M&A Critique
M&A HAPPENINGS AT BOMBAY HIGH COURT

M&A HAPPENINGS AT BOMBAY HIGH COURT

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

Industry No. of Deals
October 2016 September 2016
Agriculture 2
Chemicals 4 1
Entertainments 1
Financial Services 6 7
Information Technology 4 6
Investment 2 1
Jewellery & Diamonds
Others 8 4
Pharmaceuticals
Power 2
Real Estate 3 8
Travel Services
Textile 1 3
Total 32 31

This month 32 (Thirty-two) Schemes were filed, involving 87 (Eight-seven) Companies, of which 30 (Thirty) Schemes were Scheme of Amalgamation, 2 (Two) Schemes were Scheme of Arrangement. 

  • Other facts are:-
    • 5 (Five) Companies were Listed Company.
    • 14 (Fourteen) Company have paid-up Capital of more than Rs. 10 Crores.
    • 6(Six) 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.1111
    • In 3 (Three) Scheme, the Transferor Company is profit making and the Transferee Company has carried forward losses.

DETAILS OF SCHEME

SCHEME OF AMALGAMATION:

MOMAI APPARELS LIMITED WITH ASHAPURA INTIMATES FASHION LIMITED

This Scheme is Scheme of Amalgamation between two Listed Companies. This is a case of vertical amalgamation involving backward integration as both the Companies are engaged in related lines of business. Momai Apparels Limited is in the business of manufacturing of Readymade garments.Ashapura Intimates Fashion Limited is in the business of designing, branding,marketing and retailing of Readymade garments. Ashapura Intimates Fashion Limited holds 28,90,500 (20%) Equity Shares in Momai Apparels Limited. Post Amalgamation total Equity Share Capital of Ashapura Intimates Fashion Limited will be Rs 2481.17 lakhs and promoters holding of Equity Shares will be 59.47% against the holding of 67.74%. The Appointed Date of Amalgamation is 1st April 2016.

JYOTHY CONSUMER PRODUCTS MARKETING LIMITED WITH JYOTHY LABORATORIES LIMITED.

This is Scheme of Amalgamation of Unlisted Company with Listed Company.This is a case of horizontal amalgamation as both the Companies are engaged in same lines of business. Jyothy Consumer Products Marketing Limited is in the business of manufacturing and marketing of FMCG products and Jyothy Laboratories Limited is in the business of manufacturing and marketing of FMCG products. Jyothy Consumer Products Marketing Limited is wholly owned subsidiary of Jyothy Laboratories Limited as entire share capital of Jyothy Consumer Products Marketing Limited is held by Jyothy Laboratories Limited and its nominees.No consideration will be paid by Jyothy Laboratories Limited as the entire share capital of Jyothy Consumer Products Marketing Limited is held by Jyothy Laboratories Limited and its nominees. The Appointed Date of Amalgamation is 1st April 2016.

SCHEME OF ARRANGEMENT

GAMMON INDIA LIMITED AND TRANSRAIL LIGHTING LIMITED.

This Scheme is Scheme of Arrangement between Listed Company and Unlisted Company. The Scheme proposes to transfer of EPC business of transmission and distribution of power on slump sale basis of Gammon India Limited into Transrail Lighting Limited.Gammon India Limited is in the business of civil engineering, design, construction, infrastructure investment and development, oil exploration and production and real estate development, as well as full-fledged EPC and manufacturing capabilities for power equipment and power transmission and distribution business.Transrail Lighting Limited is in the business of designing, manufacturing, installation and supply of Engineered galvanized steel monopoles for transmission & distribution etc. Gammon India Limited holds 77,50,000 (25%) Equity Shares in Transrail Lighting Limited.Gammon India Limited and Transrail Lighting Limited have also entered into investment cum shareholders agreement with Bilav Software Private Limited the Investor pursuant to which Gammon India Limited will transfer a majority stake in Transrail Lighting Limited to Bilav Software Private Limited.The Shares Capital of Transrail Lighting Limited will be reduced to 2,00,000 Equity Shares from 3,10,00,000 as an integral part of the Scheme.The consideration for the transfer of EPC business of transmission and distribution of power will be paid by Transrail Lighting Limited by an issue of 7,25,000 Equity Shares of Rs 10/- each to Gammon India Limited.The Appointed Date for the Scheme is  opening of business hours on 1″ day of January, 2016. 

DEEPAK FERTILISERS AND PETROCHEMICALS CORPORATION LIMITED AND SCM FERTICHEM LIMITED AND SMARTCHEM TECHNOLOGIES LIMITED.

This is Scheme of arrangement between Listed Company and Unlisted Companies for

  • Transfer of Technical Ammonia Nitrate and Fertiliser business of Deepak Fertilisers and Petrochemicals Corporation Limited to SCM Fertichem Limited by way of Slump Sale Exchange.
  • Demerger of Technical Ammonia Nitrate and Fertilizer business from SCM Fertichem Limited to Smartchem Technologies Limited.
    Deepak Fertilisers and Petrochemicals Corporation Limited is in the business of manufacturing of Fertilizers, Bulk Chemicals, Mining Chemicals, Power Generation and Distribution and Real Estate. SCM Fertichem Limited is a business of manufacturing & trading of Fertilisers, Petrochemicals & their by-products. Smartchem Technologies Limited is in the business of trading in Ammonium Nitrate & Nitric Acid and other chemicals. SCM Fertichem Limited and Smartchem Technologies Limited are wholly owned subsidiary of Deepak Fertilisers and Petrochemicals Corporation Limited as Deepak Fertilisers and Petrochemicals Corporation Limited and its nominees hold entire share capital of SCM Fertichem Limited and Smartchem Technologies Limited. The Appointed Date for the Scheme is 1st January 2016.

Consideration for Slump Sale Exchange

The consideration for the transfer of Technical Ammonia Nitrate and Fertiliser business will be paid by SCM Fertichem Limited to Deepak Fertilisers and Petrochemicals Corporation Limited by an issue of 1,60,00,000 Equity Shares of Rs 10 each at premium Rs 454 per share.

Consideration for Demerger

The consideration for demerger of Technical Ammonia Nitrate and Fertiliser business will be paid by Smartchem Technologies Limited by the issue of 1 Equity Shares for every 1 Equity Shares held in SCM Fertichem Limited.
Note: For a detailed analysis on above Scheme,We request our readers to refer to September 2016 issue of M& A Critique.

PETITIONS ADMITTED

The number of Schemes admitted were 36 (Thirty-six) of which 28 (Twenty-Eight) Schemes were Schemes of Amalgamation, 2 (Two) Schemes were Scheme of Arrangement, 3(Three) Schemes were Scheme of Demerger and 3(Three) Scheme were Composite Scheme of Arrangement.

IMPORTANT ONES ARE LISTED BELOW:

Scheme of Arrangement

  •  Hindustan Unilever Limited and its Member.
  •  Cairn India Limited and Vedanta Limited.
  •  Composite Scheme of Arrangement
  •  Geometric Limited and HCL Technologies Limited and 3DPLM Software Solutions Limited.

PETITIONS SANCTIONED

The numbers of Schemes sanctioned were 39 (Thirty-nine) of which 32 (Thirty-two) Schemes were Schemes of Amalgamation, 5(Five) Schemes were Scheme of Demerger, 2(Two) Scheme were Composite Scheme of Arrangement.

IMPORTANT ONES ARE LISTED BELOW:

Scheme of Amalgamation

  •  Jet Lite (India) Limited with Jet Airways (India) Limited.
  • Apcotex Solutions India Private Limited with Apcotex Industries Limited

Scheme of Demerger

  •  Sistema Shyam TeleServices Limited and Reliance Communications Limited.
  •  Nitin Castings Private Limited and Nitin Alloys Global Limited.
  •  Reliance Telecom Limited and Reliance Communication Limited.
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