SOBO Estate Development 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 September 06, 2019 CA No. MUM 882/2019 In the matter of M/s Sobo Estate Development Private Limited Jindal Mansion, 5 A, Dr. G Deshmukh Marg, Pedder Road, Mumbai- 400026 (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 16, 2019, received at the Reserve Bank on April 23, 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 Para 9 (1) (A) of FEMA 20: Delay in reporting receipt of foreign inward remittance towards subscription to equity II 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 Sobo Estate Development Private Limited, CA No: MUM 882/2019

2 Brief details of the applicant company are as follows: Date of Incorporation December 19, 2007 Its main activities are: Real Estate

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 Sr. Date of Amount received Date of Para 9 (1) A/ Date of Para 8 No/ inward (in INR) reporting Regulation 13.1 allotment delay LSF remittan to RBI (1) delay / refund ce (DD-MM-YY) (DD-MM-YY) (DD-MM-YY)

1 29-03-08 19,90,00,000.00 29-04-08 0 31-03-08 0Y 0M 0D 2 28-03-08 1,77,33,25,000.00 29-04-08 0Y 0M 1D 31-03-08 0Y 0M 0D 3 15-04-08 2,76,75,000.00 29-04-08 0 15-04-08 0Y 0M 0D 4 18-03-10 1,45,80,974.00 21-04-10 0Y 0M 3D 20-03-10 0Y 0M 0D 5 18-03-10 22,84,00,000.00 21-04-10 0Y 0M 3D 22-03-10 0Y 0M 0D 6 04-11-10 22,84,35,776.00 03-12-10 0 02-04-11 0Y 0M 0D 7 08-11-10 16,04,00,000.00 03-12-10 0 02-04-11 0Y 0M 0D 8 30-11-11 48,60,00,000.00 12-12-11 0 27-03-12 0Y 0M 0D 9 14-05-13 2,59,55,950.00 10-07-13 0Y 0M 26D 26-09-13 0Y 0M 0D 10 22-05-13 2,00,44,050.00 10-07-13 0Y 0M 18D 26-09-13 0Y 0M 0D TOTAL 3,16,38,16,750.00 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 company reported receipt of remittances to the Reserve Bank of India on dates indicated above in 5 out of 10 total remittances with a delay ranging from 0Y 0M 1D to 0Y 0M 26D.

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

FED, MRO, CEFA, M/s Sobo Estate Development Private Limited, CA No: MUM 882/2019

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 shares IP (FV+ Amount (IP*no Date of Para 9 (1) no/ allotme premium) of shares) reporting (B) delay LSF nt (in INR) (in INR) (DD-MM-YY) (DD-MM- YY)

1 31-03-08 19723 100000.00 1,97,23,00,000.00 29-04-08 0 2 15-04-08 277 100000.00 2,77,00,000.00 29-04-08 0 3 20-03-10 235177 62.00 1,45,80,974.00 21-04-10 0Y 0M 1D 4 22-03-10 2284 100000.00 22,84,00,000.00 21-04-10 0 5 02-04-11 3684448 62.00 22,84,35,776.00 29-04-11 0 6 02-04-11 1604 100000.00 16,04,00,000.00 29-04-11 0 7 27-03-12 4860 100000.00 48,60,00,000.00 25-04-12 0 8 26-09-13 460 100000.00 4,60,00,000.00 25-10-13 0 9 11-10-17 90652005 10.00 90,65,20,050.00 09-11-17 0 10 11-10-17 27917810 10.00 27,91,78,100.00 09-11-17 0 TOTAL 4,34,95,14,900.00 The applicant filed form FC-GPRs as indicated above, out of which 1 form FCGPR was reported with a delay of 0Y 0M 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.

5 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 September 03, 2019. The applicant appeared for personal hearing on September 06, 2019, during which Shri Devendra Kumar Hindka, authorised representative of the company and Shri Padmanabhan Nair, 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 contraventions 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.

6 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:

FED, MRO, CEFA, M/s Sobo Estate Development Private Limited, CA No: MUM 882/2019

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.2,06,23,05,974 (Rupees Two Hundred Six Crore Twenty Three Lakh Five Thousand Nine Hundred Seventy Four and Zero Paise Only) and with a delay ranging from minimum 0Y 0M 1D to maximum 0Y 0M 26D approximately. II 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.1,45,80,974 (Rupees One Crore Forty Five Lakh Eighty Thousand Nine Hundred Seventy Four and Zero Paise Only) with a delay of 0Y 0M 1D approximately. 7 It has been declared in the compounding application dated April 16, 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. The Directorate of Enforcement vide letter dated August 11, 2017 had sought certain information from RBI relating to the applicant company and its Non Resident investor. Accordingly, RBI, vide letter FED.MRO.CEFA/5071/76.01.122/2018-19 dated June 21, 2019 had sought comments from DoE to be furnished within 30 days as to whether it had objection, if any, in terms of the Proviso to Rule 8(2) of the Compounding Rules to compounding of contraventions sought to be compounded by the applicant. A reminder dated July 24, 2019 was issued to DoE in this regard giving another 7 days to respond. DoE has not furnished any response whatsoever. Accordingly, the above contraventions which are being compounded in this Order, is without prejudice to any action which may be taken by any authority under the extant laws.

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.61,667 (Rupees Sixty One Thousand Six Hundred Sixty Seven 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 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. 61,667 (Rupees Sixty One Thousand Six Hundred Sixty Seven 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 Sobo Estate Development Private Limited, CA No: MUM 882/2019

10 The above order is passed only in respect of contraventions of Para 9 (1) (A) of FEMA 20 and 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.

11 The application is disposed of accordingly. dated: September 06, 2019 Compounding Authority Sd/- (J.K. Pandey) Chief General Manager