Holding

An appeal under the IBC must be filed within thirty days of the order’s pronouncement (extendable by fifteen days on sufficient cause), and the appellant must apply for and annex a certified copy of the order; failure to do so bars the appeal by limitation.

Summary

The appellant, V. Nagarajan, challenged an order of the National Company Law Tribunal (NCLT) dated 31 December 2019 that dismissed his application for interim relief in a liquidation proceeding. He filed an appeal before the National Company Law Appellate Tribunal (NCLAT) on 8 June 2020, relying on a free certified copy of the NCLT order that was uploaded on the tribunal’s website on 12 March 2020 and on a Supreme Court suo motu order extending limitation periods during the COVID‑19 lockdown. The NCLAT dismissed the appeal as barred by limitation, holding that the appellant had not filed a certified copy of the order as required by Rule 22(2) of the NCLAT Rules. The Supreme Court affirmed the dismissal, ruling that under the Insolvency and Bankruptcy Code (IBC) the limitation period for an appeal under Section 61(2) begins from the date of the order’s pronouncement, not from when a copy is made available, and that the appellant must apply for a certified copy; failure to do so excludes the time taken to obtain the copy from the limitation period and renders the appeal time‑barred. The Court also held that annexing a certified copy of the impugned order is mandatory under the IBC and NCLAT Rules.

Issues considered

The commencement date of the limitation period for filing an appeal under Section 61(2) of the Insolvency and Bankruptcy Code.
Whether the annexation of a certified copy of the impugned order is mandatory for an appeal to the NCLAT under the IBC.
Whether the Supreme Court’s suo motu order extending limitation periods during the COVID‑19 pandemic applies to the present appeal.

Legislation cited

Code of Civil Procedure, 1908s. 9
Companies Act, 2013s. 420(3), s. 421(3), s. 433
Insolvency and Bankruptcy Code, 2016s. 238, s. 238-A, s. 61(1), s. 61(2)
Limitation Act, 1963s. 12(2), s. 29(2)
National Company Law Appellate Tribunal Rules, 2016s. Rule 14, s. Rule 22, s. Rule 22(2)
National Company Law Tribunal Rules, 2016s. Rule 50

Subjects

Insolvency and Bankruptcy CodeLimitation periodAppeal under Section 61Certified copy requirementNCLATNCLTCompanies Act 2013Limitation Act 1963Procedural complianceCOVID‑19 pandemic

Judgment

736 [2021]REPORTS
SUPREME COURT 14 S.C.R. 736 [2021] 14 S.C.R.

A V NAGARAJAN
v.
SKS ISPAT AND POWER LTD.& ORS.
(Civil Appeal No. 3327 of 2020)
B OCTOBER 22, 2021
[DR. DHANANJAYA Y. CHANDRACHUD, VIKRAM NATH
AND B.V.NAGARATHNA, JJ.]
Insolvency and Bankruptcy Code, 2016 – ss.61(1), 238, 238-
C A – Limitation Act, 1963 – ss.12(2), 29(2) – Companies Act 2013 –
s.420(3) – National Company Law Tribunal Rules, 2016 – r.50 –
National Company Law Appellate Tribunal Rules – r.22 – NCLT
vide order dtd. 31.12.19 dismissed the appellant’s application in a
liquidation proceeding, seeking interim relief against invocation of
a bank guarantee by Respondent No.10 against the Corporate
D Debtor – Appellant filed appeal, dismissed by NCLAT as barred by
limitation – On appeal, held: Owing to the special nature of the
IBC, the aggrieved party is expected to exercise due diligence and
apply for a certified copy upon pronouncement of the order it seeks
to assail, in consonance with the requirements of r.22(2), NCLAT
E Rules – s.12(2), Limitation Act allows for an exclusion of the time
requisite for obtaining a copy of the decree or order appealed
against – It is not open to a person aggrieved by an order under
the IBC to await the receipt of a free certified copy u/s.420(3),
Companies Act, 2013 r/w r.50 of the NCLT and prevent limitation
from running – No effort made on the part of the appellant to secure
F a certified copy of the said order, relied on the date of the uploading
of the order (12.03.20) on the website – Period of limitation for
filing an appeal u/s.61(1) against the order of the NCLT dtd.
31.12.19, expired on 30.01.20 in view of the thirty-day period
prescribed u/s.61(2) – Any scope for a condonation of delay expired
on 14.02.20, in view of the outer limit of fifteen days prescribed
G
under the proviso to s.61(2) – NCLAT correctly dismissed the appeal
on limitation.
Insolvency and Bankruptcy Code, 2016 – s.61(1) – Limitation
period for filing an appeal against order of NCLT – Held: Litigant
has to file its appeal within thirty days, which can be extended up
H
736
V NAGARAJAN v. SKS ISPAT AND POWER LTD.& ORS. 737

to a period of fifteen days, and no more, upon showing sufficient A
cause – Court is not empowered to condone delays beyond statutory
prescriptions in special statutes containing a provision for limitation.
Insolvency and Bankruptcy Code, 2016 – s.61(2) – Companies
Act 2013 – s.420(3) – National Company Law Tribunal Rules, 2016
– r.50 – Held: s.420(3), Companies Act r/w r.50, NCLT Rules enables B
a party to compute limitation from the date of receipt of the statutorily
mandated free certified copy, without having to file its own
application – However, Sagufa Ahmed v. Upper Assam Plywood
Products Pvt Ltd clarified that the statutory mandate of a free copy
is not to enable litigants to take two bites at the apple where they
could compute limitation from either when the certified copy is C
received on the litigant’s application or received as a free copy
from the registry- whichever is later.
Insolvency and Bankruptcy Code, 2016 – National Company
Law Appellate Tribunal Rules – rr.14, 22 – Order passed under IBC
– Appeal to NCLAT – Annexation of certified copy, if mandatory – D
Held: r.22(2) of the NCLAT Rules mandates the certified copy being
annexed to an appeal, which continues to bind litigants under the
IBC – While it is true that the tribunals, and even Supreme Court,
may choose to exempt parties from compliance with this procedural
requirement in the interest of substantial justice, as re-iterated in E
r.14 of the NCLAT Rules, the discretionary waiver does not act as
an automatic exception where litigants make no efforts to pursue a
timely resolution of their grievance – Companies Act, 2013 – s.420(3).
Insolvency and Bankruptcy Code, 2016 – ss.61(1), (2) –
Companies Act 2013 – s.421(3) – Held: ss.61(1) and (2) of the IBC F
consciously omit the requirement of limitation being computed from
when the “order is made available to the aggrieved party”, in
contradistinction to s.421(3) of the Companies Act.
Code of Civil Procedure, 1908 – s.9 – Right to file suit and
the right to file appeal – Distinction between – Discussed – G
Insolvency and Bankruptcy Code, 2016 – ss.60, 61(1), (2), 62 and
63.
Insolvency and Bankruptcy Code, 2016 – s.61(2) – Limitation
Act, 1963 – s.12 – Held: s.12 provides guidance on reckoning the
period of limitation and excludes the time taken by a party for
H
738 SUPREME COURT REPORTS [2021] 14 S.C.R.

A obtaining a certified copy of the order it seeks to appeal – However,
the explanation clarifies that the time taken by the court in preparing
the order before an application for a copy is filed by the aggrieved
party, is not excluded from the computation of limitation.
National Company Law Appellate Tribunal Rules – rr.14, 22
B – Held: It may well be true that waivers on filing an appeal with a
certified copy are often granted for the purposes of judicial
determination, they do not confer an automatic right on an applicant
to dispense with compliance and render r.22(2), NCLAT Rules
nugatory.
C Words & Phrases – “from the date on which a copy of the
order of the Tribunal is made available to the person aggrieved” –
Absence of – Insolvency and Bankruptcy Code, 2016 – s.61(1) –
Companies Act 2013 – ss.420(3), 421(3) – Held: Difference between
s.421(3), Companies Act and s.61(2), IBC is in the absence of the
aforesaid words in the latter – Absence of these words cannot be
D construed as a mere omission which can be supplemented with a
right to a free copy u/s.420(3)r/w r.50 of the NCLT Rules for the
purposes of reckoning limitation.
Dismissing the appeal, the Court

E HELD: 1.1 The IBC is a complete code. It has an
overriding effect, as stated in Section 238. On the specific question
of limitation, Section 238-A of the IBC invokes the Limitation
Act to the extent it is applicable. The aforesaid sections of IBC
have to be read in juxtaposition with Section 29(2), of the
Limitation Act. The salient aspects of Section 29(2) of the
F Limitation Act are three fold- (i) prescription of a period of
limitation under any special law or local law may differ from the
period prescribed by the Schedule under the Limitation Act; (ii)
in such a case, the period of limitation prescribed under the
special or local law shall be deemed to be period prescribed for
G the purpose of Section 3 of the Limitation Act; and (iii) Section 3
of the Limitation Act shall apply accordingly. [Para 9][752-F;
753-E-F]
1.2 An appeal is a creature of statute, hence there is a
fundamental distinction between the right to file a suit and the
right to file an appeal. In terms of Section 9 of the Code of Civil
H
V NAGARAJAN v. SKS ISPAT AND POWER LTD.& ORS. 739

Procedure, 1908, there is an inherent right to bring a suit of a A
civil nature, unless the suit is barred by statute. On the other
hand, an appeal is a creature of statute and must have the clear
authority of law. The IBC envisages a comprehensive dispute
resolution process in Chapter VI. The NCLT is the empowered
‘Adjudicating Authority’ under Section 60 of the IBC with the
B
jurisdiction to entertain any proceeding in relation to insolvency
resolution or liquidation proceedings under the IBC. An appeal
lies against an order of the Adjudicating Authority to the Appellate
Authority, the NCLAT, under Section 61(1) of the IBC. An order
of the NCLAT is subject to an appeal on a question of law to the
Supreme Court under Section 62. The jurisdiction of civil courts C
has been explicitly ousted by Section 63 of the IBC. Section 61(2)
specifically provides for a limitation period of thirty days, which
can be extended by a maximum of fifteen days on the
demonstration of sufficient cause for the delay. Section 420 of
the Companies Act deals with the orders of the NCLT and creates
D
a right to receive a copy to every party under Section 420(3).
Section 421(3) of the Companies Act prescribes the period of
limitation for filing an appeal to the NCLAT and specifies that
the computation shall be made from the date when a copy is “made
available to the person aggrieved”. Rule 50 of the NCLT Rules
operationalises Section 421(3) of the Companies Act by mandating E
the Registry of the NCLT to share a free certified copy of the
order to the parties. [Paras 11, 13][754-A-D; 755-F-H; 756-G]
B K Educational Services (P) Ltd v. Parag Gupta and
Associates 2019 (11) SCC 633 : [2018] 12 SCR 794 –
relied on. F
1.3 In a field which is not covered by a special law which
invests the NCLT with jurisdiction, the general principle for the
computation of limitation for filing an appeal against an order of
the NCLT is governed by the statutory mandate of Section 420(3)
of the Companies Act read with Rule 50 of the NCLT Rules, G
which enables a party to compute limitation from the date of
receipt of the statutorily mandated free certified copy, without
having to file its own application. However, the decision of this
Court in Sagufa Ahmed clarifies that the statutory mandate of a

H
740 SUPREME COURT REPORTS [2021] 14 S.C.R.

A free copy is not to enable litigants to take two bites at the apple
where they could compute limitation from either when the
certified copy is received on the litigant’s application or received
as a free copy from the registry - whichever is later. [Para 14]
[758-B-D]
B Sagufa Ahmed v. Upper Assam Plywood Products Pvt
Ltd 2021 (2) SCC 317 : [2020] 9 JT 429 – relied on.
1.4 The IBC is a complete code in itself and over-rides any
inconsistencies that may arise in the application of other laws.
Section 61 of the IBC, begins with a non-obstante provision -
C “notwithstanding anything to the contrary contained under the
Companies Act, 2013” when prescribing the right of an aggrieved
party to file an appeal before the NCLAT along within the
stipulated period of limitation. The notable difference between
Section 421(3) of the Companies Act and Section 61(2) of the
IBC is in the absence of the words “from the date on which a
D copy of the order of the Tribunal is made available to the person
aggrieved” in the latter. The absence of these words cannot be
construed as a mere omission which can be supplemented with a
right to a free copy under Section 420(3) of the Companies Act
read with Rule 50 of the NCLT Rules for the purposes of
E reckoning limitation. This would ignore the context of the IBC’s
provisions and the purpose of the legislation. When timelines
are placed even on legal proceedings, reading in the requirement
of an “order being made available” under a general
enactment (Companies Act) would do violence to the special
provisions enacted under the IBC where timing is critical for the
F workability of the mechanism, health of the economy, recovery
rate of lenders and valuation of the corporate debtor. The IBC,
as a prescriptive mechanism, affecting rights of stakeholders who
are not necessarily parties to the proceedings, mandates diligence
on the part of applicants who are aggrieved by the outcome of
G their litigation. An appeal, if considered necessary and expedient
by an aggrieved party, is expected to be filed forthwith without
awaiting a free copy which may be received at an indefinite stage.
Hence, the omission of the words “from the date on which the
order is made available” for the purposes of computation of
limitation in Section 61(2) of the IBC, is a consistent signal of the
H
V NAGARAJAN v. SKS ISPAT AND POWER LTD.& ORS. 741

intention of the legislature to nudge the parties to be proactive A
and facilitate timely resolution. [Paras 15, 17][758-E-G;
761-F-H; 762-A-B]
1.5 On the question of a certified copy for filing an appeal
against an order passed by the NCLT under the IBC, Rule 22(2)
of the NCLAT Rules mandates that an appeal has to be filed with B
a certified copy of the ‘impugned order’. Therefore, it cannot be
said that the parties can automatically dispense with their
obligation to apply for and obtain a certified copy for filing an
appeal. Any delay in receipt of a certified copy, once an application
has been filed, have been envisaged by the legislature and duly
excluded to not cause any prejudice to a litigant’s right to appeal. C
Section 12 of the Limitation Act provides guidance on reckoning
the period of limitation and excludes the time taken by a party
for obtaining a certified copy of the order it seeks to appeal.
However, the explanation clarifies that the time taken by the court
in preparing the order before an application for a copy is filed by D
the aggrieved party, is not excluded from the computation of
limitation. The import of Section 12 of the Limitation Act and its
explanation is to assign the responsibility of applying for a certified
copy of the order on a party. A person wishing to file an appeal is
expected to file an application for a certified copy before the expiry
of the limitation period, upon which the “time requisite” for E
obtaining a copy is to be excluded. However, the time taken by
the court to prepare the decree or order before an application
for a copy is made cannot be excluded. If no application for a
certified copy has been made, no exclusion can ensue. In fact,
the explanation to the provision is a clear indicator of the legal F
position that the time which is taken by the court to prepare the
decree or order cannot be excluded before the application to
obtain a copy is made. It cannot be said that the right to receive
a free copy under Section 420(3) of the Companies Act obviated
the obligation on the appellant to seek a certified copy through
an application. The appellant has urged that Rule 14 of the NCLAT G
Rules empowers the NCLAT to exempt parties from compliance
with the requirement of any of the rules in the interests of
substantial justice, which has been typically exercised in favour
of allowing a downloaded copy in lieu of a certified copy. While it
H
742 SUPREME COURT REPORTS [2021] 14 S.C.R.

A may well be true that waivers on filing an appeal with a certified
copy are often granted for the purposes of judicial determination,
they do not confer an automatic right on an applicant to dispense
with compliance and render Rule 22(2) of the NCLAT Rules
nugatory. The act of filing an application for a certified copy is not
just a technical requirement for computation of limitation but also
B
an indication of the diligence of the aggrieved party in pursuing
the litigation in a timely fashion. [Paras 18, 19][762-B, E-F;
763-B-D; 764-A-B]
1.6 The appellant submitted that the suo motu order of this
Court dated 23 March 2020, taking retrospective effect from 15
C March 2020, made under Article 142 of the Constitution,
extended the limitation until further orders, which renders the
appeal filed on 8 June 2020 within limitation. This Court had only
extended the period of limitation applicable in the proceedings,
only in cases where such period had not ended before 15 March
D 2020. In this case, owing to the specific language of Section 61(1)
and 61(2), it is evident that limitation commenced once the order
was pronounced and the time taken by the Court to provide the
appellant with a certified copy would have been excluded, as
clarified in Section 12(2) of the Limitation Act, if the appellant
had applied for a certified copy within the prescribed period of
E limitation under Section 61(2) of the IBC. The construction of
the law does not import the absurdity the appellant alleges of an
impossible act of filing an appeal against an order which was
uploaded on 12 March 2020. However, the mandate of the law is
to impose an obligation on the appellant to apply for a certified
F copy once the order was pronounced by the NCLT on 31
December 2019, by virtue of Section 61(2) of the IBC read with
Rule 22(2) of the NCLAT Rules. The Court is not empowered to
condone delays beyond statutory prescriptions in special statutes
containing a provision for limitation. [Para 20][764-C-G;
765-A-B]
G
1.7 The answer to the two issues - (i) when will the clock
for calculating the limitation period run for proceedings under
the IBC; and (ii) is the annexation of a certified copy mandatory
for an appeal to the NCLAT against an order passed under the
IBC – must be based on a harmonious interpretation of the
H applicable legal regime, given that the IBC is a Code in itself and
V NAGARAJAN v. SKS ISPAT AND POWER LTD.& ORS. 743

has overriding effect. Sections 61(1) and (2) of the IBC A
consciously omit the requirement of limitation being computed
from when the “order is made available to the aggrieved party”,
in contradistinction to Section 421(3) of the Companies Act. Owing
to the special nature of the IBC, the aggrieved party is expected
to exercise due diligence and apply for a certified copy upon
B
pronouncement of the order it seeks to assail, in consonance
with the requirements of Rule 22(2) of the NCLAT Rules. Section
12(2) of the Limitation Act allows for an exclusion of the time
requisite for obtaining a copy of the decree or order appealed
against. It is not open to a person aggrieved by an order under
the IBC to await the receipt of a free certified copy under Section C
420(3) of the Companies Act 2013 read with Rule 50 of the NCLT
and prevent limitation from running. Accepting such a
construction will upset the timely framework of the IBC. The
litigant has to file its appeal within thirty days, which can be
extended up to a period of fifteen days, and no more, upon showing
D
sufficient cause. A sleight of interpretation of procedural rules
cannot be used to defeat the substantive objective of a legislation
that has an impact on the economic health of a nation. On the
second question, Rule 22(2) of the NCLAT Rules mandates the
certified copy being annexed to an appeal, which continues to
bind litigants under the IBC. While it is true that the tribunals, E
and even this Court, may choose to exempt parties from
compliance with this procedural requirement in the interest of
substantial justice, as re-iterated in Rule 14 of the NCLAT Rules,
the discretionary waiver does not act as an automatic exception
where litigants make no efforts to pursue a timely resolution of
F
their grievance. The appellant having failed to apply for a certified
copy, rendered the appeal filed before the NCLAT as clearly
barred by limitation. [Paras 21, 22][765-C-G; 766-A-C]
Ebix Singapore Private Ltd v. Committee of Creditors
of Educomp Solutions Ltd. 2021 SCCOnLine SC 707;
Mobilox Innovations Private Ltd v. Kirusa Software G
Private Ltd (2018) 1 SCC 353 : [2017] 10 SCR 1006;
Kalpraj Dharamshi v. Kotak Investment Advisors Ltd
2021 SCC OnLine SC 204 – relied on.

H
744 SUPREME COURT REPORTS [2021] 14 S.C.R.

A In re: Cognizance for Extension of Limitation (2020)
19 SCC 10; Essar Steel India Ltd v. Satish Kumar Gupta
(2020) 8 SCC 531 : [2019] 16 SCR 275; Pr. Director
General of Income Tax v. Spartek Ceramics India Ltd
2018 SCC OnLine NCLAT 289; Garikapati Veeraya
v. Subbaiah Chaudhry, AIR 1957 SC 540; Ganga Bai
B
v. Vijay Kumar, (1974) 2 SCC 393; Anant Mills
Company Limited v. State of Gujarat, AIR 1975 SC
1234; Innoventive Industries Ltd v. ICICI Bank, (2018)
1 SCC 407; Gujarat Urja Vikas Nigam Ltd v. Amit
Gupta, (2021) SCC OnLine 194; Prowess International
C Pvt Ltd v. Action Ispat & Power Pvt Ltd, Company Appeal
(AT) (Insolvency) 223 of 2017 (NCLAT, 26 March
2018); Union of India v. Popular Construction Co.,
(2001) 8 SCC 470 : [2001] 3 Suppl. SCR 619; Singh
Enterprises v. Commissioner of Central Excise,
Jamshedpur, (2008) 3 SCC 70 : [2007] 13 SCR 952;
D
Chhattisgarh State Electricity Board v. Central
Electricity Regulatory Commission, (2010) 5 SCC 23 :
[2010] 4 SCR 680; Bengal Chemists and Druggists
Association v. Kalyan Chowdhury, (2018) 3 SCC 41 :
[2018] 2 SCR 1099 – referred to.
E Case Law Reference
[2018] 12 SCR 794 relied on Para 5(e)
[2017] 10 SCR 1006 relied on Para 6(j)
[2001] 3 Suppl. SCR 619 referred to Para 20
F
[2007] 13 SCR 952 referred to Para 20
[2010] 4 SCR 680 referred to Para 20
[2018] 2 SCR 1099 referred to Para 20
CIVIL APPELLATE JURISDICTION: Civil Appeal No.3327 of
G 2020.
From the Judgment and Order dated 17.03.2020 of the National
Company Law Appellate Tribunal at New Delhi in Company Appeal
(AT) (Ins) No.561 of 2020.

H
V NAGARAJAN v. SKS ISPAT AND POWER LTD.& ORS. 745

Neeraj Kishan Kaul, Sr. Adv., Atul Shanker Mathur, Ms. Priya A
Singh, Amlaan Kumar for M/s Khaitan & Co., Neeraj Chaudhari, Ms.
Pooja Dhar, Abhijit Sengupta, Ram Lal Roy, Advs. for the Respondents.
The Judgment of the Court was delivered by
DR. DHANANJAYA Y CHANDRACHUD, J.
This judgment has been divided into sections* to facilitate analysis. B
A Facts..........................................................................2
B Submissions of Parties..................................................5
B.1 Appellant’s submissions......................................5
B.2 Respondent’s submissions.....................................9
C
C Analysis....................................................................12
D Conclusion................................................................28
A Facts
1. This appeal arises under Section 62 of the Insolvency and
Bankruptcy Code 20161 from the judgement of the National Company D
Law Appellate Tribunal, Delhi2 dated 13 July 20203. The NCLAT
dismissed the appeal as barred by limitation. The appellant had filed an
appeal against the National Company Law Tribunal, Chennai’s4 order
dated 31 December 2019 5 which had dismissed the appellant’s
miscellaneous application in a liquidation proceeding, seeking interim relief
E
against the invocation of a bank guarantee by Respondent No. 10 against
the Corporate Debtor.
2. Cethar Ltd6, a corporate entity which is engaged in engineering
and project consultancy, is undergoing liquidation. The appellant was
appointed as its interim resolution professional and resolution professional.
After an unsuccessful attempt at resolution, the appellant was appointed F
as its liquidator on 25 April 2018. The appellant instituted proceedings7
under Sections 43 and 45 of the IBC to avoid preferential and undervalued

*Ed. Note : The Page Nos. mentioned alongside the respective sections are as per the
Original Judgment.
1
“IBC”
G
2
“NCLAT”
3
Company Appeal (AT) (Insolvency) 561 of 2020
4
“NCLT”
5
MA 906 of 2019 in CA/38/IB/2018 (NCLT, Chennai Bench)
6
“Corporate Debtor”
7
CA/38/IB/2018 (NCLT, Chennai Bench) H
746 SUPREME COURT REPORTS [2021] 14 S.C.R.

A transactions of the Corporate Debtor in favour of Respondent Nos 1-4
with respect to a contract dated 15 March 2011. No relief was sought
against Respondent No 10. The appellant claims to have subsequently
discovered that SKS Ispat and Power Ltd (Respondent No 1) and its
subsidiary- SKS Power Generation Chhattisgarh Ltd (Respondent No
10) had colluded with the promoters of the Corporate Debtor and
B
defrauded the latter of over INR 400 crores by entering into a fraudulent
settlement of only INR 4.58 crores. The appellant also alleges that these
transactions form a part of the ongoing investigation by the Central Bureau
of Investigations and the Enforcement Directorate. Respondent No 10,
allegedly at the behest of Respondent No 1, sought to invoke certain
C bank guarantees issued by the Corporate Debtor for its failure to perform
its engineering services. The appellant filed a Miscellaneous Application
to resist the invocation of this performance guarantee until the liquidation
proceedings are concluded.
3. On 31 December 2019, the NCLT held that the performance
D guarantees were not a part of ‘Security Interest’, as defined under Section
3(31) of the IBC and refused to grant an injunction against the invocation
of the bank guarantee until the liquidation proceedings are complete.
The appellant has not disputed his presence before the NCLT when this
order was pronounced in open court. However, the appellant states that
a copy of the NCLT’s order dated 31 December 2019 was uploaded on
E the NCLT website only on 12 March 2020. However, the uploaded order
set out the incorrect name of the Judicial member who had passed the
order. The corrected order was uploaded on 20 March 2020. Subsequent
to the corrected order being uploaded, the appellant claims to have
awaited the issue of a free copy and allegedly sought the free copy on
F 23 March 2020, under the provisions of Section 420(3) of the Companies
Act, 20138 read with Rule 50 of the National Company Law Tribunal
Rules, 20169. According to the appellant, the free copy has not been
issued till date. The appellant has stated that owing to the lockdown on
account of the COVID-19 pandemic, the appeal before the NCLAT
was filed on 8 June 2020 with an application for exemption from filing a
G certified copy of the order as it had not been issued.
4. The NCLAT’S impugned order dated 13 July 2020, relied on
Section 61(2) of the IBC which mandates a limitation period for appeals

8
“Companies Act”
H 9
“NCLT Rules”
V NAGARAJAN v. SKS ISPAT AND POWER LTD.& ORS. 747
[DR. DHANANJAYA Y CHANDRACHUD, J.]

to be thirty days, extendable by fifteen days, to hold that the appeal filed A
under Section 61(1) was barred by limitation. It noted that the statutory
time limit of thirty days had expired and an application for condonation
of delay had not been filed. Rule 22 of the National Company Law
Appellate Tribunal Rules 10 provides that every appeal must be
accompanied with a certified copy of the impugned order, which had not
B
been annexed in this case. The NCLAT observed that the appellant had
not provided any evidence to prove that a certified or free copy had not
been issued to him. In any event, the IBC circumscribes the discretion
to condone delays up to fifteen days, which had elapsed in this case.
Further, it noted that even on merits, there were no grounds for
interference since a performance guarantee is explicitly excluded from C
the ambit of a ‘Security interest’ which is subject to a moratorium under
Section 14 of the IBC. The appellant filed a Civil Appeal against this
order of the NCLAT on the question of limitation.
B Submissions of Parties
D
B.1 Appellant’s submissions
5. Mr. R Subramanian, appearing on behalf of the appellants has
urged the following submissions:
a) The order was passed by the NCLT on 31 December 2019,
but the constitution of the bench was changed shortly E
thereafter. The copy of the order was not uploaded until 11
or 12 March 2020. Even on 12 March 2020, a defective
copy of the order was uploaded with the incorrect bench
composition. The corrected copy was uploaded only on 20
March 2020. The appellant requested the NCLT registry F
for a free copy on 23 March 2020. The NCLAT was shut
on account of the COVID-19 pandemic from 24 March
2020 and an SOP for commencement of virtual hearings
was issued on 30 May 2020. The appellant immediately
filed an appeal on 8 June 2020 with a downloaded copy,
relying on this Court’s suo motu order dated 15 March 2020 G
extending limitation and the lack of receipt of a free certified
copy;

10
“NCLAT Rules” H
748 SUPREME COURT REPORTS [2021] 14 S.C.R.

A b) The NCLT order was uploaded only on 12 March 2020.
This Court, in its suo motu order dated 23 March 202011
had stopped the clock of limitation with effect from 15
March 2020 on account of the COVID-19 pandemic.
Therefore, the appeal was de jure filed within three days
of the order being received, which is within the thirty day
B
limitation period prescribed under Section 61 of the IBC;
c) Rule 22 of the NCLAT Rules mandates a certified copy of
the order for filing an appeal. However, Rule 14 of the
NCLAT Rules permits a waiver from compliance with any
of the rules, which has been usually granted in case of a
C downloaded online copy, in lieu of a certified copy of the
order. The appellant’s appeal was not found defective under
Rules 26 and 27 of the NCLAT Rules as an application for
waiver of filing a certified copy was duly filed and allowed;
d) Section 420(3) of the Companies Act read with Rule 50 of
D the NCLT Rules mandates a free copy of an order to be
issued to every party. This obviates the need for any party
to obtain a certified copy of an order it seeks to impugn by
way of an appeal. Therefore, the clock of limitation under
Section 61 of the IBC would run from the date the free
E copy is issued to the party. A three judge bench of this Court
in Sagufa Ahmed v. Upper Assam Plywood Products
Pvt Ltd12, albeit in the context of a case under the Companies
Act, had held that the limitation period would run only from
the date on which a copy of the order is made available to
the aggrieved party. Even a delay in applying for a certified
F copy would not attract the explanation to Section 12 of the
Limitation Act when a free copy is statutorily mandated;
e) Section 420(3) of the Companies Act and Rule 50 of the
NCLT Rules equally apply to proceedings under the IBC
and the ratio in Sagufa Ahmed (supra) would squarely apply.
G The mere absence of the words “from the date on which
a copy of the order of the Tribunal is made available to

11
In re: Cognizance for Extension of Limitation, (2020) 19 SCC 10 (“suo motu
order“)
12
H 2021 (2) SCC 317 (“Sagufa Ahmed“)
V NAGARAJAN v. SKS ISPAT AND POWER LTD.& ORS. 749
[DR. DHANANJAYA Y CHANDRACHUD, J.]

the person aggrieved” in Section 61(2) of the IBC, in A
contradistinction to Section 421(3) of the Companies Act,
has no material bearing since an appeal cannot be filed
without a copy of the order. This Court in B K Educational
Services (P) Ltd v. Parag Gupta and Associates13 had
noted that the provisions of Chapter XXVII of the
B
Companies Act would apply to proceedings under the IBC
at the NCLT, as Section 408 of the Companies Act
constitutes the NCLT to discharge authority under the
Companies Act, and under ‘any other law for the time being
in force’;
f) Appellants seeking to assail orders of judicial forums that C
upload copies of their orders on their website are usually
exempt from filing a certified copy and the limitation
commences only from the date of the uploading of the order
online. Rule 14 of the NCLAT Rules envisage a waiver
from procedural requirements as well; D
g) Section 12(2) of the Limitation Act, 196314 applies from
the date on which the copy of the order is made available
and not from the date when such order is passed. The
explanation to Section 12(2) of the Limitation Act would
not be attracted in cases where a free copy is mandated E
by the statute and online copies can be used for filing an
appeal. The explanation to Section 12(2) of the Limitation
Act would apply only where no appeal can be filed without
an application for, and furnishing of a certified copy. In
any event, Section 12(2) of the Limitation Act excludes
the time taken from the date of order to it becoming F
available;
h) Section 61 of the IBC prescribing a limitation period is
subservient to the principle of lex non cogit ad impossibilia
which states that the law cannot mandate a person to do an
impossible act. In this case, the appellant cannot be expected G
to file an appeal within 30 days when the order is not
available;

13
2019 (11) SCC 633 (“B K Educational Services“)
14
“Limitation Act” H
750 SUPREME COURT REPORTS [2021] 14 S.C.R.

A i) An application for condonation of delay was not required
when the appellant had instituted the appeal in time and
was statutorily entitled to a free certified copy. The appellant
is protected by the principles of actus curiae neminem
gravabit- no person should suffer for an act of Court,
especially when INR 180 crores owed to public sector banks
B
is at stake; and
j) The NCLAT had not heard any arguments on limitation
before reserving its orders, and yet has passed an order
primarily dismissing the appeal on the ground of limitation.
Furthermore, when an appeal is barred by limitation, the
C court cannot delve into the merits or set out any findings on
merits which has been done in this case.
B.2 Respondent’s submissions
6. Mr. Neeraj Kishan Kaul, Senior Counsel appearing on behalf
of Respondent No 10 has urged the following submissions:
D
(a) Section 61 of the IBC mandates an appeal against any order
under the Act to be filed within 30 days, extendable by a
maximum period of 15 days. The limitation for challenging
the NCLT order dated 31 December 2019 expired on 15
February 2020, even after accounting for the fifteen day
E extension which is granted as a matter of discretion under
Section 61(2);
(b) Section 61(2) of the IBC does not state that limitation is to
be applicable from the date of the order being ‘made
available’, as against Section 421(3) of the Companies Act.
F Special Acts override general enactments. In any event,
“made available” does not imply that parties can indefinitely
wait until a free certified copy is provided to them. A timely
application for a certified copy has to be filed;
(c) It is undisputed that NCLT’s order dated 31 December 2019
G was dictated and pronounced in open court, where the
appellant was present. The NCLAT in Pr. Director General
of Income Tax v. Spartek Ceramics India Ltd15 has held
that the period of thirty days for filing an appeal commences
from the date of the ‘knowledge’ of the order;
15
H 2018 SCC OnLine NCLAT 289
V NAGARAJAN v. SKS ISPAT AND POWER LTD.& ORS. 751
[DR. DHANANJAYA Y CHANDRACHUD, J.]

(d) The appellant’s assertion that the NCLT’s order was A
uploaded only on 20 March 2020 is unsubstantiated;
(e) Section 12 of the Limitation Act is clear in prescribing
that the limitation period can be ascertained only after an
application for a certified copy of the judgement or order
is filed within the limitation period, in order to not be B
declared as time barred. The time period of limitation can
either be calculated from the date of the order, 31
December 2019 in this case, or from the date of filing an
application for a certified copy of the said order. In the
absence of compliance with either, any appeal will be
deemed as barred by limitation; C

(f) Rule 22 of the NCLAT Rules prescribes that an appeal has
to be accompanied with a certified copy of the order. The
appellant did not file for a certified copy of the NCLT order.
Yet, the appellant instituted its appeal before the NCLAT
on the basis of an online copy without an application seeking D
exemption from filing a certified copy or an application
seeking condonation of delay;
(g) The appellant should have either waited to receive the free
certified copy from the NCLT as per Section 420(3) of the
Companies Act or applied for a certified copy within the E
limitation period. The appellant cannot be allowed to
selectively take shelter under one provision;
(h) Time is of the essence under the IBC, as observed by this
Court in Ebix Singapore Private Ltd v. Committee of
Creditors of Educomp Solutions Ltd 16 and the F
Bankruptcy Law Reform Committee Report, 2015. The IBC
and the Arbitration and Conciliation Act, 2015 are special
enactments which have been typically interpreted with strict
limitation periods;
(i) Diligence is expected of the aggrieved party under the IBC G
where time is of the essence. Sagufa Ahmed (supra) was
in the context of a winding up case which operates in a
regime different from the IBC;

16
2021 SCCOnLine SC 707 (“Ebix Singapore“) H
752 SUPREME COURT REPORTS [2021] 14 S.C.R.

A (j) In Mobilox Innovations Private Ltd v. Kirusa Software
Private Ltd17 this Court observed, in the context of appeals,
that timelines are sacrosanct under the IBC as it is in the
best interests of all the stakeholders of the process that
resolution or liquidation of the company happens in a time
bound manner and is not protracted; and
B
(k) Respondent No 1 and Respondent No 10 are separate
entities with different promoters. No reliefs were sought
against Respondent No 10 in the company petition filed by
the appellant in respect of an agreement dated 15 March
2011, to which Respondent No 10 is not a party. The NCLT
C
and NCLAT have issued concurrent findings that a
performance guarantee is not a ‘security interest’ which is
subject to a moratorium under Section 14 of the IBC.
Therefore, no grounds for interference on merits are
established.
D
7. The rival submissions fall for our consideration.
C Analysis
8. At the outset, as clarified by the parties, only submissions on
the aspect of limitation have been pressed. The finding of this Court is
E limited to a determination on whether the appeal before the NCLAT
under Section 61(1) of the IBC was barred by limitation.
9. The present dispute arises over the period of limitation applicable
for filing an appeal against an order of the NCLT under the IBC. The
provisions of the IBC, Companies Act, Limitation Act, NCLT Rules and
F the NCLAT Rules have been placed before this Court during the hearing.
The relevant provisions are extracted below and are referred to, in turn.
The IBC is a complete code. It has an overriding effect, as stated in
Section 238 :
“238. Provisions of this Code to override other laws.—The
G provisions of this Code shall have effect, notwithstanding anything
inconsistent therewith contained in any other law for the time
being in force or any instrument having effect by virtue of any
such law.”

17
H (2018) 1 SCC 353 (“Mobilox Innovations“)
V NAGARAJAN v. SKS ISPAT AND POWER LTD.& ORS. 753
[DR. DHANANJAYA Y CHANDRACHUD, J.]

On the specific question of limitation, Section 238-A of the IBC A
invokes the Limitation Act to the extent it is applicable:
“238-A. Limitation.—The provisions of the Limitation Act, 1963
(36 of 1963) shall, as far as may be, apply to the proceedings or
appeals before the Adjudicating Authority, the National Company
Law Appellate Tribunal, the Debt Recovery Tribunal or the Debt B
Recovery Appellate Tribunal, as the case may be.”
The aforesaid sections of IBC have to be read in juxtaposition
with Section 29(2) , of the Limitation Act:
“29. Savings.—
(….) C
(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 D
for any suit, appeal or application by any special or local law, the
provisions contained in Sections 4 to 24 (inclusive) shall apply
only insofar as, and to the extent to which, they are not expressly
excluded by such special or local law…”
The salient aspects of Section 29(2) of the Limitation Act are E
three fold- (i) prescription of a period of limitation under any special law
or local law may differ from the period prescribed by the Schedule under
the Limitation Act; (ii) in such a case, the period of limitation prescribed
under the special or local law shall be deemed to be period prescribed
for the purpose of Section 3 of the Limitation Act; and (iii) Section 3 of
the Limitation Act shall apply accordingly. F

10. For determining the present appeal, the question of limitation
for filing appeals would have to be answered by construing the provisions
of the IBC and the Limitation Act, with the former enactment having an
overriding effect. This position has also been adopted by a three judge
bench of this Court in Kalpraj Dharamshi v. Kotak Investment G
Advisors Ltd18 in considering the applicability of Section 14 of the
Limitation Act to the reckoning of limitation for an appeal filed under
Section 61(1) of the IBC.

18
2021 SCC OnLine SC 204 H
754 SUPREME COURT REPORTS [2021] 14 S.C.R.

A 11. An appeal is a creature of statute, hence there is a fundamental
distinction between the right to file a suit and the right to file an appeal.
In terms of Section 9 of the Code of Civil Procedure, 1908, there is an
inherent right to bring a suit of a civil nature, unless the suit is barred by
statute. On the other hand, an appeal is a creature of statute and must
have the clear authority of law.19 The IBC envisages a comprehensive
B
dispute resolution process in Chapter VI. The NCLT is the empowered
‘Adjudicating Authority’ under Section 60 of the IBC with the jurisdiction
to entertain any proceeding in relation to insolvency resolution or
liquidation proceedings under the IBC. An appeal lies against an order
of the Adjudicating Authority to the Appellate Authority, the NCLAT,
C under Section 61(1) of the IBC. An order of the NCLAT is subject to an
appeal on a question of law to the Supreme Court under Section 62. The
jurisdiction of civil courts has been explicitly ousted by Section 63 of the
IBC. In the present case, the appellant was aggrieved by an order of the
NCLT passed under the IBC. His right to file an appeal arose from
Section 61 of the IBC which is in the following terms:
D
“61. Appeals and Appellate Authority.—(1) Notwithstanding
anything to the contrary contained under the Companies Act, 2013,
any person aggrieved by the order of the Adjudicating Authority
under this part may prefer an appeal to the National Company
Law Appellate Tribunal.
E
(2) Every appeal under sub-section (1) shall be filed within
thirty days before the National Company Law Appellate Tribunal:
Provided that the National Company Law Appellate Tribunal
may allow an appeal to be filed after the expiry of the said
F period of thirty days if it is satisfied that there was sufficient
cause for not filing the appeal but such period shall not
exceed fifteen days…….”
(emphasis supplied)
Section 61(2) specifically provides for a limitation period of thirty
G days, which can be extended by a maximum of fifteen days on the
demonstration of sufficient cause for the delay. The determination of

19
Garikapati Veeraya v. Subbaiah Chaudhry, AIR 1957 SC 540; Ganga Bai v.
Vijay Kumar, (1974) 2 SCC 393; Anant Mills Company Limited v. State of Gujarat,
H AIR 1975 SC 1234
V NAGARAJAN v. SKS ISPAT AND POWER LTD.& ORS. 755
[DR. DHANANJAYA Y CHANDRACHUD, J.]

the present appeal would hinge on two issues: (i) when will the clock for A
calculating the limitation period run for appeals filed under the IBC; and
(ii) is the annexing of a certified copy mandatory for an appeal to the
NCLAT against an order passed under the IBC.
12. In B K Educational Services (supra) a two judge bench of
this Court considered the interplay of the IBC, Limitation Act and the B
Companies Act constituting the NCLT and held that the Limitation Act
is applicable to proceedings under the IBC by virtue of Section 238-A of
the IBC. In the context of the NCLT, Justice R F Nariman observed:
“12. The Report of the [Insolvency Law] Committee [Report,
March 2018] would indicate that it has applied its mind to judgments C
of NCLT and NCLAT. It has also applied its mind to the aspect
that the law is a complete Code and the fact that the intention of
such a Code could not have been to give a new lease of life to
debts which are time-barred.
21. Given the fact that the “procedure” that would apply to NCLT D
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. This being the position in
law, it is clear that when various provisions of the Companies Act
were amended by the Eleventh Schedule to the Code, it was E
unnecessary to apply and adapt Section 433 of the Companies
Act to the Code, as was done to various other sections of the
Companies Act.”
13. The NCLT was constituted under Section 408 of the Companies
Act and replaced the erstwhile Company Law Boards. This reference F
is also provided in the definition of an ‘Adjudicating Authority’ under
Section 5(1) of the IBC. Chapter XXVII of the Companies Act details
the functioning of the newly established NCLT and NCLAT, including
the procedural requirements governing their functioning. Section 433 of
the Companies Act 2013 similarly invokes the provisions of the Limitation G
Act for proceedings before the NCLT and the NCLAT. The NCLT
Rules and NCLAT Rules have been framed in exercise of the Central
Government’s powers under Section 469 of the Companies Act to carry
out its provisions. Section 420 deals with the orders of the NCLT and
creates a right to receive a copy to every party under Section 420(3):
H
756 SUPREME COURT REPORTS [2021] 14 S.C.R.

A “420. Orders of Tribunal.—(1) The Tribunal may, after giving the
parties to any proceeding before it, a reasonable opportunity of
being heard, pass such orders thereon as it thinks fit.
(2) The Tribunal may, at any time within two years from the date
of the order, with a view to rectifying any mistake apparent from
B the record, amend any order passed by it, and shall make such
amendment, if the mistake is brought to its notice by the parties:
Provided that no such amendment shall be made in respect of any
order against which an appeal has been preferred under this Act.
(3) The Tribunal shall send a copy of every order passed
C under this section to all the parties concerned.”
(emphasis supplied)
Section 421(3) of the Companies Act prescribes the period of
limitation for filing an appeal to the NCLAT and specifies that the
D computation shall be made from the date when a copy is “made available
to the person aggrieved”:
“421. Appeal from orders of Tribunal.—(1) Any person aggrieved
by an order of the Tribunal may prefer an appeal to the Appellate
Tribunal.
E (2) No appeal shall lie to the Appellate Tribunal from an order
made by the Tribunal with the consent of parties.
(3) Every appeal under sub-section (1) shall be filed within
a period of forty-five days from the date on which a copy of
the order of the Tribunal is made available to the person
F aggrieved and shall be in such form, and accompanied by
such fees, as may be prescribed…..”
(emphasis supplied)
Rule 50 of the NCLT Rules operationalises Section 421(3) of the
Companies Act by mandating the Registry of the NCLT to share a free
G certified copy of the order to the parties:
“50. Registry to send certified copy.– The Registry shall send a
certified copy of final order passed to the parties concerned free
of cost and the certified copies may be made available with cost
as per Schedule of fees, in all other cases.”
H
V NAGARAJAN v. SKS ISPAT AND POWER LTD.& ORS. 757
[DR. DHANANJAYA Y CHANDRACHUD, J.]

14. In Sagufa Ahmed (supra) a three judge Bench of this Court A
dealt with the interpretation of Section 421(3) of the Companies Act and
whether limitation would start running once a free certified copy is made
available to the party, sans an application from the aggrieved party. It
held, in the context of a winding up petition under the Companies Act,
that the aggrieved party could wait till it received its free copy under
B
Section 420(3) of the Companies Act 2013 read with Rule 50 of the
NCLT Rules, and was not obligated to file an application for a certified
copy for the purposes of the computation of limitation. Justice V
Ramasubramanian held:
“12. Therefore, it is true, as contended by the appellants, that the
period of limitation of 45 days prescribed in Section 421(3) would C
start running only from the date on which a copy of the order of
the Tribunal is made available to the person aggrieved. It is also
true that under Section 420(3) of the Act read with Rule 50, the
appellants were entitled to be furnished with a certified copy of
the order free of cost. D
13. Therefore if the appellants had chosen not to file a copy
application, but to await the receipt of a free copy of the
order in terms of Section 420(3) read with Rule 50, they
would be perfectly justified in falling back on Section 421(3),
for fixing the date from which limitation would start E
running…..”
(emphasis supplied)
However, the Court clarified that this would no longer apply once
an application for a certified copy is made and the order has been
received. Irrespective of when the free certified copy is received, the F
limitation period would then be computed from the date of receipt of the
certified copy.
“13….. But the appellants in this case, chose to apply for a certified
copy after 27 days of the pronouncement of the order in their
presence and they now fall back upon Section 421(3). G
14. Despite the above factual position, we do not want to hold
against the appellants, the fact that they waited from 25-10-2019
(the date of the order [Sagufa Ahmed v. Upper Assam Plywood
Products (P) Ltd., 2019 SCC OnLine NCLT 749] of NCLT) up
to 21-11-2019, to make a copy application. But at least from 19- H
758 SUPREME COURT REPORTS [2021] 14 S.C.R.

A 12-2019, the date on which a certified copy was admittedly received
by the counsel for the appellants, the period of limitation cannot
be stopped from running. From 19-12-2019, the date on which the
counsel for the appellants received the copy of the order, the
appellants had a period of 45 days to file an appeal. This period
expired on 2-2-2020.”
B
Therefore in a field which is not covered by a special law which
invests the NCLT with jurisdiction, the general principle for the
computation of limitation for filing an appeal against an order of the
NCLT is governed by the statutory mandate of Section 420(3) of the
Companies Act read with Rule 50 of the NCLT Rules, which enables a
C party to compute limitation from the date of receipt of the statutorily
mandated free certified copy, without having to file its own application.
However, the decision of this Court in Sagufa Ahmed (surpa) clarifies
that the statutory mandate of a free copy is not to enable litigants to take
two bites at the apple where they could compute limitation from either
D when the certified copy is received on the litigant’s application or received
as a free copy from the registry - whichever is later.
15. The IBC is a complete code in itself and over-rides any
inconsistencies that may arise in the application of other laws. Section 61
of the IBC, begins with a non-obstante provision - “notwithstanding anything
E to the contrary contained under the Companies Act, 2013” when prescribing
the right of an aggrieved party to file an appeal before the NCLAT along
within the stipulated period of limitation. The notable difference between
Section 421(3) of the Companies Act and Section 61(2) of the IBC is in
the absence of the words “from the date on which a copy of the order
of the Tribunal is made available to the person aggrieved” in the
F latter. The absence of these words cannot be construed as a mere omission
which can be supplemented with a right to a free copy under Section
420(3) of the Companies Act read with Rule 50 of the NCLT Rules for
the purposes of reckoning limitation. This would ignore the context of the
IBC’s provisions and the purpose of the legislation.
G 16. The law on limitation with respect to the IBC is settled and
emphatic in its denunciation of delays20. The power to condone delay is
tightly circumscribed and conditional upon showing sufficient cause, even
20
Essar Steel (supra), paras 119-123, 127; Innoventive Industries Ltd v. ICICI
Bank, (2018) 1 SCC 407, para 13; Gujarat Urja Vikas Nigam Ltd v. Amit Gupta,
H (2021) SCC OnLine 194, para 71
V NAGARAJAN v. SKS ISPAT AND POWER LTD.& ORS. 759
[DR. DHANANJAYA Y CHANDRACHUD, J.]

within the period of delay which is capable of being condoned. The IBC A
is a watershed legislation which seeks to overhaul the previous bankruptcy
regime which was afflicted by delays and indefinite legal proceedings.
The IBC sought to structure and streamline the entire process of
insolvency, right from the initiation of insolvency to liquidation, as a one-
stop mechanism. Section 12(3) of the IBC prescribes a strict time-line
B
for the completion of the corporate insolvency resolution process of one
hundred and eighty days which is extendable by ninety days. The proviso
to Section 12(3) imposes an outer-limit of three hundred and thirty days,
including time taken in legal proceedings. While a three-judge bench of
this Court in Essar Steel India Ltd v. Satish Kumar Gupta21 held
such a time-limit on court proceedings as violative of Article 14, only the C
word ‘mandatorily’ was struck down and a narrowly defined extension
to the outer-limit was allowed in exceptional circumstances if the process
is at a near conclusion and serves the ends of the IBC. Regulation 40A
of the Insolvency and Bankruptcy Board of India (Insolvency Resolution
Process for Corporate Persons) Regulations, 2016 provides for a detailed
D
model timeline for the corporate insolvency resolution process, including
extensions that are granted as discretionary powers under the procedural
eventualities of the IBC framework. The Resolution Professional is
responsible for ensuring the timeliness of the process and has to file
several forms, as detailed under Regulation 40B, and explain all delays
that occur in the intervening period, when filing the final Form H22 upon E
submitting a successful resolution plan under Section 30 of the IBC.
Notably, Section 6423 of the IBC imposes an obligation on the NCLT
and NCLAT to expeditiously dispose applications pending before it, along

21
(2020) 8 SCC 531
22
Regulation 39(4)(b), Insolvency and Bankruptcy Board of India (Insolvency Resolution F
Process for Corporate Persons) Regulations, 2016
23
“64. Expeditious disposal of applications.—(1) Where an application is not disposed
of or an order is not passed within the period specified in this Code, the National
Company Law Tribunal or the National Company Law Appellate Tribunal, as the case
may be, shall record the reasons for not doing so within the period so specified; and the
President of the National Company Law Tribunal or the Chairperson of the National
G
Company Law Appellate Tribunal, as the case may be, may, after taking into account
the reasons so recorded, extend the period specified in the Act but not exceeding ten
days.
(2) No injunction shall be granted by any court, tribunal or authority in respect of any
action taken, or to be taken, in pursuance of any power conferred on the National
Company Law Tribunal or the National Company Law Appellate Tribunal under this
Code.” H
760 SUPREME COURT REPORTS [2021] 14 S.C.R.

A with recording of reasons for any delay from the prescribed limit to the
President of the NCLT/NCLAT, who can then extend the period, not
exceeding ten days. The decision in Mobilox Innovations (supra),
took note of this provision and stressed on the importance of timelines in
the following terms:
B “35. Another thing of importance is the timelines within which the
insolvency resolution process is to be triggered. The corporate
debtor is given 10 days from the date of receipt of demand notice
or copy of invoice to either point out that a dispute exists between
the parties or that he has since repaid the unpaid operational debt.
If neither exists, then an application once filed has to be disposed
C of by the adjudicating authority within 14 days of its receipt, either
by admitting it or rejecting it. An appeal can then be filed to the
Appellate Tribunal under Section 61 of the Act within 30 days of
the order of the adjudicating authority with an extension of 15
further days and no more.
D 36. Section 64 of the Code mandates that where these timelines
are not adhered to, either by the Tribunal or by the Appellate
Tribunal, they shall record reasons for not doing so within the
period so specified and extend the period so specified for another
period not exceeding 10 days. Even in appeals to the Supreme
E Court from the Appellate Tribunal under Section 62, 45 days’ time
is given from the date of receipt of the order of the Appellate
Tribunal in which an appeal to the Supreme Court is to be made,
with a further grace period not exceeding 15 days. The strict
adherence of these timelines is of essence to both the triggering
process and the insolvency resolution process. As we have seen,
F one of the principal reasons why the Code was enacted was
because liquidation proceedings went on interminably, thereby
damaging the interests of all stakeholders, except a recalcitrant
management which would continue to hold on to the company
without paying its debts. Both the Tribunal and the Appellate
G Tribunal will do well to keep in mind this principal objective sought
to be achieved by the Code and will strictly adhere to the time-
frame within which they are to decide matters under the Code.”
Recently, a two judge Bench of this Court in Ebix Singapore
(supra) interpreted the legislative background of the IBC, its provisions
H and subsequent reports from Parliamentary committees to stress on the
V NAGARAJAN v. SKS ISPAT AND POWER LTD.& ORS. 761
[DR. DHANANJAYA Y CHANDRACHUD, J.]

predictability and timeliness that is woven into the design of the IBC. A
Speaking through one of us (Justice D Y Chandrachud), the Court
observed:
“96 The BLRC report noted that the insolvency regime was due
for a major overhaul as the recovery rates in India were among
the lowest in the world58 and a revamped, coherent code was B
envisaged with speed and predictability woven into its underlying
design to ensure higher recovery rates and immediate liquidation,
in the event of a failed resolution. As noted by this Court in Essar
Steel (supra), the insolvency regime in India was overhauled after
the provisions of SICA, SARFAESI and Recovery of Debts Act,
in spite of providing for expeditious determination, were used by C
defaulting companies to enjoy extended moratorium periods and
failure to enforce timelines meant legal proceedings would drag
on for years and not result in recovery of stressed assets……..
In identifying the sources of delay, adjudicating mechanisms were
identified as one of the two important sources of delay which D
need to be equipped with the right resources. In order to respond
to the rapid changes in the economy, the BLRC report
recommended the formation of an IBBI which would function as
a regulator and formulate regulations that dynamically detail the
procedural norms of the working of the IBC with the necessary
immediacy. It is also important for this Court, as a constitutional E
authority which determines questions of law concerning the IBC
framework, to note that a rapid liquidation may sometimes be
preferable to a protracted CIRP.”
17. In this background, when timelines are placed even on legal
proceedings, reading in the requirement of an “order being made F
available” under a general enactment (Companies Act) would do violence
to the special provisions enacted under the IBC where timing is critical
for the workability of the mechanism, health of the economy, recovery
rate of lenders and valuation of the corporate debtor. The IBC, as a
prescriptive mechanism, affecting rights of stakeholders who are not G
necessarily parties to the proceedings, mandates diligence on the part of
applicants who are aggrieved by the outcome of their litigation. An appeal,
if considered necessary and expedient by an aggrieved party, is expected
to be filed forthwith without awaiting a free copy which may be received
at an indefinite stage. Hence, the omission of the words “from the date
H
762 SUPREME COURT REPORTS [2021] 14 S.C.R.

A on which the order is made available” for the purposes of computation
of limitation in Section 61(2) of the IBC, is a consistent signal of the
intention of the legislature to nudge the parties to be proactive and
facilitate timely resolution.
18. On the question of a certified copy for filing an appeal against
B an order passed by the NCLT under the IBC, Rule 22(2) of the NCLAT
Rules mandates that an appeal has to be filed with a certified copy of
the ‘impugned order’:
“22. Presentation of appeal.– (1) Every appeal shall be presented
in Form NCLAT-1 in triplicate by the appellant or petitioner or
C applicant or respondent, as the case may be, in person or by his
duly authorised representative duly appointed in this behalf in the
prescribed form with stipulated fee at the filing counter and non-
compliance of this may constitute a valid ground to refuse to
entertain the same.

D (2) Every appeal shall be accompanied by a certified copy
of the impugned order…..”
(emphasis supplied)
Therefore, it cannot be said that the parties can automatically
dispense with their obligation to apply for and obtain a certified copy for
E filing an appeal. Any delay in receipt of a certified copy, once an
application has been filed, have been envisaged by the legislature and
duly excluded to not cause any prejudice to a litigant’s right to appeal.
19. Section 12 of the Limitation Act provides guidance on
reckoning the period of limitation and excludes the time taken by a party
F for obtaining a certified copy of the order it seeks to appeal. However,
the explanation clarifies that the time taken by the court in preparing the
order before an application for a copy is filed by the aggrieved party, is
not excluded from the computation of limitation:
“12. Exclusion of time in legal proceedings.—(1) In computing
G the period of limitation for any suit, appeal or application, the day
from which such period is to be reckoned, shall be excluded.
(2) In computing the period of limitation for an appeal or an
application for leave to appeal or for revision or for review
of a judgment, the day on which the judgment complained
H of was pronounced and the time requisite for obtaining a
V NAGARAJAN v. SKS ISPAT AND POWER LTD.& ORS. 763
[DR. DHANANJAYA Y CHANDRACHUD, J.]

copy of the decree, sentence or order appealed from or A
sought to be revised or reviewed shall be excluded.
(3) Where a decree or order is appealed from or sought to be
revised or reviewed, or where an application is made for leave to
appeal from a decree or order, the time requisite for obtaining a
copy of the judgment 3[* * *] shall also be excluded. B
(4) In computing the period of limitation for an application to set
aside an award, the time requisite for obtaining a copy of the
award shall be excluded.
Explanation.—In computing under this section the time
requisite for obtaining a copy of a decree or an order, any C
time taken by the court to prepare the decree or order
before an application for a copy thereof is made shall not
be excluded.”
(emphasis supplied)
D
The import of Section 12 of the Limitation Act and its explanation
is to assign the responsibility of applying for a certified copy of the order
on a party. A person wishing to file an appeal is expected to file an
application for a certified copy before the expiry of the limitation period,
upon which the “time requisite” for obtaining a copy is to be excluded.
However, the time taken by the court to prepare the decree or order E
before an application for a copy is made cannot be excluded. If no
application for a certified copy has been made, no exclusion can ensue.
In fact, the explanation to the provision is a clear indicator of the legal
position that the time which is taken by the court to prepare the decree
or order cannot be excluded before the application to obtain a copy is F
made. It cannot be said that the right to receive a free copy under Section
420(3) of the Companies Act obviated the obligation on the appellant to
seek a certified copy through an application. The appellant has urged
that Rule 1424 of the NCLAT Rules empowers the NCLAT to exempt
parties from compliance with the requirement of any of the rules in the
interests of substantial justice, which has been typically exercised in G
favour of allowing a downloaded copy in lieu of a certified copy. While

24
“14. Power to exempt.– The Appellate Tribunal may on sufficient cause being shown,
exempt the parties from compliance with any requirement of these rules and may give
such directions in matters of practice and procedure, as it may consider just and
expedient on the application moved in this behalf to render substantial justice.” H
764 SUPREME COURT REPORTS [2021] 14 S.C.R.

A it may well be true that waivers on filing an appeal with a certified copy
are often granted for the purposes of judicial determination, they do not
confer an automatic right on an applicant to dispense with compliance
and render Rule 22(2) of the NCLAT Rules nugatory. The act of filing
an application for a certified copy is not just a technical requirement for
computation of limitation but also an indication of the diligence of the
B
aggrieved party in pursuing the litigation in a timely fashion. In a similar
factual scenario, the NCLAT had dismissed an appeal 25 as time-barred
under Section 61(2) of the IBC since the appellant therein was present
in court, and yet chose to file for a certified copy after five months of the
pronouncement of the order.
C 20. The appellant had argued that the order of the NCLAT notes
that the NCLT registry had objected to the appeal in regard to limitation,
to which the appellant had filed a reply stating that the limitation period
would begin from the date of the uploading of the order, which was 12
March 2020. The appellant submitted that the suo motu order of this
D Court dated 23 March 2020, taking retrospective effect from 15 March
2020, made under Article 142 of the Constitution, extended the limitation
until further orders, which renders the appeal filed on 8 June 2020 within
limitation. However it is important to note that this Court had only extended
the period of limitation applicable in the proceedings, only in cases where
such period had not ended before 15 March 2020. In this case, owing to
E the specific language of Section 61(1) and 61(2), it is evident that limitation
commenced once the order was pronounced and the time taken by the
Court to provide the appellant with a certified copy would have been
excluded, as clarified in Section 12(2) of the Limitation Act, if the
appellant had applied for a certified copy within the prescribed period of
F limitation under Section 61(2) of the IBC. The construction of the law
does not import the absurdity the appellant alleges of an impossible act
of filing an appeal against an order which was uploaded on 12 March
2020. However, the mandate of the law is to impose an obligation on the
appellant to apply for a certified copy once the order was pronounced
by the NCLT on 31 December 2019, by virtue of Section 61(2) of the
G IBC read with Rule 22(2) of the NCLAT Rules. In the event the appellant
was correct in his assertion that a correct copy of the order was not
available until 20 March 2020, the appellant would not have received a

25
Prowess International Pvt Ltd v. Action Ispat & Power Pvt Ltd, Company Appeal
H (AT) (Insolvency) 223 of 2017 (NCLAT, 26 March 2018)
V NAGARAJAN v. SKS ISPAT AND POWER LTD.& ORS. 765
[DR. DHANANJAYA Y CHANDRACHUD, J.]

certified copy in spite of the application till such date and accordingly A
received the benefit of the suo motu order of this Court which came
into effect on 15 March 2020. However, in the absence of an application
for a certified copy, the appeal was barred by limitation much prior to
the suo motu direction of this court, even after factoring in a permissible
fifteen days of condonation under Section 61(2). The Court is not
B
empowered to condone delays beyond statutory prescriptions in special
statutes containing a provision for limitation26.
D Conclusion
21. The answer to the two issues set out in Section C of the
judgement- (i) when will the clock for calculating the limitation period C
run for proceedings under the IBC; and (ii) is the annexation of a certified
copy mandatory for an appeal to the NCLAT against an order passed
under the IBC – must be based on a harmonious interpretation of the
applicable legal regime, given that the IBC is a Code in itself and has
overriding effect. Sections 61(1) and (2) of the IBC consciously omit
the requirement of limitation being computed from when the “order is D
made available to the aggrieved party”, in contradistinction to Section
421(3) of the Companies Act. Owing to the special nature of the IBC,
the aggrieved party is expected to exercise due diligence and apply for a
certified copy upon pronouncement of the order it seeks to assail, in
consonance with the requirements of Rule 22(2) of the NCLAT Rules. E
Section 12(2) of the Limitation Act allows for an exclusion of the time
requisite for obtaining a copy of the decree or order appealed against. It
is not open to a person aggrieved by an order under the IBC to await the
receipt of a free certified copy under Section 420(3) of the Companies
Act 2013 read with Rule 50 of the NCLT and prevent limitation from
running. Accepting such a construction will upset the timely framework F
of the IBC. The litigant has to file its appeal within thirty days, which
can be extended up to a period of fifteen days, and no more, upon showing
sufficient cause. A sleight of interpretation of procedural rules cannot be
used to defeat the substantive objective of a legislation that has an impact
on the economic health of a nation. G

26
Union of India v. Popular Construction Co., (2001) 8 SCC 470; Singh Enterprises
v. Commissioner of Central Excise, Jamshedpur, (2008) 3 SCC 70; Chhattisgarh
State Electricity Board v. Central Electricity Regulatory Commission, (2010) 5
SCC 23; Bengal Chemists and Druggists Association v. Kalyan Chowdhury, (2018)
3 SCC 41 H
766 SUPREME COURT REPORTS [2021] 14 S.C.R.

A 22. On the second question, Rule 22(2) of the NCLAT Rules
mandates the certified copy being annexed to an appeal, which continues
to bind litigants under the IBC. While it is true that the tribunals, and
even this Court, may choose to exempt parties from compliance with
this procedural requirement in the interest of substantial justice, as re-
iterated in Rule 14 of the NCLAT Rules, the discretionary waiver does
B
not act as an automatic exception where litigants make no efforts to
pursue a timely resolution of their grievance. The appellant having failed
to apply for a certified copy, rendered the appeal filed before the NCLAT
as clearly barred by limitation.
23. The appellant was present before the NCLT on 31 December
C 2019 when interim relief was denied and the miscellaneous application
was dismissed. The appellant has demonstrated no effort on his part to
secure a certified copy of the said order and has relied on the date of the
uploading of the order (12 March 2020) on the website. The period of
limitation for filing an appeal under Section 61(1) against the order of the
D NCLT dated 31 December 2019, expired on 30 January 2020 in view of
the thirty-day period prescribed under Section 61(2). Any scope for a
condonation of delay expired on 14 February 2020, in view of the outer
limit of fifteen days prescribed under the proviso to Section 61(2). The
lockdown from 23 March 2020 on account of the COVID-19 pandemic
and the suo motu order of this Court has had no impact on the rights of
E the appellant to institute an appeal in this proceeding and the NCLAT
has correctly dismissed the appeal on limitation. Accordingly, the present
appeal under Section 62 of the IBC stands dismissed.
24. Pending application(s) if any, stand disposed of. No order as
to costs.
F

Divya Pandey Appeal dismissed.

G

H