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 | CASE GAME: SBUs
 The Case Of The Insurance
      Merger
 Speed or size? What will yield a sharper
      edge in the non-life insurance industry tomorrow? Arthur Andersen's Ashwin
      Parekh, IIM Bangalore's R. Vaidyanathan, and General Insurers (Public
      Sector) Association's (GIPSA) T. Lakshmanan discuss. By R.
      Chandrasekhar  Size
      matters. Or does it? That was the dilemma facing Suhas Nair and his team.
      The issue under discussion was the restructuring of Indian General
      Insurance Ltd (IGIL), the largest, state-owned, non-life firm in the
      country. Nair had a personal stake too. His tenure as Chairman and
      Managing Director of IGIL was to end in two years. And he was keen on
      hanging up his boots on a high note. Nair opened the meeting: ''Should we
      merge the four subsidiaries of IGIL into a single outfit that would give
      us the advantage of size?'' ''Or should we delink them into leaner,
      autonomous, and agile units?''
 ''Just to provide a perspective,'' said
      Rajiv Parasnis, Director (Management Services), ''consolidation is the
      global trend. Look at Japan. The top six insurers are in merger-talks.
      ''Our context is different,'' said Anup Sinha, director (personnel).
      ''First, the insurance markets where consolidation is taking place are
      mature. Each segment of business has several players competing in a
      stagnant market. In India, the non-life business has been growing at a
      healthy 15 per cent per annum. Second, the Indian insurance sector is only
      now moving out of decades of monopoly. But IGIL will continue to be the
      market leader for at least another decade. A new player will take at least
      five years to achieve the premium of Rs 800 crore that will make the
      business commercially viable whereas each of our subsidiaries boast
      premium income in excess of Rs 2,000 crore. And finally, scale is a
      non-issue for us because, at a different level, none of our subsidiaries
      ranks anywhere in the top 100 global insurers based on premium
      income." 
        
          | Merger |  
          | Merits |  
          | » Minimises adverse
            impact of sectoral losses |  
          | » Reduces costs,
            particularly when followed by downsizing |  
          | » Facilitates business
            expansion and diversification |  
          | » Pre-empts internal
            competition |  
          | Demerits |  
          | » Raises organisation-wide
            problems of integration |  
          | » Leads to duplicity
            of professional cadres |  
          | » Generates patches of
            redundancy and inefficiency |  
          | » Delays
            decision-making process |  ''We have to look at the future,'' said
      Nair. ''And we cannot under-estimate competition. In fact, the idea behind
      restructuring is to make IGIL competitive. The days of monopoly are over.
      Customers in non-life insurance, unlike those in life, are driven by
      commercial motive. They switch loyalties at the earliest availability of a
      better alternative. As our in-house study has already pointed out, the
      immediate impact of deregulation is that we will lose about 15 per cent
      marketshare during the next three years. Clearly, the loss will be
      heaviest at the top end of our business portfolio. That is not all. Once
      the tariff regime goes and rate controls are freed, the rate war that
      follows will hit us-the market leader-the most. That is the context in
      which we should address the most critical issue: how do we ensure that
      customers will stay with us?'' ''The only way to attract and retain the
      customer is by getting close to him,'' said Bharat Kumar, director
      (business development). ''And viewed in that sense, size makes us
      vulnerable. That is the reason why delinking makes good business sense.
      But, of course, a merger has several benefits,'' he continued. ''It gives
      us freedom from solvency norms. It strengthens our asset position, making
      it easier to diversify into other financial services, invest in
      technology, and expand our operations. A merger will also help integrate
      our businesses .'' ''Let us look at the numbers,'' said
      Abhinav Saran, director (finance), punching some keys on his laptop. ''A
      merger will bring in 85,000 employees under one roof. We will have a total
      of 80 regional offices, 1,200 divisional offices, and 2,920 branch
      offices. Our combined free reserves would be Rs 6,450 crore, net worth Rs
      7,360 crore, investment income Rs 2,350 crore, and total investments Rs
      19,000 crore. And all this on a modest equity of Rs 375 crore! We can
      leverage this enormous clout to attract new business. We will also be able
      to reduce overhead costs. Like the rent outflow, for example. A merger
      prevents duplication of branches resulting in huge savings. And that is
      just one example.'' 
        
          | Break-up |  
          | Merits |  
          | » Ensures business
            focus |  
          | » Encourages
            competitive spirit |  
          | » Facilitates closer
            customer contact |  
          | » Builds a pool of
            pontential business leaders |  
          | Demerits |  
          | » Leads to duplication
            of resources |  
          | » Enhances costs of
            operations |  
          | » Results in
            fragmentation of domain knowledge |  
          | » Erodes synergies in
            technology, distribution & service |  ''But, Abhinav,'' chipped in Suresh Talwar,
      the newly-appointed Director (IT), ''a merger will pose problems of
      integration. This becomes a time-consuming activity for senior managers,
      over-riding their business concerns. True, each of our subsidiaries is
      financially strong. However, each segment of non-life insurance has
      different parameters of performance. There is simply no parity. That is
      why it is best to set up an autonomous unit for each activity of non-life
      business.'' ''Talwar has a point,'' remarked Vijay
      Santoor, director (operations). ''A merger downplays all the inherent
      weaknesses in the system. Take, for example, our motor portfolio. It
      represents over 30 per cent of the total premium. But it is a loss-making
      line in all our subsidiaries mainly because of laxity in underwriting and
      claims control. Once you spin it off, you ensure discipline. Of course,
      you need to move out of the current pattern of cross-holdings among
      subsidiaries and make each of them truly independent.'' ''Both approaches have their merits,'' said
      Nair. ''There is also the growing business of reinsurance. If we decide on
      a break-up, it makes sense to convert IGIL from a holding company to a
      national reinsurer. If we merge, we may be able to live up to our
      corporate vision of being among the world's majors in non-life by 2015.
      Still, given the right focus, there is no reason why some of our sectoral
      businesses cannot reach a global scale. ''How should IGIL retain its
      market leadership and acquire a competitive edge over young and nimble
      competitors? How should it ensure business focus even while capitalising
      on its traditional strengths? Is there a need to restructure the
      state-owned non-life insurance firm at all?  Readings List
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