M&A Critique

M&A Happenings : April 2016

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

IndustryNo. of Deals
April 2016March 2016
Agriculture3
Chemicals32
Entertainments5
Financial Services163
Information Technology11
Investment2
Others135
Pharmaceuticals
Power21
Publication1
Real Estate16
Travel Support Services1
Textile31
Total7513

This month 75 (Seventy-Five) Schemes were filed, involving 182 (One Hundred Eighty-two) Companies, of which 63 (Sixty-three) Schemes were Scheme of Amalgamation, 9 (Nine) Schemes were Scheme of Demerger and 3(Three) were Scheme of Arrangement.

Other facts are:-

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

DETAILS OF SCHEME

SCHEME OF AMALGAMATION:

AGILYST CONSULTING PRIVATE LIMITED WITH ECLERX SERVICES LIMITED

Eclerx 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.

WHITEHILLS ADVISORY SERVICES PRIVATE LIMITED WITH ESSEL PROPACK LIMITED

ELITECORE TECHNOLOGIES PRIVATE LIMITED WITH STERLITE TECHNOLOGIES LIMITED

This Scheme is Scheme of Amalgamation of Unlisted Company with Listed Company. This is a case of conglomerate amalgamation as both the Companies are engaged in different lines of business.Elitecore Technologies Private Limited is in the business of computer programming consultancy and related activities and Sterlite Technologies Limited is in the business of manufacturing of optical fiber and cables. Elitecore Technologies Private Limited is wholly owned subsidiary of Sterlite Technologies Limited as entire share capital of Elitecore Technologies Private Limited is held by Sterlite Technologies Limited and its nominees. No consideration will be paid by Kirloskar Brothers Limited as the entire share capital of Elitecore Technologies Private Limited is held by Sterlite Technologies Limited. Sterlite Technologies Limited has filed an application in court just to get directions from Bombay High Court that the filing of Petition by Sterlite Technologies Limited are dispensed with. The Appointed Date for the Scheme is 29th September 2015.

KIRLOSKAR SYSTECH LIMITED WITH KIRLOSKAR BROTHERS LIMITED

Kirloskar Brothers 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.

RELIANCE CONCRETE PRIVATE LIMITED WITH RELIANCE INFRASTRUCTURE LIMITED

Reliance Infrastructure 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.

HINDUSTAN UNILEVER LIMITED  AND ITS MEMBER

CRYSTAL SOUND &  MUSIC PRIVATE LIMITED AND SPECTRUM BROADCAST HOLDINGS PRIVATE LIMITED AND JAGRAN PRAKASHAN LIMITED AND SHRI PURAN MULTIMEDIA LIMITED AND MUSIC BROADCAST LIMITED.

PETITIONS ADMITTED

The number of Schemes admitted was 50 (Fifty) of which 40 (Forty) Schemes were Schemes of Amalgamation, 3(Three) Schemes were Schemes of Arrangement, 7 (Seven) Schemes were Schemes of Demerger.

IMPORTANT ONES ARE LISTED BELOW:

Scheme of Amalgamation

  • Analyst Consulting Private Limited with Eclerx Services Limited
  • Reliance Concrete Private Limited with Reliance Infrastructure Limited
  • Pipal Research Analytics & Information Services India Private Limited and Coalition Development Systems (India) Private Limited and Mercator Info-Services India Private Limited and Crisil Limited

Scheme of Demerger

  • Sistema Shyam TeleServices Limited with Reliance Communications Limited.
  • LKP Finance Limited and LKP Securities Limited

Scheme of Arrangement

  • JSW Power Trading Company Limited and JSW Green Energy Limited and JSW Energy Limited

PETITIONS SANCTIONED

The numbers of Schemes sanctioned were 38 (Thirty-eight) of which 31 (Thirty-one) Schemes were Schemes of Amalgamation, 1 (One) Schemes was Schemes of Arrangement, 3 (Three) Schemes were Schemes of Demerger, 3 (Three) Scheme were Composite Scheme of Arrangement.

IMPORTANT ONES ARE LISTED BELOW:

Scheme of Amalgamation

  • Bluestar Infotech Limited and Blue Star Infotech Business Intelligence & Analytics Private Limited with Blue Star Limited.
  • Datamatics Software Services Limited and Datamatics Vista Info Systems Limited with Datamatics Global Services Limited

Scheme of Demerger

  • Sterlite Technologies Limited and Sterlite Power Transmission Limited

Do you think we missed some schemes? Let us know in the comment section below. For Details of schemes you can visit mergersindia

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Milan Shah