2016 (12) TMI 1808 - HC - Companies Law

Whether the Company Law Board lacked authority in receiving the petition under Section 58 of the Companies Act, 2013 beyond the period prescribed in sub-section 4 thereof? HELD THAT - 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. 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. Application dismissed.

Issues Involved:
1. Authority of the Company Law Board (CLB) under Section 58 of the Companies Act, 2013.
2. Applicability of Section 5 of the Limitation Act, 1963 to CLB.
3. Jurisdiction of the CLB in condoning delays and the retrospective application of Section 433 of the Companies Act, 2013.

Issue-wise Detailed Analysis:

1. Authority of the Company Law Board (CLB) under Section 58 of the Companies Act, 2013:
The core issue was whether the CLB had the authority to receive a petition under Section 58 of the Companies Act, 2013 beyond the prescribed period. The facts revealed that the petitioner applied for the transfer of shares on 1st March 2013, which was refused by the company on 30th April 2013. The petitioner then filed a petition under the old Act on 13th December 2013 and subsequently under the new Act on 7th February 2014. The appellant argued that the CLB lacked jurisdiction to condone the delay as Section 58(4) did not permit any enlargement of time beyond the prescribed periods. However, the court concluded that the CLB had the authority to entertain the petition even after the expiry of the stipulated period, considering the principles of the Limitation Act, 1963.

2. Applicability of Section 5 of the Limitation Act, 1963 to CLB:
The appellant contended that Section 5 of the Limitation Act, 1963, which allows for the extension of the prescribed period, applies only to courts and not to quasi-judicial bodies like the CLB. The appellant cited several Supreme Court decisions to support this argument. Conversely, the respondent argued that the principles of the Limitation Act should apply to the CLB, citing recent judgments that supported this view. The court referred to Section 433 of the Companies Act, 2013, which explicitly makes the Limitation Act applicable to proceedings before the Tribunal, thus supporting the respondent's argument. The court also noted that the appellate jurisdiction allowed it to consider changes in law to ensure complete justice.

3. Jurisdiction of the CLB in condoning delays and the retrospective application of Section 433 of the Companies Act, 2013:
The appellant argued that Section 433, which makes the Limitation Act applicable to the Tribunal, could not be applied retrospectively to the pending proceedings. The court, however, observed that an appeal is a continuation of the original proceeding, and the appellate court can consider changes in law. The court cited several decisions to support the view that the provisions of the Limitation Act could be applied to pending proceedings to prevent manifest injustice. The court emphasized that the CLB had the power to condone delays under Section 5 of the Limitation Act, as supported by the Supreme Court's decision in Canara Bank vs. Nuclear Power Corporation of India Ltd.

Conclusion:
The court found no reason to interfere with the CLB's order, concluding that the legal issues raised by the appellant were devoid of merit. The appeal was dismissed, affirming the CLB's authority to condone delays and apply the principles of the Limitation Act to the proceedings. The court highlighted the importance of ensuring justice and preventing multiplicity of proceedings by considering changes in law during the appellate process.

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