Case Note & Summary
The dispute centered on the condonation of a 249-day delay in filing an appeal under Section 58(3) of the Companies Act, 2013 before the Company Law Board, where the appellant company contested the power of the CLB, a quasi-judicial body, to extend the limitation period. The respondent, a shareholder by inheritance, sought registration of the transmission of shares bequeathed to him by his mother, but the appellant company refused in April 2013. At the time, the appeal lay under Section 111 of the Companies Act, 1956 with a two-month limitation that expired on 30 June 2013. The respondent, residing in London, made no immediate move. On 12 September 2013, the Companies Act, 2013 came into force, replacing Section 111 with Section 58. The respondent then filed a petition under the old section in December 2013, which was returned as defective. A fresh proceeding under Section 58 was initiated on 7 February 2014, accompanied by an application under Regulation 44 of the Company Law Board Regulations, 1991 for condonation of delay. The appellant company objected, contending that the CLB lacked the power to condone the delay, as the Companies Act, 2013 did not expressly confer such authority on the CLB, and Section 5 of the Limitation Act, 1963 did not apply to quasi-judicial bodies. The CLB condoned the delay on 27 May 2016, noting the respondent's residence abroad, the change in law, and the interests of justice. The High Court at Calcutta dismissed the company's appeal on 16 December 2016, affirming the CLB's order. Aggrieved, the company approached the Supreme Court, which granted leave to appeal. The main issues framed for determination were: (1) whether the CLB, being a quasi-judicial body, could condone the delay under Section 5 of the Limitation Act, 1963 in respect of an appeal under Section 58(3) of the Companies Act, 2013; and (2) whether Section 433 of the Companies Act, 2013 should be applied retrospectively in the present circumstances. The judgment extract did not include the Supreme Court's analysis and final decision, thereby preventing a complete assessment of the appellate outcome.
Headnote
The provided judgment extract does not contain the analysis and conclusion; headnote cannot be framed.
Issue of Consideration
1. Whether the Company Law Board, being a quasi-judicial body, has the power to condone delay under Section 5 of the Limitation Act, 1963 in respect of an appeal under Section 58(3) of the Companies Act, 2013? 2. Whether Section 433 of the Companies Act, 2013 must be applied retrospectively in the facts and circumstances of the case?
Case Details
2026 LawText (SC) (01) 33
Civil Appeal No. 92 of 2026 (Arising out of SLP (Civil) No. 3906 of 2017)
The Property Company (P) Ltd.
Subscribe to unlock Case Details (Citation, Judge, Date & more)
Subscribe Now
Nature of Litigation
Appeal against the High Court's order affirming the Company Law Board's decision to condone a 249-day delay in filing an appeal under Section 58(3) of the Companies Act, 2013, concerning the refusal of registration of transmission of shares.
Remedy Sought
The appellant company sought to set aside the CLB's condonation of delay and the High Court's affirmation thereof, thereby preventing the hearing of the respondent's appeal on merits. The respondent sought registration of transmission of 20 shares and condonation of delay.
Filing Reason
The appellant company refused to register the transmission of shares bequeathed to the respondent by his mother despite a probated will. The respondent initially delayed in taking action, then filed under incorrect provisions due to change in law, leading to a delay of 249 days in filing the correct appeal under the new Companies Act, 2013.
Previous Decisions
The CLB condoned the delay of 249 days on 27.05.2016. The High Court at Calcutta dismissed the appellant's appeal on 16.12.2016, affirming the CLB's order. The Supreme Court granted leave to appeal.
Issues
Whether the Company Law Board, being a quasi-judicial body, has the power to condone delay under Section 5 of the Limitation Act, 1963 in respect of an appeal under Section 58(3) of the Companies Act, 2013.
Whether Section 433 of the Companies Act, 2013 must be applied retrospectively in the facts and circumstances of the case.
Judgment Excerpts
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.
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 probate of Will.
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?
Procedural History
On 30.11.1990, the respondent obtained probate of his mother's will bequeathing 20 shares of the appellant company to him. The appellant company refused registration of the transmission on 30.04.2013. Under the erstwhile Companies Act, 1956, Section 111 prescribed a two-month limitation period to appeal against refusal, which expired on 30.06.2013. The Companies Act, 2013 came into effect on 12.09.2013, replacing Sections 111 and 111A with Sections 58 and 59. The respondent filed an appeal under Section 111A on 13.12.2013 before the CLB, but it was defective due to the change in law. On 07.02.2014, the respondent filed a fresh appeal under Section 58 of the 2013 Act along with an application for condonation of 249 days delay (C.A. No. 81 of 2014). The appellant company challenged the maintainability of the petition; the CLB held it maintainable on 09.01.2015, and the High Court and Supreme Court affirmed that order on 26.02.2015 and 03.08.2015 respectively. The CLB condoned the delay on 27.05.2016. The High Court dismissed the appellant's appeal against the condonation on 16.12.2016. The Supreme Court granted leave to appeal in the present case.
Acts & Sections
- Companies Act, 2013: 58, 59, 433
- Companies Act, 1956: 111, 111A
- Code of Civil Procedure, 1908: Order XXIII Rule 1(4)
- Limitation Act, 1963: 5, 14
- Company Law Board Regulations, 1991: Regulation 44
