Rule · SEBI · 6 Sep 2024
Foreign Venture Capital Investors must obtain a Certificate from the Designated Depository Participant before trading securities, paying a $2,500 registration fee. Eligible applicants must be from countries with MMoU or bilateral MoUs with the Board, or approved by the Government of India if state-owned. Investors must appoint an Indian Custodian, open a Special Non-Resident Rupee Account, and pay renewal fees every five years from the sixth year. Late payments incur fees up to 1.5 times the renewal amount and prohibit new investments until paid. Existing registrants remain bound under previous conditions.
5707 GI/2024 (1)
REGD. No. D. L.-33004/99 xxxGIDHxxx xxxGIDExxx EXTRAORDINARY
PART III—Section 4
PUBLISHED BY AUTHORITY
Securities and Exchange Board of India
New Delhi, Thursday, September 5, 2024/Bhadra 14, 1946 No. 694] Securities and Exchange Board of India (Foreign Venture Capital Investors) (Amendment) Regulations, 2024 No. SEBI/LAD-NRO/GN/2024/203.—In exercise of the powers conferred by sub-section (1) of section 30 of the Securities and Exchange Board of India Act, 1992 (15 of 1992), the Securities and Exchange Board of India hereby makes the following regulations to further amend the Securities and Exchange Board of India (Foreign Venture Capital Investors) Regulations, 2000, namely:-
These regulations may be called the Securities and Exchange Board of India (Foreign Venture Capital Investors) (Amendment) Regulations, 2024.
These regulations shall come into force on the 1st day of November, 2025.
In the Securities and Exchange Board of India (Foreign Venture Capital Investors) Regulations, 2000,-
I. In regulation 2,-
i. In sub-regulation (1),
a. After clause (a) and before clause (b), the following clause shall be inserted, namely:-
“(aa) “Bilateral Memorandum of Understanding” means a bilateral memorandum of understanding entered into between the Board and any foreign authority, which provides for sharing of information, as referred to under clause (zh) of sub-section (2) of section 11 of the Act;
(ab) “Board” means the Securities and Exchange Board of India established under section 3 of the Act;”
b. The following clause shall be substituted for clause (b), namely:-
“(b) “Certificate” means the registration certificate issued by the Designated Depository Participant on behalf of the Board to the Foreign Venture Capital Investor under these regulations;”
c. After clause (b) and before clause (c), the following clause shall be inserted, namely:-
“(bb) “Control” includes the right to appoint the majority of the directors or to control the management of a company, whether exercised directly or indirectly, by any person or by a group of persons acting in concert, whether acquired by shareholding or management rights or otherwise under shareholders’ agreements or voting agreements or in any other manner;”
d. The following clause shall be substituted for clause (c), namely:-
“(c) “Designated Bank” means a scheduled bank in India authorized by the Reserve Bank of India to act as the banker of a Foreign Venture Capital Investor;”
e. After clause (c) and before clause (d), the following clause shall be inserted, namely:-
“(cc) “Designated Depository Participant” means a person authorized by the Board under Chapter-III of the Securities and Exchange Board of India (Foreign Portfolio Investors) Regulations, 2019;”
f. In clause (d), the word “Securities” appearing after the words “Securities and Exchange Board of India (” shall be deleted.
g. The following clause shall be substituted for clause (e), namely:-
“(e) “Foreign Venture Capital Investor” means an investor registered under these regulations, which is incorporated outside India, intends to carry out business under these regulations, and is treated as an intermediary under the Act;”
h. The following clause shall be substituted for clause (f), namely:-
“(f) “IFSC” means an International Financial Services Centre or “IFSC”, as defined in clause (r) of section 2 of the Special Economic Zones Act, 2005 (Special Economic Zones Act, 2005);”
i. After clause (f) and before clause (g), the following clause shall be inserted, namely:-
“(fg) “International Financial Services Centre” or “IFSC” shall have the same meaning as assigned to it in clause (r) of section 2 of the Special Economic Zones Act, 2005 (Special Economic Zones Act, 2005);”
ii. The following clause shall be substituted for sub-regulation (2), namely:-
“(2) The words and expressions used but not defined in these regulations, but defined in the Act or the Foreign Exchange Management Act, 1999 (42 of 1999), the Companies Act, 2013 (18 of 2013), the Securities Contracts (Regulation) Act, 1956 [Securities Contracts (Regulation) Act, 1956] [42 of 1956], the Depositories Act, 1996 [Depositories Act, 1996] [22 of 1996], or the rules and regulations made thereunder, shall have the meanings respectively assigned to them in those Acts or rules or regulations (regulations) or any modification thereto or in the respective rules and regulations made thereunder.”
II. The following clause shall be substituted for regulation 3, namely:-
“Application for issuance of Certificate as Foreign Venture Capital Investor
(2) The application for issuance of Certificate as Foreign Venture Capital Investor shall be submitted in the same form and in the same manner as may be prescribed by the Government or the Board from time to time:
Provided that any Foreign Venture Capital Investor who has been issued a registration certificate prior to the date of notification of the Securities and Exchange Board of India (Foreign Venture Capital Investors) (Amendment) Regulations, 2024, shall continue to act through the Designated Depository Participant in the same manner and subject to the same conditions as may be specified by the Board.
(3) The application shall be accompanied by the fees specified in the Second Schedule and any specimen shall be submitted in the same manner as may be prescribed by the Board from time to time.”
III. The following regulation shall be substituted for regulation 4, namely:-
“Eligibility Criteria
(a) The applicant is an entity incorporated either outside India or in an International Financial Services Centre;
(b) The applicant is a citizen of a country whose securities market regulator is either a signatory to the International Organization of Securities Commissions Multilateral Memorandum of Understanding (MMoU) or has signed a bilateral Memorandum of Understanding with the Board:
Provided that if the applicant is a Government or a Government-owned entity, it shall be eligible for registration if it is a citizen of a country approved by the Government of India;
(c) If the applicant is a bank, it shall be a citizen of a country whose central bank is a member of Bank for International Settlements:
Provided that if the applicant is a central bank, it is not necessary for it to be a member of Bank for International Settlements:
Provided further that the condition under clause (c) of regulation 4 shall not apply if the applicant is regulated by the banking sector regulator of its country, even if the central bank of that country is not a member of Bank for International Settlements;
(d) The applicant or its beneficial owners {as per Rule 9 of the Prevention of Money-Laundering (Maintenance of Records) Rules, 2005} shall not be any person(s) whose name appears in the list of additional sanctions published from time to time by the United Nations Security Council and shall not be a citizen of a country identified in the Financial Action Task Force (FATF) statement as:
(i) a country with strategic deficiencies in its anti-money laundering or counter-terrorist financing regimes, or a country associated with terrorism or terrorist financing, against which the FATF has called for action; or
(ii) a country that has not taken adequate steps to address strategic deficiencies or is not committed to the Action Plan developed in collaboration with the Financial Action Task Force (FATF);
(e) The applicant shall be a fit and proper person based on the criteria given in Annexure-II of the Securities and Exchange Board of India (Intermediaries) Regulations, 2008 [SEBI (Intermediaries) Regulations, 2008]; and
(f) The applicant fulfills any other criteria prescribed by the Board from time to time.”
IV. Regulation 4A shall be deleted.
V. The following regulation shall be substituted for regulation 5, namely:-
“Submission of Documents and Personal Appearance
(2) If the Board or the Designated Depository Participant deems it necessary in relation to the issuance of the Certificate, it may ask the applicant or its authorized representative to appear personally before the Board.”
VI. The following regulation shall be substituted for regulation 6, namely:-
“Application in Form other than Expectations
Provided that before rejecting such an application, the applicant shall be given a reasonable opportunity and time to rectify the deficiency and omission as determined by the Designated Depository Participant.
(2) The notice of rejection of the application shall be given in writing by the Designated Depository Participant to the applicant, stating the grounds on which the application was rejected.
(3) If the applicant is dissatisfied with the decision of the Designated Depository Participant given under sub-regulation (1), he may file an appeal before the Board within thirty days from the date of receipt of the notice under sub-regulation (2):
Provided that no appeal shall be entertained by the Board on grounds of technical reasons such as non-submission of complete documents, fees (including the prescribed fees).
(4) After considering the appeals filed before the Board under sub-regulation (3) and providing a reasonable opportunity to the parties, the Board shall communicate its decision to the applicant in writing.”
VII. The following regulation shall be substituted for regulation 7, namely:-
“Registration Certificate
(2) The Designated Depository Participant shall endeavor to complete the process regarding the application for issuance of the registration certificate expeditiously, but within thirty days after receipt of the application by the Designated Depository Participant or after submission of the documents required under regulation 5, whichever is later.
(3) After issuing the registration certificate to the applicant, the Designated Depository Participant shall deposit the fees (mentioned in the Second Schedule) received from the applicant with the Board.
(4) If the applicant applying for registration as a Foreign Venture Capital Investor has any grievance regarding his application or any doubt regarding the interpretation of any provision of these regulations, he may contact the Board for appropriate advice.”
VIII. The following regulation shall be substituted for regulation 8, namely:-
“Conditions of Certificate
(a) He shall comply with the provisions of the Act and these regulations;
(b) He shall appoint an Indian Custodian [Foreign Custodian] for the custody of securities;
(c) He shall enter into arrangements (arrangements) with a Designated Bank to open a Special Non-Resident Rupee Account (Special Non-Resident Rupee Account) or Foreign Currency Account (Foreign Currency Account) and deal therein.
(2) The Foreign Venture Capital Investor shall provide the necessary documents as required by the Designated Depository Participant, so that it can review whether the entity meets the criteria for obtaining the registration certificate as a Foreign Venture Capital Investor or not.
(3) If the Foreign Venture Capital Investor no longer meets the eligibility criteria given under regulation 4, the Foreign Venture Capital Investor shall immediately inform the Board and the Designated Depository Participant in writing within seven working days.
(4) The Designated Depository Participant shall ensure that the Foreign Venture Capital Investor meets the eligibility criteria given under regulation 4 and that he also complies with the conditions as prescribed by the Board from time to time.
(5) In the case of a Foreign Venture Capital Investor who does not meet the conditions given in regulation 4, the process shall be carried out as prescribed by the Board from time to time.”
IX. The following regulation shall be substituted for regulation 9, namely:-
“Renewal of Registration and Surrender of Certificate
(2) The Foreign Venture Capital Investor, for maintaining the registration, shall pay the renewal fees specified in the Second Schedule for each block of five years from the sixth year from the date of issuance of the registration certificate, and such payment shall be made before the expiry of that block (in the manner prescribed by the Board from time to time) for which the renewal fee has been paid.
(3) If the Foreign Venture Capital Investor delays payment of the renewal fee and late fee (mentioned in the Second Schedule) by the prescribed date for maintaining registration and has no investments in India, such Foreign Venture Capital Investor shall be understood to have filed an application for surrender of its registration, and the Designated Depository Participant of such Foreign Venture Capital Investor shall, after obtaining permission from the Board, proceed further in relation to the surrender of such registration.
(4) If the Foreign Venture Capital Investor delays payment of the renewal fee by the prescribed date for maintaining registration and has investments in India, such Foreign Venture Capital Investor shall pay the renewal fees specified in the Second Schedule, and for each day of delay in payment of the renewal fee, it shall pay a late fee, but the late fee shall not exceed one and a half times the renewal fee:
Provided that until the renewal fee is paid, the Foreign Venture Capital Investor shall not make any new investments nor sell existing investments:
Provided further that until the renewal fee is paid, the Foreign Venture Capital Investor [who has been issued a registration certificate prior to the date of notification of the Securities and Exchange Board of India (Foreign Venture Capital Investors) (Amendment) Regulations, 2024] shall not make any new investments:
Provided further that if the renewal fee and late fee are paid within thirty days from the date of expiry of the block for which the renewal fee was due, the registration certificate of such Foreign Venture Capital Investor may be suspended or cancelled.
(5) The process for suspending or cancelling the registration certificate of the Foreign Venture Capital Investor under these regulations shall be carried out in the same manner as mentioned in Chapter-V of the Securities and Exchange Board of India (Intermediaries) Regulations, 2008 [SEBI (Intermediaries) Regulations, 2008].
(6) Any Foreign Portfolio Investor who wishes to surrender the registration certificate may file an application with the Designated Depository Participant for the same, and after obtaining permission from the Board, it shall issue a certificate regarding the surrender of the registration certificate.
(7) While issuing the certificate regarding the surrender of the registration certificate, the Designated Depository Participant may impose such conditions as may be prescribed by the Board.”
X. Regulation 10 shall be deleted.
XI. The following regulation shall be substituted for regulation 14, namely:-
“Duties of Custodian
(2) In addition to the obligations of the Custodian given under other regulations,-
(a) It shall be responsible for holding the investments of Foreign Venture Capital Investors in India;
(b) It shall be responsible for submitting reports to the Board from time to time;
(c) It shall be responsible for submitting documents as required by the Board;
(d) It shall be responsible for ensuring that the Foreign Venture Capital Investor does not make any new investments and only sells its existing investments until the renewal fee is paid under sub-regulation (4) of regulation 4;
(e) It shall be responsible for compliance with any other conditions prescribed by the Board from time to time.”
XII. The following regulations shall be inserted after regulation 15 and before regulation 16, namely:-
“Obligations and Responsibilities of Foreign Venture Capital Investor
15A. Foreign Venture Capital Investor –
(a) Shall comply with the provisions of these regulations, to the extent they are applicable, the circulars issued thereunder, and any other conditions prescribed by the Board from time to time;
(b) Shall always comply with the prevailing laws of India and the rules, regulations, notifications, and circulars issued from time to time in relation to its activities as a Foreign Venture Capital Investor;
(c) Shall inform the Board and the Designated Depository Participant in writing (in the same manner and within the time limits as may be specified by the Board from time to time) if any document or specimen previously submitted to the Board or the Designated Depository Participant is found to be false or misleading in any material respect or if any change occurs therein;
(d) Shall inform the Board and the Designated Depository Participant in writing (in the same manner and within the time limits as may be specified by the Board from time to time) if any material change occurs in the documents previously given to the Board or the Designated Depository Participant (including any change in its organizational structure or governance or control, directly or indirectly);
(e) Shall give information to the Board and the Designated Depository Participant, immediately but within seven working days (in the same manner and within the time limits as may be specified by the Board from time to time), regarding any penalties, ongoing proceedings, or investigations, or inspections or inquiries in which action has been or is likely to be taken against it by any other country’s regulator;
(f) Shall submit any document, record, or specimen to the Board or any other government agency of India when asked to do so in relation to its activities as a Foreign Venture Capital Investor;
(g) Shall obtain a Permanent Account Number (PAN) from the Income Tax Department;
(h) Shall be a fit and proper person based on the criteria given in Annexure-II of the Securities and Exchange Board of India (Intermediaries) Regulations, 2008 [SEBI (Intermediaries) Regulations, 2008];
(i) Shall conduct due diligence of its shareholders/investors in accordance with the laws of the country in which it operates;
(j) Shall provide any additional documents or specimens (including information regarding beneficial ownership of its clients) as may be required by the Designated Depository Participant or the Board or any other agency authorized to inspect, so that compliance with the Prevention of Money-Laundering Act, 2002 (Act No. 15 of 2013) and the rules and regulations made thereunder, the standards of the Financial Action Task Force (FATF), and the circulars issued by the Board from time to time can be ensured.
Obligations and Responsibilities of Designated Depository Participants
15B. (1) In addition to the obligations of the Designated Depository Participants mentioned under other regulations, the Designated Depository Participant (who has been appointed by the applicant who wishes to register as a Foreign Venture Capital Investor), –
(a) Shall open a Demat account for the applicant only after ensuring that all expectations given in the Prevention of Money-Laundering Act, 2002 and the rules and regulations made thereunder, the standards of the Financial Action Task Force (FATF), and the circulars issued by the Board in this regard have been complied with, and shall also ensure that the Foreign Venture Capital Investor continues to comply with all such expectations;
(b) Shall exercise due diligence before opening an account at the Depository to ensure that no other account of any related applicant as a Foreign Venture Capital Investor exists at the Depository;
(c) Shall collect fees and forward them to the Board, in the same manner as specified in the Second Schedule;
(d) If the Foreign Venture Capital Investor informs that there has been a change in its organizational structure or the form in which it was incorporated, or a change in its governance or control, directly or indirectly, it shall re-examine whether such Foreign Venture Capital Investor is eligible or not.
(2) The Designated Depository Participant shall ensure that only Foreign Venture Capital Investors registered for dealing in the securities market in a common fund are given [deals];
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(3) The designated foreign venture capital investor shall keep the financial interests and other obligations separate in such a manner that there is no conflict of interest between the activities undertaken by it for the purpose of registering as a foreign venture capital investor and its other obligations.
(4) The designated foreign venture capital investor shall maintain true and correct records, books of accounts and statements [including documents or electronic records related to the registration as a foreign venture capital investor] (as may be necessary).
(5) The designated foreign venture capital investor shall inform the Board in writing about the place where such books of accounts, records and statements (as may be necessary) are kept.
(6) Notwithstanding anything contained in any other applicable laws, each designated foreign venture capital investor shall keep the books of accounts, documents or electronic records and statements permanently.
XIII. The following schedules shall be added to the First Schedule and Second Schedule, namely:-
"First Schedule
Part-A
Form – A
Securities and Exchange Board of India
(Foreign Venture Capital Investors) Regulations, 2000 [See Regulation 3(2)]
Application for Grant of Registration Certificate as Foreign Venture Capital Investor
Name of the Applicant:
(Write full name as it appears in the documents submitted as proof of identity / proof of address, do not write in abbreviations)
Have you ever been known by any other name? Yes/No
If your answer is Yes, then please mention that name
Date of incorporation / establishment / formation (DD/MM/YYYY)
Details of Date a) Date of incorporation / establishment / formation b) Date of commencement of business
Details a) Place b) Country c) Country's ISO Code
10 THE GAZETTE OF INDIA : EXTRAORDINARY [PART III—SEC.4]
In what form is the Applicant incorporated, and also mention the name of the form under which it is incorporated, established or registered:
Legal Entity Identifier and Tax Residency Certificate Details:
Details a) Legal Entity Identifier, if applicable b) Tax Residency Certificate No. c) Country of Tax Residency If details of more than one Tax Residency Certificate are to be given, then add more rows in (b) and (c) and give details.
7.2. Address of the Applicant's Office
(If the Applicant's office is also in India, then in such cases give the address of such office separately):
Flat/Room/House/Block No.
Name of Premises/Building/Village
Street/Lane/Path/Post Office
Area/Neighbourhood/Taluka/Sub-District
City/Town/District
State/Union Territory
Pin Code / Zip Code
Country
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7.3. Correspondence Address -
(Please tick the applicable one and put the correct mark)
Registered Address Office Address
(Which is in another country) Office Address (Which is in India)
7.4. Contact Details:
Sr. No. Details
Registered Address Office Address
Country Code Area/STD Code Number Country Code Area/STD Code Number
1. Telephone Number
2. Fax Number
3. Mobile Number
4. E-mail ID
5. Website
8. Details related to the Foreign Manager:
Name of Entity Type of Entity Country Telephone No. / Mobile No. Fax No. E-mail ID
Name Designation Telephone No. Fax No. E-mail ID
10.1. Beneficiary (Custodian) [This person] / DP (Designated Foreign Participant / Designated Depository Participant) may ask for additional information / details of ownership based on structural valuation and assessment made on the basis of various parameters, such as which country the ACI is of, what kind of entity it is, what kind of business is done, etc., for beneficial owners whose ownership is below the specified threshold.
☐ We declare that there is no such person who has direct/indirect beneficial ownership of _______% or more in the Entity and control over all companies, trusts (trusts) and general partner / limited partner structures. We are giving details of the ACI's Board of Directors here. The list of such beneficial owners is given below, who have ownership and/or control above the threshold mentioned above:
12 THE GAZETTE OF INDIA : EXTRAORDINARY [PART III—SEC.4]
☐ The list of such beneficial owners is given below, who have ownership and/or control above the threshold mentioned above.
Sr. No. Name and Address of Beneficial Owner (or relevant person) Tax Residency Country What is the nationality of the country? Do they act alone or together with one or more persons, or through one or more persons as a group? Please mention the names and addresses of those persons How many representative shares does the BO group have in the ACI? / What is the representative capital of the BO in the ACI's capital? / What is the representative holding percentage of the BO in the ACI? BO's Tax Residency Number / Social Security Number / Passport Number / Number of any other identification document issued by the Government (e.g., Driving License) [Please mention any one] (1) (2) (3) (4) (5) (6) (7) (8)
10.2. Do any persons or persons of the same family have beneficial ownership and control in the ACI?
Yes / No
Details a) Where does the income come from:
Please tick the option from which the maximum income comes:
1) Income from Capital Gains
2) Income from Business/Profession
3) No Income
4) Income from elsewhere
5) Income from purchased house
b) Business/Profession Code
Code Business/Profession Code
01 Payment and business related to Medicine
02 Engineering
03 Fine Arts (Architecture)
04 Chartered Accountant / Accountancy
05 Home Decoration (Interior Decoration)
06 Technology-related consultancy services
07 Company Secretary
08 Professional persons from the legal field and Solicitor 09 Government Contractor 10 Insurance Agency 11 Dilms, TTI and other such media 12 Information Technology 13 Jewellery and Diamond 14 Stock Exchange members, Share Brokers and Sub-Brokers 15 Art Exhibition and Travel 16 Business related to running horses, motorcycles, aircraft or helicopters
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07 Company Secretary
17 Business related to running taxis, lorries, rickshaws, buses or other commercial vehicles 08 Professional persons from the legal field and Solicitor 18 Business related to horse riding or horse racing 09 Government Contractor 19 Business related to Cinema Halls and other entertainments 10 Insurance Agency 20 Others c) Total Annual Income (in Rupees) d) Net Worth (Net) [Calculated by deducting the value of liabilities from the value of assets] (in Rupees)
As per the statement of the date/month/year
In which category does the Applicant fall:
Please tick the most correct option:
Foreign Company, Foreign Trust (Trust), Foreign Partnership Firm, Foreign Fund, Mutual Fund, Endowment Fund, University Fund, Charitable Institution or Foreign Management Company (Asset Management Company), Foreign Manager or Foreign Management Company (Investment Management Company); Any such medium which is outside India or whose incorporation is outside India or any such entity which is outside India or whose incorporation is outside India. If there is any other entity or any other medium for foreign investment, then please give details:
What kind of entity is the Applicant:
Please tick the most correct option:
1) Private Company (P)
2) Public Company (U)
3) Body Corporate [D]
4) Society (S)
5) Non-Governmental Organisation (NGO)
6) Charitable Organisation (C)
Documents submitted as Proof of Identity and Proof of Address:
Details a) Proof of Identity b) Proof of Address
14 THE GAZETTE OF INDIA : EXTRAORDINARY [PART III—SEC.4]
Is the Applicant or the Applicant's Authorized Signatory / Promoter / Partner / Trustee / Foreign Manager / Officer -
a) Persons with political risk? Yes/No b) Related to persons with political risk? Yes/No
Does the Applicant submit a Valid Declaration / AATCA (Tax Compliance Act / Foreign Account Tax Compliance Act) Declaration / CRS (Common Reporting Standard) Declaration under the AATCA?
Yes / Not Applicable
Details of the Regulatory Authority under whose jurisdiction the Applicant falls (if applicable):
Name
Country Website
Registration Number / Code issued by the Regulator (if any) Under which category / in what capacity is the Applicant regulated?
Name of Regulator
Which country's Regulator is it?
Mention the Registration Number / Code issued by the Regulator (if any) Address
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Details of Designated Bank
Name and Branch of Bank
Address
If previously associated with the Indian Securities Market, then please give details:
Has the Applicant ever been associated with the Indian Securities Market in any capacity? Yes/No
Name of Entity In what capacity was it registered / associated? Registration No. issued by SEBI (if applicable) Date of Registration
Does the Applicant have a PAN (Permanent Account Number)?
Yes/No
If your answer is Yes, then please mention the PAN number: ______
Details of other regulatory actions
Has there been any violation of applicable laws, code of conduct / code of ethics, business conduct regulations related to securities, for which the Applicant or its parent / holding company / associate / promoter / foreign manager was convicted of any offence or prohibited from doing business for any period or permanently or any such regulatory actions were taken which prohibited its business for any period or permanently in the country where it is doing business, and which prohibits it from registering as a Foreign Venture Capital Investor in India? Yes/No If the answer is Yes, then please give brief details in the box given below. For more details, please attach annexure.
Declaration and Undertaking:
We ______, as the Applicant, hereby declare that the details given in the Application Form (along with documents / annexures attached) are true and correct to the best of our knowledge. We also undertake that we will inform you immediately of any change in this. We state that if it is found that any information given above is false or misleading information is given or any information is given wrongly or any information is paid wrongly, then we will be held responsible. We hereby apply for registration as a Foreign Venture Capital Investor under the Securities and Exchange Board of India (Foreign Venture Capital Investors) Regulations, 2000 [SEBI (Foreign Venture Capital Investors) Regulations, 2000]. Furthermore, we have read and understood the Securities and Exchange Board of India (Foreign Venture Capital Investors) Regulations, 2000, the circulars (circulars) issued thereunder, the frequently asked questions (FAQs) issued by the Board regarding the functioning of Foreign Venture Capital Investors and their answers, and we will comply with any other conditions etc. issued by the Board from time to time. We hereby declare that we meet the eligibility criteria given under the Securities and Exchange Board of India (Foreign Venture Capital Investors) Regulations, 2000 and we are eligible for registration as a Foreign Venture Capital Investor.
Place: ------ Date: ------
For and on behalf of the Applicant (Name of Applicant) Authorized Signatory's Signature Name of Signatory Designation Date DD/MM/YYYY
Documents to be attached with the Application Form A: Declaration and Undertaking:
1) We have read and understood the current applicable laws, rules, regulations (regulations) {including the Securities and Exchange Board of India (Foreign Venture Capital Investors) Regulations, 2000 [SEBI (Foreign Venture Capital Investors) Regulations, 2000], the Foreign Exchange Management Act, 1999 (Foreign Exchange Management Act, 1999) (Act No. 42 of 1999) and the rules and regulations made thereunder, the Regulations relating to Venture Capital and Venture Capital Investors (Designated Foreign Participants) and the circulars (circulars) and FAQs issued thereunder} and we will always comply with the conditions issued by the Board, the Reserve Bank of India (RBI), the Venture Capital (Designated) and any other conditions issued by any other regulators from time to time.
2) We undertake that whenever we submit any additional information / documents [including KYC related documents, which have been exempted by the Securities and Exchange Board of India and the Reserve Bank of India] / declarations and undertakings as required by you / by any regulator / by any agency for verification of business / by the exchange, we will ensure that we comply with the provisions of the Prevention of Money Laundering Act, 2002 [Prevention of Money Laundering Act, 2002] (Act No. 15 of 2003) and the rules and regulations made thereunder, the guidelines of the AATCA and the circulars issued from time to time by the Board, the Reserve Bank of India or any other regulators regarding the compliance of the above requirements.
3) We undertake that we will comply with the directions issued by the Securities and Exchange Board of India, the Reserve Bank of India or any other authority from time to time regarding the conduct of business.
4) We authorize the Custodian (Beneficiary) to operate the account for the purpose of Power of Attorney (POA) and to credit shares etc. directly into our account.
5) We authorize the Custodian (Beneficiary) to send account details electronically on our behalf and we will ensure the confidentiality of the email password (if applicable).
6) We authorize the Custodian (Beneficiary) to pay money on our behalf as company dues and to maintain correct details of the house account on the Venture Capital (Designated) platforms for any other such purposes.
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B: Additional Information
Sr. No. Names of such sub-funds or shares / such structures for which you wish to do business in India (For each fund / each sub-fund / each lot of shares / each such other structure, it is necessary to declare beneficial ownership under Serial No. 10 of the Application Form)
☐ We are a Bank and we are not a subsidiary of any Bank ☐ We are a Bank or a subsidiary of a Bank and our / our group company's branch office or representative office is present in India Name of Entity ☐ We are a Bank or a subsidiary of a Bank and no branch office or representative office of our / our group company is present in India
Name of Authorized Representative of the Foreign Venture Capital Investor (if you want to give, you can give) E-mail ID – 1 (Mandatory):
E-mail ID – 2 (If you want to give, you can give):
E-mail ID – 3 (Mandatory):
Mobile Number (If you want to give, you can give):
Sr. No. Name Relationship with Applicant
[Meaning
Promoter are,
Director are,
Signatory are, etc.] Country of Nationality / Country of Residence Date (DD / Month / Year) Address where they reside / Registered Address If any identification document is issued by the Government, mention its number (For example Driving License) (1) (2) (3) (4) (5) (6) (7) (8) 1.
☐ We declare that there is no such entity which has ___% or more ownership / holding through shares / units, economic beneficial ownership [which includes holding through holding directly or through one or more entities], etc. Or ☐ Details of such entities are given below, which have ___% or more ownership / holding through shares / units, economic beneficial ownership [which includes holding through holding directly or through one or more entities], etc.:
Name of Beneficial Owner Direct Holding or Holding through someone Name of the Entity (of such entities) through which the Foreign Venture Capital Investor has indirect holding In which country are they / What is the nationality of the country? Representative holding in the Applicant Are they persons / Not persons
b) Who are the beneficial owners through control:
☐ We declare that there is no such entity which holds control through powers, agreements, proxies etc.
Or
☐ Details of entities holding control are given below:
Name of Beneficial Owner How is control held (Please give details, or mention in which country the control is held / What is the nationality of the country Representative control held in the Applicant (if Are they persons / Not persons
18 THE GAZETTE OF INDIA : EXTRAORDINARY [PART III—SEC.4]
If any alternative method is used for holding control, then what is it) (Applicable) Date:
Name of Applicant:
(Authorized person's signature box)
Signatures of Authorized Person(s)
Part-B
Securities and Exchange Board of India (Foreign Venture Capital Investors) Regulations, 2000 [See Regulation 3(2)] Registration Certificate
I. The Board, Securities and Exchange Board of India, exercising the powers conferred by Section 12(1)(c) of the Act, Securities and Exchange Board of India Act, 1992 (“the Act”) along with the regulations made thereunder, hereby grants the Registration Certificate to ______ as a Foreign Venture Capital Investor under the Act and the regulations made thereunder.
II. The Registration Number of the Foreign Venture Capital Investor is: …/…/…/.../….
III. The address of the Foreign Venture Capital Investor is - ______
IV. This Registration Certificate shall remain valid until it is suspended or cancelled by the Board under the Securities and Exchange Board of India (Foreign Venture Capital Investors) Regulations, 2000 or surrendered.
Date:
Place:
By Order
Signature
Name and Designation of Authorized Signatory of Designated Foreign Venture Capital Investor Issued on behalf of Securities and Exchange Board of India
Second Schedule
Submission of Fees by Foreign Venture Capital Investor
[See Regulation 3(3), Regulation 7(3) and Regulation 9] Registration Fee (1) The Foreign Venture Capital Investor shall pay a registration fee of 2500 US dollars or any other such amount as may be prescribed by the Board from time to time at the time of submitting the Form to the Designated Foreign Venture Capital Investor. Recurring Fee (2) The Foreign Venture Capital Investor shall pay a recurring fee of 100 US dollars for every five-year block for maintaining its registration.
20 THE GAZETTE OF INDIA : EXTRAORDINARY [PART III—SEC.4]
(3) Related foreign venture capital investors, i.e., depositary participants, shall, with respect to all foreign venture capital investors registered with them, collect the renewal fee every five years, starting from the sixth year from the date of registration, and remit the collected amount to the Board in the manner specified by the Board from time to time.
(4) Entities such as the World Bank (IBRD) and other international or multilateral agencies established outside India for the purpose of providing assistance, and entities exempted from payment of registration or renewal fees by the Central Government due to their movement of funds, shall be exempt from paying the renewal fee.
(5) If any foreign venture capital investor fails to pay the renewal fee by the due date and if any investment (security) remains with it thereafter, then such foreign venture capital investor shall pay a late fee of US $ 5 (maximum up to US $ 150) as a late fee for each day of delay in payment of the renewal fee, proportionate to the delay in payment of the renewal fee.
(6) Each designated depositary participant shall remit to the Board the fees collected from foreign venture capital investors in the previous month, by the fifth working day of each month, and shall also submit the details in the format notified from time to time.”
Binita Ray Dutt, Joint Secretary to the Government of India
[Notification No. III/4/Asa./463/2024-25]
Footnote:
[PART III—SEC.4] Gazette of India : Extraordinary 21
(i) Securities and Exchange Board of India [Investment (Non-Resident) Provisions] Regulations, 2012, No. LAD.-ER.O./FE./2012-13/04/11262, on 21st May 2012; (j) Securities and Exchange Board of India (Foreign Venture Capital Investors) (Amendment) Regulations, 2014, No. LAD.ER.O./FE./2014-15/20/1972, on 30th December 2014; (k) Securities and Exchange Board of India (Payment of Fees and Mode of Payment) (Amendment) Regulations, 2017, No. SEBI/LAD.-ER.O./FE./2016-17/037, on 6th March, 2017; (l) Securities and Exchange Board of India (Regulatory Sandbox) (Amendment) Regulations, 2020, No. SEBI/LAD-NRO/FE/2020/10, on 17th April 2020; (m) Securities and Exchange Board of India (Regulatory Sandbox) (Amendment) Regulations, 2021, No. SEBI/LAD-NRO/FE/2021/30, on 3rd August 2021; (n) Securities and Exchange Board of India (Payment of Fees) (Amendment) Regulations, 2022, No. SEBI/LAD-NRO/FE/2022/99, on 9th December, 2022; and (o) Securities and Exchange Board of India (Payment of Fees and Mode of Payment) (Amendment) Regulations, 2023, No. SEBI/LAD.-ER.O./FE./2023/121, on 7th January, 2023, are amended.
SECURITIES AND EXCHANGE BOARD OF INDIA
NOTIFICATION
Mumbai, the 4th September 2024
SECURITIES AND EXCHANGE BOARD OF INDIA (FOREIGN VENTURE CAPITAL INVESTORS) (AMENDMENT) REGULATIONS, 2024 No. SEBI/LAD-NRO/GN/2024/203.— In exercise of the powers conferred by sub-section (1) of Section 30 of the Securities and Exchange Board of India Act, 1992 (15 of 1992), the Securities and Exchange Board of India hereby makes the following regulations, to further amend the Securities and Exchange Board of India (Foreign Venture Capital Investors) Regulations, 2000, namely, –
These regulations may be called the Securities and Exchange Board of India (Foreign Venture Capital Investors) (Amendment) Regulations, 2024.
They shall come into force with effect from January 1, 2025.
In the Securities and Exchange Board of India (Foreign Venture Capital Investors) Regulations, 2000, –
I. In regulation 2, –
i. in sub-regulation (1),
a. after clause (a) and before clause (b), the following clauses shall be inserted, namely, -
“(aa) “Bilateral Memorandum of Understanding with the Board” means a bilateral Memorandum of Understanding between the Board and any authority outside India that provides for information sharing arrangement as specified under clause (ib) of sub-section (2) of section 11 of the Act;
22 THE GAZETTE OF INDIA : EXTRAORDINARY [PART III—SEC.4]
(ab) “Board” means the Securities and Exchange Board of India established under section 3 of the Act;”
b. clause (b) shall be substituted with the following clause, namely,-
“(b) "certificate" means a certificate of registration granted to a foreign venture capital investor by the designated depository participant on behalf of the Board under these regulations;”
c. after clause (b) and before clause (c), the following clause shall be inserted, namely,-
“(ba) “control” includes the right to appoint majority of the directors or to control the management or policy decisions exercisable by a person or persons acting individually or in concert, directly or indirectly, including by virtue of shareholding or management rights or shareholders agreements or voting agreements or in any other manner;”
d. clause (c) shall be substituted with the following clause, namely,-
“(c)"designated bank" means a scheduled bank in India, which has been authorised by the Reserve Bank of India to act as a banker to the foreign venture capital investor;”
e. after clause (c) and before clause (d), the following clause shall be inserted, namely,-
“(ca) “designated depository participant” means a person who has been approved by the Board under Chapter III of the Securities and Exchange Board of India (Foreign Portfolio Investors) Regulations, 2019;”
f. in clause (d), the words “of securities” shall be omitted.
g. Clause (g) shall be substituted with the following clause, namely,-
“(g) "foreign venture capital investor" means an investor incorporated or established outside India registered under these regulations, proposes to make investment in accordance with these regulations and shall be deemed to be an intermediary in terms of the provisions of the Act;”
h. clause (h) shall be substituted with the following clause, namely,-
“(h) “form" means an application form for obtaining registration as foreign venture capital investor as notified by the Government of India or as specified by the Board;
i. after clause (h) and before clause (i), the following clause shall be inserted, namely,-
“(ha) "International Financial Services Centre" or "IFSC" shall have the same meaning as assigned to it in clause (q) of section 2 of the Special Economic Zones Act, 2005 (Act No. 28 of 2005);”
[PART III—SEC.4] Gazette of India : Extraordinary 23
ii. sub-regulation (2) shall be substituted with the following, namely,-
“(2) Words and expressions used and not defined in these regulations, but defined in the Act or the Foreign Exchange Management Act, 1999 (42 of 1999), the Companies Act, 2013 (18 of 2013), the Securities Contracts (Regulation) Act, 1956 (42 of 1956), the Depositories Act, 1996 (22 of 1996), or the rules and regulations made thereunder shall have the same meaning as are respectively assigned to them in those Acts or rules or regulations or any statutory modification or re-enactment thereto.”
II. Regulation 3 shall be substituted with the following, namely,-
“Application for grant of certificate as a foreign venture capital investor
3.(1) No person shall buy, sell or otherwise deal in securities as a foreign venture capital investor unless it has obtained a certificate granted by a designated depository participant on behalf of the Board.
(2) An application for the grant of certificate as a foreign venture capital investor shall be made to a designated depository participant in the Form and in the manner specified by the Government or the Board from time to time:
Provided that the foreign venture capital investors who have been granted a certificate of registration before the notification of the Securities and Exchange Board of India (Foreign Venture Capital Investors) (Amendment) Regulations, 2024 shall engage a designated depository participant in the manner and subject to such conditions as may be specified by the Board.
(3) The application shall be supported by the fee specified in the Second Schedule and by any documents in the manner specified by the Board from time to time.”
III. Regulation 4 shall be substituted with the following, namely,-
“Eligibility Criteria.
(a) the applicant is an entity incorporated or established outside India or in International Financial Services Centre;
(b) The applicant is a resident of the country whose securities market regulator is a signatory to the International Organization of Securities Commission’s Multilateral Memorandum of Understanding (Appendix A Signatories) or a signatory to a bilateral Memorandum of Understanding with the Board:
Provided that an applicant being Government or Government related investor shall be considered as eligible for registration, if such applicant is a resident in the country as may be approved by the Government of India;
(c) The applicant being a bank is a resident of a country whose central bank is a member of Bank for International Settlements:
24 THE GAZETTE OF INDIA : EXTRAORDINARY [PART III—SEC.4]
Provided that a central bank applicant need not be a member of Bank for International Settlements:
Provided further that the condition specified under clause (c) of Regulation 4 shall not apply in case the applicant is regulated by the banking sector regulator in its home jurisdiction even if the central bank of that country is not a member of Bank for International Settlements;
(d) The applicant or its beneficial owners identified in accordance with Rule 9 of the Prevention of Money-laundering (Maintenance of Records) Rules, 2005, shall not be the person(s) mentioned in the Sanctions List notified from time to time by the United Nations Security Council and is not a resident in the country identified in the public statement of Financial Action Task Force as–
(i) a jurisdiction having a strategic Anti-Money Laundering or Combating the Financing of Terrorism deficiencies to which counter measures apply; or
(ii) a jurisdiction that has not made sufficient progress in addressing the deficiencies or has not committed to an action plan developed with the Financial Action Task Force to address the deficiencies;
(e) the applicant is a fit and proper person based on the criteria specified in Schedule II of the Securities and Exchange Board of India (Intermediaries) Regulations, 2008; and
(f) any other criteria specified by the Board from time to time.”
IV. regulation 4A shall be omitted.
V. regulation 5 shall be substituted with the following, namely,-
“Furnishing of information and personal representation.
5.(1) The Board or the designated depository participant may require the applicant to furnish such further information or clarification as may be considered necessary for the grant of the certificate of registration as a foreign venture capital investor.
(2) The applicant or its authorized representative shall, if so required by the Board or the designated depository participant, appear before them for personal representation in connection with the grant of a certificate.”
VI. regulation 6 shall be substituted with the following, namely,-
“Application to conform to the requirements.
6.(1) An application for grant of certificate of registration to act as a foreign venture capital investor, which is not complete in all respects or is false or misleading in any material particular or does not satisfy the requirements specified in these regulations shall be deemed to be deficient and liable to be rejected by the designated depository participant:
Provided that before rejecting any such application, the applicant shall be given a reasonable opportunity of being heard and to remove the deficiency, within the time as specified by the designated depository participant.
[PART III—SEC.4] Gazette of India : Extraordinary 25
(2) The decision to reject the application shall be communicated by the designated depository participant to the applicant in writing indicating the grounds for rejection of the application.
(3) The applicant, who is aggrieved by the decision of the designated depository participant under sub-regulation (1) may, within a period of thirty days from the date of receipt of communication under sub-regulation (2), apply to the Board for reconsideration of the decision of the designated depository participant:
Provided that such application for reconsideration shall not be considered by the Board where the rejection was on account of technical reasons such as non-submission of complete information, documents, including non-payment of specified fee.
(4) The Board shall, after considering the submissions made in the application seeking reconsideration made under sub-regulation (3) and after giving a reasonable opportunity of being heard, communicate its decision in writing to the applicant.”
VII. regulation 7 shall be substituted with the following, namely,-
“Certificate of registration.
7.(1) If the designated depository participant is satisfied that an applicant is eligible and fulfils the requirements as specified in these regulations, the designated depository participant shall, on behalf of the Board, grant the certificate of registration to an applicant, bearing registration number generated by the Board, specified in Part B of the First Schedule.
(2) The designated depository participant shall endeavour to dispose of the application for grant of certificate of registration as soon as possible but not later than thirty days after receipt of application by the designated depository participant, or after the information called for under regulation 5 has been furnished; whichever is later.
(3) Upon grant of certificate of registration to the applicant, the designated depository participant shall remit the fee, as specified in the Second Schedule, received from the applicant to the Board.
(4) If an applicant seeking registration as a foreign venture capital investor has any grievance with respect to its application or if the designated depository participant has any question in respect of interpretation of any provision of these regulations, it may approach the Board for appropriate instructions.”
VIII. regulation 8 shall be substituted with the following, namely,-
“Conditions of certificate.
8.(1) The certificate granted to the foreign venture capital investor under regulation 7 shall be subject to the following conditions, namely:-
(a) it shall abide by the provisions of the Act, and these regulations;
(b) it shall appoint a domestic custodian for purpose of custody of securities;
(c) it shall enter into arrangement with a designated bank for the purpose of operating a special non-resident rupee or foreign currency account;
26 THE GAZETTE OF INDIA : EXTRAORDINARY [PART III—SEC.4]
(2) The foreign venture capital investor shall provide necessary information sought by the designated depository participant to review the eligibility of the entity to hold the certificate of registration as a foreign venture capital investor.
(3) If the foreign venture capital investor no longer satisfies the eligibility criteria under Regulation 4, the foreign venture capital investor shall inform the Board and designated depository participant in writing as soon as possible but not later than seven working days.
(4) The designated depository participant shall ascertain whether the foreign venture capital investor satisfies the eligibility criteria in terms of provisions under Regulation 4, subject to conditions and in the manner specified by the Board from time to time.
(5) The foreign venture capital investor which does not satisfy the criteria under Regulation 4, shall be dealt with in the manner specified by the Board from time to time.”
IX. regulation 9 shall be substituted with the following, namely,-
“Renewal of registration and surrender of certificate.
9.(1) Subject to the compliance with the provisions of the Act, these regulations and the circulars issued thereunder, the registration granted by the designated depository participant on behalf of the Board under these regulations shall be permanent unless suspended or cancelled by the Board or surrendered by the foreign venture capital investor.
(2) To keep the registration in force, the foreign venture capital investor shall pay renewal fee as specified in the Second Schedule for every block of five years from the beginning of the sixth year from the date of grant of certificate of registration and the fee shall be paid before expiry of the block for which fee has been paid, in the manner specified by the Board from time to time.
(3) If the foreign venture capital investor fails to pay the renewal fee along with the late fee as specified in the Second Schedule to keep the registration in force within the specified due date and does not have any investment in India, such foreign venture capital investor shall be deemed to have applied for surrender of its registration and the designated depository participant of such foreign venture capital investor shall process the surrender after obtaining the approval from the Board.
(4) If the foreign venture capital investor fails to pay the renewal fee for continuance of registration within the specified due date and has investment in India, such foreign venture capital investor shall pay the renewal fee as specified in Second Schedule, along with a late fee as specified Second Schedule for each day of delay in payment of renewal fee, subject to maximum of one and half times of the renewal fee:
Provided that until the renewal fee is paid, the foreign venture capital investor shall not make any new investment or sell its existing investments:
Provided further that until the renewal fee is paid, the foreign venture capital investors who have been granted a certificate of registration before the notification of the Securities and Exchange Board of India (Foreign Venture Capital Investors) (Amendment) Regulations, 2024 shall not make any new investment:
Provided further that if the renewal fee, along with late fee, is not paid within thirty days from the date of expiry of the block for which fee has been paid, the certificate of registration of the foreign venture capital investor shall be liable to be suspended or cancelled.
[PART III—SEC.4] Gazette of India : Extraordinary 27
(5) The suspension and cancellation of certificate of registration of a foreign venture capital investor, shall be dealt with in the manner as provided in Chapter V of the Securities and Exchange Board of India (Intermediaries) Regulations, 2008.
(6) Any foreign venture capital investor desirous of surrendering the certificate of registration may request for such surrender to the designated depository participant who shall accept the surrender of the certificate of registration after obtaining approval from the Board.
(7) While accepting the surrender of registration, the designated depository participant shall impose such conditions as may be specified by the Board.”
X. regulation 10 shall be omitted.
XI. regulation 14 shall be substituted with the following, namely,-
“Appointment of custodian.
(2) In addition to the obligation of a custodian under any other regulations, the custodian shall be responsible for –
(a) monitoring of investment of foreign venture capital investors in India;
(b) furnishing of periodic reports to the Board;
(c) furnishing such information as may be called for by the Board;
(d) ensuring that a foreign venture capital investor does not make any new investment or sell its existing investment until renewal fee is paid in terms of sub-regulation (4) of Regulation 9;
(e) any other condition as may be specified by the Board from time to time.”
XII. after regulation 15 and before regulation 16, the following regulations shall be inserted, namely,-
“Obligations and responsibilities of foreign venture capital investor.
15A. The foreign venture capital investor shall –
(a) comply with the provisions of these regulations, as far as they may apply, circulars issued thereunder and any other terms and conditions specified by the Board from time to time;
(b) in relation to its activities as foreign venture capital investor, at all times, subject itself to the extant Indian laws, rules, regulations, guidelines and circulars issued from time to time;
(c) inform the Board and designated depository participant in writing, if any information or particulars previously submitted to the Board or designated depository participant are found to be false or misleading in any material respect or if there is any change in the information or particulars already submitted, in the manner and within the timelines as may be specified by the Board from time to time.
(d) inform the Board and designated depository participant in writing, if there is any material change in the information including any direct or indirect change in its structure or ownership or control previously furnished by him to the Board or designated depository”
28 THE GAZETTE OF INDIA : EXTRAORDINARY [PART III—SEC.4] participant, in the manner and within the timelines as may be specified by the Board from time to time; (e) as soon as possible but not later than seven working days, inform the Board and the designated depository participant, in case of any penalty, pending litigation or proceedings, findings of inspections or investigations for which action may have been taken or is in the process of being taken by an overseas regulator against it, in the manner and within the timelines as may be specified by the Board from time to time; (f) as and when required by the Board or any other Government agency in India, submit any information, record or documents in relation to its activities as a foreign venture capital investor; (g) obtain a Permanent Account Number from the Income Tax Department; (h) be a fit and proper person based on the criteria specified in Schedule II of the Securities and Exchange Board of India (Intermediaries) Regulations, 2008; (i) undertake necessary KYC on its shareholders/investors in accordance with the rules applicable to it in the jurisdiction where it is organised; and (j) provide any additional information or documents including beneficiary ownership details of their clients as may be required by the designated depository participant or the Board or any other enforcement agency to ensure compliance with the Prevention of Money Laundering Act, 2002 (Act No. 15 of 2003) and the rules and regulations specified thereunder, the Financial Action Task Force standards and circulars issued from time to time by the Board. Obligations and responsibilities of designated depository participants. 15B.(1) In addition to the obligation of designated depository participants under any other regulations, the designated depository participant engaged by an applicant seeking registration as foreign venture capital investor shall:
(a) open a dematerialised account for the applicant only after ensuring compliance with all the requirements under Prevention of Money Laundering Act, 2002 (Act No. 15 of 2003) and rules and regulations specified thereunder, Financial Action Task Force standards and circulars issued by the Board in this regard, from time to time and shall also ensure that foreign venture capital investors comply with all these requirements on an ongoing basis; (b) carry out necessary due diligence to ensure that no other depository account per depository is held by any of the concerned applicant as a foreign venture capital investor; (c) collect and remit fees to the Board, in the manner as specified in the Second Schedule; (d) in case of change in structure or constitution or direct or indirect change in common ownership or control reported by the foreign venture capital investor, re-assess the eligibility of such foreign venture capital investor. (2) The designated depository participant shall ensure that only registered foreign venture capital investors are allowed to invest in securities market. (3) The designated depository participant shall maintain segregation of activities such that there is no conflict of interest between the activity of grant of registration to a foreign venture capital investor in the capacity of a designated depository participant and its other activities.
[भाग III—खण् ड 4] भारत का रािपत्र : असाधारण 29 (4) The designated depository participant shall maintain the relevant true and fair records, books of accounts, and documents including the physical or electronic records relating to registration of foreign venture capital investors. (5) The designated depository participant shall intimate to the Board in writing the location where such books, records and documents shall be maintained. (6) Subject to the provisions of any other law for the time being in force, every designated depository participant shall preserve the books of accounts, physical or electronic records and documents specified in this regulation at all times.”
XIII. The First Schedule and the Second Schedule shall be substituted with the following, namely,-
“FIRST SCHEDULE
PART A
FORM A
Securities and Exchange Board of India
(Foreign Venture Capital Investors) Regulations, 2000 [See regulation 3(2)] Application Form for Grant of Certificate of Registration as Foreign Venture Capital Investor (FVCI)
30 THE GAZETTE OF INDIA : EXTRAORDINARY [PART III—SEC.4]
5. Legal form of the applicant and the law under which it is incorporated, established or registered:
[भाग III—खण् ड 4] भारत का रािपत्र : असाधारण 31 (Please tick as applicable) Registered address Office address (foreign) Office address (India)
7.4. Contact Details:
S.No Particulars Registered address Office address Country Code Area/ STD Code Number Country Code Area/ STD Code Number
1. Telephone
Number
2. Fax Number
3. Mobile Number
4. Email ID
5. Website
8. Information pertaining to Investment Manager:
Name of entity
Type of entity
Country
Telephone no
/Mobile no
Fax No.
E-mail id
9. Information pertaining to the Compliance officer:
Name
Job Title
Telephone no Fax No.
E-mail id
10. Information regarding Ultimate Beneficial Owner (End Natural Person):
10.1. Individual Custodian/ Designated Depository Participant (DDPs) may seek additional
documentation/ownership details at a lower threshold than prescribed, based on their independent evaluation and risk classification of the respective FVCI applicants on the basis of multiple parameters such as home jurisdiction, type of entity, nature of business etc. We declare that there is no natural person/individual who are ultimately holding > ___% beneficial ownership directly/indirectly into the entity as well as on controlling basis for companies, Trust & General Partner / Limited Partnership structure. We therefore provide details of the senior managing
32 THE GAZETTE OF INDIA : EXTRAORDINARY [PART III—SEC.4] official of the FVCI as under. The list of beneficial owners as per materiality threshold for controlling ownership interest and / or on control basis is provided as under:
The list of beneficial owners as per materiality threshold for controlling ownership interest and / or on control basis is provided as under:
S.
No
Name &
Address of the
Beneficial
Owner
(Natural
Person)
Date of
Birth
Tax
Residency
Jurisdiction
Nationality Whether acting alone or together, or through one or more natural person as group with their name & address Beneficial Owner (BO) Group Percentage Shareholding / Capital/Profit Ownership in the FVCIs Tax Residency Number/ Social Security Number/ Passport Number of BO/ any other Government issued identity document number (example Driving Licence) [Please provide any] (1) (2) (3) (4) (5) (6) (7) (8)
10.2. Does it have few persons or persons of the same family holding beneficial ownership and control?
Yes /No
11. Income details
Particulars Details a) Source of
Income:
Please select the most appropriate:
1) Capital Gains
2) Income from Business/ Profession
3) No Income
4) Income from other Sources
5) Income from House Property
b) Code for
Business /
Profession
Code Business/Profession Code Business profession 01 Medical Profession and Business 11 Films, TV and such other entertainment 02 Engineering 12 Information Technology 03 Architecture 13 Builders and Developers 04 Chartered Accountant/ Accountancy 14 Members of Stock Exchange, Share Brokers and Sub-Brokers 05 Interior Decoration 15 Performing Arts and Yatra 06 Technical Consultancy 16 Operation of Ships, Hovercraft, Aircrafts or Helicopters 07 Company Secretary 17 Plying Taxis, Lorries, Trucks, Buses or other Commercial Vehicles
[भाग III—खण् ड 4] भारत का रािपत्र : असाधारण 33 08 Legal Practitioner and Solicitors 18 Ownership of Horses or Jockeys 09 Government Contractors 19 Cinema Halls and Other Theatres 10 Insurance Agency 20 Others c) Gross Annual Income (in INR) d) Net worth (Asset less liabilities) (in INR):
as on dd/mm/yyyy
12. Type of applicant:
Please select the most appropriate category.
Investment company, investment trust, investment partnership, pension fund, mutual fund, endowment fund, university fund, charitable institution or asset management company, investment manager or investment management company; any other investment vehicle incorporated or established outside India or any other entity incorporated or established outside India If any other entity or investment vehicle, please give details:
13. Type of entity:
Please select one of the below options:
1) Private Company (R)
2) Public Company (U)
3) Body Corporate (D)
4) Financial Institution (S)
5) Non-Government Organisation (N)
6) Charitable Organisation (C)
14. Documents submitted as Proof of Identity (POI) and Proof of Address (POA) for KYC:
Particulars Details a) Proof of identity (POI) b) Proof of Address (POA)
15. Whether the applicant or the applicant's authorized signatories/ Promoters/ Partners/ Trustees/
Whole Time Directors/Office bearer is a) A politically exposed person Yes/No b) Related to a politically exposed person Yes/No
16. Whether the applicant has provided with valid self-certification/ Foreign Account Tax Compliance
Act (FATCA) / Common Reporting Standard (CRS) declaration form?
Yes /Not applicable
17. Details of Regulatory authority by which the applicant is regulated (If applicable)
34 THE GAZETTE OF INDIA : EXTRAORDINARY [PART III—SEC.4] Name Country Web-site Registration Number/Code with regulator, if any Category / Capacity in which the applicant is Regulated
18. Whether the applicant is coming through Global Custodian? Yes/No
If yes, please provide name of Global custodian Name of Regulator Country of Regulator Registration Number/ code with regulator, if any Address
19. Details of the designated depository participant, custodian and Depository Participant:
a) Details of Designated Depository Participant Name of the Designated Depository Participant SEBI Registration number for DDP/Custodian b) Details of Custodian Name of the Custodian SEBI Registration number for Custodian c) Details of Depository Participant Name of the Depository Participant SEBI Registration number for Depository Participant
20. Details of the designated bank
Name of the Bank and Branch
Address
21. Details of Prior association with Indian securities market
[भाग III—खण् ड 4] भारत का रािपत्र : असाधारण 35 Whether the applicant is/was anytime associated with Indian securities market in any capacity? Yes/No Name of the Entity Registered/ associated as SEBI Registration No. (if applicable) Period of registration
22. Whether the applicant already holds Permanent Account Number (PAN)?
Yes/No
If yes, please mention PAN: ------
23. Disciplinary History
Whether there has been any instance of violation or non-adherence to the securities laws, code of ethics/conduct, code of business rules, for which the applicant or its parent/holding company or associate/or promoter/investment manager may have been subjected to criminal liability or suspended from carrying out its operations or the registration, has been revoked, temporarily or permanently or any regulatory actions that have resulted in temporary or permanent suspension of investment related operations in jurisdiction where the applicant is operating and has a bearing on obtaining FVCI registration for investing in India? Yes/No If yes, please mention details briefly in below box. For more details, enclose Annexure. Declaration and Undertaking:
We______, the applicant, in the capacity of
______, do hereby declare that what is stated in the aforesaid application form (including the enclosed documents/annexures) is complete and true to the best of our information and belief. We undertake to inform you of any changes therein, immediately. In case any of the above information is found to be false or untrue or misleading or misrepresenting, we are aware that we may be held liable for it. We hereby apply for registration as Foreign Venture Capital Investor (“FVCI”) in accordance with the Securities and Exchange Board of India (Foreign Venture Capital Investor) Regulations, 2000. Further, we have read and understood the Securities and Exchange Board of India (Foreign Venture Capital Investor) Regulations, 2000, circulars issued thereunder, its operating guidelines, reply to frequently asked questions on FVCI regime provided by the Board and shall abide with any other terms and conditions specified by the Board from time to time. We hereby declare that we fulfil the eligibility criteria under the Securities and Exchange Board of India (Foreign Venture Capital Investor) Regulations, 2000 and we are eligible to register as a FVCI. Place: ------ Date: ------ For and on behalf of applicant (Name of the applicant) Signature of Authorized Signatory
Name of signatory
Designation
Date Dd/mm/yyyy
36 THE GAZETTE OF INDIA : EXTRAORDINARY [PART III—SEC.4] ANNEXURE TO APPLICATION FORM A: Declaration & Undertaking:
1) We have read and understood the extant Indian laws, rules, regulations including Securities and Exchange Board
of India (Foreign Venture Capital Investors) Regulations, 2000, Foreign Exchange Management Act, 1999 (Act No. 42 of 1999) and rules & regulations made thereunder, Depository and Depository Participants Regulations, circulars, guidelines issued therein and shall in relation to our activities as FVCI, at all times, comply with and subject ourselves to any other terms and conditions specified by the Board, Reserve Bank of India (RBI), Depository or any other regulators from time to time.
2) We undertake to provide additional information/documents (including KYC documents exempted by the
Securities and Exchange Board of India and Reserve Bank of India)/ declarations and undertakings as may be required by you/demand from any regulator/law enforcement agency/exchange without delay to ensure compliance with the Prevention of Money Laundering Act, 2002 (Act No. 15 of 2003) and rules and regulations prescribed thereunder, FATF standards and circulars issued from time to time by the Board, RBI or any other regulators in compliance with said requirement.
3) We undertake to abide by operational instructions/ directives as may be issued by Securities and Exchange Board
of India, Reserve Bank of India or any other authority from time to time under provisions of the Act or any other applicable law.
4) We authorize custodian to operate the account through Power of Attorney (PoA) and not to receive credits
automatically into our account.
5) We authorize custodian to send statement of account in electronic form and we will ensure the confidentiality of
the password of the email, as applicable
6) We authorize custodian to maintain appropriate house account details on depository platforms for the purpose of
collection of monetary corporate benefits and any other similar activities on our behalf.
B: Additional information
[भाग III—खण् ड 4] भारत का रािपत्र : असाधारण 37
3. Does FVCI wish KRAs to seek consent prior to permitting any intermediary to download their KYC
information?
Yes/No
If Yes, please provide below information
Name of authorized representative of FVCI
(optional)
Email id 1 (Mandatory) :
Email id 2 (Optional) :
Email id 3 (Optional) :
Mobile number (optional):
4. Information in respect of Authorized signatories to Form/ senior management of FVCI applicant
Sr.
No.
Name Relations hip with
Applicant
(i.e. promoters, directors,
Signatory etc.)
PAN
(if applicable)
Nationality
/Country of
Residence
Date of
Birth
(DD/MM/Y
YYY
Residential/
Registered
Address
Any Government issued identity document number (example driving license) (1) (2) (3) (4) (5) (6) (7) (8) 1.
5. Information regarding Intermediate Material Shareholder/ Owner Entity
(For determining Beneficial owner details as per circular issued by the Board from time to time) a) Details on the basis of ownership or entitlement:
We declare that there is no entity holding >= __% of ownership/ entitlement through shares/units, economic benefit participation etc. including cumulative direct / indirect holding held through single or multiple entities. OR Details of entities holding >= ------% of ownership/ entitlement through shares/units, economic benefit participation etc. including cumulative direct / indirect holding held through single or multiple entities are provided as under:
Name of
Beneficial owner
Direct /
Indirect
Stake
Names of the entity(ies) through which the stake in the FVCI is held indirectly Country of Incorporation / Nationality Percentage stake held in the applicant Individual /NonIndividual
38 THE GAZETTE OF INDIA : EXTRAORDINARY [PART III—SEC.4] b) Beneficial Ownership by Control:
We declare that there is no entity who controls through means like voting rights, agreements, arrangements, etc.
OR
Details of controlling entity is provided as under:
Name of
Beneficial owner
Method of Control (Give Details including names of the intermediate structures, if any, through which control is exercised ) Country of Incorporation / Nationality Percentage control on the applicant, if applicable Individual/NonIndividual Date:
Name of Applicant:
(Signature block for Applicant)
Signature(s) of Authorised Person(s)
PART B
SECURITIES AND EXCHANGE BOARD OF INDIA (FOREIGN VENTURE CAPITAL INVESTORS) REGULATIONS, 2000 [See regulation 3(2)] CERTIFICATE OF REGISTRATION
I. In exercise of the powers conferred by sub-section (1A) of section 12 of the Securities and Exchange Board of
India Act, 1992 (the “Act”), read with the regulations made thereunder the Board hereby grants a certificate of registration to ______ as a foreign venture capital investor, subject to the conditions specified in the Act and in the regulations made thereunder.
II. The Registration Number for the foreign venture capital investor is …/.../.../.../....
III. The address of the foreign venture capital investor is ______
IV. This certificate shall be valid till it is suspended, cancelled or surrendered in accordance with the Securities
and Exchange Board of India (Foreign Venture Capital Investors) Regulations, 2000.
Date:
Place:
By Order
Signature
Name and Designation of the Authorized Signatory of Designated depository participant Issued on behalf of Securities and Exchange Board of India
[भाग III—खण् ड 4] भारत का रािपत्र : असाधारण 39 SECOND SCHEDULE PAYMENT OF FEES APPLICABLE TO FOREIGN VENTURE CAPITAL INVESTOR [See regulation 3(3), regulation 7(3) and regulation 9] Registration Fee (1) Foreign venture capital investor shall pay registration fees of $2500 or any other amount specified by the Board from time to time, at the time of submission of the Form to the designated depository participant. Renewal Fee (2) Foreign venture capital investor shall pay renewal fees of $100 for every block of five years, to keep the registration in force. (3) The designated depository participants of the respective foreign venture capital investors shall collect the renewal fees in advance for every block of five years, from the beginning of the sixth year from the date of registration, from all the foreign venture capital investors registered by it, and remit the fees to the Board in the manner specified by the Board from time to time. (4) International or multilateral agency such as World Bank and other institutions, established outside India for providing aid, which have been granted privileges and immunities from payment of tax and duties by the Central Government shall be exempted from the payment of registration or renewal fees. Late Fee (5) If a foreign venture capital investor fails to pay the renewal fees within the specified due date and has cash or security in India, such foreign venture capital investor shall pay the renewal fee as specified above, along with a late fee equal to $5 per day for each day of delay in payment of renewal fee and the late fee shall be subject to maximum of $150. (6) Every designated depository participant shall remit the fees collected from the foreign venture capital investors during the immediate preceding month, to the Board, by 5th working day of every month, along with the details in the format, as may be specified from time to time.” BABITHA RAYUDU,Executive Director [ADVT.-III/4/Exty./463/2024-25] Footnote:
(1) Securities and Exchange Board of India (Foreign Venture Capital Investors) Regulations, 2000, the Principal Regulations, were published in the Gazette of India on September 15, 2000 vide S.O. No.832 (E). (2) The Securities and Exchange Board of India (Foreign Venture Capital Investors) Regulations, 2000 were subsequently amended: – (a) on June 7, 2001 by the Securities and Exchange Board of India (Foreign Venture Capital Investors) (Amendment) Regulations, 2001 vide S.O. No. 501(E); (b) on September 27, 2002 by the Securities and Exchange Board of India (Procedure for Holding Enquiry by Enquiry Officer and Imposing Penalty) Regulations, 2002 vide S.O. No. 1045 (E); (c) on March 10, 2004 by the Securities and Exchange Board of India (Criteria for Fit and Proper Person) Regulations, 2004 vide S.O. No. 398(E); (d) on April 5, 2004 by the Securities and Exchange Board of India (Foreign Venture Capital Investors) (Amendment) Regulations, 2004 vide S.O. No. 469(E);
40 THE GAZETTE OF INDIA : EXTRAORDINARY [PART III—SEC.4] (e) on September 4, 2006 by the Securities and Exchange Board of India (Foreign Venture Capital Investors) (Amendment) Regulations, 2006 vide S.O. 1443 (E); (f) on May 26, 2008 by the Securities and Exchange Board of India (Intermediaries) Regulations, 2008 vide No LAD-NRO/GN/2008/11/126538; (g) on June 29, 2009 by the Securities and Exchange Board of India (Payment of Fees) (Amendment) Regulations, 2009, vide No. LAD-NRO/GN/2009-10/11/167759; (h) on December 21, 2010 by the Securities and Exchange Board of India (Foreign Venture Capital Investors) (Amendment) Regulations, 2010, vide No.LAD-NRO/GN/ 2010-11/22/30364; (i) on May 21, 2012 by the Securities and Exchange Board of India (Alternative Investment Funds) Regulations, 2012, vide No. LAD-NRO/GN/2012-13/04/11262; (j) on December 30. 2014 by the Securities and Exchange Board of India (Foreign Venture Capital Investors) (Amendment) Regulations, 2014, vide No. LAD-NRO/GN/2014-15/20/1972; (k) on March 6, 2017 by the Securities and Exchange Board of India (Payment of Fees and Mode of Payment) (Amendment) Regulations, 2017, vide No. SEBI/LAD/NRO/GN/2016-17/037; (l) on April 17, 2020 by the Securities and Exchange Board of India (Regulatory Sandbox) (Amendment) Regulations, 2020 vide No. SEBI/LAD-NRO/GN/2020/10; (m) on August 3, 2021 by the Securities and Exchange Board of India (Regulatory Sandbox) (Amendment) Regulations, 2021 vide No. SEBI/LAD-NRO/GN/2021/30; (n) on November 9, 2022 by the Securities and Exchange Board of India (Payment of Fees) (Amendment) Regulations, 2022, vide No. SEBI/LAD-NRO/GN/2022/99; and (o) on February 7, 2023 by the Securities and Exchange Board of India (Payment of Fees and Mode of Payment) (Amendment) Regulations, 2023, vide No. SEBI/LAD-NRO/GN/2023/121. Uploaded by Dte. of Printing at Government of India Press, Ring Road, Mayapuri, New Delhi-110064 and Published by the Controller of Publications, Delhi-110054.
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“further amend the Securities and Exchange Board of India (Foreign Venture Capital Investors) Regulations, 2000”
“In exercise of the powers conferred by sub-section (1) of section 30 of the Securities and Exchange Board of India Act, 1992 (15 of 1992)”
“authorized by the Board under Chapter-III of the Securities and Exchange Board of India (Foreign Portfolio Investors) Regulations, 2019”
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