Zuari Group's attempts to create the biggest private producer of Fertilisers
M & A Critique|March 2024
“Transfer of Identified shares from ZACL to ZMPPL is a precondition for approval of the merger transaction”
Anirudha Jain
Zuari Group's attempts to create the biggest private producer of Fertilisers

Recently Adventz (Zuari) Group announced consolidation of its two group listed entities. One of its listed companies is entirely controlled by Adventz Group while other being jointly controlled with OCP, Morocco (Morocco government entity).

MANGALORE CHEMICALS & FERTILIZERS LIMITED (hereinafter referred to as the "Transferor Company" or "MCFL"), is inter alia engaged in the business of manufacture, purchase, import and sale of fertilizers. The Equity Shares of MCFL are listed on the nationwide stock exchanges. MCFL is controlled by Zuari Agro Chemicals Limited which owns 54.03% equity shares of MCFL.

PARADEEP PHOSPHATES LIMITED (hereinafter referred to as the "Transferee Company" or "PPL") is inter alia engaged in the business of manufacture and sale of di-ammonium phosphate, complex fertilizers of NPK grades, urea, zypmite (gypsum-based product) and trading of fertilizers, ammonia, phospho-gypsum, and other similar materials ancillary or incidental thereto. The Equity Shares of PPL are listed on the nationwide stock exchanges.

PPL is controlled by Zuari Maroc Phoshates Private Limited (ZMPPL) which owns 56.08% equity shares of PPL is a joint venture (50:50%) between Zuari Agro Chemicals Limited and Maroc Phosphore S.A., Morocco.

Till 2022, PPL earlier was a joint venture between government of India & ZMPPL. In 2022, the equity shares of PPL got listed through initial public offering and the Government of India took exit from the company. In the same year, it also completed acquisition of "Goa Fertiliser Plant" of Zuari Agro Chemicals Limited on a slump sale basis.

The Proposed Transaction The Board of Directors of MCFL & PPL at their respective board meetings approved a composite scheme of arrangement (scheme) which inter alia provides for two key transactions: a.

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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
Mega Consolidation: SeQuent Scientific and Viyash Lifesciences backed by PE Carlyle Group
M & A Critique

Mega Consolidation: SeQuent Scientific and Viyash Lifesciences backed by PE Carlyle Group

SeQuent Scientific Limited announced a merger which is expected to create a unique & differentiated platform with leading market position in Animal healthcare segment.

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7 mins  |
November 2024
Raymond Group continues Segregation of its Business Verticals
M & A Critique

Raymond Group continues Segregation of its Business Verticals

After successful demerger of \"Lifestyle Business,\" Raymond Limited announced yet another restructuring to unlock further value for stakeholders.

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3 mins  |
August 2024
Ultratech Cements adds India Cement in its shopping cart
M & A Critique

Ultratech Cements adds India Cement in its shopping cart

India's Cement Industry is poised for consolidation. In recent past we have seen multiple large & small acquisitions in cement segment for consolidating positions.

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3 mins  |
August 2024
Valor Estate Limited: "Diversification" to "Sepration" of Hospitality Business
M & A Critique

Valor Estate Limited: "Diversification" to "Sepration" of Hospitality Business

“From investments in hospitality business, the demerger transaction will enable VEL to start its construction in hospitality”

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4 mins  |
August 2024