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2021 (1) TMI 115 - Tri - Companies LawRectification of order - rectification of the Register of Members of the Respondent Company by re-entering the total number of 100 equity shares belonging to the Petitioner in the share register of the Company - restoration of total shareholding of the Petitioner as it is existed prior to 08.02.2019 forthwith - restraint from conducting tender for sale of 100 shares from allotting or effecting transfer of any shares belonging to the Petitioner without his express consent to any members or non-members till rectification of share register - clerical or arithmetical mistakes - Section 420 of the Companies Act, 2013. HELD THAT - As per the provision of Rule 154 of the NCLT Rules, 2016, the Tribunal is only entitled to rectify the clerical or arithmetical mistakes or error arising from accidental slip or omission. In the present application the applicants sought to correct a factual error in the order passed by this Tribunal. Considering the above mentioned Rule, the Tribunal can exercise the power for correction of a mistake and not to substitute a view which was made while deciding a matter. In the instant case, I do not find that the present Application which has been filed similar to a Review Application cannot be entertained, as the Application for rectification of order does not show any clerical or arithmetical mistakes. This Tribunal cannot travel beyond the record to see whether the order is correct or not. Application dismissed.
Issues:
Rectification of order under Rule 154 of NCLT Rules, 2016. Detailed Analysis: Issue 1: Rectification of Order The Interlocutory Application (IA) was filed by the respondents seeking rectification of the order dated 05.03.2020 passed in CP/96/KOB/2019 under Rule 154 of the NCLT Rules, 2016. The original order declared the petitioner as the legitimate equity shareholder and directed rectification of the Register of Members, among other directions. The respondents contended that the Tribunal had erred in its conclusions regarding the applicability of certain regulations and clauses in the Articles of Association (AOA) and Table A/Table F. The respondents argued that the rectification sought was not within the scope of Rule 154 as it did not involve clerical or arithmetical mistakes apparent on the face of the record or any accidental slip or omission. Issue 2: Legal Interpretation of Rule 154 The respondents argued that Rule 154 of the NCLT Rules, 2016 allows rectification only for clerical or arithmetical mistakes or errors arising from accidental slips or omissions. They emphasized that the rectification sought in the IA did not fall under these categories. The applicants, on the other hand, maintained that the rectification was necessary to correct a factual error in the Tribunal's order. The Tribunal clarified that its power for rectification was limited to correcting mistakes and not substituting views taken during the decision-making process. Issue 3: Precedents and Legal Interpretation The respondents cited legal precedents, including the case of Sneha Traders vs. Vijaya Kumar V Iyar, to support their argument that the Tribunal's power is restricted to correcting mistakes apparent from the record and not modifying substantial parts of a judgment. The Tribunal highlighted that an error apparent on the face of the record should be manifest and clear without the need for extensive reasoning. The Tribunal concluded that the present IA, akin to a Review Application, could not be entertained as it did not demonstrate clerical or arithmetical mistakes justifying rectification under Rule 154. Conclusion The Tribunal rejected the IA for rectification, emphasizing that the application did not present any clerical or arithmetical mistakes warranting correction under Rule 154 of the NCLT Rules, 2016. The Tribunal's decision was guided by legal precedents and the interpretation of the scope of rectification powers granted under the relevant rules and regulations. This comprehensive analysis covers the issues related to the rectification of the order in detail, including legal interpretations, arguments presented by both parties, and the Tribunal's decision based on the applicable rules and precedents.
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