M&A Happenings: February 2015

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

This month 33 (Thirty Three) Schemes were filed, involving 104 (One Hundred Four) Companies, of which 28 (Twenty Eight) Schemes were Schemes of Amalgamation, 3(Three) Schemes were Scheme of Demerger, 2(Two) Schemes were Composite Scheme of Arrangement.

Other facts are:-

• 7 (Seven) Companies were Listed Companies.
• 24 (Twenty Four) Companies have paid-up Capital of more than Rs. 10 Crores.
• 15 (Fifteen) 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 4 (Four) Schemes, the Transferor Company is profit making and the Transferee Company has carried forward losses.
• In 15 (Fifteen) Schemes, the Transferor Company and the Transferee Company both are profit making.
• In 6 (Six) Schemes, the Transferor Company and the Transferee Company both have carried forward losses.

DETAILS OF SCHEME

SCHEME OF AMALGMATION

WELSPUN ENTERPRISES LIMITED AND WELSPUN INFRATECH LIMITED AND WELSPUN PLASTICS PRIVATE LIMITED AND WELSPUN INFRA PROJECTS PRIVATE LIMITED WITH WELSPUN PROJECTS LIMITED

This Scheme is a Scheme of Amalgamation of One Listed Company and remaining Unlisted Companies with Listed Company.This is a case of Conglomerate amalgamation as all the companies are engaged in different lines of businesses. Welspun Enterprises Limited is engaged in business of trading in cotton, Welspun Infra Projects Private Limited and Welspun Infratech Limited are in the Infrastructure business, Welspun Plastics Private Limited is in the business of trading in plastic and Welspun Projects Limited is engaged in the Execution of EPC Contracts & BOT Projects in Various Sectors. Welspun Infratech Limited is the wholly owned subsidiary of Welspun Enterprises Limited. Accordingly Welspun Infratech Limited will become wholly owned subsidiary of Welspun Projects Limited. Welspun Plstics Private Limited will become step down subsidiary of Welspun Projects Limited. Welspun Infra Projects Private Limited is wholly owned subsidiary of Welspun Infratech Limited. As Welspun Infratech Limited, Welspun Plastics Private Limited, Welspun Infra Projects Private Limited would become wholly owned subsidiaries of Welspun Projects Limited, no consideration will be paid by Welspun Projects Limited to these companies. Consideration will be paid to Welspun Enterprises Limited. Post Amalgamation total Share Capital of Welspun Projects Limited will be Rs 19,776.89 lacs and promoter holding will be 36.21% as against the present holding of 61.12%. The Appointed Date of the Amalgamation is 1st April, 2014.

PARRY PHYTOREMEDIES PRIVATE LIMITED WITH E.I.D.PARRY (INDIA) LIMITED

This Scheme 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 Manufacturing anti oxidants for Nutraceuticals/ manufacturing sugar. Transferor Company is wholly owned subsidiary of Transferee Company. The Appointed Date of the Amalgamation is 1st April, 2014.

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

This Scheme is a Scheme of Amalgamation of Unlisted Companies with Listed Company. This is a case of Conglomerate amalgamation as all the companies are engaged in pharma/chemical business. All four transferor companies are wholly owned subsidiaries of Vivimed Labs Limited.. The Appointed Date of the Amalgamation is 1st April, 2014.

GOGRI & SONS INVESTMENTS PRIVATE LIMITED AND ALCHEMIE LEASING & FINANCING PRIVATE LIMITED AND ANUSHAKTI HOLDINGS LIMITED AND ANUSHAKTI CHEMICALS & DRUGS LIMITED WITH AARTI INDUSTRIES LIMITED

This Scheme is a Scheme of Amalgamation of Unlisted Companies with Listed Company. This is a case of conglomerate amalgamation as companies are engaged in the Investments, financial services & chemical business. Post Amalgamation total Share Capital of Aarti Industries Limited will be Rs 4168.43 lacs and promoter holding will be 55.96% as against the present holding of 59.81%. The Appointed Date of the Amalgamation is the Effective Date.

SHASUN PHARMACEUTICALS LIMITED WITH STRIDES ARCOLAB LIMITED

 This Scheme is a Scheme of Amalgamation of Listed Companies. This is a case of horizontal amalgamation as both the companies are engaged in same line of businesses. Shasun Pharmaceuticals Limited and Strides Arcolab Limited both are engaged in the business of Pharmaceuticals. Post Amalgamation total Share Capital of Strides Arcolab Limited will be Rs 7,835.43 lacs and promoter holding will be 32.55% as against the present holding of 27.68%. The Appointed Date of the Amalgamation is is 1st April, 2015.

SCHEME OF DEMERGER

VANTAGE CORPORATE SERVICES LIMITED INTO VANTAGE KNOWLEDGE ACADEMY LIMITED

This is Scheme of demerger of Listed Company with Unlisted Company. The Scheme proposes Demerger of Education Business Services of Vantage Corporate Services Limited into Vantage Knowledge Academy Limited. Vantage Corporate Services Limited is Non Banking Financial Company and engaged in Education, Training & Publicity activities and Vantage Knowledge Academy Limited is engaged in business of Education, Training & Publicity activities. The Appointed Date of Demerger is 1st April, 2014.

Consideration for Demerger of Education Business Services of Vantage Corporate Services Limited into Vantage Knowledge Academy Limited.

Vantage Knowledge Academy Limited will issue  3 Equity Share of Rs.10/- each for every 5 Equity Share held in Vantage Corporate Services Limited.

MASTEK LIMITED INTO MAJESCO SOFTWARE & SOLUTIONS INDIA PRIVATE LIMITED

This is Scheme of demerger of Listed Company & Unlisted Comapny with Unlisted Company. The Scheme proposes Demerger of Insurance Product & Service Business of Mastek Limited and Slump sale of the Offshore Insurance Operations by Minefield Computers Limited to Majesco Software & Solutions India Private Limited. Mastek Limited is engaged in the business of Information Technology & Insurance Product & Services and Minefield Computers Limited and Majesco Software & Solutions India Private Limited is engaged in business of Information Technology only. The Appointed Date of Demerger is 1st April, 2014.

Consideration for Demerger of Insurance Product & Service Business of Mastek Limited into Majesco Software & Solutions India Private Limited.

Majesco Software & Solutions India Private Limited will issue  1 Equity Share of Rs.10/- each for every 1 Equity Share of Rs. 5/- each held in Mastek Limited.

PETITIONS ADMITTED

The number of Schemes admitted were 31 (Thirty One) of which 26 (Twenty Six) Schemes were Scheme of Amalgamation, 2 (Two) Schemes were Scheme of Demerger, 2 (Two) Schemes were Scheme of Arrangement and 1 (One) scheme was of Composite Scheme of Arrangement.

IMPORTANT ONES ARE LISTED BELOW:

Scheme of Amalgamation

• Mahindra Business & Consulting Services Private Limited with Mahindra & Mahindra Financial Services Limited
• Wockhardt Biopharma Limited and Vinton Healthcare Limited with Wockhardt Limited.
• Tata Mataliks Limited and Tata Mataliks Kubota Pipes Limited with Tata Steel Limited.
• WTI Advanced Technology Limited with Tata Consultancy Services Limited
• Welspun Enterprises Limited & Welspun Infratech Limited & Welspun Plastics Private Limited with Welspun Infra Projects Private Limited.
• APL Engineering Services Private Limited with Amines & Plasticizars Limited.
• Parry Phytoremedies Private Limited with E.I.D.Parry (India) Limited.
• Marico Kaya Enterprises Limited with Kaya Limited.

Composite Scheme of Arrangement

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

PETITIONS SANCTIONED

The numbers of Schemes sanctioned were 24 (Twenty Four) of which 21 (Twenty One) Schemes were Scheme of Amalgamation, 3 (Three) Schemes were Scheme of Demerger.

IMPORTANT ONES ARE LISTED BELOW:

Scheme of Amalgamtion

• CG Energy Management Limited and CG-ziv Power Automation Solutions Limited with Crompton Greves Limited.
• Jyotindra Mody Holdings Private Limited & Ansuya Mody Securities Private Limited & Dinesh Mody Securities Private Limited & Kumud Mody Securities Private Limited & Shirish B Mody Investmens Private Limited & Bharati S Mody Investments Private Limited with J.B. Chemicals & Pharmaceuticals Limited