2016 (12) TMI 1148 - Tri - Companies Law

NCLT Jurisdiction Over Transferred Cases Upheld Based on Old Companies Act Provisions

The tribunal held that NCLT has jurisdiction to adjudicate transferred matters under Sections 163 and 219 of the old Companies Act. It determined that the ... NCLT jurisdiction to deal with the cases filed under Section 163 & 219 of the old Act - jurisdiction conferred upon CLB under Section 163 & 219 of the old Act has now been omitted under the corresponding Sections 94 & 136 in the Companies Act 2013 - Held that:- Gazette Notification dated 01.06.2016 say that the Central Government, by invoking Section 434(1)(a) of the new Act, has stated that all matters of CLB shall stand transferred to the National Company Law Tribunal and it shall dispose of such matters or proceedings or cases in accordance with the provisions of the Companies Act, 2013 or the Companies Act, 1956. NCLT has jurisdiction to deal with the transferred matter filed under Sections 163 & 219 of the old Act, therefore, the point raised by the Petitioner saying NCLT has no jurisdiction to decide the cases filed under Sections 163 & 219 before CLB and transferred under Section 434 of the new Act has no merit, therefore this Bench has decided the issue of the maintainability in all these Petitions mentioned above against the Petitioner. Issues Involved:1. Jurisdiction of NCLT to adjudicate matters under Sections 163 and 219 of the Companies Act, 1956.2. Applicability of Sections 94 and 136 of the Companies Act, 2013 to the transferred cases.3. Interpretation of Section 434 and Section 465 of the Companies Act, 2013.4. Relevance of Section 6 of the General Clauses Act, 1897 in the context of the repealed Companies Act, 1956.5. Validity of the Gazette Notifications dated 31.03.2015 and 01.06.2016.Issue-wise Detailed Analysis:1. Jurisdiction of NCLT to adjudicate matters under Sections 163 and 219 of the Companies Act, 1956:The petitioner argued that NCLT lacks jurisdiction to handle cases filed under Sections 163 and 219 of the Companies Act, 1956, as these sections have been omitted in the corresponding Sections 94 and 136 of the Companies Act, 2013. The petitioner sought dismissal of the petitions on this ground. The respondents countered that NCLT has jurisdiction due to the savings clause in Section 465 of the new Act and the Gazette Notification dated 01.06.2015, which allows NCLT to dispose of transferred matters under either the old or new Act.2. Applicability of Sections 94 and 136 of the Companies Act, 2013 to the transferred cases:The petitioner contended that since the new Act does not confer jurisdiction on NCLT under Sections 94 and 136, the cases should be dismissed. The respondents maintained that the matters should be decided under the provisions of the old Act, as the cause of action arose before the new Act came into force. The tribunal noted that the acts giving rise to the petitions occurred before the notification date of Sections 94 and 136 of the new Act, thus falling under the purview of the old Act.3. Interpretation of Section 434 and Section 465 of the Companies Act, 2013:The petitioner relied on Section 434, which mandates that transferred matters be disposed of in accordance with the new Act. The respondents argued that Section 465, dealing with repeal and savings, preserves the applicability of the old Act for actions and proceedings initiated before the new Act's commencement. The tribunal clarified that Section 434 is primarily for transferring pending proceedings, while Section 465 governs the repeal and savings, ensuring that the old Act's provisions apply to pre-existing actions.4. Relevance of Section 6 of the General Clauses Act, 1897 in the context of the repealed Companies Act, 1956:The respondents cited Section 6 of the General Clauses Act, which stipulates that the repeal of an enactment does not affect any legal proceeding or remedy in respect of any right, privilege, obligation, or liability acquired under the repealed enactment. The tribunal agreed, stating that Section 6 ensures that actions initiated under the old Act continue to be governed by its provisions, notwithstanding the repeal.5. Validity of the Gazette Notifications dated 31.03.2015 and 01.06.2016:The petitioner referenced the Gazette Notification dated 31.03.2015, which delegated powers under Section 94 of the new Act to Regional Directors, arguing that this divests NCLT of jurisdiction. The respondents highlighted the Gazette Notification dated 01.06.2016, which explicitly allows NCLT to dispose of transferred matters under either the old or new Act. The tribunal found the latter notification valid, affirming NCLT's jurisdiction over the transferred cases.Conclusion:The tribunal concluded that NCLT has jurisdiction to adjudicate the transferred matters under Sections 163 and 219 of the old Act. The tribunal held that the cases should be decided based on the provisions of the old Act, as the cause of action and filing dates predate the new Act's notification. The tribunal dismissed the petitioner's argument on maintainability, affirming that the transferred cases are within NCLT's jurisdiction.The tribunal's decision underscores the importance of the savings clause in Section 465 and the applicability of Section 6 of the General Clauses Act in preserving the jurisdiction and legal proceedings initiated under the repealed Companies Act, 1956.