IN MATTER OF SECTION 155 OF COMPANIES ACT I OF 1956, AND IN MATTER OF TRANSFER OF 3, 38, 300 PART C OF RS 50/- OF 14% SECURED CONVERTIBLE DEBENTURES OF RS 100/- EACH OF DEEPAK FERTILISERS & PETROCHEMICALS CORPORATION LIMITED, INDIAN BANK Vs. DEEPAK FERTILISERS & PETROCHEMICALS CORPORATION LIMITED

JUDGEMENT

(1.) The pleadings are prolix. The few facts however, necessary to decide the reliefs prayed for are as under :-

(2.) In so far as Uttamchandani are concerned, the argument was that there was no permission of the Reserve Bank of India. It is contended on behalf of the Company that they wrote to the petitioners on 23rd December, 1991 that the Reserve Bank of India permission had not been forwarded. On the contrary, it is the case of the petitioners that these debentures form part of the 5,58,000 debentures lodged with the Company along with the Reserve Bank of India permission as set out in paragraph 9 of the affidavit in rejoinder of Shri Bharat Kantilal Vajani. It is no doubt true that the learned Counsel for the Company has pointed out that there are two different dates in so far as Uttamchandani are concerned. The Reserve Bank of India's permission is purported to have been forwarded on 16th September, 1990 whereas in so far as 5,58,000 debentures are concerned they were lodged with the Reserve Bank of India's permission on 27th September, 1990. However, the fact remains that the petitioners have averred that the permission was taken. The Enforcement Directorate who has been enquiring about other 92,000 debentures has not enquired about these 16,000 debentures and in the light of that the averment by Shri Bharat Vajani that the Reserve Bank of India permission had been submitted can be accepted. However, what remains is the objection by the Company that there is difference in signatures. In that light of the matter, it would not be possible to grant the reliefs as prayed for by the petitioners. However, suitable directions can be passed in so far as the amount due and payable against these debentures are concerned.

(3.) In so far as the 20,000 Part "C" debentures of Mr. and Mrs. Suryankant Patel are concerned, the only objection was that the names of the witnesses were not shown in the transfer document and secondly there was an objection raised on behalf of the transferor. In so far as the objection by the transferor is concerned, no legal proceedings have been initiated against the petitioners and/or the Company and in that light of the matter once the signatures tally it will be difficult to hold the objection as valid to disentitle rectification of the register of the debentures. The other objection regarding names of witnesses, it is pointed out by the learned Counsel for the Company are shown in the transfer document itself. Once that be the position in so far as these 20,000 debentures are concerned, the reliefs as prayed for by the petitioners herein can be granted as also consequential relief of paying the amount on maturity and interest thereon.