Discretionary transfer of winding-up proceedings depends on timely, bona fide grounds and may be refused once liquidation has substantially progressed.

Transfer of pending winding-up proceedings under the fifth proviso to Section 434(1)(c) is presented as a discretionary power, not an automatic route to the NCLT. A former director is described as having only limited standing: broad enough to be heard as a connected party, but not enough to claim a right to represent the company after the Official Liquidator has taken charge. The notes state that delay, laches, acquiescence and lack of bona fides weigh heavily against transfer, especially where the winding up has continued for years, consequential proceedings remain pending, and liquidation has matured under court supervision. Advanced liquidation and related compliance, possession and misfeasance proceedings are identified as reasons to retain the matter before the High Court.

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Issues: (i) whether an erstwhile Director had locus standi to seek transfer of a winding-up proceeding under the fifth proviso to Section 434(1)(c) of the Companies Act, 2013; (ii) whether the belated transfer application was vitiated by delay, laches, acquiescence and want of bona fides; (iii) whether transfer to the NCLT was mandatory or discretionary under Section 434 of the Companies Act, 2013 read with the Companies (Transfer of Pending Proceedings) Rules, 2016; (iv) whether the winding-up proceedings had reached an irreversible stage; and (v) whether pending proceedings arising from the winding up warranted retention of the matter before the High Court.

Issue (i): whether an erstwhile Director had locus standi to seek transfer of a winding-up proceeding under the fifth proviso to Section 434(1)(c) of the Companies Act, 2013.

Analysis: The expression "party" in the fifth proviso is broad enough to include persons with a legitimate connection to the winding-up proceedings, but it does not confer an automatic or vested right on a former Director to control the forum. After winding up, the company's affairs vest in the Official Liquidator, and the former management cannot claim representative authority as of right. The application was therefore not rejected on a pure threshold bar, but the applicant's status was treated as limited and relevant only for testing discretion.

Conclusion: The applicant had no affirmative right to represent the company as a former Director, but the application was not rejected solely for absolute lack of locus standi.

Issue (ii): whether the belated transfer application was vitiated by delay, laches, acquiescence and want of bona fides.

Analysis: The winding-up order had remained in force for many years, earlier recall attempts had failed, and the transfer request was made only in 2025. No satisfactory explanation was offered for the long delay. The surrounding conduct, including the pendency of other liquidation-linked proceedings and the absence of timely steps after the Insolvency and Bankruptcy Code framework emerged, supported the conclusion that the request was strategically timed rather than bona fide.

Conclusion: The application was hit by extraordinary delay and laches and was not shown to be bona fide.

Issue (iii): whether transfer to the NCLT was mandatory or discretionary under Section 434 of the Companies Act, 2013 read with the Companies (Transfer of Pending Proceedings) Rules, 2016.

Analysis: The statutory scheme distinguishes between limited categories of compulsory transfer under the Transfer Rules and cases falling under the fifth proviso to Section 434(1)(c), where the Court "may" transfer the matter. The use of "may" signifies discretion. The main clause of Section 434(1)(c) is broad, but it does not erase the limiting effect of the provisos and rules governing pending winding-up matters.

Conclusion: Transfer in the present case was discretionary and not mandatory.

Issue (iv): whether the winding-up proceedings had reached an irreversible stage.

Analysis: The absence of a completed sale of assets is an important factor, but not the sole determinant. The proceeding had continued for more than a decade, the Official Liquidator had been acting under the Court's supervision, and multiple consequential proceedings had arisen. In that setting, the liquidation had advanced beyond a simple, consequence-free stage and transfer would unsettle an already mature process.

Conclusion: The proceedings had progressed to a stage where transfer was not warranted.

Issue (v): whether pending proceedings arising from the winding up warranted retention of the matter before the High Court.

Analysis: The pending proceedings under Sections 454, 468 and 543 of the Companies Act, 1956 and the related possession and compliance proceedings formed an active part of the liquidation process. They bore directly on the estate, the former management's obligations, and the Court's supervisory role. Transfer would risk duplication, complication, and prejudice to the liquidation framework.

Conclusion: The pendency of those proceedings justified retention before the High Court.

Final Conclusion: The request to shift the longstanding winding-up matter to the NCLT was declined because the applicant failed to establish a fit case for discretionary transfer in the face of delay, limited standing, an advanced liquidation process, and continuing consequential proceedings before the High Court.

Ratio Decidendi: The fifth proviso to Section 434(1)(c) of the Companies Act, 2013 confers a discretionary power to transfer pending winding-up proceedings, and that discretion will be declined where the applicant shows no bona fide and timely basis for transfer and the liquidation has progressed to a stage where forum change would unsettle a mature court-supervised process.

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