FC-GPR is a FEMA reporting form used by an Indian company to report the issue of equity instruments to a person resident outside India as FDI. It captures details of the foreign investor, investment, issue/allotment, valuation, pricing, entry route and post-issue shareholding. The form is filed through RBI’s FIRMS/SMF portal within 30 days of issue/allotment, through the company’s AD Category-I bank, along with applicable supporting documents.
Form FC-GPR
(To be filed by the company through its Authorised Dealer Category – I bank with the Regional Office of the RBI under whose jurisdiction the Registered Office of the company making the declaration is situated as and when shares/convertible debentures / others are issued to the foreign investor, along with the documents mentioned in item No. 5 of the undertaking enclosed to this form. All fields are mandatory) .
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Permanent Account Number (PAN) of the investee company given by the Income Tax Department |
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Date of issue of shares / convertible debentures/others |
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Particulars |
(In Block Letters) |
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1.
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Name of the Investee Company
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Address of the Registered Office of the Investee Company with City, District and State clearly mentioned
Telephone
Fax
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State
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Registration No. given by Registrar of Companies and Date of Incorporation. |
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Whether existing company or new company (strike off whichever is not applicable) |
Existing company / New company (Brownfield) ( Greenfield)
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If existing company, give registration number allotted by RBI for FDI, if any |
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2. |
Description of the main business activity NIC Code
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Location of the project and NIC code for the district where the project is located a) Detailed address including Name, City, District and State b) Code for District c) Code for State
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Percentage of FDI allowed as per FDI policy (Sectoral cap under FDI Policy)
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State whether FDI is allowed under Automatic Route or Approval Route (strike out whichever is not applicable) (If under approval route, give SIA/FIPB approval No. with date)
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Automatic Route / Approval Route |
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3 |
Details of the foreign investor / collaborator* (Details of foreign residence to be given. Indian address if any should not be given) |
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Name
Address Country Constitution / Nature of the investing Entity [Specify whether
Date of incorporation: |
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* If there is more than one foreign investor/collaborator, separate Annex may be included for items 3 and 4 of the Form.
2 SWF means a Government investment vehicle which is funded by foreign exchange assets, and which manages those assets separately from the official reserves of the monetary authorities.
(#)The investment/s is/are made by FVCI under FDI Scheme in terms of Schedule I to Notification No. FEMA 20/2000-RB dated May 3, 2000.
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4 |
Particulars of Shares / Convertible Debentures /others Issued |
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(a)
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Nature and date of issue
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(b) |
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* In case the issue is against conversion of ECB or royalty or against import of capital goods by units in SEZ, a Chartered Accountant's Certificate certifying the amount outstanding on the date of conversion.
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(c) |
Break up of premium |
Amount |
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Control Premium |
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Non competition fee |
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Others@ |
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Total |
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@ Please specify the nature
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(d) |
Total inflow (in Rupees) on account of issue of shares / convertible debentures/others to non-residents (including premium, if any) vide (i) Remittance through AD: Date of reporting of (i) and (ii) above to RBI under Para 9 (1) A of Schedule I to Notification No. FEMA 20 /2000-RB dated May 3, 2000, as amended from time to time. |
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(e) |
Disclosure of fair value of shares issued** |
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We are a listed company and the market value of a share as on date of the issue is* |
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We are an un-listed company and the fair value of a share is* |
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** before issue of shares
*(Please indicate as applicable)
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5. Post issue pattern of shareholding |
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Equity |
Compulsorily convertible Preference Shares/ Debentures/others |
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Investor category |
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Amount |
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Amount |
% |
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a) |
Non-Resident |
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01 |
Individuals |
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02 |
Companies |
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03 |
FIIs |
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FVCIs (#) |
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05 |
Foreign Trusts |
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Private Equity Funds |
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Pension/ Provident Funds |
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08 |
Sovereign Wealth Funds |
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Partnership/ Proprietorship Firms |
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10 |
Financial Institutions |
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NRIs/PIO |
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12 |
Others (please specify) |
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Sub Total |
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b) |
Resident |
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Total |
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(#) The investment/s is/are made by FVCI under FDI Scheme in terms of Schedule I to Notification No. FEMA 20/2000-RB dated May 3, 2000.
DECLARATION TO BE FILED BY THE AUTHORISED REPRESENTATIVE OF THE INDIAN COMPANY: (Delete whichever is not applicable and authenticate)
We hereby declare that:
1. We comply with the procedure for issue of shares / convertible debentures as laid down under the FDI scheme as indicated in Notification No. FEMA 20/2000-RB dated 3rd May 2000, as amended from time to time.
2. The investment is within the sectoral cap / statutory ceiling permissible under the Automatic Route of RBI and we fulfil all the conditions laid down for investments under the Automatic Route namely (strike off whichever is not applicable).
a) Shares issued on rights basis to non-residents are in conformity with Regulation 6 of the RBI Notification No FEMA 20/2000-RB dated 3rd May 2000, as amended from time to time.
OR
b) Shares issued are bonus.
OR
c) Shares have been 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, duly approved by a court in India.
OR
d)Shares are issued under ESOP and the conditions regarding this issue have been satisfied
3. Shares have been issued in terms of SIA /FIPB approval No.___________________ dated ____________________
4 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 Paragraph 9 (1) (B) of Schedule 1 to Notification No. FEMA 20/2000-RB dated May 3, 2000:
- A certificate from our Company Secretary certifying that
- all the requirements of the Companies Act, 1956 have been complied with;
- terms and conditions of the Government approval, if any, have been complied with;
- the company is eligible to issue shares under these Regulations; and
- the company has all original certificates issued by authorised dealers in India evidencing receipt of amount of consideration in accordance with paragraph 8 of Schedule 1 to Notification No. FEMA 20/2000-RB dated May 3, 2000.
- 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.
6. Unique Identification Numbers given for all the remittances received as consideration for issue of shares/ convertible debentures/others (details as above), by Reserve Bank.
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(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)
CERTIFICATE TO BE FILED BY THE COMPANY SECRETARY OF THE INDIAN COMPANY ACCEPTING THE INVESTMENT (1):
(As per Para 9 (1) (B) (i) of Schedule 1 to Notification No. FEMA 20/2000-RB dated May 3, 2000)
In respect of the abovementioned details, we certify the following :
1. All the requirements of the Companies Act, 1956 have been complied with.
2. Terms and conditions of the Government approval, if any, have been complied with.
3. The company is eligible to issue shares / convertible debentures/others under these Regulations.
4. The company has all original certificates issued by AD Category – I banks in India, evidencing receipt of amount of consideration in accordance with paragraph 8 of Schedule 1 to Notification No. FEMA 20/2000-RB dated May 3, 2000.
(Name & Signature of the Company Secretary) (Seal)
FOR USE OF THE RESERVE BANK ONLY:
(1) If the company doesn’t have full time Company Secretary, a certificate from practicing Company Secretary may be submitted
Registration Number for the FC-GPR:
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Unique Identification Number allotted to the Company at the time of reporting receipt of remittance
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Author Bio
Prashant
Comments
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