Application of Act to the foreign companies
Where not less than fifty percent of the paid-up share capital ,whether the company is held by one or more citizens of India or by one or more companies or corporate bodies incorporated in India, or by one or more citizens of India and one or more companies or bodies corporate incorporated in India, whether singly or in the aggregate, such company shall comply with the provisions of this chapter and such other provisions of this Act as may be prescribed with regard to the business carried on by it in India as if it were a company incorporated in India.
Documents to be delivered to Registrar by foreign companies
Every foreign company shall, within thirty days of the establishment of its place of business in India, deliver to the Registrar of Business Registration–
- a certified copy of the charter; statues or memorandum or articles, of the company or other instrument constituting or defining the constitution of the company and, if the instrument is not in the English language, a certified translation thereof in English language;
- the full address of the Registered or principal office of the business where it is located.
- a list of the directors and secretary of the company containing such particulars as may be prescribed.
- the name and address or the names and addresses of one or more person resident in India authorized to accept on behalf of the business 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 India on earlier occasion or occasions.
- declaration that none of the Directors of the company or the authorized representative in India has ever been convicted or debarred from formation of companies and management in India or abroad; and
- any other information as may be prescribed.
Every foreign company existing at the commencement of this Act shall, if it has not delivered to the Registrar before such commencement, the documents and particulars specified in the Sub-section (1) of section 592 of the Companies Act, 1956 (1 of 1956),continue to be subject to obligation to deliver those documents and particulars in accordance with the Act.
Where any alteration is made or occurs in the documents delivered to the Registrar under this section, the foreign company shall, within thirty days such alteration, deliver to the registrar for business registration, a return containing the particulars of the alteration in the prescribed form.
Accounts of Foreign Company
Every foreign company shall, in every calendar year,-
- Make out a balance sheet and profit and loss account in such form, containing such particulars and including or having annexed or attached thereto such documents as may be prescribed; and ‘
- Deliver a copy of those documents to the Registrar;
Provided that the central Government may, by notification, direct that ,in the case of any foreign company or class of foreign companies, the requirements of class (a) shall not apply ,or shall apply subject to such exemptions and modifications as may be prescribed in that notification. If any such document as is mentioned in sub-section (1) is not in the English language, there shall be annexed to it a certified translation thereof in the English language. Every foreign company shall send to the Registrar shall along with the documents required to be delivered to him under sub-section (1), a copy of a list in the prescribed form of all places of business established by the company in India as at the date with reference to with the balance sheet referred to in Sub-section (1) is made out.
Display of name of the business holder of the foreign company
Every foreign company shall –
Conspicuously exhibit on the outside of every office or place where it carries on business in India, the name of the company and the country in which it is incorporated, in letters easily legible in English characters, and also in characters of the language or one of the languages in general use in the locality in which the office or place is situate.Cause the name of the company and of the country in which the company is incorporated ,to be stated in legible English characters in all business letters, bill-heads and letter paper, and in all the notices, and other official publications of the company; and If the liability of the members of the company is limited, cause notice of that fact-
- To be stated that every such prospectus issued and in all business letters, bill-heads, letter papers, notices ,advertisements and other official publications of the company in legible English Characters; and
- To be conspicuously exhibited in the outside of every office or place where it carries on business in India, in legible English characters; and also in legible characters of the language or one of the languages in general use in the locality in which the office or place is situate.
Service on Foreign Company
Any process, notice, or other document required to be served on a foreign company shall be deemed to be sufficiently served, if addressed to any person whose name and address have been delivered to the Registrar under Section 380 and left at, or sent by post to, the address which has been so delivered to the Registrar or by electronic mode.
Debentures, annual return, registration of charges, books of accounts and their inspection
- The provisions of section 71 shall apply to a foreign company
- The provisions of section 92, shall subject to such exemptions, modifications and adaptation as may be made therein by Rules made under this Act, apply to the foreign company as they apply to a company incorporated in India.
- The provisions of section 128 shall apply to a foreign company to the extent of requiring it to keep at its principal places of business in India, the books of account referred to in that section, with respect to monies received and spent, sales and purchases made, and assets and liabilities in the course of or in relation to its business in India.
- The provisions of Chapter 6 shall apply to charges on properties which are created or acquired by any foreign company.
- The provisions of Chapter 14 shall apply to the Indian business for the foreign company as they apply to a company incorporated in India.
For the purpose of the Foreign provisions of this Chapter:-
- The expression “certified” means certified in the specified manner to be a true copy or correct translation;
- The expression “director”, in relation to a foreign company, includes any person in accordance with whose directions or instructions the Board of Directors to a company is accustomed to the Act ;and
- The expression “place of Business” includes a share transfer or registration office in where the business carries.
Dating of prospectus and particulars to be contained therein
- No person shall issue, circulate or dispute in India any prospectus offering to subscribe for securities of a company incorporated or to be incorporated outside , whether the business has or has not to be established ,or when formed will or will not to be establish, a place of business in India, unless the prospectus is dated and signed, and contains the particulars with respect to the following matters, namely:-
- The instrument constituting or defining the constitution of the company ;
- The enactments or provisions by or under which the incorporation of the company was effected.
- Address in India where the said instruments, enactments or provisions, or copies thereof, and if the same or not in the English language, a certified translation thereof in English Language can be inspected.
- The date on which and the country in which the country would be or was incorporated; and
- Whether the company has established a place of business in India and if so, the address of its principal office in India; and states the matters specified under section 26.
Provided that sub-clauses (1)(2) and (3) of clause(a) of sub-sections shall not apply in the case of a prospectus issued more than two years after the date in which the company is entitled to commence a business. Any condition requiring or binding an applicant for securities to waive compliance with any requirement imposed by virtue of sub-section(1) or purporting to impute him with notice of any contract, documents or matter not specifically referred to in the prospectus, shall be void. No person shall issued to any person in India a form of application for securities of such a company or intended company as is mentioned in sub-section (1), unless the form is issued with a prospectus which complies with the provisions of this Chapter and such issue does not contravene the provisions of section 388.
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