THE MERGER

BETWEEN

INDUSIND BANK AND ASHOK LEYLAND FINANCE.

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EXECUTIVE SUMMARY

Commercial vehicles influence the trade, commerce and industry of a country in a major way. Vehicles falling under this category are buses, trucks, ambulance, jeeps and many others. It comes in various uses such as transportation of goods, shipping and handling of various commodities and so on. The future of companies manufacturing these vehicles is very bright due to India's growing commercial sector. The export of commercial vehicles has gone up to 72% breaking all previous records.

The merger with the Bank in June 2004 of Ashok Leyland Finance Ltd., among the largest leasing finance and hire purchase companies in India, set in motion a process of consolidation through the combined customer base of the merged entity and its increased geographical penetration.  IndusInd Bank has become one of the fastest-growing banks in the Indian banking sector today with its branch network expanding from 61 as on March 31, 2004 to 137 as on March 31, 2006 – reflecting an increase in excess of 125% in 24 months.

My project deals with the analysis of the effect of the merger between INDUSIND BANK AND ASHOK LEYLAND FINANCE. To know the financial position of the organization and to compare the financial condition between pre and post merger period, ratio analysis has done to know the condition. Questionnaire is prepared for the purpose of taking the response from the customers and to analyze the merger from the information given by them. Other important information is collected from the employees through personal interview.From the analysis part of view it is come to know that 2006 financial year was not a good year for the bank as the performance is below average. It is also clear from the analysis of vehicle finance division that customers

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who are having more than 3 vehicles are satisfied with bank but most of the new customers are not satisfied with the services provided by bank because according to them the process is quite time consuming.The recommendation to GUWAHATI BRANCH is that to check the customers viability and payment track record properly to decrease default cases .The company should go for aggressive marketing and the company must look for increasing the rate of new customers because old customers already near to reach their saturation point.

OVERVIEW OF INDUSIND BANK

IndusInd Bank derives its name and inspiration from the Indus Valley civilization - a culture described by National Geographic as 'one of the greatest of the ancient world' combining a spirit of innovation with sound business and trade practices.

Mr. Srichand P. Hinduja, a leading Non-Resident Indian businessman and head of the Hinduja Group, conceived the vision of IndusInd Bank - the first of the new-generation private banks in India - and through collective contributions from the NRI community towards India's economic and social development, brought our Bank into being.

The Bank, formally inaugurated in April 1994 by Dr. Manmohan Singh, Honorable Prime Minister of India who was then the country’s Finance Minister, started with a capital base of Rs.1,000 million (USD 32 million at the prevailing exchange rate), of which Rs.600 million was raised through private placement from Indian Residents while the balance Rs.400 million (USD 13 million) was contributed by Non-Resident IndiA NEW ERA

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The merger with the Bank in June 2004 of Ashok Leyland Finance Ltd., among the largest leasing finance and hire purchase companies in India, set in motion a process of consolidation through the combined customer base of the merged entity and its increased geographical penetration.  IndusInd Bank has become one of the fastest-growing banks in the Indian banking sector today with its branch network expanding from 61 as on March 31, 2004 to 137 as on March 31, 2006 – reflecting an increase in excess of 125% in 24 months.  The Bank has approximately 150 ATMs of its own, and has concluded multilateral arrangements with other banks with a total network of 15,000 ATM outlets.  All the outlets of the Bank, including its branches and ATMs, are connected via satellite to its central database that operates on the latest version of IBM’s AS400-720 series hardware and Midas Kapiti (now, Misys) software.

IndusInd Bank’s broad lines of business include Corporate Banking, Retail Banking, Treasury and Foreign Exchange, Investment Banking, Capital Markets, Non-Resident Indian (NRI) / High Net worth Individual (HNI) Banking, and (through subsidiary) Information Technology.

Indus Ind Bank provides multi-channel facilities including ATMs, Net Banking, Mobile Banking, Phone Banking, Multi-city Banking and International Debit Cards.  It was one of the first banks to become a part of RBI’s Real Time Gross Settlement (RTGS) system.  It has implemented an enterprise-wide risk management system encompassing global best practices in the area of Risk Management, with help from KPMG.  This has enabled the Bank to remain in the forefront in complying with the requirements of Basel II.  It is the first bank in India to receive ISO 9001:2000 certification for its Corporate Office and its entire network of branches.

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With its roots in Indian tradition and emphasis on customer care, IndusInd Bank’s service philosophy is well reflected in the communication tagline “We Care… Dil Se”.               Business Achievements

Year 2006-07 

Net worth crossed a milestone figure of Rs. 1000 crores  at Rs. 1056 croresSuccessful completion of GDR issue of Rs. 145.96 crores Business Turnover touched a figure of Rs 28,700 crores registering a growth of 18.14% over the previous year.Network of Branches increased to 170 along with 99 off-site ATMS, thus having presence in over 141 geographical locations spread over 27 States including Union Territories.Highest A1+ rating for its Certificates of Deposits by ICRA and Highest P1+ rating for its FDs by CRISIL.Bestowed with the prestigious IBA Award for technology implementation (STP).Added a number of new business and product lines, viz. the launch of Indus GOLD Debit Card and Indus Gift Card, E-Remittance facility, tie-up with number of Banks for ATM usage, tie-up with Religare Securities to  extend Portfolio Management services and Bancassurance tie-up with Aviva Life Insurance                                                                                             

2005-06

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Ranked among the top ten banks in the country in the ET500 list of leading companies in India.Rated as “The best among the top 10 private-sector banks” in a survey covering 79 banks conducted   by Business Standard in its November 2005 issue. Ranked sixth in the overall list, the Bank was also identified he “Most Efficient Bank” among all banks in India.Bestowed  “India’s Most Productive Bank” status by a Business Today- KPMG SurveyPresented “Outstanding Achiever of the Year 2005- Corporate” (Runner up- Banking Technology Award) by IBA, Finacle (from Infosys) and TFCI (Trade Fair and Conference International).Honored with the “Award for Corporate Social Responsibility (CSR)” at the India Brand Summit 2005, Mumbai.

  

2004-05

Business Turnover crossed Rs. 22000 croresNetwork grew to 115 branches, 9 extension counters and 195 ATMs, spread over 95 geographical locations.Bestowed with highest ratings for deposits from reputed rating agenciesHighest rating “P1+” - on Fixed Deposits from CRISILHighest rating “P1+” - on Certificate of Deposits from CRISILHighest rating “F1+” - on Certificate of Deposits from Fitch Ratings India Pvt. Ltd.

 

2003-04

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Total business volume touches Rs. 19,000 crores.Completes 10 years of banking excellence.Ashok Leyland Finance merges with the Bank.The first Indian Commercial Bank to achieve certification for its “Entire Network of Branches” under the ISO 9001:2000 Quality Management System.Launch of Debit Card- International Power Card.Bank’s first International Representative Office in Dubai.One of the first banks to go live on RTGS platform.

2002-03

One of the first banks to implement the RBI- Electronic Funds Transfer scheme.

 

2001-02

Total business volume touches Rs. 14,000 crores. Highest productivity in the Indian banking sector with Rs. 16 crores of business per employee.

MISSION

To emerge as an international bank with traditional roots.To acquire global capabilitiesTo provide world-class servicesTo maintain the highest standards of professionalism and integrity. LOGOS & IMAGES

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Trust, Clarity of vision, Calmness, Communication, Truth, Stability, Harmony, Modernity.

Creativity, Imagination, Expression, Energy, Expansiveness, Innovation, Warmth, Friendly, Approachability.

Strength, Power, Passion, Authority, Reliability, Dependability, Efficiency

Commercial Vehicles in IndiaCommercial vehicles influence the trade, commerce and industry of a country in a major way. Vehicles falling under this category are buses, trucks, ambulance, jeeps and many others. It comes in various uses such as transportation of goods, shipping and handling of various commodities and so on. The future of companies manufacturing these vehicles is very bright due to India's growing commercial sector. The export of commercial vehicles has gone up to 72% breaking all previous records.

INDUSIND BANK

VEHICLE FINANACE DIVISION:

Vehicle finance division in INDUSIND BANK is divided into two parts.

1) Commercial vehicle division (earns and pays)2) Personal product division (use and pay)

For commercial vehicle loan the executive has to evaluate the customers

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a) Viability b) Repayment culture

In viability, the income source, property, market reputation of the customers has to be calculated.The repayment culture means how the customer is repaying his previous loans taken from bank or financial institute (NBFC).For PPD, the customer’s permanent income source is preferred.

PROCESS HEADINGS

1) Business sourcing2) Viability3) Customer identification4) Credit appraisal5) Proposal6) Approval7) Documentation8) Administration9) Collection10) Repossession11) Closing of deal by using form 35.

DETAILS ABOUT THE PROCESS

1) BUSINESS SOURCING: Business sourcing can be made by bank’s own approach, existing customers and dealers.a) Direct (existing customers) 70%-80%b) Dealers 10%-15%

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c) Direct marketing associates 5%-10%

2) VIABILITY:In viability, the bank evaluates whether the customer who has taken loan is capable of paying the EMI’s regularly or not.

3) CUSTOMER IDENTIFICATION:Customer identification is done by field investigators. Customer’s photo and domicile profile is required.

4) CREDIT APPRAISAL:For credit appraisala) Bank statement.b) Balance sheet and profit & loss account.c) RC book.are required.

5) PROPOSAL:The proposal is made by BRANCH HEAD at bank desire IRR and should be sent to head office for approval.

6) APPROVAL:If the head office finds the proposal suitable then the proposal is approved and sends it back to branch office. If any rectification has to be made then the head office informs branch office to rectify the errors.

7) DOCUMENTATION:Documentation is to be collected for asset protection.a) in-voiceb) RC bookc) Insurance

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d) Tax challan.

8) ADMINISTRATION:Administration is responsible for keeping the record properly in daily basis. Administration also updates the knowledge about competitor’s market policies.

9) COLLECTION:The EMI’s has to be collected by collection executives. The collection executives informs the customers regularly how much they have to pay for that period

10) REPOSSESION:If any customer willingly or unwillingly not paying the installments then his vehicle is reposed by bank through legal procedures. The customer has to pay repossession charge with due EMI’s within 3 months otherwise the vehicle can be sale bank in market.

11) CLOSURE OF DEAL BY USING FORM 35:The bank gives NOC with form 35 to the customer for submit in the transport office state indicating the owner of the vehicle from then onward is the customer.

INDUSIND BANKS’s EVALUATION CRITERIA OF CUSTOMER INABOUT THEMERGER BETWEENINDUSIND BANK&ASHOK LEYLAND FINANCE

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INTRODUCTION:

The Honorable High Courts of Mumbai and Chennai have cleared the merger, as has Reserve Bank of India. The merger was effective from April 1, 2003.The Board of Directors of IndusInd Bank 29 JUNE 2004 adopted the Audited Financial results for the year ended March 31, 2004. The Audited results represent the consolidated profit & loss accounts and balance sheets of IndusInd Bank Ltd. (IBL) and Ashok Leyland Finance Ltd. (ALFL).

MERGER VALUEIndusInd Bank: BuyAshok Leyland Finance: Hold FRESH investments can be considered in the stock of IndusInd Bank. The earnings per share works out to Rs 7.2 for the nine months ended December 2003 for the combined earnings of IndusInd Bank and Ashok Leyland Finance on the expected equity of the combine, post-merger. Given the IndusInd stock price of Rs 40, the price-to-earnings multiple works out to about four on the likely earnings per share for the year ended March 2004. IndusInd is not one of the fastest growing private sector banks. It has had trouble matching up to competition. The quality of its assets has also been inferior compared with competition, and the situation is only now on the mend.

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The mergers of the finance firms of the Hinduja group with the bank is also a negative factor from a corporate governance perspective. The stock's valuation, however, has factored in these negative aspects. Besides, the combination with Ashok Leyland Finance gives the bank the impetus to achieve growth in future. A picture of contrast In line with past trend, the operating performance of Ashok Leyland Finance was superior to that of IndusInd Bank for the three-month period ended December 2003. The net interest income of Ashok Leyland Finance rose impressively by 20 per cent. (Net interest income is the difference between interest income and interest expenses.) In contrast, the net interest income of IndusInd Bank remained stagnant. At the profit level, though, Ashok Leyland Finance reported a marginal decline while IndusInd Bank reported a massive 200 per cent rise. Ashok Leyland Finance attributed the sharp rise in operating expenses to the decrease in profit. In the case of IndusInd, profit on sale of treasury securities boosted net profit. The fall in provisions for bad loans also helped the growth in profit. The performance of IndusInd Bank in the first six months of the year (that is, April to September 2003) has also been impressive. Net interest income

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rose sharply by more than 200 per cent. A combination of growth in interest income and reduction in interest expenses led to the improvement. In the first three months of 2003-04, IndusInd Bank merged with itself another non-banking finance company (NBFC) belonging to the Hinduja group. The financial performance in the first nine months appears to suggest that the merger has not been detrimental to the interests of IndusInd Bank shareholders. In contrast, the profit performance of Ashok Leyland in the first six months of the year has not been impressive. Profits have remained stagnant. Merger value

Considering the faster growth at Ashok Leyland Finance and the superior quality of its assets, the merger did not appear to suit the interest of its shareholders. The share-swap ratio, however, appears to have taken care of these factors. The merger reduces the earnings per share for the shareholders of IndusInd Bank. In addition, the NBFC's profit growth in 2003-04 has not been impressive and the stock of IndusInd Bank is as under valued as that of Ashok Leyland Finance. These issues reduce the disadvantages associated with a merger for the shareholders of the NBFC. In addition, it is highly likely that the dividend yield post-merger is likely to be as much as what it was pre-merger. In this context, shareholders of Ashok Leyland Finance can continue to hold.

IMAGE POST MERGER TO COME HERE:The post-merger focus of the Bank will be the building up of relationships, development of new products and services, further technology upgradation, international footprinting, and increasing the number of branches as well as offsite ATMs to service customers better. Technology

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has always been a cornerstone for the Bank, and its technology subsidiary will be utilized to its fullest to help the Bank attain technological excellence. ALFL, India’s largest NBFC (as per latest CRISIL data) with assets of over Rs 3000 crore, a client base of 500,000, a large network of offices spread across the country, and a demonstrated capability to generate good quality retail assets, augurs well for IBL. Post merger, the results of the Bank combined with ALFIN's assets/revenue/profit, should substantially enhance the position of the consolidated entity in the banking sector.

According to Bhaskar Ghose, Managing Director & CEO the merger is beginning for the new IndusInd Bank. The new emphasis on retail banking will see IndusInd Bank scaling new heights in the years to come. At the same time, Indusind bank will focus on the corporate side too. The SME segment remains a major growth driver for Indusind bank. But the thrust will now be largely on retail banking, considering the advantages that the bank have achieved through this merger. The synergies of the two organizations will now be realized to help bank customers' access products and services, which might not be available at other banks. The merger brings for Indusind bank new customers, new businesses, and new geographical reach,. Technology will remain a cornerstone in the growth momentum of the Bank, and a differentiator from other players in the banking system.

S Nagarajan, Joint Managing Director, exuded optimism about the future of the merged entity and said: "The merger is extremely synergistic for IndusInd Bank. The erstwhile ALFL will now have access to a stable source of low cost funds, while IndusInd Bank gets into areas hitherto unexplored by retail banks. The technological prowess of ALFL also has a neat fit with the existing technological excellence achieved by IndusInd Bank. We hope to take the Bank to newer heights in the days to come."

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Network IndusInd Bank now has 62 branches, 12 extension counters and 80 offsite ATMs. The Bank intends to convert 132 branches of ALFL into full-fledged Bank branches in a phased manner. In its international operations too, IndusInd Bank has moved forward. While its Dubai office was launched last October, IndusInd Bank's London office has started operating from today.

Technology:Technology has been a consistent strength of the Bank in its decade-long existence. While Internet banking and mobile banking were features added to the Bank's offerings way back in 1996 and 1997. IndusInd Bank notched up a new milestone by becoming one of the very first banks to implement RTGS on its systems after RBI's approval. Now, the Bank has installed and configured online real-time replication of data software - both on its production and DRS Systems located in Mumbai and Hyderabad respectively with effect from 20th June 2004.

Commenting on this, Bhaskar Ghose said: "We have completed the testing of these systems under different conditions and are very pleased with the results. We have now gone "live" with this facility. Currently all transactions - both customer and internal - of the Bank originating from all its delivery channels like branches, ATMs, Internet banking and other interface applications like BSE, NSDL, etc are replicated on our DRS system on-line real-time."

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IndusInd Information Technology Ltd., a subsidiary of IndusInd Bank, is the driving force for technology in the Bank. Further, after the merger of ALFL with the Bank, Alfin Wind Energy Ltd., Alfin Services and Solutions Pvt. Ltd. and ALF Insurance Services Pvt. Ltd. - subsidiaries of ALFL - have now become contributors to the Bank.

Post-Merger Developments

The performance of the Bank for the period under review reflects the significant impact of the synergy of combined operations following the merger of the erstwhile Ashok Leyland Finance with your Bank.  There has been a marked improvement in the financial position, geographic presence and asset portfolio – both, in the corporate and retail businesses of your Bank.In the post-merger scenario, the network of the Bank has increased from 61 branches and 12 extension counters as on 31st March 2004 to 115 branches and 9 extension counters as on 31st March 2005.It is against this background that I would like to briefly share with you an overview of the Bank’s operations. 

A)Operating Performance

There has been a distinct and positive shift in our Bank’s income streams.  Added to this, our Bank reduced its reliance on sale of investments as a major source of earnings, thereby ensuring long-term growth and sustainability of earnings.our Bank reported a lower operating profit of Rs. 446 cr and net profit of Rs. 210 cr during 2004-05, compared to previous year’s figures of Rs. 481

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cr and Rs. 262 cr respectively, mainly on account of substantially lower profit from trading in securities caused by the industry-wide hardening of interest rates - the profit from trading on securities was about 58 cr in contrast to Rs. 227 cr in the previous year.The total deposits as on March 31, 2005 aggregated to Rs. 13,114 cr – a growth of 17% compared to the previous year.  Net advances (net of securitisation) rose to Rs. 9000 cr as on March 31, 2005, compared to Rs. 7301 cr on March 31, 2004, recording a growth of 23%.

B) Business Strategy

Our Bank in the post-merger scenario augmented its business in the retail segment.  Retail Banking now occupies center-stage in your Bank’s plans and strategies.  This is in line with the retail revolution that is currently sweeping across the country and the huge surge that the retail segment of the Indian banking industry has witnessed over the last few years.Our Bank has built up a unique retail loan portfolio consisting of commercial vehicle loans, car loans, two / three-wheeler loans etc.  During the year, disbursements aggregating Rs. 3710 cr  (compared to Rs. 2620 cr in the previous year) were made under this segment recording an increase of 42%.Another focus area in retail lending is the Bank’s initiative in respect of commercial loans to traders and small businesses, which have witnessed significant growth during the year. our Bank’s outstanding loans to this sector as on March 31, ’05 were about Rs.725 crores. A separate Retail Credit Division has been setup at the Corporate Office to handle this business (among other areas of retail banking activity) so as to tap its potential to the full.

Small and Medium Enterprises (SMEs) have consistently been a key customer segment for our Bank, and its potential for future growth

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remains high. our Bank has continued to cater to the SME sector, but now with a reoriented strategy for growth in this business, so as to ensure a more diversified credit portfolio and higher yields.In the area of resources, the focus has been on mobilizing low-cost deposits comprising current accounts and savings bank accounts.  Efforts have also been made to further strengthen the alternate delivery channels through Internet Banking and ATMs.  IN keeping with the times, various innovative products and services including International Mahila Card, Mobile Top-ups, Utility Bill payment etc. have been offered by your Bank to its clients.

The Bank has been focusing on technology based differentiated products to its customers.  The present IT infrastructure set-up of the Bank has the ability to handle large volumes of retail business in an effective and responsible manner.Our strategy will be to build a strong retail client base throughout the country.

C)Overseas Network

our Bank opened its second overseas office in London – the representative offices in Dubai and London have enhanced the Bank’s international presence by way of providing services in areas of international trade and NRI business.

D)Human Resources

The Bank’s human resources department has been very active in supporting the expansion plan of the organization through recruitment of

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skilled and experienced human resources.  To ensure the efficiency and effectiveness of manpower, the Bank has been continuously endeavouring to impart necessary training.  The Bank continues to lay emphasis on evolving improvement in customer service standards through highly mobilised human resources

E)Information Technology

Integration of the IT systems of the erstwhile ALFL with the IT infrastructure of our Bank was a major accomplishment during the year under review.  our Bank also successfully established a disaster recovery site at Hyderabad with on-line real-time data replication capabilities (vis-à-vis, the main production server in Mumbai), to ensure uninterrupted services to the Bank’s customers. our Bank is also in the process of implementing a payment switch for handling e-commerce transactions for its customers.We are a front-runner in adopting various technology initiatives of Reserve Bank of India and will be among the first ones to adopt technology such as cheque truncation to facilitate faster clearance of cheques and instruments, prevention of money laundering etc.

F) Corporate Governance

our Bank continues to adopt the best practices for corporate governance.  It has set up various Committees to take decisions and monitor the activities falling within their terms of reference.  It is your Bank’s strong belief that sound principles of Corporate Governance are important keys to success.

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G) Corporate Social Responsibility

During the year 2004-05, your Bank donated Rs. 1.18 cr (including Rs. 1  cr to the Prime Minister’s National Fund for the Tsunami victims) towards various social and philanthropic causes.The unprecedented floods in large parts of Maharashtra, especially Mumbai, has left many with loss of life and property.  To create awareness about preventive and protection measures and to avoid an epidemic, your Bank organized a public awareness campaign in association with the Rotary Club, Lions Club and Hinduja Hospital.  Camps were held in different parts of Mumbai with provision for medicines and consultation from doctors.

ABOUT THE PROJECT

Relevance of project

The Project made the Researcher to compare the performance of INDUSIND BANK between pre and post merger scenarios (INDUSIND BANK merged with ASHOK LEYLAND FINANCE IN 2004) . The Researcher also came to know the changes in the process of vehicle finance division, customer satisfaction,HR policies, ratio analysis from 2002-2006. Researcher had improved his Marketing skill and planning capabilities specific to the Industry.

METHODOLOGY

Objectives of the Study

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This is a study of “impact of merger between INDUSIND BANK and

ASHOK LEYLAND FINANCE”. This objective is met by using the following secondary objectives:

To identify the changes in vehicle finance division after merger between INDUSIND BANK and ASHOK LEYLAND FINANCE.To find the growth of INDUSIND BANK by comparing the balance sheet of Indusind bank from 2002-2006(ratio analysis)To find out the customers opinions about the vehicle finance division, Indusind bank, GUWAHATI.To identify the scope of improvement in vehicle finance division, Indusind bank, guwahati.

Implications of the project

The Project will help the Organization in formulating the Sales Promotional activities for its corporate clients .The Project will help the Company in assessing the various needs for each client separately.

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INTERPRETATION: Most of the customers (71%) associated with banks are having transportation business and few customers (29%) are taking vehicle loan

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for personal use.

INTERPRETATION:According to 70% customers after merger the organization is providing quality service.5% customers are not satisfied with the service provided by both pre and post merger organization.20% customers are new

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customers so they can’t give any conclusion.

INTERPRETATION:

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According to 70% customers the follow up procedure has improved after merger. 5% customers told that the follow up procedure remains same.5% customers gave the view that the follow up procedure has deterioted SUGGESTIONS

Suggestions:

1) The Guwahati branch of INDUSIND Bank’s vehicle finance division should give interest to increase the number of new customers.

2) The record of the post dated cheques and the post dated cheque should be kept properly in a appropriate manner.

3) The contract files of customers and duplicate keys of the vehicle should be kept in a locker room.

4) The customer’s payment track record and viability should be properly checked to decrease the number of default in repayment.

5) Action is necessary to increase the productivity of internet server.

6) There is a need of duplicate currency assorter machinery to reduce the time taken by cashier at the time of deposit by customers.

7) The role of the back office employees should be specified to avoid conflict and confusion.

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