UB NIZAM BREWERIES PVT LTD Vs. STATE

JUDGEMENT

(1.) IN this application, the applicant-company is seeking for dispensation for convening of meeting of equity shareholders, preference shareholders and unsecured creditors of applicant-company by invoking Section 391 of the Companies Act, 1956 (for short, the Act).

(2.) IT is contended that applicant-company was incorporated on 14-9-2005 as Pearl Breweries Pvt. Ltd., which was subsequently changed to Asia Pacific Breweries-Pearl Private Ltd., with effect from 29-9-2006 and subsequently to the present name viz., UB Nizam Breweries Pvt. Ltd., with effect from 21-5-2010, as reflected in the certificate of incorporation found in the Memorandum of Association and Articles of Association, appended to the application as per Annexure-B to the application. The objects of applicant-company as envisaged under the memorandum of association is to carry on business of bottlers, preservers, processors, coopers, canners, brewers, distillers, dehydrators, rectifiers, mythylatores, malsters, manufacturers, exports and dealers in beer, ale, stout, porter, wines, brandies, olders, spirits, aerated water, mineral water, liquors of every descriptions including Indian made foreign liquors, country liquors, by products therefrom, foreign extracts of fruits, tonics, vilemine beverages, flavoured drinks, yeast nectors, punch, vinegars, acids, molasses, barley malt, malt products, malt hops, which may be conveniently used or manufactured in conjunction with any of the above business. A perusal of the Memorandum of Association and Articles of Association would reflect that it enables applicant-company as per clause-III(B)(1), for merging with other companies. Pursuant to the same, a scheme of amalgamation is said to have been propounded by applicant-company as per scheme of amalgamation appended to the application at Annexure-A, where under, it is seeking to amalgamate with UB Ltd., a company incorporated under the Act and having its registered office at UB Tower, UB City, 24, Vital Mallya Road, Bangalore-560 001 (transferee company).

(3.) IT is stated by applicant-company that there are no secured creditors as on 31-3-2010 as per certificate issued by Chartered Accountants of applicant-company dated 6-4-2011 [Annexure-K] and this fact is also fortified and evidenced from balance sheet produced by applicant-company as per Annexure-E, wherein under the column 'loan fund', secured loans have been depicted as 'nil'.