IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY SCHEME PETITION NO. 647 OF 2010 CONNECTED WITH COMPANY SUMMONS FOR DIRECTIO NS NO. 683 OF 2010 Chitali Distillery Limited ........Petitioner / Transferor Company In the matter of Sections 391 to 394 of the Companies Act, 1956. AND In the matter of Scheme of Arrangement between Chitali Distillery Limited (“First Transferor Company”) AND Chateau De Banyan Limited (“Second Transferor Company ”) AND John Metal Closures & Allied Products Private Limited (“Third Transferor Company”) AND John Distilleries Limited (“Transferee Company”) and their respective Shareholders Mr. Rajesh Shah i/b Rajesh Shah & Co., Advocate for the Petitioners. Dr. T. Pandian, Official Liquidator present. Mr. C. J. Joy and Mr. N. D. Sharma i/b Mr. H.P. Chaturvedi for Regional Director. CORAM: S.C. Dharmadhikari, J. DATE: 28th January, 2011 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 between Chitali Distillery Limited, Chateau De Banyan Limited and John Metal Closures & Allied Products Private Limited with John Distilleries Limited and their respective shareholders. 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 they have 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 save and except as stated in paragraph 6, the Scheme does not appear to be prejudicial to the interest of shareholders and public. In paragraph 6, the Regional Director stated that:- “The Registered Offices of the Second, Third Transferor Companies and the Transferee Company are situated in the 2 State of Karnataka. Hence the Second, Third Transferor Companies and Transferee Company have to file similar petition before the Hon’ble High Court of Karnataka for approving the said scheme.” 5. The counsel for the Petitioner Company submits that Chateau De Banyan Limited, the Second Transferor, John Metal Closures & Allied Products Private Limited, Third Transferor Companies and John Distillers Limited, the Transferee Company have filed their respective Petitions in the High Court of Karnataka and that said Petitions are pending for hearing before the said Court. 6. The Official Liquidator has filed report stating therein that the affairs of the Transferor Company have been conducted in a proper manner and that both the Transferor Companies may be ordered to be dissolved. 7. 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. None of the parties concerned have come forward to oppose the proposed scheme 8. Since all the requisite statutory compliances have been fulfilled, Company Scheme Petition No. 647 OF 2010 filed by the Petitioner / First Transferor Company is made absolute in terms of prayer clauses (a) to (d) of the Petition. The Scheme is sanctioned subject to the order 3 to be passed by the Karnataka High Court in the Petition filed by the Second and Third Transferor Companies as well as the Transferee Company. 9. 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. 10. The Petitioner Company to pay costs of Rs.10,000/- each to the Regional Director, Western Region, Mumbai and to the Official Liquidator, High Court, Bombay. Costs to be paid within four weeks from today. 11. Filing and issuance of the drawn up order is dispensed with. 12. All concerned authorities to act on a copy of this order along with Scheme duly authenticated by the Company Registrar, High Court, Bombay. (S.C. Dharmadhikari, J.) 4