Court : SEBI Securities and Exchange Board of India or Securities Appellate Tribunal SAT
Decided on : Jul-19-2004
Reported in : (2005)3CompLJ305SAT
..... on certain stringent conditions was not barred.30. with respect to the circular relied on by sebi, the circular relates to shares and not with respect to debentures. shares and debentures are separately defined in the companies act. more so the circular deals with renounceable rights of promoters' quota. the circular also refers to dissemination of information through the media.the circular has no ..... court has been placed before us on this subject.28. sebi bases its conclusion that because agents were engaged the debenture is a public issue. in other words, because the company had engaged agents, it was contrary to section 67 of the companies act and the engagement of agent was also banned by circular no. 7 of 1992 dated 6th of july, 1992 issued ..... wlr 237 (ch.d.), the court interpreted the provision in the english companies act, 1948, which was similar to section 67 of the companies act, 1956. "subject to the provisions of the next following section, it shall not be lawful to issue any form of application for shares in or debentures of a company unless the form is issued with a prospectus which complies with the ..... employment of agents was prohibited with respect to private placement. the employment of agents with regard to private placement of debentures is recognized in section 76(1)(b)(iii) of the companies act. section 76(1)(6)(iii) indicates that even with regard to private placement of debenture agents can be employed under certain conditions. it is not in dispute that under the .....Tag this Judgment!
Court : Mumbai
Decided on : Aug-24-2004
Reported in : 2004(4)ALLMR641; 2004(6)BomCR564; 57SCL19(Bom)
..... argued before this court in om prakash berlia's case (supra) wherein this court has clearly taken the view that there is no mandatory provision in the companies act mandating a company to issue a debenture certificate before conversion of the same into an equity share.15. the other issue is whether the state is entitled to levy stamp duty on a transaction ..... a fully convertible debenture is made, the company must necessarily issue a fully convertible debenture certificate. in this behalf, he has referred to the decision of a learned single judge of this court (bharucha, ..... was) in om prakash berlia v. unit trust of india  54 comp. cas. 469 wherein the learned judge has categorically held that there is no provision in the companies act contemplating that the company must necessarily issue a fully convertible debenture certificate which argument was rejected categorically.5. mr. toor thereafter brought to our notice the provisions of the bombay stamp ..... they had, in fact, not issued any debenture certificates and, as such, there is no 'instrument' whereby the petitioner is liable to pay stamp duty other than the equity share certificates with regard to which the requisite stamp duty has already been paid. mr. toor contended that even the provisions of the companies act do not contemplate that if an allotment of .....Tag this Judgment!
Court : Mumbai
Decided on : Jan-08-2004
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 : Chennai
Decided on : Nov-16-2004
Reported in : 127CompCas351(Mad); 2005(1)CTC202; (2005)1MLJ238; 61SCL106(Mad)
..... the company and the public interest. in the instant case, there were sufficient ..... power conferred on the tribunal under section 397 of the companies act for the relief in the case of oppression and under section 398 of the companies act for the relief in the case of mismanagement are equally intended to safeguard the interest of the member or members as well as the shareholders, debenture holders, creditors, as well as in the interest of ..... members, shareholders, debenture holders, creditors as well as the interest of the public and the public interest, in various forms, besides misfeasance and ..... materials placed before the company law board by the central government to prove that there were acts of omissions and commissions attracting oppression of the interest of the .....Tag this Judgment!
Court : Intellectual Property Appellate Board IPAB
Decided on : Dec-03-2004
..... to similar provisions in the english company law. the provisions had been interpreted by the courts and the proposition of the law ..... . the provision in the act is based upon similar precedents available in other corporate laws. section 153 of the companies act, 1956 makes a provision exactly on the same lines in relation to the register of members or of debenture holders of the company. section 153 of the companies act, 1956 again has its linkage ..... register" whether in section 6(2) of the trade and merchandise marks act, 1958 or section 153 of the companies act, 1956, are only with a view to avoid the liability of the registrar of trade marks or the company in matter of inter vivos relationship of the trustee and the cesti que ..... mark 'camel' has been unequivocally acknowledged and accepted by the petitioner over a period of 23 years. the persons who manage the petitioner company and the first respondent trust are close relatives and belong to the family of late shri iya nadar. the present dispute is only an ..... trust. 9. learned counsel for the first respondent drew our attention to the case of amrit banaspati company limited .....Tag this Judgment!
Court : Punjab and Haryana
Decided on : Jul-30-2004
Reported in : 124CompCas201(P& H); (2004)4CompLJ288(P& H); 55SCL165(Punj& Har)
..... a committee in 1950, under the chairmanship of shri bhabha. on the basis of the recommendations made by the bhabha committee, the companies act, 1956, was enacted, incorporating therein provisions vesting power with the central government, to conduct inspection and investigation. the government of india appointed another committee under the ..... determining the issue in hand, the apex court traced out the legislative history of the companies act, commencing from the enactment of the joint stock companies act of 1850, till the addition of section 58a to the companies act, 1956 [inserted through the companies (amendment) act, 1974]. the court also noticed the fact, that the government of india had appointed ..... the 'issue of securities'; to pay for services rendered (or to be rendered) in acting as trustees for 'debenture' or 'debenture stock holders' or for guarantying the placing on any 'shares' in the company's capital or any debenture or debenture stock or 'other securities of the company' etc.; to sell, improve, manage, develop, exchange, lease, mortgage, dispose of, ..... in securities, by regulating the businesses dealing therewith. section 2(h) of the aforesaid act defined the term 'securities' as under :--'(h) 'securities' include-- (i) shares, scrips, stocks, bonds, debentures, debentures stock or other marketable securities of a like nature in or of any incorporated company or other body corporate;(id) to (ic)** ** **(ii) government securities; and(iia .....Tag this Judgment!
Court : Kerala
Decided on : Apr-05-2004
Reported in : 269ITR167(Ker); 2004(2)KLT914
..... of any property other than cash will be determined in accordance with the provisions of schedule iii to the wealth tax act, that under the scheme formulated by the finance act, 1992, shares and debentures in companies are not liable to levy of wealth tax, that the finance act, 1992 by way of consequential amendment omitted part c of schedule iii to the wealth tax ..... the act as no mode has been specified for determining the value of these shares and debentures and that finance act, 1993 has revived part c of schedule iii to the ..... wealth tax act in schedule ii to the act to overcome this difficulty. it is ..... act which specified the mode for valuation of these shares and debentures in companies, that the deletion of these rules has created difficulties under .....Tag this Judgment!
Court : House of Lords
Decided on : Mar-04-2004
..... expenses should be paid out of amounts realised by the charged assets in priority to the claims of the debenture holder. the legislation 8. the relevant law starts with the statutory creation of a class of preferential debts in the 19th century. the companies act 1883, section 4, made provision that to a defined extent unpaid wages and salaries of clerks, servants, ..... them, have priority over the claims of holders of debentures or debenture stock under any floating charge created by such company, and shall be paid accordingly out of any property comprised in or subject to such charge." 34. the provisions of the 1888 and 1897 acts have since been consolidated and reproduced in successive companies acts and are now contained in section 175 of the ..... the winding up of any company under the companies act, 1862, and the acts amending the same, the debts mentioned in section one of the preferential payments in bankruptcy act, 1888, shall, so far as the assets of the company available for payment of general creditors may be insufficient to meet them, have priority over the claims of holders of debentures or debenture stock under any floating ..... cost of realisation: see in re regent's canal ironworks company (1875) 3 ch app 411. but the debenture-holder has no liability for the general costs of the winding up. 32. the general rule is that unsecured creditors are entitled to share pari passu in the company's fund. but the companies act 1883 introduced (by analogy with the law of bankruptcy) the .....Tag this Judgment!
Court : Mumbai
Decided on : Aug-10-2004
Reported in : AIR2005Bom65; I(2005)BC557; 2004(6)BomCR557; 127CompCas920(Bom); 2005(1)MhLj813
..... sub-section (2) gives a power to the central government to declare any entity as financial institutions which are not specified under sub-section (1) of section 4a of the companies act 1 of 1956, and therefore, in the present case, the sub-section (2) of section 4a has no application whatsoever. we thus reject the submission of the learned counsel ..... hand, it was pointed out that the fact remains that the amount contributed to the debentures was that of the subscribers and the debenture trustee had an obligation to act faithfully. it was submitted that this arrangement was made principally to secure the capital required by the company. at the same time, it was not required to face a litigation by each and ..... , the predominant debentureholders were either banks or financial institutions or mutual funds or insurance companies. the respondent no. 1 was acting on their behalf. having considered the kind of arrangement that is created, it is very clear that though certain rights and responsibilities are given to the debenture trustees, that does not mean that they become the owners of the amounts contributed ..... every debentureholders. on the other hand, the debentureholders were given a protective mechanism by mortgaging the property of the company to .....Tag this Judgment!
Court : Andhra Pradesh
Decided on : Apr-27-2004
Reported in : 2004(3)ALD832; 123CompCas446(AP); (2004)4CompLJ375(AP); 53SCL376(AP)
..... a special resolution resort to any of the purposes under sub-section (1) of section 100? section 100 or any of the provisions in the companies act does not confer any right on the company to reduce its share capital. such a right has to be conferred by thearticles of association. sub-section (1) of section 100 makes it very clear that ..... by m/s. hyderabad industries limited purportedly under section 100 read with section 78 of the companies act, 1956 (for short, the act), the petitioner company prays for confirmation of adjustment of share premium against the permanent loss in value of investment made by the company in nepal metal company limited ('nmcl' for brevity) as approved by special resolution by annual general meeting of the ..... of, or the commission paid or discount allowed on, any issue of shares or debentures of the company; or providing for the premium payable on the redemption of any redeemable preference shares or of any debentures of the company. the proviso to sub-section (3) further clarifies that before commencement of the act, if any share premium account is used as 'identifiable part of the ..... company's reserves', the same shall be disregarded because as per sub-section (3), if any company had issued shares at a premium, that money .....Tag this Judgment!