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2023 (10) TMI 1222 - HC - Companies LawSeeking transfer of proceedings pending before High Courts relating to winding to the NCLT - HELD THAT - Clearly, the winding up petition is at a nascent stage and no proceedings have been taken after the issuance of notice in these petitions. Only pleadings have been completed. In the meantime, the Companies Act, 1956 has been amended and a provision has been enacted for transfer of winding up proceedings pending before the High Courts. Transfer of proceedings pending before High Courts relating to winding to the NCLT has been provided in Section 434 of the Companies Act, 2013. The Supreme Court in ACTION ISPAT AND POWER PVT. LTD. VERSUS SHYAM METALICS AND ENERGY LTD. 2020 (12) TMI 535 - SUPREME COURT , has held that winding up proceedings which have not reached an advanced stage ought to be transferred to the National Company Law Tribunal (NCLT). In the opinion of this Court, since hardly any proceedings have been taken towards winding up of the company, the petition no longer deserves to be continued before this Court. The petition is itself at the very nascent stage and no substantive orders have been passed towards winding up of the company. Accordingly, in view of this position and in view of the settled law, the petition is liable to be transferred to the NCLT. The NCLT shall now proceed in accordance with law in all three petitions. The Registry to transfer all these petitions as also the electronic record of this Court to NCLT. Parties to appear before the NCLT on 5th December, 2023.
Issues Involved:
1. Delay in listing matters post-COVID-19 period. 2. Petitions for winding up of a company due to unpaid commissions. 3. Transfer of winding up proceedings to the National Company Law Tribunal (NCLT). Summary: Issue 1: The High Court noted a delay in listing matters post-COVID-19 period and directed the Registry to prepare a complete list of matters for early hearing. Issue 2: The petitions sought winding up of the Respondent-Company due to unpaid commissions. The Petitioner claimed commissions of 12% of net advertisement sales billing, totaling to specific amounts. Notices were served to the Respondent, and the petitions were filed after completion of pleadings. The Respondent cited disputes in service rendering and cash flow issues. Issue 3: The Court considered the amendment in the Companies Act, 1956, allowing transfer of winding up proceedings to the NCLT. Citing the Supreme Court's decision in Action Ispat and Power Limited v. Shyam Metalics and Energy Limited, the Court ordered the transfer of the petitions to the NCLT, as the winding up proceedings were at a nascent stage with no substantive orders passed. The NCLT was directed to proceed with the cases in accordance with the law, and parties were asked to appear before the NCLT on a specified date. This judgment highlights the procedural aspects of listing matters, the dispute over unpaid commissions leading to winding up petitions, and the legal provisions for transferring winding up proceedings to the NCLT based on the stage of the case.
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