Delhi HC Quashes ED's NOC Rejection Required Under FEMA - Overseas Investments

Delhi HC Quashes ED's NOC Rejection Required Under FEMA - Overseas Investments

In the matter of Times Internet Ltd. (W.P.(C) 15242 & 15471 of 2023) Hon'ble Delhi High Court delivered an important ruling, quashing the Directorate of Enforcement’s (ED) rejection of No Objection Certificates (NOCs) sought by Times Internet Ltd. (TIL) and Bennett Coleman & Co. Ltd. (BCCL) for overseas investments into their Wholly Owned Subsidiaries (WoS). The Court observed that the denial of NOCs lacked substantive reasoning and violated principles of natural justice.

Brief Facts

Both TIL and BCCL, subsidiaries of the Times of India Group, which had established WoS abroad to facilitate international operations and investments. Both companies sought NOCs under the Foreign Exchange Management (Overseas Investment) Rules, 2022, to remit funds to their respective WoS. However, the ED alleged irregularities in past overseas investments, including the overvaluation of shares in MX Media Co. Ltd., leading to an alleged diversion of foreign exchange. Despite issuing summons to the companies in 2021, no formal proceedings or charges were initiated by the ED.

The Petitioners (TIL and BCCL) argued that the denial of NOCs was arbitrary, lacked clear reasoning, and was contrary to the liberalized framework introduced by the FEMA OI Rules, 2022. They emphasized their compliance with all regulatory requirements and maintained that the new rules necessitate substantive evidence to justify the denial of NOCs.


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Key Observations of the Court

  1. Unexplained Rejections: The ED's rejection letters lacked detailed reasoning, rendering the decisions arbitrary and contrary to principles of natural justice.
  2. Delayed Investigation: Despite issuing summons in 2021, no progress had been made in initiating formal proceedings, which could not be used to indefinitely delay legitimate business activities.
  3. Compliance with FEMA: The Petitioners adhered to FEMA's requirements, including engaging SEBI-accredited valuers for investment evaluations. The ED failed to substantiate allegations of overvaluation.
  4. Safeguards in FEMA Rules: The liberalized FEMA OI Rules, 2022, ensure bona fide investments are supported, with Authorised Dealers responsible for verifying compliance.

Based on the above observation, the rejection letters issued by ED on October 30, 2023, and November 15, 2023, were quashed by the Court.

CA Hiren Abhangi

International Tax & FEMA Consultant, Litigation by passion, Public Speaker, Senior managing partner at Abhangi & Abhangi LLP

2 个月

Very helpful ??

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CA. Vikas Sharma

Chartered Accountant | AKM Global | Direct Tax Litigation | Corporate Tax | Business Development | Advisory| Writer | Singer |

2 个月

Thank you for sharing, Gaurav Sir. Beautifully articulated! In my view, this could provide significant relief, though much will depend on whether the Hon’ble Supreme Court also delivers a favorable judgment. Given the likelihood of the tax department challenging the same, the final outcome remains critical!"

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