TaxTMI 
TaxTMI 
TaxTMI 
Chapter XXII- The Companies (Registration of Foreign Companies) Rules, 2014.
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....orce on the date 1st day of April 2014. 2. Definitions. (1) In these rules, unless the context otherwise requires,- (a) "Act" means the Companies Act, 2013 (18 of 2013); (b) "Annexure" means the Annexure enclosed to these rules; (c) For the purposes of clause (42) of section 2 of the Act, "electronic mode" means carrying out electronically based, whether main server is installed in India or not, including, but not limited to - (i) business to business and business to consumer transactions, data interchange and other digital supply transactions; (ii) offering to accept deposits or inviting deposits or accepting deposits or subscriptions in securities, in India or from citizens of India; (iii) financial settlements, web based marketing, advisory and transactional services, database services and products, supply chain management; (iv) online services such as telemarketing, telecommuting, telemedicine, education and information research; and (v) all related data communication services, whether conducted by e-mail, mobile devices, social media, cloud computing, document management, voice or data transmission or otherwise; (d) "fees" means the fees as specified in the....
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....ll also be supported with an attested copy of approval from the Reserve Bank of India under Foreign Exchange Management Act or Regulations, and also from other regulators, if any, approval is required by such foreign company to establish a place of business in India or a declaration from the authorised representative of such foreign company that no such approval is required. (4) Where any alteration is made or occurs in the document delivered to the Registrar for registration under sub-section (1) of section 380, the foreign company shall file with the Registrar, a return in Form FC-2 along with the fee as provided in the Companies (Registration Offices and Fees) Rules, 2014 containing the particulars of the alteration, within a period of thirty days from the date on which the alteration was made or occurred. 4. Financial Statement of foreign company.- (1) Every foreign company shall prepare financial statement of its Indian business operations in accordance with Schedule III or as near thereto as may be possible for each financial year including- (i) documents required to be annexed thereto in accordance with the provisions of Chapter IX of the Act i.e. Accounts of Companies ;....
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.... any) which shall, in relation of any fund transfer between place of business of foreign company in India and any other related party of the foreign company outside India including its holding, subsidiary and associate company, include- (i) date of such transfer; (ii) amount of fund transferred or received; (iii) mode of receipt or transfer of fund; (iv) purpose of such receipt or transfer; and (v) approval of Reserve Bank of India or any other authority, if any. (3) The documents referred to in this rule shall be delivered to the Registrar within a period of six months of the close of the financial year of the foreign company to which the documents relate: Provided that the Registrar may, for any special reason, and on application made in writing by the foreign company concerned, extend the said period by a period not exceeding three months. 5. Audit of accounts of foreign company.- (1) Every foreign company shall get its accounts, pertaining to the Indian business operations prepared in accordance with the requirements of clause (a) of sub-section (1) of section 381 and rule 4, audited by a practicing Chartered Accountant in India or a firm or limited liability partn....
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....resaid shall be certified as a true copy by- (i) an official of the Government to whose custody the original is situated; or (ii) a Notary (Public) of such Country; or (iii) an officer of the company. (b) The signature or seal of the official referred to in sub-clause (i) of clause (a) or the certificate of the Notary (Public) referred to in sub-clause (ii) of clause (a) shall be authenticated by a diplomatic or consular officer empowered in this behalf under section 3 of the Diplomatic and Consular Officers (Oaths and fees) Act, 1948 (XL of 1948), or where there is no such officer, by any of the officials mentioned in section 6 of the Commissioners of Oath Act, 1889 (52 and 53 Vic. C. 10), or in any relevant Act for the said purpose. (c) The certificate of the officer of the company referred to in sub-clause (iii) of clause (a) shall be signed before a person having authority to administer an oath as provided under section 3 of the Diplomatic and Consular Officers (Oath and Fees) Act, 1948 (XL of 1948), or as the case may be, by section 3 of the Commissioners of Oath Act, 1889 (52 and 53 Vic, C. 10) and the status of the person administering the oath in the latter case b....
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....all be authenticated by a diplomatic or consular officer empowered in this behalf under section 3 of the Diplomatic and Consular Officers (Oaths and Fees) Act, 1948, or, where there is no such officer, by any of the officials mentioned in section 6, of the Commissioners of Oaths Act, 1889 (52 and 53 Vic C 10), or in any relevant Act for the said purpose. (3) Where such translation is made within India, it shall be authenticated by- (a) an advocate, attorney or pleader entitled to appear before any High Court; or (b) an affidavit, of a competent person having, in the opinion of the Registrar, an adequate knowledge of the language of the original and of English. 11. Documents to be annexed to prospectus.- The following documents shall be annexed to the prospectus, namely:- (a) any consent to the issue of the prospectus required from any person as an expert; (b) a copy of contracts for appointment of managing director or manager and in case of a contract not reduced into writing, a memorandum giving full particulars thereof; (c) a copy of any other material contracts, not entered in the ordinary course of business, but entered within preceding two years; (d) a copy of un....
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.... making an issue of IDRs: (a) the issuing company shall, where required, obtain the necessary approvals or exemptions from the appropriate authorities from the country of its incorporation under the relevant laws relating to issue of capital and IDRs. (b) issuing company shall obtain prior written approval from the Securities and Exchange Board of India on an application made in this behalf for issue of IDRs along with the issue size. (c) an application under clause (b) shall be made to the Securities and Exchange Board of India (along with draft prospectus) at least ninety days prior to the opening date of the IDRs issue, in such form , along with such fee and furnishing such information as may be specified by the Securities and Exchange Board of India from time to time: Provided that the issuing company shall also file with the Securities and Exchange Board of India, through a Merchant Banker, a due diligence report along with the application under clause (b) in the form specified by the Securities and Exchange Board of India. (d) the Securities and Exchange Board of India may, within a period of thirty days of receipt of an application under clause (c), call for such f....
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....rmission from one or more stock exchanges having nationwide trading terminals in India. Explanation- For the purposes of this rule,- (i) "Domestic Depository" means custodian of securities registered with the Securities and Exchange Board of India and authorized by the issuing company to issue IDRs. (ii) "Merchant Banker" means a Merchant Banker as defined in sub-regulation (cb) of regulation 2 of the Securities and Exchange Board (Merchant Bankers) Regulations, 1992. (iii) "Overseas Custodian Bank" means a banking company which is established in a country outside India and which acts as custodian for the equity shares of Issuing Company, against which IDRs are proposed to be issued by having a custodial arrangement or agreement with the Domestic Depository or by establishing a place of business in India. (4) The Merchant Banker to the issue of IDRs shall deliver for registration the following documents or information to the Securities and Exchange Board of India and Registrar of Companies at New Delhi, namely:- (a) instrument constituting or defining the constitution of the issuing company; (b) the enactments or provisions having the force of law by or under which the....
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....unishment for fraudulently inducing persons to invest money in IDRs. (e) The person(s) responsible for issue of the prospectus shall not incur any liability by reason of any non-compliance with or contravention of any provision of this rule, if- (i) as regards any matter not disclosed, he proves that he had no knowledge thereof; or (ii) the contravention arose in respect of such matters which in the opinion of the Central Government or the Securities and Exchange Board of India were not material. (6) (a) A holder of IDRs may transfer the IDRs, may ask the Domestic Depository to redeem them or any person may seek reissuance of IDRs by conversion of underlying equity shares, subject to the provisions of the Foreign Exchange Management Act, 1999, the Securities and Exchange Board of India Act, 1992, or the rules, regulations or guidelines issued under these Acts, or any other law for the time being in force; (b) In case of redemption, Domestic Depository shall request the Overseas Custodian Bank to get the corresponding underlying equity shares released in favour of the holder of IDRs for being sold directly on behalf of holder of IDRs, or being transferred ....
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....and addresses of Stock Exchanges where applications are made or proposed to be made for listing of the IDRs; (iv) the provisions relating to punishment for fictitious applications; (v) statement or declaration for refund of excess subscription; (vi) declaration about issue of allotment letters or certificates or IDRs within the stipulated period; (vii) date of opening of issue; (viii) date of closing of issue; (ix) date of earliest closing of the issue; (x) declaration by the Merchant Banker with regard to adequacy of resources of underwriters to discharge their respective obligations, in case of being required to do so; (xi) a statement by the Issuing company that all moneys received out of issue of IDRs shall be transferred to a separate domestic bank account, name and address of the bank and the nature and number of the account to which the amount shall be credited; (xii) the details of proposed utilisation of the proceeds of the IDR issue. (b) Capital Structure of the Company- The authorized, issued, subscribed and paid-up capital of the issuing company; (c) Terms of the issue- (i) rights of the IDR holders against the underlying securities; (ii) detai....
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....cial statements in respect of the period ending on a date which is less than 180 days prior to the date of opening of the issue, if the gap between the ending date of the latest audited financial statements disclosed under clause (A) and the date of the opening of the issue is more than 180 days: Provided that if the gap between such date of latest audited financial statements and the date of opening of issue is 180 days or less, the requirement under item (B) shall be deemed to be complied with, if a statement, as may be specified by the Securities and Exchange Board of India, in respect of material changes in the financial position of Issuing company for such gap is disclosed in the Prospectus: Provided further that in case of an Issuing company which is a foreign bank incorporated outside India and which is regulated by a member of the Bank for International Settlements or a member of the International Organization of Securities Commissions which is a signatory to a Multilateral Memorandum of Understanding, the requirement under this paragraph, in respect of period beginning with last date of period for which the latest audited financial statements are made and the date of o....
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....ncial statements and auditor's report thereof shall be allowed during the normal business hours; and (i) any other information as specified by the Securities and Exchange Board of India or the Income-tax Authorities or the Reserve Bank of India or other regulatory authorities from time to time. FORM FC [F.N. 1/23/2013-CL-V] Renuka Kumar Joint Secretary to the Government of India ============= Document 1 FORM NO. FC-1 [Pursuant to section 380(1) (h) of the Companies Act 2013, and rule 3(3) of Companies (Registration of Foreign Companies) Rules, 2014] Information to be filed by foreign company Form language o English o Hindi Refer the instruction kit for filing the form. 1. *Name of the foreign company 2. सतà¥à¤¯à¤®à¥‡à¤µ जयते (a) *ISO code of the country where the foreign company is registered (b) Name of Country (c) Registration number or GLN 3. Full address of registered or principal office of foreign company *Line I Line II *City *State *Country *Telephone number with ISD Code Fax number with ISD Code *email Id of the foreign company *Pin code 4. (a) *Date of establishment of principal place of....
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.... *ISO Country code *Phone Country *Pin code Fax ☠No (Radio button) *Whether the person authorised has been appointed through power of attorney or by passing the resolution Power of attorney Resolution 8. Details of the permission obtained from any Authority Number of authority from whom approvals taken i) *Name of the Authority ii) *Date of obtaining the approval order iii) *Order number iv) Period of validity of such permission, if any 32 9. *Permission obtained for vi)Brief particulars of terms and conditions subject to which such permission is given, if any vii) Other details, if any (i) *Whether the parent company is in operation at the time of making this application o Yes o No (ii) *Whether there is any winding up proceedings is pending against the parent company o Yes o No If yes, mention 10. Details of subsidiary, holding or associate companies in India of the foreign company or of any subsidiary or holding company of such foreign company or of any firm in India in which such foreign company or its holding or subsidiary company is a partner: *Number of such entities Particulars of such entities I. i. *CIN/FCRN/LLPIN/Other Registration Nu....
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....lector of stamps or prescribed authority for stamping in foreign executed documents as per Rule 18 of the Indian Stamp Act Serial number of embossing or stamps or treasury challan number Date of payment of stamp duty Place of payment of stamp duty Attachments (in Rs) 1. *Certified copy of the charter, statutes, or memorandum and articles of the company or other instrument constituting or defining the constitution of the company; Attach 2. *List of directors and secretary of the foreign company; Attach 3. *Power of attorney or board resolution in favor Attach of the authorized representative(s); 456 4. *Reserve bank of India approval letter; Attach 5. Particulars of the persons covered u/s 379; Attach 6. Details of the places of business other than principal place of business in India; Attach Attach 7. Details of the places of business established at any earlier occasion(s); 8. 9. Particulars of the authorized representatives; Interest of authorized person(s) in other entities; 10. Particulars of subsidiary, holding or associate companies of the foreign company in India Attach Attach 11. Particulars of related party of the foreign compa....
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....association ☠Alteration in registered or principal office of the company in the country of incorporation ☠Alteration in places of business in India of the company ☠Alteration in directors or secretary ☠Alteration in particulars of company authorized representative(s) 4. filed for by foreign (a) Date of the board meeting authorizing such alteration, if any (b) Date of general meeting (if any) (c) *Whether there is any material change in the status or affairs of the parent company o Yes o No If yes, furnish the brief details (attachment required) (d) *Whether there is any material change in the ownership of the parent company o Yes o No If yes, furnish the brief details (attachment required) 37 Pre-Fill Part A: Alteration in charter, statute or memorandum of association or articles of association 5. (a) *Date of alteration (b) *Brief description of the alteration (c) *Reason(s) for such alteration (d) Type of resolution Ordinary (e) *Whether there is any change in the name of the company Yes If yes, specify the changed name of the company Ο NO о Special PART B: Alteration in registered or principal office of the company....
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....of documents Cessation of office of person authorized to accept service of documents (ii)*Effective date of appointment/ modification/ cessation (iii) *Reason(s) for such appointment/ modification/ cessation (iv) Modified details of the person appointed/ authorized/ ceased to accept service of documents on behalf of company Director Identification Number (if any) Pre-fill *Income tax Permanent Account number (Income-tax PAN) *Name of the person resident in India authorized to accept on behalf of foreign company *O Father's Name o Mother's Name o Spouse's name 40 *Designation Membership number (In case of Secretary) *Nationality Date of Birth If the present nationality is not the nationality of origin, then specify the nationality of origin Number of the passports Passport number Issue country Date of issue *Occupation type O Self Employed O Professional O Homemaker O Student O Serviceman Area of Occupation If others selected, specify Permanent Address *Line I Line II *City *State/Union Territory *ISO Country code *Phone * email ID *Pin code Country *Whether present address is same as the permanent address Present Address *Line I Line II *City ....
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.... Form language o English o Hindi Annual accounts along with the list of all principal places of business in established by India foreign company सतà¥à¤¯à¤®à¥‡à¤µ जयते Refer the instruction kit for filing the form. 1. *Foreign company registration number (FCRN) (a) Name of the company (b) Address of the registered or principal place of foreign company 2. (c) email id of the company a) *Whether the company is still maintaining any place of business in India o Yes o No b) If yes, Total number of principal place(s) of business in India 3.[a) *Period of annual accounts From (DD/MM/YYYY) Το (DD/MM/YYYY) (DD/MM/YYYY) (b)* Date of signing of report on the annual accounts by the auditors 4. *Particulars of the annual accounts of the company Part- A BALANCE SHEET Figures as at the end of (Current financial year) Particulars (in Rs.) (DD/MM/YYYY) Sources of funds Capital (including funds received from parent company) Reserves and surplus Secured loans Unsecured loans Deferred tax liabilities (Net) Others (Please specify) 43 Pre-Fill Figures for the period (Previous financial year) (in Rs.) (DD....
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....he rules made thereunder in respect of the subject matter of this form and matters incidental thereto have been complied with.It is further declared and verified that: 1. 2. Whatever is stated in this form and in the attachments thereto is true, correct and complete and no information material to the subject matter of this form has been suppressed or concealed and is as per the original records maintained by the promoters subscribing to the Memorandum of Association and Articles of Association. All the required attachments have been completely, correctly and legibly attached to this form. *To be digitally signed by DSC box *Name of the authorised representative *Income Tax PAN of the Authorised representative Note:Attention is also drawn to provisions of Section 448 of the Act which provide for punishment for false statement and certification. Modify Check Form Prescrutiny Submit This eForm has been taken on file maintained by the registrar of companies through electronic mode and on the basis of statement of correctness given by the company 46 FORM FC-4 [Pursuant to Section 384(2) of the Companies Act 2013 and rule 7 of Companies (Registration of Foreign Com....
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....discount on the issue which has not been written off (in Rs.) (g) Particulars of authorized Indian Depository Receipts Total number of IDRS Total amount of IDRS Nominal value per IDR (iii) Called up share capital (a). Amount called up on number of shares of each class Class of shares Number of shares Called up value per share (b). Total amount of calls received, including payment on application and allotment and any sums received on shares forfeited (in Rs.) (c). Total amount (if any) agreed to be considered as paid on number of shares of each class issued as fully paid-up for a consideration other than cash (in Rs) on Number of shares Class of shares 49 (d). Total amount (if any) agreed to be considered as paid on number of shares of each class issued as partly paid-up for a consideration other than cash (in Rs.) Number of shares Class of shares (e). Total amount of calls unpaid (in Rs.) (f) Particulars of authorized Indian Depository Receipts Total number of IDRS Total amount of IDRS 8. Total number of shares of each class forfeited Number of shares Class of shares Nominal value per IDR on 9. Total amount paid (if any) on shares forfeited (in Rs.) ....
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....ent address â–¡ Yes â–¡ No (Radio button) Present Address *Line I Line II *City *State/Union Territory *ISO Country code Country *Phone *Details of companies/ body corporates g) CIN/LLPIN/Other Registration Number Name of the company/body corporate Address with contact details k) Email ID of the company Telephonne number| *Pin code Fax Pre-fill 1) Fax number, if any 16. Indebtedness of the Company for which charge has been created on the properties in India requiring registration of charges under Section 384 and Chapter VI of the Act Particulars Indebtedness at the beginning of the year i) Principal Amount ii) Interest due but not paid iii) Interest accrued but not due Total (I + ii + iii) Total amount of charge created during the year Total amount of charge satisfied during the year Indebtedness at the end of the year i) Principal Amount ii) Interest due but not paid Amount Name of the property(s) charged 52 iii) Interest accrued but not due Total (i +li + iii) Attachments 1. *Details of Promoters 2. 3. 4. 5. 6. , Directors and Key managerial personnel and changes therein since close of previous financial year; *Details ....