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TMI Blog2005 (3) TMI 483X X X X Extracts X X X X X X X X Extracts X X X X ..... ed in accordance with rule 24 of the Companies (Court) Rules, 1959, and notices were issued to the respondents. Appointment of the official liquidator of the company was also made and further directions had been issued to him. However, the said orders have subsequently been kept in abeyance. The respondent companies have raised, a preliminary, objection regarding the jurisdiction of the Allahabad High Court to entertain the said winding-up petitions. 3. The learned Judge, after hearing learned counsel for the parties, realised that the issue of jurisdiction of the Allahabad High Court and its Bench at Lucknow had been considered several times. However, a Division Bench of this court in Sumac International Ltd. v. PNB Capital Services Ltd. AIR 1997 All. 424 had rejected the similar contention, holding that such company matters, can be heard only at Allahabad, and the jurisdiction of the Lucknow Bench stood excluded completely. Hence this reference. 4. Shri Umesh Chandra, learned senior counsel, appearing for the companies has submitted that the Hon ble Apex Court has considered the issue of jurisdiction of the Allahabad High Court and its Lucknow Bench in a large number ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... Hon ble Supreme Court in Hanuman Prasad Gupta v. Hiralal [1970] 40 Comp. Cas. 1058 and H. V. Jayaram v. ICICI Ltd. [2000] 23 SCL 64 (SC) while dealing with company matters, held that the jurisdiction of the court is to be determined only be examining the territorial jurisdiction of the court where the registered office of the company is situated. 8. Learned counsel appearing for the Registrar of Companies and official liquidator have fairly conceded that the cause of action either fully or partly had not arisen within the territorial jurisdiction of this court but had arisen only within the territorial jurisdiction of the Lucknow Bench. However, the matter was required to be examined in the light of the notifications issued by the Hon ble Chief Justice from time to time in exercise of the power under clause 14 of the Amalgamation Order excluding or including the jurisdiction of the Lucknow Bench in the company matters. Clause 14 of the Amalgamation Order reads as under: "14. The new High Court, and the Judges and Division Courts thereof, shall sit at Allahabad or at such other places in the United Provinces as the Chief Justice may, with the approval of the Governor o ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ench had territorial jurisdiction over 12 districts, namely, Lucknow, Faizabad, Sultanpur, Rai Bareli, Pratap Garh, Barabanki, Gonda, Baharaich, Sitapur, Kheri, Hardoi and Unnao, and the Lucknow Bench can entertain a petition if the cause of action had arisen partly or fully within those 12 districts. The court held that it was immaterial that the original order had originated from Bareilly and as the appeal was decided by the Tribunal at Lucknow, it cannot be said that the cause of action had not partly arisen within the territorial jurisdiction of the Lucknow Bench. The court held as under : ". . . If the cause of action arises in part within the specified areas in Oudh it would be open to the litigant who is the dominus litis to have his forum conveniens. The litigant has the right to go to a Court where part of his cause of action arises. In such cases, it is incorrect to say that the litigant chooses any particular Court. The choice is by reason of the jurisdiction of the Court being attracted by part of cause of action arising within the jurisdiction of the Court. Similarly, if the cause of action can be said to have arisen part within specified areas in Oudh and part out ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... on ble Apex Court in Rajasthan High Court Advocates Association v. Union of India [2001] 2 SCC 294. The Jaipur Bench of the Rajasthan High Court was established in 1976 and 11 districts had been placed in its territorial jurisdiction. The court applied the same principle and held that if the cause of action either fully or partly had arisen in the district specified to the Jaipur Bench, it would have the competence as the territorial jurisdiction was bifurcated between the principal seat and the permanent Bench of the Rajasthan High Court, and therefore, their jurisdiction is to be determined strictly in view of the provisions of clauses (1) and (2) of article 226 of the Constitution of India. 14. The judgment in Ram Lakhan Saran v. Sunni Central Board of Waqf AIR 1976 All. 532 referred to by both the parties, is not relevant for determining the controversy involved herein as the said judgment is only to the extent that once the Hon ble Chief Justice has fixed the territorial jurisdiction of the Lucknow Bench, it cannot be changed. 15. The Hon ble Supreme Court in Dr. Manju Varma v. State of UP [2005] 1 SCC 73, considered the whole issue as well as the aforesai ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ce of the High Court of Judicature at Allahabad is pleased to direct that as from 26-7-1948, until further orders, the Bench of the High Court at Lucknow shall exercise the jurisdiction and powers vested under the said Order in the High Court in respect of cases arising in the whole of Oudh." Notification dated 15-7-1949 : "In exercise of the powers conferred by article 14 of the United Provinces High Courts (Amalgamation) Order, 1948, and in partial modification of the court s Notification No. 6103, dated 26-7-1948, as amended up-to-date, the Chief Justice of the High Court of Judicature at Allahabad is pleased to direct that with effect from 25-7-1949, the Lucknow Bench of the High Court of Judicature at Allahabad shall not exercise jurisdiction and power in respect of cases under the following Act arising within the existing territorial jurisdiction :...". 3. The Indian Companies Act, 1913 (Act VII of 1913) : . . . Provided that nothing herein contained shall affect the jurisdiction and power of the Lucknow Bench in respect of proceedings already pending before that Bench prior to the coming into force of this notification." Notification dated 5-8-1975 : "Wherea ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... observations made therein, the position in regard to the exercise of jurisdiction, entertainment and disposal of the matters falling within the ambit of the Companies Act as enforced with effect from 25-7-1949, shall stand restored in supersession of the intervening orders covering the subject passed thereafter. 3. Let the consequential steps be taken in the light of the observations made in para 39 of the judgment of this court rendered by a Full Bench of five Judges in the case of Ram Lakhan Saran v. Sunni Central Board of Waqf AIR 1976 All. 532." 18. The Acting Chief Justice on being informed about the 1975 order passed another order on 14-1-2003; modifying the earlier order dated 4-1-2003, to the extent that the figures 25-7-1949, be substituted by 1-10-1975. 19. Thus, it is evident from the aforesaid that by the notification dated 15-7-1949, the Hon ble Chief Justice in exercise of his powers under the second proviso to clause 14 of the Amalgamation Order, had withdrawn the jurisdiction of the Lucknow Bench to deal with the matters under the Companies Act, but by notification dated 5-8-1975, the Hon ble Chief Justice conferred the said jurisdiction under the Com ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... that the proceedings are not maintainable at Allahabad. If the petition is instituted and heard at Allahabad, it shall not be a case of total lack of jurisdiction. It may at the most can be said to be a defective exercise of jurisdiction at one stage but which is rendered ineffective if the stage of hearing has come. Ultimately, both the Benches at Allahabad and Lucknow form one High Court. . . ." (p.428) 23. The observations are only in respect of institution and hearing. Their Lordships have not observed that even otherwise, it would have been possible that the matter be heard at Allahabad if the notification dated 15-7-1949, was not there. The observation was only to save the party from harassment that it was not desirable that they should file a petition at Lucknow and only then it could be transferred to Allahabad. It has not been held that had the notification dated 15-7-1949, been not there, the petition could be entertained by the Allahabad High Court. 24. After the judgment in Sumac International Ltd. v. PNB Capital Services Ltd. AIR 1997 All. 424, when the matter was placed before the Hon ble Acting Chief Justice, his Lordship was pleased to pass an order date ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... aises the question of jurisdiction, the case requires to be decided seriously as an order without jurisdiction becomes a nullity. More so, there is also a clear distinction as the Patna High Court was dealing with the issue of transfer of a case. In the present case, transfer is not required at all if the court comes to the conclusion that it has no jurisdiction, it has, to return the plaint/petition to the petitioner concerned to present it before the court of competent jurisdiction, in view of the principles enshrined in the provisions of Order 7, rule 10 of the Code of Civil Procedure and the party may be entitled to the benefit of limitation as provided for under section 14 of the Limitation Act. 27. To sum up, our conclusions are that in company matters, that court has the jurisdiction in whose territorial jurisdiction the company has the registered office. It is so necessary also for the reason that directors of a company may be prosecuted at hundreds of places, as in a given case, shareholders of the company may file complaints at different places throughout India. Section 10(3) of the 1956 Act, clarifies the necessity further, as the company may change the location of i ..... X X X X Extracts X X X X X X X X Extracts X X X X
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