- (1.) The petitioner has approached this Court with a prayer for declaring the appointment of Respondents 2, 4 & 5 as directors in Respondent 1 Company and also declare the filing of Form DIR12 as illegal null and void. Respondent 1 Company was incorporated on 30.01.1995 and the petitioners purchased land situated at Palwal Sohna Road, Village Dhatir, Tehsil Palwal, District Faridabad in the name of Respondent 1 Company. Respondent No. 2 expresses his desire to acquire Respondent 1 Company from the petitioner along with the land for a price of Rs. 5.75 crores. Eventually the petitioner agreed and three post dated cheques were issued which were dated 19.04.2016, 28.04.2016 and 30.04.2016 for a sum of Rs. 95,97,000/-, 2,39,51,500/- and 2,39,51,500/- respectively. When the petitioner came up for hearing on 22.08.2016 we passed the consent order: "(a) That status quo with regard to the shareholding pattern of Respondent No. 1 company to be maintained and no Board Meeting or the meeting of the shareholders of Respondent No. 1 company shall be held without prior permission of this Tribunal. (b) That Respondents No. 2, 4 & 5 of Respondent No. 1 company are restrained from creating any encumbrances on the property belonging to Respondent No. 1 company in any form whatsoever i.e. selling, renting, transferring, alienating or disposing of or creating any third party rights on the assets of Respondent No. 1 company. (c) The respondents shall not file any form or e-load any other form on the portal of Registrar of Companies. 3. This consensus order shall operate till the next date of hearing. Ld. Counsel for R2, R4 & R5 shall obtain instructions with regard to payment of the amount of Rs. 5.75 Crores, along with interest as agreed."
(2.) On 30.08.2016, Respondent 2 filed an affidavit with an undertaking to pay the petitioner a sum of Rs. 5.75 crores with interest with a period from 27.09.2016 to 11.10.2016. As a matter of fact a period of four weeks was granted and undertaking to that effect was recorded making it clear that in case of failure the proceeding under Contempt of Courts Act shall be initiated. As the payment was not made after a lapse of four weeks we issued a show cause for initiating the proceeding for contempt. As no show cause has been filed we issued bailable warrant against Aditya Pratap Singh Respondent 2 for 07.10.2016. Mr. Aditya Pratap Singh appeared in person along with his counsel on 07.10.2016 and requested for one week time to file reply to the show cause by giving all the necessary details. Accordingly on 24.10.2016 we passed the following order:- "Learned counsel for the respondents has stated in categorical terms that they have not been able to arrange funds, which is contrary to the statements and undertakings given to this Court on 30.8.2016. On that date, an undertaking was filed, supported with an affidavit, to pay a sum of Rs. 5,75,00,000/- to the petitioner, with interest. Thereafter, notice of contempt was issued which was duly served and the matter was taken up on 05.10.2016 when Bailable Warrants were issued against Respondent No. 2. The Bailable Warrants were served and Respondent No. 2 appeared in person on 07.10.2016. A request was made by him for a week s time to file reply to Show Cause Notice by giving all the necessary details. The aforesaid affidavit has not seen the light of the day and learned counsel for the respondents states that they are not in a position to pay the amount of Rs. 5,75,00,000/- plus interest as per the undertaking given in the affidavit dated 30.8.2016. 2. In view of the above, we find that Respondent No. 2 is prima facie guilty of contempt and liable to be punished in accordance with the Contempt of Court Act, 1971. We further direct that interim order dated 22.8.2016 is made absolute and shall be observed by respondents in letter and spirit. Any further violation would result in fresh notice for contempt. 3. Despite specific directions, Respondent No. 2 is not present in person. He is directed to remain present on the next date of hearing and be prepared to address arguments on the punishment part. 4. We make it further clear that no meeting of the Board of Directors shall take place without specific permission obtained from this Court. The Respondents are also restrained from holding themselves out as directors of Respondent No. 1 company."
(3.) At the hearing today Respondent 2 Mr. Aditya Pratap Singh is present in person along with his counsel. We have repeatedly asked him whether he wished to file any reply to the notice to show cause. However, neither the Respondent 2 nor his counsel has shown any inclination to file the reply to the show cause notice. None of them has been able to address us on the question as to why we should not record the finding that Mr. Aditya Pratap Singh has breached the undertaking given to this Court in his affidavit dated 30.08.2016. In the affidavit Respondent 2 Mr. Aditya Pratap Singh, S/o Prabhat Singh, aged about 24 years, resident of B-1/304, First Floor, Janakpuri, New Delhi -110058 has undertaken to pay to the petitioner a sum of Rs. 5,75,00,000/- with interest as per the agreement of the parties and he had undertaken to pay within four to six weeks from that day. In the order dated 30.08.2016 the period of four weeks was mentioned on the request of the counsel for respondent 2. Despite the fact that the period of more than three months has passed Mr. Aditya Pratap Singh has not complied with undertaking given to this Court. On the contrary he absented from the Court despite the fact that he was on bail when he was produced in pursuance of bailable warrant. However only statement made by his learned counsel is that he is not in a position to pay the amount of Rs. 5.75 crores plus interest in accordance with the undertaking given in the affidavit dated 30.08.2016. There is thus intentional violation of the undertaking and the order passed by this Court on 30.08.2016. Therefore, Respondent 2 is guilty of contempt in terms of section 2B of the Contempt of Courts Act, 1971 as we find willful breach of an undertaking given to this Court.;