Rajasthan High Court - Jodhpur
Jsw Steel Limited vs Ram Pratap Lalgadhiya on 26 September, 2025
Author: Farjand Ali
Bench: Farjand Ali
[2025:RJ-JD:42655]
HIGH COURT OF JUDICATURE FOR RAJASTHAN AT
JODHPUR
S.B. Civil Review Petition No. 16/2021
Jsw Steel Limited, Jsw Centre, Bandra Kurla Complex, Bandra
(E), Mumbai 400051
----Petitioner
Versus
1. Ram Pratap Lalgadhiya S/o Bansidhar, Matra Chhaya,
Swami Dayanand Marg, Shri Ganganagar
2. Anju Bala W/o Ram Pratap Lalgadhiya, Matra Chhaya,
Swami Dayanand Marg, Shri Ganganagar
3. M/s Share Pro Services, Satma Estate, Third Floor,
Cordinalgracier Road, Chakala Andheri (East) Mumbai
----Respondents
Connected With
S.B. Civil Review Petition No. 14/2021
Jsw Steel Limited, Jsw Centre, Bandra Kurla Complex, Bandra
(E), Mumbai 400051
----Petitioner
Versus
1. Abhishek Kumar S/o Ram Pratap Lalgadhiya, Matra
Chhaya, Swami Dayanand Marg, Shri Ganganagar
2. M/s Share Pro Services, Satma Estate, Third Floor,
Cornidal Gracier Road, Chakala Andheri (East) Mumbai
----Respondents
S.B. Civil Review Petition No. 15/2021
Jsw Steel Limited, Jsw Centre, Babdra Kurla Complex, Bandra
(E), Mumbai 400051
----Petitioner
Versus
1. Ram Pratap Lalgadhiya S/o Bansidhar, Matra Chhaya,
Swami Dayanand Marg, Shri Ganganagar
2. M/s Share Pro Services, Satma Estate, Third Floor,
Cordinal Gracier Road, Chakala Andheri (East) Mumbai
----Respondents
For Petitioner(s) : Mr. Ravi Bhansali, Sr. Advocate
assisted by Mr. Ramit Mehta
Mr. Gaurav Kumar Singh
Mr. Vipul Dharmia
For Respondent(s) : Mr. SL Jain
Mr. Abhinav Jain
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HON'BLE MR. JUSTICE FARJAND ALI
Order
Reportable
Order Pronounced On : 26/09/2025
Order Reserved On : 20/09/2025
BY THE COURT:-
Grievance of the Case
1. By way of filing this instant petition under Section 114 read
with Order XLVII Rule 1 and Section 151 of the Code of Civil
Procedure, 1908, the petitioner seeks review of the
Judgment dated 27.04.2021 passed in S.B. Civil Second
Appeal No. 263 of 2019, titled "JSW Steel Limited vs. Ram
Pratap Lalgadhiya & Ors.", whereby the Second Appeal
preferred by the petitioner, along with connected appeals,
came to be dismissed, and the decree passed by the First
Appellate Court was upheld. The grievance of the petitioner
is that material questions of law bearing on the right of the
company to forfeit fully convertible debentures on default of
payment, the binding force of the Prospectus and Call
Letters, and the legal consequences of non-payment of call
money were not adjudicated, and reliance was erroneously
placed on Section 122 of the Companies Act, 1956, resulting
in findings that have grave implications on the legality of
public issues and forfeiture rights of companies.
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Facts of the Case
2. The present Review Petition arises out of S.B. Civil Second
Appeal No. 263 of 2019 and connected Appeals (Nos.
264/2019 and 265/2019), which were dismissed by this
Court vide Judgment dated 27.04.2021, upholding the order
of the First Appellate Court reversing the dismissal of the
respondents' suit for declaration and injunction by the Trial
Court. The factual matrix traces back to a public issue
floated by the predecessor of the Review Petitioner, Jindal
Iron and Steel Co. Ltd. ("JISCO"), through a Prospectus for
issuance of 1,72,42,080 secured zero-interest fully
convertible debentures (FCDs) of Rs.100 each, payable in
three installments. While the respondents herein duly paid
the first two installments, they failed to comply with the
prescribed mode and timeline for payment of the final
installment despite clear stipulations in the Call Letters dated
01.12.2003 and 28.02.2004 mandating payment by demand
draft/pay order at Mumbai on or before 13.03.2004. Instead,
the respondents tendered a local cheque beyond the due
date, resulting in forfeiture of the FCDs by the Company. The
respondents thereafter instituted suits for declaration and
injunction, which were dismissed by the Ld. Trial Court on
19.09.2016, holding that the respondents had not complied
with the Call Letters and that the Company was entitled to
forfeit the FCDs. On appeal, however, the Ld. Appellate Court
vide judgment dated 18.07.2019 decreed the suits, holding
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inter alia that debentures could not be forfeited and treating
the instrument as akin to a loan, which view was affirmed by
a coordinate bench of this Court in the impugned Judgment.
In the Second Appeal, the Review Petitioner had specifically
raised seven substantial questions of law, namely:
(I) whether the appellate court rightly decreed the suit
despite failure of the plaintiff to deposit the third installment
by 13.03.2004;
(II) whether the appellant had rightly forfeited the right to
issue equity shares due to such default under order dated
14.06.2004;
(III) whether the Trial Court committed illegality in not
issuing summons after allowing amendment under Order VI
Rule 17 CPC, thereby denying the appellant opportunity to
defend;
(IV) whether the appellate/civil court had jurisdiction to
decree issuance of FCD shares;
(V) whether rejection of the appellant's application under
Order IX Rule 7 CPC was erroneous;
(VI) whether the appellate judgment and decree was passed
in ignorance of law rendering it liable to be quashed; and
(VII) whether a suit seeking declaration and injunction for
issuance of fully convertible debentures was maintainable
before a civil court.
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3. It is the case of the Review Petitioner that while the Second
Appeal was decided only on three of the above issues (III,
IV, and V), the core questions relating to forfeiture rights
under the Prospectus and Call Letters (I and II) were left
unadjudicated, despite their foundational impact on the
dispute. It is further contended that the Prospectus, being a
statutory and contractual document under the Companies
Act, 1956 and SEBI regulations, bound both the Company
and subscribers, and its express terms provided for forfeiture
upon default. The reliance placed by the Hon'ble Court on
Section 122 of the Companies Act, 1956 to conclude that the
Company's remedy lay in recovery of call money, has,
according to the Review Petitioner, the effect of nullifying the
contractual right of forfeiture, altering the binding terms of
public issue, and raising far-reaching implications for
corporate financing. It is in this backdrop, and considering
that the omission to decide all substantial questions of law
amounts to error apparent on the face of the record, that the
Review Petitioner has approached this Court seeking review
of the Judgment dated 27.04.2021.
4. It would be pertinent to note here that a Special Leave
Petition [( CIVIL) Diary No(s). 31967/2022] was filed before
the Hon'ble Supreme Court, but the same was not pressed in
order to explore the remedy of review, and was accordingly
disposed of as not pressed.
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Submissions of the Counsels for the Parties
5. It is submitted by the learned counsel for the petitioner that
the respondents had applied for and were allotted 100
Secured Zero Interest Fully Convertible Debentures (FCDs)
of the applicant company after accepting the terms and
conditions of the Prospectus, which included the authority of
the company to forfeit on default. However, the respondents
deliberately withheld the Prospectus from the record.
6. It is urged by the learned counsel for the petitioner that the
call money notices issued by the company were never
rebutted, thereby showing that the respondents were aware
of the mode of payment and the right of forfeiture. The First
Appellate Court erred in ignoring these undisputed facts. It is
further contended that the appellate court decided the
matter without adverting to the provisions of the Companies
Act, 1956 (Sections 117-123) and the Prospectus, which
form the statutory foundation of any debenture issue. It is
argued that the issue of debentures is contractual between
company and subscriber, and the appellate court exceeded
its jurisdiction by denying the forfeiture right and virtually
rewriting the contract, which is an error apparent on record.
7. It is further submitted that this Court, while dismissing the
appeal, mistakenly recorded that no other substantial
questions of law were pressed, though several important
questions did arise and warranted adjudication. An erroneous
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assumption of concession by counsel is itself a ground for
review, as settled by the Hon'ble Supreme Court. It is also
urged that the finding of the appellate court, that the
company failed to prove non-receipt of final call money, is
perverse inasmuch as the respondents never rebutted the
call letters and reminders. The burden to prove otherwise lay
upon them. It is pointed out that the impugned judgment
proceeded by relying on repealed Section 122 of the
Companies Act, 1956, without considering Section 71(12) of
the Companies Act, 2013, thereby perpetuating an error of
law. It is lastly submitted that denial of a company's right to
forfeit unpaid debentures causes grave prejudice and has
wide adverse implications for capital markets. The matter
deserves reconsideration, and if necessary, remand to the
first appellate court for proper adjudication in light of the
Prospectus and relevant provisions.
8. The counsel for the respondents, while denying all averments
not specifically admitted, have at the outset raised
preliminary objections to the maintainability of the review
petition. It is contended that the petition has not been
preferred by the counsel who appeared in the Second Appeal
and is thus not maintainable, reliance being placed on Tamil
Nadu Electricity v. N. Raju Reddiar and Chand Mal v.
Dhanna Lal( 1997 AIR SC 1005). It is urged that the
scope of review is extremely limited under Order XLVII CPC,
and the petition is nothing but an attempt to reargue the
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matter on merits by engaging a new counsel. Reliance is
placed on Aribam Tuleshwar Sharma v. Aribam Pishak
Sharma( 1979(4) SCC 389)
9. It is further contended that the plea regarding wrongful
recording of concession has not been supported by any
affidavit of the counsel who argued the Second Appeal, as
required by the law laid down in Moran Mar Basselios
Catholicos v. Mar Poulose Athanasius ( 1954 AIR SC
526) Hence, the present petition is not maintainable. The
counsel for the respondents submit that the judgment dated
27.04.2021 has attained finality; execution proceedings are
a natural consequence and cannot be stayed merely because
a review petition has been filed. Reliance is placed on
Malleeswari v. K. Suguna & Anr.( SC - Decided on
08.09.2025).
10.On merits, it is urged that the questions of law I, II, VI and
VII were not pressed at the time of hearing, and the Court
rightly confined adjudication to questions III, IV and V. The
contention to the contrary is misconceived. It is also
submitted that Section 71(12) of the Companies Act, 2013 is
pari materia with Section 122 of the 1956 Act, under which
the remedy lies before the civil court, not the Tribunal. The
appellate court's finding was correct, and review jurisdiction
cannot be invoked to substitute an appellate remedy.
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11.Reliance is placed on Kerala SEB v. Hitech
Electrothermics(2005 (6) SCC 651), State of West
Bengal v. Kamal Sengupta( 2008 AIR SCW 4294) and
Karail Singh v. State of Haryana( 2024 AIR SC 2694)
to contend that appreciation of evidence or correction of
alleged errors of law is beyond the scope of review.
12. Heard learned counsels present for the parties and
gone through the materials available on record.
Observations and Analysis
13. Having carefully considered the rival submissions
advanced at length by the learned counsel for the parties
and upon perusal of the pleadings, documents, and the
judgment under review, this Court is constrained to observe
that the principal grievance urged by the petitioner is that
certain substantial questions of law particularly touching
upon the authority of the company to forfeit fully convertible
debentures upon default of call money and the binding effect
of the Prospectus and Call Letters were not adjudicated.
However, from a plain reading of the impugned judgment
dated 27.04.2021, it is manifest that the Court had
specifically confined its consideration to questions (III), (IV),
and (V), while recording that the other questions were not
pressed. The contention that such questions were wrongly
recorded as not pressed is sought to be raised now, without
any supporting affidavit from the counsel who argued the
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appeal, as mandated by law. In the absence of such
affidavit, the allegation of erroneous recording of concession
cannot be sustained. This Court cannot proceed on a
speculative assumption that its own record is incorrect,
particularly when it carries a presumption of correctness.
14. Even otherwise, the questions relating to forfeiture
rights of the company in respect of debentures had been
extensively examined by both the First Appellate Court as
well as by this Court in Second Appeal. The First Appellate
Court categorically held that the debenture, being in the
nature of an investment contract, did not admit of forfeiture
in the manner claimed by the company and that the remedy
available was confined to recovery of call money. This view
was subsequently affirmed by this Court in the Second
Appeal. It is trite that findings rendered on a mixed question
of law and fact, after due consideration of pleadings and
evidence, cannot be reopened through the limited window of
review. What the petitioner seeks is in effect a re-agitation of
the very issues which have already been adjudicated on
merits by the appellate hierarchy.
15. Reliance placed by learned counsel for the petitioner on
the Prospectus and Call Letters, as conferring a contractual
right of forfeiture, is also misconceived in the context of
review jurisdiction. The appellate judgment had already
considered the binding nature of the Prospectus and
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concluded that the statutory provisions under the Companies
Act prevailed. Whether such conclusion is correct or
erroneous in law is itself a matter of appellate scrutiny and
not a matter for review. This Court cannot, in review,
undertake a long-drawn process of reasoning to re-evaluate
such findings, for that would amount to exercising appellate
rather than review jurisdiction.
16. It is further to be noted that once a considered opinion
has been rendered by the appellate court on the legal and
factual aspects, the same court cannot assume appellate or
revisional powers in review to test the correctness of its own
conclusions.
17. The distinction between the general powers of appeal
and the circumscribed powers of review is well-marked. An
appellate court, while exercising appellate jurisdiction, is
duty-bound to examine every substantial point of law and
render findings as to whether the view taken by this Court
below is correct or erroneous. Such exercise, however, is
wholly alien to review jurisdiction. A review court is not
empowered to undertake a fresh adjudication of points
already argued, nor can it sit in judgment over the
correctness of its own findings. To permit otherwise would be
to obliterate the very distinction between appeal, revision,
and review.
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18. At this stage, it is also pertinent to advert to the
exposition of law by the Hon'ble Supreme Court in
Malleeswari v. K. Suguna & Anr.( SC - Decided on
08.09.2025). wherein the Court authoritatively held that
review proceedings cannot be treated as a continuation of
the appellate process, nor can they be used for re-appraisal
of evidence or substitution of one possible view with another.
The Supreme Court has cautioned that an error apparent
must be one which is self-evident and does not require
elaborate argumentation to establish. A patent error is
reviewable; a debatable point of law is not. In that case, the
High Court was found to have exceeded its jurisdiction by
recording fresh findings of fact while exercising review
powers, which was impermissible. The same principle
squarely applies here.
19. Viewed thus, the attempt of the petitioner to resurrect
the issue of forfeiture of debentures, despite concurrent
findings against it by both the First Appellate Court and this
Court, is plainly an endeavour to secure a rehearing of the
appeal under the guise of review. The Court cannot permit
its review jurisdiction to be converted into a second appeal.
The grievance sought to be projected by the petitioner was
very much available and in fact urged before the appellate
forum. Having been adjudicated, it cannot now be reopened.
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20. The scope of review jurisdiction is inherently narrow
and circumscribed. It is well-settled that a review is not an
appeal in disguise, nor can it be invoked as a means to
rehear the matter or substitute one possible view for
another. The jurisdiction under Section 114 read with Order
XLVII Rule 1 CPC is confined to rectification of an error
apparent on the face of the record, discovery of new and
important matter or evidence which could not be produced
despite due diligence, or any analogous ground which may
warrant interference. A review court cannot reopen entire
findings of fact or law, nor can it sit as a court of appeal over
its own judgment. Re-investigation or re-examination of
facts over which a conscious view has already been taken, or
a mere change of mind from the opinion earlier formed, is
impermissible within the limited contours of review.
21. On the conspectus of the above discussion, this Court
finds no error apparent on the face of the record, no
discovery of new evidence, nor any other sufficient ground
which may warrant interference in review. The petition is, in
essence, an attempt to revisit and reargue the merits of the
case, which is legally impermissible.
22. For the foregoing reasons, and in light of the
authoritative pronouncement of the Hon'ble Supreme Court
in Malleeswari v. K. Suguna (supra), this Court finds no merit
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in the present Review Petition. The same stands dismissed,
with no order as to costs.
(FARJAND ALI),J
209-Mamta/-
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