( 1 ) THIS application has been made by Rossell Industries Ltd. and Rossell Tea Ltd. , inter alia, for final sanction of the Scheme of Arrangement between Rossell Industries Ltd. and Rossell Tea Ltd. and their respective shareholders being Annexure 'a' to the petition. The said Scheme of Arrangement provides for transfer of the undertakings relating to three Tea gardens viz. , Dikom Tea Estate, Nokhrey Tea Estate and Borihi Tea Estate of Rossell Industries Ltd. which taken together are defined in the said Scheme of Arrangement as "wilton Tea" and are referred to hereafter also in brief as 'wilton Tea' to Rossell Tea Ltd. This transfer of the undertakings is to be in exchange of shares of the petitioner No. 2 which are to be allotted to the shareholders of the petitioner No. 1 as specified in the said Scheme.

( 2 ) THE meeting of the shareholders of the two petitioner-Companies was directed to be held under the Chairman appointed by this Court and it appears that the said meeting was attended by 52. 7% of the equity shareholders of Rossell Industries Ltd. , i. e. the petitioner No. 1. The total paid up capital of Rossell Industries Ltd. is Rs. 10,11,90,550/- out