Import Export Data, Export Import shipment data from Customs

Date:

03-05-2000

Notification No:

FEMA Notification No 19/2000

Issuing Authority:

RBI

Type:

Notification

File No:

Subject:

FOREIGN EXCHANGE MANAGEMENT (TRANSFER OR ISSUE OF ANY FOREIGN SECURITY) REGULATIONS, 2000

FOREIGN EXCHANGE MANAGEMENT (TRANSFER OR ISSUE OF ANY FOREIGN SECURITY) REGULATIONS, 2000

Notification No. 19 dated 3^rd May 2000

G.S.R. 456(E), dated 3.5.2000 (As amended by FEMA Notification No. 40 dated 2^nd March 2001)- In exercise of the powers conferred by clause (a) of sub-section (3) of section 6 and section 47 of the Foreign Exchange Management Act, 1999 (42 of 1999), the Reserve Bank of India makes the following regulations relating to transfer or issue of any foreign security by a person resident in India, namely:

(i)�� These Regulations may be called the Foreign Exchange Management (Transfer or Issue of any Foreign Security) Regulations, 2000.

(ii)�� They shall come into force on the 1^st day of June 2000.

In these Regulations, unless the context requires otherwise:

(a)�� Act� means Foreign Exchange Management Act, 1999 (42 of 1999);

(b)�� authorised dealer� means a person authorised as an authorised dealer under sub-section (1) of section 10 of the Act;

(c)�� American Depository Receipt� (ADR) means a security issued by a bank or a depository in United States of America (USA) against underlying rupee shares of a company incorporated in India;

(d)�� Core Activity� means activity carried on by an Indian entity, which constitutes at least 50% of its average turnover in the previous accounting year;

(e)�� Direct investment outside India� means investment by way of contribution to the capital or subscription to the Memorandum of Association of a Foreign entity, but does not include portfolio investment or investment through stock exchange or by private placement in that entity;

(f)�� Financial commitment� means the amount of direct investment by way of contribution to equity and loan and 50 per cent of the amount of guarantees issued by an Indian party to or on behalf of its overseas Joint Venture Company or Wholly Owned Subsidiary;

(g)�� Foreign Currency Convertible Bond (FCCB)� means a bond issued by an Indian company expressed in foreign currency, and the principal and interest in respect of which is payable in foreign currency;

(h)�� Form� means the form annexed to these Regulations;

(i)�� Global Depository Receipt (GDR)� means a security issued by a bank or a depository outside India against underlying rupee shares of a company incorporated in India;

(j)�� Host country� means the country in which the foreign entity receiving the direct investment for an Indian party is registered or incorporated;

(k)�� Indian party� means a company incorporated in India or body created under an Act of Parliament, making investment in a Joint Venture or Wholly Owned Subsidiary abroad, and includes any other entity in India as may be notified by Reserve Bank:

Provided that when more than one such company incorporated or bodies under an Act of Parliament, makes a direct investment in the foreign entity, all such companies or bodies together shall constitute �Indian party�;

(l)�� Investment banker� means an Investment banker registered with the Securities and Exchange Commission in USA, or the Financial Services Authority in UK, or appropriate regulatory authority in Germany, France, Singapore or Japan;

(m)�� Joint Venture (JV)� means a foreign entity formed, registered or incorporated in accordance with the laws and regulations of the host country in which the Indian party makes a direct investment;

(n)�� Mutual Fund� means a Mutual Fund referred to in clause (23D) of section 10 of the Income-tax Act, 1961;

(o)�� Net worth� means paid-up capital and free reserve;

(p)�� Real estate business� means buying and selling of real estate or trading in transferable development rights (TDRs) but does not include development of townships, construction of residential/commercial premises, roads or bridges;

(q)�� Wholly Owned Subsidiary (WOS)� means a foreign entity formed, registered or incorporated in accordance with the laws and regulations of the host country, whose entire capital is held by the Indian party;

(r)�� Words and expressions used but not defined in these Regulations shall have the meanings respectively assigned to them in the Act.

Save as otherwise provided in the Act or rules or regulations made or directions issued thereunder, no person resident in India shall issue or transfer any foreign security:

Provided that the Reserve Bank may, on application made to it, permit any person resident in India to issue or transfer any foreign security.

A person resident in India

(a)�� may purchase a foreign security out of funds held in Resident Foreign Currency (RFC) account maintained in accordance with the Foreign Exchange Management (Foreign Currency Accounts) Regulations, 2000;

(b)�� may acquire bonus shares on the foreign securities held in accordance with the provisions of the Act or rules or regulations made thereunder;

(c)�� when not permanently resident in India, may purchase a foreign security from out of his foreign currency resources outside India;

(d)�� may sell the foreign security purchased or acquired under clauses (a), (b) or (c).

Explanation- For the purpose of this clause, �not permanently resident� means a person resident in India for employment of a specified duration (irrespective of length thereof) or for a specific job or assignment, the duration of which does not exceed three years.

PART I: DIRECT INVESTMENT OUTSIDE INDIA

Save as otherwise provided in the Act, rules or regulations made or directions issued thereunder, or with prior approval of Reserve Bank,

(1)�� no person resident in India shall make any direct investment outside India; and

(2)�� no Indian party shall make any direct investment in a foreign entity engaged in real estate business or banking business.

6.�� Permission for Direct Investment in certain cases:

(1)�� Subject to the conditions specified in sub-regulation (2), an Indian party may make direct investment in a Joint Venture or Wholly Owned Subsidiary outside India.

(2)��

(i)�� The total financial commitment of the Indian party in Joint Ventures/ Wholly Owned Subsidiaries shall not exceed US$ 50 million or its equivalent in any one financial year, except investment in Nepal, Bhutan and Pakistan;

Provided that in respect of commitment in Joint Ventures/ Wholly Owned Subsidiaries in Myanmar and SAARC countries (other than Nepal, Bhutan and Pakistan), the ceiling shall be increased by US$ 25 million or its equivalent in any one financial year, in respect of such commitment.

(ii)�� In respect of direct investment in Nepal or Bhutan, in Indian rupees the total financial commitment shall not exceed Indian Rupees 350 crores in any one financial year;�

(iii)�� The direct investment is made in a foreign entity engaged in the same core activity carried on by the Indian party;

(iv)�� The Indian Party has earned net profit during the preceding three accounting years;

(v)�� The Indian Party is not on the Reserve Bank�s caution list or under investigation by the Enforcement Directorate;

(vi)�� The Indian Party routes all transactions relating to the investment in a Joint Venture/Wholly Owned Subsidiary through only one branch of an authorised dealer to be designated by it.

Explanation: The Indian Party may designate different branches of authorised dealers for different Joint Ventures/ Wholly Owned Subsidiaries outside India.

(vii)�� The Indian Party submits Form ODA, duly completed, to the designated branch of an authorised dealer for onward transmission to Reserve Bank.

(3)�� Investment under this Regulation may be funded out of one or more of the following sources, namely: -

(i)�� out of balance held in the Exchange Earners Foreign Currency account of the Indian party maintained with an authorised dealer in accordance with Regulation 4 of the Foreign Exchange Management (Foreign Currency Accounts) Regulations, 2000;

(ii)�� drawal of foreign exchange from an authorised dealer in India not exceeding 25% of the net worth of the Indian Party as on the date of last audited balance sheet;

(iii)�� utilisation of the amount raised by issue of ADRs/GDRs by the Indian Party:

Provided that where the investment is entirely funded out of the source mentioned in clause (i), the conditions specified in clauses (iii) and (iv) of sub-regulation (2) shall not apply.

(4)�� For the purpose of reckoning net worth of an Indian party, the net worth of its holding company (which holds at least 51% stake in the Indian Party) or its subsidiary company (in which the Indian Party holds at least 51% stake) may be taken into account provided such holding company or, as the case may be, subsidiary company, has not availed of the facility of direct investment abroad during the relevant block of three years and has furnished a letter of disclaimer in favour of the Indian Party.

(5)�� An Indian Party may extend a loan or a guarantee to or on behalf of the Joint Venture/ Wholly Owned Subsidiary abroad, within the permissible financial commitment, provided that the Indian Party has made investment by way of contribution to the equity capital of the Joint Venture.

(6)�� An Indian Party may make direct investment without any limit in any foreign security out of the proceeds of its international offering of shares through the mechanism of ADR and/or GDR:

Provided that:

(a)�� the ADR/ GDR issue has been made in a accordance with the Scheme for Issue of Foreign Currency Convertible Bonds and Ordinary Shares (Through Depository Receipt Mechanism) Scheme, 1993 and the guidelines issued thereunder from time to time by the Central Government;

(b)�� deleted

(c)�� the Indian Party files with Reserve Bank, in form ODA full details of the investment made, within 30 days, of such investment.

7.�� Investment in Financial Services Sector:

Subject to the Regulations in Part I, an Indian party engaged in the financial services activities, may make investment in an entity outside India also engaged in financial services activities:

Provided that the Indian party-

(i)�� has earned net profit during the preceding three financial years from the financial services activities;

(ii)�� is registered with the appropriate regulatory authority in India for conducting the financial services activities;

(iii)�� has a minimum net worth of Rs. 15 crores as on the date of the last audited balance sheet; and

(iv)�� has fulfilled the prudential norms relating to capital adequacy as prescribed by the concerned regulatory authority in India.�

8.�� Investment in a foreign security by swap or exchange of shares of an Indian company:

(1)�� An Indian Party may acquire shares of a foreign company engaged in same core activity, in exchange of ADRs/ GDRs issued to the latter in accordance with the scheme for issue of Foreign Currency Convertible Bonds and Ordinary Shares (Through Depositary Receipt Mechanism) Scheme, 1993, and the guidelines issued thereunder from time to time by the Central Government:

Provided that -

(a)�� the Indian Party has already made an ADR and/ or GDR issue and that such ADRs/ GDRs are currently listed on any stock exchange outside India;

(b)�� such investment by the Indian Party does not exceed the higher of the following amounts, namely: -

(i)�� an amount equivalent of US $ 100 mn, or

(ii)�� an amount equivalent to 10 times the export earnings of the Indian Party during the preceding financial year as reflected in its audited balance sheet, inclusive of all investments made under Regulations in Part I, including under (i) of this clause, in the same financial year,

(c)�� the ADR and/or GDR issue for the purpose of acquisition is backed by underlying fresh equity shares issued by the Indian Party;

(d)�� the total holding in the Indian Party by persons resident outside India in the expanded capital base, after the new ADR and/ or GDR issue, does not exceed the sectoral cap prescribed under the relevant regulations for such investment.�

(e)�� the valuation of the shares of the foreign company is made, -

(A)�� as per the recommendations of the Investment Banker if the shares are not listed on any stock exchange; or

(B)�� based on the current market capitalisation of the foreign company arrived at on the basis of monthly average price on any stock exchange abroad for the three months preceding the month in which the acquisition is committed and over and above, the premium, if any, as recommended by the Investment Banker in its due diligence report in other cases.

(2)�� Within 30 days from the date of issue of ADRs and/ or GDRs in exchange for acquisition of shares of the foreign company under sub-regulation (1), the Indian Party shall submit a report in form ODG to the Reserve Bank.

(1)�� An Indian Party, which does not satisfy the eligibility norms under Regulation 6 or 7 or 8, may apply to the Reserve Bank for approval.

(2)�� Application for direct investment in Joint Venture/ Wholly Owned Subsidiary outside India, or by way of exchange for shares of a foreign company shall be made in Form ODI, or in Form ODB, respectively.

(3)�� Reserve Bank may, inter alia, take into account following factors while considering the application made under sub-regulation (2):

�� (a)�� prima facie viability of the Joint Venture/ Wholly Owned Subsidiary outside India;

�� (b)�� contribution to external trade and other benefits which will accrue to India through such investment;

�� (c)�� financial position and business track record of the Indian Party and the foreign entity;

(d)�� expertise and experience of the Indian Party in the same or related line of activity of the Joint Venture or Wholly Owned Subsidiary outside India.

��

(1)�� Reserve Bank may, on application made to it, approve, subject to such terms and conditions as considered necessary, a block allocation of foreign exchange to an Indian Party, which has exhausted the limit available to it under sub-regulation (2) of Regulation 6.

(2)�� For considering the application made under sub-regulation (1), the Reserve Bank may take into account the factors mentioned in sub-regulation (3) of Regulation 9.

Reserve Bank will allot a unique Identification Number for each Joint Venture or Wholly Owned Subsidiary outside India and the Indian Party shall quote such number in all its communications and reports to the Reserve Bank and the authorised dealer.

An Indian Party may also make direct investment outside India in accordance with the Regulations in Part I by way of capitalisation in full or part of the amount due to the Indian Party from the foreign entity as follows:-

(i)�� payment for export of plant, machinery, equipment and other goods/ software to the foreign entity;

(ii)�� fees, royalties, commissions or other entitlements of the Indian party due from the foreign entity for the supply of technical know-how, consultancy, managerial or other service:

Provided that where the export proceeds have remained unrealised beyond a period of six months from the date of export, such proceeds shall not be capitalised without the prior permission of Reserve Bank.

(1)�� An Indian Party exporting goods/ software/ plant and machinery from India towards equity contribution in a Joint Venture or Wholly Owned Subsidiary outside India shall declare it on GR/ SDF/ SOFTEX form, as the case may be, which shall be superscribed as �Exports against equity participation in the JV/ WOS abroad�, and also quoting Identification Number, if already allotted by Reserve Bank.

(2)�� Notwithstanding anything contained in Regulation 11 of the Foreign Exchange Management (Export of Goods and Services) Regulations, 2000, the Indian Party shall, within 15 days of effecting the shipment of the goods, submit to the Reserve Bank a custom certified copy of the invoice through the branch of an authorised dealer designated by it.

(3)�� An Indian Party capitalising exports under Regulation 11 shall within six months from the date of export, or any further time as allowed by Reserve Bank, submit to Reserve Bank copy/ ies of the share certificate/s or any document issued by the Joint Venture or Wholly Owned Subsidiary outside India to the satisfaction of Reserve Bank evidencing the investment from the Indian Party together with the duplicate of GR/ SDF/ SOFTEX form through, the branch of an authorised dealer designated by it.

(1)�� Where the Indian Party holds 50% or more of the paid-up capital of the foreign entity and

�� (i)�� the foreign entity has been in operation for a period of less than two years; or

�� (ii)�� the Indian Party has not repatriated the amount of dividends, fees and royalties due to if from the foreign entity; or

(iii)�� proceeds of exports to the foreign entity have not been realised in accordance with the Foreign Exchange Management (Export of Goods and Services) Regulations, 2000; or

�� (iv)�� additional capital contribution will be required from India; or

(i) the percentage of equity shareholding of the Indian Party in the foreign entity is being reduced otherwise than in pursuance of the laws of the host country,

the Indian Party shall not consent to the decision relating to the following subject matters, without prior approval of the Reserve Bank-

(a)�� undertaking any activity other than the activity in which the foreign entity was engaged/or proposed to be engaged at the time of investment by the Indian Party; or

(b)�� participation in the capital of another foreign entity; or

(c)�� alteration of the company�s capital structure, authorised or issued, or its shareholding pattern.

(2)�� The restriction contained in sub-regulation (1) shall not apply where the investment in the foreign entity is entirely made out of balances held in Exchange Earners Foreign Currency account of the Indian Party and/ or out of foreign currency resources raised by the Indian Party through ADR/ GDR issue.

(1)�� On being approached by an Indian Party, which is eligible under the Regulations in Part I to make investment outside India, an authorised dealer may allow remittance towards earnest money deposit or issue a bid bond guarantee on its behalf for participation in bidding or tender procedure for acquisition of a company incorporated outside India.

(2)�� On the Indian Party winning the bid, -

(i) the authorised dealer may allow further remittances towards acquisition of the foreign company, subject to the ceilings specified in Regulation 6; and

(ii) the Indian Party shall submit through the authorised dealer concerned a report to the Reserve Bank in form ODA within 30 days of effecting the final remittances.

(3)�� For participation in bidding or tender procedure for acquisition of a company incorporated outside India which does not fall within the provisions of sub-regulation (1), Reserve Bank may, on application in Form ODI, allow remittance of foreign exchange towards earnest money deposit or permit the authorised dealer in India to issue a bid bond guarantee, subject to such terms and conditions as Reserve Bank may stipulate.

(4)�� In case the Indian Party is successful in the bid but the terms and conditions of acquisition of a company outside India, are, -

(a) not in conformity with the provisions of Regulations in Part I, or different from those for which approval under sub-regulation (3) was obtained, the Indian Party shall submit application in form ODI to Reserve Bank for obtaining approval for the foreign direct investment in the manner specified in Regulation 9, or

(b) in conformity with the provisions of the Regulations in Part I or are same as those for which approval under sub-regulation (3) was obtained, the Indian Party shall submit to the Reserve Bank, giving details of the remittances made, within 30 days of effecting the final remittance.

An Indian Party, which has acquired foreign security in terms of the Regulations in Part I shall-

(i)�� receive share certificates or any other document as an evidence of investment in the foreign entity to the satisfaction of the Reserve Bank within six months, or such further period as Reserve Bank may permit, from the date of effecting remittance or the date on which the amount to be capitalized became due to the Indian Party or the date on which the amount due was allowed to be capitalized;

(ii)�� repatriate to India, all dues receivable from the foreign entity, like dividend, royalty, technical fees, etc. within 60 days of its falling due, or such further period as the Reserve Bank may permit;

(iii)�� submit to the Reserve Bank every year within 60 days from the date of expiry of the statutory period as prescribed by the respective laws of the host country for finalisation of the audited accounts of the Joint Venture/Wholly Owned Subsidiary outside India or such further period as may be allowed by Reserve Bank, an annual performance report in form APR in respect of each Joint Venture or Wholly Owned Subsidiary outside India set up or acquired by the Indian Party and other reports or documents as may be stipulated by the Reserve Bank.

Save as otherwise provided in the Act or rules or regulations made or directions issued thereunder or with the permission of the Reserve Bank, no Indian Party shall transfer by way of sale to any person whether resident in India or outside India, any share or security held by him in a Joint Venture or Wholly Owned Subsidiary outside India.

An Indian Party may transfer, by way of pledge, shares held in a Joint Venture or Wholly Owned Subsidiary outside India as a security for availing of fund based or non-fund based facilities for itself or for the Joint Venture or Wholly Owned Subsidiary from an authorised dealer or a public financial institution in India.

PART IA: INVESTMENTS ABROAD BY A FIRM IN INDIA

(1)�� A firm in India registered under the Indian Partnership Act, 1932, may apply to the Reserve Bank for permission to invest abroad to the extent and in the manner specified in Part I.

(2)�� Reserve Bank may, after taking into account the factors specified in sub regulation (3) of Regulation 9, grant permission subject to such terms and conditions as are considered necessary.

17B. Investments by partnership firm without prior approval of Reserve Bank

(1)�� A partnership firm registered under the Indian Partnership Act, 1932 which is engaged in providing professional services specified in the Schedule, may make investment in foreign concerns engaged in similar activity, by way of remittance from India and/ or capitalization of fees/ other entitlements due to it from such foreign concerns

Provided that:�� -

(a)�� such investments do not exceed US$ 1 (one) million or its equivalent in one financial year,

(b)�� the investing firm is a member of the respective All India professional organization/body; and

(c)�� a report containing (i) name, full address, registration and membership particulars of the investing firm, (ii) full details of investment abroad, (iii) date and amount of remittance/amount of capitalization of fees/other entitlements due to the investing firm (iv) name and address of the foreign concern together with its line of activity, (v) identification number, if already allotted by the Reserve Bank, is submitted to the Reserve Bank through the authorised dealer within 30 days of making such investments.

PART II: INVESTMENTS IN FOREIGN SECURITIES OTHER THAN BY WAY OF DIRECT INVESTMENT

(1)�� Save as otherwise provided in the Act or in sub-regulation (2), no person resident in India shall issue or transfer a foreign security.

(2)�� A person resident in India, being an Indian company or a body corporate created by an Act of Parliament, which has obtained an approval of Government of India, Ministry of Finance (Department of Economic Affairs), may issue Foreign Currency Convertible Bonds (FCCBs) to a person resident outside India.

(3)�� The company/body corporate referred to in sub-regulation (2) issuing the FCCBs shall, within 30 days from the date of issue, furnish a report to the Reserve Bank giving the details and documents as under:

(a)�� A copy of Government�s approval for issue of FCCBs.

(b)�� Total amount for which FCCBs have been issued.

(c)�� Names of the investors resident outside India and number of FCCBs issued to each of them.

(d)�� The amount repatriated to India through normal banking channels and/or the amount received by debit to NRE/ FCNR accounts in India of the investors (duly supported by bank certificate).

(1)�� A person resident in India being an individual may acquire foreign securities: -

(i) by way of gift from a person resident outside India; or

(ii)�� issued by a company incorporated outside India under Cashless Employees Stock Option Scheme:

�� Provided it does not involve any remittance from India: or

�� (iii)�� by way of inheritance from a person whether resident in or outside India.

(2)�� A person resident in India, being an individual, who is an employee or a director of Indian Office or branch of a foreign company or of a subsidiary in India of a foreign company or of an Indian company in which foreign equity holding is not less than 51 percent, may purchase the equity shares offered by the said foreign company:

Provided that-

(a)�� the shares are offered at a concessional price; and

(b)�� the consideration for purchase does not exceed US$ 20,000 or its equivalent in any one calendar year.

(3)�� An authorised dealer may allow the remittance by the person eligible to purchase the shares in terms of sub-regulation (2):

Provided that the conditions specified in that sub-regulation are fulfilled.

A person resident in India, who has acquired or holds foreign securities in accordance with the provisions of the Act, rules or regulations made thereunder, may transfer them by way of pledge for obtaining fund based or non-fund based facilities in India from an authorised dealer.

(1)�� Reserve Bank, on an application, may permit a person resident in India to acquire foreign securities: -

(a)�� being the minimum number of qualification shares issued by a company incorporated outside India for holding a post of a director in the company;

(b)�� by way of right shares issued by a company incorporated outside India:

Provided that the consideration for acquisition of such shares does not exceed US $ 10,000 in a block of five calendar years:

Provided further that the right shares are being issued by virtue of holding shares in accordance with the provisions of the law for the time being in force;

(c)�� by way of purchase by the employees/directors of an Indian promoter company of shares of a Joint Venture or Wholly Owned Subsidiary outside India of the Indian promoter company, in the field of software:

Provided that-

�� (i)�� the consideration for purchase does not exceed US$10,000 or its equivalent per employee in a block of five calendar years,

(ii) the shares so acquired do not exceed 5% of the paid-up capital of the Joint Venture or Wholly Owned Subsidiary outside India, and

(iii) after allotment of such shares, the percentage of shares held by the Indian promoter company, together with shares allotted to its employees is not less than the percentage of shares held by the Indian promoter company prior to such allotment.

(2)�� Reserve Bank may, on an application made to it by the Indian software company allow its resident employees (including working directors) to purchase foreign securities under the ADR/ GDR linked stock option schemes:

Provided that the consideration for purchase does not exceed US$ 50,000 or its equivalent in a block of five calendar years.

Reserve Bank may, on application, permit a Mutual Fund, to purchase foreign securities subject to such terms and conditions as it may stipulate.

SCHEDULE I (See Regulation 17B)

List of professional services by registered partnership firms eligible for investment abroad without prior approval of the reserve bank

1. Chartered Accountancy

2. Legal Practice and Related Services

3. Information Technology and Entertainment Software Related Services

4. Medical and Healthcare Services

FORM ODA: DIRECT INVESTMENT IN JOINT VENTURE (JV)/WHOLLY OWNED SUBSIDIARY (WOS) ABROAD UNDER AUTOMATIC ROUTE

To,

(Name and address of the authorised dealer)

For use by RBI only

Date of Receipt:

Inward No.:

Identification No.

I. GENERAL

Nature and category of the investment [Please tick (√) the appropriate box]:

A. Fresh Proposal

B. Supplementary Proposal

(i) Participation in JV abroad

(a) (i) Enhancement of equity in existing JV/ WOS abroad

(ii) Contribution in WOS

(ii) Grant/ enhancement of loan in existing JV/ WOS

(iii) Full/ partial* takeover of an existing foreign concern

(iii) Extension/ enhancement of guarantee

(iv) Acquisition of a company overseas through bidding or tender procedure

(iv) Others (Please specify)

(*Strike out whichever is not applicable)

II. PARTICULARS OF INDIAN PARTY

(a) Name and Address of the Indian party

(b) Date of incorporation

(d) Name of the Industrial House/ Group to which the Indian party belongs

(e)(i) Existing line of activity of the Indian party (Please tick the appropriate box)

Manufacturing

Trading

Financial Services

Non-Financial Services

Others (please specify)

(ii) Brief particulars of the products manufactured/ goods traded/ services rendered

(f) Years of experience in the existing line of activity

(g) Financial details for the last three years�� ��(Amount in INR)

Financial Year ending

Domestic Sales/

Tturn-over

Foreign exchange earnings from exports (excluding equity exports to existing JV/ WOS)

Foreign exchange earnings (other than exports)

Net Profit/

(Loss)

Paid-up capital

Net worth

(1)

(2)

(3)

(4)

(5)

(6)

(7)

*(a) Public Ltd. Company (1), (b) Private Limited Company (2) (c) Public Sector Undertaking (3), (d) Others (4) (Please specify)

(h) Particulars of EEFC Account�� (Amount in FCY)

Account No.

Balance as on ____________

Name of the Bank/ Branch

(i) Particulars of ADR/ GDR funds raised (applicable only where the proposed investment is funded fully/ partly out of ADR/GDR funds) �� (Amount in FCY)

(i) Date of issue

(ii) Amount issued

(iii) Issue Price

(iv) Amount utilised so far

(v) Out of (ii) above, amount utilised for overseas investments

(vi) Balance available (Please indicate where the funds have been parked)

III. PARTICULARS OF THE FOREIGN PARTNER/ CONCERN

(a) Date of Incorporation

(b) Address of the foreign partner/ concern

(d) Financial details during the last three years: �� (Amount in FCY)

Accounting year ending

Sales/ Turnover

Net fixed assets

Net Profits/ (Loss)

Paid-up Capital

Net worth

Dividend (%)

(1)

(2)

(3)

(4)

(5)

(6)

(7)

IV. PARTICLARS OF JV/ WOS:

(i) Line of activity of the proposed JV/WOS (Please tick the appropriate box)

(a) Manufacturing

(b) Trading

(c) Financial Services

(d) Non-financial services

(e) Others (please specify)

(ii) Brief particulars of the products manufactured/ goods traded/ service rendered

(iii) Location (country) of the Proposed JV/ WOS

(iv) Time-frame for project implementation of the project:

(v) Accounting year followed in host country:

V. FINANCIAL PACKAGE �� (Amount in FCY)

(a) Estimated cost of the project- of which:

(i) Cost of Capital Equipment

(ii) Cost of Land

(iii) Cost of Civil Works

(iv) Cost of Misc. Fixed Assets

(v) Preliminary & Pre-operative Expenses

(vi) Contingencies

(vii) Others (please specify)

�� Total*

(b) Equity share capital of the JV/ WOS

�� (I) By the Indian party

______________ % to total equity

�� (ii) By Foreign collaborator

______________ % to total equity

*Where the investment is for partial/full take over of an existing foreign concern, the total cost of acquisition may be furnished.� A certificate from a Chartered Accountant about reasonableness of the acquisition price should be enclosed.

Amount

Period

Rate of Interest

TL*

WC**

(i) By the Indian Party

(ii) By the Foreign Partner

(iii) By banks/ FIs in India

(iv) By banks/ FIs abroad

�� Total

*TL=Term Loan�� **WC=Working Capital

[V (a) should tally with the sum of equity and term loan as given at (b) and (c) above�� 

(d) Guarantees/other contingent liabilities�� (Amount in FCY)

Amount

Period

Remittance towards invoked guarantee

(i) By Indian Party

(ii) By Foreign Partner

(iii) By banks/FIs in India

(iv) By banks abroad

VI. METHOD OF CONTRIBUTION BY INDIAN PARTY �� (Amount in FCY)

(i) Foreign exchange from the market

(ii) Out of EEFC balances

(iii) Out of ADR/ GDR proceeds

(iv) Capitalisation of export proceeds

(v) Capitalisation of other dues (Please specify)

VII. PROFITABILITY PROJECTIONS OF THE OVERSEAS JV/ WOS �� (Amount in FCY)

Years of operation

Total

(a) Gross sales/ turnover

(b) Net Profit (Loss)

(d) Net worth

VIII. PROJECTED REPATRIABLE ENTITLEMENTS, IF ANY�� (Amount in FCY)

Years of operation

Total

(a) Dividend

(b) Others (Please specify)

�� TOTAL

IX. PROJECTED NON-EQUITY EXPORTS�� (Amount of INR)

Total

FOB Value

DECLARATION

We hereby certify that (i) the information furnished above are true and correct, (ii) all the legal and other formalities in India and the host country for the above investment have been/ will be complied with, (iii) the amount of investment by way of equity/ loan and 50% of the guarantee, either out of market purchase of foreign exchange or the balances held in EEFC account, utilisation of ADR/ GDR proceeds, capitalisation of exports/ other entitlements is within the limit of US$50.00 mn in a block of three years as per extant regulations and (iv) no investigations by Directorate of Enforcement are pending against us and (v) our name is not in the Exporters� Caution List of the Reserve Bank.

(Signature of authorised official with Stamp): __________________________

Place: �� Name: _______________________

Date: �� Designation: __________________

List of Enclosures:

CERTIFICATE BY AUTHORISED DEALER

Forwarded to Reserve Bank of India, Exchange Control Department, ________________ Regional Office for information and necessary action.

*It is certified that the remittances in the manner indicated at VI above towards overseas investment have been effected by us after obtaining/ verifying the documents prescribed in terms of AD/ MA Circular No. _______________ dated __________ 2000/ Foreign Exchange Management (Transfer and Issue of Foreign Security) Regulation, 2000.

*It is certified that remittance towards claim under the invoked guarantee indicated at V (d) above have been made after satisfying that the guarantee has been invoked in accordance with the terms and conditions of its issue.

*Where applicable.

(Signature of authorised official with Stamp): __________________________

Place: �� Name: _______________________

Date: �� Designation: __________________

CERTIFICATE BY STATUTORY AUDITORS OF THE INDIAN PARTY

It is certified that the terms and conditions contained in AD/MA Circular No. ____________ dated/ Foreign Exchange Management (Transfer & Issue of Foreign Securities) Regulations, 2000 have been complied with by the Indian party in respect of the investment under report.� In particular, it is further certified that (i) overseas investment is in the core activity area of the Indian party, i.e. the activity which constitute at least 50% of the turnover of the Indian party in the previous accounting year (ii) the Indian party has earned net profit during the preceding three accounting years, (iii) the investment is not in real estate oriented or banking business and (iv)* the amount of foreign exchange proposed to be purchased for remittance towards the investment together with remittances already made and exports and other dues capitalized for investment abroad during the current financial year under the Automatic Route is/ will be within 25% of the net worth of the Indian party as on the date of last audited balance sheet (v)** that the Indian party has (a) a minimum net worth of Rs. 15 crores; (b)has made net profits during preceding three years, (c) has fulfilled the prudential norms of capital adequacy as prescribed by the concerned regulatory authority; and (d) has been registered with the appropriate regulatory authority in India for conducting financial service activity and (iv)***proceeds of ADR/GDR being used for the investment is within 50% of the amount raised abroad by way of ADR/GDR issues.

*Applicable if investment in part or full is funded out of purchase of foreign exchange from market and/or capitalisation of exports and other dues.

**Applicable only in cases where the investment is in the financial services sector (e.g. insurance, mutual fund, asset management, etc.)

***Applicable where investment is funded, in part or full, out of ADR/GDR proceeds.

Signature of Statutory Auditor: __________________________

Place: �� Name: _______________________

Date: �� Address: _____________________

INSTRUCTIONS FOR FILLING UP THE FORM ODA

(This part should be detached and retained by the Indian party)

1.�� This form, in triplicate, should be submitted through authorised dealer at the time of making remittance.� In all other cases of financial commitment not involving remittance, the form in duplicate should be forwarded to the concerned Regional Office of the Reserve Bank within 30 days of making investments through the authorised dealer.

2.�� The form should be complete in all respects and accompanied by (i) the prescribed certificate from the authorised dealer, (ii) certificate from the statutory auditors in the format given in the form, and (iii) certified copy of the resolution of the Board of Directors approving the investment.� In respect of supplementary proposals involving additional equity, loan or guarantee, the particulars furnished in form ODA submitted earlier in respect of the same JV/ WOS need not be repeated; however, revised particulars, to the extent applicable, may only be indicated.

3.�� All amounts, both in FC and INR, should be rounded off to the nearest thousand and the same should be indicated after omitting �000� e.g., 10,499 and 10,500 should be shown as 10 and 11 respectively.

4.�� Where there are more than one Indian party making investment in the same JV/ WOS overseas, form ODA should be submitted by all the Indian parties jointly to one AD alongwith a certificate(s) from other ADs, if remittances are effected by the latter.

5.�� Wherever the initial investment in a JV/ WOS has been made out of balances in the EEFC account/ ADR/ GDR proceeds, subsequent investment in such JV/ WOS should not be made unless the Indian party comply with the requirements applicable to investments under the Automatic Route.

6.�� In case where the Indian party is successful in the bid for overseas acquisitions for which it has already made remittance towards Earnest Money Deposit or issued bid bond guarantee, under a bidding or tender procedure, it should while effecting the final remittance towards such acquisition, submit a report in this form ODA to the authorised dealer for onward transmission to the concerned Regional Office of the Reserve Bank

FORM ODG: Report on overseas acquisition made under the ADR/ GDR Stock Swap Scheme��

�� For Office Use

Date of Receipt:

Approval No.:

� I. General:

(a) Name and address of the Indian Company:

(b) Date of Incorporation:

(d) Financial details of the Indian company for the last three years: -�� (Rs. In crores)

Financial year ended

Domestic sales

Forex Exchange earnings from exports

Forex earnings (other than export of goods/service)

Paid up capital

Net Profit/

(Loss)

Net-worth

(1)

(2)

(3)

(4)

(5)

(6)

(7)

II. Details of ADRs/GDRs issued on Stock Swap basis for the acquisition under report:

(a) Number and Amount of ADRs/ GDRs issued for the purpose

(b)(i) Name of the stock exchange on which the ADRs/ GDRs are listed

(ii) Name of the Issue Manager

(d)(i) Acquisition price per share of the overseas (acquired) company

(ii) Price of share recommended by the Investment Banker

(e) Price of each underlying share and ADR/ GDR of the Indian company (acquiring company)

(f) Basis of valuation of price of the share of the Indian company

(g) Share Exchange Ratio (Share price of the acquired company/ share price of the acquiring company)

III. Details of the foreign (acquired) company

(a) Name and address of the company

(b) Name(s) and address of the shareholders of the acquiring company offering the shares in exchange

(d) Financial particulars of the company for the last 3 years�� (Amount in Foreign Currency/million)

Accounting year ended

Name of Foreign Currency

Gross Sales/

Turnover

Net Profit/

(Loss)

Paid-up capital

Net-worth

(1)

(2)

(3)

(4)

(5)

(6)

IV. Post-acquisition equity structure of Indian company (acquiring company) and foreign company (acquired company)

(a) Indian Company

(b) Foreign Company

Pre-acquisition

Post-acquisition

Pre-acquisition

Post-acquisition

(% of non-resident holding to total equity)

(% of Indian holding to total equity)

V. Cumulative position of ADRs/GDRs issued for overseas acquisitions under the scheme

�� (Amount in Foreign Currency/million)

Sr. No.

Date of Issue

Amount of Issue

Issue price per ADR/ GDR

Amount outstanding

Name of the foreign company acquired

Date of report to RBI in form ODG

(1)

(2)

(3)

(4)

(5)

(6)

(7)

VI. Any other information relevant to the acquisition under report:

DECLARATION

It is certified that the information furnished above is true and correct.� It is further certified that all the legal and other regulatory requirements in India and the host country of acquisition have been complied with.

(Signature of authorised official with Stamp): __________________________

Place:�� Name: _______________________

Date:�� Designation: __________________

Enclosures:

Instructions for filling up the form

(This may be detached and retained by the Indian company)

1.�� ODG fomm complete in all respects should be submitted in triplicate to the Chief General Manager, Exchange Control Department, Reserve Bank of India, Central Office, Overseas Investment Division, Amar Building, Mumbai - 400 001.

2.�� The following documents should be enclosed to this form:

�� (A)�� A statement from the Statutory Auditors of the Indian company certifying that:

(i) at least 80% of the average turnover of the Indian company in the three previous financial years is from the specified activities/ sectors (viz) IT and Entertainment, Software, Pharmaceuticals, Biotechnology and other sectors as may be notified from time to time or the Indian party has an annual average export earnings of at least Rs. 100 crores in the three previous financial years from these activities/ sectors;

(ii) the issued amount of the ADRs/ GDRs exchanged for acquiring shares of the overseas (acquired) company is within the limit specified in the Foreign Exchange Management.� (Transfer or Issue of Foreign Security) Regulations, 2000.

(iii) the ADRs and/ or GDRs issued for the purpose of acquisitions are backed by underlying fresh equity shares of the Indian party;

(iv) after the new ADR and/ or GDR issue, the total holding in the Indian party by persons resident outside India in the expanded capital base does not exceed the sectoral cap prescribed under the relevant regulations for such investments in the activities in which the Indian party is engaged; and

(v) where the shares of the foreign (acquired) company are not listed in any stock exchange, its valuation for acquisition is in accordance with the recommendations of the Investment Banker.

�� Or

Where the shares of the foreign (acquired) company is listed on a stock exchange abroad, the valuation of its shares is based on current market capitalisation of the acquired company arrived at on the basis of monthly average price on any stock exchange abroad for the 3 months preceding the month in which the acquisition is committed and over and above, the premium, if any, as recommended by the Investment Banker in its due diligence report.

�� (B)�� Copy of the report together with due diligence report, if any, from an Investment Banker in support of the valuation as indicated at above.

(C)�� Other relevant documents as submitted to the Stock Exchange/ Regulatory Authorities in the host country of the company acquired.

FORM ODI: Application to Reserve Bank of India for Direct Investment in a Joint Venture/ Wholly Owned Subsidiary Abroad

For office use only

[All amounts of foreign currency (FCY) & Indian Rupees (INR) should be in thousands only, i.e. �000� should be omitted.]

Date of Receipt:

Inward No.:

PART A: GENERAL

1.� Brief Particulars of proposed Investment

(i) Financial commitment (in FCY)

(ii) Country of location

(iii) Nature of Investment

(A) Investment in a new project (i.e. Fresh Proposal)

�� OR

Purpose of Investment

(a) Participant in JV

(b) Contribution in WOS

(d) Partial acquisition of a foreign concern

(e) Others (Please specify)

(B) Investment in an existing project (i.e. supplementary proposal)

Please indicate 13 digits Approval/ Identification No. issued by RBI:

Purpose of Investment

(a) Enhancement of equity of the existing JV/ WOS

(b) Grant of/ Enhancement of loan

(d) Others (Please specify)

II. Line of Activity of the JV/WOS (Please tick the relevant box)

(a) (i) Manufacturing

(b) Brief particulars of products to be manufactured/goods to be traded/ services to be rendered:

(ii) Trading

(iii) Financial

(iv) Non-Financial Services

(v) Others (Please specify)

III. Proposed capital structure of the JV/ WOS

Indian Party (ies)

%stake in equity

Foreign Partner(s)

%state in equity

PART B: PARTICULAR OF INDIAN PARTY (IES) AND FOREIGN PARTNER (S) INDICATED AT A. III ABOVE

I. Indian Party (Cases where there are more than one Indian party, information may be given on separate sheets for each of the parties)

(i) Name & Address:

(ii) Date of Incorporation

(iii) Date of commencement of business

(iv) Status

(a) Public Ltd. Company (1),

(b) Private Limited Company (2),

(d) Others (4) (Please specify)

(v) Existing Line of Activity

(vi) Years of experience in the line of Activity

(vii) % of Non-resident interest in the share capital of the Indian Party

(viii) Financial particulars of the Indian Party for the last 3 years

Accounting Year ending

Domestic sales

Foreign exchange earnings from exports (excluding equity exports to existing JV/ WOS)

Foreign exchange earnings other than from exports

Net Profit/

(Loss)

Paid-up Capital

Net worth

(1)

(2)

(3)

(4)

(5)

(6)

(7)

(ix) Particulars of existing Joint Ventures (JV) and Wholly Owned Subsidiaries (WOS) already in operation or under implementation, of the Indian party and its group concerns and foreign exchange earnings from these concern: �� (Amount in FCY)

Sr. No.

Name of Indian Party

Name of JV/WOS/Country

Approval No. allotted by Reserve Bank

Amount of investment

Dividend*

Others**

Projected exports

Exports made

Outstanding if any

Equity

Loan

Guarantee

(E)

(R)

(E)

(R)

*Total Repatriations (R) vis-�-vis entitlements (E) (entitlements & repatriations in the last 3 years to be given in brackets)

**Total non-equity of export made so far (figures for last three years to be given in brackets)

II. Particulars of the Foreign Partners(s)/ concern (To be filled in case of foreign investment in JVs only.� Cases where there are more than one foreign partner, information may be given on separate sheets for each of the collaborators)

(a) Name & Address of the foreign partner/concern

(b) Date of incorporation

(d) Financial particulars of the foreign partner/concern during the last 3 years: �� (Amount in FCY)

Accounting Year ending

Sales

Net Profits/

(Loss)

Paid-up Capital

Net worth

Dividend %

(1)

(2)

(3)

(4)

(5)

(6)

PART C: PERFORMANCE OF THE JV/ WOS

(To be filled in case of supplementary proposals only)

I. Date of latest Annual Performance Report (APR) submitted to Reserve Bank

II. Date of Incorporation

III. Date of commencement of business

IV. Capital structure of JV/ WOS�� �(Amount in FCY)

(a) Indian Equity

Approved Amount (i)

% age to total equity (ii)

Actual investment� (iii)

% age to total equity� (iv)

(b) Mode of Indian equity investment

(i) Cash Remittance

(ii) Capitalisation of:

(a) Exports of Plant & Machinery/ Goods

(b) Others (Please specify)

(iii) GDR/ ADR proceeds

(iv) Swap of shares

(v) Bonus shares

(vi) Out of EEFC balances

(vii) Others (Please specify)

(c) Foreign Equity

Amount:

% to total equity:

V. (a) Position of Term Loan (TL)/ Working Capital (WC) Loan availed of by JV/ WOS�� (Amount in FCY)��

Amount approved

Outstanding amount

Overdue amount, if any

TOTAL

+WC

(i) From Indian Party

(ii) From Foreign partner

(iii) From Indian banks/ financial institutions

(iv) Other (please specify)

�� Total:

(b) Position of guarantees extended to JV/ WOS�� (Amount in FCY)

Amount of guarantee approved/ extended

Amount invoked/ claimed (if any)

Date of Invocation

Amount paid so far

(i) By Indian Party

(ii) By Foreign party

(iii) By Banks/ financial institutions in India

(iv) By Banks/ financial institutions outside India

(v) Others (Please specify)

(VI). Operational details of the JV/WOS for the last three years�� (Amount in FCY)

(Year ended)

(1)

(2)

(3)

(i) Gross Sales/ Turnover

(ii) Net Profit/ (Loss)

(iii) Dividend

(iv) Net worth

VII. Entitlements (E) and Repatriation (R) from the JV/ WOS

(During the last year ended)

(Since commencement of business)

(Total outstanding entitlement due for repatriation)

(i) Dividend

(ii) Others (Royalties, technical know-how fees, consultancy fees, etc. please specify)

(iii) Non-equity exports realized

(vi) FDI Inflows

VIII. Present proposal in brief with supporting reasons:

PART D: FINANCIAL PACKAGE OF JV/ WOS

(If the project is to be implemented in phases, separate sheets showing phase-wise distribution of cost should be attached and only the total of all the phases should be indicated below)

I. Rate of exchange applied for the projections: 1US$ = INR ______. FCY ________ Units = US$ ________

II. Estimated cost of the project (In case of supplementary proposals, the revised cost of the project may be indicated)�� (Amount in FCY)

(i) Cost of Capital Equipment

(ii) Cost of Land

(iii) Cost of Civil Works

(iv) Cost of Misc. Fixed Assets

(v) Preliminary & Pre-operative Expenses

(vi) Contingencies

(vii) Others (Please specify)

�� Total:

III. Financing of the estimated project cost:

Equity

Term loan (TL)/ Working Capital (WC)

Guarantee

Amount of Equity

%age to total Equity

Amount

Period

Rate of Interest

Amount

Period

(A) By Indian Party (ies)

(i)

(ii)

(iii)

�� Sub Total:

(B) By Foreign Partners

(i)

(ii)

(iii)

�� Sub Total:

(i)

(ii)

(iii)

�� Sub Total:

�� Total of A to C

(Equity share capital plus term loan above should be equal to the total cost of the project as at II above.)

IV. Method of Investment �� (Amount in FCY)

(a) By the Indian Party

(i) Cash Remittance

(ii) Capitalisation of:

�� (A) Export of Plant & Machinery/ �� Goods

�� (B) Others (Please specify)

(iii) ADRs/ GDRs raised abroad

(iv) Swap of shares

(v) Others (Please specify)

�� Total

(b) By the foreign partner

(i) Cash

(ii) Fixed Assets

(iii) Loans

(iv) Others (Please specify)

�� Total

(c) Funding of Indian investment

(i) Self-generated funds

(ii) Assistance under Overseas Investment Finance Scheme of the EXIM Bank, if applicable

(iii) Resources raised through ADRs/ GDRs

(iv) Loans from banks/ financial institutions.

(v) Out of balance in EEFC Account

(vi) Swap of shares

(vii) Others (Please specify)

�� Total

V. Management of the foreign concern.� (Whether the Indian party will have management control?� If yes, give brief particulars of management/ managerial functions to be discharged by the Indian party).

PART E: FINANCIAL PROJECTIONS OF THE FRESH/ REVISED FINANCIAL PROJECTIONS IN CASE OF SUPPLEMENTARY INVESTMENT PROPOSALS

I. Profitability Projections:

�� Years of Operation �� (Amount in FCY)

(a) Gross sales/ turnover

(b) Operating cost excluding depreciation and interest

(d) Interest:

(i) On term loans

(ii) On Working Capital loans

(e) Tax

(f) Net Profit/ Loss

(g) Dividend

(h) Transfer to reserves

(i) Accumulated reserves & surplus/ loss

(j) Net worth

II. Repatriable entitlements of Indian Party, net of host country tax, during the next 5 years of operation.

�� Years of Operation �� (Amount in FCY)

Total

(a) Dividend

(b) Technical know-how fees

(d) Engineering/ Technical services fees

(e) Consultancy/ Management fees

(f) Selling agency commission

(g) Others (Please specify)

�� Total

III. Projected for non-equity/ incremental exports: �� (Amount in INR)

Total

FOB Value

IV. (a) Whether the applicant party/ ies, its promoters, director, etc. have come under investigations by Enforcement Directorate. If yes, the brief details thereof including present stage of investigation/ adjudication/ manner of disposal of the case should be furnished.

��

(b) Whether the promoter Indian party/ ies is/ are presently on the Exporters� Caution-list of RBI for non-realisation of export proceeds. If so, the present position may be indicated.

V. Any other information relevant to this proposal, including any special benefits/ incentives available in the host country for setting up/ acquiring the proposed concern:

VI. Name and address, telephone, telex and fax numbers of the branch of the authorised dealer through whom remittance towards the investment will be made.

DECLARATION

I/ we hereby certify that the information furnished above are true and correct.

(Signature of authorised official with Stamp): __________________________

Place:�� Name: _______________________

Date:�� Designation: __________________

List of Enclosures:

ANNEXURE: INSTRUCTIONS FOR FILLING UP THE FORM ODI

(This part should be detached and retained by the applicant)

(1)�� Application complete in all respects must be submitted in three sets together with the following documents to the Chief General Manager, Reserve Bank of India, Exchange Control Department, Central Office, Overseas Investment Division (OID), Amar building, Mumbai-400 001:

(a)�� Draft Joint Venture Agreement (or Memorandum & Articles of Association in the case of a Wholly Owned Subsidiary) specifying the equity structure, management, rights and responsibilities of shareholders and also draft agreement(s) for supply of technical know-how, management and other services, if applicable.

(b)�� A detailed project/feasibility report incorporating, inter alia, projected funds flow statement and balance sheets for five years, the information on various leverage and profitability ratios like debt-equity ratio, debt service coverage ratio, return on investments, etc. of the foreign concern accompanied by the statement from a Chartered Accountant certifying the ratios and projections, given in the application/report.

(c)�� A report from the bankers of the Indian party in sealed/ closed cover.

(d)�� The latest Annual Accounts, i.e. Balance Sheet and Profit and Loss Account alongwith Directors� Report of the Indian party.

(e)�� Additional documents as under, if the application is made for partial/ full take over of an existing foreign concern: -

�� (i) A copy of the certificate of incorporation of the foreign concern;

(ii) Latest Annual Accounts, i.e. the Balance Sheet and Profit and Loss Account alongwith Directors� report of the foreign concern; and

�� (iii) A copy of the share valuation certificate from a Chartered Accountant/ Auditors� firm.

(f) A copy of the resolution of the Board of Directors of the Indian party/ (ies) approving the proposed investment.

(g)�� Where investment is in the financial services sector, a certificate from a Chartered Accountant/ Auditor�s firm to the effect that the Indian Party:

�� (i) has earned a net profit during the preceding three years from the financial services activity;

�� (ii) is registered with the appropriate regulatory authorities;

(iii) has a minimum net worth (paid-up capital and free reserves) of not less than Rs. 15 crores as on the date of last audited balance sheet; and

�� (iv) has fulfilled the prudential norms relating to capital adequacy as prescribed by the concerned regulatory authority in India.

2.�� Where there are more than one Indian promoter of the JV/ WOS, only one application should be submitted on behalf of all the promoters.

3.�� (a)�� In case an Indian party is seeking approval for acquisition of overseas concern through bidding/ tender procedure (with/ without remittance of any earnest money deposit (EMD)/ issue of bid bond guarantee), Indian Party should approach the Reserve Bank at least one month in advance from the last date for submission of bid to the overseas authority with the following documents:

(i) application in form ODI, to the extent applicable;

(ii) certified relevant extracts of the terms and conditions of bid;

(iii) Chartered Accountant�s certificate indicating the valuation of shares and assets of the overseas concern justifying the acquisition price, where applicable; and

(iv) a project/ feasibility report.

(b)�� In the case where the bid is won by the Indian Party but the terms and conditions of the acquisition are different from those furnished earlier to the Reserve Bank the Indian Party should apply afresh to the Reserve Bank in form ODI for prior approval before putting through the transaction.

FORM ODB: APPLICATION FOR ISSUE OF ADRs/ GDRs ON back-to-back basis for overseas acquisitions

(i) Name and address of the Indian Company

(ii) Status of Indian Company

[Public limited company, private limited company, public sector undertaking or others (please specify)]

(iii) Name of the Industrial Group/ House to which the applicant company belongs

(iv) Date of incorporation

(v) Existing line(s) of activity (activities):

(vi) Financial particulars of the Indian company for the last three years �� (Rs. In crores)

Financial year ended

Domestic Sales

Forex earnings by way of exports

Forex earnings (other than export of goods/ service)

Net Profits/

Loss

Paid-up Capital

Net worth

(1)

(2)

(3)

(4)

(5)

(6)

(7)

(vii) Particulars of the existing overseas JV/ WOS set up/acquired by the applicant company and its operational details for the last three years. �� (Amount in Foreign Currency/ Million)

Name of the overseas concern and its location

Approval No. issued by RBI

Name of foreign Currency

Amount of Investment

Average annual turnover

Amount repatriated to India

Dividend�� Other entitlements�� Exports�� realised

Profit (loss) during the last year

Net worth as per the last balance sheet

Equity

Loan

Guarantee

Dividend

Other entitle-ments

Exports

realised

!1)

(2)

(3)

(4)

(5)

(6)

(7)

(8)

(9)

(10)

(11)

(12)

(viia) Amount of blanket approval limit being sought for and the justification therefore.�

(Please see the instructions)

(viii) If the applicant company or its sister concern/ promoters/ directors are under Exporters� Caution List of the Reserve Bank or their affairs are under investigation by Directorate of Enforcement/ Other law enforcing agencies, the brief particulars thereof and the present position may be indicated here.

DECLARATION

It is hereby certified that the information furnished above is true and correct.� It is further certified that all the legal and other regulations/ requirements in India and the host country of acquisitions will be complied with when the transactions for the acquisitions are put through after obtaining necessary approval from the Reserve Bank.

(Signature of authorised official with Stamp): __________________________

Place:�� Name: _______________________

Date:�� Designation: __________________

List of Enclosures:

INSTRUCTIONS FOR FILLING UP THE FORM ODB

1.�� The form complete in all respects should be submitted in triplicate to the Chief General Manager, Reserve Bank of India, Exchange Control Department, Central Office, Overseas Investment Department, Amar Building, Mumbai -400 001.

2.�� For foreign currency, SWIFT codes may be used.

3.�� The application should be accompanied by a statement from a Chartered Accountant certifying that at least 80% of the average turnover of the applicant company in the in the previous three financial years is from the specified activities/ sectors (viz, Information Technology and Entertainment Software, Pharmaceuticals and Biotechnology and other sectors as may be notified from time to time) or the applicant-company has an annual export earnings of at least Rs. 100 crores in the three previous financial years from these activities/ sectors.

4.�� If any specific acquisition deal has been negotiated, the details thereof including the name of the overseas company being acquired, its performance for the last three years, share exchange ratio, acquisition price, valuation report from the Investment Banker and the likely benefits to the acquiring company may also be furnished as an Annexure.

5.�� A brief write-up incorporating, inter alia, the tentative business plan of overseas acquisitions, country of location of such foreign companies and their line of activity and financial and operational particulars, rough estimates of acquisition cost and the basis thereof, likely benefits to the applicant company and the country from such acquisitions, such as, synergy between operations, dividend and other inflows, access to technology, incremental exports, etc. should be enclosed to this form. The information furnished will be kept confidential.

FORM APR: Annual Performance Report (APR) on the functioning of Indian Joint Venture (JV)/ Wholly Owned Subsidiary (WOS) abroad for the year ended_________________________ (Accounting year of the JV/ WOS)

(Please read the instructions given in the Annexure before filling up this form)

PART A: GENERAL

1. RBI Approval Number/ Date:

2. Ministry of Commerce (GOI) Approval Number/ Date (if any):

3. Name and address of Indian Promoter Company (ies):��

�� (a) Name:

�� (b) Address:

4. Name and Address of the JV/ WOS:

�� (a) Name:

�� (b) Address

5. Date of (for the JV/ WOS):

(a) Incorporation

(b) Commencement of operations

6.�� Name of the FC referred to in this form:

7.�� (a)�� Line of activity of the JV/WOS

(Please tick the appropriate box)

(i) Manufacturing

(ii) Trading

(iii) Financial services

(iv) Non-financial services

(v) Others

(b)�� Brief details of the products manufactured/ goods traded/ services rendered by the JV/ WOS:

(Code to be filled in by RBI)

PART B: FINANCIAL STRUCTURE

8(a). Capital structure of the JW/ WOS

Total amount approved

Actual amount held

% of the total equity

INR

% of the total equity

FC

INR

(i) Indian equity

(ii) Foreign equity

(b) Equity structure of the JV/ WOS:

Name of Indian promoters

Equity percentage

RBI holding licence (No & date)

Names of the foreign collaborators

Country to which they belong

Equity percentage

Total amount approved

Actual amount acquired/ held

INR

(I)�� Cash remittance

(ii)�� Capitalisation of: -

I. Export of plant and machinery goods

II. Technical know-how fees

III. Royalty

IV. Engineering/ Technical services fees

V. Consultancy/ Management fees

VI. Selling agency commission

(iii)�� GDR/ Foreign currency loans raised abroad

(iv)�� Bonus shares

(v)�� Other methods (Please specify)

�� Total

9. Position of term/ working capital loans/ guarantees: �� (Amount only in FC)

Total amount approved

Outstanding amount

Overdue amount

Principal

Interest

Total

(a) Term loans from:

(i) Indian promoters

(ii) Banks/ financial institutions (FIs)

(iii) Others (Please specify)

(b) Working capital loans from (Please see Items �H� of the Annexure):

�(i) Indian promoters

(ii) Banks/ FIs

(iii) Others (Please specify)

Total amount approved/ extended

Total amount invoked/ claimed

Date of invocation

Amount paid so far

(i) Indian promoters

(ii) Indian Bank/ FIs

(iii) Others (Please specify)

10. Amount of foreign exchange released to the Indian promoter company (ies) on repatriation basis for different purposes: (Please see Item �I� of the Annexure) �� (Amount only in FC)

Sr. No.

Purpose

Date and amount of remittance

Amount repatriated so far

Date

Amount

PART C: PERFORMANCE PARAMETERS

11. Operational details of the JV/WOS for the year under report: �� (Amount only in FC)

(a) Installed capacity (Applicable to manufacturing concerns only.)

�� (i)�� Unit name

�� (ii)�� Amount (000 omitted)

(b) Capacity utilisation (only %)

(d) Operating cost (excluding depreciation & interest)

(e) Depreciation

(f) Interest

(g) Tax

(h) Net profit (+)/Loss (-)

(i) Dividend

(j) Transfer to reserves

(k) Free reserves & surplus��

(l) Accumulated losses

(m) Net worth

13. Position of non-equity exports to the JV/ WOS:�� (Amount only in INR)

Year under report

Since the commencement of business by JV/ WOS

a. Projected value

b. Value actually exported so far

c. Value realised so far

d. Value outstanding for realisation beyond 6 months

14. If the performance of the JV/ WOS has not been satisfactory, indicate the principal reason(s) by ticking (√) the appropriate box (es):

(a) Non-cooperation of foreign collaborator

(b) Liquidity problems

(d) Change in the law/ policy of host country

(e) Management problems

(f) Obsolescence of technology

(g) Marketing problems

(h) Others (Please specify)

15.�� A note on the basic features of the progress and achievements of the JV/ WOS on the basis of original/ revised projections should be attached to this APR (Please see Item �K� of the Annexure before preparing the note).

DECLARATION

We hereby declare that the information furnished in this report are true and correct to the best of our knowledge and belief

(Signature of authorised official with Stamp): __________________________

Place:�� Name: _______________________

Date:�� Designation: __________________

Enclosures:��

1. Note on functioning of the JV/ WOS

2. Annual accounts alongwith Directors� report for the year ended

3. Bank certificates in respect of repatriations

ANNEXURE: INSTRUCTIONS FOR FILLING OF THE APR

(This portion should detached and retained by the Indian promoter company submitting the APR)

A.�� (i) This form, duly filled in, should be submitted within 30 days of the expiry of the statutory period for the finalisation of the audited annual accounts applicable in the host country of the JV/WOS.� A certificate indicating the statutory period from an independent Chartered Accountant/Public Accountant of the host country should be attached.

(ii) In case, there is no such statutory period, this form should be submitted within 6 months from the close of relevant accounting period.

�� (iii) In case there are more than one Indian promoter company, the principal promoter company has to �� submit the APR on behalf of all other promoter companies.

B.�� The Indian promoter company of the JV/ WOS should submit this form in duplicate to the concerned Regional Office of Exchange Control Department of Reserve Bank of India and another copy to Ministry of Commerce, EP (OI) Section, Government of India, Udyog Bhavan, New Delhi-110 001.

C.�� (I) All amounts of Foreign Currency (FC) and Indian Rupees (INR) should be rounded off to the nearest thousand and the same should be indicated after omitting �000, e.g. 10,499 and 10,500 should be shown as 10 & 11 respectively.

�� (ii) Capital letters should be used for filling up this form.

D.�� Additional sheets may be attached if the space available against a particulars item is not sufficient.

E�� Equivalent INR in respect of FC should be given as on the date of actual conversion.

F.�� Wherever boxes are provided in items requiring date, the first two boxes are meant for the date, next two for the month and next four for the years.

G.�� In respect of any item [excepting items 1, 3(a) and 4(a)] if the contents have not undergone any change vis-a-vis the last APR, then indicate �No Change� in the relative boxes/against the particular item.

H.�� In item 9(b) if separate break up of overdue amount as principal and interest is not available then the total figure may only be indicated under �Total� column.

I.�� In respect of all repatriations [c.f. Items 10 and 12(a)] supporting bank certificates (in form BCI) should be enclosed.� If such certificates have already been submitted along with the Annual Return of Foreign Currency Shares or otherwise the reference thereof should be cited.

J.�� The total of year-wise break-up of outstanding entitlements given under Item 12(b) should tally with total outstandings as indicated under Item 12(a).

K.�� The note as per Item 15 of the APR should include the following-

(i) In case of non-satisfactory performance of the JV/WOS, the reasons cited at Item 14 should be briefly explained along with the necessary corrective steps taken/proposed to be taken to bring about a turnaround.

(ii)�� The reasons for outstanding entitlements, if any, and the steps being taken to realize the same should be indicated.

(iii)�� The reasons for not meeting the target of non-equity exports, if any, and non-realisation of proceeds of such exports beyond 6 months, if any should be explained.

(iv)�� The reasons for the overdue outstandings in term/working capital loan accounts, if any, and steps�� taken to square up the same should be furnished.� The circumstances leading to invocation of guarantees and non-payment of claim, if any, should also be explained.

(v)�� In respect of JV/WOS set up abroad for attracting foreign investment into India, information on the amount of foreign investment brought into India vis-�-vis the projections made in the application in Form ODI should be highlighted and reasons for shortfall should be explained.

�� (vi)�� Any special feature, which is of importance to the functioning of the JV/WOS including �� information/developments relating to disinvestments (partial or full), liquidation, etc. and does not �� figure elsewhere in this APR should also be highlighted.

PART I: DIRECT INVESTMENT OUTSIDE INDIA

PART IA: INVESTMENTS ABROAD BY A FIRM IN INDIA

PART II: INVESTMENTS IN FOREIGN SECURITIES OTHER THAN BY WAY OF DIRECT INVESTMENT

SCHEDULE I (See Regulation 17B)

List of professional services by registered partnership firms eligible for investment abroad without prior approval of the reserve bank

FORM ODA: DIRECT INVESTMENT IN JOINT VENTURE (JV)/WHOLLY OWNED SUBSIDIARY (WOS) ABROAD UNDER AUTOMATIC ROUTE

For use by RBI only

Manufacturing

Years of operation

DECLARATION

CERTIFICATE BY AUTHORISED DEALER

CERTIFICATE BY STATUTORY AUDITORS OF THE INDIAN PARTY

INSTRUCTIONS FOR FILLING UP THE FORM ODA

FORM ODG: Report on overseas acquisition made under the ADR/ GDR Stock Swap Scheme��������

Net Profit/

Net-worth

DECLARATION

Instructions for filling up the form

FORM ODI: Application to Reserve Bank of India for Direct Investment in a Joint Venture/ Wholly Owned Subsidiary Abroad

PART A: GENERAL

Purpose of Investment

Purpose of Investment

Net worth

DECLARATION

ANNEXURE: INSTRUCTIONS FOR FILLING UP THE FORM ODI

FORM ODB: APPLICATION FOR ISSUE OF ADRs/ GDRs ON back-to-back basis for overseas acquisitions

DECLARATION

INSTRUCTIONS FOR FILLING UP THE FORM ODB

PART A: GENERAL

PART B: FINANCIAL STRUCTURE

FC

Actual amount acquired/ held

PART C: PERFORMANCE PARAMETERS

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FORM ODG: Report on overseas acquisition made under the ADR/ GDR Stock Swap Scheme��