Process for Filing of FC-GPR with RBI

When a company receives foreign investment, form FC-GPR is issued by the Reserve Bank of India (RBI). Accordingly, the company will issue shares to a foreign investor for such investment. The company is also required to give details of such allotment of shares using Form FC-GPR. In this article, we will have a detailed look at the process for filing FC-GPR with RBI.

What is FC-GPR (Foreign Currency- Gross Provisional Return)?

When a business receives FDI (Foreign Direct Investment) through equity investment, the entity allocates shares to the foreign investor. This transaction has to be reported in the form of FC-GPR issued by RBI. FC-GPR applies when an entity receives foreign investment and against such investment, the entity allocates shares to foreign investors. If the same happens, the entity should file details of such allotment of shares with the Reserve Bank of India as per RBI requirements for foreign direct investment within 30 days.

Purpose of filing– Form FC-GPR 

In Form FC-GPR, the transaction to be notified is to issue equity instruments by an Indian company to a person established outside India, i.e. allotment of shares/compulsorily transferable preference shares/compulsorily transferable debentures, whether at the time of incorporation or after incorporation of the companies.

Conditions for filing the FC-GPR form

Every company that has foreign investment is required to report to the RBI. Below are the conditions to be considered in the case of foreign direct investment.

• Foreign investment should be following the foreign direct investment (FDI) policy.
• Securities issued should be as per the foreign exchange management.

Note: Shares, convertible preference shares, and convertible debentures are the only securities considered under FDI.

Documents required for filing the FC-GPR form

Given below is a list of documents to be submitted along with the FC-GPR form.

• Declaration: Declaration to be attached as additional annexures in the format given in the RBI user manual.
• CS Certificate: CS certificate is to be attached as additional attachments as per the format given in the RBI user manual.
• Certificate of Valuation: A Certificate of Valuation is to be attached in place of the Certificate of Valuation as prescribed and used under FEMA 20(R). However, a valuation certificate is not required for the issuance of rights. A plain paper declaration may be attached that the issue of rights to a person or individuals resident outside India is not in a price range lower than that offered to a person resident in India.
• Relevant confirmation letters are to be attached as additional attachments for FC-TRS/FC-TRS filed for original rights investment or bonus issue.
• Resolution of the board of directors: The resolution of the board of directors shall be attached as additional attachments with relevant extracts.
• Memorandum of Association: The Memorandum of Association (MOA) is to be attached as additional annexures with relevant extracts if any.
• Merger/separation/amalgamation: These will be accompanied by the specified annexure with relevant approvals from the competent authority with relevant extracts.
• FIRC and KYC: Foreign Inward Remittance Certificate (FIRC) and KYC are to be attached.

FC-GPR Filing Process

The applicant reporting the transaction has registered for the entity user and the corporate user in the single main form on the FIRMS portal. The registration process is as follows:

Step 1- Registration for Business User 

To register as a new business user, the applicant must visit the official website of the FIRMS and register as per the procedure below: 

• Click on registration for new business users and fill in the form. 
• After filling in the details, the business user has to submit the registration form, which will be verified by the relevant branch of the authorized dealer bank. 
• Rejection or approval of the same would be communicated by email to the business user on the email provided for registration. 
• Form FC-GPR is issued by the Reserve Bank of India (RBI) when a company receives a foreign investment and for such investment, the company allots shares to the foreign investor, then the company must record the details of such allotment shares using the FC-GPR form.

Step 2- Now log in to the Single Master Form (SMF) 

• To log in to the companies, the applicant must log in using the username and password received by email. 
• The applicant selects the return type as FC-GPR and then fills in the information as per the following tabs.

Step 3- Details in FC-GPR 

Entity Details: Company investee details like CIN, Company Name, and PAN details are pre-populated while some other details like entry route and relevant sector cap/statutory cap will be must be reported separately.

Issue details

• Issue date, nature of the issue, and initial FC-GPR reference number in case of subsequent filing. 
• If the change in the shareholding pattern as a result of this reported transaction has already been accounted for in the pre-transaction shareholding pattern, select yes or no.

Details of Foreign Investors

• General details such as the number of investors, name, address, country of residence, and constitution/nature of investing entity. 
• Transfer details like the name and address of AD Bank, payment method, transfer date and amount, and FIRC number need to be filled in.

Issue amount

The total amount of inflow and the amount for which the equity instruments were issued will be automatically filled according to the previously filled data.

Issue Particulars

• Details like type of equity instruments, number of instruments, conversion ratio, number of shares on a fully diluted basis, face value, premium, issue price per instrument, and value of allotment shares will be given in the form. 
• The fair value of issue as per the valuation report of merchant banker/chartered accountant registered with SEBI, as the case may be. The valuation report will be attached under the Certificate of Valuation tab. And finally, there would be a statement from the applicant.

Shareholder Pattern

The applicant shall ensure that the details in the form are filled in correctly so that the automatically calculated shareholder pattern is correct. 

• Pre-transaction values are automatically calculated from the main entity. 
• Post-transaction values are calculated automatically based on the data entered in the form. 

Also after Transaction = Value of Shares before Transaction + Value of Shares Reported in Form.

Step 4- Form Submission

After filling in all the details, save and submit the form with the following attachments–

• Copy of FIRC 
• Copy of KYC (Know Your Customer) report of the sender. 
• Declaration of Authorized Representative of Indian Company as per the format provided 
• CS Certificate as per format given in RBI User Manual stating that all requirements have been met. 
• Valuation report by a Chartered Accountant/Merchant Banker indicating the method of arriving at the value of equity instruments issued to a person resident outside India, as the case may be. 
• Copy of FIPB approval (if required) Board resolution for allotment of securities along with the list of allottees. 
• Direct debit authorization. Statement of Transfer of CCPS Price Guideline Statement Reason for the delay in submission, if required.

Post requirements of filing FC-GPR

Securities must be allotted within 60 days from the date of receipt of the application money. After the submission of the form FC-GPR, share certificates will be issued and the Register of Members will be updated.

Penalty for not filing form FC-GPR with RBI

Any delay in reporting after the prescribed period will be penalized a percentage of the total amount of investment subject to a minimum of five thousand rupees and a maximum of five lakh rupees per month or part thereof for the first six months of delay and double that rate thereafter. It is to be paid online to the designated account in RBI.

Final words

Thus when a company receives Foreign Direct Investment (FDI) through equity investment, the company allots shares to the foreign investor for this and there is a mandatory reporting requirement to the RBI (Reserve Bank of India) to be done in the form of FC-GPR. It is a type of form issued by the RBI under the Foreign Exchange Management Act, of 1999, and can be used only after the approval of company registration with due process.

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