TEST 8 – FOREIGN COMPANY – 20 MARKS – 45 MINS

1. (i) Tokyo Ferro Alloys Limited, a company registered in Japan, started its operations in India by
establishing a Marketing Division in Mumbai on 1st April, 2021. Recently, the Company decided
to issue certain securities in India and therefore, is planning to circulate in India, a prospectus
offering for subscription in securities of the Company. Assuming that all the other formalities in
this respect have been complied with, advise the person in-charge of Indian operations regarding
the other documents required to be annexed to the prospectus in order to registered the same,
referring to the relevant provisions of the Companies Act, 2013 and the rules made thereunder,

(ii) Vibav Pte, a company incorporated in Singapore is having a liaison office in Delhi. The
Liaison office seeks your advice regarding the documents to be filed with the Registrar along
with the financial statement under the Companies Act, 2013 read with the Companies
(Registration of Foreign Companies) Rules, 2014.

2. Joel Ltd. was incorporated in London with a paid up capital of 10 million pounds. Mr. Y an Indian
citizen holds 25% of the paid up capital. X Ltd. a company registered in India holds 30% of the
paid up capital of Joel Ltd. Joel Ltd. has recently established a share transfer office at New Delhi.
The company seeks your advice as to what formalities it should observe as a foreign company
under Companies Act, 2013 as per section 380.
3. X Inc is a company registered in UK and carrying on Trading Activity, with Principal Place of
Business in Chennai. Since the company did not obtain registration or make arrangement to file
Return, the State GST Officer having jurisdiction, intends to serve show cause notice on the Foreign
Company. As Standing Counsel for the department, advise the GST Officer on valid service of
notice.
4. Blue Berry Ltd. is a Company incorporated outside India. 50% of its preference share capital and
20% of its equity share capital are held by Companies incorporated in India. It issued prospectus
inviting subscriptions in India for its shares but did not state the Country in which it is
incorporated. Examine in the light of the provisions of the Companies Act, 2013 whether the issue
of prospectus by the Company is valid.
5. Explain the provisions of the Companies Act, 2013 relating to the filing of documents by a
company incorporated outside India, having a place of business in Mumbai. State whether failure
on the part of such a company to comply with the provisions of the Act, shall affect the validity of
any contract entered into by the company. Also state whether the company is entitled to bring any
suit in respect of any such contract.