Court Rules High Court's Jurisdiction in Company Matters Ousted by Implication Post-Amendment: Implications for Pending Cases

The court ruled that the High Court's jurisdiction in company matters can be ousted by implication post-amendment, transferring all pending proceedings to the National Company Law Tribunal (NCLT) under Section 434(1)(c) of the Companies Act, 2013. The terms "all" and "including" were interpreted broadly, necessitating the transfer of all relevant cases. Section 68 of the Amendment Act, 1988, was deemed inconsistent and impliedly repealed. The winding-up order for a specific company before the amendments did not require transfer to the NCLT. The appeal by secured creditors was upheld, clarifying the limited scope of the court's prior decision.

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Issues Involved:
1. Jurisdiction of the High Court in company matters post-amendment.
2. Transfer of proceedings to the National Company Law Tribunal (NCLT).
3. Interpretation of terms "all" and "including" in Section 434(1)(c) of the Companies Act, 2013.
4. Applicability of Section 68 of the Amendment Act, 1988.

Detailed Analysis:

1. Jurisdiction of the High Court in Company Matters Post-Amendment:
The primary issue was whether the High Court retains jurisdiction over company matters following legislative amendments. The judgment referenced a prior decision in the case of India Steam Laundry (P) Limited, which addressed whether the jurisdiction of the High Court could be ousted by implication. The court concluded that the jurisdiction of the High Court in company matters could be ousted by implication, as the special jurisdiction conferred by the Companies Act, 1956, can be repealed by the amendment of the enactment that conferred such jurisdiction.

2. Transfer of Proceedings to the National Company Law Tribunal (NCLT):
The court examined whether ongoing proceedings should be transferred to the NCLT following amendments to Section 434 of the Companies Act, 2013. The judgment clarified that the transfer of proceedings is not at the discretion of the parties but is mandated by legislative changes. Specifically, the term "all" in Section 434(1)(c) was interpreted expansively to include all matters pending before the District Courts and High Courts, which must be transferred to the NCLT.

3. Interpretation of Terms "All" and "Including" in Section 434(1)(c) of the Companies Act, 2013:
The court addressed the interpretation of the terms "all" and "including" in Section 434(1)(c). It was determined that these terms are extensive and expansive, meaning that all proceedings under the Companies Act, 1956, including those pending before the District Courts and High Courts, must be transferred to the NCLT. This interpretation was crucial in determining the scope of matters to be transferred.

4. Applicability of Section 68 of the Amendment Act, 1988:
The judgment also touched upon whether Section 68 of the Amendment Act, 1988, continues to subsist following the enactment of Section 434(1)(c) of the Companies Act, 2013. The court held that the transitional provision in Section 68 of the Amendment Act, 1988, is inconsistent with the new provision and is therefore impliedly repealed.

Impact on Current Proceedings:
The court noted that the winding-up order for New Central Jute Mills Company Limited was passed on June 14, 2016, before the relevant amendments and notifications. Consequently, there was no requirement for the winding-up proceedings to be transferred to the NCLT. The appeal from the winding-up order does not fall under the purview of matters to be transferred to the NCLT, as per the Companies Act, 2013, or any related notifications.

Conclusion:
The objection raised by the secured creditors, IIBI Limited and IFCI Limited, regarding the maintainability of the appeal was overruled. The court emphasized that the decision in India Steam Laundry (P) Limited is confined to cases of oppression and mismanagement and does not impact other company proceedings. The matters concerning New Central Jute Mills Company Limited (in liquidation) were scheduled to appear one week after the puja vacation.

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