9911796707
Advanced Search 
TMI Blog2014 (7) TMI 59X X X X Extracts X X X X X X X X Extracts X X X X ..... (iii) The debentures shall at the option of the debentureholder be convertible into equity shares of the company or such other securities as may be offered to the public and such option to be exercised at the time as the Board may notify, not later than the date of filing of the prospectus in respect of the first offer of securities of the company to the public. (iv) The Board shall intimate the date for such conversion of debentures and shall notify such date at least 15 days in advance by way of written notice to the debentureholder and on receipt of such notice, the debentureholder shall be deemed to have accepted the option of conversion if he does not intimate to the company his option requiring redemption. In case the debenture holder intimates to the company his option requiring redemption, the debenture shall be redeemed along with interest @ 14% per annum from the date of allotment till the date of repayment and such repayment shall be completed by the company as soon as may be expedient after such notification. (v) If the notified date of conversion is not indicated to the debentureholder within ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... cation is beyond the jurisdiction of this Hon'ble Board. (ii) The application has not been affirmed by applicant No.2, the same has been affirmed by applicant No. 1 only. The applicants are joint holders and the cause of action purportedly arises from the debentures held jointly by both the applicants. Due to the absence of one of the said joint holders not joining the action, the present application is liable to be dismissed. (iii) The application is mala fide, vexatious, malicious and liable to be dismissed in limine with exemplary cost. (iv) The company was incorporated on 02-04-1993, in terms of the Memorandum of Understanding (MoU) dated 25.03.1993, signed by and between the State Government of Assam, Assam Electricity Board and M/s. Subhash Projects and Marketing Limited (SPML), now known as SPML Infra Ltd., with a specific purpose to execute the construction of 100 M.W. Hydro-Electricity Project named, Karbi Langpi (Lower Bara Pani) Hydro Electric Project in the State of Assam. Thereafter, on or about 08.04.1993, the Assam State Electricity Board assigned the construction of the aforesaid Hydra ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... edeemed by the applicants and also the purported claim is barred by limitation. Also, the application is not in correct form. (viii) The debentures so issued to the applicants are fully convertible and such conversion was to be done at the option of the debentureholder. The debentures were sought to be redeemed before the lock-in-period and for the reasons whereof the applicants are not entitled to seek any redemption. The applicants applied for redemption vide letter dated 09.03.1996, duly received by the company on 11.03,1996, which is much before the lock-in-period as stipulated in Clause 7 of the Financial Covenants and Conditions inscribed on the debenture certificate. The applicants are not entitled for any interest or to any principal as alleged or at all. (ix) As regards TDS certificates, it has been submitted that the TDS certificates are not relevant for the purpose of this application. However, the company, after 1999, has not acknowledged any dues to the applicants. The purported letters are all misleading and contrary to law. 3. The applicants, in rejoinder, have submitted that the applicants have no knowledge of the ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... as also held that "the provisions of Section 117C(4) are applicable to all debentures whether issued prior or after the introduction of the Amendment Act, 2000, i.e., 13-12-2000 and pending redemption". In such view of the matter, companies were directed to redeem the debentures covered by the applications by payment of principal amount and interest due thereon. As such, there was no prescribed period of limitation for redemption (paragraph Nos.2, 5 & 6 of the judgment). 5. I have considered the pleadings and submissions, both oral and written made on behalf of the company as well as the applicants. The facts not in dispute are that 1,000 Convertible Debentures bearing Certificate No.0112 (Distinctive Nos. 280701-281700/, Registered Folio No.V0003, were issued in joint names of Shri Vijay Kumar Jalan and Smt. Kavita Devi Jalan on 03.04.1995 by the respondent company, viz., M/s. Bharat Hydropower Corporation Limited. As per financial covenants and conditions, the debentures, at the option of the debentureholders, shall be converted into equity shares of the company for which the Board shall intimate the date fixed by it for such conversion of debenture and shall notify such date at ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... nor made any payment to the applicants on account of redemption of debentures held by them. As a result, the applicants have moved this application under. Section 117C(4) of the Companies Act, 1956, praying for direction to the respondent company to make repayment of the aforesaid deposits along with interest due thereon in accordance with the terms and conditions of the issue of such debentures. 7. Finally, the respondent company has challenged the application on the ground that it has been affirmed only by applicant No. 1 and not by applicant No. 2 even though the applicants are joint debenture holders in respect of 1,000 impugned debentures bearing Certificate No. 0ll2. However, it is noticed that the application has been signed by both the debentureholders, viz., Vijay Kumar Jalan and Kavita Devi Jalan on 16.11.2010 and the affidavit verifying the application has been signed by Vijay Kumar Jatan stating therein that he is duly authorized to make such affidavit. As per Section 117{4) of the Act, CLB may, on the application to be made in Form 4 of the Company Law Board Regulation, 1991, of any or all the holders of debentures shall after hearing the parties concerned, direct by ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... cants. Reference to the provision of Section 18(1) of the Limitation Act, 1963 has been made which is applicable after the last acknowledgment of debt vis-a-vis TDS Certificate dated 04.06.1999, but the said provision does not have any application in the case of the applicants because the claim of the applicants for redemption of debentures has been duly lodged just after the expiry of lock-in-period of 2 years on 21. 04.1997 and the respondent company has not acted on the said claim and discharged its obligations as envisaged in para 7 of the financial covenants and conditions provided at the back of the debenture certificates. Thus, the contention of the respondent company that the case of the applicants is barred by limitation is not tenable and hence, rejected. 9. The respondent company has also contended that Section 117C of the Act applies to debentures which are not governed by Companies (Acceptance of Deposits) Rules, 1975 and the present application is beyond the scope of jurisdiction of this Bench, Firstly, the respondent company has not been able to substantiate that the debentures in question are governed by Companies (Acceptance of Deposits] Rules, 1975. Secondly, as ..... X X X X Extracts X X X X X X X X Extracts X X X X
|
