M&A Happenings : July 2016

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

This month 76 (Seventy-Six) Schemes were filed, involving 245 (Two Hundred Forty-five Companies, of which 68 (Sixty-eight) Schemes were Scheme of Amalgamation, 3 (Three) Schemes were Scheme of Demerger and 5(Five) Schemes were Composite Scheme of Arrangement. 

Other facts are:-

• 4 (Four) Companies were Listed Company.
• 32 (Thirty-two) Company have paid-up Capital of more than Rs. 10 Crores.
• 14 (Fourteen) Schemes were Merger between Holding Company and Subsidiary Company.
• In 6 (Six) Schemes, the Transferor Company has carried forward losses and the Transferee Company is profit making.

DETAILS OF SCHEME

SCHEME OF AMALGAMATION:

SCM SOILFERT LIMITED WITH DEEPAK FERTILIZERS AND PETROCHEMICALS CORPORATION 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. SCM Soilfert Limited is in a business of manufacturing and trading of fertilizers, petroleums, and their by-products and Deepak Fertilizers and Petrochemicals Corporation Limited is in a business of manufacturing of fertilizers,bulk chemicals,agri-services, mining chemical and value-added real estate.SCM Soilfert Limited is wholly owned subsidiary of Deepak Fertilizers and Petrochemicals Corporation Limited as entire share capital of SCM Soilfert Limited is held by Deepak Fertilizers and Petrochemicals Corporation Limited and its nominees.No consideration will be paid by Deepak Fertilizers and Petrochemicals Corporation Limited as the entire share capital of SCM Soilfert Limited is held by Deepak Fertilizers and Petrochemicals Corporation Limited and its nominees. The Appointed Date of Amalgamation is 1st April 2015.

Deepak Fertilizers and Petrochemicals Corporation 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.
DOLLEX INDUSTRIES LIMITED WITH PARVATI SWEETNERS AND POWER LIMITED
This is Scheme of Amalgamation of Listed Company with Unlisted Company. This is a case of horizontal amalgamation as both the Companies are engaged in same lines of business.Dollex Industries Limited is presently engaged in a business of trading in sugar and Parvati Sweetners and Power Limited is in a business of Manufacturing of Sugar and captive power generation. Post Amalgamation total Share Capital of Parvati Sweetners and Power Limited will be Rs 3542.70 lacs and promoters holding of Equity Shares will be 55.68% against the holding of 100%. The Appointed Date of Amalgamation is 1st April 2015.

COMPOSITE SCHEME OF ARRANGEMENT

GEOMETRIC LIMITED AND HCL TECHNOLOGIES LIMITED AND 3D PLM SOFTWARE SOLUTIONS LIMITED

This Composite Scheme of Arrangement and Amalgamation involving Listed and Unlisted Companies for:

• Demerger of IT-enabled engineering services, product lifecycle management services and engineering design productivity software business of tools business of Geometric Limited into HCL Technologies Limited .
•  Amalgamation of a Residual business of Geometric Limited with 3D PLM Software Solutions Limited.

This is a case of conglomerate integration as all the companies are engaged in a different line of business.Geometric Limited is engaged in IT-enabled engineering services. While HCL Technologies Limited is primarily engaged in the business of providing IT services,IT Infrastructure services, applications services and business process related services and 3D PLM Software Solutions Limited is engaged in product development and market support for Product Lifecycle Management software of Dassault Systemes and also provides the back-end support to finance and sales business administration function of Dassault Systemes. 3D PLM Software Solutions Limited is a subsidiary of Geometric Limited as Geometric Limited holds 900,200 Equity shares (58% ) in 3D PLM Software Solutions Limited The Appointed Date for the Scheme is opening hours of business on March 31, 2016.
Consideration for Demerger
HCL Technologies Limited shall issue 10 Equity Shares of Rs.2/- each fully paid up for every 43 Equity Shares of Rs.2/- each held by the shareholders of Geometric Limited.
Consideration for Amalgamation
3D PLM Software Solutions Limited shall issue 1 Redeemable Preference Share of Rs.68/- each fully paid up for every 1 Equity Shares of Rs.2/- each held by shareholders of Geometric Limited. However, if RBI permission is not received for issue Redeemable Preference Shares then NonResident Shareholder shall be issued 24 Equity Shares of Rs.10 each for every 1,793 Equity Shares of Rs.2/- each held by Geometric Limited. The Equity Shares issued shall be compulsorily purchased byDassault Systemes and / or their affiliates at a price of Rs. 5,080 per shares .

PETITIONS ADMITTED

The number of Schemes admitted was 53 (Fifty-three) of which 39 (Thirty-nine) Schemes were Schemes of Amalgamation, 3 (Three) Schemes were Scheme of Arrangement, 10 (Ten) Schemes were Scheme of Demerger and 1(One) was Composite Scheme of Arrangement.

Scheme of Amalgamation

• Reliance Infrastructure Limited with Reliance Electronic Generation and Supply Private Limited.
• Balkrishna Synthetics Limited with Siyaram Silk Mills Limited.

Scheme of Demerger

• Nitin Castings Private Limited and Nitin Alloys Global Limited.

PETITIONS SANCTIONED

The numbers of Schemes sanctioned were 19 (Nineteen) of which 17 (Seventeen) Schemes were Schemes of Amalgamation, 1(One) Scheme was Scheme of Arrangement and 1(One) Scheme was Scheme of Demerger.

Scheme of Amalgamation

• Geecee  Logistics & Distributions Private Limited with Geecee Ventures Limited.
• Agilyst Consulting Private Limited with Eclerx Services Limited
• Adeshwar Realty Private Limited with Arihant Superstructures Limited