Agility in a challenging year: HLB’s Global Annual Review 2020
In this report, HLB International looks at issues that impact their stakeholders around the globe including clients, people and the communities they operate in.
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The need for Due Diligence in Mergers and Acquisition in UAE
Alamin Ahmednegash sied
COVID-19 has affected most SME business sectors in 2020 and the current year 2021. The impact of the pandemic still exists in current market which is forcing many businesses to close their businesses and face financial losses.
With the start of COVID -19 vaccination and re-opening of markets, many companies which were having good market position pre-covid are planning to continue their activities either by merging with other business entities in the same sector or selling out their business.
At this point, due diligence is required, which is the process of investigation or verification that takes place before entering into an agreement with a target entity to determine the risk and unexpected/unforeseen liabilities which may arise in the future.
The buyer/investor, before taking over or merging with other entity, needs an assurance of what they are getting and would need to know several important details. Some of them would include:
- Fair valuation of the entity, what he is buying, nature of the business, and sustainability
- Asset condition- wear and tear, useful life
- Aging of receivables and inventory
- Intellectual property and resources that the entity has ( man-power skill and other resources)
- Any onerous or binding contracts
- Liabilities and guarantees made by the entity or group companies
- On-going litigation and any government proceedings against the entity
- Relationships with existing customers, major customer dependencies
- Lead pipelines and prospects of potential customers
- Unusual income or expenses which result in a misrepresented financial report – window dressing, inter-company activities, etc.
- Dependence on key employees and the likelihood of their tenure
- Other financial and operational details
The due diligence will help the investor to decide whether the deal is valuable while comparing to their portfolio or not. Due Diligence also provides financial forecasts and key assumptions to the buyer to assess the feasibility of the forecast.
A good Due Diligence will cover wider details that include financial, operational, and technical information – going far beyond financial statements or a statutory audit report.
Such a Due Diligence will cover the below areas:
- Review of historical (say, last three to five years) financials and the current period’s trial balance to give detailed financial ratio analysis and hence, projections of the target future performance.
- Analyze Product/service/branch wise revenue and profitability and recommendations on key operational decisions such as produce v/s buy and close v/s open markets (or outlets in the case of retail) etc.
- Details of contracts with customers who have contributed to a large portion of revenue.
- Give details for pricing mechanism and considerations (including discounts, promotions, etc.) and historical evolution of pricing for all revenue streams.
- Details of other income, including any financial income, grants, the release of provisions, etc., recorded during the period under review.
Liabilities and other areas
- Employee End of service calculations and detailed provision workings
- Details of any other liabilities with respect to other stakeholders (staff – excluding EOSB, vendors, Federal Tax Authority, shareholders, etc.)
- Details of any identified off-balance-sheet contingencies and/ or commitments, including any lease obligations
- Details of any debt from third parties, including related parties with background, and progressive repayment details
- Documents pertaining to all pending Leases, Guarantees, Major payable commitments
- Details of pending litigations if any, including litigations pertaining to frauds, IT security breaches, thefts, etc.
- Review the legal documents Trade licenses, Memorandum of Association(M.O.A.)
- Review the details of legal due (Tax and other due)
HLB HAMT has a team of Due Diligence experts in UAE who can assist in recognizing possible risks and potential opportunities and make the process of mergers and acquisitions easier to handle, thorough and diligent.
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AML and CFT Registration deadline in UAE Extended till April 30
Raghunath. T, Director
The Ministry of Economy has extended the deadline for registration of AML and CFT till the end of April for “Designated Non-Financial Businesses and Professions” (DNFBP`s). The decision for extension was made due to the large number of companies seeking registration and also considering the COVID-19 situation.
Sectors that come under “Designated Non-Financial Businesses and Professions” category are Real Estate Sector, Auditors, Dealers of precious metals and gemstones, and Corporate Service Providers. The registration has been made mandatory for all the companies on the goAML system and automatic reporting system for sanctions lists. All the necessary requirements for complying with Federal Law No. 20 of 2018 should be taken post registration.
All companies are requested to make use of the extension to avoid heavy fines that shall be imposed on those who register after the deadline; starting from AED 50000, it can go up to AED 5 million. For those that fail to register could have their license suspended or can even result in closure of the company.
Assistant Under-secretary for the supervision and follow-up sector at the Ministry of Economy, Abdullah Sultan Al Fan Al Shamsi, said, “Due to the increased level of response in the business sector and non-financial professions identified for mandatory registration, the Ministry of Economy decided, in coordination with its partners from the relevant government agencies, to extend the grace period granted to the target companies and give them more time until the end of the current month to complete the registration process and begin taking the necessary legal measures to comply with the requirements of the law and its implementing regulations.”
“The goal is to ensure compliance and not impose violations, and the decision was made taking into consideration of the state of several business sectors and companies that are facing trouble due to the pandemic and its repercussions on a global scale. The Ministry of Economy is keen on building a solid and positive relationship with the private sector based on the principle of partnership”, he added.
He also emphasized the role of non-financial business and private sector as a partner in supporting the government to deal with combat money laundering and in building a safe and stable economic environment.
Al Shamsi pointed out that majority of the companies in the sector have registered and complied to the AML and CFT regulations but still a percentage of companies have not yet registered. The extension of deadline will give them the opportunity to hurry up their registration, avoid violations and to protect their business and investments from money laundering risks through their compliance with the government regulations.
“Extending the grace period without applying any violations before April 30 allows companies fulfill their obligations and initiate registration”, said Safia Al Safi, Director of the Anti-Money Laundering Department at the Ministry of Economy.
The ministry had received numerous phone calls and enquiries too during the month of March which enabled them to come up with the decision of extension of deadline. The country is trying to manage and control money laundering and terrorism financing crimes that are on the rise. With the support and cooperation of the people it can be done smoothly and in a jiffy. Through strict compliance of the government regulations, the country will soon be able to attain their goal offering maximum support and security to the companies as well.
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Why RPA is trending among HR executives in the UAE?
Midhun Menon P
The Human Resources sector in the Middle East is ever so changing, thanks to some close-nit business competition and the arrival of new technologies. Improving Employee Experience is now the top priority of many HR executives around the UAE. If you ask any HR around the globe let alone this region, automation of HR functionalities is the main change they want to be implemented as fast as possible. A study from KPMG reveals that close to 60% of HR executives want an increase in their technology budget to incorporate new technology aids to help them in their processes.
Among the new age technologies, Robotic process automation (RPA) is one of the most sought after one, as it combines both Artificial Intelligence and Machine Learning to automate some of the complex time-consuming jobs. It is considered one of the excellent methods to improve HR’s data management capability. Software bots is used to automate high volume transactions in the HR department and eliminates any kind of manual intervention. These tasks include onboarding, payroll processing, training scheduling etc. Though the main benefit is the significant reduction of time and error free outputs, RPA also brings down HR Related costs significantly. Moreover, it allows the HR executives to dedicate the time for more valuable activities for the company.
If you ask any HR, the biggest time they spend on is going through hundreds and thousands of resumes. A lot of them will be a waste of time. With the help of pre-programmed RPA Bots, we can easily scan these resumes and compare with your put-up Job description and select the best available candidates for the job interview. The system can also schedule the interview based on the panel’s availability and convenience and intimate the candidate about the same.
Once, the candidate is selected, the next job of the HR is sending the offer letter. There will be a lot of rules and regulations that must be incorporated into the offer letter and is subjected to change based on the selected person’s job role. The Bots can check the job role and prepare an appropriate offer letter suiting the same. These applications can also be manually controlled if needed from time to time.
Next process is onboarding the selected person. Several sections of the departments would be involved in the onboarding, from creating a company email id, giving guidance documents, allocation of systems to installation of software, Access Card initiations, etc. Company can create a programmed workflow Bots to perform all the above-mentioned tasks, which will complete the onboarding process in a matter of minutes upon a new joiner’s induction.
Payroll & Data Management
Another major area where automation can be of a big help is Payroll Preparation & Data Management. An employee’s data should be always up to date and error-free. Through proper data cleansing processes, HR executives can easily filter unwanted data of past employees as well. The larger the size of the company, more complex would be the data management process. The Bots can take data from various database systems and create or remove data based on a particular employee. This will ensure the much-needed data consistency across departments.
In the case of Payroll preparation process, Bots can first check through to the employee attendance logs and mark out the inconsistencies and absence accordingly. The system can then prepare the payroll accordingly and automate lot of manual data entries and not to mention countless work hours to prepare the same. Just to add to it, other expenses like travel receipts and outstanding payments can be added against an employee automatically.
Although, there are still plenty of HR-related RPA use cases like employee training, exit management, preparing reports, etc., Recruitment and Payroll & Data Management are the two areas where RPA can be of maximum help. It Is extremely cost-effective and according to studies, saves around 50 to 70 percent of an HR executives time with automation.
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