M&A Critique
M&A Happenings: December 2015

M&A Happenings: December 2015

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

Kumaka Industries Limited

Industry No. of Deals
January ‘16 December ‘15
Agriculture 1
Chemicals 2
Entertainments 1
Electronics 2
Financial Services 3 2


Infrastructure 1
Others 4 3
Pharmaceuticals 2
Power 1
Real Estate 2 3
Travel Support


Total 19 10

This month 19 (Nineteen) Schemes were filed, involving 54 (Fifty-Four) Companies, of which 17 (Seventeen) Schemes were Schemes of Amalgamation, 2 (Two) Scheme were Scheme of Arrangement.

Other facts are:-

  • 1 (One) Company was Listed Company.
  • 7 (Seven) 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, the Transferor Company has carried forward losses and the Transferee Company is profit making.
  • In 2 (Two) Scheme, the Transferor Company and the Transferee Company both have carried forward losses.


This Scheme of Arrangement is between  Kumaka Industries Limited and its Equity Shareholders for ratification of issue of Equity Shares in lieu of cancellation/conversion of partly paid up shares subscription money and adjusting unadjusted amount of subscription money received  for Equity Shares against which allotment was deferred and issue of bonus shares to public shareholders to bring promoters holding below 75%.The public issue of 37,47,400 Equity Shares at a premium of Rs 150/- per Shares was made in the year 1995.Post public issue Share capital of the company stood at Rs 13,88,50,000/- divided into 1,38,85,000 Equity Shares of Rs 10/- each.The Shareholder holding 24,13,000Equity Shares made payment of Rs 40/- per shares (being Rs 2.5 towards capital and Rs 37.5 towards premium).These shares were shown as partly paid up shares.The Company after sending several reminders came to a conclusion that partly paid up shareholders are not interested in paying up the balance money for various reasons.The shareholders of Company in its AGM held in the year 1997 approved resolution for issue of  fully paid up shares in lieu of partly paid up shares in the ratio of 25 fully paid up shares for 100 partly paid up Equity Share. Accordingly, Board of Director of Company issued 6,03,250 fully paid up shares in lieu of 24,13,000 partly paid up Equity Shares.In addition to afoersaid allotment, the Board of Director also allowed 10,375 Equity Shares allotment of was kept in abeyance due to technical reasons.The Share Capital of the Company reduced from 1,38,85,000 Equity Shares to 1,20,85,625 Equity Shares.The mismatch in the capital between records of company and records of BSE was pointed out by BSE Limited with a suggestion to get capital ratified by a court following  the procedure of  reduction of capital.The promoters holding on account of such ratification of capital also increased from 73.02%  to 87.56%  and non promoters holding reduced from 26.98%  % to 12.44%. In order to bring down the promoters holding in compliance of Clause 40A of Listing Agreement,Rule 19(2)(b) and Rule 19A of Securities Contract (Regulation) Rules 1957 framed under Section 21 of  Securities Contract (Regulation) Act,1956 for maintaining public shareholding to least 25% of share capital and order of SEBI dated 4th June,2013 the company is promoting to issue 25,05,792 Equity  Shares to public shareholders.Post this arrangement the share capital of the company will be Rs1459.14 lacs and promoters holding will be  72.52% as against present holding of 87.56%.The Appointed date for Arrangement is  1st Apil,2014


The number of Schemes admitted was 16 (Sixteen) of which 12 (Twelve) Schemes were Schemes of Amalgamation, 4 (Four) Scheme was Schemes of Demerger.


Scheme of Demerger:
  • Future Retail Limited and Bharti Retail Limited


The numbers of Schemes sanctioned were 36 (Thirty-Six) of which 30 (Thirty) Schemes were Schemes of Amalgamation, 4 (Four) Schemes were Schemes of Demerger and 2 (Two) Scheme was Composite Schemes of Arrangement.


Scheme of Amalgamation

  • Creative Health Care Private Limited and Octtantis Nobel Labs Private Limited and Krar Sehen Private Limited and Vivimed Labs (Alathur) Private Limited with Vivimed Labs Limited.
  • Jay Railway Projects Private Limited with KEC Internation Limited.

Scheme of Demerger:

Aditya Birla Nuvo Limited and Madura Garments Lifestyle Retail Company Limited and Pantaloons Fashion & Retails Limited


M & A Critique