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TMI BlogChapter XXII - Draft Rules under Companies Act, 2013X X X X Extracts X X X X X X X X Extracts X X X X ..... of the company(ies); (l) other directorship or directorships held by him; (m) Membership Number (for Secretary only). (2) For the purposes of clause (h) of sub-section (1) of section 380 , a foreign company shall, within thirty days of the establishment of its place of business in India, file with the Registrar Form No. 22.1 with such fee as provided in Annexure B 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 . The application shall also be supported with an attested copy of approval from Reserve Bank of India under FEMA 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. Alteration in documents delivered to Registrar for registration. (3) For the purposes of sub-section (3) of section 380 , 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 ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... tion that such transactions were carried out at arms length basis; (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 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 wit ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... 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 Act amending the same. (c) The certificate of the officer of the company referred to in sub-clause (iii) of clause (a) 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), or as the case may be, by section 3 of the Commissioners of Oath Act, 1889 (52 and 53 Vic, C. 10) 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) or in any Act amending the same. (2) If the company is incorporated in any part of the Commonwealth, the copy of the document shall be certified as a true copy by: (a) an official of the Government to whose custody the original of the document is committed; ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ation 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. Documents to be annexed to prospectus. 22.9 For the purposes of section 389 , the following documents shall be annexed to the prospectus- (a) Any consent to the issue of the prospectus required from any person as an expert, (b) A copy of contracts for appointment of managing director or manager; (c) A copy of any other material contracts, not entered in the ordinary course of business, but entered within preceding two years; (d) A copy of underwriting agreement; (e) A copy of power of attorney, if prospectus is signed through duly authorized agent of directors. Issue of Indian Depository Receipts (IDRs). 22.10 (1) For the purposes of section 390 , no company incorporated or to be incorporated outside India, whether the company has or has not established, or will or will not establish, any place of business in India (hereinafter in this rule called issuing company ) sh ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... change Board. (d) Securities and Exchange Board may, within 30 days of receipt of an application under clause (c), call for such further information, and explanations, as it may deem necessary, for disposal of such application and shall dispose the application within 30 days of receipt of further information or explanation: Provided that if within 60 days from the date of submission of application or draft prospectus, Securities and Exchange Board specifies any changes to be made in the draft prospectus, the prospectus shall not be filed with the Securities and Exchange Board or Registrar of Companies unless such changes have been incorporated therein. (e) The Issuing company shall on approval being granted by Securities and Exchange Board to an application under clause (b), pay to Securities and Exchange Board an issue fee as may be prescribed from time to time by Securities and Exchange Board. (f) The Issuing company shall file a prospectus, certified by two authorized signatories of the issuing company, one of whom shall be a whole-time director and other the Chief Financial Officer, stating the particulars of the resolution of the Board by which it was approved with ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ch provisions attested by an officer of the company be annexed; (c) if the issuing company has established place of business in India, address of its principal office in India; (d) if the issuing company does not establish a principal place of business in India, an address in India where the said instrument, enactments or provision or copies thereof are available for public inspection, and if these are not in English, a translation thereof certified by a key managerial personnel of the Issuing company shall be kept for public inspection; (e) a certified copy of the certificate of incorporation of the issuing company in the country in which it is incorporated; (f) copies of the agreements entered into between the issuing company, the overseas custodian bank, the Domestic Depository, which shall inter alia specify the rights to be passed on to the IDR holders; (g) if any document or any portion thereof required to be filed with the Securities and Exchange Board/ Registrar of Companies is not in English language, a translation of that document or portion thereof in English, certified by a key managerial personnel of the company to be correct and attested by an authorized off ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... (a) The repatriation of the proceeds of issue of IDRs shall be subject to laws for the time being in force relating to export of foreign exchange. (b) The number of underlying equity shares offered in a financial year through IDR offerings shall not exceed 25% of the post issue number of equity shares of the company. (c) Notwithstanding the denomination of securities of an Issuing company, the IDRs issued by it shall be denominated in Indian Rupees. (d) The IDRs issued under this Rule shall be listed on the recognized Stock Exchange(s) in India as specified in clause (k) of sub-rule (3) and such IDRs may be purchased, possessed and freely transferred by a person resident in India as defined in section 2(v) of Foreign Exchange Management Act, 1999 , subject to the provisions of the said Act: Provided that the IDRs issued by an Issuing company may be purchased, possessed and transferred by a person other than a person resident in India if such Issuing company obtains specific approval from Reserve Bank of India in this regard or complies with any policy or guidelines that may be issued by Reserve Bank of India on the subject matter. (e) Every issuing company shall comply ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... nt to which the amount shall be credited; (xii) the details of proposed utilization of the proceeds of the IDR issue. (b) Capital Structure of the Company- Authorized, issued, subscribed and paid-up capital of the issuing company. (c) Terms of the issue (i) rights of the IDR holders against the underlying securities; (ii) details of availability of prospectus and forms, i.e., date, time, place etc; (iii) amount and mode of payment seeking issue of IDRs; and (iv) any special tax benefits for the Issuing company and holders of IDRs in India. (d) Particulars of Issue (i) objects of the issue; (ii) cost of the Project, if any; and (iii) means of financing the projects, if any including contribution by promoters. (e) Company, Management and Project (i) Main objects, history and present business of the company; (ii) Promoters or parent group or owner group and their background: Provided that in case there are no identifiable promoters, the names, addresses and other particulars as may be specified by Securities and Exchange Board of all the persons who hold 5% or more equity share capital of the company shall be disclosed; (iii) subsidiaries of the ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... h is a signatory to a Multilateral Memorandum of Understanding, the requirement under this paragraph, in respect of period beginning with last date of period for which the latest audited financial statements are made and the date of opening of the issue shall be satisfied, if the relevant financial statements are based on limited review report of such statutory auditor. (ii) Where the law of the country, in which the Issuing company is incorporated, does not require annual statutory audit of the accounts of the Issuing company, a report, in such form as may be specified by Securities And Exchange Board, certified by a Chartered Accountant in practice within the terms and meaning of the Chartered Accountants Act, 1949 on - (A) the financial statements of the Issuing company, in particular on the profits and losses for each of the three financial years immediately preceding the date of prospectus and upon the assets and liabilities of the Issuing company and (B) the interim financial statements in respect of the period ending on a date which is less than 180 days prior to the date of opening of the issue have to be included in report, if the gap between the ending date of the l ..... X X X X Extracts X X X X X X X X Extracts X X X X
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