Res judicata in company petitions fails without same parties and a final merits decision; procedural defects do not create a bar.

Res judicata bars a company petition only when the earlier proceeding involved the same parties or privies and was heard and finally decided on merits. A consent settlement, a withdrawn petition, or a petition rejected for procedural non-compliance does not satisfy that test, so the maintainability objection failed and the petition was allowed to proceed. A separate objection based on the absence of an affidavit in the statement of objections was also rejected because the available earlier record was sufficient to decide the limited maintainability question, and the defect did not defeat the objection at that stage.

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Issues: (i) whether the company petition was barred by res judicata on account of earlier proceedings involving similar allegations; and (ii) whether the statement of objections to the maintainability application was liable to be rejected for want of an affidavit under the Company Law Board Regulations, 1991.

Issue (i): whether the company petition was barred by res judicata on account of earlier proceedings involving similar allegations.

Analysis: The prior company petition had not been finally adjudicated on merits against the present petitioner. One earlier proceeding ended in a consent settlement between other parties, without a finding on oppression or mismanagement, and the petitioner was not a party to that proceeding. His application for impleadment had been rejected. The earlier petition filed through a power of attorney holder was withdrawn before being taken on record, and the later petition was rejected for non-compliance with procedural requirements. The essential conditions for res judicata, especially identity of parties and a former matter heard and finally decided, were therefore absent.

Conclusion: The plea of res judicata was rejected and the petition was held maintainable.

Issue (ii): whether the statement of objections to the maintainability application was liable to be rejected for want of an affidavit under the Company Law Board Regulations, 1991.

Analysis: The regulatory scheme required replies and counter-replies to be verified and supported by affidavit. Even so, the record of the earlier proceedings was already available before the authority and was sufficient to decide the maintainability question. The absence of an affidavit in the objections did not affect the decision on the limited maintainability issue at that stage.

Conclusion: The objection based on absence of affidavit was not accepted as a ground to reject the statement of objections or to defeat maintainability.

Final Conclusion: The maintainability challenge failed, and the company petition was permitted to proceed on merits with directions for filing of counter and rejoinder.

Ratio Decidendi: Res judicata applies only where the former proceeding involved the same parties or their privies and the matter in issue was heard and finally decided on merits; a consent settlement, a withdrawn petition, or a petition rejected on procedural grounds does not create such a bar.

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