A.R. Ramanathan (Member) - (1.) THIS is a petition filed under Section 113(1) of the Companies Act, 1956 (hereinafter called "the Act"), by the Hindusthan Development Corporation Limited (hereinafter called "the company") having its registered office at Mody Building, 27, Sir R.N. Mukherjee Road, Calcutta 700 001. The facts are that the company offered for subscription around December, 1991, to January, 1992, the following: (a) 61,25,174--14% Secured Redeemable Partly Convertible Debentures (Series IX) of Rs. 150 each for cash at par on right basis aggregating to Rs. 91.88 crores to the equity shareholders and the employees of the company ; (b) 1,38,86,500--Similar debentures of Rs. 150 each aggregating to Rs. 208.30 crores for cash at par to the resident Indian public and employees of the company by a public issue.
(2.) The issue price of Rs. 150 was payable as follows : Part : A--(Convertible) Rs. 10 on application and Rs. 40 on allotment. Part : B--(Convertible) Rs. 2.50 on application, Rs. 10 on allotment and Rs.37.50 at the time of first and final call. Part : C--(Non-convertible) Rs. 25 on application and Rs. 25 on allotment. The above issue was oversubscribed. Allotment was made in respect of the right issue on 14th March, 1992, and in respect of the public issue on April 21, 1992. The company despatched letters of allotment to the allottees of right issue and public issue on April 4, 1992, and May 22, 1992, respectively. Thereafter, the company has obtained the permission of the Company Law Board, Eastern Region Bench, under Section 113(1) of the Act for the extension of time to deliver the debenture certificates up to March 13, 1993, in respect of the right issue and April 20, 1993, in respect of the public issue.
(3.) THE company now submits through the present petition that since the letter of allotment is itself transferable, a large number of such letters together with transfer deeds have been lodged for registration of transfer. According to the company, Section 113 of the Act requires that the debenture certificates have to be delivered to the transferees within 2 months from the date of application for registration of transfer which delivery may be considered to be applicable to letters of allotment as well. THE board of directors of the company at a meeting held on September 14, 1992, decided for genuine reasons to apply to the Company Law Board, Eastern Region Bench, for extension of time to deliver the letters of allotment to the transferees after registration of transfer, for a further period of 9 months. THE company states that if it is considered that section 113 of the Act, as amended, also applies to letters of allotment, then the section requires that such letters of allotment should be delivered within 2 months from the date of transfer. It further states that the proviso to Sub-section (1) provides that the Company Law Board on an application may extend the said period of 2 months to a further period of not exceeding 9 months. In the instant case, the letters of allotment were lodged for registration of transfer before September 5, 1992, and were required to be delivered within 2 months of the lodgment. However, due to genuine reasons the company will not be in a position to deliver the letters of allotment to the transferees within this 2 month period. THE Board took into account all lodgments till September 5, 1992, and has made a single application praying for extension of time for delivering the letters of allotment up to a period of 9 months after the lapse of a period of 2 months from the date of lodgment.;