1978 (7) TMI 220 - HC - Companies Law

Summary

Issues Involved:
1. Application for relief under section 633(2) of the Companies Act, 1956.
2. Non-compliance with section 58A of the Companies Act, 1956, and Companies (Acceptance of Deposits) Rules, 1975.
3. Acceptance of deposits exceeding permissible limits.
4. Steps taken by the company to rectify the default.
5. Legal interpretation of deposits and secured loans under the Companies (Acceptance of Deposits) Rules, 1975.
6. Determination of whether the directors acted honestly and reasonably.

Issue-wise Detailed Analysis:

1. Application for relief under section 633(2) of the Companies Act, 1956:
The petitioners sought an order excusing and relieving them from negligence, defaults, and non-compliance with section 58A of the Companies Act, 1956, and Companies (Acceptance of Deposits) Rules, 1975. The application was presented on 26th July 1977, and an order for maintaining the status quo was passed.

2. Non-compliance with section 58A of the Companies Act, 1956, and Companies (Acceptance of Deposits) Rules, 1975:
The company, East India Hotels Ltd., admitted to having deposits in excess of the permissible limits as per the Companies (Acceptance of Deposits) Rules, 1975. The company made an application to the Reserve Bank of India (RBI) for exemption, which was rejected without a personal hearing or stated reasons.

3. Acceptance of deposits exceeding permissible limits:
The company accepted deposits beyond the limit set by section 58A and the Companies (Acceptance of Deposits) Rules, 1975. The excess deposits were admitted in the petition and supplementary affidavit.

4. Steps taken by the company to rectify the default:
The company secured the excess deposits by creating trusts in favor of banking institutions (Bank of India and United Bank of India), converting the deposits into secured loans. This was done to safeguard the interests of the depositors and comply with the legal requirements.

5. Legal interpretation of deposits and secured loans under the Companies (Acceptance of Deposits) Rules, 1975:
The court considered whether the conversion of excess deposits into secured loans could be deemed lawful. It was argued that securing deposits by mortgage, as per Explanation 1 to rule 3(3) of the Companies (Acceptance of Deposits) Rules, 1975, meant they ceased to be deposits. The court agreed that lawful arrangements to avoid statutory consequences do not constitute evasion.

6. Determination of whether the directors acted honestly and reasonably:
The court evaluated if the directors acted honestly and reasonably under the circumstances. It was noted that the company took all possible steps, including applying for exemption from RBI and securing deposits through trust deeds. The court concluded that the directors acted reasonably and honestly, and therefore, they should be relieved of the default.

Conclusion:
The court ordered relief for the petitioners as per prayers (a), (b), and (c) of the application, covering the liability for any default committed during the period in question. The court emphasized that the directors acted in good faith and took appropriate steps to rectify the situation, thus warranting relief from the consequences of the default.