# Section 391 — Bridge Provision
## Purpose
Section 391 acts as a bridge that extends key Indian company-law provisions to foreign companies and IDR issuers, ensuring Indian investors get the same protections regardless of where the issuer is incorporated.
## Sub-section (1) — Misstatement Liability
Provisions of Sections 34 to 36 (both inclusive) shall apply to:
| Sub-clause | Application |
|---|---|
| (i) | Issue of prospectus by a foreign company under Section 389 — same as Indian-company prospectus |
| (j) | Issue of IDRs by a foreign company |
### What are Sections 34–36?
- Section 34: Criminal liability for mis-statements in prospectus
- Section 35: Civil liability for mis-statements in prospectus
- Section 36: Punishment for fraudulently inducing persons to invest money
## Sub-section (2) — Winding-up Application
Chapter XX (Winding-up) applies mutatis mutandis for closure of the place of business of a foreign company in India, as if it were an Indian company —
Trigger condition: Such foreign company has raised monies in India through offer/issue of securities under this Chapter (Chapter XXII), AND those monies have NOT been repaid or redeemed.
### Practical Implication
If a foreign company:
1. Raised money in India via prospectus/IDRs, AND
2. Has not yet repaid/redeemed those securities,
then shutting down its Indian place of business triggers Indian winding-up rules — protecting Indian creditors and investors.
## Visual Flow
```
Foreign Company
│
├── Issues prospectus in India → Sec 34/35/36 apply
├── Issues IDRs in India → Sec 34/35/36 apply
└── Closing Indian POB
│
└── If money raised + not repaid/redeemed → Chapter XX applies (mutatis mutandis)
```