Analysis of Single Master Form and The Firm (Foreign Investment Reporting and Management System) By CS Divya Jain


CS Divya Jain
Associate Partner

SR & Associates, Company Secretaries
www.csravibhushan.com

Introduction
 
In alignment with the Indian Government’s continuing efforts to bolster foreign investment and ease of doing business in India, the Reserve Bank of India (RBI) issued an important circular A.P. (DIR Series) Circular No.30 on 7th June, 2018 with the aim of simplifying reporting under the Foreign Exchange and Management Act, 1999 (FEMA).

Through the said Circular, RBI announced two new major developments in the extant reporting structure of various types of foreign investment in India. These are:
 

Forms

Particulars

Timeline

Single Master Form (“SMF”)

Integrates the reporting requirements for Foreign Direct Investment (FDI) in India, irrespective of the Instrument through which Foreign Investment is made.

To be made available w.e.f. 1st August 2018

Entity Master Form (“EMF”)

One-time reporting of all form of foreign investment in all Indian Entities

To be filed online between 28th June 2018 and 12th July 2018


In order to implement the announcement, RBI has introduced an online application: FIRMS (Foreign Investment Reporting and Management System) which would provide for the SMF. The application is made available online in two phases:
 
1st phase- the first module viz. the Entity Master- available to the public for data entry from June 28, 2018 (1:00 pm) till July 12,2018. (Dealt with in detail at a later stage)
 
2nd phase- the second module viz. containing 9 reports would be made available online w.e.f. 1st August, 2018. With the implementation of SMF:
 
  • The reporting of FDI, which is presently a two-step procedure viz., ARF and FC-GPR would be merged into a single revised FC-GPR.
  • Reporting of indirect foreign investment through form DI and reporting of inflows in investment vehicles through Form InVi.
  • The reporting in FC-TRS, LLP-I, LLP-II, ESOP, DRR and CN would also be made in SMF only.
 
DETAILED ANALYSIS OF 1st MODULE-Entity Master Form (EMF)
 
  • Definition of ‘Entity’
  • A Company within the meaning of Section 1(4) of the Companies Act, 2013;
  • A Limited Liability Partnership (LLP) registered under the Limited Liability Partnership Act, 2008;
  • A startup which complies with the conditions laid down by Department of Industrial Policy and Promotion.
 
Disclosure requirement:
 
Entities shall provide data with respect to all foreign investments received, irrespective of the fact that the regulatory reporting to the Reserve Bank for the same has been made or not and whether the same has been acknowledged or not.
 
  • Process Flow for Entity Master
  • ENTITY USER” REGISTRATION PROCESS
 
  • Every Company has to authorise one person who shall register an Entity Master of FIRMS application. He/she shall be the sole person authorized to add/update the foreign investment details of an Entity in the Entity Master and would be entirely responsible for the data entered. (Format of the authority letter provided by RBI).
  • One entity can have only one entity user. If the entity wishes to change the Entity user, it may contact RBI helpdesk.
  • One person can also be an entity user for more than one entity. However, the person has to obtain separate registrations for the same as the registration is entity specific.
  • The user should provide their own PAN No. (not the PAN No. of the company).
  • Authority Letter submitted by the entity user will be verified by RBI and after RBI’s approval, the user will receive the password on their registered email ID from RBI email ID autoreply-fid@rbi.org.in.
 
CREATION OF ENTITY MASTER
 
Step 1: Logging on to the Entity master
Step 2: Filling Entity particulars
Step 3: Filling Foreign Investment in Company/LLP
 
  • Enter all Foreign Investment received by the entity since the date of incorporation. Details of each Issue / transfer (and not investor wise) have to be filled in this page, one after the other.
  • If Company:
Paid-up Capital of the Company on a fully diluted basis (where paid up capital on fully diluted basis= paid up shares on fully diluted basis * face value) in INR.
Where,
Fully diluted basis means the total number of shares that would be outstanding if all possible sources of conversion are exercised. It includes:
  1. Equity shares: As equity shares
  2. CCDS/ CCPS: Equivalent Equity shares (maximum)
  3. Share warrants: Equivalent Equity shares considering 100% exercise upfront
  4. ESOPs: Equivalent Equity shares considering 100% exercise upfront
 
Note: If a start-up company has issued, convertible notes the same shall not be included in the paid-up capital on fully diluted.
 
  • If LLP:
Total Capital contribution in LLP (in INR)
 
  • The entity should also report indirect foreign investment received by it.
 
IMPORTANT NOTES:
 
  1. The entity shall provide the details of all foreign investment as on date on an aggregate level. This will also be inclusive of all foreign investment, irrespective of the fact that the regulatory reporting to RBI for the same has been made or not or whether the same has been acknowledged or not.
  2. In case the entity has received foreign investment and is willing to make the filing in the Single Master Form, being made available from August 01, 2018, the same shall not be included in the foreign investment details.
  3. In case a company that has created the entity master, allots shares which are not reported in the Entity Master and reports the same on e-biz, the company has to update the entity master at ‘Foreign Investment in Company / LLP’ and ‘Foreign Investment Info’)
 
Step 4: After all the issues/transfers have been added, click the declaration check box to enable submission of the entity master.
 
Step 5: Submit the form. Once the details have been submitted it will be available on the Entity Master page.
 
OTHER POINTS TO REMEMBER
  1. All details must be provided in one go.
  2. Only when all the mandatory fields have been filled, the submit button is enabled.
  3. The RESET button will resent the complete form.
  4. Once the details have been submitted the Entity user can modify the details.
  5. The onus of the integrity of the data entered is on the Entity user.
HELPDESK:
E-mail: helpfirms@rbi.org.in
Telephone Number (022 – 22601000 - Extn: 2617).

NON-COMPLIANCE WITH EMF:

Indian entities not complying with this pre-requisite will not be able to receive foreign investment (including Indirect Foreign Investment) and will be non-compliant with Foreign Exchange Management Act, 1999 and Regulations made thereunder.
The EMF is, in essence, a diligence check being undertaken by the RBI on all Indian entities which have any form of foreign investment to ascertain whether they have complied with reporting requirements under FEMA till date.

RBI has initiated the EMF with the intent to consolidate all historical data of all form of foreign investment in all Indian entities in one single form (the EMF) and on one single platform (online).

The integration of the extant reporting structures is a positive move made by RBI to simplify and rationalize reporting for foreign investment in India. It is also aimed at ensuring that there are consistency and accuracy of data on foreign investments reported.

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