2025 (9) TMI 1475 - HC - Companies Law

Winding-up petitions transferred under Section 434(1)(c) of Companies Act, 2013 for consolidated adjudication; parties allowed to seek transfer

Sh. Alok Kumar Mishra & Ors. And Suresh Devi Versus M/s Vigneshwara Developwell Pvt. Ltd. & ORS.

HC directed transfer of petitions for winding up of the respondent company to the NCLT for further adjudication, holding that Section 434(1)(c) of the ... Transfer of petition seeking winding up of the Respondent Company, to NCLT - inability to pay debt - HELD THAT:- Section 434(1)(c) of the Companies Act, 2013 provides that all proceedings under the 1956 Act shall stand transferred to the NCLT. The first proviso to this Section sets out that only proceedings relating to winding up of the Company that are at the stage as may be prescribed by the Central Government shall stand transferred. The fifth proviso to this Section sets out that a party may file an application for such transfer. This Court has, on an Application made by a party, in Col. P. K. Uberoi (Retd.) & Anr. v. Vigneshwara Developwell Pvt. Ltd. & Ors. [2025 (9) TMI 936 - DELHI HIGH COURT] directing that the winding up proceedings in respect of the Respondent Company – Vigneshwara Developwell Pvt. Ltd. be transferred to the NCLT for further proceedings. Given that the transfer is in respect of the Respondent Company and that these Petitions have also been filed against the Respondent Company, this Court deems it apposite to direct the transfer of these Petitions to the NCLT to enable an effective adjudication of all similarly situated parties. These Petitions are accordingly transferred to the National Company Law Tribunal. The Petitioner is at liberty to take appropriate steps in accordance with law for further proceedings before the National Company Law Tribunal. Petition disposed off. ISSUES PRESENTED AND CONSIDERED 1. Whether pending company petitions for winding up under the Companies Act, 1956 that relate to a company already the subject of a transfer order should be transferred to the National Company Law Tribunal under Section 434 of the Companies Act, 2013. 2. Whether an application by a party is a valid basis for the High Court to direct transfer of winding up proceedings to the NCLT under the provisos to Section 434(1)(c). 3. The scope of Section 434(1)(c) and its provisos insofar as they permit transfer of proceedings relating to winding up that are at a stage prescribed by the Central Government, and the implications for similarly situated proceedings against the same company. ISSUE-WISE DETAILED ANALYSIS Issue 1 - Transferability of pending winding up petitions under Section 434(1)(c) Legal framework: Section 434(1)(c) of the Companies Act, 2013 provides that all proceedings under the Companies Act, 1956 pending immediately before the notified date before any High Court shall stand transferred to the NCLT and the Tribunal may proceed to deal with such proceedings from the stage before their transfer; provisos qualify that only winding up proceedings at stages prescribed by the Central Government shall be transferred. Precedent Treatment: The Court relied upon and applied its earlier judgment transferring winding up proceedings in respect of the same company; that prior transfer was treated as a controlling circumstance supporting further transfers of proceedings concerning the same corporate entity. Interpretation and reasoning: The Court read Section 434 in purposive terms - the statutory scheme mandates transfer of pending company proceedings to ensure unified adjudication under the 2013 Act and the Tribunal. Where winding up proceedings in respect of a company have already been directed to be transferred, related petitions against the same company fall within the legislative objective of consolidation and efficient resolution. Ratio vs. Obiter: Ratio - Section 434 empowers and requires transfer of pending company proceedings, and transfer of petitions against the same company is appropriate to enable cohesive adjudication by the Tribunal. Obiter - general observations about the Tribunal proceeding from the stage before transfer are ancillary. Conclusion: Pending company petitions for winding up in respect of the same corporate entity were properly transferred to the NCLT under Section 434(1)(c) to permit effective and consolidated adjudication. Issue 2 - Validity of a party-filed application as basis for transfer under provisos to Section 434(1)(c) Legal framework: The fifth proviso to Section 434 permits a party to file an application for transfer of winding up proceedings; the High Court may, on such application, order transfer to the Tribunal. Precedent Treatment: The Court followed its prior order where an application by a party resulted in transfer of winding up proceedings involving the same company; that order was applied by the Court as a basis to extend transfer to related petitions. Interpretation and reasoning: The Court treated the statutory proviso as conferring a discretionary but available mechanism for parties to seek transfer; where a transfer application by a party has been granted in respect of the company, similar petitions filed against the same company should ordinarily be transferred to avoid multiplicity and to secure consistent adjudication. The discretion is exercised to effectuate the statute's objective of centralizing company litigation before the Tribunal. Ratio vs. Obiter: Ratio - a party-filed application under the proviso is a competent basis for the High Court to order transfer of winding up proceedings to the NCLT; the Court may exercise its discretion to transfer related petitions to achieve consolidated proceedings. Obiter - reference to the liberty of the petitioner to take steps before the Tribunal is procedural guidance. Conclusion: The application by a party under the proviso to Section 434(1)(c) was a proper basis for the Court to order transfer of the petitions to the NCLT, and the Court correctly exercised its discretion to do so. Issue 3 - Scope of transfer where multiple proceedings against the same company are pending and effect of stage-based provisos Legal framework: Section 434 contains provisos limiting transfer of winding up proceedings to those at stages as may be prescribed by the Central Government and preserves certain pending proceedings under the 1956 Act in specified circumstances; the Tribunal may proceed from the stage before transfer. Precedent Treatment: The Court relied on its earlier order transferring some proceedings in respect of the company and treated that transfer as determinative for similarly situated petitions, consistent with the statutory aim of consolidating proceedings before the NCLT. Interpretation and reasoning: The Court interpreted the provisos in a manner that respects the Central Government's role in prescribing stages for transfer but recognised that where a court has already ordered transfer in respect of a company, related petitions against that company are within the ambit of Section 434's transfer mechanism. The Court emphasized efficiency and avoidance of fragmented proceedings, directing transfer of all such petitions so that the Tribunal can adjudicate consistently from the appropriate stage. Ratio vs. Obiter: Ratio - where transfer in respect of a company has been ordered, other pending petitions against the same company should be transferred to permit coherent adjudication, subject to the statutory stage-based qualifications. Obiter - broader commentary on the Central Government's rule-making function under Section 434(2). Conclusion: The Court concluded that the petitions against the same company should be transferred to the NCLT despite the provisos, as transfer had already been directed in related proceedings; accordingly, the petitions were transferred and the petitioner was permitted to pursue appropriate steps before the Tribunal. Disposal and Directions Legal consequence: The petitions were ordered transferred to the National Company Law Tribunal; the petitioner was granted liberty to take appropriate steps in accordance with law before the NCLT and all pending applications in the High Court were closed. Interpretation and reasoning: The transfer was effected to enable effective adjudication of all similarly situated parties and to align pending proceedings with the statutory regime established by Section 434. Conclusion: The Court disposed of the petitions by transferring them to the NCLT and closed all pending applications, with directions that parties act on the digitally signed order.