Tuesday, 19 June 2018

SEBI CIRCULAR DATED 20.04.2018_Guidelines for RTA

Strengthening the Guidelines and Raising Industry standards for RTA, Issuer Companies and Banker to an Issue

SEBI CIRCULAR DATED 20.04.2018_Guidelines for RTA

Here is a brief write-up on the SEBI Circular

I. Provisions with regard to Payment of Dividend/Interest/Redemption:

Dividend/Interest/Redemption MASTER FILE

a) Dividend/Interest/redemption Master file (i.e. file containing detailed list of beneficiaries entitled for dividend/interest/redemption distribution by whatever name called on the record date) shall include:

· Company Name,

· Folio No./ DPID/Client ID,

· Name of the first securities holder,

· Dividend/interest/redemption payment date,

· Dividend/interest/redemption amount,

· Payee details,

· Bank name, Bank account, Bank branch of the holder of securities, MICR number, Dividend/Interest/Redemption Warrant number,

· Details of payment made through electronic channels such as RTGS/NEFT.

b) The said file shall be shared with the Banker through a secured process.

c) Copy Dividend/Interest/redemption Master file shall be maintained by the bank and the same shall be reconciled by the RTA and the Issuer Company.

BANK UPDATION

a) RTA shall obtain account details along with cancelled cheque to update the securities holder’s data. The original cancelled cheque shall bear the name of the securities holder failing which securities holder shall submit copy of bank passbook /statement attested by the bank. RTA shall then update the bank details in its records after due verification.

b) The unpaid dividend shall be paid via electronic bank transfer.

c) In cases where either the bank details such as MICR ,IFSC etc. that are required for making electronic payment are not available or the electronic payment instructions have failed or have been rejected by the bank, the issuer companies or their RTA may ask the banker to make payment though physical instrument such as banker’s cheque or DD.

UNPAID INSTRUMENT

a) Bank shall ensure that any instrument (such as demand drafts, dividend/interest/redemption warrants etc.) lying unpaid beyond the validity period of the instrument shall be cancelled and the dividend/interest/redemption amount transferred shall be credited back immediately to the relevant bank account of the Issuer Company.

b) Banks should also provide the unpaid instrument details when reconciliation data is shared with Issuer Company / RTAs. This provision will come into effect after 30 days from the date of this circular.

REVALIDATION OF DIVIDEND

a) Request should contain following:

Name of the Company, DPID/Client ID/Folio No. (as applicable), Original Instrument Number, MICR No., Security holder’s name, Payee’s name, Payee’s bank account Number, Bank name, reason for revalidation etc.

b) RTA shall maintain records of the revalidation/re-issue requests.

Reconciliation of the Paid and Unpaid

a) Reconciliation of the Paid and Unpaid details (including bank Transaction Reference Number, payee name etc.) of the Dividend/interest/redemption paid fortnightly during the initial validity of the instrument and after the expiry of validity period of the instrument, quarterly till transfer of funds to IEPF.

b) Reconciliation data shall contain details of all DDs/new instruments issued/ electronic instructions sent in lieu of original dividend/interest/redemption payment. Details of old as well as new dividend instruments shall be provided.

c) RTA shall also do the reconciliation and inform the Bankers/Issuer Companies in case of any discrepancies. The reconciliation files sent by the Banker shall be maintained by all the three entities, RTA, the Issuer Company, and the Banker as its record for a period of eight years.

PAYMENT RECORD

Details of the rejection of electronic remittance, dividend/interest/redemption instruments undelivered, dividend/interest/redemption instruments expired and subsequent payment of dividend/interest/redemption made through new instruments, including the status of payment of the same shall be linked to dividend/interest/redemption payment record of each of the specific folios by RTA .

II. Provisions with regard to Transfer/Transmission/Correction of Errors etc.

FOLIO ONCE ALLOTTED SHOULD NOT BE REALLOTTED

Folio once allotted to a person should never be re-allotted to any other person under any circumstances. Ceased folios numbers i.e. folios having nil balance should not be re-allotted to any other person.

HISTORY OF ALL TRANSACTIONS IN A FOLIO

History of all transactions in a folio (w.r.t securities held or dividend/interest/redemption issued in that folio, certificates issued or any other change) are linked to a particular folio for easy retrieval.

“Maker-Checker” concept

Follow the “Maker-Checker” concept in all of its activities to ensure that accuracy of data and a mechanism to check unauthorised transaction and record shall be maintained.

No back-end entry/updation /correction

All updation in the folio records shall be enabled only through front end modules. No back-end entry/updation /correction should be permitted. RTAs and Issuer Companies shall ensure that “System Log” having complete details for any change (viz. nature of change, user access history, user identification, date/time of change etc.) must be maintained. This provision will come into effect after 90 days from the date of this circular

CORRECTION OF ERRORS

Take prior approval from the Company similar to cases of transfers, transmissions etc.

MEMBERS DATA

RTAs shall provide to the Issuer Company a soft copy of Members data (having details inter alia Name, Address, Folio No, Number of Shares, Distinctive numbers, Certificate numbers, etc.) under due certification at the end of each quarter of a financial year. This data should also contain transaction in the physical folio during the period. The copy of these databases shall be maintained by Issuer Companies and the RTAs independently as permanent record.

REGISTER OF DEBENTURE HOLDERS

a) RTAs shall provide to the Company a copy of the Register of debenture holders under due certification at the end of each quarter of a financial year.

b) The register should contain information relating to name, father’s /husband’s name; address and occupation, if any, of each debenture holder; date of allotment; date of registration with the Registrar of Companies; the debentures held by each holder distinguishing each debenture by its number except where such debentures are held with a depository; distinctive number and certificate number of debentures; the amount paid or agreed to be considered as paid on those debentures; date of payment; date on which the name of each person was entered in the register as a debenture holder; date on which any person ceased to be a debenture holder; date of transfer of debentures; serial number of instrument of transfer; transferor’s name and folio number; transferee’s name and folio number, transfer number, number of debentures transferred and their distinctive numbers; date of transfer; and instructions, if any, for payment of interest.

c) The copy of that Register of debenture holder shall be maintained by Issuer Companies and the RTAs independently as permanent record.

d) Any returns filed with Registrar of Companies (ROC) or any other documents relating to company’s securities processed and compiled by the RTAs will also be maintained by the RTAs and a copy of the return shall be forwarded to the Issuer Company. The Issuer Companies will also independently preserve these data as filed with the ROC at their end.

STRICT CONTROL ON STATIONERY

RTAs and Issuer Companies shall frame a written policy and shall maintain strict control on stationery including blank certificates, dividend/interest/redemption warrants and shall periodically check by physical verification. The reconciliation report shall be maintained by the RTAs and concerned Issuer Company

CERTIFICATE PRINTING REGISTER

In addition to maintaining details of securities certificates issued or re-issued data in respective folios, RTAs shall maintain a certificate printing register/records containing, inter alia, details such as Date of Printing/issue, Folio No, Name in which printed, Certificate No, Distinctive Nos, Old Certificate No (in case is reprinting), Reason of printing etc.

HOLDING PHYSICAL SECURITIES

If the security holder is holding physical securities, RTAs, Issuer Companies and Depositories shall ensure that the Bonus securities against these folios shall mandatorily be issued in physical mode only. In other words, Bonus securities cannot be allotted in demat form with respect to folios where physical securities certificates are maintained.

Collection of copy of PAN, and bank account details of all securities holders

o They preserve a verifiable record as on the date of this circular regarding the folios which do not have PAN/bank account details.

o They send a letter under registered/Speed post seeking PAN and bank details (a copy of the PAN card and original cancelled cheque leaf /attested bank passbook showing name of account holder) within 90 days of the circular and two reminders thereof after the gap of 30 days. All the 3 letters will have 21 days’ notice period to provide the details.

o In case of residents of Sikkim, the requirement of PAN Card be substituted with a valid Identity proof issued by Government.

o Records of all communications sent, replies received and decisions taken in the matter shall be properly maintained. The same information shall also be linked to and available in each such folio.

o Securities holders who are unable to respond to RTA call and provide PAN and bank details within 180 days of the circular or have informed that the securities available in their name as per the records of RTA does not belong to them, shall be subject to enhanced due diligence by Issuer Company.

o A list of all such accounts with complete details shall be shared by the RTAs with the Issuer Companies within 30 days of completion of notice period of the last reminder.

Thereafter any transaction in the physical securities should done be with enhanced supervision by company and RTAs.

DUE DILIGENCE IN FOLLOWING CASES:

a) dividend/interest/redemption remains unpaid for three years & above

b) PAN / bank account details not available in the folio.

c) Unclaimed suspense account

d) IEPF suspense account set up pursuant to Companies Act 2013.

e) Any other stringent criteria as decided by the Issuer Company and the RTAs.

RTAs shall maintain a list of such account folios and share with the Issuer Company at the end of every quarter of a financial year .RTAs shall have system based alerts for processing of all transactions in such account folios

MAINTAIN REGISTER

RTAs shall maintain a register containing details of records and documents destroyed.

Following are the Particulars:

A. Description of the records and documents destroyed,

B. Name of authority authorising the destruction,

C. Date of authorization of destruction,

D. Destroyed in whose presence (with signature) and date of destruction.

The authenticity of the register shall be verified during internal audit. The register shall be maintained till perpetuity.

III. Compulsory internal audit of RTAs

Internal audit on annual basis by independent qualified Chartered Accountants or Company Secretaries or Cost and Management Accountants and Certified Information Systems Auditor (CISA) who don’t have any conflict of interest.

Eligibility of auditors

A. Minimum experience of three years in the financial sector.

B. Appointed for a maximum term of five years, with a cooling-off period of two years

Audit shall cover

Investor grievance redressal mechanism and compliance with the requirements stipulated in the SEBI Act, Rules and Regulations made thereunder, and guidelines/circulars issued by SEBI from time to time.

Content of report

A. Report shall state the methodology adopted, deficiencies observed, and consideration of response of the management on the deficiencies

B. The report shall include a summary of operations and of the audit, covering the size of operations, number of transactions audited and the number of instances where violations / deviations were observed while making observations on the compliance of any regulatory requirement.

C. The report shall comment on the adequacy of systems adopted by the RTAs for compliance with the requirements of regulations and guidelines issued by SEBI and investor grievance redressal.

D. RTA shall submit a copy of report of the internal audit to Issuer Company within three months from the end of the financial year. Copy of the same shall also be preserved by the RTA.

E. The Governing Council (i.e. Board of Directors, Board of Partners, proprietor etc. as applicable) of the RTA shall consider the report of the internal auditor and take steps to rectify the deficiencies, if any. The RTA shall send the Action Taken Report to Issuer Company within next one month and a copy thereof shall be maintained by the RTA.

F. The Action Taken report shall be submitted in the following formula.

Serial No

Audit period & name of Issuer Company

Observations of the Auditor

Comments of the Board of the RTA

Corrective actions taken

G. Audit observations along with the corrective steps taken by the RTA shall be placed before the Board of Directors of the Issuer Company. The Issuer Companies shall satisfy themselves regarding the adequacy of the corrective measures taken by the concerned RTA. If not satisfied with the corrective measures, Issuer Company may ask RTA to take more stringent corrective measures.

H. The audit observations along with the corrective steps taken by the RTA shall be placed before the Board of Directors of the Issuer Company. The Issuer Companies shall satisfy themselves regarding the adequacy of the corrective measures taken by the concerned RTA. If not satisfied with the corrective measures, Issuer Company may ask RTA to take more stringent corrective measures.

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Ravi Garg

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Monday, 18 June 2018

RESTRICTION ON TRANSFER OF SECURITIES IN PHYSICAL FORM-SEBI

Reference: SECURITIES AND EXCHANGE BOARD OF INDIA (LISTING OBLIGATIONS AND DISCLOSURE REQUIREMENTS) (FOURTH AMENDMENT) REGULATIONS, 2018

Amendment in Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015

BASICS: NO TRANSFER OF SHARES IN PHYSICAL FORM
RESTRICTION OF TRANSFER OF SECURITIES IN PHYSICAL FORM-SEBI

EXCEPTION: TRANSMISSION OR TRANSPOSITION OF SECURITIES

Date of Amendement: 8^th June, 2018 (Link for the Amendment)

Effective date: These regulations shall come into force on the one hundred and eightieth day from the date of its publication in the Official Gazette, i.e 05.12.2018

Update 1: Amendment in Regulation 7

Share Transfer Agent.

7. (1) The listed entity shall appoint a share transfer agent or manage the share transfer facility in-house:

Provided that, in the case of in-house share transfer facility, as and when the total number of holders of securities of the listed entity exceeds one lakh, the listed entity shall either register with the Board as a Category II share transfer agent or appoint Registrar to an issue and share transfer agent registered with the Board

(2) The listed entity shall ensure that all activities in relation to both physical and electronic (Removed) share transfer facility are maintained either in house or by Registrar to an issue and share transfer agent registered with the Board.

Ref: Click here for Amendment Notification

Update 2: Amendment in Regulation 40

Transfer or transmission or transposition of securities.

40. (1) Save as otherwise specified in provisions of securities laws or Companies Act, 2013 and rules made thereunder, the listed entity shall also comply with the requirements as specified in this regulation for effecting transfer of securities.

Amendment: “Provided that, except in case of transmission or transposition of securities, requests for effecting transfer of securities shall not be processed unless the securities are held in the dematerialized form with a depository.”

Update 3: Amendment in SCHEDULE VII:

TRANSFER OF SECURITIES

[See Regulation 40(7) and 61(4)]

A. REQUIREMENT OF PAN

(1) For registration of transfer of securities, the transferee(s) as well as transferor(s) shall furnish a copy of their PAN card to the listed entity for registration of transfer of securities.

Amendment - Clause omitted:

(2) For securities market transactions and/or for off-market or private transactions involving transfer of shares in physical form, the transferee(s) as well as transferor(s) shall furnish copy of PAN card to the listed entity for registration of such transfer of securities.

Stakeholders:

1. Listed Company having securities in physical form

2. Registrar and Share Transfer Agent

3. Shareholders

Benefits: Estoppel to fraudulent transaction of shares held in physical form

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Ravi Garg

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Sunday, 15 April 2018

PROCEDURE TO ESTABLISH A LIAISON OFFICE IN INDIA

PROCEDURE TO ESTABLISH A LIAISON OFFICE IN INDIA

How to Establish a Liaison Office in India?

Author: HARISH KUMAR S

Company Secretary, Bangalore

What is a Liaison Office?

A Liaison office or a representative office is one of the ways by which a foreign Company may set up a business presence in India; the other means are to open a Branch office or a Limited Liability Partnership or a Limited Company (either as a wholly owned subsidiary or as a Joint Venture)

Brief write-up on Establishing Liaison Office in India

1. Permission from RBI and opening of bank a/c with AD-Category-1 Bank,

2. Registration with Registrar of Companies,

3. Obtaining PAN/TAN from income tax department.

Time Period for Above Acivities/ Approvals of Liaison Office in India

A. For RBI Approval within three months from the date of submission of all the documents with AD- Category-1 Bank in India.

B. For Approval of form by Registrar of Companies within 15 days after filing the documents. Documents will be filed after getting approval from Reserve Bank Of India.

C. For PAN and TAN within 15 days after submitting the applications. Applications will be filed after getting registration with Registrar of Companies.

1. Procedure for Approval From Reserve Bank of India under FEMA

(A) GENERAL

A body corporate incorporated outside India (including a firm or other association of individuals), desirous of opening a Liaison Office (LO) in India have to obtain permission from the Reserve Bank under provisions of FEMA 1999. The applications from such entities in Form FNC will be considered by Reserve Bank under two routes:

· Reserve Bank Route — Where principal business of the foreign entity falls under sectors where 100 per cent Foreign Direct Investment (FDI) is permissible under the automatic route.

· Government Route — Where principal business of the foreign entity falls under the sectors where 100 per cent FDI is not permissible under the automatic route. Applications from entities falling under this category and those from Non - Government Organisations / Non - Profit Organisations / Government Bodies / Departments are considered by the Reserve Bank in consultation with the Ministry of Finance, Government of India.

The following additional criteria are also considered by the Reserve Bank while sanctioning Liaison Offices of foreign entities:

· Track Record

For Liaison Office — a profit making track record during the immediately preceding three financial years in the home country.
· Net Worth [total of paid-up capital and free reserves, less intangible assets as per the latest Audited Balance Sheet or Account Statement certified by a Certified Public Accountant or any Registered Accounts Practitioner by whatever name].
· For Liaison Office — not less than USD 50,000 or its equivalent.

The application for establishing LO in India should be forwarded by the foreign entity through a designated AD Category - I bank to the Chief General Manager-in-Charge, Reserve Bank of India, Foreign Exchange Department, Foreign Investment Division, Central Office, Fort, Mumbai-400 001, along with the prescribed documents including

· English version of the Certificate of Incorporation / Registration or Memorandum & Articles of Association attested by Indian Embassy / Notary Public in the Country of Registration.

· Latest Audited Balance Sheet of the applicant entity.

Applicants who do not satisfy the eligibility criteria and are subsidiaries of other companies can submit a Letter of Comfort from their parent company subject to the condition that the parent company satisfies the eligibility criteria as prescribed above. The designated AD Category - I bank should exercise due diligence in respect of the applicant’s background, antecedents of the promoter, nature and location of activity, sources of funds, etc. and also ensure compliance with the KYC norms before forwarding the application together with their comments/ recommendations to the Reserve Bank.

The Liaison offices established with the Reserve Bank's approval will be allotted a Unique Identification Number (UIN) (www.rbi.org.in/scripts/Fema.aspx).

The LOs shall also obtain Permanent Account Number (PAN) from the Income Tax Authorities on setting up the offices in India.

(B) LIAISON OFFICE

b.1 Permissible Activities for a Liaison Office

A Liaison Office (also known as Representative Office) can undertake only liaison activities, i.e. it can act as a channel of communication between Head Office abroad and parties in India. It is not allowed to undertake any business activity in India and cannot earn any income in India. Expenses of such offices are to be met entirely through inward remittances of foreign exchange from the Head Office outside India. The role of such offices is, therefore, limited to collecting information about possible market opportunities and providing information about the company and its products to the prospective Indian customers. Permission to set up such offices is initially granted for a period of 3 years and this may be extended from time to time by an AD Category I bank.

A Liaison Office can undertake the following activities in India:

i. Representing in India the parent company / group companies.

ii. Promoting export / import from / to India.

iii. Promoting technical/financial collaborations between parent/group companies and companies in India.

iv. Acting as a communication channel between the parent company and Indian companies.

b.2 Liaison Office of Foreign Insurance Companies / Banks

Foreign Insurance companies can establish Liaison Offices in India only after obtaining approval from the Insurance Regulatory and Development Authority (IRDA). Foreign banks can establish Liaison Offices in India only after obtaining approval from the Department of Banking Operations and Development (DBOD), Reserve Bank of India.

b.3 Extension of Validity of the Approval of Liaison Offices

The designated AD Category - I bank may extend the validity period of LO/s for a period of 3 years from the date of expiry of the original approval / extension granted by the Reserve Bank, if the applicant has complied with the following conditions and the application is otherwise in order.

· The LO should have submitted the Annual Activity Certificates for the previous years and

· The account of the LO maintained with the designated AD Category – I bank is being operated in accordance with the terms and conditions stipulated in the approval.

Such extension has to be granted, as expeditiously as possible, within a period of one month from the receipt of the request under intimation to the Regional Office concerned of the Reserve Bank and to the Chief General Manager–in-Charge, Foreign Exchange Department,

Reserve Bank of India, Central Office, Mumbai 400 001, quoting the reference number of the original approval letter and the UIN.

The application for extension of the validity period of the LOs of banks and entities engaged in insurance business has to be directly submitted to the Department of Banking Operations and Development, Reserve Bank and Insurance Regulatory and Development Authority (IRDA), respectively as stipulated by them, as hitherto. Further, no extension would be considered for LOs of entities which are NBFCs and those engaged in construction and development sectors (excluding infrastructure development companies). Upon expiry of the validity period, these entities have to either close down or be converted into a Joint Venture (JV) / Wholly Owned Subsidiary (WOS), in conformity with the extant Foreign Direct Investment policy.

C) Application for Undertaking Additional Liaison Offices

Requests for undertaking activities in addition to what has been permitted initially by the Reserve Bank may be submitted through the designated AD Category -I bank to the Chief General Manager-in-Charge, Reserve Bank of India, Foreign Exchange Department, Foreign Investment Division, Central Office, Mumbai, justifying the need with comments of the designated AD Category - I bank.

Requests for establishing additional LOs may be submitted through fresh FNC form duly signed by the authorized signatory of the foreign entity in the home country to the Reserve Bank of India as explained above. However, the documents mentioned in form FNC need not be resubmitted, if there are no changes to the documents already submitted earlier.

· If the number of Offices exceeds 4 (i.e. LO in each zone viz; East, West, North and South), the applicant has to justify the need for additional office/s.

· The applicant may identify one of its Offices in India as the Nodal Office, which will coordinate the activities of all Offices in India.

(D) Annual Activity Certificates to be Submitted by Liaison Offices

Branch Offices / Liaison Offices have to file Annual Activity Certificates from Chartered Accountants, at the end of March 31, on or before Sept. 30, to the designated AD Category I bank and a copy to the Directorate General of Income Tax (International Taxation), New Delhi within two months from the year ended March 31.

The certificates are to be filed by the following offices as applicable:

(a) In case of a sole LO, by the LO concerned;

(b) In case of multiple LO, a combined Annual Activity Certificate in respect of all Offices in India by the Nodal Office of the LOs.

The designated AD Category - I bank shall scrutinize the Annual Activity Certificate and ensure that the activities undertaken by the LO are being carried out in accordance with the terms and conditions of the approval given by the Reserve Bank. In the event of any adverse findings being reported by the Auditor or noticed by the designated AD Category -I bank, the same should be reported immediately by the designated AD Category–I bank to the respective Regional Office of the Reserve Bank in respect of LOs along with the copy of the Annual Activity Certificate and their comments thereon.

(E) Closure of Liaison Offices

At the time of winding up of Liaison offices the company has to approach the designated AD Category - I bank with the following documents:

a) Copy of the Reserve Bank's permission/ approval from the sectoral regulator(s) for establishing the LO.

b) Auditor’s certificate- i) indicating the manner in which the remittable amount has been arrived at and supported by a statement of assets and liabilities of the applicant, and indicating the manner of disposal of assets; ii) confirming that all liabilities in India including arrears of gratuity and other benefits to employees, etc., of the Office have been either fully met or adequately provided for; and iii) confirming that no income accruing from sources outside India (including proceeds of exports) has remained un-repatriated to India.

c) No-objection / Tax Clearance Certificate from Income-Tax authority for the remittance/s.

d) Confirmation from the applicant/parent company that no legal proceedings in any Court in India are pending and there is no legal impediment to the remittance.

e) A report from the Registrar of Companies regarding compliance with the provisions of the Companies Act, 1956, in case of winding up of the Office in India.

f) Any other document/s, specified by the Reserve Bank while granting approval.

The designated AD Category - I banks has to ensure that the LOs had filed their respective Annual Activity Certificates with the Reserve Bank for the previous years, in respect of the existing Liaison Offices. Confirmation about the same can be obtained from the Regional Office concerned of Reserve Bank of India in the case of LOs.

Closure of such LO has to be reported by the designated AD Category - I bank to the Reserve Bank (the Regional Office concerned for LOs, along with a declaration stating that all the necessary documents submitted by the LO have been scrutinized and found to be in order. If the documents are not found in order or cases are not covered under delegated powers, the AD Category - I bank may forward the application to the Reserve Bank, with their observations, for necessary action. All the documents relating to the LO operations may be retained by the AD Category - I bank for verification by the internal auditors of the AD / inspecting officers of the Reserve Bank.

2. Procedure for establishing place of business in India by a foreign company with Registrar of Companies:

1. A Liaison office in India will comply with Foreign Exchange Management (Establishment in India of Office) Regulations,2000 as prescribed above.

2. The office/offices will be established. Letter-heads etc., will be printed.

3. The name of the company and the country in which the company is incorporated will be –

(a) conspicuously exhibited on the outside of every office or place where it carries on business in India in easily legible English characters and also in the characters of the language or one or the languages in general use in the locality in which the office or place of business is situated.

(b) stated in legible English characters in all business letters, bill-heads and letter paper and in all notices and other official publications of the company.

4. Where the liability of the members is limited, the notice of that fact will be indicated in the places and papers of the company mentioned above.

5. Within 30 days of establishing a place of business in India e-Form FC-1 will be filed with the Registrar of Companies. Exemption from filing e-Form FC-1 is available in case of companies incorporated outside India by a Royal Charter or by an Act of Parliament.

6. E-form FC-1 will be accompanied by the following documents:

Charter, statutes or memorandum and articles of association or other instrument constituting or defining the constitution of the company is to be attatched. If the same is not in English language then it should be translated copy in English language.
Detalis of individuals directors are to be attatched. Details should contain name, surname, former name, if any, residential address, occupation and other directorship-if any.
Approval letter from Reserve Bank of India for the setting up of business in India is to be attatched.
Power of attorney or board resolution in favour of the authorized representatives is to be attatched.
Directors details, in case of body corporate, details containing name and complete address of body corporate.
Secretary details, if any.

7. If the instrument is not in the English language, a certified translation thereof. Where any such translation is made outside India, it shall be authenticated by the signature and the seal, if any-

(a) of the official having custody of the original; or

(b) of a Notary(Public) of the country(or part of the country) where the company is incorporated.

8. Where such translation is made within India, it shall be authenticated-

(a) by an advocate, attorney or pleader entitled to appear before any High Court; or

(b) by an affidavit, of some person having, in the opinion of the registrar, an adequate knowledge of the language of the original and of English.

3. Procedure for compliance of Income Tax Act By Liaison Office

A. PAN NO:- Liaison office shall obtain PAN no. after approval of form filed with Registrar of Companies

B. TAN No.:- Liaison office shall obtain TAX Deduction Account No after approval of form filed with Registrar of Companies.

C. Filing of annual activities certificate within Two Months of year ended March 31.

DOCUMENTS REQUIRED FOR LIAISON OFFICE SETUP:

Form FNC – Three copies
Letter from the principal officer of the Parent company to RBI.
Letter of authority from the parent company in favor of Local Representative.
Letter of authority/ Resolution from parent company for setting up Liaison office in India.
Comfort letter from the parent company intending to support the operation in India.
Two copies of the English version of the Certificate of Incorporation, Memorandum & Articles of association (Charter Document) of the parent company translated & duly attested by the Indian embassy or notary public in the country of registration.
The Latest audited Balance sheet and annual accounts of parent company duly Translated notarized for past Three years. & Certified by Indian Consulate & Directors.
Name, Address, email ID and telephone number of the authorized person in Home Country.
Details of Bankers of the Organization the Country of Origin along with the bank account number.
Expected funding level for operations in India.
Details Relating to address of the proposed local office, number of persons likely to be employed, number of Foreigners among such employees and address of the head of the Local office, if decided
Details of Activity carried out in Home Country by the applicant organization in brief about the product and services of company in Brief.
Bankers Certificate
Latest Proof of identity of all the Directors – Certified by Consulate and Banker in Home Country
Latest Proof of address all of Directors – Certified by Consulate and Banker in Home Country
Details of the Individuals / Company holding more 10% of Equity
Structure of the Organization w.r.t Shareholding pattern

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Ravi Garg

Company Secretary

91-7838204665,

csravi2014@gmail.com