JUDGMENT : Ravi Krishan Kapur, J. 1. This is an application for recalling of an order dated 16 January, 2017 inter alia directing winding up of Bells Control Limited and consequential directions for the Official Liquidator to take possession of the assets of the company. 2. Briefly, in or about 2003 the company had made a reference before the Board of Industrial and Financial Reconstruction (BIFR) which subsequently formed an opinion under section 20 (4) of the Sick Industrial Companies (Special Provisions) Act, 1985 (SICA) that the company be wound up. The relevant portion of the order dated 16 May, 2007 is as follows: After considering the submissions made and the material on record, the Bench observed that this case is pending with the Board for the last four years and there is no fully tied up rehabilitation proposal available before the Board for consideration even after issue of show cause notice for winding up of the company. Even today when the Board heard the objections/suggestions on the winding up notice dated 2.3.2007, the company did not deposit 25% of the promoters contribution towards the cost of rehabilitation and has not been able to come forward with a fully tied up rehabilitation proposal. Further, even till date and despite adequate time and opportunities having been given in this regard, the company has not been able to comply with the directions of the Board to submit a fully tied up rehabilitation proposal. The Board, therefore, concludes that the present promoters are neither serious nor resourceful enough to revive the company. The Board confirms its prima facie opinion formed on 2.3.2007 that the sick industrial company – M/s. Bells Controls Ltd. – is not likely to make its net worth exceed its accumulated losses within a reasonable time, while meeting all its due financial obligations, and that the company, as a result thereof, is not likely to become viable in future and that it would be just, equitable and in public interest that it is wound up u/s 20(1) of the Act. This opinion may be forwarded to the concerned High Court along with copies of all the earlier orders/proceedings for necessary action according to law. 3. Being aggrieved by the order dated 16 May, 2007 an appeal was filed before the Appellate Authority for Industrial and Financial Reconstruction (AAIFR) which was dismissed on 13 April, 2011. This opinion may be forwarded to the concerned High Court along with copies of all the earlier orders/proceedings for necessary action according to law. 3. Being aggrieved by the order dated 16 May, 2007 an appeal was filed before the Appellate Authority for Industrial and Financial Reconstruction (AAIFR) which was dismissed on 13 April, 2011. The AAIFR inter-alia held as follows: Thus, considering the totality of the facts and circumstances of the case, we are of the view that the BIFR has rightly confirmed its prima facie opinion that the sick industrial company is not likely to make its net worth exceed its accumulated losses within a reasonable time, while meeting all its financial obligations and the company as a result thereof is not likely to become viable in future and that it would be just, equitable and in public interest that it be wound up under section 20 (1) of SICA. The appellant company has illegally leased out the property without the permission of the BIFR and has also failed to utilize the amount received in reviving the company and has acted contrary to the directions issued by the BIFR and has not submitted any fully tied up rehabilitation proposal despite repeated directions by the BIFR. Therefore, no case is made out for interfering in the impugned order passed by the BIFR. Consequently, this appeal fails and is hereby dismissed. 4. Thereafter, a secured creditor of the company Kotak Mahindra Bank filed an application seeking a final order of winding up of the company in view of the opinion of the BIFR. By an order dated 16 January, 2017, this Court had inter alia directed winding up of the company and also directed the Official Liquidator to take possession of the assets of the company (in liquidation). Subsequently, by an order dated April 17, 2017 this Court had also directed the Official Liquidator to continue in symbolic possession of the assets of the company (in liquidation). The said order was modified on May 17, 2017. Both these orders were challenged in appeal. By an order dated August 22, 2017, the Division Bench inter alia directed that the matter be decided finally. 5. This application has been filed by a contributory and an erstwhile director of the company (in liquidation) seeking recalling of the order dated January 16, 2017 on the ground that the same had been passed without notice. By an order dated August 22, 2017, the Division Bench inter alia directed that the matter be decided finally. 5. This application has been filed by a contributory and an erstwhile director of the company (in liquidation) seeking recalling of the order dated January 16, 2017 on the ground that the same had been passed without notice. It is also alleged that there has been no independent application of mind by Court before passing of the order and the recommendation of the BIFR as affirmed by the AAIFR has been mechanically followed. It is also urged that this Court had no jurisdiction to pass any order in view of the provisions of the Companies Transfer of Pending Proceeding Rules, 2016 and the prevalent notifications in connection thereto. In support of their contentions, reliance is placed on the decisions of J.M. Malhotra vs. Union of India (1997) 89 Comp Cas 609, Board for Industrial and Financial Reconstruction vs. Unity Steels Ltd. (2002) 109 Comp Cas 236 and Jaipur Metals Electricals Employees Organization v. Jaipur Metals & Electricals Ltd (2019) 4 SCC 227 . 6. On behalf of the respondent no.2, it is urged that despite notice, the company chose to be unrepresented. The plea that the applicant came to learn of the order from the company’s caretaker is also concocted. The pendency of proceedings before the Debts Recovery Tribunal and the appointment of a Receiver in those proceedings are also inconsequential. There are no grounds justifying a contrary view from that taken by the BIFR or the AAIFR. In any event, the opinion of an expert body having examined the viability of the company ought not to be lightly interfered with. There is also no requirement to publish any notice prior to the passing of the order. In support of their contentions, reliance is placed on V.R. Ramaraju vs. Union of India (1994) SCC OnLine Mad 349, J.M. Malhotra vs. Union of India (1997) 89 Comp Cas 609 and Debabrata Mukherjee vs. Dunbar Mills Ltd. (2000) SCC OnLine Cal 348. 7. There is no merit in the contention that the High Court did not have jurisdiction to pass the order dated 16 January, 2017. In Jaipur Metals Electricals Employees Organization (Supra) it has been held as follows: 16. It is clear that the present case relates to Rule 5(2) alone. 7. There is no merit in the contention that the High Court did not have jurisdiction to pass the order dated 16 January, 2017. In Jaipur Metals Electricals Employees Organization (Supra) it has been held as follows: 16. It is clear that the present case relates to Rule 5(2) alone. Despite the fact that Section 20 of the SIC Act speaks of a company being wound up under the Companies Act, 1956 under the just and equitable provision, which is Section 433(f) of the Companies Act, 1956, yet, since cases that fall under Section 20 of the SIC Act are dealt with separately under Rule 5(2), they cannot be treated as petitions that have been filed under Section 433(f) of the Companies Act, 1956, which are separately specified under Rule 6. The High Court is therefore not correct in treating petitions that are pursuant to Section 20 of the SIC Act as being pursuant to Section 433(f) of the Companies Act, 1956 and applying Rule 6 of the 2016 Transfer Rules. 17. However, though the language of Rule 5(2) is plain enough, it has been argued before us that Rule 5 was substituted on 29-6-2017, as a result of which, Rule 5(2) has been omitted. The effect of the omission of Rule 5(2) is not to automatically transfer all cases under Section 20 of the SIC Act to NCLT, as otherwise, a specific rule would have to be framed transferring such cases to NCLT, as has been done in Rule 5(1). The real reason for omission of Rule 5(2) in the substituted Rule 5 is because it is necessary to state, only once, on the repeal of the SIC Act, that proceedings under Section 20 of the SIC Act shall continue to be dealt with by the High Court. It was unnecessary to continue Rule 5(2) even after 29-6-2017 as on 15-12-2016, all pending cases under Section 20 of the SIC Act were to continue to be dealt with by the High Court before which such cases were pending. Since there could be no opinion by the BIFR under Section 20 of the SIC Act after 1-12-2016, when the SIC Act was repealed, it was unnecessary to continue Rule 5(2) as, on 15-12-2016, all pending proceedings under Section 20 of the SIC Act were to continue with the High Court and would continue even thereafter. Since there could be no opinion by the BIFR under Section 20 of the SIC Act after 1-12-2016, when the SIC Act was repealed, it was unnecessary to continue Rule 5(2) as, on 15-12-2016, all pending proceedings under Section 20 of the SIC Act were to continue with the High Court and would continue even thereafter. This is further made clear by the amendment to Section 434(1)(c), with effect from 17-8-2018, where any party to a winding-up proceeding pending before a court immediately before this date may file an application for transfer of such proceedings, and the Court, at that stage, may, by order, transfer such proceedings to NCLT. The proceedings so transferred would then be dealt with by NCLT as an application for initiation of the corporate insolvency resolution process under the Code. It is thus clear that under the scheme of Section 434 (as amended) and Rule 5 of the 2016 Transfer Rules, all proceedings under Section 20 of the SIC Act pending before the High Court are to continue as such until a party files an application before the High Court for transfer of such proceedings post 17-8-2018. Once this is done, the High Court must transfer such proceedings to NCLT which will then deal with such proceedings as an application for initiation of the corporate insolvency resolution process under the Code. It is clear from the above decision that the order passed by the BIFR having attained finality, this Court had jurisdiction to pass the order dated 16 January, 2017. The amendment to Rule 5 of the Companies (Transfer of Pending Proceedings) Rule, 2016 does not have the effect of depriving this Court of jurisdiction in a case where an opinion has been forwarded by the BIFR has attained finality. Neither of the notifications relied on by the applicant denude this Court of jurisdiction in passing the order dated 16 January, 2017. The mentioning of an incorrect section of the Act in the cause title is also technical and insignificant. 8. The applicant has also been unable to furnish any reason as to why the Court should have taken a contrary opinion from that expressed by the BIFR as upheld by the AAIFR. Repeated opportunities had been granted to the promoters by the BIFR. No proposal had been put forward by any of the parties either before the BIFR or the AAIFR. Repeated opportunities had been granted to the promoters by the BIFR. No proposal had been put forward by any of the parties either before the BIFR or the AAIFR. Even a sum of Rs.1 lakh which the company (in liquidation) had been directed to deposit for conducting a study had not been paid. The Mysore Unit of the company (in liquidation) had been lying closed since 2000 and the Kolkata unit since 2002. There was simply no effort by any of the parties before the BIFR or the AAIFR to revive or rehabilitate the company (in liquidation). Under such circumstances, the BIFR was left with no option but to hold that “the present promoters are neither serious nor interested to revive the company”. The BIFR found that the company was not in a position to make its net worth exceed its accumulated losses within a reasonable time while meeting all its financial obligations. Thus, it was unlikely for the company to be viable in the future and it was just and equitable as also in public interest that the company be wound up under Section 20(1) of the Act. 9. In dismissing the appeal filed against the order dated 16 May, 2007, the AAIFR had gone into the merits of the case and found no reason to interfere with the impugned order passed by the BIFR. The company had been lying closed since 10 May, 2002. It was also alleged that the company had leased out its immovable properties for more than 99 years after taking cash payments. There was also no question of exploring the possibility of a change in management. The order passed by the AAIFR has not been challenged and is final and binding. Undoubtedly, a Court can even at this stage form a different opinion from that expressed by the BIFR or the AAIFR. But, there have to be materials which warrant the possibility of revival or rehabilitation. Even at this stage, the applicant has been unable to suggest any reason for the Court to take a contrary view from that suggested by the BIFR and AAIFR or explore the possibility of the company being revived. In such circumstances, there is no substance in the objection taken on behalf of the applicant and the same stands rejected. Even at this stage, the applicant has been unable to suggest any reason for the Court to take a contrary view from that suggested by the BIFR and AAIFR or explore the possibility of the company being revived. In such circumstances, there is no substance in the objection taken on behalf of the applicant and the same stands rejected. (J.M Malhotra vs Union of India (1997) 89 Comp Cas 609 and V.R. Ramaraju vs. Union of India 1994 SCC Madras 349). 10. There is also no merit in the contention that there was no advertisement nor notice to the creditors and contributories of the company (in liquidation) before passing of the order dated 16 January, 2017. This was a reference which had arisen from a proceeding filed under the provisions of SICA. An affidavit of service had been filed before Court. The publishing of public notices under the provisions of SICA had been complied with and the proceedings had already attained a representative capacity. In such circumstances, there is no requirement of publishing further advertisements prior to the passing of the order of winding up. In any event, the fact of service on the company as recorded in the order has not been controverted. (Debabrata Mukherjee & Ors. v. Dunbar Mills Ltd. & Ors. 2000 SCC OnLine Cal 348). 11. There is also no merit in the plea that the proceedings before the Debts Recovery Tribunal ought to have been taken into consideration before passing of the order. The scope of the two proceedings are distinct and separate. The pendency of the proceedings before the Debts Recovery Tribunal is not germane at this stage of the proceedings. 12. Significantly, the proceedings had been pending before the BIFR since 2003. During the interregnum, third party interests are being created and the assets of the company (in liquidation) continue to change hands while those in management earn huge sums of money. This would also be evident from the status Report dated 9 September, 2022 filed by the Official Liquidator. The entire story of the applicant having come to learn of the winding-up order from the caretaker is also unbelievable and pure myth. It is obvious that the application has been filed only to procrastinate proceedings. 13. For the above reasons, there are no grounds to recall the order dated 16 January, 2017. All interim orders stand vacated. The entire story of the applicant having come to learn of the winding-up order from the caretaker is also unbelievable and pure myth. It is obvious that the application has been filed only to procrastinate proceedings. 13. For the above reasons, there are no grounds to recall the order dated 16 January, 2017. All interim orders stand vacated. CA 1 of 2017 (Old CA 187 of 2017) stands dismissed as an abuse of process.