ORDER : 1. In C.P. No. 17/KOB/2020 filed by respondents 1 to 4 under Sections 241 and 242 of the Companies Act, 2013, the National Company Law Tribunal passed Ext.P1 interim order on 22.06.2020 appointing an Interim Administrator to manage the petitioner-Company until further orders. The petitioner filed this writ petition invoking Article 226 of the Constitution of India seeking to quash the said Ext.P1 interim order and to declare that the National Company Law Tribunal (NCLT) has no jurisdiction to entertain Ext.P2 Company Petition. 2. The petitioner has a statutory remedy of appeal against Ext.P1 order under Section 421 of the Companies Act, 2013 and therefore a writ petition is not ordinarily maintainable. However, since the petitioner has raised an issue questioning the jurisdiction of the NCLT over the petitioner-Company, it has become necessary to decide on the jurisdiction as a preliminary issue and hence, this order. 3. Heard Senior Advocate Ramesh Babu assisted by Advocate Saji Varghese appearing for the petitioner-Company, Advocate Philip Mathew counsel for respondents 1 to 4, Senior Advocate George Cheriyan assisted by Advocate K.S. Santhi appearing for the 5th respondent, Advocate Roshan Alexander appearing for the 6th respondent, Advocate Jacob P. Alex counsel for the 8th respondent, Advocate P. Vijayakumar ASGI appearing for respondents 9 and 10, Senior Advocate Joseph Kodianthara assisted by Advocate G. Harikumar counsel for the 11th respondent and Advocate S. Easwaran appearing for additional respondents 14 and 15. 4. The petitioner is a Company governed by the Kerala Non-trading Companies Act, 1961. Section 3 of the Act, 1961 reads as follows:- “Application of the Companies Act, 1956 (Central Act I of 1956) to non-trading companies with objects confined to the State of Kerala - The Companies Act, 1956, (Central Act I of 1956), in so far as it is the law relating to companies, other than trading corporations (including banking, insurance and financial corporations), with objects not confined to one State shall, mutatis mutandis, and subject to the modification specified in the Schedule to this Act, be applicable to the State of Kerala and shall be the law relating to companies, other than trading corporations (including banking, insurance and financial corporations), with objects confined to the State of Kerala.” Therefore, the Companies Act, 1956 will apply to the petitioner. But, the Companies Act, 1956 was repealed by Section 465 of the Companies Act, 2013. 5. But, the Companies Act, 1956 was repealed by Section 465 of the Companies Act, 2013. 5. The crux of the arguments of the petitioner is that Section 3 of the Act, 1961 is an instance of legislation by “Incorporation by Reference.” The State Legislature has bodily lifted the Act, 1956 and incorporated the same in the Act, 1961. Subsequent repeal of the Act, 1956 by the Parliament shall not affect the Act, 1956 as incorporated in the Act, 1961 by the State Legislature. The new Companies Act, 2013 will not govern the non-trading companies like the petitioner as long as the same is not adopted or incorporated by the State Legislature. Hence, the Company Petition under the Companies Act, 2013 is not maintainable. If it is assumed that the Companies Act, 2013 will apply, then it will be an instance of abdication of power by the State Legislature. The learned Senior Counsel argued that adoption of provisions of another Act by simple reference or citation with intention to take in subsequent amendments also to that other Act, will be permissible only if both Acts are creatures of the same Legislature. 6. The defence of the contesting respondents is that Section 3 is an instance of Legislation by “Simple Reference” and hence all subsequent amendments made to the Companies Act, 1956 including the substituted Companies Act, 2013 will apply to the petitioner. Though the counsel for the 5th respondent made an alternate argument that the Act, 1961 will not apply to the petitioner and it was always the Act, 1956 and now the Act, 2013 which would apply to the petitioner, I deem it not necessary to decide the said alternate argument now for the purpose of determining the jurisdiction of NCLT over the petitioner-Company. 7. The learned Senior Counsel Sri. Ramesh Babu appearing on behalf of the petitioner brought to the notice of this Court order of a learned Single Judge of this Court in Manoj K. @ Kadakampalli Manoj and Another vs. Sree Narayana Dharma Paripalana Yogam, Kollam and Others, 2020 (4) KHC 627 , wherein the learned Single Judge held that Section 3 of the Act, 1961 is an instance of Legislation by Simple Reference and hence any amendment to the Act, 1956 will apply to a Non-trading Company. The learned Senior Counsel argued that the said order of the learned Single Judge cannot be treated as a binding precedent since the order has been passed without adverting to the law laid down by the Hon’ble Apex Court in this regard. 8. In Secretary of State vs. Hindustan Co-operative Insurance Society Ltd. AIR 1931 PC 149 , it was held that where a statute is incorporated by reference into a second statute, the repeal of the first stature does not affect the second and that the independent existence of the two Acts is therefore recognised; despite the death of the parent Act, its offspring survives in the incorporating Act. One has to keep in mind that the said judgment was delivered at a time when the Constitution of India was not enacted and division of legislative powers between the Parliament and the State Legislatures was not the same. 9. There is no much dispute that if it is a case of Incorporation by Specific Reference, amendment to or repeal of the parent Act will not affect the incorporating Act, whereas in the case adoption of provisions by simple reference or citation, the amendments to parent Act will consequentially alter the incorporating Act also. The fact that no clear-cut guidelines or distinguishing features have been spelt out to ascertain whether it belongs to one or the other category makes the task identification difficult. 10. In B. Shama Rao vs. Union Territory of Pondicherry, AIR 1967 SC 1480 , a Constitution Bench of the Apex Court considered the validity of the Pondicherry General Sales Tax Act 10 of 1965. After constituting Pondicherry as a Union Territory, the Legislative Assembly of Pondicherry enacted the said Act 10 of 1965, Section 2(1) of which provided that the Madras General Sales Tax Act, 1959 as in force in the State of Madras immediately before the commencement of this Act shall extend to Pondicherry. Though enacted, the Act 10 of 1965 commenced only on 01.04.1966 by publication of notification. In the meanwhile, the Madras Legislature amended the Madras Act and consequentially, it was the amended Madras Act, which was brought into force by the notification in the Union Territory of Pondicherry. It was argued that the Pondicherry legislature abdicated its legislative power by bringing into force the subsequently amended Madras Act, which amendments were not anticipated by the Pondicherry legislature. It was argued that the Pondicherry legislature abdicated its legislative power by bringing into force the subsequently amended Madras Act, which amendments were not anticipated by the Pondicherry legislature. The Constitution Bench of the Apex Court, by majority, held that there was total surrender of legislative power by the Pondicherry Assembly and the Pondicherry Act 10 of 1965 is therefore “still born.” 11. Bajaya vs. Gopikabai and Another, (1978) 2 SCC 542 , broadly divided legislation by referential incorporation into two categories:- “First, where a statute by specific reference incorporates the provisions of another statute as of the time of adoption. Second, where a statute incorporates by general reference the law concerning a particular subject, as a genus. In the case of the former, the subsequent amendments made in the referred statute cannot automatically be read into the adopting statute. In the case of latter category, it may be presumed that the legislative intent was to include all the subsequent amendments also, made from time to time in the generic law on the subject adopted by general reference.” Therefore, where the reference in an adopting statute is to the law generally and not to any specific statute or part thereof, the reference will include subsequent amendments also. 12. The Bihar and Orissa Motor Vehicles Taxation Act, 1930 as amended in 1940 referred to the definition of ‘motor vehicle’ as contained in Section 2(18) of the Motor Vehicles Act, 1939. Section 2(18) of the Motor Vehicles Act, 1939 was subsequently amended in the year 1956, taking within its ambit vehicles of special type adapted for use only in a factory or in any other enclosed premises. In Bolani Ores Ltd. vs. State of Orissa, (1974) 2 SCC 777 , the question before the Hon’ble Apex Court was whether it was a case of incorporation by reference. The Apex Court held in the affirmative and found that any subsequent amendment in the incorporated Act or a total repeal of the Act under a fresh legislation on the topic, would not affect the definition of ‘motor vehicle’ in Section 2(c) of the Taxation Act. While holding so, the Apex Court observed thus:- “This method of drafting which adopts incorporation by reference to another Act whatever may have been its historical justification in England, in this country does not exhibit an atavistic draftsmanship which would have adopted the method of providing its own definition. While holding so, the Apex Court observed thus:- “This method of drafting which adopts incorporation by reference to another Act whatever may have been its historical justification in England, in this country does not exhibit an atavistic draftsmanship which would have adopted the method of providing its own definition. Where two Acts are complementary or interconnected, legislation by reference may be an easier method because a definition given in the one Act may be made to do as the definition in the other Act both of which being enacted by the same Legislature.” The judgment would indicate that incorporation by reference would be suitable, if the legislations are complementary and interconnected and both acts are enacted by the same legislature. 13. A two-judge Bench of the Apex Court in State of Kerala vs. M/s. Attesee (Agro Industrial Trading Corporation) AIR 1989 SC 222 , however held that the judgment in B. Shama Rao (supra) cannot be understood as an authority for the proposition that a State legislature can adopt only the existing provisions of a statute passed by another legislature but not its future amendments and modifications, because such a proposition would strike at the very root of the concept of referential legislation. 14. The Hon’ble Apex Court again explained the difference between the two types of referential legislations in Maharashtra State Road Transport Corporation vs. State of Maharashtra and Others, (2003) 4 SCC 200 , in the following words:- “If there is a definite indication in the later Act as to the a applicability or otherwise of subsequent amendments in the Act referred to, no difficulty arises but, the problem arises when there is no such indication. It is here that we come across two allied but qualitatively different concepts of statutory interpretation known as incorporation by reference and mere reference or citation of earlier statute in the later Act. In the former case, any change in the incorporated statute by way of amendment or repeal has no effect on the incorporating statute. In other words, the provisions of the incorporated statute as they stood at the relevant time when incorporating statute was enacted will ever continue to be read into that later statute unless the legislature takes a positive step to amend the later statute in tune with the amendments. In other words, the provisions of the incorporated statute as they stood at the relevant time when incorporating statute was enacted will ever continue to be read into that later statute unless the legislature takes a positive step to amend the later statute in tune with the amendments. However, the legal effect is otherwise in the case of a statute which merely makes a reference to the provisions of an earlier statute. In that case, the modification of the statute from time to time, will have its impact on the statute in which it is referred to. The provisions in the earlier statute with their amendments will have to be read into the later enactment in which they are referred to unless any such subsequent amendment is inconsistent with a specific provision already in existence.” 15. In P.C. Agarwala vs. Payment of Wages Inspector, M.P. and Others, (2005) 8 SCC 104 , the Apex Court again held that in the case of incorporation by mere reference or citation, repeal or re-enactment of the statute that is referred will also have effect an the statute in which it is referred; but in the case of incorporation by specific reference, any change in the incorporated statute by way of amendment or repeal has no repercussion an the incorporating statute. 16. The Apex Court in Bharat Co-Operative Bank (Mumbai) Ltd. vs. Co-Operative Bank Employees Union, (2007) 4 SCC 685 , while agreeing with the said proposition however, held that the distinction is one of difference in degree and is often blurred. The semantics associated with interpretation play their role to a limited extent. Ultimately, it is a matter of probe into legislative intention and/or taking an insight into the working of the enactment if one or the other view is adopted. 17. A survey of the afore judgments of the Apex Court would make the following propositions clear:- 1. If the legislation is by way of incorporation by specific reference, the amendments to the incorporated Act subsequent to such incorporation, will not affect the incorporating Act. 2. If the incorporation is by simple reference, subsequent amendments and repeal of the incorporated Act, will have impact on the later Act. 3. If the legislation is by way of incorporation by specific reference, the amendments to the incorporated Act subsequent to such incorporation, will not affect the incorporating Act. 2. If the incorporation is by simple reference, subsequent amendments and repeal of the incorporated Act, will have impact on the later Act. 3. A legislature can adopt in an Act not only the existing provisions of previous legislation, but also its future amendments and modification, and such a course will not amount to abdication of legislative power under Article 107 or Article 196 of the Constitution. 4. Legal principles in this regard play a limited role and ultimately, it is a matter of probe into legislative intention and taking an insight into the working of the enactment. With the said settled propositions of law, let us examine Section 3 of the Kerala Non-Trading Companies Act, 1961. 18. Section 3 of the Act, 1961 provides that the Companies Act, 1956 in so far as it is the law relating companies other than trading corporations with object not confined to one State shall mutatis mutandis, and subject to the modifications specified in the Schedule to this Act, be applicable to the State of Kerala and shall be the law relating to Companies with object confined to the State of Kerala. The words ‘in so far as’ and ‘mutatis mutandis’ are of relevance in discerning the intention of the legislature. 19. The Hon’ble Apex Court in Guda Vijayalakshmi vs. Guda Ramachandra Sekhara Sastri, AIR 1981 SC 1143 has held that the words ‘as far as may be’ in a legislative provision would mean and is intended to exclude only such provisions as are or may be inconsistent with any of the provisions of the Act. A Full Bench of this Court in Sub-Registrar vs. Kerala State Co-Operative Consumer Federation, 2015 (1) KLT 443 (FB) held that the words ‘so far as’ means those provisions may be generally followed to the extent possible. Therefore, the words ‘in so far as’ in Section 3 of the Act, 1961 are intended to mean that the provisions of the Companies Act, 1956 except those which are inconsistent with the Act, 1961, shall apply to Non-trading Companies. The words ‘in so far as’ in Section 3 are not intended to take in future amendments to the Companies Act, 1956. The words ‘in so far as’ in Section 3 are not intended to take in future amendments to the Companies Act, 1956. The words ‘mutatis mutandis’ in Section 3 would also indicate that the Companies Act, 1956 should be applicable with necessary changes. 20. Subject to the aforesaid, the Companies Act, 1956 has been named by the Kerala Non-trading Companies Act, 1961 and incorporated in the Act, 1961 in its entirety. Furthermore, Section 7 of the Act, 1961 provides that any court may construe the provisions of the Companies Act, 1956 as applied by Section 3, with such modifications not affecting the substance therefore as may be necessary or proper in order to adapt them to the matters before the court. Due to all the above, this Court is inclined to accept the contention of the learned counsel for the petitioner that Section 3 of the Act, 1961 amounts to “Incorporation by Specific Reference” and not “simple reference or citation.” 21. But, it has to be noted that the Kerala Non-trading Companies Act, 1961 is not a complete Code by itself, but for the adoption of the Companies Act, 1956. Preamble to the Act, 1961 indicates that the Act is intended for incorporation, regulation and winding up of non-trading corporations. At the same time, the Act, 1961 does not provide for a separate regulatory or winding up mechanism and is dependent on the Companies Act, 1956 for the same. As the Companies Act, 1956 stands repealed by Section 465 of the Companies Act, 2013 of the Parliament, the mechanism provided under the Act, 1956 does not exist any more. If this Court takes a view that Section 3 of the Act 1961 is an instance of incorporation by specific reference and hence subsequent amendments will not apply, then there will be a resultant vacuum which would defeat the object and purpose of the Kerala Non-Trading Companies Act, 1961. 22. A Constitution Bench of the Hon’ble Apex Court in Girnar Traders vs. State of Maharashtra and Others, (2011) 3 SCC 1 , has held that the object of the principal Act should not be permitted to be defeated on the basis of either of the doctrines abovereferred. 22. A Constitution Bench of the Hon’ble Apex Court in Girnar Traders vs. State of Maharashtra and Others, (2011) 3 SCC 1 , has held that the object of the principal Act should not be permitted to be defeated on the basis of either of the doctrines abovereferred. Therefore, even if the argument of the counsel for the petitioner as to the nature of the legislation contained in Section 3 is accepted and a synoptic analysis of the stated doctrines leads this Court to conclude that Section 3 is a case of legislation by incorporation, the case still falls within the exceptions carved out by the Apex Court. 23. The Hon’ble Apex Court in State of Kerala vs. M/s. Attesee (supra) held as follows:- “Where a subsequent Act incorporates provisions of a previous Act then the borrowed provisions become an integral and independent part of the subsequent Act and are totally unaffected by any repeal or amendment in the previous Act. This principle, however, will not apply in the following cases: (a) where the subsequent Act and the previous Act are supplemental to each other. (b) where the two Acts are in pari material. (c) where the amendment in the previous Act, if not imported into the subsequent Act also, would render the subsequent Act wholly unworkable and ineffectual. (d) where the amendment of the previous Act, either expressly or by necessary intendment, applies the said provisions to the subsequent Act.” The proposition of law relating to the said four exceptions, have been stated in the judgments in P.C. Agarwala (supra) and Girnar Traders (supra) also. 24. The Companies Act, 1956 was enacted by the Central Legislature which draws its legislative power from Entry 43, List I of the 7th Schedule to the Constitution of India. The Act dealt with Trading Corporations, other than non-trading corporations falling under Item 32, List II. The State legislature derived its powers to enact the Kerala Non-Trading Companies Act, 1961 from Item 32, List II of 7th Schedule. Both the enact enactments deals with regulation and winding up of incorporated companies and are complementary to each other to that extent. The Act dealt with Trading Corporations, other than non-trading corporations falling under Item 32, List II. The State legislature derived its powers to enact the Kerala Non-Trading Companies Act, 1961 from Item 32, List II of 7th Schedule. Both the enact enactments deals with regulation and winding up of incorporated companies and are complementary to each other to that extent. The amendments to or repeal of the Companies Act, 1956 by the Act, 2013 if not imported into the Kerala Non-Trading Companies Act, 1961, it would render the Act, 1961 unworkable and ineffectual in the absence of independent regulatory/winding up mechanism under the State Act. Therefore, Section 3 of the Act, 1961 clearly falls within the four exceptions laid down by the Apex Court in State of Kerala vs. M/s. Attesee (supra), P.C. Agarwala (supra) and Girnar Traders (supra). 25. It is therefore held that the incorporation of the provisions of the Companies Act, 1956 in the Kerala Non-Trading Companies Act, 1961 as per Section 3 of the Act, 1961 would take in the substituted Companies Act, 2013 also and the petitioner-Company would be governed by the Companies Act, 2013 to the extent it applies to the Non-Trading Corporations falling under the Kerala Non-Trading Companies Act, 1961.