# The Property Company (P) Ltd v. Rohinten Daddy Mazda

- **Citation:** 2026 INSC 33
- **Court:** Supreme Court of India
- **Decided:** 2026-01-07
- **Case number:** Civil Appeal No. 92 of 2026
- **Bench:** J.B. Pardiwala, R. Mahadevan
- **Source:** https://unisonlegal.in/judgment/supreme-court-of-india/the-property-company-p-ltd-v-rohinten-daddy-mazda-39057
- **Pages:** 76

## Headnote

Issue arose whether the Company Law Board-CLB, being a
quasi-judicial body, could be said to have the power to condone
the delay in filing an appeal u/s.58(3) of the Companies Act, 2013;
that even if s.5 of the Limitation Act, 1963, per say, could not be
applied to quasi-judicial bodies, whether the principles underlying
s.5 of the 1963 Act be made applicable to an appeal u/s.58(3) of
the 2013 Act, instituted before the CLB; and that whether s.433
of the 2013 Act, which was brought into force on 01.06.2016 in
order to empower the NCLT and NCLAT respectively, to apply the
provisions of the 1963 Act, could be given retrospective effect such
that it applied to the CLB as well.
Headnotes†
Companies Act, 2013 - ss. 58(3), 433 - Refusal of registration
and appeal against refusal - Power of the Company Law
Board-CLB to extend time or condone delay u/s.58(3):
Held: Company Law Board-CLB, cannot condone the delay in
filing an appeal u/s.58(3) of the Act since the provisions of the
1963 Act would only apply to suits, applications or appeals, as
the case may be, which are made under any law to 'courts' and
not to those made before quasi-judicial bodies or tribunals, unless
such quasi-judicial bodies or tribunals are specifically empowered
in that regard - Limitation Act, 1963. [Para 160 (iii)]
Companies Act, 2013 - ss.58(3), 433 - Limitation Act, 1963-
ss.5, 14 - Refusal of registration and appeal against refusal-
Power of the Company Law Board-CLB to extend time or
condone delay u/s.58(3) - Respondent's mother bequeathed
the subject shares to the respondent through Will, of which
* Author
228
[2026] 1 S.C.R.
Supreme Court Reports
the respondent obtained probate - After 23 years, the
respondent sought registration of the transmission of the
shares - Appellant company refused such registration - As
per s.111 of the "erstwhile Act-Companies Act, 1956, against
such refusal the respondent was to file appeal within a period
of two months, however, the respondent failed to take any
action within the prescribed time period - Act of 2013 came
into force, ss.111 and 111A of the erstwhile Act replaced by
s.58 along with s.59 - Respondent filed appeal u/s.58 of the
Act, 2013 before the CLB, along with an application u/Regn 44
seeking the condonation of delay of 249 days in preferring the
appeal, which was allowed - Appeal thereagainst dismissed
by the High Court - Issues before this Court: Company Law
Board-CLB, being quasi-judicial body, if has the power to
condone the delay in filing an appeal u/s.58(3) - Even if s.5
of the 1963 Act, per say, could not be applied to quasi-judicial
bodies, the principles underlying s.5 of the 1963 Act, if can be
made applicable to an appeal u/s.58(3), instituted before CLB -
s.433 of the 2013 Act, brought into force on 01.06.2016 in order
to empower the NCLT and NCLAT, to apply the provisions of
the 1963 Act, if could be given retrospective effect such that
it applied to the CLB as well:
Held: (i) Although the appeal u/s.58(3) preferred by the respondent
was made under the new provision of the Act, 2013, yet the body/
forum before which it was made i.e., Company Law Board-CLB,
was one constituted under the provisions of the erstwhile Act -
According to s.10E(4C) of the erstwhile Act, the CLB was a court
only in the restricted sense, there existed no express provision
which empowered the CLB to apply the provisions of the Act, 1963
to the proceedings and appeals before itself.
(ii) Provisions of the 1963 Act-provisions that lay down a prescribed
period of limitation as well as ss.4 to 24 of the 1963 Act, would
only apply to suits, applications or appeals, as the case may be,
which are made under any law to 'courts' and not to those made
before quasi-judicial bodies or tribunals, unless such quasi-judicial
bodies or tribunals are specifically empowered in that regard.
(iii) Power to extend time u/s.5 of the 1963 Act cannot be resorted
to by statutory authorities, quasi-judicial bodies or tribunals, unless
expressly

## Text

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[2026] 1 S.C.R. 227 : 2026 INSC 33
The Property Company (P) Ltd.
v.
Rohinten Daddy Mazda
(Civil Appeal No. 92 of 2026)
07 January 2026
[J.B. Pardiwala* and R. Mahadevan, JJ.]
Issue for Consideration
Issue arose whether the Company Law Board-CLB, being a
quasi-judicial body, could be said to have the power to condone
the delay in filing an appeal u/s.58(3) of the Companies Act, 2013;
that even if s.5 of the Limitation Act, 1963, per say, could not be
applied to quasi-judicial bodies, whether the principles underlying
s.5 of the 1963 Act be made applicable to an appeal u/s.58(3) of
the 2013 Act, instituted before the CLB; and that whether s.433
of the 2013 Act, which was brought into force on 01.06.2016 in
order to empower the NCLT and NCLAT respectively, to apply the
provisions of the 1963 Act, could be given retrospective effect such
that it applied to the CLB as well.
Headnotes†
Companies Act, 2013 - ss. 58(3), 433 - Refusal of registration
and appeal against refusal - Power of the Company Law
Board-CLB to extend time or condone delay u/s.58(3):
Held: Company Law Board-CLB, cannot condone the delay in
filing an appeal u/s.58(3) of the Act since the provisions of the
1963 Act would only apply to suits, applications or appeals, as
the case may be, which are made under any law to 'courts' and
not to those made before quasi-judicial bodies or tribunals, unless
such quasi-judicial bodies or tribunals are specifically empowered
in that regard - Limitation Act, 1963. [Para 160 (iii)]
Companies Act, 2013 - ss.58(3), 433 - Limitation Act, 1963-
ss.5, 14 - Refusal of registration and appeal against refusal-
Power of the Company Law Board-CLB to extend time or
condone delay u/s.58(3) - Respondent's mother bequeathed
the subject shares to the respondent through Will, of which
* Author
228
[2026] 1 S.C.R.
Supreme Court Reports
the respondent obtained probate - After 23 years, the
respondent sought registration of the transmission of the
shares - Appellant company refused such registration - As
per s.111 of the "erstwhile Act-Companies Act, 1956, against
such refusal the respondent was to file appeal within a period
of two months, however, the respondent failed to take any
action within the prescribed time period - Act of 2013 came
into force, ss.111 and 111A of the erstwhile Act replaced by
s.58 along with s.59 - Respondent filed appeal u/s.58 of the
Act, 2013 before the CLB, along with an application u/Regn 44
seeking the condonation of delay of 249 days in preferring the
appeal, which was allowed - Appeal thereagainst dismissed
by the High Court - Issues before this Court: Company Law
Board-CLB, being quasi-judicial body, if has the power to
condone the delay in filing an appeal u/s.58(3) - Even if s.5
of the 1963 Act, per say, could not be applied to quasi-judicial
bodies, the principles underlying s.5 of the 1963 Act, if can be
made applicable to an appeal u/s.58(3), instituted before CLB -
s.433 of the 2013 Act, brought into force on 01.06.2016 in order
to empower the NCLT and NCLAT, to apply the provisions of
the 1963 Act, if could be given retrospective effect such that
it applied to the CLB as well:
Held: (i) Although the appeal u/s.58(3) preferred by the respondent
was made under the new provision of the Act, 2013, yet the body/
forum before which it was made i.e., Company Law Board-CLB,
was one constituted under the provisions of the erstwhile Act -
According to s.10E(4C) of the erstwhile Act, the CLB was a court
only in the restricted sense, there existed no express provision
which empowered the CLB to apply the provisions of the Act, 1963
to the proceedings and appeals before itself.
(ii) Provisions of the 1963 Act-provisions that lay down a prescribed
period of limitation as well as ss.4 to 24 of the 1963 Act, would
only apply to suits, applications or appeals, as the case may be,
which are made under any law to 'courts' and not to those made
before quasi-judicial bodies or tribunals, unless such quasi-judicial
bodies or tribunals are specifically empowered in that regard.
(iii) Power to extend time u/s.5 of the 1963 Act cannot be resorted
to by statutory authorities, quasi-judicial bodies or tribunals, unless
expressly indicated - When such authorities or bodies are deemed
to be a court for certain limited or specified purposes, such a legal
[2026] 1 S.C.R.
229
The Property Company (P) Ltd. v. Rohinten Daddy Mazda
fiction must not be extended beyond the purpose for which the fiction
was created so as to confer powers u/s.5 of the 1963 Act as well.
(iv) Principles underlying s.14 of the 1963 Act could be applied to
the provisions relating to quasi-judicial bodies, unless there is any
express indication to the contrary in the wording and scheme of
the said provision - However, there exists vital distinction between
the principles underlying ss.5 and 14 of the 1963 Act respectively.
(v) Differences between the principles underlying ss.5 and 14 of
the 1963 Act respectively are, the exercise of a discretionary power
vested in the courts and the mandatory provision independent of
any exercise of discretion; "sufficient cause" which term by itself
is subject to a good amount of elasticity and the well-defined
conditions which must be met; and the extension of time and the
exclusion of time.
(vi) Principles underlying ss.5 and 14 of the 1963 Act respectively,
cannot be analogously applied to proceedings before quasi-judicial
bodies because in the former, the courts exercise their discretion in
extending and more specifically, adjusting the prescribed period of
limitation itself to create a fresh period of limitation - No entitlement
as a matter of right arises vis-à-vis extension of time - Whereas,
in the latter, the prescribed period of limitation remains intact, no
delay is attributed to the litigant and the time during which the
abortive proceeding was being prosecuted is expunged in the eyes
of the law to place the litigant back or restore his position within
the prescribed period of limitation wherein he is entitled to file the
appeal or application, as the case may be, as a matter of right.
(vii) Mechanism envisaged u/s.5 of the 1963 Act is proximally bound
and tethered to the discretion with which a civil court is empowered
and that u/s.14 of the 1963 Act is anchored on restoring the right of
a litigant to institute an appeal or application, as the case may be,
within the prescribed period of limitation - Both provisions work in
the interest of the litigant and seek to further the cause of substantive
justice, however, the kind and nature of the power exercised under
the two provisions, as well as the mechanism envisaged therein,
are quite distinct - Moreover, the principles underlying ss.5 and
14 of the 1963 Act respectively also stand on a different footing for
the reason that when the legislature has intended to grant powers
of extension of time, the same has been expressly indicated either
through the manner in which the concerned provision is phrased
(more often than not through a proviso) or by the adoption of the
230
[2026] 1 S.C.R.
Supreme Court Reports
Act, 1963 through a separate provision to the special law as a
whole (akin to s.433 of the 2013, Act).
(viii) Regn.44 of the CLB Regulations which saves the inherent
power of the CLB would not enable the CLB to extend time for the
filing of the appeal or the application itself, as the case may be.
(ix) Savings provision in the Act, 1963-s.29(2), is of no relevance
when the special or local law deals with a suit, appeal or application,
as the case may be, which is to be filed before a quasi-judicial
body - Question whether a certain provision in a special or a local
law expressly excludes the provisions of s.4 to 24 of the Act, 1963
respectively arises only in pursuance of the savings provision
u/s.29(2) of the Act, 1963 - As a natural corollary, if s.29(2) is, by
itself, inapplicable to a particular case then there would be no need
to look into or analyse whether there is any express exclusion.
(x) Appeal u/s.58(3) of the Act, 2013 preferred before the CLBquasi-judicial body are being dealt with, it cannot be said that the
principles underlying s.5 of the Act, 1963 must be applied - s.29(2)
of the Act, 1963 is, of no relevance and there arises no occasion
to examine whether s.58(3) of the Act, 2013 "expressly excludes"
the application of s.5 of the Act, 1963.
(xi) Simpliciter limitation period prescribed u/s.58(3) of the Act,
2013 must not be read to be merely directory - Presence of any
additional pre-emptory language in the form of "but not thereafter"
or "shall" would not always be necessary to convey that the
prescribed period is mandatory.
(xii) s.433 of the Act, 2013 which empowers the NCLT and the
NCLAT respectively to apply the provisions of the Act, 1963, as far
as may be, to the proceedings and appeals before itself, cannot be
borrowed to signify the existence of a similar power with respect
to the CLB - Moreover, the remedy of the respondent was already
time-barred before the coming into force of s.58(3) of the Act, 2013,
let alone the coming into force of s.433 of the Act, 2013 - Hence,
the change in law cannot enure to the benefit of the respondent.
Thus, the High Court erred in dismissing the statutory appeal filed
u/s.10F of the erstwhile Act and thereby, affirming the order of the
CLB condoning the delay of 249 days in filing the appeal u/s.58(3)
of the Act, 2013 - Order passed by the High Court set aside -
Company Law Board Regulations, 1991 - Regn 44 - Companies
Act, 1956 - s.10F. [Paras 160, 161]
[2026] 1 S.C.R.
231
The Property Company (P) Ltd. v. Rohinten Daddy Mazda
Companies Act, 2013 - Implementation of the provisions of
the Act, 2013 in phases - Powers conferred upon the CLB -
Discussed. [Paras 33-41]
Limitation Act, 1963 - ss.5 and 14 - Extension of prescribed
period in certain cases - Exclusion of time of proceeding bona
fide in court without jurisdiction - Difference between the
principles underlying ss.5 and 14 - Explained. [Paras 66-93]
Case Law Cited
Officer on Special Duty (Land Acquisition) and Another v. Shah
Manilal Chandulal and Others [1996] 2 SCR 366 : (1996) 9 SCC
414; Prakash H. Jain v. Marie Fernandes [2003] Supp. 3 SCR
1011 : (2003) 8 SCC 431; Om Prakash v. Ashwani Kumar Bassi
[2010] 10 SCR 550 : (2010) 9 SCC 183; Commissioner of Sales
Tax, U.P., Lucknow v. Parson Tools and Plants, Kanpur [1975] 3
SCR 743 : (1975) 4 SCC 22 - relied on.
Thirumalai Chemicals Limited v. Union of India and Others [2011]
4 SCR 838 : (2011) 6 SCC 739 - distinguished.
Smt. Nupur Mitra v. Basubani Ltd., 1999 SCC OnLine Cal 47;
Mackintosh Burn Ltd. v. Sarkar Chowdhury Enterprises P. Ltd.
2015 SCC OnLine Cal 10466 - disapproved.
M.P. Steel Corporation v. Commissioner of Central Excise [2015]
7 SCR 291 : (2015) 7 SCC 58; Canara Bank v. Nuclear Power
Corporation of India Ltd. [1995] 2 SCR 482: (1995) Supp. 3
SCC 81; Lakshmi Narayan Guin v. Niranjan Modak [1985] 2
SCR 202 : AIR 1985 SC 111; Mardia Chemicals Ltd. v. Union
of India [2004] 3 SCR 982 : (2004) 4 SCC 311; Gopal Sardar v.
Karuna Sardar [2004] 2 SCR 826 : (2004) 4 SCC 252; Dilip v.
Mohd. Azizul Haque & Anr. [2000] 2 SCR 280 : (2000) 3 SCC
607; H.V. Rajan v. C.N. Gopal & Ors. (1975) 4 SCC 302; Town
Municipal Council, Athani v. Presiding Officer, Labour Courts,
Hubli and Others [1970] 1 SCR 51 : (1969) 1 SCC 873; Kerala
State Electricity Board, Trivandrum v. T.P. Kunhaliumma [1977]
1 SCR 996 : (1976) 4 SCC 634; Ganesan v. Commission, Tamil
Nadu Hindu Religious and Charitable Endowments Board and
Others [2019] 7 SCR 102 : (2019) 7 SCC 108; Shivamma
(Dead) by LRs v. Karnataka Housing Board, 2025 SCC OnLine
SC 1969; Consolidated Engineering Enterprises v. Principal
Secretary, Irrigation Department and Others [2008] 5 SCR
232
[2026] 1 S.C.R.
Supreme Court Reports
1108 : (2008) 7 SCC 169; Sakaru v. Tanaji [1985] Supp. 2
SCR 109 : (1985) 3 SCC 590; Sesh Nath Singh and Another v.
Baidyabati Sheoraphuli Co-operative Bank Limited and Another
[2021] 3 SCR 806 : (2021) 7 SCC 313; International Asset
Reconstruction Company of India Limited v. Official Liquidator of
Aldrich Pharmaceuticals Limited and Others [2017] 10 SCR 199
: (2017) 16 SCC 137; Simplex Infrastructure Limited v. Union
of India [2018] 14 SCR 676 : (2019) 2 SCC 455; Fairgrowth
Investments Ltd. v. Custodian [2004] Supp. 5 SCR 505 : (2004)
11 SCC 472; B.K. Educational Services Private Limited v. Parag
Gupta and Associates [2018] 12 SCR 794 : (2019) 11 SCC 633;
Basubani Private Ltd. and Anr. v. Nupur Mitra and Ors. (Civil
Appeal Nos. 5063-5064 of 1999); Mackintosh Burn Ltd. v. Sarkar
and Chowdhury Enterprises Private Limited [2018] 3SCR83 :
(2018) 5 SCC 575 - referred to.
List of Acts
Companies Act, 1956; Company Law Board Regulations, 1991;
Code of Civil Procedure, 1908; Limitation Act, 1963.
List of Keywords
Company Law Board-CLB; Quasi-judicial body; Power to condone
delay in filing appeal; Retrospective effect; Refusal of registration
and appeal against refusal; Power of Company Law Board.
Case Arising From
CIVIL APPELLATE JURISDICTION: Civil Appeal No. 92
of 2026
From the Judgment and Order dated 16.12.2016 of the High Court
at Calcutta in APO No. 222 of 2016
Appearances for Parties
Advs. for the Appellant(s):
Ms. Nina Nariman, Ramesh N. Keswani, Pranav Singal, Ravi
Raghunath Vachher, Arjun Vachher, Samarth Suri, R. N. Keswani.
Advs. for the Respondent(s):
Ms. Meenakshi Arora, Sr. Adv., Indranil Ghosh, Ms. Sreya Basu
Mallick, Plazer Moktan, Shuvashish Sengupta, Ankit Dey, Satya
Mitra.
[2026] 1 S.C.R.
233
The Property Company (P) Ltd. v. Rohinten Daddy Mazda
Judgment / Order of the Supreme Court
Judgment
J.B. Pardiwala, J.
For the convenience of exposition, this judgment is divided into the
following parts:-
INDEX*
A. FACTUAL MATRIX ............................................................................
3
B. DECISION OF THE CLB ...................................................................
7
C. THE IMPUGNED DECISION .............................................................
9
D. SUBMISSIONS OF THE PARTIES ................................................... 16
I.
Submissions on behalf of the appellant company ............... 16
II. Submissions on behalf of the respondent ............................ 18
E.
ISSUES FOR DETERMINATION ...................................................... 21
F.
ANALYSIS ......................................................................................... 22
I.
The implementation of the provisions of the Act, 2013 in
phases and the powers conferred upon the CLB in the period
between 12.09.2013 and 01.06.2016. ....................................... 22
II. Whether the CLB, being a quasi-judicial body, could be said
to have the power to condone the delay in filing an appeal
under Section 58(3) of the Act, 2013? .................................... 25
a. The Act, 1963, per say, does not apply to quasi-judicial
bodies - emphasis on the court as an institution. ........ 25
b. Decisions of this Court as regards the application of
Section 5 of the Act, 1963 to quasi-judicial bodies or
tribunals .............................................................................. 37
c. Whether the principles underlying certain provisions of
the Act, 1963 could be made applicable to quasi-judicial
bodies or tribunals. ............................................................ 42
* Ed. Note: Pagination as per the original Judgment.
234
[2026] 1 S.C.R.
Supreme Court Reports
i.
The difference between the principles underlying
Sections 5 and 14 of the Act, 1963 respectively ............... 46
ii.
The decision of this Court in International Asset
Reconstruction Company of India Limited. ................... 61
iii. Whether the CLB Regulations confer any discretionary
power to the CLB to extend time or condone delay under
Section 5 of the Act, 1963? ........................................... 64
d. How Section 58(3) of the Act, 2013 which is a simpliciter
provision prescribing a limitation period, must be
construed. ........................................................................... 67
III. Whether Section 433 of the Act, 2013 must be made
retrospectively applicable or the change in law during the
pendency of the appeal must be taken into account in the
facts and circumstances of the present case? ..................... 80
G. CONCLUSION ................................................................................... 93
1.
Leave granted.
2.
This appeal arises from the judgment and order dated 16.12.2016,
passed by the High Court at Calcutta in A.P.O. No. 222/2016
(hereinafter, the "impugned decision"), by which the High Court
dismissed the appeal filed by the appellant herein and thereby,
affirmed the order passed by the Company Law Board, Kolkata Bench
(hereinafter, the "CLB") in C.A. No. 81 of 2014, condoning the delay
of 249 days in filing the appeal under Section 58(3) of the Companies
Act, 2013 (hereinafter, "the Act, 2013")by the respondent herein.
A.
FACTUAL MATRIX
3.
The Property Company (P) Ltd. (hereinafter, the "appellant
company") is a private limited company having a total of 631 fully
paid-up equity shares. Ms. Mehroo Mazda, the mother of Mr. Rohinten
Daddy Mazda, (hereinafter, the "respondent"), is said to have been a
shareholder, holding 20 shares of the appellant company (hereinafter,
the "subject shares"). Ms. Mehroo Mazda had passed away on
22.07.1989, however, two years prior to her demise, she is said to
[2026] 1 S.C.R.
235
The Property Company (P) Ltd. v. Rohinten Daddy Mazda
have bequeathed the subject shares to the respondent through her
last will and testament dated 19.06.1987. Eventually, the respondent
is also said to have obtained a probate of her will on 30.11.1990.
4.
Vide letter dated 01.03.2013, i.e., after a gap of about 23 years
from the date of obtaining the probate, the respondent's advocate
had sent a notice to the appellant company seeking registration of
the transmission of the subject shares. However, within a period of
two months, vide communication dated 30.04.2013, the appellant
company had replied to the aforesaid notice and refused such
registration. It is pertinent to note that, during this period, it was
Section 111 of the erstwhile Companies Act, 1956 (hereinafter,
the "Erstwhile Act") which was in force. Sub-sections (2) and (3)
respectively of Section 111 stipulated that the person giving intimation
of the transmission of shares may prefer an appeal against such
refusal before the CLB, but that this must be done within a period
of two months from the receipt of the notice of refusal from the
company. The said period of two months lapsed on 30.06.2013
and the respondent failed to take any action in this regard within
the prescribed time period.
5.
It is the case of the respondent that on or about 09.07.2013, the
respondent who is a resident of London and a practising barrister,
came to Kolkata and had held a conference with his advocates as
regards the approach to be taken in the matter at hand, amongst
others. As per his advocate's advice, vide communication dated
18.07.2013, yet another request was said to have been made to
the appellant company to register the transmission of the subject
shares. This communication is said to have also informed that the
respondent would initiate appropriate legal action if the registration
was not carried forward with. Thereafter, on or about 23.07.2013,
the respondent is said to have departed from Kolkata.
6.
Meanwhile, the Act, 2013 had replaced the Erstwhile Act and was
published in the Official Gazette on 30.08.2013. However, not all
provisions came into force on the said date. The Act, 2013 was
implemented in a phased manner. Several provisions of the Act,
2013 had been brought into effect on 12.09.2013 and Section 58
along with Section 59 (which corresponds to Sections 111 and 111A
of the erstwhile Act respectively) were amongst these provisions. In
other words, as on 12.09.2013, Section 111 and 111A of the erstwhile
236
[2026] 1 S.C.R.
Supreme Court Reports
Act respectively, ceased to have any effect and was replaced by the
new Sections 58 and 59 of the Act, 2013 respectively. The same
was clarified vide Circular No. 16 of 2013 dated 18.09.2013 issued
by the Ministry of Corporate Affairs, Government of India.
7.
It would be apposite to mention that the appellant company afforded
no reply to the aforesaid second communication dated 18.07.2013
sent by the respondent's advocates. Thereafter, the respondent is
said to have returned to India during the second week of December,
2013 and also have instructed his advocates to proceed with taking
appropriate legal recourse before a competent court of law.
8.
In pursuance of the same, after a period of about five months from
the second communication i.e., on 12.12.2013, the respondent's
advocate forwarded a copy of the petition filed under Section 111A
of the Erstwhile Act to the appellant company and presented the
same before the Bench Officer, CLB, on the very next day i.e., on
13.12.2013. However, it seems that certain defects, including that
the erstwhile Sections 111 and 111A respectively, had been replaced
by the new Sections 58 and 59 respectively, were identified and the
Bench Officer vide letter dated 16.12.2013 requested the same to
be addressed and rectified within a period of 15 days.
9.
The respondent thought fit to file a fresh petition instead of rectifying
the defects as aforesaid and therefore, a fresh appeal under Section
58 of the Act, 2013 was filed before the CLB on 07.02.2014. The
same came to be numbered as C.P. No. 31 of 2014. In the aforesaid
appeal, the respondent had prayed for the following reliefs:
"(a) An order may be passed directing the respondent
company to register the transfer/transmission of 20 equity
shares in favour of the petitioner within a period of ten days;
(b) That an order may be passed to rectify the register of
members of the respondent company and induct the same
of the petitioner in place of the transferor in relation to the
20 shares in question and all benefits such as rights/bonus,
etc. that have accrued thereupon since the date of purchase;
(c) Such orders as to the cost as may be deemed
appropriate by the Hon'ble Bench;
(d) Such further directions as the Hon'ble Bench may be
pleased to give;"
[2026] 1 S.C.R.
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The Property Company (P) Ltd. v. Rohinten Daddy Mazda
10. Along with the aforesaid appeal, the respondent also filed an
application bearing C.A. No. 81 of 2014 under Regulation 44 of
the Company Law Board Regulations, 1991 (hereinafter, the "CLB
Regulations") seeking the condonation of delay of 249 days in
preferring the appeal under Section 58 of the Act, 2013.
11. Soon thereafter, on 04.03.2014, the appellant company filed an
application praying to dismiss the C.P. No. 31 of 2014 as being
barred under Order XXIII, Rule 1(4) of the Code of Civil Procedure,
1908 (hereinafter, the "CPC") more particularly because the previous
petition filed by the respondent on 13.12.2013 as regards the same
subject-matter, had been abandoned by the respondent. Vide order
dated 09.01.2015, the CLB held that the subsequent petition filed
on 07.02.2014 under Section 58 of the Act, 2013 was maintainable
because the earlier petition remained unregistered and un-numbered
and therefore, the respondent could not be said to have abandoned
his claim in choosing to file a fresh petition/appeal.
12. Aggrieved by the aforesaid order of the CLB, the appellant company
filed an appeal before the High Court and the same came to be
dismissed vide order dated 26.02.2015. The order of dismissal was
further affirmed by this Court vide order dated 03.08.2015. In short,
the order of the CLB holding that the subsequent petition filed under
Section 58 of the Act, 2013, was maintainable, attained finality.
B.
DECISION OF THE CLB
13. As far as the application made before the CLB for condonation of
delay in filing the subsequent petition dated 07.02.2014 is concerned,
the same was allowed vide order dated 27.05.2016 and the delay of
249 days was condoned. While allowing the aforesaid application,
the CLB had observed the following:
(i)
First, that the delay of 249 days primarily occurred owing to the
fact that the respondent stayed in London and also because
the earlier petition/appeal dated 13.12.2013 was filed under
Section 111A of the erstwhile Act, which provision had ceased
to have any effect post 12.09.2013.
(ii)
Secondly, that the technical ground of delay in filing the
company petition must not overshadow or come in the way of
the registration of transmission of the subject shares despite
the fact that probate was granted on 30.11.1990.
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(iii) Thirdly, that reasonable steps were taken by the respondent
from the 2013 onwards to get the shares registered and in the
interests of justice, the delay should be condoned.
(iv) Lastly, considerable weight seems to have been placed on the
fact that the underlying Company Petition bearing C.P. No. 31
of 2014 had been held to be maintainable and that the same
was also affirmed by this Court.
The relevant observations are reproduced hereinbelow:
"5.1 Under the aforesaid facts and circumstances, it is clear
that the Petitioner appears to have remained silent from
1990 till the beginning of 2013 and there is no explanation
as to such inaction on the part of the petitioner for making
request to the Respondent Company for transmission of
20 shares in his favour based on the probate of Will dated
30.11.1990. However, on 12.09.2013, new Section 58 of
the Companies Act, 2013 has become effective and hence,
the Petitioner was under obligation to initiate action for filing
the Petition under Section 58 of the Companies Act, 2013
within the permissible time. However, due to his stay in
London and procedural discussions/conferences and also,
the Company Petition wrongly filed under section 111A of
the Companies Act, 1956, delay has occurred for 249 days.
Here, it is relevant to highlight that the Company petition
has been held maintainable by this Hon'ble Board vide
order dated 09.01.2015 in the matter of C.A. No.167/2014.
Apart from this, it is also viewed that merely the technical
ground of delay of 249 days in filing the petition should not
come in the way of transmission of shares despite probate
of Will. Therefore, in the broader perspective, I am of the
considered opinion that the Petitioner has taken reasonable
steps at least from 2013 onwards and the 20 shares
under transmission need to be represented by the legal
representative of the deceased member of the Company.
As such, for the ends of justice, I hereby condone the delay
of 249 days in filing the Company Petition No. 31 of 2014."
C.
THE IMPUGNED DECISION
14. It is pertinent to note that Section 434 of the Act, 2013 had come into
force with effect from 01.06.2016 and sub-section 1(b) of Section 434
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The Property Company (P) Ltd. v. Rohinten Daddy Mazda
provided that any person who is aggrieved by any decision or order
of the CLB made before 01.06.2016 may file an appeal, on any
question of law, before the High Court, within 60 days of the date
of communication of the decision of the CLB. Therefore, upon being
aggrieved by the aforesaid order of the CLB dated 27.05.2016, on
22.07.2016, the appellant company preferred an appeal under Section
10F of the Erstwhile Act before the High Court.
15. It is also apposite to mention that, on 01.06.2016, Section 433 of the
Act, 2013, which applied the provisions of the Limitation Act, 1963
(hereinafter, the "Act, 1963") to proceedings or appeals before the
National Company Law Tribunal (hereinafter, the "NCLT") and the
National Company Law Appellate Tribunal (hereinafter, the "NCLAT"),
was brought into force. The said provision reads as under:
"433. Limitation. - The provisions of the Limitation
Act, 1963 (36 of 1963) shall, as far as may be, apply to
proceedings or appeals before the Tribunal or the Appellate
Tribunal, as the case may be."
16. The High Court in the impugned decision delved into the issue of
whether the CLB lacked authority in receiving the appeal under
Section 58 of the Act, 2013 beyond the time prescribed therein. Vide
its order and judgement dated 16.12.2016, the High Court dismissed
the appeal and thereby, upheld the order of the CLB by which the
period of delay of 249 days was condoned. While doing so, the High
Court discussed as follows:
(i)
First, it was acknowledged that under the provisions of the
Erstwhile Act, the CLB would have the powers which are normally
vested in a 'Court' only to the extent that Section 10E(4C) of
the Erstwhile Act would allow. Therefore, it was a 'court' only in
a restricted sense. Furthermore, it was stated that there cannot
be any doubt that the provisions of Section 5 of the Act, 1963
would only be applicable to courts and not to any tribunal/
quasi-judicial body including the CLB, unless such authorities
are vested with the powers to condone delay. The decision
of this Court in M.P. Steel Corporation v. Commissioner of
Central Excise reported in (2015) 7 SCC 58 was discussed
in this regard.
(ii)
Secondly, heavy reliance was placed on the decision of this Court
in Canara Bank v. Nuclear Power Corporation of India Ltd.
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reported in (1995) Supp (3) SCC 81 and a decision rendered
by the Division Bench of the Calcutta High Court in Smt. Nupur
Mitra v. Basubani Ltd. reported in (1999) SCC OnLine Cal 47. It
was stated that Nupur Mitra (supra) had held that in proceedings
under Section 111 of the Erstwhile Act, the provisions of the
Limitation Act would apply. This view of the Division Bench was
also stated to have been affirmed by this Court when the matter
was taken in appeal. Therefore, it was opined that the CLB could
consider an application for condonation of delay as regards an
appeal made under Section 58 of the Act, 2013 (which had
replaced Section 111 of the Erstwhile Act) as well.
(iii) Thirdly, reference was made to the decision of a Single Judge
of the Calcutta High Court in Mackintosh Burn Ltd. v. Sarkar
Chowdhury Enterprises P. Ltd. reported in 2015 SCC OnLine
Cal 10466 wherein it was observed that although Section 58(4)
of the Act, 2013 sets certain time limits, yet the same should not
be construed to mean that the CLB would be prevented from
receiving an appeal thereunder beyond the stipulated period.
The provision also does not explicitly prohibit the receipt of an
appeal beyond the expiry of the time-limits indicated therein.
Furthermore, it was stated that it has been judicially recognised
that the principles contained in the Act, 1963 would be applicable
to matters before the CLB.
(iv) Lastly, it was observed that a High Court exercising appellate
jurisdiction would be required to take into consideration the
change in law, if any, that may have occurred during the time
the appeal is being decided. For this purpose, the decision
of this Court in Lakshmi Narayan Guin v. Niranjan Modak
reported in AIR 1985 SC 111 was referred to. The change
being alluded to in the present case was the coming into force
of Section 433 of the Act, 2013 which expressly made the Act,
1963 applicable to proceedings before the NCLT and NCLAT
respectively. It was also stated that an appeal is a continuation
of the original proceedings and the order of the CLB, being
subject to appeal, could not be said to have reached finality.
Therefore, no right could be said to have vested in the appellant
company such that they could prevent the application of the
Act, 1963 to proceedings before the CLB despite the change
in law in that regard.
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The Property Company (P) Ltd. v. Rohinten Daddy Mazda
17. The relevant observations made in the impugned decision are as
under:
"Under the provisions of Companies Act, 1956, the
Company Law Board (CLB) is a Court in a restricted sense.
Under Section 10E (4C) of the Companies Act, 1956, the
CLB would have powers under the Code of Civil Procedure,
1908 (5 of 1908) only in respect of the matters specified
in Section 10E (4C) (a) to (f) of the Companies Act. The
Company Law Board is a quasi-judicial authority to be
guided by the principles of natural justice in exercise of its
power and discharge its functions under the Companies
Act, 1956 and it shall act in its discretion. There cannot be
any doubt that the provisions of Section 5 of the Limitation
Act would only be applicable to the Courts and not to any
Tribunal, Quasi-Judicial bodies including CLB unless such
authorities are vested with the power of enlargement.
In M.P. Steel Corporation (supra), the Hon'ble Supreme
Court after taking into consideration a large number of
decisions held that a series of decisions of the Supreme
Court have also clearly held that the Limitation Act applies
only to Courts and does not apply to quasi-judicial bodies
and the decision in Madan Lal Das & Sons reported at (
1976) 4 SCC, 464, a three-Judge Bench of the Supreme
Court is per incuriam as it was decided without adverting
to either Parson Tools, (1975) 4 SCC 22 or other earlier
judgments. Madan Lal case, therefore, is not an authority
for the proposition that the Limitation Act would apply to
tribunals as opposed to courts.
-xxxThe three decisions of the Company Law Board relied
upon by Mr. Saha does not appear to have taken into
consideration the decision of the Hon'ble Supreme Court in
Canara Bank Vs. Nuclear Power Corporation of India Ltd.
& Ors. reported at 1995 (84) Comp Cas 70; 1995(Sup3)
SCC 81 and a Division Bench Judgement of the Hon'ble
High Court in Smt. Nupur Mitra & Anr. Vs. Basubani Pvt.
Ltd. & Ors. reported at 1999 (2) CLT 264 where it has
been clearly held that in the absence of a specific provision
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covering application under Section 111, the residuary
Article, namely, Article 137 would apply.
In Smt. Nupur Mitra (supra), the Hon'ble Division Bench
relying upon a decision of the Hon'ble Supreme Court
in Canara Bank (supra) held that in proceedings under
Section 111 of the Act the provisions of the Limitation Act
would apply. The judgment was taken in appeal wherein
the Supreme Court after observing, "various contentions
are raised on behalf of both the parties before us and,
in particular on behalf of the appellants as regards the
limitation and delay. The respondents in their petition
have made out a prima facie case for condonation
of delay and if necessary, the respondents may file
such documents as permissible in law to get the delay
condoned'', directed the Company Law Board to hear
the matter afresh. Thus, in view of the Supreme Court
upholding the decision of the Calcutta High Court that
the provisions of the Limitation Act are applicable to the
proceedings under Section 111 of the Companies Act, the
said decision was binding on the Company Law Board.
If so, then the application for condonation of delay can
be considered under Section 5 of the Limitation Act. In
regard to the application of the Section, the settled law
as propounded by the Supreme Court in a number of
cases is that the term "sufficient cause" in Section 5 must
receive liberal construction so as to advance substantial
justice and generally delays in bringing the appeal are
required to be condoned in the interest of justice where
no gross negligence or deliberate inaction or lack of bona
fides is imputable to the parties seeking condonation
of delay. It may not be out of place to mention that in
the case of Smt. Nupur Mitra (supra) the petition under
Section 111 of the Act was filed nearly 50 years after
the allotment of shares and the Company Law Board
dismissed the Petition as time-barred. The order was set
aside by the Division Bench of the Calcutta High Court,
which decision was confirmed by the Supreme Court
and the matter was remanded back to the Company
Law Board for consideration afresh.
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The Property Company (P) Ltd. v. Rohinten Daddy Mazda
In Smt. Nupur Mitra (supra) in Paragraph 65 of the
said report, the Hon'ble Division Bench considered the
applicability of the Limitation Act and held:-
"65. Assuming that the Limitation Act, 1963 does apply, in
the absence of a specific provision covering applications
under Section 111, the residuary article namely Article
137 would apply. If the cause of action arose in 1996 as
claimed by the appellants, the application under Section
111 having been filed in 1998 would be within time."
-xxxA Co-ordinate Bench in M/s Mackintosh Burn (supra)
answered the said question in the manner following:-
"Section 58(4) of the Act permits an application though
the exact word used is "appeal" to be filed by a person
within the time stipulated in such provision. The provision
is for the benefit of the transferees of shares in a public
company and the time-limits are 60 days from the date of
the refusal to register the transfer or 90 days of the delivery
of the instrument for transfer to the company without any
intimation as to its fate.
Though the provision sets the time-limits as above, nothing
therein prevents the Company Law Board from receiving
a petition or application thereunder beyond the stipulated
period.
Since it is now judicially recognized that the principles
contained in the Limitation Act, 1963 would be applicable
to matters before the Company Law Board, irrespective
of the use of the word "appeal" in the relevant provision,
it would appear that the Company Law Board would have
authority to receive a petition after the expiry of the specified
period, by applying the principles of the Limitation Act as
may be applicable. The question of law sought to be raised
is of no consequence since the provision does not prohibit
the receipt of a petition or application thereunder after the
expiry of the time-limits indicated therein."
Moreover, the High Court in exercising an appellate
jurisdiction is required to take into consideration the change
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of law. In fact, the decisions cited by Mr. Saha in order to
emphasize that the said change of law did not affect the
pending proceeding supports the respondent more than
the appellant. In Lakshminarayan Guin (supra), the Hon'ble
Supreme Court had taken note of the change of law to
extend protection to a tenant against eviction which was
not available to the tenant when the original proceeding
was instituted. The intention of the legislature to extend
the benefit of such amendment to a tenant in the pending
proceeding was manifest. The manifest intention with
which Mr. Saha seeks to support the observation of the
Hon'ble Supreme Court in Lakshminarayan Guin (supra)
equally applies in the instant case as failure to apply such
principle may cause manifest injustice and miscarriage of
justice since by operation of law the petitioner is entitled
to have his name recorded in the share register and the
refusal to register the share in the name of the petitioner
is patently illegal.
-xxxThe very fact that an appeal is a continuation of proceedings
and the order of CLB is subject to appeal and has not
reached finality, therefore, no right appears to have been
vested in the appellant in order to attract the mischief of
affecting vested right, if there be any.
Under such circumstances, this Court finds no reason
to interfere with the order passed by the Company Law
Board. Since legal issue sought to be raised is devoid on
merit ACO No.91 of 2016 and APO No.222 of 2016 are
dismissed.
However, there shall be no order as to costs."
(Emphasis supplied)
D.
SUBMISSIONS OF THE PARTIES
I.
Submissions on behalf of the appellant company
18. Ms. Nina Nariman, the learned counsel appearing on behalf of the
appellant company submitted, at the outset, that the impugned
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