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2022 (2) TMI 1178 - AT - Companies LawSeeking rectification of register of members of the appellant company - cancellation of excess 51,889 equity shares allotted to Respondent No.1 - HELD THAT:- Any aggrieved person may appeal to the Tribunal for rectification of the register. After filing of the application, the Tribunal (NCLT) either dismiss the appeal or direct rectification of the records of the register and has power to direct the company even to pay damages if any sustained by the party aggrieved. Therefore, the Tribunal has power to direct the authorities to rectify the Register of the Members by cancelling the shares. However, the NCLT in the impugned order taken a stand that the Appellant has not approached the Registrar of Companies. The NCLT has power to order/ direct the concerned authorities to rectify the register of members even by cancelling the excess shares. However, the NCLT erred in observing that the appellant has not approached the Registrar of Companies. This tribunal is of the view that the NCLT miserably failed to exercise the power and its jurisdiction as vested in it. Further the NCLT ought to have considered on the factual aspect of the inadvertent error and the appellant company bonafidely informed the RBI and its Regulators with regard to the inadvertent error / bonafide mistake crept in and sought permission to rectify the mistake by cancelling the excess shares. Even the R1 company also through its Board Resolution expressed their No Objection for cancellation of excess shares. This Tribunal comes to a resultant conclusion that the appellant has made out a prima facie case to allow the appeal - matter is remanded back to the NCLT and the learned NCLT is directed to consider cancellation of 51,889 equity shares allotted to Respondent No.1 and direct the ROC to carry out necessary rectification of records relating to share capital and share premium account - appeal allowed by way of remand.
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