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India's new Overseas Investment Regulatory Architecture.pdf
- 1. August 2022 India’s New Overseas Investment Regulatory Architecture
- 2. Agenda 1 Overseas Investments – Snapshot 2 Background and Overview 3 Structure of Regulations 4 Debt and Non-debt instruments 5 Overseas Investment by Indian Entity 6 Overseas Investment by Resident Individual 7 ODI/ OPI Structures 8 Overseas Investment – Resident Individual 9 Debt Investments 10 Outbound Investments – Restrictions and Prohibitions 11 ODI FDI Structure – Indian Entity 12 Pricing Guidelines 13 Deferred payment, Right issue and Bonus issue 14 Acquisition under ESOP 15 Acquisition by way of Gift and Inheritance 16 Acquisition and Transfer of Immovable Property outside India 17 Reporting Obligations 18 LSF provisions 19 Glossary
- 3. 6,551 5,313 9,625 1,489 5,862 6,991 7,619 1,308 23,620 28,957 28,296 2,696 2019-20 2020-21 2021-22 2022-23 (April - July 2022) Financial Commitment Equity Loans Guarantee Issued (Figures in USD Mn) Top ODI Destinations (April 2020 - July 2022) Country Amount (In USD Mn) Percentage Singapore 7,654 23% USA 6,370 19% UK 3,415 10% Mauritius 2,880 9% Netherlands 2,871 9% UAE 1,481 5% Russia 1,085 3% British Virgin Islands 683 2% Others 1,185 3% 39% 28% 16% 6% 4% 4% 2% 1% Finance, insurance and business services Manufacturing Wholesale, retail trade, resturants and hotels Agriculture and mining Construction Community, social and personal services Transport, storage and communication services Electricity, gas and water Sectors attracting highest outflows (April 2020 - July 2022) Outbound Investments: Snapshot 3
- 4. 1 Foreign Exchange Management (Transfer or Issue of Any Foreign Security) Regulations, 2004 Foreign Exchange Management (Acquisition and Transfer of Immovable Property Outside India) Regulations, 2015 Foreign Exchange Management (Overseas Investment) Rules, 2022 Updated "Foreign Exchange Management (Overseas Investment) Directions, 2022" 2 2 Foreign Exchange Management (Overseas Investment) Regulations, 2022 New Current Overseas Investments as per erstwhile regulations grandfathered Key takeaways of substantially deregulated new ODI regime# General permission for deferred payment of consideration 1 year lock-in mandated for any ODI to be divested Pricing guidelines prescribed for all outbound investment transactions Definitional clarity on multiple concepts related to overseas investments Relaxation on ODI FDI structures – Ease for Externalisation and de-SPAC transactions Introduction of the concept of "Strategic Sector" Debt not permitted for individuals for overseas investments, for others only with ‘Control' Introduction of LSF for reporting delays ODI in start-ups to be made by an IE only from internal accruals and by RI from own funds 1 Background and Overview Keeping with spirit of liberalisation and to promote ease of doing business, Central Government and RBI have been progressively simplifying procedures and rationalising rules and regulations under FEMA. In this direction, a significant step has been taken with operationalisation of a new Overseas Investment regime 4 # GIFT City/ IFSC related announcements has not been discussed in this presentation
- 5. Overseas Investment • Investment, other than ODI, in foreign securities, but not in any unlisted debt instruments or any security issued by a person resident in India who is not in an IFSC • OPI covers investment in: • Less than 10% equity capital1 without control3, in listed FE/ unit of IFSC • Listed debt instruments of FE/ unit of IFSC • OPI in equity capital of listed FE to be treated as OPI even after delisting, until further investment made Financial Commitment Overseas Direct Investment 1. • Unlisted Equity Capital • Subscription to MoA • Listed FE: ▪ ≥10% paid up equity capital2 ▪ < 10% of paid up equity capital2 with control3 Debt (Other than OPI) 2. Non-fund-based facilities 3. • 100% corporate guarantee • 100% personal guarantee • 100% bank guarantee • 50% performance guarantee • Pledge or charge • Deferred part of consideration Overseas Portfolio Investments 1 Bonafide business activity means any business activity permissible under any law in force in India and host country/ jurisdiction 2 Equity capital means equity shares or perpetual capital or irredeemable instruments or non-debt capital in the nature of fully compulsorily convertible instruments 3 Control means right to appoint majority directors or to control management/ policy decisions exercisable directly/ indirectly, by virtue of shareholding/ management right/ shareholders' agreements/ voting rights of ≥10% Bonafide Business1 Erstwhile provision Overseas Investments / Financial Commitment = Direct investment outside India • Contribution to equity/ preference capital • Subscription to MoA • Market purchase or private placement or through stock exchange excluding portfolio investment4 Loans Guarantees • 100% corporate guarantee • 100% bank guarantee • 50% performance guarantee Bonafide business 4 Listed companies were permitted to invest 50% of their net worth in shares and bonds issued by listed overseas company A B A B C • Loans • OCPS/ RPS • Redeemable/ Optionally convertible debentures • Debt instruments (please refer Slide No 6) Broad Construct of new Regime Once an ODI always an ODI 5
- 6. Investment in equity of incorporated entities (public, private, listed, unlisted) Capital participation in LLP's Investment in units of AIFs, REITs and InVITs Investment instruments recognised in the FDI policy Contribution to trusts Investment in units of mutual funds and ETF which invest more than 50% in equity Acquisition, sale or dealing directly in immovable property Equity tranche of securitisation structure Non-Debt Instruments Depository receipts issued against equity instruments Debt Instruments • Government Bonds • Corporate Bonds • Securitisation structure tranches that are not equity tranches • Borrowings by firms through loans • Depository receipts whose underlying securities are debt securities OI Rules define debt and non-debt instruments – not previously defined and distinguished Definition of non-debt instruments aligned with FEMA NDI Rules issued for FDI Debt includes Redeemable Debentures and Preference Shares Optionally Convertible Debentures and Preference Shares Debt and Non-Debt Instruments 6
- 7. Overseas Portfolio Investment Overseas Direct Investment Overseas Investment by Indian Entity Bidding or tender procedure Rights issue or bonus shares Subscription to MoA or market purchase Capitalisation within the specified time period Swap of securities Merger, demerger, amalgamation, etc FC in all foreign entities < 400% of net worth1 Net worth definition linked to Companies Act • Paid up share capital + All reserves created out of profits • LLP/ PF: Capital + Undistributed profit – accumulated loss – deferred/ miscellaneous expense not written off Prior approval: FC > USD 1 Bn in FY, even if within 400% limit (same as previous regime) Manner of making investment General permission Rights issue or bonus shares Capitalisation with specified time Swap of securities Merger, demerger, amalgamation, etc OPI in all FE < 50% of net worth1 Net worth definition, common for ODI and OPI Previously Paid up capital + Free reserves Concept of utilising net worth of Group Co discontinued Listed IE may invest or reinvest Unlisted IE may make OPI only by way of: Previously only listed IEs were allowed Net worth • Can unlisted IE make OPI by way of market purchase? • Can unlisted IE make OPI by way of reinvestment? Previously net worth for LLP not clearly defined Approval 1As per last audited balance sheet 7
- 8. Overseas Portfolio Investment Overseas Direct Investment ODI + OPI to be within LRS ceiling of $250,000 Allowed only in operating FE • Not engaged in FS activity • RI to not have control1 in FE, if such FE has subsidiary/ SDS Manner of making investment Investment Limit ODI + OPI to be within LRS ceiling of $250,000 General Permission Previously, OPI by RI was done under LRS. Such position was subjective/ ambiguous on account of absence of definition/ thresholds under regulations RI may make OPI by way of investment or reinvestment Rights issue or Bonus shares Capitalisation, within specified time period Sweat equity shares Merger, demerger, amalgamation, etc Gift as per conditions Minimum qualification shares ESOP/ employee benefit scheme 1 2 3 4 8 7 6 Inheritance 5 ODI by way of 5, 6, 7 and 8 may be made even if • FE engaged in FS activity • has subsidiary/ SDS where RI has control1 OI by way of 6, 7 and 8 to be deemed OPI, if acquisition of <10% in listed or unlisted without control Exceptions 1Whether "Control" to be seen as • control by RI in FE, or • control by RI in subsidiary or SDS of FE? In general, any amount of investment in foreign unlisted securities is considered as ODI, but in case of 6, 7 and 8, investment <10% without control is "deemed OPI" Overseas Investment by Resident Individual 8 Transition of existing LRS - Portfolio into ODI under current regulations – Reporting and filing requirements not clear
- 9. IE / RI* Unlisted FE • 1% holding • Control/ no control India Outside India IE / RI* Listed FE • >10% holding • Control/ no control IE / RI* Listed FE • <10% holding • Control *In case of RI, FE needs to be a non-FS, operating entity IE / RI* Listed FE • <10% holding • No control ODI Structures OPI Structures RI Unlisted/ Listed FE ESOP, qualification shares, sweat equity • <10% holding • No control Illustrations - ODI/ OPI Structures 9
- 10. Resident individual = ODI → (i) Non-FS, operating FE + (ii) FE should not have subsidiary/ SDS with RI control Non-FS Operating FE RI Has control / no control ODI FS Operating FE RI ODI FE2 RI Has control Non-FS Operating FE ODI RI Has control Non-FS Operating FE ODI IE FE2 RI No control Non-FS Operating FE ODI Outside India India 01 02 03 04 05 Overseas Investments – Resident Individual (1/2) 10
- 11. Exception to general condition RI FE1 IE1 FDI Has control FS Operating FE ODI1 1ODI by way of: • Inheritance • Sweat equity shares • Minimum qualification shares • ESOP Deemed OPI Non-FS Unlisted Operating FE RI 2ODI = OPI, where investment by way of: • Sweat equity • Minimum qualification shares • ESOP • <10% holding • No control ODI = OPI2 Resident individual + LLP - RI can invest only up to LRS ceiling ie $250,000 per FY - LLP setup by RIs can invest up to 400% of its Net Worth - enhances limit of RIs by 4X by capitalizing an LLP in India and then investing overseas Resident individuals LLP FE Outside India India Limit - 400% of net worth Personal Limit - $250,000 each 06 07 08 Overseas Investments – Resident Individual (2/2) 11
- 12. IE eligible to make ODI IE has made ODI in FE IE has acquired Control in FE at the time of making such FC 1 2 3 IE permitted to invest in debt instrument issued by FE or extend non-fund-based commitment to or on behalf of FE including overseas SDS of such IE, subject to cumulatively fulfilling the following conditions within FC limit Loans to be backed by loan agreement with rate of interest determined on arms' length basis Debt investment structures India Outside India FE IE Debt • ODI - Eligible • Made ODI • Has control ODI FE IE SDS Corporate guarantee ODI • ODI - Eligible • Made ODI • Has control FE IE SDS Debt ODI • ODI - Eligible • Made ODI • Has control = Instruments (defined in Slide 6) Redeemable debentures/ preference shares Optionally convertible debentures/ preference shares Determination of arms' length interest for OCPS? FE RI ODI Debt • ODI - Eligible • Made ODI • Has control RI not permitted to invest in unlisted/ listed debt Debt Investments 12
- 13. Erstwhile Provisions Notified Rules ▪ Prohibited FC in FE engaged in: • Real estate activity • Banking business • Offering financial products linked to INR, where FE has equity participation from IE Permissible with prior approval of RBI ▪ Prohibition to make ODI in FE engaged in • Real estate activity • Gambling (any form) • Offering financial products linked to INR (except products offered in IFSC) ▪ OI in FE located in countries that are FATF/ IOSCO non-compliant • No FC allowed in FE which results in ODI-FDI structure designed for tax evasion/ tax avoidance ▪ Prohibits ODI in FE engaged in: • Real estate activity • Gambling (any form) • Dealing with financial products linked to INR (allowed with RBI approval) ▪ No FC allowed in FE which results in ODI-FDI structure with more than 2 layers of subsidiaries Exceptions: − Banking Co − NBFC − Insurance Co − Government Co ▪ ODI in start-ups by IE from internal accruals1 only ▪ ODI in start-ups by RI from own funds only ▪ AD Bank to obtain certificate from Statutory Auditors/ CA of IE/ RI 1 Internal accruals of Indian group companies/ associate companies of IE could also be considered Draft Rules Outbound Investments – Restrictions and Prohibitions 13 OI in Start-ups
- 14. New rules – Financial Commitment FC by person resident in India in FE should not result in ODI FDI structure with more than two layers of subsidiaries "Subsidiary" or "step down subsidiary” of FE means entity in which FE has control Layers with foreign and Indian subsidiaries A IE1/ LLP FE FE2 IE2 IE3 1. First layer of subsidiary 2. Second layer of subsidiary 3. Third layer of subsidiary ▪ Count of number of layers of subsidiary to start from FE ▪ ODI in FE/ downstream investment in IE3 – not permitted ODI FDI Downstream investment Layers with only Indian subsidiaries B IE1/ LLP FE IE3 IE4 FDI IE2 ODI 1. First layer of subsidiary 2. Second layer of subsidiary 3. Third layer of subsidiary ▪ Count of number of layers of subsidiary to start from FE ▪ ODI in FE/ downstream investment in IE4 – not permitted Erstwhile provisions - ODI RBI approval required IE1/ LLP IE2 FE ODI FDI Outside India India View B appears more pragmatic and number of subsidiaries in Indian leg should be considered ODI FDI Structure – Indian Entity (1/2) Downstream investment 14
- 15. Illustrations on ODI FDI structures FE1 FE2 FE3 FE4 IE1/ LLP ODI IE2 IE3 IE4 FE1 can have any number of subsidiaries outside India A. IE2 - Second layer; ODI in FE1 permitted B. IE3 - Third layer. Hence, ODI in FE1/ FDI in IE3 not permitted C. IE4 - Fourth layer. Hence, ODI in FE1/ FDI in IE4 not permitted A B C FDI FDI FDI Outside India India FE1 FE2 FE3 FE4 IE2 IE3 IE4 IE1/ LLP ODI FDI FDI FDI A. IE2 - Second layer B. IE3 - Second layer C. IE4 - Second layer A B C ODI in FE1 permitted ODI FDI Structure – Indian Entity (2/2) 15 Overseas Portfolio Investment No limit on number of layers of subsidiaries IE1/ LLP Listed FE FE1 IE2 IE3 OPI FDI • <10% holding • No control Downstream investment IE4
- 16. Valuation in specific cases only Swap of shares ≥USD 5 Mn In existing FE AD Bank to have Board approved policy Documentation requirements Unlisted Security Listed Security In accordance with concerned stock exchange of host country Any foreign security Arms' length basis Safe Harbour of 5% from fair value Exception in certain cases: • Listed securities • Mergers, demergers, etc Valuation by SEBI registered Merchant Banker or Merchant Banker/ Investment Banker registered in host country Valuation by Registered Valuer under Companies Act or similar valuer registered in host country Report dated not > 6 months Internationally accepted pricing methodology Internationally accepted pricing methodology • Valuation to be done by which professional? • Validity period of valuation report? Erstwhile Provisions Draft Rules Final Rules Pricing Guidelines 16
- 17. Holding shares Holding shares Transfer Transfer Subscription 1 2 3 IE / RI IE / RI IE / RI FE FE FE NR NR Deferred Payments, Rights issue and Bonus issue Acquisition or transfer with deferred payment Foreign securities equivalent to total consideration to be transferred/ issued upfront Period of deferment to be defined upfront Consideration finally paid to comply with pricing guidelines Conditions Valuation in accordance with pricing guidelines to be done upfront Subscription to MoA - period of deferment to be defined in underlying agreement Other key considerations Deferred consideration to be considered as non-fund-based FC Conversion of non-fund-based FC to equity – To be reported in Form FC Permitted only where equity capital reckoned as ODI Rights issue and bonus shares ▪ Rights issue and bonus shares continue to be recognized as permissible modes of ODI/ OPI ▪ Person acquiring rights may renounce rights in favour of R and NR Transaction Applicability Rights Renunciation of Rights Bonus Reporting Deferred payment of consideration permitted on above transactions (subscription, R to NR transfer and NR to R transfer) Erstwhile regime permitted deferred payment with prior approval of RBI – Now done away with 17
- 18. New Rules Reporting Shares to be offered by the issuing overseas entity globally on a uniform basis <10% equity capital of FE OPI % Whether listed or unlisted Without control RI, permitted to acquire, without limit, shares or interest under ESOP Schemes or sweat equity shares of an overseas entity ESOP remittance reckoned withing overall LRS limit of RI Acquisition under ESOP <10% equity capital of FE ODI % Whether listed or unlisted With control ≥ 10% equity capital of FE ODI % Whether listed or unlisted With or Without control Type of investment Reporting party Form Timeline OPI IE Form OPI Half yearly reporting within sixty days of September or March-end ODI RI Form FC At the time of making remittance ODI RI APR By December 31 OPI/ ODI RI Form A2 At the time of making remittance Indian office or branch of overseas entity Indian subsidiary of overseas entity IE in which overseas entity has direct or indirect equity holding RI employee of 18
- 19. Gift Inheritance • General permission granted to RI to acquire foreign securities: ‒ As gift from NR ‒ By way of inheritance from R or NR • Subject to LRS Limit • No reporting requirement Current Regulations New Rules Transferor Transferee Permissibility Resident Relative RI Resident, Non-Relative RI Non-Resident, Relative/ Non-Relative RI Resident, Relative/ Non-Relative NR - Gift not subject to LRS limit - No reporting requirement - *RI acquiring foreign securities by way of gift from NR to comply with FCRA reporting provisions: • Annual return (Form FC-4) with copies of income and expenditure statement, receipt and payment account and balance sheet to be furnished within 9 months of closure of FY • From relative exceeding INR 10 Lakhs, Form FC-1 Part A, within 3 months of contribution • Foreign contribution relating to foreign securities, Form FC-1 Part B • Reports to be duly certified by a CA Transferor Transferee Permissibility Resident Relative RI Non-Resident Relative RI Resident Relative NR - Inheritance not subject to LRS limit - No reporting requirement * Acquisition of Foreign Securities by way of Gift or Inheritance 19 RI Non-Relative Listed/ Unlisted FE shares Gift RI Non-Relative
- 20. What requires clarify? • New Rules mention "The holding of any investment in immovable property or transfer thereof in any manner shall not be permitted if the initial investment in immovable property was not permitted under the Act" • Draft rules mentioned that such transfer thereof in any manner to be treated as contravention under FEMA Whether there would be any reporting mechanism to identify such contraventions and penalise holdings under the earlier regime which weren’t permissible? New Rules similar to current regulations to a large extent Acquisition from Resident By way of Gift By way of Inheritance By way of Purchase Acquisition from Non-Resident 1 2 Purchase out of forex held in RFC account 3 Remittance under LRS subject to LRS limits* 4 5 Income or sale proceeds of overseas assets other than ODI * Remittances under LRS may be consolidated in respect of resident relatives IE having overseas offices could acquire immovable property outside India for business and residential purposes of its staff, subject to limits Initial expenses: 15% of average annual sales/ income or turnover of IE during the last two FYs or up to 25% of net worth, whichever is higher Recurring expenses: 10% of average annual sales/ income or turnover during last two FYs Jointly with resident relative By way of inheritance New Restriction on outflow of fund omitted Acquisition by way of gift not specifically provided Acquisition and Transfer of Immovable Property outside India 20
- 21. Particulars Erstwhile Reporting New Reporting Unique Identification Number To be applied through Form ODI - Part I before initial FC To be applied through Form FC before initial FC Submission of evidence of investment to AD Bank Within 6 months from remittance or capitalization Within 6 months. If not, amount remitted to be repatriated to India within said 6 months Repatriation of dividend, royalty, technical fees, etc from FE Within 60 days of it falling due All receivables with respect to investment to be repatriated within 90 days Repatriation of dividend/ other entitlements from subsidiary credited to foreign currency account Within 30 days from date of credit All receivables with respect to investment to be repatriated within 90 days Repatriation of proceeds of transfer/ Disinvestment Within 90 days of it falling due Within 90 days of it falling due Reporting FC In Form ODI–Part I - At the time of making FC or sending outward remittance In Form FC - At the time of making FC or sending outward remittance, whichever is earlier Reporting restructuring of balance sheet Within 30 days of restructuring In Form FC - Within 30 days of restructuring Reporting disinvestment In Form ODI–Part III - Within 30 days of receipt of proceeds In Form FC - Within 30 days of receipt of proceeds Reporting OPI by IE or transfer of OPI No reporting basis directions from Bankers (LRS Portfolio position) In Form OPI - Half yearly reporting within 60 days of September or March-end, including ESOP issued to employees Annual Performance Report1 IE/ RI to report on or before December 31 of every year In case of multiple IE/ RI, person with higher stake Same as erstwhile regulations Person excluded from reporting: • Resident holding <10% equity capital in FE without control and No FC other than equity capital • FE under liquidation APR to be certified by CA in case of RI and non-audit entities RI to report under LRS as well (Form A2) Resident Individual to file APR in case of ESOP (if considered ODI) Foreign Asset and Liability Report IE to submit by July 15 of every year IE to submit by July 15 of every year Reporting Obligations 21 1 Transition of existing LRS - Portfolio into ODI under current regulations – Reporting and filing requirements not clear
- 22. LSF provisions Erstwhile ODI Regulations did not provide for LSF for delayed reporting of OI related transactions Contraventions had to be compounded in order to regularize defaults in reporting compliances Delay in filing/ submitting requisite forms/ returns/ documents by a person resident in India could be regularized by filing/ submitting the said forms and paying prescribed LSF through AD Bank as per applicable regulations Type of reporting delays LSF (calculated per return) Form ODI Part-II/ APR, FLA Returns, Form OPI, evidence of investment or any other return which does not capture flows or any other periodical reporting INR 7,500 Form ODI-Part I, Form ODI-Part III, Form FC, or any other return which captures flows or returns which capture reporting of non-fund-based transactions or any other transactional reporting [INR 7,500 + (0.025% * A * n)] Computation of LSF for delay in reporting ▪ A is amount involved in delayed reporting ▪ n is the number of years of delay in submission rounded-upwards to nearest month and expressed up to 2 decimal points ▪ Maximum LSF amount to be limited to 100% of A and will be rounded upwards to nearest hundred ▪ Where an advice has been issued for payment of LSF and such LSF is not paid within 30 days, such advice shall be considered as null and void and any LSF received beyond that period shall not be accepted ▪ Option of LSF shall be available up to 3 years from due date of reporting/ submission. Also available for delayed reporting/ submissions under erstwhile regulations, up to 3 years from date of notification of OI Regulations. In case of regularization after specified time, such person to be liable for penal action under FEMA provisions ▪ No outward remittance/ FC to be permitted until delay in reporting is regularized 22
- 23. Abbreviation Full Form AD Bank Authorised Dealer Bank AIF Alternative Investment Funds APR Annual Performance Report Bn Billion CA Chartered Accountant Companies Act Companies Act 2013 ESOP Employee Stock Option Plan ETF Exchange Traded Fund FATF Financial Action Task Force FC Financial Commitment FCRA Foreign Contribution (Regulation) Act 2010 FDI Foreign Direct Investment FEMA Foreign Exchange Management Act 1999 FEMA NDI Rules Foreign Exchange Management (Non-Debt Instrument) Rules 2019 FLA Annual Return on Foreign Liabilities and Assets FS Financial Services FY Financial Year IE Indian Entity IFSC International Financial Services Centre INR Indian National Rupee Abbreviation Full Form Abbreviation Full Form InVITs Infrastructure Investment Trusts IOSCO The International Organization of Securities Commissions LLP Limited Liability Partnership LRS Liberalised Remittance Scheme LSF Late Submission Fee Mn Million MoA Memorandum of Association NBFC Non Banking Financial Companies NR Non Resident OCPS Optionally Convertible Preference Shares ODI Overseas Direct Investment OI Overseas Investment OI Regulations Foreign Exchange Management (Overseas Investment) Regulations 2022 OI Rules Foreign Exchange Management (Overseas Investment) Rules 2022 OPI Overseas Portfolio Investment PF Partnership Firm R Resident RBI Reserve Bank of India REITs Real Estate Investment Trust RFC Account Resident Foreign Currency Account RI Resident Individual RPS Redeemable Preference Shares SDS Step Down Subsidiary SEBI Securities and Exchange Board of India UAE United Arab Emirates UK United Kingdom USA Unites States of America USD United States Dollar Glossary 23
- 24. Thank You www.nangia-andersen.com | www.andersen.com Copyright © 2022, Nangia Andersen LLP. All rights reserved. The information in this presentation is provided in summary form only and does not purport to be complete. Content may not be copied, reproduced, transmitted, distributed, downloaded or transferred in any form or by any means without our prior written consent. The information provided in this document is for discussion purpose only and should not be construed as legal or professional advice on any subject matter. This document is based on our understanding and interpretation of the prevailing laws and regulations. No recipients of content from this document should act or refrain from acting on the basis of any content included in the document without seeking an appropriate legal or professional advice on the particular facts and circumstances at issue. Although, the overall endeavor is to provide accurate and timely information, there can be no guarantee that such information is accurate as of the date it is received or that it will continue to be accurate in the future. The Firm, its Partners and/ or all connected persons expressly disclaim all liability whatsoever with respect to actions taken or not taken based on any or all the contents of this document. This presentation does not substitute the need to refer to the original pronouncements. Sandeep Jhunjhunwala Sandeep specializes in the areas of corporate international tax with expertise in strategic transaction advisory, cross-border tax structuring and controversy management. He also works closely with regulators and policy formulators, in providing inputs to aid in the development of new regulations. He has worked on a number of leading multi-national companies in Information Technology, Communication, Real Estate, Pharmaceuticals and e-commerce sectors. Sandeep has been an eminent speaker and panelist on tax and regulatory matters at various forums. He is a regular columnist and has written several articles and contributed podcasts on tax and regulatory matters. He is also a mentor for the Government of India’s Start-up India programme and serves as a mentor of the Direct taxes Committee of Karnataka State Chartered Accountants Association (KSCAA) and ASSOCHAM Karnataka Council. Partner, M&A Tax and Regulatory bengaluru@nangia-andersen.com +91 80 2228 0999 www.nangia-andersen.com | www.andersen.com