JOHN DISTILLERIES PRIVATE LILMITED Vs. STATE OF MAHARASHTRA

JUDGEMENT

(1.) By this writ petition filed under Articles 226 and 227 of the Constitution of India, the petitioners have challenged the order dtd. 23/8/2018. They have also questioned the earlier orders dtd. 6/5/2011 and 11/5/2011 passed by the respondents, on the basis of which the impugned order came to be passed.

(2.) The facts leading to the present petition, as stated by the petitioners, are these. A Scheme of Arrangement between the company earlier known as Chitali Distillery Limited and the petitioners was approved by this Court as well as the High Court of Karnataka under Ss. 391 to 394 of the Companies Act, 1956. Under the approved scheme, Chitali Distillery Limited was merged with the petitioner company. Before the merger, Chitali Distillery Limited was wholly owned by the Government of Maharashtra, respondent No.1. The company was holding a licence in Form 'I' under the Maharashtra Distillation of Spirit and Manufacture of Potable Liquor Rules and also a licence in Form 'PLL' for manufacture of potable liquor.

(3.) Around July 2008, the Government of Maharashtra invited tenders for disinvestment of Chitali Distillery Limited by selling its entire shareholding. The petitioners took part in the auction and became the highest bidder. They purchased the entire shareholding of Chitali Distillery Limited under a Share Purchase Agreement dtd. 10/7/2008 by paying Rs.28,75,39,715.25. As a result, Chitali Distillery Limited became a wholly owned subsidiary of the petitioner company. Thereafter, a Scheme of Arrangement providing for amalgamation of the transferor companies with the transferee company was sanctioned by this Court. The relevant clauses of the Scheme read as under: