Lamba Exports vs Dhir Global Industries - Recall of SLP

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M/S Lamba Exports Pvt. Ltd vs M/S Dhir Global Industries Pvt. Ltd on 23 March, 2026

Author: Vikram Nath

Bench: Vikram Nath

2026 INSC 275

                                                                                     REPORTABLE

                                         IN THE SUPREME COURT OF INDIA
                                           CIVIL APELLATE JURISDICTION

                                       MISC.APPLICATION NO.1256 OF 2025
                                                                    IN
                        SPECIAL LEAVE PETITION (CIVIL) NO. 12264 OF 2024

                        M/S.LAMBA EXPORTS PVT. LTD.                                …PETITIONER

                                                               VERSUS

                        M/S.DHIR GLOBAL INDUSTRIES
                        PVT. LTD. AND ORS.                                         …RESPONDENTS

                                                               WITH

                                    MISC. APPLICATION NO. 1257 OF 2025
                                                                  IN
                        SPECIAL LEAVE PETITION (CIVIL) NO. 12264 OF 2024

                                                       JUDGMENT VIKRAM NATH, J.

1. The present Miscellaneous Application No. 1256 of
                              2025 (hereinafter referred to as the “MA”) has been
                              filed in Special Leave Petition (Civil) No. 12264 of 2024
                              (hereinafter referred to as the “SLP”) seeking recall of
   
                              whereby the SLP filed against the judgment and order
   

   dated 06.05.2024 passed by the High Court of Punjab
   and Haryana at Chandigarh in Civil Revision No. 3916
   of 2022 came to be dismissed. The case set up in the
   MA is that subsequent developments, including the
   alleged non-disclosure of the proposal for a One Time
   Settlement (hereinafter referred to as the “OTS”), the
   eventual settlement arrived at between the secured
   creditor and the corporate debtor, and the withdrawal
   of the Corporate Insolvency Resolution Process
   (hereinafter referred to as the “CIRP”) under Section
   12A of the Insolvency and Bankruptcy Code, 2016
   (hereinafter referred to as the “IBC”), have a material
   bearing on the foundation on which the matter
   proceeded earlier and warrant reconsideration of the
   order dated 25.02.2025.

2. The facts giving rise to the present MA are as follows:
   

2.1. The dispute between the parties arises out of an
Agreement to Sell dated 13.08.2021 in respect of
the subject property owned by Respondent No. 1.
The applicant claims rights on the basis of the said
agreement. The respondents, on the other hand,
dispute the enforceability of the said arrangement
and contend that the agreement did not survive in
the manner asserted by the applicant.

2.2. The applicant instituted Civil Suit No. 1248 of 2022
seeking specific performance of the Agreement to
Sell dated 13.08.2021, along with consequential
reliefs of declaration, mandatory injunction, and
permanent injunction. The case set up by the
applicant was that the suit property, bearing UV-
375, Udyog Vihar, Phase-IV, Gurugram, was
agreed to be sold for a total sale consideration of
Rs.21,00,00,000/-. It was alleged that the
applicant had paid Rs.30,00,000/- as earnest

        Bank towards the upfront amount for the proposed
        OTS, and a further sum of Rs.30,00,000/- to
        Respondent Nos. 1 to 3. According to the applicant,
        Respondent Nos. 1 to 3 thereafter sought to resile
        from the Agreement to Sell by legal notice dated
        25.03.2022 on the ground that the proposed OTS
        had not been accepted by the Bank, whereas the
        applicant maintained that the Agreement to Sell
        was not liable to be rescinded on that basis and
        that it had always been ready and willing to
        perform its part of the contract.

2.3. Along with the suit, the applicant moved an
application seeking interim injunction restraining
Respondent Nos. 1 to 3 from selling, alienating,

        encumbering, or otherwise creating third party
        rights in respect of the suit property during the
        pendency of the suit. By order dated 19.07.2022,
        the Civil Judge (Junior Division), Gurugram
        allowed the said application and granted interim
        protection in favour of the applicant. Aggrieved
        thereby, Respondent Nos. 1 to 3 preferred an
        appeal, which came to be allowed by the learned
        Additional District Judge, Gurugram by order
        dated      06.09.2022,           whereby       the   order   dated
        19.07.2022 passed by the Trial Court was set
        aside.

2.4. The applicant thereupon challenged the appellate
order before the High Court of Punjab and Haryana
at Chandigarh in Civil Revision No. 3916 of 2022.
By judgment and order dated 06.05.2024, the High
Court dismissed the revision petition. The High
Court held, in substance, that the Agreement to
Sell dated 13.08.2021 was itself contingent in
nature, inasmuch as its performance was
predicated upon the acceptance of the OTS by the
Bank. The High Court noted that the suit property
was mortgaged, that the Bank was not a party to
the Agreement to Sell, and that without the Bank’s
approval to the OTS, Respondent Nos. 1 to 3 were

        not in a position to convey title in respect of the
        property. On that reasoning, the High Court held
        that no prima facie case for grant of interim
        injunction was made out and that, at the highest,
        the applicant could claim recovery of the amounts
        paid by it, but could not, at that stage, insist upon
        specific       performance           of        an   agreement    the
        performance of which had become uncertain in the
        absence of the Bank’s approval.

2.5. It appears that the underlying suit for specific
performance, being Civil Suit No. 1248 of 2022,
continues to remain pending, the proceedings
before this Court having arisen from orders passed
on the interlocutory application seeking interim
protection.

2.6. When the SLP came up before this Court on
04.06.2024, notice was issued. This Court also
directed the applicant to deposit a sum of
Rs.13,00,00,000/- (Rupees Thirteen Crores Only)
with the Registry of this Court within four weeks
and to file an undertaking to deposit an additional
amount of Rs.13,00,00,000/- (Rupees Thirteen
Crores Only) within four weeks after Respondent
No. 4 entered appearance. It is the case of the
applicant that, in compliance with the said order, a

        total sum of Rs.26,00,00,000/- (Rupees Twenty-

Six Crores Only) came to be deposited with the
Registry of this Court.

2.7. The SLP was ultimately dismissed by order dated
25.02.2025. The present MA has thereafter been
filed seeking recall of the order dated 25.02.2025
on the basis of subsequent events which, according
to the applicant, have a direct bearing on the
matter. The respondents have raised a preliminary
objection to the maintainability of the MA and
contend that no such recall application would lie
after dismissal of the SLP.

2.8. The subsequent events relied upon in the MA are
that during the pendency of the SLP, Respondent
No. 1 is stated to have addressed a proposal dated
14.02.2025 to Respondent No. 4 for an OTS and for
withdrawal of the CIRP under Section 12A of the
IBC. It is further the case of the applicant that an
OTS was thereafter concluded on 21.03.2025 for an
amount of Rs.34.85 crore, and that the Committee
of Creditors (hereinafter referred to as the “CoC”),
in its meeting dated 05.04.2025, approved
withdrawal of the CIRP under Section 12A of the
IBC. The applicant also relies upon an email dated
23.03.2025 addressed by it to the Resolution

        Professional           expressing          its     willingness      to
        participate in the process.

2.9. It is on the strength of the aforesaid developments
that the applicant alleges suppression of material
facts and seeks recall of the order dated
25.02.2025. The respondents dispute the said
allegations. Their stand is that the proceedings
before the National Company Law Tribunal were
independent of the proceedings arising from the
suit for specific performance, that the MA is not
maintainable after dismissal of the SLP, and that
the OTS has already been acted upon.

1. Having heard learned counsel for the parties and
   

   having perused the material placed on record, we are
   of the considered view that the present MA does not
   merit acceptance.

2. The first obstacle in the way of the applicant is one of
   

   maintainability. The order dated 25.02.2025, recall of
   which is sought, is not an executory order. It merely
   records that this Court was not inclined to interfere
   with the impugned judgment and order and,
   accordingly, dismissed the SLP. The present MA does
   not seek correction of any clerical or arithmetical
   error. Nor is it a case where directions contained in an

   executory order of this Court have become impossible
   of implementation by reason of subsequent events.
   The settled position is that a post-disposal
   miscellaneous application can be entertained only in
   rare situations of that nature. The present case does
   not fall within that limited class.

3. In Jaipur Vidyut Vitran Nigam Ltd. v. Adani Power
   Rajasthan Ltd.1, this Court has held in clear terms
   that, once a matter stands disposed of, the Court
   becomes functus officio and does not retain
   jurisdiction to entertain an application except in the
   narrow situations recognized by law. The same
   position was reiterated in Ajay Kumar Jain v. The
   State of Uttar Pradesh & Anr.2, where this Court
   deprecated the growing practice of filing miscellaneous
   applications in disposed of proceedings and clarified
   that such an application would be maintainable only
   in the limited situations already noticed above. The
   maintainability objection, therefore, goes to the root of
   the matter and cannot be brushed aside merely
   because notice had been issued in the present MA.

4. That apart, the controversy which is now sought to be
   

   projected in the present MA travels well beyond the

1 (2024) 19 SCC 353
2 2024 INSC 958

   four corners of the proceedings from which the SLP
   had arisen. The SLP arose from a suit-based dispute
   concerning the Agreement to Sell dated 13.08.2021
   and the correctness of the order passed by the High
   Court in Civil Revision No. 3916 of 2022. The present
   MA, however, seeks to found a case for recall on the
   basis of later developments said to have taken place in
   the insolvency proceedings, including the proposal for
   One Time Settlement, the subsequent settlement, the
   decision of the Committee of Creditors, and the order
   passed by the National Company Law Tribunal under
   Section 12A of the IBC. Whether those later steps were
   proper or otherwise cannot be examined collaterally in
   an MA filed in a disposed of SLP arising out of a civil
   revision. If the applicant is aggrieved by any act done
   or order passed in that separate statutory framework,
   it is always open to the applicant to avail of such
   remedy as may be permissible in law before the
   competent forum.

1. At this stage, we may also clarify that we are not
   

   inclined to accept the broad submission that the
   dismissal of the SLP on 25.02.2025, by itself, attracted
   the doctrine of merger. The law is clear that an order
   refusing special leave to appeal, whether speaking or
   non-speaking, does not attract merger. However, that

   does not carry the matter any further for the applicant.

The absence of merger does not mean that a disposed
of SLP can be reopened through a miscellaneous
application on grounds which do not satisfy the settled
parameters of maintainability.

1. Much emphasis was placed by the applicant on alleged
   

   suppression and on the submission that the order
   dated 25.02.2025 deserves to be recalled on the
   ground that fraud was practiced upon this Court.
   There can be no quarrel with the principle that fraud
   vitiates all proceedings and that a Court is not
   powerless where its order has been procured by fraud.
   But the exception is a serious one and cannot be
   invoked on the basis of assertion alone. In the present
   case, the order dated 25.02.2025 is a non-speaking
   order dismissing the SLP. The order dated 25.02.2025
   does not indicate that the dismissal turned upon any
   specific representation which is now alleged to have
   been suppressed. The material now relied upon, even
   if taken at its highest, may at best furnish the
   applicant with a separate grievance arising out of
   subsequent or parallel proceedings. It does not
   persuade us to hold, in the present proceedings, that
   the order dated 25.02.2025 itself was procured by
   practicing fraud on this Court.

2. There is yet another aspect of the matter. The
   

   challenge to the judgment and order dated 06.05.2024
   passed by the High Court had to be considered on the
   record and circumstances as they then stood.
   Subsequent developments in another forum,
   howsoever strongly relied upon by the applicant,
   cannot retroactively render the earlier adjudicatory
   exercise vulnerable in a disposed of SLP. A later event
   may, in a given case, furnish an independent cause of
   action. It cannot, by itself, be used to reopen finality
   in proceedings of a different character and origin.

3. Even otherwise, we are unable to accept the
   applicant’s attempt to invite this Court, in the present
   MA, to comparatively assess the alleged superiority of
   its offer vis-à-vis the settlement which came to be
   accepted in the insolvency process. The statutory
   scheme of Section 12A of the IBC contemplates
   withdrawal of the insolvency process, after
   constitution of the CoC, only upon approval by the
   requisite voting share of the CoC. Once the matter
   enters that domain, the decision whether to accept a
   settlement, whether to continue with the process, or
   whether to adopt one commercial course over another,
   falls essentially within the realm of the collective
   commercial wisdom of the CoC. In K. Sashidhar v.

Indian Overseas Bank3, this Court emphasized that
the legislature has consciously made the commercial
wisdom of the financial creditors non-justiciable and
that the adjudicating and appellate authorities do not
sit in appeal over such business decisions.

1. The same principle was reiterated and explained in Essar Steel (India) Ltd. Committee of Creditors v. Satish Kumar Gupta4, where this Court held that it is the commercial wisdom of the majority of the CoC which determines, through negotiations and assessment of viability, how and in what manner the corporate insolvency resolution process is to proceed. More particularly, this Court observed that the adjudicating authority cannot make any inquiry beyond the limited statutory parameters, nor can it issue directions in relation to the exercise of commercial wisdom of the CoC, whether in approving, rejecting, or otherwise dealing with a proposal. Likewise, in Vallal RCK v. Siva Industries & Holdings Ltd.5, this Court reiterated that where a withdrawal under Section 12A of the IBC has received the requisite approval, the scope of interference remains narrow and the commercial decision of the

3 (2019) 12 SCC 150
4 (2020) 8 SCC 531
5 (2022) 9 SCC 803

   CoC is not to be displaced except on grounds known
   to law.

1. At the same time, it is necessary to state that primacy
   of commercial wisdom does not mean that every action
   taken in the insolvency process is altogether immune
   from scrutiny in every situation. Where a challenge is
   laid in an appropriate proceeding on a legally
   sustainable foundation, such as statutory illegality or
   a jurisdictional infirmity, the matter would naturally
   be considered in accordance with law. However, that
   is not the exercise which can be undertaken in the
   present MA. In these proceedings, which arise out of a
   disposed of SLP in a civil revision concerning an
   Agreement to Sell, this Court cannot be called upon to
   sit over the comparative financial attractiveness of
   rival offers or to substitute its own view for the
   business decision taken by the CoC in the statutory
   process under the IBC. The mere assertion by the
   applicant that its offer was higher would not, by itself,
   furnish a ground to reopen the dismissal of the SLP or
   to unsettle steps taken in a separate insolvency
   framework.

2. For all the aforesaid reasons, we are not persuaded to
   entertain the present MA as a vehicle either for
   reopening the dismissal of the SLP dated 25.02.2025

   or for examining the legality of the subsequent steps
   taken in the insolvency proceedings.

3. Accordingly, Miscellaneous Application No. 1256 of
   2025 is dismissed. In view of the same, MA No. 1257
   of 2025 for ad-interim relief is not required to be dealt
   with.

4. It is, however, clarified that we have expressed no
   opinion on the merits of any proceedings undertaken
   under the Insolvency and Bankruptcy Code, 2016,
   including the order dated 14.05.2025 passed by the
   National Company Law Tribunal, or on the merits of
   Civil Suit No. 1248 of 2022, which, as per the record
   before us, remains pending. All rights and contentions
   of the parties in such proceedings are left open to be
   urged before the competent forum in accordance with
   law.

5. Pending application(s), if any, shall stand disposed of.

………………………………………..J.
[VIKRAM NATH]

                                 ………………………………………..J.
                                        [SANDEEP MEHTA]

NEW DELHI
MARCH 23, 2026