Case: Dmitry Rosnin &amp; Another Vs. The Registrar of Companies

local address is insisted by the Directorate of Revenue Intelligence and other Intelligence Agency that this compliance must be made. For all these reasons, he submits that such a condition cannot be challenged and the petition be dismissed.8. On this material, we have heard the learned Advocates appearing for the parties.9. With their assistance, we have perused the petition and annexures thereof and affidavits on record. We have also perused the relevant provisions of the Companies Act, 1956. Mr. Amonkar appearing on behalf of the respondent was unable to point out to us anything from the applicable Rules, which requires the petitioners to give their local address. Upon query of the Court as to whether the foreign subscribers and shareholders can become directors and that a Private Limited Company with foreigners, can be registered and incorporated in India or not, the answer was in the affirmative. When we asked him as to how he justifies insistence of furnishing the local address, he placed reliance on Regulation 17 of the Company Regulation, 1956 and paragraphs 2(1) to (4) of the said Regulation as reproduced at page 163 of the petition paper book. We have perused this regulation with his assistance and we find nothing therein, which requires the petitioners to furnish their local address. It is clear from the regulation that if there is no proper information or the information is defective or incomplete, then, even when the records are maintained in electronic form, the authorities can seek such details as are necessary for rectification of defects or to complete the information and forms. They can reject incomplete and defective forms. Even the Sections, which have been referred to in the affidavit namely Section 15 and 30 of the Companies Act, 1956 read with Rule 16 of the Companies (Central Government) General Rules and Forms, 1956 do not mandate furnishing of local address by the foreign subscribers. Mr. Amonkar suggested that this is necessary and relevant from security point of view and this information is required to be furnished to the Security Agency of Central Government and particularly Regional Economic Intelligence Committee. It is an inter department committee under the Ministry of Finance for coordination on economic intelligence or otherwise. Upon such submission by Shri Amonkar, we enquired as to how despite non-compliance with such requirement, a private limited company of the very foreign subscribers was registered and incorporated in the State of Maharashtra and Registrar of Companies, State of Maharashtra did not call upon the petitioners to comply with such condition, Mr. Amonkar was unable to give any answer and in fact, the affidavit of respondent is completely silent and does not deal with the averment of the Petitioners in that behalf. If annexure A to the affidavit-in-reply, which is stated to be a letter addressed by Government of India, Ministry of Corporate Affairs to Registrar of Companies, Goa, is taken into consideration, even that refers to the very provisions, which have been brought to our notice. A perusal of this provisions does not indicate that any local address has to be given. A subscriber to the Memorandum of Association and Articles of Association is required to sign the same and state his address, description and occupation. That is admittedly stated. In the letter, it is stated that a person, who is managing director of a Company present in India, should indicate his local / present address while signing the Memorandum of Association and Articles of Association. This stipulation, to our mind, would not mean that any persons like the petitioners will have to furnish the local/ present address in India as a pre-condition to seek registration and incorporation of a Private Limited Company. To our mind, when one Company of these very subscribers has been registered as a Private Limited Company in the State of Maharashtra, there was no reason why with the same persons a different Private Limited Company cannot be incorporated in the State of Goa.10. Additionally, we sought from the petitioners Counsel a clarification as to whether this Private Limited Company, which is stated to have its registered office in the State of Goa will appoint permanent staff including the requisite officials such as Secretary, Manager etc. It was stated that they would be so appointed. It was also stated that these officers will be duly authorised by the petitioners and they would accept all notices, communications and summonses on their behalf. There is a registered office of the petitioners in the State of Goa and details thereof are duly provided including the address and that cannot be altered except in terms of the provisions of Companies Act, 1956. As far as the angle of security is concerned, there are adequate provisions in law enabling the security agencies in India to reach foreign nationals. In these circumstances, the apprehension that the foreign nationals and subscribers/ shareholders of a registered company in India, without any local support or assistance, would not be available in case any offences are committed or violations of relevant laws are noticed, is wholly unfounded.11. We accept the statements of the petitioners Advocate namely that the registered office of the Private Limited Company will be located at Panaji, Goa. All its details would be duly provided in the requisite forms in terms of the Companies Act, 1956. The same will not be changed or altered except in terms of the Companies Act, 1956 and that local staff such as the manager, secretary would be appointed and they would be given due authorization and powers on behalf of the petitioners so that anything that is required to be served including notices or summonses, would be accepted on their behalf and the petitioners behalf by these officers. Equally, such officers together with the Petitioners would be liable in cases of default in compliance with the provisions of the Companies Act, 1956. All these statements having been accepted as undertakings to this Court, we do not see any basis for the apprehension expressed in the affidavit-in-reply.

Decision (1 = appeal accepted, 0 = rejected): 1

Explanation:
1[ds]In these circumstances, the apprehension that the foreign nationals and subscribers/ shareholders of a registered company in India, without any local support or assistance, would not be available in case any offences are committed or violations of relevant laws are noticed, is wholly unfounded.11. We accept the statements of the petitioners Advocate namely that the registered office of the Private Limited Company will be located at Panaji, Goa. All its details would be duly provided in the requisite forms in terms of the Companies Act, 1956. The same will not be changed or altered except in terms of the Companies Act, 1956 and that local staff such as the manager, secretary would be appointed and they would be given due authorization and powers on behalf of the petitioners so that anything that is required to be served including notices or summonses, would be accepted on their behalf and the petitioners behalf by these officers. Equally, such officers together with the Petitioners would be liable in cases of default in compliance with the provisions of the Companies Act, 1956. All these statements having been accepted as undertakings to this Court, we do not see any basis for the apprehension expressed in the