TaxTMI 
TaxTMI 
Master Circular on Foreign Investment in India
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....ed May 3, 2000; (iii) Investment in capital of partnership firms or proprietary concern which is regulated in terms of Section 2(h) of Section 47 of Foreign Exchange Management Act, 1999, read with Notification No. FEMA 24/2000-RB dated May 3, 2000. 2. This Master Circular is being issued with a sunset clause of one year. This circular will stand withdrawn on July 1, 2010 and be replaced by an updated Master Circular on the subject. Yours faithfully, (Salim Gangadharan) Chief General Manager-in-Charge Click here to download Master Circular ============= Document 1 Part - I Foreign Investments in India-Schematic Representation: Foreign Investments Foreign Direct Investments Foreign Portfolio Investments Other investments (G-Sec, NCDs, etc) Foreign Venture Capital Investments Investments on non-repatriable basis Automatic Route Govt. Route NRIs, PIO NRIs, PIO FIIs Fils Persons Resident outside India NRIs, PIO SEBI regd. FVCIs VCF, IVCUs INDIA . SER RES SERV BANK OF INDEX PART - I 0 Foreign Investments in India-Schematic Representation: 0 1. For....
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.... PART II 32 Acquisition and Transfer of Immovable Property in India. 32 1. Acquisition and Transfer of Immovabe Property in India 32 Website :www.fema.rbi.org.in Email : [email protected] 2. Purchase / Sale of Immovable Property by Foreign Embassies / Diplomats / Consulate 2. Purchase / Sale of Immovable Property by Foreign Embassies / Diplomats / Consulate General. 33 3. Acquisition of Immovable Property for carrying on a permitted activity 33 4. Repatriation of sale proceeds. 34 5. Prior permission to citizens of certain countries for acquisition or transfer of immovable property in India 34 PART III 36 Establishment of Branch / Liaison / Project Offices in India 36 1. Application to RBI 36 2. Liaison Office. 36 3. Liaison Office of foreign Insurance Companies. 37 4. Branch Offices 37 5. Branch Office in Special Economic Zones (SEZs) 38 6. Branches of Banks 38 7. Project Offices 39 8. Opening of Foreign Currency Account. 39 9. Intermittent remittances by Project Offices in India 40 10. General conditions 40 11. Closure of Offices 40 PART IV 42 INVESTMENT IN PARTNERSHIP FIRM / PROPRIETARY CONCERN 42 1.....
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....collaboration is defunct or sick or for issue 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 1 "Shares" mentioned in this Master Circular means equity shares, "convertible debentures" means fully and mandatorily convertible debentures and "preference shares" means fully and mandatorily convertible preference shares [cf. A. P. (DIR Series) Circular Nos. 73 & 74 dated June 8, 2007] ANK OF issued are also in the Information Technology sector or in the mining sector for same area / mineral. Entry route for non-resident investors in India as well as sector-specific investment limits in India are given in Annex -1. (ii) FDI Policy is formulated by the Government of India. The policy and procedures in respect of FDI in India is available in "the Manual on Investing in India - Foreign Direct Investment, Policy & Procedures". This document is available in public domain and can be downloaded from the website of Ministry of Commerce and Industry, Department of Industrial Policy and Promotion - http://www.dipp.ni....
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...., (e) an association of persons or a body of individuals, whether incorporated or not, (f) every artificial juridical person, not falling within any of the preceding sub-clauses, and (g) any agency, office or branch owned or controlled by such person; · "person resident in India" means-[As per FEMA Sec 2( v)] (i) a person residing in India for more than one hundred and eighty-two days during the course of the preceding financial year but does not include- (A) a person who has gone out of India or who stays outside India, in either case- (a) for or on taking up employment outside India, or (b) for carrying on outside India a business or vocation outside India, or (c) for any other purpose, in such circumstances as would indicate his intention to stay outside India for an uncertain period; (B) a person who has come to or stays in India, in either case, otherwise than- (a) for or on taking up employment in India, or (b) for carrying on in India a business or vocation in India, or (c) for any other purpose, in such circumstances as would indicate his intention to stay in India for an uncertain period; (ii) any person or body corporate regist....
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....ould be reckoned as part of equity under the FDI Policy. 6. Investments in Small Scale Industrial (SSI) units (i) A foreign investor can invest in an Indian company which is a Small Scale Industrial Unit provided it is not engaged in any activity which is prohibited under the Website :www.fema.rbi.org.in Email : [email protected] 4 SERY BANK OF FDI policy. Such investments are subject to a limit of 24 per cent of paid-up capital of the Indian company/SSI unit. An SSI unit can issue equity shares / fully and mandatorily convertible preference shares / fully and mandatorily convertible debentures more than 24 per cent of its paid-up capital if: a) It has given up its small scale unit status, b) It is not engaged or does not propose to engage in manufacture of items reserved for small scale sector, and c) It complies with the sectoral caps specified in Annex-1. (ii) It is clarified that the Indian company / SSI Unit would be reckoned as having given up its SSI status, if the investment in plant and machinery exceeds the limits prescribed under the Micro, Small and Medium Enterprises (MSME) Development Act, 2006. (iii) An SSI unit, which is an Expo....
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....rance from the Reserve Bank. iii. Investment by SEBI Registered FIIs is permitted only through purchases in the secondary market to an extent of 24 per cent. iv. No FII can individually hold directly or indirectly more than 10 per cent of the equity. 10. Investment in Commodity Exchanges Foreign investment in Commodity Exchanges is permitted subject to the following conditions: i. There is a composite ceiling of 49 per cent for Foreign Investment, with a FDI limit of 26 per cent and an FII limit of 23 per cent. ii. FDI will be allowed with specific prior approval of the FIPB. iii. The FII purchases in equity of Commodity Exchanges are restricted to the secondary markets only. iv. Foreign Investment in Commodity Exchanges is also subject to compliance with the regulations issued, in this regard, by the Forward Market Commission. Website :www.fema.rbi.org.in Email : [email protected] 6 NE OF 11. Investment in Public Sector banks FDI and Portfolio Investment in nationalised banks are subject to overall statutory limits of 20 per cent as provided under Section 3 (2D) of the Banking Companies (Acquisition & Transfer of Undertakings) Acts, 1970....
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....of shares under Scheme of Merger / Amalgamation Mergers and amalgamations of companies in India are usually governed by an order issued by a competent Court on the basis of the Scheme submitted by the companies undergoing merger/amalgamation. Once the scheme of merger or amalgamation of two or more Indian companies has been approved by a Court in India, the transferee company or new company is allowed to issue shares to the shareholders of the transferor company resident outside India, subject to the conditions that : (i) the percentage of shareholding of persons resident outside India in the transferee or new company does not exceed the sectoral cap, and (ii) the transferor company or the transferee or the new company is not engaged in activities which are prohibited under the FDI policy (refer para 3 above). 17. Issue of shares under Employees Stock Option Scheme (ESOPs) i) Listed Indian companies are allowed to issue shares under the Employees Stock Option Scheme (ESOPs), to its employees or employees of its joint venture or wholly owned subsidiary abroad who are resident outside India, other than to the citizens of Pakistan. Citizens of Bangladesh can invest with....
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....nt, the amount of consideration so received should be refunded immediately to the non-resident investor by outward remittance through normal banking channels or by credit to the NRE/FCNR (B) account, as the case may be. Non- compliance with the above provision would be reckoned as a contravention under FEMA and could attract penal provisions. In exceptional cases, refund of the Website :www.fema.rbi.org.in Email : [email protected] 9 BANK OF amount of consideration outstanding beyond a period of 180 days from the date of receipt may be considered by the Reserve Bank, on the merits of the case. (iii) Reporting of issue of shares (a) After issue of shares (including bonus and shares issued on rights basis) and shares issued under ESOP)/fully and mandatorily convertible debentures / fully and mandatorily preference shares, the Indian company has to file Form FC- GPR, enclosed in Annex - 8, not later than 30 days from the date of issue of shares. The form can also be downloaded from the Reserve Bank's website http://www.rbi.org.in/Scripts/BS_ViewFemaForms.aspx. (b) Part A of Form FC-GPR has to be duly filled up and signed by Managing Director/Director/Secretar....
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.... units in SEZs has to be reported in FC- GPR form. 19. Issue Price Price of shares issued to persons resident outside India under the FDI Scheme, shall be on the basis of SEBI guidelines in case of listed companies. In case of unlisted companies, valuation of shares has to be done by a Chartered Accountant in accordance with the guidelines issued by the erstwhile Controller of Capital Issues (CCI). 20. Foreign Currency Account Indian companies which are eligible to issue shares to persons resident outside India under the FDI Scheme will be allowed to retain the share subscription amount in a Foreign Currency Account, with the prior approval of Reserve Bank. 21. Transfer of Shares and convertible debentures (i) Foreign investors can also invest in Indian companies by purchasing / acquiring existing shares from Indian shareholders or from other non-resident shareholders. General permission has been granted to non-residents / NRIs for acquisition of shares by way of transfer subject to the following: a. A person resident outside India (other than NRI and OCB) may transfer by way of sale or gift, the shares or convertible debentures to any person resident outside I....
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.... Email : [email protected] 12 "RES SERY BANK OF g. The above General Permission also covers transfer by a resident to a non- resident of shares / convertible debentures of an Indian company, engaged in an activity earlier covered under the Government Route but now falling under Automatic Route of RBI, as well as transfer of shares by a non-resident to an Indian company under buyback and / or capital reduction scheme of the company. However, this General Permission is not available in case of transfer of shares / debentures, from a Resident to a Non-Resident / Non- Resident Indian, of an entity engaged in any activity in the financial services sector (i.e. Banks, NBFCs, ARCs, CICs ,Insurance and infrastructure providers in the securities market such as Stock Exchanges, Clearing Corporations, Depositories, etc.). (ii) Reporting of transfer of shares between residents and non-residents and vice versa is to be done in Form FC-TRS (enclosed in Annex - 9). The form FC-TRS should be submitted to the AD Category - I bank, within 60 days from the date of receipt of the amount of consideration. The onus of submission of the form FC- TRS within the given timeframe would be on....
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.... equity instruments where the non-resident acquirer proposes deferment of payment of the amount of consideration, prior approval of the Reserve Bank would be required. Further, in case approval is granted for a transaction, the same should be reported in form FC-TRS, duly certified by the AD Category - I bank, within 60 days from the date of receipt of the full and final amount of consideration. (ii) The following instances of transfer of shares from residents to non-residents by way of sale or otherwise requires Government approval followed by permission from RBI: a. Transfer of shares of companies engaged in sectors falling under the Government Route. b. Transfer of shares resulting in foreign investments in the Indian company, breaching the sectoral cap applicable. Website :www.fema.rbi.org.in Email : [email protected] 14 Y . RESERY BANK OF (iii) A person resident in India, who intends to transfer any security, by way of gift to a person resident outside India, has to obtain prior approval from Reserve Bank8. While forwarding applications to Reserve Bank for approval for transfer of shares by way of gift, the documents mentioned in Annex - 4 should be e....
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....laborators. (ii) General permission is also available for issue of shares / preference shares against lump-sum technical know-how fee, royalty, under automatic route or SIA / FIPB route, subject to pricing guidelines of SEBI / CCI and compliance with applicable tax laws. (iii) Units in Special Economic Zones (SEZs) are permitted to issue equity shares to non-residents against import of capital goods subject to the valuation done by a Committee consisting of Development Commissioner and the appropriate Customs officials. (iv) Reporting Details of issue of shares against conversion of ECB has to be reported to the Regional Office concerned of the Reserve Bank, as indicated below: a. In case of full conversion of ECB into equity, the company shall report the conversion in form FC-GPR to the Regional Office concerned of the Reserve Bank as well as in form ECB-2 to the Department of Statistics and Information Management (DSIM), Reserve Bank of India, Bandra-Kurla Complex, Mumbai - 400 051, within seven working days from the close of month to which it relates. The words "ECB wholly converted to equity" shall be clearly indicated on top of the ECB-2 form. Once reported, fil....
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....e India by a Depository bank, on behalf of an Indian company, which represent the local Rupee denominated equity shares of the company held as deposit by a Custodian Website :www.fema.rbi.org.in Email : [email protected] 17 SERY BANK OF bank in India. DRs are traded on Stock Exchanges in the US, Singapore, Luxembourg, etc. DRs listed and traded in the US markets are known as American Depository Receipts (ADRs) and those listed and traded elsewhere are known as Global Depository Receipts (GDRs). In the Indian context, DRs are treated as FDI. ii) Indian companies can raise foreign currency resources abroad through the issue of ADRs/GDRs, in accordance with 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 thereunder from time to time. iii) A company can issue ADRs / GDRs if it is eligible to issue shares to persons resident outside India under the FDI Scheme. However, an Indian listed company, which is not eligible to raise funds from the Indian Capital Market including a company which has been restrained from accessing the securitie....
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....ible to invest in India and entities prohibited to buy, sell or deal in securities by SEBI will not be eligible to subscribe to ADRs / GDRs issued by Indian companies. ix) The pricing of ADR / GDR issues should be made at a price determined under the provisions of the Scheme of 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 the Reserve Bank, from time to time. x) The pricing of sponsored ADRs/GDRs would be determined under the provisions of the Scheme of 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 the Reserve Bank, from time to time. 27. Two-way Fungibilty Scheme [ A limited two-way Fungibility scheme has been put in place by the Government of India for ADRs / GDRs. Under this Scheme, a stock broker in India, registered with SEBI, can purchase shares of an Indian company from the market for conversion into ADRs/GDRs based on instructions receive....
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....l permission to SEBI registered FIIs/sub-accounts to invest under the PIS. (i) Shareholding (a) Total shareholding of each FII/sub-account under this Scheme shall not exceed 10 per cent of the total paid up capital or 10 per cent of the paid up value of each series of convertible debentures issued by the Indian company. (b) Total holdings of all FIIs /sub-accounts put together shall not exceed 24 per cent of the paid-up capital or paid-up value of each series of convertible debentures. This limit of 24 per cent can be increased to the sectoral cap / statutory limit, as applicable to the Indian company concerned, by passing a resolution of its Board of Directors followed by a special resolution to that effect by its General Body. (c) A domestic asset management company or portfolio manager, who is registered with SEBI as an FII for managing the fund of a sub-account can make investments under the Scheme on behalf of; i. a person resident outside India who is a citizen of a foreign state, or ii. 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. Investment....
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....me to time as well as the stipulations regarding collateral securities as directed by the Reserve Bank from time to time. The SEBI registered FII / sub-account may open a separate account under their Special Non-Resident Rupee Account through which all receipts and payments pertaining to trading / investment in exchange traded derivative contracts will be made (including initial margin and mark to market settlement, transaction charges, brokerage, etc.). Further, transfer of funds between the Special Non-Resident Rupee Account and the separate account maintained for the purpose of trading in exchange traded derivative contracts can be freely made. However, repatriation of the Rupee amount will be made only through their Special Non-Resident Rupee Account subject to payment of relevant taxes. The AD Category - I banks have to keep proper records of the above mentioned separate account and submit them to the Reserve Bank as and when required. (ii) FIIs are allowed to offer foreign sovereign securities with AAA rating as collateral to the recognised Stock Exchanges in India for their transactions in derivatives segment. SEBI approved clearing corporations of stock exchanges and the....
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..... Private placement with FIIs SEBI registered FIIs have been permitted to purchase shares / convertible debentures of an Indian company through offer/private placement, subject to the ceilings prescribed, i.e. individual FII/sub account -10 per cent and all FIIs/sub- accounts put together - 24 per cent of the paid-up capital of the Indian company or to the sectoral limits, as applicable. Indian company is permitted to issue such shares provided that: 9 Addressed to the Chief General Manager-in-charge, Reserve Bank of India, Foreign Exchange Department, Foreign Investment Division, Central Office, Mumbai. Website :www.fema.rbi.org.in Email : [email protected] 24 RES SERV & BANK OF a) in the case of public offer, the price of shares to be issued is not less than the price at which shares are issued to residents; and b) in the case of issue by private placement, the price is not less than the price arrived at in terms of SEBI guidelines or guidelines issued by the erstwhile Controller of Capital Issues, as applicable. Purchases can also be made of compulsorily and mandatorily Convertible Debentures / Right Renunciations / Units of Domestic Mutual Fund Sche....
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.... of foreign exchange through normal banking channels or out of funds held in NRE/FCNR(B) account maintained in India. If the shares are purchased on non-repatriation basis, the NRIs can also utilise their funds in NRO account in addition to the above. (iv) The link office of the designated branch of an AD Category - I bank shall furnish to the Reserve Bank11, a report on a daily basis on PIS transactions undertaken by it, such report can be furnished on-line or on a floppy to the Reserve Bank. (v) Shares purchased by NRIs on the stock exchange under PIS cannot be transferred by way of sale under private arrangement or by way of gift (except by NRIs to their relatives as defined in Section 6 of Companies Act, 1956 or to a charitable trust duly registered under the laws in India) to a person resident in India or outside India without prior approval of the Reserve Bank. (vi) NRIs are allowed to invest in Exchange Traded Derivative Contracts approved by SEBI from time to time out of Rupee funds held in India on non-repatriation basis subject to the limits prescribed by SEBI. 9. Monitoring of investment position by RBI Reserve Bank monitors the investment position of FIIs....
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....VCF is defined as a fund established in the form of a trust, a company including a body corporate and registered under the Securities and Exchange Board of India (Venture Capital Fund) Regulations, 1996 which has a dedicated pool of capital raised in a manner specified under the said Regulations and which invests in Venture Capital Undertakings in accordance with the said Regulations. (ii) FVCIs can purchase equity / equity linked instruments / debt / debt instruments, debentures of an IVCU or of a VCF through initial public offer or private placement in units of schemes / funds set up by a VCF. At the time of granting approval, the Reserve Bank permits the FVCI to open a Foreign Currency Account and/or a Rupee Account with a designated branch of an AD Category - I bank. (iii) The purchase / sale of shares, debentures and units can be at a price that is mutually acceptable to the buyer and the seller. (iv) AD Category - I banks can 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 has to be deducted from the eligible cover to arrive at the actual ....
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....ted securities (other than bearer securities) or treasury bills or units of domestic mutual funds; bonds issued by a public sector undertaking (PSU) in India and shares in Public Sector Enterprises being disinvested by the Government of India, provided the purchase is in accordance with the terms and conditions stipulated in the notice inviting bids. 2. Purchase of other securities by FIIs Foreign Institutional Investors (FIIs) can buy on repatriation basis dated Government securities / treasury bills, listed non-convertible debentures / bonds issued by Indian companies and units of domestic mutual funds either directly from the issuer of such securities or through a registered stock broker on a recognized stock exchange in India. Purchase of debt instruments by FIIs are subject to limits notified by SEBI and the Reserve Bank from time to time. 3. Investment by Multilateral Development Banks (MDBs) A Multilateral Development Bank (MDB) which is specifically permitted by the Government of India to float rupee bonds in India can purchase Government dated securities. 4. Foreign Investment in Tier I and Tier II instruments issued by banks in India (i) FIIs registered ....
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....e, Foreign Exchange Department, Reserve Bank of India, Foreign Investment Division, Central Office, Central Office Building, Mumbai 400 001. Website :www.fema.rbi.org.in Email : [email protected] 31 INDIA . SEE RESERY BANK OF Part II Acquisition and Transfer of Immovable Property in India. 1. Acquisition and Transfer of Immovabe Property in India 1) A person resident outside India who is a citizen of India (NRI13) can acquire by way of purchase, any immovable property in India other than agricultural land / plantation property / farm house. He can transfer any immovable property other than agricultural or plantation property or farm house to: i. A person resident outside India who is a citizen of India or ii. A person of Indian origin resident outside India or iii. A person resident in India. 2) He may transfer agricultural land / plantation property / farm house acquired by way of inheritance, only to Indian citizens permanently residing in India. 3) Payment for acquisition of property can be made out of: i. Funds received in India through normal banking channels by way of inward remittance from any place outside India, or ii. F....
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.... General Foreign Embassy / Consulate as well as Diplomatic personnel in India are allowed to purchase/ sell immovable property in India other than agricultural land / plantation property / farm house provided (i) clearance from Government of India, Ministry of External Affairs is obtained for such purchase / sale, and (ii) the consideration for acquisition of immovable property in India is paid out of funds remitted from abroad through banking channel. 3. Acquisition of Immovable Property for carrying on a permitted activity A branch, office or other place of business, (excluding a liaison office) in India of a foreign company established with requisite approvals wherever necessary, is eligible to acquire immovable property in India which is necessary for or incidental to carrying on such activity provided that all applicable laws, rules, regulations or Website :www.fema.rbi.org.in Email : [email protected] 33 directions in force are duly complied with. The entity / person concerned is required to file a declaration in the form IPI (Annex - 12) with the Reserve Bank, within ninety days from the date of such acquisition. The non-resident is eligible to transfer b....
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....roval of the Reserve bank cannot transfer such property without prior permission of the Reserve Bank. Website :www.fema.rbi.org.in Email : [email protected] 35 INDIA . SEE RESERY INT BANK OF Part III Establishment of Branch / Liaison / Project Offices in India 1. Application to RBI Companies incorporated outside India, desirous of opening a Liaison / Branch Office in India have to make an application in form FNC-1 (Annex - 13) to the Reserve Bank15, along with the following documents: . English version of the Certificate of Incorporation / Registration or Memorandum & Articles of Association attested by Indian Embassy / Notary Public in the Country of Registration. . Latest Audited Balance Sheet of the applicant entity. 2. Liaison Office Companies which are incorporated outside India can establish Liaison Office in India with the specific approval of the Reserve Bank. A Liaison Office (also known as Representative Office) can undertake only liaison activities, i.e. it can act as a channel of communication between Head Office abroad and parties in India. It is not allowed to undertake any business activity in India and cannot earn any i....
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....ering technical support to the products supplied by parent/group companies. 2) Retail trading activities of any nature is not allowed for a Branch Office in India. 3) A Branch Office is not allowed to carry out manufacturing, processing activities in India, directly or indirectly. 4) Branch Offices are permitted to acquire property for their own use and to carry out the permitted / incidental activities but not for leasing or renting out the property. 16 Procurement of goods for export and sale of goods after import are allowed only on wholesale basis. Website :www.fema.rbi.org.in Email : [email protected] 37 ANK OF However, entities from Pakistan, Bangladesh, Sri Lanka, Afghanistan, Iran or China are not allowed to acquire immovable property in India even for a Branch Office. These entities are allowed to lease such property for a period not exceeding five years. Entities from Nepal are allowed to establish only Liaison Offices in India. 5) Profits earned by the Branch Offices are freely remittable from India, subject to payment of applicable taxes. 6) Branch Offices have to submit Annual Activity Certificates from Chartered Accountants to the Re....
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....ment in foreign currency. iii. Each Project can open two Foreign Currency Accounts. iv. The permissible debits to the account shall be payment of project related expenditure and credits shall be foreign currency receipts from the Project Sanctioning Authority, and remittances from parent/group company abroad or bilateral / multilateral international financing agency. V. The responsibility of ensuring that only the approved debits and credits are allowed in the Foriegn Currency Account shall rest solely with the branch concerned of the AD. Further, the Accounts shall be subject to 100 per cent scrutiny by the Concurrent Auditor of the respective AD banks. vi. The Foreign Currency account has to be closed at the completion of the Project. Website :www.fema.rbi.org.in Email : [email protected] 39 "REST SERY & BANK OF 9. Intermittent remittances by Project Offices in India (i) AD Category - I bank can permit intermittent remittances by Project Offices pending winding up / completion of the project provided they are satisfied with the bonafides of the transaction, subject to the following: a) The Project Office submits an Auditors' / Chartered Accou....
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.... closure of Branch Offices, the entities have to approach the Central Office of the Reserve Bank for approval, with the same set of documents as mentioned above. Website :www.fema.rbi.org.in Email : [email protected] 41 INDIA . SE RESERY INT BANK OF Part IV Investment in Partnership Firm / Proprietary Concern 1. Investment in Partnership Firm / Proprietary Concern A Non-Resident Indian17 (NRI) or a Person of Indian Origin18 (PIO) resident outside India can invest by way of contribution to the capital of a firm or a proprietary concern in India on non-repatriation basis provided; i. Amount is invested by inward remittance or out of NRE / FCNR(B) / NRO account maintained with Authorised Dealers / Authorised banks. ii. The firm or proprietary concern is not engaged in any agricultural / plantation or real estate business (i.e. dealing in land and immovable property with a view to earning profit or earning income there from) or print media sector. iii. Amount invested shall not be eligible for repatriation outside India. 2. Investments with repatriation benefits NRIs / PIO may seek prior permission of Reserve Bank19 for investment in so....
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....gro and allied sectors. 100% Automatic --- NB: Besides the above, FDI is not allowed in any other agricultural sector /activity 2. Tea Sector, including tea plantation NB: Besides the above, FDI is not allowed in any other plantation sector /activity 100% FIPB Subject to divestment of 26% equity in favour of Indian partner/Indian public within 5 years and prior approval of State Government concerned in case of any change in future land use. INDUSTRY MINING 3. Mining covering exploration and mining of diamonds & precious stones; gold, silver and minerals. 100% Automatic Subject to Mines & Minerals (Development & Regulation) Act, 1957 (www.mines.nic.in) Press Note 18 (1998) and Press Note 1 (2005) are not applicable for setting up 100% Email : [email protected] Website :www.fema.rbi.org.in 44 INDIA. SE RESER & BANK OF owned subsidiaries in so far as the mining sector is concerned, subject to a 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 activi....
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....VIL AVIATION SECTOR 13 Airports- a. Greenfield projects 100% Automatic Subject to sectoral Regulations notified by Ministry of Civil Aviation (www.civilaviation.nic. in) b. Existing projects 100% FIPB beyond 74% Subject to sectoral Regulations notified by Ministry of Civil Aviation (www.civilaviation.nic. in) Email : [email protected] Website :www.fema.rbi.org.in 46 E BANK OF 14. Air Transport Services including Domestic Scheduled Passenger Airlines; Non- Schedules Airlines; Chartered Airlines; Cargo Airlines; Helicopter and Seaplane Services a. Scheduled Air Transport Services/ Domestic Scheduled Passenger Airline 49%- FDI; 100%- for NRIs investment Automatic Subject to no direct or indirect participation by foreign airlines and Sectoral Regulations. (www.civilaviation.nic. in) b. Non-Scheduled Air Transport Service / Non-Scheduled airlines, Chartered airlines, and Cargo airlines 74%- FDI 100%- for NRIs investment Automatic Subject to no direct or indirect participation by foreign airlines in Non- Scheduled and Chartered airlines. Foreign airlines are allowed to participate in the equity of companies operating Cargo airlines. Also subject to sectora....
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....ied by concerned Regulators. 20. Construction Development 100% Automatic Subject to conditions notified vide Press Note 2 Website :www.fema.rbi.org.in Email : [email protected] 48 तीय रिजरà¥à¤µ BANK OF projects, including housing, commercial premises, resorts, educational institutions, recreational facilities, city and regional level infrastructure, townships. NB: FDI is not allowed in Real Estate Business (2005 Series) including: a. Minimum capitalization of US$ 10 million for wholly owned subsidiaries and US$ 5 million for joint venture. The funds would have to be brought within six months of commencement of business of the Company. b. Minimum area to be developed under each project- 10 hectares in case of development of serviced housing plots; and built-up area of 50,000 sq. mts. in case of construction development project; and any of the above in case of a combination project. [Note 1: For investment by NRIs, the conditions mentioned in Press Note 2 (2005) are not applicable. Note 2: For investment in SEZs, Hotels & Hospitals, conditions mentioned in Press Note 2(2005) are not applicable ] 21. Courier se....
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....sory Services Financial Consultancy FDI up to 51%; US$ 5 million to be brought upfront for FDI above 51% and up to 75%; and US$ 50 million out of which US$ 7.5 million to be brought upfront and the balance in 24 months, for FDI beyond 75% and up to 100%. vi) Stock Broking b. Minimum capitalization vii) Asset Management [ norms for non-fund based NBFC activities- US$ 0.5 million. viii) Venture Capital c. Foreign investors can set ix) x) Custodial Services Factoring up 100% operating subsidiaries without the condition to disinvest a minimum of 25% of its equity to Indian entities subject to bringing in xi) xii) Credit Rating Agencies Leasing & Finance US$ 50 million without any restriction on number of operating subsidiaries without bringing additional xiii) Housing Finance capital. d. Joint venture operating xiv) Forex Broking NBFCs that have 75% or less than 75% foreign investment will also be XV) Credit card Business allowed to set up subsidiaries for undertaking other NBFC xvi) Money changing business activities subject to the subsidiaries also complying with the applicable minimum xvii) Micro credit capital inflow. xviii) e. C....
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....ements, where required. (www.dotindia.com) FIPB beyond 49%. d. (c) electronic mail and voice mail. Manufacture of telecom equipments 100% Automatic Subject to sectoral requirements. (www.dotindia.com) 31. Trading a. Wholesale/cash & carry trading 100% Automatic b. Trading for Exports 100% Automatic C. Trading of items sourced from small scale sector 100% FIPB d. Test marketing of such items for which a company has approval for manufacture 100% FIPB Subject to the condition that the test marketing approval will be for a period of two years and investment in setting up manufacturing facilities commences simultaneously with test marketing. e. Single Brand Product retailing 51% FIPB Subject to guidelines for FDI in trading issued by Department of Industrial Policy & Promotion vide Press Note 3 (2006 Series) dated February 10, 2006. 32. Satellites - Establishment and operation 74% FIPB Subject to sectoral guidelines issued by Department of Space / ISRO. (www.isro.org) 33. Special Economic Zones and Free Trade Warehousing 100% Automatic Subject to Special Economic Zones Act, 2005 and the Foreign Trade Policy. (www.sezindia.nic.in) Website :www.fema.rbi.or....
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....-resident), (b) buyer (resident/non-resident), (c) duly authorized agent/s of the seller and/or buyer, (d) Authorised Dealer bank (AD) branch and (e) Indian company, for recording the transfer of ownership in its books. 2. Pricing Guidelines 2.1 The under noted pricing guidelines are applicable to the following types of transactions: i. Transfer of shares, by way of sale under private arrangement by a person resident in India to a person resident outside India. ii. Transfer of shares, by way of sale under private arrangement by a person resident outside India to a person resident in India. 2.2 Transfer by Resident to Non-resident (i.e. to incorporated non-resident entity other than erstwhile OCB, foreign national, NRI, FII) Price of shares transferred by way of sale by resident to a non-resident shall not be less than (a) the ruling market price, in case the shares are listed on stock exchange, (b) fair valuation of shares done by a Chartered Accountant as per the guidelines issued by the erstwhile Controller of Capital Issues, in case of unlisted shares. The price per share arrived at should be certified by a Chartered Accountant. 2.3 Transfer by Non-....
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.... the shares are not listed on any stock exchange, at a price which is lower of the two independent valuations of share, one by statutory auditors of the company and the other by a Chartered Accountant or by a Merchant Banker in Category 1 registered with Securities and Exchange Board of India. Explanation: 1. A share is considered as thinly traded if the annualized trading turnover in that share, on main stock exchanges in India, during the six calendar months preceding the month in which application is made, is less than 2 percent (by number of shares) of the listed stock. ii) For the purpose of arriving at Net Asset Value per share, the miscellaneous expenses carried forward, accumulated losses, total outside liabilities, revaluation reserves and capital reserves (except subsidy received in cash) shall be reduced from value of the total assets and the net figure so arrived at shall be divided by the number of equity shares issued and paid up. Website :www.fema.rbi.org.in Email : [email protected] 57 Alternatively, intangible assets shall be reduced from the equity capital and reserves (excluding revaluation reserves) and the figure so arrived at shall be di....
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....es were held on repatriation basis and if the shares sold were held on non-repatriation basis, the sale proceeds may be credited to its NRO (Current) Account subject to payment of taxes, except in the case of OCBs whose accounts have been blocked by Reserve Bank. Website :www.fema.rbi.org.in Email : [email protected] 58 INDI SERY BANK OF 5. Documentation Besides obtaining a declaration in the enclosed form FC-TRS (in quadruplicate), the AD branch should arrange to obtain and keep on record the following documents: 5.1 For sale of shares by a person resident in India i. Consent Letter duly signed by the seller and buyer or their duly appointed agent indicating the details of transfer i.e. number of shares to be transferred, the name of the investee company whose shares are being transferred and the price at which shares are being transferred. In case there is no formal Sale Agreement, letters exchanged to this effect may be kept on record. ii. Where Consent Letter has been signed by their duly appointed agent, the Power of Attorney Document executed by the seller/buyer authorizing the agent to purchase/sell shares. iii. The shareholding pattern ....
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....mission of the form FC-TRS within the given timeframe would be on the transferor / transferee, resident in India. The AD Category - I bank, would forward the same to its link office. The link office would consolidate the Forms and submit a monthly report to the Reserve Bank21. For the purpose the Authorized Dealers may designate branches to specifically handle such transactions. These branches could be staffed with adequately trained staff for this purpose to ensure that the transactions are put through smoothly. The ADs may also designate a nodal office to coordinate the work at these branches and also ensure the reporting of these transactions to the Reserve Bank. 6.2 When the transfer is on private arrangement basis, on settlement of the transactions, the transferee/his duly appointed agent should approach the investee company to record the transfer in their books along with the certificate in the form FC-TRS from the AD branch that the remittances have been received by the transferor/payment has been made by the transferee. On receipt of the certificate from the AD, the company may record the transfer in its books. 6.3 The actual inflows and outflows on account of such....
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....l funds and units of Money Market Mutual Funds, a certificate from the issuer on the Net Asset Value of such security. vi. In case of shares and debentures, a certificate from a Chartered Accountant on the value of such securities according to the guidelines issued by the Securities & Exchange Board of India or the erstwhile CCI for listed companies and unlisted companies, respectively. vii. Certificate from the concerned Indian company certifying that the proposed transfer of shares/convertible debentures by way of gift from resident to the non-resident shall not breach the applicable sectoral cap/ FDI limit in the company and that the proposed number of shares/convertible debentures to be held by the non-resident transferee shall not exceed 5 per cent of the paid up capital of the company.22 viii. An undertaking from the resident transferor that the value of security to be transferred together with any security already transferred by the transferor, as gift, to any person residing outside India does not exceed the rupee equivalent of USD 25,000 during a calendar year. 22 AP (DIR Series) Circular No. 08 dated August 25, 2005 Website :www.fema.rbi.org.in Email : f....
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....in Email : [email protected] 64 SERY BANK OF A Copy of the FIRC evidencing the receipt of consideration for issue of shares/convertible debentures as above is enclosed. (Authorised signatory of (Authorised signatory of the investee company) the AD) (Stamp) (Stamp) FOR USE OF THE RESERVE BANK ONLY: Unique Identification Number for the remittance received: Website :www.fema.rbi.org.in Email : [email protected] 65 RESERY INDIA . SEE BANK OF Annex - 7 (PART I, Section I, para 18 (i) (b)) 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 Number (Unique Identification Number* in case remitter is an Individual) Registered Address (Permanent Address if remitter Individual) Name of the Remitter's Bank Remitter's Bank Account No. Period of banking relationship with the remitter * Passport No., Social Security No, or any Unique No. certifying the bonafides of the remitter as prevalent in the remitter's country We confirm that all the information furnished above is true and accurate as provided by the....
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....nt investment vehicle which is funded by foreign exchange assets, and which manages those assets separately from the official reserves of the monetary authorities. Website :www.fema.rbi.org.in Email : [email protected] 68 INDIA. ER RESERY & BANK OF Nature of issue Date of issue Number of shares/ convertible debentures 01 IPO / FPO 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 (please specify) Total Type of security issued (b) No. Nature of security Number Maturity Face value Premium Issue Price per share Amount of inflow* 01 Equity 02 Compulsorily Convertible Debentures 03 Compulsorily Convertible Preference shares 04 Others (please specify) Total 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 against import of capital goods by units in SEZ, a Chartered Accountant's Certificate certifyin....
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....d shares have existing joint venture or technology transfer or trade mark agreement in India in the same field and Conditions stipulated in Press Note 1 of 2005 Series dated January 12, 2005 have been complied with. OR Foreign entity/entities-(other than individuals), to whom we have issued shares do not have any existing joint venture or technology transfer or trade mark agreement in India in the same field. b) We are not an SSI unit. OR We are a SSI unit and the investment limit of 24 % of paid-up capital has been observed/ requisite approvals have been obtained. c) Shares issued on rights basis to non-residents are in conformity with Regulation 6 of the RBI Notification No FEMA 20/2000-RB dated 3rd May 2000, as amended from time to time. Shares issued are bonus. OR OR 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 Shares are issued under ESOP and the conditions regarding this issue have been satisfied 3. Shares have been issued in terms of SIA /FIPB approval No. dated Website :www.....
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....for the FC-GPR: Unique Identification Number allotted to the Company at the time of reporting receipt of remittance R Website :www.fema.rbi.org.in Email : [email protected] 73 INDIA . SEE RESERY INT BANK OF [Part- B of Annex I to A. P. (DIR Series) Circular No. 44 dated May 30, 2008] FC-GPR PART-B (i) This part of form FC-GPR is to be submitted to the Director, Balance of Payment Statistical Division, Department of Statistics and Information Management, Reserve Bank of India, C-8, 3rd Floor, Bandra-Kurla Complex, Bandra (E), Mumbai - 400051; Tel: 2657 1265, 2657 2513, Fax: 26570848; email:[email protected] (ii) This is an annual return to be submitted by 31st of July every year by all companies, pertaining to all investments by way of direct/portfolio investments/re-invested earnings/others in the Indian company made during the previous years (e,g. the information in Part B submitted by 31st July 2008 will pertain to all the investments made in the previous years up to March 31, 2008). The details of the investments to be reported would include all foreign investments made into the company which is outstanding as on the date of the bal....
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.... 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. Website :www.fema.rbi.org.in Email : [email protected] 75 INDIA SERY BANK OF 7. Portfolio and Other Investment [Please furnish here the outstanding investments other than those mentioned under FDI above] outstanding 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 end- March of Previous Year Outstanding at end- March of Current Year 7.0 Equity Securities 7.1 Debt Securities 7.1.1 Bonds and Notes 7.1.2 Money Market Instruments 7.2 Disinvestments during the year 8. Financial Derivatives (notional value) 9. Other Investment 9.1 Trade Credit 9.1.1 Short Term 9.1.2 Long T....
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....way of sale from resident to non resident / non-resident to resident (to be submitted to the designated AD branch in quadruplicate within 60 days from the date of receipt of funds) The following documents are enclosed For sale of shares / compulsorily and mandatorily convertible preference shares / debentures by a person resident in India i. Consent Letter duly signed by the seller and buyer or their duly appointed agent and in the latter case the Power of Attorney Document. ii. The shareholding pattern of the investee company after the acquisition of shares by a person resident outside India. iii. iv. Certificate indicating fair value of shares from a Chartered Accountant. Copy of Broker's note if sale is made on Stock Exchange. V. Declaration from the buyer to the effect that he is eligible to acquire shares / compulsorily and mandatorily convertible preference shares / debentures under FDI policy and the existing sectoral limits and Pricing Guidelines have been complied with. vi. Declaration from the FII/sub account to the effect that the individual FII / Sub account ceiling as prescribed has not been breached. Additional documents in respect of sal....
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....After the transfer 9 Where the shares / CMCPS / debentures are listed on Stock Exchange Name of the Stock exchange Price Quoted on the Stock Details regarding shares / preference shares (CMCPS) / compulsorily and debentures mandatorily convertible to be transferred n SWF means a Government investment vehicle which is funded by foreign exchange assets, and which manages those assets separately from the official reserves of the monetary authorities. Website :www.fema.rbi.org.in 80 Email : [email protected] SERY ANK OF exchange Where the shares / CMCPS / debentures are Unlisted Price as per Valuation guidelines* Price as per Chartered Accountants * / ** Valuation report (CA Certificate to be attached) Declaration by the transferor / transferee I / We hereby declare that : i. The particulars given above are true and correct to the best of my/our knowledge and belief. ii. I/ We, was/were holding the shares compulsorily and mandatorily convertible preference shares / debentures as per FDI Policy under FERA/ FEMA Regulations on repatriation/non repatriation basis. iii. I/ We, am/are eligible to acquire the shares compulso....
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....please quote the relevant NIC Code if the GDRs/ADRs are being issued under the Automatic Route) 11. Whether any overall sectoral cap for foreign investment is applicable. If yes, please give details 12. Details of the Equity Capital Before Issue After Issue (a) Authorised Capital (b) Issued and Paid-up Capital (i) Held by persons Resident in India (ii) Held by foreign investors other than FIIs/NRIs/PIOs/ OCBs (a list of foreign investors holding Website :www.fema.rbi.org.in Email : [email protected] 83 RESERY INDIA. SER BANK OF more than 10 percent of the paid-up capital and number of shares held by each of them should be furnished) (iii) Held by NRIs/PIOs/OCBs (iv) Held by FIIs Total Equity held by non-residents (c) Percentage of equity held by non- residents to total paid-up capital 13. Whether issue was on private placement basis. If yes, please give details of the investors and GDRs/ADRs issued to each of them 14. Number of GDRs/ADRs issued 15. Ratio of GDRs/ADRs to underlying shares 16. Issue Related Expenses (a) Fee paid/payable Bankers/Lead Manager to Merchant (i) Amount (in US$) (ii) Amount as p....
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....operty (a) (b) Details of its exact location stating the name of the state, town and municipal/survey number, etc. (b) 3 (a) Purpose for which the immovable property has been acquired (a) (b) Number and date of Reserve Bank's permission, if any, (b) 4 Date of acquisition of the immovable property 5 (a) How the immovable property was acquired i.e, whether by way of purchase or lease (a) Website :www.fema.rbi.org.in Email : [email protected] 86 RES SERY BANK OF (b) Name, citizenship and address of the seller/lessor (b) (c) Amount of purchase price and sources of funds. (c) I/We, hereby declare that - (a) the particulars given above are true and correct to the best of my/our knowledge and belief ; (b) no portion of the said property has been leased/rented to, or is otherwise being allowed to be used by, any other party . Encls: (Signature of Authorised official) Name Stamp Place Date Designation: Website :www.fema.rbi.org.in Email : [email protected] 87 INDIA . SEE RESERY BANK OF Annex - 13 FNC 1 (Part III, para 1) A. General Instructions to Applicants : The application form onl....
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....e hereby declare that : i) The particulars given above are true and correct to the best of our knowledge and belief; Website :www.fema.rbi.org.in 89 Email : [email protected] INDIA . SE RESERY & BANK OF ii) Our activities in India would be confined to the fields indicated in column 4(iii)(a) or 5(i)above; iii) If we shift the office to another place, we shall intimate the Reserve Bank of India; and iv) We will abide by the terms and conditions that may be stipulated by Reserve Bank of India if approval is given. (Signature of Authorised Official of the Applicant Company) Name: Place : Date: Designation: Website :www.fema.rbi.org.in Email : [email protected] 90 t . RESERY INDIA . SEE INT & BANK OF Appendix List of Important Circulars/Notifications which have been consolidated in the Master Circular on Foreign Investments / Acquisition of Immovable property in India/ Establishment of Branch, Liaison and Project Offices in India and investments in proprietary /partnership firms Notifications Sl.No. Notification Date 1. No. FEMA 32/2000-RB December 26, 2000 2. No. FEMA 35/2001-RB February 16, 2001 3. No. ....
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....) Circular No.69 January 13, 2003 19. A.P.DIR(Series) Circular No.75 February 3, 2003 20. A.P.DIR(Series) Circular No.88 March 27, 2003 21. A.P.DIR(Series) Circular No.101 May 5, 2003 22. A.P.DIR(Series) Circular No. 10 August 20, 2003 23. A.P.DIR(Series) Circular No.13 September 1, 2003 24. A.P.DIR(Series) Circular No.14 September 16, 2003 25. A.P.DIR(Series) Circular No.19 September 23, 2003 26. A.P.DIR(Series) Circular No.28 October 17, 2003 27. A.P.DIR(Series) Circular No.35 November 14, 2003 28. A.P.DIR(Series) Circular No.38 December 3, 2003 29. A.P.DIR(Series) Circular No.39 December 3, 2003 30. A.P.DIR(Series) Circular No.43 December 8, 2003 31. A.P.DIR(Series) Circular No.44 December 8, 2003 32. AP (DIR Series) Circular No.53 December 17, 2003 33. A.P.DIR(Series) Circular No.54 December 20, 2003 34. A.P.DIR(Series) Circular No.63 February 3, 2004 35. A.P.DIR(Series) Circular No.67 February 6, 2004 36. A.P.DIR(Series) Circular No.89 April 24, 2004 37. A.P.DIR(Series) Circular No.11 September 13, 2004 38. A.P.DIR(Series) Circular No.13 October 1, 2004 39. A.P.DIR(Series) Circular No.15 October 1, 2004 Website ....