Securities and Exchange Board of India (Foreign Venture Capital Investors) (Amendment) Regulations, 2024 - SEBI/LAD-NRO/GN/2024/203 - SEBI

SECURITIES AND EXCHANGE BOARD OF INDIA NOTIFICATION Mumbai, the 4th September 2024 SECURITIES AND EXCHANGE BOARD OF INDIA (FOREIGN VENTURE CAPITAL INVESTORS) (AMENDMENT) REGULATIONS, 2024 No. SEBI/LAD-NRO/GN/2024/203. In exercise of the powers conferred by sub-section (1) of Section 30 of the Securities and Exchange Board of India Act, 1992 (15 of 1992) , the Securities and Exchange Board of India hereby makes the following regulations, to further amend the Securities and Exchange Board of India (Foreign Venture Capital Investors) Regulations, 2000 , namely, 1. These regulations may be called the Securities and Exchange Board of India (Foreign Venture Capital Investors) (Amendment) Regulations, 2024. 2. They shall come into force with effect from January 1, 2025. 3. In the Securities and Exchange Board of India (Foreign Venture Capital Investors) Regulations, 2000 , I. In regulation 2 , i. in sub-regulation (1), a. after clause (a) and before clause (b), the following clauses shall be inserted, namely, - (aa) Bilateral Memorandum of Understanding with the Board means a bilateral Memorandum of Understanding between the Board and any authority outside India that provides for information sharing arrangement as specified under clause (ib) of sub-section (2) of section 11 of the Act; (ab) Board means the Securities and Exchange Board of India established under section 3 of the Act; b. clause (b) shall be substituted with the following clause, namely,- (b) certificate means a certificate of registration granted to a foreign venture capital investor by the designated depository participant on behalf of the Board under these regulations; c. after clause (b) and before clause (c), the following clause shall be inserted, namely,- (ba) control includes the right to appoint majority of the directors or to control the management or policy decisions exercisable by a person or persons acting individually or in concert, directly or indirectly, including by virtue of shareholding or management rights or shareholders agreements or voting agreements or in any other manner; d. clause (c) shall be substituted with the following clause, namely,- (c) designated bank means a scheduled bank in India, which has been authorised by the Reserve Bank of India to act as a banker to the foreign venture capital investor; e. after clause (c) and before clause (d), the following clause shall be inserted, namely,- (ca) designated depository participant means a person who has been approved by the Board under Chapter III of the Securities and Exchange Board of India (Foreign Portfolio Investors) Regulations, 2019; f. in clause (d), the words of securities shall be omitted. g. Clause (g) shall be substituted with the following clause, namely,- (g) foreign venture capital investor means an investor incorporated or established outside India registered under these regulations, proposes to make investment in accordance with these regulations and shall be deemed to be an intermediary in terms of the provisions of the Act; h. clause (h) shall be substituted with the following clause, namely,- (h) form means an application form for obtaining registration as foreign venture capital investor as notified by the Government of India or as specified by the Board; i. after clause (h) and before clause (i), the following clause shall be inserted, namely,- (ha) International Financial Services Centre or IFSC shall have the same meaning as assigned to it in clause (q) of section 2 of the Special Economic Zones Act, 2005 (Act No. 28 of 2005); ii. sub-regulation (2) shall be substituted with the following, namely,- (2) Words and expressions used and not defined in these regulations, but defined in the Act or the Foreign Exchange Management Act, 1999 (42 of 1999), the Companies Act, 2013 (18 of 2013), the Securities Contracts (Regulation) Act, 1956 (42 of 1956), the Depositories Act, 1996 (22 of 1996), or the rules and regulations made thereunder shall have the same meaning as are respectively assigned to them in those Acts or rules or regulations or any statutory modification or re-enactment thereto. II. Regulation 3 shall be substituted with the following, namely,- Application for grant of certificate as a foreign venture capital investor 3.(1) No person shall buy, sell or otherwise deal in securities as a foreign venture capital investor unless it has obtained a certificate granted by a designated depository participant on behalf of the Board. (2) An application for the grant of certificate as a foreign venture capital investor shall be made to a designated depository participant in the Form and in the manner specified by the Government or the Board from time to time: Provided that the foreign venture capital investors who have been granted a certificate of registration before the notification of the Securities and Exchange Board of India (Foreign Venture Capital Investors) (Amendment) Regulations, 2024 shall engage a designated depository participant in the manner and subject to such conditions as may be specified by the Board. (3) The application shall be supported by the fee specified in the Second Schedule and by any documents in the manner specified by the Board from time to time. III. Regulation 4 shall be substituted with the following, namely,- Eligibility Criteria. 4. A designated depository participant shall consider an application for grant of certificate of registration as a foreign venture capital investor if the applicant satisfies all of the following conditions, namely: - (a) the applicant is an entity incorporated or established outside India or in International Financial Services Centre; (b) The applicant is a resident of the country whose securities market regulator is a signatory to the International Organization of Securities Commission s Multilateral Memorandum of Understanding (Appendix A Signatories) or a signatory to a bilateral Memorandum of Understanding with the Board: Provided that an applicant being Government or Government related investor shall be considered as eligible for registration, if such applicant is a resident in the country as may be approved by the Government of India; (c) The applicant being a bank is a resident of a country whose central bank is a member of Bank for International Settlements: Provided that a central bank applicant need not be a member of Bank for International Settlements: Provided further that the condition specified under clause (c) of Regulation 4 shall not apply in case the applicant is regulated by the banking sector regulator in its home jurisdiction even if the central bank of that country is not a member of Bank for International Settlements; (d) The applicant or its beneficial owners identified in accordance with Rule 9 of the Prevention of Money-laundering (Maintenance of Records) Rules, 2005, shall not be the person(s) mentioned in the Sanctions List notified from time to time by the United Nations Security Council and is not a resident in the country identified in the public statement of Financial Action Task Force as (i) a jurisdiction having a strategic Anti-Money Laundering or Combating the Financing of Terrorism deficiencies to which counter measures apply; or (ii) a jurisdiction that has not made sufficient progress in addressing the deficiencies or has not committed to an action plan developed with the Financial Action Task Force to address the deficiencies; (e) the applicant is a fit and proper person based on the criteria specified in Schedule II of the Securities and Exchange Board of India (Intermediaries) Regulations, 2008; and (f) any other criteria specified by the Board from time to time. IV. regulation 4A shall be omitted. V. regulation 5 shall be substituted with the following, namely,- Furnishing of information and personal representation. 5.(1) The Board or the designated depository participant may require the applicant to furnish such further information or clarification as may be considered necessary for the grant of the certificate of registration as a foreign venture capital investor. (2) The applicant or its authorized representative shall, if so required by the Board or the designated depository participant, appear before them for personal representation in connection with the grant of a certificate. VI. regulation 6 shall be substituted with the following, namely,- Application to conform to the requirements. 6.(1) An application for grant of certificate of registration to act as a foreign venture capital investor, which is not complete in all respects or is false or misleading in any material particular or does not satisfy the requirements specified in these regulations shall be deemed to be deficient and liable to be rejected by the designated depository participant: Provided that before rejecting any such application, the applicant shall be given a reasonable opportunity of being heard and to remove the deficiency, within the time as specified by the designated depository participant. (2) The decision to reject the application shall be communicated by the designated depository participant to the applicant in writing indicating the grounds for rejection of the application. (3) The applicant, who is aggrieved by the decision of the designated depository participant under sub-regulation (1) may, within a period of thirty days from the date of receipt of communication under sub-regulation (2), apply to the Board for reconsideration of the decision of the designated depository participant: Provided that such application for reconsideration shall not be considered by the Board where the rejection was on account of technical reasons such as non-submission of complete information, documents, including non-payment of specified fee. (4) The Board shall, after considering the submissions made in the application seeking reconsideration made under sub-regulation (3) and after giving a reasonable opportunity of being heard, communicate its decision in writing to the applicant. VII. regulation 7 shall be substituted with the following, namely,- Certificate of registration. 7.(1) If the designated depository participant is satisfied that an applicant is eligible and fulfils the requirements as specified in these regulations, the designated depository participant shall, on behalf of the Board, grant the certificate of registration to an applicant, bearing registration number generated by the Board, specified in Part B of the First Schedule. (2) The designated depository participant shall endeavour to dispose of the application for grant of certificate of registration as soon as possible but not later than thirty days after receipt of application by the designated depository participant, or after the information called for under regulation 5 has been furnished; whichever is later. (3) Upon grant of certificate of registration to the applicant, the designated depository participant shall remit the fee, as specified in the Second Schedule, received from the applicant to the Board. (4) If an applicant seeking registration as a foreign venture capital investor has any grievance with respect to its application or if the designated depository participant has any question in respect of interpretation of any provision of these regulations, it may approach the Board for appropriate instructions. VIII. regulation 8 shall be substituted with the following, namely,- Conditions of certificate. 8.(1) The certificate granted to the foreign venture capital investor under regulation 7 shall be subject to the following conditions, namely:- (a) it shall abide by the provisions of the Act, and these regulations; (b) it shall appoint a domestic custodian for purpose of custody of securities; (c) it shall enter into arrangement with a designated bank for the purpose of operating a special non-resident rupee or foreign currency account; (2) The foreign venture capital investor shall provide necessary information sought by the designated depository participant to review the eligibility of the entity to hold the certificate of registration as a foreign venture capital investor. (3) If the foreign venture capital investor no longer satisfies the eligibility criteria under Regulation 4, the foreign venture capital investor shall inform the Board and designated depository participant in writing as soon as possible but not later than seven working days. (4) The designated depository participant shall ascertain whether the foreign venture capital investor satisfies the eligibility criteria in terms of provisions under Regulation 4, subject to conditions and in the manner specified by the Board from time to time. (5) The foreign venture capital investor which does not satisfy the criteria under Regulation 4, shall be dealt with in the manner specified by the Board from time to time. IX. regulation 9 shall be substituted with the following, namely,- Renewal of registration and surrender of certificate. 9.(1) Subject to the compliance with the provisions of the Act, these regulations and the circulars issued thereunder, the registration granted by the designated depository participant on behalf of the Board under these regulations shall be permanent unless suspended or cancelled by the Board or surrendered by the foreign venture capital investor. (2) To keep the registration in force, the foreign venture capital investor shall pay renewal fee as specified in the Second Schedule for every block of five years from the beginning of the sixth year from the date of grant of certificate of registration and the fee shall be paid before expiry of the block for which fee has been paid, in the manner specified by the Board from time to time. (3) If the foreign venture capital investor fails to pay the renewal fee along with the late fee as specified in the Second Schedule to keep the registration in force within the specified due date and does not have any investment in India, such foreign venture capital investor shall be deemed to have applied for surrender of its registration and the designated depository participant of such foreign venture capital investor shall process the surrender after obtaining the approval from the Board. (4) If the foreign venture capital investor fails to pay the renewal fee for continuance of registration within the specified due date and has investment in India, such foreign venture capital investor shall pay the renewal fee as specified in Second Schedule, along with a late fee as specified Second Schedule for each day of delay in payment of renewal fee, subject to maximum of one and half times of the renewal fee: Provided that until the renewal fee is paid, the foreign venture capital investor shall not make any new investment or sell its existing investments: Provided further that until the renewal fee is paid, the foreign venture capital investors who have been granted a certificate of registration before the notification of the Securities and Exchange Board of India (Foreign Venture Capital Investors) (Amendment) Regulations, 2024 shall not make any new investment: Provided further that if the renewal fee, along with late fee, is not paid within thirty days from the date of expiry of the block for which fee has been paid, the certificate of registration of the foreign venture capital investor shall be liable to be suspended or cancelled. (5) The suspension and cancellation of certificate of registration of a foreign venture capital investor, shall be dealt with in the manner as provided in Chapter V of the Securities and Exchange Board of India (Intermediaries) Regulations, 2008. (6) Any foreign venture capital investor desirous of surrendering the certificate of registration may request for such surrender to the designated depository participant who shall accept the surrender of the certificate of registration after obtaining approval from the Board. (7) While accepting the surrender of registration, the designated depository participant shall impose such conditions as may be specified by the Board. X. regulation 10 shall be omitted. XI. regulation 14 shall be substituted with the following, namely,- Appointment of custodian. 14. (1) A foreign venture capital investor or a global custodian acting on behalf of the foreign venture capital investor shall enter into an agreement with a designated depository participant and a custodian, before making any investment under these regulations. (2) In addition to the obligation of a custodian under any other regulations, the custodian shall be responsible for ( a ) monitoring of investment of foreign venture capital investors in India; ( b ) furnishing of periodic reports to the Board; ( c ) furnishing such information as may be called for by the Board; ( d ) ensuring that a foreign venture capital investor does not make any new investment or sell its existing investment until renewal fee is paid in terms of sub-regulation (4) of Regulation 9; ( e ) any other condition as may be specified by the Board from time to time. XII. after regulation 15 and before regulation 16, the following regulations shall be inserted, namely,- Obligations and responsibilities of foreign venture capital investor. 15A. The foreign venture capital investor shall ( a ) comply with the provisions of these regulations, as far as they may apply, circulars issued thereunder and any other terms and conditions specified by the Board from time to time; ( b ) in relation to its activities as foreign venture capital investor, at all times, subject itself to the extant Indian laws, rules, regulations, guidelines and circulars issued from time to time; ( c ) inform the Board and designated depository participant in writing, if any information or particulars previously submitted to the Board or designated depository participant are found to be false or misleading in any material respect or if there is any change in the information or particulars already submitted, in the manner and within the timelines as may be specified by the Board from time to time. ( d ) inform the Board and designated depository participant in writing, if there is any material change in the information including any direct or indirect change in its structure or ownership or control previously furnished by him to the Board or designated depository participant, in the manner and within the timelines as may be specified by the Board from time to time; ( e ) as soon as possible but not later than seven working days, inform the Board and the designated depository participant, in case of any penalty, pending litigation or proceedings, findings of inspections or investigations for which action may have been taken or is in the process of being taken by an overseas regulator against it, in the manner and within the timelines as may be specified by the Board from time to time; ( f ) as and when required by the Board or any other Government agency in India, submit any information, record or documents in relation to its activities as a foreign venture capital investor; ( g ) obtain a Permanent Account Number from the Income Tax Department; ( h ) be a fit and proper person based on the criteria specified in Schedule II of the Securities and Exchange Board of India (Intermediaries) Regulations, 2008; ( i ) undertake necessary KYC on its shareholders/investors in accordance with the rules applicable to it in the jurisdiction where it is organised; and ( j ) provide any additional information or documents including beneficiary ownership details of their clients as may be required by the designated depository participant or the Board or any other enforcement agency to ensure compliance with the Prevention of Money Laundering Act, 2002 (Act No. 15 of 2003) and the rules and regulations specified thereunder, the Financial Action Task Force standards and circulars issued from time to time by the Board. Obligations and responsibilities of designated depository participants. 15B.(1) In addition to the obligation of designated depository participants under any other regulations, the designated depository participant engaged by an applicant seeking registration as foreign venture capital investor shall: ( a ) open a dematerialised account for the applicant only after ensuring compliance with all the requirements under Prevention of Money Laundering Act, 2002 (Act No. 15 of 2003) and rules and regulations specified thereunder, Financial Action Task Force standards and circulars issued by the Board in this regard, from time to time and shall also ensure that foreign venture capital investors comply with all these requirements on an ongoing basis; ( b ) carry out necessary due diligence to ensure that no other depository account per depository is held by any of the concerned applicant as a foreign venture capital investor; ( c ) collect and remit fees to the Board, in the manner as specified in the Second Schedule; ( d ) in case of change in structure or constitution or direct or indirect change in common ownership or control reported by the foreign venture capital investor, re-assess the eligibility of such foreign venture capital investor. (2) The designated depository participant shall ensure that only registered foreign venture capital investors are allowed to invest in securities market. (3) The designated depository participant shall maintain segregation of activities such that there is no conflict of interest between the activity of grant of registration to a foreign venture capital investor in the capacity of a designated depository participant and its other activities. (4) The designated depository participant shall maintain the relevant true and fair records, books of accounts, and documents including the physical or electronic records relating to registration of foreign venture capital investors. (5) The designated depository participant shall intimate to the Board in writing the location where such books, records and documents shall be maintained. (6) Subject to the provisions of any other law for the time being in force, every designated depository participant shall preserve the books of accounts, physical or electronic records and documents specified in this regulation at all times. XIII. The First Schedule and the Second Schedule shall be substituted with the following, namely,- FIRST SCHEDULE PART A FORM A Securities and Exchange Board of India (Foreign Venture Capital Investors) Regulations, 2000 [See regulation 3(2)] Application Form for Grant of Certificate of Registration as Foreign Venture Capital Investor (FVCI) 1. Name of the applicant: ( Full expanded name to be mentioned as appearing in proof of identity/ address documents , the name should be provided without any abbreviations ) 2. Have you ever been known by any other name? Yes/No Is yes, please give the other name 3. Date of Incorporation/ Establishment/Formation (DD/MM/YYYY) Particulars Date (DD/MM/YYYY) a) Date of Incorporation / Establishment/Formation b) Date of Commencement of Business 4. Place and Country of Incorporation/ Establishment/ Formation: Particulars Details a) Place b) Country c) ISD Country Code 5. Legal form of the applicant and the law under which it is incorporated, established or registered: 6. Legal Entity Identifier Tax Residency Certificate details: Particulars Details a) Legal Entity Identifier (LEI), if applicable b) Tax Residency Certificate (TRC) No. c) Country of Tax Residency + Add (Add rows at b) and c) in case of Multiple Tax Residency details) 7. Address Communication Details 7.1 . Registered Address of the Applicant: Flat/ Room/ Door/ Block No. Name of Premises/Building/ village Road/ Street/Lane/ Post Office Area/ Locality/ Taluka/ Sub-Division Town/ City/ District State/Union Territory Pin Code/ Zip Code Country 7.2 . Office Address of the Applicant (If applicant has an office in India also, please provide separate entry for the same) : Flat/ Room/ Door/ Block No. Name of Premises/Building/ village Road/ Street/Lane/ Post Office Area/ Locality/ Taluka/ Sub-Division Town/ City/ District State/Union Territory Pin Code/ Zip Code Country 7.3 Address of Communication/Correspondence (Please tick as applicable) Registered address Office address (foreign) Office address (India) 7.4 Contact Details: S.No Particulars Registered address Office address Country Code Area/ STD Code Number Country Code Area/ STD Code Number 1. Telephone Number 2. Fax Number 3. Mobile Number 4. Email ID 5. Website 8. Information pertaining to Investment Manager: Name of entity Type of entity Country Telephone no /Mobile no Fax No. E-mail id 9. Information pertaining to the Compliance officer: Name Job Title Telephone no Fax No. E-mail id 10. Information regarding Ultimate Beneficial Owner (End Natural Person): 10.1. Individual Custodian/ Designated Depository Participant (DDPs) may seek additional documentation/ownership details at a lower threshold than prescribed, based on their independent evaluation and risk classification of the respective FVCI applicants on the basis of multiple parameters such as home jurisdiction, type of entity, nature of business etc. __We declare that there is no natural person/individual who are ultimately holding ___% beneficial ownership directly/indirectly into the entity as well as on controlling basis for companies, Trust General Partner / Limited Partnership structure. We therefore provide details of the senior managing official of the FVCI as under. The list of beneficial owners as per materiality threshold for controlling ownership interest and / or on control basis is provided as under: __ The list of beneficial owners as per materiality threshold for controlling ownership interest and / or on control basis is provided as under: S. No Name Address of the Beneficial Owner (Natural Person) Date of Birth Tax Residency Jurisdiction Nationality Whether acting alone or together, or through one or more natural person as group with their name address Beneficial Owner (BO) Group Percentage Shareholding / Capital/Profit Ownership in the FVCIs Tax Residency Number/ Social Security Number/ Passport Number of BO/ any other Government issued identity document number (example Driving Licence) [Please provide any] (1) (2) (3) (4) (5) (6) (7) (8) 10.2. Does it have few persons or persons of the same family holding beneficial ownership and control? Yes /No 11. Income details Particulars Details Source of Income: Please select the most appropriate: 1) Capital Gains 2) Income from Business/ Profession 3) No Income 4) Income from other Sources 5) Income from House Property b) Code for Business / Profession Code Business/Profession Code Business profession 01 Medical Profession and Business 11 Films, TV and such other entertainment 02 Engineering 12 Information Technology 03 Architecture 13 Builders and Developers 04 Chartered Accountant/ Accountancy 14 Members of Stock Exchange, Share Brokers and Sub-Brokers 05 Interior Decoration 15 Performing Arts and Yatra 06 Technical Consultancy 16 Operation of Ships, Hovercraft, Aircrafts or Helicopters 07 Company Secretary 17 Plying Taxis, Lorries, Trucks, Buses or other Commercial Vehicles 08 Legal Practitioner and Solicitors 18 Ownership of Horses or Jockeys 09 Government Contractors 19 Cinema Halls and Other Theatres 10 Insurance Agency 20 Others c) Gross Annual Income (in INR) d) Net worth (Asset less liabilities) (in INR): as on dd/mm/yyyy 12. Type of applicant: Please select the most appropriate category. Investment company, investment trust, investment partnership, pension fund, mutual fund, endowment fund, university fund, charitable institution or asset management company, investment manager or investment management company; any other investment vehicle incorporated or established outside India or any other entity incorporated or established outside India If any other entity or investment vehicle, please give details: 13. Type of entity: Please select one of the below options: 1) Private Company (R) 2) Public Company (U) 3) Body Corporate (D) 4) Financial Institution (S) 5) Non-Government Organisation (N) 6) Charitable Organisation (C) 14. Documents submitted as Proof of Identity (POI) and Proof of Address (POA) for KYC: Particulars Details a) Proof of identity (POI) b) Proof of Address (POA) 15. Whether the applicant or the applicant's authorized signatories/ Promoters/ Partners/ Trustees/ Whole Time Directors/Office bearer is a) A politically exposed person Yes/No b) Related to a politically exposed person Yes/No 16. Whether the applicant has provided with valid self-certification/ Foreign Account Tax Compliance Act (FATCA) / Common Reporting Standard (CRS) declaration form? Yes /Not applicable 17. Details of Regulatory authority by which the applicant is regulated (If applicable) Name Country Web-site Registration Number/Code with regulator, if any Category / Capacity in which the applicant is Regulated 18. Whether the applicant is coming through Global Custodian? Yes/No If yes, please provide name of Global custodian Name of Regulator Country of Regulator Registration Number/ code with regulator, if any Address 19. Details of the designated depository participant, custodian and Depository Participant: a). Details of Designated Depository Participant Name of the Designated Depository Participant SEBI Registration number for DDP/Custodian b) Details of Custodian Name of the Custodian SEBI Registration number for Custodian c) Details of Depository Participant Name of the Depository Participant SEBI Registration number for Depository Participant 20. Details of the designated bank Name of the Bank and Branch Address 21. Details of Prior association with Indian securities market Whether the applicant is/was anytime associated with Indian securities market in any capacity? Yes/No Name of the Entity Registered/ associated as SEBI Registration No. (if applicable) Period of registration 22. Whether the applicant already holds Permanent Account Number (PAN)? Yes/No If yes, please mention PAN: ------------------------ 2.3 Disciplinary History Whether there has been any instance of violation or non-adherence to the securities laws, code of ethics/conduct, code of business rules, for which the applicant or its parent/holding company or associate/or promoter/investment manager may have been subjected to criminal liability or suspended from carrying out its operations or the registration, has been revoked, temporarily or permanently or any regulatory actions that have resulted in temporary or permanent suspension of investment related operations in jurisdiction where the applicant is operating and has a bearing on obtaining FVCI registration for investing in India? Yes/No If yes, please mention details briefly in below box. For more details, enclose Annexure. Declaration and Undertaking: We_______________________________________, the applicant, in the capacity of _________________, do hereby declare that what is stated in the aforesaid application form (including the enclosed documents/annexures) is complete and true to the best of our information and belief. We undertake to inform you of any changes therein, immediately. In case any of the above information is found to be false or untrue or misleading or misrepresenting, we are aware that we may be held liable for it. We hereby apply for registration as Foreign Venture Capital Investor ( FVCI ) in accordance with the Securities and Exchange Board of India (Foreign Venture Capital Investor) Regulations, 2000. Further, we have read and understood the Securities and Exchange Board of India (Foreign Venture Capital Investor) Regulations, 2000, circulars issued thereunder, its operating guidelines, reply to frequently asked questions on FVCI regime provided by the Board and shall abide with any other terms and conditions specified by the Board from time to time. We hereby declare that we fulfil the eligibility criteria under the Securities and Exchange Board of India (Foreign Venture Capital Investor) Regulations, 2000 and we are eligible to register as a FVCI. Place: ------------------------------ Date: ------------------------- For and on behalf of applicant (Name of the applicant) Signature of Authorized Signatory Name of signatory Designation Date Dd/mm/yyyy ANNEXURE TO APPLICATION FORM A: Declaration Undertaking: 1. We have read and understood the extant Indian laws, rules, regulations including Securities and Exchange Board of India (Foreign Venture Capital Investors) Regulations, 2000, Foreign Exchange Management Act, 1999 (Act No. 42 of 1999) and rules regulations made thereunder, Depository and Depository Participants Regulations, circulars, guidelines issued therein and shall in relation to our activities as FVCI, at all times, comply with and subject ourselves to any other terms and conditions specified by the Board, Reserve Bank of India (RBI), Depository or any other regulators from time to time. 2. We undertake to provide additional information/documents (including KYC documents exempted by the Securities and Exchange Board of India and Reserve Bank of India)/ declarations and undertakings as may be required by you/demand from any regulator/law enforcement agency/exchange without delay to ensure compliance with the Prevention of Money Laundering Act, 2002 (Act No. 15 of 2003) and rules and regulations prescribed thereunder, FATF standards and circulars issued from time to time by the Board, RBI or any other regulators in compliance with said requirement. 3. We undertake to abide by operational instructions/ directives as may be issued by Securities and Exchange Board of India, Reserve Bank of India or any other authority from time to time under provisions of the Act or any other applicable law. 4. We authorize custodian to operate the account through Power of Attorney (PoA) and not to receive credits automatically into our account. 5. We authorize custodian to send statement of account in electronic form and we will ensure the confidentiality of the password of the email, as applicable 6. We authorize custodian to maintain appropriate house account details on depository platforms for the purpose of collection of monetary corporate benefits and any other similar activities on our behalf. B: Additional information 1. If segregated portfolio is maintained for each sub-funds or share classes/ equivalent structures of the applicant, names of such sub-funds or share classes/ equivalent structures that intend to invest in India. Sr. No. Name of sub-funds or share classes/ equivalent structures that intend to invest in India (BO declaration at point 10 of application form is required for each fund/sub-fund/share class/equivalent structure that invests in India) 2. Bank or subsidiary of bank declaration __ We are not a bank or a subsidiary of a bank __We are a bank or a subsidiary of a bank and we/ group companies have a branch office or representative office in India Name of entity __We are a bank or a subsidiary of a bank and we/group companies do not have any branch office or representative office in India 3. Does FVCI wish KRAs to seek consent prior to permitting any intermediary to download their KYC information? Yes/No If Yes, please provide below information Name of authorized representative of FVCI (optional) Email id 1 (Mandatory) : Email id 2 (Optional) : Email id 3 (Optional) : Mobile number (optional): 4. Information in respect of Authorized signatories to Form/ senior management of FVCI applicant Sr. No. Name Relations hip with Applicant (i.e. promoters, directors, Signatory etc.) PAN (if applicable) Nationality /Country of Residence Date of Birth (DD/MM/Y YYY Residential/ Registered Address Any Government issued identity document number (example driving license) (1) (2) (3) (4) (5) (6) (7) (8) 1. 5. Information regarding Intermediate Material Shareholder/ Owner Entity (For determining Beneficial owner details as per circular issued by the Board from time to time) a) Details on the basis of ownership or entitlement: __ We declare that there is no entity holding = __% of ownership/ entitlement through shares/units, economic benefit participation etc. including cumulative direct / indirect holding held through single or multiple entities. OR __ Details of entities holding = ------ % of ownership/ entitlement through shares/units, economic benefit participation etc. including cumulative direct / indirect holding held through single or multiple entities are provided as under: Name of Beneficial owner Direct / Indirect Stake Names of the entity(ies) through which the stake in the FVCI is held indirectly Country of Incorporation / Nationality Percentage stake held in the applicant Individual /Non- Individual b) Beneficial Ownership by Control: __ We declare that there is no entity who controls through means like voting rights, agreements, arrangements, etc. OR __ Details of controlling entity is provided as under: Name of Beneficial owner Method of Control (Give Details including names of the intermediate structures, if any, through which control is exercised ) Country of Incorporation / Nationality Percentage control on the applicant, if applicable Individual/Non- Individual Date: Name of Applicant: (Signature block for Applicant) Signature(s) of Authorised Person(s) PART B SECURITIES AND EXCHANGE BOARD OF INDIA (FOREIGN VENTURE CAPITAL INVESTORS) REGULATIONS, 2000 [See regulation 3(2)] CERTIFICATE OF REGISTRATION I. In exercise of the powers conferred by sub-section (1A) of section 12 of the Securities and Exchange Board of India Act, 1992 (the Act ), read with the regulations made thereunder the Board hereby grants a certificate of registration to _________________________________ as a foreign venture capital investor, subject to the conditions specified in the Act and in the regulations made thereunder. II. The Registration Number for the foreign venture capital investor is /.../.../.../.... III . The address of the foreign venture capital investor is __________________ IV . This certificate shall be valid till it is suspended, cancelled or surrendered in accordance with the Securities and Exchange Board of India (Foreign Venture Capital Investors) Regulations, 2000. Date: Place: By Order Signature Name and Designation of the Authorized Signatory of Designated depository participant Issued on behalf of Securities and Exchange Board of India SECOND SCHEDULE PAYMENT OF FEES APPLICABLE TO FOREIGN VENTURE CAPITAL INVESTOR [See regulation 3(3), regulation 7(3) and regulation 9] Registration Fee (1) Foreign venture capital investor shall pay registration fees of $2500 or any other amount specified by the Board from time to time, at the time of submission of the Form to the designated depository participant. Renewal Fee (2) Foreign venture capital investor shall pay renewal fees of $100 for every block of five years, to keep the registration in force. (3) The designated depository participants of the respective foreign venture capital investors shall collect the renewal fees in advance for every block of five years, from the beginning of the sixth year from the date of registration, from all the foreign venture capital investors registered by it, and remit the fees to the Board in the manner specified by the Board from time to time. (4) International or multilateral agency such as World Bank and other institutions, established outside India for providing aid, which have been granted privileges and immunities from payment of tax and duties by the Central Government shall be exempted from the payment of registration or renewal fees. Late Fee (5) If a foreign venture capital investor fails to pay the renewal fees within the specified due date and has cash or security in India, such foreign venture capital investor shall pay the renewal fee as specified above, along with a late fee equal to $5 per day for each day of delay in payment of renewal fee and the late fee shall be subject to maximum of $150. (6) Every designated depository participant shall remit the fees collected from the foreign venture capital investors during the immediate preceding month, to the Board, by 5th working day of every month, along with the details in the format, as may be specified from time to time. BABITHA RAYUDU,Executive Director [ADVT.-III/4/Exty./463/2024-25] Footnote: (1) Securities and Exchange Board of India (Foreign Venture Capital Investors) Regulations, 2000, the Principal Regulations, were published in the Gazette of India on September 15, 2000 vide S.O. No.832 (E). (2) The Securities and Exchange Board of India (Foreign Venture Capital Investors) Regulations, 2000 were subsequently amended: (a) on June 7, 2001 by the Securities and Exchange Board of India (Foreign Venture Capital Investors) (Amendment) Regulations, 2001 vide S.O. No. 501(E); (b) on September 27, 2002 by the Securities and Exchange Board of India (Procedure for Holding Enquiry by Enquiry Officer and Imposing Penalty) Regulations, 2002 vide S.O. No. 1045 (E); (c) on March 10, 2004 by the Securities and Exchange Board of India (Criteria for Fit and Proper Person) Regulations, 2004 vide S.O. No. 398(E); (d) on April 5, 2004 by the Securities and Exchange Board of India (Foreign Venture Capital Investors) (Amendment) Regulations, 2004 vide S.O. No. 469(E); (e) on September 4, 2006 by the Securities and Exchange Board of India (Foreign Venture Capital Investors) (Amendment) Regulations, 2006 vide S.O. 1443 (E); (f) on May 26, 2008 by the Securities and Exchange Board of India (Intermediaries) Regulations, 2008 vide No LAD-NRO/GN/2008/11/126538; (g) on June 29, 2009 by the Securities and Exchange Board of India (Payment of Fees) (Amendment) Regulations, 2009, vide No. LAD-NRO/GN/2009-10/11/167759; (h) on December 21, 2010 by the Securities and Exchange Board of India (Foreign Venture Capital Investors) (Amendment) Regulations, 2010, vide No.LAD-NRO/GN/ 2010-11/22/30364; (i) on May 21, 2012 by the Securities and Exchange Board of India (Alternative Investment Funds) Regulations, 2012, vide No. LAD-NRO/GN/2012-13/04/11262; (j) on December 30. 2014 by the Securities and Exchange Board of India (Foreign Venture Capital Investors) (Amendment) Regulations, 2014, vide No. LAD-NRO/GN/2014-15/20/1972; (k) on March 6, 2017 by the Securities and Exchange Board of India (Payment of Fees and Mode of Payment) (Amendment) Regulations, 2017, vide No. SEBI/LAD/NRO/GN/2016-17/037; (l) on April 17, 2020 by the Securities and Exchange Board of India (Regulatory Sandbox) (Amendment) Regulations, 2020 vide No. SEBI/LAD-NRO/GN/2020/10; (m) on August 3, 2021 by the Securities and Exchange Board of India (Regulatory Sandbox) (Amendment) Regulations, 2021 vide No. SEBI/LAD-NRO/GN/2021/30; (n) on November 9, 2022 by the Securities and Exchange Board of India (Payment of Fees) (Amendment) Regulations, 2022, vide No. SEBI/LAD-NRO/GN/2022/99; and (o) on February 7, 2023 by the Securities and Exchange Board of India (Payment of Fees and Mode of Payment) (Amendment) Regulations, 2023, vide No. SEBI/LAD-NRO/GN/2023/121.