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TMI Blog2025 (4) TMI 1018X X X X Extracts X X X X X X X X Extracts X X X X ..... ee, Mr. Soumya Dasgupta, Mr. Dwijesh Kapila, Mr. Aviral Singhal, Mr. Vedantha Sai and Mr. Edward James, Advocates for R2 Mr. Vivek Reddy, Senior Advocate Ms. Anuradha Mukherjee, Mr. Soumya Dasgupta, Mr Dwijesh Kapila, Mr. Aviral Singhal, Mr. Vedantha Sai and Mr. Edward James, Advocates for R3 JUDGMENT ( Hybrid Mode ) [ Per : Justice Sharad Kumar Sharma, Member ( Judicial ) ] These are three Company Appeals which are listed today as fresh. They commonly arise out of the proceedings which were held in CP No. 44/241/HDB/2023 before NCLT, Hyderabad Bench. There are some very crucial issues, which are required to be dealt by this Tribunal. But we make it clear at this stage itself, that we are not at all disturbing the order of 07.03.2025, which is a subject matter of challenge, in Company Appeal (AT) (CH) No.39/2025. Today's order would be an order exclusively relating to the Company Appeal (AT) (CH) No.43/2025 and Company Appeal (AT) (CH) No.44/2025. 2. In Company Appeal (AT) (CH) No.43/2025, the Appellant challenges the impugned order dated 25.03.2025, which was passed on a memorandum preferred by the Administrator on 20.03.2025, seeking clarification/rectification of the or ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... omission may, at any time, be corrected by the Tribunal on its own motion or on application of any party by way of rectification. (2) An application under sub-Rule (1) may be made in Form No.NCLT 9 within two years from the date of the final order for rectification of the final order not being an interlocutory order." 4. The provision of Rule 154 of the NCLT Rules, provides power with the Tribunal of 'rectification'. The rectification herein would mean only making any clerical or arithmetical mistakes in the order within the scope contemplated under it, arising out of an accidental slip or omission, which could only be corrected by the Tribunal, "on its own motion" or on an application preferred under Sub-rule (2) of Rule 154, which prescribes the format i.e., NCLT-9, under which the application contemplated under Sub-rule (1) of Rule 154, is to be preferred. Exercising the aforesaid powers, the Ld. Tribunal is shown to have passed an order on 10.03.2025, whereby certain rectifications were permitted to be carried in the light of the observations made in Para 11 of the order dated 10.03.2025. The corrections, which are thus permitted to be carried were dealt with in Para 11 of ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... the Administrator for proper administration of all the affairs of the EASPL. (iii) The Directors EASPL and EBPL shall provide all the required support to the Administrator for proper administration of all the affairs of the EASPL and EBPL. Pg. 592 (vii) If the petitioners themselves or through any investor agree to buy out the shares of EASPL within the time stipulated as above, the 2nd respondent is bound to accept the offer and exit from EASPL. (viii) ...shares of 2nd respondent in EASPL within ... Petitioners in EASPL within a period of 15 (fifteen) days of offer. (vii) If the petitioners themselves or through any investor agree to buy out the shares of EASPL and EBPL within stipulated as EASPL and the time above, the 2nd respondent is bound to accept the offer and exit from EASPL and EBPL. (viii) ...shares of 2nd respondent in EASPL and EBPL within ... Petitioners in EASPL and EBPL within a period of 15 (fifteen) days of offer. Pg. 593 (x) If the company is acquired by either of the group with the exit of the opponent group, the Administrator is directed to report the same to the Tribunal immediately, so that appropriate orders can be passed for taking c ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... n its entirety, it cannot be said to be exclusively confined to the implementation of the order of 10.03.2025, as it was passed under Rule 154 of the NCLT Rules for making necessary corrections in the judgment of 07.05.2025 on basis of order of 10.03.2025, which was based on a so-called percept of suo motu cognizance taken by the Tribunal under Rule 154 of the NCLT Rules, 2016. 7. On detailed scrutiny and particularly the schedule, as contained in para 10 of the memorandum filed by the Administrator, under no common prudence, it could be said that, it was simpliciter intending to implement the order of 10.03.2025. Rather, it was intended to add something more than what was contemplated or intended in the order of 10.03.2025. Learned Tribunal has passed an order on the said application on 25.03.2025, which is now subject matter of challenge in the Company Appeal (AT) (CH) No.43/2025, while putting a challenge to the order passed on it dated 25.03.2025 and 10.03.2025. 8. The basic parameters for putting a challenge to the said order dated 25.03.2025, as agitated by the Ld. Senior Counsel for the Appellant, is that the order dated 10.03.2025, involving rectification of order under R ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... eedings, no rectification could have been permitted by the Tribunal, even in the exercise of its suo motu powers, until and unless, all the parties to the proceedings were noticed about the probable order to be passed by the Tribunal on the proposed rectification in the exercise of powers Rule 154 of the NCLT Rules. 12. It is an admitted case that at the stage of passing of the order on 10.03.2025, or even prior to it no notice of any nature whatsoever was ever issued to any of the parties to the proceedings. Hence, even if the orders of 10.03.2025, is taken as to be an order passed in the exercise of suo motu powers, it would be bad, suffering from derogation of the principles of natural justice, as prior to passing of an order, on much less substantial changes such as arithmetical corrections, the parties are required to be heard, which apparently was not done nor does it reflect that the said power was exercised by the Tribunal in the exercise of suo motu powers. 13. There is another limb of argument which has been extended by the Ld. Senior Counsel for the Appellant, which is in the context of the provisions contained under Section 420 of the Companies Act, 2013, which prescr ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ld be bad. And accordingly, based on the grounds that have been agitated by the Appellant that once they have not been served with the copy of the memo filed by the Administrator, passing an order of 25.03.2025, was on the basis of an application filed on 20.03.2025 i.e., subsequent to the e-filing of the appeal on 14.03.2025, against the principal judgment of 07.03.2025. Which is not legally sustainable because of bar of Section 420 of the Companies Act, 2013, that had the copy of the application been served on them before its consideration by Tribunal on 25.03.2025, so as to enable them to place their case before the Tribunal, before passing of the order of 25.03.2025 they could have their say about the propriety of the relief sought for, in the memorandum preferred on 20.03.2025, which was deemed, the impugned order of NCLT dated 25.03.2025 would be in utter derogation of principles of natural justice and will suffer from the vices of audi alteram partem and being in violation of the provisions contained under Section 420 of the Companies Act, 2013. 16. The docket order of 07.03.2025 itself attaches finality to it, upon being uploaded on 07.03.2025. Finality is more particularl ..... X X X X Extracts X X X X X X X X Extracts X X X X
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