RAS AL KHAIMAH INVESTMENT AUTHORITY v. MATRIX PHARMACORP PRIVATE LIMITED & ANR.

2026 INSC 932 — Civil Appeal Nos. 12993–12994 of 2025 and connected appeals
Supreme Court of India — Judgment dated 1 September 2026
Bench: Surya Kant, CJI; Joymalya Bagchi and V. Mohana, JJ.

HEADNOTES

Foreign decree — Execution in India — Section 44A CPC — Decree of superior court of reciprocating territory — Foreign decree of Ras Al Khaimah Court — Prima facie executable in India — Principle of comity of courts — Indian courts must give due weight to a foreign decree while protecting its efficacy pending execution. [Paras 62, 65]

Contempt of Courts Act, 1971 — Undertaking — Statement made in counter-affidavit — Mere statement of present intention not an undertaking — Undertaking must be clear, express and intended to bind the party — Court cannot infer an implied undertaking where none exists on record. [Paras 56–59]

Contempt — Standard for establishing undertaking — Whether statement constitutes undertaking depends upon the language used and surrounding circumstances — Contempt jurisdiction must be exercised with great care and circumspection and not casually or lightly. [Paras 57–59]

Corporate personality — Alter ego — Piercing corporate veil — Family control over companies — Mere apprehension or prima facie material does not finally establish that corporate entities are unified with the judgment debtor — Question whether family-controlled entities' assets can be reached in execution left open for determination by the executing Commercial Courts upon pleadings and evidence. [Paras 64, 66, 74–75(iv)–(v)]

Execution of foreign decree — Asset dissipation — Corporate restructuring during pendency of execution — Series of transactions, changes in control, family involvement and timing of corporate transactions may constitute a genuine apprehension that the decree-holder may be left with a paper decree — Protective orders justified to preserve efficacy of decree. [Paras 61–69]

Interim protection — Security — Foreign decree substantially unsatisfied — Status quo should not be vacated without adequate security where decree-holder establishes genuine apprehension of dissipation — Additional security of ₹200 crores directed pending execution. [Paras 71–73]

NCLT/NCLAT — Merger — Protective directions — NCLT had protected decree-holder by restraining alienation/creation of charge over post-merger assets without intimation/approval — NCLAT erred in disturbing such protection in the circumstances — Protective order restored/continued through Supreme Court's directions. [Paras 68–73]

Contempt — Liability of entities not parties to undertaking — Where no enforceable undertaking existed against IQuest and Matrix, Viatris and Moschip were not shown to have committed contempt merely through connected transactions — High Court's finding of no contempt upheld. [Paras 59–60]

Execution proceedings — Questions of corporate veil, unified structure and reachability of assets — Not finally decided by Supreme Court — Matters left to Commercial Courts — Supreme Court's prima facie observations not to bind executing courts. [Paras 64, 74–75]

Held: The statement made by IQuest before the Commercial Court was only a clarificatory statement, not an unconditional undertaking capable of founding contempt. Nevertheless, the sequence of corporate transactions and pervasive family involvement created a genuine apprehension of possible asset dissipation and frustration of the foreign decree. The Supreme Court therefore upheld the finding of no contempt, but directed the judgment debtor/respondents to furnish an additional ₹200 crore security and directed expeditious disposal of the execution proceedings. [Paras 59–75]

I. FACTS

1. RAKIA and VANPIC Project

Paras 4–5: Ras Al Khaimah Investment Authority (“RAKIA”) is a public entity affiliated with the Government of Ras Al Khaimah. The Governments of Andhra Pradesh and Ras Al Khaimah entered into a government-to-government arrangement concerning the VANPIC Project. RAKIA entrusted funds to Nimmagadda Prasad (“NP”) for investment in the project and alleged misappropriation.

2. Foreign decree

Para 6: The Ras Al Khaimah Court of First Instance found RAKIA to be the victim of a fraudulent scheme and directed NP to pay AED 267,941,374, with interest at 6% per annum. The decree was upheld by the superior court in cassation.

3. Execution in India

Paras 7–9: RAKIA contended that the UAE is a reciprocating territory under Section 44A CPC and initiated execution proceedings before the Commercial Courts at Hyderabad and Ranga Reddy. Attachments were obtained over NP's movable and immovable assets.

4. IQuest proceedings

Paras 10–12: RAKIA sought to implead IQuest and restrain its assets. The Commercial Court closed the injunction application after IQuest stated that it had initially been interested in acquiring Viatris but had subsequently decided not to proceed. RAKIA treated this statement as an undertaking.

5. Matrix–Tianish transaction

Paras 12–13: RAKIA alleged that the transaction was subsequently routed through Matrix, a related entity. Matrix acquired Tianish, and the merger was approved by the NCLT and subsequently confirmed by the NCLAT. RAKIA then sought to implead Matrix and Tianish and restrain their assets in the execution proceedings.

6. Contempt proceedings

Paras 15–18: RAKIA initiated contempt proceedings before the Telangana High Court alleging breach of the statement/undertaking and seeking to extend liability through the alter ego theory. The High Court ultimately dismissed the contempt proceedings, holding that the statement was merely clarificatory and that contempt proceedings were not the proper forum for piercing the corporate veil or deciding complex questions of control and financial independence.

II. ISSUE RELATING TO UNDERTAKING AND CONTEMPT

7. Whether IQuest's statement was an undertaking

The central contempt question was whether the statement recorded in the Commercial Court's order dated 1 May 2024 amounted to a legally enforceable undertaking.

The statement was that IQuest had initially been interested in acquiring Viatris but had subsequently decided not to go ahead. [Paras 11, 56–59]

III. LAW RELATING TO UNDERTAKINGS

8. Undertaking must be clear and binding

Para 57: The Supreme Court relied upon Babu Ram Gupta v. Sudhir Bhasin and held that the Court must carefully construe the language used to determine the extent and nature of an alleged undertaking. An implied undertaking cannot be assumed when none exists on the record.

9. Contempt jurisdiction requires caution

The power to punish contempt must not be exercised casually or lightly. It is to be exercised only where necessary to uphold the majesty of law and dignity of the courts. [Para 57]

10. Substance rather than label

Para 58: At the same time, the Court recognised that an undertaking need not necessarily use the literal word “undertaking.”

A party may be bound where the language and circumstances convey a firm conviction that an undertaking was actually being given. [Para 58]

Thus:

Absence of the word “undertaking” ≠ automatically no undertaking.

But:

A mere statement of intention ≠ an undertaking.

11. Application to IQuest's statement

Para 59: The Supreme Court agreed with the High Court that IQuest's statement did not amount to a firm and unconditional undertaking. It was merely a clarification that at that point in time IQuest had decided not to proceed with the acquisition.

12. Contempt finding upheld

Para 60: Since no clear undertaking existed, contempt could not be established against IQuest. Consequently, contempt could not be extended to Matrix, Viatris or Moschip either. The High Court's finding of no contempt was therefore upheld.

IV. FOREIGN DECREE AND COMITY OF COURTS

13. Foreign decree prima facie executable

Para 62: The Supreme Court recorded that the RAK Foreign Decree was a decree of a superior court of a reciprocating territory and was therefore prima facie executable in India.

14. Principle of comity

The principle of comity of nations/courts required due respect to the foreign decree. The Court observed that if appropriate protective conditions were not imposed, the decree could effectively become incapable of execution, undermining the reciprocal enforcement regime. [Para 62]

15. Execution proceedings remained pending

Para 64: The execution proceedings had been pending before the Commercial Courts for approximately three years, along with several interlocutory applications. The Supreme Court therefore directed RAKIA to pursue its remedies before those courts while ensuring interim protection of its interests.

V. ASSET DISSIPATION — PRIMA FACIE FINDING

16. Genuine apprehension of dissipation

Paras 61–63: Although the Court found no contempt, it distinguished contemptuous conduct from conduct creating a genuine apprehension of dissipation.

The sequence of corporate transactions demonstrated sufficient circumstances to support RAKIA's apprehension that assets might be camouflaged or dissipated so that the decree-holder would ultimately be left with a paper decree.

17. Family and corporate structure

Para 66: The Court found a prima facie case that NP and his immediate family members exercised pervasive control over several business entities. The timing of changes in control, modification of active control, and formation of new companies gave rise to a genuine apprehension that the decree might be frustrated.

18. Important distinction

The Court did not finally hold that the corporate entities were the alter egos of NP.

It only held that the circumstances justified protective measures while leaving the substantive question to the executing courts. [Paras 64, 74]

VI. NCLT/NCLAT PROTECTION

19. NCLT's protective directions

Para 20: When approving the Matrix–Tianish merger, the NCLT directed that post-merger assets should not be alienated without prior intimation and approval of the High Court and imposed similar safeguards regarding creation of charges.

20. NCLAT removed the protection

Paras 21–23: NCLAT dismissed RAKIA's appeals and separately allowed the respondents' cross-appeal, thereby expunging the protective directions granted by the NCLT.

21. Supreme Court's conclusion

Para 69: Considering the transactions during the pendency of execution and the genuine apprehension of the decree-holder, the Supreme Court held that the protective order granted by the NCLT ought not to have been disturbed by the NCLAT.

VII. SECURITY

22. Existing security

Para 72: The decree value including interest as on 23 July 2026 was approximately ₹949.96 crores. Security already furnished was approximately ₹231.70 crores, besides title deeds of the Medchal Land. The Court provisionally valued that land at ₹250 crores for the purposes of the proceedings, subject to proper valuation by the executing court.

23. Additional ₹200 crore security

Para 73: The Supreme Court directed the respondents to furnish additional security of ₹200 crores within two weeks. Encashment of the security was made subject to the outcome of the pending execution proceedings.

VIII. CORPORATE VEIL — QUESTION LEFT OPEN

24. No final adjudication

Para 74: The Court expressly left open the question whether NP's family-controlled entities constituted a unified structure whose assets could be reached for satisfaction of the foreign decree. The question of lifting the corporate veil was also expressly left to the Commercial Courts.

25. Prima facie observations not binding

The Commercial Courts were expressly declared not bound by the opinion expressed in the Supreme Court's order or by the impugned orders of the High Court, NCLT and NCLAT on these questions.

This is important: the Supreme Court's observations concerning pervasive control and possible dissipation were protective/interlocutory, not a final finding piercing the corporate veil.

IX. RATIO DECIDENDI

Ratio 1 — Undertaking

A statement made before a court constitutes an undertaking capable of founding contempt only where, on a proper construction of its language and surrounding circumstances, it conveys a clear and binding commitment. A mere statement of present intention or clarification cannot be converted into an implied undertaking.

[Paras 57–59]

Ratio 2 — Contempt

Contempt jurisdiction must be exercised with great care and circumspection. Where the alleged undertaking is ambiguous or absent, contempt cannot be founded upon an assumed or implied obligation.

[Paras 57–60]

Ratio 3 — Foreign decree

A decree of a superior court of a reciprocating territory is prima facie executable under Section 44A CPC, and the principle of comity of courts requires Indian courts to give due weight to such decree while ensuring that its execution is not rendered illusory.

[Paras 62, 65]

Ratio 4 — Protective jurisdiction

Even where contempt is not established, the surrounding conduct may justify protective interim measures if it creates a genuine apprehension that the decree-holder may otherwise be left with a paper decree.

[Paras 61–63, 66–71]

Ratio 5 — Corporate veil

A prima facie apprehension of pervasive family control and asset dissipation may justify interim protection, but the ultimate question whether separate corporate personality should be disregarded and the assets of related companies reached in execution must be decided by the executing court on pleadings and evidence.

[Paras 64, 66, 74]

X. CONCLUSION

26. Contempt appeal

The Supreme Court upheld the High Court's finding that no contempt was made out because IQuest's statement was not an unconditional undertaking. Consequently, contempt could not be imposed upon the other respondent entities on that basis. [Paras 59–60]

27. Protection of decree-holder

At the same time, the Court found the decree-holder's apprehension of asset dissipation to be genuine enough to warrant continued protection. The status quo was therefore not to be vacated without adequate security. [Paras 63, 69, 71]

28. Additional security

The respondents were directed to furnish ₹200 crores additional security within two weeks, over and above the security/assets already deposited. [Para 73]

29. Corporate veil left open

The question whether NP's family-controlled entities form a unified structure and whether their assets can ultimately be reached in execution was expressly left open for the Commercial Courts. [Para 74]

30. Expeditious execution

The Commercial Courts at Hyderabad and Ranga Reddy were directed to take up the main execution petitions and pending applications and decide them at the earliest and, in any event, within four months. [Para 75(vii)]

FINAL LEGAL PROPOSITION

The judgment is best understood as drawing a clear line between contempt and protective execution jurisdiction:

No clear undertaking → no contempt.