Indian Cases v1

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TELEVISION EIGHTEEN INDIA LIMITED Demerged Company : Television Eighteen India Limited Resulting Company : Network 18 Fincap Limited Effective Date : 27th September 2006 Scheme of Demerger : The shareholders got the equity shares of the resulting company i.e. Network 18 Fincap Limited in the ratio of 12 equity shares of Rs 5/- each for every 10 shares of Rs.10/- each held by them in the Company. Subsequently, 14 equity shares of Rs.5/- each of Television Eighteen India Limited issued in lieu of every 10 equity shares of Rs. 10/- each held by the members of the Company. Eligibility Date : 24th November 2006 Type : Spin-Off

Transcript of Indian Cases v1

Page 1: Indian Cases v1

TELEVISION EIGHTEEN INDIA LIMITED

• Demerged Company : Television Eighteen India• Limited Resulting Company : Network 18 Fincap• Limited Effective Date : 27th September 2006 • Scheme of Demerger : The shareholders got the equity

shares of the resulting company i.e. Network 18 Fincap Limited in the ratio of 12 equity shares of Rs 5/- each for every 10 shares of Rs.10/- each held by them in the Company. Subsequently, 14 equity shares of Rs.5/- each of Television Eighteen India Limited issued in lieu of every 10 equity shares of Rs. 10/- each held by the members of the Company.

• Eligibility Date : 24th November 2006 • Type : Spin-Off

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GREAT EASTERN SHIPPING COMPANY LIMITED

• Demerged Company : Great Eastern Shipping Company Limited

• Resulting Company : Great Offshore Limited• Effective Date : 16th October, 2006• Scheme of Demerger : The shareholders got the equity

shares of the Resulting Company i.e. Great Offshore Ltd in the ratio of 1 equity share of Rs 10/- each credited as fully paid-up in cash for every 5 equity shares of Rs 10/- each held by the members of the Company. Subsequently 5 Equity shares of the Company was reduced to 4 Equity shares of Rs 10/- each.

• Eligibility Date : 8th November 2006 • Type: Spin-Off

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ZEE ENTERTAINMENT ENTERPRISE LIMITED

• Demerged Company : Zee Entertainment Enterprise Limited

• Resulting Company : Zee News Limited : Wire and Wireless India Limited

• Effective Date : 22nd November 2006 • Scheme of Demerger : Shareholders of the Company

received 45 shares of Zee News Limited and 50 shares of Wire and Wireless India Limited for every 100 shares held in the Company.

• Eligibility Date : 16th December 2006 • Type: Spin Off

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CAMLIN LIMITED

• Demerged Company : Camlin Limited• Resulting Company : Camlin Fine Chemical Limited • Effective Date : 17th December 2006 • Scheme of Demerger : The shareholders got the equity

shares of the Resulting Company i.e. Camlin Fine Chemicals Limited in the ratio of 1 equity share each credited as fully paid-up in cash for every 1 equity share each held by the members of the Company.

• Eligibility Date : 19th February 2007• Type: Split Off

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INDIABULLS FINANCIAL SERVICES LIMITED

• Demerged Company : Indiabulls Financial Services Limited

• Resulting Company : Indiabulls Real Estate Limited • Effective Date : 20th December 2006 • Scheme of Demerger : The shareholders got the

Equity shares of the Resulting Company i.e. Indiabulls Real Estate Limited in the ratio of 1 equity share each credited as fully paid-up in cash for every 1 equity share each held by the members of the Company.

• Eligibility Date : 29th December 2006• Type : Split Off

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Bajaj Auto Ltd

• Bajaj Auto Ltd (BAL) has been demerged into (a) BAL to focus on the auto business, (b) Bajaj Finserv Ltd (BFSL) to focus on wind energy generation, insurance, consumer finance etc, and (c) Bajaj Holdings & Investment Ltd (BHIL) to focus on investments and new business opportunities.

• Type : Split OffCo. Name % of BAL shares

BAL 22.1%

BHIL 56.50%

BFSL 21.4%

Total 100.0%

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Spin Off• Reliance Industries Ltd. (RIL) spun off into Reliance

Communication Ventures Ltd., Reliance Energy Ventures Ltd., Reliance Natural Resources Ventures Ltd., and Reliance Capital Ventures Ltd.

• DCM Ltd. demerged into DCM Ltd., DCM Shriram Industries Ltd., DCM Engineering Industries Ltd., and Rath Foods Ltd

• Hoechst India Ltd split into Hoechst India Ltd. and Hoechst Schering AgrEvo Ltd

• KCP Ltd demerged into KCP Ltd. and KCP Sugar and Industries Corporation Ltd

• Hindustan Ciba-Geigy Ltd demergerd into Hindustan Ciba-Geigy Ltd. and Ciba Speciality Chemicals (India) Ltd

• Air-India has formed a separate companynamed Air-India Engineering Services Ltd., by spinning-off its engineering division.

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Amalgamation

• This type of merger involves fusion of two or more companies. After the amalgamation the two companies lose their individual identity and a new company comes into existence. A new firm that is hitherto, not inexistence comes into being. This form is generally applied to combination of firms equal size.

• Eg. The merger of Brooke Bond India Ltd., with Lipton India Ltd., resulted in the formation of a new company Brooke Bond Lipton India Ltd.

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Absorption

• This type of merger involves fusion of a small company with a large company. After the merger the smaller company ceases to exit.

• Example: The recent merger of Oriental Bank of Commerce with Global Trust Bank. After the merger, GTB ceased to exist while the Oriental Bank of Commerce expanded and continue.

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Asset Acquisiton• Asset acquisition involve buying asset of another

company. These assets may be tangible assets like a manufacturing unit or intangible assets like brands. In such acquisitions, the acquirer company can limit its acquisitions to those parts of the firm that coincide with the acquirer’s needs.

• The acquisition of the cement division of Tata Steel by Laffarge of France. Laffarge acquired only 1.7million tone cement plant and its related assets from Tata Steel

• Coca-Cola paid Rs.170 crore to Parle to acquire its soft drinks brands like Thums Up, Limca, Gold Spot, etc

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Joint venture

• In a Joint Venture two companies enter into agreement to provide certain resources toward the achievements of a particular common business goal. It involves intersection of only a small fraction of the activities of the companies involved and usually for limited duration. The venture partners according to the pre-arranged formula, share the returns obtained from the venture. Usually the multinational companies use this strategy to enter into foreign market.

• Examples: Tata Motors entered into a joint venture with a South African company, Imperial Group, to market its pick-up vehicle in the region

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Tender offer

• Tender offer involves making a public offer for acquiring the shares of the target company with a view to acquire management control in that company.

• Example: (1) Flextronics International giving an open market

offers at Rs. 548 for 20% of paid-up capital in Hughes Software Systems.

(2) AstraZenca Pharmaceuticals AB, a Swedish firm, announced an open offer to acquire 8.4% stake in AstraZenca Pharma India at a floor price of Rs. 825 per share

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Split Up

• The Andhra Pradesh State Electricity Board (APSEB) was split-up in 1999 as part of the power sector reforms. The power generation business and the transmission and distribution business was transferred to two separate companies called APGENCO and APTRANSCO respectively. ASPEB ceased to exist as a result of the split-up