‘afuregi Ho Zo yae-3300409 REGD. NO. D. L.-33004/99 Che Gazette of Gudia am Tl—avg 3—s7-avs (i) PART I—Section 3—Sub-section (i) nfier 8 wari PUBLISHED BY AUTHORITY AL 196) 7H facet, greater, sitet 3, 201478 13, 1936 No. 196} NEW DELHI, THURSDAY, APRIL 3, 2014/CHAITRA 13, 1936 aarritte ard Harera aft 3 fereit, 31 orf, 2014 aia, 266 (91) dia acer, ert afar, 2013 t rer 380 # STaTT (1) & Ee (a) ott Ge (aH) sike soarer (3), rer 384 At sree (1) ee (#) siz seer (3), ez 385, ATT 386 % az (a), rer 389 aie urcr 469% ara ofa errr 390 Bre we afta a sear CH gu ote at (fra weary ararem Fra sie seu, 1956 saat gr erat} afi ot ara facil 9c deft afi, 1956 (1956 =r 1) & orlte Fafa Ratt are roe at after ae ge, art Frey Fre stro ee Fr ar & ar arc aT aire Far ar &, Fefefa Frm aac &, sata 1, efter are re arom —(1) = Pst ar Bo are tt (Peet aefaai ar cstecny few, 2014 a (2) 3 frre 01 arta, 2014 at wae ett 2. afarare— (1) a rit #, ora af eink 8 area atta a A, (*) caffra & arrtt after, 2013 (2013 ar 18) afte & (8) ‘sore & ga franit & saree orrdy afta 134012018 o \2 THE GAZETTE OF INDIA : EXTRAORDINARY. [Parr Il-Sec. 3(i)) ) safer At aver 2 os (42) % shore Pry, “Cargifie ste” a eagle ow a omen and here wh en eke rer Hee a she rare red, Rares seer, tre ster, worse weafey, cern war, ex aera ae dm ay spay AH Re rer at, Fey, ae oat a aT Tah () eemgre & Horagre ate wavtenr donegre & shoe, abner sigtftacha ste ree fittoee (il) Sree sree area amftat & orm steer sa arene ware et aT mere rr (il) Fetes Frere, x anne foo, werd te wonngre aa, ererder dart ste sere, angtt fare ier; (iv) otra are itera, aoftorgf, aff, Fr ate a septa are () ait taa siaet stare tert: (3) She eh (ere erat oe te) Fre, 2014 eer eft Bs i) Sper seer “Eweg" 8 er frat ere Rear gee afer & rer wr gat ware ara & fry fe are; (3) SREY & sfitftan & aga afta & (8) corer’ & after At arc after 8: (2) ar ere ate et, ote Feat re & Fg oer oh & te fa a aot (afte shat SSFP Rer) Fm, 2094 Hofer ft ac a ac rt a oe rH a 3. PR eat are Fe ae ere & ae AR cP tse Fr or = (1) srr PRR fet re et ore ears ot ear te tat, aif eer 380 sea (1) # Fire PaeRbat is ates ot et Rte ake wer 6 aa ft Preghreer i g Paegre ‘sacra are | (2) Bre oft erat sec wf acer eee (fe ae of at ara ah) aN, eh gat sefiet ait af fry, ere Perea rae sf, rata. (%) eae argc are ste rare: (3) aR Gea ste are fh er ara area oT; (2) Rear er arm seer are a are atte afer ar aT; (3) eR arte, (3) Pravaar var; (3) Tete; (2) RR chan arpa cord at tra wef 8 at a ea: @) TRE are, Eh A arte a rh ct a er a (afk Ph RS ee a sa orenis @ att renstet a saher ban gm; (2) srawe ear arar eter (ta), aR are a; (H) Aer, aE aE a;(om [are 4) sae SOs: TT 3 (2) Far fart seqr arette wart a freee oe oreo wet & (aft Pee oe oreo ea St aT ‘Frtere rgars tear (fea), eat ar are ate arate TET dee atarseA)); @) warms aa eae: (8) aeeray deat (Fae Afra & frm); ae @ teat (3) 0-78 PRR Se area F aah ceraere carer Ft care efter Peat A ora H tae cree ore wet (crete aratera atte Fhe) Free, 2014 F war srafire Vath she site ret 380 Ft TET (1) sree opgere Peet eat are credit & fre orate wera are wer Uo ree FUT afte aire area Reord as rer PRE Ter seer fra PARTE elie artrear t aerfie VAT ara sire & ator eer At cara & fer Tht Fazaht eot rer are ser PART, fe ATE sr, sera Ot arearfta afer aver wafiia eh array tet Paeeht beh & srfiege VARY A et oer sirvorr aver arate gre fe treat are arqeires a Afira ag eI (4) et srrer 380 Ft Sree (1) ¥ ants rafter & fore eregre wt vege Tema H Sts sft Fear rar & area Squge star fat Reh ee RS afta A area Bate Pea A orale vite oo (cBrgtrcr erates ofc ta) fran, 2014 & aanfaten ite afte see weetl-2 & afeada & octet wr fate creer weet SEIT FUR | 4, fa eth er farette Peer - (1) vee feat oft see Pie ae & fae ava arte sioraare arent wr Pte Prarcor argent & anger ar sae aeger dare ater Pre Arafat art rh. (i) af Rrae Ft aera ix % niet S ager: sae are day Pee ot are afer TET arf suet at dar, (il) yer PRGA sah ace art Bar HE ger rar pe PART Saket 3 eft Ta Perea aT Re Patter softer & ame ver vega steret wafer feria Pract At wfeit & atte eras: weg ae FR rat A eater Ba Bagh ser at ae secre qT ere Fer are: Te me abe ft fort Seder arc 3 vet RAR ht era Pree aT Pt Far Paine zearasit & ge & @ sree fatafée fara 2 wet wer Pay zeae sega Fe ae (il) oer Fram (2) are sorafins reat aera Fang oR are war eatery eT Te (2) ete Pte ert cPirezre ane rer Pa aT by afra Paviia ero & ave raf (%) Safire ener arcane wr fee rat frePafird at, () area A ate ar ara Ht PRAY eh ara A RRA ee A Re age eet ane ART ert area eft ThE oe Sree Oat eA ett area een aE ang ett rer ifr eft sartare rd aofbtrare A orrer 2 ae (76) ate afer TAT TT (i) Ba aeTh A ER; Gil) errare rT Peron ste sph;4 ‘THE GAZETTE OF INDIA: EXTRAORDINARY. [Parr itSec. 3()] ee ee en 08 dorargre aie # Pre oe order Cafe AE A (u) 2a doregre a Tem, (vi) Ra seregre at Set Tera x oe TS (vil) Hoax vere Be ar Ht aaa atater H ay a are area arya fered are cafe; (vill) a sivaree steven Fe er rome eater Het A Pasa ara B; Ae (oo, fardta wera Fy area & fer arenes coragre & FTE ore wy; (ca) ava eave een, Pret rere Bt, () at Aer werratete are A A; (ii) Terre & srerat (ii) weareta 27; (ivy seavacta # area; (vy) arareff 3 saree & fpr area Starfire ar Fey are wearer wT sete; (vi) seareta ar aera, ae (vil). arrecfta tore aes area Pratt sree sft ar orga af stg (vill) rca FARM eer eee ar eae he are areT fae eo A eRe, aT war vatfres eet afte ae aerate oer te Peet Patty stereo wae AAA atom (arrariat, afe ate gt, fem) % Fare H raPatee at (i) ta stereo ét arf; (ii) ataPce area ore ff Ht oh; Gil) FRR Rt sof reer stercor ar Tera, (iv) Reh arf ara stereo at store; ate (vy sirectter Por ar rere Peet ara orfirerdh a argeiren, afe ste a1 (3) oa Rraw # safle cearaa, zearaait & aaifits AeA deh & Prete ad AM eA H a: are AT spafir oftar cfinegre A vege rar oT: reg 7 fh erase, Peat Pate aren, sire sane Peet beth are Pairs T area Hes Te TH wafer at afttears Ate are & fer aar awaT eI 6. ‘Fekath seret Be Srerrett A Saree - (41) meas Aah So are 381 A Tree (1) Se () ae Fras 4 €t oterrgare aredta etovagre warertt Be atten Bt Aare Pee ey are Sear A rca Ferree Pe arse sarste saat fare wee oardédt & Ret aah orear difta ates anfteret A serra err stare — ger Sy Fre srt & fore cards arene", cat atte afi arfree areftar eh & oe wearer: ST afitftrare atte difier erficr arfrerét afisftae, 2008 (2009 41 6) Fe gc ae ah (2) wera X wats derefar she daratters & sedet atte sae anf ware am ftw, stars coftacts afar, oat aw arr a, PRR ete arr a[oon Ulm 3609) SG FT: OAT 5 6. PRR ee etoregre carat ga he RAGA en TT A rete aT eo (THT aevaferr afte fhe) Pram, 2014 & ante oer suafite Ate afer wee ewe Farce a Pe ee arc eater anol seer ware at oe ae are Parte Per seqe HOTT rf cafes Frc —acirs Fart set art Fetter ak A ref AY ardter Be as Pa At sear ote spett (cPrefteree eaters ate Sten Pram, 2014 8 var seraifira hte are wee Calla B Fart ae A aarity & ara tafe Fafa ABT are anftte Pracor Aare she cfiregre & seer are OH 8. sevarferer rat weerr’tr eter areca atte eemTasat BF eretarcor eq ter — (1) Freft Faz ee arc Pregre @ oft one aren safe weary AE feet afer aa cg at aie ore, she cgfnfterar spwrrer XXII srk, ser Be arage Pare et the er Pret cParagre fe aaah a aeqATE ee ‘Per are (2) fateh abet eafire eet cera & efron & fire egret Ae fhe Se (RTT sarafera she ter Prat, 2014 # rer srafira ete er (3) af te Reh ee area BF see dora Fart ae HT 8, Tae ee Ter A GT TTT cBregre 4 ath, ate tet qa 23 FF aria 8 cee & am STE cera ate A ett A reer xc Sr ace, ere Re cer cera TE are elouegTe ea BT 9. grrorePareft Pet aorta after At ae a arora Pear ara Pett ares, Pains, ar athe aged aera ayer rarer Pn Te Ber wR HB eT wT a eM A TC — (1) a dertt crgsioct & age Pah er a Prafie eat - @) 0 ar yahe eit Stace sft eas Prefer are cenfite Pen are - (i) Serene a7 FTE ere Peart attra Byer Tear F sera Gi) Ba Rar ar Ae (Gea; TeTAT Gili): Ta ee eT HE eA (a) ee) sree (i) H Safe geet ar eee HT RT THAT we (*) F THEE (il) ¥ alte sitet (afer) ar ware crorafing ote starch aittvere (area atte iter) aftr, 1948 (1948 #7 40) ade 3h opie va Bafta gers Trae ara tata athhae, aera et da ae eer ae Bat ere arase afer, 1889 (52 ate 53 Feredtfere oh.10), turer 6 HF a em sitar Fre BE area eT sfinftran % gfterfera vaunted aren weft atom (ase) Bore safe eft reenter carers crorafere atte Seether sifieere (err ate Gta) afer, 1948 (1948 #1 40) % Ge 3H alte ae, wenfeata, are age afer, 1889 (52 atte 53 Predtfews #i.10) #1 eer 3 aver mer Suedfire ora Peel By wife ahs wie TTT CT drm ate are ara wre H area Peery ara oahen A Rate ave rye afetam, 1889 (62 ate 53 Faahcer 10), At arer 6 a aT aee satan Fe arg seer gees afta F PAPE Arh cere art afirrnfire gr (2) WR eA crpsteer Be PRA ot ocr afin ay, sear AY afer af Be or a fear art sears art (@) sa rear ar ate Taare Reh afte Hye ears & eT (a) cptes & sa arr a ae tek (ae); area (a) sa eee ar 1 caer, Pree pee a ar H are TEM HTT AT TT Tat ATT ‘fart afte erat ore oar FY eT (3) =] 4 6 FRRRM soar srera Gah FRM ae a NG Sepa a Ae sot ar at aN te et RAT ‘Set ar Beh NE aT aT rae eek, Tame aN ore aT TT set a Re et ett afta eat 1 (0 + range remetanecaeerratongesrarn tra an. 2. (i) Reh ara ost aera, i) PETRIE Bosco Sec Gph, fre arsenal era 7. (i) sata ee St (Cm) afar Rao ser etre sh PE FET nH) cata32 ‘THE GAZETTE OF INDIA : EXTRAORDINARY [Parr Sec. 3()} [ sett aot dad Feat aaa eH (=. HY (a yang area rato ara susie ariel #1 5a HOT... angsiore fr ga oR. (i) arbre trae oat (Gm) vets Soh gare fae ae deat rear teh eeaT tart fr aot Ce) sete doh a ont Pre ae eet ara sent er eTAT rat Act evar sparen tera ae EAT (ar) aardt ds sree Ptr area Rae FATT trae a vara wad ont fee are ‘Wet Rott a erat hr STAT aert ere atatt fr Aof (x) are afenrer Paercotrar aif wer a oct wer A ee ee at hart Ar rsa SH ae BAT ‘SaRT T TRI AT SH THT eT | ante ott ‘at Bear aia er ne CH) eT aT re are rete AM Te ae seo, Bae MAS eT A dant erie tant hr of Ca) arate re ORT EAA (8) safiager recta eter sree eat agian apr eer. ICE SOME TATA APT sgdane erga TH. Gil) RATE TST (25) ree oh as aha Pr gwar se aT ay seat aot rat ar ear ae are aa aT (ap) order garter atte ataet Be aperaeT a wre AG TN AAR LEH A HET HT TAN (EF ) CU) aac a afar Ranch Pores A Kee HET ‘Sean edn act a Saat Ay aac A GT TR, FT we RAN. cone RRR aT[se 1am 340) srr ga» ERETT 33 dent aiear arent rao eH (a) ame & afaftes fromthe sites wo 8 vert & ae A ont weer at dent ft seer Ht ga TH, sen EB rent fr aot (8) FETT ATT cen (EB) (om) Rega sects reborrr reet watt angst ge ia Seo GEA ATTA APT angdom gw a... 8 saea Rae ae actin Aah stat Aga set aaah asa dat erate 9, ee ath ae rf ape TR, CORE .. x0, arent Rew areata ira a Fre att fy pe Tare TH. soon.) aa, FR Recor are Brae ae wt ate ae ee sea gv: HT TA (MTB PHT TI ncennnen (6A) (RO) ARP AT osncsntnenened® A) 2. aud & daRURT ara apa, | teervet Ar aot ate aint ate aa TUT untae unfta eae Srvfeeaar ie Arahat «4A ctuatastinad) arent eatrat ards Piece eT usfiaga ar sea ta RT ORT 6 [seers 7 | Raat ear eet seaman Frere, fagelraraferat svarett sree, ‘eth Pcctrar eigen a fare reer et ferret Soy Teer aE PAT TAT 9. | Seterar car erat 5 sat, TO | sarah 50 STE34 ‘THE GAZETTE OF INDIA : EXTRAORDINARY, (Pant ite. 34) (aria were) rT re ae AT TET 2 beet ate sre ea er eit) (F) (i) feet eraear, ae Cay sete Rabe ar pa (8. ) (iy ARTE GRAM (Bc ese ()_aee wit oR aiaftrat er aoh | witagieatet steer | Faery pratt 234.00) et ear rte aera aster area a aT a Frum ataibers. #. iy Fare Rrerer ary a are aw Reet gar GER area a Rhee A Mb TART SIE A na 25. (R) emma see, 2019 TTT 379 aT ae ae ee ET (ca) (ya eae eer 379 eta Te eae A eT aT ST AT a aR ea RTAT AR oo aia ar Rr... faker ayaRT eM... saree Rah TET AAT (STAT BA). seat ara esray often arate sRTaT aT aT eae tee a1 aT safiaat veamara are aR veMaeTAt vagoht PRs erature ‘EARTE HT AR... sn aft ara atsete e. ties ava. emf am, ‘afFa I... sitar 2[sm Howe 301) sree 1 TL ATCT 38 TSR MARA FER BIgVaS Ae HT FI... pao. cn anata ears OE ext vag (Uah aca) arena vat GFT 2. carter reper arerPerett er FATT (@) wed rare eat AT ATM... (om) aa feereor afta ear. (a) ee SAT TT... © aM... w See, sa. 16. srr es St te wer Aa ea ee ar Sch YET ee are are 8 stata ve ape TET TAT att [ate [ yer and ng sini enter) aH a4 ar a rere (agate (6) eer wcare Fase aera eT ear rat yee ear Pg ar at Foca we cheer at rw Age OF ate ahaa gered yew apr o 4 er TET Ecru36 ‘THE GAZETTE OF INDIA : EXTRAORDINARY. [Pagr il—Sec. 3001 Th ears waren Beg arate | fears | | ip safe fig werer camara (Gari ear 4 ate, ra at prt wee eke th sre Fa fc en rae er ET, 2, ern ae err weer ee ate ge eat er Peet, 5. aceatar ser at ang a ey tes BIT Ay suRU Rarer wie TTT PRET, i rw ctr an yar & eat at een a ae ae =a sre Het at ae raat ate rat eA oman sae a FETT, Aw aT 1. Afteas dara, sr atgata reo ‘ferent — safe ae & PR A Rea rear sear ear sae sr ee ee sag rr ata & th Shor aa | F ere the prt er reat Fr a oe RR, 2013 aC me we ST erat sree var ae 1 er ae een ate Te ar TATE gate ats Rae ps tere, we ae a Rae ge ET Rees A ET avant ath eh reo at ica TTT a IH ATA STIETE a 2. RIE adams aah dare pt, Teste E | Richew Feet RET eg (sree ae) EERE Cee Ce Ceo PEPE ae: SNE re can Br wee ae rT rrr cnr wvTT RTT ATR | aettarat sree te rE este wort area at rar ah eth eat aia HE) ‘peso tear athe se (WaT. «Gere MTT) (Reavergre) eaearr wY atag FT TATE wer ewes anbtiare eee ret ae {arr 390 afte wich Fram ( ferkeht watt wltarror) fram 2014 % frat 43. (6) (1) & sry BH) | 1, fateh wt(oon are 560) See TS ETT 37 2 Ca) ae Bet a mga Ste, aT Pate rH aT CH wa: | (Cn) ierer angers 2. 3. at eh eas ar eae TT | um: fer 1 fer 2 a at ar fae ats gens ats ater aT argcedt we aiks hae $88 oa angio Oren eae Fer aman er PTT 5. ee arr ey eT aor ate Racor FR eres Aa aE re Sa Pet SITE se afer ores FT (es) ae eat ar: (ay Rem TH : ; (a) em RE | a) fr: @ wm: | Ha | her a. RRR Re PRT co. hte refer fee: wea arbiter isn. amr rea eer ee mae, eh a ce ge #, RAT RE AH ae er sub Ser se er FA ae fr a rere at ore ah Be TE aA fe HAE ten we fre TCT we TT fares sam seter-V] fe eK, Ay wes MINISTRY OF CORPORATE AFFAIRS NOTIFICATION ‘New Delhi, the 31st March, 2014 GSR. 266(E).—In exercise of the powers conferred under clause (c) and clause (h) of sub-section (1) and sub-section (3) of section 380, clause (a) of sub-section (1) and sub-section (3) of section 381, section 385, clause (a) of section 386, section 389 and section 390 read with seetion 469 of the Companies ‘Act, 2013, and in supersession of the Companies (Central Government's) General Rules and Forms, 1956 or any other rules prescribed under the Companies Act, 1956 (1 of 1956) on metters covered under these rules, except a8 respects things done oF omitted to be done before such supersession, the Central Govemment hereby makes the following rules, namely:- 1. Short title and commencement. - (I) These rules may be called the Companies (Registration of Forcign Companies) Rules, 2014. (2) They shall come into force on the 1* day of April, 2014.38 ‘THE GAZETTE OF INDIA : EXTRAORDINARY [Parr I—Sec. 3(i)} 2. Definitions. (1) In these rules, unless the context otherwise requires,- (a) “Act” means the Companies Act, 2013 (18 of 2013); (b) “Annexure” means the Annexure enclosed to these rules; (c) For the purposes of clause (42) of section 2 of the Act, “electronic mode” means carrying out electronically based, whether main server is installed in India or not, ineluding, but not limited to - (i) business to business and business to consumer transactions, data interchange and other digital supply transactions; i) offering to accept deposits or inviting deposits or accepting deposits or subscriptions in securities, in India or from citizens of India; (iii) financial settlements, web based marketing, advisory and transactional services, database services and products, supply chain management; (iv) online services such as telemarketing, telecommuting, telemedicine, education and information research; and (v) all related data communication services, whether conducted by e-mail, mobile devices, social media, cloud computing, document management, voice oo data transmission or otherwise; (d) "fees" means the fees as specified in the Companies (Registration Offices and Fees) Rules, 2014; (¢) “Form” or “e-Form” means a form set forth in Annexure to these rules which shall be used for the matter to which it relates; () “Schedule” means the Schedule to the Act; (g) “section” means section of the Act. (2) The words and expressions used in these rules but not defined and defined in the Act or in the Companies (Specification of definitions details) Rules, 2014 shall have the meanings respectively assigned to them in the Act or in the said rules, 3. 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(om tars 301 Se oA ST 39 in India, in addition to the particulars specified in sub-section (1) of section 380 of the Act, also deliver to the Registrar for registration, a list of directors and Secretary of such company. (2) The contain the following particulars, for each of the persons included in such list, namely-- 1 of directors and secretary or equivalent (by whatever name called) of the foreign company shall (a) personal name and sumame in full, (b) any former name or names and surname or sumames in fall; (c) father’s name or mother’s name and spouse's name; (4) date of birth; (e) residential address; (® nationality; (g) if the present nationality is not the nationality of origin, his nationality of origin; (2) passport Number, date of issue and country of issue; (if'@ person holds more than one passport then details of all passports to be given) (i) income-tax permanent account number (PAN) , if applicable; i) occupation, if any ; (K) whether directorship in eny other Indian company, (Director Identification Number (DIN), Name ‘and Corporate Identity Number (CIN) of the company in case of holding directorship); () other directorship or directorships held by him; (in) Membership Number (for Secretary only); and (a) e-mail ID. (3) A forcign company shall, within a period of thirty days of the establishment of its place of business in India, file with the registrar Form FC-1 with 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 # declaration from the authorised representative of such foreign ‘company that no such approval is required. (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 retum in Form FC-2 along with the fee as provided in the Companies (Registration Offices and Fees) Rules, 2014 containing the40. ‘THE GAZETTE OF INDIA : EXTRAORDINARY [Parr ttSre. 30] particulars of the alteration, within a period of thirty days from the date on which the alteration was made or ‘occurred. 4 Financial Statement of foreign company—{1) 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 — (H documents required to be annexed thereto in accordance with the provisions of Chapter IX of the Act ic, Accounts of Companies ; (Gi) 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 ita certified translation thereof in the English language: Provided further thet where the Central Government has exempted or specified different documents for any foreign company or a class of foreign companies, then documents as specified shall be submitted; (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— (mame 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 2 partner; Gi) nature of such relationship; (iii) description and nature of transaction; (jv) amount of such transaction during the year with opening , closing, highest and Jowest balance during the year and provisions made (iff any) in respect of such transactions, (v) reason of such transaction; (vi) material effect of such transaction on both the parties;(own Ila 36191 $a A | UT a (vii) amount written off or written back in respect of dues from or to the related parties; (iti) 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— (amount of profits repatriated during the year; (i) recipients of the repatriation; (ii) form of repatriation; (iv) dates of repatriation; (¥) 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, ifany. (©) 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— (@) 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 concemed, extend the said period by a period not exceeding three months. 5. Audit of accounts of foreign company. (I) Every foreign company shall get its accounts, pertaining to the Indian business operations prepared in accordance with the requirements of clause (a) of sub-sectiona2 ‘THE GAZETTE OF INDIA : EXTRAORDINARY [Pane tl—see. 300) (1) of section 381 and rule 4, audited by a practicing Chartered Accountant in India or a firm or limited liability partnership of practicing chartered accountants. Explanation—For the purposes of this sub-rule, the expressions “Chartered Accountant”, “Firm” and Jimited liability partnership shail have the meanings respectively assigned to them under the Act and Limited Liability Partnership Act, 2008 (6 of 2009) respectively. 2) ‘The provisions of Chapter X i.e. Audit and Auditors and rules made thereunder, as far as applicable, shall apply, mutatis mutandis, to the foreign company. 6, List of places of business of foreign company.- Every foreign company shall file with the Registrar, along with the financi Offices and Fees) Rules, 2014 a list of all the places of business established by the foreign company in India statement, in Form FC.3 with such fee as provided under Companies (Registration as on the date of balance sheet, 7, Annual Retura.- Every foreign company shall prepare and file, within a period of sixty days from the last day of its financial year, to the Registrar annual return in Form FC.4 along with such fee as provided in the Companies (Registration Offices and Fees) Rules, 2014 containing the particulars as they stood on the close of the financial year 8. Office where documents to be delivered and fee for registration of documents. (1) Any document which any foreign company is required to deliver to the Registrar shall be delivered to the Registrar having jurisdiction over New Delhi, and references to the Registrar in Chapter XXII of the Act je, Companies Incorporated Outside India and these rules shall be construed accordingly. 2) The fee to be paid to the Registrar for registering any document relating to a foreign company shall be such as provided in the Companies (Registration Offices and Fees) Rules, 2014. G) if any foreign company ceases to have a place of business in India, it shall forthwith give notice of the fact to the Registrar, and as from the date on which notice is so given, the obligation of the company to deliver any document fo the Registrar shall cease, provided it has no other place of business in India 9, Certifieation.- A copy of any charter, statutes, memorandum and articles, or other instrument constituting cr defining the constitution of a Foreign company shall be duly certified to be a true copy in the manner given below ~ (1) Ifthe company is incorporated in a country outside the Commonwealth- (a) the copy aforesaid shall be certified as a true copy by- (@ _anofficial of the Government to whose custody the original is siruated; oF i) a Notary (Public) of such Country; or (ii) an officer of the company.(oan Hares 34001 sre 1 TE SINT 48 (b) The signature or seal of the official referred to in sub-clause (i) of clause (a) or the certificate of the Notary (Public) referred to in sub-clause (ii) of clause (a) shall be authenticated by a diplomatic or consular officer empowered in this behalf under section 3 of the Diplomatic and Consular Officers (Oaths and Fees) Act, 1948 (XL of 1948), or where there is no such officer, by any of the officials mentioned in section 6 of the Commissioners of Oath Act, 1889 (52 and 53 Vic. C. 10), or in any relevant Act for the said purpose. (©) The certificate of the officer of the company referred to in sub-clause (iil) of clause (2) shall be signed before a person having authority to administer an oath as provided under section 3 of the Diplomatic and Consular Officers (Oath and Fees) Act, 1948 (XL of 1948), of as the case may be, by section 3 of the Commissioners of Oath Act, 1889 (52 and $3 Vic. C. 10) and the status of the person administering the oath in the latter case being authenticated by any official specified in section 6 of the Commissioners of Oaths ‘Act, 1889 (52 and 53 Vic. C. 10) oF in any relevant Act for the said purpose. (2) If the company is incorporated in any part of the Commonwealth, the copy of the document shall be cntfied as a true copy bye (a) anofficial of the Government to whose custody the original of the document is committed; o (b) a Notary (Pubtic) in that part of the Commonwealth; or (6) an officer of the company, on oath before a person having authority to administer an oath in that part of the Commonwealth. (3) Any altered document delivered to the Registrar should also be duly certified in the manner mentioned above. (4) If the Company is incorporated in a country falling outside the Commonwealth, but a party to the Hague Apostille Convention, 1961- (a) the copy of the documents shall be certified as a true copy by an official of the Government to whose custody the original is committed and be duly apostillised in accordance with Hague Convention; (b) alist of the directors and the secretary of the Company, if any, the name and address of persons resident in india, authorized to accept notice on behalf of the Company shall be duly notarized and be apostillised in the Country of their origin in accordance with Hague Convention; (©) the signatures and address on the Memorandum of Association and proof of identity, where required, of foreign nationals secking to register a company in India shall be notarized before the notary of the country of their origin and be duly apostillised in accordance with the said Hague Convention.4a, ‘THE GAZETTE OF INDIA : EXTRAORDINARY [Parr Sec. 3()] 10. Authentication of translated documents.- (1) All the documents required to be filed with the Registrar by the foreign companies shall be in English Ianguage 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, ifany, of (a) _ the official having custody of the original; or () 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 in this behalf under section 3 of the Diplomatic and Consular Officers (Oaths and Fees) Act, 1948, or, where there is no such officer, by any of the officials mentioned in section 6, of the Commissioners of Oaths Act, 1889 (52 and 53 Vie C 10), 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, attomey 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, 11, Documents to be annexed to prospectus The following documents shall be annexed 0 the prospectus, rtamely:- (@) any consent to the issue of the prospectus required from any person as an expert, (©) a copy of contracts for appointment of managing director or manager and in case of a ‘contract not reduced into writing, a memorandum giving full particulars thereof, (©) a copy of any other material contracts, not entered in the ordinary course of business, but entered within preceding two years; (@ a copy of underwriting agreement; and (©) @ copy of power of attomey, if prospectus is signed through duly authorized agent of directors. 12. Action for improper use or description as foreign company.- If any person or persons trade or carry on business in any manner under any name or title or description as a foreign company registered under the [Act of the rules made thereunder, that person or each of those persons shall, unless duly registered as foreign(orn Tle 364) Se: TTT 45 company under the Act and rules made thereunder, shall be liable for investigation under section 210 of the Act and action consequent upon that investigation shall be taken against that person. 13, Issue of Indian Depository Receipts (IDRs)- (1) For the purposes of section 390, no company incorporated of 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 (hereinafter in this rule called ‘issuing company") shall make an issue of Indian Depository Receipts (IDRs) unless such company complies with the conditions ‘mentioned under this rule, in addition to the Securitics and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2009 and any directions issued by the Reserve Bank of India. Explanation.- For the purposes of this Tule, the term “Indian Depository Receipt” (hereinafter referred to as, “IDR’) means any instrument in the form of a depository receipt created by a Domestic Depository in India snd authorized by @ company incorporated outside India making an issue of such depository receipts. (2) The issuing company shall not issue IDRs unless- (a) its pre-issue paid-up capital and free reserves are at Ieast USS 50 million and it has ¢ minimum average ‘market capitalization (during the last three years) in its parent country of at least US$ 100 million; {(b) it has been continuously trading on a stock exchange in its parent or home country (the country of incorporation of such company) for at least three immediately preceding years; (©) it has a track record of distributable profits in terms of section 123 of the Act, for at least three out of immediately preceding five years; (0) It fulfills such other eligibility criteria as may be laid down by the Securities and Exchange Board of India from time to time in this behalf (3) The issuing company shall follow the following procedure for making an issue of IDR: (a) the issuing company shall, where required, obtain the necessary approvals or exemptions from the appropriate authorities from the country of its incorporation under the relevant laws relating to issue of capital and IDRs. (issuing company shall obtain prior written approval from the Securities and Exchange Board of India on an application made in this behalf for issue of IDRs along with the issue size. (o) an application under clause (6) shall be made to the Securities and Exchange Board of India (along with draft prospectus) at Ieast ninety days prior to the opening date of the IDRs issue, in such form , along with such fee and furnishing such information as may be specified by the Securities and Exchange Board of India from time to time: Provided thatthe issuing company shall also file with the Securities and Exchange Board of India, through a Merchant Banker, a due diligence report along with the application under clause (b) in the form specified by the Securities and Exchange Board of India. (the Securities and Exchange Board of India may, within a period of thirty days of receipt of an application under clause (¢), call for such further information, and explanations, as it may deem necessary, for disposal of such application and shall dispose the application within a period of thirty days of receipt of further information or explanation: