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2020 (7) TMI 536 - HC - Companies LawMaintainability of Contempt Petition - issuance of injunction orders - HELD THAT - Any of the actions initiated either by ROC or SFIO were for the business of Infra Realty being carried on in fraud of its creditors, or otherwise for fraudulent or unlawful purpose and taking note thereof, the learned Single Judge noted that there were serious allegations against the petitioner Company i.e. Infra Realty. Not even an iota of substance emerges from the record to say that any act of the respondent Nos.1 to 3 invites any order prayed for. The judgments relied upon by the petitioners are of no avail. It would suffice to say, the initiation of contempt proceedings depends on the facts and circumstances of a given case and that, it is to be exercised in the discretion of the court where required, founded on the well established principles of law - There is no doubt in the mind of the court that the instant petition-preferred by Healthcare and one of its Directors is a calculative attempt to involve the respondent No.1 to 3 in unnecessary litigation in an overt attempt to overawe them in discharge of their statutory obligations and thereby, draw an undue advantage. Contempt petition dismissed with costs.
Issues Involved:
1. Allegations of willful disobedience/violation of court orders. 2. Applicability of court orders to group companies. 3. Legality of summons issued under the Companies Act, 2013. 4. Maintainability of the contempt petition by a non-party to the original proceedings. 5. Costs and penalties for filing vexatious litigation. Detailed Analysis: 1. Allegations of Willful Disobedience/Violation of Court Orders: The contempt petition was filed by Healthcare and one of its Directors, alleging willful disobedience and violation of the orders passed by the Division Bench in LPA 189/2019 on 18.03.2019 and 10.04.2019. The petitioners contended that the investigations initiated by SFIO under the Companies Act, 2013, were in contempt of the orders which directed that any inquiry should be conducted strictly under the provisions of the Companies Act, 1956. 2. Applicability of Court Orders to Group Companies: Healthcare argued that the orders dated 18.03.2019 and 10.04.2019 should not be restricted to Infra Realty alone but should apply to all group companies of Alchemist. They supported this by referring to the summons issued by SFIO to various Alchemist group companies. However, the court noted that the orders pertained specifically to Infra Realty and did not extend to other group companies. The court emphasized that the orders did not suggest any bearing on the pro forma respondents, which were included in the LPA without leave of the court. 3. Legality of Summons Issued Under the Companies Act, 2013: The petitioners challenged the legality of the summons dated 13.06.2019 issued by SFIO under the Companies Act, 2013, arguing that any investigation should be conducted under the Act of 1956. The court, however, found that the issuance of summons does not imply coercive steps and that the restraint order was limited to preventing coercive actions, not the issuance of summons. 4. Maintainability of the Contempt Petition by a Non-Party to the Original Proceedings: The court questioned whether Healthcare, incorporated on 29.01.2016 and not a party to the original writ petitions or LPA, could maintain the contempt petition. The court concluded that Healthcare could not seek injunction orders merely on the premise of being a group company of Alchemist. The court noted that the original proceedings and orders were specific to Infra Realty, and Healthcare was not even a pro forma respondent in the LPA. 5. Costs and Penalties for Filing Vexatious Litigation: The court found the contempt petition to be a calculative attempt to involve the respondents in unnecessary litigation and overawe them in discharging their statutory obligations. The court dismissed the contempt petition along with the application for amendment, imposing costs of ?5,00,000/- on the petitioners. The costs were to be split equally between the Delhi High Court Advocates Welfare Trust and the PM CARES Fund, to be deposited within four weeks. Failure to deposit the costs would result in the matter being listed before the court again. Conclusion: The court dismissed the contempt petition and the application for amendment, finding no merit in the allegations of contempt. The court emphasized that the orders in question applied specifically to Infra Realty and did not extend to other group companies. The petitioners were penalized for filing vexatious litigation, with costs imposed to deter such conduct in the future.
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