TMI Blog1992 (2) TMI 269X X X X Extracts X X X X X X X X Extracts X X X X ..... Rehha, A.R. Amin, K.J. John, Dr. A.M. Singhvi and Ajit Pudussery for the Appearing Parties. JUDGMENT T.K. Thommen, J. The question which arises in this appeal from the judgment of the Bombay High Court in Writ Petition No. 2038 of 1991 is, when does a company become liable to pay interest under section 73(2A) of the Companies Act, 1956 ("the Act") ? The answer to it depends on the answer to the more fundamental and far more difficult question, i.e. , when does a company become liable to repay the money received from the applicants for shares or debentures in excess of the aggregate of the application money relating to the allotted shares or debentures? If such excess application money is not repaid within eight days from the day on which the company becomes liable to pay it, the company and every director "who is an officer in default" is liable to pay interest at the specified rates. The period of eight days has to be reckoned in accordance with section 74. But, it is not clear when exactly the liability to repay the excess money arises. Does it arise on the date of the allotment, as found by the High Court, or on the expiry of ten weeks from the date of closin ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... rores. In view of this public response, the share issue was closed on August 23, 1990. On October 15, 1990, the board of directors of the company approved the allotment of shares. Shortly thereafter, it secured the requisite permission of the stock exchanges at Indore, Ahmedabad, Bombay, Calcutta and Delhi to deal in the shares offered in the prospectus. These permissions were obtained prior to November 1, 1990. The company had to despatch 25,50,604 refund orders of an aggregate value of well over Rs. 200 crores. These orders which were printed in Bombay were meant to be despatched from Delhi. The company despatched 8,55,226 refund orders from the Sarojini Nagar Post Office, New Delhi, at the rate of approximately 1,00,000 refund orders per day. On October 26, 1990, a consignment of 6,69,999 refund orders had been despatched from Bombay to Delhi in a brake van of the Paschim Express. A fire broke out on the way in the brake van as a result of which many refund orders were destroyed. Almost 50% of the consignment was missing after-the accident. In consultation with the Madhya Pradesh Stock Exchange and the company's bank, instructions were issued by the company to stop payment of al ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... and as referred to by the High Court in the impugned judgment) that the liability to pay the excess amounts arose on the expiry of ten weeks from the date of closure of the subscription lists, the Securities and Exchange Board of India contended that the liability arose on the date of allotment. In the present appeal, however, the Union of India supports the stand of the Securities and Exchange Board of India. On the other hand, the company contended that, on the facts of this case, the liability arose only at the end of the period as extended by the Stock Exchange at Indore in terms of the prospectus. The High Court held (page 16 supra ): "In our judgment, there is no difficulty in fixing the date from which the liability of the company to make repayment arises. In a case where the allotment is completed before the expiry of ten weeks, then from the date of allotment and, in case where the allotment is not completed till the expiry of ten weeks from the date of closure of the subscription list, then from the date of expiry of ten weeks". The reason stated by the High Court for coming to this conclusion is that the company knew what the excess amount was on the date of allotm ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... e the shares or debentures intended to be so offered to the public to be dealt with in each such stock exchange in terms of section 73. We shall now read the provisions of section 73 in so far as they are material : Sub-section (1) of section 73 reads : "73(1) Every company, intending to offer shares or debentures to the public for subscription by the issue of a prospectus shall, before such issue, make an application to one or more recognised stock exchanges for permission for the shares or debentures intending to be so offered to be dealt with in the stock exchange or each such stock exchange". This sub-section was inserted by the Companies (Amendment) Act, 1988, with effect from June 15, 1988. It has application only to a company intending to offer shares or debentures to the public for subscription by the issue of a prospectus. Until this sub-section was inserted, listing of public issues was not compulsory. The original sub-section (1) was substituted by the Companies (Amendment) Act, 1974, with effect from February 1, 1975, and was substituted again and renumbered as the present sub-section (1A) with effect from June 15, 1988, by the Companies (Amendment) Act, 1988. S ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... is made dependent on the result of the appeal. What is significant is that it is the legislative intent to delay the result postulated under sub-section (1A), i.e , rendering the allotment void, until the said period of ten weeks has expired or until the dismissal of the appeal. Sub-section (2), as amended in 1988, reads : "Where the permission has not been applied under sub-section (1) or, such permission having been applied for, has not been granted as aforesaid, the company shall forthwith repay without interest all moneys received from applicants in pursuance of the prospectus, and, if any such money is not repaid within eight days after the company becomes liable to repay it, the company and every director of the company who is an officer in default shall, on and from the expiry of the eighth day, be jointly and severally liable to repay that money with interest at such rate, not less than four per cent. and not more than fifteen per cent., as may be prescribed, having regard to the length of the period of delay in making the repayment of such money". This sub-section requires the company to repay "forthwith" all money received from applicants in response to the compan ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... n, as it stood prior to 1988, exempted a director from such liability if the default was not caused by his misconduct or negligence. As a result of substitution of a portion of the sub-section by the Amendment Act of 1988, the company and every director of the company "who is an officer in default" are made jointly and severally liable for payment of the principal amount as well as interest. We shall now read the crucial provision which is sub-section (2A) : "Where permission has been granted by the recognised stock exchange or stock exchanges for dealing in any shares or debentures in such stock exchange or each such stock exchange and the moneys received from applicants for shares or debentures are in excess of the aggregate of the application moneys relating to the shares or debentures in respect of which allotments have been made, the company shall repay the moneys to the extent of such excess forthwith without interest, and if such money is not repaid within eight days, from the day the company becomes liable to pay it, the company and every director of the company who is an officer in default shall, on and from the expiry of the eighth day, be jointly and severally liable ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... who is in default" contained in section 2(31) read with section 5. This definition includes the managing director or a whole-time director of a company. So understood, the liability imposed under sub-section (2A) on a director of the company falls only upon a director who is "an officer in default", as defined under section 2(31) read with section 5( a ), ( b ), and not upon any other director. The nominees of the Government or financial institutions on the board of directors of the company, but not directly in charge of its administration as fulltime directors, are exempted from personal liability. The rate of interest payable under sub-section (2A) is, as seen above, not less than four per cent. and not more than fifteen per cent. The sub-section requires the company to repay the oversubscribed amounts. These amounts are paid by persons who have responded to the prospectus which was issued by the company after making an application for permission in accordance with sub-section (1). But, when the subscription lists are closed, the excess money is ascertained with reference to the actual allotments made and so it becomes repayable as the company has no right to retain it. The q ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... Madhya Pradesh Stock Exchange. If Mr. Dewan's argument were to be accepted, the company would have incurred no liability to pay interest, for time had been extended by the Madhya Pradesh Stock Exchange. But this argument is clearly contrary to the provisions contained in sub-section (4) of section 73 of the Act which reads : "73(4) Any condition purporting to require or bind any applicant for shares or debentures to waive compliance with any of the requirements of this section shall be void". In the teeth of that sub-section, Mr. Dewan's argument on the point is totally without merit. Even if sub-section (4) had not been inserted in sec-tion 73, Mr. Dewan's argument in this respect would have been equally unsustainable, for no agreement can defeat or circumvent a mandatory requirement of the statute. This is all the more so in view of section 9 which specifically provides that the provisions of the Act override the memorandum or articles of association of the company or any agreement executed or resolution passed by it. The statute requires the company to pay interest in terms of sub-section (2A). That provision says that the company should pay excess money forthwith, failing ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... other hand, provides for punishment. It reads : "73(2B) If default is made in complying with the provisions of sub-section (2A), the company and every officer of the company who is in default shall be punishable with fine which may extend to five thousand rupees, and where repayment is not made within six months from the expiry of the eighth day, also with imprisonment for a term which may extend to one year". This sub-section is concerned solely with default of compliance with the requirement of sub-section (2A), namely, repayment of excess money. Failure to repay the excess money as required by sub-section (2A) visits the company and every officer of the company who is in default (as defined under section 5) with the stipulated punishment. This is, of course, in addition to the payment of interest prescribed in sub-section (2A). Sub-section (5), as it stood prior to February 1, 1975, read : "73(5) For the purpose of this section, permission shall not be deemed to be refused if it is intimated that the application for permission though not at present granted, will be given further consideration". This sub-section was substituted by the Companies (Amendment) Act, 1974, w ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... connection, reference may be made to sub-section (3) which reads : "73(3) All moneys received as aforesaid shall be kept in a separate bank account maintained with a scheduled bank until the permission has been granted, or where an appeal has been preferred against the refusal to grant such permission, until the disposal of the appeal, and the money standing in such separate account shall, where the permission has not been applied for as aforesaid or has not been granted, be repaid within the time and in the manner specified in sub-section ( 2 ) , and if default is made in complying with this sub-section, the company, and every officer of the company who is in default, shall be punishable with fine which may extend to five thousand rupees". (emphasis supplied) This sub-section refers to the obligation of the company to keep all amounts received from the subscribers in a separate bank account maintained with a scheduled bank. Such money must so remain in the bank until permission has been granted by the stock exchange or until the disposal of an appeal preferred against refusal to grant permission. Where the permission has not been sought, the company has, as seen above, ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... have been permitted to be dealt in on the stock exchange or each stock exchange specified in the prospectus ; or ( b )repayment of moneys received from applicants in pursuance of the prospectus, where shares have not been permitted to be dealt in on the stock exchange or each stock exchange specified in the prospectus, as the case may be, or, where the company is for any other reason unable to make the allotment of share". The money credited to the separate bank account can be utilised only for two purposes : (1) for adjustment against allotment of shares where listing is permitted ; or (2) for repayment where listing is not permitted or the company is otherwise unable to allot shares. The company has no right to deal with the money in any other manner or keep it longer than permitted by the section. The money so kept in the separate bank account is held by the company for and on behalf of the subscribers in a fiduciary capacity. Such amounts do not form part of the general assets of the company. The relationship between the applicants and the company in respect of the application money so held in accordance with sub-section (3) is that of "bailors and bailee and not of cred ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... of closure of the subscription lists, and the interest will begin to accrue thereon on the expiry of eight days therefrom. This construction is, in our view, just and reasonable from the point of view of both the investor and the company, and has the advantage of certainty, uniformity and easy application. The condition attached to the order of the Government of India dated May 31, 1990, which we have extracted above, indicates that the time-limit of ten weeks from the date of closure of the subscription lists applied to refund orders as well as to allotment of all securities and despatch of allot-ment letters/certificates. The Government of India thus understood that the liability of the company to repay the amounts in terms of section 73 arose only at the end of ten weeks from the date of closure of the subscription lists. That this condition presumably applies to repayment under sub-section (2) as well as under sub-section (2A) of section 73, is fully borne out by the averments contained in the affidavit filed in the High Court on behalf of the Union of India as well as by the oral submissions on its behalf before the High Court on the point. Similar appears to be the stand of ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... perusing the draft judgment of my learned brother. I concur with him. However, some important points require to be amplified. The points that arise for determination are : ( i )The scope of liability under section 73(2A) of the Companies Act. ( ii )Meaning of the word "forthwith". ( iii )Whether the payment of interest is penal in nature ? ( iv )Whether administrative inconvenience could be pleaded to avoid the statutory liability ? Section 73 occurs under Part III of the Companies Act, 1956 (Central Act 1 of 1956, hereinafter referred to as "the Act"). This section deals with the allotment of shares and debentures. It has undergone important amendments in 1975 and 1988. Prior to the amendment in 1975, section 73 read as under : " Allotment of shares and debentures to be dealt in on stock exchange. (1) Where a prospectus, whether issued generally or not states that application has been or will be made for permission for the shares or debentures offered thereby to be dealt in on a recognised stock exchange, any allotment made on an application in pursuance of the prospectus shall, whenever made, be void, if the permission has not been applied for before the tenth day af ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... l be construed accordingly ; and ( iii )for the reference in sub-section (3) to the company and every officer of the company who is in default, there shall be substituted a reference to any person by or through whom the offer is made and who is knowingly guilty of, or wilfully authorises or permits, the default. (7) No prospectus shall state that application has been made for permission for the shares or debentures offered thereby to be dealt in on any stock exchange, unless it is a recognised stock exchange". After amendment in 1975, section 73 read as follows : " Allotment of shares and debentures to be dealt in on stock exchange. (1) Where a prospectus, whether issued generally or not, states that an appli-cation has been, or will be, made for permission for the shares or debentures offered thereby to be dealt in on one or more recognised stock exchanges, such prospectus shall state the name of the stock exchange or, as the case may be, each such stock exchange, and any allotment made on an application in pursuance of such prospectus shall, whenever made, be void if the permission has not been applied for before the tenth day after the first issue of the prospectus, or, ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ith fine which may extend to five thousand rupees, and where repayment is not made within six months from the expiry of the eighth day, also with imprisonment for a term which may extend to one year. (3) All moneys received as aforesaid shall be kept in a separate bank account maintained with a scheduled bank until the permission has been granted, or where an appeal has been preferred against the refusal to grant such permission, until the disposal of the appeal, and the money standing in such separate account shall, where the permission has not been applied for as aforesaid or has not been granted, be repaid within the time and in the manner specified in sub-section (2) ; and if default is made in complying with this sub-section, the company, and every officer of the company who is in default, shall be punishable with fine which may extend to five thousand rupees. (3A) Moneys standing to the credit of the separate bank account referred to in sub-section (3) shall not be utilised for any purpose other than the following purposes, namely : ( a )Adjustment against allotment of shares, where the shares have been permitted to be dealt in on the stock exchange or each such stock ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... or not, states that an application under sub-section (1) has been made for permission for the shares or debentures offered thereby to be dealt in on one or more recognized stock exchanges, such prospectus shall state the name of the stock exchange or, as the case may be, each such stock exchange, and any allotment made on an application in pursuance of such prospectus shall, whenever made, be void if the permission has not been granted by the stock exchange or each such stock exchange, as the case may be, before the expiry of ten weeks from the date of the closing of the subscription lists: Provided that where an appeal against the decision of any recognised stock exchange refusing permission for the shares or debentures to be dealt in on that stock exchange has been preferred under section 22 of the Securities Contracts (Regulation) Act, 1956 (42 of 1956), such allotment shall not be void until the dismissal of the appeal. (2) Where the permission has not been applied under sub-section (1) or, such permission having been applied for, has not been granted as afore-said, the company shall forthwith repay without interest all moneys received from applicants in pursuance of the pr ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... company who is in default, shall be punishable with fine which may extend to five thousand rupees. (3A) Moneys standing to the credit of the separate bank account referred to in sub-section (3) shall not be utilised for any purpose other than the following purposes, namely : ( a )adjustment against allotment of shares, where the shares have been permitted to be dealt in on the stock exchange or each stock exchange specified in the prospectus ; or ( b )repayment of moneys received from applicants in pursuance of the prospectus, where shares have not been permitted to be dealt in on the stock exchange or each stock exchange specified in the prospectus, as the case may be, or, where the company is for any other reason unable to make the allotment of share. (4) Any condition purporting to require or bind any applicant for shares or debentures to waive compliance with any of the requirements of this section shall be void. (5) For the purposes of this section, it shall be deemed that permission has not been granted if the application for permission, where made, has not been disposed of within the time specified in sub-section (1). (6) This section shall have effect ( a ) ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... er cent. depending upon the period of delay. With a view to ensuring that ordinary directors like nominees of Government/financial institution do not attract the penal provisions, it is further proposed that only the director,' who is an 'officer in default' should be liable for prosecution". As per provisions to sub-section (1), an appeal may be preferred under section 22 of the Securities Contracts (Regulation) Act, 1956. Such an appeal may be :- ( i ) the decision of stock exchange refusing permission ; and ( ii )if the stock exchange fails to dispose of the application for permission within ten weeks from the date of closing of the subscription lists. This ten weeks become important because of the deemed rejection under sub-section (5). Sub-section (1A) mentions the date of closing of the subscription lists. Thus, it is a crucial date for determining the expiry of ten weeks for the grant of permission by the stock exchange. Equally that becomes the crucial date for calculating the time for preferring an appeal under section 22 of the Securities Contracts (Regulation) Act, 1956, as aforesaid against the refusal of permission. No doubt, neither in this section nor elsewhe ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... pay interest. The date of allotment, according to Mr. Andhyarujina and Mr. Cooper, is the relevant date. Therefore, according to learned counsel, the crucial issue is the allotment. It is also submitted that when permission is granted, it is only a categorisation. It has already been seen that under section 69(5), specific days have been mentioned as 120 and 130, respectively. Sub-section (2A) of section 73 does not mention any specific day. It also requires to be noticed that under sub-section (1A) of this very section "ten weeks from the date of closing of the subscription lists" is mentioned. Both under sub-sections (2) and (2A), no such time has been prescribed. Prior to 1988, sub-section (1) contemplated two situations ( i ) application to stock exchange being made after issue within ten days of issue, or ( ii ) application made before the issue and ten weeks for stock exchange to grant the application. Of course, if the application is not granted within ten weeks, there will be deemed rejection under sub-section (5). But, unfortunately, after the amendment of sub-sections (1) and (1A), sub-section (2) has not been amended with reference to these amended provisions. As the l ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... e of being paid ; suitable to be paid ; admitting or demanding payment; justly due ; legally enforceable. A sum of money is said to be payable when a person is under an obligation to pay it. Payable may, therefore, signify an obligation to pay at a future time, but, when used without qualification, the term normally means that the debt is payable at once, as opposed to 'owing' ". As a matter of fact, these words assumed great significance under section 60 of the Transfer of Property Act, 1882. The section was amended by Act 20 of 1929. The word "due" in the section has been substituted for the word "payable" in order to make it clear that a mortgagor cannot redeem within the term of the mortgage. "When the right of redemption arises the right of redemption arises when the principal money secured by the mortgage has become due and may be exercised at any time thereafter, subject of course to the law of limitation. In English law, the mortgagor cannot redeem before the time fixed for payment. Nevertheless, there were a considerable number of Indian cases in which it was held that the time fixed in the deed was fixed for the convenience of the mortgagor and that he could redeem befo ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ed, the revenue, tax, cess or rate, due from the company to the Central or State Government or to a local authority must be presently payable, that is, that the liability could be enforced as at the relevant date and, secondly, it must have so become presently payable within the twelve months immediately preceding the relevant date".(at pages 34, 35) In this connection, we may refer to the case in Union of India v. Air Foam Industries ( P. ) Ltd., AIR 1974 SC 1265, 1271, which reads as follows : "The first thing that strikes one on looking at clause 18 is its heading which reads : 'Recovery of sums due'. It is true that a heading cannot control the interpretation of a clause if its meaning is otherwise plain and unambiguous, but it can certainly be referred to as indicating the general drift of the clause and affording a key to a better understanding of its meaning. The heading of clause 18 clearly suggests that this clause is intended to deal with the subject of recovery of sums due. Now a sum would be due to the purchaser when there is an existing obligation to pay it in praesenti. It would be profitable in this connection to refer to the concept of a 'debt' for a sum d ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... nge ? For the grant of such permission ten weeks are available. Therefore, a company making allotment prior to the grant of permission cannot be mulcted with the liability when the section itself comes into play upon the grant of per-mission. Therefore, some definite date is required. It cannot be lost sight of that where permission is refused in the first instance there is also the right of appeal under section 22 of the Securities Contracts (Regulation) Act, 1956. This too, has got an important bearing. It cannot be held that after allotment the mechanics of refund would come into play and again after rejection of permission, the money on all applications should be refunded once over again. Equally, the contention of Mr. Anil Divan that the stock exchange will have power to extend the time cannot be accepted. It may be a practice to do so. But it does not mean that the stock exchange can act contrary to the clear wording of this section ; more so, when sub-section (4) is clear in its terms. Merely because the intending applicants agree to abide by the prospectus that cannot be binding in the teeth of this sub-section. For the sake of completion, reference may be made to the c ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... olume I, page 264 states as follows : "REFUSAL OF APPLICATION TO DEAL. Where a prospectus states that application has been or will be made for the shares or debentures to be dealt with on the stock exchange, any allotment made on an application under the prospectus shall be void (1)if permission has not been applied for before the third day after the first issue of the prospectus ; or (2)if permission is refused before the expiration of three weeks (subject to the extension by the stock exchange to six weeks) from the date of the closing of the subscription lists (section 51(1)). It should be noted that under case (2) above, the allotment is not void if the stock exchange merely defers the decision on permission to deal, or does not arrive at a decision within the stated time. During the periods stated in cases (1) and (2) above, the application money received by the company from shareholders who applied for shares has to be kept on a separate account (section 51(3)); 'that appears', as Harman J. observed in Nanwa Gold Mines Ltd. [1955] 1 WLR 1080,1085 'to be an attempt to erect, so to speak, by statute a kind of trust for applicants' ; consequently, the application m ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ny will pay interest for the delayed period, at prescribed rates in sub-sections (2) and (2A) of section 73. No statement made in this form shall contravene any of the pro visions of the Companies Act, 1956, and the rules made thereunder". Again, Notification No. S.O. 666( e ), dated October 3, 1991 ([1991] 72 Comp Cas (St.) 149, 150), issued under sub-section (1) of section 641 with amendments in Schedule II to the said Act, under Part I General Information, stated as under : "( f ) Declaration about the issue of allotment letters/refunds within a period of ten weeks and interest in case of any delay in refund at the prescribed rate under section 73(2)/2A". Thus, the liability of the company to repay the excess amount under section 73(2A) will arise only on the expiry of ten weeks from the date of the closure of subscription lists. The interest begins to accrue thereupon from the end of eight days. As to the meaning of the word "forthwith", we will now refer to Bouvier's Law Dictionary for the meaning of the word "forthwith'. As soon as by reasonable exertion, confined to the object, it may be accomplished (approved in Dickerman v. Trust Co., 176 US 193 ; 20 Sup. C ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ss on the date prescribed under the rules. Rule 4 of the U.P. Sugarcane Cess Rules, 1956, provides that the cess due on the sugarcane entering into the premises during the first fortnight of each calendar year must be deposited in the Government treasury by the twenty-second day of that month and the cess due for the remainder of the month must be deposited before the seventh day of the next following month. If the cess is not paid by the specified date, then by virtue of section 3(3), the arrear of cess will carry interest at the rate of six per cent. per annum from the specified date to the date of payment. Section 3(5) is a very different provision. It does not deal with the interest paid on the arrear of cess but provides for an additional sum recoverable by way of penalty from a person who defaults in making payment of cess. It is a thing apart from an arrear of cess and the interest due thereon. Now, the interest payable on an arrear of cess under section 3(3) is in reality part and parcel of the liability to pay cess. It is an accretion to the cess. The arrear of cess 'carries' interest ; if the cess is not paid within the prescribed period, a larger sum will become payabl ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... judges failed to notice section 3(5) and section 4 and the other provisions of the Cess Act". (pp. 433, 434) The last question will be, in view of the clear terms of the statute, whether administrative inconvenience could be pleaded. This could be decided with reference to the case in Sanjeev Coke Manufacturing Co. v. Bharat Coking Coal Ltd. [1983] 1 SCR 1000, 1039, ; AIR 1983 SC 239, 254 as follows : "But, in the ultimate analysis, we are not really to concern ourselves with the hollowness or the self-condemnatory nature of the statements made in the affidavits filed by the respondents to justify and sustain the legislation. The deponents of the affidavits filed into court may speak for the parties on whose behalf they swear to the statements. They do not speak for Parliament. No one may speak for Parliament and Parliament is never before the court. After Parliament has said what it intends to say, only the court may say what Parliament meant to say. None else. Once a statute leaves Parliament House, the court's is the only authentic voice which may echo (interpret) Parliament. This the court will do with reference to the language of the statute and other permissible aids. ..... X X X X Extracts X X X X X X X X Extracts X X X X
|
