Sh. Alok Kumar Mishra & Ors. Vs M/S Vigneshwara Developwell Pvt. Ltd. & Ors.

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IN THE HIGH COURT OF DELHI AT NEW DELHI

% Judgment Reserved on: 02.09.2025 Date of Decision: 12.09.2025 + CO.PET. 740/2014, CO.APPL. 381/2017, CO.APPL. 1239/2017, CO.APPL. 1317/2017, CO.APPL. 1447/2017, CO.APPL. 1522/2017, CO.APPL. 511/2018 SH. ALOK KUMAR MISHRA & ORS. .....Petitioners Through: versus M/S VIGNESHWARA DEVELOPWELL PVT. LTD. & ORS. .....Respondents

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Through: + CO.PET. 442/2015 & CO.APPL. 504/2018 SURESH DEVI .....Petitioner Through: versus VIGNESHWARA DEVELOPWELL PVT. LTD. & ORS. .....Respondents Through: Mr. Sumit K. Batra, SC for OL. Mr. Dhruv Wadhwa, Adv. for Applicant in CA. 714/2022 & 948/2024.

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CORAM:

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HON'BLE MS. JUSTICE TARA VITASTA GANJU JUDGMENT

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TARA VITASTA GANJU, J.:

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The present Company Petitions has been filed under Sections 433(e), 434 and 439 of the Companies Act, 1956, [hereinafter referred to as “1956 Act”] seeking the winding up of the Respondent Company – Vigneshwara

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Signature Not Verified

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Digitally Signed By:RAHUL Signing Da te:1 3.09.2025 CO.PET. 740/2014 & connected 16:14:09

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Developwell Pvt. Ltd., on the grounds of its inability to pay its debts to the Petitioner(s).

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The matter has been pending adjudication before this Court. Pursuant thereto, an Application has filed in Company Petition No. 885/2015 seeking transfer of the matter to the National Company Law Tribunal [hereinafter referred to “NCLT”], Delhi Bench.

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By a Judgment dated 12.09.2025 passed in Company Petition No. 885/2015. Company Petition No. 885/2015 has been transferred to the NCLT.

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Section 434(1)(c) of the Companies Act, 2013 [hereinafter referred to as the “2013 Act”] provides that all proceedings under the 1956 Act shall stand transferred to the NCLT. The first proviso to this Section sets out that only proceedings relating to winding up of the Company that are at the stage as may be prescribed by the Central Government shall stand transferred. The fifth proviso to this Section sets out that a party may file an application for such transfer. The relevant extract of Section 434 of the 2013 Act is set out below:

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“434. Transfer of certain pending proceedings.—(1) On such date as may be notified by the Central Government in this behalf,—

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(a) all matters, proceedings or cases pending before the Board of Company Law Administration (herein in this section referred to as the Company Law Board) constituted under sub-section (1) of section 10E of the Companies Act, 1956 (1 of 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;

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(b) any person aggrieved by any decision or order of the Company Law Board made before such date may file an appeal to the High Court within sixty days from the date of communication of the decision or order of the Company Law Board to him on any question of law arising out of such

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Signature Not Verified

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Digitally Signed By:RAHUL Signing Da te:1 3.09.2025 CO.PET. 740/2014 & connected 16:14:09

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order: Provided that the High Court may if it is satisfied that the appellant was prevented by sufficient cause from filing an appeal within the said period, allow it to be filed within a further period not exceeding sixty days;

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(c) all proceedings under the Companies Act, 1956 (1 of 1956), including proceedings relating to arbitration, compromise, arrangements and reconstruction and winding up of companies, pending immediately before such date before any District Court or High Court, shall stand transferred to the Tribunal and the Tribunal may proceed to deal with such proceedings from the stage before their transfer:

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Provided that only such proceedings relating to the winding up of companies shall be transferred to the Tribunal that are at a stage as may be prescribed by the Central Government:

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Provided further that only such proceedings relating to cases other than winding up, for which orders for allowing or otherwise of the proceedings are not reserved by the High Court shall be transferred to the Tribunal:

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Provided also that—

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(i) all proceedings under the Companies Act, 1956 other than the cases relating to winding up of companies that are reserved for orders for allowing or otherwise such proceedings; or

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(ii) the proceedings relating to winding up of companies which have not been transferred from the High Courts; shall be dealt with in accordance with provisions of the Companies Act, 1956 and the Companies (Court) Rules, 1959:

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Provided also that proceedings relating to cases of voluntary winding up of a company where notice of the resolution by advertisement has been given under sub-section (1) of section 485 of the Companies Act, 1956 but the company has not been dissolved before the 1st April, 2017 shall continue to be dealt with in accordance with provisions of the Companies Act, 1956 and the Companies (Court) Rules, 1959:

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Provided further that any party or parties to any proceedings relating to the winding up of companies pending before the any court immediately before the commencement of the Insolvency and Bankruptcy Code (Amendment) Ordinance, 2018, may file an application for transfer of such proceedings and the court may by order transfer such proceedings to the Tribunal and the proceedings so transferred shall be dealt with by the Tribunal as an application for initiation of corporate insolvency resolution process under the Insolvency and Bankruptcy Code, 2016 (31 of 2016).

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Signature Not Verified

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Digitally Signed By:RAHUL Signing Da te:1 3.09.2025 CO.PET. 740/2014 & connected 16:14:09

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(2) The Central Government may make rules consistent with the provisions of this Act to ensure timely transfer of all matters, proceedings or cases pending before the Company Law Board or the courts, to the Tribunal under this section.”

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[Emphasis Supplied]

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This Court has, on an Application made by a party, passed a judgment dated 12.09.2025 in CO. Appl. 428/2025 in CO. PET. 885/2015 captioned Col. P. K. Uberoi (Retd.) & Anr. v. Vigneshwara Developwell Pvt. Ltd. & Ors. directing that the winding up proceedings in respect of the Respondent Company – Vigneshwara Developwell Pvt. Ltd. be transferred to the NCLT for further proceedings. Given that the transfer is in respect of the Respondent Company and that these Petitions have also been filed against the Respondent Company, this Court deems it apposite to direct the transfer of these Petitions to the NCLT to enable an effective adjudication of all similarly situated parties.

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These Petitions are accordingly transferred to the National Company Law Tribunal. The Petitioner is at liberty to take appropriate steps in accordance with law for further proceedings before the National Company Law Tribunal.

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