Overview:-

In this article we shall discuss about Annual Performance Report (i.e. APR) & Process of Filing it. Annual Performance Report is a mandatory annual compliance specified under FEMA 1999. Non-filing of the APR before due date will be treated as a violation of FEMA and penalty clause may be invoked for violation of FEMA.

We have come up with this article to provide some minute and simple details for the preparation of Annual Performance Report to avoid any difficulty. We have our own way of discussing and explaining things. Hope this article would help you in gaining some knowledge.

Let’s go through some points: –

APR Full Form: –

APR stands for Annual Performance Report.

Requirement to file APR:-

An Indian Party (IP) / Resident Individual (RI) which has made an Overseas Direct Investment (ODI) has to submit an Annual Performance Report (APR) in Form ODI Part II to the AD Bank within the prescribed time frame in respect of each Joint Venture (JV) / Wholly Owned Subsidiary (WOS) outside India.

This Report is submitted physically by the Indian party to the Authorized Bank.

Due date for Filing of APR:-

The Indian Party is required to submit the Annual Performance Report based on Audited Financial Statements of the overseas JV/WOS by 30th June of every year.

Audited or Unaudited Financials of Overseas JV/WOS:-

If the law of the host country does not mandatorily require auditing of the books of accounts of JV / WOS, the Annual Performance Report (APR) may be submitted by the Indian party based on the Un-audited Annual Accounts of the JV / WOS provided:

a) The Statutory Auditors of the Indian party certify that the law of the host country does not mandatorily require auditing of the books of accounts of JV/WOS and the figures in the APR are as per the un-audited accounts of the overseas JV/WOS.

b) That the un-audited annual accounts of the JV / WOS has been adopted and ratified by the Board of the Indian party.

Note:- In general the Annual Performance Report cannot be submitted on the basis of Unaudited Annual Accounts of the overseas JV/WOS . The above-mentioned circumstances are an exception to the general rule.

Form for APR:-

The Form required for Annual Performance Report is “FORM ODI PART-II”. You can download it from the RBI website or you can also ask your AD bank to provide with the same.

Format of APR:-

The Form ODI PART-II for APR is divided into VI Main Points. The details of the points are explained below: –

POINT I:  APR PERIOD

In this we need to mention the APR period for which it has been prepared.

Example:-

If the APR is for FY 2019-20 than please mention 01st April, 2019 to 31st March, 2020.

POINT II:  UNIQUE IDENTIFICATION NUMBER (UIN)

In this point we need to mention the UIN number issued by RBI while making ODI. It is a 13 digit Alphanumeric Number. And along side the UIN number we can also mention the “Name of the Company” for which the APR has been prepared.

POINT III:  CAPITAL STRUCTURE OF JV/WOS

This point basically requires details of the Capital Structure as on the last day of the Accounting Year of JV/WOS. Under this we need to mention the Share Capital Amount & as well as percentage invested. The Capital Structure should consist of Indian & as well as Foreign Investment. The below example will explain the point clearly: –

Example:-

Amount in Rs.

Amount % Share
Indian 50,00,000 100%
Foreign NA NA

If only the Indian Company has invested in such JV/WOS than you can fill such Column as per the Financials of the JV/WOS. Let’s Say the Amount of Capital Invested is Rs. 50,00,000 and in terms of Percentage its 100%. We will simply enter the figure accordingly.

And if there are no Foreign investor you can simply write below the table that “There is no Foreign investor in the said JV/WOS”. And enter NA in such column.

POINT IV:  OPERATIONAL DETAILS OF JV/WOS

In this point we need to mention Operational Details of the JV/WOS for the last two years. The Operational Details basically includes 3 points i.e. Net profit/Loss, Dividend and Net Worth for the last two years.

In case if the Company is filing its APR for the first time than the Previous Year should be NIL in every 3 points. And the details of the Current Year should be entered as per the Financials of the JV/WOS.

Example:-

The below table explain the above points:-

Amount in Rs.

Previous Year

(31st March, 2019)

Current Year

(31st March, 2020)

i)      Net Profit / (Loss) NIL Enter details as per the Financials
ii)     Dividend NIL Enter details as per the Financials
iii)   Net worth NIL Enter details as per the Financials

Note : Previous Year Can only be NIL in case of First APR. In case of Subsequent APR fill the details as applicable.

POINT V:  REPATRIATION FROM THE JV/WOS

In this point we need to enter Any Repatriation made by JV/WOS to the Indian party. Repatriation basically means sending of money back to one’s own country. This point contains XI sub points. Check the Financials of the JV/WOS properly and enter the amount applicable to such points. The details of such XI sub points have been mentioned in the below table for better understanding: –

Example:-  Amount in Rs.

Current Year

(31st March, 2020)

Since commencement of business
(i) Dividend
(ii) Repayment of Loan
(iii) Non-Equity Exports Realized (in INR)
(iv)  Royalties
(v)   Technical Know-how Fees
(vi) Consultancy Fees
(vii) Others (Please specify)
(viii)  Profit
(ix)  Retained Earnings
(x)   FDI by JV/ WOS/ SDS into India
(xi)  Refund of  excess  share application money @ Transaction No.

POINT VI: INVESTMENT IN EITHER WHOLLY OWNED OF A JOINT VENTURE STEP DOWN SUBSIDIARY (SDS) OF JV/ WOS

This is the last details require to be entered in the Form ODI PART-II. This point basically requires details of the Investment in Step down Subsidiary if any of the JV/WOS. In case if the Company is not having any Step-Down Subsidiary, we simply need to write NOT APPLICABLE in the columns. And if applicable enter the details accordingly. The below table will clearly explain the point:-

Example:-

(i) Name, Level and Country name of SDS
(ii) Name, Level and Country name of the parent of SDS
(iii) Investment Amount in FCY and Date of investment (if any) Currency: Amount: Date:
(iv) Investment type WO SDS JV SDS
(v) Type of Step Down Subsidiary SPV/            Holding company Operating Operating            Cum SPV

 

 

 

(vi) Activity code as per 1987
(vii) % stake held in SDS
(viii) Is the activity of SDS into financial services (tick) Yes No

Certificates required with APR:-

Along with APR we also need to submit two Certificates with the AD Bank which are Certificate from Indian Party / Resident Individual and Certificate of the Statutory Auditor. These both are the Mandatory Certificates.

1. Certificate from Indian Party / Resident Individual – This Certificate should be printed on the Indian Parties Letterhead. And it should be signed and stamped by the Director of such company.

2. Certificate of the Statutory Auditor – This Certificate should be printed on the Statutory Auditor’s Letterhead. And it should be signed and stamped by the Statutory Auditor of such company.

Note:-  These both certificates are the part of the Form ODI PART-II. The form includes both the certificate below the APR.

Signing, Stamping &Printing of the APR:-

The APR should be signed by the Director and Statutory Auditor of such Indian Company. Every page of the APR should be signed & stamped by the director of the Company. And last page of the APR should be signed & stamped by the Director and as well as Statutory Auditor of the company.

APR is printed on the Normal A4 sheet it does not require to be printed on the Letterhead.

Documents to be submitted with APR:-

The documents require to be submitted along with APR are follows: –

1. Latest Audited Financials of the JV/WOS

2. Latest Audited Financials of the Holding Company

3. APR Form dully filled and Signed (i.e. Form ODI PART-II)

4. Certificate of the Indian Party

5. Statutory Auditor Certificate

6. Copy of the Share Certificate for previous Equity remittances done to the subsidiary

7. Covering Letter for APR

Mode of Submission of APR:-

The APR along with supporting documents need to be submitted physically to the Authorized Bank of such company. While submitting the documents do not forget to take the Acknowledgement copy for the same from the Bank for your record.

Do avoid submitting the APR on the Last days. Kindly make it a practice of submitting it before the deadline occurs. If you submit it on the last days and if any observations are raised by the Bank you must not be having sufficient time to get it corrected and submit it before the deadline. So kindly avoid it.

Conclusion:-

Author has tried the level best to cover all the possible relevant aspect related to the APR Filing. The minute details have also been discussed for better understanding of this topic. This article has been drafted keeping in mind every possible professional (New or Fresher or Experienced etc.) or Trainee or Intern etc. whosoever required clarity on this topic. Hope you find this article helpful & related.

In case of any suggestion or improvement please feel free to contact. This will boost our Morale and will help in sharing our knowledge. The author can be reached through Email which is available on the cover page.

Email:- [email protected]

DISCLAIMER:- 

This article is based on the best of my knowledge and moreover in no event author shall be liable for any direct or indirect result from this article. This will only be treated as a knowledge sharing initiative provided solely for information. This article does not guarantee a professional advice or recommendation.

Tags:

Author Bio

Qualification: CS
Company: N/A
Location: New Delhi-110092, Delhi, India
Member Since: 22 Feb 2021 | Total Posts: 4

My Published Posts

More Under Fema / RBI

Leave a Comment

Your email address will not be published. Required fields are marked *

Search Posts by Date

May 2021
M T W T F S S
 12
3456789
10111213141516
17181920212223
24252627282930
31