Application for permission for issue/transfer of shares by a Sick Indian Company to non-residents of Indian nationality/origin (NRIs) and overseas corporate bodies (OCBs) owned to the extent of at least 60 per cent by such persons

1.

The application should be completed in duplicate and submitted to the Chief General Manager, Exchange Control Department (Foreign Investment Division), NRI Cell, Reserve Bank of India, Central Office, Mumbai - 400 001.

2.

The application should be made before receiving funds from prospective investors for obtaining Reserve Banks approval in principle for the proposed issue / transfer of shares.

3.

Please submit certified copies of the following documents as applicable.

(i)

An up-to-date copy of the Memorandum and Articles of Association.

(ii)

If in the main or other objects of the Memorandum and Articles of Association any clause authorises the company to undertake real estate business or agricultural / plantation activities, the company should produce an undertaking to the effect that it will not undertake such activities or will get the relevant clause deleted.

(iii)

Audited Balance Sheet and Profit and Loss Account for the previous three years.

(iv)

Special Resolution from the existing shareholders of the company for the proposed issue/transfer of shares to NRI/OCBs.

(v)

Sale deed/agreement for sale (in case of transfer of shares to NRIs/OCBs).

4.

Auditors certificate showing the fair valuation of the shares (in the case of transfer of shares to NRIs/OCBs).

5.

A certificate regarding the sickness of the company from a public financial institution or a consortium which is formulating the plan for the companys rehabilitation/ revival or from a bank / public financial institution providing credit facilities to the company indicating the basis on which the company has been classified as a sick unit.

6.

In case the proposed investment is to be made by an overseas corporate body a certificate (in original) of a recent date in form OAC/OAC1 from an overseas Auditor/Chartered Accountant/Certified Public Accountant.

7.

Any other document considered relevant by the applicant.

1.

Name and full address

2.

Place and date of incorporation

3.

Nature of business activities

(a)

Existing activities

(a)

(b)

Proposed activities

(b)

4.

Existing capital structure

(A)

Authorised capital

Equity

(A)

Rs.........divided into..….... shares of

Rs.…....each

Preference

Rs.…….divided into…..... shares of

Rs.….....each

(B)

Paid-up capital

Equity

(B)

Rs.........divided into..….... shares of

Rs.…....each

Preference

Rs.…….divided into…..... shares of

Rs.….....each

(C)

Held by

Equity

Preference

No.of

Face

%

No.of

Face

%

shares

value

shares

value

(i)

Non-resident

(a)

Corporate Bodies

(i)

Firms, companies and institutions/ bodies other than those included in (ii) below

(ii)

Firms,companies and other bodies directly or indirectly owned to the extent of atleast60% by non-residents of Indian nationality/ origin

(a)

with repartiation benefits

(b)

without repartiation benefits

(b)

Individuals

(i)

Indian nationals and persons of Indian origin

(a)

with repatriation benefits

(b)

without repatriation benefits

(ii)

Others

(ii)

Resident

(a)

Firms, companies and other insitutions/bodies

(b)

Individuals

(i)

Indian nationals

(ii)

Other than Indian nationals

Total :

5.

Details of Reserve Bank approvals for shares already held by non-residents

Total number

Total face

To be issued to NRIs/OCBs

value

% to

Rs.

No.

total

6.

Details of the proposed equity issue

7.

Particulars of non-resident investors

(i)

Name/s and address/es

(i)

(ii)

Nationality/ies and country/ies of origin (for individuals)

(ii)

(iii)

Place/s and date/s of incorporation/registration (for overseas corporate bodies)

(iii)

(iv)

Number and face value of shares to be issued to each non-resident investor

(iv)

8.

Manner in which consideration will be received from NRIs/OCBs

(i)

By remittance from abroad

(i)

(ii)

Out of funds held in Non-resident (External) Account(s)/ FCNR Account(s) maintained with banks in India

(ii)

9.

(a)

Name/s and address/es of the non-resident transferee/s

(a)

(b)

(i)

Nationality/ies and country/ies of origin (for individuals)

(b)

(i)

(ii)

Place/s and date/s of incorporation/ registration (for overseas corporate bodies)

(ii)

10.

Particulars of the equity shares to be transferred

(i)

Total number

(i)

(ii)

Total face value

(ii)

(iii)

Percentage to total issued equity capital of the company

(iii)

11.

Whether the shares are quoted on a recognised Stock Exchange in India; if so, give the current quotation.

12.

(a)

Name/s and address/es of the seller/s

(a)

(b)

(i)

Nationality/ies in case of individuals

(b)

(i)

(ii)

Place/s of incorporation in case of company/ies

(ii)

(c)

If the sellers are non-residents or foreign citizens resident in India please state Reserve Banks approval number and date for acquiring/holding the shares.

(c)

13.

The price or consideration money to be paid.

14.

Manner in which payment for the shares to be transferred will be made -

(i)

By remittance from abroad

(i)

(ii)

Out of funds held in Non-resident (External) Account(s)/FCNR Account(s) with banks in India

(ii)

15.

Whether apart from the shares proposed to be acquired (vide item 11 above) the non-resident transferee/s already hold/s any shares in the company; if so, state :

(a)

Total number and face value of the shares held (Details of equity and preference shares should be given separately)

(a)

(b)

Percentage to total issued capital (equity and preference to be indicated separately) of the company.

(b)

(c)

The date when the shares were acquired.

(c)

(d)

Number and date of the Reserve Banks approval obtained for acquiring/holding the shares

(d)

16.

Whether a public financial institution/consortium is formulating a plan for rehabilitation/revival of the company. If so, give details.

17.

Whether a bank/public financial institution has classified the company as a sick unit. If so, state the basis giving the following details.

(a)

Losses made by the company during the last three years

(a)

Year

Amount of net loss

(b)

Market price of companys shares for last two years

(b)

Year

Highest

Lowest

18.

Any other information which the applicant might consider relevant.

……………………………………….

(Signature of Authorised Official)

Place: …………………

Stamp

Name: …….…………………………

Date: ………………….

Designation: …………………………