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2015 Supreme(Kar) 48
IN THE HIGH COURT OF KARNATAKA AT BENGALURU
RAVI MALIMATH, J.
United Spirits Limited - Petitioner
Vs.
Nil - Respondent
COMPANY PETITION NO.170 OF 2014
Decided on: 19TH FEBRUARY 2015
Sri Vivek Holla, Advocate for M/s. Holla & Holla, Advocates
Smt. Sowbhagya N.A., CGC for ROC
Headnote:COMPANIES ACT, 1956 - Sections 391 - 394 & 180: [Ravi Malimath, J] - Petition for sanction of Scheme of arrangement - Applicability of provisions of Act - Held, Sections 391 to 394 being complete Code in itself, it necessarily has precedence over other provisions of Act. Sanction of Company Court being sought in terms of Sections 391 to 394, non-compliance of Section 180 cannot be said to running contrary to provisions of Sections 391 to 394 as provisions of these sections would have precedence over other provisions of Act. Section 180 of Act would not be applicable. Only Sections 391 to 394 would be applicable.
Approval of Company Court required in Case of slump sale as provisions of Sections 391 to 394 are attracted.
COMPANIES ACT, 1956 - Sections 391 to 394: [Ravi Malimath, J] Sanction for Scheme of arrangement - Non-compliance with provisions of Section 180 - Held, Sections 391 to 394 would have precedence over other provisions of Act. Hence, non-compliance with provisions of Section 180 would not run contrary to provisions of Sections 391 to 394.
This petition is filed seeking for sanction of the scheme of arrangement vide Annexure-A to the petition. The petitioner is the transferor company which was incorporated on 31st March, 1999 under the name and style “McDowell Spirits Limited”. The name of the Company was subsequently changed as “McDowell & Company Ltd. vide Fresh Certificate of Incorporation dated 12th April, 2001 and to the present name vide Fresh Certificate of Incorporation dated 17th October, 2006. The main objects of the petitioner Company is to manufacture alcohol, rectified spirit, potable and industrial alcohol., to manufacture brew, distill blend, compound, prepare, process, render potable or marketable all sorts of liquors, wines spirits and beers, to carry on all or any of the business of malt factors, general and wine spirits merchants, either as exporters or importers and distilleries, commission agents etc. The particulars of the issued subscribed and paid up share capital of the petitioner Company as on 31st March, 2013 is as follows;
| Particulars | Rupees |
| Authorised Share capital |
|
| 395,000,000 Equity Shares of Rs.10/- each | 3950,000,000/- |
| 159,200,000 Preference Shares of Rs.10/- each | 1592,000,000/- |
| Issued, Subscribed and paid-up |
|
| Total | 5542,000,000/- |
| Particulars | Rupees |
| Issued, Subscribed and Paid up Share Capital |
|
| 130,794,968 Equity Shares of Rs.10/- each fully paid up | 1307,949,680/- |
|
| 1307,949,680/- |
Subsequent to 1st April, 2013, the issued, subscribed and paid-up share capital of the Petitioner Company has changed and the share capital as on 1st November, 2013 of the Petitioner Company is as under:
| Particulars | Rupees |
| Authorised Share capital |
|
| 395,000,000 Equity Shares of Rs.10/- each | 3950,000,000/- |
| 159,200,000 Preference Shares of Rs.10/- each | 1592,000,000/- |
| Total | 5542,000,000/- |
| Particulars | Rupees |
| Issued, Subscribed and Paid-up Share Capital |
|
| 145,327,743 Equity Shares of Rs.10/- each fully paid up | 1453,277,430/- |
|
| 1453,277,430/- |
In the meeting of the Board of Directors of the Company held on November, 8th, 2013, the scheme of arrangement in terms of Annexure-F to the petition was approved. The Bombay Stock Exchange, has given no objection for approving the scheme on 24th March, 2014 vide Annexure-H. The National Stock Exchange and the Bangalore Stock Exchange have given their no objection on 25th March, 2014 and 12th December, 2013, respectively vide Annexure-J and K. The Securities and Exchange Board of India gave its consent on 21st March, 2013 vide Annexure-P to the petition. The Competition Commission of India has approved the scheme by its order dated 26.12.2013 vide Annexure-Q.
2. The transferee Company has its registered office at No.9, Old No.5, Chinnaiah Street, T. Nagar, Chennai-600 017. The Company was incorporated on September 6, 1990 with the Registrar of Companies. The name of the Company was changed to Enrica Enterprises on 18-11-2017. The registered office was shifted from Andhra Pradesh to Tamil Nadu by a special Resolution dated 28-2-2007 which was confirmed by the Company Law Board by its order dated 27-7-2007. The authorized, issued, subscribed and paid up capital of the Company is as follows:
| Particulars | Rupees |
| Authorised capital |
|
| Rs.1,50,000/- Equity Shares of Rs.10/- each | 15,00,000/- |
| Total |
|
| Issued, Subscribed and paid-up |
|
| Rs.1,50,000/- Equity shares of Rs.10/- each fully paid up | 15,00,000/- |
| Total | 15,00,000/- |
3. The main objects of the Company is to manufacture all kinds of beverages, oil seeds to carry on business of bottlers, canners etc. The Transferee Company had filed Company petition No.2/2014 before the High Court of Madras. By the order dated 31.7.2014 the scheme was sanctioned.
4. This Hon’ble Court by its order
