Takeover Panorama 
A Monthly Newsletter by Corporate Professionals 
Year VIII-Vol VII 
August Edition
2 
Legal Update SAT order in the matter of M/s. Splash Media & Infra Limited SAT order in the matter of Mr. Virat Sevantil...
3 
The Hon’ble Tribunal set aside the order passed by SEBI and restore the matter for fresh decision on merits. 
SAT order...
4 
The Hon’ble Tribunal held that delay of repetitive nature cannot be considered in a lenient manner and accordingly dism...
5 
Mr. Ramana Boina Shankar(“Appellant 3”), Ms. Lakshmi Rajan(“Appellant 4”), Mr. Sreeram V. Mangalapalli (“Appellant 6”),...
6 
The Hon’ble Tribunal held that well considered decision to include huge number of shares of third parties by the promot...
7 
On February 3, 2009 SEBI amended Regulation 8A of the SEBI (SAST) Regulations, 1997 as a result of which the promoters ...
8 
Consent order in the matter of M/s. ABM International Limited 
M/s ABM International Limited (Applicant) has voluntaril...
9 
Power Advisory Committee (HPAC) which recommend to give final opportunity to Applicant to raise the settlement amount t...
10 
Regulations, 1992. 
M/s Count N Denier (India) Limited 
Mr. Anil B Agarwal 
Regulation 30(2) read with 30(3) of the SE...
11 
M/s Rajlaxmi Industries Limited 
Ms. Binna N Parikh, Ms. Bela Mehta, Mr. KailashMakharia, Ms. RenuGautamHarlalka, Ms. ...
12 
HINT OF THE MONTH 
1997. 
M/s Innoventive Venture Limited (Formerly Known as Platinum Ocean Energy Limited) 
M/s. Inno...
13 
Target Company 
M/s Prime Focus Limited 
Registered Office 
Mumbai 
Net worth of TC 
Rs. 747.43 (31.03.2014) 
Listed A...
14 
Target Company 
M/s Styrolution ABS (India) Limited 
Registered Office 
Gujarat 
Net worth of TC 
NA 
Listed At BSE an...
15 
Target Company 
M/s Ambitious Plastomac Company Limited 
Registered Office 
Mumbai 
Net worth of TC 
Rs. 58.73 Lacs (3...
16 
Regular Section: Battle for Mangalore Chemicals & Fertilizers Limited 
About Mangalore Chemicals & Fertilizers Limited...
17 
Corporation Limited. The shares of company are listed on BSE Limited (“BSE”) and National Stock Exchange Limited (“NSE...
18 
Company got listed on BSE Limited (“BSE”) and National Stock Exchange Limited (“NSE”) on November 27, 2012. 
About Uni...
19 
 KFIL is a wholly-owned subsidiary of UBHL and is the part of UB Group. 
 MHL is a part of the UB Group and is promo...
20 
Acquisition of VC Backed CRO Karmic Lifesciences by Cliantha 
Cliantha Research Limited, an Ahmedabad based global lif...
21 
Disclaimer: 
This paper is a copyright of Corporate Professionals (India) Pvt. Ltd. The entire contents of this paper ...
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Takeover Panorama August 2014

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  1. 1. Takeover Panorama A Monthly Newsletter by Corporate Professionals Year VIII-Vol VII August Edition
  2. 2. 2 Legal Update SAT order in the matter of M/s. Splash Media & Infra Limited SAT order in the matter of Mr. Virat Sevantilal Shah, Mr. Alok Virat Shah and Mr. Rajan Sevantilal Shah SAT order in the matter of Mr. Polsani Ravinder Rao, Mr. PV Ravi Kumar and others SAT order in the matter of M/s. GHCL Limited, Mr. Bhuwneshwar Mishra and Mr. Sanjay Dalmia and others Consent Order in the matter of M/s. Talbros Engineering Limited Consent Order in the matter of M/s. ABM International Limited Consent order in the matter of M/s. Suryakrupa Finance Limited Consent order in the matter of M/s. Quasar India Limited Consent order in the matter of M/s. Corporate Courier and Cargo Limited Adjudicating Officer/WTM Orders 3 Hint of the Month 12 Latest Open Offers 15 Regular Section Battle for Mangalore Chemicals & Fertilizers Limited 16 Market Update 20 Our Team 21 Insight
  3. 3. 3 The Hon’ble Tribunal set aside the order passed by SEBI and restore the matter for fresh decision on merits. SAT order in the matter of M/s. Splash Media & Infra Limited Facts: M/s Splash Media and Infra Limited (“Appellant”) had failed to make disclosures as required under Regulation 6(2), 6(4), 7(3) and 8(3) of SEBI (SAST) Regulations, 1997. Accordingly, Adjudicating Officer (AO) imposed the composite penalty of Rs.15,00,000 for the aforesaid violations on the Appellant. Being aggrieved by the order of AO, the Appellant has filed the appeal before Hon‟ble Tribunal and contended that SEBI has not considered various submissions made by the Appellant. Issues: Whether the penalty imposed by the SEBI is justified? Decision: After taking into considerations the facts and circumstances of the case, the Hon‟ble Tribunal held that failure to make disclosure under each regulation constitutes independent offence attracting independent penalty, in the facts of present case, where there are multiple offences it would be just and proper to impose penalty for each offence independently depending upon the delay or default in making disclosures which are mandatory. Accordingly SAT set aside the order passed by SEBI and restore the matter for fresh decision on merits and in accordance with law after considering the submissions made by Appellant. SAT order in the matter of Mr. Virat Sevantilal Shah, Mr. Alok Virat Shah and Mr. Rajan Sevantilal Shah Facts: Mr. Virat Sevantilal Shah, Mr. Alok Virat Shah and Mr. Rajan Sevantilal Shah (“Appellants”) had failed to make disclosures required under Regulation 7(1) read with Regulation 7(2) of SEBI (SAST) Regulations, 1997 and Regulation 29(2) and 29(3) of SEBI LEGAL UPDATES
  4. 4. 4 The Hon’ble Tribunal held that delay of repetitive nature cannot be considered in a lenient manner and accordingly dismissed the appeal filed by the appellants. The Hon’ble Tribunal held that penalties imposed on the appellants are justified and not unreasonable considering the nature of violation. (SAST) Regulations, 2011. Accordingly SEBI imposed a composite penalty of Rs.5,00,000 for the aforesaid violations on the Appellants. Being aggrieved by the direction of SEBI, the Appellants had filed the appeal before Hon‟ble Tribunal and contended that: Delay in making disclosures is only of two days in one transaction and 6days delay in another transaction which was of marginal nature and there were no malafide intentions behind the delay. Due to delay in making disclosures, neither the appellants have made any unfair gain nor any loss caused to any investors due to non- disclosure. Shares of the company were suspended from trading during the period from January 6, 1997 to February 16, 2012 on the Stock Exchanges. Issues: Whether the penalty imposed by the SEBI is justified? Decision: After taking into considerations the facts and circumstances of the case, the Hon‟ble Tribunal held that since default was repetitive in nature and delay in respect of second transaction being more than the delay in the first transaction it is evident that the appellants instead of being more careful after the first default, they were more carefree. Accordingly, Hon‟ble Tribunal dismissed the appeal filed by Appellants. SAT order in the matter of Mr. Polsani Ravinder Rao, Mr. PV Ravi Kumar and others Facts: Mr. Polsani Ravinder Rao (“Appellant 1”), Promoter, Director and Compliance Officer of Arunjyoti Enterprises (“Company”)failed to make disclosures required under Regulation 13(4) read with Regulation 13(5) of SEBI (PIT) Regulations, 1992, accordingly SEBI imposed a penalty of Rs.10,00,000 for the aforesaid violations on Appellant 1.
  5. 5. 5 Mr. Ramana Boina Shankar(“Appellant 3”), Ms. Lakshmi Rajan(“Appellant 4”), Mr. Sreeram V. Mangalapalli (“Appellant 6”), Ms. Ramana Bharati (“Appellant 7”) and Mr. ARS Rajan (“Appellant 8”), promoters of the Company failed to make disclosures required under Regulation 13(4A) read with Regulation 13(5) of SEBI (PIT) Regulation, 1992 and accordingly SEBI imposed a penalty of Rs. 5,00,000 for the aforesaid violations on each of Appellant 3, Appellant 4, Appellant6, Appellant 7 and Appellant8. Mr. PV Ravi Kumar (“Appellant 2”), Mrs. P Leela Madhuri Devi (“Appellant 5”) and P Suresh Gandhi (“Appellant 9”), public shareholders of the Company have failed to make disclosures under Regulations 7(1) and 7(2) of SEBI (SAST) Regulations, 1997 and Regulation 13(5) of SEBI (PIT) Regulation, 1992, accordingly SEBI imposed penalty of Rs. 4,00,000 on Appellant 2 and Appellant 5 and penalty of Rs. 3,00,000 on Appellant 9. Being aggrieved by the order of SEBI, the appellants have filed the present appeal and following submissions were made: The violations have been committed due to total ignorance of law. Therefore, the respondent should not have imposed such high penalties for the said admitted violations which occasioned only due to inadvertence. All the appellants including Promoter, Director, Compliance Officer and Public Shareholder should be treated at par in the matter of imposition of penalty and there should be no discrimination in this regard. In reply to the contentions made by the appellants, SEBI submitted that penalties in question have been imposed on the appellants duly taking into consideration degree and nature of violation committed by them as also their respective position in the company. Similarly, an appellant who has committed violation twice has been imposed slightly more monetary penalty as compared to the others. Issues: Whether the penalty imposed by the SEBI on the appellants is justified? Decision: After taking into consideration all the facts and circumstances of the case and submissions made by both the parties, the Hon‟ble Tribunal held that penalties imposed on the appellants are justified and not unreasonable considering the nature of violation, accordingly dismissed the case with no order to the cost.
  6. 6. 6 The Hon’ble Tribunal held that well considered decision to include huge number of shares of third parties by the promoters of the company into their shares under clause 35 is a very serious matter and cannot be pardoned. Accordingly, the appeal was dismissed. SAT order in the matter of M/s GHCL Limited, Mr. Bhuwneshwar Mishra and Mr. Sanjay Dalmia and others Facts: On October 25, 2013, SEBI imposed penalties ranging between Rs. 7 Lacs to 50 Lacs on M/s GHCL Limited (Appellant 1), Mr. Bhuwneshwar Mishra (Appellant 2), Mr. Sanjay Dalmia (Appellant 3) for violation of Regulation 3(a), (b), (c), (d), 4(1) and 4(2)(f) of SEBI (PFUTP) Regulation, 2003, read with Sections 12A(a), (b) and (c) of SEBI Act, 1992 and M/s Carissa Investment Pvt. Ltd. (Appellant 4), M/s Dear Investment Pvt. Ltd. (Appellant 5), M/s Dalmia Housing Finance Ltd. (Appellant 6), M/s Ilac Investments Pvt. Ltd. (Appellant 7), M/s Lovely Investment Pvt. Ltd. (Appellant 8), M/s Antarctica Investment Pvt. Ltd. (Appellant 9), M/s Comosum Investment Pvt. Ltd. (Appellant 10), M/s Alter Investment Pvt. Ltd (Appellant 11)., M/s Anurag Trading Leasing & Investment Pvt. Ltd (Appellant 12), M/s Archana Trading Leasing & Investment Pvt. Ltd. (Appellant 13) for violation of Regulation 3(a), (b), (c), (d), 4(1) and 4(2)(f) of SEBI (PFUTP) Regulation, 2003, read with Sections 12A(a), (b) and (c) of SEBI Act, 1992 and Regulation 7(1A) and 8(2) of SEBI (SAST) Regulations, 1997. Being aggrieved by the order of SEBI, all the appellants had filed the appeal before Hon‟ble Tribunal and contended that: Contention made on behalf of Appellants The company informed all the Stock Exchanges whatsoever data / information was received by it from the promoters about the shareholding pattern as a conduit only. Existing proforma prescribed by Clause 35 of the Listing Agreement did not talk of inclusion of shares which could be held by third parties / outsiders on behalf of the promoters. Because of such an ambiguity in law various legal opinions were sought by the management of the appellant company and such opinions were in favour of inclusion of such independent shares held by third parties into the shares of the promoters. Therefore, no fault could be found with the appellants in reporting the shareholding pattern for eight quarters in the years 2007-2008.
  7. 7. 7 On February 3, 2009 SEBI amended Regulation 8A of the SEBI (SAST) Regulations, 1997 as a result of which the promoters of a company were required to disclose to the Company in the prescribed format, interalia, the details of their shareholding in the Company and separately disclose details of shares placed by them to third parties or otherwise encumbered. The company once again addressed a letter dated April 9, 2009 to all the stock exchanges giving a summary sheet of all previous shareholding patterns filed from March 31, 2007 to December 31, 2008 as well as the summary sheet of revised shareholding patterns for the same period under the amended law. Issues: Whether the penalty imposed by the SEBI is justified? Decision: After going through the Cl. 35 read with detailed format, the Hon‟ble Tribunal held that the law only requires promoters to mention their own shareholding which they are holding on their own right and there is no scope for inclusion of any third party shares therein. However, an inadvertent, unintentional, minor and venial wrong reporting under clause 35 of the Listing Agreement is one thing; and a conscious and well considered decision to include huge number of shares of third parties by the promoters of the company into their shares knowing fully well that the third parties„ shares do not belong to the promoters for reflecting the same in the shareholding pattern of the promoters to the Stock Exchanges under clause 35 is a very serious matter and cannot be pardoned. Accordingly, the Hon‟ble Tribunal dismissed the appeal. Consent order in the matter of M/s. Talbros Engineering Limited M/s Talbros Engineering Limited (“Applicant”) had delayed by 46 days, 29 days and 45 days in complying with the provisions of Regulation 8(3) of SEBI (SAST) Regulations, 1997 for the year 1998, 2000 and 2001 respectively. Therefore the Applicant had voluntary filed the consent application for the settlement of above non compliances and proposed to pay a sum of Rs 2,00,000 towards settlement charges. The terms as proposed by the Applicant were placed before High Powered Advisory Committee (HPAC) and on the recommendation of HPAC, SEBI settle the above non compliances and disposes of said proceedings against the Applicant.
  8. 8. 8 Consent order in the matter of M/s. ABM International Limited M/s ABM International Limited (Applicant) has voluntarily filed the consent application in respect of delay of 5018 and 168 days in filing the requisite disclosure under Regulation 8(3) of SEBI (SAST) Regulation, 1997 for the years 1998 and 1999 respectively. It was also submitted by the Applicant that there was no change in control of the applicant Company. The applicant proposed to settle the above non-compliances on the payment of Rs. 2,00,000 towards settlement charges. The terms as proposed by the applicant were placed before High Power Advisory Committee (HPAC) and on the recommendation of HPAC, SEBI settle the above non compliances. Consent order in the matter of M/s. Suryakrupa Finance Ltd. M/s Suryakrupa Finance Ltd. (“Applicant”) has voluntarily filed the consent application in respect of delay of 5007 days, 4642 days, 4277 days, 3912 days, 3547 days, 3182 days, 2452 days, 2087 days, 1722 days, 1357 days, 992 days and 262 days in filing the requisite disclosure under 8(3) of SEBI (SAST) Regulation, 1997 for the years 1998 to 2011respectively. It was also submitted by the Applicant that there has been no change in the shareholding of promoters during the period of noncompliance and the company has share capital of less than Rs. 10 crores. The applicant proposed to settle the above non-compliances on the payment of Rs. 6,28,125 towards settlement charges. The terms as proposed by the applicant were placed before High Power Advisory Committee (HPAC) and on the recommendation of HPAC, SEBI settle the above non compliances. Consent order in the matter of M/s. Quasar India Ltd. M/s Quasar India Ltd. (“Applicant”) has voluntarily filed the consent application in respect of delayed compliance of Regulation 6(2), 6(4) and 8(3) of SEBI (SAST) Regulation, 1997 for the years 1998 to 2011. The applicant proposed to settle the above non-compliances on the payment of Rs. 5,00,000 towards settlement charges. The terms as proposed by the applicant were placed before High
  9. 9. 9 Power Advisory Committee (HPAC) which recommend to give final opportunity to Applicant to raise the settlement amount to 6,20,625and on the recommendation of HPAC, SEBI settle the above non compliances. Consent order in the matter of M/s. Corporate Courier and Cargo Ltd. M/s Corporate Courier and Cargo Ltd. (“Applicant”) has voluntarily filed the consent application in respect of delayed compliance of Regulation 6(2), 6(4) and 8(3) of SEBI (SAST) Regulation, 1997 for the years 1997 to 2011. The applicant proposed to settle the above non-complianceson the payment of Rs. 6,43,125 towards settlement charges. The terms as proposed by the applicant were placed before High Power Advisory Committee (HPAC) and on the recommendation of HPAC, SEBI settle the above non compliances. Adjudicating/WTM orders Target Company Noticee Regulations Penalty Imposed/ Decision Taken M/s Arunjyoti Enterprises Limited Ms. Rajul Premal Doshi Regulation 29(1) read with 29(3) of SEBI (SAST) Regulations,2011 and Regulation 13(1) read with 13(5) of SEBI (PIT) Regulations, 1992 Rs. 4,00,000 M/s Kanel Oil and Exports Industries Limited Mr. Kirtibhai Chhaganbhai Patel, Mr. Aditya Yogeshbhai Patel, M/s. Kyati Realties Limited, M/s. Khyati Multimedia Entertainment Limited, Kartikbhai J Patel HUF, Mr. Kamalkant R Rao, Mr. Radheshyam R Lodh Regulation 29(1) and 29(2) read with Regulation 29(3) of the SEBI (SAST) Regulations, 2011 and Regulation 13(2) of the SEBI (PIT) Regulations, 1992. Rs. 8,00,000 on the violation of SEBI (SAST) Regulations, 2011 and Rs. 10,00,000 on the violation of SEBI (PIT)
  10. 10. 10 Regulations, 1992. M/s Count N Denier (India) Limited Mr. Anil B Agarwal Regulation 30(2) read with 30(3) of the SEBI (SAST) Regulations, 2011 Rs. 2,00,000 M/s Looks Health Services Limited Mr. Dipak Kalyanji Tanna Regulation 29(2) read with 29(3) of the SEBI (SAST) Regulations, 2011 and Regulation 13(3) read with 13(5) of the SEBI (PIT) Regulation, 1992 Rs. 4,00,000 M/s GulabImpex Enterprises Limited M/s. GulabImpex Enterprises Limited Regulation 8(3) of SEBI (SAST) Regulations,1997 Rs. 9,00,000 M/s Mahan Eximp Limited M/s. Mahan Eximp Limited Regulation 8(3) of SEBI (SAST) Regulations,1997 Rs. 8,00,000 M/s Supriya Leasing Limited M/s. Supriya Leasing Limited Regulation 8(3) of SEBI (SAST) Regulations,1997 Rs. 8,00,000 M/s Shree Bhawani Paper Mills Limited M/s Shree Bhawani Paper Mills Limited Regulation 8(3) of SEBI (SAST) Regulations,1997 Rs. 25,000 M/s Shree Bhawani Paper Mills Ltd. Mr. Badri Vishal Tandon Regulation 7(1A) read with 7(2) of SEBI (SAST) Regulations,1997 Rs. 2,00,000 M/s Shree Bhawani Paper Mills Ltd. Mr. Akshat Tandon, Ms. Neera Tandon and others Regulation 3(3) and 3(4) of the SEBI (SAST) Regulation, 1997 Rs. 68,00,000 M/s AkshOptifibre Limited Dr. Kailash S. Choudhari, Mrs. Seema Choudhari and others Regulation 7(1A) read with 7(2) of SEBI (SAST) Regulation,1997 Rs. 15,00,000
  11. 11. 11 M/s Rajlaxmi Industries Limited Ms. Binna N Parikh, Ms. Bela Mehta, Mr. KailashMakharia, Ms. RenuGautamHarlalka, Ms. Asha V Harlalka, Mr. Manish V Harlalka, Mr. Gautam V Harlalka, and Mr. Vinod Kumar Harlalka Regulation 7(1) read with 7(2), 8(1) and 8(2) of SEBI (SAST) Regulations, 1997 and Regulation 30(2) read with 30(3) of the Takeover Regulations, 2011 Rs. 62,50,000 M/s Yamini Investments Company Limited M/s. Yamini Investments Company Limited, Mr. Munjal M. Jayakrishna, Ms. Devyani Rajesh Jayakrishna, Ms. Padma Jayakrishna, Mr. Gokul M. Jayakrishna, Ms. Shivani R. Jayakrishna, Mr. Rajesh Jayakrishna and Mr. Narayan Jha Regulation 7(1A) read with Regulation 7(2) of the SEBI (SAST) Regulations, 1997, Regulation 29(2) read with Regulation 29(3), Regulation 30(2) read with 30(3) of SEBI (SAST) Regulations, 2011 and Regulation 13(3) and 13(4A) read with Regulation 13(5) of SEBI (PIT) Regulations, 1992 Rs. 40,50,000 M/s W W Technology Holdings Limited Ms. Sarita Mansingka, Mr. Prashant Deorah, Mr. Anil Patodia, Ms. Poonam Patodia, Mr. Kishorilal Patodia, Mr. Abhijeet Patodia Mr.Divansh Mansingka Regulation 7(1A) read with 7(2), Regulation 11(1) of SEBI (SAST) Regulations, 1997. Rs. 14,00,000 for the violation of Regulation 7(1A) read with 7(2)of SEBI (SAST) Regulations, 1997 and Rs. 50,00,000 on the violation of Regulation 11(1) of SEBI (SAST) Regulations,
  12. 12. 12 HINT OF THE MONTH 1997. M/s Innoventive Venture Limited (Formerly Known as Platinum Ocean Energy Limited) M/s. Innoventive Venture Limited (Formerly Known as Platinum Ocean Energy Limited) Regulation 8(3) of SEBI (SAST) Regulations,1997 Rs. 2,00,000 If there is a competitive offer, the acquirer who has made the original public announcement can revise the terms of his open offer provided the revised terms are favorable to the shareholders of the target company. Further, the bidders are entitled to make revision in the offer price up to 3 working days prior to the opening of the offer. The schedule of activities and the offer opening and closing of all competing offers shall be carried out with identical timelines. {As substantiated from FAQ of SEBI on SEBI (SAST) Regulations, 2011}
  13. 13. 13 Target Company M/s Prime Focus Limited Registered Office Mumbai Net worth of TC Rs. 747.43 (31.03.2014) Listed At BSE and NSE Industry of TC Movies & Entertainment Acquirer M/s. Reliance Media Works Limited along with Reliance Land Private Limited, Mr. Namit Malhotra, Mr. Naresh Malhotra and Monsoon Studio Private Limited (PACs). Target Company M/s MPF Systems Limited Registered Office Pune Net worth of TC Rs. 44.67 lacs (31.12.2013) Listed At BSE and PSE Industry of TC Industrial Machinery Acquirer- M/s Royal Nirman Private Limited Details of the offer: Offer to acquire 8,84,700 equity shares at a price of Rs. 2/- per fully paid up equity share payable in cash. Triggering Event: Share Purchase Agreement (SPA) for the acquisition of 18,87,697 (55.48%) Equity Shares and control over Target Company. Triggering Event: Preferential Allotment of 11,34,61,538 (37.96%) equity shares to the Acquirer and PAC by the Target Company . Details of the offer: Offer to acquire 7,77,08,534 equity shares representing 26% of Equity Shares at a price of Rs. 52/- per fully paid up equity share payable in cash. Latest Open Offers
  14. 14. 14 Target Company M/s Styrolution ABS (India) Limited Registered Office Gujarat Net worth of TC NA Listed At BSE and NSE Industry of TC Specialty Chemicals Acquirers M/s Styrolution South East Asia Pte Ltd (“Acquirer”) along with INEOS Styrolution Holdings Group GmbH (“PAC1”) and Styrolution Group GmbH (“PAC2”) Target Company M/s Genus Prime Infra Limited Registered Office Muzaffarnagar Net worth of TC Rs. 312.51 Lacs (31.03.2014) Listed At BSE Industry of TC Comm. Trading & Distribution Acquirers Mr. Rajendra Kumar Agarwal, Mr. Jitendra Kumar Agarwal, and Mr. Amit Agarwal Details of the offer: Offer to acquire 36,59,110 Equity Share at a price of Rs. 5.50/- per fully paid up equity share payable in cash. Triggering Event: Share Purchase Agreement (SPA) for the acquisition of 94,47,731 (67.13%) Equity Shares and control over Target Company. Triggering Event: Acquisition of 100% of the voting capital of Styrolution Holding GmbH, which indirectly holds 13,189,218 (75%) shares in the Target Company. Details of the offer: Offer to acquire 43,96,407 equity shares at a price of Rs. 499.81/- per fully paid up equity share payable in cash
  15. 15. 15 Target Company M/s Ambitious Plastomac Company Limited Registered Office Mumbai Net worth of TC Rs. 58.73 Lacs (31.03.2014) ListedAt BSE and ASE Industry of TC Comm. Trading & Distribution Acquirers and PACs Mr. Pinkal Patel, Mr. Monark Patel and Mrs. Rajvi Patel Triggering Event: Share Purchase Agreement (SPA) for the acquisition of 11,48,700 (19.77%) Equity Shares and control over Target Company. Details of the offer: Offer to acquire 15,10,600 Equity Shares at a price of Rs 1.75/- per fully paid up equity share payable in cash.
  16. 16. 16 Regular Section: Battle for Mangalore Chemicals & Fertilizers Limited About Mangalore Chemicals & Fertilizers Limited (“MCFL / Target Company”) Mangalore Chemicals & Fertilizers Limited was incorporated on July 18, 1966 as a public limited company under Companies Act,1956 and its shares are listed on BSE Limited (BSE), National stock Exchange Limited (NSE) and Bangalore Stock Exchange Limited (BgSE). The Target Company is engaged in the manufacturing and sale of urea, di-ammonium phosphate and complex fertilizers, ammonium bi-carbonate, sulphonated naphthalene formaldehyde, plant nutrition products and plant protection chemicals. First Open Offer About SCM Soilfert Limited (“Acquirer”) SCM Soilfert Limited was incorporated on October 10, 2012 under Companies Act, 1956 and engaged in the business of trading in fertilizers of different grades and related activities. As on May 1, 2014, SCM holds 29,992,459 shares in the Target Company, representing 25.3% of the total share capital of the Target Company. About Deepak Fertilisers And Petrochemicals Corporation Limited (“DFPCL”) Deepak Fertilisers Petrochemicals Corporation Limited was incorporated on May 31, 1979 as Deepak Fertilisers And Petrochemicals Corporation Private Limited under Companies Act, 1956 The name of the PAC was changed on June 14, 1979 from Deepak Fertilisers And Petrochemicals Corporation Private Limited to Deepak Fertilisers And Petrochemicals
  17. 17. 17 Corporation Limited. The shares of company are listed on BSE Limited (“BSE”) and National Stock Exchange Limited (“NSE”). The Company is engaged in three business segments – Chemicals, Fertilizers and Realty. Inter-relation between Acquirer and DFPCL and Target Company Acquirer is promoted by PAC and is the part of Deepak Fertilisers and Petrochemicals Corporation Limited (“DFPCL”) Group. PAC is the holding company of Acquirer and is the flagship company of the DFPCL group. Competing Offer About Zuari Fertilisers and Chemicals Limited (“Competing Acquirer”) Zuari Fertilisers and Chemicals Limited was incorporated on August 11, 2009 under Companies Act, 1956 and is an unlisted public limited company. It was set up for manufacturing and trading of organic and inorganic fertilizers and is a part of the Adventz Group. The Adventz Group is controlled by Mr. Saroj Kumar Poddar, comprises of companies in various verticals with major interests in agri-business, engineering and infrastructure, emerging lifestyles and services. It holds 1,94,71,787 (16.43%) equity shares in the Target Company. About Zuari Agro Chemicals Limited (“ZACL”) Zuari Agro Chemicals Limited was incorporated as a public limited company on September 10, 2009 under the Companies Act, 1956 and is a part of Adventz Group. The shares of the Deepak Fertilisers and Petrochemicals Limited SCM Soilfert Limited Wholly owned subsidiary Mangalore Chemicals & Fertilizers Limited 25.30%
  18. 18. 18 Company got listed on BSE Limited (“BSE”) and National Stock Exchange Limited (“NSE”) on November 27, 2012. About United Breweries (Holdings) Limited (“UBHL”) United Breweries (Holdings) Limited was incorporated as a public limited company on March 23, 1915. The shares of the company are listed on BSE Limited (“BSE”), National Stock Exchange Limited (“NSE”) and Bangalore Stock Exchange Limited (“BgSE”). It is the flagship holding company of the UB Group through which the UB Group holds stake in various companies which comprise the UB Group. It is engaged in the business of exports of alcoholic beverages, footwear, clothing, lease rentals, property development, dividends from investee companies, licensing fees, interest and guarantee commissions from investee companies. It holds 1,78,36,068 (15.05%) equity shares in the Target Company. About Kingfisher Finvest India Limited (“KFIL”) Kingfisher Finvest India Limited was incorporated as a public limited company on August 20, 1999. It is a part of UB Group and is engaged in investment business as an investment holding company and to buy, sell, underwrite, invest in, and acquire, hold and dispose-off shares, debentures, debentures stock, bonds, obligations, and securities issued or guaranteed by the Central or State Government or any Company, anywhere in India, and to deal with any such business in any manner. It holds 23,80,000 (2.01%) equity shares in the Target Company. About McDowell Holdings Limited (“MHL”) McDowell Holdings Limited was incorporated as a public limited company on March 1, 2004. It is a part of the UB Group and is an investment holding company, operating in two segments: Investment and Financial Services. It holds 58,26,828 (4.92%) equity shares in the Target Company. Inter-relation between Competing Acquirer and PACs with it Competing Acquirer and PACs with it belongs to two groups i.e. Adventz Group and UB group  Competitor is wholly owned subsidiary of ZACL and is a part of Adventz Group.  UBHL is a flagship holding company of UB Group and is controlled by Dr. Vijay Mallya.
  19. 19. 19  KFIL is a wholly-owned subsidiary of UBHL and is the part of UB Group.  MHL is a part of the UB Group and is promoted by UBHL, KFIL, Mallya Private Limited and Dr. Vijay Mallya. Background: First Open Offer: As on the date of PA, the Acquirer holds 2,89,91,150 equity shares representing 24.5% of the voting capital of the Target Company. Further the acquirer proposed to place a purchase order to acquire upto 20,00,000 fully paid up equity shares representing upto 1.7% of the Voting Share Capital of the Target Company. Prior to the placement the order the acquirer has made this open offer to the shareholder of the Target Company for the acquisition of 30,813,939 fully paid up equity shares constituting 26.0% of the voting share capital of the Target Company. Out of the shares proposed to be acquired the acquirer was able to acquire 10,01,309 Equity Shares representing 0.8% of the voting capital of the Target Company. Competing Offer As against the original offer, UB Group along with Adventz Group had made an competing offer for the acquisition of up to 3,08,13,939 equity shares representing 26% of the Voting Share Capital. The UB Group was not in a position to finance this competing offer and the Advertz group is willing to finance the competing offer and participate in the management of the Target Company. Accordingly, Advertz group have decided to act in concert with UB group against the original offer by launching a competing offer. Conclusion Now it has to be seen whether UB group will able to protect its interest in the Target Company or SCM Soilfert Limited takeover the company from them.
  20. 20. 20 Acquisition of VC Backed CRO Karmic Lifesciences by Cliantha Cliantha Research Limited, an Ahmedabad based global lifesciences company has acquired, Karmic Lifesciences, Mumbai headquartered contract research organization for an undisclosed amount. This deal provides an exit to number of VC investors including Mumbai Angels. India Angel network, Basil Partners who had invested $2.5 Mn in equity funding over multiple rounds. Acquisition of French Industrial Firm Simonin Group by Sintex Sintex NP SAS France, wholly owned subsidiary of Sintex Industries has bought out French industrial company Simonin Group, French based company, headquartered in Beure in the Doubs Department for INR 1,453 Mn. This deal enhances the company‟s portfolios and increases its clientele base. Buys Out Biotech Firm MabPharm by Cipla Meditab Private Limited, wholly owned subsidiary of Cipla Limited has increased its stake from 25% to100% in Mabpharm Private Limited, a Goa based biotech firm for an undisclosed amount. With the current deal MabPharm becomes a wholly owned subsidiary of Cipla. Market Updates
  21. 21. 21 Disclaimer: This paper is a copyright of Corporate Professionals (India) Pvt. Ltd. The entire contents of this paper have been developed on the basis of SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 1997 and latest prevailing SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011 in India. The author and the company expressly disclaim all and any liability to any person who has read this paper, or otherwise, in respect of anything, and of consequences of anything done, or omitted to be done by any such person in reliance upon the contents of this paper. Visit us at D- 28, South Extn. Part I New Delhi – 110049 T: 40622200 F: 91.40622201 E: info@takeovercode.com A venture of Our TEAM OUR GAMUT OF SERVICES:- Investment Banking; Valuation & Business Modelling; Merger & Acquisition; Tax & Transaction Advisory; ESOP/ESPS; Domestic & Cross Border Investment Structuring; Group Reorganisation; Corporate Funding; Issue Management. Ruchi Hans E: ruchi@indiacp.com D: +91.11.40622251 Divya Vijay E: divya@indiacp.com D: +91.11.40622248

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