Holding

The Company Law Board, being a quasi‑judicial body, is not empowered to apply Section 5 of the Limitation Act or to condone delay in filing an appeal under Section 58(3) of the Companies Act, 2013, and Section 433 cannot be given retrospective effect to it.

Summary

The respondent, a beneficiary of shares bequeathed by his mother, sought registration of the transmission of those shares after the company refused to register them. The refusal triggered an appeal under the erstwhile Companies Act, 1956, which the respondent failed to file within the prescribed two‑month period; he later filed an appeal under the new Companies Act, 2013, Section 58(3) before the Company Law Board (CLB) and sought condonation of a 249‑day delay under Regulation 44, which the CLB allowed. The High Court dismissed the appeal, holding that the CLB could condone the delay, and the matter reached the Supreme Court. The Court examined whether a quasi‑judicial body like the CLB could invoke Section 5 of the Limitation Act, 1963, or the principles underlying it, to extend the limitation period, and whether Section 433 of the 2013 Act could be given retrospective effect to the CLB. It held that the Limitation Act applies only to courts unless expressly extended, that the principles of Section 5 cannot be applied to the CLB, that Section 433 does not retrospectively empower the CLB, and that the limitation period in Section 58(3) is mandatory. Consequently, the High Court’s decision was set aside and the appeal was allowed.

Issues considered

Whether the Company Law Board, as a quasi‑judicial body, has the power to condone delay in filing an appeal under Section 58(3) of the Companies Act, 2013 using Section 5 of the Limitation Act, 1963.
Whether the principles underlying Section 5 of the Limitation Act, 1963 can be applied to an appeal before the CLB instituted under the Companies Act, 2013.
Whether Section 433 of the Companies Act, 2013 can be given retrospective effect to apply the Limitation Act to the CLB.
Whether the limitation period prescribed in Section 58(3) of the Companies Act, 2013 is mandatory or merely directory.
Whether Regulation 44 of the CLB Regulations, 1991 confers any power on the CLB to extend time or condone delay.

Legislation cited

Arbitration and Conciliation Act, 1996s. 34(3)
Code of Civil Procedure, 1908
Companies Act, 1956s. 10E(4C), s. 10F
Companies Act, 2013s. 433, s. 58(3)
Company Law Board Regulations, 1991s. 25, s. 43, s. 44
Limitation Act, 1963s. 14, s. 29(2), s. 5

Headnote

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 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

Subjects

Company Law Board-CLBQuasi-judicial bodyPower to condone delay in filing appealRetrospective effectRefusal of registration and appeal against refusalPower of Company Law Board

Judgment

[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.

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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.

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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 CLB-
quasi-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.

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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.

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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. 237

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.
238 [2026] 1 S.C.R.

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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
[2026] 1 S.C.R. 239

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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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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.
-xxx-
The 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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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.”
-xxx-
A 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.
-xxx-
The 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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decision fails to take into account the settled position of law that
the Act, 1963 is not applicable to tribunals or quasi-judicial bodies.
Therefore, the CLB acted without authority while condoning the delay
of 249 days in filing the appeal under Section 58 of the Act, 2013.
19. It was submitted that Regulation 44 of the CLB Regulations saving
the inherent powers of the CLB could not be said to empower it to
circumvent the mandatory time-limit to file a petition provided in the
statute and that the said regulation has no manner of application in
the matter of condonation of delay in the instant case. The power of
condonation has to be conferred specifically by the statute itself or
by way of the statute adopting the provisions of the Act, 1963 akin
to what has been provided for under Section 433 of the Act, 2013.
20. It was submitted that on the date on which the decision of the CLB
was rendered, the provisions of Section 433 of the Act, 2013 had not
come into force. They had come into force only w.e.f. 01.06.2016 i.e.,
four days after the CLB had passed its order. While it is conceded
that the effect of the coming into force of Section 433 is that the NCLT
would have the powers to condone delay in respect of “proceedings”
or “appeals” before itself if sufficient cause is made out, the same
cannot be imputed to the status of things which existed prior to
01.06.2016.
21. The counsel would also submit that an appeal under Section 58(3)
of the Act, 2013 would be in the nature of an original proceeding and
Section 5 of the Act, 1963 could not be said to confer any power
upon a court or tribunal to condone delay in respect of a proceeding
of original nature. It is only an “appeal” or an “application” in respect
of which delay can be condoned.
22. She would submit that Section 58(3) of the Act, 2013 is analogous
to Section 111(3) of the Erstwhile Act. The decision of this Court in
Canara Bank (supra) had observed that the appeal by a shareholder
instituted before the CLB under Sections 111(2) and 111(3) of the
Erstwhile Act respectively, would be an ‘original application’ despite
its nomenclature as an ‘appeal’. The counsel placed further reliance
on the decisions of this Court in Mardia Chemicals Ltd. v. Union of
India reported in (2004) 4 SCC 311 and Gopal Sardar v. Karuna
Sardar reported in (2004) 4 SCC 252 to buttress her argument that
proceedings would be of an original nature despite the use of the
word “appeal” under the said provision.
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23. The counsel would also submit that the impugned decision had
misread the observations made by this Court in the order dated
14.09.1999 in Civil Appeal Nos. 5063-64 of 1999, by which this
Court disposed of the appeal against the decision of the Calcutta
High Court in Smt. Nupur Mitra (supra).
24. In such circumstances referred to above, the learned counsel prayed
that there being merit in her appeal, the same may be allowed and
the impugned decision of the High Court be set-aside.

II. Submissions on behalf of the respondent
25. On the other hand, Ms. Meenakshi Arora, the learned Senior Counsel
appearing for the respondent would submit that the impugned decision
correctly arrived at the conclusion that there was no negligence on
the part of the respondent in filing the appeal before the CLB under
Section 58 of the Act, 2013 and also that the application seeking
condonation of delay was rightly allowed.
26. The counsel would submit that Section 58(3) of the Act, 2013
prescribes a period of 30 days from the date of the notice of refusal
from the company or in case no such notice was obtained, then a
period of 60 days from the date the instrument of transfer or intimation
of transmission was delivered to the company, within which an appeal
must be preferred to the CLB (now, NCLT) by the transferee.
27. The counsel drew a comparison with Section 34 of the Arbitration
and Conciliation Act, 1996 to indicate that unlike the said provision,
which uses the words “but not thereafter”, there was no indication
under Section 58(3) that an appeal cannot be filed beyond the period
of 30 or 60 days, as the case may be.
28. The counsel submitted that Section 29(2) of the Act, 1963 clearly
provides that where any special or local law prescribes for any
suit, appeal or application, a period of limitation different from that
prescribed by the Schedule to the Act, 1963, then Section 3 of the
Act, 1963 would apply as if such period indicated under the special
or local law were the period prescribed by the Schedule. Therefore,
for determining any period of limitation prescribed for a suit, appeal
or application by any special or local law, the provisions contained
in Sections 4 to 24 of the Act, 1963 respectively (both inclusive)
would apply, only insofar as, and to the extent of which, they are not
expressly excluded by such special or local law. In her view, even
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before the coming into force of Section 433 of the Act, 2013, there
was no express exclusion of the provisions of the Act, 1963 and
therefore, the CLB could be said to have the power under Section 5
of the Act, 1963 to condone the delay in preferring the appeal under
Section 58(3) of the Act, 2013.
29. The counsel placed heavy reliance on the decision of this Court in
M.P. Steel (supra) wherein it was held that the principles of the Act,
1963 as contained Section 14 would apply to applications or appeals
made before a quasi-judicial body/tribunal.
30. Even otherwise, it was submitted that since an appeal before the High
Court under Section 10F of the Erstwhile Act would be a continuation
of the original proceedings, the order of the CLB had not attained
finality and the High Court was right in considering the change in law
that was brought forth by the coming into force of Section 433 of the
Act, 2013. Therefore, no right could be said to have been otherwise
vested in the appellant company. In this regard, the counsel would
refer to the decision of this Court in Lakshmi Narayan Guin (supra),
Dilip v. Mohd. Azizul Haque & Anr. reported in (2000) 3 SCC 607
and H.V. Rajan v. C.N. Gopal & Ors. reported in (1975) 4 SCC 302.
31. In such circumstances as referred to above, the counsel prayed that
there being no merit in this appeal, the same may be dismissed.

E. ISSUES FOR DETERMINATION
32. Having heard the learned counsel appearing for the parties and
having gone through the materials on record, the following questions
fall for our consideration:
I. 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? In other words, even if Section
5 of the Act, 1963, per say, could not be applied to quasi-judicial
bodies, whether the principles underlying Section 5 of the Act,
1963 be made applicable to an appeal under Section 58(3) of
the Act, 2013, instituted before the CLB?
II. Whether Section 433 of the Act, 2013 which was brought into
force on 01.06.2016 in order to empower the NCLT and NCLAT
respectively, to apply the provisions of the Act, 1963, could be
given retrospective effect such that it applied to the CLB as well?
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F. ANALYSIS

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.
33. In order to ensure a smooth transition into the new framework,
the Act, 2013 was implemented in phases. Section 1 of the Act,
2013 came into force on 30.08.2013. Section 1, itself, indicated
that different dates may be appointed for the coming into force of
different provisions.
34. A group of 98 sections or parts thereof was brought into force on
12.09.2013. It is noteworthy to mention that Section 58 of the Act,
2013 formed a part of this group.
35. Much thereafter, on 01.06.2016, Chapter XXVII which contained
several provisions relating to the constitution of the NCLT and NCLAT
respectively and their powers, was brought into force. This included
Section 433 as well.
36. In the period between 12.09.2013 and 01.06.2016, a mix of provisions
i.e., certain provisions from the Erstwhile Act and certain provisions
from the Act, 2013 held the field. In other words, when the new
provisions were being brought into force in phases, the provisions
of the Erstwhile Act were also being repealed in phases.
37. The facts and circumstances of the present matter are peculiar for
the reason that the appeal under Section 58(3) of the Act, 2013 was
filed during this period between 12.09.2013 and 01.06.2016. In other
words, the Section 58(3) appeal was filed at a time when the NCLT
and NCLAT had not yet been constituted. Therefore, although the
appeal was made under the new provision of the Act, 2013, yet the
body/forum before which it was made was one constituted under
the provisions of the Erstwhile Act, i.e., the CLB.
38. Insofar as the CLB is concerned, Section 10E of the Erstwhile Act
dealt with how it was to be constituted and the kind of powers that
it could exercise. More particularly, Section 10E(4C) of the Erstwhile
Act specifically stated that the CLB shall have the same powers which
are otherwise vested in a Court trying a suit under the CPC, only
in respect of certain specific matters which included the discovery
and inspection of documents, examining witnesses on oath etc. In
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respect of matters pertaining to limitation, there was no express
provision which permitted the CLB to act in a manner similar to that
of a court. The relevant provision is reproduced as under:
“(4C) Every Bench referred to in sub-section (4B) shall
have powers which are vested in a Court under the Code
of Civil Procedure, 1908 (5 of 1908), while trying a suit,
in respect of the following matters, namely : -
(a) discovery and inspection of documents or other material
objects producible as evidence ;
(b) enforcing the attendance of witnesses and requiring
the deposit of their expenses ;
(c) compelling the production of documents or other
material objects producible as evidence and impounding
the same ;
(d) examining witnesses on oath ;
(e) granting adjournments ;
(f) reception of evidence on affidavits.”
39. It was only when an appeal was instituted before the High Court,
by a person aggrieved by any decision or order of the CLB, that
Section 10F of the Erstwhile Act, allowed the condonation of delay
upon sufficient cause being shown. However, even this was capped
for a further period not exceeding sixty days. In other words, the
maximum period within which one could prefer an appeal before the
High Court against an order of the CLB was 120 days (60 days +
60 days). Section 10F is reproduced as under:
“10F. APPEALS AGAINST THE ORDERS OF THE
COMPANY LAW BOARD
Any person aggrieved by any decision or order of the
Company Law Board may file an appeal to the High Court
within sixty days from the date of communication of the
decision or order of the Company Law Board to him on
any question of law arising out of such order :
Provided that the High Court may, if it is satisfied that the
appellant was prevented by sufficient cause from filing the
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appeal within the said period, allow it to be filed within a
further period not exceeding sixty days.”
(Emphasis supplied)

40. What is evident from the aforesaid is that, during the period between
12.09.2013 and 01.06.2016, it was the CLB which was the adjudicating
authority even as regards a proceeding initiated under the new
provisions of the Act, 2013. We deem it necessary to reemphasize
that there was no provision either akin to or corresponding to Section
433 of the Act, 2013 which empowered the CLB to apply the Act, 1963
during this period between 12.09.2013 and 01.06.2016. The legislature
had very consciously timed the coming into force of Section 433 of the
Act, 2013 with that of the creation of the NCLT and NCLAT respectively,
which unambiguously revealed their intention to not confer the CLB
with any power insofar as the issue of limitation was concerned.
41. Therefore, it now becomes necessary for us to examine whether
the Act, 1963 would apply to those quasi-judicial bodies which are
not specifically or expressly empowered to apply the provisions of
the Act, 1963. Even if this is answered in the negative, would it be
permissible for us to accept the submission made by Ms. Arora that
the principles underlying certain provisions of the Act, 1963 should
nevertheless be made applicable to such quasi-judicial bodies?

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?

a. The Act, 1963, per say, does not apply to quasi-judicial
bodies – emphasis on the court as an institution.
42. In the absence of a specific provision in the special legislation which
expressly extends the application of the Act, 1963 to proceedings
before the concerned quasi-judicial body or the system of quasi-
judicial bodies, the thumb rule is that the rules of limitation, not
only those that seek to lay down a prescribed period but also those
envisaged under Sections 4 to 24 respectively of the Act, 1963,
would remain inapplicable to quasi-judicial bodies.
43. The crux of the underlying reasoning behind such a position is the
reluctance and disinclination to apply those rules and principles
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pertaining to limitation, to bodies to which it was not contemplated
to have any application. This can be a double-edged sword at times,
i.e., although the proceedings before these quasi-judicial bodies would
be governed by their own prescribed period of limitation without any
conflict with the timelines laid out in the Schedule to the Act, 1963
yet this would also mean that the other provisions included within
Sections 4 to 24 respectively of the Act, 1963, which more often
than not, come to the aid of the litigant, would remain inaccessible
to persons pursuing remedies before quasi-judicial bodies.
44. This general and universal rule that the Act, 1963 only applies to
‘civil courts’ was expounded in the decision of this Court in Town
Municipal Council, Athani v. Presiding Officer, Labour Courts,
Hubli and Others reported in (1969) 1 SCC 873 which was concerned
with applications made by workmen, before the Labour Court, under
Section 33-C(2) of the Industrial Disputes Act, 1947. The aforesaid
legislation did not expressly make the provisions of the Act, 1963
applicable to Labour Courts. However, one of the pleas raised was
that the applications under Section 33-C(2) were time-barred in view
of Article 137 of the Schedule to the Act, 1963. The aforesaid plea
came to be rejected and a two-fold reasoning was assigned – (a)
that the provisions of the Act, 1963, more specifically, Article 137,
would only govern applications made under the CPC; and (b) At the
very least, it was stated that Article 137 is only concerned with those
applications which are presented to a “court” as understood in the
strictest sense and not to quasi-judicial bodies. On the latter aspect,
with which we are directly concerned, it was elaborated as follows:
(i) First, that on a closer look at the Articles under the Third
Division of the Schedule to the Act, 1963, which deals with
‘applications’, it is plainly evident that all these applications
should be presented before a ‘court’. Even the applications as
regards the Arbitration and Conciliation Act, 1996, which find
mention in the Third Division, were to be presented before
‘courts’. Therefore, the determining factor would be whether
the application is made before a court or not. In other words,
it is the forum before which the application is made which
ought to be given importance to. If it is a court then, there
would be no restriction in applying the Articles contained in
the third division for the purpose of limitation. However, if the
application is made before a tribunal or a quasi-judicial body,
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then the said Articles cannot be applied. To put it simply, “the
scope of the various articles in this division cannot be held to
have been so enlarged as to include within them applications
to bodies other than courts, such as a quasi-judicial tribunal,
or even an executive authority”.
(ii) Secondly, the change in the long title of the Act, 1963 in
comparison to the old Limitation Act, 1908 was taken note of.
It was changed from “an Act to consolidate and amend the law
for the limitation of suits and for other purposes” to “An Act to
consolidate and amend the law for the limitation of suits and
other proceedings and for purposes connected therewith”. It was
opined that the addition of the word “other proceedings” in the
long title, could not be said to necessarily imply that the Act,
1963 was now enlarged in scope to also govern proceedings
before any authority, whether executive or quasi-judicial, in
comparison to the old Limitation Act which was intended to
govern proceedings before civil courts only. The purposes for
which the Act, 1963 was enacted, in the opinion of this Court,
could not be construed as having been fundamentally altered due
to the change in the phrasing of the long title to the Act, 1963.
The relevant observations are thus:
“12.This point, in our opinion, may be looked at from another
angle also. When this Court earlier held that all the articles
in the third division to the schedule, including Article 181
of the Limitation Act of 1908, governed applications under
the Code of Civil Procedure only, it clearly implied that the
applications must be presented to a court governed by the
Code of Civil Procedure. Even the applications under the
Arbitration Act that were included within the third division by
amendment of Articles 158 and 178 were to be presented
to courts whose proceedings were governed by the Code of
Civil Procedure. At best, the further amendment now made
enlarges the scope of the third division of the schedule so
as also to include some applications presented to courts
governed by the Code of Criminal Procedure. One factor
at least remains constant and that is that the applications
must be to courts to be governed by the articles in this
division. The scope of the various articles in this division
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cannot be held to have been so enlarged as to include
within them applications to bodies other than courts, such
as a quasi-judicial tribunal, or even an executive authority.
An Industrial Tribunal or a Labour Court dealing with
applications or references under the Act are not courts
and they are in no way governed either by the Code of
Civil Procedure or the Code of Criminal Procedure. We
cannot, therefore, accept the submission made that this
article will apply even to applications made to an Industrial
Tribunal or a Labour Court. The alterations made in the
article and in the new Act cannot, in our opinion, justify the
interpretation that even applications presented to bodies,
other than courts, are now to be governed for purposes
of limitation by Article 137.
13.Reliance in this connection was placed by learned
counsel for the appellant primarily on the decision of the
Bombay High Court inP.K. Parwalv.Labour Court, Nagpur.
[1966 SCC OnLine Bom 99 : (1968) 70 Bom LR 104] We
are unable to agree with the view taken by the Bombay
High Court in that case. The High Court ignored the
circumstance that the provisions of Article 137 were sought
to be applied to an application which was presented not to
a court but to a Labour Court dealing with an application
under Section 33-C(2) of the Act and that such a Labour
Court is not governed by any procedural code relating to
Civil or Criminal Proceedings. That court appears to have
been considerably impressed by the fact that, in the new
Limitation Act of 1963, an alteration was made in the long
title which has been incorrectly described by that court
as preamble. Under the old Limitation Act, no doubt, the
long title was “an Act to consolidate and amend the law
for the limitation of suits and for other purposes”, while, in
the new Act of 1963, the long title is “An Act to consolidate
and amend the law for the limitation of suits and other
proceedings and for purposes connected therewith”. In the
long title, thus, the words “other proceedings” have been
added; but we do not think that this addition necessarily
implies that the Limitation Act is intended to govern
proceedings before any authority, whether executive or
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quasi-judicial, when, earlier, the old Act was intended to
govern proceedings before civil courts only. It is also true
that the preamble which existed in the old Limitation Act
of 1908, has been omitted in the new Act of 1963. The
omission of the preamble does not, however, indicate that
there was any intention of the legislature to change the
purposes for which the Limitation Act has been enforced.
The Bombay High Court also attached importance to the
circumstance that the scope of the new Limitation Act has
been enlarged by changing the definition of “applicant”
in Section 2(a) of the new Act so as to include even a
petitioner and the word “application” so as to include a
petition. The question still remains whether this alteration
can be held to be intended to cover petitions by a petitioner
to authorities other than Courts. We are unable to find
any provision in the new Limitation Act which would justify
holding that these changes in definition were intended to
make the Limitation Act applicable to proceedings before
bodies other than Courts. We have already taken notice of
the change introduced in the third division of the Schedule
by including references to applications under the Code of
Criminal Procedure, which was the only other aspect relied
upon by the Bombay High Court in support of its view
that applications under Section 33-C of the Act will also
be governed by the new Article 137. For the reasons we
have indicated earlier, we are unable to accept the view
expressed by the Bombay High Court; and we hold that
Article 137 of the Schedule to the Limitation Act, 1963, does
not apply to applications under Section 33-C(2) of the Act,
so that the previous decision of this Court that no limitation
is prescribed for such applications remains unaffected.”
(Emphasis supplied)

45. The first leg of the two-fold reasoning adopted in Town Municipal
Council, Athani (supra) came to be seriously doubted and the fate
of applications made under other laws but before “courts” seemed to
be in a limbo. More particularly, the question was whether applications
made to courts under the provisions of other laws, apart from the
CPC, would be included within the scope of the Act, 1963 or not.
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46. The aforesaid confusion was resolved by the three-judge
bench decision of this Court in Kerala State Electricity Board,
Trivandrum v. T.P. Kunhaliumma reported in (1976) 4 SCC 634.
Therein, the issue was whether Article 137 of the Act, 1963 would
apply to a petition under Section 16(3) of the Indian Telegraph Act,
1885 claiming compensation against the Electricity Board, made
before the District Judge. While reaching the conclusion that Article
137 of the Act, 1963 would apply to any petition or application filed
under ‘any Act’ to a civil court and disagreeing with Town Municipal
Council, Athani (supra) on this aspect, the Bench elucidated as
follows:
(i) First, that Article 137 of the Act, 1963 would include a petition
or any application made under ‘any Act’ and cannot be strictly
confined to applications made under the CPC. However, one
must be cognisant in recognising that such an application under
any other Act should be made before a ‘court’ as understood in
the traditional sense. The reason being that Sections 4 and 5 of
the Act, 1963 respectively speak of the expiry of the prescribed
period when the ‘court’ is closed and also extension of the
prescribed period if the ‘court’ is satisfied about the existence
of sufficient cause in not preferring the appeal or application
during the stipulated time period.
(ii) Secondly, this Court delved into the aspect of the specific
import of the words “District Judge” used in Section 16(3) of
the Indian Telegraph Act, 1885. In other words, the attempt
was to ascertain whether the aforesaid words would refer to a
determination by the District Judge ‘acting judicially as a court’
or not. It was held that Section 16 contained intrinsic evidence
to indicate that reference was being made to the ‘court of the
District Judge’. Therefore, it was concluded, that there existed
no reason to withhold the application of Article 137.
The relevant observations are reproduced hereinbelow:
“18.The alteration of the division as well as the change in
the collocation of words in Article 137 of the Limitation Act,
1963 compared with Article 181 of the 1908 Limitation Act
shows that applications contemplated under Article 137 are
not applications confined to the Code of Civil Procedure.
In the 1908 Limitation Act there was no division between
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applications in specified cases and other applications as in
the 1963 Limitation Act. The words “any other application”
under Article 137 cannot be said on the principle of ejusdem
generis to be applications under the Civil Procedure Code
other than those mentioned in Part I of the third division.
Any other application under Article 137 would be petition
or any application under any Act. But it has to be an
application to a court for the reason that Sections 4 and
5 of the 1963 Limitation Act speak of expiry of prescribed
period when court is closed and extension of prescribed
period if applicant or the appellant satisfies the court that
he had sufficient cause for not preferring the appeal or
making the application during such period.
-xxx-
20.The provisions in the Telegraph Act which contemplate
determination by the District Judge of payment of
compensation payable under Section 10 of the Act indicate
that the District Judge acts judicially as a court. Where by
statutes matters are referred for determination by a court of
record with no further provision the necessary implication
is that the court will determine the matters as a court.
(SeeNational Telephone Co. Ltd.v.Postmaster-General[1913
AC 546 : 82 LJKB 1197 : 29 TLR 637] . In the present case
the statute makes the reference to the District Judge as
the Presiding Judge of the District Court. In many statutes
reference is made to the District Judge under this particular
title while the intention is to refer to the court of the District
Judge. The Telegraph Act in Section 16 contains intrinsic
evidence that the District Judge is mentioned there as the
court of the District Judge. Section 16(4) of the Telegraph
Act requires payment into the court of the District Judge
such amount as the telegraph authority deems sufficient
if any dispute arises as to the persons entitled to receive
compensation. Again, in Section 34 of the Telegraph Act
reference is made to payment of court fees and issue of
processes both of which suggest that the ordinary machinery
of a court of civil jurisdiction is being made available for the
settlement of these disputes. Section 3(17) of the General
Clauses Act states that the District Judge in any Act of
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the Central Legislature means the judge of a principal civil
court of original jurisdiction other than the High Court in
the exercise of its original civil jurisdiction, unless there
is anything repugnant in the context. In the Telegraph Act
there is nothing in the context to suggest that the reference
to the District Judge is not intended as a reference to the
District Court which seems to be the meaning implied by the
definition applicable thereto. The District Judge under the
Telegraph Act acts as a civil court in dealing with applications
under Section 16 of the Telegraph Act.
21.The changed definition of the words “applicant” and
“application” contained in Sections 2(a) and 2(b) of the
1963 Limitation Act indicates the object of the Limitation
Act to include petitions, original or otherwise, under special
laws. The interpretation which was given to Article 181
of the 1908 Limitation Act on the principle of ejusdem
generis is not applicable with regard to Article 137 of the
1963 Limitation Act. Article 137 stands in isolation from
all other articles in Part I of the third division. This Court
inNityananda Joshi casehas rightly thrown doubt on the
two-Judge Bench decision of this Court inAthani Municipal
Council casewhere this Court construed Article 137 to be
referable to applications under the Civil Procedure Code.
Article 137 includes petitions within the word “applications”.
These petitions and applications can be under any special
Act as in the present case.
22.The conclusion we reach is that Article 137 of the 1963
Limitation Act will apply to any petition or application filed
under any Act to a civil court. With respect we differ from
the view taken by the two-judge bench of this Court inAthani
Municipal Council case[(1969) 1 SCC 873 : (1970) 1 SCR
51] and hold that Article 137 of the 1963 Limitation Act is
not confined to applications contemplated by or under the
Code of Civil Procedure. The petition in the present case
was to the District Judge as a court. The petition was one
contemplated by the Telegraph Act for judicial decision.
The petition is an application falling within the scope of
Article 137 of the 1963 Limitation Act.”
(Emphasis supplied)
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47. Although the aforesaid two decisions of this Court were directly
concerned with the application of Article 137 of the Schedule to the
Act, 1963 to applications made before quasi-judicial bodies, yet they
laid down a larger general rule regarding the scope and extent of
application of the Act, 1963, as a whole, to tribunals or quasi-judicial
bodies created by special laws; more particularly those laws, wherein
no express provision seeking to apply the Act, 1963 to proceedings
before the concerned quasi-judicial body/tribunal existed.
48. On a careful scrutiny, it can be culled out that the aspect which
pre-occupied this Court in the aforementioned two decisions is the
absolute necessity of the ‘court’ or the system of courts as envisaged
in the Constitution which ought to be held as solely capable of
applying the provisions of the Act, 1963. Therefore, notable and
significant emphasis was placed on which institution/body is seeking
to employ certain provisions of limitation or exercise the powers
entrusted under the Act, 1963. The general rule, in this context, is
a strict and unmalleable one i.e., it is only the courts which would
concern itself with the provisions of the Act, 1963 unless expressly
indicated otherwise in any special law governing quasi-judicial bodies.
49. This general rule was only bolstered through several landmark
decisions which came subsequently. A three-judge bench of this Court
in Commissioner of Sales Tax, U.P., Lucknow v. Parson Tools
and Plants, Kanpur reported in (1975) 4 SCC 22 observed thus:
“9.[…] In view of these pronouncements of this Court,
there is no room for argument that the Appellate Authority
and the Judge (Revisions) Sales tax exercising jurisdiction
under the Sales Tax Act, are “courts”. They are merely
Administrative Tribunals and “not courts”. Section 14,
Limitation Act, therefore, does not, in terms apply to
proceedings before such tribunals.”
(Emphasis supplied)

50. Several decisions that came subsequent to Parson Tools (supra)
have also reinforced that the Act, 1963 could be applied to appeals
or applications made to ‘courts’ only. Without engaging in the exercise
of specifically referring to each of these decisions, we refer with profit
to the decision of this Court in M.P. Steel (supra), wherein this issue
was put to rest and it was stated as follows:
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“19. […] On a plain reading of the provisions of the
Limitation Act, it becomes clear that suits, appeals and
applications are only to be considered (from the limitation
point of view) if they are filed in courts and not in quasi-
judicial bodies.
-xxx-
21. […] The question in this case is whether the Limitation
Act extends beyond the court system mentioned above and
embraces within its scope quasi-judicial bodies as well?
22.A series of decisions of this Court have clearly held
that the Limitation Act applies only to courts and does not
apply to quasi-judicial bodies. […]”
(Emphasis supplied)

51. On a reading of the aforementioned decisions, it can be stated,
without doubt, that the provisions of the Act, 1963 (provisions that lay
down a prescribed period of limitation as well as Sections 4 to 24 of
the Act, 1963 respectively) would only apply to suits, applications or
appeals 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.
52. This discussion which reveals that the application of the provisions
of the Act, 1963 is “body/forum specific” would also be relevant in
addressing a particular submission made by Ms. Arora - that Section
433 of the Act, 2013 which specifically empowers the NCLT and
the NCLAT respectively to apply the provisions of the Act, 1963 to
proceedings or appeals before itself, must be given retrospective
effect such that it applies to the CLB as well. However, we shall deal
with this submission, in the latter parts of our discussion.

b. Decisions of this Court as regards the application of Section
5 of the Act, 1963 to quasi-judicial bodies or tribunals
53. Insofar as the application of Section 5 of the Act, 1963 to quasi-
judicial bodies is concerned, this Court has always indicated that the
same can only be applied to ‘courts’. In Officer on Special Duty
(Land Acquisition) and Another v. Shah Manilal Chandulal and
Others reported in (1996) 9 SCC 414, this Court had categorically
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held that Section 5 of the Act, 1963 cannot be resorted to by statutory
authorities which are not ‘courts’. Therein, this Court was concerned
with whether the Collector or the Land Acquisition Officer could
extend time.
54. It is interesting to note that in Officer on Special Duty (supra), a
State amendment to the concerned provision clarified that the orders
made by the Collector under that provision shall be subject to revision
by the High Court and for that specific purpose, the Collector was
to be considered to be a court subordinate to the High Court. In the
impugned decision therein, this amendment was wrongly construed
as conferring the Collector with the powers of a court even as regards
Section 5 of the Act, 1963. This Court clarified that the aforesaid
local amendment treated the Collector as a court only for a ’limited
purpose’ i.e., for the exercise of revisional jurisdiction and that this
could not be conflated with the powers under Section 5 of the Act,
1963. The relevant observations are thus:
“4.The question, therefore, is: whether Section 5 of the
Limitation Act would apply? The High Court relied upon
sub-section (3) of Section 18 which was made by way of a
local amendment, i.e., the Land Acquisition (Maharashtra
Extension and Amendment) Act 38 of 1964 which reads
thus:
“Any order made by the Collector on an
application under this section shall be subject
to revision by the High Court, as if the Collector
were a Court subordinate to the High Court
within the meaning of Section 115 of the Code
of Civil Procedure, 1908.”
5.It would appear that the High Court of Gujarat has taken
a consistent view that, by operation of sub-section (3), as
the Collector was designated to be a court subordinate to
the High Court under Section 115, Civil Procedure Code
(for short “CPC”), Section 5 of the Limitation Act (26 of
1963) stands attracted. Though sub-section (3) of Section
18, by virtue of local amendments, treated the Collector
as court for a limited purpose of exercising revisional
jurisdiction under Section 115, CPC to correct errors of
orders passed by the Collector under Section 18, he cannot
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be considered to be a court for the purpose of Section 5
of the Limitation Act. Section 5 of the Limitation Act stands
attracted only when LAO acts as a court.”
(Emphasis supplied)

55. Another decision of this Court in Prakash H. Jain v. Marie Fernandes
(supra) reported in (2003) 8 SCC 431 which was also concerned with
the condonation of delay by a statutory authority, observed as follows:
i. First, that while considering the issue of condonation of delay,
one must look not only at the nature and character of the
authority i.e., whether it is a court or not, but also pay careful
attention to the nature of the powers already conferred upon
such authorities, the scheme underlying the provisions of the
concerned Act, the extent or the boundaries of the powers
contained therein and especially take into account the intention
of the legislature.
ii. Secondly, there is no such thing as any inherent power to
condone delay in filing any proceedings, unless specifically
warranted and permitted by law, since reading such an inherent
power would have the consequence of altering the rights accrued
to a party under the concerned statute.
iii. Thirdly, when a statutory authority is ‘deemed’ to be a court for
certain limited and specific purposes, it must not be taken to
mean that it would be a court for any and all other purposes as
well. The legal fiction must be given full effect, however, it must
not be extended beyond the purpose for which the fiction was
created. Therefore, unless expressly indicated, such statutory
authorities cannot be clothed with any power that is to be
exercised under the Act, 1963.
The relevant observations are reproduced hereinbelow:
“10.We have carefully considered the submissions of the
learned counsel appearing on either side. Questions of the
nature raised before us have to be considered not only
on the nature and character of the authority, whether it is
court or not but also on the nature of powers conferred
on such authority or court, the scheme underlying the
provisions of the Act concerned and the nature of powers,
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the extent thereof or the limitations, if any, contained therein
with particular reference to the intention of the legislature
as well, found expressed therein. There is no such thing
as any inherent power of court to condone delay in filing
proceedings before a court/authority concerned, unless
the law warrants and permits it, since it has a tendency
to alter the rights accrued to one or the other party under
the statute concerned. […]”
-xxx-
12. […] but the various provisions under Chapter VIII
unmistakably indicate that the competent authority
constituted thereunder is not “court” and the mere fact that
such authority is deemed to be court only for limited and
specific purposes, cannot make it a court for all or any
other purpose and at any rate for the purpose of either
making the provisions of the Limitation Act, 1963 attracted
to proceedings before such competent authority or clothe
such authority with any power to be exercised under the
Limitation Act. It is by now well settled by innumerable
judgments of various courts including this Court, that
when a statute enacts that anything shall be deemed to
be some other thing the only meaning possible is that
whereas the said thing is not in reality that something,
the legislative enactment requires it to be treated as if
it is so. Similarly, though full effect must be given to the
legal fiction, it should not be extended beyond the purpose
for which the fiction has been created and all the more,
when the deeming clause itself confines, as in the present
case, the creation of fiction for only a limited purpose as
indicated therein. Consequently, under the very scheme
of provisions enacted in Chapter VIII of the Act and the
avowed legislative purpose obviously made known patently
by those very provisions, the competent authority can by
no means be said to be “court” for any and every purpose
and that too for availing of or exercising powers under the
Limitation Act, 1963.
13.The competent authority constituted under and for the
purposes of the provisions contained in Chapter VIII of
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the Act is merely and at best a statutory authority created
for a definite purpose and to exercise, no doubt, powers
in a quasi-judicial manner but its powers are strictly
circumscribed by the very statutory provisions which
conferred upon it those powers and the same could be
exercised in the manner provided therefor and subject
to such conditions and limitations stipulated by the very
provision of law under which the competent authority itself
has been created.”
(Emphasis supplied)

56. Viewing the facts and circumstances of the present case in light of
the ratio of Officer on Special Duty (supra) and Prakash H. Jain
(supra), it can be seen that the CLB was also to be treated as a
court but for very limited purposes which were enumerated under
Section 10E(4C) of the Erstwhile Act. Therefore, the powers conferred
under Section 10E(4C) must neither be conflated with nor extended
to encompass the powers which a court would otherwise exercise
under Section 5 of the Act, 1963.
57. In yet another decision of this Court in Om Prakash v. Ashwani
Kumar Bassi reported in (2010) 9 SCC 183, it was stated that the
Rent Controller, being a creature of statute, would only be able to
act in terms of the powers vested in him by the statute and would
therefore, be incapable of entertaining an application under Section
5 of the Act, 1963 for the condonation of delay or extension of time.
It was observed thus:
“24. […] There is no specific provision to vest the Rent
Controller with authority to extend the time for making of
such affidavit and the application. The Rent Controller
being a creature of statute can only act in terms of the
powers vested in him by statute and cannot, therefore,
entertain an application under Section 5 of the Limitation
Act for condonation of delay since the statute does not
vest him with such power.”
(Emphasis supplied)

58. The aforesaid decisions are direct authorities for the proposition that
Section 5 of the Act, 1963 is not to be utilised by statutory bodies
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or authorities for the purpose of extending time or condoning delay.
However, since heavy reliance has been placed on the decision of
this Court in M.P. Steel (supra) to submit that the principles underlying
Section 5 of the Act, 1963 must nevertheless be made applicable
to statutory authorities or quasi-judicial bodies, we must see if the
decisions of this Court in Officer on Special Duty (supra), Prakash
H. Jain (supra) and Om Prakash (supra) still hold good.

c. Whether the principles underlying certain provisions of
the Act, 1963 could be made applicable to quasi-judicial
bodies or tribunals.
59. We are aware that although the provisions of the Act, 1963 per
say have been made inapplicable to applications or appeals before
quasi-judicial bodies, yet the principles underlying the provisions of
the Act, 1963, more specifically Section 14 thereof, have been made
applicable to applications or appeals made before quasi-judicial
bodies. This aspect of applying the principles underlying Section 14
of the Act, 1963 was discussed in Parson Tools (supra).
60. Although the decision in Parson Tools (supra) did not apply the
principles underlying Section 14 of the Act, 1963 to the facts of their
case, based on how the concerned provision i.e., Section 10 of the
U.P. Sales Tax Act, 1948, was phrased, yet it left open the possibility
for future decisions to apply the said principles where a contrary
intention could not be inferred or culled out from the provision to
which the principles underlying Section 14 was sought to be applied.
61. Subsequently, this Court in M.P. Steel (supra) took forward the idea
that the principles underlying Section 14 of the Act, 1963 could be
applied to a provision, unless a contrary intention appears from its
wording. This was because the principles upon which Section 14
is based are those which advance the cause of justice. In the facts
of that case, this Court permitted the application of the principles
underlying Section 14 of the Act, 1963 to an appeal filed by the
appellant under Section 128 of the Customs Act, 1962 and remanded
the matter to the Commissioner (Appeals) for a decision on merits.
62. In the course of arriving at the said conclusion, M.P. Steel (supra)
referred to a vital distinction between exclusion of time and
condonation of delay, the former relating to Section 14 of the Act,
1963 and the latter relating to Section 5 of the Act, 1963. This
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difference was discussed because the provision with which they
were concerned i.e., Section 128 of the Customs Act, 1962, stated
that time could not be ‘extended’ beyond a further period of three
months. In examining whether the aforesaid stipulation would impede
or qualify the application of the principles underlying Section 14 of
the Act, 1963, it was stated that ‘exclusion of time’ is conceptually
different from ‘extension of time/condonation of delay’ and it is
only the latter for which the statute has prescribed an outer-limit
of an additional period of three months. Therefore, as far as the
exclusion of time under Section 14 was concerned, it could not be
said that there was any upper-limit as such that was prescribed in
the provision. The relevant observations made in M.P. Steel (supra)
are reproduced as follows:
“43.[…] Also, the principle of Section 14 would apply
not merely in condoning delay within the outer period
prescribed for condonation but would apply dehors such
period for the reason pointed out inConsolidated Engg.
[(2008) 7 SCC 169] above, being the difference between
exclusion of a certain period altogether under Section 14
principles and condoning delay. As has been pointed out
in the said judgment, when a certain period is excluded
by applying the principles contained in Section 14, there is
no delay to be attributed to the appellant and the limitation
period provided by the statute concerned continues to be
the stated period and not more than the stated period. We
conclude, therefore, that the principle of Section 14 which
is a principle based on advancing the cause of justice
would certainly apply to exclude time taken in prosecuting
proceedings which are bona fide and with due diligence
pursued, which ultimately end without a decision on the
merits of the case.”
(Emphasis supplied)

63. In contemplating whether the aforesaid decisions in Parson Tools
(supra) and M.P. Steel (supra) which relate to applying the principles
underlying Section 14 of the Act, 1963 to provisions which pertain
to quasi-judicial bodies, could also be resorted to in the present
case, we must take forward the distinction between Section 5 and
Section 14 of the Act, 1963 respectively which was alluded to in M.P.
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Steel (supra). This is because we are concerned with whether the
principles underlying Section 5 of the Act, 1963, could be applied
to provisions relating to quasi-judicial bodies in the same manner
as that of Section 14.
64. The decision of this Court in Ganesan v. Commission, Tamil
Nadu Hindu Religious and Charitable Endowments Board and
Others reported in (2019) 7 SCC 108 was directly concerned with
the applicability of Section 5 of the Act, 1963 to appeal proceedings
before a statutory authority and also had the opportunity to look into
the decision in M.P. Steel (supra). Despite this, Ganesan (supra)
arrived at the conclusion that the ratio of M.P. Steel (supra) had no
application to their case since it pertained to Section 14 and not
Section 5 of the Act, 1963. Therefore, it refused to condone delay
by briefly observing as follows:
“44.The two-Judge Bench inM.P. Steel Corpn.[M.P. Steel
Corpn.v.CCE, (2015) 7 SCC 58 : (2015) 3 SCC (Civ) 510] ,
however, held that the provisions of Section 14 would
certainly apply. We in the present case are concerned
only with applicability of Section 5 of the Limitation Act.”
65. The aforesaid approach taken in Ganesan (supra), by itself, is
sufficient indication that the principles underlying Section 5 of the
Act, 1963 cannot be applied to quasi-judicial bodies. However, to
obviate any further confusion on this legal issue, we would like to take
forward this conclusion arrived at in Ganesan (supra) a bit further
and elucidate why the treatment as regards the principles underlying
Sections 5 and 14 of the Act, 1963 respectively, must be different.

i. The difference between the principles underlying Sections
5 and 14 of the Act, 1963 respectively
66. Section 5 of the Act, 1963, with which we are directly concerned,
reads thus:
“5. Extension of prescribed period in certain cases.—
Any appeal or any application, other than an application
under any of the provisions of Order XXI of the Code of
Civil Procedure, 1908 (5 of 1908), may be admitted after the
prescribed period if the appellant or the applicant satisfies
the court that he had sufficient cause for not preferring
the appeal or making the application within such period.
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Explanation.—The fact that the appellant or the applicant
was misled by any order, practice or judgment of the High
Court in ascertaining or computing the prescribed period
may be sufficient cause within the meaning of this section.”
67. The marginal note to Section 5 reads – “Extension of prescribed
period in certain cases”. Therefore, it is limpid that what the provision
contemplates is the “extension” of the prescribed period of limitation
and not the exclusion of it.
68. It is also well-established that the term “sufficient cause” under
Section 5 must not be subject to undue rigidity and must be construed
in a manner such that it can be contextualised in the facts and
circumstances of each case. In other words, it must be kept sufficiently
flexible and not be subject to an exhaustive set of circumstances or
reasons. Courts must adopt a liberal and justice-oriented approach
in assessing whether sufficient cause is made out. While there exists
some outer boundaries within which the term “sufficient cause” must
be construed, yet it is no doubt true that a significant amount of
leeway is given to courts which are faced with an application under
Section 5 of the Act, 1963 to ascertain whether the reasons assigned
qualify the subjective test of the words “sufficient cause”.
69. Furthermore, the use of the words “may be admitted” in the substantive
part of the provision indicates that the power which is vested with
the court to admit an appeal or an application after the prescribed
period, upon sufficient cause being established, is discretionary in
nature. There is not one but a two-layered exercise of discretion
which is involved in a Section 5 application – i.e., first, in determining
whether “sufficient cause” existed and when the same is answered in
the affirmative, then, secondly, in assessing whether the case is a fit
one for the extension of time/condonation of delay [See: Shivamma
(Dead) by LRs v. Karnataka Housing Board reported in 2025 SCC
OnLine SC 1969]
70. In contradistinction, Section 14 of the Act, 1963 reads thus:
“14. Exclusion of time of proceeding bona fide in
court without jurisdiction.—(1) In computing the period
of limitation for any suit the time during which the plaintiff
has been prosecuting with due diligence another civil
proceeding, whether in a court of first instance or of appeal
or revision, against the defendant shall be excluded, where
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the proceeding relates to the same matter in issue and
is prosecuted in good faith in a court which, from defect
of jurisdiction or other cause of a like nature, is unable
to entertain it.
(2) In computing the period of limitation for any application,
the time during which the applicant has been prosecuting
with due diligence another civil proceeding, whether in a
court of first instance or of appeal or revision, against the
same party for the same relief shall be excluded, where
such proceeding is prosecuted in good faith in a court
which, from defect of jurisdiction or other cause of a like
nature, is unable to entertain it.
(3) Notwithstanding anything contained in rule 2 of Order
XXIII of the Code of Civil Procedure, 1908 (5 of 1908),
the provisions of sub-section (1) shall apply in relation
to a fresh suit instituted on permission granted by the
court under rule 1 of that Order, where such permission
is granted on the ground that the first suit must fail by
reason of a defect in the jurisdiction of the court or other
cause of a like nature.
Explanation.—For the purposes of this section,—
(a) in excluding the time during which a former civil
proceeding was pending, the day on which that proceeding
was instituted and the day on which it ended shall both
be counted;
(b) a plaintiff or an applicant resisting an appeal shall be
deemed to be prosecuting a proceeding;
(c) misjoinder of parties or of causes of action shall be
deemed to be a cause of a like nature with defect of
jurisdiction.”
71. The marginal note to Section 14 reads – “Exclusion of time of
proceeding bona fide in court without jurisdiction”. Therefore, at first
blush, what becomes evident is that the provision is concerned with
“exclusion” and not “extension”.
72. On a further reading of the aforesaid, one can see that there are
certain well-defined pre-requisites that must be satisfied for a party
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to take benefit of Section 14. Section 14(2) deals with computing
the period of limitation for an application and the following are its
requisite conditions – First, both the earlier and the subsequent
proceedings must be civil proceedings; Secondly, both the earlier
and the subsequent proceedings must be before a court; Thirdly,
they must be between the same parties; Fourthly, they must be for
the same relief; Fifthly, the previous proceedings must have been
incapable of being entertained owing to a defect of jurisdiction or
any other cause of a like nature; Lastly, the earlier proceedings must
have been prosecuted with good faith and due-diligence.
73. Insofar as the second condition referred to above is concerned
i.e., that both the earlier and the subsequent proceedings must
be before a court, this Court in M.P. Steel (supra) clarified that
the word “court” in Section 14 has now been expanded to include
tribunals as well, but only insofar as the abortive proceeding is
concerned. In other words, the application under Section 14 must
still be made before a “civil court” or a court as understood in the
traditional sense, but the time which is sought to be excluded may
pertain to proceedings undertaken before a quasi-judicial forum. It
was observed thus:
“34.[…] This Court made a distinction between “civil court”
and “court” and expanded the scope of Section 14 stating
that any authority or tribunal having the trappings of a court
would be a “court” within the meaning of Section 14. It
must be remembered that the word “court” refers only to
a proceeding which proves to be abortive. In this context,
for Section 14 to apply, two conditions have to be met.
First, the primary proceeding must be a suit, appeal or
application filed in a civil court. Second, it is only when it
comes to excluding time in an abortive proceeding that the
word “court” has been expanded to include proceedings
before tribunals.”
(Emphasis supplied)

74. Another pertinent aspect under Section 14(2) is the use of the words
“shall be excluded” which indicates that the provision is couched
in mandatory language. Meaning thereby that, when the defined
conditions or pre-requisites of Section 14(2) are satisfied, the court
would be obligated to exclude the time concerned and it would not
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be open for the court to disallow the Section 14(2) application for
any ancillary reason.
75. What flows from this preliminary examination of Sections 5 and
14 of the Act, 1963 respectively, is that – First, one pertains to the
exercise of a discretionary power vested in courts and the other is
a mandatory provision independent of any exercise of discretion;
Secondly, one refers to “sufficient cause” which term by itself is
subject to a good amount of elasticity and the other has delineated
well-defined conditions which must be met; and Lastly, one deals
with the extension of time while the other is concerned with the
exclusion of time.
76. One common aspect that cuts through both provisions is, of course,
that both have been enacted to advance the cause of substantial
justice. However, we must be mindful in equating, without distinction,
the principles underlying Sections 5 and 14 of the Act, 1963
respectively and erasing the very apparent differences which exist
between the two provisions.
77. In this context, it would be apposite to point out that a three-judge
bench of this Court in Consolidated Engineering Enterprises v.
Principal Secretary, Irrigation Department and Others reported in
(2008) 7 SCC 169 indicated that the principles underlying Sections
5 and 14 of the Act, 1962 respectively, stand on a different footing.
It was emphasized that while the power to excuse delay and grant
extension of time under Section 5 is discretionary, the power to
exclude time under Section 14 is mandatory when the necessary
ingredients are fulfilled. Section 5 is much broader in scope because a
multitude of reasons could constitute “sufficient cause” for the purpose
of condonation or extension. The relevant observations are thus:
“28.Further, there is fundamental distinction between the
discretion to be exercised under Section 5 of the Limitation
Act and exclusion of the time provided in Section 14 of
the said Act. The power to excuse delay and grant an
extension of time under Section 5 is discretionary whereas
under Section 14, exclusion of time is mandatory, if the
requisite conditions are satisfied. Section 5 is broader in
its sweep than Section 14 in the sense that a number of
widely different reasons can be advanced and established
to show that there was sufficient cause in not filing the
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appeal or the application within time. The ingredients in
respect of Sections 5 and 14 are different. The effect of
Section 14 is that in order to ascertain what is the date of
expiration of the “prescribed period”, the days excluded
from operating by way of limitation, have to be added to
what is primarily the period of limitation prescribed. […].”
(Emphasis supplied)

78. One might still take the view that the difference between extension
and exclusion is only semantic. However, such a view would seriously
misconstrue the plain language and intent underlying these two
provisions. On the one hand, when the court extends time under
Section 5, what essentially occurs is that the applicant is required to
satisfy the court about the existence of a sufficient cause starting from
the date on which limitation began till the actual date of filing. Upon
being satisfied about the existence of sufficient cause, the court then
extends the prescribed period of limitation itself till the date of filing of
the appeal or application, as the case may be, such that the appeal
or application is deemed to have been filed within limitation, under
the eyes of law. In other words, the non-filing of the appeal or the
application within prescribed period of limitation is only excused and
the mandatory bar under Section 3 of the Act, 1963 is overcome by
stretching out the prescribed period of limitation, through discretion,
in the peculiar facts and circumstances of each case.
79. On the other hand, when the court is contemplating the exclusion of
time under Section 14, the prescribed period of limitation continues
to be unaltered. What happens is that, in computing the limitation
period, the time during which the applicant was prosecuting the
abortive proceeding is altogether excluded. This is substantiated
by the observation of this Court in M.P. Steel (supra) that – “when
a certain period is excluded, by applying the principles contained in
Section 14, there is no delay to be attributed to the appellant, and
the limitation period provided by the statute concerned continues to
be the stated period and not more than the stated period.”.
80. The effect of the exclusion is, therefore, that, the applicant or the
appellant, as the case may be, is placed in a position wherein it is
assumed that the abortive proceeding never even occurred in the
first place. The law permits such an assumption if the ingredients
under Section 14 are satisfied. There arises no question of stretching
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out the prescribed period of limitation through discretion. It is as
though the time during which the abortive proceeding was prosecuted
is expunged in the eyes of law. Such an erasure is allowed also
because no delay could be said to be attributed to the applicant or
the appellant, as the case may be.
81. However, when an extension occurs under Section 5, the delay is, in
clear terms, attributed to the applicant or the appellant, as the case
may be. It is just that such a delay does not have the consequence
of the application or the appeal being disallowed due to the mandate
under Section 3 of the Act, 1963. The effect of Section 5 is that the
period during which the sufficient cause persisted is not erased in the
eyes of law; rather the prescribed period of limitation is discretionarily
adjusted for the benefit of the litigant.
82. In simple terms, it could be said that, under Section 5, it is the
limitation period itself which is being discretionarily extended; whereas,
under Section 14, the clock is reversed and the litigant’s position is
restored to some specific date which is within the prescribed period
of limitation. After being placed back within the prescribed period of
limitation, the litigant would thereafter be “entitled” to file the appeal or
application, as the case may be, as a “matter of right”. There arises
no such question of right insofar as the mechanism contemplated
under Section 5 is concerned. Under Section 5, even after satisfying
the court that sufficient cause existed, the litigant cannot claim the
extension as a matter of right, since it is the exercise of discretion
which is the decisive factor.
83. To illustrate, if the prescribed period of limitation for preferring some
appeal/application is 180 days, and say, the litigant prefers the same
appeal/application on the 300th day - Here, the effect of Section 5
would be that, if sufficient cause existed, the limitation period itself
is extended such that it becomes 300 days. Now consider the same
appeal/application for which the prescribed period of limitation is 180
days, and say, the applicant was prosecuting an abortive proceeding
from the 120th day - Here, the effect of a Section 14 application would
be that, if its pre-requisites are fulfilled, the clock is turned back and
the applicant is placed, yet again, on the 120th day i.e., the date on
which he could file the same appeal/application as a matter of right.
84. This nuanced distinction between extension and exclusion is relevant
for our discussion on whether the principles underlying Sections
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5 and 14 of the Act, 1963 could both be analogously applied to
proceedings before quasi-judicial bodies because, as aforementioned,
under Section 5, the courts exercise discretion in extending and
more specifically, adjusting the prescribed period of limitation itself
to create a fresh period of limitation. Whereas, insofar as Section
14 is concerned, the prescribed period of limitation remains intact.
The mechanism envisaged under Section 5 is proximally bound and
tethered to the discretion with which a civil court is empowered and
that under Section 14 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. This restoration is based on fixed
and well-defined conditions which leaves no room for any exercise
of discretion. In other words, Section 14 allows the litigant to file the
appeal or the application, as the case may be, as a matter of right
by reinstating him on a specific point in the timeline wherein he is
entitled to exercise the said right, whereas Section 5 acknowledges
that he may not be entitled as a matter of right to file the appeal or
the application, as the case may be, but extends time in his favour
due to some inherent discretion vested in civil courts.
85. 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.
86. Another key difference between Sections 5 and 14 of the Act,
1963 respectively was pointed out by the decision of this Court in
Sakaru v. Tanaji reported in (1985) 3 SCC 590. While Section 14
pertains to “computation of the period of limitation”, Section 5 is a
provision that comes into play once such a computation is already
completed and the appeal or the application, as the case may be,
is still beyond the prescribed period of limitation. To put it simply,
the discretion to ‘extend’ time can only be contemplated once the
process of computation (which includes ‘exclusion’ of time) is done
with. The relevant observations are thus:
3. […] The provisions relating to computation of the period
of limitation are contained in Sections 12 to 24 included
in Part III of the Limitation Act, 1963. Section 5 is not
a provision dealing with “computation of the period of
limitation”. It is only after the process of computation is
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completed and it is found that an appeal or application
has been filed after the expiry of the prescribed period
that the question of extension of the period under Section
5 can arise.”
(Emphasis supplied)

87. Despite the differences delineated above, as a last resort, one
could possibly cite the discussion undertaken by this Court in M.P.
Steel (supra) whereby, Sections 6 and 14 of the Act, 1963 and their
underlying principles were equated and it was stated that both can
be analogously applied to quasi-judicial bodies. Moreover, one would
also be right in pointing out that while Section 14 is a computation
provision, Section 6 is not. In that context, the question would arise
as to why the rationale adopted for Section 6 cannot be true for
Section 5 as well?
88. We are of the view that there exist several identical features between
Sections 6 and 14 of the Act, 1963 respectively and the same identity
cannot be said to exist vis-á-vis Section 5. Section 6 which deals
with “legal disability” is similar to Section 14 on several aspects –
First, it is also a provision which envisages ‘exclusion of time’ and
has nothing to do with extension of time. Secondly, the provision is
also mandatory in nature and the use of the word “may” does not
refer to the discretion granted to the court, but rather, the discretion
given to the litigant to institute a suit or an application, as the case
may be. Thirdly, it also indicates that after the period during which
the legal disability persisted is excluded, the litigant is entitled to
institute the suit or the application, as the case may be, as a “matter
of right”. This is evident from the use of the words “Where a person
entitled…, as would otherwise have been allowed”.
89. As we have explained in the preceding paragraphs, such points of
identity does not exist vis-á-vis Section 5.
90. In light of all the aforesaid, it is our view that the discretionary power
to adjust the period of limitation itself, must be specifically granted
to the concerned quasi-judicial body or tribunal and there must be
a reasonable indication from the language of the statute that such
a discretion which is otherwise vested in civil courts, is also vested
in the concerned quasi-judicial body. We can think of two ways in
which this can be done:
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a. Through a proviso or a sub-section in the concerned section
stating that the quasi-judicial body can extend time for filing
the said appeal or application, as the case may be, upon the
satisfaction that sufficient cause existed.
To illustrate, such a sub-rule or proviso may read
thus - “provided that the Company Law Board may,
if it is satisfied that the appellant was prevented by
sufficient cause from filing the appeal within the said
period, allow it to be filed within a further period not
exceeding 60 days” or “…within a further period of
60 days” or “…within a period of 60 days but not
thereafter”.
Courts have interpreted such provisions to confer a limited
discretionary power to the quasi-judicial bodies to extend time.
We say that it is limited because the exercise of such discretion
is subject to an outer-limit (which is 60 days in our illustration).
If no such outer-limit is prescribed, then the discretionary power
to extend time would be unlimited.
b. Through a separate provision within the scheme of the entire
legislation stating that the quasi-judicial body would be able to
apply the provisions of the Act, 1963 (akin to that of Section
433 of the Act, 2013).
To illustrate, such a separate provision may read
thus – “The provisions of the Limitation Act, 1963 (36
of 1963) shall, as far as may be, apply to proceedings
or appeals before the Company Law Board”.
Such a provision would have empowered the CLB to exercise the
discretionary power to apply Section 5 of the Act, 1963. We say
so also because, at present, the NCLT and NCLAT do exercise
their discretionary powers to extend time, as regards proceedings
and appeals before themselves, due to the coming into force of
Section 433 of the Act, 2013. The only restriction to the exercise
of such a discretion would be an outer-limit, if any, indicated by
the concerned provision, owing to the use of the words “as far
as may be” in provisions like Section 433 of the Act, 2013.
91. To obviate any confusion, we have noted that the phrase “as far as
may be”, by itself, may not be sufficient to preclude the application
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of Section 5 of the Act, 1963 altogether. The decision of this Court
in Sesh Nath Singh and Another v. Baidyabati Sheoraphuli Co-
operative Bank Limited and Another reported in (2021) 7 SCC 313
provides some important clarification in that regard. Section 238-A
of the Insolvency and Bankruptcy Code, 2016 (hereinafter, the “IBC,
2016”) is pari materia to that of Section 433 of the Act, 2013 and also
employs the phrase “as far as may be”. In discussing the meaning
of this expression, this Court pointed out that due to the existence
of Section 238-A, the provisions of the Act, 1963, including that of
Section 5, would apply to proceedings or appeals instituted under
the IBC, 2016. In other words, the NCLT, NCLAT, DRT and DRAT
respectively, could exercise their discretion to extend time insofar
as the IBC, 2016 is concerned. The relevant observations are thus:
“56.For the sake of convenience, and to avoid prolixity
and unnecessary repetition, all the aforesaid issues are
dealt with together. Section 238-A IBC provides that the
provisions of the Limitation Act shall, as far as may be,
apply to proceedings before the adjudicating authority
(NCLT) andNclat.
57.It is well settled by a plethora of judgments of this
Court as also different High Courts and, in particular, the
judgment of this Court inB.K. Educational Services (P)
Ltd.v.Parag Gupta & Associates[B.K. Educational Services
(P) Ltd.v.Parag Gupta & Associates, (2019) 11 SCC 633
: (2018) 5 SCC (Civ) 528] NCLT/Nclathas the discretion
to entertain an application/appeal after the prescribed
period of limitation. The condition precedent for exercise
of such discretion is the existence of sufficient cause for
not preferring the appeal and/or the application within the
period prescribed by limitation.”
(Emphasis supplied)

92. However, suppose the concerned provision already provides that
delay can only be condoned within a maximum outer-limit, then such
an outer-limit would have to be harmoniously read with the expression
“as far as may be” to curtail the power to exercise discretion in
condoning delay within that outer-limit.
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93. In the absence of any legislative intent being evident in the form
of (a) or (b), it would not be proper for us to take the view that the
principles underlying Section 5 must apply to such bodies, even by
analogy. The argument that the principles underlying Sections 6 or
14 of the Act, 1963 respectively, could be applied to quasi-judicial
bodies is not sufficient reason to hold the same insofar as Section
5 of the Act, 1963 is concerned.

ii. The decision of this Court in International Asset
Reconstruction Company of India Limited.
94. As indicated by us in the preceding paragraphs, whether the
provisions of the Act, 1963 stand excluded and more particularly,
whether there is an embargo on the application of Section 5 of
the Act, 1963 must be examined conscientiously, keeping in mind
the overall scheme of the Act in question and the intention of the
legislature. The decision of a three-judge bench of this Court in
International Asset Reconstruction Company of India Limited
v. Official Liquidator of Aldrich Pharmaceuticals Limited and
Others reported in (2017) 16 SCC 137 has shed light on how such
an exercise is to be conducted. It dealt with the application of Section
5 of the Act, 1963 to an appeal before the Debt Recovery Tribunal
(hereinafter, the “DRT”) under Section 30 of the Recovery of Debts
and Bankruptcy Act, 1993 (hereinafter, the “Act, 1993”).
95. It would be apposite to mention that Section 24 of the same Act
read as follows: “The provisions of the Limitation Act, 1963 (36 of
1963), shall, as far as may be, apply to an application made to a
Tribunal.” Upon a cursory reading of the aforesaid Section 24, one
might assume that it is similar to that of Section 433 of the Act,
2013. However, a deeper analysis would reveal that while Section
433 of the Act, 2013 applies to “proceedings or appeals” before the
NCLT or the NCLAT, Section 24 of the Act, 1993 applies only to
an “application” made before the DRT. This was a crucial point of
difference which proved to be instrumental to the issue with which
International Asset Reconstruction Company (supra) was faced
with, because it related to an ‘appeal’ and not an application made
before the DRT.
96. Since the general rule is that the Act, 1963 would not apply to
quasi-judicial bodies or tribunals, unless expressly specified, this
Court turned its attention to any indication within the statute which
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could signal that Section 5 of the Act, 1963 was intended to be
applied to ‘appeals’ made before the DRT as well. In doing so, it
was observed thus:
“13.The RDB Act is a special law. The proceedings
are before a statutory Tribunal. The scheme of the Act
manifestly provides that the legislature has provided for
application of the Limitation Act to original proceedings
before the Tribunal under Section 19 only. The Appellate
Tribunal has been conferred the power to condone delay
beyond 45 days under Section 20(3) of the Act. The
proceedings before the Recovery Officer are not before
a Tribunal. Section 24 is limited in its application to
proceedings before the Tribunal originating under Section
19 only. The exclusion of any provision for extension of
time by the Tribunal in preferring an appeal under Section
30 of the Act makes it manifest that the legislative intent
for exclusion was express. The application of Section
5 of the Limitation Act by resort to Section 29(2) of
the Limitation Act, 1963 therefore does not arise. The
prescribed period of 30 days under Section 30(1) of the
RDB Act for preferring an appeal against the order of
the Recovery Officer therefore cannot be condoned by
application of Section 5 of the Limitation Act.”
(Emphasis supplied)

97. It was observed that the power as regards condonation of delay was
given to the DRT via Section 24 only when an original ‘application’
was made under Section 19 of the said Act and to the Appellate
Tribunal via Section 20(3) when an appeal was made before it under
Section 20. On the contrary, insofar as ‘appeals’ made to the DRT
under Section 30 were concerned, it was held that the exclusion of
Section 5 of the Act, 1963 was manifestly express.
98. The decision in International Asset Reconstruction Company
(supra) furthers the proposition which has been well-cemented over
the years that, one must carefully inspect and scrutinise the scheme
of the Act and the intention of the legislature before conferring the
power to extend time or condone delay to quasi-judicial bodies or
tribunals. The exercise must be rooted in vigilance and not haste.
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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?
99. In the facts and circumstances of the present case, the CLB seems
to have traced its power to condone delay/extend time to Regulation
44 of the CLB Regulations. However, it is the submission of Ms.
Nariman that the said regulation which saves the inherent powers of
the CLB cannot be used to allow the circumvention of the mandatory
time-limit prescribed for filing an appeal under Section 58 of the Act,
2013. Regulation 44 reads thus:
“44. Saving of inherent power of the Bench – Nothing
in these rules shall be deemed to limit or otherwise affect
the inherent power of the Bench to make such orders as
may be necessary for the ends of justice or to prevent
abuse of the process of the Bench.”
100. It is well-established that although the exercise of inherent powers are
in addition to the powers specifically conferred on the concerned body
or institution, yet such an exercise of power must be complementary
to and not be in conflict with any express provision or be contrary to
the intention of the legislature. It is only when a provision is silent as
regards some procedural aspect that the inherent power can come
to the aid of the parties. One must be careful in ascertaining when
there is an unintentional silence and when there exists a deliberate
omission.
101. Moreover, this Court in Prakash H. Jain (supra) has already
unequivocally stated that there cannot be any inherent power to
extend the period of limitation prescribed for the filing of any appeal
or application.
102. One could argue that it is the same inherent power which is exercised
by a quasi-judicial body or tribunal when it applies the principles
underlying Section 14 of the Act, 1963. However, as we have already
explained, the principles underlying Sections 5 and 14 of the Act,
1963, could not be said to be on the same footing.
103. With respect to the issue with which we are concerned, we have
already established that when the legislature has intended for a
quasi-judicial body or a tribunal to apply the provisions of the Act,
1963, more particularly, confer the power of ‘extension of time’, they
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have indicated the same in some way or the other, in an express
manner. Regulation 44 cannot be resorted to in order to confer a
power upon the CLB which the legislature in their wisdom did not
intend to confer.
104. To buttress this line of reasoning further, let us look at Regulations
25 and 43 of the CLB Regulations respectively:
“25. Hearing of petition – The Bench may, if sufficient
cause is shown at any stage of the proceeding grant time
to the parties or any of them and adjourn the hearing of
the petition or the application. The Bench may make such
order as it thinks fit with respect to the costs occasioned
by such adjournment.
-xxx-
43. Enlargement of time – Where any period is fixed
by or under these regulations or granted by a Bench,
for the doing of any act, or filing of any documents or
representation, the Bench, may, in its discretion, from time
to time, enlarge such period, even though the period fixed
by or under these regulations or granted by the Bench
may have expired.”
105. Regulation 25 deals with the discretion given to the CLB to grant
additional time on an altogether different aspect. It deals with granting
time, upon showing that sufficient cause existed, for the ‘adjournment’ of
a hearing of the petition or application, as the case may be. One must
not conflate this with the power to enlarge or extend time for the filing
of the petition or application itself with is dealt with by the Act, 2013.
106. This is precisely why Regulation 43 which deals with the enlargement
of time has also carefully used the words “Where any period is fixed
by or under these regulations or granted by a Bench…”. This makes
it clearly evident that the discretion to enlarge time which is dealt
with under the CLB Regulations pertain to those aspects which
are dealt with under the CLB Regulations only or those otherwise
granted by the Bench. They have no relation whatsoever with the
prescribed period of limitation which governs the filing of the appeal
or application under the Act, 2013 or its extension.
107. This discussion again goes to substantiate the view that, when the
question is as regards the “extension of time” in the filing of an
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appeal or application itself, before a quasi-judicial body, we must be
careful to not overread between the silences and instead, must look
at whether there is any express indication to that effect. Whenever
and wherever the legislature deemed it fit, it has granted either a
limited or an unlimited power to extend time.

d. How Section 58(3) of the Act, 2013 which is a simpliciter
provision prescribing a limitation period, must be construed.
108. Section 58 of the Act, 2013 under which provision the respondent
herein filed an appeal before the CLB, is reproduced as thus:
“58. Refusal of registration and appeal against refusal.—
(1) If a private company limited by shares refuses, whether
in pursuance of any power of the company under its articles
or otherwise, to register the transfer of, or the transmission
by operation of law of the right to, any securities or interest
of a member in the company, it shall within a period of thirty
days from the date on which the instrument of transfer, or
the intimation of such transmission, as the case may be,
was delivered to the company, send notice of the refusal
to the transfer or and the transferee or to the person giving
intimation of such transmission, as the case may be, giving
reasons for such refusal.
(2) Without prejudice to sub-section (1), the securities or
other interest of any member in a public company shall
be freely transferable:
Provided that any contract or arrangement between two
or more persons in respect of transfer of securities shall
be enforceable as a contract.
(3) The transferee may appeal to the Tribunal against
the refusal within a period of thirty days from the date of
receipt of the notice or in case no notice has been sent
by the company, within a period of sixty days from the
date on which the instrument of transfer or the intimation
of transmission, as the case may be, was delivered to
the company.
(4) If a public company without sufficient cause refuses to
register the transfer of securities within a period of thirty
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days from the date on which the instrument of transfer
or the intimation of transmission, as the case may be, is
delivered to the company, the transferee may, within a
period of sixty days of such refusal or where no intimation
has been received from the company, within ninety days
of the delivery of the instrument of transfer or intimation
of transmission, appeal to the Tribunal.
(5) The Tribunal, while dealing with an appeal made under
sub-section (3) or sub-section (4), may, after hearing the
parties, either dismiss the appeal, or by order—
(a) direct that the transfer or transmission shall be
registered by the company and the company shall
comply with such order within a period of ten days
of the receipt of the order; or (b) direct rectification
of the register and also direct the company to pay
damages, if any, sustained by any party aggrieved.
(6) If a person contravenes the order of the Tribunal under
this section, he shall be punishable with imprisonment for
a term which shall not be less than one year but which
may extend to three years and with fine which shall not
be less than one lakh rupees but which may extend to
five lakh rupees.”
109. Section 58(1) of the 2013 Act deals with a scenario wherein, a
private company limited by shares, refuses to register the transfer
or the transmission of the right to any securities or the interest of
a member in the company, in favour of the transferee. This refusal
may be in pursuance of any power of the company under its articles
or otherwise. Such a refusal by the company must be made within
a period of thirty days from the date on which the instrument of
transfer or the intimation of such transmission, was delivered to the
company. This refusal must be in the form of a reasoned notice,
made either to the transferor and the transferee, or to the person
giving intimation of the transmission to the company.
110. Section 58(3) is of particular significance to the present matter. It
discusses the mechanism which must be adopted or the further course
of action available to a transferee who is aggrieved by the decision
of private company refusing to register the transfer or transmission
of shares. According to Section 58(3), the transferee has to prefer
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an appeal before the NCLT (or the CLB during the period between
12.09.2013 and 01.06.2016) against the refusal of the company,
within a period of thirty days from the date of receipt of the notice of
refusal. In case no notice of refusal has been sent by the company,
then the transferee has to prefer an appeal within a period of sixty
days from the date on which the instrument of transfer or intimation
of transmission was delivered to the company.
111. The entire question of how a particular provision of a special statute
must be construed, for the purposes of limitation, directly arises
as a consequence of the savings provision in the Act, 1963, which
reads thus:
“29. Savings. – […] (2) Where any special or local law
prescribes for any suit, appeal or application a period
of limitation different from the period prescribed by the
Schedule, the provisions of section 3 shall apply as if
such period were the period prescribed by the Schedule
and for the purpose of determining any period of limitation
prescribed for any suit, appeal or application by any special
or local law, the provisions contained in sections 4 to 24
(inclusive) shall apply only in so far as, and to the extent
to which, they are not expressly excluded by such special
or local law.”
112. Section 29(2) states that, if any special or local law prescribes a
certain period of limitation for any suit, appeal or application, as the
case may be, which is different from that of the Schedule to the Act,
1963, then it is that period of limitation under the special or local law
which must be looked into and not those periods which are prescribed
under the Schedule to the Act, 1963. Through a deeming fiction, the
period prescribed under that special or local law is considered to be
that which is prescribed under the Schedule to the Act, 1963 for the
purpose of application of Section 3 of the Act, 1963.
113. Moving further, apart from ascertaining what would be the prescribed
period of limitation, more often than not, the question is also whether
Section(s) 4 to 24 (both inclusive) of the Act, 1963 could be made
applicable to that specific provision in the special or local law. For
this purpose, one must examine whether the special or local law
expressly excludes the application of Sections 4 to 24 of the Act,
1963.
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114. For example, take Section 34(3) of the Arbitration and Conciliation
Act, 1996 with which this Court in Consolidated Engineering (supra)
was concerned with. Ms. Arora has also laid particular emphasis
on Section 34(3) of the Arbitration and Conciliation Act, 1996 to
drive home her submission that there is no indication under Section
58(3) of the Act, 2013 which expressly excludes the application of
Section 5 of the Act, 1963. Therefore, we deem it fit to explain the
rationale underlying our reasoning using the same provision and it
is reproduced as follows:
“(3) An application for setting aside may not be made
after three months have elapsed from the date on which
the party making that application had received the arbitral
award or, if a request had been made under section 33,
from the date on which that request had been disposed
of by the arbitral tribunal:
Provided that if the Court is satisfied that the applicant was
prevented by sufficient cause from making the application
within the said period of three months it may entertain the
application within a further period of thirty days, but not
thereafter.”
(Emphasis supplied)

115. In the said provision, the prescribed period of limitation for filing an
application to set aside an arbitral award is three months. Therefore,
if looked at from the lens of Section 29(2) of the Act, 1963, it would
mean that instead of applying Article 137 of the Schedule to the
Act, 1963 which prescribes a three-year limitation period, one must
give priority to the period so specifically prescribed by the legislature
under the special act, which is three months.
116. The proviso to Section 34(3) then states that, upon sufficient cause
being shown, the application to set aside an arbitral award could be
entertained within a further period of thirty days but not thereafter.
In light of the language used, what then has to be determined is
whether any provision within Sections 4 to 24 of the Act, 1963 was
expressly excluded.
117. A reading of the proviso to Section 34(3) reveals that the application
of Section 5 of the Act, 1963 has been restricted or rather, curtailed to
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an outer-limit of thirty days by the use of the phrase “within a further
period of thirty days but not thereafter”. In other words, in Section
34(3) of the Arbitration and Conciliation Act, 1996, Section 5 of the
Act, 1963 which pertains to extension of time upon the showing of
sufficient cause, is only applicable to a limited extent and is confined
to that thirty-day additional period. The same was buttressed in the
decision of this Court in Simplex Infrastructure Limited v. Union
of India reported in (2019) 2 SCC 455.
118. However, insofar as Section 14 of the Act, 1963 was concerned,
this Court in Consolidated Engineering (supra) held that it has
not been expressly excluded by Section 34(3) of the Arbitration and
Conciliation Act, 1996 and could apply to its fullest extent i.e., even
without any outer-limit.
119. What the aforesaid example indicates is that the question of whether
a certain provision in a special or a local law expressly excludes the
provisions of Section 4 to 24 of the Act, 1963 arises only in pursuance
of the savings provision under Section 29(2) of the Act, 1963. As
a natural corollary, if Section 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.
120. This Court in Ganesan (supra) has unequivocally held that Section
29(2) of the Act, 1963 only relates to those provisions in the special
or local law which deal with suits, applications or appeals, which are
to be filed before a ‘court’. Therefore, when a special or a local law
deals with the filing of a suit, application or appeal, as the case may
be, before quasi-judicial bodies or tribunals, the savings provision
in Section 29(2) of the Act, 1963 does not have any relevance. The
relevant observations are reproduced hereinbelow:
“60.1.The applicability of Section 29(2) of the Limitation
Act is with regard to different limitations prescribed for
any suit, appeal or application when to be filed in a
court.
60.2.Section 29(2) cannot be pressed in service with
regard to filing of suits, appeals and applications before the
statutory authorities and tribunals provided in a special or
local law. The Commissioner while hearing of the appeal
under Section 69 of the 1959 Act is not entitled to condone
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the delay in filing appeal, since, provision of Section 5 shall
not be attracted by strength of Section 29(2) of the Act.”
(Emphasis supplied)

121. M.P. Steel (supra) had also indicated that which was subsequently
laid down in Ganesan (supra) and stated that the special or local law
referred to in Section 29(2) of the Act, 1963 must concern itself with
a suit, application or appeal of the nature described in the Schedule
to the Act, 1963 i.e., those that are filed before ‘courts’. Therefore,
Section 29(2) would not get attracted when the suit, application or
appeal referred to in the special law relates to those which are made
before quasi-judicial bodies. The relevant observations are thus:
“33. […] A bare reading of this section would show that the
special or local law described therein should prescribe for
any suit, appeal or application a period of limitation different
from the period prescribed by the Schedule. This would
necessarily mean that such special or local law would
have to lay down that the suit, appeal or application to be
instituted under it should be a suit, appeal or application
of the nature described in the Schedule. We have already
held that such suits, appeals or applications as are referred
to in the Schedule are only to courts and not to quasi-
judicial bodies or tribunals. It is clear, therefore, that only
when a suit, appeal or application of the description in the
Schedule is to be filed in a court under a special or local
law that the provision gets attracted.[…]”
(Emphasis supplied)

122. In the example which we had discussed, the provision in the special
law i.e., Section 34(3) of the Arbitration and Conciliation Act, 1996,
was one which dealt with an application to be made before a ‘court’.
It fell within the scope of Section 29(2) of the Act, 1963 and therefore,
one could indulge with the aspect of express exclusion with respect
to Section 34(3) of the Arbitration and Conciliation Act, 1996.
123. In the present case, we need not undertake any exhaustive
examination as to whether Section 58(3) of the Act, 2013 expressly
excludes the application of Section 5 of the Act, 1963 because of the
non-application of Section 29(2) of the Act, 1963. The non-application
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of Section 29(2) of the Act, 1963 is in turn owing to Section 58(3) of
the Act, 2013 being concerned with an appeal which is to be made
before a quasi-judicial body and not before a ‘court’.
124. The general rule as regards any appeal or application filed before
a ‘court’ is that the provisions of the Act, 1963 would apply, unless
indicated otherwise. This is precisely why one enters into the debate
of “express exclusion”. However, the reverse is the general rule
insofar as quasi-judicial bodies or tribunals are concerned i.e., that the
provisions of the Act, 1963 do not apply, unless indicated otherwise.
Therefore, the focus would shift to whether there is any “express
inclusion” rather than an “express exclusion”. An exception to this
shift in focus, or in other words, a reason why one would still look at
whether sections 4 to 24 of the Act, 1963 is “expressly excluded” is
when the argument that the principles underlying certain provisions
of the Act, 1963, like Section 6 or 14 must be made applicable to
quasi-judicial bodies, succeeds or is being considered. This was the
situation in Parson Tools (supra) and M.P. Steel (supra). However,
we have assigned elaborate reasons as to why we are not inclined
to apply the principles underlying Section 5 of the Act, 1963 to quasi-
judicial bodies or tribunals. Therefore, there arises no occasion for
us to explore this aspect of express exclusion.
125. In light of the aforesaid, we find no merit in the submission put forth
by Ms. Arora that even before the coming into force of Section 433
of the Act, 2013, there was no express exclusion of the provisions of
the Act, 1963 and therefore, the CLB could be said to have the power
under Section 5 of the Act, 1963 to condone the delay in preferring
the appeal under Section 58(3) of the Act, 2013. The absence of
express exclusion, by itself, cannot be said to have conferred the
CLB with the power to condone delay.
126. Having said the above, the next question which arises is regarding
how the simpliciter limitation period prescribed under Section 58(3)
of the Act, 2013, must be construed? To answer this, we find it
apposite to bring forth certain observations made by this Court in
Fairgrowth Investments Ltd v. Custodian reported in (2004) 11
SCC 472. The relevant observations are thus:
“9.We are of the view that the provision prescribing a time-
limit for filing a petition for objection under Section 4(2) of
the Act is mandatory in the sense that the period prescribed
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cannot be extended by the court under any inherent
jurisdiction of the Special Court. Prescribed periods for
initiating or taking steps in legal proceedings are intended
to be abided by, subject to any power expressly conferred
on the court to condone any delay. Thus the Limitation
Act, 1963 provides for different periods of limitation within
which suits, appeals and applications may be instituted
or filed or made as the case may be. It also provides for
exclusion of time from the prescribed periods in certain
cases, lays down bases for computing the period of
limitation prescribed and expressly provides for extension
of time under Section 5 in respect of certain proceedings.
If the periods prescribed were not mandatory, it was not
necessary to provide for exclusion or extension of time in
certain circumstances nor would the method of computation
of time have any meaning.
10.Section 4(2) of the Act plainly read simply requires a
person objecting to a notification issued under sub-section
(2) of Section 3 to file a petition raising such objections within
30 days of the issuance of such notification. The words
are unequivocal and unqualified and there is no scope for
reading in a power of court to dispense with the time-limit
on the basis of any principle of interpretation of statutory
provisions. InR. Rudraiahv.State of Karnataka[(1998) 3
SCC 23] it was contended on behalf of the appellants
that Section 48-A of the Karnataka Land Reforms Act,
1961 which provided for the making of an application
within a particular period should be construed liberally
in favour of tenants so that the period was to be read as
extendable. The submission was rejected on the ground
that the language of Section 48-A was unambiguous and
could not be interpreted differently only on the ground of
hardship to the tenants.
11.The mere fact that the Special Court may have been
imbued with the same status of a High Court would not
alter the situation. We are of the view that it was not
necessary for Section 4(2) of the Act to use additional
peremptory language such as “but not thereafter” or “shall”
to mandate that an objection had to be made within 30
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days. The mere use of the word “may” in Section 4(2) of
the Act does not indicate that the period prescribed under
the section is merely directory. The word “may” merely
enables or empowers the objector to file an objection. The
language in Section 4(2) of the Act may be compared with
Sections 4 and 6 of the Limitation Act, 1963. Section 4 of
the Limitation Act provides:
“4.Expiry of prescribed period when court is
closed.—Where the prescribed period for any suit,
appeal or application expires on a day when the
court is closed, the suit, appeal or applicationmaybe
instituted, preferred or made on the day when the
court reopens.”
Certain sub-sections of Section 6 of the Limitation Act also
provide for the period within which a minor or insane or
an idiotmayinstitute suits. It cannot be contended that the
word “may” in these sections indicates that the prescribed
periods were merely directory. This Court inMangu Ramv.
Municipal Corpn. of Delhi[(1976) 1 SCC 392 : 1976 SCC
(Cri) 10] described statutory provisions of periods of
limitation as “mandatory and compulsive” and also said:
(SCC p. 397, para 7)
“It is because a bar against entertainment of an
application beyond the period of limitation is created
by a special or local law that it becomes necessary
to invoke the aid of Section 5 (of the Limitation Act)
in order that the application may be entertained
despite such bar.”
12.If the power to condone delay were implicit in every
statutory provision providing for a period of limitation in
respect of proceedings before courts, Section 29(2) of the
Limitation Act, 1963 would be rendered redundant. We
will discuss the scope and applicability of Section 29(2)
in greater detail subsequently.”
(Emphasis supplied)

127. What we understand from the aforesaid observations in Fairgrowth
(supra), is that:
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i. First, the prescribed periods for the initiation or taking of any
steps in pursuance of legal proceedings, even insofar as the
traditional civil courts are concerned, are generally intended to be
abided by. If in case all prescribed periods were not mandatory
and only directory, then there would have been no necessity
to provide for the exclusion or the extension of time under
the Act, 1963 under certain circumstances and the method of
computation of time would also not have any meaning.
ii. Secondly, it is only after considering the mandatory nature of
the prescribed periods that the civil court is empowered under
Section 5 of the Act, 1963 to condone delay. If the said provision
were not present then even civil courts would not have had
the power to condone delay. Hence, any quasi-judicial body
or tribunal which otherwise does not fall within the ambit of
Section 5 of the Act, 1963 and which is also not specifically
empowered to condone delay, cannot extend time under the
notion that the prescribed period is only directory.
iii. Thirdly, when the provision, in a plain, unequivocal and
unqualified manner, states that something must be done within
a said period of time, there would be no scope to read in any
ancillary power to dispense with the said time-limit. The existence
of any additional pre-emptory language in the form of “but not
thereafter” or “shall” would not be necessary to convey the
mandate of the prescribed period.
iv. Lastly, the mere use of the word “may”, in all situations, would
not indicate that a period prescribed is merely directory. In a
lot of contexts, the word “may” has been used to indicate the
option available to a certain person to file an application, appeal
or objection. To put it simply, it could just signify that someone
would be enabled or empowered to do something.
128. Section 58(3) of the Act, 2013 uses the expression “The transferee
may appeal to the Tribunal”. As elucidated in Fairgrowth (supra),
we are also of the view that the use of this word does not directly
give rise to any inference that the limitation period prescribed therein
is only directory.
129. Therefore, the respondent herein must have preferred his appeal
under Section 58(3) of the Act, 2013 before the CLB, strictly within
the time-limit prescribed therein.
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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?
130. As indicated previously, Section 433 of the Act, 2013 was brought into
force w.e.f 01.06.2016 i.e., from the same date on which the NCLT
and the NCLAT respectively came to be constituted. In the phased
manner of implementation of the provisions of the Act, 2013, such a
decision to time the coming into force of Section 433 in a way that
coincides with the creation of the NCLT and NCLAT respectively,
was clear and conscious. This, by itself, is a good indication to steer
away from the retrospective application of Section 433 in favour of
the CLB.
131. Further, in the course of our initial discussion on whether the provisions
of the Act, 1963 could, per say, be said to apply to quasi-judicial
bodies, we had also indicated that the jurisprudence surrounding the
application of the Act, 1963 is body/institution specific. In other words,
the first step in approaching all such matters is to see whether the
concerned body could be said to be a ‘civil court’ or not. If answered
in the negative, then the endeavour is to figure out whether that body
has been specifically empowered to apply the provisions of the Act,
1963. The general rule insofar as quasi-judicial bodies or tribunals
are concerned, is that the provisions of the Act, 1963 do not apply
unless indicated otherwise. Therefore, “express inclusion” as we had
indicated earlier, must be present.
132. It is in this background that we are of the view that Section 433 which
empowers the NCLT and the NCLAT respectively to apply the provisions
of the Act, 1963, as far as may be, to proceedings and appeals before
itself, cannot be borrowed to signify the existence of a similar power
with respect to the CLB. Although much of what the CLB was doing
earlier is being done by the NCLT presently, both are different bodies,
created at different times and endowed with different powers.
133. We had also contemplated on whether the period between 12.09.2013
and 01.06.2016 should be treated differently and whether the powers
exercised by the NCLT by virtue of Section 433 of the Act, 2013
must be extended to the CLB during this specific window of time.
However, the scheme of the Act, 2013 and the manner in which it was
implemented leaves no room for such an interpretation. It was fairly
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clear that it was the CLB which would function as the adjudicating
authority in respect of several matters during this period until the
NCLT was created and there remained no confusion on whether the
CLB’s powers had been enhanced in any manner or not.
134. In B.K. Educational Services Private Limited v. Parag Gupta
and Associates reported in (2019) 11 SCC 633, the question
admittedly related to the retrospective application of Section 238-A
of the IBC, 2016 which provision was pari materia to Section 433
of the Act, 2013. However, the background in which it was raised
was altogether different.
135. The issue in B.K. Educational Services (supra) was whether Section
238-A of the IBC, 2016 (pari materia to Section 433 of the Act, 2013)
which was inserted through the Amendment Act of 2018 with effect
from 06.06.2018 could be said to have retrospective application from
the date of commencement of the IBC, 2016 i.e. from 01.12.2016.
In examining the reason behind the introduction of Section 238-A, it
was culled out that the legislature had always intended for the Act,
1963 and the rules of limitation to apply to the IBC, 2016, especially
with respect to the applications filed under Sections 7 and 9 of the
IBC, 2016 respectively. In other words, the issue therein related to
the retrospective application of the provision of an amending Act
which was clarificatory in nature.
136. It is also of note that in B.K. Educational Services (supra), in
the period between 01.12.2016 and 06.06.2018 i.e., the period for
which retrospective application was sought, it was still the NCLT that
was hearing applications under Sections 7 and 9 of the IBC, 2016
respectively. To put it simply, it was not a case wherein a different
body was adjudicating the applications filed under Sections 7 and
9 respectively during 06.06.2018 and 01.12.2016. The issue was
simple – when the NCLT was explicitly empowered to apply the
provisions of the Act, 1963 on and after 06.06.2018 by way of Section
238-A of the IBC, 2016, could it be said that the NCLT also would
have been empowered to apply the Act, 1963 before 06.06.2018?.
This was what was answered in the affirmative.
137. Moreover, one another significant aspect in B.K. Educational
Services (supra) was that, as on 01.06.2016, the NCLT was already
empowered under Section 433 of the Act, 2013 to apply the provisions
of the Act, 1963. This power of the NCLT was said to apply even
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when the NCLT decided applications under Sections 7 and 9 of the
IBC, 2016 respectively. The same is evident from the observation
in B.K. Educational Services (supra) that – “Given the fact that
the “procedure” that would apply to NCLT would be the procedure
contained inter alia in the Limitation Act, it is clear that NCLT would
have to decide applications made to it under the Code in the same
manner as it exercises its other jurisdiction under the Companies Act.“
138. In light of all these differences, any reliance on B.K. Educational
Services (supra) to further the argument that Section 433 of the Act,
2013 must be applied to the CLB, would be unfounded.
139. This issue may be viewed at from one another angle. It is no more
res integra that limitation being a procedural law, a change in law in
that regard applies retrospectively. However, this general principle
has certain exceptions – (a) the new law of limitation providing for
a longer period cannot revive a dead remedy and, (b) the new law
of limitation cannot suddenly extinguish a vested right of action by
providing for a shorter period of limitation.
140. Some pertinent observations in this regard was made by the decision
of this Court in Thirumalai Chemicals Limited v. Union of India and
Others reported in (2011) 6 SCC 739 and the same is reproduced
as follows:
“Law of limitation
29.Law of limitation is generally regarded as procedural
and its object is not to create any right but to prescribe
periods within which legal proceedings be instituted for
enforcement of rights which exist under substantive law.
On expiry of the period of limitation, the right to sue comes
to an end and if a particular right of action had become
time-barred under the earlier statute of limitation the right
is not revived by the provision of the latest statute. Statutes
of limitation are thus retrospective insofar as they apply
to all legal proceedings brought after their operation for
enforcing cause of action accrued earlier, but they are
prospective in the sense that they neither have the effect
of reviving the right of action which is already barred on
the date of their coming into operation, nor do they have
the effect of extinguishing a right of action subsisting on
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that date. Bennion onStatutory Interpretation, 5th Edn.
(2008), p. 321 while dealing with retrospective operation
of procedural provisions has stated that provisions laying
down limitation periods fall into a special category and
opined that although prima facie procedural, they are
capable of effectively depriving persons of accrued rights
and therefore they need be approached with caution.
-xxx-
32.Limitation provisions therefore can be procedural in the
context of one set of facts but substantive in the context of
different set of facts because rights can accrue to both the
parties. In such a situation, test is to see whether the statute,
if applied retrospectively to a particular type of case, would
impair existing rights and obligations. An accrued right to
plead a time bar, which is acquired after the lapse of the
statutory period, is nevertheless a right, even though it arises
under an Act which is procedural and a right which is not
to be taken away pleading retrospective operation unless a
contrary intention is discernible from the statute. Therefore,
unless the language clearly manifests in express terms
or by necessary implication, a contrary intention a statute
divesting vested rights is to be construed as prospective.”
(Emphasis supplied)

141. What is therefore evident is that, if the retrospective application
of a procedural law, including that of limitation, affects or divests
vested rights, the general rule that procedural law must be given
retrospective effect, could be deviated from. In such cases, giving
prospective effect may be favoured even if the matter pertains to
limitation. However, if no such vested right could be said to exist,
then giving retrospective effect is the way to go.
142. In Thirumalai Chemicals (supra), the cause of action arose when
the Foreign Exchange Regulation Act, 1973 (hereinafter, the “FERA”)
was in force, but the impugned orders were issued when the Foreign
Exchange Management Act, 1999 (hereinafter, the “FEMA”) was in
force. The difference in the two regimes insofar as the limitation period
for filing an appeal was concerned was that, in the former regime,
the prescribed period of limitation was 45 days and delay could be
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condoned upon sufficient cause being shown for an additional period
of 90 days. In the latter regime, the prescribed period of limitation was
45 days and delay could be condoned upon sufficient cause being
shown without any outer-limit. The appeal therein was admittedly
belated. The issue related to whether the power to condone delay
under the old regime or the new regime must be looked at.
143. In Thirumalai Chemicals (supra), this Court applied the provisions
of the new regime based on the general principle that matters of
procedure, including limitation, are to be given retrospective effect.
Moreover, since the impugned orders were issued when the new
regime was already in force, there was no vested right which accrued
to the opposite party to plead any time bar in filing the appeal based
on the old regime. In other words, the opposite party did not have
any vested right to claim that delay could not be condoned beyond
a period of 90 days as laid out in the old regime.
144. The facts and circumstances of the present case are slightly different
from that in Thirumalai Chemicals (supra). As aforementioned, the
newer law of limitation which is applicable to the matter cannot revive
a dead remedy. In the facts of our case, the appellant company issued
its notice refusing to register the transmission of shares on 30.04.2013
i.e., during a time when the regime under the Erstwhile Act was in
vogue. More specifically, it was Section 111(2) r/w Section 111(3)
of the Erstwhile Act which governed the field. According to those
provisions, the respondent herein must have preferred an appeal
before the CLB within a period of two months from the date of the
notice of refusal i.e., before 30.06.2013. It is not in dispute that the
respondent failed to file such an appeal before 30.06.2013. There
existed no power to condone delay with the CLB during this period.
Therefore, the remedy under Section 111(2) r/w Section 111(3) of the
Erstwhile Act was already dead, much before the coming into force
of Section 58 of the Act, 2013 on 12.09.2013 let alone the coming
into force of Section 433 of the Act, 2013 on 01.06.2016.
145. Hence, in such a scenario, it would not be permissible for one to say
that the power to condone delay which has been given to the NCLT
beginning from 01.06.2016 must enure to the benefit of an appeal
which had become time-barred much before the commencement of
the Act, 2013. If such an argument is accepted then it would have
the consequence of affecting vested rights.
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146. In light of the aforesaid, we do not wish to engage in any further
discussion on whether the change in law due to the coming into force
of Section 433 of the Act, 2013 had any bearing on the present case.
147. Before we conclude, we deem it appropriate to discuss certain
decisions of this Court and of the Calcutta High Court, upon which
the impugned decision had placed considerable reliance.
148. First, is the decision of a three-judge bench of this Court in Canara
Bank (supra) which dealt with whether the CLB could be considered
to be a ‘civil court’ for the purposes of Section 9-A of the Special
Court (Trial of Offences Relating to Transactions in Securities) Act,
1992 (hereinafter, the “Act, 1992”). Interestingly, this question was
also raised in the background of Section 111(2) r/w Section 111(3)
of the Erstwhile Act (now Section 58(3) of the Act, 2013). Therein,
if the CLB was to be considered a ‘civil court’ for the purposes of
Section 9-A of the Act, 1992, then its jurisdiction vis-à-vis a suit,
claim or other legal proceeding that overlapped with those under
the purview of the Special Court, would be affected. In other words,
those matters could be transferred from the CLB to the Special Court.
149. Keeping in view the object of the Act, 1992, this Court thought it
appropriate to attribute a wider meaning to the word ‘civil court’
used in Section 9-A to encompass not only the traditional courts of
civil judicature but all bodies, both courts and tribunals, which act
judicially to deal with matters and claims. This interpretation was
tailored in light of the mischief which was sought to be curtailed and
the remedy sought to be advanced by the Act, 1992.
150. Therefore, the decision in Canara Bank (supra) was very specific
to the Act, 1992 and was given in the context of the peculiar legal
issue involved therein i.e., transfer of proceedings from the CLB
to the Special Court. This decision cannot come to the aid of the
respondents for the proposition that the CLB must also be considered
to be a ‘court’ for the purposes of the Act, 1963 and more specifically,
for the purpose of condonation of delay/extension of time.
151. Secondly, the impugned decision has also placed considerable
reliance on the Division Bench decision of the Calcutta High Court in
Nupur Mitra (supra). Therein, the CLB was faced with an application
under Section 111(4) of the Erstwhile Act for the rectification of the
register (corresponding to Section 59 of the Act, 2013) and was not
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dealing with an appeal against the refusal to register the transfer
or transmission of shares under Section 111(2) r/w Section 111(3)
of the Erstwhile Act (corresponding to Section 58 of the Act, 2013).
152. This difference is crucial because under Section 111(4) of the Erstwhile
Act and Section 59 of the Act, 2013, there is no period of limitation
which has been prescribed by the legislature. In other words, the
making of an application for the rectification of register under both
the Erstwhile Act and the Act, 2013 is not bound by a specific time-
limit. On the other hand, under Section 111(2) r/w Section 111(3)
of the Erstwhile Act and Section 58(3) of the 2013, Act, there is a
specific period within which an appeal against the refusal to register
the transfer or transmission of shares has to be filed before the CLB
or the NCLT.
153. We are not concerned with an appeal made under Section 59 of the
Act, 2013 for the rectification of the register which has no prescribed
period of limitation. Rather our focus is on Section 58 of the Act,
2013 under which the legislature has specified a particular time
period within which an appeal must be preferred. Therefore, on this
aspect alone, we are of the view that the observations of the Calcutta
High Court in Nupur Mitra (supra) as regards limitation are of no
relevance to the present matter.
154. Even otherwise, the decision in Nupur Mitra (supra) did not
conclusively hold that the Act, 1963 would apply to an application for
the rectification of register under Section 111(4) of the Erstwhile Act. It
was stated that – “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.” This was also observed in light of the fact that, irrespective
of whether the Act, 1963 applied or not, the conclusion was that
the application under Section 111(4) therein was not time-barred.
Therefore, we are not persuaded by the respondent’s reliance on
the observations made in Nupur Mitra (supra).
155. It was under such circumstances that this Court in Basubani Private
Ltd. and Anr v. Nupur Mitra and Ors. (Civil Appeal Nos. 5063-
5064 of 1999) considered it appropriate to not interfere with the
observations made in Nupur Mitra (supra).
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156. Lastly, considerable reliance was also placed on the decision of
a Single Judge of the Calcutta High Court in Mackintosh (supra)
wherein it was stated that although Section 58(4) of the Act, 2013
prescribes a certain time-limit within which an appeal must be filed, yet
nothing could be said to prevent the CLB from receiving the appeal
thereunder beyond the stipulated period. The reasoning underlying
the said conclusion was two-fold – (a) it is judicially recognised that
the principles contained in the Act, 1963 would be applicable to the
matters before the CLB and, (b) the provision does not explicitly
prohibit the receipt of an appeal thereunder after the expiry of the
time-limit indicated therein. Insofar as the aforesaid two-pronged
reasoning is concerned, we have already explained as to how the
principles underlying Section 5 of the Act, 1963 stand on a different
footing and also that the use of any additional pre-emptory language
should not always be a requirement to read the prescribed period
of limitation as mandatory. Therefore, we are unable to agree with
the views expressed in Mackintosh (supra).
157. The decision in Mackintosh (supra) was challenged by way of an
SLP before this Court in Mackintosh Burn Ltd. v. Sarkar and
Chowdhury Enterprises Private Limited reported in (2018) 5 SCC
575. However, the main issue canvassed was whether the High Court
must have decided the other questions of law which was raised in
the statutory appeal, apart from the question of limitation. This Court
answering in the affirmative stated that the High Court must have
considered all the grounds taken by the appellant justifying their refusal
to register the shares in favour of the respondent and not restricted
itself to the sole question of whether the CLB could have received
the appeal under Section 58(4) beyond the prescribed period therein.
By observing so, this Court had answered certain other questions of
law and remanded the matter to the NCLT for a decision on merits.
158. While remanding the matter, this Court did not explicitly express
any agreement with the position as regards the power of the CLB
to condone delay taken in Mackintosh (supra).
159. Ms. Nariman had also made certain submissions on the question
whether the proceedings under Section 58(3) of the Act, 2013 are
original proceedings in the nature of a suit or not, particularly because
neither Section 5 of the Act, 1963 nor its principles could apply to
proceedings which are of an original nature. However, having already
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reached the conclusion that neither Section 5 of the Act, 1963 nor
its underlying principles could be said to be applicable to an appeal
filed before the CLB under Section 58(3) of the Act, 2013 owing to it
being a quasi-judicial body which has not been empowered to extend
time or condone delay, there arises no need for us to address this
additional submission.

G. CONCLUSION
160. A conspectus of the legal and factual discussion on the power of
the CLB to extend time or condone delay under Section 58(3) of
the Act, 2013 is as follows:
i. The appeal under Section 58(3) of the Act, 2013 preferred by
the respondent herein was filed during the period between
12.09.2013 and 01.06.2016. Therefore, although the appeal
was made under the new provision of the Act, 2013, yet the
body/forum before which it was made i.e., the CLB, was one
constituted under the provisions of the Erstwhile Act. According
to Section 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. In multiple decisions of this Court, notable and significant
emphasis has been placed on which institution/body is seeking
to employ the provisions of the Act, 1963 or exercise the powers
conferred under the Act, 1963.
iii. The provisions of the Act, 1963 (provisions that lay down a
prescribed period of limitation as well as Sections 4 to 24 of the
Act, 1963 respectively) 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.
iv. In Officer on Special Duty (supra), Prakash H. Jain (supra) and
Om Prakash (supra) respectively, this Court has unequivocally
held that the power to extend time under Section 5 of the Act,
1963 cannot be resorted to by statutory authorities, quasi-judicial
bodies or tribunals, unless expressly indicated. It has been
clarified that when such authorities or bodies are deemed to be
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a court for certain limited or specified purposes, such a legal
fiction must not be extended beyond the purpose for which the
fiction was created so as to confer powers under Section 5 of
the Act, 1963 as well.
v. In Parson Tools (supra) and M.P. Steel (supra) respectively,
this Court has developed a body of jurisprudence indicating that
the principles underlying Section 14 of the Act, 1963 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 a vital
distinction between the principles underlying Sections 5 and
14 respectively.
vi. The differences between the principles underlying Sections 5
and 14 of the Act, 1963 respectively are as follows - First, one
pertains to the exercise of a discretionary power vested in the
courts and the other is a mandatory provision independent of
any exercise of discretion; Secondly, one refers to “sufficient
cause” which term by itself is subject to a good amount of
elasticity and the other has delineated well-defined conditions
which must be met; and Lastly, one deals with the extension
of time while the other is concerned with the exclusion of time.
vii. The principles underlying Sections 5 and 14 of the Act, 1963
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.
viii. The mechanism envisaged under Section 5 is proximally
bound and tethered to the discretion with which a civil court is
empowered and that under Section 14 is anchored on restoring
the right of a litigant to institute an appeal or application, as the
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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.
ix. Moreover, the principles underlying Sections 5 and 14 of the
Act, 1963 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 Act, 1963 through a separate provision to the
special law as a whole (akin to Section 433 of the 2013, Act).
x. Therefore, the decision of this Court in M.P. Steel (supra)
would not apply analogously to a situation when the principles
underlying Section 5 of the Act, 1963 are sought to be applied
by quasi-judicial bodies which aren’t empowered in that regard.
xi. Regulation 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.
xii. In Ganesan (supra), it has been settled that the savings provision
in the Act, 1963 i.e., Section 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. The question whether a certain provision in a special or
a local law expressly excludes the provisions of Sections 4 to
24 of the Act, 1963 respectively arises only in pursuance of
the savings provision under Section 29(2) of the Act, 1963. As
a natural corollary, if Section 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.
xiii. An exception to the aforesaid, i.e., a reason why one would still
look at whether Sections 4 to 24 of the Act, 1963 respectively
are “expressly excluded” irrespective of the application of
Section 29(2) of the Act, 1963, is when the argument that the
principles underlying those provisions of the Act, 1963, must
be applied, is being explored.
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xiv. Presently, we are dealing with an appeal under Section 58(3) of
the Act, 2013 preferred before the CLB – a quasi-judicial body.
We have also answered in the negative on the submission
that the principles underlying Section 5 of the Act, 1963 must
be applied. Section 29(2) of the Act, 1963 is, therefore, of no
relevance and there arises no occasion to examine whether
Section 58(3) of the Act, 2013 “expressly excludes” the
application of Section 5 of the Act, 1963.
xv. The simpliciter limitation period prescribed under Section 58(3)
of the Act, 2013 must not be read to be merely directory. The
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.
xvi. Section 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 Section 58(3) of the Act, 2013, let alone the coming
into force of Section 433 of the Act, 2013. Hence, the change
in law cannot enure to the benefit of the present respondent.
161. In the overall view of the matter, we have reached the conclusion that
the High Court could be said to have committed an error in dismissing
the statutory appeal filed under Section 10F of the Erstwhile Act
and thereby, affirming the order of the CLB condoning the delay of
249 days in filing the appeal under Section 58(3) of the Act, 2013.
162. In the result, this appeal succeeds and is hereby, allowed. The
impugned judgement and order of the High Court is set-aside.
163. Pending applications, if any, shall also stand disposed of.

Result of the case: Appeal allowed.

†
Headnotes prepared by: Nidhi Jain