Every company issuing equity instruments under the FDI Scheme against the receipt of consideration amount are required to report such issue to the Reserve Bank of India (RBI) as and when it occurs. Before receiving any amount under the FDI scheme, the entities should do a preliminary check of the eligibility for FDI. The detailed eligibility check for FDI is provided in my previous article. Follow this link to view- https://www.anjalibansal.in/post/eligibility-check-for-foreign-direct-investment.
Once the entity is allowed to receive the funds under FDI, it should ensure that the payments are received in accordance to the guidelines specified by the RBI. After which, the entity should issue the equity instruments in the manner laid down under Companies Act, 2013, against the consideration amount received. Further, the Indian entities are required to report such issue of equity instruments to the RBI. In this article, I shall detail about the reporting requirements with the RBI.
1. How will the reporting of issue of equity instruments be done?
The reporting should be done in Form FC-GPR (Foreign Currency-Gross Provisional Return) in the Single Master Form (SMF).The entity will have to login to FIRMS portal using the link https://firms.rbi.org.in and create a business user ID to proceed with filling up the form. The steps to be followed for reporting is provided towards the end of this Article.
2. What are the timelines for making the filing?
The form shall be filed within 30 days from the date of issue of equity instruments with the Reserve Bank of India, which shall be routed through AD Category-I Bank. The link to AD Category-I Bank follows- https://rbidocs.rbi.org.in/rdocs/FEMAMASTER/PDFs/1061.PDF
3. What are the consequences of delay in reporting?
In case where the reporting are delayed, the entity responsible for filing Form FC-GPR shall be liable to pay Late Submission Fees (LSF). The amount of LSF to be paid against the delay of reporting shall be computed by Reserve Bank of India and intimated to the entity.
4. How shall the Late Submission Fees be computed?
Points to note:
i. LSF as % of amount involved will be doubled every twelve months.
ii. For calculating the LSF amount, the period of contravention shall be considered proportionately {(approx. rounded off to next higher month ÷ 12) X amount for 1 year}.
iii. For the purpose of calculation, “months” shall include Sundays/ Holidays.
5. How shall the payment of LSF be made?
The LSF shall be paid by way of demand draft in favour of “Reserve Bank of India” and payable at the Regional Office concerned.
6. What the documents required for filing the Form FC-GPR?
The following documents are required to be submitted while filing the form:
a. FIRC Copy evidencing the receipt of the amount of consideration.
b. KYC Report on the non-resident investor from the overseas bank remitting the amount.
c. Valuation Certificate from SEBI Registered Merchant Banker or Chartered Accountant indicating the manner of arriving at the price of the shares issued to the persons resident outside India.
d. A certificate from a Company Secretary of the Company certifying that-
All the requirements of the Companies Act, as applicable, have been complied with;
Terms and conditions of the Government of India approval, if any have been complied with;
The company is eligible to issue shares under these regulations;
The company has all the original certificates issued by Authorised Dealers in India evidencing receipt of amount of consideration.
e. Declaration duly executed by the director of the company in the format provided by RBI.
f. Debit Authorisation letter duly executed by the director of the company.
g. Certified true copy of Board Resolution.
h. Pre-Issue and Post-Issue shareholding pattern of the company.
Steps to file Form FC-GPR:
Step 1: Registration for Business User:
The applicant who is required to report the FDI shall create a business user account in FIRMS Portal https://firms.rbi.org.in. In order to create an account the applicant is required to feed in the basic details of the entity who shall be allowed to do the filing on behalf of the company along with the authority letter duly signed and executed.
After the submission, the registration shall be verified by the AD Bank Branch concerned. The approval or rejection shall be communicated through email notification to the business user.
Step 2: Logging into Firms:
Once the business user ID is created the applicant shall receive the login details in the registered email ID and the applicant will have the option to reset the default password. Upon resetting the password the applicant is required to login again and proceed.
Step 3: Form filing and submission:
After logging in to the SMF portal, you will be directed to the workplace where you shall be given the option to click on FC-GPR. The applicant shall be taken to Form FC-GPR where the applicant needs to fill in all details related to the transaction. The applicant will all have to attach the documents mentioned above in respective prompted places. Once all the information are provided in the form along with the required documents attached, the applicant will have to save and submit the form.
Step 4: Approval/ Rejection of Form:
Upon submission of the form, it is directed to the AD Bank of the entity who shall then scrutinise the form. The form can be either approved or rejected. There is no resubmission option available to the applicant. If the submission of the form is delayed beyond 30 days then the form is directed to the Reserve Bank of India, who shall then compute the LSF amount and intimate to the applicant in its registered email ID.
Note: AD Bank will have only 5 working days for approving or rejecting the form or sending it to Reserve Bank of India.
Hope this article is useful to you. In case of any specific queries or you need any assistance, feel free to write to me at anjalibansalcs@gmail.com