Case Note & Summary
The dispute arose in the context of a Company Appeal concerning the appointment of an auditor. The Appellant, Krishan Kumar Bhargava, challenged an order dated 02.07.2026, which rejected his application to change the auditor appointed by the National Company Law Tribunal (NCLT). The NCLT had previously appointed Mr. Shiv Nandan Sharma as the statutory auditor based on a consent order dated 19.09.2024, which had not been challenged by any party. The Appellant later filed a Restoration Application on 11.10.2024, claiming that the consent for the auditor's appointment was misinterpreted. The NCLT rejected this application, stating that the order had attained finality and was based on a mutual agreement among the parties. Subsequently, the Appellant filed CA 161 of 2026, seeking to recall the order on the Restoration Application and modify the auditor's appointment. This application was also rejected by the NCLT, leading to the current appeal. The Tribunal held that the Appellant could not seek modification of a consent order that had been accepted without challenge, emphasizing that the application was not maintainable and did not warrant interference. The appeal was ultimately dismissed, and all interlocutory applications were closed.
Headnote
A) Company Law - Modification of Orders - Scope of Modification Applications - Companies Act, 2013, Section 140(5) - The court considered whether a modification application could be filed after a final order was made, particularly when the order was based on consent and had not been challenged. It held that such applications are not maintainable as they indirectly seek to review a consent order that has attained finality (Paras 1-16).
Issue of Consideration
Whether an application for modification or clarification of an order can be made after a final determination in concluded proceedings.
Final Decision
The Company Appeal was dismissed as lacking merit, with the Tribunal affirming that the application for modification was not maintainable and did not warrant interference.
Law Points
- Modification of orders
- Consent orders
- Maintainability of applications
- Review jurisdiction
- Interlocutory applications
Case Details
2026 LawText (NCLAT) (08) 88
Company Appeal (AT) No. 304 of 2026
Justice Sharad Kumar Sharma, Indevar Pandey
Mr. Abhimanyu Bhandari, Mr. Arjun Syal, Mr. Sahib Kochhar, Mr. Abhishek Anand, Mr. Karan Kohli, Ms. Shristy Singh, Ms. Ridhi ma Mehrotra, Mr. Davinder N. Grover, Mr. Nakul Nagar, Mr. Shashank Sehgal, Mr. Rajiv Shukla, Ms. Shivani Kapoor
Caxton Press Pvt. Ltd. & Ors.
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Nature of Litigation
Company Appeal regarding the appointment of an auditor and modification of prior orders.
Remedy Sought
The Appellant sought to modify the order regarding the auditor's appointment.
Filing Reason
The Appellant claimed the consent for the auditor's appointment was misinterpreted.
Previous Decisions
The order dated 19.09.2024 appointing the auditor was based on consent and had not been challenged.
Issues
Whether a modification application can be filed after a final order has been made
Whether the Restoration Application was maintainable
Submissions/Arguments
The Appellant argued that the consent for the auditor's appointment was misinterpreted.
The Respondents contended that the order had attained finality and was based on mutual consent.
Ratio Decidendi
The Tribunal held that modification applications cannot be entertained after a final order based on consent has been accepted without challenge, emphasizing the principle of finality in consent orders.
Judgment Excerpts
The issue that engages consideration in the instant Company Appeal, is whether, at all, after a final determination has been made, there would be scope for an application for seeking a modification or clarification of an order.
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 basis, the application... was declined to be ventured into on merits.
Procedural History
The Appellant filed Company Petition No. 44/241-242/PB of 2023 along with various interlocutory applications. The NCLT appointed a mediator, which failed to achieve consensus. The NCLT then decided the Company Petition on its merits, leading to the appointment of the auditor on 19.09.2024. The Appellant filed a Restoration Application on 11.10.2024, which was rejected on 11.06.2026. The Appellant subsequently filed CA 161 of 2026, which was also rejected, leading to the current appeal.
Acts & Sections
- Companies Act, 2013: Section 140(5)
