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Amalgamation

Amisha (Asst. Company Secretary) (205 Points)

19 August 2010

Dear Friends

want to know that can an Indian Court pass an order of Amalgamation that has the winding up effect in respect of the Foreign Company.

pls let me know if there is any case law on the same.

Thanks & Regards,

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2 Replies

HARDIK (COMPANY SECRETARY NCFM (Corporate Governance )) (664 Points)
Replied 19 August 2010

Hi hope the follwoing will sort out your query.

A foreign company is a company which is incorporated outside India, and having a place of business in India. Winding up of such companies is only limited to the extent of it's assets in India. In respect of assets and business carried outside India, Indian courts have no jurisdiction. Winding up of a foreign company can only be made through court. Even if the company had been dissolved or ceased to exist in the country of its incorporation, winding up order in this country can be made. Even if a foreign company has been wound up according to foreign law, the courts in India still protect the Indian Creditors. The surplus assets, after paying the creditors, should be distributed among the share holders equally in the same proportion, as the assets ---- to the total issued and paid up capital. Pendency of a foreign liquidation does not affect the jurisdiction to make winding up order. The Assets can be of any nature and do not take to be in the ownership of the company and can come from any Source. As, for persons claiming to be creditors, their presence, itself is sufficient. It is not required to be shown, that company carried on business operations from any place of business in India.

This is extract of section 584.