1995 (3) TMI 342 - HC - Companies Law

Issues Involved:
1. Sanction of the Scheme of Arrangement between the Transferor Company and the Transferee Company.
2. Transfer and vesting 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 the court order to the Registrar of Companies.
7. Liberty to apply for further directions.
8. Actions on the court order's minutes.

Issue-wise Detailed Analysis:

1. Sanction of the Scheme of Arrangement:
The High Court of Gauhati sanctioned the Scheme of Arrangement between the Transferor Company (Tea Beverages & Allied Industries Limited) and the Transferee Company (B & A Plantations and Industries Limited). The scheme, effective from April 1, 1994, was declared binding on both companies and their shareholders. The court confirmed that all procedural requirements, including notices and advertisements, were duly complied with, and no objections were raised by the Regional Director, Company Law Board.

2. Transfer and Vesting of Properties, Rights, and Interests:
The court ordered that all properties, rights, and interests of the Transferor Company related to the Lohpohia Tea Estate, excluding Retained Assets, be transferred to the Transferee Company from the Effective Date. This transfer includes all agricultural lands, buildings, machinery, and other assets, as specified in Schedule 'B'. The transfer is pursuant to Section 394(2) of the Companies Act, 1956, and is subject to all existing charges.

3. Transfer of Debts, Liabilities, Duties, and Obligations:
All debts, liabilities, duties, and obligations of the Transferor Company related to the Lohpohia Tea Estate, excluding liabilities for unclaimed dividends and provision for taxation up to the Effective Date, were ordered to be transferred to the Transferee Company. These transferred liabilities will become the responsibilities of the Transferee Company as per Section 394(2) of the Companies Act, 1956.

4. Continuation of Legal Proceedings:
The court directed that all pending legal proceedings involving the Transferor Company related to the Lohpohia Tea Estate be continued by or against the Transferee Company. This ensures that the Transferee Company assumes all legal responsibilities and can continue to pursue or defend any ongoing litigation.

5. Filing of Schedule of Assets:
The petitioner companies were granted leave to file the Schedule of Assets of the Transferor Company within three weeks from the date of the order. This schedule includes a detailed description of the assets to be transferred as part of the Scheme of Arrangement.

6. Delivery of Court Order to Registrar of Companies:
The Transferor and Transferee Companies were ordered to deliver a certified copy of the court order to the Registrar of Companies, Assam, within 30 days for registration. This step is crucial for the formal recognition and implementation of the Scheme of Arrangement.

7. Liberty to Apply for Further Directions:
The court granted liberty to any interested person to apply for further directions as necessary in relation to the Scheme of Arrangement. This provision allows for addressing any future issues or clarifications required for the effective implementation of the scheme.

8. Actions on the Court Order's Minutes:
All parties involved were directed to act on a copy of the minutes of the court order being served on them. This ensures that all relevant parties are informed and can take the necessary actions to comply with the court's directives.

Conclusion:
The High Court of Gauhati approved the Scheme of Arrangement between the Transferor Company and the Transferee Company, facilitating the transfer of the Lohpohia Tea Estate and associated liabilities. The court's directives ensure a smooth transition and provide mechanisms for addressing any future issues related to the scheme.

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