Territorial jurisdiction for scheme of arrangement failed where the company's registered office lay outside the High Court's reach.

The High Court's jurisdiction to sanction a scheme of arrangement under section 153 of the Indian Companies Act, 1913 depended on the statutory meaning of "Court" in sections 2(2) and 3(1), which linked jurisdiction to the High Court at the place where the company's registered office was situated. Because the company's registered office was in Dera Ismail Khan in Pakistan, the High Court lacked territorial jurisdiction. Section 276 also confined the Act's application to unregistered companies to winding-up provisions only, and section 153 was not a winding-up provision. Section 153(6) did not enlarge jurisdiction or extend the provision to a foreign company outside the Court's reach.

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Issues: Whether the High Court had jurisdiction to sanction a scheme of arrangement under section 153 of the Indian Companies Act, 1913 in respect of a foreign company whose registered office was in Pakistan and which had complied with section 277.

Analysis: The Court held that the definition of "Court" in sections 2(2) and 3(1) of the Act tied jurisdiction to the High Court at the place where the registered office was situate. Since the registered office of the company was in Dera Ismail Khan in Pakistan, the High Court had no territorial jurisdiction. It further held that section 276 made the provisions of the Act inapplicable to unregistered companies except for winding-up provisions, and that section 153 was not a provision with respect to winding up. Although section 153(6) defined "company" as any company liable to be wound up under the Act, that expression did not override the jurisdictional scheme of sections 2 and 3 or extend section 153 to foreign companies outside the Court's territorial reach.

Conclusion: The High Court had no jurisdiction to sanction a scheme of arrangement for the company, and section 153 did not apply to it.

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