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Schedule A Demo

Form FC-GPR

Foreign Currency – Gross Provisional Return

Regulations/Master Directions Applicable:

  • Foreign Exchange Management Act, 1999 
  • Master Direction – Foreign Investment in India
  • Foreign Exchange Management (Mode of Payment and Reporting of Non-Debt Instruments) Regulations, 2019
  • Foreign Exchange Management (Transfer or Issue of Security by a Person Resident Outside India) Regulations, 2017

Prerequisite for FC-GPR?

Form FC-GPR is required to be filed where an Indian Company:

  • Issues equity instruments
  • To a person resident outside India
  • Such issue is reckoned as Foreign Direct Investment under NDI Rules, 2019

Reporting in FC-GPR:

 

Such issuance should be reported by the Indian Company within 30 days from the date of issue/allotment of equity instruments. All the reporting in Form FC-GPR is required to be done through the Single Master Form (SMF) available on the FIRMS platform at https://firms.rbi.org.in.

 

Issue of ‘participating interest/ rights’ in oil fields shall be reported in Form FC-GPR.

 

In case of full conversion of ECB into equity, company to report the conversion in Form FC-GPR as well as ECB2 within seven working days from the close of the month to which it relates.

When is Form FC-GPR required to be filed?

Following cases shall require filing of Form FC-GPR where issue of shares / equity instruments to persons resident outside India is made by an Indian company:

  • bonus or rights shares directly or on amalgamation/ merger/ demerger with an existing Indian company
  • equity instruments on account of a cross border merger in terms of Notification 389/ 2018 dated March 20, 2018
  • shares against any funds payable by the Indian company to the person resident outside India or conversion of ECB into equity
  • sweat equity shares and shares issued upon exercise of employees stock option in terms of NDI Rules, 2019
  • Issue of shares on conversion of convertible notes

Allotment of equity instruments under public issue or Qualified Institutional Placement (QIP) to Non residents:

It is to be noted that allotment of equity instruments under public issue or Qualified Institutional Placement (QIP) under the applicable SEBI Regulations need not be reported in Form FC-GPR

Issuance of equity instruments to person other than from whom remittance has been received:

Where the Indian company issues equity instruments to a person resident outside India other than to the person resident outside India from who the inward remittance has been received, the form FC-GPR has to be filed along with the following documents: 

  1. KYC reports of both the remitter and the beneficial owner.
  2. A no-objection certificate (NOC) from the remitter for issuing equity instruments to the beneficial owner mentioning their relationship.
  3. A letter from the beneficial owner explaining the reason for the remitter making remittance on its behalf.
  4. A copy of agreement / board resolution from the investee company for issuing equity instruments to a person other than from who the remittance has been received.

The Indian company which has issued equity instruments to FPIs which is considered as FDI within the meaning of Rule 2(r) of NDI Rules, 2019 shall be reported in Form-FCGPR.

FC-GPR Filing Process:

FIRMS is an online portal for reporting of foreign investment into India. It facilitates filing of Single Master Form (SMF) which provides for the reporting of 9 forms for foreign investment viz., FC-GPR, FC-TRS, LLP-I, LLP-II, CN, DRR, ESOP, DI and InVi. For filing of Form FC-GPR, following steps need to be taken:

  1. Business User Registration (BU) – A BU is an applicant who reports the transaction in Single Master Form in FIRMS. A BU can use his login credentials only for the entity that has authorized him/her to report the transactions 
  2. e-KYC – Every business user has to be e-KYC verified before any reporting can be made in the Single Master Form 
  3. Know Your Customer (KYC) – For the remittance received from the non-resident investor, the KYC of the same is to be provided along with the forms in SMF as and where applicable and indicated. 
  4.  Logging into SMF at FIRMS Portal – Login into SMF and reach your workspace and select Form FC-GPR and click on Add New Return. The user will be taken to form FC-GPR.
  5. Fill in the common Investment details, issue details, foreign investor details, amount of issue, particulars of issue, shareholding pattern and click on save and submit for submitting the form.

List of documents to be submitted along with Form FC-GPR:

 

  • Declaration to be filed by the authorised representative of the Indian company as per the format 
  • CS Certificate as per the format provided in the FIRMS User Manual
  • Valuation certificate -The valuation certificate should not be more than 90 days old as on the date of allotment of shares. 
  • PAS – 3/ Board resolution for allotment of securities
  • FIRC and KYC 
  • Copy of FIPB approval (if required)

Late Submission Fee (LSF) Matrix for Reporting Delays, wherever applicable:

Notes: 

  1. “n” is the number of years of delay in submission rounded-upwards to the nearest month and expressed up to 2 decimal points. 
  2. “A” is the amount involved in the delayed reporting.
  3. LSF amount is per return.
  4. Maximum LSF amount will be limited to 100 per cent of ‘A’ and will be rounded upwards to the nearest hundred.
  5. In case a person responsible for any submission or filing under the provisions of FEMA, neither makes such submission/filing within the specified time nor makes such submission/filing along with LSF, such person shall be liable for penal action under the provisions of FEMA, 1999.

Disclaimer: The information contained in this Article is intended solely for personal non-commercial use of the user who accepts full responsibility of its use. The information in the article is general in nature and should not be considered to be legal, tax, accounting, consulting or any other professional advice. We make no representation or warranty of any kind, express or implied regarding the accuracy, adequacy, reliability or completeness of any information on our page/article. 

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