Where a body corporate incorporated outside India which has been carrying on business in India, ceases to carry on business in India, it may be wound up as an unregistered company under this Part, notwithstanding that the body corporate has been dissolved or otherwise ceased to exist as such under or by virtue of the laws of the country under which it was incorporated.
(1) In the event of an unregistered company being wound up, every person shall be deemed to be a contributory, who is liable to pay, or contribute to the payment of,-
(a) Any debt or liability of the company; or
(b) Any sum for the adjustment of the rights of the members among themselves; or
(c) The costs, charges and expenses of winding up the company.
(2) Every contributory shall be liable to contribute to the assets of the company all sums due from him in respect of any liability to pay or contribute as aforesaid.
(3) In the event of the death or insolvency of any contributory, the provisions of this Act with respect to the legal representatives of deceased contributors, or with respect to the assignees of insolvent Contributors, as the case may be, shall apply.
The provisions of this Act with respect to staying and restraining suits and legal proceedings against a company at any time after the presentation of a petition for winding up and before the making of a winding up order, shall, in the case of an unregistered company, where the application to stay or restrain is by a creditor, extend to suits and legal proceedings against any contributory of the company.
Where an order has been made for winding up an unregistered company, no suit or other legal proceeding shall be proceeded with or commenced against any contributory of the company in respect of any debt of the company, except by leave of the1*[Tribunal] and except on such terms as the1*[Tribunal] may impose.
(1) If an unregistered company has no power to sue and be sued in a common name, or if for any reason it appears expedient the1*[Tribunal] may, by the winding up order or by any subsequent order direct that all or any part of the property, movable or immovable (including actionable claims), belonging to me company or held by trustees on its behalf, shall vest in the Official Liquidator by his official name; and thereupon the property or the part thereof specified in the order shall vest accordingly.
(2) The Official Liquidator may, after giving such indemnity, if any, as the1*[Tribunal] may direct, bring or defend in his official name any suit or legal proceeding relating to that property, or which it is necessary to bring or defend for the purpose of effectually winding up the company and recovering its property.
(1) The provisions of this Part with respect to unregistered companies shall be in addition to and not in derogation of, any provisions here in before in this Act contained with respect to the winding up of companies by the1*[Tribunal].
(2) The1*[Tribunal] or Official Liquidator may exercise any powers or do any act in the case of unregistered companies which might be exercised or done by the1[Tribunal] or Official Liquidator in winding up companies formed and registered under this Act:-
Provided that an unregistered company shall not, except in the event of its being wound up, be deemed to be a company under this Act, and then only to the extent provided by this Part.
Nothing in this Part shall affect the operation of any enactment which provides for any partnership, association or company being wound up, or being wound up as a company or as an unregistered company, under the Indian Companies Act, 1913 (7 of 1913), or any Act repealed by that Act:-
Provided that references in any such enactment to any provision contained in the Indian Companies Act, 1913 (7 of 1913), or in any Act repeated by that Act shall be read as references to the corresponding provision, if any, contained in this Act.
1*[(1)] Sections 592 to 602, both inclusive, shall apply to all foreign companies, that is to say, companies falling under the following two classes, namely:-
(a) Companies incorporated outside India which, after the commencement of this Act, establish a place of business within India; and
(b) Companies incorporated outside India which have, before the commencement of this Act, established a place of business within India and continue to have an established place of business within India at the commencement of this Act.
2*[(2) Notwithstanding anything contained in sub-section (1), where not less than fifty per cent of the paid up share capital (whether equity or preference or partly equity and partly preference) of a company incorporated outside India and having an established place of business in India, is held by one or more citizens of India or by one or more bodies corporate incorporated in India, or by one or more citizens of India and one or more bodies corporate incorporated in India, whether singly or in the aggregate, such company shall comply with such of the provisions of this Act as may be prescribed with regard to the business carried on by it in India, as if it were a company incorporated in India.]
(1) Foreign companies which, after the commencement of this Act, establish a place of business within India shall, within1[thirty days] of the establishment of the establishment of the place of business, deliver to the Registrar for Registration-
(a) A certified copy of the charter, statutes, or memorandum and articles, of the company or other instrument constituting or defining the constitution of the company; and, if the instrument is not in the English language, a certified translation thereof;
(b) The full address of the registered or principal office of the company;
(c) A list of the directors and secretary of the company, containing the particulars mentioned in sub-section (2);
(d) The name and address or the names and addresses of some one or more persons resident in India, authorised to accept on behalf of the company service of process and any notices or other documents required to be served on the company; and
(e) The full address of the office of the company in India which is to be deemed its principal place of business in India.
(2) The list referred to in clause (c) of sub-section (1) shall contain the following particulars, that is to say:-
(a) With respect to each director,-
(i) In the case of an individual, his present name and surname in full, any former name or names and surname or surnames in full, his usual residential address, his nationality, and if that nationality is not the nationality of origin, his nationality of origin, and his business occupation, if any, or if he has no business occupation but holds any other directorship or directorships, particulars of that directorship or of some one of those directorships; and
(ii) In the case of a body corporate, its corporate name and registered or principal office; and the full name, address, nationality, and nationality of origin, if different from that nationality, of each of its directors;
(b) With respect to the secretary, or where there are joint secretaries, with respect to each of them-
(i) In the case of an individual, his present name and surname, any former name or names and surname or surnames, and his usual residential address; and
(ii) In the case of a body corporate, its corporate name and registered or principal office:- Provided that, where all the partners in a firm are joint secretaries of the company, the name and principal office of the firm may be stated instead of the particulars mentioned in clause (b) of this sub-section,
(3) Clauses (2) and (3) of the Explanation to sub-section (1) of section 303 shall apply for the purpose of the construction of references in sub-section (2) to present and former names and surnames as they apply for the purposes of the construction of such references in sub-section (1) of section 303.
(4) Foreign companies, other than those mentioned in sub-section (1), shall, if they have not delivered to the Registrar before the commencement of this Act the documents and particulars specified in sub-section (1) of section 277 of the Indian Companies Act, 1913 (7 of 1913), continue to be subject to the obligation to deliver those documents and particulars in accordance with that Act.
(a) The charter, statutes, or me morandum and articles of a foreign company or other instrument constituting or defining the constitution of a foreign company; or
(b) The registered or principal office of a foreign company; or
(c) The directors or secretary of a foreign company1[***]; or
(d) The name or address of any of the persons authorised to accept service on behalf of a foreign company; or
(e) The principal place of business of the company in India; the company shall, within the prescribed time, deliver to the Registrar for registration a return containing the prescribed particulars of the alteration.
(1) Every foreign company shall, in every calendar year,-
(a) Make out a balance sheet and profit and loss account in such form, containing such particulars and including or having annexed or attached thereto such documents (including, the particular documents relating to every subsidiary of the foreign company) as under the provisions of this Act it would, if it had been a company within the meaning of this Act, have been required to make out and lay before the company in general meeting; and
(b) Deliver three copies of those documents to the Registrar:-
Provided that the Central Government may, by notification in the Official Gazette, direct that, in the case of any foreign company or class of foreign company the requirements of clause (a) shall not apply, or shall apply subject to such exceptions and modifications as may be specified in the notification.
(2) If any such document as is mentioned in sub-section (1), is not in the English language, there shall be annexed to it a certified translation thereof.
(3) Every foreign company shall send to the Registrar with the documents required to be delivered to him under sub-section (1), three copies of a list in the prescribed form of all places of business established by the company in India as at the date with reference to which the balance sheet referred to in sub-section (1), is made out.
Every foreign company shall-
(a) In every prospectus inviting subscriptions in India for its shares or debentures, state the country in which the company is incorporated;
(b) Conspicuously exhibit on the outside of every office or place where it carries on business in India, the name of the company and the country in which it is incorporated, in letters easily legible in English characters, and also in the characters of the language or one of the languages in general use in the locality in which the office or place is situate;
(c) Cause the name of the company and of the country in which the company is incorporated, to be stated in legible English characters in all business letters, bill-heads and letter paper, and in all notices,1[***] and other official publications of the company; and
(d) If the liability of the members of the company is limited, cause notice of that fact-
(i) To be stated in every such prospectus as aforesaid and in all business letters, bill-heads, letter paper, notices, advertisements and other official publications of the company, in legible English characters; and
(ii) To be conspicuously exhibited on the outside of every office or place where it carries on business in India, in legible English characters and also in legible characters of the language or one of the languages in general use in the locality in which the office or place is situate.
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