Learn More Services The Corporate & Financial Sector Our presence in Know About Our Team CA, CS, Corporate Lawyers & Others Our specialized team of Learn More About Us Client's Ever Changing Requirements One stop solution for


Our essence is rooted in being honest and straight forward. We advise and advocate what we truly believe.


Our team and collective efforts allow free flow of information and knowledge from top to bottom and vice versa.


Teamwork is rooted in affluence DNA and we very much acknowledge the outcome of team work.


We firmly believe that Confidentiality is the cornerstone of our Profession and strive to maintain it to the fullest possible extent.


We believe that the simplest solution is the best one.


We understand only our profession and we are devoted to it. We are cent percent committed to the delivery of quality services to our clients.



Globalization has paved way for international financing which helps the organization to engage in cross-border transactions with foreign business partners, such as customers, investors, suppliers, and lenders. Indian companies have an option to mobilize funds through ECB mode from the foreign market to have optimum capital structure.

What is ECB?

Borrowings of commercial loans by eligible resident Indian entities from external sources i.e. entities that are resident outside India are called External Commercial borrowings or ECB. ECB means borrowing from outside India in accordance with the framework decided by the Reserve Bank in consultation with the Government of India.

Basically, it helps Indian organizations to raise funds in foreign currencies from outside India. It can be raised by eligible resident entities from recognized non-resident entities and should conform to parameters such as minimum maturity, permitted and non-permitted end-uses, maximum all-in-cost ceiling, etc.

ECB is different from FDI. It means foreign funding which is not in the form of equity and when it is used in the form of equity capital, then it is called Foreign Direct Investment (FDI).

Modes of ECB Resident entities can raise ECB in INR or any freely convertible Foreign Currency from abroad -quantitative, cost and end-use and tenor restriction with minimum maturity of 3 years. ECBs can be raised under automatic route as well as the approval route, under the ECB Framework.


Provisions under Companies Act, 2013

Rule 2 (c) Deposit – does not include any amount received from foreign Governments, foreign or international banks, multilateral financial institutions foreign Governments owned development financial institutions, foreign export credit agencies, foreign collaborators, foreign bodies corporate and foreign citizens, foreign authorities or persons resident outside India subject to the provisions of Foreign Exchange Management Act, 1999 (42 of 1999) and rules and regulations made there under:

  • Loan from PRIO
  • Loan from members beyond permissible limit under Co. Act
  • Loan from Director / Relative of Director
  • Export Advance

Different Types of ECB

  1. Loans including bank loans
  2. Securitised instruments (such as floating rate notes, fixed-rate notes, bonds, debentures) Other than fully and compulsorily convertible instruments and preference shares in case of INR denominated ECB
  3. Trade Credits (Buyers Credit/Suppliers Credit) beyond 3 years
  4. Foreign Currency Convertible Bonds (FCCBs) in case of FCY denominated ECB
  5. Financial Lease and
  6. Foreign Currency Exchangeable Bonds (FCEB) in case of FCY denominated ECB.

However, ECB framework is not applicable in respect of the investment in Nonconvertible Debentures (NCDs) in India made by Registered Foreign Portfolio Investors (RFPIs).

Currency of borrowings in case of ECB

ECBs can be raised in Indian National Rupees (INR) or any other freely convertible currency. Any unit raising INR denominated ECB is not permitted to convert the liability of this ECB into liability of foreign currency in any manner or assume foreign currency risk in any way by entering into derivative contract or otherwise.


FCY denominated ECB

INR denominated ECB

Currency of borrowing

Any freely convertible Foreign Currency

Indian Rupee (INR)


Eligible Borrowers

All entities eligible to receive FDI. Further, the following entities are also eligible to raise ECB:

i. Port Trusts;

ii. Units in SEZ;

iii. SIDBI; and

iv. EXIM Bank of India.

a) All entities eligible to raise FCY ECB; and

b) Registered entities engaged in micro-finance activities, viz., registered Not for Profit companies, registered societies/trusts/ cooperatives, and Non-Government Organizations.

Prohibited sectors

The FEMA Rules prescribe certain sectors/ activities in which FDI is totally prohibited, viz., lottery business, gambling, betting, chit funds, real estate business, nidhi company, manufacturing of cigars, etc.


Therefore, an Indian entity that is engaged in the business of prohibited sectors (as per FEMA Rules) is not eligible to raise ECB either under automatic route or approval route.

Minimum Average Maturity Period (MAMP)


MAMP for ECB will be 3 years. Call and put options, if any, shall not be exercisable prior to completion of minimum average maturity. However, for the specific categories mentioned below, the MAMP will be as prescribed therein:





manufacturing companies may raise ECBs up to USD 50 million or its equivalent per financial year.

1 year


ECB raised from foreign equity holder for working capital purposes, general corporate purposes or for repayment of Rupee loans

5 years


ECB raised for

(i) working capital purposes or general corporate purposes

(ii) on-lending by NBFCs for working capital purposes or general corporate purposes

10 years


ECB raised for

(i) repayment of Rupee loans availed domestically for capital expenditure

(ii) on-lending by NBFCs for the same purpose

7 years


ECB raised for

(i) repayment of Rupee loans availed domestically for purposes other than capital expenditure

(ii) on-lending by NBFCs for the same purpose

10 years


For the categories mentioned at (b) to (e) –

(i) ECB cannot be raised from foreign branches / subsidiaries of Indian banks

(ii) the prescribed MAMP will have to be strictly complied with under all circumstances.

All-in-cost ceiling per annum



Benchmark Rate plus 550 bps spread: For existing ECBs linked to LIBOR whose benchmarks are changed to ARR.


Benchmark rate plus 500 bps spread: For new ECBs.

Benchmark rate plus 450 bps spread.


Benchmark rate

Benchmark rate in case of FCY ECB/TC refers to any widely accepted interbank rate or ARR of 6-month tenor, applicable to the currency of borrowing.

Benchmark rate in case of Rupee denominated ECB/TC will be prevailing yield of the Government of India securities of corresponding maturity.

Who can lend ECB i.e. Eligible Lender?

The lender should be a resident of FATF or IOSCO (International Organization of Securities Commission) compliant country, including on transfer of ECBs. However:

  1. Multilateral and Regional Financial Institutions where India is a member country will also be considered as recognized lenders;
  2. Individuals as lenders can only be permitted if they are foreign equity holders or for subscription to bonds/debentures listed abroad; and
  3. Foreign branches / subsidiaries of Indian banks are permitted as recognized lenders only for FCY ECB (except FCCBs and FCEBs). Foreign branches / subsidiaries of Indian banks, subject to applicable prudential norms, can participate as arrangers/underwriters/market-makers/traders for Rupee denominated Bonds issued overseas. However, underwriting by foreign branches/subsidiaries of Indian banks for issuances by Indian banks will not be allowed.

Foreign Equity holder is a person who owns

  1. Direct equity stake with minimum 25% by the lender in the borrowing entity,
  2. Group company with common overseas parent (XYZ Inc holding 51% of ABC Pvt Ltd and 51% of LMN Pte Ltd, hence in this case XYZ Inc is overseas parent and ABC Pvt ltd and LMN Pte Ltd are group companies)
  3. Indirect equity holder with minimum indirect equity holding of 51%, (LMN Pte Ltd holding 51% in ABC Pvt Ltd and XYZ Inc holding 51% of LMN Pte Ltd that means XYZ Inc holds indirectly in ABC Pvt Ltd)
  4. Disposal of shareholding not allowed during tenure of the loan

End- Uses i.e. ECB cannot be utilized for the following:

  1. Real estate activities.
  2. Investment in capital market.
  3. Equity investment.
  4. Working capital purposes, except in case of ECB from foreign equity holder and from others- Minimum Average Maturity Period is more than 10 years.
  5. General corporate purposes, except in case of ECB from foreign equity holder and from others- Minimum Average Maturity Period is more than 10 years.
  6. Repayment of Rupee loans, except in case of ECB from foreign equity holder with Minimum Average Maturity Period is more than 5 years, ECB availed for capital expenditure with Minimum Average Maturity Period of 7 years and other than capital expenditure with Minimum Average Maturity Period of 10 years.
  7. On-lending to entities for the above activities, except in case of ECB raised by NBFCs or working capital purposes or general corporate purposes with Minimum Average Maturity Period is more than 10 years.

The most notable development with regard to the relaxation in policy is that of the new permissibility of ECB usage for working capital, and general corporate purposes with a minimum average maturity period (MAMP) of 10 years.

ECB Limit

All eligible borrowers can raise ECB up to USD 750 million or equivalent per financial year under the automatic route.

Both ECB and equity amounts will be calculated with respect to the foreign equity holder.

In case of FCY denominated ECB raised from direct foreign equity holder ECB liability-equity ratio for ECBs raised under the automatic route cannot exceed 7:1. However, this ratio will not be applicable if the outstanding amount of all ECB, including the proposed one, is up to USD 5 million or its equivalent.

Currency of Borrowing

  • Can be raised in any freely convertible foreign currency as well as Indian Rupees.
  • Change of one foreign currency to another foreign currency or Indian Rupees is permitted.
  • Change of currency of ECB into INR can be at the exchange rate prevailing on the date of the agreement (or less) between the parties concerned for such change.
  • Change of INR to FC is not permitted.

No Guarantees

Issuance of guarantee, standby Letter of Credit, letter of undertaking or letter of comfort by banks, Financial Institutions and NBFCs from India relating to ECB is not permitted.

Parking of ECB Proceeds

ECB proceeds meant for Rupee expenditure in India (local sourcing of capital goods, on-lending to Self Help Groups or for micro credit, payment for spectrum allocation, etc.) to be brought to India immediately. It should be credited to Rupee accounts with AD Category I Banks in India. ECB borrowers are also allowed to park ECB proceeds in term deposits with AD Category I banks in India for a maximum period of 12 months cumulatively. These term deposits should be kept in unencumbered position.

ECB proceeds meant for expenditure in Foreign Currency can be retained abroad and till utilization can be parked in (a) deposits or Certificate of Deposit or other products offered by banks rated not less than AA (-) by Standard and Poor/Fitch IBCA or Aa3 by Moody’s; (b) Treasury bills and other monetary instruments of one-year maturity having minimum rating as indicated above and (c) deposits with foreign branches/subsidiaries of Indian banks abroad.

ECB/TC proceeds cannot be used for payment of interest/charges.

Onus of Compliance with ECB guidelines

The primary responsibility for ensuring that the borrowing is in compliance with the applicable ECB guidelines is that of the borrower concerned. Structures which bypass/circumvent ECB guidelines in any manner and/or raising borrowings in any other manner which is not permitted/disguising borrowing under the wrap of other kind of transactions and/or contravening provisions of Foreign Exchange Management (Borrowing and Lending in Foreign Exchange) Regulations, 2018 would also invite penal action under FEMA.

Effect of ECB in the Balance sheet

ECBs will be shown under the head Long term borrowings in the balance sheet. The Companies has to choose ECB mode of funding wisely as this could lead to companies borrowing with abandon and could lead to higher debt on the balance sheet of the company, thereby adversely affecting financial ratios. Since raising funds through External Commercial Borrowing is done in foreign currencies, the principal and the interest shall have to be paid in foreign currencies. As such, the company opens itself up to the risks associated with exchange rates. Hedging costs may have to be incurred by the company, thereby leading the company to incur heavy losses. Thus, the ECB funds must be utilized in an effective manner.

Benefits of ECB:

Lower Interest Rates: Companies tend to avail loans at minimum interest rates, which they wouldn’t have got within the local limits.

Debt–oriented funds: External Commercial Borrowings not necessarily be equity-oriented, i.e. they will not dilute the proprietorship of the present members. This will not give voting powers to the lender & retain the control of the present stakeholders of the company.

Enhance Economy: The Government can manage the funds’ flow more towards a particular sector of the economy which will enhance the economy.

Diverse Investor Base: Easy access to funds through diversified foreign investors.

Fulfilling Larger Necessities: Since the possibility of borrowing is increased by crossing local limits, it aids the companies to fulfil their requirements which might not be achievable within local limits.


It is clear that due to the relaxation of norms by RBI in minimum average maturity period and end-use restrictions, ECB can be availed as a primary vehicle by eligible borrowers to bring foreign funds in India. Master Directions issued by the Reserve Bank of India, from time to time with relaxed norms have improved the effortlessness of doing business in India. It has helped the eligible Indian organizations to combat their funding needs and this will enable the entity to grow, which will enhance the economy ultimately.


Foreign Exchange Management (Borrowing and Lending) Regulations, 2018 notified vide Notification No. FEMA.3(R)/2018-RB dated December 17, 2018

RBI/FED/2018-19/67 FED Master Direction No.5/2018-19

Master Direction – External Commercial Borrowings, Trade Credits and Structured Obligations dated June 09, 2022

Our Expertise

Our Services

  • 01

    Valuation opinion requires the right blend of analysis, experience and professional judgement. Our team has a Registered Valuer as required under

    Learn More
  • 02
    Due Diligence

    We provide financial, tax and corporate law due diligence support to our clients for inbound and outbound transactions.

    Learn More
  • 03

    ESOPs are one of the important tools to attract and retain employees and have long term career with the organization.

    Learn More
  • 04
    RBI / FEMA Compliance

    There are several compliances specified under FEMA for Indian Companies having FDI and ODI (Indian entities having investments in overseas Joint Venture

    Learn More
  • 05
    NBFC Registration and Compliances

    We carry experience of 15 years for registration of the NBCF with the RBI or carry out the process for change in management and control of the NBFC.

    Learn More
  • 06

    FinTech Companies are broadly categorized into digital payments or digital lending Companies. At Affluence,

    Learn More
  • 07
    Foreign Entities

    India has emerged as one of the most attractive destinations not only for investments

    Learn More
  • 08
    Company Secretarial Compliances

    We provide the entire gamut of Corporate Law Services, essential in rapidly changing regulatory and corporate environment.

    Learn More
  • 09
    SEBI Registration and Compliances

    SEBI plays an important role in regulating all the players operating in the Indian capital markets. It attempts to protect the interest of investors and aims at

    Learn More
  • 10
    Stressed Asset Resolution under IBC

    We provide advisory and support services to the corporates/other entities, devising and structuring solutions for stress mitigation in their enterprises/units.

    Learn More
  • 11
    Initial Public Offer

    On the journey of transformation of a private company into a public company, success depends a great deal on a coordinated team

    Learn More
  • 12
    Direct Tax

    The efforts of any management in modern business environment are towards enhancing a shareholder’s value. The taxes (both direct and indirect) and

    Learn More
  • 13
    Indirect Tax

    We at Affluence, adopt a comprehensive approach for implementation and compliances related to the GST and with an object to offer seamless services to our clients listed below.

    Learn More
  • 14
    Accounts Outsourcing

    In the fast-changing environment, procuring and retaining skilled staff is a challenge. Specially in the case of SMEs, in the absence of accounting manual

    Learn More
  • 15
    Risk Advisory

    Today’s businesses across the globe increasingly seek better decision-making and stronger internal controls in order to attain greater shareholder value.

    Learn More
  • 16
    Startup and MSME Advisory

    ‘Startup India’ is a flagship initiative of the Government of India, intended to catalyze startup culture and build a strong and inclusive ecosystem for innovation and

    Learn More
  • 17

    Assurance and accounting services are directed towards supporting stakeholders such as lenders and investors. Our standardized

    Learn More
  • 18
    Directors Due Diligence

    Director stand in a fiduciary position with the Company and Director will be held liable if Director do not act diligently in discharging his/her duties.

    Learn More
We are Professional

Our Team

People are our greatest asset and we believe in our people. Our multi disciplinary team would always go that extra mile to ensure that all the client deliverables are prepared within agreed time frame to technical standards and presentational quality. Our success is greatly dependent on quality and performance of our people.

  • CA Nimish Khakhar

    Nimish Khakhar

    He is a fellow member of the Institute of Chartered Accountants of India. He has over 23 years of experience in Transaction (M &A) and Transaction Support Services (Vendor and Buyer side Due Diligence). His Portfolio includes both Brick and Mortar and Modern Trade Businesses. He has played key roles in a few large M & A transactions and is also been actively involved in advising Unicorns since the commencement of operations.

  • CS S. N. Baheti

    S. N. Baheti

    He is an Associate Member of the Institute of Company Secretaries of India. He has 42 years of work experience in banking and financial services (including 34 years in IDBI group), with a diversified work profile having all-round exposure to activities of Development Financial Institutions, Infrastructure Debt Fund (NBFC), Mutual Funds, Commercial Banking, NBFC-HFC, and Company Boards including MD and CEO positions and Directorships in large corporates. Presently handling assignments as Insolvency Professional. He has played a key role as RBI representative in the resolution of one of the largest NBFC transaction.

  • Sanjiv Kumar Sachdev

    Sanjiv Kumar Sachdev

    Banking professional with more than 36 years of experience in Bank and more than 25 years of experience in Project Evaluation and financing, Financial Restructuring, Resolution of Stress Accounts, Debt Syndication, Infrastructure projects, Relationship management & networking, Business development, Legal and contractual Documentation and Business Planning. During his tenure with the Bank, he had held important portfolio’s and was heading Large Corporate Group of the Bank. He also worked in Infrastructure Corporate Group for Northern Region. He was involved in various policy meetings for development of Infrastructure Projects organised by various Govt agencies and Indian Banks’ Association. He has been Chairing many consortium meetings of Lenders for Debt Syndication as well as Resolution of Stress Assets.

  • CA Dwiresh Oza

    Dwiresh Oza

    He is having 27 years of extensive professional experience in Corporate Finance, Project Finance, Private Equity, Public/Rights Issues, Due Diligence, Corporate Debt Restructuring (CDR), ERP implementation, 50:50 International Joint Venture, Closely held as well as Listed Manufacturing Accounting, Statutory/Internal/Tax Audit and knowledge of IFRS. Have worked for more than 10 years in Infrastructure, viz. Ports and roads. Have demonstrated the ability to work across teams and with the senior management and Board of Directors in achieving various strategic initiatives on a time-bound and structured approach.

  • CA Payal Gada

    Payal Gada

    She is a fellow member of the Institute of Chartered Accountants of India and has 18 years of post-qualification experience. She is a registered valuer with IBBI as Valuation Professional and for the last 8 years, she is working on financial modeling and fair value analysis across different industries for diverse purposes, including regulatory/compliance, investment, and financial reporting. Fair valuation across asset classes including but not limited to business valuation, intangible, ESOPs, convertible instruments, and other complex instruments.

  • CA Rashmi Dubey

    Rashmi Dubey

    She is an associate member of the Institute of Chartered Accountants of India. Over 6 years of post-qualification experience she has specialized in Risk Advisory. Her Risk Advisory experience includes internal audit, ICFR, designing of SOPs, corporate governance, enterprise risk management, internal audits.

  • CS Sachin Kotian

    Sachin Kotian

    He is a fellow member of the Institute of Company Secretaries of India. Over 15 years of experience, he has expanded his advisory and compliance services in respect of Companies Act/ SEBI / RBI / FEMA /NBFC and other Corporate Laws. Further, Research is his area of interest.

  • CS Rajeshri Kanojia

    Rajeshri Kanojia

    She is an associate member of the Institute of Company Secretaries of India with 10 years of experience in secretarial compliance and legal matters. Her forte is RBI and FEMA compliances and she is leading advisory and compliances practice of financial services which includes NBFC and Fintech Companies. Her LLB qualification gives her an edge to attend Corporate agreements and Corporate Laws.

  • CS Vinesh Mestry

    Vinesh Mestry

    He is an associated member of the Institute of Company Secretaries of India. His horizon for more than 7 years in the field of Corporate Law and adjudication-related matters before Regional Directors, NCLT. His LLB qualification gives an additional advantage in matters relating to Compounding, Mergers & Amalgamations before Regional Directors, NCLT & Other Regulatory Authorities.

  • CS Bhavesh Chheda

    Bhavesh Chheda

    He is an associated member of the Institute of Company Secretaries of India. He has experience of more than 8 years and focuses on BSE and NSE Listed Companies and SEBI and Corporate Governance related matters. He also supports the compliance team in respect of Companies Act / RBI / FEMA / Corporate law.

  • CS Tanvi Shah

    Tanvi Shah

    She is an associate member of the Institute of Company Secretaries of India. Over 5 years of post-qualification experience, she focuses on Compliances of Companies Act/RBI/ and NBFC.

  • CS Karishma Parmar

    Karishma Parmar

    She is an associate member of the Institute of Company Secretaries of India. Her interest is in Compliances of Company Law/RBI and NBFC.

  • CA Ambarish Sodha

    Ambarish Sodha

    He is a fellow member of the Institute of Chartered Accountants of India. Over 43 years in direct tax litigation and tax advisory services, he appears before first and second appellate authorities. Over and above Profession, he is actively engaged in several social causes including promoting girls’ education in rural areas.

  • CA Payal Khakhar

    Payal Khakhar

    She is a fellow member of the Institute of Chartered Accountants of India. She has experience with over two decades. She heads indirect tax practice that covers regular GST compliances, GST reviews, and advisory services across different sectors.

  • CA Tejas Sodha

    Tejas Sodha

    He is a fellow member of the Institute of Chartered Accountants of India. He handles Direct tax litigation and compliance for over 12 years and regularly appears before first and second appellate authorities. He advises NRI on direct tax and withholding tax matters. His involvement in complex tax structuring has been appreciated by the Clients.

  • CA Dipesh Sangoi

    Dipesh Sangoi

    He is a fellow member of the Institute of Chartered Accountants of India. He heads Assurance practice and handles listed as well as unlisted companies and MNCs over the last 15 years. He manages Statutory Audits, Bank Audits - Central Statutory and Branch Audits, and Certification work for obtaining Bank Finance and certificates required for Public Issues.

  • CA Payal Doshi

    Payal Doshi

    She is a member of the Institute of Chartered Accountants of India. Her 10 years of experience is channelized towards Statutory Audits of Listed as well as unlisted entities and Tax Audits and Certification work.

  • CA Viral Shah

    Viral Shah

    He is a member of the Institute of Chartered Accountants of India. He has experience of more than 7 years and he is involved in Statutory Audits of Listed as well as Unlisted entities and Tax Audits and Bank Audits.

  • CA Ritesh Jain

    Ritesh Jain

    He is a member of the Institute of Chartered Accountants of India. He is engaged in compliance and management support functions. His industry experience contributes significantly to his delivery.

🤞 level up your inbox!

Subscribe to our newsletter for a dose of inspiration, helpful tips.