TAPABRATA CHAKRABORTY J. - (1.) Both the contempt applications have been preferred alleging violation of an order dated 21st September, 2005 passed by the Hon'ble Division Bench of this Court in APO No.460 of 2003 and ACO No.36 of 2005. The first contempt application being C.C. No.60 of 2008 has been preferred by Williamson Magor & Company Limited and Associated Concerns' Officers Association (hereinafter referred to as the said Association) and the second contempt application being C.C. No.94 of 2006 has been preferred by twenty six members of the said Association.
(2.) The history of the legal battle among the parties needs to be described shortly in order to appreciate the background of the contempt applications. Williamson Magor & Company Limited (hereinafter referred to as WML) got amalgamated with Macneil & Barry Limited (hereinafter referred to as MBL) under Section 291 of the Companies Act with effect from 1st January, 1974 and the assets and liabilities of WML got vested to MBL. Subsequently, an application was filed before this Court under Section 391(1) read with section 394 of the Companies Act, 1956 for a scheme of arrangement by WML and Macneil Engineering Limited (hereinafter referred to as MEL), a company incorporated under the Companies Act , 1956 which started functioning from April, 1991. In the said application an order was passed on March 4, 1991 transferring the Material Handling Equipment Division and the Electrical Division of WML to MEL. Initially, the said Association opposed the scheme, however, ultimately the matter was settled on the basis of a tripartite agreement dated September 10, 1990 wherein it was expressly indicated that all existing permanent management staff of Material Handling Equipment Division and Electrical Division shall be transferred to MEL without interruption in service and on their existing terms and conditions of service. On 4th March, 1991 the said scheme was sanctioned by the Company Court. Subsequent thereto, the said Association filed an application for appropriate order as MEL was not in a position to pay pension and as such a direction was sought for upon WML to arrange for payment on the basis of guarantee given by WML at the time of sanctioning of the said scheme. On April 9, 2003 the Company Court passed an order to the effect that MEL was to pay pension to the members of Association and in case the cheque is dishonoured within 30 days, WML will arrange payment and MEL was to create a fund within 6 months from the date of order. As MEL failed to arrange the payment, WML paid certain amount but the same was not regular and as such an application for modification was moved seeking direction upon WML to make such payment of pension. MEL also filed an application for recalling of the said order but by an order dated 15th July, 2003 leave was granted to approach the Appeal Court as in the midst thereof an appeal was preferred against the earlier order dated 9th April, 2003. In the appeal the only question which arose for consideration was as to whether WML was under any obligation to make any payment of pension in the event of failure on the part of MEL to contribute to superannuation fund after creation of the same on 18th April, 1999. The said appeal was disposed of by the order dated 21st September, 2005. As no order was passed in the modification application, the said Association challenged the orders dated 9th April, 2003 and 15th July, 2003 and the said appeals were disposed of by the order dated 21st September, 2005 observing, inter alia, that it is the duty of MEL to make payment of pension to the members of the said Association and MEL was directed to take steps in the matter accordingly.
(3.) Mr. Chatterjee, learned advocate appearing for Pradip Churiwal (Contemnor no.2 in C.C.No.60 of 2008 and Contemnor no.4 in C.C.No.94 of 2006), Anita Churiwal (Contemnor no.11 in C.C.No.60 of 2008 and Contemnor no.10 in C.C.No.94 of 2006), Gourab Churiwal (Contemnor no.4 in C.C.No.60 of 2008) and Bijay Sharma (Contemnor no.5 in C.C.No.94 of 2006 & C.C.No.60 of 2008) submits that the directions issued by the Court have been complied with and the pension amount has been disbursed in favour of the members of the said Association. Whatever was to be legally done has been so done and such action of the alleged contemnors is neither contemptuous nor disrespectful.;