Statutory jurisdiction overrides forum clauses in winding up petitions, and an admitted unpaid debt can justify winding up.

Statutory jurisdiction for a winding up petition under the Companies Act lies with the High Court within whose territorial jurisdiction the company's registered office is situated, and a contractual clause selecting another forum cannot override that jurisdiction. The limitation objection was treated as already decided against the company and having attained finality, so it did not bar the petition. The company's admitted principal debt remained unpaid despite statutory notice and opportunity, supporting a finding of inability to pay debts. On that basis, the jurisdiction and limitation objections failed, and winding up was ordered.

---

---

Issues: Whether the winding up petition was maintainable before the High Court despite the contractual clause conferring exclusive jurisdiction on the Bombay courts, whether the limitation objection could defeat the petition, and whether the company had failed to pay its admitted debt so as to justify winding up.

Analysis: The Companies Act is a special statute, and jurisdiction for a winding up petition is governed by section 10 of the Act, which confers jurisdiction on the High Court within whose territorial jurisdiction the registered office of the company is situated. A contractual stipulation choosing another forum cannot override that statutory jurisdiction. The limitation objection had already been considered earlier and repelled, and that order had attained finality. On the merits, the respondent-company had admitted the principal outstanding amount, and despite statutory notice and opportunity, the admitted debt remained unpaid.

Conclusion: The jurisdiction objection failed, the limitation plea failed, and the company was held unable to pay its debts; winding up was therefore ordered in favour of the petitioner.

Ratio Decidendi: In a winding up petition, statutory jurisdiction under the Companies Act cannot be excluded by contract, and an admitted unpaid debt after statutory notice may justify winding up for inability to pay debts.

---