RESERVE BANK OF INDIA

Mumbai - 400 001

RBI/2017-18/194
A.P (DIR Series) Circular No.30 June 07, 2018
To

All Category – I Authorised Dealer Banks

Madam/Sir

Foreign Investment in India -Reporting in Single Master Form

As announced in the First Bi-monthly Monetary Policy Review dated April 5, 2018, Reserve
Bank, with the objective of integrating the extant reporting structures of various types of foreign
investment in India, will introduce a Single Master Form (SMF). The SMF would be filed online.

2. SMF would provide a facility for reporting total foreign investment in an Indian entity {as
defined in Foreign Exchange Management (Transfer or issue of security by a person resident
outside India) Regulations 2017, dated November 7, 2017}, as also investment by persons
resident outside India in an Investment Vehicle.

3. Prior to the implementation of the SMF, Reserve Bank would provide an interface to the
Indian entities, to input the data on total foreign investment in a specified format. The interface
will be available on RBI website https://firms.rbi.org.in from June 28, 2018 to July 12, 2018.
Indian entities not complying with this pre-requisite will not be able to receive foreign investment
(including indirect foreign investment) and will be non-compliant with Foreign Exchange
Management Act, 1999 and regulations made thereunder.

4. The entities may be in readiness with the requirements to be provided in the Entity Master at
Annex 1. The format of the SMF is at Annex 2. The final form, when hosted, will be available in
the Master Direction-Reporting under FEMA, 1999.

5. AD Category-I banks may bring the contents of this circular to the notice of their customers /
constituents concerned.
6. The directions contained in this circular have been issued under sections 10(4) and 11(1) of
the Foreign Exchange Management Act (FEMA), 1999 (42 of 1999) and are without prejudice to
permissions / approvals, if any, required under any other law.

Yours faithfully,

(Shekhar Bhatnagar)
Chief General Manager in Charge
 Master form

1.Entity Master – Company/Limited Liability Partnership/Startup

(To be filled up by the company /LLP/start-ups which have foreign investment in them, within the
time period and manner as stipulated by RBI )

1.1 Whether

Company Limited Liability Partnership Start-up

Corporate Identity Number (CIN) /LLP

Identification number (LLPIN)

(21 digits)

Name of the company/LLP

(as appearing in the certificate of

incorporation )

Date of incorporation

Permanent Account Number (PAN)

Registration number, if any, as allotted by

RBI ( in case of FDI received by the
company/LLP earlier)

Whether the company/LLP is under Yes

investigation by Directorate of
Enforcement/CBI or any other investigative No
agency for violation of FEMA, 1999
 Particulars (In Block Letters)

Address of the Registered Office

Pincode:

State:

District:

City:

Telephone/ Mobile No:

Fax:

E-mail:

Listed/Unlisted

1.2 Business Activity Details

Main Business Activity *

NIC Code ( as per 2008 format)

Description :

(as defined in the National

Identification Code(NIC) 2008)

Brownfield /Greenfield

(* In case the company is engaged in more than one activity, the applicant may mention the
main business activity of the company, ensuring that all its activities are in compliance with
extant regulations)
1.3 Foreign Portfolio Investment as on __________(date)

Investor type No of shares (on a Percentage Holding

fully diluted basis)
FPI
NRI
Others
Total

1.4 Foreign investment in company/ LLP

Paid up capital (on a fully diluted basis) of the company /total capital contribution in an LLP
__________________ and face value of the shares _____________as on
_____________________ (date)

Particulars Number Percentage

Number of equity shares (on
fully diluted basis) other than
Foreign Portfolio investment

Or

Capital contribution/profit
shares (if LLP)

(A)

Foreign Portfolio Investment

(B)

Indirect foreign investment

(C)

Total (C=A+B+C)

Note : Fully diluted basis means the total number of shares that would be outstanding if all
possible sources of conversion are exercised
 Common details

1.Reporting for

• Form FC-GPR - issue of capital instruments by an Indian company to a person

resident outside India
• Form FC-TRS - transfer of capital instruments between a person resident outside India
and a person resident in India
• Form LLP-I - FDI in LLP through capital contribution and profit shares
• Form LLP-II - Disinvestment/ transfer of capital contribution and profit shares in LLP
• Form ESOP - issue of ESOPs / sweat equity shares/ shares against exercise of ESOP
by an Indian company to an employee resident outside India.
• Form CN - issue or transfer of convertible notes
• Form DRR - issue/transfer of Depository Receipts
• Dorm DI – Reporting of downstream investment (indirect foreign investment) in a
company or LLP
• Form InVi- Reporting of investment by a person resident outside India in an Investment
vehicle

1.1

Corporate Identity Number (CIN) /LLP

Identification number (LLPIN)

(21 digits)

Company name /LLP name :

______________________________________________________

Permanent Account Number (PAN)

2. Details of Foreign investment -Entry route and Applicable sectoral cap

2.1 Entry Route A. Automatic Route

B. Government Route (attach copy of
Government approval)

2.2 Applicable Sectoral cap /Statutory

ceiling

2.3 Whether the foreign investment is YES

received in the company/LLP and
not for a specific project NO

Project location

Pin Code

State

District
 Form FC-GPR

Whether the reporting is : New

: Subsequent

Identification number/reference number :_______________

1 Issue details:

1.1 Date of Issue :

1.2 Nature of Issue

Preferential allotment /
private placement/ Private Arrangement
Rights
Bonus
Merger / demerger / Amalgamation ……………….(Attachment)
Subscription to Memorandum of Association (MoA)
Conversion of Convertible notes
Capital Instruments issued under Schedule 7 of FEMA 20(R)
Shares issued upon exercise of ESOPs
Issue of sweat equity shares
Issue of participating interest /rights in oil fields
Others (please specify)

1.3 Amount of issue

Total amount of Inflow : Rs _______________

Total amount for which capital instruments have been issued : Rs _______________

Refund, if any Rs _______________ Date of Refund __________

Does the amount refunded includes any interest payment : YES or NO

Attachments : RBI approval

1.4 Particulars of Issue

Type of Capital Number Maturity Face Premi Issue Price Amount

Instrument value um per of
instrument consider
ation*
• Equity shares
• Compulsorily
Convertible
Debentures
• Compulsorily
Convertible
Preference
shares
• Warrants
• Partly paid- up
shares
• Shares issued
against
Convertible
notes
• Shares issued
upon exercise
of options
• Sweat equity
shares
• participating
interest /rights
in oil fields
• Others (please
specify)

1.4.2 For partly paid up shares/ share warrants

Total amount of consideration : ____________

Amount received in the first tranche : ______

Amount received in the _nth _ tranche : ________ Date of receipt _________

Remarks

1.5. Pricing

1.5.1 Fair value of the shares (in Rs)__________________________

(Attach valuation certificate)

1.5.2 Pre- determined Conversion formula for CCPS/CCDS/share warrants

Conversion Ratio : _________________Period of conversion : ________________

1.5.3 Whether the issue is pricing compliant : YES/NO

If no, please provide the necessary approvals from the competent authority for the issue
(Attach approval letter)

2. Details of foreign investors:

2.1 Number of investors : ________________

2.1.1 Details of the foreign investor:

2.1.1.1 General Details

Name
Address
Country
Constitution / Nature of the investing Entity
[Specify whether
i. Individual
ii. Company (Please specify if erstwhile OCB)
iii. FPI
iv. NRI
v. FVCI
vi. Others (please specify)]

Percentage of shareholding (on a fully diluted basis) prior to this transaction

2.1.12 Remittance Details

 Name and Address of AD bank through whom the inflow is
received.

Mode of payment :

(i)Remittance through banking channel:

(ii) NRE/FCNR
(iii)Escrow A/c
(iv)Swap of capital instruments
(v) issue of equity shares against funds payable to its foreign
investor (Attachment : relevant RBI approvals under FEMA,
1999)
Description :
(vi)Others (please specify)
Date of Remittance
Amount in foreign currency
Amount in Rupees
(In case the mode of payment is through swap of shares,
equivalent amount of shares may be entered as amount of
inflow)
Attachments:

FIRC/Debit statement KYC

2.1.1.3 Particulars of issue

Type of Capital Number Maturity Face Premium Issue Amount of

Instrument value Price per consideration
instrume
nt
• Equity shares
• Compulsorily
Convertible
Debentures
• Compulsorily
Convertible
Preference
shares
• Warrants
• Partly paid- up
shares
• Shares issued
against
Convertible notes
• Shares issued
upon exercise of
options
• Sweat equity
shares
 • participating
interest /rights in
oil fields
• Others (please
specify)

2.1.1.3.1 For partly paid up shares/ share warrants

Total amount of consideration : ____________

Amount received in the first tranche : ______

Amount received in the _nth _ tranche : ________ Date of receipt _________

Remarks
 Form FC-TRS

Whether the FC-TRS reporting is :

1. New
2. Subsequent

Identification number /reference number :

Transfer by way of : Sale

: Gift

1.1 Date of Remittance :

1.2 Date of Transfer :

1.3 Nature of Transfer

Offer for sale in an IPO

Preferential allotment /
private placement / Private arrangement
Swap of capital instruments
Sell on stock exchange
Purchase on stock exchange
Participating interests/rights in oil fields
Buy-out Merger / Demerger / Amalgamation
Buy back
Others (please specify)

1.4 Transfer type :

Outflow : Transfer of capital instruments from a person resident outside India to a

person resident in India (Please provide the acknowledgement letter for the initial
investment)

Inflow : Transfer of capital instruments from a person resident in India to a person

resident outside India
1.5 Details of the buyer:

Name

Address

Country

Status (whether person resident outside

India or person resident in India)

Constitution / Nature of the investing

Entity
[Specify whether
1. Individual
2. Company
3. FPI
4. NRI
5. FVCI
6. Others (please specify)]

1.6 Details of the Seller :

Name

Address

Country

Status (whether person resident outside

India or person resident in India)

Constitution / Nature of the investing

Entity
[Specify whether
1. Individual
2. Company
3. FPI
4. NRI
5. Erstwhile OCB
6. FVCI
7. Others (please specify)]
1.7 Mode of payment- Particulars of Remittance

Name and Address of AD bank :

Total amount of consideration (In rupees):

Whether

(i) Payment on full consideration :

(ii) Payment on deferred basis

Total amount in the first tranche:

Amount in the __ tranche and date of receipt :

Total amount :

(iii) Escrow arrangement :

Total amount for which escrow arrangement been made :

For subsequent inflow/outflow

Amount:

Date

(iv) Indemnity arrangement

Total amount for which indemnity arrangement been made:

Inflow/Outflow in case indemnity is invoked

Amount:

Date :

Please attach relevant extracts of the transfer agreement)

Mode of Payment

(i) Remittance through banking channel:

(ii) Debit to NRE/FCNR/Escrow A/c
(iii) Swap of capital instruments
(iv) Others (please specify)

(In case the mode of payment is through swap of shares, equivalent amount of shares
may be entered as amount of inflow)
 Attachments:
FIRC /Debit statement KYC

1.8 Particulars of Transfer

Particulars of issue
Type of Capital Number Maturity Face Premium Transfer Total amount of
Instrument value Price per consideration(=Num
instrument ber *transfer price
per instrument)
• Equity shares
• Compulsorily
Convertible
Debentures
• Compulsorily
Convertible
Preference
shares
• Warrants
• Partly paid-
up shares
• Shares
transferred as
gift
• participating
interest /rights
in oil fields
• Others
(please
specify)

1.9 Pricing

1.9.1 Fair value of the capital instrument at the time of transfer (in Rs)____________

1.9.2 Whether the transfer is pricing compliant: YES/NO

If no, please provide the necessary approvals from the competent authority for the issue
(Attach approval letter)
 Form LLP-I (Receipt of capital contribution)

1. Details of foreign investor making capital contribution :

1.1 General Details

Name
Address
Country
Constitution / Nature of the investing
Entity
[Specify whether
i. Individual
ii. LLP
iii. Company (Please specify
if erstwhile OCB)
iv. FPI
v. NRI
vi. FVCI
vii. Others (please specify)]

1.2 Remittance Details

Name and Address of AD bank

Mode of payment :

(i) Remittance through banking channel

(ii) NRE/FCNR account

Date of Remittance :
Amount remitted(in foreign currency):
Amount remitted (in Rupees):
Attachments:

FIRC/Debit statement KYC

 Form LLP-II (Transfer of capital contribution/profit shares)

1.Transfer details:

1.1 Date of receipt of remittance:

1.2 Date of transfer

1.3 Transfer type :

Transfer of capital contibution/profit shares from a person resident outside India to a

person resident in India (Please provide the acknowledgement letter for the initial
investment)

Amount of outflow: Rs ________________

Transfer of capital contribution/profit shares instruments from a person resident in India to

a person resident outside India
Amount of inflow : Rs _________________

1.4 Details of the buyer:

Name
Address
Country
Status (whether person resident outside India or
person resident in India)
Constitution / Nature of the investing Entity
[Specify whether
• Individual
• Company
• LLP
• FPI
• NRI
• FVCI
• Others (please specify)]

1.5 Details of the Seller :

Name
Address
Country
Status (whether person resident outside India
or person resident in India)
Constitution / Nature of the investing Entity
[Specify whether
• Individual
• Company
• LLP
 • FPI
• NRI
• FVCI
• Others (please specify)]

1.6 Transfer details

Date of the Percentage Value in Rs. Negotiated Amount of

transaction of capital (fair price) Price consideration in
contribution/ Rs.
profit

1.7Mode of Payment

Name and Address of AD bank

Mode of payment :

(i) Remittance through banking channel

(ii) NRE/FCNR account

Date of Remittance :
Amount remitted(in foreign currency)
Amount remitted (in Rupees)
Attachments:

FIRC/Debit statement KYC

 Form ESOP

Scheme under which ESOPS are issued __________________________

(Attach relevant extracts of the scheme)

Particulars of issue
Date of issue Number of Maturity Pre-determined
ESOPs issued Date issue price
 Form CN

Whether : New
: Subsequent

Identification number/ reference number

Transaction type :
1. Issue of convertible notes
1.1 New
1.2 Repayment
1.3 Conversion of Convertible Notes
2. Transfer of convertible notes

1. Issue of Convertible Notes

1.1 Date of issue of convertible notes : ________

1.2 Total amount of inflow : _________________

1.3 Number of foreign investors : ________

Details of foreign investors :

1.3.1 General Details

Name
Address
Country
Constitution / Nature of the investing Entity
[Specify whether
i. Individual
ii. LLP
iii. Company (Please specify if
erstwhile OCB)
iv. FPI
v. NRI
vi. FVCI
vii. Others (please specify)]
1.3.2 Remittance Details

Name and Address of AD bank through whom

the inflow is received.

Mode of payment :

(i) Remittance through banking channel:

(ii) NRE/FCNR/Escrow A/c
(iii) Others (please specify)

Date of Remittance :
Amount remitted (in foreign currency)
Amount remitted (in Rupees)

Attachments:

FIRC/Debit statement KYC

1.3.2 Repayment details :

Whether the amount is being repaid to the same the foreign investor who initially
acquired from the company : YES or NO

Details of Foreign investor

Name
Address
Country
Constitution / Nature of the investing Entity
[Specify whether
i. Individual
ii. LLP
iii. Company (Please specify if erstwhile
OCB)
iv. FPI
v. NRI
vi. FVCI
vii. Others (please specify)]
 1.3.2.1 Date of repayment : _______________

1.3.2.2 Amount repaid (in rupees) : _______________

1.3.3Conversion of Convertible notes

1.3.3.1 Date of conversion : _____________

1.3.3.2 Amount converted (in rupees) : _______________

2 Transfer of convertible notes

2.1. Date of transfer :

2.2. Transfer Type :

Transfer of from a person resident outside India to a person resident in India (Please
provide the acknowledgement letter for the initial investment)

Amount of outflow : Rs ________________

Transfer from a person resident in India to a person resident outside India

Amount of inflow : Rs _________________

2.3 Details of the buyer:

Name
Address
Country
Status (whether person resident outside India or
person resident in India)
Constitution / Nature of the investing Entity
[Specify whether
7. Individual
8. Company
9. FPI
10. NRI
11. FVCI
12. Others (please specify)]

2.4 Details of the Seller :

Name
Address
Country
 Status (whether person resident outside
India or person resident in India)
Constitution / Nature of the investing
Entity
[Specify whether
8. Individual
9. Company
10. FPI
11. NRI
12. Erstwhile OCB
13. FVCI
14. Others (please specify)]

2.5 Mode of payment

Name and Address of AD bank facilitating transfer

Mode of payment :

(i) Remittance through banking channel:

(ii) NRE/FCNR/Escrow A/c
(iii) Others (please specify)

Date of Remittance :
Amount remitted (in foreign currency)
Amount remitted (in Rupees)

Attachments:

FIRC/Debit statement KYC

 Form DRR

Whether : New
: Subsequent

1. Name and address of the Domestic Custodian:

2. Name and address of the Global Custodian

3. Issue Details

3.1 Date of issue :

3.2 Country:

3.3 Particulars:

3.3.1 No of DRs issued

3.3.2 Underlying securities : equity shares/CCDs/CCPs/share warrants/ debt /units
3.3.3 Conversion Ratio
3.3.4 Amount raised:
3.3.5 Issue expenses, if any
3.3.6 Amount repatriated in India :
3.3.7 Amount kept abroad

4.Whether : Sponsored/Unsponsored

4.1 Sponsor details ;

4.2Name and address

5.Whether the DR is listed/traded on an International Exchange or trading platform: YES/ NO

5.1 Name of Stock Exchange

5.2 Date of commencement of trading
 Form DI

(For reporting of indirect foreign investment –investment by an FOCC in the Indian

company/LLP directly or through investment on stock exchanges or Downstream
investment by an Investment Vehicle in which neither the Sponsor nor the Manager nor
the Investment Manager is Indian ‘owned and controlled’ directly or through investment
on stock exchanges

To be reported within 30 days of the date of allotment of shares/ CCDs/CCPS/warrants

/partly paid up shares)

Investment Details :

• Investor type : Company/LLP /Investment Vehicle

• Name and Address :
• Date of investment :
• Amount (in Rupees) :
• Type of instruments : shares/CCDs/CCPs/warrants /partly paid up shares
• No of shares on fully diluted basis :

:
 Form InVi

Details of foreign investment in Investment Vehicle

(To be reported by the Investment Vehicle receiving investment by a person resident outside
India within 30 days of the date of issue of units)

1. Name of the investment vehicle:

2. Type of investment vehicle : (Real Estate Investment trusts
Infrastructure Investment trusts
Alternate Investment Funds –Cat-I
Alternate Investment Funds –Cat-II
Alternate Investment Funds –Cat-III
Others)
Please specify :
3. Investor name :
4. Investor country
5. Investor type : Individual
Company
FPI
NRI
FVCI
Others)
Please specify :

6. Date of receipt of remittance :

7. Amount of remittance :
8. Date of issue of units :
9. Number of units allotted :
(Common for all reportings)

Pre and Post transaction –Shareholding pattern

Foreign investment in company/ LLP

Particulars Pre- Transfer Post-Transfer

Number of equity shares
(on fully diluted basis)

Other than Foreign

Portfolio Investment

Or

Capital contribution/profit
shares

(A)

Foreign Portfolio
Investment (B)

Indirect foreign
investment- Number of
equity shares (on fully
diluted basis)

(C)

Total (C=A+B+C)

Percentage
DECLARATION TO BE FILED BY THE AUTHORISED REPRESENTATIVE OF THE INDIAN
COMPANY/LLP:

We hereby declare that:

1. We comply with the procedure for issue of capital instruments/receipt of capital contribution
as laid down under Foreign Exchange Management (Transfer or issue of security by person
resident outside India) Regulations, 2017 notified vide Notification No. FEMA 20(R)/2017-RB
dated November 07, 2017, as amended from time to time.

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

3. The capital 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. (Check box)

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

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

(i) A certificate from our Company Secretary as in the specified format at Annex

(ii) A certificate from SEBI registered Merchant Banker / Chartered Accountant indicating the
manner of arriving at the price of the shares issued to the persons resident outside India (if
applicable)

Or

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/Secretary of the Company/LLP)

Annex

CERTIFICATE TO BE FILED BY THE COMPANY SECRETARY/PRACTICING COMPANY

SECRETARY OF THE INDIAN COMPANY OR 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 of the Companies Act, 2013 /Limited Liability Act, 2008 have been
complied with;
(ii) terms and conditions of the Government approval, if any, have been complied with;
(iii) the company/LLP is eligible to issue capital instruments/receive capital instruments
under Foreign Exchange Management (Transfer or issue of security by a person
resident outside India) Regulations, 2017 notified vide Notification No. FEMA
20(R)/2017-RB dated November 07, 2017, as amended from time to time.
(iv) The company/LLP has all certificates issued by authorized dealers in India evidencing
receipt of amount of consideration in accordance with Foreign Exchange Management
(Transfer or issue of security by a person resident outside India) Regulations, 2017
notified vide Notification No. FEMA 20(R)/2017-RB dated November 07, 2017, as
amended from time to time
(v) The Investment Agreement/ Shareholder Agreement between the investor and the
investee company is in compliance with the provisions of Foreign Exchange
Management (Transfer or issue of security by a person resident outside India)
Regulations, 2017 notified vide Notification No. FEMA 20(R)/2017-RB dated November
07, 2017, as amended from time to time

(Name & Signature of the Company Secretary/practicing Company secretary)

Or

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

(Seal)
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 capital instruments of a company or capital contribution
/profit shares in an LLP as per Foreign Exchange Management (Transfer or issue
of security by a person resident outside India) Regulations, 2000 notified vide
Notification No. FEMA 20/2000-RB dated 3rd May 2000, as amended from time to
time on repatriation/non repatriation basis.

iii. I/ We, am/are eligible to acquire the capital instruments in a company or capital
contribution/profit shares in an LLP in terms of regulations, ibid.

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

Signature of the Declarant or his duly authorised agent

Date: