M&A Happenings: December 2014

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

This month 28(Twenty Three) Schemes were filed, involving 73(Seventy Three) Companies, of which 18(Eighteen) Schemes were Schemes of Amalgamation, 6(Six) Schemes were Scheme of Demerger, 1(One) Scheme was Scheme of Arrangement  and 3(Three) Scheme were Composite Scheme of Arrangement.

Other facts are:-

• 15(Fifteen) Companies have paid-up Capital of more than Rs. 10 Crores.
• 11(Eleven) Schemes were Merger between Holding Company and Subsidiary Company.
• In 8(Eight) Schemes, the Transferor Company has carried forward losses and the Transferee Company is profit making.
• In 7 (Seven) Schemes, the Transferor Company is profit making and the Transferee Company has carried forward losses.
• In 11(Eleven) Schemes, the Transferor Company and the Transferee Company both are profit making.
• In 2(Two) Schemes, the Transferor Company and the Transferee Company both have carried forward losses.

DETAILS OF SCHEME

SCHEME OF AMALGAMATION:

PCS INTERNATIONAL LIMITED WITH PCS TECHNOLOGY LIMITED

This Scheme is a Cross Border Scheme of Amalgamation of  Unlisted Company with Listed Company. PCS International Limited is based in Marautius.This is a case of horizontal amalgamation as both the companies are engaged in the same line of businesses. PCS International Limited and PCS Technology Limited both are engaged in the business of providing services in the field of Information Technology. PCS International Limited is wholly owned subsidiary of PCS Technology Limited as its entire share capital is held by PCS Technology Limited and its nominees. No consideration will be paid by PCS Technology Limited for transfer of the entire undertaking of PCS International Limited. The Appointed Date of the Amalgamation is 1st April 2014.

MARICO KAYA ENTERPRISES LIMITED WITH KAYA LIMITED

This Scheme is a Scheme of Amalgamation of  Listed Company with Unlisted Company. This is a case of horizontal amalgamation as both the companies are engaged in the same line of businesses. Marico Kaya Enterprises Limited and Kaya Limited both are engaged in the business of providing services in the field of Personal Care. Kaya Limited is wholly owned subsidiary of Marico Kaya Enterprises Limited as its entire share capital is held by Marico Kaya Enterprises Limited and its nominees. Equity Shares held by Marico Kaya Enterprises Limited in Kaya Limited shall stand cancelled as an integral part of the Scheme. Post Amalgamation total Share Capital of Kaya Limited will be Rs 1289.71 lacs and promoter holding will be 60.55% as against the present holding of 100%. The Appointed Date of the Amalgamation is 1st April, 2014.

RISHIROOP RUBBER (INTERNATIONAL) LIMITED WITH PUNIT RESINS LIMITED

This Scheme is a Scheme of Amalgamation of  two Listed Companies. This is a case of horizontal amalgamation as both the companies are engaged in the same line of businesses. Rishiroop Rubber (International) Limited and Punit Resins Limited both are engaged in the business of manufacturing Rubber Products. Post Amalgamation Share Capital of Punit Resins Limited will be Rs. 1231.97 lakhs and-and promoter holding will be 58.94% as against the present holding of 59.09%. The Appointed Date of the Amalgamation is 1st April 2014.

SCHEME OF DEMERGER

UTTAM VALUE STEELS LIMITED AND LLOYDS STEELS INDUSTRIES LIMITED

This is Scheme of the demerger of Listed Company with Unlisted Company. The Scheme proposes Demerger of Engineering Division of Uttam Value Steels Limited into Lloyds Steels Industries Limited. Uttam Value Steels Limited which is engaged in the manufacture of ferrous & non-ferrous metal and also carrying on the business of fabrication and manufacturing of capital equipment and execution of projects on turnkey basis and Lloyds Steels Industries Limited is engaged in the business of Providing Consultancy Services in Steel & Engineering. The Appointed Date of Demerger is  1st April 2014.

Consideration for Demerger of Engineering Division of Uttam Value Steels Limited into Lloyds Steels Industries Limited.

Lloyds Steels Industries Limited will issue  68 Equity Share of Rs.1/- each for every 100 Equity Share held in Uttam Value Steels Limited.

COMPOSITE SCHEME OF ARRANGEMENT:

KIRLOSKAR BROTHERS INVESTMENTS LIMITED AND PNEUMATIC HOLDINGS LIMITED AND KIRLOSKAR OIL ENGINES LIMITED AND THEIR RESPECTIVE SHAREHOLDERS AND CREDITORS

This Composite Scheme of Arrangement involving Unlisted and Listed Companies is for:

• Demerger of Demerged Undertaking (investment in shares & securities and  other strategic investments in Kirloskar Group Companies engaged in travelling business,  Silk business and compression systems and transmission products) of Kirloskar Brothers Investments Limited  into Pneumatic Holdings Limited.
• Amalgamation of Remaining Undertaking  of Kirloskar Brothers Investments Limited  with Kirloskar Oil Engines Limited.

This is a case of conglomerate integration as all the companies are engaged in a different line of business. Kirloskar Brothers Investments Limited is engaged various business by itself and through its subsidiaries  namely travelling business,silk business, Compression Systems and Transmission Products and business of investing in shares & securities. While Pneumatic Holdings Limited is not carrying business as of now and Kirloskar Oil Engines Limited is engaged in the business of Manufacturing Diesel Engines, agricultural Pumpsets & Generating Sets & its Parts. Pneumatic Holdings Limited is wholly owned subsidiary of Kirloskar Brothers Investments Limited as the entire share capital is held by Kirloskar Brothers Investments Limited and its nominees. Kirloskar Oil Engines Limited is also a subsidiary of Kirloskar Brothers Investments Limited as Kirloskar Brothers Investments Limited holds 8,03,88,514(55.59%)  Equity Shares in Kirloskar Oil Engines Limited . .The Appointed Date for the Scheme is Effective Date.

 Consideration for Demerger of Demerged Undertaking of Kirloskar Brothers Investments Limited  into Pneumatic Holdings Limited.

Pneumatic Holdings Limited shall issue 1 Equity share of Rs.10/- each for every 1 Equity share of Rs.10/- each of Kirloskar Brothers Investments Limited.

Consideration for Amalgamation of Residual Undertaking of Kirloskar Brothers Investments Limited with Kirloskar Oil Engines Limited.

As consideration for the amalgamation of the residual undertaking of Kirloskar Brothers Investments Limited into Kirloskar Oil Engines Limited. Kirloskar Oil Engines Limited will issue 76 Equity Share of Rs 2/- each for every 5 equity shares of Rs. 10/-  each held in Kirloskar Brothers Investments Limited. Equity Shares held by Kirloskar Brothers Investments Limited in Kirloskar Oil Engines Limited shall stand cancelled as an integral part of the Scheme. Post-Arrangement the Share Capital and promoter holding would remain the same as there is no issue of equity shares by the Company.

STERLING HOLIDAY RESORTS (INDIA) LIMITED AND THOMAS COOK INSURANCE SERVICES (INDIA) LIMITED AND THOMAS COOK (INDIA) LIMITED AND THEIR RESPECTIVE SHAREHOLDERS AND CREDITORS

This Composite Scheme of Arrangement involving Listed and Unlisted Companies is for:

1. Demerger of Time Share and Resort Business of Sterling Holiday Resorts (India) Limited into Thomas Cook Insurance Services (India) Limited.
2. Amalgamation of Residual Undertaking including holiday activities of Sterling Holiday Resorts (India) Limited with Thomas Cook (India) Limited.

This is a case of conglomerate integration as all the companies are engaged in the different line of business. Sterling Holiday Resorts (India) Limited is engaged in a Hotel  and Holiday Resort Industry.Thomas Cook Insurance Services (India) Limited is engaged in business as Travel Agent and Travel Insurance agent. Thomas Cook (India) Limited is  engaged in the business of travel and travel related services offering a broad spectrum of services that include corporate travel, leisure travel, foreign exchange and insurance of tours & travels.The Appointed Date for the Scheme is opening business hours of 1^st April 2014.

Consideration for Demerger of Time Share and Resort Business of Sterling Holiday Resorts (India) Limited into Thomas Cook Insurance Services (India) Limited.

Thomas Cook Insurance Services (India) Limited shall issue 116 Equity share of Re.1/- each of Thomas Cook (India) Limited for every 100 Equity share of Rs.10/- each of Sterling Holiday Resorts (India) Limited.

Consideration for Amalgamation of Residual Undertaking of Sterling Holiday Resorts (India) Limited  with Thomas Cook (India) Limited

As consideration for the amalgamation of the residual undertaking of Sterling Holiday Resorts (India) Limited into Thomas Cook (India) Limited. Thomas Cook (India) Limited  will issue 4 Equity Share of Re 1/- each for every 100 equity shares of Rs. 10/-  each held in Sterling Holiday Resorts (India) Limited. Post-Arrangement the Equity Share Capital of Thomas Cook (India) Limited will be Rs 3020.47 lacs and promoters holding will be 61.47% as against present holding of 73.19 %.

PETITIONS ADMITTED

The number of Schemes admitted was 23 (Twenty-Three) of which 15 (Fifteen) Schemes were Scheme of Amalgamation, 5 (Five) Schemes were Scheme of Demerger and 3 (Three) Scheme were Composite Scheme of Arrangement.

IMPORTANT ONES ARE LISTED BELOW:

Scheme of Amalgamation

• Jyotindra Mody Holdings Private Limited, Ansuya Mody Securities Private Limited, Dinesh Mody Securities Private Limited, Kumud Mody Securities Private Limited, Shirish B Mody Investments Private Limited, Bharati S Mody Investments Private Limited with J.B. Chemicals & Pharmaceuticals Limited
• Arss Engineering Limited with  Trio Mercantile & Trading Limited

PETITIONS SANCTIONED

The numbers of Schemes sanctioned were 28(Twenty-Eight) of which 26(Twenty-Six) Schemes were Scheme of Amalgamation, 1(One) Scheme was Scheme of Demerger and 1(One) Scheme was Composite Scheme of Arrangement.

IMPORTANT ONES ARE LISTED BELOW:

Scheme of Amalgamation

• Sanchit Derivatives Private Limited with Sunteck Realty Limited.
• EP Lamitubes Limited with Essel Propack Limited.

Composite Scheme of Arrangement

• Balakrishna Paper Mills Limited, Nirvikara Paper Mills Limited with Balakrishna Industries Limited.