BURAGOHAIN TEA COMPANY LIMITED Vs. UNION OF INDIA

JUDGEMENT

(1.) Heard Mr. R. Banerjee, learned Senior Counsel assisted by Mr. D. Sarma and Mr. A.K. Sahewalla, learned counsel for the appellant in Co.App./4/2016, who is respondent No.1 in connected Co.App./3/2016. Also heard Mr. D. Mazumdar, learned Senior Counsel assisted by Mr. B. Kaushik, learned counsel for the private respondent in Co.App./4/2016, who is the appellant in Co.App./3/2016 and Mr. MR Adhikari, learned CGC for the Union of India in Co.Appl No.4/2016.

(2.) These company appeals are filed by the parties, who are aggrieved by the order dtd. 28/7/2015 passed in Company Petition No.3 of 2013. The facts leading to the present litigation between the parties arose from an application under Ss. 391(2) and 394 of the Companies Act, 1956, seeking sanction of the Court to the scheme of amalgamation of the Buragohain Tea Company Ltd. (the transferor company) with the B and A Ltd. (the transferee company).

(3.) The company appeal No.4 of 2016 is filed by the transferor company, namely the Buragohain Tea Company Ltd., whereas the company appeal No.3 of 2015 was filed by shareholder of the transferor company, namely the Buragohain Tea Company Ltd., who had opposed the scheme of amalgamation of the transferor company with the transferee company, as is evident from the pleadings before this Court is that the transferor company was incorporated on 20/5/1927 under the provisions of Indian Companies Act, 1913 and is existing company under the Companies Act, 1956. The registered office of the transferor company is situated at Govindapur Tea Estate, Post Office- Latekujan in the District of Golaghat. The issued, subscribed and paid up share capital of the transferor company was Rs.5,30,000.00 divided into 530 equity shares of Rs.1,000.00 each fully paid. The said company is engaged in the business of cultivation and sale of tea as o 1st of March, 2012. The value of the assets of the transferor company is Rs.19,53,87,760.00, whereas the liabilities of the transferor company stood at Rs.6,26,27,175.00. As such, the value of assets stood over the liabilities as reflected in the books of accounts maintained by the transferor company.