1 IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGIONAL CIVIL JURISDICTION COMPANY SCHEME PETITION NO 70 OF 2010 CONNECTED WITH COMPANY SUMMONS FOR DIRECTIONS NO 18 OF 2009 Adonis Holdings Private Limited ...Petitioner/First Transferor Company AND COMPANY SCHEME PETITION NO 71 OF 2010 CONNECTED WITH COMPANY SUMMONS FOR DIRECTIONS NO 19 OF 2009 Battenfield Investments Private Limited ...Petitioner/Second Transferor Company AND COMPANY SCHEME PETITION NO 72 OF 2010 CONNECTED WITH COMPANY SUMMONS FOR DIRECTIONS NO 20 OF 2009 Raynold Capital Investments Private Limited ...Petitioner/third Transferor Company AND COMPANY SCHEME PETITION NO 73 OF 2010 CONNECTED WITH COMPANY SUMMONS FOR DIRECTIONS NO 21 OF 2009 Marks Exports Private Limited ...Petitioner/Transferee Company In the matter of Sections 391 & 394 of Companies Act, 1956 AND In the matter of Scheme of Amalgamation of Adonis Holdings Private Limited and Battenfield 2 Investments Private Limited, and Raynold Capital Investments Private Limited with Marks Exports Private Limited and their Respective Shareholders. Mr. Hemant Sethi i/b Hemant Sethi & Co. for the Petitioners. Mr. P. Rama Rao, Official Liquidator in Company Scheme Petition No. 70 of 2010 and Company Scheme Petition No. 71 of 2010 and Company Scheme Petition No 72 of 2010. Mrs Purnima Awasthi with Jyotsna Pandhi i/b Mr. S. K. Mohapatra for Regional Director in all the Petitions. CORAM: S.J. KATHAWALLA J DATE: 7TH MAY 2010 1. Heard learned counsel for the parties. 2. The sanction of the Court is sought under Sections 391 to 394 of the Companies Act, 1956 to a Scheme of Scheme of Amalgamation of Adonis Holdings Private Limited and Battenfield Investments Private Limited, and Raynold Capital Investments Private Limited with Marks Exports Private Limited and their Respective Shareholders. 3. Counsel appearing on behalf of the Petitioners has stated that the Petitioners have complied with all requirements as per directions of this Court and they have filed necessary affidavits of compliance in the Court. Moreover, Petitioners undertake to comply with all statutory requirements, if any, as required under the Companies Act, 1956 and the rules made there under. Undertaking is accepted. 3 4. The Regional Director has filed an affidavit and has stated in paragraph 6 that: “That the deponent further submits that all the three Transferor Companies are Non Banking Finance Companies. Hence all the three Transferor Companies may be directed to file a copy of the Scheme along with the copy of this Hon’ble Court’s order within 30 days from the date of the order with RBI”. Save as what is stated in paragraph 6, the scheme does not appear to be prejudicial to the interest of the shareholders and public. 5. The counsel appearing on behalf of the Transferor Companies states that none of the three Transferor Companies are Non Banking Finance Companies. Reliance is placed upon RBI Press Release No. 1269/1998-99 dated 8th April 1999 and DNBS(PD) C.C. NO. 81/03.05.2002/2006-07 issued dated 16th October 2006, a Company qualifies as NBFC if its financial assets are more than 50 per cent of its total assets (netted off by intangible assets) and income from financial assets is more than 50% of the gross income. Both these tests are required to be satisfied as the detrimental factor for principal business of a Company. 6. It is further stated that none of the three Transferor Companies have financial assets exceeding 50% of total assets or income from financial activity exceeding 50% of the total income hence, does not qualify NBFC. In view of the above, circular, the objection of the Regional Director is overruled. 7. The Official Liquidator has filed a report in Company Scheme Petition No. 70 of 2010; Company Scheme Petition No. 71 of 4 2010 and Company Scheme Petition No 72 of 2010 stating therein that the affairs of the Transferor Companies have been conducted in a proper manner and that the Transferor Companies may be ordered to be dissolved. 8. From the material on record, the Scheme appears to be fair and reasonable and is not violative of any provisions of law and is not contrary to public policy. None of the parties concerned have come forward to oppose the Scheme. 9. Since all the requisite statutory compliances have been fulfilled, the Company Scheme Petition Nos. 70 of 2010; Company Scheme Petition No. 71 of 2010; Company Scheme Petition No 72 of 2010 and Company Scheme Petition No 73 of 2010 are made absolute in terms of prayer clause (a). 10. The Petitioner Companies to lodge a copy of this order and the Scheme duly authenticated by the Company Registrar, High Court (O.S.), Bombay with the concerned Superintendent of Stamps for the purpose of adjudication of stamp duty payable, if any, on the same within 60 days from the date of order. 11. The Petitioners in all the Company Petitions to pay costs of Rs.7500/- each to the Regional Director. The Petitioner in Company Scheme Petition No. 70 of 2010; Company Scheme Petition No71 of 2010 and Company Scheme Petition No 72 of 2010 to pay sum of Rs. 7500/- each to the Official Liquidator. 12. Costs to be paid within four weeks from today. 13. Filing and issuance of the drawn up order is dispensed with. 5 14. All authorities concerned to act on a copy of this order along with Scheme duly authenticated by the Company Registrar, High Court (O. S.), Bombay. (S.J. KATHAWALLA J)