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