Foreign Investment in India: Reporting in Single Master Form By CS Shubham Katyal


Dear Professional Colleagues,

The Reserve Bank of India (RBI’), with the objective of integrating the various reporting structures of foreign investment in India, has introduced a Single Master Form (SMF). The SMF would be required to be filed online and would provide a facility for reporting total foreign investment in an Indian entity. SMF would substitute the requirement of individual reporting’s currently being done through Form FC-GPR, FC-TRS, LLP-I, LLP-II, ESOP, CN and DRR.

 
The requirement of submitting the annual statement of foreign liabilities and assets (‘FLA’) with RBI by 15 July of every year, shall, however, continue.
 
Prior to the implementation of SMF, RBI would provide an interface to the Indian entities to input the data on total foreign investment in a specified format called Entity Master File (EMF). The interface is available on RBI’s website (www.rbi.org.in) from June 28, 2018 to July 12, 2018.
 
Indian entities not complying with this pre-requisite will not be able to receive foreign investment and will be considered non-compliant with Foreign Exchange Management Act, 1999 and regulations made thereunder.   
 
FIRMS Application (Foreign Investment Reporting and Management System)
 
FIRMS would be made online in two phases. In the first phase, the first module viz., the Entity Master, would be made available online. Instructions in this regard were already issued through A. P. Dir. Series Circular No. 30 dated June 07, 2018.
 
In the second phase, the second module containing 9 reports would be made available with effect from August 01, 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. The SMF also introduces reporting of indirect foreign investment through form DI and reporting of inflows in investment vehicles through Form InVi.

Entity Master (User Manual)
 
1. Who is an 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 in Notification No. G.S.R 180(E) dated February 17, 2016, issued by Department of Industrial Policy and Promotion, Ministry of Commerce and Industry, Government of India
2. Process Flows

2.1 Schematic representation of Entity User Registration and Entity Master

3. Process flow for Entity Master
 
3.1 Entity User

  • An Entity User is a person authorized by the entity (company/ LLP/startup) to register an entity in the Entity Master of FIRMS application.
  • The Entity User would be the sole person authorized to add/update the foreign investment details of an Entity in the Entity Master and would be entirely responsible for the data entered.
  • One entity can have only one entity user. If the entity wishes to change the Entity user, it may contact RBI helpdesk, the details of which are available under “Contact Us”.
  • 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.
4. Registration for an Entity User
 
4.1 Pre-requisites

  • Authority letter: The entity may issue an authority letter, in the format as given at Annex (attached below) to the identified personnel authorizing him/her for registering as an Entity user for the entity.
The Entity user may keep ready all details of foreign investment in the entity.
 
4.2 Registration Process

  • Uniform Resource Locators (URL) of the application is https://firms.rbi.org.in
  • The person, for registering as Entity User, may access the login page of the FIRMS application using the above URL on the internet.
4.3 Landing page for Registering an Entity User
 
Creation of new Entity user:

Step 1: Click on the Registration form for New Entity User
Step 2: A pop-up box showing Entity User Registration form opens.
Step 3: Fill all the details in the Entity User Registration Form.
 
4.5 Field Descriptions

The fields in the Entity User Registration Form are described in the table.

Step 4: Click on Submit button after filling all the details.

Step 5: Message “Record Saved Successfully” pops up. The user has created its user ID.

Authority Letter

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.

Step 1: Enter User Name and Password as provided to the User in the email from RBI and click Login. The user would be asked to change his/her password upon the first Login.

4.6 Change Password

Step 1. The Change Password window will be displayed.
Step 2. Enter your old password in the Old Password field and new password in the New Password field.
Step 3. Re-enter the new password to confirm it and click continue.
 
5. Entity Master

5.1 Logging on to Entity Master

Enter your username and new password.
 
5.2 Entry in Entity Master:

On successful login, the home page (dashboard) is displayed.

Step 1: Click on the top - left option button to open Menu.

Step 2: Click on the Master Setup under Menu. Then click Entity Master.
 
5.3 Entity Details

Step 3: Click ADD button.

Step 4: Click Entity Details tab

Step 5: Click Particulars Tab
 
Step 6: Click Foreign Investment in Company / LLP Tab.
 
(a) 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
 
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.
To report only Capital Instruments held by a person resident outside India on a repatriable basis
 
(b) If LLP:

Total Capital contribution in LLP (in INR)

(c) Foreign Investment
 
  • The entity should also report indirect foreign investment received by it.
  • The entity shall provide the details of all foreign investment as on date on an aggregate level as below. 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.
  • 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
Step 7: Click Foreign Investment Info tab :
 
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 i.e. After entering the details of one issue user should click the Add Button (top right corner of the screen) and add the details of the next issue/transfer.)
 
The fields in the Foreign Investment Info tab are described in the table.

(Note: 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’)
 
5.4 Declaration

Step 8: After all the issues/transfers have been added, the user will have to click the declaration check box to enable submission of the entity master.
 
5.5 Submission

Step 9: Only after the declaration is checked, the entity user can submit the details.
Once the details of the company have been submitted it will be available on the Entity Master page.

6. Important Notes for Entity Master

6.1 All details must be provided in one go.
6.2 Only when all the mandatory fields have been filled, the submit button is enabled.
6.3 The RESET button will reset the complete form.
6.4 Once the details have been submitted the Entity user can modify the details.
6.5 The onus of the integrity of the data entered is on the Entity user.
 
7. Contact

Helpdesk for FIRMS to receive queries from stakeholders regarding entries to be made in FIRMS or to raise any issues encountered while creating/ updating the Entity Master.

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

 
Annexe

LETTER OF AUTHORIZATION
(ON THE ENTITY’s LETTERHEAD)
 
Date
The Chief General Manager-in-Charge
Foreign Exchange Department
Reserve Bank of India
#Central Office/ Regional Office
^----------------

Dear Sir,
Sub: Letter of Authorization for the creation of Entity User in FIRMS
 
We hereby authorize Shri. / Smt. / Ms. ____________________________________________________
(Name and Designation) holding Permanent Account Number (PAN) ____________________ (copy to be attached) to register as the Entity User for submission of information in the Entity Master of the Foreign Investment Reporting and Management System (FIRMS) on behalf of our company/ LLP named ______________________________________, having registered office at _________________________ and PAN_____________________.
 
The CIN/ LLPIN is _________________/Company/LLP is not required to obtain CIN/LLPIN
 
1.We also authorize Shri. / Smt. / Ms. ________________________________________________ (Name of Authorized Representative) to make declarations and to submit documents, wherever required, on our behalf. These declarations and submissions are made towards the requirement of the Foreign Exchange Management Act, 1999 and any other applicable laws that may be in force.
 
2. We further confirm that we are liable for and bound by all acts of commission and omission by the authorized representative. All acts committed by the above-authorized representatives shall be treated as if these acts were committed by the company/ LLP.
 
The Specimen signature of Shri. / Smt./ Ms. -----------------------------------------------------Authorized representative) is attested below:
 
------------------------------------------------------- (Specimen Signature of authorized representative)
 
Yours faithfully
Signature of Managing Director / Director / Secretary of the Company / Designated Partner (in case of LLP)
 
Name:
Designation:
Date:
DIN / Registration Number of Secretary / DPIN of Partners:
Seal of the signing authority:

Hope this write-up was helpful to you smile

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