Judgment

BACHAWAT, J.: One James Henry Wapshare owned several estates incluing Naduvattam in the Nilgiris known as the Ouchterlony Valley Estates, having tea, coffee, cardamom and cinchona plantations. He lived in Naduvattam and Ootacamund with his wife Nellie, daughters Violet and Dorothy and sons James and Edward. In 1927 he formed a limited company known as the Ouchterlony Valley Estates Limited, having a share capital of Rs. 15 Lakhs and conveyed the estates to the company. All the shares of this company, sometimes referred to as the "old company" were held by him and the members of his family. The company borrowed Rs. 10 1/2 lakhs from the Imperial Bank of India against the issue of debentures. The loan was secured by a mortgage of the estates under a debenture trust deed dated May 13, 1927 and was repayable on May, 15, 1937. In default of payment within November 15, 1937 the trustee under the debenture trust deed was authorised to enter into possession of the estates and sell them. By an agreement dated August 16, 1936 Pierce Leslie and Co. Ltd., referred to as the appellant company, was appointed as the secretary of the old company. On April 15, 1937 the old company was serv