Vivek Goenka vs Manoj Kumar Sonthalia

K.A. Thanikkachalam, J.—Mr. Vivek Goenka, 6th defendant in C.S. No. 1246 of 1992 is the petitioner in this contempt application. The

respondent Mr. Manoj Kumar Sonthalia, is the plaintiff in C.S. No. 1246 of 1992.

Learned Senior Counsel appearing for the applicant herein submitted as under :-

On 1-10-1992, Kanakaraj J. passed an order in Application Nos. 764, 768, 4718, 770, 4790 and 772 of 1992 in C.S. No. 1246 of 1992 and in

applications Nos. 748, 750 and 761 of 1992 in C.S. No. 1247 of 1992 as under :-

Without going into these facts, I direct the respondents to preserve status quo as on today so far as the office and powers of the applicant/plaintiff

as joint Managing Director of the first defendant company. It is clarified that the powers of the applicant as on today, are as per the delegations

made by the Board of Directors of the third defendant company. His office and powers as above shall be preserved till the applications are taken

up for further hearing after the Pooja Holidays.

Application No. 5129 of 1992 in Application No. 841 of 1992 in C.S. No. 1246 of 1992 came up for hearing on 28-10-1992. In the said

application this Court passed the following ORDER :

After hearing the learned counsel appearing on both the sides, all the parties are directed to abide by the resolution dated 24-6-1992, 5-9-1992

and 13-9-1992 and maintain the status quo as directed by this Court on 1-10-1992.

In the contempt application, the petitioner alleged two specific instances where according to the petitioner, the respondent has deliberately acted

in excess of the powers conferred on him and thereby committed contempt of Court.

The first instance is in the case of one Mr. Kasturi Rangan. Kasturi Rangan was the Editor of Dinamani and he had been continued in service

after attaining superannuation as the Editor of Dinamani on the basis of a contract dated 23-8-1992. On 30-9-1992 the services of Kasturi

Rangan was terminated by the petitioner and this was intimated to Kasturi Rangan telegraphically on 30-9-1992. Kasturi Rangan was offered

payment of his entire salary for the unexpired period of contract. This was known to Kasturi Rangan and the respondent. Letter dated 7-10-1992

written by the respondent to one Mr. Prabhu Chawla and another letter dated 8-10-1992 written by Kasturi Rangan to one Mr. Dua would go to

show that both of them knew about this fact.

According to the petitioner in spite of the fact that the services of Kasturi Rangan was terminated by the petitioner on 30-9-1992 at the behest

of the respondent, Kasturi Rangan was paid with salary inclusive of allowance, perks and reimbursement for lunch, travels and news gathering

activities for the months of October and November, 1992. According to the petitioner this is illegal and against the resolution passed by the Board

of Directors.

Kasturi Rangan wrote a letter dated 27-11-1992 to the respondent authorising one Mr. K. B. Rangan to receive on his behalf the salary due for

the month of November, 1992. The said letter bears an endorsement stating that with the direction of the respondent payment of salary was made

to Kasturi Rangan. In another letter dated 29-10-1992 Kasturi Rangan authorised K. B. Rangan to receive the salary on his behalf for the month

of October, 1992. This month''s salary was also paid in accordance with the direction given by the respondent.

According to the petitioner the payment of salary of Kasturi Rangan is contrary to the resolution dated 24-6-1992. According to the said

resolution, the Board has conferred upon the petitioner, exclusively, complete control over the entire staff in the editorial department. The petitioner

states that the respondent, contrary to the resolution of the Board, appointed Mr. Prabhu Chawla in the place of Mr. Kasturi Rangan as acting

Editor of Dinamani. This fact is evidenced by the letter dated 30-9-1992 written by the respondent to the News Editor Dinamani with a copy

marked to the Works Manager. This act on the part of the respondents would go to show that he deliberately violated and exceeded the powers

conferred upon him by the Board.

According to the petitioner when Mr. Kasturi Rangan''s services were terminated from 1-10-1992 incorrect entry has been made in the leave

record to show that Mr. Kasturi Rangan was on Medical leave from 29-9-1992 to 31-12-1992. The petitioner submits that leave is to be granted

by the Managing Director to the petitioner himself and he did not give any leave to Mr. Kasturi Rangan. When questioned about this fact,

Personnel Officer, by letter dated 28-11-1992 informed Mr. Rajagopalan that there leave applications were given by the Joint Managing Director

for making entry in the leave register and the letters were taken away. Further Rajagopal was also informed that the personnel department did not

receive any instructions from Managing Director or Chairman/Executive Director that the services of Mr. Kasturi Rangan was terminated and that

his accounts should be settled. Therefore according to the petitioner the respondent disregarded the order passed by the Court on 1-10-1992 and

28-10-1992 by exceeding the powers given to him under the resolutions dated 24-6-1992, 5-9-1992 and 13-9-1992 and hence the respondent

is liable to be punished under the Contempt of Courts Act.

Learned counsel for the respondent submitted as under :

According to the respondent Application No. 764 of 1992 is for temporary injunction restraining the operation of the resolution passed at the

Board Meeting Indian Express (Bombay) Ltd. and Indian Express (Madurai) Ltd. On 24-6-1992, 5-9-1992 and 13-9-1992 reducing the power

of the respondent as Joint Managing Director in the above said companies. The above said resolutions were challenged by the respondent in

Application No. 764 of 1992. According to the respondent the said resolutions are illegal, invalid and therefore they are null and void. The

respondent submitted that as far as the resolution dated 24-6-1992 is concerned, it was specially recorded in the minutes that powers of the

petitioner and the manner of the delegation of these powers would be subject to further discussion between the petitioner and the respondent.

Therefore, this resolution cannot be implemented until such discussion takes place. So far as the resolution dated 5-9-1992 is concerned it was

never passed. According to the respondent the petitioner and Nusli Wadia fabricated the minutes and smuggled in resolutions which were never

passed. The letter dated 11-9-1992 written by the respondent would vouchsafe the same.

The respondent submits that the powers regarding appointment of persons, purchase and capital expenditure have been strictly adhered to by

him and he has not transgressed these powers. According to the respondent he has not done anything which would amount to wilful disobedience

of the orders passed by this Court. The two instances pointed out by the petitioner would not amount to any violation of the orders passed by this

Court. This respondent submits that he has not done anything with mala fide intention to hamper the day to day functioning of India Express

(Madurai) Limited.

In the case of Mr. Kasturi Rangan it was submitted that the respondent was not aware of the statement that his termination was informed by

the petitioner telegraphically to him. The Personnel department categorically stated that they have not received any instructions from either the

respondent or the Chairman regarding the termination of the services of Mr. Kasturi Rangan. According to the respondent if the petitioner intended

to terminate the services of Kasturi Rangan, the petitioner should have also informed the personnel department of his decision, so that the payment

of salary would have been stopped. The petitioner has not followed the office procedure. Since termination of services of Kasturi Rangan was not

informed, the personnel department continued to pay his salaries. According to the respondent he knew the intention of the petitioner to terminate

the services of Kasturi Rangan and he also objected to the same. The respondent has also filed a separate application against the termination of

services of Kasturi Rangan. The respondent has also written a letter to Mr. Prabhu Chawla regarding the petitioner''s role in the cancellation of the

contract of service of Kasturi Rangan. According to the respondent the petitioner has decided to destroy the various newspapers published from

Southern India and the recent decision to discontinue the fax circuit line between Madras and Bangalore for Andhra Prabha is also a part of the

same. According to the respondent he did not authorise any payment to Kasturi Rangan. The salary bills are prepared and paid by the personnel

department. The respondent was also not given with any letter directing the office to pay and any amount to Kasturi Rangan. The averments made

by the petitioner that the respondent directed payment of Kasturi Rangan is an utter falsehood and it would amount to perjury. Kasturi Rangan

addressed the letter to the company in October, 1992, but in November, 1992 he addressed the letter to the respondent. The respondent merely

forwarded the said letter to the department concerned. The respondent had not given any instructions to the personnel department or accounts

department to pay the salary to Kasturi Rangan. So far as the letter dated 13-2-1992 is concerned, it is much before the order of this Court dated

28-10-1992. Therefore, this letter cannot constitute any de finance of any order on the part of the respondent. In fact the resolution dated 24-6-

1992 is itself the subject-matter of the challenge in various applications.

According to the respondent he sanctioned the medical leave asked on 29-9-1992 by Kasturi Rangan. Formally such applications are sent to

Chief Manager (Personnel). Since he was not available, the same was put up before the respondent. The medical leave and the subsequent

extension of medical leave was granted on medical grounds. This was forwarded to the personnel department for making necessary entries. The

petitioner has not communicated the termination order of Kasturi Rangan to the personnel department. Hence no fault can be attributed to the

respondent for granting medical leave. Further, the terms of resolution dated 5-9-1992 do not bar the respondent from granting medical leave for

valid reasons. Neither the petitioner nor the respondent informed the personnel department about the termination of services of Kasturi Rangan.

Hence according to the respondent the entire story about the Kasturi Rangan''s episode are baseless. Therefore according to the respondent he

did not violate any of the orders passed by this Court.

The first episode relates to one Mr. Kasturi Rangan.

It remains to be seen that Kasturi Rangan Editor of Dinamani, was made to continue in service after attaining superannuation, according to the

agreement dated 23-8-1992. On 30-9-1992 his services were terminated by the petitioner herein. Both Kasturi Rangan and respondent herein

were aware of the same. Letters dated 7-10-92 and 8-10-92 would prove the same. Inspite of this termination of services by the petitioner,

salaries and other allowance were paid to Kasturi Rangan at the behest of the respondent for the months of October and November, 1992. In the

letters dated 27-11-1992 and 29-10-1992 Kasturi Rangan authorised K. B. Rangan to receive the salaries on his behalf. Letters dated 27-10-

1992 and 29-11-1992 would go to show that salaries were paid pursuant to the direction given by the respondent. Further, the letter dated 30-9-

1992 written by the respondent to news-editor Dinamani also would go to show the de finance of the order of the petitioner by the respondent.

According to the petitioner surreptitious and incorrect entries were made in the leave register to suggest that Kasturi Rangan was on Medical leave

when his services were terminated with effect from 1-10-1992. According to the petitioner Mr. Rajagopalan ascertained from the personnel officer

that the respondent gave three leave letters for making some entries and got back the same. Rajagopalan also ascertained that the personnel

department has not received any information regarding termination of services of the said Kasturi Rangan.

According to the respondent termination of services of Kasturi Rangan was not in fact communicated to him. He is not aware of the

correctness of the statement, made by the petitioner that this matter was communicated to the respondent telegraphically. The personnel

department also categorically stated that they have not received any information regarding the termination of services of Kasturi Rangan. The

petitioner did not inform the personnel department about the termination of services of Kasturi Rangan. While so, the personnel department cannot

stop payment of salary and other allowance to Kasturi Rangan. According to the respondent he was aware of the intention of the petitioner to

terminate the services of Kasturi Rangan, but the respondent was objecting for the same. The respondent also wrote a letter to Mr. Prabhu

Chawla regretting the conduct of the petitioner in trying to cancel the contract of services of Kasturi Rangan. According to the respondent he did

not authorise any payment to Kasturi Rangan, nor did he give any letter for payment of salary to Kasturi Rangan. The salary, etc., were paid by the

personnel department since they were not aware of the termination of services of Kasturi Rangan. The respondent states that for the month of

November, Kasturi Rangan addressed a letter to him and he merely forwarded the same to the department concerned. He did not give any

instructions to accounts department or personnel department for payment. The letter dated 30-9-92 was written much earlier to the order passed

by this Court on 29-10-1992. There solution dated 24-6-1992 is itself under challenge in an application filed by the respondent. The respondent

further states that he did not sanction medical leave asked on 29-9-1992 by Kasturi Rangan. In fact, the leave application was addressed to the

Chief Manager, Personnel department. Since he was not available the letter was put up before the respondent and he granted medical leave and

forwarded the same to the personnel department for making necessary entries. Even at that time, the order of termination of Kasturi was not

communicated to the personnel department. The terms of resolution dated 15-9-1992 do not prohibit the respondent from granting medical leave

for valid reasons.

Thus it remains to be seen when the termination order was not communicated to the respondent and the personnel department, it cannot be

said that the salary was paid to Kasturi Rangan in spite of the fact that services were terminated by the petitioner. If the termination order was

communicated to the personnel department, the personnel department would not have disbursed the salary to Kasturi Rangan. There is no contra

evidence on record to show that salary etc., was paid to Kasturi Rangan at the behest of the respondent. The letters written by the respondent

themselves would not be sufficient to hold that the respondent disregarded the orders passed by the petitioner. Further, according to the

respondent the resolution dated 5-9-1992 does not prohibit him from granting medical leave for valid reasons. In fact, the letter dated 30-9-1992

was stated to be written much earlier to the order of this Court dated 29-10-1992. Even the personnel department itself stated to Rajagopalan that

the order of termination of services of Kasturi Rangan was not communicated to them. In view of all these facts, it cannot be said that the

respondent acted in any manner violating the order passed by the petitioner in the matter of terminating the services of Kasturi Rangan.

The second instance pointed out by learned counsel for the petitioner relates to the case of Mr. A. C. Venkatakrishnan. On this aspect,

learned counsel appearing for the petitioner submitted as under :-

In the meeting held on 5-9-1992 the Board of Directors of Indian Express (Madurai) Ltd. had delegated certain specific and limited powers to

Mrs. Saroj Goenka and the respondent as Managing Director and Joint Managing Director respectively of Indian Express (Madurai) Limited.

These powers naturally circumscribed by financial limits in his capacity as Chairman, Editorial Department of Indian Express (Madurai) Ltd. issued

an office order dated 25-9-1992 informing all concerned staff and personnel of the decision taken in the meeting of Indian Express (Madurai)

Limited on 5-9-1992.

One Mr. A. C. Venkatakrishnan was the Chief Manager (P & A) of the 3rd defendant company at Madras. Venkatakrishnan was drawing a

monthly consolidated salary in excess of Rs. 3000/-. Therefore neither the Managing Director nor the Joint Managing Director of Indian Express

(Madurai) Ltd. had power or authority or jurisdiction to deal with the case of Venkatakrishnan as regards his terms of service. According to the

specified powers delegated to the respondent by the resolution dated 5-9-1992 as regards personnel, no power to accept resignation of any

employee had been delegated and consequently the respondent lacked the power and authority to accept the resignation of any person employed

in Indian Express (Madurai) Ltd. By his letter dated 28-9-1992 the petitioner informed Venkatakrishnan that he was being transferred and posted

to work at New Delhi Office of the second defendant with the same designation as Chief Manager (P & A). Venkatakrishnan was informed that

he would be relieved from his duties at Madras at the close of duty hours on 28-9-1992 and should report for duty at New Delhi on or before 6-

10-1992. He was required to handover charge to Chief Executive Mr. P. M. Rajagopalan at Madras.

Instead of complying with the above said order of the petitioner the said Venkatakrishn a openly defied the same and tendered his resignation

of services from Indian Express (Madurai) Ltd. to the respondent. The respondent in spite of the fact that his powers were curtailed by the

resolution dated 5-9-1992 and ignoring the order of this Court dated 1-10-1992 accepted the resignation of Venkatakrishnan. The respondent

also issued a circular dated 6-10-1992 informing the Managers of Indian Express (Madurai) Ltd. at various branches that the said

Venkatakrishnan had resigned as the Chief Manager with effect from 6-10-1992 and has been appointed as General Manager of Andhra Prabha

Limited. The respondent also informed the Branch Managers that all communications which were being addressed to Venkatakrishnan should be

addressed to him in future. When the petitioner came to know about the circular, the petitioner issued a circular dated 7-10-1992 addressed to all

the Branch Managers stating that the circular issued by the respondent is illegal and void and directed the Branch Managers to address all their

letters to P. M. Rajagopalan, Chief Executive to whom powers had been delegated by the Board and the petitioner. The petitioner also informed

all the Branch Managers that Venkatakrishnan would not be in charge of co-ordinating the centres of Andhra Prabha Ltd. It was submitted that the

orders and communication issued by the respondent are beyond the limits referred to in the resolution dated 5-9-1992 Venkatakrishnan was also

informed by letter dated 7-10-1992 that the respondent has no authority to accept his resignation. Venkatakrishnan was advised to submit his

resignation to the petitioner. The said Venkata- krishnan wrote a reply dated 9-10-92 stating that he has submitted his resignation to the

respondent and that the same was accepted by the respondent and he was relieved from the services with effect from 6-10-1992. Thus by

accepting the resignation of Venkatakrishna and appointing him as the General Manager of Andhra Prabha Ltd. are in violation of the resolution

dated 5-9-92 and the orders of this Court dated 28-10-1992 and, therefore the respondent is punishable for contempt of Court. The petitioner

also issued instructions to the Branch Managers to address all communications to him through Rajagopalan to whom he has delegated his authority.

On the other hand, the respondent by writing letters to the Branch Managers, instructed them to communicate all the matters regarding personnel

to him through one Ms. Shanthi Jayaraman, who is working in his office. The communication of the respondent dated 12-12-1992 is the deliberate

violation of the order of this Court.

On the other hand, learned counsel for the respondent submitted as under :-

The appointment of Mr. Venkatakrishnan was done by virtue of the respondent being a director in Andhra Prabha Ltd., which is a separate

company. As per the resolution dated 5-9-1992 in Indian Express (Madurai) Ltd., the restriction in power of the respondent is only to appoint,

recruit, confirm or alter terms or promote such personnel. Therefore, it was submitted that by accepting the resignation of Venkatakrishnan, there is

no violation of powers conferred on him by the Board. More over, the appointment of Venkatakrishnan as General Manager of Andhra Prabha

Ltd. would by no stretch of imagination amount to contempt of Court. The Board resolution of Indian Express (Madurai) Ltd. will not be binding

on Andhra Prabha Ltd. which is separate company. The respondent is the Joint Managing Director in the said company. Therefore, the acceptance

of resignation of Venkatakrishnan would not amount to contempt of Court by the respondent. The resignation of an employee takes effect

immediately and there is no question of rejecting the same. The petitioner is bent upon humiliating an employee who was having thirty years of

experience in the company. In order to humiliate him the petitioner transferred him to New Delhi''s Office. Since the Chief Manager (Personnel)

had resigned the respondent had to take up the responsibility of managing the personnel department as the Joint Managing Director of the

Company. The petitioner in order to humiliate the respondent sent an office order stating that all matters regarding personnel should be referred to

him through the Chief Executive. Mr. Rajagopalan. Rajagopalan tried to supercede the inherent powers of the respondent. Therefore, the

respondent issued a telex message dated 12-12-1992 instructing all the Branch Managers to ignore the office memo sent by Rajagopalan. Hence,

it was submitted that looking after the functions of the personnel department by the respondent would not amount to excess of the powers

delegated to him by the Board and consequently would not amount to contempt of Court. The Board has not passed any resolution to the effect

that the communications relating to personnel matters should not be shown to the respondent. The respondent was having full jurisdiction to deal

with employees who are in receipt of emoluments below Rs. 3000/- or Rs. 120/- per day whichever is higher. The powers as Joint Managing

Director were fully protected by the orders of this Court dated 29-10-1992. While so, Rajagopalan at the behest of the petitioner seeks to ensure

that all the powers regarding employees were taken away from the respondent.

A. C. Venkatakrishnan was transferred from the Madras Office to the Delhi Office. He submitted his resignation letter to respondent. The

respondent accepted the same and appointed Venkatakrishnan in Andhra Prabha Ltd. The resolution passed by the Indian Express (Madurai)

Ltd., will not be binding upon Andhra Prabha Ltd. According to the petitioner the respondent has no power to accept the resignation of

Venkatakrishnan. The Board has only restricted the power of the respondent in respect of appointment, requirement, promotion, confirmation or

alteration etc. The Board has not passed any resolution to the effect that not to accept the resignation tendered by an employee. Andhra Prabha

Ltd. is a separate company and the respondent is the Joint Managing Director in that Company. Therefore nobody can question the appointment

made by the respondent. Even according to the said resolution and the order of this Court, the respondent would still have the powers to deal with

employees who are getting salary less than Rs. 3000/- per month or Rs. 120/- per day which ever is higher. The respondent submitted that Chief

Manager (Personnel) had resigned and the respondent has to take up the responsibility of managing the personnel department as the Joint

Managing Director of the company. According to the respondent, in order to humiliate him, the petitioner addressed communications to the Branch

Managers to address their communications with regard to all the employees to him, through Mr. Rajagopalan. Therefore, the respondent issued a

message dated 12-12-1992 instructing the Branch Managers to ignore the office memo sent by Rajagopalan. According to the respondent, the

said Rajagopalan was trying to act arbitrarily and illegally. The respondent sent tele fax message to the Branch Managers to send all

communications regarding personnel matters because he wanted to decide matters relating to employees who are in receipt of emoluments of less

than Rs. 3,000/- p.m. Even though the powers of the respondent were limited by the Board''s resolution, but the respondent''s power to deal with

employees who were getting monthly salary below Rs. 3,000/- were not taken away. The circumstances, under which the respondent was placed

in the above said manner would justify the message sent by the respondent dated 12-12-1992. Therefore the acceptance of the resignation sent by

Venkatakrishnan and by issuing the message dated 12-12-1992 it cannot be said that the respondent has violated the resolution passed by the

Board, as well as the order passed by this Court.

Learned counsel for the petitioner submitted that the respondent by his confidential memo dated 6-10-1992 addressed to the Managers of

Indian Express (Madurai) Ltd. at various centres informing that the management was pleased to offer an ex-gratia of Rs. 3,500/- to all those

eligible employees whose salary exceeds Rs. 2,500/- p.m. during the accounting year April, 1991 to March, 1992. According to learned counsel

this sanction of ex-gratia to employees whose salary exceeded Rs. 3000/- p.m. is clearly contrary to the Board''s resolution dated 5-9-1992 and

would amount to contempt of order of this Court dated 1-10-1992.

Learned Counsel for the petitioner further submitted that one Mr. Ravi is a stenographer in the personnel department of Indian Express

(Madurai) Ltd., at Madras on 7-12-1992 the Chief Executive, Mr. Rajagoplan in exercise of his powers delegated to him was pleased to transfer

Mr. Ravi from personnel department to Accounts Department and to report to the Chief Accountant. Since Mr. Ravi did not report to Accounts

Department Rajagopalan, by his letter dated 8-12-1992 once again directed Mr. Ravi was earning a monthly salary of in excess of Rs. 3000/-

inclusive of all allowances, etc. As per the Board''s resolution the respondent had no power to interfere with the order of inter-departmental

transfers. In spite of this in gross defiance of not only the Board''s resolution but also of this Court''s order dated 1-10-1992 and 28-10-1992 the

respondent by an Office order dated 8-12-1992 cancelled the order of transfer stating that it is not valid. The said order issued by the respondent

clearly constitutes contempt of the orders of This Court. Hence the respondent is liable to be punished for contempt of Court.

On the other hand, learned counsel appearing for the respondent submitted that it was the usual practice in the company for the past several

years to grant ex-gratia before Deepavali to all employees who are not eligible to receive bonus. It is the standard practice to pay bonus and ex-

gratia in almost all companies of Express group. The payment of bonus and ex-gratia was announced by the respondent on 6-10-1992, but the

petitioner did not object to for this decision. The petitioner knew that the respondent has acted in accordance with law, but raked up these issues

only to harass and intimidate the petitioner. But the Board of Indian Express (Madurai) Ltd. did not choose to disapprove of the respondent''s

action in this regard.

As regards the transfer of Mr. Ravi, the respondent''s counsel submitted that the petitioner is purposely trying to twist facts. As per the

resolution of 5-9-1992 the respondent''s powers to appoint, recruit, confirm or alter the terms, promote personnel drawing a consolidated

remuneration of Rs. 3,000/- per month or Rs. 120/- per day whichever is higher. The Board has only curtailed the respondent''s power to

promote, appoint, recruit, but the power of recruiting, transferring has not been taken away. The petitioner failed to note that the respondent is the

Joint Managing Director of Indian Express (Madurai) Ltd., and have substantial powers of management. The basic salary of Mr. Ravi was less

than the prescribed amount and as such the respondent had powers to deal with his appointment or his transfer from one department to another.

Therefore, when the Chief Executive was interfering with the respondent''s power by his order dated 7-12-1992 the respondent had to interfere

and cancel the order of transfer of Mr. Ravi. Therefore, the office order passed by the respondent cancelling the order of transfer would not

amount to contempt of Court by the respondent. Learned counsel submitted that the said Rajagopalan has been systematically acting to implement

the plan of Mr. Vivek Khaitan, Mr. Nusli Wadia and Mr. Venu Srinivasan to destroy Indian Express (Madurai) Ltd., which publishes various

newspapers from southern India. They have repeatedly acting contrary to the interests of the company. As a Joint Managing Director the

respondent has the right to ensure that the company is properly managed on proper lines. Therefore, respondent''s counsel submitted that the

respondent was scrupulously following the orders of this Court.

It remains to be seen that Mr. Ravi was drawing a salary less than Rs. 3,000/- per month. He was transferred by the petitioner from the

personnel department to the accounts department. This order of transfer was cancelled by the respondent. According to the respondent since Mr.

Ravi was drawing a salary of less than Rs. 3,000/- per month, the respondent has got power to deal with the employment of said Ravi. It was

submitted by the respondent that the said Rajagopalan unilaterally decided that the accounts department required the services of Mr. Ravi.

According to the respondent the petitioner and other persons as stated in the petition are bent upon destroying the company. Since Mr. Ravi was

receiving a monthly salary of less than Rs. 3000/-, the order passed by the respondent in cancelling the order of transfer passed by the petitioner

cannot be said to be in violation of the resolution dated 5-9-1992. Therefore the order passed by the respondent in cancelling the transfer of Mr.

Ravi is within the powers of the respondent, as given to him under the resolution dated 5-9-1992. The respondent is also Joint Managing Director

of the Company. Therefore, the power exercised by him in cancelling the transfer order of Mr. Ravi is not in violation of the resolution dated 5-10-

1992 and the order of this Court dated 29-10-1992.

So far as ex-gratia payment is concerned, it is submitted that it is customary on the part of the Company to pay ex-gratia, bonus, etc., at the

time of Deepawali. Almost all the employees in all the companies of Express Group used to receive bonus and ex-gratia during festival session.

Even the Government did not object to for payment of bonus and ex-gratia to employees. As already seen the respondent has got powers to deal

with those employees who are drawing salary less than Rs. 3,000/- p.m. or Rs. 120/- per day whichever is higher. Therefore announcing payment

to bonus and ex-gratia to the employees whose salaries are less than Rs. 3,000/- p.m. or Rs. 120/- per day cannot be said to be illegal or violative

of the resolution and the order of this Court. In the present case, according to the petitioner, Mr. Kasturi Rangan was paid salary, etc., at the

behest of the respondent when the said Kasturi Rangan has resigned from the service. The respondent explained the circumstances under which

the salary etc., was paid to the said Kasturi Rangan. So also in the matter of accepting the resignation of Mr. A. C. Venkatakrishnan also the

respondent explained as to how the acceptance of the resignation by the respondent would not amount to violation of the resolution and the order

of this Court. Likewise the respondent explained as to how the transfer of one Mr. Ravi and the payment of ex-gratia amount on festival occasion

would not amount to violating the order of this Court and the resolution. The facts on record would clearly go to show that the disobedience of the

order of this Court dated 28-10-1992 and resolution dated 24-6-1992 by the respondent were not established beyond all reasonable doubt

though it throws some doubts on the respondent that he would have acted in violation passed by the Board. At best contempt is a blunt weapon by

which to enforce obedience and those wishing or having to maintain a relationship after the Court hearing, for example members of a family or

those in an industrial relationship should think hard before invoking the contempt process. Particular caution should be exercised when seeking to

invoke contempt powers in family matter. In order to amount to contempt of Court, and to be punishable as such, the mere breach of undertaking

given to, or disobedience of the order passed by the Court is not enough. It must further be proved that the breach of disobedience was wilful or

contumacious and the act of the contemner, therefore, signified disrespect to the Court. In order to prove contempt of Court for breach of

undertaking, two things must be proved, viz. (1) breach of the undertaking, and (2) that the alleged contemner had, at the time the undertaking was

to be carried out, the means to carry it out, but wilfully and contumaciously refused to do so. The mere unintentional disobedience to judgments,

orders or process of the Court amounts to contempt in theory only and does not render the person disobeying liable to punishment. So also in the

case of breach of undertaking, there must be proof of the breach of undertaking, and also that the alleged contemner had, at the time when the

undertaking was to be carried out, the means to carry it out but wilfully and contumaciously refused to carry out. Even in cases of official orders,

the errors must be wilful, proceeding from improper or corrupt motive to be punished for contempt of Court.

Thus considering the facts arising in this case, in the light of established principles on this subject, I hold that the petitioner herein failed to

establish that the respondent herein committed contempt of the order of this Court. Accordingly, the contempt notice is discharged and the

contempt petition is dismissed. No costs.

Petition dismissed.