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TMI Blog1999 (2) TMI 696X X X X Extracts X X X X X X X X Extracts X X X X ..... ondonation of the delay under Section 5 of the Limitation Act, 1963. 2. Before considering the arguments of counsel on the application, it is essential to narrate the facts of these appeals. The appellants purchased 3,050 shares of the company from one Shri R. Raghuraman on March 20, 1980, and 100 shares from one Shri Aggarwal on April 16, 1990. These shares were lodged along with the instruments of transfer with the company. Shri Vimal Gupta, the appellant herein, was at that time the joint managing director of the company. In a board meeting held on June 30, 1990, which was attended by Shri Vimal Gupta, the board passed a resolution refusing registration of transfer on two grounds, viz., the instruments of transfer were not properly stamped and executed and the transfer of the shares was likely to result in disproportionate holding and would, therefore, be prejudicial to the interests of the company and its shareholders. Subsequently, the appellant raised the matter of transfer of these shares in various board meetings and also sent reminders in writing about the registration of transfer and the request was deferred for consideration in subsequent meetings. On March 21, 1992, ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... learned judge held, after examining the provisions of the Limitation Act and the Companies Act, that the Company Law Board had the jurisdiction to condone the delay in the filing of the appeals. Accordingly, the case was remanded to the Company Law Board to decide the question as to whether the delay in filing the appeal before the Company Law Board could be condoned and the appellant was also given the liberty to make a proper application for condonation of delay, if not already made, before the Company Law Board. Accordingly, the appellants have now filed an application for condoning the delay and the respondents have filed their reply. 3. When the application was taken up for consideration, we advised the parties to amicably settle the matter by which the appellants were to sell the impugned shares as well as other shares registered in their names to the respondents' group. While both the sides agreed to this suggestion, yet they could not agree on the price for shares and as such the settlement efforts failed. 4. When the application was heard, B. K. Rao, advocate for the respondents, submitted that the provisions of the Limitation Act are not applicable to the Compa ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... , he raised the matter of transfer of shares in various board meetings of the company held on March 31, 1990, April 21, 1990, June 30, 1990, August 30, 1990, November 25, 1990, February 15, 1991, April 17, 1991, May 15, 1991, and June 28, 1991. In addition he has also sent reminders to the company in this regard on February 15, 1991, May 15, 1991, and June 20, 1991. In other words, according to him, the question of moving the Company Law Board never arose as he was trying to get the registration of transfer done in an amicable manner. Only when he found that there was no response from the company, he issued a notice to the company on March 21, 1992, ' in terms of Section 113(3) of the Act and in response to this notice, the company by a letter dated March 31, 1992, formally informed the appellants that the registration of transfer had been rejected. Even though the registration of transfer was refused in a meeting held on June 30, 1990, in subsequent meetings the matter was being reviewed by the board and even the last board meetings attended by him on June 28, 1991, the matter was again deferred. Thereafter, the appellant ceased to be a director of the company and, therefore, ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... rder dated June 13, 1995, the Bench had taken the view that till the appellant was informed in writing about the refusal of transfer, he had no cause of action to file an appeal, the learned judge of the High Court has rejected this view. Therefore, the appellant was bound to have filed the appeals either within two months from June 30, 1990, or within four months from the date of lodgment of the transfer instruments with the company. However, he filed the appeals only in the month of April, 1992. In other words, there has been a delay of nearly two years in filing these appeals. Since this application for condonation is under Section 5 of the Limitation Act, we have to examine the question of condonation in terms of this section. This section reads : Extension of prescribed period in certain cases.--Any appeal or any application, other than an application under any of the provisions of Order XXI of the Code of Civil Procedure, 1908 (5 of 1908) , may be admitted after the prescribed period, if the appellant or the applicant satisfies the court that he had sufficient cause for not preferring the appeal or making the application within such period 8. In view of the above pr ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ver, the impression sufficient cause in Section 5 must receive a liberal construction so as to advance substantial justice and generally, delays in bringing the appeals 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 . There are very many other decisions of the Supreme Court reiterating the principle that in condonation of delay, the courts should lean towards a justice-oriented approach and that this doctrine should be applied in a rational, common sense and pragmatic manner. 11. From the above, it is abundantly clear that in case of condonation of delay the facts of each case should be kept in mind and as long as there is no gross negligence or deliberate inaction or lack of bona fides imputable to the party seeking condonation, the court should take a pragmatic view in considering the prayer for condonation of the delay. Applying this principle, if we examine the application before us, it is apparent that even though the appellant was present in the meeting on June 30, 1990, when the board took a decision to refuse registration of transf ..... X X X X Extracts X X X X X X X X Extracts X X X X
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