JUDGMENT
Govardhan, J.
1. Third petitioner in his affidavit contends as follows: C.S. No. 291 of 1995 was filed by the petitioners for the relief of permanent injunction and O.A. No. 183 of 1995 was filed for the relief of ad-interim injunction restraining the respondents their agents and servants, or anybody claiming under them from in any manner acting on the letter dated 6.2.1995 from the first respondent to the second applicant and copied to the second respondent and second to fifth applicants preventing in any manner either directly or indirectly the applicants exercising any and all rights conferred under the Memorandum of understanding and Power of Attorney dated 11th November, 1994. This Court passed an order on 16th May, 1995 allowing O.A. No. 183 of 1995 making the order of ad-interim injunction absolute in the above terms. Pursuant to the said order, the petitioners forwarded the Power of Attorney which had been given in their favour by the first defendant for being duly registered so as to enable the petitioners to act on the same and as contemplated by the order of injunction. The Power of Attorney was returned under the cover of letter dated 8th July, 1995 by the first respondent refusing to register the Power of Attorney on the basis as if it was violative of Articles of the first respondent. On the pleadings and arguments made by the first respondent to the effect that the Power of Attorney and Memorandum of Understanding were tainted with illegality, the interim injunction was granted. The action of the first respondent in refusing to Register the Power of Attorney to enable the petitioners to act thereon shows scant respect for the order of this Court and is contemptuous in nature. By their stand, the first respondent has shown that they do not intend to honour respect or act on the order passed by this Court and wilfully intend to disobey the same. The second respondent who is the officer in the Secretarial Section, who is the signatory of this letter, has acted in such wholly contemptuous manner purportedly on behalf of the first respondent. The Board of Directors of the first respondent would also be guilty of contempt. Pending further enquiry by this Court, the petitioners have not impleading them. They crave leave that at a later stage, they may initiate suitable contempt proceedings against such persons also. Hence, the application against the respondents 1 and 2.
2. The first respondent even though represented by the learned advocate Mr. Harikrishnan, on behalf of M/s. Kamalanathan and two others, has not filed any counter.
3. The second respondent in his counter-affidavit contends briefly as follows: Everyone connected with the Bank including the second respondent hold this Court in high esteem and they do not at any point of time entertain any idea of disobeying on showing disrespect to the orders of this Court. If there had been any lapse on their part to give effect to the orders of this Court, the same had occasioned on account of the mistake. The second respondent sincerely apologies both on behalf of the Bank and on his own behalf for any lapse that must have occasioned. The Bank received the notice of application in O.A. No. 183 of 1995 filed by as many as five persons who are the plaintiffs. The prayer in the said application is for an order of interim injunction restraining the respondents viz., Nagarajan and the Bank from in any manner acting on Mr. Nagarajan’s letter dated 16.1.1995 and preventing the applicants either directly or indirectly from exercising their rights under the aforesaid Memorandrum of Understanding and the Power of Attorney dated 11.11.1994, pending disposal of the suit. This Court was pleased to grant interim injunction as prayed for by its order dated 16.5.1995, in O.A. No. 183 of 1995. The Bank received a letter dated 29.5.1995 from the first plaintiff requesting to register the Power of Attorney dated 11.11.1994executed by Mr. Nagarajan. Under Art.85 of the Articles of Association of the Bank, it is provided that a person holding a General Power of Attorney from a share holder shall be entitled to attend and vote in respect of the shares of the principal to the same extent and in the same manner as his Principal could vote and that such General Power of Attorney shall be duly registered and a true copy thereof, shall be left with that Bank. Art.86 provides the manner in which the proxy or a Power of Attorney should be deposited with the Bank before the time appointed for holding the meeting. The second respondent had a doubt whether the Power of Attorney lodged by the first plaintiff satisfies the requirement of Articles 85 and 86, under the bona fide impression that the Power of Attorney should be registered in accordance with the Registration Act and it could only ensure the purpose of voting alone and would arise only in case of the Bank proposing to hold a meeting of its members. The second respondent therefore referred the matter to the opinion of the Bank’s Counsel at Tuticorin. The said counsel gave a written opinion that the Power of Attorney lodged with the Bank did not satisfy the above requirements of Article 85 of the Articles of Association of the Bank and that the order of this Court did not in any manner direct that the Power of Attorney should be recognised irrespective of the provisions contained in the Articles., On the basis of the said opinion given by the Legal Adviser of the Bank, the Power of Attorney was returned by the second respondent along with a letter of the Bank dated 8.7.1995 to the first plaintiff. The contempt applications was filed on 4.9.1995. An appeal was preferred against the order of this Court by a single Judge in O.S.A. No. 246 of 1995. The appellate Judges of this Court have passed orders in O.S.A. No. 246 of 1995 after hearing both sides. The Bank further required clarification in the said matter. A petition for review has been filed in C.M.P. No. 81 of 1995 and the matter is yet to be taken up for consideration by the Hon’ble Judges. This contempt application has been filed under Section 12 of the Act. The said provision cannot bee made applicable in the instant case. The second respondent can act bona fide under the legal advise and had no intention whatsoever to disobey the orders of this Court. The second respondent prays that he may be exonerated from the accusation of having committed an offence of Contempt of Court.
4. When this matter was taken up for enquiry, the learned Counsel appearing for the petitioner has argued that this Court while passing the order making the interim injunction absolute in O.A. No. 183 of 1995 has considered the pleadings and arguments raised by the respondents with regard to the stand taken by the first respondent, that the Power of Attorney and Memorandum of Understanding were tainted with illegality and has passed the order. The learned Counsel has drawn the attention of this Court to the observation made by this Court in the order passed in O.A. No. 183 of 1995 on 16.5.1995 which is as follows: “Therefore the shareholders’ right to participate in the meeting of the shareholders will be deprived to the plaintiff if the injunction is not granted. The non-registration of the name of the plaintiff not being in accordance with the Articles of Association, there appears to be no impediment on the second defendant to permit the applicant to act in accordance with the Power of Attorney and Memorandum of Understanding given by the first defendant in favour of the plaintiffs 3 to 5.” After bringing the above observation of this Court to the notice of this Court, the learned Counsel appearing for the applicants would argue that this Court has held that there appears to be no impediment on the second defendant to permit the applicants in act in accordance with the Power of Attorney, and Memorandum of Understanding, the respondents have returned the Power of Attorney sent to the first respondent and it is a gross violation of the Order passed by this Court and therefore it must be held that they have committed contempt.
5. The learned Counsel appearing for the second respondent Mr. Harikrishnan would argue that there is no direction by this Court in the order of this Court in O.A. No. 183 of 1995 to the first respondent to Register the Power of Attorney and if the second respondent who is the Officer of the Secretariat Department, entertained a doubt as to whether it could be registered and returned it on the basis of the legal opinion given to the Bank by the Bank’s Advocate, as follows: “Inasmuch as the aforesaid order does not direct you to recognise the power regardless of your Articles I am of the view that the power of attorney cannot be recognised since the same is not registered with the Registrar of Assurances”, the return of the Power of Attorney by Bank through its Officer would not amount to any violation of the order of this Court and it cannot be considered as an act of contempt. The learned Counsel has further argued that there is no Post of Secretary in the first respondent Bank and the Contempt petition has been filed against the Bank represented by its Secretary and it is against a non-existing person and therefore, the contempt application would not lie against the first respondent. The learned Counsel appearing for the applicants would contend that it is true that the first respondent is stated the Tamil Nadu Mercantile Bank Ltd., represented by its Secretary, but, that cannot be a ground to dismiss the contempt application since in the contempt petition itself, the petitioner has prayed leave of this Court to initiate suitable contempt proceedings against the Board of Directors of the first respondent who would be guilty of contempt at a later stage, and therefore it is a fit case in which suo motu action should be taken by this Court against those who have violated the order of this Court. The learned Counsel appearing for the applicants has also drawn the attention of this Court to the fact that the counter to O.A. No. 183 of 1995 has been filed by the Chairman of the Bank even though the said application was also filed against the Bank represented by its Secretary and that the Xerox copy of the legal opinion filed by the respondent would show that there is a rubber stamp of the Tamil Nadu Mercantile Bank Limited. Chairman Secretariate, 15th June, 1995. Tuticorin Head Office and the said legal advise was also addressed to the Tamil Nadu Mercantile Bank Limited and it shows that the respondents only wants to wriggle out of the situation, they are facing by stating that there is no Secretary for the Tamil Nadu Mercantile Bank Limited and suo motu action should necessarily be taken not only against the Board of Directors against whom leave has been sought to initiate proceedings at a later stage, but also, against the Chairman of the Bank without whose knowledge the second respondent would not have acted in the manner he has acted.
6. I have considered the rival contentions of both sides with due care and attention. Clauses 4 and 5 of Section 12 of the Contempt of Courts Act and also the explanation to them depicted the liability of a Director of Company for contempt in certain circumstances. In the text book of “Contempt of Court” Fifth Edition by Mr. V.G. Ramachandran at page 373, it is stated as follows:
Corporation are subject to punishment for contempt and officers, agents, and others who act for a Corporation and who knowingly violate or disobey an injunction against the Corporation are punishable for contempt even though the injunction is only against the Corporation.
This observation shows that just like individuals, Corporations and other companies are also liable to action of contempt. When the counter to the injunction application has been filed by the Chairman, even though the cause title to the said application shows that Bank has been shows as represented by its Secretary, it cannot be stated that the contempt application is filed against a wrong person. This is further strengthened by the rubber stamp on the Legal Advise given by an Advocate at Tuticorin to the bank which shows that there is a Secretariat for the Chairman of the Bank. It is only in pursuance of this Legal Advice, which was received by the Chairman’s Secretariat of the Bank, the second respondent states that he has returned the Power of Attorney sent by the first plaintiff to the Bank. The second respondent is only an Officer in the Secretarial Section of the Bank. According to the learned Advocate for the applicant, the second respondent could not have taken the decision to return the affidavit, on his own accord and he should have done it as per the instructions given to him. Returning the affidavit after receipt of legal advice in a matter pending in High Court cannot be a routine matter in the office to hold that the decision was taken by the second respondent himself. Therefore, I am also of opinion, that he is only a tool in the hands of some body else. The second respondent also has not tendered the apology unconditionally. The second respondent in his counter has justified the action done by him in returning the Power of Attorney. It is a recognised principle that an apology to purge a contempt should be sincere penitent and unqualified and acceptable inn the circumstances of the case. If the apology is a mere ruse to escape punishment, it cannot be accepted. Whether the contentions of the second respondent justify his action to establish that he has not committed an act of violation of the order of this Court, is a matter to be considered before accepting the apology tendered by him. As already observed by me, from the argument of the learned Counsel appearing for the applicant, it appears that the second respondent is only a tool in the hands of his superiors. I wish to recall the Tamil Proverb.
Therefore, whether the act of returning the Power of Attorney by the second respondent in pursuance of the legal advise given by Mr. Joseph Senguttuvan, Advocate of Tuticorin would amount to a violation of the order passed by this Court and whether it was an intentional disobedience of the orders of this Court and whether second respondent has returned the Power of Attorney on his own accord after receipt of legal advice or whether he has returned it as per directions given to him by somebody else has to be enquired in detail. For such an enquiry, it is expedient that the Higher Officials of the second respondent are also before court to offer their explanation with regard to the charge of intentional violation and disobedience of the order passed by this Court on 16.5.1995 on behalf of the Bank as mentioned in the contempt application is necessary. Therefore, I am of opinion that this is a fit case in which, suo motu notice of contempt has to be necessarily issued to the Chairman of the Bank and also the Board of Directors and other Higher Officials like General Manager of the Bank if any to appear before this Court and offer their explanation to the charge made in this application. No finding is given at present as to whether the respondents 1 and 2 have intentionally violated the order of this Court and thereby liable to be punished for having committed contempt of this Court.
Nadu Mercantile Bank to appear before this Court on 29th January, 1996. The second respondent is directed to give the particulars of his Superior Officers any of, like the General Manager, to the Registry on or before 29th December, 1995 to enable the Registry to issue notice to them also for their appearance on 29th January, 1996.
7. In the result, no finding is given at present as to whitener the respondents 1 and 2 have intentionally violated the order of this Court and thereby liable to be punished for having committed contempt of this Court. This Registry is directed to issue notice to the Chairman and the Board of Directors of the Tamil Nadu Mercantile Bank to appear before this Court on 29th January, 1996. The second respondent is directed to give the particulars of his Higher Officials like General Manager if any to the Registry on or before 29th December, 1995 to enable the Registry to issue notice to them also for their appearance on 29th January, 1996. This contempt application will be taken up for enquiry subsequent to the persons to whom suo motu notice is issued for their appearance on 29.1.1996.