Arbitration clause survives winding up and does not oust the company court's jurisdiction under the Companies Act.

An arbitration agreement entered into by a company remains operative after winding up because liquidation does not extinguish the company's juristic identity or prior contractual obligations. Section 446(2) of the Companies Act, 1956 preserves the winding-up court's jurisdiction to entertain claims by or against the company, and the existence of an arbitration clause does not by itself oust that jurisdiction. The clause is not repugnant to section 446; at most, the court may consider whether a dispute should be stayed and referred to arbitration on a proper application.

---

---

Issues: Whether an arbitration agreement to which a company was a party continues to bind the company after an order of winding up, and whether such a clause takes away or impinges upon the jurisdiction of the company court under the Companies Act, 1956.

Analysis: Section 446(2) of the Companies Act, 1956 confers jurisdiction on the winding-up court to entertain and dispose of claims by or against the company, while section 9 makes void only those contractual provisions that are repugnant to the Act. The existence of an arbitration clause does not, by itself, oust the court's jurisdiction; it only means that, where a proper application is made, the court may consider whether the dispute should be stayed and referred to arbitration. Winding up does not extinguish the company's juristic identity or abrogate prior contractual obligations. The arbitration agreement therefore continues to operate after liquidation and is not inconsistent with section 446.

Conclusion: The arbitration clause continues to bind the company after winding up, and it does not take away the jurisdiction of the company court. The issue is decided in favour of the respondent.

Ratio Decidendi: An arbitration agreement binding a company before winding up remains operative after liquidation, and its enforcement is not repugnant to the company court's jurisdiction under section 446(2) of the Companies Act, 1956.

---