Colgate Palmolive Company & Anr. vs Haleon Plc & Anr.

Court
Delhi High Court

$~14
* IN THE HIGH COURT OF DELHI AT NEW DELHI
% Date of Decision : 03.11.2026
# CNR No. DLHC010562972022
+ CS(COMM) 288/2026, CCP(O) 66/2026, I.A. 7486/2026, I.A.
9062/2026, I.A. 10182/2026, I.A. 10415/2026 & I.A. 12081/2026
COLGATE PALMOLIVE COMPANY & ANR. .....Plaintiffs
Through: Mr. Aryama Sundaram, Mr. Chander
M. Lall, Senior Advocates with Mr.
Pravin Anand, Mr. Saif Khan, Mr.
Prajjwal Kushwaha, Ms. Diya
Viswanath, Ms. Shayal Anand, Ms.
Aayushi Khurana and Ms. Annanya
Mehan, Advocates.
versus
HALEON PLC & ANR. .....Defendants
Through: Mr. Rajeev Virmani, Mr. Akhil Sibal,
Senior Advocates with Mr. Ajay
Bhargava, Ms. Vanita Bhargava, Ms.
Phalguni Nigam and Mr. Vedant
Sharma, Advocates.
CORAM:
HON'BLE MR. JUSTICE TEJAS KARIA
TEJAS KARIA, J. ( ORAL )
CCP(O) No. 66/2026
1. The Plaintiffs have filed the present Petition under Sections 11 and 12
of the Contempt of Courts Act, 1971 (“ CC Act ”), read with Order XXXIX
Rule 2A and Section 151 of the Code of Civil Procedure, 1908 (“ CPC ”),
seeking initiation of contempt proceedings against the Respondents
(“ Petition ”) in CS(COMM) 288/2026 (“ Suit ”) alleging wilful disobedience
of the undertaking given on behalf of the Defendants in the Suit
(“ Undertaking ”) as recorded in order dated 14.05.2026 (“ Order ”).
Signature Not Verified
Signed By:NEELAM
SHARMA
Signing Date:05.11.2026
10:27:20
CS(COMM) 288/2026 Page 1 of 12

2. The Undertaking given on behalf of the Defendants reads as under:
“ 1. Mr. Akhil Sibal, learned Senior Counsel appearing for the
Defendants, on instructions, states that at present there is no fresh
circulation of the impugned advertisements and product
detailers/pamphlets and Defendants have no intention to make any
fresh circulation till the next date of hearing since the matter is sub
judice and that this statement is made without prejudice to the rights
and contentions of the Defendants. ”
3. The Respondents in the Petition are the Directors and Authorized
Representatives of the Defendants in the Suit. The Plaintiffs seek the
initiation of contempt proceedings against the Respondents for wilful,
deliberate and conscious disobedience of the Undertaking given on behalf of
the Defendants.
4. At the outset, learned Senior Counsel for the Respondents has raised a
preliminary objection to the maintainability of the Petition on the ground
that the Defendants in the Suit have not been impleaded as Respondents in
the present Petition and in the absence of such impleadment, the Petition is
not maintainable in view of sub-sections (4) and (5) of Section 12 of the CC
Act, which read as follows:
“
12. Punishment for contempt of court.-
(4) Where the person found guilty of contempt of court in respect
of any undertaking given to a court is a company, every person who,
at the time the contempt was committed, was in charge of, and was
responsible to, the company for the conduct of business of the
company, as well as the company, shall be deemed to be guilty of the
contempt and the punishment may be enforced, with the leave of the
court, by the detention in civil prison of each such person:
Provided that nothing contained in this sub-section shall render any
such person liable to such punishment if he proves that the contempt
was committed without his knowledge or that he exercised all due
diligence to prevent its commission.
Signature Not Verified
Signed By:NEELAM
SHARMA
Signing Date:05.11.2026
10:27:20
CS(COMM) 288/2026 Page 2 of 12

(5) Notwithstanding anything contained in sub-section (4), where
the contempt of court referred to therein has been committed by a
company and it is proved that the contempt has been committed with
the consent or connivance of, or is attributable to any neglect on the
part of, any director, manager, secretary or other officer of the
company, such director, manager, secretary or other officer shall
also be deemed to be guilty of the contempt and the punishment may
be enforced, with the leave of the court, by the detention in civil
prison of such director, manager, secretary or other officer.
Explanation.— For the purposes of sub-sections (4) and (5),—
(a) “company” means any body corporate and includes a firm or
other association of individuals; and
(b) “director”, in relation to a firm, means a partner in the firm. ”
5. Learned Senior Counsel for the Respondents has relied upon the
Undertaking, which was made on behalf of the Defendants and submitted
that the Respondents in the present Petition are not Parties to the Suit and,
therefore, the Respondents cannot be held liable for wilful disobedience of
the Undertaking given by the Defendants in absence of the Defendants being
joined as Respondents in the present Petition.
6. Learned Senior Counsel for the Defendants has relied upon the case
of Aneeta Hada v. Godfather Travels and Tours Private Limited , (2012) 5
SCC 661, wherein the Supreme Court, applying the doctrine of strict
construction, held that commission of offence by a company is an expressed
condition precedent to attract the vicarious liability of others. It was
observed that the words “ as well as the company ” appearing in Section
12(4) of the CC Act make it absolutely unmistakably clear that when the
company can be prosecuted, then only the persons mentioned in the other
category could be vicariously liable for the offence subject to the averments
Signature Not Verified
Signed By:NEELAM
SHARMA
Signing Date:05.11.2026
10:27:20
CS(COMM) 288/2026 Page 3 of 12

in the petition and proof thereof. It was also observed that the company is a
juristic person and it has its own respectability and if a finding is recorded
against it, it would create a concavity in its reputation. In view of the same,
it was concluded that for maintaining prosecution under Section 141 of the
Negotiable Instruments Act, 1881 (“ NI Act ”) and Section 85 of the
Information Technology Act, 2000 (“ IT Act ”), it is imperative to arraign the
company as an accused.
7. In view of the above, it was submitted by learned Senior Counsel for
the Respondents that the language of Section 141 of the NI Act and Section
85 of the IT Act are pari materia to Section 12(4) of the CC Act and,
therefore, applying the principles as laid down in Aneeta Hada ( supra ),
unless the Defendants who had given the Undertaking before this Court are
joined as the Respondents in the Petition, the same is not maintainable.
8. Learned Senior Counsel for the Respondents has relied upon the
decision of High Court of Kerela in Kalimirch Vyapari Association v. Vijay
Kumar Venkataraman , Neutral Citation: 2021:KER:51928, wherein it has
been held that in view of Section 12(4) and 12(5) of the CC Act, in order to
establish the contempt against the persons responsible and the officers in
charge as well as any person who has consented to or connived or
attributable to any neglect in respect of a company, there should be
sufficient pleadings in the contempt petition that the company being
primarily responsible, such officers and directors are liable to be proceeded
with. It was further held that to proceed against the persons responsible for
the conduct of the company, the company should have been made a party as
it is a necessary party to the contempt proceedings in view of the mandatory
Signature Not Verified
Signed By:NEELAM
SHARMA
Signing Date:05.11.2026
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CS(COMM) 288/2026 Page 4 of 12

requirement under Section 12 of the CC Act. Accordingly, the contempt
petition was dismissed.
9. Learned Senior Counsel for the Respondents also relied upon the
decision of a Co-ordinate Bench of this Court in Matrix Cellular Services
Pvt. Ltd. v. Sanjoy Mukherji & Ors. , Neutral Citation: 2012:DHC:7591,
wherein relying upon Aneeta Hada ( supra ) this Court concluded that the
respondents therein could not have been prosecuted even being the persons
in charge of and responsible for the conduct of the business of the company
unless the company itself was prosecuted for the same, which had not been
done. Accordingly, it was held that the petitioner in the said petition had
failed to prove that there was any wilful disobedience by the respondents
therein of the orders of the Court passed against the company, who had not
been arraigned and prosecuted as a party and, therefore, it was not
permissible to prosecute its officers being the persons in charge of and
responsible for the conduct of its business and the contempt petition was
accordingly dismissed.
10. Learned Senior Counsel for the Respondents submitted that, in
Kalimirch ( supra ) and Matrix Cellular ( supra ), the principles laid down in
the context of the NI Act and the IT Act were extended to proceedings under
the CC Act. It was accordingly contended that, since the Defendants, being
the corporate entities on whose behalf the Undertaking was given before this
Court, have not been impleaded as Respondents, the present Petition ought
to be dismissed on this preliminary ground alone.
11. Per contra , learned Senior Counsel for the Plaintiffs submitted that
the Plaintiffs are willing to implead the Defendants as the Respondents in
Signature Not Verified
Signed By:NEELAM
SHARMA
Signing Date:05.11.2026
10:27:20
CS(COMM) 288/2026 Page 5 of 12

the present Petition and in any case, the contempt is between the Court and
the contemnors and, therefore, this Court has ample power to issue notice to
the Defendants in the present Petition even though the Plaintiffs have not
joined them as Respondents to the present Petition, so long as there is a
prima facie indication of violation of the Undertaking as admitted by the
Respondents by filing an affidavit seeking unconditional apology for
violation of the Undertaking given on behalf of the Defendants.
12. Having considered the submissions made on behalf of the
Respondents as well as the Plaintiffs, it is clear from the bare perusal of
Section 12(4) and 12(5) of the CC Act that in cases where a company has
allegedly committed contempt, every person, who at the time of contempt
was committed, was in charge of, and was responsible to, the company for
the conduct of the business of the company shall be guilty of contempt along
with the company itself. The use of expression “ as well as the company ” in
Section 12(4) of the CC Act makes it abundantly clear that the company has
to be a party to the contempt proceedings before the persons who are stated
to be in charge of and responsible for the conduct of the business of the
company can be held guilty for committing contempt by wilfully disobeying
the order or an undertaking given to the Court.
13. In the present case, the Plaintiffs have only joined Respondents as
alleged contemnors, who are stated to be the authorized representatives of
the Defendants in the Suit, without joining the Defendants as the
Respondents to the present Petition.
14. Therefore, the question arises as to what would be the consequences
of non-joinder of the Defendants as Respondents in the present Petition? As
Signature Not Verified
Signed By:NEELAM
SHARMA
Signing Date:05.11.2026
10:27:20
CS(COMM) 288/2026 Page 6 of 12

the provisions of the CC Act makes it clear that the company itself has to be
held liable for the commission of the contempt and since the Undertaking
was given on behalf of the Defendants, it is necessary that the Defendants
are also impleaded as Respondents in the present Petition.
15. Learned Senior Counsel for the Respondents relied upon the decision
in Aneeta Hada ( supra ) to submit that the provisions of Section 141 of the
NI Act and Section 85 of the IT Act concerning offences committed by
companies are pari materia with sub-sections (4) and (5) of Section 12 of
the CC Act, and, accordingly the principle laid down in Aneeta Hada
( supra ) that persons responsible for the management of a company at the
relevant time cannot be held liable for offences committed by the company
unless the company is arraigned as a party, ought equally to apply to
contempt committed by a company under the CC Act, as rightly held in
Kalimirch ( supra ) and Matrix Cellular ( supra ).
16. While it is undisputed that the company must be impleaded as a party
to the contempt petition before the liability of persons responsible for its
affairs at the time of the alleged contempt can be determined, its non-joinder
cannot, by itself, be regarded as fatal to the Petition. The Court’s jurisdiction
to deal with contempt arising from breach of an undertaking given to it is
distinct from its jurisdiction to punish offences under the NI Act or the IT
Act. It is well settled that contempt is a matter between the Court and the
alleged contemnor and is not affected by the rights and obligations of the
parties to the litigation inter se , as held by the Supreme Court in Pushpaben
v. Narandas V. Badiani , (1979) 2 SCC 394, Supreme Court Bar Assn. v.
Union of India , (1998) 4 SCC 409, Bank of Baroda v. Sadruddin Hasan
Signature Not Verified
Signed By:NEELAM
SHARMA
Signing Date:05.11.2026
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CS(COMM) 288/2026 Page 7 of 12

Daya & Anr. , (2004) 1 SCC 360, Rama Narang v. Ramesh Narang , (2006)
11 SCC 114, and Maruti Udyog Limited v. Mahinder C. Mehta , (2007) 13
SCC 220.
17. It is also well settled that Article 215 of the Constitution of India,
1950 (“ Constitution ”) recognises the High Court as a Court of Record and
confers upon it jurisdiction to punish for its own contempt as an essential
adjunct to the administration of justice. The law of contempt has evolved as
part of the common law, and the power to punish for contempt has been
recognised as inherent in a Court of Record.
18. In Baradakanta Mishra v. Justice Gatikrushna Mishra , (1975) 3
SCC 535, the Supreme Court observed that the initiation of contempt
proceedings lies within the discretion of the Court. The Court’s jurisdiction
to punish for contempt may be invoked suo motu or upon a motion or
reference. A motion or reference serves only to draw the Court’s attention to
the alleged contempt and the decision whether to initiate contempt
proceedings remains within the Court’s discretion.
19. Contempt proceedings are not, stricto sensu , a matter between the
parties inter se , but a matter between the Court and the contemnor.
Consequently, such proceedings are not conducted as adversarial litigation,
and the party bringing the contemptuous conduct to the notice of the Court
acts merely as an informant and does not acquire the status of a litigant in
the contempt proceedings.
20. In R.K. Anand v. Delhi High Court , (2009) 8 SCC 106, the Supreme
Court held that contempt proceedings are sui generis and are not strictly
governed by the provisions of the Code of Criminal Procedure, 1973 or the
Signature Not Verified
Signed By:NEELAM
SHARMA
Signing Date:05.11.2026
10:27:20
CS(COMM) 288/2026 Page 8 of 12

Indian Evidence Act, 1872. Accordingly, the Court must adopt a fair and
objective procedure that causes no prejudice to the person facing the charge
of contempt and affords such person the fullest opportunity to defend the
charge.
21. In Court on its own motion v. State , 2008 SCC OnLine Del 965, the
Division Bench of this Court held that, given the quasi-criminal nature of
contempt proceedings, the alleged contemnor must be informed of the
allegations with sufficient particularity to enable him to defend himself
effectively. It further observed that the Court is entitled to devise its own
procedure for dealing with contempt of Court.
22. In Sahdeo v. State of U.P. , (2010) 3 SCC 705, the Supreme Court
held that the High Court has the power to initiate contempt proceedings suo
motu to ensure compliance with its orders.
23. The foregoing decisions establish that, where the Court is prima facie
satisfied that a party to the proceedings has committed contempt, it is
empowered to issue notice to that party for the initiation of contempt
proceedings.
24. Accordingly, where a company is alleged to have committed contempt,
its non-joinder as a party does not necessitate dismissal of the contempt
petition, since the Court possesses inherent powers to issue notice to the
company, either suo motu or upon the request of the party that has brought
the alleged contempt to its notice.
25. Since contempt is a matter between the Court and the contemnor, the
Court is empowered to issue notice to an alleged contemnor who is already a
party to the main proceedings, notwithstanding that such person has not
Signature Not Verified
Signed By:NEELAM
SHARMA
Signing Date:05.11.2026
10:27:20
CS(COMM) 288/2026 Page 9 of 12

been impleaded in the contempt proceedings. Although persons responsible
for the affairs of a company at the time of the alleged contempt cannot be
punished unless the company is arraigned as a party to the contempt
proceedings, its non-joinder cannot result into dismissal of those
proceedings, as the Court is empowered to, on its own motion, issue notice
to the company alleged to have committed contempt.
26. The decisions in Kalimrich ( supra ) and Matrix Cellular ( supra ) are
per incurium , as they fail to consider the earlier decisions of the Supreme
Court laying down the following principles:
a. The High Court, as a Court of Record, possesses the power to
punish for its own contempt under Article 215 of the Constitution,
independently of the provisions of the CC Act.
b. The High Court is empowered to initiate contempt proceedings suo
motu to ensure compliance with its orders.
c. Contempt is a matter between the Court and the contemnor, and
not between the parties inter se .
d. A party bringing contemptuous conduct to the notice of the Court
acts merely as an informant and does not acquire the status of a
litigant in the contempt proceedings.
e. Contempt proceedings are quasi-criminal in nature. The alleged
contemnor must be given sufficient notice of the allegations to
enable an effective defence and afforded the fullest opportunity to
defend the charge through a fair and objective procedure.
f. The High Court is entitled to formulate its own procedure for
dealing with contempt of Court.
Signature Not Verified
Signed By:NEELAM
SHARMA
Signing Date:05.11.2026
10:27:20
CS(COMM) 288/2026 Page 10 of 12

27. In light of the foregoing, this Court is empowered to issue notice to a
company notwithstanding its non-joinder as a party to the contempt
proceedings, particularly where the company is already a party to the main
proceedings.
28. Accordingly, issue notice to the Defendants in the Suit since the
Undertaking had been given on their behalf. Learned Counsel appearing for
Defendant Nos. 1 and 2 accept notice on their behalf. Defendant Nos. 1 and
2 are impleaded as Respondent Nos. 7 and 8, respectively, in the present
Petition. The Plaintiffs are directed to file an amended Memo of Parties in
the present Petition.
29. Learned Senior Counsel for Defendant No. 1 submitted that
Defendant No. 1 has already filed I.A. 10182/2026 under Order I Rule 10
read with Section 151 of the CPC, seeking its deletion from the array of
parties. He further submitted that Defendant No. 1 has no business
operations in India and no role in the present proceedings. Accordingly, it
was submitted that Defendant No. 1 is neither a necessary nor a proper party
to the present proceedings and is, therefore, not required to file a reply to the
contempt Petition. The said statement is taken on record.
30. Defendant No. 2 shall file its reply by 04.11.2026 to the extent that it
seeks to adopt any stand additional to, or inconsistent with, that taken by
Respondent Nos. 1 to 6 in the contempt Petition.
31. In the meantime, learned Counsel for Respondent Nos. 1 to 6 shall
take the necessary steps to cure the objections concerning the vakalatnama
filed on their behalf in the present Petition.
Signature Not Verified
Signed By:NEELAM
SHARMA
Signing Date:05.11.2026
10:27:20
CS(COMM) 288/2026 Page 11 of 12

32. List for further hearing on 05.11.2026 at 2:30 PM, on the date already
fixed.
TEJAS KARIA, J
NOVEMBER 3, 2026
ap
Signature Not Verified
Signed By:NEELAM
SHARMA
Signing Date:05.11.2026
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