1995 (1) TMI 267 - HC - Companies Law

Issues Involved:
1. Confirmation of the Scheme of Amalgamation.
2. Transfer of properties, rights, and interests.
3. Transfer of debts, liabilities, duties, and obligations.
4. Continuation of legal proceedings.
5. Filing of Schedule of Assets.
6. Delivery of certified copy of the order to the Registrar of Companies.
7. Report by the Official Liquidator.
8. Dissolution without winding up of MLFSL.
9. Liberty for interested parties to apply for necessary directions.
10. Compliance with the order by all parties.

Detailed Analysis:

1. Confirmation of the Scheme of Amalgamation:
The Court sanctioned the Scheme of Amalgamation set forth in Annexure 'A' of the petition, declaring it binding with effect from April 1, 1994, on Macneill Financial Services Limited (MFSL), Macneill Leasing And Financial Services Limited (MLFSL), and Makum Tea Co. (India) Limited (the Transferee Company), and their shareholders and all concerned.

2. Transfer of Properties, Rights, and Interests:
The Court ordered that all properties, rights, and interests of MFSL and MLFSL, as specified in Schedule 'B' and Schedule 'C', be transferred to the Transferee Company without further act or deed. This transfer is pursuant to section 394(2) of the Companies Act, 1956, and includes all respective estates and interests of MFSL and MLFSL, subject to all existing charges.

3. Transfer of Debts, Liabilities, Duties, and Obligations:
All debts, liabilities, duties, and obligations of MFSL and MLFSL were ordered to be transferred to the Transferee Company from the effective date, without further act or deed. These will become the debts, liabilities, duties, and obligations of the Transferee Company as per section 394(2) of the Companies Act, 1956.

4. Continuation of Legal Proceedings:
The Court ordered that all pending proceedings, suits, and appeals by or against MFSL and/or MLFSL be continued by or against the Transferee Company.

5. Filing of Schedule of Assets:
Leave was granted to the petitioner companies to file the respective Schedule of Assets of MFSL and MLFSL within three weeks from the date of the order.

6. Delivery of Certified Copy of the Order:
MFSL, MLFSL, and the Transferee Company were ordered to deliver a certified copy of this order to the Registrar of Companies concerned for registration within 30 days after the date of the order.

7. Report by the Official Liquidator:
The Official Liquidator attached to the Court was ordered to file a report under the second proviso to section 394(1) of the Companies Act, 1956, in respect of MLFSL within six weeks from the date of the order. Additionally, the Official Liquidator was to serve a copy of this report to the Advocate for the petitioners after filing it with the Court.

8. Dissolution Without Winding Up of MLFSL:
Leave was granted to the Transferee Company to apply for the dissolution without winding up of MLFSL after the filing of the report by the Official Liquidator.

9. Liberty for Interested Parties to Apply:
The Court provided that any interested person shall be at liberty to apply to the Court in the above matter for such directions as may be necessary.

10. Compliance with the Order:
All parties were ordered to act on a copy of the minutes of this order being served on them.

Conclusion:
The High Court of Gauhati confirmed and sanctioned the Scheme of Amalgamation of MFSL and MLFSL with Makum Tea Co. (India) Limited, effective from April 1, 1994. The order included detailed provisions for the transfer of properties, liabilities, and continuation of legal proceedings, filing of assets, and compliance with statutory requirements. The Court also provided for the dissolution of MLFSL without winding up, contingent on the filing of the Official Liquidator's report.

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