BANERJEE, J. ( 1 ) THIS stay petition is directed against an order of the learned trial judge dismissing the interlocutory application in the civil suit filed by the appellant herein. Be it recorded that the plaintiff-appellant instituted the suit with a prayer for leave under Order 1, Rule 8 of the Code of Civil Procedure, inter alia, for the following reliefs :" (a) Declaration that the company is not entitled to make any allotment of shares in favour of the applicants to the issue of shares offered to the public for subscription by the company pursuant to the prospectus dated February 24, 1993, and that the purported allotment of shares sought to be made by the company in respect of the said public issue on July 16, 1993, is illegal, null and void. (b) Declaration that the applicants including the plaintiff who had applied and subscribed, for shares of and in the company pursuant to the prospectus issued by the company dated February 24, 1993, are entitled to immediate refund of their application moneys along with interest accrued thereon as prescribed under the provisions of the Companies Act, 1956. (c) Decree for delivery up of the allotment of shares sought to be made by the company on July 16, 1993, and all record relating thereto in respect of the public issue of shares made by the company pursuant to the prospectus dated February 24, 1993, and the same be cancelled and adjudged void. (d) Perpetual injunction restraining the company from making any allotment of share capital of the company offered to the public for subscription pursuant to the prospectus issued by the company and dated February 24, 1993. (e) Perpetual injunction restraining the company from giving any effect or further effect to the allotment of share capital of and in the company offered to the public for subscription pursuant to prospectus issued by the company dated February 24, 1993, alleged to have been made on July 16, 1993, in any manner whatsoever. (f) Perpetual injunction restraining the company from utilising any moneys received from the applicants for shares including the plaintiff pursuant to the prospectus dated February 24, 1993, in any manner whatsoever. (f) Perpetual injunction restraining the company from utilising any moneys received from the applicants for shares including the plaintiff pursuant to the prospectus dated February 24, 1993, in any manner whatsoever. (g) Perpetual injunction restraining the company from taking any steps to have its shares listed in any stock exchange including the Calcutta, Delhi, Bombay and Ahmedabad Stock Exchanges and/or taking any steps for grant of permission for shares so offered pursuant to the prospectus dated February 24, 1993, to be dealt with in any of the said stock exchanges in any manner whatsoever. (h) Perpetual injunction restraining defendant No. 2 from approving the allotment of shares made by the company on July 16, 1993, in any manner whatsoever. (i) Perpetual injunction restraining defendant No. 2 from approving listing of the shares of the company and/or permitting the dealing of the shares of the company in the Calcutta Stock Exchange in any manner whatsoever. (j) Perpetual injunction restraining the company and defendant No. 2 from giving any effect or further effect to the purported publication dated July 16, 1993, contained in the daily issue of The Statesman, dated July 19, 1993, in any manner whatsoever. (k) Perpetual injunction restraining defendant No. 1 from in any manner proceeding with its said public issue or giving any effect or further effect to the applications received pursuant thereto. (1) Mandatory injunction directing the company, its servants, agents and assigns to forthwith refund to the applicants for shares of and in the company including the plaintiff offered to the public for subscription by the company pursuant to the prospectus dated February 24, 1993, the application moneys relating to such applications along with interest accrued thereon and with effect from June 28, 1993, as provided and prescribed under the provisions of the Companies Act, 1956. (m) Receiver ; (n) Interlocutory injunction ; (o) Attachment ; (p) Costs ; (q) Further or other reliefs. " ( 2 ) BE it noted here that the appellant-petitioner moved an interlocutory application for injunction, as noted above and the matter came to this court and this court also from time to time passed diverse orders eventually, however, culminating in the order of the learned trial judge. " ( 2 ) BE it noted here that the appellant-petitioner moved an interlocutory application for injunction, as noted above and the matter came to this court and this court also from time to time passed diverse orders eventually, however, culminating in the order of the learned trial judge. ( 3 ) NORMALLY, this court would not have interfered with the order of the learned trial judge, more so, by reason of the fact that the same arises out of an interlocutory application, but since elaborate and detailed submissions have been made on questions of law and the issue involved is rather interesting, this court deems it expedient to deal with the matter on the merits as well. ( 4 ) IT will be convenient, however, at this juncture to recapitulate the factual aspect briefly, so as to appreciate the contentions raised on behalf of the parties before this court. Respondent No. 1 (hereinafter referred to as "the company") offered Rs. 21,70,000 equity shares of Rs. 10 each at a premium of Rs. 35 per share aggregating to Rs. 976. 50 lakhs to the public for subscription pursuant to a prospectus dated February 24, 1993, under the terms and conditions contained in the said prospectus. ( 5 ) IT is the definite case of the appellant-petitioner that the company has not received a minimum subscription amount of 90% of the issue including development of underwriters within 120 days from the opening of the issue, and as such in terms of the provisions of Sections 69, 70 and 71 read with Section 73 of the Companies Act, it is the bounden obligation on the part of the company to refund the entire subscription money within 128 days with interest for delay beyond 78 days from the date of the closure of the issue. ( 6 ) MR. Mukherjee appearing in support of the application for stay contended that in terms of the provisions of Section 73 of the Companies Act, unless approval for listing is obtained from each of the stock exchanges mentioned in the prospectus, allotment cannot be made and the sums received would be kept in a separate bank account and the company would not be able to appropriate the said fund. According to Mr. According to Mr. Mukherjee, the prospectus was first issued on February 24, 1993, and more than 120 days have expired since the date of the first issue of the prospectus and the minimum subscription provided in the said prospectus has not been raised or paid to or received by the company. Mr. Mukherjee contended that more than ten weeks have expired from the date of closing of the said issue, but no listing has been effected in terms of the provisions of Section 73 (1) of the Companies Act. It was further contended that subsequently, however, in an appeal preferred against non-listing on the part of the Calcutta Stock Exchange, the Central Government, on February 1, 1994, granted permission to the Calcutta Stock Exchange for listing of the shares of the company. ( 7 ) THE decision of the Central Government, is, however, under challenge in a writ proceedings pending before this court and an order of status quo is subsisting regarding the listing of shares. ( 8 ) MR. Mukherjee submitted that the other stock exchanges mentioned in the prospectus, namely, the Delhi, Bombay and Ahmedabad Stock Exchanges have not yet granted permission to the company for listing of the shares, nor has the company produced any evidence showing that permission has been granted by all stock exchanges. It was categorically submitted that only 5. 75 per cent. of the said issue was subscribed by the public and till date no relaxation under Rule 19 (2) (b) of the Securities Contracts (Regulation) Rules, 1957, of the minimum requirement of 2,170 applicants from the public has yet been obtained by the company. ( 9 ) IT was contended further that as on the date of closing of the public issue, the company had not satisfied the conditions prescribed under the guidelines for listing of securities on recognised stock exchanges, or the provisions of Rule 19 (2) (b) both of which have statutory force as also the terms and conditions mentioned in the prospectus. ( 10 ) WHILE it is true that Mr. Mukherjee raised the points as above with force, the main thrust of challenge of Mr. Mukherjee is in regard to non-compliance with the requirement of Section 73 (1) of the Companies Act, read with the other provisions of the abovenoted section. Mr. ( 10 ) WHILE it is true that Mr. Mukherjee raised the points as above with force, the main thrust of challenge of Mr. Mukherjee is in regard to non-compliance with the requirement of Section 73 (1) of the Companies Act, read with the other provisions of the abovenoted section. Mr. Mukherjee contended that in the facts of the matter under consideration this public issue cannot but be ascribed to be void and as such the applicants ought to be paid back their money with interest, by reason of the expiry of the period of time as envisaged under the statute. ( 11 ) IT is on this factual background that the learned trial judge has dealt with the matter. For convenience sake, however, the observations of the learned trial judge pertaining to this aspect of the matter ought also to be noted. The learned trial judge observed as follows :"if I were satisfied almost beyond any manner of doubt or argument that an illegality would be perpetrated in allowing the company to utilise the capital or make calls for the balance half sums, I would have no hesitation in continuing the interim order even if it were at the instance of three parties whose financial stakes are hopelessly disproportionate to the financial stake of the company and its prospective investors in this matter. But I cannot at this interlocutory stage, after paying the most careful attention to the arguments advanced on behalf of or in support of the petitioner's case come to the conclusion that the case of illegality is so sound as to be almost certain of success at trial. If 90 per cent. of the invited capital is not collected by the closing date, then and only then do the underwriting agreements come into operation. Were I to hold that by reason of non-receipt of 90 per cent. within the closing date the issue has already failed without a possibility of redemption, I would also have to hold as an automatic and inescapable consequence that all underwriting agreements in relation to these share issues will never be enforceable. For, how can one enforce an underwriting agreement when the underwriter has underwritten a contingency which has already failed ? In my opinion, it would require a fuller consideration at the trial to resolve this issue finally. For, how can one enforce an underwriting agreement when the underwriter has underwritten a contingency which has already failed ? In my opinion, it would require a fuller consideration at the trial to resolve this issue finally. It is today settled law that not merely the language of the section is to be looked into for arriving at its true construction, the purpose of the section has to be given full effect by the true construction thereof. The Act has to be read in its entirety. The application of the Act to the practical world of business which is intended to be controlled by it must also be considered, so that the interpretation put upon it by a court of law does not become absurd or ridiculous. Similarly with regard to listing on stock exchanges. If more than one stock exchange is involved in the prospectus and, say, only one stock exchange is unsuccessfully approached for listing, will it mean that the issue will fail in its entirety although all other conditions are satisfied ? In my opinion, this question cannot and should not be finally answered at this interlocutory stage. It is not free from doubt whether these provisions relating to raising of capital by the company are mandatory or directory or partly mandatory and partly directory. It would require a fuller scale of arguments than is appropriate at the interlocutory stage, to come to final conclusions in these matters. So also with regard to the wide holding of shares and the applicants who must apply to make the issue successful. Can it be said that in the instant case the entire issue would fail if instead of 2,170 applicants 2,169 applied and all other conditions were fulfilled ? This question also requires a fuller trial at the hearing of the suit. " ( 12 ) MR. Mukherjee in support of the appeal, however, contended that as a matter of fact, the learned trial judge erred in not deciding the issue as regards the illegality. It was the definite submission of Mr. Mukherjee that when a public issue is to be ascribed to be illegal, the question of further hearing of the matter does not and cannot arise and there cannot be two opinions. It was the definite submission of Mr. Mukherjee that when a public issue is to be ascribed to be illegal, the question of further hearing of the matter does not and cannot arise and there cannot be two opinions. The transaction in question is void ab initio by reason of the long lapse of time and by reason of non-listing with the three stock exchanges within the time specified. It was contended that the defects abovenoted are not curable in nature and as such this court cannot but pass an order directing refund of the money to the applicants in terms of the provisions of the statute. ( 13 ) THOUGH submissions of Mr. Mukherjee, however, seem to be attractive at first blush, on a closer scrutiny, however, we do not find any merit thereon. The proviso to Section 73 makes the position amply clear and for convenience sake the proviso is set out hereinbelow :"73 (1a ). . . 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. " ( 14 ) IT is at this juncture, however, that Mr. Mitter's contention ought to be noted. Mr. Mitter in no uncertain term submitted that as against the total inaction of the Calcutta Stock Exchange in the matter of listing in terms of the prospectus, there was an appeal taken to the Central Government and the Central Government by an order dated February 1, 1994, granted permission and directed listing of shares of Coventry Spring and Engineering Co. Ltd. , so far as the Calcutta Stock Exchange is concerned. It was the further contention of Mr. Mitter that immediately after such order all the other stock exchanges did list the shares. As such, the question of the issue being declared void ab initio does not and cannot arise. ( 15 ) IT is the definite contention of Mr. Mitter that once an appeal is preferred and till such time the decision is taken in the appeal, the rigours of the statute will not be operative and the language of the proviso makes the position abundantly clear. ( 15 ) IT is the definite contention of Mr. Mitter that once an appeal is preferred and till such time the decision is taken in the appeal, the rigours of the statute will not be operative and the language of the proviso makes the position abundantly clear. Be it noted here that the Central Government, while dealing with the matter, did record a detailed order and judgment. For convenience sake, paragraph 13 of the order is set out hereinbelow which reads as follows :"13. The representative of the company stated that company had submitted listing applications to the stock exchanges at Calcutta, Bombay, Delhi and Ahmedabad as stated in the prospectus and, therefore, it was evident that the company had made the applications before the issue opened. He also stated that the company had requested the Calcutta Stock Exchange to consider its listing application through letters dated April 20, 1993, and May 5, 1993. He also stated that the. . . " ( 16 ) THERE is no manner of doubt that in the event of an act being declared to be void, question of further proceeding in the matter does not and cannot arise, but the issue arises in this application for stay is as to whether the act can be stated to be a void act, within the meaning of Section 73 (1) of the Companies Act. ( 17 ) IN our view, on a plain reading of the proviso, as noted above, question of the public issue being declared void, does not and cannot arise. The language of the proviso, namely, "any recognised stock exchange" makes the position amply clear. The subsequent user of the expression "such" before "allotment" also makes the position clear, so as to declare an action to be void, in the event of non-listing of shares. An appeal was preferred and there was a subsequent order of listing and immediately thereafter, the listing was effected. ( 18 ) IN that view of the matter, we are unable to record our concurrence with the submissions of Mr. Mukherjee appearing in support of the appeal in so far as the main thrust of the challenge is concerned. As regards the other issues as noted above, since they are not very seriously pressed, we need not dilate much on this score, neither are we, however, expressing any opinion in regard thereto. Mukherjee appearing in support of the appeal in so far as the main thrust of the challenge is concerned. As regards the other issues as noted above, since they are not very seriously pressed, we need not dilate much on this score, neither are we, however, expressing any opinion in regard thereto. But so far as the issue as regards non-listing within a definite time frame in terms of the provisions of the statute, in the view we have taken as above, the application cannot be sustained and as such, the application fails and is dismissed. ( 19 ) ALL interim orders are vacated. ( 20 ) THERE shall be no order as to costs. ( 21 ) BE it recorded here that by reason of our finding as above, the question of keeping the appeal pending does not and cannot arise. The appeal is, therefore, also treated on the day's list by consent of the parties and is also dismissed. No order as to costs. ( 22 ) ALL undertakings given by the appellant stand discharged. ( 23 ) BE it recorded here that this court being desirous of disposing of the entire matter in issue, observed that the suit also should stand disposed of but Mr. Mukherjee, however, on instructions submitted that there are certain other issues which may be tried at the time of hearing of the suit and as such, the suit be kept pending. In view of such a submission, let the suit be heard and all steps be taken for expeditious disposal of the suit.