Foreign company jurisdiction in Bombay upheld where business presence, local resolution challenge, and valuation supported High Court competence.

A foreign company carrying on business and maintaining a place of business in Bombay was held subject to the High Court's municipal jurisdiction, and the foreign company provisions of the Companies Act did not by themselves oust that jurisdiction. The court also held that it could examine the validity of a resolution amending the company's objects clause, since the existence of a foreign-law remedy did not exclude Indian jurisdiction where local jurisdictional facts existed and the relevant meeting and resolution were in Bombay. On valuation, the suit was found to exceed the City Civil Court limit because the aggregate reliefs were properly valued, giving the High Court pecuniary jurisdiction.

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Issues: (i) whether the High Court had jurisdiction to entertain the suit against a foreign company carrying on business and having its place of business in Bombay, including questions of submission to jurisdiction and the effect of the Companies Act provisions governing foreign companies; (ii) whether the High Court had jurisdiction to entertain the challenge to the resolution amending the company's objects clause; (iii) whether the High Court had pecuniary jurisdiction to try the suit.

Issue (i): whether the High Court had jurisdiction to entertain the suit against a foreign company carrying on business and having its place of business in Bombay, including questions of submission to jurisdiction and the effect of the Companies Act provisions governing foreign companies.

Analysis: The foreign company had established a place of business in Bombay, filed statutory returns there, nominated a person to service, and in fact carried on business and maintained its head office and management in Bombay. The provisions dealing with foreign companies did not curtail the jurisdiction of Indian courts; they only created a disability on the company's own right to sue when it had not complied with the statutory requirements. The objection based on foreign incorporation, foreign law, residence, dwelling, submission, and waiver was rejected, because municipal jurisdiction depended on the company's business connection and other jurisdictional facts in India, not on private international law notions or mere contractual submission.

Conclusion: The High Court had jurisdiction to entertain and try the suit against the foreign company and its directors.

Issue (ii): whether the High Court had jurisdiction to entertain the challenge to the resolution amending the company's objects clause.

Analysis: The challenge to the altered objects clause was not confined to the English statutory machinery relied upon by the defendants. The court held that the existence of a remedy under the foreign company law did not exclude the Indian court's jurisdiction where jurisdiction otherwise existed under municipal law. The fact that the resolution and meeting were held in Bombay strengthened the local jurisdictional basis, and the possibility of filing consequences abroad did not negate the Indian court's power to examine the validity of the resolution.

Conclusion: The High Court had jurisdiction to entertain and try the challenge to the resolution dated 8 December 1970 and the meeting held on that date.

Issue (iii): whether the High Court had pecuniary jurisdiction to try the suit.

Analysis: The plaint valued the aggregate reliefs above the City Civil Court limit, and the reliefs for declarations and injunctions were separately valued in accordance with the court-fees law. On the plaintiff's valuation, the suit exceeded the monetary jurisdiction of the City Civil Court. Since the aggregate value of the several reliefs had to be taken into account, the suit fell within the High Court's pecuniary jurisdiction.

Conclusion: The High Court had pecuniary jurisdiction to entertain and try the suit.

Final Conclusion: All preliminary jurisdictional objections were rejected, and the suit was held maintainable in the High Court.

Ratio Decidendi: A foreign company carrying on business and having a place of business within the court's territorial limits can be sued in India on matters otherwise within municipal jurisdiction, and statutory provisions regulating foreign companies do not, by themselves, exclude the court's jurisdiction.

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