FEMA representations, warranties and covenants, clause set for an SSA or SHA with a non-resident investor

SCHEDULE [Schedule number of the exchange control provisions] — EXCHANGE CONTROL PROVISIONS

To be inserted in, or annexed to, the Share Subscription Agreement and the Shareholders’ Agreement dated [Date of the subscription and shareholders' agreements] between [Name of the Company], the Promoters and [Name of the Investor]

1. Definitions. In this Schedule, “FEMA” means the Foreign Exchange Management Act 1999 together with the rules, regulations, directions and notifications made or issued under it; “NDI Rules” means the Foreign Exchange Management (Non-debt Instruments) Rules 2019; “Equity Instruments” has the meaning given in rule 2 of the NDI Rules; “AD Bank” means [name of the authorised dealer category I bank]; and “Fair Value” means the value of an Equity Instrument determined as at the relevant date in accordance with any internationally accepted pricing methodology for valuation on an arm’s length basis, certified by a chartered accountant, a merchant banker registered with the Securities and Exchange Board of India or a practising cost accountant, in the manner required by rule 21 of the NDI Rules as in force on that date.