Quiet Limited, a company incorporated outside India and to which provisions of Chapter XXII of the Companies Act, 2013 are applicable, entered into…

CA Intermediate · Corporate and Other Laws · MTP · May 2026
Quiet Limited, a company incorporated outside India and to which provisions of Chapter XXII of the Companies Act, 2013 are applicable, entered into a contract with Loud Limited, an Indian company, for the supply of machinery. After the machinery was delivered, Loud Limited failed to make the payment citing defects in the machinery. Quiet Limited discovered that it had failed to comply with certain provisions of Chapter XXII of the Companies Act, 2013, relating to the registration of foreign companies in India. Despite this, Quiet Limited intends to file a suit against Loud Limited for payment. Discuss whether Quiet Limited can initiate legal proceedings against Loud Limited in light of the non-compliance with Chapter XXII of the Companies Act, 2013. What are the legal implications of this non-compliance for the validity of the contract and Quiet Limited's right to sue? Give your answer as per the provisions of the Companies Act, 2013 [read along with the Companies (Registration of Foreign Companies) Rules, 2014].

Suggested Answer and Working Notes:

According to section 393 of the Companies Act, 2013, any failure by a company to comply with the provisions of Chapter XXII of the Companies Act, 2013, shall not affect the validity of any contract, dealing or transaction entered into by the company or its liability to be sued in respect thereof. However, the company shall not be entitled to bring any suit, claim any set-off, make any counter-claim or institute any legal proceeding in respect of any such contract, dealing or transaction, until the company has complied with the provisions of the Companies Act, 2013, applicable to it. In this given question, Quiet Limited, a company incorporated outside India, has failed to comply with certain provisions of Chapter XXII of the Companies Act, 2013, which governs the registration and compliance requirements for foreign companies operating in India. According to the Companies Act, 2013, non-compliance with Chapter XXII does not affect the validity of any contract, dealing, or transaction entered into by the company. Therefore, the contract between Quiet Limited and Loud Limited remains valid, and Loud Limited is still legally bound to fulfill its contractual obligations, including the payment for the machinery supplied. Further, Quiet Limited cannot bring a suit, claim any set-off, make any counter-claim, or institute any legal proceeding related to the contract as it has not complied with certain provisions of Chapter XXII.

Topics: Companies Incorporated outside India

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