Winding up jurisdiction stays with the court on presentation, but final order requires mandatory admission and advertisement.

Jurisdiction in winding up proceedings is fixed when the petition is presented, based on the company's registered office at that time; a later change of registered office does not divest a High Court already seized of the matter, and an unchallenged sick industrial company board opinion may be persuasive but is not determinative. A final winding up order cannot be made without first admitting the petition and directing advertisement under the company court rules, because that procedure protects the company and potential objectors. The jurisdictional objection failed, but the direct winding up order was set aside and the matter remitted to proceed from admission.

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Issues: (i) Whether the High Court retained jurisdiction to entertain the winding up petitions despite the company changing its registered office during pendency, and whether the Board's opinion under the sick industrial company law could be relied upon for that purpose; (ii) Whether a final winding up order could be passed without first admitting the petitions and directing advertisement in accordance with the company court rules.

Issue (i): Whether the High Court retained jurisdiction to entertain the winding up petitions despite the company changing its registered office during pendency, and whether the Board's opinion under the sick industrial company law could be relied upon for that purpose.

Analysis: Jurisdiction to entertain a winding up petition is determined by the place where the company's registered office is situate at the time the petition is presented, read with the statutory definition of registered office for winding up jurisdiction. The subsequent change of registered office during the proceedings does not divest the court of jurisdiction already validly assumed. The opinion recorded by the Board under the sick industrial company framework may be a relevant factor, and where it is unchallenged, it may carry persuasive value, but it does not by itself displace the jurisdiction of the court that had seisin when the petitions were instituted.

Conclusion: The objection to jurisdiction failed, and the High Court was held to have jurisdiction to entertain the petitions.

Issue (ii): Whether a final winding up order could be passed without first admitting the petitions and directing advertisement in accordance with the company court rules.

Analysis: The rule governing admission and advertisement of a winding up petition is substantive in character and serves as a safeguard both for the company and for persons who may wish to oppose the petition. The statutory procedure requires the petition to be admitted, directions for advertisement to be issued, and an opportunity to be afforded before a final winding up order is made. Dispensing with that procedure and proceeding directly to final winding up was contrary to the prescribed scheme.

Conclusion: The direct winding up order was set aside, and the petitions were directed to be admitted and advertised in accordance with the rules.

Final Conclusion: The appeals succeeded in part. The jurisdictional challenge was rejected, but the final winding up order was quashed for non-compliance with the mandatory admission and advertisement procedure, and the matters were remitted to proceed from the stage of admission.

Ratio Decidendi: A court that validly acquires jurisdiction over a winding up petition on presentation is not divested by a subsequent change of the company's registered office, and a final winding up order cannot be made without following the mandatory statutory procedure of admission and advertisement prescribed for such petitions.

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