FEMA clarifies that renounced rights issues to NRIs on non-repatriation basis may not require valuation reports solely due to NRI status.
NRI Rights Issue Without Repatriation: Valuation Not Mandatory
Recent guidance under FEMA clarifies that when an Indian company offers rights shares, and existing shareholders renounce in favour of NRIs on a non-repatriation basis, a formal valuation report under Rule 3 of the Companies (Share Capital and Debentures) Rules, 2014 may not be mandatory.
The reasoning hinges on the non-repatriable nature of the investment, which falls outside the scope of foreign direct investment (FDI) and, therefore, RBI’s pricing guidelines. The transaction is treated as domestic, provided funds are remitted from NRO accounts or local sources without repatriation rights.
However, proper board approvals, compliance with the Companies Act, and disclosure in annual returns (FC-GPR) to RBI are still required. Practitioners should distinguish between repatriable and non-repatriable transactions to avoid unnecessary compliance burden.
Citations
- FEMA Regulations, Schedule 1; Companies Act, 2013
