Process For Filing of FC-GPR With RBI

The Company should file the Form FC-GPR to the RBI within 30 days from the date of issue of securities.Equity shares, Convertible preference shares and convertible debentures are the only securities considered under FDI

Form FC-GPR is a Single Master Form (SMF) issued by the Reserve Bank of India.

The company that receives foreign Direct investment and will issue shares to such foreign Direct investor then it mandatory for the company to file details of such allotment of shares using the Form FC-GPR.

The Below link is used for the purpose of filing of FC-GPR

Site: https://firms.rbi.org.in

There are two registration forms available at above mention site, the entity needs to fill and submit both forms and get register

Registration Form for New Entity User

Registration Form for New Business User

For filing of Single Master Form (SMF) for FC-GPR one has to register Entity User First, then Business User.

The Login credentials would be received at the registered email id.

REGISTRATION FORM FOR NEW ENTITY USER

For Filing of FCGPR, we first need to register the Entity as New Entity User first, the RBI will scrutiny the form and then approve the same within 2-4 Days, if RBI did not approve the From, you need to mail at [email protected]. They will update you about the discrepancy or approve the same.

Entity User is only with respect to an entity which has received foreign investment and is required to provide details of foreign investment, including indirect foreign investment, in the Entity Master. Submission of Entity master does not entails to submission of regulatory filings under FEMA 20(R).

REGISTRATION FORM FOR NEW BUSINESS USER

After registering as an Entity user, we need to register the organization as New Business User. The RBI will scrutiny the form and then approve the same within 2-4 Days, if RBI did not approve the From, you need to mail at [email protected]. They will update you about the discrepancy or approve the same.

Business User is the one who would be making a filing in Single Master Form, in compliance with the provisions of FEMA 20(R). Whereas the Entity user credentials are entity specific, business user credentials can be obtained by any individual/ entity who is required to make a filing in SMF for FC-GPR, FC-TRS, LLP-I, LLP-II ,CN, DRR, DI, ESOP and InVi

The Login credentials would be received at the registered email id.

After approval of both the forms (the Entity User and Business User), we need to file FC -GPR after login at Business User.

NOTE: For New Business User Registration, Letter of Appointment Authorised Representative along with PAN and Specimen of the Signature of Authorised Representative is required. –Format is attached

REQUIRED DOCUMENTS FOR FCGPR FILING

Form FC-GPR has to be duly filled up and signed by the Authorised Signatory and submitted to the Authorised Dealer Bank (AD Bank) of the company, who will forward it to the Reserve Bank.

Following documents has to be attached by Authorised Signatory of the company

• FIRC Issued By Ad Bank
• KYC of foreign investors issued by AD bank
• Declaration by authorized representative of the Indian Company format provided in SMF user manual- Format is attached
• A certificate from the Company Secretary of the company certifying that

(a) all the requirements of the Companies Act, 1956 have been complied with;

(b) terms and conditions of the Government approval, if any, have been complied with;

(c) the company is eligible to issue shares under these Regulations; and

(d) the company has all original certificates issued by authorised dealers in India evidencing receipt of amount of consideration;

• A certificate from Statutory Auditors or Chartered Accountant indicating the manner of arriving at the price of the shares issued to the persons resident outside India.
• Board Resolution for the allotment of securities along with the List of Allottees.
• Pre and Post Shareholding Pattern.

REQUIRED INFORMATION BEFORE FILING OF FCGPR

• Details of foreign investors such as name, address, country of residence, Constitution/nature of the investing entity as mentioned in KYC of the foreign Investors
• Remittance details like Name & Address of AD Bank, Mode of Payment, Date and Amount of remittance, FIRC Number are filled. FIRC Copies, KYC Reports, Debit Statement are attached
• Details relating to the Amount of Issue: Total Amount of Inflow; and total amount for which capital instruments have been issued.

Note:

There is no resubmission on SMF. Either the return would be acknowledged or completely rejected. For rejected ones, you can file the return as fresh form.

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LETTER OF AUTHORISATION

(on the entity’s letter head which would be registering
itself as Business User for making filing in SMF-FIRMS)
(Where the Business User is filing the SMF in the capacity of an
individual, the authority letter need not be on the Entity’s letterhead.

Date: _ _/ _ _/ _ _ _ _

The Chief General Manager-in-Charge
Foreign Exchange Department
Reserve Bank of India
# Regional Office
^————–

Dear Sir,

Sub: Letter of Authorization for filing in FIRMS application

We hereby authorize Shri./ Smt./ Ms.____________________ (Name and Designation) holding Permanent Account Number (PAN)__________ (copy to be attached) to register as Business user for submission of returns in Foreign Investment Reporting and Management System (FIRMS) on behalf of our Company/ LLP/ Investment Vehicle named/as an individual____________________ , having registered office at (not applicable for individual) and PAN                                                                             .

^#The CIN/ LLPIN/ SEBI registration number (for Investment vehicle) is________________________________________________________ /Company/LLP is not required to obtain CIN/LLPIN. (Not applicable for individual)

2. We also authorize Shri./ Smt./ Ms.____________________ (Name of Authorized Representative) to make declarations and to submit documents, wherever required, on our behalf. These declarations and submissions are made towards the requirement of the Foreign Exchange Management Act, 1999 and any other applicable laws that may be in force.

3. We further confirm that we are liable for and bound by all acts of commission and omission by the authorized representative. All acts committed by the above authorized representatives shall be treated as if these acts were committed by the Company/ LLP.

4. The Specimen signature of Shri./ Smt./ Ms.____________________ (Authorized representative) is attested below:

…………………………………………..
(Specimen Signature of authorized representative)

5. Associated bank account of the Entity/ Individual/ Investment Vehicle with the AD-Bank is _______________ (A/c no.) and name of the authorised signatory for his account is ———————–.

6. The specimen signature of the authority signatory is attested below:

——————————————–
(Signature of the authorized signatory for the bank account)

Yours faithfully,

Signature of Managing Director/ Director/ Secretary of the Company/ Designated Partner/ (in case of LLP) Investment manager or Sponsor for Investment vehicle (may self- authorize for individual)

Name:
Designation
Date:
DIN / Registration Number of Secretary / DPIN of Partners:
Seal of the signing authority:

# Strike out whichever is not applicable
^{^}Indicate the location of RBI Regional Office

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FORMAT OF THE DECLARATION

DECLARATION TO BE FILED BY THE AUTHORISED REPRESENTATIVE OF THE INDIAN COMPANY

We hereby declare that:

1. We comply with the procedure for issue of Equity instruments as laid down under FEMA or the rules and regulations framed, or directions issued thereunder as amended from time to time and as applicable.

2. The investment is within the sectoral cap / statutory ceiling permissible under the rules, ibid and in compliance with the attendant conditions.

3. The Equity instruments issued under a scheme of merger and amalgamation of two or more Indian companies or reconstruction by way of de-merger or otherwise of an Indian company is duly approved by a court in India. (Strike- out if not applicable).

4. The foreign investment received and reported now will be utilized in compliance with the provision of a Prevention of Money Laundering Act 2002 (PMLA) and Unlawful Activities (Prevention) Act, 1967 (UAPA). We confirm that the investment complies with the provisions of all applicable Rules and Regulations.

5. We enclose the following documents in compliance with these regulations:

(i) A certificate from our Company Secretary/ Chartered Accountant, as applicable, in the specified format.

(ii) A certificate from SEBI registered Merchant Banker / Chartered Accountant / cost accountant or any other person as authorized under FEMA or the rules and regulations framed or directions issued thereunder as amended from time to time and as applicable indicating the manner of arriving at the price of the shares issued to the persons resident outside India (wherever applicable).

(iii) All other necessary documents as applicable to the issue.

(Signature of the Applicant) *__________________________

(Name in Block Letters)__________________________

(Designation of the signatory)__________________________

Place:__________________________

Date:        /       /

*To be signed by Managing Director/Director/Secretary of the Company)