POWER TO CONDONE DELAY LIES ONLY WITH COURTS, NOT TRIBUNALS UNLESS STATUTE EXPRESSLY PERMITS: SUPREME COURT

The Supreme Court of India delivered a landmark judgment in The Property Company P Ltd. versus Rohinten Daddy Mazda (Special Leave Petition (Civil) No. 3906 of 2017). This Judgment was delivered by the Two Judge Bench comprising Justice J.B. Pardiwala and Justice R.Mahadevan, dealt with complex questions concerning the authority of the Company Law Board (CLB) to condone delays in share transmission petitions under the Companies Act, 2013, particularly during the transitional phase following the enactment’s phased implementation.
Factual Background
The dispute originated from a straightforward commercial transaction involving share inheritance spanning decades. The Property Company P Ltd., held its register of members distinct from the beneficial ownership claims of the Respondent. Ms. Mehroo Mazda, the Respondent’s mother and a shareholder holding twenty equity shares, executed a will on June 19, 1987, bequeathing these shares to him. Her death occurred on July 22, 1989, with probate granted on November 30, 1990.
Remarkably, nearly twenty-three years elapsed before the Respondent’s advocates initiated transmission proceedings via letter dated March 1, 2013. The Company rejected the registration request on April 30, 2013. Within the two-month statutory window prescribed under the erstwhile Companies Act, 1956, the Respondent took no further action. Subsequently, another letter was dispatched on July 18, 2013, demanding registration and threatening legal proceedings.
The Respondent, a London-based practicing lawyer, returned to India in December 2013 and instructed his advocates to pursue legal remedies. The Petition was filed on December 13, 2013, under the previous Act. Following defect notifications, a revised petition was filed under Section 58 of the Companies Act, 2013, simultaneously seeking condonation of a 249-day delay through an Application.
Contentions of Parties
The Appellant Company’s Counsel contended that the CLB lacked authority to condone delays in filing appeals under Section 58(3) of the Companies Act, 2013, asserting that the Limitation Act, 1963, applies exclusively to civil courts and not quasi-judicial bodies. They emphasized that regulatory provisions should not circumvent statutory time-limits and that Section 433 of the Companies Act, 2013, which expressly applied the Limitation Act to tribunals, came into effect only on June 1, 2016, subsequent to the CLB’s order dated May 27, 2016.
The Respondent’s Counsel presented a contrary position, emphasizing that Section 58(3) contained no explicit prohibition against entertaining appeals beyond prescribed periods, unlike Section 34 of the Arbitration and Conciliation Act, 1996. They highlighted that Section 29(2) of the Limitation Act, 1963, mandates applicability of limitation provisions to special laws unless expressly excluded. Additionally, they argued that the High Court, exercising appellate jurisdiction, could consider legal changes occurring during proceedings, particularly Section 433’s coming into force.
Court’s Decision
The Supreme Court grappled with two paramount questions. First, it examined whether quasi-judicial bodies could possess inherent authority to condone delays or apply principles underlying limitation provisions without explicit statutory empowerment. Second, it determined whether Section 433 could receive retrospective application to CLB proceedings.
The Judgment traced an intricate jurisprudential path. The Court acknowledged the fundamental principle that the Limitation Act applies exclusively to courts as established in Town Municipal Council, Athani v. Presiding Officer, Labour Courts, Hubli (1969) 1 SCC 873 and confirmed through M.P. Steel Corporation v. Commissioner of Central Excise (2015) 7 SCC 58. The Judgment distinguished between Section 5 (discretionary extension) and Section 14 (mandatory exclusion) of the Limitation Act, finding that quasi-judicial bodies could invoke Section 14 principles for computation purposes but not Section 5’s discretionary extension framework.
The Court recognized that Regulation 44 of the Company Law Board Regulations, 1991, preserving inherent powers, cannot override statutory time-limits established in the substantive Act. However, the Judgment noted that Section 433’s coming into effect on June 1, 2016, fundamentally altered the legal landscape. Since an appeal before the High Court represented a continuation of original proceedings and not reaching finality, the High Court consider this change.
The Court upheld the CLB’s Order condonation and the High Court’s affirmation, recognizing that the Respondent had demonstrated reasonable conduct since 2013, the legislative transition created genuine procedural confusion and substantial justice favored transmission of legitimately inherited shares.
Conclusion
This Judgment addresses the intersection of limitation law and quasi-judicial tribunal authority during statutory transitions. While reaffirming that quasi-judicial bodies ordinarily lack power to extend time under Section 5 of the Limitation Act without express statutory authorization, the Supreme Court acknowledged that subsequent legislative amendments expressly conferring such powers could apply to pending proceedings where the original forum’s orders had not achieved finality. The Judgment provides critical guidance on interpreting statutory implementation phases and establishes that technical procedural delays need not obstruct substantive justice when legislative intent and conduct support the merits. For practitioners, this Judgment underscores the importance of careful statutory interpretation regarding quasi-judicial authority and highlights how courts balance procedural rigidity against equitable outcomes in succession and transmission matters.
YASH HARI DIXIT
LEGAL ASSOCIATE
THE INDIAN LAWYER AND ALIED SERVICES
Please log onto our YouTube channel, The Indian Lawyer Legal Tips, to learn about various aspects of the law. Our latest Video, titled “Child Adoption in India 2026 | Laws, Judgments and Process Explained | Advocate Sushila Ram Varma” can be viewed at the link below: