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Judgment
Manjula Chellur, C.J.—Heard Learned Counsel appearing for the complainant as well as Additional Solicitor General of India. The present contempt proceedings came to be initiated on the basis of reference order dated 9.7.2012. The genesis for this present situation is pendency of Exhibit P8, a Company Petition before the Company Law Board. W.P.(C).No. 7449 of 2011 came to be filed by the complainant against Company Law Board and others, including private respondents, seeking a direction to Company Law Board to dispose of Exhibit P8 Company Petition pending before the Board. As a matter of fact, the said Writ Petition was not at all resisted by the present contemnor, i.e., the fourth respondent before learned Single Judge. This led to allowing the Writ Petition, wherein paragraph 4 is very relevant, which reads as under:
Considering the limited nature of the relief pressed before this Court, it is not necessary to go into the facts and figures with regard to the various reliefs sought for. The writ petition is disposed of directing the fourth respondent/Board to consider Ext. P8 and pass final orders in accordance with law, after hearing all the parties concerned as expeditiously as possible, at any rate, within four months from the date of receipt of a copy of this judgment.
The entire controversy revolves round this direction and according to the complainant, the said direction was not complied with only on account of disobedience shown by the respondent-contemnor. On the other hand, learned Assistant Solicitor General of India submits, reply affidavit filed today indicates the compelling reasons why there was delay in disposal of Exhibit P8 pending before the Board, therefore, there is no wilful disobedience of any direction of the court. As the statement filed earlier along with the order sheet of Company Law Board pertaining to Exhibit P8 in C.P. No. 109 of 2010 was not indicating reasons for the delay, we directed ASGI to file affidavit of the respondent-contemnor explaining reasons for the delay. In that view of the matter, a reply affidavit came to be filed today.
Judgment in W.P.(C).No. 7449 of 2011 is dated 27.5.2011. We have already mentioned above the direction issued by learned Single Judge. Four months time from the date of receipt of a copy of the judgment was granted by learned Single Judge to the contemnor to dispose of Exhibit P8. Copy of the judgment was produced before the respondent only on 19.7.2011. Exhibit P8 had to be disposed of on or before 19.11.2011. Apparently, the matter came to be disposed of only on 6.7.2012 by the successor-in-office of the respondent-contemnor. In the reply affidavit, right from the date of receipt of copy of the judgment on 19.7.2011, all the details, which compel postponing of disposal of Exhibit P8, are indicated and according to the respondent, these circumstances were beyond her control and therefore, she could not dispose of the matter on or before 19.11.2011. It would be just and proper to reproduce relevant paragraphs of the reply affidavit in order to understand and arrive at a conclusion whether there was wilful disobedience on the part of the respondent in disobeying the directions of the court. Paragraphs 3 to 9 of the reply affidavit are relevant, which read as under:
I demitted the office on superannuation on 01.06.2012 and the case was disposed of by my successor in office on 06.07.2012. It is submitted that I was the only member in the Chennai Bench of the Company Law Board having jurisdiction in all the southern states. In Chennai Bench of the Company Law Board, there are two benches. Sitting in Bench I is being held in the morning session and sitting in Bench II is being held in the afternoon session. I was getting directions from four High Courts and the Hon''ble Supreme Court. Pressure of work was so heavy that compelled me to seek extension of time for the compliance of the judgments. In the case on hand, I sought extension of time on 21.03.2012. My successor in office also sought extension on 13.06.2012 before finally dismissing the Company Petition on 06.07.2012.
Being a quasi judicial statutory authority, the Company Law Board has to exercise power and discharge duties in accordance with the legal provisions and principles of natural justice. The precise direction of this Honourable Court in the above judgment was to pass final orders in accordance with law, after hearing all the parties concerned. It is respectfully submitted that I could not expedite the proceedings because of the lethargy of the parties, particularly the petitioner in completing the pleadings. The above Company Petition was filed by the petitioners only on 21.12.2010. When the petitioner produced the copy of the above judgment before me on 19.07.2011, the matter was not ripe for hearing. Since the process was not complete, the proceedings had to be adjourned to 08.08.2011, 15.09.2011, 12.10.2011 and finally to 22.11.2011. Exparte orders were passed against the respondents. Immediately they filed petitions to set aside the ex-parte orders and those petitions were allowed the interest of justice and time was granted to them to file counter and the petitioner to file rejoinder. The respondents 3 to 7 filed a memo on 07.02.2012 for adopting the counter filed by the 1st respondent. Then the case was posted to 21.03.2012 for hearing.
When the above matter was taken up for hearing on 21.03.2012, the three petitioners were not in unison and were making conflicting submissions. The originally conjoined petitioners were separated by that time and different counsels were appearing for them. The counsel for the 1st petitioner was ready to argue but the counsel for the other petitioners wanted time to file additional rejoinder. I yielded to the pressure for adjournment, despite the time limit fixed by this Honourable Court, because, being a petition seeking an inquiry into the affairs of the respondent company, I thought it would be just and proper to receive all the pleadings.
Further, it is submitted that my sister-in-law was hospitalized in Kochi on 01.09.2011 and she died after 12 days. Immediately thereafter my brother was hospitalized and he too died on 11.10.2011. Apart from these unfortunate incidents in my family, I was also afflicted with dengue infection which prevented me from attending to my job with diligence for a brief period. So also the procrastination of the parties, especially the petitioner contributed much to the delay in complying with the direction of this Honourable Court. He pleadings were not complete when the case was taken on 21.03.2012 and the case was posted for hearing to 26.04.2012 and then to 13.06.2012. By that time I got a direction from the Honourable Chairman of the Company Law Board not to take up any fresh matter for hearing in view of my imminent superannuation. When the case was adjourned on 21.03.2012, I instructed the Registry to seek extension of time for three months.
It is submitted that the above Writ Petition was filed by the petitioner without disclosing the real facts before this Honourable Court. After the above adjournment, the petitioner had produced the same before me only after nearly two months. Even after the production of the above judgment, the conduct of the petitioner was not conducive to a time bound disposal. I could have disposed of the case without giving any accommodation to the parties, including the petitioner. I did not do so because the direction from this Honourable Court was to pass final orders in accordance with law and after hearing all the parties concerned. I was earnestly and sincerely trying to carry out the order to the letter but at the same time I could not ignore the spirit. I sincerely and deeply regret my failure to comply with the direction of this Honourable Court without giving rise to the present Contempt Case. It happened in circumstances narrated above, which were beyond my control. As a person who was in the service of this Honourable Court for four decades, first in the High Court service and then in the Kerala Judicial Service, I have the highest regard and respect for this Hon''ble Court. With profound regret I tender my unconditional apology and pray that I may be absolved from the charge of contempt by accepting this affidavit.
It is respectfully submitted that the delay that had occurred for complying with the direction of this Hon''ble Court was not due to any willful laches or negligence on my part but due to unavoidable circumstances narrated above. During my tenure as Member (Judicial) of the Company Law Board, Chennai, I have done nothing that can be treated as contempt of the lawful orders passed by this Honourable Court.
The above Company petition was finally disposed of vide order dated 06.07.2012. It is most respectfully submitted that in view of passing of the final orders on the Company Petition, the judgment passed by this Honourable Court has been fully complied with in its true letter and spirit. It is most humbly submitted that the delay that has occurred is not willful or deliberate. I have always given utmost importance to the orders/judgments of this Honourable Court. The delay that has occurred in passing final orders in the Company Petition was due to the reasons stated above and the same is deeply regretted and I tender my unconditional apology to this Honourable Court.
The entire affidavit by paragraphs indicates, from time to time what were the reasons for the said delay. It is unfortunate that she was the only Member for four States and she had to deal with Company Petitions pertaining to four States including State of Kerala. It is also explained that several directions from four High Courts and Supreme Court were issued from time to time in different matters and this was the pressure of work explained by the respondent. In the meanwhile, her brother and brother''s wife died within a span of 2-3 months apart from her hospitalisation with dengue infection in 2011. Then coming to the Company Petition, she has also explained that as on 19.11.2011, the status of the proceedings was at the stage of service of notice to the respondents. Therefore, process had to be completed and there were ex-parte orders against some of the respondents. They filed applications for setting aside the ex-parte orders and those petitions came to be allowed only in the year 2012. On 21.3.2012 the matter was ripe for hearing and disposal. Paragraph 5 of the reply affidavit clearly indicates why the matter could not be heard after 21.3.2012. Having regard to the explanation given by the respondent, one has to proceed with the contempt proceedings keeping in mind the number, which govern the proceedings in a civil contempt. Unless there is wilful disobedience of the direction of the court, the court should not proceed with the contempt proceedings and whether the explanation given by the respondent is an acceptable explanation with genuine reasons is also left to the discretion of the court to consider and then opine whether there was wilful disobedience or not. The contempt proceedings cannot be treated as an execution petition to execute the directions given by the court. Direction in the Writ Petition was to dispose of Exhibit P8 within four months from the date of receipt of a copy of the judgment after hearing both sides. Explanation given in the affidavit indicates, the very process of service was not complete and even after completion of the service of process in the matter, petitions to set aside the orders came to be filed. If the direction was to hear both the parties and then decide the matter on merits, even petitions to set aside the orders have to be heard and disposed of. In the affidavit, along with the personal difficulties faced by the respondent, she explained in the affidavit what definitely kept her away from disposing of the petitions on merits within the time granted by this Court. The explanation given now along with the documents produced with the reply affidavit of the respondent convince us that there is no wilful disobedience of any of the directions of this Court and if at all the respondent was unable to dispose of Exhibit P8, which was due to reasons beyond her control only.
In that view of the matter, we are of the opinion, the contempt proceeding does not warrant further action and accordingly, the same is closed.