Sept 2015 : M&A Happenings at Bombay High Court

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

This month 29 (Twenty Nine) Schemes were filed, involving 90 (Ninety) Companies, of which 23 (Twenty Three) Schemes were Schemes of Amalgamation, 5 (Five) Schemes were Scheme of Demerger, 1 (One Scheme was Composite Scheme of Arrangement.

Other facts are:-

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

DETAILS OF SCHEME

SCHEME OF AMALGAMATION

ITI SECURITIES LIMITED AND ITI CAPITAL HOLDINGS PRIVATE  LIMITED AND CREST VENTURES  LIMITED AND THEIR RESPECTIVE SHAREHOLDERS AND CREDITORS

This Scheme of Amalgamation of Unlisted Companies with Listed CompanyThis is a case of Conglomerate Amalgamation as all the companies are engaged in different lines of business. ITI Capital Holdings Private Limited is in business of investment in group companies and ITI Securities Limited was registered stock broker with NSE and BSE it has surrendered its membership with both exchanges and is presently not carrying on business activities andCrest Venture Limited is presently engaged in the business of investment in shares and properties.ITI Securities Limited is subsidiary of ITI Capital Holdings Private Limited as ITI Capital Holdings Private Limited holds 45, 45,940 (90.99%) Equity Shares of ITI Securities Limited and entire 12,00,000 3% Cumulative Redeemable Preference Shares is held by Crest Ventures Limited and ITI Capital Holdings Private Limited is wholly owned subsidiary of Crest Ventures Limited as entire share capital of ITI Capital Holdings Private Limited is held by Crest Ventures Limited and its nominees.The Scheme of Amalgamation is in two stages wherein  ITI Securities Limited will amalgamate with ITI Capital Holdings Private Limited and subsequently ITI Capital Holdings Private Limited will amalgamate with  Crest Ventures Limited.The Appointed  Date of Amalgamation of ITI Securities Limited with ITI Capital Holdings Private Limited is 1^st April,2014 and Appointed  Date of Amalgamation of ITI Capital Holdings Private Limited with Crest Ventures Limited is 2^nd April 2014.

Consideration

No Equity Shares shall be issued by ITI Capital Holdings Private Limited to the Equity Shareholders of ITI Securities Limited as 91% Equity Shares are held by .ITI Capital Holdings Private Limited.ITI Capital Holdings Private Limited shall issue 1 (One) 3% Cumulative Redeemable Preference Shares of Rs.100/- each for every 1 (One) 3% Cumulative Redeemable Preference Shares of Rs.100/- each of ITI Securities Limited to Crest Ventures Limited as entire  3% Cumulative Redeemable Preference Shares of ITI Securities Limited are held byCrest Ventures Limited.

No consideration will be paid by Crest Ventures Limited as ITI Capital Holdings Private Limited is its wholly owned subsidiary Company and investments made by Crest Ventures Limited in ITI Capital Holdings Private Limited will stand canceled.

PETITIONS ADMITTED

The number of Schemes admitted was 42 (Forty-Two) of which 29 (Twenty Nine) Schemes were Schemes of Amalgamation, 8 (Eight) Schemes were Schemes of Demerger and 5 (Five) Schemes were Composite Schemes of Arrangement.

IMPORTANT ONES ARE LISTED BELOW:

Scheme of Amalgamation

• Fag Roller Bearings Private Limited with Fag Bearings India Limited.
• Clear Mipak Packaging Solutions Limited with Hitech Plast Limited.
• Jay Railway Projects Private Limited with KEC Internation Limited.

Composite Scheme Of Arrangement

• Maiboli Broadcasting Private Limited and Sri Adhikari Brothers Television Network Limited and Sri Adhikari Brothers Assets Holding Private Limited and TV Vision Limited and UBJ Broadcasting Private Limited and MPCR Broadcasting Services Private Limited and HHP Broadcasting Private Limited and Marvik Entertainment Private Limited.

            PETITIONS SANCTIONED

The numbers of Schemes sanctioned were 18(Eighteen) of which 15 (Fifteen) Schemes were Schemes of Amalgamation, 2 (Two) Schemes were Schemes of Demerger and 1 (One) Scheme wasComposite Schemes of Arrangement.

IMPORTANT ONES ARE LISTED BELOW:

Scheme of Amalgamation

• CMC Limited with Tata Consultancy Services Limited
• Tata Metaliks Limited, Tata Metaliks  Kubota Pipes Limited with Tata Steel Limited
• Shasun Pharmaceuticals Limited with Strides Arcolab Limited
• SW Finance Co Limited with United Spirits Limited