M/S. MADURA COATS LIMITEDversusM/S. MODI RUBBER LTD. & ANR.

                         [2016] 4 S.C.R. 615



                 MIS. MADURA COATS LIMITED                                 A
                                   v.
                MIS. MODI RUBBER LTD. & ANR.
                   (Civil Appeal No.1475 of2006)
                            JUNE 29, 2016                                  B

   [JAGDISH SINGH KHEHAR, MADAN B. LOKUR AND
                 C. NAGAPPAN, JJ.]
       Sick Industrial Co111panies (Special Provisions) Act, J985 -
ss. J5, 16 and 22 - Reference u/s. 15 - Jn respect of the company in
the process of winding up under Companies Act - Effect of - Held:
                                                                           c
Provisions of 1985 Act would prevail over Companies Act - Once
reference is registered and an enquiry initiated uls. 16, the provisions
of s. 22 would co111e into play - Company Court cannot proceed
further pending a final decision in the reference under J985 Act -
Jn the facts and circumstances of the case, appeal dismissed -             D
Companies Act, 1956.
      Dismissing the appeal, the Court
      HELD: 1. Different situations can arise in the process of
winding up a company under the Companies Act but whatever be
the situation, whenever a reference is made to the BIFR under · E
Sections 15 and 16 of the Sick Industrial Companies (Special
Provisions) Act, 1985 (SICA), the provisions of the SICA would
come into play and they would prevail over the provisions of the
Companies Act and proceedings under the Companies Act must
give way to proceedings under the SICA. [Para 27) [625-G-H]      F
      2. In the present case, there is no error in the view taken
by the High Court in concluding that the winding up proceedings
before the Company Court cannot continue after a reference has
been registered by the BIFR and an enquiry initiated under
Section 16 of the SICA. The provisions of Section 22 of the SICA           G
would come into play and that the Company Court could not
proceed further in the matter pending a final decision in the
reference under the SICA. [Para 28) [626-A-C]
       3. In view of the subsequent developments and the fact
that the appellant had participated before the BIFR and has taken          H
                               615
616            SUPREME COURT REPORTS                        [2016] 4 S.C.R.


A     its dues in terms of the rehabilitation scheme approved and
      sanctione~ by the BIFR, nothing really survives for consideration
      in this appeal. (Para 29) (626-C-D]
            Real Value Appliances Ltd. v. Canara Bank 1998 (3)
            SCR 170 : (1998) 5 SCC 554; Rishabh Agro Industries
B           Ltd. v. P.NB. Capital Service Ltd. 2000 (1) Suppl. SCR
            38 : (2000) 5 SCC 515; Tata Motors Ltd v.
            Pharmaceutical Products of India Ltd 2008 (9) SCR
            267 : (2008) 7 sec 619 - relied on.
            NGEF Ltd. v. Chandra Developers (P) Ltd. 2005 (3)
C           Suppl. SCR 747 : (2005) 8 SCC 219 - referred to.
                              Case Law Reference
            1998 (3) SCR 170                  relied on        Para7
            2000 (1) Suppl. SCR 38            relied on        Para8
D           2008 (9) SCR 267                  relied on        Para22
            2005 (3) Suppl. SCR 747           referred to      Para23
           CIVIL APPELLATE JURISDICTION. : Civil Appeal No. 1475
      of2006.
E           From the Judgment and Order dated 20.05.2004 in Special Appeal
      No. 420 of2004 passed by the High Court of Judicature at Allahabad.
             Shekhar Naphade, Sr. Adv., Ms. Shubhangi Tuli, Ms. Astha Deep,
      Shivaj i M. Jadhav, Advs. for the Appellant.
           Dr. A. M. Singhvi, K. V. Vishwanathan, Sr. Advs., Atishi Dipankar,
 F    Amit Bhandari, P. N. Gupta, Mrs. Bharti Gupta, Ad vs. for the
      Respondents.
            The Judgment of the Court was delivered by
             MADAN B. LOKUR, J. I. The appellant (Madura Coats) is
      aggrieved by the judgment and order dated 20th May, 2004 passed by
G
      the Division Bench of the Allahabad High Court in Special Appeal No.
      420 of2004. By the impugned judgment and order the Division Bench of
      the High Court allowed the Special Appeal of the respondent and stayed
      further proceedings before the Company Court consequent upon a
      winding up order passed against the respondent (Modi Rubber) till a
H     final decision is taken on a reference made by Modi Rubber to the Board
 M/S. MADURA COATS LTD. v. M/S. MODI RUBBER LTD. &                         617
            ANR. [MADAN B. LOKUR, J.]

for Industrial and Financial Reconstruction.                               A
       2. Company Petition No. I of2002 was filed by Madura Coats in
the Allahabad High Court for winding up Modi Rubber on the allegation
that Modi Rubber was unable to pay its huge undisputed debts. Notice
was issued in the Company Petition to Modi Rubber who entered
appearance but took several adjournments in the matter on one pretext       B
or the other including furnishing the schedule for repayment of the
admitted dues to the creditors, an arrangement being worked out with
Apollo Tyres Ltd. and various other reasons.
       3. Eventually, after two years of adjournments, the Company
Court declined to grant any further adjournment to Modi Rubber. · c
Accordingly, on a consideration of the material on record and after
hearing learned counsel for the parties, the Company Court passed an
order on 12th March, 2004 holding that Modi Rubber was unable to pay
its undisputed debts and that it was just and equitable that the company
be wound up. An Official Liquidator was appointed to take charge of
the assets of the company and to submit a report along with the inventory. D
      4. Feeling aggrieved by the winding up order, Modi Rubber
preferred an appeal before the Division Bench of the High Court which
was allowed by the impugned judgment and order.
       5. Before the Division Bench it was brought out for the first time E
that on 6th December, 2003 the Board of Directors of Modi Rubber had
passed a resolution to file a reference before the Board oflndustrial and
Financial Reconstruction (for short 'the BIFR') under the provisions of .
the Sick Industrial Companies (Special Provisions) Act, 1985 (for short
'the SICA').
                                                                            F
       6. Pursuant to the aforesaid resolution, an application was made
by Modi Rubber to the BIFR on 3rd February, 2004 which was received
by the BIFR on 4th February, 2004. Thereafter, the application was
scrutinized and on 17th March, 2004 the reference made by Modi Rubber
was registered as Case No. 153 of2004. It will be seen that while the
application for making a reference was sent to the BIFR before the          G
winding up order was passed by the Company Court, the reference was
actually registered after the winding up order was passed by the Company
Court.
      7. On these broad facts, it was contended by Modi Rubber before
the Division Bench that in view of the decision of this Court in Real      H
618            SUPREME COURT REPORTS                          [2016] 4 S.C.R.


A     Value Appliances Ltd. v. Ct1nt1ra Bank' on filing an application before
      the BIFR, all proceedings in respect of the company ought to have been
      stayed in terms of Section 22 of the SICA. Consequently, even the
      Division Bench of the High Court could not have decided the appeal
      filed by Modi Rubber. This contention was rejected by the High Court
      and it was held that the crucial date for a stay of proceedings under
B
      Section 22 of the SICA is the date on which the reference is registered
      with the BIFR and not the date on which an application for reference is
      filed.
              8. However, the High Court took into consideration the subsequent
      events namely the fact of registration of the reference and relying upon
c     Rislmblz Agro Industries Ltd. v. P.N.B. Ct1pital Service Ltd. 2 it was
      held that Modi Rubber was now entitled to the benefit of the provisions
      of Section 22 of the SICA. It was also held that a winding up order
      passed under the Companies Act, 1956 (for short 'the Companies Act')
      is not the culmination of the proceedings pending before the Company
D     Court. The final order to be passed in the winding up proceedings is an
      order of dissolution of the company under Section 481 of the Act.
            9. Under the circumstances, the High Court set aside the winding
      up order passed by the Company Court and further directed that the
      proceedings before him shall remain in abeyance till the disposal of
E     proceedings before the authorities under the SICA.
            10. Leave to appeal against the judgment and order of the High
      Court was granted on 24th Februal)', 2006 and the following order passed:
            "Leave granted.
                 Whether the Board oflndustrial and Financial Reconstruction
F           should entertain a reference made by a sick company in terms of
            Section 15 of the Sick Industrial Companies (Special Provisions)
            Act, 1985, ('SICA') after the company had already been directed
            to be wound up by a Company Judge in a matter which was
            pending before the Court for 2 years, vis-a-vis Section 22 of the
            Act is in question in this appeal, which arises out of the judgment
G
            and order dated 20.05.2004 passed by the Divi.sion Bench of the
            High Court of Judicature at Allahabad in Special Appeal No. 420/
            2004. Our attention has been drawn to a Division Bench decision
            of this Court in RishabhAgro Industries Ltd. v. P.N.B. Capital
      1
        (1998) 5 sec 554
H     ' (2000) 5 sec 515
 MIS. MADURA COATS LTD. v. MIS. MODI RUBBER LTD. &                           619
                  ANR. [MADAN B. LOKUR, J.]

      Services Ltd., (2000) 5 SCC 515, wherein this Court opined             A
      that the reference in terms of Section 15 of SICA can be made
      even after passing of the winding up order. The correctness of
      the ratio of the said decision has been questioned before us. We
      are inclined to think that there is merit in the challenge to the
      correctness of the view taken therein. We are also of the opinion
                                                                             B
      that the proposition oflaw stated in the said decision of this Court
      may require reconsideration having regard to Section 20 of the
      Act and the object and scope of SICA vis-a-vis the provisions of
      the Companies Act. We are, therefore, of the opinion that the
      matter be referred to a larger Bench. Let the recorcls of the case
      be placed before Hon'ble the Chief Justice oflndia for constitution     c
      of a larger Bench.
      Hearing of the appeal is expedited. Liberty to mention."
      It is under these circumstances that this appeal has been placed
before us for consideration.
       11. During the hearing of this appeal, further facts were placed       D
before us. It was pointed out that the reference made by Modi Rubber
to the BIFR was challenged by Madura Coats by filing Civil Misc. Writ
Petition No. 17870 of 2004 in the Allahabad High Court. A view was
taken by the High Court in its order dated 10th May, 2004 that the writ
petition was premature and the maintainability of the reference could be
                                                                              E
raised by Madura Coats before..,the BIFR. Under the circumstances,
the High Court did not consider it proper to entertain the writ petition
which was accordingly dismissed.
       12. Following upon the order passed by the High Court, Madura
Coats moved an application before the BIFR on or about 12th January,
                                                                              F
2006 in which it was prayed that Madura Coats be impleaded as a party
in the proceedings and that its dues with interest thereon be included as
a pressing creditor in the rehabilitation scheme. It is not clear whether
any formal order was passed imp leading Madura Coats in the proceedings
before the BIFR, but in any event, it does appear from the record that
Madura Coats participated in the proceedings before the BIFR.                 G
       13. We were told by learned counsel for Modi Rubber that before
the BIFR a Draft Rehabilitation Scheme (DRS) for r~vival of the company
was filed and advertised on 18th January, 2008. In connection with the
DRS, the summary record of proceedings of the BIFR of 8th April, 2008
                                                                              H
620             SUPREME COURT REPORTS                              [2016] 4 S.C.R.



A     notes the presence of the advocate for Madura Coats in paragraph 7.20
      and records the submission that Madura Coats does not agree for a
      settlement at 30% of the admitted amount as proposed. The BIFR also
      noted in paragraph 7.38.1 that objections to the DRS were raised by
      some employees, unsecured creditors and a few governments/
      government agencies. It was also noted that unsecured creditors have
B
      to fall in line with the provisions of the rehabilitation scheme in the interest
      ofrevival ofModi Rubber.
              14. Paragraph 7.38.1 of the summary record of proceedings read
      as follows:-

c            "7 .38. I Objections were raised by some employees, unsecured
             creditors and a few Governments/Government agencies. It is
             very important that the interest of the employees is safeguarded
             and employment is protected while reviving the company. The
             terms for settlement of the dues of the workers should not be
             inferior to the terms offered for settlement of the dues of the
D            secured creditors. Unsecured creditors have to fall in line with
             the provisions of the rehabilitation scheme in the interest ofrevival
             of the company in respect of Government/Government agencies
             who objected to the DRS, the words "to consider" have to be
             stipulated in the DRS. DB and Arsec (I) Ltd., the two secured
E            creditors who raised objections have agreed to settle the matter
             with the company."
             15. The BIFR finally issued certain directions, one ·of which was
      sanctioning the rehabilitation scheme under Section 19(3) and I 9( 4) of
      SICA for implementation by all concerned. As far as the unsecured
 F    creditors are concerned (and this includes Madura Coats), the
      rehabilitation scheme provided for acceptance of the outstanding dues
      as per one of the following three options:
             "a) To accept 30% of the principal outstanding as full and final
             payment. The payment shall be made within 3 months of the
G            sanction of the scheme by the BIFR; or
             b) To accept 40% of the principal outstanding as full the final
             payment. The payment shall be made in 3 equal annual installments
             from the cut off date (i.e. 31.03.2008). The first installment shall
             be payable within 3 months of the sanction of the scheme by the
             BIFR; or
H
 M/S. MADURA COATS LTD. v. M/S. MODI RUBBER LTD. &                              621
            ANR. [MADAN B. LOKUR, J.]

      c) To accept 50 % of the principal outstanding as full and final          A
      payment. The payment shall be made in one go at the end of 3rd
      year from the sanction of the Scheme by the BIFR."
      We were told that Madura Coats did not challenge the
rehabilitation scheme.
                                                                                 B
       16. Under the circumstances, Modi Rubber addressed a letter to
Madura Coats on 3rd September, 2008 informing the approval and
sanction of the rehabilitation scheme by the BIFR and indicating the
three options available to Madura Coats for clearing the outstanding
dues. It seems that no reply was received by Modi Rubber to this
communication. Accordingly, Modi Rubber sent another communication               c
to Madura Coats on 12th August, 2011 reminding it to accept the
settlement. In this communication, it was also mentioned tnat one raw
material supplier had challenged the settlement terms by filing an appeal
before the Appellate Authority for Industrial and Financial Reconstruction
but that it had Jost in the appeal.
                                                                                 D
       17. Learned counsel for Modi Rubber brought to our notice a
few orders passed by the Company Court after the approval and sanction
of the rehabilitation scheme. These orders which have been placed on
record suggest that Modi Rubber was willing to pay the dues to Madura
Coats in terms of the rehabilitation scheme and that the liability, according
to Modi Rubber was Rs. 2.73 crores while according to Madura Coats               E
the liability was more than Rs. 4.00 crores. By an order dated 16th
November, 2011 Modi Rubber was directed by the Company Court to
pay an amount of Rs. 1.50 crores to Madura Coats within one month.
This payment of more than 50% of the dues was made to Madura Coats
by a cheque on 15th December, 2011. We were told by learned counsel              F
for Modi Rubber that the cheque was encashed by Madura Coats on
 19th December, 2011.
       18. The correctness of the impugned judgment and order will
need to be tested on these facts and the law placed before us in
connection with the reference made to the larger Bench. On hearing               G
learned counsel for the parties on these facts, we are of the opinion that
different situations can arise in the interplay between the Companies
Act and the SICA in the matter of winding up of a company and these
situations have already been dealt with by this Court at one time or
another.
                                                                                 H
622            SUPREME COURT REPORTS                          [2016] 4 S.C.R.



A            19. One such situation is where winding up proceedings are pending
      and a reference is made to the BIFR. This situation occurred in Real
      Value where winding up proceedings were pending and the appointment
      of a provisional liquidator was under challenge. At that stage, steps
      were taken by Real Value for making a reference under Section 15 of
      the SICA to the BIFR. Under these circumstances, one of the questions
B
      agitated for consideration by this Court was whether on the registration
      of a reference, the Division Bench of the High Court.could pass orders
      in an appeal against an interim order passed by the Company Court.
             20. While referring to the provisions of the SICA, this Court
      concluded that once a reference is registered after scrutiny, it is
c     mandatory for the BIFR to conduct an enquiry. It was also held that the
      SICA is intended to revive and rehabilitate a sick industry before it can
      be wound up under the Companies Act. The legislative intention is to
      ensure that no proceedings against the assets of the company are taken
      before any decision is taken by the BIFR because ifthe assets are sold
D     or the company is wound up, it may become difficult to later restore the
      status quo ante. It was held that it is for this reason that the enquiry
      under Section 16 of the SICA must be treated to have commenced as
      soon as the registration of the reference is completed after scrutiny and
      that action against the company's assets must remain stayed in view of
      Section 22 of the SICA till a final decision is taken by the BIFR. This is
E     what this Court said in paragraph 23 of the Report:
            "It is argued that if the reference before the BIFR is only at the
            stage of registration under Section 15, then Section 22 is not
            attracted. This contention, in our opinion, has no merit. In our
            view, when Section 16( 1) says that the BIFR can conduct the
            inquiry "in such manner as it may deem fit", the said words are
            intended only to convey that a wide discretion is vested in the
            BIFR in regard to the procedure it may follow for conducting an
            inquiry under Section 16(1) and nothing more. In fact, once the
            reference is registered after scrutiny, it is, in our view, mandatory
            for the BIFR to conduct an inquiry. If one looks at the format of
G           the reference as prescribed in the Regulations, it will be clear that
            it contains more than fifty columns regarding extensive financial
            details of the Company's assets, liabilities, etc. Indeed, it will be
            practically impossible for the Bl FR to reject a reference outright
            without calling for information/documents or without hearing the
H           Company or other parties. Further, the Act is intended to revive
 M/S. MADURA COATS LTD. v. MIS. MODI RUBBER LTD. &                            623
            ANR. [MADAN 8. LOKUR, J.]

       and rehabilitate sick industries before they can be wound up under     A
       the Companies Act, 1956 ....... It is also the legislative intention
       to see that no proceedings against the assets are taken before
       any such decision is given by the BIFR for in case the Company's
       assets are sold, or the Company wound up it may indeed become
       difficult later to restore the status quo ante. Therefore, in our
                                                                               B
       view, [the High Court of Allahabad, the High Court of Andhra
       Pradesh and the High Court of Himachal Pradesh] are right in
       rejecting such a contention and in holding that the inquiry must be
       treated as having commenced as soon as the registration of the
       reference is completed after scrutiny and that from that time,
       action against the Company's assets must remain stayed as stated        c
       in Section 22 till final decisions are taken by the BIFR."
       21. This Court also referred to the Regulations framed under the
SICA and in connection therewith it was held that after the amendment
of Regulation 19 with effect from 24th March, 1994 once a reference is
registered and it becomes mandatory to simultaneously call for information     D
or documents from the informant and such a direction is given, then an
enquiry under Section 16(1) of the SICA must, for the purposes of Section
22 thereof, be deemed to have commenced. This is what this Court held
in paragraph 30 of the Report:
       "There can, therefore, be no difficulty in holding that after the
       amendment to Regulation 19 w.e.f. 24-3-1994, once the reference         E
       is registered and when once it is mandatory simultaneously to
       call for information/documents from the informant and such a
       direction is given, then inquiry under Section 16( 1) must- for the
       purposes of Section 22 - be deemed to have commenced. Section
       22 and the prohibitions contained in it shall immediately come into     F
       play."
       22. Another facet of this situation is when proceedings are pending
both before the BIFR and the Company Court but no order of winding
up has been passed against the company, In such a situation (though we
are not directly concerned with it) this Court took the view in Tata Motors
                                                                               G
Ltd v. Plzarmaceutica/ Products of India Ltd 3 that the provisions of
SICA would prevail over the provisions of the Companies Act. In that
case a scheme of rehabilitation of the company was prepared and
presented before the High Court under Section 391 of the Companies
Act while proceedings were pending before the Appellate Authority for
'(2008) 1 sec 619                                                             H
624             SUPREME COURT REPORTS                           [2016] 4 S.C.R.



A     Industrial and Financial Reconstruction (AAIFR) under the SICA. The
      High Court approved the scheme of compromise and arrangement and
      in view of the order of the High Court the AAIFR also approved the
      scheme. This Court relied upon NGEF Ltd. v. Clumdra Developers·- '
      (P) Ltd. -1 to conclude that the Company Court and the BIFR do not
      exercise concurrent jurisdiction. "Till the company remains a sick company
B
      having regard to the provisions of sub-section ( 4) of Section 20 [of the
      SICA], ~IFR alone shall have jurisdiction as regards sale of its assets till
      an order of winding up is passed by a Company Court." Since the
      provisions of the SICA would prevail over the Companies Act, this Court
      held thatthe High Court could not have exercised jurisdiction and approved
      the scheme of compromise and arrangement prepared under Section
      391 of the Companies Act.
            23. Another situation is where a winding up order is passed by
      the Company Court but it is stayed in appeal. In Risliabh Agro the
      company was ordered to be wound up but this order was stayed by the
D     Division Bench of the concerned High Court. Thereafter the company
      made a reference to the BIFR under Section 15 of the SICA.
             24. Under these circumstances, one of the contentions urged by
      learned counsel for the respondents in that case was that an unscrupulous
      litigant, after suffering an order of winding up, could approach the BIFR
E     and get the winding up proceedings stayed. This Court observed that
      such a grievance might be justified but if a provision of law is misused
      and subjected to abuse of the process of law, it is for the Legislature to
      take appropriate steps.
             25. With regard to the merits of the controversy before it, this
F     Court took the view that it could not be said that the provisions of Section
      22 of the SICA would not be attracted after an order of winding up is
      passed. While referring to this Section it was held that there was no
      doubt that the provision would be applicable even after the winding up
      order is passed and no proceedings even thereafter could be taken under
      the Act. It was noted that a winding up order passed under the Act is not
G     the culmination of the proceedings before the Company Court but is in
      effect the commencement of the process which ultimately would result
      in the dissolution of the company in terms of Section 481 of the Act. This
      is what this Court had to say in paragraphs 9 and 11 of the Report:

      • t2oos) s sec 219
H
 M/S. MADURA COATS LTD. v. M/S. MODI RUBBER LTD. &                              625
            ANR. [MADAN B. LOKUR, J.]

      "9. It is true that for invoking the applicability of Section 22 it has   A
      to be established that an inquiry under Section 16 is pending or
      any scheme referred to under Section I 7 is under preparation or
      sanctioned scheme is under implementation or an appeal under
      Section 25 to an industrial company is pending. But it cannot be
      said that despite the existence of any of the aforesaid exigencies
                                                                                 B
      the provision of Section 22 would not be attracted after the order
      of winding up of the company is passed. The words
         "no proceeding for winding up of the industrial company or for
         execution, distress or the like against any of the properties of
         the industrial company or for the appointment of receiver in
         respect thereof shall lie or be proceeded with further",
                                                                                 c
      leave no doubt in our mind that the effect of the section would be
      applicable even after the winding-up order is passed as no
      proceeding even thereafter can be proceeded with further under
      the Companies Act. The High Court appears to have not taken
      note of the aforesaid words i.e. to be proceeded with further.             D
      As the impugned judgment is based upon wrong assumption of
      the provision oflaw and completely ignoring the vital words noticed
      hereinabove, the same cannot be sustained.
      10.xxxxx
      11. It may also be noticed that winding-up order passed under the          E
      Companies Act is not the culmination of the proceedings pending
      before the Company Judge but is in effect the commencement of
      the process. The ultimate order to be passed in such a petition is
      the dissolution of the Company in terms of Section 481 of the
      Companies Act."                                                            F
      26. In view of the above, this Court was ofopinion that the interim
order passed by the High Court after the reference was registered by
the BIFR could not be sustained and deserved to be set aside.
       27. From the above it is quite clear that different situations can
arise in the process of winding up a company under the Companies Act             G
but whatever be the situation, whenever a reference is made to the
BIFR under Sections 15 and 16 of the SICA, the provisions of the SICA
would come into play and they would prevail over the provisions of the
Companies Act and proceedings under the Companies Act must give
way to proceedings under the SICA.
                                                                                 H
626            SUPREME COURT REPORTS                         [2016] 4 S.C.R.


A            28. In this state of the law, in so far as the present appeal is
      concerned, we do not find any error in the view taken by the High Court
      in concluding that the winding up proceedings before the Company Court
      cannot continue after a reference has been registered by the BIFR and
      an enquiry initiated under Section 16 of the SICA. The present appeal is
      squarely covered by the primacy given to the provisions of the SICA
B
      over the Companies Act as delineated in Real Value, Rislmblt Agro
      and Tata Motors. Consequently, the High Court was right in concluding
      that the provisions of Section 22 of the SICA would come into play and
      that the Company Court could not proceed further in the matter pending
      a final decision in the reference under the SICA.
c            29. Quite apart from the above, we are also of opinion that in
      view of the subsequent developments and the fact that Madura Coats
      had participated before the BIFR and has taken its dues in terms of the
      rehabilitation scheme approved and sanctioned by the BIFR, nothing
      really survives for consideration in this appeal. Strictly speaking, we
D     have merely undertaken an academic exercise pursuant to a reference
      made to a larger Bench.
             30. As far as the reference is concerned we are of the view that
      Real Value and Rislwbh Agro do not require any reconsideration. Tata
      Motors was decidi>d by a Bench of three Judges and we see no reason
 E    to differ from the view taken therein that the provisions of SICA prevail
      over the provisions of the Companies Act.
            31. The appeal is without merit and is dismissed.
      Kalpana K. Tripathy                                       Appeal dismissed.

 F