Foreign Currency Gross Provisional Return (FC-GPR)

When a company receives FDI through equity investment, the company allots shares to the foreign investor and there is a basic reporting requirement with the RBI in the FC-GPR form. This form is issued by the Reserve Bank under the Foreign Exchange Management Act 1999. In this article, let us have a look at the FC-GPR filing.

What is FC-GPR form?

This is a form (Foreign Currency-Gross Provisional Return) issued by the Reserve Bank when a company receives a foreign investment and based on such investment the company allots shares to the foreign investor, then the company should submit details of such allotment of shares to the RBI within 30 days, and therefore the company is required to use form FC-GPR to submit the details to the Reserve Bank.

Details required for filing the FC-GPR form

Within 30 days from the date of the issue of securities, the company is required to file this form with RBI, but before reporting the transactions, the applicant should obtain the following details:

• Unique Identification Number from RBI by reporting advance foreign payment;
• KYC report;
• CS certificate;
• Certificate from SEBI Registered Merchant Banker/CA;
• disclaimer certificate;
• statutory auditor’s certificate;
• board resolution;
• Copy of FIPB approval;
• NOC from remitter for shares allocated to a third party;
• A letter from a foreign investor stating the reasons for subscribing to shares;
• Copy of contract/board resolution; and
• Reason for delay in shipment, if requested.
• It may be noted that Reserve Bank or AD Bank may ask for any other document if required.

Time of filing this form

This must be submitted in the following cases:

• In the case of incorporation, if the shareholder is a non-resident: After incorporation, the company is required to open a bank account. Once the subscription money is received in the bank account, one needs to report to RBI this form.
  According to FEMA, there is no timeline for depositing the subscription money in the case of newly incorporated companies, but under the Companies Act, there is a mandatory need for the underwriters to bring in the subscription money within 180 days from the date of incorporation.

• Further issue of shares: Only the following securities are considered foreign direct investments:

If the share application money is obtained, the shares are required to be allotted within 60 days from the date of receipt of the application money. When shares are allotted, reporting in Form FC-GPR should be done within 30 days.

The procedure for filing the FC-GPR form with RBI

Step 1- Register for a business user: To register as a business user, go to the COMPANY website and open registration or for a new business user on the website. Fill out the form with details like name, username, email address, phone number, address, etc.

Step 2– Login to the FIRMS: To log in to the FIRMS, go to its website. Using the username and password provided via email, a business user could set a new password. By logging in to FIRMS, the company user gets to their workspace.

Step 3- Login to SMF (Single Master Form): Once the submission process is complete, you will be able to log in to SMF Businesses and access your workspace. Click on the left navigation button where you will see many options.

Step 4– Select the return type: On a single master form, click on a return type where multiple forms are displayed. Select form FC-GPR and click add new return. The user would be redirected to this form and certain details would be pre-filled while some would be required to be filled.

Step 5- Investment details: These details are common to all returns that can be reported in SMF. Fill in common investment details like share-holding pattern, share issue date, etc.

Step 6- Details of the problem: Details of the issue such as the date of issue, nature of the issue, and whether a change in shareholding pattern as a result of the reported transaction has already been accounted for.

Step 7– Foreign Investment Details: Details of foreign investors such as the number of investors, and general details such as name, and country of residence.

Step 8– Issue amount: In the FC-GPR form, the next step involves filling in the total amount of the inflow and the total amount for which the capital instruments were issued.

Step 9 – Release Data: The next step involves detailing the problem. The consolidated emission data must be filled in automatically. The fair value of the issue should be recorded according to the valuation sheet issued by the authorized person with an attachment as a valuation sheet. Finally, there must be a corporate user statement.

Step 10 – Stock holding pattern: The business user must ensure that the details are filled in correctly so that the shareholding pattern that is auto-populated is correct.

Step 11 – Submit the form: After filling in all the information, click Save and submit the form.

Consequences of non-filing FC-GPR form with RBI

Any delay in reporting after the allowed time will be sanctioned. The penalty is subject to a minimum of 5,000 rupees and a maximum of 5 lakh rupees per month or part thereof for the first six months of delay and doubles that rate thereafter.

Final words

The processing of applications in the consolidated form of the SMF within the given time frame facilitated the reporting of FDI transactions. However, there is a practical limitation associated with making an application to an SMF account only one application can be processed at a time across all the SMF accounts of an Indian entity and unless the said application is approved/rejected, the Indian entity cannot make another application to any of its SMF accounts.