Judgment Challa Kodanda Ram, J. 1) This reference case is placed before this Court by the Institute of Chartered Accountants of India, Indraprastha Marg, New Delhi, (hereinafter referred to as “the Institute”), in compliance with the Section 21 (3) of the Chartered Accountants Act, 1949 (hereinafter referred to as “the C.A. Act”) in respect of Sri G. Pattabhyi Rama Charya, Chartered Accountant (hereinafter referred to as “the respondent”). 2) Before we proceed with the case, we may notice certain amendments to Section 21 and 22 of the Act. With effect from 17th November 2006, the earlier Section 21 of the C.A. Act was replaced with new Sections 21 and 22 of the C.A. Act. Sections 21A to 21D and Sections 22A to 22G were inserted in the C.A. Act. In terms of the amended Section 21(1) of the C.A. Act, the Council was to establish a Disciplinary Directorate headed by an officer of the Institute designated as Director (Discipline) who was to arrive at a prima facie opinion on the misconduct of a member. If the member was found guilty of professional or other misconduct as mentioned in the First Schedule to the C.A. Act, then the matter would be placed before a Board of Discipline (BOD), constituted by the Council under Section 21A(1) of the C.A. Act. If the Director (Discipline) under Section 21(3) of the C.A. Act was of the prima facie view that the member was guilty of any professional W.P. (Civil) No. 1721 of 2010 Page 3 of 24 or other misconduct as mentioned in the Second Schedule of the C.A. Act, then the matter would be placed before the Disciplinary Committee (DC). Against the decision of either the BOD (under Section 21A) or the DC (under Section 21B), the aggrieved member could apply under Sec.22-G of the C.A. Act to an Appellate Authority (AA) to be constituted under Section 22-A of the C.A. Act. Under the unamended Section 21 of the C.A. Act, a reference had to be made by the Council to the High Court in the event that a member was found guilty of professional misconduct and where the punishment was either removal of the member from the register permanently or for a period of five years. Under the unamended Section 21 of the C.A. Act, a reference had to be made by the Council to the High Court in the event that a member was found guilty of professional misconduct and where the punishment was either removal of the member from the register permanently or for a period of five years. Under the amended provisions, the reference to the High Court was replaced with an appeal to the AA comprising a Chairperson who has to be a sitting or a retired Judge of a High Court and two other members. Section 21D of the C.A. Act is a transitional provision which reads as under: "All complaints pending before the Council or any inquiry initiated by the Disciplinary Committee or any reference or appeal made to a High Court prior to the commencement of the Chartered Accountants (Amendment) Act, 2006, shall continue to be governed by the provisions of this Act, as if this Act had not been amended by the Chartered Accountants (Amendment) Act, 2006." 3) Inasmuch as this is a reference of the year 2000, the amended provisions have no application and the matter has to be dealt under unamended Section 21 of the C.A. Act. 4) The reference has been made under the circumstances mentioned hereinafter: i) The respondent, at relevant point of time, was the partner of the Chartered Accountant firm under the name and style of M/s Madhu & Pattabhi, Chartered Accounts, Secunderabad (hereinafter referred to as “the firm”). For the accounting year ending 31.03.1989, the firm was the auditors of a Club under the name and style of New Club, West Maredpally, Secunderabad, (hereinafter referred to as “the Club”) registered under the Societies Act. ii) The accounts for the year ending 1989 were audited by the firm and the audit report signed by the respondent were submitted to the management of the Club on 12.02.1990 to enable them to place the same before the Annual General Body Meeting to be held on 31.03.1990. The auditors report was placed before the Annual General Body meeting and on account of pandemonium created by some members over allegations of misutilisation of funds in the construction of the building, the meeting did not take up the auditors report and accounts for discussion. Meeting was adjourned sine die. The auditors report was placed before the Annual General Body meeting and on account of pandemonium created by some members over allegations of misutilisation of funds in the construction of the building, the meeting did not take up the auditors report and accounts for discussion. Meeting was adjourned sine die. Thereafter, with effect from 01.04.1990, the respondent commenced his independent practice and was appointed as the auditor of the Club. On reviewing the accounts and coming to realize that there were certain discrepancies with respect to auditor’s report submitted by the erstwhile firm, the respondent addressed a letter dated 05.03.1990 pointing out about the discrepancy in closing stock as on 31.03.1989 in the audit report dated 12.02.1990 for the year 1988-1989. The respondent had expressed a doubt that there may be a mistake in adopting the closing stock at Rs.7,425-40 ps., and expressed a desire to reexamine the accounts thoroughly with excise records and also to make physical verification of the stocks. He further required in the letter not to place the audit report and annual accounts before the Annual General Body Meeting with a request to keep the same in abeyance till further confirmation from him. iii) Further, by letter dated 05.04.1990, the Club confirmed that the audit report dated 12.02.1990 and accounts for the year ended dated 31.03.1989 were not placed before the Annual General Body Meeting. Finally, the respondent submitted a revised audit report on 10.08.1990 for consideration of the members and the same was placed before the General Body Meeting on 12.08.1990 and it was unanimously approved and adopted. In the audit report submitted on 10.08.1990, the value of closing stock was shown as Rs.78,033-79 Ps., as against Rs.7,425-40 ps., mentioned in the audit report dated 12.02.1990 submitted by the firm. Likewise, the amount of dues from the members was also revised as Rs.70,984-55 ps., in place of Rs.48,685-77 ps., iv) It appears from the record that there were certain inter se disputes between the members of the Club, and in that process to settle scores with his rivals to pressurize the members of Managing Committee one Dr. Gurmith Singh lodged a complaint dated 27.11.1990 with the Institute alleging gross professional misconduct on the part of the respondent, who was perceived to be close to the Members of the Managing Committee. Gurmith Singh lodged a complaint dated 27.11.1990 with the Institute alleging gross professional misconduct on the part of the respondent, who was perceived to be close to the Members of the Managing Committee. His complaint was taken up for consideration by the Institute and on the recommendation of the Council of the Institute of Chartered Accountants of India, New Delhi (in short “the Council”) the matter was placed before the Disciplinary Committee, which in turn conducted an enquiry in terms of Section 21 of the Act, and submitted its report to the Council. The Council after following procedure and giving opportunity to the respondent on the report and findings of the disciplinary committee came to conclusion that the respondent was guilty of gross misconduct under Section 22 read with Clause 7 of the Schedule II of the C.A. Act. v) The Council having found the respondent guilty had recommended punishment of ‘reprimand’ to be administered to the respondent. Therefore, in terms of Section 21(6) of the C.A. Act referred the case to the High Court for passing appropriate orders. 5) When the matter was placed before this Court for consideration, considering the importance of the matter involving a case of alleged professional misconduct of a professional, this Court vide its order dated 25.02.2012 had appointed Sri S. Ravi, learned Senior counsel of this court as ‘Amicus Curiae’ to assist the Court with regard to “as to whether a revised audited report/certificate drawn up before the earlier audited report was adopted by the Annual General Body, would constitute misconduct.” Notices were issued to the respective parties and on behalf of the respondent, Sri P. Venugopal, on behalf of the Institute Sri T.S. Anand had appeared and argued the case. Sri S. Ravi, learned Senior Counsel had made submissions to assist the Court. 6) The learned counsel for the Institute Sri T.S. Anand while placing reliance on the findings of the disciplinary committee would submit that the High Court is required to accept the finding recorded and may consider only with respect to the punishment which has been recommended by the Institute. 6) The learned counsel for the Institute Sri T.S. Anand while placing reliance on the findings of the disciplinary committee would submit that the High Court is required to accept the finding recorded and may consider only with respect to the punishment which has been recommended by the Institute. 7) Sri P. Venu Gopal, learned counsel appearing for the respondent-Chartered Accountant, would submit that the respondent by a letter dated 05.03.1990 addressed to the President/Secretary, New Club, had drawn the attention about his desire to re-examine the accounts and requested to not to place the audit report and annual accounts submitted by the firm before the Annual General Meeting and requested to keep the same in abeyance. Further, on his being appointed as an auditor for auditing the accounts of the Club he had conducted the audit once again. Further, the Club confirmed the non-placing of the audit report dated 12.02.1990 and the accounts before the abandoned Annual General Body Meeting on 31.03.1989. By drawing attention to the letter dated 10.04.1990 of the Club he would submit that the Club itself had accepted that their officers were at fault in not drawing attention of the previous audit assistants to the stock statements and the liquor stored in another room for physical verification. He would also submit that the audit report submitted by him on 10.08.1990 was accepted unanimously and there was no issue raised before the Annual General Body Meeting held on 12.08.1990. He further points out that the very complaint was made after the complainant participating in the Annual General Body Meeting as a pressure tactic to exert pressure on the office bearers of the Club and others on account of their internal quarrels as is evident from the very fact that the complainant though participated in the Annual General Body meeting held on 31.03.1990 had not raised any objections. He would also draw the attention of the court to the guidelines issued by the Institute and would contend that it is only accounts of a Council which were adopted in its Annual General Body Meeting alone cannot be reopened or revised, thereby suggesting that in the present case the report not having been approved or adopted by the General Body meeting in its abandoned meeting on 31.03.1990, the auditor is entitled to revise or reopen the earlier audit report. He would also further contend that even the accounts audited and audit report adopted in a General Body Meeting can be revised. He would rely on the judgment of Supreme Court reported in Pandurang Dattatraya Khandekar Vs. Bar Council of Maharashtra, Bombay and others (1984) 2 SCC 556 , for the proposition that mere negligence by itself is not a professional misconduct. Further, to buttress his argument once the audit report is placed before the General Body Meeting and it s approved it cannot be said attention of the shareholders was not drawn to the contents of the audit report, he placed reliance on the judgment of the High Court of A.P. reported in L.V. Apte and others Vs. R.G.N. Price 1961 Company Cases 966 (Vol. XXXIII), wherein at page No.1000, it was held that “it cannot, therefore, be said that the attention of the shareholders was not drawn to the nature and the form of accounts. The shareholders have, subject to the memorandum and articles of association, a plenary power in the administration and governance of the affairs of the company.” 8) Sri S. Ravi, learned Senior Counsel and Amicus Curie would submit that the mandate of this Court to him is limited to the extent of appraising the Court of the position, in the facts and circumstances of the case, as to “whether submission of a revised audited report/certificate drawn up before the earlier audited report was adopted by the Annual General Body, would constitute misconduct” (added for clarity). By drawing attention to Section 227 of the Companies Act, the learned Senior Counsel would submit considering the powers and duties of an Auditor, the adoption or non-adoption of the audit report is irrelevant consideration for the purpose of judging the allegations of misconduct. He would submit that the aspect of misconduct has to be examined and judged on overall appreciation of the allegations in the context of omissions and commissions of an auditor keeping in view of the powers and duties of an auditor. He would further emphasise on the importance of the audit report as the same is required to be mandatorily drawn up and submitted for consideration of the members, which is the basis for the members to understand the affairs of the organization. He would further emphasise on the importance of the audit report as the same is required to be mandatorily drawn up and submitted for consideration of the members, which is the basis for the members to understand the affairs of the organization. He would further submit, it is the bounden duty of the auditor to draw up the audit report in such a manner that it would reflect a true and fair view of the affairs of the organization which the auditor has audited and made a report. However, as a general proposition, he would emphasis the adoption or non-adoption of the audit report by the members, is not a determinative fact and the same does not give raise to a presumption of there being no negligence / misconduct. He would submit that each case would have to be judged from the yardstick of whether an auditor’s report “reflects the true and fair” view of the affairs of the organization and the action is bona fide. 9) We have heard all the learned counsel at length and considered the record and in particular the findings recorded by the Disciplinary Committee with their recommendations. 10) Now we may consider the facts of the case and applicable law based on record. We are unable to accept the argument of the learned counsel for the Institute that this Court’s jurisdiction under Section 21 of the Act is limited to examine only quantum of punishment, though in a different context while dealing with Section 21 of the Act, the Hon’ble Supreme Court in a case reported in The Council of the Institute of Chartered Accountants Vs. B. Mukherjea 1958 AIR 72 wherein it was held as follows: “The next question to consider is in regard to the extent of the jurisdiction and powers of the High Court when the High Court deals with references under s. 21, sub-ss. (2), (3) and (4). The learned Judges of the Calcutta High Court took the view that even if they had agreed to put a wider construction on the material words used in ss. 21 and 22, they would not be justified in passing any orders against the respondent in the present proceedings because the finding which had been referred to the High Court was only one and that was that the respondent was guilty of professional misconduct in the narrow sense of the term. 21 and 22, they would not be justified in passing any orders against the respondent in the present proceedings because the finding which had been referred to the High Court was only one and that was that the respondent was guilty of professional misconduct in the narrow sense of the term. In other words, the High Court thought that in accepting, and acting or the larger construction of the material words the High Court would be making out a new case on the reference and the High Court would not be justified in adopting such a course. In our opinion, this view is not well-founded. Section 21, sub-s. (2), lays down the procedure to be followed by the High Court when a finding made by the Council is referred to it under s. 21, sub-s. (1). Notice of the day fixed for the hearing of the reference has to be given to the parties specified in s. 21, subs. (1) and an opportunity of being heard has to be given to them. Section 21, sub-s. (3), then lays down that the High Court may either pass such final orders on the case as it thinks fit or refer it back for further inquiry by the Council and, upon receipt of the finding after such inquiry, deal with the case in the manner provided in sub-s. (2) and pass final orders thereon. It is clear that, in hearing references made under s. 21, sub-s. (1), the High Court can examine the correctness of the findings recorded by the statutory bodies in that behalf. The High Court can even refer the matter back for further inquiry by the Council and call for a fresh finding. It is not as if the High Court is bound in every case to deal with the merits of the finding as it has been recorded and either to accept or reject the said finding. If, in a given case, it appears to the High Court that, on facts alleged and proved, an alternative finding may be recorded, the High Court 'can well send the case back to the Council with appropriate directions in that behalf. If, in a given case, it appears to the High Court that, on facts alleged and proved, an alternative finding may be recorded, the High Court 'can well send the case back to the Council with appropriate directions in that behalf. The powers of the High Court under s. 21, sub-s. (8), are undoubtedly wide enough to enable the High Court to adopt any course which in its opinion will, enable the High Court to do complete justice between the parties.” 11) In exercise of the jurisdiction under Section 21 of the Act, the High Court would take action against the defaulting Member only if the High Court accepts the finding made by the Council and not otherwise. It would not be out of place to refer to certain portions of the report mentioned at Para Nos.29, 29.1, 30 and 31; “Para-29: The committee has carefully considered the documents and evidence on record and the submissions made before it. The Committee is of the view that the defence of the Respondent that since the stock of liquor was kept in a separate godown, the same was lost sight of, cannot be accepted because even the stock of liquor left on the bar counter was missed out. Para-29.1: Secondly, as regards evidence of the key witness, Shri Manohar Singh, the then President of the Club, the Committee is of the opinion that the same cannot be relied upon because, on the one hand the witness stated that the original audit report of the auditor was placed before the general body at its meeting held on 31st March, 1990 when the Managing Committee had decided that the members would be informed of the discrepancy in the annual accounts pointed out by the Respondent, while on the other hand, a letter dated 5th April, 1990 was found on record written by the said witness addressed to the Respondent wherein it was stated that as per the directions of the auditor, the original audit report and the accounts were not placed before the AGM. Further, the correspondences entered into between the witness and the Respondent, seem to be an after-thought and it appeared to the Committee that the said witness was trying to protect the Respondent, probably in an attempt to cover up the alleged mismanagement of the Club during his tenure as its President, as claimed by the Complainant. Further, the correspondences entered into between the witness and the Respondent, seem to be an after-thought and it appeared to the Committee that the said witness was trying to protect the Respondent, probably in an attempt to cover up the alleged mismanagement of the Club during his tenure as its President, as claimed by the Complainant. The Committee, therefore, felt that much credence cannot be extended to the averment of this witness. Para-30: In the overall circumstances of the case, particularly considering the reconciliation provided by the Respondent, the Committee feels that the Respondent, while bringing the liquor stock into the revised accounts, had in fact tried to rectify quite a few other discrepancies left unnoticed by him while issuing the original audit report. Para-31: The Committee was particularly concerned with the question as to whether a Chartered Accountant can issue a revised audit report without assuming any responsibility for such revision. The Committee views that a Chartered Accountant carries a professional status and an audit report originating from the office of a Chartered Accountant assumes considerable significance in the eyes of the user. Under these circumstances, a Chartered Accountant would normally be expected not to retract from an Audit Report once issued. However, in given circumstances, when such revision is warranted, it would only be in fitness of things that the revised audit report must dwell on the reasons and circumstances necessitating revision and not by mere bald mention of revision, as was done by the Respondent in his covering letter dated 10th August, 1990 enclosing the revised audit report and revised accounts. This Would be in consonance with the high standard of public probity which the profession of chartered accountancy has come to establish in the society. The Guidance Note on “Revision / rectification of Financial Statements” issued by the Institute has come to a considered view that accounts once authenticated by a Chartered Accountant generally should not be revised. In the event of revised accounts being reported upon, the auditors are expected to qualify the fact of such revision. Therefore, the Committee is of the view that a Chartered Accountant must act with a degree of restraint while issuing a revised audit report. The Committee also notes that neither in the revised audit report nor in the revised accounts submitted by the Respondent, has he mentioned anywhere that the same are “revised” ones. Therefore, the Committee is of the view that a Chartered Accountant must act with a degree of restraint while issuing a revised audit report. The Committee also notes that neither in the revised audit report nor in the revised accounts submitted by the Respondent, has he mentioned anywhere that the same are “revised” ones. 12) We may also notice the Guidance Note on Revision of the Audit Report issued by the Council of the Institute of Chartered Accountants of India in January, 2003. Though this Guidance Note in strict sense may not be available to the respondents in the present case, yet the same being a guidance to the professionals, there is no harm in taking cue from the same. Guidance note so far as the same is relevant reads as under:- The following is the text of the Guidance Note on Revision of the Audit Report issued by the Council of the Institute of Chartered Accountants of India INTRODUCTION 1. This Guidance Note aims to provide guidance to members regarding revision of the audit report after the same has been issued, in case the auditor considers necessary to do so. It lays down the procedures to be followed by the auditor who, subsequent to the date of his report, becomes aware that facts may have existed at that date which might have affected his report had he been aware of such facts at the time of issuance of the audit report…………(Omitted as not relevant for the present). 2. A revision of the audit report may be warranted in several instances involving reasons such as apparent mistakes, wrong information about facts, subsequent discovery of facts existing at the date of the audit report, etc. The nature and range of instances may vary from one enterprise to another depending upon facts and circumstances. As it encompasses variety of conditions which might be encountered, these procedures are set out only in general terms for guidance of members and for having uniform approach in such cases. Members are advised to exercise professional judgment depending upon the actual facts and circumstances of the case. 3. The revision of the audit report would mean issuing a revised audit report as per procedure hereafter provided. The auditor under no circumstances is permitted to withdraw in any manner whatsoever the audit report once issued. Members are advised to exercise professional judgment depending upon the actual facts and circumstances of the case. 3. The revision of the audit report would mean issuing a revised audit report as per procedure hereafter provided. The auditor under no circumstances is permitted to withdraw in any manner whatsoever the audit report once issued. However, the auditor may take steps to prevent reliance on the audit report issued by him in the manner hereafter provided. 4. It must be appreciated that the revision of the audit report is a matter of great significance since confidence of the stakeholders rests on the opinion expressed by the auditor in the audit report. The Guidance Note recognises that though the instances of revision of the audit report may be rare in actual practice, members are expected to exercise care and caution in view of the significance of the matter. Such a step on the part of the auditor not only demonstrates the independence of auditor to act in a free and fair manner but would also enhance confidence of the public at large in the profession. 13) Further a careful analysis of the very report would reveal that it is permissible for the respondent to rectify and revise the audit report even after it is submitted. There is no embargo or prohibition as such. The guidance note of 2003 lends further support to the same. A perusal of the extracted portion would go to confirm that the Council per se did not find revising the audit report as an irregularity, but the Council was of the opinion that not specifically mentioning and not informing the members that the audit report dated 10.08.1990 is a revised report, is an irregularity and the same was construed as a misconduct. 14) Now, the crucial point which falls for consideration is whether the conduct of the respondent in not specifically mentioning the audit report dated 10.08.1990 as a revised report would fall within the parameters of misconduct as understood in terms of Section 22 read with Clause 7 of the II Schedule of the C.A. Act. 14) Now, the crucial point which falls for consideration is whether the conduct of the respondent in not specifically mentioning the audit report dated 10.08.1990 as a revised report would fall within the parameters of misconduct as understood in terms of Section 22 read with Clause 7 of the II Schedule of the C.A. Act. 15) In this context, the argument of the learned counsel for the respondent is to the effect that the submission of the audit report dated 10.08.1990 would not fall within the scope of misconduct as what was done was rectifying the mistake which was committed in the first audit report by oversight or otherwise at an earlier point of time and as such the act of rectification cannot be termed as negligence much less gross negligence. He would further submit that respondent being diligent and conscious of his responsibility having come to realize the mistake committed earlier had taken immediate steps to correct the same, which is evidenced by the letters addressed by him on 05.03.1990 and 10.04.1990. The record would further disclose that the Club itself had admitted that their staff had failed to appraise the audit assistant about the liquor stock which was kept in the other room and thereby the mistake was owned up by the Club itself and had virtually taken the blame on themselves rather than pointing out an accusing finger at the respondent. 16) In exercise of the jurisdiction under Section 21 of the Act, the High Court would take action against the finding Member only if the High Court accepts the finding made by the Council and not otherwise. In the present case, in the light of the discussion, we find that on a closure scrutiny of the material on record, the only finding that has been recorded by the Council is that the finding provisionally guilty of not mentioning the audit report dated 10.08.1990 as a revised audit report, which finding in the facts of the present case is totally unsustainable as we had held that the audit report dated 10.08.1990 was only the statutory audit report which was submitted for the purpose of consideration by the General Body of the Club. 17) Having considered the rival submissions and in particular the fact that what has been found fault by the Council is not making of a revised audit report but not mentioning the audit report dated 10.08.1990 was a revised audit report cannot be termed as negligence on the part of the respondent. One another view, which is possible in the facts of this case is that the audit report dated 10.08.1990 alone is the audit report, which has been submitted for consideration of the members. Inasmuch as, the earlier audit report dated 12.02.1990 never came to be considered by the General Body and the same was considered for the first time on 12.08.1990. In that view of the matter, it can be safely stated that the audit report dated 10.08.1990 alone is the audit report giving the auditor’s opinion with respect to the affairs of the Club. 18) We should not lose sight of the fact that a professional cannot be condemned for all and sundry trivial mistakes committed involuntarily in the course of discharge of his duties. In this context, we may notice the observations of the Hon’ble Supreme Court in the case of Institute of Chartered Accountants of India vs. L.K. Ratna and others (1986) 4 SCC 537 , wherein it was held: “18. But perhaps another way of looking at the matter lies in examining the consequences of the initial order as soon as it is passed. There are cases where an order may cause serious injury as soon as it is made, an injury not capable of being entirely erased when the error is corrected on subsequent appeal. For instance, as in the present case, where a member of a highly respected a publicly trusted profession is found guilty of misconduct and suffers penalty, the damage to his professional reputation can be immediate and far-reaching. “Not all the King’s horses and all the King’s men” can ever salvage the situation completely, notwithstanding the widest scope provided to an appeal. To many a man, his professional reputation is his most valuable possession. It affects his standing and dignity among his fellow members in the profession, and guarantees the esteem of his clientele. It is often the carefully garnered fruit of a long period of scrupulous, conscientious and diligent industry. It is the portrait of his professional honour. To many a man, his professional reputation is his most valuable possession. It affects his standing and dignity among his fellow members in the profession, and guarantees the esteem of his clientele. It is often the carefully garnered fruit of a long period of scrupulous, conscientious and diligent industry. It is the portrait of his professional honour. In a world said to be notorious for its blasé attitude towards the noble values of an earlier generation, a man’s professional reputation is still his most sensitive pride. In such a case, after the blow suffered by the initial decision, it is difficult to contemplate complete restitution through an appellate decision. Such a case is unlike an action for money or recovery of property, where the execution of the trial decree may be stayed pending appeal, or a successful appeal may result in refund of the money or restitution of the property, with appropriate compensation by way of interest or mesne profits for the period of deprivation……………………….” 19) The above observation of Hon’ble Supreme Court though made in the context of importance of opportunity of hearing would equally apply to the present case. In the facts of this case, it is not possible to say that the respondent had not acted in a bona fide manner and on the contrary the facts on record would reveal that he had done his duty by admitting the mistakes which had occurred and further taken necessary steps to rectify the same. In that view of the matter, the conduct of the respondent cannot be said to be negligent leave alone ‘gross negligence’. 20) We may also notice the judgment of the Delhi High Court reported in Shadi Lal Batra vs. Unknown AIR 1968 Delhi 283 (Vik,55, C.72) wherein it was held as follows: “The case of a Chartered Accountant cited at the bar is reported as S. Ganesan V. A.K. Josceiyne, AIR 1957 Cal 33 , wherein it was observed as follows: “Professional misconduct on the part of the person exercising one of the technical professions cannot fairly or reasonably be found, merely on a finding of a bare non-performance of a duty or some default in performing it. The charge is not one of inefficiency, but of misconduct and in an allegation of misconduct an imputation of a certain mental condition is always involved. The charge is not one of inefficiency, but of misconduct and in an allegation of misconduct an imputation of a certain mental condition is always involved. I think, it would be impossible for any professional man to exercise his profession if he was to be held guilty of misconduct simply because he had not, in a given case, been able to do all that was required in the circumstances or that had misconceived his duty or failed to perform a part of it. I think the test must always be whether in addition to the failure to do the duty, partial or entire which had happened, there had also been a failure to act honestly and reasonably.” 21) And also the judgment of the Supreme court reported in Pandurang Dattatraya Khandekar’s case (1st supra) in the context of judging the professional misconduct of an advocate held as follows: “There is a world of difference between the giving of improper legal advice and the giving of wrong legal advice. Mere negligence unaccompanied by any moral delinquency on the part of a legal practitioner in the exercise of his profession does not amount to professional misconduct. In re a Vakil, Coutts Trotter, C.J. ILR (1925) 49 Mad 523 (FB), reported at AIR 1926 mad 568 as in re Munuswami Naidu followed the decision in re g. mayor Cooke (1889) 33 Sol Jour 397 and said that: “Negligence by itself is not professional misconduct; into that offence there must enter the element of morale delinquency. Of that there is no suggestion here, and we are therefore able to say that there is no case to investigate, and that no reflexion adverse to his professional honour rests upon Mr M.” 22) In the light of the discussion above, we are of the opinion that this is a fit case where in exercise of the powers conferred on this court under Section 21 (6A) of the C.A. Act to direct for dismissal of the complaint and accordingly we direct the Institute to dismiss the complaint. 23) The reference is answered accordingly. No order as to costs. We place on record our deep and sincere appreciation to Sri S. Ravi, learned Senior Counsel and Amicus Curie for the valuable assistance rendered to this court in the matter.