Court : Supreme Court of India
Reported in : AIR1989SC2138; (1989)2CompLJ95(SC); JT1989(2)SC338; 1989(1)SCALE1353; 1990Supp(1)SCC440; 3SCR43
..... practice and was regarded as valid and adequate nothing contrary to this was indicated before us.92. our attention was drawn to section 2(12) of the companies act under which a debenture need not be secured at all. in that light the guidelines should be interpreted. therefore, it was submitted, guideline 10, reasonably interpreted, means that ..... various clearances and no objection certificates and licences under monopolies & restrictive trade practices act, fera act and petroleum act and the essential commodities act, securities contract (regulation) act, companies act, and other allied laws had been fulfilled. the cci has given consent for 12.5 % secured redeemable convertible debentures of rs. 200/ -each for cash at par to the public. this ..... executed at surat and was lodged for registration on november 7, 1988. certificate of mortgage under section 132 of the companies act, 1956 was issued by the registrar of companies, gujarat regarding the creation of charge for the debentures on november 11, 1988 itself.54. in this context, on behalf of the respondents, mr. baig drew out attention ..... go on creating encumbrances left and right, to the detriment and prejudice of the present debenture-holders overlooks several restraints imposed on the company in this respect under the companies act, the cca act, the monopolies & restrictive trade practices act and involving the consent of public financial institutions, commercial banks, the term lenders, the shareholders, the mrtp commission the .....Tag this Judgment!
Court : Chennai
Reported in : 228ITR697(Mad)
..... to acquire some species of property, which would bring an income to the investor'. 16. sec. 2(12) of the companies act defines 'debenture' as under : 'debenture includes debenture stock, bonds and any other securities of a company, whether constituting a charge on the assets of the company or not' 17. at page 1366 (sic) 'investment' is defined as under : 'the expression means the laying out of ..... 's laws of england, it is stated that the term 'debenture' is always associated with a company of some kind and at the most debentures are securities given by companies. sec. 2(12) of the companies act states that 'debenture' includes debentures stock and any other securities of a company whether constituting a charge on the assets of the company or not. 22. if the interest is on loans and ..... assessee-bank is compelled to make investment of certain percentage in the approved securities and direction was given under the banking companies act to show such investments under the head 'investments' in the balance sheet. therefore, of necessity the assessee-bank invested in debentures issued by the co-operative land mortgage bank. therefore, from the point of view of the assessee purchasing the .....Tag this Judgment!
Court : Mumbai
Reported in : I(2005)BC317; 2004(2)BomCR16; 118CompCas356(Bom); 2004(2)MhLj823; 53SCL79(Bom)
..... , an insurance company or a body corporate can also be a debenture trustee.20. then, it is material to note that a bank can be a trustee for any purpose ..... mr. kadam submits that this was not the intention while passing the rdb act.22. then it was pointed out that a 'debenture' is defined under section 2(12) of the companies act, 1956, to include debentures, stock, bonds and any other securities of a company whether constituting a charge on the assets of the company or not. 'black's law dictionary was referred to wherein a ..... 'debenture' is defined as an instrument acknowledging a debt. that is also the view ..... the said clause reads as follows :'(7) eligibility for being debenture trustee.--no person shall be entitled to act as a debenture trustee unless he is either :(a) a scheduled bank carrying on commercial activity ; or(b) a public financial institution within the meaning of section 4a of the companies act, 1956 ; or(c) an insurance company ; or(d) body corporate.'19. even under this rule .....Tag this Judgment!
Court : Supreme Court of India
Reported in : JT2002(9)SC594; (2003)1SCC81; 2003(1)LC113(SC)
..... the law, it is not necessary that the debentures should create a charge. we have, therefore, brought thedefinition of debentures in line with that contained in english companies act, 1948, which defines 'debentures' as including 'debenture stock' bonds and other securities of a company, whether constituting a charge on the assets of the company or not.'20. palmer on company law has made similar observations in paragraph 44.02 ..... mr. t.m. sen and mr. c. chandrasekhar, the distinction between the 'shares' and 'debentures' has been stated thus:'debentures distinguished from: (a) shares - although shares and debentures belong to the same genesis yet they have distinct and different characteristics. the companies act, 1956 deals with the issue of debentures in the same manner as it deals with the issue of shares, but the similarity ends ..... incident of shares certificates and hence bear no comparison. therefore, there is no equation between shares and debentures except as referred to above.' 26. 'share' has been defined in section 2(46) of the companies act to mean a share in the share capital of a company which in turn would mean that it would represent contribution of the share-holder towards the share .....Tag this Judgment!
Court : Gujarat
Reported in : 116CompCas248(Guj)
..... be marketable in india, it would amount to reading the other provisions of the scr act 1956 in the companies act, though not meant to be incorporated at all. moreover, an anomalous position will arise, because, in the definition of 'debenture' in section 2(12) of the said act, there will be debentures, debenture stock, bonds, that are marketable anywhere but the 'other securities' which are also ..... to be the creditors within the meaning of clause (b) of sub-section (1) of section 439 of the companies act in view of the new definition of the words 'creditors' introduced in the said act of 1956. it was held that the debenture holders had a right to present the petition for winding up as recognised by the statute. (g) the decision of ..... are not noteholders. (2) even if the petitioners are noteholders, they are not debenture holders or holders of any security as contemplated by the companies act read with the securities contracts (regulation) act, 1956. (3) in any case, the petitioners are not creditors under section 439(1)(b) of the companies act as the petitioners cannot give a valid discharge but only the trustee can give ..... , in determining what is or is not a debenture within section 2(1) of the companies act, 1913, the court is not bound to hold that an instrument is a debenture, because, it is called a debenture by the company issuing it, nor to hold that it is not a debenture, because, it is not so called by the company. the court must look at the substance of .....Tag this Judgment!
Court : Chennai
Reported in : 216ITR26(Mad)
..... r. 1 of the second schedule and should be taken into account in computing the capital of the company for the purpose of the companies (profits) surtax act, 1964.' 20. in cit vs . peico electronics & electricals : 166itr299(cal) , the calcutta high court held that the debenture redemption reserve in the said case fulfilled the test of a reserve because (a) the reserve had ..... in holding that the sum of rs. 51,00,000 standing to the credit of debenture redemption reserve should be taken into account in the capital computation for levy of surtax under the companies (profits) surtax act, 1964?' 2. the assessee is a public limited company. it created a debenture redemption reserve of money in a sum of rs. 51 lakhs but while completing the ..... to the terms and conditions of issue of such debentures, they are not redeemable before the expiry of a period of seven years from ..... , or under sub-s. (3) of s. 34 of the it act, 1961; (iii) its other reserves 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 india it act, 1922, or the it act, 1961; (iv) the debentures, if any, issued by it to the public provided that according .....Tag this Judgment!
Court : Mumbai
Reported in : 1992(3)BomCR81
..... are not allotted at all. 6. section 73 of the said act deals with the subject of allotment of shares and debentures to be dealt with on the stock exchange. section 73(3) of the act is almost identical with section 51(3) of the english companies act, 1948. section 73(3) of the companies act (1 of 1956) reads as under : '73. (3) all moneys received ..... co. ltd. (a) the applicant, varun shipping co. ltd., is a public limited company incorporated under the companies act (i of 1956) carrying on business of shipping in india with a large turnover. (b) on 26th march, 1991, the board of directors of the applicant-company decided to issues convertible debentures for being subscribed by the investing public as well as a rights issue for ..... the existing shareholders of the applicant-company. on 26th march, 1991, the board of ..... the various subscribers who had submitted their application to respondent no. 1 for allotment of debentures. the applicant-company has represented to the court through its learned counsel that in view of the penal provisions of the act, the applicant-company has already allotted the debentures and already issued refund orders in a sum of rs. 91,76,000 to the concerned subscribers and .....Tag this Judgment!
Court : Mumbai
Reported in : 95CompCas28(Bom)
..... only if any other proceedings are pending before the company law board. in the submission of learned counsel, the section has been misread by the company law board. learned counsel submitted that section 248 of the companies act provides a substantive remedy for investigation into the ownership of any shares or debentures of the company and to make an order under section 248, it ..... that the company law board has also held that the result ..... is not necessary that some other proceedings are pending before 'the company law board. learned counsel further submitted ..... to believe- (a) to be, or to have been, interested in those shares or debentures ; or (b) to act, or to have acted, in relation to those shares or debentures, as the legal adviser or agent of someone interested therein ; to give the central government or the company law board, as the case may be, any information which he has, or can .....Tag this Judgment!
Court : Chennai
Reported in : 81CompCas669(Mad)
..... with effect from january 17, 1986, the transfer of shares and debentures be it of a public company or a deemed public company or a private company whether the securities were listed or unlisted were to be governed only by section 108 of the companies act. by amendment of the companies act by the companies (amendment) act, 1974, sections 108a to 108h were introduced which imposed restrictions on ..... instruments of transfer were not proper or have not been duly stamped and executed in contravention of section 108(1) of the companies act which mandate that a company shall not register a transfer of shares in or debentures of the company unless a proper instrument of transfer duly stamped and executed by or on behalf of the transferor of equity shares has been ..... . section 22a(3) thus modifies the scope of section 108 of the companies act which does not give any discretion to the company under section 108(1) of the act. the company in terms of the companies act even at the threshold shall not register a transfer of shares or debentures of the company unless a proper instrument of transfer duly stamped and executed by or on ..... which has taken place inasmuch as section 108(1) of the companies act has been violated read with section 2(11) and section 12 of the indian stamp act. the appellant contended before the company law board in its application that the appellant-company had resorted to a rights issue of partly convertible debentures (pcds) by letter of offer dated october 15, 1992, to .....Tag this Judgment!
Court : Chennai
Reported in : (1997)138CTR(Mad)83; 221ITR524(Mad)
..... , the syndicate bank ltd. was amalgamated with the industrial credit & development syndicate (icds) as per the scheme approved by the court under s. 394 of the companies act, 1956. consequently, the assessee received equity shares, bonds, debentures, etc., in the icds for the shares held by the assessee in the syndicate bank ltd. for the asst. yr. 1974-75, the assessee claimed exemption ..... extinguishment of any right belonging to the assessee in the transferor-company. therefore, it is not necessary to go into the question of considering the exemption provided under s. 47(vii) of the act in the matter of levying capital gains tax on the allotment of debentures along with shares in favour of the assessee. while referring the question suggested ..... the case of the assessee while shares and debentures were allotted to the assessee while two companies were amalgamated and inasmuch as the identity of the transferor-company get lost in amalgamation, there is no question of transfer or ..... consideration of the transfer of the share, or shares in the amalgamating company, he cannot get the benefit of s. 47(vii).' therefore, according to learned standing counsel in the amalgamation if the bonds and debentures are transferred, the assessee cannot get benefit under s. 47(vii) of the act. inasmuch as we came to the conclusion that there is no transfer in .....Tag this Judgment!