FEMA-REPORTING OF FDI UNDER SINGLE

MASTER FORM AND PRACTICAL ISSUES

Speaker
CA Viswanadha Manohar
Hyderabad & Amaravati
AGENDA

 Introduction

Entity Master form

Reporting under ‘Single Master Form’

Introduction-Legal framework
•Multiple laws and policies

•Multiple regulators

•Several regulations

•Too many notifications

•Continuous directions

•Conflict between policy & Act

•End result?

•What to do!!!
Introduction-Past Practice of Reporting

Physical filing upto 07.02.2016

Online filing mandatory (through e-Biz portal)

Reporting -disintegrated-various platforms/modes

 RBI announced -‘Statement on Developmental and Regulatory

Policies’ on April 5th 2018 about ‘Single Master Form’ for its
implementation

 Single Master Form -AP(DIR) Circular No.30 dt. 7th June 2018
Introduction-Present Scenario
For ease of doing business, Presently, Reporting of Foreign
investments is required to be done through the Single Master Form
(SMF) available on the FIRMS platform.

For the purpose of reporting in the SMF, an Indian entity which has
received foreign investment or
indirect foreign investment or
expects to receive foreign investment

is required to file an entity master on the FIRMS platform.

Introduction-Definitions

‘Foreign Investment’ means any investment made by a person

resident outside India on a repatriable basis in capital
instruments of an Indian company or to the capital of an LLP

Foreign investment may be FDI or FPI in any Indian company.

Introduction-Definitions
What is Foreign Direct Investment (FDI)?

The Investment through capital Instruments by a PROI

In 10% or more of
the post issue
in an unlisted paid up equity
Company or capital on a fully
diluted basis of a
Listed Company

Fully diluted basis means the total number of shares that would be outstanding if all
possible sources of conversion are exercised.
Introduction-Definitions

‘What is Foreign Portfolio Investment (FPI)

‘Foreign Portfolio Investment’ means any investment
made by a PROI through capital instruments where
such investment is
 <10% of the post issue paid-up share capital on a fully diluted
basis of a listed Indian company or
 <10% of the paid up value of each series of capital instruments
of a listed Indian company.
Introduction-Definitions
Capital Instruments
Equity Shares
Partly Paid equity shares (w.e.f 8th July 2014)
Fully, Compulsorily and Mandatorily Convertible Preference Shares
Fully, Compulsorily and Mandatorily Convertible Debentures
Share Warrants
Optionality clauses in Capital instruments (W.e.f 30th Dec 2013)
 Non-convertible/ optionally convertible/ partially convertible preference shares
(issued upto April 30,2007 till their original maturity)
optionally convertible/ partially convertible debentures
(issued up to June 7, 2007 till their original maturity).
Convertible Note (Instrument, but not defined under Capital instrument)
Introduction-Reporting of FDI
Form FC-GPR: Issue of capital instruments by an Indian company to a
person resident outside India- with in 30 days from the date of issue

Form FC-TRS: Transfer of capital instruments between a person

resident outside India and a person resident in India-with in 60 days
from the date of transfer or receipt of funds, whichever is earlier

Form LLP-I: Foreign direct investment in an LLP through capital

contribution and profit shares- within 30 days from the date of receipt
of the amount of consideration

Form LLP-II: Disinvestment or transfer of capital contribution and

profit shares in an LLP -within 60 days from the date of receipt of funds
Introduction-Reporting of FDI
Form CN: Issue or transfer of convertible notes- within 30 days of
issue/transfer

Form ESOP: Issue of employee stock options by an Indian company to an

employee resident outside India- within 30 days from the date of issue of
ESOPs.

Form DRR: Issue or transfer of depository receipts- within 30 days of close

of the issue/ program

Form DI: Reporting of downstream investment or indirect foreign

investment in a company or an LLP-within 30 days from the date of
allotment of capital instruments.
Introduction-Reporting of FDI
Issue the capital instruments
within 60 days from the date of receipt, if not issued, amount should
be well refunded with in 15 days from the date of completion of 60
days. Otherwise, delayed refund attracts contravention.

Refund of amount with Interest

Prior approval of RBI will be required for payment of interest.
AP(DIR) Circular No.30 dt. 7th June 2018
(FIRMS APPLICATION)
 FIRMS APPLICATION-Reporting in SMF

Single Master Form (SMF) subsumed all the reports of FDI

except few

Online Platform https://firms.rbi.org.in

ARF and FC-GPR would be merged into a single revised FC-GPR

SMF includes reporting of ‘indirect foreign investment’

FIRMS divided in two modules:

Entity Master
Single Master Form
 FIRMS APPLICATION-Reporting in SMF

The first module is ‘Entity Master’ is available to public to

input data upto 20th July 2018 (i.e.extended date).

Entities shall provide data with respect to all foreign

investments received, whether it is :
 Reported to RBI or not
 Acknowledged or not.

Consequence of non-registration before 20th july, 2018-

can register now (wef 01 sep 2018) by giving reasons.

Second module contains 9 reports

 FIRMS APPLICATION-Reporting in SMF

A master form which provides for the reporting of 9 forms for

foreign investment viz., FC-GPR, FC-TRS, LLP-I, LLP-II, CN, DRR,
ESOP, DI, InVi.

With effect from September 1, 2018, five forms viz., FC-GPR.,

FC-TRS, LLP-1, LLP-II and CN being made available.

With effect from October 23, 2018, three forms viz., DRR,
ESOP, DI being made available.

Form InVi would be made available subsequently.

 FIRMS APPLICATION-Reporting in SMF

 Entity Master
Entity user registration and Letter of Authorization are required

 Single Master Form

Business user registration and Letter of Authorization are required

 Both Authorization formats are different

In Business User Authorization Letter format-Bank Account Number,
Name of person operating bank account and his specimen signature
are added.

 Difference between Entity user and Business User

Entity User (furnishes information)
Business user (furnishes forms and returns)
 Forms not subsumed in SMF
Annual return on Financial Assets and Liabilities

Advance reporting form-omitted/deleted

 e-biz Portal?

Due to the launching of SMF portal on 1 September, 2018 , e-biz

portal would no longer be available for filing. All the Banks are
advised to all filings pending for disposal in the e-biz portal at the
earliest on or before 20 September 2018.
‘Entity Master Form’
(First Module)
Who is an Entity?
• Company

• Limited Liability Partnership (LLP)

• A startup

In case of a company, whether it is a

 Public or private,
 Listed or unlisted,
 For profit or Non-Profit
 Government or non-government,

required to file the ‘Entity master form’ if it has received FI.

Schematic Representation

Entity User
Fill registration form RBI
(one per Company/LLP)

Entity User creates

Validate Entity User
Entity Master
 Process Flow for Entity Master
Entity User and Pre-requisites for entity user registration:
• Authorization Letter is a pre-requisite
• Keep ready all details of foreign investment in the entity
• Authorized person -add/update the foreign investment details
• Authorized person held responsible for the input
• One entity can have only one entity user.
• Any change of the Entity user-contact RBI helpdesk ([email protected])
•One person can also be an entity user for more than one entity. However, the
person has to obtain separate registrations for the same as the registration is
entity specific.
 Registration for an Entity User
Uniform Resource Locators (URL) of the application is https://firms.rbi.org.in
Landing page for Registering an Entity User
 Registration for an Entity User
Creation of New Entity User
Step 1: Click on Registration form for New Entity User
Step 2: A pop-up box showing Entity User Registration form opens.
Step 3: Fill all the details in the Entity User Registration Form.
Step 4: Click on Submit button after filling all the details.
Step 5: Message “Record Saved Successfully” pops up. User has created its user ID.

Authority Letter submitted by the entity user will be verified by RBI and after RBI’s
approval, the user will receive the password on their registered email ID from RBI
email ID [email protected].
(Note: If the user does not receive the mail notification for approval/rejection of the
registration within the next 48 hrs, contact by email)
 Important Points for Entity user Registration
First, Middle and last name of the user to be given
user name must be ‘Unique’
E-mail and Phone numbers shall be valid
PAN (Entity user-Authorized Person)
Name of Company – No prefix
CIN – Having no CIN-enter dummy CIN
D12345 (first two letters of the state where company has registered office) 2010 (first
three letters of the companies name) (123456)
ex: D12345MA2010ABC123456
D(first two letters of the LLP’s name)-(date and month of incorporation in digits)
ex: DAB-2310
 Only PDF can be uploaded as attachments.
 Entity Master
Logging on to Entity Master:
Enter your user name and new password.
Entry in Entity Master:
On successful login the home page (dashboard) is displayed.
Step 1: Click on the top - left option button to open Menu.
Step 2: Click on the Master Setup under Menu. Then click Entity Master.
Entity Details
Step 3: Click ADD button. The Entity details page is displayed:
Step 4: Click Entity Details tab
Step 5: Click Particulars Tab
Step 6: Click Foreign Investment in Company / LLP Tab.
Step 7: Click Foreign Investment info
Step 8: Declaration
Step 9: Submission
Entity Master
 Important points-Entity Master
Paid-up Capital of the company on a fully diluted basis:
Fully diluted basis means the total no. of shares that would be outstanding if all
possible sources of conversion are exercised. It includes:
Equity shares-As equity shares
CCDs/ CCPS -Equivalent Equity shares.
Share warrants-Equivalent Equity shares
ESOPs-Equivalent Equity shares
Convertible Notes- Not a capital instrument- donot include in the paid-up capital
on fully diluted basis.
Report only repatriable capital instruments
Report Indirect foreign Investment received by it.
Enter all Foreign Investment received by the entity since the date of
incorporation.
In case a company that has created the entity master, allots shares which are
not reported in the Entity Master and reports the same on e-biz, the company has
to update the entity master at ‘Foreign Investment in Company / LLP’ and
‘Foreign Investment Info’)
 Important Notes for Entity Master
•All details must be provided in one go.
•Only when all the mandatory fields have been filled, the submit button is enabled.
•The RESET button will reset the complete form.
•Once the details have been submitted the Entity user can modify the details.
•The onus of the integrity of the data entered is on the Entity user.
•In case of rejection of a registration, use another User Name for fresh registration
(other than the one given earlier).
•Nominated person and Authorising person should be different.
•Authorisation letter should be on Entity’s letter head
•Seal/Stamp of Company/ LLP should be affixed.
Single Master Form’
(Second Module)
Reporting in SMF-Classification

The Reporting under ‘Single Master Form’ can be divided into three
parts:

Registration as a Business user

Filling the Common details

Filling the required Form Viz., FC-GPR, FC-TRS etc.,

 Registration for an Business User
Uniform Resource Locators (URL) of the application is https://firms.rbi.org.in
Landing page for Registering an Business User
 Registration for an Business User
Creation of New Business User
Step 1: At the Login box, click on Registration form for New Business User.
Step 2: Fill up the details in the popped up registration form for BU as below
Step 3: Click Submit button. In case any error is displayed, rectify the same and
click Submit button.
Step 4: A Message “Record Saved Successfully” is displayed at the top of Login box.
After BU submits the registration form, the same will have to be verified by the AD
Bank Branch concerned. The approval/ rejection of the same would be
communicated through email notification to the BU.
 Important Points for Business user Registration

First Name, Middle Name and Last Name of BU

Unique user name (User Name already exist, change user name and submit)
Valid Email and Phone Number is to be provided.
Address (Correspondence address of the BU)
IFSC Code (If applicant not find IFSC-contact banker)
Authorization Letter (PAN of BU should be attached)
CIN (Select CIN of the Entity)
PAN and Entity name are auto-populated
 Single Master Form (SMF)
Logging on to FIRMS:
Enter your user name and new password.
Entry in Single Master Form:
On successful login the home page (dashboard) is displayed.
Step 1: Click on the left navigation button and select Single Master Form.
Step 2: Click on drop down menu “Return Type”. Select “Form FC-GPR” and click on
Add new return. The user will be taken to form FC-GPR.
Step 3: Fill up the common investment details
Step 4: Fill up the details in form FC-GPR
Step 5: Click Issue details Tab
Step 6: Click Foreign investors details Tab
Step 7: Click Amount of Issue Tab
Step 8: Click Particulars of Issue Tab
Step 9: Click Shareholding Pattern Tab
Step 10: After filling in all details, click on save and submit for submitting the form.
 Single Master Form
Common Investment Details:

These details are common to all the returns that is reported in SMF

CIN, Company Name, Application date – Prefilled

Entry route - Fill the details

Applicable Sectoral Cap- Fill the details

Whether Foreign Investment is for specific project/Manufacturing

unit- Then fill address and pincode by selecting Green/Brown Field.
 Single Master Form
Form-FC GPR

This form is having five Tabs

Issue details Tab

Foreign investors details Tab
Amount of Issue Tab
Particulars of Issue Tab
Shareholding Pattern Tab
Single Master Form
 Single Master Form
Form-FC GPR-(Issue details tab)

Date of issue

Nature of Issue- Select Rights/Bonus/Merger/MOA etc.,

Initial FC-GPR reference-for subsequent filing-otherwise-NA

Whether the change in share holding pattern due to this transaction

being reported has already been accounted in the pre transaction
shareholding pattern:
Filing SMF for a past transaction which was not reported earlier, but included in the
shareholding pattern provided in the Entity master, at the time of reporting the same in
SMF, the shareholding pattern should not change. Then select YES. This would ensure
that the shareholding pattern is not affected.
 Single Master Form
Form-FC GPR-(Foreign investors details Tab)
No.of Investors
General details viz., Name(should be same as in FIRC), Address, country
of residence, Nature of constitution
Particulars of issue/Allotment -Type of capital instruments, Conversion
ratio, Issue price, Consideration amount etc.,
Mode of payment
Investment details-Auto populated
Upon filling all above details, click on the “ADD investor”, if any
check whether the details are reflected in the adjoining table (at the
bottom) and verify the same.
 Single Master Form
Form-FC GPR – (Amount of issue Tab)-Auto populated
 Single Master Form
Form-FC GPR – (Particulars of issue Tab)
Fair Value of shares-Attach valuation certificate
Declaration-Attach the declaration, CS Compliance certificate etc.,
 Single Master Form
Form-FC GPR – (Share holding pattern Tab)

After filling in all details, click on Save and Submit for submitting the form.
 Resubmission?
There is no resubmission of SMF.

Either the return would be acknowledged or completely rejected.

For rejected ones, you can file the return as fresh form.
 Technical Issues
For queries of technical nature, such as Login ids not received, account
blocked, application not received, user credentials not working etc, all mails
may be marked to [email protected] with username and to be sent
through registered email id.
Thank you
CA.Viswanadha Manohara Sri Panini,
M.com.,M.A.,LL.B.,FCA
Partner
Sri Viswanadha & Associates
Chartered Accountants
Hyderabad : Amaravati

Mobile No.91-9246100753
91-7995066753
Office No.91-40-65886145
4 Q: [email protected]