Drafting, Pleadings and Appearances · Applications, Petitions and Appeals under Companies Act, 2013

Section 303 Companies Act 2013: Appeals from Earlier Orders

Updated 11 October 2026 · Fact-checked

Section 303 is a transitional provision. It says Chapter XX on winding up does not affect the operation or enforcement of a court's winding up order made immediately before the Act commenced. An appeal against that order is filed before the authority that was competent to hear such appeals before commencement.

Understand Appeals from Orders Made Before Commencement (Section 303)

A new Act cannot start on a blank slate. Companies were already being wound up under the Companies Act, 1956 when the 2013 Act came into force. Courts had already passed orders. Parties had already filed or were about to file appeals. The law needs a rule for these cases. Section 303 is that rule for winding up orders.

The section does two things. First, it protects the order. Nothing in the Chapter affects the operation or enforcement of any order made by any Court in winding up proceedings immediately before commencement. The order stays valid and can be enforced. Second, it fixes the forum for appeal. An appeal against such an order is filed before the authority competent to hear such appeals before commencement. It does not go to the new Tribunal or Appellate Tribunal merely because the 2013 Act now exists.

The key idea is that the old law governs the old order. The order was made under the old regime, so the old appellate route continues.

Do not confuse this with section 434. Section 434 deals with proceedings that were pending on a date notified by the Central Government. It transfers many of them to the Tribunal. Section 303 deals with orders already made and the appeals against them. Section 370 is a third, separate provision. It lets suits and proceedings pending at the time of registration of a company under that Part continue as if registration had not taken place.

For drafting and pleading papers, the practical point is simple. When you advise or draft, first find the date of the order and the court that made it. That tells you whether section 303 applies and where the appeal lies.

Key rules to remember

Rule of section 303: Winding up order made by a Court immediately before commencement → operation and enforcement unaffected; appeal lies to the authority competent before commencement; The section is about orders already made, not proceedings still pending.
Test for applying section 303: Order + by a Court + in winding up proceedings + made immediately before commencement of the 2013 Act; If any element is missing, check other transitional provisions such as section 434.
Section 434(1)(a): Matters pending before the Company Law Board on the notified date → stand transferred to the Tribunal; Tribunal disposes of them in accordance with the 2013 Act.
Section 434(1)(b): Appeal against a Company Law Board order made before the notified date → High Court, within 60 days of communication, on a question of law; High Court may allow a further period not exceeding 60 days if sufficient cause is shown.
Section 434(1)(c): Pending 1956 Act proceedings before a District Court or High Court → transferred to the Tribunal, which proceeds from the stage before transfer; Winding up proceedings transfer only if at a stage prescribed by the Central Government. Reserved cases and untransferred winding up proceedings continue under the 1956 Act and the Companies (Court) Rules, 1959.
Section 370: Suits and proceedings pending at registration under that Part → may continue as if registration had not taken place; No execution against the property or persons of an individual member. If company property is insufficient, a winding up order may be obtained under the 2013 Act or the IBC.

How to solve Appeals from Orders Made Before Commencement (Section 303) questions

Use this method for any question on appeals or pending matters after the 2013 Act commenced.

1Identify what exists on the relevant date: an order already made, or a proceeding still pending.
2If it is an order, note which authority made it and whether it was a court order in winding up proceedings.
3Check the timing. Was the order made immediately before commencement of the 2013 Act?
4State section 303: the order's operation and enforcement are unaffected, and the appeal is filed before the authority competent to hear appeals before commencement.
5If the matter is a pending proceeding, move to section 434 and apply the right clause: Company Law Board matters, appeals from Company Law Board orders, or court proceedings.
6Check the provisos to section 434 for winding up cases, reserved cases and voluntary winding up.
7Apply the conclusion to the facts and name the forum. Add a drafting or compliance point, such as the limitation period or the court rules to follow.

Quickest way: Order or pending? Two-line sort

When to use it: When a short question asks where an appeal or pending case goes after the new Act came into force.

Ask: is it an order already made or a case still pending? Order of a court in winding up: section 303, old appellate authority. Pending case: section 434.
Write the rule in one sentence, apply it to the facts in one sentence, and give the forum as your conclusion.

Common mistakes in Appeals from Orders Made Before Commencement (Section 303)

Saying an appeal under section 303 goes to the NCLAT.
Students assume every appeal under the new Act goes to the new Appellate Tribunal.
Fix: Write that the appeal is filed before the authority competent to hear it before commencement. The section keeps the old route.
Mixing up section 303 with section 434.
Both are transitional and both concern winding up.
Fix: Remember: 303 is about orders already made and appeals from them. 434 is about pending matters transferred to the Tribunal.
Saying the pre-commencement order becomes invalid or must be re-passed by the Tribunal.
Students think a new Act replaces everything done under the old law.
Fix: Section 303 says the operation and enforcement of the order are not affected. The order continues.
Stating that all pending winding up cases in High Courts move to the Tribunal.
Students read only clause (c) of section 434(1) and miss the provisos.
Fix: Add that winding up proceedings transfer only if at a stage prescribed by the Central Government. Others continue under the 1956 Act and the 1959 Rules.
Giving a wrong time limit for appeals from Company Law Board orders.
Students mix this period with other appeal limits.
Fix: For section 434(1)(b): sixty days from communication, to the High Court, on a question of law, with a further period not exceeding sixty days for sufficient cause.

Worked examples

Example 1

A High Court passed a winding up order against Kaveri Textiles Ltd. immediately before the Companies Act, 2013 commenced. The company wants to challenge it. Advise on the effect of the order and the forum for appeal.

Show the solution

Facts: a Court passed a winding up order immediately before commencement. This is an order already made, not a pending proceeding.
Rule: section 303 says nothing in the Chapter affects the operation or enforcement of any such order.
Effect: the order remains in force and can be enforced despite the new Act.
Appeal: it is filed before the authority that was competent to hear such appeals before commencement.
Drafting point: the memorandum of appeal should be addressed to that old appellate authority and should cite the order and its date.

Answer: The winding up order continues in operation and can be enforced. Kaveri Textiles Ltd. must file its appeal before the authority competent to hear such appeals before commencement, not before the NCLAT, by virtue of section 303.

Example 2

The Company Law Board passed an order against Mehta Components Ltd. before the date notified under section 434. Mehta Components Ltd. was aggrieved by the order and received it on 1 March. State where and within what time it can appeal, and on what ground.

Show the solution

Facts: an order of the Company Law Board made before the notified date. This is an order already made by the Board, so section 434(1)(b) applies. Section 303 covers court orders in winding up, so it does not fit.
Rule: a person aggrieved may appeal to the High Court within sixty days from the date of communication of the order.
Ground: the appeal lies on a question of law arising out of the order.
Time: sixty days run from the date the order was communicated to the company, here 1 March.
Extension: if the High Court is satisfied that sufficient cause prevented filing in time, it may allow the appeal within a further period not exceeding sixty days.

Answer: Mehta Components Ltd. should appeal to the High Court within sixty days from 1 March, the date of communication, on a question of law. With sufficient cause, the High Court may allow a further period not exceeding sixty days.

Exam tips

Begin every answer with the structure the paper expects: provision, analysis of facts, conclusion.
Quote the key words of section 303: operation and enforcement of the order, and the authority competent to hear appeals before commencement.
Always say whether the matter is an order already made or a pending proceeding, because that decides between sections 303 and 434.
Keep the numbers exact for section 434: sixty days, a further period not exceeding sixty days, High Court, question of law.
In a drafting question, name the forum correctly in the heading of the appeal and state the order date.

Practice questions from Applications, Petitions and Appeals under Companies Act, 2013

Appeals from Orders Made Before Commencement (Section 303): frequently asked questions

What does section 303 of the Companies Act, 2013 say?

It says nothing in the Chapter affects the operation or enforcement of any court order in winding up proceedings made immediately before commencement of the Act. An appeal against that order is filed before the authority competent to hear such appeals before commencement.

Do pre-commencement winding up orders go to the NCLT or NCLAT in appeal?

Section 303 does not send them there. The appeal goes to the authority that was competent before commencement. The section keeps the old appellate route for orders already made.

How are pending proceedings transferred to the NCLT?

Section 434 provides for it on a date notified by the Central Government. Matters pending before the Company Law Board stand transferred to the Tribunal. Certain pending 1956 Act proceedings before a District Court or High Court also transfer, and the Tribunal continues from the stage before transfer, subject to the provisos.

What is the difference between sections 303 and 434?

Section 303 deals with orders already made in winding up and the forum for appeals against them. Section 434 deals with matters and proceedings pending on the notified date and their transfer to the Tribunal. It also gives a High Court appeal against Company Law Board orders.