Practical Aspects and Strategies of Networking & Mergers. Presented by Ashok K. Pradhan

Transcription

1 Practical Aspects and Strategies of Networking & Mergers Presented by Ashok K. Pradhan 1

2 Network of small firms 2

3 Practical Framework of Network The framework for Network is as per Guidelines issued by ICAI. Network is coming together of two or more firms to facilitate the better professional functioning of the affiliate member firms. A proprietary concern or a partnership firm can be considered as a member firm. The Network is formed by two or more Firms registered with the ICAI. The approval of name is carried out by filing of Form A. The Network is named by having the prefix Affiliates/Members of before the name of the network. 3

4 Practical Framework of Network The Network is registered by making an Application in Form B. The Application has to be signed by the Authorized Partners of all the Firms constituting the Network. Only 1 Network is permissible per Firm amongst Indian firms. The Network with a Foreign Firm is to be registered by Filing of Form D with ICAI by the Indian Firm. Only 1 Network is permissible with a foreign firm. The withdrawal from the Network by any Firm can be done by Filing Form C. 4

5 Merger by Takeover 5

6 Practical Framework of Mergers The Rules of Merger & Demerger are as notified by ICAI. A Reconstituted Partnership Deed has to be signed between all the partners of all the firms getting merged. The Merger takes place by Registration of a Merger Agreement in Form E to be submitted to ICAI. The Merger Agreement has to be Filed within 30 Days of the Reconstituted Partnership Deed. Demerger can take place only if 75% or more of the Partners agree to Demerge. The Demerger takes place by Submission of Form F. Demerger cannot take place after 5 Years of Merger. 6

7 Merger by Integration 7

8 Difference Between Networks & Mergers Network is like Live in Relationship. There are interse` set rules which are legally enforceable and binding on the firms and the partners in a network. A network generally adopts a set of code of conduct called byelaws which are incorporated into an Agreement for governing the member firms of the network. Merger is like a Marriage. It is a contract marriage. The contract terms are legally stipulated in the Reconstituted Partnership Deed. 8

9 CA Firms Analysis The scenario of the profession in India as per past ICAI survey is approximately as follows:- No. of Members - 1,17,080 No. of FCAs - 53,435 No. of ACAs - 63,645 Sr.No Particulars Numbers %age I Proprietary firms 34, II Partnership firms having 2 to 3 Partners 10, III Partnership firms having 4 to 10 Partners 2, IV Partnership firms having more than 10 Partners Total 47,

10 Conclusions from Statistical Analysis 1. The Maximum Number of CAs are Bachelors or Spinsters whose Spouses are not CAs. 2. There are Maximum Number of Mom & Pop Firms as evidenced by the large number of Small Partnership Firms. 3. The Large sized firms are few & include probably the big Multinationals also. 10

11 Strategy for Networks & Mergers In order to have an orderly and sustainable growth of the CA firms, it is desirable that the coming together of the firms begins with networking and then matures to mergers. Networking will enable the firms to develop working relationships with each other. There can be mergers without networking. 11

12 Strategy for Networks & Mergers The mergers should be effected to develop core competencies and to render professional services of a larger range spread over bigger geographical areas. A merged big entity will always be superior to a network arrangement. 12

13 Networking Practical Aspects Mission Statement : The perspective of different firms could be varying. Goal congruence between a Sole Proprietor and a Partner would be difficult. Fees Sharing : The extent of fee sharing amongst the different firms of a network would have to be based on some rational and logical considerations. This may not work when the matter is on pure referral basis. Command Structure : There can be only one Captain. Any organisation structure has to be headed by one leader. The work emanating from one firm done by the local network firm can bring vastly different results due to management capabilities. CVK & Associates 13

14 Networking Practical Aspects Expense Budget : The expense control is the key to surplus arising out of any assignment. Partner Stability : The partners in a network firm have to be stable. The frequent change of partners can cause loss of client confidence. Long Term Benefits : The Network has to be of a long term duration. Only then recurring work will result. Immovable Properties : The immoveable properties of the network firm have to be registered in the names of the network partners. The names and the extent of share of each firm is a ticklish issue. CVK & Associates 14

15 Merger Practical Aspects Organisational Philosophy: The Merger results in one firm. The constituent partnership firms get dissolved into one body which is represented by the reconstituted partnership deed. Profit Sharing: The role of each partner is determined by the seniority and the professional experience. The corresponding profit sharing ratio is accordingly determined. Decision making Authority: The main partners of the erstwhile merging firms were having decision making authority in their respective firms. The authority for making decisions will now be generally given to a Managing Partner or to a Committee of Partners. CVK & Associates 15

16 Merger Practical Aspects Limits on Partner Spending: The expense budgets of the different partners will vary according to the nature of assignments handled. However there will be a limit put on the spending by each partner. Partner Security: The merged firm being a larger firm, there could be insecurity amongst the partners as to their duration as partners. Partners Retirement & Succession: Generally there is no super annuation age in respect of family firms and sole proprietary concerns. Post merger retirement age will have to be fixed. CA sons succession issues will have to be tactfully handled. Office Premises: The existing office premises would be in the name of the partners of the pre-merger firms. These are required to be transferred in the name of the new firm. The issue of acquiring new office premises and the names of the partners for this purpose is a difficult issue to sort out. 16

17 Delegate wise network areas PRACTICE AREA 1. Income-tax 2. Sales Tax 3. Service Tax 4. Excise 5. Conveyancing 6. Stamp Duty 7. Custom Duty REQUIREMENT FOR NETWORK 1. Yes / No 2. Yes / No 3. Yes / No 4. Yes / No 5. Yes / No 6. Yes / No 7. Yes / No 17

18 Delegate wise network areas PRACTICE AREA 8. Due Diligence 9. Information System Audit 10.Tribunal Representation 11. REQUIREMENT FOR NETWORK 8. Yes / No 9. Yes / No 10. Yes / No 11. Yes / No Yes / No 18

19 Practical Aspects and Strategies of Networking & Mergers THANK YOU Any Questions????? 19