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of <h1>Share transfer references dismissed for late filing; Limitation Act not applicable; Company Law Board's ruling</h1> The Company Law Board dismissed 24 references filed by an applicant-company concerning share transfers as they were not filed within the prescribed ... - Issues Involved:1. Withdrawal of references.2. Condonation of delay in filing references.3. Applicability of the Limitation Act, 1963.4. Maintainability of references.Summary:1. Withdrawal of References:The applicant-company sought permission to withdraw references in 35 cases involving shares, which was allowed as the company agreed to transfer the shares in the name of the transferee. Thus, the present order covers only the remaining 24 references.2. Condonation of Delay in Filing References:All 24 references were filed beyond the two-month period stipulated u/s 22A(4) of the Securities Contracts (Regulation) Act, 1956. The applicant-company filed separate applications for condonation of delay in only nine cases. The applicant-company argued that the large volume of share transfer applications made it physically impossible to complete scrutiny and reach a decision within the stipulated time. They sought condonation of delay u/r 40 of the Company Law Board (Bench) Rules, 1975, and invoked the inherent powers of the Company Law Board u/r 41 to meet the ends of justice.3. Applicability of the Limitation Act, 1963:The applicant-company contended that the provisions of the Limitation Act, 1963, are applicable to the proceedings before the Company Law Board. They argued that the Securities Contracts (Regulation) Act does not specifically exclude the application of sections 4 to 24 of the Limitation Act. They cited various judicial precedents to support their argument that the Company Law Board should be treated as a court for the purposes of Section 5 of the Limitation Act, which permits condonation of delay.4. Maintainability of References:The respondents argued that the Company Law Board is not a court, and therefore, the provisions of the Limitation Act are not applicable. They contended that the statutory period of two months for forming an opinion by the board of directors is mandatory and cannot be extended. The respondents also pointed out that the applicant-company did not adequately explain the delay for each day and did not file an application for condonation while making the reference.Judgment:The Company Law Board held that the provisions of the Limitation Act, 1963, are applicable only to proceedings before a court and not to quasi-judicial tribunals or executive authorities. The Company Law Board is not a court, and the Securities Contracts (Regulation) Act does not empower it to extend the prescribed period of limitation or condone the delay. Consequently, the 24 references made by the applicant-company were dismissed as they were not filed within the prescribed period of two months and were therefore not maintainable.
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