The Tata Coffee Limited, Bangalore, represented by its Company Secretary has filed both these writ petitions. W.P.No.31059 of 2007 is filed to quash the notice dated 27.7.2007 issued by the third respondent and W.P.No.31062 of 2007 is filed to quash the reference dated 21.5.2007 made by the second respondent. 2. The brief facts necessary for disposal of these writ petitions are as follows:

(a) The petitioner Company is registered under the Companies Act, 1956, and is having its registered Office at Pollibetta, South Kodagu, Karnataka State. The petitioner is a subsidiary of Tata Tea Limited, doing business of growing and processing Coffee and Tea in various places including Anamalai Hills, Coimbatore District.

(b) The petitioner is a subsidiary company of 4th respondent Tata Tea Limited, having its registered office at No.1 Bishop Lefroy Road, Calcutta, which also owned Estates at Pannimedu, Pachaimalai, Uralikal, Velonie and Valparai in Anamalai Hills village in Coimbatore District. In Anamalai Hills Estate, the 4th respondent is having an extent of 9873.86 acres of lands.

(c) Except in Valparai Estate, the remaining Estates were principally planted with tea, whereas the Valparai Estate was planted with Coffee. According to the petitioner, the said Estates were purchased by the then Tata Finlay Ltd (the name since changed to Tata Tea Limited) from two sterling companies with effect from 1.1.1976 with the permission of the Reserve Bank of India in terms of the Foreign Exchange Regulation Act, by way of two transfer deeds.

(d) The Pannimedu Estate was transferred by Amalgamated Tea Estate Company Ltd., by transfer deed bearing document No.1028/1977 dated 31.12.1976 at the District Registrar's Office, Madras North for a consideration of Rs.27,40,555/-. The remaining Estates were transferred by Anglo American Direct Tea Trading Company Ltd., in favour of the then Tata Finlay Ltd by transfer deed bearing Document No.1029/1977 dated 31.12.1976 of the District Registrar's Office, Madras North for a consideration of Rs.75,03,224/-.

(e) According to the petitioner, Tata Tea Ltd., was holding large extent of Tea Estates in South India also. It has decided to restructure its business and exit from plantations and concentrate on the development of its branded tea business. It is stated by the petitioner in the affidavit that the Board of Directors of Tata Tea Limited passed a resolution on 11.2.2005 authorising the sale of four Tea Estates and one Coffee Estate in Anamalai in Tamil Nadu and three Tea Estates in Kerala including Malakiparai Estate, which is adjoining Anamalai Estate, together with plant and machineries and other fixed assets. It is also stated that the 4th respondent also incurred heavy loss and therefore decided to sell the Anamalai Hills Estate and other Tea Estates.

(f) The 4th respondent appointed M/s.Ernst & Young to value the business of the aforesaid five Estates in Anamalai and adjoining Malakiparai Estate in Kerala as on 31.12.2004 and the said Valuer valued the same between Rs.26.37 crores and Rs.31.64 crores. It is the case of the petitioner that based on the bids submitted, four qualified bidders including the petitioner were shortlisted by ICICI Securities. The shareholders of Tata Tea Limited approved the proposal for sale by way of postal ballots. According to the petitioner Company, it also obtained valuation report, based on which it improved its offer for the purchase of the Estates by finally quoting Rs.55 crores including net current assets, which was approved by the Tata Tea Limited.

(g) An agreement was entered into between the petitioner Company and the 4th respondent Tata Tea Limited on 26.8.2005 agreeing to sell the aforesaid five estates in Anamalai including Coffee Estates and adjoining Malakiparai Estate in Kerala to the petitioner for a total consideration of Rs.55 crores inclusive of net current assets estimated at Rs.4 crores. After the execution of the said agreement 4th responden