Amalgamation (Definition) | Types | Methods of Accounting - YouTube

Channel: WallStreetMojo

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Hello everyone welcome to the channel of Wall Streetmojo
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mojo watch the video till the end also if you new to the channel then you can subscribe
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us by clicking the bell ican friends I welcome you to the tutorial on what exactly is Amalgamation amalgamation
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so let's begin before getting inside on what amalgamation is that is understand it in early
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layman's language amalgamation is nothing but a kind of marriage ok just like a marriage
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to individual come together to form a union in this 2 more anti ties come together for carrying
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out the business activities so they are done with a view to get an advantage in the form
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of tax benefit let's economies of scale increasing capital or elimination of competition extra
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it is always say that you are better than one United anyone can stay can stand actually
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stronger and amalgamation is of significance to the entities involved in the same on amalgamation
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discusses couple of things we are going to take cover examples to show that start with
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the first thing what exactly is amalgamation to start with the basics the most commonly
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adopted definition of amalgamation is amalgamation is a combination of two or more companies
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in to a into an new entity company A and company B be combined together to form a new company
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that is entity C second amalgamation also includes absorption so what is absorption
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absorption is basically means that the company a company b and b is round up I'll show you
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a chart on the same so that will be able to get clear Idea on the same as you can see
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over here a + b it makes to see amalgamation is a combination of two or more companies
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into a new entity A and B are combined to form a new company called c and absorption is
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basically a is acquiring b to existing company is taking over B to B is completely roundup
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most commonly used terms in amalgamation was referring to the companies are transfer a
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company and transferee company so just in case you are confused over here the transfer
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is the transferor and transferee so the transfer is the amalgamating company and the transfer
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is the amalgamated company now let's discuss the type of amalgamation first the first one
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is amalgamation in the nature of merger some writing want to hear amalgamation in the nature
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of merger now this say to be nature mergers satisfaction of 5 conditions 1st all the assets in liabilities the transferor company becomes
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after the amalgamation the Assets and liabilities of the transferee company second the shareholders
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holding not less than 90% the face value of equity shares of the transfer company other
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than the equity shares already hello there in immediately before the amalgamation by
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the transferee company subsidiaries of the nominees become equity shareholders of the
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transferee company by the virtue of amalgamation consideration for the amalgamation receivable
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by those equity shareholders of the transferor company who agrees to become equity shareholders
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of the transferee company is discharged by the transferee company only by the equity
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shares in transferee company accept that the cash in respect of the fractional shares business
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of the transferor company is intended to be carried out on after the amalgamation by the
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transferee company and last no just one is intended to be made to the book values of
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the assets in the address of the transferor company and when they are incorporated in
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the financial statement the transferee company accept to ensure uniformity of accounting
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policies second method is called the amalgamation in the nature of purchase the first one was
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merger with 5 conditions II that we are starting is amalgamation in the nature of
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purchase then it is said to be the nature of the Purchase so now let's see the method
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of accounting the method of accounting is there to accounting methods the amalgamation
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that is first amalgamation in the nature of merger is accounted on the basis of pulling
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of interest method so it is accounted based on pooling of interest method in the amalgamation
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in the nature of purchase is accounted on the basis of purchase method as mentioned
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in the first lines now let's consideration needs formal as mentioned in the previous conversation on this particular
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topic of What U Turn there are various motives behind amalgamation briefly first it helps
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in availment of various tax benefit many times amalgamation takes place is a measure of the
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tax planning second by an time through ways of amalgamation company takes advantage of
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large economies of scale III it also helps in elimination of the competition among the
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similar Group of Industries sometimes it also helps in creating a monopoly in the market
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it is always used as the icon of the growth in general increases the value of the companies
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prospects of the financial and capital growth and development 6th is provide Synergy benefits benefits Y2 popular
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word related with amalgamation in simple term it means a benefit that is due to the combination
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so what is the process of amalgamation the following procedures are adopted for amalgamation
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Legal procedure that is the first one during the entire process of the amalgamation one
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has to take care of the various set of laws rules regulation legislation the applicability
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of different laws changes from case to case every amalgamation has to be considered separately
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for determining the Ambit of the capital applicable loss also it very from country to country
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that I'll give an example in that in India the company law the cellular the RBI rules
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and regulations fema of Income Tax Act so and so forth as to be followed this loss provide legal framework to all the
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activities carried out under the scheme of amalgamation drafting of the scheme of amalgamation
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conducting board meetings getting board approval consent of shareholders firing various forms
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of with ROC informing the stockholders a stock exchanges advertisements in newspapers
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extra are the we of the legal steps involved in the amalgamation everything needs to be done within
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the legal horizon of respective countries now let's see what are the other procedure they are various other procedure involved process of amalgamation now eliminate few of them 1st diligence conduct for the corporate restructured reforms like process of amalgamation
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gives fair idea about the deals are aspects in so there exist different kind of due diligence suggest financial due
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diligence legal due diligence operation due diligence extra second evaluation is done
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for the business which are getting amalgamated basically Preamble Commission valuation and
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post amalgamation evaluation is done in compared to know the value of worth of the amalgamation
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evaluation is altogether of very broad area which is subjective exercise based on upon
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assumption next comes the deal which is presented by 12 the others with whom it
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intended to get amalgamation of the deal is TDS task many negotiations takes place
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in the process of amalgamation negotiations is also a very important skill as it is very
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much required to come upon a successful Conclusion and finalization of a deal cost benefit analysis
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before entering into any amalgamation the sharing of bearing of such causes to be decided
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in advance finally a legal agreement signed between the parties for amalgamation the real
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test after the commencement of humiliation should be successful should not confirm it
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self to only what post amalgamation operation should work as well for the results the companies
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were expecting from such process of amalgamation now i wont;be Commission now I want to solve the problems of amalgamation
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shall get you to that point is the law of nature first I mean we all would agree with
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the point that changed is a difficult and not easily welcome by us same goes for the
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mergers second their culture difference is special in in in case of gross border mergers
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people don't work in harmonium in there are signs of discontentment it is not possible
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to get ready for facing trials and tribulations fourth the attitude of the management is not
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always friendly the hostel kind of attitude the management is a sign of danger for any
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amalgamation i tell u some of the termolies which are used in mergers and migration the first one is known
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as bootstrapping earning if you have ever heard about boot trapping earning this is
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the increase in the Earning per share as a result of a merger combined with market use
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of the pre-merger P ratio to the value of the post mergers earning per ratio second is called The Godfather
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offer that means the godfather offer is a very lucrative of which nobody can refuse
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the third is called killer bees that call killer bees this is only one remedy in the
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last resort The Killer bees are the legal form the public relation forms in the investment
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bankers who helped to deal with the force and friendly hostile takeovers know the next
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one is call radar alert is a radar very alert is in simple term is the watchman of the company
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it keeps watch on the market of the contains update on the trading in the price of a stock
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if any suspicious transactions over purchase is the company shares takes place it immediately
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takes actions against the same as this may be a sign of a silent 100 acquisitions the
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next is call horizontal merger if anyone ever heard about what is horizontal merger that
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would be really good see mergers between companies who have similar line of business is called
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horizontal merger and and this call another call vertical merger see merger between the companies
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who have common life of production but different stages of production thats call vertical merger
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another is called conglomerate merger between completely and related companies of
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different line of business having understood this concept now let's have a look on some
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significant amalgamation in the recent past which will provide is every claims on the
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real happening in the world show you so the real examples on amalgamation in recent time
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the first one is hens and craft foods most interesting merger to study for many of us
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is his and craft food wondering why because we love food don't be apart from this following
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are some of the noteworthy points you know that this merger has in it this much was important
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for the reason that involved combination of two joints in the food industry help in augmentation
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of annual sales in establishing the major market share in the world most visible in
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United States this benefits were expected on the Merger form International growth in
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Economics of scale because savings were expected as a result of the combined operations different
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strategies adopted to cut the cost so the cost of the merger was approximately was close
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up to $42 billion the merger was known as the horizontal merger example that I want
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to take is of heavy workout Toyota the next merger Toyota merger Toyota merger Toyota merger
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pickerel in kind of a merger earned unique kind feature observed in the merger of is that they believe in expansion
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through the internal means see merger took to play took to place between two subsidiaries of
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the same Parent company over here at the motive behind this kind of Merger is improvement of
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the internal processes utilizing the strength of each other and trending communication the
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next everyone should know about this and E bay & Payable everyone was fascinated by payable payable if
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you know about Elon Musk right even so reason behind e bay payable merger was dependency on each other other people
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was dependent on eBay for majority of income the payment businesses are dependent on the
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volume of the transaction the people was dependent on eBay for its volume is this merger could
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not continue for a long again eBay & Payable started the ways approximately after 12 years
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of Unity the cost of the merger was approximately on $1.5 billion and the people was getting
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owned by if I am not wrong Elon Musk who is a Revolutionary person know the next is the
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chemical and due point
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see this merger took place because the investors wanted to have a better diversify portfolio
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for the investment the do.
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Was into the seas industry and I was also into the chemical industry of merger of this
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rare industry was statically planned to achieve the best position in the field of agriculture
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the cost of the merger was approximately on $130 billion in merger is a kind of
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a vertical merger example that I want to take a Sitcom and travellers group this merger to
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create one of the biggest merger in the sector of the financial service of Banking insurance
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and Investment Corporation this was done to bring business various clients together to make use of
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the financial services and work in to invest in the market the moon would increase the
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client based on the individual level through this measures investment products are made
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available to all kinds of customers the cost of merger was approximately closure of 21
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40 billion dollars in conclusion after going through all the examples in the concepts in
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a nutshell we can I write a conclusion that both are dependent on various factor was there
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is a reason behind every merger reactivity the merger is long exercise very multiple
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course of action have to be conducted to arrive at a decision weather the merger will be fruitful
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or not a little mistake cost heavily boat to the transfer as well as a transfer company
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it is also be true that all the merger don't put the successful just like some marriages
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head towards divorce mergers can also sometimes leads to separation there is no after every
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time not every merger takeover is supported by the shareholders in management when they are not conveyance about
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your Idea merger they feel insecure against the proposed of amalgamation to defect that
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disapproval they take help of various takeover defense mechanism suggest poison poison pills
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Golden parachute Batman defense white and defense defense Crown jewels Green Man and
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so on and so for the strategies are equal interesting as the names and the two companies
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gets amalgamated what a new journey starts from the very.
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To make this sure shot of success efforts have to be made at the post amalgamation state
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the amalgamation should bring about the optimum utilization of resources the companies have
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to continuously Strike for continuous growth and development so that's it for this particular
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topic if you have learnt enjoyed watching this video please like and comment on this
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video and subscribe to our channel for the latest updates thank you everyone cheers