JUDGMENT - D.R. DHANUKA, J.---By this application, the applicants have impugned order dated 29th June, 1988, passed by this Court in Company Petition No. 134 of 1988 sanctioning scheme of amalgamation after several years of the said scheme having been acted upon on several technical grounds. It did appear to the Court at one stage that the technical grounds urged on behalf of applicants had at least an air of plausibility and required scrutiny. On scrutiny of all the grounds urged, the Court has reached the conclusion that there is no substance whatsoever in any of the grounds and the application lacks merit. There is some merit in the contention of the petitioners that the application herein is not made bona fide. The application herein is dismissed with no order as to costs. 2. On 26th April, 1862, the Bombay Gas Company Limited was incorporated as Company in U.K. under the Joint Stock Companies Act, 1856-57. The said company is now known as "The Bombay Gas Public Limited Company. The Registered Office of the said Company was situated at 368a, Gray's Inn Road, London WC IX 88, England and its head office was situated at Empire House, 214, Dr. Dadabhoy Naoroji Road, Bombay 400 001. The said company was re-registered as a public company under the English Companies Act, 1948 to 1980 under its name "The Bombay Gas Public Limited Company. This company is now under winding up in U.K. This company is hereinafter referred to as the British Company. This company had considerable assets and business in India at the relevant time. The applicant No. 1 was a shareholder of this company at the relevant time. The applicant No. 2 claims to be beneficial owner of certain shares of this company. 3. On 9th February, 1982, the Bombay Gas Company Private Limited (i.e. the petitioner herein) was incorporated as a Private Limited company under the Companies Act, I of 1956. 4. By its order dated 29th January, 1988, passed in Company Petition No. 134 of 1986 connected with Company Application No. 227 of 1985, this Court sanctioned the scheme of compromise or arrangement embodied in the scheme of amalgamation set out in Exhibit "A" to Company Petition No. 134 of 1986. 4. By its order dated 29th January, 1988, passed in Company Petition No. 134 of 1986 connected with Company Application No. 227 of 1985, this Court sanctioned the scheme of compromise or arrangement embodied in the scheme of amalgamation set out in Exhibit "A" to Company Petition No. 134 of 1986. By its orders dated 29th January, 1988 passed in Company Petition No. 134 of 1986 and Companion Petition No. 133 of 1986, filed by the Bombay Gas Public Limited Company, this Court sanctioned amalgamation of India undertaking of the Bombay Gas Public Limited Company alongwith all its assets situate in India with the Bombay Gas Company Private Limited (i.e. the petitioners herein) in terms of the scheme of amalgamation propounded by both the companies. 5. In Company Petition No. 133 of 19867 as well as Company Petition No. 134 of 1988, the Bombay Gas Public Limited Company was described as the 'Transferor Company' for sake of convenience and the petitioner herein was described as 'transferee' company'. The transferor company was the owner of a flat i.e. Flat rituated on 4th floor of the building known as Hari Bhuvan, situated at Hari Bhuvan Co-operative Housing Society Limited, Peddar Road, Bombay. By virtue of scheme of amalgamation duly sanctioned by this Court by its orders passed on 29th January, 1988 in Company Petition No. 133 of 1986 and Company Petition No. 134 of 1986, the Bombay Gas Company Private Limited i.e. the petitioners herein became owner of the said flat. The petitioners herein adopted proceedings against the Applicant No. 2 in Company Application No. 21 of 1995 for his eviction from the said flat invoking section 630 of the Companies Act, I of 1956. The said proceedings was numbered as Complaint No. 32/S/94. The petitioner company filed the said complaint in the Court of Metropolitan Magistrate at Girgaon Bombay. The said complaint is pending. 6. The said proceedings was numbered as Complaint No. 32/S/94. The petitioner company filed the said complaint in the Court of Metropolitan Magistrate at Girgaon Bombay. The said complaint is pending. 6. On being served with the process issued by the Criminal Court in the said complaint, the applicants in C.A. No. 21 of 1995 moved this Court by taking out Judge's Summons herein numbered as Company Application No. 21 of 1995 for an order to the effect that the order dated 29th January, 1988 passed by this Court in Company Petition No. 134 of 1986 be recalled and it be declared that the order of sanction passed by this Court in the above referred proceedings was non est, without jurisdiction and of no legal effect. The applicants in this application have claimed various other consequential reliefs inter alia on the ground of inherent lack of jurisdiction in this Court in passing the impugned Order and on the ground of illegal fraud' on the Court by reason of alleged suppression of the fact that the name of the British Company was struck off from the register prior to passing of order dated 29-1-1988 and no order of amalgamation could be passed in respect of a non-existent Company . The applicants have in substance contended that the impugned order dated 29th January, 1988 is without jurisdiction and the impugned order suffers from total, patent and inherent lack of jurisdiction and liable to be treated as nullity. The applicants have also contended that in any event the impugned order dated 29th January, 1988, is liable to be recalled on the ground that the petitioner in Company Petition No. 134 of 1986 committed fraud on this Court by suppressing the most material fact that on the date of sanction of the scheme the transferor company i.e. the British Company was not in existence and had already been struck off from the register by the Registrar of Companies U.K. by His Order dated 7th October, 1986. It may be stated here and now that the said Company is already restored to register and is now directed to be wound up by the Court of competent jurisdiction in U.K. As a result of such restoration, it must be assumed as set out in applicable statutory provisions that the name of the above referred British Company was never struck off from the register at any point of time. 7. In my opinion, there is no merit in this application and the application deserves to be dismissed. The application herein is argued at considerable length. The impugned order was passed by a Court of competent jurisdiction. The alleged fraud has not been proved. 8. It is necessary to summarise the material facts having bearing on the subject matter of this application. (a) Soon after its incorporation, the British Company commenced its business of manufacture distribution and sale of gas in Bombay through a net work of pipe-lines installed for the purpose. The British Company had put up grass bottle manufacture unit at Banda. The British Company used to carry on considerable business in India at the material time. Majority of the shareholders of the said company used to reside in India and about 99% of its assets were also situated in India at all relevant time. Some of its shareholders were Britishers. (b) Sometime prior to 9th February, 1982 the Reserve Bank of India issued directions to the British Company under section 29(2)(a) of the Foreign Exchange Regulation Act, 1973 to the effect that the said company should transfer its undertaking and business to an Indian Company to be formed for the said purpose. (c) On 9th February, 1982, the Bombay Gas Company Private Limited was incorporated as a Private Limited Company with the authorised share capital of Rs. 1 Crore (Rupees One Crore). The Bombay Gas Company Private Limited was incorporated with the main object of acquiring the Indian undertaking business and all the assets of British Company situated in India in terms of Reserve Bank directive as set out in memorandum of petitioner company. The applicant No. 1 herein was one of the share-holders of the British Company. The Bombay Gas Company Private Limited was incorporated with the main object of acquiring the Indian undertaking business and all the assets of British Company situated in India in terms of Reserve Bank directive as set out in memorandum of petitioner company. The applicant No. 1 herein was one of the share-holders of the British Company. The applicant No. 2 claims to be the beneficial owner in respect of 500 shares of the British Company in respect whereof the applicant No. 2 had sought the transfer of shares to his own name at one point of time, which transfer was declined. (d) In the Memorandum of Association of Bombay Gas Company Private Limited it is in terms stated that one of the main object of the petitioner company was as under : "(1) to acquire and undertake by amalgamation or otherwise, the whole or any part of the business, property and liabilities of "Bombay Gas Company Limited" a Company incorporated in English with its registered office at 368(a) Gray's Inn Road, London, W.C. IX, 8-BB England and having its head office at Empire House, 214, Dr. Dadabhoy Naoroji Road, Bombay 400 001." (e) Soon after the incorporation of the petitioner company, a scheme of amalgamation in respect of Indian undertaking of the British Company alongwith its business assets etc. situate in India was prepared by both the above referred companies. The said scheme was approved not merely by the Board of Directors of the Companies but was also approved by the Reserve Bank of India. The said scheme was approved by Shareholders of two companies as well. (f) By Clause 1 of the said scheme of amalgamation it was provided that w.e.f. commencement of the business "on 1st January, 1982" therein called "appointed date" and subject to the terms and conditions set out therein, the entire business and undertaking in India of the British Company including all its business and other assets etc. situate in India shall be deemed and stand transferred to and vested in the Transferee Company pursuant to section 394 of the Companies Act, 1956. The said scheme contemplated allotment of shares by the Transferee company to the members of the British Company in terms of Clause 9 of the said scheme. situate in India shall be deemed and stand transferred to and vested in the Transferee Company pursuant to section 394 of the Companies Act, 1956. The said scheme contemplated allotment of shares by the Transferee company to the members of the British Company in terms of Clause 9 of the said scheme. By Clause 20 of the said scheme it was provided that the said scheme although operative from the "appointed date" shall take effect finally upon and from the date on which the sanction or provision or orders shall be last obtained which shall be the effective date for purpose of the said scheme. The said scheme in terms provided that the British Company as well as the Transferee Company shall make an application to this Court for sanction of the scheme of amalgamation referred to hereinabove. The said scheme generally provided in Clause 1 thereof that with a view to effectuate the amalgamation of the Indian Undertaking of the British Company with the Transferee Company, the British Company shall take such necessary steps as were required under the applicable laws of the United Kingdom for dissolution of the English Company. Since only the India assets of the British Company were to be transferred to the Transferee Company, the question of obtaining orders of dissolution of the British Company prior to or at the stage of sanction of scheme of amalgamation was not required in law. (g) By orders passed by this Court on 3rd October, 1985 in Company Application No. 227 of 1985 and Company Application No. 226 of 1985, directions were issued by this Court for convening of the meeting of the shareholders of the British Company as well as the petitioner company, the Chairman of the respective meetings made their report to this Court. All the directions issued by the Court were complied with. Ultimately Company Petitions Nos. 133 and 134 of 1986 were filed in this Court for obtaining sanction of this Court in respect of the scheme of amalgamation set out in Exhibit "A" to the Company Petition No. 133 of 1986 and Company Petition No. 134 of 1986. Necessary notices were served on Central Government as required by law. Ultimately Company Petitions Nos. 133 and 134 of 1986 were filed in this Court for obtaining sanction of this Court in respect of the scheme of amalgamation set out in Exhibit "A" to the Company Petition No. 133 of 1986 and Company Petition No. 134 of 1986. Necessary notices were served on Central Government as required by law. Ultimately on 29th January, 1988 passed on Company Petition No. 134 of 1986 as well as Company Petition No. 133 of 1986, the said scheme of amalgamation propounded by the two companies hereinabove was duly sanctioned by this Court. The said scheme became effective and operative on 29th January, 1988 in view of Clause 20 of the scheme although the "appointed date" as set out in the said scheme for the purpose of identification of Indian Assets of the Transferor company which were to stand transferred in favour of the transferee company was stipulated to be 1st January, 1982, in the said scheme. The said company was duly acted upon for all these years. The petitioner company allotted shares of all the erstwhile shareholders of the British Company in terms of its obligation under Clause 9 of the said scheme and forwarded bonus shares to the erstwhile shareholders of the British Company. The petitioners herein has exercised ownership rights in respect of all the assets, business, contracts etc. of the British Company which were situate in India in view of sanction of the Court to the scheme of amalgamation as aforesaid. 9. On 7th October, 1986, the Registrar of Companies, U.K. had directed that the name of the above referred British Company was struck off from the register as contemplated under section 652 of the English Companies Act, 1985. The said Act provides for restoration of the Company to the register by Order of the Court. On 24th May, 1995, one Peter Arthur Stanton presented a petition before the High Court of Justice, Chancery Division, Company Court for restoration of the Bombay Gas Public Limited i.e. the above referred British Company to the register and for winding up of the said company thereafter under the provisions of the Insolvency Act, 1986. Section 653 of the English Companies Act, 1985 provides for restoration of the Company which is struck of from the register in pursuance of an order of the Court. Section 653 of the English Companies Act, 1985 provides for restoration of the Company which is struck of from the register in pursuance of an order of the Court. It is not disputed that section 560 of the Companies Act I of 1956 is in pari materia with the corresponding provisions of the English Companies Act and the effect of Order of restoration is to place the company whose name was struck off by the Registrar in the same position as if the name of the company had never been struck off during the interregnum. If the Court of Competent Jurisdiction directs restoration of the name of the company to the register, it follows that the company shall be deemed to have continued throughout. It is so provided in the statutory provisions contained in the English Companies Act, 1985 as well as Companies Act I of 1956. No reference to decide cases or case-law is, therefore, necessary on this aspect of the case. It cannot be therefore, assumed that the British Company was not in existence on 29th January, 1988 since it has been restored to register only on 20th July, 1995 in pursuance of order of Court dated 5th July, 1995 and order of restoration must have its full effect as provided in law. It must be conclusively assumed as a matter of law that the British Company was very much in existence on 29th January, 1988 and at all times thereafter as well. 10. The learned Counsel for the applicants has contended that the impugned order dated 29th January, 1988, was passed by this Court although this Court had no jurisdiction to pass the said order. The learned Counsel for the applicant has contended that the impugned order is liable to be treated as a nullity for inherent lack of jurisdiction. The learned Counsel for the applicants has developed his submission from different angles as would be obvious from the discussion of submissions made by the learned Counsel for the petitioner in the later part of this order. 11. The learned Counsel for the applicants has developed his submission from different angles as would be obvious from the discussion of submissions made by the learned Counsel for the petitioner in the later part of this order. 11. The learned Counsel for the applicants submitted that on 29th January, 1988, when the scheme of amalgamation was sanctioned by this Court the above referred British Company known as "The Bombay Gas Public Limited Company", was not even in existence in view of the fact that its name was struck off from the register by the Registrar of Companies U.K. by his order dated 7th October, 1986 passed in exercise of the powers conferred on him by section 652 of the English Companies Act, 1985, it being irrelevant that its name was later on restored to the register. It is not disputed that the Bombay Gas Public Limited Company was restored to the register by an order passed by the Court in U.K. on 5th July, 1995 and the Registrar of Companies U.K. has in fact certified that the said company was restored to the register on 20th July, 1995, it may be stated in the passing that by the same order the High Court of Justice further directed that the Bombay Gas Public Limited Company (being the Company restored to the register) be wound up by the Court under the provisions of the Insolvency Act, 1986. In view of the specific statutory provisions of the English Act providing for the effect and legal consequences of restoration of the company to the register to the effect that the company shall be deemed to have been in existence throughout, the submission made by the learned Counsel for the applicants is not acceptable to the Court. There is no merit in the submission. 12. The learned Counsel for the applicants then submitted that the impugned order is liable to be treated as nullity also on the ground that the transferee company was not in existence on the "appointed date" referred to in the scheme of amalgamation i.e., 1st January, 1982, the transferee Company having been incorporated only on 9th February, 1982. 12. The learned Counsel for the applicants then submitted that the impugned order is liable to be treated as nullity also on the ground that the transferee company was not in existence on the "appointed date" referred to in the scheme of amalgamation i.e., 1st January, 1982, the transferee Company having been incorporated only on 9th February, 1982. The learned Counsel for the applicants emphasised that the transferee company was incorporated as a private limited company under the Companies Act I of 1956 on 9th February, 1982 and the scheme of amalgamation as sanctioned by the Court did provide that "appointed date" in respect of the said scheme was 1st January, 1982. The learned Counsel for the applicants submitted that both the transferor company as well as the transferee company should be in existence "on the appointed date". It is obvious that the transferor company is deemed to be in existence on the appointed date in view of the order of restoration of the transferor company passed by the High Court of Justice in England. The order of restoration or its legal effect as provided in the Act cannot be ignored by the Court as a subsequent legal event. The transferee company was undoubtedly incorporated only on 9th February, 1982. The learned Counsel for petitioners has rightly invited the attention of the Court to the relevant case law on the subject and has submitted that the "appointed date" was stipulated in the scheme only for purpose of identification of assets on a particular date which were sought to be transferred to the transferee company. The learned Counsel for the petitioners invited the attention of the Court to Clause 20 of the scheme sanctioned by the Court by its order dated 29th January, 1988. The said clause in terms provided that the scheme shall take effect finally upon and from the date on which the necessary sanction or approval was last obtained. The necessary approval or sanction last obtained by the transferee company was much after the date of its incorporation i.e. 29th January, 1988. The learned Counsel for the petitioners submitted that the "effective date" referred to in Clause 20 of the scheme was relevant for the purpose and not the 'appointed date'. 13. The necessary approval or sanction last obtained by the transferee company was much after the date of its incorporation i.e. 29th January, 1988. The learned Counsel for the petitioners submitted that the "effective date" referred to in Clause 20 of the scheme was relevant for the purpose and not the 'appointed date'. 13. On this aspect of the case, the learned Counsel for the petitioners rightly invited the attention of the Court to the ratio of the judgment of High Court of Delhi in the case of (HCL Ltd., In re. and HCL Hewlett-Packard Ltd., In re.)1, reported in 80 Company Cases 228. This judgment is directly on the point raised by the learned Counsel for the applicants, and is a complete answer to the contention raised on behalf of the applicants. I am in respectful agreement with the view taken by the High Court of Delhi in this case. In this case the "appointed date" for transfer as set out in the scheme under consideration was fixed as July 1, 1990, although the transferee company was incorporated only on May 15, 1991. In this case it was contemplated that certain divisions of the transferor company will be transferred to the transferee company to be newly incorporated. In this case the learned Counsel for the respondents did oppose the scheme of arrangement sought to be sanctioned on the ground that the scheme suffered from a fundamental defect as "the appointed date" as set out in the scheme was anterior to the date of incorporation of the transferee company, and no such scheme could be sanctioned by the Court. The Court held that the "appointed date" was stipulated in the scheme only for the purpose of identification and quantification of the assets and liability of the existing company which would be transferred to the transferee company and the submission made on behalf of the Central Government in this case overlooked the differentiation made between the "appointed date" and the "effective date", in the scheme becoming operative. In this case also the expression "effective" was defined in the scheme as under :--- "The "effective date" means the later of the date on which all the consents and approvals referred to in Part VI. In this case also the expression "effective" was defined in the scheme as under :--- "The "effective date" means the later of the date on which all the consents and approvals referred to in Part VI. Clause 9, of this scheme are obtained and/or the date on which the certified copy of the order passed by the Hon'ble High Court at Delhi sanctioning this scheme of arrangement is filed with the Registrar of Companies, Delhi." In our case here Clause 20 of the scheme sanctioned by the Court by its order dated 29th January, 1988, is substantially similar to the clause defining the expression "effective date" in the scheme of amalgamation sanctioned by the High Court of Delhi. The learned Counsel for the petitioner company has cited several other authorities on this aspect of the case. In my opinion it is not necessary to refer to the other authorities cited at the Bar as the ratio of the above referred judgment of High Court of Delhi is directly and clearly applicable to this case and the said ratio appears to be clearly right. 14. The learned Counsel for the applicants then contended that this Court had no jurisdiction to pass an order of amalgamation in respect of the Indian assets and Indian business of the British Company relying on section 584 of the Companies Act I of 1956. The learned Counsel submitted that the courts in India could direct winding up of a body corporate incorporated outside India as an unregistered company although dissolved in the country of its incorporation, only if it had ceased to carry on business in India and not otherwise. In my opinion, section 584 of Indian Companies Act I of 1956 is not relevant and is not applicable to this case. It cannot be assumed that the British Company was a company dissolved in the country of its incorporation on 29th January, 1988. The Court shall have to assume that the British Company existed throughout till 5th July, 1995 and was directed to be wound up by the Court in U.K. only on 5th July, 1995. 15. On this aspect of the case, the applicants have filed further affidavit of Shri Ashok Kumar Jalan the applicant No. 2 being affidavit dated 19th January, 1996. In response to the said affidavit the petitioners filed affidavit of Mr. S.L. Makhijani being affidavit dated 9th February, 1996. 15. On this aspect of the case, the applicants have filed further affidavit of Shri Ashok Kumar Jalan the applicant No. 2 being affidavit dated 19th January, 1996. In response to the said affidavit the petitioners filed affidavit of Mr. S.L. Makhijani being affidavit dated 9th February, 1996. It appears that the petitioner company had ceased to carry on its main business in India by the time the petition for sanction of scheme of amalgamation were filed in this Court by the two companies referred to hereinabove. It is however, obvious from the statements appearing in the affidavit of Mr. S.L. Makhijani dated 9th February, 1996 that the British Company had not altogether ceased to carry on its business in India on the relevant date. The learned Counsel for the company has submitted that, the however, makes no difference having regard to the true interpretation of the relevant provisions of the Companies Act I of 1956 and the applicable provisions of the Act as indicated below. 16. The learned Counsel for the petitioners company has convincingly replied to the contention of the learned Counsel for the applicants by advancing two fold arguments as set out hereinafter. 17. The learned Counsel for the petitioner company contended that the Court had jurisdiction to sanction the scheme of amalgamation in respects of the companies which could be wound up by the Court under the Companies Act I of 1956. The learned Counsel for the petitioner company contended that this Court had jurisdiction to wind up a foreign company as an unregistered company under section 583 of the Companies Act I of 1956. The learned Counsel for the petitioner company further contended that in any event sub-section 4(b) of section 394 of the Companies Act I of 1956 was a complete answer to the contention raised on behalf of the applicants on this aspects of the case. Section 394 of the Companies Act I of 1956 directly deals with the subject matter of amalgamation of the companies. Section 394(4)(b) of the said Act reads as under :- "(b) Transferee company does not include any company other than a company within meaning of this Act but "transferor company" includes any body corporate, whether a company within the meaning of this Act or not". Section 394(4)(b) of the said Act reads as under :- "(b) Transferee company does not include any company other than a company within meaning of this Act but "transferor company" includes any body corporate, whether a company within the meaning of this Act or not". It is thus obvious that the 'transferor company' referred to in the scheme of amalgamation could be a body corporate incorporated outside India. The learned Counsel for the petitioners invited the attention of the Court to the definition of the expression "Body Corporate" as set out in section 2(7) of the Companies Act I of 1956. The expression "Body Corporate" as defined under the Act includes a company incorporated outside India. The learned Counsel for the petitioners contended that section 584 of the Companies Act I of 1956 provided an additional ground for winding up of the foreign companies although dissolved in the country of its corporate and the said section did not restrict the jurisdiction of this Court to sanction the scheme of amalgamation or wind up a foreign company or its business carried on in India as an unregistered company in terms of section 583 of the Companies Act I of 1956. The learned Counsel for the petitioner company invited the attention of the Court to Clause 230 of Bhabha Committee's report as a background material for incorporation of special provision contained in sub-clause 4(b) of section 394 of the Act. The learned Counsel for the petitioner company appears to be completely right in respect of the submissions made by him on this aspect of the case. 18. The learned Counsel for the petitioner company rightly invited the attention of the Court to the judgment of High Court of Madras in the case of (In re Travancore National and Quilon Bank Ltd. v. L. Raghuraja Bharathi and others)2, reported in A.I.R. 1939 Madras 318. In this case it was held by the Court that a foreign company was liable to be wound up as an unregistered company under the Companies Act 1913. In this case it was held by the Court that a foreign company was liable to be wound up as an unregistered company under the Companies Act 1913. At page 321-322, Vankataramana Rao, J., speaking for the Court observed as under :--- "There can be no doubt that the Travancore National Bank though incorporated outside British India and, therefore, a foreign company, would be an unregistered company within the meaning of sections 270 and 271 of the Act." In the later part of the same judgment the Court observed that a foreign company could be wound up by the High Court as an unregistered company. It is not necessary to examine this line of argument in detail as this Court is mainly concerned in this application only with the question of jurisdiction of this Court to sanction scheme of amalgamation pertaining to Indian undertaking of a foreign company with the consent of Reserve Bank of India and this Court had requisite jurisdiction to sanction the scheme of amalgamation in view of section 390, 391 to 394 and 394(4)(b) of the Act. It is quite clear from the special provisions of law contained in section 394(4)(b) of the Act that the transferor company could be a body corporate incorporated outside India but the transferee company could not be a foreign company. In this case, the transferor company was a foreign company but the transferee company was and is an Indian Company. Section 394(4)(b) of the Companies Act I of 1956, is a special provision directly in point. I have, therefore, no hesitation in holding that this Court had jurisdiction to pass the impugned order sanctioning the scheme of amalgamation referred to hereinabove and the impugned order dated 29th January, 1986 does not suffer from inherent lack of jurisdiction. In my opinion, there is no merit in the contention that the impugned order is liable to be considered as a nullity. Section 584 of the Act is not relevant. The said section does not prohibit or restrict jurisdiction of the Court to wind up a foreign company or sanction amalgamation of Indian undertaking of a foreign company with the Indian Company as required by the Reserve Bank of India. 19. Section 584 of the Act is not relevant. The said section does not prohibit or restrict jurisdiction of the Court to wind up a foreign company or sanction amalgamation of Indian undertaking of a foreign company with the Indian Company as required by the Reserve Bank of India. 19. In a recent judgment of the Full Bench of the High Court of Kerala reported in (A.I.R. 1996 Kerala 37)3, the learned Chief Justice of High Court of Kerala speaking for the Full Bench has neatly explained the subject of "inherent lack of jurisdiction" after referring to several Supreme Court Judgments in the following words :--- "A Court lacks inherent jurisdiction when the subject matter is wholly foreign to its ambit and is totally unconnected with its recognised jurisdiction". It is not open to a party to challenge an order of the Court merely on the ground that the judgment is erroneous on the jurisdictional aspect of the case. The nature and scope of the enquiry on jurisdictional aspect at this stage is rather narrow and limited. The impugned order does not suffer from lack of jurisdiction on the face of record and is not shown to be a nullity. 20. Section 390(a) of the Act defines the expression "company" as any company liable to be wound up in the Act. The said expression means any company which subject to winding up provisions contained in the Act. Section 390(a) of the Act is thus applicable to body incorporates incorporated outside India. If the Court has jurisdiction to wind up a company on any of the grounds specified in the Act, whether an Indian Company or a foreign company, it follows that such a company is liable to be wound up under the Act on proof of applicable ground for winding up and such a company is subject to jurisdiction of the Court to sanction the scheme of its amalgamation with the company incorporated under the Companies Act I of 1956. The impugned order is thus valid and not shown to be non-est, from whichever angle the matter is examined. 21. The learned Counsel for the petitioner has cited several authorities at the Bar in support of his submission, I have considered all the authorities and the statutory provisions relied on by the learned Counsel. The impugned order is thus valid and not shown to be non-est, from whichever angle the matter is examined. 21. The learned Counsel for the petitioner has cited several authorities at the Bar in support of his submission, I have considered all the authorities and the statutory provisions relied on by the learned Counsel. I do not consider it necessary to discuss all the cases cited at the Bar and have referred to only the relevant case-law directly in the point. The authorities cited are listed below :--- (1) 1952(1) All E.R. 613. (2) 60 Company Cases 154. (3) 1936 All E.R. 505. (4) A.I.R. 1939 Madras 318 at 319. (5) 42 Company Cases 211 at 213. (6) 80 Company Cases 228. (7) 140 I.T.R. 304. (8) 74 Company Cases 236. (9) 9 Corporate Law Advisor 92. (10) 47 Company Cases 503. (11) 1985(2) Company L.J. 409 (Ker.). 22. In case of (Khandelwal Udyog Ltd. and Acme Manufacturing Ltd.), In Re., 47 Company Cases 503 at 511, Mridul, J., of High Court of Bombay interpreted section 390 of the Companies Act, 1956 in context of section 153 of Indian Companies Act, 1913 and sub-section (6) of English Companies Act, 1948 and held that the expression 'any company liable to be wound up under the Act' meant 'all companies to which the provisions relating to winding up apply'. After referring to foot note 7 in Buckley's Companies Act, the learned Judge summed up his conclusion as under:- (a) The expression "any company liable to be wound up under this Act" takes within its sweep all companies registered under the provisions of the Companies Act, 1956, as also all unregistered or other companies in respect of which winding up orders can be made by a Court under the provisions of the Companies Act, 1956; (b) In other words, the above referred expression embraces not only companies which are registered companies under the provisions of the Companies Act, 1956, but also the companies which come within the purview of the provisions of the Companies Act, 1956 and can be wound up by a Court under the provisions thereof. These provisions relate to the companies which fall within the provisions of Part X of the Companies Act, 1956. The said part deals with winding up of the unregistered Companies'. 23. These provisions relate to the companies which fall within the provisions of Part X of the Companies Act, 1956. The said part deals with winding up of the unregistered Companies'. 23. The learned Judge thereafter referred to sections 582 and 584 of the Act and concluded that the above referred expression contained in Clause (a) of section 390 was advisedly used so as to enable the unregistered companies or the foreign companies to be in a position to invoke the provisions of sections 391 and 393 of the Companies Act, 1956'. I am in respectful agreement with the view taken by Mridul, J., in this case. There appears to be preponderene of judicial opinion on this aspect supporting the above referred interpretation of the relevant provisions. 24. The learned Counsel for the applicant then submitted that the impugned order is liable to be recalled on the ground that the applicant company had suppressed the fact of striking off the name of the British Company from the register while seeking sanction of the Court to the scheme of amalgamation on 29th January, 1988. The learned Counsel for the applicants submitted that if this Court would have been informed of the fact that the name of the British Company was already struck off from the register by an order passed by the Registrar of Companies U.K. on 7th October, 1986, this Court would not have passed on order sanctioning scheme of amalgamation. On this aspect of the case, the learned Counsel for the applicants also submitted that the fact of restoration of the Company to register by an order passed by the English Court on 5th July, 1995, was of no consequence. In the affidavit in reply filed on behalf of the applicant it is stated that the petitioners did not have knowledge in respect of the order passed by the Registrar of Company U.K. striking of the name of the British Company from the register at the material time and the petitioners discovered the said fact only in July, 1990. I have no hesitation in accepting this factual plea raised on behalf of the petitioner. The onus of proving fraud is on the petitioner. The petitioner has failed to prove the allegation of fraud. 25. I have no hesitation in accepting this factual plea raised on behalf of the petitioner. The onus of proving fraud is on the petitioner. The petitioner has failed to prove the allegation of fraud. 25. The learned Counsel for the petitioners also contended as under :--- (a) The applicants had no locus standi to file this application; (b) The applicants are estopped from making the application particularly as applicant No. 1 has taken benefit under the impugned order; (c) The application made was not bona fide as it was made out to defeat the proceedings adopted/ the proceedings taken under section 630 of the Companies Act 1956 at a late stage. It is not necessary to discuss any of these contentions since the application fails on merits and there is no substance in any of the grounds of challenge. 26. Since the impugned order does not suffer from lack of jurisdiction and is not shown to be a nullity and since the allegation of fraud are not proved, the application fails on merits. The application is dismissed. Having regard to the facts and circumstances of the case, there shall be no order as to costs. Application dismissed. No order as to costs. 27. Ad-interim order passed by this Court on 27th March, 1995, to continue for a period of four weeks from today in order to enable the applicants to prefer an appeal against order passed by the Court today, if so advised. It is hereby clarified that the petitioners have opposed the application made by the learned Counsel for the applicants for continuation of the said order. 28. The learned Counsel for the Registrar of Companies has submitted that there should be a finality in matters of this kind involving large number of shareholders, creditors and members of public etc. and if the impugned order is to be declared as a nullity at this late stage, Public interest would suffer. Since the impugned order is not found to be nullity and is not found to suffer from any jurisdictional defect and since the allegations of fraud are not proved, it is not necessary to discuss any of the submissions made by the learned Counsel for the Registrar of Companies. The impugned order is valid and was passed in accordance with law. 29. The impugned order is valid and was passed in accordance with law. 29. Having regard to my findings on merits of the application, I have not examined the pleas of limitation, laches or estoppel. It is necessary to do so far disposal of this application. 30. Issue of certified copy is expedited. Application dismissed.