The scheme, sanctioned earlier by the Calcutta high court, proposes a mergher of four group companies Arvind Investment, Field Investments Ltd, Keya Trading Co, Krish Management Services and a wholly-owned subsidiary Quandong Investments Ltd with Duncans Industries.

On account of the legal restructuring, the loan exposure of Duncans Industries Ltd will come down by around Rs 65 crore against the chairman's earlier estimate of Rs 100 crore.

This merger, which is part of the legal restructuring exercise, is being implemented to keep up the management's promise to clean up its balancesheet includes reduction of its loans and advances to group companies.

According to its corporate review of 1998-99, a conscious decision had been taken to lessen theloan burden within two years. The parent's total loan exposure -- secured and unsecured -- stood at Rs 695.89 crore on March 31, 1998, against Rs 519.86 crore in the previous year.

Duncans Brothers, which was the parent company of all the Goenka brothers, was split and the companies owned by them were transferred to four newly formed investment companies. In fact, group company Field Investments was earlier the holding company of Duncans Agro Industries Ltd (former name of Duncans Industries) belonging to GP Goenka.

Later through a restructuring programme, Field Investments became a group company but still today it continues to hold some of the shares Duncans.

According to the scheme, shareholders of Field, Keya, Quandong and Krish will get one Rs 10 equity share of Duncans for every sixty full-paid equity shares of Rs 10 each held by them. In case of Arvind Investments, its shareholders will get one Rs 10 equity share of Duncans for every six fully paid-up equity shares of Rs 100 each held bythem.

Shareholders of Quandong Investments having subsrcibed to 11 per cent preference shares, one Rs 10 equity share of Duncans will be issued for every six fully paid-up shares of Rs 100 each held by them.

Among the companies proposed to be merged, Arvind Investments is the oldest being incorporated in March 1973 with an authorised share capital of Rs 3 crore and Rs 2.94 crore issued and paid-up. In August 1979, Field was incorporated and it has an issued and paid-up share capital of Rs 34 lakh.

Wholly-owned subsidiary Quandong was incorporated in June 1981 and has an issued and paid-up share capital of Rs 98 lakh. Krish which was incorporated in February 1988, has a paid-up share capital of only Rs 40,700, while Keya Investments, incorporated in May 1995 has a paid-up capital of Rs 1 lakh.

On the other hand, Duncans have an authorised share capital of Rs 150 crore while its issued and paid-up capital is Rs 75.68 crore.