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TMI Blog1992 (2) TMI 269X X X X Extracts X X X X X X X X Extracts X X X X ..... e to repay the money received from the applicants for shares or debentures in excess of the aggregate of the application money relating to the allotted shares or debentures? If such excess application money is not repaid within eight days from the day on which the company becomes liable to pay it, the company and every director "who is an officer in default" is liable to pay interest at the specified rates. The period of eight days has to be reckoned in accordance with section 74. But, it is not clear when exactly the liability to repay the excess money arises. Does it arise on the date of the allotment, as found by the High Court, or on the expiry of ten weeks from the date of closing of the subscription lists, referred to in sub-section (1A) of section 73, or, as contended by the company, on the expiry of the period mentioned in the prospectus ? Whichever is the correct date, interest becomes payable by the company and its directors "in default", if the excess money is not repaid within the period of grace of eight days from the date on which the company becomes liable to pay it ? When does that liability arise is the crucial question. We shall presently examine the relevant pro ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... crores. These orders which were printed in Bombay were meant to be despatched from Delhi. The company despatched 8,55,226 refund orders from the Sarojini Nagar Post Office, New Delhi, at the rate of approximately 1,00,000 refund orders per day. On October 26, 1990, a consignment of 6,69,999 refund orders had been despatched from Bombay to Delhi in a brake van of the Paschim Express. A fire broke out on the way in the brake van as a result of which many refund orders were destroyed. Almost 50% of the consignment was missing after-the accident. In consultation with the Madhya Pradesh Stock Exchange and the company's bank, instructions were issued by the company to stop payment of all refund orders with a view to avoiding any possible fraud or misuse. As a result of the countermanding of all the multi-coloured refund orders and the printing of new refund orders with distinctive colours, etc., delay occurred in the despatch of newly printed orders. At the request of the company, the Madhya Pradesh Stock Exchange granted it extension of time till November 30, 1990, for issuing the refund orders. Time for this purpose was further extended by that stock exchange till December 19, 1990. Th ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... at the end of the period as extended by the Stock Exchange at Indore in terms of the prospectus. The High Court held (page 16 supra): "In our judgment, there is no difficulty in fixing the date from which the liability of the company to make repayment arises. In a case where the allotment is completed before the expiry of ten weeks, then from the date of allotment and, in case where the allotment is not completed till the expiry of ten weeks from the date of closure of the subscription list, then from the date of expiry of ten weeks". The reason stated by the High Court for coming to this conclusion is that the company knew what the excess amount was on the date of allotment and there was no reason why the company should delay payment till the end of ten weeks in case the allotment was made earlier. The High Court says (page 16 supra): "In cases where the allotment is completed before the expiry of ten weeks, then the company very well knows the excess amount which is to be repaid and, consequently, the liability accrues forthwith to repay the said amount. In case the company fails to repay the amount within the grace period of eight days, then the company would be liable to pa ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... so offered to be dealt with in the stock exchange or each such stock exchange". This sub-section was inserted by the Companies (Amendment) Act, 1988, with effect from June 15, 1988. It has application only to a company intending to offer shares or debentures to the public for subscription by the issue of a prospectus. Until this sub-section was inserted, listing of public issues was not compulsory. The original sub-section (1) was substituted by the Companies (Amendment) Act, 1974, with effect from February 1, 1975, and was substituted again and renumbered as the present sub-section (1A) with effect from June 15, 1988, by the Companies (Amendment) Act, 1988. Sub-section (1A) reads : "73(1A) Where a prospectus, whether issued generally or not, states that an application under sub-section (1) has been made for permission for the shares or debentures offered thereby to be dealt in one or more recognised stock exchanges, such prospectus shall state the name of the stock exchange or, as the case may be, each such stock exchange, and any allotment made on an application in pursuance of such prospectus shall, whenever made, be void if the permission has not been granted by the stock ex ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ceived from applicants in pursuance of the prospectus, and, if any such money is not repaid within eight days after the company becomes liable to repay it, the company and every director of the company who is an officer in default shall, on and from the expiry of the eighth day, be jointly and severally liable to repay that money with interest at such rate, not less than four per cent. and not more than fifteen per cent., as may be prescribed, having regard to the length of the period of delay in making the repayment of such money". This sub-section requires the company to repay "forthwith" all money received from applicants in response to the company's prospectus either where the company has not applied for permission of the recognised stock exchange for listing or where permission has been applied for but not granted. If the company has issued a prospectus without seeking permission for listing, it has clearly acted in violation of the mandatory provisions of the Act, and the company has no right to receive or retain any amount by way of subscription in pursuance of its prospectus. On the other hand, where permission has been sought, but has not been obtained within ten weeks fr ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... exchanges for dealing in any shares or debentures in such stock exchange or each such stock exchange and the moneys received from applicants for shares or debentures are in excess of the aggregate of the application moneys relating to the shares or debentures in respect of which allotments have been made, the company shall repay the moneys to the extent of such excess forthwith without interest, and if such money is not repaid within eight days, from the day the company becomes liable to pay it, the company and every director of the company who is an officer in default shall, on and from the expiry of the eighth day, be jointly and severally liable to repay that money with interest at such rate, not less than four per cent. and not more than fifteen per cent., as may be prescribed, having regard to the length of the period of delay in making the repayment of such money". Sub-section (2A) was inserted by the Companies (Amendment) Act, 1974, which came into force with effect from February 1, 1975. Section 73, as it stood prior to 1975, contained no specific provision compelling the company or its directors to repay the amounts received in excess of the aggregate of the application m ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... fulltime directors, are exempted from personal liability. The rate of interest payable under sub-section (2A) is, as seen above, not less than four per cent. and not more than fifteen per cent. The sub-section requires the company to repay the oversubscribed amounts. These amounts are paid by persons who have responded to the prospectus which was issued by the company after making an application for permission in accordance with sub-section (1). But, when the subscription lists are closed, the excess money is ascertained with reference to the actual allotments made and so it becomes repayable as the company has no right to retain it. The question is, for the purpose of computing interest, did it become repayable upon the date of allotment, as found by the High Court and as contended by the respondents, or on some other day. The Additional Solicitor-General, appearing for the Union of India, Mr. K.S. Cooper, for the Securities and Exchange Board of India, Mr. T.R. Andhyarujina, for the Bombay Stock Exchange and Dr. A.M. Singhvi, for one of the interveners, submit that the liability to repay the excess amount arises on the date of allotment of the shares, for the statute says that ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... he point is totally without merit. Even if sub-section (4) had not been inserted in sec-tion 73, Mr. Dewan's argument in this respect would have been equally unsustainable, for no agreement can defeat or circumvent a mandatory requirement of the statute. This is all the more so in view of section 9 which specifically provides that the provisions of the Act override the memorandum or articles of association of the company or any agreement executed or resolution passed by it. The statute requires the company to pay interest in terms of sub-section (2A). That provision says that the company should pay excess money forthwith, failing which interest becomes payable at the end of eight days therefrom. Any inconsistent provision in the prospectus is unenforceable and it can be of no avail to the company. It is true that the expression "forthwith" does not necessarily and always mean instantaneous. The expression has to be understood in the context of the statute. Where, however, the statute prescribes the payment of money and the accrual of interest thereon at certain points of time, the expression "forthwith" must necessarily be understood to be immediate or instantaneous, so as to avoi ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... the excess money as required by sub-section (2A) visits the company and every officer of the company who is in default (as defined under section 5) with the stipulated punishment. This is, of course, in addition to the payment of interest prescribed in sub-section (2A). Sub-section (5), as it stood prior to February 1, 1975, read : "73(5) For the purpose of this section, permission shall not be deemed to be refused if it is intimated that the application for permission though not at present granted, will be given further consideration". This sub-section was substituted by the Companies (Amendment) Act, 1974, with effect from February 1, 1975, reading as follows : "73(5) For the purposes of this section, it shall be deemed that permission has not been granted if the application for permission, where made, has not been disposed of within the time specified in sub-section (1)". Sub-section (1) referred to in sub-section (5), as substituted on February 1, 1975, is in fact the present sub-section (1A), for, as stated earlier, the original sub-section (1) was amended and renumbered as sub-section (1A) when the present sub-section (1) was inserted by the Companies (Amendment) Act, 1 ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ng with this sub-section, the company, and every officer of the company who is in default, shall be punishable with fine which may extend to five thousand rupees". (emphasis supplied) This sub-section refers to the obligation of the company to keep all amounts received from the subscribers in a separate bank account maintained with a scheduled bank. Such money must so remain in the bank until permission has been granted by the stock exchange or until the disposal of an appeal preferred against refusal to grant permission. Where the permission has not been sought, the company has, as seen above, acted in disobedience of the law, and the amounts received from the investors must be credited to a separate bank account and immediately returned to them together with the interest which accrued for the period. But where permission has been sought, but not granted, the amounts so kept in the bank have to be repaid within the time specified in sub-section (2). Default of compliance with this requirement will make the company and every officer in default (as defined under section 5) liable to be punished with fine. This will, of course, be in addition to the liability for payment of interest ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ayment where listing is not permitted or the company is otherwise unable to allot shares. The company has no right to deal with the money in any other manner or keep it longer than permitted by the section. The money so kept in the separate bank account is held by the company for and on behalf of the subscribers in a fiduciary capacity. Such amounts do not form part of the general assets of the company. The relationship between the applicants and the company in respect of the application money so held in accordance with sub-section (3) is that of "bailors and bailee and not of creditors and debtor". See Palmer's Company Law, 24th edition, para 24.31 ; Nanwa Gold Mines Ltd., In re.[1955] 1 WLR 1080, 1085 (Ch D). Interest does not begin to run under sub-section (2) until eight days have elapsed from the date of expiry of the period of ten weeks commencing on the date of closure of the subscription lists. The fact that the Legislature has so provided in cases where permission has been refused expressly or by reason of the deeming provision is sufficient indication of the legislative intent to give the company reasonable time to repay the money. Companies generally make allotments a ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... s/certificates. The Government of India thus understood that the liability of the company to repay the amounts in terms of section 73 arose only at the end of ten weeks from the date of closure of the subscription lists. That this condition presumably applies to repayment under sub-section (2) as well as under sub-section (2A) of section 73, is fully borne out by the averments contained in the affidavit filed in the High Court on behalf of the Union of India as well as by the oral submissions on its behalf before the High Court on the point. Similar appears to be the stand of the Bombay Stock Exchange, as seen from its publication of March, 1991 (para 23.2). The letter dated March 13, 1991, sent by the Securities and Exchange Board of India, the second respondent, to the appellant-company stating that interest was payable from November 1, 1990, which is the date of expiry of the period of ten weeks from the date of closure of the subscription lists, roughly indicates how the second respondent construed the provision shortly before the proceedings commenced in the High Court. The section is not free from ambiguities and doubts. Having been amended in several respects, it has not fi ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... gone important amendments in 1975 and 1988. Prior to the amendment in 1975, section 73 read as under : "Allotment of shares and debentures to be dealt in on stock exchange.-(1) Where a prospectus, whether issued generally or not states that application has been or will be made for permission for the shares or debentures offered thereby to be dealt in on a recognised stock exchange, any allotment made on an application in pursuance of the prospectus shall, whenever made, be void, if the permission has not been applied for before the tenth day after the first issue of the prospectus or, if the permission has not been granted before the expiry of four weeks from the date of the closing of the subscription lists or such longer period not exceeding seven weeks as may, within the said four weeks, be notified to the applicant for permission by or on behalf of the stock exchange. (2) Where the permission has not been applied for as aforesaid, or has not been granted as aforesaid, the company shall forthwith repay without interest all moneys received from applicants in pursuance of the prospectus, and, if any such money is not repaid within eight days after the company becomes liable to r ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... hether issued generally or not, states that an appli-cation has been, or will be, made for permission for the shares or debentures offered thereby to be dealt in on one or more recognised stock exchanges, such prospectus shall state the name of the stock exchange or, as the case may be, each such stock exchange, and any allotment made on an application in pursuance of such prospectus shall, whenever made, be void if the permission has not been applied for before the tenth day after the first issue of the prospectus, or, where such permission has been applied for before that day, if the permission has not been granted by the stock exchange or each such stock exchange, as the case may be, before the expiry of ten weeks from the date of the closing of the subscription lists: Provided that where an appeal against the decision of any recognised stock exchange refusing permission for the shares or debentures to be dealt in on that stock exchange has been preferred under section 22 of the Securities Contracts (Regulation) Act, 1956 (42 of 1956), such allotment shall not be void until the dismissal of the appeal. (2) Where the permission has not been applied for as aforesaid, or such per ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ; and if default is made in complying with this sub-section, the company, and every officer of the company who is in default, shall be punishable with fine which may extend to five thousand rupees. (3A) Moneys standing to the credit of the separate bank account referred to in sub-section (3) shall not be utilised for any purpose other than the following purposes, namely :- (a)Adjustment against allotment of shares, where the shares have been permitted to be dealt in on the stock exchange or each such stock exchange specified in the prospectus ; or (b)Repayment of moneys received from applicants in pursuance of the prospectus, where shares have not been permitted to be dealt in on the stock exchange or each stock exchange specified in the prospectus, as the case may be, or, where the company is for any other reason unable to make the allotment of share. (4) Any condition purporting to require or bind any applicant for shares or debentures, to waive compliance with any of the requirements of the section shall be void. (5) For the purposes of this section it shall be deemed that permission has not been granted if the application for permission, where made, has not been disposed o ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ares or debentures to be dealt in on that stock exchange has been preferred under section 22 of the Securities Contracts (Regulation) Act, 1956 (42 of 1956), such allotment shall not be void until the dismissal of the appeal. (2) Where the permission has not been applied under sub-section (1) or, such permission having been applied for, has not been granted as afore-said, the company shall forthwith repay without interest all moneys received from applicants in pursuance of the prospectus, and, if any such money is not repaid within eight days after the company becomes liable to repay it, the company and every director of the company who is an officer in default shall, on and from the expiry of the eighth day, be jointly and severally liable to repay that money with interest at such rate, not less than four per cent. and not more than fifteen per cent. as may be prescribed, having regard to the length of the period of delay in making the repayment of such money. (2A) Where permission has been granted by the recognised stock exchange or stock exchanges for dealing in any shares or debentures in such stock exchange or each such stock exchange and the moneys received from applicants ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... reason unable to make the allotment of share. (4) Any condition purporting to require or bind any applicant for shares or debentures to waive compliance with any of the requirements of this section shall be void. (5) For the purposes of this section, it shall be deemed that permission has not been granted if the application for permission, where made, has not been disposed of within the time specified in sub-section (1). (6) This section shall have effect- (a)in relation to any shares or debentures agreed to be taken by a person underwriting an offer thereof by a prospectus, as if he had applied therefor in pursuance of the prospectus ; and (b)in relation to a prospectus offering shares for sale, with the following modifications, namely :- (i) to sale shall be substituted for references to allotment ; (ii)persons by whom the offer is made, and not the company, shall be liable under sub-section (2) to repay money received from applicants, and references to the company's liability under that sub-section shall be construed accordingly ; and (iii)for the reference in sub-section (3) to the company and every officer of the company who is in default, there shall be substituted a ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ). Sub-section (1A) mentions the date of closing of the subscription lists. Thus, it is a crucial date for determining the expiry of ten weeks for the grant of permission by the stock exchange. Equally that becomes the crucial date for calculating the time for preferring an appeal under section 22 of the Securities Contracts (Regulation) Act, 1956, as aforesaid against the refusal of permission. No doubt, neither in this section nor elsewhere is it stated as to when the company is required to close the subscription lists. Of course, that will depend upon the facts of each case. Section 69 of the Act states that unless minimum subscription is received, no allotment shall be made of any share capital of the company offered to the public for subscription. In fact, sub-section (5) of the said section states categorically as follows : "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 any such money is not so repaid within one hundred and thirty days after the issue of the prospectus, the d ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... xchange being made after issue within ten days of issue, or (ii) application made before the issue and ten weeks for stock exchange to grant the application. Of course, if the application is not granted within ten weeks, there will be deemed rejection under sub-section (5). But, unfortunately, after the amendment of sub-sections (1) and (1A), sub-section (2) has not been amended with reference to these amended provisions. As the law stands at present, the question of issue of prospectus without an application to stock exchange cannot arise at all. A careful reading of sub-section (2A) will clearly disclose that the said section comes into operation only where permission has been granted by the recognised stock exchange or exchanges. These words "where permission has been granted" are of great significance. Therefore, the contention that on that date of allotment that liability to pay interest arises may not be correct. Nor again, would it be correct to contend that the mechanics of liability to pay refund 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 he ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... e 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 contrary. These cases are bad law, for the view taken in other cases that the mortgagor cannot redeem before the time fixed for payment is confirmed by the decision of the Judicial Committee in Bhaktawar Begam v. Husaini Khanam [1914] ILR 36 All 195 ; 41 IA 84 ; 23 IC 355 followed in Bir Mohammad v. Nagoor [1914] 27 Mad LJ 483 ; 25 IC 576 which treats Rose Ammal v. Rajarathnam Ammal [1900] ILR 23 Mad 33 as overruled. In Baroda Board and Paper Mills Ltd. v. ITO [1976] 46 Comp Cas 25 (Guj), it is held as under : "Mr. A.L. Shah who appears for the liquidator in O.J. Appeal No. 2 of 1975 has urged before us that the Legislature has used in the context of the priority of debts two distinct sets of words 'debt due' an ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... lause and affording a key to a better understanding of its meaning. The heading of clause 18 clearly suggests that this clause is intended 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 the same thing as a debt due. The classical definition of 'debt' is to be found in Webb v. Stenton [1883] 11 QB 518 (CA) where Lindley L.J. said: '...a debt is a sum of money which is now payable or will become payable in the future by reason of a present obligation.' There must be debitum in praesenti; solvendum may be in praesenti or in futuro-that is immaterial. There must be an existing obligation to pay a sum of money now or in future. The following passage from the judgment of the Supreme Court of California in People v. Arguello [1869] 37 Calif 521, which was approved by this court in Kesoram Industries and Cotton Mills Ltd v. CWT [1966] 59 ITR 767 (SC) ; AIR 1966 SC 1370, clearly brings out the essential characteristics of a debt : 'Standing alone, the word "debt" is as applicable to a sum of mo ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... do so. But it does not mean that the stock exchange can act contrary to the clear wording of this section ; more so, when sub-section (4) is clear 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 corresponding provision in the English law. Buckley on the Companies Acts, 14th edition, volume 1, page 142, while dealing with section 51 which is the corresponding provision 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 company 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-section (3), be unable to employ any money received from shareholders until either permission to be listed has been obtained, or the lists have been closed and the period indicated in ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... on money received by the company from shareholders who applied for shares has to be kept on a separate account (section 51(3)); 'that appears', as Harman J. observed in Nanwa Gold Mines Ltd. [1955] 1 WLR 1080,1085 'to be an attempt to erect, so to speak, by statute a kind of trust for applicants' ; consequently, the application money thus kept on separate account does not form part of the general assets of the company which are charged by a debenture secured by a floating charge. The relationship between the applicants and the company which holds the application moneys on separate account is that of bailors and bailee, and not of creditors and debtor". Now, we will refer to the case in Nanwa Gold Mines Ltd., In re: Ballantyne v. Nanwa Gold Mines Ltd. [1955] 1 WLR 1080, 1085. "Sub-section (3) provides that where money is sent in on a provisional application : 'All money received as aforesaid shall 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 default shall be liable to a fine not exceedin ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ereupon from the end of eight days. As to the meaning of the word "forthwith", we will now refer to Bouvier's Law Dictionary for the meaning of the word "forthwith'. As soon as by reasonable exertion, confined to the object, it may be accomplished (approved in Dickerman v. Trust Co., 176 US 193 ; 20 Sup. Ct. 311 ; 44 L. Ed. 423). This is the import of the term ; it varies, of course, with every particular case ; 4 Tyrwh. 837 ; Edwards v. Ins Co., 75 Pa. 378. See Seammon v. Ins Co., 101, III 621 ; 11 H.L. Cas. 337 ; Bennect v. Ins., 67 N.Y. 274 ; Pennsylvania R. Co. v. Reichert, 58 Md. 261 ; Meriden Silver Plate Co. v. Flory, 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 Dowl. 789. We will also refer to 193 Southern Reporter 339 and 16 Southern Reporter 33 and 35, column I "As regards compliance with statute requiring petition for judicial review of an executive committee's denial of primary election contest to be filed 'forthwith' the term 'forthwith' is a relative one and means within such time as to permit that which is to be done, to be done lawfully and according to the practical and ordinary cours ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... the interest payable on an arrear of cess under section 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 enlargement of the cess liability is automatic under section 3(3). No specific order is necessary in order that the obligation to pay interest should accrue. The liability 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 a provision has been separately made by section 3(5) . Nor is it a penalty within the meaning of section 4, which provides for a criminal liability and a criminal prosecution. The penalty payable under section 3(5) lies in the discretion of the collecting officer or authority. In the case of penalty under section 4, no prosecution can be instituted unless, under section 5(1), a complaint is made by or under the authority of the Cane Commissioner or the District Magistrate. There is another consideration distinguishing the interest payable un ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... t may say what Parliament meant to say. None else. Once a statute leaves Parliament House, the court's is the only authentic voice which may echo (interpret) Parliament. This the court will do with reference to the language of the statute and other permissible 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 Government's) spokesmen do not bring out relevant circumstances but indulge in empty and self-defeating affidavits. They do not 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". (p. 254) Therefore, it has to be held that administr ..... X X X X Extracts X X X X X X X X Extracts X X X X
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