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  • 8/18/2019 MACR PPT.pptx


    Corporate Restructuring

  • 8/18/2019 MACR PPT.pptx


    Why Corporate Restructuring?

    Increased Competition

    Advent of a new and more ecient technology

    Emergence of new markets

    Emergence of new classes of consumersDemographic changes

    Business cycles


    ‘Wise organizations undertake changes to increase

    their cutting edge over the competitors and enhance

    their leadership position.’ 

  • 8/18/2019 MACR PPT.pptx



    Companies are dramatically restructuring their:• Assets

    • perations

    • !elationship with stakeholders

    Corporate restructuring facilitates organi"ationsto re#esta$lish their competitive advantage

    and respond more %uickly and e&ectively tonew opportunities and une'pectedchallenges.

  • 8/18/2019 MACR PPT.pptx


    Why Corporate

    Restructuring?(owever) not all the changes that acompany undergoes would %ualify to$e termed as *corporaterestructuring+.

  • 8/18/2019 MACR PPT.pptx


    Corporate Restructuring


    Any change in the business capacity orportolio that is carried out by aninorganic route


      Any change in the capital structure o acompany that is not a part o its ordinarycourse o business


    Any change in the ownership o or controlover the management o the company or acombination o any two or all o the above

  • 8/18/2019 MACR PPT.pptx


    Organic Vs !norganic "rowth• Organic "rowth is the rate of a $usiness e'pansion

    through a company+s own $usiness activity) while

    !norganic "rowth means that the company has grown $y

    merger) ac%uisitions or takeovers.

    • ,hen a company with help of its ecient management

    enhances its growth rate it is referred to as organic

    growth which is also known as Internal -rowth whereas

    inorganic growth is attained when a company ac%uires a

    technology developing company in order to enhance its

    competitive advantage and growth rate and is also known

    as E'ternal -rowth.

  • 8/18/2019 MACR PPT.pptx


    Cont..• !norganic growth is the rate of growth

    of $usiness) sales e'pansion etc. $y increasingoutput and $usiness reach $y ac%uiring new$usinesses $y way of mergers) ac%uisitions andtakeovers.

    •  /his kind of growth also takes place due togovernment directives) leading to enhancementof $usiness in some identi0ed prioritysector1area.

    •  /he inorganic growth rate also factors in theimpact of foreign e'change movements orperformance of other economies.

  • 8/18/2019 MACR PPT.pptx


    Corporate Restructuring!  #a$ Any change in the business capacity or

    portolio carried out by inorganic route

     /ata 2otors launched 3umo and later) Indica# leading to

    an e'pansion of its $usiness portfolio. (owever) these

    products were launched from /ata 2otor+s own

    manufacturing capacity in through an organic route.

    (ence) it would not %ualify as *corporate restructuring+

     /ata 2otors+ ac%uisition of 4aguar 5and !over from 6ord)

    through 4aguar 5and !over 5imited is *corporate


    -rasim+s ac%uisition of 5arsen 7 /ou$ro+s 857/9 cement

    division through ltra/ech Cement 5imited is an e'ample

    of *corporate restructuring+

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     #b$ Change in the business portolio couldalso be in the nature o reduction obusiness handled by a company

    In the case of -rasim and 57/) the demerger

    of 57/+s cement $usiness into ltra/ech

    Cement 5imited was reduction of its $usinessportfolio and thus) amounted to *corporate

    restructuring+ of 57/.

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    Cont%!! Any change in the capital structure o a company

    that is not in the ordinary course o its business

      Capital structure refers to debt equity ratio, i.e. the proportion of debt and equity in the total capitalof a company. &his capital structure is never static and changes almost daily

    ,ithin a targeted or planned range if the de$t1e%uity ratio

    ;uctuates) such changes in the capital structure do not

    amount to *capital restructuring+.

    Borrowing of a signi0cant amount of term loan or an issue of

    0ve year non#converti$le de$enture do not %ualify to $e called

    *corporate restructuring+ .

    An initial pu$lic issue) or a follow#on pu$lic issue or $uy#$ack

    of e%uity shares would permanently alter the capital structure

    of a company) and thus) would amount to *corporate


  • 8/18/2019 MACR PPT.pptx


    Cont!!! Any change in the ownership o a company or

    control over its management

    2erger of two or more companies $elonging todi&erent promoters

    Demerger of a company into two or more with controlof the resulting company passing on to other

    promoters Ac%uisition of a company

    3ell#o& of a company or its su$stantial assets

    Delisting of a company

     All these would qualify to be called exercises in‘corporate restructuring’. 

  • 8/18/2019 MACR PPT.pptx


    'a(or )orms o Corporate Restructuring

    'erger Consolidation



    Demerger #spin o+,split up,split o+$

    Carve Out

     -oint Venture

    Reduction o Capital

    .uy/bac0 o 1ecurities

    Delisting o 1ecurities,Company

    Corporate Debt Restructuring

  • 8/18/2019 MACR PPT.pptx