Rectification of Order: Shareholders/Directors Joint Undertaking to Registrar. Practical solution for diverse shareholder locations.

The Tribunal rectified the order by directing either the shareholders or directors of a public limited company to jointly submit an undertaking to the Registrar of Companies, acknowledging the practical difficulties faced by shareholders residing in different locations. The judgment, delivered on 21st January 2021, provided a practical solution to the issue raised by the appellant, ensuring compliance with the directive while considering the challenges posed by the diverse locations of the shareholders.

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Issues: Rectification of order directing shareholders to submit an undertaking jointly, practical difficulties faced by a public limited company with numerous shareholders residing in different locations.

Analysis:
1. The appellant filed a petition seeking rectification of an order dated 09.10.2020, directing shareholders to jointly submit an undertaking to the Registrar of Companies regarding the company's accounts during demonetization.

2. The appellant, a public limited company with 143 shareholders residing in various locations, argued that it is impractical for all shareholders to provide a joint undertaking due to their diverse locations and lack of involvement in day-to-day company affairs.

3. The appellant contended that only the directors, responsible for managing the company's operations, should be accountable for the undertaking, as shareholders are not directly involved in the company's transactions.

4. Despite issuing a notice to the Registrar of Companies (RoC) for a report, no response was received, implying no objection to the relief sought by the appellant.

5. The Tribunal examined Rule 154 of the National Company Law Tribunal Rules, 2016, allowing for rectification of clerical errors or omissions in orders, leading to the correction of the directive in the previous order.

6. Considering the practical challenges faced by the appellant, the Tribunal corrected the order by directing either the shareholders or directors to jointly submit the undertaking to the RoC, acknowledging the limitations faced by the shareholders in fulfilling the initial requirement.

7. The Tribunal disposed of the matter by amending the order dated 09.10.2020, thereby providing a practical solution to the issue raised by the appellant regarding the submission of the undertaking.

8. The judgment was delivered on 21st January 2021, rectifying the directive in the previous order and addressing the concerns raised by the appellant regarding the feasibility of compliance with the original order.

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