Sayam Shares And Securities (P) Ltd vs Kss Petron (P) Ltd

NATIONAL COMPANY LAW APPELLATE TRIBUNAL, PRINCIPAL BENCH, NEW DELHI Company Appeal (AT) (Insolvency) No. 1001 of 2025 (Arising out of Order dated 10.07.2025 passed by the Adjudicating Authority (National Company Law Tribunal), New Delhi Principal Bench in TA (IBC) - 37(PB)/2025 in Company Petition (IB) No.526/ND/2024)

IN THE MATTER OF: Sayam Shares & Securities (P) Ltd. ...Appellant

Versus

KSS Petron (P) Ltd. & Anr. ...Respondents

Present:

For Appellant : Mr. Deepak Khosla, Advocate For Respondents : Mr. Abhijeet Sinha Sr. Advocate with Mr. Soayib Qureshi, Mr. Sandeep Bajaj, Ms. Anchal Kushwaha, Advocates. Mr. Gopal Jain Sr. Advocate with Mr. Deep Roy and Mr. Dhaval Saula, Advocates for RP.

WITH Company Appeal (AT) (Insolvency) No. 1014 of 2025 (Arising out of Order dated 11.07.2025 passed by the Adjudicating Authority (National Company Law Tribunal), New Delhi Principal Bench in CP (IB) No.526/ND/2024)

IN THE MATTER OF: Sayam Shares & Securities (P) Ltd. ...Appellant

Versus

KSS Petron (P) Ltd. & Anr. ...Respondents

Present:

For Appellant : Mr. Deepak Khosla, Advocate For Respondents : Mr. Abhijeet Sinha Sr. Advocate with Mr. Soayib Qureshi, Mr. Sandeep Bajaj, Ms. Anchal Kushwaha, Advocates. Mr. Gopal Jain Sr. Advocate with Mr. Deep Roy and Mr. Dhaval Saula, Advocates for RP.

Company Appeal (AT) (Ins.) Nos.1001 & 1014 of 2025 1 JUDGMENT

ASHOK BHUSHAN, J.

These two Appeal(s) have been filed by the same Appellant

challenging orders dated 10th July, 2025 passed by National Company

Law Tribunal ("NCLT"), New Delhi, Principal Bench in TA (IBC) -

37(PB)/2025, TA (IBC) - 38(PB)/2025 and TA (IBC) - 39(PB)/2025, which

are under challenge in Company Appeal (AT) (Ins.) No. 1001 of 2025.

Company Appeal (AT) (Ins.) No. 1014 of 2025 has been filed challenging

order dated 11.07.2025 passed in different IAs in which order has been

passed by NCLT, New Delhi Bench (Court - II).

2. Brief facts of the case necessary to be noticed for deciding these

Appeal(s) are:

Company Appeal (AT) (Ins.) No. 1001 of 2025

(i) The Respondent - KSS Petron (P) Ltd. filed a TA (IBC) -

37(PB)/2025 on line on 09.07.2025, on the same day, the

Appellant filed TA (IBC) - 38(PB)/2025 and another IA, i.e. TA

(IBC) - 39(PB)/2025 was filed by Kohinoor Crane Services.

(ii) On mention made by the Applicants the above Transfer

Application i.e TA No.37, 38 and 39 of 2025 were directed to

be listed on 10.07.2025, which were shown in the

Supplementary Cause List-2 issued for Principal Bench,

which coram shows Justice Ramalingam Sudhakar, Hon'ble

President. TA Nos.37, 38 and 38 of 2025 were listed at Item

Company Appeal (AT) (Ins.) Nos.1001 & 1014 of 2025 2 Nos.301, 302 and 303. In TA No.37 of 2025, a request has

been made to transfer Company Petition No.526 of 2024 titled

as KSS Petron Pvt. Ltd. vs. Bhubaneshwar Expressways Pvt.

Ltd. from NCLT, New Delhi Bench (Court - II) to Mumbai

Bench; Whereas in TA No.38 of 2025 filed by Sayam Shares

and Securities (P) Ltd. (Appellant herein), transfer was sought

of CP(IB) No.1202/MUM/2017 from NCLT Mumbai Bench to

the NCLT, New Delhi Bench (Court - II); and TA No.39 of

2025 filed by Kohinoor Crane Services seeking transfer of

CP(IB) No.1374/MUM/2017 from the NCLT Mumbai Bench to

NCLT, New Delhi Bench (Court - II). In the Transfer

Applications, apart from seeking transfer of the Company

Petitions, as referred above, certain other interim prayers

were prayed for.

(iii) All the Transfer Applications were taken up by the President

of the NCLT on 10.07.2025 and by the common order passed

in above three Transfer Applications, the President directed

the parties in TA No.37 of 2025 to file hard copy of the TA

along with all relevant documents. In TA Nos.38 and 39 of

2025, direction was issued to cure the defects before the next

date of hearing. The President, NCLT after hearing the

parties directed the matter to be listed on 18.07.2025. In

paragraph 13 of the order, the Court-II, NCLT Delhi and

NCLT, Mumbai were requested to defer the hearing in

Company Appeal (AT) (Ins.) Nos.1001 & 1014 of 2025 3 Company Petition (IB)-526/ND/2024; Company Petition (IB)-

1202/MUM/2017; and Company Petition (IB)-

1374/MUM/2017 pending before the respective Benches.

(iv) The Appellant who was Applicant in TA No.38 of 2025 and

has filed an TA in Company Petition in Company Petition (IB)-

526/ND/2024 pending in New Delhi Bench (Court - II) of

NCLT, has come up in the Appeal challenging order dated

10.07.2025 in Company Appeal (AT) (Ins.) No. 1001 of 2025.

In the Appeal, the Appellant has prayed for following reliefs:

"A. Quash, strike down and set aside the order dated 10-07-2025 passed by Hon'ble President in Transfer Petition (IB) No. 37 in 2025.

B. Interim relief (1): stay the operation of the order dated 10- 07-2025 in so far as it purports to request NCLT (Court II) to consider deferring further proceedings.

C. Interim relief (2) : exempt from filing a copy of the impugned order, and permit placement of reliance temporarily on the approximately text of the same, as only reliefs sought before placing a copy of the actual order is a stay on the direction to NCLT Court II to consider deferring further adjudication pending outcome of the transfer petition.

D. Interim relief (3): exempt the appellant from filing separate applications for separate reliefs, given that Court fees for separate applications has been paid.

Company Appeal (AT) (Ins.) Nos.1001 & 1014 of 2025 4 E. And pass such other order or orders the

directions as Hon'ble Appellate Tribunal may deem fit in the facts and circumstances of the case."

Company Appeal (AT) (Ins.) No. 1014 of 2025

(i) A Company Petition under Section 7 of Insolvency and

Bankruptcy Code, 2016 (hereinafter referred to as the "IBC")

has been filed by Respondent - KSS Petron Pvt. Ltd. ("KSS

Petron"), which Company Petition was filed by the Liquidator

of KSS Petron claiming to the Financial Creditor of

Bhubaneshwar Expressways (P) Ltd. - the Corporate Debtor

("CD"). The Company Petition under Section 7 was admitted

vide order dated 09.12.2024 by NCLT, New Delhi Bench

(Court - II), appointing an IRP. In the above Company

Petition an application has been filed by the Appellant for

recall of the admission order.

(ii) TA No.37 of 2025 was filed before the President, seeking

transfer of Company Petition (IB)-526/ND/2024 from NCLT,

New Delhi Bench (Court - II) to NCLT Mumbai, on which

application an order was passed by the President on

10.07.2025. Various applications in Company Petition (IB)-

526/ND/2024 were listed before the NCLT, New Delhi Bench

(Court - II) on 11.07.2025. The copy of the order dated

10.07.2025 passed by the President was placed before the

NCLT, New Delhi Bench (Court - II), which Bench acceding to

Company Appeal (AT) (Ins.) Nos.1001 & 1014 of 2025 5 the request made in the order, deferred the proceedings till

23.07.2025. Company Appeal (AT) (Ins.) No. 1014 of 2025

has been filed challenging order dated 11.07.2025 passed by

NCLT, New Delhi Bench (Court - II).

3. We have heard Shri Deepak Khosla, learned Counsel appearing for

the Appellant(s); Shri Abhijeet Sinha, learned Senior Counsel appearing

for Respondent in both the Appeal(s); Shri Navin Pahwa, learned Senior

Counsel appearing for Respondent; Advocate Shri Gopal Jain, learned

Senior Counsel appearing for RP.

4. Learned Counsel for the Appellant in support of Company Appeal

(AT) (Ins.) No. 1001 of 2025 submits that order dated 10.07.2025 virtually

directed the NCLT, New Delhi Bench (Court - II), where

CP(IB)526/ND/2024 was pending, to defer the hearing, which is nothing

but passing an interim stay order in TA No.37 of 2025. It is submitted

that the President of the NCLT only have administrative powers while

transferring a case from one Bench to another Bench and had no

jurisdiction to grant any interim order. The President does not exercise

any judicial function while hearing a Transfer Application, hence, could

not have passed any kind of interim order. It is further submitted that

Transfer Applications were taken by the President, NCLT during lunch

hours, to which the Counsel appearing for the Appellant has objected to,

but Applications were heard and order was passed on 10.07.2025. It is

submitted that the Appellant before the President, NCLT has raised

various grounds for rejection of the Transfer Application. It is submitted

Company Appeal (AT) (Ins.) Nos.1001 & 1014 of 2025 6 that an objection has been filed by the Appellant for rejection of TA No.37

of 2025 in limine, seeking transfer of CP(IB)-526/ND/2024 as well as 14

grounds have been raised by the Appellant. The learned Counsel for the

Appellant has placed a note containing 14 grounds before the President,

NCLT, on which the Appellant sought rejection of TA No.37 of 2025. Shri

Khosla submits that in fact, proceedings in Company Petition pending in

the NCLT Mumbai, need to be transferred to NCLT, New Delhi Bench

(Court - II), which has been prayed in TA Nos.38 and 39 of 2025. TA

No.38 of 2025 has been filed by the Appellant for transferring the pending

Company Petition (IB) No.1202/MUM/2017 from Mumbai Bench to NCLT,

New Delhi Bench (Court - II). It is submitted that no Applicant is entitled

for any interim order in the Transfer Application without showing any

prejudice to the Applicant and in the present case, no prejudice has been

shown by the Applicant of TA No.37 of 2025.

5. Learned Counsel for the Respondent appearing for KSS Petron

opposing the submissions of the Appellant submits that order passed by

the President, NCLT is an order in exercise of jurisdiction under Rule

16(d) of the NCLT Rules, 2016 ("Rules") and no appeal is maintainable

under Section 61 of the IBC. It is submitted that the order dated

10.07.2025 was passed by the President after hearing both the parties,

including the learned Counsel for the Appellant, who appeared through

VC, when the case was called and also appeared physically subsequently.

It is submitted that the TAs were listed before the President and after

rising of the Division Bench, the Hon'ble President assembled and took up

Company Appeal (AT) (Ins.) Nos.1001 & 1014 of 2025 7 the TAs filed under Rule 16(d), in which order was passed by the

President, directing the TAs to be listed on 18.07.2025. The parties were

asked to file hard copies and to cure the defects. The Hon'ble President in

paragraph 13 has only requested Bench-II, NCLT New Delhi and Mumbai

Bench of NCLT to defer the proceedings in the Company Petitions. The

above was only the request to the Court hearing the Company Petitions at

NCLT, New Delhi Bench (Court - II) and NCLT Mumbai and is not passing

of any interim order. It is further submitted that there is no error in

passing of the said direction in paragraph 13 of the said order by the

President. The TAs have to be listed on 18.07.2025 and all objections

regarding maintainability or merits of TA No.37 of 2025, could have been

pleaded by the Appellant before the Hon'ble President. No issues

regarding maintainability of the TAs need to be examined in these

Appeal(s). It is further submitted that the Appellant himself has prayed

for transfer of Company Petition from NCLT Mumbai to NCLT, New Delhi

Bench (Court - II), which was also taken and heard along with TA No.37

of 2025.

6. In support of the Company Appeal (AT) (Ins.) No. 1014 of 2025, Shri

Khosla submits that NCLT, New Delhi Bench (Court - II) was not required

to defer the hearing on 11.07.2025 of the various applications pending in

CP(IB)-526/ND/2024 and that it erred in deferring the hearing till the

present TAs are finalized. On the mere filing of the TAs, there shall not be

stay of the proceedings, which are sought to be transferred and for

granting any kind of interim order, the prejudice has to be shown by the

Company Appeal (AT) (Ins.) Nos.1001 & 1014 of 2025 8 Applicant. It is submitted that NCLT, New Delhi Bench (Court - II) was

required to proceed with the hearing of various applications and ought

not to have deferred the hearing. It is submitted that order passed by

NCLT, New Delhi Bench (Court - II) admitting CP(IB)-526/ND/2024 were

nullity and the Appellant - Sayam Shares & Securities (P) Ltd. has filed

the application for recall of the order, which was required to be heard and

decided and all attempts are being taken to scuttle the hearing of the said

application.

7. We have considered the submissions of learned Counsel for the

parties and have perused the records.

8. The order under challenge in Company Appeal (AT) (Ins.) No. 1001

of 2025, is an order passed by the President of NCLT, while hearing

Transfer Applications in exercise of Rule 16(d). The first objection, which

has been raised by the Respondent is regarding maintainability of the

Appeal under Section 61 of the IBC. The next question, which needs to

be considered is regarding nature of the order passed on 10.07.2025, as

to whether the order dated 10.07.2025 is purely an administrative order,

while passing which order, there is no jurisdiction in the President to pass

any kind of interim directions, as is said to have been done in the order

dated 10.07.2025.

9. We need to first notice the Rule 16(d) of NCLT Rules, 2016, which

deals with functions of the President. Rule 16 of the NCLT Rules, 2016 is

as follows:

Company Appeal (AT) (Ins.) Nos.1001 & 1014 of 2025 9 "16. Functions of the President.- In addition to the general powers provided in the Act and in these rules the President shall exercise the following powers, namely:-

(a) preside over the consideration of cases by the Tribunal;

(b) direct the Registry in the performance of its functions;

(c) prepare an annual report on the activities of the Tribunal;

(d) transfer any case from one Bench to other Bench when the circumstances so warrant;

(e) to withdraw the work or case from the court of a member.

(f) perform the functions entrusted to the President under these rules and such other powers as my be relevant to carry out his duties as head of the Tribunal while exercising the general superintendence and control over the administrative functions of the Members, Registrar, Secretary and other staff of the Tribunal."

10. Rule 16(d) provides that the President shall have power to transfer

any case from one Bench to other Bench when the circumstances so

warrant. The present is a case where an order has been passed on TAs

filed by the parties before the Principal Bench, praying for transfer of

Company Petitions from Mumbai to Delhi and vice-versa. The first

question is regarding the maintainability of the Appeal against the order

under Rule 16(d). Under Section 61 of the IBC, the Appeals are provided

to Appellate Tribunal against an order passed by Adjudicating Authority

under Part-II of the IBC. The order passed by the President, NCLT under

Rule 16(d), is not an order passed by Adjudicating Authority in Part-II of

the IBC. Hence, it is clear that the Appeal under Section 61 of the IBC is

not maintainable. In a recent judgment delivered on 17.07.2025 by this

Tribunal in Company Appeal (AT) (Ins.) No.934 of 2025 - Imbulle

Company Appeal (AT) (Ins.) Nos.1001 & 1014 of 2025 10 Realtors Pvt. Ltd. vs. Sanjeev Kumar, Director (Power Suspended) of

Realanchor Developers Pvt. Ltd. & Ors., the issue of maintainability of

an Appeal under Section 61 of the IBC against an order passed by the

President, NCLT under Rule 16(d) was considered and this Tribunal held

that no Appeal under Section 61 is maintainable against order passed by

the President, NCLT under Rule 16(d). This Tribunal, however, has also

noticed the provisions of the Companies Act, 2013 and has come to the

conclusion that order passed by the President is an order under Rule

16(d), exercising the powers of NCLT and hence, the Appeal shall lie

under Section 421 against the stay order. In the said judgment, the

provision of Section 419 of the Companies Act was also noticed. It is

useful to notice paragraphs 11 and 12 of the judgment, where following

was laid down:

"11. By virtue of Section 419(3) read with Rule 16(d), President in passing an order under Rule 16(d) exercises the power of the NCLT. Section 421 provides for appeal from orders of Tribunal. Section 421 of the Act is as follows:

"421. Appeal from orders of Tribunal -

(1) Any person aggrieved by an order of the Tribunal may prefer an appeal to the Appellate Tribunal.

(2) No appeal shall lie to the Appellate Tribunal from an order made by the Tribunal with the consent of parties.

(3) Every appeal under sub-section (1) shall be filed within a period of forty-five days from the date on which a copy of the order of the Tribunal is made available to the person aggrieved and shall be in such form, and accompanied by such fees, as may be prescribed: Provided that the Appellate Tribunal may

Company Appeal (AT) (Ins.) Nos.1001 & 1014 of 2025 11 entertain an appeal after the expiry of the said period of forty-five days from the date aforesaid, but within a further period not exceeding forty-five days, if it is satisfied that the appellant was prevented by sufficient cause from filing the appeal within that period.

(4) On the receipt of an appeal under sub-section (1), the Appellate Tribunal shall, after giving the parties to the appeal a reasonable opportunity of being heard, pass such orders thereon as it thinks fit, confirming, modifying or setting aside the order appealed against.

(5) The Appellate Tribunal shall send a copy of every order made by it to the Tribunal and the parties to appeal."

12. Section 61 of the IBC as noticed above provides for an appeal against order passed by adjudicating authority under Part II of the IBC. Order passed by President under Rule 16(d) cannot be said to be an order passed under Part II of the IBC, however, in view of the provisions of Section 421 as noticed above the appeal against an order passed by President under 16(d) is fully maintainable under Section 421 of the Companies Act, 2013. We, thus accept the submission of the Respondent No. 1 that appeal against an order of the Tribunal is not maintainable under Section 61. However, appeal being maintainable under Section 421 of the Act and the present appeal has also been filed within the time as allowed under Section 421 of the Act, we proceed to consider the submission of the parties on merits."

11. In view of the above, we are of the view that although the Appeal

under Section 61 of the IBC is not maintainable, however, the Appeal

being maintainable under Section 421 of the Companies Act, 2013, we

need to consider the submissions of the parties.

Company Appeal (AT) (Ins.) Nos.1001 & 1014 of 2025 12

12. One of the issues raised by the Appellant is with respect to the

nature of jurisdiction, which is exercised by the President in passing an

order under Rule 16(d). Rule 16(d) is couched in wide terms, empowering

the President for transferring a case from one Bench to other when the

circumstances so warrant. Under Rule 16(d), the President exercises

administrative powers to transfer cases from one Bench to other Bench.

Rule 89 provides for 'Preparation and publication of daily cause list', which

is prepared subject to directions of the President. Rule 89, sub-rule (1) is

as follows:

"89. Preparation and publication of daily cause list.-- (1) The Registry shall prepare and publish on the notice board of the Registry before the closing of working hours on each working day the cause list for the next working day and subject to the directions of the President, listing of cases in the daily cause list shall be in the following order of priority, unless otherwise ordered by the concerned Bench; namely;-

(a) cases for pronouncement of orders;

(b) cases for clarification;

(c) cases for admission;

(d) cases for orders or directions;

(e) part-heard cases, latest part-heard having precedence; and

(f) cases posted as per numerical order or as directed by the Bench;"

13. The President of the NCLT, is the Master of the Roster and hence,

listing of cases and distribution of work is under general and special order

of the President. Conducting the business of NCLT, Principal Bench and

its different Benches is vested in the President and the work distribution

and listing of cases under general and special order. Thus, the power of

Company Appeal (AT) (Ins.) Nos.1001 & 1014 of 2025 13 the President to direct for distribution of work and listing of cases before

the Principal Bench and different Benches of the NCLT is administrative

powers vested in the President. The question raised in these Appeal(s) is

nature of jurisdiction of the President, which is exercised on a Transfer

Application, which is filed for transfer of one case from one Bench to

another Bench. In the present case, TA Nos.37, 38 and 39 of 2025 were

the TAs, which were listed before the President of the NCLT. In the Cause

List, which was issued on 10.07.2025 before the NCLT Principal Bench,

Division Bench-I, a Supplementary List-2 was published with coram

Justice Ramalingam Sudhakar, Hon'ble President, where TA Nos.37, 38

and 39 of 2025 were listed. It is useful to extract the coram and

Supplementary List-2, which is to the following effect:

CORAM: JUSTICE RAMALINGAM SUDHAKAR, HON'BLE PRESIDENT SUPPLEMENTARY LIST-2:

301 TA (IBC) New Transfer Rule 16(d) KSS Petron Soayib 37(PB)/2025 application NCLT, Private Limited Qureshi filed by 2016 vs. applicant for Bhubaneshwar seeking Expressway Pvt.

direction Ltd. 302 TA (IBC) New Transfer Rule 16(d) Sayam Shares Deepak 38(PB)/2025 application NCLT, and Securities Khosla filed by 2016 (P) Ltd. vs. KSS applicant for Petron (P) Ltd. seeking direction 303 TA (IBC) New Transfer Rule 16(d) Kohinoor Crane Deepak 39(PB)/2025 application NCLT, Services vs. Khosla filed by 2016 Petron applicant for Engineering seeking Construction direction Ltd.

14. Transfer Application Nos.37, 38 and 39 of 2025 were filed by the

different Applicants as noted above, which Applications were listed in the

Court of President as per coram, as noted above. Under Section 419 of

Company Appeal (AT) (Ins.) Nos.1001 & 1014 of 2025 14 the Companies Act, which deals with the Benches of the Tribunal.

Section 419, sub-section (3) provides that the powers of the Tribunal shall

be exercisable by Benches consisting of two Members, out of whom one

shall be a Judicial member and other shall be a Technical Member. The

proviso of sub-section (3) of Section 419 is as follows:

"419(3) The powers of the Tribunal shall be exercisable by Benches consisting of two Members out of whom one shall be a Judicial Member and the other shall be a Technical Member:

Provided that it shall be competent for the Members of the Tribunal authorised in this behalf to function as a Bench consisting of a single Judicial Member and exercise the powers of the Tribunal in respect of such class of cases or such matters pertaining to such class of cases, as the President may, by general or special order, specify:

Provided further that if at any stage of the hearing of any such case or matter, it appears to the Member that the case or matter is of such a nature that it ought to be heard by a Bench consisting of two Members, the case or matter may be transferred by the President, or, as the case may be, referred to him for transfer, to such Bench as the President may deem fit."

15. Thus, Bench can also be of a Single Judicial Member, which can

exercise the powers of the Tribunal in respect of such class of cases or

such matters pertaining to such class of cases, as the President may, by

general or special order, specify. Thus, the President while sitting in a

Court as a single Judicial Member, exercises the jurisdiction of a Bench

as per Section 419 sub-section (3) proviso. Further, when the TAs are

listed in the Court, which is shown in the Cause List, which are matters

Company Appeal (AT) (Ins.) Nos.1001 & 1014 of 2025 15 to be considered by Bench of Hon'ble President, who is a Judicial Member

sitting singly and the TAs, which are filed by the Applicants for transfer

of a case from one Bench to another Bench, is thus business of a Court.

Thus, when the President decides the applications, which are listed in the

Court before the President as coram of a Bench, passing an order by the

President are judicial order and thus, orders passed by the President

sitting in the Court are not administrative order. Although, as noted

above, the President has administrative jurisdiction conferred under the

Rules to direct the distribution of business, listing of cases and transfer of

cases, but when the said power is exercised on an Application filed for

transfer by an Applicant and the matter is listed in the Court for

consideration of business of the Court, on which any order passed by the

President is a judicial order. In this context, we need to notice a

judgment of the Hon'ble Supreme Court in (2009) 1 SCC 130 - Jitendra

Singh vs. Bhanu Kumari and Ors., where Hon'ble Supreme Court was

considering the jurisdiction under Section 24 of the Civil Procedure Code.

Section 24 of the Civil Procedure Code provides as follows:

"24. General power of transfer and withdrawal.

1) On the application of any of the parties and after notice to the parties and after hearing such of them as desired to be heard, or of its own motion without such notice, the High Court or the District Court may at any stage

(a) transfer any suit, appeal or other proceeding pending before it for trial or disposal to any Court subordinate to it and competent to try or dispose of the same, or

Company Appeal (AT) (Ins.) Nos.1001 & 1014 of 2025 16

(b) withdraw any suit, appeal or other proceeding pending in any Court subordinate to it, and

(i) try or dispose of the same; or

(ii) transfer the same for trial or disposal to any Court subordinate to it and competent to try or dispose of the same; or

(iii) retransfer the same for trial or disposal to the Court from which it was withdrawn.

(2) Where any suit or proceeding has been transferred or withdrawn under sub-section (1), the Court which 1[is thereafter to try or dispose of such suit or proceeding] may, subject to any special directions in the case of an order of transfer, either retry it or proceed from the point at which it was transferred or withdrawn.

(3) For the purposes of this section,

(a) Courts of Additional and Assistant Judges shall be deemed to be subordinate to the District Court;

(b) proceeding includes a proceeding for the execution of a decree or order].

(4) The Court trying any suit transferred or withdrawn under this section from a Court of Small Causes shall, for the purposes of such suit, be deemed to be a Court of Small Causes.

(5) A suit or proceeding may be transferred under this section from a Court which has no jurisdiction to try it."

16. In the above case under Section 24, it was held that in certain

cases, cases can be transferred for administrative reasons, but when an

application for transfer is made by a party, the Court is required to issue

notice to other party and hear the party and while passing the said order,

Company Appeal (AT) (Ins.) Nos.1001 & 1014 of 2025 17 the Court has to act judicially. In paragraph 9 of the judgment, following

was held:

"9. The purpose of Section 24 CPC is merely to confer on the court a discretionary power. A court acting under Section 24 CPC may or may not in its judicial discretion transfer a particular case. Section 24 does not prescribe any ground for ordering the transfer of a case. In certain cases it may be ordered suo motu and it may be done for administrative reasons. But when an application for transfer is made by a party, the court is required to issue notice to the other side and hear the party before directing transfer. To put it differently, the court must act judicially in ordering a transfer on the application of a party. In the instant case the reason which has weighed with the High Court for directing transfer does not really make out a case for transfer."

17. The above judgment of the Hon'ble Supreme Court carves out clear

distinction of two powers, i.e., executive power as well as judicial power.

18. The Division Bench of the Bombay High Court in Lawyers' Forum

for General Utility & Litigating Public, Aurangabad, Through its

President vs. State of Maharashtra and Ors. - (2014) SCC OnLine

Bom 1849 has elaborately dealt on the subject. In the above case, the

power of the Chief Justice of the High Court with respect to transfer of

cases to the Bombay High Court was upheld in the said case. The power

exercised by the Chief Justice, which is administrative in nature to

transfer, however, it was noticed that when a transfer is sought to be

made by filing an application by the party to a proceeding, the Chief

Justice has to hear the contesting parties, before passing an order of

transfer. In paragraph 42, following was observed:

Company Appeal (AT) (Ins.) Nos.1001 & 1014 of 2025 18 "42. A distinction has to be made between a transfer sought to be made on the prayer made by the parties to the proceedings on the grounds which are not administrative in nature and a transfer sought to be made by the Hon'ble the Chief Justice on the administrative grounds. The second category will also include the cases where concerned Benches opine that the matters pending at different Benches need to be clubbed together and to be heard by one and the same Bench. As far as the first category is concerned, the transfers are normally sought on the ground of convenience of the parties to the litigations or on the ground that a party to the litigation is of the view that the matter should not be heard by a particular Judge or by a particular Division Bench. In the first category of cases, it is obvious that the Hon'ble the Chief Justice will have to hear the contesting parties before passing an order of transfer. As far as the second category is concerned, when the Hon'ble the Chief Justice transfers the cases on administrative grounds, he exercises his plenary power being the master of roster."

19. Further, the Bombay High Court referring to an earlier judgment of

the Hon'ble Supreme Court in Manju Verma (Dr.) vs. State of U.P. -

(2005) 1 SCC 73 has noticed exercise of jurisdiction under the Chief

Justice as adjudicatory in nature as well as administrative. In

paragraphs 47 and 48, the Bombay High Court laid down following:

47. It will be necessary to make a reference to the Paragraph 15 of the said decision, In Paragraph 15 of the decision in the case of Manju Varma (Dr.), the Apex Court observed thus:--

"15. There was nothing executive in the procedure followed in this case. The respondent had applied to the Chief Justice under para 14 for a transfer of the appellant's writ petition from Lucknow to Allahabad.

Company Appeal (AT) (Ins.) Nos.1001 & 1014 of 2025 19 The Chief Justice heard the parties and by a detailed and reasoned order directed such transfer. There can in the circumstances be no doubt that the order of the Chief Justice was, if not judicial, at least quasi- judicial."

In Paragraph 19, the Apex Court held thus:--

"19. He was, therefore, acting as an adjudicating body empowered by the Constitution to discharge judicial functions. We would accordingly hold that the Chief Justice while exercising jurisdiction under para 14 of the 1948 Order, acts as a judicial authority with all the attributes of a Court and his order is, therefore, amenable to correction under Article 136."

48. Thus, it is clear that the Apex Court was dealing with a case where a regular Application for transfer of a case from Lucknow Bench to Allahabad was made to which an objection was raised by the Petitioner before the Apex Court. The Apex Court in the context of the fact that the Hon'ble the Chief Justice had passed an order after hearing the parties observed that there was nothing executive in the procedure followed in the case. Considering the procedure followed in the case by the Hon'ble the Chief Justice that the Apex Court held that the Hon'ble the Chief Justice was acting as a judicial authority with all the attributes of a Court."

20. Referring to another judgment of the Hon'ble Supreme Court in

(1997) 3 SCC 11 - Jitendra Singh vs. Bhanu Kumar in paragraph 49,

the Bombay High Court has again observed:

"49. Independently of the proviso to the said Rule, as we have held earlier, there is a plenary power vesting in the Hon'ble the Chief Justice to withdraw a matter pending before a Bench and transfer it to an another Bench. The

Company Appeal (AT) (Ins.) Nos.1001 & 1014 of 2025 20 case before the Apex Court was of a regular transfer application moved before the Hon'ble the Chief Justice by a party to the proceedings by invoking Clause 14 of the 1948 Order which was objected by the Respondent. At this stage, it will be necessary to make a reference to another decision of the Apex Court in the case of Vivekanand Nidhi v. Asheema Goswami (Smt.)4. In the said case, the Apex Court accepted the submission made before it that if an order was passed suo motu by the learned District Judge in exercise of powers under Section 24 of the said Code, there was no occasion to issue a notice to the Respondent. The learned senior counsel appearing for the High Court Administration relied upon another decision in the case of Jitendra Singh v. Bhanu Kumari5. In Paragraph 9 of the said decision, the Apex Court held thus:--

"9. The purpose of Section 24 CPC is merely to confer on the Court a discretionary power. A Court acting under Section 24 CPC may or may not in its judicial discretion transfer a particular case. Section 24 does not prescribe any ground for ordering the transfer of a case. In certain cases it may be ordered suo motu and it may be done for administrative reasons. But when an application for transfer is made by a party, the Court is required to issue notice to the other side and hear the party before directing transfer. To put it differently, the Court must act judicially in ordering a transfer on the application of a party. In the instant case the reason which has weighed with the High Court for directing transfer does not really make out a case for transfer."

(emphasis added)"

21. It was held that when order is passed suo motu, it does not require

hearing of the parties. But when an application of transfer is made, the

Company Appeal (AT) (Ins.) Nos.1001 & 1014 of 2025 21 Court is required to issue notice and hear the parties and in that capacity

the Court must act judicially in ordering transfer. It is, thus, clear that

when order is passed by the President on an application filed by an

Applicant for transfer of case from one Bench to another Bench and the

said application is listed in the Court for hearing, the Hon'ble President

has to act judicially in considering the application and any order passed

in the said application is an order of judicial nature and is an order

passed by NCLT amenable to an appeal.

22. In view of the foregoing discussions, we hold that the order passed

by the President dated 10.07.2025 in TA Nos.37, 38 and 39 of 2025 is

order passed by NCLT, which is an order of a judicial nature and is

amenable to an appeal under Section 421 of the Companies Act.

23. Learned Counsel for the Appellant has taken exception to the

observation made by the President in paragraph 13, where the President

has requested the NCLT, New Delhi Bench (Court - II) and Mumbai Bench

to defer the proceedings. It is useful to extract paragraph 13 of the

impugned order dated 10.07.2025, which is as follows:

"13. As to the merit of the plea as stated by both sides, it is apparent that they want transfer from NCLT, New Delhi to NCLT, Mumbai and vice versa on various issues as can be discerned from the oral plea. The correct factual position has to be ascertained in the course of proper hearing in order to ensure that the rival contentions are considered. In this backdrop, pending the filing of hard copies of the pleadings, CourtII, NCLT, New Delhi and Court-II, NCLT, Mumbai are requested to defer the proceedings in Company Petition (IB)- 526/ND/2024 pending before Court-II, NCLT, New Delhi,

Company Appeal (AT) (Ins.) Nos.1001 & 1014 of 2025 22 Company Petition (IB)-1202/MUM/2017, Company Petition (IB)-1374/MUM/2017 pending before Court-II NCLT, Mumbai."

24. From the above paragraph, it is clear that Hon'ble President

observed the correct factual position has to be ascertained in the course

of proper hearing, in order to ensure that the rival contentions are

considered. In that backdrop the NCLT, New Delhi Bench (Court - II) and

NCLT Mumbai Bench were requested to defer the proceedings in CP(IB)-

526/ND/2024; CP(IB)-1202/MUM/2017 and CP(IB)-1374/MUM/2017.

We do not find any lack of jurisdiction in the President to request the

concerned NCLT Benches to defer the proceedings till the TAs are heard

and decided.

25. Learned Counsel for the Appellant has contended that TA No.37 of

2025 deserved to be rejected. He submits that he has raised 14 grounds

of challenge to the TA No.37 of 2025, which according to him are

contained in paragraph 2 of the Note at Page-12, which he has submitted

before NCLT, which grounds merit rejection of TA No.37 of 2025. Insofar

as the various grounds raised by learned Counsel for the Appellant with

regard to TA No.37 of 2025, we are of the view that it is premature to

enter into any such grounds in these Appeal(s). TAs are pending

consideration before the Adjudicating Authority and vide order dated

10.07.2025, next date fixed was 18.07.2025 and parties were asked to file

hard copies and cure the defects. It is open for the Appellant to raise all

grounds with respect to TA No.37 of 2025 before the President, which is

Company Appeal (AT) (Ins.) Nos.1001 & 1014 of 2025 23 under consideration, at this stage we need not enter into the above

grounds.

26. Shri Deepak Khosla, learned Counsel for the Appellant has also

raised one more submission, i.e. TAs were taken by the Hon'ble President

during lunch hours. Shri Khosla referring to Rule 9 of the NCLT Rules,

2016 submits that sitting hours of the Court of NCLT are 10:30 AM to

01:00 PM and 02:00 PM to 04:30 PM. Rule 9 of the Rules, which is relied

by the Appellant is as follows:

"9. Sitting hours.- The sitting hours of the Tribunal shall ordinarily be from 10:30 AM to 1:00 PM and 2:00 P.M. to 4:30 PM, subject to any order made by the President."

27. The President, NCLT in its order dated 10.07.2025 has noticed that

on mentioning by the parties on 09.07.2025, the matters were listed on

10.07.2025, when the parties sought urgent hearing and mentioned the

Court to hear the matter and Court has fixed the matter on next date, i.e.

10.07.2025, which were shown in the Cause List and cases were listed in

Supplementary List-2, which was after the business of Division Bench as

well as matters listed in Supplementary List-1. Even if, the Court

proceeds to consider the business listed in the Court during lunch hours,

which obviously was under the order of the President and information to

the parties, the order passed on 10.07.2025 cannot be faulted on the

above ground. Sitting hours as mentioned in Rule 9 uses the word

'ordinarily'. When the party mentions for taking up the matter on very

next date and the Court after notice to both the parties, hear the matter,

during lunch hours, the order cannot be faulted on this ground as

Company Appeal (AT) (Ins.) Nos.1001 & 1014 of 2025 24 submitted by the Appellant. Furthermore, the present is a case, where

Counsel for the Appellant also appeared through VC and made his

submissions. Learned Counsel for the Appellant submits that he on the

VC requested for adjournment and requested the matter to be taken after

lunch, which request was not acceded to and Court proceeded with the

applications. The order dated 10.07.2025, itself indicates that learned

Counsel for the Appellant, Shri Deepak Khosla had appeared in TA

Nos.38 and 39 of 2025, which is noticed in paragraph 8 of the order,

which paragraph is as follows:

"8. Mr. Deepak Khosla, Ld. Counsel appeared for the Applicant in TA (IBC)- 38(PB)/2025 and TA (IBC)- 39(PB)/2025 and for Respondent in TA (IBC)- 37(PB)/2025 after the arguments were made by the Ld. Sr. Counsel appearing for the Applicant in TA (IBC)-37(PB)/2025. This Court waited for some time on his VC request and heard the Counsel."

28. Thus, when the matter is heard, no exception can be taken, if the

Court proceeds to hear during lunch hour, specially, when the matter was

mentioned on the ground of urgency, one day before, and listed in the

Cause List. It is further to be noticed that one of the applications, i.e. TA

No.38 of 2025 is filed by the Appellant herein, i.e. Sayam Shares and

Securities (P) Ltd., which was also listed. When Applicant who has filed

TA, which is listed and Applicant is heard before passing the order, no

exception can be taken to the continued hearing during lunch time. We,

thus, cannot accept the submissions of the Appellant that order deserves

to be interfered with on the grounds of Rule 9 of the NCLT Rules, 2016.

Company Appeal (AT) (Ins.) Nos.1001 & 1014 of 2025 25

29. Vide order dated 10.07.2025, the Court has issued Notices to the

parties and fixed 18.07.2025 next date of hearing and directed the parties

to file hard copies and cure the defects, we are of the view that no

grounds are made out to interfere with the order dated 10.07.2025 in TA

Nos.37, 38 and 39 of 2025.

30. Now, coming to the order passed on 11.07.2025 by NCLT, New

Delhi Bench (Court - II), where NCLT after noticing the order dated

10.07.2025 of the President passed in TA Nos.37, 38 and 39 of 2025 has

deferred the hearing. It is useful to notice the entire order passed by

NCLT, New Delhi Bench (Court - II), which is as follows:

"IA-2355/ND/2025, IA-2549/ND/2025, Cont.Pett.- 20/ND/2025, IA1430/ND/2025, IA-2693/ND/2025, IA- 2779/ND/2025, IA2887/ND/2025, 3104/ND/2025, IA- 2879/ND/2025: Mr. Deepak Khosla, Ld. Counsel could fairly produce a copy of order dated 10.07.2025 passed by Hon'ble President.

As can be seen from the order, indubitably TA(IBC)/37/PB/2025 has been filed by KSS Petron Pvt. Ltd. seeking transfer of the present proceeding from this Bench to Mumbai Bench.

Similarly, TA(IBC)/38/PB/2025 has been preferred by Sayam Shares and Securities (P) Ltd. seeking again for transfer of present proceedings to Mumbai Bench.

TA(IBC)/39/PB/2025 has been preferred by Kohinoor Crane Service, seeking transfer of CP/IB/1374/MUM/2017 from NCLT Mumbai Bench to this Bench.

Once any of the parties has initiated the process for transfer of pending proceedings from a particular Bench, to upkeep the credibility of the judicial system, fairness and

Company Appeal (AT) (Ins.) Nos.1001 & 1014 of 2025 26 impartiality, it is incumbent upon the Court not to take up the matter for hearing till the process initiated for transfer of pending proceedings is culminated.

We are of the considered view, that any attempt to take up a matter for which any of the parties have moved process for transfer from that Bench would give rise to doubt in the mind of the parties. In the wake, once separate applications have been moved by the parties for transfer of pending proceedings from this Bench, we are inclined to defer the proceedings till 23.07.2025. At this stage, Mr. Deepak Khosla, Ld. Counsel submitted that the extensive arguments put forth by him should be recorded in the matter. We are of the considered view that once some of the parties have sought transfer of present proceedings from this Bench, it would not be proper for us to take the matter up for hearing, far less record the arguments of any of the parties."

31. NCLT, New Delhi Bench (Court - II) having noticed the fact that

parties have initiated the process of transfer of pending proceedings from

one Bench to another, it is incumbent upon the Court, not to take up the

matter for hearing till the process of transfer of hearing is culminated. It

is relevant to notice that TA No.37 of 2025 has been filed for transfer of

case from NCLT, New Delhi Bench-II to NCLT, Mumbai Bench; whereas

TA No.38 of 2025 was filed by the Appellant for transferring of Company

Petition pending in NCLT Mumbai Bench to NCLT, New Delhi Bench

(Court - II). Thus, present is a case where both the parties are praying for

transfer of petition vice-versa.

32. In the above case, we do not find any error in the order of NCLT,

New Delhi Bench (Court - II), to not take up the matter till the process

initiated for transfer of both the parties is culminated. Sufficient reasons

Company Appeal (AT) (Ins.) Nos.1001 & 1014 of 2025 27 have been given by the NCLT, New Delhi Bench (Court - II) for awaiting

the order passed in the transfer applications, which are pending

consideration. It is further to be noticed that the President by an order

dated 10.07.2025 has fixed the matter on 18.07.2025 and applications

were taken up before NCLT, New Delhi Bench-II on 11.07.2025, on which

date, the order dated 11.07.2025, as noted above, was passed. We do not

find any error in the order passed by the NCLT, New Delhi Bench (Court -

II) on 11.07.2025 to await the outcome of the TAs, initiated by the parties.

33. In result, both the Appeal(s) are dismissed. We make it clear that

we have not considered the merits of either of the TAs or submissions

advanced with respect to merits of TAs and we are not expressing any

opinion on any submission on the merits of TAs, which are submissions,

which need to be considered by the President, NCLT while deciding the

above TAs. There shall be no order as to costs.

[Justice Ashok Bhushan] Chairperson

[Barun Mitra] Member (Technical)

NEW DELHI

6th August, 2025

Ashwani

Company Appeal (AT) (Ins.) Nos.1001 & 1014 of 2025 28