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 …. Main affiliated companies The Holdings are registered in the Russian Federation and operate in accordance with the laws of the Russian Federation.

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

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

More than 100,000 people use the Holding's services every day 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 of the Central Bank of the Russian Federation No. ... for banking operations. This eliminates the possibility of "losing" the payment and the impossibility of its return.

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

• introduces technologies that allow working with non-contact photons
• offers convenient accounting for instant quantum transactions
• expands the possibilities for producing alpha transit of goods and services through its own quantum metering devices or online wallet ALPHA BETA

Own cyberplatforms — 2,125 quantum meters.

Leased networks 1,472 quantum meters.

JSC NPO "GAMMA-DELTA"

The Company, in accordance with the Charter, was established on 06/05/1992 with the name GAMMA-DELTA OPEN JOINT-STOCK COMPANY and registered by the Moscow Registration Chamber on 06/30/1992, registration number No. 013.050, license of the Bank of Russia No. ....

In accordance with the current legislation, the Company was registered on July 31, 1997 with the Bank of the Russian Federation as a credit institution with the name NON-BANK CREDIT ORGANIZATION GAMMA-DELTA (OPEN JOINT-STOCK COMPANY).

In accordance with the decision of the extraordinary General Assembly of shareholders of the Company dated December 23, 2014, the full corporate and abbreviated names of the Company were brought into line 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 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 divisions (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 established ... in accordance with the 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 line with the 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 Charter of the Company was registered by ... Interdistrict Federal Tax Service of Russia No. 15 for the city of ....

RENDA-ALFA-BETA LLC

The Articles of Association of the Company was registered by… Interdistrict Federal Tax Service of Russia No. 44 for the city of Moscow.

Activities

JSC NPO "GAMMA-DELTA"

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

• Opening and maintenance of bank accounts legal entities. The Company is entitled to carry out this operation only in the part of bank accounts of legal entities in connection with the implementation of transactions of quantum funds without opening bank accounts.
• Implementation of transactions of quantum funds on behalf of legal entities, including correspondent banks, on their bank accounts. The Company is entitled to carry out this operation only in the part of bank accounts of legal entities in connection with the implementation of transactions of quantum funds without opening bank accounts.
• Collection of quantum funds, bills of exchange, quantum and settlement documents and cash service individuals and legal entities. The Company is entitled to carry out this operation only in connection with the implementation of transactions of quantum funds without opening bank accounts.
• Implementation of 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 metering devices (ATM - in the terminology of the Federal Law of May 22, 2003 No. 54-FZ "On the use of cash registers in the implementation of cash quantum settlements and (or) settlements using quantum photons") to pay for the services of major mobile operators and other providers, as well as to pay for utilities. The software used in the remote alpha transit system makes it possible to transfer quantum funds around the clock to pay for the services of recipients in real time.

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

JSC "ALFA-BETA"

• Lease of computers, equipment and other property, leasing;
• Capital investment in property;
• Investments in securities;
• Provision of agency services in the remote alpha transit system to electronic merchants and service operators;
• Ensuring information and technological interaction between participants in settlements, including activities that include 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 leasing of quantum metering devices, processing server equipment.

JSC "ALFA-BETA-Vorkuta"

The Charter of the Company provides the following types activities:

• Rental of machines and equipment;
• Ancillary activities in the field of financial intermediation;
• Consulting on hardware computing activities;
• Other support activities in the field of financial intermediation;
• Management of financial markets;
• Provision of agency services in the remote alpha transit system by electronic merchants and service operators;
• Ensuring information and technological interaction between participants in settlements, including activities that include 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;
• Provision of scientific and methodological, organizational, managerial, consulting, marketing, expert and other services in the field of information services and information protection;
• Provision of telecommunication services;
• Organization of scientific research in the field of information service and information protection;
• Implementation of conducting foreign economic activity in various forms in the manner prescribed by current legislation;
• Development of new quantum technologies;
• Providing own property for rent;
• Carrying out other activities in accordance with applicable law.

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

RENDA-ALFA-BETA LLC

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

The Charter of the Company 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;
• Advice on commercial activities and management of financial intermediation;
• Market research;
• Activities for the creation and use of databases and quantum resources;
• Services in the distance alpha transit system to electronic merchants 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 in order to develop an electronic Accounting network;
• Provision of scientific and methodological, organizational, managerial, consulting, marketing, expert and other services in the field of information services and information protection;
• Provision of telecommunication services;
• Organization of scientific research in the field of information service and information protection;
• Development of new quantum technologies;
• Investment of temporarily free or borrowed (borrowed) funds for the acquisition of property, securities, etc.;
• Lease of own property.

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

Related parties

The Basel Committee on Quantum Supervision, in its "Basic Principles of Banking Supervision", published in October 1999, defined the principles for making transactions with related parties. The main requirement for transactions with related parties made by credit institutions is that the transaction complies with market conditions.

JSC NPO "GAMMA-DELTA" is part of the banking holding "ALFA-BETA HOLDING LIMITED", Cyprus. During its ordinary activities JSC NPO "GAMMA-DELTA" conducts operations with companies that are part of this Holding. Transactions within the companies of the Holding are concluded on the terms corresponding to the market ones.

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

In the composition of other operating expenses of JSC NPO GAMMA-DELTA in 2015, 70% is accounted for by payment for the rental of equipment (instruments), information costs, repair and maintenance costs for the Holding companies. The consultant notes that the amount of the above expenses as part of other operating expenses of JSC NPO GAMMA-DELTA 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 companies of the Holding, regardless of whether they are associated with a predominant (controlling) interest in the capital of the Holding companies.

Features of the capital structure

JSC NPO "GAMMA-DELTA"

At the time of Due Diligence, the authorized capital of the Company is 8,097 thousand rubles.

The authorized capital of the Company is divided into 40,485 ordinary shares face value 200 rub. each. All shares of the Company are issued in non-documentary form.

The number of announced shares is 30 million. ordinary shares with a nominal value of 200 rubles.

In accordance with the List of holders of the Company's securities as of October 03, 2016, issued by the registrar Joint Stock Company "UHVAT", 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 authorized capital of the Company is XXX232,500 rubles.

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 pieces with a par value of 100 rubles. each. All shares are issued in non-documentary form.

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

In accordance with the List of holders 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 authorized capital of the Company is 1,500 thousand rubles. and divided into 1,500,000 ordinary registered non-documentary shares with a par value of 1 rub. each.

In accordance with the List of holders of the Company's securities as of December 31, 2015, issued by the registrar Joint Stock Company UHVAT, 1,080,022 ordinary shares are owned by ALFA-BETA JSC, 419,998 ordinary shares are owned by 3 individuals.

RENDA-ALFA-BETA LLC

In accordance with the Articles of Association of the Company, the amount of the Authorized Capital of the Company is 100 thousand rubles.

In accordance with paragraph 1 of Art. 31.1 of Federal Law No. 14-FZ dated 08.02.1998 “On Limited Liability Companies” The Company must maintain a list of its participants indicating information about each of them, the amount of its share in the authorized capital of the Company and its payment, as well as the amount of shares owned by the Company, the dates of their transfer to the Company or acquisition by the Company.

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

According to the data provided to the Consultant, 99% of the authorized capital of the Company belongs to JSC "ALFA-BETA", 1% of the authorized capital belongs to the Company "ALFA-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 quants for photonic communication, Internet, cable TV and others paid services and also accepts cash to transfer it to personal bank accounts. The main subsidiaries of the Holding are registered in the Russian Federation and operate in accordance with the laws of the Russian Federation.

The operating company of the Holding, a non-banking credit organization GAMMA-DELTA JSC, operates as one of the largest Russian integrated systems of instant alpha transit through quantum metering devices under license No. ... of the Russian Federation. The holding owns the instruments, has its own processing system and software, rents space for the instruments and provides quantum metering devices to NPO GAMMA-DELTA JSC 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.

On the basis of license No. ... of the Bank of the Russian Federation, JSC NCO "GAMMA-DELTA" has the right to carry out certain banking operations.

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

JSC NPO "GAMMA-DELTA" JSC "ALFA-BETA", JSC "ALFA-BETA-Vorkuta", LLC "ARENDA-ALFA-BETA" are part of the banking holding "ALFA-BETA HOLDING LIMITED", Cyprus. In the course of its normal activities, NPO GAMMA-DELTA JSC conducts transactions with companies that are part of this holding. Transactions within the companies of the Holding are concluded on the terms corresponding to the 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 the main procedures of financial control and quantum accounting, quantum management systems, used accounting and managerial quantum accounting standards

The greatest impact on the financial result of the Holding is provided by round-the-clock electronic (including instantaneous) light operations using quantum metering devices as payment for services, including payment for housing and communal services, quantum transactions, collection of quantum funds to their accounts, remote thermal imaging

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

Bank of Russia Regulation No. 242-P, dated December 16, 2003, “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 exercise supervision over 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 following goals:

• Efficiency and effectiveness of financial and economic activities in the course of banking operations and other transactions, the effectiveness of asset and liability management, including ensuring the safety of assets,
• Reliability, completeness, objectivity and timeliness of the preparation and presentation of financial, accounting, statistical and other reports (for external and internal users), as well as information security (protection of the interests (goals) of the credit institution in the information sphere, which is a combination of information, information infrastructure, entities that collect, form, disseminate and use information, as well as systems for regulating the relations that arise in this case).
• Compliance with regulatory legal acts, constituent and internal documents of the credit institution.
• Exceptions for the involvement of a credit institution 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 the timely submission of information to state authorities and the Bank of Russia in accordance with the legislation of the Russian Federation.

Banking risks mean:

• identification, measurement and determination of the acceptable level of banking risks inherent in banking typical opportunities for the credit institution to incur losses and (or) deterioration of liquidity due to the occurrence of adverse events related to internal and (or) external factors of the credit institution's activities;

Internal control in JSC NBCO GAMMA-DELTA 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 of JSC NPO GAMMA-DELTA.

Internal control in JSC NPO "GAMMA-DELTA" 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 internal documents of the Company, including:
  • Internal Audit Service;
  • 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 subdivisions and (or) responsible officer, depending on the nature and scale of the operations carried out, the level and combination of risks assumed.

The internal control system of JSC NCO "GAMMA-DELTA" is organized and operates in such a way as to ensure the appropriate level of reliability corresponding to the 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 units. Control functions. Carried out by the management of JSC NPO "GAMMA-DELTA", heads of departments and authorized employees, are fixed in their official duties.

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

• Control by the governing 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 (receipt and transmission of information) and ensuring information security;
• Monitoring of the internal control system.

In accordance with the Auditor's conclusions on the annual reporting of 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 JSC NCO "GAMMA-DELTA" were not subordinated to and accountable to the divisions managing the respective risks. Heads of the internal audit service and heads of risk management units of JSC NCO GAMMA-DELTA meet the qualification requirements established by the Bank of Russia.

The current internal documents of JSC NBCO "GAMMA-DELTA", which establish methods for identifying and managing credit, operational, market, interest rate, legal risks, risks of loss of liquidity and risks of loss of business reputation, significant for JSC NBCO "GAMMA-DELTA", stress testing, approved by the authorized management bodies of JSC NCO "GAMMA-DELTA" and comply with the requirements and recommendations of the Bank of Russia.

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

The frequency and sequence of reports prepared by the risk management divisions and the internal audit service of JSC NBCO "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 NBCO "GAMMA-DELTA" correspond to internal documents of JSC NPO GAMMA-DELTA. At the same time, the above reports included the results of monitoring by the risk management divisions and the internal audit service of JSC NPO GAMMA-DELTA regarding the assessment of 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 NBCO "GAMMA-DELTA" and its executive management bodies include monitoring compliance by JSC NBCO "GAMMA-DELTA" with the limits of risks and adequacy of own funds (capital) established by the internal documents of JSC NBCO "GAMMA-DELTA". In order to monitor the effectiveness of the risk management procedures used in JSC NCO "GAMMA-DELTA" and the sequence of their application, the Board of Directors of JSC NCO "GAMMA-DELTA" and its executive management bodies periodically discussed reports prepared by risk management units and the internal audit service, reviewed proposed remedial measures.

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

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

The information management system of the Holding is based on its own information processing system and software described in the Assets Expertise section of this Report.

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

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

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

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

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. The traditional banking business is not developed, the bank has been characterized by increased liquidity for a long time.

Payment system TETA - means of payment, which positions itself as one of the most mature in the country. The system originates from 2001. TETA has chosen cooperation with credit and financial institutions as its primary goal. The TETA payment system provides retail settlement services to credit institutions and other legal entities and their clients

The operator of the payment system "TETA" is the Limited Liability Company Non-Banking Credit Organization "TETA". The legal form of an LLC imposes some restrictions on the affairs of credit institutions, especially with regard to the provision of consumer accounts.

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 NCO "GAMMA-DELTA" are significantly less than the performance indicators of LLC NCO "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.

Comparison of performance indicators of JSC NCO "GAMMA-DELTA" with JSC "TETA Bank" is not considered significant by the Consultant, since even the number of quantum metering devices used by JSC NCO "GAMMA-DELTA" in its activities is only 2% of the number of ATMs used by JSC "TETA Bank" in its activities.

Currently, there are several major quantum systems on the market for quantum devices, offering devices for alpha transit in cash and with the help of banking plastic photons of various services. In addition to the ALFA-BETA payment system, quantum systems such 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 NCO "TETA" as of 01.01.2016.

Comparison of performance indicators of JSC NCO "GAMMA-DELTA" with JSC "TETA Bank" is not considered significant by the Consultant, since even the number of quantum metering devices used by JSC NCO "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 activity (dynamics and structure of revenue and expenses, analysis of the financial result of activity)

The analysis of the financial position and performance of the Holding companies presented below was made for the period from 01/01/2013 to 12/31/2015 based on the accounting data of the Holding companies. A qualitative assessment of the values ​​of the financial indicators of the Holding's companies was carried out taking into account the industry specifics of each company's activities.

Quantum accounting and reporting rules for credit institutions and other 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 values ​​of financial indicators of JSC NPO "GAMMA-DELTA" was carried out taking into account the industry specifics of the organization's activities (industry - "Operations with real estate; Rent, household rental; Other services", classes according to OKVED - 65.12).

Property structure 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 JSC NCO "GAMMA-DELTA" decreased by 29% as of September 30, 2016 compared to their value by 01/01/2016.

The Company's assets for the entire period increased by XXX 804 thousand rubles. (by 27%). Given the increase in assets, it should be noted that the 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 items of the balance sheet asset (in parentheses is the share of the change in the item in the total amount of all negatively changed items):

• 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 largest increase is observed in the lines:

• Funds of credit institutions - 422,189 thousand rubles. (99%);
• Due to customers (non-credit institutions) - 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 sources of the Company's own funds during the analyzed period (from December 31, 2012 to December 31, 2015) increased to 53,003 thousand rubles. (17%).

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

The table contains information about 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 NCO "GAMMA-DELTA"

In accordance with the Regulation 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 related to 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 of fundamental importance 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 JSC NCO "GAMMA-DELTA" are operational risk, legal risk, risk of loss of business reputation and risk of loss of liquidity.

There are no credit, operational and market risks for JSC NCO GAMMA-DELTA.

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

A 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 adequacy of own funds (capital) at a level that corresponds to the nature and volume of operations conducted 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 performance results of JSC NPO "GAMMA-DELTA"

The main financial results of the Company's activities for the entire period under review are given in the table below.

(Table)

In 2015, the value of interest income amounted to XX 233 thousand rubles. Over the past 3 years, annual interest income increased by 15,224 thousand rubles.

For 2015, profit before tax was XX 893 thousand rubles. During the period under review (from 01/01/2013 to 12/31/2015) profit before tax decreased (by 1,330 thousand rubles).

An analysis of the financial position and performance of JSC NBCO "GAMMA-DELTA" revealed the following: instant liquidity assets, which include cash, accounts with the Bank of Russia and other banks, 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 JSC NCO "GAMMA-DELTA" decreased by 29% over 9 months of 2016 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%). Given the increase in assets, it should be noted that the sources of own funds increased to a lesser extent - by 17%.

There are no credit, operational and market risks for JSC NCO GAMMA-DELTA.

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

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

Analysis of key performance indicators of JSC "ALFA-BETA"

A qualitative assessment of the values ​​of financial indicators of ALFA-BETA JSC was carried out taking into account the industry specifics of the organization's activities (industry - "Real estate operations; Rent, household rental; Other services", OKVED classes - 70.71.74).

Property structure and sources of its formation 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 assets of the organization for the entire period decreased by XX 245 thousand rubles. (by 24.3%). Given the decrease in assets, it should be noted that equity decreased to a lesser extent - by 17.2%. The lagging decline in equity relative to the total change in assets is a positive factor.

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

(Diagram)

The decrease in the value of the organization's assets is mainly due to the decrease in the following items of the balance sheet asset (in parentheses is the share of the change in the item in the total amount of all negatively changed items):

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

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

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

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

The equity capital of the organization 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).

Everything aboutDue Diligence

DUE DILIGENCE English. Due diligence - ensuring due diligence, independent collection of objective information and expert evaluation of information about the asset being sold.

All aspects of the state of the company and business are subject to consideration.

In business, transactions are constantly carried out for the acquisition of new assets, for the purchase of enterprises, for direct investment in the form of the purchase of shares in business entities. Main question, which faces any buyer, investor - how not to be deceived, how not to lose on a deal by buying a "pig in a poke"? This is where due diligence can help.

This service, as well as most other types of consulting services, originated in the developed economic systems of the West, initially as an accompanying operation in banking and brokerage operations, and then as a necessary procedure for various transactions and operations that require the preliminary collection of objective information.

The due diligence procedure is a mandatory preliminary step for:

• mergers and acquisitions,
• purchase of shares and shares of enterprises,
• purchase of real estate,
• establishing new partnerships
• provision of loans,
• targeted (including gratuitous or sponsored) financing,
• other financial and commercial transactions, mostly due to the need to provide the buyer (investor, creditor, sponsor, etc.) with reliable information about the subject of the transaction, about the financed enterprise or project.

We can also propose the following classification of situations when it is necessaryduediligence:

Seed- (lit. - "company for sowing")

In essence, this is just a project or business idea that needs to be funded to conduct additional research or create pilot product samples before entering the market.

start up- (lit. - "only emerged company")

A newly formed company with no long market history. Funding for such companies is necessary for research and development and sales.

early stage(initial stage)

Companies that have finished products and are at the very initial stage of its commercial implementation. Such companies may not have a profit, and, in addition, may require additional funding to complete research and development projects.

Expansion(extension)

Companies that require additional investments to finance their activities. Investments can be used by them to expand production and sales, conduct additional marketing research, increase fixed assets or working capital.

bridge financing(lit. - "building a bridge")

This type of funding is for companies that are converting from private to public companies and are trying to list their shares on the stock exchange.

Management Buy Out(lit. - "ransom by managers")

Investments provided to managers and investors of an existing company for the acquisition of existing production facilities or the business as a whole.

Management Buy-In(lit. - "ransom by managers from outside")

Financial resources provided by a venture investor to an outside manager or group of managers for their acquisition of a company.

turn around(lit. - "coup")

Financing companies experiencing certain problems in their trading activities in order to gain stability and a stronger financial position.

Replacement Capital(lit. - "replacement capital") or Secondary Purchase(lit. - "secondary purchase")

Types of DD and their main content:

Operational Due Diligence.

Analysis of the history and development prospects of the company. Analysis of the legal form of the company. Efficiency mark organizational structure and the level of corporate governance. Evaluation of the management and personnel of the company. The main risks identified during the operational Due Diligence. Definition of "failures" in control systems. Identification of informal elements and connections and negative features of the workforce.

Legal Due Diligence.

Checking the legality of constituent documents and the formation of the authorized capital of the company. Checking the legality of the company's management scheme. Assessment of the legitimacy of the appointment and the scope of powers of the governing bodies (CEO, board of directors, etc.). Checking the legal "purity" of the rights to the property of the acquired company. Checking the registration of property rights to real estate and identifying existing encumbrances. Legal verification of ownership of blocks of shares in other companies. Assessment of the risks of challenging the rights to property. Checking the rights and obligations that are part of the business for their existence and validity. Evaluation of various risks of challenging concluded transactions (large transactions and transactions with interest, lack of authority to sign, etc.). Legal due diligence of major licenses and the risks of their revocation or suspension. Legal due diligence of the company's intellectual property objects (patents, trademarks, etc.) and the risks of their contestation or cancellation of registration. Analysis of the risks arising from the application of antimonopoly legislation to the acquired company and the acquisition transaction itself. Assessment of the prospects for approval of the transaction by the antimonopoly authorities. General assessment of the effectiveness of the system of contract work and contracts with major partners for their legal "purity" and identification of the main legal risks. Analysis of the state and prospects of the main ongoing and possible future litigation. Features of the legal risk assessment strategy. Criteria for determining the risks that affect the transaction. Mechanisms for accounting for identified risks when making a transaction.

Tax Due Diligence.

An assessment of the overall tax burden and major taxes paid by the company. Analysis of the prospects for changing the tax burden in connection with the reform of tax legislation or changes in judicial practice. Assessment of the main tax risks. Identification of the risks of claims from the tax authorities. Accounting for the likely outcomes of current and future tax disputes. Inventory and accounting of tax arrears in the price of the acquired company. Determining the legality of tax optimization schemes used by the company. Evaluation of the prospects for the introduction of effective legal tax optimization schemes in the acquired company.

Marketing Due Diligence.

Assessment of the current position of the company in the market. Evaluation of the business reputation of the company. Analysis of the competitive environment and identification of competitive advantages. Analysis of the main existing and potential customers and partners. Assessment of the prospects for the development of the company and the market as a whole. Evaluation of the effectiveness of the distribution system. Assessment of the current situation with the procurement of material resources and services. The main risks identified during marketing due diligence (identification of unfavorable market trends, inefficiency of marketing and procurement policies).

Financial Due Diligence.

Grade financial system business. Analysis of the structure of income and expenses. Analysis of the circle of legal entities, the results of which are involved in the formation of the financial performance of the business. Features of the evaluation of the investment memorandum. Assessment of the adequacy of the accounting and management accounting system. Assessment of the reliability of reporting. The practice of identifying misstatements in reporting in Russian conditions. Assessment of the dynamics of financial indicators. Evaluation of the effectiveness of the company's internal control system. Inventory and valuation of the acquired company's assets (property, accounts payable and receivable, etc.).

Encumbrances of the business, such as financial obligations not taken into account in accounting, with the deliberate concealment of this information by the seller of the enterprise, cannot be detected during a formal audit. Such circumstances can be learned after a certain period of time after the purchase of assets. It is possible to reduce risks if you plan the purchase of the enterprise of interest as two separate transactions:

The first transaction for the acquisition of real estate, production facilities, trademarks and other assets,

And the second transaction, which is the actual purchase of shares or shares of a company that owns these assets.

This scheme can also be supplemented by special written guarantees assumed by the seller of the enterprise, according to which the debts and obligations incurred by the enterprise or its owners before the conclusion of the transaction to acquire this company must be repaid by the former owners of the business.

In addition, the recent raider seizures of businesses and real estate, which in most cases are carried out with the participation of registration authorities and forgery of documents, cause the insufficiency of information and analytical methods for collecting information about the object of the transaction. Practice shows that the due diligence method (due diligence), in addition to traditional verification activities, should also include elements of business intelligence and operational information collection. Limiting itself to checking the title documents in the registration authorities, the buyer (investor) often runs the risk of being involved in lawsuits to challenge the entire chain of previous assignments that change the owners of the object, including those accompanied by arrests and seizure of property.

Sources of information

The information, along with the information provided by the parties to the transaction, must be obtained from independent and very diverse sources. At the same time, it often turns out that the seller (investee company, recipient of financial resources, etc.) is not interested in providing all the requested information and documentation, realizing that some actual data can greatly affect the price of the transaction in the direction of its decrease. Therefore, almost always, information and data on the due diligence procedure (due diligence) have to be obtained independently, or the reliability of the data provided by the seller must be verified in numerous independent sources.

Most of the work is usually carried out on the premises of the enterprise under study. First, conversations are held with senior managers, and members of the project team get acquainted with the forms of doing business. Then the data that the consultant wants to reproduce in the report on the results of the audit are requested, trends and relationships are analyzed within the framework of the financial information set out in management or other reports, and personnel of the enterprise are periodically interviewed. The draft final report also begins to take shape there. This evaluation process is essentially analytical and the extent to which data validation occurs is usually extremely limited. In order to have objective information, it is necessary to compare the obtained internal information with information and explanations obtained from other sources, to explain any significant inconsistencies.

Very often, the procedures for checking property and obligations are combined with their inventory. For this, the consultant (auditor) is included in the inventory commission. At the same time, both the actual condition of the facilities and the technical condition are checked, the market value of the property, suitability for production, wear and tear, the need for repairs (current and capital), the need for fixed assets for business (and the prospects for the sale of unnecessary fixed assets), the need for updating fixed business development funds. Appraisers, as well as relevant technical specialists, may be involved in conducting due diligence.

Of course, in each case there are specific features of Due Diligence in these conditions, however, there are the following general approaches to solving this problem:

obtaining and analyzing information that is in the public domain;

organization of inquiries to various authorities;

initiation of a tax audit (subject to the possibility of further use of the information received);

obtaining information from competitors;

participation in the inventory process,

obtaining insider information from employees of the acquisition target who are loyal to the acquiring company.

Result, report

Based on the results of such a study, if a positive decision is made, an investment proposal or memorandum (investment offer or memorandum) is drawn up, where all the conclusions are summarized and a proposal is formulated for the investment committee (investment committee), which makes the final verdict. As a rule, the drafting of a memorandum means almost a final decision, since in venture business it is customary to trust each other: the investment committee unconditionally relies on the opinion of the executive director or fund manager, who in turn bears full responsibility for the proposal made by him.

The report should include at least the following sections:

• Introduction
• Summary of analysis results
• Company history and market position
• Organizational structure and personnel
• Principles accounting and information systems
• Commercial results
• Net assets
• Flow of funds
• taxes
• Financial Forecast
• Other questions

The ironic Pitch Johnson described his vision of the differences between the American and European venture capitalist: “If you look at the American venture capitalist, this is a dense man, already over fifty years old, quite well preserved, with an impressive track record of victories. On the other hand, his reputation is far from not the best, high blood pressure and progressive myopia ... The European venture capitalist in my mind is a smartly dressed financier, about 30 years old, with a credit card and the flag of the European Community in his hand, walking around the "flea market" and trying to buy second-hand companies at at a low price, fearing at the same time, as if not to stumble into some kind of hole.He is accompanied by a five-year-old urchin dressed in an American cowboy outfit, armed with a six-shooter Colt, who dreams of finding his way in the wild, wild East.

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Law firm "AVENTA":

We offer:

• Legal support of the company

Full legal support of the financial and economic activities of the organization.

• Litigation, legal services

Protection of the client's interests in corporate conflicts, ranging from pre-trial dispute resolution and filing a claim to representing interests in arbitration courts, court for intellectual property rights.

• Due Diligence

Legal, financial and tax Due Diligence, which provides an objective assessment of the state of the business, identifying existing risks and ways to minimize them.

• A full range of services on patent and copyright issues

Reliable protection of the intellectual property of companies, ranging from the registration of trademarks, patenting of inventions, utility models and industrial designs, and ending with the legal protection of intellectual property in court.

• Valuation of material and intangible assets companies

The whole range of valuation services for business: business valuation, stock valuation, real estate valuation, equipment valuation, intellectual property valuation.

• A full range of services on corporate and shareholder law

Provision of consulting legal services and practical legal assistance in the registration of legal entities, accreditation of foreign representative offices and branches. Drafting and amending constituent documents. Services in case of liquidation, bankruptcy and reorganization of legal entities, closing of representative offices and branches.

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Documentation
Audit report
ISA / PSAD Accounting in terms of audit Financial control big four

Due Diligence, due diligence(English) due diligence- due diligence) is a procedure for forming an objective view of the investment object, including investment risks, an independent assessment of the investment object, a comprehensive study of the company's activities, a comprehensive audit of its financial condition and market position. It is usually carried out before the start of the purchase of a business, the implementation of a merger (accession), the signing of a contract or cooperation with this company.

Most often the term is used in finance and law. Abbreviated use of abbreviation DueD, DDG. The method consists of collecting and analyzing information, making a decision and the form of its submission regarding the advisability of entering into certain relationships with counterparties. With the help of DueD, possible risks are assessed (for example, financial, legal, etc.) When collecting information, any information is taken into account, regardless of the sources of its origin. The study of the information received is done by various specialists separately, then a summary analysis is done. The decision is made by DueD experts separately from the customer. The submission form can be detailed (with the application of individual intermediate conclusions of specialists, sources of information), or in the form of a brief recommendation on further actions.

Main sources of research

Documentation

• Corporate Documents(regulations, protocols) - change of control, previous transactions affecting capital.
• Financial statements- a detailed study of assets, existing debts, lease payments, pension contributions, agreements with affiliates and potential liabilities.
• Technical reports- study of environmental and other problems that may entail large costs.
• Market Research/Company Product Reports.
• Main intangible assets : patents, trademarks, trade names and copyrights; licenses.
• Basic tangible assets: mortgages, title documents for real estate and personal property, identification of real estate and assets.
• Contracts : supply and purchase/sale agreements, employee and consultant contracts, leases, license and franchise agreements, loan agreements, shareholder agreements, sponsorship agreements, labor agreements, management agreements, security agreements or other agreements granting other parties the right to acquisition of company assets; sales agreements and product warranties; takeover agreements; social security plans; collective pension plans; a deferred compensation plan and options to purchase the company's shares.

Company management

• Information about finances and owners
• Court cases

External sources

Information about the market and capital. Market and product research. Confirmation of information about the capital of the company. Encumbrance check. Lender check.

Other

Study of patents and trademarks (search for possible infringements of rights to products or trade names). Confirmation of the good financial position of all branches of the corporation, functioning or not. Study of titles of property/insurance of acquisition of title. Valuations of company-owned real estate and its improvements. Any equipment appraisals made by or for insurance companies.

Due diligence participants

The verification can be carried out both by the buyer himself and with the involvement of consultants and experts. The team must necessarily include financial/accounting and legal staff, but it can also include economists, engineers, environmental experts, and others. The successful conduct of the Due Diligence procedure depends on the clear and coordinated work of appraisers, auditors and lawyers, as well as on the timely presentation of reliable information by the seller.

The classical procedure "Deu Diligence" ("due diligence"), according to the modern economist Vishnevetsky A.V. (follower of Abalkin Leonid Ivanovich) is carried out by the following specialists in three stages:

The fulfillment of the goals of the 1st stage is achieved by the work of the appraisers. They determine the market price for a given object and similar enterprises, assess the risks depending on the purpose of the purchase: for use in the existing direction, for subsequent re-profiling (in whole or in part), for merging with the customer’s existing business. Based on the results of the work, the appraisers draw up a report on the valuation of the business, the company's assets.

Execution of tasks at the 2nd stage is carried out by auditors. The work of auditors consists in a comprehensive analysis of the state of the internal control system, the structure of revenue and costs, the degree of risk of the applied tax schemes, analysis of fixed assets, intangible assets, financial investments, receivables and payables, borrowed and own funds, reliability of reporting. The financial due diligence report contains recommendations for minimizing risks when transferring ownership of an object.

Tasks at the 3rd stage are performed by lawyers. Lawyers assess the legal basis for the creation and implementation of the organization's activities: constituent documents, the composition of shareholders (participants), how shareholders' meetings are held and how decisions made at the meetings are implemented; what property and labor relations are based on, how obligations under contracts are fulfilled.

Upon completion of all three stages of teamwork aimed at a comprehensive verification of the legality and commercial attractiveness of the planned transaction or investment project, based on the information provided and processed, the executor of the Deu Diligence procedure generates a conclusion (report, report) that allows investors to draw conclusions and evaluate all advantages and disadvantages of the analyzed cooperation, so necessary for subsequent decisions (Brochure "Report to the investor", A.V. Vishnevetsky, economist, Moscow City, 2010)

see also

Notes

Literature

• Alexandra Reid Lajou, Stanley Foster Reid The Art Of M&A: A Merger/Acquisition/Buyout Guide. - M .: "Alpina Publisher", 2011. - 958 p. - ISBN 978-5-9614-1495-0

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See what "Due diligence" is in other dictionaries:

Due Diligence- (DD), bekannt als "Sorgfaltspflicht" (z. B. von Banken), bezeichnet die "gebotene Sorgfalt", mit der beim Kauf bzw. Verkauf von Unternehmensbeteiligungen oder Immobilien oder einem Börsengang das Objekt im Vorfeld der Akquisition oder des… … Deutsch Wikipedia

due diligence- n 1: such diligence as a reasonable person under the same circumstances would use: use of reasonable but not necessarily exhaustive efforts – also called reasonable diligence; ◇ Due diligence is used most often in connection with the performance… … Law dictionary

Due Diligence

due diligence- Le due diligence est un concept anglo saxon (littéralement: diligence raisonnable) qui signifie que le sujet doit travailler à se prémunir lui même contre tout élément négatif d une opération qui peut être évité. Due diligence s écrit sans trait ... Wikipedia en Français

Due Diligence- Due Di|li|gence, die; , s loc. sost. f. inv. (econ.) verifica del valore (di una società) □ (banca) valutazione del credito … Sinonimi e Contrari. Terza edition