**Summary:**
SEBI Circular SEBI/HO/FPI/IC/CIR/2021/0569, issued on June 1, 2021, addresses the off-market transfer of securities by Foreign Portfolio Investors (FPIs) to facilitate the relocation of foreign funds to International Financial Services Centres (IFSC), specifically GIFT City.
The circular permits an FPI (original fund) or its wholly-owned special purpose vehicle to request a one-time off-market transfer of securities to the resultant fund from its Designated Depository Participant (DDP). This is in accordance with the Finance Act, 2021, which provides tax incentives for such relocation. The DDP is responsible for conducting due diligence and approving the transfer. A relocation request implies that the FPI is surrendering its registration, and the DDP should follow the relevant guidelines for FPI registration surrender. The off-market transfer is permitted without prejudice to tax laws and FEMA. Para 3, Part C of SEBI Circular No. IMD/FPIC/CIR/P/2019/124 dated November 05, 2019, is modified to align with the provisions outlined in this circular.
DDPs and Custodians are requested to inform their clients about this circular. The circular is issued under Section 11(1) of the Securities and Exchange Board of India Act, 1992.
For further information, contact Amit Tandon, General Manager, at Tel No.: 022-26449373 or Email: amitt@sebi.gov.in. The circular is available on the SEBI website: www.sebi.gov.in under the "Circulars" section.
Key Entities Referenced
Foreign Portfolio Investors: Refers to investors investing in financial assets of a country. Abbreviated as FPIs.
Designated Depository Participants: Entities that act as custodians of securities for Foreign Portfolio Investors. Abbreviated as DDPs.
International Financial Services Centre: A jurisdiction that provides financial services to non-residents and residents, in foreign currencies.
Finance Act, 2021: Indian legislation that provides tax incentives for relocating foreign funds to International Financial Services Centre.
GIFT City, Gujarat: A global financial hub where the International Financial Services Centre (IFSC) is located.
Securities and Exchange Board of India Act, 1992: An act of the Parliament of India to protect the interests of investors in securities and to promote the development of, and to regulate, the securities market.
SEBI Circular No. IMDFPICCIRP2019124: A circular issued by SEBI on November 05, 2019, that is being modified by this notification.
FEMA: Foreign Exchange Management Act
CIRCULAR
SEBI/HO/FPI&C/P/CIR/2021/0569
June 01, 2021
To,
1. All Foreign Portfolio Investors ("FPIs") through their Designated Depository
Participants ("DDPs")/ Custodian of Securities.
2. Designated Depository Participants ("DDPs")/ Custodian of Securities.
3. All Recognized Stock Exchanges/ Clearing Corporations
4. All recognized Stock Exchanges and Clearing Corporations in International
Financial Services Centres
5. The Depositories (NSDL and CDSL)
6. Stock Brokers through Recognized Stock Exchanges
7. Depository Participants through Depositories
Dear Sir / Madam,
Subject: ‘Off-market’ transfer of securities by FPI
1. The Finance Act, 2021 provides tax incentives for relocating foreign funds to
International Financial Services Centre (IFSC) in order to make the IFSC in GIFT City
a global financial hub.
2. In view of the above objective and to further facilitate such ‘relocation’, it has been
decided that a FPI (‘original fund’ or its wholly owned special purpose vehicle) may
approach its DDP for approval of a one-time ‘off-market’ transfer of its securities to the
‘resultant fund’. The terms ‘original fund’, ‘relocation’ and ‘resultant fund’ will have the
same meaning as assigned to them under the Finance Act, 2021.
3. The DDP after appropriate due diligence may accord its approval for a one-time ‘off-
market’ transfer of securities for such relocation.
4. Relocation request will imply that the FPI has deemed to have applied for surrender
of its registration and the DDP may be guided by the guidelines pertaining to surrender
of FPI registration.
5. The ‘off-market’ transfer shall be allowed without prejudice to any provisions of tax
laws and FEMA.
6. Para 3, Part C of SEBI Circular No. IMD/FPI&C/CIR/P/2019/124 dated November 05,
2019 stands modified to the extent of para 2 above.
7. DDPs and Custodians are requested to bring the contents of this circular to the notice
of their clients.
18. The circular is issued in exercise of powers conferred under Section 11(1) of the
Securities and Exchange Board of India Act, 1992.
9. A copy of this circular is available at the web page “Circulars” on our website
www.sebi.gov.in.
Yours faithfully,
Amit Tandon
General Manager
Tel No.: 022-26449373
E-mail: amitt@sebi.gov.in
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