Merger between Air India and Indian Airlines

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INDIAN AIRLINES

The erstwhile Indian Airlines Limited or currently known as Indian, was India's first state owned domestic airline. Indian Airlines was set up under the aegis of federal Union Ministry of Civil Aviation and based in New Delhi. Its main bases were the international airports in Chennai, Mumbai, Kolkata and New Delhi. It has now been merged with Air India for corporate purposes, though for now, continues to issue its own tickets.

.Indian Airlines came into being with the enactment of the Air Corporations Act, 1953. It was renamed "Indian" on December 7, 2005. Indian Airlines started its operations from 1st August, 1953, with a fleet of 99 aircraft and was the outcome of the merger of seven former independent airlines, namely Deccan Airways, Airways-India, Bharat Airways, Himalayan Aviation, Kalinga Air Lines, Indian National Airways and Air Services of India. The year 1964 saw the Indian Airlines moving into the jet era with the introduction of Caravelle aircraft into its fleet followed by Boeing 737-200 in the early 1970. Along with its wholly owned subsidiary Alliance Air, it flies a fleet of 70 aircraft including Airbus A300, Airbus A320, Airbus A319, Boeing 737, Dornier Do-228, ATR-4, Airbus A319, A320 & A321. Along with Indian cities, it flies to many foreign destinations which include Kuwait, Singapore, Oman, UAE, Qatar, Bahrain, Thailand, Singapore, Malaysia, and Myanmar besides Pakistan, Afghanistan, Nepal, Bangladesh, Sri Lanka and Maldives.

Indian Airlines Flight free run over the Indian skies ended with the entry of private carriers after the liberalization of the Indian economy in the early 1990's when many private airlines like Jet Airways, Air Sahara, East-West Airlines and ModiLuft entered the fray. The entry of low-cost airlines like Air Deccan, Kingfisher Airlines and Spice Jet has revolutionized the Indian aviation scenario.

Indian has been a pioneer in the aviation scene in India. It was the first airline in India to introduce the wide-bodied A300 aircraft on the domestic network, the fly-by-wire A320, walk in flights and easy fares. It flies to 76 destinations - 58 within India and 18 abroad. It has a total employee strength of around 19,300 employees along with Alliance Air and carries over 7.5 million passengers annually, along with Alliance Air.

The main base of the Indian airlines are Chatrapati Shivaji International Airport, Mumbai; Indira Gandhi International Airport, Delhi; Netaji Subhash Chandra Bose International Airport, Kolkata; Chennai International Airport, Chenna i.

After being granted permission from the Government of India, on 15 July 2007, Indian Airlines and Air India merged and started to operate as a single entity. Post-merger the new airline will be renamed as Air India. This new airline is also a member of the Star Alliance, the largest airline alliance. The government allowed the formation of a few new limited service airlines in the 1970s: Air Works India, Huns Air, and Golden sun Aviation. None of them had long life spans. Around 1979, IAC dropped the word "Corporation" from its name.

Britain's Financial Times described Indian Airlines as the world's third largest domestic carrier in the mid-1980s. With business growing at better than ten percent a year, it was increasing its capacity as part of a plan to merge Indian Airlines with Air-India, the state's international carrier, two leading young industrialists were appointed to chair the boards of the two companies in autumn 1986. Neither these plans nor the new chairmen lasted very long. In 1987, Indian Airlines carried 10 million passengers and earned a profit of Rs630 million ($48 million). However, the quality of its service was facing criticism, to be heightened by the coming entry of new carriers into the market.

Amalgamation of Air India Limited and Indian Airlines Limited with National Aviation

Company of India Limited

The Government of India, on 1 March 2007, approved the merger of Air India and Indian Airlines. Consequent to the above, a new Company viz National Aviation Company of India Limited (NACIL) was incorporated under the Companies Act, 1956 on 30 March 2007 with its Registered Office at Airlines House, 113 Gurudwara Rakabganj Road, New Delhi. The Certificate to Commence Business was obtained on 14 May 2007.

SCHEME OF AMALGAMATION

UNDER SECTIONS 391-394 OF THE COMPANIES ACT 1956

For the amalgamation of AIR INDIA Ltd. (Transferor No 1 Company) and INDIAN AIRLINES Ltd. (Transferor No 2 Company) with NATIONAL AVIATION COMPANY of India ltd. (Transferee Company) whereas,

National Aviation Company of India Limited (the Transferee Company) is a Company incorporated under the Companies Act 1956, having its registered office at Airlines House, 113 Gurudwara Rakabganj Road, New Delhi 110 001.

National Aviation Company of India Limited is a Government Company within the meaning of Section 617 of the Companies Act, 1956 and is under the administrative control of the Ministry of Civil Aviation. National Aviation Company of India Limited has been established as a Government Company to be engaged in the business as an airline for providing air transport and allied services.

This Scheme proposes the amalgamation of AI and IA in the Transferee Company, which would result in consolidation of the business of all in one entity (i.e. National Aviation Company of India Limited, the Transferee Company).

(a) The Scheme proposes to amalgamate each of the Transferor Companies (viz AI and IA ) with

the Transferee Company (viz. National Aviation Company of India Limited).

SHARE CAPITAL

2.1.1 As per the latest audited accounts on March 31, 2006 the capital structure of the Transferor

Companies is as under:

A. Transferor Company No 1 - AIR INDIA

AUTHORIZED SHARE CAPITAL

AMOUNT

42, 56, 36,820 Equity Shares of Rs. 10 each

Rs. 425, 66, 38,200/-

74, 36,318 Redeemable Preference Shares Rs. 100 each

Rs. 74, 36, 31,800/-

Total

Rs. 500, 00, 00,000/-

ISSUED, SUBSCRIBED & PAID-UP SHARE CAPITAL

AMOUNT

15, 38, 36,427 Equity shares of Rs. 10 each fully paid

Rs. 153, 83, 64,270/-

As on April 1, 2007 the Authorized Capital, the Issued, Subscribed and Paid up Share Capital of

AI remains the same.

B. Transferor Company No 2 - INDIAN AIRLINES

AUTHORIZED SHARE CAPITAL

AMOUNT

94, 99, 58,200 Equity Shares of Rs. 10 each

Rs. 949, 95, 82,000/-

50, 04,180 Redeemable Preference Shares Rs.100 each

Rs. 50, 04, 18,000/-

Total

Rs. 1000, 00, 00,000/-

ISSUED, SUBSCRIBED & PAID-UP SHARE CAPITAL AMOUNT

43, 21, 36,489 Equity shares of Rs. 10 each fully paid Rs. 432, 13, 64,890/-

As on April 1, 2007 the Authorized Capital, the Issued Subscribed and Paid up Share Capital of

IA remains the same

As on April 1, 2007 the capital structure of the Transferee Company is as under:

Transferee Company - National Aviation Company of India Limited (NACIL)

AUTHORIZED SHARE CAPITAL

AMOUNT

50,000 Equity Shares of Rs. 10 each

Rs. 5, 00,000/-

ISSUED, SUBSCRIBED & PAID-UP SHARE CAPITAL

AMOUNT

50,000 Equity Shares of Rs. 10 each

Rs. 5, 00,000/-

Transfer of Assets

With effect from the Appointed Date and upon the Scheme becoming effective, the Transferor Companies shall be transferred to and be vested in and/or be deemed to have been transferred to and be vested in and managed by the Transferee Company, as a going concern, without any further deed or act, together with all its properties, assets, rights, benefits and interest therein, subject to existing charges thereon in favor of banks and financial institutions or otherwise, as the case may be and as may be modified by them, subject to the provisions of this Scheme, in accordance with Sections 391-394 of the Act and all other applicable provisions of law, if any.

Without prejudice to Clause 3.1 above in respect of such of the assets of the Transferor Companies as are movable in nature or intangible property or are otherwise capable of transfer by manual delivery or by endorsement and delivery including plant, aircraft, machinery and equipments, the same shall be so transferred or shall be deemed to be so transferred to the Transferee Company and shall upon such transfer become the property and an integral part of the

Transferee Company. In respect of such of the said assets other than those referred hereinabove, the same shall, without any further act, instrument or deed, be vested in and/ or be deemed to be vested in the Transferee Company in accordance with the provisions of Section 394 of the Act.

Transfer of Liabilities

(a) With effect from the Appointed Date and upon the Scheme becoming effective, all debts, liabilities, duties and obligations, secured or unsecured, and whether or not provided for in the books of accounts of the Transferor Companies, whether disclosed or undisclosed in the balance sheet, shall be the debts, liabilities, duties and obligations of the Transferee Company and the Transferee Company undertakes to meet, discharge and satisfy the same.

(b) Where any of the liabilities and obligations attributed to the Transferor Companies on the Appointed Date has been discharged by the Transferor Companies after the Appointed Date and prior to the Effective Date, such discharge shall be deemed to have been for and on behalf of the Transferee Company.

All loans raised and used and liabilities incurred by the Transferor Companies after the Appointed Date but before the Effective Date for operations of the Transferor Companies shall be loans and liabilities of the Transferee Company.

Any guarantee/letter of comfort/commitment letter given by the Government or any agency or bank in favor of the Transferor Companies with regard to any loan or lease finance shall continue to be operative in relation to the Transferee Company

Contracts, Deeds, Approvals, Exemptions etc

(a) With effect from the Appointed Date and upon the Scheme becoming effective, all contracts, deeds, bonds, agreements, schemes arrangements, insurance policies, indemnities, guarantees and other instruments of whatsoever nature in relation to the Transferor Companies, or to the benefit of which the Transferor Companies may be eligible, and which are subsisting or having effect immediately before the Effective Date, shall be in full force and effect on or against or in favor of the Transferee Company and may be enforced as fully and effectually as if, instead of

the Transferor Companies, the Transferee Company had been a party or beneficiary or oblige

thereto.

(b) With effect from the Appointed Date and upon the Scheme becoming effective, all rights and licenses relating to trademarks, know-how, technical know-how, trade names, descriptions, trading style, franchises, labels, label designs, logos, emblems, and items of such nature, color schemes, utility models, holograms, bar codes, designs, patents, copyrights, privileges and any rights, title or interest in intellectual property rights in relation to the Transferor Companies to which the Transferor Companies are a party or to the benefit of which the Transferor Companies may be entitled /eligible shall be in full force and effect on, or against, or in favor of, the Transferee Company as the case may be, and may be enforced as fully and effectually as if, instead of the Transferor Companies, the Transferee Company had been a party or beneficiary or oblige thereto.

(c)The Transferee Company shall be entitled to the benefit of all insurance policies which have been issued in respect of the Transferor Companies and the name of the Transferee Company shall be substituted as "Insured" in the policies as if the Transferee Company was initially a party

(d) With effect from the Appointed Date and upon the Scheme becoming effective the Transferee Company shall replace the Transferor Companies in the respective Air Services Agreements as the designated carrier of India.

With effect from the Appointed Date and upon the Scheme becoming effective, all permits including operating permits, quotas, rights, entitlements, licenses including those relating to tenancies, time slots (including those at foreign airports trademarks, patents, copy rights, privileges, powers, facilities of every kind and description of whatsoever nature in relation to the Transferor Companies, including specifically ,licenses and permits for operating as airlines and carriers of passengers, cargo and mail ,and all rights relating thereto to the benefit of which the Transferor Companies may be eligible and which are subsisting or having effect immediately before the Effective Date, shall be and remain in full force and effect in favor of or against the Transferee Company, and may be enforced fully and effectually as if, instead of the Transferor Companies, the Transferee Company had been a beneficiary or oblige thereto.

With effect from the Appointed Date and upon the Scheme becoming effective, any statutory licenses, permissions, approvals, exemption schemes, or consents required to carry on operations in the Transferor Companies, respectively, shall stand vested in or transferred to the Transferee Company without any further act or deed, and shall be appropriately mutated by the statutory authorities concerned therewith in favor of the Transferee Company. The benefit of all statutory and regulatory permissions, licenses, environmental approvals and consents including the statutory licenses, permissions or approvals or consents required to carry on the operations of the Transferor Companies shall vest in and become available to the Transferee Company pursuant to

the Scheme. The Transferee Company, at any time after the Scheme becoming effective in accordance with the provisions hereof, if so required under any law or otherwise, will execute deeds of confirmation or other writings or arrangements with any party to any contract or arrangement in relation to the Transferor Companies to which the Transferor Companies are a party in order to give formal effect to the above provisions. The Transferee Company shall, under the provisions of this Scheme, be deemed to be authorized to execute any such writings on behalf of the Transferor Companies and to carry out or perform all such formalities or compliances, referred to above, on behalf of the Transferor Companies.

Reasons of Merger

Merger of the Transferor Companies with the Transferee Company, along with a comprehensive

transformation program, is imperative to improve competitiveness. It will provide an opportunity

to leverage combined assets and capital better and build a stronger sustainable business.

Specifically, the merger will -

•

Create the largest airline in India and comparable to other airlines in Asia. The merger between the two state-run carriers will see the beginning of the process of consolidation in the Indian aviation space - the fastest growing in the world followed by China, Indonesia and Thailand.

•

Provide an Integrated international/ domestic footprint which will significantly enhance customer proposition and allow easy entry into one of the three global airline alliances, mostly Star Alliance with global consortium of 21 airlines.

•

Enable optimal utilization of existing resources through improvement in load factors and yields on commonly serviced routes as well as deploy 'freed up' aircraft capacity on alternate routes. The merger had created a mega company with combined revenue of Rs 150 billion ($3.7billion) and an estimated fleet size of 150. It had a diverse mix of aircraft for short and long haul resulting in better fleet utilization.

•

Provide an opportunity to fully leverage strong assets, capabilities and infrastructure.

•

Provide an opportunity to leverage skilled and experienced manpower available with both

the Transferor Companies to the optimum potential.

•

Provide a larger and growth oriented company for the people and the same shall be in

larger public interest.

Potential to launch high growth & profitability businesses (Ground Handling Services,

Maintenance Repair and Overhaul etc.)

•

Provide maximum flexibility to achieve financial and capital restructuring through

revaluation of assets.

•

Provide an increased thrust and focus on airline support businesses.

•

Economies of scale enabled routes rationalization and elimination of route duplication. This resulted in a saving of Rs1.86 billion, ($0.04 billion) and the new airlines will be offering more competitive fares, flying seven different types of aircraft and thus being more versatile and utilizing assets like real estate, human resources and aircraft better. However the merger had also brought close to $10 billion (Rs 440 billion) of debt.

•

The new entity was in a better position to bargain while buying fuel, spares and other materials. There were also major operational benefits as between the two they occupied a large number of parking bays and hangers, facilities which were usually in acute short supply, at several large airports in the country. This worked out to be a major advantage to plan new flights at most convenient times.

•

Traffic rights - The protectionism enjoyed by the national carriers with regard to the traffic right entitlements is likely to continue even after the merger. This will ensure that the merged Airlines will have enough scope for continued expansion, necessitated due to their combined fleet strength. The protectionism on traffic rights have another angle, which is aimed at ensuring higher intrinsic value , since the Government is likely to divest certain percentage of its holding in the near future.

Revenue synergies will be driven by integration of the 'complementary' networks of the Transferor Companies. Cost and capital productivity synergies will be driven by opportunities for leveraging economies of scale and opportunities for rationalizing overlapping facilities and infrastructure. In addition to these synergies, the amalgamation will also provide an opportunity to initiate a comprehensive transformation program to improve the overall competitiveness of the merged airline i.e. the Transferee Company. This, while improving the financial position would help position and equip the merged entity to better face the current and future challenges arising out of intense competition and declining industry profitability.

In furtherance of the aforesaid, this Scheme of amalgamation provides for the transfer and vesting of all the undertakings, properties, assets and liabilities of each of the Transferor Companies to and in the Transferee Company.

Post-Merger Scenario -Revenue performance of NACIL

(Source: Magic Carpet Official Magazine of AIR INDIA)

Integration is incomplete

Accenture, the consultant that inked the blueprint of Air India-Indian merger in 2006, had advised the Centre to integrate 748 officials up to the level of deputy general manager (DGM) within nine months of the Cabinet clearance, to ensure that the merger pays off. Twenty-five months later, NACIL has been able to integrate 44 officials up to the level of executive director (ED), according to two board members of NACIL.

Hit by recession

NACIL, like other air carriers, is hit hard by the slowdown crimping passenger and cargo traffic. Air passenger traffic fell for the seventh month in a row by 11 per cent year-on-year in January 2009. In that month, NACIL's load factor, the number of tickets sold in proportion to the total number of available seats, was the lowest (domestically) at 60.2 per cent. The core cost drivers - including line maintenance, ground handling, terminal services, flight operations/ dispatches and ticket sales - should have been merged first for synergies to translate into actual benefits. NACIL's employee-to-aircraft ratio, a gauge of efficiency, is the highest among its peers at 222:1 (the global average is 150:1), resulting in a surplus employee strength of almost 10,000. The wage bill of the merged company, which was 23 per cent of total expenditure at the time of incorporation, is expected to rise sharply due to a grade re-alignment.

Fleet Expansion

NACIL's fleet expansion seems out of sync with the times, as most airlines are actually rounding their fleet and cancelling orders for new planes. While other Indian airlines have withdrawn over a third of their aircraft orders slated for delivery in 2009, NACIL plans to induct 30 aircraft in this fiscal and another 45 by March-end 2012. This means NACIL would face a wall of debt going forward. A NACIL board member informed that the company's total debt in the medium term is estimated at Rs 79,000 crore. "It will need Rs 44,000 crore for plane purchases. It has Rs 22,000 crore in long term loans and another Rs 13,000 crore as working capital loans," he said.

Mutual Distrust and strong unions

The distrust between the two sides of Air India and Indian Airlines is almost palpable. For sure, many jobs will become redundant when functions are unified. Many of those appointed are from Indian Airlines, fuelling resentment among Air India employees. Integration has become a tightrope walk for the management. Strong opposition from unions against management's cost- cutting decisions through their salaries have led to strikes by the employees/

Increased Competition

The flux at the top has led to delays in decision-making at a time when demand for air travel has dropped around 8-10% over the last year and competition has heated up in the sector. The national carrier's domestic market share has been under pressure ever since budget carriers and new private airlines took wing. Air India's domestic market share dropped from 19.8% in August 2007, when the merger took place, to 13.9% in January 2008 before rising to 17.2% in February 2009.

Lower load factor

Though the overall operating performance has been steady, Air India passenger load factor of 63.2%, which was the company's record, lags the industry average of 75% in 2006-07.The load factor difference is even greater when compared to other low fares carriers such as Air Deccan. The company's load factor is decreasing year by year, in 2005- 06 load factor is 66.2% which is more than present load factor. Air India load factor is likely to be low because of the much higher frequency operated on each route. Lower load factor could decrease the company's margins.

Conclusion

The merger of Air India and Indian is the most significant recent development for India's aviation sector. Managed correctly, the combined entity has huge potential as the largest airline in one of the world's largest and fastest growing economies. Global alliances will be attracted by its extensive network in an untapped part of the world (and indeed Star Alliance is due to vote on Air India's membership later this week). However, the complexity of overseeing a merger taking place against such a challenging environment cannot be overstated, albeit there was no other option. Ultimately, Air India will need to be privatized over the next 3-5 years to introduce commercial disciplines. A partial IPO, scheduled for 2008/09 would be the first step, although the value that can be achieved will be highly dependent on the results from the integration process over the next 12-18 months. A

Heavily debt-laden ledger will not make that process easy, unless profitability is strong. Introducing a strategic partner would ideally precede this first step, but would probably follow. Yet an Indian partner might raise competition concerns, and an overseas partner would require changes in the regulations which currently prohibit foreign airlines from holding a stake in Indian carriers. If Air India can successfully navigate through the next couple of years, it has the potential to become a major Asian airline, but 2008 will be critical.

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