Document Fragment View

Matching Fragments

"Whereas, Maytas Nagarjuna Combine approached Creative Infrastructure, a BOT Port development firm operating from Chennai for assistance/joint participation in the Bid process and Whereas, Creative Port Development Pvt. Ltd., is the project development company jointly floated by Creative Infrastructure and Infrastructure Project Development Fund (IDPF), a fund promoted by SREI Infrastructure Finance Limited, Kolkata."

8.17. Inasmuch as it is specifically admitted that the second respondent has jointly floated the first respondent-Company along with the petitioners, there is nothing more required to show that the second respondent was a promoter jointly with the petitioners.

9.8. By applying the General Law of Corporations which has been consistent from the beginning to the facts and circumstances of the present case, as narrated above, during the pre-incorporation stage of the first respondent-Company, it has to be necessarily held that the second respondent-Company has jointly floated the first respondent-Company, as it is seen in the Memorandum of Understanding dated 8.2.2006, which was just two days after the incorporation of the first respondent-Company along with the petitioners. The second respondent and also the first respondent-Company have specifically admitted that the Creative Port Development Private Limited as a Project Development Company jointly floated by Creative Infrastructure (the petitioners partnership) and the Infrastructure Project Development Fund (IPDF), a fund promoted by SREI Infrastructure Private Limited, Calcutta, which is the sixth respondent to which the second respondent is a wholly owned subsidiary.

10.23. As per Schedule-5 of the said Investment Agreement, the fourth respondent, who has been termed as First and Permanent Director in the Memorandum and Articles of Association of the first respondent-Company, was recognized as a nominee Director of Infrastructure Project Development Fund with two more nominee directors. It is not in dispute that the third and fifth respondents were nominated by the Infrastructure Project Development Fund as the Directors, who were of course nominated only pursuant to the Investment Agreement dated 26.5.2006, while the already existing permanent Director, viz., the fourth respondent, who was nominated from the date of incorporation of the first respondent-Company, has been re-designated as nominee Director of Infrastructure Project Development Fund after the Investment Agreement has come into existence.

"It is hereby agreed between the Parties as follows:
1. Infrastructure Project Development Fund, (IPDF) a fund managed by SREI Venture Capital Ltd (SVCL) (a wholly owned subsidiary of SREI Infrastructure Finance ltd), having its registered office at "Vishwakarma" 86C, Topsia Road (South) Kolkata-700 046, intends to sell its investments in Creative Port Development Pvt Ltd (CDCP), having its registered officat at "Mahalakshmi", 1st Floor, New No.290, Peters Road, Gopalapuram, Chennai-600 086, to prospective investors / Investment Company to be brought in by M/s.Ramani Ramaswamy, residing at New No.84, Old No.50, DAKSHIN, 1st Avenue, Indra Nagar, Adyar, Chennai  600 020 and R.Rangarajan residing at 149, Krishnamachari Nagar, V Street, Alapakkam, Porur Post, Chennai-116.