Pre-admission winding up petitions may transfer to NCLT, and contempt fails without wilful disobedience.

Pre-admission winding up petitions that had not reached any irreversible stage were to be transferred to the NCLT where insolvency proceedings were already pending, as parallel continuation would create duplication and conflict with the scheme of Section 434 of the Companies Act, 2013, the Transfer Rules, and the IBC. On contempt, wilful, deliberate and intentional disobedience of a court direction was required; efforts to arrange funds and revive the company, coupled with subsequent insolvency proceedings, negatived the mental element for contempt. The petitions were transferred to the insolvency forum, and contempt was not sustained.

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Issues: (i) Whether pending winding up petitions, which had not progressed beyond the pre-admission stage, were liable to be transferred to the NCLT in view of the Companies Act, 2013, the Transfer Rules, and the pending insolvency proceedings under the IBC. (ii) Whether the respondent was liable to be proceeded against for contempt for alleged non-compliance with the earlier settlement/order and undertakings.

Issue (i): Whether pending winding up petitions, which had not progressed beyond the pre-admission stage, were liable to be transferred to the NCLT in view of the Companies Act, 2013, the Transfer Rules, and the pending insolvency proceedings under the IBC.

Analysis: The winding up matters were at an incipient stage, with no provisional liquidator appointed and no substantive orders having been passed. The petitions had also not reached a stage where any irreversible step had been taken. The Court noted that insolvency proceedings against the company were already pending before the NCLT and the connected challenge was pending before the NCLAT. In that setting, continuing the winding up petitions in parallel would create duplicity and unsettle judicial consistency. The statutory scheme under Section 434 of the Companies Act, 2013, read with Rule 5 of the Companies (Transfer of Pending Proceedings) Rules, 2016, and the governing principles of the IBC supported transfer of such nascent proceedings to the NCLT.

Conclusion: The winding up petitions were transferable to the NCLT and were accordingly disposed of by transfer.

Issue (ii): Whether the respondent was liable to be proceeded against for contempt for alleged non-compliance with the earlier settlement/order and undertakings.

Analysis: Contempt requires deliberate, conscious, and intentional disobedience of a court direction. The material on record showed continuing efforts to arrange funds, attempts at revival, and the subsequent commencement of insolvency proceedings against the company. On those facts, the failure to make payment was treated as arising from circumstances beyond the respondent's control rather than from a wilful refusal to obey the Court's directions. In such a situation, the mental element necessary for contempt was not established.

Conclusion: The respondent was not liable for contempt and the contempt petition was dismissed.

Final Conclusion: The winding up petitions were shifted to the insolvency forum for further action, while the contempt proceedings failed for want of wilful disobedience.

Ratio Decidendi: Pre-admission winding up petitions that have not reached an irreversible stage should be transferred to the NCLT, particularly where insolvency proceedings are already pending, and contempt cannot be sustained unless wilful and intentional disobedience of the court's order is proved.

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