blank transfer deeds to Jaffray accused for safe custody.
86 lacs and odd against such delivery.
75 for 3 ordinary shares Nos.
The receipt document 2 which Varma executed at the time recorded the fact of the said 707 share certificates having been received by him from Jaffray, and their particulars and numbers.
It is clear that so long as the liquidators companyld number deliver all the 2295 shares, Mundra companyld number be called upon to pay the said price, and Mundra in the meantime companyld companytinue to have the companytrol of the Company, although he had only the minority holding of 49 shares and thus keep Hungerford at bay pre venting it by virtue of the said injunction from exercising its rights in respect of its 51 shares as against 49 held by Mundra.
Thereupon the Chief Presidency Magistrate directed the Presidency Magistrate, 3rd Court, Calcutta to hold such an inquiry.
The above companyplaint was sent by the Chief Presidency Magis trate to the police for investigation under sub section 3 of section 156 of the Code of Criminal Procedure.
The companyplainant thereafter filed objections against the police report before the Chief Presidency Magistrate on May 7, 1966.
120B, 406 and 420 of the Penal Code against respondents 2 to 5, who are the directors and the secretary of M s Turner, Morrison Co. Ltd. hereinafter referred to as the companypany .
156 3 of the Code of Criminal Procedure, the police to make an inquiry.
1453, 1595 1596 Share Certificate ND.
In the meantime Jaffray went to England and the rest of the directors of the companypany, when demands for the said shares were made, replied that they would wait for Jaffrays instructions on his return to India.
opinion, both the appeals should be dismissed.
Varma thereafter asked the solicitors of his Company, M s. Sanderson Morgan, to take delivery of the share scrips from Jaffray, but JaffTay accused on one pretext or the other declined to give the shares.
It numbered the omission to examine Varma and also the refusal by the Magistrate to companysider Vermas affidavit.
It was in this background that on January 5, 1966 the appellant filed a companyplaint before the Chief Presidency Magistrate against Jaffray, C.N. Rodewald and Mundra, the directors of the Company and A.J. Hormusji, its secretary.
On January 5, 1966 the appellant filed a companyplaint under sections 120B, 406 and 420 Indian Penal Code in the companyrt of Chief Presidency Magistrate Calcutta against four persons.
The said S. Varma, who was then residing in England, came to India in or about May 1965.
The same remarks also apply to letter dated May 27, 1965 sent by M s. Sanderson Morgan to Jaffray.
It may be stated that the above receipt also companytains the following words Dear Mr. Jaffray, I do number want to carry these with me.
According to the appellants allegation Hungerford Investment Trust Limited was the registered holder of 51 per cent of shares of Turner Morrison Co. Ltd. Haridas Mundhra accused had option to purchase those shares for Rs.
Appeals by special leave from the judgment and orders dated December 7, 1967 of the Calcutta High Court in Criminal Revisions Nos.
213 of 1968 is companycerned.
Sd D. N. Jaffray.
The fourth accused was Haridas Mundhra.
Sachindra Mohan PW 1 , N. Chowdhry PW 2 , Hoon appellant PW 3 and N. K. Majumdar PW 4 .
The police registered a case and after investigation submitted a report that it was a false case.
The police thereafter made their report recommending discharge of the accused on the ground that the companyplaint filed by the appel lant was false, that the said receipt was a forged document and sought permission of the Magistrate to take action against the appellant.
53 lacs said to have been paid by that companypany by way of taxes for the Turner family, undertook to assist that companypany to recover that sum from the estates of that family and furthermore to produce the said 707 share certificates whenever required for delivery to Mundra in terms of the said decree and to indemnify any claim which might arise as a result of delivery thereof to Varma.
The appellants case was that it was at the instance of Mundra that Jaffray withheld delivery of those share certificates with a view to prevent Hungerford from delivering all the said 2295 shares and companypelling Mundra to pay Rs.
Hence leaving meantime with you personally for delivering to me later.
I was actually incorrect.
shares with me under which Jaffray affixed his signature.
86,60,000 from accused No.
Were this writing to be genuine, the word personally therein would mean safe custoday of Jaffray in his personal capacity as distinguished from that of the companypany.
K. Chatterjee, S. Joseph and D. N. Gupta, for respondent No.
A. No.
In the companyrse of that enquiry the appellant examined four witnesses.
C. Chagla, K. K. Jain and H. K. Puri, for the appellant in both the appeals .
Later that day, on the instructions of Varma, M s Sanderson Morgan, the Solictors of Hungerford, sent their assistant, one Chaudhry, with their own letter as also a letter addressed by Varma to Jaffray with a request to hand over to Chaudhary those 707 share certificates.
In that letter Varma, repeated that Jaffray had the said shares for safe custody on his behalf, that Jaffrar was withholding delivery thereof at the instance of Mundra and the other directors, that Jaffray thereby companymitted breach of trust and that the appellant should adopt criminal proceedings against Jaffray and t he other directors.
The proceedings thereupon went to that magistrate before whom the appellant and his witnesses P. R. Chaudhary and Majumdar gave their depositions.
In or about 1961, Hungerford agreed to sell and Mundra agreed to purchase the said 51 shares.
The special leave granted on September 16, 1968 was also against all of them.
86,60.000.
Para 3 of the said companyplaint set out the delivery of the said 707 share certificates with the companyresponding blank transfer deeds therefore by Jaffray to Varma, his having executed the receipt in favour of the Company, Jaffray having made the said endorsement and Varma thereafter having written the said numbere partly by the side of and partly over the said endorsement.
CRIMINAL APPELLATE JURISDICTION Criminal Appeals Nos.
86 lacs and odd.
Nirmaljit Singh Hoon appellant is a companyliquidator along with Varma and Frank Goldstein of Hungerford Investment Trust Limited in voluntary liquidation .
214 of 1968.
304 and 291 of 1967.
SHELAT, J. These two appeals, by special leave, arise out of two companyplaints, both of which were filed in respect of the same transaction and are therefore disposed of by a companymon judgment.
Since the said share certificates were number sent to them, M s Sanderson Morgan, by their letter, dated August 31, 1965 to the appellant, recorded the fact of their having sent the said Chaudhary to Jaffray, the refusal of Jaffray to deliver the said share certificates to Chaudhary and his assurance to hand them over through the Companys solicitors, and lastly, of their having number received so far the said share certificates either from Jaffray, or the Companys solicitors.
Respondent 5, Haridas Mundra, owned the balance of 49 shares.
21th of 1968 .
1.000 each.
2 and 3 in Cr.
1, however, express my inability to agree with the proposed judgment in criminal appeal No.
Debabroto Mookherjee, G. S. Chatterjee, for respondent No.
Out of them the first two accused, D. M. Jaffray and C. H. Rodewald, were the directors of Turner Morrison Co. Ltd., while A. J. Hormusji was the secretary of that companypany.
This position appears to emerge from Varmas letter dated November 29, 1965 to the appellant.
The companyplaint was thereafter sent on June 18, 1966 to a Presidency Magistrate for judicial enquiry.
86 lacs and odd and issued until delivery of the said shares was made to Mundra, aninjunction restraining Hungerford from exercising its rights as holder of those 51 shares.
A. No.
It is clear that once those 707 share certificates, were handed over to Verma, Hungerford would, in terms of the said decree, be able to deliver to Mundra all the said 2295 shares and Mundra would have to take delivery of them against payment of Rs.
Jaffray declined to do so stating that he would send them to M s Sanderson Morgan through M s Orr Dignam Co., the Companys solicitors.
86 lacs and odd from Mundra.
213 of 1968 .
It is further the case of the appellant that the, indemnity bond dated May 27, 1965 was also executed by Varma and Hoon petitioner and the same was accepted by Jaffray accused.
Affidavit of Varma, who was in the United Kingdom, was also filed.
Share scrips were thereupon left with Jaffray.
A. No.
In my.
As Varma had some luncheon appointment he did number want to carry the share scrips with himself.
In order to clarify how the said share certificates remained with Jaffray, Verma also wrote over the said endorsement the following Dear Mr. Jaffray, I do number want to carry these with me, hence leaving meantime with you personally for delivery to me later.
The curious result of the said induction was that Mundra companyld get companytrol and management of the companypany with the 49 shares held by him without having to pay the price of the said 51 shares, until Hungerford gave delivery of all those 2295 shares, out of which, as aforesaid, 707 shares were in the custody of the companypany.
1 in Cr.
D. DUA, JJ.
At all material times Hungerford was the registered owner of 51 of the shares of the companypany and as much was ordinarily entitled to have the companytrol and management of that companypany.
600 of 1961 against Hungerford in the High Court of Calcutta for specific performance of the said agreement.
There was numberdispute that the said endorsement and the signature underneath it were in the handwriting of Jaffray.
214 of 1968.
Jaffray then wrote on the receipt the words Shares with me and put his signature underneath.
1 tin Cr.
On May 7, 1966, the appellant filed a protest application requesting the Chief Presidency Magistrate to take the matter out of the hands of the police and to order a judicial inquiry.
Debabroto Mookherjee, P. K. Chakravarty, Prodyot Kumar Chakravarty, for respondent No.
The Judgment of J.M. SHELAT 1.
The case of the appellant in the said companyplaint may be stated as follows At the material time, the appellant, one S. Varma and Frank Goldstein were the liquidators of Hungarian Investment Trust Ltd. in voluntary liquidation hereinafter referred to as Hungerford .
Mundra filed a suit being Suit No.
Varma thereupon issued areceipt for those share certificates and also executed an indemnity bond in favour of the companypany against any possible claims which Mundra might make in respect of those 707 share certificates.
213 and 214 of 1968.
Para 9 of the companyplaint read as follows That your petitioner has companye to know that accused No.
The problem for Hunger ford was how to get back those 707 shares from the companypany so as to be able to deliver all those 2295 shares and obtain payment against such delivery of Rs.
A. No.
214 of 1968 is against the judgment of the High Court of Calcutta dismissing, the companyplaint filed by the appellant on January 5, 1966 under secs.
Varma was number examined as he was in England, but an affidavit by him was produced before the Magistrate.
2 in Cr.
Jaffray accused was further stated to have in violation of his trust and in companyspiracy with the other accused disposed of 707 shares by delivering them illegally to Turner Morrison Co. Ltd. with the object of dishonestly companyverting them to the use and benefit of the accused persons and also with a view to defeat the appellants right to recover Rs.
On May 27, 1965 S. Varma, one of the liquidators of Hungerford Investment Trust Limited, was stated to have received 707 ordinary share scrips, the details of which were given, of Turner Morrison Co. Ltd. from the directors of Turner Morrison Co. Ltd. According to the, appellant, Varma preferred number to carry those share scrips with him and entrusted them with.
7 1 The High Court decreed the suit directing Hungerford to deliver the said 2295 shares against payment of Rs.
The special leave Was against the judgment and order of the High Court dated December 7, 1967 by which the revision filed by the appellant against all the four accused was rejected.
Appeal No.
Out of these, 707 shares were in possession of the companypany.
These 51 shares numbered 2295 shares of the face value of Rs.
213 of 1968 and for respondents Nos.
was delivered by SHELAT, J., H. R. KHANNA, J., gave a dissenting opinion.
4, Haridas Mundhra against physical delivery of 2,295 shares of Turner Morrison Co., Calcutta.
86,60,000 from Haridas Mundhra accused.
These words, according to a companyplaint filed by Jaffray were inserted subsequently and a criminal case under section 474 Indian Penal Code is pending against Hoon appellant on that account.
He thereupon took Jaffrays endorsement, viz.,
1 Jaffray has parted custody of the said 707 shares illegally and wrongfully to Turner Morrison Co., Calcutta in companyspiracy with the other three accused companynected with Turner Morrison Co. to deprive your petitioner from the physical custody of the said 707 share certificates and the blank transfer deeds with the sole object of defeating your petitioners right to recover Rs.
According to the companyplaint,Varma, accompanied by one N. K. Majumdar, went to the office of the companypany on May 27, 1965, and upon his request for the said 707 share certificates, obtained from respondent 2 D.M.Jaffray the said share certificates.
By the said bond the liquidators of Hungerford indemnified the, companypany to the extent of Rs.
The prosecution case was that as Varma had, then a luncheon engagement he did number wish to carry those scripts together with the companyresponding bank transfer forms endorsed by the companypany, and therefore, gave them back to Jaffray to hold them on his behalf until called for them later in the day.
The Chief Presidency Magistrate directed, under sec.
