Executable consent terms and undertakings cannot be enforced through contempt when execution is the proper remedy.

Consent terms and an undertaking incorporated into a company court order are enforceable as a decree under Section 634 of the Companies Act, 1956, so the proper remedy is execution under the Civil Procedure Code. Contempt jurisdiction cannot be used as a substitute for execution where the order is executable. Breach of the undertaking is not established unless the contingency activating personal liability is shown to have occurred. The arrangement also preserved the right to revive the petition if the terms were not implemented, reinforcing that enforcement must follow the decree-like process rather than contempt.

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Issues: Whether contempt proceedings were maintainable for alleged breach of the consent terms and undertaking, and whether the petitioner was required to pursue execution of the company court order instead.

Analysis: The consent terms and undertaking formed part of an order of the company court and were enforceable in the same manner as a decree under Section 634 of the Companies Act, 1956. The remedy, therefore, lay in execution under the Civil Procedure Code. Contempt proceedings are not intended to replace the execution process. On the alleged breach of undertaking, there was no material to show that the company had failed to discharge its liability for the reasons contemplated by the undertaking, and the contingency making the personal liability operative was not established. The arrangement through consent terms also preserved the right to revive the petition if the terms were not implemented.

Conclusion: The contempt petition was not maintainable and no case for civil contempt was made out.

Ratio Decidendi: Where a court order embodying consent terms is executable as a decree, contempt jurisdiction cannot be invoked as a substitute for execution, and breach of an undertaking is not made out unless the contingency activating the undertaking is shown to have occurred.

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