ORDER
B.V. Nagarathna, J.
1. These lour company petitions have been filed under Sections 391 and 394 of the Companies Act seeking sanction of a scheme of arrangement. Since the scheme of arrangement is in respect of the four companies who have preferred the four company petitions, they have been heard together and disposed of by this common order.
2. Company Petition No. 13/2009 is filed by M/S. Geomysore Service India Private Limited which is a transferor company, Company Petition No. 14/2.009 is filed M/s. Premier Nickel Mines Private Limited which is transferee company No. 1; Company Petition No. 15/2009 is filed by M/s.Marwar Mineral Exploration Private Limited, which is transferee company No. 2; Company Petition No. 16/2009 is filed by M/s. Premier Minerals Exploration Private Limited which is transferee company No. 3.
3. The scheme of arrangement between the aforesaid four companies is produced as Annexure-A in Company Petition No. 13/2009. On perusal of the same, it is noticed that the three transferee companies which ere wholly owned subsidiaries of the transferor company are ail involved in the business of exploration of minerals.
4. The object of the scheme is that the four companies should focus on developing different variety of minerals and hence by this scheme of arrangement it is envisaged that the transferor company should focus on developing gold business and that the transferee company No. 1 should concentrate on platinum group of minerals and nickel, transferee company No. 2 should concentrate on copper, lead and zinc business and transferee company No. 3 should locus on iron-ore business. Therefore with the object of assigning different kind of minerals to the respective companies, this scheme of arrangement (de-merger) has been envisaged by the petitioners. The rationale and purpose of the scheme is stated to be that the transferor company should concentrate on gold business only while the other businesses should be transferred to other three transferee companies.
5. After the scheme of arrangement was approved between the shareholders of the respective petitioner-companies, company applications were filed seeking dispensation of the meeting of the shareholders, secured and unsecured creditors. M/s. GeoMysore Service India Private Limited filed CA No. 9 of 2009, M/s. Premier Nickel Mines Private Limited filed CA No. 10 of 2009, M/s. Marwar Mineral Exploration Private Limited filed CA No. 11 of 4009 and M/s. Premier Minerals Exploration Private Limited filed CA No. 12 of 2009. This court by order dated 12.1.2009 dispensed with the meeting of the shareholders, secured and unsecured creditors of each of the above four companies. Thereafter, the companies herein presented the petitions on 21.1.2009 and this court by order dated 5.2.2009 directed notice to the Regional Director, Department of Company Affairs. Southern Region and also that the notice of the petitions be published in 'The Hindu' and 'Kannada Prabha' daily newspapers fixing the date of hearing as 13.3/2009. The advertisements were taken on 20.2.2009 in 'The Hindu' newspaper and on 19/2.2009 in 'Kannada Prabha' newspaper with regard to all the four petitioners. Pursuant to the advertisements taken out in the petitions, no objections were received from any quarter.
6. In response to the notice, the Regional Director filed his report making few observations. However, no objections were tiled by him.
7. I have heard the learned Counsel for the petitioners and the learned Counsel for the Regional Director.
8. It is submitted on behalf of the petitioners that considering the fact that the petitioners are in the same area of business and that the three transferee companies are wholly-owned subsidiaries of the transferor company, with a view to focus and develop on different categories of minerals, the scheme of arrangement [de-merger] has been envisaged. The purpose of the scheme has been mentioned in Annexure-A.
9. Learned Counsel for the petitioner has taken me through various annexares filed along with the petitions with regard to the objects for which the four companies have been incorporated and also their financial status. He submits that since no objections have been raised by the Regional Director and that the observations which have been made would be complied with by the petitioners, there is no impediment for allowing these petitions.
10. Her contra, it is submitted on behalf of the Regional Director that since the petitioners are in the business of mining and exploration of minerals, the applications filed before various State Governments as well as the Central Government, for the purpose of getting mining licences etc., should comply with the terms and conditions stipulated in respect of the licences after the approval of the scheme.
11. He further submits that there are two foreign body corporates who are shareholders in the transferor company and hence the transferee companies have to comply with the requirements of the Foreign Exchange Management Act [FEMA] and the Reserve Bank of India Act with regard to the allotment of shares to the shareholders of the transferee company.
12. In reply, learned Counsel for the petitioner submits that the petitioner - companies would comply with all the requirements mentioned in the affidavit of the Registrar of Companies on behalf of the Regional Director and that the scheme may be approved.
13. On perusal of the material on record, it is noted that the object of the arrangement of de-merger is to concentrate and focus on specific areas of mining depending on the nature of the minerals and with a view to consolidate the business of the transferor company and to enable the transferee companies to concentrate on specific minerals and for achieving organizational efficiency and optimal utilization of various resources. Since there are no objections raised by the Regional Director and the petitioners submit that they would comply with the requirements as necessitated and expressed in the affidavit of the Registrar of Companies on behalf of the Regional Director and since the entire arrangement is with a view to enhance the business prospects of the petitioners - companies, on the basis of their economic prudence I see no reason to decline the arrangement and accordingly sanction the scheme of arrangement as envisaged under Annexure-A by the four petitioners - companies.
14. Accordingly, these petitions are allowed.
15. Petitioners are directed to tile certified copies of the scheme of arrangement along with copy of this order within a period of thirty days from the date of receipt of this order before the Registrar of Companies.