M/s OpenMarket Services India 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 J.K. Pandey Chief General Manager July 01, 2019 CA No. MUM 890/2019 In the matter of M/s OpenMarket Services India Private Limited Office No. 636, Regus Business Centre, Level 6, Pentagon P-2, Magarpatta City, Pune 411 028 (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 15, 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):

I Para 9 (1) (B) of FEMA 20: Delay in filing Form FC GPR to Reserve Bank after issue of shares to person resident outside India

FED, MRO, CEFA, M/s OpenMarket Services India Private Limited, CA No: MUM 890/2019

2 Brief details of the applicant company are as follows: Date of Incorporation November 26, 2013 Its main activities are: Computer consultancy and computer facilities management activities

3 The company allotted equity shares/compulsorily convertible preference shares/compulsorily convertible debentures and filed FC-GPRs as indicated below:

Delay in filing Form FCGPR (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 of Number of IP (FV+ Amount (IP*no Date of Para 9 (1) no/ allotment shares premium) of shares) reporting (B) delay LSF (DD-MM-YY) (in INR) (in INR) (DD-MM-YY)

1 23-05-14 9999 10.00 99,990.00 20-06-14 0 2 23-05-14 1 10.00 10.00 20-06-14 0 3 11-07-14 583001 10.00 58,30,010.00 07-08-14 0 4 07-09-15 393840 10.00 39,38,400.00 01-10-15 0 5 10-12-15 1997100 10.00 1,99,71,000.00 12-12-17 1Y 11M 1D TOTAL 2,98,39,410.00 The applicant filed form FC-GPRs as indicated above, out of which 1 form FCGPR was reported with a delay of 1Y 11M 1D. Whereas, in terms of Para 9(1) (B) of FEMA 20, an Indian company issuing shares in accordance with these Regulations has to submit to RBI a report in Form FC-GPR along with documents prescribed therein within 30 days from the date of issue of shares to Non Resident.

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 June 17, 2019. The applicant appeared for personal hearing on June 20, 2019, during which Shri Kshitij Dwivedi, Director of the company and Shri Rohan Umranikar, Consultant represented the applicant in the cabin of Shri J.K. Pandey, 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 OpenMarket Services India Private Limited, CA No: MUM 890/2019

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 Para 9 (1) (B) of FEMA 20, due to the delay in submission of Form FC-GPR to the Reserve Bank after issue of shares to persons resident outside India and the contravention relates to total amount of Rs.1,99,71,000 (Rupees One Crore Ninety Nine Lakh Seventy One Thousand and Zero Paise Only) with a delay of 1Y 11M 1D approximately.

6 It has been declared in the compounding application dated April 15, 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 contravention is to be compounded and I consider that an amount of Rs.1,10,000 (Rupees One Lakh Ten Thousand and Zero Paise Only) will meet the ends of justice.

8 Accordingly, I compound the admitted contravention/s namely, the contravention/s of Para 9 (1) (B) 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. 1,10,000 (Rupees One Lakh Ten 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.

FED, MRO, CEFA, M/s OpenMarket Services India Private Limited, CA No: MUM 890/2019

9 The above order is passed only in respect of contraventions of Para 9 (1) (B) 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. dated: July 01, 2019 Compounding Authority (J.K. Pandey) Chief General Manager