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TMI Blog1995 (1) TMI 267X X X X Extracts X X X X X X X X Extracts X X X X ..... r the petitioners who states that notice has been duly served on the Regional Director, The Company Law Board, Calcutta and Notice of hearing has been duly advertised in " The Assam Tribune" and the "Azir Asom" as ordered by this Court on 5th December, 1994 and that all the aforesaid directions have been faithfully complied with, Shri K.N. Choud-hury, the Senior Central Government Standing Counsel who states that the Scheme of Amalgamation has been carefully examined by the Regional Director, The Company Law Board, Calcutta and that the latter has no objection to the sanction/approval of this Court to the Scheme of Amalgamation and on perusal of the order of the Hon'ble Calcutta High Court dated 23rd December, 1994 in Company Petition No. 380/94 connected with Company Application No. 256/94 whereby the present Scheme of Amalgamation has already been confirmed, it appears that the Scheme of Amalgamation has been prepared bona fide and there is no bar whatsoever to the grant of approval/sanction to the Scheme of Amalgamation as prayed for. Accordingly, this Court doth hereby sanction the Scheme of Amal-gamation set forth in Annexure 'A' of the petition as specified in the Sch ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... erson interested shall be at liberty to apply to this Court in the above matter for such directions as may be necessary; (10)That all parties to act on a copy of the minutes of this order being served on them. SCHEDULE 'A ABOVE REFERRED TO SCHEME OF AMALGAMATION OF MACNEILL FINANCIAL SERVICES LIMITED AND MACNEILL LEASING AND FINANCIAL SERVICES LIMITED WITH MAKUM TEA CO. (INDIA) LIMITED PART-I Definitions : For the purpose of this Scheme : 1. "MFSL" means Macneill Financial Services Limited, a Company incorporated under the provisions of the Companies Act, 1956, having its registered office at Four Mangoe Lane, Surendra Mohan Ghosh Sarani, Calcutta-700 001, in the State of West Bengal. 2. "MLFSL" means Macneill Leasing And Financial Services Limited, a Company incorporated under the Provisions of the Companies Act, 1956, having its registered office at Six Mile, Khanapara, G.S. Road, Guwahati-781 022, in the State of Assam. 3. "The Transferee Company" means Makum Tea Co. (India) Limited, a Company incorporated under the provisions of the Companies Act, 1956, having its registered office at Six Mile, Khanapara, G.S. Road, Guwahati-781 022, in the S ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ment, control and running of the businesses of the undertaking concerned and/or administrative convenience and to obtain advantages of econo- mies of scale and to pool the resources for growth, development and diversification of the business of the Companies the present Scheme is proposed to amalgamate the Transferor Companies with the Transferee Company. PART - II 1. With effect from the Effective Date, the undertakings of the Transferor Companies shall without further act or deed be transferred to and be vested or deemed to be transferred to and vested in the Transferee Company pursuant to section 394(2) of the Companies Act, 1956 (herein-after called "the Act") subject, however, to all charges, liens, mortgages, if any, then affecting the same or any part thereof. 2. If any suit, appeal or any other proceedings of whatsoever nature (hereinafter called "the proceedings") by or against any of the Transferor Companies be pending, the same shall not abate, be discontinued or be in any way prejudicially affected by reason of the transfer of the undertakings of the Transferor Companies or anything contained in this Scheme but the proceedings may be continued, prosecuted and en ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ing made by the Hon'ble High Courts at Calcutta and Guwahati the Transferor Companies shall be dis- solved without winding up. PART - III 1. The Transferor Companies and the Transferee Company shall make necessary applications to the Hon'ble High Courts at Calcutta and Guwahati for obtaining the Courts' sanctions of this Scheme and for the consequent dissolution without winding up of the Transferor Compa- nies. 2. Until the Scheme is sanctioned and transfers effected as aforesaid, the Transferor Companies shall carry on their business in usual course and shall be deemed to be carrying on the said business for and on behalf of and in trust for the Transferee Company with effect from the Effective Date. 3. The Transferee Company shall pay all costs, charges and expenses of and incidental to this Scheme of Amalgamation. 4. The name of the Transferee Company shall be altered suitably to reflect the current activities of the Transferee Company. 5. The respective Board of Directors of the Transferor Companies and the Transferee Company or any person authorised by them may assent on behalf of all concerned to any modification to this Scheme of Amalgama- tion or to any condit ..... X X X X Extracts X X X X X X X X Extracts X X X X
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