RESERVE BANK OF INDIA

FOREIGN EXCHANGE DEPARTMENT

FOREIGN INVESTMENT REPORTING AND MANAGEMENT SYSTEM

(FIRMS)

User Manual for Business Users

1
Version No. Date Changes Made Pages
1.0 02-08-2023 (i) LSF payment via NEFT/RTGS 16,17, and
115
(ii) Exemption to Listed Indian 104
Companies making Downstream
Investment from submitting Annex
V declaration.
2.0 20-10-2023 (i) Form ESOP, DI and InVi 75, 76, 82,
83, 94, and
95
(ii) The Form Reference Number of the 16
reporting for which LSF is being
paid shall be mentioned in the
“Remark’s” column of the
NEFT/RTGS transaction.
(iii)Annexure-III: List of Mandatory 101
Documents
3.0 20-10-2023 (i) Contact Details of RO’s updated 16
4.0 21.09.2024 Version updates are color coded in Red. NA

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TABLE OF CONTENTS:

 INTRODUCTION: ................................................................................................. 4
 IMPORTANT ABBREVIATIONS: ......................................................................... 5
 DEFINITIONS: ...................................................................................................... 6
 BUSINESS USER (BU) REGISTRATION: ........................................................... 7
 PROCESSING AND SUBMISSION OF SINGLE MASTER FORM (SMF) ......... 13
• FC-GPR………………………………………………………………………………18
• FCTRS………………………………………………………………………………..35
• LLP-I ………………………………………………………………………………..48
• LLP-II ………………………………………………………………………………..54
• FORM CN………………………………………………………………………..…..62
• FORM ESOP..………………………………………………………..……………..70
• FORM DI………………………………………………………………………….....76
• FORM DRR………………………………………………………………………….83
 FORM INVI ......................................................................................................... 90
 SHAREHOLDING PATTERN – AN EXPLANATION: ........................................ 94
 Other Reporting Guidelines -1 ......................................................................... 95
 Other Reporting Guidelines -2 ......................................................................... 97
 CONTACT US: ................................................................................................... 98
 ANNEX - I ........................................................................................................... 99
 ANNEX - II ........................................................................................................ 100
 ANNEX – III ...................................................................................................... 101
 Annex – IV ....................................................................................................... 106
 Annex – V ........................................................................................................ 109
 Annex - VI ........................................................................................................ 110
 Annex - VII ....................................................................................................... 111
 Annex - VIII ...................................................................................................... 112
 Annex - IX ........................................................................................................ 113
 Annex - X ......................................................................................................... 114
 Annex - XI ........................................................................................................ 115
 Annex – XII ...................................................................................................... 116

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INTRODUCTION:

i. The Reserve Bank, in the First Bi-monthly Monetary Policy Review dated April 5, 2018
announced that with the objective of integrating the extant reporting structures of
various types of foreign investment in India, it will introduce a Single Master Form
(SMF) subsuming all the existing reports.

ii. In order to implement this announcement, the Reserve Bank introduced an online
application, FIRMS (Foreign Investment Reporting and Management System), which
would provide for the SMF. FIRMS was made online in two phases. In the first phase,
the first module viz., the Entity Master, was made available online. Instructions in this
regard were issued through A. P. Dir. Series Circular No. 30 dated June 07, 2018
(https://rbi.org.in/Scripts/BS_CircularIndexDisplay.aspx?Id=11297).

iii. In the second phase, the second module was made available with effect from
September 01, 2018. With the implementation of SMF, the reporting of FDI, which was
a two-step procedure viz., ARF and FC-GPR were merged into a single revised FC-
GPR. With effect from September 01, 2018, five forms viz., FC-GPR, FC-TRS, LLP-I,
LLP-II and CN were being made available for filing in SMF. The other three forms viz.,
ESOP, DI, and DRR were made available for filing with effect from October 23, 2018.
With effect from September 01, 2018, all new filings for the 5 forms and other three
forms viz., ESOP, DRR and DI with effect from October 23, 2018 have to be done in
SMF only. Form InVi was made available for filing in SMF with effect from February 05,
2019.

(iv) From January 05, 2023, a rationalised version of FIRMS was launched with the
following changes –

(a) Auto-acknowledgement of SMF on FIRMS to address the issue of sequential filing.

(b) Online calculation of Late Submission Fee (LSF).
(c) Online payment of LSF through NEFT/ RTGS.

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IMPORTANT ABBREVIATIONS:

ABBREVIATION DESCRIPTION

NDI Rules Foreign Exchange Management (Non-debt Instruments)

Rules, 2019 dated October 17, 2019 as amended from time to
time.

FEMA 395 Foreign Exchange Management (Mode of Payment and

Reporting of Non-Debt Instruments) Regulations, 2019 dated
October 17, 2019, as amended from time to time.

SMF Single Master Form

AD Bank Authorised Dealer Bank

BU Business User

EM Entity Master

LLP Limited Liability Partnership

CN Convertible Notes

ESOP Employee Stock Option Plan

DR Depository Receipts

ADR American Depository Receipts

GDR Global Depository Receipts

DI Downstream Investment

InVi Investment vehicle

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DEFINITIONS:

i. FIRMS: An online reporting platform for reporting of foreign investment into

India brought in accordance with FEMA or the rules and regulations framed, or
directions issued thereunder as amended from time to time. Further, FIRMS
provides a one stop, 24x7 online reporting facility for applicants.

ii. Single Master Form (SMF): A master form which provides for the reporting of 9
forms for foreign investment viz., FC-GPR, FC-TRS, LLP-I, LLP-II, CN, DRR,
ESOP, DI and InVi. With effect from September 1, 2018, five forms viz., FC-GPR.,
FC-TRS, LLP-1, LLP-II and CN were made available. Other three forms viz.,
ESOP, DI and DRR were made available for filing with effect from October 23,
2018. Form InVi was available for filing with effect from February 05, 2019.

iii. Business User (BU): A BU is an applicant who reports the transaction in Single
Master Form in FIRMS. A BU can use his login credentials for only the entity that
has authorized him/her to report the transactions. If the person wants to act as
a BU for another entity, he must register himself separately. Further, at the time
of registration, the BU must select the IFSC code of the bank which would
approve the e-KYC (explained under the head “Registration of Business User”).
In case the IFSC details are changed i.e., BU wishes to submit the reporting to
another branch or another bank, while the entity being the same, the BU needs
to repeat the registration process for Business user with the new IFSC code and
obtain separate Login.

iv. Know Your Customer (KYC): Every business user has to be KYC verified before
any reporting is made in the Single Master Form. For the remittance received
from the non-resident investor, the KYC of the same is to be provided along with
the forms in SMF as and where applicable. Format -KYC is provided in Annex II.

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 BUSINESS USER (BU) REGISTRATION:

1. Process flow for BU Registration:

Legend:
EM – Entity Master (Investee Company)

BU – Business User (Authorized person to file SMF)

FIRMSBU – portal for AD/RBI users can be accessed via “fed.rbi.org.in”

FIRMS – portal for filing forms by BU Users can be accessed over internet via
https://firms.rbi.org.in

NOTE: BUs are advised to ensure that the Entity for which the foreign investment is
being reported is registered in the FIRMS portal.

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2. REGISTRATION FOR BUSINESS USER:
STEP 1: Go to the FIRMS website at https://firms.rbi.org.in

STEP 2: At the Login box, click on Registration form for New Business User.

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STEP 3: Fill up the details in the popped-up registration form for BU as below:

Field Name Description

First Name First Name of the BU
Middle Name Middle Name of the BU
Last Name Last Name of the BU
User Name User name for the BU. It shall be unique.
Email
Confirm email Email ID of the BU
Phone No. Contact Number of the BU
Address Correspondence Address of the BU
Whether the Select YES or NO
Business User
is for Form InVi If YES is selected, then CIN/LLPIN details of the
Investee Entity is not required.

If NO is selected, then the applicant has to answer

the below mentioned question.
Whether the Select YES or NO
Business User
is for Form LLP If YES is selected, then LLPIN details of the
Investee LLP, its PAN number, and its name is
required to be entered.

If NO is selected (Entity will be treated as a

Company, since options for both InVi & LLP has
been selected as NO), then CIN, PAN, and Name of
the Investee Company is required.
IFSC code Select the IFSC code of the Bank branch to whom
the reporting would be made. This field shall be
selected so that the reporting is made to the
selected branch of the bank. The applicant may
note that not all branches are incorporated in the
FIRMS application. A list of all the incorporated
branches is provided in the ‘Contact Details’
document on the homepage of the FIRMS portal.

If the applicant is unable to find his/her respective

branch, he/she may contact the AD Bank for
clarification on this issue.
Bank name Auto-populated as per the selected IFSC code.
Authority letter- Attachment in the specified format for Authority
Attachment letter. It is common for all forms filing in SMF.

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 Attach PAN card of the individual registering as a
Business User.

STEP 4: Click on the Submit button.

STEP 5: A Message “Record Saved Successfully” will be displayed. This message

intimates that the BU registration application has been submitted for processing.
However, the same is not equivalent to an approval.

After BU submits the registration form, the same will be verified by the selected AD
Bank Branch. The Approval/ Rejection of the same would be communicated through
email notification to the BU.

NOTE:
i. Unlike Entity User registrations, Business User registration is processed
at AD bank level, whose IFSC was selected.
ii. If the error “Username already exists” is displayed while submitting the
Business User registration Form, use a different username and submit.
iii. Board Resolution is not required at the time of BU registration.

3. LIST OF MANDATORY DOCUMENTS WHILE DOING BUSINESS USER

REGISTRATION: Refer Annex III

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4. LOGGING INTO FIRMS:
STEP 1: Go to the FIRMS website at https://firms.rbi.org.in

STEP 2: Enter User Name and default password as provided via email notification.
Enter captcha and click submit. Please do not copy paste the password, instead type
the same. If the wrong password is provided, the account will be locked after three
failed attempts.

STEP 3: Upon first Login, BU would be prompted to change the password through a
pop-up window.

STEP 4: Enter user name, new password and captcha in the Login Box and click
submit. The user would be taken to his/ her workspace.

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 USING FORGOT PASSWORD:

In case the user forgets his/ her password, the following steps shall be followed.

STEP 1: Click on forgot password option provided in the Login Screen.

STEP 2: Enter the username and registered email id in the pop-up window and click
submit. An email would be sent to the email id with the default password. The user
shall check its registered email id for the new default password and follow the steps
under the head “Logging into SMF” for logging into SMF.

 CHANGE IN EMAIL/ CONTACT NO:

In case the user wants to edit his/ her already existing e-mail id & contact number, the
following steps shall be followed –
STEP 1: Click on User -> User Profile in Main Menu after logging on into FIRMS.
STEP 2: Existing profile details of the BU will be displayed here. The user has to then
click on Edit button to open the Edit User Profile tab.
STEP 3: The BU will be able to edit his/ her existing e-mail id & contact number only.
Once the changes are made, the user has to click on Save button.
STEP 4: A message indicating that the user details have been updated successfully
will be displayed. Further, a system generated e-mail will be triggered to the user’s e-
mail id.

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PROCESSING AND SUBMISSION OF SINGLE MASTER FORM (SMF)

1. WORKFLOW:
Legend:

(i) BU – Business User (Authorized person for filing Forms)

(ii) FIRMSBU – portal for AD/RBI users can be accessed via “fed.rbi.org.in”
(iii) FIRMS – portal for filing forms by BU can be accessed over internet via
https://firms.rbi.org.in.

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14
2. DESCRIPTION OF THE PROCESSING OF FORMS IN FIRMS:

(A) FOR FORMS SUBMITTED WITHIN THE PRESCRIBED TIMELINES:

(i) All forms submitted with the requisite documents within the prescribed timelines
will be “Auto-Acknowledged” on the FIRMS portal and a system generated email
acknowledgement will be sent to the applicant.

(ii) The onus of ensuring the correctness of the information submitted in the portal lies
with the applicants.

(iii) Post acknowledgement, the forms will be verified by the AD banks based on the
uploaded mandatory documents and AD Bank has to ensure that the same are in
compliance with the extant guidelines.

(iv) The AD-Bank has five working days to verify these Forms, pursuant to which the
status of the Form will change from Auto-acknowledged to Approved.

(B) FOR FORMS SUBMITTED WITH A DELAY:

(i) The system would identify the reporting delay as the difference between the date of
reporting and the due date of reporting.

(ii) All forms submitted with the requisite documents with a delay will also be “Auto-
Acknowledged” on the FIRMS portal and a system generated email acknowledgement
will be sent to the applicant.

(iii) The system will forward such forms to the AD banks for verification as explained
above.

(iv) The AD Bank will have two options while approving the same -
1. Where the delay is less than/equal to three years, ADs can either ‘Advise LSF’
or ‘Reject’
2. Where the delay is greater than three years, ADs can either ‘Advise
Compounding’ or ‘Reject’.

(v) For forms approved subject to Compounding - a system generated

acknowledgement will be sent to the applicant and the concerned Regional Office (RO)
of RBI. The applicant may thereafter approach RBI with their application for
compounding.

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(vi) For forms approved subject to payment of LSF-

• Online calculation of Late Submission Fee (LSF): The LSF will be computed by the
system and when the AD bank approves the form subject to payment of LSF, an
email to that effect will be sent to the applicant and the concerned Regional Office
(RO) of RBI specifying the amount of LSF and the timeline within which it is to be
paid to the concerned RO of RBI.
• Once the LSF amount is received, the concerned RO will update the status in the
FIRMS portal and the updated status will be communicated to the applicant through
a system generated e-mail which can also be viewed in the FIRMS portal.
• Business User’s (BUs) have the option to pay LSF through Demand Draft (DD) or
NEFT /RTGS.

• In case a Business User opts to pay LSF through NEFT/RTGS, the amount has to
be paid only in the account of the concerned Regional Office of RBI.
Please note: The Form Reference Number of the reporting for which LSF is being
paid shall be mentioned in the “Remark’s” column of the NEFT/RTGS transaction.

• Thereafter, the BU shall provide details of the payment through an email to the
concerned Regional Office of RBI in the format, as given in Annexure-XII of this
manual. The aforesaid email should be sent keeping the auto generated LSF advice
email received from FIRMS in trail.

• If the LSF amount is paid by the applicant after the period stipulated by the RO, or
if an incorrect amount is paid, then the same will be refunded by the concerned RO.
Further, any LSF incorrectly paid by a Business User to an RO, which is not the
actual RO where the ROC of the investee company is situated, will be refunded
back to the source account of the applicant.

• The account details of RBI’s Regional Offices along with their email id’s is provided
in the table below –

Sr. RBI’s Regional Account No. IFSC Code Email Id

No Office
.
1. Ahmedabad 186003001 RBIS0AHPA01 [email protected]
2. Andhra 186003001 RBIS0APPA01 [email protected]
Pradesh
3. Bengaluru 8024133 RBIS0BGPA01 [email protected]
4. Bhopal 186003001 RBIS0BLPA01 [email protected]
5. Bhubaneswar 186003001 RBIS0BBPA01 [email protected]
n

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 6. Chandigarh 186003001 RBIS0CGPA01 [email protected]
7. Chennai 186003001 RBIS0CNPA01 [email protected]
n
8. Guwahati 186003001 RBIS0GWPA0 [email protected]
1
9. Hyderabad 186003001 RBIS0NEFTHY [email protected]
10. Jaipur 186003001 RBIS0JPPA01 [email protected]
11. Jammu 8714295 RBIS0JMPA01 [email protected]
12. Kanpur 186003001 RBIS0KNPA01 [email protected]
13. Kochi 186003001 RBIS0KCPA01 [email protected]
14. Kolkata 186003001 RBIS0KLPA01 [email protected]
15. Mumbai 04802413301 RBIS0MBPA0 [email protected]
4
16. New Delhi 186003001 RBIS0NDPA01 [email protected]
17. Panaji 186003001 RBIS0PJPA01 [email protected]
18. Patna 186003001 RBIS0PTPA01 [email protected]

(C) FOR FORMS SUBMITTED WITH DISCREPANCY:

(i) In case of any discrepancy, the AD will reject the form and the status of the form
will change to Rejected.

(ii) If the form is Rejected, the rejected status and the remarks of the AD Bank will be
communicated to the applicant through a system generated email and the same can
also be viewed on the FIRMS portal.

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3. SUBMISSION OF FORMS

FC-GPR

STEP 1: Login into SMF and reach your workspace –

Click on the ‘File Return’ button in the main menu and select Single Master Form.

STEP 2: Click on drop down menu “Return Type”. Select “Form FC-GPR” and click on
“Add New Return”. The user will be taken to form FC-GPR. The user is not required to
select the ‘From date’, ‘To date’, and ‘Return Reference Number’ options –

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 Field Name Description
CIN Pre-filled, non-editable as per the BU registration details
Company name Pre-filled, non-editable as per the BU registration details
PAN number Pre-filled, non-editable as per the BU registration details
Application date Pre-filled, non-editable, system date
Entry Route* Select Automatic or Government as applicable for the investment
being reported. In case the Government route is selected, attach
the requisite Government approvals.

Clarification: Where the company belongs to a sector with mixed

entry routes, for example brownfield pharmaceuticals where up to
74% is under automatic route and beyond up to 100% under
Government route; then if the investment being reported is under
74%, the entry route to be selected shall be automatic; and in case
the investment being reported would result into foreign investment
beyond 74%, the entry route to be selected shall be government.
Relevant government approvals are required to be attached in
such case.
Applicable Applicable sectoral cap as per extant FEMA notification, as
Sectoral cap/ amended from time to time.
Statutory ceiling*
Clarification: where the company belongs to a sector with mixed
entry routes, for example brownfield pharmaceuticals where up to
74% is under automatic route and beyond up to 100% under
Government route, the applicable sectoral cap would be 100%.
Whether the Select Yes or No as applicable.
foreign If yes is selected, fill up the details as below:
investment
received is for a PIN Code Enter the PIN
specific project/ code and click on
manufacturing arrow. If the PIN
unit/ plant? code is not
available, enter
the nearby PIN
code
State/ Union Pre-filled as per
Territory PIN code
(editable)
City/ District Enter the
city/district
(editable)

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 Whether the Select brownfield or greenfield as applicable for the investment. In
investment is case of any queries in this regard, applicants are advised to seek
Brownfield/
clarification from their AD-Bank.
Greenfield
The complete form is arranged into two parts, Common Investment details and “Form
FC-GPR” which is further arranged into 5 tabs.
(Common Investment details: These details are common to all returns that are prefilled
in the SMF.)

STEP 3: Fill up the common investment details as below:

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STEP 4: Fill up the details in form FC-GPR as below:
STEP 4.1: Tab 1: Issue details:

Field name Description

Date of issue The date on which the Equity instruments have been allotted to
persons resident outside India pertaining to instant reporting.
Nature of Issue The nature under which the Equity instruments have been
issued, which can be one of the following:
1. Preferential allotment/ Private placement/ Private
arrangement
2. Rights
3. Bonus
4. Merger - along with attachment of relevant approvals from
the competent authority. This also includes cross border
mergers which requires filing of FC-GPR as per extant
provisions under FEMA.
5. Subscription to Memorandum of Association (MoA). Attach
the relevant extracts as “other attachments”.

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 6. Conversion of Convertible notes …..along with the
reference number/identification number for the form CN
filed for the issuance of Convertible notes. Where the CN
form is filed through physical filing, the same may be
mentioned in the reference number/identification number
field with the copy of acknowledgement letter/ application
made as “other attachments” of the form in tab 4. If the form
CN has not been filed by the applicant for the issuance of
Convertible notes, the same may be declared as a separate
attachment within “other attachments” of the form in tab 4.
7. Equity Instruments issued to FVCIs
8. Shares issued upon exercise of ESOPs…along with the
reference number/ identification number for the form ESOP
filed for the issuance of ESOPs. Where the form ESOP is
filed through physical filing, the same may be mentioned in
the reference number/identification number field as “filed
physically” with the copy of acknowledgement letter/
application made as “other attachments” of the form in tab
4. If the form ESOP has not been filed by the applicant for
the issuance of ESOPs, the same may be declared as a
separate attachment within “other attachments” of the form
in tab 4.
9. Issue of sweat equity shares
10. Participating interests /rights in oil fields
11. Others (please specify) – enter the details of issue under
the filed “Remarks”.
12. Demerger
13. Amalgamation

Initial FC-GPR Non-mandatory. This field is applicable where the Equity

reference number instruments issued are either partly paid up or share warrants
(In case of where Form FC-GPR is filed multiple times for one allotment, as
subsequent filing) and when the remittance is received. Enter the reference number,
if any, which could be Ebiz application number or the
acknowledgement number for the previously filed FC-GPR for

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 that particular allotment. Please give the details of the allotment
and payment schedule as another attachment in the “other
attachment” of the form in tab 4.
Whether the change Select Yes or No
in the shareholding
pattern due to this In case Yes is selected, then there will not be any change in the
transaction being shareholding pattern for this transaction being reported.
reported has
already been In case No is selected, then changes are reflected in the
accounted in the shareholding pattern for this transaction being reported
pre transaction accordingly. A data entry field “Paid up capital” would be
shareholding populated. Enter the post transaction paid up capital. This field
pattern* would be utilized for calculating the post transaction foreign
shareholding.

For understanding refer to chapter on Shareholding pattern.

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STEP 4.2: Tab 2: Foreign Investors Details:

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 Field name Description
Number of Enter the number of foreign investors to whom the Equity
investors instruments have been allotted in the issue being reported. Only
that number of foreign investors can be entered in the form. (At
present maximum of 999 investor details can be added in the form)
For example, if the number of investors entered is 3, details of only
3 foreign investors can be added. In case the number of investors
entered is incorrect, please change the number in this field and
then proceed ahead. Else the system will throw an error.
General details of
Investor(s) Name Name of the foreign investor (Ensure
that the name is same as in the FIRC
or KYC).
Address Address of the foreign investor

Town/ City Town/City of the foreign investor

State State of the foreign investor

PIN Code/ Zip Code Pin Code/ Zip Code of the foreign
investor
Country of Country of residence of the foreign
Residence investor. In case the investor belongs
to Pakistan/Bangladesh or any land

25
 border sharing country as per Press
Note 3, 2020 series Government
Approval shall be attached in the
attachment “Government Approval”
of the common details page.
Constitution/ Select Constitution/nature of the
Nature of the foreign investor as applicable from the
investing entity drop-down menu.
(Specify whether)

Particulars of Type of Equity Select the type of equity instrument

Issue/ Allotment to instrument issued to the foreign investor from the
Each Investor drop-down menu.
Number of Enter the number of instruments
instruments issued. For participating interest/rights
in oil fields enter the value as 1 (one).
Conversion ratio In case of Equity shares, partly paid-up
(Number of equity shares, shares issued against
shares per CCPS/ convertible notes, and participating
CCDs/ Share interest/ rights in oil fields, this is auto-
Warrants) populated as 1:1. For CCDs/ CCPs/
share warrants, enter the pre-fixed
upfront conversion ratio. (In case there
is no upfront conversion ratio, enter
the ratio as per the maximum
permissible conversion of CCDs/
CCPs/ share warrants into equity
shares in compliance to the pricing
guidelines).
Number of Equity Auto-calculated as per the conversion
shares on fully ratio and number of instruments.
diluted basis
Face value Enter the face value of the equivalent
equity shares.

In case of CCDs/ CCPs/ share warrants,

do NOT enter the face value of CCDs/
CCPs/ share warrants as it will not give
the correct shareholding pattern.

For participating interest/rights in oil

fields enter the value as 0 (Zero).

26
 Premium Enter the value of premium, if any, else
enter 0 (Zero).
Issue Price per Enter the Issue price per instrument.
instrument For investment held as FPI, the
average price of acquisition has to be
entered.
For participating interest/rights in oil
fields, enter the total value of the
participating interest/rights in oil fields
For Bonus issue, the value of issue
price per instrument is to be entered as
0 (Zero)
Amount of Auto calculated as Issue Price per
Consideration instrument multiplied with number of
instruments.

After entering all details, click on “Add issue particular” and check
whether the details are reflected in the adjoining table and verify
the same. In case any of the details entered needs to be modified,
click on the edit icon under “Edit/ Update” head of the table. This
would populate the details in the respective fields. Modify and then
click on “Save” button, this will save the details in the table again.

If the details need to be deleted entirely, click on the delete icon.

Further, in case the investor has been allotted more than one
equity instrument in the same allotment, add the details using the
above procedure. Multiple details would be added as different rows
in the adjoining table.

In case the investor has been issued equity shares of different face
value, for example, 100 equity shares of face value 10 and 50 equity
shares of face value 20, then enter the details as two different rows
and NOT a single record.

This would ensure correct shareholding pattern.

27
Mode of Payment Name of the AD bank Enter the name of the AD Bank
through whom
remittance has been
received
Address of the AD bank Enter the address of the AD bank
Town/City Enter the Town/City of the AD bank
Pin code Enter the PIN code of the AD bank
State Enter the State or Union territory of
the AD bank
Mode of payment Select the mode of payment from
the drop-down menu.@

Whether the remitter is Please select “NO” if the remitter is

different from the foreign same as the foreign investor to
investor whom the Equity instruments have
been allotment.

In case the two are different (third

party payment, if permissible),
Please select “YES” and enter the
details viz., Name of the Remitter,
Country of remitter, relationship
between Remitter and foreign
investor, and attach the requisite
documents.

@ Details of the menu options of Mode of payment drop down.

Menu options are as follows:

Menu options Description

Inward remittance from Fields to be entered:
abroad through banking “Date of Remittance”, “Amount in
channel Rs”,
“FIRC number”
Attachments: FIRC and KYC of the
foreign investor
NRE/FCNR Fields to be entered:
“Date of Debit”,
“Amount in Rupees”
Attachments: Debit statement
Escrow A/c Fields to be entered:
“Date of Debit”,
“Amount in Rupees”

28
 “FIRC number” (if any)
Attachments: Debit statement
Swap Fields to be entered:
“Value of Equity instruments in Rs”
- Enter the value of equity
instruments that are being
swapped for the allotment of the
instant equity instruments in this
allotment.
Attachments: “Valuation
certificate”: Attach the valuation
certificate for the value of equity
instruments as entered in the
above field.
Issue of equity shares Fields to be entered:
against fund payables to “Value of fund payables in Rs” -
its foreign investor Enter the value of fund payables for
the allotment of the instant equity
instruments in this allotment.

“Description” - Enter the

description such as “conversion of
ECB” or “import payables” etc. as
applicable.

Attachments: “Relevant
documents from RBI/GOI and
related documents”.

Attach the related Government

approvals or RBI approvals and any
other related documents as
applicable
Others (please specify) Select in case of any other mode of
payment.
Fields to be entered: Remarks
Optional fields:
“Date of Remittance”, “Amount in
Rs”
“FIRC number”
Attachments: related documents, if
any, as per the mode of payment

29
 and to be attached at the “other
attachments” at tab 4 in the form.

Multiple mode of payment Select this option if the total

payment has been made through
more than one mode or through
one mode but multiple tranches.
For example, if the allotment is of
Rs 10 crores and the investor, let’s
say is an NRI, has paid the same as,
Rs 5 crore through inward
remittance and Rs 5 crore as
NRE/FCNR.
Fields to be entered:
“Date of Remittance”, - earliest date
of date of remittances
“Amount in Rupees” - Total amount
through all modes of payment.
“Multi-Mode Payment Details”-
Specify the individual mode of
payment and amount received
through that.

Attachments: “Relevant
documents from RBI/GOI and
related documents” - Attach the
related Government approvals or
RBI approvals, if any and any other
related documents as applicable
for the mode of payment as
specified for the individual mode of
payment.

For allotments which do not involve any remittances, such as

bonus issue, merger/demerger etc., select the mode of payment as
“others (please specify)”. A new field will pop-up as “others”.
Enter the details of the transaction in this field.
“Date of remittance” and “Amount of remittance” may be kept
blank or enter 0 (zero). Leave the FIRC number blank.

30
Investment details
Total amount of Inflow Auto populated from mode of payment
(in Rs) details (Amount in Rs)
Amount for which Auto-populated from “Particulars of
Equity instruments issue/ details of individual investor”
have been issued (in details. (Amount of Consideration)
Rs)

Note: If the Total amount of inflow is in excess in comparison to

Amount for which Equity instruments have been issued, then
specify the details as per the validation note as below:

Please specify and give as other attachment, whether the excess

amount:
1. has already been utilized for previous allotment, if so, reference
number be provided.
2. will be utilized for subsequent allotment.
3. has been refunded, if so, refund details shall be provided.
4. Will be refunded, if so, refund details shall be provided.

Attachments to be provided in the attachment “other attachments”

in the Tab 4 of the form.
Add Investor Upon filling all above details, click on the “Add Investor” and
check whether the details are reflected in the adjoining table (at the
bottom) and verify the same. In case any of the details entered
needs to be modified, click on the edit icon under “Edit/ Update”
head of the table.
This would populate the details in the respective fields. Modify and
then click on “Save” button, this will save the details in the table
again.

Repeat the process in case of multiple investors.

NOTE: Please select the “Nature of issue” in tab 1, before entering the investor details.
The investor details are erased in case “nature of issue” is selected after entering the
details.

31
STEP 4.3 - Tab 3 - Amount of Issue:

Field name Description

Total amount of inflow Auto populated from tab 2 for all foreign
investors
Total amount for which equity Auto populated from tab 2 for all foreign
instruments have been issued investors

STEP 4.4 - Tab 4 - Particulars of Issue:

32
 Field name Description
Consolidated Auto-populated table for the consolidated particulars of issue (from
Particulars of tab 2), for all foreign investors
Issue
Fair value of the Fair value of the shares as per the valuation certificate issued by
Shares (in Rs) the person authorized as per FEM(NDI) Rules, 2019 along with the
attachment at “Valuation Certificate”. Board Resolution/ copy of
MoA may be attached in cases of reporting of subscription to MoA.

Mandatory where nature of issues is “Preferential Allotment/Private

Placement/Private arrangement” and “Conversion of Convertible
Notes”.
Declaration “I hereby declare that I have verified the information provided in this
form and certify that the information provided is true, complete and
correct. In case of any discrepancy in the above information, I may
be held liable for the same. These declarations and submissions
are made in compliance to the Foreign Exchange Management Act,
1999. I hereby attach requisite Declaration, CS certificate and other
relevant attachment(s) for this reporting.” *

Please select “Yes” upon completing all details in the form. Attach
the Declaration and CS certificate as well as other relevant
documents in the attachment “CS certificate/ other attachments”.

STEP 4.5 - Tab 5 - Shareholding Pattern:

33
 Field name Description

Shareholding
Particulars Pre- Post-
pattern
Transaction Transaction
Value of equity shares (on fully
diluted basis) other than Foreign
Portfolio Investment and indirect
foreign investment or Value of
Capital contribution/ profit
shares
Foreign Portfolio Investment
Indirect foreign investment -
Value of equity shares (on fully
diluted basis)
Total
Percentage

Pre transaction values are auto populated from the Entity Master
(tab 3)

Post transaction values are auto calculated based upon the

details provided in the form. Post transaction = Pre transaction
value of shares + Value of shares reported in the form.

The Business-user shall ensure that the details are correctly

filled in the form, so that the shareholding pattern which is auto-
calculated is correct. For any incorrect details the Business user
would be liable for the same.

STEP 4.6: After filling in all details, click on “Save and Submit” for submitting the form.

• “Save as draft” feature: The Business User can also save the draft and submit later,
by filling in all mandatory details in the “Common details” page.
• “Reset” feature: This will reset the complete form.
• “Back” button: To go back to the Dashboard

NOTE:

• For the list of documents to be attached with Form FCGPR, refer to Annex – III.
• For reporting of FDI on reclassification of FPI, the investments in excess of
permissible limits as well as the original investment has to be reported.

34
 FC-TRS

STEP 1: Login into SMF and reach your workspace.

Click on the left navigation button and select Single Master Form.

35
STEP 2: Click on drop down menu “Return Type”. Select “Form FC-TRS” and click on
Add new return. The user will be taken to form FC-TRS.

The complete form is arranged into two parts, Common Investment details and “Form
FC-TRS” which is further arranged into 3/4 tabs.
(Common Investment details: These details are common to all returns that can be
reported in SMF.)

36
STEP 3: Fill up the common investment details as below:

Field Name Description

CIN Pre-filled, non-editable as per the BU registration details
Company name Pre-filled, non-editable as per the BU registration details
PAN number Pre-filled, non-editable as per the BU registration details
Application date Pre-filled, non-editable, system date
LEI Number Pre-filled, non-editable as per the BU registration details
Entry Route* Select ‘Automatic’ or ‘Government’ as applicable for the
investment being reported. In case the Government route
is selected, attach the requisite Government approvals.

Clarification: Where the company belongs to a sector with

mixed entry routes, for example brownfield
pharmaceuticals where up to 74% is under automatic route
and beyond up to 100% under Government route, if the
investment being reported is under 74%, then the entry
route selected shall be automatic. And in case the
investment being reported would result into foreign
investment beyond 74%, the entry route selected shall be
‘Government’ with relevant government approvals
attached.

37
 Applicable Sectoral cap/ Applicable sectoral cap as per extant FEMA notification, as
Statutory ceiling* amended from time to time.

Clarification: Where the company belongs to a sector with

mixed entry routes, for example brownfield
pharmaceuticals where up to 74% is under ‘Automatic’
route and beyond up to 100% under ‘Government’ route,
the applicable sectoral cap would be 100%.

Whether the foreign Select Yes or No as applicable.

investment received is for If yes is selected, fill up the details as below:
a specific project/ PIN Code Enter the PIN code and
manufacturing unit/ click on arrow
plant? State Pre-filled as per PIN
code
City/District Enter the city/district
Brownfield/Greenfield Enter brownfield or
greenfield as
applicable for the
investment.

Step 4: Fill up the details in form FC-TRS as below:

STEP 4.1 - Tab 1 - Common details:

38
Field name Description
Transfer by way of Select ‘Sale’ or ‘Gift’ as the case may be
Whether the current Select Yes or No
reporting has been taken
into account in the pre- In case Yes is selected, then there will not be any change
transaction shareholding in the shareholding pattern for this transaction being
pattern? reported.

In case No is selected, then changes are reflected in the

shareholding pattern for this transaction being reported
accordingly.

For explanation refer to the chapter under head

“Shareholding Pattern”
Whether the FCTRS Select New or Subsequent
reporting is New/
Subsequent? In case New is selected, then filing will be treated as a
new reporting, without any prior FCTRS linked to it.

In case Subsequent is selected, then user will be able to

input a previously filed FCTRS reference number (in the
dialog box below)

Transfer from Select from the following options as applicable:

• Resident to Non-resident (including NRI/OCI on
repatriable basis).
• Non-resident (including NRI/OCI on repatriable
basis) to Resident (Also use this option for sale on
stock exchange or offer for sale in an IPO).
• NRI /OCI/eligible investor on non-repatriable basis
to Non-resident (including NRI/OCI on repatriable
basis).
• Non-resident (including NRI/OCI on repatriable
basis) to NRI/OCI/eligible investor on non-
repatriable basis.
Transfer Type Select from the following options as applicable:
• Sale of equity instruments from a person resident
outside India to a person resident in India
• Sale of equity instruments from a person resident
in India, including NRI/OCI (non-repat) to a person
resident outside India

39
 • Gift of equity instruments from a person resident
in India, including NRI/OCI (non-repat) to a person
resident outside India
• Invocation of pledge
• Any other transfer of equity instruments as per
provisions under FEMA
• Gift of equity instruments from a person resident
outside India to a person resident in India
• Others (please specify)
Date of Transfer Select the ‘Date of transfer’ from the calendar.
Note: Date of settlement will be treated as the date of
transfer in case of sale/ purchase on stock exchanges.
Reason for transfer Select from the following options as applicable:
• Offer for sale in an IPO/ FPO
• Private arrangement
• Swap of equity instruments
• Sale on stock exchange other than by FPIs and
NRIs/ OCIs
• Purchase on stock exchange other than by FPIs
and NRIs/ OCIs
• Participating interests / rights in oil fields
• Merger
• Demerger
• Amalgamation
• Buy back
• Invocation of pledge
• Others (please specify)

NOT applicable for Transfer by way of Gift

Buyer and Seller details for Fill up the buyer and seller details for transfer by sale or
sale or Donee and Donor Donee and Donor details for Transfer by Gift.
details for gift

40
STEP 4.2 - Tab 2 - Particulars of Transfer:

Field Name Description

Type of Equity Select the type of Equity instrument as transferred from the drop-
Instrument down menu. In case of gift, it will be already selected as “Shares
transferred as Gift”.
Number of Enter the number of instruments as transferred.
Instruments
Conversion ratio In case of Equity shares, partly paid-up shares, shares
transferred as Gift, participating interest/rights in oil fields enter
as 1:1. For CCDs /CCPs/ share warrants enter the pre-fixed
upfront conversion ratio. (In case there is no upfront conversion
ratio, enter the ratio as per the maximum permissible conversion
of CCDs/CCPs/share warrants into equity shares in compliance
to the pricing guidelines).
Number of equity Auto-populated as per the conversion ratio and the number of
shares on fully instruments
diluted basis
Face value Enter the face value of the equivalent equity shares. In case of
CCDs/ CCPs/ share warrants, do NOT enter the face value of
CCDs/ CCPs/ share warrants as it will not give the correct
shareholding pattern.

For participating interest/rights in oil fields enter the value as 0

(zero).

41
Transfer price per Enter the Transfer price. For Gift, enter transfer price as 0 (zero).
instrument
Total amount of Auto calculated as Number of instruments multiplied by transfer
consideration price per instrument.
“Add” button Click on the ADD button after entering above details and check
that all details are reflected in the adjoining table. In case of
multiple instruments being transferred, repeat the above
process.

In case the entered details need to be modified, click on the Edit

icon in the table. The details would be re-populated in the fields,
modify accordingly and click on Save Button. Check for the
details in the adjoining table.

In case the details need to be deleted, click on the Delete icon in

the table.
Fair value of the Enter the fair value of the Equity instrument being transferred
Equity instrument and attach the valuation certificate form the authorized person
at the time of and Transfer agreement (relevant extracts) along with the
transfer (INR) consent letter of buyer and seller at “Valuation certificate.”

In case where multiple instruments are being transferred, enter

the fair value of one instrument and attach a clarificatory letter
along with the valuation certificates at the attachment “Valuation
certificate”

In case of Gift, the field may be kept blank.

42
STEP 4.3 - Tab 3 - Remittance Details (Not applicable for Transfer by way of Gift):

Field Name Description

Mode of payment Select from the drop-down menu
Name of AD bank Click on the search icon. A pop-up window will open,
select the AD bank facilitating the transfer.
Address of the AD bank Address is auto populated based on bank selection. In
case the address is not correct, edit the details
accordingly.
Amount received/ remitted in Amount in Rs. as being received or remitted in this
Rs reporting
Whether and Tranche number Select from the drop-down menu as below:

(i) Payment on full consideration:

Date of remittance Enter the Date of Remittance. In
case the remittance date is
future date, it may be left blank.

The date of remittance shall be

mandatorily provided where
the remittance has made before
the filing of form FC-TRS.
Tranche number Enter tranche number as 1
Is last tranche Select Yes

43
(ii) Payment on deferred basis:

(a) In case it is first tranche payment

Tranche number Enter Tranche number as 1
(one)
Amount in the Enter the Amount as received in
tranche the tranche
Date of remittance Enter the Date of Remittance. In
case the remittance date is
future date, it may be left blank.

The date of remittance shall be

mandatorily provided where the
remittance has made before the
filing of form FC-TRS.

Is last tranche Select YES or NO as applicable

(b) In case it is 2,3,4…. etc. tranche

Tranche number Enter Tranche number as
2,3…etc. as applicable
Amount in Enter the total amount as
previous received in all earlier tranche(s).
tranche(s)
FC-TRS details Enter the FC-TRS reference
number along with the tranche
amount reported in the FC-TRS
Amount in the Enter the Amount as received in
tranche this tranche
Date of remittance Enter the Date of Remittance. In
case the remittance date is
future date, it may be left blank.

Is last tranche Select YES or NO as applicable

44
 (iii) Indemnity Arrangement:

In case it is first FC-TRS reporting

Tranche number Enter Tranche number as 1
Amount Enter the Amount indemnified
indemnified in Rs.
/Amount being
paid as indemnity
Date of remittance Enter the Date of Remittance. In
case the remittance date is
future date, it may be left blank.
This date is the date on which
the Amount is received for the
transfer
Is last tranche Select NO

In case it is 2,3,4…. etc. reporting for reporting

indemnity payment:
Tranche number Enter Tranche number as 2
Amount in Enter the total amount as
previous received in all previous
tranche(s) tranches
FC-TRS details Enter the FC-TRS reference
number along with the tranche
amount reported in the FC-TRS
Amount Enter the Amount being paid as
Indemnified indemnity
/Amount paid as
Indemnified in Rs

Date of Remittance Enter the date of remittance.

Is last tranche Select YES or No as applicable

Whether the remitter is Please select “NO” if the remitter is same as the foreign
different from a foreign investor.
investor. In case the two are different (third party payment, if
permissible), Please select “YES” enter the details viz.,
Name of the Remitter, Country of remitter, relationship
between Remitter and foreign investor and attach the
requisite documents.
Declaration Declaration text - I hereby declare that I have verified
the information provided in this form and certify that
the information provided is true, complete, and correct.

45
 In case of any discrepancy in the above information, I
may be held liable for the same. These declarations and
submissions are made in compliance to the Foreign
Exchange Management Act, 1999. I hereby attach
requisite Declaration and other relevant attachment(s)
for this reporting. *

Check upon completing all details in the form.

STEP 4.4 - Tab 4 - Shareholding Pattern:

Field name Description

Shareholding
pattern Particulars Pre- Post-
Transaction Transaction
Value of equity shares (on fully diluted
basis) other than Foreign Portfolio
Investment and indirect foreign
investment or Value of Capital
contribution/ profit shares
Foreign Portfolio Investment
Indirect foreign investment- Value of
equity shares (on fully diluted basis)
Total
Percentage

46
 Pre transaction values are auto-populated from the Entity Master (Tab
3)

Post transaction values are auto calculated based upon the details
provided in the form. Post transaction = Pre transaction value of
shares + Value of shares reported in the form.

The Business user shall ensure that the details are correctly filled in
the form, so that the shareholding pattern which is auto- calculated is
correct.

STEP 4.5: After filling in all details, click on Save and Submit for submitting the form.

• “Save as draft” feature: The Business User can also save the draft and submit
later, by filling in all mandatory details in the “Common details” page.
• “Reset” feature: This will reset the complete form.
• “Back” button: To go back to the Dashboard.

NOTE: For the list of documents to be attached along with Form FC-TRS, refer to
Annex – III.

47
 LLP-I

STEP 1: Login into SMF and reach your workspace.

Click on the left navigation button and select Single Master Form.

48
STEP 2: Click on drop down menu “Return Type”. Select “Form LLP-I” and click on
Add new return. The user will be taken to form LLP-I.

The complete form is arranged into two parts, Common Investment details and “Form
LLP-I” which is further arranged into 2 tabs.
(Common Investment details: These details are common to all returns that can be
reported in SMF).

STEP 3: Fill up the common investment details as below:

49
 Field Name Description
CIN/ LLP Pre-filled, non-editable as per the BU registration details
PAN number Pre-filled, non-editable as per the BU registration details
Company name Pre-filled, non-editable as per the BU registration details
Application Pre-filled, non-editable, system date
date
Entry Route* Select Automatic or Government as applicable for the investment
being reported. In case the Government route is selected, attach the
requisite Government approvals.

Clarification: Where the company belongs to a sector with mixed entry

routes, for example brownfield pharmaceuticals where up to 74% is
under automatic route and beyond up to 100% under Government
route - if the investment being reported is under 74%, then the entry
route being selected shall be Automatic. And in case the investment
being reported would result into foreign investment beyond 74%, the
entry route selected shall be government with relevant government
approvals attached.
Applicable Applicable sectoral cap as per extant FEMA notification, as amended
Sectoral cap/ from time to time.
Statutory
ceiling* Clarification: Where the company belongs to a sector with mixed
entry routes, for example brownfield pharmaceuticals where up to
74% is under automatic route and beyond up to 100% under
Government route, the applicable sectoral cap would be 100%.
Whether the Select Yes or No as applicable.
foreign
investment If Yes is selected, fill up the details as below:
received is for a PIN Code Enter the PIN code and click on arrow
specific project/ State Pre-filled as per PIN code
manufacturing City/District Enter the city/district
unit/ plant? Brownfield/Greenfield Enter brownfield or greenfield as
applicable for the investment.

50
STEP 4: Fill up the details in form LLP-I as below:

STEP 4.1: Tab 1: Common details:

Field Name Description

General Details Enter the details of the person resident outside India making the
capital contribution in the LLP as Name, address, country, and
Constitution/Nature.
Remittance details Select the name of the AD bank through which the remittance has
been received. Enter the address and select the PIN code through
the search option. State and City are auto-populated. In case the
state or city auto-populated is not correct, edit the same
accordingly.
Mode of Payment Select the Mode of Payment, as applicable, from the radio button
as:
• Remittance through Banking Channel.
• NRE/FCNR
• Others (please specify)
Remittance Date Enter the date on which capital contribution was received.
Amount remitted Enter the amount of capital contribution which was received
(in Rupees)
Value of Capital Value of capital contribution by the person resident outside India
contribution in the LLP.

51
 Total Value of Total Value of Capital contribution from all investors.
Capital
contribution for all In cases where the capital contribution is received at the same
investors date from multiple foreign investors and the applicant wishes to
file for all investors in one form LLP-I, enter the total value of
capital contribution for all such foreign investors.
Fair value Enter the fair value and attach the valuation certificate.
Remarks Enter remarks if any.
Declaration and Declaration text: I hereby declare that I have verified the
other attachments information provided in this form and certify that the information
provided is true, complete and correct. In case of any discrepancy
in the above information, I may be held liable for the same. These
declarations and submissions are made in compliance to the
Foreign Exchange Management Act, 1999. I hereby attach
requisite Declaration and other relevant attachment(s) for this
reporting.

Select the check box and attach other documents, if any.

STEP 4.2 - Tab 2 - Shareholding Pattern:

52
 Field name Description
Shareholding
pattern Particulars Pre- Post-
Transaction Transaction
Value of equity shares (on fully diluted
basis) other than Foreign Portfolio
Investment and indirect foreign
investment or Value of Capital
contribution/profit shares
Foreign Portfolio Investment
Indirect foreign investment - Value of
equity shares (on fully diluted basis)
Total
Percentage
• Pre transaction values are auto-populated from the Entity Master
(Tab 3)
• Post transaction values are auto-calculated based upon the details
provided in the Form.
• Post transaction = Pre transaction value of shares + Value of shares
reported in the form.

The Business user shall ensure that the details are correctly filled in the
form, so that the shareholding pattern which is auto- calculated is
correct.

STEP 4.3: After filling in all details, click on “Save and Submit” for submitting the form.

• “Save as draft” feature: The Business User can also save the draft and submit
later, by filling in all mandatory details in the “Common details” page.
• “Reset” feature: This will reset the complete form.
• “Back” button: To go back to the Dashboard

NOTE: For the list of documents to be attached along with Form LLP I, refer to Annex
– III.

53
 LLP-II

STEP 1: Login into SMF and reach your workspace.

Click on the left navigation button and select Single Master Form.

54
STEP 2: Click on drop down menu “Return Type”. Select “Form LLP-II” and click on
Add new return. The user will be taken to form LLP-II.

The complete form is arranged into two parts, Common Investment details and “Form
LLP-II” which is further arranged into 4 tabs.
(Common Investment details: These details are common to all returns that can be
reported in SMF.)

STEP 3: Fill up the common investment details as below:

55
 Field Name Description
CIN/ LLP Pre-filled, non-editable as per the BU registration details
PAN number Pre-filled, non-editable as per the BU registration details
Company name Pre-filled, non-editable as per the BU registration details
Application date Pre-filled, non-editable, system date
Entry Route* Select Automatic or Government as applicable for the
investment being reported. In case the Government route is
selected attach the requisite Government approvals.

Clarification: Where the company belongs to a sector with mixed

entry routes, for example brownfield pharmaceuticals where up
to 74% is under automatic route and beyond up to 100% under
Government route - if the investment being reported is under
74%, then the entry route selected shall be automatic. And in
case the investment being reported would result into foreign
investment beyond 74%, the entry route selected shall be
government with relevant government approvals attached.
Applicable Sectoral Applicable sectoral cap as per extant FEMA notification, as
cap/ Statutory amended from time to time.
ceiling*
Clarification: where the company belongs to a sector with mixed
entry routes, for example brownfield pharmaceuticals where up
to 74% is under automatic route and beyond up to 100% under
Government route, the applicable sectoral cap would be 100%.
Whether the foreign Select Yes or No as applicable.
investment received If YES is selected, fill up the details as below:
is for a specific PIN Code Enter the PIN code and click on
project/ arrow
manufacturing unit/ State/ Union Territory Pre-filled as per PIN code
plant? City/ District Enter the city/district
Whether the Enter brownfield or greenfield as
investment is applicable for the investment.
Brownfield/ Greenfield

56
STEP 4: Fill up the details in form LLP-II as below:
STEP 4.1: Tab 1 - Transfer details:

Field Name Description

Date of Transfer Select the date of transfer.
Transfer Type Select from the following (radio buttons) as applicable:

Transfer of capital contribution/ profit shares from a person resident

outside India to a person resident in India [including NRI/ OCI(non-
repat)].
Upon selection of this option enter the “Amount of outflow (in Rs.)”
and attach the relevant acknowledgement letter, if any.

Transfer of capital contribution/ profit shares instruments from a

person resident in India [including NRI/ OCI (non-repat)] to a person
resident outside India.

Upon selection of this option enter the “Amount of inflow (in Rs.)”
and attach the relevant acknowledgement letter, if any.

(In case, there is no necessary attachments, attach a declaration

specifying the same).

57
STEP 4.2: Tab 2 - Buyer Seller details –

Field name Description

Buyer details Enter the name and address of the buyer. Select the country of
residence and constitution/nature from the drop-down menu.
Seller details Enter the name and address of the seller. Select the country of
residence and constitution/nature from the drop-down menu.

58
STEP 4.3: Tab 3 - Particulars of Transfer:

Field name Description

Whether the current reporting
has been taken into account in Select Yes or No accordingly.
the pre-transaction
For explanation, refer to the head under
shareholding pattern?*
“Shareholding pattern”
Value of capital contribution in Enter the value of capital contribution being
Rs transferred
Fair price in Rs. Enter the fair value of the capital contribution and
attach the valuation certificate
Remittance details – Mode of Select the applicable mode of payment from the
Payment following options (check box)
• Remittance through banking channel
• NRE/FCNR
• Others (please specify)

Attachments: Other Payment (necessary documents

as applicable)

In case the total payment has been received through

multiple modes of payment, select multiple check
boxes accordingly.
Name of the AD Bank through Select the name of the AD bank facilitating
whom the remittance is remittance for this transfer and enter the address of
received* the same
Address* Enter the Address of the AD-Bank

59
Declaration Declaration text - I hereby declare that I have verified
the information provided in this form and certify that
the information provided is true, complete, and
correct. In case of any discrepancy in the above
information, I may be held liable for the same. These
declarations and submissions are made in
compliance to the Foreign Exchange Management
Act, 1999. I hereby attach requisite Declaration and
other relevant attachment(s) for this reporting.

Check the declaration box and attach requisite

declaration and other attachments, if any.

STEP 4.4: Tab 4 - Shareholding pattern:

Field name Description

Shareholding pattern
Particulars Pre- Post-
Transaction Transaction
Value of equity shares (on
fully diluted basis) other
than Foreign Portfolio
Investment and indirect
foreign investment or
Value of Capital
contribution/profit shares
Foreign Portfolio
Investment
Indirect foreign
investment- Value of

60
 equity shares (on fully
diluted basis)
Total
Percentage

Pre transaction values are auto-populated from the Entity

Master (tab 3).

Post transaction values are auto-calculated based upon

the details provided in the form. Post transaction = Pre
transaction value of shares + Value of shares reported in
the form.

The Business user shall ensure that the details are

correctly filled in the form, so that the shareholding
pattern which is auto- calculated is correct.

STEP 4.5: After filling in all details, click on “Save and Submit” for submitting the Form.

• “Save as draft” feature: The Business User can also save the draft and submit
later, by filling in all mandatory details in the “Common details” page.
• “Reset” feature: This will reset the complete form.
• “Back” button: To go back to the Dashboard.

NOTE: For the list of documents to be attached along with Form LLP II, refer to Annex
– III.

61
 FORM CN

STEP 1: Login into SMF and reach your workspace.

Click on the left navigation button and select Single Master Form.

62
STEP 2: Click on drop down menu “Return Type”. Select “Form CN” and click on “Add
new Return”. The user will be taken to form CN.

The complete form is arranged into two parts, Common Investment details and “Form
CN”
(Common Investment details: These details are common to all returns that can be
reported in SMF.)

STEP 3: Fill up the common investment details as below:

63
 Field Name Description
CIN/ LLP Pre-filled, non-editable as per the BU registration details
Company name Pre-filled, non-editable as per the BU registration details
PAN number Pre-filled, non-editable as per the BU registration details
Application date Pre-filled, non-editable, system date
Entry Route* Select ‘Automatic’ or ‘Government’ as applicable for the
investment being reported. In case the ‘Government’ route is
selected, attach the requisite Government approvals.

Clarification: where the company belongs to a sector with mixed

entry routes, for example brownfield pharmaceuticals where up to
74% is under automatic route and beyond up to 100% under
Government route. If the investment being reported is under 74%.
The entry route selected shall be automatic and in case the
investment being reported would result into foreign investment
beyond 74%, the entry route selected shall be government with
relevant government approvals attached.
Applicable Applicable sectoral cap as per extant FEMA notification, as
Sectoral cap/ amended from time to time.
Statutory ceiling*
Clarification: Where the company belongs to a sector with mixed
entry routes, for example brownfield pharmaceuticals where up to
74% is under automatic route and beyond up to 100% under
Government route, the applicable sectoral cap would be 100%.
Whether the Select Yes or No as applicable.
foreign If YES is selected, fill up the details as below:
investment PIN Code Enter the PIN code and click on
received is for a arrow
specific project/ State/ Union Territory Pre-filled as per PIN code
manufacturing City/ District Enter the city/district
unit/ plant? Whether the Enter brownfield or greenfield as
investment is applicable for the investment.
Brownfield/ Greenfield

64
STEP 4: Select the Transaction type from the drop-down menu as applicable.

Drop down options Description

Issue of convertible notes Select this option where the convertible
notes are being issued to person(s)
resident outside India as per FEM(NDI)
Rules, 2019
Transfer of convertible notes Select this option where the convertible
is being transferred from a person
resident outside India to a person
resident in India (including NRI on Non
repatriation basis) or vice-versa.

STEP 5.1: For Issue of Convertible Notes.

65
 Field Name Description
Date of issue of Select the date of issue of convertible notes
convertible notes
Total amount of Enter the total amount of inflow being reported in this form
Inflow CN
Number of foreign Enter the number of foreign investors to whom convertible
investors notes are being issued
Details of foreign Enter the details of the foreign investor as below:
investor Name of the Enter the name of the foreign investor
foreign investor
Address Enter the address of the foreign investor
Country Select the country of the foreign
investor from the drop-down menu
Constitution/ Select the constitution /nature of the
Nature foreign investor from the drop-down
menu
Remittance Select the name of the AD bank from the
Details- Name of available option, other details are auto-
the AD bank and populated based upon selection. If the
address details are not correct, the same may be
modified accordingly. The field is
editable.
Mode of Select the mode of payment from the
payment following (check boxes)
• Remittance through banking channel
• NRE/FCNR/Escrow
• Others (please specify)

Enter the Date of remittance, amount

remitted in foreign currency and amount
remitted in Rs

Attachments: FIRC or debit statement

as applicable and KYC.

In case the payment is being made

through multiple modes, select multiple
check boxes, and enter the date of
remittance as the earliest of the date of
remittances. The amount of remittance
is the total amount of remittance
through all modes.

66
 Once the above details have been filled, click on ADD
investor.

Repeat the above process in case of multiple investors.

Declaration text and Declaration text: I hereby declare that I have verified the
other attachments information provided in this form and certify that the
information provided is true, complete, and correct. In case
of any discrepancy in the above information, I may be held
liable for the same. These declarations and submissions are
made in compliance to the Foreign Exchange Management
Act, 1999. I hereby attach requisite Declaration and other
relevant attachment(s) for this reporting.

Check the declaration text and attach other attachments, if

any.

STEP 5.1.1: After filling in all details, click on “Save and Submit” for submitting the
form.

• “Save as draft” feature: The Business User can also save the draft and submit
later, by filling in all mandatory details in the “Common details” page.
• “Reset” feature: This will reset the complete form.
• “Back” button: To go back to the Dashboard.

STEP 5.2: For Transfer of convertible notes:

67
 Field name Description
Date of transfer Select the Date of transfer. In case it is a future date, select
the current date.
Type of transfer Select from the following options as applicable -

• Transfer of Convertible Notes from a person resident

outside India to a person resident in India [including NRI/
OCI or eligible investor holding under non-repatriable
basis].
Please provide the acknowledgement letter for the initial
investment

Enter the “Amount of Outflow” in Rs.

• Transfer of Convertible Notes from a person resident in

India to a person resident outside India [including NRI/
OCI or eligible investor holding under non-repatriable
basis].

Enter the “Amount of Inflow” in Rs.

Details of the Enter the details of the buyer
Buyer
Details of the seller Enter the details of the seller
Details of the AD Select the name of the AD bank facilitating the transfer and
bank check for the address. If the same is incorrect, modify the
same accordingly.
Mode of payment Select the mode of payment from the following (check
boxes)
• Remittance through banking channel
• NRE/FCNR/Escrow
• Others (please specify)
Enter the Date of remittance and amount remitted in Rs.

Attachments: FIRC or debit statement as applicable and

KYC.

In case the payment is being made through multiple modes,

select multiple check boxes, and enter the date of remittance
as the earliest of the date of remittances. The amount of
remittance is the total amount of remittance through all
modes.

68
 Fair value Enter the fair value of the convertible note being transferred
and attach the valuation certificate.
Declaration text Declaration text - I hereby declare that I have verified the
and other information provided in this form and certify that the
attachments information provided is true, complete, and correct. In case
of any discrepancy in the above information, I may be held
liable for the same. These declarations and submissions are
made in compliance to the Foreign Exchange Management
Act, 1999. I hereby attach requisite Declaration and other
relevant attachment(s) for this reporting.

Check the declaration text and attach other attachments, if

any.

STEP 5.2.1: After filling in all details, click on “Save and Submit” for submitting the
form.

• “Save as draft” feature: The Business User can also save the draft and submit
later, by filling in all mandatory details in the “Common details” page.
• “Reset” feature: This will reset the complete form.
• “Back” button: To go back to the Dashboard.

NOTE:
i. For the list of documents to be attached along with Form CN, refer to Annex
- III
ii. Reporting is not required in cases of repayment of Convertible Notes.

69
 FORM ESOP

STEP 1: Login into SMF and reach your workspace.

Click on the left navigation button and select Single Master Form.

70
STEP 2: Click on drop down menu “Return Type”. Select “Form ESOP” and click on
“Add new return”. The user will be taken to form ESOP.

The complete form is arranged into two parts, Common Investment details and “Form
ESOP” which is further arranged into 2 tabs.
(Common Investment details: These details are common to all returns that can be
reported in SMF.)
STEP 3: Fill up the common investment details as below:

71
 Field Name Description
CIN Pre-filled, non-editable as per the BU registration details.
Company name Pre-filled, non-editable as per the BU registration details.
PAN number Pre-filled, non-editable as per the BU registration details.
Application Pre-filled, non-editable, system date
date
Entry Route* Select Automatic or Government as applicable for the investment
being reported. In case the Government route is selected attach
the requisite Government approvals.

Clarification: where the company belongs to a sector with mixed

entry routes, for example brownfield pharmaceuticals where up to
74% is under automatic route and beyond up to 100% under
Government route. If the investment being reported is under 74%.
The entry route selected shall be automatic and in case the
investment being reported would result into foreign investment
beyond 74%, the entry route selected shall be government with
relevant government approvals attached.
Applicable Applicable sectoral cap as per extant FEMA notification, as
Sectoral cap/ amended from time to time.
Statutory
ceiling* Clarification: where the company belongs to a sector with mixed
entry routes, for example brownfield pharmaceuticals where up to
74% is under automatic route and beyond up to 100% under
Government route, the applicable sectoral cap would be 100%.
Whether the Select Yes or No as applicable.
foreign If YES is selected, fill up the details as below:
investment PIN Code Enter the PIN code and click on
received is for a arrow
specific project/ State/ Union Territory Pre-filled as per PIN code
manufacturing City/ District Enter the city/district
unit/ plant? Whether the Enter brownfield or greenfield as
investment is applicable for the investment.
Brownfield/ Greenfield

72
STEP 4: Fill up the details in form ESOP as below:
STEP 4.1: TAB 1 - ESOP details:

Field Name Description

Scheme Under Mention the name of the scheme under which the ESOPs are being
which ESOPs are issued and attach the relevant extracts of the same at the attachment
issued “Attach the relevant extracts of the scheme”
Date of Issue Select the date from the calendar in which the ESOPs have been
issued
Number of Enter the Total number of ESOPs being issued as per the scheme
ESOPs issued
Price per Enter the exercise price of ESOP.
instrument
Conversion Ratio Enter the conversion ratio as per which the shares would be issued
upon exercise of the ESOPs. In case of an ADR/ GDR linked ESOP,
enter the conversion ratio on a fully diluted basis.
For example, if the as per the scheme 1 ESOP has an underlying of
2 GDRs and GDRs in turn has underlying of 10 equity shares, then
the conversion ratio would be 1: 20.
Number of Auto-calculated as per Number of ESOPs issued and the conversion
instruments on ratio
fully diluted basis
Face value of Enter the face value of the underlying Equity shares
equity shares
Whether the Select Yes or No
change in the
shareholding

73
pattern due to In case Yes is selected then there will not be any change in the
this transaction shareholding pattern for this transaction being reported.
being reported
has already been In case No is selected, a field for Paid up capital on fully diluted basis
accounted in the will pop-up. Enter the paid-up capital value on fully diluted basis.
pre transaction The changes would be reflected in the shareholding pattern for this
shareholding transaction being reported accordingly.
pattern*
Value of shares Auto-calculated as per Equivalent equity shares on fully diluted
in Rs. basis and the face value of equity shares.
Amount of Auto-calculated based on ‘Number of instruments on fully diluted
Consideration basis’ and ‘Price per instrument’.
Declaration Declaration text - “I hereby declare that I have verified the
information provided in this form and certify that the information
provided is true, complete and correct. In case of any discrepancy
in the above information, I may be held liable for the same. These
declarations and submissions are made in compliance to the
Foreign Exchange Management Act, 1999. I hereby attach requisite
Declaration, CS certificate and other relevant attachment(s) for this
reporting.”

Check upon completing all details in the form.

STEP 4.2: Tab 2 - Shareholding pattern:

74
 Field name Description
Shareholding
pattern Particulars Pre- Post-
Transaction Transaction
Value of equity shares (on fully
diluted basis) other than Foreign
Portfolio Investment and indirect
foreign investment or Value of
Capital contribution/profit shares
Foreign Portfolio Investment
Indirect foreign investment- Value of
equity shares (on fully diluted basis)
Total
Percentage

Pre transaction values are auto-populated from the Entity Master

(tab 3)

Post transaction values are auto-calculated based upon the details

provided in the form.

Post transaction = Pre transaction value of shares + Value of shares

reported in the form.

The Business user shall ensure that the details are correctly filled in
the form, so that the shareholding pattern which is auto- calculated
is correct.
STEP 4.3: After filling in all details, click on “Save and Submit” for submitting the form.
An intimation message would Pop-up as “The applicant may file form FC-GPR as and
when the ESOPs are exercised. If the ESOPs are linked to ADR/GDR, form DRR may
be filed upon exercise of such ESOPs”.
Please click YES and form submission is complete.

• “Save as draft” feature: The Business User can also save the draft and submit later,
by filling in all mandatory details in the “Common details” page.
• “Reset” feature: This will reset the complete form.
• “Back” button: To go back to the Dashboard.
NOTE:

• For the list of documents to be attached along with Form ESOP, refer to Annex – III.

75
 FORM DI

STEP 1: Login into SMF and reach your workspace.

Click on the left navigation button and select “Single Master Form”.

76
STEP 2: Click on drop down menu “Return Type”. Select “Form DI” and click on “Add
new return”. The user will be taken to form DI.

The complete form is arranged into two parts, Common Investment details and “Form
DI” which is further arranged into 2 tabs.
(Common Investment details: These details are common to all returns that can be
reported in SMF.)

STEP 3: Fill up the common investment details as below:

77
 Field Name Description
CIN/ LLP Pre-filled, non-editable as per the BU registration details
Company name Pre-filled, non-editable as per the BU registration details
PAN number Pre-filled, non-editable as per the BU registration details
Application date Pre-filled, non-editable, system date
Entry Route* Select Automatic or Government as applicable for the investment
being reported. In case the Government route is selected attach the
requisite Government approvals.

Clarification: where the company belongs to a sector with mixed

entry routes, for example brownfield pharmaceuticals where up to
74% is under automatic route and beyond up to 100% under
Government route. If the investment being reported is under 74%.
The entry route selected shall be automatic and in case the
investment being reported would result into foreign investment
beyond 74%, the entry route selected shall be government with
relevant government approvals attached.
Applicable Applicable sectoral cap as per extant FEMA notification, as
Sectoral cap/ amended from time to time.
Statutory ceiling*
Clarification: where the company belongs to a sector with mixed
entry routes, for example brownfield pharmaceuticals where up to
74% is under automatic route and beyond up to 100% under
Government route, the applicable sectoral cap would be 100%.
Whether the Select Yes or No as applicable.
foreign If YES is selected, fill up the details as below:
investment PIN Code Enter the PIN code and click on
received is for a arrow
specific project/ State/ Union Territory Pre-filled as per PIN code
manufacturing City/ District Enter the city/district
unit/ plant? Whether the Enter brownfield or greenfield as
investment is applicable for the investment.
Brownfield/ Greenfield

78
STEP 4: Fill up the details in form DI as below:
STEP 4.1: Tab 1 - DI Details:

Field name Description

If continuous to Enter the FCTRS number if a transfer of shares from R to NR, or
FCTRS number, vice versa, has happened previously.
Enter Ref No.
Whether the Select Yes or No
current reporting
has been taken In case YES is selected then there will not be any change in the
into account in the shareholding pattern for this transaction being reported.
pre-transaction
shareholding In case NO is selected, a field for Paid up capital on fully diluted
pattern? basis will pop-up. Enter the paid-up capital value on fully diluted
basis. The changes would be reflected in the shareholding pattern
for this transaction being reported accordingly.
Investor Type Select the type of resident investor making downstream
investment in the investee Indian company from the drop-down
menu as:
• Company
• LLP
• Investment Vehicle
Name Enter the name of the resident investor making downstream
investment.

79
Address Enter the address of the resident investor making downstream
investment.
PIN Code Enter the Pin code and click on the Right arrow. If the PIN code is
available in the system, the State and District are auto-filled. Or
else, enter the State and district. The details are editable.
Date on which the Select the date on which the investment by the resident investor
investment in the Indian Investee company became indirect foreign
become Indirect investment for the investee company.
foreign investment
Date of allotment Select the date on which the Equity instruments were issued to
the resident investor by the Indian investee company. This date
would be same as Date on which the investment become Indirect
foreign investment if the investment by resident investor is
downstream investment at the time of allotment itself.
Amount of It is the amount that is received for the investment in Rs.
remittance
Type of Select from the type of instrument, drop down menu.
instruments (Use Others for LLP – Capital Contribution)
Number of Enter the number of instruments
instruments (Enter 1 for LLP – Capital Contribution)
Conversion ratio Enter the conversion ratio
(Enter 1:1 for LLP – Capital Contribution)
Number of shares Auto-filled as per the number of instruments and conversion ratio.
on a fully diluted
basis
Face value of Enter the face value of the equity shares.
equity shares (Enter applicable capital contribution for LLP - Capital
Contribution)
Value of shares Auto-calculated as per Number of shares on fully diluted basis
and the Face value of the shares.
Price per The price at which each share is issued/transferred.
instrument (Enter applicable capital contribution for LLP- Capital
Contribution)
Amount of This is an auto-populated field based on the ‘Number of shares on
Consideration a fully diluted basis’ and ‘price per instrument’.
Declaration Declaration text - I hereby declare that I have verified the
information provided in this form and certify that the information
provided is true, complete, and correct. In case of any
discrepancy in the above information, I may be held liable for the
same. These declarations and submissions are made in
compliance to the Foreign Exchange Management Act, 1999.

80
 Check upon completing all details in the form and attach, any
other document (s), if any.

STEP 4.2: Tab 2 – Shareholding pattern:

Field name Description

Shareholding
pattern Particulars Pre- Post-
Transaction Transaction
Value of equity shares (on fully
diluted basis) other than Foreign
Portfolio Investment and indirect
foreign investment or Value of
Capital contribution/profit shares.
Foreign Portfolio Investment
Indirect foreign investment- Value
of equity shares (on fully diluted
basis)
Total
Percentage

Pre transaction values are auto-populated from the Entity Master

(tab 3).

Post transaction values are auto-calculated based upon the

details provided in the form.

Post transaction = Pre transaction value of shares + Value of

shares reported in the form.

81
 The Business user shall ensure that the details are correctly filled
in the form, so that the shareholding pattern which is auto-
calculated is correct.

STEP 4.3: After filling in all details, click on “Save and Submit” for submitting the Form.

• “Save as draft” feature: The Business User can also save the draft and submit
later, by filling in all mandatory details in the “Common details” page.
• “Reset” feature: This will reset the complete form.
• “Back” button: To go back to the Dashboard.

NOTE:

• For the list of documents to be attached along with Form DI, refer to Annex – III.
• It may be noted that in case of transfer of equity instruments of an Indian
Company by a PROI to another Indian Company, which is not owned and not
controlled by resident Indian citizens or is owned or controlled by persons
resident outside India shall require reporting in Form FC-TRS. Further, such
downstream investment shall also require reporting in Form DI.

82
 FORM DRR

STEP 1: Login into SMF and reach your workspace.

Click on the left navigation button and select “Single Master Form”.

83
STEP 2: Click on drop down menu “Return Type”. Select “Form DRR” and click on
“Add new return”. The user will be taken to Form DRR.

The complete form is arranged into two parts, “Common Investment details” and
“Form DRR”, which is further arranged into 2 tabs.
(Common Investment details: These details are common to all returns that can be
reported in SMF).

STEP 3: Fill up the common investment details as below –

84
 Field Name Description
CIN/ LLP Pre-filled, non-editable as per the BU registration details
PAN number Pre-filled, non-editable as per the BU registration details
Company name Pre-filled, non-editable as per the BU registration details
Application date Pre-filled, non-editable, system date
Entry Route* Select ‘Automatic’ or ‘Government’ as applicable for the
investment being reported. In case the ‘Government’ route is
selected attach the requisite ‘Government’ approvals.

Clarification: where the company belongs to a sector with mixed

entry routes, for example brownfield pharmaceuticals where up to
74% is under automatic route and beyond up to 100% under
Government route. If the investment being reported is under 74%.
The entry route selected shall be automatic and in case the
investment being reported would result into foreign investment
beyond 74%, the entry route selected shall be government with
relevant government approvals attached.
Applicable Applicable sectoral cap as per extant FEMA notification, as
Sectoral cap/ amended from time to time.
Statutory ceiling*
Clarification: where the company belongs to a sector with mixed
entry routes, for example brownfield pharmaceuticals where up to
74% is under automatic route and beyond up to 100% under
Government route, the applicable sectoral cap would be 100%.
Whether the Select Yes or No as applicable.
foreign If YES is selected, fill up the details as below:
investment PIN Code Enter the PIN code and click on
received is for a arrow
specific project/ State/ Union Territory Pre-filled as per PIN code
manufacturing City/ District Enter the city/ district
unit/ plant? Whether the Enter brownfield or greenfield as
investment is applicable for the investment.
Brownfield/ Greenfield

85
STEP 4: Fill up the details in form DRR as below:
STEP 4.1: Tab 1 - DRR details:

Field name Description

Name of the Domestic Name of the Domestic custodian for the DR issue
custodian
Address of the Domestic Address of the Domestic custodian for the DR issue
custodian
Name of the Global Name of the Global custodian for the DR issue
Custodian
Address of the Global Address of the Global custodian for the DR issue.
Custodian
Date of issue Date on which the DRs have been issued
Country Country in which the DRs have been issued
Number of DRs issued Number of DRs as issued
Underlying securities Select the underlying securities to the DRs issued
Conversion Ratio Conversion for the DRs issued. Where the underlying
security is other that Equity instruments i.e., debt or units,
conversion ratio shall be 1:0.
Number of equity shares Auto-calculated as per Number of DRs issued and
on fully diluted basis conversion ratio
Face value of equity Face value of the equity shares
shares
Value of shares Auto-calculated as per number of shares on fully diluted
basis and the face value
Amount raised in Rs Total amount as raised in the DR issue being reported.

86
Issue expenses, if any, in Issue expenses as incurred in the DR issue, if any.
Rs
Amount repatriated in the The amount as being repatriated in India so far.
current tranche in Rs
Total Amount repatriated Total amount repatriated in India, so far
in India in Rs
Amount kept abroad in Rs Auto-calculated as per Amount raised in Rs and Total
amount repatriated in India in Rs
Whether the change in the Select Yes or No
shareholding pattern due
to this transaction being In case Yes is selected then there will not be any change
reported has already been in the shareholding pattern for this transaction being
accounted in the pre reported.
transaction shareholding
In case No is selected, a field for Paid up capital on fully
pattern*
diluted basis will pop-up. Enter the paid-up capital value
on fully diluted basis. The changes would be reflected in
the shareholding pattern for this transaction being
reported accordingly.
Whether sponsored? Select Yes or No

If Yes, then enter the Name of sponsor and the address of

the sponsor
Whether the DR is listed Select Yes or No
on an International
Exchange or trading If Yes, then enter the name of the stock exchange and the
platform Date of commencement of trading on the same
Declaration text - I hereby declare that I have verified the
information provided in this form and certify that the
Declaration information provided is true, complete, and correct. In
case of any discrepancy in the above information, I may be
held liable for the same. These declarations and
submissions are made in compliance to the Foreign
Exchange Management Act, 1999.

Check upon completing all details in the form and attach

other documents, if any.

87
STEP 4.2 - Tab 2 - Shareholding Pattern:

Field name Description

Shareholding
pattern Particulars Pre- Post-
Transaction Transaction
Value of equity shares (on fully diluted
basis) other than Foreign Portfolio
Investment and indirect foreign
investment or Value of Capital
contribution/profit shares
Foreign Portfolio Investment
Indirect foreign investment- Value of
equity shares (on fully diluted basis)
Total
Percentage

Pre transaction values are auto-populated from the Entity Master (tab 3)

Post transaction values are auto-calculated based upon the details

provided in the form.

Post transaction = Pre transaction value of shares + Value of shares

reported in the form.

The Business user shall ensure that the details are correctly filled in the
form, so that the shareholding pattern which is auto- calculated is
correct.

88
STEP 4.3: After filling in all details, click on “Save and Submit” for submitting the form.

• “Save as draft” feature: The Business User can also save the draft and submit
later, by filling in all mandatory details in the “Common details” page.
• “Reset” feature: This will reset the complete form.
• “Back” button: To go back to the Dashboard.

STEP 4.4: For subsequent filing of Form DRR, Wherein the Amount raised as in a DRR
issue has not been repatriated in India in one go and is kept abroad - In such cases
wherever the amount is being repatriated in subsequent tranches, for every
subsequent tranche - Form DRR shall be filed within 30 days from the date of
remittance (as a subsequent form DRR to the Form DRR as filed at the time of issue of
DRs), as below:

STEP 4.4.1: Using the left navigation button select “File Return” and then
“Single Master Form”.

STEP 4.4.2: Select Return Type as Form DRR. If the reference number of the
earlier filed form DRR is known, enter the same in the field “Return Reference
Number” and click on “Search Return”. Or else, enter the from date and search
return. Select the initial filed Form DRR and open the same upon clicking on the
reference number.

STEP 4.4.3: At the top right select the button “Add subsequent return”. Enter
the amount repatriated in the current tranche in Rupees. No other field needs to
be entered. The values in Total amount repatriated in India and the Amount kept
abroad are updated accordingly. Check the details under the tab “Tranche
details”.

STEP 4.4.4: Check the declaration and attach the FIRC for the amount
repatriated in the “Other attachments” and click on “Submit” button at top right.

NOTE:

• For the list of documents to be attached along with Form DRR, refer to Annex – III.
• DRs for which Form DRR has been duly reported need not report again on
cancellation.

89
 FORM INVI

STEP 1: Login into SMF and reach your workspace.

Click on the left navigation button and select “Single Master Form”.

90
STEP 2: Click on drop down menu “Return Type”. Select “Form InVi” and click on
“Add new return”. The user will be taken to form InVi. (As the Business user
registration is for Form InVi, only one option of Form InVi is available in the drop-down
menu.)

Field Name Description

Application Date Date on which the submission is being made in Form InVi.
Name of the Name of the Investment Vehicle receiving Foreign inflow.
Investment Vehicle
Type of investment Select the type of the Investment Vehicle from the following
vehicle drop-down menu:
• Real estate Investment Trust
• Infrastructure Investment Trust
• Alternate Investment Fund –I
• Alternate Investment Fund-II
• Alternate Investment Fund-III
• Others
(If others is chosen, a separate data entry field will pop-up.
Enter the type of Investment Vehicle)
Targeted amount in The total amount of inflow in Rs, both from Residents as well
Rs as Non-Residents, as targeted for the corpus of the Investment
Vehicle.
Amount of Remittance Enter the amount of Foreign remittance in Rupees being
received and being reported in the current return.
Number of foreign Enter the number of foreign investors contributing for the
investors amount received and being reported in the current return.

91
Date of issue of units Select the date on which the units have been issued for the
amount as received and being reported in the current return.
Number of units Enter the number of units as issued to the foreign investor for
issued to the foreign the amount as received and being reported in the current
investors return.
Total amount of Enter the total amount of foreign inflow as being received in the
foreign inflow so far Investment vehicle till date from all foreign investors.
in Rs
Total number of Enter the total number of foreign investors till date from which
foreign investors the foreign inflow has been received in the Investment vehicle.
Total Number of units Enter the total number of units as issued to all the foreign
as issued to the investors till date.
foreign investors so
far
Price per instrument Enter the price per unit.
Amount of This field will be auto-populated based on the ‘number of units
consideration issued to the foreign investors’ and ‘price per instrument’.
Country wise inflow Attach a .pdf file (max size 1 MB) with the following details for
the country wise inflow for the total foreign inflow as received
from various countries:

where,
• Name of the country is the country from which the foreign
inflow is received so far.
• Number of foreign investors is the number of foreign
investors from that country from which the foreign inflow
has been received so far.
• Amount being reported in the current form in Rs is the
amount of
Name Number Amount Total
foreign inflow
of the of being amount
country wise as
countr foreign reported as
received and
y investor in the receive
being reported
s current d so far
in the current
form in in Rs
return.
Rs
• Total amount as
received so far
in Rs is the total
amount of
foreign inflow
so far from the country as received.

92
 Declaration Check the Declaration text and attach the declaration in the
specified format and submit.

Declaration text: “I hereby declare that I have verified the

information provided in this form and certify that the
information provided is true, complete and correct. In case of
any discrepancy in the above information, I may be held liable
for the same. These declarations and submissions are made in
compliance to the Foreign Exchange Management Act, 1999. I
hereby attach requisite Declaration and other relevant
attachment (s) for this reporting”

Check upon completing all details in the form and attach other
documents, if any.”

NOTE:

• For the list of documents to be attached along with Form InVi, refer to Annex – III.
• In case of partly paid units, each tranche shall be reported separately.

93
SHAREHOLDING PATTERN – AN EXPLANATION:

1. Shareholding pattern details are being obtained with the purpose to ensure that
the foreign investment in an entity is within the permissible foreign investment
limit/ sectoral caps/ regulatory limits.

2. In the entity master, the companies and LLPs were instructed to provide the
latest shareholding pattern, all-inclusive irrespective whether the same is
reported or not reported or acknowledged or not acknowledged.

3. In case where the company or LLP is making a filing in SMF for a past
transaction which was not reported earlier, but the same has been included in
the shareholding pattern provided in the entity master, at the time of reporting
the same in SMF, the shareholding pattern should not change. In such
scenarios, the BU, where he is asked to specify “Whether the change in the
shareholding pattern due to this transaction being reported has already been
accounted in the pre transaction shareholding pattern:” shall select YES. This
would ensure that the shareholding pattern is not affected.

4. It may be noted that upon successful acknowledgement of the filed forms at AD

level, the entity master details are automatically updated with the post
shareholding pattern as per the acknowledged form. Therefore, the user shall
take due precaution while specifying for this detail.

94
Other Reporting Guidelines -1

Reporting related to exercise of options using trust route and/or cashless mechanism:

Sr. Transaction type Principal Reporting

No. Transaction
Option 1: When the trust route is not deployed
1 Option 1(a): Cash based exercise Issuance of X FC-GPR (as
Person Resident Outside India (PROI) shares to PROI hitherto) for X
Employee pays the exercise price for shares may be
X shares reported by the
“X” Shares issued to PROI by an company
Indian company on receipt of
exercise price
2 Option 1(b): Cashless exercise Issuance of X-Y FC-GPR for issue
PROI Employee serves exercise shares to PROI of X-Y shares may
notice for X shares, but does not pay be reported by the
exercise price to the company, the company
company sells Y (a portion of X)
shares to recover exercise price for X.
Finally, the company issues, “X-Y”
shares to PROI.
3 Option 1(c): Cashless exercise Sale of X-Y shares FC-TRS for sale of
PROI Employee serves exercise by the company X-Y shares by the
notice for X shares, but does not pay on behalf of PROI company on behalf
exercise price to the company, the and of PROI by the
company sells Y shares to recover remittance of sale Indian company
exercise price for X. Finally, instead proceeds.
of issuing the remaining “X-Y”
Shares, the company sells X-Y shares
and remits the sale proceeds (net of
taxes) to PROI.
Option 2: When the trust route is deployed
4 Option 2(a)(i): Cash Based Exercise Transfer of X FC-TRS for X
PROI Employee pays the exercise shares by the shares acquired by
price for X shares to the trust, the trust to PROI PROI from the trust
trust transfers the shares to PROI. may be reported by
the trustee.
5. Option 2(a)(ii): Cash Based Exercise Recognition of FC-TRS for X
PROI Employee pays the exercise the PROI as shares acquired by
price for X shares to the trust, the beneficial owner the trust on behalf
trust holds X shares on behalf of of X shares. PROI may be
PROI as their beneficial owner.

95
 Akin to transfer of reported by the
X shares from PRI trustee.
(trust) to PROI.
6 Option 2 (b)(i) Cashless exercise Transfer of X-Y FC-TRS for
PROI Employee serves exercise shares to the acquisition of X-Y
notice for X shares, but does not pay PROI by the trust shares by PROI
exercise price to the trust, the trust from the trust may
sells Y (a portion of X) shares to be reported by the
recover exercise price for X. Finally, trustee
the trust transfers, “X-Y” shares to
PROI using cashless exercise
7 Option 2 (b)(ii) Cashless exercise Recognition of FC-TRS for shares
PROI Employee serves exercise the PROI as acquired by the
notice for X shares, but does not pay beneficial owner trust on behalf of
exercise price to the trust, the trust of X-Y shares. PROI may be
sells Y (a portion of X) shares to reported by the
recover exercise price for X. Finally, Akin to transfer of trustee.
the trust holds, “X-Y” shares on X-Y shares from
behalf of PROI. PRI (trust) to
PROI.
8 Option 2 (b)(iii) Cashless exercise Sale of X-Y shares FC-TRS for sale of
PROI Employee serves exercise by the trust on X-Y shares by the
notice for X shares, but does not pay behalf of PROI trust on behalf of
exercise price to the trust, the trust and PROI, as per FEMA
sells Y shares to recover exercise remittance of sale 395
price for X. Finally, instead of proceeds.
transferring the remaining “X-Y”
shares, the trust sells X-Y shares and
remits the sale proceeds (net of
taxes) to PROI

Note: The transactions under the trust route or cashless exercise route should be
reported after ensuring that the transaction was otherwise compliant with NDI rules
and applicable provisions of the Companies Act, 2013 and Securities and Exchange
Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021,
as applicable on the date of the transaction.

96
Other Reporting Guidelines -2

Applicable Reporting for downstream investment by an Indian entity which is not

owned and not controlled by resident Indian citizens or is owned or controlled by
persons resident outside India (Entity A) in another Indian entity which is considered
as indirect foreign investment for Investee Indian entity:

Mode of Investment Applicable Reporting

Issuance of equity instruments by an Indian Company to Form DI

Entity A
Transfer of equity instruments of an Indian Company Form DI
from a resident to Entity A

Transfer of equity instruments of an Indian Company Form FCTRS & Form DI

from a person resident outside India to Entity A

Transfer of equity instruments of an Indian Company Form FCTRS

from Entity A to person resident outside India

Capital contribution/ acquisition of profit share of an LLP Form DI

by Entity A

Transfer of capital contribution/ profit share of an LLP Form LLP-II

from Entity A to a person resident outside India

Transfer of capital contribution/ profit share of an LLP Form LLP-II & Form DI
from person resident outside India to Entity A

97
CONTACT US:

The applicants are advised to contact their AD-Banks first as a primary contact. In case
any queries remain unresolved, the applicants may then approach the concerned
regional office of RBI - as per location of the ROC of the investee company.
Contact details of RBI’s Regional Offices are available on the home page of FIRMS
portal.
In case of any further help, applicants may call/ write to the Helpdesk for FIRMS: to
receive queries from stakeholders regarding entries to be made in FIRMS.
FIRMS Helpdesk Team
E-mail: [email protected]
For technical queries: [email protected]
Telephone Number: 022 – 22601000 (Extn: 2617)

98
ANNEX - I

FORMAT OF COMPANY SECRETARY CERTIFICATE:

The certificate from CA/ CS to be submitted along with forms filed will cover the
following:

i) All the requirements of the Companies Act, 2013/ Limited Liability Partnership
Act, 2008/ any relevant rules/ regulations have been complied with.
ii) Appropriate Government approvals, wherever required, have been obtained and
the terms and conditions of such government approval, if any, have been
complied with.
iii) The transaction is in compliance with the provisions under Foreign Exchange
Management Act, 1999 and/ or the rules and regulations framed, or directions
issued thereunder, as amended from time to time and as applicable.
iv) The company has all certificates (e.g., KYC, FIRC) issued by AD banks
evidencing receipt of amount of consideration in accordance with extant rules/
regulations of FEMA, 1999.

99
ANNEX - II

FORMAT FOR KNOW YOUR CUSTOMER (KYC) FORM IN RESPECT OF THE NON-
RESIDENT INVESTOR:

Registered Name of the Remitter/ Investor

(Name, if the investor is an Individual)
Registration Number (Unique Identification
Number* in case remitter is an Individual)
Registered Address (Permanent Address if
remitter is an Individual)
Name of the Remitter’s Bank
Remitter’s Bank Account No.
Period of banking relationship with the
remitter*

* Passport No., Social Security No., or any Unique No. certifying the bonafides of the
remitter as prevalent in the remitter’s country.

We confirm that all the information furnished above is true and accurate as provided
by the overseas remitting bank of the non-resident investor.

_____________________
(Signature of the Authorised Official of
the AD bank receiving the remittance)

Date :

Place :

Stamp :

100
ANNEX – III

LIST OF MANDATORY DOCUMENTS

1) List of mandatory documents while doing Business User registration:
1. Authorization letter in the prescribed format as given at Annex-IV.
2. PAN card/ any other Government issued identification document of the
individual registering as a Business User

2) List of documents to be submitted along with Form FC-GPR:

1. Declaration to be filed by the authorised representative of the Indian company:
As per the format at Annex-V. To be attached as “other attachments”.
2. CS certificate, as applicable: As provided in Annex-I. To be attached as “other
attachments”.
3. Valuation certificate: As prescribed and applicable under FEMA or the rules and
regulations framed, or directions issued thereunder, as amended from time to
time and as applicable. To be attached at “Valuation certificate”. For rights
issue, valuation certificate is not required. A declaration (plain paper) may be
attached that the rights issue to person’s resident outside India is not at a price
less than the price offered to persons resident in India. Further, Board
Resolution/ MoA maybe attached in cases of reporting of subscription to MoA.
The valuation date (i.e., the date as on which the valuation is arrived/obtained)
specified in a valuation certificate, should not be earlier that ninety days from
the date of the transaction.
4. PAS–3/ Board resolution: Only the relevant extracts. To be attached as “other
attachments”.
5. Memorandum of Association: if applicable, relevant extracts to be attached as
“other attachment”.
6. Merger/ Demerger/ Amalgamation: If applicable, relevant extracts to be attached
at the specified attachment “relevant approvals from the competent authority”.
7. For Rights/ Bonus issue: Acknowledgement letter of FC-GPR/FC-TRS, as
applicable, of the original investment.
8. FIRC/ Debit Statement and KYC: at the specified attachments.
9. Government approvals, if any.

101
 10. In case of reporting of FDI upon reclassification of FPI, relevant holding
statement/ certificate from the concerned depository/ depository participant
evidencing the FPI holding.

3) List of documents to be attached along with Form FC-TRS:

(A) For Transfer by way of Gift as applicable:
1. Relevant regulatory approvals, wherever applicable, to be attached as “other
attachment”.
2. Consent letter: Consent letter between donor and donee for the transfer to be
attached as other attachment.
3. Non-resident declaration: As per the format at Annex-VI, to be attached as
“other attachments”.
4. Acknowledgement letter of initial allotment, if any.
5. Valuation Certificate: A valuation certificate as per provisions under FEMA or
the rules and regulations framed, or directions issued thereunder, as amended
from time to time and as applicable to be attached at “Transfer agreement/
Valuation certificate”. The valuation date (i.e., the date as on which the valuation
is arrived/obtained) specified in a valuation certificate, should not be earlier that
ninety days from the date of the transaction.
(B) For transfer by way of sale (Private Arrangement) as applicable:
1. Share Transfer agreement/ SH-4: Relevant extracts of the transfer agreement (or
SH-4) along with the consent letter between buyer and seller (or their agent, with
power of Attorney document).
2. Valuation Certificate: A valuation certificate as per provisions under FEMA or
the rules and regulations framed, or directions issued thereunder as amended
from time to time and as applicable to be attached at “Transfer agreement/
Valuation certificate”. The valuation date (i.e., the date as on which the valuation
is arrived/obtained) specified in a valuation certificate, should not be earlier that
ninety days from the date of the transaction.
3. Non-resident declaration: As per the format at Annex-VI, to be attached as
“other attachments”.
4. In case of sale by a non-resident, acknowledgement of FC-GPR/ FC-TRS as
applicable for the Equity instruments being sold, to be attached as “other
attachment”.
102
 5. FIRC / Debit Statement/ Outward remittance certificate and KYC to be attached
at the specified attachment.
6. No objection/ Tax clearance Certificate from the Income Tax authority/ Chartered
Accountant.
7. Government approvals, if any.

(C) For transfer by way of sale (On Stock Exchange) as applicable:

1. For sale/ purchase on stock exchange, the contract note may be attached at
“Transfer agreement/ Valuation certificate”.
2. Broker’s Note – Date of trade & settlement, No. of shares transferred, Name of
Investee Company, Consideration amount should be checked.
3. NR declaration as per Annex-VI.
4. Outward Remittance Certificate.
5. Copy of acknowledgement of FC-GPR/ FC-TRS as applicable for the Equity
instruments being sold, to be attached as “other attachment”.
6. No objection/ Tax clearance Certificate from the Income Tax authority/ Chartered
Accountant.

4) Documents to be attached with Form LLP-I:

1. FIRC/ Debit statement and KYC, as applicable, to be attached at the specified
attachment.
2. Valuation certificate. The valuation date (i.e., the date as on which the valuation
is arrived/obtained) specified in a valuation certificate, should not be earlier that
ninety days from the date of the transaction.
3. Declaration and the certificate from the designated partner/ authorized
representative in formats as at Annex-VII and Annex-VIII respectively to be
attached as “other attachment”.
4. Relevant extracts of the agreement with respect to capital contribution.

5) Documents to be attached with Form LLP-II:

1. FIRC/ Debit statement/ Outward Remittance Certificate and KYC, as applicable to
be attached at the specified attachment.
2. Relevant acknowledgement letters for the capital contribution being transferred to
be attached as specified.
103
3. Valuation Certificate. The valuation date (i.e., the date as on which the valuation is
arrived/obtained) specified in a valuation certificate, should not be earlier that
ninety days from the date of the transaction.
4. Buyer and Seller Consent Letter (or their agent, with power of Attorney document)
and Transfer Agreement (relevant extracts) to be attached as “Other attachments”.
5. Declaration from the Non-resident transferor/ transferee in the specified format as
at Annex-IX to be attached as “other attachment”.
6. No objection/ Tax clearance Certificate from the Income Tax authority/ Chartered
Accountant.

6) Documents to be attached with Form CN:

1. FIRC/ Debit Statement and KYC.
2. Document evidencing date of issue of Convertible Note.
3. Registration certificate for being a start-up.
4. Board resolution: Only the relevant extracts. To be attached as “other
attachments”.
5. CS certificate, as applicable: As provided in Annex-I. To be attached as “other
attachments”.
6. Declaration to be filed by the authorised representative of the Indian Company/
Startup: As per the format at Annex V. To be attached as “other attachments”.

7) Documents to be attached with ESOP:

1. Relevant extracts of the ESOP scheme to be attached at the specified attachment.
2. Declaration to be filed by the authorised representative of the Indian Company, as
in the format specified at Annex X, to be attached as “Other Attachments”.
3. CS certificate as specified at Annex-I to be attached as “other attachments”.
4. Letter of Grant/ Offer – Name of the employee in the letter of grant vis a vis name
mentioned in the CS certificate. No of shares and exercise price should also be
mentioned.

8) Documents to be attached with Form DI:

1. PAS – 3/ SH-4/ Board resolution.
2. Shareholder’s resolution, if any.

104
 3. Valuation Certificate. The valuation date (i.e., the date as on which the valuation
is arrived/obtained) specified in a valuation certificate, should not be earlier that
ninety days from the date of the transaction.
4. Declaration to be filed by the authorised representative of unlisted Indian
company: As per the format at Annex-V. To be attached as “other attachments”.

9) Documents to be attached with Form InVi:

1. Country wise Inflow document – providing the details on amount of inflow,
number of investors, and country of investors (as provided in the detailed
guidelines for Form InVi).
2. Declaration – to be filed by Authorised representative, as provided at Annex-XI
for Form InVi in FIRMS Manual.

10) Documents to be attached with Form DRR:

1. Details of issue certified by the Company Secretary.
2. Document evidencing amount of receipt of remittance.

Note: Illustration for validity of valuation certificate

In case an applicant company is issuing shares to a person resident outside India, it

needs to comply with pricing guidelines. The company has filed FC-GPR with the
following information/ documentation:

• Date of issuance of shares: March 31, 2024

• Date of signing/issue of valuation certificate: February 01, 2024 (i.e., a date
within 90 days prior to March 31, 2024)
• Date as on which the valuation has been obtained/arrived: December 15, 2023
(more than 90 days old as on March 31, 2024)

In the above case, the applicant should be advised to resubmit a revised valuation
certificate with a "valuation date" that is not later than January 02,2024.

105
Annex – IV

LETTER OF AUTHORISATION
(on the entity’s letter head which would be registering
itself as Business User for making filing in SMF-FIRMS)
(Where the Business User is filing the SMF in the capacity of an
individual, the authority letter need not be on the Entity’s letterhead.

The Chief General Manager-in-Charge Date: _ _/ _ _/ _ _ _ _

Foreign Exchange Department
Reserve Bank of India
# Regional Office

^----------------

Dear Sir,

Sub: Letter of Authorization for filing in FIRMS application

We hereby authorize Shri./ Smt./ Ms. ____________________ (Name and Designation)

holding Permanent Account Number (PAN) __________ (copy to be attached) to
register as Business user for submission of returns in Foreign Investment Reporting
and Management System (FIRMS) on behalf of our Company/ LLP/ Investment
Vehicle named/ as an individual ____________________, having registered office at
____________________ (not applicable for individual) and PAN __________.

#The CIN/ LLPIN/ SEBI registration number (for Investment vehicle) is __________
/Company/LLP is not required to obtain CIN/LLPIN. (Not applicable for individual)

2. We also authorize Shri./ Smt./ Ms. ____________________ (Name of Authorized

Representative) to make declarations and to submit documents, wherever required,
on our behalf. These declarations and submissions are made towards the
requirement of the Foreign Exchange Management Act, 1999 and any other
applicable laws that may be in force.

3. We further confirm that we are liable for and bound by all acts of commission and
omission by the authorized representative. All acts committed by the above

106
authorized representatives shall be treated as if these acts were committed by the
Company/ LLP.

4. The Specimen signature of Shri./ Smt./ Ms. ____________________ (Authorized

representative) is attested below:

____________________
(Specimen Signature of authorized representative)

5. Associated bank account of the Entity/ Individual/ Investment Vehicle with the AD-
Bank is _______________ (A/c no.) and name of the authorised signatory for his
account is ___________________.

6. The specimen signature of the authority signatory is attested below:

____________________
(Signature of the authorized signatory for the bank account)

Yours faithfully,

____________________
Signature of Managing Director/ Director/ Secretary of the Company/ Designated
Partner/ (in case of LLP) Investment manager or Sponsor for Investment vehicle (may
self- authorize for individual)

Name:
Designation:
Date:
DIN / Registration Number of Secretary / DPIN of Partners:
Seal of the signing authority:

# Strike out whichever is not applicable

^Indicate the location of RBI Regional Office
NOTES:
107
 i. The format of the authority letter is same for all business user registrations and for
all applicants viz., Company, LLP, Individual or Investment Vehicle.
ii. The authority letter for individuals need not be on any letterhead.
iii. CIN/ LLPIN is not required for individual or investment vehicle.
iv. This authority letter is for business user registration only. The authority letter for
Entity user is different, as specified in user manual for entity master.

108
Annex – V

FORMAT OF THE DECLARATION

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 Equity instruments as laid down under
FEMA or the rules and regulations framed, or directions issued thereunder as
amended from time to time and as applicable.

2. The investment is within the sectoral cap / statutory ceiling permissible under the
rules, ibid and in compliance with the attendant conditions.

3. The Equity instruments 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 is duly approved by a court in India. (Strike- out if not applicable).

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 these regulations:

(i) A certificate from our Company Secretary/ Chartered Accountant, as applicable,
in the specified format.
(ii) A certificate from SEBI registered Merchant Banker / Chartered Accountant / cost
accountant or any other person as authorized under FEMA or the rules and
regulations framed or directions issued thereunder as amended from time to time
and as applicable indicating the manner of arriving at the price of the shares issued
to the persons resident outside India (wherever applicable).
(iii) All other necessary documents as applicable to the issue.

(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)

109
Annex - VI

FORMAT FOR DECLARATION BY THE NON-RESIDENT TRANSFEROR/

TRANSFEREE:

I/We hereby declare that,

i. The particulars given above are true and correct to the best of my/our
knowledge and belief.
ii. I/ We, was/were holding the equity instruments of the company as per
provisions under FEMA or the rules and regulations framed, or directions
issued thereunder as amended from time to time and as applicable on
repatriation/non-repatriation basis.
iii. I/ We, am/are eligible to acquire/ transfer the equity instruments in a company
in terms of rules, ibid.
iv. The investment is within the sectoral cap / statutory ceiling permissible under
the rules/regulations, ibid and in compliance with the attendant conditions.

______________________
Signature of the Declarant
or his duly authorized agent.
Date: _ _/ _ _/ _ _ _ _

110
Annex - VII

FORMAT FOR DECLARATION

DECLARATION TO BE FILED BY THE AUTHORISED REPRESENTATIVE OF THE LLP:

We hereby declare that,

1. We comply with the procedure for receipt of capital contribution as laid down
under FEMA or the rules and regulations framed, or directions issued thereunder as
amended from time to time and as applicable.
2. The investment is within the sectoral cap / statutory ceiling permissible under the
rules/ regulations, ibid and in compliance with the attendant conditions.
3. 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.

4. We enclose the following documents in compliance with these regulations:

(i) A certificate from our Authorized Representative as in the specified format.
(ii) A certificate from the Chartered Accountant/Cost Accountant/ approved valuer
from the panel maintained by the Central Government, indicating the manner of
arriving at the fair price of the capital contribution/profit shares issued to the
persons resident outside India. (If applicable)
(iii)All other necessary documents as applicable to the issue.

(Signature of the Applicant) * : __________________________________________

(Name in Block Letters) : __________________________________________
(Designation of the signatory) : __________________________________________
Place: __________
Date: _ _/ _ _/ _ _ _ _
(*To be signed by Managing Director/ Director/ Designated Partner/ Authorized
Signatory)

111
Annex - VIII

DESIGNATED PARTNER/ AUTHORISED SIGNATORY OF THE LLP RECEIVING

FOREIGN INVESTMENT:

In respect of the details as mentioned as mentioned above, we certify the following:

(i) all the requirements Limited Liability Act, 2008 have been complied with.
(ii) terms and conditions of the Government approval, if any, have been complied with.
(iii)The LLP is eligible to receive foreign investment under FEMA or the rules and
regulations framed, or directions issued thereunder as amended from time to time
and as applicable.
(iv)The company/LLP has all certificates issued by authorized dealers in India
evidencing receipt of amount of consideration in accordance with FEMA or the
rules and regulations framed, or directions issued thereunder as amended from
time to time and as applicable.
(v) The Investment Agreement/ Shareholder Agreement between the investor and
the investee LLP is in compliance with the provisions of FEMA or the rules and
regulations framed, or directions issued thereunder as amended from time to
time and as applicable.

(LLP Seal) _____________________________________

(Name and Signature of the Designated
Partner/ Authorized representative of the LLP)

112
Annex - IX

FORMAT FOR DECLARATION BY THE NON-RESIDENT TRANSFEROR /

TRANSFEREE:
I/ We hereby declare that,

(i) The particulars given above are true and correct to the best of my/our knowledge
and belief.

(ii) (I was)/ (We were) holding the capital contribution/ profit shares in an LLP as per
FEMA or the rules and regulations framed or directions issued thereunder as
amended from time to time and as applicable. I/We, am/are eligible to acquire/
transfer the capital contribution/profit shares in an LLP in terms of
rules/regulations, ibid.

(iii) The investment is within the sectoral cap / statutory ceiling permissible under
the rules/regulations, ibid and in compliance with the attendant conditions.

_________________________
Signature of the Declarant
or his duly authorized agent
Date: _ _/ _ _/ _ _ _ _

113
Annex - X

FORMAT FOR DECLARATION

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 Equity instruments as laid down under
FEMA or the rules and regulations framed, or directions issued thereunder as
amended from time to time and as applicable.

2. The investment is within the sectoral cap/ statutory ceiling permissible under the
rules/ regulations, ibid and in compliance with the attendant conditions.

3. 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.

4. We enclose the following documents in compliance with these rules/regulations:

(i) A certificate from our Company Secretary as in the specified format.
(ii) A certificate from SEBI registered Merchant Banker/ Chartered Accountant/ Cost
Accountant or any other person as authorised under FEMA or the rules and
regulations framed or directions issued thereunder as amended from time to time and
as applicable, indicating the manner of arriving at the price of the shares issued to the
persons resident outside India (wherever applicable)
(iii) All other necessary documents as applicable to the issue.

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)

114
Annex - XI

FORMAT FOR DECLARATION

DECLARATION TO BE FILED BY THE AUTHORISED REPRESENTATIVE OF THE

INDIAN COMPANY:

We hereby declare that,

1. We comply with the procedure for receiving foreign inflow as laid down under FEMA
or the rules and regulations framed, or directions issued thereunder as amended from
time to time and as applicable.

2. The foreign inflow is in compliance with Rule 6(c), Chapter III of FEM (NDI) Rules,
2019 to be read with Schedule VIII of FEM(NDI) Rules, 2019.

3. 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.

Signature of the Applicant * : __________________________________________

Name in Block Letters : __________________________________________
Designation of the signatory : __________________________________________
Place: ______________________
Date: _ _/ _ _ / _ _ _ _

* To be signed by Sponsor /Investment Manager of the Investment Vehicle

115
Annex – XII

MAIL TO BE SENT TO CONCERNED RBI’s REGIONAL OFFICE FOR SUBMITTING

NEFT/RTGS DETAILS

SUBJECT: NEFT/RTGS Details for LSF payment as advised vide FIRMS email dated
dd/mm/yyyy for FIRMS Form Reference No. _ _ _ _ _ (Provide Form No.)

Sir/ Madam,

This is with reference to the trailing autogenerated email (forward LSF autogenerated
email in trail) received from FIRMS advising payment of LSF of ₹__ (mention LSF
amount).

2. In this regard, it is brought to your notice that the above-mentioned LSF amount has
been paid. Transaction details are as below:

FIRMS Form Reference No.:

NEFT/RTGS Transaction No.:

Name of A/c holder:

A/c No.:

IFSC:

Branch Name:

Bank Name:

Date of payment:

3. In view of the above, you are requested to take the aforesaid LSF payment on record.

Regards

XYZ

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