ASSAMBROOK LIMITED Vs. KRISHEN KUMAR KAPOOR AND CITHERS

JUDGEMENT

(1.) Heard counsel for the parties. Leave granted in all the three SLPs.

(2.) The appellant, Assambrook Limited, is a tea company owning certain tea estates in the country. Its case is that it acquired four tea gardens in Kerala for Rs. 8.15 crores in February 1990. The amount of consideration was borrowed either from the banks/public financial institutions or from certain private corporate bodies. It was necessary to raise funds for repaying the said loans. Accordingly, on 25/11/1991 the company issued a notice convening an Extraordinary General Meeting on 6/01/1992 for increasing the authorised capital of the company and to consider and approve the Rights offer of convertible/nonconvertible debentures.

(3.) On 4/01/1992, an interim order was passed by the Calcutta High court in Suit No. 1 of 1992, instituted by Suparswa Investments Limited directing that while the proposed meeting can be held, the resolutions passed thereat should not be given effect to without the leave of the court. At the Extraordinary General Meeting (E. G. M. ) held on 6/01/1992, 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 company, convertible and/or non-convertible debentures aggregating to a value of Rs. 15 crores.