The author has identified 99 cost-reduction opportunities as per the following tabulation.
Key Aspect in F&A | Opportunity areas/aspects for cost reduction | No of opportunities |
Borrowings | Interest and fee charges | 2 |
Covenants -4 types (Financial+ Operational+ Negative+ Reporting’s related) | 13 | |
Others | 6 | |
Sub -total | 21 | |
IPO | Negotiation aspects-sub total | 7 |
Merger & acquisition | Consultation fees | 6 |
The bid price for the target company | 2 | |
Bid terms and conditions | 12 | |
Statutory approvals | 4 | |
Post -merger integration | 4 | |
Sub total | 29 | |
Making investments | Direct equity investments | 3 |
Mutual funds | 5 | |
Derivatives | 2 | |
Indexed funds | 2 | |
ETF-Exchanged traded funds | 2 | |
Fixed deposits & debt funds | 1 | |
Real estate | 6 | |
Sub total | 21 | |
Joint ventures | Negotiation aspects-sub total | 14 |
Royalty pay-out | Negotiation aspects-sub total | 7 |
Grand total | 99 |
Further, seventy-nine 79 more cost reduction opportunities have been identified by this author in 14 more aspects in F &A areas, but these will be taken up in another article .
Approach followed.
Staying focused on the priority areas and closely examining the following aspects in each process while ensuring no compromising on quality or customer service
· Basic rates/fees negotiation or expense reduction
· Covenants or terms and conditions
· Payment terms
· Speed of process execution
· Statutory compliances
In the last part of this article, the way forward is proposed for implementing cost reduction
Highlights of 99 opportunities
For more details, refer to chapters 3, 4,5,7, and 8 in my second book, “Profitability and Ethics”-The Key Ingredients for Business Success and available at Amazon through the links below.
Paper back-amazon link: India
Book 2-paper back-Amazon link-Global
A) Cost-saving opportunities -Long-term borrowings related =21
i)Interest and fees or charges (2 opportunities)
1. Negotiate Interest rates aggressively based on 3-5 competitive
Bids & pre-made check lists
2. Negotiate the below charges aggressively.
i. Prepayment penalty/ charges
ii. Loan restructuring fees.
iii. Documentation charges
iv. Processing fees
v. Legal fees,
vi. Administrative fees
vii. Loan rescheduling charges.
viii. Cheque or electronics clearing service(ECS) charges.
ix. Default interest rates
x. Late payment charges
xi. Sharing of Stamp duty & other statutory charges
xii. Charges toward detailed security documentation & collateral
ii)Covenants related (13) opportunities = (3+4+3+3)
Financial covenants=3: - Negotiate following aggressively
1 Debt-service coverage ratio reflecting borrower’s ability to generate sufficient funds to meet debt obligations & also negotiating penalty for violation.
· 2. An interest coverage ratio reflecting the borrower’s ability to meet interest payments vis a vis EBIT and negotiating a penalty for violation.
· 3 The leverage ratio limiting the borrower’s total debt to its equity or assets & also negotiating penalty for violation.
And so on
Operational covenants=4: Negotiate Penalties aggressively
for any violation of the following, as these can significantly impact operations,
· 1 Limitation on capital expenditure
· 2. Restriction on M&A without the lender’s consent
· 3. Dividend restriction to disburse dividends to shareholders.
· 4. Control over the changes in ownership and expecting borrowers by insisting on the lender’s prior consent.
And so on.
Negative covenants=3: Negotiate penalties aggressively
for violations.
· 1. Restriction on additional debts/securing other loans.
· 2. Lender’s prior consent before Sale or transfer of assets
· 3. Restriction on making significant changes in business operations.
Reporting covenants=3: Negotiate penalties aggressively for violations
· 1. Periodic financial statements such as Balance sheets, income statements, and cash flow statements
· 2. Compliance with financial covenants
· 3 . Notice of default in case of any default of agreement terms And so on
iii) other cost reduction ideas related to borrowings (6 opportunities)
· 1. Explore alternate lower interest rate borrowing options like debenture, bonds, or Govt. schemes.
· 2. Negotiate Credit assessment charges to enhance credit ratings to qualify for lower interest rates.
· 3. Negotiate hedging costs for foreign currency-related ECB/Overseas loans.
· 4. Negotiate fixed consultancy fee + success fee contingent on long-term loan approval and disbursal
· 5. Negotiate Expenses for charge creation
· 6. Establish strong internal controls to prevent potential unethical activities caused by collusion.
B) Cost-saving opportunities- IPO related for raising Equity =7
1 Underwriting fees: Negotiate aggressively with investment bankers.
2. Legal & accounting fees: Negotiate aggressively with reputed IPO dealing firms
3. Road shows expenses. Use a mix of online & traditional methods.
4. Printed media expenses: Use alternate digital marketing material.
5. IPO approval timelines: Initiate timely documentation & approvals
6. IPO Listing fees. Pursue a mix of stock exchanges with lower listing fees.
7. Initial offer size Consider a smaller initial offering & subsequently follow-on offering.
C) Cost-saving opportunities- M &A related =29
Realize savings as summarized below.
i)Consultant fees for Due diligence =6
Negotiating aggressively fees & terms such as: Scope of work, deliverables, timelines, payment terms with following.
· 1lawyers, investment bankers, risk managers, and tax professionals
· 2 Sales and marketing professionals
· 3 Technology consultants.
· 4 Management consultants
· 5 Human resource management consultants
· 6 Legal firms
Deducting any shortfall in the quality of deliverables or non-deliverables from due bill
ii) BID /Purchase Price for the target company =2
1 Negotiating bid price aggressively (including taxes) & using market intelligence too and considering the following methods to arrive at the Offer price.
· Comparable company analysis (Price-to-earnings ratio, Price-to-sales ratio, Enterprise value to EBITDA,
· Comparable transaction analysis (similar to above for recently acquired co)
· Discounted. Cash flow analysis -5 years
· Assets-based valuation -5 years
· Industry-specific
· Any other proposed by consultants 2 Review closely representations and warranties offered by the target company.
iii) Bid/Purchase Terms =12
Negotiate aggressively.
1. The financial structure of the proposal : A)Stock purchase option, B)Assets purchase option, C)Both, D)Any alternative
2 Payment terms for M&A -down payment and progressive based on milestones
3 The need to retain part of the Purchase Price in Escrow account towards unresolved liabilities of the target company
4 Financing break fee, i.e., the amount payable to the Target company in case the M & A deal fails due to financial issues
5 Exit clause
6 Key manpower to be acquired from the target company and costs
7. Labour contracts/union agreements related to costs
8. Restrictions, particularly those affecting post-merger operations of the acquiring company
9. Employee emoluments changes, transfers, retirement age, and pension matters
10. Regulatory approvals costs-sharing, responsibilities & timelines.
11. Change management costs for smooth Integration between the acquiring company and the target company
12. Costs related to delays in Merger vis a vis negotiated timelines
iv)Statutory approval costs =5
Optimizing the charges/costs related to approvals from:
1 SEBI for listed companies’ other requirements.
2 RBI in case M&A involves foreign investment or cross-border foreign exchange in terms of the FEMA Act,1999,
3 Sector-specific approvals from bodies like the National Company Law Tribunal (NCLT) for schemes of amalgamation or merger under the Companies Act 2013
4 Shareholder of the plans of M&A
5 Tax authorities vis a vis Capital Gain tax, transfer pricing, indirect taxes
v) Post-merger integration costs (4)
Review and optimise
1 Costs towards additional working capital requirements ( post-merger) to support the combined entity,
2 Training costs for acquired employees/channel partners, etc
3 Cost of funding additional capital requirements
4 Costs of meeting key vendors, channel partners, key customers, and other business associates across different cities/states/countries to share key highlights of the merged company and so on
D) Cost-saving opportunities- Investments related =21
i) Direct Equity Investment=3
In the Indian context, Investors can directly invest in stocks listed on the BSE or NSE through brokerage firms such as Zerodha, ICICI Direct, HDFC Securities, Sharekhan, etc.
Investors need to choose brokerage firms carefully and negotiate aggressively to enable cost minimization of
1. Transaction costs include brokerage fees and taxes.
2. Taxation including a) short term Capital gain-(STCG) is currently 15% for AY 2024-25 b) Long-term Capital gain (LTCG) is currently 10 % for AY2024-25. If gains exceed > Rs 1Lac for stocks held more than 1 year. Limits & Rates may change at the discretion of the Govt.
3. Consultant fees: This needs to be factored in for engaging investment consultants for the evaluation of high-value investments in stocks of various companies, including equity stocks in overseas funds
ii). Mutual Funds=5
In India, various types of MF are available: a)MF (mutual funds) -Equity funds, and b) MF-debt funds. c MF-Hybrid funds
Investors need to choose MF that maximizes return and choose brokerage firms and negotiate aggressively to minimize the 5 types of transaction costs such as below.
1 Investment Fees:
2 Exit Loads:
3..Account Maintenance Fees:
4 Consolidate Accounts:
5. Taxation –STCG and LTCG are similar to those captured for equity in the previous slide & hence, not duplicated Investors can choose instruments that offer tax-advantaged funds.
ii) Derivatives=2
An equity derivative is a financial instrument whose value is based on equity movements of the underlying asset and offers high returns but high risks as well
Derivatives trading, including futures and options, occurs on BSE and NSE. These exchanges offer a wide range of derivative products & can use Choice 1 or 2
Choice 1 PUT = which is a bet that stock will fall vis a vis a strike price
Choice 2 CALL= which is a bet that the stock will rise vis a vis a strike price
Investors need to exercise diligence and choose Derivative products that maximize return & minimize costs
Costs :(2 types)-
1Transaction costs and margin requirements.
2 Taxation: Profits and losses from derivative trading are treated as speculative income and taxed according to tax rates.
iii) Index Funds =2
Index funds in India typically track popular indices such as the Nifty 50 (NSE), Sensex (BSE), and other sectoral indices listed on the BSE and NSE.
These are typically purchased through stock exchanges such as the National Stock Exchange (NSE) or the Bombay Stock Exchange (BSE)
Below are a few popular “Index funds” in India historically known for their strong performance.
· ICIC Prudential Nifty Next 50 Index fund,
· UTI Nifty Index fund,
· SBI Nifty Index fund,
· HDFC Index fund,
· Mirae Asset Large Cap Fund
Investors must exercise diligence and choose Index funds that maximize return & minimize costs.
Costs (2 types)
· 1Charge expense ratios to cover management fees and operational costs.
· 2 Taxation –STCG and LTCG are similar to those captured for equity in the previous slide & hence, not duplicated
v).ETFs (Exchange Traded Funds=2
1 ETFs are listed and traded on stock exchanges like BSE and NSE. Investors can buy and sell ETF units during trading hours. ETFs often track benchmark indices like the Nifty 50, Sensex, and sector-specific indices
A few examples of ETFs are:
· Nippon India ETF nifty 50,
· SBI ETF Nifty 50,
· UTI Nifty Next 50 Index,
· IDBI Gold ETF (which monitors Physical Gold prices),
· Kotak Banking ETF(tracks Nifty bank index).
Investors must exercise diligence and choose ETFs that maximize return & minimize costs.
Costs: (2 types)
1Charge expense ratios to cover management fees and operational costs.
2 Taxation –STCG and LTCG are similar to those captured for equity in the previous slide & hence, not duplicated
vi)-Others =7
a)FD/debt instruments of different durations =1
b)Real estate-6
a) FD/debt instruments=1
Debt instruments include fixed deposits, Term deposits, recurring deposits etc :
Investors must exercise diligence and choose the bank or company they will invest in and the FD or debt instruments that maximize return and minimize costs.
Costs (1 type)
1 Usually no costs for opening but can be penalties /charges towards pre-mature closure or reducing the principal amount.
a) Real estate=6
Real estate Investments can include the following:
Land buying.
Residential buildings
Commercial buildings,
Hospitality,
Educational institutes and so on
Investors must exercise diligence and choose the type of real estate investment planned to meet their purpose that would maximize return and minimize costs.
Costs reduction (6)
1. Brokerage costs
2. Surveyor’s fees
3. Advocates/lawyer fees for documentation and title verification
4. Statutory licenses or registration fees
5. Land use change fee
6. Development charges
E Cost-saving opportunities- JV related=14
Negotiating aggressively cost-impacting aspects.
1. Lump sum knowhow fee for import of Design, drawings
2. Pricing for import of Inhouse produced or bought out BOM from JV
3 JV Formation Expenses & cost-sharing
4 The Initial capital contribution by each partner
5 Free Training overseas & India
6 Training costs beyond free days: man-day- rate and fee for those chargeable
7 Expatriate emoluments (salary and reimbursements entitlements)
8 Payment remittance methods( for each type of remittance):
9 Payment terms for different remittances: ckd/skd/spares etc
10. Currency: USD or as applicable
11. Expense sharing formula for ongoing costs of JV –
12. Pricing for future export of materials
13. Fees for export of services or manpower from India
14.Tax Sharing: Negotiate a tax-sharing agreement that allocates tax
F Cost-saving opportunities- Royalty related =7
Negotiating the following aggressively vis-a-vis Royalty
1 Computation formula: % and Definition of Net sales on which payable
2 % Royalty rate
3 Duration
4 Maximum Royalty amount cap
5 Currency
6 Royalty structure to comply with Indian taxation and its optimization
7 Payment terms, based on milestones like product launch or sales target accomplishment
The way forward –Implementing cost reduction.
1. Promote a Cost-Conscious Culture by making cost reductions an essential KRA across the organisation.
2 Deep Dive into processes/activities of each sub-function.
3 Embrace cost & spend Analytics.
4 Periodically benchmark costs in the Industry.
5 Challenge Every Cost or expense.
6 Explore Outsourcing Options.
7 Renegotiate fees/charges with service providers/consultants/Vendors.
8 Install a system for monitoring MTD/YTD Budget vs. actual costs.
9 Automate Manual Processes
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