Capital Market Due Diligence Report

Capital Market Due Diligence Report

[Name of the company]

Executive summary [Optional]

Summary of the report, which should basically be the summary of the observation of the students, highlighting the key concerns, which may be positive or negative. ONLY KEY CONCERNS.

Students are required to list significant concerns or positive attributes of the company, which may be the deal maker or deal breaker for the proposed transaction. Analysis of the DDR will be required.

Disclaimer

Students may add the disclaimer section to the DDR, in their own words.

Limitations and challenges faced in drafting the DDR may be mentioned under this section with an appropriate heading.

Name & Details of the Company

Name, registered address, Industry type and sector.

Main Products/ Services rendered by the Company?

Incorporation Year.

Chairman and Managing Director of the Company. List their qualification(s) too and how they may be relevant.

Company Secretary and Auditor of the Company, along with their remuneration.

Directors (Executive, Non-Executive, Independent Directors) with date of joining, resignation (if any) in last one year, along with their remuneration and qualification.

Last Annual General Meeting (AGM) Date.

Details about Extra-Ordinary General Meetings (EGM) and the main discussion.

Details about the Risk Management Committee and its Risk Management Officer.

Details of all Statutory and Non-statutory committees and meetings.

Note: Students should keep in mind that the application of legal provisions (including Securities Regulations) and ANALYSIS of the same is important. Merely putting the facts and figures wont fetch even a decent mark.

Market Details of the Company

Whether the Company falls under Top 100/ 200/500 Companies based on Market Capitalisation as on the relevant date.

Name the stock exchange where equity is listed (including overseas listing, if any).

Whether shares are frequently traded or infrequently traded on the stock exchanges?

Name the stock exchange where other securities i.e. Non-convertible debentures/ bonds/ preference shares are listed, if any.

Whether any of the securities is part of any indexes, if yes, mention the same.

Registrar and Transfer Agents details, including the address.

Latest Market Cap.

No. of Subsidiaries/ Associates/ Holding Company.

Change in Capital structure, if any, during the year (Such as the Change in holding of FII/FPI, Mutual Funds, Promoters, Promoters Pledge, etc.).

Note: Students should remember that the application of legal provisions (including Securities Regulations)/ Market understanding, etc. need to be incorporated in the DDR. IN-DEPTH ANALYSIS of the same is CRUCIAL. Merely putting the facts and figures wont fetch even a decent mark.

Market Intermediaries & Gatekeepers

Registrar and Transfer Agents details, including the address.

Name and details of the custodian(s).

External Auditors and their details in the below format:

AUDITORS NAME APPOINT MENT DATE MEMBERSHIP NO.

Secretarial Auditor Statutory Auditor Cost Auditor Note: Students should discuss the applicable legal provisions. ANALYSIS of the same is important. Merely putting the facts and figures wont fetch even a decent mark.

Were there any adverse remarks/qualifications made in the Statutory Auditors Report in respect of financial audit?

Yes No

Were there any adverse remarks/qualifications made in the Secretarial Audit Report?

Yes No

What the board of director has to say about the internal control system in the company and how they have implemented the suggestions of statutory auditors?

Changes in Auditors during the year, if any, and reason for such change:

AUDITOR NAME DATE OF CHANGE/ CESSATION REASON FOR CHANGE/ CESSATION

Secretarial Auditor Statutory Auditor Cost Auditor Note: Students should discuss the applicable legal provisions. ANALYSIS of the same is important. Merely putting the facts and figures wont fetch even a decent mark.

Balance Sheet overview [last two-year audited Balance Sheet Both Standalone and Consolidated]

Authorized and Paid-up Share Capital. Secured and Unsecured Loans (Total Debt).

Shareholding Patterns i.e. Promoters, QIBs, Public Holdings etc.

Note: Students are expected to apply legal provisions (such as Companies Act 2013, Indian Accounting Standards, applicable Securities Laws such as SEBI (LODR) Regulations etc.) and lead an academic discussion and explain each and every input briefly.

Main source of income [last two-year audited profit & loss account Both Standalone and Consolidated]

Gross Income & Royalty Income, if any.

Long Term and Short-Term Investment by the Company.

Note: Students are expected to apply legal provisions (such as Companies Act 2013, Indian Accounting Standards, applicable Securities Laws such as SEBI (LODR) Regulations etc.) and lead an academic discussion and explain each and every input briefly.

Market Cues

Market Capitalization

Earnings Per Share (EPS)

Equity Dividend %

Dividend Yield %

Important Ratios

Has there been consistent growth in Return on Equity of the company during the last three years? (standalone)

Yes No

Year %

2021-22 2020-21 2019-20

Has there been consistent growth in revenue from operations of the company during the last three years? (standalone)

Yes No

Year INR (in lakhs)

2021-22 2020-21 2019-20 Please mention the diluted EPS (exclusive of extraordinary/exceptional items) of the company for the last three years. (standalone)

Year EPS (in INR)

2021-22 2020-21 2019-20

Performance Ratios

ROA (%)

ROE (%)

ROCE (%)

SWOT Analysis

[Strengths, Weaknesses, Opportunities & Threats Analysis of the company]

Cite two Broker Research Recommendations for Buy/Sell

Peer Performance, if available.

Others

Has the company conducted any shareholders satisfaction survey?

Yes No

(If yes, please enclose the questionnaire and summary result)

If yes, whether the suggestions received in such a survey were considered by the top management?

Yes No

Has the company conducted any vendor satisfaction surveys?

Yes No

(If yes, please enclose the questionnaire and summary results)

Note: For VIII, IX & X Students should explain the concepts involved in cues and ratios in detail. Academic and market-oriented discussion is expected in this regard.

Students are expected to mention - how the company performs regarding those cues and ratios. Comparison with peers in the same or similar industry may be beneficial to establish and highlight the important aspects.

The inputs should be strictly in your own words and not plagiarised; otherwise, you will attract a penalty.

Even if a few inputs are not available, students should discuss the concepts, rationales and implications involved. Eg. The Rationale behind conducting shareholders or vendors satisfaction survey etc.

Reports/ Events & how it was Disclosed

Not more than 2-3 corporate events in order of impact on securities price and priority for the company.

Credit Rating of 5- 6 latest financial instruments, if any.

Note: Students are expected to give a brief explanation of the legal provisions/ market concepts involved for a better understanding of non-lawyer executive(s).

Note: [Important]

This DDR is intended to generate learning outcomes in the students. This exercise shall not be undertaken by copying and pasting information. Instead, to understand different securities market aspects of the company.

Students will be marked based on discussion & analysis of applicable laws (i.e. acts, rules, regulations, standards etc.]. Non-compliance with the applicable laws should be highlighted separately in italics.

The applicable year for the DDR purpose shall be the financial year 2022 23. Comparisons may be made with the Company's past financial year.

For this DDR, only standalone financial statements should be considered. Practical implications and impact should also be discussed. Students may rely on consolidated financial statement, only if they wish.

There is no upper word limit for this DDR. The idea is to give students the freedom to express themselves. However, repetition of inputs/ discussion/ analysis should be avoided at all costs.

The company under consideration is a listed company. Hence, all relevant information(s) are either publicly available or are available on the website of the listed company, stock exchange(s) & SEBI.

Students may visit - http://jguelibrary.informaticsglobal.com:2147/Analyser.aspx?MenuCode=C3 for information too. JGU has access to the aforementioned resource through the e-library of JGU. Students may refer to Money Control or other similar websites.

Please note that a particular company may not disclose all the information sought in this DD and that will reflect upon their corporate performance from the perspective of stakeholders (particularly investors and prospective investors). Therefore, comment on those aspects and implications as well.

A box should be added under different aspects/ provisions/ sections to highlight the following aspects.

right9848Applicable Legal Provisions: ., if any.

Discussion about the concept: ., if any.

[Individual Students Name]s Observations/ Analysis: .., if any.

Note: All the laws and observations should be in the words of the students, preferably in the form of narration reflective of your understanding. Cut, copy and paste approach should be avoided at all cost.

More than one student can mention their comment(s) in a box, if the input is substantial and an independent analysis. Repetition of inputs should be avoided.

00Applicable Legal Provisions: ., if any.

Discussion about the concept: ., if any.

[Individual Students Name]s Observations/ Analysis: .., if any.

Note: All the laws and observations should be in the words of the students, preferably in the form of narration reflective of your understanding. Cut, copy and paste approach should be avoided at all cost.

More than one student can mention their comment(s) in a box, if the input is substantial and an independent analysis. Repetition of inputs should be avoided.

Individual or Group Comments are required against every heading. Marks will also depend upon the comments, which will add value to the Financial DDR.

This assignment is an academic DDR; therefore, academic discussion is warranted, wherever necessary.

Format, visuals, presentation and graphics will also carry marks. Therefore, the students should be mindful of the way the DDR is drafted, the flow of information, the highlighting of crucial aspects, and the design of the DDR. DDR shall be presented in a professional manner.

Please mention N.A (not applicable) if some headings/particulars are not relevant for certain kinds of companies. Even in that case, academic discussion, analysis of the concepts and implications for non-compliance should be discussed.

The broad format of this DDR cannot be modified/changed.