2015 (10) TMI 2774 - HC - Companies Law

Jurisdiction - power of Company Law Board lacked authority in receiving the petition - time limitation - whether the Company Law Board lacked authority in receiving the petition under Section 58 of the Companies Act, 2013 beyond the period envisaged in sub-section (4) thereof? - HELD THAT - Section 58(4) of the Act permits an application 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 recognised 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 the 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. Application dismissed.

Summary

Issues:
- Interpretation of Section 58(4) of the Companies Act, 2013 regarding the authority of the Company Law Board to receive petitions beyond the specified time limits.

Analysis:
The judgment in question revolves around the interpretation of Section 58(4) of the Companies Act, 2013, specifically concerning the authority of the Company Law Board to receive petitions beyond the time limits prescribed in the provision. The primary question raised was whether the Company Law Board had the jurisdiction to accept a petition under Section 58 of the Act after the expiration of the stipulated time frames. The provision allows for applications to be filed within specific time limits, benefiting transferees of shares in a public company. The time frames are set at 60 days from the date of refusal to register the transfer or 90 days from the delivery of the transfer instrument to the company without any communication regarding its status.

The judgment clarifies that while Section 58(4) establishes these time limits for filing applications, it does not explicitly prohibit the Company Law Board from accepting petitions or applications beyond the specified periods. The court emphasized that the principles of the Limitation Act, 1963 are applicable to matters within the purview of the Company Law Board, regardless of the terminology used in the relevant provision. This implies that the Board retains the authority to receive petitions even after the lapse of the prescribed time limits, by applying the relevant principles of the Limitation Act.

Ultimately, the court dismissed the appeal and accompanying application, APO No.448 of 2015 and ACO No.199 of 2015, as the legal issue raised was deemed to be without merit. The judgment concluded that since the provision does not explicitly bar the acceptance of petitions or applications after the specified time limits, the question of law raised held no significance. Therefore, the dismissal was made without delving into the substantive content of the order, and no costs were awarded in the matter. The judgment also directed the provision of urgent certified website copies of the order to the concerned parties upon application, subject to compliance with necessary formalities.