FLA Return - Foreign Liabilities and Assets Annual Return [CS Hera Siddiqui]



FLA (Foreign Liabilities and Asset) return is a return filed with RBI on annual basis depending on the applicability of certain provisions of Foreign Exchange Management Act, 1999 (FEMA) on below entities:

a) Any entity which has received Foreign Direct Investment (FDI) whether in terms of shares and/or External Commercial Borrowing (ECB); and/ or

b) Any entity which has invested in any foreign company either through a Joint Venture (JV) or Wholly Owned Subsidiary (WOS) i.e. known as Overseas Direct Investment (ODI).

In other words, if any entity holds foreign assets or/and liabilities in its balance sheet, it shall file Foreign Liabilities and Asset (FLA) Return with Reserve Bank of India (RBI).

Further even if an eligible entity has not received any fresh FDI and/or made ODI in the latest year but the company has outstanding FDI and/or ODI, then that entity would be still required to file FLA.

1.Introduction

As more companies involve themselves with foreign investments, the importance of the Foreign Exchange Management Act (FEMA) regulations and their compliance becomes a major part of the companies’ operations. FLA annual return are one of the compliances that have to be met by the companies that are involved with FDI (Foreign Direct Investments) or companies who invest in foreign companies either via joint venture or wholly owned subsidiaries, also termed as Overseas Direct Investment (ODI).

FLA annual return should cover all the foreign investments made by the company and/or to the company and it must be directly submitted by the company to the Reserve Bank of India.

2.Who needs to file FLA Annual Return?

The regulation under FEMA, 1999 requires any company who has either made ODI or received FDI, to file the FLA annual return. The companies have to report the current financial year’s FLA as well as the previous year(s) assets and liabilities. In the case where a company does not have any foreign assets or liabilities for the current year but has outstanding FDI or ODI from the previous year(s), it must file the FLA annual return indicating their outstanding assets or liabilities.

The FEMA regulations also require partnership firms to file FLA annual return if they have received FDI or made ODI. In the case of partnership firms, the RBI will issue a dummy CIN upon its request which will be used only for the filing of FLA annual return. In case a dummy CIN has already been issued, the partnership firm will use the same for the filing of the FLA return.

3.Filing of FLA return

The prescribed method of filing of FLA annual return is via an excel sheet. The filing of the FLA annual return has to be done before the 15 of July of the respective year and must include data of FDI or ODI received or made by the company respectively for any previous year(s) and the current year. The form is to be mailed by any authorised member of the company from their email ID to the official email ID of the RBI i.e. fla@rbi.org.in. The members of the company authorised to file the FLA return are Company Secretary, Chief Financial Officer, and Directors.

The details filed must comprise of the financial details as well as other required details in accordance with the companies audited accounts. In case the company does not have their accounts audited before 15 July, the company is to file the FLA return according to the unaudited accounts and have their accounts audited thereafter. After the audit, if there are any changes regarding the details filed, the company has to file another form with the updated details before the last day of September of the same year i.e. 30th September.

After the filing of the FLA return, an acknowledgement mail will be sent by the RBI to the email ID of the authorised person. The format for the filing of the FLA return can be found on https://www.rbi.org.in/Scripts/BS_ViewFemaForms.aspx. Queries may be addressed by sending an e-mail to fla@rbi.org.in.

4. Important points to be kept in mind for filing FLA return

  • In case the company does not file the FLA return within the given time, the company will be liable to pay a penalty of thrice the sum involved in the contravention. In case it is not quantifiable, then a penalty of Rs 2,00,000 will have to be paid by the company. If the contravention is continuing, a penalty of Rs 5,000 per day will have to be paid by the company.

  • The Due date for the filing of FLA return is on 15 of July of that year. In case the FLA return filed is based on unaudited accounts, a revised form has to be filed based on audited accounts before the end of September of the same year.

  • The regional offices of RBI have the power to compound contraventions without any limit. This, however, does not apply to the regional offices of Kochi and Panaji.

5. Companies exempted from filing FLA return

  • Companies that have only issued shares on a non-repatriable basis to the non-residents of India are exempt from filing FLA return.

  • Companies who do not have any outstanding balance of FDI or ODI by the end of the financial year are exempt from filing FLA return.

  • Companies that have only received share application money and have not received any FDI or not made any ODI, are exempt from filing FLA return.

6. How to Start Filing the FLA Return?

Once you login, the Homepage will be displayed and on the left-hand side you will find an option 'FLA ONLINE FORM'. Click on FLA Online Form and then you will find an option 'START FILING FLA FORM'. Click on the Start Filing FLA Form the Form will be displayed and you are ready to enter the details as applicable to your Company.

7. Division of FLA Return

The FLA Return is divided into 5 Section (i.e., Section I to Section V). The details of the Section are explained below: -

SECTION I: IDENTIFICATION PARTICULARS

This section includes the identification details of the company. Some of the details required in this section are name of the company, PAN, CIN, Name of contact person, e-mail id, mobile no, nature of business, company listed or not, etc.

SECTION II: FINANCIAL DETAILS

This Section requires details of the Financials of the Company. For this section we must have our financials ready, to enter the correct and exact data as on the end of the FY. The details required in this section are Total Paid-up Capital of Indian Company, Profit & Loss, Reserve & Surplus, Sales and Purchase made during the FY etc.

SECTION III: FOREIGN LIABILITIES

This Section requires details of the Investment Made in India (i.e., FDI). Some of the details are Investment in India under Foreign Direct Investment (FDI) scheme (10% or more Equity Participation), Investment in India under Foreign Direct Investment (FDI) scheme (Less than 10% Equity Holding), Portfolio Investment in India etc.

SECTION IV: FOREIGN ASSETS

This Section requires details of the Overseas Direct Investment (i.e., ODI). Some of the details are Overseas Direct Investment (10% or more Equity holding), Direct Investment Abroad (Less than 10% Equity holding), Portfolio Investment Abroad etc.

SECTION V: VARIATION REPORT

This Section is basically an Auto filled Section. It means we do not need to enter any data in this Section. It will automatically reconcile data from the rest four sections filled earlier as applicable to the company. And being the last Section, we need to click on the 'Submit Return' Option for final submission of the FLA Return for such particular FY. Acknowledgement will be received on your Email Id for successful submission of the return.

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