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TaxTMI 
TaxTMI 
TaxTMI 
1995 (3) TMI 342
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....aring Shri Hrishikesh Roy, Counsel appearing for 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 "Ajir Asom" as ordered by this Court on 19th December, 1994 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 Scheme of Arrangement 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 Arrangement, it appears that the Scheme of Arrangement has been prepared bona fide and there is no bar whatsoever to the grant of approval/sanction to the Scheme of Arrangement as prayed for. Accordingly, this Court doth hereby sanctions the Scheme of Arrangement set forth in Annexure 'A' of the petition as specified in Schedule 'A' hereto and doth hereby declares the same to be binding with effect from the 1st day of April, 1994 (hereinafter referred to as "the said Effective Date") on the Transferor Company, the Transferee ....
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....f, the following expressions shall have the following meanings : A."The Act" means the Companies Act, 1956. B."The Effective Date" means the 1st day of April, 1994. C."Completion of Procedure Date" means the date or the last of the dates on which the certified copies of the order passed by the Hon'ble Gauhati High Court sanctioning this Scheme of Arrangement is filed with the Registrar of Companies, Assam by TBAIL and BAPIL. D."TBAIL" means Tea Beverages & Allied Industries Limited, a Com-pany incorporated under the provisions of the Companies Act, 1956, having its registered office at Maniram Dewan Road, Guwahati, in the State of Assam. E."BAPIL" means B & A Plantations and Industries Limited, an existing Company within the meaning of the Companies Act, 1956, having its registered office at Maniram Dewan Road, Guwahati, in the State of Assam. F."Lohpohia Tea Estate" means the Tea Estate of TBAIL situated at District Jorhat, Assam and shall mean and include all the respective undertakings properties and liabilities of TBAIL, pertaining to the Lohpohia Tea Estate including : (a )all properties and assets, movable and immovable, real and personal, corporeal and incorporeal, in....
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.... tea produced at its said Lohpohia Tea Estate situated in the State of Assam. TBAIL is unable to process on its own the tea produced at the said Lohpohia Tea Estate as it has no tea processing factory situated thereat. Further the capacity of TBAIL to bear losses on account of unforeseen circumstances at its said tea estate such as hail, flood and such like is limited. 2.BAPIL is a well established and large tea company also engaged in the business of manufacture and sale of tea produced at its eight tea estates, all situated in the State of Assam which have their own tea processing factories. On account of its internal processing of tea and large scale of operations BAPIL is able to manage and admin- ister its tea estates more efficiently and economically and derive greater returns from its tea business. The said Lohpohia Tea Estate of TBAIL is situated in close proximity to the Gatoonga Tea Estate of BAPIL which has a large tea processing factory. BAPIL has been looking for proposals for expansion. 3.Under this Scheme it is proposed to reorganise and reconstruct the business of TBAIL by transferring the said Lohpohia Tea Estate to BAPIL in the manner and on the terms and condit....
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.... Fund nominated by BAPIL and/or such new Provi-dent Fund to be established and caused to be recognised by the concerned authorities by BAPIL. Pending the transfer as aforesaid, the Provident Fund dues of the said employees and officers of the Lohpohia Tea Estate would be continued to be deposited in the existing Provident Fund. 4.(a) All legal or other proceedings by or against TBAIL whether pending on the Completion of Procedures Date or any matter arising before the Effective Date and relating to the Lohpohia Tea Estate (including those relating to any property, right, power, liability, obligation or duty of TBAIL in respect of the Lohpohia Tea Estate) shall be continued and enforced by or against BAPIL only. If proceedings are taken against TBAIL, TBAIL will defend on notice or as per advice of BAPIL at the costs of BAPIL and BAPIL will indemnify and keep indemnified TBAIL from and against all liabili-ties, obligations, actions, claims and demands in respect thereof. ( b) BAPIL undertakes to have all legal or other proceedings pending by or against TBAIL as on the Completion of Procedures Date and relating to the Lohpohia Tea Estate (including those relating to any property, r....
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....r clauses 4(a) and 4(b ) hereof shall not affect any transaction or proceeding already completed by TBAIL on and after the Effective Date to the end and intent that BAPIL accepts all acts, deeds and things done and executed by and/or on behalf of TBAIL as acts, deeds and things done and executed by and on behalf of BAPIL. 8.Subject to the other provisions contained in this Scheme all con- tracts, deeds, bonds, agreements and other instruments of whatso- ever nature relating to the Lohpohia Tea Estate to which TBAIL is a party subsisting or having effect immediately before the Comple- tion of Procedures Date shall remain in full force and effect against or in favour of BAPIL and may be enforced as fully and effectually as if instead of TBAIL, BAPIL had been a party thereto. 8.For the purposes of this Scheme, a Statement of Account as on the date preceding the Effective Date shall be drawn up in respect of the assets and liabilities of the Lohpohia Tea Estate to be transferred as per his Scheme. The said Statement of Account shall be drawn up on the basis of the books of account of TBAIL relating to the Lohpohia Tea Estate as on the day immediately preceding the Effective Date, as ....
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....t to the following :-- (a)The Scheme being approved by the respective requisite majorities of the members of TBAIL and BAPIL and it being sanctioned by the Hon'ble Gauhati High Court. (b)The certified copy of the order of the Hon'ble Gauhati High Court being filed with the Registrar of Companies, Assam by both, TBAIL and BAPIL. 5.BAPIL shall take necessary steps to increase its Authorised Share Capital suitably to enable it to issue and allot Equity Shares to TBAIL, as required under this Scheme. 6.TBAIL and/or BAPIL shall each be at liberty to withdraw from this Scheme of Arrangement in case any condition or altera- tion imposed by any authority is unacceptable to them. 7.All costs, charges and expenses incurred in carrying out and implementing the terms and provisions of this Scheme and incidentals thereto including those incurred during negotia- tions leading to the Scheme to be borne by BAPIL. 8.If any doubt or difference or issue shall arise between the parties hereto or any of their shareholders, creditors, employ- ees and/or any other person as to the construction hereof or as to any account, valuation or apportionment to be taken or made of any asset or liability tran....