FILING OF FC-GPR BEFORE RBI
For a country where capital is not readily available, Foreign Direct Investment (FDI) has been an important source of funds for companies. Under FDI, overseas money, either by an individual or entity, is invested in an Indian company. The Government has put in place a policy framework on Foreign Direct Investment, which is transparent, predictable and easily comprehensible. Every company having foreign investment (FDI), is required to report to Reserve Bank Of India.
Earlier, foreign direct investment (FDI) in an Indian company was reported with reserve bank of India (RBI) in two stages: First, at the time of inward remittance by way of filing form ARF and at the time of allotment of shares (capital instruments) by way of form FC-GPR. This was done online through eBiz portal. There were separate forms for reporting FDI into LLP, transfer of shares between residents and non-residents and issues/transfer of convertible notes. The Indian Government has taken this initiative to integrate reporting of foreign investment through a single form as a part of ‘Ease of doing Business’ initiative, therefore, w.e.f 1st September, 2018, all these have been integrated into Single master form (SMF). A new filing platform FIRMS has come into place replacing eBiz platform.
The new e-filing portal FIRMS at the moment facilitates filing of following transactions:
- Reporting of FDI into companies
- Reporting of FDI into LLP
- Transfer of share / capital in companies / LLP between resident and non-resident
- Issue / transfer of convertible notes.
Essential features of SMF reporting:
- At present 5 forms viz., FC-GPR, FC-TRS, LLP-I, LLP-II and CN are being made available on SMF.
- Earlier, reporting of foreign remittance was done on ebiz portal in two steps: ARF and FC-GPR but under new reporting regime, ARF and FC-GPR have been merged into single FC-GPR form which is now filed in SMF.
- SMF login ID for business user is to be created only for furnishing forms and returns(as EMF is for furnishing Information).
- Approval of reporting is subject to verification of business user by AD bank. All business users must be eKYC verified by the respective AD banks.
- FDI reporting in Form FC-GPR under SMF has to be done within 30 days after the allotment.
- Reporting under FC-TRS under SMF has to be done within 60 days of transfer of capital instruments or receipt / remittance of funds whichever is earlier.
- Form LLP-I & LLP-II is filed for reporting FDI & transfer of capital contribution or profit share in LLPs, respectively.
- Reporting in respect of issue or transfer of Convertible Notes (CN) is done in Form CN within 60 days of such transfer.
Meaning of FC-GPR (Foreign Currency- Gross Provisional Return)
- Form FC-GPR: Issue of capital instruments by an Indian company to a person resident outside India
- It is a form issued by RBI under Foreign Exchange Management Act,1999. When the company receives the foreign investment and against such investment the company allots shares to such foreign investor then it is the duty of the company to file details of such allotment of shares with The RBI within 30 days and for that company has to use the form FC-GPR (Foreign Currency- Gross Provisional Return) for submitting details with RBI.
Procedure/Requirements to file Form FC-GPR with RBI
Before reporting the transactions the applicant needs to obtain the following details:
- Unique Identification Number from RBI by reporting of Advance Foreign Remittance.
- KYC Report for the beneficiary if the beneficiary and remitter are different entities.
- CS Certificate.
- Certificate from SEBI registered Merchant Banker/ Chartered Accountant indicating the manner of arriving at the price of the shares issued to the persons resident outside India
- Disclaimer Certificate.
- Statutory Auditor Certificate.
- Board resolution.
- LRN (Loan Registration Number) allotted.
- Copy of FIPB approval (if required).
- Details of Transfer of shares if any.
- No Objection certificate from the remitter for the shares being allotted to the third party mentioning their relationship.
- Letter from the foreign investor explaining the reasons for making subscription to shares by the remitter on his behalf.
- Copy of Agreement/Board resolution from the investor company for issue and allotment of shares to the foreign investors, other than remitter.
- Reason for delay in submission (if required.)
Steps to File FC-GPR with RBI
|Steps||Types of Compliances||Compliance Particular|
|Step 1||Registration for Business User||“Registration of Business user on FIRMS application with following attachment:-|
ü Name of Business User
ü User name (which should be unique)
ü E-mail address and Phone no.
ü IFSC Code of the Bank branch to whom the reporting would be made.
ü Authority letter as an attachment
ü Company CIN/LLPIN
ü PAN Number
ü Entity name
|Step 2||Logging in to FIRMS||By using User Name and default password given via an email|
|Step 3||Logging in to SMF||After Logging IN, reach out to your workspace|
|Step 4||Select the Return type||Form FC-GPR|
|Step 5||Common Investment details||File the common investment details such as shareholding pattern, Date of issue of shares etc.|
|Step 6||Issue Details||File Issue details such as Date of Issue, Nature of Issue, Initial FC-GPR Reference No. in case of subsequent filing. Whether the change in the shareholding pattern due to this transaction being reported has already been accounted in the pre transaction shareholding pattern.|
|Step 7||Foreign Investment Details||File Foreign investors details such as Number of investors General details like Name Address Country of residence Constitution/nature of the investing entity|
|Step 8||Amount of Issue||File total amount of inflow and the total amount for which the capital instruments have been issued|
|Step 9||Particulars of Issue||There would be an auto populated table for the consolidated particulars of issue.|
Fair value of issue in rupees to be filled in as per the valuation certificate issued by the authorised person along with the attachment as “valuation certificate”.
|Step 10||Shareholding Pattern||ü Value of equity shares (on a fully diluted basis) other than Foreign Portfolio Investment and indirect foreign investment or Value of Capital contribution/profit shares, Foreign Portfolio Investment, and Indirect foreign investment- Value of equity shares (on a fully diluted basis)|
ü Pre transaction values are auto-populated from the Entity Master (tab 3)
ü Post transaction values are auto-calculated based upon the details provided in the form. Post transaction=Pre transaction value of shares + Value of shares reported in the form.
ü The Business user shall ensure that the details are correctly filled in the form, so that the shareholding pattern which is auto- calculated is correct.
|Step 11||Submitting the Form||After filling in all details, click on the Save and Submit for submitting the form|
List of documents to be submitted along with Form FC-GPR
Reporting of FC-GPR in Single Master form along with following attachment:-
- Board resolution for issue of Share Certificate
- Certificate of Company Secretary regarding receipt of foreign remittance
- Undertaking to Comply with FDI Policy
- Inward remittance certificate of Bank
- Detail of remittance received
- Declaration Regarding Not Accepting FDI from OCB
- Board resolution for Compliance of FDI
- Undertaking from Company Secretary regarding FC-GPR
- KYC of foreign subscriber
- Declaration to be filed by Authorised representative of Indian Company
- Memorandum of Association
- Undertaking for condonation of delay
- Letter for Debit AC with sufficient balance.
- Valuation certificate
- Relevant acknowledgment letters for FC-TRS/FC-TRS filed for the original investment for rights or bonus issue.
- Merger/ Demerger/ Amalgamation (relevant extracts to be attached at the specified attachment “relevant approvals from the competent authority)