S&R Associates is advising the committee of independent directors of NSE and BSE-listed engineering, procurement and construction (EPC) company Kalpataru Power Transmission in its proposed merger with its subsidiary, JMC Projects (India), a listed civil construction and infrastructure EPC company.
Khaitan & Co is advising Kalpataru Power Transmission and JMC Projects (India), a listed civil construction and infrastructure EPC company. The merger was announced on 19 February and is expected to close in the fourth quarter of the fiscal year 2023.
S&R’s team is led by partners Rajat Sethi and Rachael Israel, and includes associate Raya Hazarika.
Khaitan & Co’s team comprises partner Mehul Shah, principal associate Aman Yagnik, senior associates Jamsheed Dadachanji and Rushabh Gala, and associate Dhruvi Rakesh Dharia. Partner Anisha Chand, senior associate Soham Banerjee and associate Satvik Mohanty are advising on competition law matters, while partner Sharad Abhyankar is assisting on corporate governance-related aspects.
The all-equity merger will see shareholders of JMC Projects (India), other than Kalpataru Power Transmission, receive equity shares of Kalpataru Power Transmission in the ratio of 4:1. Following the merger, Kalpataru’s promoters will hold a 47.28% stake as against a 51.78% stake pre-merger. When the merger becomes effective, JMC will be dissolved without being wound up.
Stating that the merger is expected to achieve synergies and benefits including enhancement of operational, organisational and financial efficiencies, Kalpataru Power Transmission said it would create “one of the largest EPC companies in India”, with an orderbook in excess of INR370 billion (USD4.8 billion) and a project footprint spanning 67 countries.
