NCLAT upholds NCLT's direction for share valuation in oppression and mismanagement petition

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Published 30 October 2026

Case: Shefali Agrawal And Anr & Ors vs M/S Stone Age Pvt .Ltd & Ors. & Ors
Bench: Justice Sharad Kumar Sharma, Member (Judicial)
Decided: 29 October 2026
Statutes: Companies Act, 2013 — s.241, s.242
Source: Indian Kanoon (NCLAT)

Bottom Line Up Front (BLUF)

In Shefali Agrawal And Anr & Ors vs M/S Stone Age Pvt .Ltd & Ors. & Ors, the NCLAT, on 2026-10-29, upheld the NCLT's order directing the appointment of a Registered Valuer for share valuation in a petition filed under Sections 241 and 242 of the Companies Act, 2013, concerning oppression and mismanagement.

Ratio Decidendi · Legal Principle Established

The National Company Law Tribunal has the power to direct the appointment of a Registered Valuer for the valuation of shares in proceedings concerning oppression and mismanagement under Sections 241 and 242 of the Companies Act, 2013, to determine the respective shareholding status and resolve the controversy.

Practice & Procedural Impact for Advocates

Advocates should be prepared to argue for or against the appointment of a Registered Valuer in NCLT proceedings under Sections 241 and 242. Litigants should ensure timely compliance with NCLT directions regarding valuer appointment and submission of reports, as non-compliance can affect the outcome of the proceedings.

Key Legal Takeaways

1NCLT can direct share valuation by a Registered Valuer in oppression and mismanagement cases.
2Valuation reports must be submitted to all parties and the Tribunal within specified timelines.
3The cost of the Registered Valuer is typically borne by the respondent company.

The Legal Issue The core legal issue before the National Company Law Appellate Tribunal (NCLAT) was the validity of an order passed by the National Company Law Tribunal (NCLT) in proceedings initiated under Sections 241 and 242 of the Companies Act, 2013. The NCLT's order, dated 12.10.2023, directed the respondent company to appoint a Registered Valuer for the valuation of its shares as of that date. The appellant challenged this direction, which was part of the NCLT's determination of a controversy related to the shareholding status of heirs in the company.

Court's Reasoning The NCLAT, through Justice Sharad Kumar Sharma, Member (Judicial), considered the NCLT's order. The NCLT had specifically directed that the Registered Valuer should not consider the acquisition of M/s Orvi Design Studio for valuation purposes, as the decision undertaken in the EOGM dated 18.11.2021 had not been implemented. The NCLT's order also stipulated that the valuation report should include the price per share and be provided to all parties and their counsels within 10 days, with a copy to the Tribunal. The fees of the Registered Valuer and incidental expenses were to be borne by the respondent company. The NCLAT's review of these directions indicates an affirmation of the NCLT's power to issue such orders to resolve disputes concerning oppression and mismanagement under Sections 241 and 242 of the Companies Act, 2013.

What Follows The NCLAT's decision effectively upholds the NCLT's order. Consequently, the respondent company is obligated to appoint a Registered Valuer within 7 days from the date of the NCLT's original order (12.10.2023) for the valuation of shares. The Registered Valuer must then provide the valuation report to the respective parties, their counsels, and the Tribunal within 10 days, excluding the acquisition of M/s Orvi Design Studio from the valuation. The respondent company must bear all associated fees and expenses.