Mr. Lepang an Indian having knowledge of tea-farming went to China in the year 2006 and established his tea manufacturing business by the name of…

CA Intermediate · Corporate and Other Laws · PYQS · September 2025
Mr. Lepang an Indian having knowledge of tea-farming went to China in the year 2006 and established his tea manufacturing business by the name of Sweet Leaf Ltd. The business has grown since then and he has been persistently trying to connect to his original roots in India. Kadak Chai Ltd. is an Indian public limited company established in Darjeeling owning two tea estates and engaged in the manufacture and sale of Darjeeling tea throughout the country. On 20.06.2024 Kadak Chai Ltd. was bought by the Sweet Leaf Ltd. for redesigning the existing production facility and expand the cultivation and processing of flavored tea by Mr. Lepang. Thus, the above production facility earlier owned by Kadak Chai Ltd. gained the status of foreign company and filed Form FC-1 declaring the details of its incorporation and the information as laid therein the above-mentioned form with Registrar of Companies situated at New-Delhi. As a result of the acquisition, the details of the company including new name and address of the head office were updated outside the office of the acquired company at Darjeeling. The details were mentioned in English, Mandarin and in local language Assamese. The Indian subsidiary (formerly Kadak Chai Ltd.) updated the above details in other documents including business letters, billheads and letter paper in English language only and neither local language nor Mandarin was used. The Legal team made an objection on such non-usage of local language and Mandarin. It further suggested that other than the provisions of Chapter XXII of the Companies Act, 2013, no other provision in the aforesaid Act would be applicable to such newly registered foreign company situated at Darjeeling. The foreign company has recently entered a contract with Speed Robotics Ltd. engaged in the manufacture of robotic machinery and other facilities, to be installed in tea processing plant to enhance the pace of production. The foreign company has planned to raise money in India through the issue of Indian Depository Receipts (IDR). The IDR are thus planned to be issued by DDL Bank to act as a depository bank to such instrument. As the IDR is a new issue, the same must be accompanied with a prospectus as well. The prospectus contained details of the company, its board of directors and other annexures including the comments of Mr. Jack an expert in the field of finance on the current financial matters affecting the company. Mr. Renzo one of the members in the legal team at the Darjeeling production facility have suggested that the prospectus for issue of such IDR should also contain details of the contract entered in with Speed Robotics Ltd. and the copy of power of attorney as the above prospectus has been signed by Mr. Rick on behalf of directors. The officials at the Head-Office have opposed inclusion of the details as above on the pretext that the same is not required as per the law. The prospectus thus drafted has been sent to the Registrar of Companies situated as New Delhi for approval so that the IDR can be issued thereafter for inviting investments from the public in India. Based on the facts given in above case scenario and by applying the relevant provisions of the Companies Act, 2013, choose the correct answer of the following questions: (Q. No. 10 to Q. No. 12)
(A) The Legal Team is correct in its view that only Chapter XXII provisions shall apply to the foreign company.
(B) The Legal Team is incorrect as provisions of Chapter XXII shall not apply to foreign company.
(C) The Legal Team is incorrect as provisions of Chapter XXII shall apply to Chinese company with no applicability for the foreign company situated in India.
(D) The Legal Team is incorrect as provisions of Chapter XXII shall apply to foreign company along with other provision as may be prescribed regarding business carried on by it as if it were an Indian company.

Suggested Answer and Working Notes:

Correct Answer: Option (D)

The Legal Team is incorrect as provisions of Chapter XXII shall apply to foreign company along with other provision as may be prescribed regarding business carried on by it as if it were an Indian company.

Topics: The Foreign Exchange Management Act, 1999, Registration of Charges

Open in Interactive Practice Hub · Full Practice Hub · Chapter Weightage · More in this subject

Related Questions in this Topic