RBI tightens exit rules for foreign investors from pvt firms

The Reserve Bank of India (RBI) today modified norms governing issuance and transfer of shares for foreign investors in unlisted companies today, laying stress on using international prices to arrive at valuations and did away with an "assured exit price" at the time of investment.
"Where the shares of an Indian company are not listed on a recognised stock exchange in the country, the transfer of shares shall be at a price not less than the fair value worked out as per any internationally accepted pricing methodology for valuation of shares on an 'arm's length' basis," RBI said.
The notification would impact companies like Tate Teleservices and its Japanese partner NTT Docomo to work out an exit plan for the latter.

When Docomo invested Rs 12,850 crore for a 26 per cent stake in Tata Teleservices, which is an unlisted company, in November 2008, the Tatas had agreed to buy out NTT for a minimum of Rs 7,250 crore or a market price decided by both the players -- whichever is higher.
The agreement between the two ended on June 30 this year and both have been trying hard to arrive at an exit route, but to no avail so far.
In the notification addressed to dealer banks, RBI said a chartered accountant or a merchant banker registered with capital markets regulator Securities Exchange Board of India (SEBI) shall certify valuations.

The banking watchdog also warned against having provisions of guaranteeing an exit price to the investor at the time of entry but conceded that it is fine with the practice of having a lock-in period.

"The guiding principle would be that the non-resident investors are not guaranteed any 'assured exit price' at the time of making such investments or agreements and shall exit at the fair price computed as above at the time of exit," the notification said.
The RBI also omitted a provision for preferential issues, wherein shares transferred from resident Indians to those not residing in India, was governed by pricing guidelines laid down by it.

For listed companies, issue and transfer of shares, including compulsorily convertible preference shares and compulsorily convertible debentures, shall be as per SEBI guidelines, the RBI notification said.
As for the price in such transactions, the RBI said that the prevailing price in stock exchanges shall be the consideration.