TaxTMI 
TaxTMI 
Chapter XXII- The Companies (Registration of Foreign Companies) Rules, 2014.
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....14. (2) They shall come into force 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 managem....
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....anies (Registration Offices and Fees) Rules, 2014 and with the documents required to be delivered for registration by a foreign company in accordance with the provisions of sub-section (1) of section 380 and the application shall 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 accor....
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....cipients of the repatriation; (iii) form of repatriation; (iv) dates of repatriation; (v) details if repatriation made to a jurisdiction other than the residence of the beneficiary; (vi) mode of repatriation; and (vii) approval of the Reserve Bank of India or any other authority, if any. (c) Statement of transfer of funds (including dividends if 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 i....
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....bligation of the company to deliver any document to the Registrar shall cease, provided it has no other place of business in India. 9. Certification.- A copy of any charter, statutes, memorandum and articles, or other instrument constituting or defining the constitution of a Foreign company shall be duly certified to be a true copy in the manner given below - (1) If the company is incorporated in a country outside the Commonwealth- (a) the copy aforesaid 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....
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....ge, there shall be attached a translation thereof in English language duly certified to be correct in the manner given in these rules. (2) Where any such translation is made outside India, it shall be authenticated by the signature and the seal, if any, of- (a) the official having custody of the original; or (b) a Notary (Public) of the country (or part of the country) where the company is incorporated: Provided that where the company is incorporated in a country outside the Commonwealth, the signature or seal of the person so certifying 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, 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 adequat....
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....lization (during the last three years) in its parent country of at least US$ 100 million; (b) it has been continuously trading on a stock exchange in its parent or home country (the country of incorporation of such company) for at least three immediately preceding years; (c) it has a track record of distributable profits in terms of section 123 of the Act, for at least three out of immediately preceding five years; (d) It fulfills such other eligibility criteria as may be laid down by the Securities and Exchange Board of India from time to time in this behalf. (3) The issuing company shall follow the following procedure for 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 E....
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....ew Delhi shall contain the particulars as prescribed in sub-rule (8) and shall be signed by all the whole-time directors of the issuing company, and the Chief Financial Officer. (h) the issuing company shall appoint an overseas custodian bank, a Domestic Depository and a Merchant Banker for the purpose of issue of IDRs. (i) the issuing company may appoint underwriters registered with the Securities and Exchange Board of India to underwrite the issue of IDRs. (j) the issuing company shall deliver the underlying equity shares or cause them to be delivered to an Overseas Custodian Bank and the said bank shall authorize the domestic depository to issue IDRs. (k) the issuing company shall obtain in-principle listing permission 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 Securitie....
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....ient features of prospectus in the specified form. (b) An application form can be issued without the memorandum as specified in clause (a), if it is issued in connection with an invitation to enter into an underwriting agreement with respect to the IDRs. (c) The prospectus for subscription of IDRs of the Issuing company which includes a statement purporting to be made by an expert shall not be circulated, issued or distributed in India or abroad unless a statement that the expert has given his written consent to the issue thereof and has not withdrawn such consent before the delivery of a copy of the prospectus to the Securities and Exchange Board of India and the Registrar of Companies, New Delhi, appears on the prospectus. (d) The provisions of the Act shall apply for all liabilities for mis-statements in prospectus or punishment 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....
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....India on the subject matter; (e) Every issuing company shall comply with such continuous disclosure requirements as may be specified by the Securities and Exchange Board of India in this regard. (f) On the receipt of dividend or other corporate action on the IDRs as specified in the agreements between the Issuing company and the Domestic Depository, the Domestic Depository shall distribute them to the IDR holders in proportion to their holdings of IDRs. (8) The prospectus or letter of offer shall, inter alia, contain the following particulars, namely:- (a) General information- (i) Name and address of the registered office of the company; (ii) name and address of the Domestic Depository, the Overseas Custodian Bank with the address of its office in India, the Merchant Banker, the underwriter to the issue and any other intermediary which may be appointed in connection with the issue of IDRs; (iii) names 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 ....
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....; (vii) the schedule of implementation of project and progress made so far, if applicable; (viii) nature of product(s), consumer(s), industrial users; (ix) the particulars of legal, financial and other defaults, if any; (x) the risk factors to the issue as perceived; and (xi) consent of the Merchant Bankers, Overseas Custodian Bank, the Domestic Depository and all other intermediaries associated with the issue of IDRs. (xii) the information, as may be specified by the Securities and Exchange Board of India, in respect of listing, trading record or history of the Issuing company on all the stock exchanges, whether situated in its parent country or elsewhere. (f) Report- (i) Where the law of a country, in which the Issuing company is incorporated, requires annual statutory audit of the accounts of the Issuing company, a report by the statutory auditor of the Issuing company, in such form as may be specified by the Securities and Exchange Board of India on - (A) the audited financial statements of the Issuing company in respect of three financial years immediately preceding the date of prospectus; ....
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.... Provided that if the gap between such date of latest audited financial statements and the date of opening of issue is one hundred and eighty 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 changes in the financial position of Issuing company for such gap is disclosed in the Prospectus. (iii) the gap between date of opening of issue and date of reports specified under sub-clauses (i) and (ii) shall not exceed one hundred and twenty days; (iv) If the proceeds of the IDR issue are used for investing in other body(ies) corporate, then following details of such body(ies) corporate shall be given- (A) the Name and address(es) of the bodies corporate; (B) the reports stated in sub-clauses (i) and (ii), as the case may be, in respect of such body (ies) corporate also." (g) Other Information- (i) the Minimum subscription for the issue; (ii) the fees and expenses payable to the intermediaries involved in the issue of IDRs; (iii) the declaration with regard to compliance with the Forei....
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....establishment (ii) *Type of office If others, specify (iii) Address *State *Telephone number Fax number *email id (iv) *Business activities to be carried out at such place (v) (a) *Date of closure of such place of business (b)*Foreign company registration number of such place *Pin code 7. Details of the one or more person(s) resident in India and authorized to accept on behalf of the foreign company service of process and any notices or other documents required to be served on the foreign company- *Number of persons authorized Particulars of the authorized person 31 Director Identification Number (if any) *Income tax Permanent Account number (Income-tax PAN) Pre-fill *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 *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 Profes....
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.... (b) If yes, specify the number of such persons covered under section 379 Particulars of such person(s) 33 *Category Details of the person Director identification number *Income tax Permanent Account number (Income-tax PAN) *Name of the person O Father's Name o Mother's Name o Spouse's name Pre-fill *Nationality *Date of Birth *Occupation type O Self Employed O Professional O Homemaker O Student O Serviceman Area of Occupation If others selected, specify *Educational qualification Permanent Address *Line I Line II *City *State/Union Territory *ISO Country code *Pin code Country *Phone Fax Mobile *email id *Whether present address is same as the permanent address □ Yes ☠No (Radio button) Present Address *Line I Line II *City *State/Union Territory *ISO Country code Country *Phone *Details of companies/ body corporates a b) CIN/LLPIN/Other Registration Number Name of the company/body corporate Address with contact details f) Email ID of the company Telephonne number Fax number, if any 34 *Pin code Fax Pre-fill 13.....
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....t of the subject matter of this form and matters incidental thereto have been complied with. It is further declared and verified that: 1. 2. 3. 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. None of the directors or the authorised representative in India has ever been convicted or debarred from formation of companies and management in India or abroad. 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 For office use only: eForm Service request number (SRN) This e-Form is hereby registered Affix filing details ....
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....d of the foreign company (b) *Date of alteration (c) *Reason of alteration *ISO Country Code PART C: Alteration in the place of business in India of the company 38 7. Number of alterations I. (a) Whether the alteration is in respect of O Principal place of business (b)Type of alteration â—‹ Other place(s) of business O Change of address of principal/ other place of business â—‹ Cessation to have a such place (c) Details in respect of each alteration- (i) *Effective date of alteration (ii) *Reason(s) for such alteration (iii) (a) Existing address of the principal/ other place of business of the company *Line I Line II *City *State *Pin Code (b) Type of office If others, then provide details (iv) New address (In case of change in address) *Line I Line II *City *State *Pin Code Fax No. *email id *Telephone No. (v) *Whether any change in the type of office o Yes If yes, then specify the type of office If others, then specify (vi) *Whether any approval is required for such alteration O Yes If yes, Name of the Authority Date of the approval obta....
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....y *ISO Country code *Phone Country Fax □ Yes ☠No (Radio button) *Pin code Fax *Whether the person authorised has been appointed through power of attorney or by passing the resolution Power of attorney Resolution Declaration I, * the authorized representative of the company, hereby certify that I am authorized by the Board of Directors of the Company vide resolution number dated* to sign this form and declare that all the requirements of Companies Act, 2013 and the 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: 4. 5. 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. DSC Box 41 *To be digitally signed by ....
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....ved 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/MM/YYYY) TOTAL Application of funds Gross fixed assets (including intangible assets) Less: depreciation and amortization Net fixed assets Capital work-in-progress Investments Deferred tax assets (Net) Current assets, loans and advances (a) Inventories (b) Sundry debtors (c) Cash and bank balances (d) Other current assets (e) Loans and advances Less: Current liabilities and provisions (a) Liabilities (b) Provisions Net current assets Miscellaneous expenditure to the extent not written off or adjusted Profit and loss account Others (Please specify) TOTAL 44 Part- B STATEMENT OF PROFIT AND LOSS (in relation to the business carried in India) Figures for the period (Current reporting period) (in`) Figures for the period (Previous reporting period) (in`) From To (DD/MM/YYYY) From (DD/MM/YYYY) TO (I) Revenue from Indian operations ....
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....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 Companies) Rules, 2014] सतà¥à¤¯à¤®à¥‡à¤µ जयते Form language o English o Hindi Refer the instruction kit for filing the form. 1.* Foreign company registration number 2. a). Name of the company (b). Address of Registered Office of the foreign company Annual Return of a Foreign Company 3. a). *Whether any part of the register of members or debentures kept in India Yes No (b). If yes, address of the place in which the part of the register is kept Line I Line II (c). City Pre-Fill (d). State (e). Pin code 4. * Date of balance sheet (last day of financial year of the company) 5. *Principal business activi....
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....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.) 10. Total amount of shares for which share warrants to bearer are outstanding (in Rs.) 11. Total amount of share warrants to bearer issued and surrendered respectively since the date up to which the last return was made (a). Issued (in Rs.) (b). Surrendered (in Rs.) 12. The shareholding pattern of the company S. No. Category of share holders Shares held at the beginning of the year Shares held at the end of the year Percentage (%) change in the ....
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....th 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 of directors and key managerial personnel and their remuneration; *Details of the meeting of the members or class thereof, board and its various committees along with attendance details; *Par....