Firstrand Bank Limited

In the Reserve Bank of India Foreign Exchange Department Mumbai Regional Office Main Building, 3rd floor Shahid Bhagat Singh Marg, Fort Mumbai 400 001 Present Shri J.K. Pandey Chief General Manager May 30, 2019 CA No. MUM 888/2019 In the matter of M/s Firstrand Bank Ltd 5th Floor, TCG Financial Centre C-53, G Block, Bandra Kurla Complex, Bandra 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 April 23, 2019, received at the Reserve Bank on April 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 contraventions 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):

FED, MRO, CEFA, M/s Firstrand Bank Ltd, CA No: MUM 888/2019 a) Regulation 10A(b)(i) read with Para 10 under Schedule 1 of FEMA 20: delay in filing form FCTRS. 2 Brief details of the applicant company are as follows: Country of Incorporation South Africa Its main activities are: Commercial Banking

3 The applicant company, acquired 1,10,00,000 equity shares of Asset Reconstruction Company (India) Ltd (ARCIL) at Rs 36 per share aggregating to a total consideration of Rs 39.6 crores from ICICI Bank Ltd. The transaction was concluded in the year 2007, however form FCTRS was not filed within the timelines prescribed under the applicable FEMA Regulations. S.No Amount Involved Date of transfer Remmitance Date of Para 10 (in INR) (DD-MM-YY) date filing delay (2) (DD-MM-YY) Form FCTRS (DD-MM-YY)

1 396,000,000.00 30/06/07 06/06/07 09/04/19 11Y 8M 1D TOTAL 396,000,000.00 The applicant reported form FCTRS with a delay of 11Y 8M 1D beyond the stipulated period of 60 days. Whereas, in terms of Regulation 10 A (b) (i) read with paragraph 10 of Schedule I to Notification No. FEMA 20, in case of transfer of shares or convertible debentures of an Indian company by way of sale from a person resident in India to a person resident outside India or warrants or vice versa, form FC-TRS has to be submitted to the Authorised Dealer Bank within 60 days from the date of receipt or payment of the amount of consideration.

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 May 22, 2019. The applicant appeared for personal hearing on May 27, 2019, during which Shri Rajesh Tanna, Head of Compliance in the applicant bank represented the applicant in the cabin of Shri J.K. Pandey, Chief General Manager, Mumbai Regional Office. The representative of the applicant admitted the contraventions for which compounding has been sought. During the hearing it was submitted that delay was inadvertent and unintentional. The representative 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. 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:

FED, MRO, CEFA, M/s Firstrand Bank Ltd, CA No: MUM 888/2019 a) Regulation 10A(b)(i) read with Para 10 under Schedule 1 of FEMA 20, due to the delay in submission of Form FCTRS after transfer of shares from person resident in India to Non Resident or vice versa and the contravention relates to total amount of Rs.396,000,000 (Rupees Thirty Nine Crore Sixty Lakh and Zero Paise Only) with a delay of 11Y 8M 1D approximately.

6 It has been declared in the compounding application dated April 23, 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.1,185,000 (Rupees Eleven Lakh Eighty Five Thousand and Zero Paise Only) will meet the ends of justice.

8 Accordingly, I compound the admitted contravention/s namely, the contravention/s of Regulation 10A(b)(i) read with Para 10 under Schedule 1 of FEMA 20, 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. 1,185,000 (Rupees Eleven Lakh Eighty Five Thousand 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. 9 The above order is passed only in respect of contraventions of Regulation 10A(b)(i) read with Para 10 under Schedule 1 of FEMA 20 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.

FED, MRO, CEFA, M/s Firstrand Bank Ltd, CA No: MUM 888/2019 dated: May 30, 2019

Compounding Authority (J.K. Pandey) Chief General Manager