Mehul Vyas vs Fiba Shipping Agency And 148 Others & Ors

[Arising out of the Impugned Order dated 25.06.2026 passed by the National Company Law Tribunal, Mumbai Bench in C.P. No. 265/(MB)/2017]

IN THE MATTER OF: Mehul Vyas Having address at: L-17, Dreams the Mall, L.B.S. Road, Bhandup (West), Mumbai - 400078 ...Appellant

Versus

Fiba Shipping Agency & Ors. ... Respondents

Present: For Appellant : Mr. Shubhranshu Padhi, Mr. Aman Varma, Ms. Riya Wasade, Mr. D. Girish Kumar and Ms. Minal Mishra, Advocates

For Respondents : Mr. Jay Savla, Sr. Advocate with Mr. Prabhat Chaurasia, Ms. Kenisha Savla and Mr. Inder Singh Mahara, Advocates for R- 1 to 122 & 124 to 138.

Ms. Meghna Rao, Mr. Abhishek Bose and Mr. Muffadal Paperwala, Advocates for R-146.

JUDGMENT

(Hybrid Mode)

[Per: Arun Baroka, Member (Technical)] The present Appeal is filed against the Judgment and Final Order dated

25.06.2026 ("Impugned Order") passed by the Ld. National Company Law

Tribunal, Mumbai Bench ("Ld. NCLT") in Company Petition No. 265/MB/2017

("Company Petition") filed under Sections 241 and 242 of the Companies Act,

2013 ("Act"), whereby the Ld. NCLT disposed of the Company Petition by

issuing wide-ranging directions restructuring the shareholding and

Company Appeal (AT) No. 342 of 2026 1 of 20 management of Dreams the Mall Company Limited ("the Company"). The

Impugned Order constitutes a new Board of Directors, directs re-

determination of the shareholding of more than 1,000 shareholders, and

authorizes the newly constituted Board to determine the rights and liabilities

of the shop owners/ shareholders, including the Appellant.

2. In one subsequent few paragraphs, we record the submissions of the

Appellant.

3. The Company Dreams the Mall Company Limited was incorporated on

10.05.2013 for the purpose of administration, management and maintenance

of Dreams the Mall, situated at L.B.S. Marg, Bhandup (West), Mumbai

("Mall"). Equity shares of the Company were allotted to more than 1,000

purchasers of commercial premises in the Mall, collectively holding

approximately 27,519 equity shares. The Appellant is one such shareholder,

being the owner of Shop Nos. L-17 and L-217B, in whose favour a Share

Certificate dated 02.07.2013 was issued. Subsequently, certain disputes

arose concerning the management and affairs of the Company, culminating

in the institution of Company Petition No. 265/MB/2017 ("Company

Petition") by certain shareholders by Fiba Shipping Agency through Mr. Nithin

Bangera ("Original Petitioner No. 1") on behalf of around 137 other shop

owners ("Original Petitioners") alleging acts of oppression and

mismanagement by the Company under Sections 241 and 242 of the Act.

Subsequently, by order dated 31.08.2018, the Ld. NCLT appointed Mr. Rahul

P. Sahasrabuddhe as the Administrator ("Administrator") to manage the

affairs of the Company pending adjudication of the Company Petition.

Company Appeal (AT) No. 342 of 2026 2 of 20 Thereafter, by order dated 10.12.2018, the Ld. NCLT directed recovery of

Common Area Maintenance ("CAM") charges from the shop owners at the rate

of ₹ 15/- per sq. ft. with effect from 01.09.2018. Being directly affected by the

proceedings, the Appellant, not being made a party to the Company Petition

was constrained to file Intervention Application No. 859/2019, seeking

impleadment in the Company Petition. The Appellant also disputed the

maintainability of the Company Petition, the representative capacity of the

Original Petitioners and the legality of recovery of CAM charges. The said

Intervention Application remained pending throughout the proceedings of the

Company Petition, and even at the time of passing of the Impugned Order.

While the Company Petition remained pending, the affairs of the Mall

underwent substantial changes. Serious allegations were made regarding the

functioning of the Administrator. The Appellant and several other shop

owners repeatedly brought to the notice of the Ld. NCLT regarding the

irregularities in the administration of the Mall. On 25.03.2021, a devastating

fire engulfed the Mall, rendering the premises commercially non-functional.

Consequent thereto, the Fire NOC and Occupation Certificate of the Mall were

revoked, and the Mall ceased to be fit for occupation. That the Administrator

was even arraigned as an accused in relation to the fire incident by the police

authorities. Despite these developments, vide order dated 19.05.2021, the Ld.

NCLT re-iterated the directions regarding recovery of CAM charges,

whereupon the Appellant preferred Company Appeal (AT) No. 58/ 2021 ("2021

Appeal"), before this Hon'ble Appellate Tribunal.

Company Appeal (AT) No. 342 of 2026 3 of 20

4. Parallelly, in the Company Petition, in view of the allegations against

the Administrator by the Appellant herein and others, the Ld. NCLT, by order

dated 03.01.2022, replaced Mr. Rahul P. Sahasrabuddhe with Mr. Deepak P.

Thakre as the new Administrator ("new Administrator"). Pursuant to the

devastating fire of 25.03.2021 and the subsequent fire incident dated

04.03.2022, the Mall remained completely non-functional and uninhabitable.

The new Administrator subsequently directed a structural audit of the Mall

to be conducted resulting in the Structural Audit Report dated June 2022

which concluded that the building had suffered extensive structural damage

and would require major rehabilitation. By communications dated

09.01.2025, 31.01.2025 and 10.02.2025, the Municipal Corporation of

Greater Mumbai ("MCGM") informed the Administrator that property tax dues

exceeding ₹ 60,15,15,299/- remained unpaid and that no permission for

repairs or reconstruction would be granted until such statutory liabilities

were discharged. Vide communication dated 09.06.2025, the MCGM directed

immediate attachment of the properties of the defaulting stakeholders of the

Mall, and recorded that the requisite sanctions had already been obtained

from competent authorities regarding property tax defaulters within the Mall,

and sought an urgent compliance report.

5. Parallelly, by order dated 20.06.2024, the Ld. NCLT issued further

directions concerning repairs and maintenance, which were challenged before

this Hon'ble Tribunal by the Appellant through Company Appeal (AT) No.

250/2024 ("2024 Appeal"). During the proceedings in the 2024 Appeal and

considering the uninhabitable condition of the Mall, this Hon'ble Tribunal,

Company Appeal (AT) No. 342 of 2026 4 of 20 vide order dated 03.10.2024, issued directions requiring payment of

maintenance of the Mall only up to 31.03.2021, pre fire incident.

6. Thereafter, vide order dated 23.09.2025, the Ld. NCLT directed, as an

interim measure, that a new Board of the Company would be constituted

comprising one nominee each from (a) Unity Small Finance Bank; (b)

Wadhawan Holdings Private Limited; (c) HDIL (Respondent No. 146); and (d)

Privilege Healthcare Services Private Limited (Respondent No. 147). That the

Ld. NCLT further directed that all small shop owners would be represented by

4 nominees on the Board of the Company being, (i) Gurudas Chopadekar; (ii)

Nithin Bangera; (iii) Chandraprakash Pandey; and (iv) CA Madanlal Tater.

7. The Appellant filed I.A. No. 168/2026 on 13.05.2026, placing before the

Ld. NCLT subsequent developments including repeated fire incidents,

revocation of statutory approvals, pending criminal proceedings, municipal

recovery proceedings, outstanding statutory liabilities, and other material

developments directly affecting the affairs of the Company, and adjudication

of the Company Petition. The Appellant also objected to the constitution of the

proposed Board on the ground that several proposed members were

themselves defaulting Original Petitioners, or otherwise ineligible. The

Appellant also tendered to the Ld. NCLT detailed Written Submissions dated

14.05.2026, in the Company Petition. That the Company Petition was

reserved for judgment on 15.05.2026. However, vide order dated 09.06.2026,

the Ld. NCLT dismissed I.A. No. 168/2026, without considering the relevance

of the material placed on record, solely on the ground that the Company

Company Appeal (AT) No. 342 of 2026 5 of 20 Petition had already been reserved for judgment, and additional documents

could not be taken into consideration at such stage.

8. Vide the Impugned Order dated 25.06.2026, the Ld. NCLT finally

disposed of the Company Petition by issuing directions, inter alia, allowing

the affairs of the Company to be fundamentally restructured. The Ld. NCLT

directed that the shareholding of the Company be reworked by allotting shares

to all shop owners in proportion to the carpet area of their respective units

and further ordered cancellation of all existing share allotments found to be

in excess of such entitlement. The Ld. NCLT further constituted a new Board

of Directors and vested it with the authority to determine the share

entitlement of every shareholder, ascertain and recover maintenance charges,

statutory dues and other liabilities, convene a General Body Meeting for fresh

allotment of shares and fixation of maintenance charges, and take over the

complete management and affairs of the Company from the Administrator.

The newly constituted Board was also authorized to examine the conduct of

the erstwhile Administrators.

9. It is contended that the Impugned Order is erroneous principally on the

ground that the Ld. NCLT disposed of the Company Petition without

adjudicating the Appellant's pending Intervention Application, without

considering the subsequent development placed on record by way of I.A. No.

168/2026, without examining the maintainability of the Company Petition

and while several connected appeals arising out of the same proceedings

remained pending before this Hon'ble Appellate Tribunal. The Impugned

Order further does not return any findings on the allegations of fraud and Company Appeal (AT) No. 342 of 2026 6 of 20 forgery against the Original Petitioners, nor the collusive conduct of the

Administrator with the Original Petitioners. That the Impugned Order further

delegates adjudicatory functions to the newly constituted Board by

authorizing it to determine the shareholding, liabilities and rights of

shareholders, notwithstanding that such issues required determination by

the Ld. NCLT itself. Hence, aggrieved by the Impugned Order, the present

Appeal has been filed.

10. In his Written Submissions dated 22.09.2026, the Appellant has

additionally submitted that the Board was constituted under Section 242(2)(k)

of the Act, which contemplates directors who report to the Tribunal. It was

therefore intended only to function pending final determination of the

shareholding and to report to the Ld. NCLT. Yet, by para 10 of the order dated

23.09.2025, the new Board was protected against liability for its past and

future acts, save those not bona fide, and every authority was barred from

taking cognizance of complaints against its members without leave of the Ld.

NCLT. It is contended that the Board so protected includes nominees of

Respondent Nos. 140 to 148, against whom the allegations of oppression and

mismanagement in the Company Petition were directed. It is further

contended that the list of defaulters annexed to the order dated 20.06.2024

shows outstanding dues as on 31.03.2024 against every constituent of the

Board, including ₹10,69,34,965/- against Wadhawan Holdings Private

Limited and ₹10,81,24,470/- (post-CIRP) against HDIL. The Appellant points

out that the prayers in the Company Petition sought a declaration of

oppression and mismanagement, removal of the directors, handing over of

Company Appeal (AT) No. 342 of 2026 7 of 20 management, appointment of an Administrator and winding up, and none of

them sought restructuring of the shareholding. It is further submitted that

the Impugned Order directs deposit of monthly dues from July 2026 without

any finding on the feasibility, cost or timeline of revival. The Structural Audit

Report itself estimates the cost of repairing the fire-affected area alone at

₹41.20 crore, and the Administrator, in his reply in the 2024 Appeal, had

stated that no CAM charges were being sought after the closure of the Mall

on 20.03.2020. The Appellant further states that he has paid his dues up to

March 2020 and holds advance credits towards CAM charges of ₹1,21,533.72

and ₹70,280.04. As regards the order dated 16.01.2020, he submits that it

was inadvertently not annexed to the appeal. Liberty had been sought to rely

on the documents filed in the connected appeals, and the order was on record

as Annexure A-21 to Company Appeal (AT) No. 58/2021. Lastly, relying on

the observation of the Ld. NCLT in its order dated 23.09.2025 that the Mall

"requires major repairs or re-development", the Appellant contends that

redevelopment is the only viable course and that its cost cannot be placed

upon individual shop owners.

11. We have heard the rival contentions and perused the material on

record. The first and most important issue which arises for consideration is

whether the Appellant has the locus to maintain the present appeal against

the final order dated 25.06.2026.

12. The Appellant has claimed that its Intervention Application No.

859/2019 remained pending throughout the proceedings and even when the

Company Appeal (AT) No. 342 of 2026 8 of 20 Impugned Order was passed. This submission, however, is not borne out from

the record. The order dated 16.01.2020 passed by the Ld. NCLT specifically

dealt with MA No. 859/2019. The applicant(s) in MA No. 859/2019, of whom

the Appellant was one, were present and were heard. The application was

accordingly disposed of with directions which also provided a course of action

to the shop owners in a representative capacity.

13. In the present appeal, at page 15 of the appeal paper book itself, the

Appellant states that "The said intervention application remained pending

throughout the proceedings of the Company Petition and even at the time of

passing of the Impugned Order." The record, however, shows otherwise.

14. It is brought to our notice by the respondent that in the intervention

application (MA 859/2019) along with other MAs in the main CP 265/2017

an order dated 16.01.2020 was passed by the learned NCLT as follows:

"Heard the administrator. The case of the administrator who has been appointed by this court to oversee the operations of the mall is that an amount of ₹15 per sq. ft. on the carpet area has been fixed by this court as common area maintenance charges. A very few shops are complying with the orders and most of the other shop owners are not complying with the same.

Apart from that the applicant in MA 859, who is present in the court, submits that in the normal course only ₹3 per sq. ft. were charged, whereas the increase in the amount as maintenance charges of ₹15 per sq. ft. is a burden, something which they cannot afford.

It has been submitted by the administrator that several of the shop owners are not complying with the orders of this court. As a result the

Company Appeal (AT) No. 342 of 2026 9 of 20 administrator is not in a position to make both ends meet and the maintenance of the mall is suffered. This is a very peculiar issue. If only a few shop owners make the payment and others do not pay, there will be a serious deficit. Unless strenuous action is taken against the non-payers, it would be very difficult to maintain the mall.

In view of the same we hereby direct all the shop owners in the mall to forthwith comply with the directions of the court and make the payment of ₹15 per sq. ft. as maintenance charges, as ordered by this court earlier. Subsequently if at all there is any difficulty on their part after making the payment, they may approach this bench in a representative capacity and agitate their grievance. Without making the payment and by putting the administrator into difficulty, no purpose can be served. The asset value will be depleted because of non-maintenance.

We once again reiterate that all the shop owners, whosoever is conducting business or whosoever is holding the premises, shall make the payment without fail. They may approach this bench after making the payment for any clarification in a representative capacity. That means as a group together but not individually.

The administrator is directed to submit the list of defaulters on 30/1/2020. List the matter for further consideration on 30/1/2020."

15. Perusal of above noted order dated 16.01.2020 shows that the

intervention application in MA No. 859/2019 was taken up in the presence of

applicant(s) of which Appellant was one. The Appellant was heard and the

application was effectively disposed of. The order specifically permitted the

shop owners to approach the Ld. NCLT in a representative capacity and to

agitate their grievance as a group together and not individually.

Company Appeal (AT) No. 342 of 2026 10 of 20

16. We also find that the Appellant did not enclose the order dated

16.01.2020 with the present appeal. The Appellant later stated in the written

submissions that the order had inadvertently not been filed. The fact remains

that the order was material to the question of the Appellant's locus and the

manner in which its grievance could be pursued. Its non-disclosure, coupled

with the specific assertion that the intervention application was still pending,

cannot be treated as a mere procedural omission. The Appellant's pleading

was contrary to the record and the material order was not brought to the

notice of this Tribunal at the stage of filing of the appeal.

17. The order dated 16.01.2020 also assumes significance for another

reason. The Appellant had been given an opportunity to pursue the grievances

of the shop owners in a representative capacity. The Appellant did not avail of

that opportunity. Instead, it continued to pursue individual proceedings and

appeals against interim orders. The record refers to Company Appeal (AT) No.

58 of 2021 and Company Appeal (AT) No. 250 of 2024, filed by the Appellant,

which were disposed of vide Order dated 18.09.2026 in view of passing of the

final order.

18. In these circumstances, the Appellant cannot now claim an

independent and continuing right to intervene in the representative company

petition and challenge the final order in its individual capacity. The right

granted by the Ld. NCLT was to approach it in a representative capacity.

Having failed to avail that remedy, the Appellant cannot repeatedly invoke

individual proceedings arising from the same Company Petition and thereby

enlarge the scope of the litigation.

Company Appeal (AT) No. 342 of 2026 11 of 20

19. To further appreciate the web of interventions and appeals filed by the

Appellant and other parties, we extract the relevant chronology as set out by

the Appellant in the List of Date of the events as noted below:

Date Particulars

10.05.2013 The Respondent No. 139, Dreams the Mall Company Limited ("the Company") was incorporated under the Companies Act, 1956 for management and maintenance of Dreams the Mall ("the Mall").

June 2017 Company Petition No. 265/MB/2017 ("Company Petition") came to be filed before the Ld. National Company Law Tribunal, Mumbai Bench ("Ld. NCLT"), under Sections 241-242 of the Companies Act, 2013 ("the Act") by the aforementioned group of shop owners/shareholders led by Fiba Shipping Agency/ Mr. Nithin Bangera ("Original Petitioner No. 1") and other shareholders ("Original Petitioners") alleging oppression and mismanagement in the Company.

27.02.2019 The Appellant along with 30 other shop owners filed Intervention Application No. 859/2019 before the Ld. NCLT, seeking impleadment and challenging maintainability of the Company Petition.

19.05.2021 The Ld. NCLT upheld maintainability of the Company Petition, vide order dated 19.05.2021 in M.A. No. 2764/2019 stating that the requirements prescribed under Section 244 of the Act were procedural in nature. The Ld. NCLT also directed continuation of CAM charges at ₹ 15 per sq. ft.

2021 Appellant preferred Company Appeal (AT) No. 58/2021 ("2021 Appeal") before this Hon'ble Tribunal challenging the order dated 19.05.2021.

07.06.2021 This Hon'ble Tribunal passed an order dated 07.06.2021, in 2021 Appeal and stayed operation of the order dated 19.05.2021.

Company Appeal (AT) No. 342 of 2026 12 of 20 07.07.2021 & The Appellant filed C.A. No. 165/2021 before the Ld. NCLT for 14.07.2021 the removal of Mr. Rahul Sahasrabuddhe as the Administrator.

25.11.2021 This Hon'ble Tribunal, during the proceedings of 2021 Appeal, modified/vacated the interim stay and directed physical verification of the Mall to be conducted by the Administrator.

03.01.2022 Considering the allegations against the Administrator, the Ld. NCLT, allowing another I.A. No. 332/2021 for replacement of the Administrator, replaced Mr. Rahul P. Sahasrabuddhe with Mr. Deepak P. Thakre as the new Administrator ("new Administrator").

20.06.2024 Pending the Company Petition, the Original Petitioners filed Company Application 152/2023 in Ld. NCLT, seeking various directions including directions for carrying out the structural repairs and rehabilitation of the Mall. The Ld. NCLT passed orders dated 20.06.2024 concerning repair, rehabilitation and recovery of maintenance charges.

2024 Appellant preferred Company Appeal (AT) No. 250/2024 ("2024 Appeal") before this Hon'ble Tribunal, challenging the order dated 20.06.2024. Company Appeal (AT) No. 304/ 2024, was also preferred by another shop owner, being Switching Avo Electro Power Limited.

03.10.2024 During proceedings under the 2024 Appeal, this Hon'ble Tribunal passed order dated 03.10.2024 directing payment of maintenance charges of the Mall only up to 31.03.2021, pre fire incident.

02.07.2025 During the proceedings of 2024 Appeal, the Appellant filed Undertaking before this Hon'ble Tribunal regarding credit balance towards CAM charges.

23.09.2025 The Ld. NCLT directed constitution of a new Board.

13.05.2026 Appellant filed I.A. No. 168/ 2026, in the Company Petition, placing subsequent developments and material facts on record which would affect the management of affairs of the Company and the final adjudication of the Company Petition.

Company Appeal (AT) No. 342 of 2026 13 of 20 15.05.2026 As directed by the Ld. NCLT, the Appellant tendered detailed

Written Submissions dated 14.05.2026 to the Ld. NCLT, during the proceedings of the Company Petition. The Ld. NCLT reserved its judgment in the Company Petition.

09.06.2026 The Ld. NCLT dismissed I.A. No. 168/ 2026 without considering that the documents placed on record by the said I.A. were crucial for the adjudication of the Company Petition regarding the recent developments in the administration of the Mall. (Appellants Narration)

25.06.2026 The Ld. NCLT passed the Impugned Order disposing of Company Petition No. 265/MB/2017.

20. Without going into the details of the events, it is important to note that

CP No. 265/2017, along with other intervention applications, was finally

heard on 15.05.2026 and on that day the matter was reserved for judgment

in the Company Petition. Thereafter, around the same time the Appellant filed

another intervention application, I.A. No. 168 of 2026, which was taken up by

the NCLT Mumbai Bench on 09.06.2026 and a detailed order was passed by

it. It is worthwhile to extract this order, which is noted as below:

"ORDER IA(COMPANIE S.ACT)/168(MB)2026 in CP/265(MB)2017

1) Mr. Chaitanya Gadre, Ld. Counsel for the Applicant in IA (Companies Act) 168 of 2026 and Mr. Dhrupad Vaghani, Ld. Counsel for the Petitioner in the Main Company Petition are present.

2) The present Interlocutory Application has been filed by the Applicant/Mehul Vinitkumar Vyas, praying for the following reliefs, by seeking leave of this Bench to take on record material facts, documents, and subsequent developments, through the present Interlocutory Application:

Company Appeal (AT) No. 342 of 2026 14 of 20 o Direct the Administrator, Petitioners, newly constituted Board, Registrar of Companies, and Resolution Professional of HDIL to file affidavits disclosing all material facts, defaults, pending prosecutions, and statutory dues.

o Take on record the Applicant's documents, complaints, communications, and statutory materials annexed herein.

o Ensure that any repair, revival, or redevelopment proposal is considered only after statutory compliance, feasibility analysis, and disclosure of defaults.

o Pass appropriate directions safeguarding transparency, fairness, and stakeholder interests, consistent with pending appellate proceedings before NCLAT.

3) It is to be noted that the Company Petition along with other Applications arising out of the present Company Petition was listed on Board on 15.05.2026, on which date, after hearing the Parties extensively for a considerable time and taking on record Parties' Written Submissions, the Matter was Closed for Orders and Orders are pending for pronouncement.

4) Filing an Application to place Additional Documents on record after a matter is closed for orders is not maintainable as a matter of right as hearing is concluded in the matter and accepting new material facts would certainly deprive the statutory right of the opposing party to rebut the material, violating principles of natural justice. Further, the applicant cannot seek substantial directions in the petition filed by others.

5) Therefore, any fact which is received as Additional documents through this Application cannot be looked into at this stage. Further, new board

Company Appeal (AT) No. 342 of 2026 15 of 20 has been constituted and it is required to manage the affairs of the Respondent Company in accordance with the law, therefore, the applicant can approach the new management for redress of any grievance it may have or for seeking due adherence to legal mandate.

6) In that view of the matter, the Interlocutory Application bearing IA (COMPANIES. ACT)/168 of 2026, is dismissed and disposed of.

7) Ordered Accordingly."

21. The above order of the Ld. NCLT is clear. The Company Petition along

with the connected applications was heard extensively on 15.05.2026. Written

submissions were taken on record and the matter was closed for orders. In

such circumstances, the subsequent filing of I.A. No. 168/2026 could not

confer upon the Appellant a right to reopen the concluded hearing or to

introduce additional material as a matter of right.

22. The Ld. NCLT gave reasons for declining to take the additional

documents on record. It recorded that accepting new material facts after the

matter had been closed for orders would deprive the opposing parties of an

opportunity to rebut such material and would affect the principles of natural

justice. It also recorded that the Appellant could not seek substantial

directions in a petition filed by others. These reasons cannot be said to be

irrelevant or without jurisdiction.

23. The Ld. NCLT had earlier, vide order dated 23.09.2025, directed

constitution of the Board as an interim measure. The final Judgment

thereafter provides a step-by-step mechanism for redetermination of

shareholding, determination of dues, recovery of dues and fixation of future Company Appeal (AT) No. 342 of 2026 16 of 20 maintenance. The Appellant's individual objections cannot be examined in

isolation from this larger framework.

24. We further note that the Impugned Order is not confined to the

Appellant. The directions issued by the Ld. NCLT concern the restructuring

of the shareholding and management of Dreams the Mall Company Limited

and operate for the benefit and protection of the shareholders and shop

owners as a class. The Impugned Order provides a mechanism for

redetermination of shareholding, determination of dues, recovery of dues from

shareholders according to their entitlement, constitution of the Board and

convening of the General Body Meeting. The order therefore cannot be viewed

as an order made only against or only for the Appellant.

25. The record further shows that the Company Petition was pending for

several years and involved a large number of shareholders and other parties.

The Appellant owns two shops in the Mall. No other shop owner has

challenged the final Judgment before us. The Company, its Directors,

Promoters and Developer were parties before the Ld. NCLT, and none of them

has preferred an appeal against the final Judgment. This circumstance is

relevant while examining the Appellant's claim that it is entitled to continue

the litigation individually in respect of issues concerning the larger body of

shareholders.

26. The conduct of the Appellant also has to be considered in the

background of the long pendency of the Company Petition and the several

interventions and appeals arising from it. The repeated individual

Company Appeal (AT) No. 342 of 2026 17 of 20 proceedings, despite the earlier liberty to pursue the grievance in a

representative capacity, have the effect of multiplying litigation arising from

the same Company Petition. The appellate process cannot be permitted to

become a means for continuing such individual proceedings when the final

order itself provides a mechanism applicable to the shareholders as a whole.

27. We are also conscious that the Company Petition was a long-pending

company appeal before the Ld. NCLT. The matter had already been argued at

length; written submissions had been taken on record and judgment had been

reserved. At that stage, permitting an individual intervenor to place a fresh

set of documents and seek substantial directions would reopen the

proceedings and prolong the adjudication. The Appellant had already had

opportunities to place its grievances before the Ld. NCLT. Therefore, the

rejection of I.A. No. 168/2026 at that stage does not furnish a ground to

interfere with the final order.

28. Beyond maintainability we have also considered the averments

concerning the fire incidents. The Appellant contends that the entire Mall was

gutted in the fire. However, the Structural Audit Report dated June 2022,

referred to in the record, records that out of the total area of 1,44,736.59 sq.

mt., 31,913.72 sq. mt. was affected by fire and 1,12,822.87 sq. mt. remained

unaffected. The Report also records that the structure was in repairable

condition. Therefore, the submission that the entire Mall was gutted cannot

be accepted on the material placed before us.

Company Appeal (AT) No. 342 of 2026 18 of 20

29. On an overall consideration of the record, we find that the present

appeal is not maintainable at the instance of the Appellant in the manner in

which it has been filed. The Appellant had already been heard in the

intervention application and had been given an opportunity to pursue the

grievance in a representative capacity. It did not avail that opportunity. The

Appellant also did not disclose the order dated 16.01.2020 in the appeal,

despite relying upon the continued pendency of the very same intervention

application. So far as the interim measures under Section 242(2) (k) are

concerned, the said measures were interim in nature and get subsumed once

the final order has been passed and hence do not require our consideration

at the appellate stage. The final order is intended to operate for the benefit of

all the shareholders and shop owners and is not confined to the Appellant.

30. The subsequent intervention, filed after the Company Petition had been

finally heard and reserved for orders, also cannot be used to reopen a long-

pending proceeding. The Ld. NCLT was justified in declining to take the

additional material on record at that stage, particularly when the other parties

would have been entitled to an opportunity to respond to such material. The

course adopted by the Appellant has resulted in further litigation arising out

of the same Company Petition, despite the earlier opportunity to pursue the

grievances in a representative capacity.

31. We, therefore, find no ground to interfere with the Judgment and Final

Order dated 25.06.2026. The appeal does not disclose any legally sustainable

ground for setting aside or modifying the Impugned Order. The Appellant has

failed to establish a right to maintain the present appeal in the manner in Company Appeal (AT) No. 342 of 2026 19 of 20 which it has been filed, and the grounds raised by the Appellant do not

warrant appellate interference.

Order

32. In view of the above discussion and findings, Company Appeal (AT) No.

342 of 2026 is dismissed.

33. We further find that the non-disclosure of the order dated 16.01.2020,

the assertion that the intervention application continued to remain pending,

and the repeated individual proceedings despite the liberty granted to

approach the Ld. NCLT in a representative capacity are matters which cannot

be ignored. Such conduct has contributed to multiplication of litigation and

has consumed judicial time.

34. Accordingly, an exemplary cost of ₹5 lakhs is imposed on the Appellant.

The said amount shall be deposited in the Prime Minister's National Relief

Fund within a period of four weeks from today.

35. All pending applications, if any, stand disposed of.

[Justice Sharad Kumar Sharma] Member (Judicial)

[Arun Baroka] Member (Technical)

[Indevar Pandey] Member (Technical) New Delhi.

October 06, 2026.

pawan

Company Appeal (AT) No. 342 of 2026 20 of 20