IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY PETITION NO. 988 OF 2009 CONNECTED WITH COMPANY APPLICATION NO. 1208 OF 2009 SBI FACTORS AND COMMERCIAL SERVICES PRIVATE LIMITED ... TRANSFEROR COMPANY WITH COMPANY PETITION NO. 989 OF 2009 CONNECTED WITH COMPANY APPLICATION NO. 1209 OF 2009 GLOBAL TRADE FINANCE LIMITED ... TRANSFEREE COMPANY In the matter of Scheme of Amalgamation of SBI Factors and Commercial Services Private Limited (the Transferor Company) with Global Trade Finance Limited (the Transferee Company). Ms. Ryna Karani, Mr. Subhash Jadhav, Mr. Manish Rajani and Ms. Sohana Islam i/b ALMT Legal for the Petitioners Mr.P.Ramarao, Official Liquidator present in C.P. No.988 of 2009. Mr.Shyam Mehta with C.J.Joy i/b. Mr.S.K.Mohapatra for Regional Director in both petitions. 1 CORAM: S.J. Kathawalla, J. DATE: 15th January 2010 MINUTES OF ORDER PC: 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 the Scheme of Amalgamation of SBI Factors and Commercial Services Private Limited, the “Transferor Company” with Global Trade Finance Limited, the “Transferee Company”. 3. Counsel appearing on behalf of the Petitioners has stated that they have complied with all requirements as per directions of this Court and they have filed necessary affidavits of compliance in the Court. Moreover, the Petitioner Companies 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. 4. The Regional Director has filed an Affidavit stating therein that save and except as stated in paragraph 6(i), (ii) and (iii), the scheme does not appear to be prejudicial to the interest of shareholders and public. The paragraphs No.6(i) to 6(iii) of the said affidavit read as under: “6(i) That the Deponent further submits that the Transferor and Transferee Company are Non Banking Finance Companies. Hence the Transferor and Transferee Company may be directed to file a copy of the scheme along with the copy of 2 this Hon’ble Court’s order within 30 days from the date of the order, with the RBI. 6 (ii) As per clause 10 of the scheme the name of the Transferee Company is proposed to be changed to “SBI Global Factors Limited”. In this connection Transferee Company may be directed to comply with the provisions of Section 20 and 21 of the Companies Act,1956 in respect of filing of necessary forms with the Registrar of Companies and the proposed new name will be allowed subject to availability of the same, by the Registrar of Companies since under the computerized MCA 21 System of allotting the names, it is systemically not possible to reserve the names. Therefore, the name if available at the time of filing of such application, shall be made available by the Registrar of Companies, Mumbai. 6 (iii) It is observed that petitioner companies have violated the provisions of Section 619B read with 619 of the Act. The Registrar of Companies, Mumbai is being directed to initiate necessary action in this regard. This is for the information of this Hon’ble High Court.” 5. In reply to the objections raised by the Regional Director in Para 6(i) of his Affidavit, the Counsel appearing for the Petitioner Companies undertake on behalf of the Petitioner Companies that the Transferor Company and the Transferee Company shall file a copy of the order of this Court sanctioning the said Scheme along with a copy of the said Scheme, with the Reserve Bank of India within 30 days of such Order being passed by this Court. The said undertaking is accepted. 6. In reply to the objections raised by the Regional Director in Para 6(ii) of his Affidavit, the Counsel appearing for the Petitioner Companies undertake on behalf of the Petitioner Companies that the Transferee Company undertakes that it shall comply with the provisions of Sections 20 and 21 of the Companies Act, 1956 also in respect of filing of necessary forms with the ROC and it shall use the proposed name “SBI Global Factors Limited” only upon it receiving confirmation from the ROC that such name is available in 3 respect of the change of name of the Transferee Company from “Global Trade Finance Limited” to “SBI Global Factors Limited”. The said undertaking is accepted. 7. In reply to the objections raised by the Regional Director in paragraph 6(iii) of his Affidavit, the Counsel appearing on behalf of the Petitioner Companies have submitted that thee is no violation of Section 619 B as observed by the Regional Director. It is further submitted by the Counsel appearing on behalf of the Petitioner Companies that the Transferee Company will cooperate with the appropriate authority in their further proceedings, if any initiated by them. There is nothing to suggest that the alleged contraventions are detrimental to the scheme as such and thus the sanction be granted to the proposed Scheme. 8. The Official Liquidator has filed an affidavit in Company Petition No. 988 of 2009 stating that the affairs of the Transferor Company has been conducted in a proper manner and that the Transferor Company may be ordered to be dissolved. 9. 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. So far as the violation of Sections 619B read with Section 619 of the Companies Act by the Petitioner Companies are concerned, the Registrar of Companies/Regional Director are at liberty to take appropriate action pursuant to the Companies Act,1956 against Transferee Company. 10.Since all the requisite statutory compliances have been fulfilled, Company Petition No.988 of 2009 filed by the Transferor Company 4 is made absolute in terms of prayer clauses 33 (a) to (f) and Company Petition No.989 of 2009 filed by the Transferee Company is made absolute in terms of prayer clauses 32 (a) to (f). 11.The Petitioner Companies to lodge a copy of this Order and the Scheme, duly authenticated by the Company Registrar, High Court, Bombay with the concerned Superintendent of Stamps for the purpose of adjudication of stamp duty payable, if any, on the same within 30 days from the date of the order. 12.The Petitioners in both the Company Petitions to pay costs of Rs.7500/- each to the Regional Director, Western Region, Mumbai in both the Petitions and the Petitioner in Company Petition No.988 of 2009 to pay to the Official Liquidator a sum of Rs.7500/- towards costs. Costs to be paid within four week from today. 13.Filing and issuance of the drawn up order is dispensed with. 14.All authorities concerned to act on a copy of this order along with Scheme duly authenticated by the Company Registrar, High Court, Bombay. (S. J. Kathawalla J.) 5