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Mahindra Lifespace Developers Ltd. M&A Activity 2022

Dec 30, 2022

62304_rns_2022-12-30_e3ed5a11-190d-4855-9934-c4e03d3b0a0b.pdf

M&A Activity

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30th December, 2022

BSE Limited National Stock Exchange of India Limited
Corporate Services, Exchange Plaza,
Piroze Jeejeebhoy Towers, Bandra Kurla Complex,
Dalal Street, Mumbai –
400 001		 Bandra (East), Mumbai 400051
Listing: http://listing.bseindia.com Listing: https://neaps.nseindia.com/NEWLISTINGCORP/

Re:

Security BSE NSE ISIN
Equity Shares 532313 MAHLIFE INE813A01018

Dear Sirs / Madam,

Sub: Update on intimation under Regulation 30 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015

Ref: Effective Date of Scheme of Amalgamation by Absorption of Mahindra Integrated Township Limited, Mahindra Residential Developers Limited with Mahindra World City Developers Limited and their respective Shareholders

This is further to our letter dated 9th December, 2022, wherein we had intimated about the pronouncement of the Order by the Hon'ble National Company Law Tribunal, Chennai Bench ('NCLT') on 9th December, 2022 approving Scheme of Amalgamation by Absorption of Mahindra Integrated Township Limited ('Transferor Company 1' or 'MITL'), a material subsidiary of the Company and Mahindra Residential Developers Limited ('Transferor Company 2' 'MRDL'), subsidiary of MITL, which in turn is a subsidiary of the Company with Mahindra World City Developers Limited ('Transferee Company' 'MWCDL'), a subsidiary of the Company and their respective Shareholders ('the Scheme'). It was further mentioned that post receiving the certified copy of the said Order, MITL, MRDL and MWCDL shall take further steps to effectuate the Order within the prescribed timelines under applicable laws.

Pursuant to the Scheme and Order, the Scheme of Amalgamation shall be effective from the date of filing of certified copy of the Order with Registrar of Companies and effective such date of filing, MITL and MRDL shall be dissolved without winding up.

Mahindra Lifespace Developers Limited Mahindra Towers, 5th Floor, Dr. G.M. Bhosale Marg, Worli, Mumbai 400 018, India +91 22 6747 8600/8601 | www.mahindralifespaces.com CIN: L45200MH1999PLC118949 Email: [email protected]

In connection therewith, it is hereby informed that MITL, MRDL and MWCDL has received certified copy of the Order and the same has been filed with the Registrar of Companies, Chennai, Tamil Nadu today on 30th December, 2022 and accordingly, MITL and MRDL have ceased to be subsidiaries of the Company effective 30th December, 2022. The Scheme of Amalgamation by Absorption of MITL, MRDL with MWCDL has become effective.

The details as required under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 read with SEBI Circular No. CIR/CFD/CMD/4/2015 dated 9th September, 2015 pursuant to Scheme of Amalgamation are given in Annexure A and Annexure B to this letter.

We request you to take the above on record.

For Mahindra Lifespace Developers Limited Ankit Shah Assistant Company Secretary & Compliance Officer ACS-26552 ANKIT MANOJ SHAH 1e, postalCode=400067, st=Maharashtra, serialNumber=82e40c93b4e5a9631cc148d7

Encl: a/a

Annexure A

Cessation of Subsidiaries of the Company upon the Scheme of Amalgamation by Absorption of Mahindra Integrated Township Limited, Mahindra Residential Developers Limited with Mahindra World City Developers Limited becoming effective:

Sr.
No.		 Details of Events that need
to be provided		 Information of such events(s)
a) Name
of
the
entity(ies)
forming
part
of
the
amalgamation/
merger,
details in brief such as, size,
turnover etc.;		 The
Scheme
amalgamation of Mahindra Integrated Township
Limited ('MITL'), Mahindra Residential Developers
Limited
('MRDL')
Developers Limited ('MWCDL'). The details of
MITL, MRDL and MWCDL are as under:		 of
with		 Amalgamation
Mahindra		 involved
World
City
As on 31st March, 2022
(Rs. crores)
Particulars
Paid-up
capital		 MITL
50.00		 MRDL
0.25		 MWCDL
20.00
Net-worth
(Standalone)		 91.92 96.35 110.13
Turnover*
(Standalone)		 101.56 2.28 28.50
*Revenue from Operations
b) Whether
the
transaction
would fall within related party
transactions? If yes, whether
the same is done at "arm's
length";		 Yes,
it
is
a
consideration for the amalgamation i.e. issuance of
Redeemable Preference Shares by MWCDL is
based on the valuation report and at arm's length.		 related party transaction.
The
c) Area
of
business
of
the
entity(ies);		 MITL
MITL is a public company incorporated under the
Companies Act, 1956 on 24th June, 1996. MITL is
engaged in the business of development of real
estate activities.
MRDL
MRDL is a public company incorporated under the
Companies Act, 1956 on 1st February, 2008. MRDL
is engaged in the business of development of real
estate activities.

Mahindra Lifespace Developers Limited

MWCDL
MWCDL
is a public company incorporated under
the Companies Act, 1956 on 19th February, 1997.
MWCDL is engaged in the development and
maintenance of Industrial Park.
d) Rationale for amalgamation /
merger;		 The amalgamation will, inter-alia, result in following
benefits to MWCDL:
•
Synergies
in
operation
arising
from
consolidation of various projects leading to
efficient utilization of resources.
•
Integration of business operations and achieve
a simplified corporate structure.
•
Garner benefits arising out of economies of large
scale and lower operating costs.
•
Reducing managerial overlaps, enable cost
saving
and
enable
effective
utilization
of
valuable resources which will enhance the
management focus thereby leading to higher
operational efficiency.
•
Post the amalgamation, MITL
and MRDL will be
dissolved. Consequently, there would be lesser
regulatory and legal compliance obligations
including accounting, reporting requirements,
statutory and internal audit requirements, tax
filings, company law requirements, etc. and
therefore reduction in administrative costs; and
•
Benefit of operational synergies to the combined
entity
and
greater
leverage
in
operations,
planning and process optimization.
e) In case of cash consideration
–
amount or otherwise share
exchange ratio;		 In MITL, 74% equity shares are held by the
Company and balance 26% equity shares are held
by
MWCDL.
MRDL,
being
a
wholly
owned
subsidiary of MITL, no shares are required to be
issued consequent to Amalgamation.
In view of the above, shares will be issued only to
the Company by MWCDL in the following Share
Exchange Ratio:
MWCDL will issue, to the shareholders of MITL i.e.
Mahindra Lifespace Developers Ltd, 325 fully paid-

Mahindra Lifespace Developers Limited

Mahindra Towers, 5th Floor, Dr. G.M. Bhosale Marg, Worli, Mumbai 400 018, India +91 22 6747 8600/8601 | www.mahindralifespaces.com CIN: L45200MH1999PLC118949 Email: [email protected]

up Redeemable Preference Shares of MWCDL of
Rs. 10/-
each for every 100 (One Hundred) Equity
Shares of Rs. 10/-
each held by Mahindra Lifespace
Developers Ltd in MITL.
f) Brief
details
of
change
in
shareholding pattern (if any)
of listed entity.		 There will be no change in the shareholding pattern
of the Company pursuant to the Scheme, as no
shares are being issued by the Company in
connection with the Scheme.

Annexure B Acquisition of shares consequent to Scheme of Amalgamation

Sr. Particulars Information of such events
No
a) Name of the target entity, details in
brief such as size, turnover etc.		 Mahindra World City Developers Limited (MWCDL).
MWCDL
is
engaged
in
maintenance of Industrial Park.		 the
development
and
The details in brief such as size, turnover etc are as
under:
As on 31st March, 2022
(Rs. crores)
Particulars MWCDL
Paid-up capital 20.00
Net-worth 110.13
Turnover* 28.50
*Revenue from Operations
b) Whether the acquisition would fall
within the related
party
transaction
(s)
and
whether
the
promoter/
promoter group/ group companies
have
any
interest
in
the
entity
being
acquired?
If yes, nature of
interest
and
details
thereof
and
whether the same is done at "arms
length"		 Consequent
to
amalgamation,
Preference Shares (RPS) will be issued MWCDL
which is a subsidiary to the Company and
transaction is with a Related Party. The RPS to be
issued for the amalgamation is based on the valuation
report and at arm's length.		 Redeemable
hence, the
c) Industry to which the entity being
acquired belongs;		 MWCDL
is
engaged
in
maintenance of
Industrial Park.		 the
development
and
d) Objects
and
effects
of
acquisition
(including but not limited
to,
disclosure
of
reasons
for
acquisition of target entity, if its
business is outside the main line of
business of the listed entity)		 The RPS to be issued is consequent to amalgamation
of MITL and MRDL. Since the Company is a 74%
shareholder in MITL and the balance is held by
MWCDL, as part of consideration of Scheme of
Amalgamation,
12,02,50,000
Preference Shares of Rs.10/-
the Company.		 Redeemable
each will be issued to
e) Brief details of any governmental or
regulatory approvals required for
the acquisition;		 No
governmental
or
required.		 regulatory
approvals
are
f) Indicative time period for completion
of the acquisition;		 Not Applicable.

Mahindra Lifespace Developers Limited Mahindra Towers, 5th Floor, Dr. G.M. Bhosale Marg, Worli, Mumbai 400 018, India +91 22 6747 8600/8601 | www.mahindralifespaces.com CIN: L45200MH1999PLC118949 Email: [email protected]

g) Nature
of
consideration
–
whether
cash
consideration
or		 Consequent to Scheme of Amalgamation of MITL,
MRDL with MWCDL, MWCDL will issue 12,02,50,000
share
swap
and details of the same;		 Redeemable Preference Shares of Rs.10/- each will
to the Company for other cash consideration.
h) Cost of acquisition or the price at Nil, as Redeemable Preference Shares are being
which the shares are acquired; issued consequent to Scheme of Amalgamation.
i) Percentage
of
shareholding
/		 12,02,50,000 Redeemable Preference Shares of
control
acquired
and
/
or number
of		 Rs.10/- each will be issued by MWCDL to the
shares acquired; Company.
The Company holds 89% equity shares in MWCDL.
Since, MWCDL will issue Redeemable Preference
Shares to the Company, there is no change in Equity
Shareholding of the Company with Mahindra World
City Developers Limited (MWCDL).
j) Brief
background
about
the		 Mahindra World City Developers Limited bearing CIN
entity
acquired
in
terms
of		 U92490TN1997PLC037551, is
a
company
products
/
line
of
business		 incorporated under the Companies Act, 1956 on 19th
acquired,
date
of		 February 1997. The Registered Office of the company
incorporation,
history
of
last
three		 is situated at Ground Floor, Mahindra Towers, 17/18,
years, turnover, country in in
which		 Patulous Road, Chennai Tamil Nadu 600 002, India.
the acquired entity has presence It
is
engaged,
inter		 alia,
in
the
business
of
and
any
other
significant		 establishing, acquiring, developing and maintaining
information (in brief) industrial parks.
The last three years turnover (Standalone) of the
Company are as under.
Financial Year		 *Turnover
(Rs. In Crore)
2021-22 28.50
2020-21 46.40
2019-20 42.20
*Revenue from Operations

9th December, 2022

BSE Limited National Stock Exchange of India Limited
Corporate Services, Exchange Plaza,
Piroze Jeejeebhoy Towers, Bandra Kurla Complex,
Dalal Street, Mumbai - 400 001 Bandra (East), Mumbai 400051
Listing: http://listing.bseindia.com Listing: https://neaps.nseindia.com/NEWLISTINGCORP/
.
Security BSE NSE ISIN
Equity Shares につつりょう
əəzə i ə		 MAHLIFE INE813A01018

Dear Sirs / Madam,

Re:

Sub: Update on intimation under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015

This is with reference to our letter dated 26th October, 2021 (letter enclosed), wherein the Company had informed that a Scheme of Amalgamation, subject to approval of National Company Law Tribunal, Chennai Bench (NCLT), is contemplated involving amalgamation of Mahindra Integrated Township Ltd. (MITL), subsidiary of the Company and Mahindra Residential Developers Ltd. (MRDL), subsidiary of MITL, which in turn is a subsidiary of the Company with Mahindra World City Developers Ltd. (MWCDL), subsidiary of the Company. MITL is a material subsidiary of the Company, whose Non-Convertible Debentures are listed on BSE Ltd.

We hereby inform you that the Hon'ble NCLT has today sanctioned the Scheme of Amalgamation of MITL and MRDL with MWCDL.

NCLT will issue a certified copy of the Order, post which, MITL, MRDL and MWCDL shall take further steps to effectuate the Order within the prescribed timelines under applicable laws.

We request you to take the above on record.

For Mahindra Lifespace Developers Limited ANKIT MANOJ
SHAH Digitally signed by ANKT MAN QJ
SHAH un
2022 12:09 12:57:20+05'30 Ankit Shah Assistant Company Secretary & Compliance Officer ACS-26552 Fncl: a/a Mahindra Lifespace Developers Limited Mahindra Towers, 5th Floor, Dr. G.M. Bhosale Marg, Worli, Mumbai 400 018, India +91 22 6747 8600/8601 | www.mahindralifespaces.com CIN: L45200MH1999PLC118949 Email: [email protected]

26th October, 2021

BSE Limited National Stock Exchange of India Limited
Corporate Services, Exchange Plaza,
Piroze Jeejeebhoy Towers, Bandra Kurla Complex,
Dalal Street, Bandra (East),
Mumbai – 400 001 Mumbai 400051
Listing: http://listing.bseindia.com Listing: https://www.connect2nse.com/LISTING/

Re:

Security BSE NSE ISIN
Equity Shares 532313 MAHLIFE INE813A01018

SUB: Intimation under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015

Dear Sir / Madam,

This is to inform you that the Board of Directors at its meeting held today has approved a proposal relating to a Scheme of Amalgamation amongst its subsidiary companies. The Scheme of Amalgamation involves amalgamation of Mahindra Integrated Township Ltd (MITL) and Mahindra Residential Developers Ltd (MRDL), subsidiaries of the Company with, another subsidiary, Mahindra World City Developers Ltd (MWCDL).

The Scheme of Amalgamation is subject to necessary statutory and regulatory approvals including the approvals of National Company Law Tribunal, the shareholders and creditors of each of the companies.

The relevant disclosure as per SEBI Circular no CIR/CFD/CMD/4/2015 dated 9 th September, 2021 is provided in Annexure A.

For Mahindra Lifespace Developers Limited

Ankit Shah Assistant Company Secretary & Compliance Officer ACS - 26552

ANNEXURE A

Sr.
No		 Particulars Disclosure
1. Name of the entity(ies)
forming
part
of
the
amalgamation/merger,
details in brief such as,
size, turnover etc		 The Scheme of Amalgamation involves amalgamation of
Mahindra Integrated Township Ltd (MITL) and Mahindra
Residential Developers Ltd (MRDL), subsidiaries of the
Company with, another subsidiary, Mahindra World City
Developers Ltd (MWCDL).
Subject to requisite approvals, MITL and MRDL will
amalgamate with MWCDL.
Company
Paid Up Capital
Name
(As
on
31.03.2021)
MITL
Rs. 5,000 lakh
MRDL
Rs. 25 lakh
MWCDL
Rs. 2,000 lakh		 Turnover (As on
31.03.2021)
Rs. 1,692.10 lakh
Rs. 2164.99 lakh
Rs. 4,696.37 lakh
2. Whether the transaction
would fall within related
party
transactions?
If
yes, whether the same
is done at "arms length"		 Yes, it is a related party transaction. The consideration for
the amalgamation will be discharged on an arm's length
basis.
3. Area of business of the
entity(ies)		 MWCDL is engaged in the development and maintenance
of Industrial Park at Mahindra World City, Chennai.
MITL and MRDL are engaged in the business of real estate
activities.
4. Rationale
for
amalgamation/ merger		 The amalgamation will, inter-alia, result in following benefits
to MWCDL:

Synergies in operation arising from consolidation of
various
projects
leading
to
efficient
resources.

Integration of business operations and achieve a
simplified corporate structure.

Garner benefits arising out of economies of large scale
and lower operating costs.		 utilization
of

5, cash
In.
of
case
consideration - amount
otherwise
share
or
exchange ratio		 Subject to requisite approvals, MWCDL will issue, to the
shareholders of MITL, 325 fully paid-up Redeemable
Preference Shares of MWCDL of Rs. 10/- each for every
100 (One Hundred) Equity Shares of Rs. 10/- each held in
MITL.
The Company is a 74% shareholder in MITL. MRDL, being
a wholly owned subsidiary of MITL, no shares are required
to be issued consequent to amalgamation.
6. Brief details of change
in shareholding pattern
(if any) of listed entity		 There will be no change in the shareholding pattern of the
Company, as the amalgamation is amongst subsidiary
companies of the Company. The Company will be issued
shares by MWCDL as mentioned above.

Mahindra Lifespace Developers Ltd. CIN: L45200MH1999PLC118949 Mahindra Towers, 5th Floor, Dr. G. M. Bhosale Marg

Worli, Mumbai 400 018, India Tel: +91 22 6747 8600/8601

www.mahindralifespaces.com

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