LICENSED ONLINE PHARMACIES
DOING BUSINESS AND INVESTING IN INDIA
The first and second-generation reforms have created a conductive environment for foreign investments in India. Market oriented policies are boosting economic activity, all round development and GDP growth rate. Government procedures are constantly being simplified and paper work minimized. As the Indian economy gears for competition in the international market, overseas investors clearly see the potential for attractive returns from investments in India, which is also evident from the many FDI success stories already achieved.
A business presence in India may be established by a foreign entity through:
Incorporating an Indian company with 100% foreign equity, operating as a wholly owned subsidiary;
Incorporating a Joint Venture Company (JVC) with an Indian partner and/or with the general public and operating as a listed company; or
Incorporating a JVC with an Indian partner and operating as an unlisted company.
COMPANY FORMATION OVERVIEW
Any company either incorporated or registered in India are governed by the Companies Act 1956.
Shareholders and Directors
To appoint local director is not required while incorporating a company in India.
Foreign nationals may also incorporate company in India and may hold foreign equity up to 100%. This of course depends upon the sector in which the company will operate and is subject to the approval from either the Reserve Bank of India (RBI) or the Foreign Investment Promotion Board (FIPB).
Memorandum & Articles of Association
The Memorandum of Association (MOA) states the main, ancillary or subsidiary along with other objects of the proposed company. The Article of Association (AOA) covers the rules and procedures for the routine conduct of the proposed company, the authorized share capital of the proposed company and also the names of its first or permanent directors. Thereafter, both MOA and AOA are required to be stamped.
A stamp duty, depending on the authorized share capital, is to be paid on both.
Shares should be expressed in fixed amount. Shares like "No par value" or "bearer" are not permitted and the shares to be subscribed should be expressed in Indian rupees.
Accounts & Auditors
Each company is supposed to appoint an auditor annually at its AGM. The auditor must be qualified by virtue of the Institute of Chartered Accountants of India Act 1949 and should be completely independent of the concerned company. The audited accounts of the concerned company serve as a tool for various stakeholders like creditors, investors, bankers and revenue authorities.
The names and all the required personal details of the directors and secretary, share capital, register of charges, registered office address, and other such particulars should be filed with the Companies Registry for any public inspection upon incorporation and if there is any change thereafter.
An Annual General Meeting (AGM) is mandatory to be held once in every financial year and not more than 6 months after the end of the financial year. For a new company it is not required until 18 months of its incorporation.
What is a Private Limited Company?
A Private Limited Company is limited by shares with a maximum of 50 shareholders and no invitation can be made to the public for the subscription of either its shares or debentures, with restriction to make or accept deposits from Public, and transfer of shares through public offer.
In a Private Limited Company, the shareholders liability is limited to the extent of the unpaid amount of the face value of the shares and the premium thereon in respect of shares held by a shareholder.
What is a Public Limited Company?
A Public Limited Company is limited by shares with no restriction on the maximum number of shareholders, transfer of shares and acceptance of public deposits. The shareholders liability is limited to the extent of the unpaid amount of the face value of shares and the premium thereon in respect to shares held by a shareholder. The minimum number of shareholders required for a Public Limited Company is seven.
What is the minimum paid-up capital of a Private Limited Company?
At the time of incorporation of a Private Limited Company, the minimum paid up capital has to be Rupees 100,000 in Indian currency. There is no sealing on maximum limit of authorized capital or paid up capital. Any time during the lifetime of the company the capital can be raised by the payment of additional stamp duty and registration fee.
What is the difference between authorized capital and paid up capital?
Authorized capital is share capital of such kind where the capital limit is authorized by the Registrar of Companies up to which the shares can be issued to the members or public, whereas paid up share capital is share capital of such kind where the paid portion of the capital is subscribed by the shareholders.
What is the procedure in obtaining a name approval for the proposed Company?
For obtaining a name approval of the proposed company, first an application in Form No.1A needs to be filed, properly filled, with the Registrar of Companies (ROC) online through Digital Signature of any one of the proposed director. Details to be furnished are as given below:
Alternative names of the proposed company in priority sequence. The names can be the coined name from the objects of the proposed company or even the name of the directors, and of such kind. Whatever be the case, it should be indicative of the main object of the proposed company. The name justification is required to be specified along with the application.
Names and addresses of the promoters are to be mentioned. (for Public Company it is minimum 7 and for Private Company it is 2).
Authorized Capital and main objects of the proposed company are to be mentioned.
Names of other group companies in which directors hold directorship has also to be given.
The ROC scrutinizes the application after receiving and within 3 to 4 days sends the approval or objections to the applicant through e-mail.
What is the Memorandum of Association (MOA) and the Articles of Association (AOA) of a company and what is the procedure in this regard?
After the approval of name from ROC, there is requirement to draft MOA and AOA. MOA states the main, ancillary or subsidiary and any other objects of the proposed company whereas the AOA contains the rules and procedures for the routine conduct of such proposed company, and also the authorized share capital and names of its first or permanent directors. Both the MOA and the AOA is thereafter stamped from Collector of Stamps. The stamp duty paid depends on authorized share capital.
What are the documents required to be executed for incorporation?
The under mentioned documents are required to be filed with ROC for incorporation of company:
MOA and AOA - Should be signed by the promoters in handwriting in the presence of a witness. It should state details like full name, father's name, residential address, occupation and number of shares subscribed for.
Form No. 1 - This form is a declaration executed on a non-judicial stamp paper by one of the directors of the proposed company. If not by director then by any other specified persons like Attorneys or Chartered Accountant and states that all the requirements of the incorporation have been complied with.
Form No. 18 - This form is to be filed by one of the directors of the proposed company and informs the ROC about the registered office of the proposed company.
Form No. 32 - This form states the fact of appointment of the proposed directors on the board of directors from the date the proposed company is incorporated and it is digitally signed by proposed director.
Power of Attorney is to be signed by all the subscribers of MOA, authorizing either one of the subscribers or any other person to act on their behalf for the purpose of incorporation as well as accepting the certificate of incorporation.
The filing fees as may be applicable.
How is the certificate of incorporation issued?
With the filing of documents the ROC calls the attorney of the proposed company for scrutiny and making the corrections in the MOA and AOA that has been filed. After all these formalities the certificate of incorporation is sent by post to registered office of the company.
When can the newly formed company start its business operations?
The public company is supposed to complete certain other legal formalities after receiving the certificate of incorporation. These include a statutory meeting (within 6 months) and statutory report. On completion of such formalities and on filing of the statutory report with the ROC, the ROC then issues the certificate of commencement of business to the company. After this the Public Company can start its business operations. In case of Private Company, it can start the business immediately on incorporation.
How do we comply with the legal formalities when we are not stationed in India?
By giving Power of Attorney to a person who appears before the ROC to complete the necessary formalities after getting the MOA, AOA, Power of attorney and other allied documents. Documents are e-mailed to client and after taking the printout they are signed by respective directors and promoters of the company. Signatures of promoters and directors are attested by notary public and Indian Embassy/Consulate located in their base country. Attestation from Indian embassy/consulate is not required if promoters and directors are based in Common Wealth country.
What other approvals are required for foreign investor in India?
After the company has been incorporated in India, the foreign investor has to either intimate the Reserve Bank of India (RBI) about the foreign equity or take approval of the Foreign Investment Promotion Board (FIPB). The intimation or approval depends upon the sector in which the foreign investor intends to do business.
How does a foreign company invest in India?
1. By Automatic Approval by the Reserve Bank of India (RBI). This is available for all items or activities except a few as given in the Press Note No.4 (2006series)
No prior approval required. The company is required to report only to the RBI within 30 days of the receiving of foreign equity/allotment of shares.
2. By Foreign Investment Promotion Board's (FIPB) approval for all other proposals that are not eligible for Automatic Approval.
PROCEDURES TO INCORPORATE
The Indian Companies Act, 1956, this act sets down rules for the establishment of public companies as well as private companies.
Allotment of Director Identification Number (DIN)
Application in Form Director Identification Number (DIN-1) shall be made online and provisional Director Identification Number (DIN) of the person intending to become director of the Company would be generated. After allotment of provisional DIN number, prescribed documents along with form DIN -1 are sent to DIN cell of ROC and regular DIN is allotted.
Acquiring Digital Signature certificate (DSC)
DSC is acquired after submitting the application along with the prescribed fee to one of the several vendors like TCS and Satyam. It is usually allotted in 1 or 2 days.
Name Approval of the company
An application in Form No. 1A is required to be filed, properly filled, with the Registrar of Companies (ROC) online with Digital Signature of one of the proposed directors. After submitting this application, the ROC scrutinizes it and sends either approval or objections in 3 or 4 days to the applicant through e-mail.
Procedure after name approval of the company
An application for registration along with the following documents are to be submitted to the Registrar of Companies:
Memorandum of Association;
Articles of Association;
A declaration in Form 1 is to be submitted by a person named in the articles of such proposed company as a director, manager, or secretary of the company, or by an advocate of the Supreme Court or High Court, or by an attorney who is entitled to appear before the High Court, or by a Chartered Accountant practicing in India who states that all the requirements of the Companies Act 1956 and the applicable rules with respect to the registration and other matters have been complied with;
The consent of each person who are prepared to act as directors;
All the information about the directors, the managing directors, managers and secretary must be submitted in a prescribed Form 32;
All the information about the registered office in prescribed Form 18;
The power of attorney in favor of either one of the promoters or any other person, authorizing him or her to make corrections in the documents that have been submitted to the Registrar of Companies;
The applicable registration fee to be payable to the Registrar of Companies;
CHECKLISTS OF DOCUMENTS
Details of proposed company to be incorporated
Proposed names of the company according to preference.
Main objects of the proposed company.
Authorized share capital of the proposed company.
Details of Directors (2 in case of private company and 3 in case of public company).
Complete Name of the directors.
Residential address of the directors including city, state, pin code and country.
Date of Birth
3 passport size photographs of every proposed Directors (can give scanned photographs).
Copy of passport of the directors as a proof of identity and copy of proof of address like electricity bill, telephone bill, bank statement or driving license. (Scanned Copy will serve the purpose)
Details of Shareholders (At least details of 2 shareholders in case of private company and 7 shareholders in case of public company)
Complete Name of the shareholders.
Residential address of shareholders including city, state, pin code and country.
Date of Birth
3 passport size photographs of every proposed shareholders (can give scanned photographs).
Copy of passport of the shareholders as a proof of identity and copy of proof of address like electricity bill, telephone bill, bank statement or driving license.
Copy of the Certificate of incorporation of the company.
Copy of the Memorandum of Association (MOA) and Articles of Association (AOA).
Board resolution of existing company that authorizes for shareholding in the proposed company
TAXATION SYSTEM IN INDIA
India has a well-developed tax structure with clearly demarcated authority between Central and State Governments and local bodies. Central Government levies taxes on income (except tax on agricultural income, which the State Governments can levy), customs duties, central excise and service tax.
Value Added Tax (VAT), (Sales tax in States where VAT is not yet in force), stamp duty, State Excise, land revenue and tax on professions are levied by the State Governments. Local bodies are empowered to levy tax on properties, “octroi” and for utilities like water supply, drainage etc.
In last 10-15 years, Indian taxation system has undergone tremendous reforms. The tax rates have been rationalized and tax laws have been simplified resulting in better compliance, ease of tax payment and better enforcement. The process of rationalization of tax administration is ongoing in India.
Since April 01, 2005, most of the State Governments in India have replaced sales tax with VAT.
Taxes Levied by Central Government
Manufacture of goods in India attracts Excise Duty under the Central Excise act 1944 and the Central Excise Tariff Act 1985. Herein, the term Manufacture means bringing into existence a new article having a distinct name, character, use and marketability and includes packing, labeling etc.
Most of the products attract excise duties at the rate of 16%. Some products also attract special excise duty/and an additional duty of excise at the rate of 8% above the 16% excise duty. 2% education cess is also applicable on the aggregate of the duties of excise. Excise duty is levied on ad valorem basis or based on the maximum retail price in some cases.
The levy and the rate of customs duty in India are governed by the Customs Act 1962 and the Customs Tariff Act 1975. Imported goods in India attract basic customs duty, additional customs duty and education cess. The rates of basic customs duty are specified under the Tariff Act. The peak rate of basic customs duty has been reduced to 15% for industrial goods. Additional customs duty is equivalent to the excise duty payable on similar goods manufactured in India. Education cess at 2% is leviable on the aggregate of customs duty on imported goods. Customs duty is calculated on the transaction value of the goods.
Rates of customs duty for goods imported from countries with whom India has entered into free trade agreements such as Thailand, Sri Lanka, BIMSTEC, south Asian countries and MERCOSUR countries are provided on the website of CBEC.
Customs duties in India are administrated by Central Board of Excise and Customs under Ministry of Finance.
Service tax is levied at the rate of 10% (plus 2% education cess) on certain identified taxable services provided in India by specified service providers. Service tax on taxable services rendered in India are exempt, if payment for such services is received in convertible foreign exchange in India and the same is not repatriated outside India. The Cenvat Credit Rules allow a service provider to avail and utilize the credit of additional duty of customs/excise duty for payment of service tax. Credit is also provided on payment of service tax on input services for the discharge of output service tax liability.
Sales Tax Acts of various State Governments and Central Sales Act governed the application of Sales Tax/VAT.
Sales tax is levied on the sale of movable goods. Most of the Indian States have replaced Sales tax with a new Value Added Tax (VAT) from April 01, 2005. VAT is imposed on goods only and not services and it has replaced sales tax. Other indirect taxes such as excise duty, service tax etc., are not replaced by VAT. VAT is implemented at the State level by State Governments. VAT is applied on each stage of sale with a mechanism of credit for the input VAT paid. There are four slabs of VAT:-
• 0% for essential commodities
• 1% on bullion and precious stones
• 4% on industrial inputs and capital goods and items of mass consumption
• All other items 12.5%
• Petroleum products, tobacco, liquor etc., attract higher VAT rates that vary from State to State
A Central Sales Tax at the rate of 2% is also levied on inter-State sales and would be eliminated gradually.
INCORPORATING AND LICENSING
YOUR COMPANY IN INDIA
FOR ONLINE PHARMACY BUSINESS
We can get your Company incorporated in India, and your Pharmacy license can be obtained in the name of the company within 30 days after incorporation;
Full fees including incorporation and licensing:
INCORPORATION COSTS (EUROS)
Registration and Processing Fees – Euros 3,500.00
Preparing draft of Memorandum & Articles of Association – Euros 325.00
Notary certification and apostil of all statutory documents - Euros 450.00
Provision of Registered Office, as legally required – Euros 1,280.00/annual
Company Secretarial Service fee – Euros 1,500.00/annual
Annual maintenance fees – Euros 1,050.00/annual (*)
Provision of an Offshore Corporate Bank Account – General Disbursements - Euros 870.00
2nd set of certified documents for Bank Account opening purposes – Euros 375.00
Application and obtaining Pharmacy License (Rs. 750,000) - Euros 12,500.00/annual
Renting of local premises to be used as ware house, as legally required to apply for and get Pharmacy License (Rs. 9,500.00/month = Euros 155.00/monthly), which will make an annual charge - Euros 1,860.00/annual
Hand Plier Company Seal – Euros 75.00
DHL delivery of documents – Euros 70.00
Total 1st year fees – Euros 23,855.00
(*) 1st year fees will be payable together with incorporation fees.
Should you need our services to provide you a Merchant Account directly fro our bankers (no intermediary) with transaction fees varying from 2,75% up to 3,5% please contact us;
ANNUAL MAINTENANCE FEES
The Annual Fees are concerned with the following services:
Annual Statutory Fee, which includes:
- Local incorporation agent to provide you all services relating company matters (registered agent facilities);
- Filing statutory returns with official departments, required, to be the company active and alive;
- Liaison with the registered office and the registered agent in the jurisdiction of incorporation, attending to the payment of the Annual Government License Fees and other government fees;
Annual Compliance Fee, which includes:
- Attending to routine compliance matters (inclusive of periodic file reviews), reviewing official correspondence received and other routine matters incidental to good corporate governance;
- Processing and Return Filing with Internal revenue, Registrar of Companies, and other official departments
DELIVERY OF DOCUMENTS
We can either dispatch the documents to you by DHL or any other express courier, if a faster delivery service required.
HOW TO START INCORPORATION PROCESS
As to start the incorporation process, we only need an email from you, with your order, confirming the required optional services, if any. A Proforma invoice will then be delivered to you with our banking coordinates so that you may settle payment by swift wire bank transfer.
DOCUMENTS AND INFORMATION REQUIRED
1 - We need you to provide us the names of the persons or corporate bodies who will be appointed as shareholders and Director for the company. We shall need scanned copy of passports and Utility Bill as proof of address, in case of individuals, or scanned copies of statutory documents in case of corporate bodies.
2 - Also 3 – 4 alternative names will be required to enable us to make the name search and approval for the company.
Hope all above information meets your requirements and needs.
In case you may have any further matter or question to clarify, please don’t hesitate to contact us, before taking your decision.
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