Master Direction – Reporting under Foreign Exchange Management Act, 1999
Dated 1st January, 2016 | Copy of | Notification FED Master Direction No.18/2015-16 |
Part I: Remittance Facilities
1) Money Changing Activity
Authorised Money Changers (AMCs) are entities, authorised by the Reserve Bank under Section 10 of the Foreign Exchange Management Act, 1999. An AMC is a Full Fledged Money Changer (FFMC). In addition to Authorised Dealer Category -I Banks (AD Category–I Banks) and Authorised Dealers Category - II (ADs Category–II), Full Fledged Money Changers (FFMCs) are also authorised by the Reserve Bank to deal in foreign exchange for specified purposes in order to widen the access of foreign exchange facilities to residents and tourists and ensuring efficient customer service through competition. FFMCs are authorised (a) to purchase foreign exchange from non-residents visiting India and residents; and (b) to sell foreign exchange for certain approved purposes. AD Category –I Banks / ADs Category – II / FFMCs may appoint franchisees to undertake purchase of foreign currency.
Prescribed Forms/ Returns:
(a) Application Form for FFMC licence under section 10(1) of FEMA, 1999 (Annex I)
(b) The Reserve Bank permits AD Category – I Banks, ADs Category - II and FFMCs to enter into [franchisee (also referred as agency)] agreements at their option for the purpose of carrying on Restricted Money Changing (RMC) business i.e. conversion of foreign currency notes, coins or travellers' cheques into Indian Rupees. They are required to obtain information from the franchisee in Form RMC-F (Annex II), scrutinise the same and keep it on record.
(c) Registers in respect of the money-changing transactions to be maintained by AMCs:
(i) Daily Summary and Balance Book (Foreign currency notes / coins) in form FLM 1 (Annex-III).
(ii) Daily Summary and Balance Book (Travelers’ cheques) in form FLM 2 (Annex- IV).
(iii) Register of purchases of foreign currencies from the public in form FLM 3 (Annex-V).
(iv) Register of purchases of foreign currency notes / coins from authorized dealers and authorized money changers in form FLM 4 (Annex-VI).
(v) Register of sales of foreign currency notes / coins and foreign currency travelers’ cheques to the public in form FLM 5 (Annex-VII).
(vi) Register of sales of foreign currency notes / coins to authorized dealers / Full Fledged Money Changers / overseas banks in form FLM 6 (Annex-VIII). (vii) Register of travelers’ cheques surrendered to authorized dealers / authorized money changers / exported in form FLM 7 (Annex-IX). (viii) FLM 8 (Annex-X). (ix) Monthly Statement of Purchase transactions of USD 10,000 and above (Annex XI) (x) Quarterly Statement showing summation of Foreign Currency Account opened in India out of export proceeds of Foreign Currency Notes/ encashed Travelers’ Cheques (Annex XII) (xi) Annual Statement of the amount of foreign currency written off during afinancial year (Annex XIII) (xii) Profoma giving Information about New Directors/ Change of Directors of the FFMC / non-bank AD Category – II (Annex XIV)
Part I: Annex-I
Application Form for FFMC licence under section 10(1) of FEMA, 1999
We undertake that in the conduct of money changing business, we shall at all times abide by the rules/ regulations/ orders/ directions/ notifications which Reserve Bank may from time to time issue in this behalf.
Place: Date:
Signature of the applicant with seal
Enclosures:
1. Bankers' confidential Report
2. Attested copies of audited accounts for the past 3 years.
Note: Single branch FFMCs shall have Net Owned Funds not less than Rs.25 lakh while FFMCs intending to operate through more than one branch will have to maintain Net Owned Funds not less than Rs.50 lakh.
Part I: Annex-II Form
RMC-F
We declare that while selecting the franchisees adequate due diligence has been carried out and that such entities have undertaken to comply with all the provisions of the franchising agreement/prevailing RBI regulations regarding money changing.
Place:- Date: -
Name: __________________________
Designation: _____________________
Part I: Annex-III
FLM 1 Daily Summary and Balance Book (Foreign Currency notes/coins)
Date: _________________
N.B: In cases where forged notes etc. are detected, the closing balance may be adjusted with remarks indicating the amount and the reasons for writing off.
Date:
Name: __________________________
Designation: _____________________
Pre-paid cards sold No. Amount. Date: Name: __________________________ Designation: ______________________ _______________________________________________________________ Note: - Stock register of blank travelers’ cheques/ smart cards in various denominations obtained from authorized dealers/ TC issuers/ other agencies for sale to travelers under Basic Travel Quota or for business visit should be maintained and balanced on a daily basis.
Part I: Annex-V
FLM 3
Register of purchases of foreign currencies from the public
NOTES:(1) If the money-changer is dealing in a large number of currencies, two or more registers currency- wise or otherwise may be maintained, as convenient. (2) If traveller cheques are purchased, the prefix, "TC" may be indicated in the amount column. (3) If more than one currency is purchased from the same tenderer, separate entries may be made.
Date:
Name: __________________________
Designation: ____________________
Part I: Annex-VI
FLM 4
Register of purchases of foreign currency notes/ coins from Authorised dealers and authorised money-changers
Date:
Name: _______________________________ Designation: __________________________
Part I: Annex-VII
FLM 5
Register of sales of foreign currencies to the public
NOTES:(1) If the money-changer is dealing in a large number of currencies, two or more registers currency-wise or otherwise may be maintained, as convenient.
(2) If more than one currency is sold, separate entries may be made (3) The columns 6 and 9 to be filled in case of release of exchange for business purpose
Date:
Name: _________________________
Designation: __________________
Part I: Annex-VIII
FLM 6
Register of sales of foreign currency notes/coins to authorised dealers/ full fledged money changers/overseas banks
Note: - Necessary entries in the register should be made before the funds are taken out of the premises, not after delivery of funds.
Date:
Name: _______________________________
Designation: ______________________
Part I: Annex-IX
FLM 7
Register of travellers cheques surrendered to authorised dealers/authorised money changers/exported
Date:
Name: __________________________ Designation: ______________________
Part I: Annex- X
FLM 8
(For FFMCs)
Summary statement of purchases and sales of foreign currency notes during the month of __________20
Name and address RBI Licence No.________ of money changer
We hereby certify that the statement is a true and correct account of all transactions undertaken during the month in accordance with the Foreign Exchange Regulations.
Place:
(Signature of Authorized Official)
Date :
Stamp
Name:________________________ Designation ____________________
FLM 8 (For ADs Category-II)
Summary statement of purchases and sales of foreign currency notes during the month of __________
Name and address RBI Licence No.________ of the Authorised Dealer Category-II____________________
We hereby certify that the statement is a true and correct account of all transactions undertaken during the month in accordance with the Foreign Exchange Regulations.
Place:
(Signature of Authorised Official)
Date:
Stamp
Name: __________________________ Designation: _____________________
Part I: Annex- XI
Statement of Purchase transactions of USD 10,000 and above for the month of
Signature of Authorized Official with Seal
Part I: Annex- XII
Statement showing summation of Foreign Currency Account opened in India out of export proceeds of Foreign Currency Notes/ encashed Travelers’ Cheques for the quarter ended ___________
(Value in USD)
Part I: Annex- XIII
Statement of the amount of foreign currency written off during the financial year ended ______________
Name of the FFMC/ AD Category-II:
A. Total amount written-off (in equivalent USD) :-
B. Details of the amount written-off :-
* Please indicate whether on account of being found to be fake or forged/ theft/ lost in transit, etc.
Signature of Authorized Official with Seal
Part I: Annex XIV
Proforma Information about New Directors / Change of Directors of the FFMC / non-bank AD Category – II 1. Name : 2. Designation : 3. Nationality : 4. Age : 5. Business Address : 6. Residential Address : 7. Educational / professional qualifications : 8. Line of business or vocation : 9. Name/s of other companies in which the person has held the post of Chairman / Managing Director / Director / Chief Executive Officer : 10. (i) Whether associated as promoter, Managing Director, Chairman or Director with any other FFMC / AD Category - II? : (ii) If yes, the name/s of the company/ies : 11. (i) Whether prosecuted/convicted for any economic offence either in the individual capacity or as a partner / director of any firm / company : (ii) If yes, particulars thereof : 12. Experience in money changing business (number of years) : 13. Equity shareholding in the company : No. of shares: Face value: Percentage to total equity share capital of the company: Signature : Name : Date : Designation: Place : (Chief Executive Officer) Company : 2) Money Transfer Service Scheme (MTSS) Money Transfer Service Scheme (MTSS) is a quick and easy way of transferring personal remittances from abroad to beneficiaries in India. Only inward personal remittances into India such as remittances towards family maintenance and remittances favouring foreign tourists visiting India are permissible. No outward remittance from India is permissible under MTSS. The system envisages a tie-up between reputed money transfer companies abroad known as Overseas Principals and agents in India known as Indian Agents who would disburse funds to beneficiaries in India at ongoing exchange rates. The Indian Agent is not allowed to remit any amount to the Overseas Principal. Under MTSS the remitters and the beneficiaries are individuals only. The reporting requirements are given below: (a) List of Sub Agents, Overseas Principal-Indian Agent wise (Annex XV): Indian Agents should forward a full updated list (names and addresses and their location) of their Sub Agents by e-mail, in excel format, in soft form, to the concerned FED Regional Office, whenever they appoint/ remove any Sub Agent. Indian Agents should visit the RBI website and verify the list of Sub Agents on regular intervals and any aberration to the list observed may immediately be brought to the notice of the concerned FED ROs. Further, Indian Agents should confirm the veracity, on quarterly basis, of the list placed on RBI website to their respective FED ROs, either in form of a letter or by email, within 15 days from the end of a quarter. (b) List of additional locations: To be furnished by the Indian Agents to the ROs concerned of the FED of the Reserve Bank, under whose jurisdiction their registered offices fall, on quarterly basis, within 15 days from the close of the quarter to which it relates. (c) Quarterly statement of the quantum of remittances received (Annex XVI): To be furnished by the Indian Agents to the Regional Offices (ROs) concerned of the Foreign Exchange Department (FED) of the Reserve Bank, under whose jurisdiction their registered offices fall within 15 days from the close of the quarter to which it relates.
(d) Half-yearly statement of the collateral held as at the end of June and December every year (Annex-XVII): To be furnished by the Indian Agents to the ROs concerned of the FED of the Reserve Bank, under whose jurisdiction their registered offices fall, within 15 days from the close of the half-year to which it relates.
All The Authorised persons who are Indian agents under MTSS are required to make all their correspondence with Reserve Bank including submission of prescribed statements to the Regional Office of the Foreign Exchange Department of the Reserve Bank, under whose jurisdiction their registered offices function
Part I: Annex XV
Format for Sub Agents of Indian Agents of MTSS
Part I: Annex XVa
List of Certified copies of Documents to be submitted
1. Certificate of Incorporation
2. Memorandum (up-to-date) and Articles of Association
3. Board resolution for conducting money transfer activities, submission of application and its contents including authorization of an official to make the application.
4. Details of associates, group companies, etc.
5. PAN Card/s of the Director/s.
6. Bank Account details and sealed confidential reports from banks.
7. A certificate from Chartered Accountant certifying Net Owned Funds
8. Balance Sheet and P&L A/c statement for the last three years.
9. Business plan for the next three years.
10. Conduct certificate from the local police authorities.
11. Declaration regarding past criminal cases, cases initiated/ pending against the company or its Directors by any law enforcing agencies.
12. Photographs of the Directors and key persons.
13. Information about the management.
14. Shop and establishment certificate/ other municipal certificate.
Part I: Annex XVI
Statement showing details of quantum of remittances received through Money Transfer Service Scheme during the quarter ended __________________
Name of the Indian Agent ______________________________________ 
Note: This statement is required to be submitted to the Regional Office concerned of the Foreign Exchange Department of the Reserve Bank within 15 days from the close of the quarter to which it relates.
Part I: Annex XVII
Statement of Collateral kept by Indian Agents
Name of the Indian Agent __________________________
Note: This statement as at the end of June and December every year is required to be submitted to the Regional Office concerned of the Foreign Exchange Department of the Reserve Bank within 15 days from the close of the half year to which it relates.
3) Rupee Drawing Arrangements (RDA)
Under the Rupee Drawing Arrangements (RDAs), cross-border inward remittances are received in India through Exchange Houses situated in Gulf countries, Hong Kong, Singapore, Malaysia (for Malaysia only under Speed Remittance Procedure) and all other countries which are FATF compliant (for all other countries which are FATF compliant only under Speed Remittance Procedure). The reporting requirement is given below:
(i) Application (Annex XVIII): AD Category–I banks should apply to the Reserve Bank in the form provided at Annex XVIII with necessary documents the first time they enter into RDAs with non-resident Exchange Houses from Gulf countries, Hong Kong, Singapore, Malaysia and all other countries which are FATF compliant, for opening and maintaining in India the Rupee vostro accounts of those non-resident Exchange Houses.
(ii) Statement A (Annex XIX): This monthly Exchange House-wise statement is designed to elicit details of operations in Rupee/ foreign currency vostro accounts of Exchange Houses. This statement should be critically examined to ascertain whether funds held in the account are adequate to cover estimated pipeline debits. The Top Management of the ADs Category-I may work out the pipeline data and set their own limits and the adherence to the limits set should be informed to the Top Management on a quarterly basis.
(iii) Statement B (Annex XX): This is a consolidated half-yearly statement showing position of Rupee/ foreign currency vostro accounts of Exchange Houses which are to be closed/ are in the process of closure.
(iv) Statement C (Annex XXI): This is a monthly statement giving information regarding Exchange House’s account held at overseas branches of Indian banks under Draft Drawing Arrangement (DDA)/ Non-DDA procedures for holding collection proceeds and additional collaterals.
(v) Statement D (Annex XXII): This monthly statement provides information about operations in the foreign currency vostro account of the Exchange House.
Note - While statements A to D (Annex XIX to XXII) are not required to be submitted to the Reserve Bank, ADs Category-I should prepare these statements and cause inspections at the prescribed periodicities. The relative statements/ reports should invariably be submitted to their respective Top Management with suitable explanatory notes indicating corrective measures taken/ being initiated wherever necessary.
(vi) Statement E (Annex XXIII): This quarterly statement on total remittances received every quarter is required to be submitted to the respective Regional Office of the Foreign Exchange Department of the Reserve Bank of India, under whose jurisdiction the registered office of the applicant falls before 15th of the succeeding month to which the quarter relates. (vii) Annual Review: AD Category-I banks should submit to the respective Regional Office of the Foreign Exchange Department of the Reserve Bank of India, under whose jurisdiction the registered office of the applicant falls by 30th June every year an annual review note covering the period January 1 to December 31 of the previous year, on the vostro accounts of the Exchange Houses maintained by them under the Rupee/ Foreign Currency Drawing Arrangements (RDAs/ FcyDAs) duly approved by their Board. The Review Note should cover various aspects like (a) credit-worthiness of the Exchange House (based on financial statements and market reports), (b) validity of licenses of Exchange Houses and compliance of home country KYC/ AML /CFT Guidelines by Exchange Houses (c) financial losses suffered if any by the AD category –I bank on account of transactions, events, disputes, etc., (d) business turnover separately under each arrangement, (e) funding arrangements in respect of vostro accounts, (f) half-yearly inspection of the account of the Exchange House, (g) supervision (system in vogue to monitor operations in the account), (h) internal control and risk management system, (i) overdrafts and interest collected. An extract of directions, if any issued by the Board should be forwarded to the Reserve Bank along with the Annual Review note. While submitting the annual review note, the particulars such as (a) complete particulars of Drawing Arrangements (DDA/ Non- DDA / Speed Remittance) that the AD Category-I banks have with Exchange Houses with the date of approval by RBI and opening of the vostro accounts (b) dates of termination of Drawing Arrangements, if any (including Drawing Arrangements which could not be concluded), and (c) number of drawee branches under each arrangement should be included. Note: Authorised Dealer Category I banks are required to make all their correspondence with Reserve Bank including submission of prescribed statements to the Regional Office of the Foreign Exchange Department of the Reserve Bank, under whose jurisdiction their registered offices function.
Part I: Annex XVIII
Application for obtaining permission to enter into Rupee/ Foreign Currency Drawing Arrangements with Exchange Houses
(a) The application for obtaining permission to enter into Rupee / Foreign Currency Drawing Arrangements with Exchange Houses should be completed and submitted in the prescribed format (given below), to the respective Regional Office of the Foreign Exchange Department of the Reserve Bank of India, under whose jurisdiction the registered office of the applicant falls. The application should be signed by the General Manager (or an officer of equivalent rank), International Banking Division/ Foreign Department of the applicant AD Category-I bank.
(b) Documentation:
AD Category-I banks should submit the following documents along with the application:
(i) Certified copy of the license (English version) issued by the Central Bank/ any other Supervisory Authority of the country where the Exchange House is situated.
(ii) Certified copy/ ies of license(s) issued by Municipal Authorities and / or any other Government regulatory/ controlling authority in the country of the Exchange House. (Applicable to the Exchange Houses in U.A.E.)
(iii) A Certificate from a Chartered Accountant, regarding compliance with Know Your Customer/Anti Money Laundering/Combating the Financing of Terrorism norms in the home country by the Exchange House.
(iv) Certified copies of confidential opinion/ report recorded by (a) Embassy of India in the country concerned and (b) two bankers of the Exchange House.
(v) Audited Balance Sheets and Profit and Loss Account Statements of the Exchange House for the previous three years.
(vi) Copy of the Board Resolution of the AD Category-I bank for entering into the arrangement.
(vii) Copy of letter from the Exchange House regarding the proposal to enter into the Rupee/ Foreign Currency Drawing Arrangement along with the provision of collateral, wherever necessary.
Part I- Particulars of the applicant bank and its existing arrangement(s), if any
Part II- Particulars of the Exchange House for the proposed drawing arrangement
Part III- Details of the proposed arrangement
We hereby certify that –
i) the proposed arrangement with…………………………………………………… has been considered by us carefully taking into account the means and standing of the aforesaid EH and we are fully satisfied about the credentials and competence of the persons/ firms/ companies associated with the EH.
(ii) our branches already having DD drawing arrangements with other EH(s) and which are now proposed to be covered under the proposed arrangement with the above EH viz…………………………………………………………..… have sufficient expertise to handle business emanating from one more EH.
iii) We have put in place adequate internal control and risk management system which are working satisfactorily. iv) The particulars given above are true and correct to the best of our knowledge and belief.
( ) General Manager Address
Place Date
Part I: Annex XIX
Statement A
Name of the Authorised Dealer Category-I: Full address: Name of the Exchange House: Particulars of operations in the account in the month of 1. Opening balance in the account (Cr/Dr) at the start of _______:_________ 2. Total credits during the month : ________________ 3. Total debits during the month : _________________ 4. Closing balance (Cr/Dr) as on _________ :_________________ 5. Estimated value of pipeline debits : _________________ (average 15 days drawings determined by progressive annual debit summations or by item No.3 above, whichever estimate is higher) 5 a. The amount of actual payments made by the principal : ____________ encashing branches/offices during the last one week (for adding to estimated pipeline) 6. Funds held abroad as collateral by the bank or under : _______________ DDA procedure. 7. Surplus /deficit in balances/collaterals in the account to : ___________ cover item No.5 8. State amount of counter-value foreign currency : Date Amount of recovered from the Exchange House against each specific foreign foreign credit afforded to the account during the month currency corresponding to the sale of Rupees made by the bank to recovered the Exchange House A) All payment advices received during the month from our paying branches have been taken into account for raising debits in the Rupee accounts of the Exchange House. B) We have received confirmation from our nostro account maintaining banks abroad for having credited counter value (foreign currency) funds to our nostro account before crediting Rupee funds to the account of the Exchange House. C) We confirm that the Rupee accounts of the Exchange Houses are conducted strictly in accordance with the guidelines issued by RBI and in terms of the relative agreements with the Exchange Houses concerned. D) Copy of the statement has been sent to the General Manager-in-charge, Foreign correspondent relationship and department / Officer in Charge, nostro account of our bank. E) We confirm that we have not received any adverse report / warning signals from the General Manager of our International Department whose accounts are maintained by us at the time of submitting the statement. Statement countersigned by certifying that it has been internally reviewed in the bank and the conduct of the account is considered satisfactory. _______________________ _________________________ Chief Manager of the Account Signature of the General Manager–in-Charge of Maintaining Branch International Division /International Operations in the bank.
Part I: Annex XX
Statement B
Consolidated statement of position of Exchange Houses’ accounts to be closed/ under closure (to be submitted by the Account maintaining office through the International Division)
(a) Notice has been issued to all Exchange Houses regarding closure of the account.
(b) There are no pipeline debits or items of recovery in respect of the above accounts save for what is stated in the Column No. 9.
(c) The transactions in the accounts which are still operated are explained separately in the annexure under title name of each Exchange House (An explanatory remark sheet may be attached for the purpose).
(d) The following accounts reflected above were closed during the month under review.
___________________ Chief Manager of Account Maintaining Branch
Statement countersigned certifying that all the accounts reported above are under the concerned Exchange Houses have been duly suspended and closure of the accounts is being followed up
____________________________
General Manager-in-Charge of International Division/ International Operations in the AD Category-I
Part I: Annex XXI
Statement C
Monthly statement regarding particulars of Exchange House account held at overseas branches of Indian banks (ADs Category-I)
Name of the AD Category-I:
Part I: Annex XXII
Statement D Name of the AD Category-I: _________________ No. of drawee branches: ___ Full Address: ____________________ Type of Account: ____________
RBI Approval No. and date: _______
Name of the Exchange House: ________________________ Particulars of operations in the Account during the month of __________ 
8(a) All payment advices received during the month from our paying branches have been taken into account for raising debits in the USD/ GBP accounts of Exchange House. (b) We confirm that the USD/ GBP accounts of Exchange Houses are conducted strictly in accordance with the guidelines issued by RBI and in terms of the relative agreements with the Exchange Houses concerned. (c) Copy of the statement has been sent to the General Manager-in-Charge foreign correspondent relationship and Department/ Office-in-Charge- Nostro account of our bank. (d) We confirm that we have not received any adverse report/ warning signals from the General Manager of our International Department about the Exchange House whose accounts are maintained by us at the time of filing the statement to RBI.
Chief Manager of Account Maintaining Branch
Statement countersigned certifying that it has been internally reviewed in the bank and that the conduct is considered satisfactory.
General Manager-in-Charge of International Division/ International Operations in the AD Category-I
Part I: Annex XXIII
Statement E
Statement showing inflows of foreign currency through Exchange Houses during the quarter ended _______
(Amount in US Dollars)
Note: (a) In column (5) to (8) inflows during the relevant quarter may be shown for the period beginning from the month of January each year. Just below these figures, please furnish in brackets data for the corresponding period of the previous year. The data in respect of Drawing Arrangements should cover inflow of funds both through RDA and Foreign Currency Drawing Arrangement. (b) Foreign currency should be shown in US dollars only. (c) Furnish amount (+) or (-) accompanied by an expression in percentage terms in column (9). (d) This statement should be signed by Chief of International Banking Department / Division of the Bank at Head Office, but not less than the grade of a DGM. (e) Please attach separate sheets furnishing details of deviations from the requirements as per declaration at Sr.no. (c), (f), (g), (h), (i) and (j) of Para 1 of SECTION III wherever necessary. Please also indicate the corrective action taken and the current status. We hereby certify that i) The above information has been compiled with reference to actuals and excludes the transactions in the pipeline. ii) The number of branches covered has increased from _______to _______since the submission of the last statement in view of the following reasons: iii) The growth/ deceleration in the inflows of foreign currency is due to the following reasons: iv) The outflows reported above are on account of _______________ and have the approval of RBI vide its letter No. ________________dated ________________. v) The above accounts had all through credit balances during the quarter under report. vi) Funds in the accounts were sufficient to cover estimated pipeline transactions. vii) Our overseas branches have not extended any line of credit / advances to above/ any of the above exchange houses viii) We are regularly submitting the statements 'A', 'B', 'C', and 'D', as at Annex- II, Annex-III, Annex-IV and Annex-V, respectively to the top management.
ix) We have not come across any adverse features about operations in the account of the above / any of the above exchange houses and / or the Rupee and/ or Foreign Currency Drawing arrangement with these Exchange Houses:
x) We are keeping a close watch on the means and financial standing of the above exchange houses(s) and as on the date of this report we have no adverse observations on record with us to report to the Reserve Bank.
Name of the bank Signature Address Name Designation Date
Part II: Liberalised Remittance Scheme Resident individuals are permitted to make remittances up to USD 250,000 per financial year for any permitted current or capital account transactions or a combination of both as per the regulations prescribed under the Foreign Exchange Management (Current Account Transactions) Rules, 2000, as amended from time to time, and the Foreign Exchange Management Act, 1999 (FEMA) or the rules or regulations framed thereunder. AD Category – I banks are required to furnish the information on remittances made under the Liberalised Remittance Scheme (LRS) on a monthly basis, on or before the fifth of the following month to which it relates through Online Returns Filing System (ORFS) for which purpose they have been given user ID and password by the Reserve Bank. Where there is no data to furnish, AD banks are advised to upload ‘nil’ figures in the ORFS system. Part III: Establishment of a Liaison Office (LO)/ Branch Office (BO)/ Project Office (PO) A body corporate incorporated outside India (including a firm or other association of individuals), desirous of opening a Liaison Office (LO) / Branch Office (BO)/ Project Office (PO) [under approval route] in India have to obtain permission from the Reserve Bank under provisions of FEMA 1999. The reporting requirements are given below: (a) Format of Report to DG of Police (Annex I): All new entities setting up LO/BO/PO are required to submit a report containing information, within five working days of the LO/BO/PO becoming functional to the Director General of Police (DGP) of the state concerned in which LO/BO/PO has established its office; if there is more than one office of such a foreign entity, in such cases to each of the DGP concerned of the state where it has established office in India. This is also required to be submitted annually. (b) Annual Activity Certificate (Annex II): Branch Offices/ Liaison Offices have to file Annual Activity Certificates (AAC) from Chartered Accountants, as at end of March 31, along with the audited Balance Sheet on or before September 30 of that year. In case the annual accounts of the LO/ BO are finalized with reference to a date other than March 31, the AAC along with the audited Balance Sheet may be submitted within six months from the due date of the Balance Sheet to the designated AD Category I bank, and a copy to the Directorate General of Income Tax (International Taxation), New Delhi along with the audited financial statements including receipt and payment account. Further, at the time of renewal of permission of LOs by AD banks, they may note to endorse a copy of each such renewal to the office of the DGIT (International Taxation). The AAC has to be submitted to (i) the AD concerned and (ii) the DGP along with Annex I The Annual Activity Certificates are to be filed by the following offices as applicable: • In case of a sole BO/LO, by the BO/LO concerned; • In case of multiple BO/LO, a combined Annual Activity Certificate in respect of all Offices in India by the Nodal Office of the BO/LOs. The designated AD Category - I bank shall scrutinize the Annual Activity Certificate and ensure that the activities undertaken by the BO/LO are being carried out in accordance with the terms and conditions of the approval given by the Reserve Bank. In the event of any adverse findings being reported by the Auditor or noticed by the designated AD Category -I bank, the same should be reported immediately by the designated AD Category–I bank to the respective Regional Office of the Reserve Bank in respect of LOs and to the Central Office of the Reserve Bank in the case of BOs, along with the copy of the Annual Activity Certificate and their comments thereon. (c) Establishment of Project Office: The foreign company establishing a Project Office in India is to furnish report through the concerned AD branch, to the concerned Regional Office of Reserve Bank of India under whose jurisdiction the Project Office is set up, within 2 months of establishment of the Project Office. The report should incorporate the following details: (i) Name and address of the Foreign Company, (ii) Reference Number and date of letter awarding the contract referred to in clause (ii) of Regulation 5 of Notification No. FEMA 22/2000-RB dated May 3, 2000, (iii) Particulars of the authority awarding the projects / contract, (iv) The total amount of contract, (v) Address / e-mail address / telephone number / fax number of the Project Office, (vi) Tenure of Project Office, (vii) Brief details of the Project undertaken, (viii) AD branch with whom the account has been opened and the foreign currency in which the account is opened, (ix) An undertaking to the effect that the Project Office is eligible to avail of the General Permission under Regulation 5(ii) to RBI Notification No.22 / 2000 – RB dated May 3, 2000 read with Notification No. FEMA 95 dated July 2, 2003 showing the reason thereof. (d) Annual Certificate from a Chartered Accountant showing the Project Status and certifying that the accounts of the Project Office have been audited and the activities undertaken are in conformity with the General/ Specific permission given by the Reserve Bank. (e) Closure of BO/ LO has to be reported by the designated AD Category - I bank to the Reserve Bank (the Regional Office concerned for LOs and Central Office for BOs), along with a declaration stating that all the necessary documents submitted by the BO/LO have been scrutinized and found to be in order. If the documents are not found in order or cases are not covered under delegated powers, the AD Category - I bank should forward the application to the Reserve Bank, with their observations, for necessary action.
Part III: Annex I
Format of Report to DG of Police
Part III: Annex II
Annual Activity Certificate
(To be submitted as on March 31,………..on or before April 30,………).
To whomsoever it May Concern
This is to certify and confirm that during the period from __________________to ________________, the Branch/Liaison Office/s with PAN No. ---------------------- of M/s__________________ (UIN- ) has/ have undertaken only those activities that have been specifically permitted by the Reserve Bank vide its approval letter/s No/s. ______________________________dated ______________and has/have complied with the terms and conditions specified in the above mentioned letter/s. _______________________________
(Signature of the Auditor/s)
(Name of the Chartered Accountant) ICAI Membership No.: Address: Place: Date:
Part IV: Foreign Investment Foreign Direct Investment (FDI) to India is undertaken in accordance with the FDI Policy which is formulated and announced by the Government of India. The Foreign Exchange Management (Transfer or Issue of Security by a Person Resident outside India) Regulations, 2000 issued vide Notification No. FEMA 20/2000-RB dated May 3, 2000, as amended from time to time, prescribe amongst other things the mode of investments i.e. issue or acquisition of shares/ convertible debentures and preference shares, manner of receipt of funds, pricing guidelines and reporting of the investments to the Reserve Bank. The formalities for reporting inflows are given below: 1) Reporting of FDI for fresh issuance of shares (i) Reporting of inflow: (a) The actual inflows on account of such issuance of shares should be reported by the AD branch in the R-returns in the normal course. (b) Advance Remittance Form (ARF) (Annex I): An Indian company receiving investment from outside India for eligible securities under the FDI Scheme, should report the details of the amount of consideration (including each upfront/ call payment) to the Regional Office concerned of the Reserve Bank through its AD Category I bank, not later than 30 days from the date of receipt in the ARF. Noncompliance with the above provision would be reckoned as a contravention under FEMA, 1999 and could attract penal provisions. (c) Know Your Customer (KYC) Form (Annex II): The following documents should be submitted along with the ARF: (ca) copy/ies of the FIRC/s (Foreign Inward Remittance Certificate evidencing the receipt of the remittance (cb) Know Your Customer (KYC) report on the non-resident investor from the overseas bank remitting the amount in the mentioned form The ARF would be acknowledged by the Regional Office concerned, which will allot a Unique Identification Number (UIN) for the amount reported. The forms can also be downloaded from the Reserve Bank's website https://rbidocs.rbi.org.in/rdocs/Forms/PDFs/KYC020411.pdf (ii) Reporting of issue of shares: Foreign Collaboration - General Permission Route (FC- GPR) (Annex III): After issue of eligible securities (including partly paid securities to the extent called up), the Indian company has to file Form FC-GPR, through its AD Category-I bank, to the Regional Office concerned of the Reserve Bank under whose jurisdiction the registered office of the company is situated, not later than 30 days from the date of issue of shares. Issue of bonus or rights shares to persons resident outside India directly or on amalgamation/ merger with an existing Indian company, as well as issue of shares on conversion of ECB/ royalty/ lumpsum technical know-how fee/ import of capital goods by units in SEZs has to be reported in Form FC-GPR. Non-compliance with the above provision would be reckoned as a contravention under FEMA and could attract penal provisions. The Form can also be downloaded from the Reserve Bank's website https://rbidocs.rbi.org.in/rdocs/Forms/PDFs/AP110214_ANN.pdf (iii) Annual Return on Foreign Liabilities and Assets: All Indian companies which have received FDI and/ or made FDI abroad in the previous year(s) including the current year, should file the annual return on Foreign Liabilities and Assets (FLA) in the soft form to the Reserve Bank, Department of Statistics and Information Management, Mumbai by July 15 every year. The FLA return is available on the RBI website (www.rbi.org.in → Forms category → FEMA Forms) along with the related FAQs (www.rbi.org.in → FAQs category → Foreign Exchange). 2) Reporting of FDI for Transfer of shares (i) The actual inflows and outflows on account of such transfer of shares should be reported by the AD branch in the R-returns in the normal course. (ii) Foreign Collaboration-Transfer of Shares (FC-TRS) (Annex IV): Reporting of transfer of eligible securities between residents and non-residents and vice- versa is to be made in Form FC-TRS. The Form FC-TRS should be submitted to the AD Category – I bank, within 60 days from the date of receipt of the amount of consideration. The onus of submission of the Form FC-TRS within the given timeframe would be on the transferor/ transferee, resident in India. However, the onus of reporting the purchase of shares by non-residents on the recognised stock exchanges in accordance with SEBI (Substantial Acquisition of Shares and Takeover) Regulations is on the investee company. The bank should maintain the FC-TRS forms with it and should not forward the same to the Reserve Bank of India.
(iii) Know Your Customer (KYC) Form: The sale consideration in respect of equity instruments purchased by a person resident outside India, remitted into India through normal banking channels, is subjected to a KYC check (Annex II) by the remittance receiving AD Category – I bank at the time of receipt of funds. In case, the remittance receiving AD Category – I bank is different from the AD Category - I bank handling the transfer transaction, the KYC check should be carried out by the remittance receiving bank and the KYC report be submitted by the customer to the AD Category – I bank carrying out the transaction along with the Form FC-TRS.
(iv) The AD bank branch should submit two copies of the Form FC-TRS received from their constituents/ customers together with the statement of inflows/ outflows on account of remittances received/ made in connection with transfer of shares, by way of sale, to IBD/ FED/ or the nodal office designated for the purpose by the bank in the enclosed proforma (Annex V) (which is to be prepared in MS-Excel format). The IBD/ FED or the nodal office of the bank will consolidate reporting in respect of all the transactions reported by their branches into two statements inflow and outflow statement. These statements (inflow and outflow) should be forwarded on a monthly basis to Foreign Exchange Department, Reserve Bank, Foreign Investment Division, Central Office, Mumbai in soft copy (in MS- Excel) by e-mail to [email protected].
3) Reporting on e-Biz Portal of the Government of India
With a view to promoting the ease of reporting of transactions under foreign direct investment (FDI), the filing of the ARF, Form FC-GPR and Form FCTRS has also been enabled under the e-Biz platform of the Government of India. The design of the reporting platform enables the customer to login into the e-Biz portal, download the reporting forms, complete and then upload the same onto the portal using their digitally signed certificates. The Authorised Dealer Banks (ADs) will be required to download the completed forms, verify the contents from the available documents, if necessary by calling for additional information from the customer and then upload the same for RBI to process and allot the Unique Identification Number (UIN). The online reporting on the e-Biz platform is an additional facility to the Indian companies to undertake their ARF, FC-GPR and FCTRS reporting and the manual system of reporting would continue till further notice.
4) Reporting of conversion of ECB into equity
Details of issue of shares against conversion of ECB have to be reported to the Regional Office concerned of the Reserve Bank, as indicated below:
(i) In case of full conversion of ECB into equity, the company should report the conversion in Form FC-GPR to the Regional Office concerned of the Reserve Bank as well as in Form ECB-2 (Part V: Annex III) to the Department of Statistics and Information Management (DSIM), Reserve Bank of India, Bandra Kurla Complex, Mumbai – 400 051, within seven working days from the close of month to which it relates. The words "ECB wholly converted to equity" should be clearly indicated on top of the Form ECB-2. Once reported, filing of Form ECB-2 in the subsequent months is not necessary. (ii) In case of partial conversion of ECB, the company is required to report the converted portion in Form FC-GPR to the Regional Office concerned as well as in Form ECB-2 clearly differentiating the converted portion from the non-converted portion. The words "ECB partially converted to equity" should be indicated on top of the Form ECB-2. In the subsequent months, the outstanding balance of ECB shall be reported in Form ECB-2 to DSIM. 5) Reporting of ESOPs for allotment of equity shares (Annex VI) An Indian company issuing sweat equity shares/ employees’ stock option/ shares issued against exercise of stock option to its employees/ directors or employees/ directors of its holding company or joint venture or wholly owned overseas subsidiary/ subsidiaries who are resident outside India should furnish to the Regional Office concerned of the Reserve Bank of India under whose jurisdiction the registered office of the company operates, within 30 days from the date of issue of employees’ stock option or sweat equity shares, a report as per the Form-ESOP. 6) Reporting of ADR/GDR Issues – Form DRR (Annex VII) The domestic custodian should report the issue/ transfer of sponsored/ unsponsored depository receipts as per DR Scheme 2014 in Form DRR within 30 days of close of the issue/ program. 7) Reporting requirements of Limited Liability Partnerships (i) Form FDI- LLP (I) (Annex VIII): A Limited Liability Partnerships (LLPs) receiving amount of consideration for capital contribution and acquisition of profit shares is required to submit a report in Form Foreign Direct Investment-LLP (I) through its Authorised Dealer Category – I bank, to the Regional Office of the Reserve Bank under whose jurisdiction the Registered Office of the Limited Liability Partnership making the declaration is situated, within 30 days from the date of receipt of the amount of consideration. The form should be accompanied by: (a) copy/ies of the FIRC/s evidencing the receipt of the remittance (b) a KYC report in respect of the foreign investor from the overseas bank remitting the amount in the format specified in Annex-II. The report would be acknowledged by the Regional Office concerned, which would allot a Unique Identification Number (UIN) for the amount reported. (ii) Form FDI- LLP (II) (Annex IX): The LLPs should report disinvestment / transfer of capital contribution or profit share between a resident and a non-resident (or vice versa) within 60 days from the date of receipt of funds in Form Foreign Direct Investment- LLP(II). (iii) All LLPs in India which have received FDI and/or made FDI abroad in the previous year(s) as well as in the current year, should file the annual return on Foreign Liabilities and Assets (FLA) in the soft form to the Reserve Bank, Department of Statistics and Information Management, Mumbai by July 15 every year. Since LLPs do not have 21- Digit CIN (Corporate Identity Number), they are advised to enter ‘A99999AA9999LLP999999’ against CIN in the FLA Return. The FLA return is available on the RBI website (www.rbi.org.in → Forms category → FEMA Forms). 8) Reporting of FII investments under Portfolio Investment Scheme (PIS) (i) FII reporting Form LEC(FII): The AD Category – I banks have to ensure that the FIIs registered with SEBI who are purchasing various securities (except derivative and IDRs) by debit to the Special Non-Resident Rupee (SNRR) Account should report all such transactions details (except derivative and IDRs) in the Form LEC (FII) to Foreign Exchange Department, Reserve Bank of India, Central Office by uploading the same to the ORFS web site (https://secweb.rbi.org.in/ORFSMainWeb/Login.jsp). It would be the bank’s responsibility to ensure that the data submitted to RBI is reconciled by periodically taking a FII holding report for their bank. (ii) The Indian company which has issued shares to FIIs under the FDI Scheme (for which the payment has been received directly into company’s account) and the Portfolio Investment Scheme (for which the payment has been received from FIIs' account maintained with an AD Category – I bank in India) should report these figures separately under item no. 5 of Form FC-GPR (Annex III) (Post-issue pattern of shareholding) so that the details could be suitably reconciled for statistical / monitoring purposes. 9) Reporting of NRI investments under Portfolio Investment Scheme (PIS) The designated link office of the AD Category – I bank should furnish to the Reserve Bank, a report on a daily basis on PIS transactions undertaken on behalf of NRIs for their entire bank. This report can be uploaded directly on the ORFS web site (https://secweb.rbi.org.in/ORFSMainWeb/Login.jsp). It would be the banks responsibility to ensure that the data submitted to RBI is reconciled by periodically taking a NRI holding report for their bank. 10) Reporting of foreign investment by way of issue/ transfer of ‘participating interest/ right’ in oil fields Foreign investment by way of issue/ transfer of ‘participating interest/ right’ in oil fields by Indian companies to a non-resident would be treated as an FDI transaction. Accordingly, transfer of ‘participating interest/ rights’ will be reported as ‘other’ category under Para 7 of Form FC-TRS (Annex IV) and issuance of ‘participating interest/ rights’ will be reported as ‘other’ category of instruments under Para 4 of Form FC-GPR (Annex III).
Part IV: Annex I (Formerly Annex 6 of the Master Circular on Foreign investment in India)
Advance Remittance Form (ARF) Report by the Indian company receiving amount of consideration for issue of shares/ Convertible debentures/ others under the FDI Scheme
(To be filed by the company through its Authorised Dealer Category – I bank, with the Regional Office of the Reserve Bank under whose jurisdiction the Registered Office of the company making the declaration is situated, not later than 30 days from the date of receipt of the amount of consideration, as specified in para 9 (I) (A) of Schedule I to Notification No. FEMA 20/2000- RB dated May 3, 2000, as amended from time to time).
A Copy of the FIRC evidencing the receipt of consideration for issue of shares/ convertible debentures/ others as above is enclosed.
(Authorised signatory of the (Authorised signatory of the AD) investee company)
(Stamp) (Stamp)
Part IV: Annex II (Formerly Annex 7 of Master Circular on Foreign investment in India)
Know Your Customer (KYC) Form in respect of the non-resident investor
* 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 :
Part IV: Annex III (Formerly Annex 8 of Master Circular on Foreign investment in India)
Form for reporting Foreign Collaboration - General Permission Route Form FC-GPR
(To be filed by the company through its Authorised Dealer Category – I bank with the Regional Office of the RBI under whose jurisdiction the Registered Office of the company making the declaration is situated as and when shares / convertible debentures are issued to the foreign investor, along with the documents mentioned in item No. 4 of the undertaking enclosed to this Form)
DECLARATION TO BE FILED BY THE AUTHORISED REPRESENTATIVE OF THE INDIAN COMPANY: (Delete whichever is not applicable and authenticate) We hereby declare that: 1. We comply with the procedure for issue of shares/ convertible debentures as laid down under the FDI scheme as indicated in Notification No. FEMA 20/2000-RB dated 3rd May 2000, as amended from time to time. 2. The investment is within the sectoral cap/ statutory ceiling permissible under the Automatic Route of RBI and we fulfill all the conditions laid down for investments under the Automatic Route namely (strike off whichever is not applicable): a) Shares issued on rights basis to non-residents are in conformity with Regulation 6 of the RBI Notification No FEMA 20/2000-RB dated 3rd May 2000, as amended from time to time.
OR
b) Shares issued are bonus.
OR
c) Shares have been 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, duly approved by a court in India.
OR
d) Shares are issued under ESOP and the conditions regarding this issue have been satisfied. 3. Shares have been issued in terms of SIA /FIPB approval No.___________________ dated ____________________ 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 Paragraph 9 (1) (B) of Schedule 1 to Notification No. FEMA 20/2000-RB dated May 3, 2000: (i) A certificate from our Company Secretary certifying that (a) all the requirements of the Companies Act, 2013 have been complied with; (b) terms and conditions of the Government approval, if any, have been complied with; (c) the company is eligible to issue shares under these Regulations; and (d) the company has all original certificates issued by authorised dealers in India evidencing receipt of amount of consideration in accordance with paragraph 8 of Schedule 1 to Notification No. FEMA 20/2000-RB dated May 3, 2000. (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.
6. Unique Identification Numbers given for all the remittances received as consideration for issue of shares/ convertible debentures/others (details as above), by Reserve Bank.
CERTIFICATE TO BE FILED BY THE COMPANY SECRETARY OF THE INDIAN COMPANY ACCEPTING THE INVESTMENT:
(As per Para 9 (1) (B) (i) of Schedule 1 to Notification No. FEMA 20/2000-RB dated May 3, 2000)
In respect of the abovementioned details, we certify the following:
1. All the requirements of the Companies Act, 2013 have been complied with.
2. Terms and conditions of the Government approval, if any, have been complied with.
3. The company is eligible to issue shares / convertible debentures/others under these Regulations.
4. The company has all original certificates issued by AD Category – I banks in India, evidencing receipt of amount of consideration in accordance with paragraph 8 of Schedule 1 to Notification No. FEMA 20/2000-RB dated May 3, 2000.
(Name & Signature of the Company Secretary) (Seal)
Part IV: Annex IV (Formerly Annex 9-I of Master Circular on Foreign investment in India)
Part IV: Annex V
Proforma
Statement of inflows/ outflow on account of remittance received/made in connection with transfer of shares/ convertible debentures, by way of sale
Category-wise:
Part A - NRI/ erstwhile OCB
Part B - Foreign National/non-resident incorporated entity
Part C - Foreign Institutional Investors
Inflow -Transfer from resident to non-resident
Part IV: Annex VI (Formerly Annex 13 of Master Circular on Foreign investment in India)
Form ESOP
Return to be filed by Indian company who has issued shares under Employees’ Stock Options (ESOP) Scheme and/or sweat equity shares.
(To be filed by the company through its Authorised Dealer Category – I bank with the Regional Office of the RBI under whose jurisdiction the Registered Office of the company is situated making the declaration as and when shares under Employees’ Stock Options Scheme and/or sweat equity shares are issued to the foreign investor) I. Details of the Company issuing ESOP/sweat equity shares II. Type of security (Tick mark issued whichever is applicable) 1. Sweat equity ( ) shares 2. Stock Option ( ) Scheme 3. Shares issued ( ) against exercise of option Please provide the details of the security issued in a separate Annex viz. date of issue, names of persons to whom shares are issued, number of shares, issue price, consideration other than cash(if any), in case of options (maturity date, pre-determined issue price etc.) and any other details relevant to the issue. DECLARATION TO BE FILED BY THE AUTHORISED REPRESENTATIVE OF THE INDIAN COMPANY: (Delete whichever is not applicable and authenticate) We hereby declare that: 1. We comply with the procedure for issue of shares under Employees’ Stock Option Scheme/ sweat equity shares as indicated in Notification No. FEMA 20/2000-RB dated 3rd May 2000, as amended from time to time. 2. The investment is within the sectoral cap/ statutory ceiling permissible under the Automatic Route of RBI and we fulfill all the conditions laid down for investments under the Automatic Route namely (strike off whichever is not applicable). a) Options issued under Employees’ Stock Option Scheme
OR
b) Shares issued against exercise of option as (a) above
OR
c) Sweat Equity Shares issued to non-residents 3. Shares have been issued in terms of FIPB approval No.___________________ dated ____________________ 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 Regulation 8 of Notification No. FEMA 20/2000-RB dated May 3, 2000: (i) A certificate from our Company Secretary certifying that (a) Sweat equity shares have been issued / the Employees’ Stock Option Scheme has been drawn either in terms of regulations issued under the Securities Exchange Board of India Act, 1992 or the Companies (Share Capital and Debentures) Rules, 2014 notified by the Central Government under the Companies Act, 2013, as the case may be (b) all the requirements of the Companies Act, 2013 have been complied with; (c) terms and conditions of the Government approval, if any, have been complied with; (d) the company is eligible to issue shares under these Regulations; and (e) the company has all original certificates issued by authorised dealers in India evidencing receipt of amount of consideration in accordance with paragraph 8 of Schedule 1 to Notification No. FEMA 20/2000-RB dated May 3, 2000.
(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.
6. Unique Identification Numbers given for all the remittances received as consideration for issue of shares under Employees’ Stock Option Scheme/ Sweat Equity shares by Reserve Bank.
(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)
CERTIFICATE TO BE FILED BY THE COMPANY SECRETARY OF THE INDIAN COMPANY ACCEPTING THE INVESTMENT:
In respect of the abovementioned details, we certify the following:
1) Sweat equity shares have been issued/ the Employees’ Stock Option Scheme has been drawn either in terms of regulations issued under the Securities Exchange Board of India Act, 1992 or the Companies (Share Capital and Debentures) Rules, 2014 notified by the Central Government under the Companies Act, 2013, as the case may be
2) all the requirements of the Companies Act, 2013 have been complied with;
3) terms and conditions of the Government approval, if any, have been complied with;
4) the company is eligible to issue shares under these Regulations; and
5) the company has all original certificates issued by authorised dealers in India evidencing receipt of amount of consideration in accordance with paragraph 8 of Schedule 1 to Notification No. FEMA 20/2000-RB dated May 3, 2000, as amended from time to time.
(Name & Signature of the Company Secretary) (Seal)
FOR USE OF THE RESERVE BANK ONLY:
Part IV: Annex VII (Formerly Annex - 10 of Master Circular on Foreign investment in India)
Depository Receipts Return (Form DRR) [Refer to paragraph III of Schedule 10 to FEMA Notification NO. 20/RB-2000 dated May 3, 2000, as amended from time to time]
Return to be filed by the Domestic Custodian who has arranged issue/ transfer of Depository Receipts
Instructions: The Form should be completed and submitted by the Domestic Custodian to the Reserve Bank of India, Foreign Exchange Department, Foreign Investment Division, Central Office, Mumbai. 
Part IV: Annex VIII (Formerly Annex - 11 of Master Circular on Foreign investment in India)
Form FOREIGN DIRECT INVESTMENT- LLP (I) Report by the Limited Liability Partnerships (LLPs) receiving amount of consideration for capital contribution and acquisition of profit shares under the Scheme
(To be filed by the LLP through its Authorised Dealer Category – I bank, with the Regional Office of the Reserve Bank under whose jurisdiction the Registered Office of the Limited Liability Partnership making the declaration is situated, not later than 30 days from the date of receipt of the amount of consideration)
4 SWF means a Government investment vehicle which is funded by foreign exchange assets, and which manages those assets separately from the official reserves of the monetary authorities.
DECLARATION TO BE FILED BY THE AUTHORISED REPRESENTATIVE OF THE LIMITED LIABILITY PARTNERSHIP: (Delete whichever is not applicable and authenticate)
We hereby declare that: 1) We comply with the procedure for capital contribution and profit shares as laid down under the Notification No. FEMA 20/2000-RB dated 3rd May 2000, as amended from time to time. 2) Capital contribution /profit shares have been issued to the non-resident investor in terms of FIPB approval No.___________________ dated ____________________ 3) We enclose the following documents in compliance with to Notification No. FEMA 20/2000-RB dated 3rd May 2000, as amended from time to time: (i) A certificate from our designated partner certifying that (a) all the requirements of the LLP Act, 2008 have been complied with; (b) terms and conditions of the Government approval, have been complied with; (c) the LLP is eligible to issue capital contribution /profit shares under these Regulations; and (d) the LLP has all original certificates issued by authorised dealers in India evidencing receipt of amount of consideration in accordance with Notification No. FEMA 20/2000-RB dated 3rd May, 2000, as amended from time to time. (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. 4) The foreign investment received and reported now will be utilized in compliance with the provisions of the 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) Unique Identification Numbers given for all the remittances received so far as consideration for capital contribution and acquisition of profit shares (details as above), by Reserve Bank.
CERTIFICATE TO BE FILED BY THE DESIGNATED PARTNER/ AUTHORISED SIGNATORY OF THE LIMITED LIABILITY PARTNERSHIP ACCEPTING THE INVESTMENT:
In respect of the abovementioned details, we certify the following:
1. All the requirements of the Limited Liability Partnership Act, 2008 have been complied with.
2. Terms and conditions of the Government approval, if any, have been complied with.
3. The LLP is eligible to issue capital contribution/profit shares under these Regulations.
4. The LLP has all original certificates issued by AD Category – I banks in India, evidencing receipt of amount of consideration in accordance with provisions of Notification No. FEMA 20/2000-RB dated May 3, 2000.
(Name & Signature of the Designated Partner/Authorised Signatory of the LLP) (Seal)
Part IV: Annex IX (Formerly Annex - 12 of Master Circular on Foreign investment in India)
Part V: External Commercial Borrowing (ECB)
Indian companies are allowed to access funds from abroad in the following methods:
(i) External Commercial Borrowings (ECB)
(ii) Foreign Currency Convertible Bonds (FCCBs)
(iii) Preference shares
(iv) Foreign Currency Exchangeable Bonds (FCEBs)
ECB can be accessed under two routes, viz., (i) Automatic Route outlined in paragraph and (ii) Approval Route.
The reporting requirements are given below:
1) Application for raising ECB under the Approval Route - Form ECB (Annex I):
2) Application for allotment of Loan Registration Number (LRN) for ECB - Form 83 (Annex II)
3) Reporting of actual transactions of ECB - ECB 2 Return (Annex III)
4) Form for reporting of details of Trade Credit - Form TC (Annex IV)
5) Statement on Guarantee/ Letter of Undertaking/ Letter of Comfort issued by AD banks in respect of Trade Credit (Annex V)
Part V: Annex I
Form ECB
Application for raising External Commercial Borrowings (ECB) under Approval Route
Instructions
The complete application should be submitted by the applicant through the designated authorised dealer to the Principal Chief General Manager, Foreign Exchange Department, Central Office, ECB Division, Reserve Bank of India, Mumbai 400 001.
Documentation:
Following documents, (as relevant) certified by authorised dealer, should be forwarded with the application: (i) A copy of offer letter from the overseas lender/supplier furnishing complete details of the terms and conditions of proposed ECB. (ii) A copy of the import contract, proforma/ commercial invoice/ bill of lading.
PART-A- GENERAL INFORMATION ABOUT THE BORROWER
1. Name of the applicant (BLOCK LETTERS) Address
2. Status of the applicant i) Private Sector ii) Public Sector
PART-B-INFORMATION ABOUT THE PROPOSED ECB
Currency Amount US$ equivalent
1. Details of the ECB
(a) Purpose of the ECB
(b) Nature of ECB [Please put (x) in the appropriate box]
(c) Terms and conditions of the ECB
(i) Rate of interest : (ii) Up-front fee : (iii) Management fee : (iv) Other charges, if any (Please specify) : (v) All-in-cost : (vi) Commitment fee : (vii) Rate of penal interest : (viii) Period of ECB : (ix) Details of call/put option, if any. : (x) Grace / moratorium period : (xi) Repayment terms (half yearly/annually/bullet) : (xii) Average maturity :
2. Details of the lender Name and address of the lender/supplier
3. Nature of security to be provided, if any.
PART C – INFORMATION ABOUT DRAW DOWN AND REPAYMENTS
PART D – ADDITIONAL INFORMATION
Information about the project
i) Name & location of the project :
ii) Total cost of the project : Rs. USD
iii) Total ECB as a % of project cost :
iv) Nature of the project :
v) Whether Appraised by financial institution/bank :
vi) Infrastructure Sector :
a) Power b) Telecommunication c) Railways d) Roads including bridges e) Ports f) Industrial parks g) Urban infrastructure - Water supply, Sanitation and sewerage.
vii) Whether requires clearance from any : statutory authority ? If yes, furnish the name of authority, clearance no. and date.
PART E – CERTIFICATIONS
1. By the applicant We hereby certify that - (i) the particulars given above are true and correct to the best of our knowledge and belief. (ii) the ECB to be raised will be utilised for permitted purposes
________________________________________ (Signature of Authorised Official of the applicant)
Place_______________
Name:_________________________________ Date________________ Stamp
Designation_____________________________ Phone No. ______________________________ Fax ________________________________ E-mail _________________________________
2. By the authorised dealer – We hereby certify that –
(i) the applicant is our customer.
(ii) we have scrutinized the application and the original letter of offer from the lender/supplier and documents relating to proposed borrowing and found the same to be in order.
________________________________ (Signature of Authorised Official)
Place ____________ Name _________________________________ Date_____________ Stamp
Name of the Bank/branch__________________ A.D.Code______________________________
Part V: Annex II
Form-83
(Reporting of loan agreement details under Foreign Exchange Management Act, 1999)
To be submitted in duplicate by the borrower to designated Authorised Dealer (AD) for all categories and any amount of external commercial borrowing (ECB). After examining conformity with the extant ECB guidelines, the AD may provide requisite details in Part F of the Form and forward one copy (within 7 days from the date of signing loan agreement between borrower and lender) for allotment of Loan Registration Number (LRN) to: The Director, Balance of Payments Statistics Division, Department of Statistics and Information Management (DSIM), Reserve Bank of India, C-8-9 Bandra-Kurla Complex, Mumbai – 400 051 
Part F: [To be filled-in by the Authorised Dealer]
We have scrutinized the related documents and confirm the following:
For RBI (DSIM) Use only
Instructions for Submitting Form 83
1. All dates should be in the format YYYY/MM/DD (e.g., 2012/01/21 for January 21, 2012).
2. No item should be left blank. In case, any item is not applicable, write ‘N.A.’ against it.
3. If space is not sufficient for giving full details against any item, separate sheet(s) may be attached to the Form and serially numbered as Annex. Each such Annex should be certified by both the borrower and AD.
4. The borrower should give a brief description of his business activity (whether in manufacturing/ trade/ provide services etc.) for the AD’s use.
5. Before forwarding the Form to the Reserve Bank of India, AD must ensure that the form is complete in all respects and scrutinise all the related original documents at its end. Incomplete Forms are liable to be rejected/returned by RBI to AD.
6. Firms/ companies obtaining sub-loans through DFIs/ FIs/ banks/ NBFCs etc. should not complete this form but approach the concerned financial institutions directly for reporting.
7. Following codes are for use in filling Part C of the Form:
Part V: Annex III
ECB - 2
Reporting of actual transactions of External Commercial Borrowings (ECB) under Foreign Exchange Management Act, 1999 (for all categories and any amount of loan)
Return for the Month of ----------
1. This return should be filled in for all categories of ECB. It should be submitted within 7 working days from the close of the month through the designated Authorised Dealer to the Director, Department of Statistics and Information Management (DSIM), Balance of Payments Statistics Division, Reserve Bank of India, C-8/9, Bandra-Kurla Complex, Bandra (East), Mumbai-400 051. If there is no transaction during a particular period, a Nil Return should be submitted.
2. Please do not leave any column blank. Furnish complete particulars against each item. In case an item is not applicable, write “N.A.” against it.
3. All dates should be in format YYYY/MM/DD (e.g., 2012/01/21 for January 21, 2012).
4. Borrowers obtaining sub-loans through DFIs/Banks/NBFCs etc. should not complete this form as the concerned financial institution would directly submit ECB-2.
5. The Company Secretary/ Chartered Accountant must scrutinise related original documents and ensure that the return is complete and in order as per ECB guidelines issued by Government/RBI, before forwarding it to RBI.
6. Loan Registration Number should be specified for all the loans approved after February 01, 2004. For earlier loans, Loan Identification Number (LIN) / Registration Number allotted by RBI should be specified.
7. If space is not sufficient for giving full information against any item, a separate sheet may be attached to the return and serially numbered as Annex.
8. Following purpose codes for use in Part C (Utilisation). 
9.Following codes for use in Part D (Debt Servicing) for source of remittance:
Part A: Loan Identification Particulars
Part C : Utilisation
C.1: Details of utilisation of drawdowns (only Principal amount) during the month:
Certificate from Company Secretary / Chartered Accountant We hereby certify that the ECB availed in terms of approval granted by Government or RBI or under approval route / automatic route is duly accounted in the books of accounts. Further, ECB proceeds have been utilised by the borrower for the purpose of ______________________________________________.
We have verified all the related documents and records connected with the utilisation of ECB proceeds and found these to be in order and in accordance with the terms and conditions of the loan agreement and with the approval granted by GoI (MoF) or RBI or under approval route / automatic route and is in conformity with the applicable ECB Guidelines.
Authorised Signatory
Name & Address
Registration No.
Place :
Date : [Stamp] ________________________________________________________________________________
Certificate by an Authorised Dealer
We hereby certify that the information furnished above with regard to debt servicing, outstanding and repayment schedule is true and correct as per our record. The drawal, utilisation and repayment of the ECB have been scrutinised and it is certified that such drawal , utilisation and repayments of ECB are in compliance with ECB guidelines
__________________________________
Signature of Authorised Dealer
Place: ______________ Name: ___________________________
Date: ______________ Designation: Telephone No. : ________________
Name & Address of Authorised Dealer: E-mail ID: _________
Part V: Annex IV (Annex to A.P. (DIR Series) Circular No. 87 dated April 17, 2004)
Form Trade Credit (TC)
I. Supplier's Credit (SC) II. Buyer's Credit (BC) III. Short-term Trade Credit (STC) (maturity period up to one year) IV. Long-term Trade Credit (LTC) (maturity period more than one year & less than three years) V. Total Trade Credit (TC) (I+II) *: or Supplier **: Please type respective code such as SC or BC; STC or LTC. ***: Petroleum Oil Lubricants (POL), Capital Goods (CG), Others (OT) Note 1: The format of the loan identification number is: TC/(Name of the Bank/branch)/(Identification No.)
Note 2: Information in column nos. 8 to 13 should be numeric only. No alphabets should be entered in those columns.
Note 3: Date format in col. No 2 is YYYY/MM/DD. For example, December 31, 2003 should be entered as 2003/12/31
Note 1: Information in column nos.1, 3 to 10 should be numeric only. No alphabets should be entered in those columns.
Note 2: Date format in col. No 11, 12 is YYYY/MM/DD. For example, December 31, 2003 should be entered as 2003/12/31
Certificate by the Authorized Dealer
1. All trade credits for imports approved by all our branches during the month------------------ have been included in this statement.
2. Related import documents (including EC copy of Bill of Entry) towards utilization of such trade credits have been verified and found in order.
3. The drawal, utilization and repayment of all trade credits approved by our branches have been scrutinized and it is certified that such drawal, utilization and repayments of trade credits
Part V: Annex V (Annex to A.P.DIR Series circular No.24 dated November 01, 2004)
Guarantees/ Letter of Undertaking/ Letter of Comfort issued/ invoked by ADs As on quarter ended ……………….
Name of the AD : Address : Contact Person: T el: Fax: e-mail:
(USD million)
Part VI: Non-resident Foreign Accounts
1) Monthly statement on remittances made from NRO Accounts (Annex I):
With a view to having access to more real time data, information on the details of remittances made by NRIs/ PIOs/ Foreign nationals out of the NRO accounts is collected on a monthly basis. AD - Category I banks are required to furnish the statement in the requisite format to General Manager-in-Charge, Foreign Exchange Department, Foreign Investments Division (NRFAD), Reserve Bank of India, Central Office Cell, Parliament Street, New Delhi 110 001 within 7 days of the end of the reporting month.
2) The accounts opened by an authorised dealer or an authorised bank in respect of individual/s of Bangladesh nationality should be reported by it to its Head Office and the Head Office of such authorised dealer/ authorised bank should forward a quarterly report containing details of Name of the Individual(s), Passport Number, Issuing Country/State, Name of the FRO/ FRRO, Date of issue of Residential Permit and validity thereof, to the Ministry of Home Affairs (Foreigners Division) on Quarterly basis”.
3) Return on non-resident deposits (Annex II): Authorised Banks maintaining nonresident deposits are required to submit detailed monthly data on non-resident deposits to the Reserve Bank of India in NRD-CSR package, the format of which is at Annex II
(available at https://rbidocs.rbi.org.in/rdocs/content/pdfs/19APDR_AN10813.pdf ). For monthly NRD-CSR submission on XBRL platform by nodal office of banks, the Reserve Bank has provided the following two alternatives:
(a) Banks can download the RBI’s NRD-CSR template by logging to the RBI’s Online Reporting web-page (http://orfs.rbi.org.in) (Path: Homepage → XBRLbased filing → (enter user name / password) → Download Returns Package → Form NRD-CSR) and use the same to generate instance document (.xml file) after entering details. The instance document can be uploaded on RBI’s XBRL page. The Reserve Bank (DSIM, CO) will provide User name and Password to all banks for NRD-CSR for this purpose.
(b) Banks can use any publically available XBRL tool in relation with their internal database and build NRD-CSR discipline prescribed by RBI, for generation of instance document (.xml file) and upload the same on RBI’s XBRL page. In addition, banks can also generate instance document in the prescribed format from their internal system, if it provides such flexibility.
Part VI: Annex I (Proforma annexed to A.P (DIR Series) Circular No. 106 dated February 18, 2014)
Statements indicating the details of remittances made by NRIs/PIOs Foreign nationals out of the NRO accounts for the month ended
Part VI: Annex II
Monthly data on non-resident deposits
Non-Resident Deposits - Comprehensive Single Return: Format for XBRL-based reporting system
1. Format of NRD-CSR
Part VII: Immovable Property
Form IPI (Annex I): A person resident outside India who has established a branch, office or other place of business in India in accordance with the Foreign Exchange Management (Establishment in India of Branch or Office or other Place of Business) Regulations, 2000, as amended from time to time, for carrying on in India any activity, excluding a liaison office, may and acquires any immovable property in India, which is necessary for or incidental to carrying on such activity is required to file with the Reserve Bank a declaration in the form IPI as prescribed by Reserve Bank from time to time, not later than ninety days from the date of such acquisition;
Part VII: Annex I
Form IPI Declaration of immovable property acquired in India by a person resident outside India who has established in India a branch, office or other place of business, excluding a liaison office
Instructions:
1. The declaration should be completed in duplicate and submitted directly to the Chief General Manager, Foreign Exchange Department, (Foreign Investment Division), Reserve Bank of India , Central Office , Mumbai – 400001 within 90 days from the date of acquisition of the immovable property.
2. This form is not to be submitted by a person resident outside India who is a citizen of India or a Person of Indian Origin (PIO) acquiring immovable property in India under General Permission in accordance with Regulations 3 and 4 of Notification No. FEMA 21/2000-RB dated May 3, 2000.
Documentation:
Certified copies of letter of approval from Reserve Bank obtained under section 6(6) of FEMA, 1999 (42 of 1999).
Part VIII: Overseas Direct Investment (ODI) Overseas investments (or financial commitment) in Joint Ventures (JV) and Wholly Owned Subsidiaries (WOS) have been recognised as important avenues for promoting global business by Indian entrepreneurs. The reporting formalities are given below: 1) Form ODI (Annex I): An Indian Party and a resident individual making an overseas investment is required to submit form ODI. 2) ESOP Reporting (a) Annual Statement shares allotted to Indian employees/ Directors under ESOP Schemes - (Annex II): This statement is required to be submitted to the Central Office of the Reserve Bank of India by the Indian Company through its AD bank. (b) Annual Statement of shares repurchased by the issuing foreign company from Indian employees/ Directors under ESOP Schemes – (Annex III): This statement is required to be submitted to the Central Office of the Reserve Bank of India by the Indian Company through its AD bank.
Part VIII: Annex I
FORM ODI
PART I
For office use only Date of Receipt ---------------- Inward No. -----------------
Section A: Details of Indian Party
[If the Indian Party is engaged in Financial sector or falls under the category of Proprietorship, Unregistered Partnership or Financial sector, please furnish the details in Item VII below].
(VII) Financial particulars of the Indian Party for the last 3 years
(Amt. in Rs. 000s)
@ In terms of Explanation to Regulation 6 (3) of Notification No. FEMA 120/ RB-2004 dated July 7, 2004
(VIII) Particulars of existing Joint Ventures (JV) and Wholly Owned Subsidiaries (WOS) already in operation or under implementation, of the Indian party and its group concerns:
Section E : Declaration by the Indian Party
(a) Whether the applicant party (ies), its promoters, directors, etc., are under investigations by any investigative/enforcement agency or regulatory body. If yes, the brief details thereof, including present stage of investigation/ adjudication / manner of disposal of the case. _______________________________________________________________ _______________________________________________________________
(b) Whether the promoter Indian party (ies) is (are) presently on Exporters' Caution List of Reserve Bank for non-realization of export proceeds or on the list of defaulters to the Banking System circulated by Reserve Bank. If so, status of the Indian party (ies): _______________________________________________________________ _______________________________________________________________
(c) Any other information relevant to this proposal, including any special benefits / incentives available in the host country for setting up / acquiring the proposed concern. _______________________________________________________________ _______________________________________________________________
(d) Wherever applicable, the Annual Performance Report, as required in terms of Regulation 15(iii) of the Notification No. FEMA 120 / RB - 2004 dated July 07, 2004, as amended from time to time, in respect of all the existing JV / WOS of the Indian party has been submitted.
I/ We hereby certify that the information furnished above are true and correct. ___________________________ (Signature of authorised official) Stamp/Seal
Place: ___________ Date : ___________ Name:------------------------------ Designation----------------------- List of enclosures:
1. 4.
2. 5.
3. 6.
Section F : Certificate by the Statutory Auditors of the Indian Party
It is certified that the terms and conditions contained in Notification No. FEMA 120/RB- 2004 dated July 7, 2004, as amended from time to time (Foreign Exchange Management (Transfer or Issue of any Foreign Security) Regulations, 2004) have been complied with by the Indian party(Name of the Indian Party) in respect of the investment under report. In particular, it is certified that:
(i) the investment is not in real estate oriented or banking business, and
(ii) the amount of foreign exchange proposed to be purchased for remittance towards the investment together with remittances for all overseas investments already made and exports and other dues capitalized / swap of shares / investment from ECB / FCCB balances for investment abroad under the Automatic Route is within the limit stipulated by the Reserve Bank from time to time. This has been verified with reference to the net worth of the Indian party (Name of the Indian Party) as on the date of last audited balance sheet, i. e.-------(date)
(iii) has complied with the valuation norms prescribed for the investment
(iv) has complied with the ECB guidelines #
(v) that the Indian party (a) has made net profits during the preceding three years, (b) has fulfilled the prudential norms of capital adequacy as prescribed by the regulatory authority concerned; (c) has been registered with the appropriate regulatory authority in India and (d) has obtained approval for the investment in financial services sector activities from the regulatory authorities concerned in India and abroad*.
Further, certified that, wherever applicable, the Annual Performance Report, as required in terms of Regulation 15(iii) of the Notification ibid, in respect of all the existing JV / WOS of the Indian party has been submitted.
Note: *Applicable only in cases where the investment is in the financial services sector (e.g. insurance, mutual fund, asset management, etc.).
# Applicable where investment is funded through ECB/FCCB balances.
(Signature of the Statutory Auditors of the Indian Party) Name of the firm, Stamp and Registration number
PART II
REPORTING OF REMITTANCES
For office use only
Date of Receipt ----------------
Inward No. -----------------
Note : ** Please indicate name of the foreign currency (FCY) as per SWIFT code. @ Please specify the other dues being capitalized viz., royalty, technical know-how fee, consultancy fees, etc.
We hereby confirm that the remittance (strike out whichever is not applicable)
i) has been allowed under the Automatic Route based on the certification given by the Statutory Auditors confirming compliance with the prescribed terms and conditions by the Indian party ;
ii) is in accordance with the terms and conditions of the approval letter issued by the Reserve Bank ; and
iii) in respect of the invoked guarantee remittance has been made after satisfying that the claim is in conformity with the terms and conditions of the guarantee issued to/on behalf of the JV/WOS abroad.
Place Date:
(Signature of authorised official of the bank)
Name : Designation : Tel. No. : FAX No :
PART III
ANNUAL PERFORMANCE REPORT (APR) (To be submitted, certified by Statutory Auditors of the Indian party, through the designated AD Category– I bank every year by June 30th as long, as the JV / WOS is in existence)
PART IV
Report on Closure / Disinvestment / Voluntary Liquidation / Winding Up of JV/WOS (To be submitted by the designated AD Category – I bank) (All Amounts in FCY, in thousands)
It is certified that (Strike out whichever is not applicable)
I. (a) the sale is effected through a stock exchange where the shares of the overseas Joint Venture (JV) or Wholly Owned Subsidiary (WOS) are listed;
(b) if the shares are not listed on the stock exchange, and the shares are disinvested by a private arrangement, the share price is not less than the value certified by a Chartered Accountant /Certified Public Accountant as the fair value of the shares based on the latest audited financial statements of the Joint Venture or Wholly Owned Subsidiary;
(c) The Indian party does not have any outstanding dues by way of dividend, technical knowhow fees, royalty, consultancy, commission or other entitlements, and/or export proceeds from the Joint Venture or Wholly Owned Subsidiary,
(d) The overseas concern has been in operation for at least one full year and the Annual Performance Report together with the audited accounts for that year has been submitted to the Reserve Bank;
(e) The Indian party is not under investigation by CBI/ED/SEBI/IRDA or any other regulatory authority in India.
Place Date:
(Signature of authorised official of the bank)
Name: Designation : Tel. No. : FAX No. :
Instructions for filling up the Form ODI
(This part should be detached and retained by the applicant)
This set of forms attempts to capture basic information relating to overseas investments by Indian parties (as defined under Notification FEMA 120/RB-2004 dated July 7, 2004, as amended from time to time).
Part I contains details of the JV/WOS, Indian Parties and the financing pattern of the overseas entity.
Part II reports remittances certified by AD.
Part III is the Annual Performance Report, which contains brief particulars of the performance of the overseas entity and
Part IV is to be used at the time of disinvestment/liquidation/winding up.
Section D of Part I is critical, since information regarding ownership structure and financing pattern have been included here. In addition to details of remittance from India, Part I must report full details of funding through SPVs / subsidiaries overseas, share of foreign partners, etc. (1) Part I (barring Section C) of the form is required to be filled up by the Indian party seeking to invest in JV / WOS overseas either under Automatic Route or Approval Route and submitted to the designated AD Category – I bank. Part I (Sections C and D) is required to be submitted, whenever the initial capital or financing structure of the JV / WOS reported to the Reserve Bank at the time of the initial remittance / approval undergoes changes by way of expansion, merger, infusion of additional capital, etc. (2) Under Automatic Route, in case of new proposals, immediately after effecting remittance, the designated AD Category - I bank should forward Part I of the form along with Part II to The Chief General Manager, Reserve Bank of India, Foreign Exchange Department, Central Office, Overseas Investment Division, (OID), Amar Bldg., Mumbai 400 001 for obtaining the Unique Identification Number.. (3) Under Approval Route, Part I of the form, after scrutiny, should be submitted by the AD Category-I bank, along with their recommendations, to the Reserve Bank at the above address. If approved, Part I of the form will be returned to the AD Category – I bank and should be resubmitted by the AD Category – I bank to Reserve Bank immediately after effecting the remittance, along with Part II of form at the address mentioned above. (4) In case of supplementary remittances, only Part II of the form, complete in all respects, is required to be submitted by the AD Category - I bank to Reserve Bank. However, if capital structure / financing pattern, etc. of the JV / WOS have changed since reporting at the time of initial investment Part I of the form (barring Sections A and B) need to be submitted along with Part II. (5) In case more than one Indian promoter is investing in the same JV / WOS, details of each such promoter should be provided in a single format by the AD designated for the JV / WOS. (6) Annual Performance Report (APR) (Part III) should be submitted online, through the designated AD bank, by June 30th every year as long as the JV/WOS is in existence. (7) All amounts of foreign currency (FCY) and Indian rupees (INR) should be in actuals only. (8) When JV / WOS is closed / wound up / disinvested / liquidated, etc., report should be submitted to Reserve Bank at the address above in Part IV of the form within 30 days of the disinvestment. (9) Reserve Bank reserves the right to put the information furnished here in the public domain. For approval by the Reserve Bank, the following documents need to be submitted along with Part I. (a) A report from the bankers of the Indian party in a sealed / closed cover. (b) The latest Annual Accounts, i.e. Balance Sheet and Profit and Loss Account of the Indian party along with the Directors’ Report. (c) Additional documents as under, if the application is made for partial / full takeover of an existing foreign concern:-
(i) A copy of the certificate of incorporation of the foreign concern;
(ii) Latest Annual Accounts, i.e. the Balance Sheet and Profit and Loss Account of the foreign concern along with Directors’ Report; and
(iii) A copy of the share valuation certificate from:
►a Category I Merchant Banker registered with SEBI, or, an Investment Banker / Merchant Banker registered with the appropriate regulatory authority in the host country, where the investment is more than USD 5 million (US Dollars Five million), and
► in all other cases, by a Chartered Accountant or a Certified Public Accountant.
(d) A certified copy of the Resolution of the Board of Directors of the Indian party/ies approving the proposed investment.
(e) Where investment is in the financial services sector, a certificate from a Statutory Auditor / Chartered Accountant to the effect that the Indian Party:
(i) has earned net profits during the preceding three financial years from the financial service activity;
(ii) is registered with the appropriate regulatory authority in India for conducting the financial services activity;
(iii) has obtained approval for investment in financial sector activities abroad from regulatory authority concerned in India and abroad; and
(iv) fulfilled the prudential norms relating to capital adequacy as prescribed by the regulatory authority concerned in India.
Overseas Investments - Proprietorship concerns / unregistered Partnership firms
Eligible Proprietorship concerns / unregistered Partnership firms may apply in Part I of form ODI through their AD Category – I bank, together with the latter's recommendations, in terms of para 4 of A. P. (Dir Series) Circular No 29 dated March 27, 2006 to the Chief General Manager, Reserve Bank of India, Foreign Exchange Department, Overseas Investment Division, Central Office, Amar Building, Fort, Mumbai 400 001.
Part VIII: Annex II
ESOP Reporting
Statement of shares allotted to Indian employees/ Directors under ESOP Schemes for the year ended March ______________ (to be submitted on the letterhead of the Indian Company / Office / Branch through their AD bank)
We, ……………………………………….... (Indian Company / Office / Branch), hereby declare that: a) M/s. ……………………………………………..………. (foreign company) has issued ………… shares to our employees / Directors under ESOP Scheme during the year as under: (i) No. of shares allotted : (ii) Number of employees / Directors who accepted shares : (iii) Amount of outward remittance (in FCY and equivalent INR, both) : b) The effective holding (direct or indirect) of the foreign company M/s. ………………………………………………..…………… in the Indian company, as on March 31, ………(Year), is ………% and c) The information furnished above is true and correct to the best of our knowledge and belief. Signature of the Authorised Official : Name : Designation : Date : To, The Chief General Manager Reserve Bank of India Foreign Exchange Department Overseas Investment Division Central Office, Amar Bldg., 5th Floor Sir P.M. Road, Fort, Mumbai 400 001
Part VIII: Annex III
ESOP Reporting
Statement of shares repurchased by the issuing foreign company from Indian employees/ Directors under ESOP Schemes for the year ended March 31, …………. (Year) (to be submitted on the letterhead of the Indian Company / Office / Branch through their AD bank)
We, ……………………………………….... (Indian Company / Office / Branch), hereby declare that: a) M/s. ……………………………………………… (foreign company) has repurchased ……….. shares, issued to our employees / Director under ESOP Scheme, during the year as under:
(i) Number of shares allotted : (ii) Number of employees/directors who sold shares : (iii) Amount Inward remittance (in FCY and equivalent INR, both) :
b) The effective holding (direct or indirect) of the foreign company M/s. ………………………………………………..…………… in the Indian company, as on March 31, ………(Year), is ………% and
c) The information furnished above is true and correct to the best of our knowledge and belief.
Signature of the Authorised Official : Name : Designation : Date :
_________________________________________________________________
To, The Chief General Manager Reserve Bank of India Foreign Exchange Department Overseas Investment Division, Central Office, Amar Bldg., 5th Floor Sir P.M. Road, Fort, Mumbai 400 001
Part IX: Trade 1) Exports (a) EDF Form (Annex I): Export Declaration Form (EDF) is used to declare export of goods from Non-EDI ports. (b) Softex form (Annex II): All software exporters are required to file single as well as bulk SOFTEX form in excel format to the competent authority for certification. (c) Advance Payments against Exports: AD Category- I banks can also allow exporters having a minimum of three years’ satisfactory track record to receive long term export advance up to a maximum tenor of 10 years to be utilized for execution of long term supply contracts for export of goods subject to conditions specified. Receipt of such advance of USD 100 million or more should be immediately intimated to the Trade Division, Foreign Exchange Department, Central Office, Reserve Bank of India. (d) AD Category –I banks are advised to efficiently follow up with the concerned exporters in order to ensure that export performance (shipments in case of export of goods) is completed within the stipulated time period. It is further reiterated that AD category –I banks should exercise proper due diligence and ensure compliance with KYC and AML guidelines so that only bonafide export advances flow into India. Doubtful cases as also instances of chronic defaulters may be referred to Directorate of Enforcement (DoE) for further investigation. A quarterly statement indicating details of such cases may be forwarded to the concerned Regional Offices of RBI within 21 days from the end of each quarter. (Annex III) (e) AD Category-I banks are required to submit quarterly reports to the Foreign Exchange Department, Reserve Bank of India, Central Office, Trade Division, Mumbai, giving details of name and address of the firm/ company in whose name the Diamond Dollar Account is opened, along with the date of opening/ closing the Diamond Dollar Account, by the 10th of the month following the quarter to which it relates. (f) AD Category - I banks are required to submit a statement giving the data on the DDA balances maintained by them on a fortnightly basis within seven days of close of the fortnight to which it relates, to the Foreign Exchange Department, Reserve Bank of India, Central Office, Trade Division, Mumbai. (Annex IV) (g) Taking into account the recommendation made by the Technical Committee on Facilities and Services to the Exporters (Chairman: Shri G. Padmanabhan), AD banks were permitted to factor the export receivables on a non-recourse basis, so as to enable the exporters to improve their cash flow and meet their working capital requirements subject to conditions as under: After factoring, the Export Factor may close the export bills and report the same in the Export Data Processing and Monitoring System (EDPMS) of the Reserve Bank of India. (https://www.edpms.rbi.org.in) (h) Follow-up of Overdue Bills: With operationalization of EDPMS on March 01, 2014, realization of all export transaction for shipping documents after February 28, 2014 should be reported in EDPMS and old outstanding shipping bills prior to March 01, 2014 should continue to be reported in XOS till completion of the cycle. (https://www.edpms.rbi.org.in) (i) AD banks should report write off of export bills through EDPMS to the Reserve Bank. (https://www.edpms.rbi.org.in) (j) EFC (Application for opening foreign currency account with a bank in India or abroad by exporters) (Annex V) (k) To facilitate e-commerce, it has been decided to permit AD Category-l banks to offer the facility of receipt/payment of/for export proceeds/imports by entering into standing arrangements with the OPGSPs. AD Category-I banks desirous of entering into such an arrangement/s should report the details of each such arrangement as and when entered into to the Foreign Exchange Department, Central Office, Reserve Bank of India, Mumbai.
Part IX: Annex I
Export Declaration Form
Part IX: Annex III
Quarterly Statement showing details of overdue Export Advances (Statement for the quarter ended ……… , 20… )
Part IX: Annex IV
Statement showing balances in Diamond Dollar Account on daily basis during the fortnight ended.........................
Name of the Bank: A.D. Code No. : 
Signature of Authorised official Stamp Date:
Part IX: Annex V
Form EFC (Application for opening foreign currency account with a bank in India or abroad by exporters)
Instructions: 1. The application should be completed in duplicate and submitted through the designated branch of a bank authorized to deal in foreign exchange in India with which the foreign currency account is to be maintained/which will monitor the account, to the Office of Reserve Bank under whose jurisdiction the exporter is located. 2. Before forwarding the application to Reserve Bank, authorised dealers should properly scrutinize it to ensure that it is complete in all respects. Documentation: 3. Exporter’s declaration duly certified by his auditors, indicating export bills realized during the preceding 3 years and the export bills outstanding beyond the due date. 4. Auditor’s certificate giving country‐wise break‐up of imports made during the preceding 3 years. 5. Certified copies of a letter from overseas bank indicating terms & conditions of the loan/overdraft/line of credit facilities offered. 6. Certified copies of Reserve Bank’s approval in respect of foreign currency loans raised giving their maturity patterns. 
2) Imports
(a) AD Category - I banks are required to submit a statement on half-yearly basis as at the end of June & December of every year, in form BEF furnishing details of import transactions, exceeding USD 100,000 in respect of which importers have defaulted in submission of appropriate document evidencing import within 6 months from the date of remittance using the online eXtensible Business Reporting Language (XBRL) system on a Bank-wide basis (https://secweb.rbi.org.in/orfsxbrl/) and monitoring & follow up is done by respective Regional Offices of RBI. The Statement should be submitted within 15 days from the close of the half-year to which the statement relates
(b) Head Offices/ International Banking Divisions of AD Category - I banks are required to submit the following statements under XBRL system:
(i) Statement on half yearly basis (end March/ end September), showing the quantity and value of gold imported by the nominated banks/ agencies/ EOUs/ SEZs in Gem & Jewellery Sector, mode of payment-wise. (Annex VI).
(ii) Statement on monthly basis showing the quantity and value of gold imports by the nominated agencies (other than the nominated banks)/ EOUs/ SEZs in Gem & Jewellery sector during the month under report as well as the cumulative position as at the end of the said month beginning from the 1st month of the Financial Year. (Annex VII).
Both the statements shall be submitted, even if there is 'Nil' position, by the 10th of the following month / half year, to which it relates.
(c) AD bank should ensure one-to-one matching in case of each Merchanting Trade transaction and report defaults if any, in any leg by the traders to the concerned Regional Office of RBI, on half yearly basis in the format as given in Annex VIII, within 15 days from the close of each half year, i.e. June and December
(d) The AD Category –I bank has to obtain a copy of invoice and airway bill from the OPGSP containing the name and address of the beneficiary as evidence of import and report the transaction in R-Return(to respective regional Office of RBI on a fortnightly basis within 7 days of the end of the fortnight) under the foreign currency payment head for NOSTRO (https://www.rbi.org.in/upload/notification/pdfs/52215.pdf) & VOSTRO (https://www.rbi.org.in/upload/notification/pdfs/52216.pdf)
Part IX Annex VI
Statement on Import of Gold for the half year ended
Name of the Bank:
Part IX: Annex VII
Name of the AD bank: ...................................................................................... Data for import of the gold by non-bank nominated /other agencies for the month of ………… during the FY …………. 
Part IX: Annex VIII
Statement on default in Merchanting Trade Transactions (MTT) for the half year ended 30th June/31st December 20….
Name and Address of the Bank: 
Part X: Guarantees
The reporting requirements in case of guarantees are listed below:
1) Invocation of Bank Guarantee/ Standby Letter of Credit for import of service:
In terms of A.P.(DIR Series) Circular No. 13 dated November 17, 2006 read with A.P. (DIR Series) circular No. 11 dated October 5, 2009, in case of invocation of the guarantee issued for import of services, the Authorised Dealer is required to submit to the Chief General Manager-in-Charge, Foreign Exchange Department, Foreign Investments Division (EPD), Reserve Bank of India, Central Office, Mumbai- 400001 a report on the circumstances leading to the invocation of the guarantee relating to import of services.
2) Statement for reporting of non-resident guarantees issued and invoked in respect of fund and non-fund based facilities between two persons resident in India (Annex I): A non-resident can guarantee fund and non-fund based facilities availed by one resident from another. A reporting format has been prescribed to capture such guarantees issued and invoked. Authorized Dealer Category-I banks are required to furnish such details by all its branches, in a consolidated statement, during the quarter, as per the format in Annex to the Chief General Manager, Foreign Exchange Department, ECB Division, Reserve Bank of India, Central Office Building, 11th floor, Fort, Mumbai – 400 001 (and in MS-Excel file through email) so as to reach the Department not later than 10th day of the following month.
Part X: Annex I
(Annex to A.P. (DIR Series) Circular No. 20 dated August 29, 2012)
Name of the AD: Contact Person Telephone Fax
Part I- Details of guarantee availed of from non-resident entities for fund and non-fund based activities for the quarter ended___________
Part X: Compounding: The compounding of contraventions under Foreign Exchange Management Act (FEMA), 1999 is a voluntary process by which an applicant can seek compounding of an admitted contravention of any provision of FEMA, 1999 under Section 13(1) of the FEMA, 1999. The Forms prescribed are given below: 1) The format of the application (Annex-I). 2) The details of irregularities whether relating to Foreign Direct Investment, External Commercial Borrowings, Overseas Direct Investment and Branch Office/ Liaison Office, as applicable (Annex-II). 3) Undertaking that the applicant is not under investigation of any agency such as DOE, CBI, etc. in order to complete the compounding process within the time frame (Annex-III) 4) Mandate and details of their bank account (Annex IV): In case the application has to be returned for any reason, the application fees of Rs.5000/- received along with the application fees is also returned. To expedite the refund of compounding fees in such cases, it has been decided to credit the same to the applicant’s account through NEFT requiring the obtaining of a mandate.
Part XI: Annex I
Format of Application Form (See Rule 4 or 5) (To be filled in duplicate and shall be accompanied by certified copy of the Memorandum issued)
1. Name of the applicant (in BLOCK LETTERS)
2. Full address of the applicant (including Phone and Fax Number and email id)
3. Whether the applicant is resident in India or resident outside India [Please refer to Section 2(v) of the Act]
4. Name of the Adjudicating Authority before whom the case is pending
5. Nature of the contravention [according to sub-section (1) of Section 13]
6. Brief facts of the case
7. Details of fee for application of compounding
8. Any other information relevant to the case
I/We declare that the particulars given above are true and correct to the best of my/our knowledge and belief and that I/We am/are willing to accept any direction/order of the Compounding Authority in connection with compounding of my/our case.
Dated : Name
(Signature of the Applicant)
Part XI: Annex II
FDI
Details to be furnished along with application for compounding of contravention relating to Foreign Direct Investment in India
• Name of the applicant • Date of incorporation • Income-tax PAN • Nature of activities under taken (Please give NIC code – 1987 / 2008) • Brief particulars about the foreign investor • Details of foreign inward remittances received by Applicant Company from date of incorporation till date
A= B+C
Please give supporting documents
Table A- Copies of FIRC with date stamp of receipt at RBI
Table B- Copies of FCGPR with date stamp of receipt at RBI
Table C – letter seeking refund/ allotment of shares- approval letter from RBI A2 form
• Copies of Balance Sheet during the period of receipt of share application money
• and allotment of shares
• Nature of contravention and reasons for the contravention ECB Details to be furnished along with application for compounding of contravention relating to External Commercial Borrowing
• Name of the applicant
• Date of incorporation
• Income-tax PAN
• Nature of activities under taken (Please give NIC code – 1987)
• Brief particulars about the foreign lender
• Is the applicant an eligible borrower?
• Is the lender eligible lender?
• Is the lender an equity holder?
• What is the level of his holding at the time of loan agreement?
• Details of
ECB
Details to be furnished along with application for compounding of contravention relating to External Commercial Borrowing
• Date of Loan agreement
• Amount in Foreign Currency and Indian Rupee
• Rate of interest
• Period of loan
• Repayment particulars
• Details of draw down
• Details of LRN Number- application and receipt
• Details of ECB 2 returns submitted; Period of return: Date of submission
• Details of Utilization of ECB in Foreign Currency and Indian Rupee
• Nature of contravention and reasons for the contravention
• All supporting documents may be submitted
ODI
Details to be furnished along with application for compounding of contravention relating to Overseas Investment
• Name of the applicant
• Date of incorporation
• Income-tax PAN
• Nature of activities under taken (Please give NIC code – 1987)
• Name of Overseas entity
• Date of incorporation of overseas entity
• Nature of activities under taken by overseas entity
• Nature of entity- WOS/JV
• Details of remittance sent- Date of remittance; Amount in FCY and in INR
• Details of other financial Commitment
• Details of UIN applied and received
• Date of receipt of share certificate
• Approval of other regulators if required
• Details of APRs submitted: For the period ended; date of submission
• Nature of contravention and reasons for the contravention
• All supporting documents may be submitted
Branch Office / Liaison Office
Details to be furnished along with application for compounding of contravention relating to Branch/Liaison Office in India
• Name of the applicant
• Date of incorporation
• Income-tax PAN
• Nature of activities under taken (Please give NIC code – 1987)
• Date of approval for opening of Liaison Office/ Branch Office
• Validity period of the approval
• Income and expenditure of the LO/BO
• Dates of submission of Annual activity Certificates
• Nature of contravention and reasons for the contravention
• All supporting documents may be submitted
Part XI: Annex III
UNDERTAKING (On the letterhead of the applicant)
*I/We _________________ (Name of the applicant) hereby confirm/declare that I/we am/are not under investigation of any agency such as Directorate of Enforcement, CBI etc.
OR
*I/We _________________ (Name of the applicant) hereby confirm/declare that I/we am/are or was/were under investigation of any agency such as Directorate of Enforcement, CBI etc. and the details are given in the Annex ( * Strike out one) Signature of the authorised signatory
Part XI: Annex IV
ELECTRONIC CLEARING SERVICE (ECS) MANDATE FORM
to success.