IN RE: BURAGOHAIN TEA COMPANY LIMITED Vs. STATE

JUDGEMENT

(1.) Heard Mr. R Banerjee, learned Senior Counsel for the petitioners and Mr. J Saha, learned Senior Counsel for the Objector.

(2.) This is an application under sections 391 (2) and 394 of the Companies Act, 1956, seeking sanction of the Court to the scheme of amalgamation of Buragohain Tea Company Ltd. (Transferor Company) with B&A Ltd. (Transferee Company).

(3.) The Transferee Company was incorporated on 01.06.1915 under the provisions of the Indian Companies Act, 1913 in the name of Barasali Tea Company Pvt. Ltd. It is an existing public limited company within the meaning of the Act and is presently known as B & A Ltd. w.e.f. 06.12.2000. The registered office of the Transferee Company is situated at Indu Bhawan, MG Road, Jorhat. Authorized share capital of the Transferee Company is Rs.10,00,00,000.00 divided into 50,00,000 equity shares of Rs.10.00 each and 5,00,000.00 Redeemable Cumulative Preference Shares of Rs.100.00 each. The issued, subscribed and fully paid up share capital of the Transferee Company is Rs.3,10,00,000.00 divided into 31,00,000 equity shares of Rs.10.00 each fully subscribed and paid up. The Transferee Company is engaged in the business of cultivation, manufacture and sale of tea. The annual accounts of the Transferee Company have been audited as on March 31, 2012. The assets of the Transferee Company stood at Rs.1,12,48,96,650.00 and total liabilities stood at Rs.62,68,26,053.00, thus excess of assets over liabilities stood at Rs.49,80,70,597.00. It is stated that since March 31, 2012, there has been no substantial change in the financial position of the Transferee Company except those arising out of the usual course of business. Transferee Company is a listed company with the stock exchanges.