New Delhi, the 22nd August, 2022
G.S.R. 646(E).—In exercise of the powers conferred by sub-section (1) and clauses (aa) and (ab) of sub-section (2) of section 46 and sub-section (3) of section 47 of the Foreign Exchange Management Act, 1999 (42 of 1999) and in supersession of the Foreign Exchange Management (Transfer or Issue of Any Foreign Security) Regulations, 2004 and the Foreign Exchange Management (Acquisition and Transfer of Immovable Property Outside India) Regulations, 2015, except as respects things done or omitted to be done before such supersession, the Central Government hereby makes the following rules, namely:
- 1. Short title and commencement.– (1) These rules may be called the Foreign Exchange Management
(Overseas Investment) Rules, 2022
(2) They shall come into force on the date of their publication in the Official Gazette.
Definitions.– (1) In these rules, unless the context otherwise requires,–
(a) “Act” means the Foreign Exchange Management Act, 1999 (42 of 1999);
(b) “Authorised Dealer Category-I bank or “AD bank” means a person authorised as such under subsection (1) of section 10 of the Act and for the purposes of these rules, shall mean only the domestic
branches of such AD bank;
(c) “control” means the right to appoint majority of the directors or to control management or policy
decisions exercisable by a person or persons acting individually or in concert, directly or indirectly,
including by virtue of their shareholding or management rights or shareholders’ agreements or voting
agreements that entitle them to ten per cent. or more of voting rights or in any other manner in the
entity;
(d) “disinvestment” means partial or full extinguishment of right, title or possession of equity capital
acquired under these rules;
(e) “equity capital” means equity shares or perpetual capital or instruments that are irredeemable or
contribution to non-debt capital of a foreign entity in the nature of fully and compulsorily convertible
instruments;
(f)“ financial commitment” means the aggregate amount of investment made by a person resident in
India by way of Overseas Direct Investment, debt other than Overseas Portfolio Investment in a
foreign entity or entities in which the Overseas Direct Investment is made and shall include the non fund-based facilities extended by such person to or on behalf of such foreign entity or entities;
(g) “financial service regulator” means a financial service regulator established under any law in force in
India and include the Reserve Bank, the Securities and Exchange Board of India, the Insurance
Regulatory and Development Authority and the Pension Fund Regulatory and Development
Authority;
(h) “foreign entity” means an entity formed or registered or incorporated outside India, including
International Financial Services Centre that has limited liability:
Provided that the restriction of limited liability shall not apply to an entity with core activity in a
strategic sector;
(i) “host country” or “host jurisdiction” means the country or jurisdiction, including the International
Financial Services Centre, in which the foreign entity is formed, registered or incorporated, as the
case may be;
(j) “Indian entity” means–
(i) a company defined under the Companies Act, 2013 (18 of 2013);
(ii) a body corporate incorporated by any law for the time being in force;
(iii) a Limited Liability Partnership duly formed and incorporated under the Limited Liability Partnership
Act, 2008 (6 of 2009); and
(iv) a partnership firm registered under the Indian Partnership Act, 1932 ( 9 of 1932).
(k) “International Financial Services Centre” or “IFSC” shall have the same meaning as assigned to it in
clause (g) of section 3 of the International Financial Services Centres Authority Act, 2019 ( 50 of
2019);
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Notification : https://www.dropbox.com/s/dyg15l3odnw4l7d/238239.pdf?dl=0