Contempt proceedings stayed pending Company Judge decision, emphasizing expeditious resolution.

The Court held that the contempt proceedings were premature as the Company Judge was already seized of the matter regarding non-compliance with the Scheme of Amalgamation. The appellants were directed to await the decision in the Company Judge's case before proceeding with the contempt proceedings. The operation of the order for depositing US$ 1.5 million was stayed pending the Company Judge's decision, emphasizing the need for expeditious resolution within three months. The Court reserved all rights and contentions of the parties and disposed of the appeal accordingly.

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Issues Involved:
1. Non-payment of US$ 1.5 million as per the Scheme of Amalgamation.
2. Reciprocal obligations under the Scheme of Amalgamation.
3. Jurisdiction and appropriateness of contempt proceedings.

Summary:

Non-payment of US$ 1.5 million as per the Scheme of Amalgamation:
The appellants challenged an order directing them to deposit US$ 1.5 million in Indian Rupee equivalent within six weeks. The third appellant, RLB, was the transferee company in a Scheme of Amalgamation sanctioned on 29.03.2011. The respondent, Turner Asia Pacific Ventures Incorporated, claimed that the appellants willfully violated the Court's order by not paying the amount stipulated in Clause 11.1 of the scheme. The learned Single Judge noted the appellants' failure to comply with the payment obligation and directed the deposit of the amount in court.

Reciprocal obligations under the Scheme of Amalgamation:
The appellants argued that the payment obligation was contingent upon the fulfillment of reciprocal obligations by the respondent, including the supply of set-top boxes and transmission equipment. They contended that the respondent's non-compliance rendered the company useless for their purposes. The learned Single Judge dismissed these assertions, stating that the appellants should have sought appropriate legal remedies for the alleged non-compliance. The appellants had not taken any demonstrable steps to address their purported inability to pay.

Jurisdiction and appropriateness of contempt proceedings:
The appellants contended that the issue of non-payment required a full enquiry into the inter-se obligations of the parties, which could not be adjudicated in contempt jurisdiction. They had moved an application u/s 392 of the Companies Act before the Company Judge, alleging the respondent's non-compliance with the Scheme. The respondent's counsel argued that the appellants did not dispute their liability and the impugned order merely directed the deposit of the amount in court, subject to final orders in the contempt proceedings.

Court's Decision:
The Court observed that the contempt proceedings were initiated without hearing the appellants and the impugned order was made on the second date of hearing. The Court noted that the appellants had approached the Company Judge for directions u/s 392, alleging the respondent's non-compliance. It would be inappropriate for the Court to determine whether the respondent fulfilled its obligations, as the Company Judge was already seized of the matter. Consequently, the Court directed:

1. The operation of the impugned order dated 24.09.2012 shall be kept in abeyance pending the decision of the Company Judge in C.A. 2076/2012.
2. The Company Judge is requested to hear and dispose of the application expeditiously, preferably within three months.
3. The parties are directed to approach the learned Single Judge in the contempt proceeding immediately after the decision in C.A. 2076/2012.

The learned Single Judge shall then make appropriate orders based on the Company Judge's decision. All rights and contentions of the parties are reserved, and the appeal is disposed of accordingly.

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