Summary: The Foreign Exchange Management Act (FEMA), 1999, regulates foreign investments into Indian companies. When an Indian company allots shares to a foreign national via a Rights Issue or Private Placement, compliance with FEMA and the Foreign Exchange Management (Non-debt Instruments) Rules, 2019 (NDI Rules), is mandatory. This process culminates in filing Form FC-GPR. The procedure involves two main phases: one-time preliminary registrations and the actual FC-GPR filing in the Single Master Form (SMF). Preliminaries include creating an “Entity Master” ID on the RBI portal by providing company details and uploading an authority letter; this typically takes 2-3 working days for RBI approval. Next, a “Business User” (BU) ID must be created by an authorized signatory, which is vetted by the AD-bank, enabling access to the SMF workspace. Essential digital documents like valuation certificates, FIRCs, KYC reports, board resolutions, and a list of allottees must be prepared in PDF format (under 5 MB).
For FC-GPR filing, the BU logs into the SMF workspace and adds a new FC-GPR return. Key details required across various tabs include the transaction date (allotment date), nature of issue (fresh, rights, bonus, conversion), security type, issue price, and number of instruments. Detailed information for each foreign investor, including existing and post-issue shareholding, is also required. Remittance details, including currency, amount, conversion rate, and FIRC numbers, are critical. The system auto-computes the shareholding pattern, which must be verified against the company’s cap-table. Finally, all prepared documents are uploaded, and the declaration is digitally signed by the registered BU. The form is then submitted to the AD-bank for scrutiny, which may raise queries. Once satisfied, the AD-bank forwards it to RBI for final approval, after which an acknowledgment can be downloaded. Troubleshooting includes addressing user mismatches, “record already exists” errors, file size limits, and paying Late Submission Fees (LSF) if applicable.
A. One-time preliminaries
| Step | What you do | Why it matters |
| 1. Create “Entity Master” | – On the login page click “Registration form for New Entity User”.– Complete the pop-up form: authorised signatory details, PAN, CIN/LLPIN, registered address, RBI Regional Office.– Upload the authority letter (board resolution) in PDF.– Submit – you receive a reference number; the RBI back-office activates the ID within 2-3 working days. | Populates the Entity Master database; without it, SMF forms cannot be opened. |
| 2. Create “Business User” (BU) | – After Entity Master approval, hit “Registration form for Business User”.– Use the same authorised signatory or add additional finance/CS staff; one BU per PAN.– Attach the same authorisation and KYC proof.– Your AD-bank (not RBI) vets & approves the BU; status e-mail goes to the user. | Only a Business User can access the Single Master Form (SMF) workspace and file FC-GPR/other returns. |
| 3. Keep the digital toolkit ready | • Valuation certificate (PDF)• FIRC(s) & AD-bank KYC report(s)• Board/shareholder resolutions• List of allottees (Excel→PDF)• Govt-approval/FIFP letter (if any) | Every attachment must be PDF ≤ 5 MB; have clear filenames—FIRMS rejects files with commas or special characters. |
B. Filing Form FC-GPR in the Single Master Form (SMF)
| Portal action | Field-by-field guidance | Pro-tips | |
| 1 | Log-in → SMF workspace → “Add Return” → choose FC-GPR | System auto-pulls entity CIN & name. | Use the same browser session until submission—FIRMS times out at 15 minutes of inactivity. |
| 2 | Common Details tab |
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Rights issues: choose “Rights”; Private placements: choose “Preferential/Private”. |
| 3 | Issue Details tab |
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Round figures to two decimals; FIRMS rejects more. |
| 4 | Foreign Investor Details tab | For each subscriber: name, country, address, constitution (individual/company), existing shareholding, post-issue shareholding. | Use “+Add row” for multiple investors; copy-paste works from Excel. |
| 5 | Amount of Issue / Remittance tab |
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If multiple remittances, list each FIRC separately. |
| 6 | Shareholding Pattern tab | Auto-computes resident vs non-resident % before and after allotment—verify matches your cap-table. | Mismatched totals are the single biggest cause of AD-bank query. |
| 7 | Attachments | Upload—
1. Valuation certificate (Rule 6/7 basis). 2. FIRC(s). 3. KYC report(s). 4. List of allottees. 5. Board resolution & explanatory note. 6. Govt-approval letter (if any). |
Merge multi-page docs into one PDF each; use OCR to keep file size small. |
| 8 | Declaration & digital sign | Tick the declarations; affix DSC (Class-III) or use e-sign (Aadhaar based). | The signer must be the registered Business User; ensure DSC token drivers are updated. |
| 9 | Submit to AD-Bank | Status shows “Pending at AD-Bank”. Your AD scrutinises—may raise e-queries; respond via “Resubmit”.Once satisfied, AD-bank forwards to RBI; portal status becomes “Approved by RBI”. | Track daily; the 30-day FC-GPR clock stops once the initial submission is logged, not during query loops. |
| 10 | Download acknowledgement | After RBI approval, download the auto-generated PDF acknowledgement and file it in your FEMA binder. | Auditors & future investors invariably ask for this proof. |
Troubleshooting & best-practice checklist
1. Entity/Business user mismatch? Delete old cookies, re-log; use same PAN and e-mail ID as in registration.
2. “Record already exists” error? The CIN may already be in Entity Master—write to fdi@rbi.org.in with screenshots.
3. Size-limit failures? Compress PDFs under 3 MB, avoid scan resolutions above 150 dpi.
4. Late submission? Pay Late Submission Fee (LSF) through your AD-bank’s AS-GEE portal; upload challan copy in the query reply.
5. Press Note 3 investors: Portal will not accept FC-GPR until you input the FIFP approval number—keep that letter handy.
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Author – CS Divesh Goyal, GOYAL DIVESH & ASSOCIATES Company Secretary in Practice from Delhi and can be contacted at csdiveshgoyal@gmail.com).
Also Read:
Foreign Currency Gross Provisional Return (FC-GPR)
Process For Filing of FC-GPR With RBI
Form FC-GPR filing – Checklist and FAQs
SOP for Filing of FCGPR by a professional
Form FC-GPR Filing in case of Bonus Issue
Decoding provisions of Filing of FC-GPR vide FEMA Guidelines
Late Submission Fee (LSF) on FC-GPR, FC-TRS etc.
Non Resident Investing in a Indian Company – FCGPR Compliance
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