Section 289: Power of Tribunal on application for stay of winding up

Companies Act • Official Statutory Text & Practice Guide

Statutory Regulation
Legal Standard
Competent Court / Tribunal
Act 2013
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Legal Commentary & Landmark Judgments: Section 289

Section 289 of the Companies Act, 2013 formerly governed the Tribunal's power to stay winding up proceedings to facilitate corporate revival, before being omitted by the Insolvency and Bankruptcy Code, 2016 to channel corporate rehabilitation exclusively into the CIRP framework.

  • Statutory Scheme Prior to Omission: Section 289 originally provided a statutory mechanism whereby promoters, shareholders, creditors, or the liquidator could apply to the Tribunal for a stay of winding-up proceedings to enable corporate revival.
  • Legislative Rationale for IBC Omission: Parliament omitted Section 289 through the Eleventh Schedule of the Insolvency and Bankruptcy Code, 2016 (w.e.f. 15-11-2016) to eliminate conflicting revival jurisdictions and consolidate all restructuring under the IBC.
  • Survival of Inherent Judicial Stay Power: Notwithstanding the omission of Section 289, the NCLT retains inherent powers under Rule 11 of the NCLT Rules, 2016 and Section 280 to stay liquidation proceedings where a composite compromise under Section 230 is sanctioned.
Key Landmark Precedents:
  • Maharani Lalita Rajya Lakshmi v. Indian Motor Co. (Hazaribagh) Ltd., AIR 1962 Cal 127: The High Court held that a stay of winding-up proceedings is an extraordinary remedy granted only upon proof of absolute solvency, bona fide creditor consent, and complete commercial viability.
  • Re: Calgary & Edmonton Land Co. Ltd., [1975] 1 WLR 1231: The Chancery Division held that staying a compulsory winding-up order is equivalent to total rescission; applicants must establish that commercial morality is untarnished and all creditors are protected.
Courtroom Practice & Strategic Litigation Guidance:

Following the statutory omission of Section 289, parties seeking to halt a winding-up order to implement a turnaround plan must proceed via an application under Section 230 (compromise or arrangement with creditors) in conjunction with Rule 11 of the NCLT Rules, 2016, presenting a fully funded settlement scheme.