JUDGMENT Panckridge, J. - This is an appeal by the Plaintiff from the judgment and decree of Lort-Williams, J., dated June 2nd, 1939, dismissing the Plaintiff's suit, wherein he sought a declaration that a certain agreement entered into between himself and the Respondent on January 17th, 1938, was void and inoperative, as also certain orders of the Court made on January 17th, 1938, June 20th, 1938 and August 22nd, 1938. The history of the case begins with a sub-lease of an unexpired term of 999 years of coal-mining rights in a Mouza known as Sinidih in favour of one Jogendra Mukerjee, the lessor being a lady of the name of Sm. Bindha Debi. The date of this document is July 23rd, 1917. It provides for the payment of minimum royalty secured by a first charge on all buildings, sheds, structures and machinery, that the lessor may construct or erect on or within the demised premises. 2. There is also a proviso for re-entry on failure to pay the royalty or on breach of any of the covenants. 3. Sometime in 1918, a newly incorporated private company called the Sinidih Coal Concern, Ltd., acquired the lessee's interest under the sub-lease. The bulk of the shares in the new company belonged to Jogendra Mukherjee, and sometime in 1929, after Jogendra's death, the Appellant acquired these shares from Jogendra's sons. 4. On August 6th, 1932, Sm. Bindha Debi, the lessor, enforced her security under the sub-lease by obtaining a mortgage decree against the company for Rs. 28,900. 5. In November, 1934, the share-holders in the company passed a voluntary winding-up resolution, one P.K. Mitra being appointed voluntary liquidator, and, by a subsequent resolution, the liquidator was given power to carry on the business until the company could be sold as a going concern. 6. On April 16th, 1935, the right, title and interest of the company in the colliery was sold under the Bihar and Orissa Public Demands Recovery Act for arrears of cess for Rs. 100 to one S.C. Sinha. 7. Apparently the cess again fell into arrears, for there was a similar sale on December 19th, 1935, for Rs. 35, the purchaser in this case being one Deben Roy. 8. On September 14th, 1937, Bindha Debi's successor Ranbirjit Sondhi executed a deed of assignment, whereby he conveyed to the Respondent, for a sum of Rs. 7. Apparently the cess again fell into arrears, for there was a similar sale on December 19th, 1935, for Rs. 35, the purchaser in this case being one Deben Roy. 8. On September 14th, 1937, Bindha Debi's successor Ranbirjit Sondhi executed a deed of assignment, whereby he conveyed to the Respondent, for a sum of Rs. 44,000, all his right, title and interest in the colliery and the various mortgage decrees obtained by Bindha Debi. 9. Thereby the Respondent became a creditor of the company in respect of the sums due under the several decrees, and also its lessor. 10. On November 22nd, 1937, the Respondent presented a petition to this Court for the compulsory winding-up of the company, and obtained the appointment of two gentlemen, Mr. Read and Mr. Demetrius, as Provisional Liquidators. 11. On December 13th, 1937, a compulsory winding-up order was made. At this time the Appellant was, or professed to be, a creditor of the company for a considerable amount, and was also the largest share-holder. 12. On December 22nd, 1937, the Respondent took out a summons, asking that the Provisional Liquidators should be appointed official liquidators and for directions generally. The summons was addressed to the Appellant and to Chandi Prosad Pal, described as two of the contributories. On January 17th, 1938, the summons was disposed of, and an order made to which certain terms of settlement were annexed. They are as follows: 1. Mr. Sachindra Nath Banerjee, Registered Accountant, be appointed the Official Liquidator subject to his furnishing security for Rs. 10,000 or such other sum as may be fixed by this Honourable Court on a remuneration of 5 per cent, subject to a minimum of Rs. 500 in lump besides all the usual expenses. 2. Mr. Sudhir Chandra Roy Chowdhuri be appointed solicitor for the Official Liquidator. 3. Advertisement to be issued once in the Amrita Bazar Patrika and once in Dainik Basumati. 4. Notice of further proceedings to be given to the petitioning creditor by service on his attorneys. 5. The costs of Chandi Prosad Pal and Probodh Lal Mukherjee of and incidental to this application be paid out of the assets of the company. 6. 3. Advertisement to be issued once in the Amrita Bazar Patrika and once in Dainik Basumati. 4. Notice of further proceedings to be given to the petitioning creditor by service on his attorneys. 5. The costs of Chandi Prosad Pal and Probodh Lal Mukherjee of and incidental to this application be paid out of the assets of the company. 6. The costs of the petitioning creditor and of the Provisional Liquidators of and incidental to this application and of all proceedings in connection with the winding-up application and of all proceedings in connection with the winding-up application including costs of all applications whether disposed of or not and including all fees actually paid to Counsel and all costs of conference, all such costs to be taxed as between attorney and client will be paid by the said Chandi Prosad Pal and Probodh Lal Mukherjee. 7. The Provisional Liquidators are hereby discharged. They would forthwith make over possession of the colliery and of the books of the company in their possession to the Official Liquidator. They will further render an account of their dealings in respect of the said company. They will be paid their usual remuneration and the actual expenses incurred by them out of the funds in their hands and for stock of coal and|or out of the assets of the company on which they will have a first charge for such payment. 8. All civil and criminal proceedings including appeals pending in various Courts in respect of the company are hereby abandoned by Ram Ranjan Bhattacharjee and the other parties interested therein. 9. Decree passed in favour of Raja Nil Kanta Narayan Singh against Sm. Bindhya Debi and others and assigned in favour of Chandi Prosad Pal stand good. 10. Assignment of rent and royalty by the said Raja Nil Kanta Narayan Singh in favour of Chandi Prosad Pal in respect of the period from January, 1933 to September, 1934, also stands good. 11. The company recognises the assignment between Ranbirjit Sondhi and Rai Sahib Chandanmull Karnani dated the 14th September, 1937 and admits it as valid and binding on the company. 12. 11. The company recognises the assignment between Ranbirjit Sondhi and Rai Sahib Chandanmull Karnani dated the 14th September, 1937 and admits it as valid and binding on the company. 12. The said Chandi Prosad Pal and Probodh Lal Mukherjee on or before 31st January, 1938, render and submit to Rai Sahib Chandanmull Karnani the accounts of raisings and despatches of coal for the period January, 1933 to the 22nd November, 1937 and of the Road Cess, Health Board Cess and fuel coal payable as per lease. 13. The amounts due to Chandi Prosad Pal as per cls. (9) and (10) to be set off against the dues of Rai Sahib Chandanmull Karnani against the company as mentioned in the deed of assignment in favour of Rai Sahib Chandanmull Karnani together with the rents and royalties, etc., after the date of the assignment. In calculating such dues each party will take into account interest payable to him in terms of the said leases. 14. The balance of the amount due to Rai Sahib Chandanmull Karnani after such set off as mentioned in the previous clause will be payable by the company. The said amount will be payable by the company and will be paid in the manner following: (1) Rs. 10,000 within the 31st of January, 1938. (2) The balance by monthly instalments of Rs. 2,000 each, the first of such instalment being payable on or before, 25th February, 1938, and each subsequent instalment by the 25th of each month. (3) In default of payment of any of the instalments aforesaid the whole of the balance then remaining due to Rai Sahib Chandanmull Karnani will at once become payable and realisable by execution of this order or by suit or otherwise and in that case interest will be paid 6 per cent, per annum from the very beginning as also all costs of and incidental to all proceedings for realising same. 15. The said Probodh Lal Mukherjee hereby personally guarantees the payment of the aforesaid amounts. 16. As further security for such payment of the said balance the premises Nos. 50 and 58, Monoharpukur Road, Calcutta, containing an area of 35 cottahs of land belonging to Probodh Lal Mukherjee shall stand charged subject to a first charge of Rs. 15. The said Probodh Lal Mukherjee hereby personally guarantees the payment of the aforesaid amounts. 16. As further security for such payment of the said balance the premises Nos. 50 and 58, Monoharpukur Road, Calcutta, containing an area of 35 cottahs of land belonging to Probodh Lal Mukherjee shall stand charged subject to a first charge of Rs. 8,000 in favour of Satyendra Mohan Mullick, Clock Tower House, 365, Upper Chitpore Road, Rai Sahib Chandanmull Karnani will be at liberty to withdraw the amount payable to the Improvement Trust from the said Improvement Trust as soon as the Award is published less the amount payable by the said Satyendra Mohan Mullick. The said amount so realised from the Improvement Trust will be adjusted against the amount due to Rai Sahib Chandanmull Karnani. The said Probodh Lal Mukherjee undertakes to execute all documents as may be necessary to properly effectuate the charge hereinbefore mentioned and the guarantee mentioned in the previous clause hereof on or before 31st January, 1938. 17. Rai Sahib Chandanmull Karnani will have a first charge of the colliery belonging to the company for all amounts now due to him and for future rents and royalties. 18. A fresh Mining Lease in consultation with Mr. Sudhir Chandra Ray Choudhury and Mr. Probhash Chandra Roy upon the existing terms as to rate of rents and royalties and with the residue of the period with addition and alteration as necessary will be executed by the parties. The company will pay all costs of Rai Sahib Chandanmull Karnani of and incidental to the execution of the said lease. 19. Liability of Anath Nath Sadhu in respect of his dealings with the company is hereby discharged. He will not have any claim whatever against the company. 20. Chandi Prosad Pal and Probodh Lal Mukherjee will have a charge on the assets of the company subject to the charges hereinbefore mentioned for the payments made or to be made by them to the said Rai Sahib Chandanmull Karnani or to the company. 21. The company will pay to Rai Sahib Chandanmull Karnani Rs. 100 in full settlement of the costs incurred by him in criminal proceedings instituted against him and others by Ram Ranjan Bhattacharjee and which are hereby abandoned. 13. 21. The company will pay to Rai Sahib Chandanmull Karnani Rs. 100 in full settlement of the costs incurred by him in criminal proceedings instituted against him and others by Ram Ranjan Bhattacharjee and which are hereby abandoned. 13. With regard to terms 1 to 7 inclusive the order contained substantive provisions, and then proceeded:-- And it is further ordered that the clauses 8, 9, 10, 11, 12, 13, 14, with sub-clauses (1), (2), (3), (15), (16), (17), (18), (19), (20) and (21) of the said terms of settlement be and the same are hereby confirmed, and the said clauses of the terms of settlement be carried into effect accordingly. 14. This is one of the orders that the Court is asked to declare inoperative and of no effect. 15. On March 21st, 1938, the Respondent served a notice on the Appellant and Chandi Charan Pal, accompanied by a tabular statement, calling on them to show cause why the order passed against them on January 17th, 1938, should not be executed against them. 16. This matter was disposed of by Lort-Williams, J., on June 20th, 1938, after reading an affidavit affirmed by Pal on behalf of himself and the Appellant, and hearing Counsel appearing on their behalf. The substance of the order then made was for a reference to take an account of the monies due to the Respondent in terms of the order of January 17th, 1938, and this was followed by a direction that the amount so found due be paid to the Respondent by the company, and in default of such payment, be paid by the Appellant. This is the second order which is called in question in the suit. 17. The Official Referee duly made his report that Rs. 48,386-8-10 was due, and, when the matter came before me on August 23rd, 1938, I ordered that the report should be confirmed. There was no appearance for the Appellant, who had filed no exceptions to the report. This order is also questioned, and of course it stands or falls with the other two orders. 18. On February 9th, 1939, the Appellant instituted the present suit. There was no appearance for the Appellant, who had filed no exceptions to the report. This order is also questioned, and of course it stands or falls with the other two orders. 18. On February 9th, 1939, the Appellant instituted the present suit. The plaint, after setting, out the events leading up to the agreement of January 17th, states that "the aforesaid agreement was entered into between the parties thereto in the mistaken belief that the company was still then the owner of the lease-hold interest in the colliery." Later on, in the plaint it is stated that the Plaintiff came to know on or about January 23rd, 1939, of the sale of December 19th, 1935, to Deben Roy. There is a further statement that Deben Roy assigned his interest in the colliery to one Biseswar Chatterjee on December 6th, 1938, who, on the strength of the said assignment, took possession of the colliery on January 20th, 1939, by ousting the Official Liquidator, by reason whereof the interest of the company in the colliery has been irretrievably lost. 19. The relevant allegations in the written statement are these:--There is a denial of the mistaken belief. As regards the sale under the Public Demands Recovery Act, the Respondent states that the Appellant was all along aware of the sale to Deben Roy, who is a clerk employed by the Appellant's pleader. He charges the Appellant and Chandi Prosad Pal with conspiracy, and alleges that Deben Roy is their benamdar, as also Biseswar Chatterjee, to whom Deben has assigned the colliery. Paragraph 18 of the written statement is as follows:-- This Defendant states that the said purchase in the certificate sale and the said assignment and the said taking of possession are fraudulent, invalid, and void altogether, and the said colliery is still the property of the company, and that the interest of the company in the said colliery has not been lost as alleged or at all. 20. The learned Judge states in his judgment that the main arguments before him were directed to the issue raised by the Appellant touching his mistaken belief that the company was still the owner of the lease-hold interest in the Sinidih colliery at the time of the agreement of January 17th, 1938, and that he did not come to know of the sale to Deben Roy until January 23rd, 1939. The learned Judge came to the finding that the Appellant was under no such mistaken belief as he alleges. On this issue I do not see how the learned Judge could possibly come to any other conclusion. As he points out, the Plaintiff did not give evidence, although there was nothing to prevent him doing so, if he wished. The learned Judge draws attention to a petition affirmed by the voluntary liquidator on November 11th, 1937. In paragraphs 9 and 10 of that petition the circumstances of the cess sale of April, 1935, are set out in detail, and in paragraph 11 the deponent states that he has reason to believe that the purchase was made by and or on behalf of the Appellant in the name of a benamdar. 21. The circumstances of the subsequent sale are stated in paragraph 12, and similar allegations of benami are made with regard to it. The Petitioner charges the Appellant and Pal with various acts of default, malfeasance, and misfeasance, among which are causing loss to the company by reason of non-payment of dues, and purporting to purchase the right, title and interest in the colliery in the benami of others as a result of certificate proceedings. An enquiry is asked for under sec. 235 of the Companies Act. Although the affidavit in opposition is sworn by Pal and not by the Appellant, the learned Judge is unquestionably right in holding that the petition was before the Appellant at the time the agreement was signed, and presumably before. 22. In addition the learned Judge calls attention to the minutes of a shareholders' meeting of September 9th, 1935, at which the Appellant seconded a resolution approving the action of the liquidator in not paying the Certificate Officer the cess dues. 23. Another resolution proposed by the Appellant at a similar meeting held on January 4th, 1936, explicitly refers to a sale of the right, title and interest in the colliery, under the certificate procedure. 24. As the learned Judge points out, although there is some doubt whether the first or second sale is referred to, this is really of no importance, as the Appellant's suggestion is that he was ignorant that there had been any sale at all. 25. 24. As the learned Judge points out, although there is some doubt whether the first or second sale is referred to, this is really of no importance, as the Appellant's suggestion is that he was ignorant that there had been any sale at all. 25. Indeed learned Counsel for the Appellant does not now dispute that his client had notice of the sales, but I understand him to argue that possibly he was under the mistaken belief that the sales had not affected the title to the colliery. However, this suggestion need not be seriously considered, as the Appellant has chosen not to go into the witness box, where he might have explained to the Court exactly what his state of mind was. 26. The learned Judge next deals with the question of consideration for the guarantee. 27. It is to be noted that neither absence nor failure of consideration is alleged in the plaint, nor was any issue framed on this point. 28. Now, in my opinion, the suggestion with regard to consideration is only an attempt to raise the issue of mistaken belief in another form. 29. The various covenants in the Appellant's favour, which appear in the terms of settlement, are on the face of them ample consideration to support the Appellant's promise to guarantee the company's indebtedness. 30. What is said is that consideration has failed because the agreement shows that both parties supposed that the colliery was the property of the company, and that accordingly the Respondent would be in a position to grant a mining lease, and put the Appellant in possession, whereas it had in fact passed to a purchaser. 31. However, as has already been shown, all the evidence leads to the conclusion that the position with regard to the certificate sales was well-known to the parties, and certainly to the Appellant. Accordingly since they entered into the agreement with their eyes open, the Appellant must be assumed to have elected to take the risk of the Respondent's inability to grant an effective lease. 32. There can thus be no question of failure of consideration. 33. The judgment then deals with the allegation in the written statement that the sales for arrears of cess was fictitious, in the sense that the purchasers were the benamidars of the Appellant. 34. 32. There can thus be no question of failure of consideration. 33. The judgment then deals with the allegation in the written statement that the sales for arrears of cess was fictitious, in the sense that the purchasers were the benamidars of the Appellant. 34. Logically speaking, a finding on this point is superfluous, because once the conclusion is arrived at that the agreement was made with full knowledge of the sales, and that there is not even a prima facie case of mistaken belief for the Respondent to meet, there is nothing to be explained or rebutted. 35. However we see no ground whatever for disagreeing with the finding of the learned Judge, for which he gives cogent reasons, that the property of the company was purchased by the persons acting at the instigation of the Appellant on the company's behalf, the result being that the property still belongs to the company. 36. The point which has been most strongly urged is the technical one of jurisdiction. 37. It is said that the powers of the Court under the Companies Act do not include the power to make the order of January 17th, 1938, embodying the terms of settlement, or at any rate terms 8 to 21 (inclusive). 38. Further it is said that on the true construction of the order the Appellant's promise to guarantee could not be made the subject-matter of execution proceedings, and that, if the Respondent desired to enforce it, he could only do so by means of a separate suit. In other words, the two orders of June 20th, and August 22nd, 1938, are without jurisdiction and inoperative. 39. Now the embarrassment that is likely to be caused if a litigant, who has consented to one order, and has unsuccessfully resisted another and not appealed against it, is to be permitted to question the jurisdiction of the Court to make these orders by a separate suit, is obvious. 40. This is not one of that class of cases that (?) sometimes in India, where there is, or is said to be, a conflict between Courts of concurrent jurisdiction but different rank. 41. The orders were made by this Court as a winding-up Court under the Companies Act, and the suit is brought in this Court in its Ordinary Original Civil Jurisdiction. 42. 41. The orders were made by this Court as a winding-up Court under the Companies Act, and the suit is brought in this Court in its Ordinary Original Civil Jurisdiction. 42. The position seems to me to be the same as though in England an action were brought in the King's Bench Division of the High Court of Justice to have an order, made by a Judge in a company matter in the Chancery Division, declared null and void. 43. Learned Counsel for the Appellant was asked if he could point to an action of this character, and he was unable to do so. 44. In my opinion, Mr. Banerji is right when he argues that the test is whether the Court could in any circumstances have made the order which is impugned. 45. In my opinion the order of January 17th, is within the powers of the Court, which under sec. 234 (1) of the Indian Companies Act are very wide. 46. The affidavit of Mr. Demetrius sworn on May 19th, 1938, shows that the Provisional Liquidators in fact approved the terms, and explains how it was that they did not append their signatures to them. 47. It is suggested that under the order appointing them the powers of the Provisional Liquidators were limited, and did not include the power to effect compromises. Even if that were so, it would merely mean that the Court misconstrued its own order in a matter over which it had jurisdiction generally. This could not possibly confer upon a compromising party, who has consented to the order, the right to institute separate proceedings to have it declared a nullity. 48. With regard to the orders of June 20th, and August 22nd, 1938, I consider that it may well be that on a true construction of the terms of settlement, the Appellant's guarantee could only be enforced by a separate suit, and not by execution in the winding-up. There is, however, as far I can see, no reason why a compromise order made under sec. 234 of the Act should not provide for execution against a guarantor. 49. If the order does so provide, under sec. 199 of the Companies Act it can be enforced in the same manner in which decrees in any suit pending in the Court can be enforced. 50. 234 of the Act should not provide for execution against a guarantor. 49. If the order does so provide, under sec. 199 of the Companies Act it can be enforced in the same manner in which decrees in any suit pending in the Court can be enforced. 50. In this case the question of the construction of the consent order and of the jurisdiction of the Court to make it or enforce it by execution was strenuously argued before Lort-Williams, J., when the application resulting in the order of June 20th, fell to be disposed of. 51. The decision of the learned Judge was adverse to the Appellant, but he did not, as he might have done, appeal against it. 52. The decision of the Full Bench in Hriday Nath Roy v. Ram Chandra Barna Sarma ILR 48 Cal. 138: s.c 24 C.W.N. 723 (F.B.) (1920) is helpful in this connection. 53. At page 147, Mookerjee, A. C. J., observes :-- This classification into territorial jurisdiction, pecuniary jurisdiction and jurisdiction of the subject-matter is obviously of a fundamental character. Given such jurisdiction, we must be careful to distinguish exercise of jurisdiction from existence of jurisdiction; for fundamentally different are the consequences of failure to comply with statutory requirements in the assumption and in the exercise of jurisdiction, The authority to decide a cause at all and not the decision rendered therein is what makes up jurisdiction and when there is jurisdiction of the person and Subject-matter the decision of all other questions arising in the case is but an exercise of that jurisdiction. The extent to which the conditions essential for creating and raising the jurisdiction of a Court or the restraints attaching to the mode of exercise of that jurisdiction, should be included in the conception of jurisdiction itself is sometimes a question of great nicety, as is illustrated by the decisions reviewed in the order of references in Sukhlal v. Tarachand ILR 33 Cal. 68: s.c. 9 C.W.N. 1046 (1905) and Khosh Mahomed v. Nazir Mahomed ILR 33 Cal. 352 : s.c. 9 C. W. 1065 (1905); see also the observation of Lord Parker in Raghunath v. Sundardas ILR 42 cal. 72 83: s.c. 18 C.W.N. 1058 (P.C.) (1914). But the distinction between existence of jurisdiction and exercise of jurisdiction has not always been borne in mind and this has sometimes led to; confusion. 352 : s.c. 9 C. W. 1065 (1905); see also the observation of Lord Parker in Raghunath v. Sundardas ILR 42 cal. 72 83: s.c. 18 C.W.N. 1058 (P.C.) (1914). But the distinction between existence of jurisdiction and exercise of jurisdiction has not always been borne in mind and this has sometimes led to; confusion. [See Mabulla v. Hemangini 11 C.L.J. 512 (1910) and Moser v. Marsden L.R. [1892] 1 Ch. 487 where the term jurisdiction is used to denote the authority of the Court to make an order of a particular description.] We must not thus overlook the cardinal position that in order that jurisdiction may be exercised, there must be a case legally before the Court and a hearing as well as a determination. A judgment pronounced by a Court without jurisdiction is void, subject to the well-known reservation that when the jurisdiction of a Court is challenged, the Court is competent to determine the question of jurisdiction, though the result of the enquiry may be that it has no jurisdiction to deal with the matter brought before it : Rashmoni v. Ganada 19 C.W.N. 84: s.c. 20 C.L.J. 213, 217 (1914). Since jurisdiction is the power to hear and determine, it does not depend either upon the regularity of the exercise of that power or upon the correctness of the decision pronounced, for the power to decide necessarily carries with it the power to decide wrongly as well as rightly. * * * When parties are before the Court and present to it a controversy which the Court has authority to decide, a decision not necessarily correct but appropriate to that question is an exercise of judicial power or jurisdiction. So far as the jurisdiction itself is concerned, it is wholly immaterial whether the decision upon the particular question be correct or incorrect. Were it held that a Court had jurisdiction to render only correct decisions, then each time it made an erroneous ruling or decision the Court would be without jurisdiction and the ruling itself void. Such is not the law, and it matters not what may be the particular question presented for adjudication, whether it relates to the jurisdiction of the Court itself or affects substantive rights of the parties litigating, it cannot be held that the ruling or decision itself is without jurisdiction or is beyond the jurisdiction of the Court. Such is not the law, and it matters not what may be the particular question presented for adjudication, whether it relates to the jurisdiction of the Court itself or affects substantive rights of the parties litigating, it cannot be held that the ruling or decision itself is without jurisdiction or is beyond the jurisdiction of the Court. The decision may be erroneous, but it cannot be held to be void for want of jurisdiction. A Court may have the right and power to determine the status of a thing and yet may exercise its authority erroneously; after jurisdiction attaches in any case, all that follows is exercise of jurisdiction, and continuance of jurisdiction is not dependent upon the correctness of the determination. 54. Applying these principles, it seems to me clear that the learned Judge in exercise of the jurisdiction of the Court under the Companies Act did nothing beyond the scope of his powers, and that it is accordingly not permissible to call the correctness of his decisions in question in a separate suit. 55. It follows that the appeal fails on all points and must be dismissed with costs. Derbyshire, C.J. I agree.