Case Note & Summary
The matter arose from a Company Petition filed in 2010 seeking winding up of Broadcast Infratel India Private Limited on grounds of unpaid admitted debt. The petition was admitted on 11 November 2011 and a winding-up order was passed on 9 January 2012. The Official Liquidator was directed to take charge of assets and liabilities. Despite attempts by the company to recall the winding-up order, the recall applications were dismissed on 3 January 2018. Years later, the applicant, Santosh Umakant Jawadar, filed Company Application No. 39 of 2025 under Section 434 of the Companies Act, 2013, praying for transfer of the pending Company Petition to the National Company Law Tribunal, Bengaluru. The applicant’s main contention was that although a winding-up order had been made, no irreversible steps had been taken in the liquidation proceedings, thereby making the case suitable for transfer in accordance with the Supreme Court’s decision in Action Ispat and Power Private Limited v. Shyam Metalics and Energy Limited. The Official Liquidator opposed the application, filing objections on 19 December 2025. During arguments, the applicant’s counsel relied heavily on the Action Ispat case, emphasizing that unless irreversible steps have been taken, the High Court is duty-bound to transfer such winding-up petitions to the NCLT. The Official Liquidator resisted the transfer. The court examined the relevant provisions, including the fifth proviso to Section 434(1)(c), and considered the interpretation of ‘party’ to include any creditor, as held in Kaledonia. The court also noted the overriding effect of the Insolvency and Bankruptcy Code, 2016, and the need to avoid parallel proceedings. After hearing the submissions, the court reserved the matter for orders. The final decision is not reflected in the extracted judgment text.
Headnote
A) Company Law - Transfer of Winding-Up Proceedings - Section 434(1)(c) Companies Act, 2013 - Proviso - Irreversible Steps - Applicant contended that no irreversible steps had been taken in the liquidation, and thus the Company Petition should be transferred to NCLT, relying on Action Ispat & Power Pvt. Ltd. v. Shyam Metalics & Energy Ltd., (2021) 2 SCC 641 (Paras 7-9). B) Company Law - Transfer of Winding-Up Proceedings - Locus Standi - Section 434(1)(c) Fifth Proviso - The Supreme Court in Kaledonia (supra) held that the expression 'party' includes any creditor of the company in liquidation, not just the original petitioning creditor or the company; thus, a creditor may apply for transfer under the proviso (Paras 13, 42-43). C) Insolvency and Bankruptcy Code, 2016 - Section 238 - Overriding Effect - Parallel Proceedings - The Court observed that the object of the IBC would be stultified if parallel proceedings are allowed in different fora; proceedings before NCLT under the Code must run their course (Paras 10, 20-23).
Issue of Consideration
Whether Company Petition No. 236/2010, in which a winding-up order has been passed, should be transferred to the National Company Law Tribunal under Section 434 of the Companies Act, 2013, on the ground that no irreversible steps have been taken in the liquidation proceedings.
Law Points
- Transfer of winding-up petitions under Section 434(1)(c) of Companies Act
- 2013
- Condition that no irreversible steps taken
- Interpretation of 'party' under proviso includes any creditor
- Overriding effect of IBC Section 238
