2021 (1) TMI 275 - Tri - Companies Law

Tribunal dismisses Company's rectification application under Companies Act, emphasizing limited review authority.

The Tribunal dismissed the Applicant Company's Application seeking rectification under Section 420(2) of the Companies Act, 2013. The Tribunal found that ... Rectification of Mistake - mistake apparent on the face of record - filing of documents - it is submitted by the Applicant Company that it had filed the documents/ clarifications on 17.10.2020 and that the Income Tax Department had given details about the Returns filed by the Applicant Company from the Assessment Years 2007-08 to 2016-17 vide its report dated 07.10.2020 - Section 252 of Companies Act 2013 - HELD THAT:- This Bench observes that the clarifications were sought by this Tribunal from the Appellant Company on 05.10.2020, which were required to be submitted by 08.10.2020. The Applicant Company itself through the present Application has admitted that it had filed the requisite clarifications/ documents on 17.10.2020, whereas the last date notified to file the same was till 08.10.2020. Further, the clarifications were sought from the Applicant Company not from the Income Tax Department. Hence, there is no mistake apparent on the face of record in the order dated 21.10.2020, which may require any rectification. The review of the order dated 21.10.2020 or consideration of documents at this stage is not permissible under law. There is no mistake apparent on the face of record in the order dated 21.10.2020, which may require any rectification - The Application, being devoid of merits, is Dismissed. Issues:1. Application under Section 420(2) of Companies Act, 2013 for rectification of a mistake apparent on the face of the record.2. Consideration of documents filed after the specified deadline.3. Jurisdiction of the Tribunal to review its own order.Analysis:Issue 1: Application under Section 420(2) of Companies Act, 2013The Applicant Company filed an Application seeking rectification of a mistake apparent on the face of the record under Section 420(2) of the Companies Act, 2013. The prayers included correcting the mistake, considering documents filed post the deadline, restoring the company's name in the register, and other related directions. The Tribunal observed that the Applicant Company had filed the required clarifications after the specified deadline, thereby admitting the delay. The Tribunal highlighted that seeking clarifications from the Applicant Company did not involve the Income Tax Department, and therefore, there was no apparent mistake in the previous order dismissing the appeal.Issue 2: Consideration of documents filed after the deadlineThe Tribunal emphasized that considering documents filed after the deadline would amount to a review of its own order, which falls outside its jurisdiction. Referring to relevant case law, the Tribunal clarified that an application for review cannot be entertained under Section 420(2) of the Companies Act if there is no mistake apparent from the record. The Tribunal cited the importance of distinguishing between a patent error and a wrong decision, emphasizing that where a matter is debatable, rectification is not warranted. Consequently, the Tribunal dismissed the Application as it lacked merit and noted that any observations made in the order should not prejudice the Applicant Company's rights to seek recourse through other forums.Issue 3: Jurisdiction of the Tribunal to review its own orderThe Tribunal underscored that it does not have the authority to review its own order in the absence of a mistake apparent on the face of the record. Citing relevant legal precedents, the Tribunal reiterated that the power to rectify or amend an order is exercised to correct mistakes without altering the finality of the decision. The Tribunal concluded that the Application was devoid of merit and therefore dismissed it. However, it explicitly stated that the dismissal should not hinder the Applicant Company's right to pursue remedies through other avenues and ensured that the parties were served with a copy of the Order for their information.This detailed analysis of the judgment highlights the key legal issues addressed by the Tribunal concerning the Application under Section 420(2) of the Companies Act, 2013, the consideration of documents filed after the deadline, and the jurisdiction of the Tribunal to review its own order.