63095080 Corporate Restructuring

download 63095080 Corporate Restructuring

of 56

Transcript of 63095080 Corporate Restructuring

  • 7/27/2019 63095080 Corporate Restructuring

    1/56

    Corporate Restructuring - a path breaking strategy for running business successfully1

    CORPORATE RESTRUCTURING Re- engineering is new, and it has to be done.

    -

    Peter F . Dr ucker

    INTRODUCTION

    The increasing competition, rapid advances in technology, more demanding

    shareholders, more challenging work forces and rising complexity of the business

    conditions have increased the burden on managers to deliver superior performance and

    value for their shar eholders. In this modern winners take all economy, companies have

    to take a timely responsive action to save their organisations. This brings us to the

    concept of CORPORATE RESTRUCTURING.

    Companies pass through different phases in their lifetime. Good times are followed by

    bad times, expansion is followed by retraction. Sometimes, companies cannot ensure

    their continuity and are partly or entirely liquidated. Through their life cycle, companies

  • 7/27/2019 63095080 Corporate Restructuring

    2/56

    Corporate Restructuring - a path breaking strategy for running business successfully2

    from time to time need to be restructured, dramatically changing course to restore

    profitable operations. At this point of time company executives may ask whether it is

    time to restructure the company. But before considering any action, they must first

    answer the q uestions: will restructuring work? and when doe s restructuring improve

    economic performance?

    During the past decade, corporate restructuring has increasingly become a staple of

    management life and a common phenomenon around the world. Unprecedented number

    of companies across the world have reorganised their divisions, restructured their assets,

    streamlined their operations and spun-off their divisions in a bid to spur the company

    performance. It has enabled numerous organisations to respond quickly and more

    effectively to new opportunities and unexpected pressures so as to re-establish their

    competitive advantage. Restructuring is a change in company strategy without which its

    continuity could not be ensured. The suppliers, customers and competitors also have an

    equally profound impact while working with a restructured company.

  • 7/27/2019 63095080 Corporate Restructuring

    3/56

    Corporate Restructuring - a path breaking strategy for running business successfully3

    CORPORATE RESTRUCTURING in definite terms:

    Restructuring is the corporate management term for the act of partially dismantling

    and reorganizing a company for the purpose of making it more efficient and therefore,

    more profitable. It generally involves selling off portions of the company and making

    severe staff reductions.

    In other words, Corporate restructuring is the process of redesigning one or more aspects

    of a company. This concept also includes the termed Re -engineering and was

    popularized by Michael Hammer and James Champy.

  • 7/27/2019 63095080 Corporate Restructuring

    4/56

    Corporate Restructuring - a path breaking strategy for running business successfully4

    WHY RESTRUCTURING?

    Restructuring has become an essential element in many

    companies' attempts to improve their competitive position in the marketplace. The power

    of modern information technology must be utilized to radically redesign business to

    achieve the major improvements in performance.

    Restructuring endeavours to break away from the old rules about how we organize and

    conduct business, and in a major hope to break away from the antiquated processes that

    threaten to drag businesses down.

    For example, Through restructuring, Ford was able to achieve a 75% reduction in head

    count of its Accounts Payable Department, previously consisting of 500 employees.

    Matching of invoices and check preparation is done automatically.

    Another example is that of Mutual Benefit Life which has restructured its process of

    insurance applications. The processing of complex insurance applications which had

    taken from 5 - 25 days, involving 19 different employees, can now be done by oneindividual with an average turnaround time of 2 - 5 days--eliminating 100 field office

    positions. Decisions regarding Restructuring may be done either with a view of

    expanding the existing business where it is seen as a positive sign of growth , or with a

  • 7/27/2019 63095080 Corporate Restructuring

    5/56

    Corporate Restructuring - a path breaking strategy for running business successfully5

    view to reduce the losses of the existing company where it is seen as a negative sign of

    growth.

    Here are some explanatory of why corporate restructuring should take place and what it

    can mean for the company.

    The changing times in the ever competitive business world requires restructuring to meet

    corporate objectives.

    Restructuring a corporate entity is often a necessity when the company has grown

    to the point that the original structure can no longer efficiently manage the output

    and general interests of the company.

    o For example, a corporate restructuring may call for spinning off some

    departments into subsidiaries as a means of creating a more effective

    management model as well as taking advantage of tax breaks that would

    allow the corporation to divert more revenue to the production process. In

    this scenario, the restructuring is seen as a positive sign of growth of the

    company and is often welcome by those who wish to see the corporationgain a larger market share.

    However, financial restructuring may take place in response to a drop in sales, due

    to a sluggish economy or temporary concerns about the economy in general. When

    this happens, the corporation may need to reorder finances as a means of keeping

    the company operational through this rough time. Costs may be cut by combining

    divisions or departments, reassigning responsibilities and eliminating personnel, or scaling back production at various facilities owned by the company. With this type

    of corporate restructuring, the focus is on survival in a difficult market rather than

    on expanding the company to meet growing consumer demand.

  • 7/27/2019 63095080 Corporate Restructuring

    6/56

    Corporate Restructuring - a path breaking strategy for running business successfully6

    Corporate restructuring may take place as a result of the acquisition of the

    company by new owners. The acquisition may be in the form of a leveraged

    buyout, a hostile takeover, or a merger of some type that keeps the company intact

    as a subsidiary of the controlling corporation. When the restructuring is due to ahostile takeover, corporate raiders often implement a dismantling of the company,

    selling off properties and other assets in order to make a profit from the buyout.

    What remains after this restructuring may be a smaller entity that can continue to

    function, although not at the level possible before the takeover took place.

    In general, the idea of corporate restructuring is to allow the company to continue

    functioning in some manner. Even when corporate raiders break up the company and

    leave behind a shell of the original structure, there is still usually the hope that what

    remains can function well enough for a new buyer to purchase the diminished corporation

    and return it to profitability.

  • 7/27/2019 63095080 Corporate Restructuring

    7/56

    Corporate Restructuring - a path breaking strategy for running business successfully7

    CHARACTERISTICS:

    The selling of portions of the company, such as a division that is no longer

    profitable or which has distracted management from its core business, can greatly

    improve the company's balance sheet. Staff reductions are often accomplished partly

    through the selling or closing of unprofitable portions of the company and partly by

    consolidating or outsourcing parts of the company that perform redundant functions (such

    as payroll, human resources, and training) left over from old acquisitions that were never

    fully integrated into the parent organization.

    Other characteristics of restructuring can include:

    Changes in corporate management

    Retention of corporate management sometimes "stay bonus" payments or

    equity grants

    Sale of underutilized assets, such as patents or brands

    Outsourcing of operations such as payroll and technical support to a more

    efficient third party Moving of operations such as manufacturing to lower-cost locations

    Reorganization of functions such as sales, marketing, and distribution

    Renegotiation of labor contracts to reduce overhead

    Restructuring of corporate debt to reduce interest payments

    A major public relations campaign to reposition the company with

    consumers Forfeiture of all or part of the ownership share by pre restructuring stock

    holders

  • 7/27/2019 63095080 Corporate Restructuring

    8/56

    Corporate Restructuring - a path breaking strategy for running business successfully8

    WHO WILL UNDERTAKE THE PROCESS OF RESTRUCTURING?

    We are now aware of the concept of restructuring but naturally we should

    also know who does the restructuring in an organization?

    There are five people involved in restructuring of an organization.1. The leader The leader takes the initiative to reengineer as he has the vision to

    innovate. HE is the senior executive who authorizes and motivates the overall

    restructuring effort.

    2. The tar get area/pr ocess owner A manager with responsibility for a specific

    area or a specific process and restructuring effort focused on it.

    3. The restructur ing team A group of individuals dedicated to restructuring of a

    particular process/ area, which diagnose the existing process/area and oversee its

    redesign and implementation.

    4. Steer ing committee A policy making body of senior managers who developthe organizations overall re structuring strategy and monitor its progress.

    5. Restructur ing czar An individual responsible for developing restructuring

    techniques and tools within the company and for achieving synergy across the

    companys separate re structuring projects.

    In an ideal world, the relationship among these is as follows:

    The leader appoints the process owner, who convenes a restructuring team to

    restructure an area/process, with assistance from the czar and under the backing of

    the steering committee.

  • 7/27/2019 63095080 Corporate Restructuring

    9/56

    Corporate Restructuring - a path breaking strategy for running business successfully9

    GENERAL FRAMEWORK:

    The general fr amework for corporate restructuring and reorganisation consists of

    the following:1. Reorganisation of assets

    a. Acquitions

    b. Sell-offs or divestitures

    2. Creating new ownership relationships

    a. Spin-offs

    b. Split ups

    c. Equity carveouts

    3. Reorganising financial claims

    a. Exchange offers

    b. Dual class recapitalisations

    c. Leverage recapitalisations(bankruptcy)

    d. Financial reorganisation

    e. Liquidation

    4. Other strategies

    a. Joint ventures

    b. Employee Stock Ownership Plans , Master Limited Partnership

    c. Going-private transactions

    d. Using international markets

    e. Share repurchase programs

    When one company purchases another company and clearly establishes itself as

    the new owner, the purchase is called an acquisition.

  • 7/27/2019 63095080 Corporate Restructuring

    10/56

    Corporate Restructuring - a path breaking strategy for running business successfully10

    Divestiture , on the other hand, involves a sale of a unit or a segment of a

    company to a third party. The companys assets, product lines, subsidiaries or

    divisions are sold for cash or securities or a combination of these.

    In spin-offs , a company distributes all its shares in a subsidiary to their shareholders on a pro rata basis. As a result, a new public corporation is formed

    with the same ownership patterns as that of parent organisation. There is no money

    exchange and revaluation of subsidiarys assets. The transaction is treated as a

    stock dividend and a tax-free exchange.

    On the other hand, in a split-up , two or more companies are formed in place of

    the parent company. The parent company is liquidated after exchanging the stocks

    of two or more subsidiary companies for all the parent companys stock. They are

    usually a result of spin-offs.

    In equity curve-outs , some of the shares of a subsidiary are offered for sale to the

    general public as a means to generate cash for the parent organisation without

    losing its control.

    In split-offs , the parent company issues its subsidiarys shares to the parent

    companys shareholders in return for a specified number of parent companys

    shares.

    Capital structure and leverage decisions represent potentials for value

    enhancement, for acquiring other firms or to defend against being acquired by

    others. Leverage recapitalisation involves a relatively large issue of debt that is

    used for the payment of a relatively large cash dividend to non-management

    shareholders or for the repurchase of common shares, or a combination of both,thereby increasing the ownership share of the management.

    On the other hand, in a dual-class stock recapitalisation , firms establishes a

    second class of common stock that has limited voting rights but usually with a

    preferential claim to the firms cash flows.

  • 7/27/2019 63095080 Corporate Restructuring

    11/56

    Corporate Restructuring - a path breaking strategy for running business successfully11

    An exchange offer provides one or more classes of securities, the right or

    option to exchange part or their entire holding for a different class of securities of

    the firm. Financial reengineering is used by the firms to limit their financial

    exposure and also to facilitate merger transactions . If the firm is worth more deadthan alive, creditors will force the firm to liquidate.

    In liquidation , the firm can be sold in parts or as a whole for an amount that

    exceeds the pre- liquidation market values of the firms securities. Voluntary

    liquidations are used when there is a threat of a bust -up takeover .

    Joint ventures are used to acquire complementary technological or management

    resources at lower cost, or to benefit from economies of scale, critical mass and

    learning curve effect. They are often used to provide countervailing power among

    rivals in a product market and among rivals for a scarce resource.

    Employee Stock Ownership Plan (ESOP) is a type of stock bonus plan that

    invests primarily in the securities of the sponsoring employer firm. They are

    designed to promote employee stock ownership and to facilitate raising of capital

    by employers. On the other hand, Master Limited Partnership (MLP) is a type of

    limited partnership whose shares are traded publicly. The limited partnership

    interests are divided into units that trade as shares of common stock. MLPs offer

    investors liquidity via an organised secondary market for trading of partnership

    interests. Both ESOPs and MLPs have tax advantage and both have been involved

    in takeover and takeover defence activities.

    Going private refers to the transformation of a public corporation into a privately

    held firmA Leverage Buyout (LBO) is a general form of restructuring wherein the

    managers, with the help of some outside agencies, replace the public stockholdings

    with closely held equity. Sometimes, the stocks and assets are purchased by a small

    group of investors especially buyout specialists or investment bankers or

  • 7/27/2019 63095080 Corporate Restructuring

    12/56

    Corporate Restructuring - a path breaking strategy for running business successfully12

    commercial bankers. Usually, the present management is included in the buying

    group. The buyout process varies with few managers preferring the acquisition of

    the entire company, while few preferring the acquisition of a division or subsidiary.

    When the companys key executives are involved in the buyout process, it is termedmanagement buyouts (MBOs).

    Share repurchase program generally deals with the cash offers for outstanding

    shares of common stock thereby helping in changing the capital structure of the

    firm. It also helps in reducing the common stock so that the debt/equity ratio or

    leverage ratio is increased.

    The selection of the restructuring initiative varies with the type of organisation, the

    Management and the challenges faced by the organisation. However, generally,

    specialists distinguish four modes of restructuring

    Portfolio Restructuring, Financial Restructuring ,Organisational Restructuring and

    Business process re-engineering.

    Portfol io Restru cturi ng:

    It involves changes in the asset mix of the organisation, i.e. addition or disposal of

    assets from the organisations business. It includes acquisitions, asset sales, divestitures,

    liquidations, spin-offs or a combination thereof. It is cited that spin-offs generate higher

    performance gains than sell-offs and acquisitions and divestitures, Better strategic focus,

    strong control of multiple business units and superior economies of scope can be the

    intermediate effects of portfolio restructuring.

  • 7/27/2019 63095080 Corporate Restructuring

    13/56

    Corporate Restructuring - a path breaking strategy for running business successfully13

    F inancial Restructuri ng:

    It involves changes in the capital and debt structure of an organisation which

    includes leveraged buyouts, leveraged recapitalisation and debt for equity swaps. Thelargest returns in financial restructuring come from leveraged and management buyouts

    increased emphasis on cash flows and changes in managerial incentives can be the

    intermediate effects of financial restructuring.

    Organisational Restru cturi ng:

    It involves changes in the organisational structure which include divisional

    redesign, reducing the hierarchical level, reduction in product diversification,

    compensation revision, improving governance and workforce reductions. However, it is

    more dependent upon the circumstances in which it is initiated and has the least impact on

    performance. An increase in operating efficiencies, greater employee satisfaction, reduced

    turnovers and better communications can be the intermediate effects of an organisational

    restructuring. These intermediate effects, directly or indirectly, influence the financial

    performance of the organisation. However, this ultimate effect might be visible within a

    few years or might take a longer time period.

    To measure the impact of restructuring, the organisation can study the impact on

    market performance through the movement in the organisations stock prices after the

    announcement of the restructuring or through the impact on accounting performance by

    analysing the changes in earnings (like return on equity and return on investment) beforeand after the restructuring Studies reveal that generally, there is a statistically significant

    improvement in the organisational performance after a restructuring event. However, it

    may not be the case always. It is cited that the average percentage change in performance

    is positive for financial and portfolio restructuring, while it is negligible or sometimes

  • 7/27/2019 63095080 Corporate Restructuring

    14/56

    Corporate Restructuring - a path breaking strategy for running business successfully14

    negative in case of organisational restructuring (Table I).

    The latest concept to be introduced under the strategy of Restructuring is that of Business

    Process Re- engineering (BPR)

    Business process re-engineer ing -

    The ever changing and dynamic technology calls in for the BPR. Every company needs

    to be up to date with its technology and when such new technology is introduced it

    becomes essential to call in BPR to bring in efficiency in the business.

    BPR focuses on redesigning work processes to enhance productivity and

    competitiveness. The demand for a new approach to company restructuring has beenfuelled by the awareness, that many of the existing business logic is built on

    premises of considerable age. Due to the global changes in economy, markets are

    globalized, customer requirements change and competition is intensified, new

    approaches had to be developed for coping with environmental dynamics and the

    required flexible organizational change. In 1991, Michael Hammer, a former MIT

    professor in computer science published an article in the Harvard Business Review,

    emphasizing the need for fundamental organizational change and for the first time

    using the term Business Process Reengineering.

  • 7/27/2019 63095080 Corporate Restructuring

    15/56

    Corporate Restructuring - a path breaking strategy for running business successfully15

    METHODOLOGY/ PROCESS FOR ENTERPRISE RESTRUCTURING:

    The methodology of enterprise restructuring is based on a strategic plan ni ng process .

    This consists of three phases:

    1 Diagnostic phase

    Diagnosis of the company through strategic appraisal ( four months)

    2 Planning phase

    Preparation of the strategic improvement plan (business plan, two months)

    3 Implementation phase

    Restructuring, including monitoring of progress and revisions of the previous

    phases ( eighteen months)

    The process and methodology of diagnostic review and strategic planning is summarised

    in the figure below.

  • 7/27/2019 63095080 Corporate Restructuring

    16/56

    Corporate Restructuring - a path breaking strategy for running business successfully16

    Internal analysis of marketing, produc- tion, orga nisation and fi nan ce func-

    tions. Ana lysis of bu siness units

    External ana- lysis mar ket, com pe ti ti ve, econo mic and

    legal envi ron - ment Diagnostic

    SWO at the stra te- gic level Identify the competitive ad- van ta ges

    Strategic planning : de fi nition of corpo- rate ob ectives, mis- sion sta tement, and corpo rate (business unit) strategy

    Planning

    Tactical planning : mar ke ting, pro du c- tion, orga nisation and fi nan ce objec- tives and strategies

    Implemen- tation

    Action plan , to put actions in a time frame, assign res-

    pon sibilities, and mo nitor progress

  • 7/27/2019 63095080 Corporate Restructuring

    17/56

    Corporate Restructuring - a path breaking strategy for running business successfully17

    The diagnostic phase analyses the internal and external environment of the

    company, its relative position on the market, and its position relative to the competition.

    Thus, in-depth studies are conducted into the operations of the company, in particular its

    marketing, production, organisation and finance functions, problems encountered, their causes and possible solutions. The local and export market is extensively investigated, as

    is the competition. Based on this information, the SWOT analysis is completed: the

    relative strengths & weaknesses in the internal environment, and the opportunities &

    threats in the external environment. Through this analy sis, the companys compe titive

    advantages on the market can be determined.

    With a thorough and detailed diagnostic, the development of the restructuring plan

    is not very difficult. Based on the SWOT, the corporate objectives, mission statement and

    subsequently corporate and business unit strategies are developed - strategic planning.

    Having completed this important step, the corresponding objectives and actions at the

    functional level (marketing, production, organisation, and finance) logically follow.

    Accordingly, financial projections are developed, as is an action plan clearly outlining

    what is to be done to implement the restructuring plan, when and by whom.

    II The Company Diagnostic

    The company diagnostic, or the strategic appraisal of the enterprise, consists of

    five consecutive steps. This leads to a diagnostic report by the fourth month of project

    implementation. Apart from technical studies, the diagnostic phase includes a number of

    participatory planning sessions with middle and higher management staff, aiming to

    uncover strategic bottlenecks for the companys development, assessing the options, and

    defining new strategic directions.

  • 7/27/2019 63095080 Corporate Restructuring

    18/56

    Corporate Restructuring - a path breaking strategy for running business successfully18

    1. Identification of stakeholders in the company - who will be affected. These are

    the management, shareholders, workers (some of whom may be shareholders as

    well), clients, suppliers, distributors, creditors, banks, government, and others. Are

    they willing to collaborate in the restructuring exercise? Are there any conflictinginterests among the stakeholders?

    2. Pr e-assessment of the current situation . What are the present product / market

    combinations. How has the company performed in recent years? What would be the

    outcome of a strategy continue business as usual? Would the company be able to

    secure its continuity without restructuring?

    3. I nternal analysis aims at identification of strengths and weaknesses in the

    companys structure, culture, and resources. The internal analysis includes a revi ew

    of sales, costs, profits, organisational structure, management style, technology,

    financial results, and other factors. For the main functional areas of marketing,

    production, organisation and finance diagnostic tables are made, demonstrating the

    problems found, their consequences, and possible solutions. The internal analysis

    also identifies Strategic Business Units (SBUs) that could be operated independently

    from the rest of the enterprise. Core businesses and core competencies are identified,

    that i s SBUs that are considered crucial to the companys existence and survi val.

    Determine the competitive strengths and weaknesses of SBUs, starting with the

    core businesses.

    4. Ex ternal analysis of the economic environment, markets and competition. This

    implies a critical analysis of elements / developments outside the company that are

    (potentially) relevant to the performance of the company, and most of which can

    not be directly influenced by the company. This includes an assessment of macro

  • 7/27/2019 63095080 Corporate Restructuring

    19/56

    Corporate Restructuring - a path breaking strategy for running business successfully19

    economic, legal and political developments in the country, market analysis

    (prospective product / market combinations), customers, competitors, distribution

    channels, logistics, and the environment.

    5. SWOT-analysis at the strategic level : relative strengths & weaknesses,

    opportunities & threats. This helps the enterprise identify its competitive

    advantages on the market. Competitive advantages may be found at the level of

    manufacturing (enabling a company to produce a product cheaper), product design

    and / or quality (enabling a company to reach higher levels of customer

    satisfaction), marketing (enabling the company to exploit market opportunities),

    distribution (aiming to better reach the client), and many others.

    The SWOT summarises the findings from the diagnostic, and places this infor-

    mation in a strategic framework for company improvement. Through the SWOT

    we match strengths with opportunities (take advantage), aim to convert weaknesses

    into strengths(improve), and determine how threats can be avoided by specific

    actions (upgrade). Thus, the SWOT helps determine what the company already

    does well, how it can use these skills to grab opportunities, and where it needs to

    make improvements to counter threats and overcome weaknesses. The SWOT,

    which is the outcome of the diagnostic study, is an extremely important step in

    establishing the priorities for the restructuring plan.

    III The Restructuring Plan

    The strategic planning process consists of another four steps (step six to nine), during

    which concrete restructuring actions are formulated. Step ten aims to put in place a

  • 7/27/2019 63095080 Corporate Restructuring

    20/56

    Corporate Restructuring - a path breaking strategy for running business successfully20

    framework to monitor to what extent the restructuring plan is being implemented and its

    goals are being realised (strategy implementation).

    6. Strategic planning - define gl obal objectives. Based on the SWOT, the enterprisesobjectives, its strategic vision and business philosophy is formulated. What do we

    want to achieve in terms of profit, market penetration, client satisfaction, and other

    objectives at the corporate level. Which business are we in, or do we want to be in,

    and in which we no longer operate. Define a new mission statement, showing what

    the company is, what it stands for, and what it does for others. Strategic planning

    aims to lay down the strategic directions that the company will follow in the medium

    and long term. This is not very detailed. Strategic planning deals with trends rather

    than details.

    7. Corporate planning - making the strategic choices (long-term), affirming the

    commitment to undertake corporate restructuring. It includes a decision which of

    the current SBUs to drop (divest), which ones to develop further, and which new

    ones to start with. These decisions are obviously based on the internal strengths,

    external opportunities, and corporate objectives identified before. They include an

    assessment of the attractiveness of the market on the one hand and the ability of

    the company to compete successfully on that market on the other hand. The

    strategic choices to be made set priorities for possible investment decisions at the

    corporate and SBU levels, and require an analysis of their financial and operational

    feasibility.

    8. Tactical planning (medium term) for each of the selected SBUs. Whether to produce

    sausages or bread is a strategic decision, based on the SWOT and conclusions of

    the diagnostic. How to market them is a tactical decision: in marketing planning we

  • 7/27/2019 63095080 Corporate Restructuring

    21/56

    Corporate Restructuring - a path breaking strategy for running business successfully21

    work out in detail how the strategic objectives that are related to the

    commercialisation of the products will be reached. This plan indicates specific

    actions to be undertaken. Likewise, production, organisation / HRM, and financial

    management plans are developed.

    9. Financial implications : revenue projections / cash flow planning, projected profit &

    loss statements and projected balance sheets of the restructuring plan. If so needed,

    several scenarios may be developed reflecting variations in uncertain and difficult

    to predict factors.

    10. Monitoring & control : mile stone path. In order to concretise the restructuring effort,

    an action plan is developed, indicating who will be responsible for the respective

    actions to be undertaken in the implementation of the strategic plan, and when these

    actions will be undertaken.

    The restructuring plan should probably be approved and adopted by the board of

    directors or meeting of shareholders. In case of liquidation or bankruptcy, the plan is

    approved by the bankruptcy court. To facilitate the process, the restructuring plan should

    be written in a logical and easy accessible manner. The table of contents of the

    restructuring plan is graphically shown in annex E. In annex F a model to summarise the

    restructuring plan is shown. Using this template, the entire restructuring plan can be

    presented in no more than three pages.

    IV Implementation

    During the implementation of the restructuring plan, the action plan plays a key role. As

    this plan indicates what is to be done, when and by whom, it guides day-to-day actions of

  • 7/27/2019 63095080 Corporate Restructuring

    22/56

    Corporate Restructuring - a path breaking strategy for running business successfully22

    management. The plan is adapted regularly as the market conditions change. However,

    the global objectives and strategies should not normally be changed, unless there is really

    a significant shift in the companys external and internal environment. Changes in

    company strategy probably require a decision of the board of directors or shareholders.

    It is noted that apart from the above mentioned strategic and tactical planning, the

    company will also engage in some micro planning at the department and even personnel

    level. The action plan forms the basis for the subsequent development of department

    plans, and eventually personal performance and development plans.

    Annex A - Overview of the Restructuring Process

    Internal analysis

    of marketing,

    production, orga-

    nisation and fi-

    nance functions.

    Analysis of bu-

    siness units

    External ana-

    lysis market,

    competitive,

    economic and

    legal environ-

    ment

    Diagnostic

  • 7/27/2019 63095080 Corporate Restructuring

    23/56

    Corporate Restructuring - a path breaking strategy for running business successfully23

    SWOT at the strate-

    gic level Identify

    the competitive ad-

    vantages

    Strategic planning :

    definition of corpo-

    rate objectives,

    mission statement,and corporate

    (business unit)

    strategy

    Planning

    Tactical planning :

    marketing, produc-

    tion, organisation

    and finance objec-

    tives and strategies

    Implemen-

    tation

    Action plan , to put

    actions in a time

    frame, assign res-

    ponsibilities, and

  • 7/27/2019 63095080 Corporate Restructuring

    24/56

    Corporate Restructuring - a path breaking strategy for running business successfully24

    monitor progress

  • 7/27/2019 63095080 Corporate Restructuring

    25/56

    Corporate Restructuring - a path breaking strategy for running business successfully25

    Annex B - Ten steps in Diagnostic and Planning

    Diagnostic pathway

    1 I dentification of stakeholders in the company shareholders, workers, clients, suppliers, distributors, banks, government, and others. Are they willing to collaborate in the restructuring exercise? Are there any conflicting interests?

    2 Pre-assessment of the current situation. What will be the outcome of a strategy continuing business as usual.

    3 Internal analysis aimed at identification of strengths and weaknesses in the companys marketing, production, organisation and finance functions. Identification of Strategic Business Units. Determine the competitive advantages and weaknesses of SBUs, starting with the

    core businesses.

    4 External analysis of economic environment, markets and competition. Analysis of elements / developments outside the com pany that are (potentially) relevant to the performance of the company, and most of which can not be directly influenced by the company.

    5 SWOT-analysis at the strategic level: relative strengths & weaknesses, opportunities & threats. Identify the competitive advantages on the market.

  • 7/27/2019 63095080 Corporate Restructuring

    26/56

    Corporate Restructuring - a path breaking strategy for running business successfully26

    Strategic planning pathway

    6 Strategic planning corporate objectives. Define a newmission statement. Strategic planning defines the gene-ral course that the company will follow in the near future.

    7 Corporate planning: making the strategic choices (long-term). It includes a decision on which of the currentSBUs to drop (divest), which ones to develop further,and which new ones to start with.

    8 Tactical planning: the marketing plan (medium term) for each of the selected SBUs. Linked to this, theproduction, organisation and finance plans aredeveloped.

    9 Financial implications: revenue projections / cash flowplanning, projected profit & loss statements andprojected balance sheets.

    10 Monitoring & control: mile stone path. An action plan isdeveloped, indicating who will be responsible for therespective actions to be undertaken in theimplementation of the strategic plan.

  • 7/27/2019 63095080 Corporate Restructuring

    27/56

    Corporate Restructuring - a path breaking strategy for running business successfully27

    Annex C - Diagnostic tables, example

    Problems observed Consequences Solutions

    Marketing Clients do not trust local

    products, prefer imported

    ones

    No sales, loss of

    market to imports

    Produce foreign

    products under license

    .

    Production

    All installations and buildings are greatly

    over-dimensioned to

    current and expected

    needs

    High energy,maintenance and

    depreciation ex-

    penses

    Down-scaling of existing facilities. If

    replacement is consi-

    dered, lower but more

    flexible capacities

    .

    Organisation / HRM

    Company structure is

    production and

    technology orientated,

    with excessive vertical

    integration (all support

    functions in house)

    Company is not

    market orientated /

    organised. Many

    support units not

    feasible to keep

    in-house. The

    same for by-

    products

    Profit centre approach,

    lease out or sell

    unprofitable support

    units, buy outside

    support if cheaper,

    divest some by-

    product units

    .

  • 7/27/2019 63095080 Corporate Restructuring

    28/56

    Corporate Restructuring - a path breaking strategy for running business successfully28

    Finance

    No provision of accurate

    and timely financial

    information tomanagement

    Management can

    not make well-

    informed decisions

    Monthly management

    accounts

    .

  • 7/27/2019 63095080 Corporate Restructuring

    29/56

    Corporate Restructuring - a path breaking strategy for running business successfully29

    Annex E - Strategic Planning Framework Contents of the restructuring plan

    Analysis of external, customer,

    and internal environments

    (company diagnostic) (Annex A)

    SWOT analysis at the strategic

    level: analysis of internal

    strengths and weaknesses, andexternal opportunities and threats

    (Chapter two)

    Development of mission

    statement and corporate objectives

    (Chapter three)

    Formulation of Corporate or

    Business Unit Strategy (Chapter

    four)

    Marketing Production Organisation Financial

  • 7/27/2019 63095080 Corporate Restructuring

    30/56

    Corporate Restructuring - a path breaking strategy for running business successfully30

    - Objectives

    - Strategy

    -

    Implementation and

    resources

    needed

    (Chapter

    five)

    - Objectives

    - Strategy

    -

    Implementation and

    resources

    needed

    (Chapter

    six)

    / Human

    resources

    - Objectives

    - Strategy-

    Implementat

    ion and

    resources

    needed

    (Chapter

    seven)

    managemen

    t

    - Objectives

    - Strategy-

    Implementa

    tion and

    resources

    needed

    (Chapter

    eight)

    Financial Projections (chapter

    nine)

    Action Plan 2000 (and annual

    updates)

    (Chapter ten)

  • 7/27/2019 63095080 Corporate Restructuring

    31/56

    Corporate Restructuring - a path breaking strategy for running business successfully31

    Annex F Strategic Planning Matrix Summary of the restructuring plan

    Mission statement:

    Restructuring Goal (medium and long-term):

    Corporate Objectives (short and

    medium term):

    1

    2

    3

    Corporate Strategy:

    Marketing

    objectives:1

    2

    3

    Production

    objectives:1

    2

    3

    Organisation / HRM

    objectives:1

    2

    3

    Finance

    objectives:1

    2

    3

    Marketing

    strategy:

    1.1

    1.2

    1.3

    2.1

    Production

    strategy:

    1.1

    1.2

    1.3

    2.1

    Organisation / HRM

    strategy:

    1.1

    1.2

    1.3

    2.1

    Finance

    strategy:

    1.1

    1.2

    1.3

    2.1

  • 7/27/2019 63095080 Corporate Restructuring

    32/56

    Corporate Restructuring - a path breaking strategy for running business successfully32

    2.2

    2.3

    3.1

    3.2

    2.2

    2.3

    3.1

    3.2

    2.2

    2.3

    3.1

    3.2

    2.2

    2.3

    3.1

    3.2

    Resources

    needed:

    1

    2 3

    Resources

    needed:

    1

    2 3

    Resources needed:

    1

    2

    3

    Resources

    needed:

    1

    2 3

  • 7/27/2019 63095080 Corporate Restructuring

    33/56

    Corporate Restructuring - a path breaking strategy for running business successfully33

    HOW QUICK SHOULD BE RESTRUCTURING?

    Every Restructuring project must have a set time frame. They must be performed

    quickly. Change should begin to happen in a period of months, not years. In about one

    year, major change should happen. Speed is needed because it is difficult to build support

    for change and easy to lose support.

    Priorities change. People move. Markets fluctuate. Stakeholders demand results.

    In 1992-93, a survey conducted said that a sample of more than 800 senior executives

    how soon they needed to see results from improvement programs like reengineering.Below pie-chart explains it the same: -

    Technology is a key enabler of restructuring, but by itself it is not reengineering.

    Every company can use information technology to enable change, and many industries

    can use other technologies as well. But technology change cannot drive reengineering.

    First we must determine how the business processes should be performed. Only then

    Less than 6 months

    Less than 1year

    2 years and less

  • 7/27/2019 63095080 Corporate Restructuring

    34/56

    Corporate Restructuring - a path breaking strategy for running business successfully34

    should we decide where and how to apply technology. Otherwise, we run the risk of

    being able to do the wrong things faster.

    This is not to say that we ignore the capabilities of technology when we redesign a

    process. Our vision of the new process should be informed by our knowledge of whattechnology is available and what it costs. Just as our vision should be informed by our

    knowledge of human potential and our knowledge of the value of readily available,

    timely and accurate information.

    So the first balance that must be struck is between allowing technology (or human

    potential, or information) to drive the reengineered design, and allowing it to enable the

    design.

    Second balance that must be struck is between analysis and creativity. On the one hand,

    reengineering projects can spend too much time and effort analyzing and documenting

    the current processes. This gives comfort to some team members, for it is a familiar

    activity, but it detracts from the final result. That is why our methodology calls for

    understanding the current process, not analyzing it.

  • 7/27/2019 63095080 Corporate Restructuring

    35/56

    Corporate Restructuring - a path breaking strategy for running business successfully35

    IMPORTANT FACTORS TO BE KEPT IN MIND WHILE RESTRUCTURING:

    The quality of the reengineering team is the single most important factor in the

    success of the project. If the people are selected because they are available, they are

    probably the wrong people.

    Second, a structured methodology is absolutely essential to keep a reengineering

    project on course while moving people onto and off the team. It also gives novice

    team members a much higher level of confidence.

    Third, the team must manage , rather than be managed by, the methodology. If the

    team members execute each task in the methodology simply because it is there, rather

    than because it contributes to their understanding of the business, they will soon find

    themselves in a sterile intellectual exercise.

    Fourth, the team leader and/or facilitator must continually monitor the

    reengineering team for frustration and burnout, and take remedial action when either

    is imminent. The pace and intensity of a reengineering project are high.

    Fifth, the reengineering team must validate emerging recommendations with the

    sponsors and other important stakeholders if their ideas are to gain support. It helps to

    present these ideas as tentative and preliminary and open to discussion, rather than

    forcing the stakeholders to accept or reject a finalized recommendation.

  • 7/27/2019 63095080 Corporate Restructuring

    36/56

    Corporate Restructuring - a path breaking strategy for running business successfully36

    Sixth, there is a big difference between buy-in and commitment . Buy-in simply

    means allowing the project to proceed. Commitment means making the changes the

    project calls for.

    Seventh, an organization does not have a choice between communication and non-

    communication about a reengineering project , only between managed and non-

    managed communication. When an organization does not answer stakeholders'

    legitimate questions, it invites them to make up their own answers, and these are

    usually more negative than the truth.

    Eighth, it is far easier to design an optimal process than it is to get the human

    beings in the organization to make the changes necessary to implement that design

  • 7/27/2019 63095080 Corporate Restructuring

    37/56

    Corporate Restructuring - a path breaking strategy for running business successfully37

    TOP SEVEN REASONS FOR THE FAILURE OF RESTRUCTURING

    EFFORTS?

    1. Lack of bullet-proof strategy the organization unintentionally adopts a flawed or

    incomplete restructuring strategy. For example, there could be a flawed transition

    strategy, a flawed environmental strategy or strategic processes.

    2. Rely on experts to help us the organization makes inappropriate use of outside

    consultants and outside contractors.

    3. Known for our on-the-job-training the work force is tied down to the old

    technology with inadequate training programs

    4. Our needs are simple & straightforward the organization has too little elicitation

    and validation of requirements.

    5. Inadequate Planning When the restructuring deals with software, it tends to deal

    with day-to-day problems but forgets to take into account the high-level problems it

    could face.

    6. Management lacks long-term commitments the organization feels that tomorrow

    is another day. The management forgets or mis-interprets the long term need for theorganization structure to remain stable. The better the long-term commitments taken

    by management will lead to greater growth and prosperity of the organization. For

    example, managing to your expected lifetime in that position

  • 7/27/2019 63095080 Corporate Restructuring

    38/56

    Corporate Restructuring - a path breaking strategy for running business successfully38

    CRITICISMS OF RE-STRUCTURING:

    Restructuring has earned a bad reputation because such projects have often resulted

    in massive layoffs. This reputation is not all together warranted. Companies would

    downsize and call it restructuring. Further, restructuring has not always lived up to its

    expectations.

    The main reasons seem to be that:

    Restructuring assumes that the factor that limits organization's performance is the

    ineffectiveness of its processes (which may or may not be true) and offers nomeans of validating that assumption

    Restructuring assumes the need to start the process of performance improvement

    with a "clean slate", i.e. totally disregard the status quo

    according to Eliyahu M. Goldratt and his theory of constraints) restructuring does

    not provide an effective way to focus improvement efforts on the organization's

    constraint .

    http://en.wikipedia.org/wiki/Eliyahu_M._Goldratthttp://en.wikipedia.org/wiki/Theory_of_constraintshttp://en.wikipedia.org/wiki/Constrainthttp://en.wikipedia.org/wiki/Constrainthttp://en.wikipedia.org/wiki/Theory_of_constraintshttp://en.wikipedia.org/wiki/Eliyahu_M._Goldratt
  • 7/27/2019 63095080 Corporate Restructuring

    39/56

    Corporate Restructuring - a path breaking strategy for running business successfully39

    CASE STUDY I

    Case details:

    Period : 2000-2003

    Organisation : Unilever

    Industry : FMCG

    The case discusses a five-year long organisational restructuring exercise undertaken by

    Unilever, a leading global fast moving consumer goods (FMCG) company. It examines

    in detail the important elements of the restructuring programme named the 'Path

    to Growth Strategy'.

  • 7/27/2019 63095080 Corporate Restructuring

    40/56

    Corporate Restructuring - a path breaking strategy for running business successfully40

    The case focuses on the changes made with respect to the organisational structure,

    various Unilever businesses, branding strategies, operational processes and the supply

    chain management practices. Finally, it discusses the results of the restructuring exercise

    and examines the company's future prospects in the light of its falling share price and thesluggish growth of many of its leading brands.

    A Troubled Giant

    In September 1999, Unilever, one of the largest consumer goods companies in the

    world, announced plans to restructure its brand portfolio by end of 2004.

    The plan involved cutting down on its unwieldy portfolio of 1,600 brands and focusing

    on the top 400 brands. This move was read by the market as an indication that the

    company was unable to manage its brands and so was scaling back growth plans. This

    development, coupled with the fact that the growing popularity of Internet and telecom

    stocks was luring investors away from old economy stocks, resulted in Unilever finding

    itself in deep trouble - its stock price plummeted rapidly during 1999. According toreports, Unilever's market capitalization of about 51 billion ($82 billion) in June 1999

    shrank by almost 20 billion by January 2000. As a result, the company lagged far behind

    its competitors like Nestle and Procter & Gamble (P&G) in market capitalization.

    The fact that Unilever had failed to meet its performance expectations for 1999

    added to its problems. Analysts attributed this failure to the sluggish growth of its top line

    brands. They said that the company's existing brand strategy framework had lost its

    focus. They also criticized Unilever for investing less in strengthening its leading brands

    during the 1990s (as a majority of its investments went into business restructuring and

    acquisitions).

  • 7/27/2019 63095080 Corporate Restructuring

    41/56

    Corporate Restructuring - a path breaking strategy for running business successfully41

    Meanwhile , the competitors had begun eating into Unilevers market share in a major

    way. Unilever realised that it had to restructure its brand portfolio and operations to meet

    the challenges brought about by the changing market conditions. In February 2000, the

    company announced a 5 billion five -year growth strategy, aimed at bringing about asignificant improvement in its performance. The initiative was named path to growth

    strategy(PGS). The exercise involved a comprehensive restructuring of operations and

    businesses. While many industry observers welcomed the move, some were sceptical

    about the slow moving old economy giants ability to regain its momentum in time to

    meet the intensifying competition.

    Unilever (called the Unilever Group) functioned as the operational arm of Unilever NV

    (Netherlands), and Unilever Plc., (UK), its two parent companies.

    Though the parent companies operated as separate legal entities (with separate stock

    exchange listings), they functioned as a single business, with a single set of financials and

    a common board of directors. Unilever was formed in 1930 when a Dutch margarine

    company, Margarine Unie, and a British soap company, Lever Brothers merged.

    While, Margarine Unie had been formed by merging many margarine companies during

    the 1920s and was a leading global player in the business, Lever Brothers was a name

    worth reckoning within the worldwide soap market and had soap factories across the

    world.

    Lever Brothers, diversified into many other businesses (primarily related to foods). At the

    time of the merger, Margarine Unie and Lever Brothers, together, had operations in over

    40 countries. In the 1930s and 1940s, Unilever strengthened its presence in the US by

    acquiring Thomas J. Lipton (1937) and Pepsodent (1944).

  • 7/27/2019 63095080 Corporate Restructuring

    42/56

    Corporate Restructuring - a path breaking strategy for running business successfully42

    While the company's competitive position was adversely hit when its arch rival P&G

    launched Tide, a synthetic detergent, in 1946, it continued to prosper in Europe.

    This was because of the post-war boom in the demand for consumer goods, the growing

    popularity of margarine and personal care products, and the new detergent technologies.

    During the 1960s and 1970s Unilever rapidly expanded its operations through vertical

    and horizontal integration, emerging as a diversified conglomerate by the early 1980s.

    Diversification into different businesses was prompted in one way or the other by the

    existing business lines. For instance, oilseeds crushed for use in the margarine and soap

    businesses, yielded a by- product called cattle cake and this lead the company into the

    animal feeds business.

    Likewise, by-products such as glycerine and fatty acids, formed from processing oil for

    use in margarine and soap production, prompted its entry into the chemicals business.

    The company operated 24 packaging plants (for its consumer products) in six European

    countries, from where goods were distributed worldwide. This activity made the

    company one of the largest truckers in Britain and one of the largest shipping company

    owners...

    What 'PGS' is all About

    To achieve the objectives of the PGS, Unilever decided to concentrate on the following

    areas - modify the existing organizational structure, focus on leading brands, support

    these leading brands with strong innovation and focused marketing strategies; rationalize

    the supply chain; simplify business processes; and restructure or weed-out under-

    performing businesses and brands .

  • 7/27/2019 63095080 Corporate Restructuring

    43/56

    Corporate Restructuring - a path breaking strategy for running business successfully43

    Unilever expected the PGS to result in annual cost savings o f 1.5 billion by 2004. An

    additional 1.6 billion in savings was to come from global procurement by the end of

    2002.

    Apart from this, the PGS was to involve laying off over 25,000 employees

    (approximately 10% of the employee base) by 2004, on account of divestments or site

    closures, and restructuring and simplification of processes.

    The company announced that though the restructuring would be worldwide, it would

    mainly focus on the US and Europe...

  • 7/27/2019 63095080 Corporate Restructuring

    44/56

    Corporate Restructuring - a path breaking strategy for running business successfully44

    Results of PGS (Till 2003)

    In 2000, the company witnessed a dramatic increase in its turnover with sales

    increasing by 16% to 47.6 billion. This was mainly attributed to the acquisition of the

    Bestfoods, Slim-fast, Ben & Jerry's and Amora Maille businesses.

    Since the announcement of the PGS, Unilever's share price had recovered by 30% to $59

    in August 2001, and this seemed to highlight the positive results of its restructuring

    1exercise.

    By july 2002, Unilevers 400 leading brands accounted for 88% of the sales, up from

    75% in 1999. By then, over 30000 employees had been laid-off commenting on the

    positive results of the PGS in mid- 2002. FitzGerald said we have now reached the mid-

    point in the PGS and we continue to be confident about delivering our programme. Brand

    focus continues a pace with 88% of our turnover now attributable to leading brands.

    These brands are showing great resilience in a tough economic environment and will

    drive accelerating top line growth

  • 7/27/2019 63095080 Corporate Restructuring

    45/56

    Corporate Restructuring - a path breaking strategy for running business successfully45

    CASE STUDY II

    Case details:

    Period : 2000-2003

    Organisation : SIEMENS Limited

    Industry : Engineering and Manufacturing

    Background

    Siemens Engineering and Manufacturing Company of India Limited was incorporated in

    the year 1956, as a subsidiary of Siemens AG., Germany. The company started

  • 7/27/2019 63095080 Corporate Restructuring

    46/56

    Corporate Restructuring - a path breaking strategy for running business successfully46

    manufacturing switchboard products at its Worli Factory, Mumbai. Thereafter, as the

    business grew, the company expanded its business into other product segments of power

    generation, power distribution, and medical engineering products.

    By the year 1966, the company had four factories in different parts of the country

    employing more than 2500 people. In 1990, the name of the company was changed to

    Siemens India Ltd. In the same year, the company was divided into six products divisions

    and formed into strategic business units. In the year 1991, there was further restructuring

    of business divisions. Again, in the year 1994, the name of the company was further

    changed to Siemens Ltd. In the same year, product divisions were further sub-divided to

    achieve operational efficiency. The number of business divisions was increased to ten.However, to be very precise, from the wide range of the above-mentioned businesses--the

    major business segments of Siemens Ltd were in power, communication, medical

    solution, industrial automation, and railway and transport systems.

    Despite many changes and repeated divisional restructuring, the company could not get

    the desired result to counter all-time competition. Then in the year 1996 -97 (18 months

    period), the company made a loss of almost Rs.1.5 billion for the first time since itsinception in the Indian business. This situation compelled the Siemens management to go

    for intense all-round corporate restructuring.The meaning of this corporate restructuring

    was to give a new structure to rebuild and rearrange the organization.

  • 7/27/2019 63095080 Corporate Restructuring

    47/56

    Corporate Restructuring - a path breaking strategy for running business successfully47

    Manpower Downsizing

    As a first step in July 1997, the company introduced a voluntary retirementscheme (VRS) followed by three such schemes till the year 2001 for all its employees in

    the factories at Worli, Kalwa and Joka, especially for those who were above 40 years of

    age or had completed 10 years of services. Those who were interested in VRS were paid

    a maximum lump sum amount of six hundred thousand rupees as compensation and those

    who were not interested in the VRS scheme were offered alternative jobs in different

    functions / locations. However, regular dialogues with the employees helped the

    management to reduce and adjust employees at the Worli, Joka and Kalwa factories. At

    the same time, the company faced the new problem of training the remaining employees

    who were required to do different jobs in new areas and with new skills.

    These downsizing processes on four occasions reduced the employee strength by more

    than 4500 employees. However, the cost of VRS, relocation, and retraining of around

    1000 (out of 4600) employees hit hard on the company's financial result. The company

    during the financial year 1997-98 made a further loss of Rupees 560 million. With the

    successes of downsizing, the processes of manpower reorganization had been a

    commanding task in the organization. The employee strength came down to 3896 in the

    year 01/02 compared to 8322 in 96/97. These downsizing processes revamped the human

    resource planning in the organization and removed many operational deficiencies.

  • 7/27/2019 63095080 Corporate Restructuring

    48/56

    Corporate Restructuring - a path breaking strategy for running business successfully48

    Financial Restructuring

    From the very inception, the company had engaged a renowned auditing firm, M/sFergusson & Co. Ltd., to carry out its annual financial audits. However, despite good

    results year after year, the company fell short of working capital every year. Therefore it

    had to borrow capital from banks and from other investors at a high interest. At the end of

    every financial year, after paying the interests to the creditors, the company was short of

    working capital to run the business.

    The company, in the year 1997-98, appointed M/s KPMG Ltd. to look after its financialaudit. During the process of preliminary findings, it was observed that a large amount of

    inventory items were in the stocks, both as finished goods as well as raw materials, which

    were slow moving for a long time and were continuously audited as stocks, year after

    year. Similarly, there were some customers who did not pay their dues for long periods of

    time, on some pretext or another, and were shown as outstanding customers. Hence, the

    KPMG advised the company to write off the old stocks as well as long outstanding

    payments from customers.

    The decision to write off the old stocks and doubtful dues from customers was agreed

    upon by the company. These measures added further financial loss during 1997-98.

    However, the company could dispose off some obsolete stocks and recover few pending

    dues from customers at later dates. The revenue generated was added up as surplus to the

    organization. This one time action of writing off the old / obsolete stocks and doubtful

    dues from customers helped the company to stop borrowing from banks and other

    financial brokers / institutions. The debt /equity ratio of the company in the year 1997-98

    was 1.3:1. In the year 2002-03 this figure went down to 0.01:1, which showed how

  • 7/27/2019 63095080 Corporate Restructuring

    49/56

    Corporate Restructuring - a path breaking strategy for running business successfully49

    financial restructuring helped the organization to overcome the problem of working

    capital.

    Restructuring of Processes and Systems in Different Divisions of

    Siemens Ltd.

    Apart from downsizing the employee strength in some strategic business units and

    financial restructuring the company, in the year 1997, introduced Time Optimised

    Processes (TOP). These were similar to the business process re-engineering segments of

    its business. The processes started optimizing business processes of every function like

    sales, marketing, manufacturing, service, finance and human resources which were nottuned to productive performance. The uneconomical processes were removed to cut cost

    and improve the quality of business.

    The company went further to look for economic consideration of its capacity utilization

    in the factories. It was observed that the return on capital investments made in earlier

    years in different factories was not paying proper dividends as planned during the budget

    period. Therefore, the company decided to go for outsourcing of products and services indifferent factories to achieve operational efficiency through a process of cost reduction.

    At the same time, the company also introduced stringent measures to follow the ISO

    9000 quality system along with recovery and renewal in all its divisions.

    Medical Solutions Division (MSD)

    The manufacturing of medical products in Siemens India commenced in the year 1957 at

    the premises of Worli Works, in Mumbai. The process of restructuring started in the

    Medical solutions division in early 1993 with the objective of manufacturing high-end

    medical solutions products for Siemens AG to cater to the South East Asian market. In

    1994, a new manufacturing site was selected in the state of Goa, which had the cost

  • 7/27/2019 63095080 Corporate Restructuring

    50/56

    Corporate Restructuring - a path breaking strategy for running business successfully50

    advantage as sales taxes were exempted for the first five years for the new companies

    which set up industries there.

    At the same time, the central government also exempted corporate taxes for these

    industries located in Goa for a period of five years. However, this project did not give any

    economic advantage to the company, as required by its principal in Germany. The

    company subsequently decided to restructure the local manufacturing in phases over the

    next three years to counter the increased manufacturing cost at its Worli factory in

    Mumbai. In the year 1997, the Medical Solutions Division of the company had

    manpower of 375 people in the factories which included 340 employees at Worli and 35

    employees at Goa, including all officers.

    In mid 1997, the company decided to procure the low-end products from outside vendors

    who had the requisite technology and could spare their machines and equipment for

    manufacturing these products. The idea was formulated to close down the Worli factory.

    However, the company continued manufacturing the core technology products like oil

    immersed multi-pulse X-ray generators at its Goa factory. In mid 1997, despite a lot of

    opposition from the employees at Worli for relocation, the company discussed the issuewith workers and staff unions and offered transfers to relocate people in different

    departments / divisions of the organization.

    With the all-round success of VRS, Siemens was able to transfer 140 employees to other

    locations and remaining took voluntary retirement from the division. With this action of

    the management, the employee strength in the Worli factory became zero, while at Goa,

    it was only 35. By the year 1999, the company was running the business of low-end

    products at one factory at Goa with just 35 people producing the same sales turnover of

    rupees 250 million which was earlier produced in the year 1996 at Worli with 340 people.

    With this restructuring, the low-end medical device products of the company became

    competitive and the company could regain its strength through a higher margin.

  • 7/27/2019 63095080 Corporate Restructuring

    51/56

    Corporate Restructuring - a path breaking strategy for running business successfully51

    Low Voltage Distribution Systems Division (LVDSD)

    With the increased demand of power in the country due to industrializationimmediately after the second five years plan, the company expanded the manufacturing

    of switchboard products. In the year 1960, the company set up a workshop at Hide Road,

    Kolkata, for manufacturing and repair of power distribution equipment for the eastern

    region. In the year 1980, with the further demand of energy equipment, this factory was

    relocated to a new plant at Joka, just a few kilometers away from Kolkata. This division

    was then considered as a part of switchboard division. In the year 1999, the name of the

    switchboard division was changed to Energy Division. When the manufacturing facility

    at Joka was transformed into a sub division, it was named Low Voltage Distribution

    Systems Division.

    However, in the year 2000-01, the low voltage industry was suffering from excessive

    manufacturing capacity due to the presence of a large number of players and diminishing

    demands as a result of depressed market conditions. The overall market for Low Voltage

    Distribution Systems Division remained stagnant and was characterized by intense

    competition, putting the price under tremendous pressure. As a consequence, the Lower

    Voltage Distribution business posted a 40 percent drop in both turnover and order value.

    In its endeavor to make operations feasible, the division proposed to introduce several

    measures; this included an offer of alternative jobs to its workers at the Siemens

    Metering, a plant in the neighborhood. This process of implementation made some delays

    resulting in the unit making even more production losses, thus affecting the result. At the

    end of the year 2001, the company closed down the Joka factory and adjusted its

    employees to Siemens Metering Ltd. After the closure of this factory, the division started

    procuring the low voltage products from the switchboard factory, thus making full-scale

    utilization of free capacity at its Kalwa factory.

  • 7/27/2019 63095080 Corporate Restructuring

    52/56

    Corporate Restructuring - a path breaking strategy for running business successfully52

    The twin initiatives of closing down the high cost manufacturing operation at Joka and

    implementing a completely new business process of deploying a lean cost structure whilst

    maintaining high quality standards supported the division's turnaround. The entire

    business restructuring was achieved within a time period of less than two years.

    As a result of focused market approach, the division achieved an increase in the market

    share. Customer loyalty and satisfaction was evidently demonstrated as it received

    several orders. The division developed new products. The concentrated focus on its

    spares and service business helped it record a four-fold increase in turnover in this line of

    business over the last three years. To further augment its service network, the division

    entered into a franchising arrangement with a Kolkata-based company, which utilizes theservices of former employees of Joka works.

    Personnel Division

    The process of renewal and recovery was not confined only to factories of a few

    divisions, but also to the other areas of corporate systems. Being a part of corporate

    systems, the personnel division handled the human resource functions in the company.

    During the year 1994, the personnel division for the first time introduced an Enterprise

    Resource Planning (ERP) system, People-soft, to upkeep the employee data, and created

    an information highway for its concerned executives and managers. Then in the year

    1997-98, the personnel division of Siemens Ltd. achieved a milestone for successful

    downsizing and implementation of corporate goals and objectives by retraining and

    relocating people for the emergent needs of the organization.

    Apart from downsizing the manpower in other divisions, the personnel division also

    initiated VRS and relocations of some of its own employees and managers and

    outsourced some of the human resource processes and activities from outside parties who

    had much more experience in this field. For example, the company outsourced the entire

  • 7/27/2019 63095080 Corporate Restructuring

    53/56

    Corporate Restructuring - a path breaking strategy for running business successfully53

    process of employee benefit schemes like handling of Provident Fund (PF) and gratuity

    payments to an outside agency, M/s India Life Pension Services, with headquarters at

    Bangalore. This outside agency maintained all accounts of PF, gratuity and other pension

    schemes, and advised the personnel division of Siemens to make necessary paymentsafter the retirement or separation of employees. The personnel division also outsourced

    the processes of salary payment to one of its affiliates, Siemens Information Systems Ltd.

    (SISL), which developed a software package of such services.

    Then in the year 2000, in order to systemize its operations in personnel, the division

    opted for the ISO 9000 quality system, to regulate all the processes of personnel function

    and became one of the very few companies in the country holding independent ISO 9000certification for its personnel function.

    In the year 2005, the company introduced a new HR initiative on performance

    management to be known as EDGE (16). EDGE stands for Employee Dialogue for

    Growth and Entrepreneurship. EDGE was developed looking at the overall growth and

    development of employees from a holistic and long-term perspective. In the same year, as

    per companies shared service initiative, HR processes across all Siemens' entities werenow streamlined and aligned with Siemens BPO global processes under one organization.

  • 7/27/2019 63095080 Corporate Restructuring

    54/56

    Corporate Restructuring - a path breaking strategy for running business successfully54

    Outcome of Restructuring

    The overall restructuring in Siemens started showing results after a few years of

    operations resulting in all-round satisfaction of stakeholders. The financial highlights

    beginning from 1998-99 in Table 6 exhibits the unique results of corporate restructuring.

    The share price of Rs. 10 (face value) which was hovering on the Bombay Stock

    Exchange (BSE) or National Stock Exchange (NSE) around Rs. 140 / 150 in 1997 rose to

    Rs 5500 / 5600 in March 2006. As per ET 500 (Feb.'06), Siemens ranks one of top ten

    performing companies in India and a leader among 49 listed multinational company at

    BSE / NSE. While in the same footing Siemens AG stock price on 30th Sept 2005 was

    quoted 64.10 [euro] compared to 41.89 [euro] in Sept. 2001.

    Initially, restructuring processes followed by Siemens resulted in some amount of

    uncertainty in the minds of the employees. However, after the positive results of

    restructuring started pouring in, the cloud of uncertainty cleared.

    The company which had losses for the first time since its inception decided to undertake

    a cleansing operation by downsizing manpower, optimizing all processes, outsourcing

    products and services and keeping the quality standards ahead of all future actions. These

    also included maintaining high employee morale at this juncture of productive changes.

    Even when there was a need for financial restructuring, the company did not spare much

    time to take action. Continuous shortage of working capital forced the company to

    change auditing systems. Initially, this action made incurred losses for the company but it

    helped the management to reduce heavy interest payments in the long run. Above all, this

    course of operational restructuring finally helped the organization to go into the black.

    From the year 2000-01 onwards, the company did make a turnaround and started earning

    regular profits, resulted from the processes of progressive restructuring which are still

    continuing in the organization

  • 7/27/2019 63095080 Corporate Restructuring

    55/56

    Corporate Restructuring - a path breaking strategy for running business successfully55

    CONCLUSION:

    From the above cases of restructuring, the point may arise that, prior to

    restructuring, none of these companies were managed properly. They were huge in size;the company management could not select the right strategic options to push their

    businesses ahead of other priorities. Or, even, the core competency levels had reached to

    its saturation points when these business units were no longer viable and therefore

    restructuring was the only option to avoid losses or stagnation. The above arguments may

    be well suited to Hindustan unilever and Siemens where, these companies had enough

    strength in power, infrastructure, medical equipment and Turnkey projects. Unilever had

    its weaknesses in selective segments and Siemens had its advanced technologies but with

    huge manpower and multiple operations which were not cost competitive. All these

    forced the above companies to go for all-round restructuring. Unilever took a wise

    decision and a dopted the concept of path to growth strategy which included changes in

    the organizational structure, various Unilever businesses, branding strategies, operational

    processes and the supply chain management practices.

    Siemens Ltd. took a cultural shift and made an all round comeback and renewal in its

    business through corporate restructuring. Even the parent company Siemens AG., despite

    having vast sales regions and business areas, could not do that well compared to its

    counterpart in Siemens India Ltd

    All these studies finally reveal how progressive organizational restructuring can be

    incorporated in an organization. When any company makes losses or is likely to face

    odds in business, all-round pro-active changes are needed for the survival of that

    organization. And the changes brought about by both these corporate giants have indeed

    helped them in regaining their market share and most importantly their image.

  • 7/27/2019 63095080 Corporate Restructuring

    56/56

    However, all the above process of restructuring have added shareholders market value

    and can be construed as successful restructuring from the point of competitive advantage.

    Such innovative restructuring should always be made in the strategic plans for the

    survival, growth, and to remain competitive in the market.

    So we may conclude by saying that CORPORATE RESTRUCTURING is an

    innovative strategy which in my general terms, leads to the beautification of a business

    and in technical terms results in the optimum utilization of various resources, increases

    net value of the firm in its market, allows better functioning and positioning of

    employees.

    Through this entire research and study, I can confidently suppor t my projects tag line

    CORPORATE RESTRUCTURING - a path breaking strategy for running business

    successfully .

    Lastly, I would like to conclude by stating a wise quote said by one of business

    worlds most unforgettable man

    " Whenever you see a successful business, someone once made a courageous decision"

    --Peter F. Drucker