Shefali Agarwal was a director of Stone Age Pvt. Ltd. before she fell out with the company's management and filed oppression and mismanagement proceedings against it under Sections 241 and 242 of the Companies Act, 2013. The NCLT's Jaipur bench, hearing that petition, did not try to patch over the relationship. In October 2023 it ordered a registered valuer to work out what her shareholding was worth and built her an exit route: a compulsory buyout at that valuation.
Agarwal did not get the number she wanted. Rather than accept it, she went back to the NCLT with a fresh application, this time asking the tribunal to direct the valuer to correct what she called arithmetical errors, redo the exercise, and arrive at a higher buyout price. The NCLT's Jaipur bench rejected that application, and she carried the fight to the NCLAT.
This was not her first appellate round on the valuation. The NCLAT had already upheld the valuer-driven buyout mechanism in an earlier appeal decided on 14 May 2026. She took that outcome to the Supreme Court, which declined to interfere on 4 August 2026, going through the material on record and finding no good ground to disturb the appellate order. By the time her revaluation application reached the NCLAT a second time, the valuation and the buyout mechanism built around it had already survived one full round of appeal and a Supreme Court challenge.
The Principal Bench, comprising Justice Sharad Kumar Sharma along with technical members Arun Baroka and Indevar Pandey, treated that history as decisive. It held that issues relating to share valuation and the consequent buyout mechanism, once they have attained finality through an unchallenged or unsuccessfully challenged appellate order, cannot be reopened through a subsequent interlocutory application before the same tribunal that heard the original petition. A litigant who is unhappy with a valuation outcome has to raise every objection to it at the appropriate stage of that proceeding, not revisit the same number through a fresh application once the earlier round has closed.
Agarwal had tried to rely on the liberty the NCLT's original 2023 order had given her, arguing that it kept the door open for her to come back if the valuation turned out to be flawed. The bench read that liberty narrower than she did, confining it to questions of implementing the buyout, not to retesting the valuation figure itself once a higher forum had already looked at it. It also rejected her reliance on the Supreme Court's merger doctrine from Kunhayammed v. State of Kerala, finding that principle did not transplant cleanly into this statutory appellate setting, where the NCLAT's own order and the Supreme Court's refusal to interfere with it already stood as the final word on the valuation question.
On the facts, the tribunal also noted that Agarwal had been given more than one opportunity to raise her objections directly with the valuer and before the NCLT at the time the valuation was first conducted, and had not used them. That mattered to the outcome: a party who stays silent when a valuation is open to challenge, and only complains once the figure is fixed and has survived appeal, is on weak ground asking a tribunal to treat the same figure as still negotiable. The bench's framing also drew a line between a genuine arithmetical slip, which a tribunal might in principle still correct even at a late stage, and a disagreement with the valuer's underlying methodology dressed up as an arithmetical complaint, which this application was found to be once the record was examined.
For minority shareholders pursuing oppression and mismanagement remedies, the order draws a hard line around when a valuation dispute actually has to be fought. Objecting after the valuer has reported, and after the NCLAT and the Supreme Court have both looked at the resulting buyout mechanism, is too late. Any challenge to methodology, comparables, or arithmetic has to be raised while the valuation is still being conducted or immediately once the report is filed, inside the same round of proceedings, because a later application asking the tribunal to simply redo the exercise will run straight into this finality bar.