By applications filed before the Delhi High Court under Section 114 read with Order XLVII of the Code of Civil Procedure, 1908 (CPC), the petitioners (SpiceJet) sought a review of an order dated 18-03-2026 passed by this Court. A Single Judge Bench of Justice Subramonium Prasad refused to modify the impugned order and directed SpiceJet to deposit the outstanding amount immediately while also applying costs of Rs. 50,000/-.
The respondents were the promoters and majority shareholders of M/s SpiceJet Limited (SpiceJet), holding 58.46% therein. In 2013, when SpiceJet started facing financial distress and imminent cessation of operations, to ensure continuity of operations, the respondents issued an offer letter dated 13-01-2015, proposing the transfer of their entire shareholding to Ajay Singh, the Managing Director of SpiceJet, for a nominal consideration of Rs. 2/- along with an arrangement for infusion of committed financial support amounting to INR 450 crores.
The parties entered into a Share Sale and Purchase Agreement (SSPA) dated 29-01-2015, contemplating transfer of shares, issuance of warrants, and non-Convertible Redeemable Cumulative Preference Shares (CRPS), and release of personal guarantees as well as securities furnished by the respondents. CRPS was structured as a debt instrument redeemable only after expiry of a period of eight years and subject to the terms of SSPA.
A dispute arose between the parties regarding the performance of reciprocal obligations under the SSPA, and the respondents approached this Court by filing petitions under Section 9 of the Arbitration and Conciliation Act, 1996 (Arbitration Act), seeking interim reliefs, which were disposed of by Order dated 29-07-2016, wherein the review petitioners were directed to deposit Rs. 579 Crores, i.e., the value paid by the respondents towards the warrants and CRPS.
The said order was unsuccessfully challenged by the review petitioners, and this Court, by its order dated 03-07-2017, modified the direction by permitting the review petitioners to furnish a bank guarantee of Rs. 329 crores and deposit the balance amount of Rs. 250 crores in cash. This order was again unsuccessfully challenged by the review petitioners before the Supreme Court. Thereafter, arbitration was invoked, and a three-member Arbitral Tribunal rendered its award dated 20-07-2018, directing the review petitioners to pay Rs. 308,21,89,461/- to the respondents along with pre-award and pendente lite interest at 12% p.a. w.e.f. 01-11-2015 within two months.
The said award was corrected and modified by the Arbitral Tribunal on an application filed by the review petitioners under Section 33 of the Arbitration Act. Aggrieved by the award to the extent that it allowed the counterclaim of the petitioners, the respondents filed petitions under Section 34 of the Arbitration Act before this Court. The petitioners also challenged the award by filing Section 34 petitions to the extent that the claims were granted in favour of the respondents.
During the pendency of the same, the respondents initiated enforcement proceedings under Section 36 of the Arbitration Act, to which this Court directed the Registry to release Rs. 250 crores in favour of the respondents. By an order dated 20-09-2019, the Court disposed of the enforcement petitions by directing the bank on which the bank guarantee was drawn to amend it to reflect the balance due and payable by the petitioners. Thereafter, the respondents approached the Court seeking a direction for the petitioners to deposit the up-to-date interest component of the awarded sum.
The respondents also sought an additional prayer to restrain the petitioners from allotting, transferring, issuing, alienating, pledging, and/or creating any third-party interest over any of the promoter shares of SpiceJet. These applications were tagged with the pending Section 34 petitions, and in the order dated 02-09-2020, notice of deteriorating financial health of SpiceJet was taken. The petitioners challenged the order dated 02-09-2020 before the Supreme Court, and the appeals were disposed of with certain directions. Due to non-compliance with the directions, the petitioners filed applications seeking an extension of time for compliance, which were dismissed by the Supreme Court, holding that there was a breach of its earlier order dated 13-02-2023, and that the Arbitral award should become executable.
In the order dated 20-11-2023, this Court noted that in two applications by the petitioners, there was a ‘without prejudice’ averment, admitting that an amount of Rs. 194,51,69,887/- was due and payable to the respondents. The Court directed the petitioners to pay Rs. 50 crores out of the admitted outstanding amount to the respondents within six weeks. This direction was duly complied with, and the outstanding amount was reduced to Rs. 144,51,69,887/-.
Taking note of the petitioners’ continued non-compliance with the various orders passed by the Supreme Court and this Court, the petitioners, by an order dated 19-01-2026, were directed to deposit the outstanding amount within six weeks. The petitioners approached the Supreme Court against this order by way of Special Leave Petitions, which were dismissed on 27-02-2026. It was held that the filing of these petitions was an abuse of the legal process, and a cost of Rs. 1 lakh was imposed on the petitioners.
The petitioners then sought modification of the order dated 19-01-2026, praying for permission to provide SpiceJet’s property as security in lieu of providing a cash deposit of the outstanding amount. The petitioners contended that they were facing severe liquidity constraints, which would make it nearly impossible for them to arrange the outstanding amount. The Court disposed of interim applications and observed that there was nothing on record to show that SpiceJet’s property was free from encumbrances, especially when the same was under mortgage till March 2025. The Court also opined that if the said property did become unencumbered, nothing prevented the petitioners from bringing it to the Court’s notice earlier.
Four weeks’ time was granted to the petitioners to enable the sale of the said property to arrange the outstanding amount. The present review petitions were filed against the said order.
Since the review petitions were based largely on the contention that there was a mistake on the face of the record of the impugned order, the Court referred to State of West Bengal v. Kamal Sengupta (2008) 8 SCC 612, wherein the Supreme Court considered what exactly could be said to be a ‘mistake or error apparent on the record’. It was noted that, by order dated 19-01-2026, a strong view was taken that orders passed by the Supreme Court could not be left in limbo, particularly when nearly three years had passed after the Supreme Court had specifically ordered the arbitral award to be executed.
It was stated that in February 2023, the Supreme Court directed that the arbitral award be made executable in its entirety immediately if the petitioners failed to deposit Rs. 74 crores within the stipulated time period. The Court said that the significance of the Supreme Court’s order dated 07-07-2023 was that it specifically noted a breach by the petitioner in complying with the earlier order, thereby making the award executable.
The Court noted this Court’s earlier observation that once the contention of financial difficulty was advanced before the Supreme Court, and yet it deemed it fit to dismiss the petitioner’s Special Leave Petition, the petitioners could not be allowed to re-agitate the same contention before this Court.
The Court stated that it could not lose sight of the fact that the outbreak of hostilities in West Asia in February 2026, while the Supreme Court had directed the arbitral award to become executable in 2023. The Court opined that the petitioners were attempting to take advantage of an event that had occurred more than two years after the Supreme Court’s order and that such an attempt could not be permitted under any circumstances.
It was said that the petitioners’ declining financial health had not changed since the passing of the Supreme Court’s order dated 07-07-2023, and that the petitioners’ argument that this Court had erred by not allowing them to furnish SpiceJet’s property must be dismissed since it could not be said that there was an error apparent on the record. Further, the Court said that it had already granted time to the petitioners to endeavour to sell SpiceJet’s property and opined that the petitioners were only abusing the indulgence granted by this Court to sell the property, which was not appreciated by the Court.
The Court agreed that the present petitions were a complete abuse of the process of law and that the recent hostilities could not be used to the petitioners’ advantage. It was also stated that the Court was not prepared to accept the petitioners’ offer for the deposit of the title deeds of SpiceJet’s property in lieu of the arbitral amount, as such an offer could not be a proper compliance with the Supreme Court’s orders.
Hence, the Court dismissed the petitions, with costs of Rs. 50,000/- to be deposited with the Armed Forces Battle Casualties’ Welfare Fund within four weeks. The Court also refused to modify the impugned order by granting the petitioners time to deposit the amount, and directed them to comply with the impugned order and deposit the outstanding amount immediately.
Appearances:
For Petitioner – Mr. Mukul Rohatagi (Sr. Adv), Mr. Amit Sibal (Sr. Adv), Mr. K.R. Sasiprabhu, Mr. Yasharth Misra, Mr. Darpan Sachdeva, Mr. Mohammed Ilyas, Mr. Parth Rashik, Ms. Vidhatri Devoli
For Respondents – Mr. Jayant Mehta (Sr. Adv), Ms. Nandini Gore, Ms. Sonia Nigam, Ms. Swati Bhardwaj, Mr. Akarsh Sharma, Mr. Arjun Singh Gautam, Ms. Mansvini Jain
