TOMMORROWLAND LIMITED Vs. HDFC BANK LTD

JUDGEMENT

(1.) The present suit is one of 27 connected suits, all of which relate to disputes between the Plaintiff - M/s MS Shoes East Ltd. (now known as Tommorrowland Limited) and various Defendants/Respondents who were Underwriters of a public issue brought out by the Plaintiff-Company in 1995. The background of the cases is the same but the underlying facts vary from case to case, hence separate judgements are being delivered.

(2.) The Plaintiff launched a public issue for 1,75,84,800 zero interest unsecured Fully Convertible Debentures (hereinafter, 'FCDs') of Rs.199.00 each for cash and at par aggregating to Rs.349,93,75,200.00 to the public and issue of 31,28,500 FCDs of Rs.250.00 each for cash at par aggregating to Rs.78,21,25,000.00 to non-resident Indians / persons of Indian origin resident abroad / OCBs on firm allotment basis together aggregating to Rs.428,15,00,200.00 (hereinafter 'public issue'). The disputes in these cases relate only to FCDs issued to the public in India. The issue was publicized along with a prospectus, which was duly vetted by the Securities and Exchange Board of India (hereinafter 'SEBI').

(3.) The issue was opened on 14/2/1995 and the closing date for the issue was to be not later than 24/2/1995. The earliest closing date was 18/2/1995. The Lead Managers to the issue were SBI Capital Markets Ltd., Tourism Finance Corporation of India Limited, Lloyds Finance Limited, Indian Merchant Banking Services Ltd. and Bank of Baroda. The Registrar to the issue was MAS Services Pvt. Ltd. The FCDs, which were to be allotted to the subscribers, were to be compulsorily and automatically converted into one equity share of Rs.10.00 each fully paid up, at a premium of Rs.189.00 in the case of Indian public, on the date of conversion i.e. on the expiry of seventeen and a half months from the date of allotment of these debentures. Each debenture was to have a face value of Rs.199.00. No interest was payable thereon.