Ujjal Bhuyan, J.

1. Heard Mr. K.K. Bhattacharjee, learned advocate for the petitioner. Also heard Mr. B.J. Ghosh, learned Government Advocate, Assam for the respondent Nos. 1 to 7 and Mr. D. Baruah, learned counsel for the respondent No. 8. The facts of the case as pleaded in the writ petition may be stated at the very outset.

2. The petitioner is a company registered under the Companies Act, 1956 carrying on the business of selling tea within the country and also engaged in the business of import and export of tea (hereafter referred to as the petitioner company). It also carries on other businesses. The petitioner company entered into a memorandum of understanding (MOU) with M/s. Chandmari Tea Company Pvt. Ltd. (respondent No. 8 hereafter) on 31.5.2008 to purchase the Burrapahar Tea Estate belonging to the respondent No. 8. Pursuant to the said MOU, the petitioner company took over the possession and management of the Burrapahar Tea Estate (briefly the Tea Estate hereafter) with effect from 1.6.2008. Presently, the petitioner company is in possession and in control over the management and business of the Tea Estate.

3. Thereafter, an agreement for sale was executed between the petitioner company and the respondent No. 8 on 27.9.2008 for sale of the Tea Estate. The respondent No. 8 was represented by Mr. Pratiti Kumar Barooah, Managing Director and Mr. Probob Kumar Borooah, the Joint Managing Director whereas the petitioner company was represented by Mr. Mukesh Agarwal, one of the Directors of the petitioner company. The execution of the said agreement for sale was registered before the Deputy Registrar, Nagaon on 30.9.2008.

4. Before proceeding further, it would be apposite to mention and refer to certain relevant provisions of the said agreement for sale, which is annexed to the writ petition as Annexure-1.

5. As per Clause 26, the respondent No. 8 agreed to execute, register and deliver an irrevocable general power of attorney in favour of the petitioner company authorizing the latter to appear before all the authorities as may be necessary for the purpose of smooth running of the Tea Estate and entitling the petitioner company to under take the business of manufacture and sale of tea and also to get the formal deed of conveyance executed in its favour. Clause 34 provides that since a major portion of the land of the Tea Estate is still standing in the name of the original pattadar i.e. Someswar Borooah in spite of execution/registration of the Deed of Conveyance in favour of the respondent No. 8, the petitioner company would be entitled to apply for and obtain double mutation of the same from the concerned revenue authorities after transferring of the same in its favour. As per Clause 36, the respondent No. 8 declared and agreed that since the land to be sold to the petitioner company included land having dispute with the Kaziranga National Park, the petitioner company would be entitled to take steps for resolving the dispute and for that purpose to appoint any pleader, sign any document or institute any proceeding and shall also be entitled to settle, compromise and to receive compensation for the same.

6. In terms of Clause 26 of the agreement for sale, the respondent No. 8 executed, registered and delivered an irrevocable general power of attorney in favour of the petitioner company on the same date i.e. on 27.9.2008. By the said power of attorney, which was also registered before the Deputy Registrar, Nagaon on 30.9.2008, respondent No. 8 completely transferred the day to day business of the Tea Estate to the petitioner company.

7. In terms of the agreement for sale, the petitioner company agreed to purchase the Tea Estate for the total consideration of Rs. 5,81,25,000/-, out of which the liabilities of the Tea Estate stood at Rs. 5,55,85,717/-, which the petitioner company undertook to pay. The said liabilities included statutory liabilities like payment of provident fund etc. Till 31-12-2010, the petitioner company