Tag: Amalgamation

Underwriting is the process where financial institutions, typically investment banks or insurance companies, assess and assume the risk of issuing securities or providing insurance. In capital markets, underwriters guarantee the sale of securities by purchasing them from the issuer and reselling them to investors, ensuring companies raise the required funds. This process enhances investor confidence, ensures regulatory compliance, and stabilizes the financial market. Underwriting is essential for public offerings, debt issuances, and insurance policies, as it mitigates risks for issuers while ensuring liquidity and market efficiency.

• Firm Commitment Underwriting

In firm commitment underwriting, the underwriter guarantees the purchase of the entire issue of securities from the company, regardless of whether they can sell them to investors. The issuer receives the full amount of capital immediately, while the underwriter assumes the risk of any unsold securities. This type of underwriting is commonly used for initial public offerings (IPOs) and large debt issuances. It provides certainty to the issuing company but poses a financial risk to the underwriter if the market demand is low. Investment banks typically conduct firm commitment underwriting for well-established companies with strong market demand.

• Best Efforts Underwriting

In best efforts underwriting, the underwriter does not guarantee the sale of the entire issue but agrees to make its best effort to sell as many securities as possible. The issuer bears the risk of any unsold securities. This method is often used for smaller or riskier companies where market demand is uncertain. The underwriter acts as a sales agent rather than a principal buyer. Best efforts underwriting is commonly seen in small public offerings and private placements, allowing companies to access capital without obligating the underwriter to purchase unsold shares.

• Standby Underwriting

Standby underwriting is primarily used in rights issues, where a company offers additional shares to existing shareholders. If shareholders do not subscribe to all the offered shares, the underwriter purchases the remaining securities to ensure full subscription. This method provides assurance to the company that all shares will be sold, securing the required capital. It benefits companies looking to raise funds without relying entirely on the market. Standby underwriters typically charge a higher fee due to the risk involved in purchasing unsubscribed shares, especially in volatile market conditions.

• Syndicate Underwriting

Syndicate underwriting involves multiple underwriters forming a group (syndicate) to collectively handle a large public issue. This method reduces individual risk, as each member of the syndicate commits to underwriting a portion of the securities. It is commonly used for high-value IPOs, government bond issuances, and large corporate debt offerings. The lead underwriter manages the process, coordinating with other syndicate members. This approach allows issuers to tap into a broader investor base while distributing risk among multiple underwriters. Syndicate underwriting ensures better market absorption of securities and a successful capital-raising process.

• Conditional Underwriting

Conditional underwriting is an agreement where the underwriter commits to purchasing unsold securities only if certain conditions are met. Unlike firm commitment underwriting, the underwriter is not obligated to buy all securities unless the conditions, such as minimum subscription levels or regulatory approvals, are satisfied. This type of underwriting is commonly used in rights issues and public offerings, where the issuer seeks assurance that a minimum amount of capital will be raised. It reduces risk for both the issuer and underwriter while ensuring a successful securities issue.

• Sub-Underwriting

Sub-underwriting occurs when the primary underwriter shares the risk of underwriting an issue by appointing sub-underwriters. These sub-underwriters agree to purchase a portion of the unsold securities if investors do not fully subscribe to the offering. This method is commonly used in large-scale issuances, IPOs, and debt offerings to distribute risk among multiple parties. Sub-underwriting helps mitigate financial exposure for the lead underwriter and ensures a higher likelihood of full subscription. Institutions, brokers, or wealthy investors typically act as sub-underwriters, earning a commission for assuming part of the risk.

When a company issues shares or debentures to the public, applications for subscriptions are received from various investors. These applications can be classified into marked applications and unmarked applications. The distinction between these two types is important in the underwriting process, as it determines the allocation of shares and the liability of underwriters.

In underwriting, an underwriter guarantees the sale of securities by agreeing to subscribe to any portion that remains unsold. The classification of applications helps in computing the underwriters’ liabilities accurately.

Marked Applications

Marked applications refer to those applications that bear a specific mark or code identifying the underwriter responsible for procuring the application. These applications indicate that the investor has subscribed to the issue due to the efforts of a particular underwriter.

Since marked applications can be traced back to specific underwriters, they are credited to those underwriters when calculating their liabilities. The company issuing securities considers the marked applications as the underwriter’s contribution to the issue.

Example:

If an underwriter promotes the sale of 10,000 shares and receives applications with their mark, these 10,000 shares will be credited to their underwriting efforts.

Characteristics of Marked Applications:

• They contain a unique mark, stamp, or code identifying the underwriter.

• They help determine the share of applications brought in by each underwriter.

• They reduce the underwriter’s liability as the applications are credited to them.

• They are useful for assessing the performance of different underwriters.

Unmarked Applications

Unmarked applications refer to those applications that do not contain any specific mark or indication of being procured by a particular underwriter. These applications are received directly from the public without any attribution to an underwriter’s effort.

Since these applications cannot be assigned to any underwriter, they are distributed among all underwriters based on their agreed underwriting proportion. This ensures fair distribution of underwriting responsibility.

Example:

If a company receives 50,000 unmarked applications and has four underwriters with equal agreements, each underwriter will be assigned 12,500 shares from these unmarked applications.

Characteristics of Unmarked Applications:

• They do not carry any mark identifying an underwriter.

• They are received directly from the public without underwriter intervention.

• They are proportionally allocated among all underwriters.

• They increase the underwriting liability as they must be shared by all underwriters.

Key differences Between Marked and Unmarked Applications

Role of Marked and Unmarked Applications in Underwriting Liability:

Underwriting liability is the number of shares an underwriter must subscribe to in case of under-subscription. The calculation of underwriting liability depends on marked applications, unmarked applications, and under-subscription levels.

Step-by-Step Process of Determining Underwriting Liability:

1. Total Subscription Received: Identify the total number of applications received.

2. Marked Applications: Assign the marked applications to the respective underwriters.

3. Unmarked Applications: Distribute unmarked applications among all underwriters in proportion to their underwriting agreements.

4. Under-subscription: Calculate the number of shares remaining unsubscribed after marked and unmarked applications are adjusted.

5. Final Liability of Underwriters: Each underwriter is responsible for purchasing the unsubscribed portion as per their agreement.

Example Calculation:

• Total shares issued: 1,00,000

• Total subscriptions received: 80,000

• Marked applications: 50,000 (Credited to respective underwriters)

• Unmarked applications: 30,000 (Distributed among underwriters)

• Under-subscription: 20,000 (To be borne by underwriters)

Importance of Marked and Unmarked Applications:

• Fair Allocation of Underwriting Liability

The distinction between marked and unmarked applications ensures that underwriters are credited for their efforts and share the burden of unmarked applications fairly.

• Reducing Underwriters’ Risk

Marked applications help reduce the underwriter’s liability, as they prove the underwriter’s ability to generate subscriptions.

• Effective Underwriting Performance Evaluation

Companies can evaluate the effectiveness of individual underwriters based on the number of marked applications attributed to them.

• Compliance with SEBI Regulations

Proper classification ensures compliance with SEBI (Securities and Exchange Board of India) regulations, which govern underwriting practices and liabilities.

Challenges in Handling Marked and Unmarked Applications:

• Disputes in Marking Applications

Underwriters may claim applications as marked to reduce their liability, leading to disputes between underwriters and companies.

• Allocation of Unmarked Applications

Fairly distributing unmarked applications among underwriters can be challenging, especially when multiple underwriters are involved.

• Ensuring Transparency and Fairness

Companies must ensure that the marking process is transparent and that no underwriter is unfairly credited or burdened.

Valuation of Shares refers to the process of determining the fair value of a company’s shares based on various financial and economic factors. It is crucial for mergers, acquisitions, taxation, investment decisions, and legal compliance. The valuation considers factors like earnings, assets, market conditions, and future growth potential. Common methods include Net Asset Value (NAV) Method, Yield Method, and Market Price Method. Accurate valuation ensures transparency, fairness, and informed decision-making for investors and stakeholders. It also helps in corporate restructuring, financial reporting, and assessing a company’s true worth in the market.

Need for Valuation of Shares:

• Mergers and Acquisitions

Valuation of shares is crucial in mergers and acquisitions to determine the fair exchange ratio between companies. It helps in assessing the financial health of the target company, ensuring that shareholders receive a justified value for their holdings. Accurate valuation prevents overpaying or undervaluing shares, making negotiations transparent. It also helps companies decide whether a merger or acquisition is financially beneficial, ensuring that the deal aligns with long-term strategic goals while maintaining shareholder confidence and regulatory compliance.

• Investment Decisions

Investors rely on share valuation to make informed investment decisions. It helps in assessing whether a stock is undervalued, overvalued, or fairly priced, guiding investment choices. Valuation methods like intrinsic value calculations and market comparisons assist in evaluating potential returns and risks. Investors also use valuation to diversify their portfolios, mitigate losses, and maximize gains. Proper valuation reduces speculation and ensures that investment decisions are backed by financial data rather than market trends or sentiments.

• Taxation and Legal Compliance

Valuation of shares is essential for determining capital gains tax when selling shares. Tax authorities require proper valuation to ensure accurate tax liability calculation. It is also necessary for compliance with laws related to wealth tax, inheritance tax, and gift tax. Proper valuation prevents disputes with tax authorities and avoids penalties. It ensures that tax liabilities are fair and based on actual financial conditions, maintaining legal transparency for individuals and businesses dealing with share transfers.

• Corporate Restructuring

Companies undergo restructuring due to financial distress, business expansion, or regulatory requirements. Share valuation helps in determining the financial impact of restructuring decisions, such as issuing new shares, buybacks, or debt conversions. It ensures that existing shareholders are treated fairly and that new capital is raised efficiently. Accurate valuation also helps in maintaining investor confidence by providing a clear picture of the company’s financial standing during restructuring processes.

• Financial Reporting

Companies must provide fair valuations of their shares in financial statements to comply with accounting standards and corporate governance regulations. Accurate valuation ensures transparency in financial reporting, aiding stakeholders in understanding a company’s financial position. It helps auditors verify the correctness of reported financial data, reducing the risk of manipulation or fraud. Proper share valuation also assists in meeting regulatory requirements set by financial authorities and stock exchanges.

• Determination of Fair Value in Buyback and ESOPs

When a company repurchases its own shares through a buyback, proper valuation ensures that shareholders receive a fair price. Similarly, in Employee Stock Ownership Plans (ESOPs), companies must value shares to determine the right price for employee stock grants. A well-calculated share price ensures fairness for employees and investors while preventing financial mismanagement. It also enhances employee motivation and retention by ensuring they receive a reasonable value for their stock options.

• Disputes and Litigation

In cases of shareholder disputes, business dissolution, or partner exits, share valuation plays a critical role in settling financial disagreements. Courts often rely on share valuation reports to resolve legal matters related to ownership rights and compensation. Proper valuation ensures that shareholders receive equitable treatment, reducing conflicts. It also prevents financial losses arising from undervaluation or manipulation of shares, ensuring a fair resolution for all parties involved.

• Initial Public Offering (IPO) and Capital Raising

Before a company goes public through an IPO, it must determine the fair price of its shares to attract investors. Share valuation helps set an appropriate issue price that balances demand and return for both the company and investors. Proper valuation ensures that the company raises sufficient capital without overpricing or underpricing its shares. It also builds investor confidence by providing a clear understanding of the company’s financial potential and market value.

Valuation of Shares refers to the process of determining the fair value of a company’s shares based on financial performance, assets, earnings, and market conditions. It helps investors, businesses, and regulators assess investment worth, mergers, acquisitions, and legal compliance. Various methods like Net Asset Value, Dividend Discount Model, and Earnings Capitalization are used. Share valuation is crucial for decision-making, taxation, and financial reporting, ensuring transparency and fair trading in the stock market.

Factors Affecting Valuation of Shares:

• Earnings and Profitability

The profitability of a company is a crucial factor in share valuation. Investors assess a company’s earnings per share (EPS), net profit margins, and revenue growth to determine its financial health. A company with consistent and increasing profits is valued higher due to its strong earning potential. Valuation methods like the Price-to-Earnings (P/E) ratio help compare earnings with market prices. If a company generates high profits, its shares are more attractive to investors, leading to higher valuations.

• Net Assets and Book Value

The net assets of a company, including tangible and intangible assets, impact share valuation. The Book Value Per Share (BVPS) is calculated by dividing total net assets by the number of outstanding shares. If a company holds valuable assets like land, machinery, or intellectual property, its share value increases. Investors consider asset quality, depreciation, and liabilities when assessing a company’s worth. Strong asset backing assures shareholders of stability and potential financial security in the long run.

• Dividend Policy

A company’s dividend policy influences investor interest and share valuation. Regular dividend payments indicate financial stability and profitability. Investors seeking steady income prefer companies with consistent dividend payouts, increasing demand for their shares. High dividend yield stocks are often valued higher due to investor confidence. Conversely, companies that reinvest profits for growth may have lower dividends but attract growth-oriented investors, impacting share valuation differently based on investor preferences and future profit expectations.

• Market Conditions and Economic Factors

Economic conditions such as inflation, interest rates, and GDP growth impact share valuation. A booming economy boosts investor confidence, leading to higher share prices, while economic slowdowns reduce valuation due to uncertainty. Stock market trends, industry performance, and government policies also affect valuation. For example, in a bullish market, investor demand drives up share prices, whereas bearish market conditions lead to lower valuations as investors become risk-averse.

• Industry and Sector Performance

The overall performance of the industry in which a company operates significantly influences its share valuation. Companies in high-growth sectors like technology and pharmaceuticals tend to have higher valuations due to rapid innovation and demand. In contrast, industries facing downturns, such as traditional manufacturing, may have lower valuations. Competitive advantage, regulatory changes, and market trends determine the growth potential of an industry, affecting investor perception and share prices accordingly.

• Interest Rates and Inflation

Interest rates directly affect share valuation, as they influence the cost of borrowing for companies and investment returns for shareholders. When interest rates are low, companies can borrow at cheaper rates, increasing profitability and share value. Conversely, high interest rates raise borrowing costs, reducing profits and valuation. Inflation also impacts valuation, as high inflation erodes purchasing power and increases costs for businesses, reducing profit margins and making stocks less attractive to investors.

• Management Efficiency and Corporate Governance

The quality of a company’s management and governance structure plays a vital role in share valuation. Strong leadership, ethical business practices, and efficient decision-making enhance investor confidence, leading to higher share prices. Companies with transparent financial reporting and good corporate governance attract investors by reducing risks of fraud or mismanagement. On the other hand, poor management and governance issues can lead to financial instability, negatively affecting share valuation and investor trust.

• Supply and Demand for Shares

The basic economic principle of supply and demand influences share valuation. If more investors are interested in buying a company’s shares, the price increases due to higher demand. Conversely, if more shareholders sell their shares, the price declines. Factors like company performance, industry trends, and investor sentiment affect share demand. Additionally, stock buybacks reduce supply, increasing share prices, while issuing new shares can dilute existing shareholders’ value and lower prices.

• Government Regulations and Taxation

Regulatory policies and taxation laws impact share valuation by affecting company profits and investor returns. Favorable policies, such as tax benefits, subsidies, or deregulation, enhance business growth and valuation. Conversely, high corporate taxes, strict compliance rules, or unfavorable legal conditions reduce profits and discourage investments, lowering share prices. Government intervention in pricing, foreign investments, and environmental regulations also influence share valuation, making compliance a critical factor for investors.

• Liquidity and Marketability of Shares

The ease with which shares can be bought or sold in the market affects their valuation. Highly liquid stocks, which have a high trading volume, tend to be valued higher as they provide flexibility for investors. Companies listed on major stock exchanges have better marketability, increasing investor confidence. On the other hand, shares of smaller, unlisted, or closely held companies have lower liquidity, making them less attractive and reducing their market value.

Intrinsic Value Method of Shares is a valuation approach that determines the actual worth of a share based on a company’s net assets. It is calculated by dividing the net asset value (total assets minus liabilities and preference share capital) by the total number of equity shares. This method helps investors understand a company’s fundamental value, independent of market fluctuations. It is useful for mergers, acquisitions, and liquidation analysis. However, it does not consider future earnings potential, making it more suitable for asset-rich companies rather than growth-oriented businesses.

Assumptions of Intrinsic Value Method of Shares:

• Net Assets Determine Share Value

The Intrinsic Value Method assumes that the fair value of shares is primarily determined by the company’s net assets. It considers total assets minus liabilities and preference share capital to arrive at the intrinsic worth. This assumption is useful for asset-heavy companies but may not accurately reflect the value of firms that rely on future earnings, goodwill, or intangible assets. Since it focuses on historical data, it may not capture potential growth opportunities or market conditions.

• Market Fluctuations Do Not Affect Value

Another key assumption is that the intrinsic value remains independent of stock market fluctuations. Unlike market-based methods, it does not consider the impact of investor sentiment, demand-supply dynamics, or speculative activities. This makes the method suitable for long-term investors focusing on a company’s fundamentals rather than short-term market trends. However, this assumption limits its application in volatile industries where market perception significantly affects stock prices.

• Fixed Asset Valuation is Accurate

The method assumes that the valuation of a company’s fixed assets is accurate and up-to-date. It relies on financial statements and balance sheets to determine the net asset value. If assets are overvalued or undervalued, the calculated intrinsic value may be misleading. Depreciation, inflation, or outdated book values can also impact the accuracy of the valuation, leading to incorrect investment decisions.

• Liabilities are Properly Accounted for

It is assumed that all liabilities, including short-term and long-term obligations, are properly accounted for in financial statements. The method considers the residual value after deducting liabilities from assets to determine the worth of equity shares. Any hidden liabilities, contingent liabilities, or misrepresentations in financial reports can distort the valuation. Investors must ensure financial transparency and reliability before relying on this method.

• Business Continuity is Assumed

The Intrinsic Value Method assumes that the business will continue operating without any disruptions. It does not account for liquidation scenarios or business failures, which may impact the company’s asset valuation. If a company faces insolvency, its actual realizable value may be much lower than the intrinsic value calculated using this method. Therefore, this assumption is valid only for stable and financially sound companies.

Thus the Value of net asset is:

Net Assets (Intrinsic Value of Asset) = Total of realisable value of assets – Total of external liabilities

Total Value of Equity Shares = Net Assets – Preference share capital

Value of One Equity Share = Net Assets – Preference share capital/Number of Equity shares

Advantages of Intrinsic Value Method:

• Accurate Reflection of Net Assets

The Intrinsic Value Method accurately reflects a company’s net worth by considering its total assets and deducting liabilities. This approach is particularly useful for businesses with substantial tangible assets, such as manufacturing and real estate firms. It provides investors with a clear picture of the company’s financial stability and ensures that the valuation is based on actual book values rather than speculative market trends. This accuracy makes it a preferred method for mergers, acquisitions, and liquidation analysis.

• Objective and Reliable Valuation

Since this method relies on financial statements and accounting records, it is objective and free from market sentiment or speculation. Unlike market-based valuation methods, which fluctuate due to investor perceptions and external factors, the intrinsic value remains stable and grounded in the company’s actual financial position. This reliability makes it a trusted method for conservative investors who prefer factual data over speculative predictions when making investment decisions.

• Useful for Asset-Rich Companies

The Intrinsic Value Method is particularly beneficial for companies with significant tangible assets, such as land, buildings, machinery, and cash reserves. It helps investors assess the true worth of asset-intensive businesses, making it easier to determine fair pricing in mergers and acquisitions. This method ensures that shareholders receive an appropriate valuation based on actual resources, avoiding inflated or deflated market prices.

• Helpful in Liquidation Analysis

This method plays a crucial role in liquidation scenarios, where companies need to assess the value of their assets to determine how much shareholders will receive after settling liabilities. By providing a clear picture of the company’s net assets, it helps creditors and investors make informed decisions about the company’s financial standing. This is particularly useful in bankruptcy proceedings, where fair distribution of assets is essential.

• Less Affected by Market Volatility

Intrinsic value remains relatively stable. It does not depend on stock market trends or speculative pricing, making it a more reliable approach for long-term investors. This stability ensures that businesses are not undervalued or overvalued due to temporary market movements, providing a realistic assessment of share value.

• Provides a Conservative Estimate

The Intrinsic Value Method offers a conservative valuation approach, making it suitable for risk-averse investors and financial institutions. Since it is based on net assets and excludes uncertain future earnings, it provides a safe estimate of a company’s worth. This conservative approach is particularly useful for banks, lenders, and regulatory bodies that require a cautious valuation before granting loans or approving financial transactions.

Challenges of Intrinsic Value Method:

• Ignores Future Earnings Potential

One major limitation of the Intrinsic Value Method is that it does not consider the company’s future earnings potential. A company with strong growth prospects may have a much higher market value than what is reflected by its intrinsic value. This makes the method less effective for evaluating technology firms, startups, or companies in high-growth industries, where earnings potential is a key factor in valuation.

• Depreciation and Inflation Impact

The valuation depends on the book value of assets, which may not reflect their current market price due to depreciation or inflation. Fixed assets like land and machinery might be undervalued due to historical cost accounting, while inflation can reduce the purchasing power of recorded assets. As a result, the intrinsic value may not represent the true worth of a company’s resources, leading to potential miscalculations in financial decision-making.

• Not Suitable for Service-Based Companies

Companies in the service sector, such as consulting, IT, and finance, rely heavily on intangible assets like brand value, intellectual property, and human capital. Since the Intrinsic Value Method primarily focuses on tangible assets, it fails to capture the full value of such businesses. This makes it an ineffective valuation method for companies where intangible assets play a significant role in revenue generation.

• Difficulty in Asset Valuation

The accuracy of the intrinsic value depends on the correct valuation of a company’s assets. However, determining the fair market value of certain assets, such as patents, goodwill, and specialized equipment, can be complex. If asset values are overstated or understated, the intrinsic value may be misleading, affecting investment decisions and financial planning. This challenge requires expert assessment and periodic revaluation of assets.

• Does Not Reflect Market Conditions

The intrinsic value does not take into account the demand and supply of shares, industry trends, or economic conditions. Investors may find a company’s shares undervalued based on intrinsic value, but if market conditions are unfavorable, share prices may remain low. This makes the method less effective for traders and short-term investors who rely on market trends to make buying and selling decisions.

• Limited Use in Mergers and Acquisitions

While the Intrinsic Value Method is useful for assessing net assets, it may not be the best approach for mergers and acquisitions involving high-growth companies. Acquiring firms often consider synergies, market expansion, and future earnings potential, which are not captured in intrinsic valuation. This limitation makes it necessary to use other valuation methods, such as Discounted Cash Flow (DCF) or Price-to-Earnings (P/E) ratio, to get a complete picture of a company’s worth.

The Yield Method of Share Valuation determines a share’s worth based on the expected return (yield) it generates for investors. It compares a company’s dividend-paying capacity or earnings with the required rate of return in the market. The formula used is:

Value per Share = [Expected Dividend or Earnings per Share / Normal Rate of Return] × 100

This method is ideal for investors who prioritize income generation from dividends or profits. It is widely used in stock market analysis, mergers, and acquisitions, ensuring fair pricing based on financial performance.

Basis of Yield-Basis Method of Shares:

The Yield Method of share valuation is based on the principle that the value of a share depends on its ability to generate returns for investors. The key bases of this method include:

1. Earnings Yield Basis:

The value of a share is determined by the company’s earnings per share (EPS) in comparison to the normal market return.

Value per Share = [Earnings Per Share / Normal Rate of Return] × 100

2. Dividend Yield Basis:

This method considers the dividends received as the key factor, valuing shares based on dividend per share and market yield.

Value per Share = [Dividend Per Share / Normal Dividend Rate] × 100

3. Risk and Return Trade-off:

Investors assess business risks, industry trends, and market fluctuations while valuing shares under this method.

4. Market Expectations:

The valuation depends on investors’ confidence in the company’s growth, stability, and profitability trends over time.