M&A Happenings: October 2015

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

This month 11 (Eleven) Schemes were filed, involving 22 (Twenty Two) Companies, of which 6 (Six) Schemes were Schemes of Amalgamation, 4 (Four) Scheme were Scheme of Demerger, 1 (One) Scheme was Scheme of Arrangement.

Other facts are:-

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

DETAILS OF SCHEME

SCHEME OF AMALGAMATION

GIL VIKHROLI REAL ESTATE LIMITED AND GODREJ PROPERTIES LIMITED  AND THEIR RESPECTIVE SHAREHOLDERS.

This Scheme of Amalgamation of Unlisted Company with Listed Company. GIL Vikhroli Real Estate Limited is engaged in the business of buying and developing real estate properties and Godrej Properties Limited is engaged in the business of construction and development of real estate properties.

GIL Vikhroli Real Estate Limited is a wholly owned subsidiary of Godrej Industries Limited.Godrej Properties Limited together with its subsidiaries and GIL Vikhroli Real Estate Limited are partners in Godrej Vikhroli Properties LLP which is in the business of buying and developing real estate properties.The proposed Scheme of Amalgamation will consolidate the holding of Godrej Vikhroli Properties LLP into Godrej Properties Limited.in a cash neutral manner and will also result in simplification of the Group Structure. Post Amalgamation total Share Capital of Godrej Properties Limited will be Rs 10812.96 lacs and promoters holding of Equity Shares will be 76.80% against the present holding of 74.86%.The Appointed Date of Amalgamation is 1^st August 2015.

ADESHWAR REALTY PRIVATE LIMITED WITH ARIHANT SUPERSTRUCTURES 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 the business of Real Estate, Contractors, Infrastructure Projects, and realtors. Adeshwar Realty Private Limited is a wholly owned subsidiary of Arihant Superstructures Limited as its entire share capital is held by Arihant Superstructures Limited and its nominees.

No consideration will be paid by Arihant Superstructures Limited as the entire share capital of Adeshwar Realty Private Limited is held by Arihant Superstructures Limited and its nominee .The Appointed Date for the Scheme is 1st April 2014.

Arihant Superstructures 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 Transfer Company is necessary.

GEECEE LOGISTICS & DISTRIBUTIONS PRIVATE LIMITED WITH GEECEE VENTURES LIMITED AND THEIR RESPECTIVE SHAREHOLDERS AND CREDITORS

This Scheme is Scheme of Amalgamation of Unlisted Companies with Listed Company. This is the case of conglomerate amalgamation as both the Companies  are engaged in different lines of business. Geecee Logistics & Distributions Private Limited is engaged in the business of trading in commodities and Geecee Ventures Limited is in the business of Real Estate. Geecee Logistics & Distributions Private Limited is a wholly owned subsidiary of  Geecee Ventures Limited as its entire share capital is held by Geecee Ventures Limited and its nominees. No consideration will be paid by Geecee Ventures Limited as the entire share capital of Geecee Logistics & Distributions Private Limited is held by Geecee Ventures Limited .The Appointed Date for the Scheme is 1st April 2014. Geecee Logistics & Distributions Private Limited is Wholly Owned Subsidiary of Geecee Ventures Limited. No shares will be allotted in respect of the aforesaid Equity holdings. The Appointed Date of the Amalgamation is 1st April 2014.

SCHEME OF DEMERGER:

MANDHANA INDUSTRIES LIMITED AND MANDHANA RETAIL VENTURES LIMITED AND THEIR RESPECTIVE SHAREHOLDERS AND CREDITORS

This is Scheme of demerger between Listed Company and Unlisted Company. The Scheme proposes Demerger of Retail Business of Mandhana Industries Limited into Mandhana Retail Ventures Limited. Mandhana Industries Limited is in the business of Textiles. Mandhana Retail Ventures Limited is engaged in the setting up of various retail stores. The Appointed Date of Demerger is 1^st April 2014.

Consideration for Demerger

Mandhana Retail Ventures Limited will issue 2 Equity Shares of Rs.10/- each for every 3 Equity Shares of Rs. 10/- each held by the shareholders of Mandhana Industries Limited.

FUTURE RETAIL LIMITED AND BHARTI RETAIL LIMITED AND THEIR RESPECTIVE SHAREHOLDERS AND CREDITORS

This is Scheme of demerger between Listed Company and Unlisted Company for demerger of a Retail business undertaking of Future Retail Limited into Bharti Retail Limited and demerger of Retail Infrastructure business of Bharti Retail Limited into Future Retail Limited.Future Retail Limited is in the business of retail operation having a chain of retail stores under brand viz Big Bazar,Food Bazar,Home Town, and ezone and retail infrastructure operation. Bharti Retail Limited is in a business of retail operation having retail stores under brand name easy day and retail infrastructure operation.The Scheme of arrangement will consolidate retail operation and retail infrastructure operation of a group into separate entities. The Appointed Date of Demerger is 31^st October 2015.

Consideration for Demerger

Bharti Retail Limited will issue 1 Equity Shares of Rs 2/- each of Bharti Retail Limited for every 1 Equity/DVR Share held by Equity/DVR shareholders of Future Retail Limited as consideration for Demerger of retail operation

Future Retail Limited will issue 1 Equity Shares of Rs 2/- each of Future Retail Limited for every 1 Equity Share held by Equity shareholder of Bharti Retail Limited as consideration for Demerger of retail infrastructure operation.

Reduction of Share Capital of Bharti Retail Limited.

Before giving effect to demerger the issued, subscribed and paid-up share capital of Bharti Retail Limited shall be reduced to Rs. 8,69,56,522/- divided into 4,34,78,261 equity shares of Rs. 2/- each, fully paid-up by reducing the appropriate face value of each Rs. 10/- each to Rs 2 /- each as an integral part of the Scheme.The surplus if any arising from reduction of issued, subscribed and paid-up share capital of Bharati Retail Limited shall be adjusted against balance lying in its Profit and Loss Account.

STERLITE TECHNOLOGIES LIMITED AND STERLITE POWER TRANSMISSION LIMITED AND THEIR RESPECTIVE SHAREHOLDERS AND CREDITORS

This is Scheme of demerger between Listed Company and Unlisted Company. The Scheme proposes to demerge Power products and Transmission Grid business of Sterlite Technologies Limited into Sterlite Power Transmission Limited. Sterlite Technologies Limited is in the business of manufacturing of optical fiber and cables. Sterlite Power Transmission Limited is in the business of power transmission products.Sterlite Power Transmission Limited is a wholly owned subsidiary of Sterlite Technologies Limited.The Appointed Date of Demerger is 1^st April 2015.

Consideration for Demerger

Sterlite Power Transmission Limited will issue 1 fully Paid-up Equity Shares of Rs.2/- each for every 5 fully Paid-up Equity Shares of Rs. 2/- each held to by the shareholders of Sterlite Technologies Limited or . Sterlite Power Transmission Limited will issue 1 fully Paid-up Redeemable Preference Shares of Rs.2/- each at a premium of Rs. 110.30 per share for every 5 fully Paid-up Equity Shares of Rs. 2/- each held to by the shareholders of Sterlite Technologies Limited at the option of Equity shareholders of Sterlite Technologies Limited. Equity Shares will be not be listed however Redeemable Preference Shares will be listed.The option is given to Redeemable Preference Shareholder to sell the Equity shares of Sterlite Power Transmission Limited to the promoters issued pursuant to the Scheme of Arrangement.

SCHEME OF ARRANGEMENT :

EMCO LIMITED AND EMCO INFRASTRUCTURE LIMITED AND THEIR RESPECTIVE SHAREHOLDERS AND CREDITORS

This is Scheme of Arrangement between Listed Company and Unlisted Company. The Scheme proposes the transfer of “Infrastructure Business” of Emco Limited to Emco Infrastructure Limited.Emco Limited is engaged in the business of power generation, transmission, distribution utilities. Emco Infrastructure Limited is engaged in a business of process and service provider for work or project related to Power generation, Transmission, and distribution, railways, industries, telecommunication, roads, ports etc. Emco Infrastructure Limited which is a wholly owned subsidiary of Emco Limited. The consideration of Rs 418 crores will be paid in cash.The Appointed Date of Arrangement is 1^st April 2015.

PETITIONS ADMITTED

The number of Schemes admitted was 39 (Thirty-Nine) of which 34 (Thirty-Four) Schemes were Schemes of Amalgamation, 4 (Four) Schemes were Schemes of Demerger and 1 (One) Scheme was Composite Scheme of Arrangement.

IMPORTANT ONES ARE LISTED BELOW:

Scheme of Amalgamation:

• Tech Mahindra BPO Limited and New VC Services Private Limited with Tech Mahindra Limited.

Scheme of Demerger:

• Jindal Photo Limited and Jindal Poly Films Limited.
• Aditya Birla Nuvo Limited and Madura Garments Lifestyle Retail Company Limited and Pantaloons Fashion & Retails Limited.

PETITIONS SANCTIONED

The numbers of Schemes sanctioned were 33 (Thirty-Three) of which 24 (Twenty Four) Schemes were Schemes of Amalgamation, 8 (Eight) Schemes were Schemes of Demerger and 1 (One) Scheme was Composite Schemes of Arrangement.

IMPORTANT ONES ARE LISTED BELOW:

Scheme of Amalgamation

• Fag Roller Bearings Private Limited with Fag Bearings India Limited.
• IDL Speciality Chemicals Limited with Hinduja Ventures Limited.

Scheme of Demerger:

• Uttam Value Steels Limited and Lloyds Steels Industries Limited.

Composite Scheme of Arrangement:

• ITI Securities Limited and Crest Ventures Limited and ITI Capital Holdings Private Limited.