Limitation Act 1963 not apply to quasi-judicial bodies or tribunals unless empowered

Provisions of the Limitation Act, 1963 not apply to quasi-judicial bodies or tribunals, unless they are specifically empowered in that regard – Supreme Court 

In a recent judgment, Hon’ble Supreme Court has held that provisions of the Limitation Act, 1963 apply only to suits, applications or appeals made under any law to ‘courts’ and not to quasi-judicial bodies or tribunals, unless such quasi-judicial bodies or tribunals are specifically empowered in that regard.

ABCAUS Case Law Citation:
4974 (2026) (01) abcaus.in SC

The appellant company was a private limited company having fully paid-up equity shares. The mother of the respondent was a shareholder, holding 20 shares in the company who two years prior to her demise, bequeathed her shares to the respondent through her last will. The respondent also said obtained a probate of her will.

After a gap of about 23 years from the date of obtaining the probate, the respondent sent a notice to the appellant company seeking registration of the transmission of the shares. However, the appellant company refused the registration.

The erstwhile Companies Act, 1956, in Section 111 stipulated a time limit of two months for appealing against refusal before the CLB, but that this must be done within a period of two months from the receipt of the notice of refusal from the company. The said period of two months lapsed on 30.06.2013 and the respondent failed to take any action in this regard within the prescribed time period.

It was the case of the respondent that on or about 09.07.2013, he was a resident of London which led to delay. It was also pointed out that provisions of section 58 along with Section 59 (which corresponds to Sections 111 and 111A of the erstwhile Act) had been brought into effect on 12.09.2013 only.

The CLB condoned the delay of 249 days in filing appeal by the respondent. Aggrieved, the appellant company approached the Hon’ble High Court who vide impugned order dismissed the appeal filed and affirmed the order passed by the Company Law Board in condoning the delay.

The following issues were framed for determination by the Hon’ble Supreme Court (a) the implementation of the provisions of the Act, 2013 in phases and the powers conferred upon the CLB in the period between 12.09.2013 and 01.06.2016? (b) Whether the CLB, being a quasi-judicial body, could be said to have the power to condone the delay in filing an appeal under Section 58(3) of the Act, 2013? (c) Whether Section 433 of the Companies Act, 2013 must be made retrospectively applicable or the change in law during the pendency of the appeal must be taken into account in the facts and circumstances of the present case?

The conclusion reached by the Hon’ble Supreme Court can be summarised as under:

i. The appeal under Section 58(3) of the Act, 2013 preferred by the respondent was filed during the period between 12.09.2013 and 01.06.2016. Therefore, although the appeal was made under the new provision of the Act, 2013, yet the body/forum before which it was made i.e., the CLB, was one constituted under the provisions of the Erstwhile Act. According to Section 10E(4C) of the Erstwhile Act, the CLB was a court only in the restricted sense. There existed no express provision which empowered the CLB to apply the provisions of the Limitation Act, 1963 to the proceedings and appeals before itself.

ii In multiple decisions emphasis has been placed on which institution/body is seeking to employ the provisions of the Act, 1963 or exercise the powers conferred under the Act, 1963.

iii. The provisions of the Act, 1963 (provisions that lay down a prescribed period of limitation as well as Sections 4 to 24 of the Act, 1963 respectively) would only apply to suits, applications or appeals, as the case may be, which are made under any law to ‘courts’ and not to those made before quasi-judicial bodies or tribunals, unless such quasi-judicial bodies or tribunals are specifically empowered in that regard.

iv Hon’ble Supreme Court has unequivocally held that the power to extend time under Section 5 of the Act, 1963 cannot be resorted to by statutory authorities, quasi-judicial bodies or tribunals, unless expressly indicated. It has been clarified that when such authorities or bodies are deemed to be a court for certain limited or specified purposes, such a legal fiction must not be extended beyond the purpose for which the fiction was created so as to confer powers under Section 5 of the Act, 1963 as well.

v. Hon’ble Supreme Court has developed a body of jurisprudence indicating that the principles underlying Section 14 of the Act, 1963 could be applied to the provisions relating to quasi-judicial bodies, unless there is any express indication to the contrary in the wording and scheme of the said provision. However, there exists a vital distinction between the principles underlying Sections 5 and 14 respectively.

vi. The differences between the principles underlying Sections 5 and 14 of the Act, 1963 respectively are as follows – First, one pertains to the exercise of a discretionary power vested in the courts and the other is a mandatory provision independent of any exercise of discretion; Secondly, one refers to “sufficient cause” which term by itself is subject to a good amount of elasticity and the other has delineated well-defined conditions which must be met; and Lastly, one deals with the extension of time while the other is concerned with the exclusion of time.

vii The principles underlying Sections 5 and 14 of the Act, 1963 respectively, cannot be analogously applied to proceedings before quasi-judicial bodies because in the former, the courts exercise their discretion in extending and more specifically, adjusting the prescribed period of limitation itself to create a fresh period of limitation. No entitlement as a matter of right arises vis-à-vis extension of time. Whereas, in the latter, the prescribed period of limitation remains intact, no delay is attributed to the litigant and the time during which the abortive proceeding was being prosecuted is expunged in the eyes of the law to place the litigant back or restore his position within the prescribed period of limitation wherein he is entitled to file the appeal or application, as the case may be, as a matter of right.

viii The mechanism envisaged under Section 5 is proximally bound and tethered to the discretion with which a civil court is empowered and that under Section 14 is anchored on restoring the right of a litigant to institute an appeal or application, as the case may be, within the prescribed period of limitation. Both provisions work in the interest of the litigant and seek to further the cause of substantive justice, however, the kind and nature of the power exercised under the two provisions, as well as the mechanism envisaged therein, are quite distinct.

ix Moreover, the principles underlying Sections 5 and 14 of the Act, 1963 respectively also stand on a different footing for the reason that when the legislature has intended to grant powers of extension of time, the same has been expressly indicated either through the manner in which the concerned provision is phrased (more often than not through a proviso) or by the adoption of the Act, 1963 through a separate provision to the special law as a whole (akin to Section 433 of the 2013, Act)

x. The decision M.P. Steel would not apply analogously to a situation when the principles underlying Section 5 of the Act, 1963 are sought to be applied by quasi-judicial bodies which aren’t empowered in that regard.

xi. Regulation 44 of the CLB Regulations which saves the inherent power of the CLB would not enable the CLB to extend time for the filing of the appeal or the application itself, as the case may be.

xii In Ganesan (supra), it has been settled that the savings provision in the Act, 1963 i.e., Section 29(2), is of no relevance when the special or local law deals with a suit, appeal or application, as the case may be, which is to be filed before a quasi-judicial body. The question whether a certain provision in a special or a local law expressly excludes the provisions of Sections 4 to 24 of the Act, 1963 respectively arises only in pursuance of the savings provision under Section 29(2) of the Act, 1963. As a natural corollary, if Section 29(2) is, by itself, inapplicable to a particular case then there would be no need to look into or analyse whether there is any express exclusion.

xiii An exception to the aforesaid, i.e., a reason why one would still look at whether Sections 4 to 24 of the Act, 1963 respectively are “expressly excluded” irrespective of the application of Section 29(2) of the Act, 1963, is when the argument that the principles underlying those provisions of the Act, 1963, must be applied, is being explored. xiv The simpliciter limitation period prescribed under Section 58(3) of the Act, 2013 must not be read to be merely directory. The presence of any additional pre-emptory language in the form of “but not thereafter” or “shall” would not always be necessary to convey that the prescribed period is mandatory

xiv Section 433 of the Act, 2013 which empowers the NCLT and the NCLAT respectively to apply the provisions of the Act, 1963, as far as may be, to the proceedings and appeals before itself, cannot be borrowed to signify the existence of a similar power with respect to the CLB. Moreover, the remedy of the respondent was already time-barred before the coming into force of Section 58(3) of the Act, 2013, let alone the coming into force of Section 433 of the Act, 2013. Hence, the change in law cannot enure to the benefit of the present respondent. Accordingly, the Hon’ble Supreme Court held that High Court committed an error in dismissing the statutory appeal filed under Section 10F of the Erstwhile Act and affirming the order of the CLB condoning the delay of 249 days in filing the appeal under Section 58(3) of the Act, 2013.

As a result, the appeal was allowed and the impugned judgement and order of the High Court was set-aside.

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