Manoj Toshniwal and Ramesh Bardia promoted unlisted entity EMC would get 235 shares in Williamson Magor group company Kilburn Engineering for every 100 shares held in the former, according to a proposed scheme of amalgamation. Both EMC and Kilburn shares have face value of ₹10 each.

Kilburn, in a filing, said the share swap ratio was based on the valuation report prepared by an independent chartered accountant Sharp & Tannan. It also said Microsec Capital, an independent merchant banker, has provided the fairness opinion on the valuation report.

McNally Bharat

For the other Williamson Magor group company McNally Bharat, which is also to be merged with Kilburn, the equity share exchange ratio would be 100 for 120 shares of ₹10 each. In McNally Bharat, EMC holds around 28 per cent and one EMC promoter entity holds around 10 per cent. Kilburn, on the other hand, holds 1.69 per cent in McNally Bharat.

Shareholders of McNally Bharat, also a listed entity, would get one 11.50 per cent non-convertible preference share of ₹100 each from Kilburn for one similar instrument.

Shareholders of McNally Sayaji, a 75 per cent subsidiary of McNally Bharat, because of better valuation, would get 293 shares in Kilburn for every 100 shares.

Varying net worth and untangling of cross holdings have produced different valuations and share exchange ratios. Among the merging companies, EMC had the highest net worth — net worth of ₹652.08 crore and total asset of ₹3,121 crore, as on March 31, 2015.

The Kilburn stock on Friday closed 2 per cent up at ₹64.65 on the BSE, while that of McNally Bharat finished at ₹78.20, up around 3 per cent.

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