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Companies Incorporated Outside India

Foreign co. means a co. which is incorporated o/s India which has
Place of Business in India Physically
and conducting agent
Business activity in India electronic

electronic mode server may be anywhere

B – B to B, B to C
Data interchange, digital supply transaction
F – fin. settlements, web based mkt, advisory & transactional, Database Supply Chain Management
O – Online service, telecommuting, telemarketing, tele medicine, education. info research
O – offering securities/ inviting deposits from Indian citizens
D – Data communication services.
Offering securities to IFSC in India not covered in electronic mode.

Applicability
Sec. 380 - 386, 392-393

If foreign co's 50%. PUC held

by ES. PS
Indian Bady corporate or Indian co.1 Indian citizens jointly or singly

Chapler XXII
& other provisions of Co Act 2013 as if co is incorporated in India.

Sec. 380
Submission to RDC
FC1 + Sectoral regulators approval if any or authorised representative's decoration that no approval
needed.
RBI'S approval
within 30 days of establishment of place of business in India
Submission of MOA, AOA, Statutes, Charter other doc. containing constitution.

full actress of reg office & Place of business in India – [opening closing of former places]
List & Details of director & Secretary
Name, Surname former name, surname Address Residential if any
Occupation
Nationality
Nationality of origin (if different)
Directorship in Indian co- DIN
Name of co
CIN
Other Directorships
Passport, country of issue (more than 1 passport, then details of all passport)
Membership no of secretary

Father’s/ mother’s/ spouse name

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Date of Birth
PAN if applicable:
Declaration that none of director / authorised representative is convicted, debarred from
formation/mgmt. of co. in India or abroad

Name addresses of Person resident in India

Authorised to receive communication on behalf of foreign co. Which Registrar- Registrar of New
Delhi all does shall be served there with prescribed fees.

If foreign co. cease to have place of business in India. it shall inform registrar forthwith After this
obligations to deliver doc- to registrar also ceases provided there is no other place of business- in
India
Any doc pending under co- Act 1956, shall be filed as per that act only.

Alteration in docs. filed u/s 380 Form FC. 2 in 30 days of alteration

Accounts of foreign co. [Sec. 381]

Foreign co. shall prepare P&L and B/S every calendar year & submit to Registrar.

CG may exempt FC. Fully or with exceptions.

financial statement of Indian operations as per Schedule IV every financial year along with does
required as per Chapter IX

Does relating to CFS prepared by Parent foreign co. shall also be filed.
Financial year - year ending on 31st March co incorporated on or after 1st January- year ending on ap
March of following year.

If a co. or body corporate which is Holding/ sub/ associate of foreign co. may follow diff. FY. for
purpose of consolidation after taking approval of CG.

Any application pending before Tribunal for diff. FY. Shall be disposed by Tribunal only.

CG may exempt foreign co. from requirements of sec. 381(a) fully or with modifications.

If does not in eng. language a translation shall be ammonized in eng.

Along with financial Statements & doc. a list of places of business in India as on BIs date shall also be
annexed in form FC-3

Along with FS following docs. shall be filed

statement of Related Party Transaction
Statement of repatriation of profits
Statement of fund trf. (inching dividend)

Time limit to file FS. within 6 months from FY end

Registrar can give extension upto 3 months on any Special reason.

Audit of a/cs pertaining to Indian Business Operations shall be done By CA / LLP/ firm practicing CA

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chapter X applies for audit Display of name [Sec. 382)

conspicuously exhibit

Name & country of Incorporation [limited liability] in English language & local o/s every
office, place of business in India.
Name to country, liability of members on business letters bill heads letter paper notices Advt. other
official publications in legible English characters.
liability to be mentioned in prospectus.
Service on Foreign co.
Doc / Notices, may be served to any person mentioned in sec 380 Director / secretory authorised
representatives.
may be left at or sent by post to addresses mentioned u/s 380 Regd office POB in India.
or e- mode.

Provisions of Debentures Charges Books of a/cs

[Principal Place of business]
Inquiry, Investigation or Inspection Annual return [FC-4 within 60 days of FY end]
CSR
applies to foreign co as applies to Indian co. or applies with such exceptions / modifications as may
be applicable-
Certified - to be a true copy
Director - member of Board any person Whose instructions / directions followed by Board
Place of Business - Share transfer or Registration Office
Prospectus must be dated in signed Particulars to be included
1) Instrument defining condition
2) Enactments in which co is incorporated
3) Address where above two can be inspected (In India)
4) Date & country of incorporation
5) Address of POB in India if any.
6) Matters u/s 26 of co. act 2013
1) 2) 3) not applicable after two years of commencement of business.
No waiver of set 387 through any condition contract or doc.
Application form should be issued along with prospectus.
However bonafide invitation to underwriter then above condition not applicable.

Sec 387 doesn’t apply if securities offered to existing members / debenture holders
Only dating of Prospectus is required if securities are similar to previously issued securities & were
listed on Recognised stock exchange.

Prospectus shall not be issued with statement of expert

✓ if he has not given statement
✓ if consent is withdrawn before issue of prospectus.
✓ if a statement doesn't appear in prospectus that Expert has given consent & has not withdrawn
it.
✓ It prospected doesn’t bound persons Who shall be liable for issue of app form & for obtaining
approval from stock exchanges.

Any statement is deemed to be in Prospectus.

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if it is on face of it if Its in any report / memorandum which is issued with prospectus or whose
reference is made in prospects.

Sec. 389
A prospectus shall not be Issued unless a copy submitted to ROC certified by chairperson and 2
directors (authorised by Board resolution)
a statement should appear in prospectus regarding submission to ROC.

Annexures to Prospectus.
Consent of Expert
Contract of appointment of MD/ manager
If not in writing then memorandum containing details:
any material controls in preceding 2 years which is not in ordinary course of business underwriting
agreement:
Power of attorney is prospectus signed by authorised agents.
Offer of IDRs
CG make miles for
✓ offer of IDR
✓ Requirement of disclosures
✓ Duties of custodian, underwriter Depositories
✓ for sale, transfer or transmission of IDR.

Co. shall follow CG Rules

SEBI (ICDR) Regulations 2009
Directions of RBI
Chapter of compromise, arrangement and amalgamations applicable to merger and amalgamations
with foreign company.
Consideration to merging co. may be paid in cash partly in cash. partly in DR.

For this sec. foreign co may or may not have a POB in India.

Ser 34- Criminal liability for mis -statement in Prospectus 447

Ser-35 - Civil liability for mis -statement in Prospectus 447
Sec- 36 - fraudulently inducing persons to invest money 447.

applies to prospectus issued by foreign co. as it applies to endian co. winding up Chapler XX applies
to foreign co. mutatis mutandis.

if it raised money which have not been repaid.

Punishment for contravention without prejudice to sec. 391
foreign co - 100000 - 300000
Continuous default - 50000/ day during which contravention continues.
Officers in default - 25000 - 500000
In case of defaulting foreign co. Contracts entered will remain valid, foreign co can be sued however
it won't be able to sue, claim. set off. counter claim unless it complies with Chapter XXII

If a person trades or do business in name of foreign co. without registration investigation u/s 210
can be ordered.

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CG may exempt from requirement of Prospectus foreign co. co. incorporated or to be incorp. o/s
India may or may not have POB in India.

If securities offered in IFSC established under sec: 18 of SEZ Act 2005.

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