The Purpose of Life Is a Life of Purpose Essay Example for Free

The Purpose of Life Is a Life of Purpose Essay Throughout my life, I have persevered through much pain and misfortune; however, instead of using my experiences as reasons for a life of retribution and reparations, I used these tragedies as motivation to making other people’s lives better. Growing up I witnessed my grandmother assist anybody she saw struggling or needed help. During the 17 years she was a part of my life, I watched her nurse back to health approximately 300 foster children, because nobody else wanted the burden. Despite the odds against her, she went over and beyond to assure that these youth’s necessities were met. Growing up in this environment I constantly witnessed the joy in these kid’s hearts just to experience that feeling of love and support, despite being born in a world that told them they were worthless. I found it nearly impossible not to emulate my grandmother’s mindset and lifelong purpose. In spite of all my adversities, I knew I could overcome any and everything by focusing on improving the lives of others. This in turn brought me back to the abovementioned quote by author Robert Byrne which has intrigued me since I first read it many years ago. Overall I have found throughout my life that there are at least nine vital reasons for leading a life of purpose, which are: maturity, tranquility, buoyancy, confidence. Initially I believe the ultimate gift of leaving a purposeful life is overall maturity. Great American film director John McNaughton â€Å"Maturity begins to grow when you can sense your concern for others outweighing your concern for yourself. † Overall this is how I live my life. Oftentimes, there have been days where I’ve wanted to sleep all day instead of getting up going to class or even on the weekends, but every day I ask myself â€Å"if I don’t do it, who else will? † through all my pain and hard luck I’ve realized that its unnecessary to dwell on events beyond my control. So instead I use my pain as motivation to fuel my love and support for others. One of the greatest benefits of having a mature mind is peace and tranquility. Many times people overlook the joy of being peaceful, they overlook the nights full of uninterrupted sleep, the days of no emergency phone calls, or even the simple joy of having money in the bank with no bills. Tranquility can make a great difference in one’s life. Unfortunately tranquility can be the difference between suicide and being born again. The peace we develop from simple acts of kindness is beyond imagination. No words can express the joy and peace we feel when I realize I’ve helped somebody achieve something in life, when the world told them they were worthless. No words can express the peace I feel when I support someone who didn’t have the will to support themselves. In addition to being peaceful, living a life of purpose will guide many to overcome stereotypes and failures which otherwise would halt dreams. Having a sense of buoyancy is essential to anyone trying aspiring to achieve great things in life. A lot of times in my daily life, there will come times when initial plans or goals are sidetracked by a situation or event. This is where I rely on buoyancy to persevere through this lost and through this failure even though I didn’t accomplish what we wanted, when I wanted. Instead of pondering on the â€Å"what ifs†, I stay optimistic and work harder to get the job done the next time. Furthermore, when I made the decision to dedicate my life to a life of purpose, I also chose to live a life of resilience, tenacity, and unmatched and unscathed confidence. When you have experienced what I’ve experienced and survived what I’ve survived, you create an internal persona that specifically says â€Å"if I can overcome this, nothing short of God can stop me†. Many may take this as a sign of arrogance, but I have always felt that there’s an eventual reason for why I’ve suffered through all the blood, sweat and tears. When you’ve overcome situations that the healthiest, smartest or even the slyest couldn’t survive, then you really have no choice but to possess that feeling of unparalleled confidence. Finally throughout my brief but experienced life, I’ve come to realize that, every situation we go through leaves with a choice. On one hand we have the choice of using outcomes to broaden ourselves and the world around us. We can use these outcomes to the benefit of ourselves through personal growth and development and, we can also use these outcomes to the benefit of others through service, support and sacrifice. On the other hand we have the choice of using the situational outcomes as a reason to blame others, as a reason to be depressed and as a reason to give up on life. Ultimately I chose the better option. I chose to use my negativity and let it motivate me to working harder, focusing deeper, being optimistic regardless of what else happens. In the end this leads to a life of bliss, peace and maturity, and it’s a lot less painful or time consuming. What else could be a better purpose in life than leading a life with a purpose?

Kant and the Categorical Imperative Essay Example for Free

Kant and the Categorical Imperative Essay The possibility of the existence of right and wrong has been a subject of discussion among philosophers for centuries and many theories have been presented to answer the question of whether morals exist. Immanuel Kant (1724-1804), the great German philosopher is one who has contributed profoundly to the world of philosophy and especially in regards to his thought on the subject of morality. Kant disagreed with Hume that morality is objective and not subjective. Kant wanted to propose a pure moral philosophy, one of absolute necessity and independent of all human feelings, because if it not so, it will not be absolute and binding upon every person. The purpose of morality is to affect our behaviour and that it is reason that makes humans moral and not feelings or preferences. We shall explore some of the a priori foundations of morality paying special attention to Kants categorical imperative and what exactly this was designed to solve in moral theory. To have moral worth, an act must be done in the name of ones duty, the moral worth of this act is taken from the principle from which its determined, not from what it aims to accomplish and that duty is necessary when one is acting out of respect for the law. A shopkeeper giving the buyer the right amount of change because the law states one must not steal, this is an example of a legal action because rules are being followed but for the wrong reasons. A shopkeeper returning the correct amount of change because it belongs to the customer is an example of a moral action because the action is being done for the right reasons. Kant adopts the view of morality as an unconditional ought, as opposed to a conditional ought By this he means that one should perform an act without considerations of the merits that that act may produce, in comparison with acting in order for something else to happen. This implies that acts that are moral are those that are done without being done for the sake of the merit or reward that they may bring to the person. Kant claimed that moral behaviour does not guarantee the attainment of happiness; rather that good will is crucial for actually deserving happiness. Nothing in the worldindeed nothing even beyond the worldcan possibly be conceived which could be called good without qualification except a good will (Kant 1964 p. 27). By the good will Kant means that a good will is not good because what it performs or what it effects but that it is simply good in itself. The good will is the will which acts out of respect for the moral law and from freedom, but actions such as these, if motivated by selfish or emotional factors, will then have no moral worth. There is a great deal of stress placed on the intention behind the act, consider giving money to charity for the sake of helping out, without any need for any ego gratification or such self-serving purposes, this is an instance of good will. Kants most well known contribution to ethical discussion is the categorical imperative. There are three key propositions that form the basis of Kants ethics. They are: act only on that maxim (principle) through which you can at the same time will that it should become a universal law, act in a way that you never treat humanity as a means to an end and that you act as if you were a lawmaker member of a kingdom of ends. These three principles form the categorical imperative. For Kant the source of moral justification is the categorical imperative. It presents a method to determine whether or not an act may be considered to be morally correct. An imperative is either categorical or hypothetical. Kant writes, If now the action is good only as a means to something else, then the imperative is hypothetical; if it is conceived as good in itself and consequently as being necessarily the principle of a will which of itself conforms to reason, then it is categorical . . . . (Kant 1989 p. 31) As humans we all have subjective impulses desires and inclinations that may contradict the dictates of reason. These desires, whether they are material objects or gratify us in a sexual or psychological way, may in fact contradict the dictates of reason. Therefore we experience the claim of reason as an imperative, a command to act in a particular way. Kant views a person to be most free when they can overcome their temptations and it is this freedom that helps us make sense of morality. The categorical imperative emphasises the means for completing an action and places little meaning on the end result of an action, whereas the hypothetical imperative places much emphasis on the end result of an action. It is an imperative because it dictates what we should do, disregarding our desires. As rational beings we are guided through life by laws and principles, in the form of an imperative which simply orders us you must do this regardless of any desires which we may have. Hypothetical imperatives apply to us if we have a particular desire, go to university if you want to become a philosopher. An act becomes imperative when it ought to be applied to everyone, hence the basic statement of the categorical imperative being to act only on maxims that you could will to become universal laws of human nature (Kant). A categorical imperative would command you to do X inasmuch as X is intrinsically right, that is, right in and of itself, aside from any other considerationsno ifs, no conditions, no strings attached . . . a categorical imperative is unconditional (no ifs) and independent of any things, circumstances, goals, or desires. It is for this reason that only a categorical imperative can be a universal and binding law, that is, a moral law, valid for all rational beings at all times. (Miller 1984 p. 462) Immorality then would be to make exceptions for ourselves by acting only on maxims that we cannot universalize out of our own will. It is those who act in such a way and then expect others to act different to our way, who are immoral. The categorical imperative acts as a formula for universal law; by stating the prerequisites that an act must have to be considered moral, it presents a comparison for people to be able to see if they are acting morally, this being to act only on principles that you could will to become universal laws by which all who wish to act morally must comply with. It determines whether any act is right or wrong, so to do the opposite would be contradictory and this would then be an act that is not morally correct. An example that Kant puts forward in Good Will, Duty, and the Categorical Imperative, (1989) to depict this is of a man who is in extreme despair and contemplating suicide. By taking his own life he would be universalizing the principle that in order to love himself he should end his life (by doing this he is trying to improve his life by ending the despair he is feeling). Killing himself would in fact do nothing to improve his life because he would have no life at all! So you see how these contradictory acts undermine those that may be classified as morally right. Although Kants categorical imperative has been widely read and accepted by some it has had criticism. Some philosophers have thought of it as absolutist, being too black and white. But when thinking of humanity and society in which we reside, looking at morality according to the categorical imperative allows a standard rule for everyone to follow. If it was alright for some people to steal and not others this we could not call a moral and fair society. There needs to be a rule or comparison so that what acts are right and what are wrong may be differentiated from each other and the wrong acts then dealt with accordingly. Some have asked how only an action which one had no desire to do could ever have any moral worth. This to me does not seem to be what is trying to be expressed in Kantian ethics. It is not the desire per se that makes an act immoral, I think it seems that it is more the fact of this desire being the reason the act is conducted in the first place. If the act is done to fulfil a personal desire or attain that which one desires, then the act is immoral, but if the act is done for the good of the act in itself, for example donating money to an orphanage because one desires to help, then this is still what Kant would regard as a morally right act. Although Kantianism has had a profound effect on some people, producing many elaborations, translations and thought, for some it is not feasible once placed together as a whole. Kant had some very profound ideas but looking at society tody I would think he was definitely on the right thought pattern. Society and we as humans, with our impulses whether good or bad, need a clarified ethics to follow to help us separate what may be considered right and wrong in a moral sense, and it must be fair and the same for everyone, this is what Kants categorical imperative has done by creating a universal law or rule of thumb for morality. References: Kant, I. 1989 Good Will, Duty, and the Categorical Imperative. ed. Serafini, A. Ethics and Social Concern, the categorical imperative. New York: Paragon House Publishers Kant, I. 1964 Groundwork and the Metaphysics of Morals, ed. Herbert J. Paton, New York: HarperCollins. Miller, Ed. L. 1984 Questions that Matter: An Invitation to Philosophy, 3rd ed. Colorado: McGraw-Hill, Inc. http://sguthrie. net/kant. htm (accessed on 12/10/04).

The Significance of Mergers and Acquisition in India

The Significance of Mergers and Acquisition in India The term mergers and acquisition refers to the facet of corporate finance, strategy and management dealing with buying and selling or amalgamating different companies that can help in financial aid or help in increasing the market share and growth without creating another business entity. Important terms used in the world of mergers acquisition, their brief explanation: Merger: is defined as the combination of two or more companies into a single company where one survives and the other loses its corporate existence. The survivor acquires the assets as well as liabilities of the merged company or companies. Amalgamation: Halsburys Laws of England describe amalgamation as a blending of two or more existing undertakings onto one undertaking, the shareholders of each blending company becoming substantially the share holders in the company which is to carry on the blended undertaking. Section 2 (a) of Income Tax Act defines: Amalgamation in relation to companies means the merger of two or more companies to form one company in such a manner that: All the properties of the amalgamating company or companies just before the amalgamated company by virtue of amalgamation become the properties of amalgamation. All the liabilities of the amalgamating company or companies just before the amalgamation become the liabilities of the amalgamation; become the liabilities of the amalgamated company by virtue of amalgamation. Shareholders holding not less than three-fourth in value of shares in the amalgamating company or companies becomes the shareholders of the amalgamated company by virtue of amalgamation. Consolidation: is the fusion of two existing companies into a new company in which both the existing companies extinguish. The small difference between consolidation and merger is that in merger one of the two or more merging companies retains its identity while in consolidation all the consolidating companies extinguish and an entirely new company is born. Acquisitions/Takeovers: This refers to purchase of majority stake (controlling interest) in the share capital of an existing company by another company. It may be noted that in the case of takeover although there is change in management, both the companies retain their separate legal identity. Leveraged Buyouts: It means any takeover which is routed through a high degree of borrowings. In simple words a takeover with the help of debt. Management Buyouts: It refers to the purchase of the corporation part or whole of shareholding of the controlling / dominant group of shareholders by the existing mangers of the company. Sell Off: General Term for divestiture of part or whole of the firm by any one or number of means: i.e. sale, spin off, split up etc. Spin Off: A transaction in which a company distributes all the shares it owns in a subsidiary to its own shareholders on pro-rata basis then creates a new company with the same proportional shareholding pattern as in the parent company. Split Off: A transaction in which some, but not all, shareholders of the parent company receive shares in a subsidiary, for relinquishing their parent company shares. Split Up: A transaction in which a company spins off, all of its subsidiaries to it shareholders and ceases to exist. Equity Carve Out: A transaction in which a parent company offers some common stock of one of its subsidiaries to the general public, so as to bring in a cash infusion to the parent company without losing the control. TYPES OF MERGERS AND ACQUISITIONS Mergers can be classified into three categories: On the basis of movement in the industries Horizontal Mergers These involves merger of two firms operating and competing in the same line of business activity. It is performed with a view to form a larger firm, which may have economies of scale in production by eliminating duplication of competitions, increase in market segments and exercise of better control over the market. It also helps firms in industries like pharmaceuticals, automobiles where huge amount is spent on RD to achieve a critical mass and reduce unit development costs. Example: India cements acquiring Raasi Cement. Vertical Mergers These take place between two or more firms engaged in different stages of production. The main reason for vertical merger is to ensure ready take off of the materials, gain control over scarce raw materials, gain control over product specifications, increase in profitability by eliminating the margins of the previous supplier/ distributor and in some cases to avoid sales tax. Example: Tea Estate Ltd merging with Brooke Bond Ltd. Conglomerate Mergers Conglomerate merger refers to the merger of two or more firms engaged in unrelated line of business activity. Example: GNFC acquiring Gujarat Scooters. Two important characteristics of conglomerate mergers are: A conglomerate firm controls a range of activities in various industries that require different skills in the specific managerial functions of research, applied engineering, production and marketing. The diversification is achieved mainly by external acquisitions and mergers and not by internal development. Consolidation Mergers This involves a merger of a subsidiary company with parent company. The reasons behind such mergers are to stabilize cash flows and to make funds available for the subsidiary. In consolidation mergers, economic gains are not readily apparent as merging firms are under the same management. Still, Flow of funds between parent and the subsidiary is obstructed by other consideration of laws such as taxation laws, Companies Act etc. Therefore, consolidation can make it easier for to infuse funds for revival of subsidiaries. One the basis of method or approach Leveraged buyouts Management buyouts Takeover by workers On the basis of response/relation Friendly Takeovers Hostile Takeovers Acquisition is buying of Target Company by another. It may be friendly or aggressive. In friendly acquisitions the companies cooperate and negotiate with each other whereas in aggressive the target company is not willing to be sold but it is with no prior knowledge. The word acquisition is used when a large company overtakes small but when the small overtakes large it is called reverse takeover or merger. MERGER MOTIVES The merger motives are as follows: Growth Advantage / Combination Benefits: The companies would always like to grow and best way to grow without much loss of time and resources is too inorganically by acquisition and mergers. Example: Merger of SCICI with ICICI ITC Classic with ICICI Acquisition of Raasi cement by India cement Dharani Cement and Digvijay cement by Grasim Modi cement by Gujarat Ambuja. Diversification: The companies could diversify into different product lines by acquiring companies with diverse products. The purpose is to diversify business risk by avoiding putting all eggs into one basket. Example: All Multi-product companies Synergy: When the companies combine their operations and realize results greater in value than mere additions of their assets, the synergy is said to have been resulted. Example: Merger of Ranbaxy and Crossland Laboratories. Market Dominance / Market Share/ Beat Competition: The predominant market share or market dominance has always driven the executives to look for acquiring competitive companies and create a huge market empire. Example: Acquisition of Tomco by Hindustan Lever Computer Associates International Acquired around twenty software companies. Consolidation in cement industry Nicholas Piramal Ltd. has merged into itself. Technological Considerations: It refers to enhancing production capacities to derive economies of scale. Example: Acquisition of Corus by Tata. Taxation Benefits / Revival Of Sick Units: Section 72 A provides for revival of sick units by allowing accumulated losses of the sick unit to be absorbed by the healthy units subject to compliances to the conditions of the provisions. Acquiring Platform: When a company would like to expand beyond geographical limits and acquire platform in the new place the best way would be to acquire the companies. Example: Acquisition of Parle by Coke. METHODOLOGY ANALYSIS Objective: To inspect and analyze the trends and progress of MA in Indian market and corporation. To analyze year-wise trends with the variance. Hypotheses: With the above objective in mind certain hypotheses are: No major difference in the amount and number of deals in MA between the industries and between the years No major changes between service and manufacturing sector in MA growth The table 1 shows the trends of MAs in India from the year 2000 to 2007. Food Beverages India is the second largest producer of food Beverages, first being China. The food market is expected to be USD 182 billion and it is two thirds of the total retail market in India. The carbonated drinks market is worth USD 1.5 billion whereas the market for juice is worth USD 0.25 billion. The market for fruit drinks is growing at 25%. The major reasons for MA concept commenced in this industry are deregulation, restructuring of parent companies, disinvestments and existing foreign players. Textile Industry The Indian textile industry was unorganized until liberalization of economy of India. After that there was an astounding growth in this industry and it is one of the largest in the world. 27% of foreign exchange is from textile exports. This industry is 3% of GDP and it involves 21% of the total employment in the country. The major reasons for growth of MA are the growth of handlooms, closure of mills etc. Chemicals, Drugs and Pharmaceuticals This sector accounts for 70% of the demands for drugs, formulations, tablets, chemicals etc. There are almost 250 large and 8000 small manufacturers and suppliers in Pharma sector. The growth rate of this industry is almost 14%. The reason for the growth of MA in this sector is due to the fundamental changes in this sector and the emergence of WTO Non-Metallic Mineral Products The major reasons for the growth of MA in this sector are mainly because the Indian economy has slowed down, SME are finding difficult to raise the funds and are not able to handle the pressure from global market. Information Technology and Telecom The factors for the growth of MA are up-gradation and expansion of the telecom industry, services and networks. Automobiles and Ancillaries Globalization is approaching and pushing foreign players merge and upgrade the technology and infrastructure, increase the product range and cut costs. Also there is huge competitive pressure due to the existing foreign players leading to growth in MA. The pie chart (Figure 2) gives the sector-wise division in 2007 Figure 2: Sector-wise division Analysis of MA in manufacturing and service sectors Table1 shows the Trends and progress in terms of number of deals and Table 2 in terms of value of deals. Table1: Industry-wise Trends Growth of MAs in India (Number of deals) Table2: Progress and Trends in MA in number of deals (as calculated from Table1) Table 3: Industry-wise Trends Growth of MAs in India (in Rs. Cr.) Table 4: Progress and Trends in MA in value of deals (as calculated form Table 2) Number of Deals Value of deals: The progress and trends of MA considered in number and value of deals in manufacturing and services sectors have been calculated by using t-test and ANOVA analysis. On the basis of Table 2 and Table 4 the number of deals in service sector is lower in the first 4 years but reverses in the last 3 years. So there is no major association between these two sectors Table5: Two-way ANOVA- Sector-wise Number of Deals (as calculated from Table 1) Table6: Two-way ANOVA-Sector-wise Value of Deals (as calculated from Table 3) ANALYSIS OF THE SURVEY DATA RESEARCH AND FINDINGS From the calculations done above, it is observed that the number of deals has decreased from 1300 to 1007 i.e. almost 18%. There can be various reasons for this decrease, some are as follows: The slowdown of the economy With no prior knowledge management makes a choice of MA leading to decrease in profits Economic crisis in the period of 2004-2007 Dropping market capitalizations and uncertainty in the economy From the above analysis it is concluded that: Total amount of deals increased by 613% In manufacturing sector the value of deals increased by 273% whereas it increased by 1217% in service sector Total number of deals decreased by 18.5% i.e. from 1322 to 1075 In manufacturing sector the number of deals decreased by 844 to 440 i.e. 47.2% decrease whereas in service sector deals increased from 480 to 636 i.e. 33% increase. THEORIES OF MERGER The phenomenon of merger and acquisitions has been explained by different theories as under: Efficiency Theories Differential Efficiency: If the management of firm A is more efficient than the management of firm B and if after firm A acquires firm B, the efficiency of firm B is brought up to the level of efficiency of firm A, efficiency is increased by merger. Features: There would be social gain as well as private gain. This may also be called managerial synergy hypothesis. Limitations: If carried to its logical extreme, it would result in only one firm in the economy, the firm with greatest managerial efficiency. Inefficient / underperforming firms could improve performance by employing additional managerial input through direct employment / contracting. Inefficient Management: Inefficient Management refers to non performance up to its potential level. It may be managed by another group more efficiently. Features: Inefficient Management represents management which is inept in absolute sense. Differential management theory is more likely to be basis for horizontal merger; inefficient management theory could be basis for mergers between firms of unrelated business. Limitations: Difficult to differentiate differential management theory from inefficient theory. The theory suggests replacement of inefficient management. However empirical evidence does not support this. Operating Synergy: Operating synergy or operating economies may be achieved in horizontal, vertical and even conglomerate mergers. Features: Theory is based on the assumption that economies of scale do exist in this industry and prior to merger, firms are operating at the levels of activity that fall short of achieving the potential for economies of scale. Economies of scale arise because of indivisibilities such as people, equipment overhead which provide increasing returns if spread over a large number of units of output. Pure Diversification: Diversification of the firm can provide the managers and employees with job security and opportunity for promotion and other things being equal, results in lower costs. Even for owner manager diversification is valuable as risk premium for undiversified firm is higher. Diversification has value for many reasons: Demand for diversification by managers, other employees Preservation of organizational and reputation capital Financial and tax advantages Diversification helps preserving reputational capital of the firm, which will be lost if firm is liquidated. Strategic Realignment to Changing Environment: Strategic planning is concerned with firms environment and constituencies, not just operating decisions. The speed of adjustment through merger would be quicker than internal development. Features: Strategic planning approach to mergers implies either the possibilities of economies of scale or tapping an underused capacity in the firms present managerial capabilities. By external diversification the firm acquires management skills for augmentation of its present capabilities. A competitive market for acquisitions implies that the net present value from merger and acquisition investment is likely to be small. Nonetheless if synergy can be used as a base for still additional investments with positive net present values, the strategy may succeed. Agency problems Agency problem arises when a manager owns a fraction of ownership shares of the firm. This partial ownership may cause managers to work less vigorously than other wise and / or consume more perquisites, (luxurious offices, company cars, membership of clubs) because majority owners bear most of the cost. Agency costs include: Cost of structuring a set of contracts Cost of monitoring and controlling the behavior of agents by principals. Cost of bonding to guarantee that agents will make optimal decisions or principles will be compensated for consequences of sub-optimal decisions. Residual loss: i.e. welfare loss experienced, by the principals arising from the divergence between agents decisions and decisions to maximize principals warfare. This residual loss can arise because the cost of full enforcement of contracts exceeds the benefits. Takeover as solution to Agency Problems: Agency problems can be controlled by organizational or market mechanism: A number of compensation arrangements and market for managers may mitigate agency problems. Stock market gives rise to external monitoring device, because stock prices summaries the implications of decisions made by managers. Low stock prices exert pressure on managers to change their behavior and to stay in line with interest of shareholders. When these mechanisms are not sufficient, market for takeover provides an external control device of last resort. A takeover through a tender offer or proxy fight enables outside managers to gain control of decision process of Target Company, while circumventing the existing managers and Board of Directors. Free Cash flow hypothesis Pay out of free cash flow can play an important role in dealing with conflict between managers and shareholders. Payout of free cash flow reduces the amount under control of managers and reduces their power. Further they are subject to monitoring in capital market when they seek to finance additional investment with new capital. A free cash flow must be paid out to shareholders if firm is to be efficient and to maximize share price. Further they are subject to monitoring in capital market when they seek to finance additional investment with new capital. Managers arrange cash flows also by issuing debts / leveraging. In leveraged buyouts, increased debt increases risk of bankruptcy cost in addition and agency costs. Optimum debt / Equity Ratio will be where the marginal cost of debt equals marginal benefit of debt. Market Power Mergers increase a firms market share. It is argued that larger volume of operations through Mergers and Acquisitions result in economies of scale. But it is not clear whether this price required by the selling firm will really make acquisition route more economical method of expanding a firms capacity either horizontally or vertically. An objection often raised against permitting a firm to increase its market share by merger is that it will result into undue concentration in the industry. Value increase by Redistribution Value increases under merger on account of redistribution among the stake holders of the firm. Shifts are from the Bond holders to stock holders and from labor to stock holders and / or consumers. DE-MERGER AND REVERSE MERGER DE-MERGER De-merger essentially means bonafide separation of the key business assets and reorganizing the business in such a manner that though there is separation in favor of another company, atleast 50% of the equity stake in two companies continues to be common. Section 2 (19AA) was introduced by Finance Act of 1999 defining De-Merger Examples: Sterlite Industries and Sterlite Optical Sterlite which was a diversified company with presence both in non-ferrous metal as well as Telecom cables decided to de-merge both the business into separate companies. The spin off was done in the ratio of 1:1. Raymonds Ltd: Raymonds sold of Cement and Steel business to become one again, a purely fabric and garment company. The whole exercise fetched Raymonds Rs. 1140 crores. This enabled it to reduce high cost debts as well as buyback its own shares. Thus financially as well as in terms of shareholder value it was a correct step. REVERSE MERGER Reverse merger takes place when a healthy company merges into a financially weak company. Under the Companies Act there is no difference between regular merger and reverse merger. It is like any other amalgamation. On Amalgamation merger automatically makes the transferee company entitled to the benefits of carry forward and set off of loss and unabsorbed depreciation of the transferor company. There is no need to comply with Section 72 of Income Tax Act. On amalgamation being effective, the weak companys name may be changed into that of a healthy company. Example: Case Study- Kirloskar Oil Engines merging into Prashant Khosla Pneumatics Ltd In April, 1994, Kirloskar Oil Engines Ltd. (KOEL) took over the management control of Prashant Khosla Pneumatics Ltd. (PKPL) a Delhi Based Company having its works at Nasik. PKPL became a sick unit as on 31st March, 1994 and went into BIFR in June 1994. ICICI was appointed as Operating Agency who invited bids for PKPL for revival. KOEL made a bid although PKPL was already under its control. KOELs bid was accepted and confirmed by BIFR. Main objective in the takeover was to make use of PKPLs engine plant for KOELs large engine activity. PKPL take over added to KOELs assets, two plants located at MIDC, Nasik on MIDC leased land of 80,000 sq. mtrs. A scheme for revival of PKPL through reverse merger of KOEL with PKPL was submitted to BIFR and was sanctioned in February 1996. Accordingly, KOEL merged in PKPL, and name of PKPL stood changed KOEL on 1st March, 1996 which was the effective date of amalgamation. Again of merged company for 1994-95 was held in April 1996 and consolidated accounts for the year ended 31st March, 1995 were adopted. Delay of 7 months for holding AGM was condoned by BIFR. This merger did not affect in any way KOEL shareholders. PKPL capital of Rs. 218 lakhs was reduced by 95% to 11 lakhs and KOEL shares were exchanged for PKPL shares in the merged company in the ratio of 1 for 20. PKPL shareholders were paid 5% dividend for 1994-95 and full dividend for 1995-96. 56% of PKPLs capital held by its holding company was transferred at agreed price of Rs. 75 lakhs to KOEL associate company which subsequently got shares in the merged company. The scheme provided for certain matters without going through the formalities under companys Act, under powers of BIFR such as Change of name of Transferee Company from PKPL to KOEL. Memorandum of association (MOA), articles of association (AOA) of Transferor Company becomes MOA and AOA of Transferee Company. Auditors of Transferee Company to automatically cease to hold office and auditors of the transferor company to become auditors of the transferee company. MD and ED of Transferor Company to continue as such in Transferee Company without reappointment and without break. Authorized capital of Transferee Company to stand increased from Rs. 5 crores to Rs. 27 crores. Transferee Company to allot to shareholders of Transferor Company, shares in Transferee Company. Share certificates of Transferor Company not to be called back and replaced by new certificates. ICICI to be issued 4,75,000 equity shares in transferee company without complying with Section 81 (1A) and SEBI guidelines on preferential issue. Stamp duty on transfer of property and share certificates was saved. Premium payable to MIDC saved only loans for fee paid. PKPL revival resulted into both the plants being operative- Direct employment to more than 300 people working. POST MERGER SCENARIO Key steps to successful Post Acquisition Management (Figure 3) Figure 3: Steps for Successful Acquisition Success constitutes two important factors: Meeting the objectives Enhanced shareholder value Short lived mergers: Some Examples Merger of ICICI and Anagram: When employees of Anagram Finance heard that ailing firm was to be merged with ICICI there was a sigh of relief. But two months later, reality was bitter. Out of 450 staff only 140 were repaired and all others were given pink slips with 3 months severance pay. Takeover of Merind by Wockhardt: There was exodus of top management team of Merind. CIBA and Sandoz merged to form Novartis: 115 out of 120 managers of new corporate office were Sandoz people with Sandoz Indias erstwhile MD John Simon ailing the shareholders. POST MERGER INTEGRATION SEVEN RULES BY MAX HABECK- FRITZ MICHAEL TRAM Vision Guide post merger Integration with a clear and realistic vision derived from through business due diligence. Research Findings: 78% of mergers are mistakenly driven by fit, and not vision. Around 58% of mergers fail. Examples: M A Cases That Have Failed On Account Of Lack of Vision or Unrealistic Vision AT T and NCR: In the late 1980s American Telephone and Telegraph still had assets such as Bell Labs to go with long distance telephone services it kept after the 1984 anti-trust break up. The company had a grand vision of a technological synergy between its expertise in telecommunications and NCRs expertise in computer technology. After years of intense searching, hampered by management changes as well as cultural frictions, no synergies were found. The presumed fit between telecommunication equipment and computer hardware failed to turn up. AT T spun off the remains of NCR around five years later at a loss of around $ 3.5 billion, nearly half of what it initially paid. Sony Pictures: Sony acquired Columbia Pictures in 1989 for $ 5 billion. However, Columbia had difficulties in generating the successful software to begin with. Rapidly rising salaries of stars and lack of success at box office culminated in Sony making operating loss of around $ 500 million. The company wrote off $ 2.7 billion. The losses were attributed to abandonment of large number of projects and settlement of outstanding lawsuits. However, instead of divesting the unit, Sony made management changes and imposed stricter controls. Columbia is now a part of Sony Pictures Entertainment, which represented just fewer than 10% of Sony Groups Worldwide Sales of around $ 50 billion. Examples of Successful cases of M A driven by Vision: Acquisition of Salomon Inc. by Citigroup Ford Motor Acquisition of AB Volvo. Leadership- Its Critical Establish It Quickly Research Findings: Leaderships urgency is often neglected. Some 39% of all companies faced a leadership vacuum because they failed to make the establishment of leadership a priority. A merger without strong leadership in place from its early days will drift quickly and drift is deadly. Growth- Merge to Grow, Focus On added Value not on Efficiency Synergies Research Findings: 76% of the companies surveyed focused too heavily on efficiency synergies. 30% of the companies virtually ignored attractive growth opportunities such as cross selling possibilities or knowledge sharing in research and development. Most Successful Growth through Mergers: Cisco Systems: This fortune 500 company has grown since its founding in 1984, thanks to a combination of organic growth and successful integration of 25 acquisitions. Cisco has almost quadrupled its revenue since 1995 to $ 8.5 billion and its net income tripled to $ 1.3 billion. It holds a market share of around 80% routers and switches which form the internet infra structure. Making mergers is and will continue to be absolutely essential for Cisco to maintain its rapid growth and enhance its competitive advantages. CONCLUSION The practice of Mergers and Acquisitions and restructuring of business entities has achieved a lot of importance and significance in todays corporate world. Due to the cut-throat competition in the global market pushed Indian companies to opt for this strategic option in order to sustain in the marketplace. There are various factors for making MA deals constructive in India such as Government policies are dynamic, stability in the economy, ready-to-experiment approach of the firms etc. Some additional and recent facts about MA: The value of MA is increasing every year in India; it almost increased seven fold to USD 4.2 billion in August 2010 from USD 629 billion in 2009 The number of deals (outbound) increased to USD 3.35 billion in 2010 from USD 60 million The number of domestic deals increased from 20 to 27 but the value of deals decreased from USD 521 million to USD 364 million in2010. From the study it is observed that companies get involved in MAs to increase the shareholders earnings by increasing the revenue or decreasing the cost. It also increases the market share provided if management is careful about the MA and has a prior knowledge of it. Synergy should be achieved with MA but at times it does not happens so the companies need to work to control the synergy and allow new company to go ahead and look for new business growth possibilities.

Shortage of Physicians In Canada Essay -- Canadian Health Care System

In the past decade, Canada’s population has grown from 5,301,000 in 1900 to over 34,030,589 in 2011, driven mainly by immigration (Central Intelligence Agency, 2011). By 2056 it is expected, one in four Canadians will be 65 years or older, compared to 13 per cent currently. This will put a huge strain on the country’s health care system (Macleans, 2008 p.2). The future of Canada’s health care system is at great risk due to its escalating and aging population. This is triggering a shortage of physicians, particularly anesthesiologists, in some provinces of Canada (Canadian Medicine Journal, 2007). Anesthesiologists are specialist physicians who provide critical care to patients in a number of health programs: operative anesthesia for patients in all surgical subspecialties, acute pain management, procedural anesthesia, obstetrical care, and high-risk medical management, chronic pain management, resuscitation, advanced airway management, and critical care (Intermou ntain Healthcare, 2011). The current shortage of anesthesiologists is highly impacting access to care in each of these areas. Due to the lack of foresight in government policies, the shortage of anesthesiologists in Canada is increasing and becoming more critical. The Canadian government has failed to train, hire, and retain enough anesthesiologists/assistants for the needs of Canada’s rising population. The Canadian Medical Association (CMA) estimates it would take 26,000 more physicians, presently, in order to bring Canada up to the Organization for Economic Co-operation and Development (OECD) average (Macleans, 2008 p.2). The Canadian health care system promises universality, portability, and accessibility; unfortunately, it faces political challenges of meeting pub... ...ortant role in this shortage because if they reconstruct and formulate policies to accept and graduate more students specializing in anesthesiology, it will significantly reduce the shortfall of anesthesiologists. Lastly, the Canadian government needs to recruit more and retain enough anesthesiologists to meet the needs of its population. Instead of the government ignoring the issue, it should see this as an opportunity to dedicate its efforts to construct a good health care system which will result in healthier Canadians. This will not take only the efforts of the government but also the efforts of hospitals, maternity care providers, healthcare and professional liability insurers, consumers, and policymakers. With the use of future-planning in government policies it will mitigate this short-fall of anesthesiologists and prevent it from occurring in the long-run.

Different Deaths in Death Be Not Proud and Do Not Go Gentle Essay

I feel uncomfortable making comparisons because a successful work of art, whether it is a poem or a painting, has to be judged on its own merits. â€Å"Death Be Not Proud† and â€Å"Do not go gentle† are both great poems, by two poets with different philosophic outlooks and different ways of looking at the world, written at different times, and in different styles. On the surface both these poets seem to be talking about the same things but a careful reading of the poems show that their views differ in both substance and in style. John Donne was a metaphysical poet of the early 17th Century, a clergyman, the Dean of St Paul’s in London (WikiSource). The label â€Å"metaphysical† was attached by the critic Dr. Samuel Johnson to a group of 17th century poets who shared a common style: they employed wit, subtle argument and linked our ordinary life to the eternal, â€Å"looking beyond the palpable† (Lukà ¡cs). Dylan Thomas was a mid-20th century Welshman, who worked for the BBC and drank himself to death before he turned forty. Apart from great poetic talent, there is little in common in their poems. John Donne writes about death. In fact he addresses death directly: Death be not proud, you are neither mighty nor dreadful, you do not really kill: â€Å"One short sleep past, we wake eternally/ And death shall be no more; death thou shalt die.† (Donne) The poem expresses a defiant faith in the hereafter and in resurrection. Death is cut down to size with simple but powerful arguments. Dylan Thomas’s poem is not about death but about dying; it is not an argument-based poem but an emotionally-charged poem, wordy and repetitive. The repeated phrases increase the impact of the emotion on us: â€Å"Do not go gentle into that good night† an... ...h but about loss. So perhaps modern poets tackle death indirectly. The modern sentiment that is acceptable is friendship and love; to mourn a friend (or a father) is therefore acceptable. This way, modern poets slide past the death problem. Works Cited Auden, W.H. â€Å"Stop all the clocks.† 1936 Brooke, Rupert. "The Soldier" London: Sidgwick & Jackson, 1915. John Donne.19 November 2007 Madden, Frank. Exploring Literature. New York: Pearson, 2007. Donne, John. â€Å"Do not go gentle† pps.1238-1238. Madden, Frank. Exploring Literature. New York: Pearson, 2007. Thomas, Dylan. â€Å"Death be not proud† McGough, Roger. â€Å"Let me die a young man’s death† Penguin Modern Poets. Vol 10. London 1972. Metaphysical poets. 22 November 2007

Organizational Theory Applied to the Retail Industry Essay -- Essays P

Organizational Theory Applied to the Retail Industry PART I Introduction Antonio’s, as it will be referred to for confidentiality purposes from here on in, is a retail shoe store that operates in Fredericton, N.B.. It is part of an open system. This company originated in Montreal, Quebec. The head office is now located there and retail outlets are located throughout Canada, the United States and parts of Europe. The market in which this company operates may be considered a division of the fashion industry. This industry is known for being highly competitive and dynamic. Also for obvious reasons many companies within it concern themselves with company image. This particular shoe company has been in existence since the early 1990’s. Antonio’s has grown significantly and is currently a leader in the shoe industry, even on an internationally level. It produces quality shoes at a reasonable price. From its beginnings until now Antonio’s has been operating in the formation stage. This company has met with great success, though, and has grown quickly. It now faces the task of moving into the growth stage. Antonio’s must be careful in managing every aspect of its company now in order to survive. Since the industry in which Antonio’s operates is very image oriented a key issue in moving from the formation to growth stage that must be discussed is company culture. In this situation â€Å"managed† (as it is referred to in its most popular definition) means changed. In order to manage the company culture through the move from stage to stage in the life cycle of this organization the culture within the current stage, the formation stage, must be discussed. The culture, in my opinion, must be managed as it currently has a negative impact on the organizational effectiveness. The organizational effectiveness as a result of culture must analyzed in order to determine if in fact it does have a negative impact on the company, if so, it must be managed for the sake of the company’s survival in the growth stage. PART II Analysis of current company culture The current culture existing in Antonio’s organization is effective according to most of the strict definition meanings. It is not particularly strong, this is because most organizations which are young or have constant turnover (Antonio’s finds both of these things to be t... ...ething so shallow as their appearance. Thus in the long run they are indirectly and unintentionally promoting organization decline by doing this. PART III Conclusion In my opinion the main problem that exists within this organization is the fact that Antonio’s fits into a certain aspect of the Competing Values approach mentioned above to a greater extent than need be. They take organization culture too far despite the fact that it is very well fitted to its industry. My experiences there as an employee were not all negative yet many I did have made me feel very unappreciated and worthless within the organization. A stress on this particular type of culture results in high turn over. This will ultimately lessen the chances of survival for the organization as it moves through the stages of the life cycle. If this culture persists, Antonio’s will be run by disloyal employees who purposely defy it costing them time and money in the long run. It will have a damaging effect on their so preciously held reputation and this will not fair well for them considering the competitive nature of the fashion industry. Bibliography: Robbins. Organizational Theory

Ganges Delta Problems

The water supply of Ganges is shrinking and the river Is going to dry out In the future, because the meliorate from the mountains Is gone in 20 years and then there Is no water anymore from glaciers. So In 20 years the river probably Is a dry river. If the temperature Is rising ,the snow Is melting of the Himalayan glaciers and an effect Is that the melting water comes down Into the river which causes heavenly flooding. There are more and heavier erratic rainfalls In the Ganges In the monsoon season.Warmer and more humid weather. Increasing of cyclones caused by air-pressure and higher temperatures, which are caused by the climate change. Pollution in the Ganges River occurs daily when civilians from all over come to bath in the most sacred river in India. Cremated bodies, sewage from factories, and occasionally a dead animal float around in the river on a daily basis. Because the river is known as a sacred healing body of water, people who have sicknesses and diseases bathe themselv es hoping that it will cure them.Others who go into the polluted her do it because of tradition, especially Hindu priests. Over the years not such has been done to try to clean up the unsanitary Ganges River. The efforts that have been made have either made it worse or not even worked at all! The city of Variants, in India, has begun many groups to help clear up the river and make it clean to bath in once again. Veer Buddha Miser, a head priest at the Sank Mochas temple, founded the Sank Mochas Foundation. The foundation gives awareness on the need to protect the Ganges River.The foundation had come up with a few ways to try to clean the river up. The plan involves a 4-mile pipeline to intercept all the sewage that would normally flow in to the Ganges from the Variants area. The pipeline would then extend another 4 miles to an elevated sandbar in the Ganges where a series of ponds would cleanse the waste using microorganisms to destroy the bacteria. The government has already spent about $33 million to build a plant that would help with the huge sewage problem.The problem with this new idea of using a pipeline to clean the water is the fact that it used electric-powered pumps to pump the water through to clean it. When the power goes out, the town regained all the polluted water right back, and was even more than there was before! That idea was thrown out a couple of years after it was applied. Another attempt at cleaning the water has started a couple of years ago. The Gang Action Plan (GAP) is in effect, and will be about a seven-year process.The first phase of this plan had failed, and the people hope that the second phase will be effective. The civilians are sure it will fail if electric-powered pumps like the other cleanup ideas run it. Hopefully over the upcoming years the awareness of the polluted Ganges River will increase. The more inventions thought up on how to clean the river the better, so that the people who consider the river sacred can at least bath in a river that is Just as pure as its reputation.