SHEKHAR B. SARAF, J.

1. This is an application arising out of an appeal in connection with a judgment passed by the Learned Single Judge on March 22, 2017 in the matter of Prasanta Kumar Mitra and Ors. vs India Steam Laundry (P) Limited and Ors. (in C.A. 563 of 2013 with C.P. 611 of 1988; C.C 43 of 2014). The company petition above relates to mismanagement and oppression under sections 397 and 398 of the Companies Act, 1956 (hereinafter referred to as “the 1956 Act”). By the said order, the Single Judge held that from 15th December, 2016, the High Court had lost jurisdiction to hear and dispose of the above proceedings in the High Court and the same stood transferred to the National Company Law Tribunal (hereinafter referred to as ‘NCLT’).

Factual Background

2. The facts leading to this application and appeal are as follows: -

a. The Companies Act, 1956 came into force on April 1st, 1956.

b. The Companies (Amendment) Act, 1988 (hereinafter referred to as “Amendment Act, 1988”) came into force on May 31, 1991. From this day onwards, several matters including matters relating to mismanagement and oppression (Section 397 to 405 of the 1956 Act) were transferred to the Company Law Board.

c. The Amendment Act, 1988 had a provision being Section 68 that retained matters and proceedings that were pending before the High Court prior to coming into force of the Amendment Act, 1988. The relevant section is set out below:

“Section 68: (1) Any matter or proceeding which, immediately before the commencement of the Companies (Amendment) Act, 1988 was pending before any Court shall, notwithstanding that such matter or proceeding would be heard by the Company Law Board after such commencement, be continued and disposed of by that court after such commencement in accordance with the provisions of the Principal Act as they stood immediately before such commencement.

(2) Any matter or proceeding which immediately before the commencement of the Companies (Amendment) Act, 1988, was pending before the Company Law Board by virtue of any notification issued by the Central Government shall, unless such matter or proceeding would be heard by the Company Law Board after such commencement, be heard and disposed of by the Central Government.”

d. The Companies Bill, 2011 was introduced in Parliament on December 2, 2011. The Notes on Clauses to the said bill explained two provisions of the bill including that of clause 434, which dealt with transfer of proceedings from various forums to the proposed tribunal. The said clause is set out below:

“Clause 434: This Clause corresponds to sections 10F and 647A of the Companies Act, 1956 and seeks to provide that on foundation of Tribunal, all matters pending before CLB shall stand transferred to the Tribunal. Similarly, all proceedings relating to compromise, arrangements and reconstruction and winding up of the companies pending before District Court and High Courts shall be transferred to the Tribunal except winding up proceedings pending before District Courts or High Courts.”

e. On June 1, 2016 the NCLT was notified and came into existence. Further, sub-section 1(a) and 1(b) of Section 434 of the Companies Act, 2013 (hereinafter referred to as “the 2013 Act”) were also notified on the date mentioned above.

f. On December 7, 2016, Clause (c) of sub-section (1) of Section 434 of the 2013 Act was notified with effect from December 16, 2016. Section 434 of the 2013 Act is provided below:

“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 (herein in this section referred to as the Company Law Board) constituted under sub-section (1) of section 10-E 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 provisio