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FOREIGN EXCHANGE MANAGEMENT (TRANSFER OR ISSUE OF SECURITY BY A PERSON
RESIDENT OUTSIDE INDIA) REGULATIONS, 2000
Notification
No. 20 dated 3rd May 2000
G.S.R.
406 (E), Dated 3.5.2000 (As amended by FEMA Notification No. 32 dated 26th
December 2000, 41 dated 2nd March 2001, 45 dated 20th
September 2001, 46 dated 29th November 2001)- In exercise
of the powers conferred by clause (b) of sub-section (3) of section 6 and
section 47 of the Foreign Exchange Management Act, 1999 (42 of 1999), the
Reserve Bank makes the following regulations to prohibit, restrict or regulate,
transfer or issue security by a person resident outside India, namely:
(1)
These Regulations may be called the Foreign Exchange Management (Transfer
or issue of Security by a Person Resident outside India) Regulations, 2000.
(2)
They shall come into effect on the 1st day of June 2000.
In
these Regulations, unless the context requires otherwise, -
(i)
�Act� means the Foreign Exchange Management Act, 1999 (42 of 1999);
(ii)
�Capital� means equity shares, preferences shares, convertible
preference shares, and convertible debentures;
(iii)
�registered Foreign Institutional Investor (FII)� means the foreign
institutional investor registered with SEBI;
(iiia)
�Foreign Venture Capital Investor� means an investor incorporated and
established outside India which proposes to make investment in Venture Capital
Fund(s) or Venture Capital Undertaking(s) in India and is registered with SEBI
under SEBI (Foreign Venture Capital Investors) Regulations, 2000;
(iv)
�Government approval� means approval from the Secretariat of
Industrial Assistance (SIA), Department of Industrial Policy and Promotion,
Government of India or as the case may be, Foreign Investment Promotion Board (FIPB)
of the Government of India;
(v)
�Indian company� means a company incorporated in India;
(va)
�Indian Venture Capital Undertaking� means a company incorporated in
India whose shares are not listed on a recognized stock exchange in India and
which is not engaged in an activity under the negative list specified by SEBI;
(vi)
�Investment on repatriation basis� means an investment the sale
proceeds of which are, net of taxes, eligible to be repatriated out of India,
and the expression �Investment on non-repatriation basis�, shall be
construed accordingly;
(vii)
Joint Venture (JV) and Wholly Owned Subsidiary shall have the meaning
respectively assigned to them in the Foreign Exchange
Management (Transfer and Issue of Foreign Security) Regulations, 2000;
(viii)
�Non-resident Indian (NRI)� �Overseas Corporate Body (OCB)�,
shall have the meanings respectively assigned to them in the
Foreign Exchange Management (Deposit) Regulations, 2000;
(ix)
�SEBI� means the Securities and Exchange Board of India established
under the Securities and Exchange Board of India Act, 1992 (15 of 1992),
(x)
�Secretariat for Industrial Assistance� means Secretariat for
Industrial Assistance in the Department of Industrial Policy and Promotion,
Ministry of Commerce and Industry, Govt of India;
(xi)
�Transferable Development Rights (TDR)� shall have the same meaning
as assigned to it in the Regulations made under sub-section
(2) of section 6 of the Act;
(xia)
�Venture Capital Fund� means a fund established in the form of a
trust, a company including a body corporate and registered under the Securities
and Exchange Board of India (Venture Capital Fund) Regulations, 1996 which has a
dedicated pool of capital raised in a manner specified under the said
Regulations and which invests in Venture Capital Undertakings in accordance with
the said Regulations;
(xii)
The words and expressions used but not defined in these Regulations shall
have the same meaning respectively assigned to them in the Act.
Save
as otherwise provided in the Act, or rules or regulations made thereunder, no
person resident outside India shall issue or transfer any security: -
Provided
that a security issued prior to, and held on, the date of commencement of these
Regulations, shall be deemed to have been issued under these Regulations and
shall accordingly be governed by these Regulations:
Provided
further that the Reserve Bank may, on an application made to it and for
sufficient reasons, permit a person resident outside India to issue or transfer
any security, subject to such conditions as may be considered necessary.
Save
as otherwise provided in the Act or Rules or Regulations made thereunder, an
Indian entity shall not issue any security to a person resident outside India or
shall not record in its books any transfer of security from or to such person: -
Provided
that the Reserve Bank may, on an application made to it and for sufficient
reasons, permit an entity to issue any security to a person resident outside
India or to record in its books transfer of security from or to such person,
subject to such conditions as may be considered necessary.
(1) A person resident outside India (other than a
citizen of Bangladesh or Pakistan or Sri Lanka) or an entity outside India,
whether incorporated or not (other than an entity in Bangladesh or Pakistan),
may purchase shares or convertible debentures of an Indian company under Foreign
Direct Investment Scheme, subject to the terms and conditions specified in Schedule
1.
(2) A registered Foreign Institutional Investor (FII)
may purchase shares or convertible debentures of an Indian company under the
Portfolio Investment Scheme, subject to the terms and conditions specified in Schedule
2.
(3)
(i)
A Non-resident Indian (NRI) may purchase shares or convertible debentures
of an Indian Company on a Stock Exchange under Portfolio Investment Scheme,
subject to the terms and conditions specified in Schedule
3, provided that the NRI shall not purchase shares or convertible debentures
of an Indian Company which is engaged in Print Media sector.
(ii)
A non-resident Indian or an Overseas Corporate Body may purchase shares
or convertible debentures of an Indian company on non-repatriation basis other
than under Portfolio Investment Scheme subject to the terms and conditions
specified in Schedule 4, provided that the NRI
or OCB shall not purchase shares or convertible debentures of an Indian Company
which is engaged in Print Media sector.
(4)
A non-resident Indian or an overseas corporate body or a registered FII
may purchase securities, other than shares or convertible debentures of an
Indian company, subject to the terms and conditions specified in Schedule
5.
(5) A Foreign Venture Capital Investor registered with
SEBI may make investment in a Venture Capital Fund or an Indian Venture Capital
Undertaking, in the manner and subject to the terms and conditions specified in Schedule
6.
(1)
A person resident outside India may purchase equity or preference shares
or convertible debentures offered on right basis by an Indian company, which
satisfies the conditions specified in sub-regulation (2).
(2)
An Indian Company which satisfies the following conditions, may offer to
a person resident outside India, equity or preference shares or convertible
debentures on right basis, namely: -
(i)
The offer on right basis does not result in increase in the percentage of
foreign equity already approved, or permissible under the Foreign Direct
Investment Scheme in terms of the these Regulations;
(ii)
The existing shares or debentures against which shares or debentures are
issued by the company on right basis were acquired and are held by the person
resident outside India in accordance with these Regulations;
(iii)
The offer on right basis to the persons resident outside India is at a
price, which is not lower than that at which the offer is made to resident
shareholders;
(3)
The right shares or debentures purchased by the person resident outside
India shall be subject to came conditions including restrictions in regard to
repatriability as are applicable to the original shares against which right
shares or debentures are issued: -
Provided
that the amount of consideration for purchase of right shares or debentures is
paid by way of inward remittance in foreign exchange through normal banking
channels or by debit to NRE/FCNR account, when the shares or debentures are
issued on repatriation basis: -
Provided
further that in respect of the shares or debentures issued on non-repatriation
basis, the amount of consideration may also be paid by debit to NRO/ NRSR/ NRNR
account.
(1)
Where a Scheme of merger or amalgamation of two or more Indian companies
or a reconstruction by way of de-merger or otherwise of an Indian company, has
been approved by a court in India, the transferee company or, as the case may
be, the new company may issue shares to the shareholders of the transferor
company resident outside India, subject to the following conditions, namely:
(a)
the percentage of shareholding of persons resident outside India in the
transferee or new company does not exceed the percentage specified in the
approval granted by the Central Government or the Reserve Bank or specified in
these Regulations:-
Provided
that where the percentage is likely to exceed the percentage specified in the
approval or the Regulations, the transferor company or the transferee or the new
company may, after obtaining an approval from the Central Government, apply to
the Reserve Bank for its approval under these Regulations;
(b)
the transferor company or the transferee or new company shall not engage
in agriculture, plantation or real estate business or trading in TDRs; and
(c)
the transferee or the new company files a report within 30 days with the
Reserve Bank giving full details of the shares held by persons resident outside
India in the transferor and the transferee or the new company, before and after
the merger/ amalgamation/ reconstruction, and also furnishes a confirmation that
all the terms and conditions stipulated in the scheme approved by the Court have
been complied with.
(1)
An Indian company may issue shares under the Employees� Stock Options
Scheme, by whatever name called, to its employees or employees of its joint
venture or wholly owned subsidiary abroad who are resident outside India,
directly or through a Trust:
Provided
that
(a)
the scheme has been drawn in terms of regulation issued under the
Securities and Exchange Board of India Act, 1992; and
(b)
face value of the shares to be allotted under the scheme to the
non-resident employees does not exceed 5% of the paid-up capital of the issuing
company.
(2)
The Trust and the issuing company shall ensure that value of shares held
by persons resident outside India under the scheme does not exceed the limit
specified in clause (b) of sub-regulations (1).
(3)
The issuing company shall furnish to the Reserve Bank, within thirty days
from the date of issue of shares under the scheme, a report giving the following
particulars / documents, -
(i)
names of person to whom shares are issued under the scheme and number of
shares issued to each of them;
(ii)
a certificate from the Company Secretary of the issuing company that the
value of shares issued under the scheme doer not exceed 5% of the paid up
capital of the issuing company and that the shares are issued in compliance with
the regulations issued by the SEBI in this behalf.
9.
Transfer of shares and convertible debentures of an Indian company by a
person resident outside India:
(1)
Subject to the provisions of sub-regulations (2), a person resident
outside India holding the shares or debentures of an Indian company in
accordance with the Regulations may transfer the shares or debentures so held by
him, in compliance with the conditions specified in the relevant Schedule of
these regulations.
(2)
(i) A person resident outside India,
not being a non-resident Indian or an overseas corporate body, may transfer by
way of sale, the shares or convertible debentures held by him to any person
resident outside India: -
Provided
that the person to whom the shares are being transferred has obtained prior
permission of Central Government to acquire the shares if he has previous
venture or tie up in India through investment is shares or debentures or a
technical collaboration or a trade mark agreement or investment by whatever name
called in the same field or allied field in which the Indian company whose
shares are being transferred is engaged.
(ii)
A non-resident Indian or an overseas corporate body may transfer by way
of sale, the shares or convertible debentures held by him or it to another
non-resident Indian or
an overseas corporate body only.
(iii)
A person resident outside India may transfer any security held by him, to
a person resident in India way of gift.
A.
Transfer by way of gift or sale by a person resident in India:
A
person resident in India who proposes to transfer to a person resident outside
India: -
(a)
any security, by way of gift, shall make an application to the Reserve
Bank furnishing the following information , namely:
(i)
Name and address of the transferor and the proposed transferee
(ii) Relationship
between the transferor and the proposed transferee
(iii) Reasons for making the gift;
(b)
any share/ convertible debenture of an Indian company, by way of sale ,
shall obtain the Government approval for the transfer and thereafter apply to
the Reserve Bank for its approval, which may be granted subject to such
conditions as are considered necessary by Reserve Bank , including the price at
which such sale may be made.
B.
Transfer by way of sale not covered by Regulation
9 by a person resident outside India:
(1)
Transfer by way of sale not covered by Regulation
9 by a person resident outside India of the shares/ convertible debentures
held by him to a person resident in India, shall require prior permission of the
Reserve Bank, for which application in Form TS 1 may be made to the Reserve
Bank.
(2)
While considering the grant of permission, the Reserve Bank shall take
into account the following factors, namely: -
(a)
where the shares of an Indian company are traded on stock exchange,
(i) the sale is at the prevailing market price on stock exchange
and is effected through a merchant banker registered with Securities and
Exchange Board of India or through a stock broker registered with the stock
exchange;
(ii) if the transfer is other than that referred to in clause (i) the
Reserve Bank will satisfy itself that the shares are proposed to be sold at a
price arrived at by taking the average quotations (average of daily high and
low) for one week preceding the date of application with 5 percent variation.
Where, however, the shares are being sold by the foreign collaborator or the
foreign promoter of the Indian company to the existing promoters in India with
the object of passing management control in favour of the resident promoters the
proposal for sale will be considered at a price which may be higher by upto a
ceiling of 25 percent over the price arrived at as above.
(b) where
the shares of an Indian company are not listed on stock exchange or are thinly
traded,
(i) if the consideration payable for the transfer does not exceed
Rs.20 lakh per seller per company, at a price mutually agreed to between the
seller and the buyer , based on any valuation methodology currently in vogue, on
submission of a certificate from the statutory auditors of the Indian Company
whose are proposed to be transferred, regarding the valuation of the shares, and
(ii) if the amount of consideration payable for the transfer exceeds Rs.20
lakhs per seller per company, at a price arrived at, the seller�s option, in
any of the following manner, namely:
(A)
a price based on Earning Per Share (EPS) linked to the Price Earning (P/E)
multiple, or a price based on the Net Asset Value (NAV) linked to book value
multiple, whichever is higher, or
(B)
the prevailing market price in small lots as may be laid down by the Reserve
Bank so that the entire shareholding is sold in not less then five trading days
through screen based trading system ,
(c)
where the share are not listed on any stock exchange, at a price which is
lower of the two independent valuations of share, one by statutory auditors of
the company and the other by a Chartered Accountant or by a Merchant Banker in
Category 1 registered with Securities and Exchange Board of India.
Explanation:
(i) A share is considered as thinly
traded if the annualised trading turnover in that share, on main stock
exchanges in India, during the six calendar months preceding the month in
which application is made, is less than 2 percent (by number of shares) of the
listed stock.
(ii)
For the purpose of arriving at Net Asset Value per share, the
miscellaneous expenses carried forward, accumulated losses, total outside
liabilities, revaluation reserves and capital reserves (except subsidy
received in cash) shall be reduced from value of the total assets and the net
figure so arrived at shall be divided by the number of equity shares issued
and paid up. Alternatively, intangible assets shall be reduced from the equity
capital and reserves (excluding revaluation reserves) and the figure so
arrived at shall be divided by the number of equity shares issued and paid up.
The NAV so calculated shall be used in conjunction with the average BV
multiple of Bombay Stock Exchange National Index during the calendar month
immediately preceding the month in which application is made and BV multiple
shall be discounted by 40 per cent.
(iii)
For computing the price based on Earning Per Share, the earning per
share as per the latest balance sheet of the company shall be used in
conjunction with the average Price Earning Multiple of Bombay Stock Exchange
National Index for the calendar month preceding the month in which application
is made and Price Earning shall be discounted by 40 per cent.
(1)
No remittance of sale proceeds of an Indian security held by a person
resident outside India shall be made otherwise than in accordance with these
Regulations and the conditions specified in the relevant Schedule.
(2)
An authorised dealer may allow the remittance of sale proceeds of a
security (net of applicable taxes)
to the seller of shares resident outside India:
Provided-
(a)
the security was held by the seller on repatriation basis;
(b)
either the security has been sold on a recognised stock exchange in India
through a stock broker at the ruling market price as determined on the floor of
the exchange, or the Reserve Bank�s approval has been obtained in other cases
for the sale of the security and remittance of the sale proceeds thereof; and
(c)
a no objection/ tax clearance certificate from the income-tax authority
has been produced.
SCHEDULE
I [See Regulation 5(1)]
FOREIGN
DIRECT INVESTMENT SCHEME
(1)
A person resident outside India referred to in sub-regulation
(1) of the Regulation 5 may purchase shares or convertible debentures issued
by an Indian company up to the extent and subject to the terms and conditions
set out in this schedule.
(2)
If the person purchasing the shares under this Scheme proposes to be
collaborator or proposes to acquire the entire shareholding of a new Indian
company, he should obtain a prior permission of Central Government if he has a
previous venture or tie-up in India through investment in shares or debentures
or a technical collaboration or a trade-mark agreement or investment by whatever
name called in the same field or allied field in which the Indian company
issuing the shares is engaged.
2.
Automatic Route of Reserve Bank for issue of shares by an Indian
company:
(1)
An Indian company which is not engaged in any activity, or in
manufacturing of item included in Annexure
�A� to this Schedule, may issue shares or convertible debentures to a
person resident outside India, referred to in paragraph 1 upto the extent
specified in Annexure B, subject to
compliance with the provisions of the Industrial Policy and Procedures as
notified by Secretariat for Industrial Assistance (SIA) in the Ministry of
Commerce and Industry, Govt .of India, from time to time;
Provided that
(i)
the activity of the issuer company does not require an industrial licence under
the provisions of the Industries (Development & Regulation) Act, 1951 or
under the locational policy notified by Government of India under the Industrial
Policy of 1991 as amended from time to time;
(ii)
the shares or convertible debentures are not being issued by the Indian company
with a view to acquiring existing shares of any Indian company.
Explanation:
A company which proposes to embark on expansion programme to undertake
activities or manufacture items included in Annexure
B to this schedule may issue shares or debentures out of fresh capital
proposed to be issued by it for the purpose of financing expansion programme,
upto the extent indicated in Annexure B,
subject to compliance with the provisions of this paragraph.
(2)
A trading company incorporated in India may issue shares or convertible
debentures to the extent of 51 per cent of its capital, to persons resident
outside India referred to paragraph 1, subject to the condition that remittance
of dividend to the shareholders outside India is made only after the company has
secured registration as an Export/ Trading/ Star Trading/ Super Trading House
from the Directorate General of Foreign Trade, Ministry of Commerce, Government
of India, New Delhi.
(3)
A company which is a small scale industrial unit and which is not engaged
in activity or in manufacture of items included in Annexure
A, may issue shares or convertible debentures to a person referred to in
paragraph 1, to the extent of 24% of its paid-up capital:
Provided
that such a company may issue shares in excess of 24% of its paid-up capital if
-
(a) it has given up its small scale
status;
(b) it is not engaged or does not
propose to engage in manufacture of items reserved for small scale sector; and
(c) it complies with the ceilings
specified in Annexure B.
(4)
Notwithstanding anything contained in clause (3) an Export Oriented Unit
or a Unit of Free Trade Zone or a Export Processing Zone or in a Software
Technology Park or in an Electronic Hardware Technology Park may issue shares or
convertible debentures to a person resident outside India referred to in
paragraph 1 in excess of 24 per cent provided it complies with the ceilings
specified in Annexure B.
A
company which is engaged or proposes to engage in any activity specified in Annexure
�A� or which proposes to issue shares to a person resident outside India
beyond the sectoral limits stipulated in Annexure
B or which is otherwise not eligible to issue shares to a person resident
outside India, may issue shares to a person resident outside India referred to
in paragraph 1, provided it has secured prior approval of Secretariat of
Industrial Assistance or as the case may be of the Foreign Investment Promotion
Board of the Government of India and the terms and conditions of such an
approval are complied with.
(1)
An Indian company may issue its Rupee denominated shares to a person
resident outside India being a depository for the purpose of issuing Global
Depository Receipts (GDRs) and/ or American Depository Receipts (ADRs):
Provided the Indian company issuing
such shares-
(a)
has an approval from the Ministry of Finance, Government of India to issue such
ADRs and/ or GDRs or is eligible to issue ADRs/ GDRs in terms of the relevant
scheme in force or notification issued by the Ministry of Finance, and
(b) is not otherwise ineligible to issue shares to persons resident
outside India in terms of these Regulations, and
(c)
the ADRs/ GDRs are issued in accordance with the Scheme for issue of Foreign
Currency Convertible Bonds and Ordinary Shares (Through Depository Receipt
Mechanism) Scheme, 1993 and guidelines issued by the Central Government
thereunder from time to time.
(2)
The Indian company issuing shares under sub-paragraph (1), shall furnish
to the Reserve Bank, full details of such issue in the form specified in Annexure
�C� within 30 days from the date of closing of the issue.
(3)
The Indian company issuing shares against ADRs/ GDRs shall furnish a
quarterly return in the form specified in Annexure
�D� to Reserve Bank within fifteen days of the close of the calendar
quarter.
(4)
Pending repatriation or utilisation of foreign exchange resources raised
in terms of clause (1) the Indian Company may invest the foreign currency funds
in-
(a)
deposits with or Certificate of Deposits or other instrument of banks who
have been rated not less than A1+by Standard and Poor or P1 by Moody�s for
short term obligations.
(b)
deposits with branch outside India of an authorised dealer in India, and
(c)
treasury bills and other monetary instruments with a maturity or
unexpired maturity of the instrument of one year or less.
A
registered broker in India may purchase shares of an Indian Company on behalf of
a person resident outside India, for the purpose of converting the shares so
purchased into ADRs/ GDRs: -
Provided
that:
(i)
the shares are purchased on a recognized stock exchange;
(ii)
the Indian company has issued ADRs/ GDRs;
(iii)
the shares are purchased with the permission of Custodian of the ADRs/
GDRs of the concerned Indian company and are deposited with the Custodian;
(iv)
the number of shares so purchased shall not exceed ADRs/ GDRs converted
into underlying shares and shall be subject to sectoral caps as applicable;
(v)
the non-resident investor, broker, Custodian and the overseas depository
comply with the provisions of the Scheme for Issue of Foreign Currency
Convertible Bonds and Ordinary Shares (Through Depository Receipt Mechanism)
Scheme, 1993 and guidelines issued thereunder by the Central Government from
time to time.
(i)
An Indian company may sponsor an issue of ADRs/ GDRs with an overseas
depository against shares held by its shareholders at a price to be determined
by the Lead Manager.
(ii)
The proceeds of the issue shall be repatriated to India within a period
of one month.
(iii)
The sponsoring company shall comply with the provisions of the Scheme for
Issue of Foreign Currency Convertible Bonds and Ordinary Shares (Through
Depository Receipt Mechanism) Scheme, 1993 and guidelines issued thereunder by
the Central Government from time to time;
(iv)
The sponsoring company shall furnish full details of such issue in a form
specified in Annexure C to the Foreign Investment Division, Exchange Control
Department, Reserve Bank of India, Central Office, Mumbai within 30 days from
the date of closure of the issue.
Price
of shares issued to persons resident outside India under this Schedule, shall
not be less than-
(a)
the price worked out in accordance with the SEBI guidelines, where the
issuing company is listed on any recognised stock exchange in India, and
(b)
fair valuation of shares done by a chartered accountant as per the
guidelines issued by the erstwhile Controller of Capital Issues, in all other
cases.
Where
a company is engaged in any of the industries in the consumer goods sector,
specified in Annexure E, or in any other
activity where the condition of dividend balancing has been stipulated in terms
of the provisions of Industrial Policy and Procedures notified by Secretariat of
Industrial Assistance, the cumulative outflow of foreign exchange on account of
payment of dividend over a period of seven years from the date of commencement
of commercial production to investors outside India shall not exceed cumulative
amount of export earning of the company during those years:
Provide that
(a)
the restriction under this paragraph shall not apply, -
(i)
in respect of shares held in such a company by International Finance Corporation
(IFC), the Deustche Entwicklungs Gescelschaft (DEG),
the Commonwealth Development Corporation (CDC) and Asian Development Bank
(ADB),
(ii) to a company that has completed a
period of seven years from the date of commencement of commercial production.
(b)
in case of an existing company that has issued fresh equity to persons resident outside India under these
Regulation, the restriction shall apply to the fresh shares from the date of
their issue.
The
rate of dividend on preference shares or convertible preference shares issued
under these Regulations shall not exceed 300 basis points over the Prime Lending
Rate of State Bank of India prevailing as on the date of the Board meeting of
the company in which issue of such shares is recommended.
A
company in India issuing shares or convertible debentures under this Schedule to
a person resident outside India shall receive the amount of consideration for
such shares-
(i)
by inward remittance through normal banking channels, or
(ii)
by debit to NRE/ FCNR account of the person concerned maintained with an
authorised dealer/ authorised bank.
An
Indian company issuing shares or convertible debentures in accordance with these
Regulations shall submit to Reserve Bank, -
(A)
not later than 30 days from the date of receipt of the amount of
consideration a report indicating:-
(i) Name and address of the foreign
investors
(ii) Date of receipt of funds and
their rupees equivalent
(iii) Name and address of the
authorised dealer through whom the funds have been received, and
(iv) Details of the Government
approval, if any;
(B)
not later than 30 days from the date of issue of shares, a report in Form
FC-GPR together with,
(i)
a certificate from the Company Secretary of the company accepting
investment from persons resident outside India certifying that: -
(a)
all the requirements of the Companies Act, 1956 have been complied with;
(b)
terms and conditions of the Government approval, in any, have been complied
with;
(c)
the company is eligible to issue shares under these Regulations; and
(d)
the company has all original certificates issued by authorised dealers in India
evidencing receipt of amount of consideration in accordance with paragraph 9;
(ii)
a certificate from Statutory Auditors or Chartered Accountant indicating
the manner of arriving at the price of the shares issued to the persons resident
outside India.
Reserve
Bank may, on an application made to it and on being satisfied that it is
necessary so to do, permit an Indian company issuing shares to persons resident
outside India under this Schedule, to retain the subscription amount in a
foreign currency account, subject to such terms and conditions as it may
stipulate.
List
of activities or items for which automatic route of Reserve Bank for Investment
from Persons Resident Outside India is not available
1.
Banking
2.
NBFC�s activities in Financial Services Sector
3.
Civil Aviation
4.
Petroleum including Exploration/ Refinery/ Marketing
5.
Housing & Real Estate Development sector for investment from persons
other than NRIs/ OCBs
6.
Venture Capital Funds & Venture Capital Company
7.
Investing Companies in Infrastructure & Service Sector
8.
Atomic Energy & related Projects
9.
Defence and Strategic industries
10.
Agriculture (including Plantation)
11.
Print Media
12.
Broadcasting
13.
Postal Services
Sectoral
cap on Investment by Persons Resident Outside India
|
S.No.
|
Sector
|
Investment
cap
|
Description
of Activity/ Items/ Conditions
|
|
1.
|
Telecommunications
|
49%
|
(i)
In Basic, Cellular Mobile, Paging and Value Added services, and Global
Mobile Personal Communications by Satellite subject to the licence from
Department of Telecommunication of Government of India.
|
|
100%
|
(ii)
In manufacturing activities
|
|
2.
|
Housing
and Real Estate
|
100%
|
Only
NRIs /OCBs are allowed to invest in the areas listed below:
(a)
Development of serviced plots and construction of residential premises
(b)
Investment in real estate covering construction of residential and
commercial premises including business centres and offices
(c)
Development of townships
(d)
City and regional level urban infrastructure facilities, including both
roads and bridges.
(e)
Investment in manufacture of building materials
(f)
Investment in participatory ventures in (a) to (e) above
(g)
Investment in housing finance institutions
|
|
3.
|
Coal
and Lignite
|
49%
|
(i)
in Public Sector Undertakings (PSUs) and
(ii)
in other than PSUs:
(a)
Where private Indian Companies are setting up or operating power projects
as well as coal or lignite mines for captive consumption;
(b)
For setting up coal processing plants provided the company shall not do
coal mining and shall not sell washed coal or sized coal from its coal
processing plants in the open market and shall supply the washed or sized
coal to those parties who are supplying raw coal to coal processing plants
for washing or sizing.
(c)
For exploration or mining of coal or lignite for captive consumption
|
|
4.
|
Drugs
& Pharmaceuticals
|
74%
|
For
bulk drugs, their intermediaries and Formulations (except those product by
the use of recombinant DNA technology)
|
|
5.
|
Hotel
& Tourism
|
51%
|
(i)
Hotels include restaurants, beach resorts, and other tourist complexes
providing accommodation and/ or catering and food facilities to tourists.
(ii)
Tourism related industry includes travel agencies, tour operating agencies
and tourist transport operating agencies, units provided facilities for
cultural, adventure and wild life experience to tourists, surface, air and
water transport facilities to tourists, leisure, entertainment amusement,
sports, and health units for tourists and Convention/ Seminar units and
organisations.
|
|
6.
|
Mining
|
74%
|
Exploration
and mining of diamonds and precious stones
|
|
100%
|
Exploration
and mining of gold and silver and mineral other diamonds and precious
stone, metallurgy and processing
|
|
7.
|
Advertising
|
74%
|
Advertising
sector
|
|
8.
|
Films
|
100%
|
Film
industry (i.e., film financing, production, distribution, exhibition,
marketing, and associated activities relating to film industry) subject to
the following:
(i)
Companies with an established track record in films, TV, music, finance,
and insurance.
(ii)
The company should have a minimum paid up capital of US$ 10 million if it
is the single largest equity shareholder and at least US$ 5 million in
other cases.
(iii)
Minimum level of foreign equity investment would be US$ 2.5 million for
the single largest equity shareholder and US$ 1 million in other cases.
(iv)
Debt equity ratio of not more than 1:1 i.e., domestic borrowings shall not
exceed equity.
(v)
Provisions of dividend balancing would apply.
|
|
9.
|
Any
other sector/ activity (other than those included in Annexure A)
|
100%
|
|
Return
to be filed by an Indian company who has arranged issue of GDR/ ADR
|
1.
Name of the Company
|
|
|
2.
Address of Registered office
|
|
|
3.
Address for Correspondence
|
|
|
4.
Existing Business
(Please
give the NIC Code of the Activity in which the company is predominantly
engaged)
|
|
|
5.
Details of the purpose for which GDRs/ ADRs have been raised.
(If
funds are deployed for overseas investment, details thereof)
|
|
|
6.
Name and address of the Depository abroad
|
|
|
7.
Name and Address of the lead/ manager Investment/ Merchant Banker
|
|
|
8.
Name and Address of the sub managers to the issue
|
|
|
9.
Name and Address of the Indian
Custodians
|
|
|
10.
Details of FIPB approval
(Please
quote relevant NIC Code if the GDRs are being issued under the Automatic
Route)
|
|
|
11.
Whether any overall sectoral cap for foreign investment is applicable, if
yes please give details.
|
|
|
12.
Details of the Equity Capital
|
Before Issue
|
After
issue
|
|
(a)
Authorised Capital
|
|
|
|
(b)
Issued and paid-up Capital
|
|
|
|
(i)
Held by persons resident in India
|
|
|
|
(ii)
Held by foreign Investors other than FIIs/ NRIs/ PIOs/ OCBs
(A
list of foreign investors holding more than10 per cent of the paid-up
capital and number of shares held by each of them should be furnished)
|
|
|
|
(iv)
Held by FIIs
|
|
|
|
Total
Equity held by non-residents
|
|
|
|
(c)
Percentage of equity held by non-residents to total paid up capital
|
|
|
|
13.
Whether issue was on private placement basis.
(If
yes, please give details of the investors and ADRs/ GDRs issued to each to
them)
|
|
|
14.
Number of GDRs/ ADRs issued
|
|
|
15.
Ratio of GDRs/ ADRs to underlying shares
|
|
|
16.
Issue Related Expenses
|
|
|
(a)
Fee paid/ payable to Merchant Bankers/ Lead Manager
|
|
|
(i)
Amount (in US $ etc.)
|
|
|
(ii)
Amount as percentage to the total issue
|
|
|
(b)
Other Expenses
|
|
|
17.
Whether funds are kept abroad, if
yes, name and address of the bank.
|
|
|
18.
Details of the listing arrangement
|
|
|
Name
of Stock Exchange
|
|
|
Date
of commencement of trading
|
|
Certified
that all the conditions laid down by Government of India and Reserve Bank of
India have been complied with.
(Signature
of Chartered Accountant)
(Signature of Authorised
Signatory of the Company)
Quarterly
return
|
1.
Name of Company
|
|
|
2.
Address
|
|
|
3.
GDR/ ADR issue launched on
|
|
|
4.
Total No. of GDRs/ ADRs issued
|
|
|
5.
Total amount raised
|
|
|
6.
Total interest earned till end of quarter
|
|
|
7.
Issue expenses and commission etc.
|
|
|
8.
Amount repatriated
|
|
|
9.
Balance kept abroad details
|
|
|
(i)
Banks Deposits
|
|
|
(ii)
Treasury Bills
|
|
|
(iii)
Others (Please Specify)
|
|
|
10.
No. of GDRs still outstanding
|
|
|
11.
Company�s share price at the end in the quarter
|
|
|
12.
GDR price quoted on overseas stock exchange as at the end of the quarter
|
|
Certified
that funds raised through ADRs/ GDRs have not been invested in stock market or
real estate.
(Signature
of Chartered Accountant)
(Signature of Authorised
Signatory of the Company)
List
of 22 industries in respect of which divided balancing in applicable
1.
Manufacture of food and food products
2.
Manufacture of dairy products
3.
Grain mill products
4.
Manufacture of bakery products
5.
Manufacture and refining of sugar (vacuum pan sugar factories)
6.
Production of common salt
7.
Manufacture of Hydrogenated oil (Vanaspati)
8.
Tea processing
9.
Coffee
10.
Manufacture of beverages, tobacco and tobacco products
11.
Distilling, rectifying and blending of spirits, wine industries, malt
liquors and malt, production of country liquors and toddy
12.
Soft drinks and carbonated water industry
13.
Manufacture of cigar,
cigarettes, cheroot and cigarette tobacco
14.
Manufacture of wood and wood
products, furniture and fixtures
15.
Manufacture of leather and fur/leather products
16.
Tanning, curing, finishing, embossing and japanning of leather
17.
Manufacture of footwear (excluding repair) except vulcanised for moulded
rubber or plastic footwear
18.
Manufacture of footwear made primarily of vulcanised or moulded products
19.
Prophylactics (rubber contraceptive)
20.
Motorcars
21.
Entertainment electronics (VCRs, Colour TVs, CD Players, Tape Recorders)
22.
White goods (Domestic Refrigerators, Domestic Dishwashing Machines,
Programmable Domestic Washing Machines, Microwave Ovens, Air conditioners).
FORM
FC-GPR
We
________________________________________________________________________ (Name
of the Indian Company) declare that, being eligible to issue shares to
non-residents under the automatic route of RBI, furnish the following
information in connection with shares issued.
|
1.
Name and address (Registered Office) of the Indian company issuing shares
to non-Residents
|
|
|
2.
Whether existing company or New company recently formed
|
|
|
3.
Activities of the company
|
NIC
Code
|
Description
|
|
|
|
|
|
|
|
4.
Particulars of shares issued
|
|
|
(a)
Name and country of the foreign investor
|
|
|
(b)
No. of shares issued (Furnish equity & preference separately)
|
|
|
No.
of shares
|
Face
value of shares
|
Total
face value
|
Issue
Price at par (Rs.) _____ premium of Rs. _______ per share
|
|
Equity
|
|
|
|
|
|
Preference
|
|
|
|
|
|
Total
inflow on account of issue of shares to non-residents (including Premium,
if any vide original FIRC form (Bank) _____________________ enclosed.
|
|
|
(c)
(i) We are listed company; market related price per share is Rs.
OR
|
|
|
(ii)
Other company; Fair value of share is
Rs.
|
|
|
5.
Capital structure of the company (after issue of shares as per item 4)
|
Equity
(Rupees)
|
Preference
(Rupees)
|
|
I.
Paid up capital
|
|
|
|
II.
(a) Non-resident Investment
|
|
|
|
(i) NRIs/ OCBs
|
|
|
|
(ii) Others
|
|
|
|
(b)
Resident Investment
|
|
|
|
Total
|
|
|
|
III.
Existing percentage of Non-resident investment in the paid up capital
|
NRIs/
OCBs (In%)
|
Others
(In %)
|
|
|
|
|
[II
(a) as percentage of I]
Total
|
%
|
|
|
|
|
|
|
|
|
Declaration:
We
hereby certify that-
1.
We have carefully followed the procedure for issue of shares under the
automatic route of RBI.
2.
The foreign entity (ies)(other than individuals) to whom we have issued
shares does/ do not have any previous joint venture or technical collaboration
or trade mark agreement in India in the same or allied field.
3.
We don�t require an Industrial Licence under the Industries
(Development and Regulation) Act, 1951 or in terms of locational policy notified
by the Government under the New Industrial Policy of 1991.
4.
We are an SSI unit and the investment limit of 24% has been observed OR
we are not an SSI unit. (Delete whichever is not applicable under signature)
5.
Our proposal is within the sectoral policy/ cap permissible under the
automatic route of RBI.
6.
Our proposal does not fall under sector(s) in which FDI is not permitted.
(Name
of the company /seal) ________________________________
Signature
__________________________________
Name ___________________________________
Designation
____________________________________
Date:
Place:
(*To
be signed by Senior Official/ responsible person in the Company)
PURCHASE/ SALE OF SHARES AND/ OR CONVERTIBLE
DEBENTURES OF AN INDIAN COMPANY BY A REGISTERED FOREIGN INSTITUTIONAL INVESTOR
UNDER PORTFOLIO INVESTMENT SCHEME
(1)
A registered Foreign Institutional Investor (FII) may, through the
Securities and Exchange Board of India, apply to the Reserve Bank for permission
to purchase the shares and convertible debentures of an Indian company under
Portfolio Investment Scheme. The permission may be granted by Reserve Bank
subject to such terms and conditions as may be considered necessary.
(2)
The registered FII permitted by the Reserve Bank under sub-paragraph (1),
shall purchase the shares/convertible debentures of an Indian company through
registered brokers on recognised stock exchanges in India.
(3)
The amount of consideration for purchase of shares/ debentures shall be
paid out of inward remittance from abroad through normal banking channels or out
of funds held in an account maintained with the designated branch of an
authorised dealer in India, in accordance with these Regulations.
(4)
The total holding by each FII/ SEBI approved sub-account of FII shall not
exceed 10% (ten per cent) of the total paid-up equity capital or 10%(ten
Percent) of the paid-up value of each series of convertible debentures issued by
an Indian company and the total holding of all FIIs / sub-accounts of FIIs put
together shall not exceed 24 per cent of paid up equity capital or paid up value
of each series of convertible debentures:
Provided
that the limit of 24% referred to in this paragraph may be increased up to
the sectoral cap/statutory ceiling, as applicable, by the Indian company
concerned by passing a resolution by its Board of Directors followed by passing
of a special resolution to that effect by its General Body.
Explanation:
For arriving at the ceiling on holding of FIIs, shares /convertible debentures
acquired both through primary as well as secondary market will be included.
However, the ceiling will not include investment made by FII through offshore
Funds, Global Depository receipts and Euro-Convertible Bonds.
(5)
A registered FII may also be permitted to purchase shares/convertible
debentures of an Indian company through private placement/ arrangement, subject
to the ceiling specified in sub-paragraph (4) of this paragraph.
The
Reserve Bank may, on application, permit a registered Foreign Institutional
Investor to open a Foreign Currency Account and/ or a Non-resident Rupee Account
with a designated branch of an authorised dealer for routing the receipt of and
payment for transactions relating to purchase and sale of shares/ convertible
debentures under this Scheme, subject to the following conditions: -
(i)
The account shall be funded by inward remittance through normal banking
channels or by credit of sale proceeds (net of taxes) of the shares convertible
debentures sold on stock exchange.
(ii)
The funds in the account shall be utilised for purchase of shares
/convertible debentures in accordance with the provisions of paragraph 1 of this
Scheme or for remittance outside India.
(iii)
The funds from Foreign Currency Account of the registered FII may be
transferred to Non-Resident Rupee Account of the same FII and vice versa.
The
designated branch of an authorised dealer may allow remittance of net sale
proceeds (after payment of taxes) or credit the net amount of sale proceeds of
shares/ convertible debentures to the foreign currency account or a Non-resident
Rupee Account of the registered Foreign Institutional Investor concerned.
(1)
Reserve Bank may, subject to such terms and conditions as it may consider
necessary permit a domestic assets management company or portfolio manager who
is registered with SEBI as foreign institutional investor for managing the funds
of a sub-account, to make investment under the Scheme on behalf of: -
(i) a person resident outside India
who is a citizen of a foreign State, or
(ii) a body corporate registered outside
India:
Provided
such investment is made out of funds raised or collected or brought from outside
India through normal banking channel.
(2)
The application to Reserve Bank for permission under sub-paragraph (1)
may be made through SEBI.
(3)
Investments permitted to be made under sub-paragraph (1) shall not exceed
5% (five percent) of the total paid-up equity capital or 5% (five percent) of
the paid-up value of each series of convertible debentures issued by an Indian
Company, and shall also not exceed the over-all ceiling specified in
sub-paragraph (4) of paragraph 1 of this Schedule.
PURCHASE/ SALE OF SHARES AND/ OR CONVRTIBLE
DEBENTURES BY AN NRI ON A STOCK EXCHANGE IN INDIA ON REPATRIATION AND/ OR
NON-REPATRIATION BASIS UNDER PORTFOLIO INVESTMENT SCHEME
1.
A Non-resident Indian (NRI) may purchase/ sell shares and/ or convertible
debentures of an Indian company, through a registered broker on a recognised
stock exchange, subject to the following conditions:
(i)
the NRI designates a branch of an authorise dealer for routing his
transactions relating to purchase and sale of shares/ convertible debentures
under this Scheme, and routes all such transactions only through the branch so
designated;
(ii) the paid-up value of shares of an
Indian company, purchased by each NRI on repatriation and on non-repatriation
basis, does not exceed 5 percent of the paid-up value of shares issues by the
company concerned;
(iii) the paid-up value of each series of
convertible debentures purchased by each NRI on repatriation and
non-repatriation basis does not exceed 5 percent of the paid-up value of each
series of convertible debentures issued by the company concerned;
(iv) the aggregate paid up value of shares
of any company purchased by all NRIs does not exceed 10 percent of the paid up
capital of the company and in the case of purchase of convertible debentures the
aggregate paid-up value of each series of debentures purchased by all NRIs does
not exceed 10 percent of the paid up value of each series of convertible
debentures:
Provided
that the aggregate ceiling of 10 percent referred to in this clause may be
raised to 24 percent if a special resolution to that effect is passed by the
General Body of the Indian company concerned;
(v) the NRI investor takes delivery
of the shares purchased and gives delivery of shares sold;
(vi) payment for purchase of shares and or
debentures is made by inward remittance in foreign exchange through normal
banking channels or out of funds held in NRE/ FCNR account maintained in India
if the shares are purchased on repatriation basis and by inward remittance or
out of funds held in NRE/ FCNR/ NRO/ NRNR/ NRSR account of NRI concerned
maintained in India where the shares/ debentures are purchased on
non-repatriation basis;
(vii) Omitted
The
link office of the designated branch of an authorised dealer referred to in
paragraph 1, shall furnish to the Chief General Manager, Reserve Bank of India,
ECD, Central office, Mumbai a report on daily basis on PIS transactions
undertaken by it, such report to be furnished on line or on floppy or in hard
copy in a format supplied by Reserve Bank.
The
net sale/maturity proceeds (after payment of taxes) of shares and/or debentures
of an Indian company purchased by NRI or OCB under this Scheme, may be allowed
by the designated branch of an authorised dealer referred to in paragraph 1,-
(a)
to be credited to NRSR account of the NRI or OCB investor where the
payment for purchase of shares and/ or debentures sold was made out of funds
held in NRSR account, or
(b)
at the NRI or OCB investor�s option to be credited to his /its NRO or
NRSR account, where the shares and/ or debentures were purchased on
non-repatriation basis, or
(c)
at the NRI or OCB investors option, to be remitted abroad or credited to
his/ its NRE/ FCNR/ NRO/ NRSR account, where shares and/or debentures were
purchased on repatriation basis.
PURCHASE AND SALE OF SHARES/ CONVERTIBLE
DEBENTURES BY A NON-RESIDENT INDIAN (NRI) OR AN OVERSEAS CORPORATE BODY (OCB),
ON NON-REPATRIATION BASIS
No
purchase of shares or convertible debentures of an Indian company shall be made
under this scheme if the company concerned is a chit fund or a nidhi company or
is engaged in agriculture/ plantation activities or real estate business or
construction of farm houses or dealing in Transfer of Development Rights.
Explanation-For
the purpose of this paragraph, real state business shall not include
development of township, construction of residential/ commercial premises,
roads, bridges, etc.
Subject
to paragraph 1, a Non-resident Indian or an Overseas Corporate Body may without
any limit, purchase on non-repatriation basis, shares or convertible debentures
of an Indian company issued whether by public issue or private placement or
right issue.
The
amount of consideration for purchase of shares or convertible debentures of an
Indian Company on non-repatriation basis, shall be paid by way of inward
remittance through normal banking channels from abroad or out of funds held in
NRE/ FCNR/ NRO/ NRSR/ NRNR account maintained with an authorised dealer or as
the case may be with an authorised bank in India:
Provided
that in the case on an NRI/ OCB resident in Nepal and Bhutan, the amount of
consideration for purchase of shares or convertible debentures of an Indian
Company or non-repatriation basis, shall be paid only by way of inward
remittance in foreign exchange through normal banking channels.
(i)
The sale/ maturity proceeds (net of applicable taxes) of shares or
convertible debentures purchased under this Scheme shall be credited only to
NRSR account where the purchase consideration was paid out of funds held in NRNR
account and to NRO or NRSR account at the option of the seller where the
purchase consideration was paid out of inward remittance or funds held in NRE/
FCNR/ NRO/ NRNR account.
(ii)
The amount invested in shares or convertible debentures under this Scheme
and the capital appreciation thereon shall not be allowed to be repatriated
abroad.
PURCHASE AND SALE OF SECURITIES OTHER THAN
SHARES OR CONVERTIBLE DEBENTURES OF AN INDIAN COMPANY BY A PERSON RESIDENT
OUTSIDE INDIA
A
registered Foreign Institutional Investor may purchase, on repatriation basis,
dated Government securities/ treasury bills, non-convertible debentures/ bonds
issued by an Indian Company and units of domestic mutual funds either directly
from the issuer of such securities or through a registered stock broker on a
recognised stock exchange in India:
Provided
that
(i)
the FII shall restrict allocation of its total investment between equity
and debt instruments including dated Government Securities and Treasury Bills in
the Indian capital market) in the ratio of 70:30, and
(ii)
if the FII desires to invest upto 100 percent in dated Government
Securities including Treasury Bills, Non-convertible debentures /bonds issued by
an Indian company, it shall form a 100 percent debt fund and get such fund
registered with SEBI.
(1)
A Non-Resident Indian or an Overseas Corporate Body may, without limit,
purchase on repatriation basis,
(i) Government dated securities
(other than bearer securities) or treasury bills or units of domestic mutual
funds;
(ii) bond issued by a public sector
undertaking (PSU) in India;
(iii) shares in Public Sector Enterprises
being disinvested by the Government of India, provided the purchase is in
accordance with the terms and conditions stipulated in the notice inviting bids.
(2)
A Non-resident Indian or an Overseas Corporate Body may, without limit,
purchase on non-repatriation basis, dated Government securities (other than
bearer securities), treasury bills, unit of domestic mutual funds, units of
Money Market Mutual Funds in India, or National Plan/ Savings Certificates.
(1)
A registered Foreign Institutional Investor who purchases securities
under the provisions of this Schedule shall make the payment for purchase of
such securities either by inward remittance through normal banking channels or
out of funds held in Foreign Currency Account or Non-resident Rupee Account
maintained by the Foreign Institutional Investor with a designated branch of an
authorised dealer with the approval of Reserve Bank in terms of paragraph 2 of
Schedule 2.
(2)
A Non-resident Indian or an Overseas Corporate Body who purchases
securities on repatriation basis, under sub-paragraph (1) of paragraph 2, of
this Schedule, shall make payment either by inward remittance through normal
banking channels or out of funds held in his/ its NRE/ FCNR account.
(3)
A Non-resident Indian or an Overseas Corporate Body who purchases
securities on non-repatriation basis, under sub-paragraph (2) of paragraph 2 of
this Schedule, shall make payment either by inward remittance through normal
banking channels or out of fund held in his/ its NRE/ FCNR/ NRO/ NRSR/ NRNR
account.
A
person resident outside India who has purchased securities in accordance with
this Schedule may (a) sell such securities through a registered stock
broker on a recognised stock exchange or (b) tender units of mutual funds
to the issuer for repurchase or for payment of maturity proceeds or (c)
tender Government securities/treasury bills to the Reserve Bank for payment of
maturity proceeds.
(i)
In the case of a registered Foreign Institutional Investor who has sold
securities in accordance with paragraph 4, the designated branch of an
authorised dealer referred to in sub-paragraph (1) of paragraph 3 may allow
remittance of net sale/ maturity proceeds (after payment of taxes) or credit the
net amount of sale/ maturity proceeds of such securities to the foreign currency
account or Non-resident Rupee Account of the FII investor maintained in
accordance with the provisions of paragraph 2 of Schedule 2.
(ii)
In the case of a Non-resident Indian or an Overseas Corporate Body who
has sold securities in accordance with paragraph 4, the net sale/ maturity
proceeds (after payment of taxes) of such securities, may be
(a) credited only to NRSR account of the
NRI investor where the payment for purchase of securities sold was made out of
funds held in NRSR account, or
(b) credited, at the NRI or OCB
investor�s option, to his/ its NRO or NRSR account, where the payment for the
purchase of the securities sold was made out of funds held in NRO account, or
(c) remitted abroad or at the NRI or OCB
investor�s option, credited to his/ its NRE/ FCNR/ NRO/ NRSR/ NRNR account,
where the securities were purchased on repatriation basis in accordance with
sub-paragraph (1) of paragraph 2 and the payment for purchase of the securities
sold was made by inward remittance through normal banking channels or out of
funds held in NRE/ FCNR account.
FORM
TS 1
Application
for transfer of shares of a company registered in India by a non-resident to a
person resident in India
Instructions:
1.
The application should be completed in duplicate and submitted to the
concerned Regional Office Reserve Bank under whose jurisdiction the Head/
Registered office of the company, whose shares are to be transferred, is
situated if the transferor is a foreign company/ foreign national resident
outside India.
2.
The application may be signed either by the transferor or the transferee
attaching therewith consent in writing of the other party or a copy of the
sale/purchase agreement.
Documentation:
1.
Photocopies of Reserve Bank�s approval(s) for acquiring and holding
shares by the transferor, if specific approval was granted by Reserve Bank for
holding /acquisition of shares if applicable.
2.
In case the shares proposed to be transferred are listed on a Stock
Exchange, a certificate from a Chartered Accountant certifying the average
quotation (average of daily high and low) for one week preceding the date of
application.
3.
In case of unlisted /thinly traded shares, valuation of the shares on
basis of any valuation methodology in vogue, if the total consideration is upto
Rs.20 lakhs.
4.
In case of unlisted/thinly traded shades where the total consideration
exceeds Rs.20 lakhs, two valuation certificates for the shares of the company,
one from the statutory auditors of the company and the other from an independent
Chartered Accountant/SEBI registered Category-I Merchant Banker.
OR
Documentary
evidence showing Price Earning (PE) and Book Value (BV) multiples of Bombay
Stock Exchange National Index (BSEN) for the calendar month immediately
preceding the date of application and a certificate showing the Earning Per
Share (EPS) and Net Asset Value (NAV) of the shares of the company as per the
latest audited Balance Sheet.
|
1.
Particulars of the transferor
|
|
A
|
If
the transferor is a corporate body
|
|
|
(i)
|
Name
and address
|
|
|
(ii)
|
Place
of Incorporation
|
|
|
(iii)
|
Total
shareholding in the investee company
|
|
|
(iv)
|
Particulars
of reserve bank approval/s for acquiring /holding shares
|
|
|
(v)
|
Number
and face value of the share proposed to be sold/transfer
|
|
|
B
|
If
the transferor is an individual
|
|
|
(i)
|
Full
name and address
|
|
|
(ii)
|
Number
of shares held in the Indian company
|
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(iii)
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Reserve
Bank approval number/s and date(s) (if any) for acquiring holding the
shares;
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(iv)
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Number
and face value of shares; proposed to be sold /transferred
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2.
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Particulars
of the Indian company whose share are to be sold/transferred
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(i)
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Name
and address
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(ii)
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Place
of incorporation
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(iii)
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Total
paid-up capital
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No.
of shares
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Amount
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(a)
Equity
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(b)
Preference
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(c)
Held by
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Equity
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Preference
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(i)
Non-resident:
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No
of shares
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Percentage
to total paid-up equity shares
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No.
of shares
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Percentage
to total paid-up preference shares
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(a)
Foreign national/ Corporate bodies [other than in included in (b) below]
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(b)
NRIs/ Overseas Corporate Bodies predominantly owned by NRIs
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(ii)
Residents:
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(a)
Indian Promoters
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(b)
Others total
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3.
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Particulars
of the buyers/ transferee:
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|
|
(i)
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Name
and address
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(ii)
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Place
of Incorporation
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4.
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Whether
the shares are quoted on a recognised Stock Exchange? (Yes/ No)
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(i)
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If
the shares are quoted on the Stock Exchange, whether the sale is proposed
to be effected on the floor of the Stock Exchange to the general public at
the prevailing market price? (Yes/ No)
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(ii)
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If
the sale (of the quoted share) is by way of private arrangement, please
furnish the following:
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(a)
the average of quotations (average of daily high and low) for one week
preceding the date of application duly certified by a Chartered
Accountant; [item2 under Documentation]
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(b)
the proposed sale price
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5.
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If
the sale /transfer is of non-listed as well as listed but not regularly
traded shares, the proposed sale price [to be supported by a Chartered
Accountant�s certificate as indicated in Item 4 under Documentation]
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6.
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Whether
the transferor /transferee requires any permission under the Companies
Act/ MRTP Act. If so, whether such permission has been received from the
appropriate authority.
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7.
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Reason
for the proposed sale /transfer of shares.
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8.
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Any
other Information, which the applicant wishes to furnish in support of
this application.
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I/
We declare that the particulars given above are true and correct to the best of
my/ our knowledge and belief.
Place:
Date:
(Stamp
and signature of the transferor/ transferee as the case may be)
___________________________
Investment
in an Indian Venture Capital Undertaking by a registered Foreign Venture Capital
Investor
(1)
A registered Foreign Venture Capital Investor (FVCI) may, through the
Securities and Exchange Board of India, apply to the Reserve Bank for permission
to invest in Indian Venture Capital Undertaking (IVCU) or in a VCF or in a
scheme floated by such VCFs. Permission may be granted by Reserve Bank subject
to such terms and conditions as may be considered necessary.
(2)
The registered FVCI permitted by Reserve Bank under sub-paragraph (1),
may purchase equity/ equity linked instruments/ debt/ debt instruments,
debentures of a IVCU or of a VCF through Initial Public Offer or Private
Placement or in units of schemes/ funds set up by a VCF.
(3)
The amount of consideration for investment in VCFs/ IVCUs shall be paid
out of inward remittance from abroad through normal banking channels or out of
funds held in an account maintained with the designated branch of an authorised
dealer in India in accordance with Para 2.
The
Reserve Bank may, on application, permit a FVCI, which has received �in
principle� registration from SEBI to open a Foreign Currency Account and/ or a
Rupee Account with a designated branch of an authorised dealer with the
following permissible transactions:
(i)
Crediting inward remittance received through normal banking channels or
the sale proceeds (net of taxes) of investments.
(ii)
Making investment in accordance with the provisions of paragraph 1 above.
(iii)
Transferring funds from the Foreign Currency Account of the FVCI to their
own Rupee account.
(iv)
Remitting funds from the Foreign Currency or rupee account subject to
payment of applicable taxes.
(v)
Meeting local expenses of the FVCI.
Authorised
Dealers may 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 will be deducted from the eligible
cover.
The
FVCI may acquire by purchase or otherwise or sell shares/ convertible
debentures/ units or any other investment held by it in the IVCUs or VCFs or
schemes/ funds set up by the VCFs at a price that is mutually acceptable to the
buyer and the seller/ issuer. The FVCI may also receive the proceeds arising of
the liquidation of VCFs or schemes/ funds set up by the VCFs.
FVCIs
shall abide by the relevant regulations/ guidelines issued by Securities and
Exchange Board.
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