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M&A Critique

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Mahindra & Mahindra Ltd approved a scheme of demerger of the Two Wheeler undertaking of Mahindra Two Wheelers Limited and transfer and vesting thereof as a going concern into M&M.

Mahindra & Mahindra Limited (M&M) is the listed company, engaged in the business of sale of tractors, general purpose utility vehicles, light commercial vehicles, three – wheelers and trucks and buses.

M&M entered the motorcycle market in 2013 – to become a full-fledged two-wheeler major.

Mahindra Two Wheelers Limited (MTWL) is the company into business of manufacturing and selling of two wheelers and trading in spare parts and accessories.

MTWL is a subsidiary company of Mahindra Vehicle Manufacturing Limited (MVML) and MVML is a wholly owned subsidiary company of M&M.

RATIONALE

M&M

In line with its strategy to focus on two wheeler segment, this transaction would help to make benefit from design & Development and sourcing capabilities of the company.

MTWL

It would help the company to focus on spare business only in cost-effective manner. Besides, demerger will be in the interest of minority shareholders, in particular.

TRANSACTION

Reorganisation of securities premium and share capital of demerged company.

The Existing Share Capital of MTWL is as follows;

Authorised Capital Amount Rs

350,00,00,000 Equity Shares of Rs.10 each 3500,00,00,000

Issued, Subscribed and fully paid up

265,83,89,216 Equity Shares of Rs. 10 each. 2658,38,92,160

Demerger of Two wheelers undertaking of MTWL into M&M

Appointed date for the said demerger is 1st October 2016.

Step 1 – Reorganisation of Share Capital

MTWL will write off the aggregate book losses (i.e. balance in Profit & Loss Account on 30th September 2016 and the additional debit balance in P&L Account i.e. the excess of assets over liabilities transferred shall be debited to reserves (Balance in Profit and loss Account).

The amount of Carry Forward Losses as on 30th September 2016 is Rs.2663.69 Crores.

The aggregate book losses as on 30th September 2016, shall be adjusted against the securities premium account aggregating to Rs 7.42 crores.

Balance will be written off by way of re – organisation of issued, subscribed and paid-up equity share capital of MTWL. This will be done by reducing paid up value of equity share capital of Rs.10 each to Rs.0.02 each.

Consequent to the re-organisation, Losses will be reduced to NIL and Issued, subscribed and paid-up share capital of MTWL will be as under,

Issued, Subscribed and Fully paid up Amount (Rs)

299,83,89,2016 Equity shares of Rs.0.02 each 5,99,67,784

MTWL seeks liberty to the High Court for dispensation of words “and reduced’ to be added as suffix, as such reorganisation shall not going to affect in any manner the rights and interest of creditors and MTWL will continue to be in a position to honour the dues.

Step 2 – Demerger of Two wheelers undertaking of MTWL into M&M

The consideration of the demerger will be issued as follows by M&M to MTWL; For every 461 shares fully paid up equity shares of MTWL (demerged company), 1 fully paid up ordinary of Rs.5 share of M&M (resulting company) will be issued.

For this purpose, the share capital of MTWL before re-organisation will be considered.

Structure

MTWL is subsidiary company of Mahindra Vehicle Manufacturing Limited whereas around 7.5% stake is held by outsiders

As mentioned above Mahindra Vehicle Manufacturing Limited is WOS of M&M, therefore MTWL is Step down subsidiary of M&M.

Thus, in the course of demerger, Shareholders of step down subsidiary will get the shares of the listed holding company. That is subsidiary MVML will get share of holding Company M&M.

FINANCIALS

MTWL Financials (All figures in INR Crores)

Particulars 30-09-2016 2015-16 2014-15

Equity Paid up Capital 2998.39 2658.39 2094.39

Reserves & Surplus - Securities Premium 8.86 9.77 9.77

Carry Forward Losses 2663.69 2396.08 1780.76

Net Worth (net of losses) 343.56 272.08 323.4

Miscellaneous Expenditure 99.4 443.33 404.93

Secured Loans 47.93 184.08 131.25

Unsecured Loans 0 19.08 7

Fixed Assets 232.45 343.01 361.61

Income from Operations 204.65 627.75 661.66

Total Income 207.03 631.27 664.48

Total Expenditure 475.04 1246.45 1193.36

Profit Before Tax -267.6 -615.17 -528.87

Profit after Tax -267.6 -615.17 -528.87

Cash Profit -165.14 -521.23 -460.13

Amt in rupees

EPS -0.98 -2.64 -3.41

Book value (per share) 1.15 1.02 1.54

Analysis

MTWL is running into losses for past 3 years.

Company also laid off the jobs to bring cost in control in the year 2016. During this, the company gave Voluntary retirement scheme to 250 people as Budgeted Sale Volume could not be achieved by the company.

After this cost cutting, MTWL is reorganising the capital to eliminate the losses followed by this demerger.

ACCOUNTING TREATMENT

MTWL:

The excess of assets over liabilities transferred shall be debited to reserves. In the case of deficit, the same shall be credited to capital reserve.

M&M:

The accounting of assets and liabilities will be done as per pooling of interest method laid down in IND AS 103 (Business combination of entities under common control).

Consideration issued to the shareholders shall be credited to share capital account at a nominal value of the equity shares. The deficit/ surplus arising after recording all the entries will be transferred to Capital reserve.

M&M PRESENT & FUTURE

Present

In 2015-16, Mahindra Two Wheeler saw sales declined by 12.7 percent at 1,33,355 units.

Its motorcycle sales also declined by 60.72 percent to 3,940 units from 10,031 units in the year 2015-16,

Mahindra Two Wheeler saw sales declined by 12.7 percent at 1,33,355 units.

There is substantial in decrease in sales this year also and as mentioned above demonetisation worked as ad on in existing decline.

Future

Mahindra & Mahindra, the group's automotive arm, in September partnered with Indian ride-sharing firm Ola to drive sales of cars, and also to use some of the data on drivers and rides to influence the cars it designs in the future.

Mahindra wants to enhance a greater start-up culture within the group, looking to foster new businesses which will complement its existing products and services.

Investments in start-ups will be made primarily via Mahindra Partners, the group's venture capital that already has several start-ups like Trringo - a farm equipment and tractor rental business and Smart Shift - an Uber equivalent for small goods carriers.

M&M said they would look for technologies and products which would benefit the group's existing companies.

Goenka, The Executive Director of M&M said the company's plans is to focus on the Mojo motorcycle and the scooter model such as Gusto 125 which is doing reasonably well.

CONCLUSION

Mahindra & Mahindra has acquired UK-based two wheeler BSA Co. for Rs. 28 crores and also consolidation of two-wheeler business in M&M, which is inline its strategy to expand in two-wheeler business. Through the scheme arrangement, the company has right-size its balance by adjusting losses.

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M&A Critique is the only magazine, News published from India which gives M&A News, Mergers and Acquisitions News, Analysis, Restructuring, Takeovers, and JV. Read More:- https://mnacritique.mergersindia.com/
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