CA Final

Paper - 4

Content Book For

Company Law

(Volume I – 10th Edition)

Applicable for May 2023 Exams

CA Arpita Surendra Tulsyan

www.arpitatulsyan.com

1
 STAY CONNECTED FOR UPDATES & AMENDMENTS:

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shall be notified by ICAI in RTP.
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Copyright © 2022 with CA Arpita Tulsyan

All rights reserved.

Law stated in the Book is amended upto 31st October 2022

Published by Jai Adhinath Educare

No part of this publication may be reproduced, distributed, or transmitted in any form or

by any means, including photocopying, recording, or other electronic or mechanical
methods, without the prior written permission of the author. Breach of this condition is
liable for legal action.

Disclaimer:

Every effort has been made to avoid errors or omission in this Book. In spite of this, errors
might exist. Any Mistake, Error or Discrepancy may be brought to our notice which shall
be taken care of in the next edition. It is hereby notified that neither the Author nor the
Publisher or the seller/distributor of this Book will be responsible for any damage or loss
of action to anyone, of any kind, in any manner.

All disputes are Subject to Thane Jurisdiction only.

ACKNOWLEDGEMENT

I would like to thank My Parents, Almighty & My Sister CA Ankita Tulsyan for providing
me an opportunity to share knowledge with the students; without them it wouldn’t have
been possible for me to work Effectively, Independently and provide Quality Education to
you all.

This Book has been possible only because of My Students.

Thank - you for believing in me, giving me continuous support, motivation & lots of love.

I would also like to show my appreciation towards my Father Mr. Surendra Tulsyan, my
friend CA Vinesh Savla & my entire team for helping me in successful completion of this
book.

Valuable Suggestions & Constructive Feedback would be highly appreciated.

Please Feel Free to mail me on arpita.tulsyan@gmail.com

3
 Preface to the 10th edition
In this competitive world it is very important to have a reputed professional degree to
enhance your career. By choosing CA & coming till this level, you have already taken a
step ahead in this direction.
Well my Personal Aim is to help you to achieve this goal named as “CA” and be a part of
your success story.
2 Pillars of this course are Hard-work & Dedication. The day, these 2 come into force
cumulatively, no one can stop you from achieving the Title – “CA” !!
I am highly delighted to present this 10th Edition Book before you all, my dear
students.

Salient Features of Volume I:

Multi – Coloured Book
Easy to Understand
Full Coverage of the Syllabus
Includes all Amendments upto 31.10.2022
Summary of Important Time Limits & Penalties given at the end of chapter.
Revision Tables given at the end of Chapter (For Super Quick Revision Only)
Relevant Case Laws covered
Language of Bare Act used at Some Places for Better & In-Depth Understanding

Colours used:
Black – Headings & Sub-Headings Blue Colour – Provisions & its Content
Red Colour – Important Green Colour – Latest Amendments

Please Note:
For Amendments/Updates/corrigendum (if any) can be accessed from our website:
www.arpitatulsyan.com
For Videos on these updates, subscribe to our
YouTube Channel: “Arpita’s Commerce Eduworld” Telegram Channel: CA Arpita Tulsyan

This Book is best supported with Video Lectures (Google Drive/ Pendrive).

For General Queries: 9326962521 / 8976561008

Good Luck!! 
Best Regards,

CA Arpita S. Tulsyan
(Author)

4
 How to Study From this book?
Hello Students.. I am here to discuss – How to Study Law from this Book!!

• 1st of all, start reading the Content (Provisions) Chapter-wise in the same sequence,
as given in the Index.
• Once you are done with 1 chapter, again Revise the Content using Revision Tables,
so that you start retaining it!
• After you are done with this 2nd reading, go to the Question – Answers (Subjective) –
Read the Question – Try to recollect the Answer – Read the Answer & understand
the language used.
• After you are done with seeing the Q & A, make sure you do writing practice of a
couple of answers.
• Then lastly, go to the MCQ Section. Mark the Answers on your own with pencil &
then check it with the solutions given.
• Repeat the same process for all the chapters

GENERAL POINTS:

• Make sure you do cumulative Revision occasionally, so as to retain the subject

• Take Self – Test from the Book (Choose a few questions, write down the Answers
without looking in the Book & Check them)
• Don’t leave anything.
• Everything is Important. All Chapters are equally Important!
• Try to recollect Section Numbers to the Extent Possible.
• Since we have covered everything relevant from ICAI Material, you NEED NOT REFER
IT.

STAY CONNECTED:

Subscribe to my YouTube Channel – Arpita’s Commerce Eduworld &

Telegram Channel CA Arpita Tulsyan, so that you don’t miss any important update!!

Drop a WhatsApp on 91 – 9326962521 – Mentioning your name & that you have
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5
ABBREVIATIONS:
AV – Audio Visual
B2B / B2C - Business to Business, Business to Consumer
BIFR – Board for Industrial and Financial Reconstruction
BOD – Board of Directors
BOA – Books of Accounts
CA, 1956 – Companies Act, 1956
CA, 2013 – Companies Act, 2013
CEO - Chief Executive Officer
CG - Central Government
CLB – Company Law Board
EGM - Extraordinary General Meeting
FR – Free Reserve
FS – Financial Statements
IBC - Insolvency and Bankruptcy Code, 2016
IFSC – International Financial Service Centre
KMP – Key Managerial Personnel
LLP - Limited Liability Partnership
MCA – Ministry of Corporate Affairs
MOA - Memorandum of Association
NBFC - Non - Banking Finance Companies
NP – Net Profit
NRC – Nomination and Remuneration Committee
OR – Ordinary Resolution
PFI - Public Financial Institution
PUSC - Paid up Share Capital
RO – Registered Office
ROBH – Reasonable Opportunity of Being Heard
ROC – Registrar of Companies
SEBI – Securities Exchange Board of India
SEZ - Special Economic Zone
SG - State Government
SHS – Shareholders
SP – Securities Premium
SR – Special Resolution
TAT – Tribunal and Appellate Tribunal
T/o – Turnover
OG – Official Gazette

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SYLLABUS BIFURCATION AS PER ICAI:
Corporate Laws (Company Law & SEBI) - 70 Marks
Economic Laws – 30 Marks

Chapter-wise Marks Distribution In Exams

(Descriptive Questions) (includes Optional Questions)

NEW COURSE
Sr M- N- M- N- N- Jan July N- M- N-
Particulars Average
No 18 18 19 19 20 21 21 21 22 22
Companies
1 Incorporated 2 10 0 8 0 8 4 4 4 4 4
Outside India
2 NCLT & NCLAT 8 8 0 0 0 4 0 0 0 0 2
Compounding of
Offences,
3 2 2 0 0 4 0 8 7 4 0 3
Adjudication &
Special Courts
Prevention Of
4 Oppression And 0 3 4 0 0 4 0 0 4 0 2
Mismanagement
Inspection,
5 Inquiry And 7 12 0 4 0 4 4 4 0 4 4
Investigation
Miscellaneous
6 8 0 8 4 8 4 0 4 4 8 5
Provisions
Compromises,
Arrangements
7 8 0 4 4 8 0 4 4 4 4 4
And
Amalgamations
8 Winding Up 6 0 8 4 4 0 4 4 4 4 4
Appointment &
Remuneration Of
9 0 12 0 0 12 8 4 10 10 8 9
Managerial
Personnel
Appointment &
10 Qualifications 12 20 16 18 8 4 8 8 8 6 11
Of Directors
Meetings of
11 Board And Its 20 0 10 8 6 14 10 4 8 12 9
Powers

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 Index

Sr.
Particulars Page No.
No.
-- Initial Pages 1 – 8

1 Companies Incorporated Outside India 9 – 23

National Company Law Tribunal & Appellate Tribunal
2 24 – 31
(NCLT & NCLAT)
Compounding of Offences, Adjudication &
3 32 – 45
Special Courts
4 Prevention Of Oppression And Mismanagement 46 – 59

5 Inspection, Inquiry And Investigation 60 – 85

6 Miscellaneous Provisions 86 – 118

7 Compromises, Arrangements And Amalgamations 119 – 142

8 Winding Up 143 – 176

9 Appointment & Remuneration Of Managerial Personnel 177 – 207
10 Appointment & Qualifications Of Directors 208 – 254

11 Meetings of Board And Its Powers 255 – 308

Corporate Secretarial Practice - Drafting Of Notices,
12 309 – 315
Resolutions, Minutes And Reports
13 Important Definitions 316 – 322

Please Note:
Extra Amendments (if any) notified by ICAI will be made available after
RTP May 2023 is released.
The same will be available for download from www.arpitatulsyan.com

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COMPANIES INCORPORATED OUTSIDE INDIA

(Sec. 379-393A)

DEFINITION OF A FOREIGN COMPANY [Section 2(42)]

(Refer Q1, Q2, Q6, Q13, Q14, Q16, Q23, Q27)
Means any company or body corporate incorporated outside India which -
(a) Has a place of business in India, Whether by itself or through an agent,
physically or through electronic mode. AND
(b) Conducts any business activity in India in any other manner.

Important Note:
(1) As per Companies (Registration of Foreign Companies) Rules, 2014,
electronic mode means carrying out electronically based, whether main server is
installed in India or not, including, but not limited to B2B transactions , B2C
transactions , accepting deposits or subscriptions in securities in India , financial
settlements , web based marketing , supply chain management , online services
such as telemarketing , education, information research, telecommuting , all
related data communication services etc; whether conducted by email , mobile ,
social media , cloud computing etc.

Explanation.- For the purposes of this clause, electronic based offering of

securities, subscription thereof or listing of securities in the International
Financial Services Centres set up under section 18 of the SEZ Act, 2005 (28
of 2005) shall not be construed as ‘electronic mode’ for the purpose of clause
(42) of section 2 of the Act.

(2) As per Sec. 386, ‘place of business’ includes a Share Transfer Office or
Share Registration Office.
(3) Incorporation of company outside India , by Indian Citizens will not fall under
the definition of foreign company, unless it fulfills the condition of Sec. 2(42)

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APPLICATION OF THIS ACT TO FOREIGN COMPANIES

(SECTION 379) : (Refer Q7, Q15, Q18, Q19, Q22, Q26, Q27)

(1) Section 380 to 386 & Section 392 & 393 , shall apply to all foreign companies.

(2) When ≥ 50% of PUSC (equity or preference or both) is held together by :

≥ 1 citizen of India OR ≥ 1 Companies incorporated OR ≥ 1 citizens of India

In India and
≥ 1 companies
incorporated in India

Such company shall comply with the provisions of this Chapter & such other
provisions of this Act w.r.t business carried on by it in India , as if it were a
company incorporated in India.

DOCUMENTS ETC TO BE DELIVERED TO REGISTRAR

BY FOREIGN COMPANIES (SECTION 380) :
(Refer Q1, Q4, Q7, Q13, Q17, Q22, Q28)

(i) List of Documents to be delivered by every foreign company (FC) to ROC for
registration:-

(a) Certified copy of Charter/Statute or MOA/AOA in English (if not in English,

a certified translation in English, needs to be submitted)

(b) Full address of Principal / Registered office

(c) Full address of FC office in India

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(d) Name & Address of person resident in India (i.e. authorised to accept
documents /notices in India)

(e) List of directors/ secretary of company & their particulars like:

• Name - Surname in full
• Fathers’ / Mothers’ / Spouses’ Name
• Date of Birth
• Residential Address
• Nationality
• Passport Number
• PAN (If applicable)
• Occupation
• DIN/CIN (if director in an Indian Co.)
• Other directorship
• Secretary’s Membership No
• Email ID
• Former Name/ Surname in Full

(f) Any dates of opening / closing place of business in India earlier.

(g) Declaration that none of the directors or authorised persons are convicted /
debarred from formation of Companies in India / abroad

(h) Other information , as required.

- Above information must be delivered to ROC within 30days of establishment

of place of business in India in Form FC- 1
(Above documents + Form + Attested copy of approval from RBI under FEMA,
1999 + Attested copy of approval from any other regulator & if no such approval is
required , then declaration from authorised representative of such FC that no
such approval is required)

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- These documents shall be delivered to ROC having jurisdiction over New

Delhi.

- FC , which existed at commencement of CA, 2013 & which had not delivered
the documents , shall continue to be subjected to CA ,1956.

- If there is any alteration, in the documents submitted above , it shall be

delivered to ROC within 30days of such alteration in Form FC-2 + Fees.

Note:
As per Companies (Registration of Foreign Companies) Rules, 2014, if any FC
ceases to have a place of business in India, it shall give notice to ROC.
From this date of giving notice, the obligation of the company, to deliver any
documents to ROC shall cease , if it has no other place of business in India.

ACCOUNTS OF FOREIGN COMPANY (SECTION 381)

(Refer Q3)

- Every FC shall in every year/calendar year - prepare & file with ROC a B/S &
P/L for every Financial Year (Refer Definition at the end of the Book)
• in such form as prescribed
• containing such particulars as prescribed
• including/attached such documents as may be prescribed.
- If any document is not in English language , then a certified translation copy
must be annexed .
- CG may exempt any FC or class of FC.
- These copies of B/S & P/L shall be delivered to ROC.
- Every FC shall prepare a list of all places of business established in India in
Form FC-3 as on the B/S date & must be filed with ROC along with B/S &
P/L.

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Preparation of Financial Statement (FS):

- FS of Indian Business Operation shall be in same form as Schedule III (to the
extent possible) for each financial year.
- All such documents as are required to be annexed to FS of a company as per
Companies Act (Sec. 128-138) shall be annexed to FS of a Foreign Company.
- All such documents relating to CFS of parent foreign company as submitted
by company in its country of incorporation; shall also be filed.
- Company shall also file along with FS a statement w.r.t. related party
transactions, repatriation of profits & transfer of funds.
- Documents shall be filed within 6 months of close of FY.
- Extension application can be made by FC & if there is justifiable reason for
extension, it may be granted by ROC for maximum 3 months.
- Accounts pertaining to Indian Business Operation shall be audited by a
practicing CA in India or a firm or LLP of practicing CA’s.
- Provisions of Companies Act (Sec.128 – 148) & Rules shall also apply to FC.

Authentication of translated financial statements [Rule 10 of the Companies

(Registration of Foreign Companies) Rules, 2014]: (Refer Q20)
(1) All the documents required to be filed with the Registrar by the foreign
companies shall be in English language and where any such document is not in
English language, there shall be attached a translation thereof in English
language duly certified to be correct in the manner given in these rules.
(2) Where any such translation is made outside India, it shall be authenticated by
the signature and the seal, if any, of—
(a) the official having custody of the original; or
(b) a Notary (Public) of the country (or part of the country) where the company is
incorporated:
Provided that where the company is incorporated in a country outside the
Commonwealth, the signature or seal of the person so certifying shall be
authenticated by a diplomatic or consular officer empowered under section 3 of
the Diplomatic and Consular Officers (Oaths and Fees) Act, 1948, or, where

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there is no such officer, by any of the officials mentioned in section 6, of the

Commissioners of Oaths Act, 1889, or in any relevant Act for the said purpose.
(3) Where such translation is made within India, it shall be authenticated by—
(a) an advocate, attorney or pleader entitled to appear before any High Court; or
(b) an affidavit, of a competent person having, in the opinion of the Registrar, an
adequate knowledge of the language of the original and of English.

DISPLAY OF NAME ETC OF FOREIGN COMPANY

(SEC. 382): (Refer Q10, Q21)

It is the duty of FC to exhibit its name:

Outside Place of Business: In Bills, letters etc:
- Name of FC - Name of FC
- Country of Incorporation - Country of Incorporation
- Fact that liability is limited. - Fact that liability is limited

These must be exhibited in These must be exhibited in

English & 1 of the local language all letter papers, business
letters, bill heads & in all
notices & other publications
of the company in English.

SERVICE OF DOCUMENTS ON FOREIGN COMPANY

(Sec. 383): (Refer Q8, Q26)
Any notice, process or document required to be served on FC shall be deemed to
be sufficiently served if:
- addressed to any person whose name & address was delivered to ROC u/s
380 (authorised person in India) &
- left at / by post, to address which was delivered to ROC or by electronic
mode.

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DEBENTURES, ANNUAL RETURN, REGISTRATION OF

CHARGES , BOA & THEIR INSPECTION (SEC. 384): (Refer Q17)
- Provisions of Section 71 (Issue of Debentures), Section 92 (Preparation &
filing of Annual Return) , Section 128 (Book of Accounts etc to be kept by
company), provisions relating to Registration of Charges & provisions related
to Inspection , Inquiry & Investigation , as applicable to Indian Companies are
also applicable to Foreign co. (to the extent possible)
- Provisions relating to CSR – Section 135 are also applicable to a FC as they
apply to an Indian co, subject to such exceptions & modifications
- According to Rule 7 of Companies (Registration of Foreign companies) Rules,
2014 –
Every FC shall prepare an annual return in Form FC-4 & file it to ROC
within 60 days of last day of FY & it should contain the particulars as on the
last day of FY.

FEE FOR REGISTRATON OF DOCUMENTS (SEC. 385)

Prescribed Fees must be paid by FC to ROC while registering any documents.

DATING OF PROSPECTUS & PARTICULARS TO BE

CONTAINED THEREIN (SECTION 387): (Refer Q12, Q24)
This Section is applicable w.r.t any prospectus issued by company incorporated
outside India or to be incorporated outside India.
- No person shall issue/circulate/distribute in India, any prospectus to subscribe
for securities of a company incorporated outside India, unless it is dated & signed.
- It shall contain the details, namely:
• law under which company was incorporated.
• Indian address where documents can be inspected
• Date & Country of Incorporation
• Address of Principal Office in India, if any.
• Instrument defining the constitution of company.
- It should also contain the matters as specified u/s 26.

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- All the above conditions must be compulsorily complied with.

- Application form will be accompanied with the prospectus.

PROVISIONS AS TO EXPERT’S CONSENT & ALLOTMENT

(SECTION 388): (Refer Q24)
No person shall issue/circulate/distribute in India, any prospectus if:
- Expert has not given his written consent
- Expert has withdrawn his consent before registration of prospectus
- Prospectus does not contain a statement that expert has given his consent &
has not withdrawn.
Expert Statement is deemed to be included in the prospectus, if it is contained in
any report etc or a reference to the same is given.

REGISTRATION OF PROSPECTUS (SECTION 389)

(Refer Q9, Q24)
- Before issue/distribution/circulation of prospectus, FC Shall:
• Deliver to ROC – certified copy of prospectus
• States on the face of it – that is has been delivered
• Expert’s consent (as u/s 388) is attached to prospectus
• Such other documents as prescribed*
- Copy of prospectus shall be certified by Chairperson of company & 2 other
directors of co.
* Such other documents as per Rule 11:
• Expert’s consent for issue of a prospectus
• Copy of Contract/Memorandum for appointment of MD/Manager giving full
details
• Copy of Underwriting Agreement
• Copy of Power of Attorney (if prospectus is signed by authorised agents of
director)
• Copy of any material contract, other than those entered in ordinary course
of business, within last 2 years.

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OFFER OF INDIAN DEPOSITORY RECEIPTS (SEC. 390):

(Refer Q15)
• IDR are instruments which are in form of Receipt created by Domestic
Depository in India & authorised by company incorporated outside India.
• Concept of IDR (in simple language):
Foreign co. wants to raise funds from India. Therefore it issues it shares to
Depository (in India). Such depository keeps the shares of Foreign co. with itself
& issues IDR (Denominated in Rs.) to Indian investors. Such investors’ money is
invested in IDR, which is ultimately passed on to the foreign co.
• CG will make rules for: offer of IDR, manner in which IDR shall be dealt in,
manner of sale, transfer or transmission of IDR, requirement of disclosures in
prospectus etc.
• No Company incorporated or to be incorporated outside India, whether the
company has or has not established, or may or may not establish, any place of
business in India shall make an issue of IDRs unless it complies with the
conditions mentioned under this Rule, in addition to the SEBI (Issue of Capital
and Disclosure Requirements) Regulations, 2009 and any directions issued
by the RBI.

APPLICATION OF SECTION 34-36 & CHAPTER XX

(SEC. 391):

Provisions of Section 34-36* shall apply to:

- Issue of prospectus by company incorporated outside India u/s 389 &
- Issue of IDR by a foreign company ……. 391 (1)

Subject to Section 376, the provisions of Chapter XX i.e. Winding up shall apply
for closure of a place of business of a FC in India, as if it were a company
incorporated in India, in case such FC has raised monies through offer or issue
of securities, which have not been repaid or redeemed ……… 391 (2)

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* Sec 34-36
Sec 34 – Criminal liability for mis-statement in prospectus
Sec 35 - Civil liability for mis-statement in prospectus
Sec 36 – Punishment for fraudulently inducing persons to invest

PUNISHMENT FOR CONTRAVENTION (SECTION 392)

(Important Answer) : (Refer Q1)

Without prejudice to Sec. 391,

If any person contravenes the provisions of this Chapter, FC shall be punishable
with fine: Min: Rs. 1,00,000, Max. Rs. 3,00,000
& in case of continuing offence – an additional fine upto Rs. 50000/day &
Every officer of FC (defaulting) shall be punishable with fine: Min – Rs. 25000,
Max. Rs 5,00,000

COMPANY’S FAILURE TO COMPLY WITH PROVISIONS

OF THIS CHAPTER NOT TO AFFECT VALIDITY OF
CONTRACTS ETC. (SECTION 393): (Refer Q17, Q19)

If a company fails to comply with any provisions of this chapter, it shall not affect:
- Validity of any contract entered into by FC
- Company may be sued
- Company cannot claim any set-off, make any counter claim, institute legal
proceedings, for this contract/transaction, until it has complied with relevant
provisions.

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SECTION 393A:
The Central Government may, by notification, exempt any class of-
(a) foreign companies;
(b) companies incorporated or to be incorporated outside India, whether the
company has or has not established, or when formed may or may not establish, a
place of business in India,
as may be specified in the notification, from any of the provisions of this Chapter
and a copy of every such notification shall, as soon as may be after it is made, be
laid before both Houses of Parliament.
Notification dated 05.08.2021:
In exercise of the powers conferred by section 393A of the Companies Act,
2013 (18 of 2013), the Central Government hereby exempts, from the provisions
of sections 387 to 392 (both inclusive), the following:-
(a) foreign companies;
(b) companies incorporated or to be incorporated outside India, whether the
company has or has not established, or when formed may or may not establish, a
place of business in India,
insofar as they relate to the offering for subscription in the securities,
requirements related to the prospectus, and all matters incidental thereto in the
IFSC set up under section 18 of the SEZ Act, 2005 (28 of 2005)

Rule 12 of Companies (Regn. of Foreign Cos.) Rules, 2014: (Refer Q11)

If any person/(s) trade or carry on business in any manner under any name or
title or description as a foreign co registered under the Act/Rules, that person
or each of those persons shall unless duly registered as foreign co. under the
Act & Rules, shall be liable for investigation u/s 210 of the Act & action
consequent upon that investigation shall be taken against that person.

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Summary of IMP Penalties:

Section Particulars Penalties

No.
392 If any person contravenes the FC shall be punishable with fine: Rs. 1,00,000 -
provisions of this Chapter, Rs. 3,00,000
& in case of continuing offence – an additional
fine upto Rs. 50,000/day &

Every defaulting officer of FC:

Fine: Rs. 25000 - Rs 5,00,000

Summary of IMP Forms:

Form No. Purpose

FC – 1 Application for Registering FC in India
FC – 2 Alteration in any Documents
FC – 3 List of all places of business established in India as on the B/S date
FC – 4 Annual Return

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Super - Quick Revision of IMP Provisions of

Companies Incorporated Outside India:

Definition of a foreign (ctd) Preparation of Financial

company: (f) Any dates of opening / Statement (FS):
Means any company or body closing place of business in FS of Indian Business
India earlier. Operation shall be in Sch III.
corporate incorporated
(g) Declaration that none of All such documents relating
outside India which -
the directors are convicted / to CFS of parent foreign
(a) Has a place of business in debarred from formation of
company as submitted by
India, Whether by itself or Companies in India / abroad
company in its country of
through an agent, physically (h) Other information , as incorporation; shall also be
or through electronic mode. required. filed.
AND - Above information must be Company shall also file
delivered to ROC within along with FS a statement
(b) Conducts any business
30days of establishment of w.r.t. related party
activity in India in any other POB in India in Form FC- 1
transactions, repatriation of
manner. -These documents shall be profits & transfer of funds.
delivered to ROC having Documents shall be filed
Documents to be delivered jurisdiction over New Delhi. within 6 months of close of
to ROC by FC: -If there is any alteration, in FY. (extension by max
(a) Certified copy of the documents submitted above 3months)
Charter/Statue or , it shall be delivered to ROC Provisions of Companies
MOA/AOA in English (if not within 30days of such Act (Sec.128 – 148) & Rules
in English , a certified shall also apply to FC.
alteration in Form FC-2 +
translation in English, needs
to be submitted) Fees.
Service of documents on
(b) Full address of Principal / Accounts of FC: FC: Shall be deemed to be
Registered office Every FC shall prepare & file sufficiently served if:
(c) Full address of FC office with ROC a B/S & P/L
in India - addressed to any person
If any document is not in
(d) Name & Address of person English language , then a whose name & address was
resident in India (i.e. certified translation copy must delivered to ROC u/s 380
authorised to accept be annexed . Every FC shall (authorised person in India) &
documents (notices in India) - left at / by post, to
prepare a list of all places of
(e) List of directors/ business established in India in address which was delivered
secretary of company & their Form FC-3 as on the B/S to ROC or by electronic
particulars. (ctd) mode.
date & must be filed with ROC
along with B/S & P/L.

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Dating of prospectus &
particulars to be contained
therein:
This Section is applicable
w.r.t any prospectus issued
by company incorporated
outside India or to be
incorporated outside India.
- No person shall
issue/circulate/distribute in
India, any prospectus to
subscribe for securities of a
company incorporated outside
India, unless it is dated &
signed.
- Shall contain the details,
namely:
law under which company was
incorporated; Indian address
where documents can be
inspected; Date & Country of
Incorporation; Address of
Principle office in India, if any;
Instrument defining the
constitution of company.
- It should also contain the
matters as specified u/s 26.
- Application form will be
accompanied with the
prospectus.
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Volume I
9326962521
Provisions as to expert’s Registration of prospectus:
consent & allotment: Before issue/ distribution/
No person shall circulation of prospectus, FC
issue/circulate/distribute in shall:
India, any prospectus if: Deliver to ROC – certified
Expert has not given his copy of prospectus; States on
written consent; Expert has the face of it – that is has
withdrawn his consent before been delivered; Expert’s
registration of prospectus; consent (as u/s 388) is
Prospectus does not contain attached to prospectus etc
a statement that expert has - Copy of prospectus shall be
given his consent & has not certified by Chairperson of
withdrawn. company & 2 other directors
Expert Statement is deemed of co.
to be included in the
prospectus, if it is contained Application of section
in any report etc or a 34-36 & Chapter XX
reference to the same is Provisions of Section 34-36
given. shall apply to:
- Issue of prospectus by
Concept of IDR: company incorporated outside
Foreign co. wants to raise India u/s 389 &
funds from India. Therefore it - Issue of IDR by a foreign
issues it shares to company ……. 391 (1)
Depository (in India). Such
depository keeps the shares Subject to Section 376, the
of Foreign co. with itself & provisions of Chapter XX i.e.
issues IDR (Denominated in Winding up shall apply for
Rs.) to Indian investors. Such closure of a place of business
investors’ money is invested of a FC in India, as if it were a
in IDR, which is ultimately company incorporated in
passed on to the foreign co. India, in case such FC has
raised monies through offer
or issue of securities, which
have not been repaid or
redeemed ……… 391 (2)
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