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2018 (6) TMI 85 - AT - Companies LawTransfer of cases - where an application under Section 230-232 of the Companies Act, 2013 can be filed if the registered office of two companies are situated within the territorial jurisdiction of two different NCLT Benches? - Held that - From clause (d) of Rule 16, we find that the Hon ble President of the NCLT has power to transfer any case from one Bench to other Bench when the circumstances are so warranted. The cases in hand circumstances warrants that the President exercises his power under Rule 16(d) to transfer one of the case from one Bench to other Bench where other matter is pending including the cases where transferor and transferee companies are at different places of the country. For the reasons aforesaid, we set aside the order dated 17th November, 2017 passed by the NCLT, New Delhi Bench with liberty to the appellant to file application before the Hon ble President, NCLT, New Delhi to transfer one of the case either to Chandigarh Bench or the Bench at New Delhi for hearing of both the case by one of the Bench. The appeal stands disposed of with the aforesaid observations.
Issues:
Jurisdiction of National Company Law Tribunal regarding merger approval applications under Companies Act, 2013. Analysis: The judgment involves the issue of territorial jurisdiction of the National Company Law Tribunal (NCLT) concerning merger approval applications under Sections 230-232 of the Companies Act, 2013. The case revolved around two Transferor Companies located in Gurgaon, Haryana, and a Transferee Company in New Delhi. Two separate applications were filed before NCLT benches in New Delhi and Chandigarh. The NCLT, New Delhi Bench dismissed the application citing lack of territorial jurisdiction, while the matter was pending before the NCLT, Chandigarh Bench. The appellants argued that if one application was rejected on jurisdictional grounds, the other would face a similar fate due to the differing locations of the companies. The appellants highlighted a Notification issued by the Central Government in 2016 granting territorial jurisdiction to the NCLT, Principal Bench, New Delhi Bench for certain regions, including Haryana and Delhi. However, a subsequent Notification in 2017 transferred the jurisdiction of Haryana to the NCLT, Chandigarh Bench. This led to a crucial question regarding under which NCLT Bench an application could be filed when companies were situated in the jurisdictions of different benches. The judgment delved into Rule 16 of "The National Company Law Tribunal Rules, 2016," which empowers the President of the NCLT to transfer cases between benches when circumstances warrant such action. The Tribunal concluded that the circumstances of the case justified the exercise of this power by the President. Therefore, the judgment set aside the NCLT, New Delhi Bench's order and granted the appellant the liberty to file an application before the Hon'ble President, NCLT, New Delhi, to transfer one of the cases to either the Chandigarh Bench or the New Delhi Bench for consolidated hearing. The appeal was disposed of with these directions, and no costs were awarded in the matter.
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