Chapter XII

 

FOREIGN COMPANIES

 

(Topic 301 to Topic 303)

 

Topic 301

 

DO YOU WISH TO REGISTER A FOREIGN COMPANY IN INDIA?

 

1.         Deliver to the Registrar of Companies, NCT of Delhi and Haryana, New Delhi and also to the Registrar of Companies of the State or Union Territory in which the company has its principal place of business, [Section 597(1) and (2)] the following documents within thirty days from the establishment of the place of business:

 

(i)         Form No. 44 duly filled in;

 

(ii)        A certified true copy of the Memorandum and Articles of Association or charter or statute or any other instrument which constitutes or defines the constitution of the company;

 

(iii)       If the instrument mentioned above is not in English language, then give a translation of it in English language which must be certified by the following persons:

 

(a)        If the translation is made outside India, then it shall be authenticated by the signature and seal, if any, of the official having custody of the original or of a Notary (Public) of the country where the company is incorporated. [Rule 17(2)];

 

(b)        If the translation is made within India, then by an advocate, attorney or pleader of any High Court or by an affidavit of some person who has an adequate knowledge of both the languages in the opinion of the Registrar. [Rule 17(3)].

 

2.         Get the form mentioned above signed by the person resident in India authorised to accept notice of service on behalf of the foreign company, limited companies cannot be accepted as authorised person.

 

3.         If your company is incorporated outside India by a Royal Charter or any special Act of Parliament of that country, where it is incorporated, then just give a notice to the concerned Registrar of Companies for his information on its establishing a place of business in India. You need not file the form mentioned under item I above.

 

4.         Pay the filing fee of Rs. 1000/‑ either by way of receipted treasury challan or by cash only to the Registrar of Companies, NCT, Delhi and Haryana, New Delhi.

 

5.         If the filing fee is paid by way of treasury challan, then pay through treasury challan prepared in triplicate and paid into any of the specified branches of the Punjab National Bank for credit., The description of the Head of account of the treasury challan should be as prescribed under Rule 22(1) of the Companies (Central Government's) General Rules and Forms, 1956 and as amended vide GSR 251(E), dated 21‑6‑1996 (w.e.f. 21‑6‑1996). For account head and code please see Rule 22(1) in Appendix 1.

 

6.         Two copies of the treasury challan will be given back to the depositor out of which the original copy should be attached to the Form mentioned in item 1(i).

 

7.         If the filing fee is paid through demand draft, then draw it in favour of the Registrar of Companies, NCT of Delhi and Haryana, New Delhi and payable at New Delhi.

 

8.         Along with the documents delivered to the Registrar of Companies, NCT of Delhi and Haryana, New Delhi, attach the receipted treasury challan or the demand draft for the payment of the requisite filing fee mentioned above.

 

9.         Submit to the concerned Registrar of Companies in triplicate the following, if the foreign company only wants to have a liaison office in India and will not be engaged in any trading, manufacturing or other commercial activity in India:

 

(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 Regulation 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 certiflying 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.

 

10.        Note that in case your proposed foreign company is going to be a wholly owned subsidiary of a foreign non‑banking financial company, follow the guidelines issued by the Ministry of Finance, in addition to the above requirements.

 

Topic 302

 

DO YOU, BEING A FOREIGN COMPANY, WISH TO FILE DOCUMENTS WITH THE REGISTRAR SUBSEQUENT TO REGISTRATION?

 

A. RETURN OF ALTERATION UNDER SECTION 593 (a), (b) AND (c):

 

1.         Return of alteration in Form No. 49 is to be filed with the Registrar of Companies, NCT of Delhi and Haryana, New Delhi and also with the concerned Registrar of Companies of the State or Union Territory in which the principal place of business is situated for any change in:

 

(a)        the charter, statute or Memorandum and Articles of Association; or

 

(b)        the address of the registered or principal office; or

 

(c)        the particulars of directors and secretary of the foreign company. [Section 593].

 

2.         Such a return should be delivered to both the Registrars of Companies on or before the 31st January of the year following the year in which one alteration was made or had occurred. [Rule 18(1)].

 

3.         If the Memorandum and Articles of Association is completely changed, then send a certified printed copy of it and a copy of the Special Resolution to both the Registrars of Companies along with the return.

 

4.         If the Memorandum and Articles of Association are not completely changed, then get a certified true copy of the Special Resolution certified by the person authorised to accept service of notice or other documents on behalf of the foreign company and send it along with the return to both the Registrars of Companies.

 

5.         The copy of the Memorandum and Articles of Association mentioned in item 3 must be certified by any of the following persons:­

 

(a)        If the foreign company is incorporated in a country outside the Commonwealth, then by:

 

(i)         an official of the Government to whose custody the original is committed; or

 

(ii)        a Notary (Public) of such country; or

 

[The signature or seal of any of these two officials should be authenticated by a diplomatic or consular officer empowered to do so under Section 3 of the Diplomatic and Consular Officers (Oaths and Fees) Act, 1948.]

 

(iii)       an officer of the company who shall sign it before a person having authority to administer an oath under section 3 of the Diplomatic and Consular Officers (Oaths and Fees) Act, 1948.

 

(b)        If the company is incorporated in any part of the Commonwealth, then by:

 

(i)         an official of the Government to whose custody the original is committed; or

 

(ii)        a Notary (Public) in that part of the Commonwealth; or

 

(iii)       an officer of the company, on oath before a person having authority to administer an oath in that part of the Commonwealth. [Rule 16].

 

6.         If the Memorandum and Articles of Association are not in English language, then attach a copy of the English translation certified by the signature or seal of any of the following persons:

 

(a)        If the translation is made outside India, then by

 

(i)         the official having custody of the original; or

 

(ii)        a Notary (Public) of that country in which it is incorporated.

 

(b)        If the translation is made within India, then by

 

(i)         an advocate, attorney or pleader of any High Court; or

 

(ii)        an affidavit of some person having an adequate knowledge of both the languages in the opinion of the Registrar.

 

7.         Pay the filing fee of Rs. 1000/- [Rule 20] only for filing with the Registrar of Companies, NCT of Delhi and Haryana, New Delhi, in cash or by way of re­ceipted treasury challan or demand draft.

 

8.         If the filing fee is paid by way of treasury challan, then pay through treasury challan prepared in triplicate and paid into any of the specified branches of the Punjab National Bank for credit. The description of the Head of account of the treasury challan should be as prescribed under Rule 22(1) of the Companies (Central Government's) General Rules and Forms, 1956 and as amended vide GSR 251(E), dated 21‑6‑1996 (w.ef 21‑6‑1996). For account head and code please see Rule 22(1) in Appendix 1.

 

9.         Two copies of the treasury challan will be given back to the depositor out of which the original copy should be attached to the Form mentioned in item 1.          

 

10.        If the filing fee is paid through demand draft, then draw it in favour of the Reg­istrar of Companies, NCT, Delhi and Haryana, New Delhi, and payable at New Delhi.

 

11.        Attach a receipted treasury challan or demand draft to the return evidenc­ing the payment of the requisite fee as mentioned above.

 

12.        Please keep in mind that if the foreign company fails to comply with the aforesaid requirement, the company and every officer or agent of the company who is in default will be punishable with fine up to Rs. 10,000/- and in the case of a continuing offence with an additional fine up to Rs. 1,000/- for every day during which the default continues. [Section 598].

 

B. RETURN OF ALTERATION UNDER SECTION 593 (d) & (e):

 

1.         File a return of alteration in Form No. 52t with the Registrar of Companies, NCT Delhi and Haryana, New Delhi, and also with the concerned Registrar of Companies of the State or Union Territory in which the principal place of business of the foreign company is situated for a change in:

 

(i)         the names or addresses of persons residents of India, authorised to accept service on behalf of a foreign company; or

 

(ii)        the address of the principal place of business in India of a foreign company. [Section 593 (d) & (e)].

 

2.         File the return within one month from the date on which the alteration was made or occurred. [Rule 18(2)].

 

3.         Pay the filing fee of Rs. 1000/‑ [Rule 20] only for filing with the Registrar of Companies, NCT, Delhi and Haryana, New Delhi, in cash or by way of treasury challan or demand draft.

 

4.         If the filing fee is paid by way of treasury challan, then pay through treasury challan prepared in triplicate and paid into any of the specified branches of the Punjab National Bank for credit. The description of the Head of account of the treasury challan should be as prescribed under Rule 22(1) of the Companies (Central Government's) General Rules and Forms, 1956 and as amended vide GSR 251(E), dated 21‑6‑1996 (w.e.f. 21‑6‑1996). For account head and code please see Rule 22(1) in Appendix 1.

 

5.         Two copies of the challan will be given back to the depositor out of which the original copy should be attached to the Form mentioned in item 1.

 

6.         If the filing fee is paid through demand draft, then draw it in favour of the "Registrar of Companies, NCT, Delhi and Haryana", New Delhi, and payable at New Delhi.

 

7.         Attach to the return a receipted treasury challan or demand draft evidenc­ing the payment of the requisite fee, as mentioned above.

 

8.         Please keep in mind that if the foreign company fails to comply with the aforesaid requirement, the company and every officer or agent of the company who is in default will be punishable with fine up to Rs. 10,000/- and in the case of a continuing offence with an additional fine up to Rs. 1,000/- for every day during which the default continues. [Section 598].

 

C. LIST OF PLACES OF BUSINESS:

 

1.         File a list of places of business established by a foreign company in India in Form No. 52 in triplicate with the Registrar of Companies, NCT, Delhi and Haryana, New Delhi, and also with the Registrar of the State in which the principal place of business of the foreign company is situated within nine months from the date of the close of its financial year. [Section 594(3)  and Rule 18A].

 

2.         File along with this list, three copies of the balance sheet of the foreign company and also of the accounts of its Indian business. [Section 594 (1)(b) ].

 

3.         If the aforesaid foreign company is only having a liaison office in India and it is not engaged in any trading, manufacturing or other commercial activity in India then it need not file the documents mentioned above but it should submit to the appropriate Registrar of Companies in India in triplicate the following:

 

(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 Regulation 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.

 

4.         Follow the notification given by the Central Government while preparing the balance sheet and profit and loss account of the company for the specified exceptions and modifications. [Proviso to Section 594 (1)].

 

5.         If the Indian business accounts are not ready, then send along with the list three copies of the world balance sheet and file the Indian business accounts thereafter as soon as possible.

 

6.         If you are unable to file the list with the Registrar within nine months as mentioned in item I above, then make an application to the Registrar giving full reasons of the delay made and the Registrar if satisfied will grant an extension of not more than three months time and then file the list within that extended time. [Proviso to Rule 18A].

 

7.         Pay the filing fee of Rs. 1000/‑ [Rule 20] only for filing with the Registrar of Companies, NCT of Delhi and Haryana, New Delhi, in cash or by way of treasury challan or demand draft.

           

8.         If the filing fee is paid by way of treasury challan, then pay through treasury challan prepared in triplicate and paid into any of the specified branches of the Punjab National Bank for credit. The description of the Head of account of the treasury challan should be as prescribed under Rule 22(1) of the Companies (Central Government's) General Rules and Forms, 1956 and as anlended vide GSR 251(E), dated 21‑6‑1996 (w.ef 21‑6‑1996). For account head and code please see Rule 22(1) in Appendix 1.

 

9.         Two copies of the challan will be given back to the depositor out of which the original copy should be attached to the Form mentioned in item 1.

 

10.        If the filing fee is paid through demand draft, then draw it in favour of the "Registrar of Companies, NCT of Delhi and Haryana", New Delhi, and payable at New Delhi.

 

11.        Attach to the list either a receipted treasury challan or demand draft evidencing the payment of the requisite fee as mentioned above.

 

12.        Please keep in mind that if the foreign company fails to comply with the aforesaid requirement, the company and every officer or agent of the company who is in default will be punishable with fine up to Rs. 10,000/‑ and in the case of a continuing offence with‑an additional fine up to Rs. 1,000/‑ for every day during which the default continues. [Section 598].

 

D. NOTICE ON CEASING TO HAVE PLACE OF BUSINESS IN INDIA:

 

1.         Give notice to the Registrar of Companies, NCT, Delhi and Haryana, New Delhi, and also to the Registrar of the State in which the principal place of business of the foreign company is situated in Form No. 52 immediately on ceasing to have a place of business in India. [Section 597 (3)].

 

2.         You do not have to deliver any document to any of the two Registrars from the date on which the notice mentioned above is given provided the foreign company has no other place of business in India.

 

3.         Pay the filing fee of Rs. 1,000/‑ [Rule 20] only with the Registrar of Companies NCT Delhi and Haryana, New Delhi in cash or by way of demand draft or treasury challan.

 

4.         If the filing fee is paid by way of treasury challan, then pay through treasury challan prepared in triplicate and paid in cash into any of the specified branches of the Punjab National Bank for credit. The description of the Head of account of the treasury challan should be as prescribed under Rule 22(1) of the Companies (Central Government's) General Rules and Forms, 1956 and as amended vide GSR 251(E), dated 21‑6‑1996 (w.e.f. 21‑6‑1996). For account head and code please see Rule 22(1) in Appendix 1.

 

5.         Two copies of the challan will be given back to the depositor out of which the original copy should be attached to the Form mentioned in item 1.

 

6.         If the filing fee is paid through demand draft, then draw it in favour of the "Registrar of Companies, NCT, Delhi and Haryana", New Delhi, and payable at New Delhi.

 

7.         Attach to the list either a receipted treasury challan or demand draft evi­dencing the payment of the requisite fee as mentioned above.

 

8.         Please keep in mind that if the foreign company fails to comply with the aforesaid requirement, the company and every officer or agent of the company who is in default will be punishable with fine up to Rs. 10,000/- and in the case of a continuing offence with an additional fine up to Rs. 1,000/- for every day during which the default continues. [Section 598].

 

E.         PARTICULARS OF CHARGE ON PROPERTY IN INDIA CREATED BY A FOREIGN COMPANY:

 

1.         File the particulars of charge with the Registrar of Companies, NCT, Delhi and Haryana, New Delhi, and also with the Registrar of the State in which the principal place of business, of the foreign company is situated, in Form No. 55T within thirty days from the date of the creation of the charge. [Section 600(1) and section 125(1)].

 

2.         The period of thirty days in case of a charge created outside India will be counted after the date on which the instrument of charge or its copy is duly received in India. [Proviso to Section 600(1) and section 125(5)].

 

3.         Attach the original instrument creating the charge or a true copy of it certified by a responsible officer of the company to the form mentioned in item 1 above.

 

4.         If the charge is created by a company outside the Commonwealth, then the copy of the instrument of charge will be certified by the signature or seal of any of the following persons:

 

(i)         an official of the Government to whose custody the original is committed; or

 

(ii)        a Notary (Public) of such country; or

 

[The seal or signature must be authenticated by a diplomatic or consular officer empowered to do so under Section 3 of the Diplomatic and Consular Officers (Oaths and Fees) Act, 1948];

 

(iii)       an officer of the company who shall sign it before a person having authority to administer an oath under Section 3 of the Diplomatic and Consular Officers (Oaths and Fees) Act. 1948. [Rule 16(2), (3) & (4)].

 

5.         Pay the filing fee of Rs. 1000/‑ [Rule 20] either in cash or by way of re­ceipted treasury challan or by way of demand draft.

 

6.         If the filing fee is paid by way of treasury challan, then pay through treasury challan prepared in triplicate and paid in cash into any of the specified branches of the Punjab National Bank for credit. The description of the Head of account of the treasury challan should be as prescribed under Rule 22(1) of the Companies (Central Government's) General Rules and Forms, 1956 and as amended vide GSR 251(E), dated 21‑6‑1996 (w.e.f. 21‑6‑1996). For account head and code please see Rule 22(1) in Appendix 1.

 

7.         Two copies of the challan will be given back to the depositor out of which the original copy should be attached to the Form mentioned in item 1.

 

8.         If the filing fee is paid through demand draft, then draw it in favour of the "Registrar of Companies, NCT of Delhi and Haryana", New Delhi, and payable at New Delhi.

 

9.         Attach to the form mentioned in item 1 above, the receipted treasury chalIan or demand draft as the case may be, evidencing the payment of the requisite fee mentioned above.

 

F.         PARTICULARS OF CHARGE SUBJECT TO WHICH PROPERTY IN INDIA IS ACQUIRED BY THE FOREIGN COMPANY:

 

1.         File the particulars of such charge with the Registrar of Companies, NCT, Delhi and Haryana, New Delhi, and also with the Registrar of the State in which the principal place of business of the company is situated in Form No. 56 within thirty days of acquiring the property with a charge on it. [Section 600(1) and section 127(1)].

 

2.         The period of thirty days in case of a charge created outside India will be counted after the date on which the instrument of charge or its copy is duly received in India.

 

3.         Attach the original instrument creating the charge or a true copy of it certified by a responsible officer of the company or by a public officer empowered to do so under Section 76 of the Indian Evidence Act, 1872.

 

4.         Pay the fee of Rs. 1000/- [Rule 20] either in cash or by way of receipted treasury challan or by way of demand draft.

 

5.         If the filing fee is paid by way of treasury challan, then pay through treasury challan prepared in triplicate and paid in cash into any of the specified branches of the Punjab National Bank for credit. The description of the Head of account of the treasury challan should be as prescribed under Rule 22(1) of the Companies (Central Government's) General Rules and Forms, 1956 and as amended vide GSR 251(E), dated 21‑6‑1996 (w.e.f. 21‑6‑1996). For account head and code please see Rule 22(1) in Appendix 1.

 

6.         Two copies of the challan will be given back to the depositor out of which the original copy should be attached to the Form mentioned in item 1.

 

7.         If the filing fee is paid through demand draft, then draw it in favour of the "Registrar of Companies, NCT, Delhi and Haryana", New Delhi, and payable at New Delhi.

 

8.         Attach to the form mentioned in item 1 above, a receipted treasury challan or demand draft as the case may be, evidencing the payment of a requisite fee mentioned above.

 

G.        PARTICULARS OF AN ISSUE OF DEBENTURES IN A SERIES BY FOREIGN COMPANY:

 

1.         File the particulars of each issue of debentures in a series with the Registrar of Companies, NCT of Delhi and Haryana, New Delhi, and also with the Registrar of the State in which the principal place of business of the foreign company is situated in Form No. 57 within thirty days after the execution of the debenture trust deed creating a charge or after the issue of debentures of more than one series. [Section 600 (1) and Proviso to section 128].

 

2.         Attach to the form mentioned above, the original deed or a copy of it certified by a responsible officer of the company or by a public officer empowered to do so under Section­76 of the Indian Evidence Act, 1872.

 

3.         Pay the fee of Rs. 1000/- [Rule 20] either in cash or by way of receipted treasury challan or by way of demand draft.

 

4.         If the filing fee is paid by way of treasury challan, then pay through treas­ury challan prepared in triplicate and paid in cash into any of the specified branches of the Punjab National Bank for credit. The description of the Head of account of the treasury challan should be as prescribed under Rule 22(1) of the Companies (Central Government's) General Rules and Forms, 1956 and as amended vide GSR 251(E), dated 21‑6‑1996 (w.e.f. 21‑6‑1996). For account head and code please see Rule 22(1) in Appendix 1.

 

5.         Two copies of the challan will be given back to the depositor out of which the original copy should be attached to the Form mentioned in item 1.

 

6.         If the filing fee is paid through demand draft, then draw it in favour of the "Registrar of Companies, NCT of Delhi and Haryana", New Delhi, and payable at New Delhi.

 

7.         Attach to the form mentioned in item 1 above, a receipted treasury challan or demand draft as the case may be, evidencing the payment of the requisite fee of Rs. 1000/‑.

 

H.        PARTICULARS OF SERIES OF DEBENTURES CONTAINING ANY CHARGE

 

1.         File with the Registrar of Companies, NCT of Delhi and Haryana, New Delhi, and also with the Registrar of the State in which the principal place of business of the foreign company is situated particulars of the issue of the entire series of debentures containing charge in Form No. 581 within thirty days of the execution of the deed or issue of debentures of the series, the following particulars:

 

(i)         the total amount secured by the whole series;

 

(ii)        the dates of the resolutions authorising the issue of the series and the date of covering deed, if any, by which the security is created or defined;

 

(iii)       a general description of the property charged; and

 

(iv)       the names of the trustees, if any, of the debenture‑holders. [Section 600(1) read with section 128].

 

2.         Attach to the form mentioned above, the original deed or a copy thereof duly certified by any responsible officer of the company stating it to be a true copy or by a public officer empowered to do so under Section 76 of the Indian Evidence Act, 1872. [Rule 6].

 

3.         If there is no deed or agreement, then attach to the form mentioned in item 1 above, a duly stamped debenture form of each of the series.

 

4.         Pay the filing fee of Rs. 1000/- [Rule 20] either in cash or by way of re­ceipted treasury challan or by way of demand draft.

 

5.         If the filing is paid by way of treasury challan, then pay through treasury challan prepared in triplicate and paid in cash into any of the specified branches of the Punjab National Bank for credit. The description of the Head of account of the treasury challan should be as prescribed under Rule 22(1) of the Companies (Central Government's) General Rules and Forms, 1956 and as amended vide GSR 251(E), dated 21‑6‑1996 (w.e.f. 21‑6‑1996). For account head and code please see Rule 22(1) in Appendix 1.

 

6.         Two copies of the challan will be given back to the depositor out of which the original copy should be attached to the Form mentioned in item 1.

 

7.         If the filing fee is paid through demand draft, then draw it in favour of the "Registrar of Companies, NCT of Delhi and Haryana", New Delhi, and payable at New Delhi.

 

8.         Attach to the form mentioned in item 1 above, a receipted challan or demand draft as the case may be evidencing the payment of the requisite fee mentioned above.

 

I. PARTICULARS OF MODIFICATION OF CHARGE:

 

1.         File with the Registrar of Companies, NCT of Delhi and Haryana, New Delhi, and also with the Registrar of the State in which the principal place of business of the foreign Company is situated a statement containing the particulars of modification of any charge in Form No. 59 within thirty days from the date of the modification of the charge [Section 600(1) read with section 135].

 

2.         If such charge is on properties situated outside India, then the period of thirty days will be counted after the date on which the original instrument or its copy is received in India duly by post.

 

3.         Attach to this form, the original deed creating the charge or a certified copy thereof.

 

4.         The copy will be certified by a responsible officer of the company stating it to be a true copy or by a public officer empowered to do so under Section 76 of the Indian Evidence Act, 1872 where the property is situated in India.

 

5.         But if the property is situated outside India, then the copy may be certified under the seal of the company or under the hand of the responsible officer of the company stating it to be a true copy or under the hand of any person interested in the mortgage or charge on behalf of any person other than the company. [Rule 6].

 

6.         Pay the filing fee of Rs. 1000/- [Rule 20] either in cash or by way of re­ceipted treasury challan or demand draft.

 

7.         If the filing fee is paid by way of treasury challan, then pay through treasury challan prepared in triplicate and paid in cash into any of the specified branches of the Punjab National Bank for credit. The description of the Head of account of the treasury challan should be as prescribed under Rule 22(1) of the Companies (Central Govemment's) General Rules and Forms, 1956 and as amended vide GSR 251(E), dated 21‑6‑1996 (w.e.f. 21‑6‑1996). For account head and code please see Rule 22(1) in Appendix 1.

 

8.         Two copies of the challan will be given back to the depositor out of which the original copy should be attached to the Form mentioned in item 1.

 

9.         If the filing fee is paid through demand draft, then draw it in favour of the "Registrar of Companies, NCT of Delhi and Haryana", New Delhi, and payable at New Delhi.

 

10.        Attach to the form mentioned in item I above, either a receipted‑ treasury challan or demand draft as the case may be, evidencing the payment of the requisite fee mentioned above.

 

J. MEMORANDUM OF COMPLETE SATISFACTION OF CHARGE:

 

1.         File with the Registrar of Companies, NCT of Delhi and Haryana, New Delhi, and also with the Registrar of the State in which the principal place of business of the foreign company is situated a memorandum of complete satisfaction of charge in Form No. 60 within thirty days of the payment or satisfaction or release of the property charged. [Section 600(1) read with section 138(1)].

 

2.         Do not submit any such memorandum of satisfaction if there is only a part of satisfaction of a charge.

 

3.         Send along with the form mentioned in item 1 above, a letter of confirmation that the mortgagee has no objection to the Registrar recording the satisfaction.

 

4.         Pay the filing fee of Rs. 1000/- [Rule 20] either in cash or by way of treasury challan or by way of demand draft.

 

5.         If the filing fee is paid by way of treasury challan, then pay through treasury challan prepared in triplicate and paid into any of the specified branches of the Punjab National Bank for credit. The description of the Head of account of the treasury challan should be as prescribed under Rule 22(1) of the Companies (Central Govemment's) General Rules and Forms, 1956 and as amended vide GSR 251(E), dated 21‑6‑1996 (w.e.f. 21‑6‑1996). For account head and code please see Rule 22(1) in Appendix 1.

 

6.         Two copies of the challan will be given back to the depositor out of which the original copy should be attached to the Form mentioned in item 1.

 

7.         If the filing fee is paid through demand draft, then draw it in favour of the "Registrar of Companies, NCT of Delhi and Haryana", New Delhi, and payable at New Delhi.

 

8.         Attach to the form mentioned in item 1 above, a receipted treasury challan or demand draft as the case may be, evidencing the payment of the requisite filing fee mentioned above.

 

K. ANNUAL RETURN BY A FOREIGN COMPANY:

 

1.         File with the Registrar of Companies, NCT of Delhi and Haryana, New Delhi, and also with the Registrar of the State in which the principal place of business of the foreign company is situated within sixty days from the last date of its financial year a return containing the following particulars as on that day. [Section 600(3)(b)(i)]:

 

(i)         the address of the registered or principal office of the company;

 

(ii)        the address of the place where any part of the register of members or debenture‑holders is kept in India;

 

(iii)       the share issued for cash and otherwise than for cash as fully or partly paid‑up shares and bonus shares.

 

2.         Specify the following particulars in respect of each class of shares as on the last date of the financial year:­

 

(i)         the amount of the nominal share capital of the company and number of shares into which it is divided;

 

(ii)        the number of shares taken from the incorporation of the company;

 

(iii)       the amount called‑up on each share;

 

(iv)       the total amount of calls received and remaining unpaid;

 

(v)        the total amount of sums paid by way of commission in respect of any share or debenture;

 

(vi)       the discount allowed on the issue of any share or the amount of discount which is not written‑off on that day;

 

(vii)      the total number of shares forfeited;

 

(viii)      the total amount of sums allowed by way of discount in respect of any debenture;

 

(ix)       the total amount of shares for which share warrants are outstanding and of share warrants issued and surrendered and the number of shares comprised in each warrant;

 

(x)        the total amount of indebtedness of the company in respect of all charges on properties in India requiring registration under Section 600;

 

(xi)       the names, addresses, descriptions and occupation of past and present members or debenture‑holders;

 

(xii)      the number of shares or debentures held by the present members or debenture‑holders and the number of shares or debentures transferred by each of them during the financial year;

 

(xiii)      the persons who are the directors, managing director, manager or secretary of the company and who have ceased to be so during the financial year.

 

3.         The return shall be in the Form set out in Part II of Schedule V of the Companies Act, 1956, which is substituted by the Form given to Rule 3C of the application of Section 159 to Foreign Companies Rules, 1975.

 

4.         Pay the requisite filing fee of Rs. 1000/- [Rule 20] either in cash or by way of receipted treasury challan or demand draft.

 

5.         If the filing fee is paid by way of treasury challan, then pay through treasury challan prepared in triplicate and paid into any of the specified branches of the Punjab National Bank for credit. The description of the Head of account of the treasury challan should be as prescribed under Rule 22(1) of the Companies (Central Government's) General Rules and Forms, 1956 and as amended vide GSR 251(E), dated 21‑6‑1996 (w.ef 21‑6‑1996). For account head and code please see Rule 22(1) in Appendix 1.

 

6.         Two copies of the challan will be given back to the depositor out of which the original copy should be attached to the Form mentioned in item 3.

 

7.         If the filing fee is paid through demand draft, then draw it in favour of the "Registrar of Companies, NCT, Delhi and Haryana", New Delhi, and payable at New Delhi.

 

8.         Attach to the return a receipted treasury challan or demand draft as the case may be, evidencing the payment of the requisite fee mentioned above.

 

9.         Any document which any foreign company is required to deliver to the Registrar of Companies must be delivered both to the Registrar of Companies, NCT, Delhi and Haryana, New Delhi, and Registrar of the State in which the principal place of business of the foreign company is situated. [Section 597(1) and (2)].

 

10.        Please keep in mind that if the foreign company fails to comply with the aforesaid requirement, the company and every officer or agent of the company who is in default will be punishable with fine up to Rs. 10,000/- and in the case of a continuing offence with an additional fine up to Rs. 1,000/‑ for every day during which the default continues. [Section 598].

 

Topic 303

 

DO YOU WISH TO SEEK EXEMPTION FROM FILING CERTIFIED COPIES OF TRANSLATED DOCUMENT?

 

1.         For a foreign company as defined in section 591(1), it is required to file certified copies of the Charter/Statute/Memorandum and Articles of Association of that foreign company or other instrument constituting or defining the constitution of that, foreign company within thirty days of establishing the place of business in India, and in case such an instrument is in foreign language, then a certified translation thereof in English. [Section 592(1)(b)].

 

2.         If you are desirous of obtaining the exemption from filing certified copies of translated documents, then take the steps given below.

 

3.         Hold a Board Meeting and authorise a person to make representation to the Central Government to get an exemption from filing a certified copy of translated documents with the Registrar of Companies, NCT, Delhi and Haryana, New Delhi.

 

4.         See that such representation contains the detailed reasons as to why it is not practicable to certify a copy of translation.

 

5.         On being satisfied, the Central Government will grant exemption subject to certain conditions.

 

6.         Duly fulfil these conditions and get the exemption from certifying copies of translated documents.

 

7.         On receipt of the Central Government's approval, forward a certified true copy of such approval to the Registrar of Companies, both of NCT, Delhi and Haryana, and the place where the foreign company has established a place of business in India.

 

8.         See Rule 21 of the Companies (Central Government's) General Rules and Forms, 1956, and follow the conditions imposed by the Central Government.

 

9.         Please keep in mind that if the foreign company fails to comply with the aforesaid requirements, the company and every officer or agent of the company who is in default will be punishable with fine up to Rs. 10,000/‑ and in the case of a continuing offence with an additional fine up to Rs. 1,000/‑ for every day, during which the default continues. [Section 598].