Appointment of Key Managerial Personnel

Section 203 of the Companies Act, 2013, read with Rule 8 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, mandates the appointment of Key Managerial Personnel (KMP) in specified classes of companies to ensure professional management, accountability, and effective corporate governance.

Certificate of Shares

Share certificates must be issued under the company’s common seal (if applicable) or executed with signatures of two directors, or one director and the company secretary where appointed. Such certificates constitute prima facie evidence of shareholding title.

Audit of Accounts of Foreign Company

Section 381 and Rule 5 of the Companies (Registration of Foreign Companies) Rules, 2014 establish the accounting and audit framework for foreign companies operating in India, ensuring financial transparency and regulatory compliance for their Indian business operations.

Display of Name, etc, of Foreign Company

Section 382 of the Companies Act mandates specific display and disclosure requirements for foreign companies operating in India to ensure transparency and public awareness regarding their foreign origin and liability status.

Minutes of General Meetings/Board/ other Meetings and Resolutions passed by Postal Ballot

Section 118 of the Companies Act, read with Rule 25 of the Companies (Management and Administration) Rules, 2014, establishes the comprehensive framework for preparation, maintenance, and preservation of minutes of proceedings for various corporate meetings. This provision serves as a critical corporate governance mechanism ensuring transparency, accountability, and proper documentation of corporate decision-making processes.

Notice to Registrar for Alteration of Share Capital

Section 64 of the Companies Act, read with Rule 15 of the Companies (Share Capital and Debentures) Rules, 2014, establishes the statutory framework for notifying the Registrar of Companies (RoC) about alterations in share capital. This provision ensures regulatory oversight and maintains accurate public records of changes in a company’s capital structure, which is fundamental to corporate transparency and stakeholder protection.

Office for Document Delivery and Fee for Registration – Foreign Companies

Rule 8 of the Companies (Registration of Foreign Companies) Rules, 2014, establishes the procedural framework for document delivery, fee payment, and cessation of filing obligations for foreign companies operating in India. This rule, read with Chapter XXII of the Companies Act, 2013, ensures centralized registration and regulatory oversight of foreign companies through the Registrar of Companies (RoC) having jurisdiction over New Delhi.

Unpaid Dividend Account

The Unpaid Dividend Account mechanism ensures unclaimed dividends are protected and eventually transferred to the Investor Education and Protection Fund (IEPF) for investor protection.

Debentures, Annual Return, Registration of Charges, Books of Account and their Inspection

Section 384 extends various compliance obligations applicable to Indian companies to foreign companies operating in India, ensuring regulatory parity and transparency in their Indian operations.

Registers to be Maintained by Foreign Companies

The Companies Act, 2013 mandates that every company maintain certain statutory registers to ensure transparency, proper record-keeping, and compliance with corporate governance norms. Section 88 of the Act, read with the Companies (Management and Administration) Rules, 2014, prescribes the framework for maintenance of these registers.