TMI Blog2003 (10) TMI 409X X X X Extracts X X X X X X X X Extracts X X X X ..... projects, etc. as set out in the Memorandum of Association. The petitioner-company is carrying on business through Bangalore Branch since 1998 which is situated at No. 29, Infantry Road, Bangalore-1, which is the principal place of business of the petitioner-company in India. The Company by name Centurion Bank Limited which hereinafter referred to as a Transferee Company was incorporated on June 30, 1994, as Public Limited Company under the provisions of the Companies Act, 1956, having its registered office at Durga Nivas, Mahatma Gandhi Road, Panaji-403001, Goa. The Transferee Company has built up key strength in retail banking, apart from offering a range of corporate banking and treasury products. The management of the Transferee Company believes that the Transferee Company can progress at a faster rate with the infusion of additional capital. In line with this the Transferee Company has proposed to enter into a Scheme of Arrangement, inter alia which includes transfer of undertaking of the Bangalore Branch of the petitioner-company by restructuring and recapitalisation of the Transferee Company. The Board of Directors of the Transferee Company by a Resolution dated 23rd April ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... tion was admitted notice was ordered to Regional Director, Department of Company Affairs, Southern Region, Chennai. After service of notice he entered appearance and submitted a report. In the said report it is contended that the petitioner is a registered company having its registered office in the Sultanate of Oman and having a place of business in India at Bangalore but it is registered with the Registrar of Companies, National Capital Territory at Delhi, pursuant to section 592 of the Companies Act, 1956 and he is looking after the compliance of various provisions of the Companies Act, 1956 relating to Foreign Companies carrying on their business in India and therefore the petition filed by the petitioner-company in this court is not maintainable as the petition ought to have been filed before the High Court of Delhi. It is further contended that the jurisdiction of this Court is analogous to the jurisdiction of the Registrar of Companies where the registered office of the company is situated, i.e. , where the Company is registered and therefore it is not correct to file the company petition by the Transferor Company before this court as said company s Indian Office/business i ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... preciate these contentions it is necessary to have a look at some provisions of the Companies Act which has a bearing on the subject. Section 2( 11 ) defines the "Court" under the Act. According to the said definition, the Court means with respect to any matter relating to a Company other than any offence against this Act, the Court having jurisdiction under this Act with respect to the matter relating to that company as provided under section 10. The word company has been defined under section 2( 10 ) of the Act. According to the said definition the Company means the Company as defined under section 3 of the Act. Section 3 in turn defines a company, means a company formed and registered under this Act or an existing company as defined in clause ( ii ). Then section 10 which deals with the jurisdiction of Courts under the Act, which states that the Court having jurisdiction under this Act shall be High Court having jurisdiction in relation to the place at which the registered office of the company concerned is situate, except to the extent to which jurisdiction has been conferred on any District Court or District Courts subordinate to that High Court in pursuance of sub-section ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... tablished place of business in India, is held by one or more citizens of India or by one or more bodies corporate incorporated in India, or by one or more citizens of India and one or more bodies corporate incorporated in India, whether singly or in the aggregate, such company shall comply with such of the provisions of this Act as may be prescribed with regard to the business carried on by it in India, as if it were a company incorporated in India." [Emphasis supplied] Section 592 deals with documents etc., to be delivered to the Registrar of Foreign Companies carrying on business in India, which reads as under: " Documents, etc., to be delivered to Registrar by foreign companies (carrying on business in India) . (1) Foreign companies which, after the commencement of this Act, establish a place of business within India shall, within (thirty days) of the establishment of the place of business, deliver to the Registrar for registration ( a )a certified copy of the charter, statutes, or memorandum and articles, of the company or other instrument constituting or defining the constitution of the company; and if the instrument is not in the English language, a certified translati ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... f they have not delivered to the Registrar before the commencement of this Act the documents and particulars specified in sub-section (1) of section 277 of the Indian Companies Act, 1913 (7 of 1913), continue to be subject to the obligation to deliver those documents and particulars in accordance with that Act." [Emphasis supplied] Section 597 deals with offices where documents to be delivered which reads as under : " Office where documents to be delivered. (1) Any document which any foreign company is required to deliver to the Registrar shall be delivered to the Registrar having jurisdiction over New Delhi, and references to the Registrar in this Part except in sub-section (2) shall be construed accordingly. (2) Any such document as is referred to in sub-section (1) shall also be delivered to the Registrar of the State in which the principal place of business of the company is situate. (3) If any foreign company ceases to have a place of business in India, it shall forthwith give notice of the fact to the Registrar, and as from the date on which notice is to be given, the obligation of the company to deliver any document to the Registrar shall cease, provided it has no o ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... it abundantly clear that in applying the sections referred to in sub-sections (1), (2) and (3) to a Foreign Company as aforesaid, references in those sections to the Registrar shall be deemed to be references to the Registrar having jurisdiction over New Delhi, and references to the registered office of the Foreign Company shall be deemed to be references to its principal place of business in India. Therefore, in respect of Foreign company which are registered outside India, though they are expected to register those company by filing necessary documents in the Registrar having jurisdiction over New Delhi, the registered office of such company shall be deemed to be its principal place of business in India. In so far as Foreign Companies are concerned, the Legislature has consciously made departure in so far as place of registration and place of registered office is concerned. A registered office of Foreign company be situated in a State outside the place of registration of the company, namely, New Delhi. Therefore, in respect of Foreign companies, though the registration takes place at Registrar having jurisdiction over New Delhi, registered office could be situated outside the jur ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ed companies that is the Foreign Companies which carry on the business in India it is the principal place of business of such companies which is the decisive factor to decide a domicile of such company and High Court with a jurisdiction over such a principal place of business will have jurisdiction to entertain the petition under the Act. Merely because, as a statutory requirement the documents are filed with the Registrar of Delhi for registering in terms of section 597(1) of the Act, that does not mean that a Foreign Company being registered in that office the High Court of Delhi only has jurisdiction over the said company. If that arguments were to be accepted in respect of an unregistered Companies which are incorporated outside India it is only the Delhi High Court which will have a jurisdiction over all such Foreign Companies. If that was the intention of the Legislature the said intention could have been made explicit by enacting a specific provision under the Companies Act though Chapter XI deals exclusively with Foreign Companies. On the contrary section 600 of the Act categorically states that in so far as Foreign Companies are concerned the Registrar means the Registrar ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... rence to petitioner-Bank. Under the terms and conditions the net worth of the Bangalore Branch of Bank Muscat after deducting therefrom cash and cash equivalents, is Rs. 15 crores. Under the terms the petitioner-company has to contribute a sum of Rs. 75 crores, as reduced by the grant of consideration viz., 15 crores which is the net worth of the Bangalore Branch of the petitioner-company to the Transferee Company by subscribing in cash equity shares of the Transferee Company having face value of Re. 1 each of Transferee Company at a premium of Rs. 3 per share. On receipt of the said contribution the Transferee Company shall issue and allot to the shareholders of the petitioner-company such number of equity shares but not exceeding 37.50 crores Equity Shares in aggregate, of the face value of Re. 1 each at a premium of Rs. 3 per share and credited as fully paid up and equate the funds contributed by existing principal shareholders in accordance with clause 14.1 of the Scheme the interest of the shareholders of the petitioner-company unit at Bangalore is taken care of with effect from the appointed date of debts of Assets and Liabilities contingent or otherwise duties and obligati ..... X X X X Extracts X X X X X X X X Extracts X X X X
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