FEMA, Transfer Or Issue Of Security By A Person Resident Outside India, Regulations 2000.

Purchase/sale of shares and/or convertible debentures
Remittance of sale proceeds of shares / convertible debentures
Investment by certain other investors
SCHEDULE 3
Report to Reserve Bank
Remittance/credit of sale/maturity proceeds of shares and/or debentures
SCHEDULE 4
SCHEDULE 5
SCHEDULE 6

Foreign Exchange Management (Transfer or Issue of Security by a Person Resident outside India) Regulations, 2000
SCHEDULE 2
[See Regulation 5 (2)]

Purchase/sale of shares and/or convertible debentures of an Indian company by a registered Foreign Institutional Investor under Portfolio Investment Scheme

1. Purchase/sale of shares and/or convertible debentures
   1. A registered Foreign Institutional Investor (FII) may purchase the shares and convertible debentures of an Indian company under Portfolio Investment Scheme.
   2. The purchase of shares /convertible debentures under sub-paragraph (1) shall be made through registered broker on recognized stock exchange in India.

(Above sub-paragraphs (1) & (2) has been substituted vide Notification No. FEMA 108/2004-RB, DT. 01/01/2004)

Pre-Revised "

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 per cent) of the paid-up value of each series of convertible debentures issued by an Indian company and the total holdings 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.
   
   (Above provisions has been substituted vide Notification No. FEMA 45/2001-RB, dt. 20/9/2001)
   
   Pre-Revised "Provided that the limit of 24 per cent referred to in this paragraph may be increased to 49 per cent 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."
   
   (Above bold word had been amended vide Notification No. FEMA 41/2001-RB, dated 2nd March, 2001)
   
   Explanation:
   
   For arriving at the ceiling on holdings 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 off-shore Funds, Global Depository receipts and Euro-Convertible Bonds.
5. A registered FII is permitted to purchase shares/convertible debentures of an Indian company through offer/private placement, subject to the ceiling specified in sub-paragraph (4) of this paragraph and the Indian company is permitted to issue such shares;
   
   Provided that –
   1. in case of Public Offer, the price of the shares to be issued is not less than the price at which shares are issued to residents, and
   2. in case of issue by private placement, the price is not less than the price arrived in terms of SEBI guidelines or guidelines issued by erstwhile Controller of Capital Issues, as applicable.

(Above sub-paragraph (5) has been substituted vide Notification No. FEMA 94/2003-RB, DT. 18/06/2003)

"

5. A registered FII may also be permitted to purchase shares/ convertible debentures of an Indian company through private placement/ arrangement, subject to the ceilings specified in sub-paragraph (4) of this paragraph. "
   
   2. A registered Foreign Institutional Investor may open a Foreign Currency Account and/or a Special Non-Resident Rupee Account with a designated branch of an authorized dealer for routing the receipt and payment for transaction relating to purchase and sale of shares/convertible debentures under this Scheme, subject to the following conditions:
      1. 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.
      2. The funds in the account shall be utilized for purchase of shares convertible debentures in accordance with the provisions of paragraph 1 of this Scheme or for remittance outside India.
      3. The funds from Foreign Currency Account of the registered FII may be transferred to Special Non-Resident Rupee account of the same FII and vice-versa.

(Above paragraph 2 has been substituted vide NTF. NO. FEMA 108/2004-RB, DT. 01/01/2004)
Pre-Revised "

2. Maintenance of account by a registered FII for routing transactions of purchase and sale of shares / convertible debentures
   
   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:-
   1. 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.
   2. 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.
   3. The funds from Foreign Currency Account of the registered FII may be transferred to Non-Resident Rupee account of the same FII and vice a versa. "
3. Remittance of sale proceeds of shares / convertible debentures
   
   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.
   
4. Investment by certain other investors
   1. A domestic asset management company or portfolio manager, who is registered with SEBI, as a foreign institutional investor for managing the fund of a sub-account may make investment under the Scheme on behalf of
      1. a person resident outside India who is a citizen of a foreign state, or
      2. a body corporate registered outside India;
         
         Provided such investment is made out of funds raised or collected or brought from outside through normal banking channel.

(Above sub-paragraph (1) has been substituted vide Nofication No. FEMA 108/2004-RB, DT. 01/01/2004)

Pre-Revised "

1. Reserve Bank may, subject to such terms and conditions as it may consider necessary permit a domestic asset management company or portfolio manager who is registered with SEBI as a foreign institutional investor for managing the funds of a sub-account, to make investment under the Scheme on behalf of:-
   1. a person resident outside India who is a citizen of a foreign state ,or
   2. 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, ]
[ DELETED

2. The application to Reserve Bank for permission under sub-paragraph
   1. may be made through SEBI. ]
   2. Investments permitted to be made under sub-paragraph (1) shall not exceed 5% (five per cent) of the total paid-up equity capital or 5% (five per cent) 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.

(Above sub-paragraph (2) has been deleted & (3) re-numbered as (2) vide Notification No. FEMA 108/2004-RB, DT. 01/01/2004)

SCHEDULE 3
[See Regulation 5 (3) (i)]

Purchase/sale of shares and/or convertible debentures by an NRI [Old, NRI/OCB] on a Stock Exchange In India on repatriation and/or non-repatriation basis under Portfolio Investment Scheme

(In above heading bold words has been substituted vide Notification No. FEMA 46/2001-RB, dated 29/11/2001)

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 :
   Pre-Revised "
   1. A Non-resident Indian (NRI) or an Overseas Corporate Body (OCB) 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 :]
      
      (In above [para 1.] the above bold words has been substituted vide Notification No. FEMA 46/2001-RB, dated 29/11/2001)
      1. NRIs may purchase and sell shares/convertible debentures under the Portfolio Investment Scheme through a branch designated by an Authorised Dealer for the purpose and duly approved by the Reserve Bank of India.
         
         (Above sub-paragraph (i) has been substituted vide Notification No.. FEMA 94/2003-RB, DT. 18/06/2003)
         
         
      Pre-Revised "
      
      1. the NRI [Old NRI/OCB] designates a branch of an authorised dealer for routing his [Old his/its] transactions relating to purchase and sale of shares/convertible debentures under this Scheme, and routes all such transactions only through the branch so designated;"
      2.  the paid-up value of shares of an Indian company, purchased by each NRI [Old NRI or OCB] both on repatriation and on non-repatriation basis, does not exceed 5 percent of the paid-up value of shares issued by the company concerned;
      3. the paid-up value of each series of convertible debentures purchased by each NRI [Old NRI or OCB] both 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;
      4. the aggregate paid-up value of shares of any company purchased by all NRIs [Old NRIs and OCBs] 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 [Old NRIs and OCBs] does not exceed 10 percent of the paid-up value of each series of convertible debentures;
         
         Provided that the aggregate ceiling of 10 per cent referred to in this clause may be raised to 24 per cent if a special resolution to that effect is passed by the General Body of the Indian company concerned;
      5. the NRI [Old NRI or OCB] investor takes delivery of the shares purchased and gives delivery of shares sold;
      6. 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 the NRI [Old NRI/OCB] concerned maintained in India where the shares/debentures are purchased on non-repatriation basis;
      7. Omitted
         
         Pre-Revised " vii) the Overseas Corporate Body (OCB) informs the designated branch of the authorised dealer immediately on the holding/interest of NRIs in the OCB becoming less than 60 per cent."
         
      (In above [sub-para. (i) to (vi)] the above old bold words has been substituted by new bold words and omitted [sub-para. (vii)] vide Notification No. FEMA 46/2001-RB, dated 29/11/2001)
   2. Report to Reserve Bank
      
      The link office of the designated branch of an authorised dealer referred to in paragraph 1 shall furnish to the Chief General Manager, RBI, 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.
      
      
   (Above para. 2. has been substituted vide Notification no. FEMA 46/2001-RB, dated 29/11/2001)
   Pre-Revised "
2. Report to Reserve Bank
   
   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 giving the following details -
   1. Name of the Non resident Indian, or OCB.
   2. Company-wise number of shares and/or debentures and paid-up value thereof , purchased and/or sold by each NRI /OCB.]
3. Remittance/credit of sale/maturity proceeds of shares and/or debentures.
   
   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,
   1. to be credited to NRO account of the NRI/OCB investor where the payment for purchase of shares and/or debentures sold was made out of funds held in NRO account or where the shares and/or debentures were purchased on non-repatriation basis, or
   2. at the NRI or OCB investor’s option, to be remitted abroad or credited to his/its NRE/FCNR/NRO account of the NRI, where shares and/or debentures were purchased on repatriation basis.

(Above paragrph 3 has been substituted vide Notification No. FEMA 94/2003-RB, DT. 18/06/2003)

Pre-Revised"

3. Remittance/credit of sale/maturity proceeds of shares and/or debentures
   
   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,
   1. 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
   2. 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
   3. at the NRI or OCB investor’s 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.]

SCHEDULE 4
[See Regulation 5 (3) (ii)]

Purchase and sale of shares/ convertible debentures by a Non-resident Indian (NRI) or an Overseas Corporate Body (OCB), on non-repatriation basis

1. Prohibition on purchase of shares/ convertible debentures of certain companies
   
   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 agricultural/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 estate business shall not include development of township, construction of residential/ commercial premises, roads, bridges, etc.
   
2. Permission to purchase and/or sell shares/ convertible debentures of an Indian company
   
   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.
   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 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 whose shares are being transferred is engaged.
   
   Provided further that this restriction shall not apply to the transfer of shares to International financial institutions such as Asian Development Bank(ADB), International Finance Corporation(IFC), Commonwealth Development Corporation (CDC), Deutsche Entwicklungs Gescelscchaft(DEG) and transfer of shares of an Indian company engaged in Information Technology sector.
   
   (Above two proviso has been added vide Notification No. FEMA 94/2003-RB, DT. 18/06/2003)
   
3. Method of payment for purchase of shares/ convertible debentures
   
   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 of an NRI/OCB resident in Nepal and Bhutan, the amount of consideration for purchase of shares or convertible debentures of an Indian company on non-repatriation basis, shall be paid only by way of inward remittance in foreign exchange through normal banking channels.
   
4. Sale/ Maturity proceeds of shares or convertible debentures
   
   1. 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 NRSR 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.
   2. The amount invested in shares or convertible debentures under this Scheme and the capital appreciation thereon shall not be allowed to be repatriated abroad.

SCHEDULE 5
[See Regulation 5 (4)]

Purchase and sale of securities other than shares or convertible debentures of an Indian company by a person resident outside India.

1. Permission to Foreign Institutional Investors for purchase of securities
   
   A registered Foreign Institutional Investor may purchase, on repatriation basis, dated Government securities/treasury bills, listed non-convertible debentures/ bonds, commercial papers, Pre-Revised-" 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;
   (In above paragraph 1, words "listed non-convertible debentures/ bonds, commercial papers" has been substituted vide Notification No. FEMA 145/2005-RB, DT. 06/01/2006)
   
   Provided that
   1. 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
   2. if the FII desires to invest upto 100 per cent in dated Government Securities including Treasury Bills, non-convertible debentures/bonds issued by an Indian company, it shall form a 100% debt fund and get such fund registered with SEBI.
2. Permission to Non-resident Indian and Overseas Corporate Body for purchase of securities
   1. A Non-resident Indian or an Overseas Corporate Body may, without limit, purchase on repatriation basis,
      1.  Government dated securities (other than bearer securities) or treasury bills or units of domestic mutual funds;
      2. bonds issued by a public sector undertaking(PSU) in India;
      3. shares in Public Sector Enterprises being dis-invested 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, units of domestic mutual funds, units of Money Market Mutual Funds in India, or National Plan/Savings Certificates.
   3. A Multilateral Development Bank which is specifically permitted by Government of India to float rupee bonds in India may purchase Government dated securities.
      
      (Above sub-paragraph 3. has been added vide Notification No. FEMA 106/2003-RB, DT. 27/10/2003)
3. Method of payment of purchase consideration
   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 funds held in his/its NRE/FCNR/NRO/NRSR/NRNR account.
   4. A Multilateral Development Bank which purchases Government dated securities under this Schedule, shall make payment either by inward remittance through normal banking channels or out of funds held in the account opened with the specific approval of RBI.
      
      (Above sub-paragraph 4. has been added vide Notification No FEMA 106/2003-RB, DT. 27/10/2003)
4. Permission for Sale of Securities
   
   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.
   
5. Remittance/credit of sale/maturity proceeds
   1. 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.
   2. 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
      1. 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
      2. 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
      3. 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.
   3. in the case of sale of Government dated securities by a Multilateral Development Bank, the net maturity proceeds (after payment of taxes) may be remitted abroad or credited to fund account opened with the prior permission of the Reserve Bank.

(Above Clouse (iii) has been added vide Notification No. FEMA 106/2003-RB, DT. 27/10/2003)

SCHEDULE 6
[See Regulation 5(5)]

Investment in an Indian Venture Capital Undertaking by a registered Foreign Venture Capital Investor

1. Investment by 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 of 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.
2. Maintenance of account by the registered FVCI for investment in IVCUs/ VCFs or schemes/funds set up by the VCFs.
   
   The Reserve Bank may, on applications, 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:
   1. Crediting inward remittance received through normal banking channels or the sale proceeds (net of taxes) of investments.
   2. Making investment in accordance with the provisions of paragraph 1 above.
   3. transferring funds from the Foreign Currency Account of the FVCI to their own Rupee account.
   4. Remitting funds from the Foreign Currency of rupee account subject to payment of applicable taxes.
   5. Meeting local expenses of the FVCI.
3. Forward Cover
   
   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.
   
4. Valuation of Investments
   
   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.
   
5. Adherence to SEBI Guidelines
   
   FVCIs shall abide by the relevant regulations/guidelines issued by Securities and Exchange Board.
   (Above SCHEDULE 6 has been added vide Notifiction No. FEMA 32/2000-RB, dated 26th December, 2000)
   FORM TS 1

Sd/-
(D.P. Sarda)
Executive Director

(Note:- see
1. AP(DIR Sr.)Cir. No.13/2001-RB, dt.29/11/2001
2. AP(DIR Sr.)Cir. No.21/2002-RB, dt. 13/02/2002)