M&A Happenings: June 2015

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

This month 32 (Thirty-Two) Schemes were filed, involving 102(One Hundred and Two) Companies, of which 29 (Twenty Nine) Schemes were Schemes of Amalgamation, 3(Three) Scheme was Scheme of Demerger.

Other facts are:-

• 6 (Six) Companies were Listed Companies.
• 19 (Nineteen) Companies have paid-up Capital of more than Rs. 10 Crores.
• 9 (Nine) Schemes were Merger between Holding Company and Subsidiary Company.
• In 13 (Thirteen) Schemes, the Transferor Company has carried forward losses and the Transferee Company is profit making.
• In 5 (Five) Schemes, the Transferor Company and the Transferee Company both have carried forward losses.
• In 4 (Four) Schemes, Transferor Company is profit making and the Transferee Company is loss making.

DETAILS OF SCHEME

SCHEME OF AMALGAMATION:

CAPRI GLOBAL DISTRIBUTION COMPANY PRIVATE LIMITED AND CAPRI GLOBAL FINANCE PRIVATE LIMITED AND CAPRI GLOBAL INVESTMENT ADVISORS PRIVATE LIMITED AND CAPRI GLOBAL RESEARCH PRIVATE LIMITED WITH CAPRI GLOBAL CAPITAL LIMITED

This Scheme is Scheme of Amalgamation of Unlisted Companies with Listed Company. This is a case of conglomerate amalgamation as all the Transferor Companies are engaged in the business of investing in shares & securities and the Transferee Company is Non-Banking Financial Company. All the Transferor Companies are Wholly Owned Subsidiaries of Transferee Company. No shares will be allotted in respect of the aforesaid Equity holdings.The Appointed Date of the Amalgamation is 1st April 2015.

 GEETAPURAM PORT SERVICES LIMITED AND NORTH EAST NATURAL RESOURCES PRIVATE LIMITED WITH GONTERMANN-PEIPERS (INDIA) LIMITED

This Scheme is Scheme of Amalgamation of Unlisted Companies with Listed Company. This is a case of conglomerate amalgamation as Geetapuram Port Services Limited is carrying on the business of operating and administrating port services and North East Natural Resources Private Limited is not carrying on any business operations. Transferee Company is engaged in the business of manufacturing of Iron and Steel rolls, castings etc. North East Natural Resources Private Limited is wholly owned subsidiary of Geetapuram Port Services Limited.Post Amalgamation total Share Capital of Gontermann-Peipers (India) Limited will be Rs.2515.37lacscomprising of Rs 2423.5 lacs of Equity Shares and Rs 91.87 lacs 6%Cumulative Optionally Convertible Redeemable Preference Shares of Rs. 10/- each. Promoter holding will be 74.81% as against the present holding of 72.55%.The Appointed Date of the Amalgamation is 1st April 2013.

SCHEME OF DEMERGER:

PUDUMJEE PULP & PAPER MILLS LIMITED AND PUDUMJEE INDUSTRIES LIMITED AND PUDUMJEE HYGIENE PRODUCTS LIMITED AND PUDUMJEE PAPER PRODUCTS LIMITED

This is Scheme of the demerger of Listed Company and Unlisted Company. The Scheme proposes Demerger of Manufacturing Business of Pudumjee Pulp & Paper Mills Limited and Pudumjee Industries Limited and trading business of Pudumjee Hygiene Products Limited into Pudumjee Paper Products Limited.Pudumjee Pulp & Paper Mills Limited is in the business of Paper, Real Estate & Power. Pudumjee Industries Limited and Pudumjee Paper Products Limited are engaged in the manufacturing of various types of papers.Pudumjee Hygiene Products Limited is in the business of manufacturing of Speciality papers, engineering papers etc.Pudumjee Hygiene Products Limited is wholly owned subsidiary of Pudumjee Industries Limited as entire share capital of Pudumjee Hygiene Products Limited   is held by Pudumjee Industries Limited.Pudumjee Pulp & Paper Mills Limited and Pudumjee Industries Limited are Listed Companies.The Appointed Date of Demerger is 1^st April 2014.

Consideration for Demerger

Pudumjee Paper Products Limited will issue 37 Equity Shares of Rs.1/- each at a premium of Rs.19/- each for every 20 Equity Shares of Rs. 2/- each held in Pudumjee  Pulp & Paper Mills Limited to shareholders of Pudumjee Pulp & Paper Mills Limited and 9 Equity Shares of Rs.1/- each at a premium of Rs.19/- each for every 20 Equity Shares held in Pudumjee Industries Limited to shareholders of Pudumjee Industries Limited and 7 Equity Share of Rs.1/- each at a premium of Rs.19/- each for every 20 Equity Shares held in Pudumjee Hygiene Products Limited to shareholders of Pudumjee  Hygiene Products Limited

JINDAL PHOTO LIMITED ANDJINDAL POLY FILMS LIMITED

This is Scheme of demerger between Listed Companies. The Scheme proposes Demerger of Manufacturing division of Jindal Photo Limited into Jindal Poly Films Limited.Demerged Company is engaged in the business of manufacturing of Photographic and medical products and Resulting Company is in the business of Commodity Chemicals.The Appointed Date of Demerger is 1st April 2014.

Consideration for Demerger

Jindal Poly Films Limited will issue 10 Equity Shares of Rs.10/- each for every 59 Equity Shares of Rs. 10/- each held in Jindal Photo Limited.

PETITIONS ADMITTED

The number of Schemes admitted was 8 (Eight) of which 6 (Six) Schemes were Schemes of Amalgamation and 2(Two) Schemes were Schemes of Demerger.None of the petition admitted during this month was involving Listed Companies hence not reported.

PETITIONS SANCTIONED

The numbers of Schemes sanctioned were 3 (Three) of which all Schemes were  Schemes of Amalgamation.

None of the schemes Sanctioned during this month were involving Listed Companies hence not reported.