P (PLP)

MUHAMMAD SHARIF, J.‑This (L. P. A. No. 5 of 1949) and L. P. A. No. 40 of 1949 arise out of C. O. No. 5 of 1948 and C. O. No: 18 of 1949 respectively, the former was an application by a shareholder to wind up the Lahore Electric Supply Company and the latter to wind up the City Bank of Lahore. Both the petitions were dismissed on, the ground of want of jurisdiction in this Court. As the question of law involved is the same, the appeals may conveniently b6 decided by one judgment. The Lahore Electric Supply Company was registered under the Indian Companies Act, 1882, with its registered office at Lahore, for the purpose of supply of electrical energy to the town of Lahore. Its licence expired in 1943. The Punjab Government, refused to renew it and decided to acquire the undertaking. A sum .of Rs. 1,00,00,000 was, paid on 5th of September 1946 as part compensation. An arbitrator was 'appointed to assess the valuation of the properties of the company and since September. 1946, the activities of the company were confined to establish its claim to the compensation claimed by it from the Government. In view of the partition of the province, the Directors of the company resolved on 12th of July 1947 to transfer the registered office of the company from Lahore to Rohtak. The resolution 'was confirmed at a share‑holders' meeting held on 21st of July 1947. The application for winding up was presented to this Court on 16th of January 1948 on the grounds that the company was unable to pay its debts and that it was otherwise just and equitable that it should be wound up. An objection was taken on behalf of the company that this Court had no jurisdiction. This was given effect to by the learned Judge in Chambers, who heard the petition. It was held that the registered office of the company had, before the partition of the Province on 15th of August 1947, been validly transferred to a place now in the Indian Dominion and since then, the company had not carried on any business at any place in Pakistan. It was also held that the company could not be treated as an " unregistered company " within the meaning of section 270 of the Act ; nor could any action be taken under subsection (3) of section 271, inasmuch as, there was no evidence, that the company had, since the partition of the Province, ceased to carry on its business in Pakistan. The company was still doing what it was doing before 15th of August 1947. The petition against the City Bank of Lahore was made by a creditor, who was also a contributory of the Bank. It was registered under the Act of .1913 and had its registered office at Lahore. It had transferred its registered office to Jullundur (now a part of the Indian Dominion) before 15th of August 1947. The learned judge in Chambers, was of the opinion, that the company was unable to pay its debts and that it was just and equitable that it should be wound up. He, however, declined to make that order for the reason that the company was not an "unregistered company" under the Act, nor could it be wound up under subsection (3) of section 271 of the Companies Act as; since the partition, there wag no business carried on in Pakistan, which it had ceased to do. The first question that requires determination is: Whether a company, incorporated under the Companies Act of 1913 or the earlier Acts and which had, before 15th of August 1947 trans ferred it's registered office from Lahore to a place in the Punjab, which is not a part of the Pakistan Dominion, could or could not be considered an unregistered company " under the Act, so far as Pakistan is concerned ? The meaning of " unregistered company " is explained in section 270 of the Companies Act. This is as follows :‑-- " For the purposes of this part, the expression ` unregistered company' shall not include a railway company incorporated by Act of Parliament or by an Act of the Governor‑General, ' nor a company registered under the Indian Companies Act, 1866, or under any Act repealed thereby, or under the Indian Companies Act, 1882, or under this Act, but save as aforesaid, shall include any partnership, association or company consisting of more than seven members." The argument that prevailed with the learned judge, was, that both the companies concerned, were registered either under the Act of 1913 or under the Act of 1882 and could not, by the mere fact of the partition of the subcontinent into two separate Dominions, be held to be " unregistered companies ". It was not, however, brought to the notice of the learned Judge, that before his judgment was delivered in the City Bank of Lahore case, the Indian Companies Act, of 1913, had been adapted for Pakistan by the order of the Governor‑General, dated 25th of March 1949, known as "The Adaptation of Central Acts and Ordinances Order, 1949 ". The relevant sections, as adapted, would read thus :‑ " 1. (i) This Act may be called Companies Act, 1913. (ii) It shall come into force on the 1st day of April 1914. (iii) It extends to all the Provinces and the Capital of the Federation including British Baluchistan. 2‑A Notwithstanding anything in the last preceding section, a company, the registered office of which is in the territories of Burma, Aden or India, and which was immediately before the separation of such territories from India or Pakistan, as the case may be, a company as defined by that section,‑ (a) shall be deemed for the purposes of this Act to be a company registered and incorporated outside all the Provinces of Pakistan and the Capital of the Federation of Pakistan ; and (b) shall not, unless the subject matter so requires, be included in expressions ` Company ', Existing Company ', ' Public Company', and ` Private Company ' : provided that.‑‑ (i)For the purposes of section 277 of this Act, such a company shall, for a period of six months from the separation, be deemed to be a company incorporated and registered in the (ii) The separation shall not render valid any mortgage or charge which immediately before that date, was void against the liquidator or creditors of such a company . The word "company" under section 2 (2) of the Companies Act of 1913 means "a company formed and registered under this Act or an existing company". The term "existing company" in subsection (7) of section 2 means "a company formed and registered under the Indian Companies Act, 1866, or under any Act or Acts repealed thereby, or under the Indian Companies Act, 1882". In other words, the term "company" as defined in sub section (2) of section 2 of the Act of 1913, means "a company formed and registered under the Act of 1913 or formed and registered under the earlier Act of 1866 or 1882". The Companies Act, as adapted for Pakistan, would, they, fore, exclude from the definition of "company" or "existing company" any company which, though registered under the Act of 1913 or the earlier Acts, had, immediately before the establishment of the two Dominions, its registered office at any place outside Pakistan. The result would be, that both the Lahore Electric Supply Company and the City Bank of Lahore would, after 15th of August 1947, be "unregistered companies" under section 270 of the Act. It should make no difference, that in section 270 of the Act; the expression "existing company" is not used, and instead, reference is made to the Act of 1866 or any Act repealed thereby or the Companies Act of 1882. It has been shown above, that, by reason of the amended section 2‑A, a "company", though registered under the Act of 1913 9r the Act of 1882, could, not, if its registered office was outside Pakistan, be called a "company" or an "existing company" in the Pakistan Dominion, and it would make no sense; that while it would not fall under the definition of "company" or "existing company" under section 2 of the Act, it should still be considered a company recognised by the Dominion of Pakistan as a validly registered company for the purposes of section 270 of the (Pakistan) Companies Act. The setting up of a registered office, by a company in the Indian Dominion, before 15th of August 1947, would, in relation,‑to Pakistan, make it a foreign company. In re Strauss & Co. Ltd., reported as A. I. R. 1937 Bom. 15, Rangnekar J., dealing with section 270, observed :‑ "The marginal note of the section is :‑

`Meaning of `unregistered company'. In my opinion, the section, as far as it goes and confined to what I called the first part of it, is a definition of the expression `unregistered company'. Then the second part does not tell us, what bodies will fall within the expression `unregistered company', but that some particular kinds of bodies would be included within the expression. As a matter of construction it is clear that the section is not exhaustive. The words 'shall include' do not amount to 'shall mean and include'. It is well established that the word 'include' in the interpretation clauses is intended to be enumerative and not exhaustive. It has an extending force and it does not limit the meaning of the term to the substance of the definition. When it is intended to exhaust the signification of the word interpreted, the word 'means' is used. Further at page 17, column 1, it was pointed out :‑

"In my opinion, therefore, 'company' in this part of the section can only mean and must mean a body which has no corporate existence, not being registered under the Act. But a foreign company is a corporate body, and a legal entity, and under the law it can sue and be sued here as such. The words 'shall include' in the second part of the definition will not exclude a foreign company not registered under the Act, and such a company must fall within the expression 'unregistered company'." Similarly in In re Travancore National and Quilon Bank Ltd., reported as A. I. R. 1939 Mad. 318, Venkataramana Rao J., at page 3221 column 1, treated a foreign company as an unregis tered company" liable to be wound up under section 271 of the Act. A more opposite case, Mohan Lal Huja v. Chawla Bank Ltd., is reported as A. I. R. 1949 All.

778. The Bank was incorporated in 1932 with its registered office at Bannu in the North West Frontier Province (Pakistan). In the early Cart of 1947, in view of the communal disturbances, which preceded the partition of British India, the Bank opened a branch at Debra Dun. After 15th of August 1947, the bank became a company registered under the Indian Companies Act in its application to Pakistan and thereafter it was registered in India under section 277 of the Act in its application to India, as one of the companies established outside India. An application under section 153 for the sanction of a scheme was presented to the High Court at Allahabad and the question arose whether that could be entertained by the Court. The learned Judges, in view of the Adaptation of Existing Indian Laws Order 1947 (in similar terms as the Adaptation Order in Pakistan) held that `the bank will be considered a company registered and incorporated outside India and shall not, unless the subject‑matter or context so requires, be included in the expressions company'', `existing company', 'public company' and 'private company as defined in section 2 of the Act.

True the bank was registered in British India, under the Indian Companies Act, in its application to the whole of British India, but now, after the partition, the bank cannot be considered as a company registered under the Act in its applicability to India. The fact that the bank has now been registered with the Registrar of the Joint Stock Companies of the United Provinces under section 277 of the Act points to the same conclusion". A.I. R. 1937 Bom. 15 and A. I. R. 1939 Mad. 318 were referred to with approval. The procedure fox the winding up of "unregistered" companies is contained in section

271. The relevant portion is as follows: "(1) Subject to the provisions of this part, any unregistered company may be wound up under this Act, and all the provisions' of this Act with respect to winding up shall apply to an unregistered ed company, with the following exceptions and additions :‑ (i) an unregistered company shall, for the purpose of deter mining the Court having jurisdiction in the matter of the winding up, be deemed to be registered in the province where its principal place of business is situate or, if it has a principal place of business situate in more than one province, then in each province where it has a principal place of business ; and the principle place of business situate in that province in which proceedings are being instituted shall, for all the purposes of the winding up, be deemed to be the registered office of the company". The "principal place of business" in the case of unregistered companies would determine the forum. The expressions "principal place of business" and "carrying on business" are not necessarily synonymous, though in some cases, they may happen to coincide. The very fact that the Legislature chose to employ sometime one expression, and at another time, another expression, means that the intention was to employ there in different meanings. Sub section (1) of section 271 of the Companies Act, is a reprint of section 338, subsection (1), of the English Companies Act of 1929. In In re Tovarishestvo Manufacture Liudvig‑Rabenek (1944 L. R. 1 Ch. D. 404) Cohen, J. agreed with the observations of the Lord President in Lord Advocate v. Huron and Erie Loan & Savings Co. (1911 S. C. 612, 616) that "when the Legislature selected the phrase 'establishes a place of business, it means something other than 'carrying on business". It was pointed out that "where the Legislature intended to make the possession of an established place of business a condition of the application of any particular provision, it has said, so". At page 409 it was remarked: "I think, however, that the language of section 338, sub section (1) itself involves some limitation on the very general words 'carrying on business'. These words, as pointed out by the Lord President in the case cited, would cover such activities as touting: for loans arid for this purpose employing agents in this country, but the provisions of section 338, subsection (1), in my opinion, make it clear that an unregistered company cannot be wound up under Part X of the Act unless it has a place, not an established place, of business in Great Britain, for, unless it has such a place of business, no question can arise whether the place of business in England or the place of business in Scotland is the principal place of business". At page 410 Cohen J. posed the question:

"What was the object of the legislature",? and he himself answered it as follows : "Clearly, I think, to ensure that, if a company carried on business in this country, incurring as it must do, liabilities to creditors in this country, its assets in England should be available for its creditors ‑even though it was dissolved in its country of origin or ceased to carry on business here. If this be the object, it would clearly be defeated if a company could send members of its board of directors regularly to this country who carry on a substantial volume of business and then escape the consequences of so doing on the ground that it had not leased premises but had transacted its business from an hotel". The above case related to that of a Russian Company which was established in 1879 with its principal place of business at Moscow. From 1905 until 1914 Directors of the company came to England and transacted its business at an hotel in England. In 1920, owing to the revolution, the company was dissolved in Russia In 1944, there being assets outstanding in England, a creditor presented a petition for the winding up of the company. A question having arisen whether the Court had jurisdiction to make the order, it was held that during the material periods, the hotel was the place of business of the company in England, and that the Directors had carried on business therefrom, within the meaning of section 338, subsection (1) (b), (d) (i), of the Companies Act, 1929 ; and that the Court had jurisdiction to make the order. In In re Naamlooze Vennootsehap Handelmaatschappij Wokar (1946 L. R. Ch. D. 98 ), a company incorporated in Holland under Dutch Law had its registered office in Amsterdam, but its main business was carried on in London. The company went into voluntary liquidation in Holland under Dutch Law and a creditor in England presented a petition to wind it up in England. A search of the register of foreign companies registered pursuant to section 344 of the Companies Act, 1929, showed that the company's name was not entered therein. There were no members, officers or servants of the company at its place of business in London, but a copy of the petition was left there. The question arose whether the service of the petition was properly effected. Uthwatt ,J., observed:‑-- "The company bas not given an address for registration, as it is required to do by the Act, with the result that rule 28 is the only provision under which the petition can be served on it. Clearly the company had in this country a place of business which could; properly be called its 'principal place of business', and, in my judgment, that fact determines the place at which service was to be effected. It is irrelevant that it had also a principal place of business abroad and that‑‑if, indeed, it be the fact‑that foreign place of business was, on comparison, the one to which major importance ought to be attached. The question is, what is the principal place of business in this country ? That place is clearly the company's place of business in London. Service has been effected there in the manner prescribed by the rules and I hold, accordingly, that it was good. The learned counsel for the Bank also referred to some English decisions. The Law Journal Reports for the year 1850 at page 353 refer to a case of transfer of shares, which was not carried out in the mode prescribed. This has no relevancy. In In re Lloyd General Italiano (1885 L. R. 29 Ch. D. 219), it was held that there was no jurisdiction under the Companies Act, 1862, to wind up a foreign company which had carried on business in England by means of agents, but which had no branch office of its own there. It might be added, that there were no assets in England, though there were some creditors there. The company itself had presented the petition for the winding‑up. In De Beers Consolidated Mines, Limited v. Howe (L. R. 1906 H. L. 455), the question arose whether a foreign corporation could be held to reside in England for the purposes of income tax. It was held; that the test of residence was not, where it was registered, but where it really kept house and did its real business. The real business was carried on where the central management and control actually abode. In Okura & Co. Ltd. v. Forsbaeka Jernverks Aktiebolag (1914 L. R. 1 K. B. D. 715), the defendants were a foreign cor poration carrying on business in Sweden as manufacturers. They employed as their sole agents in the United Kingdom, a firm in London, who also acted as agents for other firms and carried on business as merchants, on their own account. The agents had no general authority to enter into contracts on behalf of the defendants, but they obtained orders and submitted them to the defendants for their approval. On being notified by the defend ants, that they accepted the orders, the agents signed contracts with the purchasers as agents for the defendants. The goods were shipped direct from the defendants in Sweden to the purchasers. The agents in some cases received payment in London from the purchasers and remitted the amount to the defendants less their agreed commission. It was held,, that the defendants were not carrying on their business at the agents' office in London, so as to be resident at a place within the jurisdiction, and that service of a writ on the agents at their office was, therefore, not a good service on the defendants. To the same effect was the earlier case Grant v. Anderson & Co., reported as 1892 L. R. 1 Q. B. D.

108. The business was never carried on in England. There were some agents only to pro cure orders on commission. The case of Noel Frederick Barwell v. John Jackson reported as A. I. R. 1948 All. 146 is of no use. It dealt with the relationship between the members of an unincorporated members' The case of Madan Goal v. Shewal Dass (A. I. R. 1934 Lah. 882) defined the expression "carrying on business" which implied some continuous control of the business by the associ ation. The cases cited above, could be of no avail, to find out the meaning of the expression "principal place of business". It has been stated above, that the term principal place of business" is somewhat different in its meaning and implication, from the other term carrying on business". 1944 L. R. 1 Ch. D. 404, dis cussed above, affords valuable guidance in understanding the meaning of the phrase place of business". It must vary according to the nature of the company's business. The evidence produced in the case, may now be examined, to see, if the Lahore Electric Supply Company, had a "place of business" at Lahore; at any time after 15th of August 1947. It has been mentioned in the beginning, that the company had long ceased .to generate and supply electricity to Lahore. The only business, the company was engaged in, since the year 1943, was to establish, with reference to its records and the other material in its possession, the value of its goods, machinery and other equipment etc., before the arbitrator appointed for the purpose. Mr. M. P. Modi, a Director of the Lahore Electric Supply Company, was examined as R. W.

1. He admitted that the Lahore office of the company was closed for ten days, on the 10th of August 1947, and was not opened thereafter. The staff at Lahore, which was purely non‑Muslim, left Lahore, for, East Punjab, during the disturbances, and had to be collected by means of an advertisement later at Delhi. Since the 10th of August 1947, there has been no single member of the staff' of the company in Lahore, nor, according to the witness, has there been any office here. It would be clear from this statement, that the Lahore office was not abolished. It was temporarily closed for ten days, in the hope, that the conditions in the Province, which were greatly disturbed at the moment, would return to normal. It was further conceded, that in the Directors resolution of 17th of July 1947, it was decided, that the account. books should continue to be kept and maintained at Lahore. The main business of the company, it was readily admitted, at that time, was to work out valuation of the undertaking, which bad already been transferred to Government. There were assets of the Company, besides those takenwover by the Government, such as, stores, machinery, some buildings, furniture, etc, When the staff left Lahore, there was no one besides chowkidars to look after the property left behind. Later, these chowkidars also left, and at a later date, the company asked Sardar Riffat Hayat Khan to look after the company's assets here. Lala Munshi Ram, Secretary, Lahore Electric Supply Company, was examined as R. W.

6. It was admitted by him, that "after the departure of the company from Lahore, it had no business left here. All that the company is now interested in, on this side, is the valuation of the undertaking. Practically, ‑all the property of the company, outside the undertaking, had been sold much earlier, about 1944 ". Mr. Kirk, Electrical Engineer of Merz and. Maclellan Co., appeared as P. W.

2. He deposed that his, principals had been employed for valuing the physical assets of the late Lahore Electric Supply undertaking. He had had occasion to refer to the records of the company. He obtained access to the records, under a letter of authority issued by the Chief Administrative Officer of the Lahore Electric Supply Company at Delhi, to the chowkidar in charge of the building. He, however, could not tell, if the chowkidar was an employee of the Lahore Electric Supply Company or not. The above evidence would clearly show, that the company continued to maintain its office at Lahore, even after it had, by resolution of the Directors, shifted the headquarters of the company, to a place now a part of the Indian Dominion. The records of the company, were also kept at Lahore, and this was necessary, in order to enable it, to refer to them, in support of its claim, against the Punjab Government. It is another matter that the non‑Muslim staff, could not return to duty at Lahore, after the 20th of August 1947. The company was then engaged in no business " other than that of proving its claim, against the Government, and the place where the records were kept and wherefrom, the requisite material was to be supplied in support of the claim, would be considered to be the " principal place of business "situated in Pakistan. Some indication of the place, which might be called a " place of business ", may be obtained from the rules made by the High Court, under section 246 of the Indian Companies Act. The mode of service of a notice, is contained in rule

7. It says :‑

" Every such petition shall, unless presented by the company, be served at the registered office (if any) of the company, and where there is no registered office, then at the principal or last known principal place of business of the company, if any such place can be found, by leaving a copy with any Director, officer or servant of the company there, or in case no such Director, Officer or servant can be found there, then by being left at or affixed to the door or wall of such registered office or principal place of business, or being served in such other manner as the judge may direct ". Service thus effected would be perfectly valid in. law and would give the Court jurisdiction, to act under the Companies Act. That would be considered to be the "residence " of the company, and there would be no question of the Courts of this country seeking to enforce jurisdiction over persons not resident there. The status of a company in Pakistan, having its registered office in the Indian Dominion on 15th of August 1947, was discussed above in the light of the Adaptation of Central Acts and Ordinances Order, 1949. Even without it, such a company could rank only as an " unregistered company" in Pakistan, after the establishment of two independent Dominions on 15th of August 1947. Under the Pakistan (Adaptation of Existing Pakistan Laws) Order, 1947, which came in force on 15th of August 1947, it was provided in Article 4 (2) that " references in any existing Pakistan law to `the whole of British India' shall, except where the reference occurs in a title or preamble or any citation or description of an Act, Ordinance or Regulation and except where the context otherwise requires, be replaced by references to all the Provinces of Pakistan ". The effect of this was, that in the Indian Companies Act of 1913, subsection (3) of section 1 would read: " It extends to all the Provinces of Pakistan including Baluchistan. A company, which on 15th of August 1947 had its registered office not in Pakistan, could not be considered a company incorporated under the Companies Act of 1913 as applicable to the Pakistan Dominion. No company, association or partnership consisting of the number of members prescribed in section 4 of the Act could carry on business unless it was registered as a company under the Act. Under section 22, the memorandum and the articles (if any) shall be filed with the Registrar, for the province, in which the registered office of the company is stated by the memorandum to be situate and he shall retain and register them. On the registration of the memorandum of the company, the registrar shall issue a certificate under section 23, that the company is incorporated. A special procedure for the change of the place of Registered office from one province to another is laid down in section 12, and it shall not be done until it is confirmed by the High Court on petition. A change of the registered office within the same province could be effected by notice to the Registrar under subsection (2) of section

72. Reading the above provisions together, it shall follow, that a company registered under the Companies Act, must have a registered office at a place, within the country, in which it is incorporated. To put it conversely, the situation of the registered office of a company would fix the country of its registration. The partition of the Indian sub‑continent into two Dominions made it necessary that the company should be considered to have been incorporated in the. Dominion in which its registered office was situated. This had become imperative to avoid confusion. Before the partition, the territories comprised in Pakistan and Bharat were known as British India " to which the Companies Act of 1913 extended. At that time, a registered company could ,have its registered office at any place within " British India." This,, however, could not continue after 15th of August 1947. A company could not be considered to have been registered in both the Dominions simultaneously,. It was to be taken to have been registered in 'the Dominion in which it had its registered office, and if it continued to carry on business in the other Dominion, it could do so only as an unregistered company. The same considerations shall, apply where the company was registered under the earlier act of 1882. A fresh registration after 15th of August 1947 was not essential because at the time it was registered, it was registered under the Act which applied to the whole of British India. In the changed, conditions due to the establishment of two independent States, a company, whether in corporated under the not of 1913 or the Act of 1882, but having its registered office outside Pakistan, could not be described as a company under one or the other Act in its relation to Pakistan Dominions and shall fall under section 270 within the definition of an unregistered company. To say that a company was registered in one Dominion, and its registered office was situated in the other, is a contradiction in terms. The country of its registration and the place of its registered office must be the same. The City Bank of Lahore had transferred its registered office to Jullundur (in India) some time before partition. It did business at Lahore till 10th of August 1947. There is no evidence, that any place of business was kept or any business was carried on, at Lahore, after 15th of August 1947. The City Bank of Lahore, however, was ordered to be wound‑up, by the East Punjab High Court on 13th of August 1948. It is undisputed, that there are some assets, still lying in Pakistan. The petition for winding‑up to this Court, was made on 28th of March 1949 and the learned single judge, though inclined to make an order in favour of the petitioner, followed his judgment in the Lahore Electric Supply Company case and came to the conclusion, that this Court had no jurisdiction in the matter. The petition in this case, was made, after the Adaptation Order of 1949 was promulgated. It is definitely retrospective, in its operation as would be clear from Article 3 of the said Adaptation Order. The relevant portion of Article 3 reads.:‑-- " (1) The Central Acts and Ordinances specified in the Schedule to this Order shall, until repealed or altered or amended by a competent Legislature or other competent authority, have effect and be deemed to have at all material times had effect subject to the adaptations directed by that Schedule and by paragraph (2) of this Article. (2) Whenever the expression ` the whole of British India,' or the expression `British India' otherwise than in the expression ` the whole of British India,' occurs in a Central ‑Act or Ordinance, whether in an Act or Ordinance specified in the Schedule to this Order or not, then, unless that expression is by that Schedule directed to be otherwise modified, or to be omitted, there shall be substituted for the first expression, the expression ' ail the Provinces,' and for the second expression, the expression ` the Provinces.' (3) References in paragraph (2) of this Article and in the Schedule to this Order to any Central Act or Ordinance shall be construed as references to that Act or Ordinance as amended ` or modified by any subsequent Act or Ordinance or by any Order previous to this Order and as in force in Pakistan immediately before the coming into force of this Order." Article (5) is in the following terms :‑ " (5) The provisions of this Order shall have effect notwith standing anything to the contrary contained in the Pakistan (Adaptation of Existing Pakistan Laws) Order, 1.947, or in any other Order made under the powers conferred by subsection (i) of section 9 of the Indian Independence Act, 1947, before the coming into force of this Order." To realise in full the scope and the object of Article 3 of the Adaptation Order of 1949, it would be desirable to keep before oneself, the situation that had arisen, on the partition of the sub continent into two independent Dominions and the difficulties and complications that had ensued in consequence thereof. At page 22 of Maxwell on Interpretation of Statutes, 1946 edition, it was observed :‑‑‑ " To arrive at the real meaning, it is always necessary to get an exact conception of the aim, scope, and object of the whole Act ;‑to consider, according to Lord Coke ;

1. What was the law before the Act was passed ;

2. What was the mischief or defect for which the law had not provided ;

3. What remedy Parliament has appointed ; and

4. The reason of the remedy. According to another authority, ` in order to interpret properly any statute, it is as necessary now as it was, when Lord Coke reported Heydon's Case, to consider, how the law stood, when the statute to be construed was passed, what the mischief was, for which the old law did not provide, and the remedy provided by the statute to cure that mischief '." The preamble of the Adaptation Order, 1949, may also be referred to, as according to Maxwell at page 46 : " The preamble of a statute has been said to be a good means of finding out its meaning, and, as it were, a key to the understanding of it ; and, as it usually states, or professes to state, the general object and intention of the Legislature in passing the enactment, it may legitimately be consulted to solve any ambiguity, or to fix the meaning of words which may have more than one, or to keep the effect of the Act within its .real scope, whenever the enacting part is in any of these respects open to doubt." The preamble is as follows:‑-- " And whereas subsection (1) of section 9 of the said Act provides that the Governor‑General shall by order make such provision as appears to him to be necessary or expedient for bringing the provisions of the said Act into effective operation and for removing difficulties arising in connection with the transition to the provisions of said Act." Before 15th of August, 1947, the whole of the sub‑continent, was under one sovereignty and governed by the same laws. When it was split up into two independent Dominions, the old laws were still to continue in force as laid down in section 18 of the Indian Independence Act, 1947, till they were amended or changed. The fields, in which the old laws were to operate, however, became distinct and separate. The same Act, which, previous to 15th of August, 1947, governed the entire country, was henceforth to be confined to the territory of one Dominion or the other. The name of the statute may be the same ; its provisions may be the same, but its application was limited to the extent of the territory comprised in India or in Pakistan. The law of one country was not to, and could not, govern the subjects of another country. The companies, which continued to work with their headquarters in Pakistan, after 15th of August, 1947, were to be treated, as the companies registered under the Companies Act (of Pakistan). In the same manner, the Companies, which, on 15th of August, 1947, had their registered offices in India, were to be considered as hav ing been registered under the Companies Act (of India). Where any such company diany business in the dominion, in which it was not "registered", it could operate only as an "unregistered" company. It would be simply creating confusion, ,if it were to be held, that a company registered under the Act of 1913 or the earlier Act, but which had no registered office in Pakistan, could still be taken to be a company validly registered in Pakistan, fort purposes of section 270 of the Companies Act. The Legislature should be presumed to be aware of the fact, that some Companies which had for a number of years, transacted business in Pakistan, had in anticipation of the partition of the country, moved bag and baggage to a place outside it. The com pany had incurred obligations, contracted debts and other liabilities at places, where it had worked for years and had suddenly shifted its headquarters, to the other Dominion, without making any arrangement, for the discharge of its obligations and the payment of the debts to the persons still residing in the territory, from which it had migrated. Some provision had to be made to remedy this injustice and to make it possible for the people still residing in Pakistan, to take effective steps against the companies; which were no longer working in Pakistan. This was done by enacting the Adaptation of Central Acts and Ordinances Order of 1949 and particularly Article 3. ' The Adaptation Order of 1949 "shall have effect and be deemed to have at all material times had effect", and the correct signifi cance and import of "material times" have to be ascertained. The words "be deemed to have at all material times had effect" mean that the Central Acts, etc., specified in the Schedule, as adapted, were not really in force but shall be taken to have been in force `'at all material times". The word "material" in its ordinary meaning, connote, impor tant, especially of legal importance ; substantial ; and relevant or in issue. The date of the establishment of two Dominions, is a material fact ; the representation of an application for winding‑up, is another material fact; and the date, on which the company incurred contractual obligations, is still another material fact, transcending in importance and consequences, the other ones. In 1944 Ch. D. 404, referred to above, the Directors of a Russian Company, came to England and transacted its business at a hotel in England from 1905 until 1914. The application for winding‑up was made by a creditor in 1944. It was held that "during the material periods the hotel was the place of business of the com pany in England". The period during which the business in England was done, was considered the "material period", and, in the language of the Adaptation Order of 1949, may be said to be the "material times". The Adaptation Order of 1949 would, therefore, clearly cover the business done by a company in Pakistan territory at a time, when there was no Pakistan in existence and the whole of the sub continent was under the British rule. To give it different meaning, would be not only inconsistent with the language used in Article 3 but would also defeat the very object and the purpose, for which the Adaptation Order of 1949 was intended. It was contended by the learned counsel for the Company, that the Adaptation Order of 1949 was ultra vises the Governor- General. Under subsection (3) of section 18 and subsection (1) of section 9 of the Indian Independence Act, 1947, read with sub section (5) of that section, the Governor‑General of Pakistan was authorised to make the necessary adaptations to the laws, at any time before the 31st day of March, 1948. Subsection (5) of section 9 of the Indian Independence. Act, 1947, was amended by the Constituent Assembly of Pakistan on 17th of March 1948, and the time was extended to' 31st of March, 1949. There can be no doubt that the Constituent Assembly was fully competent to make this amendment. Subsection (3) of section 271 of the Companies Act may now be considered. It runs :‑ "Where a Company incorporated outside all the Provinces of Pakistan which has been carrying on business in all the Pro vinces of Pakistan, cesses to carry on business in all the Provin ces of Pakistan, it may be wound up as an unregistered company under this Part, notwithstanding that it has been dissolved or otherwise ceased to exist as a company under or by virtue of the laws of the country under which it‑was incorporated". This subsection was inserted by the 1936 Amending Act and followed section 338 (2) of the English Act, providing for the winding‑up of companies incorporated outside British India. This will enable the Court to deal effectively with fraudulent companies incorporated outside British India and which had been dissolved or had ceased to exist, under the laws of the country, in which they were incorporated. This subsection to the English Com panies Act, was added to meet the situation created by the Russian revolution, which dissolved the companies in Russia. The subsection would make it possible to proceed against the company, which had at anytime done business in the past, though at the moment the petition for winding‑up was made, it was no longer in existence as a corporation. The place where the business was done, would be considered the "principal place of business" for the purpose of giving jurisdiction to the Court. This subsection would not be relevant for the purposes of these appeals as the companies are still existing as companies in the other Dominion. We would hold, therefore, that this Court has jurisdiction to make a winding‑up order, if the other conditions are satisfied. Both the appeals 'are accepted with costs. The City Bank of Lahore would have been ordered to be wound up by the learned judge in Chambers, if he had decided in favour of jurisdiction. This shall be wound‑up and the case shall go back to the Liquidation judge for further proceedings in the matter. As to the Lahore Electric Supply Company, the Liquidation judge shall further go into the matter to see, if the company is unable to pay debts or it is otherwise just and equitable that the com pany should be wound‑up. S. A. RAHMAN, J.‑I agree in the conclusions reached and the order proposed, by my learned brother and wish to add a few words. The main question arising in these two cases is whether a company which was ‑registered under the Indian Companies Act, 1913, or the Act of 1882, but whose registered office is located in India, after the partition of the country into India and Pakistan, falls within the definition of 'an "unregistered company" qua Pakistan or not. As has been pointed out by my learned brother, the word "company" as defined in subsections (1) (2) of section 2, of the Companies Act, .would not include a company, the regis tered office of which is situate in the territories of India, after the partition, by virtue of section 2‑A of the Act, unless the subject‑matter in any particular provision so requires. The expression "unregistered company" is defined by section 270 of the Act. It is admittedly not an exhaustive definition. The word "company", apart from its presence in the expression to be defined, occurs in this section, at three places. At the first place it is qualified by the word railway and we need not concern ourselves with that expression ' which is not relevant to the present case. The second place where the word occurs is in the expres sion "a company registered under the Indian Companies Act. 1866, etc." and for the third tune it occurs in the clause "but, save as aforesaid, shall include any partnership, association or company consisting of more than seven members". It appears to me that the word "company" where it occurs in the second place in the section, would not include a company whose registered office is located in India after the partition and therefore the exclusion clause of this section is not attracted to companies with registered offices in India, although they may have been registered under the Indian Companies Act, 1866, or under any Act repealed thereby, or under the Indian Companies Act, 1882,1 or the Indian Companies Act, 1913. The subject‑matter in this part of the section does not require the inclusion of such com panies within the expression "company" whereas section 2‑A clearly excludes them. Obviously, however, the word "company" occurring in the last line of the section would include all such companies, as the context would indicate. On a strict construc tion of the section, therefore, in the light of section 2‑A of the Act, I find that the two companies with which we have to deal in the present cases, must be regarded as unregistered companies qua Pakistan. The Adaptation of Central Acts and Ordinances Order, 1949, is clearly retrospective in its effect so that both companies are covered by the provisions and the amended section 2‑A of the Companies Act. I agree that in the case of the Lahore Electric Supply Company. Limited, it must be found on the evidence that the company retained its office at Lahore even‑ after the partition and that the jurisdiction of this Court to wind up this company exists, subject to the other provisions of section 271 of the Act being satisfied. A question that calls for determination in the case of the City Bank of Lahore is whether the business which it carried on before the partition as a registered company at Lahore, can be availed of to invoke jurisdiction of this Court after the parti tion, when as a consequence of the partition, the company is no longer registered in Pakistan. There is continuity in the forum the lex fori and the management of the company in question, from the time before the partition of the country up till now. By the mere accident of the partition, however, the legal status of the company has changed from that of a registered company to that of an unregistered one. The company still has assets here. The territory in which it did its business before the appointed date is part of the Pakistan Dominion after that date. On the principle laid down in 1944 Ch. D. 404, I would be inclined to accede to the contention, therefore, that this Court would have jurisdiction to wind‑up this company, grounded on the fact that the company had been doing business within the territories forming part of Pakistan before the partition. The only difference caused by the partition is that section 271 of the Act is attracted to the case. A. H. Appeal accepted.