WHAT IS P-NOTE ?

What is P-Notes

Participatory Notes commonly known as P-Notes are instruments issued by registered foreign institutional investors (FII) to overseas investors, who wish to invest in the Indian stock markets without registering themselves with the market regulator, the Securities and Exchange Board of India – SEBI. SEBI has permitted foreign institutional investors to register and participate in the Indian stock market in 1992.

Investing through P-Notes is very simple and hence very popular amongst foreign institutional investors because Participatory notes are instruments used for making investments in the stock markets. However, they are not used within the country. They are used outside India for making investments in shares listed in the Indian stock market. That is why they are also called offshore derivative instruments.

In the Indian context, foreign institutional investors (FIIs) and their sub-accounts mostly use these instruments for facilitating the participation of their overseas clients, who are not interested in participating directly in the Indian stock market.

How do Participatory Notes work?


India based brokerage houses buy Indian securities on behalf of foreign investors such as Hedge Funds and issue PNs to them. This PN is basically a contract between the foreign investor and the broking entity which assumes the responsibility of trading on behalf of the foreign investor. Any dividends or capital gains collected from the underlying securities go back to the investors.

30% FII money in stocks through P-Notes

According to estimates, more than 30 per cent of foreign institutional money coming into India is from hedge funds or other international funds. This has led Sebi to keep a close watch on FII transactions, and especially hedge funds. Hedge funds, which thrive on arbitrage opportunities, rarely hold a stock for a long time. With a view to monitoring investments through participatory notes, Sebi had decided that FIIs must report details of these instruments along with the names of their holders.

Tax Saving


Some of the entities route the investment through participatory notes can take advantage of the tax laws of certain preferred countries, who have Double Tax Avoidance Treaty  with India. For examble : A large number of FIIs who trade on the Indian stock markets through the Participatory Notes route operate from Luxemberg. According to Double Taxation Avoidance Act between India and Luxemberg, capital gains arising from sale of shares are taxable in the country of residence of the shareholder and not in the country of residence of the company whose shares have been sold. Therefore, a company based in Laxemberg selling shares of an Indian company will not pay tax in India. Since there is no capital gains tax in Mauritius, the gain will escape tax altogether. And FII’s investing in P-Notes from a country with no tax treaty with India are obliged to pay tax in India as per Income Tax Act.