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MERGER
MERGER
DEMERGER
REDUCTION
OF CAPITAL
RESTRUCTURING
Approving
Approving Authorities
Authorities
SECTION
SECTION 100
100 to 105 of105 of Companies
Companies Act, 1956
Act, 1956
A FEW VARIETY OF MERGER
REQUIREMENTS
PERSPECTIVE
Observations
Listing Agreement Compliances
Clause 24(f)
The Company agrees that it shall file any
scheme/petition proposed to be filed before any
Court or Tribunal under Sections 391, 394 and 101
of the Companies Act, 1956, with the stock
exchange, for approval, at least a month before it
is presented to the Court or Tribunal.
Listing Agreement Compliances.. contd
Clause 24(a)
Clause 40A
*BSE Stipulations
Stock Exchange Norms..contd
*BSE Stipulations
Stock Exchange Norms..contd
LOCK IN REQUIRMENTS
*BSE Stipulations
Compliance of Other Laws
BSE RVATIONS
I
SSUES
ISSUES
AN EFFECTIVE
WAY
TO
REVIVE
YOUR
SICK COMPANY
MERGER THROUGH BIFR
Distribution of shareholding in a
Wholly owned Subsidiary among
shareholders
CONDITION FOR LISTING
(Rule 19 (2) (b) of SCR Rules)
1. At least 10 per cent of securities issued by a company was
offered to the public through advertisement & following
conditions were fulfilled:
(b) the size of the offer to the public Rs. 100 crores ;
and
At least 25% of the paid-up share capital, post scheme, of the unlisted
transferee-company seeking listing comprises shares allotted to the
public holders of shares in the listed transferor-Company.
Exemption u/c 8.3.5.1 Cont.
Before merger MGC transferred its complete Textiles Business to MTL in lieu
of which MTL allotted shares to a SPV, MGC Shareholders Trust. MGC changed
its name as Morarjee Realty Ltd. (MRL)
. The investment by MGC (Now MRL) in MTL was distributed among the
shareholders of MGC in the ratio of 10:21.
. The equity shares in MTL held by MGC Shareholders Trust was also
distributed among the shareholders in the ratio of 1:25, free of cost
. The Preference shares held by MGC Shareholders Trust were also offered to
the shareholders at a discounted price.
. The new shares received by the shareholders of MGC (MRL) got listed on
BSE & NSE under the provisions of Clause 8.5.3.1 of SEBI (DIP)Guidelines in
exemption of Rule 19 (2) (b) of SCRR.
Through the same scheme MTL reduced its share capital by 80% to wipe-out
the past losses and hence cleaned up its balance sheet.
Benefits achieved..
It also helped MTL to wipe out past losses, making the balance
sheet clean and attractive. No loss of carry forward of past
losses.
Financial Benefits to Shareholder
What's
Your
Move??
FEW STRATEGIC MOVES
Strategy I Strategy II
LISTING RAISING
(Without PROMOTERS
offer to
HOLDING
Public)
(Beyond 55%)
FEW STRATEGIC MOVES..contd
Merger of
Acquisition of financially sound
Regional Listed unlisted co with
Company(RSE) listed co
INDONEXT LISTING
DIRECT LISTING
RAISING PROMOTERS HOLDING
Strategy II
objectives of restructuring
Thanks a lot