A Practical Guide to Financial Due Diligence  
Third Edition
Author(s): B D Chatterjee
Published by Bloomsbury Publishing India Pvt. Ltd
Publication Date:  Available in all formats
ISBN: 9789356402966
Pages: 570

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An effective Financial Due Diligence exercise is the cornerstone of a successful Merger & Acquisition deal between a prospective buyer and a seller willing to carry out an arm’s length deal throwing up a win-win situation for both. A robust Financial Due Diligence is even more necessary in today’s business environment, fraught with uncertainties, to critically assess the health and hygiene of the target entity to drive a proper valuation acceptable to both the constituents.

This book will equip you with the knowledge, practical tools and techniques you need to enable you to conduct an effective Financial Due Diligence. It also discusses aspects of corporate restructuring including the possible impact of the ongoing pandemic on the target organization.

Key features

    A curtain raiser on corporate restructuring.
    Impact of the ongoing pandemic on the Financial Due Diligence exercise on the target organization.
    Broad commentary on the due diligence approach with broad emphasis on Financial Due Diligence.
    The seller side approach to Financial Due Diligence and the pitfalls leading to proverbial black hole of valuation.
    Deep dive into the buyer side approach to Financial Due Diligence.
    Financial Modelling as an important tool use for financial due diligence.
    Financial Statement Analysis and use of financial ratios with illustrations to support the conclusions of Financial Due Diligence.
    Various methods used in Business Valuation with illustrations.
    Risk Analysis and Management as an integral part of Financial Due Diligence exercise.
    Distress Analysis of target entities.
    Illustrations and Case studies picked up from practical experience of the author.
    Contains a questionnaire for guideline on how to carry out a Financial Due Diligence exercise.

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Description

An effective Financial Due Diligence exercise is the cornerstone of a successful Merger & Acquisition deal between a prospective buyer and a seller willing to carry out an arm’s length deal throwing up a win-win situation for both. A robust Financial Due Diligence is even more necessary in today’s business environment, fraught with uncertainties, to critically assess the health and hygiene of the target entity to drive a proper valuation acceptable to both the constituents.

This book will equip you with the knowledge, practical tools and techniques you need to enable you to conduct an effective Financial Due Diligence. It also discusses aspects of corporate restructuring including the possible impact of the ongoing pandemic on the target organization.

Key features

    A curtain raiser on corporate restructuring.
    Impact of the ongoing pandemic on the Financial Due Diligence exercise on the target organization.
    Broad commentary on the due diligence approach with broad emphasis on Financial Due Diligence.
    The seller side approach to Financial Due Diligence and the pitfalls leading to proverbial black hole of valuation.
    Deep dive into the buyer side approach to Financial Due Diligence.
    Financial Modelling as an important tool use for financial due diligence.
    Financial Statement Analysis and use of financial ratios with illustrations to support the conclusions of Financial Due Diligence.
    Various methods used in Business Valuation with illustrations.
    Risk Analysis and Management as an integral part of Financial Due Diligence exercise.
    Distress Analysis of target entities.
    Illustrations and Case studies picked up from practical experience of the author.
    Contains a questionnaire for guideline on how to carry out a Financial Due Diligence exercise.

Table of contents
Contents
About the author v
Preface vii
Table of contents xi
Chapter 1 Corporate Restructuring 1.1
Chapter 2 Due Diligence Approach 2.1
Chapter 3 Seller side Financial Due Diligence 3.1
Chapter 4 Buyer side Financial Due Diligence 4.1
Chapter 5 Financial Modelling 5.1
Chapter 6 Financial Health and Hygiene Analysis 6.1
Chapter 7 Business Valuation Methods 7.1
Chapter 8 Risk Management and Financial Due Diligence 8.1
Chapter 9 Distress Analysis 9.1
Chapter 10 Case Studies 10.1
Annexure Financial Due Diligence Questionnaire A-1
Biographical note

B.D. Chatterjee [FCA, ACMA, ACS, Dip IFR (ACCA - UK)]

B D Chatterjee is a business and finance leader with over 40 years of rich industry experience in overall business and finance functions. A Chartered Accountant with CS and CMA qualifications, he holds a diploma in IFRS from UK.

He possesses expertise in implementation of best practices in finance, corporate governance, change management through business process and financial re-engineering and enterprise risk management. He has rich experience in mergers and acquisitions including financial due diligence and business valuation.

He has extensive knowledge and experience in industries like industrial gases, engineering polymers, agrochemicals, FMCG and dairy products, health care and manpower services, among others.

Apart from consulting practice, he has handled many high-profile leadership positions like CFO/VP/Director Finance assignments in global MNCs (Linde, DuPont, and Kelly Services) and large Indian conglomerates (Mother Dairy group, Max India).

He has also been associated with an International Institute as a visiting faculty and taught finance professionals, Diploma in IFRS as well as certificate courses of IFRS organized by ACCA Global (UK).

Currently he is associated with a reputed international think tank, ACCESS Health International Inc. as their global CFO for the past six and a half years. The operation of the organization spans across countries like the United States, South Asia, China, Middle East, and Southeast Asia. This stint has provided him invaluable experience in handling global finance and compliance management.

He is an established author, and his books include contemporary business and finance topics like International Financial Reporting Standards (IFRS), Indian Accounting Standards (Ind AS), Business Valuation, Financial Due Diligence, Enterprise Risk Management and Corporate Governance published by reputed publishers. All his books have been showcased on his website bdchatterjee.com.

Linked in profile: in.linkedin.com/pub/biswajeet-chatterjee/2/5a9/b6/

Excerpt

Third edition, 2023

Second edition, 2021

First published in India, 2021

© Bloomsbury Publishing India Pvt. Ltd

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About the author

B D Chatterjee is a finance leader with over 40 years of rich industry experience in overall business and finance function. He is a Chartered Accountant with CS and CMA qualifications and holds a diploma in IFRS from UK.

During his long and enriching career, he has handled many high-profile leadership positions like CFO/VP/Director Finance assignments in global Multinationals (BOC Gases, DuPont, and Kelly Services) both in India and abroad and large Indian conglomerates (Mother Dairy group, Max India) in India. In handling the above positions, he acquired extensive knowledge and experience in industries like industrial gases, engineering polymers, agro chemicals, FMCG and dairy products, health care and manpower services, among others.

Apart from the above he also has a deep consulting experience in managing CFO solutions including Enterprise Resource Planning Systems projects in various industries spanning from food and beverage (PepsiCo franchisee), telecom, auto ancillary industries, and Quick Serve Restaurant chain (McDonalds) to name a few.

He possesses expertise in implementation of best practices in finance, corporate governance, change management through corporate restructuring, business process and financial re-engineering and enterprise Risk Management. He has rich experience in Mergers and Acquisitions including financial due diligence and business valuation.

He had also been associated with an International Institute as a visiting faculty and taught finance professionals Diploma in IFRS as well as certificate courses of IFRS organized by ACCA Global (UK).

Currently, he is associated with a reputed International Think Tank ACCESS Health International Inc as their global CFO for the past six years. The operation of the organization spans across countries like the United States, India, China, Middle East, and Southeast Asia. This stint has provided him invaluable experience in handling global finance and administration in digital space, intricate compliance management prevailing in various countries, risk management and international governance processes like global Audit and Assurance process including Audit Committee and international Board Meetings.

He is an established author, and his books include contemporary business and finance topics like International Financial Reporting Standards (IFRS), Indian Accounting Standards (Ind AS), Business Valuation, Financial Due Diligence, Enterprise Risk Management and Corporate Governance published by reputed publishers. For details of all the books please refer to his website bdchatterjee. com

Linked in profile: in.linkedin.com/pub/biswajeet-chatterjee/2/5a9/b6/

Address:

1/B Panditia Place

Kolkata 700029

West Bengal

Mobile: 9810119275

Preface

In these uncertain times we witness on the one hand conventional businesses going out of existence one by one and on the other new doors of opportunities opening up in other spheres. As a fall out of this, the emergence of inorganic growth through mergers and acquisitions has become more relevant, where financially viable organizations are planning to take over comparatively weaker organizations to bring about more synergies and usher in consolidation and growth for the foreseeable future. This thought induced me to come up with a book on Financial Due Diligence based on my practical experience of many years.

It is known that an effective financial due diligence exercise is the cornerstone of a successful merger & acquisition deal between a prospective buyer and a seller willing to carry out an arm’s length deal throwing up a win-win situation for both. A robust financial due diligence is even more necessary in today’s business environment to critically assess the health and hygiene of the target entity and drive a proper valuation acceptable to both the constituents.

The book professes to address the following areas:

(a) It starts with a curtain-raiser on corporate restructuring including the possible impact of the ongoing pandemic on the target organization,

(b) It provides a broad commentary on the due diligence approach,

(c) The seller side approach to financial due diligence and the pitfalls leading to a proverbial black hole of valuation has been explained,

(d) A deep dive is carried out into the buyer side approach to financial due diligence including detailed checklist to review and evaluate each section of Financial Statements,

(e) It delves into the tools used to handle financial due diligence, which are:

Financial modelling;

Financial statement analysis and use of financial ratios;

Various methods in use in Business Valuation with illustrations;

Distress Analysis of target entities.

(f) It discusses in detail Enterprise Risk Management through control environment, mitigating defective controls and its impact on Financial Due Diligence approach,

(g) Finally, it highlights certain practical case studies, which I picked up from my experience of many years in this field.

(h) At the end, a brief questionnaire has been added as guidance to carry out financial due diligence exercise.

I would like to take this opportunity to mention that while considerable care has been taken to ensure that the contents of the book are accurate, a few errors and omissions might have crept in, for which I seek with all humility to my readers to bear with me.

I would like to dedicate this book to my wife Debika, my daughter Bidyut and my son Badri, all of whom have stood by me while developing this body of work.

B D Chatterjee

1/B Panditia Place

Kolkata 700029

West Bengal

Email: bdchatterjee105@gmail.com

bdchatterjee.com

Contents at a glance

About the author

Preface

Table of contents

Chapter 1 Corporate Restructuring

Chapter 2 Due Diligence Approach

Chapter 3 Seller side Financial Due Diligence

Chapter 4 Buyer side Financial Due Diligence

Chapter 5 Financial Modelling

Chapter 6 Financial Health and Hygiene Analysis

Chapter 7 Business Valuation Methods

Chapter 8 Risk Management and Financial Due Diligence

Chapter 9 Distress Analysis

Chapter  10 Case Studies

Annexure Financial Due Diligence Questionnaire

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