TMI BlogMaster Circular on Foreign Investment in IndiaX X X X Extracts X X X X X X X X Extracts X X X X ..... has been updated is suitably indicated. 3. This Master Circular may be referred to for general guidance. The Authorised Persons and the Authorised Dealer Category I banks may refer to respective circulars/ notifications for detailed information, if so needed. Yours faithfully, (B. P. Kanungo) Principal Chief General Manager INDEX PART - I Foreign Investments in India - Schematic Representation Section - I: Foreign Direct Investment 1. Foreign Direct Investment in India 5 2. Entry routes for investments in India 5 3. Eligibility for investment in India 6 4. Type of instruments 7 5. Pricing guidelines 8 6. Mode of payment 12 7. Foreign investment limits, prohibited sectors and investment n MSEs 12 8. Modes of investment ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... 6. Short Selling of FIIs 46 7. Private placement with FIIs 47 8. Transfer of shares acquired under PIS 47 9. Monitoring of Investment position by RBI and AD banks 47 10. Prior intimation to Reserve Bank of India 48 11. Caution List 48 12. Ban List 48 13. Issue of irrevocable payment commitment (IPCs) to stock exchanges on behalf of FIIs 49 14. Investments by Qualified Foreign investors (QFIs) in listed equity shares 49 15. Foreign Portfolio Investment Scheme 52 Section - III: Foreign Venture Capital Investments 1. Investments by Foreign Venture Capital Investor 55 ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... by non-residents other than NRIs/PIO 72 4. Restrictions 73 Annexures Page No. Annex A - Salient features of Portfolio Investment Scheme (PIS) for investments by a Non Resident Indian (NRI) 74 Annex B n- Scheme for Acquisition/ Transfer by a person resident outside India of capital contribution or profit share of Limited Liability Partnerships (LLPs) 78 Annex - 1 Sector-Specific Policy For Foreign Investment 82 Annex - 2 Sectors prohibited for FDI 116 Annex - 3 Terms And Conditions for Transfer Of Shares/Convertible Debentures, By Way Of Sale 117 Annex - 4 Documents to be submitted by a person resident in India for transfer of shares to a person resident outside India by way of gift 121 Annex - 5 Definition Of Relative As Given in Section 6 Of Companies Act, 2013 122 Annex ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... DI) Scheme, investments can be made in shares, mandatorily and fully convertible debentures and mandatorily and fully convertible preference shares1 of an Indian company by non-residents through two routes: o Automatic Route: Under the Automatic Route, the foreign investor or the Indian company does not require any approval from the Reserve Bank or Government of India for the investment. o Government Route: Under the Government Route, the foreign investor or the Indian company should obtain prior approval of the Government of India(Foreign Investment Promotion Board (FIPB), Department of Economic Affairs (DEA), Ministry of Finance or Department of Industrial Policy Promotion, as the case may be) for the investment. 3. Eligibility for Investment in India (i) A person resident outside India2 or an entity incorporated outside India 2 , can invest in India, according to the FDI Policy of the Government of India and Foreign Exchange Management (Transfer or issue of security by a person resident outside India) Regulations, 2000. It may be noted that a person who is a citizen of or an entity incorporated in Bangladesh/ Pakistan can invest in India under the FDI Sc ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... d under FEMA Regulations. ii) Prior to December 30, 2013, issue of other types of preference shares such as non-convertible, optionally convertible or partially convertible, were to be in accordance with the guidelines applicable for External Commercial Borrowings (ECBs). On and from December 30, 2013 it has been decided that optionality clauses may henceforth be allowed in equity shares and compulsorily and mandatorily convertible preference shares/debentures to be issued to a person resident outside India under the Foreign Direct Investment (FDI) Scheme. The optionality clause will oblige the buy-back of securities from the investor at the price prevailing/value determined at the time of exercise of the optionality so as to enable the investor to exit without any assured return. The provision of optionality clause shall be subject to the following conditions: (a) There is a minimum lock-in period of one year or a minimum lock-in period as prescribed under FDI Regulations, whichever is higher (e.g. defence sector where the lock-in period of three years has been prescribed). The lock-in period shall be effective from the date of allotment of such shares or convertible debentu ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... uer complies with Regulation 17 of the SEBI (Issue of Capital and Disclosure Requirements(ICDR)) Regulations regarding monitoring agency. Similarly, in case of an unlisted Indian company, the balance consideration amount can be received after 12 months where the issue size exceeds rupees five hundred crores. However, the investee company shall appoint a monitoring agency on the same lines as required in case of a listed Indian company under the SEBI (ICDR) Regulations. Such monitoring agency (AD Category -1 bank) shall report to the investee company as prescribed by the SEBI regulations, ibid, for the listed companies. The pricing of the warrants and price/ conversion formula shall be determined upfront and 25% of the consideration amount shall also be received upfront. The balance consideration towards fully paid up equity shares shall be received within a period of 18 months; The price at the time of conversion should not in any case be lower than the fair value worked out, at the time of issuance of such warrants, in accordance with the extant FEMA Regulations and pricing guidelines stipulated by RBI from time to time. Thus, Investee company shall be free to receive consid ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... equity shares. (d) The deferment of payment of consideration amount or shortfall in receipt of consideration amount as per applicable pricing guidelines by the foreign investors will not be covered under these guidelines so as to be treated as subscription to partly paid shares and warrants. Thus, the Investee company under these guidelines for issue/transfer of partly-paid shares/warrants, shall require to comply with the requirements under the Companies Act, 2013 for issuance of partly paid shares and warrants; Issue of shares by SEZs against import of capital goods: In this case, the share valuation has to be done by a Committee consisting of Development Commissioner and the appropriate Customs officials. Right Shares: The price of shares offered on rights basis by the Indian company to non-resident shareholders shall be: i) In the case of shares of a company listed on a recognised stock exchange in India, at a price as determined by the company. ii) In the case of shares of a company not listed on a recognised stock exchange in India, at a price which is not less than the price at which the offer on right basis is made to the resident shareholders. Acquis ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... category I bank. (iii) conversion of royalty / lump sum / technical know how fee due for payment /import of capital goods by units in SEZ or conversion of ECB, shall be treated as consideration for issue of shares. (iv) conversion of import payables / pre incorporation expenses / share swap can be treated as consideration for issue of shares with the approval of FIPB. (v) debit to non-interest bearing Escrow account in Indian Rupees in India which is opened with the approval from AD Category - I bank and is maintained with the AD Category I bank on behalf of residents and non-residents towards payment of share purchase consideration. If the shares or convertible debentures are not issued within 180 days from the date of receipt of the inward remittance or date of debit to NRE / FCNR(B) / Escrow account, the amount of consideration shall be refunded. Further, the Reserve Bank may on an application made to it and for sufficient reasons, permit an Indian Company to refund/allot shares for the amount of consideration received towards issue of security if such amount is outstanding beyond the period of 180 days from the date of receipt. 7. Foreign Investment limits, Proh ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... than twenty five lakh rupees but does not exceed five crore rupees; (ii) in the case of the enterprises engaged in providing or rendering services, a micro enterprise means where the investment in equipment does not exceed ten lakh rupees; a small enterprise means where the investment in equipment is more than ten lakh rupees but does not exceed two crore rupees. c) Prohibition on foreign investment in India (i) Foreign investment in any form is prohibited in a company or a partnership firm or a proprietary concern or any entity, whether incorporated or not (such as, Trusts) which is engaged or proposes to engage in the following activities 4 : (a) Business of chit fund, or (b) Nidhi company, or (c) Agricultural or plantation activities, or (d) Real estate business, or construction of farm houses, or (e) Trading in Transferable Development Rights (TDRs). (ii) 5 However, it is clarified that only NRIs are eligible to subscribe to the chit funds on non- repatriation basis subject to the following conditions: a. The Registrar of Chits or an officer authorised by the State Government in accordance with the provisions of the Chit Fund Act in consultati ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ho is eligible for investment in India) subject to compliance with the extant FDI policy and the FEMA Regulation. 8 B. Acquisition by way of transfer of existing shares by person resident in or outside India Foreign investors can also invest in Indian companies by purchasing / acquiring existing shares from Indian shareholders or from other non-resident shareholders. General permission has been granted to non-residents / NRIs for acquisition of shares by way of transfer in the following manner: 8 B.I Transfer of shares by a Person resident outside India a. Non Resident to Non-Resident (Sale / Gift): A person resident outside India (other than NRI and OCB) may transfer by way of sale or gift, shares or convertible debentures to any person resident outside India (including NRIs but excluding OCBs). Note : Transfer of shares from or by erstwhile OCBs would require prior approval of the Reserve Bank of India. b. NRI to NRI (Sale/Gift): NRIs may transfer by way of sale or gift the shares or convertible debentures held by them to another NRI. c. Non Resident to Resident(Sale/Gift): (i) Gift: A person resident outside India can transfer any security ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... on the circumstances leading to the invocation of the guarantee. 8.B.II Transfer of shares/convertible debentures from Resident to Person Resident outside India A person resident in India can transfer by way of sale, shares / convertible debentures (including transfer of subscriber's shares), of an Indian company under private arrangement to a person resident outside India, subject to the following alongwith pricing, reporting and other guidelines given in Annex - 3 a) where the transfer of shares requires the prior approval of the FIPB as per extant FDI policy provided that; i) the requisite FIPB approval has been obtained; and ii) the transfer of share adheres with the pricing guidelines and documentation requirements as specified by the Reserve Bank of India from time to time. b) where SEBI (SAST) guidelines are attracted, subject to adherence with the pricing guidelines and documentation requirements as specified by the Reserve Bank of India from time to time. c) where the pricing guidelines under FEMA,1999 are not met provided that: i) the resultant FDI is in compliance with the extant FDI policy and FEMA regulations in terms of sectoral caps, c ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... any, breaching the sectoral cap applicable. 8.B. IV Prior permission of the Reserve Bank in certain cases for acquisition/ transfer of security (i) Transfer of shares or convertible debentures from residents to non-residents by way of sale requires prior approval of Reserve Bank in case where the non-resident acquirer proposes deferment of payment of the amount of consideration. Further, in case approval is granted for the transaction, the same should be reported in Form FC-TRS to the AD Category - I bank, within 60 days from the date of receipt of the full and final amount of consideration. (ii) A person resident in India, who intends to transfer any security, by way of gift to aperson resident outside India, has to obtain prior approval from the Reserve Bank. While forwarding the application to the Reserve Bank for approval for transfer of shares by way of gift, the documents mentioned in Annex - 4 should be enclosed. The Reserve Bank considers the following factors while processing such applications: a) The proposed transferee is eligible to hold such security under Schedules 1, 4 and 5 of Notification No. FEMA 20/2000-RB dated May 3, 2000, as amended from time to ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... agement (Deposit) Regulations, 2000; (d) the consideration amount may also be paid out of the dividend payable by Indian investee company, in which the said non-resident holds control as (i) above, provided the right to receive dividend is established and the dividend amount has been credited to specially designated non -interest bearing rupee account for acquisition of shares on the floor of stock exchange. iii. The pricing for subsequent transfer of shares shall be in accordance with the pricing guidelines under FEMA; iv. The original and resultant investments are in line with the extant FDI policy and FEMA regulations in respect of sectoral cap, entry route, reporting requirement, documentation, etc; 8.B.VII The reporting guidelines are given in Section V of the Master Circular. 8. C. Issue of Rights / Bonus shares An Indian company may issue Rights/Bonus shares to existing non-resident shareholders, subject to adherence to sectoral cap, reporting requirements, etc. Further, such issue of bonus / rights shares have to be in accordance with other laws / statutes like the Companies Act, 2013, SEBI (Issue of Capital and Disclosure Requirements), Regulations 2 ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ral cap, if any; c) Pricing of shares is determined as per SEBI regulations for listed company or fair value worked out as per any internationally accepted pricing methodology for valuation of shares for unlisted company; d) Compliance with the requirements prescribed under any other statute and regulation in force; e) The conversion facility is available for ECBs availed under the Automatic or Approval Route and is applicable to ECBs, due for payment or not, as well as secured / unsecured loans availed from non-resident collaborators. (ii) General permission is also available for issue of shares / preference shares against lump-sum technical know-how fee, royalty due for payment/repayment, under automatic route or SIA / FIPB route, subject to pricing guidelines of RBI/SEBI and compliance with applicable tax laws. (iii) Units in Special Economic Zones (SEZs) are permitted to issue equity shares to nonresidents against import of capital goods subject to the valuation done by a Committee consisting of Development Commissioner and the appropriate Customs officials. (iv) Issue of equity shares against Import of capital goods / machinery / equipment (excluding second-h ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... r shares acquired in the overseas company, can be done with the approval of FIPB. (vii) Issue of shares against any other funds payable by the investee company, remittance of which does not require prior permission of the Government of India or Reserve Bank of India under FEMA ,1999 or any rules/ regulations framed or directions issued thereunder, provided that: 11 (a) The equity shares shall be issued in accordance with the extant FDI guidelines on sectoral caps, pricing guidelines etc. as amended by Reserve Bank of India, from time to time; (b) The issue of equity shares under this provision shall be subject to tax laws as applicable to the funds payable and the conversion to equity should be net of applicable taxes. (viii) The reporting guidelines are given in Section V of the Master Circular. 8. F. Issue of eligible securities under DR Scheme 2014 Depository Receipts (DRs) are foreign currency denominated instruments issued by a foreign Depository in a permissible jurisdiction against a pool of permissible securities issued or transferred to that foreign depository and deposited with a domestic custodian. DRs may or may not be traded in an international ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ara 7 of revised Form FC-TRS and issuance of participating interest/ rights will be reported as other category of instruments under Para 4 of Form FC-GPR. 9. Foreign Currency Account and Escrow Account a) Indian companies which are eligible to issue shares to persons resident outside India under the FDI Scheme will be allowed to retain the share subscription amount in a Foreign Currency Account for bonafide business purpose only with the prior approval of the Reserve Bank. b) AD Category - I banks have been given general permission to open and maintain non-interest bearing Escrow account in Indian Rupees in India on behalf of residents and non-residents, towards payment of share purchase consideration and / or provide Escrow facilities for keeping securities to facilitate FDI transactions. It has also been decided to permit SEBI authorised Depository Participant, to open and maintain, without approval of the Reserve Bank, Escrow account for securities. The Escrow account would also be subject to the terms and conditions as stipulated in A.P. (DIR Series) Circular No. 58 dated May 2, 2011. Further, the Escrow account would be maintained with AD Category I bank or SEB ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ase of winding up otherwise than by a court, an auditor's certificate to the effect that there is no legal proceedings pending in any court in India against the applicant or the company under liquidation and there is no legal impediment in permitting the remittance. 13. Pledge of Shares a) A person being a promoter of a company registered in India (borrowing company), which has raised external commercial borrowings, may pledge the shares of the borrowing company or that of its associate resident companies for the purpose of securing the ECB raised by the borrowing company, provided that a no objection for the same is obtained from a bank which is an authorised dealer. The authorized dealer, shall issue the no objection for such a pledge after having satisfied itself that the external commercial borrowing is in line with the extant FEMA regulations for ECBs and that: i). the loan agreement has been signed by both the lender and the borrower, ii) there exists a security clause in the Loan Agreement requiring the borrower to create charge on financial securities, and iii) the borrower has obtained Loan Registration Number (LRN) from the Reserve Bank: and the said ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... FCs) - whether listed or not, to secure the credit facilities extended to the resident investee company for bona-fide business purposes / operations, subject to compliance with the conditions indicated below: i. only the equity shares listed on a recognised stock exchange/s in India can be pledged in favour of the NBFCs ; ii. in case of invocation of pledge, transfer of shares should be in accordance with the credit concentration norm as stated in the Master Circular DNBS(PD).DNBS.(PD).CC.No.333/03.02.001/2013-14 dated July 01, 2013 as amended from time to time; iii. (i) The AD may obtain a board resolution ex ante , passed by the Board of Directors of the investee company, that the loan proceeds received consequent to pledge of shares will be utilised by the investee company for the declared purpose; (ii) The AD may also obtain a certificate ex post , from the statutory auditor of investee company, that the loan proceeds received consequent to pledge of shares, have been utilised by the investee company for the declared purpose; iv. the Indian company has to follow the relevant SEBI disclosure norms, as applicable; v. under no circumstances, the credit concentrati ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... -resident entities regardless of whether the said investments have been made under Schedule 1, 2, 2A, 3, 6 and 8 of the Notification No. FEMA. 20/2000-RB dated May 3, 2000, as amended from time to time; (iii) Downstream investment means indirect foreign investment, by one Indian company into another Indian company, by way of subscription or acquisition; (iv) 'Holding Company would have the same meaning as defined in Companies Act 2013; (v) Indian Company' means a company incorporated in India under the Companies Act, 2013; (vi) Indirect foreign investment means entire investment in other Indian companies by an Indian company (IC), having foreign investment in it provided IC is not owned and controlled by resident Indian citizens and/or Indian Companies which are owned and controlled by resident Indian citizens or where the IC is owned or controlled by non-residents. However, as an exception, the indirect foreign investment in the 100% owned subsidiaries of operating-cum-investing/investing companies will be limited to the foreign investment in the operating-cum-investing/ investing company. (vii) Investing Company means an Indian Company holding on ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... e holding company. (iii) The methodology for calculation of total foreign investment would apply at every stage of investment in Indian companies and thus in each and every Indian company. (iv) Additional requirements (A) The full details about the foreign investment including ownership details etc. in Indian company /ies and information about the control of the company /ies would be furnished by the Company /ies to the Government of India at the time of seeking approval. (B) In any sector/activity, where Government approval is required for foreign investment and in cases where there are any inter-se agreements between/amongst share-holders which have an effect on the appointment of the Board of Directors or on the exercise of voting rights or of creating voting rights disproportionate to shareholding or any incidental matter thereof, such agreements will have to be informed to the approving authority. The approving authority will consider such inter-se agreements for determining ownership and control when considering the case for approval of foreign investment. (C) In all sectors attracting sectoral caps, the balance equity i.e. beyond the sectoral foreign investmen ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ector which will continue to be governed by the relevant Regulation. D. Guidelines for establishment of Indian companies/ transfer of ownership or control of Indian companies, from resident Indian citizens and Indian companies to non-resident entities, in sectors with caps. 5. In sectors/activities with caps, including, inter-alia, defence production, air transport services, ground handling services, asset reconstruction companies, private sector banking, broadcasting, commodity exchanges, credit information companies, insurance, print media, telecommunications and satellites, Government approval/FIPB approval would be required in all cases where: (i) An Indian company is being established with foreign investment and is not owned by a resident entity or (ii) An Indian company is being established with foreign investment and is not controlled by a resident entity or (iii) The control of an existing Indian company, currently owned or controlled by resident Indian citizens and Indian companies, which are owned or controlled by resident Indian citizens, will be/is being transferred/passed on to a non-resident entity as a consequence of transfer of shares and/or fresh iss ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... g mechanism, or in trading books, or for acquisition of shares due to defaults in loans, shall not count towards indirect foreign investment. However, their 'strategic downstream investment' shall count towards indirect foreign investment. For this purpose, 'strategic downstream investments' would mean investment by these banking companies in their subsidiaries, joint ventures and associates. (ii) Downstream investments by Indian companies will be subject to the following conditions: (a) Such a company has to notify Secretariat for Industrial Assistance, DIPP and FIPB of its downstream investment in the form available at http://www.fipbindia.com within 30 days of such investment, even if capital instruments have not been allotted along with the modality of investment in new/existing ventures (with/without expansion programme); (b) downstream investment by way of induction of foreign equity in an existing Indian Company to be duly supported by a resolution of its Board of Directors as also a Shareholders Agreement, if any; (c) issue/transfer/pricing/valuation of shares shall continue to be in accordance with extant SEBI/RBI guidelines; (d) For the pur ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... tions will be duly mentioned in the Director s report in the Annual Report of the Indian company. In case statutory auditor has given a qualified report, the same shall be immediately brought to the notice of the Reserve Bank of India, Foreign Exchange Department (FED), Regional Office (RO) of the Reserve Bank in whose jurisdiction the Registered Office of the company is located and shall also obtain acknowledgement from the RO of having intimated it of the qualified auditor report. RO shall file the action taken report to the Principal Chief General Manager, Foreign Exchange Department, Reserve Bank of India, Central Office, Central Office Building, Shahid Bhagat Singh Road, Mumbai 400001. 17 15. Issue of Non convertible/ redeemable bonus preference shares or debentures To rationalise and simplify the procedures, an Indian company may issue non-convertible/redeemable preference shares or debentures to non-resident shareholders, including the depositories that act as trustees for the ADR/GDR holders, by way of distribution as bonus from its general reserves under a Scheme of Arrangement approved by a Court in India under the provisions of the Companies Act, as applicable, su ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... / commercial premises, roads or bridges, educational institutions, recreational facilities, city and regional level infrastructure, townships), construction of farm houses, manufacturing of cigars, cheroots, cigarillos and cigarettes, of tobacco or of tobacco substitutes and trading in Transferable Development Rights (TDRs) and in sectors/ activities as specified in terms of Notification No. FEMA.1/2000-RB dated May 3, 2000, as amended from time to time; and d) ensure compliance with instructions issued through A.D.(M.A. Series) Circulars, EC.CO.FID circulars and the regulatory requirements under FEMA, 1999. (iii) SEBI approved sub accounts of FIIs (sub accounts) have general permission to invest under the PIS. (iv) OCBs are not permitted to invest under the PIS with effect from November 29, 2001, in India. Further, the OCBs which have already made investments under the PIS are allowed to continue holding such shares / convertible debentures till such time these are sold on the stock exchange. Any foreign institutional investor who holds a valid certificate of registration from SEBI shall be deemed to be a registered foreign portfolio investor (RFPI) till the expiry of ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... es of debentures of the company. The aggregate ceiling of 10 per cent can be raised to 24 per cent by passing of a resolution by its Board of Directors followed by a special resolution to that effect by its General Body which should necessarily be intimated to the Reserve Bank of India immediately as hitherto, along with Certificate from the Company Secretary stating that all the relevant provisions of the extant Foreign Exchange Management Act, 1999 regulations and the Foreign Direct Investment Policy, as amended from time to time have been complied with. C. Prohibition on investments by FIIs and NRIs FIIs are not permitted to invest in the capital of a company in Defence Industry subject to Industrial license under the Industries (Development Regulation) Act, 1951 Both FIIs and NRIs are not allowed to invest in any company which is engaged or proposes to engage in the following activities: i) Business of chit fund*, or ii) Nidhi company, or iii) Agricultural or plantation activities, or iv) Real estate business** or construction of farm houses, or v) Trading in Transferable Development Rights (TDRs). * NRIs are eligible to to subscribe to the chit fun ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... s are allowed to trade in all exchange traded derivative contracts approved by RBI/SEBI on recognised Stock Exchanges in India subject to the position limits and margin requirements as prescribed by RBI / SEBI from time to time as well as the stipulations regarding collateral securities as directed by the Reserve Bank from time to time. The SEBI registered FII / sub-account may open a separate account under their SNRR A/c through which all receipts and payments pertaining to trading / investment in exchange traded derivative contracts will be made (including initial margin and mark to market settlement, transaction charges, brokerage, etc.). Further, transfer of funds between the SNRR A/c and the separate account maintained for the purpose of trading in exchange traded derivative contracts can be freely made. However, repatriation of the Rupee amount will be made only through their SNRR A/c subject to payment of relevant taxes. The AD Category - I banks have to keep proper records of the above mentioned separate account and submit them to the Reserve Bank as and when required. B. NRIs NRIs are allowed to invest in Exchange Traded Derivative Contracts ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... the Reserve Bank from time to time and instructions issued vide DBOD Circular no. DBOD.Dir.BC. 46/13.03.00/2010-11 dated September 30, 2010. 6. Short Selling by FIIs A. FIIs FIIs registered with SEBI and SEBI approved sub-accounts of FIIs are permitted to short sell, lend and borrow equity shares of Indian companies. Short selling, lending and borrowing of equity shares of Indian companies shall be subject to such conditions as may be prescribed by the Reserve Bank and the SEBI / other regulatory agencies from time to time. The permission is subject to the following conditions: a) Short selling of equity shares by FIIs shall not be permitted for equity shares of Indian companies which are in the ban list and / or caution list of the Reserve Bank. b) Borrowing of equity shares by FIIs shall only be for the purpose of delivery into short sales. c) The margin / collateral shall be maintained by FIIs only in the form of cash. No interest shall be paid to the FII on such margin/collateral. B. NRIs The NRI investor has to take delivery of the shares purchased and give delivery of shares sold. Short Selling is not permitted. 7. Private placement with F ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... provisions of the extant Foreign Exchange Management Act, 1999 regulations and the Foreign Direct Policy, as amended from time to time, have been complied with. 11. Caution List When the aggregate net purchases of equity shares of the Indian company by FIIs/NRIs/PIOs reaches the cut-off point of 2 per cent below the overall limit, the Reserve Bank cautions all the designated bank branches not to purchase any more equity shares of the respective company on behalf of any RFPIs/ FIIs/ NRIs/ PIOs without prior approval of the Reserve Bank. The link offices are then required to intimate the Reserve Bank about the total number and value of equity shares/ convertible debentures of the company proposed to be bought on behalf of their RFPIs/FIIs /NRIs /PIOs clients. On receipt of such proposals, the Reserve Bank gives clearances on a first-come-first serve basis till such investments in companies reaches the respective limits (such as 10 / 24 / 30 / 40/ 49 per cent limit or the sectoral caps/statutory ceilings), as applicable. 12. Ban List Once the shareholding by FIIs/NRIs/PIO reaches the overall ceiling / sectoral cap / tatutory limit, the Reserve Bank places the compan ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... QFIs shall be permitted to invest through SEBI registered Qualified Depository Participants (QDPs defined as per the extant SEBI regulations) only in equity shares of listed Indian companies through registered brokers on recognized stock exchanges in India as well as in equity shares of Indian companies which are offered to public in India in terms of the relevant and applicable SEBI guidelines/regulations. QFIs shall also be permitted to acquire equity shares by way of rights shares, bonus shares or equity shares on account of stock split / consolidation or equity shares on account of amalgamation, demerger or such corporate actions subject to the investment limits as prescribed in para (v) below. QFIs shall be allowed to sell the equity shares so acquired by way of sale (a) Through recognized brokers on recognized stock exchanges in India; or (b) In an open offer in accordance with the SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011; or (c) In an open offer in accordance with the SEBI (Delisting of Securities) Guidelines, 2009; or (d) Through buyback of shares by a listed Indian company in accordance with the SEBI (Buyback) Regulations, 19 ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ing to SEBI as may be prescribed by them, QDPs and AD Category-I banks (maintaining QFI accounts) will also ensure reporting to the Reserve Bank of India in a manner and format as prescribed by the Reserve Bank of India from time to time. (x) Hedging - QFIs would be permitted to hedge their currency risk on account of their permissible investments (in equity and debt instruments) in terms of the guidelines issued by the Reserve Bank from time to time. A QFI may continue to buy, sell or otherwise deal in securities subject to SEBI (FPI) Regulations 2014, for a period of one year from the date of commencement of the said regulations, or until he obtains a certificate of registration as a foreign portfolio investor, whichever is earlier. Further, a QFI after registering as a RFPI, shall not be eligible to invest as QFI. However, all investments made by QFI, in accordance with the regulations prior to registration as RFPI shall continue to be valid and taken into account for computation of aggregate limit. 15. Foreign Portfolio Investor Scheme (FPI) (i) The extant guidelines for Portfolio Investment Scheme for Foreign Institutional Investor (FII) and Qualified Foreign ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ms from foreign currency account to SNRR account at the prevailing market rate for making genuine investments in securities. The Authorised Dealer bank may transfer repatriable proceeds (after payment of applicable taxes) from SNRR account to foreign currency account ; RFPI shall be eligible to invest in government securities and corporate debt subject to limits specified by the RBI and SEBI from time to time; The investment by RFPI will be made subject to the SEBI (FPI) Regulations 2014, modified by SEBI/Government of India from time to time; RFPI shall be permitted to trade in all exchange traded derivative contracts on the stock exchanges in India subject to the position limits as specified by SEBI from time to time; RFPI may offer cash or foreign sovereign securities with AAA rating or corporate bonds or domestic Government Securities, as collateral to the recognized Stock Exchanges for their transactions in the cash as well as derivative segment of the market. (ii) Any foreign institutional investor who holds a valid certificate of registration from SEBI shall be deemed to be a registered foreign portfolio investor (RFPI) till the expiry of the block of ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ranting approval, the Reserve Bank permits the FVCI to open a non-interest bearing Foreign Currency Account and/or a non-interest bearing Special Non-Resident Rupee Account with a designated branch of an AD Category - I bank, subject to certain terms and conditions. (v) A SEBI registered FVCI can acquire / sale securities (as given in (iii) above) by way of public offer or private placement by the issuer of such securities and /or by way of private arrangement with a third party at a price that is mutually acceptable to the buyer and the seller. (vi) AD Category - I banks can offer forward cover to FVCIs to the extent of total inward remittance. In case the FVCI has made any remittance by liquidating some investments, original cost of the investments has to be deducted from the eligible cover to arrive at the actual cover that can be offered. (vii) The investments made by FVCI under Schedule I of Notification No. FEMA 20 / 2000- RB dated May 3, 2000, as amended from time to time, would be governed by the norms as stated therein. Section - IV: Other Foreign Investments 1. Purchase of other securities by NRIs (i) On non-repatriation basis (a) NRIs can purch ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... nking companies having presence in India, either through a branch or subsidiary, the approval of the sectoral regulator(s) should be obtained before the issuance of IDRs. a) The FEMA Regulations shall not be applicable to persons resident in India as defined under Section 2(v) of FEMA,1999, for investing in IDRs and subsequent transfer arising out of transaction on a recognized stock exchange in India. b) RFPIs, Foreign Institutional Investors (FIIs) including SEBI approved sub-accounts of the FIIs, registered with SEBI and Non-Resident Indians (NRIs) may invest, purchase, hold and transfer IDRs of eligible companies resident outside India and issued in the Indian capital market, subject to the Foreign Exchange Management (Transfer or Issue of Security by a Person Resident Outside India) Regulations, 2000 notified vide Notification No. FEMA 20 / 2000-RB dated May 3, 2000, as amended from time to time. Further, NRIs are allowed to invest in the IDRs out of funds held in their NRE / FCNR (B) account, maintained with an Authorised Dealer / Authorised bank. c) A limited two way fungibility for IDRs (similar to the limited two way fungibility facility available for ADRs/GDRs) h ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... s only if listing of such NCDs/bonds is committed to be done within 15 days of such investment, Security receipts issued by Asset Reconstruction Companies and Perpetual Debt Instruments eligible for inclusion in as Tier I capital (as defined by DBOD, RBI) and Debt capital instruments as upper Tier II Capital (as defined by DBOD, RBI) issued by banks in India to augment their capital in any manner as per the prevalent/approved market practice 22 subject to the following terms and conditions: a) The total holding of all eligible investors put together shall not exceed 74% of the paid up value of each tranche of scheme / issue of Security Receipts issued by the ARCs. Further, Sub -account of FIIs are not allowed to invest in the Security Receipts issued by ARCs. b)The total holding by a single FII / sub-account in each issue of Perpetual Debt Instruments (Tier I) shall not exceed 10% of the issue and total holdings of all FIIs / sub-account put together shall not exceed 49% of the paid up value of each issue of Perpetual Debt Instruments. c) Purchase of debt instruments including Upper Tier II instruments by FIIs are subject to limits notified by SEBI and the Reserve Bank ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ral Banks. W.e.f July 13, 2014 the investment limit in government securities available to FIIs/QFIs/FPIs has been enhanced by USD 5 billion by correspondingly reducing the amount available to long term investor from USD 10 billion to USD 5 billion within the overall limit of USD 30 billion. The incremental investment limit of USD 5 billion shall be required to be invested in government bonds with a minimum residual maturity of three years. Further, all future investment against the limit vacated when the current investment by an FII/QFI/FPI runs off either through sale or redemption shall also be required to be made in government bonds with a minimum residual maturity of three years. It is, however, clarified that there will be no lock-in period and FIIs/QFIs/FPIs shall be free to sell the securities (including that are presently held with less than three years of residual maturity) to the domestic investors. 28 Further, w.e.f. February 05, 2015, eligible investors shall be permitted to invest in government securities, the coupons received on their existing investments in government securities. These investments shall be kept outside the applicable limit (currently USD 30 bi ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... e secondary market sales / purchases by RFPIs, FIIs and the NRIs in these instruments on the floor of the stock exchange are to be reported by the custodians and designated banks respectively, to the Reserve Bank through the soft copy of the Forms LEC (FII) and LEC (NRI). 6. Qualified Foreign Investors (QFIs) investment in the units of Domestic Mutual funds Non- resident investors (other than SEBI registered FIIs/FVCIs) who meet the KYC requirements of SEBI, were permitted to purchase on repatriation basis rupee denominated units of equity schemes of SEBI registered domestic MFs as Qualified Foreign Investors (QFIs), in accordance with the terms and conditions as stipulated by the SEBI and the RBI from time to time in this regard. QFIs may invest in rupee denominated units of equity schemes of SEBI registered domestic MFs under the two routes, namely: (i) Direct Route - SEBI registered Qualified Depository Participant (QDP) route - o The QDP route will be operated through single non-interest bearing Rupee account to be maintained with an AD Category I Bank in India. The foreign inward remittances in to the single non-interest bearing Rupee account shall be receiv ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ting of to be listed corporate bonds, the provisions relating to FIIs would be applicable. Further, QFIs shall also be permitted to sell eligible debt securities so acquired by way of sale through registered stock broker on a recognized stock exchange in India or by way of buyback or redemption by the issuer. Further, QFIs can also invest in Security Receipts issued by Asset Reconstruction Companies provided that the total holding by an individual QFI in each tranche of scheme of Security Receipts shall not exceed 10 per cent of the issue and the total holdings of all eligible investors put together shall not exceed 49 per cent of the paid up value of each tranche of scheme of Security Receipts issued by the Asset Reconstruction Companies; Perpetual Debt instruments eligible for inclusion as Tier I capital and Debt capital instruments as upper Tier II capital issued by banks in India to augment their capital (Tier I capital and Tier II capital as defined by Reserve Bank, and modified from time to time) provided that the investment by eligible investors in Perpetual Debt instruments (Tier I) shall not exceed an aggregate ceiling of 49 per cent of each issue, and investment ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... the soft form to the Reserve Bank, Department of Statistics and Information Management, Mumbai by July 15 every year. In order to collect information on Indian companies Outward Foreign Affiliated Trade Statistics (FATS) as per the multi-agency global Manual on Statistics of International Trade in Services , the FLA return has been modified in June 2014 and the same is available on the RBI website (www.rbi.org.in Forms category FEMA Forms) along with the related FAQs (www.rbi.org.in FAQs category Foreign Exchange). (iii) Time frame within which shares have to be issued The equity instruments should be issued within 180 days from the date of receipt of the inward remittance or by debit to the NRE/FCNR (B) /Escrow account of the non-resident investor. In case, the equity instruments are not issued within 180 days from the date of receipt of the inward remittance or date of debit to the NRE/FCNR (B) account, the amount of consideration so received should be refunded immediately to the non-resident investor by outward remittance through normal banking channels or by credit to the NRE/FCNR (B)/Escrow account, as the case may be. Non-compliance with the above provision woul ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ger with an existing Indian company, as well as issue of shares on conversion of ECB/royalty/lumpsum technical know-how fee / import of capital goods by units in SEZs has to be reported in Form FC-GPR. 2. Reporting of FDI for Transfer of shares (i) The actual inflows and outflows on account of such transfer of shares shall be reported by the AD branch in the R-returns in the normal course. (ii) Reporting of transfer of shares/ convertible debentures and partly paid shares and warrants to the extent the equity shares are called upbetween residents and non-residents and vice- versa is to be made in Form FC-TRS (enclosed in Annex - 9-i). The Form FC-TRS should be submitted to the AD Category - I bank, within 60 days from the date of receipt of the amount of consideration. The onus of submission of the Form FC-TRS within the given timeframe would be on the transferor / transferee, resident in India. 31 However, the onus of reporting the purchase of shares by non-residents/NRIs on the recognised stock exchanges in accordance with SEBI (Substantial Acquisition of Shares and Takeover) Regulations shall be on the investee company. AD Category-I bank shall approach Regional O ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... e Bank may call for such additional details or give such directions as required from the transferor/transferee or their agents, if need be. 3. Reporting of conversion of ECB into equity Details of issue of shares against conversion of ECB have to be reported to the Regional Office concerned of the Reserve Bank, as indicated below: a. In case of full conversion of ECB into equity, the company shall report the conversion in Form FC-GPR to the Regional Office concerned of the Reserve Bank as well as in Form ECB-2 to the Department of Statistics and Information Management (DSIM), Reserve Bank of India, Bandra-Kurla Complex, Mumbai -400 051, within seven working days from the close of month to which it relates. The words ECB wholly converted to equity shall be clearly indicated on top of the Form ECB-2. Once reported, filing of Form ECB-2 in the subsequent months is not necessary. b. In case of partial conversion of ECB, the company shall report the converted portion in Form FC-GPR to the Regional Office concerned as well as in Form ECB-2 clearly differentiating the converted portion from the non-converted portion. The words ECB partially converted to equity shall be ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... a daily basis on PIS transactions undertaken on behalf of NRIs for their entire bank. This report can be uploaded directly on the ORFS web site (https://secweb.rbi.org.in/ORFSMainWeb/Login.jsp). It would be the banks responsibility to ensure that the data submitted to RBI is reconciled by periodically taking a NRI holding report for their bank. 8. Reporting of foreign investment by way of issue/transfer of participating interest/right in oil fields Foreign investment by way of issue / transfer of participating interest/right in oil fields by Indian companies to a non resident would be treated as an FDI transaction under the extant FDI policy and the FEMA regulations. Accordingly, transfer of participating interest/ rights will be reported as other category under Para 7 of revised Form FC-TRS as given in the Annex-8 and issuance of participating interest/ rights will be reported as other category of instruments under Para 4 of Form FC-GPR as given in the Annex-9. Part II Investment in Partnership Firm / Proprietary Concern 1. Investment in Partnership Firm / Proprietary Concern A Non-Resident Indian 33 (NRI) or a Person of Indian Origin 34 (P ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... d 5 per cent of the paid up capital/ paid up value of each series of convertible debentures of that company. c) The designated branch of the AD bank will grant one time permission to the NRI applicant for purchase and sale of shares / convertible debentures of an Indian company. Two distinct permission letters (for repatriation basis and non-repatriation basis) shall be issued as per the prescribed format. d) Designated branch shall open a separate sub account of NRE/NRO account (opened and maintained by an NRI in terms of the Foreign Exchange Management (Deposit) Regulations, 2000 for the exclusive purpose of routing the transactions under PIS on behalf of an NRI. NRE (PIS) account for investment made by the NRI on repatriation basis and NRO (PIS) account for investment made on non-repatriation basis under the Scheme. The designated branch shall ensure that amounts due to sale proceeds of shares/convertible debentures which have been acquired by modes other than PIS, such as underlying shares acquired on conversion of ADRs/GDRs, shares/ convertible debentures acquired under FDI Scheme, shares/convertible debentures purchased outside India from other NRIs, shares/ convertible ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... the total paid-up capital of the company concerned by all NRIs both on repatriation and non-repatriation basis taken together. h) The purchase of convertible debentures of each series of an Indian company both repatriation and non-repatriation basis by each NRI shall not exceed 5 per cent of the total paid -up value of convertible debentures subject to an overall ceiling of 10 per cent of the total paid -up value of each series of the convertible debentures issued by the Indian company concerned by all NRIs both on repatriation and non-repatriation basis taken together. i) Shares/convertible debentures purchased shall be held and registered in the name of the NRI. j) Shares /convertible debentures acquired by the NRI under this permission can be sold on recognized stock exchange in India through registered broker without any lock in period. NRI shall not engage in short selling and shall take delivery of the shares and convertible debentures purchased and give the delivery of the shares and debentures sold. k) Shares/convertible debentures acquired by the NRI under the Scheme shall not be transferred out of his name by way of gift except to his close relatives as define ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... Portfolio Investors) Regulations, 2014 (RFPI). 2. Eligibility of LLP for accepting foreign Investment: (i) An LLP, existing or new, operating in sectors/activities where 100% FDI is allowed under the automatic route of FDI Scheme would be eligible to receive FDI. For ascertaining such sectors, reference shall be made to Annex-B to Schedule 1 of Notification No. FEMA 20/ 2000-RB dated 3rd May 2000, as amended from time to time. (ii) An LLP engaged in the following sectors/activities shall not be eligible to accept FDI: a) Sectors eligible to accept 100% FDI under automatic route but are subject to FDI-linked performance related conditions (for example minimum capitalisation norms applicable to 'Non-Banking Finance Companies' or 'Development of Townships, Housing, Built-up infrastructure and Construction-development projects', etc.); or b) Sectors eligible to accept less than 100% FDI under automatic route; or c) Sectors eligible to accept FDI under Government Approval route; or d) Agricultural/plantation activity and print media; or e) Sectors not eligible to accept FDI i.e. any sector which is prohibited under the extant FDI policy (Annex- ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... her with a copy/ies of the FIRC/s evidencing the receipt of the remittance along with the KYC report on the non-resident investor in Annex 9-II (, through an AD Category - I bank, and valuation certificate (as per paragraph 5 above) as regards pricing at the earliest but not later than 30 days from the date of receipt of the amount of consideration. The report would be acknowledged by the Regional Office concerned, which would allot a Unique Identification Number (UIN) for the amount reported. (ii) The AD Category - I bank in India, receiving the remittance should obtain a KYC report in respect of the foreign investor from the overseas bank remitting the amount. (iii) Disinvestment / transfer of capital contribution or profit share between a resident and a non-resident (or vice versa) shall require to be reported within 60 days from the date of receipt of funds in Form FOREIGN DIRECT INVESTMENT-LLP(II) as given in Annex 12. 8. Downstream investment: a) An Indian company, having foreign investment (direct or indirect, irrespective of percentage of such foreign investment), will be permitted to make downstream investment in an LLP only if both, the company as well as t ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... investor. Amount paid by the transferee during post-issue transfer of shares beyond the issue price of the share, cannot be taken into account while calculating minimum capitalization requirement. Sl. No. Sector / Activity % of Equity/FDI Cap 37 Entry Route AGRICULTURE 1. Agriculture Animal Husbandry a) Floriculture, Automatic Horticulture, Apiculture and Cultivation of Vegetables Mushrooms under controlled conditions; b) Development and production of Seeds and planting material; c) Animal Husbandry (including breeding of dogs), Pisciculture, Aquaculture, under controlled conditions; and d) services related to agro and allied sectors Note : Besides the above, FDI is not allowed in any other agricultural sector/activity 100% Automatic 1.1 Other Conditions : ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... es where micro-climate is controlled through advanced technologies like incubators, ventilation systems etc. (iii) In the case of pisciculture and aquaculture, scope of the term under controlled conditions covers (a) Aquariums (b) Hatcheries where eggs are artificially fertilized and fry are hatched and incubated in an enclosed environment with artificial climate control. (iv) In the case of apiculture, scope of the term under controlled conditions covers Production of honey by bee-keeping, except in forest/wild, in designated spaces with control of temperatures and climatic factors like humidity and artificial feeding during lean seasons. 2 Tea Plantation Tea sector including tea plantations Note: Besides the above, FDI is not allowed in any other plantation sector/activity 100% Government 2.2 Other Condition : ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... Production and Use) Order, 1953 were included in the list of industries reserved for the public sector. Vide Resolution No. 8/1(1)/97-PSU/1422 dated 6th October 1998 issued by the Department of Atomic Energy laying down the policy for exploitation of beach sand minerals, private participation including Foreign Direct Investment (FDI), was permitted in mining and production of Titanium ores (Ilmenite, Rutile and Leucoxene) and Zirconium minerals (Zircon). Vide Notification No. S.O.61(E) dated 18.1.2006, the Department of Atomic Energy re-notified the list of prescribed substances under the Atomic Energy Act 1962. Titanium bearing ores and concentrates (Ilmenite, Rutile and Leucoxene) and Zirconium, its alloys and compounds and minerals/concentrates including Zircon, were removed from the list of prescribed substances . (i) FDI for separation of titanium bearing minerals ores will be subject to the following additional conditions viz.: (A) value addition facilities are set up within India along with transfer of technology; (B) disposal of tailings during the mineral separation shall be carried out in accordanc ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... evelopment Act, 2006 (MSMED, Act 2006)] will be subject to the sectoral caps, entry routes and other relevant sectoral regulations. Any industrial undertaking which is not a Micro or Small Scale Enterprise, but manufactures items reserved for the MSE sector would require Government route where foreign investment is more than 24% in the capital. Such an undertaking would also require an Industrial License under the Industries (Development Regulation) Act 1951, for such manufacture. The issue of Industrial License is subject to a few general conditions and the specific condition that the Industrial Undertaking shall undertake to export a minimum of 50% of the new or additional annual production of the MSE reserved items to be achieved within a maximum period of three years. The export obligation would be applicable from the date of commencement of commercial production and in accordance with the provisions of section 11 of the Industries (Development Regulation) Act 1951 6 DEFENCE 6.1 Defence Industry subject to Industrial license u ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ck record of past supplies to Armed Forces, Space and Atomic energy sections and having an established R D base. vii. There would be no minimum capitalization for the FDI. A proper assessment, however, needs to be done by the management of the applicant company depending upon the product and the technology. The licensing authority would satisfy itself about the adequacy of the net worth of the non-resident investor taking into account the category of weapons and equipment that are proposed to be manufactured. viii. The Ministry of Defence is not in a position to give purchase guarantee for products to be manufactured. However, the planned acquisition programme for such equipment and overall requirements would be made available to the extent possible. ix. The capacity norms for production will be provided in the licence based on the application as well as the recommendations of the Ministry of Defence, which will look into existing capacities of similar and allied products. x. Investee/joint venture company should be structured to be self-sufficient in areas of product design and development. The investee/joint venture company alon ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... estment Promotion Board (FIPB) in the Department of Economic Affairs. xvii. Applications for FDI up to 49% will follow the existing procedure with proposals involving inflows in excess of ₹ 1200 crore being approved by Cabinet Committee on Economic Affairs (CCEA). xviii. Based on the recommendation of the Ministry of Defence and FIPB, approval of the Cabinet Committee on Security (CCS) will be sought by the Ministry of Defence in respect of cases seeking permission of the Government for FDI beyond 49% which are likely to result in access to modern and `state-of-art' technology in the country. xix. Proposals for FDI beyond 49% with proposed inflow in excess of ₹ 1200 crores, which are to be approved by CCS will not require further approval of the Cabinet Committee on Economic Affairs (CCEA). xx. Government decision on applications for FDI in defence industry sector will be normally communicated within a time frame of 10 weeks from the date of acknowledgement. xxi. For the proposal seeking Government approval for foreign investment beyond 49% applicant should be Indian company/foreign investor. Further condition ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... 7.5 The foreign investment (FI) limit in companies engaged in the afore stated activities shall include, in addition to FDI, investment by Foreign Institutional Investors (FIls), Foreign Portfolio Investors(FPIs), Qualified Foreign Investors (QFIs),Non-Resident Indians (NRIs), Foreign Currency Convertible Bonds (FCCBs), American Depository Receipts (ADRs), Global Depository Receipts (GDRs) and convertible preference shares held by foreign entities. 42 7.6 Foreign investment in the aforestated broadcasting carriage services will be subject to the following security conditions/terms: Mandatory Requirement for Key Executives of the Company (i) The majority of Directors on the Board of the Company shall be Indian Citizens. (ii) The Chief Executive Officer (CEO), Chief Officer In-charge of technical network operations and Chief Security Officer should be resident Indian Citizens. Security Clearance of Personnel (iii) The Company, all Directors on the Board of Directors and such key executives like Managing Director / Chief Executive Officer, Chief Financial Of ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... e lawful interception of Services will be resident Indian citizens. (viii) Details of infrastructure/network diagram (technical details of the network) could be provided, on a need basis only, to equipment suppliers/manufactures and the affiliate of the licensee company. Clearance from the licensor would be required if such information is to be provided to anybody else. (ix) The Company shall not transfer the subscribers' databases to any person/place outside India unless permitted by relevant Law. (x) The Company must provide traceable identity of their subscribers. Monitoring, Inspection and Submission of Information (xi) The Company should ensure that necessary provision (hardware/software) is available in their equipment for doing the Lawful interception and monitoring from a centralized location as and when required by Government. (xii) The company, at its own costs, shall, on demand by the government or its authorized representative, provide the necessary equipment, services and facilities at designated place(s) for continuous monitoring or the broadcasting service by or under supervisio ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... such permission, in future, for a period of five years. (xix) The company shall not import or utilize any equipment, which are identified as unlawful and/or render network security vulnerable. Other conditions (xx) Licensor reserves the right to modify these conditions or incorporate new conditions considered necessary in the interest of national security and public interest or for proper provision of broadcasting services. (xxi) Licensee will ensure that broadcasting service installation carried out by it should not become a safety hazard and is not in contravention of any statute, rule or regulation and public policy. 8 Print Media 8.1 Publishing of Newspaper and periodicals dealing with news and current affairs 26% (FDI and investment by NRIs/PIOs/FII/RFPI) Government 8.2 Publication of Indian editions of foreign magazines dealing with news and current affairs 26% (FDI and investment by NRIs/PIOs/FII/RFPI) Government 8 ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... odrome as defined in clause (2) of section 2 of the Aircraft Act, 1934; (ii) Aerodrome means any definite or limited ground or water area intended to be used, either wholly or in part, for the landing or departure of aircraft, and includes all buildings, sheds, vessels, piers and other structures thereon or pertaining thereto; (iii) Air transport service means a service for the transport by air of persons, mails or any other thing, animate or inanimate, for any kind of remuneration whatsoever, whether such service consists of a single flight or series of flights; (iv) Air Transport Undertaking means an undertaking whose business includes the carriage by air of passengers or cargo for hire or reward; (v) Aircraft component means any part, the soundness and correct functioning of which, when fitted to an aircraft, is essential to the continued airworthiness or safety of the aircraft and includes any item of equipment; (vi) Helicopter means a heavier-than -air aircraft supported in flight by the reactions of the air on one or more power driven rotors on substantially vertical axis; (vii) Schedu ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... plane services, as per the limits and entry routes mentioned above. (c) Foreign airlines are also, allowed to invest, in the capital of Indian companies, operating scheduled and non-scheduled air transport services, up to the limit of 49% of their paid-up capital. Such investment would be subject to the following conditions: 44 (i) It would be made under the Government approval route. (ii) The 49% limit will subsume FDI and FII/FPI investment. (iii) The investments so made would need to comply with the relevant regulations of SEBI, such as the Issue of Capital and Disclosure Requirements (ICDR) Regulations/Substantial Acquisition of Shares and Takeovers (SAST) Regulations, as well as other applicable rules and regulations. (iv) A Scheduled Operator's Permit can be granted only to a company: a) that is registered and has its principal place of business within India; b) the Chairman and at least two-thirds of the Directors of which are citizens of India; and c) the substantial ownership and effective control of which is vested in Indian nationals. (v) A ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... under each project would be as under: i. In case of development of serviced plots, no minimum land area requirement. ii. In case of construction-development projects, a minimum floor area of 20,000 sq. meter. (B) Investee company will be required to bring minimum FDI of US$ 5 million within six months of commencement of the project. The commencement of the project will be the date of approval of the building plan/layout plan by the relevant statutory authority. Subsequent tranches of FDI can be brought till the period of ten years from the commencement of the project or before the completion of project, whichever expires earlier. (C) (i) The investor will be permitted to exit on completion of the project or after development of trunk infrastructure i.e. roads, water supply, street lighting, drainage and sewerage. (ii)The Government may, in view of facts and circumstances of a case, permit repatriation of FDI or transfer of stake by one non-resident investor to another non-resident investor, before the completion of project. These proposals will be considered by FIPB on case to case basis inter-alia with spe ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... (iv) An Indian company, which is the recipient of FDI, shall procure a certificate from an architect empanelled by any Authority, authorized to sanction building plan to the effect that the minimum floor area requirement has been fulfilled. (v) 'Floor area' will be defined as per the local laws/regulations of the respective State governments/Union territories. (vi) Completion of the project will be determined as per the local bye-laws/ rules and other regulations of State Governments. (vii) Project using at least 40% of the FAR/FSI for dwelling unit of floor area of not more than 140 square meter will be considered as Affordable Housing Project for the purpose of FDI policy in Construction Development Sector. Out of the total FAR/FSI reserved for Affordable Housing, at least one-fourth should be for houses of floor area of not more than 60 square meter. (viii) It is clarified that 100% FDI under automatic route is permitted in completed projects for operation and management of townships, malls/ shopping complexes and business centres. 12. Industrial Parks - n ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... fe sciences, natural sciences and engineering; business and management consultancy activities; and architectural, engineering and other technical activities. 12.2 FDI in Industrial Parks would not be subject to the conditionalities applicable for construction development projects etc. spelt out in para 11 above, provided the Industrial Parks meet with the under-mentioned conditions: (i) it would comprise of a minimum of 10 units and no single unit shall occupy more than 50% of the allocable area; (ii) the minimum percentage of the area to be allocated for industrial activity shall not be less than 66% of the total allocable area. 13 Satellites - Establishment and operation 13.1 Satellites - Establishment and operation, subject to the sectoral guidelines of Department of Space / ISRO 74% Government 14 Private Security Agencies 49 % Government 15 Telecom ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... uisite licenses/registration/permits, as specified under the relevant Acts/Regulations/Rules/Orders of the State Government/Government Body / Government Authority/Local Self-Government Body under thatState Government should be obtained. (b) Except in case of sales to Government, sales made by the wholesaler would be considered as cash carry wholesale trading/wholesale trading with valid business customers, only when WT are made to the following entities: (I) Entities holding sales tax / VAT registration /service tax /excise duty registration; or (II) Entities holding trade licenses i.e. a license/registration certificate/membership certificate/registration under Shops and Establishment Act, issued by a Government Authority/ Government Body/Local Self-Government Authority, reflecting that the entity/person holding the license/ registration certificate/ membership certificate, as the case may be, is itself/ himself/herself engaged in a business involving commercial activity; or (III) Entities holding permits/license etc. for undertaking retail trade (like tehbazari and similar license for hawkers) from Government Authorities ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... products should be sold under the same brand in one or more countries other than India. (c) Single Brand product-retail trading would cover only products which are branded during manufacturing. (d) A non-resident entity or entities, whether owner of the brand or otherwise, shall be permitted to undertake single brand product retail trading in the country, for the specific brand, directly or through a legally tenable agreement, with the brand owner for undertaking single brand product retail trading. The onus for ensuring compliance with this condition will rest with the Indian entity carrying out single-brand product retail trading in India. The investing entity shall provide evidence to this effect at the time of seeking approval, including a copy of the licensing/franchise/sub-licence agreement, specifically indicating compliance with the above condition. The requisite evidence should be filed with the RBI for the automatic route and SIA/FIPB for cases involving approval. (e) In respect of proposals involving FDI beyond 51%, sourcing of 30% of the value of goods purchased, will be done from India, preferably from MSMEs, village and cottag ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... (iii) At least 50% of total FDI brought in the first tranche of US $ 100 million, shall be invested in 'backend infrastructure' within three years, where 'back-end infrastructure' will include capital expenditure on all activities, excluding that on front-end units; for instance, back-end infrastructure will include investment made towards processing, manufacturing, distribution, design improvement, quality control, packaging, logistics, storage, ware-house, agriculture market produce infrastructure etc. Expenditure on land cost and rentals, if any, will not be counted for purposes of back-end infrastructure. Subsequent investment in the back-end infrastructure would be made by the MBRT retailer as needed, depending upon its business requirements. (iv) At least 30% of the value of procurement of manufactured/ processed products purchased shall be sourced from Indian micro, small and medium industries, which have a total investment in plant machinery not exceeding US $2.00 million. This valuation refers to the value at the time of installation, without providing for depreciation. The small industry status would be reckoned only at the t ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ts under this policy, would convey their concurrence to the Government of India through the Department of Industrial Policy Promotion and additions would be made accordingly. The establishment of the retail sales outlets will be in compliance of applicable State/Union Territory laws/ regulations, such as the Shops and Establishments Act etc. (ix) Retail trading, in any form, by means of e-commerce, would not be permissible, for companies with FDI, engaged in the activity of multi brand retail trading. (x) Applications would be processed in the Department of Industrial Policy Promotion, to determine whether the proposed investment satisfies the notified guidelines, before being considered by the FIPB for Government approval. FINANCIAL SERVICES Foreign investment in other financial services , other than those indicated below, would require prior approval of the Government: F.1 53 Asset Reconstruction Companies F.1.1 Asset Reconstruction Company (ARC) means a company registe ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... the paid up capital of the Bank. At all times, at least 26 per cent of the paid up capital will have to be held by residents, except in regard to a wholly owned subsidiary of a foreign bank. (3) The stipulations as above will be applicable to all investments in existing private sector banks also. (4) The permissible limits under portfolio investment schemes through stock exchanges for FIIs/FPIs and NRIs will be as follows: (i) In the case of FIIs/FPIs, as hitherto, individual FII/FPI holding is restricted to below 10 per cent of the total paid-up capital, aggregate limit for all FIIs/FPIs/QFIs cannot exceed 24 per cent of the total paid-up capital, which can be raised to 49 per cent of the total paid-up capital by the bank concerned through a resolution by its Board of Directors followed by aspecial resolution to that effect by its General Body. (a) Thus, the FII/FPI/QFI investment limit will continue to be within 49 per cent of the total paid-up capital. (b) In the case of NRIs, as hitherto, individual holding is restricted to 5 per cent of the total paid-up capital both on repatriation and non- repatriation bas ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... e sector bank provided at least 26 per cent of the paid capital of the private sector bank is held by residents at all times consistent with para (i) (b) above. (e) A subsidiary of a foreign bank will be subject to the licensing requirements and conditions broadly consistent with those for new private sector banks. (f) Guidelines for setting up a wholly-owned subsidiary of a foreign bank will be issued separately by RBI (g) All applications by a foreign bank for setting up a subsidiary or for conversion of their existing branches to subsidiary in India will have to be made to the RBI. (iii) At present there is a limit of ten per cent on voting rights in respect of banking companies, and this should be noted by potential investor. Any change in the ceiling can be brought about only after final policy decisions and appropriate Parliamentary approvals. F.3 Banking- Public Sector F.3.1 Banking- Public Sector subject to Banking Companies (Acquisition Transfer of Undertakings) Acts 1970/80. This ceiling (20%) is also ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... econdary market only and (ii) No non-resident investor / entity, including persons acting in concert, will hold more than 5% of the equity in these companies. (iii) Foreign investment in commodity exchanges will be subject to the guidelines of the Central Government / Forward Markets Commission (FMC). F.5 Credit Information Companies (CIC) F.5.1 Credit Information Companies 74% (FDI + FII/RFPI) Automatic 59 F.5.2 Other Conditions: (1) Foreign investment in Credit Information Companies is subject to the Credit Information Companies (Regulation) Act, 2005. (2) Foreign investment is permitted subject to regulatory clearance from RBI. 60 (3) Investment by a registered FII/RFPI under the Portfolio Investment Scheme would be permitted up to 24% only in the CICs listed at the Stock Exchanges, within the overall limit of 74% for foreign investment. (4) Such FII/FPI investment would be permitted subject to the conditions that: ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... dertaking insurance activities. d) An Indian insurance company shall ensure that its ownership and control remains at all times in the hands of resident Indian entities referred to in Notification No. G.S.R 115 (E), dated 19th February, 2015. e) Foreign portfolio investment in an Indian insurance company shall be governed by the provisions contained in sub-regulations (2), (2A), (3) and (8) of regulation 5 of Foreign Exchange Management (Transfer or issue of security by a person resident outside India) Regulations, 2000 and provisions of the Securities Exchange Board of India (Foreign Portfolio Investors) Regulations. f) Any increase of foreign investment of an Indian insurance company shall be in accordance with the pricing guidelines specified by Reserve Bank of India under the FEMA. g) The foreign equity investment cap of 49 percent shall apply on the same terms as above to Insurance Brokers, Third Party Administrators, Surveyors and Loss Assessors and Other Insurance Intermediaries appointed under the provisions of the Insurance Regulatory and Development Authority Act, 1999 (41 of 1999): h) Provided that whe ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... (ii) US $ 5 million for foreign capital more than 51% and up to 75% to be brought upfront (iii)US $ 50 million for foreign capital more than 75% out of which US$ 7.5 million to be brought upfront and the balance in 24 months. (iv) NBFCs (i) having foreign investment more than 75% and up to 100%, and (ii) with a minimum capitalisation of US$ 50 million, can set up step down subsidiaries for specific NBFC activities, without any restriction on the number of operating subsidiaries and without bringing in additional capital. The minimum capitalization condition as mandated by para 3.10.4.1 of DIPP Circular 1 of 2012 dated April 10, 2012, on Consolidated FDI Policy, therefore, shall not apply to downstream subsidiaries. (v) Joint Venture operating NBFCs that have 75% or less than 75% foreign investment can also set up subsidiaries for undertaking other NBFC activities, subject to the subsidiaries also complying with the applicable minimum capitalisation norm mentioned in (i), (ii) and (iii) above and (vi) below. (vi) Non- Fund based activities : US$ 0.5 million to be brought upfront for all permitted non-fund based ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... I. Non-compete clause would not be allowed except in special circumstances with the approval of the Foreign Investment Promotion Board. II. The prospective investor and the prospective investee are required to provide a certificate along with the FIPB application. III. Government may incorporate appropriate conditions for FDI in brownfield cases, at the time of granting approval. Note : i. FDI upto 100% under the automatic route is permitted for manufacturing of medical devices. The abovementioned conditions, will, therefore, not be applicable to greenfield as well as brownfield projects of this industry. ii. Medical device means :- a) Any instrument, apparatus, appliance, implant, material or other article, whether used alone or in combination, including the software intended by its manufacturer to be used specially for human beings or animals for one or more of the specific purposes of :- (aa) Diagnosis, prevention, monitoring, treatment or alleviation of any disease or disorder; (ab) diagnosis, monitoring, treatment, alleviation of, or assistance for, any injury ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... er of Shares /Convertible Debentures, by way of Sale, from a Person Resident in India to a Person Resident Outside India and from a Person Resident Outside India to a Person Resident in India 1.1 In order to address the concerns relating to pricing, documentation, payment/ receipt and remittance in respect of the shares/ convertible debentures of an Indian company, in all sectors, transferred by way of sale, the parties involved in the transaction shall comply with the guidelines set out below. 1.2 Parties involved in the transaction are (a) seller (resident/non-resident), (b) buyer (resident/non-resident), (c) duly authorized agent/s of the seller and/or buyer, (d) Authorised Dealer bank (AD) branch and (e) Indian company, for recording the transfer of ownership in its books. 2. Responsibilities / Obligations of the parties All the parties involved in the transaction would have the responsibility to ensure that the relevant regulations under FEMA are complied with and consequent on transfer of shares, the relevant individual limit/sectoral caps/foreign equity participation ceilings as fixed by Government are not breached. Settlement of transactions will be subjec ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ia showing equity participation of residents and non-residents category-wise (i.e. NRIs/OCBs/foreign nationals/incorporated non-resident entities/FII/RFPIs) and its percentage of paid up capital obtained by the seller/buyer or their duly appointed agent from the company, where the sectoral cap/limits have been prescribed. iv. Certificate indicating fair value of shares from a Chartered Accountant. v. Copy of Broker s note if sale is made on Stock Exchange vi. Undertaking from the buyer to the effect that he is eligible to acquire shares/ convertible debentures under FDI policy and the existing sectoral limits and Pricing Guidelines have been complied with. vii. Undertaking from the FII/RFPI to the effect that the individual FII/RFPI ceiling as prescribed by SEBI has not been breached. 4.2 For sale of shares by a person resident outside India i. Consent Letter duly signed by the seller and buyer or their duly appointed agent indicating the details of transfer i.e. number of shares to be transferred, the name of the investee company whose shares are being transferred and the price at which shares are being transferred. ii. Where the Consent Letter has been si ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ntures to be held by the non-resident transferee shall not exceed 5 per cent of the paid up capital of the company. 67 viii. An undertaking from the resident transferor that the value of security to be transferred together with any security already transferred by the transferor, as gift, to any person residing outside India does not exceed the rupee equivalent of USD 50,000 during a financial year. Annex - 5 (PART I, Section I, para 8 (b) II (iii)) Definition of relative as given in Section 6 of Companies Act, 2013. A person shall be deemed to be a relative of another, if, and only if: (a) they are members of a Hindu undivided family ; or (b) they are husband and wife ; or (c) the one is related to the other in the manner indicated in Schedule IA (as under) 1. Father. 2. Mother (including step-mother). 3. Son (including stepson). 4. Son's wife. 5. Daughter (including step-daughter). 6. Father's father. 7. Father's mother. 8. Mother's mother. 9. Mother's father. 10. Son's son. 11. Son's son's wife. 12. Son's daughter. 13. Son's daughter's husband. 14. Daughter' ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... roval Route, give details (ref. no. of approval and date Automatic Route/Approval Route 6. Name of the AD through whom the remittance is received 7. Address of the AD A Copy of the FIRC evidencing the receipt of consideration for issue of shares/convertible debentures/ others as above is enclosed. (Authorised signatory of the investee company) (Stamp) (Authorised signatory of the AD) (Stamp) FOR USE OF THE RESERVE BANK ONLY: Unique Identification Number for the remittance received: Annex - 7 [PART I, Section V, para 1 (i) ] Know Your Customer (KYC) Form in respect of the non-resident investor Registered Name of the Remitter/Investor (Name, if the investor is an Individual) ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... Name of the Investee Company Address of the Registered Office of the Investee Company with City, District and State clearly mentioned Telephone Fax E-mail State Registration No. given by Registrar of Companies and Date of Incorporation Whether existing company or new company (strike off whichever is not applicable) Existing company/New company (Brownfield) (Greenfield) If existing company, give registration number allotted by RBI for FDI, if any Telephone Fax e-mail 2. Description of the main business activity NIC Code 68 Location of the project and NIC code for the district where the project is located a) Detailed address including Name, City, District ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... of royalty (including lump sum payments) 07 Conversion against import of capital goods by units in SEZ 08 ESOPs 09 Share Swap 10 Others (please specify) Total (b) Type of security issued No Nature of Security Number Maturity Face value Premium Issue Price per share ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... We are a listed company and the market value of a share as on date of the issue is* We are an un-listed company and the fair value of a share is* ** before issue of shares *(Please indicate as applicable 5. Post issue pattern of shareholding Equity Compulsorily convertible Preference Shares/Debentures Investor category No. of shares Amount face % No. of shares Amount (Face Value Rs.) % a) Non-Resident ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... 11 NRIs/PIO 12 Others (please specify) Sub Total b) Resident Total ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... MA 20/2000-RB dated May 3, 2000. (ii) A certificate from SEBI registered Merchant Banker/Chartered Accountant indicating the manner of arriving at the price of the shares issued to the persons resident outside India. 6. Unique Identification Numbers given for all the remittances received as consideration for issue of shares/ convertible debentures/others (details as above), by Reserve Bank. R R (Signature of the Applicant)* :___________________________________________ (Name in Block Letters) :___________________________________________ (Designation of the signatory) :_______________________________________ ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... r duly appointed agent and in the latter case the Power of Attorney Document. ii. The shareholding pattern of the investee company after the acquisition of shares by a person resident outside India. iii. Certificate indicating fair value of shares from a Chartered Accountant. iv. Copy of Broker's note if sale is made on Stock Exchange. v. Declaration from the buyer to the effect that he is eligible to acquire shares/compulsorily and mandatorily convertible preference shares/debentures/others under FDI policy and the existing sectoral limits and Pricing Guidelines have been complied with. vi. Declaration from the FII/sub account to the effect that the individual FII/Sub account ceiling as prescribed has not been breached. Additional documents in respect of sale of shares/compulsorily and mandatorily convertible preference shares/debentures/others by a person resident outside India vii. If the sellers are NRIs/OCBs, the copies of RBI approvals, if applicable, evidencing the shares held by them on repatriation/non-repatriation basis. viii. No Objection/Tax Clearance Certificate ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... st/rights in oil fields, etc.) to be transferred Date of the transaction Number of shares CMCPS/debentures/others Face Value in Rs. Negotiated Price for the transfer**in Rs. Amount of the consideration in Rs. 8. Foreign Investments in the company Before the transfer After the transfer No. of shares Percentage 9. Where the shares/CMCPS/ debentures/others are listed on Stock Exchange Name of the Stock exchange Price Quoted on the Stock exchange ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... espect of the non-resident investor Registered Name of the Remitte/Investor (Name, if the investor is an Individual) Registration Number (Unique Identification Number* in case remitter is an Individual Registered Address (Permanent Address if remitter Individual) Name of the Remitter s Bank Remitter s Bank Account No. Period of banking relationship with the remitter *Passport No., Social Security No, or any Unique No. certifying the bonafides of the remitter as prevalent in the remitter s country. We confirm that all the information furnished above is true and accurate as provided by the overseas remitting bank of the non-resident investor. (Signature of the Authorised Official of the AD bank receiving the remittance) Date: Place: Stamp Annex - 10 [PART I, Section V, para 5 ] Form DRR [Refer to paragraph III of Schedule 10] Return to be filed by the Domestic Custodi ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... Limited Liability Partnerships (LLPs) receiving amount of consideration for capital contribution and acquisition of profit shares under the Scheme (To be filed by the LLP through its Authorised Dealer Category - I bank, with the Regional Office of the Reserve Bank under whose jurisdiction the Registered Office of the Limited Liability Partnership making the declaration is situated, not later than 30 days from the date of receipt of the amount of consideration) Permanent Account Number (PAN) of the investee LLP given by the IT Department No. Particular (In Block Letters) 1. Name of the Limited Liability Partnership ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... (Authorised signatory of the investee LLP) (Stamp) (Authorised signatory of the AD bank) (Stamp) FOR USE OF THE RESERVE BANK ONLY: Unique Identification Number for the remittance received: DECLARATION TO BE FILED BY THE AUTHORISED REPRESENTATIVE OF THE LIMITED LIABILITY PARTNERSHIP: (Delete whichever is not applicable and authenticate) We hereby declare that: 1. We comply with the procedure for capital contribution and profit shares as laid down under the Notification No. FEMA 20/2000-RB dated 3rd May 2000, as amended from time to time. 2. Capital contribution/profit shares have been issued to the non-resident investor in terms of FIPB approval No.___________________ dated____________________ 3. We enclose the following documents in compliance with to Notification No. FEMA 20/2000-RB dated 3rd May 2000: (i ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ng: 1. All the requirements of the Limited Liability Partnership Act, 2008 have been complied with. 2. Terms and conditions of the Government approval, if any, have been complied with. 3. The LLP is eligible to issue capital contribution/profit shares under these Regulations. 4. The LLP has all original certificates issued by AD Category - I banks in India, evidencing receipt of amount of consideration in accordance with provisions of Notification No. FEMA 20/2000-RB dated May 3, 2000. (Name Signature of the Designated Partner/Authorised Signatory of the LLP) (Seal) FOR USE OF THE RESERVE BANK ONLY: Registration Number for the FOREIGN DIRECT INVESTMENT-LLP: R Unique Identification Number allotted to the Company at the time of reporting receipt of remittance. R ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... 2. Nature of transaction Transfer from resident to non resident/Transfer from non resident to resident 3. Name of the buyer Constitution/Nature of the investing Entity Specify whether 1. Individual 2. LLP 3. Company 4. Foreign Trust 5. Private Equity Fund 6. Pension/ Provident Fund 7. Sovereign Wealth Fund (SWF ) 8. Partnership/Proprietorship firm 9. Financial Institution 10. NRIs / PIOs 11. Others Date and Place of Incorporation Address of the buyer (including e-mail, telephone number, Fax no.) 5. Name of the seller Constitution/Nature of the disinvesting partner Specify whether 1. Individual 2. LLP 3. Company 4. Foreign Trust 5. Private Equity Fund 6. Pension/Provident Fund 7. Sovereign ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... pricing guidelines have been adhered to. Signature of the Declarant or his duly authorised agent Date: Note: In respect of the transfer of capital contribution /profit shares of a Limited Liability Partnership from resident to non- resident the declaration has to be signed by the non- resident buyer, and in respect of the transfer of capital contribution /profit shares of a Limited Liability Partnership from non-resident to resident the declaration has to be signed by the non-resident seller. Certificate by the AD Bank Branch It is certified that the application is complete in all respects. The receipt /payment for the transaction are in accordance with FEMA Regulations / Reserve Bank guidelines. Signature Name and Designation of the Officer Date : Name of the AD Bank Branch AD Bank Branch Code Annex - 13 Appendix List of Important Circulars/Notifications which have been consolidated in the Master Circular on Foreign Investments in India and investments in proprietory/pa ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... 006-RB June 9, 2006 26. No. FEMA.153/2006-RB May 31, 2007 27. No. FEMA.167/2007-RB October 23, 2007 28. No. FEMA.170/2007-RB November 13, 2007 29. No. FEMA.179/2008-RB August 22, 2008 30. No. FEMA.202/2009-RB November 10,2009 31. No. FEMA.205/2010-RB April 7, 2010 32. No. FEMA.224/2012-RB March 07, 2012 33. No. FEMA.229/2012-RB April 23, 2012 34. No. FEMA.230/2012-RB May 29, 2012 35. No. FEMA.242/2012-RB October 19, 2012 36. No. FEMA.255/2013-RB January 19, 2013 37. No. FEMA.266/2013-RB March 05, 2013 38. ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... 8. A.P.DIR(Series) Circular No.45 November 12, 2002 9. A.P.DIR(Series) Circular No.52 November 23, 2002 10. A.P.DIR(Series) Circular No.68 January 13, 2003 11. A.P.DIR(Series) Circular No.69 January 13, 2003 12. A.P.DIR(Series) Circular No.75 February 3, 2003 13. A.P.DIR(Series) Circular No.88 March 27, 2003 14. A.P.DIR(Series) Circular No.101 May 5, 2003 15. A.P.DIR(Series) Circular No.10 August 20, 2003 16. A.P.DIR(Series) Circular No.13 September 1, 2003 17. A.P.DIR(Series) Circular No.14 September 16, 2003 18. A.P.DIR(Series) Circular No.28 October 17, 2003 19. A.P.DIR(Ser ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... 42. A.P.(DIR Series) Circular No. 12 November 16, 2006 43. A.P.(DIR Series) Circular No. 25 December 22, 2006 44. A.P.(DIR Series) Circular No. 32 February 8, 2007 45. A.P.(DIR Series) Circular No. 40 April 20, 2007 46. A.P.(DIR Series) Circular No. 62 May 24, 2007 47. A.P.(DIR Series) Circular No. 65 May 31, 2007 48. A.P.(DIR Series) Circular No. 73 June 8, 2007 49. A.P.(DIR Series) Circular No. 74 June 8, 2007 50. A.P(DIR Series) Circular No. 2 July 19, 2007 51. A.P(DIR Series) Circular No. 20 December 14, 2007 52. A.P(DIR Series) Circular No. 22 December 19, 2007 53. A.P.(DIR Series) Circular ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... 76. A.P. (DIR Series) Circular No. 56 December 9, 2011 77. A.P. (DIR Series) Circular No. 66 January 13, 2012 78. A.P. (DIR Series) Circular No. 67 January 13, 2012 79. A.P. (DIR Series) Circular No. 89 March 1, 2012 80. A.P. (DIR Series) Circular No. 93 March 19, 2012 81. A.P. (DIR Series) Circular No. 94 March 19, 2012 82. A.P. (DIR Series) Circular No.120 May 8, 2012 83. A.P. (DIR Series) Circular No.121 May 8, 2012 84. A.P. (DIR Series) Circular No. 127 May 15, 2012 85. A.P. (DIR Series) Circular No. 133 June 20, 2012 86. A.P. (DIR Series) Circular No. 135 June 25, 2012 87. A.P. (DIR Ser ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... November 08, 2013 110. A.P.(DIR Series) Circular No. 72 November 11, 2013 111. A.P.(DIR Series) Circular No. 74 November 11, 2013 112. A.P.(DIR Series) Circular No. 84 January 6, 2014 113. A.P.(DIR Series) Circular No. 86 January 9, 2014 114. A.P. (Dir Series) Circular No. 94 January 16,2014 115. A.P.(Dir Series) Circular No. 99 January 29, 2014 116. A.P.(DIR Series) Circular No. 102 February 11, 2014 117. A.P.(DIR Series) Circular No.104 February 14, 2014 118. A.P.(DIR Series) Circular No. 107 February 20, 2014 119. A.P.(DIR Series) Circular No. 112 March 25, 2014 120. A.P.(DIR Series) Circular No. 118 ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... eries) Circular Nos. 73 74 dated 2 person resident in India means-[As per FEMA Sec 2( v)] (i) a person residing in India for more than one hundred and eighty-two days during the course of the preceding financial year but does not include- (A) a person who has gone out of India or who stays outside India, in either case- (a) for or on taking up employment outside India, or (b) for carrying on outside India a business or vocation outside India, or (c) for any other purpose, in such circumstances as would indicate his intention to stay outside India for an uncertain period; (B) a person who has come to or stays in India, in either case, otherwise than- (a) for or on taking up employment in India, or (b) for carrying on in India a business or vocation in India, or (c) for any other purpose, in such circumstances as would indicate his intention to stay in India for an uncertain period; (ii) any person or body corporate registered or incorporated in India, (iii) an office, branch or agency in India owned or controlled by a person resident outside India, (iv) an office, branch or agency outside India owned or controlled by a person resident in In ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ' means a person resident outside India who is a citizen of India or is a person of Indian origin; 34 'Person of Indian Origin' means a citizen of any country other than Bangladesh or Pakistan or Sri Lanka, if a) he at any time held Indian passport; or b) he or either of his parents or any of his grand - parents was a citizen of India by virtue of the Constitution of India or the Citizenship Act, 1955 (57 of 1955); or c) the person is a spouse of an Indian citizen or a person referred to in sub-clause (a) or (b); 35 Addressed to the Principal Chief General Manager , Reserve Bank of India, Foreign Exchange Department, Foreign Investment Division, Central Office, Mumbai 36 Addressed to the Principal Chief General Manager , Reserve Bank of India, Foreign Exchange Department, Foreign Investment Division, Central Office, Mumbai 37 Notification No.FEMA.312/2014-RB dated July 2, 2014 38 Notification No.FEMA.312/2014-RB dated July 2, 2014 39 The condition of compulsory divestment of 26% in favour of Indian partner/public within period of 5 years - deleted w.e.f 22.8.2013 40 PN 6 of 2013 41 Notification No.FEMA. 319 /2014-RB dtd Sep 5, 2014 42 ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... tment vehicle which is funded by foreign exchange assets, and which manages those assets separately from the official reserves of the monetary authorities. ## The initial investment/s was/were made by FVCI under FDI scheme in terms of Schedule I to Notification No.FEMA.20/2000-RB dated May 3, 2000 SWF means a Government investment vehicle which is funded by foreign exchange assets, and which manages those assets separately from the official reserves of the monetary authorities. 72 In terms of AP (DIR Series) Circular No 5 dated July 17, 2014, NIC 2008 codes may be reported 73 SWF means a Government investment vehicle which is funded by foreign exchange assets, and which manages those assets separately from the official reserves of the monetary authorities. SWF means a Government investment vehicle which is funded by foreign exchange assets, and which manages those assets separately from the official reserves of the monetary authorities. SWF means a Government investment vehicle which is funded by foreign exchange assets, and which manages those assets separately from the official reserves of the monetary authorities. - Circular - Trade Notice - Public No ..... X X X X Extracts X X X X X X X X Extracts X X X X
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