TaxTMI 
TaxTMI 
2026 (4) TMI 1678
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..../BB/2025, in the matters of Smt. Kamalapuri Narasimaih Jayalakshimi and Anr. v. M/s. Vistara Media Private Limited and Ors, who has expressed his grievances against the impugned order rendered by the Ld. Tribunal in the Company Application C.A. No. 103/2025 filed in CP/74/2025. 2. CA No. 103/2025 was preferred by the Petitioners to the company petition, wherein they had sought a condonation of 36 days of delay that has chanced in preferring the petition under Section 58 of the Companies Act, 2013. By the virtue of the impugned order dated 06.02.2026, the delay that was sought to be condoned, has been condoned. It is the aspect of condonation of delay that is subject matter of challenge in the instant company appeal. 3. The Appellant / Respondent No. 2 in the company petition, questions the impugned order of condoning the delay of 36 days on grounds, that condonation of delay is not permissible within the ambit of the provisions contained under Section 58(3) of the Companies Act and that the delay ought not to have been condoned by the Ld. Tribunal, while exercising its inherent powers under Rule 11 of the NCLT Rules. Further, it has been submitted by the Ld. Counsel for the A....
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....on of law of the right to, any securities or interest of a member in the company, it shall within a period of thirty days from the date on which the instrument of transfer, or the intimation of such transmission, as the case may be, was delivered to the company, send notice of the refusal to the transfer or and the transferee or to the person giving intimation of such transmission, as the case may be, giving reasons for such refusal. (2) Without prejudice to sub-section (1), the securities or other interest of any member in a public company shall be freely transferable: Provided that any contract or arrangement between two or more persons in respect of transfer of securities shall be enforceable as a contract. (3) The transferee may appeal to the Tribunal against the refusal within a period of thirty days from the date of receipt of the notice or in case no notice has been sent by the company, within a period of sixty days from the date on which the instrument of transfer or the intimation of transmission, as the case may be, was delivered to the company. (4) If a public company without sufficient cause refuses to register the transfer of securit....
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.... issue, which would be required to be considered on merits at the stage, when Section 58 application is considered on merits by the Ld. Tribunal. And lastly, Respondent No. 5 & 6 in the company petition submitted that, owing to the fact that the Applicants / Respondent No. 1 & 2 herein, in the company appeal have not shown their due diligence and had stepped over their rights while mentioning the date of execution in Form SH-4, that they have not disclosed the date on which the instrument of transfer was allegedly delivered to Respondent No. 1 company and that, in the absence of there being a documentary proof, the delay, which has been sought to be condoned in the proceeding under Section 58 of the Companies Act ought not to be considered. 11. We make it very clear that in the proceedings of the company application CA No. 104/2025 in which the impugned order was passed the impugned order condoning the delay of 36 days, only Respondent No. 5 & 6, had filed theier objections, and the same has been narrated by this Appellate Tribunal in the preceding paragraphs. But the fact remains that, after passing of the impugned order of allowing the condoned delay application, the Responden....
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.... condone delay application at the behest of the Appellant remained uncontroverted. But still considering the arguments raised, we will precisely deal with the pleadings that has been raised in the condone delay application and the argument extended by the Ld. Counsel for the Appellant while opposing the said application, though orally, as well in the shape of the instant company appeal. The pleadings of the Applicants (Respondent No. 1 & 2 herein) in the company petition was that the Applicant No. 1 was appointed as an Additional Director of Respondent No. 1 Company on 24.08.2024, and she was illegally removed from the directorship. Subsequently, that even though she is said to have purchased 1,16,04,000 equity shares from Respondent No. 2, herein after paying a valuable consideration, and Applicant - 2 had purchased 1,13,25,000 equity shares and 1,03,93,652 optionally convertible preference shares from the Respondents, their names have not been entered in the Register of Members of the Respondent No. 3 company and therefore, directions may be issued to be enter their names in the Register of Members and to make them Directors in the said company. 14. The Applicant / Respondent ....
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.... should apparently show to be reasonable and acceptable under a common and reasonable prudence, which would be generally acceptable by simple rationale. 17. A very peculiar argument has been raised by the Ld. Counsel for the Appellant, that the memo dated 05.01.2026 had been filed by the Petitioner's counsel, not by the Petitioner. We are of the view that the Appellant is oblivious of the conditions, as it is produced in the shape of vakalat, in the judicial proceedings where the party to the proceedings intends his or her cause to be represented by a counsel. The vakalath itself is a contract between the Litigant and his Counsel and it confers within it the power to appear, argue, plead, sign and verify the pleadings including the present application, pleadings, and appeals, and even to take back the documents. These clauses contained in vakalatnama, in itself will vest a sufficient authority with the counsel to file a Memorandum on behalf of Respondent 1 & 2. Merely because a memo has been filed by the Counsel that in itself will not prevent the memo from being read for the purposes of seeking condonation of delay, more particularly when the contents or even the acceptabil....
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....by the doctor. In that eventuality, the Appellant cannot take the stand that the documents placed on record by the Applicants ought not to have been read in evidence for the purposes of condonation of delay. 21. The proceedings contemplated under Section 58 of the Companies Act, can be split into two parts. I. The preference of a CA No. 103/2025, would be a proceedings, which upon its adjudication will have no bearing on the main company petition, which is still to be decided independently. II. Restrictions of taking document on record to be read in evidence, would always be taken in context of the contents of the documents, which are being taken on record to be read in the principal proceedings, but not in a miscellaneous proceeding. 22. Hence, in a situation where the Appellant doesn't controvert the contents of the medical documents, and where, the said documents are only being utilized for the purposes of enabling the Ld. Tribunal to reach to a conclusion while exercising its inherent powers under Rule 11 of the NCLT Rules for condonation of delay, the uncontroverted documents can still be read by the Ld. Tribunal, for the purposes of considering the....
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....- "29. Savings.-(1) Nothing in this Act shall affect section 25 of the Indian Contract Act, 1872 (9 of 1872). (2) Where any special or local law prescribes for any suit, appeal or application a period of limitation different from the period prescribed by the Schedule, the provisions of section 3 shall apply as if such period were the period prescribed by the Schedule and for the purpose of determining any period of limitation prescribed for any suit, appeal or application by any special or local law, the provisions contained in sections 4 to 24 (inclusive) shall apply only in so far as, and to the extent to which, they are not expressly excluded by such special or local law. (3) Save as otherwise provided in any law for the time being in force with respect to marriage and divorce, nothing in this Act shall apply to any suit or other proceeding under any such law. (4) Sections 25 and 26 and the definition of "easement" in section 2 shall not apply to cases arising in the territories to which the Indian Easements Act, 1882 (5 of 1882), may for the time being extend." which prescribes that under special or local law, which prescribes for a suit, ....