Downstream Investment query

ARJUN RAJAGOPAL (7 Points)

28 June 2021  

Dear learned members,

Please give your view on reckoning Downstream Investment (DI) from the following scenario under FEMA NDI Rules, 2019.

A Ltd is a JV company having shareholding as follows:

B Ltd (Indian Company) : 50.07 % 

C Ltd (Foreign Company): 49.93% treated as FDI under FEMA and complied with FEMA.

Now A Ltd has made investment in D Ltd (Indian Company) for 100% shares.

As it is clear that since A Ltd is having foreign investment less than 50% held by C Ltd, then D Ltd would not be considered as having any indirect foreign investment through A Ltd.

Now my query is  B Ltd (Indian Company) is a 100% subsidiary of E Ltd (Foreign Company). Considering this scenario, whether investment by A Ltd in D Ltd will be considered as DI or not?