Foreign Investment in India - Reporting in Single Master Form

RESERVE BANK OF INDIA Mumbai - 400 001 RBI/2017-18/194 A.P (DIR Series) Circular No.30 June 07, 2018 To All Category – I Authorised Dealer Banks Madam/Sir Foreign Investment in India -Reporting in Single Master Form As announced in the First Bi-monthly Monetary Policy Review dated April 5, 2018, Reserve Bank, with the objective of integrating the extant reporting structures of various types of foreign investment in India, will introduce a Single Master Form (SMF). The SMF would be filed online. 2. SMF would provide a facility for reporting total foreign investment in an Indian entity {as defined in Foreign Exchange Management (Transfer or issue of security by a person resident outside India) Regulations 2017, dated November 7, 2017}, as also investment by persons resident outside India in an Investment Vehicle. 3. Prior to the implementation of the SMF, Reserve Bank would provide an interface to the Indian entities, to input the data on total foreign investment in a specified format. The interface will be available on RBI website https://firms.rbi.org.in from June 28, 2018 to July 12, 2018. Indian entities not complying with this pre-requisite will not be able to receive foreign investment (including indirect foreign investment) and will be non-compliant with Foreign Exchange Management Act, 1999 and regulations made thereunder. 4. The entities may be in readiness with the requirements to be provided in the Entity Master at Annex 1. The format of the SMF is at Annex 2. The final form, when hosted, will be available in the Master Direction-Reporting under FEMA, 1999. 5. AD Category-I banks may bring the contents of this circular to the notice of their customers / constituents concerned.6. The directions contained in this circular have been issued under sections 10(4) and 11(1) of the Foreign Exchange Management Act (FEMA), 1999 (42 of 1999) and are without prejudice to permissions / approvals, if any, required under any other law. Yours faithfully, (Shekhar Bhatnagar) Chief General Manager in ChargeMaster form 1.Entity Master – Company/Limited Liability Partnership/Startup (To be filled up by the company /LLP/start-ups which have foreign investment in them, within the time period and manner as stipulated by RBI ) 1.1 Whether Company Limited Liability Partnership Start-up Corporate Identity Number (CIN) /LLP Identification number (LLPIN) (21 digits) Name of the company/LLP (as appearing in the certificate of incorporation ) Date of incorporation Permanent Account Number (PAN) Registration number, if any, as allotted by RBI ( in case of FDI received by the company/LLP earlier) Whether the company/LLP is under Yes investigation by Directorate of Enforcement/CBI or any other investigative No agency for violation of FEMA, 1999Particulars (In Block Letters) Address of the Registered Office Pincode: State: District: City: Telephone/ Mobile No: Fax: E-mail: Listed/Unlisted 1.2 Business Activity Details Main Business Activity * NIC Code ( as per 2008 format) Description : (as defined in the National Identification Code(NIC) 2008) Brownfield /Greenfield (* In case the company is engaged in more than one activity, the applicant may mention the main business activity of the company, ensuring that all its activities are in compliance with extant regulations)1.3 Foreign Portfolio Investment as on __________(date) Investor type No of shares (on a Percentage Holding fully diluted basis) FPI NRI Others Total 1.4 Foreign investment in company/ LLP Paid up capital (on a fully diluted basis) of the company /total capital contribution in an LLP __________________ and face value of the shares _____________as on _____________________ (date) Particulars Number Percentage Number of equity shares (on fully diluted basis) other than Foreign Portfolio investment Or Capital contribution/profit shares (if LLP) (A) Foreign Portfolio Investment (B) Indirect foreign investment (C) Total (C=A+B+C) Note : Fully diluted basis means the total number of shares that would be outstanding if all possible sources of conversion are exercisedCommon details 1.Reporting for • Form FC-GPR - issue of capital instruments by an Indian company to a person resident outside India • Form FC-TRS - transfer of capital instruments between a person resident outside India and a person resident in India • Form LLP-I - FDI in LLP through capital contribution and profit shares • Form LLP-II - Disinvestment/ transfer of capital contribution and profit shares in LLP • Form ESOP - issue of ESOPs / sweat equity shares/ shares against exercise of ESOP by an Indian company to an employee resident outside India. • Form CN - issue or transfer of convertible notes • Form DRR - issue/transfer of Depository Receipts • Dorm DI – Reporting of downstream investment (indirect foreign investment) in a company or LLP • Form InVi- Reporting of investment by a person resident outside India in an Investment vehicle 1.1 Corporate Identity Number (CIN) /LLP Identification number (LLPIN) (21 digits) Company name /LLP name : ______________________________________________________ Permanent Account Number (PAN)2. Details of Foreign investment -Entry route and Applicable sectoral cap 2.1 Entry Route A. Automatic Route B. Government Route (attach copy of Government approval) 2.2 Applicable Sectoral cap /Statutory ceiling 2.3 Whether the foreign investment is YES received in the company/LLP and not for a specific project NO Project location Pin Code State DistrictForm FC-GPR Whether the reporting is : New : Subsequent Identification number/reference number :_______________ 1 Issue details: 1.1 Date of Issue : 1.2 Nature of Issue Preferential allotment / private placement/ Private Arrangement Rights Bonus Merger / demerger / Amalgamation ……………….(Attachment) Subscription to Memorandum of Association (MoA) Conversion of Convertible notes Capital Instruments issued under Schedule 7 of FEMA 20(R) Shares issued upon exercise of ESOPs Issue of sweat equity shares Issue of participating interest /rights in oil fields Others (please specify) 1.3 Amount of issue Total amount of Inflow : Rs _______________ Total amount for which capital instruments have been issued : Rs _______________ Refund, if any Rs _______________ Date of Refund __________ Does the amount refunded includes any interest payment : YES or NO Attachments : RBI approval1.4 Particulars of Issue Type of Capital Number Maturity Face Premi Issue Price Amount Instrument value um per of instrument consider ation* • Equity shares • Compulsorily Convertible Debentures • Compulsorily Convertible Preference shares • Warrants • Partly paid- up shares • Shares issued against Convertible notes • Shares issued upon exercise of options • Sweat equity shares • participating interest /rights in oil fields • Others (please specify) 1.4.2 For partly paid up shares/ share warrants Total amount of consideration : ____________ Amount received in the first tranche : ______ Amount received in the _nth _ tranche : ________ Date of receipt _________ Remarks 1.5. Pricing 1.5.1 Fair value of the shares (in Rs)__________________________ (Attach valuation certificate)1.5.2 Pre- determined Conversion formula for CCPS/CCDS/share warrants Conversion Ratio : _________________Period of conversion : ________________ 1.5.3 Whether the issue is pricing compliant : YES/NO If no, please provide the necessary approvals from the competent authority for the issue (Attach approval letter) 2. Details of foreign investors: 2.1 Number of investors : ________________ 2.1.1 Details of the foreign investor: 2.1.1.1 General Details Name Address Country Constitution / Nature of the investing Entity [Specify whether i. Individual ii. Company (Please specify if erstwhile OCB) iii. FPI iv. NRI v. FVCI vi. Others (please specify)] Percentage of shareholding (on a fully diluted basis) prior to this transaction 2.1.12 Remittance DetailsName and Address of AD bank through whom the inflow is received. Mode of payment : (i)Remittance through banking channel: (ii) NRE/FCNR (iii)Escrow A/c (iv)Swap of capital instruments (v) issue of equity shares against funds payable to its foreign investor (Attachment : relevant RBI approvals under FEMA, 1999) Description : (vi)Others (please specify) Date of Remittance Amount in foreign currency Amount in Rupees (In case the mode of payment is through swap of shares, equivalent amount of shares may be entered as amount of inflow) Attachments: FIRC/Debit statement KYC 2.1.1.3 Particulars of issue Type of Capital Number Maturity Face Premium Issue Amount of Instrument value Price per consideration instrume nt • Equity shares • Compulsorily Convertible Debentures • Compulsorily Convertible Preference shares • Warrants • Partly paid- up shares • Shares issued against Convertible notes • Shares issued upon exercise of options • Sweat equity shares• participating interest /rights in oil fields • Others (please specify) 2.1.1.3.1 For partly paid up shares/ share warrants Total amount of consideration : ____________ Amount received in the first tranche : ______ Amount received in the _nth _ tranche : ________ Date of receipt _________ RemarksForm FC-TRS Whether the FC-TRS reporting is : 1. New 2. Subsequent Identification number /reference number : Transfer by way of : Sale : Gift 1.1 Date of Remittance : 1.2 Date of Transfer : 1.3 Nature of Transfer Offer for sale in an IPO Preferential allotment / private placement / Private arrangement Swap of capital instruments Sell on stock exchange Purchase on stock exchange Participating interests/rights in oil fields Buy-out Merger / Demerger / Amalgamation Buy back Others (please specify) 1.4 Transfer type : Outflow : Transfer of capital instruments from a person resident outside India to a person resident in India (Please provide the acknowledgement letter for the initial investment) Inflow : Transfer of capital instruments from a person resident in India to a person resident outside India1.5 Details of the buyer: Name Address Country Status (whether person resident outside India or person resident in India) Constitution / Nature of the investing Entity [Specify whether 1. Individual 2. Company 3. FPI 4. NRI 5. FVCI 6. Others (please specify)] 1.6 Details of the Seller : Name Address Country Status (whether person resident outside India or person resident in India) Constitution / Nature of the investing Entity [Specify whether 1. Individual 2. Company 3. FPI 4. NRI 5. Erstwhile OCB 6. FVCI 7. Others (please specify)]1.7 Mode of payment- Particulars of Remittance Name and Address of AD bank : Total amount of consideration (In rupees): Whether (i) Payment on full consideration : (ii) Payment on deferred basis Total amount in the first tranche: Amount in the __ tranche and date of receipt : Total amount : (iii) Escrow arrangement : Total amount for which escrow arrangement been made : For subsequent inflow/outflow Amount: Date (iv) Indemnity arrangement Total amount for which indemnity arrangement been made: Inflow/Outflow in case indemnity is invoked Amount: Date : Please attach relevant extracts of the transfer agreement) Mode of Payment (i) Remittance through banking channel: (ii) Debit to NRE/FCNR/Escrow A/c (iii) Swap of capital instruments (iv) Others (please specify) (In case the mode of payment is through swap of shares, equivalent amount of shares may be entered as amount of inflow)Attachments: FIRC /Debit statement KYC 1.8 Particulars of Transfer Particulars of issue Type of Capital Number Maturity Face Premium Transfer Total amount of Instrument value Price per consideration(=Num instrument ber *transfer price per instrument) • Equity shares • Compulsorily Convertible Debentures • Compulsorily Convertible Preference shares • Warrants • Partly paid- up shares • Shares transferred as gift • participating interest /rights in oil fields • Others (please specify) 1.9 Pricing 1.9.1 Fair value of the capital instrument at the time of transfer (in Rs)____________ 1.9.2 Whether the transfer is pricing compliant: YES/NO If no, please provide the necessary approvals from the competent authority for the issue (Attach approval letter)Form LLP-I (Receipt of capital contribution) 1. Details of foreign investor making capital contribution : 1.1 General Details Name Address Country Constitution / Nature of the investing Entity [Specify whether i. Individual ii. LLP iii. Company (Please specify if erstwhile OCB) iv. FPI v. NRI vi. FVCI vii. Others (please specify)] 1.2 Remittance Details Name and Address of AD bank Mode of payment : (i) Remittance through banking channel (ii) NRE/FCNR account Date of Remittance : Amount remitted(in foreign currency): Amount remitted (in Rupees): Attachments: FIRC/Debit statement KYCForm LLP-II (Transfer of capital contribution/profit shares) 1.Transfer details: 1.1 Date of receipt of remittance: 1.2 Date of transfer 1.3 Transfer type : Transfer of capital contibution/profit shares from a person resident outside India to a person resident in India (Please provide the acknowledgement letter for the initial investment) Amount of outflow: Rs ________________ Transfer of capital contribution/profit shares instruments from a person resident in India to a person resident outside India Amount of inflow : Rs _________________ 1.4 Details of the buyer: Name Address Country Status (whether person resident outside India or person resident in India) Constitution / Nature of the investing Entity [Specify whether • Individual • Company • LLP • FPI • NRI • FVCI • Others (please specify)] 1.5 Details of the Seller : Name Address Country Status (whether person resident outside India or person resident in India) Constitution / Nature of the investing Entity [Specify whether • Individual • Company • LLP• FPI • NRI • FVCI • Others (please specify)] 1.6 Transfer details Date of the Percentage Value in Rs. Negotiated Amount of transaction of capital Price consideration in (fair price) contribution/ Rs. profit 1.7Mode of Payment Name and Address of AD bank Mode of payment : (i) Remittance through banking channel (ii) NRE/FCNR account Date of Remittance : Amount remitted(in foreign currency) Amount remitted (in Rupees) Attachments: FIRC/Debit statement KYCForm ESOP Scheme under which ESOPS are issued __________________________ (Attach relevant extracts of the scheme) Particulars of issue Date of issue Number of Maturity Pre-determined ESOPs issued Date issue priceForm CN Whether : New : Subsequent Identification number/ reference number Transaction type : 1. Issue of convertible notes 1.1 New 1.2 Repayment 1.3 Conversion of Convertible Notes 2. Transfer of convertible notes 1. Issue of Convertible Notes 1.1 Date of issue of convertible notes : ________ 1.2 Total amount of inflow : _________________ 1.3 Number of foreign investors : ________ Details of foreign investors : 1.3.1 General Details Name Address Country Constitution / Nature of the investing Entity [Specify whether i. Individual ii. LLP iii. Company (Please specify if erstwhile OCB) iv. FPI v. NRI vi. FVCI vii. Others (please specify)]1.3.2 Remittance Details Name and Address of AD bank through whom the inflow is received. Mode of payment : (i) Remittance through banking channel: (ii) NRE/FCNR/Escrow A/c (iii) Others (please specify) Date of Remittance : Amount remitted (in foreign currency) Amount remitted (in Rupees) Attachments: FIRC/Debit statement KYC 1.3.2 Repayment details : Whether the amount is being repaid to the same the foreign investor who initially acquired from the company : YES or NO Details of Foreign investor Name Address Country Constitution / Nature of the investing Entity [Specify whether i. Individual ii. LLP iii. Company (Please specify if erstwhile OCB) iv. FPI v. NRI vi. FVCI vii. Others (please specify)]1.3.2.1 Date of repayment : _______________ 1.3.2.2 Amount repaid (in rupees) : _______________ 1.3.3Conversion of Convertible notes 1.3.3.1 Date of conversion : _____________ 1.3.3.2 Amount converted (in rupees) : _______________ 2 Transfer of convertible notes 2.1. Date of transfer : 2.2. Transfer Type : Transfer of from a person resident outside India to a person resident in India (Please provide the acknowledgement letter for the initial investment) Amount of outflow : Rs ________________ Transfer from a person resident in India to a person resident outside India Amount of inflow : Rs _________________ 2.3 Details of the buyer: Name Address Country Status (whether person resident outside India or person resident in India) Constitution / Nature of the investing Entity [Specify whether 7. Individual 8. Company 9. FPI 10. NRI 11. FVCI 12. Others (please specify)] 2.4 Details of the Seller : Name Address CountryStatus (whether person resident outside India or person resident in India) Constitution / Nature of the investing Entity [Specify whether 8. Individual 9. Company 10. FPI 11. NRI 12. Erstwhile OCB 13. FVCI 14. Others (please specify)] 2.5 Mode of payment Name and Address of AD bank facilitating transfer Mode of payment : (i) Remittance through banking channel: (ii) NRE/FCNR/Escrow A/c (iii) Others (please specify) Date of Remittance : Amount remitted (in foreign currency) Amount remitted (in Rupees) Attachments: FIRC/Debit statement KYCForm DRR Whether : New : Subsequent 1. Name and address of the Domestic Custodian: 2. Name and address of the Global Custodian 3. Issue Details 3.1 Date of issue : 3.2 Country: 3.3 Particulars: 3.3.1 No of DRs issued 3.3.2 Underlying securities : equity shares/CCDs/CCPs/share warrants/ debt /units 3.3.3 Conversion Ratio 3.3.4 Amount raised: 3.3.5 Issue expenses, if any 3.3.6 Amount repatriated in India : 3.3.7 Amount kept abroad 4.Whether : Sponsored/Unsponsored 4.1 Sponsor details ; 4.2Name and address 5.Whether the DR is listed/traded on an International Exchange or trading platform: YES/ NO 5.1 Name of Stock Exchange 5.2 Date of commencement of tradingForm DI (For reporting of indirect foreign investment –investment by an FOCC in the Indian company/LLP directly or through investment on stock exchanges or Downstream investment by an Investment Vehicle in which neither the Sponsor nor the Manager nor the Investment Manager is Indian ‘owned and controlled’ directly or through investment on stock exchanges To be reported within 30 days of the date of allotment of shares/ CCDs/CCPS/warrants /partly paid up shares) Investment Details : • Investor type : Company/LLP /Investment Vehicle • Name and Address : • Date of investment : • Amount (in Rupees) : • Type of instruments : shares/CCDs/CCPs/warrants /partly paid up shares • No of shares on fully diluted basis : :Form InVi Details of foreign investment in Investment Vehicle (To be reported by the Investment Vehicle receiving investment by a person resident outside India within 30 days of the date of issue of units) 1. Name of the investment vehicle: 2. Type of investment vehicle : (Real Estate Investment trusts Infrastructure Investment trusts Alternate Investment Funds –Cat-I Alternate Investment Funds –Cat-II Alternate Investment Funds –Cat-III Others) Please specify : 3. Investor name : 4. Investor country 5. Investor type : Individual Company FPI NRI FVCI Others) Please specify : 6. Date of receipt of remittance : 7. Amount of remittance : 8. Date of issue of units : 9. Number of units allotted :(Common for all reportings) Pre and Post transaction –Shareholding pattern Foreign investment in company/ LLP Particulars Pre- Transfer Post-Transfer Number of equity shares (on fully diluted basis) Other than Foreign Portfolio Investment Or Capital contribution/profit shares (A) Foreign Portfolio Investment (B) Indirect foreign investment- Number of equity shares (on fully diluted basis) (C) Total (C=A+B+C) PercentageDECLARATION TO BE FILED BY THE AUTHORISED REPRESENTATIVE OF THE INDIAN COMPANY/LLP: We hereby declare that: 1. We comply with the procedure for issue of capital instruments/receipt of capital contribution as laid down under Foreign Exchange Management (Transfer or issue of security by person resident outside India) Regulations, 2017 notified vide Notification No. FEMA 20(R)/2017-RB dated November 07, 2017, as amended from time to time. 2. The investment is within the sectoral cap / statutory ceiling permissible under the regulations, ibid and in compliance with the attendant conditions. 3. The capital 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. (Check box) 3. 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 as in the specified format at Annex (ii) A certificate from SEBI registered Merchant Banker / Chartered Accountant indicating the manner of arriving at the price of the shares issued to the persons resident outside India (if applicable) Or A certificate from the Chartered Accountant/Cost Accountant/ approved valuer from the panel maintained by the Central Government, indicating the manner of arriving at the fair price of the capital contribution/profit shares issued to the persons resident outside India. (if 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/LLP)Annex CERTIFICATE TO BE FILED BY THE COMPANY SECRETARY/PRACTICING COMPANY SECRETARY OF THE INDIAN COMPANY OR DESIGNATED PARTNER/AUTHORISED SIGNATORY OF THE LLP RECEIVING FOREIGN INVESTMENT: In respect of the details as mentioned as mentioned above, we certify the following: (i) all the requirements of the Companies Act, 2013 /Limited Liability Act, 2008 have been complied with; (ii) terms and conditions of the Government approval, if any, have been complied with; (iii) the company/LLP is eligible to issue capital instruments/receive capital instruments under Foreign Exchange Management (Transfer or issue of security by a person resident outside India) Regulations, 2017 notified vide Notification No. FEMA 20(R)/2017-RB dated November 07, 2017, as amended from time to time. (iv) The company/LLP has all certificates issued by authorized dealers in India evidencing receipt of amount of consideration in accordance with Foreign Exchange Management (Transfer or issue of security by a person resident outside India) Regulations, 2017 notified vide Notification No. FEMA 20(R)/2017-RB dated November 07, 2017, as amended from time to time (v) The Investment Agreement/ Shareholder Agreement between the investor and the investee company is in compliance with the provisions of Foreign Exchange Management (Transfer or issue of security by a person resident outside India) Regulations, 2017 notified vide Notification No. FEMA 20(R)/2017-RB dated November 07, 2017, as amended from time to time (Name & Signature of the Company Secretary/practicing Company secretary) Or (Name and Signature of the Designated Partner / Authorized representative of the LLP) (Seal)Declaration by the Non-resident transferor / transferee I/We hereby declare that i. The particulars given above are true and correct to the best of my/our knowledge and belief. ii. I/ We, was/were holding the capital instruments of a company or capital contribution /profit shares in an LLP as per Foreign Exchange Management (Transfer or issue of security by a person resident outside India) Regulations, 2000 notified vide Notification No. FEMA 20/2000-RB dated 3rd May 2000, as amended from time to time on repatriation/non repatriation basis. iii. I/ We, am/are eligible to acquire the capital instruments in a company or capital contribution/profit shares in an LLP in terms of regulations, ibid. iv. The investment is within the sectoral cap / statutory ceiling permissible under the regulations, ibid and in compliance with the attendant conditions. Signature of the Declarant or his duly authorised agent Date: