Important Point – Contempt is a matter between court and alleged Contemnor and is not affected in any manner by rights and obligations of parties to litigation inter se.

1. The petitioner has approached this court with an allegation against the respondents that the respondents are guilty of having willfully disobeyed a direction contained in an order dated 21.10.2013 (copy whereof is at Exhibit-A to the petition), passed in Company Application (L) No.70 of 2013 in Company Appeal No.15 of 2013 (the said order). The portion of the order which the respondents are alleged to have willfully disobeyed is in paragraph-18 and it reads as under :-

“..........Furthermore the amount of 12% on Rs.67.5 crores under the agreement needs to be paid. The same shall be paid within three weeks from today..........”

2. Admittedly this direction has not been complied with. Moreover, it is not the case of any of the respondents that they could not comply with despite efforts. It is the case of the respondents that they were not bound to comply with the said order.

3. The respondent nos.1 to 3 have been represented by Shri Sancheti i/by M/s.Legasis partners and respondent no.4 was represented by Shri Ankit Lohia i/by Argus Partners.

4. At the outset it should be mentioned that no formal order of admitting the petition or court notice to the alleged Contemnors was issued. I asked a specific question to the counsel appearing for the respondents and they stated that they have instructions to waive such a notice and they would proceed on the basis that they have been served and the petition can be disposed of at the admission stage itself. I also said then in that case they should not later raise the defence that they were not given a formal notice or contempt petition was not served personally on the respondent. I was told such a defence will not be taken.

5 The angle of attack of the petitioner was primarily directed against respondent no.3.

6. The stand of the respondent nos.1 to 3 are in 5 parts, as under :-

A(i) - Interim Order dated 21st October, 2013 has not been continued in the final Order dated 12th / 20th August, 2014;

A(ii) - It is well settled that once a final order is passed, the Interim Order merges into the final Order and the Interim Order (including all directions thereunder) automatically cease to operate;

A(iii) - Contempt Petition for an interim order is not maintainable once the interim order has ceased to exist / have any force in law;

A(iv) - Ratio in Bagasarwalla has no application to the facts of the present case. It applies to a case where contempt petition was filed when, “order is in force” had been breached;

A(v) - The Petitioners contention that Order dated 21st October, 2013 did not merge into the final Order dated 12th / 20th August, 2014 is contrary to settled law, as well as plain language of orders dated 12th / 20thAugust 2014;

B(i) - Direction in paragraph 18 of the order dated October 21, 2013 is at best against Supermax Personal Care Private Limited (“SPCPL”) and not against Respondent Nos. 1 to 3;

B(ii) - In the absence of SPCPL, no finding of breach of order (much less contempt) can be rendered. Hence, contempt proceedings not maintainable;

B(iii) - The Petitioners have failed to prove the contempt under provisions of Contempt of Courts Act, 1971 includings Section 12(4) and 12 (5);

B(iv) - The allegation / charge of contempt cannot be framed on the basis of the order dated October 21, 2013; moreover though the order dated December 9, 2013 is annexed to the petition, the charge for contempt as set out in Prayer A makes no reference to the said order;

B(v) - Paragraph 21 of the Order dated October 21, 2013 does not give any direction to Respondent No. 3;

C(i) - In a Contempt Petition a specific charge must be framed and the Contemnor must be given notice of that charge;

C(ii) - It is settled law that if interpretation of the Order (in relation to which contempt is alleged) is an issue, Contempt Petition is not maintainable;

D - The Petitioner cannot rely on the documents, not annexed to the Contempt Petition to support its submission;

E - Contempt proceedings cannot be invoked and is not i