Hero Honda Demerger

Table of Contents 1. ABSTRACT3 2. INTRODUCTION4 3. MATERIALS ANS METHODS5 4. ANALYSIS5 5. Conclusion14 6. References15 1. ABSTRACT THE JOINT VENTURE A joint venture between Hero Group and Honda Motor Company was established in 1984 as the Hero Honda Motors Limited at  Dharuhera Haryana. Hero  is the brand name used by the Munjal brothers for their flagship company Hero Cycles Ltd. Honda is world’s largest selling two wheeler company based in Japan. Munjal family and  Honda  group both own 26% stake in the joint venture Hero Honda motor Corporation.However the Hero Honda group was set for a split at the end of 2010. After the split Munjal family will buy Honda Motor’s 26% stake for around $1 billion, or a little less than half the current value of the stake in the stock market. The Japanese auto major will exit the JV through a series of off market transactions by giving the Munjal family an additional 26% share. Honda, which also has an independent fully owned t wo wheeler subsidiary (Honda Motorcycle and Scooter India (HMSI) will exit Hero Honda at a discount and get over $1 billion for its stake.The discount will be between 30% and 50% to the current value of Honda's stake as per the price of the stock. The Munjal family plans to compensate Honda through high royalty payouts, which could double to nearly 6% of net sales. However, key financial institutions have objected to this move, saying that the deal could favour the Munjals but be detrimental to other shareholders. Honda will continue to provide technology to Hero Honda motorbikes until 2014 for existing as well as future models. And after 2014 both companies Honda Motorcycle and Scooter India and Hero Motor corporation will compete with each other.Hero group will have full access of the overseas market as well and Honda group can compete full fledged in Indian market In this project report we have analyzed strategic motives behind the deal, differences which led to the fall of joint venture, legal and regulatory implications of the deal (through various disclosure requirements and new licensing agreements). WHY THIS PROJECT IS WRITTEN AND WHAT IS DISCOVERED Hero group is world’s largest selling bicycle company and Honda motor cop. Is world’s largest two wheeler company. This was India’s most successful joint venture.Merger of these two companies one Indian and one foreign company has to go with lots of legal regulations and strategic business implications. Demerger of these companies has to deal with many legal regulations and this merger has been taken based on changing business strategies and markets. Key concerns that this project has dealt with are. * How much successful the joint venture was? * Reasons of success of the JV. * What are the main clauses in MOU signed by the two companies? * What lead them to demerger? * What is the mode of exit from demerger? * Will open offer be required to make by hero group? Mode of funding by hero g roup to acquire 26% share of Honda group. * Does the investment by Investors in hero group require prior Government or FIPB approval? * What are the discloser requirements under proposed share transfer? 2. INTRODUCTION PROBLEM STATEMENT Analysing legal, financial and strategic issues in demerger of two companies involving an Indian and a foreign company. The demerger involves many key issues to deal with before it will go on demerger. The legal issues has some key components like * Open offer under takeover code. * Prior government approval or FIPB approval. Disclosure requirement by Hero group under takeover code and under SEB guidelines. * Mode of acquisition of shares. * Tax implications on Honda group Japan. Mode of financing by hero group to take 26% shares of Honda group is also a point of concern the key area of emphasis on it are * Bridge Financing * Funding from private equity investors Business strategies of both companies involved also came as lead to demerger the key iss ues in it are * India is a liberalised economy now. * Honda is third largest two Wheeler Company in India. * Vendor issue to supply parts. * Export market.Latest and successful technical capabilities of Honda motors and the reliability of Hero Group with pan India presence made an effective combination. Honda motors technical expertise provided better fuel efficient motorcycles and was easily sold through Hero Group‘s deep distribution network. Absence of any major competitor in the initial years helped the Company make the best of the growing market demand for motorcycles. With the decrease in price difference in comparison with scooters, that were the more popular choice earlier, the Company was able to successfully stabilize in the Indian market.Fallout of the joint venture all begin with personal interest coming into picture more than the joint venture. On December 26th 2010 when in a joint press conference both companies made public, selling of HM Japan‘s holding of 26% in the Company to Hero Group. Company also disclosed a Memorandum of Understanding signed between the Company, HM Japan and Hero Group pursuant to which the parties would enter into a new license agreement. This proposal was rolled out keeping with the plan and taking the first step in the phased process of the HM Japan‘s exit from the Company.This decision meant curtains for the 26 year old Indo-Japanese partnership. 3. MATERIALS AND METHODS The research methodology applied in this project has been of secondary research because most of the data required for analysis is easily available on internet. Since the objective of the project is to explore the strategic motivations behind the deal, various legal implications arising from the deal and how the legal issues were handled, the annual reports of Hero Honda Motor corp. and websites of various regulators who had a bearing on the deal was of great help.We have analyzed the annual reports of Hero Honda Motor comp for years 2010-11 and 2011-12 to get the facts of the demerger and the company’s opinion about the demerger. Because the pre-demerger company Hero Honda Motors Ltd. was also a listed entity the information regarding various MOUs signed between Hero Honda Motors Ltd. and Honda Motors Co. for transfer of technology or other assets is available on BSE website. The websites of regulators like RBI and SEBI also provides for regulations regarding permissible route of acquisition, foreign parties providing finance for the deal and legal ; regulatory aspects of the deal.For further complete and updated information on the demerger deal we have read the articles regarding the deal form leading newspapers like The Economic Times, The Times of India and Business Standard. The equity research reports of ICRA have also proved instrumental in providing long term implications of the transactions between Hero Honda Motors Ltd. and Honda Motors Co. Japan. Moneycontrol. com has also been useful to get im portant information for investors as a result of the deal. The information thus obtained from these sources has been classified into commercial information and legal ; regulatory information.Where the commercial information tracks the past record of the company, strategic motivations of demerger, splitting and transfer of assets, post demerger structure of the company and post merger asset sharing or asset transfer agreements. 4. ANALYSIS We have analyzed this demerger deal right from pre formation of joint venture stage to post termination of the joint venture. This covers the structure of the company before and after demerger, strategic aspects of the deal, and Legal ; Regulatory considerations of the deal and transition challenges for both the companies as a result of demerger.DEMERGER Hero Honda Demerger| Company (India)| Hero Honda Motors Ltd. | Seller (Japan)| Honda Motor Company Ltd. | Buyer (India)| Hero group through Hero Investments Private Ltd. | Proposed Transaction| Buy out of 26% stake of Hero Honda Motors Limited by HPIL as currently held by Honda Motor company Ltd. | Brief introduction of the companies’ party to the deal Hero Honda Motors Ltd: Company is a joint venture between the Hero Group of India (through Hero Investments Private Limited and Bahadur Chand Investments Private Limited) and Honda Motor Company Limited of Japan.The Company was incorporated on January 19, 1984 and is headquartered in New Delhi. Company is the world‘s largest two-wheeler company in terms of sales volumes, a position that it has been holding for the last 9 consecutive years. Company has 3 manufacturing facilities, located at Gurgaon (Haryana), Dharuhera (Haryana) and Haridwar (Uttarakhand) with an aggregate capacity to produce 5. 4 million vehicles per annum. It has an extensive sales and service network spanning around 4,500 customer touch points and ability to increase reach in new geographies and growth markets has proven to be very beneficial for the company.Honda Motor Company Limited (â€Å"HM Japan†): Established in 1948, Honda has remained on the leading edge by creating new value and providing products of the highest quality at a reasonable price, for worldwide customer satisfaction. In addition, the Company has conducted its activities with a commitment to protecting the environment and enhancing safety in a mobile society. The Company has grown to become the world's largest motorcycle manufacturer and one of the leading automakers.With a global network of 466* subsidiaries and affiliates accounted for under the equity method, Honda develops, manufactures and markets a wide variety of products, ranging from small general-purpose engines and scooters to specialty sports cars, to earn the Company an outstanding reputation from customers worldwide. Hero Group (â€Å"Hero Group†): Hero Group is a vast conglomerate of companies owned by the Munjal family, either in the form of collaborations, joint ventures or fully-owned subsidiaries with a turnover of more than INR 100 billion annually (app. USD 2. 2 billion). These companies have a presence largely in automobiles, automobile components, finance, bicycles, real estate and steel business. It began with the establishment of Hero Cycles Limited, based in Ludhiana, Punjab. The business was started by the four Munjal brothers establishing a bicycle spare parts business in Amritsar in the year 1944. By 1975, Hero Cycles Limited became the largest bicycle manufacturer in India. Over the years, they started moving into other fields, most notably the motorcycle sector and the Hero Group now consists of more than 18 companies.The Hero Group besides being the world‘s largest manufacturers of bicycles, motorcycles and chains to this date, has in recent year also diversified into newer segments like Information Technology, IT Enabled Services and Financial Services Hero Investments Private Limited (â€Å"HIPL†): HIPL is a non-banking f inancial company registered with Reserve Bank of India (NBFC) and is part of the Munjal-family owned Hero Group. Recently in July 2010, pursuant to a family arrangement, all of Hero Cycles Limited shares in the Company were transferred to HIPL, which is held by partnership firm Brij Mohan Lall Om Prakash.Along with Bahadur Chand Investments Private Limited, HIPL is one of the promoters of the Company. Bahadur Chand Investments Private Limited (â€Å"BCIPL†): Bahadur Chand Investments Private Limited is part of the Hero Group and is also one of the promoters of the Company. It is an investment company primarily involved in the promotion and assistance of the Hero Group of companies and also actively involved in investments in the Group companies. This company too is held by the partnership firm Brij Mohan Lall Om Prakash Pre termination ScenarioThis part would primarily deal with the formative years of the Company, the key commercials of the joint venture and the reasons for s plit between Hero Group and HM Japan. Shareholding pattern pre termination: Formation of Joint Venture 1. Market dynamics before the joint venture between Hero Group & HM Japan: Subsequent to independence and until the 1980s, foreign companies were not permitted to enter the Indian market. These restrictions were relaxed to a certain extent in the mid 1980s when foreign companies were allowed to enter the market through minority joint ventures.This period saw the setting up of numerous joint ventures along with foreign companies, and the Company was one such example. This joint venture provided HM Japan an entry route to Indian market and was incorporated in 1984. 2. Hero Group’s position before the joint venture: Prior to the joint venture, Hero Cycles Limited had established itself as one of the major manufacturers of bicycles in India and manufactured close to 16,000 bicycles a day. In the process, they had nurtured an excellent network of dealers and distributors to serve India‘s expansive markets.This would go on to be one of the critical factors for the Company‘s success in India and was something that most other companies had not achieved to that by that time. 3. HM Japan looks for a partner to enter into India: HM Japan was already renowned for its technological expertise in the automobile and motorcycle manufacturing sector and was looking for a suitable partner in India. Their initial plans called for an entry into the two-wheeler market as well as the electric generator market and accordingly Kinetic Engineering Limited was their first choice for partnership in India.They entered into a joint venture in 1984 but this was terminated in 1998. Hero Group was their next choice for their motorcycle venture 4. Why did HM Japan select Hero Group for the joint venture? The Hero Group through their company Hero Cycles Limited had made a mark for themselves in the Indian market. Hero was a well-known and respected brand name and an associat ion with Hero would make the entry into Indian market a lot easier for HM Japan. Hero Cycle Limited‘s engineering capabilities, their know-how, experience in handling large volume production and their extensive distribution networks were also attractive factors in their favour.Their tight focus on financials and raw material processes also made them a suitable partner for HM Japan 5. How was the joint venture formed? Hero Group first signed the technical agreement with HM Japan in June 1984. This agreement was renewed in 1994 and again in 2004. The joint venture was in the nature of HM Japan providing technical know-how, setting up manufacturing facilities and future research and developments assistance. In consideration for this technological support, HM Japan would receive a lump sum fee of USD 500,000 and 4% royalty on spare parts.At the beginning, both partners held a 26% stake in the equity of the Company. Another 26% was sold to the public and the rest was held with fina ncial institutions. An important restriction under the agreement prevented Hero Group from collaboration with any other foreign player or allowing the Company to export its products. Hence, right from the beginning, the target for the Company was only limited to the Indian market 6. Most successful joint venture of India: Over the year, Company has grown consistently, earning the title of the world‘s largest motorcycle manufacturer after having manufactured 1. million vehicles in 2001. They have retained this distinction till date and have an annual sales volume of over 2 million motorcycles, also owning Hero Honda ‘Splendor‘ which is the world‘s biggest motorcycle brand. They have successfully penetrated markets across the nation with over 5,000 outlets. In the last financial year 2009-2010, the company had total unit sales of 4,600,130 two-wheelers, a total net operating income of INR 158. 605 billion (app. USD 3. 52 billion) and a growth of 28. 1% 7. Reaso ns for the success of this venture:Sound and proven technical capabilities of HM Japan and the reliability of Hero Group made an effective combination. HM Japan‘s technical expertise provided better fuel efficient motorcycles and was easily sold through Hero Group‘s deep distribution network. The fact that there were no major competitors in the initial years helped the Company make the best of the growing market demand for motorcycles. With the decrease in price difference in comparison with scooters, that were the more popular choice earlier, the Company was able to successfully stabilize in the Indian market.Fall of Joint Venture It all began when the Company, Hero Group and HM Japan, in a joint press release dated on December 16, 2010, conveyed the decision to terminate the celebrated joint venture. The parties made public, the fact of selling of HM Japan‘s holding of 26% in the Company to Hero Group. Further, on the same date, Company also disclosed a Memorandu m of Understanding (MOU) signed between the Company, HM Japan and Hero Group pursuant to which the parties would enter into a new license agreement.This decision meant curtains for the 26 year old Indo-Japanese partnership. 1. Key clauses in the MOU signed between both the parties: In a meeting held on December 16, 2010, the board of directors of the Company approved the new licensing arrangement with HM Japan concurrent with the Hero Group‘s proposed acquisition of 26% stake held by HM Japan in the Company. 6 The highlights of this new arrangement (as per the press release from the Company) are given below7: All existing products of the Company to continueThe fresh licensing agreement with HM Japan to provide new models to the Company Company will have the freedom to export to new markets Company will have the independence to set-up its own research and development (R&D) and new product development capabilities and acquire technology No change in ongoing operations Process fo r smooth transition was finalized between the parties Name of the Company and the brand name to be changed over time Subsequently, vide a disclosure made on January 24, 2011, Company confirmed that HM Japan and the Company had executed the final binding licensing greements on January 22, 2011 with respect to existing products and new products following the MOU of December 16, 2010, which had been approved by their respective boards of directors. 2. What are the main reasons for the split? In spite of being the largest two-wheeler manufacturer in the world and riding on one of the most successful joint ventures, it seems like both the partners have had some misgivings. Key reasons that could have played a role in this historic descend are discussed here: i) Supply of components: HM Japan asked the Company to increase the supply of components ordered from HM Japan which led to disagreement between two parties for the first time. HM Japan wanted to increase its royalty from the sales o f components in the joint venture, but has been unable to do so because the bulk of the sales of almost 60%, are contributed by relatively older bikes â€Å"Splendor† and â€Å"Passion† for which the components are relatively standard and the profit margins are less (ii) Reluctance to share key technology: More stringent emission norms are set to kick in by 2015 for two-wheeler makers in India.The new Bharat Stage IV norms (BS-IV), to be imposed across India for two-wheelers by then, would be very different from the Bharat Stage III norms (BS-III) applicable today. Manufacturers are expected to make technical changes to their vehicles accordingly. Industry sources say that HM Japan and other global two-wheeler makers are investing heavily on upgrading technology to comply with new emission norms in different parts of the world. While the Indian two-wheeler market will move to BS-IV (corresponding to Euro-IV) in 2015, the European region will be upgraded to Euro-V in th e same period.HM Japan knows that better fuel injection systems are required to meet the next level of emission standards in India. HM Japan has invested heavily in making its products more fuel-efficient and it is aware that it does not stand to gain much by sharing this crucial technology with the Company. This seems to be one of the reasons why HM Japan opted to end its 26-year-old alliance with the Hero Group (iii) Brand confusion: Analysts feel that the expansion of Honda Motorcycle and Scooter India Private Limited (HMSI) and the overlaps between the two companies (i. e.HMSI and the Company) is hurting the Company. They also feel that this is leading to brand confusion because the products of both the companies are out in the market and they seem to believe that the consumer is getting confused as to which is the real ‘Honda‘ (iv) Distrust between the two companies: Certain board members also feel that there has been preferential treatment that has been given to HM SI when it comes to product and technology. They feel high-margin products seem to have found out their way into the HMSI stable whereas the low-margin products seem to have gone the way of the Company. v) Bar on exports hurt the long term growth of the Company: The board members also feel that the bar on exports for the Company is not an equitable arrangement. So far, the joint venture did not permit the Company to set foot overseas. An industry peer such as Bajaj Auto Limited exports about 30% of its motorcycles in a year. As a consequence, under the MOU and the new licensing agreement, Company won‘t have geographic constraints. (vi) Liberalization of FDI norms: The regulatory restrictions did not permit foreign investments in the 1980s.Joint ventures were a necessity at the time, done more from legal compulsions rather than commercial aspirations. Today, there are fewer restrictions. Global companies in most sectors, seeking to enter India, can make pure commercial decision s for themselves, if they want to set up a 100% subsidiary in India or enter through a joint venture. Companies with a strong network and international operating experience may like to come into India through a 100% stake and this is what HM Japan is aiming for. Post Termination of Joint VentureOffshore Japan 9. 75% 38. 04% 8. 67% 17. 33% + 26% .21% 26% INDIA Financial Institutions Individual Promoters BCIPL Hero Honda Motors Limited Bain Capital India Private Investors Lathe Investors Private Limited Honda Motor Company Limited HPIL Others 1. Mode of Exit: As mentioned further above, the parties initially made it clear that the termination of the joint venture will happen by way of the acquisition of the full 26% holding of the Company held by HM Japan by HIPL.On March 8, 2011, HIPL made a filing to the BSE and NSE as required under Regulation 3(3) of the SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 1997 (Takeover Code) thereby disclosing that it proposes to acquire the entire 26% shareholding of the Company, currently held by HM Japan, on or about March 22, 2011. As a consequence of such an acquisition, the Hero Group, through its subsidiary HIPL, will consolidate its holding in the Company to 43. 33%. In combination with BCIPL, Hero Group will, thus, indirectly hold 52% in the Company. . Mode of Funding the Deal: Hero Group announced on March 8, 2011 that HIPL will be acquiring the 26% shareholding of the Company from HM Japan for a deal size of INR 38. 418 billion, which breaks into INR 739. 97 (app. USD 16. 44) per share of the Company. The announced purchase price is at a sharp discount than the market price of the shares of the Company. Interestingly, on the date of announcement of the deal size, the share price of the Company on the stock exchange in India is almost double than the acquisition price per share.HIPL has sourced the funds for the said acquisition of 26% stake of the Company in the following form: (i) Bridge Financi ng: HIPL has pledged its entire shareholding of 17. 33% in the Company in order to bridge finance its buyout of HM Japan‘s 26% stake in the joint venture. HIPL has pledged: (a) 10,741,798 shares representing 5. 379% of stake in the Company towards Axis Trustee Services Limited; (b) 11,935,331 shares representing 5. 977% of stake in the Company towards IL&FS Trust Company Limited; and (c) 11,935,331 shares representing 5. 977% of stake in the Company towards IDBI Trusteeship Services Limited.The above mentioned shares have been pledged by HIPL to issue short term debt, through non-convertible debentures expiring in 3 months, to fund the purchase of the shares of the Company from HM Japan. Insurance companies, Non-banking financial companies and mutual funds have bought the short-term bonds of the Company. (ii) Funding from private equity investors: Preceding the pledge of shares of the Company by HIPL, HIPL had made an application to the Foreign Investment Promotion Board (FIPB ) in respect to foreign investment in HIPL by certain private equity investors for the purpose of acquisition of the stake of the Company held by HM Japan.As the consideration involved is in excess of INR 12 billion (app. USD 266. 66 million), and the investment requires prior FIPB approval, the same needs to be approved by the Cabinet Committee on Economic Affairs (CCEA? ), in addition to the FIPB. Subsequent to the approval from the CCEA and FIPB, HIPL would repay the short term debt raised from the debenture holders from the funds invested by the Investors in HIPL. 3. Who are the offshore private equity investors investing in HIPL? : Dr. Brij Mohan Lall Munjal, Chairman of the Company, confirmed that HIPL has signed ? efinitive agreements? with private equity firms BC India Private Investors II, an affiliate of Bain Capital LLC, and Lathe Investment Private Limited, a wholly owned subsidiary of Government of Singapore Investment Corporation (Ventures). HIPL proposes to fund the a cquisition by issuing securities to the Investors worth INR 45 billion (app. USD 1 billion). BC India Private Investors II has agreed to pick up 70% of the investment and the balance 30% will be held by Lathe Investment Private Limited. 4. What is the speculation regarding payment of royalty under the new licensing arrangement? As was expected, HM Japan will end up selling its 26% stake to the Hero Group at a substantial discount to the market price. To offset this, there is a speculation that the Company would now have to pay higher royalty amounts till 2014 as an arrangement under the new licensing agreement entered between the parties on January 22, 2011. In addition, experts say the Japanese automaker's royalty from the Company will `most likely' be subject to corporate tax in Japan. Interestingly, on December 18, 2010, Japan's Nikkei daily reported that HM Japan would divest its stake to its Indian partner for INR 54 billion (app.USD 1. 2 billion) when the current market value of its holdings is nearly INR 99 billion (app. USD 2. 1 billion), that is, at a discount of nearly 45% to the market. However, as per a report, HM Japan's royalty from the Company is expected to jump three-fold, from the present 2. 6% of total sales to 8%. This will last 3 years till 2014 when the technology pact between the two partners expires. At present, this royalty outgo is around INR 4. 2 billion (app. USD 93. 33 million), which will triple to nearly INR 14 billion (app. USD 311. 11 million) per year, for the next 3 years.In the process, HM Japan will get over INR 40 billion (app. USD 888. 88 million), as pre-tax royalty. However, the Hero Group has denied any increment in rate of payment of royalty to HM Japan and the licensing agreement signed between the two groups on January 22, 2011 seeks to keep the royalty rate at around 2. 3 -3% 5. What are the consequences of HM Japan exiting the joint venture? How does it impact on the future of the Company? : Continuation of suppor t from HM Japan in the form of a licensing agreement related to technology transfer for new products is expected to provide the Company an adequate time to put in place ong term alternatives for technology support. On the business side, notwithstanding the cessation of joint venture agreement, the Company may be considered to have the ability to protect its market share and product franchise over the short to medium term benefitting from the Company‘s management‘s knowledge of the Indian consumers, Company‘s wide distribution network, an established supply chain besides strong relationship enjoyed by the Company with its dealers and vendors.The impact on the Company over the longer term would depend on the Company‘s ability to forge alternative technology tie-ups and sustain the confidence of all stakeholders. Overall, with the exit of HM Japan, the Company would need to scale up its product development initiatives, which may impact its return indicators goin g forward. Nevertheless, the Company could benefit from expanding its presence in overseas markets through exports and/or by establishing production facilities overseas, something it could not do earlier because of the restrictions under the joint venture agreement with HM Japan.Given the high competitive intensity in overseas markets on account of presence of many players from India, China, Japan etc, Company‘s ability to increase penetration in new geographies and at the same time maintain profitability would be tested in the coming years Legal and regulatory considerations: 1. Will HIPL be required to make an open offer under the Takeover Code?Under the Takeover Code, the open offer requirements are triggered in the following three situations: (i) 15% shares or voting rights: When an acquirer acquires shares or voting rights which entitles it to exercise 15% or more of the voting rights in a listed company. (ii) Creeping acquisition limit: When an acquirer, who holds 15% or more, but less than 55% shares or voting rights in a company, acquires, additional shares or voting rights entitling him to exercise more than 5% of the voting rights of a company, in a given financial year. iii) Voting Control: When an acquirer acquires control over the target company, irrespective of whether or not there has been any acquisition of shares or voting rights. However, Regulation 3 of the Takeover Code provides certain exemptions from the open offer requirements one such exception is inter se transfer of shares amongst â€Å"qualifying promoters†; provided that the transferor promoter as well as the transferee promoter has been holding shares in the target company for a period of at least 3 years prior to the proposed acquisition.Since, shares of the Company are proposed to be purchased by HIPL from HM Japan, and both HIPL and HM Japan have been named as promoters in the shareholding pattern disclosed to the stock exchanges for the past 3 years, the inter se t ransfer of shares amongst them should not trigger the open offer requirements under the Takeover Code. 2. Does the investment by Investors in HIPL require prior Government / FIPB approval? Regulation 4. 6. of the Consolidated Foreign Direct Investment Policy, released on October 1, 2010 (FDI Policy) provides the guidelines for foreign investment into investing companies. Regulation 4. 6. 4 (iii)(a) of the FDI Policy states that – foreign investment in ‘Investing Companies‘ will require the prior Government / FIPB approval, regardless of the amount or extent of foreign investment. Since, HIPL is holding the shares of the Company and is registered as a NBFC as per the list of non deposit accepting NBFCs on the RBI website, foreign investments in HIPL will require prior FIPB approval.Further, as per Regulation 4. 9. 1(ii) of the FDI Policy, the recommendations of FIPB on proposals with total foreign equity inflow of more than INR 12 billion (app. USD 266. 66 million) would be placed for consideration of CCEA. From the press release dated February 23, 2011 issued by the Government of India, Ministry of Finance, Department of Economic Affairs, (FIPB Unit) it is clear that HIPL had applied to FIPB for approval of induction of foreign equity upto INR 45 billion (app.USD 1 billion), and the matter has now been recommended for the consideration of CCEA. 3. Will the Investors be required to make an open offer under the Takeover Code? Since, acquisition of stake in HIPL by the Investors will only give it an indirect holding of less than 15% in the Company, and it does not seem that the Investors would be acquiring control of the Company, the Investors may not be required to make an open offer under the Takeover Code. . What will be the disclosure requirements in respect of the proposed transfer of shares of the Company? Disclosures by HIPL: (i) Under Takeover Code: Since, post the acquisition, the shareholding of HIPL would entitle it to more than 14% shares / voting rights in the Company, HIPL will need to make a disclosure under Regulation 7(1) of the Takeover Code to the Company and to the stock exchanges where shares of the Company are listed.Further, since the acquisitions will be under Regulation 3(1)(e), and the acquisition will be more than 5%, HIPL will be required to notify the stock exchanges where the shares of the company are listed, for information of the public, of the details of the proposed transactions at least 4 working days in advance of the date of the proposed acquisition. ii) Under SEBI (Insider Trading) Regulations, 1992: Since, HIPL is currently holding more than 5% shares in the Company, and pursuant to the Proposed Transaction it will acquire more than 2% of the total shareholding in the Company, HIPL will need to make a disclosure under Regulation 13(3) of the Insider Trading Regulations to the CompanyDisclosures by the Investors (i) Under Takeover Code: Since, post the acquisition, PE Investors, will get an indirect holding of close to 13% in the Company, the Investors will need to make a disclosure under Regulation 7(1) of the Takeover Code to the Company and to the stock exchanges where shares of the Company are listed. Disclosures by the Company i) Under Takeover Code: Since, Company‘s shares are acquired in a manner referred to in Regulation 7(1) as mentioned above, Company needs to disclose to all the stock exchanges on which the shares of the Company are listed, the aggregate number of shares held by each of such persons referred above, within 7 days of receipt of information under Regulation 7(1). (ii) Under Insider Trading Regulations: The Company shall within 2 working days of receipt of information under Regulation 13(3) from HIPL as mentioned above, disclose the same to all the stock exchanges on which the Company is listed. . What will be the mode of acquisition of shares of the Company by HIPL? From the shareholding pattern on the BSE website as on December, 2 010, it appears that the shares of the Company held by HM Japan are in physical form. If the transfer of shares takes place in physical form, a stamp duty of 0. 25% of the value of shares shall be applicable; however, no stamp duty shall be applicable, if the shares are transferred in dematerialized form. If the shares are in dematerialized form, the transfer may take place either off the floor of the stock exchange or on the floor of the stock exchange.As mentioned above, an off the floor of the stock exchange transfer may lead to higher tax implications compared to an on the floor of the stock exchange transfer. On the floor of the stock exchange, the transfer can take place in two ways, i. e. (i) by way of a block deal and (ii) by way of a bulk deal. Block deal: A block deal is execution of large trades through a single transaction. For this purpose, stock exchanges are permitted to provide a separate trading window.Block deal will be subject inter alia to the following condition s (a) The said trading window may be kept open for a limited period of 35 minutes from the beginning of trading hours i. e. the trading window shall remain open from 9. 15 am to 9. 50 am. (b) The orders may be placed in this window at a price not exceeding +1% from the ruling market price / previous day closing price, as applicable. (c) An order may be placed for a minimum quantity of 5,00,000 shares or minimum value of INR 50 million (app. USD 1. 11 million). (d) Every trade executed in this window must result in delivery and shall not be squared off or reversed. e) The stock exchanges shall disseminate the information on block deals such as the name of the scrip, name of the client, quantity of shares bought/sold, traded price, etc to the general public on the same day, after the market hours. Since, the proposed consideration price for the transfer of the shares of the Company is INR 739. 9735 (app. USD 16. 44) and the prevailing market price on March 10, 2011 is INR 1,537, it is unlikely that the condition (b) mentioned above would have been satisfied. 6. Why is HIPL issuing debentures of minimum maturity of 3 months and not less?From reports dated February 28, 2011, it appears that HIPL is raising short term debt through non-convertible debentures expiring in 3 months, for which it has pledged the shares of the Company as collateral. The group is raising debt because funds from private equity firms will take some time and HM Japan wants an early exit. But why is the term of the debentures for 3 months and not shorter? The RBI had issued directions (NCD Directions), to regulate the issuance of non-convertible debentures of original or initial maturity up to 1 year and issued by way of a private placement (NCDs) by corporate.The NCD Directions provides that the NCDs shall not be issued for maturities of less than 90 days from the date of issue. The exercise date of option (put/call), if any, attached to such NCDs, also shall not fall within the period of ni nety days from the date of issue. Therefore, in light of the NCD Directions, HIPL is prohibited from issuing NCDs of maturity less than 3 months. 7. What will be disclosure requirements in case of pledge of shares of the Company to raise loans by way of NCDs?By HIPL: HIPL, being a part of the promoter group of the Company, shall within 7 working days from the date of creation of pledge on shares of the Company held by it, inform the details of such pledge of shares to the Company under Regulation 8A(2) of the Takeover Code. By the Pledgees: Since, the term acquirer under Regulation 7(1) of the Takeover Code has been clarified to include a pledgee, other than a bank or a financial institution, therefore, the Pledgees in whose favour the shares of the Company are pledged, and the threshold of 5%, 10%, 14% etc. re crossed, shall make disclosure to the Company and to the relevant stock exchange within 2 days of creation of pledge. By the Company: Company shall disclose the information r eceived by it under Regulation 8A(4) of the Takeover Code to all the stock exchanges on which its shares are listed. 44 Further, the Company shall also disclose to all the stock exchanges on which the shares of the Company are listed, the aggregate number of shares held by each of such persons referred above within 7 days of receipt of information under Regulation 7(1) of the Takeover Code . Will the recently notified merger control regulations affect the Proposed Transaction? On March 4, 2011, the Government of India, Ministry of Corporate Affairs notified the much debated provisions of the Competition Act, 2002 (Competition Act) relating to combinations? namely Sections 5 and 6. Although notified as of March 4, 2011, these provisions are to take effect from June 1, 2011 (Effective Date) giving all those subject to the same, a period of 3 months to tie loose ends and complete unfinished transactions before getting entangled in the web of the Act.Since, the merger control provisions will come into force from the Effective Date, and the proposed acquisition of the shares of the Company is to take effect on March 22, 2010, the acquisition may not be subject to the filing / approval requirements under Sections 5 and 6 of the Competition Act. However, if the subscription of the shares of HIPL by the Investors does not take place before June 1, 2011, due to delay in approval by the CCEA or otherwise, it is likely that the Investors would be hit by the notifications regarding merger control provisions as mentioned above.However, vide its notification on March 4, 2011 the Government of India has exempted the acquisitions of small enterprises whose turnover is less than INR 7. 5 billion (approx USD 167 million) or whose assets value is less than INR 2. 5 billion (approx USD 56 million) from the definition of combination as defined under Section 5 of the Act. Therefore, if HIPL does not breach any of the exemption thresholds as mentioned above, the Investors will be ex empted from the approval requirements under the Competition Act, even if the Proposed Transaction closes post June 1, 2011. . Would HM Japan have required any prior approval while setting up its subsidiary HMSI in India? Press Note 18 (1998 Series) issued by the Department of Industrial Policy & Promotion provides that â€Å"automatic route for FDI and/or technology collaboration would not be available to those who have or had any previous joint venture or technology transfer/trade-mark agreement in the same or allied field in India†.?Since, both HMSI and the Company are in the same / allied fields, and HMSI was set up post 1998, it is likely that HM Japan may have obtained Government / FIPB approval prior to or at the time of setting up its subsidiary. 5. CONCLUSION Through our analysis we have seen that demergers are as complex as mergers or sometimes even more complex than mergers.The following were the key motivations and reasons behind the demerger: Lack of trust between the two companies whether it was related to supply of components or regarding the sharing of technology Honda motors can now successfully sell products branded solely with Honda marquee Hero will get to fulfil it unrealized dream of exploring lucrative export markets Liberalized FDI norms also favoured demerger because now Honda could setup wholly owned company The financing of the deal as in analysis part we saw was carefully structured to satisfy the legal and regulatory requirements which led HPIL to pledge its shares for short duration of three months, a period for getting approval for a foreign investment firm investing in an Indian investment firm. The major issues arise in the demerger are mainly regarding sharing o transfer of the assets of the pre demerger company. The following clauses were included in MOU to address those issues: All existing products of the Company to continueThe fresh licensing agreement with HM Japan to provide new models to the Company Company will h ave the freedom to export to new markets Company will have the independence to set-up its own research and development (R&D) and new product development capabilities and acquire technology No change in ongoing operations Process for smooth transition was finalized between the parties Name of the Company and the brand name to be changed over time The disclosure and compliance requirements under SEBI insider trading rule, Takeover code, RBI, BSE and FIPB are heavy because company (pre demerger) is a listed entity and is a joint venture between Indian and a foreign firm. The involvement of foreign PE investors further made the issue complex.But all the legal, strategic and regulatory requirements have been carefully taken care of and clearly complied by both the companies and a clear and dispute free framework has been adopted regarding sharing of assets like brand name and technology. 6. REFERENCES CLASS NOTES Of Managing the legal & Regulatory Environment of Indian Business ( june 12 th to august 24th of 2012 ) http://student. iimcal. ac. in/ww/cw (23. 08. 12 to 02. 09. 12) http://en. wikipedia. org/wiki/Hero_Honda_Split (01. 09. 12) http://www. heromotocorp. com/hero_admin/data_content/pdf/annual_report/Annual_Report_2010-11. pdf (01. 09. 12) http://www. icra. in/files/pdf/HHML-201012. pdf (23. 08. 12) http://world. honda. om/profile/overview/(23. 08. 12) http://world. honda. com/profile/overview/(01. 09. 12) http://www. bseindia. com/stockinfo/anndet. aspx? newsid=bfe25ca2-c4de-4f75-9217-a3c48f694d75¶m1=1 (23. 08. 12) http://www. bseindia. com/xml-data/corpfiling/AttachHis/Hero_Honda_Motors_Ltd_161210. pdf (23. 08. 12) http://www. bseindia. com/stockinfo/anndet. aspx? newsid=54d0d519-450a-47c8-9f37-2c7d8c61feec¶m1=1 (01. 09. 12) http://www. bsmotoring. com/news/emission-norms-triggered-honda-exit/2940/1(01. 09. 12) http://www. bseindia. com/xml-data/corpfiling/announcement/Hero_Honda_Motors_Ltd_080311_SAST. pdf (01. 09. 12) http://articles. timesofindi a. indiatimes. om/2011-03-09/india-business/28671937_1_private-investors-ii-lathe-investment-private-limited-hero-honda(23. 08. 12) http://articles. timesofindia. indiatimes. com/2011-03-09/india-business/28671621_1_pe-investment-hero-honda-munjals (01. 09. 12) http://www. blonnet. com/2010/12/05/stories/2010120552310100. htm (31. 09. 12) http://www. moneycontrol. com/news/business/hero-honda-execute-final-binding-license-agreement_515705. html (31. 09. 12) www. icra. in/files/pdf/HERO HONDA MOTORS LIMITED-201012. pdf (01. 09. 12) http://rbidocs. rbi. org. in/rdocs/content/pdfs/73342. pdf (31. 09. 12) http://www. business-standard. com/india/news/honda%5Cs-exit-gives-bain-gic-15-in-hero-honda/427844/(31. 09. 12)

Effects of the Yom Kippur War on Arab Israeli Relation

Describe the Effects of the Yom Kippur War on Arab Israeli relations. (12 marks) The Yom Kippur War happened in October 1973, which involved the Arabs and the Israelis, as well as two superpowers, the USA and the USSR. At the end of the war, the Israelis had won. However, the Israeli government and people were shocked by how the Arabs did. The Yom Kippur War has led to a number of effects on the Arab-Israeli relations, which can be classified as two aspects, short term and long term. There are some immediate consequences caused by the Yom Kippur War. The Arabs used oil as a political weapon, which led to a huge economic problem and oil shortage in the world. On 17 October 1973, the price of oil was cut by 70 per cent by the OAPEC, a mostly Arab group. At the same time it cut production by 35 per cent and banned all sale of its products to the US and the Netherlands. Because of this oil incident, plenty of people lost their jobs and the prices raised sharply. Therefore, many countries’ economies collapsed, which took years to recover. The other short term effect was that the war resulted in even more refugees in Jordan and Lebanon, particularly in Lebanon. People were then realized that they could no longer rely on the government but to gain hope from the Palestinian organizations, especially the PLO: they need to fight for peace their own way. This indicates a greater unsteadiness and also a rising support for the PLO. The attacks on Israel and the Israeli peace with Egypt led to many invasions: the PLO attacks on Israel from refugees’ camp in Lebanon, as well as the Israel peace with Egypt caused the Israeli invasions of Lebanon in 1978 and 1982. The Camp David Accords isolated Egypt from the rest of Arab world. After the war, Egypt signed two agreements with the Israeli president with the help of the American Secretary. Many Arab countries were very sad and disappointed. Egyptian relations with rest of the Arab world declined. As a result, Sadat was assassinated by extremists. Seeing how Sadat was killed by making peace with Israel, other Arab leaders didn’t have the courage to do what Sadat has done, to make peace. Consequently, the Arab world was lacking a clear leader. Syria attempted to take this position, but didn’t success. Also, after the war, Egypt moved towards USA away from USSR, which means Egypt was no longer close to USSR. Instead, they improved the relationship with USA as the USSR did not support them much during the war. Trust was lost between USSR and Egypt. The long term effects brought by the war can be divided into a few points. The world opinion changed after the Yom Kippur War. Militarily, the Israelis won. They had shown their weapons, their training and their strategies were the better ones. But politically, it was a victory for the Arabs. They had completely surprised the Israelis and the rest of the world in the war. They now let the world know that Arab soldiers could fight with courage. Because of the war, Egyptians became more confident in themselves. They thought that Israel had only been saved by the United States. The thought that Israel is so strong that might not be defeated had been destroyed. After the war, the world was not on the side of Israel anymore. In contrast, there was much more sympathy for the Arab position. Above all, they had done everything together, especially in the use of the oil weapon. As a result, the rest of the world showed much more respect for the Arabs. This is the first war in which the Israel suffered serious losses. There were a great Human loss and a feeling of uncertainty among Israelis. An estimated 3,000 Israeli and 8,500 Egyptian and Syrian soldiers were killed, and 8,000 Israelis and almost 20,000 Syrians wounded. It was the first Arab-Israeli war in which Israel suffered a high casualty rate. These effects led to the emergence of an Israeli peace movement. This and the later experience of the wars in Lebanon led to the growth of ‘Israeli peace movement’ in Israel. To conclude, the Yom Kippur War has a negative impact on the Arab-Israeli relations. The PLO and other Palestinian terrorists groups, the oil crisis and the other incidents happened in the Yom Kippur War have worsened the relationship between the two states.

Legal Ethics Essay

I. Lawyer and Society a. Observations i. Pursuant to rule 1.03, CPR, one defense counsel manifested to the honorable court that he does not wish to postpone the case again, the same having been previously postponed for four times already because of the prosecution’s failure to present their witness. II. Lawyer and the Legal Profession b. Observations iii. Respect between defense counsels and fiscal iv. Address each other with respect v. Candid and Friendly vi. After hearing, counsels for accused approached prosecutor and bid their goodbyes, with laughs, as if they were really close friends vii. Pursuant to canon 8, fiscal and defense counsel (female), during their direct and cross examinations, respectively, never used offensive language whenever they have objections during the examination of the witnesses. III. Lawyer and Courts c. Observations viii. Treat Personnel with respect ix. No sign of any disgust or disrespect to Judge Danilo Galvez, despite approval of the latter of postponement of his case. x. Pursuant to 10.03, procedure, there was no showing that any of the lawyers violated any procedural rules of the court. xi. Pursuant to canon 11 and the rules thereof, all lawyers punctually appeared at their respective hearings; they were all properly attired when they came to court; and no offensive or menacing language were used, especially in one particular case where there was a direct and cross examinations xii. Pursuant to rule 12.07, during the cross examination of attorney of the witness of the fiscal, she never, even for once, harassed the witness. She addressed her questions to him very calmly and respectfully. xiii. IV. Lawyer and Client d. Observations xiv. In one case, the counsel for the defense manifested that if it be okay with the honorable judge and the court that the trial so proceed because the same has been postponed 4 times already; but prosecutor insisted for the postponement and reassured the court that on the next hearing they will be able to present their witness; judge granted postponement, â€Å"in the interest of justice† xv. In another case, the prosecutor objected to the manifestation by the opposing counsel to dismiss the case; the reason for the proposed dismissal was because the prosecutor was not present at the last hearing; the reason for the objection was that the counsel looking to dismiss the case was also absent the previous hearing; judge said that both of you have been absent in one of the hearings, in the interest of justice, case will be postponed and will resume.

Monaco Research Paper Example | Topics and Well Written Essays - 16250 words

Monaco - Research Paper Example The political world is represented as contained by big nations, but there are a number of smaller states and territories (SSTs) with political and/or economic influence in the global political landscape (Paul: 1). Altogether there are 56 smaller nations and over 100 smaller territories that are controlled by larger states. A vast majority of SSTs are islands such as Fiji or Barbados. However, there are some states that are landlocked or surrounded by larger countries or located on the coastlines of larger states. These SSTs are countries such as Brunei or the Principality of Monaco (Paul:1) What separates Monaco from a majority of SSTs is that while many of these states recently enjoyed independence in the post-colonial era, Monaco has enjoyed seven centuries of independence (Paul: 1). Monaco also enjoys the distinction of having a forward economy and thus is an SST worthy of closer examination (Paul: 2). This case study is organized and presented in six main parts. The six main parts are: geography, history, political system, economics, culture and tourism and gastronomy. In discussing each of these areas of the Principality of Monaco, a detailed country profile is created that provides an understanding of how and why, the world’s second smallest independent county has managed to secure a place of prominence in the international order. Monaco is a sovereign nation located in the French Riviera (the south-eastern most portion of France, wherein the region is referred to as CÃ ´te dAzur in French and CÃ ²sta dAzur in Occitan, both of which translate into Azure Coast) at the foot of the Maritime Alps. Because of its location Monaco is bordered by France thrice over (to its north, south, and west), with what remains as its Mediterranean coastline, The city-state is notoriously small, being second only to The Vatican City at 1.9 km squared in surface area (King: 15). As a city-state, Monaco is

Compare and contrast The Story of an hour and the House on Mango Essay

Compare and contrast The Story of an hour and the House on Mango Street - Essay Example Mallard is the victim of her torturing husband, whereas in the other story the lead character is the victim of poverty and the so-called hypocritical values of the society and class discrimination. Both the lead characters, which seem to be weak initially emerge as strong characters towards the end of the stories. We can say that these stories have a strong theme and they speak about the "Quest for Identity" of the female lead characters. In "The Story of an Hour", the narrator of the story is probably the writer herself. Being a woman and a true feminist she has handled this story in a very tender manner. The female protagonist, Mrs. Mallard comes from an upper class family. This is quite apparent from the way her house is described by the writer. The words like comfortable roomy armchair, an open square in front of the house, staircase, tall trees, twittering of birds and blue skies indicate that she lived a very comfortable life. But despite of all these comforts, she seems to be extremely unhappy with her life. In "The House on Mango Street", the name of the narrator is Esperanza. In the first chapter of the story the names of the narrator and her parents are not revealed. We come to know of their names after reading the entire novel. Contrary to the "The Story of an hour ", the female protagonist in this story comes from a poor class family, which is also apparent from the way the writer has described her house. She describes her house in the following words - "It's small and red with tight steps in front and windows so small you'd think they were holding their breath. Bricks are crumbling in places, and the front door is so swollen you have to push hard to get in. There is no front yard, only four little elms the city planted by the curb. Out back is a small garage for the car we don't own yet and a small yard that looks smaller between the two buildings on either side. There are stairs in our house, but they're ordinary hallway stairs, and the house has only one washroom. Everybody has to share a bedroom-Mama and Papa, Carlos and Kiki, me and Nenny." From these lines we can very well understand what the state of the house as well as the state of mind of the girl is. Thus "The House on Mango Street" is a depiction of the thoughts of a small girl who is growing up to the stage of adolescence and has started realizing slowly the prejudices in the society. In "The Story of an Hour" the mood is gloomy and full of suspense and tragedy. When the sister of Mrs. Mallard, Josephine and her husband's friend Richard break the news of her husband's death to her, she is shocked initially and weeps in her sister's arms. But when she retires to her room and relaxes in her cozy armchair, she starts thinking about her past life. She lived in a society which had specific and strict rules of conduct, and she being from an elite class had to abide by the rules or the dogmas laid down by the society. She was dominated by her husband and did not have the liberty to take her own decisions. It is only when she sits alone, relaxed in the armchair that she becomes aware of her surroundings and their beauty. It shows that she was so engrossed in her married life and had so many preoccupations that she was oblivious to the true world. She was only used to living in the hypocritical world where money and social status had great significance. It is while she is enjoying her rediscovered identity and freedom and feeling happy, that she sees her husband

The impact of firm resources and host country specific factors on Dissertation - 1

The impact of firm resources and host country specific factors on international entry mode strategy - Dissertation Example Data Gathering Instrument 62 List of Tables List of Figures Chapter 1: Introduction This study aims to determine the factors that influence the choice of entry modes that U.K firms may explore in their effort to establish a presence in a foreign market. Such factors shall pertain to either firm specific or country specific resources and attributes which exert an influence over the eventual choice of a mode of entry of a multinational firm into the host country. During the third quarter of the twentieth century, globalisation was considered a largely political issue, with implications concerning foreign dominance and power wielded by rich, developed nations over the developing and underdeveloped Third World countries. As a consequence, the globalisation commitment entered into by countries in multilateral agreements was met with slow progress and considerable suspicion by political and civic groups. Businessmen were quick to see the advantages, however, of gaining access to new market s opening up across borders. In deciding upon entering a foreign market, a firm takes on considerable risks, but foresees that there is an opportunity to earn considerable returns as well. It will therefore base its decision on whether or not there is a favourable trade-off between risks and returns – that is, whether the chances of earning returns significantly higher than it would in the local market would exceed the risks that it may be facing. This is the crux of the normative decision theory. On the other hand, behavioural theory suggests that a firm may also consider entry into foreign markets depending on the trade-off between the relative availability of resources in the targeted site compared with the home site, as against the degree of control that may be exercised, which is... The paper tells that in an era of expanding globalization, tastes and preferences of people in different countries and cultures have converged, due to many factors most prominent of which is the increased flow of electronic communications by which people across borders are able to exchange information and socially interact with one another. As a result, the fashion clothing industry has been rapidly expanding across the globe, with the development of brand loyalty and affinity playing a large part in the economic success of certain brands. Fashion clothing companies, in an effort to penetrate new markets and, in some cases, explore new, less costly sources of factors of production, contemplate cross-border expansion. The problem with such a strategy is that there is no one fixed approach to entering another market. Each situation is approached in its own context, because of the unique set of issues relating to each location’s political, economic, social, technical, legal, and environmental circumstances. The particular competencies and resources of the business also work to influence the feasibility of the company’s entry into a foreign market. It is thus possible for a company to select and control the conditions of its entry into other countries, such that it may develop channels of distribution with varying degrees of commitment and exposure. Three companies in particular – Marks & Spencer, Burberry, and Next – have pursued aggressive expansion strategies in foreign markets.

Advertisers use principles of visual search and attention to increase Essay

Advertisers use principles of visual search and attention to increase the likelihood that people will notice their message - Essay Example Within the world of advertising,there are a number of ways through which the advertising message is delivered to the target audiences.What this means is the fact that the right people should be conveyed the right message at the right time and in the right capacity. This will impact the people in a very strong and effective way, as well as make them realize about the needs and wants that they might have forgotten about or not paid enough heed to in the past. The advertisers use a number of methods and techniques in order to make sure that their message is propagated in the exact manner as they want it to be delivered. Processing this message is one thing and getting it delivered in a similar manner is an entirely different proposition. What this paper studies is the basis of the advertisers using principles related with visual search and attention in order to enhance the likelihood that people will pay attention and notice the message that has been intended for them (Fulton 1996). Dif ferent theories and evidence studies have been drafted so that a proper understanding of the subject at hand is reached upon and that there are no shortcomings within the comprehension of this study in essence. This paper will specifically deal with issues that advertisers face from time to time and the manner under which they tackle the problems related with visual search and attention are highlighted in essence. Without advertising, marketers can only think of their product lying on the retail outlets waiting for angels to come and satisfy themselves (Kotler 2005). People need to be told the plus points of their brands (by the company) so that they actually go out and make the eventual purchase which in all fairness, not an easy job for the company, say that is producing a shoe polish which does not stick on to the shoes as much as do the other competitor shoe polishes already available in the market (Agres 1990). If the customers do not know or are not given the liberty to compre hend the different features of the brand which is being advertised by the company, they would not make that valued effort on their part and hence the company will be the one to suffer in the end and no one else. One must consider that advertising is the art and indeed the science of reaching to the right sets of eyes in order to sell the product that is under discussion. Since advertisers have a clear cut task at hand, it is their duty to make sure that they draft their message in such a way that the audiences find it easy to understand and thus carry it forward to their circles of influence (O’Shaughnessy 2003). However the latter part seems to be somewhat of a complicated one because it involves quite a few areas which will not be discussed at length within this paper. What shall be the point of discussion here is the fact that advertisers use gaze motion to make sure that their audiences view the advertisements in the exact manner that they would like them to see (Cameron 1994). If there is a headline within the advertisement that needs to be viewed first by the audience, the advertisers do everything to make sure that the viewers see the headline initially and then move forward with the rest of the content in the advertisement (Levine 2003). This also signifies the basis of understanding that the elements of advertisement drafting are important and should be tackled in such a way that there is no catch within the relevant equations and that there is complete harmony within the related ranks as far as comprehending the real meaning of attracting audiences is concerned. Attention towards advertisements is indeed the key to achieve immense recall and value for the message that is being delivered by the advertisers all over the world. What this implies is the

FEMALE GENITAL MUTILATION Research Paper Example | Topics and Well Written Essays - 1500 words

FEMALE GENITAL MUTILATION - Research Paper Example practice of female genital mutilation, Egypt still remains the country where this practice is most prevalent According to World Health Organization, in Somalia the prevalence of female genital mutilation is almost 98 percent. Ethiopia, Mali and Sudan are other countries where the practice is very evidently prevalent. In Arabian Peninsula the practice is seen mostly among the Afro-Arabs, who are the descendants of various African races. The practice is seen generally among these races in Saudi Arabia, Southern part of Jordan and in Northern Iraq. It is actually migratory workers from East Africa and Nile Valley who have brought this practice to Saudi Arabia and United Arab Emirates. The practice is prevalent in some parts of Asia, like Indonesia, the largest Muslim country in the world and in South America too. THE CULTURAL COMPULSIONS AND STRANGE FAITHS: There are so many factors that cause the continuation of the practice of female genital mutilation in different communities. They include sometimes religious, but most often cultural and social factors present with in the families as well as the communities. In cases where the practice remains a social convention, conforming to what all others in the society are doing without questioning is the major factor that keeps this practice alive. The reason to oblige to this age old social custom is thus, the desire to belong to the society. Behind this social practice is the age old faith about how to bring up a girl. Thus female genital mutilation is done in honest faith as a way to prepare the girl for adulthood and marriage. In such societies the girl is not considered to be an adult until she has gone through these painful rituals and will not be able to get married without FGM. The parents follow the blind faith without any sense of guilt, but with a sense of responsibility to their girl child. Here it is done out of love or concern for the girl child. Thus FGM for these parents is a practice that keeps up their

How would allowing Capital Punishment cut down on crime in America Research Paper

How would allowing Capital Punishment cut down on crime in America - Research Paper Example It is argued that children, however, should not be subject to the death penalty—the only exception. â€Å"‘From a moral standpoint, it would be misguided to equate the failings of a minor with those of an adult, for a greater possibility exists that a minor's character deficiencies will be reformed,’ Justice Anthony M. Kennedy wrote in the opinion for the court.†2 In that sense, juveniles should be spared, but adults should not be. â€Å"As a child psychologist, [California State Senator Leland Yee, Ph.D., has] firsthand experience with troubled children and understands that they have an extraordinary capacity for rehabilitation. The neuroscience is clear — brain maturation continues well through adolescence and thus impulse control, planning and critical thinking skills are not yet fully developed until adulthood.†3 Thus, a juvenile stands a greater chance of being offered parole or some other opportunity that is an alternative to the standar d in a corrections facility. Perhaps the juvenile might be able to enter a program with job training and a sentence reduction in return for good behavior. The main point here is that the juvenile’s actions can show growth and change if allowed time and space to flourish—while an adult has lived much of his or her life already, having made various life choices along the way, many not so wonderful. Further, the death penalty is fitting punishment for an adult, but not for a child. As Mr. Yee pointed out, the youth’s brain is still in a developing stage at age 18 and below. â€Å"Without positive interventions to redirect the youth's development, an absence common to so many of the youth who subsequently become involved in serious delinquent or criminal activity, these youth are inappropriately subjected to the ultimate sanction without adequate regard for these mitigating circumstances.†4 Not given the appropriate chance to demonstrate his or her capability to rise above and beyond the limitations placed upon him or her due to the circumstances of a bad upbringing or abuse, a youth is faced with the serious task of having to change behavior or be disciplined for it. The death penalty, therefore, seems like a good answer to deter crime in America. â€Å"In Gregg v. Georgia (1976), the U.S. Supreme Court mandated that courts must examine mitigating circumstances when issuing the death penalty. However, most juvenile capital offenders are represented by appointed counsel without the time or resources to sufficiently investigate such mitigating factors as psychiatric history, abuse, or mental capacity.†5 With so many youth having mitigating circumstances, the death penalty is not a viable option. Now, by law, it is definitely not an option to hand down a sentence of capital punishment to juvenile offenders. However, for mentally capable adults, the death penalty is simply a permanent solution that yields results: lower crime rates. Now, while the death penalty for youth would definitely not solve underlying issues that youth may have, this neglects the fact that youth deserve a second chance to prove their worth. Capital punishment would be fundamentally flawed as a punishment for a juvenile offender as it would be a final judgment, and there would be no retracting the punishment once it

Shakespeare's Midsummer night's dream Essay Example | Topics and Well Written Essays - 250 words - 1

Shakespeare's Midsummer night's dream - Essay Example The two woman are treated so differently because â€Å"the feminine either rebels against the restraining social order or presides in alliance with force that challenge its hegemony romantic love ,physical nature ,the love of pleasure in all its form .†Biana rebels quietly as Kate rages and use the masculine realm of language as a weapon. Biana’s rebellion is then not seen until her sister becomes silent. Hermia , white she openly challenges her father’s authority ;does not take on a masculine role as Helena are treated with distain because they directly challenge the masculine self by adopting its features Biana and Hermia instead embody the attribute of country love , because they are off limits. Biana is unattainable because her sister will not marry and Hermia because her father wants to marry one man and the heart belonged to another. This embodiment allows them to preside over the realm of romantic love which is outside the control of masculine social order (male gaze) (Natanson

The role of the IMF in helping poor and debt-troubled countries Research Paper

The role of the IMF in helping poor and debt-troubled countries - Research Paper Example The IMF is tasked with the role of assisting nations suffice their budgets or invest in areas that positively influence the social welfare or the economy of a country. Most of the support activities that IMF undertakes are backed by global policies. An example is the IMF helps less developed nation to improve health care, education and security which is in line with the United Nations Millennium Development goals. Another reason why the IMF helps poor nation is to stabilize nations in economic and social terms. A debt ridden country has a high probability of social disorder, thus more economic failures (Ghosh, Zalduendo, Thomas, Ramakrishnan, Kim &Joshi 2008). Globalization has ensured that all nations are interlinked economically, thus, failure of an economy to meet its obligations can impact on the global economy, which might lead to a crisis. Despite the fact that the IMF is tasked to issue loans to member countries, there are several conditions that must be met as part of eligibility criteria. First, a country is supposed to design a program that is supposed to address the problem that has made it resort to the IMF for assistance (IMF Factsheet). Before the IMF considers a loan, country must identify the causes of the deficit and the strategies that are in place to mitigate the situation. In deficits situations, the IMF holds that countries should engage in activities that try to resolve the deficit since it affects other economies of the world. Second, the International Monetary Fund should be allowed to assess the programs that are under its support. This is meant to ensure that funds are channeled to the intended functions. Moreover, the process also ensures that the intended benefits are realized. The assessment programs are mostly conducted in less developed nations due to inefficiencies, misappropriation and also embezzlement of funds by few individuals. The institution employs structural benchmarks that are meant to protect IMF interests in the

Politics in the English Language Essay Example for Free

Politics in the English Language Essay Miscommunication is often the result of modern prose which is most commonly used despite its vagueness because of its simplicity. According to George Orwell’s â€Å"Politics in the English Language,† these habits must be eliminated in order to think clearly, if not, language will continue to be used in corrupt ways by politicians. With poor language skills come poor thinking skills, making it easier for people to be manipulated by warped language. Ted Hughes â€Å"Words and Experience† expresses that words are inadequate and that it is very difficult to capture experience properly. The way in which Hughes and Orwell appeal to the problem of miscommunication are different; Orwell is critical while Hughes is sympathetic. In the paper â€Å"Politics in the English Language,† George Orwell appeals to logos to prove that the misuse of language is corruptly used by politicians for selfish purposes. Thought corrupts language and politicians manipulate language for their own selfish purposes. Words such as fascism and democracy are among those words due to their lack of a concrete meaning. Democracy is often associated with a positive meaning whereas fascism is associated with a negative meaning. As a result dishonest politicians use their own interpretation to twist the meaning of what they are trying to communicate. They have defended events such as the Russian purges and deportations, the British rule in India and the atomic bombing in Japan by using language consisting of â€Å"euphemisms, questionable begging and sheer cloudy vagueness† (Orwell 699). This language covers up all the details of the events and is a prime example of how thought corrupts language. Language is warped because of the way it is used to lie and manipulate people. Politicians use vague language to hide questionable acts which leads to poor language skills. Orwell states that â€Å"the slovenliness of our language makes it easier for us to have foolish thoughts† (Orwell 691). He believes that poor language skills lead to poor thinking skills which are detrimental to society beca use people often accept the words of authority figures without thinking; they are not conscience of the meaning of the words being used. These bad language habits that Orwell indentifies are dying metaphors, pretentious diction and meaningless words; all of which are unnecessary and increase vagueness. This form of modern prose is easier therefore it is used commonly resulting in poor thinking skills. â€Å"The whole tendency of modern prose is away from concreteness† and  Ã¢â‚¬Å"consists in gumming together long strips of words which have already been set in order by someone else† (Orwell 697). Orwell suggests that the problem is cyclical; vague language leads to the inability to think for oneself and the inability to think leads to miscommunication. Orwell uses logos to identify the problem and treats it with a critical tone however, believes that it can be fixed â€Å"if one is willing to take the necessary trouble† (Orwell 691). Ted Hughes and George Orwell share similar views on the misuse of language however Hughes uses different points to convey the message in his essay â€Å"Words and Ex perience.† Hughes states that words are tools and that it is difficult to choose the correct words to capture experiences. He uses the metaphor â€Å"A word is its own little solar system of meanings† (Hughes 120) because there is a vast amount of words to choose from and the process is often overcomplicated. Too much time spent thinking of the correct words to use causes people to miss the experience all together. Finding the right word requires a fine balance therefore words should not be used casually. Without this balance, words tend to inhibit the simplest descriptions such as â€Å"the infinite depth of crowiness in the crow’s flight† (Hughes 122). In this case, all words can be used for are indicators and general directives. Swiss psycho-analyst Jung believes that people know how to use words properly but have to quiet down to get what is inside their conscience. Although Hughes writes in a hopeful tone he believes that words are inadequate in describing experience. If and when a balance is found and words match experience, that is poetry. His view and solution are effectively communicated in using a sympathetic tone. George Orwell and Ted Hughes both attack the problem of the misuse of language effectively. With similar goals, both are equally able to convey the same points while appealing to different aspects and emotions. George Orwell’s â€Å"Politics in the English Language,† appeals to logos while criticizing the way unclear language is used corruptly by politicians. He adequately shows how people are easily manipulated by warped language because poor language skills lead poor thinking skills. Ted Hughes appeals to logos by using a sympathetic tone to convey the message that words are inadequate and it is very difficult to capture experience in his essay â€Å"Words and Experience.† The problem of miscommunication found in modern  prose is the result of vagueness and must be fixed. This is difficult because of the bad habits formed and its simplicity, however it can be fixed if one takes the initiative.

Multimedia Using Adobe After Effects Computer Science Essay

Multimedia Using Adobe After Effects Computer Science Essay Increase in technology making wider use of multimedia and its applications. For a good presentation multimedia is used to present in very effective and innovative way. Every internet technology makes use of this multimedia. To bring a good output in any broadcasting medias multimedia is used. In general the term multimedia has many definitions; each author denotes it in their own ways. According to J Grimes it is The combination of two or more media(J Grimes,1998). Media can be anything like audio, video, graphics, images, text etc. Multimedia is in the form of global hierarchical system, the software of this applications provides direct communication to their users. Multimedia is used not only in internet but also in intranet like LAN (Local Area Networks). To get the information or to access the remote systems or servers the request or information must pass through multimedia to the networks. Because before sending the data to the network the media files should be compressed with the help of multimedia to avoid the communication delay. At the receiving end some of the constraints like delay, jitter will be used for the effective transmission of audio and video files. This is the reason why communications network technologies are increasing rapidly. To produce an effective animation with good effects multimedia and its applications are widely used. To produce good effects there are many versions and softwares available in the market. Of them Adobe After Effects is the one which produces affective result (CH Wu, 2009). The earlier version of After effects is CoSA which came in January 1993 supports only MAC (Adobe, 2008). From then to till now many versions were evolved with adding extra features to the existing. Some emerged versions supports only MAC systems some are compatible with WINDOWS operating system; some are with command prompt like UNIX and LINUX. There are also versions which also support both the operating systems. The Prior version of CoSA was later in 1994 attained by the Adobe Company (Adobe, 2008). From then, that brand released many versions including Page Maker and Adobe After Effects. The primary use of Adobe After effects is to create motion graphics and visual effects, which allows user to alter, animate and composite media in 2D and 3D space with its various built-in tools and plug-ins. After effects and some NLEs (Non Linear Editing systems) are layer oriented this means each and every object media has its own individual tracks. In contrast this also has track oriented system which means all media objects fall in to same track without overlapping each other. This makes editing easier and can comprise with less efforts. There are different software packages available to support not only small volumes of media objects, but also support large volumes of data. The better suited software for large volume data is Appleshake. Using Shy switch adobe After effects will oppose the clutter selectively by hiding the layers (Adobe, 2008). The main interface consists of several panels of them the three most important are Project Panel, Composition Panel and Timeline Panel. The Project panel acts as interface to import stills, audio and video footage items. The footage items used here are in the time line panel, where timing and layer order can be adjusted. In composition panel the items visible at the current time marker are displayed. This report starts by giving a brief knowledge about the multimedia and its applications, Adobe After effects. Later discusses about the existing features in After effects and future advancements for the same. Finally the summary includes. 2. LITERATURE REVIEW To support each and every common individual need multimedia is used. So, todays globalised world is known as The world of Multimedia(Slawson, 1993). The features of multimedia are used not only for creation of movies or for animation with good effects. This is also used in many organisations for communicating over the networks. As electronic process for teaching technologies is becoming more expensive, an interactive process of learning method was introduced through multimedia (Slawson, 1993). Interactive learning multimedia is treated as process, rather than the technology which always provides potential knowledge for the updated technologies (Slawson, 1993). To create such classes in interactive and effective way Adobe after effects is used. Adobe is used to create, edit and alter the motion graphics for DVD, video, Film etc. The latest versions of Adobe has many more extra features which gives good composting and resulting in a blockbuster results. Though multimedia is expensive t o learn, the significance of it is increasing day by day because of its enormous effects and capability. So many people are showing interest towards learning the same. To become a multimedia professional no prior qualifications are required. There are no age or gender constraints, so anyone can become professional in this at anytime. Innovation of ideas is important here because to edit an existing graphical image or to create new motion picture creativity is important. Composting software packages like Apple shake are used to create a node or workflow process. Each package has its own importance the importance of those and its features will be discussed in detail in the coming sections. Multimedia In todays world the term multimedia is used very often. Till now there is no standard definition of multimedia each author describes it in their own convenient way (B Furht, 1998). The term media refers to a form of human interaction that is amenable to computer capture processing such as audio, video, graphics, text, images etc and the term multi refers to the combination of the media present in a single application( B Furht, 1998). Multimedia Compression and Technologies Standards There are many widely accepted technologies in the world of multimedia, every day many new technologies are emerging in to the market. So, the importance of products changes from day to day life. But all emerged and existing products are based on some standards which are used for compression. Let us now discuss in brief about some of those standards and products like Quick Time player, Video for Windows, Indeo [1] ( Intel Video) (CH Wu, 2009). There are also some new and basic standards like ISO (International Standard Organisation) and MHEG (Multimedia and Hypermedia Information Coding Expert Group) (CH Wu, 2009). Basing on these standards the compression techniques follows. 2.1.1(A) Quick Time Player Quick Time is a basic technology developed by Apple Computers (CH Wu, 2009). The format of this media is compatible with almost all Operating systems like Linux, Windows (NT/95/XP/7) and for all apple computers (CH Wu, 2009). This technology is the most commonly accepted mass storage for multimedia communications. The media format of this supports MPEG (Motion Picture Expert Group) which is an ISO- standard, Indeo (Intel Video). This also supports the photo CD format for Kodaks and MIDI (Musical Instrument Digital Interface) (CH Wu, 2009). The main intention behind developing this technology is such that it can be used by anyone without any charge. So it is a trusted player which can be easily downloaded from the internet with free of cost. 2.1.1 (B) Video for Windows The technology Video for Windows (VFW) was developed by Microsoft especially for Windows environment (95/NT/XP). After this technology Active Movie emerged with in no time this replaced VFW and designed in such a way that it supports the VFW technology (CH Wu, 2009).Then after multimedia world has experienced an excellent technology which not only supports video but also audio files and that file is AVI( Audio Video Interleave). These file formats play back with a small size of 320240 pixels (quarter VGA screen) using the software. If the processor is of Intel versions it plays with the size of 640480 pixels (quarter VGA screen) because Intel computer can able to cope up with good graphics accelerator by using run length encoding method to compress the information(CH Wu, 2009). In addition to it, this also supports player formats like quick time and Indeo by using video compression algorithms. 2.1.1 (C) Indeo (Intel Video) The basic intention behind developing this product is not only to play back audio and video files, but also to store it on a personal Computer (PC). So this was originally developed by the David Samoff research Center for the conversion of NTSC (National Television System Committee) analog signal in to digital video signal (CH Wu, 2009). The software of this may be a choice for compression in Quick time and Video for Windows. The major comparison among the above two technologies and Indeo product is Quick time and VFW will be compressed by the software and hardware will be used for Indeo which achieves higher frame rate with better resolutions. For compression of Indeo through hardware the requirements are a PC size card using DVI (Digital Video Interface) technology which is based on 1750 chipset of Intel (CH Wu, 2009). Indeo uses the Compression technique called Vector Quantization with run length coding in the ratio of 160:1. Video Conferencing is the major application of Indeo wh ich can store minimum of 70 minutes video in a CD-ROM. Based on Video Conferencing application Intel has launched one more product named PCWG (Personal Conferencing Work Group). The compression technique used here is software instead of hardware to cope up with reasonable cost. Intel has developed many products based on different standards. As Indeo is based on Vector Quantization it works much faster than MPEG (Motion Picture Expert Group) and H.261.This is an ITU-T (International Telecommunication Union- Telecommunication) Video Conferencing standard based on DCT (Discrete Cosine Transform) (CH Wu, 2009). 2.1.1 (D) MHEG (Multimedia and Hypermedia Information Coding Expert Group) To control the presentations of multimedia and hypermedia MHEG is a standard prepared by ISO for a set of object classes. To support the multi vendor client or server environment MHEG-5 technique was introduced (CH WU, 2009). Vendors who developed applications in this environment have feasibility that application can be developed once and later information can be interchangeable according to the end user (client/vendor) environment. MHEG has additional multimedia handling capabilities like it is used for representation between different computers and compatible with all typ0e of OS, has 3 different spatial coordinates compared to HTML (Hypertext Markup language). This is good at time synchronisation. ARMIDA service which is a product prototype developed for video conferencing (CH WU, 2009). COMPRESSION STANDARDS There are many widely accepted compression standards like GIF (Graphical Information Format) which is mostly used for internet services and ISO (International standard Organization) standard for high quality of delivery. This report illustrates about the two major ISO compression standards which are accepted worldwide. 2.1.2(A) JPEG (Joint Picture Expert Group) This standard is used for compressing and decompressing the colour or gray scale images which was set by ISO standard. JPEG is used for compressing the still pictures like images, graphics, colour FAX, audio graphical conference, desktop publishing etc. The standards of JPEG follow four coding processes. Base Line System: This is a simple and efficient system which is suitable for many of the applications. To encode the data it uses sequential coding which means data passes in a single through which produces 8 bit resolution for each input (CH WU, 2009). Extended System: The extended system improves the quality of base line system by producing 12 resolution bits. For encoding the data is uses arithmetic coding by progressive build-up. This progresses low frequency blurred image to higher frequency quality image and successive approximation for most significant to least significant bits (CH Wu, 2009). Progressive build-up is suitable for communication sensitive applications. Arithmetic encoding compresses almost 5-10% better when compared with Huffman coding. Hierarchical encoding method: The name itself indicates it is hierarchical, so it build-up the data from low to high. This means it follows the pyramid shape model form low pixels to high pixels. It uses DCT (Discrete Cosine Transform) encoding method for comparison between current and succeeding frame (CH Wu, 2009). This supports both 8 and 12 bit resolutions. Lossless Method: This is widely used in medical applications where exact reconstruction of the image is required. Each pixels digital value can be 2 or 16 bits. It supports sequential encoding and also user has a choice of selecting encoding methods either arithmetic or Huffman coding (CH Wu, 2009). This does not make use of DCT. Fig 1: Block Diagram of JPEG compression scheme [http://www.design-reuse.com/articles/17954/jpeg-application-engine.html] 2.1.2(B) MPEG (Motion Picture Expert Group) The MPEG standard was developed by the ISO/ JTC1/SC29/ WG11 for compressing motion pictures in contrast to JPEG which is used for still images (CH Wu, 2009). MPEG standards specify and concentrate on decoding process with bit syntax format. It leaves a separate space for encoding process. This has two standards MPEG-1 and MPEG-2 in addition to this there is one more standard which is under progress MPEG-4. Let us discuss in brief about the same. MPEG-1: For compressing video on digital storage like CD-ROM MPEG-1 is used (CH Wu, 2009). In storage media the compression is rate about 1 to 1.5 Mbps (Mega bit per second) and in communication networks its range is about 6 to 9 with compression ratio of approximately 130:1. MPEG-2: In addition to the video compression on media it also used for compressing interlaced digital video in cable, satellite TV, HDTV (High Definition TV), High- quality digital storage media and video service through communications with range of [6-9]. The compression ratio of this is 30-100:1 (CH Wu, 2009). MPEG-4: This is a long term project which was started in 1993 with the expected completion year as 1998 (CH Wu, 2009). This sets for all type of applications and has advanced coding method. It has got the following features in addition to the compression potential. Content based scalability and error prone environments have universal access capabilities by providing good robustness. Content based interactivity for multimedia access, manipulation and bit-stream editing (CH Wu, 2009). In addition to this it has coding methods like hybrid natural and synthetic methods with improved random access which is temporary. In MPEG-4 MSDL ( MPEG-4 Syntactic Description Language ) was introduced to describe the flexibility of bit stream structure, configuring, decoding of the program, selecting, describing, editing, and downloading. MSDL include tools, profiles and algorithms. Profile may be a single or combinations of one or more algorithms. Algorithm is a collection of tools for providing one or more functionality. Tools are simple and basic technique (CH Wu, 2009). Syntax of MSDL layer FLEX 0 This is used in switching between pre-defined algorithms like MPEG-1, MPEG-2, JPEG, etc (CH Wu, 2009). FLEX 1 This syntax is for configuring decoders using standard tools like DCT and Huffman coding (CH Wu, 2009). FLEX 2 used for tool updating and downloading (CH Wu, 2009). Fig 2: Block Diagram of MPEG encoder [http://www.altera.com.cn/end-markets/broadcast/delivery/encoder/bro-encoder.html] Multimedia Applications Now-a-days we can find the use of multimedia in not only media, entertainment and arts field but also in almost all places and in all services like hospitals, government organisations. Its also used in the field of education departments like physics, mathematics etc. The following are some of the important applications of multimedia. Commercial Purpose Creativity is most widely useful in these areas because for doing any type of business a good popularity is vital. For launching a product a good advertisement is necessary where in which creativity should be used here to deal with. Education To make the classes interactively for the students multimedia is used by giving SFX and VFX effects. Entertainment Multimedia is basically developed for this field where different types of media are included. Used to create animation movies, multimedia games. Many video games include multimedia techniques which are a good time pass and in addition to it this improves the knowledge of the player. Multimedia games can be available through online to play or it can also be obtained through CDs. In Mathematical and Scientific field Multimedia has extensive range of use in the research field. Because after creation of a particular molecule or a single substance using multimedia that molecule will be studied by enlarging the size or increasing the properties of it. In this way multimedia will also be used in the field of calculations. For creation of any visual or animation graphics the most commonly used effects are special effects popularly known as SFX and visual effects named as VFX. To edit these there are many editing softwares available of them the most popular editing software is Adobe After Effects which commonly known as AE. Adobe After Effects (AE) Adobe After effects is mainly used for workflow process management for colour processing. To achieve a perfect quality of colour blended emotions or graphics to the images AE is used. The currently used software for editing in version of AE is AECS5. Prior to this there are many previous versions which are used for colour blending process. The basic version of Adobe is CoSA and the code name for it is egg in the year of 1993 in January (Adobe, 2008). The features of this are mask with layered compositing, effects, keyframes, transforms (Adobe, 2008). In the same year but in the month of May one more version of it is released but with extended features. Both versions of these CoSA1.0 and 1.1 support MAC operating system (Adobe, 2008). From then to till now there have been many technologies and versions evolved. The report concentrates on AE and its versions. Adobe After Effects CS5 To succeed in todays media culture visual richness and outstanding performance is required which can be obtained through CS5. Its new 64-bit native support helps most of the computers to work more efficiently with complex projects like HD, 2k and 4K. A broad range of innovative features from the new roto brush allows for creating the stream line of workflow. This enables to create ordinary graphics in to extra ordinary graphics which results in blockbuster effects while delivering the work with variety of screens. 2.3.1(A) Features of CS5 64-bit performance support: To craft complex 3D scenes it works flexibly with all types of available RAM and different types of processors (Adobe, 2008). It is easy to work on large frames, camera moves, preview of long deep layered composites, a single layer can be viewed in to different types of output format. The four colour channels of this are red, blue, green, alpha. Fig 3: 64-bit native support [http://www.attotech.com/solutions/Adobe/] Format memory requirements standard definition 720486 pixels x 4 color channels* x 8 bpc =1.33 megabytes/frame10 seconds @ 29.97 fps = 398.6MB (Adobe, 2008) high definition 19201080 pixels x 4 color channels* x 16 bpc =15.82 megabytes/frame10 seconds @ 23.976 fps = 3.7GB (Adobe, 2008). Digital cinema 40962304 pixels x 4 color channels* x 32 bpc =144 megabytes/frame10 seconds @ 24 fps =33.75GB (Adobe, 2008). Visual Innovation: After Effects CS5 includes Mocha for After Effects CS5 v2 with the Mocha Shape plug-in, Color Finesse 3, and Digieffects FreeForm (Adobe, 2008). As these are third party plug-ins included with CS5 the user interface was installed in only English language. Efficient Composition: Performs composite productions very faster with maximum bit depth rate because of the new roto brush tool. There is a new support for colour LUTs (Look Up Table) and other breakthroughs. Production of pipelines was excellent and in complex digital workflow productions good support of XMP metadata is important.CS5 completely uses innovation of technology everywhere (Adobe, 2008). Deliver everywhere: Work with a wider range of media types-now including AVC-Intra and expanded RED camera support-and render the final results in formats from mobile media to feature films at maximum bit depth and resolution, using industry-unique colour management and new custom Colour Look-Up Table (LUT) support to help ensure accurate results across a variety of delivery platforms (Adobe, 2008). The Adobe After effects not only works well in Windows environment but also it is compatible also with MAC and can produce good result. The Roto brush tool is a very powerful tool which separates foreground and background and chooses which environment and position of scale sets to fix the image. If drawing a position of image is unsure then positioning an outline on the picture with roto brush gives good result. The digieffects which is a free from effects which gives 3D modelling effects. 3. RESEARCH In multimedia applications the effects used are like SFX and VFX to edit this Adobe after effects are used. The following are the key point which I found in my research on this topic. Adobe After Effects is an application which is used for 3D Compositing and as well as visual effects. It is one of the most top10 compositing software. Well coming to software, there are more drawbacks on that compare to newer versions. Newer application is more user friendly and more reliable compare to previous versions. It supports all types of major media formats for both import and export. In newer version i.e., After Effects CS5, it only supports 64bit Os. So application can take more memory from Os which support up to 64GB of memory. So that huge amount of data can be accessed through local HDD (Hard Disk Drive) and also from network. The speed of the drive can be experienced by using 1Gbps of LAN. But in this the main issue is multitask cannot be performed. This means at a time only application can be run and processed. Due to this backlog, working on more files at a time is not possible so the process becomes time consuming one. The drawback of this issue can be overcome by installing the application and plugins which we used in more than one application. But it takes 2-3Hrs of time moreover it is a time consuming program. In addition to it one user cant work on multiple projects/files at a time. 4. PROPOSED SOLUTION To overcome the delay process, there is a trick which should be followed to open multiple applications. The trick is as follows. I.e., just add the letter -M after the path at target tab. The image is as follows. Using this script multiple applications can be opened at a time which works faster and also save the time depending on the configuration of the user machine. If the machine is of good configuration a very good quality of speed can be experienced. Fig4:Explanation of Multi Application 4.1 ADVANTAGES AND DISADVANTAGES Adobe After Effects CS5 boost the performance and results in a high quality of production. Its features like roto brush tool used to create and separate foreground and background images without much time. Its third party plug-ins increases robustness and efficiency of the program. Its 64-bit native support makes the process compatible with all type of processors. Use good colour blending and movie rendering techniques which gives good effects with innovation of ideas. This also supports auto key frame modes and provides flexibility to customer or client for choosing his own colour Look Up Tables (LUT). In any product there are not only advantages but also we can find disadvantages. This paragraph discusses all about the disadvantages of CS5. For installing CS5 the OS should support some features like OSx10.5.7 (Adobe, 2008). As this supports 64-bit native support every third party plug-in of it should be upgraded to the same. This is not only time taking process but also costly process. CS5 is not compatible with older versions so every time backward version like CS4 must be installed in addition to the CS5. This makes to work on the current projects without difficulty. Installing on a single PC two or more versions decreases the speed of the processor as older versions works only on 32-bit applications. For AE lights and other 3D layers there is no real interaction of 3D. So the lights and 3D layers should be applied separately in Photoshop this is another important drawback which should be considered. 5. CONCLUSION This report describes briefly about the multimedia and its applications. A very clear and basic explanation about working flow of Adobe After Effects and its current version CS5 which is popularly known as AECS5. This paper also discusses about the problem of opening multi applications at a time and provided the solution for the same. The detailed explanation about the roto brush tool and its importance is provided. This research has clearly explained the merits and demerits of AE (AE CS5). As the technology has good advancements in day to day life the long term project which is still in progress should come out with good advancements. The future advancements of this technology can be upgrading the software with built in lights and 3D effects with good real 3D interaction. CS5 must be compatible with backward versions of CS like CS4 and Cs3. In addition to this there can be many future advancements based on the technology developed. (4300 words excluded references and index) ABBREVIATIONS LAN- Local Area Network AE- Adobe After Effects NLE- Non Linear Editing Systems DVD- Digital Video Disk INDEO- Intel Video MHEG-Multimedia Hypermedia Information Coding Expert Group MIDI- Musical Instrument Digital Interface VFW- Video For Windows AVI- Audio Video Interface DVI- Digital Video Interface MPEG- Motion Picture Expert Group JPEG- Joint Picture Expert Group ITU-T International Telecommunication Union- Telecommunication DCT- Discrete Cosine Transform HTML- Hyper Text Markup Language GIF- Graphical Interchange Format ISO- International Standard Organisation HDTV- High Definition TV MSDL- MPEG-4 Syntactic Description Language SFX- Special Effects VFX- Visual Effects LUT- Look Up Table