CA (M) 178/2015 Page 1 of 7

IN THE HIGH COURT OF DELHI

COMPANY APPLICATION (MAIN) NO. 178/2015

Reserved on 30^th November, 2015

Date of pronouncement: 23^rd December, 2015

In the matter of

The Companies Act, 1956 & the Companies Act, 2013 (to the extent

applicable):

And

Application under Sections 391 to 394 of the

Companies Act, 1956

Scheme of Arrangement between:

Legend Distilleries Private Limited

Non-Applicant/transferee Company

AND

Som Distilleries & Breweries Limited

Applicant/Transferee Company

Through Mr. Naveen Chawla, Advocate

for the applicant

SUDERSHAN KUMAR MISRA, J.

1.

This application has been filed under Sections 391 to 394 of the

Companies Act, 1956 by the applicant/transferee company seeking

directions of this court to convene the meetings of its equity

shareholders, secured and unsecured creditors, to consider and approve,

with or without modification, the proposed Scheme of Arrangement

between Legend Distilleries Private Limited (hereinafter referred to as the

transferor company) and Som Distilleries & Breweries Limited

(hereinafter referred to as the applicant/transferee company).

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2. The registered office of the applicant/transferee company is

situated at New Delhi, within the jurisdiction of this Court. However, the

registered office of the transferor company is situated at Bhopal, Madhya

Pradesh, outside the jurisdiction of this Court. Learned counsel for the

applicant submits that a separate petition has been filed by the transferor

company in the court of competent jurisdiction for sanction of the

Scheme of Arrangement, which has been allowed by the said Court.

3. The applicant/transferee company was incorporated under the

Companies Act, 1956 on 26^th March, 1993 with the Registrar of

Companies, NCT of Delhi & Haryana at New Delhi.

4. The authorized share capital of the applicant/transferee company

is Rs.35,00,00,000/- divided into 3,50,00,000 equity shares of Rs.10/-

each. The issued, subscribed and paid-up share capital of the company

is Rs.27,52,24,000/- divided into 2,75,22,400 equity shares of Rs.10/-

each.

5. A copy of the Memorandum and Articles of Association of the

applicant/transferee company has been filed on record. The audited

balance sheet, as on 31^st March, 2014, of applicant/transferee company,

along with the report of the auditors, has also been filed.

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CA (M) 178/2015 Page 3 of 7

6. A copy of the Scheme of Arrangement has been placed on record

and the salient features of the Scheme have been incorporated and

detailed in the application and the accompanying affidavit. It is claimed

by the applicants that the proposed Scheme will economize

administrative costs of running two companies and will also achieve

better administration, operation and management by consolidation,

synchronization, synergization, and restructuring and to have optimum

and efficient utilization of capital, resources, assets and facilities. It is

further claimed that the proposed scheme will achieve better financial

structuring of the business, securitize the debts to lenders, banks,

financial institutions and stakeholders of the company.

7. So far as the share exchange ratio is concerned, the Scheme

provides that, upon coming into effect of this Scheme, the

applicant/transferee company shall issue and allot equity shares to the

shareholders of the transferor company in the following ratio:-

“0.447790 equity shares of Rs.10/- each of the transferee

company for every 01 equity share of Rs.10/- each held by the

shareholders in the transferor company.”

8. It has b