial analysis. An understanding of these basic core tools is absolutely critical to mastering any Wall Street analysis. Topics covered include risk / return trade-offs, time value of money, cost of capital, Gordon growth model and basic valuation theories.
Finance 101.
Risk / Return: Calculating returns and measuring risk, benefits of diversification (systematic and unsystematic risk, total risk, market risk and firm-specific risk), security market line, capital asset pricing model, beta Time Value of Money: present and future values, net present value, internal rate of return, compounding, discounting, uneven cash flow streams, simple vs. effective rates, periodic rates, CAGR (Compound Annual Growth Rates) Basic Valuation Theories: value of any asset, dividend discount model (theory only!), Gordon growth model, growing perpetuity Cost of Capital: sources of capital, component costs, weighted average cost of capital.
Prerequisites.
Desire to learn finance terminology, general business smarts and common sense Back to this topicBack to top.
Company profiles are the most basic overview and descriptions of a company being analyzed. Profiles supply the most basic and fundamental, yet probably the most important aspects of a company. Gain an introduction and explanation of the major components of a profile for a publicly traded company.
Perfis de empresas.
Summary business description and financial summary and trading analysis Stock price charts: price / volume graphs, indexed stock price history, moving averages, shares traded at various prices, forward PE history, historical EBITDA multiple valuation trends, beta and volatility, management and Board of Directors biographies, ownership analysis.
Prerequisites.
Desire to learn finance terminology, general business smarts and common sense Back to this topicBack to top.
Build very quick financial summary and trading statistics exhibit using historical results, analyst estimates & basic assumptions in Excel. This course will allow you to understand basic structure of building an analysis in Excel and navigating through and becoming efficient in Excel.
Resumo financeiro.
Build a very simple financial overview exhibit by inputting historical results, analyst estimates and basic projections.
Estatísticas de Negociação.
Build trading statistics exhibit displaying standard market valuation multiples.
Prerequisites.
Accounting & Financial Statements Integration Finance 101: Introduction to Finance Corporate Valuation Methodologies Prior experience with Excel, decent ability to type and follow instructions Back to this topicBack to top.
Overview of Financial Markets (+ Supplementary Exhibits)
Part I: Sell-Side (Investment Banking, Research)
Overview of the Sell-Side Process: Investment banking (including financial sponsors), equity research, commercial banking, sales & trading (prime brokerage, proprietary trading), role of law firms and other related areas Investment Banking: Description, revenue sources, products / services, deal process, role of professional, industry trends, buzzwords, bulge bracket vs. boutique middle market, debt capital markets, distressed / restructuring players Equity Research: Description, revenue sources, products / services, deal process, role of professional, industry trends, buzzwords.
Part II: Buy-Side (Asset Management, Private Equity, Hedge Funds)
Overview of the Buy-Side Process: Asset management (products / services, role of professional, industry trends, buzzwords, private client services, private wealth management, portfolio management ), alternatives (hedge funds, private equity, fund of funds) Asset Management: Description, revenue sources, products / services, role of professional, industry trends, buzzwords, private client services, private wealth management, portfolio management Private Equity: Description, revenue sources, products / services, deal process, role of professional, industry trends, buzzwords, leveraged buyouts (LBOs), private equity securities, return targets Hedge Funds: Description, revenue sources, products / services, deal process, role of professional, industry trends, buzzwords, hedge fund strategies.
Part III: Capital Markets (Role of Institutional Players)
Overview of the Capital Markets: Entities / institutions in the capital markets, overview of markets and exchanges, efficient market hypothesis, technical analysis Role of Institutional Players: Depository institutions, securities firms, government sponsored enterprises, investment companies, insurance companies, institutional investors, financial advisors Markets and Orders: Securities markets and exchanges, types of trade orders (market, limit, stop, stop limit, etc), buying on margin Efficient Market Hypothesis: Weak form, semi-strong form, strong form Technical Analysis: Difference between fundamental analysis and technical trading strategies, which players use which and why.
Part IV: Securities Market and Finance 101.
Overview of Securities Markets: Types of securities, and basic approaches to valuation (Finance 101) Types of Securities: Cash, stock, bonds, mutual funds, exchange traded funds (ETFs), REITs, ADRs, securitizations, derivatives, stock market indexes Finance 101: Time value of money, compound annual growth rate (CAGR), risk & return, diversification, basic valuation (value of any asset and company valuation: using multiples) and cost of capital.
Prerequisites.
Desire to learn finance terminology, general business smarts and common sense Back to this topicBack to top.
Soft Skills: Executive Presence.
When you walk into a room, do the people around you notice? To be a successful leader, you will want to command attention and establish executive presence. Not only is it enough to make a powerful first impressionвЂ“you need to follow up with substance. Are you a visionary decision maker but too passive when giving presentations? Or a talented public speaker who could use some wardrobe changes? From the tangibles of how you look and sound to the intangibles of how you come off during conversation, developing executive presence is an essential step in taking leadership to the next level. While your local Toastmasters club can help you get over your public speaking jitters, this workshop will teach you the characteristics of a strong executive presence and help identify what you can do to enhance yours in a corporate setting.
Introdução.
What are the key elements of executive presence? What is special about executive presence that extends beyond simply having good posture and charisma? Why is a baseline level of self-confidence a prerequisite to developing executive presence? What do you need to have before forming a plan to strengthen it?
Self-Expression in the Boardroom.
How do you quickly gauge your audience in both professional and social settings? How can consulting a speech coach result in an improvement of your executive voice? What are the different expressive tools you can use to be perceived as an executive? Why is the Q&A section of a presentation so vital? What are universal communication cues, and how can they be used most effectively?
The "Executive" in "Executive Presence"
How do you maintain focus and a level head during adversities or otherwise unfamiliar situations? What are the key indicators of somebody who can remain calm and collected under pressure? How do you maintain a sense of authenticity in a variety of social and professional interactions? How do you increase your leadership visibility over time?
The "Presence" in "Executive Presence"
How can personal branding supplement your executive presence? How should you reconcile your individual reputation with your executive behavior? How can you become more self-aware of your personal branding and reputation in and out of the office?
Personal Branding.
How can personal branding supplement your executive presence? How should you reconcile your individual reputation with your executive behavior? How can you become more self-aware of your personal branding and reputation in and out of the office?
Plan of Action.
What techniques can you use to evaluate yourself on your current level of executive presence? Who should you enlist in order to help you improve your performance? Back to this topicBack to top.
Soft Skills: Research Report Writing.
Performing in-depth research of an industry or company is no small feat. Writing a concise yet detailed summary of your findings is sometimes even more difficult. While you may already be familiar with the basic contents of an equity research report, it is equally important to perfect your writing style. Carefully craft your overall thesis, organize your argument into clear and concise segments, and choose your words wisely. Although there is currently no governing body dictating the proper way to format your report, you should strive to develop proficiency with both the form and function of your analysis. This is not simply a grammar classвЂ“we will cover many elements of strong, effective writing, including the use of proper syntax, diction, and argument structures.
Equity Research Overview.
What is the aim of an equity research report, and who is the intended audience? What are the key differences between industry vs. company analysis and sell-side vs. buy-side research? Why is it insufficient to proofread for only spelling, grammar, and punctuation?
Anatomy of a Report.
What information needs to be included in an equity research report? How do you employ appropriate logical argument structures to succinctly drive your thesis? In which sequences should the different segments of equity analysis be arranged? How do the length and style of the report's individual parts affect reader comprehension? Why is structure relevant to the quality of your argument вЂ“ how can you use this knowledge to enhance your thesis?
Content Decisions.
How do you tailor the content of the report to your specific audience? Which assumptions or determinations are acceptable for an analyst to make? How do you elegantly balance the wide spectrum of facts and opinions in the world of financial research?
Writing Mechanics.
What are the different types of sentence formations commonly found in research reports? How can you assess the degree to which a report's vocabulary choices are appropriate? How can you determine whether certain words are unnecessary or redundant? Is there a maximum sentence length for business writing? How should you use qualifiers and hedges to reduce or strengthen your message? When should you use nominal form vs. verbal form? Active voice vs. passive voice? What are some well-known word/phrase usage issues pertinent to both general and equity research writing?
Learn By Doing.
What are some writing exercises that can strengthen concise communication and argumentation skills? What resources are available as a reference regarding best practices in grammar and style? How should you conduct the editing and rewriting process, especially among a team of multiple analysts?
Plan of Action.
What techniques can you use to evaluate yourself on your current level of executive presence? Who should you enlist in order to help you improve your performance? Back to this topicBack to top.
2. Core Fundamental Conceptss.
Our core fundamental concepts in finance involve the basic financial modeling and valuation techniques that introduce model building best practices as well as getting used to working efficiently in Excel. After understanding the basic fundamental concepts, the most important building blocks of modeling are introduced as we begin to thoroughly analyze financial statements and their implications. We start to dive into the underpinnings of fundamental valuation (i. e. DCF analysis) and relative valuation (comps & multiples).
Corporate Valuation Methodologies & Finanças corporativas.
Learn how corporations are valued and the major analytical tools that are used. Go beyond academic theory to real-world methods as used by professionals; includes a crucial primer to Corporate Finance and its non-theoretical application. Apply learning objectives and goals immediately by analyzing a $6 billion+ transaction. Topics covered include: (i) how to value a company (trading comps, deal comps, DCF, LBO, break-up and asset valuation); (ii) importance of Enterprise Value, EBITDA, capital structure, leverage and WACC; (iii) analyze valuation multiples and ratios; why are PE ratios sub-optimal as a valuation metric?; (iv) practical, non-theoretical application of introduction to corporate finance.
Valuation Methodologies.
How much is a company worth? Why is the current stock price not an accurate indication of value? How do you tell if a company is under-valued or over-valued? Why would one company command a higher or lower premium than its direct competitor? What is the importance between enterprise value and equity value? Why do we include minority interest and exclude capital leases? What is the relevance of capital structure and leverage on a companys value? Why and how is corporate finance so critical to managing a firm's profitability? What exactly does a multiple tell us? Learn the correct way to use P/E ratios and other multiples Why are P/E ratios misunderstood and what other profitability-related ratios are more important? What is EBITDA and why is it so important? Utilizing the correct numerator for multiples analysis Calculating implied value based on multiples analysis What is a leveraged buyout and what are the main motives for LBOs?
Case Study Discussion.
Analysis of "football field" and reference ranges Detailed discussion of the major valuation methodologies, their nuances and application in the real-world Analyzing, comparing and contrasting trading comps, deal comps and premiums paid Detailed explanation of Discounted Cash Flow (DCF) valuation, its theory and application Discussion of why the DCF is arguably one of the most important analyses while simultaneously one of the most academic and least practical of them all Review of WACC (weighted average cost of capital), CAPM (Capital Asset Pricing Model) How do you approach valuing a company with completely disparate businesses?
Hands-On Exercise.
Interactive group project break-out to analyze, compare and contrast financial statements of various companies; discussion and recommendation of which companies are more attractive.
Prerequisites.
Contabilidade & amp; Financial Statements Integration How to Analyze a 10K Finance 101: Introduction to Finance Back to this topicBack to top.
Basic Financial Modeling.
This course builds upon, and implements in Excel, the fundamental financial analysis and valuation topics. Create a top-down, five year income statement projection model and then construct a basic discounted cash flow analysis on top of your projection model.
Income Statement Projection.
Input historical financial results and recast as necessary Calculate historical growth rates and margins which serve as the basis for your projection assumptions Calculate your projected profitability from revenue down to EPS Learn the correct way to calculate diluted shares outstanding Brief discussion and introduction to differences between U. S. and International GAAP.
Discounted Cash Flow Analysis.
How is a discounted cash flow analysis actually constructed? What is the difference between the terminal value and perpetuity growth approaches and what are the implications on value? Learn subtle nuances including the proper figure for "cash flow" in perpetuity growth models.
Prerequisites.
Contabilidade & amp; Financial Statements Integration Finance 101: Introduction to Finance Corporate Valuation Methodologies Company Overview Back to this topicBack to top.
Basic Valuation Techniques.
Build upon Corporate Valuation Methodologies with a short, hands-on exercise to hone in the core concepts in practice before diving into the more advanced valuation modeling topics. Translate the valuation concepts into real-life case study that demonstrates and shows the valuation principles.
Objetivos de aprendizado.
Calculate current trading and valuation statistics of industry competitors Project value of a company and stock based on estimated industry average valuation multiples Construct a sample DDM and DCF valuation analysis Estimate WACC, component costs of capital and CAPM and incorporate into valuation analysis Back to this topicBack to top.
3. Advanced Financial Modeling.
Take everything to the next level as we build upon the basic & core concepts to cover the fundamental financial modeling concepts that one must be master in order to perform the minimum financial analysis required. We will make you "super-stars" in Excel and modeling techniques as well as understand the art of valuation. We plow deep into building robust, integrated models and ripping apart footnotes and making subjective inputs and properly analyzing the results of our models.
Advanced Financial Modeling – Core Model.
Build fully integrated 5-yr financial statement projection model by projecting the Income Statement, Balance Sheet, Cash Flow Statement, the Debt Sweep to balance model and Interest Schedule to fully integrate model. This course will allow you to have a complete financial model projecting run-rate profitability which you can easily layer on valuation and merger models.
5-Year Financial Statement Projection Model.
How do you project a company's Income Statement from revenues and expenses down to Net Income? What are the different methodologies to forecasting the different types of assets on the balance sheet and how do they compare and contrast with projecting liabilities? How do you project the shareholders' equity account? What is the importance of financial ratios in building the balance sheet projections? How do you approach building an integrated cash flow statement? How do you build each component of the cash flow statement and why is cash the last item to project?
Incorporate calculation and payment of dividends into your integrated financial model Emulate announced share repurchase program by estimating implied price and shares repurchased.
Balance the model using the debt schedule and debt sweep logic – the most important analysis in terms of balancing the model!! How does the cash actually flow through the model? Incorporate automatic debt payments and use cash generated to either pay down debt or build cash How does the revolver facility actually balance the model? Avoid messy nested "if" statements!! How does the balance sheet and financial statements balance by itself without the use of "plugs"? How are the financial statements integrated using the Interest schedule? What are circular references, why should they be avoided and how to get around circular references.
Accounting & Financial Statements Integration Company Overview Basic Financial Modeling Efficiency in Excel Back to this topicBack to top.
Advanced Segment Build-up Sensitivity Modeling.
Learn how to build detailed revenue and segment build-ups into your larger financial model. Many financial projection models are based off simple revenue growth rate and expense margin assumptions, resulting in reduced precision in the projection model. This course teaches various approaches to true, bottoms-up, fundamental analysis, from both an "account-by-account" and "business segment" basis (very detailed build-up vs. division by division). The results of build-up analysis roll-up into a consolidating income statement that feeds into the Income Statement revenue items.
Detailed Business Segment Build-Up:
Model out historical change in key drivers of growth and project future detailed growth Analyze and break down growth based on publicly available data and inputs from 10K filing Incorporate and remove effect of growth from non-core items such as foreign exchange rate fluctuations Project future detailed growth assumptions that roll up into larger projection model Instead of just calculating 10% growth rate in revenue, dig into deeper layers of growth drivers For instance, for a retailer, calculate Sales / Sq Foot / Type of Store, which captures: (i) number of stores (store count growth); (ii) size of each store (expansion and size creep); (iii) profitability of each sq foot and same store comps sales (YoY sales growth)
Operating & Division Segment Build-Up:
Calculate and analyze different operating segments as reported in public filings to roll-up into IS Adjust for extraordinary items by segment based on MD&A and disclosed footnotes Extract, utilize and incorporate volume and pricing increases into operating segment performance Estimate and project future revenue and segment income and allocate for corporate overhead Estimate projected COGS and SG&A on the entire base after operating build-up.
Detailed New Business Build-Up:
Bridge the gap and quantify future, as-yet-unachieved growth initiatives based on concrete assumptions Analysis would roll into core "organic growth" model and sensitized Model out effects of hiring new sales representatives and the associated increased revenue Triangulate new revenue and tiered commission expenses due to renewal business Calculate incremental salary and bonus cost of new sales representatives Calculate additional cost of sales and other expenses related to new business.
Detailed Account by Account Build-Up:
Project sources of revenue based on growth in number of accounts and customers Model out revenue per account and associated commissions and expenses Incorporate rate increases into model Further enhance model via sensitivity & scenario modeling and analysis Detailed build-up consolidates into Consolidating Income Statement which feeds into model Account for inter-company eliminations in historical pro forma model and projections.
Sensitivity Analysis and Multiple Cases:
Layer sensitivity analysis on top of segment build-up to incorporate various assumptions and cases Build multiple scenarios and cases, including Base Case, Optimistic & Pessimistic Cases Toggle and sensitize profitability and cash flow of model based on various case assumptions.
Prerequisites.
Basic Financial Modeling Advanced Financial Modeling – Core Model Back to this topicBack to top.
Advanced Financial & Valuation Modeling – Enhancements - Part I.
Build upon completed core model and layer on valuation analysis. Construct DCF valuation model, detailed revenue segment build-up, project more precise depreciation schedule, calculate credit & leverage statistics and ratios, construct a reference range and football field summary valuation. This Enhancements course will allow you to have a much more detailed stand-alone financial model and valuation model!
Enhancements to Core Integrated Financial Model.
Build a stand-alone depreciation schedule to better estimate working capital changes and free cash flow by depreciating existing PPE as well as new capital expenditures Credit and leverage statistics ratio analysis with automated comparisons vs. S&P rating statistics.
Detailed Business Segment Build-Up.
Model out historical change in key drivers of growth and project future detailed growth Analyze and break down growth based on publicly available data and inputs from 10K filing Incorporate and remove effect of growth from non-core items such as foreign exchange rate fluctuations Project future detailed growth assumptions that roll up into larger projection model.
Valuation Modeling.
Construct a discounted cash flow analysis, estimate unlevered free cash flow (free cash flow to firm) and terminal value using multiples approach and perpetuity growth approach Build reference range and football field to summarize valuation.
Prerequisites.
Accounting & Financial Statements Integration Finance 101 – Introduction to Finance Corporate Valuation Methodologies Company Overview Basic Financial Modeling Advanced Financial Modeling – Core Model Extreme efficiency in Excel Back to this topicBack to top.
Advanced Financial & Valuation Modeling – Enhancements - Part II.
Further enhance core integrated financial model by building a detailed tax schedule incorporating NOLs (Net Operating Losses), Section 382 limitations on NOL usage and differences between book and tax depreciation. Dive deep into re-calculating depreciation for tax purposes based on accelerated depreciation – MACRS (Modified Accelerated Cost Recovery System) in the US. Incorporate and flow the accelerated tax depreciation into the larger tax schedule to account for differences in GAAP Pre-Tax Income and Taxable Income. Finish up with a quick Residual Income analysis and EVA (Economic Value Added) analysis, which complements our Enhancements Part I course.
Construct flexible Tax Depreciation Schedule.
GAPP depreciation schedule is off simplistic straight-line assumption while tax write-offs allow for accelerated depreciation schedule Incorporate real-world MACRS schedule (US IRS tax code) to depreciate assets based on various property classes and recovery year Integrate with new capital expenditures assumptions by asset class Compare and contrast with GAAP depreciation Gain better precision into cash flow modeling and working capital line items.
Construct and reconcile extremely detailed Book vs. Tax Income Tax Schedule.
Combine GAAP and tax depreciation schedule into tax schedule for model's deferred tax liability Further enhance detailed tax schedule incorporating NOLs (Net Operating Losses) Incorporate limitations on NOL usage based on change of control provisions Construct detailed accelerated tax depreciation schedules based on MACRS Properly build-up detailed deferred tax assets and liabilities Balance Sheet accounts Perform and analyze Residual Value and EVA analysis.
Construct a discounted cash flow analysis, estimate unlevered free cash flow (free cash flow to firm) and terminal value using multiples approach and perpetuity growth approach Build reference range and football field to summarize valuation.
Calculate equity capital charge total capital charge Use correct discount rate for each analysis Compare and contrast pros and cons and the purpose of each analysis.
Prerequisites.
Basic Financial Modeling Advanced Financial Modeling – Core Model Enhancements to the Core Model – Part 1 Back to this topicBack to top.
Private Company Pro Forma Modeling.
Pro Forma financial statements are a tool to recast financial results in a manner that is more representative of future performance and to remove the effects of private ownership. Pro Forma financial statements have one or more assumptions or hypothetical conditions built into the data and are often used to develop core earnings capacity (quality of earnings) when the objective is to value a company for sale to a third party or for internal perpetuation. The goal is to examine a sampling of the most common types of Pro Forma adjustments most often seen when valuing closely-held entities. Similar to analyzing one-time adjustments for public companies, the adjustments can affect both revenues and expenses, increasing or decreasing either one. However, private company pro form adjustments require a much more detailed analysis of each expense line to adjust for the effects of private ownership.
How to recast financial results to be more representative of future performance and adjust for the effects of private ownership Understand the different types of adjustments required, ranging from discretionary to non-recurring to standalone corporate entity Comprehend the major types of revenue adjustments to isolate true, organic revenue base Learn the right questions to ask regarding new clients, lost clients, profit sharing agreements and more Plow through all the expense line items, focusing on SG&A expenses Apply industry-wide rules of thumbs on compensation and benefits Adjust for the impact of key officers and management's run-rate compensation level Dive in deep on operating expenses, from auto expenses/allowances to advertising/marketing, etc Adjust for taxes from a private, pass-thru entity to a standalone corporation Analyze key Balance Sheet adjustments such as midnight shareholder dividends and officer loans.
Prerequisites.
Accounting & Financial Statements Integration Company Overview Basic Financial Modeling Back to this topicBack to top.
4. Valuation Modeling.
We dive deeper into the nuances of valuation by understanding the art (not science) of valuation. Build upon your core financial models by integrating and layering on hands-on valuation analysis. Construct standard full-blown DCF analysis, trading & deal comps analysis and summary football field. Dive real deep into the nuances of valuation by ripping apart footnotes and making subjective inputs while balancing objectivity.
Corporate Valuation Methodologies & Finanças corporativas.
Learn how corporations are valued and the major analytical tools that are used. Go beyond academic theory to real-world methods as used by professionals; includes a crucial primer to Corporate Finance and its non-theoretical application. Apply learning objectives and goals immediately by analyzing a $6 billion+ transaction. Topics covered include: (i) how to value a company (trading comps, deal comps, DCF, LBO, break-up and asset valuation); (ii) importance of Enterprise Value, EBITDA, capital structure, leverage and WACC; (iii) analyze valuation multiples and ratios; why are PE ratios sub-optimal as a valuation metric?; (iv) practical, non-theoretical application of introduction to corporate finance.
Valuation Methodologies.
How much is a company worth? Why is the current stock price not an accurate indication of value? How do you tell if a company is under-valued or over-valued? Why would one company command a higher or lower premium than its direct competitor? What is the importance between enterprise value and equity value? Why do we include minority interest and exclude capital leases? What is the relevance of capital structure and leverage on a companys value? Why and how is corporate finance so critical to managing a firm's profitability? What exactly does a multiple tell us? Learn the correct way to use P/E ratios and other multiples Why are P/E ratios misunderstood and what other profitability-related ratios are more important? What is EBITDA and why is it so important? Utilizing the correct numerator for multiples analysis Calculating implied value based on multiples analysis What is a leveraged buyout and what are the main motives for LBOs?
Case Study Discussion.
Analysis of "football field" and reference ranges Detailed discussion of the major valuation methodologies, their nuances and application in the real-world Analyzing, comparing and contrasting trading comps, deal comps and premiums paid Detailed explanation of Discounted Cash Flow (DCF) valuation, its theory and application Discussion of why the DCF is arguably one of the most important analyses while simultaneously one of the most academic and least practical of them all Review of WACC (weighted average cost of capital), CAPM (Capital Asset Pricing Model) How do you approach valuing a company with completely disparate businesses?
Hands-On Exercise.
Interactive group project break-out to analyze, compare and contrast financial statements of various companies; discussion and recommendation of which companies are more attractive.
Prerequisites.
Contabilidade & amp; Financial Statements Integration How to Analyze a 10K Finance 101: Introduction to Finance Back to this topicBack to top.
Fundamental Valuation – DCF Modeling.
Layer on complete valuation analysis including discounted cash flow analysis, quick & dirty trading comps, reference range and football field. Learn the proper way to account for options in valuation context using complex treasury method.
Objetivos de aprendizado.
Construct a "fully-loaded," complex discounted cash flow analysis the correct way with options Integrate with trading & deal comps to complete valuation analysis Build and analyze reference range and football field to summarize overall valuation metrics.
Discounted Cash Flow (DCF) Valuation Modeling.
How is a discounted cash flow analysis actually constructed? Estimate unlevered free cash flow (free cash flow to firm) Why is amortization non-tax-deductible from a tax perspective and what are the implications on value? What are different proxy methods for calculating working capital? Terminal Value estimation: what are the differences between the EBITDA multiple and perpetuity growth approaches and what are the implications on value? Learn subtle nuances including the proper figure for "cash flow" in perpetuity growth models Weighted average cost of capital (WACC) analysis that supports the DCF (estimate discount rate) Calculate from enterprise value down to equity value and ultimately down to stock price per share Learn the correct way to calculate shares outstanding using the treasury diluted method.
Quick & Dirty Trading Comps.
Build a basic, quick and dirty, back-of-the-envelope trading comps analysis Construct a relative valuation analysis Input historical results and analyst projections for comparable companies (public traded competitors) Calculate current standalone market valuation multiples.
Reference Range & "Football Field" Valuation.
Build reference range that quantifies fundamental and valuation methodologies Perform valuation modeling techniques including: quick & dirty trading comps, reference range analysis Crystallize and appreciate the capital structure and the relationship between total enterprise value, equity value and price per share Utilize best practices to reduce average construction time from 2 hours to 30 seconds Build and update dynamic football field to graphically summarize valuation metrics Analyze, discuss, compare and contrast valuation results Back to this topicBack to top.
Complex Trading Comps Analysis.
Build a detailed, thorough trading comps analysis (analysis of selected publicly traded companies) and learn how to properly construct a relative valuation analysis the correct way as well as how to normalize financials for extraordinary items, non-recurring and restructuring charges. This course itself isn't terribly complex or difficult, but is very tedious, time consuming and at times frustrating as it requires a great deal of patience, attention to detail and reading comprehension. Hence, the first four letters of the title "analyst" ring true – perfection is required to get the right numbers.
Trading Comps Overview and Instruction.
Learn the steps required to construct a trading comps analyses and how to filter straight through to the relevant information Best practices on inputting and checking data, "Do's and Don'ts" tips, specific Income Statement and Balance Sheet reminders Calculate LTM (last twelve months) and handling projections for comparability Weighted average cost of capital analysis.
Complex Comps Adjustments.
Prerequisites.
Accounting & Financial Statements Integration Finance 101 – Introduction to Finance Company Profiles Corporate Valuation Methodologies Company Overview Basic Financial Modeling Quick & Dirty Trading Comps Analysis Efficiency in Excel Back to this topicBack to top.
Deal Comps Analysis (Precedent Transactions)
Build a deal comps analysis (analysis of selected acquisitions), similar to trading comps analysis, but from an acquisition context using historical transaction data instead of current market valuation data. This course will allow you to properly construct a deal comps analysis the correct way, uncovering some of the nuances related to calculating transaction value and purchase price. This course is not a complex course and in fact, is a relative breeze compared with our Complex Trading Comps course, but builds upon the concepts in the latter course.
Deal Comps Instruction.
Learn the steps required to construct a deal comps analyses and how to filter straight through to the relevant information Plow through the myriad of deal information such as 8K filings, 10K filings, press releases and industry databases Calculate transaction value (purchase price), premiums and multiples in past deals Uncover subtle nuances of determining correct enterprise value and avoid valuation mistakes.
Prerequisites.
Accounting & Financial Statements Integration Company Profiles Corporate Valuation Methodologies Company Overview Basic Financial Modeling Quick & Dirty Trading Comps Analysis Complex Trading Comps Analysis Efficiency in Excel Back to this topicBack to top.
Private Company Pro Forma Valuation.
This course builds upon our basic Corporate Valuation course and introduces the complex nuances associated with analyzing and valuing private companies. We dive deep into the details and concepts deeply imbedded with valuation of large publicly traded and listed companies and take it to next level by applying it to companies and regions with very sparse publicly available data. Learn nuances of adjusting for DCF valuation, WACC analysis when no data exists, how to select and adjust peer comparables when no "good comp" exists. While there is certainly no magic bullet to the tough questions and lack of information, there are techniques and best practices to get us as close as possible.
Fundamental & DCF Valuation Nuances: Detailed explanation of Discounted Cash Flow (DCF) valuation, its theory and application Discussion of why the DCF is arguably one of the most important analyses while simultaneously one of the most academic and least practical of them all Analysis of EBITDA and growth approaches to Terminal Value estimation and pros and cons of each Discussion on the correct Cash Flow starting point for Gordon Growth Rate: long-term relationship between CapEx and depreciation and the theoretical implications on DCF Computing reasonable perpetual growth rate and the nuances associated Perpetual growth rate method and applications: how to value high growth companies in which the terminal year growth has not yet reached steady state growth for perpetuity.
Prerequisites.
Accounting & Financial Statements Integration Finance 101 Corporate Valuation Methodologies & Corporate Finance Basic Valuation Techniques Back to this topicBack to top.
Participating Preference Securities.
When investing in earlier stage companies, whether start-up, growth or mezzanine stage investing, there is a fine balance between incentivizing the newest round of investors injecting capital and providing enough returns for earlier round investors, while still motivating management to strive for mutual alignment of economic interests. Investors desire downside protection while craving equity upside. Thus, the participating preference securities evolved from a blend of common stock with equity upside & voting rights to debt with accruing interest and priority of liquidation. In this course, learn how to structure, and model out such hybrid securities commonly used in VC and earlier stage investing.
Liquidation Waterfall Modeling & Analysis.
Modeling Preferred Equity and Multiple Class Share Positions: structuring returns for each equity participant and class/series of investors Equity Assumptions: capitalization tables, pre-money vs. post-money calculations Liquidation Preference: minimum return threshold based on pre-determined multiple and accrued dividends over time → provides LIFO effect of last dollar in, first dollar out Dividends: Cash pay vs PIK; compounding vs simple; cumulative vs. non-cumulative Participation Rights: investors shall participate on equity upside based on fully diluted ownership percentage → allows investors to participate in upside valuation after liquidation preference protection Participation Caps: the crux of the analysis focuses on the capped upside of the investor and re-distribution of fully diluted ownership percentage for remaining investors → it gets complicated and that's why it's called a waterfall! Conversion: complicate the analysis by adding in a conversion option for all investors to further participate in upside → could radically change the valuation parameters based on final valuation/liquidation amount Management Options & Warrants: incorporate management options in allocation of final management proceeds → based on cashless converts using treasury method of dilution Back to this topicBack to top.
Pension Accounting for Valuation.
Pension and Other Post-Employment Benefits has had an increasing spotlight on a company's reported results and financial statements, especially given the dramatic impact on the airline and car manufacturing industries. Understand how different employer paid benefit programs, such as defined benefit pensions, manifest in and impact the firm's financial statements. Learn how and where to find benefit plan liabilities, their implications on valuation and profitability and how to analyze the information provided. This program begins with a primer on accounting and financial statements, the 10K SEC filing, a thorough review of pension accounting and terminology, the associated footnotes in a 10K filing and how to synthesize the information into a coherent analysis. Incorporate new Pension Protection Act of 2006 and SFAS 158: Accounting for Defined Benefit Plans.
Objetivos de aprendizado.
Accounting & Financial Statement Overview: IS/BS/CF, relationships and ratios Analyze a 10K: MD&A Overview, selected relevant benefit plan footnotes Pension Accounting Review: Overview from financial analysis perspective and implications Hands-On Exercise: Accounting ratios/implications & Pension footnote analysis.
Accounting & Financial Statement Overview.
Comprehensive financial statement review of Income Statement, Balance Sheet & Cash Flow Statement Understand how financial statements are inter-related to each other and the intricate relationships Overview and explanation of major financial ratios, including: liquidity, asset management, debt management, profitability, and market value ratios.
10K SEC Filing and Benefit Footnotes:
Brief discussion of 10K SEC filing and the importance of benefits footnotes disclosed Understand MD&A and risk factors and how they are tied to profitability and benefits expenditures Detailed analysis of various Pension and Other Postretirement Benefit footnotes & their implications.
Pension Terminology & Accounting:
Learn pension-specific accounting terminology in the context of financial analysis Thorough review of pension expense factors and assumptions as well as impact to profitability Assess projected benefit obligation, change in retirement plan assets, funded status of plan Brief overview, discussion and implications of SFAS 158: Accounting for Defined Benefit Plans Brief overview, discussion and implications of Pension Protection Act of 2006 Summary impact of pension disclosures on valuation and total enterprise value.
Hands-On Exercise / Case Study:
Interactive, hands-on group project break-out to analyze financial statements selected company Analyze and interpret actual 10K SEC filing footnotes on pensions and OPEB. incorporate into financials of selected company and compare and contrast financial implications Back to this topicBack to top.
5. Merger Modeling.
Our merger modeling topics introduce critical skills required for understanding how to structure and analyze mergers & acquisitions. After modeling a company's profits / cash flow and valuing the entity, one must decide what to do with the company in the grand scheme of its strategic alternatives, including a merger or acquisition. We introduce the basics of deal structuring and implications on accretion/dilution to building more involved merger models with the complexity of complicated FASB and IFRS accounting rules.
M&A Deal Structuring.
The goals of this course include: (i) understand the major steps and timelines of M&A; (ii) learn how to structure an M&A deal; (iii) explore common deal structures and determine optimal deal structures such as cash vs. stock consideration, stock vs. asset deals; and (iv) accretion / dilution and breakeven analysis. This course provides the fundamental knowledge required to understand, analyze and structure mergers & acquisitions. To hone the concepts learned in this module, be sure to follow-up with our hands-on, Excel-based Merger Modeling Basics course.
Mergers & Acquisitions Overview.
Motivations for mergers and acquisitions M&A sale process and timetable Review of strategic planning & preparation of required materials Examination of the types of potential buyers Description of the due diligence process Overview of negotiation & closing processes Overview of representations and warranties.
M&A Deal Structuring.
Review of various deal considerations and deal structuring options (cash vs. stock) Common structural issues in a transaction (stock vs. asset, 338(h)(10) elections) Buyer and seller preferences for various deal structures and rationale Tax implications of transactions based on deal structure and FASB 142 goodwill amortization Brief discussion of upfront vs. deferred payments, employee retention and bonus pools.
Accretion Dilution Analysis.
Merger consequence analysis including accretion / dilution and financial implications of a deal Discussion of key components with financial impact on transactions Detailed explanation and analysis of line-by-line construction of accretion / dilution model Analysis of breakeven PE for both 100% stock and 100% cash considerations Contribution analysis and its relevant in the analytical process.
Prerequisites.
Accounting & Financial Statements Integration Company Profiles Corporate Valuation Methodologies Back to this topicBack to top.
Merger Modeling Basics.
This merger modeling course builds on top of our M&A Deal Structuring course in which you will build an accretion / dilution analysis, a generic "ability to pay" analysis, and a simple merger model slapping together two income statements, selected balance sheet items and cash flow sweep for debt payment. This course will allow you to quickly understand basics of merger modeling. To maximize your learning in this module, you need to absolutely understand the concepts in our M&A Deal Structuring course! This course serves as the backdrop to our super-advanced, complex merger modeling course.
Accretion Dilution Model.
Build dynamic merger consequence analysis (accretion / dilution) incorporating the following: Synergies switch, cash vs. stock sensitivity Amortization of goodwill switch (depending on purchase price allocation) Common structural issues: Stock vs asset deals and 338 (h)(10) elections Tax implications of transactions based on deal structure and FASB 142 goodwill amortization Analysis of breakeven PE for both 100% stock and 100% cash considerations Calculate pre-tax and after-tax synergies / cushion required to breakeven.
Ability to Pay Analysis.
Construct an "Ability to Pay" Analysis, a reverse Accretion / Dilution analysis Calculate maximum equity value and enterprise value based on cost of debt Sensitize analysis based on interest rates and pre-tax synergy assumptions.
Simple Merger Model.
Construct a merger model, simple combination of Income Statement for target and acquiror Project simple stand-alone Income Statement for both target and acquiror Analyze selected balance sheet figures and ratios and multiples Estimate target valuation and deal structure Calculate selected Pro Forma balance sheet items Combine target and acquiror's Income Statement and estimated synergies Calculate cash flow for debt repayments to estimate debt repayments and cash balances Compute interest expense and interest income based on paydowns Calculate accretion / dilution and credit ratios.
Prerequisites.
Accounting & Financial Statements Integration Corporate Valuation Methodologies Company Overview Basic Financial Modeling Advanced Financial Modeling – Core Model M&A Deal Structuring Efficiency in Excel Back to this topicBack to top.
Intermediate/Advanced Merger Modeling.
Our Intermediate/Advanced Merger Modeling course significantly builds upon our Merger Modeling Basics course. We go beyond the simple concepts of accretion /dilution and build additional precision into estimating the correct, pro forma combined earnings. First, enhance the Sources & Uses of Funds to allow for additional clarity in deal structure. Then, dive right into the fine details of the complex FASB 141/142 and IFRS 3 purchase price allocation rules and fair market value tangible assets step-up intertwined with intangibles asset allocation. We tackle and quantify the resulting nuances in deferred tax liabilities and better quantify our synergies estimates. Participants should have mastered the merger concepts and financial modeling techniques covered in our M&A Deal Structuring and Merger Modeling Basics course.
Construct a merger model, simple combination of Income Statement for target and acquiror.
Project simple stand-alone Income Statement for both target and acquiror Analyze selected balance sheet figures and ratios and multiples Estimate target valuation and deal structure.
Build an expanded Sources and Uses of Funds analysis that controls the merger model.
Utilize cash from the acquiror to fund the merger, balanced with minimum cash balances Dynamically handle different percent cash and stock deal structures Incorporate target net debt refinanced / assumed Calculate and incorporate proper treatment of debt financing fees and transaction costs.
Merge target and acquiror income statements and calculate starting balance sheet items.
Calculate selected Pro Forma balance sheet items (full B. S. not projected) Combine target and acquiror's Income Statement Estimate various types of synergies – revenue, COGS and SG&A synergies.
Estimate condensed Cash Flow Statement and simplified Debt Sweep.
Calculate cash flow for debt repayments to estimate debt repayments and cash balances Compute interest expense and interest income based on paydowns Calculate accretion / dilution and credit ratios.
Calculation of Purchase Price Allocation (FASB 141/142 and IFRS 3)
Allocate purchase price among tangible book value (existing assets at cost), step-up in basis to FMV, tax deductible and non-tax deductible identifiable intangibles and goodwill Proper accounting treatment of transaction costs, tender costs and accrued interest of any refinanced debt and debt transaction financing fees Account for differences in GAAP book deductibility and tax deductibility of intangible assets Build in the ability to treat acquisitions as an asset sale for tax treatment.
Prerequisites.
Basic Financial Modeling M&A Deal Structuring Merger Modeling Basics Efficiency in Excel Back to this topicBack to top.
Merger Modeling: Earnout Structuring.
This Merger Modeling – Earnout Discussion module builds upon our M&A Deal Structuring and Merger Modeling Basics course by reconciling differences that arise in private middle-market transactions in which a buyer wants to be rewarded for future growth and a seller is only willing to pay for growth that has been achieved. But, the seller reckons, "why should I sell when I believe I can achieve greater growth and then sell for an even larger valuation at that future point?" The main tool to bridge this gap is for the seller to put his money where his mouth is - if you say you can achieve $1 billion of revenue, then prove it - one should be willing to accept deferred, contingent payments for such future growth that has yet to be realized. In this add-on module, we explore different ways to analyze and structure earnouts.
Construct a sample earnout model based on a base earnout and a "super-earnout":
Create a two-tiered earnout structure that is dependent on achieving management projections Structure earnout based on both Revenue and EBITDA targets Evaluate the "base" target financial goals and calculate corridor earned Review best practices in calculating the actual earnout earned Repeat analysis for second earnout tier, the "super-earnout", a much more difficult to achieve set of financial projections Evaluate pros and cons of being too optimistic in management projections vs. being too pessimistic.
Prerequisites.
Accounting & Financial Statements Integration Basic Financial Modeling M&A Deal Structuring Merger Modeling Basics Segment Build-up & Sensitivity Modeling Private Company Pro Forma Modeling Back to this topicBack to top.
Super Advanced M&A Merger Modeling.
The goal of this course is quite simple and yet extremely complex in implementation: build an all-out, full combination and merger analysis of target and acquirer company, integrating full projection model for both. This course will allow you to build one of the most dynamic, sophisticated and complex merger models out there, slapping together complete Income Statement, Balance Sheet, Cash Flow Statement, brand new, highly complex Debt Sweep and Interest schedule for the two companies and combined merged entity. Determine deal structure, purchase price allocation and tax deductibility, accretion / dilution and a whole host of issues.
Learning objectives include: (i) calculate Sources & Uses of Funds, post-transaction ownership, accretion / dilution; (ii) combine Target and Acquiror Income Statements and incorporate synergies into pro forma merger model; (iii) calculate pro forma, post-transaction opening Balance Sheet and project future combined Balance Sheet; (iv) derive combined Cash Flow Statement, dept sweep & interest schedule to balance and integrate model.
The core LBO model serves as the beginning model for the target company in this Complex, Super-Advanced Merger Modeling course and as such, you must have completed the Complex LBO Modeling course first to have the model!
Merger Summary & Sensitivity Options.
Sensitize deal structure options, including stock & cash consideration Construct Sources & Uses of Funds including various financing scenarios and ability to refinance any existing debt and utilize existing excess cash to fund acquisition Calculate correct transaction value incorporating economic effect of management options Calculate post-transaction ownership summary Allocate purchase price among tangible book value (existing assets at cost), step-up in basis to FMV, tax deductible identifiable intangibles, non-tax deductible identifiable intangibles and goodwill Proper accounting treatment of transaction costs, tender costs and accrued interest of any refinanced debt and debt transaction financing fees Account for differences in GAAP book deductibility and tax deductibility of intangible assets Build ability to treat acquisitions as an asset sale for tax treatment Line-by-line combination of Target & Acquiror Income Statements including revenue and expense synergies and correctly depreciation and amortization of assets from purchase price allocation analysis Calculate pro forma, post-transaction EPS, accretion / dilution analyst and pre-tax synergies / cushion required to breakeven Project tax levels, incorporating permanent differences in book vs. tax deductibility of intangible assets Combine Target & Acquiror Balance Sheets and perform transaction adjustment entries to calculate pro forma opening Balance Sheet Calculate projected Balance Sheet and Cash Flow Statement of combined merged company Analyze & construct complex debt schedule to sweep through mandatory & discretionary debt payments Ability to dynamically pay down tranches of Target & Acquiror's debt and new debt raised Calculate pro forma and projected credit & leverage statistics and automatically evaluate debt ratings of merged company.
Prerequisites.
Accounting & Financial Statements Integration Company Profiles and Corporate Valuation Methodologies Company Overview and Basic Financial Modeling Advanced Financial Modeling – Core Model & Enhancements M&A Deal Structuring and Merger Modeling Basics LBO Overview and Quick & Dirty LBO Model Complex LBO Model & Enhancements Super extreme efficiency in Excel Back to this topicBack to top.
Banker's Law: Legal Aspects of Transactions (NDA, Due Diligence, SPA)
The nondisclosure agreement (NDA) and purchase agreement are two of the most important legal documents that bankers and other finance professionals need to be proficient with during a transaction. The NDA is one of the first agreements to be signed during the negotiation phase. This document lays out the boundaries surrounding what information is confidential. In the NDA portion of this course, you will learn what major components to expect in an NDA. The purchase agreement is also a vital document outlining the legal details of an M&A transaction. The goal is to translate the financial terms of the deal into proper legal protections for both parties. We will walk you through the various sections found in almost all M&A purchase agreements, with detailed explanations of what they mean and how they are all pieced together.
One of the most, if not the most, important parts of an M&A deal is the due diligence process. You may have heard about "kicking the tires" and putting boots on the ground to see what really goes on in a business, but that is just a portion of the legwork required. Comprehensive paperwork, rigorous cross-referencing, and in-depth research are all key to understanding what exactly is being offered for sale. In this course, explore the rationale behind what the respective buyers and sellers are looking for, including the qualitative and quantitative risks associated with the potential transaction. A substantial set of checklists has developed throughout the storied history of the M&A industry, and it is the banker's job to competently meet the long list of information requests that clients make.
Objetivos de aprendizado.
Review the various sections of a standard NDA and understand how seller/target tries to protect itself Know what to expect in a purchase agreement, and what changes hands when one is executed Understand the purpose of the due diligence process, and who conducts it Step into the shoes of an acquiror or investor investigating all aspects of a business, from operational to regulatory and everything in between in validating the assumptions behind transactions.
Course Sections.
Due Diligence for Dummies.
What does due diligence entail? In what cases is financial due diligence required? When and where does this process typically take place? Which parts of due diligence are supposed to be quantitative vs. qualitative? Besides financial due diligence, what other types (tax, legal, operational, etc.) are there?
The Due Diligence Process.
What are all the steps involved in the due diligence process? Who are the parties responsible for compiling and organizing the initial due diligence information? Who performs the actual due diligence? What is a "data room" and what belongs inside of it? How might it change throughout the course of a deal?
Corporate Due Diligence.
What documents should be reviewed to verify the validity, scope, and reach of the business's incorporation? What are the relevant pieces of a company's history, such as its product lines and management team? How many subsidiaries of this business exist? Where do they operate, and how are they structured? Are there any synergies available? If so, what are their potential revenue increases and cost reductions? What are all the contracts between the parties involved, such as license agreements, purchase agreements, insurance contracts, and equipment leases/loans?
Marketing/Sales Due Diligence.
What can you find out about the market in which the target operates? Have there been external studies? Which trends can people working closely in this industry identify and support? What are the key relevant facts regarding branding, customer relationships, distribution, and sales? Is there a cohesive product development pipeline? What makes their products/services profitable or unique?
Human Resources Due Diligence.
How will the deal account for compensation and benefit plans? Are there plans for cultural and logistical transitioning programs? How can you smooth out the various employee-related issues that will arise, such as personnel costs, executive compensation, dismissal costs, and more?
Operational/IT Due Diligence.
When is it possible to increase operational efficiency in the wake of a merger or acquisition? Why is operational transparency vital to enhancing the value of the enterprise? Which costs and capacities associated with the production/manufacturing process should be determined? Are the information technology and business technology solutions currently in place secure and efficient?
Financial Due Diligence.
Which sections of the balance sheet need to be accounted for and assessed? How do you challenge both a target's historic and projected financial data? What are the critical factors behind working capital, insurance, and debt forecasts? What records are commonly requested? Why might supplier lists, customer lists, inventory lists and financial statements be of interest to buyers/investors?
PP&E Due Diligence.
How can you value all equipment and fixed assets currently owned or leased by the business? What are all of the required official documents regarding the target's real property? Are there any plans to relocate or expand? If so, what will be the resulting financial and legal impacts?
Legal and Environmental Due Diligence.
Which legal documents must be secured and verified? Is there any current or potential litigation? What about past claims and lawsuits, threatened or otherwise? What intellectual property considerations are required? How have past IP lawsuits affected the business? How is the current state of research and development, and what are the documentation policies? What complications arise from cross-jurisdictional transactions? Which regulatory bodies will govern legal and environmental matters?
Purchase Agreements: Overview.
What are the primary sections of a purchase agreement, and how do they vary across deals? At which point of a deal is a purchase agreement drafted? What is the difference between a letter of intent (LOI) and an indication of interest (IOI)? Traditionally, who provides the first draft of a purchase agreement?
Purchase Agreements: Purchase Price Adjustments.
How are post-closing adjustments to the final purchase price handled? What are earnouts and milestone payments? What is the rationale behind Net Working Capital Adjustments, and which specific provisions apply? What other types of purchase price adjustments are typically available?
Purchase Agreements: Legal Deal Structure.
In a business combination, what will the corporate structure of the surviving entity be? How do stock purchases, asset purchases, tender offers, and mergers all differ? Which structures are preferable to buyers and to sellers? For stock purchases and asset purchases, what exactly changes hands between the parties, and how? How is the acquisition or transfer of intellectual property handled? Assess the pros and cons of the various deal structures, including tax, liability, and other implications in the following structures: stock / asset deal for cash and/or stock; basic and triangular mergers; spin-off and split-offs and reverse mergers.
Purchase Agreements: Merger Consideration.
What is the valuation methodology behind the acquiring party's shares? What mechanisms are in place to address floors and caps for the value and price of issued shares? How do seller-financed notes, contingent & installment payments affect the deal structure? If stock is involved, how are ownership rights and the conversion of fractional shares determined?
Purchase Agreements: Representations and Warranties.
How are representations and warranties outlined? Who will own what? Which aspects of the business being sold are accounted for in a purchase agreement? How do these relate to the due diligence process?
Purchase Agreements: Covenants.
What are some examples of covenants that are agreed upon in between the signing and closing phases? How are regulatory - and financing-related covenants structured? What are the differences between "best efforts" and "reasonable efforts" to close the deal? Which post-merger covenants are most typical, such as employee considerations?
Purchase Agreements: Indemnification.
What do exclusive remedy provisions entail, and which exceptions are often covered? What limitations on liability are commonly found in purchase agreements? What is sandbagging? What contractual approaches may be taken to handle indemnification? For how long are acquirers usually indemnified? What affects the duration of this period? What are baskets and caps? What is the general trend in the M&A universe?
Purchase Agreements: Completion and Complications.
What is the seller obligated to deliver upon closing the transaction? How might an M&A deal face complications? How does the purchase agreement handle these, if at all? What are the standard conditions precedent that govern the buyer's and seller's obligations before the deal can successfully go through? Back to this topicBack to top.
6. LBO Modeling.
Our LBO modeling courses introduce critical skills required for properly understanding and quantifying capital structure changes from simple share repurchases to the extreme of a leveraged buyout. The techniques and concepts learned in building proper, robust, dynamic and flexible LBO models are highly valued given the relatively difficult nature of setting up, quantifying and articulating the complex relationships and intricacies of the LBO. We clearly convey the complexities involved in understanding the deal structure, sources & uses, refinancing options, credit ratios and the all-important debt sweep.
Leveraged Buyout Overview.
This course provides a basic overview and introduction to leveraged buyouts, including discussion of rationale for 'going private', ideal LBO candidate, drivers of value. The following items are discussed, including description, importance, implications and general thoughts on: valuation, debt capacity, scenario analysis, sources & uses of funds, rollover equity, pro forma capital structure, purchase vs. recap accounting, goodwill treatment and other issues. You will gain some basic & fundamental knowledge required to understand LBO transactions. The purpose of this course is to introduce some of the terminology and concepts required for our Quick & Dirty LBO Modeling and Complex LBO Modeling courses.
Valuation Summary Maximum Debt Capacity Refinancing Scenarios Expenses – Definitions and Accounting Treatment Sources and Uses of Funds Equity Sources and Rollover Equity Interest Rate Scenarios Pro Forma Capital Structure Purchase Accounting vs. Recapitalization Accounting Goodwill Calculation / Treatment and Amortization (FASB 141/142) Pro Forma Opening Balance Sheet & Adjustments Pro Forma Shareholder's Equity Treatment Cash Flow Statement and Debt Sweep Adjustments and Expansion.
Prerequisites.
Accounting & Financial Statements Integration Finance 101 – Introduction to Finance Corporate Valuation Methodologies Back to this topicBack to top.
Quick & Dirty Basic LBO Model.
In the normal course of running a company, the CFO must balance capital requirements with capital sources of funds. Changes to the capital structure are not insignificant as each component of capital has an opportunity cost. In this course, we introduce the impact of changes in capital structure and the resulting impact on a company's decision to borrow vs. raise equity. We quantify the thought process and the logic that dictates one or the other by examining both extremes of capital structure changes: from a simple small share repurchase to the opposite spectrum, the leveraged buyout. This class examines and incorporates all the major inputs and value drivers of capital structure changes by building a short, quick and dirty LBO analysis, providing an excellent condensed overview and introduction to LBO modeling. As LBOs are risky and complex financial transactions, sometimes, building a full-out, complex LBO model is not necessary or required if one just wants to quickly gauge the feasibility of an LBO.
Learning Objectives Discussion on leveraged buyouts, including overview, rationale, ideal candidate and drivers of value Construct and sensitize a basic, quick and dirty, leveraged buyout model Incorporate fundamental drivers including Sources & Uses, Pro Forma, post-LBO projections, available cash flow, debt sweep, credit ratios and IRR.
Intermediate/Advanced LBO Modeling.
This course builds upon our Share Repurchase and Quick & Dirty LBO modeling courses which quantifies changes to capital structure and opportunity cost and our Basic, Quick & Dirty LBO modeling course. We start off by diving deeper into the typical LBO deal structure and then expand upon the different components of the Sources & Uses analysis; projecting selected critical Balance Sheet items; constructing more detailed Cash Flow Statement estimates and robust Debt Sweep, as well as triangulating IRRs for dividends to equity sponsor. Learning objectives include: construct and sensitize an advanced leveraged buyout model with many nuances and complications of our full-blown complex LBO model; incorporate fundamental drivers including Sources & Uses, Pro Forma, post-LBO projections, available cash flow, debt sweep, credit ratios and IRR; selected Pro Forma Balance Sheet items, Debt and Shareholder Equity accounts; Debt Sweep: incorporate Term Loan mandatory amortization and integrating and sweeping additional new and existing debt tranches; sensitize core IRR to equity sponsor as well as triangulate IRR.
Build an expanded Sources and Uses of Funds analysis that dictates LBO value Sources of Funds: inclusion of rollover equity, detailed debt structure & maximizing debt capacity Uses of Funds: ability to toggle refinancing of existing debt, excess cash usage, proper treatment of debt financing fees, tender costs and transaction costs Construct a Pro Forma, post-LBO Income Statement projection model incorporating LBO changes Calculate new, Pro Forma interest expense and amortization of debt financing fees Calculate cash flow available to firm through expanded debt sweep pay off high debt volumes Constructed simulated Cash Flow Statement, including CFO, CFI and CFF Expanded Debt Sweep schedule to flow through various debt items Incorporate Term Loan mandatory amortization and dynamic pre-payment Integrate and sweep through additional new and existing debt tranches Create condensed IRR (internal rate of return) analysis to evaluate financial sponsor returns Comparison of IRR to multiple of capital as a return metric and benchmark Identify true source of returns, from building of equity to time value of money Compare and contrast returns trends based on exit multiple contraction or expansion Discussion on why highly levered transactions must exit within 3 to 5 years Analyze and partially quantify the trend towards dividends to financial sponsor as opposed to debt paydown Triangulate IRR when there are unequal cash flow returns to equity sponsor primarily through dividends Analyze basic credit and leverage statistics and equity sources that drive the LBO model.
Prerequisites.
Basic Financial Modeling Advanced Financial Modeling – Core Model M&A Deal Structuring Merger Modeling Basics LBO Overview Quick & Dirty LBO Modeling Efficiency in Excel Back to this topicBack to top.
Complex LBO Modeling & LBO Model Enhancements.
Layer a complex LBO model on top core standalone projection model and build one of the most dynamic, sophisticated and complex LBO models out there. This is a highly complex and a very advanced modeling class and requires an absolute grasp of all basic and advanced accounting and financial concepts. Your finished LBO model will be a highly versatile and functional financial model able to capture and sensitize a great deal of inputs to project a realistic and more precise outcome including the ability to toggle between status quo, standalone model vs. all-out LBO vs. partial recap. The core LBO model serves as the beginning model for the target company in our Complex, Super-Advanced Merger Modeling course.
Significantly enhance the LBO model by incorporating the following: PIKs (Paid-In-Kind), warrants and partial, less than 100% recapitalization. Further modify LBO model for mezzanine debt, non-cash interest, issue warrants and modify equity acquired. Incorporate all enhancements into end-all IRR analysis by significantly scaling out returns calculation via massive triangulation of cash flows.
Standalone Projection Model.
Build standalone, fully-integrated projection model that serves as the core model for the LBO model and to check final LBO model against status quo, no transaction scenario. Mirrors our Advanced Financial Modeling – Core Model course.
LBO Summary.
Layer LBO model on top by modifying core standalone projection model Build the ever-so-critical "LBO Summary" page that controls all the drivers and inputs of the LBO model: valuation metrics, maximum debt capacity, Sources and Uses of Funds Sensitize the LBO with the following options: recapitalization vs. purchase accounting, interest rate scenarios, refinancing scenarios Incorporate proper accounting treatment of expenses (debt transaction financing fees, tender costs and transactions costs) Calculate equity sources and rollover equity and financial implications Create Pro Forma capital structure and opening balance sheet incorporating transaction adjustments Calculate goodwill incorporating the FAS 141 and 142 goodwill amortization rules Toggle between various LBO scenarios and no transaction for valuation purposes.
Balance Sheet & Cash Flow Statement Adjustments.
Translate LBO summary and deal structure into Pro Forma Opening Balance Sheet Balance Sheet adjustments include: cash changes, goodwill, capitalization of expenses, debt and capital structure modifications Properly calculate and incorporate Pro Forma Shareholder's Equity treatment Cash Flow Statement modifications including updating existing share repurchase and dividends model.
Expanded Debt Sweep and IRR.
Debt Sweep expansion including integrating and sweeping additional debt tranches Expand debt sweep to account for new debt issued and discretionary cash flow recapture Construct credit & leverage ratios and automate credit ratings Create IRR (internal rate of return) analysis to evaluate financial sponsor returns Complete complex LBO model with Status Quo, standalone model vs. all-out LBO toggle Introduce enhancements and complications into your LBO model to account for various transaction structures and more complex securities typically issued in an LBO transaction. Incorporate mezzanine securities with PIKs (paid-in-kind) Account for dilution due to warrants attached to preferred securities Enhance LBO model to dynamically incorporate recapitalizations (vs. full LBOs) Properly modify and significantly expand IRR analysis to include effect of enhancements.
Prerequisites.
Accounting & Financial Statements Integration Company Profiles and Corporate Valuation Methodologies Company Overview and Basic Financial Modeling Advanced Financial Modeling – Core Model & Enhancements M&A Deal Structuring and Merger Modeling Basics LBO Overview and Quick & Dirty LBO Model Super extreme efficiency in Excel Back to this topicBack to top.
7. Industry-Specific Modeling.
In order to succeed and climb to the top, at some point, one must eventually specialize in a specific sector or industry after having enough product knowledge. Our industry specific modeling courses focus on unique industries in which generic terminology either doesn't apply or needs to be more detailed, including sectors such as banks, insurance, real estate, oil & gas and other industries.
Distressed Investing Overview.
Learn how to analyze and value distressed companies and securities undergoing restructuring or bankruptcy process. First, appreciate and understand the historical perspective and context of the distressed market. Then, explore various opportunities in distressed investing from securities types to investment strategies. Properly identify and isolate the true sources and drivers of returns from supply & demand to operational changes to market rebound to recapitalizations. Quantify and comprehend the dramatic changes to a distressed firmУі capital structure and the implications on the valuation process and realignment of economics. Understand the reorganization and bankruptcy process, including DIP (debtor-in-possession) financing, Section 363 sales (stalking horse), Chapter 11 reorganization, and Chapter 7 liquidation. Fully comprehend the key critical covenants required involved in distressed securities as well as the entire turnaround & restructuring process by identifying key parameters for successful business plan implementation.
Distressed Investing Overview.
Various definitions of distressed and causes of distressed securities Understanding different securities types to invest in based on investment strategy.
Investment Strategies & Valuation.
Understanding and taking advantage of capital structure arbitrage opportunities DIP (Debtor-In-Possession) financing and the controversial roll-up DIP Identifying all-important fulcrum security and impact on valuation and returns.
Bankruptcy: Legal Aspects & Chapter 11.
Brief overview to Chapter 11 - Reorganization Process and impact on distressed investing in US Section 363 sales & stalking horse bidderУі impact on determining success of Chapter 11 process.
Prerequisites.
Accounting & Financial Statements Integration Corporate Valuation Methodologies Basic Financial Modeling Back to this topicBack to top.
Distressed Financial Modeling.
Learn how to model and value distressed companies and securities undergoing restructuring or bankruptcy process. Build upon our Distressed Investing Overview course by quantifying the dramatic changes to a distressed firm's capital structure and the implications on the valuation process and realignment of economics. Build robust distressed sensitivity financial model. Learning objectives include: model out sample distressed company on a standalone basis, with and without restructuring; incorporate detailed valuation sensitivity to identify key value drivers in a distressed situation; analyze the fulcrum security based on various valuation and leverage scenarios.
Distressed Financial Modeling.
Summarize pre-petition capital structure of distressed situation & determine normalized valuation Construct standalone Income Statement project of distressed company Layer on various restructuring and turnaround scenarios Evaluate & analyze decision to restructure and understand financial implications on valuation Construct super-dynamic and flexible model to automate new vs. old cash flow capital structure.
Distressed Financial Modeling & Sensitivity Analysis:
Construct robust sensitivity analysis to determine ultimate recovery to capital structure classes Sensitize distressed model based on leverage, valuation, new pro forma capital structure Analyze what constitutes a "bad" deal and its implications for the distressed investor Understand and appreciate various financial stakeholders and inherent conflicts of interest Quantify and evaluate the importance of determining the right fulcrum security.
Prerequisites.
Distressed Investing Overview Back to this topicBack to top.
Oil & Gas Industry Primer & Modelagem Financeira.
The energy industry impacts everyone in one way or another, from commuters to bottled water consumers. Oil and natural gas are the world's leading energy supply, with gas stations in every neighborhood fueling cars and trucks that travel millions of miles a day. Supporting the entire oil & gas sector is the entire oil & gas services ecosystem.
We begin with an oil & gas services industry primer by introducing the oil & gas field development cycle and the corresponding supporting oil services, from feasibility studies to contract drilling from onshore to offshore, marine-based oil rigs. Drill into the drilling related services & equipment and understand casing and completion to infrastructure & installation and production & maintenance.
Then we focus on analyzing a leading global oil & gas services provider (Haliburton). We will build and constructing the detailed segment build-up portion of the financial model that feeds the Income Statement of your oil & gas services financial model. Understand various industry conventions for rig counts (SWACO and Baker Hughes).
Oil & Gas Services Industry Primer.
What exactly is oil & gas? How did oil start? Who started it? Products that use petroleum; different types of oil (light vs. heavy, sweet vs. sour) Worldwide oil benchmarks and why they matter Onshore well drilling and pumping; primary and secondary recovery Offshore drilling from start to finish, including various drilling platform types Mining oil sands; what is special about bitumen?
The energy industry impacts everyone in one way or another, from commuters to bottled water consumers. Oil and natural gas are the world's leading energy supply, with gas stations in every neighborhood fueling cars and trucks that travel millions of miles a day. However, oil's ubiquity should not be mistaken for simplicity; sound investment decisions require the exploration of the many intricacies within this space.
The energy industry impacts everyone in one way or another, from commuters to bottled water consumers. Oil and natural gas are the world's leading energy supply, with gas stations in every neighborhood fueling cars and trucks that travel millions of miles a day. However, oil's ubiquity should not be mistaken for simplicity; sound investment decisions require the exploration of the many intricacies within this space.
Bank Industry Primer & Financial Modeling.
Bank Industry Primer.
Balance sheet based companies, such as banks, play by different rules and methodologies based on the unique nature of their business. Focus is placed on our Commercial Banks financial statements primer which dives deep into a bank's unique financial statement terminology and drivers. Understand how to analyze a bank and why the standard financial analysis and valuation methodologies that apply to most companies do not apply to industries that "use money to make money". Start with a brief overview of the main banking functions (commercial, investment, asset management) and quickly turn to the quality of book of loans and analysis of net vs gross charge-offs vs provisions, etc. Understand the critical credit ratios and capital adequacy analysis as well as Tier 1 and II definitions and Basel II impact. Crystallize the impact of Interest Rates, importance of term structure and credit spreads and implications on a bank's profitability. Examine best practices in calculating net interest income via average asset and liability balances on the income statement. Dive into an analysis of Balance Sheet assets & liabilities and articulate the drivers of EPS growth. Wrap up by analyzing valuation parameters: key banking valuation multiples (PE, PEG, Book Value, ROE).
Banking Industry Overview.
Overview of main banking functions (commercial, investment, asset management) Quality of book of loans and analysis of net charge-offs Critical credit ratios and capital adequacy analysis; Tier 1 and 2 definitions and Basel impact Impact of Interest Rates, importance of term structure and credit spreads.
Banking Financial Statement Terminology & Drivers.
Net Interest Income Margin (Interest Expense net against Revenue not COGS) Analysis of Balance Sheet Assets & Liabilities Drivers of EPS growth Valuation Parameters: key banking valuation multiples (PE, PEG, Book Value, ROE)
Prerequisites.
Accounting & Financial Statements Integration Corporate Valuation Methodologies Basic Financial Modeling Back to this topicBack to top.
Basic Bank Financial Modeling.
Build a basic, streamlined bank financial model that builds upon the bank terminology in our Bank Industry Primer course. Before diving deep into the complex nuances of our Advanced Bank Financial Model, really solidify your understanding of developing the logic in loan losses and provisions and its impact on the rest of the larger bank financial statements. Perform quick back-of-the-envelope calculations for key Balance Sheet items such as Interest Earning Assets and Interest Bearing Liabilities, which yield Net Interest Income. Estimate and calculate capital adequacy ratios to wrap up your summary simplified basic bank model.
Prerequisites.
Bank Industry Primer Back to this topicBack to top.
Intermediate Bank Financial Modeling.
Construct a more robust bank financial model by building a bank balance sheet and derived income statement. Project gross loan balance, provisions for credit losses, gross charge-offs, recoveries, net charge-offs, net loan balance based on important key trends and ratios. Predict the critical funding requirements on the liability side of the balance sheet to support the loans and asset side. Learn the techniques and best practices to balancing the bank model. Examine different techniques to estimate the crucial interest-earning assets and interest-bearing liabilities. Estimate asset yield, funding costs and net interest spread to minimize forecasting error. Identify line items that constitute non-interest fee revenue beyond using simple percent growth rates. Incorporate and integrate provision for credit losses. Calculate compensation and overhead expenses and leave with a completed balance sheet and income statement. Make sure you master the concepts in this Intermediate class before diving into our Advanced Bank Financial Modeling course.
Prerequisites.
Bank Industry Primer Basic Bank Financial Modeling Back to this topicBack to top.
Advanced Bank Financial Modeling.
The standard financial analysis and valuation methodologies that apply to most companies do not apply to industries that "use money to make money". Balance Sheet based companies, such as banks, play by different rules and methodologies based on the unique nature of their businesses. First, start off with an interactive primer on commercial banks and their financial statement terminology and drivers. Then, build a fully integrated bank financial model that addresses the key drivers of profitability, cash flow, and valuation. Focus is placed on: projecting the Balance Sheet line items which drive the entire model; estimating interest-earning assets and interest-bearing liabilities which drives profitability; projecting loan portfolio growth, provisions for credit losses, and net charge-offs which determine overall impact on the financial statements. Complete the model by projecting different fee revenue sources and integrating the Cash Flow Statement. Finish the model by calculating and analyzing capital adequacy ratios, financial performance indicators and valuation metrics.
Balance Sheet:
Project gross loan balance, provisions for credit losses, gross charge-offs, recoveries, net charge-offs, net loan balance based on important key trends and ratios Analyze detailed components of and balance scope vs depth in projecting mix of loan portfolio Project the critical funding requirements on the liability side of the Balance Sheet to support the loans and asset side of the Balance Sheet based on bank modeling best practices Dynamically calculate the critical fed funds sold and purchased line items Properly incorporate the equity account based on financing activities from Cash Flow Statement Calculate crucial interest-earning assets and interest-bearing liabilities from the Balance Sheet Estimate asset yield, funding costs and net interest spread to minimize forecasting error.
Income Statement:
Calculate future Net Interest Income and margin from IEA and IBL Project line items that constitute non-interest fee revenue beyond using simple % growth rates Incorporate and dynamically integrate provision for credit losses on IS and BS Estimate compensation and overhead expenses to round out the Income Statement Correctly incorporate and integrate share buybacks and issuances, treasury options, restricted stock units and stock-based compensation into all three financial statements (IS, BS, CF)
Cash Flow Statement:
Construct automated Cash Flow Statement based on the Income Statement and Balance Sheet Differentiate between a bank's financial statements by properly allocating and including correct components of CFO, CFI and CFF Understand and appreciate which line items are impossible to calculate independently and must be lumped and grouped together to arrive at the net impact instead of tediously (and incorrectly) trying to project every single item Build more supporting detailed schedules to project dividends and stock repurchases and issuances and have it properly flow through the rest of the financials.
Financial & Capital Ratios and Valuation Metrics:
Construct and analyze internal profitability ratios to analyze core performance of the bank Calculate profitability ratios and asset utilization ratios for direct comparisons Reconstruct and estimate Tier I and Total Capital (Tier I and II) , risk weighted assets, adjusted assets and corresponding capital adequacy ratios for regulatory supervision Calculate current market multiples and valuation metrics relevant for a bank.
Prerequisites.
Basic Financial Modeling Advanced Financial Modeling – Core Model M&A Deal Structuring Merger Modeling Basics LBO Overview Quick & Dirty LBO Modeling Efficiency in Excel Back to this topicBack to top.
Insurance Industry Primer & Financial Modeling.
Balance sheet based companies, such as insurance companies, play by different rules and methodologies based on the unique nature of their business. Focus is placed on our Insurance Industry primer which dives deep into an insurance company's unique financial statement terminology and drivers. Distinguish between P&C (Property & Casulaty) and L&H (Life & Health) insurance companies. Comprehend all the major players along the insurance spectrum from retail to wholesale brokers, to MGAs and MGUs and captive carriers and much more. Understand the different types of insurance, reinsurance and their financial statement impact. On the Income Statement, differentiate between the different types of premiums (direct, ceded, net, written, earned); comprehend loss triangles and the main differences between statutory vs GAAP accounting. On the Balance Sheet, understand key assets line items (premiums receivable, reinsurance recoverable, prepaid reinsurance premiums) as well as the liabilities (loss & lae reserve, unearned premium reserve). Understand insurance valuation parameters: key insurance multiples (PE, book value, premium/surplus).
Insurance Industry Overview.
Types of Insurance: Property & Casualty vs Life & Health Insurance industry players and their functions, roles and value-add Modern insurance industry structure Reinsurance and retrocession: types (quota-share vs. XOL) and their impact on financials.
Insurance Financial Statement Terminology & Drivers.
IS: Premiums: Direct vs Ceded vs. Net and Written vs. Earned vs. UEPR IS: Losses Incurred and LAE Incurred (ALAE vs ULAE) and Commissions vs. DAC Statutory vs GAAP Net Income – main differences BS Assets: Premiums Receivable, Reinsurance Recoverable, Prepaid Reinsurance Premiums BS Liabilities: Loss & LAE Reserve, Unearned Premium Reserve Valuation Parameters: key insurance multiples (PE, Book Value, Premium/Surplus)
Prerequisites.
Accounting & Financial Statements Integration Corporate Valuation Methodologies Basic Financial Modeling Back to this topicBack to top.
Basic Insurance Company Financial Modeling.
Build a basic, streamlined insurance company financial model that builds upon the insurance financial statements terminology in our Insurance Industry Primer course. Before diving deep into the complex nuances of our Advanced Insurance Company Financial Model, really solidify your understanding of the major items on an insurance company's Income Statement and Balance Sheet. Take the time to further immerse yourself with understanding insurance.
Prerequisites.
Accounting & Financial Statements Integration Corporate Valuation Methodologies Basic Financial Modeling Insurance Industry Primer Back to this topicBack to top.
Advanced Insurance Company Financial Modeling.
Build a fully integrated, scalable, new insurance company model including detailed build-up by line of business from Gross Written Premiums to Net Premiums down to Underwriting Income. Consolidate the lines of business performance into a GAAP Income Statement with statutory adjustments. Integrate income statement projections with a self-balancing balance sheet, an automated cash flow statement and the balancing cash flow sweep schedule. Learning objectives include: build an integrated set of financials, including LOB, income statement, balance sheet & cash flow; project direct, ceded and net premiums and underwriting income based on assumed loss triangles; consolidate multiple lines of businesses, calculate GAAP and Stat Net Income with Tax Schedule; project self-balancing balance sheet including items such as premiums receivable and recoverables.
Line of Business Breakdown:
Project gross written and earned premiums, from direct down to ceded and net Incorporate fundamentals drivers of premiums including premiums growth and rate changes Calculate unearned premium reserve and flow that back into larger financial model Calculate Loss & LAE and reserves – construct critical paid and reserve loss triangles based on payout patterns and different "tail" assumptions Estimate ceded quota share and XOL amounts, which results in the "grossed up" Balance Sheet Generate net premiums, losses, commission expense and underwriting income Consolidate multiple lines of business into Consolidating Income Statement.
Income Statement:
Calculate all revenue items including various top-line premiums and investment income Calculate total expenses including underwriting expenses and other relevant expenses Tax schedule to properly adjust for deferred acquisition costs (DAC) and any NOLs Adjust from GAAP Net Income to estimated Statutory Net Income.
Balance Sheet:
Project cash & invested assets balances, which is the ultimate balancer for insurance companies Project premiums receivable, reinsurance recoverables and other relevant insurance assets Derive loss reserves, unearned premium reserves, and other relevant insurance liabilities Learn how to cast a proper GAAP Balance Sheet based on these "grossed up" balances Project shareholders' equity account including APIC, retained earnings, etc.
Cash Flow Statement and Sweep:
Calculate CFO (including working capital), CFI and CFF Build cash flow sweep to capture any shortfalls / build-up in cash to balance the entire model Build interest schedule to fully integrate the model What are circular references, why should they be avoided and how to get around circular references.
Internal Rate of Return (IRR):
Project returns to financial sponsor / investor based on financial model.
Prerequisites.
Accounting & Financial Statements Integration Corporate Valuation Methodologies Basic Financial Modeling Insurance Industry Primer Back to this topicBack to top.
Real Estate Development Modeling.
Evaluate the financial feasibility of a greenfield real estate development project. Determine the valuation of an empty plot of land by developing and building different lots, houses and condos. First, incorporate infrastructure costs required for a master plan development. Then dynamically differentiate among developing empty lots, building single family houses, and constructing & selling condominiums. Account for variability in construction timelines for different types of properties and sensitize the master financial model for various per unit and per square foot costs as the project is in planning, construction and post-construction phases. Learn how to quickly modify assumptions to customize the model to reflect a poor operating environment as the pace of lot sales significantly decline. In addition, learn how to determine optimal funding mix of equity vs. debt based on project cash flows and IRR.
Build a sample master plan which involves buying raw land, creating community-wide infrastructure (shared utilities and resources that didn't previously exist) and then constructing buildings for sale or rent Understand timeline and construction costs associated with common land and unit specific development Model out monthly revenues based on assumptions regarding pre-sales volume, deposits, and various phases of planning, construction and post-construction Map out draw down of construction costs and final cash flow stream which dictate capital required, influencing IRR and multiple of capital.
Prerequisites.
Accounting & Financial Statements Integration Corporate Valuation Methodologies Basic Financial Modeling Back to this topicBack to top.
Hotel Development.
Evaluate and analyze the acquisition, construction and renovation of a boutique hotel. Quantify hotel-specific construction costs and Sources & Uses of Funds. Perform detailed construction loan analysis that rolls into larger debt funding facility. Funnel into the core projection, estimating REVPAR (revenue per available room), various revenue streams and operating expenses. Compute management incentives and ultimately roll into Net Cash Flow and IRR.
Build a sample hotel investment analysis which involves buying land, constructing or renovating a new boutique hotel, industry standards in raising debt capital and of course ultimately, P&L and cash flow analysis to determine returns Model out detailed construction loan analysis with various drawdown percentages and interest reserves which feeds the amortization schedule of larger debt funding facility Construct projection model based on key factors such as room-nights available, occupancy rates, daily room rate, REVPAR and other relevant factors.
Prerequisites.
Accounting & Financial Statements Integration Corporate Valuation Methodologies Basic Financial Modeling Back to this topicBack to top.
REIT Financial Modeling.
REITs, REIT Terminology and REIT Market:
Overview of REITs, terminology and legal structure (ie UPREIT) REIT profitability and performance metrics including FFO, AFFO, straight-lining and FAS 141.
Acquisitions:
Model out future quarterly projected acquisition volume based on historical trends Estimate revenue, expenses, margins and NOI Calculate associated estimated depreciation expense.
Dispositions:
Model out future quarterly projected dispositions based on historical trends Estimate revenue, expenses, margins and NOI Estimate gross proceeds, gain/loss, net book and change to accumulated depreciation.
New Development:
Model out future quarterly projected development starts and completions Estimate revenue, expenses, margins and NOI Calculate net change to development properties, construction in process and investments.
Income Statement:
Consolidate acquisitions, dispositions & development figures into Consolidating Income Statement Calculate revenue and NOI including rental revenue and real estate expenses Calculate total expenses down to EBITDA, Net Income, FFO and EPS.
Balance Sheet, Cash Flow Statement and Sweep:
Project investments, CIP, land under development and all asset and liability balances Calculate CFO (including working capital), CFI and CFF items specific to REITs Build cash flow sweep to capture any shortfalls / build-up in cash to balance the entire model Build interest schedule to fully integrate the model Incorporate capitalized interest expense estimates, convertible notes and share repurchases What are circular references, why should they be avoided and how to get around them.
Prerequisites.
Accounting & Financial Statements Integration Basic Financial Modeling Advanced Financial Modeling – Core Model Back to this topicBack to top.
Credit & Risk Analysis Training.
Tangential to financial modeling and valuation is credit analysis. We take the typical dry boring credit training and tweak it with perspectives from the buy-side credit point of view. This allows for a much broader and yet, simultaneously deeper, discussion and understanding of credit, a hard task to pull, but we think we've done it. As if that weren't enough, we think we've also been able to nicely blend hard core quantitative and statistics based concepts into our suite of portfolio and risk management courses.
Crédito e amp; Risk Analysis Training.
Learn to analyze and understand the factors driving the risk / reward profile for a borrower and its debt securities. Many independent elements impact a borrower's creditworthiness and the value of its loans; however, true mastery of credit analysis demands an integrated perspective, weaving these disparate parts into a comprehensive, big-picture mosaic.
This program's goal is to assist you in developing a comprehensive foundation in credit analysis. Our framework for evaluating credit begins with the fundamentals; traditional and universally-accepted elements reviewed by lenders: the Character, Capital, Collateral, Capacity, and Conditions (the "Five C's") of debt and the debtor. These basics support building a stronger foundation to understand the qualitative and quantitative factors impacting a firm's ability to repay interest and principal. Learn the qualities which most impact a firm's solvency from a top-down analytical perspective, beginning with global economic trends and business cycles. Further assess a company's credit quality with a bottom-up analysis, evaluating the firm's performance relative to its peers. Finally, drill down even deeper to assess the structure of the company's debt securities and the potential value from specific attributes protecting creditors' investment.
Leverage your foundation to understand how major ratings agencies assess credit and ratings are determined. Learn which elements of credit are most relevant to the agencies and which are evaluated less rigorously. Compare the rating methodologies and contrast the meanings of the underlying credit ratings across credit ratings agencies. Understand how ratings changes can have drastic effects on a security's market pricing.
In addition to employing these academic practices and standard methodologies in evaluating a debtor's creditworthiness, you will also learn and integrate real world market dynamics into your credit analysis. Examining the impact of qualities such as market liquidity and the long-term objectives of creditors provides further visibility into the borrower's risk / reward profile. Reviewing additional considerations that impact a loan's risk / reward profile, including counterparty risk and concentration risk, adds deeper insight into a position's creditworthiness.
Recognize the actions and tools sometimes applied by lenders to mitigate credit risk, including credit derivatives and insurance, credit tightening, and portfolio diversification. Understand the costs and benefits of utilizing these tools, and the scenarios in which they are most effective. Finally, put your comprehensive foundation into practice by creating an actual credit review write-up.
The comprehensive analysis of a debtor and its securities from both the top-down and the bottom-up will allow you to judge a company's creditworthiness with a greater breadth and depth of understanding relative to many other market participants. This real world analysis, integrating established methodologies with the tools used by front-line Wall Street credit analysts, is a comprehensive foundation for credit review and analysis.
5-Day Curriculum Overview.
Day 1: Overview of Credit and Lending Day 2: Create a Credit Memo Day 3: Covenants & Credit Agreement Analysis Day 4: Covenant Comps & Debt Comps Day 5: Capstone Credit Memo & Presentation.
Debt & Lending Overview.
What are some of the advantages of borrowing capital? Desvantagens? How do debt and equity investors differ in their approach to risk and reward? List the standard elements examined by lenders, and define the importance of each Understand the perspectives taken by analysts in evaluating credit, and how they differ across the sell-side and the buy-side Why is a security's position in the capital structure important? Why is a company's capital structure relevant to the firm's value? Who are the main ratings agencies and what role do they play? Understand why a loan's price isn't necessarily related to its credit rating How do the major credit ratings agencies evaluate debt or a debtor? How do the major credit rating agencies approach the rating process differently? How do ratings at similar levels differ across the agencies?
Fatores do mercado.
Why are some industries / sectors preferred by debt investors over others? Evaluate the impact of fixed costs and barriers to entry in shaping an industry and its competitive dynamics Review the competitive dynamics of a market by analyzing Porter's Five Forces of competitive intensity How does a company's headquarters or geographic profile impact its creditworthiness and risk / reward profile? Analyze the risk of government regulation / intervention, and the potential impact of this on an industry Differentiate between cyclical, seasonal, and secularly shifting sectors Determine at what point in the economic cycle a specific industry / sector is expected to grow, and at what point it is expected to decline In what circumstances is a company operating in a declining industry not necessarily a bad investment? Recognize industry trends and metrics used to measure performance Predict the impact that global capital markets activity may have on the structure of loan documents Describe how a change in interest rates or future interest rate expectations can impact current debt pricing. Which types of debt securities are most sensitive to this risk? Explain how macroeconomic factors can influence counterparty risk Describe how historical or recent events may influence a lender's perception of a borrower.
Company Factors.
Calculate a firm's credit ratios, and evaluate how they compare to the company's peers. Analyze what these ratios mean for the company from a credit analysis perspective Evaluate whether a company is a leader or a laggard within its sector Conduct an analysis of the company's Strengths, Weaknesses, Opportunities, and Threats (SWOT Analysis) How will a company's owners, and lenders, influence the company's value? Understand the conflicts of interest between equity holders and bond holders What factors do major rating agencies typically not take into account when rating a bond, loan, or note? Examine a firm's financial ratios to determine its operational success and the management's performance in efficiently running the business Describe the potential conflicts of interest between a debtor's management team and the creditors. List several counterbalances that lenders can utilize to control or this conflict Explain why asset coverage is a significant factor for a lender. Describe one way borrowers previously took advantage of this perspective, and explain why they typically can no longer do so How can the Use(s) of Proceeds impact the pricing of a loan? Describe some Use(s) of Proceeds that are generally viewed favorably by creditors, and some that creditors view unfavorably Given a change in a company's financial or operational condition, determine the effects on the borrower's cash flow and ability to repay the loan What options are available to a company when a loan's maturity is imminent but they lack adequate cash / cash flow to pay back the debt? Understand the ТҐarly warning signs' of a deterioration in a borrower's creditworthiness Distinguish between a financially distressed firm and an operationally distressed firm.
Security Analysis.
Understand structural protections typically afforded to security investors, and why they are important What are the most common covenants and loan terms? Assess the impact from a security's possessing tighter or looser terms relative to its peers Explain the most common loan and pricing structures, and under which circumstances each would be most appealing to borrowers and to lenders Why do more senior loans typically mature prior to less senior loans? Consider the liquidity of a security and its impact on the loan's value. How do a firm's lenders, and the lenders' strategies, influence the security's liquidity? How do they influence its value? Differentiate between counterparty risk at the macroeconomic level and at the individual holder level Distinguish between the disparate components which may comprise a bond's yield - principal repayment, cash interest, and PIK interest - and evaluate the circumstances in which each might be preferred relative to the others Identify reasons for a security's price fluctuations that are isolated from the security's underlying value Describe the steps taken by lenders to mitigate credit risk, and characterize the scenarios in which each action may be most effective What are the advantages or disadvantages to portfolio diversification? Understand how diversification influences an individual security.
Case Studies & Credit Memo.
Compare and contrast loose covenants, tight covenants, covenant-light agreements, and covenant-tight agreements Evaluate the impact of certain provisions on a loan's recovery by examining historical outcomes Review the segments typically included, and concerns generally addressed, in a comprehensive analysis of a bond, loan, or note Create a formal credit review write-up.
Prerequisites.
Accounting & Financial Statements Integration Company Overview Finance 101 - Introduction to Finance Corporate Valuation Methodologies Back to this topicBack to top.
Credit Agreements and Covenants Analysis.
Understand the legal aspects of issuing bank debt and corporate bonds by analyzing major sections of debt agreements and legal and financial covenants. Comprehend the major types of covenants found in credit agreements and bond indentures: affirmative, negative and financial. In addition, delve into maintenance and incurrence covenants, reps and warranties, indemnities. Learn objective of relevant credit agreement provisions and common related structural issues and thoroughly analyze senior credit agreements covenants and high-yield bond covenants. Understand implications of covenants on "events of default" and differentiate between technical defaults as well as compare and contrast "loose" vs. "tight" covenants and covenant-light and covenant-tight agreements.
Debt & Lending Overview.
Capital Structure & Implications on Loan Seniority Lender Concerns, Borrower Creditworthiness & Measurement & Ratings Agencies Bank Debt / Senior Secured Loans Overview Bank Debt comparison with High Yield notes.
Credit Agreements.
Introduction to Credit Agreements Role of Covenants Administrative Agent Defaulting on Credit Agreements: Types of Default and Post-default Debt Tranche Interdependence: Conflicts of Interest & Cross-Defaults Relative importance of Bank Debt to High Yield note covenants Formal Sections of Credit Agreement: Introduction to Solutia Case Study.
Standard & Variable Provisions of the Credit Agreement.
Explanation of standardization General Overview of major CA sections Section summary specific to Solutia case study Title Page: Importance of Legal Borrower, Corporate Structure Overview Table of Contents Recitals: Detail on Guarantors Definitions: Emphasize importance of definitions due to variability across CAs Loan Terms: Detail on amortization structures of loans, company-specific amortization preferences Representations & Warranties Conditions (to closing) Events of Default: Overview of cure period & amendments Other & Voting majority.
Covenant Overview & Detail.
Covenant Summary.
Covenants: Affirmative Covenants.
Role as reporting covenants 1.1 Financial Statements 1.2 Certificates & Other Information Insider Access / Information Arbitrage Case Study: Solutia EBITDA definition to exemplify reporting complications 1.3 Other Events 1.4 Environmental Matters 1.5 Geography / Timeline Importance 1.6 Additional Collateral & Guaranties 1.7 Additional Affirmative Covenants Maintenance of Corporate Existence Payment of Obligations Maintenance of Property & Insurance.
Covenants: Negative Covenants.
Role of Negative Covenants 2.1 Indebtedness 2.2 Liens Importance of Liens in collateral protection Restricted Liens 2.3 Investments Permitted Investments 2.4 Asset Sales Sale & Leaseback Transactions 2.5 Prepayments of Indebtedness 2.6 Fundamental Changes 2.7 Transactions with Affiliates.
Covenants: Financial Covenants.
Maintenance & Incurrence Covenant Overview 3.1 Maintenance Covenants 3.2 Incurrence Covenants Example of Incurrence break & compliance, while within Maintenance Covenants.
Covenant-Lite Credit Agreements.
Excluded Covenants Comparison with Traditional Loans Standard Credit Agreement to diluted CA to lite CA evolution Re-emergence.
Prerequisites.
Accounting & Financial Statements Integration Back to this topicBack to top.
13-Week Cash Flow Modeling.
This program's goal is to assist you in developing a comprehensive foundation in forecasting and modeling a business' cash needs. Our framework for developing a cash flow model begins with the fundamentals; understanding the variances between traditional and near-term modeling, of which aspects of operations will have the probable largest impact on cash balances, differences the various rationales for creating a 13-Week Cash Flow (TWCF) model, and how they impact both a business in both the short and long term.
After gaining a fundamental and in-depth understanding of TWCF models, learn to build and create a business cash flow forecast. Analyze the results to determine potential pressure points on a business, review variances to comprehend short-term changes in the business, and adjust for future periods based on immediate results. Understand how to use this analysis to better manage operations and obligations, and to position a business for long-term success.
13-Week Cash Flow Overview.
Learn the principal uses and goals of building TWCF models Understand businesses and industries that most frequently utilize TWCF projections Delve into disparate situations that benefit from TWCF modeling and analysis, and how models may differ in their focus / structure depending on a company's current situation Evaluate the differences and advantages of TWCF models relative to more common financial models TWCF models are built on a pure cash basis, down to the last dollar вЂ“ showing actual cash inflows and outflows, as opposed to being built on an accrual basis (which can be misleading, especially during a cash crisis) More detail, in the form of additional line items which can be forecast more accurately due to the short-term nature of TWCF models Insight into the specifics of timing due to the weekly nature of the projections (for example, forecasting a month in which there are three payroll periods rather than two or taking seasonal trends into account)
Começando.
Understand what information is necessary to gather before beginning the model's construction Realize the assumptions necessary to build a TWCF model Discover resources to make these assumptions as accurate as possible Evaluate the limitations of utilizing assumptions and how to 'sanity-check' your work to minimize the impact from assumption variances.
Information Impact.
Determine in which cases utilizing historical information is appropriate and in which cases this information must be adjusted Emphasize how this differs across industries, and how to adjust your assumptions / historical data accordingly Learn how the cash cycle works across disparate industries and markets Review common pitfalls in TWCF modeling and how to control for them to minimize their potential impact Review the status of the business to determine the context of the TWCF model Many executives utilize TWCFs simply to forecast the near-term period Operators frequently examine 13-Week Cash Flow models when initiating new strategies or introducing new products to determine whether a project is viable Other businesses which are in transitional or distressed situations use TWCF models to actively manage cash and needs Learn which factors are most likely to cause a liquidity issue, such as customers delaying payments in the context of a business' potential distress Analyze run-rate cash outflows and inflows to determine which must be adjusted or may present future problems Determine the drivers of each specific line-item to enhance the model's accuracy (for example, seasonality impacting order volume) Analyze larger customers and expected receipts to determine the actual timing of cash inflows Review current and historical working capital balances to determine whether these accounts may be stretched to gain a short-term cash benefit Evaluate relationships with and importance of suppliers and vendors to make judgments on whether payment terms may be relaxed Utilize balance sheet ratios to determine expected changes in working capital Determine which capital expenditures are necessary (maintenance-related and required to continue operations at the steady state) and which can be delayed (expansionary capital expenditures) Identify potential sources of cash funding and the associated costs, timing, and likelihood of receiving this funding Review corporate managements' previous forecasts and their accuracy to understand whether an 'optimism' discount is applicable.
Model Building.
List and probability-adjust all expected cash inflows and outflows On an account-by-account basis Utilize line-item drivers to build up expectations with a greater degree of accuracy Begin with an analysis of Accounts Receivable aging and determine which collections may be accelerated and the probable timing of cash payments Determine recurring cash outflows, such as operating expenses, interest expenses, and payroll Add in the impact of future sales and collections Build dynamic features allowing scenario analyses: In which funding is received or unavailable In which working capital balances may be stretched In which emergency cash expenditures may be necessary In which suppliers or vendors demand adjusted payment terms Show inventory roll-forwards and other collateral balances, again differentiating between scenarios in which balances can be stretched or collateral can be liquidated for an emergency cash injection Create a master summary page which shows inflows, outflows, and expected cash balance at the end of each week Determine timing of potential liquidity issues and cash balance cushions to understand the business' margin of safety.
13-Week Cash Flow Analysis.
Once the TWCF model is built, track weekly and monthly variances to projections Adjust on a go-forward basis, taking variances into account Determine whether additional costs may be cut and whether strategy implementation is effective Identify potential problem areas or departments within a business to determine accountability Review customer behavior to ensure payments are consistent with contract terms and historical performance Review customer losses to gauge competitors' reactions to a business' transition or distress Review supplier and vendor activity to ensure contract and delivery terms have remained consistent Evaluate additional options to manage cash balances, such as accelerating collections Determine whether recent performance or collateral balances may allow eligibility for financing which was previously unavailable Evaluate 'emergency' options, such as temporary staff reductions or the factoring of accounts receivable in order to keep the business afloat Use positive variances to improve supplier and vendor relationships, potentially negotiating a relaxation of terms Back to this topicBack to top.
Distressed Investing Overview.
Learn how to analyze and value distressed companies and securities undergoing restructuring or bankruptcy process. First, appreciate and understand the historical perspective and context of the distressed market. Then, explore various opportunities in distressed investing from securities types to investment strategies. Properly identify and isolate the true sources and drivers of returns from supply & demand to operational changes to market rebound to recapitalizations. Quantify and comprehend the dramatic changes to a distressed firmУі capital structure and the implications on the valuation process and realignment of economics. Understand the reorganization and bankruptcy process, including DIP (debtor-in-possession) financing, Section 363 sales (stalking horse), Chapter 11 reorganization, and Chapter 7 liquidation. Fully comprehend the key critical covenants required involved in distressed securities as well as the entire turnaround & restructuring process by identifying key parameters for successful business plan implementation.
Distressed Investing Overview.
Various definitions of distressed and causes of distressed securities Understanding different securities types to invest in based on investment strategy.
Investment Strategies & Valuation.
Understanding and taking advantage of capital structure arbitrage opportunities DIP (Debtor-In-Possession) financing and the controversial roll-up DIP Identifying all-important fulcrum security and impact on valuation and returns.
Bankruptcy: Legal Aspects & Chapter 11.
Brief overview to Chapter 11 - Reorganization Process and impact on distressed investing in US Section 363 sales & stalking horse bidderУі impact on determining success of Chapter 11 process.
Prerequisites.
Accounting & Financial Statements Integration Corporate Valuation Methodologies Basic Financial Modeling Back to this topicBack to top.
Distressed Financial Modeling.
Learn how to model and value distressed companies and securities undergoing restructuring or bankruptcy process. Build upon our Distressed Investing Overview course by quantifying the dramatic changes to a distressed firm's capital structure and the implications on the valuation process and realignment of economics. Build robust distressed sensitivity financial model. Learning objectives include: model out sample distressed company on a standalone basis, with and without restructuring; incorporate detailed valuation sensitivity to identify key value drivers in a distressed situation; analyze the fulcrum security based on various valuation and leverage scenarios.
Distressed Financial Modeling.
Summarize pre-petition capital structure of distressed situation & determine normalized valuation Construct standalone Income Statement project of distressed company Layer on various restructuring and turnaround scenarios Evaluate & analyze decision to restructure and understand financial implications on valuation Construct super-dynamic and flexible model to automate new vs. old cash flow capital structure.
Distressed Financial Modeling & Sensitivity Analysis:
Construct robust sensitivity analysis to determine ultimate recovery to capital structure classes Sensitize distressed model based on leverage, valuation, new pro forma capital structure Analyze what constitutes a "bad" deal and its implications for the distressed investor Understand and appreciate various financial stakeholders and inherent conflicts of interest Quantify and evaluate the importance of determining the right fulcrum security.
Prerequisites.
Distressed Investing Overview Back to this topicBack to top.
Technical Applications: Excel & PowerPoint.
A financial analyst won't be spending all their time on Excel building financial models, but will be crunching a fair amount of data and creating charts, tables & presentations. From due diligence of analyzing salary rosters and client lists to industry analysis and reports to creating charts and graphs, you will live and breathe Excel, Word & PowerPoint and we will teach you all the best practices of the most important tools.
Excel 2003 в†’ 2007/2010 Transition.
When Excel and Office 2007 first debuted, Excel power-users around the world collectively groaned with a massive headache. While there are certainly key enhancements to Excel 2007 that we like, navigating the new "ribbon" caused some grief as users were forced to re-learn how to use Excel. Thankfully, most of the shortcut accelerator keys are still in place. But change is never easy, so we created this short tutorial on getting you up to speed real quick - the one stop source on mastering Excel 2007. Embrace it, Excel 2007 is here to stay.
Goal: communicate the key differences in Excel 2007 vs. Excel 2003 pertaining to financial professionals If you don't want to spend hours figuring out how to navigate the new interface, then you're at the right place No need to spend hundreds of dollars on a book that you won't read We'll teach you the key things in a fraction of the time.
Prerequisites.
Excel Fundamentals for the Finance Professional Back to this topicBack to top.
Excel Fundamentals for the Finance Professional.
This course focuses on how learning the fundamental building blocks of Excel so you can begin to take advantage and leverage all of Excel's true capabilities. In order to efficiently build models and crunch large data dumps in Excel, one must master the basics before the advanced content. Learn relevant financial formulas, proper navigation, formatting of files and worksheets, creating calculations in cells, and linking between worksheets/tabs. Functions and tools covered in this course include: mathematical, financial, logic, date/time formulas; data manipulation; anchoring; data tables; and building a capstone model. Emphasis will be on using shortcut keys, simplifying steps, and manipulating data. You will leave with techniques you can use immediately, allowing you to work faster and with less effort.
Mathematical functions: SUM, MAX, AVERAGE, MEDIAN, MIN Financial functions: PV, FV, RATE, NPV, IRR Logic Functions: IF, nested IF, CHOOSE, AND, OR Date Functions: MONTH, DAY, YEAR, WEEKDAY, EO MONTH Time Functions: HOUR, MINUTE, SECOND, TODAY, NOW Formatting: fills, copy formulas, paste special.
Prerequisites.
Data Manipulation: TEXT, CONCATENATE, ROUND Anchoring and locking cell references Build simple capstone financial model that encompasses efficiencies, shortcuts and sensitivity analysis Shortcuts and working with Add-ins Back to this topicBack to top.
Advanced Excel for Data Analysis.
This course focuses on how to effectively and efficiently utilize Microsoft Excel for data analysis. A financial analyst will not only use Excel to build financial models, but also to crunch a large data dump. Learn how to minimize as much manual labor as possible, thereby saving time and performing more detailed analysis quickly. Apply commonly-used formulas in new and different ways; uncover often over-looked Excel formulas; streamline number crunching and analysis via functions and tools including pivot tables, sumif, sum+if, transpose, working with arrays, vlook-up, subtotals, and regression analysis; enhance your spreadsheets with drop-down boxes, data validation techniques, automation of alternate row shading; take Excel to the next level with an introduction to building and automating simple macros and more!
Learn the most useful and overlooked Excel shortcuts to make life easier! What are the different ways to make your Excel worksheet into a model instead of just a flat analysis? Learn different "switches alternatives" (if, choose, offset) Learn data validation techniques to dummy proof your model! Perform basic regression analysis using least squares approach How do you perform one-dimension and two-dimensional sensitivity analyses using data tables? Utilize the vlookup function to its fullest to streamline tedious lookup jobs Pivot Tables: Everybody's heard of it but who knows how to use it! Learn how to summarize and dissect large amounts of data for analysis! Pivot Tables: Even better - add built-in and custom calculated fields to really use pivot tables to the max! Utilize the sumif formula and sum+if array functions to simplify complex conditional calculations Learn how to use the subtotal formula and function to minimize errors Combine subtotal with AutoFilter options to easily crunch all sorts of data! Automate alternate row shading in a table of data using complex conditional formatting Learn how to use the transpose array function Add some spice to your Excel analysis and models using drop-boxes Introduction to recording macros, modifying and coding macros and creating macro icons.
Prerequisites.
Knowledge of Excel and fundamental concepts in finance and valuation (since data is finance oriented) Company Overview and Basic Financial Modeling Back to this topicBack to top.
Excel Charting & Graphing Techniques & PowerPoint Integration.
"A Picture is Worth a Thousand Words" - but what happens when you have the perfect image in your head but you can't get Excel to graph it the way you want? Ever get annoyed at constantly having to go back into "Source Data" whenever you add an item to your data series? Or how about getting the perfect sized bar or line without resorting to using a ruler to literally draw it on! This course builds upon our Advanced Excel for Data Analysis course and focuses advanced charting & graphing techniques and how to properly integrate with PowerPoint. A critical, must-take course especially for professionals that have to create graphs in their presentations, reports and slides. As usual, we emphasize and teach all the best practices and focuses on our core Excel learning goal: automation, automation, automation! Leave nothing to chance, there is always a way to simplify and automate your charting & graphing approach. This jam-packed session includes: waterfall charts, football fields, dymamic ranges, and much much more! Learn the best practices of integrating into PowerPoint, when to embed, link (never) and copy as picture, as well as add to our Excel macros with a couple handy PowerPoint macros.
Creating Price Volume chart with call-out box annotations with perfect alignment Calculate and create dynamic moving average charts Construct Indexed Stock Price History graph with automated information box Build historical industry graph summarizing average, high low bars detailing valuation spreads Construct combination charts and graphs including precise annotations and secondary axis formatting Properly structure beta and volatility analysis and regression on multiple axis Construct historical and projected linear regression graph with automated best fit lines Assemble and understand logic behind "step charts" with X and Y Error bars to connect the dots Create dynamic charts and graphics that automatically update as additional source data is added Build Shares Traded at Various Prices graph with absolute perfectly sized and aligned graphs Create simple column and cumulative column (or bar) chart (multiple stacked chart) Learn how to create complex, combination charts such as double stacked charts Go all out by building a "football field" valuation range chart that combines triple stacked charts with XY scatter plot to automate current stock price line Construct waterfall chart that graphically summarizes sum-of-parts valuation Learn best practices of bringing Excel charts and exhibits into PowerPoint Avoid the forbidden linking between files and learn when to embed vs copy/paste as picture Learn the fastest and best ways to work in PowerPoint without the mouse Facilitate chart and graph placement in PowerPoint with our custom PPT macros.
Prerequisites.
Basic Financial Modeling Advanced Financial Modeling - Core Model M&A Deal Structuring Merger Modeling Basics LBO Overview Quick & Dirty LBO Modeling Efficiency in Excel Back to this topicBack to top.
Estratégias de negociação.
Bridge the gap from the fundamental analysis side of finance to actionable trade strategies. After you've decided on your trade based on your fundamental analysis (financial modeling & valuation), take the next step to properly time your trade and explore options beyond simply buying stocks.
Buy-Side Series: Mechanics and Applications of Long/Short Hedge Funds.
Participants will be introduced to the psyche of a hedge fund and learn how to think like a buy-side analyst. Through this course, participants will be shown how to expand their analysis beyond theory (valuations, trends, etc.) and apply the same practical techniques that hedge funds do. Specifically, learn what information is valued by funds, how and when hedge funds buy stocks, how single stock ideas are vetted through the construct of an entire portfolio, and how/why short decisions are made. Trade strategies will be detailed so conceptual ideas can be presented as actionable trades. Trading mechanics such as short interest, liquidity analysis, and ownership will also be discussed. Participants will be shown where to gain insights on funds and how to cater ideas/information to the fund's existing book of stocks, market exposure, and stated mandate. If you're a buy-side professional, you must master these fundamentals. If you're a sell-side professional, adoption of these techniques will increase the value of the presenter's ideas and result in increased and stronger buy-side relationships.
Thinking like Hedge Funds.
Understanding what information funds value, what they don't and what they pay attention to Making stock ideas more practical – moving beyond valuation and theory When a fund might short a stock even though fundamental valuation says fair or even undervalued.
Shorting as a source of funds and viewing short performance relative to the offsetting long position Managing return expectations for a short; distinguish between hedges, absolute returns & capital sources.
Atuação.
Understanding how beta impacts returns and managing funds' exposures Distinguish between AUM and assets deployed – and the impact on manager performance and risk.
Liquidity & Trades.
The impact of liquidity on stock selection and profiting from anticipated liquidity changes Designing trades with the whole portfolio in mind and pair trades – when & why & how they work Understanding the impact of sentiment on anticipated trades.
Knowing and Using the Information Available to You.
Where to find relevant filings – understanding what they mean Following competitors' trades while maintaining discretion in your own book Profiting from liquidations Calculate net change to development properties, construction in process and investment.
Prerequisites.
Accounting & Financial Statements Integration Corporate Valuation Methodologies Overview of Financial Markets Back to this topicBack to top.
Análise Técnica & amp; Negociação.
Technical analysis offers powerful, objective tools for trading stocks and securities. It's one thing to master fundamental analysis (accounting, reading and dissecting financial statements, financial modeling & valuation); however, many times, especially in extreme market dislocations, technical analysis overpowers the fundamentals and takes a life of its own. Certainly, technical analysis combined with fundamental analysis will rule the day; in either case, both sides of the equation are important.
This course provides a thorough review and primer to the fundamentals of technical analysis and trading based on technicals. We introduce the major types of technical indicators and tools and dive into the practical application in the real trading world. While the common saying "you can't time the market" certainly has merit, this course will teach how to make disciplined trades and improve your timing by identifying trends. Learn how to interpret charts and translate them into actionable trades.
We start with understanding the critical concepts of moving averages, support and resistance levels, to chart patterns such as head & shoulders, tops & bottoms, reversals and gaps, to incorporating price with volume, time, momentum and other sentiment factors, to more complex analysis such as candlesticks, Elliott waves, Bollinger bands, stochastics, relative strength, Fibonacci retracements, and much much more!
We debunk the myths and cut through the jargon to provide a straightforward, non-theoretical application—for each technical indicator, we explain: (i) the basic premise of the analysis; (ii) the information it provides; (iii) how it works; (iv) examples with graphics to clarify; (v) how to implement it; (vi) compare and contrast with other indicators.
Introduction to Technical Analysis.
Fundamental Analysis vs. Technical Analysis Effectiveness of Technical Analysis.
Step One: Reading, Understanding & Interpreting Charts.
Arithmetic vs Logarithmic Scaling Useful Line and Bar Charts Candlestick Charts.
Step Two: Reading, Understanding & Interpreting Trends.
Time Horizons, Trend Lines & Volume Support / Resistance Levels and Moving Averages Gaps (Breakaway, Runaway, Exhaustion) Oscillators, Momentum & Sentiment Indicators (VIX, Put/Call, Bull/Bear, etc)
Step Three: Reading, Understanding & Interpreting Patterns.
Head & Shoulders Double Tops & Bottoms Continuation and Reversal Patterns Identify Channel Boundaries and Trading Channels.
Step Four: Advanced Technical Analysis.
Dow & Elliott Wave Theory Relative Strength Indicators Fibonacci, Stochastics & Bollinger Bands Back to this topicBack to top.
Introduction to Options: Greeks & Option Strategies.
This course is an intensive introduction to option trading strategies and the Greeks. Several examples of spreads and combinations are covered in detail; strategies that combine options with other types of assets are also explained in depth. These include covered calls, protective puts and collars. In addition to these strategies, the use of options to synthetically replicate other types of positions is also explored. Several option risk measures, known as the Greeks, are covered in detail: delta, gamma, theta, vega and rho. The properties of the Greeks are analyzed, while models for computing the Greeks are derived from the Black-Scholes model using Excel. The importance of the Greeks in trading strategies is shown with numerous examples.
Objetivos de aprendizado.
Excel - understand how to implement several key mathematical and statistical Excel functions, such as variance, standard deviation, covariance, correlation, the normal probability distribution and the cumulative normal probability distribution. Visual Basic for Applications (VBA) - learn how to extend the capabilities of Excel with the VBA programming language. Understand the basic programming structures of VBA, such as arrays, objects, properties, methods, and branching and looping statements. Learn how to write user-defined functions and macros. Options - review basic options terminology and understand how options are priced with the Black-Scholes model. Understand the statistical foundations of the Black-Scholes option pricing model and how to implement the Black-Scholes model in Excel. Learn how the put-call parity condition enables Black-Scholes to price puts and calls. Option trading strategies - understand the basic types of trading strategies, including spreads and combinations. Understand the payoff profile and the break-even point of each strategy. Understand which strategies are appropriate when the market outlook is bullish, bearish or neutral. Learn the potential rewards and risk associated with each strategy. Understand how changes in volatility affect each strategy, and how the passage of time affects the profitability of each strategy. Learn how to synthetically reproduce various payoff profiles with the use of options. Black-Scholes - learn how European options may be priced with the Black-Scholes model. Understand the statistical foundations of the Black-Scholes option pricing model and the concept of risk-neutral pricing. Be able to implement the Black-Scholes model in Excel and VBA. Learn how to extend the Black-Scholes model to price European puts with the put-call parity condition. Learn how the Greeks may be calculated with the Black-Scholes model. Understand how the assumptions underlying the Black-Scholes model may be violated in practice. Option volatility - Understand how to calculation implied volatility and the implications volatility has in pricing options. Connect the "smile" of volatility to implied volatility and strike price and validate / negate the assumptions of Black-Scholes. Internalize the impact of volatility skew on in-the-money calls and out-of-the-money puts which all relate to the term structure of volatility and how mispricing arises. The Greeks - understand five of the most important Greeks: delta, gamma, theta, vega and rho. Understand how delta and gamma can be used to measure the sensitivity of an option's price to changes in the price of the underlying variable. Learn how theta measures the impact of the passage of time on an option's price. Understand the relationship between option prices and volatility, as measured by vega. Gain insight into how interest rates impact option prices, as measured by rho. Learn how to compute these measures in Excel and understand their role in measuring and managing risk. Understand the role of the Greeks in trading strategies. Back to this topicBack to top.
Complex and Exotic Option Pricing Models & Simulation in Excel/VBA.
This course introduces the Monte Carlo simulation approach to pricing derivative securities. Several different techniques for simulating random numbers are described; the risk-neutral framework for pricing derivative securities is covered in detail. The properties of Brownian Motion and Geometric Brownian Motion are explored, along with alternative stochastic processes that may be used to price derivatives. The simulation of European option prices and the Greeks is implemented in the VBA programming language. The Longstaff-Schwartz approach to pricing American options is covered in depth. The properties of several types of exotic derivatives are explained in detail. The prices of these derivatives are obtained from Monte Carlo simulation and compared with the results obtained from closed-form models. Several techniques for reducing the computational time of Monte Carlo simulation are explored, such as low-discrepancy sequences, control variates and antithetic variables.
Learning Goals.
Learn the properties of several types of exotic derivatives and the concept of path-dependence; then model and price the exotics Specific options strategies covered include: barrier options, binary (digital) options, Peroni options, rainbow options, lookback options, Asian options, multiple-asset options and others Understand how the Chicago Board Option Exchange Volatility Index (VIX) is constructed, how VIX options are priced, and how they may be used to implement volatility trading strategies Utilize Monte Carlo simulation approach to pricing derivative securities, from the risk-neutral framework to Brownian Motion to Longstaff-Schwartz and alternative stochastic processes Simulate and model European option prices and implement the Greeks in Excel & VBA Utilize VBA for arrays, objects, properties, methods, branching & looping statements and user-defined functions and macros.
Objetivos de aprendizado.
Excel : understand how to use Excel's add-in tools to implement advanced statistical techniques, such as regression analysis and random number generation. Visual Basic for Applications (VBA) : learn how to extend the capabilities of Excel with the VBA programming language. Understand the basic programming structures of VBA, such as arrays, objects, properties, methods, and branching and looping statements. Learn how to write user-defined functions and macros. Risk-neutral pricing : understand how derivative securities are priced with the risk-neutral framework of Black and Scholes. Learn the statistical properties of Brownian Motion. Understand how a stochastic process such as Geometric Brownian Motion can be used to model the behavior of financial assets. Monte Carlo simulation : understand how the statistical properties of traded assets can be used to generate simulated prices, and how option prices can be derived from these results. Learn several techniques for simulating random numbers from a probability distribution, and be able to evaluate their relative strengths and weaknesses. Learn how to implement a Monte Carlo simulation in VBA. The Longstaff-Schwartz model : understand how American options may be priced using the Longstaff-Schwartz approach, which combines regression analysis and Monte Carlo simulation. Back to this topicBack to top.
Volatility/Correlation Modeling and Risk Management.
This course provides a detailed overview of volatility and correlation models. First, estimate volatility from historical data then, implied volatility is defined and derived from option prices using root-finding methods. Dive deeper into the term structure of volatilities and volatility surface are analyzed in great detail. Learn how to price exotic options and the corresponding Greeks from the volatility surface. An overview of hedging and trading strategies using volatility derivatives is given; these include VIX options and futures and OTC derivatives, such as variance and volatility swaps. Several techniques for estimating correlation are covered, along with an overview of correlation derivatives. Trading and hedging strategies with correlation products are explored in detail. All models are implemented using Excel and the Visual Basic for Applications (VBA) programming language.
Objetivos de aprendizado.
Excel - understand how to use Excel's optimization package Solver to estimate volatility models. Visual Basic for Applications (VBA) - learn how to extend the capabilities of Excel with the VBA programming language. Understand the basic programming structures of VBA, such as arrays, objects, properties, methods, and branching and looping statements. Learn how to write user-defined functions and macros. Historical volatility - understand how to estimate volatility from historical data. Implement the simple moving average approach, the Exponentially-Weighted Moving Average (EWMA) approach and the GARCH methodology using Excel. Understand the advantages and disadvantages of each approach. Implied volatility - understand how implied volatility can be computed from the Black-Scholes model using root-finding techniques such as Newton-Raphson. Understand the properties of the volatility skew and how the term structure of volatilities is calculated. Learn how the implied volatility surface is constructed from the volatility skew and the term structure of volatilities. Implied trees - understand the methodology used to generate implied binomial and trinomial trees from the volatility surface. Learn how to implement the Derman-Kani implied tree model in order to price exotic options and calculate the Greeks for these options. Understand how the Greeks may be used for hedging. Stochastic volatility models - learn how volatility can be modeled as a two-factor stochastic process. Understand how the Heston model may be implemented with Monte Carlo simulation and as a closed-form solution using numerical methods. Use the Heston model to calculate the implied volatility surface and use this information to price exotic options. Volatility derivatives - understand the properties of several volatility derivatives, including VIX options and futures, variance and volatility swaps. Understand how the VIX index is constructed and how VIX options and futures may be used to hedge volatility risk. Understand several trading strategies using VIX options and futures to speculate on the future direction of volatility, including bull and bear spreads, calendar spreads, diagonal spreads, butterfly spreads and condors. Correlation models - understand how correlation can be estimated from historical data using simple moving averages, Exponentially-Weighted Moving Averages and GARCH. Be able to extract implied correlations from the prices of currency options. Understand the properties of the correlation skew. Learn how default correlations may be estimated from structural models such as Merton. Correlation derivatives - learn the key properties of correlation derivatives, such as covariance swaps, correlation swaps, nth-to-default swaps and Collateralized Debt Obligations (CDOs). Understand the different types of risk carried by correlation products, such as default risk, spread risk, implied correlation risk and time decay and how these risks may be managed using delta and gamma. Learn how a position in correlation may be taken with CDS or CDO tranches. Copulas - understand how several types of copulas are constructed, including the Gaussian copula. Learn how these may be used to price correlation products, such as CDSs and CDOs. Back to this topicBack to top.
Global Macroeconomics (and Implications on Rates)
Economics вЂ“ if not dismal, the "science" can certainly be frustrating. Ask yourself, do weak employment figures portend a decline in corporate profits and falling equity prices, or does it signal potential intervention from the central bank and rising equity prices? Exasperating, right?
The application of economic data to real world investment decisions often requires a secondary and even tertiary analysis of its meaning. Said differently, using economic data in the real world is more a "sentiment game" than a mathematical formula. What is a sentiment game? Keynes would describe it as a newspaper beauty contest, but more technically it's a strategic interaction between multiple players seeking to ascertain not necessarily their interpretation of a given set of information, but the interpretation and reaction of the other players in the game.
The Wall St. Training Global Macroeconomics course examines the practice of interpreting economic information in a way that is helpful to decision makers. We address key theoretical concepts including basic macroeconomics, the business and debt cycles, monetary and fiscal policy, and international trade; but also leave the ivory tower to examine actual economic releases and discuss not what вЂњshouldвЂќ happen but what does or can happen.
The course is broadly divided into two sections: Core Concepts and Key Economic Indicators & Data Series. The Core Concepts section of the course covers introductory economic theories and models that are required background information for economic analysis. This is done through an explanation of content followed by a real world example taken from a leading financial news source. The second portion of the course looks at key economic data series including among others, employment figures, price levels, monetary policy measures, and business/consumer activity measures. We use recent economic data to make it more applicable to current investment decisions and avoid the obfuscation that often accompanies older data sets.
Students should walk away with a better understanding of basic economic theory, how it translates into real world application, and knowledge about the distribution of and meaning behind important economic indicators. This is perfect for investment decision makers looking to integrate economic analysis into their decision making process or more experienced "economists" looking for a review of key concepts.
Core Concepts:
Basic Macro - fundamental understanding of the global economy; aggregate supply/demand, gaps, stagflation, etc. Business & Debt Cycles - determinants of economic growth, Neoclassical vs. Keynesian economics and implications Monetary and Fiscal Policy - monetary vs. fiscal policy impacts and trading implications for rates trading desks International Trade - comparative advantage and impact of trade treaties on trading strategy Balance of Payments and FX - impact of balance of payments and foreign exchange trade strategies.
Key Economic Indicators & Data Series:
Business Activity - business outlook, durable goods & factory orders report, production, capacity utilization and others Employment - employment cost index, employment situation, jobless claims report and related employment figures Real Estate - existing home sales, housing starts, new residential sales Prices - consumer price index, headline vs. core, producer price index Monetary - Federal Reserve Beige Book, Fed communications and signaling, money supply, commercial banks Consumer - consumer confidence index, consumer sentiment index, consumer credit report, personal income International and Output - international transactions, GDP, productivity and costs Other - commodities, 10-year government bonds, currencies, other miscellaneous indicators Back to this topicBack to top.
Portfolio & Risk Management.
Our suite of portfolio and risk management courses takes a quantitative approach to managing diversification strategies in the portfolio context. Understanding the impact of market factors and monte carlo simulations will allow you to better sensitize and quantify risk factors on your portfolio.
Credit Risk Modeling in Excel & VBA: Default Risk and Prepayment Modeling.
This course provides an in-depth introduction to credit risk. Techniques for modeling credit transition matrices are covered in great detail, while several statistical techniques for modeling default probabilities and correlations are explored in depth. Methodologies for modeling credit portfolio risk are covered, including the asset value approach and the structural approach. Prepayment models are developed for Mortgage-Backed Securities (MBS). All models are developed in Excel/VBA.
Learning Goals.
Implement statistical foundations, including Monte Carlo simulation using built-in native Excel functions and tools Understand the structure of a credit ratings transition matrix and estimate using the cohort approach and the hazard rate approach Estimate default probabilities and correlations, using Merton's model of credit risk, linear & Poisson regression analysis, the asset value approach (method of moments and maximum likelihood approaches) Simulate and model prepayment rates, incorporating the structure of MBS & related derivatives, including IO and PO strips Model different measures of prepayment speed, such as Single Monthly Mortality (SMM), Conditional Prepayment Rate (CPR) and Absolute Prepayment Speed (ABS) Utilize Excel's specialized functions, including advanced statistical techniques, and Excel's built-in optimization tools Code in Excel VBA: learn the fundamental programming structures and how it can be used to extend Excel's capabilities in Credit Risk Modeling.
Objetivos de aprendizado.
Excel : learn several of Excel's specialized functions. Understand how to use Excel's add-in tools to implement advanced statistical techniques, such as regression analysis. Learn how to use Solver, Excel's built-in optimization package. Visual Basic for Applications (VBA) : learn the fundamental programming structures of the VBA language, and how it can be used to extend Excel's capabilities. Statistical foundations : learn how to implement Monte Carlo simulation using Excel/VBA. Learn techniques for improving the speed of convergence, including importance sampling and low-discrepancy sequences. Understand the binomial and Poisson distributions. Learn the fundamental principles of linear regression analysis, as well as Poisson regression. Understand the maximum likelihood and method of moments approaches to statistical estimation. Merton's model : understand Merton's model of credit risk; learn how it is related to the Black-Scholes model and how it can be used to compute default probabilities. Credit ratings transition matrices : understand the structure of a transition matrix. Learn how to estimate a transition matrix with the cohort approach and the hazard rate approach. Back to this topicBack to top.
Value at Risk (VaR) Modeling for Different Asset Classes in Excel.
This course provides an overview of Value at Risk (VaR) modeling for a wide array of financial assets, including stocks, bonds, forward contracts, futures contracts, swaps and options. The key statistical assumptions underlying the VaR methodology are explored; several different models for computing VaR are implemented in Excel. The Delta-Normal approach is used to compute VaR for bonds, stocks and linear derivative securities, such as forwards, futures and swaps, as well as calls and puts. The Delta-Gamma approach is introduced as an alternative to computing VaR for options; this approach can capture the non-linear behavior of an option but at the cost of greater computational complexity. Full valuation approaches to computing VaR are covered in great detail; these have the advantage of being independent of any distributional assumptions about financial assets. These approaches include Historical Simulation, Weighted Historical Simulation and Monte Carlo Simulation. Several portfolio VaR measures are demonstrated; these are designed to measure the impact of a potential trade on portfolio VaR. These measures are known as Marginal VaR, Incremental VaR and Component VaR. The course concludes with a discussion of the strengths and weaknesses of the VaR methodology, with a consideration of several alternative possible approaches.
Learning Goals.
Explore the statistical foundations and methodology of the VaR framework in Excel and gain insight into how the assumptions of VaR are violated in practice Learn the Delta-Normal, Delta-Gamma & Full Valuation approaches to compute VaR for bonds, stocks and linear and non-linear derivative securities, such as forwards, futures and swaps, as well as calls and puts Understand how changes in the composition of a portfolio affect VaR and implement VaR sensitivities in a portfolio: marginal, incremental and component VaR Comprehend extensions of VaR and how VaR may be implemented with non-normal distributions, such as the Generalized Pareto Distribution (GPD), which can better capture the tail behavior of financial returns Utilize Excel's advanced statistical and mathematical functions, from basics of random numbers to implementing probability distributions (including normal distribution) to Excel's specialized matrix algebra operations.
Objetivos de aprendizado.
Excel : Learn several advanced statistical and mathematical functions in Excel. Understand how random numbers can be generated in Excel. Understand how to implement probability distributions in Excel, including the normal distribution. Learn how Excel's add-in tools can be used to implement advanced statistical techniques. Understand Excel's specialized matrix algebra operations. Statistical properties of financial assets : gain an in-depth understanding of the statistical concepts that form the foundation for all risk management models, including volatility, covariance and correlation and the normal distribution. The Value at Risk methodology : understand the statistical foundations of the Value at Risk framework. Gain insight into how the assumptions of Value at Risk are violated in practice. Understand how to interpret the output of a Value at Risk model. Merton's model : understand Merton's model of credit risk; learn how it is related to the Black-Scholes model and how it can be used to compute default probabilities. Delta-Normal approach to VaR : understand how VaR can be computed from the volatilities and correlations among the assets in a portfolio. Understand how VaR mapping is used to measure the exposure of financial assets to various risk factors. Learn how VaR can be computed for more complex assets, including fixed income products and derivative securities. Back to this topicBack to top.
Portfolio Optimization & Efficient Frontier Modeling.
This course provides an overview of portfolio modeling. The course reviews several key components of portfolio math, such as standard deviation, correlation and covariance, as well as optimization techniques. Markowitz' formula for measuring portfolio risk is covered in detail. The equivalent matrix representation is introduced, along with Excel's matrix algebra functions. The Capital Asset Pricing Model (CAPM) framework is used to introduce several key concepts, such as beta and the efficient frontier. Excel Solver is used to derive the efficient frontier from a portfolio of stocks. Beta is estimated using linear regression analysis. The Capital Market Line and Security Market Line are derived, showing the relationship between risk and return in equity markets. The Sharpe Ratio is introduced as a measure of relative risk.
Learning Goals.
Extend the fundamentals of CAPM to the foundations of portfolio math, such as standard deviation, correlation and covariance, as well as optimization techniques Learn how to easily implement Markowitz's efficient frontier methodology using Excel's matrix algebra functions and array tools to quickly calculate correlations amongst almost infinite set of securities Understand and quantify the concept and benefits of diversification and how risk can be reduced with a portfolio of assets Start with raw return data for equity securities and construct optimal stock portfolio in Excel; then layer on different asset classes including cash, fixed income and options Sensitize and quantify the effect of specific securities in the context of the overall portfolio: for instance, a stock may optimize the stock portfolio but not the overall diversified portfolio Utilize Excel to optimize portfolio construction based on maximizing returns and minimum variance mix of securities, using advanced statistical and mathematical functions.
Objetivos de aprendizado.
Excel : Learn several advanced statistical and mathematical functions in Excel. Understand how Excel's add-in tools can be used for regression analysis. Learn how to use Excel's specialized matrix algebra operations. Understand how to optimize functions using Excel's Solver add-in. Portfolio math : gain an in-depth understanding of the statistical concepts that form the foundation of portfolio theory, including expected return, standard deviation, covariance and correlation. Learn how to calculate these measures in Excel, and understand their economic significance. Learn how the inputs to a portfolio model can be estimated from historical data using Excel. Optimization : learn the basic principles of constrained and unconstrained optimization using Excel's matrix algebra functions and Solver. Markowitz's model : understand how Markowitz's model is used to measure the risk of a portfolio. Understand the concept of diversification and how it relates to correlation and covariance. Learn how to implement Markowitz's formula for multiple assets using Excel's built-in matrix algebra functions. The Capital Asset Pricing Model (CAPM) : understand the statistical foundations of the CAPM model. Understand how beta is derived and how it is interpreted. Understand the significance of the Capital Market Line and the Security Market Line and how they may be implemented in Excel. Learn how to compute and interpret Jensen's alpha. The Efficient Frontier : understand the properties of the efficient frontier and how it can be implemented using optimization techniques. Learn how to construct the efficient frontier using Excel Solver. Understand how the minimum variance portfolio and the market portfolio are constructed. Learn how to optimize the weights of the assets in a portfolio to earn a target return given any constraints on the risk of the portfolio. Learn how the ability to sell stocks short affects the efficient frontier. Understand how the availability of a risk-free asset impacts the efficient frontier. Understand how portfolio rebalancing may be used to preserve a portfolio's risk and return characteristics over time. Back to this topicBack to top.
Bank Capital Adequacy Modeling and Basel III Compliance.
This course presents an overview of the Basel Accords and how they have evolved since their debut in 1988. The three-pillar structure is explained in great detail, with a focus on the measurement of capital requirements under Pillar 1. The Value at Risk methodology is covered in depth as a technique for computing market risk capital requirements. The key features of the approaches to computing credit risk capital are covered: the Standardized Approach, the Foundation Internal Ratings Based Approach and the Advanced Internal Ratings Based Approach. The three approaches to computing operational risk capital are explored in detail: the Basic Indicator Approach, the Standardized Approach and the Advanced Measurement Approach. The new features of Basel III are explained, including changes to the measurement of Tier 1 and Tier 2 capital, updates to the calculation of credit risk capital and a more advanced approach to measuring liquidity risk.
Objetivos de aprendizado.
Overview of the Basel Accords – understand how the Basel Accords have evolved since being introduced in 1988. Learn how Basel II improves risk measurement and how it is organized into three pillars: determining regulatory capital for market, credit and operational risk; supervisory review and market discipline. Gain a broad understanding of the different methods that are used to compute capital requirements for market risk, credit risk and operational risk under Pillar 1. Understand the four key principles of supervisory review under Pillar 2: having a process for assessing overall capital adequacy, evaluation of banks' internal capital adequacy strategies, expecting banks to hold more capital than required, and early intervention. Understand that Pillar 3 is designed to impose market discipline on banks by requiring them to disclose key information about risk and capital holdings. Modeling capital requirements for market risk – understand the Value at Risk methodology and how it is used to calculate capital requirements under the Basel Accords. Modeling capital requirements for credit risk – learn how the Standardized Approach assigns risk weights to different types of assets, such as claims against corporations, loans to individuals and small businesses, residential and commercial real estate loans and claims against sovereign governments and central banks. Understand how the Standardized Approach incorporates several risk mitigating techniques, such as collateral, netting and credit derivatives. Understand how the Foundation Internal Ratings Based (IRB) Approach enables banks to use their own estimates of default probabilities, while the Advanced Internal Ratings Based Approach allows banks to estimate their own default probabilities, loss given default, exposure at default and effective maturity for each exposure. Measuring capital requirements for operational risk – understand how the Basic Indicator Approach computes the operational capital charge as 15% of a bank's average gross income. Learn how the Standardized Approach divides a bank's activities into eight business lines, and weights each with a risk factor. Learn how the Advanced Measurement Approach enables a bank to use internal data to determine the appropriate operational risk capital charge. Basel III – understand the changes that will occur under Basel III. These include updated definitions for Tier 1 and Tier 2 capital, the risk-based capital ratio, countercyclical capital buffers, changes to the Standardized and IRB approaches to credit risk and the measurement of liquidity risk. Back to this topicBack to top.
Capital Markets & Quantitative: Product Classes.
Credit Derivatives Modeling in Excel & VBA.
This course provides an in-depth introduction to credit derivatives modeling. Techniques for calibrating the LIBOR curve are introduced. Alternative approaches to modeling default probabilities are considered, including Merton's model, reduced-form models and the hazard rate model. The basic properties of credit derivatives are covered in detail, along with pricing models. Strategies for hedging credit risk with these derivatives are discussed in detail. Correlation products are covered, including Collateralized Debt Obligations (CDOs) and single-tranche CDOs. These are priced with Monte Carlo simulation while hedging strategies are developed. All models are implemented in Excel/VBA.
Objetivos de aprendizado.
Excel - learn several of Excel's specialized bond pricing functions. Understand how to use Excel's add-in tools to implement advanced statistical techniques, such as regression analysis and random number generation. Visual Basic for Applications (VBA) - learn the fundamental programming structures of the VBA language, and how it can be used to extend Excel's capabilities. Statistical foundations - learn how to implement Monte Carlo simulation using Excel/VBA. Learn techniques for improving the speed of convergence, including importance sampling and low-discrepancy sequences. Calibrating the LIBOR curve - understand how the LIBOR curve may be estimated from market data in order to price credit derivatives. Default rate modeling - understand how Merton's structural model may be used to estimate default probabilities. Understand alternative approaches to default rate modeling, including reduced-form models and the hazard rate model. Credit spread derivatives - understand how credit spread forwards, swaps and options are structured and how they are priced. Understand how credit spread options can be priced with an extension of the Black-Scholes model. Credit Default Swaps (CDS) - understand the properties of a CDS and how it can be priced. Learn how a CDS can be used to create a synthetic position in a risky asset, such as a corporate bond. Understand how CDS expose investors to changes in the credit spread curve, LIBOR curve and recovery rates and how these risks may be measured and hedged. Understand how credit DV01, spread convexity and theta are defined for a CDS. Correlation products - understand the properties of credit derivatives whose value depends on the behavior of two or more underlying assets. Understand the structure of Collateralized Debt Obligations (CDOs) and the motivations for issuing them. Learn how to price CDO tranches using Monte Carlo simulation and other alternative approaches. Understand how to measure the risk associated with a CDO tranche. Understand how nth-to-Default Swaps are structured and how they may be used to enhance returns through the use of leverage. Back to this topicBack to top.
Fixed Income Modeling and Risk Management.
This course is designed to provide an intensive introduction to fixed income markets and interest rate derivatives. The course presents several alternative measures of interest rates: yield to maturity, spot rates, forward rates and discount factors; techniques for pricing bonds with these measures are covered. The measurement and management of interest rate risk is then explored in depth.
Objetivos de aprendizado.
Excel - learn how Excel can be used to implement several sophisticated models of interest rates and interest rate risk. Understand how interest rate derivative securities can be priced based on these models. Visual Basic for Applications (VBA) - learn how to extend the capabilities of Excel with the VBA programming language. Understand the basic programming structures of VBA, such as arrays, objects, properties, methods, and branching and looping statements. Learn how to write user-defined functions and macros. Interest rate modeling - understand the definitions of yield to maturity, spot rates, forward rates and discount factors. Learn how these measures relate to each other and how they can be used to price fixed-income securities, including bonds. Understand different types of compounding conventions. Measuring interest rate risk - understand the properties of duration and convexity and how they are derived. Learn how duration and convexity are used to measure and manage interest rate risk. Understand how duration hedging is implemented and the drawbacks to this approach. Gain insight into how convexity can be used to increase the effectiveness of duration hedging. Principal components analysis (PCA) - understand how PCA is used to identify the factors that explain the behavior of the yield curve. Learn how PCA can be used to derive more realistic versions of duration, known as level, slope and curvature duration, and how these may be used to hedge interest rate risk. Modeling interest rates - understand how the term structure of interest rates can be modeled as a binomial tree and implemented in Excel. Understand how the binomial tree can be used to price callable and puttable bonds, floating rate bonds and inverse floaters. Learn how the tree is used to compute analytics such as effective duration, effective convexity and option-adjusted spread (OAS.) Understand how OAS is used in rich-cheap analysis to identify the relative value of different fixed income securities. Monte Carlo simulation - understand how Monte Carlo simulation can be used to price fixed income securities and compute effective duration, effective convexity and OAS. Interest rate derivatives - understand the basic properties of interest rate futures, forwards, swaps and options. Learn how interest rate options can be priced with a modified version of the Black-Scholes model and the binomial interest rate tree. Hedging with interest rate derivatives - understand basic strategies for hedging interest rate risk with interest rate futures, such as Eurodollar futures and Treasury bill futures. Understand the concept of basis risk. Learn how hedging strategies can be implemented with interest rate swaps and options. Passive fixed income portfolio management strategies - understand how passive strategies are used to replicate the returns to an index, such as the Barclays Capital Aggregate Bond Index. Learn different approaches to replication, such as stratified sampling, tracking-error minimization, factor-based replication, and derivatives-based replication. Understand how immunization strategies can be implemented; these include cash-flow matching and duration matching. Learn how derivatives can be used to implement passive strategies. Active fixed income portfolio management strategies - learn how market timing strategies are implemented based on anticipated yield curve changes. These include "riding the yield curve" and bullet, barbell, ladder and butterfly strategies. Understand how trading strategies can be based on ex Back to this topicBack to top.
Interest Rate Derivatives Modeling and Term Structure of Rates.
This course provides an analysis of the term structure of interest rates and interest rate derivatives pricing models. Several different types of interest rate derivatives are covered, including interest rate futures and forwards, interest rate swaps and interest rate options. The uses of these derivatives for hedging and trading purposes is explored in depth. Black's model is applied to the pricing of European interest rate options. Equilibrium models of the term structure of interest rates are introduced and implemented in Excel. These models are used to price zero-coupon bonds and coupon bonds. The drawbacks of equilibrium term structure models are considered. No-arbitrage models of the term structure are explored in depth, including the lognormal model, Black-Derman-Toy (BDT) and Hull-White. The comparative strengths and weaknesses of these models are considered. The BDT model is implemented in VBA as a binomial interest rate tree. The model is then used to price European, American and Exotic interest rate options.
Objetivos de aprendizado.
Excel - learn how Excel can be used to implement several sophisticated pricing models for interest rate derivatives. Understand how simple models of the term structure of interest rates can be implemented in Excel. Visual Basic for Applications (VBA) - learn how to extend the capabilities of Excel with the VBA programming language. Understand the basic programming structures of VBA, such as arrays, objects, properties, methods, and branching and looping statements. Learn how to write user-defined functions and macros. Stochastic processes - learn the statistical properties of key stochastic processes and how they may be used to model the evolution of interest rates over time. Interest rate forwards and futures - understand the properties of interest rate forward contracts, such as forward rate agreements (FRAs), and how they are priced. Learn how FRAs are used to lock in a borrowing or a lending rate. Learn how interest rate futures, such as Eurodollar futures, are used for hedging fluctuations in interest rates. Understand how basis risk arises when hedging with futures contracts. Learn how to implement duration-based hedges with futures contracts. Learn how and why cross-hedging is implemented, and how to measure its effectiveness with regression analysis. Understand the convexity adjustment that relates forward rates of interest to futures rates. Interest rate swaps - learn how interest rate swaps are structured. Understand how swap rates are determined from the term structure of interest rates, and how interest rate swaps are priced. Learn how interest rate swaps may be used to hedge risk by transforming floating rate assets/liabilities to fixed rate and vice versa. Learn how the risk of a negative or positive GAP can be hedged with an appropriate position in an interest rate swap. Understand how a synthetic position in a security can be created with an interest rate swap. Interest rate options - become familiar with the properties of interest rate options, such as caps, floors, collars, swaptions and futures options. Understand how European interest rate options can be priced with Black's model, how Greeks can be calculated for these options, and how the prices of caps, floors and swaps are related. Understand how the Greeks can be used to implement hedging strategies. Analyze the strengths and weaknesses of Black's model. Understand the properties of American and exotic interest rate options. Learn how caps can be used to hedge floating rate liabilities, floors can be used to protect the returns to floating rate assets and collars are used to set upper and lower boundaries on interest rates. Understand how swaptions can be used to lock in a maximum rate for floating rate debt, and how they can be used to transform fixed-rate assets into floating rate assets to benefit from rising rates. Equilibrium term structure models - understand the key features of two key equilibrium models: Vasicek and Cox-Ingersoll-Ross. Understand how these models can be used to price coupon bonds and zero coupon bonds. Understand how these models are derived and why they are not appropriate for pricing interest rate derivatives. No-arbitrage term structure models - learn the key properties of no-arbitrage term structure models, such as the lognormal model, Black-Derman-Toy (BDT) and Hull-White. Gain insights into the stochastic processes that underlie these models. Understand how to implement the Black-Derman-Toy model using VBA. Learn how to use the Black-Derman-Toy model to price European interest rate options, such as caps, floors and collars, and compare the results with Black's model. Use BDT to price American and exotic interest rate options, such as barrier caps and floors, bounded caps and floors, cancelable swaps and captions and floortions. Back to this topicBack to top.
Foreign Exchange (FX) Modeling & Hedging.
The course presents an overview of exchange rates, foreign exchange risk and strategies for pricing and hedging with foreign exchange derivatives. The basic features of the foreign exchange markets are introduced, along with several international parity conditions. The key properties of foreign exchanges forwards, futures, swaps and options are covered in detail; pricing models are introduced for each type of derivative along with hedging strategies. Several models are introduced for pricing foreign exchange options and are implemented in VBA. These models are used to compute the Greeks and implement sophisticated hedging strategies. The properties of exotic foreign exchange options are covered; these are priced with stochastic volatility option pricing models.
Objetivos de aprendizado.
Excel - understand how to use Excel's optimization package Solver for applications such as computing implied volatility. Learn how to implement regression analysis using Excel's Data Analysis Tool-Pak add-in. Visual Basic for Applications (VBA) - learn how to extend the capabilities of Excel with the VBA programming language. Understand the basic programming structures of VBA, such as arrays, objects, properties, methods, and branching and looping statements. Learn how to write user-defined functions and macros. The foreign exchange markets - understand the meaning of spot, forward and cross-exchange rates. Learn how real exchange rates are determined from nominal exchange rates, and how both are calculated. International parity relations - understand how exchange rates are affected by interest rates and inflation rates through purchasing power parity and the International Fisher Effect. Learn how interest rate parity ties together the values of spot and forward exchange rates, and how violations of IRP lead to arbitrage profits. Understand how uncovered interest rate parity "carry trade," can be used to increase returns. Foreign exchange forwards and futures - understand the properties of foreign exchange forwards and futures; understand how FX forward contracts are priced. Learn how marking-to-market affects the relationship between futures and forward prices. Understand how FX forwards can be used to lock in the exchange rate at which future transactions will take place. Learn different approaches to futures hedging and how the optimal hedge ratio can be determined with regression analysis. Understand how basis risk arises with FX futures hedging and how cross hedges are implemented and their effectiveness. Foreign exchange swaps - learn how FX swaps can be priced as a sequence of FX forward contracts or as a portfolio of bonds. Understand how FX swaps can be used to convert the denomination of assets and liabilities from one currency into another in order to hedge FX risk or increase rates of return. FX options - understand the basic features of FX options and several hedging strategies, including bull spreads, bear spreads, butterfly spreads, straddles and strangles. Learn the properties of several exotic FX options, including barrier options, digital options and quantos. Understand the properties of the standard Greeks: delta, gamma, theta, vega and rho, as well as the higher-order Greeks, such as vanna and volga. Implied volatility - understand how implied volatility can be computed from the Black-Scholes model using root-finding techniques such as Newton-Raphson. Understand the properties of the volatility skew and how the term structure of volatilities is calculated. Learn how the implied volatility surface is constructed from the volatility skew and the term structure of volatility. Foreign exchange option pricing models - learn how plain vanilla FX options can be priced with an extension of the Black-Scholes model, known as the Garman-Kohlhagen model, and how the Greeks may be derived from the model. Understand how the Greeks are used for hedging strategies. Learn how exotic FX options can be priced with the stochastic volatility SABR (stochastic alpha beta rho) model and how the Greeks can be determined with the model. Understand the vanna-volga approach to pricing exotic FX options and computing the Greeks. Learn strategies for hedging delta, vega, vanna and volga risk. Back to this topicBack to top.
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Moeda estrangeira on-line Piracicaba

Tuesday 20 March 2018

Entradas contábeis para exercício sem dinheiro de opções de ações

Accounting entries for cashless exercise of stock options

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