SCHEDULE 8 - Regulation 5(2A) - Terms and conditions for opening of Escrow Account and Special Account by non-resident corporates for open offers/delisting/exit offers - Foreign Exchange Management (Deposit) Regulations, 2000

[1] SCHEDULE 8 (See Sub-Regulation 2A of Regulation 5 ) Terms and conditions for opening of Escrow Account and Special Account by non-resident corporates for open offers/delisting/exit offers 1. Acquisition/Transfer of shares shall be strictly in accordance with the provisions of Notification No. FEMA 20/2000-RB dated 3rd May, 2000 as amended from time to time and Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeover) Regulations, 1997 [SEBI (SAST) Regulations] or any other SEBI Regulations [SEBI Regulations] as applicable. 2. The accounts shall be non-interest bearing. 3. Escrow Account may be opened in Indian Rupees, jointly and severally for the purpose, with the following permitted credits and debits : Permitted credits: Foreign Inward Remittance through normal banking channels. Permitted debits: as per SEBI (SAST) Regulations or any other SEBI Regulations, as applicable. 4. Special Account may be opened in Rupees, jointly and severally for the purpose, with the credit and debits as per SEBI (SAST) Regulations or any other SEBI Regulations, as applicable. 5. The resident mandatee empowered by the overseas acquirer for this purpose, may operate the Escrow Account in accordance with SEBI (SAST) Regulations or any other SEBI Regulations, as applicable and with the specific approval of the Authorised Dealer with whom the account is opened. 6. No fund based/non-fund based facilities shall be permitted against the balance in the accounts. 7. Requirement of compliance with KYC guidelines issued by the Reserve Bank shall rest with the Authorised Dealer. 8. Balance in the Escrow Account, if any, may be repatriated at the then prevailing exchange rate ( i.e . the exchange rate risk will be borne by the overseas company acquiring the shares), after all the formalities in respect of the said acquisition are completed. 9. In the event, the proposal under the said acquisition/transfer does not materialize, the Authorised Dealer may allow repatriation of the entire amount lying to the credit of the Escrow Account on being satisfied with the bona fides of such remittances. 10. The accounts shall be closed immediately after completing the requirements as outlined above ************* Notes 1 Inserted vide notification no. G.S.R. 91(E) dated 18-9-2007 and corrected vide notification dated 28.8.2009