REGISTRAR OF COMPANIES Vs. KAMAL INFOSYS LTD

JUDGEMENT

(1.) These company petitions have been filed by Registrar of Companies U.P. and Uttaranchal, Kanpur under Section 439(e) and (f) of Companies Act for winding up of several companies. In every petition respondent No. 1 is the company sought to be wound up by the said petitioner.

(2.) As is apparent from the very first order passed in these petitions on 24-11-2001 (petitions were filed on 23-11-2001), the companies and their directors are being prosecuted as per investigation made by C.B.I. It revealed that the companies had cheated several thousands of investors, banks and financial institutions through forgery and by corrupt/illegal business. C.B.I, submitted a report on 20/23-8-2001 stating therein that it had registered criminal cases against the directors of the said companies. By the aforesaid order of 24-11-2001 petition was directed to be advertised in accordance with Rule 24 of Companies (Court) Rules, 1959 and notices were issued to the respondents. By the same order official liquidator was appointed as Provisional liquidator of the companies and was directed to take over the assets of the companies and to prepare inventories. By another order dated 29-1-2002 it was provided that the operation of the order of the Court dated 24-11-2001 directing the official liquidator to take over the possession of the assets as Provisional liquidator shall remain in abeyance upto 1st March, 2002. The said order dated 29-1-2002 has been extended from time to time and by virtue of the last order dated 29-8-2003 it is to remain in operation until 17-10-2003. In these petitions on behalf of the respondents (i.e. company and its Directors) a preliminary objection has been raised regarding jurisdiction of this Court as the registered offices of all the Companies are situate in Lucknow. On 13-3-2003 an order was passed directing the case to be listed on 3-4-2003 alongwith the connected matters to enable Mr. Subodh Kumar to examine the matter regarding the preliminary objection as to the jurisdiction of the Allahabad High Court. This question of jurisdiction involved in these petitions is also being raised in several other company petitions. Accordingly, arguments of learned counsel in this regard were heard on 18-9-2003 and order on the question of jurisdiction was reserved.

(3.) The decision on the question of jurisdiction depends upon the interpretation of Clause 14 of Uttar Pradesh High Court Amalgamation Order, 1948 and validity of the orders of the following dates passed by Chief Justice under aforesaid Clause 14. 26-7-1948 15-7-1949 5-8-1975 4-1-2003 14-1-2003 Clause 14 is quoted below :-