Analysis — Status under Companies Act, 2013

Under Section 2(42) of the Companies Act, 2013, a Foreign Company means any company or body corporate incorporated outside India which:

• has a place of business in India (whether by itself or through an agent, physically or through electronic mode); and
• conducts any business activity in India in any other manner.

The 2013 Act (as amended) explicitly includes electronic mode of business within the definition of "place of business." The Ministry of Corporate Affairs clarified through the Companies (Registration of Foreign Companies) Rules, 2014 that conducting business electronically — including through websites, telemarketing, or digital platforms — targeted at Indian consumers from a server located outside India constitutes conducting business in India.

Therefore, Herry Limited qualifies as a Foreign Company under Section 2(42), because:

• It is incorporated outside India (Thailand).
• It is conducting business in India through electronic/telemarketing means, which constitutes a "place of business in India" under the expanded electronic-mode definition.

Compliance obligations as a Foreign Company — Section 380–386

• Must file documents (charter, address, directors' list) with the RoC in Form FC-1 within 30 days of establishing a place of business in India.
• Must display its name and country of incorporation at every place of business in India.
• Must prepare and file financial statements for its Indian business operations (Form FC-3) with the RoC annually.
• If the company carries on business in India without complying with these requirements, it and every officer in default are liable to fine under Section 392.

Conclusion

Despite having no physical premises in India, Herry Limited's online/telemarketing business targeted at Indian customers brings it within the definition of a "Foreign Company" under the Companies Act, 2013. It must register and comply with all obligations applicable to foreign companies under Sections 380–386.