Reporting under FDI Scheme - Revised Form FC-GPR - FEMA - 040

Reporting under FDI Scheme - Revised Form FC-GPR 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 by 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)