AI Drafter 
TaxTMI 
TaxTMI 
2026 (4) TMI 17
X X X X Extracts X X X X
X X X X Extracts X X X X
....Pal, Adv. Mr. Jyotishman Sarkar, Adv. For Special Officer: Mr. Anirban Kar, Adv. Mr. Munshi Ashiq Elahi, Adv. Mr. Rohit Mahato, Adv. ORDER 1. The Court: The matter is taken up on urgent basis on being mentioned by the appellant in APOT/304/2025, namely one Nomura Investment and Finance Private Limited, for the purpose of adjudication on the prayer of the appellant for stay of operation of the judgment impugned in the appeal, dated November 20, 2025, deciding several applications in connection with a company petition. 2. The plinth of the challenge, as it transpires upon hearing learned senior counsel and learned counsel appearing for the parties, is that the learned Single Judge, in the capacity of a Company Court, did not have the jurisdiction to pass the impugned order, in view of the specific provisions of Section 434 of the Companies Act, 2013 mandating transfer of all such proceedings pertaining to winding up of companies to the National Company Law Tribunal (NCLT). 3. Secondly, it is contended that the challenge preferred before the learned Single Judge was taken out after a period of more than three decades from the winding up order, which was affirmed by a Di....
X X X X Extracts X X X X
X X X X Extracts X X X X
....urt has ample jurisdiction to reverse or modify the act or decision done or taken by a Liquidator, if the Court finds it just in the circumstances. In the present case, it is pointed out, the function of the Official Liquidator was virtually delegated to the two Special Officers appointed by the Company Court vide order dated December 12, 1991. As such, any acts contrary to the law and against the interest of the company (in liquidation) committed by them come within the purview of acts which are amenable to the jurisdiction of the Company Court under Section 460(2) of the 1956 Act. 9. It is further argued that under Section 456 of the 1956 Act, all the property and effects of the company (in liquidation) shall be deemed to be in the custody of the Court as from the date of the order for the winding up of the company. 10. At this point, we make it clear that the arguments advanced by the parties were elaborate and only the crux of such arguments are being narrated here, in order to avoid unnecessary surplusage in the present order, which is confined to a consideration of an ad interim prayer for stay, particularly since the matter has been assigned to this Bench for a limited....
X X X X Extracts X X X X
X X X X Extracts X X X X
....Court and/or of the learned Single Judge, in the impugned order, having overridden the winding up order becomes rather academic. 15. Since the order dated December 12, 1991, passed on consent, categorically stayed all further proceeding in connection with the winding up order as well as the order itself, the said argument cannot be raised as a bogey to interdict the jurisdiction of the Company Court to look into the propriety of such order. That apart, we cannot but take notice of the fact that by dint of the said order dated December 12, 1991 and the consequential further orders dated June 11, 1993, June 18, 1993 and June 28, 1993, the Special Officers, who were virtually clothed with the powers of the Official Liquidator, were given the right to supervise the functioning of a Board of Management which was directed to be formed to deal with the affairs of the company (in liquidation). The Official Liquidator was even directed to hand over books, records and papers of the company to such Board of Management, thereby denuding the Official Liquidator of his statutory obligations as mandated under the scheme of the 1956 Act. Under Section 456 of the said Act, all the property an....
X X X X Extracts X X X X
X X X X Extracts X X X X
....r 12, 1991 and by the subsequent orders passed by the Company Court. 22. Moreover, at no point of time did any of the concerned parties raise any objection to the exercise of jurisdiction by the Company Court in passing such post winding up orders. Thus, it cannot be said that in the present case, applying the ratio laid down in Action Ispat (Supra), the learned Single Judge was mandated in law to transfer the matter to the NCLT. 23. Hence, prima facie, the objection as to jurisdiction of the learned Single Judge cannot be accepted. 24. Insofar as the allegation of long delay is concerned, it prima facie appears that there was no direct proof of knowledge of the Directors or the erstwhile management of the company about the winding up proceeding or the winding up order. Although, under normal circumstances, it would be rather absurd to hold that the management, who were removed by several orders in an winding up proceeding, did not have any knowledge thereof at all, in the present case, there are categorical findings of the learned Single Judge in the impugned judgment, to the effect that no Annual General Meeting of the company (in liquidation) was held throughout the rel....
X X X X Extracts X X X X
X X X X Extracts X X X X
....w, either under the IBC or otherwise, regarding the management of the company (in liquidation) and its assets post vesting in the Special Officers and the Board of Management appointed by Court orders, is one of the germane premises of the allegation of fraudulent action in respect of dealings with the assets of the company. 30. Thus, the operation of the IBC cannot come in the way of the Company Court exercising its jurisdiction. 31. On a more cardinal and basic premise, the learned Single Judge specifically referred to Rule 9 of the Company Court Rules, 1959 to invoke the wide inherent powers of the Company Court to pass any directions or orders for the ends of justice or to prevent abuse of the process of Court. 32. The Company Court, within the scheme of the 1956 Act, has wide powers pertaining to assets and management of a company (in liquidation). 33. In any event, a Constitutional Court, being a Court of records, within the contemplation of Article 215 of the Constitution of India and the Letters Patent (in case of a Chartered High Court), always has the power vested in it implicitly to correct all wrongs done by it. 34. Looked at from such perspective, it can....
X X X X Extracts X X X X
X X X X Extracts X X X X
....l, who would be at liberty to canvas all points raised by him against the impugned judgment in his independent appeal which is also pending, having been assigned before this Bench. 41. The above findings, it is further clarified, are tentative in nature and shall not in any manner be binding on the parties at any subsequent stage of the present appeal and/or any other litigation and have been arrived at only for the purpose of adjudicating the prayer for ad interim stay. 42. We would be failing in our duty unless we mention that at a previous stage of the appeal, a similar prayer for stay had been made. Although not specifically refused, the regular Bench taking up the appeal had abstained from passing any ad interim order, permitting the appellant to renew such prayer "if required". 43. Evidently, the expression "if required" would indicate an element of change of circumstance. The appellant merely alleges that upon having written a letter and not getting any reply thereto, the appellant apprehends that the Board of Directors have already been formed and have been vested with the management of the company pursuant to the directions passed in the impugned judgment. 44. ....