2025 (6) TMI 202 - AT - Companies Law

Initiation of winding up proceedings under Section 271 and 272 of the Companies Act 2013 against M/s Blackberry Projects Private Limited - sufficient cause to condone the delay in filing the appeal beyond the statutory limitation period prescribed under Section 421 of the Companies Act 2013 - HELD THAT - The appellant at two places in para 5 of the IA No. 1324 of 2024 and in list of dates at page 6 and 7 of the appeal paper book has admitted that the copy of the impugned order was communicated to him by the official liquidator on 02.11.2023. If the limitation is counted from the date of the order more than 200 days have elapsed. Even accepting the best case of the appellant that he had come to know of the impugned order on 02.11.2023 it is found that the appeal has been e-filed on 08.02.2024 which is beyond the period of 90 days. It is noted that in the list of dates the date of appeal is given as 05.02.2024. The date given in the memo of parties at page 2 of the appeal paper book is 02.02.2024. As per the Registry the appeal was e-filed on 08.02.2024. The claim of the Learned Counsel for the Appellant that the appeal was filed on 30.01.2024 is not borne out from the records and is not correct. According to the provisions of Section 421 of the Companies Act 2013 the limitation for filing of appeal is 45 days which can be extended by a further period not exceeding 45 days if the Tribunal is satisfied that the appellant was prevented by sufficient cause from filing the appeal within time - Even if the contentions of the appellant are accepted that the impugned order was received by him on 02.11.2023 it is found that there is delay beyond condonable period in filing the present appeal. If the period from 02.11.2023 to 08.02.2024 is counted it comes to delay of 54 days beyond the statutory limitation of 45 days. Conclusion - On seeing the provisions of Section 421 empower this Tribunal to condone the maximum delay of 45 days in filing the appeal beyond the period of 45 days initially allowed. It is also found that no sufficient cause has been given by the appellant in its IA for condonation of delay. Even otherwise the period of delay is 54 days which is beyond the powers of condonation of this Tribunal. Appeal dismissed.

Summary

Issues Presented and Considered

The core legal questions considered by the Appellate Tribunal (AT) in this matter were:

• Whether the appeal against the order dated 07.06.2023 passed by the National Company Law Tribunal (NCLT), Kolkata, admitting the winding-up petition filed by the Registrar of Companies (RoC) under Sections 271 and 272 of the Companies Act, 2013, was filed within the prescribed limitation period.
• Whether the appellant demonstrated sufficient cause to condone the delay in filing the appeal beyond the statutory limitation period prescribed under Section 421 of the Companies Act, 2013.
• The interpretation and application of the limitation provisions under Section 421 of the Companies Act, 2013, specifically regarding the maximum permissible extension for filing an appeal.

Issue-wise Detailed Analysis

Limitation Period for Filing Appeal and Condonation of Delay

Relevant Legal Framework and Precedents: The limitation period for filing an appeal against an order of the Tribunal (NCLT) is governed by Section 421 of the Companies Act, 2013. Sub-section (3) mandates that every appeal must be filed within 45 days from the date the order is communicated to the aggrieved party. The proviso allows for an extension of an additional 45 days if the Appellate Tribunal is satisfied that the appellant was prevented by sufficient cause from filing within the initial 45-day period. Therefore, the maximum permissible delay condonable by the Tribunal is 45 days beyond the initial limitation period.

Court's Interpretation and Reasoning: The Tribunal examined the timeline of the impugned order and the filing of the appeal. The order of the NCLT was dated 07.06.2023. The appellant admitted that the order was communicated to him on 02.11.2023, when the Official Liquidator took physical possession of the registered office of the company. Counting limitation from this date, the appeal was e-filed on 08.02.2024, which is 54 days beyond the 45-day limitation period.

The Tribunal scrutinized the appellant's claim that the appeal was filed on 30.01.2024. However, the official registry records showed the appeal was e-filed on 08.02.2024, and the appellant's claim was not supported by documentary evidence. The Tribunal also noted inconsistencies in the dates mentioned by the appellant in the appeal paper book.

Key Evidence and Findings: The appellant's application for condonation of delay (IA No. 1324 of 2024) stated that the delay was due to the appellant only becoming aware of the impugned order on 02.11.2023 and the difficulty in arranging legal representation in New Delhi. However, the Tribunal found no sufficient cause to justify the delay beyond the statutory period. The appellant's admitted delay of 54 days exceeded the maximum condonable period of 45 days under Section 421.

Application of Law to Facts: The Tribunal applied the statutory limitation framework strictly. Even assuming the appellant's contention that limitation should start from the date of receipt of the order (02.11.2023), the appeal was filed beyond the permissible period. The Tribunal emphasized that the maximum condonable delay is 45 days beyond the initial 45 days, and the appellant's delay of 54 days was outside this limit.

Treatment of Competing Arguments: The appellant argued that the limitation should be computed from the date of knowledge of the order, and that the delay was non-deliberate and caused by genuine difficulties in securing legal assistance. The Tribunal acknowledged these contentions but found them insufficient to constitute "sufficient cause" under Section 421. The Tribunal also rejected the appellant's claim regarding the actual date of filing, as it was not supported by official records.

Conclusions: The Tribunal concluded that the appeal was barred by limitation and that the appellant failed to provide sufficient cause for condonation of delay beyond the statutory maximum. Consequently, the application for condonation of delay was dismissed, and the appeal was rejected.

Significant Holdings

The Tribunal succinctly articulated the limitation principle under Section 421, emphasizing the statutory cap on condonation of delay:

"According to the provisions of Section 421 of the Companies Act, 2013, the limitation for filing of appeal is 45 days which can be extended by a further period not exceeding 45 days, if the Tribunal is satisfied that the appellant was prevented by sufficient cause from filing the appeal within time."

Further, the Tribunal held:

"Even if the contentions of the appellant are accepted that the impugned order was received by him on 02.11.2023, we find that there is delay beyond condonable period in filing the present appeal... the period of delay is 54 days, which is beyond the powers of condonation of this Tribunal. Hence, IA No. 1324 of 2024 deserves to be dismissed and is hereby dismissed. In consequence of dismissal of application for condonation of delay, the Company Appeal No. 62 of 2024 is also rejected."

The core principle established is the strict adherence to limitation periods prescribed under the Companies Act, 2013, and the limited discretion of the Appellate Tribunal to condone delay only up to 45 days beyond the initial 45-day period. The Tribunal underscored that mere difficulty in arranging legal representation or delayed knowledge of the order does not automatically constitute sufficient cause for condonation.

On the issue of limitation and condonation, the final determination was the dismissal of the application for condonation of delay and consequent rejection of the appeal as barred by limitation.