Fryda Technologies Private 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 Mohan Krishnamurthy Deputy General Manager November 27, 2019 CA No. MUM 968/2019 In the matter of M/s Fryda Technologies Private Limited 201, Delta, 1 st Floor Hiranandani Gardens, Powai Mumbai-400076 (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 August 28, 2019, received at the Reserve Bank on September 24, 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 2017, notified vide Notification No FEMA 20R/2017 RB dated November 07, 2017, as amended from time to time (hereinafter referred to as FEMA 20R): (i) Para 2 of FEMA 20R: Neither the equity instruments were issued, nor the money refunded to the foreign investor within 60 days/ 75 days (as applicable) from the receipt of the inward remittance

FED, MRO, CEFA, M/s Fryda Technologies Private Limited, CA No: MUM 968/2019

2 Brief details of the applicant company are as follows: Date of Incorporation June 22, 2018 Its main activities are: Educational support services

3 The applicant received foreign inward remittances from non-resident investors towards equity shares / compulsorily convertible preference shares/ compulsorily convertible debentures and it reported the same to the Reserve Bank on dates as indicated below. Delay in reporting Foreign Direct Investment &/or delay in allotting the shares/ refunding the amount (whereas, "Y" represents delay in number of years, "M" represents delay in number of months and "D" represents delay in number of days, and LSF stands for : Late Submission Fees Sr. Date of Amount received Date of Delay in Date of Delay No/ inward (in INR) reporting to reporting allotment under LSF remittanc RBI Foreign / refund Para 2 e (DD-MM-YY) Investment (DD-MM-YY) (DD-MM-YY) 1 29-11-18 30,00,000.00 NA 0 20-09-18 0Y 2M 9D TOTAL 30,00,000.00 4 In respect of remittance amounting to Rs. 30,00,000 (Rupees Thirty Lakh and Zero Paise Only), the applicant company allotted shares prior to receipt of inward remittance. Whereas, the sequence of events envisaged under Para 2 of FEMA 20R is that the Indian company has to first receive the inward remittance and then proceed with allotment of shares. Also, in terms of Para 2 of FEMA 20R, an Indian company is required to issue shares or refund the amount within 60 days/75 days (as applicable) from the date of receipt of inward remittance. The delay under this para is 0Y 2M 9D.

5 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 November 22, 2019. The applicant applied for waiver of personal hearing vide e mail dated November 22, 2019. The applicant, in the compounding application, had admitted the contravention as stated above for which compounding has been sought. It had been submitted that the contravention was not wilful and was unintentional. 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.

6 I have given my careful consideration to the documents on record and thereafter. Accordingly, I hold that the applicant has contravened the following FEMA provisions issued in terms of:

FED, MRO, CEFA, M/s Fryda Technologies Private Limited, CA No: MUM 968/2019 (i) Para 2 of FEMA 20R, since the shares were issued before receiving the inward remittance, whereas there is no provision in FEMA 20R for issue of shares before receipt of funds. The contravention relates to total amount of Rs.30,00,000 (Rupees Thirty Lakh and Zero Paise Only) with a delay of 0Y 2M 9D approximately.

7 It has been declared in the compounding application dated August 28, 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.

8 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.65,000 (Rupees Sixty Five Thousand and Zero Paise Only) will meet the ends of justice.

9 Accordingly, I compound the admitted contravention/s namely, the contravention/s of Para 2 of FEMA 20R, 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. 65,000 (Rupees Sixty 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.

10 The above order is passed only in respect of contraventions of Para 2 of FEMA 20R 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.

FED, MRO, CEFA, M/s Fryda Technologies Private Limited, CA No: MUM 968/2019

11 The application is disposed of accordingly. dated: November 27, 2019 Compounding Authority sd/- (Mohan Krishnamurthy) Deputy General Manager