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Issues Involved:
1. Amalgamation and its effect on the legal entity. 2. Jurisdiction of the High Court to entertain the winding-up petition. 3. Estoppel from raising jurisdictional objections. Detailed Analysis: 1. Amalgamation and its Effect on the Legal Entity: The petition for winding up was initially filed against Northern Digital Exchange Ltd., which was later amalgamated with Crompton Greaves Ltd. The Board for Industrial and Financial Reconstruction (BIFR) declared the company as a sick industrial company and approved the amalgamation. The final order of amalgamation was passed on 26-12-1995, and the company petition was revived with Crompton Greaves Ltd. substituted as the respondent. The court emphasized that the amalgamation resulted in the loss of the legal and corporate entity of Northern Digital Exchange Ltd. The amalgamation is not merely a re-organization but a complete merger where the transferor company loses its corporate character and legal entity. This was supported by the Supreme Court's ruling in Saraswati Industrial Syndicate Ltd. v. CIT, where it was held that the transferor company ceases to exist post-amalgamation. The court concluded that Northern Digital Exchange Ltd. had completely lost its legal entity and was operating only as a division of Crompton Greaves Ltd. 2. Jurisdiction of the High Court to Entertain the Winding-Up Petition: The primary objection raised by the respondent was regarding the territorial jurisdiction of the High Court of Punjab and Haryana to entertain the winding-up petition. Section 10(1)(a) of the Companies Act, 1956, stipulates that the High Court having jurisdiction in relation to the place where the registered office of the company is situated shall have jurisdiction. The court noted that the registered office of Crompton Greaves Ltd. is located in Mumbai, Maharashtra, as evidenced by the documents filed by the petitioner. The court highlighted that jurisdictional provisions must be construed definitively and not liberally to defeat their purpose. Therefore, the High Court of Punjab and Haryana does not have jurisdiction to entertain the winding-up petition against Crompton Greaves Ltd. 3. Estoppel from Raising Jurisdictional Objections: The petitioner argued that the respondents were estopped from raising the jurisdictional objection because they consented to the substitution of Crompton Greaves Ltd. as the respondent. However, the court held that jurisdiction cannot be conferred by consent of the parties. Jurisdiction is determined by statutory provisions, and no amount of mutual understanding or contract between parties can create jurisdiction in a court that does not have it under the law. The court concluded that the High Court of Punjab and Haryana lacks jurisdiction to entertain and decide the winding-up petition as the registered office of Crompton Greaves Ltd. is situated in Mumbai. The petition was rejected with the direction that the original petition be returned to the petitioner for presentation before a court of competent jurisdiction. No order as to costs was made, and the company petition as well as the connected application were disposed of accordingly.
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