Judgment :- 1. This appeal is filed by five persons as creditors of the Associated Banking Corporation of India Ltd. (in liquidation) which will, hereinafter be referred to as the Bank. There is also a reference made by the District Judge of Anjikaimal for directions. 2. The Bank is a public limited company formed, as the name indicates, for the purpose of carrying on the business of banking. Its registered office was and is within the jurisdiction of the Bombay High Court. It had a Branch at Mattancherry in the erstwhile State of Cochin. The Bank commenced business in July 1942 and the Branch at Mattancherry was opened in September 1945. 10 more branches were established at other places. 3. The Bank had a bright beginning. As ill-fate would have it, this initial prosperity was short lived. On 18th March 1947, a creditor of the Bank filed a petition in the High Court of Bombay, I.C. No. 28/1947 for the winding up of the Bank by court and in April 1947 on the application of the petitioner, a provisional liquidator was appointed. The said application appears to have been allowed by the Bombay High Court and the Bank has been ordered to be wound up and the Official Liquidator of the Bombay High Court has been appointed as the liquidator, who is respondent 1 in this appeal. 4. Two of the share-holders of the Bank who were also Directors thereof and who were residing at Mattancherry, filed C.M.P. 165/1122 on 6th May 1947 before the erstwhile Cochin High Court within whose jurisdiction the Branch at Mattancherry was situate for an order for winding up of the Bank as an unregistered company on the ground that there was a heavy run on the Bank since the third week of February 1947, that the Bank paid out of its liquid resources more than a crore of rupees in three weeks and that it had found it impossible to meet further demands for withdrawals. Reference was also made in the petition to the proceedings for winding up the Bank which had been started in the High Court at Bombay. 5. The petition was presented before the vacation judge of the erstwhile Cochin High Court during the summer recess. An interim liquidator was forthwith appointed. Reference was also made in the petition to the proceedings for winding up the Bank which had been started in the High Court at Bombay. 5. The petition was presented before the vacation judge of the erstwhile Cochin High Court during the summer recess. An interim liquidator was forthwith appointed. On 4.3.1123, the prayer for winding up of the Bank was allowed and the Official Liquidator was appointed liquidator of the Bank on 29.2.1124 (15th October 1948). Certain persons alleging themselves to be creditors of the Bank filed two petitions in the High Court of Cochin questioning that court's jurisdiction to entertain the aforesaid petition for winding up of the Bank. The learned judge before whom these applications were argued, referred the matter to a Full Bench for decision. The Canara Bank Ltd., Cochin v. Official Liquidator, Associated Banking Corporation Ltd. (40 Cochin L.R. 193) is the decision of the Full Bench. The Full Bench was of the opinion that the High Court had jurisdiction to entertain the application and pass orders for winding up the Bank as an unregistered company in so far as it related to the Bank's branch at Mattancherry. 6. By order dated 5th Makaram 1124 (18th January 1949) the High Court of Cochin transferred the matter of the liquidation to the District Court of Anjikaimal wherein it was pending when, on 16th March 1949, the Indian Banking Companies Act X of 1949 and on 18th March 1950 when the Indian Banking Companies (Amendment) Act XX of 1950 came into force. 7. In the erstwhile State of Cochin there was Act IV of 1080 regarding companies which was repealed by Proclamation dated 19th Thulam 1097 (4th November 1921) bringing into force the provisions of the Indian Companies Act, VII of 1913, with all amendments thereof up-to date mutatis mutandis. Subsequent amendments to the Indian Companies Act were also brought into force in the Cochin State by a later Proclamation, IV of 1112 dated 13th Meenom 1112 (26th March 1937). This Proclamation brought into force in the Cochin State expressly the amendment of the Indian Companies Act VII of 1913 made by Act XXII of 1936 which made special provisions for Banking Companies by introducing Part X A in the Indian Companies Act. This Proclamation brought into force in the Cochin State expressly the amendment of the Indian Companies Act VII of 1913 made by Act XXII of 1936 which made special provisions for Banking Companies by introducing Part X A in the Indian Companies Act. That was the law applicable in the State when the aforesaid C.M.P. 165 of 1122 was presented before the High Court of Cochin, because though the Cochin Companies Act XI of 1120 had been passed on 28th Makaram 1120 (10th February 1945) S.1(2) thereof provided that "it shall come into force on such date as Government may by notification in the Cochin Government Gazette appoint", which notification was published only on 2nd Makaram 1123 appointing the first of Chingom 1124 (17th August 1949) as the date on which the said Act shall come into force. Under that Act it was the District Court of Anjikaimal within whose jurisdiction the Bank's Branch at Mattancherry was situate that had jurisdiction. Even before Act XI of 1120 came into force, the District Courts in the State had been conferred with jurisdiction in company matters by orders in that behalf passed by the Government under S. 3 of the Indian Companies Act. The High Court of Cochin held in the aforesaid Full Bench case (40 Cochin L.R. 193) that notwithstanding the conferment of power on District Courts, the High Court still retained concurrent jurisdiction. It is not necessary for purposes of this case to canvass the correctness of that conclusion. 8. Respondent 2 who is the Liquidator appointed by the Cochin High Court presented a report in the Court below on 7th March 1950 to the effect that respondent 1, the liquidator appointed by the High Court of Bombay, sent to him a communication dated 28th February 1950, paragraph 2 of which is as follows: "2. Under the new Constitution, the State of Cochin is no longer a foreign State but under S.1 of the Constitution Act read with Part B of Sch.1, it has become a part of the Indian Union and under Arts. 43 to 45 of List 1 to Sch. 7 the incorporation, regulation and winding up of all Trading Corporations are not State subjects but Union subjects. The result is that the Indian Companies Act now applies to the liquidation of all Cochin Branches of Companies registered in Bombay. 43 to 45 of List 1 to Sch. 7 the incorporation, regulation and winding up of all Trading Corporations are not State subjects but Union subjects. The result is that the Indian Companies Act now applies to the liquidation of all Cochin Branches of Companies registered in Bombay. Under S. 3 of the Indian Companies Act it is the High Court within whose jurisdiction the registered office of a company is situated that has jurisdiction to wind it up. The jurisdiction of the Court in Cochin must now cease under the conditions now prevailing as stated above." Respondent 2 was also requested to take proper steps in order that all assets and accounts of the Bank may be handed over to Respondent 1. In the report submitted by Respondent 2, he prayed for the Court's directions upon the requisition made by Respondent 1. 9. By the time the matter came up for consideration by the Court below, the Banking Companies (Amendment) Act XX of 1950 had been passed and arguments were addressed based upon that enactment though no reference was, as none could be, made to it in the communication which led to the report of Respondent 2 or in the report itself because, Act XX of 1950, came into force only on 18th March 1950, that is 11 days after the report was submitted before the Court below by Respondent 2. The learned District Judge notes the fact that the Banking Companies Act, X of 1949, provides in S.1(2) that: "It extends to all the Provinces of India, and also to every acceding State to the extent to which the Dominion Legislature has power to make laws for that State as respects banking." But states that: "As at the time of passing the legislation the Dominion Legislature had no power to make laws for the State, this enactment did not then come into force here." The learned judge does not appear to be correct in this statement as the States of Cochin and Travancore which were acceding States (and which on integration became the Travancore-Cochin State) as also all the acceding States except Hyderabad had presumably surrendered necessary powers to the Central Legislature and thus come within the purview of the Act. (See the report of the Select Committee which added the words "after the Provinces of India" in the clause). (See the report of the Select Committee which added the words "after the Provinces of India" in the clause). This, however, need not be pursued as the Amending Act, XX of 1950 substituted: 1. [2]. It extends to the whole of India except the States of Jammu and Kashmir." for the original S.1(2) which was as quoted above. We need consider in this case only the effect of sub-cl. (2) as thus substituted. 10. Art.1 of the Constitution of India reads as follows: 1. [1]. India, that is Bharat, shall be a Union of States. [2]. The States and the territories thereof shall be the States and their territories specified in Parts A, B and C of Sch.1. [3]. The territory of India shall comprise - [a] the territories of the States; [b] the territories specified in Part D of Sch.1; and [c] such other territories as may be acquired." The State of Travancore-Cochin is one of the States specified in Part B Sch.1 of the Constitution. There cannot be, nor has there been, raised any question as to the applicability of Act XX of 1950 to the State of Travancore-Cochin. Two relevant sections of that Act must be considered. One is S.10 which provides for the insertion of Part IIIA (Ss. 45A to H) in the Banking Companies Act with sub-clauses to some of those sections, and the other is S. 11. S. 45A introduced by S.10 of the Amendment Act XX of 1950, reads as follows: "45. A. In this Part and Part III, 'Court' means the High Court exercising jurisdiction in the place where the registered office of the Banking Company which is being wound up is situated or, in the case of Banking Company incorporated outside India which is being wound up, where its principal place of business is situated and notwithstanding anything to the contrary contained in the Indian Companies Act, 1913 (VII of 1913), or in any notification, order or direction issued thereunder or in any other law for the time being in force, no other Court shall have jurisdiction to entertain any matter relating to or arising out of the winding up of a Banking Company." S.11 provides that: "11. Where any proceeding for the winding up of a Banking Company or any other proceeding, whether civil or criminal which has arisen out of or in the course of such winding up, is pending in any Court immediately before the commencement of this Act, it shall stand transferred on such commencement to the Court which would have had jurisdiction to entertain such proceeding if this Act had been in force on the date on which the proceeding commenced and the Court to which the proceeding stands so transferred shall dispose of the proceeding as if this Act and the amendments made thereby were applicable thereto." S. 45A provides that in the case of a Banking Company that has its registered office in India, the exclusive jurisdiction to consider the mater of its winding up is with the High Court within whose jurisdiction the said registered office is situated notwithstanding anything to the contrary contained in the Indian Companies Act or in any notification, order or direction issued thereunder or in any other law for the time being in force. The expression "entertain" in this section is wide enough to comprise retention as well as reception and the section therefore negatives the jurisdiction of any other Court not merely in respect of fresh matters but also as regards pending matters. Should this position admit of any doubt, the question is set at rest by S.11 which makes this section retro-active so as to apply to all pending proceedings in other Courts which are statutorily transferred to the High Court by providing that "it shall stand transferred". The transfer is automatic and does not stand in need of being implemented or given effect to by any order of Court. The Courts other than the High Court before which proceedings were pending at the time when Act XX of 1950 came into force, that is on 18th March 1950, had thereafter no jurisdiction to deal with those matters or pass any orders thereon. They had merely to do the physical act of arranging for the despatch of the records, assets and whatever other things they had control and custody of in connection with those pending matters to the High Court within whose jurisdiction the registered office of the company was situate. 11. They had merely to do the physical act of arranging for the despatch of the records, assets and whatever other things they had control and custody of in connection with those pending matters to the High Court within whose jurisdiction the registered office of the company was situate. 11. Whether we regard the proceedings in this case as having arisen and pending before the Court below under the Indian Companies Act under which they were started, or under, the Cochin Companies Act which had come into force before 18th March 1950, that Court ceased to have jurisdiction to consider the matter, which jurisdiction by virtue of Act XX of 1950 vested exclusively in the High Court of Bombay as from 18th March 1950. 12. Mr. Abraham, learned Counsel for the appellants felt the force of the provisions contained in the aforesaid sections of Act XX of 1950 and only contended that the Bank in this case is not a Banking Company within the meaning of the Banking Companies Act. He relied upon S. 5, Cl. (1)(c) which reads as follows: "5. [1] [c] 'Banking Company means any company which transacts the business of Banking in any 'State' of India;" He laid stress upon the present tense used in that definition and contended that the proceedings having been started for the liquidation of the Bank even in the year 1947, it was not competent for it to transact the business of banking at the time when the Banking Companies Act X of 1949 came into force that is on 16th March 1949, or at the time when the Amendment Act XX of 1950, came into force, that is on 18th March 1950 and that even if the liquidator had been doing any business it could only have been towards and in aid of winding up. 13. The Bank was formed as a banking company. It functioned as such until the proceedings for its liquidation were started in the High Courts of Bombay and Cochin. Special provisions regarding banking companies were introduced into the Indian Companies Act, VII of 1913, by Act XXII of 1936 by introducing Part XA. 13. The Bank was formed as a banking company. It functioned as such until the proceedings for its liquidation were started in the High Courts of Bombay and Cochin. Special provisions regarding banking companies were introduced into the Indian Companies Act, VII of 1913, by Act XXII of 1936 by introducing Part XA. S. 277F which is the first section thus introduced begins as follows: "277 F. A'banking company' means a company which carries on as its principal business the accepting of deposits of money on current account or otherwise, subject to withdrawal by cheque, draft or order, notwithstanding that it engages in addition in any one or more of the following forms of business, namely: [1] x x x x" The rest of the section is unnecessary for the purpose of the present case. 14. The proceedings with which we are concerned in this case are proceedings for the winding up of a banking company or proceedings which have arisen out of or in the course of such winding up. If the Bank was a Banking Company when and how did it cease to be such? A company continues to exist even after proceedings are started for its liquidation until it is dissolved by the order of Court under S. 194, Indian Companies Act and so long as it exists, it retains its original character. The Court dealing with an application for the winding up of a company is entitled to sanction a scheme for reconstruction which, if done the company would continue to function. In re Calicut Bank Ltd. (A.I.R.1939 Mad. 58) Leach, C.J., said: "There is no reason why the application for winding up should not be considered by the court. In fact it should be considered at the earliest possible moment. Even if an order for winding up is passed, it will not interfere with any proper scheme being considered." The mere fact that proceedings have been started for the liquidation of the company does not, therefore, mean that the company ceased to exist. S.2 of the Banking Companies Act, is to the effect that: "2. The provisions of this Act shall be in addition to, and not, save as hereinafter expressly provided, in derogation of the Indian Companies Act 1913, [VII of 1913], and any other law for the time being in force." S. 162, Cl. (iii), Indian Companies Act, provides that: "162. S.2 of the Banking Companies Act, is to the effect that: "2. The provisions of this Act shall be in addition to, and not, save as hereinafter expressly provided, in derogation of the Indian Companies Act 1913, [VII of 1913], and any other law for the time being in force." S. 162, Cl. (iii), Indian Companies Act, provides that: "162. A company may be wound up by the court: [iii]. If the company does not commence its business within a year from is incorporation, or suspends its business for a whole year." Suspension of business for a year would thus be itself a ground for the winding up of the company. S. 38 of the Banking Companies Act, which provides for the winding up of a Banking Company by Court "if it is unable to pay its debts" or "if the Reserve Bank applies in this behalf to the Court" is enacted "without prejudice to the provisions contained in S. 162 or S. 271 of the Indian Companies Act VII of 1913". A banking company could therefore, be wound up by an order of Court under S. 38, Banking Companies Act, or under S. 162 of the Indian Companies Act, (See A.I.R. 1951 Born. 274). If by suspending business, a banking company would cease to be a banking company S. 162(3) of the Indian Companies Act would cease to be applicable and such a company could not be wound up under that section, whose operation however is expressly saved by S. 38, Banking Companies Act. Mr. Abraham's contention is thus opposed to the aforesaid express statutory provisions. 15. A reference to S.1(3), Indian Companies Act, which reads that "it extends to the whole of India except Part B States" as also to S. 277F, and to S. 5(1)(c), Banking Companies Act, which have already been read, will indicate that the point stressed in the definition of a banking company contained in S. 5(1)(c) is the place of business, that is, any State in India and not the time at which the business should be transacted, the adjectival clause being meant to connote its function generally and not the exercise thereof. 16. Unlike the law of companies in general which aims at the protection of stock-holder the law of banking companies is meant to safeguard the interests of depositors. 16. Unlike the law of companies in general which aims at the protection of stock-holder the law of banking companies is meant to safeguard the interests of depositors. All the provisions of the Banking Companies Act are aimed at achieving this object, particularly the provisions in the matter of liquidation. If a banking company can escape the operation of the provisions of the Banking Companies Act by cessation of business, the Act can easily be rendered nugatory. While the construction of the definition of a term in a statute should be such as not to be repugnant to the context, it must equally be such as would aid the achievement of the purpose that is sought to be served by the Act. A construction that would defeat or enable the defeating of the purpose of the Act should never be accepted. 17. In order that a company may be a banking company under S. 5(1)(c), it is not necessary that at a particular point of time it should be in a position to transact its business. The definition contained in S. 5(1)(c) can only mean that transacting the business of banking should be its business and not that that business should have been transacted at any particular point of time. 18. A company comes into existence on its formation, i.e., on its registration under the Indian Companies Act. It then gets its character, whether as an investment company, insurance company or other, which depends upon and has to be determined by reference to the memorandum of association. It retains that character until it is changed by alteration of the memorandum, by amalgamation or otherwise as provided by the Act, and it exists until it is dissolved under S. 194 or struck off the register under S. 247, Indian Companies Act; which is subject to restoration by order of Court. Neglect to start business after obtaining a certificate for commencement of business, or default in continuing the business started and conducted, if continued for one year, would furnish a ground for an application for winding up under S. 162(iii). Cessation of business irrespective of its period would justify the Registrar of Joint Stock Companies in taking steps to strike the name of the company off the register under S. 247. Cessation of business irrespective of its period would justify the Registrar of Joint Stock Companies in taking steps to strike the name of the company off the register under S. 247. The Company would not cease to be, or cease to be of the denomination that it was on its formation, by neglect to start, or default in continuing to carry on, the business for which it was formed. 19. Take the case of a company formed solely for the purpose of carrying on the business of banking. On satisfaction of the conditions in that behalf, the certificate for commencement of business is issued. No business, however is started for one year. How is the company to be wound up? Surely as a banking company. The same would be the position, if such a company, after starting business and carrying it on for some time, ceases so to carry on for one year. Its winding up under S.162(iii) must be as a banking company. 20. It is not necessary to multiply instances. It is sufficient to say that a company must be regarded and dealt with as one of its type notwithstanding stoppage of its business at any given time. Otherwise, the same company, would today be a banking company, tomorrow not, again a banking company the day after and so on, according as it does or does not transact the business of banking. Obviously such a position is unthinkable and absurd. 21. Suppose a petition for winding up is presented a day after the company stops its business. According to the contention of Mr. Abraham, it could not be wound up by the order of Court as a banking company. This would be the result if the contention is accepted which would be quite unwarranted. Notwithstanding the fact that a banking company may not be transacting the business of banking at a particular point of time on account of a supervening cause, it will not cease to be a banking company within the meaning of the definition contained in S. 5(1)(c). Mallick, C.J., observed as follows in The Jwala Bank Ltd. v. Shitla Parshad Singh (A.I.R. (37) 1950 All. 309 = (1950) 5 D.L.R. All. 192): "5. Mallick, C.J., observed as follows in The Jwala Bank Ltd. v. Shitla Parshad Singh (A.I.R. (37) 1950 All. 309 = (1950) 5 D.L.R. All. 192): "5. The definition of a banking company in the Banking Companies Act does not mean that the company must, at the time in question, be able to accept deposits of money from the public repayable on demand or on such terms on which the money might have been deposited. It must mean that banking should be the primary business of the company even if, by reason of certain supervening causes, it is not able for the time being to carry on the work of receiving deposits and of making payments. The learned Company Judge has pointed out that in some cases, if the contention of learned Counsel is accepted, certain absurd results would follow. It is not necessary for us to multiply instances, but there can be many such other reasons given for holding that a banking company does not cease to be a banking company merely because, by reason of certain supervening causes, it is not able to receive fresh deposits for the time being." No other view appears to be possible. The contention urged by Mr. Abraham on behalf of the appellants-creditors which is also the contention raised on behalf of Respondent 2 cannot, therefore be upheld. No case of an alteration of the memorandum or amalgamation or reconstruction is alleged. 22. The question as to whether a company was carrying on business at a particular time might arise in a case for instance, where certain profits of the company are sought to be taxed, as happened in Commissioner of Income-tax, Bengal v. Shaw Wallace and Company (59 Cal. 1343 (P.C.). The question that arose there was whether a certain profit that was made by the Liquidator by disposing of part of the assets of the company at a profit would be taxable income and it was held that it was not as the fund in question represented the result of an appreciation of the assets of the company and was not due to any business done by the Company (See also O. Rm. Om. Rm. Pl. Muthukaruppan Chettiar v. Commissioner of Income-tax, Madras (A.I.R.1944 Mad. 58)). 23. Om. Rm. Pl. Muthukaruppan Chettiar v. Commissioner of Income-tax, Madras (A.I.R.1944 Mad. 58)). 23. In this view the ground on which Respondent 1 wanted Respondent 2 to deliver to him the assets and the papers in connection with the Bank as shown in Para 2 of his communication above extracted, does not fall to be decided in this case. At the time that the application C.M.P. 165 of 1122 was filed for the winding up of the Bank, the State of Cochin was an independent State and could start proceedings for the winding up of the Bank as unregistered company under Part 9 of the Indian Companies Act. The pendency of proceedings in the Bombay High Court for winding up of the Bank would not be an obstacle either to the commencement or to the continuance of the proceedings for winding up in the Cochin Court. The proceedings in the Cochin Court would be ancillary to those in the Bombay Court unless it be the case that notwithstanding the existence of the registered office at Bombay it could be said that the domicile of the Bank is in the Cochin State as "the domicile of a Corporation is in fact the place where the brain which controls the operation of the company is situate". (Foote on Private International Law, Edn. 5, P. 178). Such a contention is however not raised here as was done successfully before the Madras High Court in connection with the Travancore National and Quilon Bank, Ltd. whose registered office was at Quilon but whose main business was at Madras: See In re: Travancore National & Quilon Bank Ltd. (A.I.R.1939 Mad. 318) where the question is elaborately dealt with. 24. On and from 26th January 1950 the States of Bombay and Cochin became dependent States both having become part of the territory of India to which the Constitution of India relates. The question that would have arisen had Respondent 1 sought his relief before the date of the Constitution of India, which would be a question of international law, does not arise after the Constitution. The question that would have arisen had Respondent 1 sought his relief before the date of the Constitution of India, which would be a question of international law, does not arise after the Constitution. Even the question what might have arisen had the matter come up for consideration before 18th March 1950 when the Banking Companies Act came into force, does not fall to be decided now because the rights of parties stand regulated by the Banking Companies Act X of 1949 and the Banking Companies (Amendment) Act XX of 1950. 25. It was not contended before us that the appeal is not maintainable. The order passed by the Court below does not appear to be a final order regulating the rights of parties so as to render it appealable. To the question from the Court as to how the appellants are interested in this matter, the answer was that the appellants stand to get a larger dividend if liquidation is confined to the assets and liabilities of the Bank within the Cochin State. It is just this inequality that is sought to be prevented by legislation. S. 45B, Banking Companies Act provides for the proof of all claims against a banking company whether arising from out of transactions at the registered office or at any of its various branches. The Act contemplates a single and all comprehensive proceeding in winding up and distribution of the assets equitably among the various claimants thereto. Even if the matter had arisen before the Constitution of India was enacted, under the comity of nations, it would have been a proper thing to direct a pooling of the resources in all the various places and an equitable distribution between all the claimants. If, however, the appellants are entitled to any special treatment, they would be free to urge their claims before the High Court at Bombay which, as already stated is the only Court having jurisdiction to deal with the matter. 26. The appeal should, therefore, be dismissed with costs of Respondent 1. 27. The District Judge of Anjikaimal will transmit all the records and assets in connection with Company M.P. I of 1124 to the High Court at Bombay, to be dealt with by that Court. 26. The appeal should, therefore, be dismissed with costs of Respondent 1. 27. The District Judge of Anjikaimal will transmit all the records and assets in connection with Company M.P. I of 1124 to the High Court at Bombay, to be dealt with by that Court. Respondent 2 will take orders from the Bombay High Court as regards whatever he has done hitherto and in respect of whatever he may have to do hereafter. Dismissed.