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CS Professional · Environmental, Social and Governance (ESG) - Principles and Practice · Legislative Framework of Corporate Governance in India

Zenith Holdings Inc., incorporated in Singapore, carried on business in India through a branch in Pune. It closed the Pune branch and, under Singapore law, was later dissolved. Can an Indian court still wind it up under the Companies Act, 2013?

Yes. Under section 376, a foreign body corporate that carried on business in India and has ceased to do so may be wound up as an unregistered company, even though it has been dissolved or has ceased to exist under its home country's law.

  1. ANo, because dissolution under the law of its home country ends all its liabilities in India
  2. BYes, it may be wound up as an unregistered company, even though it has been dissolved abroadCorrect
  3. CNo, because it ceased to carry on business in India before the winding up petition
  4. DYes, but only if the Central Government first notifies the Singapore dissolution

Explanation

Section 376 lets a body corporate incorporated outside India that carried on business in India and has ceased to do so be wound up as an unregistered company under the Part. This applies even if it has been dissolved or has ceased to exist under its home law. Options A and C therefore state the opposite of the rule.

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