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2020 (12) TMI 248 - Tri - Companies LawRectification of order - mistakes apparent on the face of the record or not - case of respondent is that the applicant is demanding altogether a larger relief which was not within the contours of Section 420 of the Companies Act, 2013 r/w Rule 154 of the NCLT Rules, 2016 - cancellation of shares - allegation of abuse of process of law - HELD THAT - As per Rule 154 of the National Company Law Tribunal 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 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. It is not 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 rejected.
Issues:
Rectification of order dated 05.03.2020 passed in CP/93/KOB/2019 under Rule 154 of NCLT Rules, 2016. Analysis: 1. The Interlocutory Application sought rectification of the order passed in CP/93/KOB/2019. The original order declared the petitioner as the legitimate equity shareholder and directed rectification of the Register of Members to restore the shareholding as of a specific date. The respondents contended that the Tribunal erred in concluding that certain regulations were not applicable to the company, as they were similar to clauses in the Articles of Association (AOA). They argued that the Tribunal's reliance on specific clauses was a factual error. Furthermore, the respondents claimed that the Tribunal's order was based on the absence of specific powers in the AOA, leading to reliance on other statutes. 2. The respondents argued that the rectification sought did not fall under Rule 154 of NCLT Rules, 2016, as it did not involve clerical or arithmetical errors or accidental slips. They emphasized that the rectification requested was beyond the scope of Section 420 of the Companies Act, 2013. The respondents cited legal definitions of clerical errors to support their argument and referred to relevant judgments to strengthen their position. 3. The respondents highlighted that the company's AOA did not align with certain regulations under the Companies Act, 2013, indicating a conscious omission of powers granted by those regulations. They maintained that the Tribunal's findings in the original order were legally sound and did not warrant any rectification. The respondents contended that the rectification application did not demonstrate any mistake apparent on the face of the record or arising from accidental slip or omission. 4. The applicants, in response, clarified that their application was made under Rule 154 of NCLT Rules, 2016, and not under Section 420 of the Companies Act, 2013. They argued that the rectification sought was to correct an apparent error resulting from an accidental slip or omission. The applicants also defended the cancellation of shares as per the AOA and denied any abuse of the legal process by the respondents. 5. The Tribunal reviewed the provisions of Rule 154 and noted that it allowed rectification of clerical or arithmetical mistakes or errors arising from accidental slips or omissions. The Tribunal emphasized that its power was limited to correcting mistakes and not substituting views taken during the decision-making process. Citing a relevant judgment, the Tribunal clarified that it could not modify its own order but only correct mistakes apparent from the record. 6. In conclusion, the Tribunal rejected the rectification application, stating that it did not involve clerical or arithmetical mistakes as required by Rule 154. The Tribunal reiterated that it could not go beyond the record to assess the correctness of the order, and therefore, the rectification application was dismissed.
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