1 IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY SCHEME PETITION NO. 213 OF 2010. CONNECTED WITH COMPANY SUMMONS FOR DIRECTION NO. 108 OF 2010. BDA PROPERTIES PRIVATE LIMITED .…………Petitioner / First Transferor Company. AND COMPANY SCHEME PETITION NO. 214 OF 2010. CONNECTED WITH COMPANY SUMMONS FOR DIRECTION NO. 109 OF 2010 BDA SPIRITS PRIVATE LIMITED .…………Petitioner / Second Transferor Company AND COMPANY SCHEME PETITION NO. 215 OF 2010. CONNECTED WITH COMPANY SUMMONS FOR DIRECTION NO. 110 OF 2010 BEETHOVEN TRADERS PRIVATE LIMITED .…………Petitioner / Third Transferor Company AND COMPANY SCHEME PETITION NO. 216 OF 2010. CONNECTED WITH COMPANY SUMMONS FOR DIRECTION NO. 111 OF 2010 DARREL TRADERS PRIVATE LIMITED .…………Petitioner / Fourth Transferor Company AND COMPANY SCHEME PETITION NO. 217 OF 2010. CONNECTED WITH COMPANY SUMMONS FOR DIRECTION NO. 112 OF 2010. MARENGO PROPERTIES PRIVATE LIMITED .…………Petitioner / Fifth Transferor Company 2 AND COMPANY SCHEME PETITION NO. 218 OF 2010. CONNECTED WITH COMPANY SUMMONS FOR DIRECTION NO. 113 OF 2010. MCSHAW DISTILLERIES PRIVATE LIMITED .…………Petitioner / Sixth Transferor Company AND COMPANY SCHEME PETITION NO. 219 OF 2010. CONNECTED WITH COMPANY SUMMONS FOR DIRECTION NO. 114 OF 2010. MUSCARI WINERIES & DISTILLERIES PRIVATE LIMITED .…………Petitioner / Sixth Transferor Company AND COMPANY SCHEME PETITION NO. 220 OF 2010. CONNECTED WITH COMPANY SUMMONS FOR DIRECTION NO. 115 OF 2010. OFFICER’S CHOICE PRIVATE LIMITED …………Petitioner / Seventh Transferor Company AND COMPANY SCHEME PETITION NO. 221 OF 2010. CONNECTED WITH COMPANY SUMMONS FOR DIRECTION NO. 116 OF 2010. STANDARD DISTILLERIES & BREWERIES PRIVATE LIMITED …………Petitioner / Eighth Transferor Company AND COMPANY SCHEME PETITION NO. 222 OF 2010. CONNECTED WITH COMPANY SUMMONS FOR DIRECTION NO. 117 OF 2010. STINGRAY TRADERS PRIVATE LIMITED …………Petitioner / Ninth Transferor Company 3 AND COMPANY SCHEME PETITION NO. 223 OF 2010. CONNECTED WITH COMPANY SUMMONS FOR DIRECTION NO. 118 OF 2010. TRACSTAR PROPERTIES PRIVATE LIMITED …………Petitioner / Tenth Transferor Company AND COMPANY SCHEME PETITION NO. 224 OF 2010. CONNECTED WITH COMPANY SUMMONS FOR DIRECTION NO. 119 OF 2010. BKC ENTERPRISES PRIVATE LIMITED …………Petitioner / Transferee Company. In the matter of the Companies Act 1 of 1956; AND In the matter of Sections 391 to 394 of the Companies Act, 1956; AND In the matter of Scheme of Amalgamation of BDA PROPERTIES PVT. LTD, BDA SPIRITS PVT. LTD, BEETHOVEN TRADERS PVT. LTD, DARREL TRADERS PVT. LTD, MARENGO PROPERTIES PVT. LTD, MCSHAW DISTILLERIES PVT. LTD., MUSCARI WINERIES & DISTILLERIES PVT. LTD, OFFICER’S CHOICE PVT. LTD, STANDARD DISTILLERIES & BREWERIES PVT. LTD, STINGRAY TRADERS PVT. LTD and TRACSTAR PROPERTIES PVT. LTD with BKC ENTERPRISES PVT. LTD 4 Mr. Rajesh Shah i/b Rajesh Shah & Co., Advocates for the Petitioners. Mr. M. S. Bhardwaj i/b Mr. S. K. Mohapatra for Regional Director in both Petitions. Mr. P. Ramarao Official Liquidator present. CORAM: S. J. Vazifdar, J. DATE: 30th July, 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 Amalgamation of BDA PROPERTIES PVT. LTD, BDA SPIRITS PVT. LTD, BEETHOVEN TRADERS PVT. LTD, DARREL TRADERS PVT. LTD, MARENGO PROPERTIES PVT. LTD, MCSHAW DISTILLERIES PVT. LTD., MUSCARI WINERIES & DISTILLERIES PVT. LTD, OFFICER’S CHOICE PVT. LTD, STANDARD DISTILLERIES & BREWERIES PVT. LTD, STINGRAY TRADERS PVT. LTD and TRACSTAR PROPERTIES PVT. LTD with BKC ENTERPRISES PVT. LTD. 3. Counsel appearing on behalf of the Petitioners has stated that they have complied with all requirements as per directions of this Court and they have filed necessary affidavits of compliance in 5 the Court. Moreover, Petitioner Companies undertake 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 has filed an Affidavit inter alia, stating therein that save and expect as stated in paragraph 6, it appears that the Scheme is not prejudicial to the interest of shareholders and public. The paragraph 6 of the said Affidavit read as under:- “That the Deponent further submits that the Transferee Company may be directed to comply with the related provisions of the Income Tax Act, 1961, capital gains allocable to or related to the business of the Transferor Companies on transfer of assets and liabilities of the Transferor Companies to the Transferee Company.” 5. So far as paragraph 6 of the Regional Director’s report is concerned the Transferee Company through their counsel undertakes to comply with the related provisions of the Income Tax Act, 1961, capital gains allocable to or related to the business of the Transferor Companies on transfer of assets and liabilities of the Transferor Companies to the Transferee Company. The said undertaking is accepted 6. The Official Liquidator has filed a report stating that the affairs of the Transferor Company have been conducted in a proper 6 manner and that 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 any provisions of law and is not contrary to public policy. None of the parties concerned have come forward to oppose the Scheme. 8. Since all the requisite statutory compliances have been fulfilled, Company Scheme Petition Nos. 213 of 2010 to 223 of 2010 filed by the Transferor Companies are made absolute in terms of prayer clauses (a) to (j) and Company Scheme Petition No. 224 of 2010, filed by the Transferee Company is made absolute in terms of prayer clauses (a) to (t). 9. The Petitioner Company to lodge a copy of this order and the Scheme, duly authenticated by the Company Registrar, High Court (O.S.), 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 Companies in all petitions to pay costs of Rs.10,000/- each to the Regional Director, Western Region, Mumbai and the Petitioner in the Company Scheme Petition Nos. 213 of 2010 to 223 of 2010 to pay costs of Rs.10,000/- to the Official Liquidator, High Court, Bombay. Costs to be paid within four weeks from today. 7 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. J. Vazifdar, J.)