Judgment :- RAMACHANDRA IYER C. J. - This is an appeal filed under clause (15) of the Letters Patent against the judgment of Ramaswami J. dismissing an application filed under section 235 of the Indian Companies Act, 1913, by the official liquidator of the Malayalee Bank Ltd. (now under liquidation) for ascertaining and fixing the liability of the directors in the bank by them. The application had a chequered career. It prayed for a declaration that the directors, who are respondents Nos. 1 to 5 to this appeal were joinly and severally liable to contribute to the assets of the bank in a sum of Rs. 2, 11, 998-0-4. Although various allegations of misfeasance and breach of trust had been made against the directors, no specific charge was laid against them. This defect was noticed when the matter came up before Balakrishna Aiyar J. on November 6, 1956. The learned judge thereupon framed two charges, the first of which alone forms the subject matter of controversy in this appeal. The material portion of the charge is as follows "In contravention of the resolution of the board of directors dated October 27, 1946, No. 1 (P. S. Mannadiar) amongst you took away and Nos. 2 to 5 ( T. Eromamunni, V. K. Thiruamalpad, P. K. Nedungadi and V. Venugopala Thampan) permitted No. 1 to take away a sum of Rs. 14, 623-4-2 from the bank under the guise of an overdraft That No. 1 amongst you obtained and Nos. 2 to 5 amongst you sanctioned to No. 1 loan aggregating to Rs. 34, 863-6-0 ( wherein the aforesaid sum of Rs. 14, 623-4-2 was merged)on the supposed security of the Mannadiar Saw and Oil Mills Ltd., Palghat; That at the the time the transaction was though, you knew or could with reasonable diligence have known that the security was wholly illusory and that was only a device to circumvent the provisions of section 20 of the Banking Companies Act, 1949;That by this and other connected wrongful devices you caused loss to the aforesaid bank a of a sum of Rs. 49, 608-1-3." * Certain facts are necessary to understand the charge. 49, 608-1-3." * Certain facts are necessary to understand the charge. But before referring to them we may as well state the view which Ramaswami J. took of the case Bereft of the rival contentions of the parties which have been set out in the judgment in extenso, the discussion of the learned judge as to the liability is contained in the following passage "Turning to the first respondent himself, his explanation is acceptable. Though, his conduct may be suspicious, we cannot say that it has been criminal. The transactions set out above may plausibly be described as errors of judgment. The case of this Mannadiar recalls only the trite observation, that power corrupts and absolute power absolutely corrupts. The other directors were content to leave everything in his hands and were merely guinea pigs and nothing more. In his case also no misappropriation has been brought home to him. Now when there a two hypotheses possible viz., the explanation offered by him on the one side and the accusation on the otherside, one consistent with his innocence or mistaken judgment and the other with his guilt, and criminal misconduct, we have got to act upon the that which is consistent with the innocence of this Mannadiar. In such circumstances no criminal prosecution will stand." * With great respect to the learned judge, we are afraid that his assessment of the position is unrelated to even the admitted facts of the case. It is evident that the learned judge must have been under the impression that in order to give rise to a liability on the part of a director under section 235, Indian Companies Act, 1913, the conduct of the erring director must have been a criminal one. There is however, no warrant for this assumption. The directors of a company occupy a fiduciary position. If they are guilty of breach of trust or misfeasance, section 235 of the Indian Companies Act, 1913 provides relief by a summary procedure to assess their liability. Misfeasance is a breach of duty on the part of a director to the company the consequence of which is misapplication of its assets causing loss to the companyThe Malayalee bank Ltd. was public limited company incorporated under the provisions of the Indian Companies Act, 1913, with its registered office at Palghat. It had also five branches at various places in South Malabar distinct. It had also five branches at various places in South Malabar distinct. Due largely to the mismanagement of its affairs by its directors it was directed to be wound up by an order of this court dated October 10, 1950, the application therefor having been filed about a month earlier. At the relevant period the following persons were its directors : (1) P. S. Mannadiar, a former employee of the Indo Mercantile Bank, was a director from February 25, 1945, and managing director from March 4, 1945, till June 14, 1950, when he resigned. (2) T. Eromamunni was a director from November 25, 1943, till the date of liquidation. (3) V. K. Thrumaplad was a director from 1942 till March 13, 1949, when he resigned. (4) P. K. Nedungadi, a former agent of the the Indo Mercantile Bank at Palghat, was a director of the Malayalee Bank Ltd. from October 8, 1948, till the date of its liquidation. (5) V. Venugopala Thampan was a director from June 2, 1946 to October 8, 1948. The application which has given rise to this appeal was directed against all the aforesaid five persons There can be little doubt on the evidence, and indeed this is made clear by the report of the fourth respondent to the other directors on February 24, 1950, that the funds of the bank have been largely diverted to accommodate the directors their relatives and friends. The report says "The main features of the advances are such, to directors and their relative and friends and to concerns and individuals in whom the directors are interested, and that without limits and on specially attractive terms, that it would appeal that deposits were merely canvassed for division between the directors and their friendsThere have been glaring instances of advances to weak and imaginary parties and the proceeds being utilised by the managing director." * P. S. Mannadiar, the managing director was having a business account with the Mannadiar Saw and Oil Mills. He had three loan accounts with the Malayalee Bank, a current account an overdraft account and an account and an account in the name of the Mannadiar Saw and Oil Mills. Large sums of money were drawn by him without security under the various account exceeding the limits sanctioned to him by the directors. He had three loan accounts with the Malayalee Bank, a current account an overdraft account and an account and an account in the name of the Mannadiar Saw and Oil Mills. Large sums of money were drawn by him without security under the various account exceeding the limits sanctioned to him by the directors. Not unoften, a loan under one head was manipulated by shifting in such a way as to show repayment of the same, when in fact it only appeared as a fresh borrowing under another head of account. The business of Mannadiar Saw and Oil Mills fell on evil days. Its property consisted of the site on which the mill was housed together with certain paddy yielding lands. The entire land was obtained under a deed of kanom under which P. S. Mannadiar had to pay the jenmiu an annual rent of Rs. 1, 500. There was an agreement between the jenmi and the kanomadar that if the latter was to pay Rs. 20, 000, the jenmi right in the property would be conveyed. But that agreement was never implemented and the right of Mannadiar to the property depended on the subsistence of the kanom. When th affairs of the mills became unsatisfactory, the first respondent adopted the not unfamiliar method of forming a public limited company and selling the mills and the property at an inflated price to the company. The Mannadiar Saw and Oil Mils Ltd. was therefore registered on January 31, 1948, the first respondent having a substantial holding in the in the company. On February 25, 1948, that is soon after the incorporation of the company the first respondent executed a registered sale deed in favour of the company of the immovable properties referred to for a consideration of Rs. 1, 70, 000. The machinery and movable were separately valued and their price taken in cash. Of the consideration of Rs. 1, 70, 000 which formed the price for the immovable properties, Rs. 75, 000 was given credit to as representing the value of the shares allotted to the first respondent. The balance of Rs. 95, 000 was reserved with the company. The property which was conveyed to the company was then subject to a number of encumbrances. Rs. 25, 000 was due to one Krishnan Unni and his brother. 75, 000 was given credit to as representing the value of the shares allotted to the first respondent. The balance of Rs. 95, 000 was reserved with the company. The property which was conveyed to the company was then subject to a number of encumbrances. Rs. 25, 000 was due to one Krishnan Unni and his brother. Rupees 20, 000 was reserved with the company for buying the jenmi right in the properties. After receiving these amounts with the company a sum of Rs. 10, 158-10-0 was acknowledge as having been received by the vendor earlier. After making certain other adjustments the balance outstanding was found to be Rs. 34, 841-6-0. The company is said to have commenced business on March 1, 1948. But its work had to be stopped of want of funds within a few months thereafter. There were five directors in the company of whom were: (1) P. S. Mannadiar ( first respondent), who was also the managing director of the mills (2) P. K. Nedungadi ( 4th respondent) and (3) one Ravi Varma. The Mannadiar Saw and Oil Mills Ltd. was in existence though not producing we shall refer to the consequences of that winding up a little laterThe Malayalee Bank Ltd. had deposits at the Palghat branch of the Indo Mercantile Bank to the extent of Rs. 50, 000. Some time in the beginning of the year 1948 the Indo Mercantile Bank got into financial difficulties as a result of which it was closed from February 10, 1948, to the middle of September of that year when it recommenced its business under a scheme. The first respondent to this appeal had an overdraft account with the Indo Mercantile Bank at its Palghat branch, the agent of that branch being the 4th respondent to th present appeal. The former who was apprehensive that it was inevitable that he would be asked to pay up the sum of Rs. 13, 000 thought of a device which he now claims as having been inspired by the 4th respondent. Purporting to act on behalf of the Malayalee Bank Ltd., he drew a cheque on the Indo Mercantile Bank Ltd., on 8th February 1948, for a sum of Rs. 13, 000 and with the assistance of P. K. Nedungadi, the 4th respondent, that amount was adjusted against his overdraft account. Purporting to act on behalf of the Malayalee Bank Ltd., he drew a cheque on the Indo Mercantile Bank Ltd., on 8th February 1948, for a sum of Rs. 13, 000 and with the assistance of P. K. Nedungadi, the 4th respondent, that amount was adjusted against his overdraft account. In the accounts of the Indo Mercantile Bank Ltd., this sum was debited against Rs. 50, 000 standing to the credit of the Malayalee Bank. But curiously enough the first respondent did not debit himself with the sum of Rs. 13, 000 in any of his accounts with the Malayaee Bank Ltd. His case is that he drew a cheque on the Indo Mercantile Bank Ltd. at the instance and with a view to salvage a sum of Rs. 13, 000 from a crashing bank for the benefit of his bank by substituting his own credit for that amount. But as stated before, no entry was made in his account. That amount was shown only in the suspense account. The explanation that is offered by the first respondent for this conduct is that as the directors were uncertain whether the management of the Indo Mercantile Bank Ltd. will approve of the adjustment or not he kept the amount of the cheque on the Indo Mercantile Bank which was taken in his favour in the suspense account. That this explanation cannot be true is proved by the evidence of P. K. Nedungadi who has stated that adjustment was made in the overdraft account of the first respondent with the Indo Mercantile Bank Ltd. on the very day when payment was stopped, that is February 10, 1948. Admittedly, that bank was reconstructed and began to function from September 1948. Even then the first respondent did not make any entry in his accounts with the Malayalee Bank Ltd. for his having taken away the sum of Rs.13, 000 by means of a cheque on the Indo Mercantile Bank. On taking charge he found that the first respondent had not brought to account the sum of Rs. 13, 000, which he had taken away from the bank in the manner stated above. The directors then got busy. On taking charge he found that the first respondent had not brought to account the sum of Rs. 13, 000, which he had taken away from the bank in the manner stated above. The directors then got busy. The first respondent, who perhaps had very little funds with him to discharge the loan assisted by P. K. Nedungadi thought of a scheme by which his obligations to the Malayalee Bank were to be consolidated with certain other sums, and for the total indebtedness a mortgage was to be got executed by Mannadiar Saw and Oil Mills Ltd., thereby discharging completely his obligations to the bank. It was accordingly arranged that Mannadiar Saw and Oil Mills Ltd., Palghat, should execute what in effect was the fourth mortgage of its properties for a sum of Rs. 34, 541-5-0. The mortgage is marked exhibit P-19and is dated May 28, 1949. That was executed by the first respondent, Mannadiar as the managing director of Mannadiar Saw and Oil Mills, and Ravi Varma, a director of the mills. The sum of Rs. 34, 541-5-0 the consideration for the mortgage, was satisfaction of the claim which the bank had against the first respondent Mannadiar, and certain other amounts. It is now necessary to set out that amount was made up. We have already referred to the fact that a sum of Rs. 13, 000and been taken away from out of the amount standing to the credit of the Malayalee Bank with the Indo Mercantile Bank in February 1948. When the fourth respondent discovered this diversion of the bank's funds by the first respondent the directors of the bank required that the latter should make up the money with subsequent interest from the date when he had the benefit of it. A sum of Rs. 544 was ascertained to be the amount due by say of interest. After including some other amounts due by the first respondent to the bank, it was found that he was liable to it in a sum of Rs. 14, 623-4-2. (2) The Malayaee Bank had a claim against Ravi Varma for a sum of Rs. 12, 083-9-7. Ravi Varma, who was a director of the Mannadiar Saw and Oil Mills Ltd. and a close friend of the first respondent was a member of the Cochin Raja family, and was a substantial person from whom the amount could easily have been recovered. 12, 083-9-7. Ravi Varma, who was a director of the Mannadiar Saw and Oil Mills Ltd. and a close friend of the first respondent was a member of the Cochin Raja family, and was a substantial person from whom the amount could easily have been recovered. But instead of recovering the amount the first respondent was credited to the extent of Rs. 12, 083-9-0 with a direction to him to realise Ravi Varma's dues to the bank himself in substance an adjustment of the outstanding by the bank to him. The effect of this adjustment was that by giving up the claim against a solvent debtor, the bank added to the liability of its embarrassed managing director. (3) The first respondent Mannadiar, was indebted to one Rukamani Kovailammal sister in law of P. K. Nedungadi the 4th respondent. In order to wipe out this liability a device was adopted. A fixed deposit account for Rs. 6, 000 was opened in the Malayalee Bank in the name of Rukamani Kovailammal. The consideration for the deposit was an undertaking by the first respondent to pay the bank, and that liability was included in the liability under the mortgage executed by Mannadiar Saw and Oil Mills. Subsequently, the fixed deposit amount of Rs. 6, 000 was drawn by the depositor. There can be little doubt on the evidence that the amount was taken for the benefit of the fourth respondent or his relatives. There were two other amounts due from the first respondent which are included. Substantially, the three items of consideration for the mortgage are (1) the wiping out of liability of the managing dictator, the first respondent to the extent of Rs. 14, 623-4-2, (2) wiping out of liability of Ravi Varma a solvent debtor of the bank to the extent of Rs. 12, 083-9-7 and (3) the creation of a fixed deposit for the benefit of the fourth respondent for a sum of Rs. 6, 000. Thus it will be seen that Ravi Varma got a benefit for joining in the execution of the mortgage on behalf of Mannadiar Saw and Oil Mills Ltd., P. K. Nedungadi, the fourth respondent got benefit for bringing about the transaction; and the first respondent Mannadiar obtained relief from his indebtedness to the bank by transferring the liability to the Mannadiar Saw and Oil Mills under the mortgage. The security given under the mortgage was hardly worth anything as subsequent events proved. The first respondent, presumably with a view to create evidence, gave a statement of affairs of the bank as on May 28, 1949, and he included amongst the assets of the company several items which cannot obviously form its assets, and inflated the same at about 3.45 lakhs. Actually, the entire the entire immovable property of the mills was purchased by the junmi himself under the decrees he obtained for the rent due to him. The price fetched in the court auction was about Rs. 5, 000. The movable properties that wee sold fetched about Rs. 2, 829. One of the mortgagees who filed the application for the winding up of Mannadiar Saw and Oil Mills Ltd. has stated in his petition (which has been marked as exhibit P-26 in the case) that after the execution of the hypothecation bond in favour of the Malayalee Bank under exhibit P-19, the mortgagor mills had practically ceased to work and it was found impossible to work the mills successfully. The official liquidator reported in the year 1953 thus "On the 1st and 3rd of this month (December) I went to the mills and saw all other buildings now remaining in a tooting condition. The stone building is somewhat better and it may exist for 2 or 3 years more. The wooden materials of the godown and the hall and the room in front of it and the wooden materials in the roofs have greatly deteriorated during the rains and the above buildings may share the same fate as the tiled sheds in the coming year 1954 between May and September or earlier during the periods of strong winds." * Referring to his attempts to sell the buildings he complained that although he invited tenders above Rs. 5, 000 it met with no response. Subsequently he disclaimed the kanom From the foregoing it will be seen that the assets of the company were worth not even Rs. 10, 000 and it is incomprehensible now the directors of the Malayalee Bank Ltd., if they were really earnest about obtaining some benefit for the bank had agreed to take a third or fourth mortagage of the property not merely for the debt due by Mannadiar but also by augmenting his liability for the benefit of his co conspirators. 10, 000 and it is incomprehensible now the directors of the Malayalee Bank Ltd., if they were really earnest about obtaining some benefit for the bank had agreed to take a third or fourth mortagage of the property not merely for the debt due by Mannadiar but also by augmenting his liability for the benefit of his co conspirators. From what we have stated above it will be clear that far from there being any error of judgment on the part of the directors, the mortgage transaction was a designed and calculated arrangement made with a view to benefit at the expense of the bank, the first respondent the fourth respondent and one Ravi Varma. There was hardly any necessity for an arrangement of that kind. If the first respondent was due to the back in a sum of Rs. 14, 000, it was the duty of the directors to obtain sufficient security for that indebtedness or file a suit against him to recover the movies. It was certainly not necessary to assign to him the liability or Ravi Varma and take the mortgage for that amount as well. Nor was it necessary to create a fixed deposit in favour of Romani Kovailammal, the sister in law of the 4th respondent by adding to the liability of the first respondent. The strange feature of the transaction is that even the personal liability of the first respondent was given up, and the 4th mortgage liability of the Mannadiar Saw and Oil Mills Ltd., which was in its last days taken. There can be no doubt that there has been an abuse of the fiduciary position of the directors in sanctioning the transaction. The directors must have been aware of the financial condition of the mills. They should have also been aware that the company did not have anything more than the kanom right over the properties. The properties themselves were subject to two encumbrances, one in favour of Krishnan Unni and Sankaran Unni for about Rs. 25, 000 and the other in favour of the South India Banking Corporation for a similar amount, although in the mortgage document itself it is stated ( presumably deliberately) that the liability to the South India Banking Corporation was only Rs. 10, 000. The jenmi had first charge over the property for arrears of rent of Rs. 25, 000 and the other in favour of the South India Banking Corporation for a similar amount, although in the mortgage document itself it is stated ( presumably deliberately) that the liability to the South India Banking Corporation was only Rs. 10, 000. The jenmi had first charge over the property for arrears of rent of Rs. 1, 500 per yearFrom what we have stated above, it will be apparent that the security offered by the Mannadiar Saw and Oil Mills for the sum of Rs. 34, 841-6-0 was practically illusory, the property not being sufficient even to answer the first two of its three previous encumbrances. But the transaction was approved at a meeting of the directors held on July 22, 1949. The directors present at the meeting were respondents Nos. 1, 2, and 4. The 4the respondent who had occasion to submit a report on February 24, 150, to the other director had himself stated "The amount drawn by the managing director (first respondent) in overdraft account has been subsequently transferred to his mill account, Mannnadiar Saw and Oil Mills Ltd., and some chendakole security, registered mortgage without titles to support, is given in favour of the bank for nearly Rs. 35, 000 outstanding. The chances of recovery of these amounts are very remote as the mill is not functioning now and cannot be expected to be sold for a price of its indebtedness and there are prior charges as well." * This will show that the directors must have been aware that they were getting practically nothing by extinguishing the liability Mannadiar and Ravi Varma and crating a fresh deposit in favour of Rukmani Kovaliammal by taking a fourth mortgage from the mills. All of them must have been aware of the value of the property. It is contended on behalf of the first respondent by Mr. C. K. Viswanatha Aiyar that excellent security was given by the Mannadiar Saw and Oil Mills Ltd., under the mortgage in exhibit P-1, as the valuation of the property on that date was over Rs. 3.45 lakhs and, therefore, when the directors accepted the mortgage by way of nervation of personal liability of its managing directors they were doing a prudent act. But the valuation of the properties of the mills oat Rs. 3.45 lakhs and, therefore, when the directors accepted the mortgage by way of nervation of personal liability of its managing directors they were doing a prudent act. But the valuation of the properties of the mills oat Rs. 3.45 lakhs was a self-serving statement given by the first respondent with a view to support the transaction entered into by him. The subsequent event have demonstrated beyond doubt that the entirely of the properties could not have been worth more than Rs. 10, 000of But Mr. Viswanatha Aiyar contends that the low price obtained for the buildings and the machinery was the result of the neglect on the part of the en and liquidator of the Mannadiar saw and Oil Mills Ltd. as, according to him , the official liquidator did not take proper care of the materials. We are unable to find anything in the records to support that suggestion. In exhibit p-26, which is an application filed by the mortgagee for winding up the Mannadiar Saw and Oil Mills Ltd., he has detailed the difficulties which he felt in working the mills. He complained that several of the parts were missing even then and that in spite of advancing further capital he could not work the same. Even assuming that the property was worth something substantial, one can say that in the circumstances of the case of the directors were not justified in exonerating its managing director and adding to his liabilities by assigning other debts and taking a fourth mortgagee of the properties of the mills, however valuable they might be. That was a clear case of breach of duty. Mr. Viswanatha Iyer, however, contended that the directors had been vigilant from the beginning as even when the first respondent drew a cheque on the Indo-Mercantile Bank for a sum of Rs. 13, 000 in February, 1948, they had realised that that was the best method of getting something from the Indo-Mercantile Bank for a sum of Rs. 13, 000 in suspense account till the future management of the Indo-Mercantile Bank Ltd. clarified the situation. We had an opportunity of looking into the resolution book and we have no doubt in our minds that the resolution must have been ante- dated and written up some time on October 8, 1948, when the 4the respondent discovered the fraud of the first respondent in regard to that sum. We had an opportunity of looking into the resolution book and we have no doubt in our minds that the resolution must have been ante- dated and written up some time on October 8, 1948, when the 4the respondent discovered the fraud of the first respondent in regard to that sum. There is enough circumstantial evidence in the case to throw doubt on the genuineness of the resolution. We are, therefore, unable, with great respect, to agree with the learned judge that this is a case of error of judgment on the part of the directors. From what we have stand above, it will bed plain that it was a deliberate and concerned attempt on the part of the directors to shift the first respondent's liability to the Mannadiar Saw and Oil Mills Ltd., whose substratum had by then gone. Incidentally, a director of the Mannadiar Saw and Oil Mills Ltd. was benefited to the extend of his liability to the Malayalee Bank; there is a legitimate suspicion that it must have been the price paid to him for joining in the mortgage. The fourth respondent who brought about the transaction also benefited. It is unnecessary for us to investigate whether this amounts to a criminal office or not. But it is clear that the has been a serious breach of duty on the part of the directors which as resulted in the misapplication with the consequent loss of funds of the bank. The question then is as to how far each of the directors should bear the loss. So far as the first respondent, P. S. Mannadiar, is concerned, there can be no doubt that he must pay the entire sum covered by the mortgage together with interest as claimed by the official liquidator in summons. The second responded, though a party to the resolution, did not in any way personally profit by the transaction. He could not have known on February 18, 148, the abstraction of the Rs. 13, 000 by the first respondent from out of the amounts standing to the credit o the Malayee Bank Ltd. in the Indo- Mercantile Bank Ltd., But he must have become away of the same, however, on 8the October, 1948, when the fourth respondent unearthed the diversion of funds. 13, 000 by the first respondent from out of the amounts standing to the credit o the Malayee Bank Ltd. in the Indo- Mercantile Bank Ltd., But he must have become away of the same, however, on 8the October, 1948, when the fourth respondent unearthed the diversion of funds. It was then the duty of the second respondent to have collected the sum of Rs 13, 000 from the first respondent. Indeed, he proceeded to sanction the acceptance of the mortgage from the Mannadiar Saw and Oil Mills Ltd. in substitution of the liability of the managing director. He must, therefore, be held liable to pay the excess sum of about Rs. 18, 000. But having regard to all the circumstance in the case, we are of opinion that some relief should be given to him under section 281 of the Indian Companies Act, 1913. We fix his liability at Rs. 5, 000. This amount will be recovered from him only after exhausting all the remedies against the other respondentsSo far as respondent No. 3 is concerned, he was to a party to the resolution sanctioning the mortgage. He had himself resigned on March 13, 1`949. He will be under no liability The 4the respondent, P. K. Neldungadi, was undoubtedly the going spirit forth arrowhead perpetrated by the first respondent. He obtained a benefit in opening a fixed deposit in favour of his sister-in- law and releasing the same while he was in active management as the managing director of the bank he was in active management as the managing director of the bank. That scruples were not amongst his virtues is plain from the fact that he who engineered the mortgage transaction described the same within a few months thereafter in his report to the directors. He should be made liable to the entire extent. But for his help the first respondent could not have avoided his liability or been permitted to realised the unpaid purchase money from the Mannadiar Saw and Oil Mills Ltd., which he had no hopes of re-leasing. He should be made liable for the entire amount decreed against the first respondent The fifth responded ceased to be a director from 8the October, 1948.No liability will attach to him under this head We, therefore, pass a decree against respondent Nos. 1 2, and 4 on the terms prayed for. He should be made liable for the entire amount decreed against the first respondent The fifth responded ceased to be a director from 8the October, 1948.No liability will attach to him under this head We, therefore, pass a decree against respondent Nos. 1 2, and 4 on the terms prayed for. Respondent No2 will be liable to pay Rs. 5, 000 only. The official liquidator will be titled to recover his costs from respondents Nos. 1 and 4 here, and before the learned judge.