Shefali Agrawal And Anr & Ors. vs M/S Stone Age Pvt .Ltd & Ors. & Ors.
- Court
- National Company Law Appellate Tribunal
NATIONAL COMPANY LAW APPELLATE TRIBUNAL
PRINCIPAL BENCH, NEW DELHI
Company Appeal (AT) No. 383 of 2026
[Arising out of Order dated 10.09.2026 passed by the Adjudicating Authority
(National Company Law Tribunal, Jaipur Bench) in IA (CA) NO.
53/JPR/2026 in CP NO. 78/241-242/JPR/2018]
IN THE MATTER OF:
Shefali Agarwal
12, Kingswood Avenue, Hampton,
Middlesex, United Kingdom – TW12 3AU,
Through Power of Attorney Holder
Mrs. Chandra Mathur,
Flat 102, Tulip Residency,
C-19, Jagraj Marg, Bapu Nagar,
Jaipur, Rajasthan – 302015
…Appellant
Versus
M/s Stone Age Pvt. Ltd.
R/o: Gram Saipura, Post Shikarpura,
Diggi, Malpura Road, Sanganer,
Jaipur, Rajasthan
…Respondent No. 1
Mr. Sanjeev Agarwal
R/o: 9, NRI Colony, Sector 2,
Raj Angan, Pratap Nagar,
Tonk Road, Jaipur – 302033
…Respondent No. 2
Mr. Pawan Khandelwal
R/o: C-709-710, Felicity Emerald,
Sewage Farm, Opp. Shyam Nagar,
Sodala, Sanganer, Jaipur – 302015
…Respondent No. 3
Mr. Ghanshyam Agarwal
R/o: B-189A, University Marg,
Bapu Nagar, Jaipur – 302015
…Respondent No. 4
Shri Rama Krishna Stonex Pvt. Ltd.
R/o: F-87 & 88, Paryavaran Road,
IV Phase, RIICO Industrial Area,
Kishangarh, Rajasthan
…Respondent No. 5
Nandankanan Barter Pvt. Ltd.
R/o: 85, Netaji Subhas Road,
S. Hare Street, Kolkata,
West Bengal – 700001
…Respondent No. 6
Brett Plastics Pvt. Ltd.
5, Kitab Mahal, 192, Dr. D.N. Road,
Fort, Mumbai, Maharashtra – 400001
…Respondent No. 7
Mr. Anshu Pawan
R/o: C-709-710, Felicity Emerald,
Sewage Farm, Opp. Shyam Nagar,
Sodala, Sanganer, Jaipur – 302019
…Respondent No. 8
Mr. Sandeep Kumar Jain
(Registered Valuer, IBBI Regn. No.
IBBI/RV/03/2019/12410),
Company Secretary, Arms &
Associates LLP, E-252,
Vardhman Marg, Opp. Jyoti Nagar
Gate No. 2, Lalkothi Scheme,
Jaipur – 302005, Rajasthan
…Respondent No. 9
Present:
For Appellan : Mr. Rahul Jajoo and Mr. Siddharth Bapna,
Advocates.
For Respondents : Mr. Shashank Sharma, Mr. Vishesh Kalra and Ms.
Malika Kumari, Advocates for R-2 to 8.
J U D G M E N T
Per Justice Sharad Kumar Sharma, Member (Judicial)
1. The brief facts of the case are that the
Appellant herein happens to be the Petitioner in the proceedings under
Sections 241 and 242 of the Companies Act, 2013, which stood determined
by the learned Tribunal by an Order that was passed on 12.10.2023. The
learned Tribunal, while considering the respective status of the parties with
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regard to the shareholding of the heirs, had ultimately decided the controversy
by the said judgment dated 12.10.2023, observing thereof as under: -
“..49.1. The Respondent Company shall appoint a
Registered Valuer, within 7 days from the date of this
order for valuation of the shares of the Respondent
Company as on 12.10.2023. For the purpose of
valuation, the Registered Valuer shall not consider the
acquisition of M/s Orvi Design Studio as the decision
undertaken in the EOGM dated 18.11.2021 has not
been implemented. Among other things, the valuation
report shall include the price per share. The
Registered Valuer shall provide a soft copy of the
valuation report to respective parties and their
counsels within a period of 10 days from the date of
this Order. The same shall be placed before this
Tribunal also. The fees of the Registered Valuer shall
be borne by the Respondent Company in addition to
any incidental expenses. The parties, if required, may
make their respective submissions before the
Registered Valuer, who shall make such independent
enquiry. The Registered Valuer, as necessary for the
limited purposes of valuation, shall have the liberty to
use the requisite information from not only the
professionals but also the respective personnel of the
Respondent Company.
49.2. The Respondent Company and the other
Respondents herein shall buy-out the entire
shareholding of the Petitioner of 1,24,000 Equity
Shares which includes the 62,000 equity shares,
which the Petitioner possesses and 62,000 equity
Comp. App. (AT) No. 383 of 2026
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shares which the Petitioner was entitled to at the time
of issuance of rights issue on 07.07.2017.
49.3. The total amount payable to the Petitioner by the
Respondents i.e. the Exit Consideration shall be
computed as follows:
49.3.1. The value per share of the Respondent
Company shall be based on the valuation
report filed by the Registered valuer in
compliance of Para 49.1. or the valuation as per
valuation report dated 14.10.2021, whichever
is higher. The Report dated 14.10.2021
mentioned the face value of the equity shares
of the Respondent Company as Rs. 500/-
(Rupees Five Hundred Only) per share. If the
Report filed by the Registered Valuer,
appointed by this Order, mentions any amount
higher than Rs. 500/- (Rupees Five Hundred
Only) per share, in that case, the said amount
shall be considered as the value per share for
the exit consideration.
49.3.2. The Petitioner shall be paid the amount
equivalent for buyout of 62,000 shares on the
basis of the value per share determined as
above. (A)
49.3.3. For the 62,000 shares which the
Petitioner was entitled to during the rights
issue, the Petitioner shall be entitled to receive
the enhanced value of the shares i.e. the value
per share reduced by the amount which the
Petitioner would have paid during the
subscription of shares being Rs. 110/-. For
ease of reference, it is elaborated that
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assuming the value of one share is ‘X’, the
Petitioner shall be paid an amount of Rs. X (–)
Rs. 110/- per share. (B)
49.3.4. Thus, the exit consideration for the
Petitioner shall be the sum of the following:
(A) the total value of shares for the
62,000 shares, the ownership of which
lies with the Petitioner (Part I of Exit
Consideration) and
(B) the total value of shares for the
62,000 shares, entitled to the Petitioner
by rights issue, where the value per
share is the enhanced value per share
(Part II of Exit Consideration).
49.4. The Part I of the Exit Consideration shall be
payable by the Respondents in the present matter.
The First option to buy-back the 62,000 shares of the
Petitioner shall lie with the Respondent Company;
thereby leading to buy-back of shares and consequent
reduction in share capital. If the Respondent
Company does not wish to buy back the Shares of the
Petitioner, the option would lie with the Respondent
No. 2 or other Respondents to buy the 9.92%
shareholding of the Petitioner at the exit consideration
mentioned above. A detailed report regarding the
payment schedule shall be placed before this Tribunal
within 21 days from the date of this Order by the
Respondents. It is also directed that the complete
payment towards the exit consideration as mentioned
in the report shall be made within 6 months from the
date of the detailed report filed by the Respondents.
Comp. App. (AT) No. 383 of 2026
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49.5. Part II of the Exit Consideration shall
simultaneously be payable by the Respondent
Company to the Petitioner within a period of 6 months
from the date of this Order. The aforesaid direction
shall include payment of dividends declared on
62,000 shares from the date of issuance of Rights
Issue on 07.07.2017 till the date of this Order by the
Respondent Company to the Petitioner. A detailed
report regarding the payment schedule shall be
placed before this Tribunal within 21 days from the
date of this Order by the Respondents. It is also
directed that the complete payment towards the exit
consideration as mentioned in the report shall be
made within 6 months from the date of the detailed
report filed by the Respondents.
49.6. The Petitioner shall within 15 days from the
date of this order, inform the details of a separate
bank account, in which the Primary Holder is the
Petitioner, to the Respondent Company for the
payment of exit consideration.
49.7. The Petitioner shall deposit its entire
shareholding i.e. the 62000 shares, along with duly
executed transfer forms with the Respondent
Company within 60 days from the date on which the
Valuation Report is served upon them. The existing
Statutory Auditors of the Respondent Company shall
assist the parties to the present case in undertaking
the said exercise.
49.8. The parties herein are directed to ensure proper
functioning of the Respondent Company during the
aforesaid period including carrying out the necessary
duties towards statutory and financial compliances.
Comp. App. (AT) No. 383 of 2026
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The representatives of the Respondent Company shall
file bi–monthly reports informing this Tribunal of the
ensuing developments.
49.9. Parties are at liberty to approach this Bench, as
and when necessary, for any further orders and
appropriate directions for the purposes of giving effect
to this Order…”
2. In a nutshell, in the proceedings of the Company Petition, the learned
Tribunal, while determining the rights of the parties, concluded and left it
open for a registered valuer to be appointed for the purposes of current
valuation of the shares of the Company, as it was standing on 12.10.2023,
with certain exceptions those were carved out by the Order to not to consider
the acquisition of certain assets and the decision of the EoGM as taken on
18.11.2021, which, according to the finding recorded, had never been
implemented. However, so far as the directions given therein relate to the
appointment of the registered valuer, the Tribunal observed that any changes
which are made in the shareholding pattern of the Respondent, including for
the purposes of the interlocutory applications, it was left open that the parties
would be at liberty to approach the learned Adjudicating Authority for any
further orders or appropriate directions. Based upon the directions given in
the judgment dated 12.10.2023, a valuation report was submitted by the
Registered Valuer on 14.07.2026.
3. Aggrieved by the Order dated 12.10.2023, as passed by the learned
NCLT, Jaipur Bench, in CP No. 79/241-242/JPR/2018, a Company Appeal
was preferred before this Tribunal, being Company Appeal (AT) No. 225 of
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2023, wherein the Appellant, while expressing her grievances before this
appellate tribunal against the Order dated 12.10.2023, submitted that since
she was a resident of the United Kingdom, holding 31% shareholding in the
Respondent No. 1 Company and being a whole-time director of M/s Stone Age
Pvt. Ltd., she continued to enjoy the said position till 01.03.2017. But due to
matrimonial discord between the Appellant and Respondent No. 2, her
husband, divorce petition proceedings were taken up before the Family Courts
of the United Kingdom on 25.05.2012, with parallel proceedings, being drawn
in the Courts of India on 05.06.2012. As a result of the divorce having been
granted between the Appellant and Respondent No. 2, who was the Chairman
and Managing Director of the Respondent No. 1 Company, the Appellant was
removed from the whole-time directorship of the Company. On 25.07.2012,
and thereafter, the Appellant never offered herself for reappointment as
director of the Company.
4. It is alleged by the Appellant in the proceedings of the Company
Petition, as aforesaid, that the Respondent, as a consequence of the decisions
taken in the divorce proceedings, with the intent to harass the Appellant, had
further allotted 2 lakh 25 thousand shares to various allottees, to the
exclusion of the Appellant, thereby diluting the shareholding standing of the
Appellant from 17% to a meagre 9.92%, which, the Appellant contends that,
that has been held to be illegal by the learned Tribunal, and the Appellant's
shareholding was directed to be restored to 17%. The learned Adjudicating
Authority, by the impugned Order dated 12.10.2023, had allowed the
Company Petition in part, restored the shareholding of the Appellant to 17%,
Comp. App. (AT) No. 383 of 2026
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and directed the Respondent to buy out the shareholding of the Appellant
before any illegal dilution takes place. The challenge in the Appeal, to the
impugned Order dated 12.10.2023 was limited to the extent of the findings
recorded in the Order to the following effect:-
“…a. The Learned NCLT held that the burden of proof
to show notice of meetings was not served on the
Appellant for meetings where she was ousted from
directorship and her shareholding was diluted lay
exclusively on her;
b. The Learned NCLT held that since the Appellant did
not offer herself to be re-appointed, the Appellant was
legitimately not appointed as a Director of the
Respondent No.1;
C. The Learned NCLT held that since the Appellant
was diluted in the year 2013 on account of a business
exigency of the Respondent No.1;
d. The Learned NCLT held that the issue of ouster
from directorship and the issue of dilution of shares
in the year 2013 was barred by the law of limitation;
and that the Appellant had herself admitted that she
was an ex-Director of the Respondent No. 1 Company
in an email addressed by her;
e. The Learned NCLT held that the shares of the
Appellant ought to be bought out by the Respondent
No.1 Company…”
5. In the Company Appeal that was filed by the Appellant against the
judgment dated 12.10.2023, the Appellant prayed for the following reliefs: -
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“In view of the facts mentioned, the Appellant humbly
prays for the following relief (s):
a. Allow the present appeal;
b. This Hon’ble Tribunal be pleased to allow this
Appeal and set aside the order dated 12.10.2023
passed by the National Company Law Tribunal,
Jaipur Bench, in CP No. 79/241-242/JPR/2018
under the provisions of Section 421 of the Companies
Act, 2013 to the extent that it adjudicates against the
Appellant in respect of (a) ouster from directorship in
the year 2012; (b) dilution of shares pursuant to the
meeting dated 22.07.2013 and (c) to the extent of
buyout of the Appellant's share by the Respondent
No.1;
c. As a consequence of the order passed pursuant to
prayers passed, restore the directorship of the
Appellant in the Respondent No.1 and restore the
shareholding of the Appellant to 31% as held by her
as on 31.03.2012;
d. Pass such other order or orders as this Hon'ble
Tribunal deems fit in the facts and circumstances of
the matter.”
6. Primarily, the relief that was sought was to set aside the Order dated
12.10.2023 to the extent it determined the ouster of the Appellant from the
directorship in the year 2012, dilution of shares pursuant to the meeting of
27.07.2013 and, more importantly, the extent of buyout of the Applicant’s
shares by Respondent No. 1. Further, a consequential relief was sought, that
an Order may be passed to restore the directorship of the Appellant, in
Comp. App. (AT) No. 383 of 2026
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Respondent No. 1 Company and to restore the shareholding of the Appellant
to 31%, as it was initially held by her as on 31.03.2012.
7. The Company Appeal (AT) No. 225 of 2023, challenging the impugned
Order dated 12.10.2023, was considered by this Tribunal, and while
considering the implication of what would be the scope of the appellate
jurisdiction, as to whether the issues raised on the grounds agitated before
the learned Adjudicating Authority, could be magnified or restricted to be
considered in the appeal, this Tribunal observed that, in the light of the ratio
propounded by the Hon’ble Apex Court in the judgment reported in 2010 Vol.
IV SCC 518, State of Maharashtra v. Hindustan Construction Co. Ltd. ,
the appeal itself cannot be placed beyond the ambit of the case, that was and
has been considered by the learned Tribunal.
8. The issue with which we would be concerned, and which was touched
upon in the earlier judgment of this Tribunal too, as rendered on 14.05.2026,
was with regard to the finding recorded pertaining to the valuation made by
the Registered Valuer for determining the fair value of shares. In relation
thereto, this Tribunal in its judgment of 14.05.2026 had made the following
observations: -
“29. Lastly on directions of the Ld. NCLT regarding
valuation, we are of the view it requires no
interference as it mandates the appointment of an
independent registered valuer for determining the fair
value of shares of Respondent No.1 as on 12.10.2023,
which specifically excludes the acquisition of M/s Orvi
Comp. App. (AT) No. 383 of 2026
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Design Studio, since was acquired later. In any case
the Ld. NCLT had directed the appellant may make
submissions, if any, before the Valuer or the Ld.
NCLT, if any, further order or directions to give effect
to the order are required.
30. Basis the impugned order, the appointment of the
registered valuer was done and the exercise of
valuation was carried out and a draft valuation report
was placed before the Ld. NCLT with a copy to the
Appellant. Despite the Ld. NCLT granting, inter alia,
the Appellant two opportunities to make submissions
before the registered valuer and before the Ld. NCLT,
she chose not to avail any opportunity and on the
contrary, had challenged the valuation before this
Tribunal. The appellant has not made any
substantive ground for deserving a relief with respect
to the issue of valuation and the grounds raised are
generic in nature. Even otherwise, the valuation report
leaves no room for any further revaluation considering
the methods which are prevalent have been adopted
and adequately applied.
31. In such circumstances, the appellant cannot now
be permitted to challenge the valuation mechanism at
the appellate stage. The directions of the Ld. NCLT are
clear and leave no scope for re-agitation of issues. The
grievances taken afresh, ought to have been
addressed before the Ld. NCLT itself. In view thereof,
no interference in the impugned order is warranted by
this Tribunal. Appeal is accordingly dismissed.
Pending applications, if any, are also disposed of.”
Comp. App. (AT) No. 383 of 2026
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9. Meaning thereby, from an overall prospective of the judgment, if we
determine the consequential effect of the findings recorded in Paras 29, 30
and 31 of the judgment dated 14.05.2026, it would be, that this Tribunal has
attached finality to the earlier valuation report submitted by the Valuer so
appointed by the judgment dated 12.10.2023, by making a specific
observation, that the appointment of the Registered Valuer was in consonance
with the expressions given by the parties in the proceedings these were carried
before the learned NCLT. It was observed therein that, since the Appellant was
given two opportunities to make submissions before the Registered Valuer,
but the Appellant had not availed of the opportunity to place their version
before the valuer and had rather challenged the valuation, the Tribunal upon
adjudication had attached finality to the valuation report, which was
considered in the judgment of 12.10.2023. Hence, in view of the specific
findings recorded by this Appellate Tribunal, despite the same being called for
to be invited from the Appellant by the NCLT.
10. These findings recorded in Paras 29, 30 and 31 as recorded in the
judgment of 12.10.2023, closes the controversy pertaining to the Valuer,
including the aspects pertaining to appointment of the Valuer and the
submission of its report in pursuance of the Order dated 12.10.2023, as
passed in CP No. 79/241-242/JPR/2018. The same for all practical purposes
would be deemed to have attained finality and cannot be permitted to be re-
agitated at this stage. These findings recorded by this Tribunal vide its
judgment dated 14.05.2026 were challenged by the Appellant before the
Hon’ble Apex Court by filing Civil Appeal No. 9015 of 2026 , Shefali Agarwal
Comp. App. (AT) No. 383 of 2026
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v. M/s Stone Age Pvt. Ltd., and the Hon’ble Apex Court on 04.08.2026 has
passed the following Order:-
“1. Having heard the learned counsel appearing for
the appellant and having gone through the materials
on record, we find no good ground to interfere with the
impugned Order passed by the National Company
Law Appellate Tribunal, Principal Bench, New Delhi in
Company Appeal (AT) No.225/2023.”
11. It is argued by the Respondent that, owing to the findings recorded by
this Appellate Tribunal and the Order that was passed by the Hon’ble Apex
Court on 04.08.2026, there was no scope left open for the Appellant to re-
agitate the cause or any issue that would be touching upon the Valuer’s report
or the valuation given therein. Hence, the said chapter cannot be permitted
to recurringly agitated by the Appellant, owing to her own conduct of
acceptance of the valuer’s report in the earlier proceedings without raising
any objection and having solicited the appellate judgment dated 14.05.2026,
which has attained finality by virtue of the judgment of the Hon’ble Apex Court
dated 04.08.2026, as rendered in Civil Appeal No. 9015 of 2026.
12. Learned counsel for the Respondent submitted, that whatsoever the
reason be the reiteration of the entire issue is being sought by the Appellant
by filing IA (CA) No. 53/JPR/2026, in fact, all the grounds that comprises
the material those were already considered by this Tribunal in its Appellate
judgment dated 14.05.2026, as well as by the Hon’ble Apex Court judgment
of 04.08.2026, providing it a confirmation on merits. He submits that all
grounds, documents and pleadings raised by the Appellant in IA (CA) No.
Comp. App. (AT) No. 383 of 2026
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53/JPR/2026, they all found reference in the Appeal preferred by the
Appellant before the Hon’ble Apex Court and, as such, those cannot be fished
out from those proceedings which were agitated before the Hon’ble Apex
Court, to be taken as the basis for filing IA (CA) No. 53/JPR/2026. In relation
thereto, the relevant extract of the pleadings raised by the Appellant before
the Hon’ble Apex Court, in the Civil Appeal No. 9015 of 2026, is given
hereunder: -
“…c. The Appellant seeks leave of this Hon’ble Court
to place on record the valuation of the four (4)
properties, which as per the information of the
Appellant, owned by the Respondent No. 1 company.
The Respondent No. 1 company has not mentioned all
the properties in the valuation report and the properties
mentioned by the Respondent No. 1 company in
valuation report are at book value not market value and
some properties are omitted from the valuation report.
If the market valuation of these four properties is used
to correctly value the properties, the per share price
would increase to INR 2,222.20/- per share i.e. a near
four times increase from the current share price being
given to the Appellant.”
“d. The Appellant is seeking to place on record a brief
note, which has been prepared by a Chartered
Financial Analyst (CFA), after going through the
valuation report dated 22 October 2023. The Appellant
does not have access to the exhaustive list of properties
as she was kept out of the process of valuation. The
purpose of this note is to enable this Hon’ble Court to
understand the flaws in the valuation report prepared
Comp. App. (AT) No. 383 of 2026
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at the instance of Respondent No. 2, who is the
Chairman of the Respondent No. 1 company. The
Hon’ble NCLAT has expressly observed in the
Impugned Order that the Appellant is precluded from
challenging the valuation report before the NCLT on
account of delay in filing the objections. The Appellant
had challenged the direction of the Ld. NCLT to enforce
a compulsory buy out of the Appellant’s shareholding
of 17% by filing a company appeal before the Hon’ble
NCLAT. Since the challenge to the compulsory buyout
as well as the direction of the Ld. NCLT directing the
Respondent No. 1 to appoint a valuer despite holding
the same company guilty of oppression of the Appellant
as minority shareholder of the said company, there was
no reason for the Appellant to start parallel and
contradictory proceedings before the Ld. NCLT. As the
Hon’ble NCLAT has rejected the Appellant’s challenge
to the direction of the Ld. NCLT Jaipur, directing the
Respondent No. 1 to appoint a valuer, the same is under
challenge before this Hon’ble Court.”
13. To meet the aforesaid objections raised by the counsel for the
Respondent, that there had been a concurrent finding of facts which has been
recorded by this Tribunal, as well as, by the Hon’ble Apex Court and that the
said issue cannot be permitted to be rejuvenated now on the basis of the
application preferred by the Appellant, it is argued to the contrary by the
Appellant, contending that the judgment of the Hon’ble Apex Court dated
04.08.2026 cannot be taken as an adjudication that was made on merits and,
hence, the determination made therein, since it was not a determination on
Comp. App. (AT) No. 383 of 2026
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the merits of the matter, there would not bar in filing of an application, IA
(CA) No. 53/JPR/2026. In relation thereto, the learned counsel for the
Appellant had referred to the judgment rendered by the Hon’ble Apex Court,
reported in 2000 Vol. VI SCC 359, Kunhayammed & Ors. v. State of
Kerala, and had particularly drawn the attention of this Tribunal to the ratio
laid down is Para No. 40 and 41 of the said judgment, which is extracted
hereunder:-
“40. A petition seeking grant of special leave to appeal
may be rejected for several reasons. For example, it
may be rejected (i) as barred by time, or (ii) being a
defective presentation, (iii) the petitioner having no
locus standi to file the petition, (iv) the conduct of the
petitioner disentitling him to any indulgence by the
court, (iv) the question raised by the petitioner for
consideration by this Court being not fit for
consideration or deserving being dealt with by the
Apex Court of the country and so on. The expression
often employed by this Court while disposing of such
petitions are — “heard and dismissed”, “dismissed”,
“dismissed as barred by time” and so on. May be that
at the admission stage itself the opposite party
appears on caveat or on notice and offers contest to the
maintainability of the petition. The Court may apply its
mind to the meritoriousness of the petitioner's prayer
seeking leave to file an appeal and having formed an
opinion may say “dismissed on merits”. Such an order
may be passed even ex parte, that is, in the absence
of the opposite party. In any case, the dismissal would
remain a dismissal by a non-speaking order where no
reasons have been assigned and no law has been
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declared by the Supreme Court. The dismissal is not of
the appeal but of the special leave petition. Even if the
merits have been gone into, they are the merits of the
special leave petition only. In our opinion neither
doctrine of merger nor Article 141 of the Constitution is
attracted to such an order. Grounds entitling exercise
of review jurisdiction conferred by Order 47 Rule 1 CPC
or any other statutory provision or allowing review of
an order passed in exercise of writ or supervisory
jurisdiction of the High Court (where also the principles
underlying or emerging from Order 47 Rule 1 CPC act
as guidelines) are not necessarily the same on which
this Court exercises discretion to grant or not to grant
special leave to appeal while disposing of a petition for
the purpose. Mere rejection of a special leave petition
does not take away the jurisdiction of the court,
tribunal or forum whose order forms the subject-matter
of petition for special leave to review its own order if
grounds for exercise of review jurisdiction are shown
to exist. Where the order rejecting an SLP is a speaking
order, that is, where reasons have been assigned by
this Court for rejecting the petition for special leave and
are stated in the order still the order remains the one
rejecting prayer for the grant of leave to appeal. The
petitioner has been turned away at the threshold
without having been allowed to enter in the appellate
jurisdiction of this Court. Here also the doctrine of
merger would not apply. But the law stated or declared
by this Court in its order shall attract applicability of
Article 141 of the Constitution. The reasons assigned
by this Court in its order expressing its adjudication
(expressly or by necessary implication) on point of fact
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or law shall take away the jurisdiction of any other
court, tribunal or authority to express any opinion in
conflict with or in departure from the view taken by this
Court because permitting to do so would be subversive
of judicial discipline and an affront to the order of this
Court. However, this would be so not by reference to
the doctrine of merger.
41. Once a special leave petition has been granted, the
doors for the exercise of appellate jurisdiction of this
Court have been let open. The order impugned before
the Supreme Court becomes an order appealed
against. Any order passed thereafter would be an
appellate order and would attract the applicability of
doctrine of merger. It would not make a difference
whether the order is one of reversal or of modification
or of dismissal affirming the order appealed against. It
would also not make any difference if the order is a
speaking or non-speaking one. Whenever this Court
has felt inclined to apply its mind to the merits of the
order put in issue before it though it may be inclined to
affirm the same, it is customary with this Court to
grant leave to appeal and thereafter dismiss the
appeal itself (and not merely the petition for special
leave) though at times the orders granting leave to
appeal and dismissing the appeal are contained in the
same order and at times the orders are quite brief.
Nevertheless, the order shows the exercise of appellate
jurisdiction and therein the merits of the order
impugned having been subjected to judicial scrutiny of
this Court.”
Comp. App. (AT) No. 383 of 2026
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14. What he intends to argue is that, where a decision is taken by the
Hon’ble Apex Court in respect of an Order passed by a subordinate court, by
way of summary dismissal, the principle of merger will not apply. As such,
the Appellant argues that the Order of the Hon’ble Apex Court dated
04.08.2026 accordingly to appellant since is not a determination on merits,
and the guiding principles laid down in Para 40 of the judgment in
Kunhayammed & Ors. v. State of Kerala, supra, would apply, there would be
no bar under law to sustain the subsequent applications for same or almost
same application.
15. We are not in agreement with the Appellant for the following reasons:-
i. All the grounds that have been taken by the Appellant in the
Application, which had been the subject matter of consideration in the
impugned Order dated 10.09.2026, were already placed before the
Hon’ble Apex Court, hence it will be deemed that the Hon’ble Apex Court
was conscious of the grounds taken in the Civil Appeal and then only it
had rendered its judgment on 04.08.2026. In view of the above, the
same cannot be permitted to be re-agitated by Appellant by filing IA (CA)
No. 53/JPR/2026.
ii. If the Order dated 04.08.2026 of the Hon’ble Apex Court, itself is
taken into consideration, the Hon’ble Apex Court has made the
following observations: “Gone through material on record” and “we
find no good ground to interfere” . It gives sufficient expression, that
there would be a deeming presumption that the Hon’ble Apex Court did
Comp. App. (AT) No. 383 of 2026
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consider the material placed on record in the Civil Appeal before Hon’ble
court and it had then recorded its finding after having considered the
material on record for the purposes of dismissing the Civil Appeal by its
judgment dated 04.08.2026. If that be the situation, the present
Application, in the light of the findings recorded by the Hon’ble Apex
Court, would not be maintainable, as it would be barred by the
principles of res judicata .
iii. Since the issue has already been determined by the superior
court, the same issue or subject cannot be permitted to be reopened for
consideration by a subordinate Court by filing an application of the
nature under challenge.
16. To answer the principle of merger, as argued by the learned counsel for
the Appellant from the perspective, that the judgment of the Hon’ble Apex
Court dated 04.08.2026 is not a determination on merits, and hence the ratio
of Paras 40 and 44 of the judgment in Kunhayammed & Ors. v. State of Kerala
& Anr. will apply, the same is absolutely a misconception, for the reason being
that: (a) The Hon’ble Apex Court, in the said matter, while dealing with the
principles of merger, as to whether the judgment under challenge before the
Apex Court, would merge with the judgment of the Hon’ble Apex Court or not,
therein the Hon’ble Apex Court was exercising its jurisdiction under Article
141, to be read with Article 142 of the Constitution of India. It was altogether
an independent and distinct jurisdiction, unlike the appellate jurisdiction
prescribed under Section 62 of the IBC. Thus, the principle of merger, as
Comp. App. (AT) No. 383 of 2026
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determined therein, was in respect of orders where the proceedings were
dismissed in limine by the Hon’ble Apex Court, these ratios would not be
attracted particularly when the present proceedings happen to be under a
special statute, covered by a special appellate jurisdiction under Section 62
of the IBC. Hence, the ratio therein would not apply.
17. In that view of the matter, the question that ultimately emerges for
consideration is as to whether an application of the nature preferred by the
Appellant could at all be held to be maintainable. It was that after the decision
of the Hon’ble Apex Court dated 04.08.2026 in the earlier proceedings
attaching finality to valuation report, that the Appellant, for ulterior motives,
had filed the application, being IA (CA) No. 53/JPR/2026 in the Company
Petition. In the application thus preferred by the Appellant, under the affidavit
dated 25.08.2026, the Appellant had prayed for relief to the extent of issuing
a direction to the Valuer, i.e., Respondent No. 9 therein, to rectify the
mathematical error in the valuation report and also to undertake the
valuation exercise afresh. The relief as modulated by the Appellant is the IA
extracted hereunder: -
“It is, therefore, most respectfully prayed that the
present Application may kindly be accepted and
allowed and directions be issued to the registered
valuer, Respondent No.9, to rectify the patent
arithmetical error in the valuation report and also to
undertake the valuation exercise afresh after taking
into consideration the complete and accurate asset
base of the Respondent No. 1 Company;
Comp. App. (AT) No. 383 of 2026
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As a consequence thereof, the directions issued
by this Hon’ble Tribunal vide Order dated 12.10.2023
for buyout of the shares held by the applicant be
directed to be carried out in accordance with such
revised valuation of shares having in arrived at after
considering the complete and accurate asset
Respondent No.1 Company and correcting the
apparent arithmetic and mathematical error in
valuation;
It is further prayed that in the meantime and
call final adjudication of the instant Application the
already determined by the valuer be remitted to the
applicant forthwith in the Interest of justice.
In the event, the applicant is held entitled to any
further sums/amounts as a consequence of disposal
of the present application, the same be deposited at a
later stage in pursuance to such directions as may be
issued by this Hon’ble Tribunal.
It is further prayed that such further orders or
directions be issued in favour of the applicant by this
Hon'ble Tribunal as may be deemed just, fit and
proper in the facts and circumstances of the case and
in the interest of justice.”
18. On a simple logic, whether such an application at a belated stage would
at all be maintainable, which tantamounts to tacitly sitting over the judicially
determination already made qua the “Valuer’s Report”, by this Tribunal in its
Appellate judgment dated 14.05.2026, as affirmed by the Hon’ble Apex Court
by the judgment dated 04.08.2026, as it would amount to carrying out the
proceedings contrary to the issue, that has already been affirmed up to the
Comp. App. (AT) No. 383 of 2026
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Apex Court, and more particularly, in the light of the findings recorded in
Paras 29 to 31 of the Appellate Court’s judgment, affirmed by the Apex Court.
19. In fact, the sole objective of the Appellant, by filing such type of an
application at a belated stage, had been to take a de novo advantage of
reassessing the valuation has already been assigned in the Valuer’s report in
order to gain an untoward leverage, which otherwise the Appellant had
already waived off by her conduct, as she had not availed the opportunity at
the relevant stage when the Adjudicating Authority had called upon the
Appellant to file her objections against the Valuer’s report. The same was not
availed by the Appellant, and she voluntarily carried on to face the
proceedings on the basis of the valuation report, which culminated by the
judgment of 12.10.2023.
20. Entertainment of such type of an application at this belated stage will
be an apparent abuse of process, because all judicial proceedings are logically
to be brought to an end at some point in time, and the attempt made to reopen
the proceedings, particularly to solicit further observations on the Valuer’s
report, as intended to be ventured into by the application, was rightly declined
to be interfered with by the learned Tribunal by the impugned Order dated
10.09.2026. As entertainment of the application would result in grafting in
the valuation as already determined and considered, because it could not
have been considered without disturbing the earlier valuation report.
21. Coming to the findings that has been recorded by the learned Tribunal,
while determining the said application, the Ld. Tribunal, while passing the
Comp. App. (AT) No. 383 of 2026
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impugned Order, took cognizance of the earlier determination made qua the
Valuer’s report, rejected the application, and rightly so, for the reason that, if
at all any issue was required to be ventured into by the Appellant, it could
have been on merits by invoking the observations made in Para 49.9 of the
Order dated 12.10.2023, where the parties were given liberty to approach the
Bench whenever any further orders or appropriate directions were required
for the enforcement of the Order dated 12.10.2023, and not otherwise.
22. The avenue left open by virtue of Para 49.9 would be read into as being
confined to the enforcement of the Order dated 12.10.2023, as affirmed up to
the Apex Court vide judgment dated 04.08.2026, but it cannot be made open
for its consideration with the objective of testing the Valuation Report, which
has been accepted and affirmed up to the Apex Court.
23. Thus, the reasoning assigned by the learned Tribunal while rejecting
the application, observing, that even in the Order dated 12.10.2023, at the
stage when the Valuer was directed to be appointed and to conduct the
valuation, the Appellant had an opportunity to make the respective
submissions before the Valuer, which could have facilitated the Valuer in
arriving at the appropriate valuation, was rightly considered in furtherance of
Para 49.1 of the Order dated 12.10.2023.
24. Owing to the aforesaid facts, we are of the view that the proceedings
before the Court cannot be permitted to be misused and abused. When the
Appellant has filed and exhausted her judicial remedies against the Order
appointing the Valuer and against the findings recorded with respect to the
Comp. App. (AT) No. 383 of 2026
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Valuation Report, she cannot be permitted to reopen the same by filing an
application being IA (CA) No. 53/JPR/2026. The same has been rightly
rejected by the impugned Order. The Company Appeal lacks merit and is
accordingly dismissed.
25. All pending interlocutory applications would stand closed.
[Justice Sharad Kumar Sharma]
Member (Judicial)
[Arun Baroka]
Member (Technical)
[Indevar Pandey]
Member (Technical)
NEW DELHI
th
29 October, 2026
rashmi
Comp. App. (AT) No. 383 of 2026
26 of 26