M&A Happenings : September 2016

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

This month 31 (Thirty One) Schemes were filed, involving 97 (Ninety Seven) Companies, of which 29 (Twenty Nine) Schemes were Scheme of Amalgamation, 1 (One) Schemes was Scheme of Demerger and 1(One) Schemes was Scheme of Arrangement.

Other facts are:-

• 5 (Five) Companies were Listed Company.
• 17 (Seventeen) Company have paid-up Capital of more than Rs. 10 Crores.
• 3(Three) Schemes were Merger between Holding Company and Subsidiary Company.
• In 3 (Three) Schemes, the Transferor Company has carried forward losses and the Transferee Company is profit making.

DETAILS OF SCHEME

SCHEME OF AMALGAMATION:

ARONI COMMERCIALS LIMITED WITH SARASATI COMMERCIAL (INDIA) LIMITED

This Scheme is Scheme of Amalgmation between two Listed Companies. This is case of horizontal amalgamation as both the Companies are engaged in same lines of business of investments in shares & securities and lending activities and other financial  services including sub-broking activities. Sarasati Commercial (India) Limited holds 6,09,900 (14.79%) Equity Shares in Aroni Commercials Limited. Post Amalgamation total Equity Share Capital of Sarasati Commercial (India) Limited will be Rs 103.02 lakhs and promoters holding of Equity Shares will be 73.38% against holding of 75%. The Appointed Date of Amalgamation is 1st April, 2015

SCHEME OF ARRANGEMENT

HATHWAY CABLE AND DATACOM LIMITED AND HATHWAY BROADBAND PRIVATE LIMITED.

This Scheme is Scheme of Arrangement between Listed Company and Unlisted Company. The Scheme proposes to transfer Internet Service Provider (ISP) business of  Hathway Cable and Datacom Limited into Hathway Broadband Private Limited. Hathway Broadband Private Limited is a wholly owned subsidiary of Hathway Cable and Datacom Limited.Hathway Cable and Datacom Limited is in business of distribution of television channels through analog and digital cable distribution networks and also provides internet services. Hathway Broadband Private Limited is presently not carrying on any business activities but is proposing to be engaged in the business  of internet and other related services, software development services and products, and other value added services.The total consideration for transfer of ISP Buisness of Rs 98.05 crore will be paid in cash by Hathway Broadband Private Limited to Hathway Cable and Datacom Limited.The Appointed Date for the Scheme is 1st April, 2015.

JAIPRAKASH ASSOCIATES LIMITED AND JAYPEE CEMENT CORPORATION LIMITED AND ULTRATECH CEMENT LIMITE

This Scheme is Scheme of Arrangement between Unlisted Company and two Listed Companies for transfer of business of manufacture and sale of cement and clinker. This is case of horizontal arrangement as all the companies are engaged in the Cement business.Jaiprakash Associates Limited and Jaypee Cement Corporation Limited are in the business of manufacturing and sale of cement and clinker. Ultratech Cement Limited is engaged in the business of manufacture and sale of various grades and types of cement, ready mix concrete and other related products. The business is transferred on Slump Exchange basis in accordance with the terms of the Scheme and pursuant to the provisions of sections 391 to 394 of the Companies Act. The consideration payable to Jaiprakash Associates Limited would be by way of issue of 13,200 unsecured non-convertible redeemable debentures of face value of Rs. 10,00,000 each and 1,00,000 unlisted non-convertible cumulative redeemable preference shares of Rs. 1,00,000 each and 50,000 un-listed non-convertible cumulative redeemable preference shares of face value of Rs. 1,00,000  each. The consideration payable to Jaypee Cement Corporation Limited would be by way of issue of 18,049 unsecured non-convertible redeemable debentures of face value of Rs. 10,00,000 and 10 unlisted non-convertible cumulative redeemable preference shares of face value of Rs. 1,00,000.The Appointed Date of the Arrangment is Effective Date.

PETITIONS ADMITTED

The number of Schemes admitted were 20 (Twenty) of which 17 (Seventeen) Schemes were Schemes of Amalgamation, 2 (Two) Schemes were Scheme of Demerger and 1(One) was Composite Scheme of Arrangement.

IMPORTANT ONES ARE LISTED BELOW:

• SCM Soilfert Limited with Deepak Fertilizers and Petrochemicals Corporation Limited

PETITIONS SANCTIONED

The numbers of Schemes sanctioned were 26 (Twenty Six) of which 20 (Twenty) Schemes were Schemes of Amalgamation, 6(Six) Schemes were Scheme of Demerger

IMPORTANT ONES ARE LISTED BELOW:

• Whitehills Advisory Services Private Limited with Essel Propack Limited.
• Pipal Research Analytics & Informations Services India Private Limited and Coalition Development Systems (India) Private Limited and Mercator Info-Services India Private Limited with Crisil Limited.
• Reliance Concerete Private Limited with Reliance Infrastructure Limited.
• Kirloskar Systech Limited with kirloskar Brothers Limited.