Happell, J.

1. The appellants, who will hereafter be referred to as accused 1 and 2 respectively, were promoters and two of the directors of a company designated "The Sugar and General Investment Trust." In connexion with the promotion and management of this company they were prosecuted in the Court of the Chief Presidency Magistrate for the offence of conspiracy to cheat the public by the issue of a prospectus punishable under Section 120B, Penal Code and for the offence of criminal breach of trust punishable under Section 409, Penal Code. Both the accused were convicted under the charge of conspiracy and for this offence were sentenced each to undergo one years rigorous imprisonment. Accused 1 was also convicted under Section 409, Penal Code and for that offence he was sentenced to undergo 18 months rigorous imprisonment, the sentences in his case to run concurrently. To understand the case and the charges, it is necessary to refer to the events which preceded the formation of "The Sugar and General Investment Trust" in 1936. There was in Travancore a company known as "Travancore Sugars Limited" which operated a sugar factory at Thackalay in Travancore State. This company