The Bajaj Group demerged into three separate entities - Bajaj Auto Limited focused on auto business, Bajaj FinServ Limited focused on financial services like insurance and consumer finance, and Bajaj Holdings and Investment Limited focused on new business opportunities. The demerger aimed to allow each entity to focus on its core businesses, unlock shareholder value, and facilitate benchmarking against industry peers. It created transparent structure and allowed investors to hold separate focused stocks. The demerger has benefited shareholders through growth in share prices and market capitalization of the separate entities.
Hi friends,
It may be usefull for understanding the AS 14 and if any changes or clarifications required contact with email ID given belove - venki143b@gmail.com
Thanks & Regards
VENKANNA SETTY
Hi friends,
It may be usefull for understanding the AS 14 and if any changes or clarifications required contact with email ID given belove - venki143b@gmail.com
Thanks & Regards
VENKANNA SETTY
Unit II Tax Planning and Company PromotionDayanand Huded
The chapter comprises of Meaning of Tax Planning, Tax Avoidance, Tax Evasion and Tax Management; Features and Scope for Tax Planning; Business Location and Tax Planning; Nature of Business and Tax Planning: FTZ, Units in SEZ, 100% EOU and Infrastructure Development.
Tax planning is a focal part of financial planning. It ensures savings on taxes while simultaneously conforming to the legal obligations and requirements of the Income Tax Act, 1961. The primary concept of tax planning is to save money and mitigate one's tax burden.
Tax Planning is the arrangement of financial activities in such a way that maximum tax benefits are enjoyed by making use of all beneficial provisions in the tax laws. It entitles the assessee to avail certain exemptions, deductions, rebates and reliefs, so as to minimise its tax liability.
(i) Reduction of tax liability: One of the supreme objectives of tax planning is the reduction of the tax liability of the payer and the resultant saving of the earnings for a better enjoyment of the fruits of hard labour.
(ii) Minimization of litigation and the tax payer may be saved from the hardships and inconveniences caused by unnecessary litigations.
(iii) Productive investment: Tax planning is a measure of awareness of the taxpayer to the intricacies of the taxation laws and it is the economic consciousness of the income earner to find out the ways and means of productive investment of the earnings which would go a long way to minimize its tax burden.
(iv) Healthy growth of economy: The saving of earnings is the only basement upon which the economic structure of human life is founded.
(v) Economic stability: Productive investment increase contours of the national economy embracing in itself the economic prosperity of not only the tax payers but also of those who earn the income not chargeable to tax. The planning thus creates economic stability of the nation and its people by even distribution of economic resources.
(i) Residential status and citizenship of the assessee: We know that a non-resident in India is not liable to pay income-tax on incomes which accrue or arise and are also received outside India, whereas a resident in India is liable to pay income-tax on such incomes.
(ii) Heads of income/assets to be included in computing net wealth: Before the Tax-planner goes in for his task; he has to have a full picture of the sources of Income of the tax payer and the members of his family
Unit II Tax Planning and Company PromotionDayanand Huded
The chapter comprises of Meaning of Tax Planning, Tax Avoidance, Tax Evasion and Tax Management; Features and Scope for Tax Planning; Business Location and Tax Planning; Nature of Business and Tax Planning: FTZ, Units in SEZ, 100% EOU and Infrastructure Development.
Tax planning is a focal part of financial planning. It ensures savings on taxes while simultaneously conforming to the legal obligations and requirements of the Income Tax Act, 1961. The primary concept of tax planning is to save money and mitigate one's tax burden.
Tax Planning is the arrangement of financial activities in such a way that maximum tax benefits are enjoyed by making use of all beneficial provisions in the tax laws. It entitles the assessee to avail certain exemptions, deductions, rebates and reliefs, so as to minimise its tax liability.
(i) Reduction of tax liability: One of the supreme objectives of tax planning is the reduction of the tax liability of the payer and the resultant saving of the earnings for a better enjoyment of the fruits of hard labour.
(ii) Minimization of litigation and the tax payer may be saved from the hardships and inconveniences caused by unnecessary litigations.
(iii) Productive investment: Tax planning is a measure of awareness of the taxpayer to the intricacies of the taxation laws and it is the economic consciousness of the income earner to find out the ways and means of productive investment of the earnings which would go a long way to minimize its tax burden.
(iv) Healthy growth of economy: The saving of earnings is the only basement upon which the economic structure of human life is founded.
(v) Economic stability: Productive investment increase contours of the national economy embracing in itself the economic prosperity of not only the tax payers but also of those who earn the income not chargeable to tax. The planning thus creates economic stability of the nation and its people by even distribution of economic resources.
(i) Residential status and citizenship of the assessee: We know that a non-resident in India is not liable to pay income-tax on incomes which accrue or arise and are also received outside India, whereas a resident in India is liable to pay income-tax on such incomes.
(ii) Heads of income/assets to be included in computing net wealth: Before the Tax-planner goes in for his task; he has to have a full picture of the sources of Income of the tax payer and the members of his family
The Presentation focused on what really led to the de-merger, most of the intricacies associated with the decision were a part of the verbal presentation, although the PPT displays major bullets which can facilitate understanding of the same.
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Executive Summary
This report aims to analyze and evaluate various requirements of Conceptual Framework for
Boral Limited. In the first part, the compliance of Boral Limited with major objectives of
conceptual framework is shown. Second part shows the compliance of recognition criteria by
Boral Limited. Last part of the report shows the adherence of the company with major qualitative
characteristics of conceptual framework.
2
Table of Contents
Introduction 2
Adherence with the Objectives of Conceptual Framework 3
Compliance with the Recognition Criteria 7
Assets 7
Liability 8
Equity 9
Revenue 9
Expenses 9
Compliance with Qualitative Enhancing Characteristics of Conceptual Framework 10
Conclusion and Recommendations 12
References 13
3
Introduction
In today’s business world, business organizations have to face carious kinds of issues
related to their financial and accounting works. These issues are considered as complex financial
and accounting issues based on the complex characteristics of the companies (Weil, Schipper and
Francis 2013). For this reason, it is important for the business organizations to comply with the
principles and standards of Conceptual Framework for Financial Reporting as it helps the
companies to deal with their complex accounting and financial issues. Revolution in the
accounting world can be seen in the 1989 when International Accounting Standard Board (IASB)
introduced the concept of conceptual framework so that preparation and presentation of financial
statements can be done in most appropriate way (Nobes 2014). This particular report takes an
honest attempt for examining the adherence of the requirements of conceptual framework by the
companies. For this purpose, Boral Limited is taken into consideration. Boral Limited is an
Australian company operates in the building and construction material industry. The company
was established in 1946 (boral.com 2017). The company is listed among top hundred companies
under Australian Stock Exchange (ASX) with the code name of ‘BLD’ (m.asx.com.au 2017).
This report examines the compliance of conceptual framework requirements by Boral Limited.
Adherence with the Objectives of Conceptual Framework
According to the above discussion, it is required for all companies to comply with
various requirements of conceptual framework. Boral Limited is well known for their
compliance with different accounting legislative requirements. According to the latest annual
report of Boral Limited, the general purpose financial statements of the company is prepared
4
based on the conceptual framework of Australian Accounting Standard Board (AASB) and
Corporation Act 2001. At the same time, the consolidated financial statements of Boral Limited
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Telegram: @Pi_vendor_247
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Here is the telegram contact of my personal pi vendor
@Pi_vendor_247
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USDA Loans in California: A Comprehensive Overview
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Zero Down Payment: USDA loans require no down payment, making homeownership more accessible.
Competitive Interest Rates: These loans often come with lower interest rates compared to conventional loans.
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Guaranteed Loan Program: The USDA guarantees a portion of the loan, reducing risk for lenders and expanding borrowing options.
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Location: The property must be located in a USDA-designated rural or suburban area. Many areas in California qualify.
Income Limits: Applicants must meet income guidelines, which vary by region and household size.
Primary Residence: The home must be used as the borrower's primary residence.
Application Process:
Find a USDA-Approved Lender: Not all lenders offer USDA loans, so it's essential to choose one approved by the USDA.
Pre-Qualification: Determine your eligibility and the amount you can borrow.
Property Search: Look for properties in eligible rural or suburban areas.
Loan Application: Submit your application, including financial and personal information.
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1. Demerger of Bajaj Group
Presented By:
MBF Group 5
January 21, 2014
CA.Salil Mishra
CA. Rohit Kr. Modani
CA. Vikesh Bansal
CA. Rakhee Garg
CA. Pawan Kr. Gattani
CA. Bineet Sundriyal
3. Contents
Company Profile
Objective & Purpose of Demerger
Motivation behind Demerger
Group Structure (Pre & Post Demerger)
The Scheme
Implications – Accounting
Implications – Tax
Value GAP
Key Take Away
4. Company Profile
Company
–
Bajaj
Auto
Limited
is
India’s
largest
manufacturer of scooters and motorcycles with a market
share of 31%. Bajaj is also engaged in the generation of
wind-energy, Insurance Business & Consumer Finance
Founder – Jamnalal Bajaj
Headquarter – Pune, Maharashtra, India
Leadership – Rahul Bajaj, Rajiv Bajaj, Sanjeev Bajaj
5. Objective & Purpose of Demerger
Considering the growth opportunities in the auto, wind-energy, insurance and
finance sectors, it was considered timely and appropriate to de-merge these
activities into separate entities, each of which can focus on these core businesses
and strengthen its competencies.
The demerger scheme created three separate entities with management focus on
clearly laid out objectives, pursuant to which: a. the auto company would focus on auto business; [Bajaj Auto Limited]
b. the wind power and financial services company will focus on wind-energy
generation, insurance, consumer finance and new initiatives in financial services
space; [Bajaj FinServ Limited] and
c. the primary investment company will focus on new business opportunities. [Bajaj
Holding Investment Limited]
6. Objective & Purpose of Demerger
The two new companies will be able to tap (on an arm’s length basis) into the cash
pool of the investment company to support future growth initiatives, if required.
The demerger will enable the investors to hold separate focused stocks
The demerger will facilitate more transparent benchmarking of the companies with
its peers in their respective industries.
The demerger unlocks value for the shareholders and would also benefit the
employees and other stakeholders
7. Motivations for Demerger
Mobilising India – by supplying 4 million motorcycles out of a projected
market of 10 million.
Globalising India – by rapidly enhancing exports and international facilities to
become among the three largest global player in two-wheelers.
Financing India – by ramping up the group’s financial operations.
De-Risking India – by expanding the group’s life and general insurance
business across the land.
Regarding ‘Financing India’ and ‘De-Risking India’, the de-merger that occurred
in the course of 2007-08, and the consequent formation of Bajaj FinServ
Limited, should enable the group to unlock greater value by widening its
financial reach and portfolio.
[From the Vision Statement by the Chairman]
8. Structure of Demerger
Bajaj Auto Ltd.
Bajaj FinServ Limited (BFS)
Bajaj Holdings and Investment Limited (BHIL)
9. Structure – Pre & Post Demerger
Structure prior to demerger
Post demerger structure
11. Event Ladder
Sr. No. Events
Date
1
Appointed Date
01.04.2007
2
Approval by Board of Directors
17.05.2007
3
Approval by Shareholders/Creditors
18.08.2007
4
Approval by Court to Demerger Scheme
18.12.2007
5
Effective Date [Scheme filed with RoC, Pune]
20.02.2008
6
Record date for allotment of shares
25.03.2008
7
Listing Date of the 2 Demerged Companies
26.05.2008
12. Key elements of the Scheme
Prior to the finalization of the Scheme:
Erstwhile Bajaj Auto Ltd. (BAL) formed two subsidiaries in April 2007 viz.
Bajaj Holdings & Investment Limited (BHIL) and Bajaj FinServ Limited (BFS).
Erstwhile BAL subscribed to the shares of the two companies as under :BHIL (new BAL) - 43.5 million shares of Rs. 10 each i.e. Rs. 435.0 million.
BFS - 43.5 million shares of Rs. 5 each i.e. Rs. 217.5 million.
13. Key elements of the Scheme
The Auto business of the company along with all assets and liabilities pertaining
thereto, including investments in PT Bajaj Auto Indonesia and in a few vendor
companies, are transferred to BHIL (i.e. the current BAL). In addition, a total of
Rs.15,000 million (market value) in cash and cash equivalents are also
transferred to this company.
The wind power project, investments in the insurance companies viz. Bajaj
Allianz Life Insurance Co Ltd., Bajaj Allianz General Insurance Co. Ltd. and
investment in the consumer finance company Bajaj Auto Finance Ltd. along with
relevant assets and liabilities are transferred to BFS. In addition, a total of Rs.
8,000 million (market value) in cash and cash equivalents are also transferred
to BFS.
The remaining assets and liabilities including investments in group companies
and balance cash and cash equivalents are retained in BHIL (formerly BAL).
14. Shareholding Pre & Post Demerger
Pre & Post Demerger Shareholding Pattern - Applicant Company [BHIL (earlier BAL)]
Pre Demerger Post Demerger
Particulars
Promoter and Promoter Group
Shares
% age
Shares
% age
30,465,154
30.11
30,465,154
30.11
Public
70,718,356
69.89
70,718,356
69.89
Total
101,183,510
100.00
101,183,510
100
Pre & Post Shareholding Pattern - Resultant Company 1 [BAL (earlier BHIL)]
Pre Demerger
Particulars
Promoter and Promoter Group
Public
Total
Post Demerger
Shares
% age
Shares
% age
43,500,000
100.00
73,965,154
51.12
-
-
70,718,356
48.88
43,500,000
100.00
144,683,510
100
Pre & Post Shareholding Pattern - Resultant Company 2 [BFSL]
Pre Demerger
Particulars
Promoter and Promoter Group
Public
Total
Post Demerger
Shares
% age
Shares
% age
43,500,000
100.00
73,965,154
51.12
-
-
70,718,356
48.88
43,500,000
100.00
144,683,510
100
15. Accounting treatment in the books of
the Demerged Company:
Assets and the Liabilities of the Demerged Company transferred to the
respective Resulting Companies at values appearing in the books of accounts
of the Demerged Company as on March 31, 2007.
Difference between the value of assets and value of liabilities reduced from the
Capital Redemption reserve and balance will be reduced from the General
Reserve of the Demerged Company.
Mark-to-market diminution in value of Fixed Income Securities debited to
General Reserve.
16. Accounting treatment in the books of
the Resulting Company:
Respective Resulting Companies record the assets and liabilities comprised in
Demerged Undertakings transferred at the same value appearing in the books of
Demerged Company as on March 31, 2007.
Respective Resulting Companies credited Share Capital Accounts with the
aggregate face value of the new equity shares issued to the shareholders of
Demerged Company.
Excess or deficit, if any, remaining after recording the aforesaid entries shall be
credited by the respective Resulting Companies to their respective General
Reserve Account or debited to goodwill, as the case may be.
17. Tax Implications – on Demerger
Tax impact of the Demerger::
As per the Income Tax Act 1961, a transaction of Demerger per se has no tax implication
on the shareholders. Hence, when the shareholders of Bajaj Auto Ltd. are allotted the new
shares in each of the three companies, there would be absolutely no tax implication
whatsoever. The tax implication will only arise when either the shares of Bajaj Auto Ltd.
(now BHIL) or the shares of the new resulting companies are sold.
Tax implications when shares are sold:
When the shares of any of the companies are sold, it would give rise to capital gains tax
liability. The three issues that arise are:
Whether the new shares (in the resulting companies) are long-term assets or shortterm: To find out whether or not shares in the Resulting Companies are long-term or
not, the holding period of the original Bajaj Auto Ltd. shares will be included in the
period of holding of the new shares
18. Tax Implications – on Demerger
Tax implications when shares are sold:
Indexation of the capital gains: The indexation will start from the date of allotment of
the new shares and not from the date of acquisition of the original Bajaj Auto Ltd.
Relevance of indexation is only for working out the capital gain amount if the same
has to be set off against capital loss.
Cost of acquisition of various shares after the demerger transaction: To calculate
capital gains when the shares are sold, a vital piece of information is the cost of
acquisition. Your original cost of acquisition of Bajaj Auto Ltd. shares will change
now on account of the demerger. Plus, there will be a new cost accorded to the new
shares of the resulting companies.
19. Value Gap
Bajaj Auto
Bajaj Auto had has grown at a CAGR of 16.4% since 2008 after demerger with
31% market share.
Pursuant to the Scheme of Demerger, the GDR programs for Bajaj Auto Limited
(BAL) and Bajaj Finserv Limited (BFS) have got established on 21 August 2008
EBIDTA margins have grown from 14.3% to 19.6%
The installed capacity of the Company has grown by more than 50% up to 2014.
Partnered with Kawasaki for gain in the Asian region and partnering with
Taiwanese companies to gain access to the Chinese Markets.
Bajaj Allianz
Ranks 2nd in terms of market share (22%)
The Company has a revenue of 140 Cr for March 2013 with a CAGR of 12%.
21. Different Share Prices
Bajaj Auto Ltd
(“BAL”)
Bajaj Holding
and Investment
Ltd (“BHIL)
Bajaj FinServ
Ltd (“BFL”)
At Demerger
605
598
515
2008 End
391
242
149
2009 End
1762
620
345
Current Price
1928
924
682
22. Key Takeaway
Bajaj Auto Limited unlocked value for shareholders - Auto Division;
Bajaj FinServ Limited (BFSL) and Bajaj Holding & Investments Limited (BHIL)
showed negative EVA, indicating that capital was not being properly used by them;
Demerger done at a right time can give an organization a competitive edge;
Empowering management adequately in time can lead to consistent growth of group
companies;
The Market Capitalization of the companies post listing of the resultant company was
Rs. 22,245 crs as compared to Rs. 21,036 crs in the consolidated company as at the
last date of trading of the consolidated company;
23. Key Takeaway
The Manufacturing Business and Strategic Business separated were put in charge of
the 2 brothers thus taking care of the family needs in future;
Focused investment via FII – as the business specific investments could be made in
separate companies.
How the demerger affects the shareholders
Minority Shareholders’ stakes devalued post demerger;
Larger equity base of the new Bajaj Auto and Bajaj FinServ to dilute Earnings Per
Share (EPS);
Holding Company stake unlikely to get fair value;
Holding Company discount allows promoters to hike their stake cheaply.
24. Thank You
CA. Navin Dhanji Thakkar
CA. Rakhee Garg
CA. Pawan Kr. Gattani
CA. Bineet Sundriyal
CA.Salil Mishra
CA. Rohit Kr. Modani
CA. Vikesh Bansal
Editor's Notes
2 new Subs entities formation- 30 Apr 2007Board Meeting approving demerger into 3 separate entities on- 15 May 2007Effective date- 20 Feb 2008Appointed date under the scheme is beginning of 1 April 2007 and the scheme would take retrospective effect from that date. Record date to decide the entitlement of shares is 25 March 2008, based on the effective date and as per stock exchange requirements. Listing of shares of the two new companies, i.e. the new BAL and BFS, after allotment is expected to take place by end of April 2008. Changes in boards with effect from effective date, i.e. 20 February 2008