M&A Happenings: January 2016

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

This month 11 (Eleven) Schemes were filed, involving 23 (Twenty Three) Companies, of which 10 (Ten)  Schemes were Schemes of  Amalgamation, 1 (One) Scheme was Scheme of Arrangement.
Other facts are:-

• 5 (Five) Companies  were Listed Company.

• 7 (Seven) Companies have paid-up Capital of more than Rs. 10 Crores.

• 6 (Six) 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.

DETAILS OF SCHEME

SCHEME OF AMALGAMATION:

CAIRN INDIA LIMITED WITH VEDANTA LIMITED.

This is Scheme of Amalgmation of two Listed Companies. This is case of conglomerate malgamation as both the Companies  are engaged in different lines of business Cairn India Limited is enagaged in the business of  Oila dn gas exploration and production and Vedanta Limited is in the busniess iron re mining,nen ferrous metal and commercial power generation.  Vedanta Limited holds 4,45,27,940 Equity Shares (23.71%) in Cairn India Limited.Post Amalgamation total Equity Share Capital of Vedanta Limited will be Rs 37,168.33 lacs and promoters holding of Equity Shares will be 50.49% against holding of 64.33%. The Appointed Date of Amalgamation is 1st April, 2015.

DATAMATICS SOFTWARE SERVICES LIMITED AND DATAMATICS VISTA INFO SYSTEMS LIMITED WITH DATAMATICS GLOBAL SERVICES LIMITED.

This is Scheme of Amalgmation of Unlisted Companies with Listed Company. This is a case of horizontal Amalgamation as all the companies are engaged in same lines of business of IT enabled Services.Datamatics Software Services Limited is wholly subsidiary Datamatics Global Services Limited as its entire share capital is held by Datamatics Global Services Limited and its nominess. Datamatics Vista Info Systems Limited is step down subsidiray of Datamatics Global Services Limited as entire share capital of Datamatics Vista Info Systems Limited is held by Datamatics Software Services Limited a wholly owned subsidiary of Datamatics Global Services Limited. No consideration will be paid by Datamatics Global Services Limited as Datamatics Software Services Limited and Datamatics Vista Info Systems Limited are directly / indirectly wholly owned subsidiary of Datamatics Global Services Limited. The Appointed Date of Amalgamation is 1st April, 2015.

Datamatics Global Services 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.

BLUE STAR INFOTECH LIMITED AND BLUE STAR INFOTECH BUSINESS INTELLIGENCE &  ANALYTICS PRIVATE LIMITED WITH BLUE STAR LIMITED

This is Scheme of Amalgmation of listed Company and Unlisted Company with Listed Company.This is conglomerate amalgamation as the Companies  are engaged in different lines of business. Blue Star Infotech Limited and Blue Star Infotech Business Intelligence & Analytics Private Limited are in business of Infomation and Technology and Blue Star Limited is in business of Consumer Electronics. Blue Star Limited holds 30,98,025(28.69%)  Equity Shares in Blue Star Infotech Limited.Blue Star Infotech Business Intelligence & Analytics Private Limited is wholly owned subsidiary of Blue Star Infotech Limited as entrie share capital of Blue Star Infotech Business Intelligence & Analytics
Private Limited is held by Blue Star Infotech Limited.No consideration will be paid by Blue Star Limited in respect of 30,98,025 Equity Shares held by Blue Star Limited  in Blue Star Infotech Limited. Post Amalgamation total Share Capital of Blue Star Limited will be Rs 1,906.55 lacs and promoters holding of Equity Shares will be 39.17% against present holding of 39.46%. The Appointed Date of Amalgamation is 1st April, 2015.

PETITIONS ADMITTED

The number of Schemes admitted were 2 (Two) of which 2 (Two) Schemes were Schemes of Amalgamation.

IMPORTANT ONES ARE LISTED BELOW:

Scheme of Amalgamation

• Gitanjali Exports Corporations Limited with Gitanjali Gems Limited.

PETITIONS SANCTIONED

The numbers of Schemes sanctioned were 8 (Eight) of which 5 (Five) Schemes were Schemes of Amalgamation, 3 (Three) Schemes were Schemes of Demerger.

IMPORTANT ONES ARE LISTED BELOW:

Scheme of Demerger

• Pudumjee Pulp & Paper Mills Limited and Pudumjee Industries Limited and Pudumjee Hygiene Products Limited and Pudumjee Paper Products Limited