THE PROPERTY COMPANY (P) LTD v. ROHINTEN DADDY MAZDA
Applicability of the Limitation Act, 1963 to Quasi-Judicial Bodies: The Company Law Board's Power to Condon Delay under the Companies Act, 2013.
Court: Supreme Court of India
Citation: 2026 INSC 33
Decision Date: 07-01-2026
List of Laws
The Companies Act, 2013; The Companies Act, 1956; The Limitation Act, 1963; Code of Civil Procedure, 1908; The Arbitration and Conciliation Act, 1996; The Recovery of Debts and Bankruptcy Act, 1993; The Foreign Exchange Management Act, 1999; The Foreign Exchange Regulation Act, 1973; The Special Court (Trial of Offences Relating to Transactions in Securities) Act, 1992; General Clauses Act
- Facts: A respondent sought registration of inherited shares in The Property Company (P) Ltd. after a 23-year delay following probate. The company refused. The respondent filed an appeal with the Company Law Board (CLB) under Section 58(3) of the Companies Act, 2013, with a 249-day delay. The CLB condoned the delay, citing the respondent's London residence and initial misfiling under the repealed Companies Act, 1956. The company appealed to the High Court, which upheld the CLB's decision.
- Procedural Posture: The Property Company (P) Ltd. appealed the High Court's decision to the Supreme Court via a Special Leave Petition, challenging the CLB's authority to condone the delay.
- Issue: Did the CLB, as a quasi-judicial body, have the power to condone the delay in filing an appeal under Section 58(3) of the Companies Act, 2013, considering the applicability of the Limitation Act, 1963, and the retrospective effect of Section 433 of the Companies Act, 2013?
- Holding: The Supreme Court held that the CLB did not have the power to condone the delay. The appeal was allowed, and the High Court's judgment was set aside.
- Reasoning: The Court reasoned that the Limitation Act, 1963 applies strictly to courts, not quasi-judicial bodies like the CLB, unless expressly stated in the governing statute. Section 58(3) of the Companies Act, 2013, does not explicitly grant the CLB the power to condone delay. The Court distinguished between "exclusion of time" (Section 14 of the Limitation Act) and "extension of time" (Section 5), noting that Section 5 involves discretionary power not applicable to the CLB in this case. Section 433 of the Companies Act, 2013, which empowers the NCLT and NCLAT to apply the Limitation Act, 1963, cannot be applied retrospectively to the CLB. The Court emphasized that limitation periods are generally mandatory and that the savings provision under Section 29(2) of the Limitation Act, 1963, is irrelevant when the special law concerns proceedings before a quasi-judicial body. The Court also stated that the power to condone delay cannot be inferred from the CLB Regulations saving the inherent powers of the Bench.
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