meaning “the process involved in changing the organisation of a business.” redesigning one or...
TRANSCRIPT
Corporate Debt Restructuring
CORPORATE RESTRUCTURING
MEANING“The process involved in changing the
organisation of a business.” Redesigning one or more aspectsImplemented due to certain factors: To be more profitable, survive economic
conditions, address challenges & increase shareholders value.
NEED & OBJECTIVES OF CORPORATETo improve competitive positionTo rearrange the activities to be more
profitableCost reductionUtilisation of strategic assetsEliminate competitorsTo have an access to R & DFocus on core strengths
Revive and rehabilitate a sick unitConstant supply of resourcesTax benefitsImprove corporate performance
BROAD AREASFINANCIAL RESTRUCTURING
OPERATIONAL RESTRUCTURING
MANAGERIALRESTRUCTURING
ASSETRESTRUCTURING
Reduction of capital, reorganising the equity and debt base, buy back of shares.
Product restructuring
Market restructuring
Improving the manpower
New investments, technological changes, asset reduction, sale and lease back transactions.
TECHNIQUESEXPANSION /GROWTH TECHNIQUES
CONTRACTION /DIVESTMENTTECHNIQUES
OTHERTECHNIQUES
Mergers Takeover/ Acquisition Strategic Alliance Joint Venture Franchising Licensing Wholly owned Subsidiaries
Demerger / Spin off Disinvestment Slump Sale Buy out Leveraged Buy out Sell off
Reverse Merger Debt Equity Swaps Buyback of Shares Asset Securitisation
FINANCIAL RESTRUCTURING Restructuring is a combination of two words ‘re’ and ‘structure’
where ‘re’ means again and ‘structure’ means construct or arrange. Thus when the organization have to rearrange or rebuild its internal structure to bring more efficiency and competitiveness, it is called restructuring of the organization.
MEANING OF FINANCIAL RESTRUCTURING Every company has two main sources of finance i.e. debt and
equity and a successful organization always creates a perfect balance of debt and equity in its capital structure. Sometimes the capital structure may get off balance due to certain changes which are beyond the control. This balance is thus restored by financial restructuring.
CAUSES OF FINANCIAL RESTRUCTURINGMISAPPROPRIATION OF FUNDS OBSOLETELACK OF OPTIMUM UTILISATION OF RESOURCESSHIFT IN CONSUMER PREFERENCESINEFFIOCIENT MANAGEMENTEXTERNAL FACTORSDISSATISFIED WORKERS, STRIKES,LOCK OUTS
ETC
NEED OF FINANCIAL RESTRUCTURINGAt the time of promotion and incorporation of the
company.At the time of expansion of an existing company.At the time of amalgamation and absorption of two or
more companies.At the time of re-organization of capital of the company.
It is the desire of every company to have a fairly capitalized situation i.e. neither over-capitalization nor under –capitalization
The over capitalized company can be restructured by:
a)Buy back of shares
b)Redemption of preference shares
c)Reduction of funded debts
d)Reorganisation of equity capitalAn under capitalization can be correctd By
a)Fresh issue of shares
b)Issue of bonus shares
c)Increasing par value of shares
FINANCIAL RESTRUCTURING SHOULD NOT BE ENCOURAGED IN FOLLOWING CASES
TO ELIMINATE COMPETITIONTO OVER PROTECT THE COMPANY FROM
COMPETITIONTO COMPENSATE THE INEFFICIENCY OF THE
MANAGEMENTTO PROTECT THE INDUSTRY AT THE COST OF
QUALITY
STEPS IN FINANCIAL RESTRUCTURING
Corporate Debt Restructuring Corporate debt restructuring helps in
restructuring the existing debt obligations by delaying the repayment time or converting the debt into equity shares or reducing the rate of interest to be paid on these obligations.
This process is voluntary and non regulatory.
In simple wordsCorporate Debt Restructuring (“CDR”)
mechanism is a voluntary non statutory mechanism under which financial institutions and banks come together to restructure the debt of companies facing financial difficulties due to internal or external factors, in order to provide timely support to such companies.
Definition
Debt restructuring is a process that allows a private or public company, or a sovereign entity facing cash flow problems and financial distress to reduce and renegotiate its delinquent debts in order to improve or restore liquidity so that it can continue its operations.
Features
Voluntary mechanismNon statutory processAllows public and private companies both
to restructureReorganizes the debt obligationsHelps in reviving the sick companiesHelps in restoring the liquidity of the
companies stuck in debt trap.
ImportanceHelps the business to control their finances
Improves credibility
Help from third party
Satisfy creditors
Protects the company from bankruptcy
Helps in reviving a sick unit
Reduces NPA of various financial institutions
Improves economic condition
Alternatives to BIFR The Board for Industrial and Financial Reconstruction (BIFR) is
an agency of the government of India, part of the Department of Financial Services of the Ministry of Finance. Its objective is to determine sickness of industrial companies and to assist in reviving those that may be viable and shutting down the others.
CDR STRUCTURECDR was introduced in 2001 as a voluntary
and non statutory system and is based on the system prevalent in London where the company is saved from insolvency through Debtor Creditor Agreement (DCA) and Inter Creditor Agreement(ICA)
RBI issued guidelines in 2012 to deal with both CDR as well as non-CDR
THREE TIER STRUCTURE
CDR is implemented through three tier structure :
1. CDR Standing Forum and its Core Group2. CDR Empowered Group3. CDR Cell
CDR STANDING FORUMThis is the topmost layer of the CDR system
and helps in smooth functioning of the Self Empowered Group.
There is also a CORE GROUP which helps in taking decisions relating to policy.
This core group is responsible for laying down guidelines and monitoring the process of CDR .
CDR EMPOWERED GROUPThe first layer deals with general guidelines,
the next layer consists of specific cases as per guidelines of STANDING FORUM
The company will have to apply for the CDR to CDR Cell which will examine the request filed by the company
The cell will then check the feasibility of request on the basis of Standing Forum guidelines
CDR CELLThe CDR Cell helps CDR Standing Forum and
Empowered Groups in performing functions and work out a plan within 30 days with the help of other creditors and experts.
According to the proposal final decision is taken by Empowered Group.
METHODS OF CDR
1. Increasing the term of loans 2. Converting the debt into equity 3. Reducing share capital or changing its
composition4. Extension of repayment period of the existing
debt and rescheduling 5. Reduction of high interest on the loan 6. Re-phasing recovery programs
7. Reducing margins 8. Reassessing credit facilities such as working capital9. Procuring extra money10. Conversion of the unpaid interest 11. Conversion of the compound interest into simple interest
TRENDS IN CDR The CDR progress reports indicate 285 live
cases dealing with the debt of Rs. 286405 crores
Infrastructure ,Iron and Steel , textiles etc. are some of the main sectors which are resorting to CDR mechanism
Therefore CDR in India has shown higher trend and its demand has been increasing since its inception