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Core Purpose

This notification amends the Foreign Exchange Management (Non-debt Instruments) Rules, 2019, to allow Indian companies in prohibited sectors to issue bonus shares to non-resident shareholders under specific conditions.

Detailed Summary

The Ministry of Finance, Department of Economic Affairs, through Notification S.O. 2549(E) dated 11th June, 2025, exercised powers under clauses (aa) and (ab) of sub-section (2) of section 46 of the Foreign Exchange Management Act, 1999 (42 of 1999), to introduce the Foreign Exchange Management (Non-debt Instruments) (Amendment) Rules, 2025. These rules, effective upon publication in the Official Gazette, amend the Foreign Exchange Management (Non-debt Instruments) Rules, 2019. Specifically, rule 7 of the 2019 rules is renumbered as 7(1), and a new sub-rule (2) is inserted. This new sub-rule permits an Indian company, even if engaged in a sector or activity prohibited for foreign direct investment, to issue bonus shares to its pre-existing shareholders who are persons resident outside India. This is permissible provided that the shareholding pattern of such non-resident shareholders does not change post-issuance. Furthermore, any bonus shares issued to such shareholders prior to the commencement date of this sub-rule are deemed to have been issued in accordance with these rules or the Foreign Exchange Management (Transfer or issue of Security by a Person Resident outside India) Regulations, 2000, or the Foreign Exchange Management (Transfer or Issue of Security by a Person Resident Outside India) Regulations, 2017, as applicable. The original 2019 rules were published vide S.O.3732 (E), dated 17th October, 2019, and subsequently amended by fourteen other notifications. The notification is signed by Reetu Jain, Economic Adviser.

Full Text

REGD. No. D. L.-33004/99 The Gazette of India CG-DL-E-11062025-263729 EXTRAORDINARY PART II-Section 3-Sub-section (ii) PUBLISHED BY AUTHORITY No. 2487] NEW DELHI, WEDNESDAY, JUNE 11, 2025/JYAISTHA 21, 1947 MINISTRY OF FINANCE (Department of Economic Affairs) NOTIFICATION New Delhi, the 11th June, 2025 S.O. 2549(E).— In exercise of the powers conferred by clauses (aa) and (ab) of sub-section (2) of section 46 of the Foreign Exchange Management Act, 1999 (42 of 1999), the Central Government hereby makes the following rules further to amend the Foreign Exchange Management (Non-debt Instruments) Rules, 2019, namely:— 1. (1) These rules may be called the Foreign Exchange Management (Non-debt Instruments) (Amendment) Rules, 2025. (2) They shall come into force on the date of their publication in the Official Gazette. 2. In the Foreign Exchange Management (Non-debt Instruments) Rules, 2019, rule 7 shall be renumbered as 7(1) thereof and after clause (h) of sub-rule (1) as so renumbered, the following sub-rule shall be inserted, namely:— "(2) An Indian company, engaged in a sector or activity prohibited for foreign direct investment, may issue bonus shares to its pre-existing shareholders who are persons resident outside India, provided that the shareholding pattern of such shareholders is not changed pursuant to the issuance of bonus shares and any bonus shares issued to such shareholders prior to the date of commencement of this sub-rule shall be deemed to have been issued in accordance with the provisions of these rules or the Foreign Exchange Management (Transfer or issue of Security by a Person Resident outside India) Regulations, 2000 or the Foreign Exchange Management (Transfer or Issue of Security by a Person Resident Outside India) Regulations, 2017, as the case may be.". [F. No. 1/9/2024-EM] REETU JAIN, Economic Adviser Note: The Foreign Exchange Management (Non-debt Instruments) Rules, 2019 were published in the Gazette of India, Extraordinary, Part II, Section 3, Sub-section (ii) vide number S.O.3732 (E), dated the 17th October, 2019 and subsequently amended vide the following notification numbers: (i) S.O. 4355 (E), dated the 5th December 2019; (ii) S.O. 1278 (E), dated the 22nd April, 2020; (iii) S.O. 1374 (E), dated the 27th April, 2020; (iv) S.O. 2442 (E), dated the 27th July, 2020; (v) S.O. 4441 (E), dated the 8th December, 2020; (vi) S.O. 3206 (E), dated the 9th August, 2021; (vii) S.O. 3411 (E), dated the 19th August, 2021; (viii) S.O. 4091 (E), dated the 5th October 2021; (ix) S.O. 4242 (E), dated the 12th October 2021; (x) S.O. 1802 (E), dated 12th April 2022; (xi) S.O. 332 (E), dated 24th January 2024; (xii) S.O. 1361 (E), dated 14th March 2024; (xiii) S.O. 1722 (E), dated 16th April 2024; and (xiv) S.O. 3492 (E), dated 16th August 2024. Uploaded by Dte. of Printing at Government of India Press, Ring Road, Mayapuri, New Delhi-110064 and Published by the Controller of Publications, Delhi-110054.

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