[Cites 7, Cited by 0]
Delhi High Court
Mr. Kalanithi Maran vs M/S Spicejet Ltd. & Anr on 18 March, 2026
Author: Subramonium Prasad
Bench: Subramonium Prasad
$~71, 81, 88 & 89
* IN THE HIGH COURT OF DELHI AT NEW DELHI
Date of decision: 18th MARCH, 2026
IN THE MATTER OF:
+ OMP (ENF.) (COMM.) 32/2019
MR. KALANITHI MARAN .....Decree Holder
Through: Mr. Jayant Mehta, Senior Advocate
wth Ms. Nandini Gore, Ms. Sonia
Nigam, Ms. Swati Bhardwaj, Mr.
Akarsh Sharma, Advocates
versus
M/S SPICEJET LTD. & ANR. .....Judgement Debtors
Through: Mr. Amit Sibal, Sr. Advocate with
Mr. K. R. Sasiprabhu, Mr. Goutham
Shivshankar, Mr. Yasharth Misra, Mr.
Darpan Sachdeva, Advocates
+ O.M.P. (COMM) 43/2019
(81) AJAY SINGH .....Petitioner
Through: Mr. Amit Sibal, Sr. Advocate with
Mr. K. R. Sasiprabhu, Mr. Goutham
Shivshankar, Mr. Yasharth Misra, Mr.
Darpan Sachdeva, Advocates
versus
KAL AIRWAYS PVT LTD & ORS. .....Respondents
Through: Mr. Jayant Mehta, Senior Advocate
wth Ms. Nandini Gore, Ms. Sonia
Nigam, Ms. Swati Bhardwaj, Mr.
Akarsh Sharma, Advocates
Signature Not Verified
Signed By:RAHUL
SINGH OMP (ENF.) (COMM.) 32/2019 etc. Page 1 of 14
Signing Date:21.03.2026
21:05:18
+ O.M.P. (COMM) 42/2019
(88) SPICEJET LIMITED .....Petitioner
Through: Mr. Amit Sibal, Sr. Advocate with
Mr. K. R. Sasiprabhu, Mr. Goutham
Shivshankar, Mr. Yasharth Misra, Mr.
Darpan Sachdeva, Advocates
versus
KAL AIRWAYS PVT LTD & ORS. .....Respondents
Through: Mr. Jayant Mehta, Senior Advocate
wth Ms. Nandini Gore, Ms. Sonia
Nigam, Ms. Swati Bhardwaj, Mr.
Akarsh Sharma, Advocates
+ OMP (ENF.) (COMM.) 31/2019
(89) KAL AIRWAYS PVT. LTD. .....Decree Holder
Through: Mr. Jayant Mehta, Senior Advocate
wth Ms. Nandini Gore, Ms. Sonia
Nigam, Ms. Swati Bhardwaj, Mr.
Akarsh Sharma, Advocates
versus
M/S SPICEJET LTD. & ANR. .....Judgement Debtors
Through: Mr. Amit Sibal, Sr. Advocate with
Mr. K. R. Sasiprabhu, Mr. Goutham
Shivshankar, Mr. Yasharth Misra, Mr.
Darpan Sachdeva, Advocates
CORAM:
HON'BLE MR. JUSTICE SUBRAMONIUM PRASAD
JUDGMENT (ORAL)
EX.APPL.(OS) 358/2026 in OMP (ENF.) (COMM.) 32/2019
I.A. 6746/2026 & I.A. 6807/2026 in O.M.P. (COMM) 43/2019
I.A. 6733/2026 & I.A. 6735/2026 in O.M.P. (COMM) 42/2019
EX.APPL.(OS) 346/2026 in OMP (ENF.) (COMM.) 31/2019
1. EX.APPL.(OS) 358/2026 in OMP (ENF.) (COMM.) 32/2019 and
EX.APPL.(OS) 346/2026 in OMP (ENF.) (COMM.) 31/2019 have been
filed on behalf of Respondents/Decree Holders for necessary directions to
the Petitioners/Judgment Debtors for deposit of the amount as directed by
this Court vide Order dated 19.01.2026.
2. Further, I.A. 6746/2026 in O.M.P. (COMM) 43/2019 and I.A.
6733/2026 in O.M.P. (COMM) 42/2019 have been filed on behalf of
Petitioners/Judgment Debtors for modification of the Order dated
19.01.2026 passed by this Court and extension of time for complying with
the directions contained therein.
3. Lastly, I.A. 6807/2026 in O.M.P. (COMM) 43/2019 and I.A.
6735/2026 in O.M.P. (COMM) 42/2019 have been filed on behalf of
Petitioners/Judgment Debtors for preponment of the date of hearing in the
matter.
4. Before adjudicating upon the Applications enlisted above, this Court
deems it appropriate to summarily recall the essence of the Order dated
19.01.2026, which is stated as under:
(i) The Respondents/Decree Holders were the promoters and
majority shareholders of the Judgment Debtor No.1, holding
58.46% therein.
(ii) In 2013, the Judgment Debtor No. 1 (M/s Spicejet Limited)
began facing acute financial distress and imminent cessation of
operations and in order to ensure continuity of operations, the
Respondents/Decree Holders issued an Offer Letter dated
13.01.2015, proposing transfer of their entire shareholding to
the Judgment Debtor No.2 for a nominal consideration of ₹2/-,
coupled with an arrangement for infusion of committed
financial support aggregating to ₹450 crores. Pursuant thereto,
the parties entered into the Share Sale and Purchase Agreement
dated 29.01.2015 ["SSPA"], which contemplated transfer of
shares, issuance of warrants and non-Convertible Redeemable
Cumulative Preference Shares ["CRPS"], and release of
personal guarantees and securities furnished by the
Respondents/Decree Holders.
(iii) Under the contractual framework, the CRPS was structured as a
debt instrument redeemable only after expiry of a period of
eight years and subject to the terms stipulated in the SSPA.
(iv) It is stated that disputes arose between the parties regarding
performance of reciprocal obligations under the SSPA.
(v) Since the Petitioners/Judgment Debtors failed to comply with
their obligations under the SSPA, the Respondents/Decree
Holders approached this Court by filing Petitions, being OMP
(I) COMM. 71/2016 & OMP (I) COMM 72/2016 under Section
9 of the Arbitration and Conciliation Act, 1996 ["Arbitration
Act"], seeking interim reliefs, which were disposed of vide
Order dated 29.07.2016, wherein this Court directed the
Petitioners/Judgment Debtors to deposit a sum of INR 579
crores with this Court, being the value paid by the
Respondents/Decree Holders towards the value of warrants and
CRPS.
(vi) The Order dated 29.07.2016, was unsuccessfully challenged by
the Petitioners/Judgment Debtors before the Division Bench of
this Court, though the Division Bench by way of its Order dated
03.07.2017, modified the direction passed by the Coordinate
Bench, by permitting the Petitioners/Judgment Debtors to
furnish Bank Guarantee of INR 329 crores and deposit of the
balance amount of INR 250 crores in cash.
(vii) The Order dated 03.07.2017 was again unsuccessfully
challenged by the Petitioners/Judgment Debtors before the
Apex Court.
(viii) Subsequently, for adjudication of disputes, arbitration was
invoked and a three-member Arbitral Tribunal was constituted
on 29.09.2016 in terms of the arbitration agreement contained
in the SSPA. Upon completion of pleadings and hearings, the
learned Arbitral Tribunal rendered its Award dated 20.07.2018
by directing Petitioners/Judgment Debtors to pay the sum of
INR 308,21,89,461/- to the Respondents/Decree Holders along
with pre-award and pendente lie interest @ 12% p.a. w.e.f.
01.11.2015 within two months. The Award dated 20.07.2018
was corrected and modified by the learned Arbitral Tribunal
vide Order dated 20.09.2018 on an application filed by the
Petitioners/Judgment Debtors under Section 33 of the
Arbitration Act.
(ix) Aggrieved by the Arbitral Award to the extent it allowed the
counter claim of the Petitioners/Judgment Debtors, the
Respondents/Decree Holders filed Petitions under Section 34 of
the Arbitration Act, being OMP (COMM) 450/2018 & OMP
(COMM) 451/2018 before this Court.
(x) The Petitioners/Judgment Debtors also challenged the Award
by filing Petitions under Section 34 of the Arbitration Act,
being OMP (COMM) 42/2019 & OMP (COMM) 43/2019,
before this Court, to the extent of grant of claims in favor of the
Respondents/Decree Holders.
(xi) During the pendency of the petitions under Section 34 of the
Arbitration Act, the Respondents/Decree Holders initiated
enforcement proceedings under Section 36 of the Arbitration
Act by filing OMP(ENF.)(COMM) 31/2019 &
OMP(ENF.)(COMM) 32/2019 ["Enforcement Petitions"]
before this Court wherein this Court vide Order dated
25.03.2019, directed the Registry of this Court to release a sum
of INR 250 crores in favour of the Respondents/Decree
Holders.
(xii) Further, vide Order dated 20.09.2019, this Court disposed of the
Enforcement Petitions by directing the concerned bank on
which the BG was drawn, to amend the said BG to the balance
amount due and payable by the Petitioners/Judgment Debtors.
This Court also gave the Respondents/Decree Holders liberty to
approach the Court again, in case of subsequent development
with respect to the status of the Petitioners/Judgment Debtors.
(xiii) Subsequently, the Respondents/Decree Holders once again
approached this Court, seeking inter alia a direction to the
Petitioners/Judgment Debtors to deposit the up-to-date interest
component of the awarded sum. In the said Applications, the
Respondents/Decree Holders also sought for an additional
prayer for restraining the Petitioners/Judgment Debtors from
allotting, transferring, issuing, alienating and/or pledging and/or
creating any third-party interest(s) and/or encumbrance over
any of the promoter shares of the Judgment Debtor No.1
Company. These Applications were tagged with Section 34
Petitions, which were pending before this Court and in the
Order dated 02.09.2020, notice of the deteriorating financial
health of the Judgment Debtor No. 1 Company was taken and it
was observed that the same qualified as a „subsequent
development‟.
(xiv) The Order dated 02.09.2020 was challenged by the
Petitioners/Judgment Debtors before the Apex Court and the
Civil Appeals were disposed of vide Order dated 13.02.2023
with the following directions:
"15. Hence, we direct as follows :
(i) The bank guarantee shall be encashed
immediately and the proceeds shall be payable
to the respondent-decree holder within two
weeks. This will ensure that quantum of the
principal sum due in the award is paid over in
its entirety;
(ii) The appellant shall, within a period of three
months, pay an amount of Rs 75 crores to the
respondent towards the liability on account of
interest pending the disposal of the petition
under Section 34;
(iii) In the event that the appellant defaults in
complying with the above direction for payment
or any part thereof, the award shall become
executable forthwith in its entirety."
(xv) Since the above directions were also not complied with, the
Petitioners/Judgment Debtors filed Applications before the
Apex Court, seeking extension of time for compliance. The said
Applications were dismissed by the Apex Court vide Order
dated 07.07.2023 by holding that there was a breach of its
earlier Order dated 13.02.2023 and resultantly, the Arbitral
Award shall become executable.
(xvi) The Petitioners/Judgment Debtors also filed E.A. No.1283/2023
& 1284/2023 in OMP (ENF.) (COMM) 32/2019 & OMP
(ENF.) (COMM) 31/2019 respectively, which inter alia
contained the averment that only INR 194,51,69,887 was
payable and admittedly, since an amount of INR 50 crores was
already paid in two tranches, only an amount INR
144,51,69,887/- was due and payable.
5. In essence, what this Court took note of while passing the Order dated
19.01.2026 was that applications seeking stay on the Arbitral Award were
filed by the Petitioners/Judgment Debtors. Per contra, it was contended by
the Respondents/Decree Holders that the directions of this Court as well as
the Apex Court inter alia for deposit of the decretal amount, less so the
filing of the affidavit of assets, were repeatedly not complied with even after
the lapse of a period of three years.
6. While the stand of the Respondents/Decree Holders was that since the
Arbitral Award is in the nature of money decree, the amount should be
deposited in this Court, the Petitioners/Judgment Debtors strongly contended
that since applications seeking stay on the Arbitral Award were pending, no
orders for deposit of amount could be passed.
7. Ultimately, this Court on 19.01.2026, after observing the fact that
orders passed by the Apex Court were been complied with and there was
continuous non-compliance on part of the Petitioners/Judgment Debtors, the
fact that the applications seeking stay on the Arbitral Award were not been
disposed of, cannot absolve the Petitioners/Judgment Debtors herein from
complying with the orders of the Court. Since INR 50 crores were already
deposited by the Petitioners/Judgment Debtors out of INR 194,51,69,887/-,
this Court directed the Petitioners/Judgment Debtors herein to deposit the
balance sum of INR 144,51,69,887/- with the Registry of this Court.
8. It is the above-discussed Order dated 19.01.2026 passed by this Court
which is now sought to be modified by the Petitioners/Judgment Debtors by
filing the applications being I.A. 6746/2026 in O.M.P. (COMM) 43/2019
and I.A. 6733/2026 in O.M.P. (COMM) 42/2019.
9. Material on record indicates that the Order dated 19.01.2026 was the
subject matter of challenge before the Apex Court in SLP(C) No.7512-
7515/2026. The Apex Court vide Order dated 27.02.2026 dismissed the
SLPs by observing as under:-
"1. We are not inclined to interfere with the impugned
judgment(s) and order(s) passed by the High Court as
we are of the opinion that it is an abuse of the process.
2. The special leave petition are dismissed with costs
quantified at Rs.1,00,000/- (Rupees One lakh) which
shall be deposited with the "Supreme Court Advocate-
on-Record Association (SCAORA)" within two weeks
from today.
Pending application(s), if any, shall stand disposed
of."
10. I.A. 6746/2026 in O.M.P. (COMM) 43/2019 and I.A. 6733/2026 in
O.M.P. (COMM) 42/2019 are filed by the Petitioners/Judgment Debtors,
with the prayer that instead of depositing the amount of INR 144,51,69,887/-
, the Petitioners/Judgment Debtors may be permitted to give the property
bearing Plot No.114, Udyog Vihar Phase I, Gurugram-122016 ["Spicejet's
Property"], which is owned by the Judgment Debtor No. 1 Company and
valued by a Government Approved Valuer at INR 147,77,00,000/- as
security, in lieu of cash deposit of entire amount of INR 144,51,69,887/-.
11. It is the case of the Petitioners/Judgment Debtors that the Section 34
Petitions are still pending, substantial amounts have already been paid by the
Petitioners/Judgment Debtors and there is now a severe liquidity constraint
and other financial difficulties being faced.
12. It is contended on behalf of the Petitioners/Judgment Debtors that it
would be extremely difficult, if not impossible, for the Petitioners/Judgment
Debtors to arrange a substantial amount of cash within a reasonable time
frame. It is the case of the Petitioners/Judgment Debtors that no prejudice
would be caused to the Respondents/Decree Holders if the Order dated
19.01.2026 is modified only to the extent of permitting the
Petitioners/Judgment Debtors to give security of the abovementioned
Spicejet‟s Property in lieu of cash deposit of entire amount of INR
144,51,69,887/- with the Registry of this Court.
13. Learned Senior Counsel for the Petitioners/Judgment Debtors draws
the attention of this Court to the Order XLI Rule 5 of the CPC and certain
case laws of the Apex Court to buttress his contentions.
14. Per contra, learned Counsel for the Respondents/Decree Holders
contends that the financial condition of the Petitioners/Judgment Debtors is
not stable and that the current liabilities far exceeds the current assets by
about Rs.3,000/- crores. He submits that notice of this deteriorating financial
health of the Petitioners/Judgment Debtors has been taken by this Court as
well as by the Apex Court but what is more important is that the
Petitioners/Judgment Debtors itself admit that monetary issues have been
creeping up for a while now.
15. Learned Counsel for the Respondents/Decree Holders indicates that
till the month of March, 2025, the Spicejet‟s Property was not free from
encumbrances. He also drew the attention of this Court to the relevant pages
of the paper-book of the SLP which was filed by the Petitioners/Judgment
Debtors against the Order dated 19.01.2026 before the Apex Court, which
again contained the very same arguments of financial inability. He submits
that despite the contention that a substantial amount has already been
deposited in this Court being placed by the Petitioners/Judgment Debtors
before the Apex Court, SLP came to be dismissed with exemplary costs
being levied on the Petitioners/Judgment Debtors.
16. In rejoinder, learned Senior Counsel for the Petitioners/Judgment
Debtors contends that the dismissal of the SLP does not preclude this Court
from modifying its order. Reliance is placed on the Judgment passed by the
Apex Court in Khoday Distilleries Ltd. and Others v. Sri Mahadeshwara
Sahakara Sakkare Karkhane Ltd., Kollegal, (2019) 4 SCC 376, to contend
that in limine dismissal of an SLP by a non-speaking order does not amount
to merger of the order of the High Court with that of the Apex Court.
17. Heard learned Senior Counsels for the parties and perused the
material on record.
18. In the opinion of this Court, there is weight in the argument of learned
Senior Counsel for the Respondents/Decree Holders, that all the grounds
which are raised in these applications were raised before the Apex Court in
the SLP filed against the Order dated 19.01.2026 and despite that, the SLP
came to be dismissed with exemplary costs .
19. Moreover, the present case is not one of a review, but of modification.
The dictum of the Judgment passed by the Apex Court in Khoday
Distilleries (Supra), is that the in limine dismissal of an SLP by a non-
speaking order does not amount to merger of the order of the High Court
with that of the Apex Court and it is always open for the High Court to
review its orders, provided a case for review is made out under Order XLVII
of the CPC. Such is not the fact in the present case.
20. Though it is stressed by learned Senior Counsel for the
Petitioners/Judgment Debtors that the Spicejet‟s Property is free from
encumbrances, the material produced before this Court indicates that at least
till March, 2025, the Spicejet‟s Property was under mortgage and there is
nothing on record to show to the contrary. Moreover, nothing prevented the
Petitioners/Judgment Debtors from selling the Spicejet‟s Property and
depositing the money in this Court at any earlier stage which could have
been considered as compliance of the orders of this Court.
21. Above all, once a plea of financial difficulty is pleaded before the
Apex Court, and filing of the SLP against the Order dated 19.01.2026 has
itself been observed to be an abuse of the process of law by the Apex Court,
now it does not lie in the mouth of the Applicants to raise the very same
argument of financial difficulty before this Court. On the same line, this
Court is constrained to observe that even the instant Applications seeking
modification of the Order dated 19.01.2026, are an abuse of the process of
law, as the same arguments are being time and again advanced at various
forums by the Petitioners/Judgment Debtors. All the questions pleaded in the
SLP have been repeated and it cannot be raised again in the High Court.
22. Resultantly, I.A. 6746/2026 in O.M.P. (COMM) 43/2019 and I.A.
6733/2026 in O.M.P. (COMM) 42/2019 are dismissed.
23. As far as prayer made in I.A. 6807/2026 in O.M.P. (COMM) 43/2019
and I.A. 6735/2026 in O.M.P. (COMM) 42/2019 for preponment of the date
of hearing is concerned, dates are fixed in the matters looking at the board
position of the Court and therefore, this Court is not inclined to prepone the
date of hearing in the matter. The cases have been listed on 18.07.2026,
which is a Saturday, for final hearing. No other case has been fixed by this
Court for hearing on that day and therefore, an endeavour shall be made to
commence hearing on the said date. This Court is hopeful that hearing of the
Section 34 Petitions would be concluded on that day itself.
24. Accordingly, I.A. 6807/2026 in O.M.P. (COMM) 43/2019 and I.A.
6735/2026 in O.M.P. (COMM) 42/2019 are also disposed of.
25. As regards prayers made by the Respondents/Decree Holders in
EX.APPL.(OS) 358/2026 in OMP (ENF.) (COMM.) 32/2019 and
EX.APPL.(OS) 346/2026 in OMP (ENF.) (COMM.) 31/2019 are concerned,
in view of the fact that the I.A. 6746/2026 in O.M.P. (COMM) 43/2019 and
I.A. 6733/2026 in O.M.P. (COMM) 42/2019 seeking modification of the
Order dated 19.01.2026 stand dismissed and the time granted by this Court
vide Order dated 19.01.2026 has come to an end, this Court is inclined to
extend the time by four weeks, to enable the Petitioners/Judgment Debtors
for making an endeavour to sell the Spicejet‟s Property and make necessary
arrangements for the deposit of INR 144,51,69,887/- with the Registry of
this Court.
26. With the above observations, EX.APPL.(OS) 358/2026 in OMP
(ENF.) (COMM.) 32/2019 and EX.APPL.(OS) 346/2026 in OMP (ENF.)
(COMM.) 31/2019 are also disposed of.
SUBRAMONIUM PRASAD, J
MARCH 18, 2026
hsk
