ProcessMAP India Private Limited

In the RESERVE BANK OF INDIA Foreign Exchange Department Secretariat Road Saifabad, Hyderabad 500 004 Present R Subramanian Regional Director Date: May 11, 2018 C.A. HYD 285 In the matter of M/s. ProcessMAP India Private Limited 1st Floor, A-Wing Softsol Tower-2, Plot No. 4 Infocity, Software Units Layout, Madhapur Hyderabad – 500 081 (Applicant) In exercise of the powers conferred under Section 15 (1) of Foreign Exchange Management Act, 1999 and the Regulations/ Rules/ Notifications/ Orders made there under, I pass the following Order The applicant has filed the compounding application dated February 13, 2018 received on February 16, 2018 for compounding of contraventions of the provisions of the Foreign Exchange Management Act, 1999 (the FEMA) and the regulations issued thereunder. The contraventions sought to be compounded are (i) delay in reporting receipt of foreign inward remittances; (ii) delay in submission of Form FC- GPR to Reserve Bank of India after issue of shares towards subscription to equity and (iii) delay in allotment of shares to the foreign investor beyond 180 days from the date receipt of foreign inward remittance and delay in receipt of foreign inward remittances after allotment of shares in terms of Paragraph 9(1)(A), Paragraph 9(1)(B) and Paragraph 8 respectively of Schedule 1 to Foreign Exchange

Compounding of contraventions under FEMA 1999 M/s ProcessMAP India Private Limited CA No. HYD 285

Management (Transfer or Issue of Security by a Person Resident Outside India) Regulations, 2000 notified vide Notification No. FEMA.20/2000-RB dated May 03, 2000 (hereinafter referred to as Notification No. FEMA 20/2000-RB) as then applicable.

2. The relevant facts of the case are as follows: a) The applicant is a resident company incorporated as Private Limited Company under the Companies Act, 1956 on 22.06.2015 (CIN: U72300TG2015FTC099423). The company is engaged in the business of development, integration and support of software products. b) The applicant had received foreign inward remittances from the foreign investor towards advance for subscription to equity shares as indicated below.

Sl Name of Remitter Total Amount Date of Date of No (INR) Receipt Reporting 1 ProcessMAP 642223 12.08.2015 13.08.2015 Corporation 2 ProcessMAP 1930533 13.08.2015 14.08.2015 Corporation 3 ProcessMAP 2509642 17.11.2015 18.11.2015 Corporation 4 ProcessMAP 6360827 17.11.2015 18.11.2015 Corporation 5 ProcessMAP 6948452 22.03.2016 30.03.2016 Corporation 6 ProcessMAP 2444 08.03.2017 18.09.2017 Corporation 7 ProcessMAP 700 11.05.2017 18.09.2017 Corporation Total 1,83,94,821

The applicant received the foreign inward remittances amounting to `1,83,94,821/- as indicated above out of which remittances amounting to `3,144/- were reported to Reserve Bank of India with delays ranging from 3

Compounding of contraventions under FEMA 1999 M/s ProcessMAP India Private Limited CA No. HYD 285 months 8 days to 5 months 11 days approximately beyond the prescribed period of 30 days. Whereas in terms of Paragraph 9(1)(A) of Schedule 1 to Notification No. FEMA 20/2000-RB, 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. c) The company allotted shares and filed form FC-GPRs as indicated below:

Sl Name of investor Date of Number of Amount for Date of No allotment shares/CCPS which shares reporting of shares allotted allotted (INR) 1 ProcessMAP 01.09.2015 9998 99980 24.12.2015 Corporation 2 ProcessMAP 22.10.2015 247020 2470200 24.12.2015 Corporation 3 ProcessMAP 23.11.2015 242482 2424820 24.12.2015 Corporation 4 ProcessMAP 20.05.2016 1339982 13399820 09.02.2018 Corporation Total 1839482 1,83,94,820

The applicant filed form FCGPRs for issue of shares amounting to `1,83,94,820/- as indicated above with delays ranging from 1 day to 1 year 7 months 21 days approximately beyond the stipulated period of 30 days. Whereas in terms of Paragraph 9(1)(B) of Schedule 1 to Notification no. FEMA 20/2000-RB, an Indian company issuing shares in accordance with these Regulations has to submit to Reserve Bank of India a report in form FCGPR along with documents prescribed therein within 30 days from the date of issue of shares to person resident outside India.

Compounding of contraventions under FEMA 1999 M/s ProcessMAP India Private Limited CA No. HYD 285 e. The company has delayed in allotting shares to the foreign investors beyond the stipulated period of 180 days in respect of remittances aggregating to `87,398/- and the delay is 5 days approximately.

Sl Name of Date of Total Amount Excess share Date of No investor receipt (INR) application allotment money (INR) 1 ProcessMAP 17.11.2015 2509642 87398 20.05.2016 Corporation Total 87,398

Whereas in terms of Paragraph 8 of Schedule 1 to Notification No. FEMA 20/2000-RB, if the shares are not issued within 180 days from the date of receipt of the inward remittance, the amount of consideration so received shall be refunded to the person concerned, provided the Reserve Bank may on an application made to it and for sufficient reasons permit to refund the amount of consideration received towards issue of security, if such amount is outstanding beyond a period of 180 days from the date of receipt. The amendment in Paragraph 8 of Schedule 1 to Notification No. FEMA 20/20000-RB was introduced by issue of Foreign Exchange Management (Transfer or Issue of Security by a Person outside India) (Third Amendment Regulation, 2007 notified, vide Notification No. FEMA 170/2007-RB dated 13th November, 2007 in the official Gazette of the Govt. of India. f. The company has received the foreign inward remittances amounting to `3,144/- after allotment of shares to the foreign investor with delays ranging from 9 months 16 days to 11 months 21 days approximately. The company has thus contravened provisions of Paragraph 8 of Schedule 1 to FEMA Notification No. 20 dated May 03, 2000. Details of the said transaction are tabulated as below:

Compounding of contraventions under FEMA 1999 M/s ProcessMAP India Private Limited CA No. HYD 285

Sl Name of Date of Amount for Date of No investor allotment of which shares receipt of shares allotted (INR) remittance 1 ProcessMAP 20.05.2016 2444 08.03.2017 Corporation 2 ProcessMAP 20.05.2016 700 11.05.2017 Corporation Total 3,144

3. (a) The applicant was given an opportunity for personal hearing vide Reserve Bank’s letter No. HY.FE.FID/1926/14.66.003/2017-18 dated May 04, 2018 for further submission in person and/or producing documents, if any, in support of the application. (b) The applicant appeared for personal hearing on May 09, 2018 during which Shri. GVS Jagannadha Rao, Director and Shri. NPS Kumar, Director-Finance represented the applicant. The Director of the company admitted the contraventions for which the compounding has been sought. During the personal hearing it was submitted that the delay was not wilful or with a malafide intention but was on account of administrative reasons. In view of the foregoing, the representative of the applicant requested to take a lenient view 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 the submissions made in this context by the applicant during the personal hearing.

4. I have given my careful consideration to the documents on record. Accordingly, I hold that the applicant has contravened the following FEMA provisions issued in terms of:- (a) Paragraph 9(1)(A) of Schedule 1 to Notification No. FEMA 20/2000-RB for delay in reporting the receipt of consideration towards issue of shares amounting to Compounding of contraventions under FEMA 1999 M/s ProcessMAP India Private Limited CA No. HYD 285

`3,144/- and the delay ranges from 3 months 8 days to 5 months 11 days approximately. (b) Paragraph 9(1)(B) of Schedule 1 to Notification No. 20/2000-RB for delay in submission of Form FC-GPR to Reserve Bank of India after issue of shares to persons resident outside India and the contravention relates to an amount of ` 1,83,94,820/- and the period of contravention ranges from 1 day to 1 year 7 months 21 days approximately.

(c) (i) Paragraph 8 of Schedule 1 to Notification No.20/2000-RB for delay in allotment of shares to the foreign investor and the contravention relates to an amount of ` 87,398/- and the delay is 5 days approximately. (ii) Paragraph 8 of Schedule 1 to Notification No.20/2000-RB for delay in receipt of foreign inward remittance after allotment of shares to the foreign investor and the contravention relates to an amount of ` 3,144/- and the delay ranges from 9 months 16 days to 11 months 21 days approximately.

5. It has been declared in the compounding application dated February 13, 2018 that the particulars given by the applicant in the application are true and correct to the best of their knowledge and belief. It has been declared in the declaration dated February 13, 2018 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. 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.

Compounding of contraventions under FEMA 1999 M/s ProcessMAP India Private Limited CA No. HYD 285

6. 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. 94,817/- (Rupees Ninety Four Thousand Eight Hundred Seventeen Only) will meet the ends of justice.

7. Accordingly, I compound the admitted contraventions, namely, the contraventions of Paragraph 9(1)(A), Paragraph 9(1)(B) and Paragraph 8 of Schedule 1 to Notification No. FEMA-20/2000-RB 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. 94,817/- (Rupees Ninety Four Thousand Eight Hundred Seventeen Only) which shall be deposited by the applicant with the Reserve Bank of India, Foreign Exchange Department, 1st Floor, Saifabad, Hyderabad - 500004 by a demand draft drawn in favour of the "Reserve Bank of India" and payable at Hyderabad 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, Rule10 of the Foreign Exchange (Compounding Proceedings) Rules, 2000 dated May 3, 2000 shall apply.

The application is disposed accordingly.

Dated this 11th day of May 2018

Sd/- (R Subramanian) Regional Director

Compounding of contraventions under FEMA 1999 M/s ProcessMAP India Private Limited CA No. HYD 285