Shares issued to nri

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Mitesh Sanghavi (Querist)

23 January 2013 Respected Sir,

There is an on-going merger of our Listed Company with an Unlisted Company. In relation to this, the Unlisted Company has a NRI Shareholder and due to merger tht NRI is entitled to get shares of our company as per Share Exchange Ratio..
Kindly guide me on the procedure to issue shares to NRi Shareholder in this regard...

Regards.

Ajay Mishra

Ajay Mishra (Expert)

23 January 2013 Hi

I will suggest you to read Master Circular on FDI issued by RBI on every year in the month of July. It will help you.

Ajay Mishra

Ajay Mishra (Expert)

23 January 2013
Acquisition of shares under Scheme of Merger/Demerger/Amalgamation –

Mergers/demergers/ amalgamations of companies in India are usually governed by an order issued by a competent Court on the basis of the Scheme submitted by the companies undergoing merger/demerger/amalgamation. Once the scheme of merger or demerger or amalgamation of two or more Indian companies has been approved by a Court in India, the transferee company or new company is allowed to issue shares to the shareholders of the transferor company resident outside India, subject to the conditions that:
(i) the percentage of shareholding of persons resident outside India in the transferee or new company does not exceed the sectoral cap, and
(ii) the transferor company or the transferee or the new company is not engaged in activities which are prohibited under the FDI policy .

Mitesh Sanghavi

Mitesh Sanghavi (Querist)

23 January 2013 Respected Sir,

As per Sectoral Cap my company comes under 100% FDI CAP / Equity and Automatic Entry Route. I want to know whether my company have to file FC-GPR as the shares are going to be issued to NRI in relation with Scheme of Merger.
In Addition, during tht NRI's Initial investment in Unlisted company had filled FC-GPR and had taken necessary approval from RBI.

Ajay Mishra

Ajay Mishra (Expert)

23 January 2013 Hi

I think, no need to to file FC-GPR, because no flow of capital in India from outside. But i will suggest you to check the scheme of merger, what it says about that.

Mitesh Sanghavi

Mitesh Sanghavi (Querist)

23 January 2013 Respected Sir,

Thank you for your Advice....

Ajay Mishra

Ajay Mishra (Expert)

23 January 2013 My pleasure.............

Mitesh Sanghavi

Mitesh Sanghavi (Querist)

04 February 2013 Respected Sir,

Do i have to follow any procedure or fulfill nay requirement if I give dividend to such NRI who gets the shares of Listed company (Resulting Co.) as per Share Entitlement Ratio.

Ajay Mishra

Ajay Mishra (Expert)

04 February 2013 Hi

No, RTA and your Bnaker will resolve the matter of sending dividend to NRI.

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