M/s Brunswick Corporate Communications LLP

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 October 15, 2019 CA No. MUM946/2019 In the matter of M/s Brunswick Corporate Communications LLP Unit 814, 8th Floor, Capital Building, Plot No C-70, G Block Bandra Kurla Complex, Mumbai 400 051 (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 14, 2019, received at the Reserve Bank on August 20, 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) Paragraph 7(1) (for the period upto 02.03.17) and 6(1) (for the period 03.03.2017 to 06.11.2017) of Schedule 9 to FEMA 20: Delay in reporting receipt of foreign inward remittance towards subscription to equity

FED, MRO, CEFA, M/s Brunswick Corporate Communications LLP, CA No: MUM 946/2019

2 Brief details of the applicant are as follows: Date of Incorporation July 04, 2014 Its main activities are: Other professional, scientific and technical activities

3 The applicant received foreign inward remittances from non-resident investors towards equity investment and reported the same to the Reserve Bank on dates indicated as below.

Delay in reporting Foreign Direct Investment (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 Paragraph 7(1) (for the period upto No/ inward (in INR) reporting to 02.03.17) and 6(1) (for the period LSF remittanc RBI 03.03.2017 to 06.11.2017) of Schedule e (DD-MM-YY) 9 (DD-MM-YY) 1 01-12-14 1,01,97,960.00 24-07-15 0Y 6M 22D 2 15-04-15 1,80,86,000.00 27-10-15 0Y 5M 11D 3 22-07-15 2,71,88,000.00 30-10-15 0Y 2M 7D 4 29-03-17 1,58,04,000.00 01-02-19 1Y 9M 3D LSF 2,09,80,000.00 04-01-19 LSF Paid Paid 26-12-17 TOTAL 9,22,55,960.00

In terms of Paragraph 7(1) (for the period upto 02.03.17) and 6(1) (for the period 03.03.2017 to 06.11.2017) of Schedule 9 to FEMA 20, an Indian LLP receiving Foreign Direct Investment in accordance with these Regulations should report to the Reserve Bank of India as per the prescribed procedure not later than 30 days from the date of receipt of the amount of consideration. However the applicant company reported receipt of remittances to the Reserve Bank of India on dates indicated above in 4 out of 5 total remittances with a delay ranging from 0Y 2M 7D to 1Y 9M 3D. In case of the remittance/s amounting to Rs. 2,09,80,000 (Rupees Two Crore Nine Lakh Eighty Thousand 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.

FED, MRO, CEFA, M/s Brunswick Corporate Communications LLP, CA No: MUM 946/2019

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 October 04, 2019. The applicant applied for waiver of personal hearing vide e mail dated October 07, 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.

5 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:

(i) Paragraph 7(1) (for the period upto 02.03.17) and 6(1) (for the period 03.03.2017 to 06.11.2017) of Schedule 9 to FEMA 20, due to the delay in reporting of receipt of foreign inward remittance towards subscription towards shares as detailed above. The contravention relates to total amount of Rs.7,12,75,960 (Rupees Seven Crore Twelve Lakh Seventy Five Thousand Nine Hundred Sixty and Zero Paise Only) and with a delay ranging from minimum 0Y 2M 7D to maximum 1Y 9M 3D approximately.

6 It has been declared in the compounding application dated August 14, 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.1,68,333 (Rupees One Lakh Sixty Eight Thousand Three Hundred Thirty Three and Zero Paise Only) will meet the ends of justice.

FED, MRO, CEFA, M/s Brunswick Corporate Communications LLP, CA No: MUM 946/2019

8 Accordingly, I compound the admitted contravention/s namely, the contravention/s of Paragraph 7(1) (for the period upto 02.03.17) and 6(1) (for the period 03.03.2017 to 06.11.2017) of Schedule 9 to 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. 1,68,333 (Rupees One Lakh Sixty Eight 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.

9 The above order is passed only in respect of contraventions of Paragraph 7(1) (for the period upto 02.03.17) and 6(1) (for the period 03.03.2017 to 06.11.2017) of Schedule 9 to 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. dated: October 15, 2019 Compounding Authority (J.K. Pandey) Chief General Manager