Text read out of this file
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SECURITIES AND EXCHANGE BOARD OF INDIA
(FOREIGN VENTURE CAPITAL INVESTORS) REGULATIONS, 2000
CONTENTS
CHAPTER I: PRELIMINARY
1. Short title and commencement
2. Definitions
CHAPTER II: REGISTRATION OF FOREIGN VENTURE CAPITAL
INVESTORS
3. Application for grant of certificate
4. Eligibility Criteria
4A.Criteria for fit and proper person
5. Furnishing of information, clarification
6. Consideration of application
7. Procedure for grant of certificate
8. Conditions of certificate
9. Procedure where certificate is not granted
10. Effect of refusal to grant certificate
CHAPTER III: INVESTMENT CONDITIONS AND RESTRICTIONS
11. Investment Criteria for a Foreign Venture Capital Investor
CHAPTER IV: GENERAL OBLIGATIONS AND RESPONSIBILITIES
12. Maintenance of books and records
13. Power to call for information
14. General Obligations and Responsibilities
15. Appointment of designated bank
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CHAPTER V: INSPECTION AND INVESTIGATIONS
16. Board's right to inspect or investigate
17. Obligation of Foreign Venture Capital Investor on investigation or
inspection by Board
18. Submission of the Report
19. Board's right to issue any direction to Foreign Venture Capital Investor
CHAPTER VI: PROCEDURE FOR ACTION IN CASE OF DEFAULT
20. Board's right to suspend or cancel certificate of registration
21. Suspension of certificate
22. Cancellation of certificate
23. Manner of making order of cancellation or suspension
[24.Omitted by the Securities (Procedure for Holding Enquiry by Enquiry
Officer and Imposing Penalty) Regulations, 2002
25. Omitted by the Securities (Procedure for Holding Enquiry by Enquiry
Officer and Imposing Penalty) Regulations, 2002
26. Omitted by the Securities (Procedure for Holding Enquiry by Enquiry
Officer and Imposing Penalty) Regulations, 2002
27. Omitted by the Securities (Procedure for Holding Enquiry by Enquiry
Officer and Imposing Penalty) Regulations, 2002]
28. Action against intermediary
29. Appeal to Securities Appellate Tribunal
FIRST SCHEDULE: FORMS
FORM A: APPLICATION FORM FOR GRANT OF CERTIFICATE OF
REGISTRATION AS FOREIGN VENTURE CAPITAL INVESTOR
FORM B: CERTIFICATE OF REGISTRATION AS FOREIGN VENTURE
CAPITAL INVESTOR
SECOND SCHEDULE: FEES
THIRD SCHEDULE: NEGATIVE LIST
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THE GAZETTE OF INDIA
EXTRA ORDINARY
PART II SECTION 3 SUB-SECTION (ii)
PUBLISHED BY AUTHORITY
MUMBAI
THE 15th DAY OF SEPTEMBER, 2000
NOTIFICATION
SECURITIES AND EXCHANGE BOARD OF INDIA
(FOREIGN VENTURE CAPITAL INVESTORS) REGULATIONS, 2000
S.O. 832 (E). 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
namely:-
CHAPTER I
PRELIMINARY
Short title and commencement.
1. (1) These regulations may be called the Securities and Exchange Board of
India (Foreign Venture Capital Investor) Regulations, 2000.
(2) They shall come into force on the date of their publication in the Official
Gazette.
Definitions.
2. (1) In these regulations, unless the context otherwise requires,─
(a) "Act" means the Securities and Exchange Board of India Act, 1992 (15
of 1992);
(b) "certificate" means a certificate of registration granted by the Board
under regulation 7;
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(c)
"designated bank" means any bank in India which has been permitted by
the Reserve Bank of India to act as banker to the Foreign Venture
Capital Investor;
(d) "domestic custodian" means a person registered under the Securities
and Exchange Board of India (Custodian of Securities) Regulations,
1996;
1[(e) 2[* * *]
(ee) "Inspection or Investigation Officer" means an officer appointed by the
Board, under regulation 16;]
(f) "equity linked instruments" includes instruments convertible into equity
share or share warrants, preference shares, debentures compulsorily;
3[or optionally] convertible into equity;]
4[(g) "foreign venture capital investor" means an investor incorporated and
established outside India, is registered under these Regulations and
proposes to make investment in accordance with these Regulations;]
(h) "form" means any of the forms set out in the First Schedule;
(i)
"investible funds" means the fund committed for investments in India net
of expenditure for administration and management of the fund;
(j)
"negative list" means a list of items as specified in Third Schedule;
(k) "Schedule" means a schedule annexed to these regulations;
(l)
"Venture Capital Fund" means a Fund established in the form of a Trust,
a company including a body corporate and registered under Securities
1 Clauses (e) and (ee) substituted for clause (e) by the SEBI (Foreign Venture Capital Investors)
(Amendment) Regulations, 2001, w.e.f. 07-6-2001.
2 Omitted by the SEBI (Foreign Venture Capital Investors) (Amendment) Regulations, 2004,
w.e.f. 27-9-2002. Earlier clause (e) as amended by the SEBI (Foreign Venture Capital
Investors) (Amendment) Regulations, 2001, w.e.f. 7-6-2001, read as under:
‘(e) “enquiry or investigating officer" means an enquiry or investigating officer appointed by
the Board, under regulation 16.’
3 Inserted by the SEBI (Foreign Venture Capital Investors) (Amendment) Regulations, 2004,
w.e.f. 5-4-2004.
4 Substituted, ibid. Prior to its substitution, it read as under:
‘(g) ”Foreign venture capital Investor” means an investor incorporated, established outside
India, which proposes to make investment in venture capital fund(s) or venture capital
undertakings in India and is registered under these Regulations.’
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and Exchange Board of India (Venture Capital Fund) Regulations, 1996,
which
(i) has a dedicated pool of capital;
(ii) raised in the manner specified under the Regulations; and
(iii) invests 1[* * *] in accordance with the Regulations;
(m) "venture capital undertaking" means a domestic company:─
(i) whose shares are not listed in a recognised stock exchange in India;
(ii) which is engaged in the business of providing services, production or
manufacture of articles or things, but does not include such activities
or sectors which are specified in the negative list by the Board, with
approval of Central Government, by notification in the Official Gazette
in this behalf."
(2) Words and expressions used and not defined in these regulations but defined
in the Act or Securities and Exchange Board of India (Venture Capital Funds)
Regulations, 1996 shall have the same meaning as are respectively assigned to
them in the Act or the said regulations.
CHAPTER II
REGISTRATION OF FOREIGN VENTURE CAPITAL INVESTORS
Application for grant of certificate.
3. For the purposes of seeking registration under these regulations, the applicant
shall make an application to the Board in Form A along with the application fee
as specified in Part A of the Second Schedule to be paid in the manner specified
in Part B thereof.
Eligibility Criteria.
4. (1) For the purpose of the grant of a certificate to an applicant as a Foreign
Venture Capital Investor, the Board shall consider the following conditions for
eligibility, namely:-
1 The words ”in venture capital undertaking” omitted by the SEBI (Foreign Venture Capital
Investors) (Amendment) Regulations, 2004, w.e.f. 5-04-2004.
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(a) the
applicants
track
record,
professional
competence,
financial
soundness, experience, general reputation of fairness and integrity.
(b) Whether the applicant has been granted necessary approval by the
Reserve Bank of India for making investments in India; 1[* * *]
(c) whether the applicant is an investment company, investment trust,
investment partnership, pension fund, mutual fund, endowment fund,
university fund, charitable institution or any other entity incorporated
outside India; or
(d) whether the applicant is an asset management company, investment
manager or investment management company or any other investment
vehicle incorporated outside India; 2[* * *]
(e) whether the applicant is authorised to invest in venture capital fund or
carry on activity as a 3[foreign venture capital investors]; 4[* * *]
(f) whether the applicant is regulated by an appropriate foreign regulatory
authority or is an income tax payer; or submits a certificate from its banker
of its or its promoter’s track record where the applicant is neither a
regulated entity nor an income tax payer.
(g) the applicant has not been refused a certificate by the Board.
(h) whether the applicant is a fit and proper person.
5[Criteria for fit and proper person].
4A. For the purposes of determining whether an applicant or the foreign venture
capital investor is a fit and proper person the Board may take into account the
1 Word "or" omitted by the SEBI (Foreign Venture Capital Investors) (Amendment) Regulations,
2001, w.e.f. 7-6-2001.
2 Word "or" omitted, ibid.
3 Substituted for “venture capital fund”, ibid.
4 Word "or" omitted, ibid.
5 Substituted by the (Intermediaries) Regulations, 2008, w.e.f. 26-5-2008. Prior to its substitution,
regulation 4A as inserted by the SEBI (Criteria for Fit and Proper Person) Regulations, 2004,
w.e.f. 10-3-2004, read as under:
“4A. Applicability of the Securities and Exchange Board of India (Criteria for Fit and
Proper Person) Regulations, 2004.─The provisions of the Securities and Exchange Board of
India (Criteria for fit and proper person) Regulations, 2004 shall, as for as may be, apply to all
applicants or the foreign venture capital investors under these regulations.”
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criteria specified in Schedule II of the Securities and Exchange Board of India
(Intermediaries) Regulations, 2008.]
Furnishing of information, clarification.
5. The Board may require the applicant to furnish such further information as it
may consider necessary.
Consideration of application
6. An application which is not complete in all respects shall be rejected by the
Board:
Provided that, before rejecting any such application, the applicant shall be
given an opportunity to remove, within thirty days of the date of receipt of
communication, the objections indicated by the Board.
Provided further that the Board may, on being satisfied that it is necessary to
extend the period specified above may extend such period not beyond ninety
days.
Procedure for grant of certificate.
7. (1) If the Board is satisfied that the applicant is eligible for the grant of
certificate, it shall send an intimation to the applicant.
(2) On receipt of intimation, the applicant shall pay to the Board, the registration
fee specified in Part A of the Second Schedule in the manner specified in Part B
thereof.
(3) The Board shall on receipt of the registration fee grant a certificate of
registration in Form B.
Conditions of certificate.
8. The certificate granted to the foreign venture capital 1[investor] under
regulation 7 shall be inter alia, subject to the following conditions, namely:-
1 Substituted for "fund" by the SEBI (Foreign Venture Capital Investors) (Amendment)
Regulations, 2001, w.e.f. 7-6-2001.
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(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.
(d) it shall forthwith inform the Board in writing if any information or particulars
previously submitted to the Board are found to be false or misleading in
any material particular or if there is any change in the information already
submitted.
Procedure where certificate is not granted.
9. (1) On considering an application made under regulation 3, if the Board is of
the opinion that a certificate should not be granted, it may reject the application
after giving the applicant a reasonable opportunity of being heard.
(2) The decision of the Board to reject the application shall be communicated to
the applicant.
Effect of refusal to grant certificate.
10. Any applicant whose application has been rejected under regulation 9 shall
not carry on any activity as a Foreign Venture Capital Investor.
CHAPTER III
INVESTMENT CONDITIONS AND RESTRICTIONS
Investment Criteria for a Foreign Venture Capital Investor.
11. All investments to be made by a foreign venture capital investors shall be
subject to the following conditions:-
(a) it shall disclose to the Board its investment strategy.
(b) 1[* * *] it can invest its total funds committed in one 1[foreign venture
capital investor] 2[* * *].
1 Word “while” omitted by the SEBI (Foreign Venture capital Investors) (Amendment)
Regulations, 2004, w.e.f. 5-4-2004.
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(c) it shall make investments 3[* * *] as enumerated below:
(i) at least 4[66.67%] of the investible funds shall be invested in unlisted
equity shares or equity linked instruments 5[of Venture Capital
Undertaking];
(ii) not more than 6[33.33%] of the investible funds may be invested by
way of:
(a) subscription to initial public offer of a venture capital undertaking
whose shares are proposed to be listed 7[* * *];
(b) debt or debt instrument of a venture capital undertaking in which
the 8[foreign venture capital investor] has already made an
investment by way of equity;
9[(c) preferential allotment of equity shares of a listed company subject
to lock in period of one year.
Explanation 1.─For the purposes of these regulations, a
financially weak company” means a company, which has at the
end of the previous financial year accumulated losses, which has
resulted in erosion of more than 50% but less than 100% of its
networth as at the beginning of the previous financial year;
(d) it shall disclose the duration of life cycle of the fund;
(e) special purpose vehicles which are created for the purpose of
facilitating or promoting investment in accordance with these
Regulations.
1 Substituted for “Venture capital fund” by the SEBI (Foreign Venture Capital Investors)
(Amendment) Regulations, 2001, w.e.f. 7-6-2001.
2 Words “it shall however not invest more than 25% of the funds committed for investments to
India in one Venture Capital Undertaking” omitted by the SEBI (Foreign Venture Capital
Investors) (Amendment) Regulations, 2004, w.e.f. 5-4-2004.
3 Words “in the Venture Capital Undertaking” omitted, ibid.
4 Substituted for “75%”, ibid.
5 Inserted, ibid.
6 Substituted for “25%”, ibid.
7 Words “subject to lock-in period of one year” omitted, ibid.
8 Substituted for “Venture capital fund” by the SEBI (Foreign Venture Capital Investors)
(Amendment) Regulations, 2001, w.e.f. 7-6-2001.
9 Inserted by the SEBI (Foreign Venture Capital Investors) (Amendment) Regulations, 2004,
w.e.f. 5-4-2004.
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Explanation.─The
investment
conditions
and
restrictions
stipulated in clause (c) of regulation 11 shall be achieved by the
Foreign Venture Capital Investor by the end of its life cycle.]
CHAPTER IV
GENERAL OBLIGATIONS AND RESPONSIBILITIES
Maintenance of books and records.
12. (1) Every Foreign Venture Capital Investor shall maintain for a period of eight
years, books of accounts, records and documents which shall give a true and fair
picture of the state of affairs of the Foreign Venture Capital Investor.
(2) Every Foreign Venture Capital Investor shall intimate to the Board, in writing,
the place where the books, records and documents referred to in sub-regulation
(1) are being maintained.
Power to call for information.
13. (1) The Board may at any time call for any information from a Foreign
Venture Capital Investor with respect to any matter relating to its activity as a
Foreign Venture Capital Investor.
(2) Where any information is called for under sub-regulation (1) it shall be
furnished within the time specified by the Board.
General Obligations and Responsibilities.
14. (1) Foreign Venture Capital Investor or a global custodian acting on behalf of
the foreign venture capital investor shall enter into an agreement with the
domestic custodian to act as a custodian of securities for Foreign Venture Capital
Investor.
(2) Foreign Venture Capital Investor shall ensure that domestic custodian takes
steps 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.
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Appointment of designated bank.
15. Foreign Venture Capital Investor shall appoint a branch of a bank approved
by Reserve Bank of India as designated bank for opening of foreign currency
denominated accounts or special non-resident rupee account.
CHAPTER V
INSPECTION AND INVESTIGATIONS
Board's right to inspect or investigate.
16. The Board may, suo-moto or upon receipt of information or complaint, cause
an inspection or investigation to be made in respect of conduct and affairs of any
foreign venture capital investor by an Officer whom the Board considers fit for
any of the following reasons namely:-
(a) to ensure that the books of account, records and documents are being
maintained by the foreign venture capital investor in the manner specified
in these regulations.
(b) to inspect or investigate into complaints received from investors, clients or
any other person, on any matter having a bearing on the activities of the
foreign venture capital investor;
(c) to ascertain whether the provisions of the Act and these regulations are
being complied with by the foreign venture capital investor; and
(d) to inspect or investigate suo-moto into the affairs of a foreign venture
capital investor in the interest of the securities market or in the interest of
investors.
Obligation of Foreign Venture Capital Investor on investigation or
inspection by Board.
17. (1) It shall be the duty of every Foreign Venture Capital Investor in respect of
whom an inspection or investigation has been ordered under regulation 16 and
any other person associated who is in possession of relevant information
pertaining to conduct and affairs of such Foreign Venture Capital Investor
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including asset management company or fund manager, to produce to the
Inspecting or Investigating Officer such books, accounts and other documents in
his custody or control and furnish him with such statements and information as
the said Officer may require for the purposes of the inspection or investigation.
(2) It shall be the duty of Foreign Venture Capital Investor and any other person
associated who is in possession of relevant information pertaining to conduct and
affairs of the Foreign Venture Capital Investor to give to the Inspecting or
Investigating Officer all such assistance and shall extend all such co-operation as
may be required in connection with the inspections or investigations and shall
furnish such information sought by the Inspecting or Investigating Officer in
connection with the inspections or investigations.
(3) The Inspecting or Investigating Officer shall, for the purposes of inspection or
investigation, have power to examine on oath and record the statement of any
person responsible for or connected with activities of Foreign Venture Capital
Investor or any other person associated having relevant information pertaining to
such Foreign Venture Capital Investor.
(4) The Inspecting or Investigating Officer shall, for the purposes of inspection or
investigation, have power to get authenticated copies of documents, books,
accounts of Foreign Venture Capital Investor, from any person having control or
custody of such documents, books or accounts.
Submission of the Report.
18. The Inspecting or Investigating Officer shall on completion of inspection or
investigations, submit a report to the Board.
Board's right to issue any direction to Foreign Venture Capital Investor.
19. The Board may after consideration of the inspection or investigation report
and after giving a reasonable opportunity of hearing to the Foreign Venture
Capital Investor, require it to take such measure or issue such directions as it
deems fit in the interest of capital market and investors, including directions in the
nature of: -
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(a) requiring the person concerned to dispose of the securities or disinvest in
a manner as may be specified in the directions;
(b) requiring the person concerned not to further invest for a particular period;
(c) prohibiting the person concerned from operating in the capital market in
India for a specified period.
CHAPTER VI
PROCEDURE FOR ACTION IN CASE OF DEFAULT
Board's right to suspend or cancel certificate of registration.
20. Without prejudice to the appropriate directions or measures under regulation
19, it may after consideration of the investigation report, initiate action for
suspension or cancellation of the registration of such Foreign Venture Capital
Investor:
Provided that no such certificate of registration shall be suspended or
cancelled unless the procedure specified in regulation 23 is complied with.
Suspension of certificate.
21. The Board may suspend the certificate where the Foreign Venture Capital
Investor:
(a) contravenes any of the provisions of the Act or these regulations;
(b) fails to furnish any information relating to its activity as a Foreign Venture
Capital Investor as required by the Board;
(c) furnishes to the Board information which is false or misleading in any
material particular;
(d) does not submit periodic returns or reports as required by the Board;
(e) does not co-operate in any enquiry or inspection conducted by the Board;
Cancellation of certificate.
22. The Board may cancel the certificate granted to a Foreign Venture Capital
Investor: -
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(a) when the Foreign Venture Capital Investor is guilty of fraud or has been
convicted of an offence involving moral turpitude;
Explanation.─The expression "fraud" has the same meaning as is
assigned to it in section 17 of the Indian Contract Act, 1872. (9 of 1872);
(b) the Foreign Venture Capital Investor has been guilty of repeated defaults
of the nature mentioned in the regulation 21; or
(c) Foreign Venture Capital Investor does not continue to meet the eligibility
criteria laid down in these regulations;
(d) contravenes any of the provisions of the Act or these regulations.
Manner of making order of cancellation or suspension.
23. No order of penalty or cancellation of certificate shall be imposed on the
Foreign Venture Capital Investor except after holding an enquiry in accordance
with the procedure specified in 1[Chapter V of the Securities and Exchange
Board of India (Intermediaries) Regulations, 2008].
24 to 27. 2[* * *]
1 Substituted for the Securities and Exchange Board of India (Procedure for Holding Enquiry by
Enquiry Officer and Imposing Penalty) Regulations, 2002” by the SEBI (Intermediaries)
Regulations, 2008, w.e.f. 26-5-2008. Earlier it was amended by the SEBI (Procedure for
Holding Enquiry by Enquiry Officer and Imposing Penalty) Regulations, 2002, w.e.f. 27-9-2002.
2 Regulations 24 to 27 omitted by the SEBI (Procedure for Holding Enquiry by Enquiry Officer
and Imposing Penalty) Regulations, 2002, w.e.f. 27-9-2002. Prior to its omission, it read as
under:
“24. Manner of holding enquiry before suspension or cancellation.─(1) For the purpose of
holding an enquiry under regulation 23, the Board may appoint one or more enquiry officers.
(2) The enquiry officer shall issue to the Foreign Venture Capital Investors, at its registered
office or its principal place of business or its agent or representative in India, a notice setting
out the grounds on which action is proposed to be taken against it and calling upon it to show
cause against such action within a period of fourteen days from the date of receipt of the notice.
(3) The Foreign Venture Capital Investor may, within fourteen days from the date of receipt of
such notice, furnish to the enquiry officer a written reply, together with copies of documentary or
other evidence relied on by it or sought by the Board from the Foreign Venture Capital Investor.
(4) The enquiry officer shall give a reasonable opportunity of hearing to the Foreign Venture
Capital Investor to enable him to make submissions in support of its reply made under sub-
regulation (3).
(5) Before the enquiry officer, the Foreign Venture Capital Investor may appear through any
person duly authorised by the Foreign Venture Capital Investor:
Provided that no lawyer or advocate shall be permitted to represent the Foreign Venture
Capital Investors at the enquiry:
Page 15 of 21
Action against intermediary.
28. The Board may initiate action for suspension or cancellation of registration of
an intermediary holding a certificate of registration under section 12 of the Act
who fails to exercise due diligence in the performance of its functions or fails to
comply with its obligations under these regulations:
Provided that no such certificate of registration shall be suspended or
cancelled unless the procedure specified in the regulations applicable to such
intermediary is complied with.
Provided further that where a lawyer or an advocate has been appointed by the Board as a
presenting officer under sub-regulation (6), it shall be lawful for the Foreign Venture Capital
Investor to present its case through a lawyer or advocate.
(6) The enquiry officer may, if he considers it necessary, ask the Board to appoint a presenting
officer to present its case.
(7) The enquiry officer shall, after taking into account all relevant facts and submissions made
by the Foreign Venture Capital Investor, submit a report to the Board and recommend the penal
action, if any, to be taken against the Foreign Venture Capital Investor as also the grounds on
which the proposed action is justified.
25. Show-cause notice and order.─(1) On receipt of the report from the enquiry officer,
the Board shall consider the same and may issue to the Foreign Venture Capital Investor a
show-cause notice as to why the penal action as proposed by the enquiry officer or such
appropriate action should not be taken against it.
(2) The Foreign Venture Capital Investor shall, within fourteen days of the date of the receipt of
the show-cause notice, send a reply to the Board.
(3) The Board, after considering the reply, if any, of the Foreign Venture Capital Investor, shall,
as soon as possible pass such order as it deems fit.
26. Effect of suspension and cancellation of certificate.─(1) On and from the date of the
suspension of the certificate, the Foreign Venture Capital Investor shall cease to carry on any
activity as a Foreign Venture Capital Investor during the period of suspension, and shall be
subject to such directions of the Board with regard to any records, documents or securities that
may be in its custody or control, relating to its activities as Foreign Venture Capital Investor, as
the Board may specify.
(2) On and from the date of cancellation of the certificate, the Foreign Venture Capital Investor
shall, with immediate effect, cease to carry on any activity as a Foreign Venture Capital
Investor, and shall be subject to such directions of the Board with regard to the transfer of
records, documents or securities that may be in its custody or control, relating to its activities as
Foreign Venture Capital Investor, as the Board may specify.
27. Publication of order of suspension or cancellation.─The order of suspension or
cancellation of certificate passed under regulation 25 may be published by the Board in two
newspapers.”
Page 16 of 21
Appeal to 1[Securities Appellate Tribunal].
29. Any person aggrieved by an order of the Board under these regulations may
prefer an appeal to the Securities Appellate Tribunal in accordance with section
15T of the Act.
FIRST SCHEDULE
FORMS
FORM A
SECURITIES AND EXCHANGE BOARD OF INDIA
(FOREIGN VENTURE CAPITAL INVESTORS) REGULATIONS, 2000
[See Regulation 3]
APPLICATION FORM FOR GRANT OF CERTIFICATE OF REGISTRATION AS
FOREIGN VENTURE CAPITAL INVESTOR WITH THE SECURITIES AND
EXCHANGE BOARD OF INDIA
SECURITIES AND EXCHANGE BOARD OF INDIA
Mittal Court `B' Wing, 1st Floor
Nariman Point, Bombay - 400 021, INDIA
1. Name, address, telephone no., telex no. and fax no. of the applicant. In case
the applicant has a representative office in India, the particulars may also be
given for that office.
2. Please indicate whether the applicant belongs to any one or more of the
following categories:
Pension Fund, Mutual Fund, Investment Trust, Investment company, Investment
trust, Investment partnership, Asset Management Company, Investment
manager, Investment Management Company, Endowment fund, University fund,
1 Substituted for “Securities and Exchange Board of India” by the SEBI (Foreign Venture Capital
Investors) (Amendment) Regulations, 2001, w.e.f. 7-6-2001.
Page 17 of 21
Charitable institutions or any other investment vehicle incorporated and
established outside India
3. (a) The date and place of incorporation of the applicant. (Details of statute
under which incorporated).
(b) Brief description of the principal activities of the applicant and the year of
commencement of such activities.
(c) Brief description of the group, if any, to which the applicant belongs.
4. Whether any of the following documents are submitted?
i. Copy of certificate of registration with home regulator; or
ii. Copy of income tax return filed in the home country; or
iii. Copy of bankers certificate fair track record of the applicant
5. Please also state 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 affiliate may have been
subjected to economic, or criminal liability or suspended from carrying out its
operations, or the registration has been revoked, temporarily or permanently. If
no, submit an undertaking.
6. Please indicate the names of the clients on whose behalf you propose to
invest in India.
7. Please indicate the manner in which you propose to conduct your investments
in India i.e. whether through an establishment in India or through any other office
outside India. Please give details, and also the name of the contact
person/compliance officer.
8. Name and address of the designated bank branch in India through whom
investment is proposed to be made.
9. a) Name, address, telephone no., telex no., and fax no. of the domestic
custodian. Please also present the background information on the custodian,
including volume of business handled, organisational infrastructure and the
number of investment companies for which the domestic custodian is acting, or
has acted, as custodian.
b) Particulars of the agreement entered into with the domestic custodian.
Page 18 of 21
We hereby agree and declare that the information supplied in the application,
including the attachment sheets, is complete and true.
And we further agree that we will immediately notify the Securities and Exchange
Board of India of any change in the information provided in the application.
We further agree that we shall comply with the provisions of the Act, and
regulations issued thereunder and all other relevant laws.
We further agree that as a condition of grant of certificate of registration, we shall
abide by such operational instructions/ directives as may be issued by Securities
and Exchange Board of India under the provisions of the Act from time to time.
1[10. Please furnish firm commitment letter(s) from your investors for contribution
of an amount aggregating to at least US$ 1 million.
11. Please furnish copies of your financial statements as well as those of your
investors’ who have provided firm commitment letter(s), for the financial year
preceding the one during which this application is being made.
12. Please furnish name, address, contact number and the e-mail address of all
your directors.
13. Please furnish name, address, contact number and the e-mail address of all
your investor(s) who have provided firm commitment letter(s) required to be
furnished under paragraph 10 of this Form.]
For and on behalf of_______________________________________
(Name of the applicant)
Authorised Signatory ___________________ ___________________
(Name) (Signature)
Date:
Place:
1 Inserted by the SEBI (Foreign Venture Capital Investors) (Amendment) Regulations, 2010,
w.e.f. 21-12-2010.
Page 19 of 21
Note:
1. Securities and Exchange Board of India (SEBI) reserves the right to call for
any further information from the applicant regarding his application.
2. Applications, superscribed "Application for Registration of Foreign Venture
Capital Investors ", should be submitted in duplicate, in sealed envelopes, at
Securities and Exchange Board of India's office.
Documents to be enclosed with the application:
a. Documents to support registration or regulation by a Securities Commission
and/or
Self
Regulatory
Organisation,
or
any
other
appropriate
regulatory/registering authority or
b. Copy of income tax return filed in the home country; or
c. Copy of bankers certificate for fair track record of the applicant
FORM B
SECURITIES AND EXCHANGE BOARD OF INDIA
(FOREIGN VENTURE CAPITAL INVESTORS) REGULATIONS, 2000
[See Regulation 7(3)]
Certificate of Registration as Foreign Venture
Capital Investor
I. In exercise of the powers conferred by sub-section (1) of section 12 of the
Securities and Exchange Board of India Act, 1992, (15 of 1992) 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 of the foreign venture capital 1[investor] is IN/FVCI/ /
Date:
Place: MUMBAI
1 Substituted for “fund” by the SEBI (Foreign Venture Capital Investors) (Amendment)
Regulations, 2001, w.e.f. 7-6-2001.
Page 20 of 21
By order
Sd/-
For and on behalf of
SECURITIES AND EXCHANGE BOARD OF INDIA
SECOND SCHEDULE
SECURITIES AND EXCHANGE BOARD OF INDIA
(FOREIGN VENTURE CAPITAL INVESTOR) REGULATIONS, 2000
[See Regulations 3 and 7(2)]
FEES
1[PART A
Amount to be paid as fees
Application fee (US$) 2,500
Registration fee
(US $) 10,000]
PART B
I. The fees specified above shall be payable by bank draft in favour of "The
Securities and Exchange Board of India" payable at Mumbai.
THIRD SCHEDULE
SECURITIES AND EXCHANGE BOARD OF INDIA
(FOREIGN VENTURE CAPITAL INVESTOR) REGULATIONS, 2000
1 Substituted by the SEBI (Payment of Fees) (Amendment) Regulations, 2009, w.e.f. 1-7-2009.
Prior to its substitution, Part A, as substituted by the SEBI (Foreign Venture Capital Investors)
(Amendment) Regulations, 2006, w.e.f. 4-9-2006, read as under:
“PART A
AMOUNT TO BE PAID AS FEES
____________________________________________________________________________
Application fee (US$) 5, 000/-
Registration fee (US$) 20,000/-
____________________________________________________________________________
Page 21 of 21
[See Regulation 2 (j)]
NEGATIVE LIST
1. 1[* * *]
2. Non-banking financial services 29 2[excluding those Non – Banking Financial
companies which are registered with Reserve Bank of India and have been
categorized as Equipment Leasing or Hire Purchase companies.
3. Gold financing 30 3[excluding those companies which are engaged in gold
financing for jewellery].
4. Activities not permitted under the Industrial Policy of Government of India.
5. Any other activity which may be specified by the Board in consultation with
the Government of India from time to time.
1 Words “Real Estate” omitted by the SEBI (Foreign Venture Capital Investors) (Amendment)
Regulations, 2004, w.e.f. 5-4-2004.
2 Inserted, ibid.
3 Inserted, ibid.