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TMI Blog1995 (6) TMI 176X X X X Extracts X X X X X X X X Extracts X X X X ..... een duly advertised in "The Assam Tribune" and the "AjirAsom "as ordered by this Court on 25th April, 1995 and that all the aforesaid directions have been faithfully complied with, Shri K.N. Choudhury, the Senior Central Government Standing Counsel who states that The Regional Director, Company Law Board, Eastern Region, Calcutta has decided not to oppose sanction/approval of this Court to the Scheme of Arrangement, it appears that the Scheme of Arrangement has been made and approved bona fide and there is no bar whatsoever to the grant of approval/sanction to the Scheme of Arrangement as prayed for. It is, therefore, considered expedient that the prayer for approval/ sanction of the Scheme of Arrangement be granted and accordingly this Court doth hereby sanction the Scheme of Arrangement set forth in Annexure "A" of the petition as specified in the Schedule "A" hereto and doth hereby declare the same to be binding with effect from the 1st day of December, 1994 (hereinafter referred to as "the said Effective Date") on ACL, their shareholders and all concerned. THIS COURT DOTH ORDER: (1) That all the property, rights and powers of ACL relating to the Property Division ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... er the provisions of the Companies Act, 1956 and having its registered office at 52, Chowringhee Road, Calcutta-700 071, in the State of West Bengal. F."The Property Division" means the Property Division of ACL comprising of immovable properties and shall mean and include all the respective undertaking, properties and liabilities of ACL, pertaining to the Property Division including : ( a )all properties and assets, movable and immovable, real and personal, corporeal and incorporeal, tangible and intangible, in possession, or in reversion, present and contingent of whatso ever nature, wheresoever situate, as on the Effective Date including freehold and/or leasehold flats situated at various places in Calcutta with all buildings, equipment, furniture, sundry debtors, inventories, cash and bank balances, bills of exchange, deposits, loans and advances as appearing in the books of account of ACL and appertaining to the Property Division and all other interests or rights in or arising out of or relating to the Property Division together with all respective rights, powers, interests, charges, privileges, benefits, entitle-ment, licenses, registrations, liberties, easements and advan ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... arise from the Effective Date but which relate to the period up to the day immediately preceding the Effective Date shall become the debts, liabilities, duties and obligations of CEL and CEL undertakes to meet, discharge and satisfy the same to the exclusion of ACL and to keep ACL indemnified at all times from and against all such debts, liabilities, duties and obligations and from and against all actions, demands and proceedings in respect thereto. 3.(a) CEL undertakes to engage, on and from the Completion of Procedures Date, all the employees of ACL engaged in the Property Division on the same terms and conditions on which they are engaged as on the Completion of Procedures Date by ACL without any interruption of service as a result of the transfer. CEL agrees that the services of all such employees with ACL up to the Completion of Procedures Date shall be taken into account for the purposes of all benefits to which the said employees may be eligible, including for the purpose of payment of any retrenchment compensation, gratuity and other terminal benefits. (b) The accumulated balances, if any, standing to the credit of the employees of the Property Division in the existi ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ffective Date and up to and including the Completion of Procedures Date : ( a )ACL undertakes to carry on the business of the Property Division in the usual course of business and shall be deemed to have carried on and to be carrying on all business and activities relating to the Property Division for and on account of and in trust for CEL ( b )All profits accruing to ACL or losses arising or incurred by it relating to the Property Division shall, for all purposes, be treated as the profits or losses, as the case may be of CEL and ACL undertakes not to utilise the profits, if any, relating to the Property Division for the purpose of declaring or paying any dividend in respect of the period falling on and after the Effective Date. 6.With effect from the Effective Date and up to and including the date on which the Property Division is duly transferred to CEL, as provided herein, ACL shall be deemed to have held and stood possessed of the properties so to be transferred to CEL for and on account of and in trust for CEL, and, accordingly, ACL shall not (without the prior written consent of CEL) alienate, charge or otherwise deal with or dispose of the Property Division or any par ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... may be necessary until the transfer of rights and obligations of ACL to CEL under this Scheme is formally accepted by the parties concerned. Part III 1.ACL and CEL shall make necessary applications before the Hon'ble High Court at Calcutta and the Hon'ble High Court at Gauhati for the sanction of this Scheme of Arrangement. 2.Save and except the Property Division of ACL and as expressly provided in this Scheme of Arrangement nothing contained in this Scheme of Arrangement shall affect the rest of the assets, liabilities and business of ACL which shall continue to belong to and be vested in and be managed by ACL. 3.ACL and CEL (through their respective Board of Directors) and in their full and absolute discretion, may assent to any alteration or modification to this Scheme which the Courts and/or any other Authority may deem fit to approve or impose and may further give such directions as they may consider necessary to settle any question or difficulty arising under this Scheme or in any manner connected therewith. 4. The Scheme is conditional upon and subject to the following : ( a )The Scheme being approved by the respective requisite majorities of the members of AC ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... South : By Lot No. 14, of portion of 4, Alipore Lane, Calcutta; On the West : By drain running between premises Nos. 5 and 6, Alipore Lane, Calcutta, together with all that the unit on the fifth floor of the building called "Puja Apartment", constructed on a portion of the said land, consisting of residential flat No. 5A, having a covered area of 1,992 Square Feet and the right to park medium size motor car in the covered space in the covered portion of the ground floor of the said building and all the rights or interests of the Transferor-Company in the common areas/facilities appertaining to the said land/unit. B. All that undivided proportionate share or interest of and in all that piece and parcel of land containing by admeasurement an area of 10 Cottahs be a little more or less being premises No. 28, New Road, Calcutta formed out of a portion of No. 4, Alipore Lane in the suburbs of the town of Calcutta comprised in Holding No. 56 (formerly No. 45), Touzi No. 1070, Mouza Saheban Bagicha in the District of 24-Parganas, Registration and Sub-Registration District Alipore, Thana Alipore and butted and bounded as follows: On ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... .06 Square Feet be the same a little more or less being a portion of premises No. 25A, Ballygunge Park, Calcutta together with right to use 12' wide common passage extending from the said premises to the main road on Ballygunge Park, Calcutta-700 019 (previously numbered as 25, Ballygunge Park, Calcutta) within the Municipal limits of town of Calcutta in Dihi Panchannagram Khas Mahal Division, Sub-Division 'H', Part of Holding No. 199, in Thana Ballygunge, Sub-Registrar Sealdah, Registration District Alipore in the District of 24-Parganas and butted and bounded in the manner following, that is to say : On the North by : Plot 'B' of the said premises No. 25/'A, Ballygunge Park; On the East by : 12 feet wide common passage and thereafter by the remaining portion of premises No. 25, Ballygunge Park; On the South by : Ballygunge Park (main road); On the West by : Premises No. 24, Ballygunge Park, together with all that the Unit No. 2E on the Second Floor of the building at Premises No. 2 5A, Ballygunge Park, Calcutta having super built-up area of 2,700 Square Feet (approx.) and a covered car pa ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... n a portion of all that pieces and parcels of land hereunder described : (1) All that piece or parcel of land containing an area of Sixteen Bighas, Ten Cottahs, Four Chittacks and Three Square Feet more or less lying at and being the balance of portion of Premises Nos. 225B and 225D, Lower Circular Road and 1A, Ballygunge Circular Road, Calcutta, commonly known as "Tivoli Park" in Panchannagram, 24-Parganas, Registration District Alipore, Sub-Registration District Alipore, Thana Ballygunge, butted and bounded in the manner, that is to say : North : By Lower Circular Road (now known as Acharya Jagadish Chandra Bose Road) and by the land leased out to Orient Properties Private Limited, South : By Premises No. 1A, Ballygunge Circular Road, East : By Ballygunge Circular Road, and West : Partly by Lower Rawdon Street, partly by land leased out to Orient Properties Private Limited. (2) All that piece or parcel of land measuring two Bighas Ten Cottahs and Three Chittacks be the same a little more or less being the divided and demarcated portion of premises No. 225B, Lower Circular Road (now kno ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... egistration Office Alipore, Sub-Registration District Alipore, Thana Ballygunge, butted and bounded in the manner following, that is to say : North : By 225B, Lower Circular Road (now known as Acharya Jagadish Chandra Bose Road); East : By 1A, Ballygunge Circular Road and 1B, Ballygunge Circular Road and plot or land measuring 3 Cottahs, 10 Chittacks and 40 Square Feet described hereinbelow; South : By portion of 1, Ballygunge Circular Road; and West : By Lower Rawdon Street, Calcutta. (2) All that piece or parcel of vacant land measuring 3 Cottahs, 10 Chittacks, 40 Square Feet formed out of the remaining portion of the premises mentioned and described in the preceding sub-paragraph (1) and butted and bounded in the manner following, that is to say : South : By Ballygunge Circular Road; North : By 1A, Ballygunge Circular Road; West : By plot of land measuring 4 Bighas, 15 Cottahs, 13 Chittacks and 9 Square Feet described in the preceding sub-paragraph (1); and East : By Ballygunge Circular Road. P ..... X X X X Extracts X X X X X X X X Extracts X X X X
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