THE PROPERTY COMPANY (P) LTD. v. ROHINTEN DADDY MAZDA

Citation: [2026] 1 S.C.R. 227; 2026 INSC 33

Court: Supreme Court of India

Bench: J.B. PARDIWALA , R MAHADEVAN

Judgment date: 2026-01-07

Case summary

2026 INSC 33. Supreme Court of India judgment dated 2026-01-07. THE PROPERTY COMPANY (P) LTD. v. ROHINTEN DADDY MAZDA. Read the judgment and case details on...

Judgment text

Supreme Court Reports [2026] 1 S. C. R. 227 : 2026 INSC 33 The Property Company (P) Ltd. v. Rohinten Daddy Mazda (Civil Appeal No. 92 of 2026) 07 January 2026 [J. B. Pardiwala* and R. Mahadevan, JJ. ] Issue for Consideration Issue arose whether the Company Law Board-CLB, being a quasi-judicial body, could be said to have the power to condone the delay in filing an appeal u/s. 58(3) of the Companies Act, 2013; that even if s. 5 of the Limitation Act, 1963, per say, could not be applied to quasi-judicial bodies, whether the principles underlying s. 5 of the 1963 Act be made applicable to an appeal u/s. 58(3) of the 2013 Act, instituted before the CLB; and that whether s. 433 of the 2013 Act, which was brought into force on 01. 06. 2016 in order to empower the NCLT and NCLAT respectively, to apply the provisions of the 1963 Act, could be given retrospective effect such that it applied to the CLB as well. † Headnotes Companies Act, 2013 – ss.

58(3), 433 – Refusal of registration and appeal against refusal – Power of the Company Law Board-CLB to extend time or condone delay u/s. 58(3): Held: Company Law Board-CLB, cannot condone the delay in filing an appeal u/s. 58(3) of the Act since the provisions of the 1963 Act 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 – Limitation Act, 1963. [Para 160 (iii)] Companies Act, 2013 – ss. 58(3), 433 – Limitation Act, 1963– ss. 5, 14 – Refusal of registration and appeal against refusal– Power of the Company Law Board-CLB to extend time or condone delay u/s. 58(3) – Respondent’s mother bequeathed the subject shares to the respondent through Will, of which * Author 228 [2026] 1 S. C. R.

the respondent obtained probate – After 23 years, the respondent sought registration of the transmission of the shares – Appellant company refused such registration – As per s. 111 of the “erstwhile Act-Companies Act, 1956, against such refusal the respondent was to file appeal within a period of two months, however, the respondent failed to take any action within the prescribed time period – Act of 2013 came into force, ss. 111 and 111A of the erstwhile Act replaced by s. 58 along with s. 59 – Respondent filed appeal u/s. 58 of the Act, 2013 before the CLB, along with an application u/Regn 44 seeking the condonation of delay of 249 days in preferring the appeal, which was allowed – Appeal thereagainst dismissed by the High Court – Issues before this Court: Company Law Board-CLB, being quasi-judicial body, if has the power to condone the delay in filing an appeal u/s. 58(3) – Even if s.

5 of the 1963 Act, per say, could not be applied to quasi-judicial bodies, the principles underlying s. 5 of the 1963 Act, if can be made applicable to an appeal u/s. 58(3), instituted before CLB – s. 433 of the 2013 Act, brought into force on 01. 06. 2016 in order to empower the NCLT and NCLAT, to apply the provisions of the 1963 Act, if could be given retrospective effect such that it applied to the CLB as well: Held: (i) Although the appeal u/s. 58(3) preferred by the respondent was made under the new provision of the Act, 2013, yet the body/ forum before which it was made i. e. , Company Law Board-CLB, was one constituted under the provisions of the erstwhile Act – According to s. 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) Provisions of the 1963 Act-provisions that lay down a prescribed period of limitation as well as ss. 4 to 24 of the 1963 Act, 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. (iii) Power to extend time u/s. 5 of the 1963 Act cannot be resorted to by statutory authorities, quasi-judicial bodies or tribunals, unless expressly indicated – When such authorities or bodies are deemed to be a court for certain limited or specified purposes, such a legal [2026] 1 S. C. R. 229 The Property Company (P) Ltd. v. Rohinten Daddy Mazda fiction must not be extended beyond the purpose for which the fiction was created so as to confer powers u/s. 5 of the 1963 Act as well. (iv) Principles underlying s.

14 of the 1963 Act could be applied to the provisions relating to quasi-judicial bodies, unless there is any express indication to the contrary in the wording and scheme of the said provision – However, there exists vital distinction between the principles underlying ss. 5 and 14 of the 1963 Act respectively. (v) Differences between the principles underlying ss. 5 and 14 of the 1963 Act respectively are, the exercise of a discretionary power vested in the courts and the mandatory provision independent of any exercise of discretion; “sufficient cause” which term by itself is subject to a good amount of elasticity and the well-defined conditions which must be met; and the extension of time and the exclusion of time. (vi) Principles underlying ss.

5 and 14 of the 1963 Act 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 prescribed period of limitation wherein he is entitled to file the appeal or application, as the case may be, as a matter of right. (vii) Mechanism envisaged u/s. 5 of the 1963 Act is proximally bound and tethered to the discretion with which a civil court is empowered and that u/s.

14 of the 1963 Act 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 – Moreover, the principles underlying ss. 5 and 14 of the 1963 Act 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 230 [2026] 1 S. C. R. Act, 1963 through a separate provision to the special law as a whole (akin to s. 433 of the 2013, Act). (viii) Regn.

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. (ix) Savings provision in the Act, 1963-s. 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 – Question whether a certain provision in a special or a local law expressly excludes the provisions of s. 4 to 24 of the Act, 1963 respectively arises only in pursuance of the savings provision u/s. 29(2) of the Act, 1963 – As a natural corollary, if s. 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. (x) Appeal u/s. 58(3) of the Act, 2013 preferred before the CLB-quasi-judicial body are being dealt with, it cannot be said that the principles underlying s. 5 of the Act, 1963 must be applied – s.

29(2) of the Act, 1963 is, of no relevance and there arises no occasion to examine whether s. 58(3) of the Act, 2013 “expressly excludes” the application of s. 5 of the Act, 1963. (xi) Simpliciter limitation period prescribed u/s. 58(3) of the Act, 2013 must not be read to be merely directory – 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. (xii) s. 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 s. 58(3) of the Act, 2013, let alone the coming into force of s.

433 of the Act, 2013 – Hence, the change in law cannot enure to the benefit of the respondent. Thus, the High Court erred in dismissing the statutory appeal filed u/s. 10F of the erstwhile Act and thereby, affirming the order of the CLB condoning the delay of 249 days in filing the appeal u/s. 58(3) of the Act, 2013 – Order passed by the High Court set aside – Company Law Board Regulations, 1991 – Regn 44 – Companies Act, 1956 – s. 10F. [Paras 160, 161] [2026] 1 S. C. R. 231 The Property Company (P) Ltd. v. Rohinten Daddy Mazda Companies Act, 2013 – Implementation of the provisions of the Act, 2013 in phases – Powers conferred upon the CLB – Discussed. [Paras 33-41] Limitation Act, 1963 – ss. 5 and 14 – Extension of prescribed period in certain cases – Exclusion of time of proceeding bona fide in court without jurisdiction – Difference between the principles underlying ss. 5 and 14 – Explained. [Paras 66-93] Case Law Cited Officer on Special Duty (Land Acquisition) and Another v.

Shah Manilal Chandulal and Others [1996] 2 SCR 366 : (1996) 9 SCC 414; Prakash H. Jain v. Marie Fernandes [2003] Supp. 3 SCR 1011 : (2003) 8 SCC 431; Om Prakash v. Ashwani Kumar Bassi [2010] 10 SCR 550 : (2010) 9 SCC 183; Commissioner of Sales Tax, U. P. , Lucknow v. Parson Tools and Plants, Kanpur [1975] 3 SCR 743 : (1975) 4 SCC 22 – relied on. Thirumalai Chemicals Limited v. Union of India and Others [2011] 4 SCR 838 : (2011) 6 SCC 739 – distinguished. Smt. Nupur Mitra v. Basubani Ltd. , 1999 SCC OnLine Cal 47; Mackintosh Burn Ltd. v. Sarkar Chowdhury Enterprises P. Ltd. 2015 SCC OnLine Cal 10466 – disapproved. M. P. Steel Corporation v. Commissioner of Central Excise [2015] 7 SCR 291 : (2015) 7 SCC 58; Canara Bank v. Nuclear Power Corporation of India Ltd. [1995] 2 SCR 482: (1995) Supp. 3 SCC 81; Lakshmi Narayan Guin v. Niranjan Modak [1985] 2 SCR 202 : AIR 1985 SC 111; Mardia Chemicals Ltd. v. Union of India [2004] 3 SCR 982 : (2004) 4 SCC 311; Gopal Sardar v.

Karuna Sardar [2004] 2 SCR 826 : (2004) 4 SCC 252; Dilip v. Mohd. Azizul Haque & Anr. [2000] 2 SCR 280 : (2000) 3 SCC 607; H. V. Rajan v. C. N. Gopal & Ors. (1975) 4 SCC 302; Town Municipal Council, Athani v. Presiding Officer, Labour Courts, Hubli and Others [1970] 1 SCR 51 : (1969) 1 SCC 873; Kerala State Electricity Board, Trivandrum v. T. P. Kunhaliumma [1977] 1 SCR 996 : (1976) 4 SCC 634; Ganesan v. Commission, Tamil Nadu Hindu Religious and Charitable Endowments Board and Others [2019] 7 SCR 102 : (2019) 7 SCC 108; Shivamma (Dead) by LRs v. Karnataka Housing Board, 2025 SCC OnLine SC 1969; Consolidated Engineering Enterprises v. Principal Secretary, Irrigation Department and Others [2008] 5 SCR 232 [2026] 1 S. C. R. 1108 : (2008) 7 SCC 169; Sakaru v. Tanaji [1985] Supp. 2 SCR 109 : (1985) 3 SCC 590; Sesh Nath Singh and Another v.

Baidyabati Sheoraphuli Co-operative Bank Limited and Another [2021] 3 SCR 806 : (2021) 7 SCC 313; International Asset Reconstruction Company of India Limited v. Official Liquidator of Aldrich Pharmaceuticals Limited and Others [2017] 10 SCR 199 : (2017) 16 SCC 137; Simplex Infrastructure Limited v. Union of India [2018] 14 SCR 676 : (2019) 2 SCC 455; Fairgrowth Investments Ltd. v. Custodian [2004] Supp. 5 SCR 505 : (2004) 11 SCC 472; B. K. Educational Services Private Limited v. Parag Gupta and Associates [2018] 12 SCR 794 : (2019) 11 SCC 633; Basubani Private Ltd. and Anr. v. Nupur Mitra and Ors. (Civil Appeal Nos. 5063-5064 of 1999); Mackintosh Burn Ltd. v. Sarkar and Chowdhury Enterprises Private Limited [2018] 3SCR83 : (2018) 5 SCC 575 – referred to. List of Acts Companies Act, 1956; Company Law Board Regulations, 1991; Code of Civil Procedure, 1908; Limitation Act, 1963.

List of Keywords Company Law Board-CLB; Quasi-judicial body; Power to condone delay in filing appeal; Retrospective effect; Refusal of registration and appeal against refusal; Power of Company Law Board. Case Arising From CIVIL APPELLATE JURISDICTION: Civil Appeal No. 92 of 2026 From the Judgment and Order dated 16. 12. 2016 of the High Court at Calcutta in APO No. 222 of 2016 Appearances for Parties Advs. for the Appellant(s): Ms. Nina Nariman, Ramesh N. Keswani, Pranav Singal, Ravi Raghunath Vachher, Arjun Vachher, Samarth Suri, R. N. Keswani. Advs. for the Respondent(s): Ms. Meenakshi Arora, Sr. Adv. , Indranil Ghosh, Ms. Sreya Basu Mallick, Plazer Moktan, Shuvashish Sengupta, Ankit Dey, Satya Mitra. [2026] 1 S. C. R. 233 The Property Company (P) Ltd. v. Rohinten Daddy Mazda Judgment / Order of the Supreme Court Judgment 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 c. Whether the principles underlying certain provisions of the Act, 1963 could be made applicable to quasi-judicial bodies or tribunals. ............................................................ 42 * Ed. Note: Pagination as per the original Judgment. 234 [2026] 1 S. C. R. 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 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 [2026] 1 S. C. R. 235 The Property Company (P) Ltd. v.

Rohinten Daddy Mazda have bequeathed the subject shares to the respondent through her last will and testament dated 19. 06. 1987. Eventually, the respondent is also said to have obtained a probate of her will on 30. 11. 1990. 4. Vide letter dated 01. 03. 2013, i. e. , after a gap of about 23 years from the date of obtaining the probate, the respondent’s advocate had sent a notice to the appellant company seeking registration of the transmission of the subject shares. However, within a period of two months, vide communication dated 30. 04. 2013, the appellant company had replied to the aforesaid notice and refused such registration. It is pertinent to note that, during this period, it was Section 111 of the erstwhile Companies Act, 1956 (hereinafter, the “Erstwhile Act”) which was in force.

Sub-sections (2) and (3) respectively of Section 111 stipulated that the person giving intimation of the transmission of shares may prefer an appeal against such refusal before the CLB, but that this must be done within a period of two months from the receipt of the notice of refusal from the 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 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 236 [2026] 1 S. C. R. 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. 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;” [2026] 1 S. C. R. 237 The Property Company (P) Ltd. v. Rohinten Daddy Mazda 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 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. (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. 238 [2026] 1 S. C. R. (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 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 [2026] 1 S. C. R. 239 The Property Company (P) Ltd. v. Rohinten Daddy Mazda 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: “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. 240 [2026] 1 S. C. R. reported in (1995) Supp (3) SCC 81 and a decision rendered 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 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. [2026] 1 S. C. R. 241 The Property Company (P) Ltd. v. Rohinten Daddy Mazda 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 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 242 [2026] 1 S. C. R. 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 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. [2026] 1 S. C. R. 243 The Property Company (P) Ltd. v.

Rohinten Daddy Mazda 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:- “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 244 [2026] 1 S. C. R. 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 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 [2026] 1 S. C. R. 245 The Property Company (P) Ltd. v. Rohinten Daddy Mazda 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. 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. 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. 246 [2026] 1 S. C. R. 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 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 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 [2026] 1 S. C. R. 247 The Property Company (P) Ltd. v. Rohinten Daddy Mazda 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. 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? 248 [2026] 1 S. C. R. 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. 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 [2026] 1 S. C. R. 249 The Property Company (P) Ltd. v. Rohinten Daddy Mazda 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 ; (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 250 [2026] 1 S. C. R. 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 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. 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 [2026] 1 S. C. R. 251 The Property Company (P) Ltd. v. Rohinten Daddy Mazda 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 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, 252 [2026] 1 S. C. R. 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 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 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 [2026] 1 S. C. R. 253 The Property Company (P) Ltd. v. Rohinten Daddy Mazda 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 inP. K. Parwalv. 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 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 254 [2026] 1 S. C. R. 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) 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. [2026] 1 S. C. R. 255 The Property Company (P) Ltd. v. Rohinten Daddy Mazda 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 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 256 [2026] 1 S. C. R. 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. -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. (SeeNational 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 [2026] 1 S. C. R. 257 The Property Company (P) Ltd. v.

Rohinten Daddy Mazda 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 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 inNityananda Joshi casehas rightly thrown doubt on the two-Judge Bench decision of this Court inAthani Municipal Council casewhere 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 inAthani 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) 258 [2026] 1 S. C. R. 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 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) 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: [2026] 1 S. C. R. 259 The Property Company (P) Ltd. v. Rohinten Daddy Mazda “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. 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 260 [2026] 1 S. C. R. 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 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 [2026] 1 S. C. R. 261 The Property Company (P) Ltd. v. Rohinten Daddy Mazda 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) 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. 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, 262 [2026] 1 S. C. R.

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 a limited purpose as indicated therein. Consequently

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