Role of HR in Talent Management

Talent acquisition and management has emerged as a key strategic process in an organization. Though there is a better availability of workforce in the market than ever before, yet the challenge to acquire the right talent still persists for any organization, worldwide. This is essential to achieve the strategic objectives and ensure long term success of an organization. Thus, enhanced corporate competitiveness and globalization has transformed the regular process of human resource recruitment into talent acquisition.

Moreover, the work of an organization these days does not end with hiring of the right talent into the organization. There is a wide spectrum of activities like career management, leadership development, talent planning, etc. which are constantly buzzing in the HR departments of organizations. Such activities fall into the realm of talent management.

Talent management is all the more essential to keep up with the future needs of the organization. Otherwise, if the organization does not focus on talent management within itself then it will have to resort to the process of recruitment every time the need for appropriate talent arises. Hence, we can say that talent management is all about nurturing and guiding the talent in your organization in alignment to the strategic and long run goals of the organization. It is the succeeding step to talent acquisition.

An organization generally avails the services of an HR Consulting Firm to provide with a cost-effective and quick, yet high quality, talent acquisition and management process. An HR Consulting Firm efficiently and effectively contributes towards recruiting the best and the most appropriate person for the organization with the allocation of minimal resources and within a short period of time. Also, HR Consulting Firm provides the right analysis, strategies, and plans for the management of talent in an organization.

As far as talent acquisition is concerned, an HR Consulting Firm maintains a highly effective research team which keeps a detailed track of the requirements of both the organization as well as the candidate. It may be possible that an HR firm may specialize in certain industries or sectors as far as acquisition of talent is involved. This helps the HR Firm in maintaining high standards of success in meeting the talent demands in particular industries by employing in depth knowledge and research in those industries.

The Firm conducts behavioral interviews with the prospective candidate to obtain a comprehensive analysis of the leadership, team-building, decision-making and problem solving skills of the candidate. Also, the candidate is thoroughly assessed for his attitude towards working in a team, response to change management and reaction towards the cultural climate of the prospective organization. Such analysis helps the organization in not only recruiting a candidate with right educational and professional experience, but also one with the required attitude and flexibility to be a part of the organization.

The HR Consulting Firm undertakes following steps for talent acquisition process in an organization:

  • Comprehend the business strategy of the organization.
  • Assess the talent availability within the organization.
  • Discuss the talent requirements of the organization with the management.
  • Analyze the gap areas between availability and requirement.
  • Build strategies and plans to meet these gap areas.
  • Measure the success of the implemented plans.

Talent management basically works in creating a pool of talent within the organization which helps in achieving the strategic objectives of the organization in the long run. This requires the HR Firm to work on the present set of employees of the organization and polish them so as to align their talent with the strategic objectives of the organization. Talent management process also requires an HR Firm to:

  • Analyze the talent strategy and succession planning of organization.
  • Develop a talent plan as required for strategic long run success of organization.
  • Review talent in the organization.
  • Plan various tools and techniques to develop talent within the organization.

Talent management process:

  • Carry out performance management
  • Develop career management plans
  • Benchmarking talent activities
  • Leadership development programs
  • Team building exercises
  • Action learning programs
  • Interactive workshops
  • Individual development guidance and coaching
  • 360 degree feedback

Recruiting

The foundation of talent management is hiring the right people. The best recruiting processes support those efforts by carefully defining job descriptions, using an applicant tracking system to help manage the workflow of the interview process, and carefully interviewing applicants to select the strongest candidates.

Career Management

Managing your employees’ career paths can help increase satisfaction while reducing costly turnover. Building on the information collected during annual reviews, companies can learn more about employees’ Strengths and interests. With that in mind, it’s possible to work with employees on long-term career development plans. Whether you’re dealing with someone on the management track or someone interested in being a highly skilled individual contributor, career management is a critical component of talent management and employee satisfaction.

Performance Management

Once employees have been hired, it’s essential to have the right processes in place to successfully manage them. HR technology and service solutions in areas such as time and attendance can help track productivity and performance. Regular review processes help keep lines of communications open between management and staff, allowing workers to get feedback on what’s going well and where they need to improve their performance.

Organizational Strategy

Talent management activities rarely happen in isolation. Instead, strategic recruiting and support of workforce development begins with a company-level commitment. Your HR team may play a leading role in making this happen, from identifying talent management as a strategic priority to determining how and where that focus will be applied.

Focusing on talent management is a critical component of your broader workforce management strategy, because recruiting, training, retaining, and promoting the right people are essential steps in reaching your staffing goals. While human capital management initiatives encompass talent management and much more, understanding and executing the day-to-day activities of recruiting, leadership development, strategy creation, and career management are essential for successful HCM.

Leadership Development

Have you identified the next generation of leaders within your organization? That’s a vital part of the talent management process. Once these high-performance, high-potential individuals have been located, businesses need to consider the best way to retain them over the long-term. Often, this process requires a focus on training, stretch assignments, and mentoring.

Role of Talent Management in building Sustainable Competitive advantage to an organization

Organizations work towards the achievement of their mission and strategic objectives. This requires a thorough understanding of the resources required for achieving the same. Resources here imply financial and non-financial both and they are equally important and interdependent.

Technically these resources have been divided into two, non-contingent and differentiating capabilities. Whereas non contingent capabilities are basics that enable an organization to compete and exist in the marketplace, differentiating capabilities are those that differentiate an organization from that of the other and offer competitive advantage. Effective marketing management, for example can be one of non-contingent capabilities. Similarly, many HR processes aspire to develop non contingent capabilities but they often fail to align with the strategy and offer competitive advantage. Most of these processes end up developing people in similar areas and similar capacities as their rival firms but this fails to provide any competitive advantage.

For organizations to develop competitive advantage through HR processes it is very important to define strategic differentiating capabilities and then develop a process for identifying and developing the same. This empowers the HR people to create an impact on the organizational strategy and also provides a link between talent management and strategy.

For HR to prove that talent management can be of strategic importance to organizations, the critical relationship between the two must be proven. Talent management specially needs to be projected as a differentiating strategic capability that can offer real and substantial competitive advantage.

According to research conducted by various bodies it was found out that creation of differentiating strategic capabilities signifies the relationship between business strategy and human resources. Human resources, it was deduced are the primary sources of strategic advantage. The research study was primarily based on Resource based view (RBV) of an organization. This view has gained significant ground among HR practitioners as basis of models for formation and structure of resources.

Unlike other non-contingent capabilities that can be developed easily and cannot contribute to a large extent towards the development of a sustainable competitive advantage, differentiating strategic capability such as strategic HR through talent management can. However, for human resources to qualify as potential sources of competitive advantage they should fulfil the following criteria:

  • Strategic Value: The resource has to contribute substantially and add value in his/her area of expertise.
  • Rare: Unique in terms of skills, knowledge and abilities in order to qualify as rare.
  • Appropriable: The extent to which the resource is owned by the firm.
  • Inimitable: Such that the resource cannot be replaced even after the competitors having spotted the same.
  • Cannot be Substituted: This means that the resource cannot be substituted by the rival firms and that there is no match for the talent.

There are not many things in the business environment that can fulfill all the above criteria and offer unique competitive advantage except human resources and that is under the jurisdiction of talent management. There is also a need to understand the strategic intent of the organization before defining strategic capabilities.

Strategies:

  1. Adopt a growth mindset. A scalable and expanding customer and values-driven mindset is a living, breathing thing. It begins with the existing leadership of the organization and permeates throughout the organization, its functions, and its stakeholders. It is not only led but managed and habitually normal; it is culture. This mindset connects the organization to the people who matter.
  2. Have organizational character. Reference and align the corporate vision, values and mission. Know and understand the current/future state of the organization and industry. Integrate strategy and aspirations for any innovation, disruption and digital strategies. Be prepared and flexible as the progression of transformation takes place and begins to thrive.
  3. Have ethics. Good business practices create good business value.
  4. Embrace technology. Digital, automation and self-service technologies are creating change in talent management services.
  5. Rethink the HR lifecycle. Address the future of automation and technology, analytics, service models, governance, etc. to ensure it is affording the organization value now and in the future. The future of talent management strategies are flexible, people-oriented and reliable.
  6. Champion the strategy. Existing leadership teams should collaborate to prioritize, support and lead the success of the organization’s talent management strategy.
  7. Assess and redesign talent management programs to support all levels of leadership in the organization. Keep them people-centric through experiential learning to ensure they are ready to lead. These programs should support and measure cultural diversity, creativity and legacy, leadership and team excellence, brand equity, employee engagement and productivity, and revenue prosperity.
  8. Conduct assessments. Align talent to future value. Develop individual career frameworks and leadership plans for effective insight, growth and success.
  9. Develop your workforce. With scarcity in talent and the ever-growing desire for job security, it is critical organizations provide professional development programs to up-skill and reskill their workforce. Enabling the workforce to thrive ensures positive and lasting employee experience and engagement, resulting in positive productivity and profitability.
  10. Create a brain trust. Develop an internal and external data source that attracts social interaction from employees, stakeholders and suppliers. Utilize the data to analyze, validate and identify innovation, disruption and key business information to support leadership decisions and corporate strategy.
  11. Redefine metrics. Redefine traditional performance management to a coaching culture. Align metrics to mirror the organization’s mission, vision, strategic initiatives, transformational goals and milestones, all while streamlining incentives and rewards accordingly.

Talent Gap Meaning, Strategies to Fill Gaps

Talent gap simply refers to a lack of skilled personnel in an organization. Every organization occasionally faces the tough issue of talent gap. The HR Department makes an all-out effort to fill this gap through various methods, most of which are discussed in subsequent chapters of this tutorial.

Persistent talent gap is likely to hamper the growth and development of an organization. It also has a negative impact on the employees’ motivation as they feel demotivated due to lack of talented people to look up to for necessary instructions and advice to work effectively.

Talent Gap is very important when it comes realizing the need for improvement or training. Skill gap can be based on the job fit or actual gap in technical or functional skills to complete a job. Once we analyze the skill gap, we can work on the improvement plan to fill this gap.

If this gap is allowed to persist, this would be mean the employee would keep doing the job unequipped with right skills required and would lead to loss in productivity. If this problem is evident for a large number of employees or department, it can become an issue for the organization.

Talent gap is expected in any employee or organization. It is more of an opportunity analysis to improve and assess the existing workforce and further improve them through coordinated trainings and grooming during through the job tenure.

Strategies to Fill Gaps

To fill the talent gap in an organization, the HR Department needs to follow certain basic steps. It helps in working out solutions to deal with talent gap. Following are the steps to address talent gap.

  • Know the Knowledge, Skills and Abilities (KSAs) required for the positions or vacancies.
  • Identify the areas where proficiency needed.
  • Look for persons with required KSAs within the industry or market.
  • Select the right or deserving candidates with required proficiency.
  • Identify the skill gap of the candidate to the position.
  • Devise plans to mitigate the skill gap.
  • Provide training and refreshment to the newly-hired employees.
  • Roll out professional development plans to help employees succeed in their role.
  • Periodical assessment of individual performance and identify the areas where extra training or specialized attention is required.

Strategies to Reduce Talent Gap

Following are some of the strategies that can help reduce the talent gap in an organization:

Develop a Culture of Talent Development

Culture is the environment for people at work. Every organization has its own culture. Culture in an organization includes the norms and behavior that outline its shared values. Managers need to build and maintain an effective culture for the larger interest of the organization.

Organizational culture should be so nurtured that it will facilitate to retain, sustain, and grow talent.

Build Sustainable Processes

Managers should coach and develop their people. Every employee knows what areas they need to improve, and for those with particularly high potential, career tracks should be developed that give them a sense of a sustainable relationship with the organization.

Strengthen Shared Values

Every employee should be able to connect their daily work productivity and responsibilities to the values of the organization. They need to understand the job and the reason for completing the job successfully.

Leverage Problems as Opportunities

Problems in the workplace should be seen by employees as opportunities to develop their skills and hone their talent for future performance. Learning the causes and stresses inherent in the problems can be helpful for both the organization and the employees.

Act as a Role Model

Be transparent about your own needs to learn, develop and share. Embrace openness. Leaders are never more powerful than when they are shown to be learning.

Reinforce the Value of Learning

Go beyond the preliminary conversation about goals. Ask employees what they want to accomplish and what they feel their gaps are. When someone completes an assignment, celebrate both the outcome and the learning, especially if the assignment wasn’t completed smoothly. Reinforce shared values.

Build Sustainable Processes

Managers should coach and develop their people. Every employee knows what areas they need to improve, and for those with particularly high potential, career tracks should be developed that give them a sense of a sustainable relationship with the organization.

Strengthen Shared Values

Every employee should be able to connect their daily work productivity and responsibilities to the values of the organization. They need to understand the job and the reason for completing the job successfully.

Leverage Problems as Opportunities

Problems in the workplace should be seen by employees as opportunities to develop their skills and hone their talent for future performance. Learning the causes and stresses inherent in the problems can be helpful for both the organization and the employees.

Talent Gap Analysis

Identifying skill gaps is essential for the companies to ensure that the workforce is well trained, knowledgeable & better equipped to perform the job. This analysis helps achieve the following objectives:

  • Make employees aware about the critical skills they’ll need to grow.
  • Helps one refine and define skills the agency needs, now and in the future.
  • Helps in recruiting efforts when current employees don’t have the skills or the interest.

Talent Management Meaning, History, Scope, Need

Talent Management (TM) refers to the anticipation of required human capital for an organization and the planning to meet those needs. The field has been growing in significance and gaining interest among practitioners as well as in the scholarly debate over the past 10 years, particularly after McKinsey’s 1997 research and the 2001 book on The War for Talent. Talent management in this context does not refer to the management of entertainers.

Talent management is the science of using strategic human resource planning to improve business value and to make it possible for companies and organizations to reach their goals. Everything done to recruit, retain, develop, reward and make people perform forms a part of talent management as well as strategic workforce planning. A talent-management strategy should link to business strategy and to local context to function more appropriately.

Components:

Attract, develop, motivate and retain: This is not a comprehensive list. Talent management touches on all key HR areas, from hiring to employee onboarding and from performance management to retention.

  • The full scope of HR processes:

Talent management is about a set of HR processes that integrate with each other. This means that talent management activities are larger than the sum of the individual parts. This also means that a talent management strategy is required to capitalize on its full potential. More about this later.

  • High-performing employees:

The purpose of talent management is to increase performance. It aims to motivate, engage, and retain employees to make them perform better. This is why the importance of talent management is so significant. When it’s done right, companies can build a sustainable competitive advantage and outperform their competition through an integrated system of talent management practices that are hard to copy and/or imitate.

Focus:

  • Employer reputation:

Reputation is related to employee branding. However, reputation is more affected by external media the company has less control over. An example of reputation gone wrong is the banking sector in recent years, especially after the 2008 financial crisis.

  • Employer branding:

Having a strong brand attracts even the best candidates.

  • Candidate experience:

The experience of the candidate influences the employer brand.

  • Referrals:

Talent knows talent. Referral programs are effective as they help to pick up candidates that onboard quicker and perform better. We listed 7 employee referral programs examples you can take a look at to get inspired.

  • Onboarding:

Getting people up to speed as quickly as possible helps to make them more productive and increases employee retention.

  • Selection:

Spotting and selecting the best is a critical part of talent management.

  • Inboarding:

Yes, you read it right. When people are promoted internally, they also need support to achieve maximum productivity. This is called inboarding.

  • Engagement:

Engaged employees are motivated, perform well, and are more likely to stay.

  • Retention:

Retention strategies help to keep the best people on board. An example is succession planning.

  • Succession planning:

You want to be able to fill crucial top positions whenever they become vacant. Having a talent pipeline that ensures succession planning is a key element in this.

  • Learning and Development:

This is not only a common talent management practice, it’s also a Human Resource best practice. Educating employees helps increase performance and retention. After all, once you’ve recruited the best people, you want to make sure they remain the frontrunners in the field, right?

  • Performance management:

An essential part of managing talent is tracking and improving their performance.

  • HR analytics:

As we’ve said before, by leveraging data you can ensure that you’re hitting the right KPIs that have an impact on business outcomes.

History

The precursor to “Talent management” seen extensively in firms during the latter part of the 20th century was centered around internal talent development. An overemphasis was placed on the training and evaluation of managerial positions creating an excess supply of middle-management talent. Poor business forecasting of economic downturn in the 1970s combined with no-layoff policies for white-collar workers resulted in corporate bloat. Recession throughout the 1980s saw large increases in unemployment as firms restructured, placing less importance on internal development. As a result the hiring of outside talent largely replaced the internal development schemes seen in businesses earlier in the century and by the late 1990s had reached its limit. Firms found they were both attracting and losing experienced employees at the same rate and needed to explore new ways of retaining and nurturing incumbent employees.

The term was coined by McKinsey & Company following a 1997 study. The following year in 1998 “Talent management” was entered in a paper. Written by Elizabeth G. Chambers, Mark Foulon, Helen Handfiled-Jones, Steven M. Hankin, and Eduard G. Micheals III. However, the connection between human resource development and organizational effectiveness has been established since the 1970s.

The profession that supports talent management became increasingly formalized in the early 2000s. While some authors defined the field as including nearly everything associated with human resources, the NTMN defined the boundaries of the field through surveys of those in corporate talent management departments in 2009–2011. Those surveys indicated that activities within talent management included succession planning, assessment, development, and high potential management. Activities such as performance management and talent acquisition (recruiting) were less frequently included in the remit of corporate talent management practitioners. Compensation was not a function associated with talent management. Lastly, the strategy of using talent management help organizations with workforce during WWII.

Scope:

India is one of the rapidly emerging markets in South East Asia. Recently companies in India have started to focus on their talent management programs. There are two classes of labour in India; skilled and unskilled, and it pays a lot to be skilled in India. Minimum wage of an unskilled labour lies somewhere in between US$1,400 to $1,500 per annum, which is very low by international standards. But if you are equipped with tertiary skills you can easily make a good living. This difference in the wages can be comprehended with the help of a simple economics’ concept of supply in demand. High skilled workers are a scarce resource everywhere and therefore they are valued more, which explains the higher wages.

Even with the higher wages, a job-hopping attitude is clearly visible in the Indian workforce, especially the millennial. A survey found out that 54% of the Indians consider leaving their current job because of the lack of growth opportunities. This percentage rises even more when the sample is taken from age-bracket of 16–24-year-olds. The talented and ambitious youth of the country, greatly values the skill development opportunities provided by their employers.

  • Talent Acquisition:

All organizations today want the sun and the moon and the stars but often land up only reaching the tree tops. Business firms are looking for employees who have excellent functional skills, social skills and strategic skills but, it is almost impossible to find one candidate who has best of all skills. Hence organizations make do with what they get. Identifying and acquiring talented workforce is one of the most important stages of talent management as they say, “Well begun is half well completed.”

  • Talent Development:

Once you have hired the right set of employees into the organization, it is imperative to develop them in the areas that are important to the organization. Some competencies are stable whereas some are dynamic competencies. The stable competencies include the enduring characteristics of individuals which remain more or less the same over time and the dynamic competencies include knowledge and skills that are continuously changing.

Talent development primarily aims to develop the dynamic competencies of individuals through interventions such as formal training programmes, coaching and mentoring by senior leaders of the organization, job rotations, on the job learning, special assignments, action learning, committee work, stretch assignments, developmental assignments, job shadowing, etc.

  • Talent Engagement:

Hiring and developing talent does not ensure that we have engaged employees. Having employees who go out of their way to help others, having employees who do not restrict their work tasks to their job descriptions and having employees who are more willing to work on holidays or extra time is a blessing in today’s competitive environment. These things will happen only and only if the employees are truly engaged with the organization.

Having engaged employees is truly an asset to the company and a success story towards talent management. With organizational citizenship, behaviour is often used as a parameter to gauge employee engagement, what is often overlooked as a factor has increased engagement in mentoring the employees. Mentoring is when senior and more experienced individuals in the organization take keen interest in the personal and professional development of junior and less experienced individuals in the same organization.

  • Talent Retention:

Hiring the right talent, investing in further developing them and engaging them is a futile effort if it does not lead to talent retention. All the hard work and efforts of the HR team go in vain when employees want to exit early from the organization. Not all exits are bad but when employees want a separation without having contributed enough, is where the problem lies. Some companies especially in the Information

Technology sector are trying to remedy this situation by asking employees to sign a bond. A bond that is a contract between the employer and the employee that makes them agree to terms and condi­tions stating that they will not leave the organization for a minimum period of xyz years as decided by the company. In case they violate this clause of the Memorandum of Understanding, there is a huge monetary fine associated with the same.

Need

No process or organization is any good without the right talent managing it. The right people can create the right design, the right processes and adopt the right technology to propel any organization in the desired direction. Talent management is all about having the right person at the right place at the right time for the optimum time and at the right price. Organizations have now realized that people could be that crucial differentiating edge for them in the increasingly competitive marketplace.

There are various reasons for which a company would need talent management as summarized below:

  1. To align the workforce with the business needs:

Talent management is about identifying the right talent for the right role. It implies fitment of right set of skills to the right set of job requirements. This alignment of skills to job tasks ensures synergy between the staffing process and the business demands.

  1. To engage the workforce for establishing and sustaining highest level of productivity:

An engaged workforce leads to a productive workforce. Establishing and sustaining highest level of productivity implies a lot of things including creating and maintaining a talent culture. This culture creates an enabling environment for employees to learn, grow and excel at their work. We propose an EVOSKILLS model to create and sustain a talent culture in an organization that will enable highest level of productivity.

  1. Effective talent management helps in increasing the employee satisfaction:

Employee satisfaction can be understood as cognitive, emotive and social comfort that is achieved by working in an organization which has fair policies that respect employee sentiment. Developing fair transparent and just employee related policies and ensuring their smooth execution is very much an integral part of talent management.

All the great places to work that have achieved the Great Place to Work title by employee votes are places that guarantee employee satisfaction through effective talent management processes.

  1. To effectively develop leaders in the organization who can use their expertise to help in the growth of the company:

Talent management includes talent development. Developing talent does not only mean developing technical skills and functional skills of employees, it also includes developing behavioural skills of employees including those of the leaders. Many organizations have tie-ups with leading B-schools of the world to help the organizational leaders develop the right set of competencies through different educational programmes. In turn, these leaders are expected to serve the company for a minimum specified period of time, especially if the educational programme is sponsored by the organization, partly or fully.

  1. To effectively balance diversity in workforce enabling highest possible employee engagement:

Workforce diversity is a challenging theme. Organizations are today spending on diversity training among other things on a high priority basis. If not dealt with elegance and dignity, it can backfire big time. People want to know how much you can before they care how much you know. Employees belonging to different age groups, gender, race, community, linguistic groups and religions, all expect and rightly so to be treated fairly to say the least. Beyond the fairness paradigm is the legitimacy and access paradigm that claims to use diverse backgrounds of employees for business gain.

Talent Value Chain

People are a fundamental resource for any enterprise. Unless top leadership can harness this asset, an organization risks being eclipsed in the so-called war for talent. Executive leadership must be strategic about talent because the most important levers for extending competitive advantage are all related to people.

The concept of the “Value chain,” introduced by Michael Porter in 1985, can be applied to talent in the form of the following “People value chain“: talent attraction, targeted recruiting, high-accuracy hiring, proactive “on-boarding,” talent identification, performance enhancement, career acceleration and succession management. Leadership that really “gets it” takes a strategic, long-term, patient and disciplined approach to creating and maximizing the people value chain.

Attracting and Hiring the Right Talent

Finding and identifying the “best-fit people” and placing them in the “best-fit roles” is basic and intuitive, but it is far from simplistic. There are only two tactics that will deliver on that score: one, having a strategically grounded “culture brand” for attracting and recruiting the best fits; and two, being able to carry out high-accuracy hiring.

The foundation of a strategically grounded culture brand requires crystal clarity about the organization’s reason for being (mission), its idealized future state (vision) and its fundamental cultural principles (core values). With those in hand, the enterprise can craft a compelling call to action (a strategy map and blueprint for execution).

High-accuracy hiring involves knowing how to precisely screen in and screen out, knowing which tools to use to maximize the probabilities that you are accurately identifying a best fit as a best fit and knowing how to standardize the selection process and replicate it throughout the organization.

First, analyze your major job categories and identify their crucial competencies. There is a universe of about 40 competencies, various subsets of which can pinpoint the requirements for efficacy in most work roles. Second, build a set of tools that can measure the desired traits and capabilities for a given candidate. These include a competency model, a behaviorally based interview protocol and guide, a personality test that can measure “softer” indicators and an evaluation matrix that can be used by all members of the hiring team to coordinate and synchronize the assessment process. Third, methodically prepare hiring teams to gauge the answers to three questions about every candidate:

  • Can he/she do this job? (Education, experience and acquired skill sets)
  • Will he/she do this job? (Vocational interests, motivation, work ethic and drive)
  • Will he/she fit here? (Values, sociability, independence, team orientation and leadership/followership styles)

Proactive Onboarding

It is a leap of logic to assume that high-accuracy hiring will protect against misalignment between the new hire and the organization’s culture, its people and all their customs. Failing to consider all the possible hazards that can threaten even the most able new executive’s tenure is a glaring oversight that leads to shortened tenures.

Key objectives of onboarding coaching include aligning the executive with the corporate culture, developing the areas that bear closely on job success, facilitating positive communication and ensuring positive relationships with his or her team and other stakeholders. The onboarding process in a nutshell:

The consultant and new hire evaluate the corporate culture of the organization, interviewing key personnel and examining the strategic documents and various materials that highlight the nature of the organization’s people practices.

The consultant assesses the onboarding candidate. The candidate responds to assessment questionnaires related to emotional intelligence quotient (EQ) abilities and leadership behavior and participates in an in-depth interview.

With these two assessments, cultural and individual, the core of the onboarding process can begin. The candidate goes through an in-depth debriefing with the coach to:

  • Identify blind spots, counterproductive tendencies, key strengths and potential vulnerabilities in certain situations common to the new environment.
  • Create a roadmap for the candidate’s success.
  • Monitor performance during the first year; look for and address disconnects Add new leadership competencies to the candidate’s repertoire.

The new hire and coach are partners in developing strategies to integrate the executive into his or her new role, culture and company. Together, they create an early warning system for identifying emerging problems and initiate the steps necessary to take the executive’s skill sets to the next level. The process is not very different from the typical general executive coaching engagement. It simply has a more specific focus.

Identify and Develop Your Existing Talent

Your mission, vision, core values and “Strategy execution blueprint” will guide your talent identification and development system. Once you understand how they translate into cultural, leadership and talent management requirements, you can make the case for talent management throughout the organization, align all levels of management with the requirements and hold them accountable for delivering. That delivery depends on the accurate use of a powerful weapon: a leadership competency model that captures the essence of your mission, strategic imperatives and talent requirements. Acting as a gyroscope, it describes and quantifies the management and executive profiles you will need in high-value roles in the future.

Simultaneously, accelerate your high potentials’ development. Cleverly and resourcefully exploit the learning value of stretch assignments, along with other development modalities, such as mentoring, executive coaching and action learning.

Keep Them in the Pipeline

Any talent management approach must synchronize with the organization’s strategy. Reverse-engineer your succession management to the organization’s human resources strategy, which, in turn, is reverse-engineered to the overall business strategy. Then, turn the organizational culture into a meritocracy where managers are held accountable, recognized and promoted for being successful talent scouts and developers. Whether your organization seeks leaders from within or without, it is always necessary to build them. The reason is leaders, for the most part, are not born. They are made.

Key elements in the talent management value chain:

  1. Define principles & strategic objectives
  • What are the overall principles and strategic objectives for HR management?
  • What mix of staff should be employed?
  • How should the skill base be developed?
  1. Plan
  • What talent segments will be needed and by when?
  • To what extent will the talent needs be met internally and to what extent will they need to be met through external recruitment?
  • What is the expected rate of talent attrition?
  1. Attract
  • What is the value proposition as an employer?
  • What external recruiting pools should the company target?
  • What recruiting processes should be in place to attract, filter and screen the best available talent?
  • How should offers be converted into acceptances?
  1. Train & Develop
  • What training programs should be in place at the different levels?
  • How should the success of these training programs be measured?
  1. Assess & Promote
  • How should internal talent be evaluated?
  • Who should do the evaluations?
  • What career paths should be defined within the company?
  • How can departing staff be assisted in external job placements?
  1. Engage & Affiliate
  • How can the company drive engagement and commitment to the organization?
  • How can the company maintain affiliation with alumni?
HR level

Focus

How

Level

Level 1 HR organization Focus on cost-saving. Through optimizing HR efficiency Operational
Level 2 HR organization Focus on HR results. Through maximizing HR outcomes. Cost efficiency is secondary Tactical
Level 3 HR organization Focus on business results Through efficient and effective HR policies Strategic

Change in External Aspects on Reorganization: Engagement with Statutory Authorities, Revised ISO Certification and Similar Other Certifications, Revisiting past Government approvals, decisions and other contracts

Engagement with Statutory Authorities

This is one of the important areas that deals with legal requirements and is close to the company secretary. It is essential to identify government authorities that need to be intimated formally about the merger/ amalgamation/takeover e.g. SEBI, Stock Exchange etc.

Restructuring is also likely to require reflection of the changes to various government permissions, licenses, approvals granted in the past e.g. under labour and industrial laws, sales tax and service tax registrations, permissions under SEZ/STPI requirements where a unit of a merging entity now becomes part of the merged entity. Appropriate steps need to be carried out for updating registration of vehicles owned by merging entity prior to merger.

Revised ISO Certification and Similar Other Certifications

Restructuring could lead to changes in existing certifications such as ISO or similar other certifications. With the addition to locations or changes in organization structure, suitable changes need to be reflected to the certifications obtained e.g. post-acquisition, the acquiring company may decide to close down a branch of acquired company located in Bangalore, since acquiring company may have a large set up in Bangalore; which would require intimation to concerned bodies and completing necessary formalities to ensure all locations/ Functions in new set up are certified.

Revisiting past Government approvals

Restructuring is not always about future decisions or actions. One would need to take a look at past decisions or approvals which were conditional and insist for re-visiting earlier decisions e.g. assuming that the Board of Directors of a company had passed a resolution for not paying any remuneration to nonexecutive directors. However, acquiring entity pays certain percentage of its profits to non-executive directors. Post acquisition and to fit into group policy, company would need to pass another resolution for payment of remuneration to non-executive directors. Take another example, where a company had obtained permission from Reserve Bank of India stating a condition that the permission is subject to condition that foreign shareholding in the company does not exceed X%. If post acquisition, the percentage of foreign shareholding passes stipulated percentage, the company would need to refer the matter to RBI and seek appropriate sanction. There would be a few issues which are disputable where the order of Court would operate and no formal process needs to be followed. However, it is recommended that a company should take appropriate steps to avoid multiple interpretation or possible non-compliance in such cases.

Additionally, a company may be subjected to compliance with Operational Challenges Post Corporate Restructuring certain laws of requirements as a result of restructure e.g. a non-listed company acquires a listed company to make the listed company as its subsidiary. Certain provisions of listing agreement/ SEBI regulations would apply which apply to a holding company of a listed company, which was so far not applicable to such a nonlisted company. Or where a merging entity had a unit in SEZ; now the merged entity would need to ensure compliances under regulations applicable to SEZ unit. Assume a company has obtained 100 software licenses required as a part of internal system used for a particular project. Post-merger, if the size of such team increases to 150 members, company would need to procure additional licenses.

Decisions and other contracts

It is a onerous exercise to check provisions in the existing contracts having connection to any form of restructuring. While order of the Hon’ble Court would prevail and shall ensure that the contracts entered by the merging entity shall continue to be transferred in the name of merged entity as if merged entity was the signing party from the relevant date, provisions contained in a contract with third party may require company to inform about such merger or may give rise to the other party to terminate the contract.

A lease agreement having committed period clause (providing for minimum period of lease during which the lease contract is not terminable by the landlord) may release the landlord from such restriction in the event of a restructure of the lessee entity. Likewise, the company may lose the benefits/ concessions under existing contract, unless company is able to re-negotiate those terms to its favor. Or a contract may provide for lifting the restrictions around fixed fees say for a period of three years, consequent to restructure. It is now imperative for the merged entity to check all such provisions triggering from a restructure rather than criticizing how badly the contract was negotiated by merging entity.

Further, the merged entity would need to check various rights and obligations spelt out in the contracts with third parties and should allocate teams to identify and ensure compliance of those requirements. A loan agreement may insist on the borrower company to obtain prior permission from the Bank. Restructuring is likely to trigger termination rights for other party to the contract, which could turn out to be dangerous from business continuity perspective.

Change in the Internal Aspects on Reorganization: Change of Name and Logo, Revised Organization Chart, Communication, Employee Compensation, Benefits and Welfare Activities, Aligning Company Policies, Aligning Accounting and Internal Database Management Systems, Re-Visiting Internal Processes and Re-Allocation of People

Post-merger reorganization is the wide term which covers the reorganization of each & every aspect of the company’s functional areas to achieve objectives planned & aimed at. Parameters of post-merger reorganization are to be established by the management team of each amalgamating company differently depending upon its requirements, objectives of the merger & the management corporate policy.

The merger can join 2 cultures, 2 sets of procedures/processes & protocols, 2 sets of policies & change in the employment environment & the prospects of several hundreds of employees, who are the key to future value.

Factors in the Post-Merger Reorganization

It wouldn’t be appropriate to divide all the actions in restructuring process into 3 stages viz. before, during & after, to ensure all the actions that are covered & put in right buckets to make sure proper planning for all of these actions. Post-restructure actions foresee the actions required to be taken after approval from the Court is obtained in case of the merger of 2 or more than 2 companies. One will need to give a thought about the applicability of the points stated below to relevant type of business restructuring.

Change of name & logo

In case the restructure is going to result in the change of name or where the Board of Directors (BOD) decide to change the name of entity post restructuring, then the company will need to plan to carry out the change of name on all the name boards and letterheads and all branches/ locations where the name of Company has been posted or displayed, including company’s website or on internet. Similarly, the arrangements need to be made to modify corporate logo, if the same is going to change as well.

Revised organization chart

A company will need to work on apprising its organization chart at all the levels. It will also need to reflect new vision/mission & the new thinking post-restructure. In the event of a takeover, the organization chart may not change expressively; but the acquired entity may need to align its organizational structure with acquiring entity.

Communication

A company should provide proper & timely communication about the restructuring organization to every single of its employees that would provide updated status, bring a clarity on what’s happening at the organizational level & avoid the miscommunication. Also, it would be useful to send the communication regarding such changes in the company policies. The company shall also consider sending an appropriate communication to the bankers & auditors & advisors, etc. upon formal completion of restructuring activity.

Employee compensation, benefits & welfare activities

Companies need to be sensitive with respect to the terms & conditions of the employment. Usually, the courts would uphold the terms of employment to be not less favorable than existing the terms & conditions. Post-acquisition, a parent company may want an acquired company to adopt compensation structure of such parent entity. It would result in re-aligning structure as well as the pay scales of the existing employees. A company will have to carefully handle such sensitive areas to make sure about the employee satisfaction & comfort that pays in long run in building an image in addition to preventing or reducing low employee turnout.

Additionally, the company would need to consider the prevailing fringe benefits & the amenities provided to employees & feasibility of continuing same in the new set up (post restructure). For example; The Company may re-negotiate insurance premium for the employee-related insurance policies like (life, accident, medical as applicable) depending on conditions of the existing policy or preferred insurance vendor recommended by the acquiring entity.

Aligning company policies

A company would need to align or amend its internal policies to reflect organization in post restructure scenario. This might not apply to all the types of restructuring. Particularly in the case of a takeover, an acquiring entity is likely to claim all its policies of the acquired entity to bring consistency in the group’s policies.  Specific changes to group policies may be needed depending on nature & size of business, location, the applicability of relevant State laws. The challenge continues further in the terms of implementing the changes in companies’ policies e.g. if acquired company has the policy to use laptops/ computers manufactured by DELL. If AN acquiring company uses laptops/ computers manufactured by HP, the company would need to take the decision to implement a group policy or to make the exception until the time the existing laptops consume expected life & new ones are due for the procurement. Similarly, it would be appropriate for revisit policies with the respect to the employee uniforms, the mobile phones provided by a company, to tie up with the insurance agents to the provide cover as per terms & conditions acceptable to the parent company, HR-policies that impact office timings & leaves soon.

Aligning accounting & internal database management systems

Besides passing appropriate accounting entries to capture the merger/ acquisition/ financial structure, the company may need to adopt accounting policies, practices based on those followed by its new parent organization post-acquisition. The company needs to understand any reporting & database requirements of acquiring a company or merged entity to provide relevant data to the new management & to align existing systems with those of the parent/ merged entity. This may involve providing suitable training to concerned personnel & understanding issues, if any, to avoid incorrect reporting.

Re-visiting internal processes

The company that is subjected to the restructuring that will need to align its internal processes with that of a merged entity for e.g. the domestic travel processor reimbursement of the expenses process. The Company’s current process may involve the issue of cheques to the employees against the expenses claimed; whereas the merged or acquiring entity credits its employee claims to the bank account maintained for such purpose. Accordingly, the company will need to open a bank account (expense reimbursement account) for all its employees. The company will also need to create e-mail ids for employees of merging entity & ensure access to their previous data as well. In case of an acquisition, acquiring company may insist on changing the email ids of an acquired entity to ensure consistency with its internal requirements.

Re-allocation of people

Restructuring typically would entail re-allocation of persons operating in various positions/ grades in similar functions. At times, allocation in support functions becomes a challenge as now two persons h & le the similar profile e.g. personnel in HR, finance, administration etc. This would require reallocation of responsibilities or re-defining the responsibilities to specific geography/ line of business/ business units. In addition, the situation may rise the new positions to get created to fit into a new organization structure post-restructure. A careful planning is needed to avoid overlapping, underutilization of staff & to take care of career progression.

Engagement with statutory authorities

This is one of the important areas that deals with legal requirements & are close to the company secretary. It is crucial to identify the government authorities that are needed to be intimated formally about a merger or amalgamation or takeover e.g. SEBI, Stock Exchange etc. Restructuring is likely to require the reflection of changes to numerous government permissions, as well as licenses &approvals granted in the past for e.g. under labor & industrial laws, sales tax & service tax registrations, permissions under SEZ/STPI requirements where a unit of a merging entity now becomes part of the merged entity. Proper steps to be taken for updating the registration of the vehicles owned by the merging entity prior to the merger.

Record keeping

Maintenance of records of merging entity & making suitable entries in the records (e.g. registers under Companies Act reflecting changes in shareholding, directors etc. as applicable) of merged entity is a must. One will need to dive deep to ensure maintenance of all past records including statutory & non-statutory registers, original copies of various forms, returns, certificates, approvals, litigation & property records. The company may need to relocate the records to centralized storage maintained by the merged/new entity.

Immoveable Property

A restructuring may cause changes in property records e.g. consequent to the merger if merging entity stops to exist, the merged entity will need to take steps to make sure that the property records are updated to reflect a name of a merged (new) entity. If a company is occupying leased premises, one should check conditions under the lease agreement & complete necessary formalities such as intimation to the like. If a company has borrowed money against mortgage of property, the company will need to inform the bank about the restructure & check if any formalities need to be completed as per bank’s policies. While the order of the Hon’ble Court is sufficient to bring legal effect to a merger/ amalgamation, the bank may require formal intimation in the prescribed form within 7 days or so.

Expansion of the existing teams to support the larger organization

The restructuring is likely to put the pressure on a support staff, which was supporting an employee strength before amalgamation e.g. in-house training department was probably h & ling technical training for 2000 employees. Post amalgamation with another company, the training function needs to cater to training requirements for 5000 employees. It is further likely that the amalgamating entity had an independent training department or had a sophisticated training module to conduct online training, which the amalgamated entity may not have; which would require further deliberations to implement better practices in the new organization.

Revised ISO certification & similar other certifications

Restructuring could lead to changes in existing certifications such as ISO or similar other certifications. With the addition of locations or changes in organization structure, suitable changes need to be reflected to the certifications obtained e.g. post-acquisition, the acquiring company may decide to close down a branch of acquired company located in Bangalore, since acquiring company may have a large set up in Bangalore; which would require intimation to concerned bodies & completing necessary formalities to ensure all locations/ Functions in new set up are certified.

Miscellaneous

The restructure would require the changes to data displayed on the website of the company or new entity as the case may be. It would want bringing the appropriate changes in the company’s branding strategy, marketing material, employee visiting cards, employee identity cards, changes to any power of attorneys issued by the erstwhile entity, consolidation of existing bank accounts with the same bank, any action related to existing bank guarantees & other miscellaneous items such as crockery bearing company’s logo, etc. There could be many other aspects to the restructure beyond those that are stated above, depending on peculiarities of the restructuring by a company. A company should plan for a restructure & try to cover as many aspects as possible to ensure smooth transition & taking necessary actions to complete the restructuring process to its logical end.

Impact of Reorganization: Gain or Loss to Stakeholders, Implementation of Objectives, Integration of Businesses and Operations, Post Merger Success and Valuation and Impact on Human and Cultural Aspects

Gain or Loss to Stakeholders

In mergers and acquisitions it largely depends upon the terms and conditions of the merger and the track record of the transferee or acquirer company. Based on the cardinal principle, every buyer, in other words transferee or acquirer has to pay more than the book value of the transferor or target company. However, the terms and conditions of the transaction depend upon their present operations and past historical records.

Implementation of Objectives

We have so far discussed various objectives, motives, reasons and purposes which are to be achieved and accomplished by implementing them after completion of merger, amalgamation or acquisition. Much of the senior management’s attention must be focused on developing a ‘post-transaction’ strategy and integration plan that will generate the revenue enhancements and cost savings that initially prompted the merger or acquisition. After merger or acquisition, the resources of two or more companies should be put together for producing better results through savings in operating costs because of combined management of production, marketing, purchasing, resources etc. These economies are known as synergistic operative economies. Synergy is also possible in the areas of Research and Development function of the combined company for optimum utilization of technological development, which could not be taken up by the separate companies for want of resources.

A key challenge in mergers and acquisitions is their effective implementation as there are chances that mergers and acquisitions may fail because of slow integration. The key is to formulate in advance integration plans that can effectively accomplish the goals of the M&A processes. Since time is money and competitors do not stand still, integration must not only be done well but also done expeditiously.

To implement the objectives of mergers or acquisitions, there are various factors, which are required to be reorganized in the post merged or acquired company. Such factors can be grouped in the followed heads:

(i) Legal Requirements

Fulfilment of legal requirements in post-merger reorganisation of any amalgamating company becomes essential for an effective and successful venture. The quantum of such obligations will depend upon the size of company, debt structure and profile of its creditors, compliances under the corporate laws, controlling Integration of Businesses and Operations regulations, distribution channels and dealers network, suppliers relations, labour etc.

(ii) Combination of operations

The amalgamating company has to consolidate the operations of the transferor company’s operations with its own. This covers not only the production process, adoption of new technology and engineering requirements in the production process but also covers the entire technical aspects like technical know-how, project engineering, plant layout, schedule of implementation, product designs, plant and equipment, manpower requirements, work schedule, pollution control measures, etc. in the process leading to the final product.

Integrating two different technological systems for complex business entities while continuing to run the business can be a massive challenge. It requires proper planning for phased transitions, extensive preparation and intensive testing. It is necessary to define workable implementation plans as to what needs to be integrated, when it should happen and how it can be done successfully.

(iii) Top Management Changes

The takeover or merger of one company with another affects the senior managerial personnel. A cohesive team is required both at the board level as well as at senior executive level. The reorganisation would involve induction of the directors of the transferor company on the Board of the amalgamating company, or induction of reputed and influential persons from outside who have expertise in directing and policy planning to broad base the Board for public image as well as smooth functioning of the company. Selection of directors, finalising their term of holding the office as directors, managerial compensation and other payments or reimbursements of expenses etc. are issues to be sorted out.

At the senior executive level also, changes are required particularly in respect of compensation depending upon the terms and conditions of merger, amalgamation or takeover and to adjust in suitable positions the top executives of the amalgamated company to create a congenial environment and cohesive group leadership within the organisation. Understanding different cultures and where and how to integrate them properly is vital to the success of an acquisition or a merger. Important factors to be taken note of would include the mechanism of corporate control particularly encompassing delegation of power and power of control, responsibility towards accounting, management information system, to and fro communication channels, interdivisional and intra-divisional harmony and achieving optimum results through changes and motivation.

(iv) Management of financial resources

Takeover, merger, amalgamation or demergers facilitate the attainment of the main objectives of achieving growth of the company’s operations. Growth is dependent upon the expansion, modernization or renovation or restructuring. Generally, the management plans in advance about the financial resources which would be available to the company to finance its post-merger plans. Such preplanning is based on certain assumptions which might change post-merger depending upon the volatility of a variety of factors involved.

(v) Financial Restructuring

Financial restructuring becomes essential in post merger reorganisation. Financial restructuring is characterised by liquidity crisis, ‘abnormal’ balance sheets and negative equity. The ‘clean-up’ must happen fast. Replacement of costlier fundings by cheaper borrowings on a long and short term basis as per requirement is one of the several ways and means of financial restructuring for a company. This being an important aspect concerns most of the top management, creditors, bankers, shareholders, regulatory bodies like stock exchange, SEBI as well as the government where provisions of corporate laws are attracted and their permissions or approvals for planned changes are required. Generally, financial restructuring is done as per the scheme of arrangement, merger or amalgamation approved by the shareholders and creditors but in those cases where takeover or acquisition of an undertaking is made by one company of the other through acquiring financial stake by way of acquisition of shares, e.g. IPCL by RIL, reorganisation of financial structure would be a post-merger event which might compel the company to change its capital base, revalue its assets and reallocate reserves.

Post Merger Success and Valuation and Impact on Human and Cultural Aspects

Every merger is not successful. The factors which are required to measure the success of any merger:

  1. The earning performance of the merged company can be measured by return on total assets and return on net worth. It has been found that the probability of success or failure in economic benefits was very high among concentric mergers. Simple vertical and horizontal mergers were found successful whereas the performance of concentric mergers was in between these two extremes i.e. failure and success.
  2. Whether the merged company yields larger net profit than before, or a higher return on total funds employed or the merged company is able to sustain the increase in earnings.
  3. The capitalisation of the merged company determines its success or failure. Similarly, dividend rate and payouts also determines its success or failure.
  4. Whether merged company is creating a larger business organisation which survives and provides a basis for growth.
  5. Comparison of the performance of the merged company with the performance of similar sized company in the same business in respect of (I) Sales, (ii) assets, (iii) net profit, (iv) earning per share and (v) market price of share.

In general, growth in profit, dividend payouts, company’s history, increase in size provides base for future growth and are also the factors which help in determining the success or failure of a merged company

  1. Fair market value is one of the valuation criteria for measuring the success of post merger company. Fair market value is understood as the value in the hands between a willing buyer and willing seller, each having reasonable knowledge of all pertinent facts and neither being under pressure or compulsion to buy or sell. Such valuation is generally made in pre merger cases.
  2. In valuing the whole enterprise, one must seek financial data of comparable companies in order to determine ratios that can be used to give an indication of the company position.
  3. Gains to shareholders have so far been measured in terms of increase or decrease in share prices of the merged company. However, share prices are influenced by many factors other than the performance results of a company. Hence, this cannot be taken in isolation as a single factor to measure the success or failure of a merged company.
  4. In some mergers there is not only increase in the size of the merged or amalgamated company in regard to capital base and market segments but also in its sources and resources which enable it to optimize its end earnings.
  5. In addition to the above factors, a more specific consideration is required to be given to factors like improved debtors realisation, reduction in non-performing assets, improvement due to economies of large scale production and application of superior management in sources and resources available relating to finance, labour and materials.

Human and Cultural Aspects

The merger is a period of great uncertainty for the employees of the merging organizations. The uncertainty relates to job security and status within the company leading to fear and hence low morale among the employees. It is natural for employees to fear the loss of their revenue or change in their status within the company after a merger since many of these employees literally invest their whole lives in their jobs. Hence the possibility of a change in their position is likely to be viewed with fear and resentment. The possibility of a change in compensation and benefits also creates a feeling of insecurity and unease. The influx of new employees into the organisation can create a sense of invasion at times and ultimately leads to resentment. Further, the general chaos which follows any merger results in disorientation amongst employees due to ill defined role and responsibilities. This further leads to frustrations resulting into poor performance and low productivity since strategic and financial advantage is generally a motive for any merger. Top executives very often fail to give attention to the human aspects of mergers by neglecting to manage the partnership in human terms. By failing to give attention to the problems faced by their employees, they fail to fully develop their companies’ collaborative advantage.

The successful merger demands that strategic planners are sensitive to the human issues of the organizations. For the purpose, following checks have to be made constantly to ensure that:

sensitive areas of the company are pinpointed and personnel in these sections carefully monitored;

  • Serious efforts are made to retain key people;
  • A replacement policy is ready to cope with inevitable personnel loss;
  • Records are kept of everyone who leaves, when, why and to where;
  • Employees are informed of what is going on, even bad news is systematically delivered. Uncertainty is more dangerous than the clear, logical presentation of unpleasant facts;
  • Training department is fully geared to provide short, medium and long term training strategy for both production and managerial staff;
  • Likely union reaction be assessed in advance;
  • Estimate cost of redundancy payments, early pensions and the like assets;
  • Comprehensive policies and procedures be maintained up for employee related issues such as office procedures, new reporting, compensation, recruitment and selection, performance, termination, disciplinary action etc.;
  • New policies to be clearly communicated to the employees specially employees at the level of managers, supervisors and line manager to be briefed about the new responsibilities of those reporting to them;
  • Family gatherings and picnics be organized for the employees and their families of merging companies during the transition period to allow them to get off their inhibitions and breed familiarity.

Accounting of External Reconstruction (Amalgamation/ Mergers/ Takeovers and Absorption)

Reconstruction is a process of the company’s reorganization, concerning legal, operational, ownership, and other structures, by revaluing assets and reassessing the liabilities. External reconstruction takes place when an existing company goes into liquidation for the express purpose of selling its assets and liabilities to a newly formed company which is generally owned and named alike.

In the case, external reconstruction the losses of an old company can’t be set off against the profit of the new company. It refers to the sale of the business of an existing company to another company formed for the purpose. In external reconstruction, one company is liquidated and another new company is formed. This reconstruction takes place when an existing company goes into liquidation for the express purpose of selling its assets and liabilities to a newly formed company which is generally owned and named alike.

It refers to the sale of the business of an existing company to another company formed for the purpose. When a company is suffering losses for the past several years and facing a financial crisis, the company can sell its business to another newly formed company.

The term “External Reconstruction” means the winding up of an existing company and registering itself into a new one after a rearrangement of its financial position. When a company is suffering losses for the past several years and facing a financial crisis, the company can sell its business to another newly formed company. Thus, there are two aspects of ‘External Reconstruction’, one, winding up of an existing company and the other, rearrangement of the company’s financial position. Actually, the new company is formed to take over the assets and liabilities of the old company. This process is called external reconstruction. In other words, external reconstruction refers to the sale of the business of an existing company to another company formed for the purposed.

Types of External Reconstruction are:

  • Mergers / Amalgamation
  • Acquisition / Takeover
  • De-merger
  • Reverse Merger
  • Application to BIFR (Board of Industrial & Financial Reconstruction)

Amalgamation/ Mergers/ Takeovers and Absorption

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Distinction between internal and external reconstructions

Reconstruction is a process of the company’s reorganization, concerning legal, operational, ownership and other structures, by revaluing assets and reassessing the liabilities. There are two methods of reconstruction which are internal reconstruction and external reconstruction. The former is the method in which the reconstruction is undertaken without winding up the company and forming a new one, while the latter, is one whereby the existing company loses its existence, and a new company is set up to take over the business of the existing company.

Internal reconstruction is a method of corporate restructuring where an arrangement is made by the company of the organization where in changes in the assets and liabilities are made to improve the financial position without liquidating the company or transferring the ownership to external party, whereas external reconstruction is the one where an existing company is liquidated and taken over by another newly formed company and the transfer of assets and liabilities takes place, and the same is considered similar to amalgamation.

Internal Methods:

  1. Authorization by Articles of Association: The company must be authorized by its articles of association to resort for capital reduction. Articles of association contains all the details regarding the internal affairs of the company and mention the clause containing manner of reduction of capital.
  2. Passing of Special Resolution: The company must pass the special resolution before resorting to capital reduction. The special resolution can be passed only if the majority of the stakeholders are assenting to the internal reconstruction. This special resolution must be get signed by the tribunal and deposited to the registrar appointed under the Companies Act, 2013.
  3. Permission of Tribunal: The company must get the due permission of the court or tribunal before starting the process of the capital reduction. The tribunal grants permission only it feels satisfied with the point that the company is going fair and there is positive consent of every stakeholder.
  4. Payment of borrowings: As per Section 66 of the Companies Act, 2013, the company has to repay all the amounts it gets deposited and also the interest due thereon before going for capital reduction.
  5. Consent of Creditors: The written consent of the creditors is required for the company which is going for capital reduction. The court requires the company to secure the interest of the dissenting creditors. The company gets the permission of the court after the court thinks fit that reduction of capital will not harm the interest of the creditors.
  6. Public Notice: The company has to make a public notice as per the directions of the tribunal stating that the company is resorting to capital reduction. Also, the company has to state the valid reasons for the same.

Methods of Internal Reconstruction

Alteration of Share Capital:

Section 61 to 64 of Companies Act, 2013 deals with alteration of share capital. It may take the form of fresh issue of new shares, conversion of fully paid shares with stock, cancellation of unissued capital, consolidation of existing shares and subdivision of existing shares.

Memorandum of Association contains capital clause of a company. A company, limited by shares, can alter this capital clause, if is permitted by:

  1. The Articles of Association of the company.
  2. If a resolution to this effect is passed by the company in the general meeting.

A company can alter share capital in any of the following ways:

A) The company may increase its capital by issuing new shares.

B) It may consolidate the whole or any part of its share capital into shares of larger amount.

C) It may convert shares into stock or vice versa.

D) It may sub-divide the whole or any part of its share capital into shares of smaller amount.

E) It may cancel those shares which have not been taken up and reduce its capital accordingly.

Variation of Shareholders right:

Section 48 of the Companies Act 2013 states that where a share capital of the company is divided into different classes of shares, the rights attached to the shares of any class may be varied with the consent in writing of the holders of not less than three-fourths of the issued shares of that class or by means of a special resolution passed at a separate meeting of the holders of the issued shares of that class.

Reduction of Share Capital:

Section 66 of the Companies Act 2013 provides that subject to confirmation by the Tribunal on an application by the company, a company limited by shares or limited by guarantee and having a share capital may, by a special resolution, reduce the share capital in any manner and in particular, may:

(a) Extinguish or reduce the liability on any of its shares in respect of the share capital not paid-up; or

(b) Either with or without extinguishing or reducing liability on any of its shares:

(i) Cancel any paid-up share capital which is lost or is unrepresented by available assets.

(ii) Pay off any paid-up share capital which is in excess of the wants of the company.

Compromise/Arrangement:

A scheme of compromise and arrangement is an agreement between a company and its members and outside liabilities when the company faces financial problems. Such an arrangement, therefore, also involves sacrifices by shareholders, or creditors and debenture holders or by all.

Surrender of Shares:

In this method, shares are divided into shares of smaller denominations and then the shareholders are made to surrender their shares to the company. These shares are then allotted to debenture holders and creditors so that their liabilities are reduced. The unutilized surrendered shares are then cancelled by transferred to Reconstruction Account.

External Reconstruction

External Reconstruction is a process in which the company’s financial affairs are wound up, and a new company is formed to take over the assets and liabilities of the existing company, after the reorganization of the financial position. It requires the approval of shareholders, creditors and National Company Law Tribunal (NCLT).

In external reconstruction, the undertaking is being continued by the company but is in substance transferred to a company which is not an external one, but another entity that comprises of almost same shareholders, to be carried on by the transferee company. The accounting treatment of external reconstruction is same as the amalgamation in the nature of the purchase.

External reconstruction involves several activities which generally include:

  • Liquidation of the existing company.
  • Issue of shares in new company to shareholders of the existing company.
  • Financial arrangement can be made for settlement of liabilities of the existing company by the new company. For example, debenture holders or creditors can be discharged by way of issue of equity or preference shares.
  • Formation of a new company to take over the business (all assets and liabilities) of the existing company at agreed values.
  • The new company may take over assets at reduced values which more accurately represent the true value.

Internal Reconstruction

External Reconstruction

Meaning Internal reconstruction refers to the method of corporate restructuring wherein existing company is not liquidated to form a new one. External reconstruction is one in which the company undergoing reconstruction is liquidated to take over the business of existing company.
New company No new company is formed. New company is formed.
Use of specific terms in Balance Sheet Balance Sheet of the company contains “And Reduced”. No specific terms are used in the Balance sheet.
Capital reduction Capital is reduced and the external liability holders waive their claims. No reduction in the capital
Approval of court Approval of court is must. No approval of court is required.
Transfer of Assets and Liabilities No such transfer takes place. Assets and liabilities of existing company are transferred to the new company.

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