HINDUSTHAN DEVELOPMENT CORPORATION LTD Vs. STATE

JUDGEMENT

(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:

(2.) The issue price of Rs. 150 was payable as follows :

(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.