FORM 52 PENDING CLARIFIACTION TO ROC

[MUNNA GUPTA]

NEED THE NOTIFICATION NO 580(E) DATED 06/10/1997

[DR.MARIAPPAN GOVINDARAJAN]

NOTIFICATION NO. [F. NO. 3/9/97-CL.V.], DATED 6-10-1997, ISSUED BY THE DEPARTMENT OF COMPANY AFFAIRS, MINISTRY OF FINANCE Subject:- Section 594(1), proviso, of the Companies Act, 1956 - Foreign company - Accounts of - Foreign Companies having only liaison office in India - Compliance of section 594(1) (a) GSR 580(E).- In exercise of the powers conferred by the proviso to sub-section (1) of section 594 of the Companies Act, 1956(1 of 1956) (hereinafter referred to as the Act) and in partial modification of the Notification of the Government of India, Ministry of Finance (Department of Company Law Administration) Number S.R.O. 3216, dated the 4th October, 1957 (hereinafter referred to as the Notification) the Central Government hereby directs that in the case of foreign companies, having only liaison office(s) in India (with the approval of the Reserve Bank of India under section 29 of the Foreign Exchange Regulation Act, 1973 valid up to the end of the relevant accounting year) and which are not engaged in any trading, manufacturing or other commercial activity in India, the requirements of clause (a)of sub-section (1) of the said section 594 as modified in their application to a foreign company by the said notification shall apply subject to the following further exceptions and modifications, namely : - It shall be deemed to be sufficient compliance with the provisions of clause (a)of sub-section (1) of said section 594 if, the company in respect of its Indian Business Accounts submits to the appropriate Registrar of Companies in India, in triplicate : - (i) a copy of the letter issued by the Reserve Bank of India granting approval to the company under section 29 of the Foreign Exchange Regulations Act, 1973 valid up to the end of the relevant accounting year; (ii) a statement of receipts and payments made by the Indian Branches of such company, certified by : (a) a person authorised to accept service of process in India under clause (d)of sub-section (1) of section 592 of the Act; and (b) a Chartered Accountant practising in India: certifying that the said statement gives a true and fair view of the receipts and payments of the company in India ; (iii) a statement of the company's assets and liabilities in India certified by (a) a person authorised to accept service of process in India under clause (d)of sub-section (1) of section 592 of the Act; and (b) a Chartered Accountant practising in India: certifying that the said statement gives a true and fair view of the state of affairs of the company in India; (iv) a certificate that the company did not carry out any trading, manufacturing or commercial activity or undertook any invoicing of goods in India duly certified by : (a) a person authorised to accept service of process in India under clause (d)of sub-section (1) of section 592 of the Act; and (b) a Chartered Accountant practising in India.

AI Summary

Foreign liaison offices compliance: simplified ROC filings required with RBI approval and certified financial statements. For liaison offices with valid RBI approval and no commercial activity in India, deemed sufficient compliance with clause (a) of sub section (1) of section 594 is achieved by filing in triplicate with the Registrar of Companies: the RBI approval letter; a receipts and payments statement certified by an authorised agent for service and a practising Chartered Accountant; a statement of assets and liabilities similarly certified; and a certificate that no trading or invoicing occurred in India, each certified by the authorised agent and a Chartered Accountant.