RBI/2006-2007/336
A. P. (DIR Series) Circular No.40 April
20, 2007 To All Category - I Authorised Dealer Banks Madam
/ Sir,
Reporting under FDI Scheme - Revised Form FC-GPR Attention
of Authorised Dealer Category-I (AD Category - I) banks is invited to the 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
May 3, 2000 (the Notification), as amended from time to time. In terms of para
9 (1) B of Schedule I to the Notification, Indian companies are required to report
the details of Foreign Direct Investment (FDI) in Form FC-GPR to the Regional
Office of RBI within whose jurisdiction the Registered Office of the Company operates,
within 30 days of issue of shares. 2. In order to capture the details of
FDI in a comprehensive manner, Form FC-GPR has been revised in consultation with
the Government of India. Accordingly, the details of FDI should, henceforth, be
reported in the revised Form FC-GPR, enclosed as Annex. 3.
As per the revised format, details of FDI are required to be furnished in
Part A and Part B. Part A has to be filed by the Company,
through AD Category – I bank, to the concerned Regional Office of RBI. Part
B, which is an annual report of all investments made in the company during a financial
year, is required to be submitted directly by the Company to the Director, Balance
of Payment Statistical Division, Department of Statistical Analysis & Computer
Services, Reserve Bank of India, C 9, 8th floor, Bandra-Kurla Complex, Bandra
(E), Mumbai 400 051, by 30th June every year. 4. The AD Category –
I bank in India, receiving the remittance should obtain a KYC report in respect
of the foreign investor from the overseas bank remitting the amount. If the AD
Category – I bank receiving the remittance is different from the AD Category
– I bank forwarding Form FC-GPR, the latter should file Form FC-GPR along
with a certificate from the former of having received the inward remittance and
the KYC report. 5. Necessary amendments to the 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 May 3, 2000 will be
issued separately. 6. AD Category - I banks may bring the contents
of this circular to the notice of their constituents and customers concerned.
7. The directions contained in this circular have been issued under sections
10(4) and 11(1) of the Foreign Exchange Management Act, 1999 (42 of 1999) and
is without prejudice to permissions / approvals, if any, required under any other
law. Yours faithfully,
(Salim Gangadharan)
Chief General Manager
[Annex to A.
P. (DIR series) Circular No. 40 dated April 20, 2007]
Annex FC-GPR
PART - A (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 fresh investment in the
Company is received, along with the following documents: i) A certificate
from the Company Secretary of the company accepting investment from persons resident
outside India
ii) A certificate from Statutory Auditors or
Chartered Accountant indicating the manner of arriving at the price of shares
issued to the persons resident outside India (as specified in para 9 B of Schedule
I to Notification No. FEMA 20/2000-RB dated May 3, 2000.)
PAN Number Date of issue /transfer of
shares
No. | Particulars | (In
Block Letters) | 1. | Name Address State Registration
No. given by Registrar of Companies
Whether existing company or new company
(strike off whichever is not applicable) If existing company, give registration
number allotted by RBI for FDI, if any | Existing company / New company | Fax | | Telephone | | e-mail | |
2. | Description
of the main business activity NIC Code | | Location of the project
and NIC code for
the district where the project is located | | Percentage of FDI allowed
as per FDI policy | |
3 | Details
of the foreign collaborator | |
Name Address Country Constitution
(specify whether Foreign National/Foreign Company/ FVCI / FII / NRI / PIO / others) | | 4 | Particulars
of Shares / Convertible Debentures Issued | (a) | Nature
and date of issue
| Nature
of issue | Date
of issue | Number
of shares/ convertible debentures | 01 | IPO
/ FPO | | |
02 | Preferential
allotment /
private placement | | |
03 | Rights | | |
04 | Bonus | | |
05 | Conversion
of ECB | | |
06 | Conversion
of royalty
(including lump sum payments) | | |
07 | ESOPs | | |
08 | Others
(please specify) | | |
| Total | | |
|
(b) | Type
of security issued | | Nature
of security | Number
| Maturity | Face
value | Issue Price
per share | Amount
of inflow* | Equity | | | | | |
Convertible Debentures
(CDs) | | | | | |
(a) Compulsorily CDs | | | | | |
(b) Optionally CDs | | | | | |
(c) Partially CDs | | | | | |
Preference shares (PS) | | | | | |
(a) Convertible PS | | | | | |
(b) Non-Convertible PS | | | | | |
Units of VCFs | | | | | |
Others | | | | | |
| Total | | | | | |
i) In case the issue price is greater than the
face value please give break up of the premium received
ii) * In case
the issue is against conversion of ECB or royalty, a Chartered Accountant's Certificate
certifying the amount of the outstanding on the date of conversion
(c) | Break
up of premium | Amount |
| Control
Premium | | | Non
competition fee | | | Others* | |
| Total | |
*please specify the nature
(d) | Total
inflow (in Rupees) on account of issue of shares to non-residents (including
premium, if any) vide (i) Remittance through AD:
(ii) Debit to NRE/FCNR
A/c with Bank_________
(iii) Others Date of reporting of (i)
above to RBI under Para 9 (1) A (i) of Notification No. FEMA 20/2000-RB dated
May 3, 2000, as amended from time to time. | |
(e) | Disclosure
of fair value of shares issued** |
| We are
a listed company and the market value of a share as on date of the issue is
* | |
| We are
an un-listed company; and the fair value of a share is* | |
** before issue of shares
*(Please indicate as applicable)
5. Post issue pattern
of shareholding | | Equity | Preference
Shares/Convertible Debentures | Investor
category | No.
of
shares | Amount
(Face Value)
Rs. | % | No.
of
shares | Amount
(Face Value)
Rs. | % | a) | Non-Resident
| Foreign Nationals | | | | | | |
Foreign Companies | | | | | | |
FIIs | | | | | | |
FVCIs | | | | | | |
NRIs/PIOs | | | | | | |
Sub Total | | | | | | |
b) | Resident
| | | | | | |
Total | | | | | | |
DECLARATION TO BE FILED BY THE AUTHORISED REPRESENTATIVE
OF THE INDIAN COMPANY:
We hereby declare that: 1. We
comply with the procedure for issue of shares 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 policy/cap
permissible under the Automatic Route of RBI and we fulfill all the conditions
laid down for investments under the Automatic Route namely (strike off whichever
is not applicable)
a) Foreign entity(ies)-(other than individuals),
to whom we have issued shares have existing joint venture or technology transfer
or trade mark agreement in India in the same field. (Conditions stipulated in
Press Note 1 of 2005 Series dated January 12, 2005 have been complied with). OR b)
Foreign entity(ies)-(other than individuals), to whom we have issued shares do
not have any existing joint venture or technology transfer or trade mark agreement
in India in the same field.
c) We are/ are not an SSI unit & the
investment limit of 24 % of paid-up capital has been observed/ requisite approvals
have been obtained.
d) Shares have been issued on rights basis and the
shares are issued to non-residents at a price that is not lower than that at which
shares have been issued to residents. OR e)
Shares issued are bonus shares. OR f)
Shares have been issued under a scheme of merger and amalgamation of two or more
Indian companies or reconstruction by way of demerger or otherwise of an Indian
company, duly approved by a court in India. OR g)
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 --------------------.
(Delete
whichever is not applicable under signature) (Signature of
the Applicant)* :___________________________________________ (Name
in Block Letters)
:___________________________________________ (Designation of the signatory)
:___________________________________________ Place: Date:
(* To be signed by Authorised signatory of the Company) CERTIFICATE
TO BE FILED BY THE COMPANY SECRETARY OF THE INDIAN COMPANY ACCEPTING THE INVESTMENT:
(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 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
9 (1) (B) of Schedule 1 to Notification No. FEMA 20/2000-RB dated May 3, 2000.
(Name & Signature of the Company Secretary) (Seal)
[Annex to A. P. (DIR series) Circular No. 40 dated April
20, 2007] FC-GPR PART-B
(i) This is an annual report to be submitted by 30th of June
every year, pertaining to all investments by way of direct/portfolio/re-invested
earnings/others in the Indian company made during the preceding financial year
(April to March).
(i.e. the report in Part B submitted by 30th June 2007
will pertain to the investments made during the financial year April 2006 to March
2007). (ii) To be submitted to the Director, Balance of Payment Statistical
Division, Department of Statistical Analysis & Computer Services, Reserve
Bank of India, C9, 8th Floor, Bandra-Kurla Complex, Bandra (E), Mumbai –
400051; Tel: 2657 1265, 2657 2513)
-------------------------------------------------------------------------------------------------------------------------------- PAN
Number
Date
No. | Particulars | (In
Block Letters) | 1. | Name Address State Registration
No. given by the Registrar of Companies | |
2. | Name
of the Contact Person:
Tel.
E-mail:
Fax:
Web site (if any): | 3. | Account
closing date: | 4. | Details
of changes if any, with regard to information furnished earlier (Change in name
of company / Change of location, activities, etc.) | |
FORM FC-GPR (PART-B)
| | 5. Foreign Direct Investment
(FDI) | | | | Amount
in Lakhs of Rupees | | | Foreign
Liabilities In India # | Foreign
Assets Outside India ## | | | Outstanding
at March end of Previous Year | Outstanding
at March end of Current Year | Outstanding
at March end of Previous Year | Outstanding
at March end of Current Year | | | 5.0
Equity Capital | | | | |
| | 5.1 Other Capital $ | | | | |
| | 5.2 Disinvestments during the year | | | | |
| | 5.3 Retained earnings during the
year | | | | |
6. Portfolio and Other Investment (PIS)
[Please furnish here the outstanding investments other than those
mentioned under FDI above] | | Amount
in Lakhs of Rupees | | Foreign
Liabilities In India | Foreign
Assets Outside India | | Outstanding
at March end of Previous Year | Outstanding
at March end of Current Year | Outstanding
at March end of Previous Year | Outstanding
at March end of Current Year | 6.0
Equity Securities | | | | |
6.1 Debt Securities | | | | |
6.1.1 Bonds and Notes | | | | |
6.1.2 Money Market Instruments
| | | | |
6.2 Disinvestments in India during the year | | | | |
7. Financial Derivatives
(notional value) | | | | |
8. Other Investment | |
8.1 Trade Credit | | | | |
8.1.1 Short Term | | | | |
8.1.2 Long Term | | | | |
8.2 Loans | see
note@ below | 8.3 Others | | | | |
8.3.1 Short Term | | | | |
8.3.2 Long Term | | | | |
# Please furnish the outstanding investments of non-resident
investors (Direct Investors) who were holding 10 % or
more ordinary shares of your Company on the reporting
date. ## Please furnish here your investments outside the country in each
of which your Company held 10 per cent or more
ordinary shares of that non-resident enterprise on the reporting date.
Use
March-end market price/exchange rate. $ Other Capital transactions
between the non-resident direct investor and investee / reporting company includes:
i) Short Term Borrowing from overseas investors, ii) Long Term Borrowing from
overseas investors, iii) Trade Credit, iv) Suppliers Credit, v) Financial Leasing,
vi) Control Premium, vii) Non-Competition Fee in case of transactions not involving
issue of shares, viii) Non-cash acquisition of shares against technical transfer,
plant and machinery, goodwill, business development and similar considerations
and ix) investment in immovable property made during the year.
@Note: As the details of the Loans availed by your company
are collected through Authorised Dealers separately by Foreign Exchange Department
of the RBI in ECB returns, the details of external loans availed by your company
need not be filled in. However, the external loans extended by your company to
WOS/JVs outside India should be reported.
FORM
FC-GPR (PART-B)
9. | Persons
employed during the year | | Directly
| | | Indirectly | |
| Total | |
Signature of the Applicant *
:___________________________________________
Name in Block Letters
:___________________________________________ Designation of the signatory
:___________________________________________ Place:
Date: (* To be signed by Authorised signatory of the Company) |