Judgement Appeal (No. 6 of 1948), by special leave, from a judgment and order of the High Court in its civil appellate jurisdiction (April 23, 1946) which affirmed a judgment and order of that High Court in its ordinary original civil jurisdiction (March 29, 1946). The following facts and statutory provisions are taken from the judgment of the Judicial Committee. This appeal arose out of an application to the High Court of Madras made by the appellant, the Sree Meenakshi Mills, Ld., under s. 45 of the Specific Relief Act, 1877, against the respondent, the Provincial Textile Commissioner, Madras. It concerned the validity of certain seizuies made by the respondent of yarn belonging to the appellant. The material provisions of s. 45 of the Specific Relief Act were as follows "45. Any of the High Courts of Judicature at Fort " William, Madras and Bombay, may make an order requiring any specific act to be done or forborne, within the " local limits of its ordinary original civil jurisdiction, by " any person holding a public office, whether of a permanent "or a temporary nature .... provided— " (a) that an application for such order be made by " some person whose property, franchise or personal right " would be injured by the forbearing or doing (as the case " may be) of the said specific act; " (b) that such doing or forbearing is, under any law " for the time being in force, clearly incumbent on such " person or Court in his or its public character, . . . ; " (c) that in the opinion of the High Court such doing " or forbearing is consonant to right and justice ; " (d) that the applicant has no other specific and " adequate legal remedy ; and " (e) that the remedy given by the order applied for "will be complete. “Nothing in this section shall be deemed to authorise any "High Court— . ..." (h) to make any order which is " otherwise expressly excluded by any law for the time being " in force.” The application came to be made in the following circumstances The appellant was a limited liability company and carried on a cotton-spinning and weaving business in Madura. It spun yarn and wove it into cloth with about 80 handlooms installed in the mill premises. It spun yarn and wove it into cloth with about 80 handlooms installed in the mill premises. Those not being sufficient to weave all the yarn produced by the mill, the services of handloom weavers outside the mill were engaged by the appellant. Of those outside weavers, some carried on business in the neighbourhood of Madura, and others in the neighbourhood of Rajapalayam, about 60 miles distant from Madura. The appellant handed over to those weavers extra yarn pro duced at the mills in order that it might be woven into cloth by the said weavers for the appellant and be brought back to the mills as finished cloth. The outside weavers were paid piece rates, that was, according to the quantity of cloth which they produced. The transaction between the appellant and the outside weavers was not a transaction of sale or a transaction in which the property in the yarn passed to the persons to whom it was entrusted. Law Rep. 76 Ind. App. 191 ( 1948- 1949) Meenakshi Mills, Limited v. Provincial Textile C ommissioner 105 Both the yarn and the cloth made out of it belonged to the appellant. It was common case that the transaction was one of bailment of the yarn made under a contract by which outside weavers undertook to do certain work in relation to the yarn so bailed. The business had been carried on by the appellant in that manner since 1944. On February 20, 1946, the respondent issued an order under cl. 18b, sub-cl. 1 (6), of the Cotton Cloth and Yarn (Control) Order, 1945—hereinafter referred to as the " Control Order "— directing the appellant to confine its delivery of yarn to three categories of persons, namely (a) Licensed yarn dealers (in accordance with . . . . cl. 18a of the Control Order). (b) To consumers who purchased yarn directly from the appellant during the basic period 1940-42. (c) Persons working the appellants handlooms erected in the appellants spinning mill at Madura. Clauses 18a and 18b of the Control Order were as follows — “ 18a (i.) No manufacturer shall, save in accordance " with a general or special permission of the Textile Com-" missioner or in compliance with a direction given under " cl. (c) Persons working the appellants handlooms erected in the appellants spinning mill at Madura. Clauses 18a and 18b of the Control Order were as follows — “ 18a (i.) No manufacturer shall, save in accordance " with a general or special permission of the Textile Com-" missioner or in compliance with a direction given under " cl. 18 B— " (a) sell or agree to sell cloth or yarn to any person " who— " (i) is not a licensed dealer under the rules framed " in this behalf by the Provincial Government ; and " (ii) did not as a dealer buy any cloth or yarn from him at any time during the years 1940, 1941 and 1942 ; " (b) during any quarter deliver to any dealer, whether " in pursuance of a pre-existing contract or otherwise, cloth or yarn in excess of his quota determined under " sub-cl. (2.). " (2.) For purposes of sub-cl. 1 (b), a dealers quota of " cloth shall bear to the value of the total deliveries of cloth " made to all dealers during the quarter by the manufacturer concerned the same proportion as the value of the u total deliveries of cloth made to that dealer during the " years 1940, 1941 and 1942, bore to the value of the total " deliveries made to all dealers during the same years by the " same manufacturer ; and a dealers quota of yarn shall " be similarly determined. " (3.) Every manufacturer shall maintain a register of " contracts and deliveries and shall submit returns in such " form and at such time as the Textile Commissioner may " prescribe. " (3.) Every manufacturer shall maintain a register of " contracts and deliveries and shall submit returns in such " form and at such time as the Textile Commissioner may " prescribe. " 18b (i.) The Textile Commissioner may, with a view " to securing a proper distribution of cloth or yarn or with " a view to securing compliance with this order, direct any " manufacturer or dealer, or any class of manufacturers or " dealers— " (a) to sell to such person or persons such quantities of cloth or yarn as the Textile Commissioner may " specify ; " (b) not to sell or deliver cloth or yarn of a specified " description except to such person or persons and subject " to such conditions as the Textile Commissioner may " specify ; " (c) to furnish such returns or other information " relating to his or their undertaking, and in such manner, " as the Textile Commissioner may specify ; and may " issue such further instruction as he thinks fit regarding " the manner in which the direction is to be carried out. Law Rep. 76 Ind. App. 191 ( 1948- 1949) Meenakshi Mills, Limited v. Provincial Textile C ommissioner 106 " (2.) Every manufacturer or dealer shall comply with the " directions and instructions given under sub-cl. (l.)." The order passed under 18b (i.) (b) in effect prohibited the appellant from delivering yarn to owners of handlooms outside the mill premises. Despite the prohibition the appellant continued to deliver yarn to such owners in order (as already mentioned) that they might turn the yarn into cloth and bring the article back to the mills. The respondent considered that to be an infringement of his order of February 20, 1946, and seized certain quantities of yarn which had been delivered to the outside weavers. The respondent considered that to be an infringement of his order of February 20, 1946, and seized certain quantities of yarn which had been delivered to the outside weavers. In the above-mentioned circumstances the appellant filed the petition under s. 45 of the Specific Relief Act (already mentioned) in the High Court of Madras for directions to the respondent " (1.) to desist from seizing " yarn supplied by the applicant to the weavers at or around " Madura and Rajapalayam for the purpose of converting " the yarn into cloth ; (2.) to restore to the applicant yarn " already seized (3.) to forbear from seizing yarn that might " be entrusted to the weavers by the applicant in the usual " course of business according to the practice obtaining for " conversion of yarn into cloth and for costs/1 As appeared from the affidavits filed, the main contention of the appellant was that the object of the delivery of yarn to the outside weavers was not to transfer property to them, but was only for the purpose of weaving the yarn into cloth, in other words, the delivery was by way of bailment, which, it was said, would not be delivery which could be pro hibited by an order issued by the Textile Control officer. It was contended on behalf of the respondent that he was within his rights in issuing the order, and that the delivery of yarn by the appellant to outside weavers fell within its scope. It was also contended that the application was not maintainable under s. 45 .of the Specific Relief Act, and that the appellant was not entitled to any relief under it. Kunhi Raman J. upheld the contentions of the respondent and dismissed the petition. The learned judge held that the word “deliver " in cl. 18b, sub-cl. 1 (b), must be understood in its ordinary sense in the absence of a special notification to the contrary, and if it was understood in that sense it would include delivery of any nature that could be controlled by the Textile Commissioner. The learned judge held that the word “deliver " in cl. 18b, sub-cl. 1 (b), must be understood in its ordinary sense in the absence of a special notification to the contrary, and if it was understood in that sense it would include delivery of any nature that could be controlled by the Textile Commissioner. He also held that the court had no jurisdiction to give relief to the appellant under s. 45 of the Specific Relief Act as the seizures called into question were made beyond the limits of the ordinary original civil jurisdiction of the High Court, and further, that even if an order in favour of the appellant was made, it would prove futile as it could be frustrated by a positive direction made under sub-cl. (a) of cl. 18b (i.). On appeal, Leach C.J. and Lakshmana Rao J. held that the delivery of yarn by the appellant was in contravention of the respondents order and dismissed the appeal. The learned judges did not consider the other grounds dealt with by Kunhi Raman J. 1949. May 3, 4. Sir Valentine Holmes K.C., Subba Row and M. A. Rahman for the appellant. The main question is whether or not the seizures of the yarn, the property of the appellant company, were valid, and that turns on the con struction of the cardinal clause in the Control Order under which the respondent claimed to be entitled to seize the yarn. A second question, on which the appellate court has expressed no view, is as to the jurisdiction to entertain the motion under the Specific Relief Act, 1877. On the first question, this practice of sending out yarn to outside weavers for conversion into cloth by them for the appellant company at piece rates is not, on the proper construction of cl. 18b, sub-cl. 1 (6), a contravention of the Control Order. To construe the relevant clause one must look at the whole of the Control Order. It does not authorize the Textile Commissioner to direct the manufacturer how or where he has to make his cloth, and here the Commissioner was using the clause or Order for that very purpose. It would have been easy to say so had it been desired to give Law Rep. 76 Ind. App. 191 ( 1948- 1949) Meenakshi Mills, Limited v. Provincial Textile C ommissioner 107 him that form of control. It would have been easy to say so had it been desired to give Law Rep. 76 Ind. App. 191 ( 1948- 1949) Meenakshi Mills, Limited v. Provincial Textile C ommissioner 107 him that form of control. If there is an ambiguity it should be resolved in the appellants favour. Taking the matter as a whole, the person who was responsible for this Order could not have had in mind for a moment delivery, so to speak, of an intermediate character. It all comes down to the question of construction, and it is submitted that the word " deliver " in the Control Order applies to deliveries made in pursuance of contracts of sale and not of contracts of bailment. [On the meaning of “delivery” reference was made to Benjamin on Sale, 7th ed., p 711, and to Pollock and Wright on Possession in the Common Law, p. 58.] The appellant has not made a delivery of yarn within the meaning of cl. 18b, sub-cl. 1 (b), of the Control Order, and the orders and seizures made by the respondent of the yarn belonging to the appellant are illegal. Two points were taken by the respondent with regard to s. 45 of the Specific Relief Act (a) that there was no jurisdiction to make the orders prayed for in the notice of motion, and (b) that if there was jurisdiction the judge in the exercise of his jurisdiction ought not to make such orders. This matter was not dealt with in the appellate court. It is submitted that the Textile Commissioner is within the jurisdiction, that he gives his instructions to his servants within the jurisdiction, and that he gives them within the jurisdiction, i.e., the instruc tions which we say are invalid. [Reference was made to Ryots of Garabandho v. Zamindar of Parlakimedi (( 1943) L. R. 70 I. A. 129.).] The High Court had jurisdiction over the matter and could grant relief under s. 45 of the Act. Subba Row followed. Sir Andrew Clark K.C. and Megaw for the respondent. This was a contract of bailment, and an essential ingredient of such a contract is that there shall be delivery of the chattels bailed s. 148 of the Indian Contract Act, 1872. Subba Row followed. Sir Andrew Clark K.C. and Megaw for the respondent. This was a contract of bailment, and an essential ingredient of such a contract is that there shall be delivery of the chattels bailed s. 148 of the Indian Contract Act, 1872. " Delivery " in its ordinary meaning must mean and include a delivery of chattels by way of bailment, and therefore it bears that meaning all the way through unless there is some special context in the Order in which it is used which necessitates it being given a specific and restricted meaning. There is no question of ambiguity—" delivery" means handing over possession. There is nothing in the Control Order of 1945 which requires “delivery " to be construed otherwise than in its ordinary sense. For those reasons, on the true construction of cl. 18b, sub-cl. 1 {b)y of the Order the Textile Commissioner was justified in making the order which he made in this case, and the judgment of the High Court should be affirmed. Alternatively, and this point only arises if the Board are against the respondent on the main point of construction, this was an application or motion under s. 45 of the Specific Relief Act and, first, that section requires as a condition of the granting of relief that the relief given by the order will be complete. The remedy for which the appellant prayed would not, if granted, be complete, since it could be frustrated by the issue of further directions by the Textile Commissioner under cl. 18b (i) under which he could direct the appellant company to sell all their yarn to a specific person, and secondly, under cl. 11 of the Order the Commissioner could have forbidden the appellant to make any cloth at all. The second limb of the argument on s. 45 is that the section only empowers the court to make an order requiring a specific act to be done or forborne within the local limits of the ordinary original civil jurisdiction of the High Court. The yarn in question being out of the jurisdiction, the return of it to the appellant requires something to be done outside the jurisdiction. The onus of showing that what is sought to be done is within the jurisdiction is on the person who is claiming the relief. The yarn in question being out of the jurisdiction, the return of it to the appellant requires something to be done outside the jurisdiction. The onus of showing that what is sought to be done is within the jurisdiction is on the person who is claiming the relief. All the relief claimed here is outside the jurisdiction of the court and is not therefore a proper subject of relief under s. 45. The fact that the person directing has his head office within the jurisdiction is immaterial, the point is, where was the act done Inspector of Municipal Councils and Local Boards, Madras v. Venkatanarasimham (( 1933) 66 Mad. L.J. 233.). That case was correctly Law Rep. 76 Ind. App. 191 ( 1948- 1949) Meenakshi Mills, Limited v. Provincial Textile C ommissioner 108 decided and applies here. For those reasons alternatively, even if I am wrong on construction, this appeal should be dismissed. With regard to the suggestion that the Textile Commissioner cannot say how or where you can manufacture cloth, cl. 18b says that he can in his discretion do that. Sir Valentine Holmes K.C. replied. The basis of the argument for the respondent is fundamentally fallacious. Of course, if one looks at a section like s. 148 of the Indian Contract Act, dealing with bailment, and finds in it the word " deliver," delivery there must mean deliver} of possession, but that does not help where " deliver," as here, is capable of two meanings. On the point under the Specific Relief Act, if Inspector of Municipal Councils and Local Boards, Madras v. Venkatanarasimham (( 1933) 66 Mad. L.J. 233.) was rightly decided, it is distinguishable from this case. The direction to seize our yarn is an ultra vires direction, and it is an act done by the Textile Commissioner in Madras. July 13. The judgment of their Lordships was delivered by SIR MADHAVAN NAIR, who stated the facts set out above and continued Two questions arise for determination before the Board. These are (1.) Does the delivery of yarn to outside handloom weavers in the present case fall within cl. 18b, sub-cl. 1 (6), of the Control Order ? (2.) Is the application out of which the present appeal arises maintainable under s. 45 of the Specific Relief Act? Question No. 1. The word “deliver" used in cl. 18b, sub-cl. These are (1.) Does the delivery of yarn to outside handloom weavers in the present case fall within cl. 18b, sub-cl. 1 (6), of the Control Order ? (2.) Is the application out of which the present appeal arises maintainable under s. 45 of the Specific Relief Act? Question No. 1. The word “deliver" used in cl. 18b, sub-cl. i (b), has not been defined anywhere in the Control Order. In the absence of any special explanation of the term limiting its meaning it must be understood in its ordinary sense of handing over of possession, which would include delivery of possession to a bailee. If so understood there is no doubt that the delivery of yarn in the present case can be controlled by the respondent. Counsel for the appellant, Sir Valentine Holmes, however, argues that the respondent acting under cl. 18b, sub-cl. 1 (b), can control only the delivery of yarn on alienation, and not delivery to a bailee as in the present case, who cannot claim property in the yarn delivered to him by the appellant. In this connexion their Lordships1 attention was drawn to the meaning of the term " delivery " given in Benjamin on Sale, 7th ed., p. 711, where the following statement occurs " There is no branch of the law of sale " more confusing than that of delivery. The word is unfortunately used in very different senses—(1.) The word delivery " is sometimes used with reference to the passing of the " properly in the chattel, sometimes to the change of its "possession ; iq. a word, it is used in turn to denote transfer " of title or transfer of possession." Reference was also made to Pollock and Wright on Possession in the Common Law, p. 58. Counsel contends that the word " deliver " used in the clause indicates passing of property, i.e., transfer of title in the article delivered, in other words, the clause would apply only to a delivery by which property passes in the article. Counsel contends that the word " deliver " used in the clause indicates passing of property, i.e., transfer of title in the article delivered, in other words, the clause would apply only to a delivery by which property passes in the article. To use his own words, by the use of the word " deliver" it "is not intended to cover a case where the property delivered "is to be turned into cloth and brought back to its owner." According to counsel, the order made by the respondent could only affect the delivery of an article which “you may have sold but not delivered." If so interpreted, the order may prove useless and of no practical value, for the circumstances may be such that the officer seizing the yarn may not be able to decide whether it has been sold or not. Their Lordships are not prepared to accept such an interpretation of the term. If the ordinary meaning of the term is to be cut down in any manner there must be some indication of that intention in the Control Order. Their Lordships have been taken through the various provisions of the Control Order but have not been able to get any help from them in support of the appellants contention which would restrict the usual meaning of the term. There is nothing in the Control Order which requires the word “deliver " to be construed in a way different from its usual meaning. On the other hand, the policy underlying the issue of orders under cl. 18b makes it clear that the word Law Rep. 76 Ind. App. 191 ( 1948- 1949) Meenakshi Mills, Limited v. Provincial Textile C ommissioner 109 " deliver " used in sub-cl. 1 (b) has to be understood in its ordinary broad sense of handing over possession ; otherwise it will be impossible "to secure a proper distribution of cloth or yarn" of the specified description, which is stated clearly to be the object of the orders passed under that clause. It was argued on behalf of the appellant that the delivery contemplated under cl. 18b, sub-cl. I (b), relates only to delivery to the outside public, and not delivery to outside weavers who are bailees, as in the present case. The scope of the Control Order is very wide. It relates to both dealers and manufacturers (these terms are defined in cl. 18b, sub-cl. I (b), relates only to delivery to the outside public, and not delivery to outside weavers who are bailees, as in the present case. The scope of the Control Order is very wide. It relates to both dealers and manufacturers (these terms are defined in cl. (c) of the Control Order) in their dealings with themselves or with outside persons, the object of the directions issued under cl. 18b, as already stated, being the proper distribution of cloth or yarn of a specified description. Their Lordships do not think that the operation of the clause is limited to dealings with the outside public only, as contended for by the appellant. The object aimed at by the clause will not be secured if the scope of the Order is so limited. It may be pointed out that ell. 18a and 18b are not to be read together. Clause i8a relates only to “manufacturers " in their relation with the " dealers " and concerns itself with prohibition of sale of cloth or yarn, whereas cl. 18b is wider in its scope as its object is to prohibit delivery of cloth or yarn to any person, including delivery to a bailee. In their Lordships view, question No. i should be answered in the affirmative. The next question relates to the maintainability of the application under the Specific Relief Act. The scope of the provisions of s. 45 restricts the jurisdiction of the High Court of Madras to make an Order " requiring any specific act to " be done or forborne within the local limits of its ordinary " original civil jurisdiction." In the present case the appellant desired the court to direct the respondent to desist from seizing the yarn supplied or that might be entrusted to the weavers at or around Madura or Rajapalayam and to " restore "to the applicant the yarn already seized." Both Madura and Rajapalayam are outside the local limits of the ordinary original civil jurisdiction of the Madras High Court. It is not shown that the yarn seized was brought to Madras, [t must be presumed that the yarn still remains in Madura, where it was seized. It is clear that all the relief’s asked for relate to acts done or to be done outside the limits of the ordinary original civil jurisdiction of the High Court. It is not shown that the yarn seized was brought to Madras, [t must be presumed that the yarn still remains in Madura, where it was seized. It is clear that all the relief’s asked for relate to acts done or to be done outside the limits of the ordinary original civil jurisdiction of the High Court. As stated in the headnote, it was held in Inspector of Municipal Councils and Local Boards, Madras v. Venkatanarasimham (( 1933) &6 Mad. L. J 233.), that " The jurisdiction of the High Court under s. 45 of the " Specific Relief Act is confined to acts done or to be done " within the limits of its ordinary original civil jurisdiction. " The High Court has therefore no jurisdiction to issue an "injunction prohibiting the inspector of municipal councils" and local boards from issuing a circular to, and interfering” with the functions of, district election officers who perform “their functions in the mufassal." The reasoning of the learned judges of the High Court with reference to the act complained against in that case appears from the following extract of the judgment (Ibid. 237.) "It appears that the inspector " has his office in Madras, and we may infer that his circular " was issued from his office in Madras. But the interference" by that circular with the functions of district election officers, “which the order purported to prohibit, could never take “place within the limits of the ordinary original civil jurisdiction of this court, because, as admitted, district election u officers perform their functions in the mufassal, outside the “limits of the ordinary original civil jurisdiction of this court." In the present case, on the same reasoning, though the respondent may have his office in Madras within the limits of the ordinary original civil jurisdiction of the High Court, it is clear that the act with reference to which relief was asked took place outside the limits of the ordinary original civil jurisdiction of the High Court. It therefore follows that the application under s. 45 of the Specific Relief Act is incompetent and should on that ground alone be dismissed. Law Rep. 76 Ind. App. It therefore follows that the application under s. 45 of the Specific Relief Act is incompetent and should on that ground alone be dismissed. Law Rep. 76 Ind. App. 191 ( 1948- 1949) Meenakshi Mills, Limited v. Provincial Textile C ommissioner 110 In the circumstances, it is not necessary to discuss the further question whether, even if an order was made in favour of the appellant, it would be frustrated by a positive direction made under sub-cl. (a) of cl. 18b (i.), i.e., in other words, whether the proviso (e) to s. 45 of the Specific Relief Act would be a bar to the granting of the relief’s asked for in the application. For the above reasons their Lordships will humbly advise His Majesty that the appeal should be dismissed with costs.