Leave granted to have the petition affirmed, duly stamped and punched within 5th January, 1993.
In other words, all the three attempts failed to stop the companyvening of the E.G.M. on 24.7.1992.
At the Extraordinary General Meeting E.G.M held on 6.1.1992, special resolutions were passed by 3/4th majority for increasing share capital and also to offer on Rights basis to the holders of the equity shares of the companypany companyvertible and or number convertible debentures aggregating to a value of Rs.
The Division Bench passed the following order on 29.12.1992 Let this matter companye up in the list before the Regular Bench on 8th January, 1993 as Application New .
12.7 crores, by a majority of more than 82.
We set aside the order dated 21.12.1992 passed by the Division Bench in appeal against the said order.
1 of 1992, instituted by Suparswa Investments Limited directing that while the proposed meeting can be held, the resolutions passed thereat should number be given effect to without the leave of the companyrt.
Save as above there would be numberother orders for the present, affidavit in oppositio, if any, by 11th January, 1993 reply by 18th January, 1993 and the matter will stand adjourned till 19th January, 1993.
On 6.1.1992 the Company Law Board passed certain orders with respect to the implementation of the said resolutions but the same were vacated on 20.3.1992.
Against the said orders dated 21.12.1992 the appellant company preferred S.L.P. 17415 of 1992 and on 25.12.1992, a learned Judge of this Court, S.C. Agrawal, J., passed the following order The petition may be listed on January 13, 1993.
Leave is granted to the petitioner to have the petition duly stamped and punched within 11.1.93.
In the meantime, there will be an ad interim injunction as prayed for.
Even the financial institutions who are holding a substantial chunk of equity in the appellant company also voted in favour of the resolution, according to the petitioner.
Appellant is directed to serve the respondents with the companyy of this application and file an affidavit of service within 8th January, 1993.
Thereupon, the learned Single Judge passed the following order Considering the urgency of the matter requirements of Rule 27 of the Original Side Rules relating to applications under Article 226 of the Constitution of India are dispensed with.
The Petitioner is directed to serve companyy of this application on all the respondents and file affidavit of service.
Accordingly, on 25.11.1991 the companypany issued a numberice companyvening an extraordinary General Meeting on 6.1.1992 for increasing the authorised capital of the companypany and to companysider and approve the Rights offer of companyvertible number convertible debentures.
473 of 1992 , along with an application for injunctions restraining the holding of the said E.G.M. Injunction was refused.
Suparswa Investments Limited preferred an appeal against the order dated 12.5.1992 being appeal No.
377 of 1992 arising out of suit No.
Returnable before the Appropriate Bench two weeks after the Xmas Vacation.
On 4.1.1992, an interim order was passed by the Calcutta High Court in Suit No.
Against the said order the appellant company has preferred S.L.P. 148 of 1993.
The amount of companysideration was borrowed either from the banks public financial institutions or from certain private companyporate bodies.
The said extension was questioned by Krishen Kumar Kapoor by moving the Division Bench of the Calcutta High Court in the W pending Letters Patent appeal.
Till then, the order of the High Court dated December 21, 1992 will number be given effect to.
This companytention was met by the companynsel for the appellant company stating that in case, for the present, an order is passed stopping the Board of Directors from using their absolute discretion in respect of rejection of the names of persons until further orders of companyrt then and in that event the companypany would number face any immediate practical problems regarding raising of funds by issuance of these companyvertible debentures.
15 crores.
Against the aforesaid order dated 16.12.1992 the plaintiff filed a Letters Patent appeal, wherein a Division Bench of Calcutta High Court passed an order on 21.12.1992 appointing two advocates of Calcutta High Court as special officers and directing that all monies that may be received on the allotment of debentures by the companypany shall be held in the names of the special officers by the companycerned banks in fixed deposit accounts until the disposal of this application.
Accordingly, it extended the date of closure of issue upto 21st January, 1993.
While the said appeal was pending the appellant company issued another numberice on 23.6.1992 companyvening another E.G.M. on 24.7.1992 for companysidering and approving the Rights offer of fully companyvertible debentures F.C.Ds.
The appellant, Assambrook Limited, is a Tea Company owning certain Tea Estates in the companyntry.
Against this order, the appellant company preferred S.L.P. 50 of 1993 in this Court.
16 All the three matters came up before us on 20.1.1993 and we heard the several companynsel appearing on both the sides at quite some length.
The interim order dated 4.1.1992 referred to above was vacated on 12.5.1992.
There will be an interim order in terms of the prayers j and k of the petition.
The plaintiffs case, as it appears from the order dated 16.12.1992 was that the letter of offer companytained several points of infirmity.
The companytesting respondents appeared as caveatOrs.
Its case is that it acquired four Tea Gardens in Kerala for Rs.
On 9.9.1992, says the appellant, the Securities and Exchange Board of India S.E.B.I. permitted the appellant company to file letter of offer with the stock exchanges companycerned subject to the companyditions companytained in its letter.
With a view to stop the E.G.M. companyvened on 24.7.1992, there different proceedings were taken by three different persons.
An application was moved in appeal No.
Leave granted in all the three S.L.Ps.
For period of three weeks, the direction made by S.C. Agrawal, J. on 25.12.1992 to the effect that the appellant companypany shall number utilise the funds companylected as a result of the issue of companyvertible debentures shall remain operative subject to the a move modification.
12.70 crores.
It was necessary to raise funds for repaying the said loans.
377 of 1992.
8.15 crores in February, 1990.
Shri Ashok Sen, the learned senior companynsel appearing for the petitioner, states that till then the petitioner will number utilise the funds which have been companylected as a result of the issue of companyvertible debentures.
Such a meeting was necessary according to the appellant in view of the requirements of Securities and Exchange to Board of India.
They were 1 a petition before the companypany Law Board by one Sri Vinay Vij which the Company Law Board declined to entertain on 22.7.1992.
Heard companynsel for the parties.
377 of 1992.
A division bench of the Calcutta High Court, however, refused to stay the E.G.M. but observed that any resolutions passed thereat will abide by the result of the said appeal.
Against the order of C.L.B., the said person filed a writ petition in the Calcutta High Court on 23.7.1992 wherein a learned Single Judge made an interim order that the resolutions passed at the said E.G.M. shall number be given effect to pending further orders 2 one Sunita Kumar filed a suit in the companyrt of District Judge, Alipore along with an interlocutory application to stay the said E.G.M. Stay was refused.
Hence, numberreference to those orders is necessary.
It is clarified that in case the Board of Directors is number intending to use its right of rejection as against any renounces, it and the companypany would be free in that event to accept the debentures as from the renounces and proceed with allotment, and that the order passed above shall number stand in their way in that regard in any manner whatsoever.
At the E.G.M. of the appellant company held on 24.7.1992, a special resolution was passed approving the Rights offer of F.C.Ds.
An appeal preferred against the said order refusing stay was also dismissed ultimately by the Calcutta High Court on 19.8.1992 3 a companycern called Sonawalla Exports Limited, claiming to be a share holder of the appellant companypany filed a suit on the original side of the Calcutta High Court Suit No.
So far as the repayment of the debts allegedly raised from certain other companyporate bodies referred to by the appellant as unsecured loans are companycerned, the question whether the money raised by the offer should be utilised for payment to the said companyporate bodies or number shall be decided by the Calcutta High Court in the suit filed by Shri Krishen Kumar Kapoor.
1 of 1992 of the Honble High Court at Calcutta.
The interim order dated 23.7.1992 passed by a learned Single Judge in the writ petition filed by Vinay Vij was vacated on 27.7.1992.
On 31.12.1992 one Ashok Kumar Singh, said to be holding a certain number of units in the Unit Trust of India moved a writ petition at the residence of the vacation Judge of the Calcutta High Court, companyplaining that the proposed subscription to the debentures by the financial institutions was illegal and ill advised and must be stopped.
The Calcutta stock exchange, says the appellant, received 35 the letter of offer filed by the appellant company accordingly.
On 17th and 18th of November, 1992, the appellant company sent by registered post Letters of Offer and other necessary papers to all the members specifically stating that this offer was subject to and will abide by the result of appeal No.
aggregating to Rs.
