Case Law Details
With effect from 1-6-2016 all applications complaining of oppression and mismanagement of a company have to be made before the National Company Law Tribunal. The question is what happens to a proceeding like the present one being an application complaining of oppression and mismanagement under sections 397 and 398 of the 1956 Act which was filed in this court in the year 1988 ?
Section 68 of the Amendment Act, 1988 was a transitional provision. It did not preserve the jurisdiction of the High Court generally. It only provided that proceedings pending in the High Court just before the commencement of the Amendment Act, 1988 would continue in the High Court notwithstanding that the Company Law Board would have exclusive jurisdiction to entertain and dispose of such applications from the date of commencement of the Amendment Act, 1988. However, section 434(l)(c) of the 2013 Act carries an absolutely clear mandate that all proceedings under the Companies Act, 1956, including proceedings relating to arbitration, compromise, arrangements and reconstruction and winding up of companies before the date of coming into operation of that section in the High Court shall stand transferred to the National Company Law Tribunal. The word all means all. It admits of no exception. The use of the word including in the said sub-section cannot by any stretch of imagination mean that the words “all proceedings under the Companies Act” have to be understood as proceedings relating to arbitration, compromise, arrangements and reconstruction and winding up of companies. The word including in that sub-section is only clarificatory. I have no doubt in my mind that each and all proceedings instituted under the Companies Act, 1956, including the proceedings like the present one, pending in the High Court as on 15-12-2016 stand transferred to the National Company Law Tribunal. It is an automatic transfer by operation of law. No sanction of the court is required. It is a statutory mandate and has to be followed whether such mandate is wise or not. All that the court is required to do is to send the records of this court to the National Company Law Tribunal.
Where a subsequent statute does not expressly repeal a previous statute covering the same field, to the best extent possible, the courts will endeavour to give effect to both the statutes by resorting to the principle of harmonious construction. However, when the words of the later statute are crystal clear leaving no scope for confusion and if such words cannot under any circumstances be construed harmoniously with the words of the previous statute, the earlier statute must be held to have been impliedly repealed. Where the earlier and the later provisions of law cannot stand together, where the words of the two enactments are absolutely irreconcilable, where the two provisions of law are plainly repugnant to each other, the earlier law would stand abrogated by the later law. The inconsistency between Section 68 of the Amendment Act, 1988 and section 434(1) (c) of the 2013 Act is so glaring and incapable of reconciliation that section 68 of the 1988 Amendment Act must be held to have been overridden and impliedly repealed by section 434(1) (c) of the Companies Act, 2013. The principles of statutory construction state that Parliament must be deemed to have been aware of the earlier statute while enacting the later law. Hence, if Parliament promulgates a statute which in no way can coexist with an earlier statute covering the same field, and if the subsequent statute cannot be given effect to without breaching the earlier statute, it has to be held that the earlier law has been impliedly repealed by the subsequent law.
In view of the aforesaid, it is my considered opinion that with effect from 15-12-2016 High court lost jurisdiction to hear and dispose of the present proceeding which stands transferred to the National Company Law Tribunal by operation of law.
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