law: Companies Act, 2013 
  PART
  
  II.—Winding up of unregistered companies
  375.
  
    Winding
  
  up of unregistered companies.
  1.      Subject to the
  
  provisions of this Part, any unregistered company may be wound up under this
  
  Act, in such manner as may be prescribed, and all the provisions of this Act,
  
  with respect to winding up shall apply to an unregistered company, with the
  
  exceptions and additions mentioned in sub-sections (2 ) to (4 ).
  2.      No unregistered
  
  company shall be wound up under this Act voluntarily.
  3.      An unregistered
  
  company may be wound up under the following circumstances, namely:—
  a.     
  
    if
  
  the company is dissolved, or has ceased to carry on business, or is carrying on
  
  business only for the purpose of winding up its affairs;
  b.    
  
    if
  
  the company is unable to pay its debts;
  c.     
  
    if
  
  the Tribunal is of opinion that it is just and equitable that the company
  
  should be wound up.
  1.     
  2.     
  3.     
  4.      An unregistered
  
  company shall, for the purposes of this Act, be deemed to be unable to pay its
  
  debts—
  a.     
  
    if
  
  a creditor, by assignment or otherwise, to whom the company is indebted in a
  
  sum exceeding one lakh rupees then due, has served on the company, by leaving
  
  at its principal place of business, or by delivering to the secretary, or some
  
  director, manager or principal officer of the company, or by otherwise serving
  
  in such manner as the Tribunal may approve or direct, a demand under his hand
  
  requiring the company to pay the sum so due, and the company has, for three
  
  weeks after the service of the demand, neglected to pay the sum or to secure or
  
  compound for it to the satisfaction of the creditor;
  b.    
  
    if
  
  any suit or other legal proceeding has been instituted against any member for
  
  any debt or demand due, or claimed to be due, from the company, or from him in
  
  his character as a member, and notice in writing of the institution of the suit
  
  or other legal proceeding having been served on the company by leaving the same
  
  at its principal place of business or by delivering it to the secretary, or
  
  some director, manager or principal officer of the company or by otherwise
  
  serving the same in such manner as the Tribunal may approve or direct, the
  
  company has not, within ten days after service of the notice,—
                       
  
   i.        
  
    paid,
  
  secured or compounded for the debt or demand;
                      
  
   ii.        
  
    procured
  
  the suit or other legal proceeding to be stayed; or
                     
  
   iii.        
  
    indemnified
  
  the defendant to his satisfaction against the suit or other legal proceeding,
  
  and against all costs, damages and expenses to be incurred by him by reason of
  
  the same;
  a.     
  b.     
  c.      if execution or other
  
  process issued on a decree or order of any Court or Tribunal in favour of a
  
  creditor against the company, or any member thereof as such, or any person
  
  authorised to be sued as nominal defendant on behalf of the company, is
  
  returned unsatisfied in whole or in part;
  d.     if it is otherwise
  
  proved to the satisfaction of the Tribunal that the company is unable to pay
  
  its debts.
  Explanation.— For the purposes of
  
  this Part, the expression "unregistered company"—
  a.      shall not include—
               
  
   i.        
  
    a
  
  railway company incorporated under any Act of Parliament or other Indian law or
  
  any Act of Parliament of the United Kingdom;
              
  
   ii.        
  
    a
  
  company registered under this Act; or
             
  
   iii.        
  
    a
  
  company registered under any previous companies law and not being a company the
  
  registered office whereof was in Burma, Aden, Pakistan immediately before the
  
  separation of that country from India; and
  b.     save as aforesaid,
  
  shall include any partnership firm, limited liability partnership or society or
  
  co-operative society, association or company consisting of more than seven
  
  members at the time when the petition for winding up the partnership firm,
  
  limited liability partnership or society or co-operative society, association
  
  or company, as the case may be, is presented before the Tribunal.