NITET ALVA Vs. TURNER ASIA PACIFIC VENTURES INC

JUDGEMENT

(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: