SCHEDULE 02A - Purchase/Sale of Shares / convertible debentures of an Indian Company by Registered Foreign Portfolio Investor (RFPI) under Foreign Portfolio Investment (FPI) Scheme - Foreign Exchange Management (Transfer or Issue Of Security By A Person Resident Outside India) Regulations, 2000

These rules have been superseded vide New Regulations New Regulations of 2017 1 [SCHEDULE 2A [See Regulation 5 (2A)] Purchase/Sale of 3 [shares or convertible debentures or warrants ] of an Indian Company by Registered Foreign Portfolio Investor (RFPI) under Foreign Portfolio Investment (FPI) Scheme 1. Purchase/sale of 4 [shares or convertible debentures or warrants ] A Registered Foreign Portfolio Investor (RFPI) registered in accordance with Securities and Exchange Board of India (Foreign Portfolio Investors) Regulations, 2014, as amended from time to time, may purchase 5 [shares or convertible debentures or warrants ] of an Indian company under FPI Scheme. 2. Maintenance of account by a RFPI for routing transactions of purchase and sale of 6 [shares or convertible debentures or warrants ] (i) A RFPI 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 7 [shares or convertible debentures or warrants ] under this Scheme, subject to the following conditions: The Account shall be funded by inward remittance through normal banking channels or by credit of sale proceeds (net of taxes) of the 8 [shares or convertible debentures or warrants ] sold on stock exchange. The funds in the account shall be utilized for purchase of 9 [shares or convertible debentures or warrants] in accordance with the provisions of paragraph 1 of this Scheme or for remittance outside India. The funds from Foreign Currency Account of the RFPI may be transferred to Special Non-Resident Rupee account of the same RFPI and vice-versa. The Foreign Currency Account and the Special Non-Resident Rupee account of the RFPI shall be non-interest bearing account/s. (ii) The amount of consideration for purchase of 10 [shares or convertible debentures or warrants] 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. (iii) The total holding by each RFPI shall be below10% (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 RFPI put together shall not exceed 24 per cent of paid-up equity capital or paid up value of each series of convertible debentures. The said limit of 24 percent will be called aggregate limit. Provided that the aggregate 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: (1) For arriving at the ceiling on holdings of RFPI, 11 [shares or convertible debentures or warrants] acquired both through primary as well as secondary market will be included. However, the ceiling will not include investment made by RFPI through off-shore Funds, Global Depository Receipts and Euro-Convertible Bonds. (2) For computation of 24% or enhanced limit as the case may be, holding of RFPI and deemed RFPI in the investee company shall be included. (iv) A RFPI is permitted to purchase 12 [shares or convertible debentures or warrants] of an Indian company through offer/private placement, subject to the ceiling specified in sub-paragraph (iii) of this paragraph and the Indian company is permitted to issue such shares; Provided that - a) 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 [b) in case of issue by private placement, the price is not less than the price arrived in terms of SEBI guidelines or not less than the fair price worked out as per any internationally accepted pricing methodology for valuation of shares on arm s length basis, duly certified by a SEBI registered Merchant Banker or Chartered Accountant, as applicable. ] Explanation: Where a registered foreign institutional investor or a sub account, prior to commencement of Securities Exchange Board of India (SEBI) (Foreign Portfolio Investors) Regulations, 2014, holds equity shares in a company whose shares are not listed on any recognized stock exchange, and continues to hold such shares after initial public offering and listing thereof, such shares shall be subject to lock-in for the same period, if any, as is applicable to shares held by a foreign direct investor placed in similar position, under the policy of the Government of India relating to foreign direct investment for the time being in force. (v) A RFPI may, undertake short selling as well as lending and borrowing of securities subject to such conditions as may be stipulated by the Reserve Bank of India and the SEBI from time to time. 3. Remittance of sale proceeds of 13 [shares or convertible debentures or warrants ] 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 14 [shares or convertible debentures or warrants] to the foreign currency account or a Special Non-resident Rupee Account of the registered Foreign Portfolio Investor concerned. 4. The existing class of investors namely, Foreign Institutional Investor (FII) and Qualified Foreign Investor (QFI) registered with SEBI shall be eligible to continue their investment in accordance with SEBI guidelines.] ------------------------------ 1. Inserted vide Notification No. FEMA. 297/2014-RB dated March 13, 2014 2. Substituted vide Notification No. FEMA.306/2014 -RB dated May 23, 2014 , before it was read as, in case of issue by private placement, the price is not less than the price arrived in terms of SEBI guidelines or not less than the fair price worked out as per the Discounted free Cash Flow method duly certified by a SEBI registered Merchant Banker or Chartered Accountant, as applicable. 3. Substituted vide Notification No. FEMA. 308/2014-RB, dated June 30, 2014 , before it was read as, shares and convertible debentures 4. Substituted vide Notification No. FEMA. 308/2014-RB, dated June 30, 2014 , before it was read as, shares and convertible debentures 5. Substituted vide Notification No. FEMA. 308/2014-RB, dated June 30, 2014 , before it was read as, shares and convertible debentures 6. Substituted vide Notification No. FEMA. 308/2014-RB, dated June 30, 2014 , before it was read as, shares and convertible debentures 7. Substituted vide Notification No. FEMA. 308/2014-RB, dated June 30, 2014 , before it was read as, shares and convertible debentures 8. Substituted vide Notification No. FEMA. 308/2014-RB, dated June 30, 2014 , before it was read as, shares and convertible debentures 9. Substituted vide Notification No. FEMA. 308/2014-RB, dated June 30, 2014 , before it was read as, shares and convertible debentures 10. Substituted vide Notification No. FEMA. 308/2014-RB, dated June 30, 2014 , before it was read as, shares and convertible debentures 11. Substituted vide Notification No. FEMA. 308/2014-RB, dated June 30, 2014 , before it was read as, shares and convertible debentures 12. Substituted vide Notification No. FEMA. 308/2014-RB, dated June 30, 2014 , before it was read as, shares and convertible debentures 13. Substituted vide Notification No. FEMA. 308/2014-RB, dated June 30, 2014 , before it was read as, shares and convertible debentures 14. Substituted vide Notification No. FEMA. 308/2014-RB, dated June 30, 2014 , before it was read as, shares and convertible debentures