Regional Director vs Mayfair Hotels & Resorts Limited

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NATIONAL COMPANY LAW APPELLATE TRIBUNAL PRINCIPAL BENCH NEW DELHI COMPANY APPEAL (AT) No.243 of 2025 & IA NO.5950 OF 2025 In the matter of: Regional Director Appellant Vs Mayfair Hotels & Resorts Ltd & Anr Respondent For Appellant: Mr. Durga Dutt, Mr. Pradeep Yadav, Mr. Devendra Rao Madhav, Advocate For Respondent: Ms. Amrita Panda and Mr. Shivang Berry, Advocate ORDER

HYBRID MODE 28.11.2025: This appeal is filed against an impugned order dated 20.12.2024

passed by the Learned NCLT Cuttack Bench in CP(CAA) No.1/CB/2024 in

CA(CAA) No.13/CB/2023. There is a delay of 220 days in filing the appeal.

Administrative reasons are alleged for such huge delay and the delay is prayed

to be condoned.

2. We have heard the arguments advanced by both the counsels. Admittedly

the appeal has been belatedly preferred on 11.09.2025 against an order dated

20.12.2024 passed by Ld. NCLT whereby the Ld. NCLT, Cuttack Bench has

approved the scheme of amalgamation. It is not out of place to mention the

Respondents duly filed Form INC-28 dated January 02, 2025 to notify the

Scheme of Amalgamation to the Registrar of Companies, has been approved by 2

ROC on January 10, 2025. Despite this admitted position, appellant belatedly

filed the instant Appeal in the teeth of Section 421(3) of the Companies Act, 2013

which categorically bars filing of an Appeal beyond a period of forty-five days

from the date of receipt of the copy of the order, with a proviso this Tribunal may

entertain an appeal within further forty-five days after the expiry of aforesaid

period, if there is a sufficient cause of delay. Section 421(3) of the Act is

reproduced hereunder: -

Section 421(3) - Every appeal under sub-section (1) shall be filed within a period of forty-five days from the date on which a copy of the order of the Tribunal is made available to the person aggrieved and shall be in such form, and accompanied by such fees, as may be prescribed:

Provided that the Appellate Tribunal may entertain an appeal after the expiry of the said period of forty-five days from the date aforesaid, but within a further period not exceeding forty-five days, if it is satisfied that the appellant was prevented by sufficient cause from filing the appeal within that period.

3. Admittedly, there is a delay of more than nine months in filing the instant

appeal after the order was passed on December 20, 2024 which does not only

exceed the forty-five days of limitation but also exceeds the peremptory limit of

further forty-five days under Section 421 of Companies Act, 2013. In Bengal

Chemists & Druggists Association V Kalyan Chowdhury (2018) 3 SCC 41, the

Hon'ble Supreme Court held the period of limitation under Section 421(3)

requires a strict compliance, without which second time-limit of 45 days would

be rendered otiose. The relevant portion of the judgement is extracted

hereunder: -

Another very important aspect of the case is that 45 days is the period of limitation, and a further period not exceeding 45 days is provided only if sufficient cause is made out for filing the appeal within the extended period. 3

According to us, this is a peremptory provision, which will otherwise be rendered completely ineffective, if we were to accept the argument of learned counsel for the appellant. If we were to accept such argument, it would mean that notwithstanding that the further period of 45 days had elapsed, the Appellate Tribunal may, if the facts so warrant, condone the delay. This would be to render otiose the second time limit of 45 days, which, as has been pointed out by us above, is peremptory in nature.

4. The Appellant has heavily relied on Section 15(2) of the Limitation Act,

1963 to contend the time spent in obtaining the sanction from the Ministry of

Corporate Affairs should be excluded in computing the limitation for filing the

instant Appeal. Such reliance on Section 15(2) of the Limitation Act, 1963

appears to be misconceived in view of Section 433 of the Companies Act, 2013

which specifically provide the provisions of the Limitation Act, 1963 shall apply

to the Companies Act, 2013 "as far as may be", as noted by the Hon'ble Supreme

Court in Bengal Chemists (Supra). Accordingly, Section 15(2) (supra) evidently

cannot come to the aid of the appellant in a situation where there is a special

provisions contained in Section 421(3) proviso, which mandates compliance with

the prescribed timeline in preferring an appeal.

5. Admittedly, in Bengal Chemists (supra), the only grace period available is

of further 45 days per Section 421(3) (supra) and within this period the sufficient

causes of delay can be deliberated upon, and if we look into the reason of nine-

month delay, then as held in Bengal Chemists (supra), Section 421 would be

rendered otiose.

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6. In the circumstances we see no reason to condone the delay, hence IA

No.5950/2025 is dismissed. Consequently, Company Appeal (AT) No.243/2025

is also dismissed.

(Justice Yogesh Khanna) Member (Judicial)

(Mr. Ajai Das Mehrotra) Member (Technical) Bm/A.B.