Assignment 3 Essay Example | Topics and Well Written Essays - 500 words

Assignment 3 - Essay Example Their initial dabble at organizing their favorite websites into categories had transformed into a million-hits-directory website which offered a search feature to visitors, allowing them to search for web content by browsing categories. Considering that there had been no search engine before Yahoo!, it is safe to say that before the entry of the first mover, the industry had no other player in the category. The industry of the internet was a slow cycle industry since the product still exists in today’s world. However, the technology running and defining this network had a very fast cycle. Technology became obsolete very soon and firms were forced to keep innovating and improving their product offering in order to stay afloat. Many of the innovations brought about in this relatively new field were from garages and university dorms as was in the case of Yahoo!. When Yahoo! was initially launched, it was a little more than an organized directory of a handful of websites which the friends, families and peers of the two PHD students at Stanford University used to navigate the web. However, only a year later in 1995, the immense growing popularity of the website prompted the founders to actively pursue the concept as a business and set up their own company with the help of start up funds from venture capitalists.

Intramuros a Must See Essay Example for Free

Intramuros a Must See Essay Less than an hour away from the hustle and bustle of hectic cities surrounding the capital of the Philippines enters a whole different world. Before knowing the place being referred too, it must be kept in mind that if every nation is like a human body then it must be right to consent that the country’s capital city is its heart. Therefore as it pulses with life, it also pups the same to other parts of the nation body and vice versa. This is especially true about Metro Manila which itself is made up of several smaller cities and a handful of municipalities. But this capital, Manila, also has a heart of its own: one entirely surrounded by stone walls, one that had once dictated the country’s destiny for a long time and city which was being referred to is none other than Intramuros. At its peak, Intramuros was where piety was just as powerful as politics. It was not only where colonial Manila’s most prominent colleges, deluxe residences and most respected government offices were located, but also the grandest of churches. In this prime, the Walled City vibrated with vitality, throbbed with so much activity. Far from a bleeding heart, it had rules the rest of the country mightily, pounding its will on the people. Today, efforts to preserve the Walled City, and revive its illustrious past are stronger than ever. The present generation of Filipinos has come to realize its value as a national heritage as in the days of our forefathers. Keeping this in mind that Intramuros is a priceless treasure that is a must to share with the world which then leads towards the thesis statement of the research Intramuros is the best place to visit in Manila to see the glimpse of the past and its beauty. This research will be tracked through the means of transportation, places, food, and souvenirs to persuade the tourists on why to tour Intramuros and at the same time to inform them about the details they should know if they choose to tour Intramuros. BODY: Intramuros being considered as Manila’s one of the top tourists spots and a place where most people go relieve themselves with the history of Manila and the whole Philippines is quite big as it was the capital of the Philippines during the Spanish Era. Therefore the mode of transportation needed to explore the Walled City should be the first thing a tourist should think about. There are many ways to tour around Intramuros and these can either be by walking, by riding a pedicab, by hiring a Kalesa, or by going for a tour program. One of the ways to tour Intramuros is touring by foot which is the cheapest mode of travel and the most tiresome one. However, there are many people who prefer to walk when they are travelling. Therefore it should not be hassle since Intramuros is one of the most pedestrian friendly cities known. Touring by foot can be such a time consuming way since Intramuros is such a big city and it might take at least four-five hours to complete the wholesome tour. But on the other hand, this type of tour can give a great view of the history of Intramuros and Manila as there would not be anything blocking the eyesight. Hence according to Mr. George, if touring by foot is the option, it is advisable to bring a map of the walled city to plan the best path that can be taken for the tour and it is also advisable to bring an umbrella to avoid being scorched by the midday sun (Personal comm. Nov 3, 2011). The second way to tour Intramuros is by riding a pedicab which is a great alternative of touring Intramuros by foot. Pedicab is a bicycle that has a covered sidecar and operates somewhat like a rickshaw with an attached seat for two passengers. Riding a pedicab allows in-depth touring that’s otherwise seen only in bikes or walking tours therefore it is considered to be an ingenious way of moving inside the Intramuros since the pedicab drivers in Intramuros knows the ins and outs of Intramuros like the palm of their hands. For tourists, these pedicab drivers already have their route that they follow to tour their clients. Most of them have pamphlets about the tourist spots inside the walled city. Pedicabs can be hired for 100 pesos hour and it can take at least two hours to go and visit the interesting places. Lastly keeping in mind it is one of the Filipinos ways of addressing the need for environmental-friendly transportation (HealthBridge, 2010). The third and one of the best ways to tour Intramuros is hiring a Kalesa. Kalesa is the Tagalog word for a horse-drawn carriage which came to light in the Philippines during the 18th century by the Spaniards. At that period, this mode of transportation was used only by the nobles and high ranked officials who could afford it. But nowadays Kalesa are rarely used in the streets and are commonly seen in famous tourists’ spots and rural areas. Therefore to bring back the reminiscences on how Spaniards used to travel around Philippines, it is highly recommendable to hire a Kalesa while touring Intramuros depending on the budget. Kalesa are considered to be more expensive than the pedicabs nevertheless it can accommodate more people depending on their sizes. The price range varies from 350 pesos to 600 pesos for that reason its better to negotiate with the driver/kutchero before starting the tour as some of them rip off their passengers (Ahab, 2010). These kutcheros have a quite outstanding knowledge about Intramuros hence the two hour trip around Intramuros is worth it while riding a Kalesa . The last and final way to tour Intramuros is hiring a tourists or travel agencies that offer touring services inside this walled city. This is the most expensive of all mode of travelling inside the wall city however there are some benefits to it for instance the tourist guides would be a professional one which can enlighten their tourists with the history of every places in Intramuros thoroughly. This tour program will make the tourists ride on horse drawn carriages which are almost the same as the ones used during Spanish times that are better than the Kalesas plying around the walled city. An example of a tour program is â€Å"If These Wall Could Talk† by Carlos Celdran. This tour program led by Carlos basically uses a carriage that looked like it was owned by a royalty and the exceptional way Carlos tours around the tourists with his narration about the history of Philippines was like watching a theatrical act. This example of tour program lasts for at least three hours maximum with bringing the tourists basically everywhere in Intramuros and costs more than 700 pesos each person (Guevara, 2008). Considering all the options given above regarding transportation, choosing the best mode should come in versatile depending on the budget and time the tourists have. The main goal for travelling to Intramuros is to enjoy as much as possible with the right transportation guiding the way towards the past and inner beauty of the Walled City. After choosing the right mode of transportation, the places in Intramuros should come into an account to make the tourist wonder what they are about to see. Intramuros is known for its historical destinations therefore with 0. 67 sq. mi. lot size, it is advisable if there will be a well prepared plan to tour Intramuros. In the preparation to visit the Walled City the following aspects should be considered to make the tour worthwhile and these are as follow: best time of the year to visit Intramuros, operating hours of the places to visit in Intramuros, appropriate things to bring and clothes to wear in touring Intramuros and the most important are the places to visit. There are two seasons in the Philippines which are summer and rainy season therefore to discover Intramuros it is better to think about which season suits the best. Summer is when the flowers bloom and start of vacation of the students and professionals, it’s a great chance to go unwinding. The advantage of summer is that the sun is up most of the time and during this season the rainy days are rare which is a great chance to visit and appreciate places like the walls with its bastions and ports and also the beauty of the famous churches in the Intramuros, the old Spanish houses like Casa Manila, the Bahay Tsinoy, the monuments and the plazas and the Palacio de Gobernador. But there’s a disadvantage of summer. According to Mr. George (Personal comm. , Nov. , 2011) during summer the sun is at its peak so the temperature is high. Touring with this kind of temperature is not a comfortable idea. Well there’s the counterpart of summer it is the rainy season. In this season the temperature is fresh and cool and the sun is not at its peak. But then rainy days are more frequent during this season. Unfortunately there are places in In tramuros that are easily flooded when it rains. Therefore there are chances of cancelling the tour in Intramuros since the mode of transportation would not be easily available and at the same time some of the well known places may be closed. Once the season is chosen to visit the Walled City, one must know about the operating hours of the places. According to Mr. George (Personal comm. , Nov. 3, 2011) there are some places in Intramuros that are under construction and renovations and some became restricted places. These constructions and renovations may affect the schedule of the operating hours of these places because some are closed for a while to avoid casualties and provide safety for tourist. Mr. George (Personal comm. , Nov. , 2011) said that the construction and renovations are inside Fort Santiago and some parts of the walls for example near the Pasig River and there are also under going excavations like at the ruins of Intendencia. While these places are under construction and renovation, still there are other places that are open on their normal schedule which is from open from 8 am – 5 pm daily (Philippines-hotels, 2011) and even if Fort Santiago is under construction and renovation there are still plac es open to public. Fort Santiago is open from 8 am – 6 pm daily (Javellana, 2011). The appropriate things needed and clothes to wear should also come in consideration before exploring Intramuros. Mr. George (Personal comm.. , Nov. 3, 2011) suggested to bring umbrella and to wear a hat for the heat of the sun and also he suggested wearing a comfortable clothes like maong and t-shirt and maybe Sunday dress because some places have dress code like the church which doesn’t allow shorts inside. Also bring a bag for souvenirs and for things to be brought upon touring and a bottled water (about, 2011) to prevent dehydration because the temperature is hot in Manila especially at noontime. And the most important is to not forget to bring money for the expenditure while touring Intramuros. Finally when all things are planned and set, the tourists should be enlightened with the places they will or might visit while touring the Walled City to see the beauty of the past. There are a lot of places to choose from for a visit. Like for example the San Agustin Church which is the oldest church standing in the Philippines, Manila Cathedral which symbolizes the importance of the Church in the Philippines, Fort Santiago where the Philippine national hero Jose Rizal was prisoned and his last steps where seen before execution, Casa Manila which is the museum of the era’s architecture and lifestyle, Bahay Tsinoy, the walls with its bastions and ports, the plazas like Plaza Moriones and Plaza Roma, and the monuments like Monument de Magallanes, monument to King Carlos IV and monument to Simon de Anda ( Javellana, 2003). So, considering these aspects about places, the tour if well planned would be smooth and most likely fool-proof. Therefore the best plan in touring Intramuros is first to visit during the middle of the rainy season and summer season which starts from October till February to avoid at most possible chance the disadvantage of the two seasons. Also Mr. George (Personal comm. , Nov. 3, 2011) said start the tour during 6 am up until 10 pm or 3 pm onwards to have a more comfortable time while touring inside and if the tour starts as early as possible the more the time can be allotted to explore each and every places. Secondly, knowing the operation hours can give a hint on how to arrange the places to avoid missing any places that’s included in the plan like for example San Agustin church must come first before Fort Santiago because San Agustin church closes earlier than Fort Santiago. And then bring all the needed things to bring and don’t forget to wear the right clothes as Mr. George (Personal comm. , Nov. 3, 2011) reminded to also avoid missing a place if ever there’s a dress code in it like for example as said earlier the church that has a dress code as to not wear shorts. And if done considering these three factors then there’s a bigger chance that every possible place in Intramuros can be visited because everything is prepared and there’s no hindrances or any problems at most during the tour. Then touring Intramuros will be much fun and at the same time will unleash the history in the most appropriate and striking manner. Following the exploration of the historical monuments and destinations located inside Intramuros, the tourists are then ready to be acquainted with the food establishments found throughout the Walled City. One of the most popular food establishments is the sidewalk food establishment which could be found throughout the streets. Some of the sidewalk food establishments that can be found are: The Katunan which can be found at the sides of both LPU, and Mapua, Tiendas Mertaniya which is located in front of Mapua and stretches towards LPU, and last but not the least the qwek-qwek stalls or carts which is found basically everywhere. The ubiquitous activity of selling ready to eat foods, or also called as street foods, is one of the basic daily activity in the busy street of Intramuros. This activity reflects the Filipino local culture, especially the different roles of men and women in the society. Lighter and easier task are mostly given to women, while more profound and tougher task are given to men. For example, men sell soybean curd, or also known as â€Å"taho† in Filipino, which requires them great physical strength and stamina to carry their merchandise while women stay inside sidewalk food establishments, to cook, serve the costumers, and wash their wares (Weightman, 2010). The meal, snacks and refreshments served on the streets of Intramuros, provide for a wide variety of costumers’ tastes and range from traditional recipes. There are different and plenty of varieties of ready to eat foods accessible on this sidewalk food establishments which vary from: manioc, chips, eggrolls, and meal of rice with meat, fish, or chicken, along with a side dish served on a plate (Manahan, 2001). Therefore in the context of rapid urbanization, ready to eat foods or street foods, are becomingly increasing important as both as cheap, and quick meal option to your consumers and these sidewalk food establishments in Intramuros mostly caters students since it complements with the busy life of students but at the same time it can enrich the food quality within the tourists as well. On top of that the price of ready to eat foods or street foods ranges from fifty cents to 80 pesos which is prominently within the budget required. Though the sidewalk food establishments are quite popular in Intramuros, the restaurants situated in this place should also be taken into account. These restaurants are as follows: Illustrado, Casa Marinero, Barbara’s restaurant and many more. The said restaurants are known in their own perspective. They are designed in a way that can reveal how Spaniards used to dine during the invasion of the Philippines and some are designed to promote the respect of the Christianity religion. In their main dining room, oth families with small children and older women dining â€Å"out with the girls† could be seen sharing the family-style portions at tables surrounding a grand piano at which a live pianist plays on Saturdays. Since Filipinos love to eat, sing and be entertained, Intramuros is an opportunity to merge food and entertainment. This can also show the tourist one of the distinctiveness of the Filipinos. Last but not the least, a tour cannot be complete without having the k nowledge about the souvenir shops since it is the things bought in these shops that brings back the memories to treasure. The art galleries, antique shops and souvenir ships in Intramuros are considered to be one of the best souvenir ships in Manila. These souvenir shops are still existing and thriving money-wise because of the tourist influx in this walled city located inside the metro. The three famous souvenir shops located in Intramuros are Papier Tole Shop, Silahis Arts and Artifacts, and  Mananzan Handicrafts. The Papier Tole Shop was established in 1668 as major hub for recycled paper products. The Spanish era left a very important contribution to the Filipino people by utilizing their artistic talent and skills as it leaves unique masterpieces for the unique paintings in 3D or in watercolour, paper dolls, necklaces and other paper products (Travel Man, 2011). The shop was given the name Papier Tole as the name is signifies an art technique in which part or all image is raised from the surface to give a three dimensional effect which enhances the natural shape of image (The Papier Tole, 2005). The products found in Papier Tole shop are mostly engrossed by the 3D effects on the building art and related works. Although the ship is now incorporated with other indigenous art, paper products are still the highlights of the souvenir shop. The Papier Tole mostly attracts the tourists but in some instances there are students who take time from their busy schedule to go and visit the souvenir as the price ranges from 5 to 4000 pesos depending on the size of the product. The second souvenir shop to be considered is the Silahis Arts and Artifacts which was established in 1966. This shop is engaged in designing, producing, retailing and exporting the finest of handmade Philippine product. The main concern includes the principles such as indigenous esigns, native resources, and the spirits that have used them in everyday life (Silahis Center, 2003). The products found in this souvenir shop try to create a deeper understanding of the many-faceted heritage of the Philippines and its people through a greater appreciation of their culture and crafts. The price ranges from 10 pesos to around 2500 pesos an d it attracts both the tourists and the students. Finally the souvenir shop, Mananzan Handicrafts, opened its doors for the tourists back in 1968 at the basement of Manila Pavilion but now it is located right in the heart of Intramuros. This souvenir shop welcomes thousands of tourists from all over the world, balikbayans, and local buyers and provides them with the utmost in shopping convenience. According to Mr George, the grace and dignity of the quality of things can be found in this souvenir shop and gives a guarantee that would make the tour in Intramuros worth remembering (Personal Comm. , Nov 3, 2011). The products that are found in this souvenir shop are made by different tribal groups and have a little taste of the Spanish Era. The Mananzan Handicrafts carries extremely wide and interesting selection of Philippines-made products from all over the country. Therefore not only is the shop a source of unique and affordable souvenirs for tourists, it is also an exhibit of the Filipino’s world-renowned ingenuity and outstanding craftsmanship. The price range varies from 20 pesos to 1500 pesos. It is better not to spend too much money therefore here are few tips to help spend the money wisely in the souvenir shops. First, the souvenir items that are environmental-friendly or products from the recycled materials are the in-thing these days. Therefore items such as native bags, paper mache are few of the many things that should be considered. Second, items that are affordable should be chosen only if it is unique from this country. Lastly, budget everything before considering the things to by. Keeping this in mind, there is one thing that should be taken whole-heartedly and that is that the souvenirs and merchandize can be bought in very reasonable rate if well thought-out and planned properly. The products found in the souvenir shops of Intramuros are somewhat the replica of what it was like during the Spanish Era. The products are used from recyclable materials and can be bought in reasonable rate.

Shocking the Sensibilities in A Modest Proposal Essay -- Swift Modest

Shocking the Sensibilities in A Modest Proposal Two Works Cited Three years after Gulliver's Travels was published, Jonathan Swift wrote "A Modest Proposal," a work grounded in thoughtful satire. Swift describes the destitution that characterized the life of Ireland's poor in the 18th century then renders a brazenly inhumane solution to their problems. He shocks the sensibilities of the readers then leads them to consider the inhumanity of the destitution in the first place. Although he was born in Ireland, Swift considered himself an Englishman first, and the English were his intended audience. Swift used the good reputation afforded him by previous works to expose an otherwise indifferent English public to the circumstances of Irish misery. Unfortunately, many of the English were so predisposed to hatred of the Irish that they would disregard the point of Swift's essay and might go so far as to endorse Swift's proposal. For the people of Ireland, "A Modest Proposal" built upon Swift's earlier Drapier's Letters and made Swift a national hero (Bookshelf). "A Modest Proposal" begins with a description of the state of 18th century Irish life. Ireland was a place where children too often became beggars or thieves to sustain themselves or their families, women had abortions because they could not afford to raise children, few jobs were available to the workforce, and landlords abused poor tenants. As miserable as the picture Swift painted of Irish life was, the brushstrokes of history were even harsher. Actions of the English in the previous century had thrust the Irish people into a state of diaspora; tens of thousands had been ... ...al footnote, not something that pertains to the present. Yet we need only look to poor children huddled on the streets of Brazil, or hear accounts of people who have resorted to using human flesh as sustenance to endure the North Korean famine, to realize that the misery of the world's poor has yet to be tempered by the progress of a modern age. "A Modest Proposal" could have been written yesterday; it might well be written tomorrow. Works Cited Swift, Jonathan. "A Modest Proposal: For Preventing the Children of Poor People in Ireland from Being a Burden to Their Parents or Country, and for Making Them Beneficial to the Public." 1729. Rpt. in Current Issues and Enduring Questions. Ed. Sylvan Barnet and Hugo Bedau. Boston, MA: St. Martin's 1996. 111-117. "Johathan Swift." Bookshelf 1996-1997 Edition 1996. CD-ROM. Redmond, WA: Microsoft, 1996.

A Black Cloud :: essays research papers

A Black Cloud   Ã‚  Ã‚  Ã‚  Ã‚  The heart is an organ of fire, filled with intense love and intense hatred. Yet it is the hatred which entwines the lives of people causing them to display acts of violence and cruelty. Hatred is displayed through forms which include: prejudices towards large groups of people, crimes of hatred being committed, and indirect hatred which involves hurting others as an act of rebellion against someone or something.   Ã‚  Ã‚  Ã‚  Ã‚  Throughout history, the world has been afflicted by the prejudices of powerful leaders who in turn took their animosity out on large masses of people. Adolf Hitler, the leader of Germany during World War II, is a prime example of this. He took his hatred out on the Jews, forcing them into concentration camps. Another group that is a target of hatred are the blacks. The Ku Klux Klan, otherwise known as the KKK, possess intense hatred for the black race. Their hatred is demonstrated by marching in white cloaks in protest and also by burning the churches and neighborhoods of blacks. Just as Hitler and the KKK express hatred, the Skinheads are yet another group which have strong prejudices. These so called Skinheads abominate most races other than their own. White hooded silhouettes, German Soldiers echoing â€Å"Hail Hitler!†, and the infamous Skinheads are harsh reminders of hatred which exists throughout the world.   Ã‚  Ã‚  Ã‚  Ã‚  In the same way that prejudices of large groups of people are expressed, hate crimes are committed to demonstrate acts of hatred. Most recent are the burning of black churches across the South. A crime of this sort shows hatred against the black race. Sometimes leading to manslaughter, racial tensions are abundant. Furthermore, the burning of crosses or flags are offensive crimes that are committed to show a person's hatred for religion or the government. Spousal abuse, child abuse, homicide, and wars between races can only be acts of one thing: hatred. Newspapers are filled with page after page of stories revealing the immense amount of hatred that our society possesses.   Ã‚  Ã‚  Ã‚  Ã‚  Although crimes are committed to show hatred directly, there are other crimes which can also show hatred but in ways that are indirect. Think back to the Oklahoma City Bombing; it is a perfect example of indirect hatred. This is true because the motive of the bombers was to attempt to take revenge on the government, but instead the bombers took the lives of innocent people who were in the building. Moreover, the Empire State Building gunman's plan was to take

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. REFERENCES CLASS NOTES Of Managing the legal & Regulatory Environment of Indian Business ( june 12 th to august 24th of 2012 ) http://student. iimcal. ac. in/ww/cw (23. 08. 12 to 02. 09. 12) http://en. wikipedia. org/wiki/Hero_Honda_Split (01. 09. 12) http://www. heromotocorp. com/hero_admin/data_content/pdf/annual_report/Annual_Report_2010-11. pdf (01. 09. 12) http://www. icra. in/files/pdf/HHML-201012. pdf (23. 08. 12) http://world. honda. om/profile/overview/(23. 08. 12) http://world. honda. com/profile/overview/(01. 09. 12) http://www. bseindia. com/stockinfo/anndet. aspx? newsid=bfe25ca2-c4de-4f75-9217-a3c48f694d75¶m1=1 (23. 08. 12) http://www. bseindia. com/xml-data/corpfiling/AttachHis/Hero_Honda_Motors_Ltd_161210. pdf (23. 08. 12) http://www. bseindia. com/stockinfo/anndet. aspx? newsid=54d0d519-450a-47c8-9f37-2c7d8c61feec¶m1=1 (01. 09. 12) http://www. bsmotoring. com/news/emission-norms-triggered-honda-exit/2940/1(01. 09. 12) http://www. bseindia. com/xml-data/corpfiling/announcement/Hero_Honda_Motors_Ltd_080311_SAST. pdf (01. 09. 12) http://articles. timesofindi a. indiatimes. om/2011-03-09/india-business/28671937_1_private-investors-ii-lathe-investment-private-limited-hero-honda(23. 08. 12) http://articles. timesofindia. indiatimes. com/2011-03-09/india-business/28671621_1_pe-investment-hero-honda-munjals (01. 09. 12) http://www. blonnet. com/2010/12/05/stories/2010120552310100. htm (31. 09. 12) http://www. moneycontrol. com/news/business/hero-honda-execute-final-binding-license-agreement_515705. html (31. 09. 12) www. icra. in/files/pdf/HERO HONDA MOTORS LIMITED-201012. pdf (01. 09. 12) http://rbidocs. rbi. org. in/rdocs/content/pdfs/73342. pdf (31. 09. 12) http://www. business-standard. com/india/news/honda%5Cs-exit-gives-bain-gic-15-in-hero-honda/427844/(31. 09. 12)

Vitasoy distribution background Essay Example

Vitasoy distribution background Essay Example Vitasoy distribution background Essay Vitasoy distribution background Essay Product line from a single product to product diversification, a tea, milk, Juice and other beverages to meet the needs of different consumers. Vertical distribution system: The Vitas International Company limited in Hong Kong is Vertical pipeline system . Vitas is through to set up branch offices in various Shanghai, direct delivery and management of major retail store. Control by the manufacturer in order to establish a strong vertical marketing system. Before that, Vitas also sold through tillers, distributors to the daily delivery. The Vitas vertical pipe system established on manufacturers holding and control . Vitas in the Chinese market sales of the vertical pipe, set the foundation, paving the way for the future development. Vitas branch office established across the distribution channels through the manufacturer, and then to select distributors, and then to the retailer, and finally to the needs of consumers. Vitas dominates distributors and retailers in an entire sales pipeline and develop a flexible price, depending on the region Vitas distribution advantages: Maintain the cooperative relationship transportation of the materials are quite good, but more important is the relationship, Especially in China, about the ways of the world, relationship Good interpersonal skills will enhance the status of the pipeline, therefore Vitas can develop in everywhere Relationship between middlemen and manufacturers are cooperative relationship base on common purpose. Vitas has given many incentives. Vitas has given many incentives. For example, are the best-selling products. Vitalitys advertising and the cost of support is first class, many Vitalitys TV magazines and other media advertising. This is free promotion. At the same time, the delivery of timely and accurate, special subsidies and rebates show Vitas done pipeline motivation is very good. So that, distributors, and retailers are very happy to cooperation with Vitas companies, to maintain a balanced and stable development. Avoid conflicts of interest Vitas company has limit the price to distributors and retailers. Profits are estimate, reasonably good distribution for the interests of each layer. To achieve a win-win situation. The concept of conflict is not exist, Vitas focus on communication, to listen objectively and evaluation of views on all aspects . Logistics system, distributors, management department, storage and transportation companies, financial institutions and insurance companies Arrangements for distributors in the management department, Vitas is handy to deal with the problem of the production areas. Transportation and warehousing logistics company reached an agreement.

College GPA Does It Really Matter

College GPA Does It Really Matter Freaking out about your GPA? Sure, you’ve been told your whole life that grades are the difference between becoming a millionaire and having a lifelong career at Taco Bell. As a college student, that idea is emphasized even more, with many vital courses for your degree having specific GPA requirements. As the end of the semester approaches, you may be spending sleepless nights worrying about whether you did enough to get your GPA to that millionaire-level or if you should just learn how to make a killer Mexican Pizza. Fortunately, your GPA isn’t all that it’s cracked up to be. In fact, there are several very real reasons why your grades aren’t the end-all be-all of your college experience. Just take a look at these facts and statistics about GPA and you may be able to relax enough to keep your current grade level in perspective. 60-70% of HR recruiters think that GPA is important Okay, so GPA is important. In fact, when you’re looking for a job after college, a majority of hiring managers will want to see a GPA above 3.0. Still, if you haven’t met that magical arbitrary number, don’t worry. A full 30-40% of businesses don’t even look at GPA. Instead, they’ll be interested to see what kinds of extracurricular, community, and volunteer experiences you’ve had. 43% of letter grades given are A’s In a recent study from Teacher’s College Record, almost half of all grades that are given are A’s. This means that getting a 4.0 really doesn’t mean what it used to. Many employers know this and understand that being good at kissing the teacher’s butt doesn’t necessarily mean that a person is smarter or more qualified. Lots of influential organizations like Google and America don’t care about GPA Lazlo Bock, the Senior VP of People Operations for Google said in a New York Times interview, â€Å"GPA’s are a worthless criteria for hiring, and test scores are worthless†¦We found that they don’t predict anything.† This is proving to be a very valuable theory, with many CEOs, business leaders, and even president’s not boasting very high GPA’s. Remember what George W. Bush said: â€Å"To all the C-students: I say, you too can be president of the United States.† 45% of college dropouts leave school with a GPA between 2.0 and 3.0 The pressure to get good grades and keep them can be so overwhelming for some students that it will push them out of college altogether. It’s all about how students perceive their success. According to research from the Education Advisory Board (EAB), students who have a mixture of B’s and C’s are more likely to stay in school than those with a mix of A’s and F’s. Despite their equal potential, focusing on â€Å"perfect† grades can actually be a deterrent to success. People not concerned with GPA tend to have higher GPA’s In a small study conducted at Cal State San Marcos, researchers found that students who were most concerned about GPA were more likely to have lower ones. While this could be due to some students’ confidence in their abilities, it could also be that a lack of stress about grades helped them to do better on tests and naturally increased their scores. Your GPA may depend on your personality Although everyone has to take tests, there is a certain group of people who seem to excel naturally when it comes to bumping up their GPA. In a study done at Rice University, students who were considered â€Å"conscientious† (disciplined and goal-oriented) had higher GPA’s overall. That means GPA’s may do a good job defining the work ability of certain types of students, but completely miss the qualities of students who are more laid back and people-oriented. 51% of MBA programs ding applications based on GPA Although 51% seems like a high number, it’s actually a good thing. What this means is that, while over half of MBA programs see GPA as in indicator of success, almost half think that it’s not a big deal. So depending on your program of choice, GPA can either be a deterrent or a non-issue. Schools with tougher grading policies produce almost 60% fewer successful MBA applicants Schools who participate in grade inflation may not be as honest as others, but they have more students who are accepted into post-graduate programs. In fact, research published in PLOS One showed that students from schools with stringent grading policies (i.e., they only gave out 10% A’s) had only 12% of their applicant’s accepted. Schools with inflated grades were accepted 72% of the time – often because the school in question was seen as prestigious. Basically, it’s important to do your best in school – but don’t put too much emphasis on your GPA. Instead of fretting about how you can get that A+ rather than an A, focus on the additional value you can bring to your school and career. A person who has proven to be a creative, innovative self-starter is going to be much more attractive than a super-smart person who only knows how to take a test. Hows your GPA doing? Are you worried about your grades at the moment? Do you have some GPA success formula? Tell us more, dont be shy!

Pursuit of Happyness Essays

Pursuit of Happyness Essays Pursuit of Happyness Essay Pursuit of Happyness Essay The Pursuit of Happyness is a true-life story of a single father, Chris Gardner, who went from living on the streets to owning his own brokerage firm. This film charts the hard times and eventual comeback of Chris, a suddenly single salesman who had custody of his son, but encounters a challenge in providing for him and his son. Chris struggles his way as life continues to offer him setbacks to working as an unpaid intern at Dean Witter to being offered a permanent position as a broker on his last day of the internship.The names of the artists involved in the film’s production: the director, Gabriele Muccino the production designer, J. Michael Riva and the art director, David Klassen. The artists utilize lighting in the scene to display happiness from a beautiful sunny day. The conference room has natural lighting from the sunlight shining through as Chris Gardner was offered a position as a broker. The lighting affects our emotional understanding of Chris Gardener particularly because of the financial and life obstacles encountered struggling to provide for him and his son.As Chris was in taking the offer at hand, his dark brown eyes became red and full of tears. His bosses kept a straight face and displayed no sign of emotion. The natural sunlight shining through an upper floor conference room with view from the surrounding glass and no shades, displayed a mood of happiness and tranquility. The lighting impact on the overall story the filmmaker is attempting to tell is that the sun can shine bright in the midst of a storm. This film takes place in San Francisco, during an economic recession in the early 1980s when Chris and his wife spent their life savings buying a bunch of bone-density scanners.Chris was attempting to sell these to doctors, which turned out to be unsuccessful since doctors considered them to be an pointless luxury. Costuming can explain what hardships or success a character is experiencing. It can also tell us the personality and immediate impression. Costuming can be used to reflect elements of the films plot by describing characters before any dialogue is spoken. This can tell a view about the character’s social status, occupation, age and overall visual statement to the audience. Like costuming, hairstyle and makeup can help tell the story.These two elements are crucial in conveying the story. Hairstyle and makeup completes a character. This can reveal what time period they’re from, social class, profession, mood, personality, standards and much more. In the film, Pursuit of Happyness, Chris Gardner’s appearance was raggedy more associated with a person encountering financial hardships. His overall appearance was not clean compared to his coworkers in a brokerage firm. My opinion regarding the mise-en-scene is the reality of the setting. In the final scene, 8/8, when Chris was offered and accepted the position as a broker, it was natural.Like in most professional firms and companies, when you’re meeting with a boss it’s not a moment of laughter. The office with an outside view and sun shining bright symbolized a breakthrough moment to come. The elements do appear to work together in a harmonious way because of the situation at hand and the outcome. To some viewers, this scene may seem conflicting because the bosses do not display any emotion and offered Chris a position with a straight face. Even with Chris’s eyes filled with tears, they remained with a straight face.I do think the design elements are corresponding with the filmmaker’s vision for the scene, because of the breakthrough moment that frees Chris from life struggles of trying to find a way to doors opening that makes a way. References Muccino, Gabriele. (Director). (2006). Pursuit of Happyness.

The concept of parental choice Essay Example | Topics and Well Written Essays - 250 words

The concept of parental choice - Essay Example In such situations, Parents should first find out what they are looking for in a school. Factors such as hours in school, facilities, opportunities and location should be taken into consideration. Making a visit to a variety of schools and meeting people from those schools which are considered gives valuable information. The Information technology advancements will further help parents in making better informed choices. A charter school differs from a public school with its independent rules. The mission of Fenton Avenue Charter School is to successfully educate all students through standard curriculum infused with technology-enriched instructional strategies and learning opportunities (About this, fentoncharter.net). It accommodates around 450 children (Student’s page, web.me). Fenton Charter’s philosophy has been allowing every member of the school community to participate fully in the transformation of the school (About this, web.me). This is a core value for any org anization since it allows people to express themselves. The school is organized in a way where all the professionals work under the supervision of Assistant Director of the school. Some parents prefer home schooling, which makes the children more socialized and strong in academics. The main drawback would be that children would miss the opportunities which are available in

Formal versus Informal Finance Essay Example | Topics and Well Written Essays - 1250 words

Formal versus Informal Finance - Essay Example 18). This discourse delves into the firm financing patterns and growth in China. In the end, the paper finds that very few firms as well as companies rely on formal banks to finance their business, leaving most of them to depend on informal sources to drive up capital for their businesses. Furthermore, the author of this paper discovers that although, few businesses rely on formal sources of finance, such sources are responsible for faster growth of a business company compared to informal sources of finance. Some of the vices identified are corruption. However, there was no evidence to prove that such a vice affected the allocation of credit to firms from the financing institutions. It also did not affect the performance of the business both in the market and in terms of profit making. This paper presents a counter argument on the positive relationship between finance and growth using China’s economy as a case study. Analysis of the Relationship between Finance and growth Econ omists concur on the fact that China has the fastest growing economy in the world. The Chinese economy has gained significance that no other economy can ignore its rate of growth. Pundits believe that the Chinese economy will surpass the size of the US economy by the time we get to the third decade of the current century (Yao & Yueh, 2009, p. 40). Professionally though, its per capita income level will remain very low compared to that of the United States. In some other quarters experts dismiss this predictions as misleading citing various facts. The strength of the China’s economy for instance, appears in its manufacturing sector that is so far challenging manufacturing sectors in advanced economies around the world. This is profound especially in economies that are labor intensive (Angelina, 2008, P. 76). China is also undertaking a top-down approach while entering the high technology industry. This means that the rate at which such an economy accelerates is high and will h it its peak very soon. The growth of technology receives maximum support form high-level research by a large of scientists as well as engineers finishing their undergraduate and postgraduate courses. China is an essential counterexample to findings in various fields among them institutions, law, growth of literature, and finance (Pagano, 1993, p. 619). This is despite the fact that it has very poor financial systems and legal structures. Its economy defies all these to become the fastest growing economy in the world (Patnaik, 2011, p. 33). A lot of information from scholarly articles in the field of law and finance demonstrates that the growth of formal financial institutions relates closely to a faster growth of business organizations in addition to enhancing better allocation of resources (Yu, 1998, p. 79). Literature from these articles also considers the value and input by informal financial systems in the development of economies from developing economies. Informal financing as defined in the scholarly literature entails small, shorter, and unsecured loans. These sources of finance are restricted to the rural areas, households, agricultural financing and contracts, small entrepreneurial engagements, and individuals. The loans target the lower cadre of the market within the developing economies (Hsieh & Klenow, 2009, p. 21). The same appears in the developed economies but takes a different approach. In the US for instance,

Screening Asia (comparing two movies from different countries) Essay

Screening Asia (comparing two movies from different countries) - Essay Example Departure, on the other hand, is a Japanese drama written and directed in 2008 by Yojiro Takita. The film offers a look into the historic ceremony of â€Å"encoffining† in Japan, whereby professional morticians prepare and ritually clothe dead bodies prior to placing them in the coffin (Asai et al 31). While the two films follow contemporary themes popular with other Asian movies, they are unique in that they are grounded in aspects of culture that are peculiar to their countries of origin. All Japanese films need a hero and Daigo, the hero in Departures, is a likeable and impulsive young man who is easy to talk to and understand. Mika, his wife, adores and believes in him, quickly agreeing to return to the town where Daigo was born after they are struck by disaster (Miller et al 45). They move back to his old house that was left to him following his mother’s death, for which they have to pawn his cello in order to pay for the trip. This incident has negative impacts fo r him since he has no employment or instrument to make a living by, going back to where he started. He looks through the job ads and comes across one that sounds like a job in a travel company. However, after the owner Mr. Sasaki appears at the office where he goes to apply for the job, he finds out that it is an undertaking business, and he is offered the job and advance salary. He is then taken for a job orientation tour of the funeral home where the practice seems more humane than is usually shown in western movies. The ceremony is one of grace and precise ritual with sheets arranged to preserve the corpse’s privacy as it is dressed after washing. While most of the families are silent through it all, some of them show emotional outbursts and here begins Daigo’s life lessons. From his reluctance to tell his wife what job he is in, one can gather that undertaking is important as an occupation but not respectable (Miller et al 46). However, she finds out and tells him she must leave. Cape No. 7 is set in a little town South of Taiwan referred to as Hengchun, which is literally translated to â€Å"forever spring†. This town is sleepy, similar to the one that Daigo and his wife have to go back to; although, the town is on the seaside, and it has a pleasant beach. The residents of this town are also conservative, preferring to keep their old and traditional values, despite the fact that there are liberal tourists in the town going around the streets dressed in bikinis when holiday season comes (Wang 137). The town is also host to a yearly concert for rock artists held on the beach in order to attract the visitors. It is for this annual concert that some residents in the town come up with an idea to make a band, which they begin to do some three weeks before the start of the concert. Aga, who is a postman, acts as a new band’s lead vocalist. He also discovers several love letters from Japanese soldiers, which were written during the col onial period and not delivered. The address to which the letters are sent in Taiwan existed during the 40s and is no longer in existence, referred to as â€Å"Cape No. 7† Aga proceeds to deliver these letters prior to taking the stage in order to perform with his band. Although the original writer of the letters, who was a Japanese, was forced to leave the country and his lover following the end of colonization in 1945 (Wang 137), Aga persuades his girlfriend, who is also

Critically appraise the contribution of Michael Power's audit Essay

Critically appraise the contribution of Michael Power's audit explosion argument to our understanding of accountability - Essay Example However the arguments go further to claim that these assumed causes need further support and research to express that the audit expansion is not a UK phenomenon (Power, 2002:183). This paper will review the basic arguments of the of The Audit Society and reconsider the causes and consequences of the audit society. Introduction Financial auditing is a statistical practice which seeks to draw conclusions from a limited inspection of documents. These documents can be written representations or budgets. More so, the inspections can be on oral testimony and direct observation. Prior to the past traditional methods of auditing in the UK, auditing began to modify by acquiring a new broader context. This was the reason because, audit began to play a new task in both the political and the economic sector. From this point, auditing became broader and a more significant tool in the society (Reuchars, 2004:76). Causes of Audit Explosion During the 1980s, the public sector institutions were chara cterized by financial constraints. Due to this factor, auditing and inspection became highly valued and important tool of change. National Audit Office and The Audit Commission became outstanding forces in government by playing an evolving and intricate constitutional role in different ways. In the late 1990s, the pressure for change increased as well as the demand for inspection and monitoring finances (Power, 2002:183). In another word audit explosion was driven by political demands on behalf of the citizens, patients, taxpayers, students and others. The reason behind this force was to provide greater accountability and transparency of service by both the public a and the private sector. The other pressure that forced the explosion of auditing was the rise of quality assurance practices and related transformations in regulatory style. Consequences of Auditing The introduction of auditing as an agency of organizational change has no measured consideration of benefits as well as pos sible dysfunctional effects. Although cost compliance has been introduced, audit and related monitoring ideas continue to be understood critically. In this respect, it is reasonable to suggest that auditing is an ideology driven for disciplining and controlling both the public and the private sector, yet it is not because auditing is not an instrument of genuine accountability. Therefore, to analyze the consequences of auditing, it is important to focus on the development of understanding auditing deeply (Powe, 2004:27). This broader understanding of auditing is the performance measures and other forms of accounting which provide an auditable front stage of an organization. The first consequence of auditing is that many performance indicators are produced but are not edited. Such facts are evident, and the UK Audit Commission is actively shaping these performance measures to enable genuine audit and inspection. However, just because a performance measure is not audited does not mean that it was not designed with potential audibility in mind. Another consequence is the growing population of auditees. This fact brings out the evidence that shows how different games of compliance creativity are played around the audit

Entomology Essay Example | Topics and Well Written Essays - 750 words - 2

Entomology - Essay Example Dietary assessment has become an integral part of clinical evaluation and nursing assessment. Good nutrition is not only important for preventing disease, but also for comprehensive management of a sick patient. In this essay, I plan to reflect on the food I consumed over the previous week and compare with US guidelines for dietary consumption. Dietary assessment includes 24 hour recall of food intake of each day of the week, including the type and quantity, calories analysis, estimation of protein, fat and other important nutrients like vitamins and minerals and comparing with standard references for respective age, sex and physiological condition like pregnancy, lactation and adolescence. This is then averaged to per day analysis. One week's recall of food may not be the best guide for nutrition assessment. However, it keeps matter simple for calorie calculation. From my previous week food recall, it is evident that total calorie intake on an average is about 2500 kcal per day, in excess of my requirement. The recommended calorie requirement for my age and sex is about 1900 calories. The protein intake is about 25 grams when I need about 45 grams. Total fat is about 30% (when it should be less than 20%) and mainly constituting saturated fat and dietary fibre is only about 10% (when it should be 30%). Except for some iron and calcium in the breakfast and some vitamins in the snacks, my diet is poor in vitamins and minerals. Also, there is increased consumption of non milk extrinsic sugars in the form of coke and cookies. The diet does not contain fresh fruits or vegetables or starchy staple foods. Nor does the diet contain any milk. Of course, the amount of alcohol is in moderation. Due to the excess calorie intake and predominance of saturated fats and sugary foods, Ana is at risk of chronic diseases like obesity, cardiovascular disease, hypertension, arthritis and chronic pulmonary disease. Consumption of acidic foods and non milk extrinsic sugars (like in c oke, pastries, chocolates) are cariogenic and are the beginning of periodontal diseases. Also, diet poor in minerals and vitamins can lead to multi-vitamin deficiencies, anemia and malnutrition. Improper diet can also have a psychological effect leading to depression. It is important for me to refer to the dietary guidelines and alter my diet. First of all, the total calorie value of food should not exceed 2000 k cals. According to the National Food Guide to an adult’s diet, bread, cereals and potatoes should comprise one third of the diet and preferably whole grains. Another one third should comprise of fruits and vegetable