Territorial jurisdiction in company winding up matters is a nullity when the reference is heard by the wrong bench.

Allahabad was held to be the principal seat of the High Court of Judicature at Allahabad, though not a permanent seat, under the Amalgamation Order. A winding up reference relating to a company whose registered office fell within the Lucknow Bench territory could not validly be entertained and decided at Allahabad; such an order was treated as a nullity for want of jurisdiction. The objection was not barred by the appellant's long participation because a defect going to subject-matter jurisdiction cannot be cured by delay or acquiescence. The impugned winding up order was set aside and the matter directed to the competent Company Judge at Lucknow for fresh consideration.

---

---

Issues: (i) Whether the High Court at Allahabad is the principal seat, though not a permanent seat, of the High Court of Judicature at Allahabad. (ii) Whether a winding up reference concerning a company having its registered office within the Lucknow Bench territory could be entertained and decided at Allahabad. (iii) Whether the appellant was barred from raising the jurisdictional objection after several years of participation in the proceedings. (iv) Whether the winding up order was sustainable on merits.

Issue (i): Whether the High Court at Allahabad is the principal seat, though not a permanent seat, of the High Court of Judicature at Allahabad.

Analysis: The United Provinces High Courts (Amalgamation) Order, 1948 created one High Court with jurisdiction over the whole province and provided for sittings at Allahabad and at Lucknow. The earlier decision on the Amalgamation Order established that no permanent seat could be read into the order. The distinction between permanence and principal status was treated as legally significant. The structure of the order, the general place of sitting, the residuary control, and the administrative arrangement all indicated that Allahabad remained the principal seat.

Conclusion: Allahabad is the principal seat, though not a permanent seat, of the High Court of Judicature at Allahabad.

Issue (ii): Whether a winding up reference concerning a company having its registered office within the Lucknow Bench territory could be entertained and decided at Allahabad.

Analysis: The jurisdiction over company winding up matters under the relevant notifications and the Amalgamation Order was held to be territorially demarcated. For companies whose registered office fell within the areas assigned to the Lucknow Bench, the stage up to the winding up order lay within that Bench's jurisdiction, and subsequent proceedings were to follow the notified forum arrangement. An order passed by a court lacking such territorial and subject-matter jurisdiction was treated as a nullity and not merely an irregularity.

Conclusion: The winding up reference ought not to have been entertained and decided at Allahabad, and the order passed there was without jurisdiction.

Issue (iii): Whether the appellant was barred from raising the jurisdictional objection after several years of participation in the proceedings.

Analysis: Although territorial and pecuniary objections are ordinarily required to be taken at the earliest, the Court held that a defect going to subject-matter jurisdiction stands on a different footing. Since the Allahabad court lacked jurisdiction over the winding up stage itself, delay or participation could not validate the proceedings. The prolonged pendency and the unsettled state of the jurisdictional position also weighed against treating the objection as lacking bona fides.

Conclusion: The appellant was not barred from raising the jurisdictional objection, and the belated objection did not cure the jurisdictional defect.

Issue (iv): Whether the winding up order was sustainable on merits.

Analysis: Because the impugned winding up order was found to have been passed by a court lacking jurisdiction, the merits of the winding up could not be finally affirmed at Allahabad. The proper course was to transmit the BIFR reference to the Lucknow registry for consideration by the competent Company Judge.

Conclusion: The winding up order was not sustainable and was set aside.

Final Conclusion: The appeal succeeded, the impugned winding up order was annulled, and the matter was directed to be placed before the competent Company Judge at Lucknow for fresh consideration in accordance with law.

Ratio Decidendi: Where the statutory and notified allocation of company winding up jurisdiction places the matter within the Lucknow Bench territory, an order passed on such a reference by the Allahabad Bench is a nullity, and delay or prior participation does not validate a jurisdictional defect that goes to the root of the matter.

---