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TMI BlogForeign Exchange Management (Transfer or Issue of Security by a Person Resident Outside India) (Second Amendment) Regulations, 2008X X X X Extracts X X X X X X X X Extracts X X X X ..... t Outside India) (Second Amendment) Regulations, 2008. (ii) Save as otherwise provided in these Regulations, the provisions of these Regulations shall come into force from the date of their publication in the Official Gazette. 2. Amendment of Regulation 2 - In the Foreign Exchange Management (Transfer or issue of Security by a Person Resident Outside India) Regulations 2000, (Notification No. FEMA 20/2000-RB dated 3rd May, 2000) (hereinafter referred to as 'the principal Regulations'), in Regulation 2, (A) for clause (ii), the following clause shall be substituted and shall be deemed to have been substituted with effect from the 1st day of May 2007, namely:- "(ii) 'Capital' means equity shares, preference shares and convertible debentures (B) after clause (iia), the following new clause shall be inserted and shall be deemed to have been inserted with effect from 1st day of May 2007, namely:- "(iib) 'preference shares' mean compulsorily and mandatorily convertible preference shares." (C) after clause (iib) as so inserted, the following new clause shall be inserted and shall be deemed to have been inserted with effect from the 8th day of June, 2007, namely:- "(iic)" "debentur ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ssion of Central Government if he has, as on January 12, 2005, an existing joint venture or technology transfer/trademark agreement in the same field as that of such Indian company." (b) after sub-paragraph (2) the following provision shall be inserted and shall be deemed to have been inserted with effect from the 12th day of January 2005, [1] namely:- "Provided that no prior permission of Central Government shall be required for investments to be made by Venture Capital Funds registered with. SEBI; investment by multinational., financial institutions; or where in the existing joint-venture investment by either of the parties is less than 3% or where the existing joint Venture/ collaboration is defunct or sick or for transfer of shares of an Indian company engaged in Information Technology sector or in the mining sector, if the existing joint- venture or technology transfer/trade mark agreement of the person to Whom the shares are to be transferred are also in the information Technology sector or in the mining sector or in the mining sector for same area/mineral". (ii) in paragraph 2, for sub-paragraph (1) the following shall be substituted and shall be deemed to have been subst ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... re D", the words "Form DR-Quarterly" shall be substituted. (vii) for paragraph 4B, the following new paragraph shall be substituted namely: "4B An Indian company may sponsor an Issue of ADRs/GDRs with an overseas depository against Shares held by its shareholder at a price to be determined under the provisions of the Scheme for Issue of Foreign Currency Convertible Bonds and Ordinary Shares (Through Depository Receipt Mechanism) Scheme 1993 and guidelines issued by the Government of India and the reporting requirements as directed by Reserve Bank, from time to time.' (viii) paragraph 5A shall be omitted. (ix) for paragraph 6, the following new paragraph shall be substituted, namely "6. Issue price of ADRs/GDRs The pricing of ADRs/GDRs to be issued to a person resident outside India shall be determined under the provisions of the Scheme for Issue of Foreign Currency Convertible Bonds and Ordinary Shares (Through Depository Receipt Mechanism) Scheme, 1993 and guidelines issued by the Government of India from time to time." (x) in paragraph 9, (i) in sub-paragraph (1), (a) in clause (A), for the word "report", the word "report in form specified in Annex C to this schedule" sh ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... of Schedule 5 In the principal Regulations, in Schedule 5, (i) for paragraph 1, the following new paragraph . shall be substituted, namely:- 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 paper issued by an Indian company and units of domestic mutual funds, Security Receipts issued by Asset Reconstruction Companies and Perpetual Debt instruments eligible for inclusion as Tier I capital and Debt capital instruments as upper Tier II capital issued banks in India to augment their capital (the definitions of Tier I capital and Tier, II capital Will be the same as clarified by Reserve Bank, Department of Banking Operations and Development and modified from time to time); subject to the limits prescribed by RBI and SEBI from time to time; either direct 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 (i ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... single NRI should not exceed 5 percent of each issue. Investment by NRIs in Debt capital instruments (Tier II) shall be in accordance with the extant policy for investment by NRIs in other debt instruments. ' [No. FEMA l79/2008-RB] SALIM GANGADHARAN, Chief General Manager Foot Note: The Principal Regulations were published in the Official Gazette vide G.S.R.No. 406 (E) dated May 8, 2000 in Part II, Section 3, sub-section (i) and subsequently amended as under: G.S.R.No. 158(E) dated 02.03.2001 G.S.R.No. 175(E) dated 13.03.2001 G.S.R.No. 182(E) dated 14.03.2001 G.S.R.No. 4(E) dated 02.01.2002 G.S.R.No. 574(E) dated 19.08.2002 G.S.R.No. 223(E) dated 18.03.2003 G.S.R.No. 225(E) dated 18.03.2003 G.S.R.No. 558(E) dated 22.07.2003 G.S.R.No. 835{E) dated 23.10.2003 G.S.R.No. 899(E) dated 22.11.2003 G.S.R.No. 12(E) dated 07.01.2004 G.S.R.No. 278(E) dated 23.04.2004 G.S.R.No. 454(E) dated 16.07.2004 G.S.R.No. 625(E) dated 21.09.2004 G.S.R.No 799(E) dated 08.12.2004 G.S.R.No. 201(E) dated 01.04.2005 G S R No 202(E) dated 01.04. 2005 G.S.R.No. 504(E) dated 25.07.2005 G.S.R.No. 505(E) dated 25.07.2005 G.S.R.No. 513(E) dated 29.07.2005 G.S.R.No. 738(E) dated 22.12.2005 ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... d Subject to declaration from the applicant that he has no existing joint venture for the same area and / or the particular mineral. 4. Coal & Lignite mining for captive consumption by power projects and iron & steel, cement production and other eligible activities permitted under the Coal Mines (Nationalisation)Act, 1973. 100% Automatic Subject to provisional of Coal Mines (Nationalization) Act, 1973. (www.coal.nic.in) 5. Mining and mineral separation of titanium bearing minerals and ores, its value addition and integrated activities, NB: FDI will not be allowed in mining 0f "prescribed substances" listed in government of India notification No. S.O. 6 1(E) dated 18.1.2006 issued by the Department of Atomic Energy. 100% FIPB Subject to sectoral Regulations and the Mines and Minerals (Development & Regulation) Act, 1957 and the following conditions- i. value addition facilities are set up within India along with transfer of technology; ii. disposal of tailings during the mineral separation shall be carried out in accordance with Regulations framed by the Atomic Energy Regulatory Board such as Atomic Energy (Radiation Protection) Rules, 2004 and the Atomic Energy (Sa ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... DGCA approval 100% Automatic Foreign airlines are allowed to participate in the equity of companies operating Helicopter and seaplane services. Also subject to sectoral Regulations. (www civilaviation.nic.in) 15. Other service under Civil Aviation Sector a. Ground Handling Services 74%- FDI 100%- for NRIs investment Automatic Subject to sectoral Regulations and security clearance. b. Maintenance and Repair organizations; flying training institutes; and technical training institutions 100% Automatic -- 16. Asset Reconstruction Companies 49% (only FDI) FIPB Where any individual investment exceeds 10% of the equity, provisions of Section 3(3)(f )of Securitization and Reconstruction of Financial Assets and Enforcement of security Interest Act, 2002 should be complied with (www.finmin.nic.in) 17. Banking - Private sector 74% (FDI+FII) within this limit, FII investment not to exceed 49% Automatic Subject to guidelines for setting up branches/subsidiaries of foreign banks issued by RBI. (www.rbi.org.in) 18. Broadcasting a. FM Radio FDI +FII investment up to 20% FIPB Subject to guidelines notified by Ministry of Information & Broadcasting (www.mib.nic.in) ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... y, stock Exchanges, Depositories and Clearing Corporations 49% (FDI+FII) FDI- 26% FII-23% FIPB FII purchases shall be restricted to secondary market. Subject to regulations specified by concerned Regulators 23. Credit Information Companies 49% (FDI+FII) Within this limit, FII investment not to exceed 24% FIPB Foreign Investment in CIC will be subject to Credit information Companies (Regulation) Act, 2005. Subject to regulation specified by concerned Regulators. 24. Industrial Parks both setting up and in established Industrial Parks. 100% Automatic Conditions in Press No. 2(2005) applicable for construction development projects would not apply provided the Industrial Parks meet with the under mentioned conditions- i. it would comprise of a minimum of 10 units and no single unit shall occupy more than 50% of the allocable area and ii. the minimum percentage of the area to be allocated for Industrial activity shall not be less than 66% of the total allocable area and; 25. Insurance 26% Automatic Subject to licensing by the Insurance Regulatory & Development Authority (www.irda.nic.in) 26. Investing companies in infrastructure/services sector (except telecom s ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... to sectoral Regulations issued by Ministry of Petroleum & Natural Gas.(www.petroleum.nic.in) 29. Print Media- a. Publishing of newspaper and periodicals dealing with news and current affairs 26% FIPB Subject to guideline notification by Ministry of Information & Broadcasting. (www.mib.nic.in) b. Publishing of scientific magazines/ specialty journals/ periodicals 100% FIPB Subject to guidelines issued by Ministry of Information & Broadcasting.(www.mib.nic.in) 30. Telecommunications a. Basic and cellular, Unified Access Services National/, International Long Distance, V-Sat, Public Mobile Radio Trunked Services (PMRTS),Global Mobile Personal Communications Services (GMPCS) and other value added telecom services 74% (Including FDI, FII, NRI FCCBs, ADRs, GDRs, convertible preference shares, and proportionate foreign equity in Indian promoters/ Investing Company) Automatic up to 49% FIPB beyond 49%. Subject to guidelines notified in the Press Note 3(2007 Series) dated April 19, 2007. b. ISP with gateways, radio- paging, end-to-end bandwidth. 74% Automatic up to 49%. FIPB beyond 49%. Subject to licensing and security requirements notified by the Department of ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... FEMA 20/2000-RB dated May 3, 2000.) Permanent Account Number (PAN) of the investee company given by the IT Department No. Particulars (In Block Letters) 1. Name of the Indian company Address of the Registered Office Fax Telephone e-mail 2. Details of the foreign investor/collaborator Name Address Country 3. Date of receipt of funds 4. Amount In foreign currency In Indian Rupees 5. Whether investment is under Automatic Route or Approval Route If Approval Route, give details (ref.no. of FIPB approval and date) Automatic Route/ Approval route 6 Name of the AD through whom the remittance is received 7. Address of the AD A copy of the FIRC evidencing the receipt of consideration for issue of shares/ convertible debentures as above is enclosed. (Authorised signatory of the AD) (Authorised signatory of the investee company) (Stamp) (Stamp) __________________________________________________________ FOR USE OF THE RESERVE BANK ONLY: Unique Identification Number for the remittance: Know Your Customer (KYC) Form in respect of the non-resident investor Registered Name of the Remitter/ Investor (Name, if the investor is an individual) Registration ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... 02 Preferential allotment / private placement 03 Rights 04 Bonus 05 Conversion of ECB 06 Conversion of royalty (including lump sum payments) 07 Conversion against import of capital goods by units in SEZ 08 ESOPs 09 Share Swap 10 Others (Specify) Total (b) Type of security issued No. Nature of security Number Maturity Face value Premium Issue Price per share Amount of inflow* 01 Equity 02 Compulsory Convertible Debentures 03 Compulsorily Convertible Preference shares 04 Others (please specify) Total * If there are more than one foreign investor/collaborator, separate Annex may be included for items 3 and 4. i) In case the issue price is greater than the face value please give break up of the premium received ii) * In case the issue is against conversion of ECB or royalty or lumpsum payment or against import of capital goods by units in SEZ, a Chartered Accountant's Certificate certifying the amount of the outstanding on the date of conversion (c) Break up of premium Amount Control Premium Non competition fee Others @ Total @ please specify the nature (d) Total Inflow (in Rupees) on account of issue of shares to non-residents ( ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... Regulation 6 of the RBI Notification No. FEMA 20/2000-RB dated 3rd May 2000, as amended from time to time. OR e) Shares issued are bonus shares. OR f) Shares have been issued under a scheme of merger and amalgamation of two or more Indian companies or reconstruction by way of de-merger or otherwise of an Indian company, duly approved by a court in India. OR g) Shares are issued under ESOP and the conditions regarding this issue have been satisfied 3. Shares haven issued in terms of SIA/FIBP approval No. __________dated ________ 4. We enclose the following documents in compliance with Paragraph 9(1) (B) of schedule 1 to Notification No. FEMA 20/2000-RB dated 3rd May, 2000.: (i) A certificate from our Company Secretary certifying that (a) all the requirements of the Companies Act, 1956 have been complied with; (b) terms and conditions of the Government approval, if 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 8 of Schedule 1 to Notification No. FEMA 20/2000- ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... overseas investments in the company both under Direct/ portfolio investment may be separately indicated. Please use end-March Market prices/exchange rates for compiling the relevant information. -------------------------------------- Permanent Account Number (PAN) of the Investee Company given by the IT Department No. Particulars (In Block Letters) 1. Name Address State Registration No. given by the Registrar of .Companies 2. Name of the Contact Person: Designation: Tel. E-mail: Fax: 3. Account closing date: 4. Details of changes if any, with regard to information furnished earlier (Change in name of company/ Change of location, activities, etc.) 5. Whether listed company or unlisted company Listed/ unlisted 5.1 If listed, i) Market value per share as at end-March ii) Net Asset Value per share as or date of latest Audited Balance Sheet 5.2 If unlisted, Net Asset Value per share as on date of latest Audited Balance-Sheet 6. Foreign Direct Investment (FDI) Amount in Lakhs of Rupees Foreign Liabilities in India* Foreign Assets Outside India "&" Outstanding at end- March of Previous Year Outstanding at end-March of Current Year Outstanding at ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... tition Free in case of transactions not involving issue of shares, viii) Non - cash acquisition of shares against technical transfer, plant and machinery, goodwill, business development and similar considerations and ix) investment in immovable property made during the year + Under foreign liabilities, for retained earnings (undistributed profit), please furnish the proportionate amount as per the share holding of non- resident investors (Direct investors). Similarly under foreign assets outside India, the retained earnings of your company would be proportionate to your shareholding of ordinary shares in the non-resident enterprise. ∞ Note: Asper details of the Loans availed of by our company are collected through Authorised Dealers separately by Foreign Exchange Department of the Reserve Bank of India in ECB returns, the details of external loans availed by your company need not be filled in. however, the external loans exterided by your company to non-residents enterprise other than WOS/JVs outside India should be reported under "Foreign Assets Outside India" ® Please indicate the number of persons recruited by your company during the financial year for which the ret ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ed (in US $) 21. Amount repatriated (in US $) Certified that all the conditions laid down by Government of India and Reserve Bank of India have been complied with. Sd/- Sd/- Chartered Accountant Authorised Signatory of the Company Form DR - Quarterly [Refer to paragraph 4(3) of Schedule 1] Quarterly Return (to be submitted to the Reserve Bank of India, Foreign In Division, Central Office. Mumbai) 1. Name of the 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/ADRs still outstanding 11. Company's share price at the end of the quarter 12. GDRs/ADR price quoted on overseas stock exchange as at the end of the quarter Certified that the funds raised through GDRs/ADRs have not been invested in stock market or real estate. Sd/- Sd/- Chartered Accountant Authorised Signatory of the Company Note :- 1. This Regulation is given retrospective effect from 12th day of January, 2005, that is, ..... X X X X Extracts X X X X X X X X Extracts X X X X
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