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The Companies (Transfer of Pending Proceedings) Rules, 2016 were a transitional set. They moved proceedings under the earlier Companies Act, 1956 that were pending before High Courts to the National Company Law Tribunal (NCLT), divided winding-up matters into those that would move and those that would stay, and ordered the records to follow the cases. They are stated as amended up to the 2017 amendments shown in the notes of the MCA e-book; later amendments should be checked.
The rules came into force on 15 December 2016, except rule 4, from 1 April 2017. Pending proceedings other than winding up stood transferred to the Tribunal's Benches with territorial jurisdiction, but matters reserved for orders were not. Certain winding-up petitions pending before a High Court on grounds of inability to pay debts were transferred to be dealt with under Part II of the Insolvency and Bankruptcy Code, 2016. Records follow the cases forthwith, and no fee is payable for transferred proceedings. The dates in these rules have passed, so this article explains the text only and draws no conclusion about any case.
What kind of rules these are
These are transition rules made under section 434 of the Companies Act, 2013, read with section 239(1) of the Insolvency and Bankruptcy Code, 2016. They matter today mainly for lawyers, students and company records departments who meet old files, orders or references to the "Companies (Court) Rules, 1959". The Act's own provision is in Sections 407–434 of the Companies Act, 2013: NCLT, NCLAT and Special Courts.
For the winding-up procedure the Tribunal follows today under the Companies Act, 2013, see the Winding Up Rules articles beginning with Rules 1–4: application, definitions, petition and statement of affairs and Rules 14–17: provisional liquidator and Company Liquidator. For insolvency, see our overview of the Insolvency and Bankruptcy Code, 2016.
If you are dealing with an old file or an old reference, our team can help you trace what the rules provided. Start with legal dispute resolution.
Rule 1: title and commencement
The rules may be called the Companies (Transfer of Pending Proceedings) Rules, 2016 (notification of 7 December 2016). They came into force from 15 December 2016, except rule 4, from 1 April 2017.
Rule 2: definitions
"Code" means the Insolvency and Bankruptcy Code, 2016. "Tribunal" means the National Company Law Tribunal constituted under section 408 of the Companies Act, 2013. Words not defined here but defined in the Companies Act, 1956 (called "the Act" in these rules), the Companies Act, 2013, the Companies (Court) Rules, 1959 or the Code have the meanings given in them.
Rule 3: cases other than winding up
All proceedings under the Act (the 1956 Act), including proceedings relating to arbitration, compromise, arrangements and reconstruction, other than proceedings relating to winding up, pending on the date these rules came into force, stood transferred to the Benches of the Tribunal exercising respective territorial jurisdiction. A proviso says that proceedings reserved for orders for allowing or otherwise were not transferred.
Rule 4: voluntary winding up
All proceedings relating to voluntary winding up of a company, where notice of the resolution by advertisement had been given under section 485(1) of the 1956 Act but the company had not been dissolved before 1 April 2017, continue to be dealt with in accordance with the provisions of that Act. This rule was substituted by the Companies (Transfer of Pending Proceedings) Second Amendment Rules, 2017, dated 29 June 2017.
Rule 5: winding-up petitions on the ground of inability to pay debts
5(1). Petitions under clause (e) of section 433 of the 1956 Act, on the ground of inability to pay debts, pending before a High Court, where the petition had not been served on the respondent under rule 26 of the Companies (Court) Rules, 1959, were transferred to the NCLT Bench exercising territorial jurisdiction, to be dealt with in accordance with Part II of the Code. Three provisos follow:
- the petitioner had to submit all information required for admission of the petition under sections 7, 8 or 9 of the Code, other than information forming part of the transferred records, including details of the proposed insolvency professional, up to 15 July 2017, failing which the petition stood abated;
- after 15 July 2017, any party could file fresh applications under sections 7, 8 or 9 of the Code; and
- where a petition was not transferred and stayed in the High Court, and another petition under clause (e) of section 433 against the same company was pending as on 15 December 2016, that other petition was not transferred, even if not served on the respondent.
Rule 5 was substituted by the Second Amendment Rules, 2017 (30 June 2017, effective 16 June 2017 as the e-book notes). An earlier amendment dated 28 February 2017 had changed a period in the first proviso. Both are earlier history; the text above is the current one.
Rule 6: other winding-up grounds
Petitions under clauses (a) and (f) of section 433 of the 1956 Act pending before a High Court, where the petition had not been served on the respondent under rule 26 of the Companies (Court) Rules, 1959, were transferred to the Tribunal Bench exercising territorial jurisdiction and are treated as petitions under the Companies Act, 2013.
Rule 7: transfer of records
Pursuant to the transfer, the relevant records were also to be transferred by the High Courts to the NCLT Benches having jurisdiction forthwith.
Rule 8: no fee
Notwithstanding anything in the National Company Law Tribunal Rules, 2016, no fee is payable in respect of any proceeding transferred to the Tribunal under these rules.
Reading these rules today
The dates in rules 1 and 5 have passed. A reader meeting an old matter should look at what the rule provided for that kind of proceeding, check the dates and the amendments, and take legal advice on the position of the particular case. This article draws no conclusion about any case. The rules refer to older statutes (the Companies Act, 1956 and the Companies (Court) Rules, 1959) as printed; they are quoted only to explain the transfer.
Example. A winding-up petition on the ground of inability to pay debts had been filed in a High Court against Ashoka Bearings Ltd under clause (e) of section 433 of the 1956 Act but had not been served on the company. Rule 5 provided that it would be transferred to the NCLT Bench with territorial jurisdiction to be dealt with under Part II of the Code, and the petitioner had to supply the information needed for admission, including the proposed insolvency professional's details, up to 15 July 2017, or the petition abated. A suit for arbitration or reconstruction that was merely pending would have fallen under rule 3 and moved, unless reserved for orders.
Which rule covered what
| Rule | Subject | What it provided | Date or period as printed |
|---|---|---|---|
| 1 | Commencement | In force from 15 December 2016 (rule 4 from 1 April 2017) | 15 December 2016; 1 April 2017 |
| 3 | Cases other than winding up | Transferred to Tribunal Benches; reserved matters not transferred | On commencement |
| 4 | Voluntary winding up | Continues under the 1956 Act if notice given but not dissolved before the date | 1 April 2017 |
| 5 | Winding up, inability to pay debts | Unserved petitions transferred; dealt with under Part II of the Code | Information by 15 July 2017 or abatement |
| 6 | Winding up, clauses (a) and (f) | Unserved petitions transferred; treated as petitions under 2013 Act | On commencement |
| 7 | Records | Transferred forthwith | None |
| 8 | Fees | No fee on transferred proceedings | None |
Need help tracing an old proceeding?
Old petitions and orders can carry references that no longer match today's procedure. We can help you read the history of a file and see what the transition rules provided. A good first step is legal dispute resolution.
Key takeaways
- The rules were transitional; their dates have passed.
- Non-winding-up proceedings under the 1956 Act moved to the NCLT, except matters reserved for orders.
- Unserved winding-up petitions on inability to pay debts moved to be dealt with under Part II of the Code, subject to an information deadline.
- Unserved petitions on other listed grounds moved and are treated as petitions under the 2013 Act.
- Records follow the cases, and no fee is payable on transferred proceedings.
Read next
- Rules 1–4 of the Winding Up Rules: application, definitions, petition and statement of affairs
- Rules 14–17 of the Winding Up Rules: provisional liquidator and Company Liquidator
- Sections 407–434: NCLT, NCLAT and Special Courts
- IBC Insolvency and Bankruptcy Code 2016: complete overview
Disclaimer: Based on the Companies Act, 2013 rules named above as consolidated in the MCA e-book (consulted on 3 October 2026), with the later notifications the article names. Later amendments, fees, forms and the Companies Act, 2013 provisions referred to should be checked. This article is general information, not legal advice; check the official text before acting.