9911796707
TMI Blog2012 (11) TMI 123X X X X Extracts X X X X X X X X Extracts X X X X ..... 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 shows that the petitioner company M/s Dabur (Nepal) ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... r 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 the respondent wherein the reconciliation of accounts between ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... taken 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 in which this observation occurs, it was clear that the company used ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... dly has its warehouses and godowns at Tumariya Tola and Raxaul in India. This evidence amply establishes that the petitioner company has an established place of business in India. Admittedly, the provisions of Sections 592 to 594 have not been complied with. Section 599 creates a hurdle for such a foreign company to institute any legal proceedings. 15. The prayer made in the present application is allowed. The present petition is not maintainable. 16. At this stage, learned counsel for the petitioner submits that the provisions of Section 599 are not mandatory; they are directory; on the payment of the requisite fee this irregularity can be cured. Circular No. 12/2002, dated 14.05.2002 has been revised and the fee payable by a foreign com ..... X X X X Extracts X X X X X X X X Extracts X X X X
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