JUDGMENT The judgment of the Court was as follows : Sen, J.: Four matters having a common background and arising out of inter connected set of facts have been heard together-all of them being assigned to us by the learned Chief Justice. Of the four matters, two are Rules issued on as many applications for contempt filed by Messrs. Effective Trade House Private Limited, one is an application tiled by the Joint Receivers and the other is a writ appeal directed against an interlocutory order. All these matters centre round a consent order dated September 1, 1977, passed by this Court in disposing of an appeal arising out of a proceeding for appointment of Receiver, being F.M.A. 725 of 1977. For consideration of the issues involved in these matters it would be necessary to refer to the facts in some details which are set out hereunder. 2. On October 14, 1976, United Bank of India (hereinafter referred to as the bank), one of the nationalised banks, instituted Title Suit No. 114 of 1976 in the 10th Court of the learned Subordinate Judge at Alipore against United Flour Mills Company Limited (hereinafter referred to as the Company) for recovery of a sum of Rs. 65,72,292.57 being the amount then due on account of loan and advances made to the Company from time to time on enforcement of a charge on the hypothecated assets and properties of the Company. 3. In this suit, both the plaintiff bank and the defendant Company filed applications for appointment of Receiver. While the bank wanted a Receiver to be appointed to take possession of the Company's assets and properties and sell the same, the Company wanted such as appointment for running the mill. Both these applications being heard together, the learned Subordinate Judge disposed them of by his order dated April 23, 1977. The learned Subordinate Judge held that the plaintiff had not been able to make out any case for appointment of a Receiver to sell off the assets and properties of the Company at that stage though "the bank can surely have a Receiver appointed with a direction to take possession of the securities in view of the fact that a huge amount remains outstanding on account of the loan". He further held that the Receiver so appointed should take charge of all the securities but at the same time will allow the defendant to run the business with those securities. Accordingly, two learned Advocates Shri Rupendra Kumar Ghosh and Sri Dilip Kumar Mukherji were appointed Joint Receivers who were directed to take possession of all the securities and then make a survey and inventory of all the charged and hypothecated assets including book debts both present and future. By that order, the existing management of the Company was given liberty to "run the business with the side assets but under strict control and supervision of the Receiver", they were to submit fortnightly reports of their transaction both to the Receivers and to the bank, all transactions were to be operated through a special account to be opened with the plaintiff-bank. The plaintiff-bank was given the option to allow further and new credit facilities to the defendant Company for running its business and the order further directed that in the event the bank choose not to do so the defendant Co. would have liberty to secure fresehs credit facilities from any other banking establishment but without encumbering ,he securities hypothecated to the bank and that such banking accommodation was to be secured through the Receivers and on notice to the plaintiff. The plaintiff bank felt aggrieved by the order so passed by the learned Subordinate Judge and preferred the above appeal to this Court, namely, F.M.A. 725 of 1977. 4. This appeal was disposed of as between the plaintiff bank and the defendant Company by an order dated September 1, 1977, recording a settlement between them. The terms of settlement envisaged that the defendant Company would run the mill with the assistance of a financier, namely, Effective Trade House Private limited (hereinafter referred to as the financier). Amongst others the terms provided that the Company will pay to the bank the entire surplus income from the running of the mill as per expected cash flow set out in the settlement annexed to the terms of settlement subject to a minimum of Rs. 25,000/- per month which will be appropriated by the bank in protanto satisfaction of their claim against the Company. 25,000/- per month which will be appropriated by the bank in protanto satisfaction of their claim against the Company. The terms incorporated a draft agreement which the Company was to enter into with the financier and further provided that the Company will not modify or renew the proposed agreement to be so entered into with the financier without the knowledge and consent of the plaintiff bank. The terms provided for certain safeguards for the plaintiff bank and their securities. The settlement then provided that the order under appeal be affirmed subject to the modification as per the terms of settlement and the Joint Receivers were directed not to interfere with the running of the mill but to he co-operative with the financier in discharging their obligations under the terms of the agreement. 5. The cash flow statement which forms a part of the settlement was prepared on the basis of a monthly production that is crushing of 2,400 M.T. of wheat though the crushing capacity of the mill was 3,000 M.T. of wheat per month and it had an allotment of wheat of that quantum per month from the Food Corporation of India. The expected cash flow as per this statement envisaged payment of Rs.3,00,000/- to the plaintiff bank in the first completed year of its operation, Rs.6,00,000/- in the second and Rs. 7,00,000/- and odd in the succeeding 3 years. It, however, indicated that the parties expected increased production resulting in additional surplus income to be paid to the plaintiff bank. 6. The draft agreement to be later entered into between the Company and the financier, inter alia, provided that the financier with their own advances would have a cash credit and current account opened for the company with the Syndicate Bank for an amount not exceeding Rs. 6. The draft agreement to be later entered into between the Company and the financier, inter alia, provided that the financier with their own advances would have a cash credit and current account opened for the company with the Syndicate Bank for an amount not exceeding Rs. 20,00,000/- as would be required and considered reasonable or sufficient for carrying on the business of the mill and to meet the price, cost and charges of procuring 3,000 M.T. of wheat monthly from the Food Corporation of India; under the agreement the financier was given a paramount lien, subject to payment of wages of the employees, on the sale proceeds of all the wheat products produced from the wheat purchased on the financier's advances by way of security for due repayment of all such advances; the agreement envisaged that the mill should be run under the supervision of the financier and it provided that the financier would be entitled to appoint two or more persons- as its representatives to be present at the mill premises or at the head office of the company to supervise and inspect the procurement and crushing of the wheat, sale and disposal of the wheat products and inspect all accounts, vouchers and bills in connection with the same, under the terms the financier would get in addition to the interest on the advances made by them at the rate specified in the agreement, commission on the gross sale of the wheat products at the rate of 1 %. The agreement provided preparation of monthly audited accounts to the satisfaction of the financier. In consonance with the settlement with the plaintiff bank this agreement incorporated a term that the company will pay of the plaintiff bank the entire surplus income from the running of the mill of the said company as per expected cash flow statement referred to hereinbefore which again was made a part of ,he agreement itself subject to a minimum payment of a sum of Rs. 25,000/-per month such payment was provided to be made regularly by the company directly or though the financier to the plaintiff bank. The agreement was to remain Valid to the first instance for a term of 5 years with an option to the financier to terminate the same on 3 months' previous notice in writing to the company. 25,000/-per month such payment was provided to be made regularly by the company directly or though the financier to the plaintiff bank. The agreement was to remain Valid to the first instance for a term of 5 years with an option to the financier to terminate the same on 3 months' previous notice in writing to the company. Lastly, the agreement provided that during the subsistence of the agreement the management of the company insofar as it relates to the transaction under the agreement shall be under the direct control of financier subject to the supervision of the Receivers appointed by the Court. 7. On September 9, 1977, the defendant Company executed the aforesaid agreement in terms of the draft in favour of the financier. 8. It, however, appears that instead of the defendant Company itself running the mill under the supervision of the financier in terms of the agreement so entered into between the financier and the company, They handed over the running of the mill to the financier on the basis of an irrevocable power of attorney executed by them on December 15, 1977, in favour of the financier. 9. It appears that the financier by running the mill claimed to have repaid some statutory and non-statutory sums which were outstanding as dues from the company and paid a 8um of Rs. 13.50 lakhs to the plaintiff bank in course of 30 months they had run the mill on the authority of the power of attorney from the defendant company. In later months, however, it appears disputes and differences cropped up between the defendant company and the financier since according to the defendant company the financier was not putting in sufficient advance to purchase 3,000 M.T. of wheat and mill the same at the mill premises which would have resulted in sufficient surplus income to repay the plaintiff-bank's liability reasonably and sufficiently. The company made a grievance that while the company was suffering an annual liability of over Rs. 9,00,000/- by way of interest on its outstanding debt Co the plaintiff bank, payment of Ra. 13.50 lakhs in course of 30 months could hardly meet even the recurring liability towards interest. The company made a grievance that while the company was suffering an annual liability of over Rs. 9,00,000/- by way of interest on its outstanding debt Co the plaintiff bank, payment of Ra. 13.50 lakhs in course of 30 months could hardly meet even the recurring liability towards interest. The parties to the agreement entered into correspondence over such a dispute and the defendant company took the stand that the financier was wilfully under-operating the mill to keep the company encumbered and prolong their hold over the company, particularly when the financier was suffering no loss as they were realising their commission on the gross sale. It is, however, not in dispute that in running the mm the financier was not crushing even 2.400 M.T. of wheat as envisaged by the cash flow statement, far less 3,000 M.T. which was the expectation between the parties. As a matter of fact, the financier could crush nothing more than 1,650 M.T. of wheat in a month. 10. In the background of the aforesaid circumstances, the plaintiff bank filed an application on April 10, 1980, in the aforesaid appeal for modification of the aforesaid consent order dated September 1, 1977. In this application the bank pleaded that the object and purpose of the consent order was to see that the mill of the defendant company is run properly and its resources are utilised to its full capacity or at least to the minimum extent of crushing 2,400 M.T. of wheat per month so that the mill can be saved while repaying its liability to the plaintiff but the mill is not being run properly and upto the expectation as a result whereof the interest liability goes on accruing thereby affecting the securities and resulting in further errosion of such securities to the utter loss and injury of the plaintiff. The first prayer in this application was to the effect that in modification of the order dated September 1, 1977, and in termination of the arrangement mentioned therein the company, its constituted attorneys, servants and. The first prayer in this application was to the effect that in modification of the order dated September 1, 1977, and in termination of the arrangement mentioned therein the company, its constituted attorneys, servants and. assigns to deliver to the Receivers the physical possession of the stock of wheat indented, paid for, stored and lying at the mill premises or elsewhere and the flour and the wheat products manufactured or in the process of manufacture in the mill belonging to or in the account of the company and all gunny bags, stores, book debts, claims, indents, papers and documents relating thereto. The second prayer was for a direction upon the Receivers (i) to take physical possession and to make inventory of the stock of wheat indented, paid for, purchased and lying in the mill premises or in the, process of manufacture and to take delivery of the wheat in transit and to complete the milling of the wheat in the process of manufacture in the mill with the help and assistance of the company and all gunny bags, stores, book debts, outstanding claims, demands and all papers and documents relating thereto or in connection therewith and to make a valuation there with the aid of a competent auditor and upon such determination sell or realise the value of such stock and claims and after making payment of all running expenses upto such date when such sales are completed including the wages and salaries of the workmen and the staff, electricity bills, transport, essential stores, cost and expenses of sale, to deposit with the trial Court the net sale proceed s thereof for payment of dues, if any, of the company to its financier and other creditors in the usual course of business, and (ii) to take physical possession and control of the credit balance lying in the current accounts maintained in the name of the company with the Syndicate Bank, United Commercial Bank or any other bank under intimation to such bank or banks for payment by the trial court all dues, if any, of the company to its financier and other creditors in the usual course of business. The third and fourth prayers were for injunction restraining the company and for its constituted agent from purchasing any wheat against the allocation of the company and/or disposing of or otherwise encumbering the stocks stores and other assets or from withdrawing any credit balance or any portion thereof lying with the banks. The fifth prayer was for an interim order in terms of the aforesaid prayers and the sixth one was for an order of injunction restraining the company from running the mill. 11. In this application, the plaintiff bank did not make the financier a party obviously because the financier was not a party to the appeal or to the consent order. They, however, obtained an ex parte interim order from this Court on April 24, 1980, in terms of the second prayer referred to hereinbefore as a result whereof the financier was thrown out of possession and control of the mill by the Receivers. The financier intervened but their prayer for modification of the order dated April 24 1980, being refused they were permitted to file an affidavit to contest the application filed by the plaintiff bank. The said application when it came. up for final hearing on Ju1y 11, 1980, the plaintiff-bank prayed for leave to withdraw the said application and this court passed the following order : "On this application certain interim orders were passed by us from time to time by which the terms of settlement incorporated in our order dated September 1, 1977, were modified to a certain extent. In view of the statement made by Mr. Deb, we allow him to withdraw this application. The result of withdrawal of this application, is that all interim orders passed by us on this application are vacated and the arrangement made by virtue of our order dated September 1, 1977, passed in F.M.A.T. No. 1242/77 (same as F.M.A. No. 725/77) and the connected Rule will prevail. In terms of an interim order passed by us on this application the Receivers/Special Officers were directed to deposit the money obtained from sale of the wheat products in a separate banking account. In terms of an interim order passed by us on this application the Receivers/Special Officers were directed to deposit the money obtained from sale of the wheat products in a separate banking account. Receivers and Special Officers are directed to deposit the outstanding balance in that account in the banking account of the Syndicate Bank, Shyambazar Branch and the United Commercial Bank, Jatindra Mohan Avenue Branch which were being operated by the financier, the Effective Trade Home Private Limited, by virtue of a power of attorney executed by the United Flour Mills Company Limited in favour of the financier, the Effective Trade House Private Limited." 12. Such an order being passed by this court the financier wrote a letter to the Joint Receivers with a copy thereof being forwarded to the said company on that very day intimating the order of the court dated July 11, 1980, and requesting them to allow the financier to resume functioning of the mill on the arrangement existing prior to the order of the court dated April 24, 1980. The said company, however, on their part issued a notice upon the financier terminating the agreement dated September 7, 1977, with the financier alleging therein varied grounds of breach of the agreement by the financier resulting in frustration of the said agreement. By the said notice the said company also purported to revoke and cancel the power of attorney which was granted to the financier. An, attempt on the part of the directors of the financier to enter the mill premises was physically resisted on behalf of the company. On July 12, 1980, the financier served a notice on the said company disputing the bona fides of the termination of the agreement and denying the allegations of breach made in their notice and further demented restoration of possession of the mill in the light of the order of this Court dated July 11, 1980. The Company, however, refused to concede the demand so made; the financier and their men were physically resisted from entering into the mill premises and on the contrary the company started running the mill themselves obtaining wheat from the Food Corporation of India. 13. The Company, however, refused to concede the demand so made; the financier and their men were physically resisted from entering into the mill premises and on the contrary the company started running the mill themselves obtaining wheat from the Food Corporation of India. 13. In that background on July 22, 1980, the financier filed an application for contempt on the alleged ground of wilful disobedience to and violation of this Court's orders dated September I, 1977, April 24, 1980 and July 11, 1980, which has given rise to the first contempt Rule, being C. R. No. 2612 of 1980 now under consideration. 14. This court in issuing the above Rule on July 25, 1980, made a further interim order to the effect "pending the disposal of this Rule the alleged contemner/respondents are restrained from interfering with work of management of the Joint Receivers/Special Officers appointed by the trial court as contemplated in our order dated September 1, 1977, passed in F.M.A. No. 725 of 1977". 15. More or less simultaneously the Joint Receivers filed an application on July 25, 1980, praying for directions. In this application the Joint Receivers stated that after this Court's order dated September 1, 1977, in terms of an arrangement entered into by the company with the financier, it was the financier who were running the mill until April 24, 1980, when the Joint Receivers took over possession of the mill from the financier, that order dated April 24, 1980, having been vacated and in order to implement the later order of this court dated July 11, 1980, the Joint Receivers on notice to the parties went to the mill for handing over the charge to the financier but they were not allowed to do so and further the mill manager also failed to furnish the necessary accounts of transaction carried on between April 30, 1980 and July 11, 1980, and as such, the company was preventing implementation of the directions of this Court incorporated in its order dated July 11, 1980. On the other hand, the company were themselves running the mill contrary to the arrangement which wore arrived a' consequent to the order dated September 1, 1977, which arrangement was directed to be restored by the order dated July 11, 1980. They prayed for an order on the company directing them to act according to orders dated September 1, 1977 and July 11, 1980. They prayed for an order on the company directing them to act according to orders dated September 1, 1977 and July 11, 1980. This application is one of the matters now under consideration by us referred to hereinbefore. 16. On this application this court passed a further interim order on July 25, 1980, directing the company, and Santanu Chowdbury, one of the directors thereof to act according to the orders and directions of the court, particularly the order dated September 1, 1977 and July 11, 1980 and further injunction the said respondents from interfering with the Receivers in the discharge of their duties and from running United Flour Mills without the consent and permission of the Receivers. By this interim order, the said respondents were further directed to act in terms of and in pursuance of the orders of this Court and they were further restrained from selling, transferring, charging, disposing or otherwise dealing with the assets, mills and machineries of United Flour Mills without the consent and concurrence of the parties. 17. The aforesaid order dated July 25, 1980, was communicated to the said company on July 28, 1980. Furthermore, the Joint Receivers further issued a notice that they would visit the mill premises on July 28. 1980, at 1-30 p.m. and requested all the parties to be present at the mill premises when the Receivers proposed to take necessary steps to act in terms of the orders of the Court dated September 1, 1977, July 11, 1980 and July 25, 1980. On July 28, 1980, when the representative of the financier went to the mill premises to attend the meeting called by the Joint Receivers they were not allowed entry into the mill premises. Though the Joint Receivers were allowed access to the mill premises, in the absence of the representative of the financier they failed to discharge what according to them were their obligations under the aforesaid orders of this Court. The matter being mentioned before the Court, the court expressed its view in its order dated August 1, 1980. Though the Joint Receivers were allowed access to the mill premises, in the absence of the representative of the financier they failed to discharge what according to them were their obligations under the aforesaid orders of this Court. The matter being mentioned before the Court, the court expressed its view in its order dated August 1, 1980. That a dispute has arisen between the parties about the effect and purport of the orders passed by this Court from time to time which is required to be considered In considering the Receivers application the hearing whereof was adjourned with certain directions including a direction that "the Receivers will be entitled to ask for such assistance from the appropriate authorities as they may stand in need of for implementing the orders passed by this Court on 1.9.77 and 11.7.80" 18. Several attempts even thereafter by the Joint Receivers to restore possession of the mill to the financier failed and the company and its Directors, notwithstanding the order of injunction then in force continued to run the mill all by themselves without the consent of the Receivers. That led the financier to file a second application for contempt on January 14, 1981, which gave rise to the second contempt Rule being C. R. No. 272 of 1981 which is now under consideration by us. 19. Next we proceed to set out the facts which led to the writ appeal which has been heard analogously with the aforesaid three matters. We have already pointed out that once the said company had terminated the agreement dated September 7, 1977; with the financier and took over physical possession of the mill under the cover of this Court's order dated April 24, 1980, they started to run the mill themselves. This they continued to do notwithstanding the subsequent orders of this court dated July 11, 1980 and July 25, 1980. All attempts on the part of the Joint Receivers to restore possession of the mill to the bands of the financier having failed, the said company event on running the mill even without the consent or permission of the Receivers and for all practical purposes ignoring the Receivers altogether. Now running the mill would require taking delivery of wheat from the Food Corporation of India under the permit issued by the Director, District Distribution, Procurement and Supplies, Government of West Bengal. Now running the mill would require taking delivery of wheat from the Food Corporation of India under the permit issued by the Director, District Distribution, Procurement and Supplies, Government of West Bengal. It appears that both the Joint Receivers us also the financier wrote to the said Director requesting him not to allow the said company to draw the wheat and with such wheat to run the mill in violation of the court's order of injunction and they referred to some of the aforesaid orders passed by this Court. To view of such communications received by the Director the Director wrote a letter dated August 30, 1980, to the said company intimating: "It appears nut different parties obtained various orders from different courts at different times. From all these papers the position seems to be very confusing to the Directorate. You are requested to obtain appropriate order from the competent court and place certified copy of the order before this Directorate for compliance." In doing so, the Director forwarded copies of communications and orders of the court received by him from the Joint Receivers as also from the financier. Further release of wheat in favour of the company was held bank in the meantime and that led the company to move an application under article 226 of the Constitution of India on September 9, 1980, challenging the order of the Director, District Distribution, Procurement and Supplies incorporated in his letter dated August 30, 1980. An appropriate writ was prayed for staying the said direction and further directing the Director and the authorities under him not to withheld allotment or delivery of the monthly quota of wheat to the company acting on the representations of either the financier or the Joint Receivers. 20. A Rule was obtained from a learned single Judge of this Court on September 9, 1980, with an interim order of injunction; "restraining the respondents from giving any effect or further effect to the impugned notice dated 30.8.80 issued by the Director, District Distribution, Procurement and Supplies as mentioned in Annexure 1' to the petition for a period of 3 weeks from to-day with liberty to pray for extension of the interior order with notice to the respondents." 21. No sooner the financier could know of issuance of such a Rude with such an interim order they mentioned the matter before the learned single Judge for vacating the interim order and, as such, the matter came up for hearing on September 12, 1980, in the presence of the parties. On that day, the learned single Judge passed the following order : "It appears from the various orders placed before this Court that the dispute relating to the position of the financier as well as of the Receivers vis-a-vis United Flour Mills and the bank concerned is already pending before a Division Bench of this Court and certain orders have been passed also giving certain directions on the parties to allow the Receivers to act in accordance with the terms of the order made by the court from time to time, in other words, the matter is already in seison of the Division Bench. In such circumstances, it is just and proper that no order shall be passed by this Court which will go to complicate the matter or will be contrary to any order passed by the Division Bench. I, therefore, vacate the interim order passed on 9.9.80 and direct that the matter be placed before the Division Bench for appropriate orders. Parties are at liberty to make their respective submissions before the Division Bench at the time of bearing of this matter." 22. Feeling aggrieved the said company has preferred a writ appeal to this Court being F.M.A.No. 29 of 1981 (F.M.A.T. No. 2734 of 1980) which is being heard analogously with the three matters referred to hereinbefore. 23. Having set out the facts we now propose first to consider the two applications for contempt filed by the financier. In the first of such applications the case pleaded by the financier-petitioner is that they being put in charge of tuning the mill in terms of the Comment order dated September 1, 1977, referred to hereinbefore they put in their own finance and they revived the mill which was lying defunct for more than 1 and ½ years. According to them once they started operating the mill successfully and earning profits, the company felt tempted to oust them from the control of the mill and utilize the finance already provided by the financier for running the mill by themselves. According to them once they started operating the mill successfully and earning profits, the company felt tempted to oust them from the control of the mill and utilize the finance already provided by the financier for running the mill by themselves. With that motive the company in collusion and in collaboration with the bank moved the ex part application dated April 24, 1980, referred to hereinbefore for having the consent order vacated and on that application they obtained an ex parte order as a result whereof the financier was ousted from the mill by the Receives. When the financier intervented and obtained leave from the court to file an affidavit on their own behalf and contest the said application, the company and the bank apprehending their inability to sustain such a prayer fell back and made a subterfuge move when they filed a petition of compromise as between them in the trial court to have the suit itself disposed of on certain terms so that as a result thereof the interim order with all consequent arrangements made therein would fall through. Having tiled such an application in the trial court, the company and the bank withdrew the application for vacating the consent order which was tiled on April 24, 1980, and thus avoided a confronted adjudication. The court, however, apprehending the mala fide motive while allowing tae application to be withdrawn specifically directed that the prior arrangement is to be restored. But in spite of such a specific order dated July 11, 1980, the company would not allow the financier to be restored to possession of the mill of which they were in possession in terms of the agreement between the parties entered into under the consent order dated September 1, 1977. the company wrongfully and illegally terminated the agreement on July 11, 1980, and openly prevented the representatives of the financier to enter the mill premises. They further prevented the Joint Receivers to restore the old arrangement in spite of the best efforts made by the said Receivers. All this was done in flagrant breach of the order dated July 11, 1980, and to circumvent and render ineffective the orders of this Court. They further prevented the Joint Receivers to restore the old arrangement in spite of the best efforts made by the said Receivers. All this was done in flagrant breach of the order dated July 11, 1980, and to circumvent and render ineffective the orders of this Court. Having made such a case the financier in their application has pleaded the following acts on the part of the company to constitute contempt:(a) Not complying with the order of this Court dated September 1, 1977, and preventing others from implementing and complying with the arrangements made by virtue of the said order. b) Filing the compromise petition before the trial Court with the term to dispossess and discharge the Receiver in wilful disobedience of the order of this Court dated April 24, 1980. c) Cancelling the agreement dated September 9, 1977, and the arrangement arrived at by virtue of the order of this Court in deliberate disobedience of this Court's order dated July 11, 1980. d) In not allowing the representatives of the petitioner to enter into the mill premises and preventing the petitioner from discharging the duties and obligations under the aforesaid arrangement. e) In deliberately obstructing, preventing to carry out the arrangement made by virtue of the order of this Court dated September 1, 1977, which is prevailing under the order dated July 11, 1980. f) By continuous wilful violation of the order of this court dated July 11, 1980, by not withdrawing the cancellation of the previous arrangement and the notice dated July 11, 1980, and by not allowing the petitioner to enter into the mill premises. 24. On the grounds so pleaded the petitioner has prayed that the company-respondent No. 1 and its two directors respondent Nos.2 and 3 should be held guilty of contempt of this court and appropriate penalty should be imposed on them for such contempt. 25. In contesting this application the company and its two directors respondent Nos. 2 and 3 have filed an affidavit-in-opposition. In this opposition they have denied all the material allegations made against them. In particular, they have denied that they have ever acted in collusion or in collaboration with the bank far less to circumvent or commit any breach of any order of this court. They have claimed that whatever they have done, bona fide to protect their own interest. In this opposition they have denied all the material allegations made against them. In particular, they have denied that they have ever acted in collusion or in collaboration with the bank far less to circumvent or commit any breach of any order of this court. They have claimed that whatever they have done, bona fide to protect their own interest. The bank had filed the application dated March 24, 1980, out of their own accord and in their own interest and not in a manner as suggested by the petitioner. In this opposition, the company has taken the stand that both under the order of the trial court as also under consent order of this Court dated September, 1 1977, it is they who are to run' the mill with the finance of the financier- the financier having control only with regard to matters relating to finance to be put in by the financier. The mill is to be run by the company under the direct control and supervision of the Joint Receivers, the financier having no concern with actual running of the mill. According to the company it was being so run from September, 1977 to 15th Dec., 1977. But it was difficult for the company to operate the mill properly as the financier was not putting in the promised amount of capital, namely, a sum of rupees twenty lakhs. Disputes arose in that regard even at the initial stage then the financier represented to the company that if the company gives a power of attorney in favour of the financier for operating the bank accounts of the company and for collecting moneys from the customers of the company the bankers of the financier would provide more capital and the financier would in that event be in a position to invest the promised capital of rupees twenty lakhs. Upon such a representation the company executed the power of attorney but even then the financier in course of 30 months never invested the promised amount of capital and their investment never exceeded a sum of Rs. 13,00,000/- at any point of time. Upon such a representation the company executed the power of attorney but even then the financier in course of 30 months never invested the promised amount of capital and their investment never exceeded a sum of Rs. 13,00,000/- at any point of time. A dispute was going on throughout between the company and the financier in this regard and as a result thereof the mill could not be operated upto its maximum capacity so that the profits earned was not such as to meet even the interest liability to the bank, for less to liquidate the debt. According to the company the cash flow statement which was annexed to the terms of settlement dated September 1, 1977, was prepared on a very conservative basis and it was understood as between the bank and the company that if the company is able to crush the minimum of 24,000 metric tonnes of wheat per month their would be sufficient cash generations to pay the liabilities per month which will not only cover the current interest to be accrued but also a part of the principal amount. It was never the intention of the parties when they put in the said term that what would be payable to the bank would be the minimum as shown in the cash flow statement because that amount would not meet even the interest liability so that the liability of the bank would go on gradually increasing. As such though the minimum Was prescribed there being the other provision that the entire surplus profit would be paid to the bank it Was understood between the parties that the company would crush wheat upto its maximum capacity so that the excess profit would not only meet the monthly interest liability but would wipe out the principal amount due gradually. The financier, however, during the period of 30 months never provided finance to such extent that the company could crush no more than 1,600 metric tonnes a month on an average. By paying the minimum as per the cash flow statement they paid a sum of Rs. 13.50 lakhs to the bank but the interest liability for the said months was Rs. 27.00 lakhs so that in course of 0 months the liability of the company had increased by Rs 13.50 lakhs. By paying the minimum as per the cash flow statement they paid a sum of Rs. 13.50 lakhs to the bank but the interest liability for the said months was Rs. 27.00 lakhs so that in course of 0 months the liability of the company had increased by Rs 13.50 lakhs. In this situation when the interest of the bank was also being affected the bank filed the application dated April 10, 1980, and obtained the interim order referred to hereinbefore. According to the company considering the situation and further considering the fact that continuance of the suit with continuance of the arrangement with the financier would ruin the company altogether and also affect the bank the arrived at a settlement between them for disposal of the suit itself when they filed a petition of compromise in the trial court in that regard. Having filed the petition of compromise the bank thought it fit to withdraw the application earlier filed as the same would be wholly unnecessary. They have specifically denied that in filing the application dated April 24, 1980, or in filing the compromise petition in the trial court they or the bank had acted with any oblique motive of throwing out the financier from the control of the mill or to render ineffective or inoperative the consent order dated September 1, 1997, since even under the said order it was the company who was to run the mill and not the financier. In this affidavit the company has admitted that they terminated their agreement with the financier and revoked the power of attorney in their favour. They have also admitted that as a consequence thereof they had refused to allow the representatives of the financier to enter into the mill premises but they have claimed that those acts were not done with a view to violate or disobey any order of this Court but they were so done bona fide on an understanding that it Was within their rights to do so and that it is necessary to be so done for protecting their own interest in view of the circumstances referred, to hereinbefore. Having controverted in details all allegations made against them, the company in this opposition has disputed the grounds on which the Rule has been obtained. 26. Having controverted in details all allegations made against them, the company in this opposition has disputed the grounds on which the Rule has been obtained. 26. To the second application for contempt the financier-petitioner having reiterated the case and the grounds pleaded by them in their first application for contempt came with an additional pleading to the effect that the said company committed further acts of contempt when they committed breach of the interim order dated July 25, 1980, passed by this court on the first contempt application when they prevented implementation of the said order by the Joint Receivers and when they prevented the financier to enter the mill premises or run it in terms of the prior agreement. According to them, when the Joint Receivers upon notice to the parties visited the mill premises on July 28, 1980, to implement the direction of this Court dated July 11, 1980, and re-affirmed in the order dated July 25, 1980, the company and its directors did not allow the representatives of the financier to enter into the mill premises and thus frustrated all attempts by the Receivers to implement the order of this Court. It was further claimed that though the company was specifically informed by the Joint Receivers that they have been restrained from running the mill without the permission and consent of the Receivers by the order dated July 25, 1980, nonetheless they continued to run the mill without such permission or consent in gross violation of the said order of injunction. According to the financier the matter came up before the court for orders on several occasions in between but the company taking no steps to have the order dated July 25, 1980, vacated continued to act in gross violation and disobedience thereof. All attempts on the part of the Receivers to implement this Court's direction was frustrated by the company and its directors when they started acting in total defiance of the Joint Receivers and deliberately ignoring them for all purposes. The additional ground of contempt pleaded in this application is non-compliance with the order of this Court dated July 25, 1980, and acting in breach and disobedience of the said order. 27. In contesting this application the company and its two directors who are made respondent Nos. 2 and 3 have filed an affidavit-in-opposition. The additional ground of contempt pleaded in this application is non-compliance with the order of this Court dated July 25, 1980, and acting in breach and disobedience of the said order. 27. In contesting this application the company and its two directors who are made respondent Nos. 2 and 3 have filed an affidavit-in-opposition. In this opposition also they have denied all the material allegations made against them. They stated that on May 2, 1980, they submitted a letter praying for permission of the Joint Receivers to run the mill and such permission was given to them at the meeting held on May 5, 1980. It has been further claimed that all sales were being effected with the concurrence of the Joint Receivers and all the sale proceeds were being handed over to them. They made a grievance of the Joint Receivers making an application to the court raising objections to their conduct in the matter of running the mill. According to them, when they were running the mill under permission from the Joint Receivers .and conceding all the time the control and supervision to such Receivers it is difficult for them to appreciate how the said Receivers could move such an application and obtain such an order as they did on July 25, 1980. They took the stand that under the order of this Court dated September 1, 1977, the financier had no right to run the mill or to be put into possession thereof so that there can be no question of the Joint Receivers taking any steps to put them back into possession for implementation of the order or the arrangement arrived at under the order as aforesaid. They denied that they otherwise prevented the Joint Receivers from performing their duties and obligations in any manner whatsoever. Their specific case is that they bona fide felt and still feel that possession of the mill could not be made over to the financier and they were all the time raising their grievance before the court so that it cannot be said that they have really acted malafide or in breach of the order of this Court in standing in the way of the Joint Receivers putting the financier into possession. They did not deny that they prevented the representatives of the financier to go into the mill premises but they claimed that they did so in exercise of their bona fide rights and not in disobeying or flouting any order of this Court. It was thus pleaded that they committed no breach of the order of this court dated July 25, 1980. 28. Dr. Pal appearing in support of the first contempt application and Mr. Mukherjee appearing in support of the second contempt application have first contended that the agreement that was entered into between the company and the financier forms a part of the consent order dated September 1, 1977, and the company could not treat it as a mere contract and thus terminate it at their will or act in breach thereof. It has further been contended by them that it has been well-established that the company not only terminated the said agreement but has consistently acted in breach thereof and when they did so they in substance violated the said consent order of this Court. They have further contended that even if the agreement between the parties be considered not to have been a part of the order of this Court as passed on September 1, 1977, it became so when this court recognised the same and directed its restoration by the order dated July 11, 1980. Mr. Mukherjee with his usual thoroughness took immense pain in elaborating this contention by reviewing all material principles and decisions on the point of the position in law of a contract which has been made a rule of the Court. 29. According to Mr. Mukherjee an agreement on which the Court has been invited to pass a content order does not remain in the domain of contract but becomes a judgment of the court. Referring to the Treaties on Judgment by Freeman (page 2773, Volume Ill, section 1350) and by Saton (Volume I, page 125) he has contended that such a judgment though passed on an agreement is obviously something more than a contract. Such a judgment is not an agreement, it is the act of law invoked by the parties in executing the agreement (Vide-Black on Judgment, Volume I, page 16 section 10). Strong reliance is placed by Mr. Such a judgment is not an agreement, it is the act of law invoked by the parties in executing the agreement (Vide-Black on Judgment, Volume I, page 16 section 10). Strong reliance is placed by Mr. Mukherjee on the enunciation of the law on the point in an old English decision in the case of (1) The Bellcairn, (1895) page 161 where Lord Esher M. R. observed: "I agree with Butt, J. that when at a trial the court gives a judgment by consent a parties it is a binding judgment of the court and cannot be set aside by a subsequent agreement between the solicitors or the parties even though it be placed in the form of an order by consent on a summons and taken to Registrar or Master and by him made as a matter of course. It is the court with full knowledge of the facts on which it is called on to act which can set aside the first judgment and I doubt whether unless some fraud incorporated in such judgment is shown even the court would have jurisdiction to set aside its first judgment. " 30. According to Mr. Mukherjee this principle has been followed uniformly by courts in India. Reference has been made to the Judgment of Ameer Ali, J. in the case of (2) Surput Singh v. Maharaja Bahadur Singh, AIR 1937 Calcutta 222 and the Judgment of Neogi, J. in the case of (3) Zakar Ali v. Israr Hossain, AIR 1947 Nagpur 53. Reliance is also placed by Mr. Mukherjee on the decision of the Privy Council in the case of (4) Thakur Ganesh Baksh v. Thakur Harihar Baksh, 31 IA 116 and also on a decision of the Madras High Court in the case of (5) Raja Kumara Venkata Perumal v. T.R. Chetty, ILR 35 Madras 75 where it Was held: "At the same time such a decree cannot be regarded as a mere contract and has got a sanction far higher than an agreement between the parties, Parties to the decree cannot therefore, put an end to it at their pleasure in the manner that they could rescind a mere contract nor can it be impeached on some grounds on which a mere contract could be impeached such as absence of consideration or mistake." 31. Mr. Mr. Mukherjee has next relied upon another line of decisions where on the authority of the principles laid down in the case of (6) In Re : South American and Mexican Company Ex pate, Bank of England, (1895) 1 Chancery 37, it has been held that a judgment ,by consent is as effective an estoppel between the parties as a judgment on contest. In the case of (7) Secretary of State for India v. Atindra, Nath Das, ILR 63 Calcutta 550, it was held: "On this authority it becomes absolutely clear that the consent order is as effective as an order passed on contest not only with reference to the conclusions• arrived at in the previous suit but also with regard to every step in the process of reasoning on which the said conclusion is founded". Both the Madras decision and the Calcutta decision as above have been approved by the supreme Court in the case of (8) Sailendra Narayan v. The State of Orissa, AIR 1956 SC 346 (at page 351) 32. Relying on these principles it has been contended by Mr. Mukherjee that this court having disposed of the appeal in terms of the settlement of which the agreement forms an integral part, the agreement could not have been treated as a mere contract which the company was at liberty to terminate or to infringe. It became a rule of the court when the court recorded the consent order and any violation of its terms becomes violation of the order of the court. 33. Mr. Gupta, appearing on behalf of the contemners has strongly contested the point thus raised by Dr. Pal and Mr. Mukherjee. according to Mr. Gupta the above contention of Dr. Pal and Mr. Mukherjee is based upon an assumption that the agreement which was later entered into between the company and the financier constitutes a part of the consent order. According to Mr. Gupta the financier was not a party to the settlement on which the consent order was passed though a draft of an agreement which was to be latter independently entered into between the company and the financier was annexed to the terms of settlement filed in court. According to Mr. Gupta the financier was not a party to the settlement on which the consent order was passed though a draft of an agreement which was to be latter independently entered into between the company and the financier was annexed to the terms of settlement filed in court. The legal effect thereof is that as between the bank and the company there was a promise by the company that they, in running the mill would enter into a financial arrangement with the financier on terms as incorporated in the draft and not on any other terms. There was no mandate under the order on the company that it must enter into an agreement with the financier far less any mandate binding the financier to enter into such a contract. It has been contended by Mr. Gupta that the financier was not there at all when the order was made they were not a beneficiary under the order nor were they obliged in law to either enter into such a contract or abide by the terms thereof because of the consent order made with reference thereto. Mr. Gupta has contended that when at a later point of time the agreement was executed between the company and the financier the relationship created was one by the contract and not by the order of the court. So far as the power of attorney is concerned, the same had no relation or bearing so far as the consent order is concerned. In that view it has been contended by Mr. Gupta that the basic assumption on which Dr. Pal and Mr. Mukherjee have built up their first point being misconceived even accepting the principles relied on by them the same do not help them in any manner. 34. It has further been contended by Mr. Gupta that the principles and decisions relied on by Mr. Mukherjee are distinguishable in so far as those have considered the effect of a consent decree deciding issues on disputes raised and decided on consent. That, however, is not the position in the present case wherein disposing 'of an interim application the court permits the defendant to run the mill with the help of a financier on the basis of an agreement, assuming for a moment that the said agreement constitutes a part of the sanction of the court in such a case, according to Mr. Gupta, the agreement acquires no status higher than that of a contract so that even if one of the parties thereto could go on infringing the terms thereof the other would have no legal right to terminate the same. Strong reliance is placed by Mr. Gupta on the judgment of Sir Asutosh Mukherjee in the Case of (9) Kandarpa Nag v. Banwari Lal, 33 Calcutta Law Journal 244 following an earlier decision of this Court in the case of (10) Amrita Sundari v. Sherajuddin Ahemd, AIR 1915 Calcutta 464. It has been pointed out by Mr. Gupta that the principles underlying these decisions have never been disputed so far as this Court is concerned and reference is made to the Bench decision of this court in the case of (11) Sukiman v. Kancha Bibi, AIR 1959 Calcutta 663 and (12) State of West Bengal v. Kesson Chand, AIR 1960 Calcutta 506. 35. We have carefully considered the rival contentions put forward before us with reference to the first point raised in support of the two contempt applications. We are unable to accept the contention of Dr. Pal and Mr. Mukherjee that the company and its directors in any manner violated the consent order of this court dated September 1, 1977, when they terminated the agreement that they had entered into with the financier or even if they have acted in breach of such agreement as alleged by the financier. We hold as such because we feel inclined to accept the contention of Mr. Gupta in this regard. We are unable to accept the position that the agreement which Was later entered into between the company and the financier or the terms thereof constitute a part of the consent order. The fact remains that the agreement was not between the parties to the litigation before the court and does' not purport to resolve any dispute awaiting adjudication by the court so that it may be said that the parties invited the court to decide the dispute itself in terms of the agreement. In order to constitute a part of the order, the basic requirement in our view is that both the parties to the agreement must be before the court and agree to be bound by the order which was to be passed on such an agreement. In order to constitute a part of the order, the basic requirement in our view is that both the parties to the agreement must be before the court and agree to be bound by the order which was to be passed on such an agreement. That basic requirement in the present case is entirely lacking since the financier was neither a party to the settlement nor were they before the court when the consent order was recorded. Though the draft of the agreement was annexed to the terms of settlement the effect thereof was, as has been contended by Mr. Gupta, a promise by the company to the bank that they in running the mill would secure finance on terms as incorporated in the draft and in no other manner. Except to this extent the draft of that agreement which was to be later entered into with a third party could not have constituted a part of the consent order. In our view Mr. Gupta Can rightly contend that the financier was nowhere in the picture when the order was being passed and not being bound by the order could have refused to enter into such an agreement or even to ask for amendment of the terms thereof as they latter did on December 15, 1977, when they assumed greater control over the mill than as provided in the agreement. Consent order did not establish any relationship between the company and the financier: It was so established subsequently purely on a contract between the two. If the financier had not fulfilled their part of the agreement, it would not have been enforced except by way of a suit. Such being the position, it can hardly be said that the agreement that was entered into with the financier constitutes a part of the consent order far less vis-a-vis the third party, namely, the financier. A breach of the negative covenant with the bank constituting the promise and forming part of the consent order may constitute violation of that order but the alleged termination of the agreement with the financier or its breach in relation to the financier can hardly be said to constitute breach of the order dated September 1, 1977. In none of the cases cited by Mr. Mukherjee, the court was called upon to consider any situation as now before us. In none of the cases cited by Mr. Mukherjee, the court was called upon to consider any situation as now before us. The subsequent order dated July 11, 1980, had not altered the position and had not elevated the agreement to the position of making it a part of the consent order dated September 1, 1977. That order dated July 11, 1980, might have directed restoration of status quo ante but it never professed to incorporate the agreement itself as part of the court's order. We can well-understand any complaint that there has been some breach of the directions incorporated in that order of July 11, 1980, but it is difficult to accept the suggestion that the said order rendered the agreement itself to be a part of the court's order so that its termination or breach by itself would constitute violation of an order of the court. 36. that apart even assuming for a moment that the said agreement constituted a part of the consent order and was entered into as such, it cannot be said that it acquired a sanctity higher than that of a contract in the sense that such an agreement cannot be terminated even on its terms on a claim of breach of its terms by the other party. In our view every case is to be adjudged with reference to its individual facts to find out what is the effect of the Court's order on the compromise recorded. On the facts of the present case the court was dealing with an interlocutory application for appointment of a Receiver. In disposing of such an application the court affirmed the order of appointment of a receiver for having supervisory control over running of the mill the parties to the suit agreed that subject to such supervisory control the mill is to be run by the defendant with the aid of a financier on particular terms of an agreement to be entered into with such financier. Assuming for our present purpose that those terms also do constitute a part of the consent order, the only effect in our view is that the defendant and the financier as between them would run the mill in terms of the agreement. Assuming for our present purpose that those terms also do constitute a part of the consent order, the only effect in our view is that the defendant and the financier as between them would run the mill in terms of the agreement. The ordain of the court, therefore, is that the defendant and the financier would act according to the contract so that neither of them can either disown or deny the agreement or set aside the order recording the same. But since such a contract gives rise to further rights between the parties including a right to terminate it on its breach by either, certainly it was not the intention of the court that such rights could not be exercised by either of them. Nor can it be said that while acting on such a contract if there is any breach of a term that would constitute violation of the mandate of the court. The first line of decisions relied on by Mr. Mukherjee including the decision in the case of Bellcairn goes, in our view, to the extent of laying down that a judgment by consent cannot be set aside merely by agreement and except in the manner a judgment of the court can be set aside. Those decisions in our view cannot be read as an authority for a proposition that in the facts of the present nature because of the order of the court such sanctity is to be attached to the terms of the agreement that neither of the parties could terminate the same nor can it be said that by such termination either of the parties had violated the terms of the order of the court. The order binds the parties not to disown the agreement but to act upon it but in so acting they are certainly entitled to usual rights and obligations of parties acting on an agreement and subject to all necessary incidents. Following the decision in the case of (13) Wentworth v. Bullen, (1829) 9 B & C 841, Sir Lawrence Jenkins, C.J. affirmed this principles when he observed: "the contract of the parties is not less a contract and subject to the incidents of a contract, because there is supper added a command of a judge". In (14) Krishna v. Had, ILR 31 Born 15. In (14) Krishna v. Had, ILR 31 Born 15. This view again finds ample support from the decision of the Supreme Court in the case of (15) Baburam Gupta v. Sudhir Bhasin, AIR 1979 SC 1528 where it was pointed out by the Supreme Court that in case of a consent order passed by the court or in the case of compromise between the parties in case of violation the remedy is either by execution or by injunction and not by initiating any proceedings for contempt. Reference may also be made to the decision in the case of (16) Lievesley v. Gilmory, (1860) LRCP 570. the view we take explains the apparent conflict between the decisions of this Court relied on by Mr. Gupta and those relied on by Mr. Mukherjee. Same was the view taken by Madras High Court in the case of (17) Nagappa v. Venkat Roo, IER 24 Mad 265. 37. So far as the second line of decisions relied on by Mr. Mukherjee is concerned, they are, in our view, not of much assistance to Mr. Mukherjee in the present case since here the consent order was passed in an 'interlocutory proceedings and not to resolve or decide any of the rights between the parties. There being no decision of any of the rights between the parties there arises no question of any of the parties being estopped from pleading to the contrary by the judgment itself or being bound in that regard by the order of the court though based on consent. 38. The next point raised by Mr. Mukherjee is that the consent 'order affirmes the order of the trial court and thus affirmes appointment of a Receiver in respect of the mill. According to Mr. Mukherjee the mill being put into possession of the Receiver, the necessary corollary to the order of appointment of Receiver is that such an order operates as an injunction restraining the parties from interfering with such possession of the Receiver. Such being the legal effect it has been contended by Mr. Mukherjee that the defendant company and its directors by their acts having interfered with the Receiver's possession have necessarily violated the implied prohibitory order passed against them. Reliance has been placed by Mr. Mukherjee on a decision of this Court in the case of (18) Md. Zohuriddin v. Md. Nooruddin, ILR 21 Calcutta page 85 191). Mukherjee that the defendant company and its directors by their acts having interfered with the Receiver's possession have necessarily violated the implied prohibitory order passed against them. Reliance has been placed by Mr. Mukherjee on a decision of this Court in the case of (18) Md. Zohuriddin v. Md. Nooruddin, ILR 21 Calcutta page 85 191). Though we feel no hesitation in agreeing With Mr. Mukherjee that an order of a court which puts the Receiver-in-charge and possession or a property by necessary implication operates as an order of injunction restraining the parties from interfering with such possession of the Receiver, yet here in the present case both on the terms of the trial Court's order as also on the terms of the consent order, the Receiver was put in supervisory control while both the orders contemplated that the mill is to be run by the defendant company. Facts set out hereinbefore go to show clearly that neither the company nor its directors at any point of time did refuse to concede such' supervision by the Receiver. The whole dispute relates to the question whether the financier should be put back into possession of the mill which the financier was otherwise running prior to April 24, 1980. While according to the Receiver, the aforesaid order being recalled he had an obligation to put the financier back into possession, that was being strongly contested by the company because of their termination of the contract with the financier. If the act of termination does not constitute infringement of the court's order the refusal by the company to allow the financier to be put back as proposed by the Receiver cannot constitute contempt and certainly such an act of the company or its directors does not constitute violation of any implied injunction against them. For this reason we are unable to accept this contention put forward by Mr. Mukherjee in support of the financier's application for contempt. 39. Incidentally it had been contended by Mr. Mukherjee that even if the agreement itself was not a part of the court's order, there can be no doubt about the fact that the financier acted on the consent order dated September 1, 1977, when they entered into such an agreement. Mukherjee in support of the financier's application for contempt. 39. Incidentally it had been contended by Mr. Mukherjee that even if the agreement itself was not a part of the court's order, there can be no doubt about the fact that the financier acted on the consent order dated September 1, 1977, when they entered into such an agreement. In such a situation the court should not permit doing of any act which would affect the interest of such a third party involved in the consent order. Accepting the principle on which this contention rests, we are unable to appreciate how it can help him in supporting an application for contempt. In an application for contempt there must be strict proof of infringement of an order of the court and on our findings recorded hereinbefore the agreement itself not being a part of the order there has been no infringement of any order when such an agreement was terminated. That apart the basic assumption of Mr. Mukherjee is not sustainable. Facts set out hereinbefore go to show that the financier entered into the agreement on independent negotiation of their own with the company. It was not an agreement with the Receiver nor one of the invitation of the Court. In recording the consent order the court held out no inducement or promise to the financier. The court was merely securing the bank against involvement of any new financier except upon the terms of a draft agreement as and when the court permitted the company to run the mill pending the suit. Hence, we find no substance in this contention of Mr. Mukherjee. 40. The last point raised by Mr. Mukherjee bas been found by us on careful consideration to be of some substance. It bas been contended by Mr. Mukherji that irrespective of whether the agreement constitutes a part of the order of the court, or not, there is no dispute "bout the fact that prior to April 24, 1980, the financier being put incharge of the mill was actually running the same by virtue of the power of attorney executed by the company in their favour. It is also not disputed that by virtue of the interim order obtained by the bank on their application dated April 10, 1980, the financier was dispossessed by the Receivers. It has 'been contended by Mr. It is also not disputed that by virtue of the interim order obtained by the bank on their application dated April 10, 1980, the financier was dispossessed by the Receivers. It has 'been contended by Mr. Mukherjee that when the bank ultimately withdrew their application as aforesaid, the court being conscious of the fact that the financier had been dispossessed by a Court's order obtained on that application, directed the previous arrangement to be restored. The order dated July 11, 1980, and the subsequent orders make it clear that the direction of the court on the Receivers was to put the financier back into possession. Then again when the Receiver made an application complaining of company's obstruction to the implementation of such a direction on' July 25, 1980, the court passed an interim order expressly forbidding the company to run the mill without permission from and consent of the Receivers. But, it is contended by Mr. Mukherjee, that the company• not only continued to obstruct implementation of that direction but openly flouted the order of injunction when they went on running the mill without permission from or consent of the Receivers. On a careful consideration of the affidavits of the parties, we feel no hesitation in saying that the aforesaid allegations against the company bad been well-established. Their defence that they did so with the consent of the Receivers is knavish. Mr. Gupta appearing on their behalf in his usual fairness could not seriously dispute such an allegation. He however, pleaded that the company was forced to do so out of a motive of self-preservation and never intending to infringe the order of the court. According to Mr. Gupta the financier never fulfilled the expectations of running the mill upto its maximum capacity and on the other hand they were purposely under operating the mill to continue their control over the business; in coursre of 30 months instead If liquidating any part of the debt to the bank, they had added Rs, 13.50 lakhs to the debt all at the cost of the company they were after still more mischief when they wrote to the authorities to reduce the monthly wheat quota for the mill. In such a background according to Mr. Gupta, the company had no other alternative than to terminate the agreement and prevent and financier to come back into possession of the mill. In such a background according to Mr. Gupta, the company had no other alternative than to terminate the agreement and prevent and financier to come back into possession of the mill. In our view, whatever the motive, one thing is clearly established viz., that the company understood it for certain that the court in passing the order dated July 11, 1980, and orders subsequent thereto was directing the financier to be put back, to possession of the mill and was further restraining the company from running the mill. But even then the company was openly standing in the way of implementation of such an order and violating the order of injunction too. To that extent there had been clear contempt of court. We, therefore conclude that although all the grounds pleaded in the two applications for contempt had not been made out, such ground has been made out to the extent as indicated above. 41. Next we proceed to consider the application for direction filed by the Joint Receivers. In this application the Joint Receivers after ferring to chronological events and developments since September 1, 1977, till July 11, 1980, and also to their best efforts to implement the direction of this court incorporated in its order dated July 11, 1980, pointed out that the company and its directors stood in their way of implementing the said direction and flouting the Receivers all the same. A further complaint was made that during the period April 30, 1980 till July 11, 1980, when the mill was being run by the company’s manager under the control of the Receivers, they could not obtained the accounts because the manager has since been removed by the company and the directors are not submitting the accounts for that period. On these allegations the Receivers asked for a direction from the court upon the company and its directors to act according to orders of the court including the order dated September 1, 1977, and July 11, 1980, and to render true accounts for the period from April 30,1980 to July 11, 1980. 42 In contesting the above application, an affidavit had been filed by respondent No.2 on behalf of the company. 42 In contesting the above application, an affidavit had been filed by respondent No.2 on behalf of the company. In this affidavit denying the material allegations made against them, it was claimed that under orders of the court it was for the company to run the mill and not the financier, that the financier was neither a party to nor a beneficiary under the order dated September 1, 1977, that the Receivers are only to supervise running of the mill by the company and that there was no obstruction to such supervision by the Receivers. It was further claimed that under the agreement and the power of attorney the financier was only to carryon the .financial transaction and that agreement too having been lawfully terminated they bad no further right to come back. In this affidavit it was specifically denied and disputed that by the order dated July 11, 1980, the court in any way directed the financier to be put back in possession of the mill and hence it was lawful for the company to refuse the request of the Receivers to allow access to the financier to the mill. So far as accounts are concerned, it was claimed that the old manager was removed for just reasons and the acting manager bona fide asked for sometime to furnish the accounts. It was further alleged that the application for direction filed by the Joint Receivers was not bona fide at all being really filed at the instance of the financier and intending to benefit the financier. Though they admitted in a way their resisting the Receivers from putting back the financier to possession of the mill, they claimed that the Receivers misread the order dated July 11, 1980, in thinking that there was any direction in that regard in that order. 43. On a careful consideration of the rival claims we are of the view that the Receivers read the order dated July 11, 1980, correctly to mean that the same cast an obligation on them to hand back possession of the mill to the financier from whom they had taken physical possession on the authority of the interim order dated April 24, 1980. Whether in terms of a court order or on the basis of a private agreement between the two, viz., the company and the financier, the latter was actually running the mill on behalf of the company when the financier was dislodged by the court by its order dated April 24, 1980, therefore, the court while recalling that order made it clear that pre-existing arrangement should be restored. Court’s direction on the Receivers to do so was, therefore, correctly understood by the Receivers when they wanted to restore the financier back to possession of the mill. We are therefore, unable to accept the suggestion that ill filing the application the Receivers were not acting bona fide or that they were sponsoring the cause of the financier. Having failed in their endeavour to comply with court's direction incorporated in the order dated July 11, 1980, they rightly and honestly sought for further directions from the court by pointing out the obstruction put forward by the company. 44. This leads us to consider what directions should we issue. If the order dated July 11, 1980, has to be implemented we have to direct taking of compulsive measures. 'But on a careful consideration of the entire situation, we have however, decided not to do so. We are fully conscious of the fact that normally if a party had been thrown out of possession by an order of the court which is not, ultimately upheld or sustained, it is the duty of the court to put such a party back to possession. But this, rule admits of exception depending on facts. Here in the present, case the party in possession was there, on our findings made hereinbefore, on the basis of a private agreement coupled with a power of attorney both of which bad since been terminated by the other party. They had been terminated on prima facie grounds, the validity or otherwise of which' is not for us in this proceeding to judge. But the fact remains that even if they had been wrongly terminated, no suit lies for specific performance of either. Our endorsing the direction dated July 11, 1980, would in a way amount to enforcement of such an agreement. It has been prima facie established that the financier by running the mill for 30 months added Rs. But the fact remains that even if they had been wrongly terminated, no suit lies for specific performance of either. Our endorsing the direction dated July 11, 1980, would in a way amount to enforcement of such an agreement. It has been prima facie established that the financier by running the mill for 30 months added Rs. 13,50 lakhs to the total liability of the Company instead of liquidating any part thereof and that they failed to operate the mill for crushing 2,400 metric tonnes as agreed, not to speak of 3,000 metric tonnes as was expected of them and if in such a situation the company had terminated their agreement or arrangement with the financier, we do not think it would be proper exercise of our judicial direction to follow the normal principle referred to hereinbefore and enforce by our order the said agreement or the arrangement between the parties. Hence we would do well to recall the direction incorporated in the order dated July 11, 1980, and in all subsequent orders for restoration of the old arrangement. Instead we would direct the Joint Receivers to act in their supervisory character over the. company's running the mill in terms of the order dated September 1. 1977, irrespective of whether it is so run with the financial assistance from the financier as aforesaid but otherwise in accordance with the consent order subject, however, to the continuance of their tenure as Receivers. 45. What remains to be considered is the writ appeal. Having heard Mr. Gupta in support thereof we find no substance therein. As a matter of fact we do not consider the writ petition to be a bona fide one. In the facts set out hereinbefore it is well-established that there was scramble over the right to run the mill between the financier and the company after the court recalled the order dated April 24, 1980. While the financier was trying to get back into possession, the company was resisting them. The Receivers, on our bindings made hereinbefore, were rightly trying to restore the financier to possession of the mill; there was an order by the court restraining the company to run the mill without the consent of the Receivers. But the company was flouting those orders and was running the mill. The Receivers, on our bindings made hereinbefore, were rightly trying to restore the financier to possession of the mill; there was an order by the court restraining the company to run the mill without the consent of the Receivers. But the company was flouting those orders and was running the mill. In that background when the Receivers and the financier informed the authorities not to permit the company to lift their wheat quota and forwarded the necessary court orders to such authorities, the authorities in good faith wanted the company to secure the necessary clarification from the court. Instead of doing so, what they did was to move a writ petition against the authorities making a grievance that they had not acted lawfully in asking for such a clarification. The company obtained an interim order from the court when the court was not apprised of the entire situation. It being apprised of the true facts, the court had vacated the interim order. We do not think that it was wrongly or improperly done. In this view we find no merit in the writ appeal. 46. In the result, the two Rules for contempt succeed in part and are made absolute with costs, the consolidated hearing fee for both being assessed at 50 Gold Mohurs. The respondent Nos. 1, 2 and 3 !ire found to be guilty of violation of this Court's orders dated July 11, 1980 and July 25, 1980, and they are found guilty also of obstructing the Receivers in implementing the order of this court dated July 11, 1980. We impose a fine of Rs. 500/- on each of them to be deposited with the Sheriff of this Court within a fortnight, in default whereof while the amount of fine will berealised from the respondent No.1 by attachment and sale of its properties, the respondent Nos. 2 and 3 would suffer simple imprisonment for a period of one month. We impose a fine of Rs. 500/- on each of them to be deposited with the Sheriff of this Court within a fortnight, in default whereof while the amount of fine will berealised from the respondent No.1 by attachment and sale of its properties, the respondent Nos. 2 and 3 would suffer simple imprisonment for a period of one month. So far as the Receiver's application is concerned, the same is disposed of by recalling the order dated July 11, 1980, and all orders subsequent thereto to the extent thereby this court directed restoration of the old arrangement and the Joint Receivers are directed to act in their supervisory character over the company's running the mill in terms of the order dated September 1, 1977, irrespective of whether it is so run with the financial assistance from the financier as aforesaid. This, however, will be subject to the Receivers continuing to remain as such and subject to the liberty being given to the parties to have the Receivers discharged. So for as the writ appeal is concerned, the same is dismissed with costs-hearing fee being assessed at ten gold mohurs. There will be no order for costs on the Receiver's application but the cost incurred by the Receivers will be borne out of the estate. No formal decrees need be prepared in the two appeals. Chakraborty, J. : I agree.