Decided on June 24,1970

Hungerford Investment Trust Ltd., Re (In Voluntary Liquidation) Appellant


P.B. Mukharji, C.J. - (1.) THE main controversy in this group of cases arises out of the relationship between Hungerford Investment Trust Ltd., on the one hand and Turner Morrison and Co. Ltd., on the other. Originally, the relationship was that Hungerford Investment Trust Ltd. was hundred per cent share -holder in Turner Morrison and Co. Ltd. In other words, Turner Morrison and Co. Ltd., the Respondent No. 1, was wholly a subsidiary for Hungerford Investment Trust Ltd. This picture changed when by an agreement in 1955 evidenced in writing dated November 29, 1955, from the Respondent Haridas Mundhra to Nigel Frederick Turner and by a letter of December 8, 1955, from Hungerford Investment Trust Ltd. to Haridas Mundhra, it was agreed in effect that Haridas Mundhra would purchase and Hungerford Investment Trust Ltd. would sell 2500 fully paid up shares of Rs. 1,000 each in Turner Morrison_& Co. Ltd., and the arrangement, according to that agreement, was that the Respondent H. D. Mundhra would first purchase 49 % of the shares and thereafter would have the right of option to purchase the balance of 51 % shares held by Hungerford Investment Trust Ltd., in Turner Morrison and Co. Ltd. on the terms and conditions mentioned in the said agreement and confirmed by the agreement dated October 30, 1956, between the Petitioner, Turners, British India Company and the said Haridas Mundhra. So far as this agreement relating to 49 % shares is concerned, it has been fully executed and the Respondent H. D. Mundhra has got the shares. In the meantime, Hungerford Investment Trust Ltd. went into voluntary liquidation and its liquidator Mr. Hoon is having this present dispute with regard to the transfer of the balance of 51 % shares. The Petitioner company in liquidation and its liquidator Mr. Hoon claim in these proceedings still to be a member of Turner Morrison and Co. Ltd. on the allegation that they are still, the owners of these 51 % shares. That is the foundation of the Petitioner's claim to maintain these present applications. The Petitioner company's case, as now represented by its liquidator Mr. Hoon, is that they want to get out of this agreement of 1955, confirmed in 1956 as aforesaid and which has since been merged in the decree for specific performance but for which there is proceeding pending for rescission, so that while that is pending the Petitioner wants to come in and manage the affairs of the Respondent Turner Morrison and Co. Ltd.
(2.) THERE is "one main petition filed on November 28, 1967, followed by four subsidiary petitions and one more petition while the trial of the main petition was going on. Including the main petition, therefore, there are altogether six petitions. As they have been all heard together and one after another, it will be convenient to decide them by one judgment.
(3.) THE main petition with annexures covers 330 pages and 109 paragraphs. Barring the last three alphabets of the English language the prayers are numerous enough from (a) to (v). The affidavit -in -opposition with annexures covers 308 pages. The main petition with all the affidavits covers a total number of 1,221 pages. The documentary evidence consists of 93 exhibits. The oral evidence includes the testimony of eleven witnesses. On behalf of the Petitioner there were two witnesses, (i) Mr. Hoon with 2,190 questions and (ii) Mr. Dumra with 381 questions. On behalf of the Respondents there were nine witnesses, (i) Mr. K. Tapuria, a Respondent with 1,026 questions, (ii) Mr. T. D. Mundhra with 373 questions, (iii) Mr. Bhave with 194 questions, (iv) Mr. Valliant with 94 questions, (v) Mr. Dasgupta with 97 questions, (vi) Mr. Roy with 87 questions, (vii) Mr. Sinha with 328 questions, (viii) Mr. Mitra with 99 questions and (ix) Mr. K. K. Sen with 19 questions. In fact, all the witnesses together cover about 5,000 questions, to be accurate 4,848 questions. This will indicate the magnitude of the case. The second application is on summons dated November 21, 1967. All the prayers are the same as in the main petition except prayer (t) in the summons, on the basis of para. 25 of the affidavit in support of the summons regarding the Lodna Colliery licensing tax refund, not to be paid over but no year or date is given. The cost making bulk of this petition is plain from the fact that the whole of the original main petition although on record is unnecessarily made an annexure to this petition which was only an interim application. This second application stood to trial.;

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