High Court dismisses Company Applications, retains jurisdiction over scheme, orders costs to Tamil Nadu Legal Services Authority. Court directs Registry to inform NCLT Chennai, schedules further hearings.

The High Court dismissed Company Application Nos. 413 and 414 of 2019 and Company Application No. 313 of 2021, retaining jurisdiction over all pending applications related to the scheme of compromise. The applicants were ordered to pay costs to the Tamil Nadu State Legal Services Authority. The Registry was directed to communicate the order to the NCLT, Chennai, in light of the pending application under Section 231(3) of CA 2013. The court scheduled further hearings for the pending applications.

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Issues Involved:
1. Transfer of applications to the National Company Law Tribunal (NCLT).
2. Jurisdiction of the High Court post-repeal of the Companies Act, 1956.
3. Implementation and supervision of the sanctioned scheme of compromise.
4. Res judicata and previous court orders.
5. Pending criminal proceedings and administrative actions.

Detailed Analysis:

1. Transfer of Applications to the NCLT:
Analog Financial Services Private Limited (Analog) filed applications seeking the transfer of specific applications to the NCLT, Chennai, based on amendments to the Companies Act, 2013 (CA 2013). The contention was supported by references to various Supreme Court judgments emphasizing the transfer of proceedings to the NCLT upon request by a party involved. However, the High Court concluded that the applications and proceedings related to the scheme of compromise are interconnected and should not be transferred piecemeal, as it would lead to fragmented adjudication and undermine the purpose of consolidation under one forum.

2. Jurisdiction of the High Court Post-Repeal of the Companies Act, 1956:
The High Court examined the applicability of Section 434(1)(c) and Section 465 of CA 2013. It was determined that these provisions should be interpreted harmoniously, allowing the High Court to retain jurisdiction over matters that were validly retained before the repeal of CA 1956. The court emphasized that the provisions of CA 1956 and the Companies (Court) Rules, 1959, continue to apply to retained matters, thus affirming the High Court's authority to adjudicate the current applications.

3. Implementation and Supervision of the Sanctioned Scheme of Compromise:
The scheme of compromise sanctioned on 30.04.2014 was not adhered to by either Analog or Viswapriya (India) Limited (Viswapriya). Consequently, the High Court appointed an Administrator to oversee the implementation. Given the failure to implement the scheme, the court retained jurisdiction to supervise and ensure compliance or order winding up if necessary. The court's role in supervising the scheme under Section 392 of CA 1956 was deemed crucial and not transferable to the NCLT.

4. Res Judicata and Previous Court Orders:
The High Court addressed the argument that a previous order dated 05.01.2017, which rejected the transfer of proceedings to the NCLT, operated as res judicata. The court found that the previous order was not erroneous and that the current applications for transfer were misconceived. The court reaffirmed its jurisdiction and authority to continue hearing the applications related to the scheme of compromise.

5. Pending Criminal Proceedings and Administrative Actions:
The court noted the ongoing criminal proceedings before the TNPID Court and the attachment of assets related to Viswapriya and its promoters. The Administrator had submitted multiple reports, and various applications by debenture holders were pending. The court emphasized the need to retain jurisdiction to effectively manage and adjudicate these interconnected matters, including the liquidation of Viswapriya and Analog if necessary.

Conclusion:
The High Court dismissed Company Application Nos. 413 and 414 of 2019 and Company Application No. 313 of 2021, retaining jurisdiction over all pending applications related to the scheme of compromise. The applicants were ordered to pay costs to the Tamil Nadu State Legal Services Authority. The Registry was directed to communicate the order to the NCLT, Chennai, in light of the pending application under Section 231(3) of CA 2013. The court scheduled further hearings for the pending applications.

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