Madelin Enterprises Private Limited and Nepean Investment Trust II
Case brief
What is this about?
The document outlines a Green Channel notification for a combination involving asset acquisition by Madelin Enterprises and an AIF from JBF Industries via an Asset Reconstruction Company. It confirms no horizontal, vertical, or complementary overlaps exist, concluding the transaction does not pose a risk to competition.
What the court decided
Summary of the combination in terms of sub-regulation (1A) of regulation 13 of the Competition Commission of India (Procedure in regard to the transaction of business relating to combinations) Regulations, 2011
- (a) Name of the parties to be the combination:
- (i) Madelin Enterprises Private Limited ( “Acquirer” ), the proposed acquirer of the assets of JBF Industries Limited ( “JBFI” ) including whole of the current assets of JBFI (which includes JBFI’s entire shareholding in its subsidiaries) (collectively, “Assets” )
- (ii) Nepean Investment Trust II ( “AIF” ) acting through the Nepean Capital LLP, Investment Manager, which shall purchase existing equity shares of the Acquirer
- (iii) JBF Industries Limited, the enterprise whose assets being sold by CFM ARC by way of enforcement of security interest creation on those Assets pursuant to exercise of statutory rights vested in CFM ARC under the Securitisation and Reconstruction of Financial Assets and Enforcement of Security Interest Act, 2002
(b) The nature and purpose of the combination:
Asset reconstruction companies are in the business of acquisition of right or interest of any bank or financial institution in any financial assistance for the purpose of realisation of such financial assistance. Accordingly, CFM ARC acquired the nonperforming assets with respect to JBFI from banks and financial institutions along with the underlying security interest on the Assets. Post successful acquisition of the Assets, CFM ARC seeks to realise and resolve the non-performing assets with respect to JBFI by selling the Assets by way of private treaty to the Acquirer under the provisions of SARFAESI.
Issues for consideration
3 issues framed by the court
Whether the proposed combination between the Acquirer, AIF, and JBFI falls under the Green Channel route under Regulation 5A and Schedule III due to absence of horizontal, vertical, or complementary o
Whether the acquisition of assets of JBF Industries Limited by Madelin Enterprises Private Limited through an Asset Reconstruction Company requires compliance with the Green Channel notification provi
Whether the combination raises any risk of appreciable adverse effect on competition in India.
Parties & counsel
- petitioner
Madin Enterprises Private Limited
- respondent
JBF Industries Limited
- respondent
Nepean Investment Trust II
Case details
As recorded by the court registry
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