Inclusive definition of unregistered company permits winding up of a foreign company in India, with ancillary liquidation where local links justify it.

Sections 270 and 271 of the Companies Act, 1913 were read as enlarging the meaning of "unregistered company", so a foreign company incorporated abroad but not registered in India could still be wound up in India regardless of the number of its members. The Court also treated the Bombay connection as sufficient for ancillary liquidation because the company had assets, branches, creditors, pending proceedings, and disputed claims in India, with the relevant evidence centred there. On that basis, local winding up was considered expedient, subject to the Indian liquidator's role being confined to Indian assets and related matters.

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Issues: (i) Whether a foreign company not registered under the Companies Act, 1913 could be treated as an unregistered company and wound up in India irrespective of the number of its members; (ii) Whether, on the facts, it was expedient to make a winding up order in Bombay and regulate the liquidation as ancillary to the English winding up.

Issue (i): Whether a foreign company not registered under the Companies Act, 1913 could be treated as an unregistered company and wound up in India irrespective of the number of its members.

Analysis: The definitions in Sections 270 and 271 were read as having an enlarging and not an exhaustive effect. The expression "shall include" was treated as extending the category of unregistered companies, not limiting it to associations of more than seven members. A foreign company with corporate existence, though incorporated abroad and not registered in India, was held to fall within the expression "unregistered company" for the purposes of winding up under the Act.

Conclusion: The Court held that an unregistered foreign company could be wound up under Sections 270 and 271 of the Companies Act, 1913 irrespective of the number of its members.

Issue (ii): Whether, on the facts, it was expedient to make a winding up order in Bombay and regulate the liquidation as ancillary to the English winding up.

Analysis: The company had assets, branches, creditors, pending proceedings, and disputed claims in India, and the evidence relating to the disputed securities and liabilities was centred in Bombay. The Court found that local investigation and supervision were necessary and that the liquidation in India should assist but not displace the foreign winding up.

Conclusion: The Court held that it was expedient to wind up the company in Bombay and to make the liquidation ancillary to the English proceedings.

Final Conclusion: The petition succeeded and a winding up order was made with directions limiting the local liquidator's role to Indian assets and related matters.

Ratio Decidendi: In a winding up provision using an inclusive definition, the term "unregistered company" can extend to a foreign incorporated company not registered in India, and the Court may order ancillary winding up where the Indian connection makes such liquidation expedient.

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