Annual Report 2011 - 2012 - United Breweries Limited

Notes to Financial Statements (contd.)
(All amounts in Rs.lacs, unless otherwise stated)
b) As ABDL was a wholly owned subsidiary of the Company, no consideration was payable pursuant to
amalgamation of ABDL.
c) Accounting for Amalgamation:
The amalgamation of ABDL with the Company is accounted for on the basis of the Purchase Method
as envisaged in the Accounting Standard (AS)-14 on Accounting for Amalgamations specified in the
Companies (Accounting Standard) Rules, 2006 and in terms of the scheme, as below,
– All asset and liabilities of the ABDL at their respective Fair Values.
– Rs. 44,986 being the difference between the value of net assets of the ABDL transferred to the Company
(determined as stated above) and the carrying value of the Company’s investment in MAPL (cancelled
as above) has been adjusted to Capital/General Reserve of the Company. This accounting treatment of
the reserve has been prescribed in the Scheme and approved by the High Court(s). Had the scheme not
prescribed this treatment, this amount would have been debited to Goodwill, which would have been
set-off against the Capital Reserve/General Reserve arising on the merger of other companies.
ABDL was an investment company which was 100% subsidiary of the Company.
(ii) In respect of the merger of MAPL with the Company –
a) In terms of the Scheme the entire business and the whole of the undertaking of MAPL, as a going
concern stands transferred to and vested in the Company with effect from April 1, 2010 being the Merger
Appointed Date.
b) In consideration of the amalgamation of MAPL with the Company, the Company has issued 8,489,270
equity shares of Re.1/- each aggregating to Rs.85 in the ratio of 6 fully paid up Equity shares of the face
value of Re.1/- each of the Company for every 31 fully paid up equity shares of Rs.10/- each held in MAPL.
The Company’s investment in MAPL aggregating to Rs.5,895 comprising of 61,40,000 equity shares (with
voting rights) and 65,99,312 equity shares (without voting rights) of Rs.10/- each stood cancelled.
c) Accounting for Amalgamation:
The amalgamation of MAPL with the Company is accounted for on the basis of the Purchase Method
as envisaged in the Accounting Standard (AS)-14 on Accounting for Amalgamations specified in the
Companies (Accounting Standard) Rules, 2006 and in terms of the scheme, as below.
– All asset and liabilities of the MAPL were recorded at their respective Fair Values.
– Rs.40,373 being the difference between the value of net assets of the MAPL transferred to the Company
(determined as stated above) and the carrying value of the Company’s investment in MAPL (cancelled
as above) has been adjusted to Capital/General Reserve of the Company. This accounting treatment of
the reserve has been prescribed in the Scheme and approved by the High Court(s). Had the scheme not
prescribed this treatment, this amount would have been credited to Capital Reserve.
MAPL was a Joint Venture between the Company and Scottish & Newcastle India Private Limited, which had
3 subsidiaries engaged in the brewing business. One subsidiary of MAPL, i.e. Empee Breweries Ltd., was also
merged into UBL simultaneously along with MAPL. Subsequent to the merger of MAPL into UBL, the other
2 subsidiaries of MAPL, namely Millennium Beer Industries Limited (MBIL) and United Millennium Breweries
Limited (UMBL) became the subsidiaries of the Company and all of them have been since amalgamated with
the Company.
(iii) In respect of the merger of Empee Breweries Limited with the Company –
a) In terms of the Scheme, the entire business and the whole of the undertaking of EBL, as a going concern
stands transferred to and vested in the Company with effect from April 1, 2010, being the Merger
Appointed Date.
b) On the amalgamation of EBL with the Company, 50% of the holding stood cancelled and for the balance
50% of the holding, the Company issued 6,007,413 equity shares of Re.1/- each aggregating to Rs.60 in
the ratio of 33 fully paid up Equity shares of the face value of Re.1/- each of the Company for every 16
fully paid up equity shares of Rs.10/- of EBL to UBL Benefit Trust. UBL Benefit Trust has subsequent to the
Balance Sheet date sold these shares and remitted the proceeds to the Company.
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