the defendant resisted the suit on various grounds.
to that sum a sum of rs.
in addition it pleaded that the lien claimed had been waived and that the suit was number properly instituted.
4796250/16 p. was added as interest in the shape of damages.
further it pleaded that the suit was barred by estoppel waiver and acquiescence.
but year after year the directors of turner morrison passed a resolution to the effect that it would be inequitable to ask hungerford to pay the tax levied and that turner morrison itself should discharge that liability.
in respect of that claim the appellant claimed a paramount lien on the 2295 shares owned by hungerford in the plaintiff company.
appeal from the judgment and decree dated june 23rd/24th 1969 of the calcutta high companyrt in appeal from original decree number 203 of 1968.
after obtaining the decree for specific performance and the injunction mentioned above mundhra appears to have number been interested in purchasing the 51 per cent shares by paying for the same evidently because he was in a position to have an absolute companytrol over turner morrison as a result of the injunction issued.
it was one of the manipulations of haridas mundhra to get at the defendants 2295 shares the plaintiff company without paying for them.
in the suit turner morrison claimed a decree for a sum of rs.
after the sale of the 49 per cent shares referred to earlier some dispute appears to have arisen between mundhra and hungerford in regard to his option to purchase the remaining 51 per cent shares of the later.
it also claimed at that rate for the quarters ending september 29 and december 25 1945.
though that companypany was making enumbermous profits every year it did number distribute any portion of those profits as dividends during the assessment years 1939 1940 to 1955 56.
after the withdrawal of the appeal by a masters summons dated august 30 1965 hungerford moved the trial companyrt for fixing a time within which mundhra should purchase the 51 per cent shares by paying for the same.
after the suit for specific performance was decreed mundhra by himself or through turner morrison appears to have made various attempts to see that hungerford is placed in such a position as number to be able to implement its part of the agreement.
this case appears to be an off shoot of that unfortunate injunction.
it opined that the liability to pay the tax in question was the joint liability of turner morrison as well as hungerford and the same having been discharged by the former it had numberclaim on hungerford.
suffice it to say that according to hungerford the suit from which this appeal arises is one of the attempts of mundhra in that direction.
those resolutions were duly implemented by turner morrison by paying all the taxes due from hungerford.
thereafter as companytemplated in that agreement hungerford went into voluntary liqui dation.
by exchange of letters in numberember and december of 1955 hungerford agreed to sell and mundhra agreed to purchase 49 per cent shares of turner morrison.
from the two resolutions passed by the board of directors ratifying the action taken by the secretary it is obvious that either they were callous or they were mere tools in the hands of mundhra.
but it was decreed.
its business is necessarily carried on by agents and i do number knumber why its domicile should be companysidered to be companyfined to the place where the goods are manufactured there may be two domiciles and two jurisdictions and in this case there are as i companyceive two domiciles and a double sort of jurisdiction one in scotland and one in england and for the purpose of carrying on their business one is just as much a domicile of the companyporation as the other.
the profits that should have been available for distributing as dividends were kept back by the companypany and used as working capital.
it also pleaded the bar of limitation.
the division bench affirmed the decision of the trial companyrt dismissing the plaintiffs suit.
the board of directors sanction was sought only after the defendants objected to the maintainability of the suit.
the trial companyrt dismissed the plaintiffs suit holding that the claim in question was barred by estoppel waiver or acquiescence.
on october 31 1957 two documents came to be executed.
purchased 49 per cent shares of hungerford.
john geoffrey turner and nigel frederic turner both since deceased were the owners of the 100 per cent shares of hungerford.
7970802/ as super tax which it was entitled to be reimbursed.
k. sen shankar ghosh d. n. gupta n. khaitan krishna sen and b. p. singh for the appellant.
in pursuance of that agreement majndhra.
from the proceedings of the board of directors it is clear that they were number even aware of the companypany against whom the suit was filed.
we have had to deal with some of those aspects in civil appeal 488 of 1971.
in the suit for specific performance though turner morrison was a party it did number plead that it had any lien over the shares with which we are concerned in this case.
thereafter the deemed dividends were assessed in the hands of hungerford.
the suit was resisted by hungerford.
that application was rejected on september 1965 on the ground that the application being one for execution it must be in a tabular form and that any imposition of time limit would be to engraft something on the decree which does number exist in the decree.
12767052/16 p. the claim was made on the ground that the plaintiff had paid either as an agent or on behalf of the defendant hungerford investment trust limited in voluntary liquidation to be hereinafter referred to as the hungerford a sum of rs.
that was a tripartite agreement.
one other circumstance that is necessary to be mentioned before proceeding to companysider the points in companytroversy is that despite the various resolutions passed by the board of directors of turner morrison as well as by the shareholders of that companypany at the general meeting the present suit was filed by the secretary of turner morrison even without obtaining the sanction of the board of directors.
a formal agreement in that regard was entered between hungerford john geoffrey turner nigel turner british india companyporation a numberinee of mundhra and mundhra on october 30 1956.
in about the middle cf 1955 haridas mundhra entered into negotiation with nigel turner for purchasing all the shares of turner morrison.
as can be seen from the records turner morrison was a prosperous companypany.
one is a deed of guarantee and indemnity.
companysequently mundhra filed a suit in the calcutta high companyrt on its original side for the specific performance of the agreement entered into between him and the hungerford.
the agreement also provided for an option to mundhra to purchase from hungerford the balance of 51 per cent shares of turner morrison within five years for the price agreed upon.
it appears that when the learned trial judge was about to companyclude his judgment in that case the companynsel for mundhra requested the companyrt to issue an injunction requiring hungerford to exercise its voting rights in respect of the 51 per cent shares which was the subject matter of the suit in accordance with the directions of mundhra until the implementation of the decree for specific performance.
v. gupte s. b. mukherjee b. n. garg k. k. jain d. n. sinha lina seth m. m. n. pombra and h. k. puri for the respondent.
in all those years the income tax authorities took proceedings under s. 23 a of the indian income tax act 1922.
in that deed after setting out the agreement between hungerford and mundhra it was stated now this deed witnesseth that in companysi deration of the liquidator having at the request of the companypany turner morrison the said john geoffrey turner and nigel frederick turner agreed as is testified by their being parties to and executing these presents to distribute the assets of hungerford in specie amongst the companytributories of hungerford such contributories being the said john geoffrev turner and nigel frederick turner and in consideration of the premises.
though hungerford filed an appeal against the decree in that suit that appeal was withdrawn for reasons which are number clear.
number 1223 of 1970.
in september 1945 the lessor wrote to the lessee demanding rent at the rate of pounds 2500 per year.
it opined that the suit was a dishonest attempt on the part of haridas mundhra to absolve his liability for paying for the 221 95 shares in respect of which he had obtained a decree for specific performance.
the appeal against that order was also unsuccessful.
civil appellate jurisdiction c.a.
it denied that the plaintiff had paid the amounts shown in the plaint schedule or it was liable to be reimbursed the payments made if any.
by agreement between mundhra and turner morrison the later was removed from the array of defendants and the suit proceeded against the remaining defendants.
it is number denied on behalf of hungerford that the tax due from that companypany for the assessment years 1939 40 to 1955 56 had been discharged by turner morrison.
the learned trial judge accepted that prayer and issued the injunction asked for.
according to the defendant the .suit was number a bona fide one.
it held that it was also barred by limitation.
the judgment of the companyrt was delivered by hedge j. this appeal by certificate is by the plaintiff appellant turner morrison company limited to be hereinafter referred to as turner morrison from the decision of a division bench of the calcutta high companyrt.
