[Refer to paragraph 4(2) of Schedule 1]
Return to be filed by an Indian company who has arranged issue of GDR/ADR
Instructions :
The form should be completed
and submitted to the Reserve Bank of India, Foreign Investment Division,
Central Office, Mumbai.
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Name of the Company |
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2. |
Address of Registered Office |
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3. |
Address for correspondence |
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4. |
Existing Business (Please give the NIC Code of the
activity in which the company is predominantly engaged) |
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5. |
Details of the purposes for which GDRs/ADRs have
been raised. |
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If funds are deployed for overseas investment,
details thereof. |
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6. |
Name and address of the Depository abroad |
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7. |
Name and Address of the Lead/Manager Investment/Merchant
Banker |
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8. |
Name and addresses of the Sub-Managers to the issue |
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9. |
Name and address of the Indian custodians |
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10. |
Details of FIPB approval |
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(Please quote the relevant NIC Code if the GDRs are
being issued under the Automatic Route) |
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11. |
Whether any overall sectoral cap for foreign
investment is applicable. If yes, please give details. |
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12. |
Details of the Equity Capital |
Before Issue |
After Issue |
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(a) Authorised Capital |
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(b) Issued and Paid-up Capital |
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(i) Held by persons Resident in India |
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(ii) Held by foreign investors other than
FIIs/NRIs/PIOs/OCBs (A list of foreign investors holding more than 10 per
cent of the paid-up capital and number of shares held by each of them should
be furnished) |
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(iii) Held by NRIs/PIOs/OCBs |
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(iv) Held by FIIs. |
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Total Equity held by non-residents |
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(c) Percentage of equity held by
non-residents to total paid-up capital |
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13. |
Whether issue was on private placement basis. If yes,
please give details of the investors and ADRs/GDRs issued to each of them |
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14. |
Number of GDRs/ADRs issued |
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15. |
Ratio of GDRs/ADRs to under-lying shares |
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16. |
Issue Related Expenses |
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(a) Fee paid/payable to Merchant Bankers/Lead
Manager |
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(i) Amount (in US $ etc.) |
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(ii) Amount as percentage to the total issue |
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(b) Other Expenses |
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17. |
Whether funds are kept abroad. If yes, name and
address of the bank |
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18. |
Details of the listing arrangement |
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Name of Stock Exchange |
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Date of commencement of trading |
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19. |
The date on which ADRs/GDRs issue was launched |
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20. |
Amount raised (in US $) |
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21. |
Amount repatriated in (US $) |
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Certified that all the
conditions laid down by Government of India and Reserve Bank of India have been
complied with
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Sd/- |
Sd/- |
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Chartered Accountant |
Authorised Signatory of the Company] |
[Refer to paragraph 4(3) of Schedule 1]
(To be submitted to the Reserve Bank of India, Foreign Investment Division, Central Office, Mumbai)
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1. |
Name of Company |
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2. |
Address |
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3. |
GDR/ADR issue launched on |
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4. |
Total No. GDRs/ADRs issued |
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5. |
Total amount raised |
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6. |
Total interest earned till end of quarter |
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7. |
Issue Expenses and commissions etc. |
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8. |
Amount repatriated |
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9. |
Balance kept abroad Details |
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(i) |
Banks Deposits |
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(ii) |
Treasury Bills |
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(iii) |
Others (Please specify) |
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10. |
No. of GDRs still outstanding |
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11. |
Company’s share price at the end of the quarter |
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12. |
GDR price quoted on overseas stock exchange as at
the end of the quarter |
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Certified that funds raised
through ADRs/GDRs have not been invested in stock market or real estate.
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Sd/- |
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Chartered Accountant |
Authorised Signatory of the Company] |
[See paragraph 6 of
Schedule I]
List of 22 industries in respect of which dividend balancing is applicable
1. Manufacture
of food and food products
2. Manufacture
of dairy products
3. Grain
mill products
4. Manufacture
of bakery products
5. Manufacture
and refining of sugar (vacuum pan sugar factories)
6. Production
of common salt
7. Manufacture
of Hydrogenated oil (Vanaspati)
8. Tea
processing
9. Coffee
10. Manufacture
of beverages, tobacco and tobacco products
11. Distilling,
rectifying and blending of spirits, wine industries, malt liquors and malt,
production of country liquors and toddy
12. Soft
drinks and carbonated water industry
13. Manufacture
of cigar, cigarettes, cheroot and cigarette tobacco
14. Manufacture
of wood and wood products, furniture and fixtures
15. Manufacture
of leather and fur/leather products
16. Tanning,
curing, finishing, embossing and japanning of leather
17. Manufacture
of footwear (excluding repair) except vulcanised for moulded rubber or plastic
footwear
18. Manufacture
of footwear made primarily of vulcanised or moulded products
19. Prophylactics
(rubber contraceptive)
20. Motor
cars
21. Entertainment
electronics (VCRs, Colour TVs, CD Players, Tape Recorders)
22. White
goods (Domestic Refrigerators, Domestic Dishwashing Machines, Programmable
Domestic Washing Machines, Microwave Ovens, Air-conditioners).
[See Regulation 5(2)]
Purchase/sale
of shares and/or convertible debentures of an Indian company by a registered
Foreign Institutional investor under Portfolio Investment Scheme
1. 1[(1) A registered Foreign
Institutional Investor (FII) may purchase the shares and convertible
debentures of an Indian company under Portfolio Investment Scheme.
(2) The purchase of shares/convertible
debentures under sub-paragraph (1) shall be made through registered broker on
recognized stock exchange in India.]
(3) The amount of consideration for purchase
of shares/debentures shall be paid out of inward remittance from abroad through
normal banking channels or out of funds held in an account maintained with the
designated branch of an authorised dealer in India, in accordance with these
Regulations.
(4) The total holding by each FII/SEBI
approved sub-account of FII shall not exceed 10% (ten per cent) of the total
paid-up equity capital or 10% (ten per cent) of the paid-up value of each
series of convertible debentures issued by an Indian company and the total
holdings of all FIIs/sub-accounts of FIIs put together shall not exceed 24 per
cent of paid-up equity capital or paid-up value of each series of convertible
debentures :
2[Provided that the limit of
24 per cent referred to in this paragraph may be increased up to the sectoral
cap/statutory ceiling, as applicable, by the Indian company concerned by passing
a resolution by its board of directors followed by passing of a special
resolution to that effect by its general body.]
Explanation - For arriving at the
ceiling on holdings of FIIs, shares/convertible debentures acquired both
through primary as well as secondary market will be included. However, the
ceiling will not include investment made by FII through offshore Funds, Global
Depository receipts and Euro-Convertible Bonds.
3[(5) A registered FII is permitted to purchase shares/convertible
debentures of an Indian company through offer/private placement, subject to the
ceiling specified in sub-paragraph (4) of this paragraph and the Indian company
is permitted to issue such shares:
Provided that—
(a) in case of Public Offer, the price of the
shares to be issued is not less than the price at which shares are issued to
residents, and
(b) in case of issue by private placement,
the price is not less than the price arrived in terms of SEBI guidelines or
guidelines issued by erstwhile Controller of Capital Issues, as applicable.]
Maintenance of account by a
registered FII for routing transactions of purchase and sale of
shares/convertible debentures.
2. 1[A registered Foreign
Institutional Investor may open a Foreign Currency Account and/or a Special
Non-Resident Rupee Account with a designated branch of an authorized dealer for
routing the receipt and payment for transaction relating to purchase and sale
of shares/convertible debentures under this Scheme, subject to the following
conditions :
(i) The Account shall be funded by inward
remittance through normal banking channels or by credit of sale proceeds (net
of taxes) of the shares/convertible debentures sold on stock exchange.
(ii) The funds in the account shall be
utilized for purchase of shares/convertible debentures in accordance with the
provisions of paragraph 1 of this Scheme or for remittance outside India.
(iii) The funds from Foreign Currency Account
of the Registered FII may be transferred to Special Non-Resident Rupee account
of the same FII and vice versa.]
Remittance of
sale proceeds of shares/convertible debentures.
3. The designated branch of an authorised
dealer may allow remittance of net sale proceeds (after payment of taxes) or
credit the net amount of sale proceeds of shares/convertible debentures to the
foreign currency account or a Non-resident Rupee Account of the registered
Foreign Institutional Investor concerned.
Investment by certain other
investors.
4. 2[(1) A domestic asset
management company or portfolio manager, who is registered with SEBI as a
foreign institutional investor for managing the fund of a sub-account may make
investment 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 [that] such
investment is made out of funds raised or collected or brought from outside
through normal banking channel.]
1[***]
2[(2)] Investments permitted
to be made under sub-paragraph (1) shall not exceed 5% (five per cent) of the
total paid-up equity capital or 5% (five per cent) of the paid-up value of each
series of convertible debentures issued by an Indian Company, and shall also
not exceed the over-all ceiling specified in sub-paragraph (4) of paragraph 1
of this Schedule.
[K1]Substituted by the FEM (Transfer or Issue of Security by a
Person Resident outside India) (First Amendment) Regulations, 2004, w.e.f. 1-1-2004.
Prior to its substitution, it read as under :
“(1)
A registered Foreign Institutional Investor (FII) may, through the Securities
and Exchange Board of India, apply to the Reserve Bank for permission to
purchase the shares and convertible debentures of an Indian company under
Portfolio Investment Scheme. The permission may be granted by Reserve Bank
subject to such terms and conditions as may be considered necessary.
(2)
The registered FII permitted by the Reserve Bank under sub-paragraph (1), shall
purchase the shares/convertible debentures of an Indian company through registered
brokers on recognised stock exchanges in India.”
[K2]Substituted by the FEM (Transfer or Issue of Security by a Person Resident outside India) (Amendment) Regulations, 2001, w.e.f. 20-9-2001. Prior to substitution, the proviso was amended by the FEM (Transfer or Issue of Security by a Person Resident outside India) (Amendment) Regulations, 2001, w.e.f. 2-3-2001.
[K3]Substituted
by the FEM (Transfer or Issue of Security by a Person Resident outside India)
(Second Amendment) Regulations, 2003, w.e.f. 18-6-2003. Prior to
substitution, sub-paragraph (5) read as under :
“(5)
A registered FII may also be permitted to purchase shares/convertible
debentures of an Indian company through private placement/arrangement, subject
to the ceilings specified in sub-paragraph (4) of this paragraph.”
[K4]Substituted by the FEM (Transfer or Issue of Security by a
Person Resident outside India) (First Amendment) Regulations, 2004, w.e.f. 1-1-2004.
Prior to its substitution, it read as under :
“The
Reserve Bank may, on application, permit a registered Foreign Institutional
Investor to open a Foreign Currency Account and/or a Non-resident Rupee Account
with a designated branch of an authorised dealer for routing the receipt of and
payment for transactions relating to purchase and sale of shares/convertible
debentures under this Scheme, subject to the following conditions :—
(i) The
account shall be funded by inward remittance through normal banking channels or
by credit of sale proceeds (net of taxes) of the shares/convertible debentures
sold on stock exchange.
(ii) The
funds in the account shall be utilised for purchase of shares/convertible
debentures in accordance with the provisions of paragraph 1 of this Scheme or
for remittance outside India.
(iii) The
funds from Foreign Currency Account of the registered FII may be transferred to
Non-Resident Rupee account of the same FII and vice versa.”
[K5]. Substituted by the FEM (Transfer or Issue of
Security by a Person Resident outside India) (First Amendment) Regulations,
2004, w.e.f. 1-1-2004. Prior to its substitution, it read as under :
“(1)
Reserve Bank may, subject to such terms and conditions as it may consider
necessary permit a domestic asset management company or portfolio manager who
is registered with SEBI as a foreign institutional investor for managing the
funds of a sub-account, to make investment 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 India through normal banking channel.”
[K6]Omitted by the FEM (Transfer or Issue of Security by a Person
Resident outside India) (First Amendment) Regulations, 2004, w.e.f. 1-1-2004.
Prior to its omission, it read as under :
“(2) The application to Reserve Bank for
permission under sub-paragraph (1) may be made through SEBI.”
[K7]Existing sub-paragraph (3) shall be renumbered as sub-paragraph (2) by the FEM (Transfer or Issue of Security by a Person Resident outside India) (First Amendment) Regulations, 2004, w.e.f. 1-1-2004