Category Archives: Chapter XXII – CA2013


Part of Companies Amendment Act became Effective

A draft notification posted here on website of Ministry of Corporate Affairs says that Section 1 to 12 and Section 15 to 23 of the Companies (Amendment) Act, 2015 came into force with effect from 29th May 2015. The official language of notification read, “the Central Government hereby appoints the 296 May, 2015 as the date on which the provisions of sections 1 to 12 and 15 to 23 of the said Act shall come into force.” The Amendment Act was got presidential assent and notified by Ministry of Law and Justice as such on 26th May 2015 in official gazette.

Two sections not notified yet deals with Fraud Reporting Procedure [Section 13 amending Section 143 of Principal Act] and Related Party Transactions [Section 14 amending Section 177 of Principal Act]. This is understood that Rules related to these sections are in drafting process.

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Prospectus of Letter of Offer for IDRs:

The prospectus or letter of offer shall, inter alia, contain the following particulars, namely:-

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In earlier post here, we discussed, eligibility and procedure related to issue of Indian Depository Receipt. In this post, we will discuss application for IDRs, its proceeds and Transfer of Indian Depository Receipts.

Application for IDRs

No application form for the securities of the issuing company shall be issued unless the form is accompanied by a memorandum containing the salient features of prospectus in the specified form.

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We have discussed earlier here that according to Section 390 of the Companies Act 2013, the Central government make rules for –

  • the offer of Indian Depository Receipt;
  • the requirement of disclosures in prospectus or letter of offer issued in connection with Indian Depository Receipt;
  • the manner in which Indian Depository Receipt shall be dealt with in a depository mode and by custodian and underwriters; and
  • the manner of sale, transfer or transmission of Indian Depository Receipt,

by a foreign company.

These Rules are contained in Rule 13 of the Companies (Registration of foreign Companies) Rules, 2014.

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In this blog we will discuss provisions relating to documents related to foreign company and their certification.

Office where documents to be delivered and fee for registration of documents

Any document which any foreign company is required to deliver to the Registrar shall be delivered to the Registrar having jurisdiction over New Delhi, and references to the Registrar in Chapter XXII of the Act i.e. Companies Incorporated Outside India and these rules shall be construed accordingly. [Rule 8(1) of the Companies (Registration of Foreign companies) Rules 2014]

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According to Section 381 of the Companies Act 2013 discussed earlier here, every foreign company, unless exempted, shall in every calendar –

  • make out a balance sheet and profit and loss account; and
  • deliver a copy of those documents to the Registrar.

If any of these documents is not in English Language, there shall be annexed to it a certified translation thereof in English language.

Every foreign company shall send to the Registrar along with these documents, a copy of a list of all places of business established by the company in India as on date of the Balance Sheet made out.

Rule 4 of the Companies (Registration of foreign Companies) Rules 2014 prescribes in detail.

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Establishing Foreign Company

We have discussed General provisions related to foreign companies earlier here. Section 380 asks for delivery of certain documents to the Registrar of Companies within thirty days of establishment of its place of business. The Section requires following documents to be delivered:

  • a certified copy of the charter, statute or memorandum and articles of the company or other instrument constituting or defining the constitution of the company and if the instrument is not in English language, a certified translation thereof in the English language;
  • the full address of the registered or principal office of the company;
  • a list of the directors and secretary of the company with particulars;
  • the names and addresses of one or more persons resident in India authorised to accept on behalf of the company service of process and any notices or other documents required to be served on the company;
  • the full address of the office of the company in India which is deemed to be its principal place of business in India;
  • particulars of opening and closing of a place of business in Indian on earlier occasions;
  • declaration that none of the directors of the company or authorised representative in India has ever been convicted or debarred from formation of companies and management in India or abroad; or
  • other prescribed particulars.

Rule 3 of the Companies (Registration of foreign Companies) Rules 2014 prescribes in detail.

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MSC – 1

Application to Registrar for obtaining the status of dormant company

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GNL – 3

Details of persons/directors/charged/specified

eForm GNL-3 is required to be filed pursuant to Section 2(60) of the Companies Act, 2013 which are reproduced for your reference.

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GNL – 2

RoC Document- ScheduleIV, ScheduleII, MoA and AoA

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FC – 4

Annual Return of a Foreign Company 

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FC – 3

Annual accounts along with the list of all principal places of business in India established by foreign company

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FC – 2

Return of alteration in the documents filed for registration by foreign company
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FC – 1

Information to be filed by foreign company

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In our last blog post, we discussed general provisions related to foreign companies. We will discuss provisions which are related to prospectus and penalties.


This provision is applicable to foreign companies, and there is no difference whether the company has or has not established or when formed will or will not establish a place of business in India.  No person shall issue, circulate or distribute in India any prospectus offering to subscribe for securities of a company incorporated or to be incorporated outside India unless the prospectus is dated and signed.

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Foreign company is a company or body corporate incorporated outside India which –

(a)  has a place of business in India whether by itself or through an agent, physically or through electronic mode; and

(b) conduct any business activity in India in any other manner.

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