Prospectus registration

No person shall issue, circulate or distribute in India any prospectus offering for securities subscription of an incorporated company or outside India to be incorporated whether the company has or has not established or when formed will or should not establish a business place in India, unless before the issue circulation or prospectus distribution in India copy thereof certified by the company chairman and two other company directors as having been approved of the managing body by the resolution has been delivered to the Registrar for the registration and the prospectus states on the face of it that has been so delivered copy, and there is endorsed on or copy attached any consent to the prospectus issue required by section 388 and such documents as may be prescribed.

An offer of a Receipts of Indian Depository.

Notwithstanding contained anything in any other law for the time that was in force, the Central Government may make rules applicable for-

the Indian Depository Receipts offer,

the disclosure requirements in the prospectus or an offer letter of issued offer with Indian Depository Receipts ;

the manner in which the Indian Depository Receipts shall be dealt with in mode of depository and by underwriters and custodian; and

the sale manner, transfer or Indian Depository Receipts transmission;

be an incorporated company or outside India to be incorporated, whether the company has or has not established, or will or will not establish, any business place in India.

An application for obtaining SEBI approval for raising funds by IDRs issuing to be accompanies was required with a non-refundable fee of US $ ten thousand. However, the rule to the new Act provides shall accompany that the application by such fee and may be prescribed by SE-BI from time to time.

Instead of 60 days, SE-BI now shall dispose the application within further information receipt of 30 days or from the company application.

Documents etc to Register to be delivered by foreign companies:

Every foreign company shall, of the establishment of its place within thirty days of business in India, deliver for registration to the Registrar,

the charter certified copy, statutes or articles and memorandum, of the company or constituting other instrument or defining the company constitution and if the instrument is not in the English Language, a certified translation in the English language thereof;

the registered full address and the company principal office;

a list of directors and the company secretary containing such particulars as may be prescribed.

The Companies (Registration of foreign companies) Rules, 2014.

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

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

The list of directors and secretary or equivalent (by whatever name called ) of the foreign company include following particulars, for each of the persons represented in such list namely:-

a full personal name and surname;

any former name or names and full surname or surnames;

father’s name or spouse’s name or mother’s name;

date of birth;

residential address;


if the present nationality is not the origin of the nationality, his origin of nationality;

Passport Number, issue date and the issue of the country; ( if a person holds more than one passport then all passport details to be given)

income permanent tax account Number (PAN) if applicable;

if any occupation;

whether any other company directorship, Director Identification Number (DIN), Name and Corporate Identity Number (CIN) of the company in case of holding directorship);

other directorship or directorships that was held by him; (m) Membership Member ( for the only secretary); and (n) email-ID.

the name and addresses or the name and addresses of one or more resident persons in India authorised to accept on the company behalf service of process and other documents or notices required to be served on the company;

the full address of the company office in India which is deemed to be its business principal place in India;

Particulars of opening and closing of the place of Indian business on earlier occasions or occasion

the declaration that none of the company directors or the authorised Indian representative has ever been convicted or from the companies formation debarred and Indian management or abroad;

and as may be prescribed other information.

Every existing foreign company at this Act commencement shall, if it has not delivered to the Registrar such commencement before, the document and particulars in sub-section (1) specified of section 592 of the Companies Act, 1956 (1 of 1956), continue to be subject to the obligation to those documents to deliver and particulars in accordance with that Act.

Where any alteration is made or in the documents delivered to the Registrar occurs under this section, the foreign company shall, of such alteration within thirty days, deliver for registration to the registrar, a return containing the alteration particulars in the prescribed form.

The term Electronic mode has been defined to mean carrying out based electronically, whether the main server is installed or not in India, including but not limited to-

business to business and to consumer transaction of business, interchange of data and other transactions of digital supply;

ii; offering to accepts deposits or inviting or accepting deposits or securities subscriptions, in India or from Indian citizens.

financial statements, web-based marketing, transactional or advisory services, products and database services and supply chain management of products;

online services such as telecommuting, telemarketing, education, telemedicine and research of information;

all related data communication services, whether conducted by email, mobile devices, social media, cloud computing, management of document, data or voice transmission or otherwise;

The term business activity has defined to mean the following activity which all company including the foreign company which carries out its business through electronic mode, whether its main server is installed in India or outside in India, which-

undertakes business to business and consumer transaction business, interchange of data or other transactions of digital supply;

offers to accepts or invites deposits or accept deposits or subscriptions insecurities, from citizens of India or in India;

undertakes financial statements, web-based marketing, advisory or transactional services, products or database services, supply chain management;

offers online services such as telemarketing, telemedicine, telecommuting, education and information research; and

all related communication services data, whether conducted by e-mail, social media, mobile devices, cloud computing, management of data, voice or transmission of data or otherwise;

the term business activity has defined to mean the following activity which every company including the foreign company that carries out its business through electronic mode, whether its ain server in India is installed or outside India which-

undertakes business to business and consumer transaction business, interchange of data or other transactions of digital supply;

offers to accept or invites deposits or accept deposits or subscriptions in India, insecurities or from Indian citizens;

offer online services such as telemarketing, telecommuting, telemedicine education or research of information; or

undertakes any other related data communication services, whether conducted by mobile devices, e-mail, social media, cloud computing, document management, data or voice transmission or otherwise, shall be deemed to have carried out Indian business.

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