2012 (11) TMI 123

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....erms of Section 591(1)(b) of Companies Act a foreign company which is incorporated outside India and has an established place of business within India is bound to comply with provision contained under Sections 592 to 594 incorporated in part XI of the Companies Act of the said Act; the petitioner is a foreign company; it has been incorporated outside India; it has an established place of business within India; however the provisions of Sections 592 to 594 have not been complied with. Attention has been drawn to Section 599 of the Companies Act which specifically prohibits such a company to institute any legal proceedings until it has complied with the provisions of this part. 2. The petitioner has disputed this position. 3. Record sho....

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....ra 11 the petitioner company has stated:- "It is however submitted that the Petitioner Company is a subsidiary of Dabur India Limited and as such the affairs of the said company pertaining to Delhi region are handled and looked after through the Delhi office of Dabur India Ltd." 7. This is an admission by the petitioner company that it is a subsidiary of Dabur India Limited and affairs of the petitioner company pertaining to the Delhi region are being handled and looked after by the Delhi office of its parent company i.e Dabur India Limited. The correspondences exchanged between the respondent and the parent company of the petitioner are also relevant Annexure A-4(page 258) is a letter dated 11.05.2001 send by Dabur India Limited to t....

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....nciliation of accounts on behalf of the petitioner are being undertaken by its parent company in India. 10. In a judgment reported as (Commercial Court) Cleveland Museum of Art v. Capricorn Art International SA 1990 BCLC 546 (QBD) the test laid down by the English Courts to determine whether a foreign company had an established place of business in the place where the legal proceedings had been initiated, the Court had held as follows:- "In order to find that an overseas company had an established place of business in England it was necessary to show that it had some more or less permanent location associated with the company and from which habitually, or with some degree of regularity, business was conducted. On the facts of the case....