Issues: (i) Whether the respondent-firm's registration was proved so as to avoid the bar under Section 69(2) of the Indian Partnership Act, 1932; (ii) Whether the suit for recovery on unpaid invoices was barred by limitation.

Issue (i): Whether the respondent-firm's registration was proved so as to avoid the bar under Section 69(2) of the Indian Partnership Act, 1932.

Analysis: The memorandum issued by the Registrar of Firms recorded the filing, recording and registration of the firm and disclosed its registration number and date. The certified Form-VIII produced at the appellate stage corroborated those particulars. The additional document was properly received since it enabled a just adjudication and confirmed the existing documentary proof.

Conclusion: The respondent-firm's registration was validly proved; the suit was not barred under Section 69(2) of the Indian Partnership Act, 1932. This issue is in favour of the respondent.

Issue (ii): Whether the suit for recovery on unpaid invoices was barred by limitation.

Analysis: The claim rested on individual invoices, not a running account. The communication relied on did not acknowledge the invoices sued upon; it admitted and paid only specified bills, while disputing the remaining demand. Proceedings for winding up were distinct from a civil recovery action and could not extend the limitation period for the suit. Even assuming exclusion of time spent in the company proceeding, the company petition itself had been filed after expiry of limitation for the relevant bills; the suit was also instituted after limitation had expired for the remaining unpaid invoices.

Conclusion: The recovery claim was barred by limitation. This issue is in favour of the appellant.

Final Conclusion: Although the respondent-firm was competent to institute the suit, no monetary recovery could be granted because the invoice-based claim was time-barred.

Ratio Decidendi: A winding-up proceeding does not suspend or extend limitation for an independent suit for recovery, and payment of separately admitted invoices does not amount to acknowledgment or part payment of disputed invoice claims.

Issues: Whether the security-service provider could pursue its unpaid service claim in the ongoing corporate insolvency proceedings before the NCLT.

Analysis: The company is now undergoing the Corporate Insolvency Resolution Process before the NCLT. The claim for payment for security services may therefore be placed before that forum for consideration in the insolvency proceedings.

Conclusion: The petitioner may join the NCLT proceedings and submit its claim for unpaid security-service charges.

Issues: Whether the review petition disclosed an error apparent on the face of the record or other ground warranting reconsideration of the impugned order.

Analysis: No error apparent on the face of the record or merit warranting reconsideration was found.

Conclusion: The review petition did not establish any ground for review and was dismissed.

Issues: Whether possession or eviction could be secured through police assistance while the purchaser's application for vacant possession remained pending before the Company Court.

Analysis: The application seeking vacant possession was pending before the Company Court. Expedited consideration of that application was directed, and police assistance for eviction or securing possession was prohibited unless directed by the Company Judge.

Outcome: The special leave petition was disposed of with directions for expeditious consideration of the pending company application and restraint on police-assisted eviction.

Issues: Whether the company dispute should be referred to arbitration by consent of the parties and the orders of the National Company Law Tribunal and National Company Law Appellate Tribunal should be set aside.

Analysis: The parties jointly sought disposal of the matter on consent terms and placed draft minutes of consent order on record. The Court accepted the consensus that the disputes were better suited for arbitral adjudication, appointed a sole arbitrator, fixed the seat of arbitration at Delhi, and left the arbitrator's fee to be settled in consultation with the parties. The earlier orders relating to maintainability before the tribunals were expressly set aside, and all contentions were kept open.

Conclusion: The dispute was referred to arbitration by consent, the impugned tribunal orders were set aside, and the appeal was disposed of accordingly.

Issues: Whether a person can be treated as a member of a company for the purposes of Sections 397 and 398 of the Companies Act, 1956, despite the absence of formal entry of his name in the register of members.

Analysis: The expression "member" in Section 2(27) has a wider ambit, while Section 41 lays down the modes by which membership may arise. The jurisdiction under Sections 397 and 398 is equitable in nature and is intended to protect shareholders against oppression and mismanagement. Membership for the purpose of maintainability cannot be confined in a rigid or technical manner to formal entry in the register where the company's conduct and contemporaneous materials show that the person was treated as a stakeholder or shareholder. On the facts, the respondent's investment was accepted and utilised, contemporaneous correspondence and conciliation material recognised his proprietary interest, and the company's conduct supported the conclusion that he had been treated as a member.

Conclusion: The respondent was entitled to be treated as a member for the purpose of maintaining proceedings under Sections 397 and 398, notwithstanding the absence of formal entry in the register of members.

Ratio Decidendi: For proceedings under Sections 397 and 398 of the Companies Act, 1956, the term "member" is not restricted to formal registration alone and may be established by the company's recognition of the person's shareholder status and substantive proprietary interest.

Issues: Whether the impugned orders should be kept in abeyance to facilitate implementation of the approved settlement scheme for payment to investors, and what consequential directions were for effective implementation.

Analysis: The scheme had been approved by the concerned tribunals and this Court, and its stated object was to ensure payment of the settlement amount to entitled investors through an escrow mechanism under supervisory control. The Court noted that continued operation of the impugned orders and the need for further orders from designated courts and authorities could impede implementation. Considering the appellants' stated willingness to carry out the scheme in earnest, the Court directed that the impugned orders be kept in abeyance and that all concerned courts and authorities act expeditiously to enable implementation. The Court also fixed a timeline for deposit or transmission of the settlement amount into the escrow account after de-freezing of the relevant accounts.

Conclusion: The impugned orders were kept in abeyance and directions were issued to facilitate prompt implementation of the settlement scheme, which was in favour of the appellants.

Final Conclusion: The order enabled implementation of the approved settlement mechanism for investor payment by suspending the operation of the impugned orders and issuing coordinating directions to the concerned courts and authorities.

Ratio Decidendi: Where an approved settlement scheme is intended to secure payment to entitled stakeholders, the Court may keep conflicting orders in abeyance and issue ancillary directions to ensure timely implementation of the scheme.

Issues: Whether the appellant was entitled to bail, including statutory bail, in view of prolonged custody and completion of more than one-third of the maximum sentence.

Analysis: The complaint was of 2019, but charges had not yet been framed and the trial was likely to take substantial time. The appellant had remained in judicial custody for about 3.5 years, was stated to be a first-time offender, and had already undergone more than one-third of the maximum sentence of 10 years prescribed under Section 447 of the Companies Act, 2013. On these facts, the entitlement to statutory bail under Section 479 of the Bharatiya Nagarik Suraksha Sanhita, 2023 was made out.

Conclusion: The appellant was entitled to bail and the order refusing bail was set aside.

Issues: Whether the interim arrangement preserving the subject matter of the dispute should continue and the scope of interim protection to be maintained pending adjudication of the Company Petition under Sections 241, 242, 244 and 59 of the Companies Act, 2013.

Analysis: The Court confined its consideration to interlocutory relief necessary to preserve the project land and attendant development rights until the NCLT finally adjudicates the pending Company Petition. Having reviewed the sequence of interim orders passed by appellate and this Court, the Court noted ongoing proceedings before the NCLT and subsequent developments including initiation of insolvency proceedings against a transferee and limited protective works permitted earlier. The Court determined that the paramount interest is to prevent alteration of the nature of the property or creation of further third-party interests which could render the substantive remedy ineffectual, and that the existing interim arrangement should continue while the statutory forum decides the merits. The Court therefore modified the impugned NCLAT order to direct maintenance of status quo as per earlier orders and directed the NCLT to proceed expeditiously with the Company Petition.

Conclusion: The interim arrangement preserving the subject matter shall continue; parties shall maintain status quo in terms of this Court's earlier orders and shall not take steps altering the property or creating further third-party interests; the impugned NCLAT order dated 11.10.2022 is modified accordingly and will operate until disposal of the Company Petition.

Issues: (i) Whether the reduction of share capital under Section 66 of the Companies Act, 2013 and the procedure followed (notice, disclosure and independence of valuer) were vitiated by procedural infirmity or bias; (ii) Whether the valuation method applied, specifically the use of Discount for Lack of Marketability (DLOM), and the price fixed for minority shareholders was unreasonable or perverse, warranting interference by this Court.

Issue (i): Whether the procedure followed for reduction of share capital, including the notice, retention of valuation and fairness reports at the registered office, and the appointment of a valuer allegedly related to the internal auditor, amounted to procedural infirmity or bias invalidating the scheme.

Analysis: The Court examined statutory requirements under Section 66 and related provisions, the contents of the notice, availability of valuation and fairness reports at the registered office, participation and voting by identified shareholders, the NCLT/NCLAT scrutiny and findings, and the evidence regarding connections between the valuer and the internal auditor. The Court noted that Section 66 does not mandate a valuation report, that the company had nonetheless obtained a valuation and a fairness report, that the reports were available for inspection and some shareholders inspected them, and that the NCLT and NCLAT examined objections and issued concurrent findings. On the question of valuer independence, the Court applied the legal standard that bias must be demonstrably real and found no real danger of bias, noting independent affirmation of the valuation by unrelated agencies and compliance with accounting certification requirements.

Conclusion: Against the appellants. The Court held that there was no procedural infirmity or demonstrable bias that vitiated the reduction of share capital or justified interference.

Issue (ii): Whether the valuation and the application of DLOM in fixing the exit price were unreasonable or perverse so as to warrant judicial interference under Section 423 of the Companies Act, 2013.

Analysis: The Court considered statutory scheme, applicable accounting and valuation standards (including Ind AS 113 and ICAI valuation guidance), precedent on DLOM (including foreign decisions and scholarly commentary), the factual matrix of BTL (delisted, sole business being investment in a listed subsidiary, history of rights issue and prior offers), and the NCLT/NCLAT findings. The Court observed that valuation is context sensitive, that Ind AS treats fair value as market-based and permits consideration of marketability, and that ICAI standards recognise DLOM as an adjustment requiring consideration of asset characteristics. The Court applied established tests for interference: whether the scheme is unfair or inequitable, whether the valuation is egregiously wrong or perverse, and whether there is demonstrable prejudice. Having regard to prior offers, the rights issue, independent confirmations, and the NCLT/NCLAT scrutiny, the Court found the valuation rationale plausible and not so unreasonable as to offend judicial conscience.

Conclusion: Against the appellants. The Court held that the application of DLOM and the resultant price were not perverse or egregiously unreasonable and did not justify setting aside the reduction.

Final Conclusion: The appeals are dismissed. The Court affirmed the concurrent findings of the NCLT and the NCLAT that the reduction of share capital and the valuation methodology did not suffer from procedural invalidity or such perversity as to warrant interference under Section 423 of the Companies Act, 2013.

Ratio Decidendi: Where Section 66 of the Companies Act, 2013 permits reduction of share capital without a mandatory valuation report, the Court will not interfere with a statutory reduction confirmed by the Tribunal unless the valuation or process is demonstrably unfair, perverse, or vitiated by real and present bias; adjustments for lack of marketability may be applied consistent with applicable accounting and valuation standards and judicial interference is limited to cases of egregious unreasonableness or perversity.

Issues: Whether the impugned order of the National Company Law Appellate Tribunal suffered from any error of law or fact warranting interference in appeal.

Analysis: The appeal was considered on the basis of the factual and legal matrix placed before the Court. The Court recorded that, on such consideration, the National Company Law Appellate Tribunal had not committed any error of law or fact.

Conclusion: No interference was called for and the appeal was dismissed.

Outcome: Special Leave Petition dismissed on the ground of delay and on merits, with the question of law kept open.

Issues: (i) Whether the NCLAT was justified in remanding the matter to the NCLT for a reasoned decision on merits in place of the NCLT directing an exit option without adjudicating the merits; (ii) Whether the interim order dated 06.04.2018 stands revived upon remand after the lapse of time and material changes.

Issue (i): Whether remand to the NCLT was warranted because the NCLT had not applied its mind to the merits and had directed an exit option without a reasoned finding.

Analysis: The issue concerns whether a tribunal must first adjudicate substantive allegations and record reasoned findings before issuing directions such as an exit option. The matter involves allegations of oppression and mismanagement and the appropriate exercise of the tribunal's powers under the Companies Act. The remand by the appellate tribunal required the NCLT to apply its mind to all aspects and pass a reasoned order on the merits in accordance with law.

Conclusion: The remand to the NCLT was justified; the appellate direction remanding the matter for a reasoned decision is upheld (not in favour of the appellant before this Court).

Issue (ii): Whether the earlier interim order dated 06.04.2018 is to be treated as revived upon remand after material changes and the passage of time.

Analysis: The issue requires assessment of whether intervening events and factual changes after the interim order and after the NCLT's disposal permit restoration of the earlier interim position. Where material changes give rise to fresh causes of action, parties must pursue appropriate remedies; a general revival of an interim order after long lapse and changed circumstances is not warranted.

Conclusion: Revival of the interim order dated 06.04.2018 does not arise and the appeal on this point is disposed of against the appellant.

Final Conclusion: The remand by the appellate tribunal for a reasoned adjudication on merits is sustained and the request to revive the earlier interim order is rejected; the appeals are disposed of accordingly.

Ratio Decidendi: A tribunal must first apply its mind and record reasoned findings on the merits before directing remedies such as an exit option, and an earlier interim order will not be restored by remand where material changes and the passage of time negate the original interim position.