Foreign Exchange Management Act

Dear Sir, Reg: Receipt of USD _________ (Foreign Currency and Amount) under Inward Reference No. ________________ from ___________________________ (Foreign Investor) for purchase of Equity / Compulsorily Convertible Preference Shares / Compulsory Convertible Debentures under the FDI automatic route of investment of the Government of India. We confirm, undertake and understand the following in respect of the referred funds: . The above funds have been remitted by _______________________ (“Foreign Investor”) for purchasing the Equity / Compulsorily Convertible Preference Shares / Compulsorily Convertible Debentures of our company. The investment falls under the ____% Automatic Route of Foreign Direct Investment of the Government of India in accordance with the provisions of Notification No. FEMA 20/2000-RB dated May 3, 2000, as amended from time to time; (ii) Sr. No. __ (Please mention the relevant serial number as per SECTOR/ACTIVITY) mentioned under Annex – 1 to the extant Master Circular on Foreign Direct Investment and (iii) the Consolidated Foreign Direct Investment Policy issued by the Ministry of Commerce and Industry dated October 1, 2011.

2. We undertake to comply with all the relevant provisions of Foreign Exchange Management Act, 1999 and other applicable law, if any, pertaining to the above transaction. 3. As per extant Master Circular on Foreign Direct Investment we undertake to complete the following activities in the case of issuance of securities : ) Report above inward remittance to the Reserve Bank of India (“RBI”) vide the Authorised Dealer within 30 days of receipt of remittance along with the original Foreign Inward Remittance Certificate and an authenticated copy of Know Your Customer format of our Foreign Investor. b) We have to allot Shares / Debentures to our Foreign Investor within 180 days of the receipt of the above inward remittance or return back the funds within the time frame to Foreign Investor. ) Report the allocation of shares vide Form FC-GPR along with relevant documents to RBI vide the Authorised Dealer within 30 days of the allocation. d) Submit Annual Return on Foreign Liabilities and Assets as set out in A. P. (DIR Series) Circular No. 45 dated March 15, 2011 on or before 15th July every year. e) In case we are unable to allot the equity instruments or return the funds within 180 days of receipt of the remittance, we understand that this would be treated as non-compliance and would be reckoned as contravention under FEMA which could attract penal provisions.

We further understand that in exceptional cases, request for refund / allotment of shares for the amount of consideration outstanding beyond a period of 180 days from the date of receipt may be considered by RBI, on the merits of the case as represented by us through the Authorised Dealer. 4. In the case of transfer of securities, reporting of transfer of shares in Form FC-TRS along with KYC of Foreign Investor will be submitted to the bank within 60 days from the date of receipt of the amount of consideration and onus of submission of same is on us.

We further confirm that: a) Approval is available, in case, the Company is into financial service activities; b) Transfer does not fall within the purview of the provisions of SEBI (Substantial Acquisition of Shares and Takeovers) Regulations 1997; c) Foreign Investor is not an Overseas Corporate Body and / or prohibited from these securities. d) Pricing guidelines have been adhered to and applicable sectoral cap is not breached. Yours truly, For ———————– 1


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