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Accounting for Companies-I




                    Notes          for a 45 per cent stake in the Great Eastern Shipping Company (GESCO) at   27 a share. The price
                                   offered was less than half the book value of the company. The offer and counter offers made by
                                   the A H Dalmia group and the promoters of GESCO pushed up the bidding cost. The A H Dalmia
                                   group ultimately sold its 10.5% stake (around 3 million shares) at   54 per share for a consideration
                                   of   163 million before the year end. The A H Dalmia group had acquired the 10.5% stake in
                                   Gesco at an average cost of   24 per share for a consideration of   72 million. Hence, the A H
                                   Dalmia group was able to make a profit of   91 million through green mail transaction in less
                                   than 6 months.
                                   Companies can also use the book  building process to buy  back shares.  The book building
                                   process is a mechanism of price discovery which helps determine market price of securities. If
                                   the book building option is used, a draft prospectus has to be filed with SEBI. The prospectus
                                   should contain all the details of the offer, except the price at which the securities will be offered
                                   (a price band is specified). The copy of the draft prospectus is filed with SEBI and is circulated
                                   among institutional buyers by a leading merchant banker acting as the book runner. Institutional
                                   investors specify the price as well as the volume of shares they intend to buy. The book runner,
                                   on receiving the above information, determines the price at which the offer is to be made to the
                                   public.

                                   Self Assessment

                                   Fill in the blanks:
                                   8.  The .......................... can consist of either cash deposited with a scheduled commercial bank.
                                   9.  Where a company purchases it own shares out of free reserves, then a sum equal to the
                                       nominal value of the shares purchased shall be transferred to the ................................
                                   State True or False:
                                   10.  Notice convening EGM should be sent to each and every shareholder entitled to receive
                                       and attend the general meeting along with an explanatory statement.
                                   11.  If the escrow account consists of a bank guarantee, the said bank guarantee shall be in
                                       favour of the merchant banker.

                                   12.  There must be a specific provision in the Articles of Association authorising the Company
                                       to buy back its own shares.
                                   Problem 1: K Ltd. furnishes you with the following Balance Sheet as at 31st March, 2009:

                                                                                                  (  in crores)
                                    Sources of Funds
                                    Share capital:
                                    Authorised                                                           100
                                    Issued:
                                    12% redeemable preference shares of   100 each fully paid     75
                                    Equity shares of   10 each fully paid                         25     100
                                    Reserves and surplus
                                    Capital Reserve                                               15
                                    Securities Premium                                            25
                                    Revenue Reserves                                              260    300
                                                                                                         400
                                    Funds employed in :                                                  Contd...

                                    Fixed assets : cost                                           100
                                    Less: Provision for depreciation                              100     nil
          90                                LOVELY PROFESSIONAL UNIVERSITY
                                    Investments at cost (Market value   400 cr.)                         100
                                    Current assets                                                340
                                    Less : Current liabilities                                    40     300
                                                                                                         400
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