IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY SCHEME PETITION NO 28 OF 2010 CONNECTED WITH COMPANY APPLICATION NO. 1151 OF 2009 In the matter of the Companies Act,1956 AND In the matter of Sections 391 and 394 read with Sections 78 and 100 to 103 of the Companies Act, 1956 AND In the matter of Scheme of Arrangement In the matter of Storage Undertaking known as Distillers’ Trading Corporation (DTC) Division of Kesar Enterprises Limited AND In the matter of Kesar Enterprises Limited a company registered under the Companies Act, 1956 and having its Registered Office at Oriental House, 7, Jamshedji Tata Road, Churchgate, Mumbai – 400 020. AND In the matter of Kesar Terminals & Infrastructure Limited a company registered under the Companies Act, 1956 and having its registered office at Oriental House, 7, Jamshedji Tata Road, Churchgate, Mumbai – 400 020 AND Demerger of the Storage Undertaking known as Distillers’ Trading Corporation (DTC) Division of Kesar Enterprises Limited as a going concern to Kesar Terminals & Infrastructure Limited 2 Kesar Enterprises Limited ) A company registered under the Companies Act, 1956 and having its register office at ) ) Oriental House, 7, Jamshedji Tata Road ) Churchgate , Mumbai – 400 020 ) ..Petitioners AND IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY SCHEME PETITION NO. 29 OF 2010 CONNECTED WITH COMPANY APPLICATION NO. 1152 OF 2009 Kesar Terminals & Infrastructure Limited ) A company registered under the Companies Act, 1956 and having its register office at ) ) Oriental House, 7, Jamshedji Tata Road ) Churchgate , Mumbai – 400 020 ) ..Petitioners Mr. Sanjay Udeshi, Advocate for the petitioner. Mr. Ashish Agarwal I/b Mr. S. K. Mohapatra for Regional Director CORAM: S. J. Kathawalla J. DATE: 12th March, 2010 P. C. 1. Heard learned Counsel for parties 3 2. The sanction of the Court is sought under Sections 391 and 394 read with Section 78 and 100 to 103 of the Companies Act, 1956, to the Scheme of Arrangement for demerging Storage Undertaking known as Distillers’ Trading Corporation of Kesar Enterprises Limited, the Transferor Company into Kesar Terminals & Infrastructure Limited, the Transferee Company. 3. The Counsel appearing on behalf of the Petitioner states that they have complied with all the requirements as per directions of this Court and they have filed necessary Affidavit of compliance in the Court. Moreover, the Petitioner Company undertakes to comply with all the 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 of the said Affidavit the Scheme does not appear to be prejudicial to the interests of the shareholders and the public. The paragraph 6 of the said Affidavit reads thus:- “That the Deponent respectfully submits that the Board of Directors at their meeting held on 22/12/2009 have resolved that sum of Rs. 67,90,000/-, “kept in Share Warrant Application Money Suspense Account” were forfeited with immediate effect. Copy of the Board resolution submitted by Petitioner Company is enclosed and marked as Exhibit ‘D’. In view of the above Para No 7 (viii) and 8(c) of the scheme become redundant.” 4 5. In view of the above, the Counsel appearing for the Petitioners seeks leave of this Court to delete Para No. 7 (viii) and 8 (c) of the Scheme. Accordingly, the Petitioners are permitted to delete the said paragraphs by amending the Scheme. The said amendment to be carried out within two weeks from the date of this order. 6. 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. 7. Since all the requisite statutory compliances have been fulfilled, both the Company Petitions are made absolute in terms of prayer clause (A) of the respective Petition. 8. The Transferor 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 Petitioners to pay costs of Rs. 7,500/- each to the Regional Director, Western Region, Maharashtra. Costs to be paid within four weeks from today. 10. Filling and issuance of the drawn up order is dispensed with. 5 11. All concerned authorities to act on a copy of this order alongwith the Scheme duly authenticated by the Company Registrar, High Court, Bombay. (S. J. Kathawalla J.)