REGISTRATION OF FOREIGN COMPANIES

Particulars relating to directors and Secretary to be furnished to the Registrar by foreign Companies:

1. Every foreign company shall, within thirty days of establishment of its place of business in India, in addition to the particulars specified in subsection (1) of section 380 of the Act (i.e, Companies Act, 2013), also deliver to the Registrar for registration, a list of directors and Secretary of such company.

2. The list of directors and secretary or equivalent (by whatever name called) of the foreign company shall contain the prescribed particulars, for each of the persons included in such list.

3. (3) A foreign company shall, within a period of thirty days of the establishment of its place of business in India, file with the registrar Form FC-1with such fee as provided in Companies (Registration Offices and Fees) Rules, 2014 and with the documents required to be delivered for registration by a foreign company in accordance with the provisions of sub-section (1) of section 380 and the application shall also be supported with an attested copy of approval from the Reserve Bank of India under Foreign Exchange Management Act or Regulations, and also from other regulators, if any, approval is required by such foreign company to establish a place of business in India or a declaration from the authorized representative of such foreign company that no such approval is required.

4. (4) Where any alteration is made or occurs in the document delivered to the Registrar for registration under sub-section (1) of section 380, the foreign company shall file with the Registrar, a return in Form FC2 along with the fee as provided in the Companies (Registration Offices and Fees) Rules, 2014 containing the particulars of the alteration, within a period of thirty days from the date on which the alteration was made or occurred.

Financial Statement of foreign company:

Every foreign company shall prepare financial statement of its Indian business operations in accordance with Schedule III or as near thereto as may be possible for each financial year including-

i. documents required to be annexed thereto in accordance with the provisions of Chapter IX of the Act i.e. Accounts of Companies
ii. documents relating to copies of latest consolidated financial statements of the parent foreign company , as submitted by it to the prescribed authority in the country of its incorporation under the provisions of the law for the time being in force in that country:
Provided that where such documents are not in English language, there shall be annexed to it a certified translation thereof in the English language:
iii. Such other documents as may be required to be annexed or attached in accordance with sub-rule (2).

2. Every foreign company shall, along with the financial statement required to be filed with the Registrar, attach thereto the following documents; namely:-

a. Statement of related party transaction, which shall include-

i. (i) name of the person in India which shall be deemed to be the related party within the meaning of clause (76) of section 2 of the Act of the foreign company or of any subsidiary or holding company of such foreign company or of any firm in which such foreign company or its subsidiary or holding company is a partner;
ii. nature of such relationship;
iii. description and nature of transaction;
iv. amount of such transaction during the year with opening ,closing, highest and lowest balance during the year and provisions made (if any) in respect of such transactions;
iv. reason of such transaction;
vi. material effect of such transaction on both the parties;
vii. amount written off or written back in respect of dues from or to the related parties;
viii. a declaration that such transactions were carried out at arms’ length basis; and
ix. any other details of the transaction necessary to understand the financial impact;

b. Statement of repatriation of profits which shall include-

i. amount of profits repatriated during the year;
ii. recipients of the repatriation;
iii. form of repatriation;
iv. dates of repatriation;
v. details if repatriation made to a jurisdiction other than the residence of the beneficiary;
vi. mode of repatriation; and
vii. approval of the Reserve Bank of India or any other authority, if any.

c. Statement of transfer of funds (including dividends if any) which shall, in relation of any fund transfer between place of business of foreign company in India and any other related party of the foreign company outside India including its holding, subsidiary and associate company, include-

i. date of such transfer;
ii. amount of fund transferred or received;
iii. mode of receipt or transfer of fund;
iv. purpose of such receipt or transfer; and
v. approval of Reserve Bank of India or any other authority, if any.

3. The documents referred to in this rule shall be delivered to the Registrar within a period of six months of the close of the financial year of the foreign company to which the documents relate.
Provided that the Registrar may, for any special reason, and on application made in writing by the foreign company concerned, extend the said period by a period not exceeding three months.