Rule 3 - Adaptation of section 159 in its application to foreign companies - Application of section 159 to Foreign Companies Rules, 1975

03. Adaptation of section 159 in its application to foreign companies. The provisions of section 159 shall, in its application to a foreign company, apply subject to the following modifications and adaptations, namely. In section 159, (A) for sub-section (1), the following sub-section shall be substituted, namely: "(1) Every foreign company having a share capital shall in each year prepare and file with the Registrar, within sixty days from the last day of its financial year, a return containing the particulars, as on that day, regarding the following matters, namely: (i) the address of the registered or principal office of the company; (ii) if any part of the register of members or debenture-holders of the company is kept in India, the address of the place where such part of the register is kept; (iii) the shares issued for cash, bonus shares, and shares (other than bonus shares) issued (otherwise than for cash) as fully or partly paid-up shares, and the following particulars shall be specified in respect of each such class of shares. (a) the amount of the nominal share capital of the company and the number of shares into which it is divided; (b) the number of shares taken, from the incorporation of the company up to the specified day; (c) the amount called up on each share up to the specified day; (d) the total amount of calls received up to the specified day; (e) the total amount of calls unpaid on the specified day; (f) the total amount of the sums (if any) paid by way of commission in respect of any shares or debentures up to the specified day; (g) the discount allowed on the issue of any shares issued at a discount or so much of that discount as has not been written off on the specified day; (h) the total amount of the sums (if any) allowed by way of discount in respect of any debentures since the last day of the financial year with reference to which the last return was submitted; (i) the total number of shares forfeited up to the specified day; (j) the total amount of shares for which share warrants are outstanding on the specific day and of share warrants issued and surrendered respectively since the day referred to in sub-clause (h) and the number of shares comprised in each warrant; (k) the total amount of the indebtedness of the company on the specified day in respect of all charges (including mortgages), on properties in India, requiring registration under section 600; (l) the names, addresses, descriptions and occupations, if any, of all persons, who, on the specified day are members or debenture-holders of the company, and of persons who have ceased to be members or debenture-holders on or before the specified day and since the day referred to in sub-clause (h); (m) the number of shares or debentures held by each of the existing members or debentures-holders, as the case may be, on the specified day, specifying the number of shares or debentures transferred since the day referred in sub-clause (h), by persons who are still members or debenture-holders and by persons who have ceased to be members or debenture-holders respectively, and the dates of registration of transfers and the names of transferees shall be arranged in the alphabetical order; (n) the persons who on the specified day are the directors, managing director, manager or secretary of the company and persons who had ceased to hold such offices on or before that day and since the day referred to in sub-clause (h): Provided that if any of the two immediately preceding returns has given as at the last day of the financial year with reference to which it was submitted, the full particulars required as to past and present members and the shares held and transferred by them, the return in question may contain only such of the particulars as relate to persons ceasing to be or becoming members since that day and to shares transferred since that day or to changes as compared with that day as to the number of shares held by a member." 1 [(iv) The Forms prescribed in these rules may be filed through electronic media or through any other computer readable media as referred under section 610A of the Companies Act, 1956 (1 of 1956). (v) The electronic-form shall be authenticated by the authorised signatories using digital signatures, as defined under the Information Technology Act, 2000 (21 of 2000). (vi) The Forms prescribed in these rules, when filed in physical form, may be authenticated by authorised signatory by affixing his signature manually.] (B) for sub-section (2) and the proviso thereto, the following sub-section shall be substituted, namely. "(2) The said return shall be in the Form set out in Part II of Schedule V (as applicable to the foreign company under these Rules) or as near thereto as circumstances admit." (C) In Schedule V, for Part II, the following shall be substituted, namely: PART II Appendix 1 Specimen of e-Form Form Form of annual return of a foreign company having a share capital [Pursuant to section 600(3)(b)(i) of the Companies Act, 1956 and rule 3 of Application of Section 159 to Foreign Companies Rules, 1975] Note - All fields marked in *are to be mandatorily filled. 1. *Date upto which the annual return has been made (DD/MM/YYYY) 2. *Foreign company registration number Pre-fill 3. (a) Name of the company (b) Address of the established place of business in India * Line I Line II (c) *City (d) *State (e) *Country (f) *Pin code (g) Telephone number with STD code (h) Fax (i) e-mail ID 4. *Date of balance sheet (last day of financial year of the company) (DD/MM/YYYY) 5. (a) *Whether any part of the register of members or debentures kept in India Yes No (b) If yes, address of the place in which the part of the register is kept * Line I Line II (c) City (d) State (e) Pin code I. Summary of share capital and debentures 6. Authorised share capital Authorised share capital (number of shares) (i) divided into : Class of shares Number of shares Nominal value (in Rs.) 7. Subscribed share capital and debentures (a) Number of shares of each class taken Number of shares Class of shares (b) Number of shares of each class issued subject to payment wholly in cash Number of shares Class of shares (c) Number of shares of each class issued as fully paid-up for a consideration other than cash Number of shares Class of shares (d) Number of shares of each class issued as partly paid-up for a consideration other than cash and extent to which each such share is so paid-up Class of shares Number of shares *Paid-up value per share (e) Number of shares (if any) of each class issued at discount Number of shares Class of shares (f) Amount of discount on the issue which has not been written off (in Rs.) 8. *Called up share capital and debentures (a) Amount called up on number of shares of each class Class of shares Number of shares Called up value per share (b) Total amount of calls received, including payment on application and allotment and any sums received on shares forfeited (in Rs.) (c) *Total amount (if any) agreed to be considered as paid on number of shares of each class issued as fully paid-up for a consideration other than cash (in Rs.) on Number of shares Class of shares (d) *Total amount (if any) agreed to be considered as paid on number of shares of each class issued as partly paid-up for a consideration other than cash (in Rs.) on Number of shares Class of shares (e) Total amount of calls unpaid (in Rs.) 9. Total amount of the sums (if any) paid by way of commission in respect of any shares or debentures (in Rs.) 10. Total amount of the sums (if any) allowed by way of discount in respect of any debentures since the date up to which the last return was made (in Rs.) 11. Total number of shares of each class forfeited. Number of shares Class of shares 12. Total amount paid (if any) on shares forfeited (in Rs.) 13. Total amount of shares for which share warrants to bearer are outstanding (in Rs.) 14. Total amount of share warrants to bearer issued and surrendered respectively since the date up to which the last return was made (a) Issued (in Rs.) (b) Surrendered (in Rs.) 15. Number of shares comprised in each share warrant to bearer, specifying in the case of warrants of different kinds, particulars of each kind Number of shares in each share warrant Kinds of warrant Particulars of warrant II. Particulars of indebtedness Total amount of indebtedness of the company in respect of all charges (including mortgages) which are required to be registered with the registrar (in Rs.) on Attachments 1. *Details of past and present members Attach 2. *Details of directors, managers and secretaries, past and present Attach 3. *Verification by managing director or director and director or manager or secretary, of the foreign company Attach 4. Details of past and present debenture-holders Attach 5. Optional attachment(s) - if any Attach List of attachments Declaration Remove attachment To the best of my knowledge and belief, the information given in this form and its attachments is correct and complete. The verification by managing director or director and director or manager or secretary of the company is being filed as an attachment to this form. I have been authorised by the board of directors to sign and submit this form. To be digitally signed by Authorised representative of the foreign company Modify Check Form Pre-scrutiny Submit For office use only This e-Form is hereby registered. Digital signature of the authorising officer Submit to BO MCA s Instructions for Filling of E-Form (Form of annual return of a foreign company having a share capital) S. No. Detailed Instructions Note: Instructions are not provided for the fields which are self-explanatory. Refer the relevant provisions of the Companies Act, 1956 and rules made thereunder with respect to the matter dealt in this e-form. 2 A Enter the Foreign company registration number and click 'Pre-fill' button. 3 A System will automatically display the name of the company. (b)-(i) Enter the complete address of the principal/established place of business in India. I - Summary of share capital and debentures Specify details for the authorized, subscribed and called up share capital and debentures of the company. 7 D Specify number of shares of each class which are partly paid up for a consideration other than cash and also enter the paid up value per share. Attachments n Details of past and present members are compulsory to be attached. n Details of past and present debenture holders - if any, is to be attached. n Details of past and present Director's, manager and secretary are compulsory to be attached. n Verification by managing director or director and director or manager or secretary, of the foreign company. n Any other information can be provided as an optional attachment. Signature The e-form should be digitally signed by authorized representative of the foreign company. ------------------------------------- Notes:- 1 Inserted by the Application of Section 159 to Foreign Companies (Amendment) Rules, 2006 notified vide Notification No. GSR 132(E), dated 3rd March, 2006 w.e.f. 3-3-2006