M&A Magazine

On 7 th of September, the NCLT Mumbai bench, rejected the scheme of amalgamation and arrangement between Gabs Investments Pvt Ltd (Gabs) – the TRANSFEROR Company and Ajanta Pharma Ltd (Ajanta Pharma) – the TRANSFEREE Company and their respective shareholders on the grounds of General Anti Avoidance Rules (GAAR). Facts and background Gabs Investment is a private limited investment company and Ajanta Pharma is a listed, pharmaceutical company. While the entire shareholding of Gabs Investments is held by Agrawal Family Members (Promoters), both Gabs Investments and Agrawal Family Members are shareholders and promoters of Ajanta Pharma. In the present Scheme, Gabs Investments was proposed to be merged into Ajanta Pharma, with shares to be allotted to the shareholders of Gabs Investments. Gabs Investment Pvt Ltd(Gabs) is the group holding company and primarily holds 9.53% stake in Transferee company. Consequently, the shareholding of Gabs Investments in Ajanta Pharma would have...

In June 2016, the promoter group of Excel Crop Care Ltd , the Shroff family, had entered into a definitive agreement to sell its 24.75% stake in the agro-chemicals firm to Sumitomo Chemical Company Ltd for ₹343 crore, Sumitomo Chemical also acquired around 19.98% in Excel Crop from private financial services firm Ratnabali Group (Public Shareholder of Excel Crop Care) for around ₹ 263 crore. These deals were struck at ₹1,259.36 a share, thus valuing Excel Crop at around ₹1,386 crore. Moving on, Sumitomo Chemical Company (PAC) made an open offer to buy additional 30% stake in Excel Crop care through its Indian WoS Sumitomo Chemical India Private Limited, in which actuals were amounting to ₹277.29 Crore resulting in acquisition of 19.98% stake of ₹5/- per share at a premium of ₹1254.76. Excel Crop Care Limited (ECCL) was incorporated in the year 2003 from a demerger of the agricultural inputs portfolio of Excel Industries Limited with the strength of three manufacturing unit...

Borosil Group has two listed entities i.e. one is Borosil Glass Works Limited (BGWL) & Gujarat Borosil Limited (GBL) . BGWL is mainly into Scientific & Consumerware and GBL is into manufacturing solar glass. Both the businesses have different risk & returns and business model. BGWL is primarily into B2C thing which requires huge marketing, continuous changes in products and create brands to have sustainable growth in the revenue while GBL is into B2B and their sales is mainly dependent on macro scenarios, government initiates etc. The current group structure is quite complex. Borosil Glass Works Ltd (BGWL) hold stake directly and indirectly in Gujarat Borosil Ltd. (GBL). Fennel Investment and Finance Private Limited (FIFPL), group’s investment company, holds stake in BGWL & GBL whilst BGWL holds major stake in FIFPL. One and half year ago, the group came with a re-structuring exercise to simplify their group structure. We had covered the transaction in our...