High Court · 2010

The sole respondent herein is a private company duly registered 3. under the Companies Act, 1956 having its registered office at Nalbari and also h aving a manufacturing unit at Amingaon, Guwahati in the District of Kamrup, Assa m. The respondent is carrying on business in manufacturing and supply of packed drinking water through containers of various sizes like 250 gram, 1 liter, 6 lit ers and 20 liters etc. on payment of value thereof. The petitioner No. 1 is a pr oprietorship firm having its Chief Managerial office at Nagaon represented by it s proprietor Sri Binod Kumer Khetawat, petitioner No. 2 while Sri Pankaj Khetawa t is the Manager of the said firm, petitioner No.3. Petitioner No. 1 was appoint ed as distributor under the respondent and to that effect an agreement was enter ed into. The contract of distributorship with the petitioners was subject to ren ewal from year to year and the petitioner renewed it for the first time on 17-8- 2008. At the time of aforesaid renewal a total sum of Rs. 47,472/- remained due from the petitioners. Notwithstanding of the indicated sum as due to the respond ent, respondent allowed renewal on good faith. But on the ground of non-payment of the amount as indicated above, the respondent served legal notice for payment of the sum within stipulated period with interest at the rate of 24% per annum. Respondent neither received any reply to the notice nor payment was made by the petitioners within the time as indicated in the notice. Having been not receive d the sum due from the petitioners, the respondent filed Money Suit No. 71 of 20 08 in the court of Munsiff No. 1, Nalbari for realisation of the amount with int erest at the rate of 24% on the amount due together with an amount of Rs. 2000 b eing non-recurring expenditure prior to litigation and the cost of the suit.

4. It would be appropriate to mention that by the agreement the pet itioners and the respondent herein reciprocally bounded each other to comply wit h their respective part in supply of packed drinking water to the petitioners an d in respect of payment thereof. Accordingly in compliance with such conditions plaintiff supplied packed drinking water to the petitioners from time to time th rough the carrier of the petitioners supported by necessary invoices, challans a nd on being received the petitioners acknowledged the same. During such course o f transaction respondent was to make entries in its books of accounts and after going through the same, an amount of Rs. 47,472 was found due from the petitione rs, accordingly, respondent demanded the sum with interest vide notice dated 22- 5-2008.

5. On account of filing of the suit as indicated above in the court of Munsiff No. 1, at Nalbari by the respondent, an objection to the jurisdictio n under Section 21 of the Civil Procedure Code was filed by the petitioner No. 3 , the Manager of the petitioner No. 1. The learned Munsiff after hearing the par ties, taking recourse to the judgment and order dated 13-3-2007 passed in CRP No . 215 of 2006 by this court rejected the application made by the petitioner No. 3, the manager of the petitioner No. 1 holding that the court of Munsiff No. 1 N albari would have the territorial jurisdiction to try the suit. Being aggrieved thereby, the petitioners have approached this court by filing this instant revis ion petition.

6. Under Section 146 of the Companies Act, 1956, a company shall ha ve a registered office to carry on business to which all communications and noti ces may be addressed. Thus a company normally is to carry on its business from t he registered office. According to explanation Section 20 of the Code of Civil P rocedure, 1908, a corporation shall be deemed to carry on business at its sole o r principal office in (India) or, in respect of any cause of action arising at a ny place where it has also a subordinate office, at such place. Therefore, from the explanation it has become crystal clear that the corporation shall be deemed to carry business at its principal office.

7. From the plaint as well as from the application filed by the pet itioners raising jurisdictional objection, it appears that the respondent being a private registered company has its registered office at Nalbari and as such re spondent shall be deemed to carry on business at Nalbari even though it has a su bordinate office at Amingaon, Guwahati, where the manufacturing unit is situated .

8. Petitioners were the distributor appointed by the respondent whi ch entered into an agreement with the respondent for distribution of the product ([packed drinking water) manufactured with terms and conditions incorporated th erein and was purchasing the same on payment of price sometime on credit basis a lso. Accounts were maintained by the respondent and a sum of Rs. 47,472/- remain ed due from petitioners. On account of non-payment of the amount on repeated dem and the respondent filed the suit in the court at Nalbari. In the objection, it was contended that since the respondent is running its business at and from Guwa hati where from the supply rather distribution is made on payment of considerati on and when seldom supply is made at Nagaon where the petitioners reside either courts at Guwahati or Nagaon would have territorial jurisdiction to try the suit because of arising of cause of action partly at Guwahati and partly at Nagaon. Further it was also objected that since the petitioners are residing at Haibarga on, Nagaon; courts at Nagaon would have also jurisdiction to try the suit. As no cause of action has/had ever arisen at Nalbari, court of Munsiff No. 1, Nalbari would have no jurisdiction to try the Money Suit filed by the respondent.

9. Section 20 of the Civil Procedure Code, 1908 speaks about instit ution of other suits where the defendants reside or cause of action arises. It r eads as follows : (cid:28)20. Other suits to be instituted where defendants reside or cause of action ari ses.--- Subject to the limitations aforesaid, every suit shall be instituted in a Court within the local .limits of whose jurisdiction---- (a) the defendant, or each of the defendants where there are more than one, at the time of the commencement of the suit, actually and voluntarily resides, o r carries on business, or personally works for gain; or (b) any of the defendants, where there are more than one, at the time of the commencement of the suit, actually and voluntarily resides or carries on busine ss, or personally works for gain, provided that in such case either the leave of the Court is given, or the defendants who do not reside, or carry on business, or personally work for gain, as aforesaid, acquiesce in such institution; or (c) the cause of action, wholly or in part, arises. (cid:29) Therefore, a suit other than the class of suits described in Sec tion 16 of the Civil Procedure Code shall be instituted in a court within the lo cal limits of whose jurisdiction the defendant or each of the defendants where t here are more then one, at the time of commencement of the suit actually and vol untarily resides, or carries on business or personally works for gain or cause o f action, wholly or in part arises. Since defendants, the petitioners are living at Nagaon and a part of cause of action arises at Guwahati, courts at Guwahati or Nagaon would have jurisdiction to try the suit. Courts at Nalbari would have no jurisdiction to try the suit Mr. K. Das Argued.

10. Contrary to the argument it was argued by the counsel for the re spondent that the respondent’s having its registered office at Nalbari to which all communications, notices are addressed and mainly carries on business therefr om, despite having its subordinate office at Guwahati where the manufacturing un it is located, the courts at Nalbari would also have jurisdiction to try the sui t filed by it in the face of the facts and circumstances of the case. A part of cause of action arose in Nalbari also. Price was paid in terms of the agreement, which is an integral part of the performance of the contract. Section 146 of th e Companies Act, and explanation to Section 20 of the Civil Procedure Code make it clear that the price of the packed drinking water could be paid at Nalbari or also at Guwahati where ordinarily packed drinking water was delivered by the re spondent to the petitioners. Under clause (c) of Section 20 of Civil Procedure C ode, suit can also be filed in competent court in whose territorial jurisdiction cause of action partly arises.

11. In the facts and circumstances of the case courts at Nagaon, Guw ahati and also at Nalbari would have territorial jurisdiction to try the money s uit filed by the plaintiff-respondent, since cause of action also partly arose a t Nalbari. Court of Munsiff No. 1 would have certainly territorial jurisdiction to try the suit.

12. For the reasons discussed above, this court is of considered vie w that the impugned judgment and order requires no interference from this end. A ccordingly, this revision petition is dismissed being devoid of merit.

13. No cost.