This document provides guidance on filing Form FC-GPR (Foreign Currency- Gross Provisional Return) in India. Key points include: - FC-GPR must be filed within 30 days of issuing equity instruments to non-residents to report foreign direct investment. - Entities must register as an Entity User and Business User on the FIRMS portal to file any foreign investment forms. - FC-GPR collects details on the entity, issue, foreign investors, and amount. Supporting documents depend on the nature and mode of payment. - Common reasons for rejection include incorrect or missing documents. Proper preparation and coordination with the Authorized Dealer bank is important.

1. Form FC-GPR:
Procedure for Filing and Practical
Issues Involved
CA Jugal Gala

2. Credits & Acknowledgements
R Subash

3. Legends Used in the Presentation
AD Authorized Dealer
BU Business User
CCPS Compulsorily Convertible Preference Shares
CCD Compulsorily Convertible Debenture
FC-GPR Foreign Currency- Gross Provisional Return
FCNR A/c Foreign Currency Non-Resident Account
FIRMS Foreign Investment Reporting and Management System
FIRC Foreign Inward Remittance Certificate
KYC Know Your Customer
MOA Memorandum of Association
NRE A/c Non-Resident Rupee Account
SMF Single Master Form

4. Presentation Schema
FC-GPR
Single Master
Form
Registration in
FIRMS
Registration as
Entity User in
FIRMS
Registration as
Business User in
FIRMS
Structure of Form
FC-GPR
Entity Details Issue Details
Foreign Investor
Details
Amount of Issue
& Particulars of
Issue
Documents
Required for
Mode of Payment
Documents
Required Subject
to the Nature of
Issue
Final Attachment-
“CS Certificate &
Other
Attachments”
Reasons for
Rejection of Form
FC-GPR
Case Studies
Technical Points
to Note
Late Filing/ Non-
Filing of FC-GPR

5. Foreign Currency- Gross Provisional Return (FC-
GPR)
Meaning
• Form filed by an Indian company issuing equity instruments to a person resident outside India
Obligating Event
• Filed where such issue is reckoned as Foreign Direct Investment.
Time Limit for filing
• Not later than thirty days from the date of issue of equity instruments.
As per Non-Debt Instrument Rules-2019, Foreign Direct Investment means the following
• investment through equity instruments by a person resident outside India in an unlisted Indian company or
• in ten per cent or more of the post issue paid-up equity capital on a fully diluted basis* of a listed Indian
company;
* Fully diluted basis means the total number of shares that would be outstanding if all possible sources of
conversion are exercised

6. Single Master Form and
Registration in FIRMS Portal

7. Single Master Form for Reporting
Form introduced by RBI with the objective of integrating the extant reporting structures of various types
of foreign investment in India.
SMF, which was effectively introduced in July 12, 2018, is a consolidation of 9 forms.
SMF
FC-
GPR
LLP 1 LLP 2 CN Form
DRR
Form
INVI
Form
FCTRS
Form
ESOP
Form
DI Form
For filing Form FC-GPR, or any of the forms mentioned above, an entity is to be registered as Entity User
as well as a Business User with RBI through FIRMS portal.

8. Registration in FIRMS
To file the forms integrated by SMF, an entity has to be registered in FIRMS Portal.
FIRMS is an online reporting platform for reporting of foreign investment in India in SMF.
FIRMS provides a one stop shop, 24*7 online reporting facility for the applicant.
2. Register as Business User (BU):
BU is the applicant reporting the transaction in Single Master form at 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. A BU can be registered in FIRMS for an entity only after Entity Master is
created for that entity by the EU.
1. Register as Entity User:
The Entity User (EU) would be the sole person authorized to add/update the foreign investment details of an
Entity in the Entity Master and would be entirely responsible for the data entered. An entity can have only one EU.
Steps for Registration in FIRMS

9. Step 1: Register as Entity User in FIRMS
For this purpose, a letter authorizing a person (generally a director) as Entity User has to be uploaded, in the
RBI prescribed format.
The Authorized Dealer Bank may reject the application for Entity User if digital signature is used instead of
hand (specimen) signature. It is advised to have hand signature of the person authorizing the Entity User.
The authorization letter cannot be signed by the person nominated by the company. It should be signed by
another person from the company as given in the prescribed format.
A self-attested copy of PAN card of Entity User should be attached along with the authorization letter and
the letter should bear in every page the seal of the company.
After registering as Entity User, the entity’s shareholding pattern and foreign investment shall be updated.

10. Step 2: Register as Business User in FIRMS
The procedure for applying as Business User is the same as that of Entity User. For this purpose as well an
authorization letter from the company authorizing a person to register as business user should be uploaded in the
RBI prescribed format
The self-attested copy of PAN card of the authorized person should also be attached to the letter.
The entity user can also be the business user of the entity or it can even be a different person.
The time limit for approval of Entity User and Business User Application is generally 48 hours each. A mail for
approval or rejection (along with the qualifications) will be sent to the mail id of entity/business user.
Where the application is rejected, it can be resubmitted after rectifying the qualification(s).
Once approved, a one-time password is sent to the registered mail id of the user. The password can to be changed
by the entity.

11. Filing FC-GPR

12. Structure of Form FC-GPR
FC-GPR
Entity Details Issue Details
Foreign
Investor
Details
Amount of
Issue
Particulars of
Issue
Shareholding
Pattern
Auto Populated

13. Entity Details
Details to be entered:
• Whether the investment is through Automatic/ Approval Route (As per Schedule I of FEM (Non-
Debt Instrument) Rules, 2019)
• Applicable Sectoral Cap/ Ceiling (As per Schedule I of FEM (Non-Debt Instrument) Rules, 2019)
• Whether the foreign investment is received for a specific project/ manufacturing unit or
manufacturing plant

14. Issue Details
• The date on which the equity instruments have been allotted to persons
resident outside India (i.e. date of allotment)
Date of Issue
• Preferential Allotment, Private Placement or Arrangement
• Rights Issue
• Bonus Issue
• Merger/Demerger/ Amalgamation
• Subscription to MOA
• Conversion of Convertible Notes
• Issue to FVCI
• Shares issued upon exercise of ESOPs
• Issue of Sweat Equity Shares
• Participating interests/ Rights in Oil Fields
• Others (specify)
Nature of Issue
• Applicable where shares are partly paid and filed as and form is filed as
and when remittance is received.
Initial FC-GPR
Reference
Number

15. 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 again due to the reporting in FC-GPR.
Where the transaction is being reported for the first time in SMF, then “NO” shall be selected, in which
case the shareholding pattern as reported in the Entity Master would increase to reflect the current
shareholding pattern.
Whether the change in the shareholding pattern due to this transaction being reported has
already been accounted in the pre transaction shareholding pattern? YES/ NO
Contd

16. Foreign Investor Details
Number of Investors
General Details of Investors
• Name
• Address
• Country of Residence
• Constitution- Where the investor is a company, Constitution is to be mentioned as “Others” and the type of
company is to be mentioned in the additional field provided after selecting “Others”
Particulars of Issue
• Type of Capital Instrument (Equity/Debt/CCPS/CCD/Warrants etc)
• Number of Instruments
• Face Value, Premium, Issue Price
Mode of Payment
• Name of AD Bank
• Mode of Payment (Inward Remittance/ NRE/FCNR/ Swap of instruments/ Others(to specify)
• Whether the remitter is different from foreign investor- If yes: Name and Country of Remitter and
Relationship between Remitter and Foreign Investor (if no relationship, specify “No relationship”)
Investment Details (Auto-filled as per details entered above)

17. Amount of Issue & Particulars of Issue
These Tabs are Auto- Populated as per details entered in the previous tab.
Where the shares are required to be valued by CA/ Merchant Banker then the valuation certificate needs to be
attached in the field provided.
Once the declaration is given in the portal, the requisite documents (detailed in subsequent slides) are to be
merged and uploaded as a single document.

18. Documents Required

19. Documents Required for Mode of Payment
Mode of Payment Documents Required
Inward remittance from abroad
through Banking Channels
FIRC and KYC of remitter- Obtained from AD Bank in the RBI prescribed format.
Where payments have been made in different dates, then multiple FIRCs shall
be consolidated and attached as single document and the first FIRC number
should be mentioned in the form.
Through NRE/FCNR A/c Debit Statement from Bank
Through Escrow A/c Debit Statement and FIRC
Swap of Instruments Valuation Certificate in the letter head of Valuer.
Issue of Equity against funds
payable to foreign investors
Relevant approvals from RBI/GOI and Other Related Documents
Multiple Mode of Payments The multiple modes are to be specified and the documents required with
respect to each payment as mentioned above have to be attached
In cases where payment for instruments are made by a person other than the investor, the following additional
documents are required:
• KYC of remitter in the RBI prescribed format
• NOC from remitter for making payment on behalf of investor
• Board resolution for allocating the payment received from remitter against consideration payable by investor.
• Letter from investor stating the reasons for another person making payment on behalf of investor.
Documents to be attached in the “Foreign Investor Details” tab under “Mode of Payment”

20. In case amount received is in excess of the consideration payable:
• The applicant has to submit a declaration that excess amount has already been refunded or would be
refunded or utilized for further permissible transactions or has already been utilized in previous
transaction. The same however should form part of “Other attachments”
Contd

21. Documents Required Subject to the Nature of Issue
Nature of Issue Documents Required
Instruments issued in pursuance to scheme
of Merger/ Demerger/ Amalgamation
Relevant Approvals from Competent Authority
Subscription to MOA • Copy of MOA.
• Board Resolution for Allotment
Note: Date of allotment would usually be the date of passing board
resolution for allotment of shares. But, in case of subscription to MOA,
it is generally not a practice to pass board resolution. It is important
that a board resolution is passed when shares are subscribed to MOA
by non-residents for the purpose of filing FC-GPR.
Conversion of Convertible Notes • Identification or Reference number of Form CN filed in SMF
• Where Form CN has not been filed, the fact that is has not been
filed should be declared as part of “Other Attachments”
Shares issued upon exercise of ESOPs • Form ESOP filed in SMF.
• Where Form ESOP has not been filed, the same may be declared as
part of “Other Attachments”
A Company Secretary has to certify that all relevant requirements as per various statutes have been complied with by
the entity. The certificate shall be in the format prescribed by RBI and is required irrespective of the nature of issue.
The format of certificate is provided in the user manual in FIRMS portal.

22. Final Attachment- “CS Certificate & Other
Attachments”
The final attachment should be uploaded in the field provided in the “Particulars of Issue” Tab. All
required documents should be consolidated and uploaded as a single attachment.
S No Order of Documents in Final Attachment
1 Declaration by Business User stating that the foreign investment reported is in accordance with
the regulations issued under FEMA. The same shall be in the RBI prescribed format in the letter
head of entity.
2 A covering letter explaining the nature and type of transaction
3 Documents required subject to nature of issue (as mentioned in previous slide)
4 Declaration of manner of utilization of excess funds received
5 CS Certificate (in letter head of CS)
6 Copy of FC-GPR initially filed- in case of subsequent call of partly paid up shares

23. Reasons for Rejection of Form FC-GPR
FIRC and KYC not in the RBI prescribed format (or) Name of remitter in FIRC and KYC are
different (or) Serial number of FIRC mentioned in form is incorrect
Constitution of entity wrongly mentioned.
Date of issue of instruments as per CS certificate is not matching with the date of issue
mentioned in the form or in board resolution
Date of Remittance in FC-GPR not matching with the date mentioned in FIRC.
Common Reasons for Rejection
When a form has been rejected, a new form has to be filed again with the required documents.
All FC-GPRs are approved by the AD Bank. AD banks exercise absolute discretion when it comes to
processing FC-GPRs
Since the documents that may be required are case specific, any documents that may not be
mandatory could still be asked by the AD Bank, and could be the reason for rejection.
It is imperative to maintain proper correspondence with AD Bank to know the documents that
would be required for reporting a particular transaction. A thorough reading of the user manual
provided in the FIRMS portal would help in filing the form properly.

24. Case Study-1
ABC Pvt. Ltd announces rights issue to its existing shareholders. Mr. A, who is an existing shareholder
renounces his rights in favour of Mr. B a foreigner residing in USA. Now this transaction becomes an
FDI and thus filing of Form FC-GPR would be mandatory
While reporting this transaction in FC-GPR, the following documents would be required:
• Board Resolution of Indian Company for announcing rights issue
• Offer letter for rights issue,
• Renunciation letter from existing shareholder (and) Acceptance letter from new shareholder in
whose name the shares are renounced.
• If existing shareholder (Mr. A) is also foreign investor, then RBI acknowledgement of Initial FC-GPR.
• All other documents that are specifically asked for in the form.
In case of renunciation, nature of issue is to be selected as “Others” and specified as “Issue under
Section 62(1)(a)(iii) of Companies Act 2013” (Further Issue of Share Capital).

25. Case Study-2
Shares of Indian company were issued to non-residents Mr. A and Mr. B by way of subscription to MOA on December
30, 2019. There is no relationship between A and B.
Bank Account of the Indian Company was opened only in month of May, 2020.
Payment for shares (share capital money) was received on May 20, 2020. Mr. B has also paid the consideration
payable by Mr. A
Board Resolution for allotment of shares was passed on June 20, 2020.
FC-GPR filed on July 15, 2020.
As per correspondence with AD Bank, the following documents were submitted while filing FC-GPR:
• Documents for “Mode of Payment”
• FIRC and KYC of Mr. B (in RBI prescribed format)
• Letter from Mr. A stating the reasons for remittance being made by Mr. B
• NOC from Mr. B (Nature of relationship between Mr. A and Mr. B was mentioned as business relationship)
• KYC of Mr. A (General KYC- passport and E-Bill)
• Documents forming part of “Other Attachments”
• Declaration (in RBI prescribed format)
• Board Resolution for Allotment of Shares
• Copy of MOA of Investee

26. FC-GPR was rejected due to the following reasons
• Date of allotment in Board Resolution not matching with date in CS Certificate.
• KYC of investor Mr. A- asked in RBI prescribed format.
• Actual relationship between Investor and Remitter.
The revised FC-GPR was filed after rectifying the qualifications as follows:
• A fresh CS certificate was obtained with the date of allotment matching with the date of Board
Resolution (earlier, the date of allotment considered by CS was 30.12.2019 as it was subscription
to MOA)
• KYC of investor was obtained from AD Bank in the RBI prescribed format (even though the money
was not received from Mr. A, still KYC was asked and provided)
• The relationship between Mr. A and Mr. B was mentioned simply as “No relationship other than
both parties being subscribers to MOA” instead of erstwhile “Business Relationship”
Contd

27. Technical Points to Note
Since the online session expires every 10-15 minutes, it is important to save the form as draft every few
minutes. The form can even be submitted later if it is saved as draft. The reference number of draft shall
be noted.
The reset button is not to be clicked unless the entire form needs to be reset.
It is suggested to fill the tabs in the same order as given in the form.
Submitted forms can be viewed subsequently using the reference number of form or by entering the
date of filing. However they cannot be changed after submission.
The file size of attachments cannot exceed 1 MB. At the same time while compressing the files in order
to reduce size, the content of attachments should still be readable by the AD Bank. If not this could
easily be a cause for rejection.

28. Late Filing/ Non-Filing of FC-GPR
When there is delay in submission of FC-GPR, the form is sent to RBI for approval. The entity has to
mention the reasons for delay in a separate letter forming part of “Other Attachments”
Late Submission Fees (LSF) is payable in case of late filing. For this purpose, a DD is to be taken in
favour of regional office of RBI for payment of LSF.
Non-filing of FC-GPR would be treated as an offence by RBI and met with penalty during adjudication.
Amount of LSF/Penalty: As per provisions of section 13 of FEMA the amount imposed can be up to
three times the amount involved in the contravention. However, the actual amount imposed may
sometimes vary, depending on the circumstances of the case.
Once the form is approved, an acknowledgement letter is received from RBI confirming the approval.

29. Thank You!
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