Ras Al Khaimah Investment Authority vs Matrix Pharmacorp Private Limited & Anr.

Held: The Statement made by Respondent entitity-IQuest before the Commercial Court in its Counter Affidavit as recorded in the order dtd.01.05.2024, cannot be treated as a firm conviction to qualify as an undertaking in terms of Babu Ram Gupta and Patanjali Ayurved Ltd., In re. – It is merely a clarificatory statement – All that was said by the IQuest was that at that point in time it had decided not to go ahead with the acquisition of Respondent‘V’ – Subsequently, the Commercial Court did not take up the matter saying that there is no urgency in the matter – However, Respondent entities-‘M’ and ‘T’ proceeded with the merger which also involved the interest of IQuest and Respondent-‘V’ – However, the apprehension of the Appellant that Respondent-‘NP’ and the Respondent entities could potentially dissipate the assets of NP and transfer his holding or the holding of his immediate family members to different entities is not without basis – This Court has taken into consideration the series of changes brought about between ‘NP’ and his family holdings, where the fact that he has an advisory role or that the family has a decisive role is clearly made out – As there is no clear-cut undertaking by IQuest qualifying for an act of contempt under the Contempt of Courts Act, there cannot be any contempt as against other entities as well – Neither ‘M’ nor ‘V’ nor Respondent-‘Mo’ were impleaded yet before the Commercial Courts – The role of IQuest was only a “back-stop” qua the termination fee, which was later released and, therefore, the statement made by IQuest before the Commercial Court did not have the direct effect of inviting contempt proceedings as far as ‘M’, ‘V’ and ‘Mo’ are concerned – Finding of the High Court that there is no contempt made out by the Respondent entities not interfered with – In the light of the facts and various transactions which have happened during the pendency of the execution and taking into consideration the genuine apprehension of the decree-holder, the interim protection granted by the NCLT on 10.03.2025 ought not to have been disturbed by the NCLAT – Respondents (NP and Respondent entities) jointly and severally to furnish an additional Security of Rs.200 crores with the Registry of this Court within two weeks over and above the sums/assets already deposited – The deposits will be subject to the outcome of the Execution Proceedings pending before the Commercial Courts of Hyderabad and Ranga Reddy – The question whether NP’s family-controlled entities constitute a unified structure whose assets can be reached to satisfy the decree is left open to be agitated before the Commercial Courts of Hyderabad and Ranga Reddy in the pending Execution proceedings – Appeals as against the orders of the NCLAT are disposed of in terms indicated. [Paras 59, 60, 69, 75]