M.F. SALDANHA, J. :---Should the law courts play the role of a helpless spectator in a situation where corporate funds are diverted for personal use and criminally misappropriated by persons in control of the management merely because the fraud was detected after a lapse of time or the now familiar situation of a key witness disappearing? Do the interests of justice require that the benefit of every possible lacuna be generously afforded to the accused even if it results in blatant miscarriage of justice, or is it not more in consonance with the objective of criminal jurisprudence that the guilty be punished regardless of time lapse, if that is legally permissible. These are the broad issues that fall for determination in the present appeal which assaile the correctness of an order of acquittal passed against the two respondents by a Metropolitan Magistrate at Bombay. After recording the finding that, undoubtedly, a substantial amount of Rs. 7,00,000/- has been misappropriated from the funds of M/s. Turner Morrison Co. Ltd., the learned Trial Magistrate has proceeded to acquit the two accused, the first of whom was a Director and the second an Executive of the Company in June/July 1969. The record of this case is rather voluminous, the hearings proceeded almost day-to-day for close to three months and the number of authorities cited was sizable. Mr. K.M. Desai, Senior Counsel and one of the vaterans on the criminal side, has taken me through the entire record virtually threadbare and in his own immitable style has done an excellent job. It was equally a pleasure to hear Mr. M.A. Rane, Senior Counsel and one of the finest at the Bar who appeared on behalf of respondent No. 1 as also Shri Beadkar, who represented respondent No. 2, and Shri B.R. Patil, the learned A.P.P. on behalf of the State. The judgment was required to be reserved due to the change of assignment after the vacation and it has taken me considerable time to re-examine the entire record and the authorities.

2. It is essential to start with a broad recital of the relevant facts :

The complaint in this case was filed before the Trial Court by Mrs. Leela Wellingkar, Secretary of Turner Merrison Co. Ltd., against the two accused who are alleged to have conspired to commit criminal breach of trust in respect of the Company's funds and were, consequently, charged with having committed offences punishable under section 120-B and 409 of the Indian Penal Code. Though it is alleged that the offence took place in June/July 1969, the complaint came to be filed only on 17th July 1974 as the new management of the Company, which took over in 1972, investigated into the records and thereafter took action. Admittedly, at the relevant time, accused No. 1 K.N. Tapuria, who is the son-in-law of H.D. Mundhre, was a Director of the Company and accused No. 2 R.M. Agarwal was the Executive in-charge of Mallet Welding Works. Turner Merrison Co. was the proprietor of Mallet Welding Works having a tube mill division at Kolshet Road, Thane. Accused No. 1, in his capacity as a Director of the parent company, was looking after the affairs of Mallet Welding Works and accused No. 2 was the Executive in-charge of the said division. Though the charge relates to an offence of criminal breach of trust of Rs. 7,00,000/- from Turner Morrison Co., at the instance of the two accused, it is very necessary to set out the background with regard to the position in which M.D. Mundhra was placed at the relevant time vis-a-vis this Company because it is the prosecution case that this money was diverted by the accused for the benefit of Mundhra who was in urgent need of funds at that time.

3. Turner Morrison Co. Ltd., had its entire share capital held by M/s. Hungerford Investment Trust. In November 1955, M/s. Hungerford Investment Trust agreed to sell 49% shares to M.D. Mundhra with an option to purchase the remaining 51% shares in five years' time. The agreement was reduced to writing o