Territorial jurisdiction in winding-up proceedings cannot be altered by amalgamation, substitution, or consent where the registered office is elsewhere.

Territorial jurisdiction in a winding-up matter remains fixed by the statutory rule that the petition must lie before the High Court where the company's registered office is situated. Amalgamation and substitution of the original respondent-company did not enlarge that forum, because the transferor-company had ceased to exist and its liabilities vested in the transferee-company, while pending proceedings could continue only against the transferee-company. Consent, substitution, or acquiescence could not override the Companies Act jurisdictional mandate. As the substituted company's registered office was in Mumbai, the Punjab and Haryana High Court lacked territorial jurisdiction and the winding-up petition was not maintainable before it.

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Issues: Whether the High Court had territorial jurisdiction to entertain a winding-up petition after the original respondent-company had been amalgamated and substituted, in light of the statutory rule that jurisdiction lies with the High Court where the registered office of the company is situated.

Analysis: The amalgamation order and the final closure of the sick-company proceedings showed that the transferor-company had ceased to exist as an independent legal entity and that its rights and liabilities stood vested in the transferee-company. The scheme of amalgamation protected pending proceedings only in the sense that they could continue against the transferee-company, but it did not alter the statutory forum for such proceedings. Under the Companies Act, jurisdiction in winding-up matters is confined to the High Court within whose territorial limits the registered office of the company is situated, and that statutory mandate cannot be expanded by consent, substitution, or acquiescence. Since the substituted company had its registered office at Mumbai, the Punjab and Haryana High Court lacked jurisdiction.

Conclusion: The objection to jurisdiction was upheld and the winding-up petition was held not maintainable before the Court.

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