Annual compliance mechanism – Branch/Project/Liaison office

1. What are the annual compliance mechanism procedures to be complied with by a BO/LO/PO?

  • The following are the annual compliance procedures to be complied with by a BO/LO/PO:
    • Submission of Annual Activity Certificate (AAC)
    • Filing of Annual return with the ROC
    • Filing of Financial statements the ROC

2. What is an annual activity certificate?

  • An annual activity certificate (AAC) is a certificate given by a Chartered Accountant to the effect that the activities undertaken by the BO/PO/LO during the year have been specifically permitted by the Reserve Bank vide its approval letter.
  • The CA should also certify in the AAC that the BO/PO/LO has complied with the all the terms and conditions specified in the approval letter given by RBI.

3. Who is required to submit an Annual Activity Certificate?

  • In case of a sole BO/LO/PO, the AAC shall be submitted by the concerned BO/PO/LO.
  • In case of multiple BOs/LOs, a combined AAC shall be submitted in respect of all the offices in India by the nodal office of the BOs/LOs.

4. What is the due date for submission of Annual Activity Certificate?

  • AAC as at 31st March, along with the audited financial statements including receipt and payment account should be submitted on or before 30th September of every year.
  • In case the annual accounts of the BO are finalized on any date other than March 31st, the AAC along with the audited Balance sheet may be submitted within 6 months from the due date of the Balance sheet.

5. To whom shall the AAC be submitted by the LO/BO/PO?

  • In case of LO/BO, the AAC shall be submitted to the designated AD Category -I bank as well as to the Director General of Income Tax (International Taxation), New Delhi
  • In case of PO, it shall be submitted only to the designated AD Category -I bank.

6. Should the BO/LO/PO report directly to the RBI?

  • Not required, the designated AD Category – I bank shall scrutinize the AAC and ensure that the activities undertaken by the BO/LO are being carried out in accordance with the terms and conditions of the approval given and shall report the same to RBI in the event of any adverse findings.

7. Filing of annual return by a foreign company to the ROC

  • A foreign company is required to file its annual return to the Registrar of Companies in e-Form FC-4 within a period of 60 days from the close of financial year.

8. What are the mandatory attachments for filing Form FC-4?

  • Details of Promoters, Directors and Key managerial personnel and changes therein since close of previous financial year
  • Details of directors and key managerial personnel and their remuneration
  • Details of the meeting of the members or class thereof, board and its various committees along with attendance details
  • Particulars of members and debenture holders along with changes therein since the close of previous financial year
  • Particulars of Holding, subsidiary and associate companies and firms.
  • Details of Penalties / punishment/ Compounding of offences, if any

9. Filing of Financial statements by a foreign company to the ROC

  • A foreign company is required to file its audited financial statements in e-Form FC-3 with the Registrar of Companies within a period of 6 months of the close of the financial year.

10. What are the mandatory attachments for filing Form FC-3?

  • Latest Financial statements of the parent foreign company.
  • Latest consolidated financial statements of the parent foreign company.
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