RAYMOND SYNTHETICS LTD. AND ORS. v. UNION OF INDIA AND ORS.

"If the conditions aforesaid have not been complied with on the expiry of one hundred and twenty days after the first issue of the prospectus, all moneys received from applicants for shares"shall be forthwith repaid to them without interest; and if H

518 SUPREME COURT REPORTS [1992) 1 S.C.R.

A any such money is not so repaid. within one hundred and thirty days after the issue of the prospectus, the directors of the company shall be jointly and severally liable to repay'\that money with interest at the rate of six per cent per annum from the expiry of the one hundred and thirtieth day: ·Provided that a director shall not be so liable if he proves that the default in the repayment of the money was not due to any ,/

misconduct or negligence on his part". One thing that is striking as far as the sub-section is concerned is, the repayment without interest before the expiry of 150 days after the first issue of the prospectus and the repayment with interest within 130 days after the issue of the prospectus or specific in their terms unlike Section

73. It cannot be gain said that the prospectus of the company is an impor- tant document provided for under the statute.

Sectiot> 2(36) defines "prospectus" as follows:-

D "prospectus" means any document described or issued as a prospectus and includes any notice, circular, advertisement or other document inviting deposits from the public or inviting offers from the public for the subscription or purchases of any shares in, or debentures of, a body corporate''. Section 60 deals with registration of prospectus. Under sub-section - E (3) it is provided that the Registrar shall not register a prospectus unless the requirements of sections 55, 56, 57 and 58 and sub-sections (I) and (2) have been complied with. Section 62 deals with civil liability for misstate- ments in prospectus, while section 63 deals w.ith criminal liability for misstatement in prospectus. In the background of the legal provisions section 73 will have to be analysed with regard to the liability to pay interest.

The date of allotment, according to Mr. Andhyarujina and Mr. Cooper is the relevant date. Therefore, according to the learned counsel, the cru- cial issue is the allotment. It is also submitted that when permission is granted, it is only a categorisation. It.has already been seen that' under section 69(5 ), specific dates have been mentioned as I 20 and 130 respec- tively. Sub-section 2(A) of Section 73 does not mention any specific day. It also requires to be noticed under sub-section l{A) of this very section "I 0 weeks from the date of closing of the subscription lists" is mentioped. Both under sub-section (2) and 2(AL no such time has been prescribed. H Prior to 1988, sub-section (I) contemplated two situations - (i) application to stock exchange being made aftM issl1e within 10 days of issue or (ii)

RAYMOND SYNTHETICS '" \J.0.1. [MOHAN, l.] 519

application made before the issue and I 0 weeks for stock exchange to A grant the application. Of course, if the application is not granted within I0 weeks, there will be deemed rejection under sub-section (5). But, unfortu- nately, after the admendment of sub-section (I) and l(A), sub-section (2) has not been amended with reference to these amended provisions. As the law stands at present, the que~tion of issue of prospectus without an application to stock exchange cannot arise at all. B

As careful re~ding of sub-section 2(A) will clearly disclose that the said section comes into operation only where pennission has been granted by the recognised stock exchange or exchanges. These words "where per- mission has been granted" are of great significance. Therefore, the con- tention that on the date of allotment the liability to pay interest arises may not be correct. Nor again, it would be correct to contend that the mechan- ics of refund liability to pay arises on the date of allotment since there is a failure of consideration in respect of shares not allotted.

On allotment, the money may become due. Thereafter the money is held in a fiduciary capacity. But the more important question is does it become payable? We will, now, refer to Black's Legal !Jictinna1)• as to the meaning of the word "due" and "payable" (5th Ed. 448) are as under:- 11 Due" - Just; proper; regular; lawful; sufficient; reasonable, as in the phrases "due care", "due process of owing; payable; justly owed. That which one contracts to pay or perform to another; that which law or justice requires to be paid or done. Owed, or owing, as distinguished from payable. A debt is often said to be due from a person where he is the party owing it, or primarily bound to pay, whether the time for payment has or has not primarily bound to pay, whether the time for payment has or has not arrived. The same thing is true of the phrase "due and owing". Payable. A bill or note is com- monly said to be due when the time for payment of it has arrived. The word "due" always imports a fixed and settled obligaiion or liabiliiy, but with reference to the time for its payment there is considerable ambiguity in the use of the term, the precise signification being detennined in each case from the context. It may mean that the debt or claim in question is now (presently or immediately) matured and enforceable, or that it 1natur~d at so111e titne in the past and yefre1nains unsrit- isfied, or that· it is fixed and certain but the day appointed for its payinent has not yet arrived. But co1111nonly. and _in the absence of any qualifying expressions. the word "due" is re- H

520 SUPREME COURT REPORTS [1992J I S.C.R.

A siricted to the first of these meanings, the second being ex- pressed by the term "overdue" and the third by the word "pay- able". "Payable" -Capable of being paid; suitable to be paid; admit- ting or demanding payment; justly due legally enforceable. A sum of money is said to be payable when a person is under an B ·obligation to pay it. Payable may therefore signify an obliga- tion to pay at a future time, but, when used without qualifica- tion, term normally means that the debt is payable at once; as

• opposed to "owing". As a matter of fact, these words assumed great significance under c section. 60 of T·ansfer of Property Act. The section was amended by Act 20 of 1929. The word "due" in the section has been substituted for the word "payable" in order to make it clear that a mortgagor cannot redeem within the term of the mortgage". "When the right of redemption arises - the right of redemption arises when the principal money secured by the mortgage has become due and may be exercised at any time thereafter, subject of course to the law of limitation. In English law, the mortgagor cannot redeem before the time fixed for payment. Nevertheless there were a considerable number of Indian cases in which it was held that the time fixed in the deed was fixed for the convenience of the. mortgagor and that he could redeem before that time unless there was an express stipulation to the coetrary. These cases are bad law, for the view taken in other cases that the mortgagor canno.t redeem before the time fixed for payment is confirmed by the decision of the Judicial Committee in Bhaktawar Begam v. Husaini Klwnam, (1914] 36 All. 195. 41 I.A. 84, 23 J.C. 355 followed in Bir Mohammad v. Nagoor, (1914] 27 Mad. L.J. 483, 25 I.C. 576 which treats Rose A11111w/ v. Rajarathnam, (1900] 23 Mad. 23 as overruled".

F In 1976 (46) Company Cases 25 in Baroda Board & Paper Mills ltd. v. Income-Tax qfjicer. Circle I. Warde-E. Ahmedahad and others. it is held as under:- .,.

"Mr. A.L. Shah who appears for the liquidator in 0.J. Appeal No. 2 of 1975 has urged before us that the legislature has used in the context of the prior"y of debts two distinct sets of words "debt due" and "due and payable" and proper meaning should be given to these sets of words, namely, "debt due" and "due and payable" and distinction must be made when the legisla-. ture has used two different tenninologies, namely, "due" in the beginning of the clause and "due and payable" at the end of the clause. He also wants us to dissect the phrase "due and

RAYMOND SYNTHETICS v. U.0.l. {MOHAN, J.J 521

payable" and he wants to emphasize that the debt must have become due in the narrower sense of the word of having come into existence aild having been payable with reference to en- forceability of payment and, in this sense, relying upon the decision of D.A. Desai J., he has urged before us that the debt must be existing at the relevant date and the event which brought the debt into existence must have occurred within the twelve months preceding the relevant date and it must also have become payable, meaning thereby that its payment could have been enforced against the company, within the twelve months before the relevant date. In view of the decisions that

' we have already referred to, particularly the passage from Peo- ple v. Arguello as approved by the Supreme Court in Kesol'am C Industries' case and in Raman Iron Fo11nd1y's case, it is not possible for us to accept this contention of Mr. Shah. In our opinion, tbe only meaning that could be attached to the word "due" occurring in section 530 is that it must be presently due and the words "due and payable" mean the same thing, namely. that it must be prese11tly payable. Therefore, so far as section D 530(1) (a) is concerned, the revenue, tax, cess or rate, due from the company to the Central or State Government or to a local authority must be presently payable, that is, that the li- ability could be enforced as at the relevant date and, secondly, it must have so become presently payable within the twelve months immediately preceding the relevant date". E In this connection we may refer to the case in Union of India v. Air Foam Ind11stl'ies (P) Ltd.. A.l.R. 1974 S.C. 1265 & 1271 (para 7), which reads as follows :· ·

"The first thing that strikes one on looking at Clause I 8 is its F heading which reads; "Recovery of Sums Due". It is true that a heading cannot control the interpretation of a clause if its meaning is otherwise plain and unambiguous, but it can certainly be referred to as indicating the general drift of the clause and affording a key to a better understanding of its meaning. The heading of Clause 18 clearly suggests that this clause is in- G tended to deal with the subject of recovery of sums due. Now a sum would be due to the purchaser when there is an existing obligation to pay it in praesenti. It would be profitable in this connection to refer to the concept of a 'debt' for a sum due is to be found in Wehh v. S1emo11. [1883] 11 QBD 518 where Lindley, L.J .• said :" .... a debt is a sum of money which is now H payable or will become payable in the future by reason of a

522 SUPREME COURT REPORTS 'I 992] I S.C.R.

A present obligation". There must be debitum in praesenti; solvendum may be in praesenti or in future - that is immate- rial. There must be an existing obligation to pay a sum of money now or in future. The following passage from the judg- ment of the Supreme Court of California in People v. Arguello, [1869] 37 Calif 524, which was approved by this Court in B Kesoram Industries v. Commr. ~(Wealth Tax, (1966] 2 SCR 688 (AIR 1966 SC 1370), clearly brings out the essential char- acteristics of a debt. "Standing alone, the word 'debt' is as applicable to a sum of money which has been promised at a future day as to a· sum now due and payable. If we wish to distinguish between the c two, we say of the former that it is a debt owing, and of the ·latter that it is a debt due". This passage indicates that when there is an obligation to pay a sum of money at· a future date, it is a debt owing but when the obligation is to pay a sum of money in praesenti it is a debt D due. A sum due would, therefore, mean a sum for. which there is an existin~( obligation to pay in praesenti, or in other words, which is presently payable. Recovery of such sums is the sub- ject-matter of Clause 18 according to the heading. That is the dominant idea running through the entire Clause 18".

E We will now refer to Venkataramiya's Law Lexicon and Legal Max- ims Vol. I, 713, 714. ''.Due" - means payable immediately or a debt con- tracted but payable at a /illure lime .. In Wharton's Law Lexicon, 14th Edn., its meaning is stated to be "anything owing. That which one con- tracts to pay er perfonn to another; that which law or justice requires to be paid or done. It should be ohse1wd that a debt is said to he 'due' the F instant that it has existence as a debt; it may be payable at a fi111tre time". Therefore it cannot be contended on the strength of Section 530 'due' and 'payable' is one and the same even under S.732 (A). However, as con- tended, if the liability to pay interest arises from the date of allotment and the grace period after eight fays. what is to happen in cases where perinis- sion is refused by the stock exchange? For the grant of such pennission 10 G weeks are available. Therefore, a company making allotment prior to the grant of permission cannot be mulcted with the liability when the section itself comes into play upon the grant of pennission. Therefore, some definite date is required. It cannot be lest sight of that. where pennission is refused in the first instance there is also the right of appeal under Section 22 of the Securities Contracts (Regulations) Act, 1956.,This too, has got an important bearing. It cannot be held that after allotment the mechanics

RAYMONDfYNTHETJCS v. U.O:I. [MOHAN, J.] 523

of refund would come into play and again after rejection of permission, the money on all applications should be refunded once over again. ··,.:-- Equally, ihe contention of Mr. Anil Divan that the stock exchange will have power to extend the time cannot be accepted. It may be a practice to do so. But it does· not mean the 'stock exchange can act con- trary to clear wording of this section. More so, when Sub-section (4) is cl.ear in its terms. Merely because the intending applicants agree to abide by the prospectus that cannot be binding in the teeth of this Sub-section.

For the sake of completion, reference may be made to the corre- sponding provision of ·English Law. Buckley on the Companies Acts, 14th Ed. Vol.I, while dealing with Section 51 which is the corresponding provi- · C sion states as follows :-

"The Act does not require the prospectus to fix any time for closing the subscription lists and, unless and until an issue is fully subscribed, there is nothing in. law to require the ·com- pany to close the lists. It is the common practice, however, at any rate in the case of prospectuses issued generally, to state in the prospectus that the lists will be closed on or before a particular .date. In any case to which this section applies the company will, by reason of sub-s(3), be unable to employ any money received from shareholders until either pennission to be listed has been obtained, or the lists have been closed and the period indicated in sub-section (I) has expired without the permission h:iving been refused. Note that the sub-section does not say, 'if the permission has not been granted before the expiration of three weeks etc.' Presumable in practice the stock exchange, when it has an application for pennission to be listed under consideration and has not either granted or refused permission within the three weeks period indicated above, will notify the applicant under sub-section (I) of an extension of the period. · An allotment within this section is void, not voidable as in an allotment in breach of Section 47" sub-section (3) in Re Nanwa G Gold Mines, Ballcmtyne v. Nanwa Gold Mines Lrcl. applica- tions to subscribe foir shares were invited on the footing that, if a resolution for reduction of capital was not pas.sed or not confirmed by the court, the application moneys would be re- - funded and meanwhile woulc\ be retained in a separate ac- count. The 1noneys were in fact put in a separate account in fl the names of the company and its registrars. The conditions

524 SUPREME COURT REPORTS [1992] I S.CR.

A were not fulfilled and shortly afterwards a receiver was ap- ) pointed in a debenture-holders' action. Harman J. held that the moneys in the separate account were repayable to the subscrib- ers in full, basing his decision on the terms of the invitation and not on the provisions of this sub-section; but he expressed " the view that the payment into a separate account in compli- B ance with the sub-section would probably have the same ef- fect". · Palmer's Company Law, 1982, Vol I, 264 states as follows:-

"Refusal of Application to Deal - Where a prospectus states that application has been or will be made for the shares or c debentures to be dealt with on the stock exchange, any allot- ment made on an application under the prospectus shall be void. (I) ·if permission has not been applied for before the third day after the first issue of the prospectus; or D (2) if permission is refused before the expiration of three weeks (subject to the extension by the stock exchange to six weeks from the date of the closing of the subscrip:ion lists (Sec. 51 (I). It should be noted that under case (2) above, the allotment is not E void if the stock exchange merely defers the decision on permission to deal, or does not arrive at a decision within the stated time.

During the periods stated in cases (I) and (2) above, the application money received by the company from shareholders who applied for shares · has to be kept on separate account (Sec. 51 (3) ; "that appears", as Hannan F J. observed in Re Nanwu Gold Mines Ltd, "to be an attempt to erect, so to speak, by statute a kind of trust for applicant", consequently, the applica- t.ion money thus kept on separate account does not fonn part of the gen- eral assests of the company which are charged by a debenture secured by a tToating charge. The relationship between the applicants and the com- pany which holds the application moneys on separate account is that if G bailors and bailee, and not of creditors and debtor".

Now, we will refer to the case in Nunwu !iold Mines Ltd. flallantyne v. Nanwu Gold Mines I.Id., (1955] I W.L.R. 1080@ 1085.

"Sub-section (3) provides that where money is sent in on a H provisional application: "All money received as "aforesaid shall

RAYMOND SYNTHETICS v. U.0.1. [MOHAN, J.) 525

be kept in a separate bank account so long as the company may become liable to repay it under"the last foregoing sub- section; and, if default is made in complying with this sub- section, the company and every officer of the company who is in defnlt shall be liable to a fine not exceeding five hundred pounds". That appears to be an attempt to erect so to speak, hy statute a kind of trust forapplicants in a case of this sort. It is irrelevant here, because in this case the directors promised to do this very thing; No doubt that was only a compliance with the statute; but they did promise to do so and I think that their promise is of contractual effect, so I need not consider whether, if there was no promise but only the statutory obligation, the position would be the same. I incline to think it would be so, c and that the object of section 5 I (3) was to provide protection for persons who pay money on the faith of promises of this kind". As to the present position with regard to the liability to refund under Sec. 73 2(A) it is important to bear in mind that two notifications have D come to be issued in exercise of powers conferred under Section 642.

Notification No. GSR 614 (E) dated 3rd October, 1991, called the Companies (Central Govenunent's) General Rules and Fonns (Second Amendment), I99 I, which came into force on Ist November, I991. In the above notification it is stated as under:- E "If the company does not receive application money for at least 90% of the issued amount, the entire subscription will be refunded to the applicants within ninety days from the date of closure of the issue. If there is delay in the refund of applica- tion money by more than 8 days after the company becomes F liable to pay the excess amount, the company will pay interest for the delayed period, at prescribed rates in sub-section (2) and (2A) of Section 73. No statement made in this Fonn shall contravene any of the provisions of the Companies Act, 1956, and the rules made thereunder". "Signature of Directors" G Again, notification No. S.O. 666(E) dated October 3, 1991 issued under sub-section (l) of Section 641 with amendments in Schedule U to the said Act, under Part I General Infonnation, stated as under:-

"( t)" Declaration about the issue of allotment letters/refunds H within a period of l 0 weeks and interest in case of any delay

526 SUPREME COURT REPORTS [19921 .1 S.C.R.

A in refund at the prescribed rate under Section 73(2)/2A" Thus, the liability gf the company to repay the excess amount under section 73(2A) will arise only on the expiry of I 0 weeks from the date of the closure· of subsc.iption Iis.ts ..The interest begins to accrue thereupon at the end of 8 days. ·

B As to the meaning of the word "forthwit!i", we will now refer to Bouvier's Law Dictionary for the meaning of the word "forthwith". "FORTH- WITH. As soon as by reailonable exertion, confined to the object, it may be accomplished. (Approved in Dickerman v. Trust Co., 176 U.S. 193, 20 Sup, Ct. 311, 44 L.Ed. 423). This is the import of the term; it varies, of course, with every particular cases; 4 Tyrwh. 837; Edwards v. Ins Co., 75. c Pa. 378. See Seammon v. ln.t Co., IOI, Iii 621; II H.L. Cas. 337. Bennect v. Ins 67 N.Y. 274; I'ennsylvanis R.Co. v. Reichert, 58 Md. 261; Meriden Silver Plate Co. v. FlmJ' 44 Ohio St. 437, 7 N.E. 753. It is not as promptly as immediately; in some cases it might mean within a reasonable time; 7 Dow!. 789". We will also refer to 193 Soutem Reporter. 339 and 16 Soutern Reporter 33 @ 35 Col I. "As regards compliance "'.ith statute· D requiring petition for judicial review of an executive committee's denial of primary election contest to be filled "forthwith" the tenn "forthwith" is a relative one and 1neans within such tirnc as to pennit that which is to be ·ctone, to be done lawfully and according to the practical and ordinary · cowse of things to be performed or accomplished. and it is not to be used by way of a penalty when accidental interventions of which party is not to E be charged with foresight have upset what otherwise would have been reasonable calculations regarding available time. Laws 1035, Ex. Secs c. IO". "Forthwith" is not susceptible of a fixed time definition, and the surrounding facts and circu1nstances 1nust be taken into consideration in determining the question, and forthwith may be minutes, hours, days or even weeks". Therefore it cannot ·be said that "forthwith" means E.O. F inst anti.

It cannot but be held that the payment of interest is only compensa- tory mid not penal. Merely because clause JO to which a reference has ~lready been made uses the word "penal" it cannot be amount to penalty. G · An useful reference cm1 be made in Malwlax111i Sugar Mills Co. lid. v. Co111111issirmer '!/'Income Tax, /le/hi, Nell' fJelhi, [1980] 3 SCR 421. "4. Penalties - if any person defaults in payment of cess imposed under sub- section (I) of Sec. 3, or, contravenes any provision of any rule made under this Act, he shall without prejudice to his liability therefore under sub-section (5) of Sec. 3 be liable to imprisonment upto six months or to a H fine not exceeding rupees five thousand or both and in the case of con- tinuing contraventio in to a further fine not exceeding rupees one thousand

KA YMOND SYNTHETICS v. U.0.1. [MOHAN, J.] 527

for each day during which the contravention continues". It is apparent that section 3(2) requires the payment of cess on the date prescribed under the rules. Rule 4 of the U.P. Sugarcane Cess Rules, 1956 provides that the cess due on the sugarcane entering into the premises during the first fortnight of each calendar year must be. deposited in the government treas- ury by the twenty second day of that month and the cess due for .he remainder of the month must be deposited before the seventh day of the next following month. If the cess is not paid by the specified date, then by virtue of s. 3 (3) the arrear of cess will carry interest at the rate of six per cent per annum from the specified date to the date of payment. Section 3(5) is a very different provision. It does not deal with the interest paid on the arrears of cess but provides for an additional° sum recoverable by way of penalty from a person who default in making payment of cess. It is a C thing apart from an arrear of cess and the interest due thereon.

Now, the interest payable on an arrear of cess under s. 3(3) is in reality part and parcel of the liability to pay cess. It is an accretion to the cess. The arrear of cess "carries" interest; if the cess is not paid within the prescribed period a larger sum will become payable as cess. The enlarge- D ment of the cess l.iability is automatic under section 3(3). No specific order is necessary in order that the obligation to pay interest is as certain as the liability to pay cess. As soon as the prescribed date is crossed without payment of the cess, interest begins to accrue. It is not a penalty .for which provisions has been separately made by s. 3(5). Nor is it a penalty within the meaning of s. 4, which provides for a criminal liability E and a criminal- prosecution. The penalty payable under s. 3(5) lies in the discretion of the collecting officer or authority. In the case of the penalty under s. 4, no prosecution can be instituted unless, under s. 5(1), a com- plaint is made by or tinder the authority of the Cane Commissioner of the District Magistra•e. There is another consideration distinguishing the in- terest payable under s. 3(3) from the penalty imposed under s. 3(5). Sec- F tion 3(6) provides that the officer of authority empowered to collect the cess may forward to the Collector a certificate under his signature specify- ing the amount of arrears including interest due from any person, and on receipt of such certificate the Collector is required to proceed to recover the amount specified from such person as if it were an arrear of land revenue. The words used in s. 3(6) are "specifying the amount of arrears G including interest", that is to say that the inierest is part of the arrear of cess. In the case of a penalty imposed under s. 3(5), a separate provision for recovery has been made under s. 3(7). Although the manner of recov- ery of a penalty provided by s. 3(7) is the same as the manner of recovery provided by s. 3(6) of the arrears of cess, the Legislature dealt with it as so1nething distinct fro1n the recovery of the arrears of cess including H

528 SUPREME COURT REPORTS (19921 I S.C.R.

A interest. In truth, the interest provided for under s. 3(3) is in the natc•e of compensation paid to the Govenunent for delay in the payment of cess. It is not by way of penalty. The provision for penalty as a civil liability has been made under s. 3(5) and for penalty as a criminal offence under s. 4. The Delhi High Court proceeded entirely on the basis that the interest bore the character of a penalty. It was according to the learned Judges B "penal interest". The learned Judge failed to notice s. 3(5) ands. 4 and the other provisions of the Cess Act".

The last question will be that in view of the clear tenns of th~ statute whether the administrative inconvenience could be pleaded. This could be decided with reference to the case in San} eel' Coke Manufacturing Co v .. c Bharat Coking Coal Ltd. & Another, [1983] 1 SCR 1000 @1029, as follows:-

" .... But in the ultimate analysis, we are not really to concern ourselves with the hollowness or the self-condemnatory nature of the statements made in the affidavits filed by the respond- D ents to justify and sustain the legislation. The deponents of the affidavits filed into Court may speak for the parties on whose behalf they swear to the statement. They do not speak for the Parliament. No one may speak for the Parliament and Parlia- ment has said what it intends to say, only the Court may say what it the Parliament meant to say. None else. Once a statute leave.s Parliament House, the Court's is the only authentic voice which may echo (interpret) tl1e Parliament. This the court will do with reference to the language of the statute and other pennissible aids. The executive Government may place before the court their understanding of what Parliament has said or intended to say or what they think was Parliament's object and all the facts and circumstances which in their view led to the legislation. When they do so, they do not speak for Parliament. No Act of Parliament may be struck down because of the • understanding or misunderstanding of Parliamentary intention by the executive government or because their (the Govern- ment's) spokenmen do not bring out relevant circumstances but indulge in empty and self-defeating affidavits. They do nor and they cannot bind Parliament. Validity of legislation is not to be judged merely "by affidavits filed on behalf of the State, but by all the relevant circumstances which the court may ultimately find and more especially by what may be gathered from what the legislature has itself said ... " H

RAYMOND SYNTHETICS r. lJ.0.1. iMOHAN, l.I 529

Therefore, it has to be held that administrative inconvenience can A · hardly be any ground.

Viewing the statutory provisions from the above perspective, I agree with my learned brother that the liability to repay the excess amount arose on November I, 1990 and the liability to pay interest arose on the expiry of eight days from November I, 1990. B

ORDER

For the reasons stated by us in our separate but concurring judg- ments dated 4.2.1992, we allow the appeal to the limited extent indicated by us and the judgment of the High Court shall stand altered accordingly.· C In the circu1nstances of this case, we n1ake no order as to costs.

V.P.R. Appeal allowed.