Context-sensitive definition of company under sick industry law extends to foreign undertakings in India; stale challenges lack locus.

A context-sensitive, inclusive reading of the term "company" under the sick industrial undertaking regime supports coverage of a foreign company carrying on industrial activity in India and registered for business purposes, because the statute's protective object extends to workers and creditors of the Indian undertaking. On that construction, BIFR jurisdiction was available. The article also notes that writ challengers without an enforceable basis, or who earlier invoked and benefited from the same process before taking a contrary stand, lacked maintainable locus and their challenge was treated as an abuse of process.

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Issues: (i) whether a foreign company carrying on industrial activity in India and registered in India for business purposes falls within the expression "company" under the Sick Industrial Companies (Special Provisions) Act, 1985; (ii) whether the writ petitioners challenging the BIFR proceedings had locus to assail the reference and the sanctioned scheme.

Issue (i): whether a foreign company carrying on industrial activity in India and registered in India for business purposes falls within the expression "company" under the Sick Industrial Companies (Special Provisions) Act, 1985.

Analysis: The expression "company" in the special enactment was held to be controlled by the opening words "unless the context otherwise requires". The Court treated the definition as context-sensitive and inclusive, not mechanically confined to the literal meaning in the Companies Act, 1956. It relied on the welfare object of the enactment, the protection of workers and creditors, and the fact that the undertaking was operating as a going concern in India with Indian shareholders, workers and creditors. The Court also noted that the Companies Act provisions dealing with foreign companies showed statutory control over such entities carrying on business in India.

Conclusion: The foreign company was held to be within the scope of the special enactment and BIFR was held to have jurisdiction.

Issue (ii): whether the writ petitioners challenging the BIFR proceedings had locus to assail the reference and the sanctioned scheme.

Analysis: The Court distinguished between the petitioners. One creditor's claim had not yet been adjudicated and it had no enforceable basis to challenge the BIFR proceedings, while the other set of challengers had themselves earlier invoked and benefited from the BIFR process and later took a contrary stand. The Court treated their challenge as lacking maintainable footing and as an abuse of the process of the Court.

Conclusion: The challenge by those petitioners was rejected and their appeals were dismissed.

Final Conclusion: The Court upheld the applicability of the special sick-industry regime to the foreign company's Indian undertaking, set aside the contrary view of the Single Judge, and sustained dismissal of the separate challenges by the other appellants for want of locus and for abuse of process.

Ratio Decidendi: Where a special welfare statute uses an inclusive definition qualified by "unless the context otherwise requires", the definition must yield to context and legislative purpose, and a foreign company carrying on a sick industrial undertaking in India may fall within its scope if exclusion would defeat the statute's protective object.

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