TABLE OF CONTENTS Abstract ; CHAPTER ONE: FOREIGN INSTITUTIONAL INVESTMENT: ORIGIN AND CONCEPT ; 1.1 A Historical sketch of Foreign Investment in India; 1.2 Meaning and Concept of Foreign Institutional Investor; 1.3 Rationale behind FII; CHAPTER TWO: - INVESTMENT STRUCTURE OF FOREIGN INSTITUTIONAL INVESTMENT IN INDIA; 2.1 Market design in India for FIls; 2.2 Determinants of FIIs; 2.3 Factors affecting FII flow; 2.4 Prohibition on investment; 2.5 Pros and Cons of FII Investment; 2.6FIIv. FDI; CHAPTER THREE: REGULATORY FRAMEWORK OF FOREIGN INSTITUTIONAL INVESTORS IN INDIA ; 3.1 Legal Framework governing FII; 3.1.1. Pre 1995; 3.1.2. Post1995; 3.2 Significant Amendments So Far; CHAPTER FOUR: STOCK MARKET AND FOREIGN INSTITUTIONAL INVESTMENT ; 4.1 Overview of Indian Stock Market; 4.2. FII and Stock Market; 4.3 FII and RBI's Predicament; CHAPTER FIVE: TAXABILITY OF FOREIGN INSTITUTIONAL INVESTMENT IN INDIA; 5.1 SEB1 (Foreign Institutional Investment) Regulation, 1995; 5.2 Participatory Notes (RBI notifications on Participatory notes); 5.3 PIE Issues; 5.4 Morgan Stanely Case; 5.5 Capital gain Issues.; 5.6 GAAR Provisions; CHAPTER SIX: - FOREIGN INSTITUTIONAL INVESTORS AND CORPORATE GOVERNANCE ; 6.1 Report of the Kumar Mangalam Birla Committee on Corporate Governance; 6.2. SEBPs code of corporate governance; 6.3 Limitations of the SEBI Code on Corporate Governance.; CONCLUSION ; BIBLIOGRAPHY .