Company Law - Oppression and Mismanagement - Interim Relief - Appellants claiming 40% shareholding in holding company alleged illegal removal of their shareholding, fabricated statutory filings, unlawful induction of directors and asset-stripping of valuable redevelopment project - NCLT declined interim relief - NCLAT set aside that order but confined protection to restraint against taking “perceptive steps” for one month - Held: Since the substantive Company Petition under Sections 241, 242, 244 and 59 of the Companies Act, 2013 remained pending, paramount consideration was preservation of the subject matter till final adjudication by NCLT - Interim arrangement earlier operating before Supreme Court directed to continue [Paras 20, 27-30].

Interlocutory Stage - Scope of Supreme Court Consideration - Court clarified that at this stage it was not examining merits of oppression and mismanagement allegations or rival claims regarding shareholding and control - Controversy before Court confined to nature and scope of interim protection necessary to preserve subject matter of dispute pending adjudication before NCLT [Paras 20, 32].

Preservation of Subject Matter - Project Land - Where project land constituted principal asset connected with dispute and allegations were made regarding conveyance, mortgage, transfer of development rights and alteration of management structure, status quo protection was necessary to ensure that proceedings do not become infructuous and parties are not left with shell entities [Paras 15-19, 27-29].

Insolvency Proceedings - Effect on Interim Protection - During pendency of appeals, entity in whose favour project land had been conveyed was admitted into corporate insolvency resolution process under Section 7 IBC - Supreme Court took note of these developments and continued restraint so that no irreversible changes were made to the property while underlying dispute as to corporate control and transactions remained unresolved [Paras 23, 28-29].

Limited Protective Works - No Creation of Equity - On complaints regarding excavation pits and safety of adjoining structures, Supreme Court permitted only limited protective works such as laying foundation in excavated pits, retaining walls, backfilling and barricading, subject to approvals - Held: Such permission was only to secure neighbouring structures and would not create any equity in favour of applicant [Paras 24-25].

Contempt Jurisdiction - Disputed Facts - Appellants alleged violation of interim directions by construction activity, registration with regulatory authorities and marketing of units - Respondents controverted allegations - Held: At this stage it was not necessary to enter into merits of contempt allegations since they involved factual disputes - focus remained on preserving subject matter pending final adjudication [Para 26].

Expeditious Disposal - NCLT Directed to Decide Main Petition - Supreme Court modified NCLAT order and directed continuation of status quo till disposal of Company Petition - Parties directed to appear before NCLT, Mumbai Bench on 19.03.2026 and Company Petition No.159(MB) of 2021 directed to be decided preferably within two months - All merits left open [Paras 29-30].

Decision: Appeals and Contempt Petitions disposed of - Impugned order dated 11.10.2022 modified - Parties directed to maintain status quo in terms of earlier orders of Supreme Court - No steps to be taken altering nature of property or creating third-party interests - NCLT directed to decide Company Petition expeditiously - Observations not to be treated as expression on merits [Paras 29-34].

Election Law – Disqualification – More than Two Children Norm – Section 45(1)(v) – Respondent gave birth to third child after cut-off date – Statutory disqualification attracted – Election rightly declared void – Concurrent findings of Tribunal, Appellate Tribunal and High Court upheld [Paras 19–20]

Election Petition – Evidence – Non-cross-examination – Effect – Respondent failed to cross-examine petitioner’s witnesses despite repeated opportunities – Evidence remained uncontroverted – Tribunal justified in accepting petitioner’s case – Adverse inference drawn against respondent [Paras 7, 19–20]

Election Disputes – Burden of Proof – Discharge by Petitioner – Petitioner led cogent documentary and oral evidence proving disqualification – In absence of rebuttal, Tribunal bound to accept unrebutted evidence – Finding of disqualification inevitable [Paras 7, 20]

Election Tribunal – Jurisdiction – Challenge rejected – Objection to jurisdiction not substantiated on legal grounds – Issue not meriting interference [Para 18]

Relief in Election Petition – Declaration of Returned Candidate’s Election as Void – Section 44-E – Petitioner entitled not only to challenge election but also seek declaration of self as duly elected – Statutory right recognised [Para 22]

Consequential Relief – Declaration of Election Petitioner as Winner – Section 44-J(2)(b) – Where only two candidates contested and returned candidate is disqualified, remaining candidate entitled to be declared elected – Fresh election unwarranted [Paras 23–25]

Election Law – Avoidance of Unnecessary Elections – Legislative Intent – Scheme of Sections 44-E and 44-J aims to avoid re-election where result is determinable from existing votes – Tribunal must grant effective relief [Paras 14, 22–24]

Fresh Election – When Not Required – Only Two Candidates in Fray – Setting aside election of returned candidate leaves sole valid candidate – Direction for re-election erroneous – Appellate Tribunal and High Court erred [Paras 23, 25–26]

Delay in Election Litigation – Impact – Election held in 2022 – Litigation consumed over 3 years – Denial of consequential relief would defeat justice – Court must ensure fruits of litigation are not lost [Para 24]

Equitable Relief – Successful Election Petitioner – Denial of office after successful challenge amounts to travesty of justice – Restoration of Tribunal’s order justified [Paras 24–25]

Election Law – Principle – “Next Highest Votes” – In limited candidate scenario, candidate securing next highest valid votes entitled to be declared elected upon disqualification of returned candidate [Paras 9, 23]

Scope of Interference – Supreme Court – Concurrent findings on disqualification not interfered with – Interference limited to erroneous denial of consequential relief [Paras 19–20, 27]

Decision: Appeal allowed – Judgments of High Court and Election Appellate Tribunal set aside to extent of denying consequential relief – Order of Election Tribunal restored – Appellant declared elected as Chairman of Delang Panchayat Samiti – Directions for fresh election quashed – Compliance directed within two weeks – Connected SLP dismissed.

Criminal Law - Murder - Circumstantial Evidence - Acquittal - Appellant convicted along with co-accused Ladu Lal for the murder of Aruna (wife of Ladu Lal) under Sections 302/34 and 201 IPC and sentenced to life imprisonment - Trial Court conviction affirmed by High Court - On appeal by special leave (filed through legal aid after delay of 2749 days, condoned), Supreme Court finds that all three incriminating circumstances relied upon by prosecution — call detail records, recovery of blood-stained shirt, and recovery of currency notes — fail to withstand scrutiny - Prosecution held to have failed to establish an unbroken chain of circumstances pointing unequivocally to guilt - Held: Conviction unsustainable — appeal allowed — appellant acquitted [Paras 3-55].

Recovery of Currency Notes - Discrepancy in Amount - Doubtful Recovery - Prosecution relied on recovery of Rs. 46,000/- allegedly paid by co-accused Ladu Lal to appellant for committing murder - Investigating Officer (PW.22) admitted in cross-examination that actual notes counted in Court amounted to Rs. 46,145/-, with no mention of the extra Rs. 145/- on the sealed packet - Recovery itself held doubtful - Further, mere recovery of currency notes, without cogent evidence establishing a nexus between the amount and the crime, cannot constitute an incriminating circumstance [Paras 29-33].

Recovery of Blood-Stained Shirt - Chain of Custody - FSL Report - Reliability - Blood-stained shirt recovered at instance of appellant from an iron box tested positive for blood group O, matching deceased - Recovery held inherently improbable as appellant, being a free man between the date of incident and his arrest, would have destroyed or washed the shirt rather than meticulously concealing it - Chain of custody breached: malkhana register (Ex. D-3) showed articles forwarded to FSL on 12th March, 2010, whereas PW.19 and PW.16 deposed they were forwarded only on 18th March, 2010 - Prosecution failed to disclose reasons for return of samples from FSL - FSL Report (Ex. P-49) rendered redundant - Held: Even if blood group on recovered shirt matches deceased, such finding in isolation is insufficient to link accused with the crime, in absence of corroborative evidence [Paras 34-47].

Electronic Evidence - Call Detail Records - Certificate under Section 65-B - Mandatory Requirement - Prosecution relied on call detail records showing continuous contact between appellant and co-accused proximate to time of incident - Prosecution failed to produce certificate under Section 65-B(4) of the Evidence Act [Section 63(4) BSA] - State's contention that nodal officers (PW.23 and PW.24) proved the records by oral evidence, rejected - Held: Certificate under Section 65-B is a condition precedent to admissibility of electronic evidence and cannot be dispensed with by substituting oral evidence - Call detail records held inadmissible [Paras 48-52].

Decision: Appeal allowed - Conviction and sentences of the appellant-Pooranmal under Sections 302/34 and 201 IPC as recorded by the Trial Court and affirmed by the High Court set aside - Appellant acquitted of all charges - Appellant, being in custody, directed to be released forthwith if not wanted in any other case - Pending applications, if any, disposed of [Paras 55-57].

Specific Performance – Sale Agreement as Security for Loan – Sham and Nominal Document – Plaintiff filed suit for specific performance of registered sale agreement dated 04.06.2002 for property for consideration Rs.13,00,000 with advance Rs.6,00,000 – Defendants contended plaintiff was unlicensed money lender who advanced loan with understanding defendants would repay within 12 months and plaintiff would return title deeds and cancel agreement – Understanding reduced to Memorandum of Understanding dated 04.06.2002 signed same day as sale agreement – MoU and no objection letter executed on consecutive stamp papers from same vendor with same witnesses – Plaintiff withheld MoU from plaint – Held: Circumstances probablise defense that agreement executed as security for loan not genuine sale transaction – Conduct of parties significant in evaluating bona fides – Plaintiff approaching court with unclean hands having withheld material document – Equitable discretionary relief rightly denied – Appeal dismissed [Paras 2-13].

Equitable Relief – Clean Hands Doctrine – Material Document Withheld – Plaintiff sought specific performance but did not disclose Memorandum of Understanding executed same day as sale agreement – MoU came on record through defendants clearly reciting loan transaction – Held: Even slight doubt that plaintiff not acting bonafidely and material facts withheld sufficient to deny equitable relief – Plaintiff with unclean hands not entitled to discretionary relief of specific performance [Paras 6, 12].

Evidence – Contemporaneous Documents – Probative Value – MoU on stamp paper bearing document no.47663 and no objection letter on stamp paper no.47662 both dated 04.06.2002 from same vendor with same witnesses – Held: Consecutive document numbers, same date, same vendor, same witnesses probablise defense that sale agreement was security for loan transaction – Execution of MoU makes strong probable case proving agreement was sham and nominal document [Paras 10-11].

Decision: Appeal dismissed – High Court judgment setting aside Trial Court decree upheld – Sale agreement found sham document executed as security for loan – Memorandum of Understanding established loan nature of transaction – Plaintiff withheld material document approaching court with unclean hands – Equitable discretionary relief rightly denied.

Constitutional Law - Manifest Arbitrariness - Article 14 - Legislative Action - Impugned Act enacted by Bihar Legislature in 2015 providing for complete takeover of Smt. Radhika Sinha Institute and Sachchidanand Sinha Library, established in 1924 by Shri Sachchidanand Sinha as a private trust - Section 3 of Act vested all rights, title and interest of the Institute and Library in the State Government - Section 4(2) dissolved the Deed of Trust, Agreement, Lease of Land and all committees thereunder - High Court upheld validity of Act - On appeal, Held: Manifest arbitrariness is a well-settled ground available to Courts to strike down legislation under Article 14 - A law which proceeds on unreasoned assumptions, adopts excessive means, or operates without adequate determining principles attracts constitutional censure - Complete vesting of property, dissolution of century-old trust arrangements, absence of any finding of necessity or mismanagement, provision for illusory compensation, and lack of guiding principles or safeguards, cumulatively render the Act manifestly arbitrary - Impugned Act struck down as unconstitutional [Paras 23, 36-48, 50].

Manifest Arbitrariness - Doctrine - Evolution - No Prior Inquiry or Mismanagement - Proportionality - Examination of original records summoned by this Court revealed not a single communication from the State Government to the Trust bringing to their notice any allegation of mismanagement, financial irregularity or neglect - No inquiry preceded the enactment - State Librarian, functioning as ex-officio Chief Librarian under day-to-day supervisory responsibility, was never subjected to any inquiry regarding mismanagement - State cannot rely on mismanagement as justification for total legislative takeover when its own appointee bore supervisory responsibility and no action was ever taken against him - Further, State's post-takeover investment of Rs. 72 crores demonstrates that the objective of development could have been achieved through grant-in-aid, conditional funding, statutory audit and supervisory oversight, without resorting to outright acquisition - Legislature chose the most extreme measure when less invasive alternatives were plainly available - This itself constitutes manifest arbitrariness [Paras 39-42, 47-48].

Article 300A - Deprivation of Property - Illusory Compensation - Confiscatory Nature - Section 7 of impugned Act authorised State Government to pay compensation up to a maximum of one rupee, without prescribing any principles, criteria or procedural safeguards - While Article 300A permits deprivation of property by authority of law, such law must be just, fair and reasonable and not arbitrary or confiscatory in effect - Statutory provision reducing compensation to a token amount lacks basic attributes of fairness - Held: Confiscatory nature of vesting under the Act further reinforces conclusion of manifest arbitrariness [Paras 44-45, 51].

Private Trust - Public Trust - High Court's Finding - Issue Not Pleaded - High Court suo motu found the Trust to be a public trust, contrary to the common position taken by both parties before it - Held: Fact that an institution is intended to serve a public purpose or is open to public use does not, by itself, conclusively determine that the trust is a public trust in law - Legal character of a trust depends on manner of dedication, structure, nature of control and management, and rights reserved by Settlor - Neither party pleaded or argued that Trust was a public trust - High Court could not have decided the case on an entirely different basis without affording an opportunity to address that issue - In any event, whether Trust is public or private is not determinative of validity of the impugned Act, as any legislative measure resulting in compulsory acquisition must independently satisfy Article 14 [Paras 18-22].

Legislative History - Re-enactment of Failed Ordinance - Relevant Consideration - Earlier attempt by State to take over the Institute and Library through ordinances in 1983 was set aside by this Court in 1996 upon their lapse - Impugned Act of 2015 sought to achieve substantially the same outcome without any intervening change in circumstances or fresh material justifying acquisition - Held: When a legislature re-enacts substantially the same measure that has previously failed without placing any cogent new material on record, legislative history becomes a relevant consideration reinforcing findings of manifest arbitrariness [Para 46].

Decision: Appeal allowed - Judgment and order dated 29.02.2024 of the Patna High Court set aside - Srimati Radhika Sinha Institute and Sachchidanand Sinha Library (Requisition & Management) Act, 2015 declared unconstitutional and struck down - Trust governing the Institute and Library, together with its rights of management and administration, restored to its pre-existing legal position - State Government not precluded from providing financial assistance, administrative support or regulatory oversight in accordance with law - Pending applications disposed of [Paras 52-55].

Anticipatory Bail – Spurious Liquor Manufacturing Case – Supplier of Bottles and Caps – Appellant not initially named in FIR – Added as accused based on custodial interrogation of co-accused who stated that appellant supplied plastic bottles and caps with Government labels for manufacturing spurious liquor – No raid conducted at appellant's business establishment – Appellant granted interim protection by Supreme Court and cooperated with investigation – Appellant previously arraigned in two successive cases with similar allegations and released on bail – Held: Appellant entitled to anticipatory bail as not initially named in FIR, no raid at his premises, already cooperated with investigation, and no allegation of misuse of interim protection [Paras 2-10].

Investigation – Custodial Interrogation – Necessity – Prosecution contended that appellant's custodial interrogation required to uncover larger conspiracy and money trail involving manufacture and supply of spurious liquor – Investigation revealed 400 calls between appellant and accused no.23 who coordinated supply of fake bottles and caps – Financial transactions discovered between appellant and accused no.2 – Court observed that appellant already appeared before Investigating Officer during interim protection and cooperated with investigation – No material to show custodial interrogation indispensable at this stage [Paras 5-9].

Identity Confusion – Addition of Accused – Initially memo dated 30.10.2025 filed to add Manoj Kotaria as accused no.20 – Subsequently memo dated 11.11.2025 filed to change name to Mutta Manoj Kumar @ Manoj Kotaria – Witnesses referred to appellant variously as Manoj Kothariya, Manoj Kumar, owner of Mishramal Heerachand Plastic Dealers – Defence contended confusion about identity – Prosecution relied on witness statements ascribing role of supply of bottles and caps to appellant – Court noted appellant not initially named and confusion regarding identity exists [Paras 5-7].

Criminal Procedure – Successive Prosecution – Appellant arraigned as accused in two successive criminal cases (Crime Nos. 69 of 2025 and 115 of 2025) registered in quick succession with same set of allegations unsupported by material – In each instance appellant arrested, remanded and ultimately released on bail – Court considered pattern of successive prosecution while granting anticipatory bail [Para 7].

Decision: Appeal allowed – Impugned order dated 05.12.2025 of Andhra Pradesh High Court refusing anticipatory bail set aside – Interim protection granted vide order dated 06.01.2026 made absolute – Appellant to be released on anticipatory bail in Crime No. 171 of 2025 on terms and conditions imposed by arresting officer or Trial Court – Conditions imposed: appellant shall cooperate with investigation and trial and shall not influence witnesses.

Cooperative Societies - State Reorganisation - Multi-State Cooperative Society - Section 103 of Multi-State Cooperative Societies Act, 2002 - Deeming Fiction - Scope and Applicability - Sugarcane Growers Cooperative Societies, Bajpur and Gadarpur, originally registered under the U.P. Cooperative Societies Act, 1965, had their area of operations spanning across the newly formed States of Uttar Pradesh and Uttarakhand upon bifurcation of erstwhile State of U.P. under the Reorganisation Act, 2000 - High Court held both societies to be Multi-State Cooperative Societies under Section 103 of 2002 Act and directed elections to be conducted by the Central Registrar - Held: Section 103 of the 2002 Act does not operate automatically or universally - Deeming fiction is conditional upon factual determination that the objects of the Society, as reflected in bye-laws, extend to more than one State - Conceptual distinction between 'objects' and 'area of operation' is fundamental - Mere geographical spread of membership or activity cannot substitute the requirement that principal objects must themselves be multi-state in character - Bye-laws of both societies disclosed objects confined to promoting interests of local canegrowers within a single State - Impugned judgment of High Court quashed [Paras 1, 22-24, 26].

State Reorganisation Act - Sections 87 and 93 - Overriding Effect - Harmonious Construction - Section 87 of Reorganisation Act embodies the doctrine of legislative continuity, ensuring that statutory regimes governing cooperative societies remain operational during the transitional period - Section 93 contains a non-obstante clause giving the Reorganisation Act overriding effect over any inconsistent law - Both States took necessary steps for reorganisation of the societies under the transitional framework before the 2002 Act came into force - Deeming fiction under Section 103 of 2002 Act cannot retrospectively unsettle completed statutory action for reorganisation - Held: Provisions of two statutes must be harmoniously construed to give effect to both - Operation of legal fiction under Section 103 must be restricted in cases where reorganisation of societies has already been completed under Sections 87 and 93 of the Reorganisation Act [Paras 13-14, 21-24].

Legal Fiction - Strict Construction - Deeming Provision - Section 103 of 2002 Act - A legal fiction must be strictly confined to the purpose for which it is created and cannot be extended beyond its legitimate field - Deeming provision under Section 103 of 2002 Act cannot be construed in isolation to override the express statutory scheme of the Reorganisation Act - Held: In absence of multi-state objects in bye-laws, statutory pre-conditions for invoking Section 103 of 2002 Act are absent and societies cannot be treated as Multi-State Cooperative Societies [Para 22].

Decision: Civil Appeal Nos. 8743, 8744 and 8745 of 2013 allowed - Judgment and order dated 14.03.2007 of the High Court quashed and set aside - Civil Appeal No. 8746 of 2013 dismissed - Judgment and order dated 05.09.2006 upheld - Authorities under State Cooperative law directed to conduct elections of the Societies expeditiously - No order as to costs [Paras 26-27].

Company Law – Reduction of Share Capital – Section 66 of Companies Act 2013 – Procedural Compliance and Fairness – Bharti Telecom Limited reduced share capital by cancelling shares of identified minority shareholders holding 1.09 percent shareholding at Rs.196.80 per equity share – Special resolution passed with 99.90 percent overall majority and 76.35 percent of identified shareholders present and voting – Appellants challenged on grounds of procedural infraction, biased valuation, improper DLOM application and unreasonably low price – Held: Reduction of share capital is strictly domestic concern depending on decision of majority – Statutory safeguards under Section 66 include special resolution, tribunal confirmation, creditor protection, Regional Director report and auditor certificate – All procedural requirements scrupulously followed – Reduction can be selective and in any manner decided by majority – Price fair and reasonable considering previous offers, rights issue benefit exponentially increasing shareholding, delisted status, absence of dividends and lack of marketability – No real prejudice, palpable bias or demonstrable arbitrariness established – Appeals dismissed [Paras 1-51].

Valuation – Discount for Lack of Marketability (DLOM) – Application in Capital Reduction – Shareholders Exit from Delisted Company – Appellants contended DLOM application arbitrary citing Singapore decisions holding DLOM inapplicable in oppression buyouts – Argued fair value should be enterprise value not discounted market value – BTL shares delisted since 1999-2000 with no dividends, no marketability and locked-in shareholding – Valuer applied DLOM at 25 percent rate based on illiquidity – Independent fairness report affirmed valuation – Held: Indian Accounting Standards (Ind AS) 113 treats fair value as market-based measurement – DLOM recognized under ICAI Valuation Standards for assets lacking marketability – No oppression setting established – Only 11 appellants insufficient to constitute minority under Section 244 – Reduction consensual with overwhelming majority approval – Singapore decisions distinguished as relating to court-ordered buyouts in oppression contexts – Section 66 does not restrict DLOM use – Valuation methodology proper considering BAL share value, BTL net asset value and appropriate discount for illiquidity – Subsequently verified by ICICI Securities and SBI Caps Securities – DLOM application valid [Paras 4-6, 38-48].

Procedure – Notice and Disclosure – Tricky Notice Doctrine – Valuation Reports – Appellants alleged notice was tricky for not supplying valuation and fairness reports, using valuer related to internal auditor, concealing methodology and issuing both reports on same date – Relied on Baillie vs Oriental Telephone, Kaye vs Croydon Tramways establishing exceptions to proper plaintiff rule – Respondent contended Section 66 unlike Sections 62, 230, 232, 236 does not mandate valuation report – Reports voluntarily obtained and kept at registered office available for one month voting period – Court examined tricky notice origins in cases of artful framing to mislead shareholders by concealing material facts – Held: Section 66 does not statutorily require valuation report – Price offered fully disclosed in notice – Valuation and fairness reports available for inspection at registered office accessible during one month period – One appellant's advocate inspected documents, sought only shareholder details, raised no valuation dispute – Notice contained complete disclosure required for capital reduction – No concealment or misleading to constitute tricky notice – Fairness report on same date as valuation indicates issuance date not time taken for evaluation – Valuations best left to experts – No procedural infraction [Paras 23-37].

NCLT and NCLAT – Composition of Benches – Technical versus Judicial Members Majority – Appellant challenged NCLAT bench of one Judicial Member and two Technical Members as violating Madras Bar Association (2010) directions for judicial majority in larger benches – Court examined constitutional bench decisions and current statutory provisions – Held: Section 418A requires NCLAT bench to have at least one Judicial and one Technical Member – No current statutory requirement for judicial majority – Provisions challenged in 2010 replaced by Companies Act 2013 – All adjudicators whether judicial or technical should be reasonable persons with resolute minds and unbiased views – Technical Members bring administrative and subject expertise for holistic adjudication – No distinction in capability or quality between judicial and technical members sitting together – Bench headed by Judicial Member with unanimous opinion – State of MP vs BR Thakare distinguished – No jurisdictional defect [Paras 16-22].

Valuation – Independence of Valuer – Internal Auditor Relationship – Conflict of Interest – Appellants alleged valuer was sister concern of BTL internal auditor with common partners and directors creating bias – Respondent argued internal auditor operates independently per ICAI guidelines, valuation affirmed by independent agencies – Court examined ICAI Basic Principles requiring internal auditor independence from undue influence – Held: Internal auditor appointed under Section 138 read with Companies (Accounts) Rules 2014 operates as independent statutory verification mechanism – Appointment does not create relationship with company causing bias – Valuer affiliation with internal auditor insufficient to establish bias – Bias must be demonstrably real and present not mere probability – Fairness report obtained from totally different unrelated agency – Valuation additionally affirmed by ICICI Securities and SBI Caps Securities – Company auditor certificate per Section 66(3) proviso confirming compliance with Section 133 accounting standards – No real danger of bias shown [Paras 33-37].

Shareholders Rights – Informed Decision Making – Document Access – Comparison with Other Exit Options – Appellants contended reports not supplied despite requests, only kept at registered office insufficient – Compared capital reduction unfavorably with voluntary buyback under Section 68 and compromise under Section 230 requiring valuation disclosure – Court distinguished statutory schemes – Held: Section 66 capital reduction is involuntary exit measure unlike voluntary buyback under Section 68 or consensual compromise under Section 230 – Different provisions have different disclosure requirements – Registered office accessible to shareholders – Most appellants resided in Delhi when registered office at Gurgaon – Modern travel ease enables document verification – One month period between notice and voting sufficient – One appellant's advocate verified reports – Firestone decision based on travel difficulty not applicable – Adequate accessibility provided – Sufficient disclosure made [Paras 25-32, 37].

Test for Tribunal Confirmation – Standards of Fairness and Reasonableness – Prejudice to Minority Shareholders – Court synthesized principles from Re Reckitt Benckiser, Re Cadbury India, British and American Trustee vs Couper – Tribunal must examine whether: (i) scheme against public interest (ii) fair, just and reasonable (iii) unfairly discriminatory or prejudicial to shareholder class (iv) creditors consenting or secured – Prejudice requires more than receiving less than desired – Must show forcing shareholders to divest at rate far below reasonable in inherently unjust manner – Reasonableness tested against past offers, extinguishments, buybacks – Held: If offered rate exceeds past rates burden exponentially high on objector to prove real prejudice – Test whether fair-minded reasonable person without microscopic scrutiny finds valuation egregiously wrong offending judicial conscience – Valuation not divorced from market reality – BTL holding only listed BAL shares – Rights issue in 2016 offered 115 shares at par exponentially increasing holdings – Appellant holding single share pre-rights received Rs.22,828.80 for 116 shares compared to highest claimed Rs.2,000 earlier offer – No egregious error in valuation – All fairness tests satisfied [Paras 42-52].

Corporate Governance – Fiduciary Duty – Proper Plaintiff Rule and Exceptions – Fraud on Minority – Appellants invoked exceptions to Foss vs Harbottle including fraud on minority and tricky notice requiring individual shareholder action – Argued directors owe fiduciary duty to minority requiring higher fairness standard in forced exit – Court examined evolution from Foss vs Harbottle through Baillie, Kaye vs Croydon Tramways, Claude-Lila Parulekar – Held: Proper plaintiff rule subject to exceptions for ultra vires acts, fraud on minority, illegal majority action and tricky notice – However Section 66 is statutorily sanctioned with safeguards – Eleven appellants do not constitute minority under Section 244 requiring minimum 100 members or one-tenth share value – No oppression established – Reduction consensual with 99.90 percent overall and 76.35 percent identified shareholders approving – Tribunal scrutiny ensures fairness ex debito justitiae – Claims of justice satisfied through statutory protections [Paras 25-27, 40-43].

Price Determination – Comparison with Previous Transactions – Strategic Partnership Distinguished – Appellants compared offered price unfavorably with 2001 buyback at Rs.96, 2006 promoter offer at Rs.400, 2007 broker offer at Rs.2,000, and 2018 SingTel preferential allotment at Rs.310 – Argued capital reduction price should match or exceed benchmarks – Court examined each transaction contextually – Held: 2001 buyback and 2006 promoter offer both preceded rights issue – 2007 broker offer unsubstantiated and far before rights issue – 2018 SingTel transaction was strategic partnership requiring premium under FEMA regulations distinguished from capital reduction – Rights issue fundamental game-changer offering 115 shares at par for every share – Fair value cannot be divorced from market value especially where company's only business is holding listed subsidiary shares – Seasoned retail investors made informed calculated decision – Majority including identified shareholders voted in favor – Subsequent verification by independent agencies for Custodian affirmed valuation – No unreasonableness demonstrated [Paras 12-14, 46-50].

Decision: Appeals dismissed – NCLT and NCLAT orders confirming reduction of share capital upheld – Share price of Rs.196.80 per equity share approved – No procedural infraction established – Valuation methodology proper with valid DLOM application – Price fair and reasonable considering all circumstances – Special resolution passed with overwhelming majority – Statutory safeguards complied with – No demonstration of real prejudice, palpable bias or obvious unfairness – Pending applications disposed of.

Criminal Law – POCSO – SC/ST Act – Conviction – Quashing – Article 142 – Subsequent Marriage – FIR No. 129 of 2022 registered against the appellant for offences under Sections 363, 366-A and 376 IPC, Sections 3(2)(v), 3(2)(va) and 3(1)(w) of the SC/ST (Prevention of Atrocities) Act, and Sections 3 and 4 of POCSO Act – Appellant convicted by Sessions Court in S.C. ATR No. 78 of 2022 vide judgment dated 11.12.2023 – High Court dismissed application for suspension of sentence on 13.10.2025 – During pendency of appeal, the appellant and the victim/respondent No. 2 married each other and filed a joint application for quashing the FIR, proceedings and conviction – Held: Although the victim was a minor at the relevant time, she and the appellant are now husband and wife leading a happily married life – Continuation of incarceration would be harassment not only to the appellant but also to respondent No. 2 who is no longer interested in prosecuting her husband – Fit case for exercise of power under Article 142 of the Constitution of India to do complete justice – FIR, sessions trial and judgment of conviction and sentence quashed – Appellant discharged of all offences [Paras 5-9].

Decision: Leave granted – Appeal allowed – FIR No. 129 of 2022 and the sessions trial leading to judgment of conviction and sentence dated 11.12.2023 quashed – Appellant discharged of all offences – Criminal Appeal No. 15783 of 2023 pending before the Madhya Pradesh High Court rendered infructuous and disposed of.