IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY SCHEME PETITION NO. 275 OF 2010 CONNECTED WITH COMPANY SUMMONS FOR DIRECTION NO. 261 OF 2010 Chitali Distillery Limited ……..Petitioner / Transferor Company In the matter of Sections 391 to 394 of the Companies Ac, 1956 AND In the matter of Scheme of Arrangement of Chitali Distillery Limited (“the Transferor company”) AND John Distilleries Limited (“the Transferee Company”) AND their respective Shareholders and Creditors. Mr. Rajesh Shah i/b Rajesh Shah & Co., for the Petitioner. Mr. C.J. Joy with Mr. P. Khosla i/b Mr. S.K. Mohopatra , for Regional Director. Ms. S. Tandon i/b Mustafa Motiwala, Associates for Brihan Maharashtra Sugar Syndicate Limited. CORAM: S. J. Vazifdar, J. DATE: 13th August, 2010 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 Arrangement of Chitali Distillery Limited and John Distilleries Limited and their respective Shareholders and Creditors. 3. Counsel appearing on behalf of the Petitioner Company has stated that they have complied with all the requirements as per the directions of this Court and has filed necessary affidavits of compliance in the Court. Moreover, Petitioner Company undertakes to comply with all statutory requirements if any, as required under the Companies Act, 1956 and the Rules made there under. The undertaking is accepted. 4. The Regional Director, Western Region, Ministry of Corporate Affairs has filed Affidavit stating therein that the Scheme does not appear to be prejudicial to the interest of shareholders and public. However, in paragraph 6 (a) of the said Affidavit, the Regional Director has submitted that the registered office of the Transferee Company is situated in the state of Karnataka. Hence, the Transferee Company has to file similar petition before the Hon’ble High Court of Karnataka for approving the said scheme. Further in 2 paragraph 6 (b) of the said Affidavit, the Regional Director has submitted that Clause 7.1 of the Scheme, provides for creation of General Reserve in the books of the Transferor Company. It is suggested that such reserve be titled as ‘Capital Reserve’ instead of General Reserve. 5. As regards observation in paragraph 6 (a) of the Affidavit of the Regional Director, the Petitioner Company submits that the Transferee Company has filed similar petition before the Hon’ble High Court of Karnataka and that the final hearing of the said petition is scheduled on 28th July, 2010. As regards objection in paragraph 6 (b) of the Affidavit of the Regional Director, the Petitioner Company submits that the Transferor Company agrees to title the reserve as mentioned in Clause 7.1 of the Scheme from General Reserve to ‘Capital Reserve’. Accordingly, clause 7.1 of the Scheme stands amended to the said extent. In view thereof, the Counsel appearing on behalf of the Regional Director states that the Regional Director does not have any other objection to the scheme being sanctioned. 6. From the material on record, the Scheme appears to be fair and reasonable and is not violative of provisions of law and is not contrary to public policy. 7. Since all the requisite statutory compliances have been fulfilled, Company Scheme Petition No. 275 of 2010 filed 3 by the Transferor Company is made absolute in terms of prayer clauses (a) to (d) subject to the Scheme being sanctioned by the High Court of Karnataka. 8. The Petitioner Company 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 60 days from the date of the order. 9. The Petitioner Company to pay costs of Rs.10,000/- to the Regional Director, Western Region, Mumbai. Costs to be paid within four weeks from today. 10. Filing and issuance of the drawn up order is dispensed with. 11. All concerned authorities to act on a copy of this order along with Scheme duly authenticated by the Company Registrar, High Court, Bombay. 12. The Unsecured Creditor, Brihan Maharashtra Sugar Syndicate Limited now has no objection to the scheme. (S. J. Vazifdar, J.) 4