2005 (3) TMI 483 - HC - Companies Law

Summary

Issues Involved:
1. Jurisdiction of the High Court at Allahabad to entertain the winding-up petition for a company with a registered office at Lucknow.
2. Interpretation of notifications issued under clause 14 of the United Provinces High Courts (Amalgamation) Order, 1948.
3. Applicability of previous judgments and notifications on the jurisdiction of the Allahabad High Court and its Lucknow Bench.

Detailed Analysis:

1. Jurisdiction of the High Court at Allahabad:
The primary issue was whether the High Court at Allahabad could entertain a winding-up petition for a company registered at Lucknow. The court examined section 10 of the Companies Act, 1956, which states that jurisdiction in company matters lies with the High Court where the company's registered office is located. Since the companies involved had their registered offices in Lucknow, the cases could ordinarily be filed only before the Lucknow Bench.

2. Interpretation of Notifications:
The court analyzed various notifications issued under clause 14 of the Amalgamation Order, which governs the jurisdiction of the Allahabad High Court and its Lucknow Bench. The notifications included:
- Notification dated 26-7-1948: Directed the Lucknow Bench to exercise jurisdiction over cases arising in Oudh.
- Notification dated 15-7-1949: Excluded the Lucknow Bench from exercising jurisdiction in company matters.
- Notification dated 5-8-1975: Restored the jurisdiction of the Lucknow Bench in company matters up to the stage of winding-up.
- Notifications dated 4-1-2003 and 14-1-2003: Reaffirmed the jurisdictional changes made by the earlier notifications.

The court concluded that the notification dated 5-8-1975, which restored the jurisdiction of the Lucknow Bench in company matters up to the stage of winding-up, was not considered in the earlier judgment of Sumac International Ltd. v. PNB Capital Services Ltd., making that judgment per incuriam (given in ignorance of the binding notification).

3. Applicability of Previous Judgments and Notifications:
The court reviewed several judgments, including:
- Nasiruddin v. State Transport Appellate Tribunal: Established that jurisdiction depends on where the cause of action arises, partly or fully.
- UP Rashtriya Chini Mill Adhikari Parishad v. State of UP: Held that the jurisdiction must be determined strictly as per the Amalgamation Order.
- Rajasthan High Court Advocates' Association v. Union of India: Reiterated that jurisdiction is based on where the cause of action arises.

The court also examined the judgment in Sumac International Ltd. v. PNB Capital Services Ltd., which had concluded that the Allahabad High Court could hear company matters despite the technical breach of jurisdiction. However, the court found that this judgment did not consider the notification dated 5-8-1975, which restored the jurisdiction of the Lucknow Bench.

Conclusion:
The court concluded that the jurisdiction of the Lucknow Bench or the Allahabad High Court depends on where the cause of action arises. In this case, since the registered office of the company is in Lucknow, the jurisdiction lies with the Lucknow Bench. The petition filed in the Allahabad High Court was deemed not maintainable, and the court directed that the petition be returned to the petitioners to be presented before the Lucknow Bench. The reference was answered accordingly.