M&A Happenings – December 2016 – Mumbai High Court

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

This month 28(Twenty-eight) Schemes were filed, involving 68 (Sixty-eight) Companies, of which 18 (Eighteen) Schemes were Scheme of Amalgamation,7 (Seven) Scheme were Scheme of Demerger, 1(One) Scheme was Scheme of Arrangement, 2(Two) Scheme were Composite Scheme of Arrangement. 

Other facts are: –

• 5 (Five) Companies were Listed Company
• 20 (Twenty) Companies 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
• In 3(Three) Schemes, the Transferor Company is profit making and the Transferee Company has carried forward losses.

DETAILS OF SCHEME

SCHEME OF AMALGAMATION:

HAPPY HIGHRISES LIMITED WITH GODREJ PROPERTIES LIMITED.

Godrej Properties 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.

SOUTHERN DIGITAL SCREENZ INDIA PRIVATE LIMITED AND V. N. FILMS PRIVATE LIMITED AND EDRIDGE LIMITED AND UFO INTERNATIONAL LIMITED WITH UFO MOVIEZ INDIA LIMITED

SCHEME OF DEMERGER:

JUST DIAL GLOBAL PRIVATE  LIMITED AND JUST DIAL LIMITED

This is Scheme of demerger of Unlisted Company and Listed Company. The Scheme proposes Demerger of Data & Information Division of Just Dial Global Private Limited into Just Dial Limited. Just Dial Global Private Limited is in the business of providing information relating to various types of businesses, products, services, projects, companies and maintains a database which could be used for dissemination of commercial information and Just Dial Limited is engaged in the business of providing search and related services to user in India through various offline and online platform. The Appointed Date of Demerger is  1st October, 2016.

Just Dial Limited will issue 1 6% Redeemable Preference Share of Re.1/- for every 1 (One) Equity Share of`10/- each to the shareholders of Just Dial Global Private Limited.

PRIVI ORGANICS LIMITED AND ADI AROMATIC LIMITED AND FAIRCHEM SPECIALITY LIMITED. 

Consideration for Demerger of Aroma Chemical business of Privi Organics Limited into Adi Aromatic Limited

Fairchem Speciality Limited will issue 27 Equity Shares of Rs. 10/- each fully paid up and 27 Compulsorily Convertible Preference Shares of Rs.10/- each fully paid up and for every 40 (forty) Equity Shares of Rs.10/- to shareholder of Privi Organics Limited.

SCHEME OF ARRANGEMENT

GAMMON INDIA LIMITED AND GAMMON ENGINEERS AND CONTRATORS PRIVATE LIMITED

PETITIONS ADMITTED

The number of Schemes admitted were 29(Twenty-nine) of which 27 (Twenty-Seven) Schemes were Schemes of Amalgamation, 1(One) Schemes was Scheme of Demerger, 1(One) Schemes was Composite Scheme of Arrangement.

IMPORTANT ONES ARE LISTED BELOW:

Scheme of Amalgamation

• Dollex Industries Limited and Parvati Sweetners and Power Limited.

PETITIONS SANCTIONED

The numbers of Schemes sanctioned were 29(Twenty-nine) of which 21(Twenty-one) Schemes were Schemes of Amalgamation, 4(Four) Schemes were Scheme of Demerger, 4(Four) Scheme were Composite Scheme of Arrangement.

IMPORTANT ONES ARE LISTED BELOW:

Scheme of Amalgamation

• Suvi Info Management (Indore) Private Limited with Jagran Prakashan Limited.

Scheme of Demerger

• Reliance Capital Limited and Reliance Commercial Finance Limited (Reliance Gilts Limited).

Scheme of Composite Scheme of Arrangement

• Geometric Limited and HCL Technologies Limited and 3DPLM Software Solutions Limited