A common phenomenon in the field of capital investment is investment in mergers or acquisitions of various types of businesses or companies. The primary task is to adequately argue for the effectiveness of this type of investment, which must be supported by complete, most reliable and absolutely objective information about the subject of investment.

How to analyze a company's activities from all sides? What is the translation of the term due diligence?

If a company is a potential object of financing, then it is necessary to determine its market position, the state of financial indicators, the availability of production facilities and relationships with contractors or partners. For this purpose, a due diligence procedure is carried out. The translation from English is interpreted as “due diligence.” In Russian it is pronounced as “due diligence”. This concept is interpreted in different ways. The most frequently used description of the term was presented above.

Deciphering a previously presented concept

Initially, it is worth answering the question: “Due diligence - what is it?” In essence, this is a comprehensive analysis of the company’s activities, in particular the state of its financial affairs and its market position. The information base for the analysis is the company’s internal documentation and information received from competitors.

Why is this procedure needed?

Due diligence is carried out for the following purposes:

Verification of the authenticity of information on finances and other performance indicators of the company.
Search for reasoned evidence that justifies the implementation of the activities of the developed business plan.
Assessing the possibility of achieving the company's tactical and strategic goals.
Checking the compliance of the enterprise’s documentation with the legally established rules for its execution, as well as internal standards.
Analysis of the correctness and timeliness of the formation of tax, statistical and other reports.
Determining the competitiveness of an enterprise within its target market segment.
Assessment of the degree of competence of the company's management team regarding the ability to implement strategic plans.

All of the above will allow us to once again answer the question: “Due diligence - what is it?” The entire list of justifications for the feasibility of this analysis is another confirmation of the need and appropriateness of its implementation in Russian companies.

Practical application of the due diligence procedure

There is a list of situations in which this analysis technique should be carried out as a mandatory initial stage, namely:

business merger or acquisition;
acquisition of shares or interests in a company;
purchase of real estate;
establishment of new partners;
provision of a loan;
in particular sponsorship or gratuitous;
other financial and commercial transactions in which it is necessary to provide true information about the object of the transaction, or about the financed company, or about the invested project to the investor, sponsor or buyer, etc.

The feasibility of due diligence of the company

During the implementation of this comprehensive study, special project group, which consists of professional lawyers, appraisers, auditors, collects all kinds of information about the analyzed object and verifies reporting, especially financial reporting.

There are several cases that are appropriate for due diligence. The translation of this term has already been discussed earlier, but it is worth recalling that this is a comprehensive analysis of the authenticity of the data provided by the company.

What kind of business should this research be applied to?

The above facts include several companies that require due diligence:

The so-called “seed companies”. They mainly act as projects and business ideas that require investment for more in-depth research or development of trial units of a product.
Newly founded companies (Start up). Attracting capital investments is necessary for implementation and subsequently for the start of implementation.
Companies at the Early stage, that is, a trial batch has already been sold finished products. As a rule, they do not have a profit and require capital investment in the final stage of research and development.
Firms established at the Expansion stage. There is a need to attract investment to develop new markets, increase production volume, conduct research in the field of marketing, increase production capacity and working units.
Companies that are at the stage of “building bridges” (Bridge financing). There is a need for financing to transform the organizational and legal form, namely private entrepreneurship into which it is trying to carry out the procedure for registering its shares on the stock exchange.
Operating companies attracting investments for purchase by their managers ready-made business or existing production facilities (Management Buy-Out).
Already existing companies whose managers require financing to purchase companies from outside (Management Buy-In).
Firms at the turnaround stage. They need investment to strengthen their financial condition.

From the listed facts, it becomes clear what due diligence can provide, what it is in a general sense and whether it is worth applying to a specific company.

Species aspect of the procedure under consideration

The verification of the legality of all constituent documents and the correctness of the formation of the authorized capital is carried out by due diligence, the legal aspect of which is predominant in this study.

This may include checking in the following areas:

All points regarding the property aspect of the business being sold, or more precisely, the availability of relevant rights. The likelihood of risks associated with its challenge by third parties.
Legal and valid legal support for completed transactions within the company that is put up for sale. Assessing the possibility of claims arising in relation to these commercial relationships.
The legal side of labor relations with hired employees, in particular the correctness of the execution of employment contracts, hiring and dismissal procedures, distribution of financial responsibility, etc. Checking for the risks of filing claims by improperly dismissed employees.
Compliance of the company’s actions with the requirements of corporate legislation, namely: the legality of the sale of shares or shares to other commercial entities. Assessing the admissibility of claims of shareholders and equity owners regarding violations of the relevant transactions.

What is the rationale for the benefit of this study?

Equally important is the analysis within the framework of the engineering aspect, referred to as technical due diligence

The usefulness of this procedure is supported by the following points:

The owner or investor receives information acquired from professional research technical condition the property being inspected, the presence of defects and the existing possibility of eliminating them or improving the acceptable state of affairs. In this case, all engineering documentation is analyzed.
It is possible to operate with reliable data when carrying out appropriate calculations aimed at economic feasibility capital investments if repair or reconstruction of the facility in question is required.
All information obtained during the research will certainly be useful during negotiations regarding the price of the property. It will be confirmatory in nature, as it is based on the professional opinion of experts.

Demand for the service of conducting this research by profiling companies

The due diligence service will help you obtain an objective opinion from a group of specialists by involving them from outside. This will save money on retraining your own employees and avoid bias in the assessment of the object being considered for financial investment.

The investor or owner has at his disposal comprehensive information in such areas as accounting, personnel and tax accounting, as well as legal and corporate expertise. All this can be organized by legal due diligence.

A guide when choosing a company specializing in this procedure

The company that carries out due diligence must meet the following criteria:

having many years of experience in the relevant field of activity;
high ratings and flattering reviews of previously performed procedures;
exclusively highly qualified experts carrying out comprehensive research;
the ability to analyze a specific investment item;
the principle of efficiency in the research process, achieved through the professionalism of the expert group and standardization of the legal due diligence procedure;
the presence of close mutual cooperation of all specialists.

Are there interrelated steps in a comprehensive analysis?

This procedure can be divided into three stages:

Remote request for all necessary documentation from the company being inspected or a direct visit to the analyzed site. In the case of the acquisition of shares or shares of a certain company, an expert group works on site. The rationale for this option is the fact that it is possible to quickly resolve the identified controversial issues.
The next stage is a detailed study of the collected intra-company data. If additional information is required, it is obtained from the outside, in particular from the unified state registers of legal entities or rights to real estate, or involve licensing authorities.
At the final stage, the expert group generates a single written report on the asset, which is presented in sections on general information company, analyzed areas, possible risks and ways to most effectively eliminate them.

From the three stages indicated earlier, we can formulate a detailed answer to the question: “Due diligence - what is it?” Thus, this procedure will allow you to receive a reasoned answer about the feasibility in the shortest possible time. financial investments to the intended object. She is also able to identify ways to improve both the technical, legal, and financial condition of the company.

Due diligence can be characterized as one of the fundamental stages of purchasing assets, helping the investor to form full view about possible risks at the time of appropriation of property and future crisis situations that may arise after the conclusion of the transaction. This procedure is aimed at verifying the legality of all areas of activity, as well as the commercial attractiveness of a potential transaction or investment object.

Basic Concepts

The Due Diligence procedure is a procedure for forming an objective idea of the investment object (OI).

Applied to entrepreneurial activity the term Due Diligence means a system of analytical and operational measures aimed at comprehensively verifying the legality and commercial attractiveness of the planned transaction, investment project.

Initially, the term Due Diligence came into the consulting business from banking practice and generally meant a system for collecting and analyzing information about potential or existing clients and partners collected by banks in order to protect their property from possible damage, incl. bank reputation.

The foundations of Due Diligence were laid in Switzerland, which is due to the historical practice of holding assets in Swiss banks.

Due diligence is a systematic procedure for purchasing a business. Due diligence collects and analyzes information for both the buyer and the seller in order to determine whether or not to proceed with the proposed transaction. The information obtained relates to all aspects of the acquired business.

Due diligence takes into account both quantitative indicators and financial data, as well as qualitative indicators, such as an assessment of existing management, internal processes and procedures, licenses available, location and rights to occupied premises.

The concept of "due diligence" first entered into general use after the passage of the US Securities Act in 1933. The law provides protection to brokers when disclosing to investors commercial information about the purchased valuable papers Oh.

If during the due diligence procedure of a company whose shares are sold on stock market, brokers provided information to the investor; they are not responsible for failure to provide information that could not be disclosed during the research process.

The term “Legal audit” only partially reflects the essence of Due Diligence, since a thorough examination of the proposed transaction in practice also implies:

feasibility study
marketing research
analysis of documents and information for their reliability
carrying out a complex of operational and reconnaissance activities, etc.

The depth of the inspection depends solely on the wishes of the client’s goals.

Now this procedure is widely used in mergers and acquisitions.

Why is this procedure needed?

An assessment of the benefits and liabilities of a proposed transaction is carried out by analyzing all aspects of the past, present and projected future of the acquired business and identifying any possible risks. Lack of due diligence can result in poor financial results after a change in ownership, lawsuits, tax and financial audits, and other more unpleasant consequences. It is known that the decrease in the wealth of companies that acquired a business is frequent lawsuits in their regard, this is an inadequately carried out due diligence procedure.

The due diligence procedure begins from the moment when the buyer just begins to plan a possible purchase (absorption) of the investment object. The study of the company’s activities begins, the search for any information about the company, as a rule, through official sources (Internet sites, publications in the press). Searching, tracking and analyzing information is carried out to determine the value of the company and interest in its acquisition.

The duration of the due diligence procedure takes from several weeks to a year, depending on the structure and size of the business.

The costs associated with hiring appraisers, lawyers, auditors, financial analysts and other specialists should in no case be a reason for refusing to conduct high-quality due diligence, since such savings can lead to the loss of larger resources.

Thus, the goal of the due diligence procedure is to avoid or minimize existing business risks (economic, legal, tax, political, marketing), in particular:

the risk of acquiring a company (block of shares) at an inflated price;
the risk of non-fulfillment of obligations by the debtor enterprise;
risk of loss of property, money;
risk of harm (loss), incl. intangible assets, for example, business reputation;
the risk of initiating litigation and their adverse consequences;
the risk of seizure of property or application of other interim measures;
the risk of the transaction being declared invalid;
risk of foreclosure on property, securities (shares);
risk of being brought to tax, administrative or criminal liability;
risk of corporate conflicts (takeover, takeover, litigation);
risk of loss of intellectual property (trademark, industrial design, invention, know-how, commercial idea, business plan, etc.);
political risks and the risk of loss of administrative resources (changes in legislation, change of officials on whom the success or stability of the relevant project depended, criminal prosecution);
the risk of unfair actions of competitors (collusion with counterparties, initiation of “custom” tax and operational audits, price policy, lobbying interests, etc.);
the risk of non-receipt or loss of relevant permits, licenses, approvals, etc., on which the project, transaction, etc. depends.

Both parties are interested in the objective and competent conduct of these procedures: both the investor (buyer) and the party attracting investments (seller).

What do analysts do?

The task of the Due Diligence procedure is to form an independent objective view of:

ABOUT market value shares of the investment object (IO);
About the real financial condition of the Organization;
About the risks that may worsen the financial condition of the organization.

Carrying out independent assessment state of affairs is a necessary procedure when changing the owner of an object, since it allows you to establish a certain trust between the parties to the transaction, based on the conclusions and recommendations of experts, to find the necessary compromises to overcome a possible conflict of interest.

In the process of conducting the due diligence procedure, both quantitative indicators and financial data and qualitative indicators are taken into account: an assessment of existing management, internal processes and procedures, the cost of licenses, location and rights to real estate.

In the process of Due Diligence, as a rule, work is performed that can be divided into three interrelated parts:

o assessment of the value of the block of shares (value property complex, business value).

o system assessment accounting and reliability of reporting and financial analysis; tax risk assessment;

o legal assessment of risks from obligations and completed transactions.

At the same time, appraisers, auditors and lawyers work in close cooperation, since complete information on a transaction can sometimes only be provided through joint efforts.

Limitations and assumptions for due diligence.

When conducting due diligence, the consultant proceeds from the following assumptions:

It is assumed that there are no hidden factors directly or indirectly affecting its results, and for the purposes of this Report, such factors are understood as circumstances, information about which is intentionally or unintentionally hidden by the Company’s employees, persons affiliated with it, or circumstances, information about which destroyed or otherwise unavailable for inspection.
The information about the Company used in the research is accepted as reliable and comprehensive, while the owners of its sources are responsible for the accuracy and completeness of such information.
Information about the Company does not contain confidential information that constitutes official, commercial, state, personal or other secret protected by law.
Information on rights to the Company's assets is assumed to fully comply with legal requirements Russian Federation and others regulations, except when this Report expressly states otherwise.

When conducting due diligence, the Consultant establishes the following restrictions and limits of application of the obtained research result:

The consultant is not responsible for searching for hidden factors that directly or indirectly influence the results of the study.
Information about the Company can only be obtained voluntarily from its employees or persons affiliated with the Company, as well as from open sources of information.
Information about the Company may not contain confidential information that constitutes official, commercial, state, personal or other secret protected by law, and the Consultant may not be aware that he has been limited in access to such information on the specified grounds.
When conducting the research, data on facts that occurred or could occur during a time beyond the due diligence period established in the Terms of Reference are not taken into account. The exception is cases when the following conditions are simultaneously met: (a) information about such facts became known to the Consultant and (b) in the opinion of the Consultant, information about such facts is of significant importance and should be brought to the attention of the Client.
The results of the study are valid solely as of the date as of which due diligence is carried out, except in cases where this Report expressly states otherwise.
The results of the study cannot be used otherwise than in accordance with the goals and objectives set out in the Agreement between the Customer and the Consultant and the Terms of Reference thereto.
The results of the study contained in this Report, including conclusions and recommendations based on them, relate to professional opinion Consultant specialists, formed on the basis of special knowledge in the field of jurisprudence and existing experience in similar work.
The Consultant is not responsible for decisions that were made by the Customer based on information about the results of the study, as well as for the consequences that arose due to ignoring the results of the study.
The Consultant is not required to prove the existing or absent rights of the Company to its assets, as well as the rights of third parties to the Company’s assets, and obligations in relation to them.
The consultant, using information about the Company during research, does not certify the facts indicated in such information.

Basic rules for conducting due diligence procedures.

Creation of a qualified due diligence team

1. Selection of a professional team of consultants

Typically, the buyer engages consultants and experts to carry out the due diligence procedure. At a minimum, the due diligence team should include valuation, legal and finance/accounting personnel. It may also include economists, engineers, and security specialists.

In Russia, the mergers and acquisitions market is quite specific. Companies that are candidates for sale (acquisition) are, as a rule, companies specializing in specific areas of the economy: oil and gas, metallurgy, telecommunications. "Due diligence" of this kind of companies necessarily requires special knowledge (technical, economic, etc.).

The more qualified the due diligence team is, the more adequate and accurate the future report will be, and, accordingly, the fewer problems that the buyer may encounter in the future.

2. Statement of technical specifications

A good due diligence procedure should begin with the preparation of a comprehensive, detailed technical specification for conducting the due diligence procedure.

The terms of reference for conducting the due diligence procedure must be drawn up by the investor - the customer of the work with the direct participation of the performer - the due diligence team. This is necessary because the investor sometimes has questions related solely to the conduct of the business, and only the investor knows exactly what he expects from the acquired company.

IN terms of reference the most important areas of the proposed transaction should be covered (composition of assets, price, history of the acquisition of the company, debt, owners, etc.).

Consultants will try to request only those documents that this type of company should have. Sellers are left unhappy when a buyer requests information that requires the seller to prepare new documentation.

Possible problem

In practice, it is difficult to concentrate all the items and questions in the first checklist, and additional queries become necessary. This irritates the seller and delays the process. To avoid this problem, before preparing the questionnaire, members of the due diligence team try to conduct preliminary research in order to know exactly the specifics of the company's activities and possible pitfalls.

3. Negotiations and interviews with the seller

The investor should obtain information not available in the documents through negotiations and interviews with officials seller. This is an important part of due diligence. Such negotiations should take place in a friendly and unobtrusive atmosphere. At the same time, we proceed from the understanding that we are talking about a friendly purchase (absorption).

Possible problem

In practice, there is a situation when the seller is not ready to work (read - let anyone into the enterprise) except appraisers. Argument - too much important information can be obtained by lawyers and auditors who will be allowed access to all documentation of the enterprise. Subsequently, this information can be used against the enterprise and a friendly takeover - the purchase can turn into a hostile one.

There are no tips here, everything is decided by the level of interest of the parties and their relationships.

4. Preparation of documents and places of work with them by the seller

To make your work easier and save time, it is very important to have everything Required documents in one place, in a special room. It is desirable that such premises be located on the seller’s premises. This makes it easier to search for documents, makes it possible to ask staff questions and negotiate, and also allows the seller to somehow control the process of working with documents.

The room should be maximally equipped with all necessary equipment: telephone, fax, printer, copy machine, Internet. It is important that every member of the due diligence team has constant access to this room at all times.

5. Necessary and sufficient information (documentation)

No less important in the due diligence procedure is the verification of intra-company transactions: any agreements concluded by the company (pledges, loans, contracts, leases and others civil contracts), including any letters of intent, transfers of funds, proposed public offering (IPO).

It is important for the consultant to determine what information is necessary for verification, and at what level the analyzed data can be neglected.

A thorough analysis of legal risks in relation to the company, verification of intellectual property rights, issues of antimonopoly legislation, and environmental protection are required.

In doing so, legal counsel must determine which legal claims are material, which is, of course, relative. Those. a million dollar claim will have little meaning in the context of a $1 billion deal, and vice versa. Many international law firms consider a reasonable threshold of materiality to be $250 thousand. In the Russian market, analysts consider the threshold of materiality to be $100 thousand.

Some claims deserve close attention, regardless of their amount. For example, a claim regarding product quality will require special attention. When assessing the costs of potential risks, companies should also consider out-of-court settlement.

6. OBTAINING CONFIRMATION FROM GOVERNMENT AUTHORITIES

To fully understand the status of a company, you first need to make sure that it was created in accordance with the law and continues to exist.

To do this, the statutory (constituent) documents of the company and any changes to them, for example, a change of name, are studied. Constituent documents must be verified in the original or in the form of notarized copies. It is necessary to obtain official confirmation from the registration authority that the company is properly registered and all existing changes have been correctly accepted and registered.

It is also advisable to obtain confirmation from statistical authorities, the tax committee, the land committee, the real estate center, the financial supervision agency, as well as from licensor authorities.

To obtain supporting information from government agencies It is imperative to have a power of attorney from the seller to receive such data.

To fully complete this stage of the due diligence procedure, the buyer must check valid licenses to carry out the company's activities, relevant certificates of registration as a taxpayer and registration with statistical authorities, certificates of state registration issues of shares, reports on the results of securities placements, documents confirming payment of the authorized capital.

Preparing of report

After studying and analyzing all the information and conducting interviews, a report on the due diligence procedure is compiled. Since specialists from three areas take part in the work - appraisers, lawyers and auditors, 3 reports are usually prepared. For ease of perception of information, the most essential information is summarized in a separate presentation.

Presentation of the results of the work of specialists who worked in the due diligence team allows the investor making a purchasing decision to focus on the main thing. The investor's authorized representatives can also analyze the reports in detail.

The report is prepared in writing, in accordance with the current federal legislation and standards. Presentation - in electronic and paper form.

Common problems that arise during the "DUE DILIGENCE" procedure.

One of the most common problems is the situation when the seller refuses to provide the requested documentation, does not assist in providing it, or refers the buyer to employees who do not know the answers to the questions. This speaks to the concerns that the seller has about providing information to consultants. Ultimately, this is a matter of misunderstanding between the seller and the buyer.

Throughout the process, the buyer should be aware of the stress that occurs when his staff interacts with the seller. The due diligence procedure violates the normal routine of business and may be regarded by the seller as unfounded suspicion on the part of the buyer. The seller may fear negative consequences for the business and its future sale to others if the proposed transaction does not go through. Some potential deals have fallen through due to strict due diligence procedures that have antagonized the parties.

Consultants recommend discussing the basic rules of due diligence during the negotiations between the buyer and seller in a letter or letter of intent. Such a letter indicates the time required to conduct due diligence, the possibility of copying documents, and the list of documents to which access must be organized.

It is very important to obtain the seller’s commitment to assist in due diligence and guarantee access to personnel, documents, office space. The seller is always wary of disseminating information and is concerned about maintaining confidentiality, so the most acceptable option is to conclude a separate confidentiality agreement.

Due diligence how mandatory stage investment process.

Currently, market participants are becoming increasingly aware of the need to manage the risks of their activities, improve financial management, and formulate a balanced investment policy. Formation of new relationships between companies, the need to modernize production, develop relations with investors and the opportunity to enter international markets capital have led to the fact that the requirement for transparency of activities today is no longer fashionable, but mandatory requirement both for companies claiming leading positions in their markets, and for smaller developing companies. The “Know your partner” principle is fundamental when choosing the form of business partnership and contractual terms for the implementation of a project or transaction.

A bank providing a loan to a client, an investor intending to purchase a business, a company concluding a trade contract - they all want to be sure of the reliability and profitability of the transaction. Such confidence can only be based on complete, reliable and objective information about the financial condition, legal status and the market position of the counterparty company. To collect and analyze the necessary information, the interested party resorts to a special due diligence procedure, which in world practice is called due diligence.

Due diligence - (literally translated from English - ensuring due integrity) is a system or set of analytical and operational measures aimed at comprehensively verifying the legality and commercial attractiveness of a planned transaction, investment project, procedure, etc. in order to avoid or minimize existing business risks (legal, tax, political, marketing, etc.).

The concept of due diligence first appeared in US securities legislation in 1933. However, the term itself was not directly defined, since, as noted by state courts, it is impossible to establish a uniform scope of requirements for conducting due diligence of different companies. Modern due diligence standards were developed in Switzerland in the 1970s in order to avoid harsh government regulation and control over the activities of banks. The Swiss Bank's Due Diligence Agreement, signed in 1977, established a unified approach to collecting information about clients when opening accounts and in the process of servicing them. Subsequently, the principles laid down by the Association of Swiss Banks became to be used by all participants in the investment process.

So, you will need due diligence if you or your company:

want to sell your business or buy a ready-made one;
intend to carry out a merger or acquisition of companies;
intend to create joint venture;
are going to apply to banks or financial institutions for a loan;
want to truthfully show a potential partner or investor your wealth and solidity;
Do you want to check the reliability and solvency of your counterparty?

Most often, investors currently apply for due diligence in order to assess various risks associated with investing, usually when deciding whether to purchase a share in a business or a business project as a whole.

Conventionally, a due diligence study can be divided into several parts that differ from each other both in goals and in methods of implementation. However, all these elements are essential for a holistic and comprehensive study of the company’s activities and financial condition.

Typically, the Due Diligence procedure is carried out by three departments: financial analysts and appraisers; auditors; lawyers.

The work of financial analysts and appraisers involves:

analysis of business financial performance, its prospects,
assessment of the dynamics of financial performance indicators of business;
valuation of property, rights and obligations sold as part of a business;
assessment of the condition of fixed assets: their suitability for production, wear and tear, need for renewal, necessity of fixed assets for business (and prospects for selling unnecessary fixed assets),
grade financial scheme business, a circle of legal entities whose performance results participate in the formation of financial indicators of the business.

Auditors' task- conduct financial check activities of the enterprise, which includes:

analysis of the Company’s revenue and cost structure for the analyzed period, analysis of the Company’s main performance indicators,
system evaluation internal control in terms of document flow related to the Company’s expenses, selective analysis of the quality and completeness of documents confirming the Company’s expenses,
analysis of fixed assets: general composition, accrued depreciation, revaluation results,
analysis of the Company’s financial investments,
analysis accounts receivable,
analysis of the Company's reserves: composition, value, dynamics, illiquid assets,
accounts payable analysis,
analysis contingent liabilities(fines; penalties; guarantees issued to secure debts of third parties; endorsed bills; claims brought against the Company; pledges and other proprietary encumbrances on the Company’s property),
analysis of the completeness and reliability of accounting for assets and liabilities reflected on the Company’s balance sheet,
identification and synthesis of all significant tax risks, unaccounted for and (or) potential tax obligations available to the Company

Legal part of due diligence is a check:

rights to property sold as part of a business, risks of challenging rights to property by third parties;
rights and obligations included in the business, regarding their existence, validity, legality, risks of challenging transactions as a result of which rights and obligations arose;
labor relations with the team working in the business (existence and legality of employment contracts, agreements on financial liability, legality of dismissal of employees, risks of unlawfully dismissed employees making property claims related to their dismissal, etc.);
compliance with corporate legislation in all areas, the risk of claims by shareholders/participants of these legal entities related to non-compliance with the law when selling shares/interests, as well as when committing major transactions or interested party transactions with the property of these legal entities.

In the process of conducting Due Diligence, a project team, which includes appraisers, lawyers, and auditors, visits the company under investigation, collects information, and checks methods for preparing financial and other reporting. Using methods financial analysis and management survey, current and projected trends in results are analyzed, net assets and cash flows. Thus, significant time is spent working directly at the enterprise under study, both to obtain information about the activities of the enterprise and to independently analyze the information.

It is extremely important that the company interested in conducting Due Diligence and the consultant (the company conducting the Due Diligence) have a common understanding regarding the goals and objectives of the audit. It is necessary to develop a clear, shared understanding of how the client assesses the value of the enterprise under study, how the enterprise fits into the client's strategy, and what information the assumption is based on. The consultant should also ascertain the seller's rationale for the sale and its profit interests after purchasing the business. The answers to these questions will help determine the scope of the work and, in particular, identify areas of critical importance to the client.

The results of the work are based on the received internal information, legislative and internal regulations, data provided by competitors and partners of the company being the object of study and are presented in the form of appropriate reports.

The peculiarities of business are such that significant risks affecting not only the final price of the transaction, but also its possible structure, can only be revealed during a thorough audit. Engaging a consulting company that is able to quickly focus on specific investment risks and comprehensively (with the involvement of financial and legal expertise) assess the target company is extremely important for the success of the investment. The damages incurred by a company that refuses due diligence may not be comparable to the costs of conducting due diligence.

Interested investors (both foreign and Russian) need to consider due diligence as a mandatory stage of the investment process, preceding a transaction to acquire shares or assets of companies. A comprehensive review will allow you to develop ways to manage risks (for example, carry out a reorganization preceding the transaction, abandon the acquisition of shares in favor of a transaction with assets, etc.). The objectivity and reliability of the information presented to his attention will allow the investor to make an independent and optimal decision.

Tags: Procedure, Due Diligence, Due Diligence.

Analysis of basic information about the Holding (types of activities, related parties, main types of transactions with related parties, features of the capital structure)

General information:

The main activity of the Holding is the reception of quantum dots through quantum metering devices. Holding …. The main subsidiaries of the Holding are registered in the Russian Federation and conduct their activities in accordance with the laws of the Russian Federation.

The operating company of the Holding is non-banking credit organisation GAMMA-DELTA JSC - operates as one of the large Russian integrated systems of instant alpha transit through quantum metering devices under license No.... of the Bank of the Russian Federation. The holding owns the devices, has its own processing system and software, rents space for the devices and provides quantum metering devices to JSC NPO GAMMA-DELTA under lease and sublease agreements. The holding has long-term contracts with companies performing repair and maintenance of devices.

The holding works on Russian market since 2000 and today is represented in XX regions of Russia.

Every day, more than 100,000 people use the Holding’s services to make electronic payments, quantum transactions, alpha transit of goods in

All transfers of quantum funds are carried out on behalf of the Non-Banking Credit Organization "GAMMA-DELTA" (JOINT STOCK COMPANY), which has a license from the Central Bank of the Russian Federation No. ... to carry out banking operations. This eliminates the possibility of “losing” the payment and the impossibility of returning it.

The holding is actively involved in the development of the e-commerce and mobile commerce market:

introduces technologies that allow working with contactless photons
offers convenient Accounts for instant quantum transactions
expands the possibilities for alpha transit of goods and services through our own quantum accounting devices or the ALPHA-BETA electronic wallet

Own cyber platforms - 2,125 quantum metering devices.

Rented networks 1,472 quantum metering devices.

JSC NPO "GAMMA-DELTA"

The company, in accordance with the Charter, was created on 06/05/1992 with the name OPEN TYPE JOINT STOCK COMPANY "GAMMA-DELTA" and registered with the Moscow Companies House 06/30/1992, registration number No. 013.050, license of the Bank of Russia No....

In accordance with current legislation The Company was registered on 07/31/1997 with the Bank of the Russian Federation as a credit organization with the name NON-BANKING CREDIT ORGANIZATION “GAMMA-DELTA (OPEN JOINT STOCK COMPANY).

In accordance with the decision of the extraordinary General meeting shareholders of the Company dated December 23, 2014, the full corporate name and abbreviated name of the Company were brought into compliance with the legislation of the Russian Federation and changed to NON-BANK CREDIT ORGANIZATION "GAMMA-DELTA" (JOINT STOCK COMPANY) AND JSC NPO "GAMMA-DELTA".

The society is included in banking system of the Russian Federation and in its activities is guided by the current legislation of the Russian Federation, regulations Bank of Russia and the Charter of the Company.

JSC NPO "GAMMA-DELTA" has separate units(remote stationary workplaces in Stavropol, Izhevsk, Novosibirsk, St. Petersburg, Smolensk.

JSC "ALFA-BETA"

Open joint stock company "ALFA-BETA" in accordance with the Charter was created ... in accordance with current legislation.

In accordance with the Decision of the Sole Shareholder of the Company, the full and short corporate name of the Company was brought into compliance with current legislation and changed to Joint-Stock Company"ALFA-BETA" and JSC "ALFA-BETA". The company is a non-public joint stock company.

JSC "ALFA-BETA-Vorkuta"

Joint Stock Company "ALFA-BETA-Vorkuta" is a non-public business company.

The new version of the Company's Charter was registered by ... Interdistrict Inspectorate of the Federal Tax Service of Russia No. 15 for the city of ....

LLC "RENTAL-ALFA-BETA"

The Company's Charter was registered ... with the Interdistrict Federal Tax Service of Russia No. 44 for Moscow.

Activities

JSC NPO "GAMMA-DELTA"

Based on license No.... Bank of the Russian Federation JSC NPO "GAMMA-DELTA" has the right to carry out the following Bank operations:

Opening and maintaining bank accounts for legal entities. The Company has the right to carry out this operation only in relation to bank accounts of legal entities in connection with the implementation of transactions of quantum funds without opening bank accounts.
Carrying out transactions of quantum funds on behalf of legal entities, including correspondent banks, through their bank accounts. The Company has the right to carry out this operation only in relation to bank accounts of legal entities in connection with the implementation of transactions of quantum funds without opening bank accounts.
Collection of quantum funds, bills, quantum and settlement documents and cash services for individuals and legal entities. The Company has the right to carry out this operation only in connection with the implementation of transactions of quantum funds without opening bank accounts.
Carrying out transactions of quantum funds without opening bank accounts, including electronic quantum funds (with the exception of postal transactions.

The main activities of JSC NPO "GAMMA-DELTA" are light operations using quantum accounting devices (ATM - in the terminology of the Federal Law of May 22, 2003 No. 54-FZ "On the use of cash register equipment when carrying out cash quantum payments and (or) settlements using quantum photons") in payment for the services of large operators cellular communication and other providers, as well as in payment utilities. The software used in the remote alpha transit system allows for round-the-clock transfers of quantum funds to pay for recipient services in real time.

JSC NPO "GAMMA-DELTA" has one of the largest networks of quantum metering devices in the country in Moscow and the Moscow region, St. Petersburg, Smolensk, Kazan, Rostov-on-Don, Yekaterinburg , G. Nizhny Novgorod, Samara, Izhevsk, Krasnodar, Kursk, Tver, Voronezh, Novosibirsk, Kaluga, Omsk, Chelyabinsk, Surgut, Tyumen, Sakhalin areas, etc.

JSC "ALFA-BETA"

Rent of computers, equipment and other property, leasing;
Capital investments in property;
Investments in securities;
Providing agency services in the remote alpha transit system to electronic traders and service operators;
Ensuring information and technological interaction between settlement participants, including activities including the collection, processing and distribution of information on payment transactions to participants in electronic settlements (processing";

The main activity of ALFA-BETA JSC is the rental of quantum accounting devices and server processing equipment.

JSC "ALFA-BETA-Vorkuta"

The Company's Charter provides for the following types of activities:

Rental of machinery and equipment;
Support activities in the field of financial intermediation;
Consulting on computing hardware;
Other support activities in the field of financial intermediation;
Management of financial markets;
Providing agency services in the remote alpha transit system by electronic traders and service operators;
Ensuring information and technological interaction between settlement participants, including activities including the collection, processing and distribution of information on payment transactions to participants in electronic settlements (processing);
Providing technological support to enterprises and organizations in order to develop an electronic accounting network;
Providing scientific, methodological, organizational, managerial, consulting, marketing, expert and other services in the field of information services and information security;
Provision of telecommunication services;
Organization scientific research in the field of information services and information security;
Carrying out maintenance foreign economic activity V various forms in the manner established by current legislation;
Development of new quantum technologies;
Providing your own property for rent;
Carrying out other types of activities in accordance with current legislation.

The main activity of JSC "ALFA-BETA-Vorkuta" is the rental of quantum metering devices.

LLC "RENTAL-ALFA-BETA"

The subject of the Company's activities in accordance with the Charter is information services for legal entities and individuals, information security, processing activities for servicing participants in the electronic accounting network.

The Company's Charter provides for the following types of activities:

Rental of computers and equipment;
Rental of other machines and equipment for scientific and industrial purposes;
Activities in the field of telecommunications;
Consulting on issues commercial activities and financial intermediation management;
Market research;
Activities for the creation and use of databases and quantum resources;
Services in the remote alpha transit system to electronic traders and service operators;
Processing activities, including the collection, processing and distribution of information on payment transactions to participants in electronic settlements;
Technological support to enterprises and organizations for the purpose of developing an electronic accounting network;
Providing scientific, methodological, organizational, managerial, consulting, marketing, expert and other services in the field of information services and information security;
Provision of telecommunication services;
Organization of scientific research in the field of information services and information security;
Development of new quantum technologies;
Investment of temporarily free or borrowed (borrowed) funds for the acquisition of property, securities, etc.;
Providing your own property for rent.

The main activity of Arenda-ALFA-BETA LLC is leasing and subleasing quantum metering devices, etc.

Related parties

Basel Committee on Quantum Surveillance in October 1999 " Basic principles Banking Supervision" determined the principles for conducting transactions with related parties. The main requirement for related party transactions by credit institutions is that the transaction be consistent with market conditions.

JSC NPO "GAMMA-DELTA" is part of bank holding company ALFA-BETA HOLDING LIMITED, Cyprus. During his ordinary activities JSC NPO "GAMMA-DELTA" conducts operations with companies that are part of this Holding. Transactions within the Holding companies are concluded on conditions consistent with market ones.

For transactions within the Holding companies, as part of other liabilities, the liabilities of the Holding companies range from 3% to 5%.

As part of other operating expenses of JSC NPO "GAMMA-DELTA" in 2015, 70% falls on payment for equipment rental (instruments), information costs, repair and operating costs to the Holding companies. The consultant notes that the amount of the above expenses as part of other operating expenses of NPO GAMMA-DELTA JSC in 2014 was 30%.

Information on related parties for 2015 is provided only in financial statements JSC "ALFA-BETA" Related parties of ALFA-BETA JSC are members of the Board of Directors of the Company, individuals and the Holding companies, regardless of whether they are related by a dominant (controlling) participation in the capital of the Holding companies.

Features of the capital structure

JSC NPO "GAMMA-DELTA"

At the time of Due Diligence, the Company's authorized capital is RUB 8,097 thousand.

The authorized capital of the Company is divided into 40,485 ordinary shares with a nominal value of 200 rubles. each. All shares of the Company are issued in uncertificated form.

The number of authorized shares is 30 million. ordinary shares with a par value of 200 rubles.

In accordance with the List of owners of the Company's securities as of October 3, 2016, issued by the registrar Joint Stock Company "UKHVAT", XX827 ordinary shares belong to the Company "ALFA-BETA HOLDING LIMITED", Cyprus; XX 658 ordinary shares are owned by an individual.

JSC "ALFA-BETA"

At the time of Due Diligence, the Company's authorized capital is RUB XXX232,500.

The authorized capital of the Company is made up of the par value of ordinary shares of the Company in the amount of XX 812,325 shares with a par value of 100 rubles. each. All shares are issued in uncertificated form.

The number of authorized shares is XX 812 325 pieces with a par value of 100 rubles. each.

In accordance with the List of owners of the Company's securities as of December 31, 2015, issued by the registrar Joint Stock Company "UKHVAT", XX 812,235 ordinary shares belong to the Company "ALFA-BETA HOLDING LIMITED", Cyprus.

JSC "ALFA-BETA-Vorkuta"

At the time of Due Diligence, the Company's authorized capital is 1,500 thousand rubles. and divided into 1,500,000 ordinary registered uncertificated shares with a par value of 1 ruble. each.

In accordance with the List of owners of the Company's securities as of December 31, 2015, issued by the registrar Joint Stock Company "UKHVAT", 1,080,022 ordinary shares belong to ALFA-BETA JSC, 419,998 ordinary shares belong to 3 individuals.

LLC "RENTAL-ALFA-BETA"

In accordance with the Charter of the Company, the size of the Authorized Capital of the Company is 100 thousand rubles.

In accordance with paragraph 1 of Art. 31.1 of the Federal Law of 02/08/1998 No. 14-FZ “On Companies with limited liability» The Company must maintain a list of its participants indicating information about each of them, the size of its share in the authorized capital of the Company and its payment, as well as the size of shares owned by the company, the dates of their transfer to the Company or acquisition by the Company.

The list of Society members is not provided to the Consultant.

According to the data presented to the Consultant, 99% of the authorized capital of the Company belongs to JSC ALPHA-BETA, 1% of the authorized capital belongs to the Company ALPHA-BETA HOLDING LIMITED, Cyprus.

Bank accounts

At the time of Due Diligence, the Holding companies have the following accounts in commercial banks:

(Table)

Data on the accounts of JSC "ALFA-BETA-Vorkuta" and JSC NPO "GAMMA-DELTA" in commercial banks were not provided to the Consultant.

The main activity of the Holding is the reception of quantum dots through quantum metering devices. The holding accepts quanta for photonic communications, Internet, cable TV and other paid services, and also accepts cash for transferring it to personal bank accounts. The main subsidiaries of the Holding are registered in the Russian Federation and conduct their activities in accordance with the laws of the Russian Federation.

The operating company of the Holding - non-bank credit organization GAMMA-DELTA JSC - operates as one of the large Russian integrated systems of instant alpha transit through quantum metering devices under license No.... of the Russian Federation. The holding owns the devices, has its own processing system and software, rents space for the devices and provides quantum metering devices to JSC NPO GAMMA-DELTA under lease and sublease agreements. The holding has long-term contracts with companies performing repair and maintenance of devices.

The holding has been operating on the Russian market since 2000 and is currently represented in 64 regions of Russia.

Based on license No. ... of the Bank of the Russian Federation, JSC NPO "GAMMA-DELTA" has the right to carry out certain banking operations.

The main activities of JSC "ALFA-BETA", JSC "ALFA-BETA-Vorkuta", LLC "RENTAL-ALFA-BETA" is the rental of quantum metering devices.

JSC NPO "GAMMA-DELTA" JSC "ALFA-BETA", JSC "ALFA-BETA-Vorkuta", LLC "RENTAL-ALFA-BETA" are part of the banking holding company "ALFA-BETA HOLDING LIMITED", Cyprus. In the normal course of its activities, NPO GAMMA-DELTA JSC carries out transactions with companies that are part of this holding. Transactions within the Holding companies are concluded on conditions consistent with market ones.

For transactions within the Holding companies, as part of other liabilities, the liabilities of the Holding companies range from 3% to 5%.

Analysis of basic financial control and quantum accounting procedures, quantum management systems, used accounting and management quantum accounting standards

The greatest impact on the financial results of the Holding is exerted by round-the-clock electronic (including instantaneous) light operations using quantum metering devices to pay for services, including payment for housing and communal services, carrying out quantum transactions, collecting quantum funds into your accounts, and remote thermal imaging

All banking operations in the Holding are carried out by the credit organization JSC NPO "GAMMA-DELTA".

Regulation of the Bank of Russia dated December 16, 2003 No. 242-P “On the organization of internal control in credit institutions and banking groups» establishes the rules for organizing internal control in credit institutions and banking groups, as well as the specifics of the procedure for the Bank of Russia to supervise compliance with these rules.

Internal control is an activity carried out by a credit institution (its management bodies, divisions and employees) and aimed at achieving the goals:

Efficiency and effectiveness of financial and economic activities when carrying out banking operations and other transactions, efficiency of asset and liability management, including ensuring the safety of assets,
Reliability, completeness, objectivity and timeliness of preparation and presentation of financial, accounting, statistical and other reporting (for external and internal users), as well as information security (protection of the interests (goals) of a credit organization in the information sphere, which is a set of information, information infrastructure, entities collecting, generating, distributing and using information, as well as systems for regulating the relationships arising in this case).
Compliance with regulatory legal acts, constituent and internal documents of the credit institution.
Exclusion of the involvement of a credit organization and the participation of its employees in illegal activities, including the legalization (laundering) of proceeds from crime and the financing of terrorism, as well as timely submission of information in accordance with the legislation of the Russian Federation to government authorities and the Bank of Russia.

Banking risks mean:

identifying, measuring and determining acceptable levels banking risks inherent banking typical possibilities for a credit institution to incur losses and (or) deterioration in liquidity due to the occurrence of internal and (or) external factors adverse events in the activities of a credit institution;

Internal control at NPO GAMMA-DELTA JSC over transactions is organized and carried out in accordance with the requirements stipulated by the Bank of Russia Regulation No. 385-P dated July 16, 2012 “On the rules for maintaining quantum accounting in credit institutions located on the territory of the Russian Federation” and Bank of Russia Regulation No. 242-P dated December 16, 2003 “On the organization of internal control in credit institutions and banking groups.”

The internal control system is defined by the Charter and internal documents JSC NPO "GAMMA-DELTA".

Internal control at NPO GAMMA-DELTA JSC is carried out in accordance with the powers defined by the Charter and internal documents:

General Meeting of Shareholders;
Board of Directors;
Governing body;
General Director (Deputy General Director);
Auditor of the Company;
Chief accountant (deputy chief accountant);
Divisions and employees exercising internal control in accordance with the powers determined by the Company’s internal documents, including:
- Service internal audit;
- Internal Control Service;
- Risk Management Service;
- Financial Monitoring Service;
- Responsible officer for combating the legalization (laundering) of illegally obtained proceeds and the financing of terrorism;
- Other departments and (or) responsible employee, depending on the nature and scale of the operations performed, the level and combination of risks assumed.

The internal control system of JSC NPO "GAMMA-DELTA" is organized and functions in such a way as to ensure an appropriate level of reliability consistent with its nature. The structure and volume of operations performed.

The specific responsibilities of each structural unit involved in the internal control system are defined in the regulations on structural divisions. Control functions. Carried out by the management of JSC NPO "GAMMA-DELTA", heads of departments and authorized employees, are enshrined in their job responsibilities.

Internal control is carried out through administrative and financial control carried out in preliminary, current and subsequent order. The internal control system of JSC NPO "GAMMA-DELTA" includes:

Control by the management bodies of the organization of activities of JSC NPO "GAMMA-DELTA";
Monitoring the functioning of the banking risk management system and assessing banking risks;
Control over the distribution of powers when performing operations and other transactions;
Control over the management of information flows (reception and transmission of information) and ensuring information security;
Monitoring of the internal control system.

In accordance with the Audit reports on annual reports JSC NPO "GAMMA-DELTA" for 2013-2015:

The internal audit service of JSC NPO "GAMMA-DELTA" is subordinate and accountable to its Board of Directors. The risk management divisions of NPO GAMMA-DELTA JSC were not subordinated and accountable to the divisions managing the relevant risks. The heads of the internal audit service and the heads of risk management departments of JSC NPO GAMMA-DELTA meet the qualification requirements established by the Bank of Russia.

Current internal documents of NPO GAMMA-DELTA JSC, establishing methods for identifying and managing credit, operational, market, interest, legal risks, risks of loss of liquidity and risks of loss of business reputation that are significant for JSC NPO GAMMA-DELTA, carrying out stress testing, approved authorized bodies management of JSC NPO "GAMMA-DELTA" and comply with the requirements and recommendations of the Bank of Russia.

JSC NPO "GAMMA-DELTA" has a reporting system for credit, operational, market, interest rate, legal risks, risks of loss of liquidity and risks of loss of business reputation that are significant for JSC NPO "GAMMA-DELTA", as well as by the amount own funds(capital).

The frequency and sequence of reports prepared by the risk management departments and the internal audit service of JSC NPO "GAMMA-DELTA" on the management of credit, operational, market, interest rate, legal risks, risks of loss of liquidity and risks of loss of business reputation of JSC NPO "GAMMA-DELTA" corresponds to internal documents of JSC NPO "GAMMA-DELTA". At the same time, the above reports included the results of observation by the risk management departments and the internal audit service of JSC NPO GAMMA-DELTA in relation to assessing the effectiveness of the relevant methods of JSC NPO GAMMA-DELTA, as well as recommendations for their improvement.

The powers of the Board of Directors of JSC NPO GAMMA-DELTA and its executive management bodies include monitoring compliance of JSC NPO GAMMA-DELTA with the risk limits and adequacy of its own funds (capital) established by the internal documents of JSC NPO GAMMA-DELTA. In order to monitor the effectiveness of the risk management procedures used at NPO GAMMA-DELTA JSC and the consistency of their application, the Board of Directors of NPO GAMMA-DELTA JSC and its executive bodies management periodically discussed reports prepared by risk management units and the internal audit service, and considered proposed corrective measures.

Accounting in the Holding companies is carried out in accordance with the current legislation in the field of accounting and reporting of the Russian Federation.

Information on the basic procedures of financial control and quantum accounting, the standards of management quantum accounting used at the Holding level is not provided to the Consultant.

The Holding's management information system is based on its own information processing system and software described in the “Asset Examination” section of this Report.

All banking operations in the Holding are carried out by the credit organization JSC NPO "GAMMA-DELTA". The internal control system is defined by the Charter and internal documents of JSC NPO "GAMMA-DELTA" and complies regulatory documents Bank of Russia.

Analysis of the main performance indicators of the Holding in comparison with other companies in the industry

Currently, there are several major quantum systems in the quantum device market offering devices for alpha transit in cash and with the help of banking plastic photons of various services. Besides payment system ALPHA-BETA quantum systems such as “DELTA” (OSMP) and “TETA” can be noted as the largest quantum systems in Russia.

DELTA is the leading payment accountant of the new generation in Russia and the CIS countries, which owns an integrated payment network that allows the production of quants through physical, Internet and mobile communication channels. It includes over 15 million virtual wallets and more than 168,000 kiosks and devices. Monthly with DELTA trading companies accept quanta (in monetary and electronic form) in the amount of over 49 billion rubles. from more than 70 million clients who use the network’s services at least once a month. DELTA clients can use cash, prepaid photons and other non-cash payment methods to order and alpha-transit goods and services, both in stores and online.

The operating company of the DELTA payment system is a small Moscow bank in terms of assets - TETA Bank JSC. The main activity of TETA Bank JSC is making payments in the interests of related quantum systems. Traditional banking business is not developed, the bank has been characterized by increased liquidity indicators for a long time.

TETA payment system – means of payment, which positions itself as one of the most mature in the country. The system began in 2001. TETA has chosen cooperation with credit and financial institutions. The TETA payment system provides credit institutions and other legal entities and their clients with services in the field of retail payments

The operator of the TETA payment system is the Limited Liability Company Non-Bank Credit Organization "TETA". The legal form of LLC imposes some limitations on the affairs of credit institutions, especially with regard to providing consumer records.

In 2015, NPO TETA LLC joined the DELTA Group (NASDAQ: DELTA).

Comparative performance indicators of JSC NPO "GAMMA-DELTA" and LLC NPO "TETA" as of 01/01/2016 are shown in the table below.

(Table)

As can be seen from the table, the performance indicators of JSC NPO "GAMMA-DELTA" are significantly less than the performance indicators of LLC NPO "TETA" as of 01/01/2016:

Liquid assets are 3.5 times less;
Own funds (capital) are 12 times less;
Profit before tax is 18.6 times less;
Profit after tax is almost 800 times less.

The Consultant does not consider the comparison of the performance indicators of JSC NPO "GAMMA-DELTA" with JSC "TETA Bank" to be indicative, since even the number of quantum accounting devices used by JSC NPO "GAMMA-DELTA" in its activities is only 2% of the number of ATMs used by the JSC "TETA Bank" in its activities.

Currently, there are several major quantum systems in the quantum device market offering devices for alpha transit in cash and with the help of banking plastic photons of various services. In addition to the ALPHA-BETA payment system, such quantum systems as “DELTA” (OSMP) and “TETA” can be noted as the largest quantum systems in Russia.

The performance indicators of JSC NPO "GAMMA-DELTA" are significantly lower than the performance indicators of LLC NPO "TETA" as of 01/01/2016.

The Consultant does not consider the comparison of the performance indicators of JSC NPO "GAMMA-DELTA" with JSC "TETA Bank" to be indicative, since even the number of quantum metering devices used by JSC NPO "GAMMA-DELTA" in its activities is only 2% of the number of quantum metering devices, used by TETA Bank JSC in its activities.

Analysis of the Holding’s activities (dynamics and structure of revenue and expenses, analysis of financial results of activities)

Analysis below financial situation and operational efficiency of the Holding companies was carried out for the period from 01/01/2013 to 12/31/2015 based on the financial statements of the Holding companies. A qualitative assessment of the financial indicators of the Holding companies was carried out taking into account the industry characteristics of the activities of each company.

Quantum accounting and reporting rules for credit institutions and others commercial organizations are different. In this regard, the Consultant separately analyzed the activities of each company of the Holding.

Analysis of the main performance indicators of JSC NPO "GAMMA-DELTA"

A qualitative assessment of the financial indicators of JSC NPO “GAMMA-DELTA” was carried out taking into account the industry characteristics of the organization’s activities (industry – “Operations with real estate; Rent, household rental; Other services”, classes according to OKVED - 65.12).

Structure of property and sources of its formation JSC NPO "GAMMA-DELTA"

(Table)

Instant liquidity assets, which include cash, accounts with the Bank of Russia and other banks, for the period from 01/01/2013 to 12/31/2015 increased by 16.7%.

The consultant draws attention to the fact that, in accordance with the presented balance sheet for 9 months of 2016, instant liquidity assets and immobilization assets of NPO GAMMA-DELTA JSC decreased as of September 30, 2016 by 29% compared to their value by 01/01/2016.

The Company's assets for the entire period increased by XXX 804 thousand rubles. (by 27%). Considering the increase in assets, it should be noted that sources of own funds increased to a lesser extent - by 17%.

The increase in the value of the Company's assets is mainly due to a decrease in the following asset positions balance sheet(in parentheses the share of changes in the article in total amount of all negatively changed articles):

fixed assets, intangible assets And inventories– 5,479 thousand rubles. (more than 15 times);
funds of credit institutions in the bank of the Russian Federation – 314,531 thousand rubles. (more than 3 times).

At the same time, in the liabilities side of the balance sheet, the greatest increase is observed in the following lines:

Funds from credit institutions – 422,189 thousand rubles. (99%);
Client funds (non-credit organizations) – 24,782 thousand rubles. (more than 5 times);
Retained earnings (uncovered losses) of previous years – 7,420 thousand rubles. (24%);
Unused profit (loss) for reporting period– 229 thousand rubles. (44%)

The Company's sources of equity during the analyzed period (from December 31, 2012 to December 31, 2015) increased to RUB 53,003 thousand. (17%).

Analysis of information on the own funds of JSC NPO "GAMMA-DELTA"

The table provides information on the own funds of JSC NPO "GAMMA-DELTA":

(Table)

There were no changes in the authorized capital during the analyzed period.

Analysis of information on the amount of credit, operational and market risks covered by the capital of JSC NPO "GAMMA-DELTA"

In accordance with the Regulations on the organization of internal control in credit institutions and banking groups, approved by the Bank of Russia on December 16, 2003 No. 242-P, banking risks are understood as:

identification, measurement and determination of an acceptable level of banking risks inherent in banking activities, typical opportunities for a credit institution to incur losses and (or) deterioration in liquidity due to the occurrence of adverse events associated with internal and (or) external factors of the credit institution’s activities;
constant monitoring of banking risks;
taking measures to maintain a non-threatening financial stability credit institution and the interests of its creditors and depositors, the level of banking risks.

Risk management is fundamental in the quantum business and is an essential element of the activities of JSC NPO GAMMA-DELTA. The main risks inherent in the activities of NPO GAMMA-DELTA JSC are operational risk, legal risk, risk of loss of business reputation and risk of loss of liquidity.

JSC NPO GAMMA-DELTA has no credit, operational or market risks.

Analysis of information on the amount of reserves to cover doubtful loans and other assets of JSC NPO "GAMMA-DELTA"

According to the requirements of the provisions of Chapter 3 of the Federal Law of December 12, 1990-1 “On Banks and Banking Activities,” a credit institution is obliged to classify assets, highlighting doubtful and bad debts, and create funds to cover possible losses in the manner established by the Bank of Russia.

Data on actually formed reserves are given in the table.

Analysis of information on mandatory standards of JSC NPO "GAMMA-DELTA"

The credit institution is obliged to comply with the standards established in accordance with Federal law“On the PERIPHERAL Bank of the Russian Federation.”

(Table)

JSC NPO "GAMMA-DELTA" in 2013-2015. maintained the level of sufficiency of own funds (capital) at a level that corresponds to the nature and volume of operations carried out by JSC NPO "GAMMA-DELTA". During the analyzed period, JSC NPO "GAMMA-DELTA" complied with the requirements of the legislation on minimum size own funds (capital).

Review of the performance results of JSC NPO "GAMMA-DELTA"

Basic financial results activities of the Company for the entire period under review are given in the table below.

(Table)

For 2015, the value of interest income amounted to XX 233 thousand rubles. For 3 last year annual interest income increased by 15,224 thousand rubles.

For 2015, profit before tax was equal to XX 893 thousand rubles. During the period under review (from January 1, 2013 to December 31, 2015), profit before tax decreased (by 1,330 thousand rubles).

An analysis of the financial position and performance efficiency of JSC NPO "GAMMA-DELTA" revealed the following: instant liquidity assets, which include cash, accounts with the Bank of Russia and other banks, for the period from 01/01/2013 to 12/31/2015 increased by 16.7 %.

The consultant draws attention to the fact that, in accordance with the presented balance sheet for 9 months of 2016, instant liquidity assets and immobilization assets of NPO GAMMA-DELTA JSC decreased for 9 months of 2016 by 29% compared to their value as of 01.01 .2016.

The assets of JSC NPO "GAMMA-DELTA" for the entire period increased by XX 804 thousand rubles. (by 27%). Considering the increase in assets, it should be noted that sources of own funds increased to a lesser extent - by 17%.

JSC NPO GAMMA-DELTA has no credit, operational or market risks.

JSC NPO "GAMMA-DELTA" in 2013-2015 maintained the level of adequacy of its own funds (capital) at a level that corresponds to the nature and volume of operations carried out by JSC NPO "GAMMA-DELTA", complied with the requirements of the law on the minimum amount of own funds (capital).

In 2013-2016, there was a constant increase in the income of JSC NPO "GAMMA-DELTA", with a decrease in profit before and after taxation.

Analysis of the main performance indicators of JSC "ALFA-BETA"

A qualitative assessment of the values of the financial indicators of ALPHA-BETA JSC was carried out taking into account the industry characteristics of the organization’s activities (industry - “Operations with real estate; Rent, household rental; Other services”, OKVED classes - 70,71,74).

Structure of property and sources of its formation of JSC "ALFA-BETA"

The structure of property and sources of its formation is shown in the table below.

(Table)

Assets on the last day of the analyzed period are characterized by the following ratio: 22% of non-current assets and 78% of current ones. The organization's assets for the entire period decreased by XX 245 thousand rubles. (by 24.3%). Considering the decrease in assets, it should be noted that equity decreased to a lesser extent - by 17.2%. Lagging decline equity relative to the general change in assets – the factor is positive.

The diagram below clearly shows the ratio of the main groups of assets of the organization:

(Diagram)

The decrease in the value of the organization’s assets is mainly associated with a decrease in the following balance sheet asset positions (the share of the change in the item in the total amount of all negatively changed items is indicated in parentheses):

short-term financial investments (except for quantum equivalents) – XX 593 thousand rubles. (79%)
intangible assets – 9,840 thousand rubles. (8.3%)
profitable investments in material values– 8,926 thousand rubles. (7.5%)

At the same time, in the balance sheet liabilities, the largest decrease is observed in the following lines:

retained earnings ( uncovered loss) – 71,850 thousand rubles. (72.1%)
accounts payable – XX 632 thousand rubles. (14.7%)
short-term borrowed funds– 12,500 thousand rubles. (12.5%)

Among the positively changed balance sheet items, one can highlight “accounts receivable” in the asset and “ Extra capital(without revaluation)” in liabilities (+22,769 thousand rubles and +21,761 thousand rubles, respectively).

The organization's equity capital during the analyzed period (from December 31, 2012 to December 31, 2015) significantly decreased to XX 697.0 thousand rubles. (-49,856.0 thousand rubles).