Industry sources say that according to the terms of the acquisition agreed upon, the shareholders of Thermax Infotech are scheduled to get 1 lakh shares of GTL as cosideration. While 40 per cent of Thermax Software is held by Thermax, the balance 60 per cent is held by other individual promoters of the software company. Sources say that GTL's acquisition of the two software companies follows its plans to add value to its software and e-commerce business.

For the fiscal 2000, Thermax Software had earned a net profit of Rs 1.48 crore from a total revenue of Rs 5.29 crore. The company is focused in providing software solutions and services to the financial sector and currently has around 90 employees.

On the other hand, the promoters of Fine Infotech will receive 50,000 lakh shares of GTL for agreeing to the merger. For fiscal 2000, Fine Info had earned a net profit of around Rs 8 lakh. The company has software domain expertise in financial services and pharma industry and currently has around 55 employees.

Thermax's exit from the software business follows Boston Consulting Group. Only recently, this Pune-based group had appointed BCG to help the company achieve transformation to address evolving market for clean energy solutions. The assignment named `Project Green', was scheduled to be completed in twelve weeks. One of the recommendations of BCG was that Thermax should focus on its core businesses of energy and environment where it had inherent strength and potential for substantial returns.

As recently as July 18, the board of GTL approved the company's merger with the loss-making Global Electronic Commerce Services in order to focus on end-to-end e-commerce solutions.

The company has decided to give the mandate to Deloitte Haskins and Sells and Pannell Kerr Forster as the valuers to recommend the ratio for exchange of shares of GECS with GTL.GTL has also decided to appoint a committee consisting of independent directors, namely TNV Ayyar and SC Sahastrabudhe to review and recommend to the board, for its final approval, the terms and conditions of amalgamation and the ratio of exchange of shares based on the valuation.

Further, the GTL board had also decided to rope in Salomon Smith Barney as advisors to assist the board in framing the business's synergies. GECS is reported to have incurred a net loss of Rs 5 crore on revenues of Rs 42.7 crore in fiscal 2000. At present, GECS offers services for setting up business-to-business (B2B) portals in areas including drugs, finance and banking, automobiles, airlines and manufacturing companies for operating their business processes.

The two promoters - Tirodkars and D'Silvas - currently hold about 27 per cent equity in GTL and about 38.5 per cent equity in GECS. Post-merger, the promoters' holding in the merged entity is expect to be about 34 per cent.The combined equity capital of GECS and Global Tele-Systems stands at Rs 158.50 and Rs 43.50 crore respectively.