Annual Report 2011 - 2012 - United Breweries Limited

Notes to Financial Statements (contd.)(All amounts in Rs.lacs, unless otherwise stated)38. AMALGAMATIONSI. 2011-12A. The scheme of amalgamation under sections 391 to 394 of the Companies Act, 1956 between UB AjantaBreweries Private Limited (UBA) and the Company (the Scheme) and their respective shareholders and creditorswith April 1, 2011 as the appointed date has been approved by the Honorable BIFR court, Delhi vide their orderdated February 13, 2012. Upon necessary filing with the Registrar of Companies on February 21, 2012, thescheme has become effective and the effect thereof has been given in these accounts. Consequently,In respect of the merger of UBA with the Company –a) In terms of the scheme, the entire business and the whole of the undertaking of UBA, as a going concernstands transferred to and vested in the Company with effect from April 1, 2011, being the Merger AppointedDate.b) In consideration of the amalgamation of UBA with the company, the company has issued 709,578 equityshares of Re.1/- each aggregating to Rs.7 in the ratio of 135:1.c) Accounting for Amalgamation:The amalgamation of UBA with the Company is accounted for on the basis of the pooling of interest Method asenvisaged 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 UBA at their respective Book Values under the respective heads of thecompany.– Rs.28 being the difference between the value of net assets of the UBA transferred to the Company(determined as stated above) and the carrying value of the Company’s investment (cancelled as above) hasbeen adjusted to Capital/General Reserve of the Company.– The intercompany balances and the transactions stood cancelled.UBA was engaged in brewing business.[The Authorised Share capital of the Company stands increased by Rs.540 of Equity Share Capital of Re.1/- eachand enhanced by Rs.9,460 of Rs.100/- each in Preference Share Capital. This increase is arising on account ofamalgamation of UBA with United Breweries Limited.]B. UBL Benefit TrustArising out of the Amalgamation of EBL into UBL [Refer II A(iii) below], UBL Benefit Trust held 6,007,413 equityshares in UBL constituting 2.36% of UBL’s paid up equity capital. The Trust has sold its entire shareholding andremitted the entire proceeds aggregating Rs.28,357 to UBL. The entire proceeds has been used in reducing theDebt of the Company. In the absence of any specific accounting treatment being prescribed in the AccountingStandards notified pursuant to the Companies (Accounting Standards) Rules, 2006 as per section 211(3C), thegain on sale of these shares held by UBL Benefit Trust (of which the Company is the sole beneficiary) aggregatingto Rs.14,049 has been credited to the General Reserve.II. 2010-1158A. The scheme of amalgamation under sections 391 to 394 of the Companies Act, 1956 between AssociatedBreweries and Distilleries Limited (ABDL), Millennium Alcobev Private Limited (MAPL), Empee Breweries Limited(EBL) and the Company (the Scheme) and their respective shareholders and creditors with April 1, 2010 as theappointed date has been approved by the Honorable High Courts of Karnataka and Madras respectively videtheir orders dated January 21, 2011 and February 1, 2011 respectively. Upon necessary filing with the Registrar ofCompanies on March 10, 2011, the scheme has become effective and the effect thereof has been given in theseaccounts. Consequently,(i) In respect of the merger of ABDL with the Company -a) In terms of the Scheme, the entire business and the whole of the undertaking of ABDL, as a goingconcern stands transferred to and vested in the Company with effect from April 1, 2010, being the MergerAppointed Date.