M&A Happenings: April 2015

Industry-wise breakup of the schemes filed is as follows:

This month 31 (Thirty One) Schemes were filed, involving 80 (Eighty) Companies, of which 25 (Twenty-Five) Schemes were Schemes of Amalgamation and 2(Two) Schemes were Schemes of Demerger, 1(One) was scheme of an Arrangement and 3(three) Schemes were of Composite Schemes of Arrangement.

Other facts are:-

• 4 (Four) Companies were Listed Company.
• 18 (Eighteen) Companies have paid-up Capital of more than Rs. 10 Crores.
•  7 (Seven) Schemes were Merger between Holding Company and Subsidiary Company.
• 11 (Eleven) Schemes, the Transferor Company has carried forward losses and the Transferee Company is profit making.
• In 1 (One) Scheme, the Transferor Company and the Transferee Company both have carried forward losses.
• In 7 (Seven) Scheme, Transferor Company is profit making and the Transferee Company is loss making.

DETAILS OF SCHEME

SCHEME OF AMALGAMATION:

CLEAR MIPAK PACKAGING SOLUTIONS LIMITED WITH HITECH PLAST LIMITED.

This Scheme is a Scheme of Amalgamation between Listed and Unlisted Company. This is a case of horizontal amalgamation as both the companies are engaged in the business of Manufacturing of Plastic Containers. Clear Mipak Packaging Solutions Limited is a subsidiary of Hitech Plast Limited as Hitech Plast Limited holds 26,83,020 Equity Shares (60%) of Clear Mipak Packaging Solutions Limited.The consideration would be issued by way of 9% Non-Convertible Redeemable Cumulative Preference Shares to Equity Shareholders of Clear Mipak Packaging Solutions Limited. Post Amalgamation total Share Capital of Hitech Plast Limited will be Rs.4611.98 lacs comprising of Rs 1517.57 lacs of Equity Shares and Rs 3094.41 lacs 9% Non-Convertible Redeemable Cumulative Preference SharesPromoter holding will be 74.43% as against the present holding of 71.06%.The Appointed Date of the Amalgamation is 1st   April 2014.

SOVEN TRADING & INVESTMENT COMPANY PRIVATE LIMITED, SUDIPTA TRADING & INVESTMENT COMPANY PRIVATE LIMITED, TRANSGENE TRADING & INVESTMENT COMPANY PRIVATE LIMITED AND ANAND SYNTHOCHEM LIMITED WITH FDC LIMITED

This scheme is a scheme of Amalgamation of Unlisted Companies with Listed Company. This is the case of conglomerate amalgamation as Soven Trading & Investment Company Private Limited, Sudipta Trading & Investment Company Private Limited, Transgene Trading & Investment Company Private Limited are NBFCs and Anand Synthochem Limited and FDC Limited are engaged in the pharmaceutical business. Anand Synthochem Limited is wholly owned subsidiary of FDC Limited as entire share capital of Anand Synthochem Limited is held by FDC Limited and its nominee. Soven Trading & Investment Company Private Limited holds 1,80,08,500 (10.13%) Equity Shares in FDC Limited.Sudipta Trading & Investment Company Private Limited holds 1,83,52,000 (10.32%) Equity Shares in FDC Limited. Transgene Trading & Investment Company Private Limited holds 1,90,24,500 (10.70%) Equity Shares in FDC Limited which shall stand cancelled as an integral part of the Scheme and similar numbers of Equity Shares will be shield to Equity Shareholders of Soven Trading & Investment Company Private Limited and Sudipta Trading & Investment Company Private Limited and Transgene Trading & Investment Company Private Limited. No share will be issued to shareholders of Anand Synthochem Limited as it is held by FDC Limited and its nominee. Post Amalgamation Share Capital of FDC Limited will be Rs. 1778.33 lacs and promoter holding will remain same i.e 68.89%.The Appointed Date of the Amalgamation is 1st September 2014.

SCHEME OF ARRANGEMENT:

JAIPRAKASH ASSOCIATES LIMITED WITH ULTRATECH CEMENT LIMITED.

This scheme is a scheme of Arrangement between two Listed Companies. This is the case of horizontal amalgamation as both the companies are engaged in the Cement business. The business is transferred on Slump Exchange basis in accordance with the terms of the Scheme and pursuant to the provisions of sections 391 to 394 of the Companies Act and the consideration would be issued by way of Cumulative Redeemable Preference Shares & Unsecured Non-convertible Redeemable Debentures to Jaiprakash Associates Limited. Post Amalgamation total Equity Share Capital of Ultratech Cement Limited will be Rs 27,440.34 lacs & Preference Share Capital will be Rs.10 lacs. Promoter holding is 39.45% which will remain unchanged as there is no issue of Equity shares. The Appointed Date of the Amalgamation is Effective Date.

PETITIONS ADMITTED

The number of Schemes admitted was 34(Thirty Four)of which 31 (Thirty One) Schemes were Schemes of Amalgamation and 3(Three) Schemes were Schemes of Demerger.

IMPORTANT ONES ARE LISTED BELOW:

Scheme of Amalgamation

• Gogri & Sons Investments Private Limited, Alchemie Leasing & Financing Private Limited, Anushakti Holdings Limited and Anushakti Chemicals & Drugs Limited with Aarti Industries Limited.
• Vantage Corporate Services Limited with Vantage Knowledge Academy Limited.

PETITIONS SANCTIONED

The numbers of Schemes sanctioned were 44 (Forty Four) of which 27 (Twenty Seven) Schemes were Schemes of Amalgamation, 8 (Eight) Schemes were Schemes of Demerger, 4 (four) Schemes were Schemes of Arrangement and 5(Five) Schemes were Composite Schemes of Arrangement.

IMPORTANT ONES ARE LISTED BELOW:

Scheme of Amalgamation

• Welspun Enterprises Limited, Welspun Infratech Limited, Welspun Plastics Private Limited and Welspun Infra Projects Private Limited with Welspun Projects Limited.
• Marico Kaya Enterprises Limited with Kaya Limited.
• Parry Phytoremedies Private Limited with E.I.D.Parry (India) Limited.

Scheme of Arrangement

• Mastek Limited and Minefields Computers LimitedandMajesco Software & Solutions India Private Limited.

Composite Scheme of Arrangement

• Kirloskar Brothers Investments Limited and Pneumatic Holdings Limited and Kirloskar Oil Engines Limited.

Note: In the Annual M&A Happenings, which were published in last month’s magazine, deals containing “Other”part which accounts for 39% of the Total Deals from Apr – 14 to Mar 15 has been mistakenly printed as “Textile”. Please ignore the mistake