1. Refusal to register transmission of shares — Appeal filed before Company Law Board beyond prescribed period — Condonation of delay under Section 58(3), Companies Act, 2013. (Para 3 , 4 , 6 , 8 , 9 , 10 )
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2026 Supreme(SC) 36
SUPREME COURT OF INDIA
J. B. PARDIWALA, R. MAHADEVAN, JJ.
The Property Company (P) Ltd. – Appellant
VERSUS
Rohinten Daddy Mazda – Respondent
Civil Appeal No. 92 of 2026 (Arising out of S.L.P (Civil) No. 3906 of 2017)
Decided On : 07-01-2026
Advocates appeared:
For the Petitioner(s): Mr. R. N. Keswani, AOR Mr. Ramesh N. Keswani, Adv. Mrs. Nina R. Nariman, Adv. Mr. Pranav Singal, Adv. Mr. Ravi Raghunath Vachher, Adv. Mr. Vinayak Sharma, Adv.
For the Respondent(s): Mr. Indranil Ghosh, Adv. Mr. Palzer Moktan, Adv. Mr. Satya Mitra, AOR
For the Petitioner(s): Mr. R. N. Keswani, AOR Mr. Ramesh N. Keswani, Adv. Mrs. Nina R. Nariman, Adv. Mr. Pranav Singal, Adv. Mr. Ravi Raghunath Vachher, Adv. Mr. Vinayak Sharma, Adv.
For the Respondent(s): Mr. Indranil Ghosh, Adv. Mr. Palzer Moktan, Adv. Mr. Satya Mitra, AOR
The CLB lacked the authority to condone the delay in filing an appeal under Section 58(3) of the Companies Act, 2013, as the Limitation Act is not applicable to quasi-judicial bodies unless expressly permitted by the statute.
Headnote:(A) Companies Act, 2013 - Section 58(3) - Limitation Act, 1963 - Delay in filing an appeal - Respondent failed to appeal within the stipulated time frame; the Company Law Board (CLB) condoned a delay of 249 days in favor of the respondent under the mistaken belief that it held such power - The Supreme Court determined that the CLB could not condone the delay without express legislative authority, as the provisions of the Limitation Act do not apply to quasi-judicial bodies unless specified - Thus, the High Court's affirmation of the CLB's decision regarding the condonation of delay was erroneous. (Paras 160-168)
(B) Law of Limitation - Applicability - The discretionary power to extend time for appeals is reserved for civil courts; specific provisions must be enacted to empower quasi-judicial bodies to exercise such discretion - In this case, the CLB's power to condone delay was not provided for by the statute. (Paras 19-23, 79)
(C) Case Context - The appellant, a private limited company, refused to register share transfers concerning shares bequeathed to the respondent, the proceedings were governed first by the Companies Act, 1956 before transitioning to the Companies Act, 2013. (Paras 4-5)
(D) Conclusion - The Supreme Court set aside the High Court's judgment, reinforcing the mandatory nature of deadlines set by special laws and the limitations of jurisdiction for quasi-judicial bodies.
Result: The appeal is allowed.
Judgement Key Points
The Supreme Court allowed the appeal filed by The Property Company (P) Ltd. against Rohinten Daddy Mazda, setting aside the Calcutta High Court's order affirming the Company Law Board's (CLB) condonation of a 249-day delay in filing an appeal under Section 58(3) of the Companies Act, 2013.[1][2] (!) (!) [160][162][163]
Factual Matrix: The respondent sought registration of transmission of 20 shares bequeathed by his mother (deceased in 1989, probate granted in 1990). The appellant refused on 30.04.2013 under Section 111 of the Companies Act, 1956. No timely appeal was filed within two months (by 30.06.2013). Section 58 came into force on 12.09.2013; a fresh appeal (C.P. No. 31/2014) was filed on 07.02.2014 with a delay condonation application (C.A. No. 81/2014).[3][4][5][6][7][8][9][10]
CLB and High Court Decisions: CLB condoned the delay on 27.05.2016, citing respondent's London residence, procedural issues, and justice considerations; held the petition maintainable earlier. High Court dismissed the appellant's appeal under Section 10F, upholding CLB.[11][12][13] (!) [14][16] (!)
Issues: (I) Whether CLB (quasi-judicial body) could condone delay under Section 58(3); (II) Retrospective application of Section 433 (applying Limitation Act to NCLT/NCLAT).[18][32] (!) (!)
Analysis and Holdings:
- Section 58(3) prescribes strict 30/60-day limits for appeals to CLB (transitional authority pre-01.06.2016); no power to condone delay absent express statutory grant. (!) (!) [33][37][108][109][110][129]
- Limitation Act applies only to courts, not quasi-judicial bodies like CLB unless expressly empowered (e.g., via proviso for extension or adoption like Section 433); CLB's powers under Section 10E(4C) are limited, excluding limitation discretion.[38][39][40][42][51][56][90]
- Principles of Section 14 (exclusion of bona fide time) may apply analogously to quasi-judicial bodies, but not Section 5 (discretionary extension/condonation), due to mechanistic differences: extension adjusts limitation period (discretionary, elastic "sufficient cause"); exclusion restores position without delay attribution (mandatory, fixed conditions).[59][62][63][65][66][70][71][75][77][78][79][84][90]
- No inherent power (Regulation 44), CLB Regulations (25/43), or Section 29(2) Savings confer condonation; simpliciter limits are mandatory, not directory.[99][100][104][106][111][119][120][126][127]
- Section 433 (w.e.f. 01.06.2016) not retrospective to CLB; remedy time-barred pre-Section 58; no vested rights affected reversely.[130][131][144][145]
Conclusion: CLB lacked jurisdiction to condone delay; High Court erred. Appeal allowed; CLB/High Court orders set aside. (!) [160][161][162]
Legal Category Hierarchy
Table of Contents
2. Whether quasi-judicial bodies possess inherent power to condone delay — Applicability of Limitation Act, 1963 to tribunals — Retrospective effect of Section 433, Companies Act, 2013. (Para 18 , 19 , 20 , 21 , 22 , 25 , 26 , 27 , 28 , 29 , 30 )
3. Limitation Act applies to courts, not tribunals, unless expressly stated — Distinction between discretionary extension under Section 5 and mandatory exclusion under Section 14. (Para 38 , 40 , 42 , 44 , 46 , 48 , 51 , 53 , 55 , 57 , 62 , 64 , 66 , 70 , 75 , 84 , 88 , 90 , 94 , 99 , 103 , 106 , 120 , 124 , 127 )
4. Quasi-judicial bodies cannot condone delay under Section 5, Limitation Act, 1963, without express statutory empowerment; limitation periods in special laws are mandatory. (Para 51 , 84 , 90 , 127 , 160 )
5. Appeal allowed — Impugned judgment and order of the High Court set aside. (Para 162 )
6. Does the Limitation Act, 1963 apply to quasi-judicial bodies or tribunals?
No, the Act applies only to civil courts. Quasi-judicial bodies cannot apply its provisions, including the power to condone delay under Section 5, unless specifically and expressly empowered by the governing special legislation. (Para 42 , 48 , 51 )
7. Can the principles of Section 14 be used to condone delay under Section 5 for tribunals?
No. Section 14 provides for mandatory exclusion of time to restore a litigant's right, whereas Section 5 involves the discretionary extension of the limitation period. These are conceptually distinct mechanisms and are not interchangeable. (Para 62 , 75 , 84 )
8. Are limitation periods prescribed in special statutes directory or mandatory?
They are mandatory and compulsive. Unless the statute expressly confers power to condone delay, the prescribed period must be strictly abided by, regardless of whether the word may is used in the provision. (Para 126 , 127 , 128 )
9. Does Section 433 of the Companies Act, 2013 apply retrospectively to the Company Law Board?
No. Section 433 empowers the NCLT and NCLAT to apply the Limitation Act. It cannot be borrowed to grant similar powers to the CLB, as they are different bodies created at different times with different powers. (Para 130 , 132 )
JUDGMENT
J.B. PARDIWALA, J.:
For the convenience of exposition, this judgment is divided into the following parts:-
| INDEX | |
| A. | FACTUAL MATRIX |
| B. | DECISION OF THE CLB |
| C. | THE IMPUGNED DECISION |
| D. | SUBMISSIONS OF THE PARTIES |
| I. | Submissions on behalf of the appellant company |
| II. | Submissions on behalf of the respondent |
| E. | ISSUES FOR DETERMINATION |
| 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. |
| 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 |
| b. | Decisions of this Court as regards the application of Section 5 of the Act, 1963 to quasi-judicial bodies or tribunals |
| c. | Whether the principles underlying certain provisions of the Act, 1963 could be made applicable to quasi-judicial bodies or tribunals. |
| i. | The difference between the principles underlying Sections 5 and 14 of the Act, 1963 respectively |
| ii. | The decision of this Court in International Asset Reconstruction Company of India Limited |
| 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? |
| d. | How Section 58(3) of the Act, 2013 which is a simpliciter provision prescribing a limitation period, must be construed |
| 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? |
| G. | CONCLUSION |
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 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 co
