Res judicata and correction of demerger order: omitted statutory words may be added, but disputed title remains for civil proceedings.

Res judicata did not bar the company application because the earlier arbitration proceeding involved different parties and the issue was not identical. The Court also held that a drawn up sanction order for demerger could be corrected to add omitted statutory words, where the scheme showed the omission was inadvertent and the correction was limited to reflecting the sanctioned form. However, the disputed title to North Mill was not finally decided in the company proceeding and was left to be worked out in civil proceedings. The correction was therefore confined to the formal omission, without adjudicating substantive ownership.

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Issues: (i) whether the earlier arbitration decision barred the company application by res judicata; (ii) whether the drawn up order sanctioning the demerger could be corrected by adding the omitted words from the statutory form, while leaving the disputed title to North Mill to be worked out in civil proceedings.

Issue (i): whether the earlier arbitration decision barred the company application by res judicata.

Analysis: The earlier arbitration proceeding and the company proceeding involved different parties and the immediate controversy was not identical in both proceedings. For res judicata to apply, the matter in issue must be the same and the parties must also be the same. The earlier finding could have persuasive value, but it did not operate as a complete bar in the company matter.

Conclusion: The plea of res judicata was not applicable against the appellant.

Issue (ii): whether the drawn up order sanctioning the demerger could be corrected by adding the omitted words from the statutory form, while leaving the disputed title to North Mill to be worked out in civil proceedings.

Analysis: The scheme and the surrounding materials showed that the demerger was intended to divide the cable and jute businesses, and the Court found it proper to correct the drawn up order to cure the omission in the form. At the same time, the disputed question whether North Mill ultimately belonged to the appellant or remained with the other side was not decided in these proceedings and was left to the civil court. The correction was therefore confined to inserting the omitted statutory words in the order.

Conclusion: The order was corrected only to the limited extent of incorporating the omitted words, and no final adjudication was made on title to North Mill.

Final Conclusion: The appeals succeeded only in part, the sanction order was modified to supply the omitted language, and the substantive dispute regarding North Mill was left open for determination in appropriate civil proceedings.

Ratio Decidendi: A drawn up company order may be corrected to reflect an inadvertent omission in the sanctioned form, but such correction cannot be used to adjudicate a disputed substantive title issue that was not conclusively decided in the company proceeding; res judicata applies only where both the matter in issue and the parties are the same.

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