1995 (6) TMI 175 - HC - Companies Law

Issues Involved:
1. Transfer of Property, Rights, and Powers
2. Transfer of Debts, Liabilities, Duties, and Obligations
3. Continuation of Legal Proceedings
4. Filing of Schedule of Assets
5. Registration with Registrar of Companies
6. Report by Official Liquidator
7. Service of Report by Official Liquidator
8. Application for Dissolution without Winding Up
9. Liberty to Apply for Directions
10. Compliance with Court Order

Detailed Analysis:

1. Transfer of Property, Rights, and Powers:
The court ordered that all property, rights, and powers of NTCIL specified in Schedule 'B' (including Equity Shares in McLeod Russel (India) Limited allotted to NTCIL) be transferred from the Effective Date without further act or deed to WFSL. This transfer is pursuant to section 394(2) of the Companies Act, 1956, and shall vest in WFSL for all the estate and interest of NTCIL therein, subject to all charges affecting the same.

2. Transfer of Debts, Liabilities, Duties, and Obligations:
All debts, liabilities, duties, and obligations of NTCIL, excluding those already transferred to McLeod Russel (India) Limited, are to be transferred to WFSL from the Effective Date without further act or deed. These shall become the debts, liabilities, duties, and obligations of WFSL as per section 394(2) of the Companies Act, 1956.

3. Continuation of Legal Proceedings:
All proceedings, suits, and appeals pending by or against NTCIL shall be continued by or against WFSL. This ensures that the legal standing of ongoing matters is not disrupted by the transfer.

4. Filing of Schedule of Assets:
Leave is granted to the petitioner companies to file the Schedule of Assets of NTCIL within three weeks from the date of the order. This is crucial for documenting the assets being transferred.

5. Registration with Registrar of Companies:
NTCIL and WFSL are required to deliver a certified copy of the order to the Registrar of Companies, Assam, for registration within 30 days from the date of the order. This step is necessary for the legal formalization of the transfer.

6. Report by Official Liquidator:
The Official Liquidator attached to the court is directed to file a report under the second proviso to section 394(1) of the Companies Act, 1956, in respect of NTCIL within six weeks from the date of the order. This report is essential for the court to ensure that the transfer complies with statutory requirements.

7. Service of Report by Official Liquidator:
The Official Liquidator is ordered to serve a copy of the report to the Advocate for the petitioners after filing it with the court. This ensures transparency and keeps the petitioners informed about the progress.

8. Application for Dissolution without Winding Up:
WFSL is granted leave to apply for the dissolution of NTCIL without winding up after the filing of the report by the Official Liquidator. This facilitates the smooth conclusion of the amalgamation process.

9. Liberty to Apply for Directions:
Any person interested in the matter is at liberty to apply to the court for necessary directions. This provision allows for addressing any unforeseen issues that may arise during the implementation of the order.

10. Compliance with Court Order:
All parties are directed to act on a copy of the minutes of the order being served on them. This ensures that all involved parties are aware of and comply with the court's directives.

Conclusion:
The judgment meticulously outlines the process for the amalgamation of NTCIL with WFSL, ensuring compliance with the Companies Act, 1956, and safeguarding the interests of all stakeholders through detailed procedural directives. The transfer of assets, liabilities, and ongoing legal proceedings is structured to maintain continuity and legal integrity.

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