Foreign jurisdiction clause cannot oust Indian company court jurisdiction in winding-up where statutory jurisdiction and admitted debt exist.

A contractual clause choosing English law and English courts did not displace the Indian Company Court's statutory jurisdiction to entertain a winding-up petition where the company's registered office was in India. Section 10 of the Companies Act, 1956 fixed territorial jurisdiction in the High Court where the registered office is situated, and Section 9 overrode any inconsistent agreement. The trustee for debenture holders had locus under Section 439(2) to present the petition. The deed also preserved proceedings in other competent courts, and the company's statutory reply and balance-sheet entries showed the debt was admitted, not genuinely disputed.

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Issues: Whether the Company Court in India having territorial jurisdiction could entertain a winding-up petition against an company despite a Trust Deed stipulating English law and exclusive jurisdiction of English courts, and whether the petition was barred for want of jurisdiction.

Analysis: The Trust Deed had to be read as a whole. Clause 20.1 provided for English law to govern the instrument, but that did not oust the jurisdiction of the Indian Company Court where the registered office of the company was situate. Section 9 of the Companies Act, 1956 gives the Act overriding effect over any inconsistent agreement, while Section 10 fixes jurisdiction in the High Court within whose territorial limits the registered office is located. Section 439(2) confers locus on a trustee for debenture holders to present a winding-up petition. Clause 20.4 further preserved the right of the trustee and bondholders to take proceedings in other courts with jurisdiction and to pursue concurrent proceedings. The company's reply to the statutory notice and its balance-sheet entries showed that the debt was admitted and not genuinely disputed. The foreign jurisdiction clause therefore did not bar the winding-up petition in India, and the court could apply English law, where relevant, under Section 57(2) of the Indian Evidence Act, 1872.

Conclusion: The Indian Company Court had jurisdiction to entertain the winding-up petition, and dismissal on the ground of lack of jurisdiction was unsustainable.

Ratio Decidendi: A contractual clause selecting foreign law and foreign courts does not exclude the statutory jurisdiction of the Indian Company Court to entertain a winding-up petition against a company registered in India, particularly where the governing clause preserves proceedings in other competent courts and the debt is admitted.

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