JSW Ispat - JSW Steel four years of engagement period before marriage: win-win for all stakeholders
M & A Critique|August 2022
The acquisition of JSW by the consortium Steel Limited & AION Investments Private Il Limited of JSW Ispat Special Products Limited (formerly known as Monnet Ispat & Energy Limited) marked foray as one of the first acquisitions through the Corporate Insolvency Resolution Process (CIRP) under the Insolvency & Bankruptcy Code, 2016 (IBC).
Anirudha Jain
JSW Ispat - JSW Steel four years of engagement period before marriage: win-win for all stakeholders

Interestingly, the acquisition was through a Special Purpose Vehicle between a consortium of financial & the strategic investor (JSW Steel Limited). The merger of JSW Ispat Special Products Limited with the strategic investor was inevitable however, the journey from the acquisition to the merger was planned to facilitate promised returns to the financial investor as well as to have a minimum dilution of promoters holding post-merger. In this article, we have tried to study the various aspects from acquisition to announced merger.

JSW Steel Limited ("JSW Steel" or Transferee Company") is the flagship company of the diversified conglomerate JSW Group. JSW Steel is a leading integrated steel manufacturer in India with a current consolidated domestic crude steel capacity of 27 million tonnes per annum (MTPA). The equity shares of the company are listed on nationwide bourses.

JSW Ispat Special Products Limited ("JSW Ispat" or "Transferor Company 2") is engaged in manufacturing and marketing sponge iron, pellets, steel and ferro alloys. It has an integrated steel plant at Raigarh, which is currently operating at a capacity of ~0.95 MTPA which is in the process of expansion to 1.5 MTPA. It also has another unit for steel production at Raipur with 0.25 MTPA capacity. The equity shares of the company are listed on nationwide bourses.

Creixent Special Steels Limited ("Creixent" or "Transferor Company 1") a special purpose joint venture formed by JSW Steel & AION Investments Private II Ltd. (AION) to acquire controlling stake in JSW Ispat. As on date, Creixent directly holds 48.12% equity stake (effective stake is 56.89%) in JSW Ispat. The nonconvertible debentures of Creixent are listed on the wholesale debt market segment of BSE Limited.

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FLERE HISTORIER FRA M & A CRITIQUESe alt
Themis Group to consolidate its operations
M & A Critique

Themis Group to consolidate its operations

Themis Medicare Limited (\"TML\" or \"Transferee Company\") is engaged in the business of manufacturing of finished formulations and synthetic Active Pharmaceutical Ingredients (\"APIS\"). The equity shares of TML are listed on the Stock Exchanges.

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3 mins  |
January 2025
Siyaram Silk Mills "Special Reward" to Shareholders – Shall Issue Preference Shares as Bonus Shares
M & A Critique

Siyaram Silk Mills "Special Reward" to Shareholders – Shall Issue Preference Shares as Bonus Shares

Recently Siyaram Silk Mills Limited announced issuance of compulsorily redeemable preference shares as a bonus” to all the equity shareholders.

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4 mins  |
January 2025
Cello Group's decides to simplify its corporate structure
M & A Critique

Cello Group's decides to simplify its corporate structure

Cello World Limited (\"CWL\" or \"Transferee Company\") is a company incorporated under the provisions of the Act.

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4 mins  |
January 2025
Whether Long Term Capital Loss allowed in case of Share Capital Reduction?
M & A Critique

Whether Long Term Capital Loss allowed in case of Share Capital Reduction?

Recently, Hon'ble the Supreme Court reiterated that reduction in share capital is covered under Section 2(47) of the Income Tax Act, 1961 and assessee is eligible to claim losses.

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2 mins  |
January 2025
STRATEGIC MERGER SHALL CATAPAULT ASTER DM AS THE 3rd LARGEST HOSPITAL CHAIN IN INDIA
M & A Critique

STRATEGIC MERGER SHALL CATAPAULT ASTER DM AS THE 3rd LARGEST HOSPITAL CHAIN IN INDIA

\"The resulting merged listed entity will be called Aster DM Quality Care Limited\"

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3 mins  |
December 2024
STAMP DUTY EXEMPTION ON TRANSFER OF SHARES AS PART OF MERGER OF SUBSIDIARIES
M & A Critique

STAMP DUTY EXEMPTION ON TRANSFER OF SHARES AS PART OF MERGER OF SUBSIDIARIES

A Writ Petition was filed by Ambuja Cements Limited (hereinafter \"the Petitioner\" or \"ACL\"), challenging the imposition of stamp duty on a merger order under Article 23 of Schedule IA of the Indian Stamp Act, 1899 by Collector of Stamps, Delhi (hereinafter \"Respondent\").

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4 mins  |
December 2024
Acquisition of Plastic Injected Moulding Business from Sundaram Auto helps Pricol Group to a leadership position in Auto Component Sector
M & A Critique

Acquisition of Plastic Injected Moulding Business from Sundaram Auto helps Pricol Group to a leadership position in Auto Component Sector

Recently, Sundaram Auto Components Limited, a wholly owned subsidiary of TVS Motor Company Limited approved the sale of its injection moulded plastic component solutions division to Pricol Precision Products Private Limited, a wholly owned subsidiary of Pricol Limited, as a going concern on a slump sale basis.

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5 mins  |
December 2024
Simplifying the Corporate Structure - Merger of Inox Leasing and Financing with Gujarat Fluorochemicals
M & A Critique

Simplifying the Corporate Structure - Merger of Inox Leasing and Financing with Gujarat Fluorochemicals

The board of Directors of some of Inox group entities have approved a Composite Scheme of Arrangement which provides for first demerger of Wind business of Inox Leasing and Finance Limited being a promoter group entity into Inox Holdings and Investments Limited and subsequently, merger of remaining Inox Leasing and Finance Limited into Gujarat Fluorochemicals Limited to provide direct holding of listed company to the promoters.

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4 mins  |
December 2024
Cement Sector Consolidation Continues: Orient Cement to be acquired by Adani Group's Ambuja Cement
M & A Critique

Cement Sector Consolidation Continues: Orient Cement to be acquired by Adani Group's Ambuja Cement

The shopping spree for the Adani group seems to be unstoppable. Recently, Adani group announced yet another acquisition in the cement space. This time it is Orient Cement Limited.

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3 mins  |
November 2024
ITAT held that the reserve created on amalgamation is capital in nature and not taxable as perquisite
M & A Critique

ITAT held that the reserve created on amalgamation is capital in nature and not taxable as perquisite

Recently, the Income Tax Appellate Tribunal, Mumbai held that the reserve created on amalgamation is capital in nature and not taxable as perquisite.

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4 mins  |
November 2024