Ozg FEMA Consultant
Phone # 09811415831-37-61-72-84-92-94
FORM ODI
PART
I
For office use only
Date of Receipt ----------------
Inward No. -----------------
Section A: Details of
Indian Party
(I)
Investment under (i) Automatic Route
(ii)
Approval Route
(In
case there is more than one Indian party, information
may be given on separate sheets for each of the parties)
(II)
Name of Indian Party
(III)
Address of Indian Party
City
State
Pin
(IV)
Contact Person
Designation
Tel No.
Fax
e-mail
(V)
Status of Indian Party: (Please tick appropriate category)
(1)
Public Ltd. Company
(2) Private Limited Company
(3)
Public Sector Undertaking
(4) Registered
Partnership
(5)
Proprietorship
(6) Unregistered
Partnership
(7)
Trust
(8) Society
(9)
Others
(VI)
Activity code of Indian Party*
*NIC code at 3-digit level
[If the Indian Party is engaged in Financial sector or falls under the category of Proprietorship, Unregistered Partnership or Financial sector, please furnish the details in Item VII below].
[If the Indian Party is engaged in Financial sector or falls under the category of Proprietorship, Unregistered Partnership or Financial sector, please furnish the details in Item VII below].
(VII) Financial
particulars of the Indian Party for the last 3 years
(Amt. in Rs. 000s)
Particulars
|
Year
1
31-3-
|
Year
2
31-3
|
Year
3
31-3
|
Foreign
exchange earnings
(excluding equity exports to JV/WOS)
|
|||
Net
profit
|
|||
Paid-up
Capital
|
|||
Net
worth of (a) Indian Party
(b) Group Company@
|
|||
@
In terms of Explanation to Regulation 6 (3) of Notification No. FEMA 120/
RB-2004 dated July 7, 2004
(VIII) 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:
Sr.
No.
|
Name
of Indian Party
|
Unique
Identification Number allotted by
Reserve Bank
|
1.
|
||
2.
|
||
3.
|
||
(IX)
Whether the proposed investment is
(Tick the appropriate box)
(a) New
Project
(Please furnish the
details in Section B)
(b) Existing Project*
(Please furnish the details in Section C)
* Acquisition of
stake in an already existing JV/WOS
overseas promoted by an Indian party.
Section B: Details of Investment in New Project
Section B: Details of Investment in New Project
For Reserve Bank use only
Unique Identification Number
(I) Purpose of investment (Please tick appropriate category)
(a) Participation in
JV
(b) Contribution in WOS
(c) Full
acquisition of a foreign concern
(d) Partial
acquisition of a foreign concern
(e) Investment
in unincorporated
entity
(f) Others
(II) Particulars of JV/WOS
(a) Name of JV/WOS
(b) Address of JV/WOS
(c) Name of the country
(d) e-mail
(e) Accounting year followed by JV/WOS
(III)
Activity code of JV/WOS
(IV)
Whether JV/WOS is SPV (Y/N)?
#
#
If Y, Please furnish the details in
Section D
Proposed
Capital Structure
[a] Indian Party (ies)
|
% stake
|
[b] Foreign partner(s)
|
% stake
|
||
(1)
|
(1)
|
||||
(2)
|
(2)
|
||||
(3)
|
(3)
|
Section C: Details of
Investment in Existing Project
Indicate 13 digit Unique
Identification Number issued by Reserve Bank
(I) Purpose of Supplementary
Investment (Please tick appropriate category)
(a) Enhancement of Equity in
existing JV/WOS
overseas
(b) Enhancement of Preference Equity/ Convertible
Debt
(c) Grant/ Enhancement of Loan in
existing JV/WOS
(d) Extension/ Enhancement of Guarantees
(e) Remittances to Unincorporated
Entity
(e) Others
(II) Capital Structure
[a] Indian
Party (ies)
|
% stake
|
[b] Foreign partner(s)
|
% stake
|
||
(1)
|
(1)
|
||||
(2)
|
(2)
|
||||
(3)
|
(3)
|
Section
D - Funding for JV / WOS
(Amount in
FCY 000's)
I Full Value of the Overseas Acquisition
II Estimated cost of overseas acquisition for the
Indian Party
III Financial
commitment * (in applicable FCY):
FYC
Amount
IV Method of Investment by Indian Party
(i) Cash Remittance
(a) EEFC
(b) Market Purchase
(ii) Capitalization of
(a) Export of plant and machinery
(b) Others (please Specify)
(iii)ADRs
/GDRs [raised overseas]
(iv) ECB/FCCB
(v) Swap of shares
(vi) Others (Please specify)
Total A
[Indian Party]
V. Whether JV/WOS
is SPV (Y/N)
(a) If Y, purpose of
SPV:
i) Full value of the overseas
acquisition
ii)
Direct / Indirect infusion by
SPV
ii) Funds
raised overseas with guarantee/
counter guarantee from Indian party
iii)
Funds raised overseas without guarantee/
counter guarantee from Indian Party
iv) Funds
contributed in the form of equity/
preference equity/ shareholder’s loans
by
foreign investors
v)
Securitisation
vi) Any
other mode (please specify)
Total
VI.
Guarantees/ Other Non fund based Commitments
Note * : Financial Commitment as defined
in FEMA 120/RB-2004 dated July 7, 2004 Sec 2(f)- Financial Commitment means amount of Direct
Investment by way of contribution to equity, loan and 100 per cent of the amount
of guarantee issued by Indian Party to or on behalf of its overseas Joint Venture company or Wholly Owned Subsidiary.
Section E :
Declaration by the Indian Party
(a) Whether the applicant party (ies), its
promoters, directors, etc., are under investigations
by any investigative/enforcement
agency or regulatory body. If yes, the brief details thereof, including
present stage of investigation/
adjudication / manner of disposal of the case.
_______________________________________________________________
_______________________________________________________________
(b) Whether the promoter Indian party (ies)
is (are) presently on Exporters' Caution List of Reserve Bank for
non-realization of export proceeds or on the list of defaulters to the Banking System circulated by Reserve Bank. If so, status
of the Indian party (ies):
_______________________________________________________________
_______________________________________________________________
(c) Any other information
relevant to this proposal, including any special benefits / incentives
available in the host country for
setting up / acquiring the proposed concern.
_______________________________________________________________
_______________________________________________________________
(d) Wherever applicable, the Annual
Performance Report, as required in terms of Regulation 15(iii) of the
Notification No. FEMA 120 / RB - 2004 dated July 07, 2004, as amended from time
to time, in respect of all the existing JV / WOS of the Indian party has been
submitted.
I/
We hereby certify that the information
furnished above are true and correct.
___________________________
Place:
___________
(Signature of authorised official)
Date
: ___________ Stamp/Seal
Name:------------------------------
Designation-----------------------
List of enclosures:
1. 4.
2. 5.
3. 6.
Section
F : Certificate by the Statutory Auditors of the Indian Party
It
is certified that the terms and conditions contained
in Notification No. FEMA 120/RB-2004
dated July 7, 2004,
as amended from time to time (Foreign Exchange Management (Transfer or Issue of
any Foreign Security) Regulations, 2004) have been complied with by the Indian
party(Name of the Indian Party) in
respect of the investment under
report. In particular, it is certified that:
(i)
the investment is not in real estate oriented or banking business,
and
(ii)
the amount of foreign exchange proposed to be purchased for remittance towards
the investment together with
remittances for all overseas investments
already made and exports and other dues capitalized / swap of shares / investment from ECB / FCCB balances for investment abroad under the Automatic Route is within the limit stipulated by the Reserve Bank from
time to time. This has been verified with reference to the net worth of the
Indian party (Name of the Indian Party) as on the date of last audited balance
sheet, i. e.-------(date)
(iii)
has complied with the valuation norms prescribed for the investment
(iv)
has complied with the ECB guidelines
#
(v) that the Indian party (a) has made net
profits during the preceding three years, (b) has fulfilled the prudential
norms of capital adequacy as prescribed by the regulatory authority concerned;
(c) has been registered with the appropriate regulatory authority in India and (d) has obtained
approval for the investment in financial
services sector activities from the regulatory authorities concerned in India and abroad*.
Further,
certified that, wherever applicable, the Annual Performance Report, as required
in terms of Regulation 15(iii) of the Notification ibid, in respect of
all the existing JV / WOS of the Indian party has been submitted.
Note:
*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 through ECB/FCCB balances.
(Signature
of the Statutory Auditors of the Indian Party)
Name of the firm, Stamp and Registration
number
PART
II
For
office use only
Date of Receipt ----------------
Inward No. -----------------
In
case investment is in the existing
JV/WOS, please indicate Unique Identification No. already allotted
:
|
|||||||||||||
No.
|
|||||||||||||
(I) Name of Indian Company:
(II) Is there any change in
Company name since last reporting? (Y/N)
If yes, specify Old Company Name
DETAILS OF CURRENT
REMITTANCES EFFECTED
(Amount in
000's of FCY)
Code
of Reporting AD
foreign
currency**:
|
||||
(a)
From EEFC A/c.
|
||||
Equity
|
Loan
|
Guarantee
(Invoked)
|
Date
of Remittance
|
|
(b)
By Market Purchases
|
||||
Equity
|
Loan
|
Guarantee
(Invoked)
|
Date
of Remittance
|
|
(c)
From the ADR/GDR funds
|
||||
Equity
|
Loan
|
Guarantee
(Invoked)
|
Date
of Remittance
|
|
(d)
By Swap of Shares
|
||||
Equity
|
Loan
|
Guarantee
(Invoked)
|
Date
of Swap
|
|
XXXX
|
||||
(e)
From ECB/ FCCB balances parked in
India/outside India
|
||||
Equity
|
Loan
|
Guarantee
(Invoked)
|
Date
of Transaction
|
|
(g)
Capitalization of Exports/Other dues@
|
||||
Date
of capitalization:
|
Amount:
|
|||
(h) Guarantee issued: Date
(Fresh
/ Existing Guarantee Period
Extended )
|
Amount:
|
|||
Validity
Period
|
||||
Note
: ** Please indicate name of the
foreign currency (FCY) as per SWIFT
code.
@ Please specify the other dues being capitalized viz., royalty, technical
know-how fee, consultancy fees, etc.
We hereby confirm that the remittance
(strike out whichever is not applicable)
i) has been allowed under the Automatic Route
based on the certification given by the Statutory Auditors confirming compliance with the prescribed terms and
conditions by the Indian party ;
ii) is in
accordance with the terms and conditions of the approval letter issued by the
Reserve Bank ; and
iii) in
respect of the invoked guarantee
remittance has been made after satisfying
that the claim is in conformity with
the terms and conditions of the guarantee issued to/on behalf of the JV/WOS abroad.
Place
Date:
(Signature
of authorised official of the bank)
Name
:
Designation
:
Tel. No. :
FAX No
:
PART
III
ANNUAL PERFORMANCE
REPORT (APR)
(To be submitted,
certified by Statutory Auditors of the Indian party, through the designated AD
Category– I bank every year by June 30th as long, as the JV / WOS is in
existence)
I.
Reference Date of APR
: _________________
(Please indicate
13 digit Unique Identification number issued by RBI)
III.
Changes in
capital structure since last reporting
(Amount in
FCY)
Amount
(new)
|
%
share (new)
|
|
Indian
|
||
Foreign
|
(Amount in
FCY)
Previous
Year
|
Current
Year
|
|
i) Net Profit / (Loss)
|
||
ii) Dividend
|
||
iii) Net worth
|
V. Repatriation from the JV / WOS
(Amount in
FCY)
During the last
year ended
|
Since commencement
of business
|
|
(i) Profit
|
||
(ii) Dividend
|
||
(iii
) Retained
Earnings*
|
||
(iv) Investments into
India
|
||
(v)Others**(Please
specify)
|
*(Represent
part of the profits of the JV/WOS
which is retained and reinvested in
the JV/WOS).
**
(Royalties, technical know-how fees, consultancy fees, etc.)
Country
|
|
Name of JV/WOS
|
|
Amount of Investment (Amount in FCY)
|
Place:
___________
Date
: ___________
(Signature of authorized
official)
Stamp/Seal
Name:----------------------------
Designation----------------------
(Signature
of the Statutory Auditors of the Indian party)
Name of the firm, Stamp and Registration
number
Signature
of the Authorised Official of the designated AD:
Name:
Designation:
PART IV
PART IV
Report
on Closure / Disinvestment /
Voluntary Liquidation /Winding Up
of JV /
WOS
(To be submitted by
the designated AD Category –I bank
(All Amounts in FCY, in
thousands)
Name
and Address of the AD Category – I bank: ________________________
AD
Code: _________________________________
Unique
Identification Number allotted by the Reserve Bank
Whether
APRs submitted regularly? (Y/N)
Date
of submission and period to which last APR
relates: __________
Details
of Investment
Equity
|
Loan
|
Guarantees
Issued
|
Details
of Remittances
Equity
|
Loan
|
Guarantees
Invoked
|
Changes
in the capital Structure since the last APR
Equity
|
Loan
|
Guarantees
Issued
|
Amount
Repatriated on disinvestments
Equity
|
Loan
|
It
is certified that (Strike out whichever is not applicable)
I. (a) the
sale is effected through a stock exchange where the shares of the overseas
Joint Venture (JV) or Wholly Owned Subsidiary (WOS) are listed;
(b) if the shares are not listed on the stock
exchange, and the shares are disinvested by a private arrangement, the share
price is not less than the value
certified by a Chartered Accountant
/Certified Public Accountant as the fair value of the shares based on
the latest audited financial statements of the Joint Venture or Wholly Owned
Subsidiary;
(c) The Indian party does not have any outstanding
dues by way of dividend, technical know-how fees, royalty, consultancy,
commission or other entitlements, and/or export proceeds from the Joint Venture
or Wholly Owned Subsidiary,
(d) The overseas concern has been in operation for
at least one full year and the Annual Performance Report together with the
audited accounts for that year has been submitted to the Reserve Bank;
(e) The Indian party is not under investigation by CBI/ED/SEBI/IRDA
or any other regulatory authority in India.
Place
Date:
(Signature of authorised official of
the bank)
Name:
Designation :
Tel.
No. :
FAX
No. :
Instructions
for filling up the Form ODI
(This
part should be detached and retained by the applicant)
This set of
forms attempts to capture basic information relating to overseas investments by
Indian parties (as defined under Notification FEMA 120/RB-2004 dated July 7, 2004, as amended
from time to time).
Ø Part I contains details of the JV/WOS, Indian
Parties and the financing pattern of
the overseas entity.
Ø Part II reports remittances certified by AD.
Ø Part III is the Annual Performance Report, which
contains brief particulars of the performance of the overseas entity and
Ø Part IV is to be used at the time of
disinvestment/liquidation/winding up.
Section D of
Part I is critical, since information regarding ownership structure and
financing pattern have been included here. In addition to details of remittance
from India,
Part I must report full details of funding through SPVs / subsidiaries
overseas, share of foreign partners, etc.
(1) Part I
(barring Section C) of the form is required to be filled up by the Indian party
seeking to invest in JV / WOS overseas either under Automatic Route or Approval
Route and submitted to the designated AD Category – I bank. Part I (Sections C
and D) is required to be submitted, whenever the initial capital or financing
structure of the JV / WOS reported to the Reserve Bank at the time of the
initial remittance / approval undergoes changes by way of expansion, merger, infusion
of additional capital, etc.
(2) Under
Automatic Route, in case of new proposals, immediately after effecting
remittance, the designated AD Category - I bank should forward Part I of the
form along with Part II to The Chief General Manager, Reserve Bank of India, Foreign Exchange Department, Central Office, Overseas
Investment Division, (OID), Amar Bldg., Mumbai 400001 for obtaining the Unique Identification
Number..
(3) Under
Approval Route, Part I of the form, after scrutiny, should be submitted by the
AD Category-I bank, along with their recommendations, to the Reserve Bank at
the above address. If approved, Part I of the form will be returned to the AD
Category – I bank and should be resubmitted by the AD Category – I bank to
Reserve Bank immediately after effecting the remittance, along with Part II of
form at the address mentioned above.
(4) In case of
supplementary remittances, only Part II of the form, complete in all respects,
is required to be submitted by the AD Category - I bank to Reserve Bank.
However, if capital structure / financing pattern, etc. of the JV / WOS have
changed since reporting at the time of initial investment Part I of the form
(barring Sections A and B) need to be submitted along with Part II.
(5) In case
more than one Indian promoter is investing in the same JV / WOS, details of
each such promoter should be provided in a single format by the AD designated
for the JV / WOS.
(6) Annual
Performance Report (APR) (Part III) should be submitted, through the designated
AD Category-I bank, every year within 3 months of the closing of annual
accounts of the JV / WOS for as long as the JV/WOS is in existence, at the
address above.
(7) All
amounts of foreign currency (FCY) and Indian rupees (INR) should
be in thousands only.
(8) When JV /
WOS is closed / wound up / disinvested / liquidated, etc., report should be
submitted to
Reserve Bank at the address above in Part IV of the form within 30 days of the disinvestment.
(9) Reserve
Bank reserves the right to put the information furnished here in the public
domain.
For approval
by the Reserve Bank, the following documents need to be submitted along with Part
I.
(a)
A report from the bankers of the Indian party in a sealed / closed cover.
(b)
The latest Annual Accounts, i.e. Balance Sheet and Profit and Loss Account of
the Indian party along with the Directors’ Report.
(c)
Additional documents as under, if the application is made for partial / full takeover
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 of
the foreign concern along with Directors’ Report; and
(iii)
A copy of the share valuation certificate from:
►a
Category I Merchant Banker registered with SEBI, or, an Investment Banker /
Merchant Banker registered with the appropriate regulatory authority in the
host country, where the investment is more than USD 5 million (US Dollars Five
million), and
► in all
other cases, by a Chartered Accountant or a Certified Public Accountant.
(d)
A certified copy of the Resolution of the Board of Directors of the Indian
party/ies approving the proposed investment.
(e)
Where investment is in the financial services sector, a certificate from a
Statutory Auditor / Chartered Accountant to the effect that the Indian Party:
(i) has earned net profits during the preceding three financial years
from the financial service activity;
(ii) is registered with the appropriate regulatory authority in India
for conducting the financial services activity;
(iii) has obtained approval for investment in financial sector
activities abroad from regulatory authority concerned in India and abroad; and
(iv) fulfilled the prudential norms relating to
capital adequacy as prescribed
by the regulatory authority concerned in India.
Overseas
Investments - Proprietorship concerns / unregistered Partnership firms
Eligible
Proprietorship concerns / unregistered Partnership firms may apply in Part I of
form ODI through their AD Category – I bank, together with the latter's
recommendations, in terms of para 4 of A. P. (Dir Series) Circular No 29 dated
March 27, 2006 to the Chief General Manager, Reserve Bank of India, Foreign
Exchange Department, Overseas Investment Division, Central Office, Amar
Building, Fort, Mumbai 400 001.
Phone # 09811415831-37-61-72-84-92-94
Ozg FEMA Consultant
Phone # 09811415831-37-61-72-84-92-94
