Co.Pet. 5/2011 BEFORE THE HON’BLE MR. JUSTICE HRISHIKESH ROY Heard Mr. R.K. Agarwala, the learned counsel for the petitioners. Also heard Mr. J. Sarma, the learned Central Government Counsel. 2. This is a petition under Sections 391(2) to 394 of the Companies Act, 1956 in the matter of Scheme of Arrangement between the petitioner compani es whereby, the Tea Division-I except Unit-II of Bagrodia Tea Estate of the pet itioner company No.1 i.e. Bagrodia Plantations and Industries Private Limited to gether with all its assets and liabilities are to be transferred to the petition er company No.2, Bagrodia Chai Private Limited. The registered office of the pet itioner company No.1 is located at P.N. Road, Shantipara, Dibrugarh-786001, Assa m and the registered office of the petitioner company No.2 is located at Bagrodi a Villa, Tarun Samity Lane, Dibrugarh-786001, Assam. Approval/sanction of the C ourt is sought in respect of the Scheme of Arrangement, a copy whereof is annexe d to this petition as Annexure-A. 2. By this Court’s order dated 06.05.2011, after seeing the reports of the meetings submitted under Rule 78 of the Companies (Court) Rules, 1959 verified b y affidavits and marked collectively as Annexure- I held in compliance with the Court’s order dated 31.01.2011 passed in Company Application No. 1/2011 and on perusal of the petition for confirming the Scheme of Arrangement in Form No. 40, this petition was fixed for hearing and notices were ordered to be advertised i n The Assam Tribune , Guwahati and Asomiya Pratidin , Guwahati not less than 4 days before the date fixed for hearing. Notice of the petition was also ordere d to be served on the Regional Director, Eastern Region, Department of Company A ffairs, Kolkata and the Registrar of Companies, Shillong. 3. The learned Counsel appearing for the petitioners states that al l the aforesaid directions have been faithfully complied with and that the notic es have been served on all the parties including the Regional Director, Eastern Region, Ministry of Corporate Affairs, Kolkata. 4. The Regional Director, Eastern Region, Ministry of Corporate Aff airs, Kolkata has filed an affidavit on behalf of the Central Government and sta ted that the authorized share capital of the transferee company i.e. Bagrodia Ch ai Private Limited is not sufficient to enable it to allot share to the members of the transferor company and therefore, sought for necessary direction by this Court to the transferee company to increase its authorized share capital to enab le it to allot shares to the members of the transferor company. 5. The petitioner No.2, the transferee company, have also filed an affidavit and stated that the transferee company i.e. Bagrodia Chai Private limi ted has increased their share capital by Rs.2,50,00,000 (Rupees two crores fifty lakhs) only so as to enable it to allot shares to the members of the transferor company. 6. When on 15.9.2011, the matter was posted for hearing, Mr. J. Sar ma, the learned Central Government Counsel submitted that he is yet to receive a ny instructions on the recent steps taken by the petitioner No.2 to raise its au thorized share capital. As such, matter was adjourned for 4 weeks to obtain inst ructions. Today, Mr. Sarma, the learned Central Government Counsel submits that he has obtained instructions that the petitioner No.2 has increased its authoriz ed share capital by Rs. 2,50,00,000 (Rupees two crores fifty lakhs). A copy of t he written instruction dated 24.10.2011 has been produced by Mr. Sarma for perus al of this Court. 7. It is therefore considered expedient that the prayer for approva l/sanction of the Scheme of Arrangement be granted in terms of the prayer in th is petition confirming the said Scheme of Arrangement. Accordingly, there will b e orders in terms of the prayers (a), (b), (c), (d), (e), (f), (g) & (h). 8. The parties to this petition shall be at liberty to apply to thi s Court for any direction that may be necessary in this regard in the working of the Scheme of Arrangement. 9. The petitioner No.2 i.e., Bagrodia Chai Private Limited do file with the Registrar of Companies a certified copy of this order within 14 days fr om this date. 10. Let the Registrar General of this Court draw up necessary orders in Form No. 42 under the Companies (Court) Rules, 1959. 11. The case is disposed of with the above orders.