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TABLE OF CONTENTS
Sr. No. CONTENTS Page .no.
1.
Introduction.........................................................................
3
2. CHAPTER-I
1.1 Nature & Importance Of Auditors Report In Merger And
Acquisition..............................................................................
1.2 Section 390 And 391 Of The Companies Act
.....................
1.3 Auditors Report And Share Exchange Ratio/ Valuation Of
Shares And
Assets....................................................................
4
6
8
3. CHAPTERII
Judicial Review Of Auditors
Report....................................... 11
4. CHAPTERIII
3.1 Interpretation To The Expression Latest
Audit Report
...........................................................................
3.2 Liability Of Auditor To Third
Party..................................
13
14
5.
Conclusion.................................................................................
16
6.
Bibliography.............................................................................
17
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INTRODUCTION:
Mergers and acquisitions (M & A) are transactions of great
significance, not only to the
organizations involved but also to their many stakeholders. The
success or failure of such an
undertaking can have enormous consequences for an organization's
shareholders and lenders,
employees, competitors, and community, as well as the
economy.
The M&A process include a mix of internal and external
specialists. The role of internal
auditors and risk managers is often reduced to post-deal
involvement. The high rate of M&A
failures indicates that companies often underestimate the
importance of risk management in
M&A decision-making. The internal audit function can improve
the quality of risk
management throughout the M&A process by conducting due
diligence and providing
expertise in business process integration.
An independent valuation of the assets and liabilities of the
company before any merger or
acquisition of the target company auditor is a condition
precedent for the merger or
acquisition.1
1Sirdharan & Pandian, Guide to Mergers and Acquisitions,
Second Edition (2006), page 184.
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CHAPTER-I
1.1 NATURE & IMPORTANCE OF AUDITORS REPORT IN MERGER AND
ACQUISITION:
ROLE OF AUDITOR:-
A company is a legal entity and there are certain obligations
that have to be complied with.
An auditors report is the one that lays down the complete
picture of the company that is, it
puts forth the actual financial position of the company. The
directors of the company may
exaggerate the financial condition of the company just to
increase the good will or to attract
customers. However, a report prepared by the auditor of the
company or any external auditor
will lay down the exact position as to whether the company is
earning profits or incurring
losses. It will also lay down if any kind of fraud or mischief
has been played with the
company money or has been misused. In case of any discrepancies,
it will be reported to the
central government and appropriate action will be taken. At any
point of time auditors report
is a necessary document to keep the members of the company
informed of all the activities
going on in the company.
The importance and role of auditors was discussed by Lord Oliver
in clear terms in the
leading case ofCaparo Industries Plc. v. Dickman2 , it held, it
is the Auditors function to
ensure, as far as possible, that the financial information as to
companys affairs prepared by
the Director accurately reflects the companys position in order,
first to protect the company
itself from the consequences of undetected error or possibly
wrongdoing and secondly; to
provide shareholders with reliable intelligence for purpose of
enabling them to scrutinise the
conduct of the companys affairs and exercise their collective
powers to reward or control or
remove those to whom that conduct has been codified.
In case of merger, amalgamation, compromise or any kind of
arrangement, the audit report
plays a main role as the transferee or the acquiring company
will get to know the actual
position of the company and if it is feasible and profitable to
enter into such an arrangement
with the company. While granting sanction to the scheme, the
court will also find the report
useful and in case of any violation of the Companies Act or
misappropriation, the court will
may grant sanction to the scheme as seen in the previous but
will take necessary action
against the violating officers.
2 (1990)BCLC237.
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IMPORTANCE OF AUDITOR AND HIS REPORT IN MERGER AND
ACQUISITIONS:-
Reconstruction of companies is crowded with various hurdles
which have to be crossed
before an acquisition or a merger takes place. Though such laws
and regulations are in place
to protect the interest of the shareholders and creditors it
seems that there could some kind of
relaxation. However, for any merger o acquisition of any company
the report of the auditor
plays a very important role in the process. He initiates and
concludes the accounting process
in the process of reconstruction of a company. He is the person
who assesses the worth of the
target company and also the value of the acquirer company, so
that the acquirer company is
paying the right value for the acquisition of the target
company. They also can inspect the
books of the target company, in order to protect the rights of
the acquirer company, so as not
to be defrauded later.
The report of the auditor plays a very vital role, as it becomes
the basis of any further
transaction or course of action, when the parties try to proceed
with the reconstruction of the
company. The company only carries on the concerned, business.
Since major issue involved
in the reconstruction of a company is with accounts and audit of
the company, the role of
auditor becomes important. Moreover, where a company is urging
for expansion of its
business activities and is in need of technology and money for
its expansion, it generally goes
in for reconstruction which can be organic or inorganic.
When a company intends to expand various sectors of the economy,
it definitely needs
resources both technological and monetary. ln order to obtain
technological resources it has
to obtain the same from outside, if internally it does not
possess the expertise. So, no
company would want to invest in a company unless it is well
aware of the financial position
of the company. That acquirer - company would only invest if the
business prospects of
entering into a. partnership with other company would benefit
itself from such a venture.
Hence, the target company needs to have knowledge of a sound
financial position of project,
if it wants the technological resources of the other company.
Hence, this financial soundness
of the target company would depend upon the report of the
auditors depicting the same. If the
auditors report has a positive sign, then the acquirer company
would definitely evince
interest in the target company, if not, the acquirer company
would not avail the risk of
investing its resources in that company. It is at this juncture
that the report of the auditorbecomes very important. An
independent valuation of the assets and liabilities of the
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company before any merger or acquisition of the target company
auditor is a condition
precedent for the merger or acquisition.
1.2 SECTION 390 AND 391 OF THE COMPANIES ACT
Section 391 provides for the scheme of a compromise or
arrangement. In Re Maneckchowk
And Ahmadabad Manufacturing co. Ltd3
it was held that Sec.391 is the complete code
which provides for the scheme of compromise and arrangement if
such scheme of
compromise deals with increase of share capital which may even
include reorganization of
share capital. The Court can under this section, sanction a
scheme containing all the
alterations required in the structure of the company for the
purpose of carrying out of the
scheme. Section 390 of Companies Act, 1956 provides that the
expression arrangement
includes the reorganization of the share capital of the company
by consolidation of shares of
different classes, or by both methods4.
In In Re: Maharashtra Apex Corporation Ltd5
it is held that before the court can accord
sanction to such a compromise or arrangement four conditions
have to be fulfilled, namely:
1. The company should disclose to the court by an affidavit or
other- wise all materialfacts relating to the company.
2. The company should produce the latest financial condition of
the company showingits financial position.
3. The latest auditors reporton the accounts of the company.4.
It should disclose the pendency or otherwise of any investigation
proceedings in
relation to the company under sections 235 and 251 and the
like.
Section 391 of the Companies Act, 1956, emphasizes upon the
above stated conditions
precedent. When three-fourths of the values of creditors agree
for any compromise or
arrangement, it shall be sanctioned by the Tribunal which would
be binding on all the
creditors or members. But the proviso to section 391 imposes a
condition on the order of
sanction by the Tribunal. It states that the Tribunal shall not
order the sanction of the
3
(1981) 2 Comp LJ 440 (Guj).4 Supra note 1. At p. 6105 (2005) 5
Comp LJ 78 (Karn).
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reconstruction or scheme of amalgamation unless and until it is
well aware of all the material
facts about the company6.
The Delhi High Court in Bhagwan Singh and Sons (P) Ltd. v
Kalawati and others7, has
held that that the proviso to section 391 laid down that no
order sanctioning any compromise
or arrangement should be made by the court unless the court was
satisfied that the company
had disclosed to the court all material facts relating to the
company such as the latest financial
position of the company, the latest auditors report, etc. This
had to be up to the stage when
the petition became due for sanction. But the company had
withheld the full material facts
and its latest financial position. All this information was only
necessary for ascertaining
whether the so-called other creditors were actually shareholders
but also for finding the
current net annul profits and how far the past losses had been
wiped off.
The material facts related to the company also include the
latest financial positions of the
company and also the report of the auditors of the company.
Hence, before the order of
sanction of any scheme of reconstruction or amalgamation by the
creditors or members the
Tribunal should have complete knowledge of the true financial
position of the company8
which can be provided only by an independent valuation of the
assets and liabilities of the
company i.e. by the auditor of the company. The provision
emphasizes on the auditors report
so as not hamper the interest of the company in the hands of few
wealthy creditors or
members. The provision is intended to protect the minority
shareholders of the company.
SEBI (Substantial Acquisition of Shares and Takeovers)
Regulations, 1997
Regulation 43 empowers the Board to appoint a qualified auditor
to investigate into the
accounts or affairs of the person concerned if the complaints
received from the investors, the
intermediaries or any other person on any matter having a
bearing on the allegations of
substantial acquisition of shares and takeovers
Regulation 38 empowers the auditor to investigate into the
complaints on the allegations of
substantial acquisition of shares and takeovers. He can also
undertake a suo-moto
investigation in the interest of the investors for any breach of
the regulations. He shall also
ascertain the provisions of the Act and Regulations have been
complied with.
6 Dr. Avtar Singh, Company Law, Eastern Book Company, (15th
edn.) 2007, p. 6187 (1983) 3 Comp LJ 297 (Del)
8Jaypee Cements Ltd., Re (2004) 2 Camp LJ 105 (All)
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Regulation 40 obliges the auditor to examine or record the
statements of the directors,
officer or the employee of the acquirer, the seller, Target
Company and the merchant banker,
whose duty is to assist the auditor in doing so.
1.3 AUDITORS REPORT AND SHARE EXCHANGE RATIO/ VALUATION OF
SHARES AND ASSETS:
There is no specific requirement of law that there should be a
valuation report either from a
chartered accountants firm or otherwise9. In Patiala Starch and
Chemical Works Ltd Re
10
it is held that when there is no expert valuation and when the
shareholders are not informed
of the fair proportion of shares it is considered suspicious and
not trustworthy. In such
circumstances court may refuse to grant sanction to such a
scheme. Valuation is an important
aspect in mergers and acquisition and it is done by a team of
experts comprising financial
experts, accounting specialists, technical and legal
experts11
.
In Covelong Beach Hotels (India) Ltd. v Oriental Hotels Ltd.12,
the High Court held that the
chartered accountant discharges his duties according to the
obligations cast on him by the
statute and well established principles of professional conduct
and etiquette and therefore an
objection that the chartered accountants suggesting the swap
ratio are not statutory auditors is
not tenable.
When an amalgamation is going to take place among two companies,
the auditors of the
company or external auditors appointed by the company will
prepare a valuation report
wherein the share exchange ratio that is the ratio in which the
shareholders of the transferor
company will hold shares in the transferee company will be
calculated and stated. This report
is put before the board of directors of both the companies to
seek their approval.
While preparing the report the auditors have every right to go
through any documents of the
company required to prepare the report. The swap ratio also
known as the share exchange
ratio can be questioned by the members of the company but once
it is approved by the
majority shareholders, it has to be accepted by everyone. Even
if it is questioned in the
9Gulmohar Finance Ltd., in re (1995) 5 SCL 207 (Del).
10(1958)28 Comp Cases 111 (Punj).
11 J.C. Verma, Corporate Mergers Amalgamations and Takeovers,
(5th Edn.) 2008, Bharat
Law House, page 36212
(2002) 4 Comp LJ 195 (Mad).
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petition for sanction of the scheme, the court will not
interfere in such a valuation. In a
number of cases the court has held the following:
The share exchange ratio if agreed by the requisite majority of
the shareholders of the
company, is not be questioned by the court merely because the
same is opposed by a small
number of shareholders holding negligible number of shares. If
the share exchange ratio had
been fixed by an experienced and reputed firm of chartered
accountants, then in the absence
of any charge of fraud against them the court would accept such
valuation and ratio
exchange13
.
In Miheer H Mafatlal v Mafatlal Industries Ltd(1996) 4 Comp LJ
124 (SC) the Supreme
Court has also observed that the valuation of shares is a
technical and complex problem
which can be appropriately left to the consideration of experts
in the field of accountancy.
Factors influencing Valuation:
The valuation of shares of a company is based on the following
factors:
Current stock market price of the shares Profits earned and
dividend paid over the years
Availability of reserves and future prospectus of the company
Realizable value of the net assets of the company Current and
deferred liabilities for the company Age and status of plant and
machinery of the company Net worth of the company Record of
efficiency, integrity and honesty of the Board of directors and
other
managerial personnel of the company
Quality of top and middle management of the company and their
professionalcompetence
Record of performance of the company in financial termsIn
Hindustan Lever Employees Union v Hindustan Lever Ltd.
14, it was mentioned that if
any illegality/fraud perpetrated upon the shareholders of
amalgamating companies is not
observed, and the exchange ratio arrived at by charter
accountants has been approved by the
requisite authorities then the court would not interfere with
the scheme. In cases where
13In Re: Brooke Bond Lipton India Ltd (1999) 98 Comp Case
496
14 1994) 4 Comp LJ 267 (SC): AIR 1995 SC 470.
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statutory majority had accepted the swap ratio proposed, the
onus must rest on the objectors
to satisfy the court that it is unfair. Unless there is evidence
of fraud or mala fides on the part
of the valuer, the share exchange ratio cannot be said to be
unreasonable or unfair merely
because the ratio looks one sided or lop sided. This Onus is not
discharged by vague and
general assertions devoid of any particulars.
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CHAPTER -II
JUDICIAL REVIEW OF AUDITORS REPORT
The auditors report contains the financial position of the
company in the form of balancesheets and other accounting
statements. Ideally, the court may not question the auditors
report unless and until the report has been made by practicing
fraud or misdemeanour. Since
the report of the auditor involves certain standards of
accounting which are well established
the court may not interfere with the report of the auditor
unless it finds the auditors have
departed from the fundamental rules of accounting. The general
rule persists that the court
may not question the validity of the auditors report.
In Re: Kusum Products Limited and Anr.15 the objections were
raised that valuer has not
taken into consideration the auditors report, details mentioned
in balance sheets, the share
exchange ratio being unfair to a holders of equity shares and
the auditors report is full of
adverse comments and qualifications, and where there was no
authentic latest auditors report
on the accounts of the company before the court, but still the
court went ahead and sanctioned
the scheme as there was nothing on the part of the defendants to
show that the valuation done
by the valuer was unreasonable and unfair. Hence, since there
was no clinching evidence to
show that the scheme was against the interests of the
shareholders, the court sidelined the
auditors report.
InJ. S. Davar v. S. S. Marathe16
court the court is not bound by the majority approval. The
scheme may be rejected by the court if it finds that the
necessary material facts are not placed
before the court and the meeting.
In Re: Modern Denim Ltd17
. Where the company was making huge profits but due to
recession worldwide went into losses, the meeting of the secured
and the unsecured creditors
was called. Only four secured creditors voted against the
scheme. The auditors report had
certain adverse observations regarding the appointment of
directors to other companies, as
the company had defaulted in making payments to loans,
redemption of debentures. The
company was declared as a sick company under BIFR but still its
accounts where prepared as
a going concern. All this had been brought to the knowledge of
the shareholders and also the
secured and the unsecured creditors. So, there was no
non-disclosure of material facts on the
15
(1999)98 Comp Cas 10 (Cal).16AIR 1967 Born 456
17 (2009)148 Comp Cas 884 (Raj)
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part of the company. The court allowing the application had
opined that the thing which
needs to look into is, firstly, whether accounts have been
prepared according to the set
standards of accounting and secondly, whether scheme of
reconstruction is reasonable fair
and according to the law and in the interests of the secured
creditors.
In Bharat Synthetics Ltd. V Bank Of India18
- two companies approached the court to
approve a scheme of amalgamation though all shareholders had
agreed to the amalgamation
there was no audit of the accounts of the company. The court
held that unless and until an
audit is conducted of the accounts of both the transferor and
transferee companies the true
financial position of the company remains unauthenticated.
Moreover the information
supplied to the court in the form of balance sheets and other
accounts would also have no
value unless an audit is conducted by independent auditors.
The prerequisites of section 391 or 394 of the Companies Act as
observed by the Supreme
Court in State Of West Bengal V. Pronab Kr. Sur19
is not an empty formalities and cannot be
thrown to the winds, for no order sanctioning the scheme can be
passed unless the latest audit
report and report of official liquidator etc., are made
available to the court. Hence, the court
gave the importance to the audit report by independent auditors
and directed the company to
appoint auditors as a sine qua non for the court to allow the
application for sanction of the
scheme of amalgamation.
Therefore, in nut shell the aspect that the court takes into
consideration while granting
sanction to the scheme of amalgamation, compromise or
arrangement is that:-
a) The majority of the shareholders have agreed to that schemeb)
The scheme is not prejudicial to the interests of the members of
the companyc) The scheme is not opposed to the public policyd) The
auditors report is clean with regard to the affairs ofthe companye)
If points at (a), (b) and (c) are satisfied then the auditors
report may not be given
much importance while granting the sanction but in case of any
violation of the Act or
any regulations by any of the officers of the company as
mentioned in the report,
appropriate action will be taken against them.
18(2000)1 Comp LJ 376 (Bom).
19(2003)3 Comp LJ 42 (SC)
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CHAPTERIII
3.1 INTERPRETATION TO THE EXPRESSION LATEST AUDIT REPORT
The interpretation of Sec. 391 as regards latest audit report
would cause some confusion.
The question that needs to be addressed is that whether latest
financial position is at the time
of making the application or at the time sanction of the scheme.
In the case ofNavjivan Mills
Company Ltd20
., , wherein the Gujarat High Court held as follows:
The word latest is always a relative term and it has to be
understood relation to the date on
which the petition is filed
The Delhi High Court in the case ofAradhana Beverages and Food
Company Limited, In
re21
held that the latest auditors report of the company which is
required to be disclosed in
the one which would be available as on the date filing of the
application. The latest report
should be in form of an affidavit. But in KEC international Ltd.
v Kamani Employees
Union22
it was contended that the latest financial position of the
company referred to in the
proviso to section 391(2) is the position as at the time of the
final hearing of the application
i.e. at the time of sanctioning of the scheme of
arrangement.
The words latest auditors report thus connotes the latest
auditors report which is availableor which should normally be
available at the time of filing of the petition. It is not
compulsory that company must get the accounts audited time and
again till the petition comes
up for hearing and place that auditors report before the court
at the time of hearing the
petition. There would always be some time gap between the date
on which the auditor audits
the accounts and prepares his report and the date on which the
company petition is filed and
the date on which petition is actually heard.23
In the case ofState Bank of India v. Alstom Power Boilers
Limited24
it has been held that
while the company should produce the latest balance sheet,
profit and loss account and the
auditors report as on the date when the matter is actually heard
by the court especially when
there is long gap between the date of application and the date
when the court considers the
20(1971)2 Comp LJ 600 (Guj).
21(1995)3 Comp LJ 421 (Del).
22
(2000)1 Comp LJ 351 (Bom)23 In Re: zee interactive multimedia
ltd. (2002) 4 Comp U 36 (Born).24 (2003) 5 Comp LJ 268 (Bom).
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scheme for sanction, but if the said record has not been
produced then it is open to the court
to call for and look into the said records. Hence, the law as it
stands today is that the court
may again call for records of the audited accounts of the
company while it is hearing the
petition.
3.2 LIABILITY OF AUDITOR TO THIRD PARTY:
While making report by the auditor he has to keep in mind
certain things such as duty of care.
In case of any negligence on the part of the auditor may give
rise to liability against third
person who has caused such loss because he relied on such
report. Thus, auditors report is an
essential tool and any failure of the auditor in handling the
audit of the company has its
implications under the Accounting Standards and the Companies
Act.
There was formerly the prevailing view that there is no
liability for negligent
misrepresentation made by one person to another who had relied
upon it to his detriment, in
the absence of any contractual or fiduciary relationship between
the parties or the fraud.25
This position was overruled inHedley Byrne & Co. v.Heller
& Partners26
where it was held
that in certain circumstances contractual liability could be
incurred for a negligent
misstatement made by one person to another, even in the absence
of any contractual or
fiduciary relationship.
The parameters of such responsibility were limited by the
neighbourhood principle laid
down by Lord Atkin inDonaghue v. Stevenson27
. InJeb Fastners v.Marks Bloom & Co.,28
the appropriate test for establishing whether a degree of care
exists was laid down to be
whether the defendant knew or reasonably should have foreseen at
the time the accounts were
audited that a person might rely upon those accounts for the
purpose of deciding whether or
not to take over the company and, therefore could suffer a loss
if the accounts were
inaccurate. Firstly, they must have relied upon the accounts and
secondly, they must have
done so in circumstances where either the auditors knew they
would, or ought to have
known, that they might.
25 In Candlerv. Crane, Christmas & Co., [1951] 2 KB 164, a
majority of the Court of appeal dismissed the
claim of the plaintiff who had invested money a company, in
reliance upon the accounts prepared by the
accountants and consequently lost his investment.26Hedley Byrne
& Co. v.Heller & Partners, [1964] AC 465.27Donoghue v.
Stevenson, [1932] AC 562.28Jeb Fastners v.Marks Bloom & Co.,
[1981]3 All E. R. 289.
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The decision inHedley Byrne v. Heller29
held that liability for negligent statements resulting
in the financial loss is not limited only to cases where there
is an existing contractual or
fiduciary relationship. This raised the question of the limits
of such liability. The test of a
reasonable man would not make the auditors liable. The rule thus
was that the auditors would
not be liable to third parties unless the facts of the case
showed otherwise.
Thus, in Candler v. Crane, Christmas and Co30, where the
accounts were prepared
specifically for the purpose of inducing the plaintiff to invest
in the company, to the
knowledge of the auditors, there was a duty of care even though
the plaintiffs were not
members or shareholders of the Company. This can however, be
negated by a clear clause
expressly disclaiming liability.31
There are recent cases which state that the auditors should
have foreseen that the accounts may be relied on by future
investors for the purpose of
making decisions regarding their investments.32
29 (1964) A.C. 465.30 [1951] 2 K.B. 164.31P.A. Bird, et al,
Annual Accounts and Returns, Ed., Clive M. Schmitthoff,Palmers
Company Law (Vol.
1, 24th ed., 1987) at 109132
JEB Fastners Ltd v. Marks, Bloom and Co, [1981] 3 All ER 289
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CONCLUSION
In case of merger, amalgamation, compromise or any kind of
arrangement, the audit report
plays a main role as the transferee or the acquiring company
will get to know the actualposition of the company and if it is
feasible and profitable to enter into such an arrangement
with the company. While granting sanction to the scheme the
court will also find the report
useful and in case of any violation of the Companies Act or
misappropriation, the court may
grant sanction to the scheme as seen in the previous but will
take necessary action against the
violating officers.
The law that emerges from the above discussion is that the court
is not bound by the auditors
report also. It can also go into the question whether the scheme
is useful, reasonable,
practicable, fair and in the interests of the shareholders,
creditors of the company and the
company itself. It is also seen that sometimes the court
seriously examines the report of the
auditor in cases there are involved deep technicalities of
accounting. It may also view the
report very shrewdly if it finds certain mysterious
circumstances that surround the report of
audit of the company. The latest financial position only aids
the court in coming to the
conclusion regarding the financial status of the acquirer and
the target company.
If the court finds that the auditors report is in the interest
of the company, and the company
as a whole would benefit then it might sanction the scheme of
amalgamation thereby
upholding the report of the auditor. Hence, if the court decides
that it will not accept the
report of the auditor, it should simply look at the scheme of
amalgamation in terms of equity.
If it satisfies the conscience of court that the scheme would
not be prejudicial to the interests
of the company then it may order the sanction for the scheme of
amalgamation.
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BIBLIOGRAPHY
BOOKS:
Jayant Thakur,Law And Practice Of Merger And Acquisitions,(1st
Edn.),Snow White,1997
Sirdharan & Pandian, Guide To Mergers And Acquisitions,
Second Edition (2006), Wolter Kluwer, Merger & Amalgamations
And Takeover Practice,(4 th Edn.), Wolter
Kluwer (India) Pvt Ltd, 2011
ARTICLES:
Allison, Lisa M. "The Accountant's Role In Acquisition
Analysis," ManagementAccounting, June 1984
Srikanth Hariharan, Role Of Auditors Report In Merger And
Acquisition, CompanyLaw Review, June 2011
Websites:
http://legalsutra.org/962/auditor%E2%80%99s-liability/
http://www.icai.org/resource_file/102161670.pdf
http://www.iiaindia.org/guidance.asp
http://www.mca.gov.in/Ministry/latestnews/CG_Voluntary_Guidelines_2009_24dec2
009.pdf
