Documenti di Didattica
Documenti di Professioni
Documenti di Cultura
“MERGERS&ACQUISITIONS”
IN
RANE ENGINE VALVE.LTD”
BY
S.MURALIKRISHNA
HT NO: 07N31E0027
1
DECLARATION
I hereby declare that this project work entitled “MERGERS & ACQUISITIONS
OF RANE ENGINE VALVE LIMITED” is my work, carried out under the guidance of
my faculty guide and my company guide Mr.A.SRINIVAS RAO. This report of neither
full nor in part has ever been submitted for award of any other degree of either this
university or any other university.
S.MURALI KRISHNA
(07N31E0027)
2
ACKNOWLEDGEMENTS
At the outset, I would like to thank THE RANE ENGINE VALVES for giving me the
approval to do the project in their organization. I am grateful to Mr. PRASAD, Finance
Manager of THE RANE ENGINE VALVES for the moral support, encouragement and
generous assistance.
I thank my guide, Mr. A.SRINIVAS RAO Finance Executive for his encouragement and
guidance, spending his valuable time.
I thank my faculty guide Mr. T. SATISH KUMAR, Guiding and coordinating the Project
work. This Project would not have been possible without his help.
I also wish to recognize and thank Prof. K.R.K.MURTHY and Associate K. HARI
KRISHNA for inspiring me to make the best of the opportunity provided. I am thankful
to many individuals in the Department of Business Management for their professional
assistance.
3
CONTENTS
1. Introduction 06-12
Objectives
Methodology
Limitation
Bibliography 78
4
CHAPTER-1
INTRODUCTION
5
INTRODUCTION
6
and (ii) buying a company is more complicated than buying a new machine in that the
firm is to address itself to many tax, legal and accounting issues.
Types
ACQUISITIONS\TAKEOVERS
FINANCIAL FRAMEWORK
This section discusses the financial framework of a merger decision. It covers three inter
related aspects: (i) determining the firm’s value, (ii) financing techniques in merger, and
(iii) analysis of merger as a capital budgeting decision.
7
the operating and financial characteristics of the acquiring firm. It is, therefore, not
possible to place a single value for the acquired firm. To determine an acceptable price
for a firm, a number of factors, quantitative as well as qualitative, are relevant. The
quantitative factors relate to (i) the value of the assets and (ii) the earnings of the firm.
Based on the assets’ values and earnings, these factors include book value, appraisal
value, market value and earnings per share.
Book Value The book value of a firm is based on the balance sheet value of the
owner’s equity. It is determined by dividing net worth by the number of equity shares
outstanding. The book value, as the basis of determining a firm’s value, suffers from a
serious limitation as it is based on the historical costs of the assets of the firm. Historical
costs do not bear a relationship either to the value of the firm or to its ability to generate
earnings. Nevertheless, it is relevant to the determination of a firm’s value for several
reasons. (i) it can be used as a starting point to be compared and complemented by other
analyses, (ii) in industries where the ability to generate earnings requires large
investments in fixed assets, the book value could be a critical factor where especially
plant and equipment are relatively new, (iii) a study of the firm’s working capital is
particularly appropriate and necessary in mergers involving a business consisting
primarily of liquid assets such as financial institutions.
Market Value The market value as reflected in the stock market quotations comprises
yet another approach for estimating the value of a business. The justification of market
value as an approximation of true worth of a firm is derived from the fact that market
quotations by and large indicate the consensus of investors as to the firm’s earning
potentials and the corresponding risk.
8
Earning Per Share According to this approach, the value of a prospective
acquisition is considered to be a function of the impact of the merger on the earnings per
share (EPS). In other words, the analysis could focus on whether the acquisition will have
a positive impact on the EPS after merger or it will have the effect of diluting it. The
future EPS will effect the firm’s share prices which is a function of price-earnings (P\E)
ratio and EPS.
9
OBJECTIVES OF THE STUDY
To study the system of Demerger, Mergers & Acquisitions in Rane Engine Valve
Ltd.
To appraise the reasons behind the Demerger & Merger of the company.
10
METHODOLOGY
Secondary source of data: Secondary data was collected from the textbooks
mentioned in the bibliography, records of the organization.
Analysis of data: For the purpose of analysis, feedback was collected from the
employees in the organization by the way of questionnaire. Data collected is
represented in the form of percentages and graphs and analysis has been done on
the basis of these percentages and graphs.
11
LIMITATIONS
Owing to the busy schedule of the executives and the staff in the company,
exhaustive primary data could not be collected, which might affect the result of
the study.
Recommendations of the study are only personal opinions. Hence judgments may
not be considered as ultimate and standard solutions.
12
CHAPTER-2
INDUSTRY PROFILE
13
GLOBAL SCENARIO
The history of the automobile begins with the technological breakthroughs that
occurred in Europe during the early 1800's and continues a century later with the
pioneering efforts of American manufactures to begin mass-producing cars. The world
economic downturn leading up to World War II led to consolidation in the fragmented
automobile manufacturing market, while in the postwar period, renewed economic
growth, television advertising, and an expanding road system accelerated sales for
automobile producers in many industrialized countries. Design, service, and speed
became trademarks of the successful companies, as evidence by the every growing range
of car models and the increasing popularity of NASCAR racing in the United States.
Current Scenario:
• The automobile industry crossed a landmark with total vehicle production of 10
million units.
• The two-wheeler market grew by 13.6 per cent with 70,56,317 units against
62,09,765 units in 2004-05.
• Commercial vehicles segment grew at 10.1 per cent with 3,50,683 units against
3,18,430 units in 2004-05.
14
INDIAN SCENARIO
The first motor car on the streets of India was seen in 1898. Mumbai had its first
taxicabs in the early 1900. Then for the next fifty years, cars were imported to satisfy
domestic demand. Between 1910 and 20's the automobile industry made a humble
beginning by setting up assembly plants in Mumbai, Calcutta and Chennai. The
import/assembly of vehicles grew consistently after the 1920's, crossing the 30,000 mark
in 1930. In 1946, Premier Automobile Ltd (PAL) earned the distinction of manufacturing
the first car in the country by assembling 'Dodge DeSoto' and 'Plymouth' cars at its Kurla
plant. Hindustan Motors (HM), which started as a manufacturer of auto components
graduated to manufacture cars in 1949.
The Indian automotive industry has grown at a staggering pace over the last few years.
The US$ 6.8 billion industry has registered a CAGR of 17% between “1998-2003” and is
projected by ACMA (Auto Components Manufacturers Association of India) to grow at a
15% CAGR till fiscal 2012.
On the other hand, the high import tariffs and price sensitiveness of the Indian car
buyer made it unviable for these companies to import components from their global
suppliers. Therefore, the carmakers had to persuade their overseas components suppliers
to set up local manufacturing base in India. For example, Delphi followed after General
Motors opened its plant in the state of Gujarat in 1995 and Viste on followed by Ford in
1998.
15
about 30%. They began to explore the possibility of exporting back these low cost, high
quality components to their global factories and thus reduce their overall costs.
Car manufacturing in India first began in late 1940s. Earlier a couple of cars made by
foreign technology were manufactured in India. But now, cars made my Indian car
manufacturers dominate the business.
The future of car manufacturing in India is bright. Sensing this, foreign car manufacturers
like Ford, Toyota, Hyundai, Suzuki, Honda and Skoda are spreading their base in the
country. Domestic car manufacturers have also contributed to the growth of the
automobileindustryinIndia.
Indian automobile industry has grown leaps and bounds since 1898, a time when a car
had touched the Indian streets for the first time. At present it holds a promising tenth
position in the entire world with being # 2 in two wheelers and # 4 in commercial
vehicles. Withstanding a growth rate of 18% per annum and an annual production of
more than 2 million units, it may not be an exaggeration to say that this industry in the
comingyearswillsoontouch.
ReasonsofGrowth
Economic liberalization, increase in per capita income, various tax relief policies, easy
accessibility of finance, launch of new models and exciting discount offers made by
dealers all together have resulted in to a stupendous growthofIndiaautomobileindustry.
MarketShare
Automobile industry of India can be broadly classified under passenger vehicles,
commercial vehicles, three wheelers and two wheelers, with two wheelers having a
maximum market share of more than 75%. Automobile companies of India, Korea,
Europe and Japan have a significant hold on the Indian market share. Tata Motors
produces maximum numbers of mid and large size commercial vehicles, holding more
that 60% of the market share. Motorcycles tops the charts of two wheelers with Hero
Honda being the key player. Bajaj by far is the number one manufacturer of three
wheelersinIndia.
16
Passenger vehicle section is majorly ruled by the car manufacturers capturing over 82%
of the total market share. Global recession has impacted, the Indian automobile industry
also and can be seen clearly in the sales figures of the last financial year. Even then this
industry has high hopes in 2009-2010, as banks have reduced loan interest rates and the
major chuck of automobile customers belong to the middle income group who are
becoming economically stronger with every passing day.
The two wheelers manufacturers in India are, at present, doing good business. Especially
in the past few years, the two wheelers manufacturers have witnessed intense growth in
this sector.
As per the survey it has been seen that the total number of the two wheelers and three
wheelers produced in India in the period 2006 - 07 were around 9 million..
Bajaj Auto: In collaboration with Kawasaki Heavy Industries of Japan, this company
is the largest exporter of two and three wheelers in India. It was established in the year
1926 by Jamnalal Bajaj. The popular brands of this company are Pulsar and Discover
DTSi. In 2005 the Discover DTS-i was chosen as Bike of the Year for its superb design
byOverdriveAwards.
Hero Honda Motors: It is the World's No.1 two-wheeler manufacturing company.
The company, in collaboration with Hero Cycles of India and Honda Motor of Japan, is
known for some popular brands like Achiever, CBZ, CD Dawn, Karizma, Passion,
Pleasure and Splendor. Founded by Munjal Brothers, this group was established in the
year 1984 (The Hero Group was established in 1956). In 2006, Hero Honda Achiever
won NDTV Profit CarIndia & BikeIndia Awards for the Motorcycle of the Year
Majestic Auto Ltd: The Hero Majestic range of mopeds was launched in the year
1978. By 1983, this group was India's leading manufacturer of mopeds. Hero Panther,
Hero Panther 4S, Hero Gizmo, Hero Stallion 4S and Hero Ankur are the famous brands
of this company. It is one of the largest producers of mopeds in India.
17
Scooters India Ltd: This ISO 9001:2000 and ISO 14001 Company was incorporated
in 1972. This integrated automobile plant not only manufactures automobiles, but also
designs,developsandmarketsthem.
18
CHAPTER-3
COMPANY PROFILE
19
COMPANY PROFILE
Mission:
Every Rane Company is focused on providing superior products and service to
the transportation, industrial, and farm sectors. The Company mission is to maintain
market leadership through quality, innovation, cost efficiency and modern manufacturing
technology. As a responsible corporate entity, they believe augmentation of exports and
respect for the environment is vital. Within this framework they will optimise the use of
resources and fulfill the expectations of our stakeholders.
Value:
Rane will ensure the highest standards of business ethics and integrity in all our
actions. They believe this to be vital to the success of the Rane enterprise. They also
encourage every employee to share this value.
20
Rane Group India:
1995 – Three new companies were incorporated for the manufacturing of:
Clutch assemblies
Energy absorbing steering columns
Seat belt systems
About REVL:
REVL had been established in 1959 in collaboration with TRW Inc., USA. It
consists of four manufacturing plants situated two at Chennai and two at Hyderabad. It is
a leading manufacturer of valve train components in India enjoying excellent reputation
for product quality and reliability as a supplier.
21
The basic products of REVL are:
• Engine Valves
• Valve Guides
• Tappets
• Crank shafts for Compressors
• Clutch Booster
Associate Companies:
A testimony to Rane’s ability to impart their absorbed technology is the
strategic alliance with Kar Mobiles Limited (KML). Rane has provided technology and
management expertise. KML today manufactures automotive valves as also large diesel
valves for locomotive engines and deface applications.
Through Kold Form Tech (India) Pvt. Ltd., another strategic association in India,
the group has successfully harnessed cold forging technology. For better access to the
widespread Indian aftermarket, JMA Rane Marketing Ltd. has been created. This has
significantly widened the reach of the group.
22
Customers
Domestic Customers:
Rane is either number one or two in every market segment they serve. They
supply to all the OEMs and engine manufactures in the country in addition to being a
significant supplier to the aftermarket. The OEM customers include:
Ashok Leyland
Escorts
Eicher
Ford
Fiat
Hero Honda
Honda
Hyundai
Indian Railways
Manhindra & Mahindra
Maruti Udyog Limited
TELCO
Toyota
TVS – Suzuki
TAFE
Tata Cummins
International Customers
23
Rane products reach over a hundred customers across the global in 19 countries
including: Australia, Dubai, Germany, Italy, Japan, Singapore, South Korea, UK and
USA.
24
Weld tipped Engine Valves – enhanced wear / temperature
performance.
Rotatory type control valve for Power Steering – compact and
direct acting.
Ground gear teeth on Rack Piston – superior performance of
steering gears
With their sights set on the moving target of customer delight, Rane
companies are constantly reviewing their manufacturing systems, moving towards
cellular manufacturing, JIT deliveries and eliminations of non – value added activities in
all their operations.
The strong alliances are:
TRW Inc. USA – Power Steering systems, all Joints, Seat Belt
Systems and Engine Valves.
NSK Japan – Energy Absorbing Steering columns, Manual RCB
Steering gears
Nisshinbo Ind., Japan – Brake Linings, Disc Pads and Clutch
Facings
BBA, UK – Railway Brake Blocks
Unisia JKC, Japan – Hydraulic Steering Pumps.
Plant – 2, REVL:
The plant on the whole consists of three shops – Forge Shop, Machine Shop and
Process Shop where the different processes are carried out. The segments serviced by the
25
plant include Passenger Cars, Commercial Vehicles (LCV / MCV / HCV), Multi Utility
Vehicles and Tractors.
The plant is certified as per QS 9000 and ISO 14000 standards and working
towards the implementation of Total Quality Management (TQM). It has implemented
the concepts of Daily Routine Management (DRM) and also Quality Circles.
Rane Today:
The evolution of Rane Group reflects the growth trends of the automotive sector
in a developing nation. Spurred by vision, nurtured through technology, the seven Rane
Companies today manufacture twelve different product lines in seventeen locations. They
turn out components for prime movers as also safety critical products for steering and
braking.
26
The company's new plant at Tiruchy, Tamil Nadu which has commenced
production is expected to break even within 12 months from now. The incremental
depreciation and interest of the new plant at Tiruchy also affected the profitability. It's
domestic OE and Exports business were down by 2% and 19% respectively. The export
market, mainly Europe was severely affected due to the global economic meltdown. The
extreme volatility in input costs and foreign exchange affected the profitability.
Customer Delight
through Total Quality
27
Engine valves * Valve Guides * Tappets * Camshafts *Manual Steering Systems
*Integral Power Steering Systems *Brake Linings * Clutch Facings * Disc Pads
*Railway Brake Blocks *Seat Belt Systems *Energy Absorbing Steering Columns.
Product Range
28
6. Rane Nastech Limited Energy Absorbing Steering Columns
Associate Companies
The Group has access to World Class Technology through strong alliances :-
Unisia JKC,
29
Japan - Hydraulic Steering Pumps
SALES PROFILE
22%
53%
25%
30
SALES BY APPLICATIONS
TW
Com Veh
17% 27%
ST Eng
9%
PC
38%
FTR
9%
31
MARKET SHARE
OTHERS
20% KML
20%
32 REVL
60%
DOMESTIC OEM CUSTOMERS
EXPORTS
33
REVL is one of the earliest exporters of auto components from India. Exports have
been growing at a healthy rate during the past three years and represent 22% of
sales.
Importing countries include Australia,U.K, Germany, Italy, Iran, USA, Middle East
and the Far East.
REVL’s Overseas OE customers include reputed passenger cars, tractor and other
engine manufacturers.
34
Product range – Cast products
Camshafts
Tappets
Guides
35
Quality System
• Well-equipped standards rooms and testing facilities to build quality into the
products.
• Won the National Award for Quality instituted by the Automotive Components
Manufacturers’ Association ( ACMA) for the year 1992-93.
• Five times winner of the “Best Vendor Award” from Maruti – Suzuki ( largest car
manufacturer in India) – 92-93, 95-96, 96-97, 98-99 & 00-01
36
• Excellent record in product quality and delivery.
Valves had been one of the early items to be indigenised by several OEMs. With
well-established design, testing and NPD capability, REVL continues to be the
preferred source to all OEMs in the country. The development projects cover
major OEMs like Maruti – Suzuki, Hyundai Motors, Hero – Honda to mention a
few.
Today, REVL is single source for valves for as many as 10 OEMs.
37
CHAPTER-4
REVIRE OF LITERATURE
38
INTRODUCTION
Profitable growth constitutes one of the prime objectives of most of the
business firms. It can be achieved ‘internally’ either through the process of
introducing\developing new products or by expanding/enlarging the capacity of existing
products. Alternatively, the growth process can be facilitated ‘externally’ by acquisitions
of existing business firms. This acquisition may be in the form of mergers, acquisitions,
amalgamations, takeovers, absorption, consolidation, and so on. Although the legal
procedure involved in these are different, in view of the perspective of economic
considerations (motives and effect) these terms are used interchangeably here.
39
However, merger evaluations are relatively more difficult vis-à-vis capital
budgeting decisions, the two chief reasons being: (i) all benefits from merger are not
easily quantifiable and so also all costs, for instance, benefits of less competition and
economies of scale (technical, managerial, financial) are not easily measurable attributes;
and (ii) buying a company is more complicated than buying a new machine in that the
firm is to address itself to many tax, legal and accounting issues.
Types
Horizontal Merger Horizontal merger takes place when two or more corporate firms
dealing in similar lines of activity combine together. Elimination or reduction in
competition, putting an end to price-cutting, economies of scale in production, research
and development, marketing and management are the often cited motives underlying such
mergers.
40
Vertical Merger Vertical merger occurs when a firm acquires firms ‘upstream’ from
it and\or firms ‘downstream’ from it. In the case of an ‘upstream’ merger, it extends
to the suppliers of raw materials and to those firms that sell eventually to the
customer in the event of a ‘downstream’ merger. Thus, the combination involves two
or more stages of production or distribution that are usually separate. Lower buying
cost of materials, lower distribution costs, assured supplies and market, increasing or
creating barriers to entry for potential competitors or placing them at a cost
advantage are the chief gains accruing from such mergers.
Synergy It results from complementary activities. For instance, one firm may have a
substantial amount of financial resources, while the other has profitable investment
opportunities. Likewise, one firm may have a strong research and development (R & D)
41
team whereas the other may have a very efficiently organized production department.
Similarly, one firm may have well-established brands of its products but lacks marketing
organization and another firm may have a very strong marketing organization. The
merged concern in all these cases will be more efficient than the individual firms. And,
hence, the combined value of merged firms is likely to be greater than the sum of the
individual entities (units).
Fast Growth Merger often enables the amalgamating firm to grow at a rate faster
than is possible under internal expansion route via its own capital budgeting proposals
because the acquiring company enters a new market quickly, avoids the delay associated
with building a new plant and establishing the new line of product. ‘Internal growth is
Tax Benefits Under certain conditions, tax benefits may turn out to be the underlying
motive for a merger. These conditions relate to the tax laws allowing set-off and carry-
forward of losses. It may be beneficial to merge a firm, (saddled with large tax carry-
forward losses) with a firm having sufficient current earnings. The argument is that this
tax-loss carry forward will reduces the taxable income of the new merged firm, with its
obvious impact on the reduction of tax liability.
42
Limitations
However, merger suffers from certain weaknesses. The chief ones are discussed as under:
First, a merger may not turn out to be a financially profitable proposition in view
of non-realization of potential economies in terms of cost reduction. Second, the
management of the two companies may not go along because of friction. Third,
dissenting minority shareholders may cause problems. Finally, it may attract government
anti-trust action in terms of the Monopolies and Restrictive Trade Practices Act.
FINANCIAL FRAMEWORK
This section discusses the financial framework of a merger decision. It covers three inter
related aspects: (i) determining the firm’s value, (ii) financing techniques in merger, and
(iii) analysis of merger as a capital budgeting decision.
Book Value The book value of a firm is based on the balance sheet value of the
owner’s equity. It is determined by dividing net worth by the number of equity shares
outstanding. The book value, as the basis of determining a firm’s value, suffers from a
serious limitation as it is based on the historical costs of the assets of the firm. Historical
43
costs do not bear a relationship either to the value of the firm or to its ability to generate
earnings. Nevertheless, it is relevant to the determination of a firm’s value for several
reasons. (i) it can be used as a starting point to be compared and complemented by other
analyses, (ii) in industries where the ability to generate earnings requires large
investments in fixed assets, the book value could be a critical factor where especially
plant and equipment are relatively new, (iii) a study of the firm’s working capital is
particularly appropriate and necessary in mergers involving a business consisting
primarily of liquid assets such as financial institutions.
Market Value The market value as reflected in the stock market quotations comprises
yet another approach for estimating the value of a business. The justification of market
value as an approximation of true worth of a firm is derived from the fact that market
quotations by and large indicate the consensus of investors as to the firm’s earning
potentials and the corresponding risk.
44
The capital budgeting decision, the merger decision requires comparison between the
expected benefits [measured in terms of the present value of expected benefits\cash
inflows (CFAT) from the merger] with the cost of the acquisition of the target firm. The
acquisition costs include the payment made to the target firm’s shareholders and the
payment made to discharge the external liabilities of the acquired firm less cash proceeds
expected to be realized by the acquiring firm from the sale of certain assets of the target
firm. The decision criterion is ‘to go for the merger’ if the net present value (NPV) is
positive; the decision would be ‘against the merger’ in the event of the NPV being
negative.
Scheme of Merger\Amalgamation
Whenever two\more companies agree to merge with each other, they have to prepare a
scheme of amalgamation. The acquiring company should prepare the scheme in
consultation with its merchant bankers\financial consultants. The main contents of a
model scheme are as listed below.
• Description of the transferor and the transferee company and the business of the
transferor.
• Their authorized, issued and subscribed\paid-up capital.
• Basis of scheme: Main terms of the scheme in self-contained paragraphs on the
recommendation of valuation report, covering transfer of assets/liabilities, transfer
date, reduction or consolidation of capital, application to financial institutions as
lead institution for permission and so on.
• Change of name, object clause and accounting year.
• Protection of employment.
• Dividend position and prospects.
• Management: Board of directors, their number and participation of transferee
company’s directors on the board.
• Application under sections 391 and 394 of the companies Act, 1956, to obtain a
high court’s approval.
• Expenses of amalgamation.
• Conditions of the scheme to become effective and operative, effective date of
amalgamation.
45
The basis of merger\amalgamation in the scheme should be the reports of the valuers of
assets of both the merger partner companies. The scheme should be prepared on the basis
of the valuer’s report, reports of chartered accountants engaged for financial analysis and
fixation of exchange ratio, report of auditors and audited accounts of both the companies
prepared up to the appointed date. It should be ensured that the scheme is just and
equitable to the shareholders, employees of each of the amalgamating company and to the
public.
46
Approval from Reserve Bank of India In terms of section 19 of Foreign
Exchange Regulation (FERA) Act, * 1973, when the amalgamated company issues any
shares to the non-resident shareholders of the amalgamating company, it is required to
obtain the permission of the Reserve Bank of India. Further, provisions of section 29 of
FERA also restrict the acquisition of the whole or any part of any undertaking in India, in
which non-residents’ interest is more than the specified percentage.
Thus, this approval is required only when non-resident interests are involved in the
merger or amalgamation.
ACQUISITIONS\TAKEOVERS
47
LISTING AGREEMENT
The takeover of companies listed on the stock exchanges is regulated by clause 40-A and
40-B of the listing Agreement. The clause 40-A deals with substantial acquisition of
securities and clause 40-B details the requirements to be met when a takeover offer is
made to a company either voluntarily or otherwise.
Substantial Acquisition of Securities. The Company agrees that the following would also
be the conditions for continued listing.
1. When a person acquires or agrees to acquire any securities in the company and
when the total nominal value of such securities so acquired or agreed to be
acquired together with the total nominal value of the securities already held by the
such person, exceeds or would exceed in the aggregate 4 percent of the voting
capital of the company, the stock exchange should be notified with in 2 days of
such acquisition or such agreement for acquisition, by the authorized intermediary
and also by the acquirer.
2. When any person holds securities which in the aggregate carry less than 10
percent of the voting rights in the company, he can not acquire any securities
which, when aggregated with the securities already held by him, would carry 10
percent or more of the voting rights unless he notifies the stock exchange and
fulfills the conditions specified in clause 40-B, unless the SEBI has specifically
granted exemption.
3. The company should notify the stock exchange within 7days about any
information which has an effect on its assets and liabilities or financial position or
on the general course of its business leading to substantial movements in the price
of the securities and in particular information about transactions mentioned above.
4. The above conditions are not applicable to an acquisition by a person whom has
announced his firm intention to make an offer to the company and also notified
the stock exchange.
48
The Company also agrees that it is a condition for continuous listing that whenever a
takeover offer is made to, or by it, whether voluntarily or compulsorily, the following
requirements would be fulfilled.
1. A public announcement of a take over offer would be made both by the offeror
company and the offeree company when (a) any person in his own name or in the
name of any other person acquires, whether by a series of transactions over a
period of time or otherwise, securities which when aggregated with securities
already held or acquired by such person would carry 10 percent or more of the
total voting rights of the offeree company; or (b) secure the control of
management of a company, by acquiring or agreeing to acquire, irrespective of
the percentage of the voting capital, the securities of the directors or other
members, who by virtue of their holdings of securities together with the holdings
of their relatives, nominees, family interest and group control or manage of the
company.
2. If the offer is made by a person other than the ultimate offeror, the identify of
such other person would be disclosed at the outset in the public announcement as
also in the notification of stock exchange.
3. The offer should be placed, in the first instance, before the board of directors of
the offeree company containing the following particulars: (a) detailed terms of
offer, (b) identify of the offeror, (c) details of the offeror’s existing holding in the
offeree company, (d) all conditions to which the offer is subject, and (e)
confirmation by the offeror that resources available to the offeror are sufficient to
satisfy full acceptance of the offer.
4. All the above information would be made equally available to all the shareholders
both of the offeror company and the offeree company at the same time and in the
same manner, along with copies of all documents and announcements bearing an
offer which would simultaneously be lodged with SEBI.
5. The offer to the remaining shareholders of the transferee company would be
acquire from them an aggregate minimum of 20 percent of the voting capital of
the company,
49
6. From each of the shareholders accepting such offer, the acquirer should acquire
his full holding upto 100 shares of the face value of Rs 10 each or upto 10 shares
if the face value is Rs 100.
7. When the directors of an offeree company sell shares to a purchaser as result of
which the purchaser is required to make an offer, the directors should ensure that
as a condition of the sale, the purchaser undertakes to fulfill his obligations.
8. The board of directors of the offeree company should not, without the approval of
the shareholders in general meeting (a) issue any authorized but unissued shares;
(b) issue any securities carrying rights of conversion, into or subscription for,
shares; or (c) sell, dispose off or acquire assets of a substantial amount.
9. The provisions of clause 40-A and clause 40-B of the listing agreement, do not
apply to acquisition of securities in the company of (a) Unit Trust of India, (b)
SEBI Capital Markets Ltd, (c) Canbank Financial Services Ltd, (d) LIC Mutual
Funds, (e) such other agencies or mutual funds as may be specified by SEBI from
10. time to time, (f) in pursuance to orders of amalgamations, mergers and
acquisitions passed by the court under sections 391 and 394 of the companies Act,
(g) in pursuance to orders passed by the BIFR under Sick Industrial Companies
(Special Provisions) Act, 1985.
11. The provisions contained in this clause are without prejudice to the approval
required to be obtained under the Companies Act, Monopolies and Restrictive
Trade Practices (MRTP) Act and Foreign Exchange (Regulation) Act, 1973.
Complying with the provisions of clause 40-B could be avoided in respect of an
intended takeover if SEBI has granted exemption vide proviso to clause 40-A(b)
of the standard listing agreement.
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substantial acquisition of shares and change in the control of a listed company are
covered by takeover bids.
Power to Call for Information The stock exchange and the concerned companies
would have to furnish to the SEBI information regarding disclosure of shareholding and
control as and when required.
Acquisition of Control Irrespective of whether or not there has been any acquisition
of shares\voting rights, no person can acquire control over the target company without
making a public announcement. A change in control in pursuance to a resolution of the
shareholders is exempted from this requirement. Where there are two or more persons in
control of the target company, the cessor of any one of them from such control or change
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in the nature and quantum of control between them would not constitute change in
control of management.
Submission of letter of Offer to SEBI The acquirer should through its merchant
banker file with SEBI the draft of the letter of offer containing the specified disclosures
together with a fee of Rs.50,000 within 14 days from the date of public announcement.
The offer letter is required to be despatched to the shareholders not earlier than 21 days
from its submission to SEBI. If within 21days, SEBI indicates any changes, the merchant
banker-acquirer would have to carry them out before the despatch of the offer letter to the
shareholders.
Specified Date The public announcement should specify a date for the purpose of
determining the names of shareholders to whom the letter of offer would be sent. The
specified date cannot be later than the thirtieth (30th) day from the date of public
announcement.
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General Obligations of the Acquirer The public announcement of offer to
acquire the shares of the target company should be made only when the acquirer is able to
implement the offer.
With in 14 days of the public announcement of the offer, the acquirer must send a
copy of the draft letter of offer to the target company at its registered office address, for
being placed before the board of directors and to all the stock exchanges where the shares
of the company are listed.
The acquirer must ensure that the letter of offer is sent to all the shareholders
(including non-resident Indians) of the target company, whose names appear on the
register of members of the company as on the specified date mentioned in the public
announcement, so as to reach them with in 45 days from the date of public
announcement. The letter of offer should also sent to the custodians of the GDRs\ADRs
The date of opening of the offer should be not later than the 60th day from the date
of the public announcement.
The offer to acquire shares from the shareholders should remain open for a period
of a maximum of 30 days.
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General Obligations of the Merchant Banker Before the public announcement
of offer is made, the merchant banker should ensure that (i) the acquirer is able to
implement the offer; (ii) the provision relating to escrow account has been made; (iii)
firm arrangement for funds and money for payment through verifiable means to fulfill the
obligations under the offer is in place; and (iv) the public announcement of the offer is
made in terms of the code\regulations.
in the escrow account, if any, make up the entire sum due and payable to the shareholders
as consideration for acceptances received and accepted and, for this purpose, transfer the
funds from the escrow account.
The unclaimed balance lying to the credit of the special account at the end of 3
years from the date of deposit should be transferred to the investor protection fund of the
regional stock exchange of the target company.
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CHAPTER-5
DATA ANALYSIS
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&
INTERPRETATION
Background
The hon’ble High Court of judicature at Madras, vide its order dated 20th
December 2007 has approved the Scheme of Arrangement under Section 394 of
the compnies Act, 1956 for De-merger of the manufacturing undertaking of
REVL on a going concern basis to Techons Limited (since renamed as ‘Rane
Engine Valve Limited’) and merger of the remaining business of REVL into Rane
Holdings Limited (‘RHL’).
As per the approved “Scheme” every shareholder REVL will be alloted in shares
in RANE ENGINE VALVE LIMITED AND RANE HOLDINGS LIMITED in
the following proportion:
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56 shares in RANE HOLDINGS LIMITED
With regard to the Cost of Acquisition of New Shares in Techcons (since renamed
as ‘Rane Engine Valve Limited’). Section 49(2C) of the Act provides formula for
splitting the original Cost of Acquisition of shares of REVL between New Shares
allotted in Techcons (since renamed as ‘Rane Engine Valve Limited’) and REVL.
“…the cost of acquisition of shares in the resulting company shall be the amount
which bears to the cost of acquisition of the shares held by the assessee in the
demegered company the same proportion as the net book valve of the assets
transferred in a demerger bears to the net worth of the demerged company
immediately before such demerger…”
“…Explanation – for the purpose of this section, net worth shall mean the aggregate
of the paid up share capital and general reserves as appearing in the books of accounts
of the demerged company immediately before the demerger…”
With regard to the Cost of Acquisition of Shares in REVL, Section 49(2D) of the
Act provides the formula for splitting the original Cost of Acquisition of Shares of
REVL between New Shares allotted in Techcons since renamed as ‘Rane Engine
Valve Limited’) and REVL.
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An extract of the provisions of Section 49(2D) is reproduced below for your
reference:
“…the cost of acquisition of the original shares held by the shareholder in the
demerged company shall be deemed to have been reduced by the amount so arrived at
under sub-section (2C)…”
Particulars REVL
Paid up share capital 51,510
General reserve 685,412
Surplus in profit and loss account 48,211
Securities premium account** 155,532
Capital reserve** 2,772
Capital reserves arising on amalgamation** 2,923
Capital subsidy** 2,281
Export incentive reserve** 1,908
Less : Miscellaneous expenditure** (4,174)
Net worth as on March 31, 2007 946,375
Net book value of assets transferred by REVL to Techcons 801,451
Ratio of net book value of assets transferred to net-worth of 84.69%
REVL
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R aneG roup - P
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53%
Proposed restructu
Demerge the manufact
REVL and RBL into n
shares on 1:1 basis in t
shareholders.
Proposed restruc
Merge the residual bu
into RHL and in consi
Rane
to Investments Ltd
the shareholders of
subsidiary of RHL as
RHL and REVL/RBL)
residual businesses of
RIL will be merged in
“Scheme”
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Rs.M
Mar-07 Mar-07
Invest Manufact
INCOME ment uring
Division
1,841 Net Sales and Operating Income - 1,841
EXPENDITURE
1,595 Manufacturing & other expenses - 1,595
19 Finance Charges - 19
98 Depreciation - 98
1,712 Total Expenditure - 1,712
129 OPERATING PROFIT BEFORE TAX - 129
80 Other Income (Note) 20 60
209 Profit before tax 20 189
55 Provision for taxation - Current - 55
4 - Deferred - 4
4 -FBT - 4
147 PROFIT AFTER TAX 20 127
Note : Dividend Income
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Rs. M
Apr-07
Investment Manufac
Mar-07 Elements
turing
Division
52 Share capital - 52
899 Reserves & Surplus 151 748
950 Shareholders funds 151 799
157 Term Loans - 157
269 Working Capital borrowings - 269
426 Loan funds - 426
55 Deferred Tax Liability 1 54
1,431 Capital employed 152 1,279
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Prerequisities until getting the Court Order
Identify all the areas of statutory / legal requirements for starting new business
Coordinate and check with the respective government departments , explain the
Demerger scheme and get to know the procedures to be complied with
Get the forms, fill in and collect all the required annexures
Show the filled in forms, clarify all the doubts and ensure that forms once presented will
be cleared and approval given
On getting the Court Order / ROC certification, file with the government departments and
get the Fresh registration/consent immediately.
To apply for name change from Techcons Limited to Rane Engine Valves Limited
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CHAPTER-6
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FINDINGS
• The cost of acquisition figures have been computed on certain assumptions and hence
are indicative in nature.
• The implications discussed are based on advice received from our consultants and the
understanding and interpretation of the legislations as on the date of this presentation
in process flow of scheme.
• Based on the merger objective the REV Ltd acheived the sales volume of 1841
millions.
• In merging period(2007-2008) the net sales and operating income are raised up to
1841 millions from 1150 millions.
• The merger activity in march 2007 share capital of maufacturing division increased
to 51 millions and also shareholders fund was raised to 799 millions.
• The market share of engine valves raised to 33% as REV Ltd entered into various
geographical areas & business realted to engine valves.
• The income statement of 2007 indicates that the PAT was acheived 127 millions. It
shows the company financial position is satisfactory condition.
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SUGGSETIONS
• Adequate C Forms to be kept ready and it is suggessted to issue C Forms for all
purchases upto Sep-07 immediately and for Oct-Dec in Jan-07.
• All stationaries like P.O / Invoice / Letter head etc incorporating the new Excise /
Vat registration numbers has to be printed.
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CONCLUSION
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BIBILOGRAPHY
BOOK AUTHORS
WEBSITES:
WWW.RANEGROUP.COM
WWW.STUDYFINANCE.COM
WWW.MONEYCONTROL.COM
WWW.MBACLUBINDIA.COM
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