Professional Documents
Culture Documents
ON
“ISSUES FACED BY EMPLOYEES DURING MERGER
AND ACQUISTION IN KOTAK MAHINDRA BANK AND
ING VYSYA”
Submitted in partial fulfillment of the requirement of
Master Of Commerce
(2020-2022)
Submitted to:
1
ACKNOWLEDGEMENT
The purpose of compilation of the subject for a project report always involves
creation of huge debt towards innumerable people whose contribution is
worth mentioning.
I hereby put my sincere thanks to one and all. Also, I am thankful to my
college guide, Dr. Manpreet Kaur for her guidance and invaluable
encouragement. She motivated me and was available whenever the assistance
was needed.
Lastly, I would like to thank “MCM DAV COLLEGE FOR WOMEN” for
giving me an opportunity to work with such esteemed organization.
They have all been a constant guiding force throughout the course of this
project and without their immense support and cooperation this report would
not have been a success.
PRERNA MAHAJAN
M.COM- II SEMESTER
5362
2
DECLARATION
Prerna Mahajan
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Content
S.NO PARTICULARS PAGE
NO.
1 Introduction
• Indian banking
• Bank profile 5-18
• Reasons and Benefits of bank merger
• The deal- Kotak Mahindra Bank and
Ing vysya
2 Literature review 19-20
3 Research methodology
• Objectives
• Sampling procedure 21-22
• Source of data
• Limitations of study
4 Data analysis and Interpretation 23-26
6 Recommendations 28
8 References 30
9 Annexure 31-32
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Introduction
Indian Banking
The banking industry is the backbone of any monetized economy. The stage
of development of this industry is a good reflection of the development of the
economy. The banking industry in India is governed by Banking Regulation
Act of India, 1949. Since 1949, this sector has undergone phenomenal reforms
due to the efforts and the vision of the policymakers. The first phase of reform
began with nationalization if the 14 banks in 1969. At this stage, priority
sectors were identified and banking support was given to them. The second
phase was the nationalization of 6 more banks in 1980. However, what can
be considered as a breakthrough in banking services was the entry to private
sector banks which was initiated in 1993. Eight new banks entered the market
at this stage with state of art technology and a brought with them a new wave
of professionalism. It was at this time that India was introduced to the concept
of Debit and Credit cards, e-transfer of funds, ATM ‘s.
Post-liberalization, the banking industry in India has grown at a fast pace.
Increased economic activity coupled with de-regulation has further
strengthened the position of Indian banks. By the end of March 2006, the total
deposits held by the scheduled commercial banks stood at INR 21 lakh crores,
a growth of 15.8 percent over 2005 and a compound annual growth rate
(CAGR) of 14.9 percent since 2001-02. The total loans and advances offered
by commercial banks grew by 36 percent between March 2005 and March
2006 to reach INR 15 lakh crores, recording a CAGR of 23.6 percent since
2001-02. By the end of fiscal year 2005-06, there were 26 public sector banks
(including seven associates of the State Bank of India), 29 private sector banks
(21 old and 8 new private banks) and 30 foreign banks as Scheduled
Commercial Banks (SCBs) in India.
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MERGER AND ACQUISITON- in Indian Banking
The phrase mergers and acquisitions refers to the aspect of corporate strategy,
corporate finance and management dealing with the buying, selling and
combining of different companies that can aid, finance, or help a growing
company in a given industry grow rapidly without having to create another
business entity.
M&A is a general term that describes the consolidation of companies or assets
through various types of financial transactions, including mergers,
acquisitions, consolidations, tender offers, purchase of assets, and
management acquisitions.
When one company takes over another and establishes itself as the new owner,
the purchase is called an acquisition.
On the other hand, a merger describes two firms, of approximately the same
size, that join forces to move forward as a single new entity, rather than remain
separately owned and operated. Mergers and Acquisitions are not an unknown
phenomenon in Indian Banking.
In fact, the predecessor of State Bank of India, the Imperial Bank of India was
born out of consolidation of three Presidency Banks way back in 1920. In fact,
there were several cases of bank failures, mergers and acquisitions which were
reported in pre-independence period dating back to even early 19th Century.
Proper regulation and control of banks and intervention by the regulator in the
event of a crisis came into being with the passing of Banking Regulation Act
in 1949. However, forced merger and amalgamation as a tool to provide relief
to ailing banks besides protecting public and depositor confidence in banking
system came into being only in 1960 when Section 45 inserted in BR Act.
Panic created by the Nath Bank in the fifties and Laxmi bank and Palai Central
bank in 1960 had prompted this legislative move.
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BANK PROFILE
Kotak Mahindra Bank is the fourth largest Indian private sector bank by
market capitalization, headquartered in Mumbai, Maharashtra. The Bank’s
registered office (headquarter) is located at 27BKC, Bandra Kurla Complex,
Bandra East, Mumbai, Maharashtra, India. In February 2003, Kotak Mahindra
Finance Ltd, the group's flagship company was given the license to carry on
banking business by the Reserve Bank of India (RBI). Kotak Mahindra
Finance Ltd. is the first company in the Indian banking history to convert to a
bank. As on June 30, 2014, Kotak Mahindra Bank has over 600 branches and
over 1,100 ATMs spread across 354 locations in the country. Kotak Mahindra
group, established in 1985 by Uday Kotak, is one of India’s leading financial
services conglomerates. In February 2003, Kotak Mahindra Finance Ltd.
(KMFL), the Group’s flagship company, received a banking license from the
Reserve Bank of India (RBI). With this, KMFL became the first non-banking
finance company in India to be converted into a bank – Kotak Mahindra Bank
Limited (KMBL).
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ING VYSYA BANK
8
List of mergers in Indian Banking
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REASONS FOR BANK MERGER
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BENEFITS OF MERGER AND ACQUISITION
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Merger of ING Vysya Bank with Kotak Mahindra Bank
To speed up growth there are two routes that is organic and inorganic, the
KMB has chosen the inorganic route that is merger. This merger is the biggest
private sector bank merger in India, the USD 2.5 billion (around Rs.15,475
crore) all stock deal (scheme of merger) between both banks which is based
on merit, fair ratio in the interest of all the stakeholders of the both bank and
the combined Bank. Hence this is a merger which is mutually beneficial. The
separate extraordinary general meeting of KMB and ING Vysya Bank held on
same day that is January 7, 2015 to approve the scheme of Merger between
both the Bank. In case of KMB, the scheme has been approved by 99.30
percent in number representing 99.93 percent in value of the shareholders
present in EGM and in case of ING Vysya Bank 89.04% of the shareholders
present representing 96.89% in value in the EGM approved its merger into
Kotak Mahindra.
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THE DEAL
Kotak Bank Buys ING Vysya in Record $2.4 Billion Share Deal Kotak
Mahindra Bank has agreed to buy ING Vysya in an all-share deal valuing its
smaller rival at $2.4 billion, bulking up as analysts predict the start of long-
awaited consolidation in a crowded banking sector. Dutch lender ING Group
NV owns roughly a 43 per cent stake in ING Vysya. It will be the second-
largest shareholder in Kotak Mahindra after the deal -the largest in the Indian
banking sector to date -with a holding of about 7 per cent. India has 40
publicly traded banks, 24 of them majority owned by the government. The
state banks account for over 70 per cent of a total of $1 trillion advances in
India, leaving dozens of small lenders in their wake with tiny market shares.
Analysts expect the sector to begin coalescing around a few major players
after the country's central bank in April granted licenses to set up two new
banks. Deals, though, have been rare in a banking industry hampered by
restrictive regulation, reluctant investors and strong unions. Thursday’s deal,
subject to regulatory approvals, is the first major bank takeover since top
privately held lender ICICI Bank bought Bank of Rajasthan four years ago.
"Most private sector banks do not really have coverage across India and are
regional players at best," Aman Bhargava, director of financial services
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advisory at Grant Thornton India LLP, said. "Consolidation, especially
amongst the private sector players, is probably the quickest and most efficient
way forward to attain the size and geographical coverage to compete for retail
customers in a growing India." The share exchange ratio indicates a price of
Rs 790 rupees for each ING Vysya share based on the average closing price
of Kotak shares during the month to Wednesday, valuing the deal at $2.4
billion, according to Reuters calculations. That compares to ING Vysya's
closing price of 816.95 rupees on Thursday. The combined banking entity will
have 1,214 branches with a widespread network across the country, the two
banks said in a statement. The merged bank will also leverage ING's network
to tap international business. Kotak Mahindra's bolstered balance sheet and
expanded branch network assuming the deal completes will also put it in a
better position to tap a pickup in demand for credit from Indian corporates and
individuals in the near future, analysts said.
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POST MERGER EFFECTS
Kotak Mahindra, ING Vysya Bank shares surge on merger report Kotak
Mahindra Bank rises as much as 7.6% to Rs1,160.05, while ING Vysya Bank
climbs 7% to Rs812.85 Shares of Kotak Mahindra Bank Ltd and ING Vysya
Bank Ltd surged in morning trade on Thursday after a news report said Kotak
is in final stages of acquiring ING Vysysa. Kotak Mahindra Bank rose as
much as 7.6% to Rs.1,160.05, while ING Vysya Bank climbed 7% to
Rs.812.85.
Acquiring ING Vysya Bank may strategically fill many gaps for Kotak
Mahindra Bank, Reuters said quoting Nomura report. Both banks have low
geographical overlap, similar liability mix and the merger will provide Kotak
with an SME (small and medium enterprises) banking platform, the report
said. Potential acquisition will also help Kotak comply with the Reserve Bank
of India’s (RBI’s) deadline on reducing promoter stake, it added. Earlier, ET
Now business news channel reported that Kotak is close to acquiring ING
Vysya bank and deal is valued at Rs.16,500 crore.
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The Human aspect of Merger & Acquisition Process
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Commonly faced issues by Employees During Mergers and Acquisition
There are multiple issues and questions that may linger in employees mind
during merger period. They could be around:
• Management/Leadership movement and stability: Employees may have
apprehensions if their leadership will move along with them or will the
management stick to the new organization and they will also want to know if
there are any changes to the hierarchy.
• Job Security: One of the biggest fears in the minds of the employees being
acquired is their job security. During the initial phase, there is no clarity on
the organizational structure, roles and profile.
• Compensation & Benefits: Employees may have questions on whether their
salary structure will remain the same. They may also expect sweeteners in lieu
of the new acquisition or brand loss.
• Organizational Culture and Best Practices: There could be uncertainty in
the minds of employees with respect to the new organization’s work culture
and continuity of the best practices like work flexibility, accommodating
employees’ preferences, employee engagement, retention, focus on employee
safety security health etc.
• What’s in it for me? A very common question that gets triggered in
employees’ mind is around his/her benefit out of the entire transformation.
Will the change bring growth and development for employees or will it be
centered around profitability? Will there be opportunities for promotion or
will it lead to role/profile dilution?
• Managing Client reaction: Employees may have apprehensions around
client’s reaction to the organization decision on merger and acquisition, as this
would be as new a change for Client as it is for internal employees.
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Key challenges HR faces during mergers and acquisition
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LITERATURE REVIEW
Franz, H. Khan (2007) Merger of two weaker banks or merger of one healthy
Bank with one weak bank can be treated as the faster and less costly way to
improve profitability then spurring internal growth.
Anand Manoj & Singh Jagandeep (2008) studied the impact of merger
announcements of five banks in the Indian Banking Sector these mergers were
the Times Bank merged with the HDFC Bank, the Bank of Madurai with the
ICICI Bank, the ICICI Ltd with the ICICI Bank, the Global Trust Bank
merged with the Oriental Bank of commerce and the Bank of Punjab merged
with the centurion Bank.
Sinha Pankaj & Gupta Sushant (2011) studied a pre and post analysis of
firms and concluded that it had positive effect as their profitability, in most of
the cases deteriorated liquidity. After the period of few years of Merger and
Acquisitions(M&As) it came to the point that companies may have been able
to leverage the synergies arising out of the merger and Acquisition that have
not been able to manage their liquidity. Study showed the comparison of pre
and post analysis of the firms. It also indicated the positive effects on the basis
of some financial parameter like Earnings before Interest and Tax (EBIT),
Return on shareholder funds, Profit margin, Interest Coverage, Current Ratio
and Cost Efficiency etc.
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Goyal K.A. & Joshi Vijay (2011) in their paper, gave an overview on Indian
banking industry and highlighted the changes occurred in the banking sector
after post liberalization and defined the Merger and Acquisitions as per AS-
14. The need of Merger and Acquisition in India has been examined under
this study. It also gave the idea of changes that occurred after M&As in the
banking sector in terms of financial, human resource & legal aspects.
Sinha Pankaj & Gupta Sushant (2011), studied a pre and post analysis of
firms and concluded that it had positive effect as their profitability, in most of
the cases deteriorated liquidity. Study showed the comparison of pre and post
analysis of the firms.
Dr. Smita Meena, Dr. Pushpender Kumar (2014) in their paper “mergers
and acquisitions prospects: Indian banks study” analyzed that even after ten
years of merger, the firms couldn’t improve their performance.
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RESEARCH METHODOLOGY
Sampling procedure
A sample of 30 respondents (employees of merged bank) was selected for the
study and simple random sampling technique for the collection of data from
the respondents is used.
Source of data
The theory was developed on the basis of secondary data obtained from
secondary sources like books, journals, magazines and internet.
a) Primary Data: Primary data was collected from the respondents with the
help of research tool questionnaire. Survey method was used for collecting
primary data. Online mode was used for collecting primary data.
b) Secondary Data: Secondary data refers to the data collected by someone
else and used by researcher for the problem in hand. The present study made
use of secondary data to have an in-depth understanding of the concept of
digital marketing communication. Secondary literature including journals,
books, internet, newspapers and magazines.
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Limitations of the study
The following are the limitations of the study:
• The study ignores the impact of possible differences in the accounting
methods adopted by different companies.
• The factors which effect the M & A performance may not be same for all
companies.
• The cost of acquisition for mergers is not considered in the methodology.
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DATA ANALYSIS AND INTERPRETATION
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Q.3: Are you aware about merger and acquisition in baking sector?
Q.4: Did the employees of merged or acquired bank face any problem?
Interpretation: 90% of the employees said that they face problems while
10% of them are neutral as they do not face any problem while mergers.
Usually, the employees from the bank that's getting merged need to work hard
to keep their positions or earn new ones particularly in the face of
consolidation of multiple processes and roles as well as locations.
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Q.5: Do the employees of merged bank feel any sort of additional pressure on
them?
Q.6: Is there any difference in working of the bank pre- and post-Merger &
Acquisition?
Interpretation: Above data shows that 97% believes that there’s a difference
between the working of the bank pre- and post-merger and rest 3% do not
believe in this. Many researches shows that the banking industry performance
is significantly better after the merger than before the merger. In the case of
Kotak and ING, the performance of the respective bank only got better.
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Q.7: Do you think Merger and Acquisition is beneficial for Banking sector in
India?
Interpretation: 33% of the people believe that the bank has improved its
performance post-merger, on the other hand 67% of the says that the bank
needs to improve in all the aspects. There is a significant degree of
risk involved, as mergers and acquisitions transactions overall are estimated
to only have less than a 30% chance of success.
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Findings and Conclusion
27
Recommendations
5. The strong banks should be merged with strong banks to compete with
foreign banks and to enter in the global financial market.
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Questions & Answers
29
References:
1. Anand Manoj & Singh Jagandeep (2008), “Impact of Merger Announcements on
Shareholder‘sWealth Evidence from Indian Private Sector Banks”, Vikalpa, Volume 33,
No 1 January - March Retrieved from
2. Goyal K.A., Joshi Vishal (2012) Merger in banking Industry of India: Some Emerging
Issues” Asian Journal of Business and management Sciences. Vol. I No.2. pp. 157-16
3. Goyal K.A. & Joshi Vijay (2012) “Merger and Acquisition in Indian Banking Industry: A
case study of ICICI Bank Ltd.” International Journal of Research in Management, issue 2,
vol. 2, March 2012, pp. 30-4
4. http://cci.gov.in/images/media/ResearchReports/RuchiInterns040711.pdf
5. Http://Papers.Ssrn.Com/Sol3/Papers.Cfm?Abstract_Id=977119&Rec=1&Srcabs=163507
6. http://shodhganga.inflibnet.ac.in/bitstream/10603/12642/7/07_chapter%203.pdf
7. http://shodhganga.inflibnet.ac.in/bitstream/10603/1949/5/05_chapter%202.pdf
8. http://profit.ndtv.com/news/corporates/article-kotak-bank-buys-ing-vysya-in-record-24-
billion-share-deal-700549
9. http://www.livemint.com/Companies/HE7XMLoXfryeBZ0xQZMjjP/Kotak-Mahindra-
Bank-gets-RBI-approval-for-general-insurance.html
10. http://businesstoday.intoday.in/story/kotak-mahindra-bank-buys-ing-vysya-more-
takeovers-in-offing/1/212884.html https://www.peoplematters.in/article/strategic-hr/7-
key-issues-employees-face-during-m-and-a-i-4947
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ANNEXURE
“A study on mergers and acquisitions in Indian Banking sector”
Part-A
Name __________________
Age:
• 20-30
• 30-40
• 40 and above
Sex:
• Male
• Female
• Others
Education qualification:
• Graduation
• Post-graduation
• Others
Part-B
Q.1 Are you aware about merger and acquisition in baking sector?
• Yes
• No
Q.2 Do you know the motive behind Merger & Acquisition?
• Yes
• No
Q.3 Did the employees of merged or acquired bank face any problem?
• Yes
• No
• Other___________________
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Q.6 Did the facilities provided to the customers become better after merger?
• Yes
• No
• To some extent
Q.7 Do the customers of merged bank faced any problem after merger?
• Yes
• No
• Other __________________
Q.8 Do you think Merger and Acquisition is beneficial for Banking sector in India?
• Yes
• No
• Maybe
Q.9 Did the merged bank’s senior position employee get affected after M&A process?
• Yes
• No
Q.10 Is there any difference in working of the bank pre and post-Merger & Acquisition?
• Yes
• No
• Maybe
Q.11 Do you think Merger & Acquisition have any impact in the foreign Market?
• Yes
• No
• Maybe
Q.12 What do you think M&A curbing a competition in banking sector?
• Yes
• No
Q.13 Did the merger and acquisition impact on the performance of merged bank?
• Yes
• No
Q.14 On the basis of performance, what is the overall impact of Merger & Acquisition on
the merged bank?
• Improved performance
• Need Improvements
• No Difference found
• others
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