Section 420 explained: this guide covers what it means, who it applies to, the step-by-step process, documents required, fees, due dates and penalties in India — so you can stay compliant with confidence and avoid costly mistakes.
Section 420 says how the National Company Law Tribunal passes orders and what it can do when an order contains a plain mistake. The Tribunal must first give the parties a reasonable opportunity of being heard, it may correct a mistake apparent from the record within two years, and it must send every order to all the parties concerned.
The Tribunal may pass such orders as it thinks fit, but only after giving the parties a reasonable opportunity of being heard. It may amend an order to rectify a mistake apparent from the record within two years from the date of the order, and must do so if a party brings the mistake to its notice. No amendment can be made in respect of an order against which an appeal has been preferred under the Act. A copy of every order goes to all parties concerned.
Section 420 at a glance
| Sub-section | What it says |
|---|---|
| (1) | The Tribunal passes such orders as it thinks fit, after giving the parties a reasonable opportunity of being heard |
| (2) | The Tribunal may, within two years from the date of the order, amend it to rectify a mistake apparent from the record; it shall amend if a party brings the mistake to its notice |
| (2) proviso | No amendment where an appeal has been preferred against the order under the Act |
| (3) | A copy of every order passed under the section is sent to all the parties concerned |
Section 420(1): orders after a fair hearing
The Tribunal's general power is wide: it may "pass such orders thereon as it thinks fit". The safeguard is in the same sentence. It must first give the parties to the proceeding a reasonable opportunity of being heard. An order passed without that opportunity is open to challenge in appeal.
The section does not list the kinds of order. The specific powers come from the sections under which the matter arrives, such as oppression and mismanagement, schemes of arrangement or winding up. Section 420 is the general provision that covers how those orders are made. For the wider picture of what the Tribunal does, see NCLT jurisdiction, powers and procedure under company law.
If you are preparing for a hearing and want help with the reply, documents and submissions, our legal dispute resolution team works on matters before the Tribunal.
Section 420(2): correcting a mistake apparent from the record
Sub-section (2) is a limited power of correction, not a power of review. It has four features.
- Scope. The mistake must be apparent from the record. The wording is "with a view to rectifying any mistake apparent from the record". A clerical error, a wrong figure, a misnamed party or an arithmetical slip fits. A request to reargue the merits does not, because the section does not allow the Tribunal to sit in appeal over itself.
- Time. The Tribunal may act "at any time within two years from the date of the order". After two years, this power is gone.
- Who can trigger it. The Tribunal may act on its own. If the mistake is brought to its notice by the parties, it shall make the amendment. The word is "shall", not "may".
- The bar. Under the proviso, no amendment is made in respect of an order against which an appeal has been preferred under this Act. Once an appeal is filed, the correction has to be sought from the Appellate Tribunal.
Example. An order directs a company to pay a sum to a member, and the figure in the operative part differs from the figure recorded in the body of the same order. The member applies to the Tribunal within two years. The error is apparent from the record, no appeal is pending, so the Tribunal shall amend. If instead the company had already appealed to the NCLAT, the proviso would stop the Tribunal from amending.
What section 420 does not do
- It does not extend the time to appeal. Appeal time runs under section 421, covered in section 421: appeal to the NCLAT.
- It does not allow a fresh hearing on merits. That is an appeal, not a rectification.
- It does not say that applying for rectification stops the appeal clock. The text is silent, so do not assume it does. Where time is short, take legal advice on filing the appeal and the rectification request together.
- It does not give a time limit to the parties to ask for rectification, apart from the Tribunal's own two-year window.
Section 420(3): copy of the order to the parties
The Tribunal "shall send a copy of every order passed under this section to all the parties concerned". This matters for limitation, because the 45-day period to appeal under section 421(3) runs from the date on which a copy of the order is made available to the person aggrieved. Keep a record of when you received the copy.
Section 420 and the Limitation Act
Section 433 applies the Limitation Act, 1963 to proceedings before the Tribunal and the Appellate Tribunal as far as may be. See sections 432 and 433: legal representation and limitation. Section 420(2) has its own two-year window fixed by the Act, so read the two together.
Proposed change (Corporate Laws (Amendment) Bill, 2026)
We found no clause in the Corporate Laws (Amendment) Bill, 2026 that amends section 420. The Bill was introduced in Lok Sabha on 23 March 2026 and sent to a Joint Parliamentary Committee, whose report came on 3 August 2026. It is pending and not law as on 30 September 2026, so section 420 operates as described above.
Practical checklist
- Read every order as soon as you receive it and check names, amounts, dates and references against the record.
- Decide quickly between a rectification request and an appeal. A plain mistake can be corrected under section 420(2). A disagreement on the merits goes to appeal.
- Note the date of the order for the two-year window and the date the copy was made available for the appeal window.
- If an appeal has been filed, raise the mistake in the appeal.
Need help with an NCLT order?
Whether an order needs a correction, a compliance plan or an appeal, the first step is a careful reading of the record and the dates. Our legal dispute resolution team can review the order with you and prepare the application or appeal.
Key takeaways
- The Tribunal passes orders only after a reasonable opportunity of being heard.
- It can rectify a mistake apparent from the record within two years of the order.
- It shall amend if the parties bring the mistake to its notice.
- No amendment where an appeal has been preferred under the Act.
- A copy of every order goes to all parties, and that date matters for appeal time.
- Rectification is not a review on merits.
Read next
- Benches of the NCLT: section 419
- Appeal to the NCLAT: section 421
- Legal representation and limitation: sections 432 and 433
- How to file an application before the NCLT
Disclaimer: Based on the Companies Act, 2013 as amended up to 1 April 2021 (official consolidated text), read with later developments noted in the article; proposals in the Corporate Laws (Amendment) Bill, 2026 are pending and not law as on 30 September 2026. Verify current notifications and rules before acting.