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2019 (12) TMI 288 - AT - Companies LawRectification of mistake - error apparent on the face of record or not - discrepancies in the record maintained by the company - non compliance of the provisions of Section 131 read with Section 128(1) of the Companies Act, 2013 - Approval of proposed scheme of demerger - HELD THAT - Every Company must keep relevant Books or Papers and Financial Statements for every Financial year which give a true and fair value of the state of the affairs of the Company. The National Company Law Tribunal found discrepancies, in the statements of balance sheet of the Transferor Company, wherein realisable value to the loan is shown as 1.14 Crores instead of 7.58 Crores, which was to be received from 'Doloo Tea Company (India) Limited - However, the order of the Tribunal dated 24th January 2019 was appealable order, but no appeal is preferred against that order. But the Appellant intends to challenge the order dated 24th January 2019 by filing the review application under the guise of Section 420(2) of the Companies Act, 2013, which is not permissible under Law. There is no error in the impugned Order passed by the National Company Law Tribunal, Kolkata Bench - Appeal dismissed.
Issues involved:
Appeal against rejection of scheme of demerger for non-compliance with Companies Act, 2013 provisions; Review of earlier order directing compliance with Sections 131 and 128(1) of the Companies Act, 2013; Application for review based on new facts in Supplementary Affidavit; Tribunal's authority to review its own orders; Interpretation of Section 420(2) of the Companies Act, 2013; Discrepancies in balance sheet statements of Transferor Company. Analysis: The appeal was filed against the National Company Law Tribunal's order rejecting the scheme of demerger due to non-compliance with the Companies Act, 2013 provisions. The Tribunal had earlier directed the Appellant to comply with Sections 131 and 128(1) of the Act, which was not challenged in this appeal. The Appellant sought to file a Supplementary Affidavit with new facts, claiming the Tribunal did not consider crucial information. However, the Tribunal refused to review its earlier order, stating it lacked the authority to do so, even if new facts were presented. The Tribunal emphasized the importance of accurate financial statements under Section 128(1) of the Companies Act, 2013, which require a true and fair view of the company's affairs. Discrepancies were found in the balance sheet of the Transferor Company regarding the realisable value of a loan, which was crucial for the demerger scheme. The Tribunal's order of 24th January 2019 was not appealed, but the Appellant attempted to challenge it through a review application under Section 420(2) of the Act, which the Tribunal deemed impermissible. The Tribunal clarified that it can only amend orders within two years to rectify mistakes apparent from the record, provided parties point out such errors. Since no apparent error was identified in the January 2019 order, the Tribunal upheld its decision to reject the review application. Ultimately, the Tribunal found no error in its original order and dismissed the appeal against the rejection of the demerger scheme.
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