Corporate Restructuring - Reconfiguration of A Corporation
Corporate Restructuring - Reconfiguration of A Corporation
Abstract
Since 1991, the Indian business climate has changed dramatically, and corporate India has
faced unprecedented challenges and strong competition as a result of deregulation and
decontrol of economic policy. To adapt to the changing climate, Indian corporations began
revamping their operations. Corporate restructuring is an area of prominent interest among
corporate strategy, finance, and organizational studies experts. Restructuring is the newest
term in business circles in the context of economic liberalisation and globalisation.
Companies compete for excellence and a competitive advantage by experimenting with new
tools and concepts. The way businesses are done is fundamentally altering due to the
changing national and worldwide environment. Furthermore, given the rapid speed of change,
corporate restructuring is critical and adds value to the firm. Corporate restructuring has no
longer been one of the main factors that play a critical part in a company's ability to stay up
with the environment. A corporate restructuring strategy revolves around Mergers,
Demergers, Reverse Mergers, Disinvestment, Take Overs, Acquisitions, Strategic Alliances,
and so on. When doing Corporate Restructuring, a company must comply with several
statutes such as The Companies Act, Income Tax Act, The Indian Stamp Act, The
Competition Act, and so on, and it also requires approvals from various authorities such as
NCLT, SEBI, and the Ministry of Corporate Affairs. In this research paper, we briefly review
prior research on corporate restructuring and explain the process of corporate restructuring,
historical aspect, need & scope, motive, benefits, strategies and implications with examples.
TABLE OF CONTENTS
Background
I. Introduction
Meaning of the term corporate restructuring [M&A1]
IV. Motive
V. Benefits
[Instances where benefits arise out of Corporate Restructuring]
VI. Strategies
VIII. Conclusion
BACKGROUND:
Traditionally corporations or firms have attempt to find relevant solutions in these intense,
uncertain, highly competitive market and unpredictable environment changes or settings in
the economy, have pursued corporate restructuring and M&A2 as an tool for balancing
corporation repositioning. While in thought of this traditional industries view M&A and
1
Mergers and Acquisitions
2
Ibid
restructuring as tool for survival and growth in slow growth, but in the era of highly
competitive environment, M&A and restructuring has been pursued with equal zeal in the
vibrant technology industries as a means of accessing latest and emerging technologies and
straddling significant and essential elements of the value chain. And M&A has become nearly
unavoidable as corporations endeavor for global scale and breadth.
INTRODUCTION:
Before restructuring, there must be an existing structure that may have numerous
limitations/restrictions such as financial, legal, business, and management that must be
considered. In other terms, restructuring may be defined as making certain changes to the
present structure.
Mergers and acquisitions (M&A) are a key component of external business expansion, as
well as a corporate restructuring and control plan. Internal growth decisions, such as those
based on investment assessment procedures, are not the same thing. M&A may help
organizations develop quickly and is also a tool for capital market discipline, which enhances
management efficiency and maximizes private profits while also benefiting the public good.
In today's world small businesses find it challenging to survive and expand, which is
dominated by conglomerates and other major corporations. As a result, small firms frequently
choose to merge with larger corporations in order to benefit from the resources of a larger
corporation. Mergers are one of the most effective methods for a company to compete against
other companies in the same sector. Merging with other corporations is frequently a capital
budgeting choice, but there are additional considerations3.
Acquisition, on the other hand, is a distinct phenomenon from a merger. Acquisition occurs
when one company or firm gains complete control of another company or firm in all aspects
of its operations. The parent company is the corporation that acquires the other, and the
acquired firm is entirely submerged under the parent company, with the parent company
managing all of the acquired company's affairs.
Mergers and acquisitions are increasingly being acknowledged as key tools of business
strategy by Indian enterprises as instruments of significant growth. They are frequently
employed in a variety of areas, including information technology, telecommunications, and
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A. P. DASH, MERGERS AND ACQUISITIONS 10 (2010)
business process outsourcing, as well as conventional company, to acquire strength, grow
client base, decrease competition, or enter a new market or product segment. Mergers and
acquisitions can be used to obtain entry to a market through an established brand, gain market
share, decrease competition, minimise tax obligations, acquire expertise, or write off one
entity's cumulative losses against the earnings of another.
The majority of the time, Corporate Restructuring occurs when a corporate organization is
experiencing financial difficulties. The process of Corporate Restructuring is regarded as vital
in order to eliminate the whole financial crises and to improve the company's performance.
Such changes in organizational structure occur as a result of a takeover, merger, unfavorable
financial conditions, or unexpected changes in business, such as buyouts, insolvency,
overutilization of labour, and so on.
HISTORICAL ASPECT:
In the past, India's economy was highly controlled. Despite the fact that government
participation was dominant, the economy was consolidated and controlled through
government action and participation. To put it another way, the economy was closed because
economic factors like demand and supply were not permitted to fully dominate the market.
There were no realignments allowed, and everything was under control. Due to restrictive
government policies and a stiff regulatory framework, the scope and manner of Corporate
Restructuring were severely constrained in such a context. These limitations were essentially
in vogue for nearly two decades. These, on the other hand, were incompatible with the
economic system's ability to keep up with global economic trends if the goal of quicker
economic growth was to be met. The Government is in need to review its whole policy
framework or skeleton and under the economic liberalization measures removed the
restrictions mentioned-above by excluding the relevant sections and provisions.
The true opening up of the economy began with the Industrial Policy of 1991, which stressed
'continuity with change' and focused on relaxations in industrial licensing, foreign
investments, and technology transfer, among other things. The Indian business sector began
restructuring to address the possibilities and difficulties of competitiveness as a result of
economic liberalization, globalization, and opening up of economies. Economic and
liberalization reforms have radically altered the global business landscape. The integration of
the national economy with the "market-oriented international economy" has been the most
significant development. The World Trade Organization (WTO) and the multilateral trade
agenda have facilitated the free flow of technology, capital, and knowledge throughout the
world. A global restructuring wave is sweeping the corporate sector, encompassing both large
and small firms, old economy corporations, conglomerates and new economy companies, as
well as the infrastructure and service sectors. Companies are coming together like never
before, from banking to oil exploration, telecommunications to power generation,
petrochemicals to aviation. Not only have new businesses such as e-commerce and
biotechnology exploded, but traditional ones have been altered as well.
The goal of the Corporate Restructuring process is to increase economies of scale and
efficiency. Companies' capacity to pool all of their resources for optimal utilisation to
generate value is critical to their survival and growth in a competitive environment.
For example, a new major corporation can be formed by merging small businesses that can
benefit from economies of scale. Furthermore, the improved company status allows it to use
it to its advantage by gaining access to low-cost financing markets on a national or worldwide
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Corporate Restructuring, Liquidation, Insolvency & Winding-Up, Professional Programme, ICSI, Module – 2,
Corporate Restructuring, Valuations, & Insolvency, Professional Programme, ICSI, Module – 3, Merger
Acquisition & Corporate Restructuring – Strategies & Practices, Taxmann, 3rd Edition
scale. The fact that finances are available at a cheaper cost makes the firm more comfortable
and competitive.
The strategy used will be determined by the purpose or corporate goals, and hence different
strategies will be used by different firms. Corporate restructuring aims at different things for
different organizations at different periods, with the only common goal in every restructuring
operation being to eliminate disadvantages and combine benefits. The variety of needs to
exercise corporate restructuring as follows:
The scope of Corporate Restructuring includes increasing the economy's efficiency and
profitability. In order to expand or survive in a competitive climate, a firm must reorganise
itself and focus on its competitive edge. Companies' survival and success in this climate are
dependent on their capacity to pool all of their resources and put them to best use. A larger
firm formed through the merging of smaller ones might benefit from economies of scale. The
larger the size, the greater the business prestige. The status enables it to use the same to its
advantage, allowing it to raise greater sums at reduced expenses. Profits are generated when
the cost of capital is reduced. The availability of capital enables the firm to expand at all
levels and so become more competitive.5
The worldwide size and scope of M&A are massive — yearly global M&A statements
suggesting strategic intent are worth several trillion dollars, which is more than the GDPs of
all but a few nations. Even during the present Covid-era, various Indian corporations have
undertaken acquisition movements, including WIPRO (Capco, Ampion), First Source
(Patient Matters), Tata Sons (Big Basket), Piramal Group (DHFL), and others. While
organizations throughout the world seek expansion via M&A, they also seek contraction
through divestment and de-merger (spin-off) as they continually strive to realign and
rebalance their company portfolios and refocus their energy and resources. We believe that
after the globe has emerged from the turbulent Covid period, There would be unprecedented
levels of corporate reorganization by the weakened businesses, as well as opportunistic
acquisitions by the stronger players that have weathered the storm and positioned themselves
for the economic recovery.6
Considerations:
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Corporate Restructuring – Types & Importance, Taxmann, 24th September, 2021
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Mergers, Acquisitions and Restructuring- IIM Ahmedabad(Indian Institute of Management)-Program 2021
One aspect of a successful restructuring is persuading investors of the restructuring's wisdom
and persuading them that this is a beneficial move for the firm. Investors must believe not
just in the restructuring strategy, but also in the capacity of the management to carry it out. If
investors believe the firm is viable and growing following the reorganization, share prices
will climb.7
BENEFITS:
Inorganic growth strategies include mergers, amalgamations, and acquisitions. The purpose
of such corporate restructuring techniques is to establish synergy. Because of this synergy
effect, the merged firms' worth is larger than the sum of their parts. Synergy can be defined as
a rise in income or a reduction in costs. Corporate restructuring strives to improve a
company's competitive position while also optimizing its contribution to corporate goals.
(1) Grow in Market Share - A merger allows the merging firm to increase its market share.
This increase in market share is achieved by supplying extra goods and services as requested
by customers. Horizontal mergers are essential for expanding market share. (For example,
Idea and Vodafone)
(2) Reduced Competition - A horizontal merger reduces competition. One of the most
prevalent and compelling motivations for mergers and acquisitions is competition. (Hewlett-
Packard and Compaq)
(3) Large size - Businesses utilize mergers and acquisitions to increase their size and become
a dominant force in comparison to their competitors. In general, organic growth takes years to
acquire huge scale. However, mergers and acquisitions (i.e. inorganic expansion) may do this
in a matter of months. Sun Pharmaceuticals and Ranbaxy Pharmaceuticals are two examples.
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What Are the Motives Behind Corporate Restructuring?- Small Business CHRON- Newsletters
(4) Economies of scale - Mergers increase economies of scale, resulting in a lower cost per
unit. An increase in a product's overall output lowers the fixed cost per unit.
(5) Tax advantages - Companies employ mergers and amalgamations for tax considerations
as well. Particularly when a profit-making and a loss-making enterprise merge. The set-off
and carry-forward provision of the Income-tax Act of 19618 provides a significant income tax
benefit.
(7) Strong brand – Because creating a brand is a time-consuming process, businesses prefer
to purchase an established brand and leverage on it to gain large profits. (For example, Tata
Motors and Jaguar)
Corporate restructuring techniques vary depending on the nature of the firm, the sort of
diversity necessary, and the ultimate result is profit maximization through effective resource
merging, exploitation of idle resources, effective competition management, and so on.
Planning the sort of restructuring necessitates a thorough business analysis, predicted
business demand, available resources, utilized/idle percentage of resources, competition
analysis, environmental effect, and so on. The bottom line is that the proper restructuring plan
8
Section 72, Income Tax Act 1961
maximizes synergy across the entities participating in the restructuring process. It entails
examining many issues both before and after the restructuring process.9
1. L&T Ltd. demerged off its cement operations to become Ultratech Cement Co. Ltd. The
resulting firm was then transferred to Grasim Industries (Aditya Birla Group). Following the
transaction, L&T profited from the realized value of its cement division and was able to focus
on core industries such as engineering and construction. Grasim Ind. profited from economies
of scale, greater capacity, overall competitiveness, multifunctional synergies, and a pool of
integrated resources.
2. Tata Steel Ltd. purchased abroad Corus Group Plc., which significantly increased Tata
Steel Ltd.'s production synergies. Tata Steel Ltd. will be able to combine its low-cost
manufacturing with the excellent quality of Corus as a result of the purchase. It resulted in the
use of a large retail and distribution network, technological transfer, and improved R&D
skills.
3. Bharti Airtel Ltd. used a leveraged buyout approach to purchase Zain Telecom (Africa
division). The acquisition of Zain Africa International BV was financed mostly using
borrowed monies. Bharati Airtel established a Special Purpose Vehicle (SPV) and arranged
the transaction through the SPV. As a result, Bharati Airtel's Balance Sheet remained
unaffected. Bharti Airtel, on the other hand, accepts complete responsibility as a guarantor for
special purpose vehicles.
Different Strategies:
Companies are facing a time of prodigious change, in opening up to the opportunity to refresh
corporate restructuring strategies. As consumer behaviours, regulatory factors and the
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PP- CRVI -2014, LESSON – 1 CORPORATE RESTRUCTURING – INTRODUCTION and CONCEPTS
unblemished business environment evolve throughout post pandemic scenarios, companies
need to adopt various strategies.
Nowadays, the concept has been adopted rigorously like mob mentality with some recent
mergers. The process of restructuring is erupting through mergers and amalgamations has
been a common practice in the developed and free economy nations like USA and other
European countries where loads and loads of mergers take place every year. There are
various strategies through which restructuring of corporate entities can be processed such as
amalgamation, Mergers, demergers, reverse mergers, takeovers, joint ventures,
disinvestments, buyback of shares and some more.
• By Amalgamation:
It is the process of combining or uniting multiple entities under one head. The term
amalgamation is not defined under the Companies Act, 1956. Amalgamation is a legal
process by which two or more businesses merge to form a new entity, or one or more
businesses are absorbed or blended into another. As a result, the amalgamating company
ceases to exist, and the shareholders of the new or amalgamated company become
shareholders of the or amalgamated company.
• By Merger:
A merger occurs when the assets of two or more companies are vested in or under the control
of one firm, which may or may not be one of the original two companies and has all or
practically all the shareholders of the two companies as stockholders.
• By Demergers:
The act of separating a portion of an existing corporation into a new firm that functions
totally independently of the original. The former company’s stockholders are normally
awarded an equal portion of the new company’s ownership. A demerger is frequently used to
improve the efficiency of each of the segments by allowing them to focus on a more focused
purpose.
• By Reverse Merger:
When a private firm buys control of a public company and subsequently mergers with
another private company, this is known as a reverse merger. In a reverse merger, the private
firm shareholders receive the majority of the public company’s shares as well as board
control. A reverse merger is a fast approach to go public, with a time frame of only a few
weeks. The public business has completed all of the essential administrative work and
reviews in order to become public, which is why reverse merger is so swift.
• Takeovers:
It is the purchase of one company by another. In contrast to the acquisition of a private firm,
this word refers to the acquisition of a public corporation whose shares are traded on a stock
exchange.
• Joint Ventures:
In India, a corporation is formed by two participants (individuals or businesses). One party’s
business is transferred to the corporation, and in exchange for this transfer, the corporation
issues and subscribes to shares. The shares are purchased in cash by the opposite party. The
parties invest in the joint venture company’s shares in an agreed-upon proportion in cash and
create a new firm.
• By Disinvestment:
It means to sell off certain assets, such as a manufacturing plant, a division or subsidiary, or
product line.
• By Buyback:
A company’s repurchase of outstanding shares to reduce the number of shares on the market.
Companies will buy back shares to either raise the value of the shares that are still available
or to eliminate any risks from shareholders seeking control. In other terms buyback is the
reversal of a business’s stock issue, in which the firm offers to buy back its own shares from
investors at a certain price. This offer might be binding or optional to the investors.
IMPLICATIONS OF RESTRUCTURING:
As your company grows, you may need to add departments, bring outsourced functions in
house, downsize, or restructure your organization in some other way. While organizational
restructuring is intended to improve a company’s efficiency, it can also have unintended
repercussions. Consider all the good and negative consequences of any big modifications to
your business structure before proceeding.
MORE CONTROL:
Creating departments to handle previously outsourced duties is one technique to restructure a
company. Hire a full-time bookkeeper, information technology specialist, human resources
manager, and marketing director. For example, employees, unlike contractors, are at your
beck and call and report to you directly, providing you more control over their work.
CULTURAL CHANGES:
Top employees have more autonomy and control when a company has a flat organizational
structure with only a few reporting directly to the owner. Former senior staff employees
become one step removed from the boss when you restructure by adding departments,
frequently reporting to a chief operating officer or chief financial officer. Former allies begin
to designate their territories to defend their budgets and positions in the firm hierarchy when
a department like marketing separates into advertising, sales, promotions and public relations.
Those who remain may band together in groups they believe offer the best opportunity for
survival and job security if the reorganization includes a downsize or consolidation of
departments.
IMPROVED EFFICIENCY:
When many firms start off, a small group of workers generally share the heavy workload that
comes with establishing a business. As employees multitask and make decisions about what
tasks to put on the back burner, this might result in certain sections of your organization
being underserved. Employee job descriptions are strengthened as a result of restructuring,
specialists are assigned to each area, and there is more accountability and attention on
specific duties. Moving human resources out of accounting and creating two separate
departments is a classic example of an organizational restructure that improves efficiency.
INCREASED ADMINISTRATION WORK:
After restructuring you may find that you have got some additional administrative work
especially if you hire more personnel. You must manage new hires in addition to recruiting
and training them, spending time on department setting goal, budget preparation and weekly
meetings. For example, before you can start working on a business budget, you will need
your managers to submit budget to each of their departments, which you will need to approve
before you can start working on the master budget.
COST IMPLICATIONS:
Depending on the type of restructuring, an organizational restructure might increase or cut
costs. If you bring contracted work in-house, for example, you may initially incur higher
costs when you hire additional staff, but you will save money in the long run by exorbitant
contractor fees. Your overhead costs will rise as you add more personnel to the department. If
you hire additional sales and marketing people, their efforts should result in greater sales and
revenue which will cover their expenditures. Adding additional finance or human resources
personnel will not raise sales, but they will improve efficiency and minimise productivity
declines.
It’s past time for Indian businesses to take a hard look in the mirror. Over the last 15-20 years
they have faced a tremendous success. They have moved forward from the foreign
competition, established themselves abroad and gained money in the process. India Inc now
taking on a new lease on life, focusing on organizational reorganisation.
Major changes are on, or are in the offing, in some of the biggest business houses of the
country – Larsen & Toubro, Wipro, Infosys, Godrej, Birla, and Tata, among others. L&T, a
leading engineering firm, has announced the formation of nine different divisions under the
parent company that will operate separately. Wipro’s IT service company will be split
vertically into six key business units based on industry domains as part of mid-level structure
and management makeover.
Companies must consider the interests of its investors and shareholders. This is driving
several businesses to examine their internal operations and make improvements. Demerger of
a business making new companies enhances valuation tremendously. Most of them will
eventually be listed, adding value, says CG Srividya, partner, at Global accounting firm Grant
Thornton.
The demerger of reliance Industries in 2005 is an excellent illustration of this. Mukesh and
Anil ran separate firms and by March 2006, five listed companies had surfaced as prospective
investment prospects for investors, with share prices posted differently on the Bombay stock
exchange and the national stock exchange.RIL’s stock was trading roughly 978 per share
prior to the demerger, but after the demerger, the aggregate share values of five firms were
around 1,235 representing a gain of nearly 26% for each shareholder.
Another example we can take is of Gitanjali Gems, in case of Gitanjali Gems is to establish
independent entities for manufacture, branding, international retail, domestic retail, and
technology under a holding company. ‘The company’s personnel has evolved from a young
to a more experienced one. “We are now a fully integrated player, but all of our operations
are currently under one roof,” which is why we made this move, ‘explains Mehul Choksi,
managing director of Gitanjali Gems. He explains that each investor is interested in distinct
sectors, which provides investors with a clear direction.
The true opening of the economy with the industrial policy of 1991, which emphasised
‘continuity with change’ and focused on relaxations in industrial licensing, foreign
investments, and technology transfer, among other things. The Indian business sector began
restructuring to address the opportunities and challenges of competitiveness because of
economic liberalization, globalization and opening up of economies.Today a global
restructuring wave is sweeping the corporate sector, encompassing both large and small
entities, old economy conglomerates and new colony corporations and new economy
corporations, as well as the infrastructure and services structure. Mergers and, acquisitions,
consolidations and takeovers have all become common place in the current economic
paradigm. Conglomerates are being formed to combine enterprises, and demergers have
become the norm when synergies are not obtained. With the increased competition and the
economy moving toward globalization, corporate restructuring is likely to take place on a
much greater scale than in the past and is expected to play a significant role in achieving
India’s competitive advantage in the worldwide market.
CONCLUSION
Corporate restructuring has become one of the most critical factors in a company's ability to
stay on track with the environment. Mergers, Demergers, Reverse Mergers, Disinvestment,
Take Overs, Acquisitions, Strategic Alliances, and so on are all examples of corporate
restructuring strategies, and while doing so, a company must comply with several statutes
such as The Companies Act, Income Tax Act, The Indian Stamp Act, The Competition Act,
and so on, and it also requires approvals from various authorities such as NCLT, SEBI, and
the Ministry of Corporate Affairs. In this paper, the author explains the concept of corporate
restructuring in detail by discussing its historical background, business strategy, need and
scope, benefits, regulatory framework, and legal aspects.