- (1.) This is an Application which has been filed by the Applicant herein seeking for the following reliefs: (!) To summon the record of connected First Motion Company Application CA (CAA) 26 (PB)/2017 and consider the original Valuation Report dated 06.03.2017 issued by M/s Daver & Company, Chartered Accountants, New Delhi; (ii) to review/recall and amend judgment dated 21.8.2017 and approve the Scheme of Amalgamation as prayed in Second Motion Petition; and (iii) pass any other and further order, as may be deemed fit and proper by this Hon'ble Court, may also be passed in favour of the applicants/Petitioner Companies.
(2.) The prayer as extracted above indicates that this Application has been filed to review/recall and amend the order dated 21.8.2017 dismissing the Petition seeking sanction of amalgamation, as prayed in the Second Motion Petition. Before considering the above prayer, it will be required of this Tribunal briefly to recollect the facts of the present case as culled out from the record of proceedings of this Tribunal. Prior to the filing of the Petition in CA No.86(PB)/2017, Application in CA No.CAA 26(PB)/2017 had been filed in which the Hon'ble Principal Bench had issued directions dated 10.4.2017 wherein the meetings of the equity shareholders and creditors of both Transferor and Transferee Companies were dispensed with. Subsequently, the CP as above, has been preferred by the Petitioners in which directions were issued by the Hon'ble Principal Bench dated 11.5.2017 on Second Motion with respect to notice to be issued to the authorities as well as to effect paper publication. The date of hearing as per the said order dated 11.5.2017 had been fixed as 4.7.2017. On 4.7.2017 the matter was heard and the order was reserved in the Petition and ultimately order dated 21.08.2017 came to be passed. The CP was dismissed for the reasons elaborately stated in the said order, on merits. The primary reason for the dismissal was on the basis that detailed disclosures as required to be made under the provisions of Companies Act, 2013 as well as the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016 (for brevity the Rules) have not been complied with in as much as the share exchange ratio has not been disclosed in the Scheme of Amalgamation any where and if there is any, the same has not been indicated f as brought about in the order dated 21.08.2017. The Valuation Report on which reliance was placed had also been not produced before this Tribunal. In view of the elaborate order passed on merits in the Petition due to lack of material disclosures, the Petition came to be dismissed after due consideration of provisions of law and the records which were available before this Tribunal at the time of disposal of the Petition.
(3.) This Application as evident from the prayer, as extracted above, is seeking to reverse the said order which was primarily passed on merits, as stated above and to review and recall order dated 21.8.2017. We are afraid that this Tribunal will not be in a position to review or recall the order as this Tribunal does not enjoy the power of review or recall as is evident from the provisions of Section 420 of the Companies Act, 2013 under which this Application has been filed. In this connection, it will be proper to extract the provisions of Section 420 of Companies Act, 2013, which is as follows: "(l)The Tribunal may, after giving the parties to any proceeding before it, a reasonable opportunity of being heard, pass such orders thereon as it thinks fit. (2) The Tribunal may, at anytime within two years from the date of the order, with a view to rectifying any mistake apparent from the record, amend any order passed by it, and shall make such amendment, if the mistake is brought to its notice by the parties: Provided that no such amendment shall be made in respect of any order against which an appeal has been preferred under this Act. (3) The Tribunal shall send a copy of every order passed under this section to all the parties concerned.";