D.S.R. VARMA, J :-Heard Sri C. Padmanabha Reddy, learned Senior Counsel, representing Sri S. Ravi, learned Counsel appearing for the appellant in Contempt Appeal No.3 of 2007; Sri Tushar Desai, learned Senior Counsel, representing Sri C. V. Narasimham, learned Counsel appearing for the appellants in Contempt Appeal Nos. 4, 5 and 7 of 2007; Sri L. Venkateswara Rao, learned Counsel appearing for the appellants in Contempt Appeal Nos.6 and 8 to 11 of 2007, as well as Sri B. Kantha Rao, learned Counsel, representing Sri A. V. Sivaiah, learned Counsel appearing for the respondent No.1, in all the Contempt Appeals. 2. Since all these contempt appeals do arise out of the same cause of action and the subject-matter is the same and also the facts and law are almost similar, they are being disposed of by this common judgment. 3. These contempt appeals are directed against the judgment, dated 3.8.2007, in Contempt Case No.915 of 2002, passed by a learned Single Judge of this Court in convicting respondent No.1 therein, who is the Promoter Director, as well as the other Directors of respondent No.3-Mis. Nagarjuna Finance Limited and sentencing them to suffer simple imprisonment for a period of 1 six months, and to pay a fine of Rs.2,000/- each, under Section 12 of the Contempt of Courts Act, 1971, and the notices under Form I of the Contempt of Court Rules, 1980 (for brevity, 'the Rules') issued to them subsequent thereto. 4. Originally, the contempt case was filed against respondents 1 to 3 therein, for committal of civil and criminal contempt by interfering in the course of administration of justice, by violating and disobeying- (a) the orders of the Company Law Board, Southern Region Bench, at Chennai (for brevity, 'the Board'), in Company Petition No.35 of 2000, dated 29.2.2000; (b) order in CA No.344/634-AlSRB/2001, dated 21.8.2001; and (c) for breach of affidavits filed before the Board and a learned Single Judge of this Court in Company Appeal No.7 of 2001. 5. The appellant in Contempt Appeal No.3 of 2007 is the erstwhile Promoter Director of M/s. Nagarjuna Finance Limited, Hyderabad; respondent No.3 herein is the Nagarjuna Finance Limited, the former Directors of the Company are the appellants in Contempt Appeal Nos. 5. The appellant in Contempt Appeal No.3 of 2007 is the erstwhile Promoter Director of M/s. Nagarjuna Finance Limited, Hyderabad; respondent No.3 herein is the Nagarjuna Finance Limited, the former Directors of the Company are the appellants in Contempt Appeal Nos. 4 to 11 of 2007 and respondent No.1 in all the contempt appeals is the Depositor in the Nagarjuna Finance Limited, who initiated the contempt proceedings against the Promoter Director and other Directors of the Nagarjuna Finance Limited. Respondents 2 and 3 in Contempt Appeal No.3 of 2007 and respondents 2, 3 and 4 in Contempt Appeal Nos. 4 to 11 of 2007 are added as formal parties. 6. For the sake of convenience, III this common judgment, the appellant in Contempt Appeal No.3 of 2007, the appellants in Contempt Appeal Nos. 4 to 11 of 2007 and respondent No.1 in all the contempt appeals hereafter are referred to as 'the Promoter Director', 'the other Directors' and 'the Depositor', respectively, and M/s. Nagarjuna Finance Limited, Hyderabad, is referred to as 'the Company'. 7. The brief facts that led to filing of the contempt case are as under : Respondent No.3 in Contempt Appeal No.3 of 2007, who is figured as respondent No. 4 in Contempt Appeal Nos.4 to 11 of 2007, is a Limited Company. Respondent No.1 in all the contempt appeals is a depositor in the Company. The amounts deposited by him were not allegedly repaid in time after the due date. The Company filed Company Petition No.35 of 2000 before the Board to invoke its jurisdiction under sub-section (9) of Section 58-A of the Companies Act, 1956 (for brevity, 'the Act'). Since the Company is not legally entitled to file a petition under sub-section (9) of Section 58-A of the Act, however, the Board took up the issue suo motu and formulated a scheme under sub-section (9) of Section 58-A of the Act, by order, dated 29.2.2000 (hereinafter referred to 'the Scheme Order'). Clause 13 of the Scheme Order ordains the Managing Director of the company to file an affidavit to comply with the orders of the Board. Accordingly, one Mr. Sridhar Chary, Managing Director of the Company, filed an affidavit. Clause 13 of the Scheme Order ordains the Managing Director of the company to file an affidavit to comply with the orders of the Board. Accordingly, one Mr. Sridhar Chary, Managing Director of the Company, filed an affidavit. Its the averment of the depositor that since the Scheme Order passed by the board was not complied with, he filed an application CA No.344/634A1SRB/2001 in CP No.35 of2000 before the Board, under Section 634-A of the• Act, seeking enforcement of the Scheme Order. Pursuant thereto, before the Board, the Company had taken a specific plea that there was time available to repay the deposits of the depositor and also that the Fixed Deposit/Loan Receipts were not surrendered by him. Therefore, the Scheme Order, dated 29.2.2000, could not be complied with insofar as the depositor. However, they expressed their readiness and willingness to comply with the Scheme Order of the Board. Thereupon, an order has been passed by the Board, in the said application, and the Company was directed to repay the deposit amount together with interest, as mentioned in the order, within 30 days of receipt of the order, and further that, failing which, the depositor was at liberty to move the Court, within whose jurisdiction, the registered office of the Company situate to execute the order of the Board. Challenging the said order, Company Appeal Nos.7 and 9 of 2001 were filed by both the depositor as well as the Company, respectively, and a learned Single Judge (Justice J. Chelameswar, as he then was) of this Court, after hearing both the appeals, by a common order, dated 3.1.2002, dismissed the same observing to the effect that no prejudice was caused to the depositor, inasmuch as, he is at liberty to approach the competent civil Court, seeking execution of the Scheme Order. The said common order had become final. Subsequently, the depositor filed Contempt Case No.915 of 2002 a learned Single Judge of this Court, after hearing the matter, passed an elaborate judgment holding that the Promoter Director and the Company, who are respondents 1 and 3, respectively, are liable to be punished under the Contempt of Courts Act, 1971. Along with the said two respondents, the other Directors of the Company were also held to have committed contempt of the Court. Along with the said two respondents, the other Directors of the Company were also held to have committed contempt of the Court. But, the other Directors, who were held as having committed contempt, were not parties in Contempt Case No.915 of 2002. 8. After pronouncement of judgment, in Contempt Case No.915 of 2002, in view of the representation made by the learned Counsel appearing for the first contemnor, who is no other than the Promoter Director of the Company, the learned Single Judge has suspended the punishment imposed on him for a period of two weeks, in the impugned judgment, dated 3.8.2007, in Contempt Case No.915 of 2002, in order to file an appeal. 9. Subsequent to the said order, on 7.8.2007, the learned Single Judge passed another order stating that since the Company was also held to have violated the orders of the Court, the other Directors of the Company were also liable for punishment and therefore, directed the depositor to furnish the names of the then Directors of the Company. It appears, a list of Directors, at the relevant point of time, was furnished. In those circumstances, the Registry was directed to issue notices under Form I of the Rules to the Directors of the Company at the relevant point of time. With the said direction, the matter was directed to be posted to 22.8.2007 and also directed further to pay sustenance allowance payable in respect of the convicted first contemnor, as per rules. In the meanwhile, the Promoter Director of the Company filed Contempt Appeal No.3 of 2007 and the orders of the learned Single Judge were suspended until further orders. Subsequently, Contempt Appeal Nos.4 to 11 of 2007 were filed by the other Directors of the Company, against whom notices under Form I of the Rules were directed to be issued by the Registry, alleging that even before the notices under Form I of the Rules were issued and even though they were not made as parties in the contempt case, only on the ground that the Company was held to have disobeyed the orders of the Board, imposed punishment on the same lines as the Promoter Director of the Company was punished. It is their allegation that notices under Form I of the Rules were issued after imposing punishment, which is not tenable under law. Hence, Contempt Appeal Nos. It is their allegation that notices under Form I of the Rules were issued after imposing punishment, which is not tenable under law. Hence, Contempt Appeal Nos. 4 to 11 of 2007, have been filed by the Directors of the Company. 10. Among other grounds, the main ground in Contempt Case No.915 of 2002 was that the Promoter Director had not only violated the orders of the Court as well as the Board and also the undertakings, but also made a deliberate attempt to deny the liability taking contrary stands. 11. Challenging the common judgment of the learned Single Judge of this Court in Company Appeal Nos.7 and 9 of 2001 and thereby the Promoter Director was held liable for violating the orders of the Board as well as the undertakings and as having committed an act of contempt, and consequent punishment imposed on him, Contempt Appeal No.3 of 2007 had been filed by the Promoter Director. 12. Aggrieved by the findings recorded against the other Directors of the Company, at the relevant point of time, and convicting and imposing sentence on them in the same order and subsequently in issuing notices under Form I of the Rules, the erstwhile Directors of the Company filed Contempt Appeal Nos.4 to 11 of 2007. That is how the present contempt appeals are before us. 13. Basing on the rival contentions, the learned Single Judge framed the following issues in the contempt case: "(1) Whether the order passed by the Company Law Board in the company petition filed on behalf of the 3rd respondent is binding on the 1 st respondent; and whether non-compliance of the same would amount to violation of the order of the Company Law Board as well as the undertaking given by the 1st respondent to the Company Law Board; (2) Whether the Company Law Board could be treated as a Court, and subordinate to the High Court, for the purpose of invoking the provisions of the Contempt of Courts Act, 1971; (3) Whether the contempt proceedings initiated by the petitioner are not barred by limitation; and (4) Whether the contemnors are liable for punishment as provided under the provisions of the Contempt of Courts Act." 14. Findings of the learned Single Judge in the contempt case: (1) The first respondent not only violated the orders of the Court as well as the orders of the Company Law Board and also the undertakings, but also made a deliberate attempt to deny the liability, taking contrary stands; (2) The Company Law Board is deemed to be a Court for purpose of prosecution or punishment of a person, who wilfully disobeys any direction or order of the Board; (3) The order of the Company Law Board merged with the orders of this Court in the appeal filed and disposed of by an order, dated 3.1.2002, confirming the orders of the Company Law Board, and as the contempt application was filed in the year 2002 itself, which was even admitted on 4.9.2002, the contempt proceedings are well within the time; (4) The first respondent not only violated the orders of the Court, but also orders of the Board as well as the undertaking given by way of filing affidavits. Hence liable for punishment under Section 12 of the Act. 15. Hence liable for punishment under Section 12 of the Act. 15. The contentions of Sri C. Padmanabha Reddy, learned Senior Counsel; Sri Tushar Desai, learned Senior Counsel; and Sri L. Venkateswara Rao, learned Counsel for the Promoter Director and other Directors of the Company in all the contempt appeals, in brief, are: (a) There was no violation of the orders of the Board or the undertaking before the Board or before the learned Single Judge of this Court in Company Appeal Nos.7 and 9 of 2001; (b) All the appellants had resigned as the Promoter Director or Board of Directors of the Company, as the case may be, on 16.9.2000 and cannot be held responsible for not complying with the Scheme Order of the Board, dated 29.2.2000; (c) The appellants since had ceased to exercise the domain over the Company, could not cause payment of dues to the depositor; (d) There was no personal liability attached to the Directors of the Company and hence the appellants could not personally held responsible to discharge the liability of the depositor, more so when the Company is still in existence; (e) Mere non-payment of money, even if it is a decretal sum, does not amount to a contempt, inasmuch as there is an effective alternative remedy provided by the Board itself in the proceedings initiated for implementation of the Scheme Order by the depositor to the effect that in default of the compliance of the orders of the Board, the depositor can approach the competent civil Court by way of filing an execution petition, which was confirmed by a learned Single Judge of this Court in Company Appeal Nos.7 and 9 of 2001, dated 3.1.2002 and the same remained as final; (f) The affidavits were filed by one G. Ramdas, Senior Manager (Legal) of the Company, before this Court but not the Promoter Director. The other affidavits or undertakings, as the case may be, were filed by C. Muthusamy, N. Selvaraju and P. Palanivelu. The other affidavits or undertakings, as the case may be, were filed by C. Muthusamy, N. Selvaraju and P. Palanivelu. All the above named officers, who represented the Company at different stages of the proceedings either before the Board or before this Court, were and are the authorized representatives of the present Company, which was taken over by a new management, by name Mahalakshmi Factoring Services Limited (for brevity, 'MFSL'), which is another Limited Company; (g) The only affidavit filed by the Promoter Director was in connection with the other scheme It is obvious from the very affidavit that it was filed in proceedings initiated under Section 45QA of the Reserve Bank of India Act, 1934 (for brevity, 'the RBI Act, 1934') but not in the present proceedings initiated by the Board under sub-section (9) of Section 58A of the Act; (h) The learned Single Judge of this Court was in serious error that after imposing punishment to the appellant in Company Appeal No.3 of 2007, wherein the appellants in Contempt Appeal Nos. 4 to 11 of 2007 were not even made as parties nor were heard and it is the further contention that the learned Single Judge committed another serious error by issuing show-cause notice under Form I of the Rules; (i) It is further contended that the Board did not record anywhere in its orders i.e., either the Scheme Order framed under sub-section (9) of Section 58A of the Act or in the order passed under Section 634A of the Act that the Promoter Director filed an undertaking basing on which, the Scheme Order had been passed by the Board. Therefore, the only affidavit that appears to have been filed by the Promoter Director, as could be seen from a naked eye that it was filed in proceedings before the Board under Section 45QA of the RBI Act, 1934. Therefore, the only affidavit that appears to have been filed by the Promoter Director, as could be seen from a naked eye that it was filed in proceedings before the Board under Section 45QA of the RBI Act, 1934. Therefore, when there is neither clarity about that affidavit nor when there is categorical finding by the Board, nor violation of such an affidavit was pleaded nor was put on record by the Board, it is not proper for the learned Single Judge to hold that there was violation of breach of undertaking by the Promoter Director; G) The liability of the Company cannot be fastened on the appellants, inasmuch as all the appellants resigned from the Company within 6 months after the Board passed the Scheme Order, since the Company was taken over by a new management viz., MFSL and further, that the one undertaking was filed by C. Muthusamy, who is the authorized representative of MFSL and also Director of the new management, that the fact of cessation of all the appellants as the Promoter Director and the other Directors of the present Company, as the case maybe, was admitted even by the depositor himself even in the proceedings initiated by him under Section 634A of the Act; (k) The Directors of the Company are not liable for the offences committed by the Company; (1) Section 141 of the Negotiable Instruments Act, 1881 describes the liability of the Directors in case of offences committed by the Company; (m) That the depositor in Contempt Case No.915 of 2002 did not disclose the names of the Directors and their designations, which means that even according to the depositor, there was no contempt on the part of the then Directors. Therefore, the learned Single Judge was in error in holding that the then Directors were also liable under the Contempt of Courts Act, 1971; and (n) After lapse of 7 years of the alleged violation, the learned Single Judge issued notices under Form I of the Rules, which is barred by limitation. 16. Therefore, the learned Single Judge was in error in holding that the then Directors were also liable under the Contempt of Courts Act, 1971; and (n) After lapse of 7 years of the alleged violation, the learned Single Judge issued notices under Form I of the Rules, which is barred by limitation. 16. On the other hand, in all the contempt appeals, the comprehensive submissions of Sri B. Kantha Rao, learned Counsel for the depositor, are: (a) Basing on the affidavits filed by the then Promoter Director, by name K.S. Raju, the Board passed the Scheme Order and he would be liable for breach of such undertaking; (b) In the Scheme Order, the Board categorically stated that in default of the payment under the scheme, Directors also would be liable for punishment; (c) There is violation of the orders passed by the learned Single Judge of this Court in Company Appeal Nos.7 and 9 of 2001; (d) There is further violation of the undertaking given to this Court on 20.11.2001 by one G. Ramdas, Senior Manager (Legal) of the Company; (e) The contempt case was filed within the period of limitation; (f) Breach of undertaking and violation of the Court Order is contempt under Section 2(a) of the Contempt of Courts Act, 1971; and (g) Contempt Appeal Nos.4 to 11 of 2007 are not maintainable as they are premature. It is the specific contention that inasmuch as the appeals are filed against the orders passed against the show-cause notices issued under Form I of the Rules. 17. In the light of the facts and circumstances and the submissions made by either side, the points that arise for consideration, in these contempt appeals, are: 1. Whether the Scheme Order, passed under sub-section (9) of Section 58A of the Act, dated 29.2.2000, in Company Petition No.35 of 2000, or the order in proceedings initiated under Section 634A of the Act passed by the Board are violated, if so they are wilful and deliberate, or there is any breach of affidavit, which is in. the nature of the undertaking, filed before the learned Single Judge of this Court in Company Appeal Nos.7 and 9 of 2001? 2. Whether the appellants in Contempt Appeal Nos. 4 to 11 of 2007 committed any wilful disobedience of the orders passed by the Board? the nature of the undertaking, filed before the learned Single Judge of this Court in Company Appeal Nos.7 and 9 of 2001? 2. Whether the appellants in Contempt Appeal Nos. 4 to 11 of 2007 committed any wilful disobedience of the orders passed by the Board? and whether the learned Single Judge was right in issuing notice under Form I of the Rules after holding that they committed contempt and passing an order of sentence of imprisonment for 6 months and fine of Rs.2,000/- each in Contempt Case No.915 of 2002 (filed only against the Promoter Director) or to which they are not parties? 18. Point No.1: At the outset, the three violations allegedly committed by the Promoter Director and the Company in Contempt Case No.915 of 2002, in brief and for reference, are as under: (1) For committal of civil and criminal contempt by interfering in the course of administration of justice, by I violating and disobeying the orders of the Company Law Board, Southern Region Bench at Chennai, in Company Petition No.35 of 2000, dated 29.2.2000; (2) Violation of disobeying the order in CA No.344/634-NSRB/200 1, dated 21.8.2001, passed by the Company Law Board, Southern Region Bench at Chennai; and (3) For breach of affidavit filed in this Court in Company Appeal No.7 of 200 1. Violations (1) and (2): 19. At this juncture itself, it is to be remembered that all the appellants were acting as Directors when the said scheme was formulated - the appellant in Contempt Appeal No.3 of 2007 in the capacity of Promoter Director and the appellants in Contempt Appeal Nos.4 to 11 of 2007 as other Directors of the Company. Therefore, it is not in dispute that as on the date of formulation of the scheme by the Board, under sub-section (9) of Section 58A of the Act, all the appellants were in occupation of responsible posts and therefore, they were at obligation to comply with the scheme framed by the Board, as stated by the Managing Director, in his affidavit, dated 14.3.2000. 20. It is further on record that in Company Petition No.NAG6-33/45QA/SRB/99 on the file of the Board, the Promoter Director of the Company filed an affidavit giving assurance that the Company would make repayment of deposits as per the approved scheme by the Board. (emphasis supplied by us) 21. 20. It is further on record that in Company Petition No.NAG6-33/45QA/SRB/99 on the file of the Board, the Promoter Director of the Company filed an affidavit giving assurance that the Company would make repayment of deposits as per the approved scheme by the Board. (emphasis supplied by us) 21. In this connection, Sri C. Padmanabha Reddy, learned Senior Counsel appearing for the Promoter Director, contends that the above affidavit was not the basis for the Board to pass the Scheme Order under sub-section (9) of Section 58A of the Act. It is "his further assertion that the said affidavit was filed totally in a different proceeding, which relates to the matter under Section 45QA of the RBI Act, 1934, read with sub-section (9) of Section 58A of the Act. 22. On the contrary, Sri B. Kantha Rao, learned Counsel for the depositor, vehemently contends that the affidavit filed by the Promoter Director of the Company was the basis for the Board to formulate the Scheme Order and violation of the said Scheme Order amounts to contempt at the first instance. 23. In this regard, a bare perusal of the affidavit allegedly filed by the Promoter Director and the Scheme Order would only indicate that the said affidavit was filed in a proceeding under Section 45QA of the RBI Act, 1934, read with sub-section (9) of Section 58A of the Act; whereas, the Scheme Order refers to only the suo motu jurisdiction exercised by the Board under sub-section (9) of Section 58A of the Act. In the Scheme Order, there was no reference of the proceedings under Section 45QA of the RBI Act, 1934, at all. Further conspicuous aspect on record is that in the Scheme Order, there is no reference of any affidavit allegedly filed by the Promoter Director. This discrepancy is further reinforced by the fact that the affidavit, which was on record, specifically refers to the proceedings in Company Petition No.NAG6-33/45QNSRB/99 filed under Section 45QA of the RBI Act, 1934, read with sub-section (9) of Section 58A of the Act. 24. The Scheme Order, dated 29.2.2000, deals with repayment of the deposits. The scheme formulated by the Board is as under : -------------------------------------------------------------------------------------------- Deposit Amount Within 12 Within 24 Within 36 Within 48 (Principal) (Rs.) Months Months Months Months -------------------------------------------------------------------------------------------- Upto Rs.5,000/- 100% ----- ----- ----- Rs.5,001/.- 10,000/- 20% 30% 50% ----- Rs.10,001/. 24. The Scheme Order, dated 29.2.2000, deals with repayment of the deposits. The scheme formulated by the Board is as under : -------------------------------------------------------------------------------------------- Deposit Amount Within 12 Within 24 Within 36 Within 48 (Principal) (Rs.) Months Months Months Months -------------------------------------------------------------------------------------------- Upto Rs.5,000/- 100% ----- ----- ----- Rs.5,001/.- 10,000/- 20% 30% 50% ----- Rs.10,001/. - 15,000/- 15% 25% 30% 30% Rs.15,001/. - 20,000/- 10% 20% 25% 45% Rs.20,001/- and above 10% 15% 20% 55% -------------------------------------------------------------------------------------------- 25. Whereas, in proceedings under Section 45QA of the RBI Act, 1934, before the Board, dated 14.11.2000, it is abundantly clear that the Company could not make payments to 666 depositors in the category of Rs.5,000/- and in that regard, the scheme was framed with the conditions mentioned at Clause 2 of the said order, which is extracted, for ready reference, as under: "Taking into consideration the facts and circumstances of the case, submissions made on behalf of the Company, it is ordered that the Company shall- (i) settle the unclaimed deposits in the category of Rs.5, 000/-, by taking appropriate measures; (ii) attend to ten complaints received at the Bench Office; (iii) gear up recovery mechanism and make repayment to the depositors in all the categories as per the Scheme approved by the CLB." (emphasis supplied by us) 26. Therefore, a simple comparison of these two orders would indicate that the Scheme Order, dated 29.2.2000, passed by the Board, has got much wider spectrum dealing with repayment of deposits to the depositors ranging from Rs.5,000/- to Rs.50,000/- and above, spreading lengthy period, whereas the proceedings of the Board, initiated under Section 45QA of the RBI Act, 1934, read with sub-section (9) of Section 58A of the Act, deals with repayment of deposits to the depositors of Rs.5,OOO/only and with a further direction that the recoveries by the Company should also be expedited. These two divergent directions would further crystallizingly indicate that these two are different proceedings and the Promoter Director had filed an affidavit in the other proceedings, initiated under Section 45QA of the RBI Act, 1934, but not in the present proceedings under sub-section (9) of Section 58-A of the Act, initiated by the Board suo motu. These two divergent directions would further crystallizingly indicate that these two are different proceedings and the Promoter Director had filed an affidavit in the other proceedings, initiated under Section 45QA of the RBI Act, 1934, but not in the present proceedings under sub-section (9) of Section 58-A of the Act, initiated by the Board suo motu. In fact, Clause 13 of the Scheme Order specifically indicates that an affidavit should be filed by the Managing Director of the Company only, in which event, we are unable to understand as to how and why the Promoter Director would be permitted to file an affidavit and such an affidavit could be made the basis for passing the Scheme Order and more particularly, when there is no reference of any such direction or the affidavit filed by the Promoter Director. 27. If the contention of the learned Counsel for the depositor is to be accepted, there cannot be two proceedings with two different numbers, if so, if the controversial affidavit was filed only pursuant to the Scheme Order, under sub-section (9) of Section 58-A of the Act, there cannot be an affidavit with different case number. In other words, there were two Scheme Orders passed by the Board - one was in Company Petition No.NAG6-33/45QAlSRB/ 99, dated 14.11.2000, initiated under Section 45QA of the RBI Act, 1934, read with sub-section (9) of Section 58-A of the Act, in which, affidavit of the Managing Director of the Company was filed. But, in the other order i.e., in the present proceedings Company Petition No.35 of 2000, dated 29.2.2000, there is no such reference of any affidavit and moreover, under Clause 13 of the Scheme Order, it was only the Managing Director of the Company, who was directed to file an affidavit giving assurance that the Scheme Order would be complied with. The nexus between these two orders of the Board is too hazy to make out. Therefore, we cannot venture to connect one order with the other and the eventual effect of the affidavit allegedly given by the Promoter Director of the Company. 28. Furthermore, this Court cannot make a roving enquiry into these aspects, in a competent proceeding in order to fix somebody for contempt. The mind of thee Court should be clear and unambiguous and the conclusion must be on the basis of definite material available on record. 28. Furthermore, this Court cannot make a roving enquiry into these aspects, in a competent proceeding in order to fix somebody for contempt. The mind of thee Court should be clear and unambiguous and the conclusion must be on the basis of definite material available on record. Such an exercise is akin to make an attempt to catch the black cat in darkness. 29. Therefore, the burden heavily lies on the depositor to establish that it is only the Promoter Director's affidavit, which was the basis for the Board, to pass the Scheme Order and the same was violated by him. But, no information is coming forth from the depositor in support of this contention. When the nexus between these two proceedings could not be established by the depositor, except making an omnibus allegation that both the proceedings are related to the same transaction, such submission, without any substantial basis, cannot be accepted and no conclusion can be recorded in favour of the depositor. Obviously and ex facie, the case numbers themselves indicate that they were two different proceedings - one was Company Petition No. NAG6-33/45QA/SRB/99 and the other was Company Petition No.35 of 2000 in which case, it is not comprehensible for us as to how the affidavit filed by the Promoter Director and the other proceeding relates to a dispute arose under Section 45QA of the RBI Act, 1934, be the basis for the Board to pass the Scheme Order under sub-section (9) of Section 58-A of the Act. The depositor did not furnish any other relevant material to dispel the views of this Court recorded above. 30. But, it is to be seen, in this regard, that one Mr. C. Muthusamy had filed an affidavit in the proceedings in Company Appeal No.7 of 2001 and Mr. Selvaraaju, President of the Company, filed an affidavit before the Board on 10.3.2001. Except these two affidavits, no other affidavits of either Mr. N. Selvaraaju or Mr. C. Muthusamy were made part of the record. 31. But, the intriguing aspect is as to how the affidavits of Mr. N Selvaraaju and Mr. C. Muthusamy, dated 10.3.2001 and 29.11.200 I, respectively, could be referred to in the order of the alleged review passed on 14.11.2000 in the proceedings under Section 45QA of the RBI Act, 1934. 32. C. Muthusamy were made part of the record. 31. But, the intriguing aspect is as to how the affidavits of Mr. N Selvaraaju and Mr. C. Muthusamy, dated 10.3.2001 and 29.11.200 I, respectively, could be referred to in the order of the alleged review passed on 14.11.2000 in the proceedings under Section 45QA of the RBI Act, 1934. 32. The specific contention in the contempt case before the learned Single Judge of this Court was that there is violation by disobeying the orders of the Board. 33. It is to be further seen from the above discussion that the Promoter Director did not give any undertaking in Company Petition No.35 of 2000, which was suo motu initiated by the Board, wherein the Scheme Order has been passed. In other words, the Scheme Order, dated 29.2.2000, in Company Petition No.35 of 2000, was sought to be implemented in the proceedings under Section 634-A of the Act and hence the affidavit filed by the Promoter Director in the proceedings under Section 45QA of the RBI Act, 1934, cannot be held to be having any bearing in the present case. As we have already observed, in view of the categorical observation, the affidavit filed by the Promoter Director was not at all the basis for formulation of the scheme. 34. In this regard, it is to be seen that the original Scheme Order was passed on 29.2.2000. It is an admitted fact that the Promoter Director and the other Directors had resigned on 16.9.2000. The deposits of the depositor got matured by 28.4.2001, which could be seen from the Fixed Depositt Loan Receipts, which are on record. Therefore, the liability of the Company to repay the deposits as per the scheme would commence from the said date. 35. No doubt, there is failure on the part of the Company in repaying the deposits, as ordained in the Scheme Order, dated 29.2.2000. Obviously, there was no payment for 3 months. The application was filed in the month of July, 2001. Therefore, between the date of maturity of the deposits and filing of the application before the Board, seeking invocation of Section 634-A of the Act, is about 3 months. 36. Obviously, there was no payment for 3 months. The application was filed in the month of July, 2001. Therefore, between the date of maturity of the deposits and filing of the application before the Board, seeking invocation of Section 634-A of the Act, is about 3 months. 36. During the hearing, before the Board, on the said failure, it appears, the Company had contended that since the Fixed Deposit/Loan Receipts were not surrendered to the Company, the Company could not repay the deposits to the depositor. Hence, it cannot be treated as wilful disobedience and the same is unintended. This contention was not accepted to by the Board, without assigning not much of reasoning, however went into the aspect of larger interest of the depositors and eventually permitted the depositor to approach a civil Court for execution. But, we are not expressing any view on the merits of the said reasoning, inasmuch as, the said order had already been subjected to challenge by way of appeal in Company Appeal Nos.7 and 9 of 2001 before a learned Single Judge of this Court by both the depositor as well as the Company, respectively. 37. Notwithstanding the view taken by the Board on the question of breach or default on the part of the Company, the Board held in the order, dated 21.8.2001, in CA No.344/634A1SRB/2001 in Company Petition No.35 of 2000, as under: "6. ....... ..... Section 634A is clear that as in the case of a Court, the orders of the Company Law Board can be enforced by it in the same manner as if it were a decree made by a Court. This section further permits the CLB, in case of its inability to execute the order, to seek the assistance of the Court having competent jurisdiction for execution of its order. In view of this there is no force in the argument of Shri Murali. 7. This section further permits the CLB, in case of its inability to execute the order, to seek the assistance of the Court having competent jurisdiction for execution of its order. In view of this there is no force in the argument of Shri Murali. 7. Taking into consideration the facts and circumstances of the case, the opportunity afforded to the Company and the legal position stated here above, I hereby order that the company shall pay 30 per cent of the deposit amount together with interest at the contracted rate up to the date of maturity and thereafter till the date of payment at the rate of 14.5 per cent within 30 days of receipt of this order, failing which the applicant is at liberty to move the Court, within whose jurisdiction the registered office of the Company is situated to execute the order of the CLB." 38. No doubt, as could be seen from the very definition of 'civil contempt', the undertaking given by either of the party, in the present case, because of which, the Court passes an order and subsequently if he fails to comply with the undertaking, the same amounts to contempt. But, the said principle is not applicable in all cases and in all circumstances. In other words, the mere disobedience does not amount to contempt, unless and until violation or non-compliance of the undertaking is only wilful, deliberate and if beneficial to the person, who committed the breach. 39. It is to be further seen that pursuant to the Scheme Order, dated 29.2.2000, in Company Petition No.35 of 2000, passed by the Board, an application CA No.344/634A/SRB/2001 in CP No.35 of 2000 had been filed by the depositor, under Section 634-A of the Act, seeking to enforce the Scheme Order directing the Company to repay the deposits together with interest within the repayment schedule specified therein. 40. In other words, the depositor never treated it as an act of contempt on the part of the Promoter Director and the other Directors in not implementing the Scheme Order in Company Petition No.35 of 2000. What all that was sought for was - to transfer its Scheme Order to the City Civil Court, Hyderabad, for execution of the proceedings only. 41. What all that was sought for was - to transfer its Scheme Order to the City Civil Court, Hyderabad, for execution of the proceedings only. 41. Therefore, when there was no contention that the failure on the part of the Promoter Director and the other Directors in implementing the Scheme Order of the Board is an act of contempt and when the orders of the Board permit the depositor to execute the Scheme Order of the Board, in the event of failure, the said order actually is a relief sought for by the depositor himself in the application CA No.344/634A/SRB/2001 in C.P. No.35 of 2000, under Section 634-A of the Act, before the Board. So much so, when the depositor had succeeded before the Board in obtaining an order, in the above-referred company application, dated 28.1.2001, it was inconsonance with the relief sought for by him. 42. Surprisingly, Company Appeals against the said order were filed under Section 10-F of the Act both by the depositor as well as the Company, represented by the Managing Director, in Company Appeal Nos.7 and 9 of 2001, respectively, before this Court and the depositor in his Company Appeal sought for prosecution of the Promoter Director for non-compliance of the orders of the Board, whereas in its Company Appeal, the Company sought for setting aside the said order. In the said Company Appeal filed by the depositor, the averment regarding the alleged violation committed by the Promoter Director was neither referred to at all nor any grievance was expressed. Eventually, the order passed by the Board in CA No.344/634A/SRB/ 2001 in CP No.35 of 2000, dated 28.1.2001, was confirmed, in Company Appeal Nos.7 and 9 of 2001, by a common order, dated 3.1.2002, which had become final. 43. Now, for the first time, it has been raised by the depositor in Contempt Case No.915 of 2002 before the learned Single Judge of this Court that the Scheme Order of the Board, in Company Petition No.35 of 2000, dated 29.2.2000, was disobeyed by the Promoter Director and the other Directors. 44. A perusal of this ground appears to be very vague. Whether any part of the order of the Board or the entire Scheme, as such, was violated, was not categorically stated. 44. A perusal of this ground appears to be very vague. Whether any part of the order of the Board or the entire Scheme, as such, was violated, was not categorically stated. In our view, it is only just an omnibus allegation that the order of the Board in Company Petition No.35 of 2000 was violated by the Promoter Director of the Company. Though a feeble statement was made that the Promoter Director and the other Directors of the Company have violated the orders of the Board, the entire thrust was only against the Promoter Director of the Company. 45. Another thing to be noticed is - no allegations were made against the other Directors of the Company, who are the appellants in Contempt Appeal Nos.4 to 11 of 2007, before the learned Single Judge of this Court in Company Appeal Nos.7 and 9 of 2001, who confirmed the orders passed by the Board in the application CA No.344/634A/SRB/2001 in CP No.35 of 2000 filed by the depositor under Section 634-A of the Act. 46. It is not in dispute that, challenging the orders passed by the Board in CA No.344/634AJSRB/2001 in CP No.35 of 2000, the Company also filed Company Appeal No.9 of 2001 before the learned Single Judge of this Court. Both the appeals Company Appeal Nos.7 and 9 of 2001 were dismissed by the learned Single Judge holding that no prejudice would be caused to the depositor when the Board had passed an order permitting him to resort to the execution proceedings, as provided under the Code of Civil Procedure, and thereby confirming the orders of the Board in CA No.344/634A/SRB/2001 in CP No.35 of 2000, dated 21.8.2001. 47. It is worth to note that both the Board in CA No.344/634A/SRB/2001 in CP No.35 of 2000 and the learned Single Judge of this Court in Company Appeal Nos.7 and 9 of 2001 gave liberty to the depositor to approach a civil Court by way of execution. Without taking recourse of that liberty, in the event of any failure, the depositor cannot now say that there is violation of the orders of the Board in Company Petition No.35 of 2000 and in CA No.344/634A/SRB/2001 in CP No.35 of 2000. 48. Without taking recourse of that liberty, in the event of any failure, the depositor cannot now say that there is violation of the orders of the Board in Company Petition No.35 of 2000 and in CA No.344/634A/SRB/2001 in CP No.35 of 2000. 48. It is to be reiterated that the Board had exercised its suo motu statutory jurisdiction provided under sub-section (9) of Section 58A of the Act and on an application made by the depositor, exercised the jurisdiction under Section 634A of the Act and ordered the relief that was actually sought for by giving liberty to the depositor to approach a civil Court by way of execution in the event of failure of the orders passed by it. 49. Learned Senior Counsel for the appellants relied on the observations made by a Division Bench of Madras High Court in Ramalingam v. Mahalinga Nadar, AIR 1966 Mad. 21 , at Paragraph No.3, which are extracted, for ready reference, to the extent relevant : .. . . .. ... ... If the Court is to commence an action in contempt jurisdiction, only after ascertaining facts at such an enquiry obviously it will be converting itself into an agency for arriving at findings of fact, which may be a foundation for contempt jurisdiction. On the contrary, it would be in the interest of justice to exercise contempt jurisdiction, or to commence to do so, only when the facts on the record ex facie support such a proceeding any detailed enquiry must be left to the Court which has passed the order and which is presumably fully acquainted with the subject-matter of its own decree of temporary prohibitory injunction. ... ... ...." 50. The learned Senior Counsel further relied on the judgment in R.N. Dey v. Bhagyabati Pramanik, (2000) 4 SCC 400 , wherein Their Lordships of the apex Court, at Paragraph No.7, observed thus: "7. We may reiterate that the weapon of contempt is not to be used in abundance or misused. Normally, it cannot be used for execution of the decree or implementation of an order for which alternative remedy in law is provided for. Discretion given to the Court is to be exercised for maintenance of the Court's dignity and majesty of law. Further, an aggrieved party has no right to insist that the Court should exercise such jurisdiction as contempt is between a contemnor and the Court. ... Discretion given to the Court is to be exercised for maintenance of the Court's dignity and majesty of law. Further, an aggrieved party has no right to insist that the Court should exercise such jurisdiction as contempt is between a contemnor and the Court. ... ... ... ... ... it is to be noticed that under the coercion of contempt proceeding, appellants cannot be directed to pay the compensation amount which they are disputing by asserting that claimants were not the owners of the property in question and that decree was obtained by suppressing the material fact and by fraud. Even presuming that the claimants are entitled to recover the amount of compensation as awarded by the trial Court as no stay order is granted by the High Court, at the most they are entitled to recover the same by executing the said award... ... ..." 51. In the present case also, this Court cannot go into the aspects as to whether the Promoter Director allegedly filed an affidavit before the Board, basing on which, the Scheme Order, dated 29.2.2000, was passed. As we have already pointed out, an affidavit was filed by the Promoter Director in a different proceeding, initiated under Section 45QA of the RBI Act, 1934. When no clear information is coming forth from the record, we cannot conclusively decide that an affidavit was filed by the Promoter Director and that alone is the basis for the Scheme Order, dated 29.2.2000. 52. As pointed out by Their Lordship of the apex Court in R.N. Dey's case (supra), merely because the depositor is not able to get the order executed in a competent civil Court, contempt proceedings cannot be allowed to be initiated, unless and until fraud or misrepresentation or any other irregularity had been perpetrated, because of which, the orders of the Court were not complied with, perhaps, contempt proceedings can be welcomed to be initiated, in order to keep up the dignity and majesty of the orders of the Court. 53. In fact, learned Counsel for the depositor submitted that if the depositor was asked to go for execution of the orders of the Board, it would take a long time, inasmuch as, contempt proceedings cannot be a substitute to the execution proceedings. 54. 53. In fact, learned Counsel for the depositor submitted that if the depositor was asked to go for execution of the orders of the Board, it would take a long time, inasmuch as, contempt proceedings cannot be a substitute to the execution proceedings. 54. The said submission is indicative of the mind of the depositor that only by taking coercive steps like initiation of contempt proceedings, he could get back the money allegedly deposited by him. This conduct on the part of the depositor as well be termed as resorting to 'armed twisting method'. In other words, what the depositor could not achieve before the Board in CA No.344/634A/SRB/2001 in CP No.35 of 2000 and before the learned Single Judge of this Court in Company Appeal Nos.7 and 9 of 2001 cannot be permitted to be achieved through contempt proceedings. 55. Here, it is to be stated, at the cost of repetition, that though the Promoter Director of the Company and the other Directors of the Company have resigned, almost within few months after the Scheme Order was passed by the Board for repayment, owing to taking over the management of the present Company by another Company, by name MFSL, neither the Promoter Director nor the other Directors of the Company were added as parties in any of the proceedings. At all stages - it is only the Company, represented by the Managing Director, was made party. 56. The role of the Promoter Director of the Company was not properly explained anywhere. Therefore, mere allegations against the Promoter Director, who was neither a party nor an authorized representative of the Company, or the other Directors of the Company, who are the appellants in Contempt Appeal Nos.4 to 11 of 2007, cannot make them liable for contempt. The entire ire was against the Company for not repaying the deposits and for that purpose, making allegations against the Promoter Director and the other Directors of the Company, who had resigned long back and the Company (NFL) was taken over by a new management of another Company (MFSL), and with full knowledge of the said fact, making allegations of violation of the Scheme Order of the Board indiscriminately in CA No.344/634A/SRB/2001 in CP No.35 of 2000, dated 21.8.2001, is wholly unwarranted. 57. 57. Actually, had the depositor, by virtue of permission granted by the Board in the proceedings under Section 634-A of the 94 Act, gone for execution before the competent civil Court, for recovery of the amounts, at least, by this time, he would have recovered the amounts. But, the conduct of the depositor in initiating the litigation one after the other, focusing the entire ire on the Promoter Director and the other Directors of the Company, who were not on the Board of the Company, at all, at the point of time when actually the orders passed by the Board under sub-section (9) of Section 58-A of the Act were to be complied with, cannot be appreciated. 58. We are, therefore, of the firm view that for every, and each and every violation, initiation of 'contempt proceedings' is not the only remedy. The said rer.1edy can be invoked, as held by the apex Court as well as the other High Courts, time and again, only in the circumstances, where the dignity and decorum of the Court and its orders are at serious peril, or because of any fraudulent or mischievous method adopted to disobey the orders of the Court wilfully. 59. At this stage, it is one among the specific contentions of learned Counsel appearing for the depositor that if the depositor approaches the civil Court for execution to recover the amounts deposited by him, it would take a long time. 60. But, we are unable to accept with this submission for the simple reason that it is the depositor himself who filed CA No.344/634A/SRB/2001 in CP No.35 of 2000 to refer the matter to the City Civil Court, Hyderabad, for execution of the orders passed by the Board. In our view, this amounts to blowing hot and cold, and as against the said order of the Board, Company Appeal Nos.7 and 9 of 2001 were filed before this Court. Therefore, the question of violation of the order of the Board in CA No.344/634A/SRB/2001 in CP No.35 of 2000 does not arise. 61. In view of the above discussion, it cannot be held that there is violation of the orders of the Company Law Board, Southern Region Bench at Chennai, in Company Petition No.35 of 2000, and CA No.344/634-NSRB/200l, dated 29.2.2000, and 21.8.2001, respectively, on the part of the Promoter Director and the Directors wilfully. Violation No.3 : 62. 61. In view of the above discussion, it cannot be held that there is violation of the orders of the Company Law Board, Southern Region Bench at Chennai, in Company Petition No.35 of 2000, and CA No.344/634-NSRB/200l, dated 29.2.2000, and 21.8.2001, respectively, on the part of the Promoter Director and the Directors wilfully. Violation No.3 : 62. The third and the last violation, which amounts to contempt, according to the depositor, is - the breach of undertakings given in the affidavit filed before this Court in Company Appeal No.7 of 2001. 63. During the hearing of the said appeals in Company Appeal Nos.7 and 9 of 2001, filed by the depositor and the Company, respectively, it appears, an affidavit had been filed by one G. Ramdas. It is the contention of learned Counsel for the depositor that certain undertakings have been given in the said affidavit by the said G. Ramadas, who is no other than the Senior Manager (Legal) of the Company. Therefore, it is contended that since the undertaking was not complied with, the conduct of the Promoter Director of the Company attracts the provisions of the Contempt of Courts Act, 1971. 64. The above contention has been repelled by learned Senior Counsel for the Promoter Director mainly on two grounds-firstly, the said affidavit was not given by the Promoter Director, but was given by the Senior Manager (Legal) of the existing Company taken over by the new management; secondly, by the date of filing of the said affidavit, the Promoter Director was not a Director nor even a shareholder in the Company, inasmuch as; his shares were transferred in favour of the other Directors of the existing Company. When the said Company has purchased the shares of the Promoter Director, the Promoter Director ceased to be a part of the Company in all respects and was discharged from all his capacities, which he was holding at the time of initiation of the proceedings before the Board. This cessation of the Promoter Director was with effect from 16.9.2000 i.e., from the date of his resignation. 65. In other words, it was under those compelling circumstances, which are beyond the control of the Promoter Director of the Company, who could not implement the orders of the Court. 66. This cessation of the Promoter Director was with effect from 16.9.2000 i.e., from the date of his resignation. 65. In other words, it was under those compelling circumstances, which are beyond the control of the Promoter Director of the Company, who could not implement the orders of the Court. 66. If we put it in a different way, when the Promoter Director had resigned and had no role to play, in any manner, the question of performing his obligation does not arise, about 6 months after the Board passed the Scheme Order in Company Petition No.35 of 2000, dated 29.2.000, so also the other Directors of the Company. 67. On this aspect, learned Counsel for the depositor commented that the same amounts to mud played on the part of the Court by the Promoter Director as well as the other Directors of the Company. 68. This pungent criticism cannot be sustained for the reason that no shareholder, for that matter, even a Director, can be compelled to cling to the Company in some capacity or the other. So long as the Company is in existence and, inasmuch as, the shareholder has statutory liberty to get disassociated with the Company, unless and until apparent prejudice or disadvantage to the depositors or the interest of any other person is caused, the act of leaving the Company does not amount to fraud played on third parties or the Company or the Court. 69. Therefore, since the relationship between the Promoter Director or the other Directors and the Company has got snapped, for all purposes, they are at no obligation to perform the obligation cast upon them by the Scheme Order. c r 70. Furthermore, since the Company t was in existence even as on today or s even as on the date of filing of the application by the depositor under Section 634-A of the Act, by virtue of the cessation of relationship between the Company and the Directors, it is always open for the depositor to proceed against the Company and the other Directors, who were on record, as on the date of filing of application, under Section 634-A of the Act before the Board or go for execution, as was sought by him and as was accepted by the Board and as also was confirmed by the learned Single Judge of this Court in Company Appeal Nos.7 and 9 of 2001. 71. In Niaz Mohammad v. State of Haryana, 1994 (6) SCC 332 , it was observed by the apex Court, at paragraph No.9, that: "... ... .... . ..If from the circumstances of a particular case, brought to the notice of the Court, the Court is satisfied that although there has been a disobedience but such disobedience is the result of some compelling circumstances under which it was not possible for the contemnor to comply with the order, the Court may not punish the alleged contemnor." 72. From the above, it is obvious that even though the Scheme Order, passed by the Board, was not complied with by the Directors as on the date of the order of the Board on 29.2.2000, by virtue of loosing their interest in the Company, their status as Promoter Director or Directors of the Company and the consequent obligations would automatically cease, provided that such cessation was not on account of any ulterior motive of defrauding either the Court or the party, which is apparent from the conduct of such Directors and capable of causing prejudice or irreparable loss to third parties. 73. In the instant case, it is not in dispute that the Company has been very much in subsistence and operation but run by another set of Directors- the name, the status and the nature of business of the Company remain unaltered. 74. An attempt has been made by the learned Senior Counsel for the Promoter Director that since there is no personal liability' attached to the Director of the Company, the Promoter Director of the Company could not be personally held responsible to discharge the liability of any depositor. 75. In this regard, reliance is placed on a judgment of the apex Court in P. C. Agarwala v. Payment. 75. In this regard, reliance is placed on a judgment of the apex Court in P. C. Agarwala v. Payment. of Wages Inspector, MP., 2005 (7) SCALE 519 , wherein it was observed, basing on the judgment rendered by the apex Court in Tata Engineering and Locomotive Company Ltd. v. State of Bihar and others, 1964 (6) SCR 885 , that the corporation in law is equal to a natural person and has a legal entity of its own and that such entity of the corporation is entirely separate from that of its shareholders; it bears its own name and has a seal of its own; its assets are separate and distinct from those of its members; it can sue and be sued exclusively for its own purpose; its creditors cannot obtain satisfaction from the assets of its members; the liability of the members or shareholders is limited to the capital invested by them; similarly, the creditors of the members have no right to the assets of the Corporation. This position has always been the well established ever since the decision in the case of Salomon v. Salomon & Co., (1897) AC 22, HL. However, it has been further observed that depending upon the facts and circumstances, particularly if taken into account the economic factors etc., t the judicial decisions have sometimes recognized the exceptions to the general rule about the juristic personality of the Corporation. It was further observed that, therefore, fraud is intended to be prevented. 76. It has been further contended by the learned Counsel for the depositor that there was a further violation of the common order passed by the learned Single Judge of this Court in Company Appeal Nos.7 and 9 of 2001. 77. In this regard, it is to be seen that, as already noticed, both the depositor as well as the Company filed appeals in Company Appeal Nos.7 and 9 of 2001, respectively, before this Court, as against the order, dated 21.8.2008, passed by the Board, in CA No.344/634A/SRB/2001 in CP No.35 of 2000, whereby the depositor was given liberty to approach the Court of execution, as sought for by him, in the application, filed under Section 634-A of the Act. 78. 78. As already noticed, even as on the date of filing of the said Company Appeals - precisely after about 6 months from the date of the original order, dated 29.2.2000, passed by the Board, in Company Petition No.35 of 2000, the Promoter Director and the other Directors of the Company, who were parties in this dispute, ceased to be the Directors of the Company, by virtue of their resignation consequent upon the Company being taken over by the management of MFSL. There was a total cessation of their relationship with the Company. Therefore, admittedly, even by the date of hearing of the appeals in Company Appeal Nos.7 and 9 of 2001, by the learned Single Judge of this Court, the Promoter Director or the other Directors of the Company, who were parties in the present Contempt Appeals, were not parties. It was only the Company, represented by the Managing Director, that was in existence was made a party. Those company appeals have been dismissed by the learned Single Judge agreeing by the Board with liberty given to the depositor to approach the appropriate Court for execution of the order of the Board. 79. In other words, the appellants have no personal liability arising either from the order, dated 29.2.2000, in Company Petition No.35 of 2000, passed by the Board, or independently under any contract or any other statute. 80. It is to be further seen that the Board did not fasten any personal liability on the Promoter Director of the Company to repay the deposits of the depositor. 81. It is further to be seen that the law is settled that in normal circumstances, there is no• personal liability whatsoever on any of tht Directors of the Company and such liability must necessarily flow either from the special contract such as case of guarantee or under any subject statute (See P.C. Agarwala's case (supra)). 82. It has been pointed out by the learned Counsel for the depositor that certain undertakings were given on behalf of the Company before the learned Single Judge of this Court in Company Appeal Nos.7 and 9 of 2001. 83. 82. It has been pointed out by the learned Counsel for the depositor that certain undertakings were given on behalf of the Company before the learned Single Judge of this Court in Company Appeal Nos.7 and 9 of 2001. 83. In this regard, it is to be noted that an undertaking was given initially by the Managing Director of the Company when the Board passed Scheme Order on 29.2.2000 and subsequently, within 6 months, the Promoter Director along with the other Directors walked out of the Company. We have already expressed our view that the cessation of relationship of the present Directors, including the Promoter Director, was patently not to defraud the depositors, inasmuch as, the Company was and is very much in existence. 84. But, it is on record that 3 officers representing the Company have filed affidavit before the learned Single Judge of this Court in Company Appeal Nos.7 and 9 of 2001. It is again to be noted that the Company was taken over by another. Company, by name Mahalakshmi Factoring Services Limited (for brevity, 'MFSL'), but there was no change in the status of the present Company i.e., Nagarjuna Finance Limited. Representing the same Company, three persons have filed affidavits in Company Appeal No.7 of 2001, which reads as under: One C. Muthusamy, who was the Director of M/s. Mahalakshmi Factoring Services Limited, representing the said Company, stated at Paragraph No.3 of the affidavit that: "I am one of the new promoters who will join the Board of M/s. Nagarjuna Finance Limited. Before the Company Law Board I have filed an affidavit assuring that the order of the Company Law Board would be complied with. Before the Company Law Board I have filed an affidavit assuring that the order of the Company Law Board would be complied with. Before the Company Law Board properties worth Rs.18 crores has been furnished as security by M/s. Mahalakshrni Factoring Services Limited." At Paragraph No.4 of the said affidavit, it is further stated that: "The property belonging to M/s. Mahalakshmi Factoring Services Limited described above in Paragraph 2 (which does not form part of the security of Rs.18 crores offered before the Company Law Board) is being offered as security for the settlement of claim of the Appellant herein." At paragraph No.5 of the said affidavit, it is stated as under : "I on behalf of M/s. Mahalakshrni Factoring Services Limited do hereby undertake not• to alienate the properties described in Para 2 above and to ensure that the said properties remain unencumbered and available as security to the claim of the Appellant in the present Appeal." 85. It is to be noted that the expression 'appellant' referred to in the said affidavit is no other than the depositor in the present contempt appeals. 86. Therefore, from the above, it is obvious that the said M/s. Mahalakshmi Factoring Services Limited, which purchased the present Company, has a new body of Directors and the said deponent, by name C. Muthusamy, has joined as Director of the present Company. Therefore, the Company in dispute did not loose its identity and it has properties, which are of substantial worth. 87. In the said appeal Company Appeal No.7 of2001, filed by the depositor, another affidavit filed by one P. Palanivelu, who styles himself as one among the Directors of M/s. Maxworth Home Limited, which is a Limited Company, confirms that certain properties at Bangalore were sold. The total area of the aforesaid plots is 2872 square metres equivalent to 31,000 square feet. He undertakes to execute a sale deed in favour of M/s. Mahalakshrni Factoring Services Limited. He further stated that he was aware of the fact that C. Muthusamy, Director of M/s. Mahalakshmi Factoring Services Limited, had given an affidavit before this Court undertaking to retain the said property as security for the claim of the depositor. 88. He undertakes to execute a sale deed in favour of M/s. Mahalakshrni Factoring Services Limited. He further stated that he was aware of the fact that C. Muthusamy, Director of M/s. Mahalakshmi Factoring Services Limited, had given an affidavit before this Court undertaking to retain the said property as security for the claim of the depositor. 88. Another affidavit was filed by one G. Ramdas, who was the Senior Manager (Legal) of the Company, undertaking to pay the remaining half of the first year's entitlement of the depositor on or before 20th April, 2002, and the amounts payable in the 2nd and 3rd years will be paid in two instalments every 6 months, in the months of October and April. It was further stated that as security for the repayment of the amounts due to the depositor, the title deeds with respect to the property belonging to one of the Directors were being deposited in this Court. 89. From the above, it is obvious that no undertaking was given by the Promoter Director or the other Directors of the Company, either before the Board, in the proceedings initiated under Section 634-A of the Act, or before this Court, in Company Appeal Nos.7 and 9 of 2001, and in such an event, the question of committing breach of such an undertaking does not amount to contempt, muchless wilful. 90. However, the learned Counsel appearing for the depositor contends that any breach of undertaking amounts to contempt, in the light of the language employed in the definition of 'civil contempt' under Section 2(b) of the Contempt of Courts Act, 1971. Reliance is placed on the judgment of the apex Court in Bank of Baroda v. Sadruddin Hasan Daya, (2004) 1 SCC 360 = 2004 AILD 415 (SC). 91. For better appreciation, it is necessary to note the facts of the said case, which are thus: In a suit filed by the petitioner-bank against the respondents for recovery of money due, during the pendency of appeal before the Supreme Court, parties arrived at a settlement, in terms of which, consent decree was passed by the Court. As per the terms of the decree, certain specified properties shall remain under attachment in execution and shall not be sold, mortgaged, alienated, encumbered or charged to anyone until the decree was satisfied. No payments were made by the respondents in satisfaction of the decree. As per the terms of the decree, certain specified properties shall remain under attachment in execution and shall not be sold, mortgaged, alienated, encumbered or charged to anyone until the decree was satisfied. No payments were made by the respondents in satisfaction of the decree. However, subsequently, in another summary suit instituted in the High Court by another Bank, the respondents entered into another settlement, whereunder they again placed the same properties under attachment and also undertook not to alienate, encumber or create a third party right over the said properties till the satisfaction of the decree in the said suit. The respondents further agreed that the Receiver of the High Court shall stand appointed as Receiver in execution 2008(6) FR-F-29 in respect of the said properties with power to sell and pay over the sale proceeds to the plaintiff towards the satisfaction of the decree, which was passed by the High Court with the consent of the parties. When the petitioner-Bank moved Debts Recovery Tribunal for execution of the earlier decree, the respondents took a legal plea that the decree passed by the apex Court was without jurisdiction and a nullity. 92. In the said case, it was held by the apex Court that the respondents have committed contempt of Court, inasmuch as, the undertaking and consent were not given personally, but were given through a power of attorney will not make any difference as regards the liability for contempt. It was further observed that the petitioner-Bank could execute the decree passed by the apex Court has no bearing on the contempt proceedings, and that the petitioner-Bank could execute the decree is no defence as the matter is one between the Court and the alleged contemnor. 93. In that context, the apex Court held that the undertaking given by the party to the proceedings before the apex Court, which resulted in passing a consent decree with all faith on the undertaking given by the parties to the litigation, and if such an undertaking was subjected to breach, the same amounts to contempt notwithstanding the availability of a right of execution of a decree. 94. 94. We are of the view that the principle laid down by the apex Court in Sadruddin Hasan Daya's case (supra), is wholly unexceptionable, but it was a clear case, where there was a suppression of fact of earlier decree passed basing on an undertaking by the parties to the suit and by committing breach one party to the proceedings was benefited. Such a benefit was not only undo but also playing fraud on the Court in passing such a decree. Absolutely, there is no doubt whatsoever that in case of fraud and suppression of fact and trying to get unduly benefit by giving an undertaking certainly attracts the provisions of the Contempt of Courts Act, 1971, though execution is an effective remedy. In other words, it is not only a fraud against the Court but also the party to the proceedings. 95. But, in the present case, the circumstances are entirely different. As already pointed out, the undertaking, which is being relied on by the depositor, is in serious doubt as to whether the said undertaking was given in the present proceedings, which were initiated under subsection (9) of Section 58-A of the Act, or under Section 45QA of the RBI Act, 1934. When the factual position is not at all clear and it appears that there were two different proceedings and when we are not clear - in which proceeding, the affidavit filed by the Promoter Director of the Company was given, we cannot record any conclusion that there was an undertaking and the same was breached and consequently, basing on presumptions, we cannot proceed against the Promoter Director of the Company under the Contempt of Courts Act, 1971. 96. The view of the apex Court rendered in Sadruddin Hasan Daya's case (supra), was followed by the apex Court in Rama Narang v. Ramesh Narang, (2006) 11 SCC 114 = 2006 AILD 168 (SC). Certain distinction was made between a consent decree and a decree passed by the Court basing on an undertaking given by either party. In both the cases, decrees were passed in terms of the compromise arrived at by the parties or in the light of the undertaking recorded by the Court, which amounts to an undertaking to the Court. Certain distinction was made between a consent decree and a decree passed by the Court basing on an undertaking given by either party. In both the cases, decrees were passed in terms of the compromise arrived at by the parties or in the light of the undertaking recorded by the Court, which amounts to an undertaking to the Court. In a way, it is an inducement to the Court to put on record such undertakings or conditions of the compromise, which eventually culminates into a decree that is executable and any breach thereafter - either the undertaking or the conditions of the agreement, which are part of the decree, shall have to be treated as accountable to the Court. Normally, in case of an undertaking, which was recorded by the Court and had culminated into an order and decree, should be treated as an undertaking given to the Court but not to the other side. In such a case, the contempt jurisdiction may have to be exercised by the Court, whereas in case of decrees basing on compromise between the parties, the same need not necessarily be an undertaking to the Court. But, if the element of inducement to the Court in passing an order and decree, wherein the conditions of such consent were incorporated, may not always necessarily attract the provisions of the Contempt of Courts Act, 1971. In other words, much depends upon the terms and conditions of the compromise and the resultant consent decree in order to invoke the contempt jurisdiction. 97. It is very relevant to take into account the observations made by the apex Court in Baburam Gupta v. Sudhir Bhasin, (1980) 3 SCC 47 , at paragraph No.10, which are as under: "Take another instance where a compromise is arrived at between the parties and a particular property having been allotted to A, he has to be put in possession thereof by B. B does not give possession of this property to A. Can it be said that because the compromise decree has not been implemented by B, he commits the offence of contempt of Court? Here also the answer must be in the negative and the remedy of A would be not to pray for drawing up proceedings for contempt of Court against B but to approach the executing Court for directing a warrant of delivery of possession under the provisions of the Code of Civil Procedure. Indeed, if we were to hold that non-compliance of a compromise decree or consent order amounts to contempt of Court, the provisions of the Code of Civil Procedure relating to execution of decrees may not be resorted to at all. In fact, the reason why a breach of clear undertaking given to the Court amounts to contempt of Court is that the contemner by making a false representation to the Court obtains a benefit for himself and if he fails to honour the undertaking, he plays a serious fraud on the Court itself and thereby obstructs the course of justice and brings into disrepute the judicial institution. The same cannot, however be said of a consent order or a compromise decree where the fraud, if any, is practiced by the person concerned not on the Court but on one of the parties. Thus, the offence committed by the person concerned is qua the party not qua the Court, and, therefore, the very foundation for proceeding for contempt of Court is completely absent in such case. In these circumstances, we are satisfied that unless there is an express undertaking given in writing before the Court by the contemner or incorporated by the Court in its order, there can be no question of wilful disobedience of such an undertaking." (emphasis supplied by us) 98. In the instant case, no doubt, an undertaking had been given. But, the said undertaking was given by one G. Ramdas, Senior Manager (Legal), that too, representing the Company, which actually was taken over by another Company i.e., MFSL, meaning thereby - the present Company is actually being managed by a new Company. Therefore, no Directors in the present contempt appeals gave any undertaking, nor G. Ramdas, Senior Manager (Legal) of the Company, can be treated as authorized officer of the resigned Directors of the Company, who are the appellants in the present contempt appeals. Therefore, no Directors in the present contempt appeals gave any undertaking, nor G. Ramdas, Senior Manager (Legal) of the Company, can be treated as authorized officer of the resigned Directors of the Company, who are the appellants in the present contempt appeals. In other words, for all purposes, the new management i.e., MFSL stepped into the shoes of the present Company and that they were not duly authorized by the appellants to file those If affidavits on behalf of the Company. 99. Therefore, it is totally a different question as to whether what is the liability of the erstwhile Directors? If so, to what (extent and as to whether any breach by any of such Directors amounts to contempt or not? 100. It may perhaps depend upon the terms and conditions while taking over the management of the present Company by a new Company. But, no particulars in this regard, are forthcoming from either side. 101. However, the noticeable factor is that during the proceedings under Section 634A of the Act, before the Board, and in Company Appeal Nos.? and 9 of 2001, before the learned Single Judge of this Court, it is the representatives I)f the MFSL, which took over the present Company, contested the matter. It is not in dispute that the said representatives, by name N Selvaraju, G. Ramdas, C. Muthusamy and P. Palanivelu, represented the Company during the period when all the appellants were not acting as Promoter Director and Directors of the Company, as the case may be. Obviously, since the present Company was taken over after six months of the Scheme Order under sub-section (9) of Section 58A of the Act was passed, in 'all the subsequent proceedings before the Board in Company Petition No.35 of 2000 and before the learned Single Judge of this Court in Company Appeal Nos.7 and 9 of 2001, it is only the officers of the new Company, which had taken over the present Company, represented the Company. 102. 102. Another aspect is - neither filing of affidavits or undertakings, as the case may be, by the above said persons, representing the Company, in the present form, since taken over by the management of MFSL, was objected to by the depositors, nor did they contest that those affidavits or undertakings were not acceptable for them on the ground that they have no capacity to represent the Company, particularly when the depositor had the knowledge even at the time of filing CA No.344/634A/SRB/2001 in CP No.35 of 2000 before the Board. 103. In such circumstances, the conduct of the depositor would only reveal that he conceded to the right of administration of the present Company by the new management i.e., the MFSL, and having so conceded to the management of such new Company, cannot now take a 'U' turn and say before the learned Single Judge of this Court in Company Appeal Nos.7 and 9 of 2001 that the former Promoter Director and the other Directors of the Company, who are the appellants herein, have committed the act of contempt by giving an undertaking to the Board in CA No.344/ 634A/SRB/2001 in CP No.35 of 2000. 104. As already pointed out, none of the present appellants gave such an undertaking nor they were made as parties, except the Company, by name, in either of those earlier proceedings and the affidavits filed by the new management of the present Company were not objected to. 105. In such an event, it is difficult to presume "that a fraud or misrepresentation by the present appellants in the earlier proceedings - both before the Board and this Court was made bringing down the dignity of this Court by way of not complying with the affidavits, particularly when all the affidavits were filed by the representatives of the new management of the present Company, nor it is the case of the depositor that the old Company, by name Nagarjuna Finance Limited, has been wound up and therefore, the liability of the Promoter Director and other Directors of the old Company does not cease. It is not the contention of the learned Counsel appearing for the depositor at all. 106. It is not the contention of the learned Counsel appearing for the depositor at all. 106. The learned Counsel appearing for the depositor has relied on the following judgments of the apex Court regarding the aspect of breach of undertaking and violation of Court Order is contempt under Section 2(b) of the Contempt of Courts Act, 1971, and liable to be punished under Section 12 of the said Act: (i) Chhaganbhai v. Soni Chandu Bhai, AIR 1976 SC 1909 ; (ii) K. V. Shivakumar v. Kanak Raj Mehta, (2000) 10 SCC 519 ; (iii) David Jude v. Hannah Grace Jude, (2003) 10 SCC 760 ; (iv) Commissioner, Karnataka Housing Board v. C. Muddaiah, (2007) 7 SCC 689 ; (v) Supdt. of Central Excise v. Somabhai Ranchhodhbhai Patel, (2001) 5 SCC 65 ; (vi) Duli Chand v. Union of India, AIR 1992 SC 777 ; (vii) Firm Ganpat Ram Rajkumar v. Kalu Ram, AIR 1989 SC 2285 ; (viii) Environment Awareness Forum v. State of J&K, AIR 1999 SC 1495 ; (ix) Yusuf Qureshi v. Sri MA. Rafat, Former Special Officer, A.P, State Waif Board, Hyderabad, 1996 (3) ALD 864 (DB) = 1996 (2) ALD (Crl.) 444 = 1996 (3) ALT 514 (DB) and (x) Bank of India v. Vijay Transport, (2000) 8 SCC 512 . 107. In Chhaganbhai's case (supra), the appellant therein had, in previous revision proceedings before the High Court, given a solemn undertaking to the Court to handover certain premises in his possession, that the said undertaking was on record and in view of it, the revision was dismissed and that there was a breach of the undertaking. In such circumstances, the apex Court held that the case being a case of a deliberate violation of an undertaking to the Court, the effect was the same as that of breach of an injunction and hence it amounted to contempt of Court. 108. In such circumstances, the apex Court held that the case being a case of a deliberate violation of an undertaking to the Court, the effect was the same as that of breach of an injunction and hence it amounted to contempt of Court. 108. In K. V. Shiva Kumar's case (supra), the apex Court held that for failure to comply with the order of Court to pay the amount ordered by it, the appellant therein was ordered jail sentence and accepting the unconditional apology tendered by the appellant, by undertaking to pay the entire amount due to the Government in installments, jail sentence was set aside on condition that if he fails to abide by his undertaking even in regard to the payment of one monthly installment, he would be liable to serve the remaining period of sentence as per the impugned order. 109. In David Jude's case (supra), which was a matrimonial dispute regarding custody of child, respondent No.1, mother of the child, undertaking before the Supreme Court to ensure the presence of the child and her own presence before the Family Court as and when required, and respondent No.2, who is the maternal grandmother of the child, undertaking to ensure the presence of the child before the Family Court as and when required. Respondent No.1 filed a case for custody and divorce in the United States and neither appearing before the Family Court nor the Supreme Court and also keeping the child with her, despite Family Court's directions, granting custody to the father and the apex Court held that respondents 1 and 2 were guilty of contempt. 110. Respondent No.1 filed a case for custody and divorce in the United States and neither appearing before the Family Court nor the Supreme Court and also keeping the child with her, despite Family Court's directions, granting custody to the father and the apex Court held that respondents 1 and 2 were guilty of contempt. 110. In C. Muddaiah's case (supra), where the order passed by a learned Single Judge of High Court in earlier writ petition directing th(' appellant Board to re-assign the seniority of the respondent employee and pay him consequential benefits had attained finality, denial of payment of consequential benefits by the Board contending that no direction in respect thereof could have been passed as the respondent was not entitled to the said benefits under the relevant Act, the apex Court held that once a direction is issued by a competent Court, it has to be obeyed and implemented without any reservation, and the said direction cannot be made ineffective by not complying therewith taking the plea that no such direction could have been issued by the Court and the same was not justified. 111. In Somabhai Ranchhodhbhai Patel's case (supra), in compliance with the order of the High Court, staying the execution of decree, the judgment-debtor had deposited the decretal amount into the trial Court, and the judgment-creditor was permitted to withdraw 50% of the said amount after furnishing security and the remaining 50% without security, the apex Court stayed the order of the High Court to the extent it had permitted withdrawal of 50% of the amount without security, and held that since the judgn1ent-debtorwas living abroad for quite a long period (five years in this case) and had no notice, and had tendered unqualified and unconditional apology, he spared of punishment for the action of his attorney and in view of his unqualified and unconditional apology, contempt proceedings against the trial Judge dropped with a serious reprimand but the matter was referred to the disciplinary authority for appropriate action. 112. In Duli Chand's case (supra), a direction was given by the apex Court to the Government to grant Freedom Fighter's pension to employees from particular date and the pension was granted by the Government from later dates, which amounts to defying direction of the Court. 112. In Duli Chand's case (supra), a direction was given by the apex Court to the Government to grant Freedom Fighter's pension to employees from particular date and the pension was granted by the Government from later dates, which amounts to defying direction of the Court. The plea that pension was granted on production of documentary proof in support of their claims was not raised in writ petition, in which direction was given, but raised for the first time in the counter-affidavit, filed in the interim application, was not justified and the orders of the Court were directed to be complied with. 113. In Firm Ganpat Ram Rajkumar's case (supra), there was an order of eviction against a firm, which was confirmed by the apex Court and six months' time was given to the firm on condition of giving usual undertaking by it, but no undertaking was given by the said firm nor premises was vacated, and when the sons and grandsons of the partners of the firm obtained temporary injunction against the landlord and one of the partners restraining them from ejecting the plaintiffs, it was held that the order of the apex Court cannot be defeated by such an order of injunction and the premises should be vacated by the firm. It was further held that the failure to give possession, if it amounts to contempt, in the facts of the case, was continuing wrong to which Section 20 of the Contempt of Courts Act, 1971 was not applicable. 114. In Environment Awareness Forum's case (supra), there was wilful disobedience of the order and the Court, vide its order dated 4.3.1997, exempted minor forest produce from ban on fellings. Katha manufactured from khair wood is minor forest produce and khair tree, however, is not a minor forest produce but it is timber. The order, dated 4.3.1997, does not lift ban on felling of khair trees. The State Government officials allowed felling of khair trees and committed wilful breach of orders of the Court, show-cause notice for contempt was directed to be issued. 115. In Yusuf Qureshi's case (supra), the judgment of Division Bench in writ appeals holding that petitioner and other members were entitled to function as members of the Wakf Board and their functioning as Chairman and members was not dependent upon any consequential formal orders from the Government. 115. In Yusuf Qureshi's case (supra), the judgment of Division Bench in writ appeals holding that petitioner and other members were entitled to function as members of the Wakf Board and their functioning as Chairman and members was not dependent upon any consequential formal orders from the Government. The petitioner assuming office of Chairman pursuant to the orders of the High Court and functioning as such for one day and passing orders, and having knowledge of Court's Order, respondents 1 and 2 wilfully and deliberately disobeyed the orders of the Court by preventing the petitioner from functioning as Chairman of Wakf Board taking protection of police. Therefore, respondents 1 and 2 were found guilty of civil contempt of Court punishable under Section 12(1) of the Contempt of Courts Act, 1971. 116. In Vijay Transport's case (supra), the apex Court, while considering the provisions of the Contempt of Courts Act, 1971, held that unauthorisedly dealing with property custodia legis, and violating orders of the Court are acts of contempt. In that case, the trial Court while decreeing the suit of the plaintiff, in part, allowed the defendants' counter-claim in full. On appeal, the High Court granted stay of execution of the decree, relating to the counter-claim, subject to the plaintiff depositing certain amount with the trial Court. High Court granted liberty to the defendants to withdraw the same after furnishing bank guarantee. The plaintiff deposited and defendant withdrew the said amount accordingly. 117. Further, in the appeal, the High Court decreed the suit in full and dismissed I the counter-claim. Consequently, the plaintiff applied to the trial Court for restitution of the said amount, which had been deposited by it and withdrawn by the defendants. Pursuant to the trial Court's Order, the guarantor bank deposited the amount. At the stage, the defendants getting the restitution application transferred to another trial Court and in a planned way, procuring from that Court a cheque for the said amount and getting the same encashed. In such circumstances, the defendants dealt fully with property custodia legis. Order of the trial Court permitting withdrawal, held, could not save the plaintiffs as their filing of the application before the trial Court for withdrawal was itself an abuse of process of the Court. Morever, withdrawal of money by the defendants in the absence of any subsisting bank guarantee, held, violated the orders of the High Court. Order of the trial Court permitting withdrawal, held, could not save the plaintiffs as their filing of the application before the trial Court for withdrawal was itself an abuse of process of the Court. Morever, withdrawal of money by the defendants in the absence of any subsisting bank guarantee, held, violated the orders of the High Court. Hence, defendants were guilty under both the counts. In such circumstances, sentence of fine alone was, held, not enough. 118. In all the judgments, referred to above, the effect of non-compliance of the order of the Court, particularly pursuant to certain undertakings, both in the context of matrimonial disputes or any other context, culminated into an order of the Court or the facts of some of the judgments, referred to, are totally different and not relevant. 119. In fact, the question of limitation, though incidental, was not seriously argued by either side. 120. It is needless to mention that every act of non-implementation of the order of the Court ipso facto amounts to contempt of Court. Whether a person had committed contempt or not, has to be viewed from all the facts and circumstances, including the intention and conduct of the party, who violated the order of the Court. 121. If the intention and conduct of the party, who violated the order of the Court or an undertaking, culminated into an order and decree by the Court, such an intention and conduct of the party is to abrogate or stultify the order of the Court or the undertaking, as the case may be, and implies the knowledge of the party, who resort to such breach that he is going to be benefited unduly. 122. 122. Coming to the case on hand, it is to be seen that it is not the contention of the learned Counsel appearing for the depositor before the Board in CA No.344/634A/SRB/200 I in CP No.35 of 2000 that the Promoter Director and the other Directors had resigned only in order to avoid the liability imposed by the Board in the Scheme Order passed under subsection (9) of Section 58-A of the Act i.e., to repay the money to the depositors and therefore, the only inference that can be drawn is that the depositor had knowledge that the Company was taken over by a new management and even when the affidavits were filed by the officers belonging to the said new management, representing the present Company, no such averment was made against the Promoter Director and the other Directors, who are appellants herein. 123. What was observed by the learned Single Judge of this Court in the common order, dated 3.1.2002, passed in Company Appeal Nos.7 and 9 of 2001, is as under: "Coming to the submission made by the learned Counsel for the depositor, I do not see any reason why he should have any grievance against the impugned order. It is open for him as indicated by the Company Law Board in the impugned order to move the appropriate Court for the execution of the order of the Company Law Board dated 29th February, 2000." 124. In fact, Company Appeal No.7 of 2001 was filed by the depositor under Section 10(f) of the Act, aggrieved by the order of the Board in CA No.344/634A/SRB/2001 in CP No.35 of 2000, dated 21.8.2001, whereby the depositor was given liberty to approach the civil Court for execution. In fact, that was the prayer of the depositor in the said application before the Board, as could be seen from the order of the Board. 125. Further, in CA No.344/634A/SRB/ 2001 in CP No.35 of 2000, a specific plea had been taken by the representative of the Company that the Company was entitled to wait till the end of one year from the date of maturity for the payment of 30 per cent of the principal amount with interest as per Clause 11 (f) read with 12(iv) of the Scheme. It was further pleaded that, even otherwise, the depositor did not surrender the Fixed Deposit/Loan Receipts to enable the Company to repay the amounts as per the Scheme. 126. In this regard, we are of the view that the above plea, notwithstanding its validity and justifiability or otherwise was available very much to the Company, inasmuch as, the said plea was a contentious issue, no opinion need be expressed by this Court, at this stage, in contempt proceedings. However, the learned Single Judge, while dealing with Company Appeal Nos.7 and 9 of 2001, filed by the depositor and the Company, respectively, against the orders in CA No.344/634A/SRB/2001 in CP No.35 of 2000, dated 21.8.2001, did not agree with the reasoning given by the Company. 127. It is to be remembered again that the learned Single Judge, while disposing of the Company Appeal Nos.7 and 9 of 2001, did not go into the aspect of the status of the present Company being managed by the MFSL, which is the new management. In other words, those issues did not fell for consideration. However, the said company appeals were dismissed, confirming the orders passed by the Board in CA No.344/634A/SRB/2001 in CP No.35 of 2000, dated 21.8.2001, giving liberty to the depositor to approach the competent civil Court, as no apparent prejudice was caused to him. 128. We are of the view that when contentious issues, which are based on facts and appear to be bona fide, required examination, the contempt jurisdiction is inexpedient to be invoked. 129. For ready reference, Clauses 11(f) and 12(iv) of the Scheme Order, passed by the Board, are extracted hereunder, which are thus: "11 (f) All deposits above Rs.50,000/together with interest from the date of deposit till date of payment shall be paid within 36 (thirty six) months from the date of maturity or date of the order of the CLB whichever is later at 30% of the principal amount with interest thereon during the first year, 35% of the principal amount with interest thereon during the second year and balance of 35% of the principal amount with interest thereon during the third year." "12(iv). The payments shall be spread over all the months in each year." 130. The payments shall be spread over all the months in each year." 130. In the above context, it is further pertinent to note that the said contention was available only to the present Company managed by a new Company and there was no occasion for all the appellants herein to raise that contention that they were neither Directors at the relevant point of time nor they were made parties in their individual capacity. So much so, the question of wilful disobedience of the 'orders of the Court by all the appellants herein in their capacity as Directors cannot be held to be established unimpeachably. 131. Another important aspect to be noticed is that with effect from September, 2000, after the Scheme Order was passed by the Board, under sub-section (9) of Section 58A of the Act, the Company (NFL) as a whole, was taken over by a new Company (MFSL) and the affidavits were filed by the authorized personnel of such Company, at every stage, stating categorically that the orders of the Board would be complied with, that to comply with the said orders, there is sufficient guarantee in view of its viability and in order to demonstrate the same, some properties at Bangalore were also quoted. 132. Therefore, it appears, the Company that is being managed by the new management has sufficient properties, if necessary, for disposal in order to comply with the orders of the Board. Absolutely, at no point of time, there was denial of the obligation by the authorized representatives of the Company, who were actually on the Board of management. When there is no denial by the Company managed by the earlier authorized officer or by the same Company under a new management and its authorized representatives, at different stages, it is hard to hold that it is eminently a fit case for initiation of the proceedings under the Contempt of Courts Act, 1971. 133. As was already pointed out by us, merely because there was failure, the contempt jurisdiction cannot always be invoked. The overall facts and circumstances have to be looked into with more caution and circumspection before invoking such jurisdiction, keeping in view the dignity and decorum of the orders of the Court. Point No.1 is answered accordingly. 134. 133. As was already pointed out by us, merely because there was failure, the contempt jurisdiction cannot always be invoked. The overall facts and circumstances have to be looked into with more caution and circumspection before invoking such jurisdiction, keeping in view the dignity and decorum of the orders of the Court. Point No.1 is answered accordingly. 134. Point No.2: Apropos this point, it is on record that, originally, before the learned Single Judge of this Court, Contempt Case No.915 of 2002 was filed only against the appellant in Contempt Appeal No.3 of 2007 i.e., the Promoter Director, President of the Company and the Company. The learned Single Judge, having gone into the merits of the case, has recorded a finding that not only the Promoter Director but also the Company were held to have committed contempt of Court. Therefore, it was further pointed out that it is not only the Promoter Director of the Company but also the appellants in Contempt Appeal Nos.4 to 11 of 2007, who were allegedly the other Directors of the Company, at the relevant point of time, were also held to be contemnors and accordingly imposed the punishment. 135. It is the contention of the learned Counsel appearing for the depositor that though the other Directors of the Company were not added as parties in the contempt case along with the Promoter Director, the Court shall initiate proceedings suo motu invoking the contempt jurisdiction and they shall be punished for civil and criminal contempt. 136. 135. It is the contention of the learned Counsel appearing for the depositor that though the other Directors of the Company were not added as parties in the contempt case along with the Promoter Director, the Court shall initiate proceedings suo motu invoking the contempt jurisdiction and they shall be punished for civil and criminal contempt. 136. In this regard, relying on the following judgments, the learned Counsel appearing for the depositor contended that the High Court, being a Constitutional Court, has jurisdiction and authority to exercise suo motu power under Section 15 of the Contempt of Courts Act, 1971, read with Article 215 of the Constitution of India, that the suo motu power is vested in the apex Court as well as the other High Courts either under Article 129 or 215 of the Constitution of India, that, in fact, in many a occasion, the apex Court had convicted, sentenced and imposed fine, or together with sentence and fine, more than the fine amount provided in Section 12 of the Contempt of Courts Act, 1971, to maintain the dignity and majesty of law, pressure rule of law, to protect and secure justice to the citizens of India and that the paramount consideration is to secure and provide justice to citizens. (i) S.K. Sarkar, Member, Board of Revenue, U.P., Lucknow v. Vinay Chandra Misra, AIR 1981 SC 723 (1) = 1981 Cri.LJ 283; (ii) Video Movies by Propr: Haji Rasheed Mohammed v. D. Ramanujam, Madras, AIR 1986 Mad. 119 ; (iii) Vijay Kumar v. The D.I. G. of Police, 1987 Cri.LJ 2018 (Ker.); (iv) A. Ramamohana Rao v. Chalasani Purnachandra Rao, 1981 Cri.LJ 1332 (AP) (DB); (v) State of U.P. v. Radhey Shyam Tripathi, 1983 Cri.LJ 1153 (All) (DB); (vi) Vinaya Chandra Misra v. Sachindra Kumar Sarkar, 1974 Cri.LJ 962 (V.80 C.313) (All) (DB); (vii) P.N. Duda v. P. Shiv Shanker, AIR 1988 SC 1208 ; (viii) Shri C.K. Daphtary and others v. Shri D.P. Gupta, 1971 (1) SCC 626 ; (ix) State v. Dhruba Charan Bahali, 1976 Cri.LJ 246 (1) (Ori.) (DB); (x) Subhash Chand v. S.M Aggarwal, 1984 Cri.LJ 481 (Del.) (DB); and (xi) Daroga Singh v. B.K. Pandey, (2004) 5 SCC 26 = 2004 AILD 350 (SC). 137. A perusal of the above judgments would only reveal that they dealt with 'criminal contempt' and punishment was imposed for the same. 137. A perusal of the above judgments would only reveal that they dealt with 'criminal contempt' and punishment was imposed for the same. But, in the present contempt appeals, there is 'civil contempt'. Therefore, there is no necessity for this Court to go into the aspect of 'criminal contempt' and for that purpose, the judgments cited by the learned Counsel appearing for the depositor are not relevant. As such, those judgments, though unexceptionable, in the facts and circumstances of the above said cases, particularly relating to 'criminal contempt', are not applicable to the present contempt appeals. 138. It is the further contention of the learned Counsel appearing for the depositor that Contempt Appeal Nos.4 to 11 of 2007 are not maintainable, inasmuch as, it is only the notice, under Form I of the Rules, that is under challenge and therefore, the Directors shall appear before the learned Single Judge of this Court and contest the matter. 139. Per contra, the learned Senior Counsel appearing for the other Directors contends that the learned Single Judge of this Court was in serious error that after imposing punishment to the other Directors, who are appellants in Contempt Appeal Nos.4 to 11 of 2007, along with the Promoter Director, who is the appellant in Contempt Appeal No.3 of 2007, later on, after two adjournments, in directing to issue notices under Form I of the Rules and that this procedure adopted by the learned Single Judge was contrary to the principles of natural justice. 140. It is their further contention that the other Directors have not been questioning the notices under Form I of the Rules, but they have actually been questioning the order of conviction and punishment recorded against them in Contempt Case No.915 of 2002 to which, the Directors are not at all parties. According to the learned Counsel, this is tantamount to putting the horse behind the cart. 141. The learned Counsel appearing for the depositor, while relying on the following judgments of the apex Court, contended that the order initiating contempt proceedings by issuing notice under Section 17 of the Contempt of Courts Act, 1971, is not appealable under Section 19(c) of the said Act. (i) Purnshotam Dass Goel v. Hon'ble Mr. 141. The learned Counsel appearing for the depositor, while relying on the following judgments of the apex Court, contended that the order initiating contempt proceedings by issuing notice under Section 17 of the Contempt of Courts Act, 1971, is not appealable under Section 19(c) of the said Act. (i) Purnshotam Dass Goel v. Hon'ble Mr. Justice B.S. Dhillon, AIR 1978 SC 1014 = 1978 Cri.LJ 772; (ii) Union of India v. Mario Cabral E Sa, AIR 1982 SC 691 ; (ill) Barada Kanta Mishra v. Orissa High Court, AIR 1976 SC 1206 ; (iv) Delhi Judicial Service Association, Tis Hazari Court, Delhi v. State of Gujarat, AIR 1991 SC 2176 (1). 142. A perusal of the above judgments would only reveal that they dealt with merely initiating contempt proceedings by issuing notice under Section 17 of the Contempt of Courts Act, 1971, is not appealable under Section 19(1) of the said Act. But, in the contempt appeals on hand, the appellants were found guilty by the learned Single Judge of this Court in Contempt Case No.915 of 2001 and were convicted and sentenced to suffer imprisonment. 143. The appellants herein are challenging the said judgment only but not the notices issued under Form I of the Contempt of Court Rules, 1980. Therefore, there is no necessity for this Court to go into the aspect of initiation of contempt proceedings, by issuing notice under Section 17 of the Contempt of Courts Act, 1971, which is not appeal able, under Section 19(1) of the said Act, and for that purpose, the judgments cited by the learned Counsel appearing for the depositor are not relevant. Therefore, those judgments, though unexceptionable, in the facts and circumstances of the above said cases, particularly relating to appeal ability of the contempt notice, they are not applicable to the present contempt appeals. 144. In view of the above, It IS to be seen that, as per Section 19 of the Contempt of Courts Act, 1971, any order or decision of the High Court, in the exercise of its jurisdiction, to punish for contempt is amenable for challenge by way of an appeal. 145. 144. In view of the above, It IS to be seen that, as per Section 19 of the Contempt of Courts Act, 1971, any order or decision of the High Court, in the exercise of its jurisdiction, to punish for contempt is amenable for challenge by way of an appeal. 145. As rightly pointed out by the learned Senior Counsel appearing for the Directors, the learned Single Judge of this Court was in error in holding that the Directors also held to be contemnors and consequently imposed the punishment with simple imprisonment for a period of six months and fine of Rs.2,000/- each. 146. It is to be seen that the other Directors were not added as parties at all by the depositor, who sought invocation of the contempt jurisdiction by the learned Single Judge of this Court. 147. Therefore, the subsequent issuance of notices under FOill1 I of the Rules, after convicting the Promoter Director and the other Directors, who are appellants in Contempt Appeal Nos.3 to 11 of 2007, for contempt and imposing punishment also, that too, without affording an opportunity of being heard, is ex facie illegal. Instead, the learned Single Judge ought to have considered his jurisdiction to recall the findings recorded against the Directors, who are the appellants herein and then issued notices under Form I of the Rules. 148. But, as could be seen from the impugned judgment in Contempt Case No.915 of 2002, the order of conviction and sentence was allowed to remain unaltered and after passing the final judgment, Registry was directed to issue notices under Form I of the Rules to the Promoter Director and the other Directors of the Company, who are the appellants herein. Allowing the earlier findings regarding the conviction and sentence as against the Directors to remain on record on one hand, and ordering notices under Form I of the Rules on the other, are absolutely disarray, not in order and incompatible. 149. Therefore, on this ground alone, the findings recorded by the learned Single Judge of this Court in Contempt Case No.915 of 2002, dated 3.8.2007, in holding the Promoter Director and the other Directors of the Company, who are the appellants herein, as contemnors and the consequent punishment imposed on them is liable to be set aside. 150. 149. Therefore, on this ground alone, the findings recorded by the learned Single Judge of this Court in Contempt Case No.915 of 2002, dated 3.8.2007, in holding the Promoter Director and the other Directors of the Company, who are the appellants herein, as contemnors and the consequent punishment imposed on them is liable to be set aside. 150. The next incidental question in this regard is - in such an event, can the notices under Form I of the Rules be allowed to be in operation? Our answer, again, is - in affirmative 'No'. 151. Since the liability of the other Directors stands on the same footing as that of the Promoter Director, who is the appellant in Contempt Appeal No.3 of 2007, in all respects, the reasoning assigned by us to set aside the order of the learned Single Judge of this Court insofar as the Promoter Director, the same result shall follow in these contempt appeals, filed by the other Directors of the Company also. 152. Since and virtually, the learned Single Judge of this Court had recorded a finding holding these appellants as contemnors and imposed punishment, the direction to the Registry to issue notices under Form I of the Rules had ensued. In other words, the issuance of notices under Form I of the Rules is the direct consequence of the unsustainable order that was passed in Contempt Case No.915 of 2002 insofar as these appellants. 153. Therefore, the contention of the learned Counsel appearing for the depositor cannot be accepted, apart from the order of the learned Single Judge. As a result, the findings recorded against the appellants in Contempt Appeal Nos.4 to 11 of 2007 and the conviction imposed on them are liable to be set aside and the consequential direction to the Registry to issue notices under Form I of the Rules is also liable to be set aside, for the simple reason that both the orders i.e., holding these appellants as contemnors and the consequential direction to issue notices under Form I of the Rules cannot go together, so long as the findings recorded against these appellants remain in the order in Contempt Case No.915 of 2002. 154. We clarify that, on merits, in all respects, these appellants stand in line with the Promoter Director. 154. We clarify that, on merits, in all respects, these appellants stand in line with the Promoter Director. Therefore, the impugned order passed by the learned Single Judge of this Court in Contempt Case No.915 of 2002 in its entirety is liable to be set aside. As a result, the consequential order directing the Registry to issue notices under Form I of the Rules is also liable to be set aside. Point No.2 is answered accordingly. 155. In the result, all the contempt appeals are allowed, setting aside the; impugned judgment of the learned Single Judge of this Court;, in Contempt Case No.915 of 2002, dated 3.8.2007, and the consequential order directing the Registry to issue notices issued under Form I of the Rules.