Court : Mumbai
Decided on : Aug-06-1982
Reported in : 54CompCas469(Bom)
..... of rs. 81,60,000 (including the premium) out of the loan/debentures sanctioned to the company'.47. on june 23, 1978, the clb wrote to the company in respect of the application made by the company under s. 81(3) of the companies act for the approval of the raising of convertible debentures. the letter stated that it was observed from uti's letter of june ..... , inter alia, the acceptance of notices of conversions, entering into of contracts under s. 75 of the companies act, issue of equity shares upon conversion and other related matters. item 3 refered to the execution of the debenture trust deed and the affixing thereon of the company's seal. item 8 stated that uti and icici would issue letter of adjustment in respect of ..... of notices of conversion, the entering into of contracts under s. 75 of the companies act and the issue of equity shares upon conversion. clause 11 stated that, after the letters of allotment were received, the debenture holders would issue notices of conversion to the company, upon receipt whereof the company would issue letters of allotment of shares and enter into contracts for the shares ..... set at nought the provisions of s. 81(1)(a) or s. 81(1a) of the companies act. (e) the plaintiffs will not rely on the submission made in para. 73(e) to the extent that the whole issue of the debentures was ultra vires the company and ultra vires the powers of the board of directors. (f) the plaintiffs will not contend that .....Tag this Judgment!
Court : Mumbai
Decided on : Feb-04-1982
Reported in : (1982)84BOMLR100
..... to be thoroughly untenable.23. it will be relevant to note that rule 291 of the rules framed under the companies act, prescribes the quantum of the fees of the official liquidator in respect of his work of realising the property (1) for debenture holders or (2) for the secured creditors. the authority for this rule can be traced to section 451(2 ..... the official liquidator cannot deal with the secured property in any manner.24. according to the learned company judge, such identical acts of the official liquidator as liquidator of the company under clause (6) of rule 291 are distinguishable from his acts in realising the property for the debenture holders and secured creditors under sub-rules (3) and (4). we are unable to see any ..... realises the same, in discharge of duties of collecting the assets of the company for the benefit of those who are entitled thereto before the company's ultimate dissolution. the fact that this process benefits secured creditors and debenture holders along with unsecured creditor and the shareholders cannot make the act other-wise then in discharge of his duties, or as such liquidator.25 ..... distinction of substance in these several acts. it cannot be held that the official liquidator acts as liquidator only when he takes .....Tag this Judgment!
Court : Mumbai
Decided on : Jun-28-1982
Reported in : AIR1983Bom1; 54CompCas136(Bom); (1982)3CompLJ89(Bom); 1983MhLJ339
..... prima facie evidence only of matters directed or authorised to be inserted therein by the companies act. he refers to the last page of the extract which sets out the names of the holders of privately placed convertible debentures, the number of debentures held by each of them, the number thereof as have been converted into equity ..... to the register of debenture holders; to the debentures; and to the debenture holders, past and present. it does not appear to me that there is, therefore, anything in excess in the annual return.30. i now hold that the said extract (exhibit 18) proves, by reason of section 164 of the companies act, prima facie the truth ..... the provisions of section 164 such annual return is prima facie evidence of any matters directed or authorised to be inserted therein by the companies act. in mr. nariman's submission, the said extract prima facie establishes the truth of the contents of its original.29. mr. cooper ..... ii of the schedule to that statute relates to a copy, certified by the registrar of companies, of the balance sheet, profit and loss account, of the audit report of a company, filed with the said registrar under the indian companies act, 1913, and the rules made thereunder.20. in kashnath sankarappa wani v. new akot ..... an extract of the annual return also so filed, both certified to be true by the registrar under s. 610 of the companies act. the said true copy and extract have been admitted on record as the 1st defendants exhibits (at exhibits 17 and 18). the .....Tag this Judgment!
Court : Mumbai
Decided on : Feb-05-1982
Reported in : 57CompCas742(Bom)
..... be thoroughly untenable.25. it will be relevant to not that r. 291 of the rules framed under the companies act, 1956, prescribes the quantum of the fees of the official liquidator in respect of his work of realising the property (1) for debenture holders, or (2) for the secured creditors. the authority for this rule can be traced to s. 451(2 ..... that the official liquidator cannot deal with secured property in any manner.26. according to the learned company judge, such identical acts of the official liquidator as liquidator of the company under cl. (1) of r. 291 are distinguishable from his acts in realising the property for the debenture holders and secured creditors under sub-rr. (3) and (4). we are unable to see any ..... realise the same, in discharge of his duties of collecting the assets of the company for the benefit of those who are entitled thereto before the company's ultimate dissolution. the fact that this process benefits secured editors and debenture holders along with unsecured creditors and shareholders cannot make the act otherwise than in discharge of his duties, or as such liquidator.27. it ..... distinction of substance in these several acts. it cannot be held that the official liquidator acts as liquidator only when he takes steps .....Tag this Judgment!
Court : Mumbai
Decided on : Dec-08-1982
Reported in : (1983)85BOMLR275; 57CompCas700(Bom)
..... that apart from complying with such other terms and conditions as may be laid down by a recognised stock exchange, an applicant, that is, a public company, as defined under the companies act, 1956, which is desirous of getting its securities listed on a recognised stock exchange and which has applied for that purpose to the stock exchange has to ..... . such character of free transferability is to be found in the shares of a public company. the definition of a 'private company' in s. 3 of the companies act, 1956, speaks of the restrictions for which the articles of the private company must provide. the articles of a private company must :'3(1)(iii)(a) restricts the right to transfer its shares, if any ..... for the purpose of this appeal is the definition of 'securities'. section 2(h) of the regulation act reads as follows :'2(h) 'securities' include - (i) shares, scrips, stocks, bonds, debentures, debenture stock or other marketable securities of a like nature in or of any incorporated company or other body corporate; (ii) government securities; and (iii) rights or interests in securities'.10 ..... enacted to regulate and control certain contracts for the purchase and sale of securities in the city of bombay and elsewhere in the bombay presidency. under that act, 'securities' included stocks, shares, bonds, debentures, debenture stock and any other instrument of a like nature. the 'stock exchange' was defined as meaning 'any association, organisation or body of individuals, whether incorporated .....Tag this Judgment!
Court : Mumbai
Decided on : Mar-12-1982
Reported in : (1983)32CTR(Bom)306; 145ITR793(Bom); 12TAXMAN178(Bom)
..... as underwriting commission paid to the underwriters on an issue of rs. 7 lakhs preference shares of rs. 100 each and the company claimed to deduct this amount as expenses under s. 9(2)(ix) of the indian i.t. act, 1918. macleod c.j. in that case had taken the view that if the cost of raising the original capital cannot ..... the head 'salaries'. relying on that decision, the learned counsel for the assessee has contended that overseas employees of the assessee-company did not have any income chargeable to indian income-tax under chap. iv a of the i.t. act, 1961 or, in other words, income chargeable under the head 'salaries' in their case was nil, and, therefore, by virtue of ..... the amount obtained by the issue of debentures is capital employed within the meaning of the rule, but this does not give us any guidance in interpreting the words 'capital expenditure' occurring in section 10(2)(xv) of the act. in our opinion, the bombay high court was wrong in relying on texas land and mortgage company v. holtham. but we do not ..... say that the tata iron and steel co.'s case  1 itc 125 (bom) was wrongly decided obtaining capital by issue of shares is different from obtaining loan by debentures.'14. the reasoning of .....Tag this Judgment!
Court : Mumbai
Decided on : Jun-29-1982
Reported in : 56CompCas19(Bom)
..... ordered to be wound up.'8. the learned judge referred to the conflict between the opinion expressed on the interpretation of the analogous provision in the english companies act, by vaisey j. in in re miles aircraft ltd.  1 all er 225 : 18 comp cas 250 (ch d) and the opinion of buckley j. in in re a. ..... right of splitting is lost, the prospective buyer or buyers would be reluctant to purchase the shares and as respondent no. 1 company cannot itself apply for the debentures for want for funds, the company would be put to loss inasmuch, as after june 26, 1982, the shares would be quoted on ex- right basis, obviously, at proportionately lesser price ..... right debentures in their name or names or may apply in favour or their nominees. it was rightly contended that if the ..... as the alternative prayer was concerned, there was such urgency, because the kamani engineering corporation ltd. has issued convertible debentures and the last date for splitting of the right was may 26, 1982, while the last date for applying for the debenture is june 26, 1982. it was contended that the prospective buyer or buyers of the shares may apply for the .....Tag this Judgment!
Court : Mumbai
Decided on : Feb-24-1982
Reported in : 55CompCas281(Bom)
..... 'ble court. (d) in the alternative to prayers (b) and (c) above, liberty be granted to the applicants to propound a fresh scheme of reconstruction under section 391 of the companies act, 1956, within three months or within such time as this hon'ble court deems fit, of the finalisation of the proposal for reconstruction assistance made by the industrial reconstruction corporation ..... march next following. to this extent the repayment of the deposits is being secured. under cl. (c) of rule 8, consent of the depositor is required for conversion into secured debentures of the amount of the amount of the deposit required to be repaid before the before the expiry of the period for which it was accepted. rule 10 requires filing ..... 'rights' debentures. rule 13 is again important and requires filing of return of deposits with the registrar. it reads as follows :'13. (1) every company to which these rules apply, shall, on or before 30th day of june, of every year, file with the ..... apply to repayment of any deposit before the expiry of the period for which such deposit was accepted by the company, if such repayment is made solely for the purpose of conversion, with the consent of the depositors, of deposits into secured debentures in accordance with the guidelines issued by the government of india from time to time regarding the issue of .....Tag this Judgment!
Court : Mumbai
Decided on : Mar-30-1982
Reported in : (1983)34CTR(Bom)23; 143ITR120(Bom); 13TAXMAN146(Bom)
..... the case of jayashree shantaram vankudre v. rajkamal kalamandir private ltd., : air1960bom136 , in which the court held that where complicated questions arise in a petition under s. 155 of the companies act, 1956, the summary remedy for rectification of the register of members provided for by the said section was not a proper one and ought not to be allowed and the ..... column relating to 'liabilities' in the 'form of balance-sheet' given in part i of schedule vi to the companies act, 1956 (1 of 1956), shall not be regarded as a reserve for the purposes of computation of the capital of a company under the provisions of this schedule.'rule 4 is as follows :'4. where part of the income, profits and gains ..... provisional assessment the ito set out his grounds for rejecting the claim of siemens.9. a show - cause notice under s. 7(2) of the surtax act is to be in form no. 2 to the companies (profits) surtax rules, 1964 (hereinafter referred to as 'the surtax rules'). the prescribed form merely requires the ito to give a notice of his intention ..... as reduced by the amounts credited to such reserves as have been allowed as a deduction in computing the income of the company for the purposes of the indian income-tax act, 1922 (11 of 1922), or the income-tax act, 1961 (43 of 1961);......explanation. - for the removal of doubts it is hereby declared that any amount standing to the credit of .....Tag this Judgment!
Court : Mumbai
Decided on : Feb-08-1982
Reported in : (1982)29CTR(Bom)117; 136ITR697(Bom); 10TAXMAN57(Bom)
..... case is concerned, only cl. (ii) of the inclusive part is material. the relevant part of the definition reads as follow :'(h) 'company' means a company formed and registered under the companies act, 1956 (1 of 1956), and includes-.... (iii) any institution, association or body, whether incorporated or not and whether indian or non-indian, ..... an individual who alone is treated as a taxation unit. reading the provisions of ss. 3 and 4 and the definition of 'company' in s. 2(h) of the act, the position which emerges appears to be that while a firm or association of persons is not treated as a taxable unit and ..... of course, the board, which means the central board of direct taxes, declares, it by a general or special order to be a company for the purpose of the act. the parliament has, therefore, it fit to include an institution, association or body, which is bound to consist of more than one individual, ..... be the status of a non-proprietary members club and whether, as contemplated on behalf of the revenue, it must be treated as an individual, company, a body of individual or whether it must be regard as an association of persons, as contended for by mr. dastur on behalf of the ..... under the direction of the managing committee, the trustees for the time being shall act in legal proceedings, effect insurance, invest money, execute mortgages and all deeds to be entered into on behalf of the club, sing any debentures, the issue and form of which may be directed by the committee, and generally .....Tag this Judgment!