Statutory transfer of pending company proceedings overrides earlier saving of High Court jurisdiction and sends the matter to Tribunal.

A pending company petition under the Companies Act, 1956 was held to have stood transferred to the Tribunal once Section 434(1)(c) of the Companies Act, 2013 came into force. The later provision was treated as a comprehensive transfer mandate covering all pending proceedings before the High Court or District Court, leaving no room for the earlier transitional saving in Section 68 of the Companies (Amendment) Act, 1988 to preserve High Court jurisdiction. The limited exception in the Companies (Removal of Difficulties) Fourth Order, 2016 did not apply because orders had not been reserved. The earlier saving provision was therefore impliedly repealed to the extent of inconsistency, and the High Court ceased to have jurisdiction.

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Issues: Whether a company petition under the Companies Act, 1956 pending in the High Court since 1988 continued to remain within the High Court's jurisdiction after Section 434(1)(c) of the Companies Act, 2013 came into force, notwithstanding Section 68 of the Companies (Amendment) Act, 1988.

Analysis: Section 68 of the 1988 Amendment Act was only a transitional provision preserving pending matters before the High Court when that amendment took effect. By contrast, Section 434(1)(c) of the Companies Act, 2013 contains a clear mandate that all proceedings under the Companies Act, 1956 pending before a High Court or District Court stand transferred to the Tribunal. The later provision is absolute in language, leaves no room for exception in the present case, and is irreconcilable with the earlier saving provision. The Court also noted the limited exception created by the Companies (Removal of Difficulties) Fourth Order, 2016, which did not apply because orders had not been reserved in the present proceeding. Applying the principles against implied repeal and in favour of harmonious construction only where reconciliation is possible, the Court held that the two provisions cannot stand together.

Conclusion: Section 68 of the Companies (Amendment) Act, 1988 stood impliedly repealed to the extent of inconsistency, and the pending company petition stood transferred to the National Company Law Tribunal. The High Court no longer had jurisdiction to continue the proceeding.

Final Conclusion: The proceeding was directed to be transmitted to the National Company Law Tribunal and treated as disposed of so far as the High Court is concerned.

Ratio Decidendi: Where a later statutory transfer provision uses clear and comprehensive language covering all pending proceedings in the field, an earlier transitional saving of High Court jurisdiction must yield to it to the extent of irreconcilable inconsistency, resulting in automatic transfer by operation of law.

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