Page 1 Company Application No. 134 of 2016 Connected with CA No. _____ of 2007 And connected with CA No. 493 of 2006 And connected with CA No. 139 of 2013 And connected with CA No. 491 of 2012 IN Company Petition No. 33 of 1988 IN THE HIGH COURT OF CALCUTTA Original (Company) Civil Jurisdiction IN THE MATTER OF : Application under Section 340 of the CrPC, seeking criminal prosecution for the offence of perjury for the false averments made in CA No. 493 of 2006, and in the affidavits-in-opposition filed in reply to CA Nos. 106 & 109 of 2015, and supplementary affidavit in opposition to CA No. 360 of 2015. AND IN THE MATTER OF : Article 215 of the Constitution of India, read with the Contempt of Courts Act. AND IN THE MATTER OF : Page 2 The Companies Act, 1956; AND IN THE MATTER OF: Sections 155,397,399,402,403 and 404 of the said Act; AND IN THE MATTER OF : TURNER MORRISON & COMPANY LIMITED, within an the existing meaning Company of the Companies Act, 1956 and having its Registered Office at 8, Camac Street, Kolkata. AND IN THE MATTER OF : HUNGERFORD INVESTMENT TRUST a LIMITED, company incorporated under the appropriate Law of Singapore and having its Registered Office at 809 French Road, 05-168, 200809 SINGAPORE, and local office at 1-B Judges Court Road, Calcutta. ..........PETITIONER. VERSUS 1. TURNER MORRISON AND COMPANY LIMITED, an existing Page 3 Company within the meaning of the Companies Act, 1956 having its Registered Office at 8, Camac Street, Kolkata - 700 016. 2. as S.T.P. LTD., formerly known SHALIMAR (1935) TAR LIMITED, PRODUCTS an existing Company within the meaning of the Companies Act, 1956 and having its Registered Office at 8, Camac Street, Kolkata - 700 016. 3. GRAHAMS TRADING COMPANY (INDIA) LIMITED, an existing Company within the meaning of Companies Act and having its Registered Office at 8, Camac Street , Kolkata - 700 016. 4. LODNA COLLIERY COMPANY (1920) LIMITED, an existing Company within the meaning of the Companies Act, 1956 and having its Registered Office at 8, Camac Street, Kolkata - 700 016. Page 4 5. ANGELO BROTHERS LIMITED An existing Company under the Companies Act, 1956 having its Registered Office at No. 64-A, Raif Ahmed Kidwai Road, Kolkata 700016. 6. SHALIMAR WORKS LIMITED (In liquidation), through the Official Liquidator attached to the High Court of Calcutta having his office at No. 9, Old Post Office Street, Kolkata - 700 001; 7. PANCHSSHEEL SHIPPING LIMITED (In liquidation), through the Official Liquidator attached to the High Court at Calcutta having his office at No. 9, Old Post Office Street, Kolkata - 700 001. 8. ROHTAS LIMITED, within an the INDUSTRIES existing meaning Company of the Companies Act, 1956 and having its Registered Office at Dalmia Nagar in Page 5 the State of Bihar and also having its office at 8, Camac Street, Kolkata 700 016. 9. ASHOKA MARKETING LIMITED, a Company incorporated under the provisions of the Companies Act, 1956 and having its Registered Office at 8, Camac Street, Kolkata - 700 0016. 10. NEW CENTRAL JUTE MILLS LIMITED, Within an the existing Company meaning of the Companies Act, 1956 having its Registered Office at 18-A, Brabourne Road, Kolkata -700 001. 11. SAHU PROPERTIES LIMITED, a Company incorporated under the provisions of the Companies Act, 1956 and having its Registered Office at B.B.D, Bag (East), Kolkata 700 001; 12. BENNETT COLEMAN & COMPANY LIMITED, an existing Page 6 Company within the meaning of the Companies Act, 1956 having its Registered Office at Dr. Dadabhai Naoroji Road, Bombay- 400 001; 13. SOUMATI PROPERTIES LIMITED, a Company incorporated under the provisions of The Companies Act, 1956 having its Registered Office at 5, Parliament Street, New Delhi-110001; 14. BHARAT WIDHI LIMITED, a Company incorporated under the Provisions of Companies Act, 1956 and having its Registered Office at 5, Parliament Street, New Delhi- 110001; 15. SAHU existing JAIN Company LIMITED, an within the meaning of the Companies Act, 1956 and having its registered office at 7,Bahadur Shah Zafar Marg, New Delhi-110002; 16. ASHOKA HOLDING LIMITED, Page 7 a Company incorporated under the Provisions of the Companies Act, 1956 and having its Registered Office at 5, Parliament Street, New Delhi-110 001; 17. DHARMYUG INVESTMENT LIMITED, a company incorporated under the provisions of the Companies Act, 1956 and having its Registered Office at Times of India Building, Dr. D.N. Road, Bombay400 001; 18. SARVAMANGAL TRADING COMPANY LIMITED, a company Incorporated under the provisions of the Companies Act, 1956 and having its Registered Office at 3-A Garstin Place, Kolkata -700 001; 19. COMBINE HOLDING LIMITED, a company incorporated under the provisions of the Companies Act, 1956 and having its Registered Office at 10, Stephen house, 4, B.B.D, Page 8 Kolkata -700 001; 20. CARAVAN COMMERCIAL COMPANY LIMITED, a Company Incorporated under the provisions of the Companies Act,1956 and having its Registered Office at 2, Ganesh Chandra Avenue, Kolkata 700 013; 21. P.N.B. FINANCE LIMITED, a Company incorporated under the Provisions of the Companies Act, 1956 and having Registered Office at B-45/47,Connaught Place, New Delhi-110001; 22. HARI KRISHNA CHOUDARY; 23. P.R NEELKANTH (full name not known), both working for gain at 8, Camac Street, Kolkata -700 016; 24. NARENDRA KUMAR, residing at 8, Mandeville Garden, Kolkata 700 019; Page 9 25. SAMIR JAIN 26. ASHOK KUMAR JAIN 27. VISHAL CHANDRA JAIN 28. ALOK PRASAD JAIN, All working for gain, inter alia, at 8, Camac Street, Kolkata -700 016; 29. Smt. DURGA JAIN, working for gain at Turner Morrison House at 16, Bank Street, Bombay-400023; 30. ATMA RAM SARAOGI 31. K.K BIYANI, (full name not known) Both working for gain, inter alia, at 8, Camac Street, Kolkata 700 016; 32. HARIDAS MUNDHRA 33. YASHODA DEVI MUNDHRA 34. KAMAL NARAYAN SARAOGI, residing at 8, Lower Rowdon Street, P a g e 10 Kolkata -700 020; 35. HONGKONG BANK, constituted under the appropriate Laws of England and carrying on business, inter alia, at 8,Netaji Subhas Road, Kolkata -700 001; 36. PRADIP KUMAR SINGHANIA, residing at No. 19, Ballygunge Circular Road, Kolkata. 37. RESERVE BANK OF INDIA, a body corporate constituted under the Reserve bank of India Act, and carrying on business, inter alia, at 115, Netaji Subhas Road, Calcutta700 001 and also having its office at Central Office, Exchange Control Department, Mumbai-400 001. 38. DR. RABINDRA NATH GARG, P a g e 11 son of Late Baij Nath Garg, at present residing at 3, Park Mansion, Park Street, Kolkata. 39. TAX RECOVERY OFFICER (IV) Calcutta and 24-Parganas, 8/2 Esplanade, East Dawkins House Kolkata. ………………………….…RESPONDENTS. AND IN THE MATTER OF APPLICATION BY: HUNGERFORD INVESTMENT TRUST a LIMITED, company incorporated under the appropriate laws of Singapore and having its Registered Office at 809 French Road, 05-168, 200809 SINGAPORE, and local office at 1-B Judges Court Road, Calcutta. .......... APPLICANT. To, P a g e 12 The Hon’ble Mrs. Manjula Chellur, Chief Justice and Her Companion Justices of the said Hon’ble High Court. The Humble petition on behalf of the Petitioner above named:MOST RESPECTFULLY SHEWETH : 1. That the deponent is Nirmaljit Singh Hoon, son of Late Mr. Harcharan Singh Hoon, aged 93 years, ordinarily resident of 10/3 NRI Complex, Greater Kailash-IV, Mandakini Enclave, New Delhi 110 019, and at times resident also at 1-B Judges Court Road, Kolkata 700 027, profession business, who is the Chairman of the applicant Company, and as such, he is fully conversant with the facts of the present case, and is fully competent to depose thereto, and competent and authorised to file the accompanying application. Evidence of his authority to act for the applicant Company is already on record of this Hon'ble Court. 2. That this application is preferred under Section 340 of the CrPC to seek prosecution for the offence of perjury for the 4 false statements made to the effect as set out in para 'a' below, which have been averred in the following 4 pleadings as summarised in para 'b' below: a) False Statements : i. That the applicant company's entire shareholding in Turner Morrison of 2295 shares have been sold by auction in 1994. P a g e 13 ii. That the 12 shares registered in the names of 4 individuals do not belong to the applicant company, iii. That Turner Morrison Ltd has never recognised the right of the applicant Company over these 12 shares. iv. That by sale of shares by auction in 1994, the applicant is now left with no shares in Turner Morrison Ltd. b) Pleadings containing these false averments : 3. i. CA No. 493 of 2006. ii. Counter-affidavit to CA No. 106 of 2015. iii. Counter-affidavit to CA No. 109 of 2015. iv. Supplementary Counter-affidavit to CA No. 360 of 2015. That the specific extracts of the false portion of the above 4 pleadings on the above 4 counts have been reproduced verbatim by the applicant at pages 41-54 of the present application, para 39 onwards. 4. That the purpose of filing this application is to finally put an end to the gross abuse of process of court that is taking place over the last 49 years at the instance of individuals who are "interlopers", who have been judicially declared to have no locus standi to act for the petitioner company, but who have, nonetheless, been continually doing so, and have thereby been prejudicing the due course of judicial proceedings, and have been interfering in the administration of justice for the last 49 years. This statement (i.e. of their being "interlopers" with no locus standi to act for or on behalf of the P a g e 14 petitioner company TMCL) is made not on the basis of the personal opinion of the deponent, but based upon as many as three judicial orders, whose findings have not been interfered with by any superior court, and which findings, therefore, have become final (even though these orders may have, since, merged into orders of superior courts). These orders are the following : a) Order dated 01-08-1988 of Ld. Single Judge (Hon'ble Ms. Justice Monjula Bose) in CP No. 33 of 1988. b) Order dated 05-07-1989 of the Hon'ble Division Bench adjudicating Appeal Nos. 681-681 of 1988. c) Order dated 08-10-1996 of the Hon'ble Division Bench adjudicating Appeal No. 953 of 1996. 5. That the false statements made above is part of the reason why the Management of Turner Morrison is not producing copy of evidence of the alleged authority conferred upon Mr. K. K. Biyani, who appears for it in the present proceedings. MOTIVE FOR NOT PRODUCING EVIDENCE OF ALLEGED RIGHT OF REPRESENTATION : 6. That no doubt the refusal to file evidence of the alleged authority issued in favour of Mr. K. K. Biyani (and also, Mr. K. P. Shrivastav before the Supreme Court) is to enable the other Directors of TMCL P a g e 15 to "publicly" maintain distance from the aforesaid individual and his deplorable actions, so that they can then duck responsibility for the false averments made by Mr. K. K. Biyani / Mr. K. P. Shrivastav before this Hon'ble Court, who - if and when put under the scanner by this Hon'ble Court for perjury - will be allowed by them to be the "fall guy". 7. That this aspect has crucial relevance in context of the Legal Notice dated 10-11-2015 issued to all the Directors of the petitioner company, providing them with a copy of the falsehood-replete pleadings filed by Mr. K. K. Biyani / Mr. K. P. Shrivastav before this Hon'ble Court and the Hon'ble Supreme Court, and requiring them that should they find these pleadings to be false, to come forward before this Hon'ble Court forthwith and disown them, failing which they, too, shall be just as liable for perjury as is Mr. K. K. Biyani / Mr. K. P. Shrivastav, as they would then be prosecutable criminally for perjury as well as forgery at least as "accessories after the fact", if not the prime co-conspirators in the conspiracy to mislead this Hon'ble Court. A copy of this legal notice is appended hereto, and is marked as Annexure 1. 8. That the perverse conduct of the individuals purporting to act as Directors of the petitioner company is amply demonstrated also from the fact that because this notice dated 10-11-2015 had also been transmitted by e-mail in advance (albeit, without its annexures, which were very bulky), forewarned by the prior knowledge of the Notice's contents, one of the key alleged Directors of the petitioner P a g e 16 company (one Ranjit Chopra) refused delivery of the notice when attempted by the Speed Post officials to be delivered at his residence on 14-11-2015. As a result, an e-mail was transmitted to him and the other Directors on 20-11-2015, placing his perverse conduct on record. In evidence thereof, a copy of the envelope of posting, showing both the proof of posting by Speed Post, as well as refusal of delivery, is appended hereto, and is marked as Annexure 2, and a copy of the e-mail dated 20-11-2015 transmitted to him, to another alleged director (Mr. Inderjit Singh Narula), to the company, and to its various counsels is appended hereto, and is marked as Annexure 3. There was, however, no return of the Notice from the other 5 Noticees, thus, constituting proof that they have been duly served with the aforesaid Legal Notice. 9. That the purpose of placement of all these documents, e-mails, et cetera on record is to establish that all the individuals claiming a legitimate right to act as directors of Turner Morrison Ltd now cannot escape personal liability and culpability for the falsehoods trotted out on behalf of the company by the so-called "constituted attorney" purporting to appear for it before this honourable Court (i.e. Mr. K. P. Shrivastav), and if he is liable to be criminally prosecuted for perjury, then so are these six individuals. FACTS ESTABLISHING UNEQUIVOCALLY (i.e. BY WRITTEN ADMISSIONS OF TURNER MORRISON LTD) THAT THE APPLICANT COMPANY IS A SHAREHOLDER OF TURNER MORRISON LTD, HOLDING AT LEAST 12 SHARES : P a g e 17 10. That to establish that the applicant company, admittedly, is a shareholder of the petitioner company, it is submitted that it is an undisputed fact between the parties that the applicant company previously owned 100% of the shareholding of TMCL till 1956, whose paid-up capital is 4,500 equity shares, and which 4,500 shares fully controlled the "TMCL conglomerate" with many valuable downstream subsidiaries. In evidence of Hungerford previously holding 100% of the shareholding in TMCL at least as of Financial Years 1948 onwards, appended hereto and marked as Annexure 4 (pages ___ - ___) is an order passed in appeal against an Assessment Order of the Income Tax Department dated 29-11-1960 for the Assessment Years 1950-52, which reveals that the applicant company owned 100% of the shareholding of TMCL i.e. 4,500 equity shares. 11. That in 1956, out of these 4,500 shares, the applicant company, under its erstwhile British owners, sold and transferred 2,205 shares (equal to 49.00% of the shareholding) to one Haridas Mundhra, leaving the applicant company with 2,295 shares (51.00%). This sale was based on permission granted by RBI to Haridas Mundhra to buy its 2,205 shares in TMCL for a consideration of Rs. 78.70 lakhs. In evidence of the same, appended hereto and marked as Annexure 5 (page ___) is a copy of the letter dated 10-08-1956 issued to the applicant company by the Government of India (Ministry of Finance) bearing reference No. 41(06)01/56 dated 10-08-1956, granting it permission to sell and P a g e 18 transfer 2,205 shares to "Haridas Mundhra Group", namely, 2,199 shares to British India Corporation Ltd, a Company controlled by him (which, now, is a Government of India Company), and 3 shares to his personal name. 12. That in 1963 or thereabouts, the ownership of the applicant company changed, and a British citizen by the name of Mr. Nirmaljit Singh Hoon, a person of Indian origin, acquired the 100% shareholding of the applicant company from the erstwhile British owners, and got it transferred and registered in his name for valuable consideration paid to the erstwhile British owners. 13. That in 1973, in anticipation of FERA, and in an attempt to reduce the applicant company's shareholding in the petitioner company (TMCL) to below 40%, Hungerford entered into an Agreement on 17-05-1973 with M/s Sahu Jain Ltd to buy 540 equity shares of TMCL out of its total outstanding 4,500 total shares, this being 12% of the total equity of TMCL, so that the applicant company would then hold 39% of TMCL's equity capital, and Sahu Jain Ltd would hold 12% of TMCL's equity capital, the remaining 49% of TMCL's equity capital continuing to be owned by Haridas Mundhra (i.e. 2,205 shares). 14. That based on this Agreement, M/s Sahu Jain Ltd applied to RBI for permission to acquire these 540 shares from the applicant company. In evidence thereof, a copy of its letter dated 30-05-1973 addressed to RBI, applying for the requisite permission, appending thereto the P a g e 19 Agreement dated 17-05-1973, are appended hereto, and are colly. marked as Annexure 6 (pages ___ to ______). 15. That subsequently, in 1974, upon enactment of FERA, the applicant company (Hungerford) also applied to RBI for permission under Section 29(4) of FERA to continue to hold the remaining 2,295 equity shares in TMCL, equal to 51.00% of the company. In evidence thereof, a copy of the application dated 15-05-1974 filed by the applicant company with RBI is appended hereto and is marked as Annexure 7 (pages ___ to ___). It is very pertinent to highlight that the break-up of the shareholding, in whose names these 2,295 shares stood, etc was already on RBI's records, inter alia, at the time that Haridas Mundhra had applied to it for permission to acquire 49% out of 100% in 1956 or thereabouts, and also in view of the application for permission filed by Sahu Jain Ltd on 30-05-1973 to acquire 12% of TMCL's equity capital. 16. That 9 years after receiving the aforesaid application, and after fully vetting all the facts, including the names of the shareholders, both in terms of nominal ownership as well as beneficial interest, RBI issued its permission to the applicant company vide its approval letter No. EC.CO.FID(ii)/41/163-CA-83/83 dated 26-03-1983 under Section 29(4) of FERA, and therefore, out of a total issued and paid-up capital of 4,500 equity shares in TMCL of face value of Rs. 1,000 each, the ownership of 2,295 equity shares, which is precisely 51.00% of its total capital, was formally recognised and legitimised by RBI also under FERA. In other words, RBI took approving note of P a g e 20 the fact that the 2295 shares owned by the applicant company in the petitioner company included 12 shares owned by the applicant company in the names of four individuals, as its nominees A copy of RBI's approval issued to the applicant company on 26-03-1983, conveying its approval to hold these 2,295 shares is appended hereto, and is marked as Annexure 8 (page ___). 17. That this 51% = 2,295 shares in TMCL is owned by the applicant company as set out in Table 1 below, from which it would be observed that the applicant company owns 2,283 shares in its own name, and 12 shares in the names of 4 individuals who are holding 3 shares each as the applicant company's nominees, but which individuals have signed blank-signed Share Transfer Forms in favour of the applicant company, which are attached to the relevant share scrips : Table 1 : Sl. NAME OF SHAREHOLDER No. I HUNGERFORD GROUP a) Hungerford Investment Trust Ltd b) Antony Haliburton Hume c) Leonard W. Balcombe d) David M. Jaffray e) C. N. Rodewald II MUNDHRA GROUP a) British India Corporation Ltd b) Haridas Mundhra (Respondent No. 32) / Yashoda Devi Mundhra (Respondent No. 33) GRAND TOTAL 18. No. of shares TOTAL PERCENTSHARES AGE 2,283 2,295 shares 51 % 12 2,199 shares 3 shares 2,205 shares 49 % 3 3 3 3 4,500 shares 100 % That the fact that these 12 shares appearing nominally in the names of the 4 non-resident individuals listed at I-(b) to I-(e) above were P a g e 21 owned by the applicant company was known to all, including the petitioner Company, its managing entities (such as Sahu Jain Ltd), RBI, etc. In irrefutable evidence of the same, the applicant company appends herewith the following 8 documents, each of which, singly, establishes this not only as a fact, but as an admitted fact known to, and more important, accepted by both parties : a) Annexure 9 : Supreme Court judgement cited as 1973 (1) SCC 857, showing in its para 2 that the applicant company owns 2,295 shares (pages ___ - ___). b) Annexure 10 : Supreme Court judgement cited as 1973 (1) SCC 684, showing in its para 34 that the applicant company owns 2,295 shares (pages ___ - ___). c) Annexure 11 : Supreme Court judgement cited as Nirmaljit Singh Hoon vs. The State of West Bengal and others, reported as AIR 1972 SC 2639, judgement passed in Criminal Appeals Nos. 213 and 214 of 1968 on 06-09-1972 (pages ___ - ___). In this judgement, a 3-Member Bench of the Hon'ble Supreme Court, observed in para 41 as under, the relevancy to present context being two-fold, namely, that the Management of Turner Morrison (acting through its Director, Mr. David M. Jaffray) handed over the original share scrips for 707 equity shares in Turner Morrison to a representative of Hungerford, which given that 4 of these Share Certificates for 12 shares included shares not in Hungerford's own name but in the names of its P a g e 22 nominees, @ 3 shares each - it would not have done if it did not view all these 707 shares (including the aforementioned 12 shares) as being owned by Hungerford, and secondly, it accepted an indemnity from Hungerford for approx. Rs. 53 lakhs in relation to these 707 shares, which also it would not have if it was not common consensus between the parties that these 707 shares belonged to Hungerford, the most crucial point in this whole episode being that of these 707 shares, 3 shares were in the name of David M. Jaffray himself (i.e. serial number 7 in Table 2 on page 45 xx relating to Share Certificate No. 29 corresponding to serial number 3 in the table reproduced by the Hon'ble Supreme Court in its judgement, as shown below : "41. The above complaint was sent by the Chief Presidency Magistrate to the police for investigation under sub-sec. (3) of S. 156 of the Code of Criminal Procedure. The police-registered a case and after investigation submitted a report that it was a false case. The complainant thereafter filed objections against the police report before the Chief Presidency Magistrate on May 7, 1966. The complaint was thereafter sent on June 18, 1966 to a Presidency Magistrate for judicial enquiry. In the course of that enquiry the appellant examined four witnesses, Sachindra Mohan (PW 1), P. R. Chowdhry (PW 2), Hoon appellant (PW 3) and N. K. Majumdar (PW 4) Affidavit of Varma, who was in the United Kingdom, was also filed. Reliance was also placed upon receipt dated May 27, 1965 which reads as follows: Document - 2 Document 2/1 Received from Turner Morrison and Co. Ltd., Calcutta the following Share Certificates covering 707 Ordinary Shares of Turner Morrison and Co. P a g e 23 Ltd. : 1. Share Certificate No. 19 for 3 ordinary shares Nos. 1452, 1593 and 1594. 2. Share Certificate No. 28 for 695 ordinary shares Nos. 1601-2295. 3. Share Certificate No. 29 for 3 ordinary shares Nos. 1455, 1597 and 1598. 4. Share Certificate No. 75 for 3 ordinary shares Nos. 1453, 1595 and 1596. 5. Share Certificate No. 76 for 3 ordinary shares Nos. 1454, 1599 and 1600. Sd/- S. Varma (S. Varma) Liquidator Hungerford Investment Trust Ltd. Shares with me. Sd/- D. M. Jaffray." It may be stated that the above receipt also contains the following words : "Dear Mr. Jaffray, I do not want to carry these with me. Hence leaving meantime with you personally for delivering to me later." These words, according to a complaint filed by Jaffray were inserted subsequently and a criminal case under section 474, Indian Penal Code is pending against Hoon appellant on that account. Criminal appeal No. 213 filed by Hoon in respect of that prosecution has been disposed of separately today. Reliance by Hoon was also placed upon the following indemnity bond: "Indemnity and Warranty Bond dated 27-5-65 INDEMNITY and WARRANTY In consideration of handing over the 707 shares of Turner Morrison and P a g e 24 Co. Ltd. with blank transfers to Sanderson and Morgan, as per original letter of Hopwood, Hilbery and Co., dated the 9th December 1964 the Liquidators hereby indemnify Turner Morrison and Co. Ltd., Calcutta that they will have no objection to be enjoined with the old Liquidators and the Executors of the deceased Turners for the claim of approximately Rs. 53,00,000/- (Rupees fifty three lakhs), which has been paid by Turner Morrison and Co. Ltd., Calcutta by way of taxes for the Turner family, and furthermore the new Liquidators undertake that they will assist Turner Morrison and Co. Ltd., Calcutta in every way in the recovery of these amounts from the Estates of the Turner family and the old Liquidators of Hungerford Investment Trust Ltd. The new Liquidators further guarantee that they will cause these shares to be produced whenever required in terms of Suit and without jeopardising the rights of Mr. Haridas Mundhra arising out of that decree. Lastly, the Liquidators indemnify the Directors of Turner Morrison and Co. Ltd., Calcutta against any claims of tax authorities or any Government body and others should it arise by virtue of the delivery of these shares by them. Calcutta, 27th July, 1965 Sd/- Illegible Liquidators, Hungerford Investment Trust Ltd." According to the complainant-appellant, the above indemnity bond also contains the following endorsement of Jaffray: "Accepted. For and On Behalf of Turner Morrison and Co. Ltd. Sd/- D. M. Jaffray Directors 27-5-65" P a g e 25 d) Annexure 6 : Application dated 30-05-1973 filed by Sahu Jain Ltd with RBI, requesting permission to acquire 12% shareholding in TMCL from the applicant company, admitting that the applicant company owns 51.00% equity capital of TMCL (meaning, 2295 shares). (The relevance of Sahu Jain Ltd in the present matter is that from May 1973, immediately after signing the Agreement dated 17-05-1973, it was put in charge to manage the affairs of TMCL, and hence, knew about the status of the shareholding not just anecdotally or in terms of unverified or unsubstantiated statements made by the applicant Company to it, but as it existed in the records of TMCL.) e) Annexure 12 : (pages ___ -___) Letter dated 08-10-1973 written by Sahu Jain Ltd to RBI, responding to its queries in relation to its application dated 30-05-1973, and confirming to RBI that the 12 shares set out in the name of 4 individuals also were owned by Hungerford. In this letter, it was specifically stated by Sahu Jain Ltd to RBI as follows (emphasis supplied): "5. Required no objection certificate could be produced before effecting actual transfer of the sale proceeds. The names of the present registered shareholders are as under : 1. Hungerford Investment Trust Limited … 2283 shares 2. L. W. Balcombe … 3 shares 3. A. H. Hume … 3 shares 4. D. A. Jaffray … 3 shares 5. C. N. Rodewald … 3 shares P a g e 26 6. British India Corporation Ltd (Resident) … 7. Hari Das Mundhra (Resident) … 2199 shares 3 shares 8. W. H. J. Christie … 3 shares _____________________ 4500 shares =============== P. S. Except Nos. 6 and 7, others are non-resident. The shares standing in the name of L. W. Balcombe, A. H. Hume, D. M. Jaffray and C. N. Rodewald belong to Hungerford Investment Trust Limited, who hold the share scrips with blank transfer forms. As regards the 2205 shares held in the name of B.I.C. Ltd, Hari Das Mundhra and W. H. J. Christie, these are claimed by Hari Das Mundhra as belonging to him." f) Annexure 13 (pages ___- ___) : Application filed by TMCL with RBI on 19-06-1974, seeking permission under Section 29 of FERA, setting out the shareholding of the Company, where the applicant company's shareholding of 51.00% was grouped by TMCL's Management separately from that of the other group holding 49.00%, and in which categorisation of 51.00%, these 12 shares owned by these 4 individuals was clubbed in the 51.00% group in terms of "grouping" permission granted by RBI. This is how the shareholding was portrayed by TMCL to RBI in this application : 3. Particulars of reserves created and/or (D) capitalisation of reserves, if any, during NIL the last three years. (Please attach a list giving the names and addresses of the farms/companies As per list attached and other institutions/bodies and the marked Annexure P a g e 27 number of / percentage of shares held "A". by each of them in the applicant company. Individual holdings may, however, be grouped together.) (emphasis supplied) ------------------------------------------------------------List giving the names and addresses of firms, companies and other institutions/bodies and the number and percentage of shares held by each of them in the applicant company. Annexure "A" Sl. No. NAME i. Hungerford Investment Trust Limited ii. L. W. Nominees of Balcombe Hungerford Investment iii. A. H. Hume Trust Ltd iv. D. A. Jaffray N. T. S. Building, Singapore 6 Lyons Range, Calcutta 6 Lyons Range, Calcutta 15 Ballygunje Park Road Calcutta 19 Tivoli Court, 1A Ballygunj Circular Raad, Calcutta Sutherland House, Kanpur 26 Prasanna Kumar Tagore Street, Calcutta Grassmere, Kanpur No. of Shares Percentage holding 2283 3 3 2295 51% 2205* 49% TOTAL 4500 (*) These shares are claimed by Hari Das Mundhra as belonging to him. 100% v. C. N. Rodewald vi. British India Corporation Ltd vii. Hari Das Mundhra viii. W. H. J. Christie g) ADDRESS 3 3 2199 3 3 Annexure 14 (pages ___ - ___) : Letter dated 13-05-1977 by RBI to TMCL, querying why, earlier, 2,295 shares were reported by TMCL to it to be held by the applicant company in the petitioner company (TMCL), but now, only 2,283 shares were being shown by TMCL in the applicant company's name. The relevant part of RBI's letter is extracted verbatim and reproduced in point (g) immediately below. P a g e 28 h) Annexure 15 (pages 86-88) : Letter dated 19-05-1977 by TMCL to RBI in reply to RBI's letter dated 13-05-1977, explaining that these 12 shares also were owned by the applicant company, and hence, there is no discrepancy, that the applicant company owns 2,295 shares in TMCL. In this letter, it was categorically stated by TMCL to RBI as under : RBI's query (its letter dated 13-05-1977) : "(v) According to the application made to us under Section 29(4)(a) of the Foreign Exchange Regulation Act, 1973, Hungerford Investment Trust Limited, Singapore holds 2295 equity shares in Turner Morrison, whereas as per the list of shareholders (as on 23rd March 1977) submitted to us by Turner Morrison, the Singapore company holds only 2283 shares. This discrepancy may be reconciled." TMCL's reply (its letter dated 19-05-1977) : "(v) M/s Hungerford Investment Trust Limited holds 2,283 equity shares in this company in its own name, and a further 12 shares in the names of 4 nominees, whose names are given below : 1) L. W. Balcombe … 3 shares 2) A. H. Hume … 3 shares 3) D. A. Jaffray … 3 shares 4) C. N. Rodewald … 3 shares … 12 shares" TOTAL 19. That the above reply by TMCL to RBI dated 19-05-1977 coupled with the application dated 19-06-1974 to RBI, coupled with the P a g e 29 statement made also by M/s Sahu Jain Ltd to RBI in its letter dated 08-10-1973 clinchingly prove that it was known perfectly well and accepted by TMCL that the applicant company owned a total of 2295 shares, which amount included 2283 shares registered in its own name as well as the 12 shares nominally registered in the records of TMCL in the names of these 4 individuals (@ 3 shares each). 20. Yet, despite its knowledge, it did not file the requisite declaration with the Registrar of Companies, as made mandatory by Section 187C(4) of the Companies Act (1956) (or, having filed a declaration, it is now trying to deny that it did so). 21. That it is most respectfully submitted that with insertion of Section 187C of the Companies Act (1956) vide the Act of 41 (1974) with effect from 01-02-1975, by its sub-section (2), it became the duty of every person who owns or controls the beneficial interest in the shares of any Company, but which shares, nominally, do not stand in his own name, to file the requisite declaration with that Company, subscribing to that fact. 22. Consequently, it became the duty of every Company to effect filing of a declaration with the office of the Registrar of Companies to similar effect, declaring the details of the true owner of all such shares, failing which the Company became liable for penal action under subsection (5) of Section 187C, which punishment includes a fine of Rs. 100 per day for every day of default, and which fine has been increased under the Companies Act (2013) to Rs. 50,000 plus Rs. P a g e 30 1,000 for every day of default. For ease of reference, the provisions of Section 187C of the Companies Act (1956) are reproduced verbatim below : Section 187C DECLARATION BY PERSONS NOT HOLDING BENEFICIAL INTEREST IN ANY SHARE. (1) Notwithstanding anything contained in section 150, section 153B or section 187B, a person, whose name is entered, at the commencement of the Companies (Amendment) Act, 1974, or at any time thereafter, in the register of members of a company as the holder of a share in that company but who does not hold the beneficial interest in such share, shall, within such time and in such form as may be prescribed, make a declaration to the company specifying the name and other particulars of the person who holds the beneficial interest in such share. (2) Notwithstanding anything contained elsewhere in this Act, a person who holds a beneficial interest in a share or a class of shares of a company shall, within thirty days from the commencement of the Companies (Amendment) Act, 1974, or within thirty days after his becoming such beneficial owner, whichever is later, make a declaration to the company specifying the nature of his interest, particulars of the person in whose name the shares stand registered in the books of the company and such other particulars as may be prescribed. P a g e 31 (3) Whenever there is a change in the beneficial interest in such shares the beneficial owner shall, within thirty days from the date of such change, make a declaration to the company in such form and containing such particulars as may be prescribed. (4) Notwithstanding anything contained in section 153 where any declaration referred to in subsection (1), sub-section (2) or subsection (3) is made to a company, the company shall make a note of such declaration, in its register of members and shall file, within thirty days from the date of receipt of the declaration by it, a return in the prescribed form with the Registrar with regard to such declaration. (5) (a) If any person, being required by the provisions of sub-section (1), sub-section (2) or subsection (3), to make a declaration, fails, without anyreasonable excuse, to do so, he shall be punishable with fine which may extend to one thousand rupees for every day during which the failure continues. (b) If a company fails to comply with the provisions of this section, the company, and every officer of the company who is in default, shall be punishable with fine which may extend to one hundred rupees every day during which the default continues. for P a g e 32 (6) Any charge, promissory note or any other collateral agreement, created, executed or entered into in relation to any share, by the ostensible owner thereof, or any hypothecation by the ostensible owner of any share, in respect of which a declaration is required to be made under the foregoing provisions of this section, but not so declared, shall not be enforceable by the beneficial owner or any person claiming through him. (7) Nothing in this section shall be deemed to prejudice the obligation of a company to pay dividend in accordance with the provisions of section 206, and the obligation shall, on such payment, stand discharged. 23. That in the case of TMCL, its management was very well aware of this provision inserted in the Companies Act (1956) with effect from 01-02-1975, given that in the case of the other shareholder holding 2,205 shares (i.e. Haridas Mundhra), as his shareholding stood nominally as reproduced in Table 2 hereunder, and as the beneficial-interest ownership of 2,199 shares out of these 2,205 shares purportedly owned in the name of British India Corporation Ltd (now, a Government Company) was actually that of Mr. Haridas Mundhra, they complied with the provisions of section 187C (4) of the Companies Act (1956) : PLEASE TURN OVER P a g e 33 Table 2 : Sl. NAME OF SHAREHOLDER No. I No. of TOTAL PERCENT- shares SHARES AGE 2,295 51 % HUNGERFORD GROUP a) Hungerford Investment Trust Ltd II 2,283 b) Antony Haliburton Hume 3 c) Leonard W. Balcombe 3 d) David M. Jaffray 3 e) C. N. Rodewald 3 12 shares MUNDHRA GROUP a) British India Corporation Ltd b) Haridas Mundhra (Respondent No. 2,199 shares 2,205 3 shares shares 49 % 32) / Yashoda Devi Mundhra (Respondent No. 33) GRAND TOTAL 4,500 100 % shares 24. That TMCL evidently discharged its obligation with compliance with the law under sub-Section 4 of Section 187C of the Companies Act (1956) in relation to Mundhra's 2,205 shares, as evidenced by the following three documents : a) Annexure 16 (page ___) : Letter dated 24-02-1975 by TMCL to British India Corporation Ltd (now, a Government of India Company), seeking a declaration from them that the 2,199 shares held by it in its name were for the beneficial interest of Haridas Mundhra. b) Annexure 17 (page __) : Letter dated 24-02-1975 by TMCL to Haridas Mundhra, seeking a declaration from him that the 2,199 P a g e 34 shares held in the name of British India Corporation Ltd were owned by him, albeit, in its name but for his beneficial interest. c) Annexure 18 (page ___) : Letter dated 16-04-1975 by TMCL to Registrar of Companies, filing the requisite declaration in respect of 2,199 shares held in it nominally by British India Corporation Ltd being actually for the eventual benefit of Haridas Mundhra. 25. That it is not known to the applicant company (because it cannot be known to it, being the petitioner Company’s responsibility, and not that of the applicant company) whether TMCL filed a declaration with the office of the Registrar of Companies in respect of these 12 shares, reporting to it that they are owned by the applicant company. (Perhaps they did file it, but as its Management have shown great prowess in removing papers and documents from Government Offices in the past it may very well be that they did file this Return, but then subsequently removed this Return surreptitiously from the office of the Registrar of Companies after it was filed.) 26. That today, it is, shockingly, the patently fraudulent stand of the petitioner Company that these 12 equity shares standing in the name of these 4 individuals do not belong to the applicant company. 27. That this stand is being taken despite the fact that the definition of the phrase "to declare" (verb) is "to make known clearly or officially", P a g e 35 and both these aspects already stood taken care of, as evidenced, inter alia, by the Company's own "declaration" to RBI set out by it, inter alia, in its letter dated 19-05-1977. 28. That in fact, they have executed a rejoinder affidavit before this honourable Court, executed on an unspecified date in 2015 (presumably, around 17-11-2015) by one Mr. K. P. Shrivastav to the effect that only because the applicant company did not make the requisite "declaration" to the petitioner company as made mandatory by the provisions of Section 187C of the Companies Act (1956), hence, for this reason, the applicant company is now barred from claiming that these 12 shares belong to it. A copy of this rejoinder affidavit is appended hereto and is marked as Annexure 19. (pages ___ - ___ ; the objectionable averment can be seen at page ____, internal page 31.) (A copy of this affidavit is being filed herewith as the applicant Company does not know if, after its execution, it was actually filed in the Registry or not, and also, to make the present application a self-contained one.) 29. That the same and comma-fullstop identical averment has been reiterated by the petitioner company before the Hon'ble High Court of Calcutta also, in a supplementary affidavit sworn on 17-11-2015 in CP No. 33 of 1988, a copy of which is appended hereto, and is marked as Annexure 38 (pages ____ - ____). The objectionable averment has been made at its para 8 (page ____). P a g e 36 30. That it is most respectfully submitted that Section 187C of the Companies Act (1956) was inserted with effect from 01-02-1975. It was before as well as after its insertion that a formal declaration was made by the applicant Company to TMCL of this fact of ownership of these 12 shares (even though it was already very well known to all, and therefore, no formal declaration was really required of the applicant company to be made of a fact that every one knows), and on the basis of which M/s Sahu Jain Ltd (which eventually purported to control TMCL), vide its letter dated 08-101973 (Annexure 3, pages ____ - _____) as well as TMCL, more than 2 years later, vide its application dated 19-06-1974 to RBI (Annexure 9, pages ____ to ___) read with its letter to RBI dated 19-05-1977 (Annexure 10, pages ___ to ___) which is after the insertion of Section 187C w.e.f. 01-02-1975, and had categorically confirmed to RBI that these 12 shares were owned by the applicant company, and only nominally shown as standing in the names of those 4 individuals. 31. That with this being so, it cannot now lie in the mouth of TMCL to claim that these 12 shares do not belong to the applicant company only because it (TMCL) did not file its declaration with the office of the Registrar of Companies in discharge of the statutory burden placed on it by sub-section (4) of Section 187C of the Companies Act (1956). 32. That the absurdity of this stand is heightened when it is borne in mind that the petitioner company is nothing but the "child" of the applicant company, the absurdity arising from the stand of the P a g e 37 "child" that it needs a certificate from the parent as to the precise details of its own parentage. 33. That in any case, even assuming without admitting that the declaration was not made by the applicant company, and as also observed by the celebrated author A. Ramaiya in his treatise on the Companies Act, 16th Edn (reprint of 2006), on page 1762, "The barring of the right is only so long as the default in making the declaration continues. There is no reason why the declaration should not be made even after the time-limit prescribed by sub-sections (1) and (2), as the liability to punishment for default has no relevance for this purpose". In other words, even assuming without admitting that no declaration was formally made by the applicant company to the petitioner company, this would not extinguish the applicant company's rights in these 12 shares ; all that would mean is that there may - perhaps - be a fine imposable on the applicant company by the Registrar of Companies. In the present case, this declaration was (again) set out (in the form of a reiteration) in CA No. 106 of 2015 filed in February 2015 before the honourable High Court of Calcutta in CP No. 33 of 1988, and very significantly, in the counteraffidavit executed on 01-04-2015, it was not denied by the petitioner company that these 12 shares were owned by the applicant company. Rather, a bald and evasive denial was resorted to, claiming that all the applicant company's 2295 shares had been auctioned in 1994 (more details are set out in paragraph 50 _____ xx, page 42). In fact, by this stand (i.e. to the effect that the applicant company P a g e 38 owned 2295 shares), they, in effect, admitted that these 12 shares were very much owned by the applicant company. 34. That in the same treatise on the Companies Act, it has also been noted on page 1759, under the caption "Object and scope of section", that "Clause 14 - It will be seen from the Notes on Clauses that the object of the section is only to ensure the disclosure of all benaami transactions in shares, and not affect the legal rights as regards the holding of beneficial interest in shares in any way". In fact, in the case of Khajamiya Miransaheb Mujahid vs. Peerapasha Miransaheb Mujahid [(1987) 61 Com Cases 106 (Kar)], a learned single judge of the honourable High Court of Karnataka, in somewhat similar context, held that "The consequences being penal for failure to perform the statutory duty imposed, the ownership of the share is not affected. He is only liable to pay the prescribed fine and no more. Similarly, he will be penalised for the default." The learned Single Judge then proceeded to express his doubt as to whether even a fine would be imposable in the facts of that case, given that the alleged omission to make a declaration was not wilful or strategic. In similar context, a Division Bench of the Hon'ble High Court of Madras also held in the case of Muthu vs. Adaikappa Chettiar [(1987) 2 Mad. LJ 454)] that the mere omission to make a declaration as required by Section 187C will not make a transfer of the shares in question to be invalid. 35. That since the petitioner company (TMCL) all along had the information that these 12 shares were owned by the applicant P a g e 39 company, and it (undoubtedly deliberately) did not file its return to that effect with the office of the Registrar of Companies (or filed it and removed it after filing) does not mean that it can now turn around and claim benefit from its own wrong, by claiming that these shares do not belong to the applicant company just because no return had been filed by it (TMCL) to that effect with the office of the Registrar of Companies. 36. That the fact that the petitioner Company knew it had to discharge a statutory burden as prescribed by Section 187C(5) of the Companies Act (1956) is self-evident also from the fact that it filed this Return in respect of the 2,199 shares nominally registered in its records in the name of British India Corporation (now, a Government of India Company) but which were actually held by that Company for the beneficial interest of Haridas Mundhra. This being so, and as is selfevident, inter alia, from the letter dated 08-10-1973 written by Sahu Jain Ltd to RBI, as well as the application filed by TMCL with RBI, as well as its letter dated 19-05-1977 addressed to RBI (i.e. after Section 187C was inserted w.e.f. 01-02-1975) that as TMCL knew perfectly well that the applicant company was the beneficial owner of these 12 shares, it was equally incumbent upon it to have acted in a manner required by law, just as it did in the case of Haridas Mundhra / British India Corporation Ltd. 37. That as these 12 shares admittedly belong to the applicant company, and intimation of which ownership has been placed by the Management of TMCL repeatedly on the records of statutory bodies P a g e 40 like RBI, as well as acted upon by RBI (inter alia, in terms of its approval letter issued to the applicant company bearing is reference No. EC.CO.FID(ii)/41/163-CA-83/83 dated 26-03-1983 approving its holding of 2,295 shares (and which 2,295 shares include these 12 shares held by the applicant company in the names of these 4 individuals), the petitioner company is liable to be subjected to penal proceedings by the Registrar of Companies for its conscious, deliberate and mischievous violation of sub-section (5) of Section 187C of the Companies Act (1956) read with Section 89(7) of the Companies Act (2013). As per rough calculations, the fines recoverable for the benefit of the State Exchequer are around Rs. 1.55 crores, calculated as set out hereunder in Table 3 : Table 3 : Sl. No. (1) 1. 2. 3. From To (2) 01-02-1975 12-09-2013 Flat fine (3) 11-09-2013 20-11-2015 GRAND TOTAL OF FINE 38. No. of Rate days per day (4) (5) 14,499 100 800 1,000 No. of persons (6) 8 6 TOTAL AMOUNT OF FINE (7) 1,15,99,200 48,00,000 50,000 1,54,49,200 Or, say, Rs. 1.55 crores That it is also required to be prosecuted for perjury by this honourable Court, for filing false (forged) evidence before this Hon'ble Court, and for swearing false affidavits, etc. for this purpose, an application has been separately filed before this honourable Court. P a g e 41 39. That the unconscionable conduct of the individuals appearing for TMCL before this honourable Court requires to be remarked upon further to enable this honourable Court to draw suitably adverse inferences of the same. In this regard, it is to be mentioned that the applicant company had filed CA No. 106 of 2015 before the honourable High Court of Calcutta, and on which notice had been issued sometime in February 2015. In reply to this CA, they had filed their counteraffidavit dated 01-04-2015 in which the relevant part being paragraphs 4-6 are reproduced side-by-side below, in order to demonstrate that at no point in time in their counter-affidavit did they raise the argument that the applicant company does not possess these 12 shares on grounds of lack of statutory declaration made mandatory by the provisions of Section 187C of the Companies Act (1956) : CA No. 106 of 2015 filed by Counter-affidavit to CA No. 106 of Hungerford : 2015 filed by TMCL : 4. That the applicant Company (viz. 7. With reference to paragraphs 4 to Hungerford Investment Trust Ltd) is 6 of the said application, each and the majority shareholder in every allegation contained therein is Respondent No. 1 Company (viz. in denied and disputed. It is denied and Turner Morrison Ltd). It is not in disputed that the applicant can file dispute that the lawful shareholding the recall of the Respondent No. 1 Company honourable upto 1977 of thereabouts was 4,500 material petition Court irregularity equity shares of Rs. 1,000 each, of committed by which 2,295 shares (51%) are owned respondent which by the applicant or the is before this that any has been answering harm the Hungerford interests of the applicant or that any Investment Trust Ltd, but registered facts and circumstances which are in the Register of Members of relevant for the purpose of the Respondent No. 1 Company present application have been set out nominally as under, this being the in details in the said application as admitted position also as per the alleged or at all. Tt is denied and P a g e 42 Annual Return of Respondent No. 1 disputed that the applicant company Company (TMCL) for 2012-13 filed is the majority shareholder of the by its alleged Directors with respondent No. 1 or that it is not in Registrar of Companies under the dispute that the lawful shareholding signatures of Mr. Amit Judge, its of the respondent No. 1 upto 1977 alleged Managing Director : was 4500 equity shares of Rs. 1,000 each, or 2295 shares are owned by Table I ; (please see further below) the applicant or are registered in the register of members of the 5. That the distinctive numbers of the respondent No. 1 or that the same is 2,295 shares owned by the Hoon/ an admitted position as per the Hungerford Group are as shown in annual return of the answering Table 2 hereunder : respondent as alleged or at all. I say that the reference to the annual Table 2 : (please see further below) return of the answering respondent today would not reveal the alleged 6. That these 2,295 shares, pursuant shareholding of the applicant any to orders of Hon'ble Supreme Court, more. In this regard, I crave leave to are in the custody of Ld. Registrar refer to the annual returns of the (Original Side) Calcutta High Court. answering respondent to ascertain Full facts pertaining to this aspect its true meaning, scope and purport have already been laid on record of thereof. I deny and dispute the fact of this Hon'ble Court. the chart set out in Table-I of the paragraph under reference. It is denied and disputed that 2295 are owned by Mr. Hoon and/or Hungerford Group as alleged or at all. I say that 2295 shares which are earlier held by Mr. Hoon and/or Hungerford Group has thereafter been auctioned in the sale conducted by the Income Tax Authorities and thereafter, neither Mr. Hoon nor Hungerford Group can claim any rights over the said 2295 shares. Thus reference to the said 2295 shares of and in the answering respondent has no relevance today. I P a g e 43 deny and dispute the factum, validity and contents of Table-II set out in the paragraph under reference. It is denied and disputed that shares of and in the answering respondent as contained in Table-II of the paragraph under reference the long to the persons mentioned therein as alleged or at all. It is denied and disputed that shares pursuant to the orders of the Hon'ble Supreme Court are in the custody of the Ld. registrar (Original Side) Calcutta High Court as alleged or at all. I say that reference to the orders passed by the honourable Supreme Court is not relevant any more. TABLE 1 : Sl. No. I NAME OF SHAREHOLDER No. of shares HOON GROUP a) Hungerford Investment Trust Ltd 2,283 b) Antony Haliburton Hume 3 c) Leonard W. Balcombe 3 d) David M. Jaffray 3 C. N. Rodewald II TOTAL PERCENTSHARES AGE 2,295 shares 12 3 MUNDHRA GROUP a) British India Corporation Ltd 49 % 2,199 shares b) Haridas Mundhra (Respondent 3 shares No. 32) / Yashoda Devi Mundhra (Respondent No. 33) GRAND TOTAL 51 % 2,205 shares 4,500 100 % shares Note : The above presentation is without prejudice to the position that the Annual Return shows the persons at I (b) to (e) holding 300 shares of face value of Rs. 10 each, which is basically, the 3 shares of face value of Rs. 1,000 each, and furthermore, that the 2,205 shares nominally owned allegedly by the “Mundhra” Group are under lien of over Rs. 25,000 crores, and forfeited / irrevocably liable to forfeiture. P a g e 44 TABLE 2 : Sl. No. SHARE CERTIFICATE No. DISTINGUISHING SHARE SCRIP NUMBERS From To 1. 1 2. 1,450 1,451 3. 1,456 NO. OF SHARES 1,450 1 1,592 137 4. 19 1,452 / 1,593 / 1,594 3 5. 75 1,453 / 1,595 / 1,596 3 6. 76 1,455 / 1,599 / 1,600 3 7. 29 1,454 / 1,597 / 1,598 3 8. 28 1,601 TOTAL SHARES 2,295 695 2,295 Note : Shares listed at serial numbers 4, 5, 6 and 7 are registered in the names of Antony Haliburton Hume, Leonard W. Balcombe, David M. Jaffray and C. N. Rodewald. In evidence of the same, a copy of CA No. 106 of 2015 alongwith its judges summons are appended hereto, and are colly. marked as Annexure 20 (pages ___ to ___), and a copy of the counter-affidavit filed against the same is also appended hereto, and is marked as Annexure 21 (pages ___ to ___). 40. That by the above evasive and manipulative response, they tried to pass off a proposition that what had been auctioned was 2295 shares, even though they well knew that what had been auctioned was 2283 shares. No doubt this ruse was adopted so that they could duck the need to reply to the issue of 12 shares, undoubtedly intending that if and when caught, they would pass off the misleading tenor of the phraseology of their counter-affidavit to a drafting / typographical error. P a g e 45 41. That this sort of subterfuge was repeated in CA No.109 of 2015 filed before the Hon'ble High Court of Calcutta, which specifically sought re-issuance of the 12 shares of the applicant Company under signatures of an Officer to be appointed by the High Court (because the persons claiming to be Directors were merely "interlopers"). The Hon'ble High Court, seeing prima facie merit in the prayers made, was pleased to issue notice on the aforesaid CA, and reproduced below is a comparative reproduction of how these individuals purporting to be Directors of the petitioner Company dealt with the issue, in effect, admitting that the applicant Company owned 2,295 shares in it (meaning, 2283 plus 12 shares) : CA No. 109 of 2015 filed by Counter-affidavit to CA No. 109 of Hungerford : 2015 filed by TMCL : 5. That it is not in dispute that the 7. With reference to paragraphs 4 to lawful shareholding of the 7 of the said application, each and Respondent No. 1 Company upto every allegation contained therein is 1977 of thereabouts was 4,500 denied and disputed ……(page 28)….. equity shares of Rs. 1,000 each, I say that 2,295 shares which were owned by Hungerford Investment earlier held by Mr. Hoon and/or the Trust Ltd, but registered in the Hungerford Group have thereafter Register of Members of Respondent been auctioned in the sale conducted No. 1 Company nominally as under, by the Income Tax Authorities and this being the admitted position also thereafter neither Mr. Hoon no as per the Annual Return of Hungerford Group can claim any Respondent No. 1 Company (TMCL) right over the said 2,295 shares. for 2012-13 filed by its alleged Directors with Registrar of Companies under the signatures of Mr. Amit Judge, its alleged managing Director, a copy of which P a g e 46 is appended hereto, and is marked as Annexure 10 : …….. 6. That the distinctive numbers of the 2,295 shares owned by the Hoon/ Hungerford Group are as shown hereunder : (See Table 2 further below) : 7. That these 2,295 shares, pursuant to orders of Hon'ble Supreme Court, are in the custody of Ld. Registrar (Original Side) Calcutta High Court. A copy of the order dated 09-031972 of the Hon'ble Supreme Court incontrovertibly evidencing this arrangement is appended hereto, and is marked as Annexure 8. TABLE 2 : Sl. No. 1. DISTINGUISHING SHARE SCRIP NUMBERS From To 1 2. 1,450 1,451 NO. OF SHARES 1,450 1 3. 1,456 4. 1,452 / 1,593 / 1,594 3 5. 1,453 / 1,595 / 1,596 3 6. 1,454 / 1,597 / 1,598 3 7. 1,455 / 1,599 / 1,600 3 8. 1,601 TOTAL SHARES 1,592 2,295 137 695 2,295 Note : Shares listed at serial numbers 4, 5, 6 and 7 are registered in the names of Antony Haliburton Hume, Leonard W. Balcombe, David M. Jaffray and C. N. Rodewald. 8. That for reasons unknown to the 8. With reference to paragraphs 8 to applicant, Ld. Registrar (Original 12 of the said application, each and Side) has released these shares to the every allegation contained therein is P a g e 47 custody of M/s B. M. Bagaria & denied and disputed…….(page 29)…. Company. The letter dated 11-05- I say that the said 2295 shares of 1972 of M/s B. M. Bagaria & and in the answering respondent Company admitting / confirming this have been sold long time back and fact is appended hereto, and is such marked as Annexure 9. to Ld. Registrar (Original Side) with copy to M/s B. M. Bagaria & Company to return these share scrips. In evidence thereof, a copy of email dated 29-11-2014 is appended hereto, and is marked as Annexure 1. Thereafter, a reminder was also sent on 02-12-2014, in evidence whereof a copy of the email is appended hereto, and is marked as Annexure 2. 10. That when evidence emerged that M/s Bagaria & Company had collected these original share scrips without any authority even though they are (impermissibly) appearing for Turner Morison Ltd, a legal notice dated 07-12-2014 was sent. In evidence whereof, a copy of the email dated 07-12-2014 is was always knowledge of Mr. Hoon. …….. 9. That the applicants have written the fact appended hereto, and is marked as Annexure 3, to which is attached the cuase List of this Hon'ble Court for 01-12-2014, which shows them doing so. 11. That the fraud played on the Hon'ble Supreme Court and the Calcutta High Court by M/s Bagaria & Co and the non-complaince of the to the P a g e 48 order of the Hon'ble Supreme Court was also brought to the attention of Ld. Secretary General of the Hon'ble Supreme Court and the High Court vide email dated 08-12-2014. In evidence whereof, a copy of the email dated 08-12-2014 is appended hereto, and is marked as Annexure 4. 12. That thereafter, an email was also sent to Ld. Registrar General of the Calcutta High Court, asking for a meeting. In evidence thereof, a copy of the email dated 08-12-2014 is appended hereto, and is marked as Annexure 5. In evidence of the same, a copy of CA No. 109 of 2015 alongwith its judges summons are appended hereto, and are colly. marked as Annexure 22 (pages ___ to ___), and a copy of the counter-affidavit filed against the same is also appended hereto, and is marked as Annexure 23 (pages ___ to ___). 42. That this honourable Court shall undoubtedly appreciate that the stand that is being attempted to now be taken before this honourable Court [i.e. regarding statutory declaration not having been made under Section 187C of the Companies Act (1956) being the basis to deny the applicant company its right to ownership of these 12 shares] was never taken before the honourable High Court in this CA also, despite having multiple opportunities to do so. P a g e 49 43. That in contradistinction to the averments made in CA Nos. 106 and 109 of 2015 (reproduced above), reproduced below is the false averments made by them in 2006 in IA No. 22 of 2006 filed before this honourable Court in CA No. 2138 of 2000, and again, in CA No. 493 of 2006 before the Honourable High Court of Calcutta, and which abusive CA, containing multiple false statements, let to the eventual dismissal of CP No. 33 of 1988 vide order dated 21-062007, and which dismissal order now is under recall by virtue of CA No. 409 of 2015, on which notice has been issued by the Honourable High Court : AVERMENTS IN IA No. 22 of 2006 FILED BEFORE THE HON'BLE SUPREME COURT IN CA No. 2138 of 2000 : 1. This petition arises as a consequence of : (a) the dismissal, by this honourable Court, off special leave petitions Nos. 24558 and 24559 of 2003, by order dated 12th April 2004. By dismissing the said petitions, this honourable Court upheld the judgement of the Calcutta High Court dated 29 September, 2003, which had upheld the auction sale of the entire shares held by the 1st respondent in the petitioner company, as illegal and invalid. In view of the aforesaid facts, which are subsequent of the judgement of this honourable Court in civil appeal No. 2138 of 2000, the legality and validity of the auction sale of the entire shares of the petitioner company held by Respondent No. 1 has been upheld. As a result, the respondent does not hold even a single share in the petitioner company. (b) Since the respondent does not hold any share in the petitioner P a g e 50 company, even assuming for the sake of argument, that the respondent succeeds in the 397/398 petition, no relief possibly could be granted as reliefs under 397/398 being qua shareholder, could only be granted to an existing shareholder. Therefore, the petition under 397/398 is not maintainable and/or has become totally infructuous in view of aforesaid facts 2. In the above perspective, the following submissions may please be considered. 3. Subsequent to the passing of the judgement and order dated 11-122002, this honourable Court dismissed the special leave petitions filed by the 1st respondent challenging validity of disposal of its entire holding of shares in the petitioner company in pursuance of tax recovery under the Income Tax Act 1961 by Tax Recovery Officer (TRO). The TRO disposed off, by auction sale, the entire 228300 equity shares held by the respondent in the petitioner company on 27th of May, 1995 (sic, should be 1994). 4. …….. 5. During the pendency of the aforesaid appeal, certain proceedings were initiated by Tax Recovery Officer (TRO) pursuant to which the entire shareholding of the first respondent in the petitioner amounting to 2,28,300 equity shares were auction sold to third parties. These proceedings took place between April 1994 and May 1994 culminating in the auction sale on 27th of May 1994. 6. ……. 7. …….. 8. In the meantime, in view of the facts that the first respondent's P a g e 51 entire shareholding in the petitioner had been by the sold by a statutory authority, an application was taken out by the petitioner in July 1994 in the aforesaid appeal, contending that in view of the subsequent events, the first respondent could not maintain / proceed with the appeal. 9. ……. 10. ….. 11. ….. 12. ….. 13. ……. 14. …… 15. ……. 16. …….. 17. In view of the foregoing facts, it is now conclusively established and finally decided that the first respondent does not hold a single share in the petitioner company. ….. 18. …… 19. The petitioner submits that when this honourable Court had passed his judgement dated 11-12-2002 in CA No. 2138 / 2139 of 2000, the legality and validity of auction sale of the first respondents shareholding in the petitioner was still sub judice and had yet to attain finality. As is evident from the foregoing sequence of facts, that issue has now attain finality as a consequence of judgement and order dated 29-09-2003 and dismissal of SLP challenged the judgement by this honourable Court on 12-04-2004. Hence, in view of the supervening events, it is now conclusively and finally decided that the P a g e 52 first respondent is not a member of the petitioner and does not hold a single share in the petitioner. It is submitted that as a consequence, the company petition is not maintainable at the instance of the first respondent. Drawn by : Krishnendu Datta AVERMENTS IN CA No. 493 of 2006 FILED BEFORE THE HON'BLE HIGH COURT IN CP No. 33 of 1988 : 4. In the appeal of the respondent No. 1, the applicant made an application in July 1994 contending that in view of the subsequent events, the respondent No. 1 cannot maintain and proceed with the said appeal. It was, inter alia, intended that the respondent No. 1 was no longer a shareholder of the applicant and that no relief can be granted in its favour even assuming that the respondent No. 1 succeeds in the appeal and in the petition under sections 397 and 398 of the Companies Act 1956. 5. ……… 6. ……. 7. …… 8. ……. 9. During the pendency of appeal No. 953 of 1993, proceedings were initiated by the Tax Recovery Officer under the Income Tax Act, 1961 to which the entire shareholding of the respondent No. 1 in the applicant amount to 228300 equity shares were put up for sale by way of public auction. The Tax Recovery Officer had initiated such proceedings between April 1994 and May 1994, culminating in the P a g e 53 auction sale on May 27, 1994. 10. The entire shareholding of the respondent No. 1 in the applicant amounting to 228300 equity shares were sold to third parties by the Tax Recovery Officer in the auction sale on May 27, 1994. 11. ….. 12. ….. 13. …. 14. ….. 15. ….. 16. …. 17. ….. 18. …. 19. …… 20. ….. 21. …… 22. ….. 23. ….. 24. The applicant states that by virtue of the order dated September 29, 2003 of the honourable Division Bench of this honourable Court and the dismissal of the special leave petition of respondent No. 1 challenging such judgement before the honourable Supreme Court of India on April 12, 2004, the legality and validity of the auction sale of the shares held by the respondent No. 1 had attained finality. Consequently, the respondent No. 1 is no longer a shareholder of the applicant. The company petition filed by the respondent No. 1 is, therefore, not maintainable at this instance. The respondent No. 1, no P a g e 54 longer being a shareholder of the applicant, is not entitled to any relief and as such no relief can be granted to the respondent No. 1 assuming though not admitting that the respondent No. 1 if at all succeeds in the company petition No. 33 of 1988 under section 397 and 398 of the Companies Act, 1956. The proceedings initiated by the respondent No. 1, therefore, has become infructuous. In evidence of the same, a copy of IA No. 22 of 2006 filed before this honourable Court in CA No. 2138 of 2000 are appended hereto, and are colly. marked as Annexure 24 (pages ___ to ___), and a copy of the CA No. 493 of 2006 filed before the honourable High Court of Calcutta is also appended hereto, and is marked as Annexure 35 (pages ___ to ___). 44. That it is very vital to the matter to highlight that the aforesaid IA was drafted, filed and argued by an advocate who was present before this honourable Court when order dated 11-12-2002 was passed in Civil Appeal No. 2138 of 2000. A copy of this order is appended hereto, and is marked as Annexure 30 (pages ____ to pages ____). Therefore, he knew perfectly well what the following phrase "locus standi" meant as set out by this honourable Court in the aforesaid order (emphasis supplied) : "The question that arises for consideration, therefore, is: whether the impugned judgment can be held to be a judgment whereby question of locus of the appellant before them has been gone into and answered? Having carefully scrutinized the impugned judgment, we are unable to persuade ourselves to P a g e 55 agree with the submission of Mr. Rajinder Saccher as, in our view, the learned Judges have acted on a misconception with regard to the majority view. The majority view, in the facts and circumstances narrated, can only be that the question of locus cannot be left open and has to be decided. This being the position, ordinarily we would have remitted the matter to the Division Bench of the Calcutta High Court for reconsideration. But an application filed under Section 397 and 398 of the Companies Act is pending since 1988 and it is conceded by the parties that the said company petition cannot be disposed of without oral evidence being led on merits. That being the position, instead of remitting the matter to the Division Bench to decide the question of locus, we think it appropriate to remit the matter to the learned Company Judge to take up the petition filed under Section 397 and 398 and he would also be at liberty to examine the question of locus in view of the subsequent events that had happened, while finally deciding the company petition and not as a preliminary issue. Since the matter is pending for a considerable period, we hope that the learned Company Judge will take up the hearing of this Company petition on priority basis and would try to dispose it of as quickly as possible." 45. That the meaning of the phrase "locus standi" as used by the Hon'ble Supreme Court in its order dated 11-12-2002 (reproduced above) was required to be understood by the parties in context of the fact that the Division Bench, whose judgement had been impugned before the Supreme Court, in a finding by Justice Satyabrata Sinha (who acted both as Ld. Single Judge hearing CWP No. 1668 of 1995 as well as referee judge between the opposing views of the members of the Division Bench in APO No. 953 of 1993) at pass an order dated 22-12-1998 [whose copy is appended hereto, and is marked as P a g e 56 Annexure 28 (pages ____ to pages ____)], in effect, modifying his earlier order dated 23-07-1998 passed in CWP No. 1668 of 1995 [whose copy is appended hereto, and is marked as Annexure 27 (pages ____ to pages ____)], which order was passed in challenge raise before him against the order dated 14-11-1994 passed by the Commissioner of Income Tax (Appeals), [whose copy is appended hereto, and is marked as Annexure 25 (pages ____ to pages ____)]. As per this later order, he ruled that his earlier order dated 16-04-1998 [whose copy is appended hereto, and is marked as Annexure 26 (pages ____ to pages ____)] would be subject to the outcome of the issues before the Division Bench hearing APO No. 953 of 1993, and which issues, in effect, would include the following 6 sub-issues: i. Whether the alleged Share Certificates of Rs. 10 each had been lawfully brought into existence, on the basis of statutory jurisdiction conditionally conferred on the Board of Directors of a Company by the Companies (Issue of Share Certificate) Rules, 1960, or were their actions in bringing these Share Certificates into existence void ab initio as if non est (being sans statutory jurisdiction), or whether such actions, though wrong or illegal, were merely "voidable" ? ii. Whether the persons purporting to act for the Company as its Directors while meeeting in Board meetings to approve, inter alia, the decision to sub-divide the capital, and issue fresh Share Certificates of Rs. 10 each P a g e 57 in lieu of the earlier Share Certificates of Rs. 1,000 each, and then, who proceeded to actually sign such Share Certificates were actually Directors of the Company, or just fanciful "interlopers" laying claim to do so pursuant to commmission of acts on their part which are prosecutable crimes under FERA ? iii. Whether the tax demands as raised by the Income Tax Department were at all tenable in law, in view of the Hon'ble Supreme Court already having settled the same and identical issue (i.e. of "deemed dividends") in Hungerford's favour on 09-03-1972 ? Put differently : whether the Income Tax Department had the "jurisdiction" - the authority - the competence to raise tax demands on an issue in law that, to their own knowledge, already stood settled by the Hon'ble Supreme Court in favour of Hungerford in 1972 ? iv. Whether the prescribed procedure relating, inter alia, to service of demands, valuation, auction, etc had faithfully been followed by the TRO as per mandatory prescription enshrined in law, or whether his actions in breach thereof were void, without jurisdiction, and hence, "nullities" in law, void ab initio as if non est ? Or whether they, though wrong, were merely 'voidable' ? P a g e 58 v. Whether the TRO knew and believed - or had fair opportunity to have reason to know and to believe that the so-called "Share Certificates" insisted by him vide his letter dated 24-05-1994 to TMCL to be handed over to him, even though he had been informed by the Company in writing vide its letter dated 24-05-1994 that the original Share Certificates which they purported to have been issued "in lieu of" were not available with the Company, were "forgeries", brought fraudulently into existence in blatant violation of the Companies (Issue of Share Certificate) Rules, 1960, or were the genuine article ? vi. Whether there was any "collusion" between the TRO and the persons laying claim to be Directors of TMCL, as already viewed so - prima facie - by the Division Bench in its order dated 08-10-1996 passed in Appeal No. 953 of 1993 ? 46. That because this consent as recorded before the honourable Supreme Court would have involved leading oral evidence before the single judge, in order to duck the same, the management of the petitioner company contrived with their advocates Khaitan & Co (who were the filing advocates in Civil Appeal No. 2138 of 2000 before the Hon'ble Supreme Court) to pursue APO No. 111 of 1999 before the Division Bench of the High Court instead, which proceedings was an appeal against the order dated 22-12-1998 of the learned single judge, who had modified his other order dated 16- P a g e 59 04-1998 passed in CWP No. 1668 of 1995. This was a patently fraudulent act, as it also mounted to resiling from the consent recorded before this honourable Court on 11-12-2002. The Division Bench of the High Court pass an order dated 24-09-2003 [whose copy is appended hereto, and is marked as Annexure 31 (pages ____ to pages ____)], and thereafter, vide its order dated 29-09-2003 [whose copy is appended hereto, and is marked as Annexure 32 (pages ____ to pages ____)], upheld the challenge raised by the purchasers of the alleged shares sold in auction, by striking down the order dated 22-12-1998 of the learned single judge. This order dated 29-09-2003 had been challenged by the applicant company in SLP before the honourable Supreme Court, but which challenge was dismissed in limini, vide order dated 12-04-2004 [whose copy is appended hereto, and is marked as Annexure 33 (pages ____ to pages ____)]. It was in light of this dismissal dated 12-04-2004 that rather than risk pursuing the learned single judge to execute the order dated 11-12-2002 of the honourable Supreme Court that the aforesaid IA No. 22 of 2006 was filed before the order of Supreme Court, falsely claiming that the phrase "subsequent events" as used by this honourable Court in its order dated 11-12-2002 would, perforce, also include the order dated 29-09-2003 of the Division Bench of the High Court, coupled with the order dated 12-04-2004 of the honourable Supreme Court, and sought the modification of the consent order dated 11-12-2002 passed by the honourable Supreme Court, praying for a direction by this honourable Court of the company petitions to be dismissed. This honourable Court refused to go to the question, and gave liberty to withdraw the IA and filed P a g e 60 before the learned company judge for the High Court. Thereafter, the Ld. Single Judge was pleased to abide by the directions dated 11-122002 and passed his order dated 18-12-2006 [whose copy is appended hereto, and is marked as Annexure 36 (pages ____ to pages ____)], which was unconscionably taken in challenge before the Division Bench which passed its orders dated 06-03-2007 [whose copy is appended hereto, and is marked as Annexure 37 (pages ____ to pages ____)], and 09-03-2007 [whose copy is appended hereto, and is marked as Annexure 38 (pages ____ to pages ____)]. Thereafter, the Ld. Singles Judge, preferring to follow the direction dated 09-03-2007 of the Division Bench in preference to the direction dated 11-12-2002 of the Hon'ble Supreme Court, allowed CA No. 493 of 2006, while dealing with the issue of locus standi as a preliminary issue, and not as a final issue, and that, too, only on the strength of the order dated 29-09-2003 of the Division Bench which itself could not have been passed as the Division Bench was divested of jurisdiction because of the order dated 11-12-2002 of the Hon'ble Supreme Court. Thus, he acted in contempt of the order dated 1112-2002 of the Hon'ble Supreme Court, leading to dismissal of the CP No. 33 of 1988 vide order dated 21-06-2007 [whose copy is appended hereto, and is marked as Annexure 39(pages ____ to pages ____)]. 47. That it is respectfully submitted that this entire chain of events starting from pressing of the appeal APO No. 111 of 1999 for final hearing in 2003 to filing of CA No. 493 of 2006 in 2006 before the learned single judge was acts of fraud on the courts concerned, P a g e 61 including the fact that what eventually transpired was that the issue of locus standi was attempted to be settled by the learned single judge as a preliminary issue, and not as a final issue, even though the consent was that he would settle it only as a final issue, and that, too, only after leading oral evidence. 48. That sadly, these acts of fraud were perpetuated through the medium of advocates who knew of the fraud being played out upon the honourable courts i.e. Khaitan & Company, and Mr. Krishnendu Datta. 49. That it is relevant to submit that just as the applicant company has acted before this honourable Court to take charge to appear for the petitioner company (as its shareholder), it had similarly done so before the honourable High Court of Calcutta, before which it had filed CA No. 360 of 2015, seeking discharge of M/s Khaitan & Co., the solicitors appointed by these individuals in that matter. A copy of this CA is appended hereto, and is marked as Annexure 40 (pages ___ to ___). Upon issuance of notice by the Honourable High Court, the persons claiming alleged right to appear for the petitioner company filed their counter-affidavit dated ___-___-2015 to the aforesaid CA, a copy of which counter-affidavit is appended hereto, and is marked as Annexure 41 (pages ___ to ___). Interestingly, at no point in time in that counter-affidavit (executed on 29-09-2015 i.e. after the date of filing of the present SLP) did they raise the argument that the applicant company does not possess these 12 shares on grounds of lack of statutory declaration made mandatory by the provisions of P a g e 62 Section 187C of the Companies Act (1956), just as it did not do so in their reply to CA No. 106 of 2015 (Annexure 21). The relevant extracts of the counter-affidavit filed in opposition to CA No. 360 0f 2015 are reproduced verbatim below to reveal that this ground was never pressed by the petitioner company in the past : "8…….. (page 20) It is denied and disputed that Hungerford Group held 2295 shares or hold 2295 shares of and in the answering respondent or that 2283 shares were or are registered in the name of Hungerford Investment Trust Limited of and in the answering respondent as alleged or at all. It is denied and disputed that another 12 shares are held by the applicant either by virtue of purported blank signed share transfer forms or otherwise. It is denied and disputed that the applicant has any voting rights or any rights and benefits of and in the answering respondent or that the applicant holds any shares of and in the answering respondent as alleged or at all. 11. ….. (page 26) … Today, however, the applicant holds no shares in the answering respondent. The other 12 shares did not however earlier belong to the applicant and the applicant has mischievously referred to those 12 shares to be the part of the so-called "Hungerford Group" which is also incorrect. 12. …. (page 26) … It is denied and disputed that the applicant is still admittedly holding at least 12 shares of Rs. 1,000 each in the answering respondent as alleged or at all. It is denied and P a g e 63 disputed that there was or is any "Hungerford Group" as alleged or at all. It is denied and disputed that Anthony Haliburton Hume, Leonard W. Balcombe, David M. Jaffray and C. N. Rodewald formed part of "Hungerford Group" as alleged or at all. 13. …..(page 27) … It is denied and disputed that the applicant company and/or "Hungerford Group" possessed 12 shares or held 12 shares of and in the answering respondent as alleged or at all. ……(page 28)…. I say that in any event the said Anthony Haliburton Hume, Leonard W. Balcombe, David M. Jaffray and C. N. Rodewald are dead and the applicant cannot claim any right, title and interest over and in respect of the said 12 shares which were held by Anthony Haliburton Hume, Leonard W. Balcombe, David M. Jaffray and C. N. Rodewald during their lifetime. It is denied and disputed that 12 shares held by Anthony Haliburton Hume, Leonard W . Balcombe, David M. Jaffray and C. N. Rodewald are required to be transmitted in the name of the applicant or that the applicant is the true owner of these 12 shares or that the applicant is entitled to make any claim in respect of those 12 shares either from the date of execution of the purported share transfer forms or otherwise." 50. That it is only last week that to mirror their false stand taken before this honourable Court in the rejoinder affidavit filed before this honourable Court that they have also filed before the honourable High Court of Calcutta a so-called "supplementary" affidavit to CA P a g e 64 No. 360 of 2015 (in which their discharge was similarly prayed for, as is being prayed for before this honourable Court) executed on 1711-2015, in which identical averments as have been made before this honourable Court in rejoinder have been set out, inter alia, in paragraphs 7 and 8, whose relevant extracts are reproduced below, as they shall undoubtedly shock the conscience of this honourable Court, as to how the persons claiming the alleged right to appear for the petitioner company have made it a sweeping practice to lie through their teeth before each and every single Court of this country, and which conduct is directly responsible for the present proceedings lasting as much as 49 years : "7. …….(page 19)…. It is denied and disputed that the applicant held 2283 shares or that the applicant together with the purported nominees have any beneficial interest of and in the respondent No. 1 or that the applicant together with the purported nominee held 51% of the shareholding of the respondent No. 1 as alleged or at all…...(page 21)…. It is denied and disputed that there are still left 1,200 / 12 shares of the applicant of and in the respondent No. 1 as alleged or at all. I say that the said 1200/12 shares belong to the shareholders who were individual and who have expired and the applicant cannot make any claim in respect of the said 1200/12 shares. ……… It is denied and disputed that the applicant have any right today to also prosecute CP No. 274 of 1967 or that 1200/12 shares undoubtedly remained or that the applicant qualifies the requirement of section 399(1) of the 1965 Act, or that the P a g e 65 applicant meets the requirement of being a member who is not less than 1/10th of the total number of its members as alleged or at all. 8. (page 23) I further say that the purported stand of the applicant that he is beneficial owner of 12 purported shares held by four foreign shareholders is disputed and denied. This denial and the submissions below are of course, strictly without prejudice to the contention of the respondent No. 1 that these issues cannot be gone into in the present proceedings and that they stand concluded pursuant to the dismissal of CP No. 33 of 1988. It is stated and submitted that no declaration whatsoever was received by the respondent No. 1 from the four foreign shareholders to the effect that the applicant had any beneficial interest in the shares held by them. It is submitted that under the provisions of Section 187 (c) of the Companies Act, 1956, the shareholder is mandatorily required to give a declaration to the effect that he is holding shares in beneficial interest of a third person, which was never received by the respondent No. 1 from any of the shareholders. It is disputed and denied that the applicant more than qualifies with the requirement of Section 399(1)(a) of the Companies Act as alleged or at all." In evidence thereof, a copy of this supplementary counter-affidavit filed in CA No. 360 of 2015 is appended hereto, and is marked as Annexure 42 (pages ___ to ___). P a g e 66 51. That the panic on the part of the individuals as well as advocates appearing for the petitioner company to now try to cover up this particular aspect of the matter is partly because they know that they were able to manipulate proceedings to obtain dismissal of CP No. 33 of 1988 only on the grounds of (falsely alleged) lack of locus standi of Hungerford as otherwise prescribed by Section 399 of the Companies Act (1956), whereas they did not press a similar ground for dismissal of the appeal APO No. 289 of 1994 flowing from CP No. 274 of 1967, even though both the CPs / appeals were being prosecuted contemporaneously, and therefore, their inconsistency in approach could have been held against them to argue for revival of CP No. 33 of 1988 on grounds of fraud on the court. 52. That though they pressed for settlement of the issue of alleged lack of locus standi as otherwise prescribed by Section 399 of the Companies Act (1956) in APO No. 953 of 1993 flowing from CP No. 33 of 1988, they deliberately did not press the same issue also in Appeal APO No. 289 of 1994 flowing from CP No. 274 of 1967 (in which the order impugned herein has been passed) even though both petitions/appeals were being concurrently adjudicated, because in these proceedings, the amount of unpaid dividends of Rs. 12,16,350 was calculated by the petitioner company itself on the basis of Hungerford's shareholding of 51.00% i.e. 2295 shares, meaning 2283 shares + 12 shares. Therefore, they knew that they if brought up the same argument of lack of locus standi also in Appeal No. 289 of 1994 (flowing from CP No. 274 of 1967), not only would such challenge not survive (inter alia, because of these 12 shares), P a g e 67 but this would also then enable the applicant company to mount a successful challenge to resist their efforts at seeking dismissal of CP No. 33 of 1988 on grounds of locus standi, which dismissal had otherwise been successfully manipulated and orchestrated by them, as the issue of these 12 shares never surfaced or was adjudicated by the Hon'ble High Court of Calcutta in CP No. 33 of 1988. 53. That it is this which is the motive for committing perjury before this honourable Court in relation to these 12 shares i.e. fear of the focused attention of this honourable Court (and the honourable High Court of Calcutta) being brought upon to bear on the fraud played on the High Court (and also, the Supreme Court in CA No. 2138 of 2000) in order to orchestrate dismissal of CP No. 33 of 1988. 54. Interestingly, it is now clear that the pleadings drawn up in all four matters below have been drawn up by the same learned advocate (i.e. Mr. Krishnendu Datta, acting partly under instructions of Khaitan & Co.) : a) IA No. 22 of 2006 filed in CA No. 2138 of 2000 before this Court. b) CA No. 493 of 2006 filed in July 2006 in CP No. 33 of 1988 before the Hon'ble High Court of Calcutta c) The rejoinder affidavit filed before the Hon'ble Supreme Court in SLP No. 23312 of 2015. P a g e 68 d) The supplementary affidavit executed on 17-11-2015 filed in opposition to CA No. 360 of 2015 before the honourable High Court of Calcutta 55. That the relevance of highlighting the name of the concerned advocate (which, admittedly, is not a practice ordinarily resorted to, but is most essential in the present case because of the heinous manner in which multiple courts have been grossly misled by client as well as advocate, acting consciously and deliberately) is because he was the same advocate who drafted the false contents of IA No. 22 of 2006 filed in CA No. 2138 of 2000 before the Hon'ble Supreme Court, leading to passing of the order dated 18-07-2006 by Supreme Court, and who is now, along with his client Vikram Bakshi (exManaging Director of McDonalds North/East), the subject matter of proceedings before the Hon'ble High Court of Delhi, inter alia, that are intended to lead to his criminal prosecution for perjury, for perjury alleged to have been committed by both of them (i.e. also by Advocate Krishnendu Datta) before the Hon'ble High Court of Delhi as well as before the Company Law Board. Mr. Krishnendu Datta has already been issued notice by name by the Hon'ble Delhi High Court in CWP No. 6110 of 2014, and has consciously declined to file any reply on affidavit, thereby, in effect, admitting all the allegations made against him. (The present status of that matter has recently come to the petitioner's attention, and is under active pursuit for early resolution.) These proceedings were initiated because Advocate Krishnendu Datta mischievously drafted a Company Appeal, which was filed by him before the Hon'ble High Court of P a g e 69 Delhi, in which certain false assertions were made by his client which Mr. Krishnendu Datta personally knew to be false and yet included the same, and which assertions were repeated by Mr. Krishnendu Datta in the course of an oral hearing before the Hon'ble High Court of Delhi despite his personally knowing them to be false, and which false oral assertions were captured by the Hon'ble High Court and set out by it in its order dated 24-07-2014 passed in Co. A (SB) No. 35 of 2014. It is on the basis of these false assertions that Mr. Krishnendu Datta was able to obtain an ex parte stay from the Hon'ble Delhi High Court. In evidence of his having (falsely) stated to the Hon'ble Delhi High Court that the impugned order dated 03-062014 was granted on the basis of an oral prayer, a copy of the order dated 24-07-2014 passed by the Hon'ble Delhi High Court in Co. A. (SB) No. 35 of 2014 is appended hereto and is marked as Annexure 43, and in evidence of this statement having been challenged to be a false statement, a copy of the order dated 25-07-2014 passed by the Hon'ble Company Law Board recording the challenge raised by Mr. Deepak Khosla as to the validity and ensuing enforceability of the order of the Hon'ble Delhi High Court passed the day before (being procured through fraud) is appended hereto and is marked as Annexure 44, and in evidence of this statement made to the Hon'ble Delhi High Court on 24-07-2014 having been found by the Hon'ble Company Law Board to be false, a copy of the order dated 08-082014 passed by the Hon'ble Company Law Board is appended hereto and is marked as Annexure 45, in which the Hon'ble Company Law Board has certified that, indeed, a false position had been portrayed by Mr. Krishnendu Datta to the Hon'ble Delhi High Court. P a g e 70 56. That it is most relevant to the present matter highlight that this order dated 08-08-2014 was passed by the Hon'ble Company Law Board after numerous lengthy hearings, in which Mr. Krishnendu Datta was given more than full opportunity by the Hon'ble Company Law Board to explain his personal position, but he miserably failed to do so, leading to the Hon'ble Company Law Board eventually issuing its judicial finding that a false statement had, indeed, been made to the Hon'ble Delhi High Court. 57. That as Mr. Krishnendu Datta was the counsel who had argued before the Hon'ble Company Law Board before passing the order dated 03-06-2014 and also, had himself accepted notice of the written applications backed by affidavits which sought summoning of his clients to depose in person, and as he was the counsel through whose office Co. A. (SB) No. 35 of 2014 had been filed, and since the appeal had been argued by him personally, it is clear that this false rendition of facts given to the Hon'ble Delhi High Court was conscious and deliberate, in order to procure for his client an undue and unfair advantage, no doubt in return for fat fees and other benefits for himself (such as, but not limited to, gaining a reputation as a lawyer "who delivers, whether by hook or by crook"), thus, expanding his future clientele, and also entitling him to charge higher fees because of his (so-called) "successes". ABSENCE OF LOCUS STANDI OF THE SO-CALLED DIRECTORS TO ACT FOR TURNER MORRISON ON OTHER VITAL COUNTS P a g e 71 58. That it is a settled proposition of law that no court can entertain a claim that is founded on breach of law. In other words, what is known as the doctrine of ex dolo malo non oritur actio or ex turpi causa non oritur actio (i.e. "from a dishonourable act, no cause arises" ; or "no right of action can have its origin in fraud"). That is precisely the case here in the case of the individuals who are coming forward to lay claim to a right to act as Directors of the petitioner company, and hence, claiming a right to enter appearance for the company before this honourable Court. 59. That as the applicant company, being a shareholder of the petitioner company, has raised the challenge to the alleged right of such persons to enter appearance on behalf of the petitioner company, it is most respectfully submitted that this honourable Court is, therefore, required to adjudicate the following issue, which has never been adjudicated by any court of law in favour of these individuals, rather, has been adjudicated in favour of the applicant company in terms of judicial findings in orders which has since merged into orders of superior courts, without disturbing the findings : "Is the person who has come forward before this honourable Court to act for the company (i.e. Mr. K. P. Shrivastav) been appointed by Directors who enjoy their position as Directors by virtue of votes cast in favour of their appointment as Directors in the relevant AGM / EGM of the petitioner company by P a g e 72 persons purporting to be Members / Shareholders of the petitioner company in violation of law ?" In other words : are the persons who are claiming to be Members /shareholders of the company resting their claim to be Members /shareholders in violation of law ? (In the above context, a distinction is drawn between "violation of law" and "violation of contract" ; meaning, what is being referred to here is the former, and not the latter, even though the latter also is, in a way, in violation of law. 60. That in order to establish to the satisfaction of this honourable Court that these persons have staked their claim to act for the company in blatant violation of law, it is relevant to state that is the admitted position between the parties that the shareholding of the petitioner company in 1977 was as follows : a) Hungerford, and nominees … 51.00% b) Haridas Mundhra, and nominees … 49.00% … 100.00% TOTAL 61. That the management control of the petitioner company was entrusted by the applicant company to one Ashok Jain by virtue of agreement dated 17-05-1973 (which forms part of Annexure 6). Ashok Jain, in criminal breach of trust, surreptitiously orchestrated an expansion of the capital of the petitioner company as follows : Sl. DATE Existing capital SHAREHOLDERS Increas Increas Allotted to P a g e 73 No. 1. 2. 3. 4. 5. 6. 7. ed by < to 1977 22-02-1977 27-02-1978 04-04-1978 1978 1983 1994 4500 1,500 4,500 1,200 300 7,500 10,000 10,500 ed to - - 3,000 7,500 2,500 500 - 10,000 10,500 10,500 Ashok Jain Ashok Jain Ashok Jain Ashok Jain Ashok Jain Group 25.00% 38.00% 40.00% 55.00% 57.00% 99.86% Hungerford Group 51.00% 38.00% 32.00% 31.00% 23.09% 22.00% 0.11% Note : 1. The 3000 shares shown issued and allotted in 1977-1978 are a rights issue without approval by RBI, with option to renounce, and hence, in violation of FERA. 2. To keep the presentation simple, it has been assumed in (6) that the face value of the shares was Rs. 1,000 each, though in an EGM allegedly held on 30-07-1983, it was decided to split-up the shares to a face value of Rs. 10 each. So, the issuance of 500 shares shown in serial number (6) is actually of issuance of 50,000 shares of Rs. 10 each, and not 500 shares of Rs. 1,000 as shown. 62. That the issuance of 3,000 shares in 1977 (in bold above) was not only in violation of various provisions in the Articles of Association, as well as the provisions of the Companies Act (1956), but in violation of The Foreign Exchange Regulation Act, 1973 (herein, "FERA"). 63. This is because TMCL was a private company, but deemed to be a "public" company w.e.f. 1965 by virtue of the provisions of Section 43-A of the Companies Act (1956). 64. This being so, and as settled by the Honourable Supreme Court of India in the case of Needle Industries (India) Ltd & Ors. vs. Needle Industries Newey (India) Holding Ltd & Ors., reported as 1981 (3) Mundhra Group 49.00% 37.00% 31.00% 29.00% 23.00% 21.00% 0.03% P a g e 74 SCC 333, in a rights issue, its shareholders did not have the right of renunciation, because if it was to be held that they did have a right of renunciation, and since the renunciation can be to "any person", that would be in derogation of Section 3 of the Companies Act, whose contents define what is a "private" company, namely, the prohibition on issuing shares to the public. 65. In other words, by exercising a right of renunciation, what is being breached is not merely the Articles of Association of a company (which, in context of the argument being presented here, would be deemed more a breach of a "provision of contract", rather than breach of a "provision of law"), but a statutory provision i.e. Section 3(iii)(c) of the Companies Act (1956). 66. Moreover, the renunciation could be for consideration, or without consideration. In the event of the former, the exercise of the right of renunciation would also constitute an offence under FERA, if the same was done without prior approval of RBI. (This particular aspect - i.e. of renunciation for consideration - was not considered by the Honourable Supreme Court of India in the case of Needle Industries while holding that the renunciation of a right to acquire shares by a foreign company in a FERA company in a rights issue of the latter was not an offence under FERA, as there was no interest created in the share as yet i.e. At the time of renunciation.) THE CASE OF NEEDLE INDUSTRIES : P a g e 75 67. That the case of Needle Industries has settled the following two propositions : a) For a foreign company holding shares in an Indian company which is subject to the rigours of FERA, to renounce one's rights to shares in a rights issue is not a FERA offence, as the right to accept, declined or renounce subscription to a share does not amount to an "interest" in the security.1 b) The right to renounce one's shares as otherwise ordinarily permitted by Section 81 (1)(c) of the Companies Act 1956 is not available to the shareholders of a company that is a Section 43-A Company, as such right, if exercised, would be in impermissible breach of a fundamental statutory provision contained in Section 3(1)(iii)(c) of the Companies Act (1956) that defines a "private company" and distinguishes it from a "public company" i.e. the prohibition on a "private company" on inviting the public to subscribe for any shares in, or debentures of, the company. 68. That though the Supreme Court held in this judgement that the renunciation of the right to subscribe to shares is not a FERA offence, it was undoubtedly because it did not take into consideration the possibility that has now been accepted by RBI as being a FERA offence i.e. a renunciation for consideration. In The settlement of this particular proposition is subject to the caveat that the issue of renunciation being "for consideration" was a situation not taken into consideration by the Honourable Supreme Court, and had it done so, it undoubtedly would not have arrived at this conclusion. 1 P a g e 76 evidence of this, a copy of a letter bearing Ref. No. EC.CO.FID.(ii)NRIC/52/1953/89/90 dated 12-04-1990 issued by RBI's Central office at Mumbai to its Kolkata Office in the case of Hindustan Motors Ltd is appended hereto, and is marked as Annexure 46 (page ____). This letter has a chequered background insofar as RBI, despite the views of this honourable Court having been delivered in the case of Needles Industries as applicable to a Section 43-A Company (such as the petitioner company, TMCL), filed a false affidavit before the Honourable High Court of Calcutta on 2806-1988, and subsequently, issued a letter to Hindustan Motors Ltd bearing No. CO.FID.(ii)NRIC/1954/1953/89/90 dated 07-11-1989 to opposite effect, setting out that issuance of partly convertible debentures to non-residents on rights basis would entail the nonresident Indian shareholders to approach RBI for prior permission to renounce their right entitlements in favour of other non-resident residents. The officers of RBI Calcutta, realising that their Central Office had painted them into a tight corner by this letter dated 0711-1989 (in context of the false affidavit filed before the Honourable High Court on 28-06-1988 to opposite effect, ignoring the findings of this honourable Court in the case of Needle Industries as applicable to a Section 43-A Company, such as the petitioner company), wrote its letter No. FID(I)CO.400/S.27-89 dated 22-12-1989 to its Central Office, admitting that the two stands taken by RBI were inconsistent i.e. that in the affidavit filed on 28-06-1988, and that set out in the letter dated 07-11-1989. At that time, since Ashok Jain had been coopted as a Director on the Central Board of RBI, to save his skin (and, therefore, the skin of the Officer from Central office at Bombay who P a g e 77 had been specially deputed to Calcutta to execute the false affidavit on 28-06-1988 on behalf of RBI's Calcutta office to help Ashok Jain), then did a partial volte face and issued their subsequent letter dated 12-04-1990 to their Calcutta office in context of Hindustan Motors Ltd, partly diluting their earlier stand (correctly) conveyed to it on 07-11-1989. (For their conduct, the honourable High Court of Calcutta, vide order dated 08-10-1996 passed by the Division Bench, has strongly recommended a CBI enquiry into their actions.) 69. That moreover, the following three documents were not before the Honourable Supreme Court, nor was RBI a party before it, so that the genesis and objectives of the Foreign Exchange Regulation Act, 1973 could have been better explained as well as defended by the statute maker : a) Annexure 47 : "Statement of Case" made out by CLB and forwarded to the Solicitor General of India on 30-07-1978. b) Annexure 48 : Written opinion of the Solicitor General of India delivered on 09-08-1978. c) Annexure 49 : RBI's clarification on FERA dated 11-01-1979. 70. That in light of the foregoing discussion, therefore, the shareholding subscribed to in 1977-78 in terms of shares allegedly renounced by Hungerford Investment Trust Limited are hit not by one but by two statutory breaches : P a g e 78 a) Section 3(iii)(c) of the Companies Act (1956). b) Section 19 of FERA (as opined by Solicitor General of India, and publicly clarified by RBI). 71. That though this honourable Court, in the case of Needle Industries, has held that renunciation of rights to acquire shares in a rights issue by an overseas company in a resident FERA company does not require the prior approval of RBI under Section 19 of FERA, however, its view was expressed in absence of the above three documents, in absence of RBI / Union of India as a party before it, and most important, in absence of appreciation of this particular aspect of the matter i.e. that the renunciation also can be for consideration. Therefore, it is the respectful submission of the applicant company that the judgement of this honourable Court in the case of Needle Industries will have to be read down to mean that whether renunciation is eventually for consideration are not, merely by the fact that it could always be for consideration, means that the resident FERA company is precluded from making a rights offer to an overseas entity without prior permission of RBI under section 19 of FERA. Similarly, having received an offer of rights, in absence of prior permission from RBI under Section 19 of FERA (by declaring to RBI that it is acting on the offer and announcing the same either for consideration, or without consideration, as the case may be), no overseas entity can act to exercise the rights of renunciation. P a g e 79 The ratio behind this argument is similar to a situation, say, where possession of 10.00 grams or more of cocaine is a prosecutable noncompoundable offence under Section 123 of XYZ Act, and when an individual is caught with, say, 600 grams, he claims innocence and/or compounding of the same that he acted merely as an agent of 75 individuals each of whom had asked him to purchase 8.00 grams of cocaine for them, and as the directions to the purchase were for 8.00 grams each, and since this amount is less than the exempt limit of 10.00 grams, hence, he cannot be prosecuted. In other words, when a principal act is intended to be committed knowing that it leads to a downstream act which may be an offence if committed without prior permission of RBI, means that even the principal act cannot be resorted to without prior permission of RBI. 72. That in any case, the offer itself was subject to RBI approval, meaning that no allotment or issuance of shares could have taken place prior to approval of RBI. This approval was never obtained prior to the actual issuance of 3,000 shares. 73. That with this being so, by the principles of ex dolo malo non oritur actio (i.e. from a dishonourable act, no cause arises), means that this honourable court would undoubtedly find itself precluded, inter alia, as a matter of public policy, from recognising their claim to having subscribed to the 3,000 rights completely shares allegedly issued in 1977, as their claim is in breach of Section 3(1)(iii)(c) of the Companies Act (1956) read with Section 19 of FERA. P a g e 80 74. That by this being so, by the principles of cadit opus fondamento sublato (i.e. when the foundation falls, the structure falls), the subsequent alleged share issues also cannot be recognised by this honourable Court, as the decision to issue those shares was predicated entirely on voting rights allegedly accruing in the hands of the Ashok Jain group by virtue of these 3,000 were allegedly acquired in violation of FERA and the Companies Act (1956). 75. That this aspect of this being a FERA offence has already been recognised in as many as 3 judgements of the Honourable Calcutta High Court. Though these judgements now have much into the order dated 26-03-1999 of the Division Bench of the High Court passed in APO No. 953 of 1993 in favour of the applicant company and against the petitioner company, and which order dated 26-03-1999 has merged into the order dated 11-12-2002 of the Hon'ble Supreme Court, even assuming without admitting that the "directions" set out in those judgements have been - for want of a better phrase - not "set aside" but "rendered inoperative", would not mean that the findings of fact also have been rendered inoperative. 76. That it is most respectfully submitted that this argument is based on the following principle : "Every order contains 3 elements : P a g e 81 • the 1st element is the Court’s rendition of the facts and the law as placed before it by the parties before it, • the 2nd element is the Court’s judicial appreciation of the facts and the law so placed before it, and • the 3rd element is the direction contained in its order, the link of logic between the 2nd and the 3rd elements being the ratio decidendi of the order. When such order is challenged before a superior Court, and the directions of the lower court are set aside by such superior court, this does not automatically mean that the 2nd element also has been disturbed by the superior court (i.e. the Court’s judicial appreciation of the facts and the law so placed before it – its findings). If the superior Court does not, in its order, explicitly set aside the judicial findings of the subordinate court, the findings stand, and are binding on all courts thereafter, even if the fact that such judicial findings being allowed to stand may perhaps represent an anachronism of logic, in terms of such order being passed by the superior court despite it not disturbing the findings of the lower court. Put differently : unless the superior court, in explicit terms set out in its order (as the appellate court), also sets aside the findings of fact of the lower court, the findings stand, and cannot be re-agitated by the P a g e 82 parties before the lower court, by proceeding on the assumption that not just the directions but also the findings have (implicitly) been reversed by the superior court." 77. That these 3 orders passed in favour of the proposition being canvassed by the applicant company, and which, on findings of fact which are not been set aside by any court, go against the stand of the petitioner company, are the following : a) Annexure 50 (pages ___ to ___) : 01-08-1988 : Of Single Judge Ms. Monjula Bose passed in CP No. 33 of 1988. b) Annexure 51 (pages ___ to ___) : Order dated 05-07-1989 passed by a Division Bench in APO No. 681-682 of 1988. c) Annexure 52 (pages ___ to ___) : Order dated 08-10-1996 passed by a Division Bench in APO No. 953 of 1993. 78. That therefore, from the above 3 orders, it is clear that there has been categorical findings by the courts below that acquisition of those 3,000 shares in 1977 is a FERA offence, as well as in violation of Section 3(1)(iii)(c) of the Companies Act (1956). 79. That with this being so, it does not lie in the mouth of these individuals who are purporting to be Directors of the company, claiming to have been elected from FERA-offending and Companies Act offending shares, to claim the right to represent the company before this honourable Court. P a g e 83 80. That in fact, in the same three orders, these persons have formally been described by the honourable court - in the words of the court as "interlopers", with no locus standi to represent the Company, and their principal patron and any Company known to be part of the "Sahu Jain Group" was specifically directed by the Division Bench not to have anything to do with the management of the petitioner Company, whether directly or indirectly. 81. That the individuals who are presently claiming to be Directors of principal officers of the company, or were been appearing for it in the recent past, include, but are not limited to, the following, the details having been drawn from the Annual Return of the petitioner company for 2013, filed by it with the Registrar of Companies, a copy of which is appended hereto, and is marked as Annexure 53 (pages 1040 to 1068) , and whose criminal prosecution for perjury is warranted : 1. Mr. AMIT JUDGE Alleged Managing Director and shareholder, Turner Morrison Ltd (allegedly owning 7,16,430 shares) 42 Sunder Nagar NEW DELHI 110 003 2. Ms. RENU JUDGE Alleged Director and shareholder, Turner Morrison Ltd (allegedly owning 5,90,000 shares) Wife of Mr. Amit Judge 42 Sunder Nagar NEW DELHI 110 003 3. Mr. RANJIT CHOPRA Alleged Director, Turner Morrison Ltd W-50 Greater Kailash-I NEW DELHI 110 048 4. Mr. INDERJIT SINGH NARULA Alleged Director, Turner Morrison Ltd A-3/104-C Western Avenue P a g e 84 Maharani Bagh NEW DELHI 110 065 5. Mr. RANJIT CHOWDHRY Alleged Director, Turner Morrison Ltd LCG 07 GFA The Laburnum Sector 28 Sushant Lok-I GURGAON 122 002 HARYANA 6. Mr. JAYANT RAJ KOCHAR Alleged Director, Turner Morrison Ltd 1 Paschmi Marg Vasant Vihar NEW DELHI 110 057 82. 7. MR. KRISHAN KUMAR BIYANI 11-C, Block-B 302 APC Road KOLKATA 700 009 8. Mr. K. P. SHRIVASTAV That in addition, the prosecution is warranted of the following advocates : a) Khaitan & Co - all its partners, and the advocates appearing in this matter. b) Mr. Krishnendu Datta 83. That in further fact, vide order dated 05-07-1989 passed by a Division Bench of the Honourable High Court of Calcutta while adjudicating appeal APO No. 681 of 1988 (Annexure 51), Ashok Jain was specifically injuncted by the honourable Court from having anything to do with the affairs of the petitioner company, whether quote -"directly or indirectly" - unquote. P a g e 85 84. That with this being the case, since the persons presently claiming to be alleged Directors of the petitioner company are "downstream products" of his own contemptuous acts, with the present Managing Director being Ashok Jain's son-in-law voted into his position on the basis of voting rights exercised on shares owned and/or controlled by Ashok Jain, even on grounds of the legal impermissibility of allowing a contemner to enjoy the fruits of his (or other's) contempt, these individuals cannot be allowed by this honourable Court to act for or represent the petitioner company before any judicial or statutory authority, or before any other person. 85. Therefore, someone else will - perforce - have to represent the company before this honourable Court. It is also in this context that the applicant company is stepping forward to represent the petitioner company, as its shareholder. NO PRIOR SERVICE : 86. That no service of the present application is being effected on any party, as they cannot even be heard before they are committed to criminal trial, a proposition settled by the Hon'ble Supreme Court in Pritish v. State of Maharashtra [AIR 2002 SC 236], read with Godrej & Boyce Manufacturing Co (P) Ltd v. Union of India (1992 Cri LJ 3752), read with Madan Lal Sharma vs. Punjab & Haryana High Court (2000 CriLJ 1512), and read with Devinder Mohan Zakhmi v. Amritsar Improvement Trust [2002 CriLJ P a g e 86 485(4487)(P&H)]. These judgements led to a change in the Rules of the Hon'ble Delhi High Court for proceedings under Section 340 of the CrPC, pursuant to order dated 12-05-2010 passed in CWP No. 13858 of 2009 titled “R. P. Khosla & Anr. Vs. UOI”, leading to publication of the amended Rule notified vide Notification No. Rules/127/DHC, published in the Official Gazette vide Notification dated 14-03-2011. Thus, as per law settled in the numerous judgements cited above, they have no right to be heard by this Hon'ble Court, or to produce any documents or arguments in their defence at this stage of the proceedings. 87. That the application is bona fide, and in the interests of justice. 88. Under the aforesaid facts and circumstances, your Petitioner most humbly prayed that Your Lordships may be graciously pleased to pass the orders as follows : a) Initiate proceedings under Sections 191, 192, 193, 199, 200, 202, 209, and 120-B of the IPC and other provisions of law, and more particularly, may be pleased to initiate as under: (i) If an enquiry is considered appropriate by this Hon'ble Court, to record a finding to the effect that it is expedient in the interests of P a g e 87 justice that an enquiry should be made into an offence(s) referred to in clause (b) of sub-section (1) of Section 195 of the CrPC which appears to have been committed by the following Prospective Accused set out at paras 81-82 above, and such other deemed person(s) guilty by this Hon’ble Court who abetted these perjurious act(s) / action(s) in, or in relation to, the present proceedings before this Hon'ble Court, in respect of false statements made therein, and for suppression of vital and material facts from the same ; (ii) to appoint an Officer of this Hon’ble Court and to direct him to make a complaint thereof in writing into the offences under Sections 191, 192, 193, 199, 200, 202, 209, and 120-B of the IPC, and to sign the said complaint ; and (iii) to send, or direct such Officer to send, this complaint to the concerned P a g e 88 Metropolitan Magistrate having jurisdiction ; and (iv) take sufficient security for the appearance of the Prospective Accused before such Magistrate, or if the alleged offence(s) non-bailable Hon’ble is/are and Court this thinks it necessary to do so, send the Prospective Accused in custody to such Magistrate ; and (v) bind over any person(s) to appear and give evidence before such Magistrate ; and (vi) to take such other actions as this Hon’ble Court may deem fit and proper in view of the abovementioned facts and circumstances of the present matter so as to be in the interests of justice as well as in the interests of the petitioner. b) Refer the matter for criminal contempt of court to the Hon'ble Calcutta High Court’s Division Bench in exercise of this Hon'ble Court’s powers under Section 15(2) of the Contempt of Courts Act. P a g e 89 c) Make, in exercise of its powers under Section 342 of the CrPC, such order to the effect that the applicant be provided with a sum of Rs. 2,50,000, this amount being the legal costs and expenses incurred by the applicant in preparing and moving the present application, and the costs incurred / to be incurred in attending the proceedings before this Hon’ble Court, etc, whether this amount be paid by the State and/or by the Prospective Accused ; d) Pass ex parte orders on the above prayers. e) Pass such further or other order(s) or directions(s) as this Hon'ble Court may deem fit in the facts and circumstances of the case. AND FOR THIS ACT OF KINDNESS, THE APPLICANT SHALL, FOREVER DUTY BOUND, HUMBLY PRAY. Through : ………………………………….. RAJ KUMAR GUPTA ADVOCATE FOR THE APPLICANTS Suite 408, 4th Floor Center Point Building 21 Hemant Basu Sarani Kolkata -700 001 Tel : 091 634 54656 P a g e 90 AFFIDAVIT I, Nirmaljit Singh Hoon, son of Late Mr. Harcharan Singh Hoon, aged 93 years, ordinarily resident of 10/3 NRI Complex, Greater Kailash-IV, Mandakini Enclave, New Delhi 110 019, and at times resident also at 1-B Judges Court Road, Kolkata 700 027, profession business, do hereby solemnly affirm and state as under : 1. That I am the applicant of the instant case, and well conversant with the facts and circumstances of the case, and am competent to affirm this affidavit. 2. That the statements made in paragraphs 1 to ____ of the accompanying application drafted by my counsel under my instructions are partly true to my knowledge and belief, and those made in paragraphs 1-___ of partly based also on information and material on record, and the rest are my humble submissions before the Hon’ble court. Sworn by the said Nirmal Jit Singh Hoon in the Court House at New Delhi this ____ day of December 2015. Before me. COMMISSIONER P a g e 91 INDEX Sl. No. PARTICULARS Page No. 1. Application on behalf of the respondent, as above, with affidavit. 1 -86 2. Index of Annexures. 87 - 101 3. Annexure 1 : Legal Notice dated 10-11-2015 to the 6 individuals purporting to be Directors of Turner Morrison Ltd. 102 - 114 4. Annexure 2 : Copy of envelope of Legal Notice sent to Mr. Ranjit Chopra. 115 - 116 5. Annexure 3 : Email dated 20-11-2015 sent to Mr. Ranjit Chopra and others, placing on record his deliberate refusal to accept delivery of the Legal Notice. 117 - 136 6. Annexure 4 : Adjudication Order passed by Assistant Commissioner of Income Tax (Appeals) for the 3 Assessment Years of 1949-52, on Appeal Nos. 145, 146 & 148-1/C-IV/54-55. 137 - 160 7. Annexure 5 : Letter dated 10-08-1956 issued by the Government of India (Ministry of Finance) bearing reference No. 41(06)01/56. 161 - 163 8. Annexure 6 (colly.) : Letter dated 30-05-1973 from Sahu Jain Ltd to RBI, with Agreement dated 17-05-1973 annexed thereto. 164 - 173 9. Annexure 7 : Application dated 15-05-1974 filed by Hungerford Investment Trust Ltd with RBI u/s 29(4)(a) of FERA. 174 - 185 10. Annexure 8 : RBI's letter No. EC.CO.FID(ii)/41/163-CA-83/83 dated 26-031983 granting its approval under Section 29(4) of FERA. 186 11. Annexure 9 : Supreme Court judgement cited as 1973 (1) SCC 857 delivered on 09-03-1972. 187 - 202 12. Annexure 10 : Supreme Court judgement cited as 1973 (1) SCC 684 delivered on 09-03-1972. 203 - 220 13. Annexure 11 : Supreme Court judgement cited as Nirmaljit Singh Hoon vs. The State of West Bengal and others, reported as AIR 1972 SC 2639 delivered 219 - 239 P a g e 92 on 24-05-1972. 14. Annexure 12 : Letter dated 08-10-1973 written by Sahu Jain Ltd to RBI, clarifying, inter alia, the ownership of the 12 shares held by nominees of Hungerford. 240 - 254 15. Annexure 13 : Application dated 19-06-1974 filed by Turner Morrison Ltd with RBI u/s 29(2)(a) of FERA. 255 - 293 16. Annexure 14 : Letter dated 13-05-1977 written by RBI to Turner Morrison Ltd. 294 - 300 17. Annexure 15 : Letter dated 19-05-1977 written by Turner Morrison Ltd to RBI, clarifying, inter alia, the ownership of the 12 shares held by nominees of Hungerford. 301 - 309 18. Annexure 16 : Letter dated 24-02-1975 from Turner Morrison Ltd to British India Corporation Ltd - regarding compliance with Sec. 187C(i) of the Companies Act (1956). 310 19. Annexure 17 : Letter dated 24-02-1975 from Turner Morrison Ltd to Haridas Mundhra regarding compliance with Sec. 187C(i) of the Companies Act (1956). 311 20. Annexure 18 : Letter cum Return dated 16-041975 filed by Turner Morrison Ltd with Registrar of Companies - reporting compliance with Sec. 187C(iv) of the Companies Act (1956). 312 21. Annexure 19 : Rejoinder affidavit executed in SLP No. 23312 of 2015. 313 - 372 22. Annexure 20 : CA No. 106 of 2015 filed by Hungerford Investment Trust Ltd before the Hon'ble High Court of Calcutta in CP No. 33 of 1988. 373 - 414 23. Annexure 21 : Counter-affidavit to CA No. 106 of 2015 filed by Turner Morrison Ltd before the Hon'ble High Court of Calcutta in CP No. 33 of 1988. 415 - 443 24. Annexure 22 : CA No. 109 of 2015 filed by Hungerford Investment Trust Ltd before the Hon'ble High Court of Calcutta in CP No. 33 of 1988. 444 - 497 25. Annexure 23 : Counter-affidavit to CA No. 109 of 2015 filed by Turner Morrison Ltd before the Hon'ble High Court of Calcutta in CP No. 33 of 1988. 498 - 530 P a g e 93 26. Annexure 24 : IA No. 22 of 2006 filed by Turner Morrison Ltd before the Hon'ble Supreme Court in CA No. 2138 of 2000. 531 - 558 27. Annexure 25 : Order dated 14-11-1994 passed by the Commissioner of Income Tax (Appeals). 559 - 565 28. Annexure 26 : Order dated 16-04-1998 passed by the Referee Judge in APO NO. 953 of 1993. 566 - 574 29. Annexure 27 : Order dated 23-07-1998 passed in CWP No. 1668 of 1995. 575 - 579 30. Annexure 28 : Order dated 22-12-1998 passed in CWP No. 1668 of 1995. 580 - 594 31. Annexure 29 : Order dated 26-03-1999 passed by the Division Bench in APO NO. 953 of 1993. 595 - 603 32. Annexure 30 : Order dated 11-12-2002 passed by the Supreme court in CA No. 2138 of 2000. 604 - 607 33. Annexure 31 : Order dated 24-09-2003 passed by the Division Bench in APO No. 111 of 1999. 608 34. Annexure 32 : Order dated 29-09-2003 passed by the Division Bench in APO No. 111 of 1999. 609 - 617 35. Annexure 33 : Order dated 12-04-2004 passed by the Supreme Court in SLP No. ________ of 2004. 618 - 620 36. Annexure 34 : Order dated 18-07-2006 passed by the Supreme Court in CA No. 2138 of 2000. 621 - 623 37. Annexure 35 : CA No. 493 of 2006 filed by Turner Morrison Ltd before the Hon'ble High Court of Calcutta in CP No. 33 of 1988. 624 - 658 38. Annexure 36 : Order dated 18-12-2006 passed by Ld. Single Judge in CP No. 33 of 1988. 659 - 660 39. Annexure 37 : Order dated 06-03-2007 passed by Ld. Single Judge in CP No. 33 of 1988. 661 - 662 40. Annexure 38 : Order dated 09-03-2007 passed by Ld. Single Judge in CP No. 33 of 1988. 663 - 664 41. Annexure 39 : Order dated 21-06-2007 passed by Ld. Single Judge in CP No. 33 of 1988. 665 - 674 42. Annexure 40 : CA No. 360 of 2015 filed by Hungerford Investment Trust Ltd before the Hon'ble High Court of Calcutta in CP No. 33 of 1988. 675 - 766 43. Annexure 41 : Counter-affidavit to CA No. 360 of 2015 filed by Turner Morrison Ltd before the Hon'ble High Court of Calcutta in CP No. 33 of 1988. 767 - 806 P a g e 94 44. Annexure 42 : Supplementary Counter-affidavit to CA No. 360 of 2015 filed by Turner Morrison Ltd before the Hon'ble High Court of Calcutta in CP No. 33 of 1988. 807 - 831 45. Annexure 43 : Order dated 24-07-2014 passed by the Hon'ble High Court of Delhi in Co. A. (SB) No. 35 of 2014. 832 - 833 46. Annexure 44 : Order dated 25-07-2014 passed by the Hon'ble Company Law Board in CP No. 114 of 2007. 834 - 837 47. Annexure 45 : Order dated 08-08-2014 passed by the Hon'ble Company Law Board in CP No. 114 of 2007. 838 - 840 48. Annexure 46 : Letter No. EC. CO. FID. (ii) NRIC / 52 / 1953 / 89 / 90 dated 12-04-1990 841 49. Annexure 47 : "Statement of Case" referred by CLB to Ld. Solicitor General of India on 30-071978. 842 - 851 50. Annexure 48 : Written opinion dated 09-08-1978 of Ld. Solicitor General of India. 852 - 869 51. Annexure 49 : RBI's clarification dated 11-011979. 870 - 875 52. Annexure 50 : Order dated 01-08-1988 passed by the Hon'ble High Court of Calcutta in CP No. 33 of 1988. 876 - 936 53. Annexure 51 : Order dated 05-07-1989 passed by the Division Bench of the Hon'ble High Court of Calcutta in APO Nos. 681-682 of 1988. 937 - 959 54. Annexure 52 : Order dated 08-10-1996 passed by the Division Bench of the Hon'ble High Court of Calcutta in APO Nos. 953 of 1993. 960 - 1039 55. Annexure 53 : Annual Return of Turner Morrison 1040 - 1068 Ltd for 2013. P a g e 95 INDEX - Vol. II Sl. No. PARTICULARS Page No. 1. Annexure 13 : Application dated 19-06-1974 filed by Turner Morrison Ltd with RBI u/s 29(2)(a) of FERA. 252 - 293 2. Annexure 14 : Letter dated 13-05-1977 written by RBI to Turner Morrison Ltd. 294 - 300 3. Annexure 15 : Letter dated 19-05-1977 written by Turner Morrison Ltd to RBI, clarifying, inter alia, the ownership of the 12 shares held by nominees of Hungerford. 301 - 309 4. Annexure 16 : Letter dated 24-02-1975 from Turner Morrison Ltd to British India Corporation Ltd - regarding compliance with Sec. 187C(i) of the Companies Act (1956). 310 5. Annexure 17 : Letter dated 24-02-1975 from Turner Morrison Ltd to Haridas Mundhra regarding compliance with Sec. 187C(i) of the Companies Act (1956). 311 6. Annexure 18 : Letter cum Return dated 16-041975 filed by Turner Morrison Ltd with Registrar of Companies - reporting compliance with Sec. 187C(iv) of the Companies Act (1956). 312 7. Annexure 19 : Rejoinder affidavit executed in SLP No. 23312 of 2015. 313 - 372 8. Annexure 20 : CA No. 106 of 2015 filed by Hungerford Investment Trust Ltd before the Hon'ble High Court of Calcutta in CP No. 33 of 1988. 373 - 414 9. Annexure 21 : Counter-affidavit to CA No. 106 of 2015 filed by Turner Morrison Ltd before the Hon'ble High Court of Calcutta in CP No. 33 of 1988. 415 - 443 10. Annexure 22 : CA No. 109 of 2015 filed by Hungerford Investment Trust Ltd before the Hon'ble High Court of Calcutta in CP No. 33 of 1988. 444 - 497 11. Annexure 23 : Counter-affidavit to CA No. 109 of 2015 filed by Turner Morrison Ltd before the Hon'ble High Court of Calcutta in CP No. 33 of 1988. 498 - 530 P a g e 96 INDEX - Vol. III 1. Annexure 24 : IA No. 22 of 2006 filed by Turner Morrison Ltd before the Hon'ble Supreme Court in CA No. 2138 of 2000. 531 - 558 2. Annexure 25 : Order dated 14-11-1994 passed by the Commissioner of Income Tax (Appeals). 559 - 565 3. Annexure 26 : Order dated 16-04-1998 passed by the Referee Judge in APO NO. 953 of 1993. 566 - 574 4. Annexure 27 : Order dated 23-07-1998 passed in CWP No. 1668 of 1995. 575 - 579 5. Annexure 28 : Order dated 22-12-1998 passed in CWP No. 1668 of 1995. 580 - 594 6. Annexure 29 : Order dated 26-03-1999 passed by the Division Bench in APO NO. 953 of 1993. 595 - 603 7. Annexure 30 : Order dated 11-12-2002 passed by the Supreme court in CA No. 2138 of 2000. 604 - 607 8. Annexure 31 : Order dated 24-09-2003 passed by the Division Bench in APO No. 111 of 1999. 608 9. Annexure 32 : Order dated 29-09-2003 passed by the Division Bench in APO No. 111 of 1999. 609 - 617 10. Annexure 33 : Order dated 12-04-2004 passed by the Supreme Court in SLP No. ________ of 2004. 618 - 620 11. Annexure 34 : Order dated 18-07-2006 passed by the Supreme Court in CA No. 2138 of 2000. 621 - 623 12. Annexure 35 : CA No. 493 of 2006 filed by Turner Morrison Ltd before the Hon'ble High Court of Calcutta in CP No. 33 of 1988. 624 - 658 13. Annexure 36 : Order dated 18-12-2006 passed by Ld. Single Judge in CP No. 33 of 1988. 659 - 660 14. Annexure 37 : Order dated 06-03-2007 passed by Ld. Single Judge in CP No. 33 of 1988. 661 - 662 15. Annexure 38 : Order dated 09-03-2007 passed by Ld. Single Judge in CP No. 33 of 1988. 663 - 664 16. Annexure 39 : Order dated 21-06-2007 passed by Ld. Single Judge in CP No. 33 of 1988. 665 - 674 17. Annexure 40 : CA No. 360 of 2015 filed by Hungerford Investment Trust Ltd before the Hon'ble High Court of Calcutta in CP No. 33 of 1988. 675 - 766 P a g e 97 INDEX - Vol. IV 1. Annexure 41 : Counter-affidavit to CA No. 360 of 2015 filed by Turner Morrison Ltd before the Hon'ble High Court of Calcutta in CP No. 33 of 1988. 767 - 806 2. Annexure 42 : Supplementary Counter-affidavit to CA No. 360 of 2015 filed by Turner Morrison Ltd before the Hon'ble High Court of Calcutta in CP No. 33 of 1988. 807 - 831 3. Annexure 43 : Order dated 24-07-2014 passed by the Hon'ble High Court of Delhi in Co. A. (SB) No. 35 of 2014. 832 - 833 4. Annexure 44 : Order dated 25-07-2014 passed by the Hon'ble Company Law Board in CP No. 114 of 2007. 834 - 837 5. Annexure 45 : Order dated 08-08-2014 passed by the Hon'ble Company Law Board in CP No. 114 of 2007. 838 - 840 6. Annexure 46 : Letter No. EC. CO. FID. (ii) NRIC / 52 / 1953 / 89 / 90 dated 12-04-1990 841 7. Annexure 47 : "Statement of Case" referred by CLB to Ld. Solicitor General of India on 30-071978. 842 - 851 8. Annexure 48 : Written opinion dated 09-08-1978 of Ld. Solicitor General of India. 852 - 869 9. Annexure 49 : RBI's clarification dated 11-011979. 870 - 875 10. Annexure 50 : Order dated 01-08-1988 passed by the Hon'ble High Court of Calcutta in CP No. 33 of 1988. 876 - 936 11. Annexure 51 : Order dated 05-07-1989 passed by the Division Bench of the Hon'ble High Court of Calcutta in APO Nos. 681-682 of 1988. 937 - 959 12. Annexure 52 : Order dated 08-10-1996 passed by the Division Bench of the Hon'ble High Court of Calcutta in APO Nos. 953 of 1993. 960 - 1039 13. Annexure 53 : Annual Return of Turner Morrison 1040 - 1068 Ltd for 2013. P a g e 98 Company Application No. ___________of 2015 Connected with CA No. _____ of 2007 And connected with CA No. 139 of 2013 And connected with CA No. 491 of 2012 IN Company Petition No. 33 of 1988 IN THE HIGH COURT OF CALCUTTA Original (Company) Jurisdiction In the matter of : Hungerford Investment Trust Limited ……………………………………………………………Petitioner Versus Turner Morrison & Company Ltd ………………………………………………………Respondents And Hungerford Investment Trust Limited ..…………………………………………………………Applicant APPLICATION FOR PERJURY AND CRIMINAL CONTEMPT Vols. I - IV (Vol. I) RAJ KUMAR GUPTA ADVOCATE FOR THE APPLICANTS Suite 408, 4th Floor Center Point Building 21 Hemant Basu Sarani Kolkata -700 001 Tel : 091 634 54656 P a g e 99 Company Application No. ___________of 2015 Connected with CA No. _____ of 2007 And connected with CA No. 139 of 2013 And connected with CA No. 491 of 2012 IN Company Petition No. 33 of 1988 IN THE HIGH COURT OF CALCUTTA Original (Company) Jurisdiction In the matter of : Hungerford Investment Trust Limited ……………………………………………………………Petitioner Versus Turner Morrison & Company Ltd ………………………………………………………Respondents And Hungerford Investment Trust Limited ..…………………………………………………………Applicant APPLICATION FOR PERJURY AND CRIMINAL CONTEMPT Vols. I - IV (Vol. II) RAJ KUMAR GUPTA ADVOCATE FOR THE APPLICANTS Suite 408, 4th Floor Center Point Building 21 Hemant Basu Sarani Kolkata -700 001 Tel : 091 634 54656 P a g e 100 Company Application No. ___________of 2015 Connected with CA No. _____ of 2007 And connected with CA No. 139 of 2013 And connected with CA No. 491 of 2012 IN Company Petition No. 33 of 1988 IN THE HIGH COURT OF CALCUTTA Original (Company) Jurisdiction In the matter of : Hungerford Investment Trust Limited ……………………………………………………………Petitioner Versus Turner Morrison & Company Ltd ………………………………………………………Respondents And Hungerford Investment Trust Limited ..…………………………………………………………Applicant APPLICATION FOR PERJURY AND CRIMINAL CONTEMPT Vols. I - IV (Vol. II) RAJ KUMAR GUPTA ADVOCATE FOR THE APPLICANTS Suite 408, 4th Floor Center Point Building 21 Hemant Basu Sarani Kolkata -700 001 Tel : 091 634 54656 P a g e 101 Company Application No. ___________of 2015 Connected with CA No. _____ of 2007 And connected with CA No. 139 of 2013 And connected with CA No. 491 of 2012 IN Company Petition No. 33 of 1988 IN THE HIGH COURT OF CALCUTTA Original (Company) Jurisdiction In the matter of : Hungerford Investment Trust Limited ……………………………………………………………Petitioner Versus Turner Morrison & Company Ltd ………………………………………………………Respondents And Hungerford Investment Trust Limited ..…………………………………………………………Applicant APPLICATION FOR PERJURY AND CRIMINAL CONTEMPT Vols. I - IV (Vol. III) RAJ KUMAR GUPTA ADVOCATE FOR THE APPLICANTS Suite 408, 4th Floor Center Point Building 21 Hemant Basu Sarani Kolkata -700 001 Tel : 091 634 54656 P a g e 102 Company Application No. ___________of 2015 Connected with CA No. _____ of 2007 And connected with CA No. 139 of 2013 And connected with CA No. 491 of 2012 IN Company Petition No. 33 of 1988 IN THE HIGH COURT OF CALCUTTA Original (Company) Jurisdiction In the matter of : Hungerford Investment Trust Limited ……………………………………………………………Petitioner Versus Turner Morrison & Company Ltd ………………………………………………………Respondents And Hungerford Investment Trust Limited ..…………………………………………………………Applicant APPLICATION FOR PERJURY AND CRIMINAL CONTEMPT Vols. I - IV (Vol. III) RAJ KUMAR GUPTA ADVOCATE FOR THE APPLICANTS Suite 408, 4th Floor Center Point Building 21 Hemant Basu Sarani Kolkata -700 001 Tel : 091 634 54656 P a g e 103 Company Application No. ___________of 2015 Connected with CA No. _____ of 2007 And connected with CA No. 139 of 2013 And connected with CA No. 491 of 2012 IN Company Petition No. 33 of 1988 IN THE HIGH COURT OF CALCUTTA Original (Company) Jurisdiction In the matter of : Hungerford Investment Trust Limited ……………………………………………………………Petitioner Versus Turner Morrison & Company Ltd ………………………………………………………Respondents And Hungerford Investment Trust Limited ..…………………………………………………………Applicant APPLICATION FOR PERJURY AND CRIMINAL CONTEMPT Vols. I - IV (Vol. IV) RAJ KUMAR GUPTA ADVOCATE FOR THE APPLICANTS Suite 408, 4th Floor Center Point Building 21 Hemant Basu Sarani Kolkata -700 001 Tel : 091 634 54656 P a g e 104 Company Application No. ___________of 2015 Connected with CA No. _____ of 2007 And connected with CA No. 139 of 2013 And connected with CA No. 491 of 2012 IN Company Petition No. 33 of 1988 IN THE HIGH COURT OF CALCUTTA Original (Company) Jurisdiction In the matter of : Hungerford Investment Trust Limited ……………………………………………………………Petitioner Versus Turner Morrison & Company Ltd ………………………………………………………Respondents And Hungerford Investment Trust Limited ..…………………………………………………………Applicant APPLICATION FOR PERJURY AND CRIMINAL CONTEMPT Vols. I - IV (Vol. IV) RAJ KUMAR GUPTA ADVOCATE FOR THE APPLICANTS Suite 408, 4th Floor Center Point Building 21 Hemant Basu Sarani Kolkata -700 001 Tel : 091 634 54656