NishithDesai-解码下游投资-更新的常见问题解答汇编（英）

Decoding Downstream InvestmentA Refreshed FAQ CompilationAugust 2025© Nishith Desai Associates 2025www.nishithdesai.comDecoding Downstream InvestmentA Refreshed FAQ CompilationAugust 2025DMS Code: 102815.2© Nishith Desai Associates 2025www.nishithdesai.comRanked as the ‘Most Innovative Indian Law Firm’ in the prestigious FT Innovative Lawyers Asia Pacific Awards for multiple years. Also ranked amongst the ‘Most Innovative Asia Pacific Law Firm’ in these elite Financial Times Innovation rankings. Decoding Downstream Investment — A Refreshed FAQ Compilation © Nishith Desai Associates 2025Provided upon request only DisclaimerThis report is a copyright of Nishith Desai Associates. No reader should act on the basis of any statement contained herein without seeking professional advice. The authors and the firm expressly disclaim all and any liability to any person who has read this report, or otherwise, in respect of anything, and of consequences of anything done, or omitted to be done by any such person in reliance upon the contents of this report.ContactFor any help or assistance please email us on concierge@nishithdesai.com or visit us at www.nishithdesai.com. Decoding Downstream Investment — A Refreshed FAQ Compilation © Nishith Desai Associates 2025Provided upon request only ContentsIntroduction 11. What is downstream investment? 22. What is the regulatory and governing framework for downstream investments? 23. How the downstream investment is beneficial to the foreign investors? 34. What is a foreign owned or controlled company (FOCC)? 35. What constitutes ‘control’ for determining whether an Indian entity is a FOCC? 36. What constitutes ‘ownership’ for determining whether an Indian entity is a FOCC? 37. What is indirect foreign investment? 38. Conceptually, how Downstream Investment and Indirect Foreign Investment are different from each other? 49. What are the key conditions applicable for receiving indirect foreign investment by an Indian entity? 410. What are the conditions for a downstream investment to qualify as indirect foreign investment? 511. What are the guidelines to compute total foreign investment in Indian companies? 512. Can downstream investment be made through LLP? 513. Which entity is responsible for ensuring compliance with the NDI Rules — a FOCC or the Indian investee entity? 614. What pricing norms apply to downstream investment made by a FOCC? 615. How is the FMV of equity instrument / capital determined for downstream investments? 716. What are the reporting obligations for a FOCC when making downstream investments under various scenarios? 717. What are the general pricing and reporting norms applicable when a FOCC purchases shares from a Resident, Non-resident, or another FOCC? 818. What is the procedure to be followed for reporting downstream investment? 919. What type of instruments qualify as downstream investment in an Indian company? 1020. Is a FOCC permitted to invest in non-equity instruments? 1021