Territorial jurisdiction and limited scope of section 392 under amalgamation scheme constrained relief in disputed service conditions.

Territorial jurisdiction under the Companies Act lay with the High Court where the transferee company's registered office was situated, because after amalgamation the transferor company ceased to exist and effective relief was sought against the transferee. Section 392 of the Companies Act, 1956 was confined to supervising implementation of a sanctioned scheme and could not be used to quash an office memorandum or adjudicate disputed service conditions, as that would amount to rewriting the scheme and deciding matters for a civil, labour or industrial forum. The applications were also affected by delay, laches and acquiescence, since the challenged memorandum had long been acted upon.

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Issues: (i) Whether the High Court had territorial jurisdiction to entertain applications against the transferee company after the transferor company stood dissolved and the transferee company's registered office was outside its territorial jurisdiction; (ii) Whether the court could invoke section 392 of the Companies Act, 1956 to quash the office memorandum reducing the age of superannuation and grant relief on disputed service conditions; (iii) Whether the applications were barred by delay, laches and acquiescence.

Issue (i): Whether the High Court had territorial jurisdiction to entertain applications against the transferee company after the transferor company stood dissolved and the transferee company's registered office was outside its territorial jurisdiction.

Analysis: Jurisdiction under the Companies Act was examined with reference to the definition of "the court" and the provision conferring jurisdiction on the High Court where the company's registered office is situated. After the amalgamation became effective, the transferor company ceased to exist and the applications were in substance directed against the transferee company. Since the transferee company's registered office was not within the territorial jurisdiction of the High Court, the forum competent to entertain the matter was the High Court within whose territorial limits that registered office was situated.

Conclusion: The applications were not maintainable before the High Court for want of territorial jurisdiction.

Issue (ii): Whether the court could invoke section 392 of the Companies Act, 1956 to quash the office memorandum reducing the age of superannuation and grant relief on disputed service conditions.

Analysis: The power under section 392 is supervisory and is confined to supervising the carrying out of a sanctioned compromise or arrangement and making directions necessary for its proper working. It does not authorise adjudication of independent disputes about service conditions, nor does it permit the court to assume the role of a civil court, labour court or industrial tribunal. The employees' transfer under the scheme occurred on the effective date, and the office memorandum reducing superannuation had already operated before that date. The relief sought would, in substance, require rewriting the scheme and deciding a disputed employment claim, which lies beyond section 392.

Conclusion: The court could not grant the prayer to quash the office memorandum or declare the service conditions frozen as on the disinvestment date.

Issue (iii): Whether the applications were barred by delay, laches and acquiescence.

Analysis: The office memorandum was communicated and acted upon in 2007, VRS benefits were computed on that basis, and the applicants approached the court only much later when the consequences were imminent. The conduct showed prior knowledge of the impugned decision, inaction at the relevant stage of the amalgamation proceedings, and acceptance of the arrangement's operation over time. Equitable relief was therefore unavailable.

Conclusion: The applications were vitiated by delay, laches and acquiescence.

Final Conclusion: The applications failed both on jurisdictional grounds and on merits, and no relief could be granted under the supervisory powers relating to the scheme of amalgamation.

Ratio Decidendi: The supervisory power under section 392 of the Companies Act, 1956 is limited to ensuring proper working of a sanctioned scheme and cannot be used to decide independent disputed service claims or to rewrite the scheme; territorial jurisdiction lies with the court having jurisdiction over the company against whom effective relief is sought.

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