Peerless: After a 35-year corporate battle

For nearly 35 years, a dispute over corporate decisions taken by Peerless General Finance and Investment Company Limited in 1987-88 remained alive before one forum or another. What began in 1991 as a challenge to a private placement of 30,000 shares and the transfer of another 15,626 shares travelled through several forums before reaching the National Company Law Tribunal, Kolkata Bench (NCLT). In July 2022, the NCLT ruled against Peerless. The National Company Law Appellate Tribunal (NCLAT) reversed that decision in April 2026, setting aside the NCLT order and upholding the transactions. The Supreme Court has now, on September 8, 2026, declined to interfere with the NCLAT judgment and dismissed Bhagwati Developers Private Limited's appeal, bringing the litigation to an end.

In this Leading Questions piece, Bikram Sarkar, Head - Legal of The Peerless Group as well as a member of the Promoter family, discusses managing litigation of such unusual longevity, the setback before the NCLT, the strategy behind the appeal and what the eventual outcome means for Peerless.

Question: Thirty-five years is an extraordinary lifespan for a corporate dispute. What was this case really about for Peerless?

Answer: At one level, it was about a fairly specific set of transactions: the issue of 30,000 shares by Peerless through private placement and the transfer of another 15,626 existing shares. Those transactions were challenged in proceedings which began in 1991, and allegations were made about their effect on control of the company and about the use of funds in connection with them.

But, from Peerless’s point of view, over time, the case became something larger. These were corporate decisions taken in 1987-88 which had remained in place for decades. The company had consistently maintained that they were lawfully taken, with the necessary corporate approvals and in its commercial interests.

By the later stages, we were dealing with more than 30 years of pleadings, orders and arguments.

Question: Peerless then lost before the NCLT in 2022, after the transactions had stood for more than three decades. How significant was that setback?

Answer: It was a very significant setback. I was conscious of the implications the judgment could have for the company, particularly because it sought to unsettle transactions which had stood for more than three decades.

My first priority was, therefore, not simply to file an appeal but to reassess the case from the ground up. We went back to the judgment, the original pleadings and the contemporaneous records, identified where the findings were vulnerable and then built the appellate strategy around those points. Once we completed that exercise, we were convinced that there were substantial grounds to challenge the judgment.

Question: By then the case had accumulated more than 30 years of proceedings and records. How did you approach the appeal?

Answer: For me, the central challenge was to convert an enormous 30-plus-year record into a focused appellate case. We reconstructed the chronology, separated the two share transactions, mapped each adverse finding of the NCLT against the underlying evidence and identified the documents that answered those findings. We also had to anticipate how the other side would defend the NCLT judgement, and ensure that the factual record and legal arguments addressed those points comprehensively.

One practical difficulty in a case of this size is that everything can begin to appear equally important. But one has to identify the findings that are vulnerable, isolate the documents that bear directly on them and distinguish between points which may seem attractive and points which can actually affect the result.

That required a great deal of work, both internally and with our lawyers. We were extremely fortunate to have Harish Salve KC lead us. His advice, guidance and leadership at the critical appellate stages were invaluable. In a case with this much history and material, his ability to cut through the complexity and focus the team on the points that really mattered was crucial to the eventual outcome.

At the NCLAT, Ratnanko Banerji, Senior Advocate, also played a crucial role. He was closely involved in developing the appellate strategy and argued the matter extensively before the NCLAT. His advice and involvement were extremely important to the result we achieved there.

After the NCLT judgment, I also worked very closely with Arunabha Deb, Managing Partner of Avijit Deb Partners. He advised us on the appeal and was closely involved in developing the legal strategy, both before the NCLAT and subsequently in the Supreme Court. Anand Sukumar of Sukumar & Associates also played a significant role in the proceedings, particularly in the preparation and coordination of the appeals before the Supreme Court.

We also had an excellent in-house legal team. They took real ownership of the matter and understood its importance to the company. A considerable amount of work went into reconstructing the chronology, locating old records and ensuring that our lawyers had the material they needed.

Question: You occupy an unusual position - you are a member of the promoter family involved in the business, but you also advise on the legal function. Did that change the way you approached this litigation?

Answer: It certainly did. I was looking at the case simultaneously as a lawyer and as a member of the promoter family. That creates responsibility, but it also gives you a particular perspective. I understood what an adverse outcome could mean institutionally, but when working on the case I had to separate that concern from the legal analysis and ask the harder questions to myself from a legal standpoint.

Having practised law helped me work closely with the legal team, while being involved with the business meant I could provide the commercial and institutional context where relevant.

Question: When the NCLAT reversed the NCLT judgment, and the Supreme Court then declined to interfere, what was the reaction within Peerless?

Answer: There was obviously considerable satisfaction. The NCLAT allowed Peerless’s appeals, it set aside the NCLT judgment and, after considering the historical corporate records and contemporaneous material, rejected the allegations of financial impropriety and upheld the transactions.

We were conscious, however, that BDPL could take the matter further, which it did. So the litigation was not over at that stage. The Supreme Court proceedings required a different strategy. Our objective was to ensure that the entire case was comprehensively covered at the threshold itself so that we were prepared to answer every substantial point that could be raised against the NCLAT judgement. Ultimately, the challenge was dismissed at the admission stage itself. After litigation spanning approximately 35 years, achieving closure at the first hearing before the Supreme Court was particularly significant for us.

The principal reaction within Peerless was relief. The company, its management and its lawyers had lived with the matter for a very long time.

The result allows the company finally to put the dispute behind it.

Question: What does living with a case for this long teach you - as a businessman and as a lawyer?

Answer: Perhaps the most basic lesson is the importance of records. Corporate decisions may be examined many years after they are taken, when the people involved are no longer available to explain them. The contemporaneous documentation may then be the best - sometimes the only - evidence of what was done, why it was done and whether the proper corporate processes were followed. Thirty or forty years later, the documents may have to speak for the people who took the decision.

That also means corporate process matters. A decision may have a perfectly legitimate commercial rationale, but the approvals, deliberations and implementation need to be properly recorded. It also reinforces the need for the business and legal sides of an organisation to communicate properly. Lawyers need to understand the commercial context, while management needs to understand the legal significance of how decisions are approved and recorded.

A case of this duration also teaches you about institutional memory. No single management or legal team is likely to remain with litigation for 35 years. The institution therefore has to preserve the documents, chronology and context needed for a later generation to reconstruct what happened.

There is another lesson I took from this matter: when an institution suffers a major adverse judgment, the immediate reaction should neither be panic nor defensiveness. You have to be willing to reopen the entire case, question your own assumptions, identify what went wrong and rebuild the strategy from the record. Sometimes the most important legal work begins after you lose.

Bikram Sarkar is the Head - Legal of The Peerless Group.

Disclaimer: The opinions expressed in this article are those of the author(s). The opinions presented do not necessarily reflect the views of Bar & Bench.