M/s Navis Capital (India) Pvt Ltd

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 July 31, 2019 CA No. MUM 899/2019 In the matter of M/s Navis Capital (India) Pvt Ltd Access Work Business Centre, Office no. 327, Level 3, Citi Tower, Dr. S S Rao Road, Parel Mumbai 400 012 (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 21, 2019, received at the Reserve Bank on May 10, 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):

FED, MRO, CEFA, M/s Navis Capital (India) Pvt Ltd, CA No: MUM 899/2019

I Para 9 (1) (A) of FEMA 20: Delay in reporting receipt of foreign inward remittance towards subscription to equity II Para 8 of FEMA 20: Neither the equity instruments were issued, nor the money refunded to the foreign investor within 180 days from the receipt of the inward remittance 2 Brief details of the applicant company are as follows: Date of Incorporation February 07, 2007 Its main activities are: Management Consultancy 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 S Date of Amount received Date of Para 9 (1) A Date of Para 8 No/ inward (in INR) reporting to delay allotment delay LSF remittanc RBI / refund e (DD-MM-YY) (DD-MM-YY) (DD-MM-YY) 1 20-03-07 9,35,000.00 23-05-08 1Y 1M 2D 08-07-08 0Y 9M 21D 2 10-04-07 5,40,000.00 23-05-08 1Y 0M 12D 08-07-08 0Y 9M 0D 3 09-05-07 10,00,000.00 23-05-08 0Y 11M 13D 08-07-08 0Y 8M 1D 4 29-05-07 25,02,062.00 23-05-08 0Y 10M 24D 08-07-08 0Y 7M 12D 5 13-06-07 15,89,894.00 23-05-08 0Y 10M 9D 08-07-08 0Y 6M 28D 6 13-07-07 2,51,680.00 23-05-08 0Y 9M 9D 08-07-08 0Y 5M 28D 7 06-08-07 27,49,644.00 23-05-08 0Y 8M 16D 08-07-08 0Y 5M 4D 8 12-09-07 1,62,60,000.00 23-05-08 0Y 7M 10D 08-07-08 0Y 3M 29D 9 21-09-07 9,57,713.00 23-05-08 0Y 7M 1D 08-07-08 0Y 3M 20D 10 03-10-07 39,68,965.00 23-05-08 0Y 6M 19D 08-07-08 0Y 3M 7D 11 14-02-08 2,00,000.00 25-05-08 0Y 2M 10D 08-07-08 0 12 19-03-08 2,74,000.00 25-05-08 0Y 1M 5D 08-07-08 0 TOTAL 3,12,28,958.00 In terms of Para 9 (1) (A) of FEMA 20, an Indian company issuing shares or convertible debentures 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 reported the receipt of all the 12 remittances to the Reserve Bank of India on dates indicated above with a delay ranging from 0Y 1M 5D to 1Y 1M 2D.

FED, MRO, CEFA, M/s Navis Capital (India) Pvt Ltd, CA No: MUM 899/2019

4 In respect of remmitances amounting to Rs.3,07,54,958 (Rupees Three Crore Seven Lakh Fifty Four Thousand Nine Hundred Fifty Eight and Zero Paise Only), indicated in the table above the company allotted shares/ refunded the amount after 180 days from the date of receipt of investment, with a delay ranging from 0Y 3M 7D to 0Y 9M 21D. Whereas in terms of para 8 of FEMA 20, an Indian company is required to issue shares or refund the amount within 180 days from the date of receipt of inward remittance.

5 The applicant applied for waiver of personal hearing vide e mail dated July 12, 2019. The applicant, in the compounding application, had admitted the contraventions as stated above for which compounding has been sought. It had been submitted that the contraventions were not wilful and were 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: I Para 9 (1) (A) of 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.3,12,28,958 (Rupees Three Crore Twelve Lakh Twenty Eight Thousand Nine Hundred Fifty Eight and Zero Paise Only) and with a delay ranging from minimum 0Y 1M 5D to maximum 1Y 1M 2D approximately. II Para 8 of FEMA 20, since the shares were neither issued nor the amount was refunded to the person resident outside India within the prescribed time from the date of receipt of the inward remittance. The contravention relates to total amount of Rs.3,07,54,958 (Rupees Three Crore Seven Lakh Fifty Four Thousand Nine Hundred Fifty Eight and Zero Paise Only) and with a delay ranging from minimum 0Y 3M 7D to maximum 0Y 9M 21D approximately.

7 It has been declared in the compounding application dated April 21, 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.

FED, MRO, CEFA, M/s Navis Capital (India) Pvt Ltd, CA No: MUM 899/2019

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.1,78,682 (Rupees One Lakh Seventy Eight Thousand Six Hundred Eighty Two and Zero Paise Only) will meet the ends of justice.

9 Accordingly, I compound the admitted contravention/s namely, the contravention/s of Para 9 (1) (A) of FEMA 20 and Para 8 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. 1,78,682 (Rupees One Lakh Seventy Eight Thousand Six Hundred Eighty Two 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 9 (1) (A) of FEMA 20 and Para 8 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. 11 The application is disposed of accordingly. dated: July 31, 2019 Compounding Authority (J.K. Pandey) Chief General Manager

FED, MRO, CEFA, M/s Navis Capital (India) Pvt Ltd, CA No: MUM 899/2019