1. Case Title

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

Connected with Civil Appeal Nos. 12561-12566 of 2025, 12993-12994 of 2025 and arising out of SLP (C) Nos. 27277-27279 of 2025 & SLP (C) No. 35892 of 2025.

2. Citation

3. Bench

Hon’ble Chief Justice Surya Kant

Hon’ble Mr. Justice Joymalya Bagchi

Hon’ble Mrs. Justice V. Mohana

Judgment authored by: Justice V. Mohana

4. Subject / Area of Law

Contempt of Court | Undertaking to Court | Clarificatory Statement | Execution of Foreign Decree

5. Facts in Brief

Ras Al Khaimah Investment Authority (RAKIA) obtained a foreign decree from the Courts of Ras Al Khaimah (UAE) against Hyderabad-based businessman Nimmagadda Prasad (NP) for approximately AED 267.94 million with interest. The decretal amount later rose to about ₹950 crore including interest.

RAKIA initiated execution proceedings in India under Section 44A CPC before the Commercial Courts at Hyderabad and Ranga Reddy.

During the Hyderabad execution proceedings, RAKIA sought to implead IQuest Enterprises Pvt. Ltd. and prayed for injunction in respect of a proposed acquisition of the API business of Viatris.

In its counter-affidavit, IQuest stated that “it was initially interested in the acquisition of Viatris; however, subsequently IQuest has decided not to go ahead.”

The Commercial Court recorded the statement and closed the injunction application on 01.05.2024.

RAKIA later alleged that the statement constituted a binding undertaking and that subsequent transactions (including the merger of Tianish with Matrix) violated it. Contempt proceedings were initiated before the Telangana High Court.

The High Court dismissed the contempt petition holding that the statement was only clarificatory. RAKIA challenged the decision before the Supreme Court.

6. Issue Before the Court

7. Supreme Court’s Findings

The Supreme Court held that a clarificatory statement made before a court cannot be treated as an unconditional undertaking for the purpose of contempt proceedings unless it constitutes a solemn, express and unequivocal commitment intended to be acted upon by the Court.

The Court observed that IQuest’s statement merely conveyed that it had initially been interested in the acquisition but had subsequently decided not to proceed. It did not contain an express promise to the Court that it would refrain from the transaction under all circumstances in future.

Relying on Babu Ram Gupta v. Sudhir Bhasin (1980) and In Re: Patanjali Ayurved Ltd. (2024), the Court held that it is not open to assume an implied undertaking when none exists on the record.

8. Ratio / Legal Principle

Key Principle:

For a statement to be treated as an undertaking, it must be:

• Solemn
• Express
• Unequivocal
• Intended to be acted upon by the Court

Courts cannot imply or assume an undertaking when the language used is only clarificatory in nature.

9. Final Decision

The Supreme Court held that the statement of IQuest was merely clarificatory and did not constitute a binding undertaking. Consequently, no contempt was made out on the basis of that statement. The findings of the Telangana High Court declining to initiate contempt proceedings were upheld.