JUDGMENT : ( 1. ) THIS is an appeal under Section 483 of the Indian Companies Act, 1956, read with clause 10 of the Letters Patent against the orders dated 27-2-1985 and 21-3-1985 passed in Company Petition No. 1/1948 by the learned Company Judge approving the constitution of new Board of Directors of the Company. ( 2. ) THE appellant No. 1 is a Public Limited Company having registered office at 82/2-A Bidhan Sarani, Calcutta-700 004. Its authorised share capital is of Rupees 1 lac divided into 10,000 equity shares of Rs. 10/- each. The share capital has been increased from time to time and now it stands at Rs. 1,43,000/- The Company was incorporated in the year 1978. The objects for which the Company is established are : "subject to the law in force in the country, to carry on the business of investment in all its branches and departments including borrowing, raising or taking up money, the lending or advancing money, securities or properties, the discounting, buying, selling and dealing in bills of exchange, bundles, promissory notes, coupons, drafts, bills of lading warrants and securities, whether transferable or not, the granting, issuing and dealing in letters of credit and circular notes, bonds, obligations, securities and similar other instruments of all kinds, the negotiating of loans and advances, the receiving of money and valuables deposit or for sale, custody or otherwise either with or without interest, the collecting and transmitting money and securities and other valuables, the managing of properties and transacting all kinds of agency business commonly transacted by finance companies subject to the provisions of the Act, (ii) To introduce amongst the masses the habit of thrift by the issue of small savings scheme which do not amount to business of banking. (B) The object incidental or ancillary to the attainment of the main objects of the Company. ( 3. ) RESPONDENT No. 1 Madhusudan Ghosh was coopted by tile Company as one of its Directors on 10-8-1983 and he continued to be so up to 31-12-1983. He then filed the company petition No. 1/84 on 9-1-1984 in this Court under Sections 397 and 398 of the companies Act saying that he is a registered member holding paid up shares bearing nos. 3801 to 4300 and other shares mentioned in Annexure-B of the value of Rs. He then filed the company petition No. 1/84 on 9-1-1984 in this Court under Sections 397 and 398 of the companies Act saying that he is a registered member holding paid up shares bearing nos. 3801 to 4300 and other shares mentioned in Annexure-B of the value of Rs. 17,000/-which is more than 1/10 of the total paid up shares of the Company. The respondent No. 1 alleged that during the course of his short period of Directorship while remaining in calcutta, he happened to detect serious irregularities in the working of the affairs of the company by appellants 2 and 3 Bhudev Chandra Sen and Smt. Shila Sen, and respondent No. 2 Pabitra Mukherjee who is Development Manager. Having detected that the affairs of the Company were being conducted in a manner highly prejudicial to the public interest and oppressive to the respondent No. 1 and other members as also to the interest of the subscribers, he along with other two Directors R. K. Nath and R. N. Indu, respondents 3 and 4 sought certain information about the serious irregularities. It is said that in reply to the query the appellant No. 2 made a clean breast of the irregularities and admitted that he and his wife were wholly responsible for the same and promised to explain the various points raised in the letter. But since nothing was done and finding no other alternative to secure the interest of the Company, the respondent no. 1 and two other Directors of the Company lodged a report against the appellants 2 and 3 but police failed to take any action and, therefore, a complaint under Section 409 read with section 120 A and B of Indian Penal Code was filed in the Court of Additional metropolitan Magistrate, Calcutta. The Court was pleased to register the offence on the complaint of the appellant No. 2 who was arrested in execution of the warrant of arrest issued by the Court and he remained in judicial custody for about 7 days and released on bail thereafter. The appellant No. 3 however remained at large and was released on bail by the Court. The case is still pending. The Company has three zonal offices including one at Jabalpur situated at 7/5 Civic Centre, Marhatal, Jabalpur. The appellant No. 3 however remained at large and was released on bail by the Court. The case is still pending. The Company has three zonal offices including one at Jabalpur situated at 7/5 Civic Centre, Marhatal, Jabalpur. The turnover of the business transacted by this principal zonal office at Jabalpur comes to rupees 1 crore per annum out of which 40 lacs per annum is the net savings given by this zonal office to the company. Huge amount, to the tune of rupees two crores approximately, transferred by the Jabalpur zonal office to the Company is apprehended to be mishandled particularly by the appellants 2 and 3 and respondent No. 2. The petition was listed before the learned Company Judge on 13-1-1964 when the petitioner sought time to make amendment in the petition. The case was then listed on 17-1-1984 and the application for amendment was allowed incorporating various acts of. oppression and mismanagement by the appellants 2 and 3 i. e. (a) Not filing annual mandatory returns with the Registrar after 1980 onwards. In fact, in the prescribed audit of 1980 the auditor discovered a very big sum of rupees 60 lacs unaccounted for, (b) The registered office of the Company is locked since June 1983, (c) personal withdrawal of rupees 1 crore 65 lacs not accounted for in the records of the Company and (d) a great number of cheques issued by the Company were dishonoured by the concerned banks and (e) diverting the funds of the Company to the allied concerns of the appellants 2 and 3 and their friends and relations, etc. etc. ( 4. ) ON 17-1-1984 the Court directed issue of notices to the present appellants and the respondent No. 2 including that on the application for interim orders. On 27-2-1984 appearance was made on behalf of the appellants but none appeared for the respondent no. 2. On 1-3-1984 it was directed that no money which is in deposit in the Companys account in Maharashtra Bank, Wright Town branch at Jabalpur, shall be either transferred from that account from Jabalpur to any other place or withdrawn by any other person operating that account without the prior permission of the Court. On 7-3-1984 appellant 7 opposed stay application. On 14-3-1984 an application under Section 405 of the Act was filed by the respondents 3 and 4 for being joined as parties which was allowed. On 7-3-1984 appellant 7 opposed stay application. On 14-3-1984 an application under Section 405 of the Act was filed by the respondents 3 and 4 for being joined as parties which was allowed. The respondent No. 1 was further permitted to amend the petition. On 27-3-1984 the parties informed the learned Company Judge that as a result of the compromise arrived at between the parties, the respondent No. 1 wants to withdraw the petition with the leave of the Court under Rule 88 (2) of the Company Code Rules, 1959. On 30-4-1984 the local counsel who was appearing on behalf of the appellants withdrew from the case. On 22-6-1984 the Court permitted respondent No. 6 Sanchayini depositors, Association through its Secretary to be joined as party. On 20-7-1984 one share-holder Smt. Pranoti Kar Roy was joined as a party who is respondent No. 5. On that day the Court permitted to convert current account deposits to the Company into fixed deposit in the Maharashtra Bank at Jabalpur. On 3-9-1984 the Court dismissed the application for withdrawal of the main petition as that application was not pressed by the respondent No. 1. On 21-9-1984 a prayer was made to restrain the respondents 3 and 4 from functioning as Directors of the Company. The Court noticed that respondent no. 3 has already resigned as Director and the respondent No. 4 was restrained from functioning as a Director since it appeared that the shares alleged to have been purchased by him have not yet been paid for. On 12-10-1984 the appellants took time to file their return. ( 5. ) RETURN was filed on 9-11-1984 by the appellants denying each and every allegations of the respondent No. 1 in the petition and contending (a) the respondent no. 1 has no locus standi and no legal character to file the petition. The respondent No. 1 was called upon to produce evidence as to whether he is a registered member enabling him to file the petition. There was theft of blank share certificates and a report was lodged with the police on 1-4-1982. (b) The petition is an abuse of the process of the court, (c) The respondent No. 1 is guilty of suppression of material facts and (d) the said petition is incompetent and not maintainable in law. There was theft of blank share certificates and a report was lodged with the police on 1-4-1982. (b) The petition is an abuse of the process of the court, (c) The respondent No. 1 is guilty of suppression of material facts and (d) the said petition is incompetent and not maintainable in law. It was also alleged that the respondent No. 1 was also a Director and he is equally responsible in case there are any misfeasance, mismanagement and oppression while holding the office Of the Director. A complaint was lodged by the Bureau of Investigation, Department of Finance, Govt. of West Bengal, and the respondent No. 1 was also arrested and kept in police custody for 7 days. The appellants 2 and 3 have not been charge-sheeted by the learned magistrate so far. Sometime in the year 1983, the respondent No. 1 with some of his men who appeared to be questionable characters unlawfully and illegally made the appellant no. 2 under pressure and by terrorising to sign upon certain demands relating to jabalpur office though he had empowered the respondent No. 1 to have and hold certain duties and responsibilities of the Company purely on temporary basis which was recomputed and affirmed by resolution of the Board of Directors dated 10-9-1983. It is denied that there is any oppression and mismanagement by these appellants. It is a sound company and employs a large number of workers throughout India. The petition has been filed by the respondent No. 1 with ulterior motive and by suppressing material facts with a view to harass the appellants in carrying out their day to day duties towards the company and the action of the respondent No. 1 is highly injurious to the company. ( 6. ) ON 12-12-1984 the counsel for the parties informed the Court that a suitable person be appointed by the Court for calling and supervising the meeting of the share-holders for the purpose of reconstituting the entire Board of Directors and till this is done the management of the Company be carried under the supervision of that person. ( 6. ) ON 12-12-1984 the counsel for the parties informed the Court that a suitable person be appointed by the Court for calling and supervising the meeting of the share-holders for the purpose of reconstituting the entire Board of Directors and till this is done the management of the Company be carried under the supervision of that person. The learned Judge by his order dated 13-12-1984 (i) appointed Shri Justice K. N. Pandey, a retired Judge of this Court to function as Chairman of the Board of Directors of the company comprising of appellants 2 and 3 and respondents 1 and 4 as Directors, (ii) the chairman shall call a general meeting of the share-holders before end of March 1985 and preside over that meeting for the purpose of electing and reconstituting a new board of Directors at a place and date to be fixed by him, (iii) the management of the company shall be carried on in the mean time by the Board of Directors as mentioned above and the opinion of the Chairman will be decisive in case of any difference of opinion amongst the Directors and (iv) the expenses incurred by the Chairman in addition to an amount of Rs. 10,000/- towards his remuneration shall be paid to him by the Jabalpur branch of the Company. The total remuneration to be paid to the chairman will be decided later on. In view of the above arrangement, the respondent no. 1 withdrew his applications dated 10-10-1984 and 12-11-1984 and the appellants withdraw, the application dated 27/30-11-1984. Shri Justice Pandey called a meeting and issued notices to the share-holders regarding the extraordinary annual general meeting to be held on 29-1-1985 in the zonal office at Jabalpur. The appellant No. 2 informed the chairman on 12-1-1985 that only genuine share-holders be noticed and should be allowed to participate in the meeting having specified qualifications of voting right. He also requested that for ascertaining the names of the share-holders of the company, the record with the Registrar of Companies, Calcutta, be perused. The Chairman assured to keep all his requests in mind. Since there was an injunction order granted in favour of smt. Krishna Maitra Choudhary by a Calcutta Court, the appellants 2 and 3 did not attend the meeting on 29-1-1985 but a copy of the injunction order was brought to the notice of the Chairman. The Chairman assured to keep all his requests in mind. Since there was an injunction order granted in favour of smt. Krishna Maitra Choudhary by a Calcutta Court, the appellants 2 and 3 did not attend the meeting on 29-1-1985 but a copy of the injunction order was brought to the notice of the Chairman. In spite of that, meeting was held and the Chairman held election of new Board of Directors. In that meeting, following Board of Directors were elected : (i) Respondent No. 1, (ii) Smt. Gauri Bhaumik and (iii) Smt. Asha Sethi. The matter came up before the Court on 27-2-1985 and the appointed Chairman was directed to submit his report regarding uptodate position with regard to the development in the Company since he assumed the function together with the outcome of the extraordinary general meeting of the share-holders held on 29-1-1985. In the meantime, Shri Justice Pandey was to continue as Chairman of the Board of Directors. On 12-3-1985 the Court considered the report of the Chairman dated 11-3-1985 and also an application moved by the appellants under Section 10 of the Companies Act questioning the jurisdiction of the learned Company Judge to hear the petition as the calcutta High Court alone had the jurisdiction to entertain the petition, registered office being at Calcutta which is an admitted fact. The case was adjourned for further orders on 5-4-1985. In the meantime, the respondent No. 1 filed another application for passing fresh order in view of the report of the Chairman dated 11-3-1985. On 21-3-1985 the learned Company Judge observed that there is now no controversy that the extraordinary general meeting of the share-holders held on 29-1-1985 convened by the chairman have unanimously elected new Board of Directors : respondent No. 1, Smt. Gauri Bhaumik and Smt. Asha Sethi, and the appellants 2 and 3 were not even proposed for election as Directors and they were absent. The respondent No. 4 was present and was a party to the unanimous resolution passed therein. Therefore, the Court directed that Shri Justice Pandey will continue as Chairman of the newly elected Board of directors and the earlier Directors i. e. appellants 2 and 3 and respondent No. 4 ceased to be the Directors. The respondent No. 4 was present and was a party to the unanimous resolution passed therein. Therefore, the Court directed that Shri Justice Pandey will continue as Chairman of the newly elected Board of directors and the earlier Directors i. e. appellants 2 and 3 and respondent No. 4 ceased to be the Directors. Against these orders dated 27-2-1985 and 21-3-1985 this company appeal No. 2/85 has been preferred by the appellants while respondent No. 4 has preferred company appeal No. 3/85 on similar grounds mainly questioning the jurisdiction of this Court in entertaining the company petition No. 1/84. The appeal was admitted by this Court on 29-3-1985 and it was directed that the operation of the orders dated 27-2-1985 and 21-3-1985 of the learned company Judge shall remain suspended until further orders. ( 7. ) ON 12-4-1985 this Court affirmed the adinterim stay granted on 29-3-1985 and also rejected the application of the respondent No. 1 for vacating stay. It was further clarified that the order dated 13-12-1984 shall continue to remain in force until disposal of the appeal and the management of the company has to function under the supervision of the Chairman appointed by the learned company Judge. It was also directed that the appeal be marked for early hearing. The appellants then filed an application on 26-4-1985 for modification of the stay order passed earlier and to permit the statutory Chairman appointed by the Company in the meeting of the Board of directors on 10-9-1983, complete the arrears of accounts and audit and the respondent no. 1 be restrained from acting as a Director. This application was withdrawn by the appellants on 304-1985. The appeal was listed on 19-6-1985 and the Court considered la. No. 11/85 which was an application moved by the respondent No. 1 to declare the chairman appointed by the Court to be the sole incharge and administrator of the company and to suspend the rights and functioning of all its Directors during pendency of the appeal, and also I. A. No. 12/85 for taking action under the Contempt of Courts act against appellants 2 and 3 and two others for openly contravening the orders of this court and it was alleged that appellant No. 2, one Manoj Rai and their counsel Shri B. N. Roy had raided the Malegaon office of the company and forcibly removed valuable and other documents. On that day the respondent No. 5 also made a grievance that the appellants 2 and 3 are committing irregularities and writing letters although they are supposed to function under the Chairman appointed by the Court. The appellants were given a weeks time to file reply and in the meanwhile it was directed that these two appellants shall cease to function as Directors during this period. ( 8. ) WHEN the case was listed on 29-6-1985 Shri B. N. Roy, senior counsel from calcutta appearing for the appellants, mentioned that due to certain incident on the evening of a day before, he could not prepare the replies though he has filed an application LA. No. 9727/85 earlier on that day praying for staying of all interim orders and maintenance of status-quo-ante till the disposal of the appeal. The case was taken up and arguments were heard on LA. No. 11/85 on 1st and 2nd July 1985. At the time of hearing, the learned counsel for the respondent No. 1 raised an objection that Shri B. N. Roy cannot appear for the appellants as notice of contempt has been issued against him in I. A. No. 12/85. On 3-7-1985 this Court directed that the ad-interim stay granted on 12-4-1985 shall continue till the disposal of the appeal and that the appeal be listed for final hearing on 29-7-1985 as the appellants had undertaken to prepare private paper books and the case has already been expedited by the Court. Regarding LA. 12/85, it was directed to be registered separately as Miscellaneous Civil Case and notices be issued to the appellants 2 and 3 to show cause against the application which meant that no notice be issued to Shri B. N. Roy though he was named in LA. No. 12/85. Subsequently, the counsel for the respondents pointed out omission in the above order about non-mention of the order dated 19-6-1985 and so it was clarified that the ad-interim order passed on 12-4-1985 and 19-64985 shaft continue till the disposal of the appeal. On 9-7-1985 this court directed the appellants to prepare paper book by including only those documents as per list submitted by the appellants which included many documents from the list of the respondents. The order dated 3-7-1985 was further clarified by stating that the order dated 12-4-1985 as modified by order dated 19-6-1985 should continue till the disposal of the appeal. The order dated 3-7-1985 was further clarified by stating that the order dated 12-4-1985 as modified by order dated 19-6-1985 should continue till the disposal of the appeal. On 26-7-1985 the respondent No. 1 moved an application for staying proceedings in the appeal saying that he has moved two special leave petitions, one being S. L. P. (Civil) No. 9459 which was to come for hearing before the Supreme Court, a copy of that petition was enclosed but not the copy of the other petition. That was a petition challenging the order dated 3-7-1985 directing issue of notices to appellants 2 and 3 on the contempt application I. A. No. 12/85 although earlier another Division bench had directed issue of notices to all the non-applicants. On 29-7-1985 this appeal was listed for hearing along with the connected matters and the appellants were represented by Shri A. N. Parekh, senior counsel from Delhi and Shri B. N. Roy, senior counsel from Calcutta. On their request, the case was taken up immediately after the motion work. When the appeal was taken up, Shri Ranjan Banerjee for the respondent no. 4 sought an adjournment saying that he has no notice of this appeal although he is appearing for respondent No. 4 in Company Appeal No. 3/85 in which respondent No. 4 is the appellant. We directed him to take notice and a copy of the paper book was furnished to him. After the arguments commenced, the learned counsel for respondent no. 1 Shri K. P. Munshi objected that since he got the paper book only on that day and the paper books have not yet been compared and verified by the office so the appeal should be adjourned. We dispensed with the requirement of comparison and verification since the original record was in the court and directed the Counsel to point out if there is any mistake in the paper books. In view of the fact that paper books were delivered only on that day, we permitted the parties to confine their arguments regarding jurisdiction of this Court to entertain Company Petition No. 1/841 We directed that argument on merits will also be heard from the next day. On 30-7-1985 argument on the question of jurisdiction alone was concluded as the learned counsel for respondent No. 1 objected to hearing the arguments on the merits of the appeal. On 30-7-1985 argument on the question of jurisdiction alone was concluded as the learned counsel for respondent No. 1 objected to hearing the arguments on the merits of the appeal. This court also rejected the application for stay moved by respondent No. 1, since special leave petition has already been dismissed by the Supreme Court. The parties were directed to maintain status-quo as it existed on that day. ( 9. ) SO the only question now to be considered is whether this Court had the jurisdiction to entertain Company Petition No. 1/84. We are not called upon to go into the merits of the impugned orders. The learned counsel for the appellants contended that (i) in view of section 10 of the Companies Act the Calcutta High Court alone has the jurisdiction to entertain such a petition under Sections 397 and 398 of the Act since the registered office of the Company is at Calcutta. Simply because there are a large number of depositors from this place will not give jurisdiction to this Court to entertain such a petition. No amount of consent by the parties can invoke jurisdiction in this court. (ii) The petition is lacking in material particulars and it does not fulfil the two conditions which must co-exist for entertaining such a petition under Sections 397 and 398 as required under sub-section 2 of the Section 397 i. e. (a) the Companys affairs are being conducted in a manner prejudiial to public interest or in a manner oppressive to any member or members and (b) winding up of the Company would unfairly prejudice such member or members, but that otherwise the facts would justify the making of a winding up order on the ground that it was just and equitable that the company should be wound up. There is no plea regarding clause (b ). (iii) The respondent No. 1 is not shown as a share-holder in the register of shares maintained in the office of the Registrar at Calcutta and besides he does not hold l/10th of total shares as required under Section 399 and the averments to this effect in the petition are false to the knowledge of the respondent No. 1. This has been disputed by the appellants in their counter-affidavit. This has been disputed by the appellants in their counter-affidavit. The learned counsel for the respondent No. 1 on the other hand contended that the learned Single Judge did not lack inherent jurisdiction to entertain the Company petition No. 1/84 though he may not have territorial jurisdiction to entertain an application under Sections 397 and 398 of the Act but since the appellants by their acts of waiver, acquiesence and submission have already submitted to the jurisdiction of the learned Single Judge, now they cannot be permitted to question his jurisdiction to try the petition in view of Section 21 of Code of Civil Procedure. This question has been raised before the learned Single Judge and it is for him to give his decision on that application and consideration of that question by this Court is premature. This Court should not also deprive the learned Single Judge from deciding that question otherwise the parties will lose their right of appeal to this Court. Since there is a contempt notice issued against appellants 2 and 3 till they make amends or they are absolved or the rules were discarged, they cannot be heard in this appeal. Besides they have no authority to prefer this appeal as there was no sanction from the newly constituted Board of directors of the Company to file such an appeal. The objection regarding jurisdiction was raised by the appellants by separate application I. A. No. 9/35 in his appeal which has since been withdrawn. Out of the 3 newly elected Directors, two of them i. e. Smt. Gauri Bhaumik and Smt. Asha Sethi are necessary parties to this appeal and without notice to them, this appeal cannot be heard. In reply, the learned counsel for the appellants contended that the respondent No. 1 has no locus standi to pursue the company petition. He even does not hold 10 per cent of shares. The claim in this regard made by him is disputed by the appellants and till that dispute is settled, the petition could not have been heard. The Chairman appointed by the Court has not even given valid notices to all the share-holders and the meeting held on 29-1-1985 is invalid and so also the election of the new Directors. There is no mandatory notice of 21 clear days as required under Section 173 for holding extraordinary general meeting. The respondent no. The Chairman appointed by the Court has not even given valid notices to all the share-holders and the meeting held on 29-1-1985 is invalid and so also the election of the new Directors. There is no mandatory notice of 21 clear days as required under Section 173 for holding extraordinary general meeting. The respondent no. 1s case is based on forged and fabricated documents. No purpose will be served by prolonging the litigation here at Jabalpur. ( 10. ) IT is true that the objection raised by these appellants before the learned company Judge regarding jurisdiction to entertain the petition under Section 10 of the act is still pending for decision because in the meanwhile these appeals were Sled arid certain interlocutory orders were stayed on 29-3-1965 i. e. before the next date of hearing and, as such, the objection remained undecided, so the application could not be disposed of for the reasons mentioned hereafter we do not think it will be proper to further prolong the litigation. In fact, the two opposite senior counsel who are appearing for the appellants have expressed difficulty in their further appearance in this Court in this petition. For this purpose reference may be made to the affidavit filed on 29-6-1985 by Shri B. N. Roy, senior counsel of Calcutta wherein he has alleged as follows :- "that on 28-6-1985, the matter was listed before your Lordships, for hearing. As the appellants had also filed an application on this day praying for certain interim relief, it was ordered that all the applications shall be considered on 29-6-1985 i. e. today, that after attending the court on 28-6-1985 I returned to my hotel room at about 4. 30 P. M. While I was changing my dress the door of my room was knocked. I opened the door and found that three persons were standing there. As soon as I opened the room they forcibly entered in my room and asked me if I am B. N. Roy. On my answering in the affirmative, they started using most abusive language and ordered me to leave the Hotel and jabalpur immediately. That they further asked me as to how I dare to appear against Respondent No. . 1 Madhusudan Ghosh. One of them, in the meanwhile, whipped a knife at me and caught hold of my one arm and started twisting it. That they further asked me as to how I dare to appear against Respondent No. . 1 Madhusudan Ghosh. One of them, in the meanwhile, whipped a knife at me and caught hold of my one arm and started twisting it. I tried to use the phone so as to inform the Hotel Management. He threw the phone and the receiver went down. I started shouting for help. That two other accomplices were standing at the door so that no one could get in or i could go out of the room. In the meanwhile, on hearing my shout for help a waiter came but seeing the tense situation did not do anything. That on seeing the waiter and because of my shout for help, they ran away on scooter. The scooter number is with the hotel authorities and the police. Soon after the incident I informed all my colleagues and friends at Jabalpur on phone. That I lodged F. I. R. at about 6 P. M. with police station Civil Lines, Jabalpur. They came and started investigation. They have also recorded evidence of some persons. 1 have now been given police protection and am moving under guards. " He also expressed that the appeals be heard on merits itself at an early date and that it would no longer be safe for him to stay at Jabalpur for a longer period. Though there is a counter-affidavit by respondent No. 1 Madhusudan Ghosh but for want of knowledge he denied the statement made by Shri Roy but he denies that any of the intruders had taken his name. He also doubts the veracity of the story because according to him Mr. Roy is in the habit of concocting such stories in the past when he got one false complaint lodged against him at Calcutta by the appellant No. 2. However, he submits that if the number of the scooter which the police authorities mean to refer to the number of the scooter belonging to him, it is totally false and fictitious story because his scooter was lying out of repairs in the garage. According to him, Mr. Roy wanted him to withdraw the contempt application moved by him and on his refusal he has made up this story. By using his influence Shri Roy now wants to persecute the respondent No. 1. According to him, Mr. Roy wanted him to withdraw the contempt application moved by him and on his refusal he has made up this story. By using his influence Shri Roy now wants to persecute the respondent No. 1. We have no reason for not accepting the statement of a senior counsel like Shri Roy. Moreover, his statement finds corroboration from the statement made at the Bar at the conclusion of the arguments by Shri A. N. Parekh, another senior counsel, who appeared and argues on behalf of the appellants that he during his stay here also received threatening telephone calls to leave Jabalpur immediately and not to appear on behalf of the appellants otherwise there will be dire consequences. It may be mentioned that Shri roy with the help of his local colleagues here took the help of the police and he had to be provided with armed guard during his stay here. Mr. Parekh told us that he had to make his own arrangement for safety while staying here. Therefore, we do not think it proper to keep the matter pending any further by remanding the case back to the learned Company Judge. The incident is shocking and cannot be allowed to be relented. ( 11. ) SECTION 2 (11) defines "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 that matter relating to that company, as provided in Section 10. (1) The Court having jurisdiction under this Act shall be - (a) the High Court having jurisdiction in relation to the place at which the registered office of the company concerned in 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 (2); and (b) where jurisdiction has been so conferred, the District Court in regard to matters failing within the scope of the jurisdiction conferred, in respect of companies having their registered offices in the district. (2) The Central Government may, by notification in the Official Gazette and subject to such restrictions, limitations and conditions as it thinks fit empower any District Court to exercise all or any of the jurisdiction conferred by this act upon the Court, not being the jurisdiction conferred - (a) in respect of companies generally, by sections 237,391,394,395 and397 to 407 both inclusive; (b) in respect of companies with a paid up share capital of not less than one lakh of rupees by Part VII (sections 425 to 560) and the other provisions of this act relating to the winding up of companies. (3) For the purposes of jurisdiction to wind-up companies, the expression registered office means the place which has longest been the registered office of the company during six months immediately preceding the presentation of the petition for winding-up. Therefore, under this Section the High Court alone has power as regards all companies in respect of matters covered by Sections 237,391,394,395 and 397 to 407 but all the High Courts have not been given concurrent jurisdiction. It is only that High court where the registered office of the company is located and that alone can hear such matters. Admittedly, the registered office of the appellant No. 1 company is at 82/2- A Bidhan Sarani, Calcutta, as per para 1 of the company petition No. 1/84. Clause 2 of Articles of Association appended with the petition mentions that the registered office of the company will be situated in the State of West Bengal. The respondent No. 1 wants to give jurisdiction to this Court because large number of depositors are of the jabalpur Zonal Office. We are afraid that cannot give jurisdiction to this Court to entertain the company petition. ( 12. ) WE are fortified in our view by a Division Bench decision of this Court in Nava samaj Ltd, Nagpur vs. Civil Judge, Class I, Rajnandgaon ( 1966 MPLJ 335 = AIR 1966 m,p. 286) wherein it has been held as under :-Companies Act (1956), S. 10 - Jurisdiction with respect to matters falling under Act - In connection with jurisdiction, place of accrual of cause of action is not relevant. It would be relevant only where cause of action is not covered by Act. C. P. C. (1908) O. 7. It would be relevant only where cause of action is not covered by Act. C. P. C. (1908) O. 7. R. 80 - Return of plaint-Joinder of several causes of action in one suit want of jurisdiction over some-proper course is to return plaint. The Courts nominated under the Act have exclusive jurisdiction to take cognizance of the matters covered by the Companies Act, and by necessary implication excludes jurisdiction of other Courts in regard to matters covered by the Companies act.------In connection with the exclusion of jurisdiction of other Courts, the line of enquiry is not whether there is any provision besides S. 10 in the Companies Act giving the Company Court exclusive jurisdiction in company matters. But it is whether after having specified the Courts having jurisdiction under the Companies Act, the said act contains an "otherwise" provision excluding the jurisdiction of the Company Court in matters falling under the Companies Act. The same view was taken by Bachawat, J. (as he then was) In re Dhakuria Banking corporation Ltd and Ors. (AIR 1955 NUC Calcutta 4849)that the jurisdiction of the High court under the Indian Companies Act with regard to companies within its jurisdiction is special and exclusive and no other Court has jurisdiction under the Act in respect of such companies; nonetheless, this jurisdiction is exercised as part of the ordinary original civil jurisdiction with which it is vested by law. The Supreme Court in Hakam singh vs. Gammon (India) Ltd (AIR 1971 S. C 740) has held that parties cannot by agreement confer jurisdiction on Court not possessed by it under the Code. But agreement that one of the Courts having such jurisdiction alone shall try dispute is not contrary to public policy and does not contravene section 28, Contract Act A 7 Judges bench of the Supreme Court in U. C. Bank vs. Their Workmen (AIR 1951 S. C. 230) has held that consent cannot give a Court jurisdiction if a condition which goes to the root of the jurisdiction has not been performed or fulfilled. No appearance or consent can give a jurisdiction to a court of limited jurisdiction which it does not possess. The Supreme court in Official Trustee W. B. vs. Sachindra (AIR 1969 S. C. 823) has held that it is not sufficient that the Court has some jurisdiction in relation to the subject matter of the suit. No appearance or consent can give a jurisdiction to a court of limited jurisdiction which it does not possess. The Supreme court in Official Trustee W. B. vs. Sachindra (AIR 1969 S. C. 823) has held that it is not sufficient that the Court has some jurisdiction in relation to the subject matter of the suit. Its jurisdiction must include the power to hear and decide the issue, the authority to hear the particular controversy that is arisen between the parties. The learned counsel for the respondent No. 1 on the other hand tried to contend that since the appellants participated and submitted to the jurisdiction of the Company Judge in company petition No. 1/84 and, in fact, there is a consent order dated 13-12-1984. They have by their acts of waiver, acquiescence and submission given up their objection, if any, about jurisdiction of this Court to entertain the petition. Under Section 21 of Code of Civil procedure no objection as to the place of suing shall be allowed by any appellate or revisional Court unless such objection was taken at the Courts instance at earliest possible opportunity and in all cases where issues are settled, at or before such settlement, and unless there has been a consequent failure of justice. In the present case, the appellants did raise an objection about competency of this Court to proceed with the company petition. He relies on the decision of the Supreme Court in Hiralal vs. Kali nath (AIR 1962s. C. 199) that objection regarding territorial jurisdiction does not go to the root of jurisdiction and objection as to the local jurisdiction of Court can be waived he also relied on the decision in Kathomma vs. Kuntal kutty (AIR 1981 S. C. 1683) that in order that an objection to the place of suing may be entertained by an appellate or revisional court, the fulfilment of the following three conditions is essential: (i) The objection was taken in the court of first instance, (ii) It was taken at the earliest possible opportunity and in cases where issues are settled, at or before such settlement, (iii)There has been a consequent failure of justice. What he means to say is that it is not shown that there is a failure of justice and the objection of the appellants cannot be entertained in this appeal, but then failure of justice will arise only at the conclusion of the decision on merits S. Petroleum Co. , vs. P. J. Panco (AIR 1966 S. C. 634 ). The appellants put in their appearance for the first time on 27-2-1984 and filed their reply to the application for stay moved by the respondent No. 1 on 7-3-1984 wherein they clearly raised an objection that as per Memorandum of Articles of Association of the company the registered office of the company is situated at Calcutta and the company is registered at Calcutta under the Companies Act and, as such, this Honble Court has no jurisdiction to entertain the instant petition. It is true that I. A. No. 9/84 was withdrawn by the appellants but that was an application for reviving the companys resolution dated 10-9-1983 and not the application raising objection on the question of jurisdiction. We fail to understand how there are acts of waiver, acquiescence, and submission by the appellants to the jurisdiction of this Court. In fact, in their each and every application and the replies they were raising the objection that this Court has no jurisdiction, the last one being the separate application filed on 11-3-1985 under Section 10 of the Act stating that this Court has no jurisdiction. There is no provision in the Companies Act like section 34 of the Indian Arbitration Act, 1940 which provides for stay of proceedings in a civil suit if the defendant has not filed his written statement or has not taken any other step in the proceedings. Simply because the appellants were participating in the disposal of various interlocutory applications and orders, that would not mean that they have given up their objection regarding entertainment of the company petition by this Court. ( 13. ) IN Palmers Company Law, 23rd Edition at page 111 it is stated that the courts having jurisdiction to wind up companies in England and Wales are the High court, and, as a general rule, all the country courts having bankruptcy jurisdiction. The high Court has jurisdiction to wind up all companies registered in England and Wales. ( 13. ) IN Palmers Company Law, 23rd Edition at page 111 it is stated that the courts having jurisdiction to wind up companies in England and Wales are the High court, and, as a general rule, all the country courts having bankruptcy jurisdiction. The high Court has jurisdiction to wind up all companies registered in England and Wales. If the paid up capital does not exceed 120,000, the country court has concurrent jurisdiction, unless the registered office of the company is within the metropolis, in which case the jurisdiction is in the High Court. Buckley on Companies Act at page 513 says that where the amount of the share capital of a company paid up or credited as paid up does not exceed one hundred and twenty thousand Pounds, the country court of the district in which the registered office of the company is situate shall, subject to the provisions of this section, have concurrent jurisdiction with the High Court to wind up the company. In Gorebrowne on Companies Law 42nd Edition at page 898 it is stated that the winding up of companies with a paid-up capital not exceeding 10,000 may be commenced in the country court of the district in which the registered office is situate provided that country court has bankruptcy jurisdiction. Under Section 107 of Civil procedure Code the appellate Court shall have the same powers and shall perform as nearly as may be the same duties as are conferred and imposed by this Code on Courts of original jurisdiction in respect of suits instituted therein. Rule 6 of the Companies (Court) Rules, 1956, provides save as provided by the Act or by these Rules the practice and procedure of the court and the provisions of the Code so far as applicable, shall apply to all proceedings under the Act and these Roles. Old Companies Act, 1913, contained a provision in Section 3 (3) that nothing in this Section shall invalidate a proceeding by reason of its being taken in a wrong court. This has beep omitted from the present Act though it had been included in the original Bill. Old Companies Act, 1913, contained a provision in Section 3 (3) that nothing in this Section shall invalidate a proceeding by reason of its being taken in a wrong court. This has beep omitted from the present Act though it had been included in the original Bill. However a Division bench of the Delhi High Court in M/s Mazde Theatres Pvt. Ltd. and another vs. M/s New bank of India Ltd and others (1975)1 Delhi 1 held that the objection to territorial or pecuniary jurisdiction of the Court can be waived, in respect of a matter covered under section 10 (l) (a) and Section 2 (1 l) (a) of the Companies Act in view of section 21 of Civil procedure Code but this decision is of no help to the respondent No. 1 because it further held that if an objection is taken the Court in whose jurisdiction the registered office of the company is not situated will not,be able to deal with the matter. Since there is a clear provision in Sections 2 (11) and 10 about entertaining petition under Sections 397 and 398 of the Act, Section 21 of the Code can have no application here. So it is not a case of mere lack of territorial jurisdiction but inherent lack of jurisdiction in entertaining the petition in this Court when the registered office of the appellant No. 1 company is at calcutta. Against our decision, the respondent No. 1 can go in appeal directly to the supreme Court and we do not think any prejudice is being caused to him by deciding the question of jurisdiction in appeal. ( 14. ) RECENTLY the Supreme Court in Shanta Genevienve Ponmerat vs. Sakal papers Pvt. Ltd. (AIR 1983 S. C. 269) has held that an appeal lies under Section 483 of the companies Act against an order passed in a petition under Sections 397 and 398 of the act It is true that Smt. Gauri Bhaumik and Smt. Asha Sethi were amongst the three new directors who were elected on 29-1-1985 in the election conducted by the Chairman appointed by the learned company Judge and this election was approved by the learned company Judge on 21-3-1985 but then this order of the learned Company Judge has been stayed by this Court and so they are not functioning as Directors. It is also not necessary to join all the Directors in a petition under Sections 397 and 398 of the companies Act. So those two new Directors are neither necessary nor proper parties to this appeal. A Division Bench of the Calcutta High Court in Raj Rajeshwari Jiu vs. Geti krishna (AIR 1924 Cat - 953) has held that it is unquestionable that breach of an undertaking given to a court by a litigant pending proceedings, on the faith of which the court sanctions a particular course of action or inaction is misconduct amounting to contempt. It is further well settled that when a person is guilty of such contempt he places himself in a perilous situation so as not to be heard by the Court till he has purged his contempt. That was a case of committing breach of an undertaking given. That is not the case here. Only notice has been issued to the appellants 2 and 3 on an application moved by the respondent No. 1 for contempt. There is no question of breach of any undertaking by the appellants 2 and 3. So they cannot be debarred from being heard in this appeal till the contempt matter is disposed of. Even if they cannot be heard, still the appellant No. 1 is not handicapped by the pendency of the contempt proceedings against the other two appellants. Therefore, these objections have to be overruled. ( 15. ) NORMALLY, if a court has no jurisdiction, then the petition is to be returned to the petitioner for presentation to the proper court. But here we find certain basic defects in the petition as presented. An application under Section 397 for relief against oppression has to fulfil the conditions in clauses (a) and (b) of sub-section (2), before the court can entertain an application. Where there are no allegations to support winding up, the petition cannot be entertained Ratan Singh vs. Mogha Transport Co. (AIR 1959 punjab 196), Maharani Lalita vs. Indian Motor Co. ( (1962)32 Company Cases 207 ). Where there are no allegations to support winding up, the petition cannot be entertained Ratan Singh vs. Mogha Transport Co. (AIR 1959 punjab 196), Maharani Lalita vs. Indian Motor Co. ( (1962)32 Company Cases 207 ). To satisfy the requirements of the section, not only should the petitioner allege the facts that would justify the making of a winding up order but it should also allege that an order of winding up should not however be made as it would unfairly prejudice the petitioner and other members In re Bengal Luxmi Cotton Mills ( (1965) 35 Company Cases 187 ). Though there may be averments in the present petition to make out a case for winding up but there is no averment that an order of winding up should not be made as it would unfairly prejudice the petitioner and others. As per Section 399, the petitioner should hold not less than one tenth of the total number of share capital of the company in order to enable him to move a petition under Section 397 or 398 of the Act. The present share capital of the Company being Rs. 1,43,000/-, so the petitioner should hold at least 1430 shares. In para 2 of the petition, it is alleged that the petitioner holds shares worth Rs. 17,000/- bearing numbers 3801 to 4300 (500 Shares) plus the shares described in para 3 of Annexure B, which is about 1200 shares in the names of Sudhansai Ganguly, Sunil kumar Ganguly and Bikash Talukdar. This has been disputed by the appellants. But shares Nos. 3801 to 4300 stand in the name of one Tapan Kumar Das as per the share certificate. In the report of Chairman Shri Justice Pandey dated 11-3-1985 it is mentioned that the respondent No. 1 had contacted Tapan Kumar Das who informed that he continues to be a share holder, which means that the respondent No. 1 is not the holder of shares 3801 to 4300. If these shares are excluded then the respondent No. 1 does not hold more than 1200 shares i. e. he is holding less than one tenth of the share capital. Besides, Shri Pandey has found that the respondent No. 1 is not included in the register of share-holders. If these shares are excluded then the respondent No. 1 does not hold more than 1200 shares i. e. he is holding less than one tenth of the share capital. Besides, Shri Pandey has found that the respondent No. 1 is not included in the register of share-holders. B. A. Desai J. (as he then was) in Gulabrai Kalidas Naik vs. Laxmidas Lallubhai Patel (1977) 47 Company Cases 151 has held that if the petitioners title in the membership is in dispute, they have to seek relief under Section 155 for getting their names placed on the register of members to clothe themselves with the right of members, it would be improper till that dispute is settled, to permit such person to maintain a petition under Sections 397 and 398 because they are not members. Chhagla C. J. in Bilasrai vs. Akola Electric Supply Co. ( AIR 1959 Bom. 176 ) has held that if on reading the petition the Court comes to the conclusion that the averments do not satisfy what is required by Sections 397 and 398 then it is not an application under these Sections and the Court may dismiss the application. We, therefore, hold that this court has no jurisdiction to entertain the company petition No. 1/84 and that because of the aforesaid defects, it is not a petition in compliance with Sections 397 and 398 of the indian Companies Act. ( 16. ) WE, therefore, allow this appeal with costs and dismiss the company petition no. 1/1984 as not tenable. Consequently, all interlocutory orders passed therein cease to operate. However, we may make it clear that since Shri Justice K. L. Pandey was appointed as Chairman on the common request of the parties, he is entitled to be paid his full remunaration by the company for the work entrusted to him on a bill to be submitted by him. Counsels fee Rs. 500/-,. if certified. Appeal allowed.