presentation of dabur and fem care

8/8/2019 Presentation of Dabur and Fem Care

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Acquisition of Controlling Stake in Fem Care Pharma LtdBy

Dabur India Ltd (DIL)


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Amalgamation

ACQUISITION Merger

LARGE

COMPANY

SMALL COMPANY

A LTD B LTD

C LTD


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Acquiror/Transfree- Dabur

Acquiree/Transferor-Fem Care

Date of acquisition-1st April 20099(as per companies act 1956)

Date recorded by company-30th June


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D eal StructureDabur India Ltd 72.15% Fem Care Ltd Rs. 203.7 cr

Dabur additional 20% stake Fem Care Ltd. Rs.56 cr

The transaction values FCPL at an equity value of Rs 282.4 cr

Dabur Ltd. Fem Care 2009 Rs . 270 cr

A llotment of shares 5:1(5 sh are s D abur for every 1 sh are h eld in Fem Care)

acquire


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The Share capital of Fem as on March 31, 2009

SHARE CAPITALTh e sh are capital of Fem a s on Marc h 31, 2009 i s a s under:

Particulars Amount

(Rs. in Lac s )Authorized Capital7,000,000 Equity S h are s of Rs. 10 eac h 700 .00

700.00Issued, Subscribed and Paid-up 3,529,400

Equity S h are s of Rs. 10 eac h 352 .94Add: amount paid-up on forfeited sh are s 0 .15

353.09


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The share capital of Dabur as on March 31, 2009

Particulars Amount(Rs. in Lac s )

Authorized Capital

1,450,000,000 Equity S h are s of Rs. 1 eac h 14,500 .0014,500.00

Issued, Subscribed and Paid-up

865,076, 249 Equity S h are s of Rs. 1 eac h 8,650 .76

8,650.76


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O bject of the O ffer

To Exerci s e Control Over T h e Target Company & R igh t To Appoint D irector s Or Th roug h Control Over Management Or Policy D eci s ion s.

To Strengt h en T h e Target Company s Pos ition In T h e Indu s try .

Re s ult In Improved S h are h older Value For Bot h Th e Companie s.

Re s ult In En h ancing T h e Scale Of Operation s And Reduction In Over h ead s


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Reason for acquisition of fem care

Lack of adequate adverti s ing budget to matc h t h e s ame .

Perceived to be a s mall family run enterpri s e .

No s tructured & profe ss ional approac h toward s communication s.

Lack of building t h e brand s in co s t effective manner .

Lack of s ocial and corporate image building .


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D oe s th is dealing betweenbot h th e Companie s wa s righ t?


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Fem Care Pvt Ltd

0

20

40

60

80

100

120

140

2oo8 2010

20%

Net Profit

Growth in %

Incrores

2008-2009 ---93 .7 cr

2009-2010---

119 .2 cr


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D abur Pvt Ltd

0

1

2

3

4

5

6

2008-2009 2009-2010

28.6%

Net profit

Growth in %

In billion

2008-2009---3 .91bn

2009-2010---5 .03 bn


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Con s olidated Net Sale s

0

5

10

1520

25

30

35

40

2008-2009 2009-2010

20.6%

Net Sales

Growth in %

In billion

2008-2009---28 .34 bn

2009-2010---

34 .16 bn


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ACCOUN TING TREATMEN T

Equity S h are s

Th e inve s tment s h eld by Tran s feree Company

Record of a ss et s and liabilitie sInter-company balance s D ifference between t h e book value of net

a ss et s Aut h orized sh are capital


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STAFF, W O RKMEN & EMPLOY EES

Employee s of t h e Tran s feror Company sh all bedeemed to h ave employee s of t h e Tran s fereeCompany

Term s and condition s of t h eir employment

Provident Fund, Gratuity Fund, SuperannuationFund


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Conclu s ion

presentation of dabur and fem care

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