TaxTMI 
TaxTMI 
1993 (3) TMI 375
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....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 ....
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.... 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 c....
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....lication for the registration of the transfer of any such shares, debentures or debenture stock, deliver, in accordance with the procedure laid down in Section 53, the certificates of all shares, debentures and certificates of debenture stocks allotted or transferred : Provided that the Company Law Board may, on an application being made to it in this behalf by the company, extend any of the periods within which the certificates of all debentures and debenture stocks allotted or transferred shall be delivered under this sub-section, to a further period not exceeding nine months, if it is satisfied that it is not possible for the company to deliver such certificates within the said periods." 7. Section 113(1) as it applies to deb....
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....he section specifically deals with "certificate" only and not "letter of allotment". According to recognised principles of construction "the ratio of the rule of interpretation that words of legal import occurring in a statute should be construed in their legal sense is that those words have in law acquired a definite and precise sense and that accordingly the Legislature must be taken to have intended that they should be understood in that sense. In interpreting an expression used in a legal sense, therefore, we have only to ascertain the precise connotation which it possesses in law." (State of Madras v. Cannon Dunkerly and Co. (Madras) Ltd., AIR 1958 SC 560, 573; [1958] 9 STC 353, 377. This is in line with what Lord Macnaghten has observ....
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....rrying the particulars of the charge. These are the requirements of the guidelines for issue of debentures as promulgated by the Government of India. The question of applicability of this proviso to "letters of allotment" has also been examined in this connection. As already established the main provision under Section 113(1) does not relate to letters of allotment. As such the proviso also cannot be applicable to letters of allotment. We cannot give one interpretation to the substantive provision and a different interpretation to the proviso to the substantive provision. The real nature of a proviso has been examined in many cases already. "The proper function of a proviso is that it qualifies the generality of the main enactment by provid....