Euroschool Properties and Infrastructure Private Limited

Reserve Bank of India Foreign Exchange Department Mumbai Regional Office Main Building, 3rd floor Shahid Bhagat Singh Marg, Fort Mumbai 400 001 CA No. MUM 986/2019 In the matter of M/s Euroschool Properties & Infrastructure Pvt Ltd Dani Corporate Park, 158, Vidyanagri Marg, Kalina, Santacruz-East, Mumbai 400 098 (Applicant) In exercise of the powers conferred under section 15(1) of the Foreign Exchange Management Act, 1999 and the Regulations/Rules/Notifications/Orders made thereunder, I pass the following Order 1 The applicant has filed the compounding application dated October 22, 2019, received at the Reserve Bank on October 25, 2019, for compounding of contravention/s of the provisions of the Foreign Exchange Management Act, 1999 (the FEMA) and the regulations issued thereunder. The contravention/s sought to be compounded are in respect of the following (Regulations/ paras under Schedule 1 to Foreign Exchange Management (Transfer or Issue of Security by a Person Resident outside India) Regulations 2000, notified vide Notification No. FEMA 20/2000-RB dated May 3, 2000 and as amended from time to time (hereinafter referred to as FEMA 20): (i) Regulation 14(6)(ii)(a) of FEMA 20 read with Consolidated FDI Policy effective from August 28, 2017: Delay in filing Form DI to Reserve Bank after making Downstream Investment. 2 Brief details of the applicant company are as follows: Date of Incorporation December 14, 2010 Its main activities are: Providing assets on lease rental to educational institutions.

FED, MRO, CEFA, M/s Euroschool Properties Infrastructure Pvt Ltd, CA No: MUM 986/2019

3 The company made downstream investment and filed form DI/s as indicated below: Delay in filing Form DI (whereas, "Y" represents delay in number of years, "M" represents delay in number of months and "D" represents delay in number of days, LSF stands for : Late Submission Fees, IP stands for Issue Price and FV stands for Face Value

Sr. Date on Number of shares IP (FV+ Amount (IP*no of Date of Para no/ which premium) shares) reporting Regulation LSF investment (in INR) (in INR) (DD-MM- 14(6)(ii)(a) became YY) delay downstream (DD-MM-YY) 1 20-04-2017 14095 21283.56 29,99,91,786.00 09-09-2019 2Y 3M 20D LSF 08-04-2019 18324 25103.69 46,00,00,016.00 11-10-2019 LSF Paid Paid TOTAL 75,99,91,802.00 The applicant filed form DI as indicated above, out of which 1 form DI was reported with a delay of 2Y 3M 20D. Whereas, in terms of Regulation 14(6)(ii)(a) of FEMA 20 and Regulation 13.1.11 of FEMA 20R read with Consolidated FDI Policy effective from August 28, 2017, the Indian company/LLP making downstream investment is to notify RBI of its downstream investment in the prescribed form within 30 days of such investment, even if capital instruments have not been allotted, along with the modality of investment in new/existing ventures (with/without expansion programme). In case of the allotment/s amounting to Rs. 46,00,00,016 (Rupees Forty Six Crore Sixteen and Zero Paise Only) indicated in the above table as "LSF Paid", they were also reported with a delay.

In terms of Regulation 13.2 of FEMA 20R/2017-RB, the person/ entity responsible for filing the reports stipulated in Regulation 13.1 shall be liable for payment of late submission fee, as may be decided by the Reserve Bank, in consultation with the Central Government, for any delays in reporting. Since the applicant has already deposited the LSF amount, this delay has not been taken into consideration for computing the amount for compounding the contraventions. 4 The applicant was given an opportunity for personal hearing, for further submission in person and/or for producing documents, if any, in support of the application vide e-mail dated January 02, 2020. The applicant appeared for personal hearing on January 06, 2020, during which Ms. Anubha Dalmia- Company Secretary of the Company, Ms. Deepali Rangwani - Consultant and Mr. Punit Deora- Consultant represented the applicant in the cabin of Shri Aviral Jain, Chief General Manager, Mumbai Regional Office.The representatives of the applicant admitted the contravention for which compounding has been sought. During the hearing it was submitted that delay was inadvertent and unintentional.

The representatives of the applicant requested that in view of the foregoing a lenient view may be taken in disposal of the application. The application for compounding is, therefore, being considered on the basis of the averments made in the application as well as other documents and submissions made in this context by the applicant during personal hearing and thereafter.

FED, MRO, CEFA, M/s Euroschool Properties Infrastructure Pvt Ltd, CA No: MUM 986/2019

5 I have given my careful consideration to the documents on record and submissions made by the applicant during the personal hearing and thereafter. Accordingly, I hold that the applicant has contravened the following FEMA provisions issued in terms of: (i) Regulation 14(6)(ii)(a) of FEMA 20 read with Consolidated FDI Policy effective from August 28, 2017, due to the delay in submission of Form DI to the Reserve Bank after making downstream investment and the contravention relates to total amount of Rs.29,99,91,786 (Rupees Twenty Nine Crore Ninety Nine Lakh Ninety One Thousand Seven Hundred Eighty Six and Zero Paise Only) with a delay of 2Y 3M 20D approximately. 6 It has been declared in the compounding application dated October 22, 2019 that the particulars given by the applicant in the application are true and correct to the best of their/his/her knowledge and belief. It has also been declared in a declaration attached to the compounding application that the applicant was not under any enquiry/investigation/adjudication by any agency as on the date of the application and has, in this regard, not informed of initiation of any such enquiry/investigation/ adjudication proceedings against it/him/her thereafter.

It has further been declared that the applicant has not filed any appeal under section 17 or section 19 of FEMA, 1999. Accordingly, the above contraventions which are being compounded in this Order are subject to the veracity of the above declarations made by the applicant and this order is without prejudice to any other action which may be taken by any authority under the extant laws if the said declarations are subsequently discovered to be false and/or incorrect. 7 In terms of Section 13 of the FEMA, any person contravening any provision of the Act shall be liable to a penalty up to thrice the sum involved in such contravention upon adjudication. However, taking into account the relevant facts and circumstances of the case as stated in the foregoing paragraphs, I am persuaded to take a lenient view on the amount for which the contraventions are to be compounded and I consider that an amount of Rs.2,43,333 (Rupees Two Lakh Forty Three Thousand Three Hundred Thirty Three and Zero Paise Only) will meet the ends of justice. 8 Accordingly, I compound the admitted contravention/s namely, the contravention/s of Regulation 14(6)(ii)(a) of FEMA 20 read with Consolidated FDI Policy effective from August 28, 2017, by the applicant, on the facts discussed above in terms of the Foreign Exchange (Compounding Proceedings) Rules, 2000 on payment of an amount of Rs. 2,43,333 (Rupees Two Lakh Forty Three Thousand Three Hundred Thirty Three and Zero Paise Only) which shall be deposited by the applicant with the Reserve Bank of India, Foreign Exchange Department, Mumbai Regional Office, Main Building, 3rd floor, Shahid Bhagat Singh Marg, Fort, Mumbai-400001 by a demand draft drawn in favour of the "Reserve Bank of India" and payable at Mumbai within a period of 15 days from the date of this order.

In case of failure to deposit the compounded amount within the above-mentioned period, Rule 10 of the Foreign Exchange (Compounding Proceedings) Rules, 2000 dated May 3, 2000 shall apply.

FED, MRO, CEFA, M/s Euroschool Properties Infrastructure Pvt Ltd, CA No: MUM 986/2019

9 The above order is passed only in respect of contraventions of Regulation 14(6)(ii)(a) of FEMA 20 read with Consolidated FDI Policy effective from August 28, 2017 and does not restrict the right of any other authority to proceed against the Company for any other violations/contraventions noticed at any point of time.

10 The application is disposed of accordingly. sd/- (Aviral Jain) Chief General Manager and Compounding Authority January 07, 2020