Transfer of winding up proceedings to NCLT depends on whether asset sales have made restoration impossible.

A Company Court may transfer a pending winding up proceeding to the NCLT under Section 434(1)(c) of the Companies Act, 2013, even after admission and appointment of a liquidator, but only before the matter reaches an irreversible stage. Where assets have already been sold, sale proceeds realised, third-party auction purchasers' rights have arisen, and confirmation issues remain pending, the proceeding cannot be meaningfully restored to its earlier position. On those facts, transfer was not appropriate and the request was rejected as not maintainable.

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Issues: Whether the winding up petition could be transferred to the National Company Law Tribunal for initiation of corporate insolvency resolution process despite partial sale of the company's assets and the resulting third-party rights.

Analysis: The applicable principle is that the Company Court retains discretion under Section 434(1)(c) of the Companies Act, 2013 to transfer a pending winding up proceeding to the National Company Law Tribunal, including after admission and appointment of a liquidator, but only so long as the proceedings have not reached an irreversible stage. The touchstone is whether actual sales or events have occurred that would make it impossible to set the clock back. Here, some assets had already been sold, sale proceeds had been realized, third-party rights of auction purchasers had come into existence, and issues concerning confirmation of sales were still pending. In these circumstances, the proceedings had moved beyond a point where transfer would be appropriate.

Conclusion: The transfer request was held to be not maintainable on the facts and was rejected.

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