Cross-Training Seminar-CSD Familiarization Program May 30, 2012

1. Cross-Training Seminar-CSD Familiarization Program May 30, 2012 Foreign Institutional Investor/Foreign Direct Investments/Qualified Foreign Investor and Custodian Processes Mumbai, India

2. Agenda • Foreign Institutional Investors / Sub-Account • Account Set-Up • SEBI Registration • Investment Structure • Investments & Other Regulations 2) Foreign Direct Investment • Regulation & Investment Modes 3) Qualified Foreign Investor • Account Set-Up • Investments & Other Regulations 4) IL&FS Securities Services Limited (ISSL) • Custodial Services Mumbai, India

3. Foreign Institutional Investor • A FII is an entity established or incorporated outside India which proposes to make investments in India. • The following entities / funds are eligible to get registered with SEBI as a FII: Pension Funds Mutual Funds Investment Trust Insurance or reinsurance Companies Foundations or Charitable Trusts Bank Endowment Funds University Funds Asset Management Companies Investment Manager / Advisor (on behalf of Broad Based Funds) (on behalf of Broad Based Funds) Institutional Portfolio Managers Trustees (on behalf of Broad Based Funds) (on behalf of Broad Based Funds) Mumbai, India

4. FII Sub-Account • Sub-account includes those foreign Corporates, and Institutions, Funds or Portfolios established or incorporated outside India on whose behalf investments are proposed to be made in India by a FII. • The following entities / Funds are eligible to get registered as a Sub-Account University Fund Endowment Fund Charitable Trust / Society Broad-based Fund or Portfolio Foreign Corporate Foreign Individual. Proprietary fund of a registered FII Mumbai, India

5. FII / Sub-Account – Account Set-up • Application for registration to be made by the FII to SEBI in the prescribed • forms • The SEBI Registration fees is $5000 and $1000 for the FII and Sub-Account • respectively and the registrations are perpetual. • The FII must appoint the following Market Intermediaries: • SEBI approved Domestic Custodian - any entity registered with SEBI to • carry on the activity of providing custodial services in respect of securities • RBI approved Designated Bank - any bank in India which has been • authorized by the Reserve Bank of India to act as a banker to FII. • SEBI registered Broker - any broker approved to executes trade on Stock • Exchanges • Tax Advisor - To obtain PAN details, Compute and File Tax returns on • behalf of the FII. Mumbai, India

6. FII / Sub-Account – Account Set-up Mumbai, India

7. FII – SEBI Registration ISSL works with clients to complete the FII / Sub accounts application form. Client forwards to ISSL to review before submission to SEBI ISSL reviews application ISSL reverts to client with suggestions / Clarifications on FII / Sub – Accounts approval process ISSL works with clients to complete the FII / Sub accounts application form. Client forwards to ISSL to review before submission to SEBI SEBI reviews the application forms & supporting documents. ISSL follows up with SEBI on status of the application SEBI has queries on the application SEBI issues approval to the FII / Sub-Account. Copy of approval is sent to ISSL. ISSL follows up with SEBI on status of the application SEBI informs ISSL / FII of queries. ISSL advises client, who arranges for amendments if the applications / clarification to SEBI queries. ISSL advises client on receipt of approval from SEBI Mumbai, India

8. Foreign Institutional Investor – Investment Structure FII making proprietary investments FII’s investing through sub-accounts Multiple Investment Manager (MIM) structure FII making Proprietary Investments FII Investment Manager Sub Account Fund Sub Account Fund Sub Account Fund FII Investing Fund Sub Account Fund Pool managed by IM 1 Sub Account Fund Pool managed by IM 2 Sub Account Fund Pool managed by IM 3 Mumbai, India

9. FII / Sub-Accounts - Investments & Other Regulations • Financial Instruments available for FII investments: • Securities in primary and secondary markets including shares, debentures and warrants of companies, unlisted, listed or to be listed on a recognized stock exchange in India; • Units of mutual funds; • Government Securities, other debt instruments; • Derivatives traded on a recognized stock exchange; • Commercial papers. • Security Receipts • For Normal FII (70-30 Route), the total investment in Equity and Equity related instruments, shall not be less than 70% of aggregate of all investments. For100% Debt FII, 100% investments, shall be made in debt securities only. Mumbai, India

10. FII / Sub-Accounts - Investments & Other Regulations SEBI / RBI Limits on FII Equity Investments • FII, on its own behalf, shall not invest in equity more than 10% of total issued • capital of an Indian company. • Investment on behalf of each sub-account shall not exceed 10% of total issued capital of an India company. • For the sub-account registered under Foreign Companies/Individual category, the investment limit is fixed at 5% of total issued capital. • These limits are within overall limit of 24% / 49 % / 74% or the sectoral caps, as applicable and prescribed by Government of India / Reserve Bank of India. • Must adhere to disclosure / compliance requirements in The SEBI (Substantial acquisition of shares and takeovers, SAST) Regulations and The SEBI (insider trading) • Must repatriate fund proceeds subject to deduction of applicable taxes and Forex deals must be executed from underlying securities transactions. Mumbai, India

11. Foreign Direct Investments • Foreign Direct Investment (FDI) is a cross border Long-term Investment by an overseas investor into a Company with an objective to establish a ‘Lasting Interest’ and an active participation in the Management & Governance of the Enterprise. • FDI investment is considered to be more reliable & dependable on account of its Long term nature as compared to the Foreign Portfolio Investment, which generally has a shorter Investment horizon. • While the Portfolio Investor has an over riding objective of realizing Large capital gains, the traditional Foreign Direct Investors does not start off with a pre -conceived plan of exiting & generally stays invested over large periods of time. Mumbai, India

12. FDI – Regulations & Investment Modes • The Indian FDI is regulated by the FDI Policy guidelines administered by the Ministry of Commerce. The Department of Industrial Policy and Promotions (DIPP) & Foreign Investment Promotion Board (FIPB) assist the Government in the FDI Policy formulation. • The Government has mandated the Reserve Bank of India to monitor the Administration & Compliance aspect of the FDI. • The FDI policy have been progressively liberalized since the early Nineties to facilitate large scale Foreign Investment in Indian Companies. Automatic & Prior Government Permission are the two routes available for making Foreign Direct Investments in Indian Companies. • Automatic Route : FDI up to 100% is allowed under this route in all Sector/Industries except where specific restrictions are placed by the Government of India. Investments in the Sectors / Industries to the extent permitted under the Automatic Route do not require any prior approval from the Government, RBI or any other Agency. Mumbai, India

13. FDI – Regulations & Investment Modes • Government Permission Route : Investment in the Sector and Industries not covered under the Automatic Route require prior approval of the Government. Specific approval in these sector are required to be obtained from the FIPB, Department of Economic Affairs & Ministry of Finance. • Global Depository Receipts, American Depository Receipts, Foreign Currency Convertible Bonds and External Commercial Borrowings are some of the often used modes of FDI Investments of the Overseas Investors into Indian companies. Government clearances are not required for such issuances except when the RBI sectoral caps are exceeded or the Investment does not fall under the Automatic Route. • Any Indian company receiving Overseas FDI under the Automatic or the Government Approval scheme is obliged to submit the Investment details to the RBI. • Company to report within Thirty days, the details of the receipt of amount of consideration along with the KYC report of the overseas investor to RBI. • Details of the share issuance to the overseas investor to be reported to the RBI within Thirty days from the date of issuance, along with the prescribed supporting documents. Mumbai, India

14. Qualified Foreign Investor • A Qualified Foreign Investor (QFI) is a person not resident in India & not registered with SEBI as a FVCI, FII or a Sub-Account • The QFI entity should be a resident of the country that is: • Compliant with Financial Action Task Force standards and • Signatory to International Organization of Securities Commission. • The following are the list of countries that are FATF compliant. • The QFIs should meet the SEBI prescribed Know Your Customers (KYC) guidelines. Mumbai, India

15. Qualified Foreign Investor - Account Set-up • The QFI must appoint a SEBI approved Qualified Depository Participant (QDP). The QDP serves as an entry point for the QFI for its investments. • The QDP shall complete the KYC of the QFI after ensuring that the end beneficial ownership of the QFI is not a resident in India. • It has to ensure compliance with all SEBI requirements, the PML acts and FATF Rules and regulations. • It shall obtain PAN on behalf of the QFI. • It shall set up a Securities Depository account to hold the investments of the QFI. • It shall assist the QFI set up and open Trading account with SEBI registered Brokers to execute trades on the Exchanges. • It shall set up and open ‘Single Rupee Pool Account’ with the Authorized Bank (Category – 1 Bank) for the purpose of repatriation and remittance of QFI funds. Mumbai, India

16. QFI – Investments & Other Regulations • A QFI can Purchase and Sell Listed equity shares and Mutual Funds through the QDP. It shall transact only on “Delivery basis”. • It can apply for Equity shares in Public issues & make purchase as against Right issues. • It can receive Bonus shares and shares arising out of Stock spilt & Consolidation. • It can tender Equity shares in Open offers and Buy-Back of listed companies. • The total shareholding by an individual QFI shall not exceed Five percent of the paid up Equity capital of the investee Company at any point of time. • The aggregate shareholding of all QFIs shall not exceed ten percent of paid up equity capital of the investee company. • The limits are over and above the FII and NRI investment ceilings prescribed under the Portfolio Investment Scheme. However, these limits are within the overall limit of 24% / 49% / 79% or the sectoral caps as applicable and prescribed by the Govt of India / Reserve Bank of India. Mumbai, India

17. QFI – Investments & Other Regulations • The QFI sales proceeds to be repatriated by the QDP to the Overseas Bank account of the QFI within Five working days after deduction and remittances of tax to the relevant Tax authorities. • The QFI funds to be repatriated back to the Overseas Bank account of the QFI within Five working days in case no purchases are executed. • Dividend income received to be repatriated back (after deduction and remittance of tax) to the Overseas Bank account of the QFI within Five working days or to be invested in fresh purchases. • The QFI investments details to be reported to the depositories on a Daily basis by the QDP. Mumbai, India

18. Investment Options Investment Spectrum Route of Investment FII FDI QFI Unlisted Equity   Listed Equity    Primary Issuances    ADR / GDR  Government Debt  Corporate Debt   Foreign Currency Convertible Bonds  External Commercial Borrowings  Mutual Funds   Exchange Traded Derivatives  Mumbai, India

19. Foreign Investments – Schematic Representation Foreign Investments Foreign Direct Investments Foreign Portfolio Investments Other Investments Investments on non-Repartiable basis Automatic Route Govt. Route FII’ NRI’s, PIOs G-Sec NCDs, etc NRIs, PIOs FIIs NRIs, PIOs Mumbai, India

20. IL&FS Securities Services Limited (ISSL) ----------------------------------------------------------------------------------------------------------- • General Auditing • General Services • Finance • Human Resources • Legal, Compliance • Marketing and Communications • Risk Management • Technology Mumbai, India

21. What sets us apart • Trusted Brand • 17 year legacy of Leadership, Trust, Stability and Prestige • India's largest non-conflict of business, Professional Clearing Member and Custodian • Only DP providing clients a state-of-art electronic platform (e-Koole) for transactions on NSDL ,CDSL • Largest Clearing Member in SLB segment • Amongst the top 3 Non-AMC Custodians • Recommended best practices to the benefit of Industry and clients • Product Range • Custodial Services for FII's, Institutions, MFs, HNI, PMS and NRI clients • Leading Depository Participant Services on NSDL and CDSL and catering to Demat Services on NCDEX,MCX,NSEL • Clearing & Settlement Services on the Equity, Currency & Commodity Derivatives Segment of BSE, NSE,MCX-SX,USE,NCDEX & MCX • Lending Products: 'Loan Against Demat Shares', 'Loan Towards Purchase of Shares', 'IPO & ESOP Financing' • Fund Services to complement your PMS business • One stop shop for other convenience services: Loans, PAN, NPS, NSR • Securities Lending & Borrowing • IL&FS Securities Services Limited (ISSL) • ----------------------------------------------------------------------------------------------------------- Mumbai, India

22. IL&FS Securities Services Limited (ISSL) • ----------------------------------------------------------------------------------------------------------- • Our Reach • Operating seamlessly from 25 pan-India centers. Understanding needs and delivering client satisfaction • Professionals, with highly diversified skill set, understanding local requirements, ensuring consistent deliveries • Seamless technology backbone enabling online transaction processing across 83 centers • Technology Prowess • In-house IT team of over 70 professionals ensures quicker, appropriate, customized and faster solutions • Own state-of-the-art Tier III Data Center operational 24 * 7 • High level of redundancy ensuring maximum performance and continuity • Fully equipped DR site with backup systems updated regularly • IT systems audited by external auditor for best in class performance • Our Strengths • Rich capital market experience of large number of Man years. • Unmatched scale and efficiency. Over 90 million transactions processed successfully in 2011 • Amongst the largest capital base in the Industry • Cost advantages and economies of scale • Customized solutions Mumbai, India

23. IL&FS Securities Services Limited – Custodial Services • ----------------------------------------------------------------------------------------------------------- Account Asset Servicing Value Added Services Client Servicing Trade Servicing • Proxy Services • Tax support Services • Securities Lending • Account Set up • Transition Mgmt • Securities safekeeping & reconciliation • Corporate Actions • Market Claims • Income • Reporting • One-point client contact • Trade Processing • Trade Settlement Mumbai, India

24. IL&FS Securities Services Limited – Custodial Services • ----------------------------------------------------------------------------------------------------------- • Scale • Capability to handle multi-class assets across clients viz. Equity, Debt, Mutual Funds etc. • Clients can settle cash/securities through multiple banks / depositories • Only Custodian to provide recordkeeping at client level for Prime brokerage Clients • Customized, web- enabled Reports downloadable in multiple formats • System • Robust platform with focus on Straight through processing • Customized reporting catering to each client’s unique needs The ISSL Custody Advantage • Control Environment • Parallel Quality Assurance review • Documented SOPs ad Process specific • Checklists • Stratification controls per process • Periodic Internal audit reviews • People • A highly talented workforce with continuous focus on: • -Regular assessment of staff through competency assessment tests • -Up-gradation of skills • Retention of top talent staff with <3% attrition of management staff • Specialist Product team Mumbai, India

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