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Company Law

Notes Section 592 requires that every foreign company which establishes a place of business in India,
must, within 30 days of the establishment of such place of business, file with the Registrar of
Companies at New Delhi and also the Registrar of Companies of the State in which such place of
business is situated: (a) A certified copy of the memorandum and articles of the company and if
they are not in English, then a certified translation thereof; (b) the full address of the registered
office of the company; (c) a list of the directors of the company and its secretary with full
particulars of their nationality, address and business or occupation; (d) the names and addresses
of one or more persons resident in India who are authorised to accept service of process or notice
or other documents to be served on the company; and (e) the address of the principal place of
business in India.
Section 593 provides that in case of any alteration in any of the above particulars, the company
has to file with the Registrar of Companies a return of such alteration within the prescribed
time.

Section 594 makes the application of the provisions regarding books of account to be kept by a
company under s.209 to a foreign company so far as it concerns its business in India. The books
of account must be kept at the principal office in India and three copies of balance sheet, profit
and loss account and other documents must be delivered to the Registrar with a list in triplicate
of all places of business in India.
Section 595 requires a foreign company to exhibit conspicuously on the outside of every office
or place of business in India the name of the company and ‘limited’ or ‘private limited,’ if it is a
limited company and the country in which it is incorporated in English as well as in the local
languages in general use in the locality in which the office is situated. Also the prospectus issued
in India must contain this information.
Section 596 provides the procedure for service of any process, notice or other documents on a
foreign company and it shall be deemed to have been served, if addressed to any person whose
name has been delivered to the Registrar of Companies under s.592.
Section 597 provides that the foreign company must also deliver the documents under s.592 to
the Registrar of Companies, New Delhi.
Section 598 provides penalty for default in complying with any of the foregoing requirements.
The company and every officer of the company who is in default shall be punishable with fine
up to 10,000 and in the case of a continuing default with an additional fine up to 1000 for every
day during which the default continues.
Section 599 provides that the foreign company which fails to comply with the foregoing provisions
is prohibited from enforcing any contract by way of a suit, set-off or counter-claim, although it
will be liable to be sued in respect of any contract it may have entered into.
Section 600 makes the application of the following Sections to a foreign company: Sections 124-
145; 118; 209; 159-160; 209A; 601-608.
Section 584 provides for the winding up of a foreign company. Where a foreign company, which
has been carrying on business in India, ceases to carry on such business in India, it may be
wound up as an unregistered company under Part X (Ss.582-590), notwithstanding the fact that
the company has been dissolved or ceased to exist under laws of the country in which it was
incorporated.

Task A group of promoters propose to establish a company for charitable purposes
without the addition of the word ‘Limited’ as part of its name. Discuss briefly the procedure
to be followed in addition to the normal procedure for incorporation of a company.

38 LOVELY PROFESSIONAL UNIVERSITY