Rectification jurisdiction cannot nullify share acquisitions or bypass SEBI's exclusive process for alleged securities law violations.

Rectification jurisdiction under Section 59 of the Companies Act, 2013 and Section 111A of the Companies Act, 1956 is confined to summary correction of the register and cannot be used to decide disputed share-acquisition validity, declare transactions null and void, or order compulsory buy-back. Alleged breaches of the SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 1997 and the SEBI (Prohibition of Insider Trading) Regulations, 1992 fall within SEBI's statutory investigative and adjudicatory framework, so such violations must be examined by the regulator rather than the Tribunal in rectification proceedings. The ruling rejects parallel jurisdiction and limits rectification to its narrow statutory purpose.

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Issues: (i) whether the rectificatory jurisdiction under Section 59 of the Companies Act, 2013 and Section 111A of the Companies Act, 1956 extends to declaring share acquisitions null and void and directing buy-back; (ii) whether alleged violations of the SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 1997 and the SEBI (Prohibition of Insider Trading) Regulations, 1992 must be examined by SEBI and not by the Tribunal in rectification proceedings.

Issue (i): whether the rectificatory jurisdiction under Section 59 of the Companies Act, 2013 and Section 111A of the Companies Act, 1956 extends to declaring share acquisitions null and void and directing buy-back.

Analysis: The rectification power is summary in nature and is confined to correcting entries in the register where the error is evident and does not call for serious enquiry into contested civil rights or disputed foundational facts. The provision does not enlarge into a forum for adjudicating the validity of share acquisitions on merits or for granting reliefs such as nullification of transactions or compulsory buy-back when the claim depends on disputed issues beyond rectification.

Conclusion: The Tribunal had no jurisdiction to declare the acquisition of shares null and void or to direct buy-back in rectification proceedings.

Issue (ii): whether alleged violations of the SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 1997 and the SEBI (Prohibition of Insider Trading) Regulations, 1992 must be examined by SEBI and not by the Tribunal in rectification proceedings.

Analysis: The securities regulatory framework vests SEBI with normative, investigative, adjudicatory, and preventive powers to examine suspected breaches, determine violations, and grant consequential directions. Transactions alleged to contravene the SEBI regulations must therefore undergo the statutory process before the regulator, and this special regime cannot be bypassed by invoking rectification jurisdiction under the Companies Act as if the Tribunal and SEBI exercised parallel competence over such violations.

Conclusion: Alleged violations of the SEBI regulations had to be adjudicated by SEBI, and the Tribunal could not assume parallel jurisdiction over them.

Final Conclusion: The appeal failed because the rectification petition was misconceived as a vehicle for deciding securities law violations and for obtaining substantive reliefs beyond the limited scope of rectification.

Ratio Decidendi: Rectification jurisdiction is confined to summary correction of the register and cannot be used to determine disputed securities law violations or to grant substantive reliefs that fall within the exclusive regulatory process of SEBI.

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