Global Services Limited is planning to issue its equity shares through private placement to some of the persons residing outside India. There is a provision in the Articles of Association of the company for issuing equit

CS Executive · Company Law and Practice · PYQS · June 2024
Global Services Limited is planning to issue its equity shares through private placement to some of the persons residing outside India. There is a provision in the Articles of Association of the company for issuing equity shares to the foreigners through private placement. Board in its meeting approved the resolution allotting 10,000 shares to A and B who reside outside India. You are requested to elucidate the compliance requirement of the following referring to the provisions of the Companies Act, 2013 : (i) Maintenance of foreign register of members ? (ii) Option available, if any, to discontinue the maintenance of foreign register of members.

Answer & Explanation:

Section 88(4) of the Companies Act, 2013 empowers companies to keep foreign registers of members or debenture- holders, other security holders or beneficial owners residing outside India. It states: "A company may, if so, authorized by its articles, keep in any country outside India, in such manner as may be prescribed, a part of the register referred to in section 88(1), called "foreign register" containing the names and particulars of the members, debenture-holders, other security holders or beneficial owners residing outside India." A foreign register is deemed to be a part of the company's principal register and it should be kept in the same manner as the principal register and be likewise open to inspection. A duplicate of such register should be maintained at the registered office in India and all entries made in the foreign register should be made in the duplicate register at the registered office as soon as possible. According to Rule 7(11) of the Companies (Management and Administration) Rules, 2014 , the company may discontinue the keeping of any foreign register; and thereupon all entries in that register shall be transferred to some other foreign register kept by the company outside India or to the principal register. Thus, in the given case the Company has the option to discontinue maintenance of foreign register of members.

Topics: Management and Administration

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