REGISTERED No. D-(D)-72
The Gazette of India
EXTRAORDINARY
PART II—Section 3—Sub-section (i)
PUBLISHED BY AUTHORITY
No. 39] NEW DELHI, THURSDAY, FEBRUARY 20, 1975/PHALGUNA 1, 1896
Separate paging is given to thin Part in order that it may be filed
as a separate compilation
MINISTRY OP LAW, JUSTICE AND COMPANY AFFAIRS
(Department Of Company Affairs)
NOTIFICATION
New Delhi, the 19th February 1975
G.S.R. 52(E).—In exercise of the powers conferred by sub-cluse (i) of clause (b) of sub-section (3) of section 600, read with section 642, of the Companies Act, 1956 (1 of 1956), the Central Government hereby makes the following rules, namely:—
1. Short title and commencement.—(1) These rules may be called the Appli- cation of section 159 to Foreign Companies Rules, 1975.
(2) They shall come into force on the date of their publication in the Official Gazette.
2. Definition.—In these rules, unless the context otherwise requires,—
(a) "Act" means the Companies Act, 1956 (1 of 1956); (b) "foreign company" has the meaning assigned to it by section 591; (c) "section" means a section of the Act; (d) "specified day" means the last day of the financial year of the foreign company;
(267)
268 THE OA^fiTtE OP tttfliA MXTRAOROJNARV LKBT I I-
3. 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-dectfon 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 adresy of the registered or principal office of the compa'ny;
(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 share 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) thB 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 com-
pany up to the specified day;
(c) the amount called up on each share up to the specified day; (d) the total amount oi' calls, received up to the specified day; (e) the total amount of calls unpaid on the specific day; (f) the total amount of the sums (if any) paid by way of commis- sion in respect of any shares or debentures upto 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 sum (if any) allowed by way of dis- count 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 out- standing 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;
(1) 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 debenture holders, as the case may be, on the specified day, specifying the number of shares or debentures transferred since the day referred to 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;
Spc. 3(i)] THE GAZETTE OF INDIA EXTRAORDINARY 269
(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 or 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.";
(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—FORM "
Annual Return of.
Limited made up to the day of., %$ . , ,,
1. Address
(, (Address of the established place of business in India.)
2. (4) Situation of any part of the register of members or debentures kept in Indift.
(6) Address of the place in which the part of the register is kept,
3- Summary of share Capital and Debentures,
(a) Nominal Share Capital.
each each Nominal Share Capita Rs divided into: (insert number and class) share of share of share of _ . . . .. c a ch Ehare of . . . . .. each (6) Subscribed Share Capital and Debentures.
Number class Number of shares of each class taken
payment wholly in cash
Number of shares of each class issued as fully paid
shares shares shares shares Number of shares of each class issued subject to , shares shares shares shares up for a consideration other than cash.
shares shares shares Number of shares of each class issued as partly paid Issued as paid up to the Up for a consideration other than cash and extent to extent of Rs per share Which each such shares ;s so paid-up
shares
Issued as paid to the extent of
Rs per share. shares
Issued as paid up to the cxten of Rs per share.
2^0 THE GAZETTE OF INDIA EXTRAORDINARY [PART I I-
Number of shares (if any) of each class issued at a shares discount
shares
shares
Amount of discount on the issue which has not been written oil Rs
Amount called up on number of shares Rs pcrshareon • • • shares of each class Rs per share on . . . shares
Rs per share on • • • shares Rs pcrshareon • • • shares
Total arrpunt of calls received, including payment on application and allotment aad any sums received on shares forfeited. Rs , , f ,
Total amount (if any) agreed to be considered as paid on "1
number of shares of each class issued as fully paid up yRs ..onf.. .. shares for a consideration other than cash J J .. .. shares "5 .. .. share* |_.. .. shares Total amount (ifany)attreed to be considered as paid on 1 f .. .. shares number of shares ofeaoh class Issued aa partly paid up )>-R.s on 5 •• •• sh>w" for a consideration other than cash j "f .. .. shares t,.. .. sharps
Total amount of calls unpaid • ' ' ' • Rs ,.,.,..,
Total amount of the sums (If any) paid by Way of commis-
sion In respect of any shares or debentures • Us ,.,,,.,,,,
Total amount of the sums (if any) allowed by Way of dis- count in respect of any debentures since the date up to Which the last return was made • • • Rs
Total number of shares of each class forfeited •
shares^
.., - , . .. shares
shares'"1
Total amount paid (if any) on shares forfeited ] • Rs
Total amount of shares for which share Warrants to bearer
are outstanding • Rs
Total am mat of shares warrants to bearer issued and "| Issued Rs
surrendered respectively since the date up to which V surrendered Rs. . , '., ,, the last return was made.
j
Number of shares comprised in each share Warrant to bearer, specifying in
th~ caie of Warrants of different kinds, particulars ofcach kind.
3. Particulars of Indebtedness
Total amount of indebtedness of the company in respect of all charges (includ- ing mortgages) Which are required to be registered with the Registrar.
Rs
SEC. 3(i)1 THE GAZETTE OF INDIA EXTRAORDINARY 2 /1
4. List of Past and Present Members and Debentures Holders @.
List of persons holding shares or stock in the company at the date up to which the present annual Return is made and of persons Who have held shares or stock th:r^in at any time since the date up to Which The last return was made in the case of the first return at any time since the incorporation of the company.
Accounts of shares
Remarks Names, nationa-
Father's name/
lity
F)lio r'gls- tjr/h4g:r obtaining particulars' addresses
husband's name
Particulars of shares transferred (since the date upto which the last return was rnadc) by (a) persons who are still mem- bers and (ft) persons who have ceased to be members^
descrip- tion and occupa- tion if
Number Date of registration
of transfer.
No. of shares held by members, at date up to Which present annual returns is made
(fl) w:
*In the' case of a company which has issued debentures particulars about Its debenture holders, past and present should also be furnished under this item, adapting the form suitably for the purpose.
•'The aggregate number of shares held by each member must be stated, and the aggregates must be added up so as to agree with the number of shares stated In the -summary of share capital and debentures to have been tnken up.
tWhen the shares are of different classes these columns should be sub-divided so that the number of each class held or. transferred, may be sbown separately. Where any shares have been converted into stock, the amount of stock held by each member must be shown.
tThe date of registration of each transfer should be given as well as the number of shares transferred on each date. The particulars should be placed opposite the name of the transferor and not opposite that of the transferee, but the name of the transferee may be inserted in the "Remarks" column immediately opposite the particulars of each transfer.
$If the name "in the list are not arranged in alphabetical order, an index sufficient to enable the name of any person to be readily found must be annexed.
5. Pirticilars of Directors, Minagsrs and S-;cretaries, p3st and present (X)
2 7 2
A. Particulars of the persons who are directors (*) of the coaapiny onth.;ditespte wiic'fl the present snnnalTetuni is made and
of persons whcr erased to bs directors on or before thit dite and siac: th: 4its a^tj which th,t last return was imade.
Bate cf Bate of
Usual residenti-
Present name or and surname in
Business, escapa- tioi a ad psticmlars birth
nam's full
al a i i t wi
Any formjr nam^ or names and
of directarslupj
appoint- ment.
Nuioiility (and iitintiUry of orijin if different from
surname in tall
Date of csesation, if any.
present nationality)
managership, and secretaryship held in other compan- ies/bodies corporate.
T H E
1
4,
2
8
4
3
7
5
G A Z E T T E
O F
I
N D
I
A
(*) ' Director ' includes any person who occupies the position of a director, by whatever naiae called, (£) The namjs of all bDiiescorp3ratecirrying 03 business in India of wliichtfee directar/aaiiager
or secretary is also a director/minager or secretary at catoan 5 mf Pirts A aod B.
E X T R A O R D
I
N A R Y
[
P A R T
I I -
B. Particulars of the person who is manager/secretary of the company on the date upto which the present Annual Return i& made up and of the person(s) who ceased to be manager/secretary on or before that date and since the date upto whieh the last return was made.
Usual residential
Present name or names and surname, in full
address
Any former name or names and surname in full
Date of cessation, if any
Date of appoint- ment
Nationality (and nationality of origin, if diff erent from present nationality)
Business, occupation and particulars of directorship, managerships and secre- taryships held in other companies, bodies cor- porate
i
2
6
3
4
5
7
Signed Director
Signed Director/Managing.
Director/Manager/ Secretary-
2% ^m 6 A 2£ T T£ 6£ ilMDtA £XTlEtAOR£>lNARY [PART it—SEC. 3(i)]
4. Penalty.—(1) If a foreign company fails to comply with any provisions contained in these rules, the company, and every officer of the company In default, shall be punishable with fine which may extend to five hundred rupees, and, where the contravention is a continuing one, with a further fine which may extend to fifty rupees for every day, after the first, during which such contra- vention continues.
(2) For the purposes of these rules, "every officer of the company in default" means the person or persons whose names and addresses have been delivered to the Begistrar under clause (d) of sub-section (1) of section 592.
[No. F. 2/7/74-CL-V]
P. B. MENON, Jt. Secy.