Mergers, Acquisitions and Corporate Restructuring in India : Procedures and Case Studies

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1 Brochure More information from Mergers, Acquisitions and Corporate Restructuring in India : Procedures and Case Studies Description: The corporate sector in India is undergoing structural changes as a result of liberalisation, privatisation and openness policies of the Government since early 1990s. Competitive pressures are high not only due to deregulation but also due to globalisation. Along with the rise in the number of Merger and Acquisition (M&A) deals, the amount involved in such deals has risen over time. There is also an increase in the number of open offers, albeit at a lower pace. Cross-border mergers and acquisitions are becoming popular as transnational corporations take advantage of widespread liberalisation and deregulation in an effort to gain market shares, consolidate operations, improve efficiency and dilute the costs associated with investing in research and development and information technology. In India, while the provisions of Companies Act, 1956, govern mergers and amalgamations of domestic companies, acquisition of companies comes under the provisions of Takeover Code of Securities and Exchange Board of India (SEBI). In the case of foreign companies, while share acquisitions/takeovers require the approval of Foreign Investment Promotion Board (FIPB), mergers/ amalgamations require the approval of both the FIPB and the Reserve Bank of India (RBI). The present work deals with procedures and processes involved in financial restructuring of companies through mergers and acquisitions. More importantly, it contains 10 case studies of restructuring through mergers and acquisitions that have taken place in India during the last decade. The work, based on extensive statistical exercises, brings out the major issues that actually crop up in a restructuring exercise. The book, it is hoped, will enhance the understanding of the subject which has assumed added significance in the wake of liberalisation and openness wave sweeping across the world. Contents: Preface 1. Corporate Restructuring and Value Creation Restructuring through Mergers: A Brief History Value Creation through Mergers and Acquisitions Strategic Approach to Mergers and Acquisitions Due Diligence as a Programme of Critical Analysis Procedure for Mergers and Acquisitions Reasons for Mergers and Acquisitions Methods of Valuation for Mergers and Acquisitions Discounted Cash Flow Method Indian Scenario 2. Mergers and Acquisitions: Legal Framework in India and Abroad Mergers and Acquisitions: Theoretical Settings Value Creation Framework for Optimising Merger and Acquisition Value Performance Measures to Evaluate Value Creation through Restructuring Free Cash Flows (FCF) Economic Value Added (EVA) Economic Value Added as a Percentage of Capital Employed (EVACE) Market Value Added (MVA) Analysis of MVA with other Corporate Performance Measures Regulatory Framework Legal Framework in India Economic Reforms since 1991 Law Governing Mergers Companies Act, 1956 Industries (Development & Regulation)

2 Act, 1951 Income Tax Act, 1961 Monopolies and Restrictive Trade Practices Act, 1969 (MRTP Act) Foreign Exchange Regulation Act (FERA), 1973 Sick Industrial Companies (Special Provisions) Act, 1985 (SICA, 1985) Competition Act, 2002 Foreign Exchange Management Act, 1999 (FEMA) Regulatory Framework of Takeovers Legal Framework in Developed Countries United Kingdom Europe USA 3. Mergers and Acquisitions: Global and Indian Experiences International Scenario Indian Scenario 4. Mergers and Acquisitions in India: Case Studies Method of Analysis Ballarpur Industries Limited (BILT) Jindal Vijaynagar Steel Limited (JVSL) The Financial Restructuring Package of JVSL Tata Iron and Steel Company (TISCO) Gujarat Ambuja Cements Limited (GACL) JK Industries Limited Glaxo Smithkline Pharmaceuticals Limited (GSK) Hindustan Lever Limited (HLL) Unichem Laboratories Limited (UNICHEM) ICICI Bank Limited Indian Oil Corporation Limited (IOC) Results of Effects of Restructuring through M&As Assets Turnover Ratio Profit after Taxes (PAT) Return on Investments (ROI) Debt Equity Ratio (D/E Ratio) Return on Net worth (RONW) Return on Capital Employed (ROCE) Earnings Per Share (EPS) Price Earnings Ratio (P/E Ratio) Economic Value Added (EVA I) Economic Value Added (EVA II) Market Value Added (MVA) Free Cash Flows (FCF) Multivariate Analysis Conclusion 5. Conclusions and Suggestions Appendix: Report of the Committee on Takeovers (Chairman: Justice P.N. Bhagwati) Bibliography Index Ordering: Order Online -

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