Anchor Point Developer Private Limited vs Pmt Machines Limited
- Court
- Bombay High Court
CNR No : HCBM020325472026
2026:BHC-OS:23210
cpcd(l)-32546-2026-JF.doc
Sayali
IN THE HIGH COURT OF JUDICATURE AT BOMBAY
ORDINARY ORIGINAL CIVIL JURISDICTION
IN ITS COMMERCIAL DIVISION
CONTEMPT PETITION (L) NO. 32546 OF 2026
IN
COMM. ARBITRATION APPLICATION NO. 560 OF 2026
ATUL
GANESH
KULKARNI
Anchor Point Developer Private Limited
… Petitioner
Digitally signed by
ATUL GANESH
KULKARNI
Date: 2026.10.27
12:11:16 +0530
Vs.
1. PMT Machines Limited
2. Rakhi Saurabh Bora
3. Sumit Sawhney
4. Tanish Sourabh Bora
5. Sebastian Antony Pallathussery
6. Dnyanesh Vishnu Darshane ... Respondents
Mr. Zal Andhyaruijina, Senior Advocate Mr. Karl
Tamboly, Mr. Chirag Kamdar, Ms. Jasmine Kachalia,
Ms. Serena Jethmalani, Mr. Sahil Singh, Ms. Shweta
Chopra, Mr. Roshan Mohod i/b Wadia Ghandy and Co.,
for Petitioner.
Mr. Girish Godbole Senior Advocate a/w Ms. Sneha
Jaisinsh, Mr. Navdeep Dahisa, Mr. Yash Arora,
Ms. Janvi Sakalkar i/b Bharucha Partners, for
Respondent Nos. 1 to 5.
CORAM : AMIT BORKAR, J.
RESERVED ON : OCTOBER 22, 2026
PRONOUNCED ON : OCTOBER 27, 2026
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JUDGMENT:
1. The question before the Court at this stage is whether the
material placed before the Court is enough to issue notice to the
Respondents under Rule 1035 of the Bombay High Court (Original
Side) Rules, 1980, for the alleged civil contempt. At this stage, the
Court is not deciding whether the Respondents are guilty and
should be punished. The Court has to see whether the order dated
23 April 2025 and the Consent Terms dated 26 December 2024
contain an undertaking given to this Court, whether the obligation
under that undertaking was clear, and whether there is enough
material to ask the Respondents to explain why they did not
comply with it. At the same time, the Court has to consider the
defence of the Respondents that the Consent Terms were not
authorised, were against the law, and that the dispute is about
contractual rights which should be decided in execution
proceedings.
2. The Petitioners say that Respondent No. 1 had agreed to sell
the properties mentioned in the Memoranda of Understanding
dated 28 June 2023 and 1 July 2023 for a total amount of Rs. 250
crores. The Consent Terms state that the Petitioner had paid Rs.
79.50 crores for this transaction. As Respondent No. 1 did not
complete the transaction, the Petitioners approached this Court by
filing Commercial Arbitration Petition (L) No. 436 of 2024 under
Section 9 of the Arbitration and Conciliation Act, 1996. After this,
the parties settled their dispute by executing the Consent Terms
dated 26 December 2024. The order passed by this Court on 23
April 2025 records the settlement between the parties. Paragraph 1
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of the order states:
“Learned Counsel for the parties jointly submit that all
disputes and differences between them covered by this
Petition stand settled in terms of the Consent Terms dated
December 26, 2024. A copy of the Consent Terms executed
by them is marked “X” for identification and taken on record.
Learned Counsel for the parties submit that nothing in the
Consent Terms is in conflict with any requirement in law.
Consequently, undertaking given in the Consent Terms shall
be considered as an undertaking given to this Court.”
3. Paragraph 2 of the order records that the Petition “is finally
disposed of in terms of the Consent Terms arrived at between the
parties.” Therefore, the order does not only say that the parties
have privately settled their dispute. It clearly says that the
undertakings given in the Consent Terms will be treated as
undertakings given to this Court. This part of the order is
important while deciding whether notice should be issued in the
present case.
4. Rule 1035(1) of the Bombay High Court (Original Side)
Rules, 1980, says that a contempt petition must be placed before
the Court for preliminary hearing to decide whether notice should
be issued. If the Court finds that a prima facie case is made out, it
may issue notice to the person against whom contempt is alleged.
If the Court finds that no such case is made out, it may dismiss the
Petition.
5. Therefore, before issuing notice, the Court has to look at the
material available before it. Just because a contempt petition is
filed, it does not mean that notice must be issued in every case.
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But at the same time, the Court is not required to finally decide the
guilt of the Respondents at this stage. The question is whether
there is enough material to ask them to explain the alleged breach.
6. The first submission of the Petitioners is that Respondent
No. 1 had clearly agreed to complete the sale within the time given
in the Consent Terms. For this purpose, the Petitioners rely upon
Clauses 5(a) and 5(b) of the Consent Terms. Clause 5(a) provides:
“The Respondent hereby agrees, acknowledges and reiterates
its obligations under the MOU and shall take all steps for
causing sale, transfer, assignment and conveyance of all
right, title and interest in the Property and Premises, free
and clear of all encumbrances, and hand over quiet, vacant,
peaceful and undisputed possession of the Property and
Premises to the Petitioner, including but not limited to
executing the definitive documents in relation to the sale,
conveyance, transfer of the Property and the Premises by
causing”
7. Clause 5(a)(iii) requires the execution, stamping and
registration of the necessary conveyance deeds and other
documents “within no later than September 30, 2025.”
8. Clause 5(b) states:
“The Respondent hereby agrees and covenants that it shall
consummate the sale of Property and Premises in terms of
the provisions of MOU as described in clause (a) above by
September 30, 2025, without any delay or demur
whatsoever.”
9. Clause 5(a)(v) separately says that physical possession of the
properties has to be handed over within one year from the date of
execution of the Consent Terms.
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10. On reading these clauses, it appears that the obligations of
Respondent No. 1 are stated clearly. Respondent No. 1 was
required to take all necessary steps for completing the sale and
executing the documents required for transferring the properties to
the Petitioners. The Consent Terms fixed a particular date for
completing the sale. The parties did not keep the date open for
deciding it later. The words “without any delay or demur
whatsoever” in Clause 5(b) show that the sale was expected to be
completed within the agreed time. The obligation to hand over
possession is separately mentioned. Therefore, the alleged failure
to complete the sale and the alleged failure to hand over
possession are two separate matters of non-compliance. The
Petitioners can rely upon both these obligations. However, whether
such failure was wilful and deliberate is a different question, which
will have to be decided from the material placed before the Court.
11. The Respondents say that Clause 5 only repeats the
obligations mentioned in the original MOU and does not amount
to an undertaking given to this Court. According to them, Clause
5(a) only says that Respondent No. 1 “shall take all steps” to
complete the sale, while Clause 5(b) says that it “agrees and
covenants” to complete the sale by 30 September 2025. They
submit that the only clear undertaking in the Consent Terms is in
Clause 8, which reads:
“The parties agree and undertake that there shall not be any
action/steps which would in any way violate the present
Consent Terms.”
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12. The Respondents say that Clause 8 cannot be treated as an
undertaking to complete the sale. According to them, if the
contract is not performed, the Petitioners can take steps in
execution proceedings or file a suit for specific performance.
13. This submission has to be considered by reading the order
dated 23 April 2025 along with the Consent Terms. If only the
wording of Clause 5 was before the Court, it would have to be
examined whether the words in that clause amount to an
undertaking to the Court or only a contractual promise between
the parties. But in the present case, the order clearly states that the
undertakings given in the Consent Terms will be treated as
undertakings given to this Court. It records that the Petition was
finally disposed of according to those Consent Terms. The Court
cannot ignore this clear statement while deciding whether notice
should be issued. The Respondents may explain why a particular
obligation in the Consent Terms should not be treated as an
undertaking to the Court. However, at this preliminary stage, their
submission that no undertaking at all was given to this Court
cannot be accepted without reading the order and the Consent
Terms together.
14. The legal position has been explained by this Court in
Bajranglal Gangadhar Khemka v. Kapurchand Ltd., 1950 SCC
OnLine Bom 12. In that case, the Court considered whether an
undertaking mentioned in consent terms could be treated as an
undertaking given to the Court and whether breaking it could
amount to contempt. The Court observed:
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“It is necessary to understand what the true nature of the
committal proceedings is in a case like this. As pointed out
by Oswald on Contempt of Court, an undertaking entered
into or given to the Court by a party or his counsel or
solicitor is equivalent to and has the effect of an order of the
Court, so far as any infringement thereof may be made the
subject of an application to the Court to punish for its
breach.”
15. The judgment states:
“In all orders and decrees of the Court, whenever the
expression “a party undertakes” has been used, it has always
borne the meaning that the undertaking has been to the
Court.”
16. The Court held that an undertaking included in a consent
decree can be enforced through contempt proceedings because, by
passing the decree, the Court approves the agreed terms and
makes them part of its order. The fact that the parties had first
agreed to those terms between themselves does not prevent an
undertaking from being given to the Court.
17. The principle laid down in Bajranglal Gangadhar Khemka is
relevant to the objection raised by the Respondents. The present
case concerns Consent Terms which were placed before this Court
and on the basis of which the Section 9 Petition was disposed of.
More importantly, the order dated 23 April 2025 clearly records
that the undertakings in the Consent Terms will be treated as
undertakings given to this Court. Therefore, the general argument
that a settlement between private parties can never contain an
undertaking to the Court cannot be accepted. However, every term
in a settlement does not become punishable through contempt
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only because the settlement is recorded by the Court. The
particular obligation which is said to have been breached must be
shown to be an undertaking to the Court. The breach must be
wilful. In the present case, the clear wording of the order, when
read with Clause 5 and the dates fixed for performing the
obligations, gives sufficient reason at this preliminary stage to
examine the alleged breach by issuing notice.
18. The Respondents next say that the Consent Terms were
signed without proper authority. According to them, the Board
Resolution dated 6 September 2023, which is relied upon for
authorising the execution of the Consent Terms, refers to the
Commercial Arbitration Petition filed in January 2024 and the
Consent Terms executed in December 2024. They argue that a
resolution passed in September 2023 could not have referred to
proceedings and documents which came into existence later. They
rely upon the actual Board Minutes and say that the relevant
authority and proceedings were not mentioned in those Minutes.
19. This is a serious allegation. If it is proved, the question
whether the Consent Terms were authorised will require careful
examination. However, the documents placed before the Court do
not contain the complete Board Minutes. Therefore, the Court
cannot give a definite finding that the Board Resolution was forged
or that the Consent Terms were fraudulently executed. This
allegation requires examination of the relevant evidence and
company records. On the material available, it is not established
that the order dated 23 April 2025 has ceased to bind Respondent
No. 1.
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20. The Respondents rely upon Section 180 of the Companies
Act, 2013. They say that the factory and land at Pimpri are part of
the undertaking of Respondent No. 1 and that the sale required a
special resolution of the company. According to them, as such a
resolution was not passed, the transaction was against the law and
could not have been made the subject of an undertaking to the
Court. Section 180(1)(a) of the Companies Act requires a special
resolution for the sale or disposal of the whole or substantially the
whole of an undertaking in the situations covered by that
provision. The Explanation to the section gives financial
requirements for deciding whether the property forms part of an
undertaking and whether substantially the whole of that
undertaking is being disposed of. Merely describing the property as
a factory or industrial land does not establish that the
requirements of Section 180 apply to the transaction. In the
present case, the material placed before the Court does not contain
the audited financial statements or the financial details required to
examine the statutory limits. The complete company records
required to decide whether the necessary approval was obtained,
or whether such approval was required, are not available.
Therefore, the submission of the Respondents that Section 180
necessarily makes the Consent Terms void cannot be accepted on
the material available.
21. It is necessary to keep separate the question whether the
Consent Terms are legally valid and the question whether the
Respondents can ignore the order passed on their basis. The order
dated 23 April 2025 has not been shown to have been set aside or
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stayed. The Respondents may raise their objections regarding
fraud, absence of authority and violation of Section 180 in
proceedings allowed by law. However, unless the order is set aside
or its operation is stayed, these objections do not remove the
obligation to comply with the existing order. This does not mean
that an allegation of fraud can never be considered in contempt
proceedings. It means that such allegation must be supported by
material and examined according to law. At this stage, the Court
cannot accept the allegation as a proved fact only because the
Respondents have made it.
22. The Petitioners strongly rely upon the fact that Respondent
Nos. 1 and 2 filed the Recall IA seeking recall of the order dated 23
April 2025 and later withdrew it unconditionally on 25 August
2026. According to the Petitioners, withdrawal without permission
to file a fresh application shows that the Respondents are trying to
avoid the Consent Terms and should not be allowed to raise the
same allegations again.
23. The Respondents say that the Recall IA was withdrawn
without any decision on its merits. They argue that such
withdrawal cannot prevent them from raising a defence in the
contempt proceedings, particularly because contempt proceedings
are quasi-criminal in nature and may result in punishment
affecting personal liberty. They say that they came to know about
the alleged fraud only in March 2026, after the MOU dated 15
October 2025 was executed.
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24. Withdrawal of the Recall IA does not mean that the Court
has found every allegation made in that application to be false. It
does not prevent the Respondents from raising a defence which is
otherwise available to them in the present proceedings. Their
defence to the contempt allegation will have to be examined on its
own merits. At the same time, withdrawal of the Recall IA has not
resulted in the order dated 23 April 2025 being set aside. The
order continues to remain in force. Therefore, the withdrawal
cannot be treated as permission to ignore the Consent Terms or the
undertakings recorded in them. The effect of the withdrawal has to
be understood from the withdrawal order. The withdrawal neither
proves contempt nor releases the Respondents from their
obligations under the existing order.
25. While considering the issue of withdrawal of the Interim
Application, learned Senior Advocate appearing for the Petitioner
pointed out that the application was withdrawn before this Bench.
He submitted that in the connected proceedings, the Respondent
has taken a defence that the Interim Application was withdrawn
with liberty to adopt such appropriate proceedings as are
permissible in law. Since the Interim Application was argued
before this Bench, it is necessary to make the position clear.
26. It is, therefore, clarified that on the date when the matter
was argued after notice, this Bench asked learned Senior Advocate
appearing for the Applicant whether, in view of suppression of a
material document, the Applicant intended to withdraw the
Interim Application unconditionally. Learned Senior Advocate
sought time and the matter was adjourned. On the adjourned date,
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the Applicant withdrew the Interim Application unconditionally.
During the course of hearing, this Court had made it clear that no
liberty was being granted to adopt fresh proceedings. It is
therefore clarified that the oral request made by learned Senior
Advocate appearing for the Applicant for grant of such liberty was
not accepted. The matter was adjourned only to enable the
Applicant to obtain instructions as to whether the Interim
Application was intended to be withdrawn unconditionally.
Accordingly, it is clarified that the Interim Application was
withdrawn unconditionally, without any liberty being granted to
adopt fresh proceedings.
27. The Respondents rely upon the MOU dated 15 October 2025,
which they describe as the “Duress MOU”. According to them, this
MOU was signed under pressure because of criminal complaints
filed by Mrs. Rakhi Bora before the Economic Offences Wing and
the enquiry and summons which followed against them and their
nominees. They say that the MOU records various share transfer
documents, resignations, waivers of claims and assurances that
Mrs. Rakhi Bora and PMT would not start civil or criminal
proceedings or question certain transactions relating to PMT's land
and flats. The Respondents say that the later criminal proceedings
and allegations of fraud are against the terms of the Duress MOU.
The Petitioners, however, say that the Respondents have continued
to use criminal proceedings to pressurise them and prevent
execution of the Consent Terms. The Petitioners say that the
transactions now being questioned by the Respondents were
specifically covered by Clause 19 of the Third MOU.
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28. On the material available, the Court cannot decide whether
the Duress MOU was signed voluntarily, whether its terms bind all
the parties, or which particular transactions are covered by its
waivers and assurances. The actual text of the Duress MOU is not
included in the three documents supplied for this opinion. These
allegations may explain the background of the dispute, but they do
not decide whether Respondent No. 1 complied with the
undertaking recorded in the Consent Terms dated 26 December
2024. The Duress MOU cannot be treated as having stopped the
operation of the order dated 23 April 2025.
29. The Respondents say that the Petitioners have filed
Execution Application (L) No. 13342 of 2026 and that questions
about the enforceability of the Consent Terms and the validity of
the original transaction are pending in those proceedings.
According to them, contempt proceedings should not be used as
another way of executing an order. They rely upon Kanwar Singh
Saini v. High Court of Delhi, (2012) 4 SCC 307, R.N. Dey v.
Bhagyabati Pramanik, (2000) 4 SCC 400, and other decisions.
30. The Respondents are correct that contempt jurisdiction
ordinarily cannot be used only for executing a decree or deciding
disputed contractual rights which require detailed examination of
evidence. In Kanwar Singh Saini , the Supreme Court held that a
party complaining about non-performance of a decree should
ordinarily use the proper remedy of execution. The existence of an
execution remedy cannot be ignored, and contempt proceedings
cannot take the place of the procedure provided by law. However,
there is one more question in the present Petition. The complaint is
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not limited to failure to perform a contract. The order dated 23
April 2025 clearly records that the undertakings in the Consent
Terms will be treated as undertakings given to this Court. The
Petitioners say that Respondent No. 1 deliberately broke that
undertaking after the date fixed for performance had passed.
Whether the breach was wilful is the question for which notice is
being sought. Therefore, the mere fact that execution proceedings
are pending is not enough to reject the Contempt Petition at the
preliminary stage. The execution proceedings may be used for
obtaining the conveyance and possession according to law. If
contempt proceedings are otherwise maintainable, they may
examine the separate allegation of wilful breach of an undertaking
given to this Court. Both proceedings have to be kept separate. The
Court cannot direct completion of the sale through contempt
instead of following the procedure provided by law for execution.
31. The decision in Abdul Kadar v. Abbasbhai Abdul Quayoom,
1974 SCC OnLine Bom 92, requires consideration. In paragraph 6
of that judgment, this Court recorded that the respondent's failure
to pay instalments and refusal to deliver possession, despite an
undertaking, were not disputed. The Court noted that the
petitioner had first applied for delivery of possession in execution
proceedings and later approached the Court for contempt action
when possession was resisted despite the undertaking. The
importance of this decision is that the existence of execution
proceedings does not prevent the Court from examining a separate
alleged breach of an undertaking given to the Court. The facts of
that case are not the same as the present case because the
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Respondents here dispute the validity and scope of the Consent
Terms. Even so, a party cannot answer an allegation of breach of
an undertaking only by saying that execution proceedings are
available.
32. The Respondents rely upon Raghunath Bandekar Pal v.
Pragnesh Shah, 2026 SCC OnLine Bom 2045, particularly
paragraph 23. According to the principle relied upon by them,
disputes about the meaning and enforceability of Consent Terms,
valuation, monetary liability and compliance with statutory
requirements may require detailed examination of evidence and
may ordinarily be decided in civil proceedings. Contempt
jurisdiction is meant to protect the authority of Court orders and
undertakings, while disputed substantive rights have to be decided
in the proper proceedings.
33. This principle cannot be understood to mean that every
dispute arising from Consent Terms must be kept outside contempt
jurisdiction. The nature of the obligation and the terms of the
Court's order have to be examined. In the present case, the order
clearly recognises the undertakings in the Consent Terms as
undertakings given to this Court. The Consent Terms fix 30
September 2025 as the date for completing the sale and require
physical possession to be delivered within one year of their
execution. Therefore, the dispute is not only about disagreement
regarding the amount payable or the meaning of an unclear
contractual term. The Court must not decide the whole question
about the validity and enforceability of the transaction in the
present contempt proceedings. However, the Petition cannot be
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dismissed without notice only because the Respondents have
raised disputed questions which may be examined in execution
proceedings.
34. The Petitioners rely upon Bajranglal Gangadhar Khemka and
say that the Respondents cannot avoid their obligations by relying
upon the acts or failure of other persons. However, the same
judgment makes clear that wilful default is an important
requirement. The Court observed:
“The mere fact that the defendants have failed to carry out
their undertaking is not sufficient to invoke the jurisdiction
of the Court. The party that comes to Court must satisfy the
Court that the other side had deliberately refused to carry
out the undertaking given by him to Court.”
35. The judgment holds that where performance depends upon
another person, the party giving the undertaking must make the
best efforts required to secure performance. If a third party does
not cooperate despite genuine and sufficient efforts, that may be
an answer to the allegation of contempt. However, if the party has
not made any genuine effort to secure compliance, it cannot avoid
responsibility merely by saying that another person did not
cooperate.
36. In the present case, Clause 5 places the obligation upon
Respondent No. 1. Respondent No. 1 agreed to take all necessary
steps for completing the sale and to complete the transaction by a
fixed date. The material supplied does not show that completion
became impossible because of the act or failure of a third party, or
that Respondent No. 1 took all possible steps but could not comply
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due to circumstances beyond its control. Respondent No. 1 will
have to explain whether any such circumstances existed. At this
preliminary stage, the absence of material explaining the non-
performance gives reason to issue notice.
37. The Petitioners say that the breach was wilful because
Respondent No. 1 did not complete the sale by 30 September
2025, did not hand over possession within the agreed period, and
continued to challenge the Consent Terms through the Recall IA
and later proceedings. They allege that the Respondents started
criminal proceedings and filed another Interim Application in the
Execution Application to delay performance.
38. The Respondents deny that the breach was wilful. They rely
upon U.N. Bora v. Assam Roller Flour Mills Assn., ( 2022) 1 SCC
101, and Dinesh Kumar Gupta v. United India Insurance Co. Ltd.,
(2010) 12 SCC 770. They say that contempt cannot be based upon
guesswork, assumption or inference, and that where two
reasonable views are possible, wilful disobedience may not be
established. The principle relied upon by the Respondents cannot
be disputed. In paragraph 17 of Dinesh Kumar Gupta , the Supreme
Court held that contempt proceedings cannot rest on “speculation,
assumption and inference” and that disobedience must be
conscious and wilful. U.N. Bora explains the importance of
knowledge of the order and recognises that, where two views are
possible, the element of wilfulness may not be established. These
principles prevent the Court from treating every failure to perform
an obligation as contempt. A person cannot be punished only
because the Court does not agree with that person's view. However,
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these principles do not require the Court to dismiss a contempt
petition at the notice stage whenever the person against whom it is
filed disputes wilfulness. Where the order and undertaking are
clear, the date for compliance has passed, and the required act has
not been done, the Court may ask the party to explain the reasons
for non-compliance. The explanation can be examined and
accepted or rejected after the relevant material is placed before the
Court.
39. The Respondents say that the Petition does not contain
proper allegations against Respondent Nos. 2 to 6 individually.
According to them, their position as directors of Respondent No. 1
cannot make them responsible for contempt. They say that the
allegation of obstructing the administration of justice is similar to
criminal contempt and that, under Section 18 of the Contempt of
Courts Act, 1971, such a case must be heard by a Division Bench.
40. Civil contempt under Section 2(b) of the Contempt of Courts
Act, 1971, means wilful disobedience of a judgment, decree,
direction, order, writ or other process of a Court, or wilful breach
of an undertaking given to a Court. The present Petition is mainly
based upon the alleged breach of the undertaking recorded in the
order dated 23 April 2025. The Petitioners cannot make the case
one of criminal contempt only by describing the conduct of the
Respondents as obstruction of justice or an attempt to reduce the
authority of the Court. The actual nature of the allegations will
decide the procedure to be followed.
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41. The Respondents have stated that they offer an
unconditional apology if the Court considers their conduct
sufficient for taking contempt action. At this stage, the Court is not
required to decide whether the apology is genuine or sufficient. An
apology cannot decide whether the requirements of civil contempt
are satisfied. The Court must first examine whether an
undertaking was given to this Court and whether there is a prima
facie case that it was broken wilfully. If the question of apology
arises at a later stage, it can be considered at that time.
42. Another relevant circumstance is that Clause 9 of the
Consent Terms records that the parties understood the true
meaning of the terms and signed them of their own free will,
without pressure, coercion or undue influence. Clause 7 records
that the parties had read and verified the Consent Terms and
accepted them as lawful, valid and binding. Clause 12 identifies
the authorised signatories of the Petitioners and Respondent No. 1.
These clauses do not answer the allegation of the Respondents that
the Consent Terms were executed without proper authority.
However, they show that the Consent Terms were presented as a
settlement voluntarily accepted by the parties. After that, this
Court passed the order dated 23 April 2025, finally disposing of
the Section 9 Petition and clearly treating the undertakings
contained in the Consent Terms as undertakings given to this
Court.
43. The Respondents have not placed sufficient material before
the Court to show that the order has been set aside, that its
operation has been stayed, or that the obligations under Clause 5
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have been lawfully discharged. Their objections to the validity of
the original transaction may be relevant while deciding the matter
finally. At present, those objections do not remove the reason for
examining the alleged breach.
44. The question whether notice is barred by limitation under
Section 20 of the Contempt of Courts Act, 1971, has to be
considered separately from the merits of the alleged breach.
According to the Petitioners, the sale was required to be completed
by 30 September 2025. They rely upon the separate obligation to
hand over physical possession within one year of the Consent
Terms executed on 26 December 2024. Therefore, the time for
handing over possession expired in December 2025. The contempt
petition is numbered in 2026, and the written submissions of the
Respondents are dated 23 October 2026.
45. In Pallav Sheth v. Custodian, (2001) 7 SCC 549, the Supreme
Court held that Section 20 has to be applied by considering the
date on which contempt proceedings were started. Ordinarily, a
civil contempt proceeding is initiated when the petition is filed
within the prescribed period. Considering the separate obligation
relating to delivery of possession, the material available does not
justify rejecting the entire Petition on the ground of limitation. If
the Respondents raise a specific objection based on the actual
filing date and the particular breach alleged, that question will
have to be examined according to Section 20.
46. On considering all the material placed before the Court, the
position which comes out is that the Consent Terms put clear
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obligations upon Respondent No. 1. They state the steps required
for completing the sale and fix 30 September 2025 as the date for
completing the transaction. They require physical possession to be
handed over within one year of execution of the Consent Terms.
The order dated 23 April 2025 clearly records that the
undertakings in the Consent Terms will be treated as undertakings
given to this Court. The order continues to remain in force, and
the Petitioners say that the sale has not been completed and
possession has not been handed over.
47. In view of the above discussion, I am satisfied that a prima
facie case is made out for issuing notice under Rule 1035 of the
Bombay High Court (Original Side) Rules, 1980, to Respondent
No. 1 to 6. The notice will call upon it to show cause why action
for civil contempt should not be taken against it under Section 12
read with Section 2(b) of the Contempt of Courts Act, 1971, for
the alleged wilful breach of the undertakings recorded in the
Consent Terms dated 26 December 2024 and the order dated 23
April 2025.
48. The notice to Respondent No. 1 to 6 shall be returnable on 4
November 2026.
49. Respondent Nos. 2 to 6 shall remain present before this
Court on every date of hearing, unless their personal appearance is
specifically exempted by this Court.
(AMIT BORKAR, J.)
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