The Supreme Court on Tuesday dismissed a petition filed by Bhagwati Developers Private Limited (BDPL), a real estate company originally incorporated as Lodha Services, against the promoters of Peerless General Finance & Investment Company Limited. According to reports from The Economic Times, the court bench comprising Justice P S Narasimha and Justice Alok Aradhe dismissed the petition, bringing finality to one of India's longest corporate legal battles. Jayanta Roy, managing director at PGFI, stated that after more than three decades, this judgment brings finality to a long chapter in the history of Peerless. The proceedings had travelled through the Calcutta High Court and the Supreme Court before ultimately reaching the NCLT, with the Supreme Court refusing to interfere with the April 16, 2026 NCLAT judgment. Senior advocate Harish Salve represented Peerless while senior advocate Gopal Subramaniam appeared for BDPL.
The Roy family holds approximately 66% of the company's shares in the 94-year conglomerate with business interests spanning financial services, healthcare, real estate and hospitality. As reported by The Economic Times, the family's holding has subsequently decreased from the original 47% held by Lodha in 2022. The Supreme Court upheld the validity of the company's past decisions, with Roy expressing gratitude that the validity of company decisions taken in good faith has been upheld. Peerless has consistently maintained that the transactions were undertaken lawfully, transparently and in the commercial interests of the company, with the requisite corporate approvals.
The matter pertains to a dispute in the transaction of shares between the two parties that began in March 1987-88. According to The Economic Times, Peerless General Finance & Investment Company Limited took a board decision to strengthen its capital base through a private placement of 30,000 equity shares. The move coincided with transfer of 15,626 shares by Parasmal Lodha to certain entities linked to the Roy family. The dispute originated in proceedings instituted in 1991 and concerned corporate decisions and share transactions undertaken by Peerless in 1987-88, with the original proceedings instituted under Sections 397 and 398 of the Companies Act, 1956. At the heart of the dispute were the issuance of 30,000 equity shares by Peerless through private placement, approved by its shareholders and the board of directors, and the transfer of 15,626 shares by the existing shareholders. The transactions were subsequently challenged on allegations that they were intended to alter the control of Peerless and involved improper use or routing of funds.
On April 16, 2025, the National Company Law Appellate Tribunal (NCLAT) ruled in favour of the Roys, stating it did not find any case of oppression or illegality in relation to the share allotment and transfer under challenge. As reported by The Economic Times, the Kolkata bench of NCLT in July 2022 had ruled that the owners of these shares have to relinquish their holdings and return the dividend and other benefits accrued to them over these years to the company and to Lodha, as applicable. The NCLT had said that the purchase of company shares by the promoters from Lodha was null and void. However, upon consideration of the historical corporate records and contemporaneous material, the NCLAT rejected the allegations of financial impropriety and upheld the validity of the corporate decisions and transactions in question, allowing Peerless's appeals and setting aside the NCLT judgment. The NCLAT's April 16, 2026 order allowed the company petition after more than three decades from the date of the transactions.
