Annex D

FC-GPR

(To be filed by the company through its Authorised Dealer Category – I bank with the Regional Office of the RBI under whose jurisdiction the Registered Office of the company making the declaration is situated as and when shares/convertible debentures / others are issued to the foreign investor, along with the documents mentioned in item No. 4 of the undertaking enclosed to this form)

  If there is more than one foreign investor/collaborator, separate Annex may be included for items 3 and 4 of the Form.

⁴SWF 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.

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 certifying the amount outstanding on the date of conversion

@ please specify the nature

** before issue of shares

*(Please indicate as applicable)

DECLARATION TO BE FILED BY THE AUTHORISED REPRESENTATIVE OF THE INDIAN COMPANY: 

(Delete whichever is not applicable and authenticate)

We hereby declare that:

1.  We comply with the procedure for issue of shares / convertible debentures as laid down under the FDI scheme as indicated in Notification No. FEMA 20/2000-RB dated 3^rd May 2000, as amended from time to time.

2.  The investment is within the sectoral cap / statutory ceiling permissible under the Automatic Route of RBI and we fulfill all the conditions laid down for investments under the Automatic Route namely (strike off whichever is not applicable).

a) Shares issued on rights basis to non-residents are in conformity with Regulation 6 of the RBI Notification No FEMA 20/2000-RB dated 3^rd May 2000, as amended from time to time.

OR

b) Shares issued are bonus.

OR

c 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

d)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                                                                                                     ____________________

4 The foreign investment received and reported now will be utilized in compliance with the provision of a Prevention of Money Laundering Act 2002 (PMLA) and Unlawful Activities(Prevention) Act, 1967 (UAPA). We confirm that the investment complies with the provisions of all applicable Rules and Regulations

5. We enclose the following documents in compliance with Paragraph 9 (1) (B) of Schedule 1 to Notification No. FEMA 20/2000-RB dated May 3, 2000:

(i)        A certificate from our Company Secretary certifying that

(a)          all the requirements of the Companies Act, 1956 have been complied with;

(b)          terms and conditions of the Government approval, if any, have been complied with;

(c)          the company is eligible to issue shares under these Regulations; and

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(d)       the company has all original certificates issued by authorised dealers

in India evidencing receipt of amount of consideration in accordance

with paragraph 8 of Schedule 1 to Notification No. FEMA 20/2000-RB

dated May 3, 2000.

(ii)       A certificate from SEBI registered Merchant Banker / Chartered Accountant

indicating the manner of arriving at the price of the shares issued to the

persons resident outside India.

6. Unique Identification Numbers given for all the remittances received as consideration   for issue of shares/ convertible debentures/others (details as above), by Reserve Bank.

R

. . .

R

(Signature of the Applicant)*   : ___________________________________________

(Name in Block Letters)           : ___________________________________________

(Designation of the signatory) : ___________________________________________

Place:

Date:

(* To be signed by Managing Director/Director/Secretary of the Company)

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CERTIFICATE TO BE FILED BY THE COMPANY SECRETARY ⁵ OF THE INDIAN COMPANY ACCEPTING THE INVESTMENT:

(As per Para 9 (1) (B) (i) of Schedule 1 to Notification No. FEMA 20/2000-RB dated May 3, 2000)

In respect of the abovementioned details, we certify the following :

1.   All   the   requirements   of   the   Companies   Act,   1956   have   been   complied   with.

2.   Terms and conditions of the Government approval, if any, have been complied with.

3.   The company is eligible to issue shares / convertible debentures/others under these Regulations.

4.   The company has all original certificates issued by AD Category – I banks in India, evidencing receipt of amount of consideration in accordance with paragraph 8 of Schedule 1 to Notification No. FEMA 20/2000-RB dated May 3, 2000.

(Name & Signature of the Company Secretary) (Seal)

FOR USE OF THE RESERVE BANK ONLY:

Registration Number for the FC-GPR:

Unique Identification Number allotted to the Company   at   the   time   of   reporting   receipt   of remittance                                                                            R

If the company doesn’t have full time Company Secretary, a certificate from practising CS may be submitted

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