Debenture redemption terms remain binding absent required approvals, leaving the company liable under the original agreement.

A company resolution rescheduling redemption of debentures was not binding where it remained expressly subject to approval by debentureholders and relevant authorities, and no such approval was shown. No debentureholders' meeting had been convened, and the proposal was still under consideration by financial institutions and the Reserve Bank of India. On those facts, the resolution could not override the original redemption terms, and the company remained liable to redeem the debentures in accordance with the agreement.

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Issues: Whether the company's resolution rescheduling redemption of debentures, without approval of the debentureholders and the concerned authorities, was binding on the complainants and relieved the company of liability to redeem the debentures according to the original terms.

Analysis: The resolution itself was stated to be subject to approval by the debentureholders, the Controller of Capital Issues, financial institutions, banks and other concerned authorities. No approval had been shown, no debentureholders' meeting had been convened, and the resolution was still under consideration by the financial institutions and the Reserve Bank of India. In these circumstances, the resolution could not override the agreed terms governing redemption of the debentures.

Conclusion: The resolution was not binding on the complainants, and the respondent remained liable to repay the debenture amounts in accordance with the agreement.

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