General Ctrcular No, 43/2014
No. 1/2r /2or3-CL-v
Government of India
Ministry of Corporate Affa.irs
sth Floor, "A" Wing, Shastri Bhavan,
Dr R.P. Road, New Delhi
Dated: 13th November. 2014
All Regional Directors,
All Registrars of Companies.
Subject: IEeue of Foreig! Curency Cotrvertlble Bonds (FCCBsl and Forelgrtr
Currency Bonds (FCBs) - Clarlflcation regardlng appllcablltty of
provlslons of Chapter III of the Companies Act, 2013.
The Ministry has been receiving references from stakeholders seeking
cladty on applicability of provisions of Chapter III of the Companies Act, 2013
(Act) to the issue of Foreign Currency Convertible Bonds (FCCBS) and Foreign
Currency Bonds (FCBs) by Indian companies exclusively to persons resident
outside India in accordance with applicable sectoral regulatory provisions.
2. The matter has been examined in the Ministry in consultation with
Ministry of Finance and SEBI. The issue of FCCBS and FCBS by companies is
regulated by the Ministry of Finance's regulations contained in Issue of Foreign
Currencu Conuertible Bonds and Ordinarv Shares (Through Depository Receipts
Mechanism) Scheme, 1993 (Scheme) and Reserve Bank of India through its
var:ious directions/regulations. It is, accordingly, clarified that unless otherwis
provided in the said Scheme or the directions/regulations issued by Reserve
Bank of lndia, provisions of Chapter III of the Act shall not apply to an issue of
a FCCB or FCB made exclusively to persons resident outside India in
accordarce with the above mentioned regulations.
3. This issues with the approval of the competent authority.
Assistant Director (Policy)
1. e-Governance Section and web contents Officer to place this circular on the
2. Guard File