MANU/NC/0094/2016

Equivalent Citation: [2016]135C LA27, [2017]200C ompC as64, [2017]139SC L83

IN THE NATIONAL COMPANY LAW TRIBUNAL

MUMBAI BENCH
CP Nos. 24/2014, 26/2014, 5 to 9/2013, 11 to 15/2013 and 17/2013, 25 to 69 and
93 to 111/2012, 20 to 29/2013, 54/2013, 55/2013, 73/2013 and 74/2013
Decided On: 26.09.2016
Appellants: Anilkumar Poddar
Vs.
Respondent: Prime Focus Ltd. and Ors.
Hon'ble Judges/Coram:
M.K. Shrawat, Member (J), B.S.V. Prakash Kumar, Member (J) and V. Nallasenarathy,
Member (T)
Counsels:
For Appearing Parties: Anil Kumar Poddar, Firdosh Pooniwalla, Gaurav Thakur, Abhay
Jadeja, Pradeep Mane, Kamana Khetan, Dinesh Manik, Maneger and Harsh Kesharia
ORDER
1. The petitioner is common in all the CPs filed under sections 163 and 219 of the
Companies Act, 1956 ('the old Act'), though the respondents are different, the issue
presently raised by this petitioner in all these petitions being common and same, this
Bench hereby passes this common order covering all the CPs today posted under
sections 163 and 219 of the old Act. In these case, except CP No. 24/2014 filed under
section 219, all other cases, filed under section 163 of the old Act. The petitioner has
today raised an issue stating that since National Company Law Tribunal ('NCLT' has
no subject-matter jurisdiction to deal with the cases filed by him under sections 163
and 219 of the old Act on the ground that the jurisdiction conferred upon Company
Law Board ('CLB') under sections 163 and 219 of the old Act has now been omitted
under the corresponding section's 94 and 136 in the Companies Act, 2013 ('the new
Act'), therefore, sought for dismissal of Company Petitions bearing Nos. 24/2014,
26/2014, 05/2013, 07/2013, 09/2013, 06/2013, 08/2013, 2013, 13/2013, 14/2013,
15/2013, 17/2013, 25/2012, 26/2012, 27/2012, 28/2012, 29/2012, 30/2012,
31/2012, 32/2012, 33/2012, 34/2012, 35/2012, 36/2012, 37/2012, 38/2012,
39/2012, 40/2012, 41/2012, 42/2012, 43/2012, 44/2012, 45/2012, 46/2012,
47/2012, 48/2012, 49/2012, 50/2012, 51/2012, 52/2012, 53/2012, 54/2012,
55/2012, 56/2012, 57/2012, 58/2012, 59/2012, 60/2012, 61/2012, 62/2012,
63/2012, 64/2012, 65/2012, 66/2012, 67/2012, 68/2012, 69/2012,93/2012,
94/2012, 95/2012, 96/2012, 97/2012, 98/2012, 99/2012, 100/2012, 101/2012,
102/2012, 103/2012, 104/2012, 105/2012, 106/2012, 107/2012, 108/2012,
109/2012, 110/2012, 111/2012, 20/2013, 21/2013, 22/2013, 23/2013, 24/2013,
25/2013, 26/2013, 27/2013, 28/2013, 29/2013, 54/2013, 55/2013, 73/2013,
74/2013 pending before this Bench holding that NCLT has no jurisdiction to
adjudicate the matters under sections 163 and 219 of the old Act transferred from
CLB to NCLT.
2. The argument, the petitioner makes is that the jurisdiction conferred on CLB under
sections 163 and 219 of the old Act has been omitted under the corresponding

04-10-2018 (Page 1 of 12) www.manupatra.com Damodaram Sanjivayya National Law University

 sections, that is sections 94 and 136 of the new Act, and for having section 434, sub-
section 1(a) envisages that whatever matters transferred from CLB to NCLT, they
shall be decided in accordance with the provisions of the new Act. Therefore, since
jurisdiction not being conferred on NCLT under the new Act to deal with the cases
filed under sections 163 and 219 of the old Act before CLB, the petitioner says his
cases shall be dismissed on the ground no jurisdiction to NCLT for trying the cases
under sections 163 and 219.
3 . Besides the above, the petitioner relied upon the Gazette Notification dated 31st
March, 2015 to say that the Central Government delegated the powers and functions
vested in it under sub-section (5) of section 94 of the Companies Act, 2013 to the
Regional Directors at Mumbai, Kolkata, Chennai, Noida, Ahmedabad, Hyderabad and
Shillong, thereby the jurisdiction to deal with the section 94 being already delegated
to the respective Regional Directors, so now the jurisdiction is not only been divested
from NCLT, but has also been conferred upon Regional Directors by the notification
dated 31st March, 2015, hence, the petitioner, relying upon this Gazette Notification,
has sought for dismissal of this company petitions.
4 . The petitioner says that since section 434 of the new Act envisaging that the
transferred matters shall be decided in accordance with the new Act, that there being
no jurisdiction to decide the cases under sections 163 and 219 of the old Act
transferred to NCLT under analogous sections 94 and 136, therefore, in accordance
with new sections 94 and 136, his cases above shall be dismissed on the ground that
NCLT has no jurisdiction.
5 . He has also placed an order dated 8th September, 2016 passed by the hon'ble
Bench of NCLT Ahmedabad holding that since section 136 of the new Act has not
given jurisdiction to NCLT, the coordinate Bench judgment shall be followed and
dismiss his petitions for want of jurisdiction.
6. Basing on the above reasons, this petitioner, who appears in person, has sought
for dismissal of all these CPs for want of jurisdiction.
7. On the other hand, the counsel appearing on behalf of some of the respondents,
have argued that NCLT has jurisdiction to deal with matters covered by the old Act by
virtue of the savings incorporated in section 465 of the new Act and also for having
specifically mentioned that the matter covered under sub-section (2) of section 465
shall not be held to prejudice the general application of section 6 of the General
Clauses Act. Apart from this, they have also placed Gazette Notification dated 1st
June, 2015 to say that NCLT is conferred with jurisdiction to dispose of the
transferred matters from CLB in accordance with the provisions of either Companies
Act, 2013 or the Companies Act, 1956, as the case may be.
8 . The counsel appearing on behalf of the some of the respondents wonders as to
how the petitioner himself would raise the point of maintainability of the CPs filed by
himself. The counsel says that instead of seeking dismissal on the ground of
maintainability, the petitioner being dominus litis to the petitions filed by him, he
should have sought for dismissal of these CPs as withdrawn, at the most, with a
liberty to proceed before the respective competent authority. Normally the author of a
petition always seeks adjudication of his case on merits, as long as other side or the
Bench has not raised maintainability point, here, this petitioner would have argued
these petitions on merits. For, this Bench, in the past, had already dismissed other
company petitions on merits under the same sections of law filed by the petitioner,

04-10-2018 (Page 2 of 12) www.manupatra.com Damodaram Sanjivayya National Law University

 the respondents counsel submits, that this petitioner might have adopted this tactics
to scuttle disposal of these cases on merits.
9 . On hearing the submissions from either side, this Bench has gone through the
relevant provisions referred by the either side. They are as follows:
"Section 163 old Act
"163. Place of keeping, and inspection of, registers and returns. - (1) The
register of members commencing from the date of the registration of the
company, the index of members, the register and index of debenture holders,
and copies of all annual returns prepared under sections 159 and 160,
together with the copies of certificates and documents required to be
annexed thereto under sections 160 and 161, shall be kept at the registered
office of the company:
Provided that such registers, indexes, returns and copies of
certificates and documents or any or more of them may, instead of
being kept at the registered office of the company, be kept at any
other place within the city, town or village in which the registered
office is situate, if -
(i) such other place has been approved for this purpose by a
special resolution passed by the company in general
meeting, and,
(iii) the Registrar has been given in advance a copy of the
proposed special resolution.
(1A) Notwithstanding anything contained in sub-section (1), the Central
Government may make rules for the preservation and for the disposal,
whether by destruction or otherwise, of the registers, indexes, returns, and
copies of certificates and other documents referred to in sub-section (1).
(2) The registers, indexes, returns, and copies of certificates and other
documents referred to in sub-section (1) shall, except when the register of
members or debenture holders is closed under the provisions of this Act, be
open during business hours (subject to such reasonable restrictions, as the
company may impose, so that not less than two hours in each day are
allowed for inspection) to the inspection -
(a) of any member or debenture holder, without fee; and
(b) of any other person, on payment of such sum as may be
prescribed each inspection.
(3) Any such member, debenture holder or other person may -
(a) make extracts from any register, index, or copy referred to in
sub-section (1) without fee or additional fee, as the case may be; or
(b) require a copy of any such register, index or copy or of any part
thereof, on payment of such sum as may be prescribed for every one
hundred words or fractional part thereof required to be copied.

04-10-2018 (Page 3 of 12) www.manupatra.com Damodaram Sanjivayya National Law University

 (4) The company shall cause any copy required by any person under clause
(6) of sub-section (3) to be sent to that person within a period of ten days,
exclusive of non-working days, commencing on the day next after the day on
which the requirement is received by the company.
(5) If any inspection, or the making of any extract required under this
section, is refused, or if any copy required under this section is not sent
within the period specified in sub-section (4), the company, and every officer
of the company who is in default, shall be punishable, in respect of each
offence, with fine which may extend to fifty rupees for every day during
which the refusal of default continues.
(6) The Company Law Board may also by order, compel an immediate
inspection of the document, or direct that the extract required shall forthwith
be allowed to be taken by the person requiring it, or that the copy required
shall forthwith be sent to the person requiring it, as the case may be."
Section 94 of new Act
9 4 . Place of keeping and inspection of registers, returns, etc. - (1) The
registers required to be kept and maintained by a company under section 88
and copies of the annual return filed under section 92 shall be kept at the
registered office of the company:
Provided that such registers or copies of return may also be kept at
any other place in India in which more than one-tenth of the total
number of members entered in the register of members reside, if
approved by a special resolution passed at a general meeting of the
company and the Registrar has been given a copy of the proposed
special resolution in advance:
Provided further that the period for which the registers, returns and
records are required to be kept shall be such as may be prescribed.
(2) The registers and their indices, except when they are closed under the
provisions of this Act, and the copies of all the returns shall be open for
inspection by any member, debenture-holder, other security holder or
beneficial owner, during business hours without payment of any fees and by
any other person on payment of such fees as may be prescribed.
(3) Any such member, debenture-holder, other security holder or beneficial
owner or any other person may -
(a) take extracts from any register, or index or return without
payment of any fee; or
(b) require a copy of any such register or entries therein or return on
payment of such fees as may be prescribed.
(4) If any inspection or the making of any extract or copy required under this
section is refused, the company and every officer of the company who is in
default shall be liable, for each such default, to a penalty of one thousand
rupees for every day subject to a maximum of one lakh rupees during which
the refusal or default continues.

04-10-2018 (Page 4 of 12) www.manupatra.com Damodaram Sanjivayya National Law University

 (5) The Central Government may also, by order, direct an immediate
inspection of the document, or direct that the extract required shall forthwith
be allowed to be taken by the person requiring it."
1 0 . In the old Act under section 163(6), CLB is conferred with powers to give
directions to a defaulting company for providing inspection and supply of documents
to the denied shareholder, but the same is not conferred upon NCLT, in fact,
conferred upon Central Government having regard to the directions which previously
given by CLB.
"Section 219 of the old Act
"219. Right of member to copies of balance sheet and auditors' report. - (1)
A copy of every balance sheet (including the profit and loss account, the
auditors' report and every other document required by law to be annexed or
attached, as the case may be, to the balance sheet) which is to be laid before
a company in general meeting shall, not less than twenty-one days, before
the date of the meeting, be sent to every member of the company, to every
trustee for the holders of any debentures issued by the company, whether
such member or trustee is or is not entitled to have notices of general
meetings of the company sent to him, and to all persons other than such
members or trustees, being persons so entitled:
Provided that -
(a) in the case of a company not having a share capital, this
sub-section shall not require the sending of a copy of the
documents aforesaid to a member, or holder of debentures,
of the company who is not entitled to have notices of
general meetings of the company sent to him;
(b) this sub-section shall not require a copy of the
documents aforesaid to be sent -
(i) to a member, or holder of debentures, of the company,
who is not entitled to have notices of general meetings of
the company sent to him and of whose address the company
is unaware;
(ii) to more than one of the joint holders of any shares or
debentures none of whom is entitled to have such notices
sent to him;
(iii) in the case of joint holders of any shares or debentures
some of whom are and some of whom are not entitled to
have such notices sent to them, to those who are not so
entitled;
(iv) in the case of a company whose shares are listed on a
recognised stock exchange, if the copies of the documents
aforesaid are made available for inspection at its registered
office during working hours for a period of twenty-one days
before the date of the meeting and a statement containing
the salient features of such documents in the prescribed

04-10-2018 (Page 5 of 12) www.manupatra.com Damodaram Sanjivayya National Law University

 form or copies of the documents aforesaid, as the company
may deem fit, is sent to every member of the company and
to every trustee for the holders of any debentures issued by
the company not less than twenty-one days before the date
of the meeting;
(c) if the copies of the documents aforesaid are sent less
than twenty-one days before the date of the meeting, they
shall, notwithstanding that fact, be deemed to have been
duly sent if it is so agreed by all the members entitled to
vote at the meeting.
(2) Any member or holder of debentures of a company and any person from
whom the company has accepted a sum of money by way of deposit shall, on
demand, be entitled to be furnished free of cost, with a copy of the last
balance sheet of the company and of every document required by law to be
annexed or attached thereto, including the profit and loss account and the
auditors' report.
(3) If default is made in complying with sub-section (1), the company, and
every officer of the company who is in default, shall be punishable with fine
which may extend to five hundred rupees.
(4) If, when any person makes a demand for a copy of any document with
which he is entitled to be furnished by virtue of sub-section (2), default is
made in complying with the demand within seven days after the making
thereof, the company, and every officer of the company who is in default,
shall be punishable with fine which may extend to five hundred rupees,
unless it is proved that that person had already made a demand for and been
furnished with a copy of the document. The Company Law Board may, also
by order, direct that the copy demanded shall forthwith be furnished to the
person concerned.
(5) Sub-sections (1) to (4) shall not apply in relation to a balance sheet of a
private company laid before it before the commencement of this Act; and in
such a case the right of any person to have sent to him or to be furnished
with a copy of the balance sheet, and the liability of the company in respect
of a failure to satisfy that right, shall be the same as they would have been if
this Act had not been passed."
Section 136 of the new Act
"136. Right of member to copies of audited financial statement. - (1) Without
prejudice to the provisions of section 101, a copy of the financial statements,
including consolidated financial statements, if any, auditor's report and every
other document required by law to be annexed or attached to the financial
statements, which are to be laid before a company in its general meeting,
shall be sent to every member of the company, to every trustee for the
debenture-holder of any debentures issued by the company, and to all
persons other than such member or trustee, being the person so entitled, not
less than twenty-one days before the date of the meeting:
Provided that in the case of a listed company, the provisions of this
sub-section shall be deemed to be complied with, if the copies of the

04-10-2018 (Page 6 of 12) www.manupatra.com Damodaram Sanjivayya National Law University

 documents are made available for inspection at its registered office
during working hours for a period of twenty-one days before the
date of the meeting and a statement containing the salient features
of such documents in the prescribed form or copies of the
documents, as the company may deem fit, is sent to every member
of the company and to every trustee for the holders of any
debentures issued by the company not less than twenty-one days
before the date of the meeting unless the shareholders ask for full
financial statements:
Provided further that the Central Government may prescribe the
manner of circulation of financial statements of companies having
such net worth and turnover as may be prescribed:
Provided also that a listed company shall also place its financial
statements including consolidated financial statements, if any, and
all other documents required to be attached thereto, on its website,
which is maintained by or on behalf of the company:
Provided also that every company having a subsidiary or subsidiaries
shall, -
(a) place separate audited accounts in respect of each of its
subsidiary on its website, if any;
(b) provide a copy of separate audited financial statements
in respect of each of its subsidiary, to any shareholder of the
company who asks for it.
(2) A company shall allow every member or trustee of the holder of any
debentures issued by the company to inspect the documents stated under
sub-section (1) at its registered office during business hours.
(3) If any default is made in complying with the provisions of this section,
the company shall be liable to a penalty of twenty-five thousand rupees and
every officer of the company who is in default shall be liable to a penalty of
five thousand rupees."
11. Under section 219 of the old Act, jurisdiction is conferred upon CLB, but under
analogous section 136 of the new Act, the jurisdiction earlier conferred upon CLB has
not been passed on NCLT.
1 2 . Here, in the given cases the petitioner raised his grievances over non-giving
inspections and supply of documents in the year 2013, by that time the Companies
Act, 2013 had not come into force, thereby there is no occasion to the petitioner to
say that an act or omission happened before Companies Act, 2013 had come into
force, and when the old Act was not repealed, is hit by non-maintainability point for
want of jurisdiction under the new Act.
13. It is the case of the petitioner that the omissions or defaults took place in the
years 2012, 2013, and 2014 and the cases have been filed invoking the provisions of
the old Act, in fact, this Bench, on verification of the attendance file, has noticed that
this petitioner never raised this maintainability point till today, last time also when
the petitioner's other cases came under the same provisions for hearing, he did not

04-10-2018 (Page 7 of 12) www.manupatra.com Damodaram Sanjivayya National Law University

 raise this objection in those petitions, and they were decided on merits against the
petitioner. However, it is not relevant to take all these things to consideration for
deciding maintainability point because no court should adjudicate any issue when it
is shorn of jurisdiction.
14. Since this Bench on perusal of the records of these cases, it has noticed that the
cause of action in all these cases arose prior to 1st April, 2014 -notification date of
sections 94 and 136 of the new Act, therefore, it is clear that the acts giving cause of
action for filing the petitions and dates of filing petition are ante to 1st April, 2014,
when governed by sections 163 and 219 of the old Act.
15. Now the point to be decided is as to whether the acts covered under sections 163
and 219 of the old Act are to be dealt with under the corresponding sections 94 and
136 of the new Act.
16. The petitioner says that this Bench has no jurisdiction to hear and dispose of the
above petitions basing on sections 163 and 219 of the old Act, for they have to be
dealt with in accordance with new Act as stated under section 434 of the new Act.
17. Per contra, the respondents counsel submit that these petitions are to be decided
by NCLT itself basing on section 465 of the new Act, notification dated 1st June, 2016
issued by the Central Government and section 6 of General Clauses Act.
18. On comprehensive reading of all the sections above given, no doubt it is true as
stated by the petitioner, that the conferment of power to CLB for giving a direction
for inspection and supply of documents in respect of sections 163 and 219 of the old
Act has not been extended to NCLT in the corresponding sections 94 and 136 of the
new Act. It is correct, as the petitioner says that a shareholder, denied of inspection
and the respective documents, cannot invoke sections 94 and 136 of the new Act or
even sections 163 and 219 of the old Act for a direction of inspection and supply of
documents if denial of such right happened after notification of new Act.
19. For the sake of reference, the text of the sections, referred by the respondents
and the petitioner, mentioned below:
"Section 434(1)(a) of New ACT
"434. Transfer of certain pending proceedings. - (1) On such date as may be
notified by the Central Government in this behalf, -
(a) all matters, proceedings or cases pending before the Board of
Company Law Administration ('the Company Law Board') constituted
under sub-section (1) of section 10E of the Companies Act, 1956,
immediately before such date shall stand transferred to the Tribunal
and the Tribunal shall dispose of such matters, proceedings or cases
in accordance with the provisions of this Act.
(b), (c), (d), and (2)....'
Section 465 of the new Act
"465. Repeal of certain enactments and savings. - (1) The Companies Act,
1956 and the Registration of Companies (Sikkim) Act, 1961 (hereafter in this
section referred to as the repealed enactments) shall stand repealed:

04-10-2018 (Page 8 of 12) www.manupatra.com Damodaram Sanjivayya National Law University

 Provided that the provisions of Part IXA of the Companies Act, 1956
shall be applicable mutatis mutandis to a producer company in a
manner as if the Companies Act, 1956 has not been repealed until a
special Act is enacted for producer companies:
Provided further that until a date is notified by the Central
Government under sub-section (1) of section 434 for transfer of all
matters, proceedings or cases to the Tribunal, the provisions of the
Companies Act, 1956 in regard to the jurisdiction, powers, authority
and functions of the Board of Company Law Administration and court
shall continue to apply as if the Companies Act, 1956 has not been
repealed:
Provided also that provisions of the Companies Act, 1956 referred in
the notification issued under section 67 of the Limited Liability
Partnership Act, 2008 shall, until the relevant notification under such
section applying relevant corresponding provisions of this Act to
limited liability partnerships is issued, continue to apply as if the
Companies Act, 1956 has not been repealed.
Notwithstanding the repeal under sub-section (1) of the repealed
enactments, -
(a) anything done or any action taken or purported to have been
done or taken, including any rule, notification, inspection, order or
notice made or issued or any appointment or declaration made or
any operation undertaken or any direction given or any proceeding
taken or any penalty, punishment, forfeiture or fine imposed under
the repealed enactments shall, insofar as it is not inconsistent with
the provisions of this Act, be deemed to have been done or taken
under the corresponding provisions of this Act;
(b) subject to the provisions of clause (a), any order, rule,
notification, regulation, appointment, conveyance, mortgage, deed,
document or agreement made, fee directed, resolution passed,
direction given, proceeding taken, instrument executed or issued, or
thing done under or in pursuance of any repealed enactment shall, if
in force at the commencement of this Act, continue to be in force,
and shall have effect as if made, directed, passed, given, taken,
executed, issued or done under or in pursuance of this Act;
(c) any principle or rule of law, or established jurisdiction, form or
course of pleading, practice or procedure or existing usage, custom,
privilege, restriction or exemption shall not be affected,
notwithstanding that the same respectively may have been in any
manner affirmed or recognised or derived by, in, or from, the
repealed enactments;
(d) any person appointed to any office under or by virtue of any
repealed enactment shall be deemed to have been appointed to that
office under or by virtue of this Act;
(e) any jurisdiction, custom, liability, right, title, privilege,
restriction, exemption, usage, practice, procedure or other matter or

04-10-2018 (Page 9 of 12) www.manupatra.com Damodaram Sanjivayya National Law University

 thing not in existence or in force shall not be revised or restored;
(f) the offices existing on the commencement of this Act for the
registration of companies shall continue as if they have been
established under the provisions of this Act;
(g) the incorporation of companies registered under the repealed
enactments shall continue to be valid and the provisions of this Act
shall apply to such companies as if they were registered under this
Act;
(h) all registers and all funds constituted and established under the
repealed enactments shall be deemed to be registers and funds
constituted or established under the corresponding provisions of this
Act;
(i) any prosecution instituted under the repealed enactments and
pending immediately before the commencement of this Act before
any court shall, subject to the provisions of this Act, continue to be
heard and disposed of by the said court;
(j) any inspection, investigation or inquiry ordered to be done under
the Companies Act, 1956 shall continue to be proceeded with as if
such inspection, investigation or inquiry has been ordered under the
corresponding provisions of this Act; and
(k) any matter filed with the Registrar, Regional Director or the
Central Government under the Companies Act, 1956 before the
commencement of this Act and not fully addressed at that time shall
be concluded by the Registrar, Regional Director or the Central
Government, as the case may be, in terms of that Act, despite its
repeal.
(3) The mention of particular matters in sub-section (2) shall not be held to
prejudice the general application of section 6 of the General Clauses Act,
1897 with regard to the effect of repeal of the repealed enactments as if the
Registration of Companies (Sikkim) Act, 1961 were also a Central Act."
Section 6 in The General Clauses Act, 1897
"6. Effect of repeal. - (1) Where this Act, or any Central Act or Regulations
made after the commencement of this Act, repeals any enactment hitherto
made or hereafter to be made, then, unless a different intention appears, the
repeal shall not,
(a) revive anything not in force or existing at the time at which the
repeal takes effect; or
(b) affect the previous operation of any enactment so repealed or
anything duly done or suffered thereunder; or
(c) affect any right, privilege, obligation or liability acquired, accrued
or incurred under any enactment so repealed; or
(d) affect any penalty, forfeiture or punishment incurred in respect of

04-10-2018 (Page 10 of 12) www.manupatra.com Damodaram Sanjivayya National Law University

 any offence committed against any enactment so repealed; or
(e) affect any investigation, legal proceeding or remedy in respect of
any such right, privilege, obligation, liability, penalty, forfeiture or
punishment as aforesaid, and any such investigation, legal
proceeding or remedy may be instituted, continued or enforced, and
any such penalty, forfeiture or punishment may be imposed as if the
repealing Act or Regulation had not been passed."
2 0 . Section 434 of the new Act is constituted primarily for transfer of pending
proceedings, from CLB and other forums to NCLT, the provision straightaway dealing
with repeal and savings of old Act is section 465 of the new Act, not section 434 of
new Act. Therefore, it cannot be construed that section 434 is the governing
provision to hold as to which Act is applicable to which acts. The provision is only
enacted for transfer of pending litigations and proceedings from various forums to
NCLT. When a separate provision is enacted solely for dealing with repeals and
savings, by seeing a clause in section 434 saying that the Tribunal shall dispose of
the transferred matters proceedings or cases in accordance with the provisions of the
new Act, no inference could be drawn that section 465 meant for repeals and savings
has no force. In fact, the old Act has been repealed under section 465, not under
section 434, therefore, it can't be assumed that by taking a clause in Section 434 to
say that repealed enactment is not been saved to the extent mentioned in section
465.
21. Under section 465 of new Act, sub-section (1) deals with repeal of the old Act
and the Registration of Companies (Sikkim) Act, 1961 (please take note that it is a
state Act), sub-section (2) of the Act deals with savings given to the old Act in
respect to the acts done and litigation pending from the acts emanated from the old
Act with a rider of subject to the provisions of the new Act, immediately thereafter,
sub-section (3) of the section says that the matters mentioned in sub-section (2) of
section 465 of the new Act shall not be held to prejudice the general application of
section 6 of the General Clauses Act, with regard to the effect of the repealed
enactments.
22. Since section 6 of the General Clauses says that the repeal of old Act shall not
affect any legal proceeding pending immediately before passing new enactment, the
acts or offences ante to the new Act will be governed by the repealed enactment. For
it has been said whatever said in sub-section (2) shall not be held to prejudice the
general application of section 6 of the General Clauses Act with regard to the effect of
repeal of the repealed enactments, section 6(1)(e) of the General Clauses Act will
govern the situation, not other provisions.
23. The respondents counsel have filed Gazette Notification dated 1st June, 2016 to
say that the Central Government, by invoking section 434(1)(a) of the new Act, has
stated that all matters of CLB shall stand transferred to the NCLT and it shall dispose
of such matters or proceedings or cases in accordance with the provisions of the New
Act or the Old Act.
24. On perusal of this notification, it is evident that Central Government has made it
clear that NCLT can dispose of the transferred matters in accordance with the new Act
or the old Act, as the case may be.
25. This petitioner files cases under these provisions all over India; he has one, two
shares in most of the listed Companies in India, his season starts when time comes

04-10-2018 (Page 11 of 12) www.manupatra.com Damodaram Sanjivayya National Law University

 for holding annual general meetings ('AGMs'). He first files applications asking
inspections and documents, when for some or other reason, response is not
immediate, and he will file petitions. When the CLB was in existence, he filed cases
before all Benches, New Delhi, Kolkata, Chennai, Mumbai. These are all the company
petitions filed before CLB spilled over to NCLT. In most of the listed companies where
he has shares, hard time starts to such companies to defend the company petitions
filed by this petitioner. Then member time starts, as I, having worked as CLB Member
at Kolkata and Mumbai as well, heard and decided his cases, for hearing and disposal
of cases. That way, I am also part of this perennial litigation the petitioner raises as
adjudicator.
26. As to the order dated 8th September, 2016 passed by the hon'ble Bench of NCLT
Ahmadabad, it is not an order on final hearing or final decision having regard as to
whether NCLT has jurisdiction to decide matters covered under section 219 of the old
Act. Without going further in to the order of the respective Bench relied upon by the
petitioner, this Bench hereby distinguishes with the order aforementioned for the
reasons that it is not a final order even in respect to jurisdictional issue, and
moreover, the order of coordinating Bench will only have persuading effect, not
binding on this Bench, therefore, the observations made by the respective Bench are
hereby varied. On combined reading of the sections set out above and the reasons
given by this Bench, we hereby hold that NCLT has jurisdiction to deal with the
transferred matter filed under sections 163 and 219 of the old Act, therefore, the
point raised by the petitioner saying NCLT has no jurisdiction to decide the cases
filed under sections 163 and 219 before CLB and transferred under section 434 of the
new Act has no merit, therefore, this Bench has decided the issue of the
maintainability in all these petitions mentioned above against the petitioner.
© Manupatra Information Solutions Pvt. Ltd.

04-10-2018 (Page 12 of 12) www.manupatra.com Damodaram Sanjivayya National Law University