JUDGMENT - RADHAKRISHNAN S., J.:-The common point of law raised in both these petitions is whether stamp duty is chargeable on mere allotment of a convertible debenture without an instrument of debenture having been issued therefor, and the only instrument having been issued being a share certificate upon conversion of the debenture.

2. In Writ Petition No. 1347 of 1992, the petitioner, Greaves Cotton Company Ltd., a public limited company, had made a letter of offer on 12-4-1991 offering 12.5% Secured Fully Convertible Debentures of the face value of Rs. 40/- each for cash at part to the equity shareholders and employees of the petitioner. The relevant part of the said letter of offer reads as under:

“Each debenture of Rs. 40/- will be compulsorily and automatically applied towards the cost of one fully paid equity share of the company of the face value of Rs. 10/- each at a price of Rs. 40/- per share (including the premium of Rs. 30/- per share) without any payment in cash 12 months after the date of allotment of debentures.”

“Allotment letters for the debentures or letters of regret together with Refund Cheques or Pay Orders, if any, will be despatched at the applicants sole ris

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