Analysis. FDI in Multi Brand Retail - One Step Forward, Two Steps Back. The Journey so Far

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1 Analysis FDI in Multi Brand Retail - One Step Forward, Two Steps Back 30 August 2013 In recent times, foreign direct investment (FDI) in multi-brand retail trading (MBRT) in India has been at the center stage of political controversy arising from the need to balance the interests of large corporate entities and small retailers/shopkeepers. In recent times, foreign direct investment (FDI) in multi-brand retail trading (MBRT) in India has been at the center stage of political controversy arising from the need to balance the interests of large corporate entities and small retailers/shopkeepers. The Journey so Far The Indian government has traditionally taken a very conservative and cautious approach towards liberalization of FDI in MBRT. In fact, FDI in MBRT in India was a 'prohibited sector' till 20 September While FDI up to 100% under the automatic route was permitted in "cash and carry wholesale trading" (Wholesale Trading), these entities were under strict restrictions that allowed sales only to a 'business/wholesale trader' and not to an 'end consumer'. The first step towards opening up the MBRT sector for FDI was taken on 6 July 2010, when the Department of Industrial Policy & Promotion (DIPP), under the Ministry of Commerce and Industry of the Government of India, issued a discussion paper on FDI in MBRT. This paper presented the recommendations of various studies on this subject, the rationale for FDI in MBRT, the issues open to discussion and invited public comments on the issue of permitting FDI in MBRT. Eventually, after a gap of over two years and amidst a lot of controversy, the DIPP on 20 September 2012 issued Press Note No. 5 (Press Note 5) permitting FDI in MBRT for up to 51% under the government/approval route (i.e. subject to the prior approval of the Foreign Investment and Promotion Board (FIPB)). This liberalization, however, came along with a set of stringent and (at times) unclear conditions and thus failed to inspire confidence with industry participants. Press Note 5 has since been incorporated in the Consolidated FDI Policy of 2013 (Circular 1 of 2013) (FDI Circular), which supersedes all previous press notes released by the DIPP. Subsequently, in response to the various queries and concerns raised by prospective investors and stakeholders regarding the viability of FDI in MBRT, the DIPP, on 6 June 2013, issued certain clarifications (Clarifications) with respect to the conditions specified in Press Note 5. Unfortunately, these Clarifications only added to the disappointment of the prospective investors and stakeholders and, in effect, added various new restrictive conditions to Press Note 5. As a result, in spite of FDI in MBRT being liberalized for nearly a year now, not even one application has been filed with the FIPB by a foreign investor! Taking a cue from the disappointment expressed by industry participants, the Union Cabinet and the Cabinet Committee on

2 Economic Affairs, in a meeting held on 1 August 2013, decided to relax certain conditions and the relaxed conditions were notified by DIPP on 22 August 2013 under Press Note 5 (2013 series) (Amendments), perhaps in the hope of making the FDI regime in MBRT look more attractive and practical for prospective foreign investors. Policy Framework - FDI in MBRT Summarized below are the key features of the regulatory framework relating to FDI in MBRT as set out under the FDI Circular read together with the Clarifications and the Amendments. Compulsory investment in backend infrastructure As per the FDI Circular, at least 50% of the aggregate investment brought in as FDI in MBRT, is required to be invested in backend infrastructure within a period of 3 years from the date of the first tranche of such FDI (50% Backend Infrastructure Condition). It was not clear if 50% Backend Infrastructure Condition was to be met against the entire investment brought in as FDI in MBRT or if it related to only US$ 100 million (i.e. the minimum FDI to be brought into the MBRT entity). The Amendments have now clarified that the 50% Backend Infrastructure Condition is required to be satisfied only in context of the first tranche of US$100 million that is to be mandatorily brought in as FDI and not with respect to the aggregate investment brought in as FDI. The Clarifications in connection with the 50% Backend Infrastructure Condition, amongst others, provide that: (a) such investment in backend infrastructure by the MBRT entity has to be an 'additionality' (i.e. a greenfield investment) and accordingly, any acquisition by the MBRT entity of any existing supply chain/backend assets or stakes in an existing company holding backend assets would not qualify towards the fulfillment of the 50% Backend Infrastructure Condition; (b) any existing investment by the MBRT entity in backend infrastructure utilized for carrying Wholesale Trading would also not be counted towards calculating the 50% Backend Infrastructure Condition, as an entity carrying out Wholesale Trading is not permitted to undertake MBRT and vice versa and both business (i.e. Wholesale Trading and MBRT) need to be kept separate; and (c) investments by the MBRT entity towards the 50% Backend Infrastructure Condition could be made in any Indian State, whether or not, such Indian State has allowed FDI in MBRT (see below). While the Amendments have come as a respite, the condition that foreign investment in backend infrastructure has to be an additionality is quite onerous and discounts any existing infrastructure/investments already put in place by various foreign investors to carry on Wholesale Trading. This is non-commercial and inequitable since there is no credit for the backend infrastructure already created. 30% mandatory sourcing from small industries The FDI Circular provides that at least 30% of the value of procurement of manufactured/processed products by the MBRT entity would need to be sourced from Indian 'small industries' where the aggregate investment in plant and machinery does not exceed US$ 1 million (Local Small Industries Sourcing Condition). As per the FDI Circular, the valuation of the plant and machinery for the Indian small scale industries is required to be determined at the time of installation, without providing for depreciation, and if the valuation of the plant and machinery of the Indian small industry exceeds US$ 1 million subsequently, such Indian small industry will not qualify as a 'small industry' for the purposes of the Local Small Industries Sourcing Condition. The Clarifications further specify that fresh produce (such as dairy, poultry, vegetables, etc.) would not be included for determining sourcing with respect to the Local Small Industries Sourcing Condition. Industry participants raised certain concerns regarding the Local Small Industries Sourcing Condition, as set out in the FDI Circular, the most pertinent being the requirement to maintain at all times the US $ 1 million threshold on valuation of plant and machinery to qualify as a 'small industry' for meeting the Local Small Industries Sourcing Condition. Industry

3 participants believed that this requirement would severely impact business continuity with such suppliers. Addressing some of these concerns, the Amendments now provide that any Indian 'micro, small and medium industries' which have a total investment in plant and machinery not exceeding US$ 2 million (instead of the earlier limit of US$ 1 million) at the time of installation, without providing for depreciation, would qualify as a 'small industry' for the purposes of the Local Small Industries Sourcing Condition. The Amendments further provide that such industry would continue to qualify as a 'small industry' for the purpose of Local Small Industries Sourcing Condition even if the valuation of plant and machinery in such small industry subsequently exceeds US$ 2 million. This relaxation of the Local Small Industries Sourcing Condition would not only help prevent loss of business for such Indian small industries that outgrew the investment criteria after their initial engagement, but would also help retailers develop a robust supply chain. In addition, the Amendments have now also permitted sourcing from agricultural co-operatives and farmer co-operatives. Indian State Government Discretion While the FDI Circular permits FDI up to 51% in MBRT under the government/approval route, Indian States and Union Territories have also been given the discretion to opt-in i.e. decide whether or not they want to adopt the policy of FDI in MBRT in their respective States and Union Territories. Currently, the states of Andhra Pradesh, Assam, Delhi, Haryana, Himachal Pradesh, Jammu & Kashmir, Maharashtra, Manipur, Rajasthan, Uttarakhand, and Karanataka, and the Union Territory of Daman & Diu and Dadra and Nagar Haveli have opted-in for FDI MBRT. Additionally, the Clarifications stipulate that the FDI in MBRT is subject to applicable State/Union Territories laws and regulations and accordingly, even if a particular Indian State or Union Territory has allowed FDI in MBRT in their respective State or Union Territory, such State or Union Territory have the powers to impose additional terms and conditions as it may deem fit. Geographical Restrictions MBRT stores can be set up only in cities with a population of more than 1,000,000 (determined as per 2011 census). Pursuant to the Amendments, Indian States may also at their discretion now allow MBRT stores to be set-up even in cities which have a population of less than 1,000,000. In the Indian context, where any major tier I or tier II city typically has a population significantly in excess of 1,000,000, the easing of this condition pursuant to the Amendments is of limited benefit to foreign investors. Restriction on E-Commerce and Franchisee Models As per the FDI Circular read with the Clarifications, MBRT by way of e-commerce is not permitted for MBRT entities having FDI. The Clarifications further provide that the front end stores set up by the MBRT entity should be 'owned' and 'operated' by such MBRT entity and that FDI in MBRT cannot be operated through franchisee models. Our Analysis Segregation between MBRT and Wholesale Trading The FDI Circular did not specifically prohibit the MBRT entity having FDI from engaging in Wholesale Trading. However, the Clarifications categorically prohibit a MBRT entity having FDI from undertaking any Wholesale Trading activity and all sales by the MBRT entity having FDI will have to be undertaken through its front-end stores to end consumers. In a scenario where 100% FDI under the automatic route is in any case permitted in Wholesale Trading, it is not logical that an MBRT entity having FDI is not permitted to undertake Wholesale Trading. This implies that investors who are presently engaged in Wholesale Trading in India will have to set-up a new company to bring in fresh investments in that company and set up duplicate infrastructure to undertake MBRT activities, which is not practical or commercially feasible. 50% Backend Infrastructure Condition

4 Although, the Amendments have clarified that only 50% of the first tranche of minimum FDI of USD 100 million is to be invested in backend infrastructure for determining compliance with 50% Backend Infrastructure Condition, this condition may still be viewed unfavourably by foreign investors. While the social objective of generating more employment and better infrastructure in India seems to be the rationale behind the 50% Backend Infrastructure Condition, the requirement that such investment in backend infrastructure has to be an additionality (i.e. greenfield) would mean that a foreign investor in MBRT would need to, in addition to any existing investment that they may have already made, invest a substantial amount of funds (and at least US$ 50 million) in fresh backend infrastructure (distribution, quality control, design improvement etc.). As a matter of fact, a number of foreign investors have already invested substantial capital in Wholesale Trading and backend infrastructure and now in light of the Clarifications such foreign investors will not receive credit for the backend infrastructure already created. This leads to an inequitable situation where foreign investors who have already invested in India are treated adversely as compared to investors who are setting up their business afresh. The exclusion of investment in land and rental costs from backend infrastructure only augments the existing challenges being faced by foreign investors in MBRT. Investment in Front-end Units There is some degree of ambiguity under the Clarifications as to whether an acquisition of existing retail stores is entirely prohibited or only excluded for the purposes of calculating the minimum FDI investment of USD 100 million. This restriction unnecessarily restricts M&A opportunities that may be available to foreign investors in this sector. Further, fresh investment in front-end retail stores would also mean a longer timeframe involved for commencing business by MBRT entities having FDI. The Clarifications are also not clear on whether the capital assets (such as land and buildings) of the front end retail stores need to be 'owned' or whether these can be taken on lease as well. Discretion of Indian States and/or Union Territories The wide discretion given to the respective Indian States and/or Union Territories to disallow FDI in MBRT in their respective States and/or Union Territories or prescribe additional terms and conditions, defeats the objective of any law/policy of the central government and creates unacceptable levels of uncertainty for investors. This lack of certainty of a definite and identified regulatory framework for FDI in MBRT exposes MBRT to political risk at the level of each State/Union Territory and may eventually turn out to be the biggest discouraging factor of the policy for potential foreign investors. E-Commerce Restriction A blanket prohibition on a MBRT entity having FDI to conduct business through e-commerce would limit the foreign investor from availing the benefits of consumer interface and wide reach that e-commerce is capable of creating. The rationale behind such restriction however appears to be that it may not be possible to impose State/Union Territories based territorial restrictions on e-commerce sales. The Road Ahead In the midst of strong protests from the opposition political parties raising socio-economic ramifications, the Government of India opened up MBRT sector to FDI with a hope to encourage foreign investment climate in India and reduce the current account deficit in India. However, in an attempt to maintain the delicate balance between making India a favourable investment destination and addressing the interests and concerns of small shopkeepers and retailers, the Government appears to have lost sight of pragmatics that are needed to effectively implement the FDI in MBRT. Without an earnest and constructive attempt to clear the air of uncertainty and unpredictability around the regulatory framework and without the easing of some of the existing onerous restrictions, the MBRT sector will remain a minefield that any investor will be wary of entering. If you require any further information about the material contained in this alert, please get in touch with your Trilegal relationship partner or send an toalerts@trilegal.com. The contents of this alert are intended for informational purposes only and are not in the nature

5 of a legal opinion. Readers are encouraged to seek legal counsel prior to acting upon any of the information provided herein.

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