Miniso Life Style Pvt. Ltd.

In the RESERVE BANK OF INDIA Foreign Exchange Department 6, Sansad Marg New Delhi-110001 Present Ajay Kumar Regional Director for Delhi and CGM, New Delhi Date: November 21, 2019 CA No. NDL 478/2019 In the matter of Miniso Life Style Private Limited 9th Floor, Welldone Tech Park, Sohna Road Sector-48, Gurugram, Haryana – 122018 (Applicant) In exercise of the powers under Section 15(1) of Foreign Exchange Management Act, 1999 and the Regulations/ Rules/ Notifications/ Orders made thereunder, I pass the following Order. ORDER The applicant has filed the compounding application dated May 29, 2019 (received at Reserve Bank of India, New Delhi on June 26, 2019) for compounding of contravention of the provisions of the Foreign Exchange Management Act, 1999 (hereinafter referred to as FEMA) and the regulations issued thereunder. The contravention sought to be compounded is of delay in reporting foreign inward remittance received for issue of shares, in terms of paragraph 9(1)(A) of 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 (hereinafter referred to as FEMA 20/2000-RB), as amended from time to time. 2. The relevant facts of the case are as follows: (a) The applicant company, incorporated on June 22, 2017, is engaged in the business of wholesale of textiles, fabrics, yarn, household linen, articles of clothing, floor

Miniso Life Style Private Limited CA No. NDL 478/2019 coverings and tapestry, sports clothes. (b) The applicant had reported the receipt of foreign inward remittance from its foreign investor, M/s Miniso International Co. Limited, China, on nine occasions. Reporting of receipt of inward remittance of ₹9,78,32,844/- on July 20, 2017 was done by the applicant on September 07, 2017 with a delay of 19 days, beyond the prescribed period in contravention of paragraph 9(1)(A) of Schedule 1 to FEMA 20/2000-RB, as then applicable. Whereas, in terms of paragraph 9(1)(A) of Schedule 1 to FEMA 20/2000-RB, an Indian company issuing shares or convertible debentures or warrants in accordance with these Regulations shall submit through AD bank to the Regional Office concerned of the Reserve Bank under whose jurisdiction the Registered office of the company operates, not later than 30 days from the date of receipt of the amount of consideration received by Indian company for issue of shares or convertible debentures or warrants, a report in Advance Reporting Form as specified by Reserve Bank from time to time along with a copy/ies of documents prescribed therein. On two other occasions the delays in reporting were in contravention of the provisions of Regulation 13.1(1) of FEMA 20(R)/2017-RB, as then applicable, and the applicant has paid Late Submission Fee (LSF) for the said contraventions, as required in terms of Regulation 13.2 of FEMA 20(R)/2017-RB. (c) Thus, there is contravention of paragraph 9(1)(A) of Schedule 1 to FEMA 20/2000- RB, as then applicable.

3. The applicant was given an opportunity for personal hearing for further submission in person and/ or by producing documents, if any, in support of the application. Ms Khyati Sharma, Company Secretary and Shri Bhupendra Kaushik, Consultant, appeared for personal hearing on November 20, 2019 on behalf of the applicant. The representatives of the applicant admitted the contravention committed by the applicant for which compounding has been sought. During the personal hearing, they submitted that the contravention was without any malafide or wilful intention but was mainly due to lack of awareness about FEMA compliances. They requested for a lenient view in the matter. The application for compounding is, therefore, being considered on the basis of averments made in the application as well as other documents and submissions made during the personal hearing.

Miniso Life Style Private Limited CA No. NDL 478/2019

4. I have given my careful consideration to the documents on record and submissions made by the applicant during the personal hearing. Accordingly, I hold that the applicant has contravened the provision of paragraph 9(1)(A) of Schedule 1 to FEMA 20/2000-RB, as then applicable, on account of delay in reporting of foreign inward remittance received for issue of shares as detailed in paragraph 2(b) above. The contravention relates to an amount of ₹9,78,32,844/- (Rupees Nine Crore Seventy Eight Lakh Thirty Two Thousand Eight Hundred and Forty Four only) and the period of delay is 19 days.

5. It has been declared in the compounding application dated May 29, 2019, that the particulars given by the applicant in the application are true and correct to the best of their knowledge and belief. It has also been declared in the declaration dated May 29, 2019 furnished with 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, thereafter. It has further been declared that the applicant has not filed any appeal under Section 17 or Section 19 of FEMA. Accordingly, the above contravention which is being compounded in this Order is 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.

6. In terms of Section 13 of 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. After considering the submissions made by the applicant and the entire facts and circumstances of the case I am persuaded to compound the contravention, in line with the Guidance Note on Computation Matrix prescribed as part of Master Direction – Compounding of Contraventions, framed in accordance with the Foreign Exchange (Compounding Proceedings) Rules, 2000. Accordingly, it stands to reason that payment of an amount of ₹14,000/- (Rupees Fourteen Thousand only) will meet the ends of justice in the circumstances of this case.

7. Accordingly, I compound the admitted contravention of paragraph 9(1)(A) of Schedule 1 to FEMA 20/2000-RB, as then applicable, by the applicant based on the Miniso Life Style Private Limited CA No. NDL 478/2019 facts detailed above in terms of the Foreign Exchange (Compounding Proceedings) Rules, 2000, on payment of an amount of ₹14,000/- (Rupees Fourteen Thousand only) which shall be deposited by the applicant with the Reserve Bank of India, Foreign Exchange Department, 6, Sansad Marg, New Delhi - 110001 by a demand draft drawn in favour of the “Reserve Bank of India” and payable at New Delhi 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.

The application is disposed accordingly.

Dated this the 21st day of November 2019.

Sd/- (Ajay Kumar) Regional Director for Delhi and CGM, New Delhi