IMPORTANT POINT
Limitation – Any period beyond prescribed period during which Court or Tribunal has discretion to allow a person to institute proceedings, cannot be taken to be prescribed period.

JUDGMENT :

V. Ramasubramanian, J.

Challenging an order passed by the National Company Law Appellate Tribunal (hereinafter referred to as 'NCLAT') dismissing an application for condonation of delay as well as an appeal as time barred, the appellants have come up with the above appeals.

2. We have heard Mr. Gunjan Singh, learned counsel for the appellants and Mr. Sajan Poovayya, learned Senior Counsel who accepts notice on behalf of the first respondent.

3. The appellants herein together claim to hold 24.89% of the shares of a company by name Upper Assam Plywood Products Private Limited, which is the first respondent herein. The appellants moved an application before the Guwahati Bench of the National Company Law Tribunal (hereinafter referred to as 'NCLT') for the winding up of the company. The said petition was dismissed by the NCLT by an order dated 25.10.2019.

4. According to the appellants, they applied for a certified copy of the order of the NCLT dated 25.10.2019, on 21.11.2019 (though the appellants have claimed in the Memo of Appeal that they applied for a certified copy on 21.11.2019, the copy application filed as Annexure P-1 bears the date 22.11.2019).

5. According to the appellants, the certified copy of the order dated 25.10.2019 passed by the NCLT was received by their counsel on 19.12.2019, pursuant to the copy application made on 21.11.2019.

6. Though the appellants admittedly received the certified copy of the order on 19.12.2019, they chose to file the statutory appeal before NCLAT on 20.07.2020. The appeal was filed along with an application for condonation of delay.

7. By an order dated 04.08.2020, the Appellate Tribunal dismissed the application for condonation of delay on the ground that the Tribunal has no power to condone the delay beyond a period of 45 days. Consequently the appeal was also dismissed. It is against the dismissal of both the application for condonation of delay as well as the appeal, that the appellants have come up with the present appeals.

8. The contentions raised by the learned counsel for the appellants are two-fold namely (i) that the Appellate Tribunal erred in computing the period of limitation from the date of the order of the NCLT, contrary to Section 421(3) of the Companies Act, 2013, and (ii) that the Appellate Tribunal failed to take note of the lockdown as well as the order passed by this Court on 23.03.2020 in Suo Motu Writ Petition (Civil) No.3 of 2020, extending the period of limitation for filing any proceeding with effect from 15.03.2020 until further orders.

9. Let us now test the correctness of the contentions one by one.

Contention-1

10. Section 420(3) of the Companies Act, 2013 mandates the NCLT to send a copy of every order passed under Section 420(1) to all the parties concerned. Section 420(3) reads as follows:

"420. Orders of Tribunal -

(1) xxxx

(2) xxxx

(3) The Tribunal shall send a copy of every order passed under this section to all the parties concerned".

11. Rule 50 of the National Company Law Tribunal Rules, 2016 also mandates the Registry of the NCLT to send a certified copy of the final order to the parties concerned free of cost. However, Rule 50 also enables the Registry of the NCLT to make available the certified copies with cost as per schedule of fees in all other cases (meaning thereby 'to persons who are not parties'). Rule 50 reads as follows :-

"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 the schedule of fees, in all other cases."

12. Section 421(1) provides for a remedy of appeal to the Appellate Tribunal as against an order of NCLT. Sub-Section (3) of Section 421 prescribes the period of limitation for filing an appeal and the proviso thereunder confers a limited discretion upon the Appellate Tribunal to condone the delay. Sub-Section (3) of Section 421 together with the proviso thereunder reads as fo