M&A Happenings: July 2015

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

This month 52 (Fifty Two) Schemes were filed, involving 136 (One Hundred and Thirty Six) Companies, of which 35 (Thirty-Five) Schemes were Schemes of Amalgamation, 12 (Twelve) Schemes were Scheme of Demerger, 1 (One) Scheme was Scheme of Arrangement and 4 (Four) Schemes were Composite Scheme of Arrangement.

Other facts are:-

• 6 (Six) Companies were Listed Companies.
• 21 (Twenty One) Companies have paid-up Capital of more than Rs. 10 Crores.
• 18 (Eighteen) Schemes were Merger between Holding Company and Subsidiary Company.
• In 12 (Twelve) Schemes, the Transferor Company has carried forward losses and the Transferee Company is profit making.
• In 12 (Twelve) Schemes, the Transferor Company and the Transferee Company both have carried forward losses.
• In 8 (Eight) Schemes, Transferor Company is profit making and the Transferee Company is loss making

DETAILS OF SCHEME

SCHEME OF AMALGAMATION:

FAG ROLLER BEARINGS PRIVATE LIMITED’ WITH FAG BEARINGS INDIA LIMITED

This Scheme is Scheme of Amalgamation of Unlisted Company with Listed Company. Fag Roller Bearings Private Limited is engaged in special machines building for bearings manufactured by group companies mainly for Fag Bearings India Limited and Fag Bearings India Limited is in the business of manufacturing of bearings.Fag Roller Bearings Private Limited is a wholly owned subsidiary of Fag Bearings India Limited as its entire share capital is held by Fag Bearings India Limited .No shares will be allotted in respect of the aforesaid Equity holdings. The Appointed Date of the Amalgamation is 1^stJanuary, 2015.

Fag Bearings India Limited, the Transferee Company has not filed application for Amalgamation with the High Court based on the Judgment in case of Mahaamba Investments Limited and IDI Limited (2001) 105 Company Cases page 16 to 18, that if there is no effect on the rights of the members or creditors of the Transferee Company as between themselves or does not involve reorganisation of the share  capital of the Transferee Company, no application/petition by the Transferee Company is necessary.

JAY RAILWAY PROJECTS PRIVATE LIMITED WITH KEC INTERNATIONAL LIMITED

This Scheme is Scheme of Amalgamation of Unlisted Company with Listed Company. Jay Railway Projects Private Limited in the business of railways signalling automation systems and Technology Company and operates in the areas of design, execution, supply, installation, commissioning and maintenance of safety-related rail signalling and control systems. KEC International Limited is   global infrastructure   Engineering   Procurement   and Construction provider and is also engaged in the business of Power Transmission and Distribution, Cables, Railways, Telecom and Water.Jay Railway Projects Private Limited is a wholly owned subsidiary of KEC International Limited as its entire share capital is held by KEC International Limited. No shares will be allotted in respect of the aforesaid Equity holdings. The Appointed Date of the Amalgamation is 1st April 2014.

KEC International Limited, the Transferee Company has not filed application for  Amalgamation with the High Court based on the Judgment in case of Mahaamba Investments Limited and IDI Limited (2001) 105 Company Cases page 16 to 18, that if there is no effect on the rights of the members or creditors of the Transferee Company as between themselves or does not involve reorganisation of the share capital of the Transferee Company, no  application/petition by the Transferee Company is necessary.

IDL SPECIALITY CHEMICALS LIMITED WITH HUNDUJA VENTURES LIMITED

This is a Scheme of Amalgamation of Unlisted Company with Listed Company. This  is a case of conglomerate amalgamation as both the Companies are engaged in different lines of business. IDL Speciality Chemicals Limited is engaged in the business of trading in shares and securities and Hinduja Ventures Limited is in a business of Media & Communication, Real Estate and Investments in Shares & Securities.IDL Speciality Chemicals Limited is a wholly owned subsidiary of Hinduja Ventures Limited as its entire share capital is held by Hinduja Ventures Limited and its nominees. No consideration will be paid by Hinduja Ventures Limited as the entire share capital of IDL Speciality Chemicals Limited is held by Hinduja Ventures Limited .TheAppointed Date for the Scheme is 1st April 2015.

SCHEME OF DEMERGER:

ADITYA BIRLA NUVO LIMITED AND MADURA GARMENTS LIFESTYLE RETAIL COMPANY LIMITED AND PANTALOONS FASHION & RETAIL LIMITED

This is Scheme of the demerger of Listed Company and Unlisted Company. This Scheme provides for Demerger of Madura Undertaking of Aditya Birla Nuvo Limited into Pantaloons Fashion & Retail Limited and Demerger of MGL Retail Undertaking of Madura Garments Lifestyle Retail Company Limited into Pantaloons Fashion & Retail Limited. Aditya Birla Nuvo Limited is a diversified conglomerate with various business interest including manufacturing of fertilisers, viscose filament yarn, insulators etc., financial services, telecom and fashion and manufacturing and retailing of branded apparels. Madura Garments Lifestyle Retail Company Limited is engaged in the business of apparel retail and holding of investment and is a wholly owned subsidiary of Aditya Birla NuvoLimited. Pantaloons Fashion & Retail Limited is engaged in the business of apparel retail. Pantaloons Fashion & Retail Limited is a subsidiary of Indigold Trade & Services Limited which in turn is a wholly owned subsidiary of ABNL. The Appointed Date of Demerger is 1^st April 2015.

Pantaloons Fashion & Retail Limited shall issue 26 Equity Shares of Rs10/ each for every 5 (five) Equity shares of Rs10/-each held by Equity Shareholders of Aditya Birla Nuvo Limited.

Consideration for Demerger of MGL Retail Undertaking of Madura Garments Lifestyle Retail Company Limited into Pantaloons Fashion & Retail Limited.Pantaloons Fashion & Retail Limited shall issue 7 Equity Shares of Rs10 for every 500 Equity Share of Rs10/- each held by Equity Shareholder of Madura Garments Lifestyle Retail Company Limited and 1 Equity Shares of Rs10/-each for 10,000,000 Preference Shares of Rs 10/- each held by Preference Shareholder of Madura Garments Lifestyle Retail Company Limited

ATLAS CASTALLOY LIMITED AND ALICON CASTALLOY LIMITED

This is Scheme of the demerger of UnlistedCompany and Listed Company. The Scheme proposes Demerger of Casting Business of Atlas Castalloy Limited into AliconCastalloy Limited.Atlas Castalloy Limited is in the business of business of manufacturing of aluminium alloy castings. AliconCastalloy Limited is an integrated aluminium foundry involved in the manufacturing of aluminium castings.The Appointed Date of Demerger is 1^st April 2014.

Consideration for Demerger

AliconCastalloy Limited will issue 121 Equity Shares of Rs. 5/- each for every 10   Equity Shares of Rs. 100/- each held by Equity Shareholders of Atlas Castalloy Limited.

CROMPTON GREAVES LIMITED AND CROMPTON GREAVES CONSUMER ELECTRICALS LIMITED    

This is Scheme of demerger between Listed Company and Unlisted Company. The Scheme proposes Demerger of Consumer Product Business of Crompton Greaves Limited into Crompton Greaves Consumer Electricals Limited. Demerged Company is engaged in the business of manufacturing, marketing, distributing and selling of products used in power systems; industrial systems and electrical consumer products and Crompton Greaves Consumer Electricals Limited in newly incorporated to carry on the business of manufacturing, marketing, distributing and selling of consumer products.Crompton Greaves Consumer Electricals Limited is wholly owned subsidiary of Crompton Greaves Limited as the entire share capital of Crompton Greaves Consumer Electricals Limited is held by Crompton Greaves Limited and its nominees. The Appointed Date of Demerger is 1st October 2015.

Consideration for Demerger

Crompton Greaves Consumer Electricals Limited will issue 1 Equity Share of Rs. 2/- each for every 1 Equity Share of Rs. 2/- each held by Equity Shareholder of Crompton Greaves Limited.

PETITIONS ADMITTED

The number of Schemes admitted was 73 (Seventy Three) of which 67 (Sixty Seven) Schemes were Schemes of Amalgamation, 4 (Four) Schemes were Schemes of Demerger and 2 (Two) Schemes were Composite Schemes of Arrangement.

IMPORTANT ONES ARE LISTED BELOW:

Scheme of Amalgamation

• Gokuldham Real Estate Development Company Private Limited with DB Realty Limited
• CMC Limited with Tata Consultancy Services Limited
• Indokem Exports Limited and Khatau Capacitors Private Limited with Indokem Limited
• Shasun Pharmaceuticals Limited with Strides Arcolab Limited
• Jaiprakash Associates Limited with Ultratech Cement Limited
• Capri Global Distribution Company Private Limited, Capri Global Finance Private Limited, Capri Global Investment Advisors Private Limited and Capri Global Research Private Limited with Capri Global Limited.
• Seven Trading & Investment Company Private Limited, Sudipta Trading & Investment Company Private Limited, Transgene Trading & Investment Company Private Limited and Anand Synthochem Limited with FDC Limited

PETITIONS SANCTIONED

The numbers of Schemes sanctioned were 59 (Fifty-Nine) of which 50 (Fifty) Schemes were Schemes of Amalgamation, 1 (One) Scheme of Arrangement, 5 (Five) Schemes were Schemes of Demerger and 3 (Three) Schemes were Composite Schemes of Arrangement.

IMPORTANT ONES ARE LISTED BELOW:

Scheme of Amalgamation

• APL Engineering Services Private Limited with Amines & Plasticizars Limited
• Gogri & Sons Investments Private Limited, Alchemie Leasing & Financing Private Limited, Anushakti Holdings Limited and Anushakti Chemicals & Drugs Limited with Aarti Industries Limited

Scheme of Amalgamation

• Vantage Corporate Services Limited and Vantage Knowledge Academy Limited

Composite Scheme of Arrangement

• Sterling Holiday Resorts (India) Limited and Thomas Cook Insurance Services (India) Limited and Thomas Cook (India) Limited.