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External Commercial Borrowings ADR/ GDR FCCB Hedging of Foreign Exchange Manish Tyagi Ernst & Young.

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Presentation on theme: "External Commercial Borrowings ADR/ GDR FCCB Hedging of Foreign Exchange Manish Tyagi Ernst & Young."— Presentation transcript:

1 External Commercial Borrowings ADR/ GDR FCCB Hedging of Foreign Exchange Manish Tyagi Ernst & Young

2 External Commercial Borrowings (ECB) and Trade Credits

3 Manish Tyagi Ernst & Young Page 2 Agenda External Commercial Borrowings Structured obligations Take out Finance Trade credits ADR/ GDRs/ FCCBs Forex Hedging

4 Manish Tyagi Ernst & Young Page 3 Concept ECB refer to cross border commercial loans (bank loans, buyers credit, suppliers credit, securitized instruments) availed by permitted eligible borrowers from permitted non- resident lenders with minimum average maturity of 3 years.

5 Manish Tyagi Ernst & Young Page 4 Route for availing ECB Automatic Route i.e. no Reserve Bank of India (RBI) approval is required (however registration is required) Approval Route i.e. RBI approval is required. ECB for investment in industrial sector, infrastructure sector and specified service sectors such as Hotel, Hospital and Software sector is included under Automatic Route.

6 Manish Tyagi Ernst & Young Page 5 Automatic Route

7 Manish Tyagi Ernst & Young Page 6 Eligible Borrowers Corporates including those in hotel, hospital, sofware, Infrastructure Finance Companies registered under the Companies Act. SEZ units – for their own requirement. Cannot transfer or onlend ECB funds to sister concerns or DTA units NGOs engaged in microfinance activity – subject to satisfying the requirements specified by RBI

8 Manish Tyagi Ernst & Young Page 7 Eligible Borrowers Entities that are excluded: financial intermediaries such as banks, financial institutions (FIs), housing finance companies and NBFCs. Individual, Trusts and Non Profit making organizations

9 Manish Tyagi Ernst & Young Page 8 Eligible Lenders International Recognized Sources: International Banks International Capital Markets Multilateral Financial Institutions(such as IFC, ADB, CDC etc.) Export Credit Agencies Suppliers of Equipment Foreign Collaborator Foreign Equity Holder (other than OCB)

10 Manish Tyagi Ernst & Young Page 9 Eligible Lenders Foreign Equity Holder require minimum paid up equity in the borrower company: ECB upto 5 Million – 25% held directly by the Lender ECB more than 5 Million – 25% held directly by the lender and debt equity ration not exceeding 4:1

11 Manish Tyagi Ernst & Young Page 10 Amount EntityMaximum amount of ECB per financial year CorporatesUSD 500 Million Corporates in hotel, hospital and software service sector USD 100 Million NGOs in Microfinance activityUSD 5 Million Infrastructure Finance Companies 50% of their Owned funds

12 Manish Tyagi Ernst & Young Page 11 Maturity AmountMinimum Average Maturity USD 20 Million3 year > USD 20 Million up to USD 500 Million 5 years ECB upto USD 20 million can have call/put option provided minimum average maturity is complied with

13 Manish Tyagi Ernst & Young Page 12 Minimum Average Maturity

14 Manish Tyagi Ernst & Young Page 13 All-in-cost Ceilings Average Maturity PeriodAll in Cost ceiling over 6 months LIBOR* 3 years upto 5 years300 basis points More than 5 years500 basis points * For the respective currency of borrowing or applicable benchmark

15 Manish Tyagi Ernst & Young Page 14 All-in-cost Ceilings IncludedExcluded Rate of Interest, other fee and expenses in foreign currency Commitment fee, pre-payment fee, fee payable in Indian currency, withholding taxes

16 Manish Tyagi Ernst & Young Page 15 Permitted End-use For investment such as import of capital goods, new projects, modernization/ expansion of existing production units) in real sector - industrial sector including small and medium enterprises (SME) and infrastructure sector and specific service sector in India. Infrastructure sector is defined as (i) power, (ii) telecommunications, (iii) railways, (iv) road including bridges, (v) sea port and airports, (vi) industrial parks and (vii) urban infrastructure (water supply, sanitation and sewage projects). ODI in JV/WOS abroad

17 Manish Tyagi Ernst & Young Page 16 Permitted End-use First stage acquisition of shares in the disinvestment process and also in the mandatory second stage offer under GOIs disinvestment program Payment for spectrum Allocation. For lending to self help groups or for micro credit by NGOs IFCs can avail ECBs equivalent to 50 per cent of their owned funds for on-lending to the infrastructure sector as defined under the ECB policy,.

18 Manish Tyagi Ernst & Young Page 17 Prohibited End-use Working capital General corporate purpose Repayment of existing Rupee loans On lending Investment in capital market or acquiring a company in India( including investment in SPV or Money Market Mutual Funds) Real Estate

19 Manish Tyagi Ernst & Young Page 18 Guarantees / Security Guarantee Issuance of guarantee, standby letter of credit, letter of undertaking or letter of comfort by banks, Financial Institutions and Non-Banking Financial Companies (NBFCs) from India relating to ECB is not permitted. Security The choice of security to be provided to the lender is left to the borrower. However, creation of charge over immoveable assets and financial securities - can be done only after obtaining no objection from Authorized Dealer bank. Incase of enforcement – property will be transferred only to person resident in India.

20 Manish Tyagi Ernst & Young Page 19 Guarantees / Security Pledge of shares by promoters, domestic associate companies of the borrower Corporate Guarantee Personal Guarantee possible only after obtaining no objection from AD bank.

21 Manish Tyagi Ernst & Young Page 20 Prepayment & Refinancing Prepayment Up to USD 500 million - subject to compliance with the minimum average maturity as applicable to the Loan. Refinancing Possible with the fresh ECB subject to the condition that the fresh ECB is raised at a lower all-in-cost ceiling and outstanding maturity of the original ECB is maintained.

22 Manish Tyagi Ernst & Young Page 21 Parking of ECB Proceeds Overseas Borrowers are permitted to either keep ECB proceeds either overseas or to remit these funds to India, pending utilization for permissible end-uses. ECB proceeds parked overseas can be invested in the following liquid assets (a) Deposits or Certificate of Deposit; (b) Treasury bills and other monetary instruments of one year maturity ; (c) Deposits with overseas branches / subsidiaries of Indian banks abroad.

23 Manish Tyagi Ernst & Young Page 22 Parking of ECB Proceeds Overseas The funds should be invested in such a manner that the investments can be liquidated as and when funds are required in India.

24 Manish Tyagi Ernst & Young Page 23 Conversion of ECB into Equity Conversion of ECB into equity is permitted subject to the following conditions: The activity of the company is covered under the Automatic Route for FDI or FIPB approval for foreign equity participation has been obtained by the company, whichever applicable, The foreign equity holding after such conversion of debt into equity is within the sectoral cap, if any, Pricing of shares is as per the SEBI and RBI guidelines as may be applicable for listed / unlisted companies.

25 Manish Tyagi Ernst & Young Page 24 Conversion of ECB into Equity Full conversion Form FC-GPR with the Regional Office concerned of the RBI along and form ECB-2 submitted to DSIR RBI within seven working days from the close of month to which it relates. The words "ECB wholly converted to equity" should be clearly indicated on top of the ECB-2 form. Once reported, filing of ECB-2 in the subsequent months is not necessary.

26 Manish Tyagi Ernst & Young Page 25 Conversion of ECB into Equity Partial Conversion Converted portion of ECB should be reported in form FC-GPR to the Regional Office concerned and form ECB-2 clearly differentiating the converted portion from the unconverted portion. The words "ECB partially converted to equity" should be indicated on top of the ECB-2 form. In subsequent months, the outstanding portion of ECB should be reported in ECB-2 form to DSIM.

27 Manish Tyagi Ernst & Young Page 26 Approval Route

28 Manish Tyagi Ernst & Young Page 27 Eligible Borrowers Financial institutions dealing exclusively with infrastructure or export finance such as IDFC, IL&FS, Power Finance Corporation, Power Trading Corporation, IRCON and EXIM Bank on case to case basis. Banks and financial institutions which had participated in the textile or steel sector restructuring package as approved by the Government are also permitted to the extent of their investment in the package and assessment by Reserve Bank based on prudential norms

29 Manish Tyagi Ernst & Young Page 28 Eligible Borrowers NBFCs with minimum average maturity of 5 years from multilateral financial institutions, reputable regional financial institutions, official export credit agencies and international banks to finance import of infrastructure equipment for leasing to infrastructure projects. IFCs beyond 50% of their owned funds. FCCBs by housing finance companies satisfying the criteria prescribed – minimum net worth of Rs. 500 Crore, listing on BSE / NSE, Minimum size of FCCB – 100 Million.

30 Manish Tyagi Ernst & Young Page 29 Eligible Borrowers SPV – set up to finance infrastructure companies / projects exclusively. Multi-State Co-operative Societies engaged in manufacturing activity SEZ developers can avail of ECBs for providing infrastructure facilities within SEZ. Corporates which have violated the extant ECB policy and are under investigation by Reserve Bank and / or Directorate of Enforcement. Cases falling outside the purview of the automatic route limits and maturity period

31 Manish Tyagi Ernst & Young Page 30 Amount and Maturity Corporates can avail additional amount of USD 250 million with average maturity of more than 10 years under the approval route, over and above the existing limit of USD 500 million under the automatic route, during a financial year. Prepayment and call/put options, however, would not be permissible for such ECB up to a period of 10 years.

32 Manish Tyagi Ernst & Young Page 31 Eligible Lenders International Recognized Sources: International Banks International Capital Markets Multilateral Financial Institutions(such as IFC, ADB, CDC etc.) Export Credit Agencies Suppliers of Equipment Foreign Collaborator Foreign Equity Holder (other than OCB)

33 Manish Tyagi Ernst & Young Page 32 Guarantees Applications considered: Applications for providing guarantee/standby letter of credit or letter of comfort by banks, financial institutions relating to ECB in the case of SME. ECB by textile companies for modernization or expansion of textile units.

34 Manish Tyagi Ernst & Young Page 33 Procedure and Compliance

35 Manish Tyagi Ernst & Young Page 34 Procedure Execute a Loan Agreement with the overseas lender. However, Loan agreement is not required to be filed Prepare and file form 83 for obtaining Loan Registration Number (LRN) in duplicate, certified by the Company Secretary or Chartered Accountant to the Authorized Dealer. AD will process the application and forward the one copy to Department of statistics and information system, RBI for generating LRN. First draw down should be only after obtaining LRN.

36 Manish Tyagi Ernst & Young Page 35 Compliance ECB-2 Return certified by the designated AD bank needs to be submitted on monthly basis so that it can reach RBI within seven working days from the close of month to which it relates Primary responsibility to ensure that ECB raised / utilized is in conformity with the ECB guidelines is of the borrower concerned and any contravention of the ECB guidelines invite penal action under FEMA 1999

37 Manish Tyagi Ernst & Young Page 36 Structured Obligations

38 Manish Tyagi Ernst & Young Page 37 Structured Obligation Indian Company Indian Bank Loan

39 Manish Tyagi Ernst & Young Page 38 Structured Obligation Advisory Services Indian Company FCo1 India Outside India Advisory Fees Indian Bank Loan

40 Manish Tyagi Ernst & Young Page 39 Structured Obligation Advisory Services Indian Company FCo1 India Outside India Advisory Fees Indian Bank Loan Guarantee to repay Loan Require RBI approval

41 Manish Tyagi Ernst & Young Page 40 Structured Obligation Advisory Services Indian Company FCo1 India Outside India Advisory Fees Indian Bank Supply of goods Counter Guarantee to repay the amount on behalf of ICO RBI approval ?????? Indian Supplier Payment Guarantee to pay the amount on behalf of ICO

42 Manish Tyagi Ernst & Young Page 41 Other Instruments that require Compliance with ECB norms

43 Manish Tyagi Ernst & Young Page 42 Preference Shares / Debentures Non convertible, optionally convertible or partially convertible preference shares. Foreign Currency Convertible Bonds (FCCB) issued in accordance with the Issue of FCCB and ordinary shares (through Depositary mechanism scheme, Foreign Currency Exchangeable Bond (FCEB) issued in accordance with Issue of FCEB Scheme 2008

44 Manish Tyagi Ernst & Young Page 43 Practical Questions

45 Manish Tyagi Ernst & Young Page 44 ??????? Maturity period – Does it really mean the formula that you are providing where it is written under ECB guidelines. RBI has not granted the LRN even after 2 months – Can I drawdown the first tranche. Can I convert ECB into equity including Interest – what about interest on Interest. What do you mean by swap equivalent of LIBOR?

46 Manish Tyagi Ernst & Young Page 45 Take out Finance Permitted for refinancing of existing Rupee loans availed from the domestic banks by eligible borrowers in the sea port and airport, roads including bridges and power sectors for the development of new projects under approval route, subject to the following conditions: Execution of tripartite agreement with domestic banks and overseas recognized lenders Minimum average maturity period of seven years. Fee payable to the overseas lender should not exceed 100 bps per annum.

47 Manish Tyagi Ernst & Young Page 46 Take out Finance Fee payable to the overseas lender should not exceed 100 bps per annum. On take-out, the residual loan would be considered as ECB and would be designated in a convertible foreign currency. Domestic banks / Financial Institutions are not permitted to guarantee the take-out finance. Domestic bank not permitted to carry any obligation on its balance sheet after the occurrence of the take-out event. Compliance with the ECB Policy.

48 Manish Tyagi Ernst & Young Page 47 Trade Credits Definition Credits extended for imports directly by the overseas supplier, bank and financial institution for maturity of less than three years. Trade credits include suppliers credit or buyers credit. Buyers credit and suppliers credit for three years and above come under the category of External Commercial Borrowings (ECB) which are governed by ECB guidelines.

49 Manish Tyagi Ernst & Young Page 48 Amount and Maturity TransactionAmount permitted per import transaction Maturity Period Import transaction for imports permissible under the current Foreign Trade Policy of the DGFT USD 20 MillionOne year or less Import of capital goods as classified by DGFT USD 20 MillionMore than one year and less than three years

50 Manish Tyagi Ernst & Young Page 49 All-in-cost Ceilings Average Maturity PeriodAll in Cost ceiling over 6 months LIBOR* Upto One year200 basis points More than one year but less than three years The all-in-cost ceilings include arranger fee, upfront fee, management fee, handling/ processing charges, out of pocket and legal expenses, if any

51 Manish Tyagi Ernst & Young Page 50 Guarantees AD banks permitted to issue Letters of Credit/guarantees/Letter of Undertaking (LoU) /Letter of Comfort (LoC) in favour of overseas supplier, bank and financial institution up to USD 20 million for Up to one year for import of all non-capital goods permissible under FTP (except gold, palladium, platinum, Rodium, silver etc.) and Up to three years for import of capital goods. The period of guarantees has to be co-terminus with the period of credit, reckoned from the date of shipment.

52 ADR / GDR / Foreign Currency Convertible Bonds (FCCB)

53 Manish Tyagi Ernst & Young Page 52 Regulatory framework Indian companies can raise foreign currency resources abroad through the issue of FCCB/DR (ADRs/GDRs), in accordance with the : Scheme for issue of Foreign Currency Convertible Bonds and Ordinary Shares (Through Depository Receipt Mechanism) Scheme, 1993 and guidelines issued by the Government of India there under from time to time.

54 Manish Tyagi Ernst & Young Page 53 ADR / GDR A company can issue ADRs / GDRs if it is eligible to issue shares to persons resident outside India under the FDI Policy. However, an Indian listed company, which is not eligible to raise funds from the Indian Capital Market including a company which has been restrained from accessing the securities market by the Securities and Exchange Board of India (SEBI) will not be eligible to issue ADRs/GDRs.

55 Manish Tyagi Ernst & Young Page 54 ADR / GDR Unlisted companies, which have not yet accessed the ADR/GDR route for raising capital in the international market require prior or simultaneous listing in the domestic market. The proceeds raised through ADR / GDRs have to be kept abroad till actually required in India. Pending repatriation or utilization of the proceeds, the Indian company can invest the funds in:- Deposits, Certificate of Deposits or other instruments offered by banks Deposits with branch/es of Indian Authorized Dealers outside India; and

56 Manish Tyagi Ernst & Young Page 55 ADR / GDR Treasury bills and other monetary instruments with a maturity or unexpired maturity of one year or less. There are no end-use restrictions except for a ban on deployment / investment of such funds in real estate or the stock market. There is no monetary limit up to which an Indian company can raise ADRs / GDRs. The proceeds can be utilized for first stage acquisition of shares in the disinvestment process of Public Sector Undertakings / Enterprises and also in the mandatory second stage offer to the public in view of their strategic importance.

57 Manish Tyagi Ernst & Young Page 56 ADR / GDR Two-way Fungibility Scheme: The SEBI registered stock broker in India can purchase shares of an Indian company from the market for conversion into ADRs/GDRs based on instructions received from overseas investors. Reissuance of ADRs / GDRs would be permitted to the extent of ADRs / GDRs which have been redeemed into underlying shares and sold in the Indian market.

58 Manish Tyagi Ernst & Young Page 57 ADR / GDR Sponsored ADR/GDR issue An Indian company can also sponsor an issue of ADR / GDR. The company offers its resident shareholders a choice to submit their shares back to the company so that on the basis of such shares, ADRs / GDRs can be issued abroad. The proceeds of the ADR / GDR issue are remitted back to India and distributed among the resident investors who had offered their Rupee denominated shares for conversion. These proceeds can be kept in Resident Foreign Currency (Domestic) accounts in India by the resident shareholders who have tendered such shares for conversion into ADRs / GDRs.

59 Manish Tyagi Ernst & Young Page 58 FCCB - Meaning External Commercial Borrowing (ECB) Guidelines: FCCB means a bond issued by an Indian company expressed in foreign currency and the principal and interest in respect of which is payable in foreign currency.

60 Manish Tyagi Ernst & Young Page 59 FCCB - Meaning Issue of Foreign Currency Convertible Bonds and Ordinary Shares (Through Depository Receipt Mechanism) Scheme, 1993: FCCB means a bond issued in accordance with this scheme & subscribed by a non-resident in foreign currency & convertible into ordinary shares of the issuing company in any manner either in whole or in part, on the basis of any equity related warrants attached to the debt instrument.

61 Manish Tyagi Ernst & Young Page 60 FCCB - Salient features Quasi debt instrument Issued by an Indian Company Denominated in Foreign currency Generally unsecured & carry a fixed rate of interest Option for either conversion into equity shares at a predetermined price or redemption Carry call & put options

62 Manish Tyagi Ernst & Young Page 61 Slide 61 Safety of guaranteed interest payments (if involved) for Bond holder Bondholder can take advantage of the price appreciation of companys stock Savings to issuer in terms of lesser debt financing costs since interests costs are lower than other debts Enable issuer to defer equity and voting rights dilution Why FCCBs?

63 Manish Tyagi Ernst & Young Page 62 Slide 62 Private Placement Legislative Framework Public Issue FEMA Regulations (ECB Guidelines + Overseas Direct Investment Regulations) FDI Policy Companies Act, 1956 Income Tax Act, 1961 FEMA Regulations (ECB Guidelines + Overseas Direct Investment Regulations) Issue of FCCB & Ordinary Shares (Through Depository Receipt Mechanism) Scheme, 1993 (Issue Scheme) FDI Policy Companies Act, 1956 Income Tax Act, 1961 Applicable Regulations

64 Manish Tyagi Ernst & Young Page 63 Eligible Borrowers Specific inclusions under the Approval route: Housing finance companies min. net worth not less than Rs 500 crore during previous three years listing on BSE and NSE min. size of FCCBs USD 100 million Banks and Financial intermediaries participating in Textile or Steel sector restructuring package of the Govt. or RBI (to the extent of their investment) Regulatory Framework

65 Manish Tyagi Ernst & Young Page 64 Eligible Lenders Foreign equity holder ( holding minimum 5% equity of borrower) All-in-cost ceilings Issue related expenses not to exceed 2% of issue size Amount and Maturity No exception Regulatory Framework

66 Manish Tyagi Ernst & Young Page 65 Listed companies Price not less than higher of the two averages: average of weekly high and low of preceding two weeks average of the weekly high and low of preceding 6 months Relevant date – date thirty days prior to the date on which the meeting of the body of shareholders is held to consider the proposed issue Unlisted companies CCI valuation guidelines applicable Conversion Pricing (at the time of issue) Regulatory Framework

67 Manish Tyagi Ernst & Young Page 66 End uses No exception Approvals RBI approval Filings (LRN, Form 83) ECB Guidelines Compliance with FDI policy Regulatory Framework

68 Manish Tyagi Ernst & Young Page 67 Refinance / Restructuring Refinance Very recently RBI has permitted Indian companies to refinance the outstanding FCCBs subject to compliance with the following conditions: Fresh ECBs/ FCCBs shall be raised with the stipulated average maturity period and applicable all-in-cost being as per the extant ECB guidelines. The amount of fresh ECB/FCCB shall not exceed the outstanding redemption value at maturity of the outstanding FCCBs;

69 Manish Tyagi Ernst & Young Page 68 Refinance / Restructuring The fresh ECB/FCCB shall not be raised six months prior to the maturity date of the outstanding FCCBs. The purpose of ECB/FCCB shall be clearly mentioned as Redemption of outstanding FCCBs in Form 83 at the time of obtaining Loan Registration Number from the Reserve Bank. ECB / FCCB beyond USD 500 million for the purpose of redemption of the existing FCCB will be considered under the approval route; and ECB / FCCB availed of for the purpose of refinancing the existing outstanding FCCB will be reckoned as part of the limit of USD 500 million available under the automatic route as per the extant norms.

70 Manish Tyagi Ernst & Young Page 69 Refinance / Restructuring Restructuring Restructuring of FCCBs involving change in the existing conversion price is not permissible. Proposals for restructuring of FCCBs not involving change in conversion price are considered by RBI under the approval route.

71 Heading of Foreign Exchange

72 Manish Tyagi Ernst & Young Page 71 Regulatory Framework FOREIGN EXCHANGE MANAGEMENT (FOREIGN EXCHANGE DERIVATIVE (CONTRACTS) REGULATIONS, 2000 Foreign exchange derivative contract defined as a financial transaction or an arrangement in whatever form and by whatever name called, whose value is derived from price movement in one or more underlying assets, and includes, a transaction which involves at least one foreign currency other than currency of Nepal or Bhutan, or a transaction which involves at least one interest rate applicable to a foreign currency not being a currency of Nepal or Bhutan, or a forward contract, but does not include foreign exchange transaction for Cash or Tom or Spot deliveries.es

73 Manish Tyagi Ernst & Young Page 72 Derivatives in India FinancialCommodity Options - Call - Put Futures Derivatives in India

74 Manish Tyagi Ernst & Young Page 73 Concepts Concept same as Forward contract, except: oStandardized contracts oExchange takes the risk of any default oRegulated oReversal possible oCurrently, delivery not permitted Index Futures and Stock Futures Exposure is unlimited for both parties Forward Agreement to buy / sell at a future date at an agreed price Not standardized Risk Prone Un regulated Illiquid FuturesOptions Right but not an obligation to buy/sell at a future date at an agreed price Call Option / Put Option Initial cost in form of premium to option writer Exposure is limited for buyer / Exposure unlimited for Option writer Complex pricing methodology of Options

75 Manish Tyagi Ernst & Young Page 74 Traditionally, long history of derivatives in OTC Market Options of various kinds (called Teji, Mandi, Fatak) in unorganized markets traded in early 1900s in Mumbai Powers delegated to SEBI for regulation of financial derivatives market SC(R)A banned all kinds of options in 1956 Prohibition removed on options in 1995 Derivatives treated as securities pursuant to SC(R)A amendment in 1999 Evolution of products

76 Manish Tyagi Ernst & Young Page 75 Instrument which derives its value from one or more than one underlying assets Commodities, currency, securities, index, interest rate, etc. Independent existence Requires no / minimal initial investment Tool for transfer of risk at a cost Settled at a future date Standardised contracts Traded on Stock Exchange / OTCs Derivatives enable transfer of risk between two parties having different risk / future perceptions Features

77 Manish Tyagi Ernst & Young Page 76 Market efficiency Risk sharing and transfer Low transaction costs Capital intermediation Liquidity enhancement Price discovery Cash market development Hedging tools Derivatives – A dynamic financial tool Benefits

78 Manish Tyagi Ernst & Young Page 77 Facilities to residents Forward contract A person resident in India is permitted to enter into a forward contract with an AD Bank to hedge an exposure to exchange risk in respect of a transaction for which sale and/or purchase of foreign exchange is permitted subject to compliance with the following conditions: AD Bank is satisfied about the genuineness of the underlying exposure through verification of documentary evidence. The maturity of the hedge does not exceed the maturity of the underlying transaction.

79 Manish Tyagi Ernst & Young Page 78 Facilities to residents If the exact amount of the underlying transaction is not ascertainable, the contract is booked on the basis of a reasonable estimate. Foreign currency loans/bonds can be hedge only after final approval is accorded by the RBI, if required. In case of GDRs issue price must be finalized. Balances in the EEFC accounts sold forward by the account holders shall remain earmarked for delivery and such contracts shall not be cancelled. They may be, however, be rolled-over,

80 Manish Tyagi Ernst & Young Page 79 Facilities to residents Contracts involving the rupee as one of the currencies, once cancelled, shall not be rebooked except that they can be rolled over at on-going rates on or before maturity. Such contracts booked by residents to hedge current account transactions, regardless of tenor, not being those booked on past performance basis without documents or booked to hedge transactions denominated in foreign currency but settled in Indian Rupee, may be cancelled and rebooked freely at on-going rates. Contracts covering export transactions may also be cancelled, rebooked or rolled over at on-going rates without any restriction.

81 Manish Tyagi Ernst & Young Page 80 Facilities to residents Loan Contracts Resident Indians who have borrowed ECB may enter into an Interest rate swap or Currency swap or Coupon Swap or Foreign Currency Option or Interest rate cap or collar (purchases) or Forward Rate Agreement (FRA) contract with an AD bank in India or with a branch outside India of an AD Bank for hedging his loan exposure and unwinding from such hedges subject to the following conditions: The contract does not involve rupee transactions The Reserve Bank has accorded final approval for borrowing in foreign currency.

82 Manish Tyagi Ernst & Young Page 81 Facilities to residents The notional principal amount of the hedge does not exceed the outstanding amount of the foreign currency loan, and The maturity of the hedge does not exceed the unexpired maturity of the underlying loan. A person resident in India, who owes a foreign exchange or rupee liability can enter into a contract for foreign currency-rupee swap with an AD Bank in India to hedge long-term exposure. However, if such contract is cancelled it shall not be rebooked or re-entered, by whatever name called

83 Manish Tyagi Ernst & Young Page 82 Facilities to residents Foreign currency options Foreign currency option contract not involving the rupee as one of the currencies can be hedged with an AD Bank for mitigating foreign exchange exposure arising out of trade subject to the condition that in respect of cost effective risk reduction strategies like range forwards, ratio-range forwards or any other variable by whatever name called there shall not be any net inflow of premium. The transactions are freely booked and/or cancelled. Foreign currency-rupee option contract can be hedged with an AD Bank to hedge an exposure to exchange risk in respect of a transaction for which sale and/or purchase of foreign currency is permitted on the same terms and conditions applicable to forward contracts.

84 Manish Tyagi Ernst & Young Page 83 Facilities to Non Residents Foreign Institutional Investor (FII) Registered FII can execute a forward contract with rupee as one of the currencies with an AD Bank to hedge its exposure in India: subject to the following conditions: the value of the hedge does not exceed the market value of the underlying debt or equity instruments, provided forward contracts once booked shall be allowed to continue to the original maturity even if the value of the underlying portfolio shrinks, for reasons other than sale of securities, Forward contracts may be cancelled and rebooked or may be rolled over on or before maturity.

85 Manish Tyagi Ernst & Young Page 84 Facilities to Non Residents The cost of hedging is met out of repatriable funds and/or inward remittance through normal banking channel, All outward remittances incidental to hedge are net of applicable Indian taxes.

86 Manish Tyagi Ernst & Young Page 85 Facilities to Non Residents Non Resident Indian (NRI) An NRI can enter into forward contract with rupee as one of the currencies, with an AD Bank to hedge : the amount of dividend due to him/it on shares held in an Indian company; the balances held in Foreign Currency Non-Resident (FCNR) account or Non-Resident External Rupee (NRE) account; the amount of investment made under PIS or under FDI.

87 Manish Tyagi Ernst & Young Page 86 Facilities to Non Residents Person Resident Outside India A person resident outside India is permitted to enter into a forward sale contract with an authorized dealer in India to hedge the currency risk arising out of his proposed foreign direct investment in India. A person resident outside India having Foreign Direct Investments in India may, subject to the condition that forward cover shall be taken only after the rate has been approved by the Board, enter into forward contracts with rupee as one of the currencies to hedge the currency risk on dividend receivable by him from the Indian company.

88 Manish Tyagi Ernst & Young Page 87 Facilities to Non Residents FIIs, NRIs or a Person Resident outside India having FDI in India, may enter into a foreign currency-rupee option contract with the AD Bank in India, under the same terms and conditions applicable to forward contracts.

89 Manish Tyagi Ernst & Young Page 88

90 Manish Tyagi Ernst & Young Page 89 Thank you Manish Tyagi Ernst & Young India (M)


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