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Jurisdiction of the court to entertain a winding-up petition under the Indian Companies Act, 1913 as adapted in the Kalahandi State. Analysis: The judgment revolves around the jurisdiction of the court to entertain a winding-up petition under the Indian Companies Act, 1913, as adapted in the Kalahandi State. The petitioners sought to wind up a company incorporated in the Kalahandi State, which was part of British India at the time of incorporation. The petitioners' debt was admitted, establishing their entitlement to present the petition. The company opposed the application solely on the ground that the court lacked jurisdiction to entertain it. The key issue was whether the court had jurisdiction under section 3 of the Indian Companies Act, which stipulates that the High Court having jurisdiction in the place of the company's registered office can wind up the company. The company's registered office was in Kalahandi, Orissa, while it had a place of business in Calcutta. The company argued that the Calcutta office could not be considered the principal place of business for winding-up purposes. The petitioner contended that the company fell under the definition of an unregistered company under Part IX of the Indian Companies Act, making it eligible for winding up under section 271. The company, however, relied on the Merged States (Laws) Act, 1949, which extended the Indian Companies Act to the merged States, including Kalahandi. The court analyzed the provisions of the Merged States (Laws) Act and concluded that the company's registration under the Kalahandi State law was deemed to have been done under the Indian Companies Act, negating its classification as an unregistered company. The court emphasized that the jurisdiction issue must be decided with reference to the Indian Companies Act. It clarified that a company registered under the Act cannot be considered unregistered, thereby precluding its winding up under section 271 applicable to unregistered companies. Even if the court had jurisdiction, it exercised discretion by considering the absence of company assets in Bengal, leading to impracticalities in administering the assets if a winding-up order were made. The court dismissed the application, highlighting the petitioner's option to seek winding up in the High Court at Cuttack for more convenient asset administration. In conclusion, the judgment delves into the intricacies of jurisdiction under the Indian Companies Act, the implications of the Merged States (Laws) Act, and the court's discretionary powers in winding-up matters, ultimately dismissing the application due to jurisdictional constraints and practical considerations regarding asset administration.
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