Unregistered company status allows Indian winding up where substantial Indian connection; Court ordered ancillary liquidation in India.

A foreign corporate body not registered under the Companies Act, 1913 falls within the expression "unregistered company" in Ss. 270 and 271 because the statutory definition is extending; therefore the court may exercise winding up jurisdiction over such a foreign company irrespective of its number of members. Where the company has sufficient local connection-Indian principal place of business, substantial assets, branches, numerous unsecured creditors or pending suits-it is expedient to wind up in India. The practical effect is that Indian liquidation may be ordered as ancillary and coordinated with foreign proceedings, with a local official liquidator appointed to realise and administer Indian assets.

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Issues: (i) Whether a foreign company not registered under the Companies Act, 1913 is an "unregistered company" within the meaning of Ss. 270 and 271 and hence subject to winding up in this Court irrespective of the number of its members; (ii) If jurisdiction exists, whether it is expedient to exercise that jurisdiction and to make a winding up order in India in the present case.

Issue (i): Whether a foreign company not registered in India falls within the expression "unregistered company" under Ss. 270 and 271 of the Companies Act, 1913, and whether the number of members is a bar to winding up.

Analysis: Section 270 sets out exceptions and then uses "shall include" to enumerate partnerships, associations or companies of more than seven members, giving the provision an extending and not exhaustive force. The definition of "company" in S. 2(2) and related provisions shows that Part IX is concerned with bodies not having corporate existence under the specified Indian Acts; a foreign company not registered under the Act is not within those exceptions. Precedents under earlier English Acts which made the seven-member rule decisive do not dictate construction of S. 270 construed as an extending definition. The ordinary meaning of "include" and the statutory scheme indicate that a foreign corporate body not registered in India may be treated as an "unregistered company" for the purposes of Part IX regardless of member count.

Conclusion: A foreign company not registered under the Companies Act, 1913 is an "unregistered company" within Ss. 270 and 271 and the Court has jurisdiction to wind it up in India irrespective of the number of its members.

Issue (ii): Whether, having jurisdiction, it is expedient in the present facts to make a winding up order in India and appoint an official liquidator.

Analysis: Considerations bearing on expediency include presence of an Indian principal place of business, substantial Indian assets and branches, existence of numerous Indian unsecured creditors and pending suits in India, the need to investigate secured claims whose evidentiary basis is in Bombay, and the fact that native courts have made related orders. The English Court had already made an English winding up order and appointed a liquidator; nonetheless liquidation in India can be ancillary and coordinated with the English proceedings while protecting the interests and convenience of Indian creditors and litigants. On the facts, investigation and winding up acts are practically and fairly to be carried out in India by a local liquidator acting subject to directions consistent with the English liquidation.

Conclusion: It is expedient to wind up the company in India; a winding up order is made on the petition presented on 6th February 1935, the Official Liquidator is appointed with directions to act mainly under Judge's directions and to take steps to realise and administer Indian assets.

Final Conclusion: The Court's construction of Ss. 270 and 271 establishes jurisdiction to wind up foreign companies not registered in India without regard to member count, and on the facts the Court exercised that jurisdiction by ordering winding up in India with appropriate ancillary directions to coordinate with the English liquidation.

Ratio Decidendi: For the purposes of Part IX of the Companies Act, 1913 an unregistered foreign company not registered under the Act falls within the expression "unregistered company" in Ss. 270 and 271, and the Court may exercise winding up jurisdiction over such a company irrespective of the number of its members where it has sufficient connection with the forum and it is expedient to do so.

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