J.P Hayes Essays - East Asia, Geography Of Asia,

J.P Hayes Mr. Bevington English H 20 October 2017 A Nation Born From War The United States of America is a preeminent nation to us citizens who are honored to live and walk on it's surface everyday we wake up. Recently North Korea and their foolish leader have been challenging the pure strength and manpower of the United States armed forces. As U.S citizens we should not stand to let this be okay and pass through our memories while our armed forces stand ready to protect us everyday. We the people of United States of America need not to fear war with North Korea but to embrace it because our nation was created from patriotism which still thrives, we have more men enlisted, and greater firepower on both land and in the air. Our great nation won it's independence from the British by defeating their premier army with a cluster of farmers and regular working class men. In 1776 America and it's people were born from war and still at this very moment we shall be ready for war. If an army made up of untrained and unprepared regular men can defeat the Redcoats, then with our current U.S military we should demolish any adversary. President Donald Trump stated, "Any more threats to the United States will be met with fire and furry like the world has never seen", and as U.S citizens born from war we shall stand behind him. North Korea was in a civil war against South Korea in the 1950's when the land was still known as Korea. The separation of the two happen when an armistice was singed meaning North Korea never won it's independence like America. When the U.S armed forces fight they can stand for those who sacrificed their life in the revolution to liberate America. North Koreans can be patriotic but they can not say that their nation was sparked and won from the idea of patriotism and independence. On the day we first step onto the battlefield against North Korea we should stand shoulder to shoulder as brothers and watch as the enemy fears us. Our great country has 120,002,084 men fit for service at this very moment while the North Koreans only have 10,066,704 men fit for service according to the U.S homeland security. Given these numbers we shall not ease up and loose like the redcoats did to the U.S colonist, but instead we should know that there our eleven times more boots behind our soldier then the North Koreans. The only category of war North Korea has bigger then the U.S is their number of war ships but they still aren't as powerful and long range as the United State's war ships are. The U.S doubles the size of the size of North Korea's war budget, total land power such as tanks, and aircraft power. Not only do we possess more firepower and money then North Korea, but also we have our patriotism on top of that. Rocket Man and North Korea should fear us Americans while we sit back and relax because we have all the power of the world behind us while the enemy has none. For the last time do not back down from any battles but in particular don't back down from the war against the modern era Stalin. We are Americans born from war and war we shall always succeed and fight no matter the odds.

Things to Know Before Visiting a Butterfly House

Things to Know Before Visiting a Butterfly House Youve probably seen live butterfly exhibits offered in your local zoos or nature museum. These exhibits offer visitors the chance to observe butterflies up close. Most butterfly houses populate their exhibits with butterflies from around the world, allowing you to see a variety of colorful species youd have to travel the globe to find in the wild. Bring a camera, because youll definitely want to capture images of these flying flowers. Heres a primer on what to expect when visiting, including tips for getting butterflies to land on you, and photographing your favorites. Things to Know Before You Visit a Butterfly House Butterfly houses are hot, humid environments. In most cases, the exhibit is meant to mimic butterflies native tropical habitat. If you have health issues that may be exacerbated by high temperatures or humidity, you may want to keep your visit short. A well-designed butterfly house usually has a double set of doors with a vestibule in between at both the entrance and exit. This is to help prevent butterflies from escaping  and to help keep the temperature inside the exhibit constant. Butterfly houses usually have misters placed throughout the exhibit to help maintain the humidity. Depending on where they are located, you might be sprayed with a gentle mist of water as you walk through the exhibit. Butterflies sometimes rest on the ground, including on the pathways where you will be walking. Pay attention to where you are stepping to avoid crushing a resting butterfly. Be sure to look up, too! Resting moths can fly way up high on the exhibit walls, or even on light fixtures. Butterflies behave differently depending on the species, the time of day, and environmental variables like temperature and humidity. Some species on exhibit may seem to do nothing but rest. These are often crepuscular butterflies, meaning theyre active at dawn and dusk. Most will be most active during the warmest, sunniest part of the day, which is usually the afternoon. Because butterflies are short-lived, some of the butterflies you observe may be nearing the end of their lives. You might see some butterflies that look tattered, with missing wing scales or even torn wings. This doesnt mean something is wrong with their care. Newly emerged butterflies, by contrast, will have bright, bold colors, and clean wing edges. Usually, the staff will release newly emerged butterflies and moths into the exhibit at a specific time each day, often in the afternoon. If you want to see this, you might want to call ahead to ask when they do the daily release, so you can plan your visit accordingly. Butterfly House Donts You will usually find a set of rules posted where you enter the butterfly house. These may include: Dont bring food or drinks into the exhibit.Dont wander off the pathways in the exhibit.Dont touch the plants or pick flowers.Dont pick up or handle the butterflies, unless a staff member invites you to do so.Dont remove butterflies from the exhibit area, even if they are dead. Butterfly House Dos Do take your time. Butterfly spotting takes patience!Do ask questions. Most butterfly houses have knowledgeable staff or volunteers posted in the exhibit area, able and willing to teach you about the species you are seeing.Do look for feeding stations and puddling areas, where you can get a closer view of the butterflies.Do visit the emerging area, where you can watch new butterflies and moths break out of their pupal cases. You might have to wait for a while to see one emerge, but it is well worth it.Do consider bringing a small pair of binoculars with you, to get a better view of butterflies perched high in the exhibit.Do take lots of pictures! Where else will you have that many butterflies within reach of your camera lens?Do check for hitchhikers before you exit the butterfly house. Ask a friend to make sure no butterflies have perched on your back. Behaviors You Can Observe in the Butterfly House To the novice butterfly observer, it might look like the butterflies are only doing one of two things: flying or resting. But theres more to butterfly behavior than that. Some male butterflies will patrol a territory, looking for a mate. Youll see him flying back and forth, back and forth in one area of the exhibit. Other butterflies are more passive in defending their territory, preferring instead to perch. These butterflies sit quietly in one spot, usually high on a tree or other foliage, watching for females to flutter into their area. If a male competitor enters his territory, he may chase him away. Because butterflies are ectothermic, they will bask in the sun to warm their bodies and their flight muscles. Butterflies also engage in puddling, which is how they get the minerals they need. You may see butterflies mating, and you will definitely observe butterflies feeding on nectar. See how many different behaviors you can observe! Tips for Getting a Butterfly to Land on You If youre lucky, a butterfly might land on you while you are in the exhibit. Theres no guarantee this will work but, you can do a few things to increase your chances. The best rule of thumb is to act as a flower: Wear brightly colored clothes. I have a bright yellow and orange tie-dyed shirt that always seems to lure butterflies to me.Smell sweet. If youre wearing a skin lotion or perfume that smells a bit like flowers, that attract a hungry butterfly.Stay still. Flowers dont move, so you wont fool a butterfly if youre walking around. Find a bench and stay put for a while. Tips for Taking Photos in a Butterfly House Butterfly houses afford photographers a unique opportunity to capture images of butterflies from all over the world, without the expense of traveling or the frustration of looking for them in the wild. Keep in mind that some butterfly houses do not allow photographers to bring tripods in, so call and ask before you visit. Here are a few tips for getting the good photographs on your next visit to a butterfly exhibit. Plan your visit for early in the day. Butterflies will be most active from late morning until late afternoon. You have a better chance of photographing butterflies at rest if you visit the butterfly house as soon as it opens in the morning.Give your camera time to adjust to the tropical environment. One thing that drives me nuts when I visit a butterfly house is my camera lens fogging up. If you move from a cooler, drier environment into the hot, humid climate of the butterfly exhibit, your camera is going to need a bit of time to acclimate before your lens will stay clear.Photograph butterflies from the front, not the back. You will be tempted to photograph the easy targets, like the butterflies resting on foliage with their beautiful wings visible to you. Look for butterflies on feeding stations or flowers, where you might be able to get a good close-up of it uncoiling its proboscis to drink, or tasting a piece of fruit with its feet. Rules for Displaying Live Butterflies Organizations that operate  live butterfly exhibits in the U.S.  must follow very strict USDA regulations. In most cases, their permit does not allow them to breed the species on exhibit. Plants within the butterfly exhibit provide nectar only; no larval host plants will be provided. Instead, they must purchase butterflies as pupae, which are housed in a separate area until the adults emerge. Most butterfly houses receive new shipments of pupae on a weekly basis since adult butterflies are short-lived. Once they are ready to fly, the adults are released into the exhibit. All butterflies must be kept within the confines of the butterfly house, and careful measures must be taken to prevent escapes.

Accounting for Strategic Decision-Making Essay Example | Topics and Well Written Essays - 500 words

Accounting for Strategic Decision-Making - Essay Example First, the research paper has used multiple methods, which are combined together such as the four methodological approaches. This gives better results to the report. Secondly, the paper raises the issue of supply management area, which often concerns the implementation steps to facilitate concurrent engineering, which is not raised nor discussed in the previous accounting literatures. Third, â€Å"the allocation of target costs to the detailed component level should be performed by multidisciplinary teams in the U.S based target costing compared to the previous research on the target costing practices of the Asians firms† (Ellram 15). This stresses that target costing allocation is an individual duty. Fourth, all teams work together in U.S based target costing to resolve tensions that are created by the market pressures in conjunction with the supplier to achieve the target cost. Fifth, it illustrates that U.S target costing has very close working relationship between the supp ly management and design engineering. This impacts directly on a product or service’s capacity to meet their target costs. This relationship is absent in other targets costing such as the Asians. Sixth, the paper discusses how the target selling price can be established through customer negotiations which are not addressed in the previous target costing research. Lastly, it shows that the supply in U.S costing method plays a major role in product development which is not clearly stated in other costing methods. On the other hand, on weaknesses, it fails to discuss what affects the products success in U.S target costing method, whether it is the products higher prices or the markets readiness. It has also not specified the theoretical target costing time frame for each of the steps in the implementation process. Another weakness is that it shows the same way of determining the product cost which is just the same with

Coursework Essay Example | Topics and Well Written Essays - 500 words - 1

Coursework - Essay Example The episode recaps are easier to understand, and are a more manageable size to study. However, they lack many details that are hard to find. For instance, in the Vietnam War episode, it might be easier to find information if there were tables or graphs of how many people on each side died, etc. The effects of some events, such as the bombing of Hiroshima and Nagasaki, are not dealt with in enough depth to show how the people on the other side of the conflict suffered. The site could be improved with links to websites that cover the aftermath of the bombings as well as links to the aftermath of the Vietnam War. The site may also not quite convey the extent to which the Cold Wars potential for global nuclear annihilation gripped the lives of ordinary people, or the effects on generations who grew up believing there was likely no future to the world. Although, this is covered somewhat in the Cold War Memories section. The website would also be more interesting if it included more information on the Vietnam anti-war movement and the ways it was influential in changing the course of the nation. Likewise, an analysis of the effectiveness of nuclear disarmament efforts would be interesting. The most interesting parts of the website include the way that the causes of conflicts are given. It is easy to see what precipitated certain events, for instance, by studying the episodes in order, it is easy to see what events led to the Vietnam War. The interactive quizzes that test your Cold War knowledge, such as about culture of the time, are also interesting and fun. There are many facets to the impact of the Cold War on the United States. The competition between the U.S. and the Soviet Union compelled both countries to a space race; the U.S. was inspired to be the first to land on the moon, and the U.S. space program received great support that it may not have otherwise. The Cold War also fueled a nuclear weapons arms race

Strategies for Building Business Success Essay Example | Topics and Well Written Essays - 2750 words

Strategies for Building Business Success - Essay Example This report stresses that this restaurant has grown in reputation over the years, and has gained popularity as a destination restaurant that can cater to business professionals and the local residents. The menu is though formal for this market segment, but the bar draws great rush. During this study it was evident that some customers came solely to sit at the bar, without any intent of dining in the restaurant. This paper makes a conclusion that the restaurant market is growing in Atlanta. It is therefore an obvious step on part of Zaika to expand the operations to target a bigger market segment and thereby increase the revenue. The top ten Atlanta restaurants have common two things: plush, trendy interiors and reasonably priced menus. Only one of them offered traditional food. And half of them were located in Midtown. Though the competitors are moving in the right direction, but Zaika is expanding on the basis of sound market research in the local market. Atlanta consumers are seeking diversity and new occurrence. Location is undoubtedly important, but so is environment and uniqueness. The marketing challenge is thus to stand out from major competitors, not only as an ethnic restaurant, but as one that offers consistently high quality food, menu variety, and a unique atmosphere. Maintaining the edge will depend partly on marketing not to forget a ‘delighting experience’ for th e customer at the restaurant.

Strengths and Weaknesses of Utilitarianism

Strengths and Weaknesses of Utilitarianism The origins of utilitarianism are often traced as far back as the Greek philosopher Epicurus but the main idea is thought to come from Jeremy Bentham who said that Utilitarian argument worked by nature has placed mankind under the governance of two sovereign masters, pain and pleasure. There are two main different types of utilitarianism. Act utilitarianism states that, when faced with a choice, we must first consider the likely consequences of potential actions and, from that, choose to do what we believe will generate the most pleasure. The rule utilitarian, on the other hand, begins by looking at potential rules of action. To determine whether a rule should be followed, he looks at what would happen if it were constantly followed. Utilitarianism is a very solid and stable argument, I personally think that without knowing about it a lot of people use it to decide what to do, my example is what happened when I go home, I have two younger brothers and we always seem to fight over something, usually food, like the last bit of cake, or the last of the coca-cola. What my mum does without realising is a very Utilitarian idea, she says Oliver, you take three glasses and pour the coke out equally, then Giles and Theo, you choose. This way I try to pour all the glasses equally otherwise I get stuck with a really small glass of coke, because my greedy brothers would drink the glass with more in. Utilitarianism uses a lot of separate principles. Someone who accepts some of the principals but not others may be seen as a utilitarian. This mainly includes the whole of the human race. The Utilitarian argument has the strange ability to seem really obvious to who ever it benefits and completely wrong to the minority that it doesnà ¢Ãƒ ¢Ã¢â‚¬Å¡Ã‚ ¬Ãƒ ¢Ã¢â‚¬Å¾Ã‚ ¢t benefit. e.g. rapists. There is another problem that there are no ethical arguments which are agreed by everyone, for example in certain eastern countries, people believe that woman who cheat on there husbands should be stoned to death, where as the general western society believe that this is completely wrong. However there are some points most people agree on. Rape, theft and lying are seen as bad where as, giving, helping and healing are seen as good things One obvious thing that these things have in common is that most of the things agreed to be good are things which make people happy, and most of the things agreed to be bad are things which make most people miserable. Bentham realised that there should be some sort of scale on which happiness can be judged. Bentham did this by proposing the hedonic calculus. The hedonic calculus lists seven features of pleasure to which attention must be paid in order to assess how great it is: intensity, duration, certainty, propinquity, fecundity, purity, and extent. This scale allows us to find the act which leads to the greatest pleasure. However there was a Philosopher after Bentham called John Mill, John Mill was a child prodigy who was able to read several languages at an early age, and the son of a follower of Jeremy Bentham. Perhaps the greatest British philosopher of the nineteenth century, Mill maintained that the well being of the individual was of greatest importance and that happiness is most effectively gained when individuals are free to pursue their own ends so long as they keep with the rules that protect the common good of all. While mill accepted the utility principle of the greatest good for t he greatest number he was concerned about the difficulty raised when for example there is the story of the bridge operator. The bridge operator took his son to work with him. He delighted in telling his little boy how everything worked and how important his job was, since hundreds of people relied on him to raise and lower this bridge so they could travel safely from place to place. The little boy beamed with pride as his father explained his job. He also greatly admired all of the switches that controlled the huge gears. But after a couple of hours of observing his father work, the boy grew bored, so his father sent him out to play. A short while later, the bridge operator realized that it was almost time for him to lower the bridge so the 5 p.m. commuter train could cross. But, as he was about to pull the switch that would lower the bridge, he glanced out the window to see that his son had apparently been climbing on the gears; and his foot was stuck. In fact, he was wedged betwee n the huge gears; alive, but trapped;and unable to free himself. The engineer was about to hurry to help his son when he heard the train whistle in the distance. Suddenly he realized that he did not have sufficient time to free his son, return to the control box, and lower the bridge in time for the passenger train to cross safely. But if he pulled the switch to lower the bridge, his little boy would be crushed in the massive turning gears in which he was entangled. He was forced to make a horrible choice: either his son would be killed, or a trainload of passengers would plunge to their deaths in the river below. Mill thought if the greatest good for the greatest number was purely quantities based on the quantities of pleasure and pain caused what would stop one persons pleasure from that act. To address this difficulty Mill focused on qualities pleasures. He developed a system of higher and lower pleasures preferring the higher pleasures to the lower ones. Mill said It is better t o be a human being dissatisfied than a pig satisfied: better to be Socrates dissatisfied than a fool satisfied Benthams theory has a number of clear benefits. It seems reasonable to link morality with the pursuit of happiness and the avoidance of pain and misery and this connection would receive popular support. It also seems natural to consider the consequences of our actions when deciding what to do, utilitarianism offers a balanced democratic morality that promotes the general happiness. However there are a number of difficulties with utilitarianism the first difficulty concerns all theorys that rely on the consequences for deciding which actions are good. Need to be sure that what I think will come about as a result of particular action will actually come about. Utilitarianism depends upon accurate predictions.

Society in Mary Shelleys Frankenstein and Thomas Mores Utopia :: comparison compare contrast essays

Society in Mary Shelley's Frankenstein and Thomas More's Utopia A primary problem with the society we live in today, is the need to be better. The desire to have more, to be worth more, and through these inanimate objects to be happy is what drive us all. As children we struggled to fit in by having nicer clothes and more expensive shoes than the next kid. Although, in a different from this is a sentiment echoed in Sir Thomas More's "Utopia." By analyzing his work, I will shed some light on how this is very similar to a theme proposed in Mary Shelley's "Frankenstein." In Utopian society, we are shown that the way to fit in, to be cool is to be exactly the same as those around you. Those citizens who had aspirations of wealth and a better life, were treated the same as those who simply can not afford to 'fit in' in our society. They were the shunned, the public outcasts. These people had necessarily done anything wrong, they just were unhappy with their way of life and had glimpsed something better. This mirrors the daemon in Shelley's "Frankenstein." Although he was an extremely well educated person, who aspired for nothing more than love and happiness, they would never be his to have. The sole reason the monster was abhorred by all that knew of him was his appearance. This singular feature was the reason he was beaten by Felix, and nearly killed by the man whose daughter he had saved from river. His only curse was ugliness, but was this his fault? It was easy for the daemon to curse his creator, the man who had formed him the way he was; in many ways I feel sympathy towards him. The sentences for being different in Utopia might not be considered by some to be as severe, but in many ways they were. For many crimes in their society you could be punished to a life of slavery, but this is not unlike Shelley. The daemon, while not punished by a court system, was punished by something much worse: himself.

Hero Honda Demerger

Table of Contents 1. ABSTRACT3 2. INTRODUCTION4 3. MATERIALS ANS METHODS5 4. ANALYSIS5 5. Conclusion14 6. References15 1. ABSTRACT THE JOINT VENTURE A joint venture between Hero Group and Honda Motor Company was established in 1984 as the Hero Honda Motors Limited at  Dharuhera Haryana. Hero  is the brand name used by the Munjal brothers for their flagship company Hero Cycles Ltd. Honda is world’s largest selling two wheeler company based in Japan. Munjal family and  Honda  group both own 26% stake in the joint venture Hero Honda motor Corporation.However the Hero Honda group was set for a split at the end of 2010. After the split Munjal family will buy Honda Motor’s 26% stake for around $1 billion, or a little less than half the current value of the stake in the stock market. The Japanese auto major will exit the JV through a series of off market transactions by giving the Munjal family an additional 26% share. Honda, which also has an independent fully owned t wo wheeler subsidiary (Honda Motorcycle and Scooter India (HMSI) will exit Hero Honda at a discount and get over $1 billion for its stake.The discount will be between 30% and 50% to the current value of Honda's stake as per the price of the stock. The Munjal family plans to compensate Honda through high royalty payouts, which could double to nearly 6% of net sales. However, key financial institutions have objected to this move, saying that the deal could favour the Munjals but be detrimental to other shareholders. Honda will continue to provide technology to Hero Honda motorbikes until 2014 for existing as well as future models. And after 2014 both companies Honda Motorcycle and Scooter India and Hero Motor corporation will compete with each other.Hero group will have full access of the overseas market as well and Honda group can compete full fledged in Indian market In this project report we have analyzed strategic motives behind the deal, differences which led to the fall of joint venture, legal and regulatory implications of the deal (through various disclosure requirements and new licensing agreements). WHY THIS PROJECT IS WRITTEN AND WHAT IS DISCOVERED Hero group is world’s largest selling bicycle company and Honda motor cop. Is world’s largest two wheeler company. This was India’s most successful joint venture.Merger of these two companies one Indian and one foreign company has to go with lots of legal regulations and strategic business implications. Demerger of these companies has to deal with many legal regulations and this merger has been taken based on changing business strategies and markets. Key concerns that this project has dealt with are. * How much successful the joint venture was? * Reasons of success of the JV. * What are the main clauses in MOU signed by the two companies? * What lead them to demerger? * What is the mode of exit from demerger? * Will open offer be required to make by hero group? Mode of funding by hero g roup to acquire 26% share of Honda group. * Does the investment by Investors in hero group require prior Government or FIPB approval? * What are the discloser requirements under proposed share transfer? 2. INTRODUCTION PROBLEM STATEMENT Analysing legal, financial and strategic issues in demerger of two companies involving an Indian and a foreign company. The demerger involves many key issues to deal with before it will go on demerger. The legal issues has some key components like * Open offer under takeover code. * Prior government approval or FIPB approval. Disclosure requirement by Hero group under takeover code and under SEB guidelines. * Mode of acquisition of shares. * Tax implications on Honda group Japan. Mode of financing by hero group to take 26% shares of Honda group is also a point of concern the key area of emphasis on it are * Bridge Financing * Funding from private equity investors Business strategies of both companies involved also came as lead to demerger the key iss ues in it are * India is a liberalised economy now. * Honda is third largest two Wheeler Company in India. * Vendor issue to supply parts. * Export market.Latest and successful technical capabilities of Honda motors and the reliability of Hero Group with pan India presence made an effective combination. Honda motors technical expertise provided better fuel efficient motorcycles and was easily sold through Hero Group‘s deep distribution network. Absence of any major competitor in the initial years helped the Company make the best of the growing market demand for motorcycles. With the decrease in price difference in comparison with scooters, that were the more popular choice earlier, the Company was able to successfully stabilize in the Indian market.Fallout of the joint venture all begin with personal interest coming into picture more than the joint venture. On December 26th 2010 when in a joint press conference both companies made public, selling of HM Japan‘s holding of 26% in the Company to Hero Group. Company also disclosed a Memorandum of Understanding signed between the Company, HM Japan and Hero Group pursuant to which the parties would enter into a new license agreement. This proposal was rolled out keeping with the plan and taking the first step in the phased process of the HM Japan‘s exit from the Company.This decision meant curtains for the 26 year old Indo-Japanese partnership. 3. MATERIALS AND METHODS The research methodology applied in this project has been of secondary research because most of the data required for analysis is easily available on internet. Since the objective of the project is to explore the strategic motivations behind the deal, various legal implications arising from the deal and how the legal issues were handled, the annual reports of Hero Honda Motor corp. and websites of various regulators who had a bearing on the deal was of great help.We have analyzed the annual reports of Hero Honda Motor comp for years 2010-11 and 2011-12 to get the facts of the demerger and the company’s opinion about the demerger. Because the pre-demerger company Hero Honda Motors Ltd. was also a listed entity the information regarding various MOUs signed between Hero Honda Motors Ltd. and Honda Motors Co. for transfer of technology or other assets is available on BSE website. The websites of regulators like RBI and SEBI also provides for regulations regarding permissible route of acquisition, foreign parties providing finance for the deal and legal ; regulatory aspects of the deal.For further complete and updated information on the demerger deal we have read the articles regarding the deal form leading newspapers like The Economic Times, The Times of India and Business Standard. The equity research reports of ICRA have also proved instrumental in providing long term implications of the transactions between Hero Honda Motors Ltd. and Honda Motors Co. Japan. Moneycontrol. com has also been useful to get im portant information for investors as a result of the deal. The information thus obtained from these sources has been classified into commercial information and legal ; regulatory information.Where the commercial information tracks the past record of the company, strategic motivations of demerger, splitting and transfer of assets, post demerger structure of the company and post merger asset sharing or asset transfer agreements. 4. ANALYSIS We have analyzed this demerger deal right from pre formation of joint venture stage to post termination of the joint venture. This covers the structure of the company before and after demerger, strategic aspects of the deal, and Legal ; Regulatory considerations of the deal and transition challenges for both the companies as a result of demerger.DEMERGER Hero Honda Demerger| Company (India)| Hero Honda Motors Ltd. | Seller (Japan)| Honda Motor Company Ltd. | Buyer (India)| Hero group through Hero Investments Private Ltd. | Proposed Transaction| Buy out of 26% stake of Hero Honda Motors Limited by HPIL as currently held by Honda Motor company Ltd. | Brief introduction of the companies’ party to the deal Hero Honda Motors Ltd: Company is a joint venture between the Hero Group of India (through Hero Investments Private Limited and Bahadur Chand Investments Private Limited) and Honda Motor Company Limited of Japan.The Company was incorporated on January 19, 1984 and is headquartered in New Delhi. Company is the world‘s largest two-wheeler company in terms of sales volumes, a position that it has been holding for the last 9 consecutive years. Company has 3 manufacturing facilities, located at Gurgaon (Haryana), Dharuhera (Haryana) and Haridwar (Uttarakhand) with an aggregate capacity to produce 5. 4 million vehicles per annum. It has an extensive sales and service network spanning around 4,500 customer touch points and ability to increase reach in new geographies and growth markets has proven to be very beneficial for the company.Honda Motor Company Limited (â€Å"HM Japan†): Established in 1948, Honda has remained on the leading edge by creating new value and providing products of the highest quality at a reasonable price, for worldwide customer satisfaction. In addition, the Company has conducted its activities with a commitment to protecting the environment and enhancing safety in a mobile society. The Company has grown to become the world's largest motorcycle manufacturer and one of the leading automakers.With a global network of 466* subsidiaries and affiliates accounted for under the equity method, Honda develops, manufactures and markets a wide variety of products, ranging from small general-purpose engines and scooters to specialty sports cars, to earn the Company an outstanding reputation from customers worldwide. Hero Group (â€Å"Hero Group†): Hero Group is a vast conglomerate of companies owned by the Munjal family, either in the form of collaborations, joint ventures or fully-owned subsidiaries with a turnover of more than INR 100 billion annually (app. USD 2. 2 billion). These companies have a presence largely in automobiles, automobile components, finance, bicycles, real estate and steel business. It began with the establishment of Hero Cycles Limited, based in Ludhiana, Punjab. The business was started by the four Munjal brothers establishing a bicycle spare parts business in Amritsar in the year 1944. By 1975, Hero Cycles Limited became the largest bicycle manufacturer in India. Over the years, they started moving into other fields, most notably the motorcycle sector and the Hero Group now consists of more than 18 companies.The Hero Group besides being the world‘s largest manufacturers of bicycles, motorcycles and chains to this date, has in recent year also diversified into newer segments like Information Technology, IT Enabled Services and Financial Services Hero Investments Private Limited (â€Å"HIPL†): HIPL is a non-banking f inancial company registered with Reserve Bank of India (NBFC) and is part of the Munjal-family owned Hero Group. Recently in July 2010, pursuant to a family arrangement, all of Hero Cycles Limited shares in the Company were transferred to HIPL, which is held by partnership firm Brij Mohan Lall Om Prakash.Along with Bahadur Chand Investments Private Limited, HIPL is one of the promoters of the Company. Bahadur Chand Investments Private Limited (â€Å"BCIPL†): Bahadur Chand Investments Private Limited is part of the Hero Group and is also one of the promoters of the Company. It is an investment company primarily involved in the promotion and assistance of the Hero Group of companies and also actively involved in investments in the Group companies. This company too is held by the partnership firm Brij Mohan Lall Om Prakash Pre termination ScenarioThis part would primarily deal with the formative years of the Company, the key commercials of the joint venture and the reasons for s plit between Hero Group and HM Japan. Shareholding pattern pre termination: Formation of Joint Venture 1. Market dynamics before the joint venture between Hero Group & HM Japan: Subsequent to independence and until the 1980s, foreign companies were not permitted to enter the Indian market. These restrictions were relaxed to a certain extent in the mid 1980s when foreign companies were allowed to enter the market through minority joint ventures.This period saw the setting up of numerous joint ventures along with foreign companies, and the Company was one such example. This joint venture provided HM Japan an entry route to Indian market and was incorporated in 1984. 2. Hero Group’s position before the joint venture: Prior to the joint venture, Hero Cycles Limited had established itself as one of the major manufacturers of bicycles in India and manufactured close to 16,000 bicycles a day. In the process, they had nurtured an excellent network of dealers and distributors to serve India‘s expansive markets.This would go on to be one of the critical factors for the Company‘s success in India and was something that most other companies had not achieved to that by that time. 3. HM Japan looks for a partner to enter into India: HM Japan was already renowned for its technological expertise in the automobile and motorcycle manufacturing sector and was looking for a suitable partner in India. Their initial plans called for an entry into the two-wheeler market as well as the electric generator market and accordingly Kinetic Engineering Limited was their first choice for partnership in India.They entered into a joint venture in 1984 but this was terminated in 1998. Hero Group was their next choice for their motorcycle venture 4. Why did HM Japan select Hero Group for the joint venture? The Hero Group through their company Hero Cycles Limited had made a mark for themselves in the Indian market. Hero was a well-known and respected brand name and an associat ion with Hero would make the entry into Indian market a lot easier for HM Japan. Hero Cycle Limited‘s engineering capabilities, their know-how, experience in handling large volume production and their extensive distribution networks were also attractive factors in their favour.Their tight focus on financials and raw material processes also made them a suitable partner for HM Japan 5. How was the joint venture formed? Hero Group first signed the technical agreement with HM Japan in June 1984. This agreement was renewed in 1994 and again in 2004. The joint venture was in the nature of HM Japan providing technical know-how, setting up manufacturing facilities and future research and developments assistance. In consideration for this technological support, HM Japan would receive a lump sum fee of USD 500,000 and 4% royalty on spare parts.At the beginning, both partners held a 26% stake in the equity of the Company. Another 26% was sold to the public and the rest was held with fina ncial institutions. An important restriction under the agreement prevented Hero Group from collaboration with any other foreign player or allowing the Company to export its products. Hence, right from the beginning, the target for the Company was only limited to the Indian market 6. Most successful joint venture of India: Over the year, Company has grown consistently, earning the title of the world‘s largest motorcycle manufacturer after having manufactured 1. million vehicles in 2001. They have retained this distinction till date and have an annual sales volume of over 2 million motorcycles, also owning Hero Honda ‘Splendor‘ which is the world‘s biggest motorcycle brand. They have successfully penetrated markets across the nation with over 5,000 outlets. In the last financial year 2009-2010, the company had total unit sales of 4,600,130 two-wheelers, a total net operating income of INR 158. 605 billion (app. USD 3. 52 billion) and a growth of 28. 1% 7. Reaso ns for the success of this venture:Sound and proven technical capabilities of HM Japan and the reliability of Hero Group made an effective combination. HM Japan‘s technical expertise provided better fuel efficient motorcycles and was easily sold through Hero Group‘s deep distribution network. The fact that there were no major competitors in the initial years helped the Company make the best of the growing market demand for motorcycles. With the decrease in price difference in comparison with scooters, that were the more popular choice earlier, the Company was able to successfully stabilize in the Indian market.Fall of Joint Venture It all began when the Company, Hero Group and HM Japan, in a joint press release dated on December 16, 2010, conveyed the decision to terminate the celebrated joint venture. The parties made public, the fact of selling of HM Japan‘s holding of 26% in the Company to Hero Group. Further, on the same date, Company also disclosed a Memorandu m of Understanding (MOU) signed between the Company, HM Japan and Hero Group pursuant to which the parties would enter into a new license agreement.This decision meant curtains for the 26 year old Indo-Japanese partnership. 1. Key clauses in the MOU signed between both the parties: In a meeting held on December 16, 2010, the board of directors of the Company approved the new licensing arrangement with HM Japan concurrent with the Hero Group‘s proposed acquisition of 26% stake held by HM Japan in the Company. 6 The highlights of this new arrangement (as per the press release from the Company) are given below7: All existing products of the Company to continueThe fresh licensing agreement with HM Japan to provide new models to the Company Company will have the freedom to export to new markets Company will have the independence to set-up its own research and development (R&D) and new product development capabilities and acquire technology No change in ongoing operations Process fo r smooth transition was finalized between the parties Name of the Company and the brand name to be changed over time Subsequently, vide a disclosure made on January 24, 2011, Company confirmed that HM Japan and the Company had executed the final binding licensing greements on January 22, 2011 with respect to existing products and new products following the MOU of December 16, 2010, which had been approved by their respective boards of directors. 2. What are the main reasons for the split? In spite of being the largest two-wheeler manufacturer in the world and riding on one of the most successful joint ventures, it seems like both the partners have had some misgivings. Key reasons that could have played a role in this historic descend are discussed here: i) Supply of components: HM Japan asked the Company to increase the supply of components ordered from HM Japan which led to disagreement between two parties for the first time. HM Japan wanted to increase its royalty from the sales o f components in the joint venture, but has been unable to do so because the bulk of the sales of almost 60%, are contributed by relatively older bikes â€Å"Splendor† and â€Å"Passion† for which the components are relatively standard and the profit margins are less (ii) Reluctance to share key technology: More stringent emission norms are set to kick in by 2015 for two-wheeler makers in India.The new Bharat Stage IV norms (BS-IV), to be imposed across India for two-wheelers by then, would be very different from the Bharat Stage III norms (BS-III) applicable today. Manufacturers are expected to make technical changes to their vehicles accordingly. Industry sources say that HM Japan and other global two-wheeler makers are investing heavily on upgrading technology to comply with new emission norms in different parts of the world. While the Indian two-wheeler market will move to BS-IV (corresponding to Euro-IV) in 2015, the European region will be upgraded to Euro-V in th e same period.HM Japan knows that better fuel injection systems are required to meet the next level of emission standards in India. HM Japan has invested heavily in making its products more fuel-efficient and it is aware that it does not stand to gain much by sharing this crucial technology with the Company. This seems to be one of the reasons why HM Japan opted to end its 26-year-old alliance with the Hero Group (iii) Brand confusion: Analysts feel that the expansion of Honda Motorcycle and Scooter India Private Limited (HMSI) and the overlaps between the two companies (i. e.HMSI and the Company) is hurting the Company. They also feel that this is leading to brand confusion because the products of both the companies are out in the market and they seem to believe that the consumer is getting confused as to which is the real ‘Honda‘ (iv) Distrust between the two companies: Certain board members also feel that there has been preferential treatment that has been given to HM SI when it comes to product and technology. They feel high-margin products seem to have found out their way into the HMSI stable whereas the low-margin products seem to have gone the way of the Company. v) Bar on exports hurt the long term growth of the Company: The board members also feel that the bar on exports for the Company is not an equitable arrangement. So far, the joint venture did not permit the Company to set foot overseas. An industry peer such as Bajaj Auto Limited exports about 30% of its motorcycles in a year. As a consequence, under the MOU and the new licensing agreement, Company won‘t have geographic constraints. (vi) Liberalization of FDI norms: The regulatory restrictions did not permit foreign investments in the 1980s.Joint ventures were a necessity at the time, done more from legal compulsions rather than commercial aspirations. Today, there are fewer restrictions. Global companies in most sectors, seeking to enter India, can make pure commercial decision s for themselves, if they want to set up a 100% subsidiary in India or enter through a joint venture. Companies with a strong network and international operating experience may like to come into India through a 100% stake and this is what HM Japan is aiming for. Post Termination of Joint VentureOffshore Japan 9. 75% 38. 04% 8. 67% 17. 33% + 26% .21% 26% INDIA Financial Institutions Individual Promoters BCIPL Hero Honda Motors Limited Bain Capital India Private Investors Lathe Investors Private Limited Honda Motor Company Limited HPIL Others 1. Mode of Exit: As mentioned further above, the parties initially made it clear that the termination of the joint venture will happen by way of the acquisition of the full 26% holding of the Company held by HM Japan by HIPL.On March 8, 2011, HIPL made a filing to the BSE and NSE as required under Regulation 3(3) of the SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 1997 (Takeover Code) thereby disclosing that it proposes to acquire the entire 26% shareholding of the Company, currently held by HM Japan, on or about March 22, 2011. As a consequence of such an acquisition, the Hero Group, through its subsidiary HIPL, will consolidate its holding in the Company to 43. 33%. In combination with BCIPL, Hero Group will, thus, indirectly hold 52% in the Company. . Mode of Funding the Deal: Hero Group announced on March 8, 2011 that HIPL will be acquiring the 26% shareholding of the Company from HM Japan for a deal size of INR 38. 418 billion, which breaks into INR 739. 97 (app. USD 16. 44) per share of the Company. The announced purchase price is at a sharp discount than the market price of the shares of the Company. Interestingly, on the date of announcement of the deal size, the share price of the Company on the stock exchange in India is almost double than the acquisition price per share.HIPL has sourced the funds for the said acquisition of 26% stake of the Company in the following form: (i) Bridge Financi ng: HIPL has pledged its entire shareholding of 17. 33% in the Company in order to bridge finance its buyout of HM Japan‘s 26% stake in the joint venture. HIPL has pledged: (a) 10,741,798 shares representing 5. 379% of stake in the Company towards Axis Trustee Services Limited; (b) 11,935,331 shares representing 5. 977% of stake in the Company towards IL&FS Trust Company Limited; and (c) 11,935,331 shares representing 5. 977% of stake in the Company towards IDBI Trusteeship Services Limited.The above mentioned shares have been pledged by HIPL to issue short term debt, through non-convertible debentures expiring in 3 months, to fund the purchase of the shares of the Company from HM Japan. Insurance companies, Non-banking financial companies and mutual funds have bought the short-term bonds of the Company. (ii) Funding from private equity investors: Preceding the pledge of shares of the Company by HIPL, HIPL had made an application to the Foreign Investment Promotion Board (FIPB ) in respect to foreign investment in HIPL by certain private equity investors for the purpose of acquisition of the stake of the Company held by HM Japan.As the consideration involved is in excess of INR 12 billion (app. USD 266. 66 million), and the investment requires prior FIPB approval, the same needs to be approved by the Cabinet Committee on Economic Affairs (CCEA? ), in addition to the FIPB. Subsequent to the approval from the CCEA and FIPB, HIPL would repay the short term debt raised from the debenture holders from the funds invested by the Investors in HIPL. 3. Who are the offshore private equity investors investing in HIPL? : Dr. Brij Mohan Lall Munjal, Chairman of the Company, confirmed that HIPL has signed ? efinitive agreements? with private equity firms BC India Private Investors II, an affiliate of Bain Capital LLC, and Lathe Investment Private Limited, a wholly owned subsidiary of Government of Singapore Investment Corporation (Ventures). HIPL proposes to fund the a cquisition by issuing securities to the Investors worth INR 45 billion (app. USD 1 billion). BC India Private Investors II has agreed to pick up 70% of the investment and the balance 30% will be held by Lathe Investment Private Limited. 4. What is the speculation regarding payment of royalty under the new licensing arrangement? As was expected, HM Japan will end up selling its 26% stake to the Hero Group at a substantial discount to the market price. To offset this, there is a speculation that the Company would now have to pay higher royalty amounts till 2014 as an arrangement under the new licensing agreement entered between the parties on January 22, 2011. In addition, experts say the Japanese automaker's royalty from the Company will `most likely' be subject to corporate tax in Japan. Interestingly, on December 18, 2010, Japan's Nikkei daily reported that HM Japan would divest its stake to its Indian partner for INR 54 billion (app.USD 1. 2 billion) when the current market value of its holdings is nearly INR 99 billion (app. USD 2. 1 billion), that is, at a discount of nearly 45% to the market. However, as per a report, HM Japan's royalty from the Company is expected to jump three-fold, from the present 2. 6% of total sales to 8%. This will last 3 years till 2014 when the technology pact between the two partners expires. At present, this royalty outgo is around INR 4. 2 billion (app. USD 93. 33 million), which will triple to nearly INR 14 billion (app. USD 311. 11 million) per year, for the next 3 years.In the process, HM Japan will get over INR 40 billion (app. USD 888. 88 million), as pre-tax royalty. However, the Hero Group has denied any increment in rate of payment of royalty to HM Japan and the licensing agreement signed between the two groups on January 22, 2011 seeks to keep the royalty rate at around 2. 3 -3% 5. What are the consequences of HM Japan exiting the joint venture? How does it impact on the future of the Company? : Continuation of suppor t from HM Japan in the form of a licensing agreement related to technology transfer for new products is expected to provide the Company an adequate time to put in place ong term alternatives for technology support. On the business side, notwithstanding the cessation of joint venture agreement, the Company may be considered to have the ability to protect its market share and product franchise over the short to medium term benefitting from the Company‘s management‘s knowledge of the Indian consumers, Company‘s wide distribution network, an established supply chain besides strong relationship enjoyed by the Company with its dealers and vendors.The impact on the Company over the longer term would depend on the Company‘s ability to forge alternative technology tie-ups and sustain the confidence of all stakeholders. Overall, with the exit of HM Japan, the Company would need to scale up its product development initiatives, which may impact its return indicators goin g forward. Nevertheless, the Company could benefit from expanding its presence in overseas markets through exports and/or by establishing production facilities overseas, something it could not do earlier because of the restrictions under the joint venture agreement with HM Japan.Given the high competitive intensity in overseas markets on account of presence of many players from India, China, Japan etc, Company‘s ability to increase penetration in new geographies and at the same time maintain profitability would be tested in the coming years Legal and regulatory considerations: 1. Will HIPL be required to make an open offer under the Takeover Code?Under the Takeover Code, the open offer requirements are triggered in the following three situations: (i) 15% shares or voting rights: When an acquirer acquires shares or voting rights which entitles it to exercise 15% or more of the voting rights in a listed company. (ii) Creeping acquisition limit: When an acquirer, who holds 15% or more, but less than 55% shares or voting rights in a company, acquires, additional shares or voting rights entitling him to exercise more than 5% of the voting rights of a company, in a given financial year. iii) Voting Control: When an acquirer acquires control over the target company, irrespective of whether or not there has been any acquisition of shares or voting rights. However, Regulation 3 of the Takeover Code provides certain exemptions from the open offer requirements one such exception is inter se transfer of shares amongst â€Å"qualifying promoters†; provided that the transferor promoter as well as the transferee promoter has been holding shares in the target company for a period of at least 3 years prior to the proposed acquisition.Since, shares of the Company are proposed to be purchased by HIPL from HM Japan, and both HIPL and HM Japan have been named as promoters in the shareholding pattern disclosed to the stock exchanges for the past 3 years, the inter se t ransfer of shares amongst them should not trigger the open offer requirements under the Takeover Code. 2. Does the investment by Investors in HIPL require prior Government / FIPB approval? Regulation 4. 6. of the Consolidated Foreign Direct Investment Policy, released on October 1, 2010 (FDI Policy) provides the guidelines for foreign investment into investing companies. Regulation 4. 6. 4 (iii)(a) of the FDI Policy states that – foreign investment in ‘Investing Companies‘ will require the prior Government / FIPB approval, regardless of the amount or extent of foreign investment. Since, HIPL is holding the shares of the Company and is registered as a NBFC as per the list of non deposit accepting NBFCs on the RBI website, foreign investments in HIPL will require prior FIPB approval.Further, as per Regulation 4. 9. 1(ii) of the FDI Policy, the recommendations of FIPB on proposals with total foreign equity inflow of more than INR 12 billion (app. USD 266. 66 million) would be placed for consideration of CCEA. From the press release dated February 23, 2011 issued by the Government of India, Ministry of Finance, Department of Economic Affairs, (FIPB Unit) it is clear that HIPL had applied to FIPB for approval of induction of foreign equity upto INR 45 billion (app.USD 1 billion), and the matter has now been recommended for the consideration of CCEA. 3. Will the Investors be required to make an open offer under the Takeover Code? Since, acquisition of stake in HIPL by the Investors will only give it an indirect holding of less than 15% in the Company, and it does not seem that the Investors would be acquiring control of the Company, the Investors may not be required to make an open offer under the Takeover Code. . What will be the disclosure requirements in respect of the proposed transfer of shares of the Company? Disclosures by HIPL: (i) Under Takeover Code: Since, post the acquisition, the shareholding of HIPL would entitle it to more than 14% shares / voting rights in the Company, HIPL will need to make a disclosure under Regulation 7(1) of the Takeover Code to the Company and to the stock exchanges where shares of the Company are listed.Further, since the acquisitions will be under Regulation 3(1)(e), and the acquisition will be more than 5%, HIPL will be required to notify the stock exchanges where the shares of the company are listed, for information of the public, of the details of the proposed transactions at least 4 working days in advance of the date of the proposed acquisition. ii) Under SEBI (Insider Trading) Regulations, 1992: Since, HIPL is currently holding more than 5% shares in the Company, and pursuant to the Proposed Transaction it will acquire more than 2% of the total shareholding in the Company, HIPL will need to make a disclosure under Regulation 13(3) of the Insider Trading Regulations to the CompanyDisclosures by the Investors (i) Under Takeover Code: Since, post the acquisition, PE Investors, will get an indirect holding of close to 13% in the Company, the Investors will need to make a disclosure under Regulation 7(1) of the Takeover Code to the Company and to the stock exchanges where shares of the Company are listed. Disclosures by the Company i) Under Takeover Code: Since, Company‘s shares are acquired in a manner referred to in Regulation 7(1) as mentioned above, Company needs to disclose to all the stock exchanges on which the shares of the Company are listed, the aggregate number of shares held by each of such persons referred above, within 7 days of receipt of information under Regulation 7(1). (ii) Under Insider Trading Regulations: The Company shall within 2 working days of receipt of information under Regulation 13(3) from HIPL as mentioned above, disclose the same to all the stock exchanges on which the Company is listed. . What will be the mode of acquisition of shares of the Company by HIPL? From the shareholding pattern on the BSE website as on December, 2 010, it appears that the shares of the Company held by HM Japan are in physical form. If the transfer of shares takes place in physical form, a stamp duty of 0. 25% of the value of shares shall be applicable; however, no stamp duty shall be applicable, if the shares are transferred in dematerialized form. If the shares are in dematerialized form, the transfer may take place either off the floor of the stock exchange or on the floor of the stock exchange.As mentioned above, an off the floor of the stock exchange transfer may lead to higher tax implications compared to an on the floor of the stock exchange transfer. On the floor of the stock exchange, the transfer can take place in two ways, i. e. (i) by way of a block deal and (ii) by way of a bulk deal. Block deal: A block deal is execution of large trades through a single transaction. For this purpose, stock exchanges are permitted to provide a separate trading window.Block deal will be subject inter alia to the following condition s (a) The said trading window may be kept open for a limited period of 35 minutes from the beginning of trading hours i. e. the trading window shall remain open from 9. 15 am to 9. 50 am. (b) The orders may be placed in this window at a price not exceeding +1% from the ruling market price / previous day closing price, as applicable. (c) An order may be placed for a minimum quantity of 5,00,000 shares or minimum value of INR 50 million (app. USD 1. 11 million). (d) Every trade executed in this window must result in delivery and shall not be squared off or reversed. e) The stock exchanges shall disseminate the information on block deals such as the name of the scrip, name of the client, quantity of shares bought/sold, traded price, etc to the general public on the same day, after the market hours. Since, the proposed consideration price for the transfer of the shares of the Company is INR 739. 9735 (app. USD 16. 44) and the prevailing market price on March 10, 2011 is INR 1,537, it is unlikely that the condition (b) mentioned above would have been satisfied. 6. Why is HIPL issuing debentures of minimum maturity of 3 months and not less?From reports dated February 28, 2011, it appears that HIPL is raising short term debt through non-convertible debentures expiring in 3 months, for which it has pledged the shares of the Company as collateral. The group is raising debt because funds from private equity firms will take some time and HM Japan wants an early exit. But why is the term of the debentures for 3 months and not shorter? The RBI had issued directions (NCD Directions), to regulate the issuance of non-convertible debentures of original or initial maturity up to 1 year and issued by way of a private placement (NCDs) by corporate.The NCD Directions provides that the NCDs shall not be issued for maturities of less than 90 days from the date of issue. The exercise date of option (put/call), if any, attached to such NCDs, also shall not fall within the period of ni nety days from the date of issue. Therefore, in light of the NCD Directions, HIPL is prohibited from issuing NCDs of maturity less than 3 months. 7. What will be disclosure requirements in case of pledge of shares of the Company to raise loans by way of NCDs?By HIPL: HIPL, being a part of the promoter group of the Company, shall within 7 working days from the date of creation of pledge on shares of the Company held by it, inform the details of such pledge of shares to the Company under Regulation 8A(2) of the Takeover Code. By the Pledgees: Since, the term acquirer under Regulation 7(1) of the Takeover Code has been clarified to include a pledgee, other than a bank or a financial institution, therefore, the Pledgees in whose favour the shares of the Company are pledged, and the threshold of 5%, 10%, 14% etc. re crossed, shall make disclosure to the Company and to the relevant stock exchange within 2 days of creation of pledge. By the Company: Company shall disclose the information r eceived by it under Regulation 8A(4) of the Takeover Code to all the stock exchanges on which its shares are listed. 44 Further, the Company shall also disclose to all the stock exchanges on which the shares of the Company are listed, the aggregate number of shares held by each of such persons referred above within 7 days of receipt of information under Regulation 7(1) of the Takeover Code . Will the recently notified merger control regulations affect the Proposed Transaction? On March 4, 2011, the Government of India, Ministry of Corporate Affairs notified the much debated provisions of the Competition Act, 2002 (Competition Act) relating to combinations? namely Sections 5 and 6. Although notified as of March 4, 2011, these provisions are to take effect from June 1, 2011 (Effective Date) giving all those subject to the same, a period of 3 months to tie loose ends and complete unfinished transactions before getting entangled in the web of the Act.Since, the merger control provisions will come into force from the Effective Date, and the proposed acquisition of the shares of the Company is to take effect on March 22, 2010, the acquisition may not be subject to the filing / approval requirements under Sections 5 and 6 of the Competition Act. However, if the subscription of the shares of HIPL by the Investors does not take place before June 1, 2011, due to delay in approval by the CCEA or otherwise, it is likely that the Investors would be hit by the notifications regarding merger control provisions as mentioned above.However, vide its notification on March 4, 2011 the Government of India has exempted the acquisitions of small enterprises whose turnover is less than INR 7. 5 billion (approx USD 167 million) or whose assets value is less than INR 2. 5 billion (approx USD 56 million) from the definition of combination as defined under Section 5 of the Act. Therefore, if HIPL does not breach any of the exemption thresholds as mentioned above, the Investors will be ex empted from the approval requirements under the Competition Act, even if the Proposed Transaction closes post June 1, 2011. . Would HM Japan have required any prior approval while setting up its subsidiary HMSI in India? Press Note 18 (1998 Series) issued by the Department of Industrial Policy & Promotion provides that â€Å"automatic route for FDI and/or technology collaboration would not be available to those who have or had any previous joint venture or technology transfer/trade-mark agreement in the same or allied field in India†.?Since, both HMSI and the Company are in the same / allied fields, and HMSI was set up post 1998, it is likely that HM Japan may have obtained Government / FIPB approval prior to or at the time of setting up its subsidiary. 5. CONCLUSION Through our analysis we have seen that demergers are as complex as mergers or sometimes even more complex than mergers.The following were the key motivations and reasons behind the demerger: Lack of trust between the two companies whether it was related to supply of components or regarding the sharing of technology Honda motors can now successfully sell products branded solely with Honda marquee Hero will get to fulfil it unrealized dream of exploring lucrative export markets Liberalized FDI norms also favoured demerger because now Honda could setup wholly owned company The financing of the deal as in analysis part we saw was carefully structured to satisfy the legal and regulatory requirements which led HPIL to pledge its shares for short duration of three months, a period for getting approval for a foreign investment firm investing in an Indian investment firm. The major issues arise in the demerger are mainly regarding sharing o transfer of the assets of the pre demerger company. The following clauses were included in MOU to address those issues: All existing products of the Company to continueThe fresh licensing agreement with HM Japan to provide new models to the Company Company will h ave the freedom to export to new markets Company will have the independence to set-up its own research and development (R&D) and new product development capabilities and acquire technology No change in ongoing operations Process for smooth transition was finalized between the parties Name of the Company and the brand name to be changed over time The disclosure and compliance requirements under SEBI insider trading rule, Takeover code, RBI, BSE and FIPB are heavy because company (pre demerger) is a listed entity and is a joint venture between Indian and a foreign firm. The involvement of foreign PE investors further made the issue complex.But all the legal, strategic and regulatory requirements have been carefully taken care of and clearly complied by both the companies and a clear and dispute free framework has been adopted regarding sharing of assets like brand name and technology. 6. 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Tourism and the balance of payments

Tourism and the balance of payments Introduction Tourism is the movement of people from their normal places of work and residence to places they are not familiar with as well as the activities they carry out during the time they stay in such activities.In addition the activities they carry out are for fun to them.Advertising We will write a custom research paper sample on Tourism and the balance of payments specifically for you for only $16.05 $11/page Learn More Other definitions of tourism have also been given (Mathieson and Wall 4). Bhatia (5) says that tourism is travelling for enjoyment, business functions and recreational purposes. The people who engage in this are known as tourist. Tourists can either be local or international tourists. Local tourists travel in their own countries and enjoy the beautiful scenes. International tourists, on the other hand, come from other places for tourism purposes. In the modern day tourism has become a major activity in the world as compared in the pre vious years. There has been tremendous percentages increase in international travels by the tourists over the years. For instance, in the year 2011 there were more than 980 million tourists in the world. This represented a 4.6% increase as compared to the previous years. Tourism is an important aspect to different countries. It affects all aspects of life, that is, education, culture, economics and social aspects. One of the major contributions of the tourism is to ensure inflow of income to the country in which the tourists visits (Mathieson and Wall 20). Tourism is also a major source of employment to the citizens of the country either directly or indirectly. For example in the transport sectors, hotel industry and entertainment places (Holloway 3)Advertising Looking for research paper on advertising? Let's see if we can help you! Get your first paper with 15% OFF Learn More Balance of payments is records on all monetary engagements between a specific count ry and all outside countries. The engagement occurs in form of exchange of goods and services that are at issue. The balance of payments is recorded in form of account which records the exports as inflows and the imports as outflows. Goods received are positive gains while imports results to funds outflow. A balance of payment would be experiences if what is imported is more than what the country sells outside its territories. Conversely, if the country is exporting more than what is importing, the country is experiencing a surplus in terms of the balance of payments (Mathieson and Wall 26) Relationship between Tourism and the balance of payments Bhatia (10) says that imbalances are always possible in the different accounts of the balance of payments for example in the current and capital account. Continued existence of the deficit balance of payments will result to the country becoming highly indebted while imbalances as result of surplus will result to the country accumulating mor e wealth and hence growth in the economy. The central bank of any country is a major participant in the balanced of payment of any country. There is a great interrelationship between the tourism sector and the balance of payments. Most countries have started to develop measures to deal with the balance of payments through the use of the tourism sector. A good example is the countries in the Far East as their economy depend on the tourism activities. Bhatia (11) explains most of these countries could be experiencing weak balance of payment, if they were not relying on international tourism.Advertising We will write a custom research paper sample on Tourism and the balance of payments specifically for you for only $16.05 $11/page Learn More In other word, tourism is major contributor in a country having a strong balance of payments. These counties could have been forced to reduce the amount of import to other countries. The main source of information on the i ncome gained from the tourism sector is indicated in the balance of payment account. The travel part of the balance of payment account indicates the receipts in amount obtained from the tourism industry. This account also shows the position of the total inflows and outflows in terms of the income from the tourism industry. The balance of payments obtained from the tourism sector is known as the invisible balance of payments. This is because tourism is an invisible service (Nowak and Sgro 17). This mean that the exports of goods and services are put against exports and imports from foreign tourism to come up with the balance of payments. At the same time the income spent by the foreign tourists visiting the country is also compared with the expenditures the local tourist spends on the foreign countries. This will result to net balance of payments. In more simple terms, there is a difference between a country visible and invisible balance of payments. The visible one comes from the ex port and imports of visible goods. The one for invisible balance of payment is the one which results from the services industry with tourism, banking and investments sectors. Tourism balance of payment is term which has developed in the modern days. It refers to a country inflows and outflows. These inflows are the expenditures by foreign tourists in the country while the outflows are the tourism expenditures by the people of such country abroad (Nowak and Sgro18)Advertising Looking for research paper on advertising? Let's see if we can help you! Get your first paper with 15% OFF Learn More According to Mathieson and Wall (14), income from the tourism can assist the economy of the country to balance national balance of payment. Historically, tourism is known to have affected the balance of payments in two major ways. The effect can be within the country or internationally. This will help determine the foreign income which is then compared with the costs incurred to earn such revenues. Broadly, the effects of tourism can be divided into three: the primary, secondary effects and tertiary effects. Primary effects are direct and can be measured easily while the secondary effects indirect and not easy to measure. The primary effect deals with the actual use of foreign tourists in the country and consumption of the country citizens abroad. The effect happens when the international borders are crossed. Secondary effects are either direct, indirect or induced effects. Direct effects include imports, agents’ commissions and dividend payments. Indirect effects include exp enditure by the tourists while the induced secondary effects include expatriate labor remitted back to the country. Tertiary effects are the effects that are not directly initiated by the income from the tourism. These include the products that are exported back to the country as well as the investment opportunities that come up with tourism (Bhatia 16). Mathieson and Wall (20) explains that the expenditure by tourists and those of the citizen abroad are taken as travel balance and this is considered together with the tourism balance to determine the largest net effect on the balance of payment. A country balance of payment whether tourism or not plays an important role. It ensures the currency of the specific country maintain value as compared to other foreign currencies. If there is continued tourism imbalance of payments, this results to an existence of an imbalance in the supply of international currencies as compared to demands. Consequently, there will be a disparity between t he two currencies making the weakening of the host county currency. The same case will also apply if the demand of foreign currency is high and the supply is low, the local currency will be strengthened. The two scenarios can be of advantage or disadvantage to the country. A weakening currency of nay country will result to imports becoming more expensive while the exports become cheaper. Domestic price rise, that is, inflationary effects. A strong currency will make the domestic prices goes down to the advantage of the local people. The inflationary effects of the currency can be reduced by increasing the interest rates. However, these fluctuations will result to negative effects to the economy of the country and more specifically to the tourism sectors. These fluctuations will reduce the number of tourists visiting the country as well as those going abroad. Depreciation of the currency of a country increases the cost of foreign tourism. It also lowers the foreign currency price of the tourists coming to any specific country. One method that can be used to deal with the problem of balance of payments is through development of the tourism sector as an invisible export (Nowak and Sgro 12). However, it is dependent on the low requirement of the imports used in the tourism sector as well as the prospected economic development. According to Bhatia (10), there are different major components of tourism balance of payments. These include international tourism receipts in form of credits which include payments to national carriers, international fare credits, international tourism expenditure and international fare expenditures. The effect of tourism in the economy is divided into four categories: on income, employment, balance of payments as well as investment income. Another major impact of the tourism industry on the economy is the creation of job opportunity and the generation of foreign income. Income generated is a key factor in the national balance of payments. The multiplier effect on the economy is the factor that is used to determine the amount of benefit obtained from the tourism sector. This multiplier effects have an economic dimension as explained by Bhatia. Bhatia (7) states that the money paid by the tourists is used to cater for different costs they incur for instance goods and services they use and the salaries and wages of the staff. The recipient of the money will in the process use the money to cater for their financial needs. Through a continued flow of the funds, they stimulate different sectors of the economy (Rowe and Borein 31). In the process of transfers, leakages occur. Leakages can occur in three different methods: through remitting of the income to foreign parties, direct or indirect taxation by the government as well as savings by the workers outside the tourism industry. This in turn stimulates the balance of payments. The income from the tourism sector can be divided into smaller factors. This income has both dir ect and indirect economic benefits to the country. These incomes are used to pay for the wages of the staffs of the tourism related industry hence creating wealth. The money is in circulation but leakages occur. When such leakages occur the income is taxed by the government. This taxes acts as incomes to the country. As a result, tourism sector plays an important role in ensuring the economy of the country experience a surplus balance of payment which is healthy for the country (Mathieson and Wall 26). Bhatia, Sujata. International Tourism Management, New Delhi, India: Sterling Publishers Ltd, 2001. Print. Bhatia, Sujata. Tourism development. New Delhi, India: Sterling Publishers Ltd, 2002. Print. Holloway, John. The Business of Tourism, Essex: Pearson Education Limited, 1998.  Print. Mathieson Well and G. Wall. Tourism, Economic, Physical and Social Impacts, Essex:  Wesley Longman Limited, 1992. Print. Nowak, Sahli and P. Sgro. Tourism, Trade and Domestic Welfare: Pacific Econ omic Review. New Jersey: Wiley Blackwell, 2003. Print. Rowe, Anne and F. Borein. Travel and tourism. London: Cambridge University Press, 2002. Print.

Manhattan Conspiracy1 essays

Manhattan Conspiracy1 essays Thesis: The research for the first Atomic bomb was done in the United States, by a group of the best scientists; this research was given the name of The Manhattan Project. On Monday July 16th, 1945, a countdown for the detonation of the first atomic bomb took place near Los Alamos, New Mexico. This atomic bomb testing would forever change the meaning of war. As the atomic bomb was detonated it sent shock-waves all over the world. There was endless research done on the bomb in the United States. The research was called The Manhattan Engineer District Project but it was more commonly known as "The Manhattan Project."1 The Manhattan Project was brought by fear of Germany and it's atomic research. On account of the fear of Germany the United States took action upon testing their own atomic bomb. Once the bomb was tested, the United States had to decide whether it should be used and if so, where? Then there was the process of dropping the bomb. The Manhattan Project was overall one of t he highest and most significant projects ever done in the United States.2 The United States government was shocked by the news of German scientists discovering nuclear fission. The news came to the United States from Albert Einstein. Einstein found out the nuclear fission information from a German physicist named Leo Szilard. He then told it to President Franklin D. Roosevelt and urged him to start an investment toward atomic research. 3The research would then help construct an atomic weapon of mass destruction. Roosevelt was not especially concerned about investing in atomic weapon research because he didn't plan on getting involved in the War. When Pearl Harbor was attacked by the Japanese, Roosevelt entered the war and sent significant funds to the construction of the atomic weapon. Roosevelt speeded up the process of research by having General Groves setup a committee of the brightest minds from all around the world. Because most...

Sexual transmitted Infection Essay Example | Topics and Well Written Essays - 3000 words

Sexual transmitted Infection - Essay Example Chlamydia trachomatis is one of the most commonly diagnosed bacterial sexually transmitted infection. In women, it causes endometritis, mucopurulent cervicitis and urethritis. Mucopurulent cervicitis can cause of pelvic inflammatory disease, salpingitis, ectopic pregnancy, tubal factor infertility, chorioamnionitis, puerperal and neonatal infections and epididymitis. In men, untreated chlamydial infections can cause epididymitis and proctitis. Chlamydia is associated with an elevated risk of transmission of HIV and for the development of cervical carcinoma. Women are the potential source of infection to their partners since they carry the major burden of the disease (Malhotra, et al., 2013). In men, C. trachomatis can cause acute epididymis, nongonococcal urethritis and urethral strictures (Shaw, et al., 2011). Chlamydia is often asymptomatic but patients may experience pain during urination, unusual discharge from the vagina, penis and rectum. Women may experience abdominal pain, bl eeding during or after sex and bleeding in between periods while men have swelling in the testicles. Chlamydia trachomatis diagnosis is done through nucleic acid amplification tests such as polymerase chain reaction, ligase chain reaction, and transcription mediated amplification assays since they are non-invasive and perform well. The tests are highly specific and are more sensitive compared to the traditional method of tissue culture. Enzyme immune assays and direct nucleic acid probe assays can also be used in detecting chlamydial.

Technology Management in Electronic Goods Company Essay

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