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Issues Involved:
1. Jurisdiction of the High Court to entertain and pass orders on Company Petitions. 2. The procedural correctness of passing a winding-up order without admitting the petitions and advertising the same. Detailed Analysis: Jurisdiction of the High Court: - Initial Jurisdiction: The High Court of Gujarat initially had jurisdiction as the company's registered office was within its jurisdiction for more than six months preceding the filing of the Company Petitions. This is in accordance with Section 10 of the Companies Act, 1956, which states that the High Court having jurisdiction in relation to the place where the registered office of the company is situated shall have jurisdiction to entertain the petition. - Change of Registered Office: The appellant argued that since the registered office was moved to a jurisdiction under the Bombay High Court, the latter should have jurisdiction to pass orders. However, the court held that the change of the registered office during the pendency of the petitions does not oust the jurisdiction of the High Court, which initially had jurisdiction at the time of filing the petitions. Allowing such a change to affect jurisdiction could lead to manipulation by companies to avoid unfavorable judgments. - Board's Opinion: The appellant contended that the opinion of the Board under the Sick Industrial Companies (Special Provisions) Act, 1985 (SICA) was forwarded to the Bombay High Court, and thus, only that court could act on it. The court clarified that even without the Board's opinion, it had jurisdiction based on the allegations and the concession made by the appellant's counsel. The Board's opinion, while relevant, was not the sole basis for jurisdiction. Procedural Correctness: - Rule 96 of the Companies (Court) Rules, 1959: The appellant argued that the learned Single Judge breached Rule 96 by passing a final winding-up order without formally admitting the petitions and advertising them. Rule 96 mandates that upon filing a petition, it should be posted before a judge for admission, fixing a hearing date, and giving directions for advertisement. - Admission and Advertisement: The court agreed with the appellant that the learned Single Judge erred by not following the procedure under Rule 96. The rule is substantive and ensures protection against fraudulent creditors and collusive petitions, providing a safeguard for the company and other interested parties. - Concession by Counsel: The court noted that the learned Single Judge's decision was influenced by the concession made by the appellant's counsel, who admitted that the company could not be revived, leaving no option but winding up. However, procedural rules must still be followed. Conclusion: - Quashing the Winding-Up Order: The court quashed the final winding-up order due to the procedural lapse of not admitting the petitions and not advertising them as required by Rule 96. - Directions for Further Proceedings: The court directed the admission of all company petitions and ordered that the hearing date be advertised. The matters are to be heard by the learned Company Judge after giving due opportunity to all parties. - Expedited Hearing: Given the age of the petitions (filed in 1989), the court directed the Registry to place the petitions before the learned Company Judge on a specified date for expedited proceedings. Disposal of Civil Application: - Civil Application No. 132 of 2002: With the disposal of the main appeals, this application does not survive and is accordingly disposed of. The interim relief granted earlier is vacated.
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