M&A Happenings: May 2015

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

This month 15(Fifteen) Schemes were filed, involving 38 (Thirty Eight) Companies, of which 13(Thirteen) Schemes were Schemes of Amalgamation,1 (One) Scheme was Scheme of Demerger and 1(One) Scheme was Composite Schemes of Arrangement.

Other facts are:-

• 1 (One) Company was Listed Company.
• 10(Ten) Companies have paid-up Capital of more than Rs. 10 Crores.
• 7 (Seven) Schemes were Merger between Holding Company and Subsidiary Company.
• In 4(Four) Schemes, the Transferor Company has carried forward losses and the Transferee Company is profit making.
• In2 (Two) Schemes, the Transferor Company and the Transferee Company both have carried forward losses.
• In6 (Six)Schemes, Transferor Company is profit making and the Transferee Company is loss making.

DETAILS OF SCHEME

COMPOSITE SCHEME OF ARRANGEMENT:

COMPOSITE SCHEME OF AMALGAMATION AND ARRANGEMENT BETWEEN MAIBOLI BROADCASTING PRIVATE LIMITED AND SRI ADHIKARI BROTHERS TELEVISION NETWORK LIMITED AND SRI ADHIKARI BROTHERS ASSETS HOLDING PRIVATE LIMITED AND UBJ BROADCASTING PRIVATE LIMITED AND HHP BROADCASTING PRIVATE LIMITED AND MPCR BROADCASTING SERVICES PRIVATE LIMITED AND MARVIK ENTERTAINMENT PRIVATE LIMITED AND THEIR RESPECTIVE SHAREHOLDERS.

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

• The merger of Maiboli Broadcasting Private Limited (MBPL) with Shri Adhikari Brothers Television Network Limited (SABTNL).
• Demerger of publication business of Sri Adhikari Brothers Assets Holding Private Limited (SAB Asset) into SABTNL.
• Demerger of broadcasting business of SABTNL into TV Vision Limited (TVL).
• Demerger of broadcasting business of UBJ Broadcasting Private Limited (UBJ), MPCR Broadcasting Services Private Limited (MPCR) and HHP Broadcasting Private Limited (HHP) into TV Vision Limited (TVL).
• Demerger of publication business of SABTNL into Marvik Entertainment Private Limited (MEPL).

This is a case of conglomerate arrangement as all the companies are engaged in a different line of business.SABTNL is engaged in the business of content production and syndication, while SAB Assets and MEPL both are engaged in publication business. And MBPL, UBJ, MPCR, HHP and TVL are engaged in the business of broadcasting. MBPL and TVL both are wholly owned subsidiaries of SABTNL. While UBJ, MPCR, and HHP all are wholly owned subsidiaries of TVL and step down wholly owned subsidiaries of SABTNL.

Consideration for merger of MBPL with SABTNL

SABTNL shall not issue any shares as the entire capital of MBPL is held by SABTNL.

Consideration for demerger of publication business of SAB Asset into SABTNL

In consideration for demerger of publication business, SABTNL shall issue 2,381,068 fully paid up Redeemable Preference Shares of a face value of Rs.10/- on a proportionate basis to the shareholders of SAB Asset.

Consideration for demerger of broadcasting business of SABTNL into TVL

In consideration for demerger of broadcasting business TVL shall issue:

• 1(One) fully paid Equity Share of the face value of Rs.10/- each for every 1(One) fully paid Equity Share of a face value of Rs.10/- each held in SABTNL.
• 10,000 fully paid Redeemable Preference Shares of Rs.10/- to the preference shareholders of SABTNL on a proportionate basis.

Consideration for demerger of broadcasting business of UBJ, MPCR, and HHP into TVL

TVL shall not issue any shares as the entire share capital of UBJ, MPCR and HHP is held by TVL.

Consideration for demerger of publication business of SABTNL into MEPL.

In consideration for demerger of publication business MEPL shall issue:

• 3(Three) fully paid Equity Share of the face value of Rs.10/- each for every 10(Ten) fully paid Equity Share of a face value of Rs.10/- each held in SABTNL.
• 10,000 fully paid Redeemable Preference Shares of Rs.10/- to the preference shareholders of SABTNL on a proportionate basis.

The Appointed Date of Merger is 1^st April 2014 and that of Demerger is Effective Date or such other date as may be fixed by the High Court. Post-Arrangement the Share Capital and promoter holding of Shri Adhikari Brothers Television Network Limited would remain the same as no equity shares shall be issued by the company.

PETITIONS ADMITTED

The number of Schemes admitted was 6(Six)of which 4 (Four) Schemes were Schemes of Amalgamation and 2(Two) Schemes were Composite Schemes of Arrangement.

IMPORTANT ONES ARE LISTED BELOW:

Scheme of Amalgamation

• SW Finance Co Limited with United SpiritsLimited.

 PETITIONS SANCTIONED

The numbers of Schemes sanctioned were 6(Six) of which all Schemes were Schemes of Amalgamation.

IMPORTANT ONES ARE LISTED BELOW:

Scheme of Amalgamation

• Rishiroop Rubber (International) Limited with Puneet Resins Limited.

Note:- In this issue, we have covered details for the period from 1^st May 2015 to 8^th May 2015. The High Court is on vacation from 9^th May 2015 to 7^thJune, 2015.