S. Ravindra Bhat, J.:—

1. The appellants challenge an order of the learned Single Judge dated 24.09.2012 in a contempt proceeding, i.e. CCP 230/2012; the order directed them to deposit US$ 1.5 million in Indian Rupee equivalent, at the prevailing rate when the scheme for amalgamation was approved by a learned Company Judge of this Court, within six weeks.

2. The brief facts are that the third appellant (hereafter called ‘RLB’) is the transferee company in terms of a Scheme of Amalgamation (“the Scheme’) finally sanctioned by the Company Judge (a learned Single Judge of this Court) on 29.03.2011. The scheme was approved with effect from the appointed day, i.e. 01.07.2010. In terms of the same, RLB became owner of the undertaking of M/s Turner Asia Pacific Ventures Incorporated, i.e. the respondent (also the contempt petitioner; hereafter referred to as ‘the petitioner company”). The appeal has annexed a copy of the approved Scheme between the Transferor company and RLB. The respondent approached this Court in a Civil Contempt proceedings complaining of deliberate and willful violation of the Court’s order dated 29.03.2011. The respondent’s argued that an amount of US$ 1.5 million was payable to it in terms of Clause 4 of the scheme of amalgamation and despite lapse of considerable time, that condition had not been complied with, deliberately. By the impugned order, a learned Single Judge noticed the contentions of the parties as well as Clause 11.1 (of the scheme of amalgamation) – under which amount of US$ 1.5 million was to be paid to the respondent. The impugned order also took note of the submission on behalf of the alleged contemnors, i.e. present appellants, and issued directions which are impugned in the present case.

3. The relevant extracts of the discussion by the learned Single Judge and the impugned directions are in the following terms:

“Mr. Nayar, learned senior counsel, on instructions, submits that respondent no.4 may be deleted from the array of parties.

The said statement is taken on record. Respondent no.4 is deleted from the array of parties.

Mr. Nayar, learned senior counsel, referred me to the order dated 29.03.2011 passed by this court in Company Petition No.20/2011 alongwith Company Application No.220/2010.

Mr. Nayar, submits that in terms of clause 11.1 of the scheme of amalgamation, the respondents were required to pay a sum of US $ 1.5 Million to the petitioner in consideration of cancellation of 10,000 equity shares of a face value of Rs.10/- each held in the petitioner’s company.

Mr. Nayar also has drawn my attention to paragraphs 6 and 18 of the compliance affidavit filed by the respondent, wherein the following averments have been made:-

“..the respondents have not paid the amounts as they await approval from the concerned authorities….”

“…..It is admitted that the Court had directed that an amount of USD 1,500,000 be paid to the petitioner towards cancellation of 10,000 equity shares and all the preferential shares held by the petitioner in the said company. It is reiterated that the respondents have not been able to pay in view of the circumstances stated above which are not repeated for the sake of brevity and the same may be read as part and parcel of the reply to the answering para….”

On the other hand, Mr. Swaminadhan submitted that apart from the fact that money has not been remitted to the petitioner since the necessary approval from RBI has not come through, the other reason which dissuaded the respondents was the discovery of the fact that the petitioners had failed to comply with their reciprocal obligations under the scheme, which includes their obligation to supply codes of the set up boxes and transmission equipment. Mr. Swaminadhan says that this deliberate inaction on the part of the petitioners has resulted in a situation where the respondents today are left with a company which is quite useless for its purposes.

Mr. Swaminadhan further submits that the company is a loss making comp