Krishan Kumar Bhargava vs Caxton Press Private Limited & Ors & Ors

IN THE MATTER OF: Krishan Kumar Bhargava ...Appellant Versus Caxton Press Pvt. Ltd. & Ors. ...Respondents Present: For Appellant : Mr. Abhimanyu Bhandari, Sr. Advocate with Mr. Arjun Syal and Mr. Sahib Kochhar, Advocates.

For Respondents : Mr. Abhishek Anand, Mr. Karan Kohli, Ms. Shristy Singh and Ms. Ridhima Mehrotra, Advocates for R-1.

Mr. Davinder N. Grover, Mr. Nakul Nagar and Mr. Shashank Sehgal, Advocates for R-2 & R-3.

Mr. Rajiv Shukla and Ms. Shivani Kapoor, Advocate for R-4.

ORDER

(Hybrid Mode)

06.08.2026 : The issue that engages consideration in the instant

Company Appeal, is whether, at all, after a final determination has been

made, in any main or miscellaneous proceedings, there would be scope for

an application for seeking a modification or clarification of an order passed

in concluded proceedings. Particularly when, such application may have the

effect of disturbing the principal order, without the same having been earlier

challenged by the aggrieved party before the regular appellate jurisdiction.

2. The facts that ultimately emerge for consideration in the instant

Company Appeal are, that the Appellant challenges the order dated

02.07.2026 that, was passed in CA 161 of 2026. As a consequence of the impugned order, the learned Tribunal had proceeded to reject the

application, observing that, it did not find any reasonable grounds to change

the auditor, as was intended by the said application.

3. The facts that emerge for consideration are that the Appellants have

filed Company Petition No. 44/241-242/PB of 2023 along with CA 66 of

2023, for the grant of interim relief, and an interlocutory application, viz.,

CA 67 of 2023 praying for removal of Respondent No. 4 as an auditor, under

Section 140(5), as well as other CA 344 of 2023 and CA 426 of 2023.

4. During the course of the proceedings, the learned NCLT was pleased

to appoint Hon'ble Justice (Retired) S. Muralidhar as the Mediator and

directed the parties to appoint a statutory auditor by consensus. However,

due to an intricate rift between the parties, they could not arrive at a

consensus, and consequently the reconciliation bid failed. This resulted in

the failure of the mediation process.

5. Thereafter, as a consequence of the reports submitted by the Hon'ble

Mediator regarding the failure of the mediation process, the proceedings of

the Company Petition was taken up on its merits and came to be decided by

judgment dated 19.09.2024. The learned NCLT, while disposing of the

Company Petition, had also considered and decided the aforesaid

interlocutory applications, owing to the consensus expressed by the parties.

By the said order, and as observed in paragraph No. 4 thereof, the learned

NCLT appointed Mr. Shiv Nandan Sharma Chartered Accountant, to

2 of 6 discharge his functions as the statutory auditor, qua the functioning of

Respondent No. 1.

6. The order dated 19.09.2024 has attained finality, as it has not been

challenged by any of the parties, since it was rendered on the basis of the

consent between them. The consent, so extended, also included the consent

for the purposes of appointment of the statutory auditor, as observed in

paragraph No. 4 of the said order.

7. The period of limitation for challenging the order dated 19.09.2024, if

at all the Appellant was aggrieved by it, would have been the statutory

period of limitation prescribed under law. Having failed to challenge the said

order on its merits, it would be deemed that the Appellant had acquiesced

his rights, of opting to file any Appeal.

8. Be that as it may, on 11.10.2024, the Appellant filed Restoration

Application No. 46 of 2024, seeking recall of the order dated 19.09.2024 on

the ground that the consent for the appointment of the Auditor was

erroneously treated as consent for the purposes of disposal of the Company

Petition.

9. The question that, would incidentally fall for consideration would be

as to whether, at all, a Restoration Application preferred by the Appellant

would be maintainable, when the order was passed by consent and had

been accepted by the Appellant without challenging the same by filing an

Appeal, and that too by attempting to carve out a clever distinction that, the

3 of 6 consent extended was for the appointment of the Auditor and not for the

disposal of the entire Company Petition.

10. The learned NCLT, by the order dated 11.06.2026, rejected the

Restoration Application, holding that there was no necessity to make any

alteration in the order 19.09.2024, on the basis of the grounds those were

taken in the Restoration Application. Since the dispute was inter se amongst

close relatives, the same was to be decided on the basis of an amicable

settlement. This order too, passed on Restoration Application No. 46 of 2024

in Company Petition No. 444/241-242/PB/2023, has attained finality, since

having not been challenged by any of the parties to the proceeding.

11. Despite facing the embargo of the order dated 19.09.2024 passed in

the Company Petition and the later order dated 11.06.2026 passed on the

Restoration Application, the Appellant is shown to have filed an application

being CA 161 of 2026, wherein the Appellant had sought to recall the order

passed on the Restoration Application and to modify the order dated

11.06.2026, limited to the extent of appointment of Mr. S.V. Kumar and

Company or any other auditor, in place of Mr. Shiv Nandan Sharma.

12. This application preferred on 26.06.2026 has been rejected by the

impugned order, against which the Appellant is before us. The application

has been rejected by the learned Tribunal.

13. The learned Tribunal held that since the Auditor's appointment has

been affirmed by the two consecutive orders referred to above and the

allegations that were levelled against the Auditor were without any sound

4 of 6 basis, the application, i.e., CA 161 of 2026, was declined to be ventured into

on merits.

14. Hence, the instant Company Appeal has been heard. Learned counsel

for the Appellant submits, and it is the Appellant's own case, that when the

main order was passed on 19.09.2024 in the Company Petition, the

appointment of the statutory Auditor was a fact admitted and the order was

passed on the basis of consent. Seeking its restoration, though not

permissible under law, since the order dated 19.09.2024 was a consenting

order on merits, the same could not have been revisited by filing CA 161 of

2026 seeking modification of the order alleged to have been passed on

11.06.2026 on the Restoration Application, because that too would

indirectly have a bearing of sitting over the order dated 19.09.2024 passed

in the Company Petition on merits of the matter.

15. Indirectly, the Appellant cannot be permitted to invoke the jurisdiction

of review of the order dated 19.09.2024 under the garb of CA 161 of 2026,

raising allegations against the statutory Auditor appointed and seeking his

change by soliciting an order to the said effect, as apparent, from the relief

sought in CA 161 of 2026.

16. Principally, this application itself was not maintainable and deserved

dismissal. There is no provision of review of an order. The challenge to the

same, in an indirect fashion by filing an application is not procedurally

sustainable, and hence, the dismissal of the same has been rightly done by

the learned NCLT, which does not call for any interference by this Tribunal

5 of 6 in exercise of our appellate jurisdiction against the impugned order dated

02.06.2026.

17. Thus, the Company Appeal lacks merit and the same is dismissed. All

interlocutory applications too would stand closed.

[Justice Sharad Kumar Sharma] Member (Judicial)

[Indevar Pandey] Member (Technical) rashmi/rr

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