BBA 102 BCA 104 Business Organization System - 1
BBA 102 BCA 104 Business Organization System - 1
BBA 102 BCA 104 Business Organization System - 1
Nature of Business
1.0 Introduction
1.1 Unit Objectives
1.2 Concept of Business
1.2.1 Meaning, Definition,
1.2.2 Nature and Scope
1.3 Characteristics of Business
1 1.4 Business as an Economic Activity. 11-27
1.5 Objectives of Business
1.6 Structure of Business (Classification of Business Activities)
1.7 Requisites for Success in Modern Business.
1.8 Traits of a Successful Businessman
1.9. Summary
1.10 Questions and Exercise
1.11 Task
Evolution of Business
2.0 Introduction
2.1 Unit Objectives
2.2 Beginning and development of Commerce and Industry
2.3 Industrial Revolution,
2 28-40
2.4 Beginning and growth of Indian Business
2.5 Industrialization in India.
2.6 Summary
2.7 Questions and Exercise
2.8. Task
Formation of a Company
4.0 Introduction
4.1 Unit Objectives
4.2 Stages in formation and incorporation of a company
4.2.1 Promotion
4.2.2 Incorporation and registration
4.2.3 Capital Subscription
4 4.2.4 Commencement of Business 77-89
4.3 Documents of a Company
4.3.1 Memorandum of Association
4.3.2 Articles of Association
4.3.3 Prospectus.
4.4. Summary
4.5 Questions and Exercise
4.6 Task
Establishment of Business Enterprise
5.0 Introduction
5.1 Unit Objectives
5.2 Factors to be considered while starting a new business enterprise
5.3 Small and Medium Enterprises: Meaning Characteristics and Objectives
5 5.4 Role of Support Organization 90-99
5.4.1 Trade Associations
5.4.2 Chambers of Commerce.
5.5 Summary
5.6 Questions and Exercise
5.7 Task
ORGANIZATION OF TRADE
6.0 Introduction
6.1 Unit Objectives
6.2 Channels of Distribution – Meaning, Functions and types.
6.3 Internal Trade
6.3.1 Wholesale
6.3.2 Retail
6.4 External Trade –
6.4.1 Import
6.4.2 Export.
6.5 Role and importance of support services to Business
6 6.5.1 Transport 100-130
6.5.2 Insurance
6.5.3 Warehousing
6.5.4 Banking and Finance
6.5.5 Advertisement
6.5.6 Trade Promotion Organizations
6.6 Business Combinations – Mergers and Acquisitions
6.7 Franchising.
6.8 Business Process Outsourcing.
6.9 Multinationals – Concept and role of MNCs
6.10 Summary
6.11 Questions and Exercise
6.12 Task
Business Organization
System
1.0 INTRODUCTION
Business means all those human activities which are related to the
production and distribution of goods and services with the object of earning
profit. The industrial revolution of the 18th century increased the scale of
production, division of labor, specialization and standardization of goods.
Business has increased the comforts of life of the people by mass production and
distribution of goods. This chapter aims at explaining the basic of business as
regard its definition, scope, characteristics and essential requirements for success
of business in this modern era.
• To define and evaluate the concepts of business and appreciate the variety
of possible meanings.
• To understand the wide scope of business activity.
• To understand the economic nature of business, and difference between
economic and non-economic activities.
• To identify essentials for a successful business.
• Modern Concept
Consumer satisfaction is the central point of the modern concept of
business. Profit can be earned by maintaining social responsibility. It
strives to include every aspect of human civilization. It views the
modern business as a socio-economic institution which is always
responsible towards the society.
12 Nature of Business
1.2.2 Nature and Scope of business Business Organization
System
The term business is very wide. It covers all the activities related to
production and distribution of goods and services from the place of productions
to the final consumers with an aim to earn profit. The business activities can be NOTES
grouped under two heads. These Business Activities are also known as business
components which actually define the scope of business.
The two heads are
1) Industry
2) Commerce.
A) Industry
The word “Industry” refers to that part of business activities which is related
with the extraction, production, processing or fabrication of products. The
products which are raised, produced or processed by an industry may either be
used by the ultimate consumer or by another concern for further production. The
output of the industry which is consumed by the final consumers is named as
‘consumer good’ e.g. clothes. If the output is used for further production of wealth
it is called producers’ or capital goods. In case the goods produced by an industry
are further processed into finished products by another concern they are called
as intermediate goods. i.e. Plastic.
On the basis of activity; industry is further classified into following
types as under
1) Extractive Industry
Extractive industries are those industries which extract or raise some
form of wealth from above or beneath the surface of the earth. i.e. from
soil, air, water etc. e.g. Mining, fisheries forestry, agriculture,
pisciculture lumbering etc.
2) Genetic Industries
These industries are engaged in meeting the basic needs of human
being. They are also called as primary industries. These industries
include, reproducing and multiplying certain species of animals and
plants and selling them in the market for profit i.e. Cattle breeding
farms, poultry farms, plant nurseries, saplings etc.
3) Constructive Industries
Constructive industries as the name signifies are engaged in the
construction of building, canals, bridges, dams, roads etc. These
industries differ from other industries in two ways;
(1) Their products are constructed and fabricated on sites; these
require engineering and architectural skills.
Nature of Business 13
Business Organization (2) The products of these industries cannot be taken to the market
System for sale.
4) Manufacturing Industries
NOTES
Manufacturing industries are those which are concerned with
converting raw material or semi-finished products into finished
products. They create ‘form utility’ in goods and make them suitable
for human use. The raw material of this industry is usually the finished
product of extractive industry. e.g. Iron and steel industry, sugar
industry, cotton textiles etc.
5) Service Industries
Service industries are usually engaged in the manufacturing of
intangible goods which cannot be seen or touched by naked eye. i.e.,
goods which do not have any physical form. These services cannot be
stored for future consumption; however, these intangible goods also
have utility for consumer (i.e., these goods have want-satisfying
attributes). Examples of service industries could include: banking and
financial institutions, advertising agencies, transportation and
communication companies, insurance companies, hotels and
restaurants and so on. The service of professionals such as doctors,
lawyers are also examples of service industries
B) Commerce
Commerce is the second branch of business. It is a very important
component of business and is concerned with the buying and selling of goods. It
includes all the activities which are connected with the exchange of goods from
the place of production to the ultimate consumers. Commerce includes all those
activities which facilitate trade. According to James Stephenson. “Commerce
embraces all those processes which help to break the barrier between producers
and consumers. It is the sum total of those processes which are engaged in
removal of hindrance of person, place and time in exchange of commodities”
The whole range of commerce activities are classified as under
1) Trade
Trade is an important organ of commerce. The process of buying and
selling of goods is called Trade. It is the exchange of goods and
services among buyers and sellers in which both the parties are
benefited. Trade is classified into two types.
(a) Internal Trade
it is the home trade and consists of buying and selling of goods
within a country. Internal trade may be - Wholesale Trade. And
Retail Trade
14 Nature of Business
The process of purchase of goods in huge quantity from Business Organization
producers and their resale to retailers is known as wholesale trade. System
The retailer then further sells these goods to the final consumers.
Retail Trade involves the sale the goods and services to the NOTES
consumers in small quantities. It is the link between the
wholesalers and consumers.
2) Aid to Trade
The activities which help in the purchase of goods and services; help
in exchange of goods and services are called aids to trade. They include
all ancillary services like bank, insurance, transport, warehousing etc.
The important of these services are as follows:-
a) Banking
Banks play a vital role in financing the different trade activities.
They provide financial facility to the traders. They also support
the buyers and sellers of goods in receiving and making
payments, both at the national and worldwide level. The credit
facility in the form of cash credit, overdrafts and loans is provided
to the traders.
b) Insurance
Insurance is very essential aid to trade. It provides protection
against the risk of damage of goods due to fire, flood, earthquake
or other causes. The insurance companies make good the loss of
commodities due to fire floods etc to the traders on payment of
insurance premiums. Insurance thus helps in the expansion
of trade.
c) Transport
Transport facilities help traders in carrying goods from the places
of production to the place of actual users. Due to this goods can
be transferred all over the country and also in foreign countries,
leading to increase in trade transactions. e.g. Railways, ships,
airlines etc.
Nature of Business 15
Business Organization d) Warehousing
System
Warehousing plays a significant role in the storage of goods.
Nowadays most of the goods are produce in anticipation of
NOTES demand. They are to be stored in safe places and released as and
when demanded in the market. Thus Warehousing helps in
overcoming the barrier of time and creates time utility.
e) Advertisement
Advertisements play a vital role in increasing the sale of goods.
Advertisement regarding the product through newspapers,
magazines, radio and television has greatly helped the consumers
in choosing the goods of their taste. The consumers come to know
about the quality and price of the goods and selects the product
that suits them.
f) Agents
There are middlemen (wholesaler, retailers and brokers) who act
as agent between the producers and the consumer. They bring the
seller and buyer of goods together and help them in completing
the transaction of goods. These agents act for commission and
have greatly helped in the distribution of goods from the
producers to the consumers Thus we see, Industry, trade and aids
to trade are closely related to each other. As such, they affect and
are, in turn, affected by each other. Each component of business
has to depend upon the other for the realization of its objectives.
Industry is concerned with the production of goods and services
while commerce helps in the distribution of these products.
Commerce helps in understanding of the market situation, which
it gets through ‘marketing research’. Thus Trade, industry, and
commerce are closely related to each other.
16 Nature of Business
Business Organization
System
1.3 CHARACTERISTICS OF BUSINESS
NOTES
Every business activity involves risk and uncertainty to some extent. Hence,
some of the essential characteristics of business are as follow:
a) Social Institution
Though business is an economic activity, it is now well recognized as
a social institution. Society is a corner stone of business sand therefore
without society it cannot survive.
d) Regularity of transactions
The production or buying and selling activities must be carried out on
a regular basis. It must continuously and regularly produce and sell
goods and services to customers. One time dealing cannot be termed
as a business.
e) Requires Investment
Every business activity requires some amount of investment in terms
of land, labor or capital. These resources are utilized to produce a
variety of goods and services for distribution and consumption.
f) Profit motive
Profit is an essence of business. Business activities are performed with
the primary objective of earning profit. Without profit it is not possible
to survive for a long period. Earning of profit is also required to grow
and expand the business. It is true that, without profit no one can take
Nature of Business 17
Business Organization risk of business; however maximization of profit should not be the
System only aim of business.
h) Customer Satisfaction
Every business activity is centered on customer service and their
satisfaction. No business can exist over a long period of time without
satisfying the needs and wants of the customers.
a) Economic Activities
The activities through which the human beings can earn income and
generate wealth are known as economic activities. They are basically concerned
with production and distribution of goods and services which are used to satisfy
human wants/needs. There are three essential features of economic activities:
• Objective of economic gain
• Creation of utilities through provision of goods and services and
• Satisfaction of other people's needs
b) Non-economic Activities
The human activities which are carried out to satisfy social, psychological
and emotional needs are called non-economic activities. These activities are
performed for personal satisfaction and are inspired by pleasure, affection, love,
charity and other similar sentiments. Such activities are not concerned with
18 Nature of Business earning money.
Differences between Economic and Non-Economic activities Business Organization
System
NOTES
Goals and objectives are the ends towards which actions or operations are
directed. Business objectives are the result one hope to achieve and maintain as
he runs and grows his business. Having a comprehensive list of business
objectives creates the guidelines that become the foundation for business
planning. An objective denotes a goal for the achievement of which efforts are
directed. Every business has its sets of objectives. The objectives of the business
are covered under the following categories.
A) Economic objectives
The following are the Economic Objectives of a business:
1) Profitability
Every business is started for earning profit because profit is the acid
test of every business, maintaining profitability means making sure
that revenue stays ahead of the costs of doing business. A profit is a
reward of risk and a common measure of its performance and
efficiency
2) Production of goods.
Earning of profit can be made when exchange of goods takes place;
so every business has the objective of production of goods.
Nature of Business 19
Business Organization 3) Productivity
System
Employee training, equipment maintenance and new equipment
purchases all go into company productivity. Your objective should be
NOTES to provide all of the resources your employees need to remain as
productive as possible.
4) Creation of customers
Keeping your customers happy should be a primary objective of your
organization. The primary aim of business is to effect sale for the
product produced. This can be made possible through creation of
customers by satisfying their needs.
B) Human Objectives
Human objectives require careful consideration and well-being of
shareholders, consumers and employees. The following are the human objectives
of the business:
1) Welfare Facilities
The business should render welfare to its employees. This may lead
to increase in the loyalties of the workers towards the business.
2) Customer Service
Good customer service helps to retain clients and generate repeated
revenue. The consumer should be supplied with qualitative products
so that they will feel satisfied. Keeping customers happy should be the
primary objective of the organization.
C) Social Objectives
Business is considered to be a social institution which operates in the
society. Thus business has certain social responsibilities and is required to
undertake those activities which are essential for the betterment of the society.
20 Nature of Business
The following are some Social Objectives of the business Business Organization
System
1) Supply of goods and services
The basic obligation of the business towards the society is to ensure NOTES
continuous supply of goods and services at right quality and reasonable
price .If the business fails to complete this objective it will be driven
out of the society.
2) Public Interest
The business should help the government in formulating the policies
of socialistic pattern of society. It should render service to the
community and contribute to its welfare
3) Employment opportunities
One of the important objective of the business is to provide adequate
employment opportunity to the members of the society. This is very
important in developing countries, where unemployment is a serious
economic problem
D) National Objectives
The business enterprise contributes substantially for the upliftment of the
nation. The business should have the objective of being helpful to the
government. The business is the main contribution of funds to the government.
The followings are the national objectives of the business
1) Achieving Business Globalization
Businesses should grow its market share not only within the country’s
borders, but also across the globe. One can measure globalization by
identifying the amount or number of exports it makes.
3) Growth opportunities
The business should help in providing skilled personnel for the
country, by providing opportunities to acquire and develop new
abilities and skill.
Nature of Business 21
Business Organization
System
1.6 STRUCTURE OF BUSINESS (CLASSIFICATION OF
NOTES BUSINESS ACTIVITIES)
Primary activities
Primary activities are directly dependent on environment as these refer to
utilization of earth’s resources such as land, water, vegetation, building materials
and minerals. It thus includes, hunting and gathering fruits and roots, pastoral
activities, fishing, forestry, agriculture, mining and quarrying. People engaged
in primary activities are called red-collar workers due to the outdoor nature of
their work.
Secondary activities
Secondary activities add value to natural resources by transforming raw
materials into valuable products. Secondary activities, therefore, are concerned
with manufacturing, processing and construction (infrastructure) industries.
People engaged in secondary activities are called blue collar workers.
Tertiary activities
Tertiary activities include both production and exchange. The production
involves the provision of services that are consumed. Exchange, involves trade,
transport and communication facilities that are used to overcome distance.
Tertiary jobs = White collar jobs.
Quaternary activities
Quaternary activities are specialized tertiary activities in the ‘Knowledge
Sector’ which demands a separate classification. There has been a very high
growth in demand for and consumption of information based services from
mutual fund managers to tax consultants, software developers and statisticians.
Personnel working in office buildings, elementary schools and university
classrooms, hospitals and doctors’ offices, theatres, accounting and brokerage
firms all belong to this category of services. Like some of the tertiary functions,
quaternary activities can also be outsourced. They are not tied to resources,
affected by the environment, or necessarily localized by market.
22 Nature of Business
Quinary activities Business Organization
System
Quinary activities are services that focus on the creation, re-arrangement
and interpretation of new and existing ideas; data interpretation and the use and
evaluation of new technologies. Often referred to as ‘gold collar’ professions, NOTES
they represent another subdivision of the tertiary sector representing special and
highly paid skills of senior business executives, government officials, research
scientists, financial and legal consultants, etc. Their importance in the structure
of advanced economies far outweighs their numbers. The highest level of
decision makers or policy makers performs quinary activities. Quinary = Gold
collar professions.
1. Objectives
For the success of any business organization, determination of its
objective is very essential. It should be clearly described and also be
realistic. One must know as to what is to be done. Only after deciding
the objective, the ways and the means will be determined to achieve
the objectives. Each activity of the organization should be directed
towards the achievement of its objectives.
2. Planning
Planning involves forecasting and laying down the course of action. It
involves planning for both present and future. In planning for the
future, an effort is made to estimate the future uncertainties and
determine the possible course of action for the coming period. Thus,
planning also helps the management to prepare itself for facing the
uncertainties of tomorrow. It enables the firm to run smoothly and
thereby reduces the risk of loss. Thus, it is considered as the essence
of business.
Nature of Business 23
Business Organization 3. Sound Organization
System
Sound organization is very essential for the success of any business.
It is a medium for exercising effective control and management of any
NOTES business. Organization is an arrangement by which tasks are assigned
to employees so that their individual efforts contribute effectively to
the achievement of clearly defined purposes. The duties and
responsibilities of all persons are defined and they should know what
they are to do. An effective organization system is essential for the
success of a business. A suitable internal organization should be
developed. No work should be left unassigned. The supervisors and
subordinates should know their roles in the business.
5. Research
Research is necessary for the organization in order to improve the
methods and techniques of production, quality of the products and also
to introduce new products. It enables the businessman to meet the
changing needs of customers demand and also competition among the
producers. One can compete with changing business world only
through research programmes. Thus, research activities are necessary
for the success of an enterprise.
6. Dynamic leadership
The success of an enterprise will depend upon the efficiency of its
management. The task of management is to plan, organize, co-ordinate
and direct various activities for achieving business objectives. This
will be possible only if the leadership is dynamic. The head managing
the enterprise should have foresight, initiative, courage and aptitude
for a change.
24 Nature of Business
7. Adequate Finance Business Organization
System
Finance is the lifeblood of the organization. Inadequate finance may
lead to losses in the firm. Hence, arrangements should be made to meet
the short-term and long-term requirements of the organization. Flow NOTES
of funds and employment of funds should be planned well in advance.
Source of capital must be properly taken into consideration & it must
be flexible
8. Efficient Management
In order to achieve its objectives, effective and efficient management
is essential. No firm can achieve success unless it has an efficient
management. It is possible only when the managers are competent in
performing their duty. More effective the management more the
success of business.
1.9 SUMMARY
This unit highlights the meaning, nature and scope of business; it helps to
understand the objectives and characteristics of a business. L.F.Urwick has rightly
said “Earning of profit cannot be the objective of a business any more than eating
is the objective of living”. The unit also explains the structure of business and its
classification into various sectors .The unit also explains the essential of a
successful business and traits of a successful entrepreneur.
26 Nature of Business
Business Organization
System
1.10 QUESTIONS AND EXERCISE
NOTES
Q1) Meaning and scope of business,
Q2) Difference between economic and non-economic activity
Q3) Structure of Business and its classification into various sectors
Q4) Essential factors for a successful business.
1.11 TASK
Students can undertake a small field exercises (it can be their own
organization, if in job/business) wherein they are required to collect information
related to the nature of the organization, structure, constitution, objectives,
goals etc.
*****
Nature of Business 27
Business Organization
System
2.0 INTRODUCTION
The word business technically means a state of being busy. Every person is
engaged in some kind of occupation, the primary aim of all these persons is to
earn their livelihood while doing some work.
The Evolution of Business can be studied by dividing it into two parts:
1. Evolution of Industry
2. Evolution of Commerce
28 Evolution of Business
(1) Evolution of Industry Business Organization
System
Industry is concerned with the production of goods and services. There was
a time in the history of mankind when there were no industrial activities. Our
primitive ancestors consumed what they produced. Hunting was the first stage NOTES
in the evolution of man. The needs of man were limited only to food, clothing,
and shelter. This was an economy of self-reliance.
Gradually man entered in pastoral stage under which he started
domesticating animals for milk, meat and skin. He lived near the banks of lakes
and rivers because of availability of grass and water. Later, man entered the
agriculture stage where he began cultivating land to grow food grains. The
economy of the household remained self-sufficient.
The evolution of industry can be traced from handicraft stage where goods
were manufactured for local people.
30 Evolution of Business
a) The Hunting Stage Business Organization
System
This was the first stage in the evolution of man. The needs of the man
were limited only to food, clothing and shelter. He depended upon
nature for food. The animal flesh, fish, fruits, roots and berries were NOTES
his main sources of food. His main activity was hunting and fishing.
The life in this age was nomadic. People used to live in groups to
protect themselves from animals. There was no division of labor and
food articles collected by men were shared by all. This was an
economy of self-reliance and no dependence on others. There was no
question of exchange of goods so commerce was non-existent in
this stage.
b) Pastoral Stage
The uncertainties in depending upon hunting, made man start rearing
animals. They reared animals for food and their skin was used as
clothes. Man moved in tribes in search of new pastures, lakes and
rivers where he used to settle as long as his requirements of water and
grass were met. There was no division of labor and people used to
depend upon their own means of livelihood. There was hardly any
exchange of goods among people. In the absence of exchange there
was no commerce at this stage too.
c) Agricultural Stage
Man developed the art of cultivation of land and started living in a
fixed place. They started settling down at places where water was
available. People started sowing seeds and rearing cattle on the land
which they shared in common. All production was for the use of whole
tribe and they were self-sufficient in meeting their requirement. There
was a shift from hunting to agriculture. This marked the beginning of
the growth of collective living which led to the emergence of
communities and villages.
Evolution of Business 31
Business Organization e) Money Economy Stage: (The Rise of Trade)
System
The barter economy however, had its own drawbacks. The drawbacks
were:
NOTES
i) Absence of double co-incidence of wants:
ii) Lack of common measure of value:
iii) Lack of storage facilities:
iv) Lack of sub-division:
The difficulties of barter system compelled people to find out some
common medium for exchange. Several commodities like shells,
cattle, oxen, precious stones, metals etc. have been used for money
from time to time. Still later various metals were converted into coins
of definite size and weight. So the introduction of money led to the
growth of commerce.
g) National Economy
The introduction of money followed by several other improvements
of commercial activities (transportation, banking, insurance, etc.)
greatly helped to develop commerce and trade. The division of work
and specialization helped producers to concentrate on few products
only. They started producing goods not only for the local markets but
also for national markets. Prices began to be fixed regularly and credit
began to be allowed, merchant guilds were organized to provide
security to traders. The specialization in different fields helped the
growth of industry and commerce. The development of transport
increased the trade manifold. All these developments were responsible
for developing commerce at a national level.
36 Evolution of Business
i. The Numeral and Decimal System Business Organization
System
• Indians were the first to express the nine numerals together with a zero
sign and place notation. The Great Indian mathematician Aryabhatta’s
(5th century A.D) text clearly implies knowledge of these symbols. NOTES
• Indians understood the importance of positive and negative quantities,
evolved system of extracting square and cube roots and could solve
quadratic type of equations.
• Rigveda gives names of fractions such as ardha (½) and tripada (¾).
Maitrayi Samhita mentions Pada, as ¼, Sapha as 1/8, Kushta as 1/12 and
Kala as 1/16. Sulva Sutras use the terms ‘amsa’ and ‘bhoga’ for fractions.
• Aryabhatta calculated the value of pie ( 3 .146 and the length of the solar
year to 365.3586805 days. Both these are remarkably close to modern
estimates.
iv. Hundis
The hundis (like bills of exchange) were used for safe transfer of money
without carrying actual cash from one place to another and to raise short term
credit repayable at another place. They facilitated trade through convenient
transfer of money.
v. Customer Relation
The latest concern of modern business today is how to create and retain
customers.
This system was available in India since the ancient time. Products were
produced keeping in mind who is going to use it. In other words, mostly products Evolution of Business 37
Business Organization were customized. Marketing was relationship based. There was a close tie
System between the manufacturer, the middleman and the user. Thus, buyers were
assured of the product as well as its future maintenance.
NOTES
vi. Emphasis on Quality
Indians had always given emphasis to quality over quantity. Indian artisans
used to produce goods of best quality and paid individual attention to the
products. For example, the ancient Indian tribes used to produce the best variety
of steel, Hand spun and handmade Indian muslin was the pride of India. Colors
used by Indian dyers were of enduring nature. The famous chikan embroidery
work, the appliqué work, brass work, carpet work, Patachitra Paintings, silver
filigree work and many others are examples of the quality items produced by
Indian artisans. All this contributed a great deal in influencing the system of
business and trade to bring it to the modern times.
Industrialization in India can well be marked under two heads viz., Pre-
British Period and the Evolution of Modern Industry.
Pre-British period: India was famous for her handicrafts right from
PreBritish times. During the Mughal Period, India had a considerable variety of
arts and handicrafts. India was also famous for jewellery of exquisite quality
which were made out of gold and silver and also those which were made out of
copper, brass and bell-metal. Many urban centres were famous in those days for
carving work in ivory, wood, stone and marble.
Evolution of Modern Industry: The emergence of modern industrial
enterprises can be traced back to the end of the 18th century
• The abolition of the monopoly of the East India Company in 1833
provided a big opportunity for the English merchants to develop trade
and industry in India. Foreign capital and enterprise flowed into
plantations and monopolistic industries such as jute and railways. The
foundation for the development of large scale industries was thus laid.
• India registered a substantial progress in various industrial fields during
1922 and 1939. Considerable progress was recorded in industrial
production and the total number of factories increased.
• During the Second World War period, India stood as a major supply base
of war materials for the Middle Eastern and South Eastern theatres of
war. Thus, some new important industries started production during the
war period. These include manufacture of transport equipment,
chemicals, metals and mechanical industries like diesel engine and
pumps.
38 Evolution of Business
• It was on 7th April 1948 that the Resolution on Industrial Policy was Business Organization
adopted by the Government, A new feature of the year was the starting System
of new industries for the manufacture of automatic looms, aluminum
powder, etc.
NOTES
• In September 1951, the State Financial Corporation Act was passed to
enable State Governments to set up their own Industrial Financial
Corporation to assist: medium and small scale industries. The Parliament
also passed the Tariff Commission Act to enquire into the claim for
protection of Indian industries by establishing a Statutory Tariff
Commission
• In October 1952 the Industries (Development and Regulation) Act was
passed for regulating industries as a corollary to planned development.
• In July 1961, a Joint Consultive Board on Industry and Labour was set
up to deal with the question relating to nationalization and related
problems.
• In 1977 when the Janata Government came into power they announced
a new industrial policy. Their main emphasis was on the employment
generation so Special attention was given to small scale sector. The policy
also called for an agency called district industry centre.
• In 1980, the industrial policy was reviewed by the new Government and
this policy 1ays emphasis on the relative growth of different sectors,
large, small and tiny. Modernization was considered necessary for small
and tiny sectors. The policy gave all encouragements to export oriented
industries and for encouraging foreign investment in high technology
areas.
• The industrial policy of 1980 was revised by the industrial policy of 1991.
The major objectives of the new industrial policy (now in existence)was
to build on the infrastructure already made; to correct the distortions that
may have crept in, maintain a sustainable growth in productivity and to
provide gainful employment and to attain international competitiveness.
2.6 SUMMARY
Evolution of Business 39
Business Organization
System
2.7 QUESTIONS AND EXERCISE
NOTES
Q1) Explain the evolution of commerce
Q2) What do you mean by Evolution of industry? Explain the various
stages in its evolution.
Q3) Elaborate on the growth of Indian business.
Q4) Explain industrial revolution and the changes that took place during
the revolution.
Q5) Discuss Industrialization in India.
2.8. TASK
*****
40 Evolution of Business
Business Organization
System
UNIT - 3
FORMS OF BUSINESS OWNERSHIP
NOTES
3.0 INTRODUCTION
We have studied in the first lesson about business; its significance and
classification of business activities. It brings together various resources like men,
money, materials, machines, technology, etc. and also puts them into action in a
systematic manner to achieve the objectives of business. Business activities are
carried out by individuals in an organized form, having different patterns of
ownership and management. A single individual may own the business or a
number of individuals may come together to own the business jointly. So, based
on ownership, we have different forms of business organization like a proprietary
concern, a partnership firm or a company. Business firms owned by private
individuals fall in the private sector, while firms owned by the state are
categorized as public sector. In this lesson, you will learn about the various forms
of business organization, their features, merits and demerits.
To carry out any business and achieve its objective, it is required to bring
together all the resources and put them into action in a systematic way, coordinate
and control these activities properly. This arrangement is known as business
organization.
Sole Proprietorship
Sole proprietorships are the most common form of business structure. A
Sole Proprietorship is one individual in business alone. This business is simple
to form and operate and enjoys greater flexibility of management, fewer legal
controls and fewer taxes. However, the business owner is personally liable for
all debts incurred by the business.
Partnerships
In a Partnership, two or more people share ownership of a single business.
They agree to contribute money, labor or skill to a business. Like proprietorships,
the law does not distinguish between the business and its owners. Each partner
is personally and equally liable for debts of the partnership. Formal terms of the
partnership are usually contained in a written partnership agreement. Partnership
can be further classified into General, Limited Partnership, Limited Liability
Partnership, Limited Liability Limited Partnership (LLLP)
Corporation
A Corporation is a more complex business structure. A corporation has
certain rights, privileges, and liabilities beyond those of an individual. The
corporate structure distinguishes the business entity from its owner and can
reduce liability. However, it is considered more complicated to run a corporation
because of tax, accounting, record keeping and paperwork requirements.
A Cooperative Business is an autonomous association of persons united
voluntarily to meet their common economic, social, and cultural needs and
aspirations through a jointly-owned and democratically-controlled enterprise.
Based on the nature of activities performed, co-operatives can be categorized as:
a. Consumers’ Co-operative Societies.
b. Producers’ Co-operative Societies.
c. Marketing Co-operatives.
d. Housing Co-operatives.
e. Co-operative Credit Societies.
Forms of
42 Business Ownership f. Co-operative Farming Societies.
Business Organization
System
3.3 FACTORS AFFECTING CHOICES OF AN IDEAL FORM
OF OWNERSHIP NOTES
A business can be organized in one of several ways. The form its owners
choose will affect the company’s and owner’s legal liability and income tax
treatment. Here are the most common options and their major defining
characteristics.
3.4.3 Partnership
Sole proprietorship suffers from limited resources, hasty decisions and
temporary existence etc. As remedy, partnership emerged as a form of business
organization. The Indian Partnership Act, 1932, Section 4, defined partnership
as “the relation between persons who have agreed to share the profits of business
carried on by all or any of them acting for all”.
According to J. L. Hanson, “A partnership is a form of business organization
in which two or more persons up to a maximum of twenty join together to
undertake some form of business activity”.
Thus we can define partnership as an association of two or more persons
who have agreed to share the profits and losses of a business which they run
together. This business may be carried on by all or anyone of them acting for all.
The persons who own the partnership business are individually called ‘partners’
and collectively they are called as ‘firm’ or ‘partnership firm’. The name under
which partnership business is carried on is called ‘Firm Name’.
Features of Partnership
The essential features and characteristics of a partnership are:
1. Agreement
The partnership arises out of an agreement between two or more
persons. Registration of a partnership firm is not compulsory under
the Act. The only document or even an oral agreement among partners
required is the ‘Partnership Deed’ to bring the partnership into
existence.
Forms of
Business Ownership 47
Business Organization 2. Profit and Loss Sharing
System
There is an agreement among the partners to share the profits earned
and losses incurred in partnership business.
NOTES
3. Contractual Relationship
Partnership is formed by an agreement-oral or written-among the
partners.
5. Lawful business
Partnership is formed to carry on some lawful business and share its
profits or losses.
6. Membership
There must be at least two persons to form a partnership. The
maximum number is 20. But in case of banking business the
maximum is 10 members.
7. Unlimited liability
The liability of every partner is unlimited, joint and several. This
means that if the assets of the partnership firm fall short to meet the
firm’s obligations, the partners’ private assets will also be used for the
purpose.
8. Principal-agent relationship
Every partner is an agent of the firm. He can act on behalf of the firm.
He is responsible for his own acts and also for the acts done on behalf
of the other partners. In this way, a partner is an agent of the firm and
of the other partners.
9. Collective management
The firm and the partners are one. When a contract is made in the name
of the firm all the partners are responsible for it individually and
collectively.
Forms of
48 Business Ownership
Advantages of Partnership Business Organization
System
The following are the advantages of partnership business:
1. Easy to form
NOTES
2. Access to more capital
3. Skill and talent
4. Division of labor
5. Contact with customers
6. Borrowing capacity
7. Incentive to work hard
8. Expansion of business
9. Wise decisions
10. Co-operation between partners
11. Flexibility
12. Economy in operation
13. Division of risks
14. Maintenance of secrets
15. Incidence of tax: Compared with company form of organization the
tax payable on the incomes of the partners will be less.
Disadvantages of Partnership
The following are the disadvantages of a partnership firm:
1. Division of responsibility
In a partnership the management is divided. As such responsibilities
are also divided. Every partner might try to shift the burden on to the
shoulders of others; finally none takes the responsibility properly.
2. Delay in decisions
3. Lack of continuity
4. No transferability of share
5. Lack of secrecy
6. Unlimited liability
7. Joint and several liability
8. Internal conflicts
9. Misuse of assets
10. Lack of public confidence Forms of
Business Ownership 49
Business Organization 3.4.3.1 The Limited Liability Partnership
System
The Limited Liability Partnership form of business organization was
introduced in India by way of Limited Liability Partnership Act, 2008 (LLP Act
NOTES 2008) which came into effect by way of notification dated 31st March 2009. The
Limited Liability Partnership (LLP) is viewed as an alternative corporate business
vehicle that provides the benefits of limited liability but allows its members the
flexibility of organizing their internal structure as a partnership; based on a
mutually arrived agreement. A LLP combines the advantages of both the
Company and Partnership into a single form of organization.
General Partnerships, Limited Partnerships (LP) and Limited Liability
Partnerships (LLP)
A partnership is a structure appropriate to use if one is not going to be the
sole owner of the new business.
In a general partnership, all partners are personally liable for business debts,
any partner can be held totally responsible for the business and any partner can
make decisions that affect the whole business.
In a limited partnership, one partner is responsible for decision-making and
can be held personally liable for business debts. The other partner merely invests
in the business. Although the general structure of limited partnerships can vary,
each individual is liable only to the extent of their invested capital.
LLPs are most commonly used by professionals such as doctors and
lawyers. The LLP structure protects each partner's personal assets and each
partner from debts or liability incurred by the other partners. Different states have
varying regulations regarding these establishments of which business owners
must take note.
Comparison between Limited Liability Partnership and
Traditional Partnership
Forms of
50 Business Ownership
Business Organization
System
NOTES
Forms of
Business Ownership 51
Business Organization
System
NOTES
Forms of
52 Business Ownership
Business Organization
System
NOTES
Forms of
Business Ownership 53
Business Organization
System
NOTES
Forms of
54 Business Ownership
On The Basis Of Incorporation Business Organization
System
A joint stock company formed on the basis of incorporation can be classified
below:
NOTES
1. Chartered Company
A company which is incorporated under Royal Charter issued by the
king or Head of the state is known as Chartered Company. Under this
charter, certain exclusive rights and privilege are granted to the
company for undertaking certain commercial activities. The Bank of
England, the East India Company, The charter bank of Australia are
some of the examples of the chartered company. These companies are
no longer formed in any country.
2. Registered Company
A company which is established by registering under the office of the
Company Registrar, Company Act 1956 is known as Registered
Company. Every activity and formation is governed by the provisions
of the Company Act. Himal Cement Company, Bhirkuti Paper and
Pulp Limited etc. are some examples of the registered company.
Recently the companies Act has changed and now we follow the Indian
Companies Act 2013.
3. Statutory Company
A Company formed under an Act of Parliament or State Legislature is
called a Statutory Company/ Corporation. The special enactment
contains its constitution, powers and scope of its activities. Change in
its structure is possible only by a legislative amendment. Such
companies are usually formed to carry on the work of some special
public importance and for which the undertaking requires
extraordinary powers, sanctions and privileges. A major objective for
incorporating statutory corporations is to serve public interest.
Example –of statutory corporation are Life Insurance Corporation,
Unit Trust of India, Employees State Insurance Corporation, Oil and
Natural Gas Corporation to name a few.
NOTES
2) Non-government Company
The Company is owned, managed and controlled by the private sector.
It needs to follow some legal formalities for registration of the
company. The government does not interfere in the regular managerial
activities. The accounts of Non- Government companies are audited Forms of
Business Ownership 57
Business Organization by a private practicing auditor at the discretion of the Board of
System Directors.
2) Perpetual existence
A joint stock company is established by the law and the law brings it
to an end. Shareholders may transfer their share and a new person may
come in its place but this does not affect the existence of the company.
3) Limited liability
The liability of the shareholder is limited to the extent of the value of
shares held or the amount guaranteed by them.
4) Common seal
A joint stock company is an artificial person. It cannot sign any
contract in its name. Therefore, all the documents and contract papers
require the affixing of the seal. Any document with the common seal
and signature of the designated official on it is considered as authentic.
5) Democratic management
A joint stock company is a democratic organization. The important
decisions are taken by following the principles of democracy in the
annual general meeting and in the board of directors meeting.
6) Transferability of shares
The shares of the joint stock company can be transferable from one
person to another without prior permission of the company
management. Members are free to transfer their shares.
Objectives
It is clear from the reasons which prompted the growth of public enterprises,
that the principal objectives of these undertakings are many. Few objectives are
outlined below:
I) To achieve rapid economic development through industrial growth in
Forms of
accordance with the development plans. Business Ownership 63
Business Organization 2) To channelize resources in the best possible manners for economic
System growth.
3) To secure public welfare and to reduce inequalities in the distribution
NOTES of income and wealth.
4) To ensure balanced regional development of industry and trade.
5) To prevent the growth of monopoly and concentration of economic
power in a few private hands.
6) To control the prices of essential consumer goods in the market to
prevent public hardship.
7) To mobilize public savings through financial institutions to meet the
demands of public and private enterprises in accordance with planned
priorities.
8) To provide satisfactory employment conditions to the personnel as
model employers.
Characteristics
The chief characteristics of public enterprises are:
1. Autonomous or semi-autonomous organization
Public enterprise is an autonomous or semi-autonomous organization
because some enterprises work under the direct control of the
government and some organizations are established under statutes and
Companies Act.
2. State control
The public enterprises are financed, owned and managed by the
government may be a central or state government.
3. Rendering service
The primary objective of the establishment of public enterprises is to
serve the public at large by supplying the essential goods at a
reasonable price and creating employment opportunities.
5. Monopoly Enterprises
In some specific cases private sectors are not allowed and as such the
public enterprises enjoy monopoly in operation. The state enterprises
enjoy monopoly in Railways, Post and Telegraph.
9. Financial Independence
Though investment in government undertaking is done by the
government, public enterprises are financially independent for
arranging finance for day-to-day operation.
A. Departmental Undertakings
Departmental form of organization of managing state enterprises is the
oldest form of organization. In this form, the enterprise works as a part of Forms of
government department. The finances are provided by the government and Business Ownership 65
Business Organization management is in the hands of civil servants. The Minister of the department is
System the ultimate in-charge of the enterprise. For example, the Indian Railways are
managed by the Ministry of Railways. Post and Telegraph services are run as a
NOTES department, in the Ministry of Communication.
The enterprise is subjected to legislative security. Departmental
management is suitable for public utility services and strategic industries. In
India, railways, post and telegraph are working as government departments. In
the same way, strategic industries like defence and atomic power are under
government. This type of enterprise is financed through annual budget
ap¬propriates made by legislatures and its revenues are paid into the treasury.
Departmental enterprises are subject to budget accounting and auditing con¬trols
applicable to all govt. departments.
Characteristics
(i) The undertakings are wholly dependent on government for finances.
State treasury provides finances and surplus money (profits) is
deposited in treasury.
(ii) The management is in the hands of the government. The enterprise is
managed and controlled by the civil servants of the department.
(iii) The budget of the department is passed by the Parliament and/or by
the state legislature.
(iv) The accounting and audit control applicable to other government
departments are applicable to state enterprises also.
(v) The department enjoys legal immunity. Governmental sanction is
necessary for suing the undertakings.
Advantages
(i) Useful for Specific Industries
Departmental form of organization is necessary for public utility
services. The motive of these industries is not to earn profits but to
provide services at cheap rates. Strategic industries like defense and
atomic power can be better managed under government departments.
(vi) Secrecy
Department undertakings can maintain secrecy in their workings.
Secrecy is especially necessary for undertakings like defence.
Disadvantages
(i) Excessive Government Interference
There is excessive government interference in departmental
organization. These undertakings are not given freedom to decide their
own policies.
Forms of
Business Ownership 67
Business Organization (ii) Shortage of Competent Staff
System
Departmental undertakings are like administrative departments. Civil
servants are given control of these undertakings; who are not suitable
NOTES for running commercial organizations.
(v) Inefficiency
Losses in departmental undertakings are not taken seriously. They are
run as government departments and not as commercial undertakings.
(vi) No Business-Like Functioning:
Control by legislature makes it subject to political changes and
consequently it becomes difficult to formulate long-range business
plans. Moreover, officials are afraid of taking initiative and risks for
fear of being criticized in the Parliament.
(x) Inflexibility
The departmental organization fails to provide flexibility which is
essential for effec¬tive business operations.
B) Public Corporation
Characteristics
(i) Separate Legal Entity
A public corporation is created by a separate legislative act. It is a
separate legal entity. It can sue or be sued without any government
approval.
2. Internal Autonomy
It enjoys complete in¬ternal autonomy and is free from parliamentary
or political control in the internal and routine man¬agement. They can
set their own goals and can decide their own line of action
3. Best Management
Management is vested in a chosen body, Governing Board representing
top men of ability, skill, and business experience. It is a form of
management combining of what is best in management and what is
best in public service.
Forms of
70 Business Ownership
4. Financial Independence Business Organization
System
Corporation has defined powers and functions which are governed by
a special Act. It has financial independence and a clear-cut jurisdiction
over a specific area, indus¬try or commercial activity. NOTES
7. Flexibility
A public corporation has flex¬ibility of operation, accountability to
the Parliament but no bureaucracy. For the success of a business
enterprise, flexibility is the essential prerequisite, which is available
in public corporation.
10. Accountability
These undertakings are accountable to the legislature for their
performance; otherwise they are criticized in the Parliament or state
legislature.
Forms of
Business Ownership 71
Business Organization Disadvantages of Public Corporation
System
1. Limited Autonomy
Though public corporations enjoy internal autonomy, still
NOTES
government’s interference is there. All important policies are decided
with government approval. So, limited autonomy is exercised by these
corporations.
3. Time Consuming
It needs special legisla¬tion and hence its formation is elaborate and
time-consuming.
6. Government Control
Though these corporations are autonomous bodies, still there are many
controls exercised by the government. Public Accounts Committee and
Auditor and Comptroller General of India exercise control on these
corporations
Evaluation
The public corporation strikes a middle course between the departmentally-
run undertakings on one side and the privately owned and managed corporate
bodies on the other. It represents an at¬tempt to combine some of the desirable
features of both of them and to secure the best of both the worlds. Herbert
Morrison has observed that it is a combination of public accountability and
manage¬ment for public ends.
Advantages
(i) Flexibility in management
There is opera¬tional and functional freedom and flexibility in the
management of government companies. Companies can organize their Forms of
working according to the requirement of the situation. Business Ownership 73
Business Organization (ii) Easy formation
System
The setting up of an en¬terprise takes no time. It is very simple to form
a company, as the Arti¬cles of govt. companies are not rigid like the
NOTES provisions of the Acts creating public corporations.
Forms of
74 Business Ownership
Disadvantages Business Organization
System
(i) Slackness in management
The management of government companies is slackened under the
NOTES
garb of public service. These companies are not generally as efficient
as units in the private sector.
3.6 SUMMARY
In this unit you have learned about the various forms of business Ownership,
Factors affecting choices of an ideal form of ownership, their features Merits and
Demerits. The unit also explained the difference between a traditional partnership
and a Limited Liability Partnership, difference between private and public
company. It also focused on Public Enterprises, its objectives, features and the
forms of organizations of Public Undertakings
Forms of
Business Ownership 75
Business Organization
System
3.7 QUESTIONS AND EXERCISE
NOTES
Q1) Explain in details the various Factors affecting the choice of an ideal
form of ownership.
Q2) Explain Sole Trading concern with its advantages and disadvantages
Q3) What do you mean by a Joint Stock Company? Highlight its features.
Q4) Explain the importance of a Public Enterprise. What are the different
Forms of Organizations of Public Undertakings?
3.8 TASK
*****
Forms of
76 Business Ownership
Business Organization
System
4.0 INTRODUCTION
Moving from the Companies Act 1956 to the Companies Act 2013 is like
shifting from your old house to a new one. In the old house, where you have
stayed for years, everything would have found its own place – the shoes, the
clothes, umbrella, first aid, brooms and whatever else you need in your
household. Your legs can find their own way, even in pitch dark of night. As you
move into the new house, first, there is a huge process of “getting used to” –
which is anyway usual for any such shifting.
Companies Act 1956 was an Act of the Parliament of India, enacted in 1956,
which enabled companies to be formed by registration, set out the responsibilities
of companies, their directors and secretaries and also provides for the procedures
for its winding.
The Companies Act 2013 is an Act of the Parliament of India on Indian
company law which regulates incorporation of a company, responsibilities of a
company, directors, dissolution of a company. The 2013 Act is divided into 29
chapters containing 470 sections as against 658 Sections in the Companies Act,
1956 and has 7 schedules. The Act came into force on 12 September 2013 with
few changes like; earlier in private companies maximum number of members
was 50 and now it will be 200. A total of another 184 sections came into force
from 1 April 2014.The unit also discusses the important documents of the
company viz. Memorandum, Article and the Prospectus.
Section 2(20) of the 2013 Act defines the term “company” to mean “a company
Formation
incorporated under the Companies Act 2013 or any previous company law.” of a Company 77
Business Organization “A company is an association of many persons who contribute money or
System money’s worth to a common stock and employs it in some trade or business and
who share the profit and loss arising there from. The common stock so
NOTES contributed is denoted in money and is the capital of the company. The persons
who contributed to it or created it, or to whom it belongs, are members. The
proportion of capital to which each member is entitled is his “share”. The shares
are always transferable although the right to transfer them may be restricted”.
(Lord Justice Lindley)
The formation of a company is an elaborate process. It consists of four
stages:
(1) Promotion
(2) Incorporation
(3) Capital subscription
(4) Ccommencement of business
(5) A declaration that the above requirements have been duly complied
with. NOTES
The Registrar examines the documents filed and, if they are in order, issues
the 'Certificate to Commence Business'. A public company can commence
business from the date of this certificate.
Definition of Memorandum
According to Sec. 2 (28) of the Companies Act,2013 “Memorandum means
the Memorandum of Association of a company as originally framed or as altered
from time to time in pursuance of any previous companies law or of this act.”
Lord Cairns in the leading case of Ashbury Railway Carriage Co. V. Riche
observed that “The Memorandum of Association of a company is its charter and
defines the limitation of the powers of a company.” “The memorandum contains
the fundamental conditions upon which alone the company is allowed to be
incorporated.”
According to Lord Macmillan, “The purpose of the memorandum is to
enable the shareholders, creditors and those who deal with the company, to know
what the permitted range of enterprise is.”
According to Lord Salborne, “The memorandum of association is an
important and unalterable (excluding a few conditions) charter. The company is
incorporated only for such objects which are given in the Memorandum.”
Contents /Clauses of Memorandum:
The memorandum of association of every company must contain the
following clauses :-
1. Name clause
The first clause of Memorandum of Association requires a company
to state its name. The company being a legal person must have a name
Formation
to establish its identity. The name of the company is mentioned in the of a Company 81
Business Organization name clause. A public limited company must end with the word
System 'Limited' and a private limited company must end with the words
'Private Limited'. The company cannot have a name which in the
NOTES opinion of the Central Government is undesirable. A name which is
identical with or nearly resembles the name of another company in
existence will not be allowed. A company cannot use a name which is
prohibited under the Names and Emblems (Prevention of Misuse Act,
1950 or use a name suggestive of connection to government or State
patronage).
2. Domicile clause
The state in which the registered office of company is to be situated is
mentioned in this clause. This is required in order to fix the domicile
of the company, that is, the place of its registration. Notice in form no
18 must be given to the Registrar of Companies within 30 days of the
date of incorporation of the company. Similarly, any change in the
registered office must also be intimated in form no 18 to the Registrar
of Companies within 30 days. The registered office of the company is
the official address of the company where the statutory books and
records must normally be kept. Every company must affix or paint its
name and address of its registered office on the outside of the every
office or place at which its activities are carried out. The name must
be written in one of the local languages and in English.
3. Object Clause
This is the most important clause in the memorandum because it not
only shows the object for which the company is formed but also
determines the extent of the powers which the company can exercise
in order to achieve the object or objects. Stating the objects of the
company in the Memorandum of Association is not a mere legal
technicality but is a necessity of great practical importance. The
company cannot carry on any activity which is not authorized by its
memorandum of association. This clause must specify:-
1. Main objects of the company to be pursued by the company on
its incorporation
2. Objects incidental or ancillary to the attainment of the main
objects
3. Other objects of the company not included in (i) and (ii) above.
In case of the companies other than trading corporations whose
objects are not confined to one state, the states to whose territories
the objects of the company extend must be specified.
Formation
82 of a Company
4. Liability Clause Business Organization
System
This clause of Memorandum of Association has to state the nature of
liability that the members incur. In case of a company limited by
shares, the members are liable only to the amount unpaid on the shares NOTES
taken by them. In the case of company limited by guarantee the
members are liable to the amount undertaken to be contributed by them
to the assets of the company in the event of its winding up. A
declaration that the liability of the members is unlimited in case of the
unlimited companies must be given. The effect of this clause is that in
a company limited by shares, no member can be called upon to pay
more than the uncalled amount on his shares. If his shares are already
fully paid up, he has no liability towards the company.
5. Capital Clause
Every limited company having a share capital must state the amount
of its share capital with which the company is proposed to be registered
and the division thereof into shares of a fixed denomination, in this
clause. This capital is described as “registered”, “authorized” or
“nominal” capital and the stamp duty is payable on this amount. There
is no legal limit to the amount of share capital. The amount of
authorized capital should be sufficiently high so that further issue of
shares may easily be done to finance the expanding business. An
unlimited company having a share capital is not required to have the
capital clauses in its Memorandum of Association.
Features of Memorandum:
1. An unalterable charter of the company
Until the year 1890, it was regarded as an unalterable charter of the
company. That, however, led to a number of difficulties in the working
of the companies. Consequently, a provision had to be made in the Act Formation
of a Company 83
Business Organization itself for altering it in certain cases. Except for this provision the
System Memorandum of Association is still regarded as an unalterable charter.
Section 16 of the Companies Act recognizes this unalterable character
NOTES of this document.
2. Base of incorporation
In order to get the company incorporated, Memorandum of Association
is to be filed with the Registrar of Companies. It is signed by at least
seven persons in case of public company and signed by two persons
in case of a private company.
Alteration of Memorandum
Section 16 of the Act provides that a company shall not alter the conditions
contained in its memorandum except in the case, in the manner and to the extent
provided in the Act. The intention of the Legislature is to prevent too easy an
alteration of the conditions contained in the Memorandum of Association.
Conclusion
The AOA is a vital document for a company. It holds almost equal
importance as the Memorandum of Association. Though unlike the MOA, the
AOA can be easily amended; if a company wishes not to allow amendments
easily (or not at all) then an entrenchment can also be passed for the same.
4.3.3 Prospectus
Section 2(70) of the Companies Act, 2013 defines a prospectus as “A
prospectus means any document described or issued as a prospectus and includes
any notices, circular, advertisement or other documents inviting deposit from the
public or documents inviting offer from the public for the subscription of shares
or debentures in a company.” A prospectus also includes shelf prospectus and
red herring prospectus. A prospectus is not merely an advertisement.
A document shall be called a prospectus if it satisfies two things
1. It invites subscription to shares or debentures or invites deposits.
2. The aforesaid invitation is made to the public.
Contents of a prospectus
1. Address of the registered office of the company.
2. Name and address of company secretary, auditors, bankers,
underwriters etc.
3. Dates of the opening and closing of the issue.
4. Declaration about the issue of allotment letters and refunds within the
prescribed time.
5. A statement by the board of directors about the separate bank account
where all monies received out of shares issued are to be transferred.
6. Details about underwriting of the issue.
7. Consent of directors, auditors, bankers to the issue, expert’s opinion if
any.
8. The authority for the issue and the details of the resolution passed
Formation therefore.
86 of a Company
9. Procedure and time schedule for allotment and issue of securities. Business Organization
System
10. Capital structure of the company.
11. Main objects and present business of the company and its location.
NOTES
12. Main object of public offer and terms of the present issue.
13. Minimum subscription, amount payable by way of premium, issue of
shares otherwise than on cash.
14. Details of directors including their appointment and remuneration.
15. Disclosure about sources of promoter’s contribution.
16. Particulars relation to management perception of risk factors specific
to the project, gestation period of the project, extent of progress made
in the project and deadlines for completion of the project.
2. Deemed Prospectus
Section 25 of the companies Act, 2013 provides that all documents
containing offer of shares or debentures for sale shall be included
within the definition of the term prospectus and shall be deemed as
prospectus by implication of law.
Unless the contrary is proved an allotment of or an agreement to allot
shares or debentures shall be deemed to have been made with a view
to the shares or debentures being offered for sale to the public if it is
shown
a. That the offer of the shares or debentures of or any of them for
sale to the public was made within 6 month after the allotment
or agreement to allot; or
b. That at the date when the offer was made the whole consideration
to be received by the company in respect of the shares or
debentures had not been received by it.
All enactments and rules of law as to the contents of prospectus shall
apply to deemed prospectus.
Formation
of a Company 87
Business Organization 3. Abridged Prospectus [Sec. 2(1)]
System
Abridged prospectus means a memorandum containing such salient
features of a prospectus as may be specified by the SEBI by making
NOTES regulations in this behalf. No form of application for the purchase of
any of the securities of a company shall be issued unless such form is
accompanied by an abridged prospectus. A copy of the prospectus
shall, on a request being made by any person before the closing of the
subscription list and the offer, be furnished to him.
Legal requirement regarding issue of prospectus: (Sec. 26 of the
Companies Act, 2013)
The Companies Act has defined some legal requirements about the
issue and registration of a prospectus. The issue of the prospectus
would be deemed to be legal only if the following requirements
are met.
1. Issue after the incorporation
As a rule, the prospectus of a company can only be issued after
its incorporation. A prospectus issued by, or on behalf of a
company, or in relation to an intended company, shall be dated,
and that date shall be taken as the date of publication of the
prospectus.
2. Registration of prospectus
it is mandatory to get the prospectus registered with the Registrar
of Companies before it is issued to the public. The procedure of
getting the prospectus registered is as under:
a) A copy of the prospectus, duly signed by every person who is
named therein as a director or a proposed director of the company
must be filed with Registrar of Companies before the prospectus
is issued to the public.
b) The following document must be attached thereto:
i) Consent to the issue of the prospectus required under any
person as an expert confirming his written consent to the
issue thereof, and that he has not withdrawn his consent as
aforesaid appears in the prospectus.
ii) Copies of all contracts entered into with respect to the
appointment of the managing director, directors and other
officers of the company must also be filed with Registrar.
iii) If the auditor or accountant of the company has made any
adjustments in the company’s account, the said adjustments
and the reasons thereof must be filed with the documents.
(iv) There must be a copy of the application which is to be filled
Formation for the issue of the company’s shares and debentures
88 of a Company attached with the prospectus.
(v) The prospectus must have the written consent of all the Business Organization
persons who have been named as auditors, solicitors, System
bankers, brokers, etc.
3. Every prospectus must have, on the face of it, a statement that: NOTES
i) A copy of the prospectus has been delivered to the Registrar for
registration.
ii) Specifies that any documents required to be endorsed by this
section have been delivered to the Registrar.
4. A copy of the prospectus must be filed with the Registrar of
Companies.
5. According to the Section 26, no prospectus shall be issued more than
ninety days after the date on which a copy thereof is delivered for
registration.
If a prospectus issued in contravention of the above stated provisions, then
the company and every person who is a party to the issue of the prospectus shall
be punishable.
4.4. SUMMARY
In this unit we learn about the various stages in the formation of a company.
The detail formalities required to be complied with, in each of the stages. We
understand the important documents of a company with their in detail meaning,
importance and content.
4.6 TASK
***** Formation
of a Company 89
Business Organization
System
NOTES
UNIT - 5
ESTABLISHMENT OF BUSINESS ENTERPRISE
5.0 INTRODUCTION
2) Market Assessment
Once you have an idea, you need to determine if it's viable. To figure
out if you should go ahead with your business idea, you need to ask
questions like these:
• Is the market saturated?
• Does the market want what you're offering?
• What are your competitors doing?
• Can you reach your target audience?
Once you're sure of your business idea, dig in a little deeper. You may
need information that'll help you develop a unique business proposition
that'll give you a competitive advantage.
3) Suppliers
At the time of starting a business, a number of decisions are to be taken
with regard to purchase of material parts, equipments, machinery, real
estate etc. Sound decision regarding the determination of the suppliers
term of credit, trade discount etc are needed for efficient conduct of
business.
4) Technology
It is always better to invest in the best technology at the time of startup
itself. Technology would include plant & machinery as well as latest
office equipment. One should not exclude the software required to
monitor the business. A technologically advanced business is expected
to perform much better in the long run.
5) Location
Deciding an optimum location for the business is a strategic and an
important one. A good location goes a long way in making the business
successful. The location needs to be carefully chosen. You can save Establishment of
out on taxes, water and electricity costs if you are located in some Business Enterprise 91
Business Organization areas. The raw materials can be easily sourced, the manpower would
System be easily available and you can save out on transportation costs in case
of certain locations. Setting up a business in certain location could lead
NOTES to subsidy and rebates from the Government
6) Human Resource
Any business requires efficient manpower to succeed. The staff needs
to be carefully chosen since they are the ones who could make or break
the business. The business needs to be set up in a location where there
is sufficient availability of manpower both skilled as well as unskilled
7) Finance
Another important factor that should be considered, involves the
funding of your business. You need to properly identify the sources
through which you will be able to get the funding for your business.
After identifying the initial costs required for starting the business; the
financing pattern needs to be decided. The financing pattern will be
mainly by way of capital introduction by the owner and borrowed
funds.
8) Competition
Before entering new business, information about market competition
needs to be found out. In case a product is a monopoly then the
competition will not matter. Otherwise the success of the business will
depend upon the demand and supply gap. You need to know what your
competitors are doing and what are their strategies? With this
knowledge, you will be able to formulate appropriate strategies for
your company.
Establishment of
Business Enterprise 93
Business Organization Definition of MSMEs in India
System
(As Per Micro, Small & Medium Enterprises Development (MSMED) Act, 2006)
NOTES
Establishment of
94 Business Enterprise
Business Organization
System
NOTES
4. Gestation period.
Gestation period of small scale unit is less as compared to large scale unit.
5. Flexibility.
Small scale units as compared to large scale units are more flexible to
adopt changes like new method of production, introduction of new
products etc.
6. Resources.
Small scale units use local or indigenous resources and as such can be
located anywhere subject to the availability of these resources like
labor and raw materials.
7. Dispersal of units.
Small scale units use local resources and can be dispersed over a wide
territory. Thereby promoting a balanced regional development
Support organizations are unique forums, in which players from the same
industry or sector meet to discuss issues of common interest, find common
solutions and further their common commercial and professional interests. These
organizations play an important role in modern economies. They undertake
activities and functions which cannot be pursued efficiently by single firms on
their own but are better suited for a collective effort. These activities, aims to
promote and safeguard the interest of trade and industry. They have a major
responsibility in promoting compliance to law and develop a strong competition
culture in the country
5.5 SUMMARY
In this unit you have learned about the factors to be considered before
starting a new business, the definition and features of micro, small and medium
enterprise with the various amendments done from time to time. The unit also
discusses the role of support organizations like trade associations and chamber
of commerce for the promotion of industry and commerce.
5.7 TASK
Visit the chamber of commerce in your city and collect information about
the activities undertaken by it for the promotion of trade and industry in the
region.
*****
Establishment of
Business Enterprise 99
Business Organization
System
6.0 INTRODUCTION
In this unit the students will study trade and its organization; which will
include the various channels of distribution along with their types and
determinants for selecting a particular channel. The unit also focuses on internal
and external trade and its types. It explains franchising, mergers and acquisition,
business process outsourcing and the concept of multinational company.
Organization
100 of Trade
Thus we can say that Business Organization
System
• A distribution channel is the network of individuals and organizations
involved in getting a product or service from the producer to the
customer. Distribution channels are also known as marketing channels NOTES
or marketing distribution channels.
• The path through which goods and services travel from the vendor to the
consumer or payments for those products travel from the consumer to
the vendor. A distribution channel can be as short as a direct transaction
from the vendor to the consumer, or may include several interconnected
intermediaries along the way such as wholesalers, distributors, agents
and retailers
• Channel of distribution refers to those people, institutions or merchants
who help in the distribution of goods and services.
• Philips Kotler defines channel of distribution as “a set of independent
organizations involved in the process of making a product or service
available for use or consumption”.
• W.J. Stanton defines the channel of distribution as “the route taken by
the title to the goods as they move from the producer to the ultimate
consumer or industrial users.”
• According to McCarthy- “Any sequence of institutions from the producer
to the consumer including one or any number of middlemen is called the
channel of distribution.”
2. Accumulation
In order to ensure a continuous supply of goods, middlemen maintain
a large volume of stock.
3. Allocation
It involves packing of the sorted goods into small marketable lots like
1Kg, 500 gms, 250 gms etc.
4. Assorting
Middlemen obtain a variety of goods from different manufacturers and
provide them to the customers in the combination desired by them.
For example, rice from Dehradun & Punjab.
Organization
of Trade 101
Business Organization 5. Product Promotion
System
Sales promotional activities are mostly performed by the producer but
sometimes middlemen also participate in these activities like special
NOTES displays, discounts etc.
6. Negotiation
Middlemen negotiate the price, quality, guarantee and other related
matters about a product with the producer as well as customer.
7. Risk Taking
Middlemen have to bear the risk of distribution like risk from damage
or spoilage of goods etc. when the goods are transported from one
place to another or when they are stored in the godowns.
2. Indirect Channels
When a manufacturer or a producer employs one or more middlemen to
distribute goods, it is known as indirect channel.
Following are the main forms of indirect channels:
(a) Manufacturer-Retailer-Consumer (One Level Channel):
This channel involves the use of one middleman i.e. retailer who in
Organization turn sells them to the ultimate customers. It is usually adopted for
102 of Trade
speciality goods. For example Tata sells its cars through company Business Organization
approved retailers. System
Organization
of Trade 103
Business Organization Factors Determining Choice of Channels of Distribution
System
Following are the main factors which help in determining the channels of
distribution:
NOTES
1. Product Related Factors
(a) Nature of Product
In case of industrial goods like CT scan machine, short channels like
zero level channel or first level channel should be preferred because
they are usually technical, expensive, made to order and purchased by
few buyers. Consumer goods Iike LCD, refrigerator can be distributed
through long channels as they are less expensive, not technical and
frequently purchased.
2. Company Consideration
(a) Financial Strength
The companies having huge funds at their disposal go for direct
distribution. Those without such funds go for indirect channels.
Organization
104 of Trade
(c) Custom of business Business Organization
System
In some industry the channels of distribution depends upon the custom
of business
NOTES
3. Competitive Factors
Policies and channels selected by the competitors also affect the choice of
channels. A company has to decide whether to adopt the same channel as that of
its competitor or choose another one.
4. Market Factors
(a) Size of Market
If the number of customers is small like in case of industrial goods,
short channels are preferred while if the number of customers is high
as in case of convenience goods, long channels are used.
5. Environmental Factor
Economic factors such as economic conditions and legal regulations also
play a vital role in selecting channels of distribution. For example, in a depressed
economy, generally shorter channels are selected for distribution.
6. Other consideration
a) Suitability
The channel which is more suitable and convenient is more preferred
than other channels.
b) Flexibility
The channel which is more flexible is generally used.
Organization
of Trade 105
Business Organization c) Efficiency
System
Efficiency of a channel of distribution is also an important factor.
Therefore the channel which increases sales and decreases cost of sales
NOTES is always preferred.
d) Society’s attitude
The channel of distribution should be used after considering the
attitude of the society. If the consumer wants to avoid the services of
middlemen, the producer should prefer to sell directly to consumers
Goods produced in a country may be sold within the country or outside the
country. When buying and selling of goods and services takes place within the
geographical boundaries of a country, it is referred to as internal trade. It may
take place between buyers and sellers in the same locality, village, town or city;
or may be in different states, but definitely within the same country.
Internal trade is also called domestic trade or home trade. In home trade, a
single currency is used as means of exchange. The importance of domestic trade
in a country is that it facilitates exchange of goods within the country. By
allowing different types of goods and services to reach all parts of the country it
helps improve the standard of living of the residents of the country as well as
increases the employment rate of the country.
Organization
of Trade 107
Business Organization Characteristics of Retail Trade
System
Following are the characteristics of retail trade
(a) Retail trade generally involves dealing in a variety of items.
NOTES
(b) A retailer makes purchases from producers or wholesalers in bulk and
sells to the consumers in small quantity.
(c) Generally retail trade involves buying on credit from wholesalers and
selling for cash to consumers.
(d) A retailer has indirect relation with the manufacturer (through
wholesalers) but a direct link with the consumers.
Organization
108 of Trade
Types of External Trade Business Organization
System
1. Import
2. Export.
NOTES
3. Entreport
6.4.1 Import
It is a type of trading where the goods having deficiency to fulfill existing
demand are imported or bought from other countries. Government helps the
businessman by various schemes to produce goods which have to be imported
so that the country can achieve self-sufficiency and have lesser pressure on
balance of payment in the world trade
6.4.2 Export
It is a business transaction where goods are sold to foreign consumers. The
exchanges of goods or services take place along the international borders. This
type of trade allows for a greater competition and more competitive pricing in
the market. Government promotes the traders to export more, as export activity
helps the country to earn foreign currency.
6.4.3 Entreport
it is also known as re-export trade. It refers to purchase of goods from one
country and selling them to another country.
A. Economic Benefits/Functions:
1. Extensive Market
Transport helps in the assembly of raw materials and distribution of
finished goods. It makes it possible to move goods from the place of
production to the place where they are to be consumed. Development
of the efficient means of transport has brought together the whole
world into the one big market.
6. Benefits to Consumers
The consumers can enjoy the goods, which cannot be produced at their
place, by transporting such goods from other distant places.
8. Discouragement to Monopoly
The commodities can be quickly transported from one place to another;
local producers cannot charge prices at their own will. This
discourages monopoly and encourages competition.
9. Industrial Development
Transport facilitates helps the growth of industries by making available
various factors of production. It would not have been possible to make
such rapid industrial development without efficient means of transport.
B. Social Benefits/Functions
Transport has substantially influenced the life of the people.
1. Discovery of New Lands
Transport has helped the discovery of new lands and the growth of
cities and urban areas.
2. Diffusion of population
It reduces the concentration of population in the area of production.
People can reach from distant places if there is an adequate and
efficient system of transport.
C. Political Benefits/Functions
1. National Unity, Integration and Peace
A vast country like India cannot be held together without efficient
means of transport. Transport helps in maintaining internal peace and
national unity of a country. It brings about national integration.
2. National Defence
Transport is essential for strengthening the national defence of a
country. Through improved means of transport, the defence personnel,
material and equipment can be moved rapidly to the border areas.
3. Source of Revenue
Transport helps in increasing the national wealth and income of a
country. It is also a source of revenue to the Government.
4. Modes of transport
A mode of transport is referred to a combination of networks,
infrastructures, vehicles and operations. These include walking, road
transport system, rail, ship transport and modern aviation. Different
modes of transportation have emerged over time.
Organization
112 of Trade
1. Land Transport Business Organization
System
a) Road transport: road transport exist in all parts of the world, this
involves the use of motor vehicles (cars, lorries, buses, bicycles,
and trucks). Road transport when compared with other modes of NOTES
transportation is more flexible. It is relatively cheaper and faster.
Road transport has a high capacity of carrying goods over short
distances. Maintenance is one of the major disadvantages of this
mode of transport.
b) Railway transport
Railways were developed during the period of industrial
revolution in the 19th century, these were partly for political
reasons and partly for economic reasons. The major advantage
of railway transport includes provision of reliable services. It has
ability of conveying heavy and bulky goods; it is also very cheap,
safe and comfortable for passengers over a long distance.
2. Water transport
Water transport is very important because it is the cheapest way of
transporting bulky goods over a long distance. In the world, there are
two major types of water transport namely: Inland water transport and
ocean water transport.
Inland water transport is the system of transport through all navigable
rivers, lakes and manmade canals. Many large rivers in different parts
of the world are used by ships and barges for transportation; the main
rivers where inland water transport are important are the Rhine and
Dambe in Europe, the Zaire in Africa, the Nile in Africa, the
Mississippi in USA etc. Whereas ocean waterways carry a lot of the Organization
of Trade 113
Business Organization world’s trade, majority of the bulky goods, materials and passengers
System pass through ocean waterways from one country to another at the
cheapest cost.
NOTES
3. Air transport
Air transport is the fastest means of transport; it was introduced in
1903 but developed into full means of transporting people and goods
in 1930s. This mode of transportation can be used for both domestic
and international flights. It is the costliest mean of transport.
a. Spaceflight is a means of transport that moves out of Earth's
atmosphere into outer space by means of a spacecraft. While large
amounts of research have gone into technology, it is not
commonly used except to put satellites into orbit, and conduct
scientific experiments.
4. Pipeline transport
This system of transportation involves the use of hollow pipes in the
transportation of water, crude oil, (petroleum) and gas. This mode of
transportation is safer than using tankers or trailers in the transportation
of these liquids.
6.5.2 Insurance
Life is full uncertainties. One does not knows what is going to happen in
the next moment. This element of unknown situation always hounds around the
mind of a person and keeps him worried to think as to what will happen in future
in case of any mis happening. Among a number of worries the main and very
important is economic uncertainty of himself or his family. Insurance help the
person to transfer this loss due to uncertainty to an insurance company in return
for a small consideration, known as a premium. Insurance helps people have
peace of mind when life’s unexpected events happen. Function of insurance is
to spread the loss caused by a particular risk over a number of persons, who are
exposed to it and who agree to insure themselves against the risk.
The functions of insurance can be studied into two parts;
1. Primary Functions, and,
2. Secondary Functions.
3. Risk-Sharing
The risk is uncertain, and therefore, the loss arising from the risk is
also uncertain. When risk takes place, the loss is shared by all the
persons who are exposed to the risk.
2. It Provides Capital
The insurance provides capital to the society. The accumulated funds
are invested in the productive channel.
3. It Improves Efficiency
The insurance eliminates worries and miseries of losses due to death
and destruction of property. It frees the person’s mind from worries of
losses. Thus a person can concentrate on productive and better
achievement,
3) Other Functions
(i) Insurance is a tool used for saving and investments
By purchasing any Insurance Policy it becomes compulsion by the
purchaser to make payment of the insurance policy. It assumes a
compulsory way of savings; it also provides opportunity to avail
Organization
Income tax exemption for the amount paid as insurance premium.
of Trade 115
Business Organization Some prudent people take up insurance as good investment option
System also. Such savings help growth in national economy.
6.5.3 Warehousing
There is a time gap between production and consumption. In other words,
goods, which are produced at one time, are not consumed at the same time.
Hence, it becomes necessary to make arrangements for storage or warehousing.
Agricultural commodities like wheat and rice are seasonal in nature, but are
consumed throughout the year; on the other hand, goods such as umbrellas and
woolen clothes are produced throughout the year but are demanded only during
particular seasons. Therefore, goods need to be stored in warehouses till they are
demanded. Warehouse creates time utility by supplying the goods at the right
time to the consumer.
6.5.5 Advertising
Advertising brings goods and services to the knowledge of prospective
buyers. It helps to highlight the distinctive features and utility of different
products. With the help of such knowledge, consumers can obtain better value
Organization for their money. Marketing research helps to know and understand the
116 of Trade
requirements of consumers. The media used to advertise products are Radio, Business Organization
Newspapers, Magazines, TV, Internet, etc. System
In 21st century businesses are the game of growth. Every business want the
optimum market share (growth) over their competitors, so companies are trying
to get optimum growth by using the most common shortcut i.e. Merger and
Acquisition (M&A). Mergers and acquisitions (M&A) are defined as
consolidation of companies. Differentiating the two terms, Mergers is the
combination of two companies to form one, while Acquisitions is one company
taken over by the other. M&A is one of the major aspects of corporate finance
world. The reasoning behind M&A generally given is that two separate
companies together create more value compared to being on an individual stand.
With the objective of wealth maximization, companies keep evaluating different
opportunities through the route of merger or acquisition. There is always synergy
value created by the joining or merger of two companies.
Mergers and Acquisitions are often uttered in the same breath and used as
though they were synonymous, the terms merger and acquisition mean slightly
different things.
A merger occurs when two separate entities (usually of comparable size)
combine forces to create a new, joint organization in which theoretically, both
are equal partners. For example, both Daimler-Benz and Chrysler ceased to exist
when the two firms merged, and a new company, DaimlerChrysler, was created.
An acquisition refers to the purchase of one entity by another (usually, a
smaller firm by a larger one). In a simple acquisition, the acquiring company
obtains the majority stake in the acquired firm, which does not change its name
or legal structure. Acquisitions, sometimes called takeovers generally carry a
more negative connotation than mergers, especially if the target firm shows
resistance to being bought. For this reason, many acquiring companies refer to
an acquisition as a merger even when technically it is not. Organization
of Trade 117
Business Organization Legally speaking, a merger requires two companies to consolidate into a
System new entity with a new ownership and management structure. An acquisition takes
place when one company takes over all of the operational management decisions
NOTES of another.
Organization
118 of Trade
Types of mergers Business Organization
System
The following are the types of mergers
1. Horizontal mergers
NOTES
It refers to two firms operating in same industry or producing ideal
products combining together. For e.g., in the banking industry in India,
acquisition of Times Bank by HDFC Bank, Bank of Madura by ICICI
Bank, Nedungadi Bank by Punjab National Bank etc. In consumer
electronics, acquisition of Electrolux’s Indian operations by Videocon
International Ltd., in BPO sector, acquisition of Daksh by IBM,
Spectramind by Wipro etc. The main objectives of horizontal mergers
are to benefit from economies of scale, reduce competition, achieve
monopoly status and control the market.
2. vertical merger
A vertical merger can happen in two ways. One is when a firm acquires
another firm which produces raw materials used by it. For e.g., a tyre
manufacturer acquires a rubber manufacturer, a car manufacturer
acquires a steel company; a textile company acquires a cotton yarn
manufacturer etc.
Another form of vertical merger happens when a firm acquires another
firm which would help it get closer to the customer. For e.g., a
consumer durable manufacturer acquiring a consumer durable dealer,
an FMCG company acquiring an advertising company or a retailing
outlet etc.
3. Conglomerate merger
It refers to the combination of two firms operating in industries
unrelated to each other. In this case, the business of the target company
is entirely different from those of the acquiring company. For e.g., a
watch manufacturer acquiring a cement manufacturer, a steel
manufacturer acquiring a software company etc. These kinds of
mergers offer opportunities for businesses to venture into other areas
of the industry, reduce risk and provide access to resources and markets
unavailable previously
4. Concentric merger
It refers to combination of two or more firms which are related to each
other in terms of customer groups, functions or technology. For eg.,
combination of a computer system manufacturer with a UPS
manufacturer.
Organization
of Trade 119
Business Organization Advantages and disadvantages of Mergers and Acquisition (M&A)
System
The advantage and disadvantages of merger and acquisition depends upon
the new companies short term and long term strategies and efforts.
NOTES
Advantages: Following are the some advantages
• The most common reason for firms to enter into merger and acquisition
is to merge their powers and control over the markets.
• Another advantage is Synergy that is the magic power that allows for
increased value efficiencies of the new entity and it takes the shape of
returns enrichment and cost savings.
• Economies of scale are formed by sharing the resources and services.
Union of two firm's leads in overall cost reduction giving a competitive
advantage.
• Decrease of risk using innovative techniques of managing financial risk.
• To become competitive, firms have to be at the peak of technological
developments and their dealing applications. By M&A of a small
business with unique technologies, a large company will retain or grow
a competitive edge.
• The biggest advantage is tax benefits. Financial advantages might
instigate mergers and corporations can make use of the tax shields,
increase monetary leverage and utilize alternative tax benefits.
Case Study 1
Sun Pharmaceuticals acquires Ranbaxy
This is a classic example of a share swap deal. As per the deal, Ranbaxy
shareholders will get four shares of Sun Pharma for every five shares held by
them, leading to 16.4% dilution in the equity capital of Sun Pharma (total equity
value is USD3.2bn and the deal size is USD4bn (valuing Ranbaxy at 2.2 times
Organization last 12 months sales).
120 of Trade
Reason for the acquisition Business Organization
System
This is a good acquisition for Sun Pharma as it will help the company to
fill in its therapeutic gaps in the US, get better access to emerging markets and
also strengthen its presence in the domestic market. Sun Pharma will also become NOTES
the number one generic company in the dermatology space. (Currently in the
third position in US) through this merger.
Objectives of the M&A
• Sun Pharma enters into newer markets by filling in the gaps in the
offerings of the company, through the acquired company
• Boosting of products offering of Sun Pharma creating more visibility and
market share in the industry
• Turnaround of a distressed business from the perspective of Ranbaxy
This acquisition although will take time to consolidate, it should in due
course start showing results through overall growth depicted in Sun Pharma’s
top-line and bottom-line reporting.
Case Study 2
CMC merges with TCS
This is an example where there is a merger in the same industry (horizontal).
It was done to consolidate the IT businesses. The objective of this merger, as
indicated by the management of CMC, (Computer Maintenance Corporation)
was that the amalgamation will enable TCS to consolidate CMC’s operations
into a single company with rationalized structure, enhanced reach, greater
financial strength and flexibility. Further it also indicated that, it will aid in
achieving economies of scale, more focused operational efforts, standardization
and simplification of business processes and productivity improvements.
Conclusion
M&A’s are considered as important change agents and are a critical
component of any business strategy. The known fact is that with businesses
evolving; only the most innovative and nimble can survive. That is why; it is an
important strategic call for a business to opt for any arrangements of M&A. Once
through the process, on a lighter note M&A is like an arranged marriage, partners
will take time to understand, mingle, but will end up giving positive results most
of the times.
Features of Franchise
(a) It is based on an agreement between the franchiser and the franchisee,
wherein they enter into a commercial relationship, generally for a
specific period of time.
(b) Under this agreement, the franchisee gets the right to use a particular
brand name, process or product owned by the franchiser, for the
purpose of retailing, in return of a fee.
(c) The fee is generally paid partly as an initial payment at the time of
entering into the contract and partly on regular payments monthly,
quarterly or annually. This regular payment may be paid by the
franchisee as a percentage of his sales volume or profit or a fixed
amount agreed upon in the contract.
(d) The franchisee may also be required to invest money in arranging a
large space in prime locations, in furnishing it and in procuring stock
for the outlet. In most cases all franchise outlets are required to
Organization maintain uniform pre-determined decoration, method of serving
122 of Trade customers, type of products etc.
(e) Franchise as a system of retailing is suitable for brands that have Business Organization
earned a name for themselves in the market. Only then can a franchisee System
benefit from using that name over a new brand.
(f) The franchiser is very cautious while choosing franchisees for his NOTES
goods or services. Only competent persons with requisite
entrepreneurial skills and commitment to quality/customer-
satisfaction, in addition to a sound financial position will be able to
run this business successfully. A franchisee who fails may bring
disrepute to the brand and also hamper the franchiser’s future business
prospects.
Merits of Franchise
(a) The Franchiser can expand his business without investing additional
capital. The franchisee invests this money and also pays fee to
franchiser in return of the right to use the brand name, products etc.
which is called as royalty.
(b) The Franchisee can capitalize on the goodwill of the existing brand of
the franchiser.
(c) The customer gets assurance of standardized goods and services both
in terms of quality and price. With the network of franchisees, the
product and service becomes widely available to consumers.
Limitations of Franchise
(a) The Franchiser does not have close control over the activities of the
franchisee. The franchisee’s poor performance in dealing with
customers may bring a bad name to the brand due to which the
franchiser’s business may be adversely affected.
(b) If the franchisee is not able to make adequate profit out of the franchise
business, the franchise fee may become a burden for him.
(c) If consumers have complaints regarding the product/service, he may
face a problem about whom to go to, the franchiser or the franchisee.
Each may blame the other for the problem and not take on the
responsibility of redressal of the grievance.
Conclusion
There are both pros and cons to creating an outsourcing process for your
business. The obvious pros are that it saves your time and effort, which saves
your money. By outsourcing work, it allows you to concentrate on important
business aspects and be more productive and grow your business faster. One of
the biggest cons is that you leave yourself exposed if you don't do the work
yourself. There are chances that the person you're outsourcing to decides to move
away, or take your ideas and give them to other businesses you're competing
Organization against.
124 of Trade
There are a lot of benefits to business process outsourcing, just make sure Business Organization
you keep an eye on how it does not come back to hurt you. System
NOTES
6.9 MULTINATIONALS – CONCEPT AND ROLE OF MNC’s
6.10 SUMMARY
In this unit, the students have learned about the importance and type of
channels that a business can employ for distribution of its product and services.
Internal and external trade along with various services which help in promotion
of businesses. Students have also gained understanding about franchising as a
form of business organization, importance of mergers and acquisitions, MNCs
and concept of a BPO.
6.12 TASK
Visit a franchise of any reputed brand/ product and study its operation and
term and condition of the franchise form of business.
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Organization
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