The Property Company (P) Ltd vs. Rohinten Daddy Mazda

REPORTABLE
2026 INSC 33

IN THE SUPREME COURT OF INDIA
CIVIL APPELLATE JURISDICTION
CIVIL APPEAL NO. 92 OF 2026
(Arising out of S.L.P (Civil) No. 3906 of 2017)


THE PROPERTY COMPANY (P) LTD. …APPELLANT(S)

VERSUS

ROHINTEN DADDY MAZDA …RESPONDENT(S)



J U D G M E N T








Signature Not Verified

Digitally signed by
CHANDRESH
Date: 2026.01.07
15:59:25 IST
Reason:


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

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c. Whether the principles underlying certain provisions of the
Act, 1963 could be made applicable to quasi-judicial bodies or
tribunals. ...................................................................................... 42
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

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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

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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

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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 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.

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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; ”


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

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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.

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(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.
(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

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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
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:


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“ 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. reported in (1995) Supp (3) SCC 81 and a decision rendered

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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

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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.


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

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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 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

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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.

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:-


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"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
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

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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
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.

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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.

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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.

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

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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

Special Leave Petition (Civil) No. 3906 of 2017 Page 19 of 99


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
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.

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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.


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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 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 ;

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(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
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

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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.


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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
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

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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,
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

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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

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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 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 in P.K. Parwal v. 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

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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 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)


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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.


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

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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 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.

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-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. (See National 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 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

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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 in Nityananda Joshi case has
rightly thrown doubt on the two-Judge Bench decision of this
Court in Athani Municipal Council case where 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 in Athani
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)


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

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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)


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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:
“ 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.


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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 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

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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 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)


Special Leave Petition (Civil) No. 3906 of 2017 Page 38 of 99


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.


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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, 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

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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 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

Special Leave Petition (Civil) No. 3906 of 2017 Page 41 of 99


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
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.


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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.


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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
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 in Consolidated 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

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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. 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:

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“ 44. The two-Judge Bench in M.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.

Explanation.—The fact that the appellant or the applicant
was misled by any order, practice or judgment of the High

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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

Special Leave Petition (Civil) No. 3906 of 2017 Page 47 of 99


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 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.


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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
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.


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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
be open for the court to disallow the Section 14(2) application for any
ancillary reason.

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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

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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 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

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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 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

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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.


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83. To illustrate , if the prescribed period of limitation for preferring some
appeal/application is 180 days, and say, the litigant prefers the same
th
appeal/application on the 300 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
th
proceeding from the 120 day - Here, the effect of a Section 14
application would be that, if its pre-requisites are fulfilled, the clock
th
is turned back and the applicant is placed, yet again, on the 120 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 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

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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

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provision dealing with “computation of the period of
limitation”. It is only after the process of computation is
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

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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:

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.

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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 of
Section 5 of the Act, 1963 altogether. The decision of this Court in
Sesh Nath Singh and Another v. Baidyabati Sheoraphuli Co-

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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)
and Nclat.

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 in B.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/Nclat has 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)


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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.

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

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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 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

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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

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power to extend time or condone delay to quasi-judicial bodies or
tribunals. The exercise must be rooted in vigilance and not haste.

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

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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
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:


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“ 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

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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
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.


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(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
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

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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 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

Special Leave Petition (Civil) No. 3906 of 2017 Page 69 of 99


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.


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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.


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)

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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
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.


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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

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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 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’.

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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
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).

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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
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,

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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.
In R. Rudraiah v. 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 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:

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“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 application may be 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
idiot may institute suits. It cannot be contended that the
word “may” in these sections indicates that the prescribed
periods were merely directory. This Court in Mangu
Ram v. 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:
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

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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.


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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.

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.


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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.

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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
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.

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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 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. “


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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

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already barred on the date of their coming into operation, nor
do they have the effect of extinguishing a right of action
subsisting on that date. Bennion on Statutory 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

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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 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

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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

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the Act, 2013. If such an argument is accepted then it would have the
consequence of affecting vested rights.

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’

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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
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

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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

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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).

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

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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,

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having already 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

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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
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

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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

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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
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.

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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.

xiv. Presently, we are dealing with an appeal under Section 58(3) of
the Act, 2013 preferred before the CLB – a quasi-judicial body.

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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

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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.


………………………..J.
(J. B. PARDIWALA)


………………………...J.
(R. MAHADEVAN)

New Delhi,
th
7 January, 2026.

Special Leave Petition (Civil) No. 3906 of 2017 Page 99 of 99