2012 (10) TMI 346 - HC - Companies Law

Contempt of court - Winding up petition against the respondent company - sale by respondent company without the permission of this Court - respondent s contention that sale transactions were not intentional but to clear off the liability of the respondent No.4. - Held that - Order dated 15.9.2006 gave a clear mandate to the respondent no.4 to seek permission of the court before entering into any sale transaction but the respondents no.1 to 4 in utter disregard and blatant defiance of the said injunction order kept on selling its lands to various buyers. Undoubtedly, the respondents no. 1 to 4 could have approached this court to seek leave for the sale of its properties if at all the respondents no. 1 to 4 felt the necessity of paying off their financial liabilities towards various creditors, but in any case, these respondents could not have sold their properties in violation of the said stay order granted by this court. The respondents no. 1 to 4 by selling the said properties have clearly disobeyed the said injunction order dated 15.9.2006 passed by this court and therefore, the respondent no.4 and its Directors are held guilty of committing contempt of this court. Since the principal amount was paid by the respondent in various instalments, therefore, so as to ascertain what exact amount would be payable by the respondent, so far the pendente lite interest is concerned, that requires proper calculation. Before this court is called upon to take further decision to award sentence against the respondents no. 1 to 3, it is deemed appropriate and in the interest of justice to offer an opportunity to the respondents no. 1 to 4 to pay amount of the interest i.e. pre-suit amount @18% p.a which would be on the principal amount of Rs. 5,75,00,000/- and the interest @6% p.a. on the principal amount as is found outstanding based on the aforesaid discussion, after giving an adjustment of the payments made by the petitioner through the said 16 cheques - Direction to clear off the entire outstanding dues within a period of three months from the date of this order and necessary orders on the sentence as well as on the fate of Sale Deeds which were executed after the passing of the interim order shall be passed by this court after completion of three months period.

Summary

Issues Involved:
1. Violation of interim order dated 15.9.2006.
2. Adjustment of payment against interest or principal amount.
3. Locus standi of the petitioner after amalgamation.
4. Maintainability of contempt petitions on the ground of limitation.

Issue-wise Detailed Analysis:

1. Violation of Interim Order Dated 15.9.2006:
The petitioner alleged that the respondent company and its directors violated an interim order dated 15.9.2006, which restrained them from disposing of or parting with any immovable property without the court's permission. The petitioner claimed that the respondents sold several properties despite this order. The court noted that the respondents were aware of the order and sold properties without seeking permission, thus committing willful and deliberate disobedience. The court held the respondent company and its directors guilty of contempt for violating the injunction order.

2. Adjustment of Payment Against Interest or Principal Amount:
The petitioner argued that the payment of Rs. 5.75 crores by the respondents should be adjusted against the interest amount first, citing legal precedent. The court agreed that typically, payments are first adjusted against interest unless there is an agreement to the contrary. However, the court found evidence of an understanding between the parties that the payment was towards the principal amount, as the amount paid matched the principal sum claimed. The court ruled that the respondents must pay interest at 18% per annum for the pre-suit period and 6% per annum for the pendente lite and future interest.

3. Locus Standi of the Petitioner After Amalgamation:
The respondents contended that the petitioner lacked locus standi to file the contempt petitions due to its amalgamation with another company. The court dismissed this argument, noting that the petitions were filed before the amalgamation and that the petitioner had moved to bring the change in legal entity on record. The court held that the petitioner's locus standi could not be challenged on technical grounds.

4. Maintainability of Contempt Petitions on the Ground of Limitation:
The respondents argued that the contempt petitions were not maintainable as they were filed more than a year after the interim order. The court clarified that the limitation period should be reckoned from the date the petitioner became aware of the contemptuous acts, not from the date of the interim order. The court found that the petitions were filed within a year of the execution of the sale deeds and could also exercise its power of contempt under Article 215 of the Constitution, making the limitation period irrelevant.

Conclusion:
The court found the respondents guilty of contempt for willfully disobeying the interim order and directed them to clear their outstanding dues within three months. The court reserved the decision on the sentence and the validity of the sale deeds until the next hearing. The respondents were ordered to be present in court on the next date.