1997 (1) TMI 424

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....and Crossfield Ltd. 2. The petitioner-appellant and the respondent No. 2 are undisputedly the legal representative of one Rama Varma Thampuran. Thampuran left a will (Procedure 5 to the application). As a result, the shares held by Thampuran in the Malayalam Plantations (Holdings) Ltd. (U.K.) were bequeathed to the petitioner and respondent No. 2. The will further specifies the ratio of 2:1. There were 3,750 such shares. Thampuran expired on 29-12-1975. With regard to devolution by bequest there is no dispute. 3. It would be seen that before the learned Judge there was no contro- versy with regard to certain features. Before us also it cannot be said that there is much to be said in regard to the situation. 4. The learned Judge has....

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....sons & Crossfield Ltd. 6. It is therefore that the learned Judge has observed that whether the petitioner and respondent No. 2 have complied with the formalities required for actual transmission/transfer of shares, cannot be said with certainty. 7. Following the above process of reasoning, the learned Judge has proceeded to take a resume of the events in the context. In paragraph 7, it is observed that Harrisons & Crossfield (U.K.) Ltd. had large facets and liabilities in India. Since a foreign company was holding large assets in India, as a policy measure a scheme was evolved for the purpose of acquiring assets of Harrisons (U.K.) Limited by an Indian company and for that purpose H & C (India) Ltd. was formed. 8. In our judgment, ....

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....of paragraph 8 of the judgment has again emphasised that it is true that all the business liabilities in India of Harrisons & Crossfield (U.K.) Ltd. have been now taken over by Harrisons Malayalam Ltd. 11. The learned counsel for the respondent No. 1 wanted as to appreciate the term 'business liabilities' in particular in the context. In the further process of reasoning, the learned Judge has observed that the shares held by Indian residents in H & C (U.K.) Ltd. would have to be taken as liabilities of H & C (India) Ltd. is a situation which is difficult to accept. It is here that there is a deviation in the approach and the result is that the earlier background specifying the purpose of the arrangement appears to have been lost sight of....