ORDER : LALITHA KANNEGANTI, J. The Official Liquidator has filed C.A.No.434/2024 in C.A.No.3/2017 in COP No.57/2012 & others seeking following reliefs: a) To be pleased to consider this application and transfer the existing Original Suit vide O.S 6406 of 2012 to this Hon'ble Court. And b) to pass such orders or directions as it may deem fit in the facts and circumstances of this Application. 2. Learned counsel appearing on behalf of the Official Liquidator submits that M/s. United Breweries (Holdings) Limited (hereinafter referred to as 'UBHL' for short) was ordered to be wound up by the order dated 07.02.2017 passed in Company Petition No.57/2012 and the Official Liquidator has been appointed as Liquidator of the Company by virtue of IN COP No.57 of 2012 HC-KAR Section 449 of the Companies Act, 1956 (hereinafter referred to as the 'Act' for short). It is stated that the Company in liquidation prior to the winding up order had filed an original suit i.e., O.S.No.6406/2012 before the City Civil Court, Bengaluru against respondent Nos.2 to 6 and M/s.King Fisher Airlines Ltd. The reliefs that are sought in the suit are as follows: (a) That this Hon'ble Court may be pleased to order and declare that the corporate guarantees dated 10.11.2010 and 01.08.2011 issued by the Plaintiff in favour of Defendant No.1 stand vitiated and are void, non-est and of no legal effect; (b) That this Hon'ble Court may be pleased to permanently restrain IAE by a permanent order and injunction from taking any further steps to enforce the corporate guarantees dated 10th November 2010 and 1st August, 2011 executed by the Plaintiff in favour of Defendant No.1 and/or take any further steps to enforce any judgment, order or decree that may be passed by any court pursuant to the said corporate guarantees dated 10.11.2010 and 01.08.2011; (c) That this Hon'ble Court may be pleased to order and decree that Defendant Nos. 1 to 5 jointly and/or severally, do pay to the Plaintiff an aggregate sum of U.S dollars $210,400,000/- (Approx Rs. 1 to 5 jointly and/or severally, do pay to the Plaintiff an aggregate sum of U.S dollars $210,400,000/- (Approx Rs. 1,431 crores) or the rupee equivalent at the rate of exchange on the date of the decree plus Rs.162,10,00,000/- as and by way of damages; as per the detailed particulars of claim set out Document No.10 annexed herewith, together interest thereon at the rate of 18% per annum from the date of IN COP No.57 of 2012 HC-KAR filing of this suit till payment and/or realization thereof; and (d) That this Hon'ble Court may be pleased to orders and decree that Defendant Nos. 1 to 5 do jointly and/or severally contribute to or indemnify the Plaintiff in respect of any and all claims that may be raised against and/or devolve upon the Plaintiff under the various corporate guarantees executed and furnished by the Plaintiff on behalf of Defendent No.6 to any of the lessors of aircraft, financiers, or any other parties. And pass such other orders in the interest of equity and justice. 3. Defendant No.6 i.e., Kingfisher Airlines Limited in the Original Suit was ordered to be wound up by the order dated 18.11.2016 passed in C.P.No.214/2012 and the Official Liquidator is appointed as Liquidator of the Company by virtue of Section 449 of the Act. It is stated that in the Company Petition No.57/2012 this Court had directed the Company-UBHL for wound up, thereby invoking jurisdiction of this Court to entertain any suit filed by or against the Company in Liquidation. It is stated that by the winding up order dated 07.02.2017, this Court had directed the Official Liquidator to administer and take charge of, all the affairs of the Company in Liquidation and directed to appear in all matters filed before the Hon'ble Courts by or against the Company in Liquidation. Hence, the Official Liquidator has come up along with this petition to transfer the pending suit to this Court. 4. Learned counsel had relied on Sub-Sections (2)(a) & (b) of Section 446 of the Act and submits that this Court has jurisdiction to entertain any claim made by or against the Company in Liquidation. It is submitted that in the light of Section 446 (2)(a) & (b) of the Act, this Court has jurisdiction to withdraw and transfer the case from the City Civil Court to this Court. It is submitted that in the light of Section 446 (2)(a) & (b) of the Act, this Court has jurisdiction to withdraw and transfer the case from the City Civil Court to this Court. It is stated that the Official Liquidator being in-charge of the Company in Liquidation considers that if the pending O.S. is transferred and presented before this Court which had passed previous orders to wound up the Company in liquidation, then the trial of the pending case can result in providing directions in accordance to the liquidation process of the Company in liquidation. He submits that the application may be allowed. 5. This Court on 23.01.2025, has passed an order, wherein it is observed that respondent No.1 was represented by the Official Liquidator, respondent Nos.2 and 3 were represented by the counsels and in respect of respondent Nos.4, 5 and 6, Official Liquidator shall serve hand summons on the learned counsel appearing for the respondents before the trial Court and an order was passed on 30.01.2025, the Official Liquidator had served the hand summons on respondent Nos.4, 5 and 6 and he had filed a memo before this Court and this Court had held that notice to respondent Nos.4, 5 and 6 is held sufficient. 6. On 20.03.2025, learned Senior Counsel Mr. Pramod Nair, representing respondent Nos.2 & 4 to 6 submits that section 446(2) of the Companies Act 1956, specifies that - the Court, which is winding up the company shall, notwithstanding anything contained in any other law for the time being, in force, have jurisdiction to entertain, or dispose of - (a) any suit or proceeding by or against the company; (b) any claim made by or against the company. It is submitted that any and all such applications which came to be filed after the appointment of the Official Liquidator alone and not by the Company which is under liquidation in his own name. Therefore, for the applicant to file his application which is signed by an Officer of the Applicant Company is against the relevant provisions of the Act and on that ground, the application is liable to the dismissed 7. It is submitted that they have questioned the maintainability of suit and also filed an application for rejection of plaint and that came to be dismissed. It is submitted that they have questioned the maintainability of suit and also filed an application for rejection of plaint and that came to be dismissed. They have questioned the said order before this Court by filing CRP Nos.290, 291, 293, 294, 307 to 309, 328-331/2016 and the entire trial Court records have been called for and the same are placed before the High Court. It is submitted that to decide the Civil Suit it requires lot of evidence and in a summary manner, it cannot be disposed of before this Court in the Company Petition. The Civil Revision Petitions which are pending before this Court goes to the root of the matter which are pending consideration and at this point of time, the suit cannot be transferred to this Court. 8. Learned Senior Counsel had relied on Section 446 (3) which reads as follows: 446(3) Any suit or proceeding by or against the company which is pending in any Court other than that in which the winding up of the company is proceeding may, notwithstanding anything contained in any other law for the time being in force, be transferred to and disposed of by that Court. Relying on Section 446 (3) of the Act, he submits that as the same is deleted from the provision, the suit cannot be transferred to this Court. He had relied on the judgment of the Hon'ble Apex Court in the case of Harihar Nath v. State Bank of India , [ (2006) 4 SCC 457 ] . He relied on paragraph Nos.18 and 20 of the judgment which reads as under: 18. The object of Section 446 of the Act is not to cancel, nullify or abate any claim against the company. Its object is to save the company which has been ordered to be wound up, from unnecessary litigation and from multiplicity of proceedings and protect the assets for equitable distribution among its creditors and shareholders. This object is achieved by compelling the creditors and others to come to the court which is winding up the company and prove their claims in the winding up. For this purpose, all suits and proceedings pending against the company are also stayed subject to the discretion of the winding-up court to allow such suits and proceedings to proceed. This object is achieved by compelling the creditors and others to come to the court which is winding up the company and prove their claims in the winding up. For this purpose, all suits and proceedings pending against the company are also stayed subject to the discretion of the winding-up court to allow such suits and proceedings to proceed. When a winding-up order is passed, the effect is that all the affairs pertaining to the company in liquidation, including all suits/proceedings by or against the company, come within the control and supervision of the winding-up court. The winding-up court has to decide whether it will let the suit/proceeding to continue in the court where it is pending, or it will itself adjudicate the suit/proceeding. Thus, under Section 446 (1), the winding-up court only decides about the forum where the suit has to be tried and disposed of. The Limitation Act which prescribes the periods within which a party can approach a court seeking remedies for various causes of action, is not attracted to such applications under Section 446(1) of the Act. However, as elaborate arguments were advanced on this issue, we will deal with them in some more detail. 20. It is now well settled that if any winding- up order is passed during the pendency of a suit against the company, and if the suit is continued without obtaining leave in spite of that bar contained in Section 446 (1), the decree passed is only voidable at the instance of the liquidator, and not void ab initio. In fact, where such decree has been passed against the company and others, the only person who can avoid the decree on the ground of non-compliance with Section 446 (1) of the Act, is the Official Liquidator of the company and not the other defendants. A suit/proceeding filed against a company, prior to the order of its winding up, does not come to an end on the passing of an order of winding up. The order of winding up merely stays further proceedings in the suit/proceeding. The suit/proceeding becomes dormant. Various alternatives are possible when a suit gets so stayed. The plaintiff in the suit can move an application under Section 446 (1) of the Act, and when leave is granted, proceed with the suit. The order of winding up merely stays further proceedings in the suit/proceeding. The suit/proceeding becomes dormant. Various alternatives are possible when a suit gets so stayed. The plaintiff in the suit can move an application under Section 446 (1) of the Act, and when leave is granted, proceed with the suit. If the leave is refused, the suit may be transferred to the Company Court for being tried and disposed of under Section 446 (2)(a) of the Act. The plaintiff may also file an application for transfer of the suit to the Company Court for disposal under Section 446 (2)(a). Alternatively, the plaintiff may get the suit dismissed with liberty to make a claim under Section 446 (2)(b) of the Act. Even if the suit is proceeded with, without obtaining leave of the Company Court, either not being aware of the order of winding up or ignoring the provisions of Section 446(1), the resultant decree will not be void, but only be voidable at the instance and option of the Official Liquidator of the company. It is also possible that the court passing the winding-up order may at any time, on the application either of the liquidator or of any creditor or contributory, make an order staying the winding up either altogether or for a limited time on such terms and conditions as the court deems fit, under Section 466 of the Act. When the winding up is so stayed, a suit against the company (filed before the winding-up order) which stood stayed under Section 446 (1) could be proceeded with, even though leave had not been obtained to proceed with the suit. We have referred to these alternative possibilities to show that having regard to the nature of an application under Section 446 (1) of the Act, it does not attract Article 137. 9. He had relied on the judgment of Madras High Court in the case of AL Rostamani International Exchange, represented by its Head International Operations, Mr.V.V.Subramaniam, P.O. Box No.10072, Dubai United Arab Emirates vs. Official Liquidator & Ors. , [2016 SCC OnLine Mad 9988] . He relied on paragraph Nos.14 to 16 which reads as under: 14. 9. He had relied on the judgment of Madras High Court in the case of AL Rostamani International Exchange, represented by its Head International Operations, Mr.V.V.Subramaniam, P.O. Box No.10072, Dubai United Arab Emirates vs. Official Liquidator & Ors. , [2016 SCC OnLine Mad 9988] . He relied on paragraph Nos.14 to 16 which reads as under: 14. Upon careful consideration of the judgments referred to above, Section 446 (2) and the findings of the learned single Judge, we agree with the decision of the learned Judge that in the winding up proceedings of a Company, claims by or against the company can alone be decided. Third party claims against a bidder in the auction cannot be decided by the company court. The power to decide on incidental claims must also be relating to the winding up proceedings. Just because, the second respondent is an auction purchaser, it cannot be said to be either the debtor or creditor of the company, falling within the definition of ‘claim’. The Word “Company” employed in Section 446 (2) would mean only the company in liquidation. The section has been enacted to ensure complete justice in the course of winding up proceedings of the company in liquidation. 15. Insofar as the judgments relied on by either side are concerned, in 1985 SCR (1 ) 511 (cited supra) cited by both the counsels, the Hon'ble Supreme Court clearly lays down the proposition that the claims can only be relating to the company under liquidation. The other decisions relied upon by the counsel for the first respondent also lay down the same ratio. Regarding the judgements cited on the side of the appellant i.e., AIR 1998 SC 3153 , AIR 1999 Bom 240 and AIR 1996 SC 489 (cited supra), they all deal with the scope and power of the court under Section 155 and not under 446. The observation of the Apex Court in para 34 of the judgment reported in AIR 1998 SC 3153 (cited supra), cannot be the ‘ratio’, but can only be an ‘obiter’ in the peculiar and differential facts of the case, as the Apex Court itself has recorded that it is dealing only with section 155. Also, the powers of the court under section 155 and procurement of shares pending winding up proceedings, only came up for adjudication. Therefore, the above judgements will not come to the aid of the appellant. Also, the powers of the court under section 155 and procurement of shares pending winding up proceedings, only came up for adjudication. Therefore, the above judgements will not come to the aid of the appellant. Insofar as Dr. Mahesh Bhatra's Case is concerned, it is infact against the appellant. In that case, the Company Law Board has held that the disputed questions cannot be decided under summary jurisdiction. 16. Therefore, we come to an irresistible conclusion that the role of the Company Court, while dealing with the winding up proceedings, is restricted to claims by or against the company in liquidation. In the present case, except for the fact that the demand drafts were issued in favour of the official liquidator, there is no nexus between the appellant and the company in liquidation. There is also no privity between the appellant and the second respondent. The company court in the course of winding up proceedings cannot be converted as a writ court under Article 226 of the Constitution of India or exercise the inherent powers under the Criminal Procedure Code. Wherein Madras High Court has held that claims by or against the company can alone be decided, but the third party claims against the bidder in the auction cannot be decided by the company court and while dealing with the winding up proceedings, it is restricted to claims by or against the company in liquidation. Relying on this judgment, learned Senior counsel submits that the suit cannot be transferred. He has also relied on the judgment of the Hon'ble Apex Court in case of Sudarshan Chits (I) Ltd. v. O. Sukumaran Pillai , [ (1984) 4 SCC 657 ] . He relied on paragraph No.8 which reads as under: 8. Before we advert to the question of construction of Section 446 (2)(b), it would be advantageous to notice the historical evolution of the provision as well as its present setting. Section 171 of the Indian Companies Act, 1913, the predecessor of Section 446 (1) did not contain any provision similar or identical to that of Section 446(2). Section 171 only provided for stay of suits and proceedings pending at the commencement of winding-up proceeding, and embargo against the commencement of any suit or other legal proceedings against the company except by the leave of the court. This provision with little modification is re-enacted in Section 446 (1). Section 171 only provided for stay of suits and proceedings pending at the commencement of winding-up proceeding, and embargo against the commencement of any suit or other legal proceedings against the company except by the leave of the court. This provision with little modification is re-enacted in Section 446 (1). There was no specific provision conferring jurisdiction on the court winding up the company analogous to the one conferred by Section 446 (2). Sub-section (2) was introduced to enlarge the jurisdiction of the court winding up the company so as to facilitate the disposal of winding-up proceedings. The provision so enacted probably did not meet with the requirement with the result that the Committee appointed for examining comprehensive amendment to the Companies Act in its report recommended that “a suit by or against a company in winding up should notwithstanding any provision in law for the time being be instituted in the court in which the winding-up proceedings are pending [ See para 207 of the Company Law Committee Report] ”. To give effect to these recommendations, sub-section (2) was suitably amended to bring it to its present form by Companies (Amendment) Act, 1960. The Committee noticed that on winding-up order being made and the Official Liquidator being appointed a Liquidator of the company, he has to take into his custody company property as required by Section 456. Section 457 confers power on him to institute or defend any suit, prosecution, or other legal proceeding, civil or criminal, in the name and on behalf of the company. Power is conferred upon him to sell the properties both movable and immovable of the company and to realise the assets of the company and this was to be done for the purpose of distributing the assets of the company amongst the claimants. Now at a stage when a winding-up order is made the company may as well have subsisting claims and to realise these claims the Liquidator will have to file suits. To avoid this eventuality and to keep all incidental proceedings in winding-up before the court which is winding up the company, its jurisdiction was enlarged to entertain petition amongst others for recovering the claims of the company. To avoid this eventuality and to keep all incidental proceedings in winding-up before the court which is winding up the company, its jurisdiction was enlarged to entertain petition amongst others for recovering the claims of the company. In the absence of a provision like Section 446 (2) under the repealed Indian Companies Act, 1913, the Official Liquidator in order to realise and recover the claims and subsisting debts owed to the company had the unenviable fate of filing suits. These suits as is not unknown, dragged on through the trial court and courts of appeal resulting not only in multiplicity of proceedings but would hold up the progress of the winding up proceedings. To save the Company which is ordered to be wound up from this prolix and expensive litigation and to accelerate the disposal of winding up proceedings, the Parliament devised a cheap and summary remedy by conferring jurisdiction on the court winding up the company to entertain petitions in respect of claims for and against the company. This was the object behind enacting Section 446 (2) and therefore, it must receive such construction at the hands of the court as would advance the object and at any rate not thwart it. 10. He had also relied on the judgment of the Delhi High Court in the case of Anil Gupta v. Delhi Cloth and General Mills Co. Ltd. , [1981 SCC OnLine Del 263] . He relied on paragraph Nos.17, 20 and 21 which reads as under: 17. Before parting I might notice an argument which was raised on behalf of the respondent to the effect that complicated questions of law and fact ought not to be gone into and decided in a petition under s. 155 of the Companies Act. In support of this contention the learned counsel relied upon Smt. Soma Vati Devi Chand v. Krishna Sugar Mills Ltd., AIR 1966 Punj 44, which was approved by a Division Bench of this court in Punjab Distilling Industries Ltd. v. Biermans Paper Coating Mills Ltd., [1973] 43 Comp Cas 189, and a subsequent decision in Kaushalya Devi's case, [1977] Tax LR 1928. 20. The observations in the Gujarat case ([1978] 48 Comp Cas 438) are clearly contrary to the decision of the Division Bench of this court in Punjab Distilling Industries' case, [1973] 43 Comp Cas 189. 21. 20. The observations in the Gujarat case ([1978] 48 Comp Cas 438) are clearly contrary to the decision of the Division Bench of this court in Punjab Distilling Industries' case, [1973] 43 Comp Cas 189. 21. I am bound by the Division Bench decision of this court and, in case disputed or complicated questions of fact and law arise, it must be held that recourse cannot be had to s. 155 of the Companies Act. The learned counsel for the petitioner has contended that in the present case no complicated questions of law and fact have arisen. This is not correct. It is the case of the petitioner that shares were not given to Sant Ram Dhuper for the purpose of sale and no consideration was received. According to Sant Ram Dhuper, on the other hand, the shares were sold to him. Which of the two versions is correct would require detailed investigation into the facts and would amount to deciding a dispute between an alleged purchaser and an alleged seller of the shares and such questions cannot be decided in these proceedings under s. 155 of the Companies Act. If there is any fraud played upon the petitioner by Sant Ram Dhuper, as a result of which shares which were standing in the petitioner's name have been transferred, the remedy of the petitioner would lie by way of a suit and not by filing the present petition. Another factor which is to be taken into consideration is that a very large number of transactions of sale of these very shares have taken place. None of the purchasers are parties to these proceedings. The exercise of jurisdiction under s. 155 by ordering rectification of register of members would create all sorts of complications affecting persons who have not had an opportunity to represent their case here and who are admittedly bona fide purchasers for value without notice of this dispute. Under the circumstances, the objection raised by the counsel for the respondents must prevail. 11. He submits that as the proviso to Section 446 (3) is deleted as per the amendment made to the Companies Act. Now the Court has no such power to transfer the case from the City Civil Court to this Court. 12. Under the circumstances, the objection raised by the counsel for the respondents must prevail. 11. He submits that as the proviso to Section 446 (3) is deleted as per the amendment made to the Companies Act. Now the Court has no such power to transfer the case from the City Civil Court to this Court. 12. Learned counsel appearing for the Official Liquidator submits that as per the amendment i.e., amendment to the Companies Act, 1956 by Act 11/2003, dated 13.1.2003 Clause 3 of Section 446 of the old Act is omitted. Learned counsel submits that the said amendment is not carried out by the Central Government and even as of now that remains to be in the statute and he has placed before this Court the Act 11/2003, dated 13.1.2003. He had also relied on the judgement of Madras High Court in the case of Salem Textiles Limited v. Authorized Officer, Phoenix ARC Private Ltd., (2013) 3 LW 105 wherein the Court dealt with the amendment to the Companies Act. He relied on paragraph No.42 which reads as under: 42. The amendment made by the 2004 Act to the Companies Act, 1956 makes it clear that the intention of the Parliament was to make the third proviso to section 424-A (1) of the Companies Act, 1956, in pari materia with the third proviso to section 15(1) of SICA. While making it so, the law- makers also ensured that the principle of abatement would apply even if the reference had been submitted along with a draft scheme for revival and rehabilitation as required by section 424-A(1). It may be seen that unlike under section 15(1) of SICA, the industrial company making a reference is itself bound to submit a scheme under section 424-A. Therefore, along with the expression “reference”, the third proviso to section 424-A included the phrase “and a scheme for revival and rehabilitation submitted before the commencement of the Enforcement of Security Interest and Recovery of Debts Laws (Amendment) Act, 2004”. Another important feature to be taken note of, is that the National Company Law Tribunal is conceived under the Companies (Second Amendment) Act, 2002 to be a forum higher in status, powers and responsibilities, than that of BIFR and AAIFR. It is actually a substitute for the Company Court (this court). Another important feature to be taken note of, is that the National Company Law Tribunal is conceived under the Companies (Second Amendment) Act, 2002 to be a forum higher in status, powers and responsibilities, than that of BIFR and AAIFR. It is actually a substitute for the Company Court (this court). Still, the principle of abatement was made applicable, even to a reference made to such a Tribunal by virtue of the third proviso to section 424-A. What is more significant, is the fact that atleast under SICA, the industrial company was afforded protection from any proceedings for recovery in terms of section 22(1) of the Act, if a reference was pending before BIFR. But under section 424-A to H, no such protection is given to a company, whose reference is pending before the National Company Law Tribunal. Therefore, the rights of the secured creditors to proceed for the recovery of dues is not curtailed, when a reference is pending before the National Company Law Tribunal, irrespective of the stage at which such reference is. This is a clear signal to the fact that the right conferred upon secured creditors under the third proviso to section 15(1) was intended to be absolute. 13. Relying on this judgment, he submits that as the same is not given effect to and is still part of the statute, this Court has got the power to transfer the suit. He has also relied on the judgment of the Delhi High Court in the case of Gopal Krishan vs. Super Cassettes Industries Ltd. and Others , [2019 SCC OnLine Del 8392] He relied on paragraph Nos.18 & 19 which reads as under: 18. The above submissions have been considered. It is to be noticed that the approval of the scheme of amalgamation was under Section 391 of the Act and not Section 394 of the Act. The corresponding provision in the Companies Act, 2013 (‘2013 Act’) is Section 230. However, at the relevant time when the appeal was filed, the provision relevant for that purpose was Section 391(7) of the Act. Although in terms of the Companies (Second Amendment Act) 2002 (‘2002 Amendment’), Section 391(7) stood omitted, the said amendment was to take effect only from date notified by the Central Government. 19. However, at the relevant time when the appeal was filed, the provision relevant for that purpose was Section 391(7) of the Act. Although in terms of the Companies (Second Amendment Act) 2002 (‘2002 Amendment’), Section 391(7) stood omitted, the said amendment was to take effect only from date notified by the Central Government. 19. The purpose behind omitting the Section 391(7) of the Act was to provide jurisdiction in respect of the matters in relation to mergers and amalgamations to the National Company Law Tribunal (‘NCLT’) which was constituted under the 2002 Amendment. Till such time the NCLT was not constituted, there was no question of matters involving Section 391 of the Act being transferred to it. The NCLT came into being finally when the 2013 Act came into force 1 st June 2016. The fact remained that when the appeal was filed on 18 th February 2013, Section 391(7) of the Act continued in the statute book. The entire 2002 Amendment omitting Section 391(7) of the Act stood repealed finally only on 14 th May 2015 with the passing of the Repealing and Amendment (Second) Act, 2015. 14. Basing on this judgment, he submits that the amendment is not notified by the Central Government and this Court has the power to transfer the suit from the Civil Court. 15. The learned senior counsel relied on the judgment of the Hon’ble Apex Court in Raghunath Rai Bareja and another Vs. Punjab National Bank and others , [(2007) 2 SCC 230] and submits that at Paragraph No. 27 the Court observed that: In this connection, it may be mentioned that Section 446 (3) of the Companies Act was omitted by Companies (Second Amendment) Act, 2002 and evidently the High Court has overlooked this Amendment. As a result in our opinion the High Court has no power to transfer the Execution Petition to the Debts Recovery Tribunal. At any event as held in Allahabad Bank vs. Canara Bank & Anr.(supra), Section 446 has no application once the RDB Act applies because Section 34 expressly gives overriding effect to the provisions of the RDB Act. Also, the RDB Act is a special law and hence will prevail over the general law in the Companies Act as held in Allahabad Bank vs. Canara Bank & Anr., (2000) 4 SCC 406 . 16. Also, the RDB Act is a special law and hence will prevail over the general law in the Companies Act as held in Allahabad Bank vs. Canara Bank & Anr., (2000) 4 SCC 406 . 16. Relying on this judgments, he submits that though it is submitted by the Official Liquidator that the amendment is not given effect, still in the light of the law laid down by the Hon'ble Apex Court in the case of Raghunath Rai Bareja and another Vs. Punjab National Bank and others referred supra, this Court is bound by the said order and the suit cannot be transferred from the City Civil Court to this Court. 17. Learned Senior Counsel had relied on the judgment of the Hon'ble Apex Court in the case of South Central Railway Employees Coop. Credit Society Employees Union v. B. Yashodabai , [ (2015) 2 SCC 727 ] . He relied on paragraph No.15 which reads as under: 15. If the view taken by the High Court is accepted, in our opinion, there would be total chaos in this country because in that case there would be no finality to any order passed by this Court. When a higher court has rendered a particular decision, the said decision must be followed by a subordinate or lower court unless it is distinguished or overruled or set aside. The High Court had considered several provisions which, in its opinion, had not been considered or argued before this Court when CA No. 4343 of 1988 was decided [South Central Railway Employees Coop. Credit Society Employees' Union v. Registrar of Coop. Societies, (1998) 2 SCC 580 : 1998 SCC (L&S) 703]. If the litigants or lawyers are permitted to argue that something what was correct, but was not argued earlier before the higher court and on that ground if the courts below are permitted to take a different view in a matter, possibly the entire law in relation to the precedents and ratio decidendi will have to be rewritten and, in our opinion, that cannot be done. Moreover, by not following the law laid down by this Court, the High Court or the subordinate courts would also be violating the provisions of Article 141 of the Constitution of India. 18. Moreover, by not following the law laid down by this Court, the High Court or the subordinate courts would also be violating the provisions of Article 141 of the Constitution of India. 18. He relied on the judgement of the Hon'ble Apex Court in the case of Suganthi Suresh Kumar v. Jagdeeshan , [ AIR 2002 SC 681 ] . H relied on paragraph No.9 which reads as under: 9. It is impermissible for the High Court to overrule the decision of the Apex Court on the ground that the Supreme Court laid down the legal position without considering any other point. It is not only a matter of discipline for the High Courts in India, it is the mandate of the Constitution as provided in Article 141 that the law declared by the Supreme Court shall be binding on all courts within the territory of India. It was pointed out by this Court in Anil Kumar Neotia v. Union of India [ (1988) 2 SCC 587 : AIR 1988 SC 1353 ] that the High Court cannot question the correctness of the decision of the Supreme Court even though the point sought before the High Court was not considered by the Supreme Court. 19. Having heard the submissions on behalf of both the parties, perused the entire material on record. It is appropriate to have a look at Section 446 , as it stood before amendment, which reads as under: 446. (1) When a winding up order has been made or the Official Liquidator has been appointed as provisional liquidator, no suit or other legal proceeding shall be commenced, or if pending at the date of the winding up order, shall be proceeded with, against the company, except by leave of the Court and subject to such terms as the Court may impose. (2) The Court which is winding up the company shall, notwithstanding anything contained in any other law for the time being in force, have jurisdiction to entertain, or dispose of- (a) any suit or proceeding by or against the company; (b) any claim made by or against the company (including claims by or against any of its branches in India); (c) any application made under section 391 by or in respect of the company; (d) any question of priorities or any other question whatsoever, whether of law or fact, which may relate to or arise in course of the winding up of the company; whether such suit or proceeding has been instituted or is instituted, or such claim or question has arisen or arises or such application has been made or is made before or after the order for the winding up of the company, or before or after the commencement of the Companies (Amendment) Act. 1960. (3) Any suit or proceeding by or against the company which is pending in any Court other than that in which the winding up of the company is proceeding may, notwithstanding anything contained in any other law for the time being in force, be transferred to and disposed of by that Court. (4) Nothing in subsection (1) or sub-section (3) shall apply to any proceeding pending in appeal before the Supreme Court or a High Court. 20. A bare perusal of the provision shows that power under Section 446 of the Act includes the power to entertain or dispose of any suit or proceedings by or against the company where such suit or proceedings have been initiated, before or after the order of winding up of the company. The primary object of such provision is to ensure that interest of the Company in liquidation is not sacrificed in any manner. Before amendment to Section 446 (3) of the Act, Section 446 (3) stipulates that any suit or proceeding by or against the Company which is pending in a Court other than the one, where the Company was being wound up, it has to be transferred to and disposed of by the Court conducting the winding up proceedings. Before amendment to Section 446 (3) of the Act, Section 446 (3) stipulates that any suit or proceeding by or against the Company which is pending in a Court other than the one, where the Company was being wound up, it has to be transferred to and disposed of by the Court conducting the winding up proceedings. The whole purpose of said provision was to consolidate the proceedings and facilitate the winding up process and also to prevent parallel legal proceedings against the Company, during its liquidation and also to ensure all the litigation pertaining to the Company be dealt with by the Court overseeing the winding up. This was omitted by the Companies (Second Amendment) Act, 2002. It is the arguments of the learned senior counsel is that insofar as Section 446 (3) as it now stands deleted, this Court has no power to transfer. This Court has perused the Companies (Second Amendment) Act, 2002, Sections 1 and 2 stipulating that it shall come into force on such date as the Central Government may, by Notification in the Official Gazette, appoint provided that different dates may be appointed for different provisions of the Act and any reference in any such provision to the commencement of this Act shall be construed as a reference to the commencement of that provision. Learned Senior Counsel also does not dispute the fact that the amendment to Section 446 of the Act, will come into effect only after the Central Government notifies in the Official Gazette. There is no dispute about the fact that it is not notified by the Central Government. In that case, the new Act whereby Section 446 (3) is deleted has not come into effect. In that case Court has to look at the Act which was prior to the amendment. 21. In all fairness, if the case is transferred from the City Civil Court to this Court, no prejudice would be caused to the respondents. In fact, it would be convenient to all the parties to appear before this Court and agitate their case. The judgments that are relied on by the senior counsel that this Court cannot declare a particular judgment of the Hon'ble Apex Court as per curiam, this Court is not able to appreciate the said submission as this Court is not declaring the judgment of the Hon’ble Apex Court as per incuriam. The judgments that are relied on by the senior counsel that this Court cannot declare a particular judgment of the Hon'ble Apex Court as per curiam, this Court is not able to appreciate the said submission as this Court is not declaring the judgment of the Hon’ble Apex Court as per incuriam. It is an admitted fact that the amendment is not given effect to and it was not notified by the Central Government. 22. In that view of the matter, in the light of Section 446 (3) of the Companies Act, 1956 , and in the interest of both the parties, this Court deems it appropriate to pass the following: ORDER : (i) C.A.No.434/2024 in C.A.No.3/2017 in CO.P. No.57/2012 filed by the Official Liquidator is allowed. O.S.No.6406/2012, pending on the file of the City Civil Court, Bengaluru is withdrawn and transferred to this Court.