JUDGMENT : Suman Shyam, J. 1. This Appeal is directed against the Judgment and Order dated 18 th March 2025 passed by the Learned Single Judge in Suo Moto Show Cause Notice No. 4 of 2019 in Official Liquidator’s Report No. 158 of 2019 in Company Application No. 708 of 2018 in Company Petition No. 149 of 2012, whereby the Appellants Nos. 1 to 5 have been found to be guilty of having committed civil contempt due to willful disobedience of the orders of this Court and have been directed to pay fine of Rs. 2,000/- each. Appellant No. 1 (Yogesh Prakash Kela) and Appellant No. 2 (Umesh Prakash Kela) have also been directed to be detained in civil prison for a period of three months. In addition to the above, the Appellants Nos. 1 to 5 have also been directed to deposit a sum of Rs. 5 crores with the Official Liquidator within a period of six weeks’ to purge the contempt. The facts giving rise to the filing of this Appeal, shorn of unnecessary details, may be noted hereunder:- (a) Due to the failure of the company M/s. Glory Films Limited (company under liquidation) to pay its debts, a number of Petitions were filed with a prayer for winding up the company. Those are Company Petition No. 131 of 2012, Company Petition No. 149 of 2012, Company Petition No. 263 of 2012, Company Petition No. 328 of 2012, Company Petition No. 58 of 2013, Company Petition No. 141 of 2013 and Company Petition No. 153 of 2013. The learned Single Judge (Coram: N.M. Jamdar, J) had passed order dated 12 th November 2013 in Company Petition No. 131 of 2012, Company Petition No. 149 of 2012, Company Petition No. 328 of 2012 directing the winding up of the company and also for appointment of Official Liquidator. In sofar as the other Company Petitions are concerned, liberty was given to the Petitioners to lodge their claims before the Official Liquidator. In the order dated 12 th November 2013 it was further directed that until such time, the Official Liquidator takes charge of all the assets of the Respondent- Company, the company shall not transfer or encumber and/or dispose of its assets, movable or immovable, through its directors, service or other officer. In the order dated 12 th November 2013 it was further directed that until such time, the Official Liquidator takes charge of all the assets of the Respondent- Company, the company shall not transfer or encumber and/or dispose of its assets, movable or immovable, through its directors, service or other officer. (b) Being aggrieved by the order dated 12 th November 2013, the company had preferred Appeal No. 61 of 2018 (in Company Petition No. 149 of 2012), Appeal No. 62 of 2014 (in Company Petition No. 131 of 2012), and Appeal No. 63 of 2014 (in Company Petition No. 328 of 2012). On 11 th August 2014, A Division Bench (Coram: SJ Vazifdar and AK Menon, JJ), by taking note of the fact that a reference in respect of the Appellant company had been registered before the Board of Industrial and Financial Reconstruction (“BIFR”) under Section 15 of the Sick Industrial Companies (Special Provisions) Act, 1985 (“SICA”), had stayed further proceeding before the Official Liquidator. However, by Order dated 11 th August 2014, a direction was issued to maintain status quo in respect of the immovable properties of the company. The operative part of the order dated 11 th August 2014 would be relevant for the purpose of this case and, therefore, is being reproduced hereinbelow for ready reference:- “2. However, till further orders and subject to any orders that the BIFR may pass, the appellants shall maintain status quo in respect of their immovable properties. Further, they shall deal with the moveable properties only in the ordinary course of proceeding. The Appellants shall inform the Respondents and the Respondents’ Advocate on record in the event of reference being rejected.” (c) It is the undisputed position of fact that notwithstanding the Order dated 11 th August 2014 and the pendency of the proceeding before the BIFR, the directors of M/s. Glory Films Limited, i.e., the company under liquidation, had executed the Lease Agreements dated 11 th March 2015 and 6 th April 2016 in favour of M/s. Govinda Industries Private Limited (“GIPL”) in respect of immovable properties of the company situated at Daman. The Board Resolution paving way for execution of the Lease Agreement was signed by the Appellant No. 1 (Yogesh Prakash Kela), who is the ex-director of the company under liquidation, whereas the Resolution of GIPL permitting the transfer was signed by the Appellant No. 3 (Abhilasha Kela) and Appellant No. 4 (Lata Kela) as directors of the said company. It would be pertinent to note herein that Abhilasha Kela and Lata Kela are the wife and the mother of Yogesh Prakash Kela, respectively. (d) When the facts regarding the execution of the Lease Agreements came to light, the official Liquidator filed Official Liquidator’s Report (OLR) No. 158 of 2019 on 14 th June 2019, inter alia, seeking direction that the two Lease Agreements be declared fraudulent, null and void and GIPL be directed to handover peaceful possession of the premises to the Official Liquidator. A prayer was also made to direct the ex-directors of the company, i.e., Yogesh Prakash Kela, Umesh Prakash Kela and Prakesh Kela to deposit the rent amount received from GIPL from the date of execution of the Lease Agreements till the month of May 2019, with a further direction restraining the GIPL from creating any third party rights in respect of leased premises. (e) After issuing notice to the Respondents and upon consideration of the Reply filed by them, the learned Single Judge (Coram: KR Shriram J) had passed order dated 4 th September 2019 in Official Liquidator’s Report No. 158 of 2019 with Company Application No. 708 of 2018 in Company Petition No. 149 of 2012 directing the Registry to issue Suo Moto Contempt Notice to Yogesh Prakash Kela, Umesh Prakash Kela, Abhilasha Kela, Lata Kela, Sudarshan Chokani, Mukesh Ashar and Govinda Industries Pvt Ltd by recording that the conduct of the Respondents, more particularly, the directors of the company in executing the Lease Agreements and receiving a sum of Rs. 4,36,27,498/-, as lease rent were not only in disobedience of the orders of the Court but the same also amounted to interfering with the administration of justice. Accordingly, Suo Moto Show Cause Notice No. 4 of 2019 was registered and notices were issued to the Appellants/Contemnors. 4,36,27,498/-, as lease rent were not only in disobedience of the orders of the Court but the same also amounted to interfering with the administration of justice. Accordingly, Suo Moto Show Cause Notice No. 4 of 2019 was registered and notices were issued to the Appellants/Contemnors. It would be noteworthy herein that in the order dated 4 th September 2019, the learned Single Judge has observed that the directors of the company under liquidation as well as GIPL were playing fraud upon the Court and, accordingly, had cancelled the two Lease Agreements dated 11th March 2015 and 6 th April 2016. (f) On 19 th December 2019, another learned Single Jude (Coram: RD Dhanuka, J) has passed an order in the aforesaid proceeding directing the ex-directors to deposit the sum of Rs. 4,36,27,498/- within a period of three weeks from the date of the order, with the office of the Prothonotary & Senior Master of this Court by rejecting the submission of the counsel appearing for the ex-directors/Contemnors Nos. 1 and 2 that the amounts so received from the lease transaction had been spent by the ex-directors towards discharge of the liabilities of the company under liquidation. The learned Single Judge was of the view that the ex-directors could not have dealt with the assets of the company in liquidation after the order of winding up of the company was passed. The learned Single Judge had, therefore, made the following observations in order dated 19 th December 2019, which are reproduced hereinbelow for ready reference: “14. Without prejudice to the rights and contentions of the Official Liquidator that the entire lease transaction was void and no such amount could have been recovered by the ex- directors by giving the assets of the respondent company in liquidation to a third party and no such amount could have been recovered and in any event could not have been appropriated by the ex-directors of the respondent company, Official Liquidator is directed to verify the vouchers and other proofs, if any, produced by the ex-directors in support of their plea that all such amount was spent by the ex-directors on behalf of the company in liquidation or before next date. 15. Official Liquidator is directed to submit a report after verifying alleged vouchers and proofs and shall serve a copy thereof upon the ex-directors on or before the next date. 16. 15. Official Liquidator is directed to submit a report after verifying alleged vouchers and proofs and shall serve a copy thereof upon the ex-directors on or before the next date. 16. The ex-directors are directed to produce all the requisite proof including their bank statement in support of their case that such amount was incurred by them on behalf of the company. 17. It is made clear that merely because this court has directed the Official Liquidator to verify the vouchers and proofs that would be submitted by the ex-directors, that would not mean and conclude that the amount was legally recovered and spent by the ex-directors from lease transaction” (g) In terms of the observations made in paragraph 17 of the order dated 19 th December 2019, the ex-directors of the company had submitted all vouchers, receipts etc. to substantiate their claim that the proceeds of the Lease Agreements received by the company under liquidation from GIPL was utilised for maintaining the plants, machinery, payment of salaries, insurance dues of the company etc., which duty they were bound to discharge in view of the reference pending before the BIFR under the SICA. 2. On 18 th March 2025, the learned Single Judge had passed final order in Suo Moto Show Cause Notice No. 4 of 2019 in Official Liquidator’s Report No. 158 of 2019 in Company Application No. 708 of 2018 in Company Petition No. 149 of 2012, inter alia, holding that the Contemnors Nos. 1 to 5 were guilty of civil contempt. Accordingly, the following orders were passed: “53. In view of the above, the following order is passed:- (a) Alleged contemnor Nos. 1 to 5 are held guilty of having committed civil contempt by willful disobedience of orders of this Court. (b) Alleged contemnor Nos. 6 and 7 are discharged. (c) The contemnors Yogesh Kela and Umesh Kela shall be detained in civil prison for a period of three months and they shall pay fine of Rs. 2,000/- each, in default of which they shall be further detained in civil prison for a period of 2 weeks. (b) Alleged contemnor Nos. 6 and 7 are discharged. (c) The contemnors Yogesh Kela and Umesh Kela shall be detained in civil prison for a period of three months and they shall pay fine of Rs. 2,000/- each, in default of which they shall be further detained in civil prison for a period of 2 weeks. (d) The contemnors Abhilasha Kela and Lata Kela being women, of whom Lata Kela is a senior citizen and Prakash Kela also being a senior citizen, are show leniency and sentence of imprisonment is not passed against them, although they are held guilty of having committed civil contempt of this Court and in that light, they are directed to pay fine of Rs. 2,000/- each. (e) Contemnor Nos. 1 to 5 i.e. Yogesh Prakash Kela, Umesh Prakash Kela, Abhilasha Kela, Lata Kela and Prakash Kela are jointly held liable to deposit a sum of Rs. 5 crores with the Official Liquidator within 6 weeks from today to purge the contempt.” 3. The Judgment and Order dated 18 th March 2025 is under challenge in the present Appeal. 4. Assailing the impugned Judgment and Order dated 18 th March 2025, Mr Girish Godbole, learned Senior Counsel appearing for the Appellants has argued that there is no denying fact that the Lease Agreements dated 11 th March 2015 and 6 th April 2016 were executed in violation of the order dated 11 th August 2014 passed by the learned Division Bench. The learned Senior Counsel, however, submits that such violation had happened due to a bona fide mistake committed by the directors on account of an erroneous understanding of the order dated 11 th August 2014, according to which, the company was permitted to utilise the movable assets in ordinary course of proceeding. Mr Godbole, learned Senior Counsel submits that since the Lease Deeds have already been cancelled, the contempt has been purged. Therefore, in view of the apology tendered by the Contemnors, there was no justifiable ground for the learned Single Judge to sentence them to civil imprisonment. 5. Mr Godbole, learned Senior Counsel submits that since the Lease Deeds have already been cancelled, the contempt has been purged. Therefore, in view of the apology tendered by the Contemnors, there was no justifiable ground for the learned Single Judge to sentence them to civil imprisonment. 5. It is also the submission of Mr Godbole, that the Judgment and Order dated 18 th March 2025 also takes into account violation of other orders of the Court, including Order dated 19 th December 2019 although no notice was ever issued to the Appellants/Contemnors on that behalf neither any charge framed so as to give an opportunity to the Appellants to meet the allegation. Contending that the proceeds of the lease transaction had been used purely for running of the operations of the company and that not a single penny has been appropriated by the directors of the company, Mr Godbole, learned Senior Counsel has argued that without any determination of the said issue by giving sufficient opportunity to the Appellants/alleged Contemnors to present their case and, notwithstanding the Vouchers, Books of Accounts, Invoices and other supporting documents presented by his clients before the Official Liquidator to substantiate their claim that the expenses incurred during the lease period where for the purpose of maintenance of the company, the learned Single Judge has held the Appellants guilty of violation of the Order dated 19 th December 2019, thus, expanding the ambit of the Contempt Case in a manner which was clearly impermissible in the eyes of law. 6. It is also the submission of Mr Godbole, that the projection made in Order dated 4 th September 2019 issuing Suo Moto Contempt Notice to his clients is for causing hindrance in administration of justice. Even if the said position is accepted, even that would amount to criminal contempt. He submits that a proceeding then, for committing Criminal Contempt of Court would not be maintainable before the learned Single Judge. Therefore, it is the submissions of the learned Senior Counsel for the appellants, that the Suo Moto Show Cause Notice No. 4 of 2019 being contrary to the law was without jurisdiction and, hence, any order passed therein would be liable to be set aside only on such ground. 7. Therefore, it is the submissions of the learned Senior Counsel for the appellants, that the Suo Moto Show Cause Notice No. 4 of 2019 being contrary to the law was without jurisdiction and, hence, any order passed therein would be liable to be set aside only on such ground. 7. To some-up his arguments, Mr Godbole has contended that no civil contempt proceedings could have been initiated against his clients for violation of any order other than the Order dated 11 th August 2014. Therefore, while accepting that the Lease Deeds were executed in violation of the said order of the Court, Mr Godbole, while once again tendering apology on behalf of his clients, has submitted that the contempt having been purged and the Lease Deeds having been cancelled, in the absence of any mala fide intent on the part of his clients, it was not a fit case to direct civil imprisonment of the ex-directors, nor was there any justifiable ground to issue direction for payment of Rs. 5 crores merely to purge the contempt. In support of his above arguments, Mr Godbole, learned Senior Counsel has relied upon the following decisions:- (a) R. S. Sehrawat vs Rajeev Malhotra & Ors., (2018) 10 SCC 574 (b) Sudhir Vasudeva v George Ravishekaran , (2014) 3 SCC 373 . (c) Satyendra Singh vs State of Uttar Pradesh & Anr., SLP (Civil) No(s). 29758 of 2018, decided on 18th November 2024 (d) District & Sessions Judge, Aurangabad vs Deelip Balaram Bedekar & Anr., 2001 SCC OnLine Bom 1117: 2001 Cri LJ 3927: 2002 Bom CR (Cri) 209 (e) Three Cheers Entertainment Pvt Ltd & Ors vs CESC Limited., (2008) 16 SCC 592 (f) Krushnakant B Parmar vs Union of India & Anr., SLP© No. 15381 of 2006, decided on 15th February 2012 (g) Reena Rani vs State of Haryana ., SCC-2012-10-215 (h) Ralhan Developers, Mumbai vs Goyal Properties & Estates (Pvt) Ltd, Mumbai & Ors., 2010 (6) Mh. L.J. 101 (i) Pushpaben & Anr vs Narandas V Badiani & Anr., (1979) 2 SCC 394 8. Resisting the above arguments advanced by the learned Senior Counsel for the Appellants, Mr Aniruddha Hariani, learned counsel for the Official Liquidator has submitted that it is not in dispute that two Lease Deeds were executed in utter violation of the orders passed by this Court. Resisting the above arguments advanced by the learned Senior Counsel for the Appellants, Mr Aniruddha Hariani, learned counsel for the Official Liquidator has submitted that it is not in dispute that two Lease Deeds were executed in utter violation of the orders passed by this Court. Therefore, willful disobedience of the Orders of this Court is not only established on the face of the record, but also on the basis of admission made by the Appellants/Contemnors. Since the learned Single Judge had afforded sufficient opportunity of hearing to the Appellants/Contemnors and the impugned order was passed after considering all possible mitigating circumstances for taking the decision on the quantum of punishments, there is scope for this Court to interfere with the said order. Mr Hariani has, therefore, prayed for dismissal of the Appeal. 9. We have considered the submissions made at the Bar and have carefully gone through the materials placed before us. At the very outset, it deserves to be mentioned herein, even at the cost of repetition, that the restraint order from alienating any of the properties of the company under liquidation, was initially issued by the learned Single Judge on 12 th November 2013. The said position was continued by the Division Bench by order date 11 th August 2014. Entering into Lease Deeds undoubtedly envisages limited transfer of interest of the company over the properties so transacted. Therefore, there cannot be any doubt about the fact that executing the Lease Deed would amount to alienating the immovable properties of the company even if such alienation is of a limited nature. It is not the case of the Appellants that they were not aware of the orders dated 12 th November 2013 and 11 th August 2014, whereby restraint orders had been issued as regards the immovable assets of the company. Therefore, the conduct of the ex- directors of the company that they have acted in utter violation of the Court’s order is un-defensible. The learned counsel for the Appellants/Contemnors (ex-directors of the company) have also fairly accepted the said position not only before the learned Single Judge but also before this Court. As such, the finding and conclusion of the learned Single Judge that the Appellants/Contemnors are guilty of the willful disobedience of the order dated 11 th August 2014 passed by this Court does not call for any interference by this Court. 10. As such, the finding and conclusion of the learned Single Judge that the Appellants/Contemnors are guilty of the willful disobedience of the order dated 11 th August 2014 passed by this Court does not call for any interference by this Court. 10. The problem, however, is pertaining to the findings recorded in the impugned Judgment and Order to the effect that the Appellants/Contemnors were guilty of violating several orders of the Court, including the Order dated 19 th December 2019, whereby a direction was issued to deposit the amount of Rs. 4,36,27,498/-. The fact, however, remains that no notice was admittedly and evidently issued to the alleged Contemnors to show cause as to why they should not be proceeded against for committing the contempt of the said order passed by this Court. The aforesaid aspect of the matter assumes great significance in view of observations made in paragraph 17 of the order dated 19 th December 2019 as quoted above and the stand taken by the ex- directors of the company that every single penny was spent for the purpose of running the company which was the responsibility of the Directors due to the proceeding pending under the SICA; and that the contempt having been purged, there was no requirement for the directors to take any further action to purge the contempt, in our view is a substantive plea which warrented determination in accordance with law before any decision is taken on imposing the punishment for Contempt of Court. 11. It is no doubt correct that in the Judgment and Order dated 18 th March 2025, the learned Single Judge as elaborately recorded the facts and circumstances of the case by dealing with every minute details of the various transactions involving the ex-directors and their conduct from time to time. Yet, what would be significant to note herein is that since the allegations against the Appellants/ex-directors are of civil contempt, it was necessary for the Court to specifically issue notice on each and every allegation of violation of the Court’s order thus giving them an opportunity of being heard in the matter. However, save and except reference to the order dated 11 th August 2014 and 19 th December 2019, we do not find reference to specific violation of any other order of Court constituting Civil Contempt mentioned in the impugned order. However, save and except reference to the order dated 11 th August 2014 and 19 th December 2019, we do not find reference to specific violation of any other order of Court constituting Civil Contempt mentioned in the impugned order. The observations made in paragraph 36, 37 and 38 of the impugned Judgment relevant and, therefore, the same are reproduced hereinbelow for ready reference:- “36. This Court finds that a clear case of civil contempt is made out against the said alleged contemnors for the aforesaid act of executing the two lease agreements. A perusal of the affidavit of alleged contemnor Yogesh Kela shows that he believed that execution of lease agreements would not violate orders of this Court. Thereafter, the only explanation given for executing the said lease agreements was that due to pressure of workers and other stakeholders, the said respondent was forced by circumstances to undertake business activities of the company in liquidation. The learned counsel appearing for the alleged contemnors fairly submitted that their belief i.e. Yogesh Kela and others that executing such lease agreements would not amount to violation or disobedience of orders of this Court, cannot be a defence. It was submitted that even if the said act on the part of the alleged contemnors violated the orders and directions of this Court, the overall picture may be appreciated, for the reason that the respondents, as business persons, were really more concerned with the revival of business of the company in liquidation. 37. This Court is unable to accept the said explanation given in the affidavit of alleged contemnor Yogesh Kela and also in the affidavits-in-reply filed on behalf of the other alleged contemnors, as a case of willful disobedience of orders of this Court by execution of the said two lease agreements, is clearly made out and this amounts to contumacious conduct on their part. It is significant that alleged contemnor Nos.6 and 7 were not directors of alleged contemnor No.8-GIPL at the relevant time and therefore, they cannot be hauled up for the said act. 38. The other limb of argument raised on behalf of the alleged contemnors is based on the effect of registration of reference under Section 15 of SICA before the BIFR. 38. The other limb of argument raised on behalf of the alleged contemnors is based on the effect of registration of reference under Section 15 of SICA before the BIFR. By placing reliance on the aforesaid judgments of the Supreme Court, it was submitted that registration of the reference not only nullified the effect of orders of this Court, regarding winding up of the company in liquidation, but it also mandated the alleged contemnors to make all efforts to take up the business activities of the company in liquidation, thereby indicating that all actions taken in that regard, cannot be said to be violating the mandate of orders of this Court and hence, the same cannot amount to contumacious conduct. It was submitted that in terms of the law laid down by the Supreme Court, the provisions of SICA being special law, would prevail over the general law i.e. Companies Act. Hence, the alleged contemnors cannot be hauled up for contempt for undertaking activities for revival of the company in liquidation and in that process, making payments under various heads, including salaries of workers, electricity charges and other such dues.” 12. In the case of Maninderjit Singh Bitta vs Union of India , , (2011) 11 Scale 634 . the Hon’ble Supreme Court has dealt with the difference between a Civil Contempt and a Criminal Contempt of Court. It has been held that a civil contempt would be willful breach of the order of the Court or an undertaking given to the Court whereas a criminal contempt would apply in a case where by, ‘words’, ‘statements’ or ‘written signs’ or any other matters or any act which scandalizes, prejudices, interference or even tends to obstruct due course of any judicial proceeding of any Court and the administration of justice in any manner. The observations made in paragraphs 16 and 17 of the said decision are reproduced hereinbelow:- “16. Now, we would examine certain principles of law which would normally guide the exercise of judicial discretion in the realm of contempt jurisdiction. `Contempt' is an extraordinary jurisdiction of the Courts. Normally, the courts are reluctant to initiate contempt proceedings under the provisions of the 1971 Act. This jurisdiction, at least suo moto, is invoked by the courts sparingly and in compelling circumstances, as it is one of the foremost duty of the courts to ensure compliance of its orders. `Contempt' is an extraordinary jurisdiction of the Courts. Normally, the courts are reluctant to initiate contempt proceedings under the provisions of the 1971 Act. This jurisdiction, at least suo moto, is invoked by the courts sparingly and in compelling circumstances, as it is one of the foremost duty of the courts to ensure compliance of its orders. The law relating to contempt is primarily dissected into two main heads of jurisdiction under the Indian Law: (a) Criminal Contempt, and (b) Civil Contempt. It is now well settled and explained principle under the Indian contempt jurisdiction that features, ingredients, procedure, attendant circumstances of the case and the quantum of punishment are the relevant and deciphering factors. 17. Section 12 of the 1971 Act deals with the contempt of court and its punishment while Section 15 deals with cognizance of criminal contempt. Civil contempt would be wilful breach of an undertaking given to the court or wilful disobedience of any judgment or order of the court, while criminal contempt would deal with the cases where by words, spoken or written, signs or any matter or doing of any act which scandalises, prejudices or interferes, obstructs or even tends to obstruct the due course of any judicial proceedings, any court and the administration of justice in any other manner. Under the English Law, the distinction between criminal and civil contempt is stated to be very little and that too of academic significance. However, under both the English and Indian Law these are proceedings sui generis.” 13. Again in paragraph 19 of the Maninderjit Singh Bitta (Supra), it has been held as follows: “19. Under the Indian Law the conduct of the parties, the act of disobedience and the attendant circumstances are relevant to consider whether a case would fall under civil contempt or a criminal contempt. For example, disobedience of an order of a court simplicitor would be civil contempt but when it is coupled with conduct of the parties which is contemptuous, prejudicial and is in flagrant violation of the law of the land, it may be treated as a criminal contempt. Even under the English Law, the courts have the power to enforce its judgment and orders against the recalcitrant parties.” 14. Even under the English Law, the courts have the power to enforce its judgment and orders against the recalcitrant parties.” 14. Clause 1051 (i) of the Bombay High Court Original Side Rules to regulate proceedings for contempt under Article 215 of the Constitution of India and the Contempt of Court Act 1971, framed by the Bombay High Court reads as follows: “1051 (i). Every Petition or reference in respect of Civil Contempt alleging willful disobedience of any ad- interim/interim or final order passed by the High Court shall be heard and disposed of by the concerned Division Bench or Single Judge, as the case may be, before which/whom the main matter is pending or before which/whom the main matter would lie, if it were pending.” 15. From a bare reading of the Rules, it is thus evident that every Petition or Reference in respect of civil contempt would have to be heard and disposed of by the Bench before which the main matter would lie. From the materials on record, it appears that although there is mention of the Court order dated 12 th November 2013 yet the primary ground for issuance of the Suo Moto Contempt Notice appears to be on account of entering the Lease Agreements in violation of the order dated 11 th August 2014. In any event, the restraint order passed by the Learned Single Judge on 12 th November 2013 can be said to have merged with the order dated 11 th August 2014 passed by the Division Bench in the Appeal. Therefore, it is evident that the basic allegation of Contempt of Court is with regard to violation of the order dated 11 th August 2014 passed by the Division Bench. If that be so, the contempt proceeding, in our opinion, would lie before the Division Bench and not before the learned Single Judge. 16. Even if it is assumed that the findings and observations recorded by the learned Single Judge in the order passed in Company Petition No. 149 of 2018 directing issuance of Suo Moto Notice was justified in the facts of the case, even then, the said order does not specifically mention about violation/willful disobedience of any Court order but is based on a projection of overall conduct of the directors which, according to the learned Single Judge, would amount to interference in the administration of justice. Therefore, it appears that the learned Single Judge, while passing the order dated 4 th September 2019, was of the opinion that the Contemnors were guilty of criminal contempt of Court. It would be significant to note herein that the Appeal No. 61 of 2014, wherein the Division Bench had passed the order dated 11 th August 2014 was finally disposed of by Order dated 15 th December 2017 by taking note of the fact that the Company has not filed Appeals against the orders passed in four other Petitions directing winding up. However, while passing the order dated 15 th December 2017, the Division Bench did not confirm the interim order dated 11 th August 2014. Therefore, there is considerable doubt in our mind as to whether there was, in fact, any embargo in force upon the Appellants (company under liquidation) with regard to the status of its immovable properties on the basis of interim order dated 11 th August 2014 on the date on which, the learned Single Judge, had directed issuance of Suo Moto Contempt Notice by the order dated 4 th September 2019. 17. Be that as it may, since the Appellants have candidly admitted the Lease Agreements were executed in violation of the order dated 11 th August 2014, the said aspect of the matter need not detain this Court at this point of time. 18. Section 18 of the Contempt of Courts Act 1971 provides that every case of criminal contempt would be heard and decided by the Division Bench. reads as follows: “18. Hearing of cases of criminal contempt to be by Benches.— (1) Every case of criminal contempt under Section 15 shall be heard and determined by a Bench of not less than two Judges. (2) Sub-section (1) shall not apply to the Court of a Judicial Commissioner.” 19. In the above context, it would be pertinent to note that as per Section 14 of the Act of 1971, the Supreme Court and the High Court, upon its view that a person has been guilty of contempt committed in its presence or hearing, the Court may cause such person to be detain in custody, and, at any time before the rising of the Court, on the same day. However, save and except the incident of criminal contempt referred to in , cognizance of criminal contempt in all other cases is required to be drawn by the Court by following the norms laid down in Section 15 of the Act of 1971, which reads as follows:- “15. Cognizance of criminal contempt in other cases. —(1) In the case of a criminal contempt, other than a contempt referred to in section 14, the Supreme Court or the High Court may take action on its own motion or on a motion made by— (a) the Advocate-General, or (b) any other person, with the consent in writing of the Advocate-General, 1[or] (c) in relation to the High Court for the Union territory of Delhi, such Law Officer as the Central Government may, by notification in the Official Gazette, specify in this behalf, or any other person, with the consent in writing of such Law Officer.] (2) In the case of any criminal contempt of a subordinate court, the High Court may take action on a reference made to it by the subordinate court or on a motion made by the Advocate-General or, in relation to a Union territory, by such Law Officer as the Central Government may, by notification in the Official Gazette, specify in this behalf. (3) Every motion or reference made under this section shall specify the contempt of which the person charged is alleged to be guilty. Explanation.—In this section, the expression “Advocate-General” means,— (a) in relation to the Supreme Court, the Attorney-General or the Solicitor-General; (b) in relation to the High Court, the Advocate-General of the State or any of the States for which the High Court has been established; (c) in relation to the court of a Judicial Commissioner, such Law Officer as the Central Government may, by notification in the Official Gazette, specify in this behalf.” 20. A conjoint reading of Sections 14 , 15, and 18 of the Act of 1971 leaves no room for doubt that proceedings for Criminal Contempt of Court can be initiated only by the Division Bench of the High Court and not a Single Bench. 21. A conjoint reading of Sections 14 , 15, and 18 of the Act of 1971 leaves no room for doubt that proceedings for Criminal Contempt of Court can be initiated only by the Division Bench of the High Court and not a Single Bench. 21. In the present case, a careful reading of the Order dated 4 th September 2019 goes to show that although the learned Single Judge was of the view that the Appellants/Contemnors were guilty of interfering with the administration of justice, yet, no such satisfaction has been recorded, so as to meet the requirements of Section 14 and/or Section 15 , as the case may be. There is also no indication in the said order that the Appellants have committed Civil Contempt of Court due to willful disobedience of any specific order of the Court. Under such circumstances, there is some doubt as to whether the Suo Moto Contempt proceedings could at all have been initiated by the learned Judge by Order dated 4 th September 2019, on the grounds projected therein. 22. As has been noted hereinabove, the impugned Judgment and Order dated 18 th March 2025 has been passed holding the Appellants guilty of Civil Contempt of Court. Therefore, it is apparent that while Suo Moto proceedings were initiated against the Contemnors purportedly for committing criminal contempt of Court by causing undue obstruction to administration of justice, the nature and character of the proceedings were subsequently changed to a proceeding for civil contempt of Court, which was, no doubt, permissible in the eyes of law. However, before holding the Appellants guilty of Civil Contempt of Court, it was incumbent upon the Court to issue Notice to them on each specific allegations of violation of Court’s order, which in our considered opinion, had not been done in the present case. We say so because although the learned Single Judge has held the Appellants/Contemnors were guilty of violation of the order dated 19 th December 2019, yet, after examination of the R & P, we find that no Notice was ever issued to the Appellants/Contemnors alleging calling upon them to show cause as to why they should not be punished for willful violation of the said order. Under such circumstances, we are of the view that it was not open for the learned Single Judge to hold the Appellants guilty of willful disobedience of the Court’s Order dated 19 th December 2019, without giving them a fair opportunity to show cause in the matter. 23. From a careful reading of the impugned Judgment and Order dated 18 th March 2025, we also find that the consideration before the learned Single Judge was not only pertaining to violation of orders of the Court but also the alleged contumacious conduct of the Appellants/Contemnors Nos. 1 to 5 by showing utter disregard to the Court, which allegation, if accepted on the face of it, would amount to criminal contempt of Court and not Civil Contempt.. However, as noted above, in view of Section 18 of the Act of 1971, no proceeding for Criminal Contempt of Court would be maintainable before the learned Single Judge. It is, therefore axiomatic that viewed from any angle, the Suo Moto Contempt Notice issued to the Appellants/Contemnors in our considered opinion, did not lie before the Single Judge. 24. We have also noted that the Appellants have repeatedly tendered apology by contending that the breach of the order dated 11 th August 2014 was un-intentional and, therefore, not willful. Notwithstanding the same, the learned Single Judge has rejected such apology tendered by the Appellants. The relevant observations dealing with that aspect of the matter in the impugned Judgment and Order, as apparent from the observations made in paragraphs 49 and 50, are reproduced hereinbelow: “49. It is apparent from the material on record that alleged contemnor Nos.1, 2 and 5, being ex-directors of the company in liquidation and alleged contemnor Nos.3 and 4, being the directors of GIPL at the relevant time, acted in concert, while willfully and deliberately violating orders of this Court, thereby making them liable for punishment under the provisions of the Contempt of Courts Act. This Court also finds that although in the reply affidavits to the suo moto show cause notice, apology has been tendered, the subsequent truncated disclosure affidavits and the attitude of stonewalling and not coming clean before the Court, indicates that the apologies are neither genuine nor sincere. This Court also finds that although in the reply affidavits to the suo moto show cause notice, apology has been tendered, the subsequent truncated disclosure affidavits and the attitude of stonewalling and not coming clean before the Court, indicates that the apologies are neither genuine nor sincere. This Court is of the opinion that merely apologizing is not enough and that the attitude and approach of the alleged contemnors, while facing such serious proceedings, ought to demonstrate genuine remorse and repentance on their behalf. If the alleged contemnors are allowed to let go lightly, it would have a deleterious effect on the Majesty of the Court and faith of the common person in the justice delivery system. At the same time, this Court finds that alleged contemnor Nos. 6 and 7 cannot be equated with the other alleged contemnors. They did not act with the others in blatantly violating the orders of this Court, as they had no part to play in execution of the lease agreements and in running the business of the company in liquidation. 50. In this context, reliance placed on behalf of the alleged contemnors on the judgment of the Supreme Court in the case of Sudhir Vasudeva, Chairman and Managing Director, Oil and Natural Gas Corporation Limited and others vs. M. George Ravishekaran and others (supra), also cannot come to their aid, for the reason that in terms of the said judgment, the directions issued in the present case by this Court, were plainly self- evident and disobedience of the same on the part of alleged contemnor Nos.1 to 5 is found to be willful, intentional and deliberate. For the same reason, reliance placed on their behalf on the judgment of the Supreme Court in the case of Ram Kishan vs. Tarun Bajaj and others [ (2014) 16 SCC 204 ], cannot also be of any assistance, for the reason that in the facts of the present case, this Court finds the disobedience on the part of alleged contemnor Nos.1 to 5, as being intentional, deliberate and conscious with full knowledge of the consequences. The alleged contemnor Nos.1 to 5 herein are well-educated individuals and they have been active in the business world and hence, they cannot feign ignorance of the consequences of their acts of willful and deliberate disobedience of the orders of this Court. The alleged contemnor Nos.1 to 5 herein are well-educated individuals and they have been active in the business world and hence, they cannot feign ignorance of the consequences of their acts of willful and deliberate disobedience of the orders of this Court. It is also found that two interpretations in the present case are not possible and the only interpretation of the aforementioned actions of alleged contemnor Nos.1 to 5, is that they have indeed indulged in contumacious conduct, thereby inviting punitive order under contempt jurisdiction.” 25. Section 12 of the Act of 1971 prescribes that the accused in a proceeding for Contempt of Court may be discharged or the punishment awarded may be remitted on apology being made to the satisfaction of the Court. 26. By interpreting sub-Section 3 of Section 12 of the Act of 1971, the Supreme Court has observed in the case of Smt. Pushpaben & Anr vs Narandas V Badiani & Anr., (1979) 2 SCC 394 that in case of Civil Contempt, fine is the Rule and imprisonment is exception. The observations made in paragraph 6 of the said Judgment are reproduced hereinbelow for ready reference:- “A close and careful interpretation of the extracted Section leaves no room for doubt that the Legislature intended that a sentence of fine alone should be imposed in normal circumstances. The statute, however, confers special power on the Court to pass a sentence of imprisonment, if it thinks that ends of justice so require. Thus before a Court passes the extreme sentence of imprisonment. it must give special reasons after a proper application of its mind that a sentence of imprisonment alone is called for in a particular situation. Thus, the sentence of imprisonment is an exception while sentence of fine is the rule.” 27. In Balwantbhai Somabhai Bhandari vs Hiralal Somabhai Contractor (Deceased), (2023) 17 SCC 545 a similar view has been expressed by the Supreme Court by interpreting sub-Section 3 of Section 12 of the Act of 1971 by observing that in case of Civil Contempt, the legislative intent was to impose a sentence of fine alone except where the Court considers that the ends of justice would make it necessary to pass a sentence of imprisonment also. In the present case, on a careful examination of the Judgment dated 18 th March 2025, we do not find sufficient reasons recorded therein indicating as to why, imposition of fine would not be sufficient in this case and sentence of imprisonment would be necessary for the ends of justice. Rather, the emphasis is on the fact that the violation was intentional and there is lack of remorse on their part. 28. Having regard to the explanation furnished by the Appellants regarding violation of Order dated 11 th August 2014 and the unconditional apology tendered by them, we are of the view that the learned Single Judge was not correct in brushing aside the apology on the grounds mentioned in the impugned Judgment and Order dated 18 th March 2025. Moreover, as noted above, there is no finding recorded in the impugned Judgment as to why the sentence of fine, if imposed upon the Appellants, would not meet the ends of justice and that sentence of imprisonment is necessary. 29. We have also noted that, it is yet to be established as to whether the proceeds of the lease rent were actually used for managing the affairs of the company or it was misappropriated by the ex-directors. In view of the fact that documentary evidence was submitted by the ex-directors before the Official Liquidator, so as to substantiate the claim that the proceeds of lease rent were not mis- appropriated by the directors of the Company, we are of the view that this aspect of the matter called for proper determination before a concrete opinion could be expressed on the quantum of mis-appropriation of the amount. Therefore, imposition of punishment upon the Appellants by holding them guilty of Contempt of Court, ought to have been preceded by determination of the above claim of the ex-directors of the Company. Considering the fact that no Notice was ever issued to the Appellants/ Contemnors alleging willful disobedience of the order dated 19 th December 2019 and in view of the fact that the alleged disobedience of the said order had evidently weighed in the mind of the learned Judge while holding the Appellants guilty of Civil Contempt of Court and for imposition of punishment, such opinion in our view, would have a vitiating effect on the impugned order imposing punishment on the Appellants, for committing Contempt of Court. 30. 30. What constitutes Contempt of Court has been extensively dealt with by the Hon’ble Supreme Court in the case of Delhi Judicial Service Association, Tis Hazari Court, Delhi vs State of Gujarat & Ors, (1991) 4 SCC 406 . wherein it has been observed that Contempt of Court is an act or omission calculated to interfere with the due administration of justice. The observations made in paragraph 42 are reproduced hereinbelow for ready reference:- “42. What constitutes contempt of court? The Common Law definition of contempt of Court is: 'An act or omission calculated to interfere with the due administration of justice.' (Bowen L.J. in Helmore v. Smith(No.2), [1886] 35 Ch. D. 436 at 455. The contempt of court as defined by the Contempt of Courts Act, 1971 includes civil and criminal contempt. Criminal contempt as defined (in Section 2(c)) by the Act: “means the publication (whether by words, spoken or written, or by signs, or by visible representations, or otherwise) of any matter or the doing of any other act whatsoever which (i) scandalizes or tends to scandalize, or lowers or tends to lower the authority of, any court; or (ii) prejudices, or interferes or tends or to interfere with, the due course of any judicial proceeding; or (iii) interferes, or tends to interfere with, or obstructs or tends to obstruct, the administration of justice in any other manner;” The definition of criminal contempt is wide enough to include any act by a person which would tend to interfere with the administration of justice or which would lower the authority of court. The public have a vital stake in effective and orderly administration of justice. The Court has the duty of protecting the interest of the community in the due administration of justice and, so, it is entrusted with the power to commit for contempt of court, not to protect the dignity of the Court against insult or injury, but, to protect and vindicate the right of the public so that the administration of justice is not perverted, prejudiced, obstructed or interfered with. "It is a mode of vindicating the majesty of law, in its active manifestation against obstruction and outrage.” (Frankfurter, J. in Offutt v. U.S.) [1954] 348 US 11. "It is a mode of vindicating the majesty of law, in its active manifestation against obstruction and outrage.” (Frankfurter, J. in Offutt v. U.S.) [1954] 348 US 11. The object and purpose of punishing contempt for interference with the administration of justice is not to safeguard or protect the dignity of the Judge or the Magistrate, but the purpose is to preserve the authority of the courts to ensure an ordered life in society. In Attorney General v. Times Newspapers, [1974] A.C. 273, 302, the necessity for the law of contempt was summarised by Lord Morris as: (AC P.302) “In an ordered community courts are established for the pacific settlement of disputes and for the maintenance of law and order. In the general interests of the community it is imperative that the authority of the courts should not be imperilled and that recourse to them should not be subject to unjustifiable interference. When such unjustifiable interference is suppressed it is not because those charged with the responsibilities of administering justice are concerned for their own dignity: it is because the very structure of ordered life is at risk if the recognised courts of the land are so flouted and their authority wanes and is supplanted.” 31. In the case of Supreme Court Bar Association vs Union of India & Anr , (1998) 4 SCC 409 . the Supreme Court has held that Contempt of Court is a special jurisdiction to be exercised sparingly and with caution, whenever an act adversely affects the administration of justice or which tends to impeach its course or tends to shake the public confidence in the judicial institution. The purpose of contempt jurisdiction is to uphold the majesty and dignity of the Courts of law. That is not an exercise to protect the dignity of an individual Judge or to prevent the dignity from being maligned. 32. The proceeding for Contempt of Court, it must be borne in mind, is quasi criminal in nature. In case of a criminal contempt, while the offence is against the majesty of the Court of law, in a civil contempt, it is about willful disobedience of an order of the Court. 32. The proceeding for Contempt of Court, it must be borne in mind, is quasi criminal in nature. In case of a criminal contempt, while the offence is against the majesty of the Court of law, in a civil contempt, it is about willful disobedience of an order of the Court. Therefore, what would essentially follow is that in civil contempt, there must be a clear and unambiguous order/direction of a Court of competent jurisdiction, the offender must have knowledge of the said order and the violation must be willful, deliberate and intentional. Besides the above, the alleged Contemnor must also have notice of violation of specific orders of the Court before proceedings can be initiated for punishing the Contemnor. 33. It is no doubt correct that so as to keep the stream of justice clean and pure, the Courts must make all attempts to interdict any attempt to undermine the majesty of the Court or to obstruct the free flow of the stream of justice, if necessary, by punishing the defaulter. Yet, before holding the offender guilty of contempt, he must be given sufficient opportunity to explain his conduct. In other words, in a proceeding for civil contempt, the offender must be put to clear notice as to the specific order of the Court which has been violated. The Court must be satisfied that such violation is willful and deliberate and not merely accidental or due to any bonafide misconstruction of the Court order. 34. In the present case, as has been noted hereinabove, although we find ourselves completely in agreement with the learned single Judge, in sofar as the views expressed in the impugned Judgment pertaining to willful violation of the order dated 11 th August 2014 is concerned, yet, we are of the view that in sofar as the other allegations of contempt brought against the Appellants/Contemnors/ex-directors of the company, they were not given proper notice and a fair opportunity to explain their conduct in that regard. Notwithstanding the same, the Appellants/Contemnor Nos. 1 to 5 hae been punished for committing Contempt of Court on other count as well. Therefore, we respectively disagree with the findings and observations of the learned Single Judge and hold that the punishment imposed upon the Appellants/Contemnors for willful violation of the Court’s order, save and except the Order dated 11 th August 2014, is unsustainable in the eyes of law. 35. Therefore, we respectively disagree with the findings and observations of the learned Single Judge and hold that the punishment imposed upon the Appellants/Contemnors for willful violation of the Court’s order, save and except the Order dated 11 th August 2014, is unsustainable in the eyes of law. 35. Under normal circumstances, the present would be a fit case to set aside the impugned order and remand the matter back to the learned Single Judge for taking a fresh decision on the question of punishment that is required to be imposed upon the Appellants/Contemnors for disobedience of the Order dated 11 th August 2014. However, in view of our findings recorded in the foregoing paragraphs wherein we have expressed serious doubt as to whether, the Suo Moto notice issued by the learned Single Judge for Criminal Contempt of Court was at all maintainable in the eyes of law and since the impugned Judgment and Order dated 18 th March 2025 primarily alleges violation of the order dated 11 th August 2014 passed by the Division Bench, whether the proceeding was at all maintainable before the learned Single Judge, we are of the view that remanding the matter back to the learned Single Judge would not only be impermissible under law but the same would also lead to travesty of justice. 36. Since the Order dated 11 th August 2014 is not in existence and in view of the observations made in paragraph 17 of the order dated 19 th December 2019 requiring the verification of the claim of the ex-directors and also the fact the Lease Deeds have already been cancelled, the question of purging of contempt would not arise in the present case. 37. Having considered the submissions of the learned counsel for the parties and in view of the apology tendered by the Appellants/Contemnors, following the spirit of Section 12 of the 1971 Act, we are, therefore, inclined to accept the apology tendered by the Appellants/Contemnors and interfere with the order of punishment imposed upon the Appellants, committing them to civil imprisonment and also the direction to deposit a sum of Rs. 5 crores to purge the contempt. However, having regard to the admission made by the Appellants that they had in fact violated the order dated 11 th August 2014 by entering into the Lease Agreements, the sentence of fine of Rs. 5 crores to purge the contempt. However, having regard to the admission made by the Appellants that they had in fact violated the order dated 11 th August 2014 by entering into the Lease Agreements, the sentence of fine of Rs. 2000/- imposed by the learned Single Judge upon each of the Appellants is, hereby, maintained. 38. Before parting with the record, we make it clear that we have not expressed any opinion on the question of violation of the order dated 19 th December 2019 or for that matter, any other order of the Court, by the Appellants herein. Therefore, it would be open for the concerned party to initiate appropriate proceedings, in accordance with law, in that regard, if so advised. 39. The Contempt Appeal stands disposed of in the above terms.