USER MANUAL FOR SINGLE MASTER FORM-

FIRMS

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 Index

1. Introduction………………………………………………………………....3

2. Abbreviations and Definitions…………………………………………......4

3. Process Flow………………………………………………………………..7

4. Registration for Business user…………………………………………….9

5. Logging into FIRMS………………………………………………………..14

6. Form filing and Submissions

…….FC-GRP……………………………………………………………….15
…….FC-TRS…………………………………………………………….....37
…….LLP-I…………………………………………………………………...53
…….LLP-II…………………………………………………………………..63
…….CN……………………………………………………………………..74
…….ESOP………………………………………………………………….83
…….DI………………………………………………………………………93
…….DRR…………………………………………………………………..100
…….InVi……………………………………………………………………108
7. Shareholding Pattern-An explanation………………………………… 114
8. Processing at AD level…………………………………………………...115
9. Instruction set to AD banks………………………………………………119

10. Contact us……………………………………………………………........121

Introduction………………………………………………………………....3

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 FIRMS Application

Foreign investment in India - Reporting in Single Master Form

1. Introduction

1.1The Reserve Bank, in the First Bi-monthly Monetary Policy Review dated April 5, 2018
announced that, with the objective of integrating the extant reporting structures of various
types of foreign investment in India, it will introduce a Single Master Form (SMF)
subsuming all the existing reports.

1.2 In order to implement this announcement, the Reserve Bank is introducing an online
application, FIRMS (Foreign Investment Reporting and Management System), which
would provide for the SMF.FIRMS would be made online in two phases. In the first phase,
the first module viz., the Entity Master, was made available online. Instructions in this
regard were already issued through A. P. Dir. Series Circular No. 30 dated June 07, 2018
(https://rbi.org.in/Scripts/BS_CircularIndexDisplay.aspx?Id=11297).

1.3 In the second phase, the second module is being made available with effect from
September 01, 2018. With the implementation of SMF, the reporting of FDI, which is
presently a two-step procedure viz., ARF and FC-GPR is merged into a single revised
FC-GPR. With effect from September 01, 2018, five forms viz., FC-GPR, FC-TRS, LLP-
I, LLP-II and CN were being made available for filing in SMF. The other three forms viz.,
ESOP, DI, and DRR are being made available for filing with effect from October 23, 2018.
With effect from September 01, 2018, all new filings for the 5 forms and other three forms
viz., ESOP, DRR and DI with effect from October 23, 2018 have to be done in SMF only.
Form InVi has been made available for filing in SMF with effect from February 05, 2019.

1.4 The first module was made available to the public for data entry between June 28 (at
1:00PM) and July 12, 2018. The date was extended till July 20, 2018. For those
companies which could not register within the stipulated time period may register for the
entity master with effect from September 01, 2018. However, they shall provide the
reasons for not making registration within the time period along with the authority letter.
(Please see the user manual for entity master)

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2. Important Abbreviations and Definitions

Abbreviations
Abbreviation Description
NDI Rules, 2019 Foreign Exchange Management (Non-
Debt Instruments) Rules, 2019 dated
October 17, 2019 and as amended from
time to time.
FEMA 395 Foreign Exchange Management (Mode
of Payment and reporting of Non-Debt
Instruments) Regulations, 2019 dated
October 17, 2019 and as amended from
time to time.
FEMA 20(R) Foreign Exchange Management
(Transfer or issue of security by a person
resident outside India) Regulations,
2017 dated November 07, 2017 and as
amended from time to time.
FIRMS Foreign Investment Reporting and
Management System
SMF Single Master Form
AD Bank Authorized Dealer Bank
BU Business User
EM Entity Master
LLP Limited Liability Partnership
CN Convertible Notes
ESOP Employee Stock options
DR Depository Receipts
ADR American Depository Receipts
GDR Global Depository Receipts
DI Downstream Investment
InVi Investment vehicle

Definitions

1. FIRMS: An online reporting platform for reporting of foreign investment in

India in SMF. FEMA 395 prescribes for the reporting of foreign investment
in India through various returns. FIRMS provides a one stop shop, 24*7
online reporting facility for the applicant.

2. SMF: A master form which provides for the reporting of 9 forms for foreign
investment viz., FC-GPR, FC-TRS, LLP-I, LLP-II, CN, DRR, ESOP, DI, InVi. With
effect from September 1, 2018, five forms viz., FC-GPR., FC-TRS, LLP-1, LLP-II

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 and CN were made available. Other three forms viz., ESOP, DI and DRR are being
made available for filing with effect from October 23, 2018. Form InVi is available
for filing with effect from February 05, 2019.

3. Business User: The applicant reporting the for the transaction in Single Master
form at FIRMS. A BU can use his login credentials for only the entity that has
authorized him/her to report the transactions. If the person wants to act as a BU
for another entity, he must register himself separately. Further, at the time of
registration, BU has to select the IFSC code of the bank which would approve the
eKYC (explained under the head “Registration of Business User”) and the
reporting would be made in SMF. In case the IFSC details are changed i.e. BU
wishes to submit the reporting to another branch or another bank, the entity being
the same, he/she needs to repeat the registration process for Business user with
the new IFSC code and obtain separate Login.

4. E-KYC: Every business user has to be eKYC verified before any reporting can be
made in the Single Master Form. This would ensure that only genuine Logins are
made available in the FIRMS application. All eKYC would be verified by the AD
banks.

5. KYC: Know Your Customer: For the remittance received from the non-resident
investor, the KYC of the same is to be provided along with the forms in SMF as
and where applicable and indicated. The format of the KYC is as below:

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 Format for- Know Your Customer (KYC) Form in respect of the non-resident
investor

Registered Name of the Remitter / Investor

(Name, if the investor is an Individual)
Registration Number (Unique Identification
Number* in case remitter is an Individual)
Registered Address (Permanent Address if
remitter is Individual)
Name of the Remitter’s Bank
Remitter’s Bank Account No.
Period of banking relationship with the
remitter*

* 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 Authorized Official of the AD bank receiving the remittance)

Date :

Place :

Stamp :

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3. Process flow in SMF-FIRMS

Legend
SS – Scrutiny Sheet

TM – Transaction Master

EM – Entity Master (investee)

BU – Business User (return filer)

FIRMSBU – portal for AD/RBI users (accessed via “fed.rbi.org.in”)

FIRMS – portal for public (accessed over internet via firms.rbi.org.in)

For Business user registration

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For Filing forms in SMF-FIRMS application

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4. Registration for Business User.
Step 1. Go to the FIRMS website at https://firms.rbi.org.in

Step 2. At the Login box, click on Registration form for New Business User.

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Step 3. Fill up the details in the popped up registration form for BU as below
Field Name Description
First Name First Name of the BU
Middle Name Middle Name of the BU
Last Name Last Name of the BU
User Name User name for the BU. It shall be unique.
Email Email ID of the BU
Confirm email Email ID of the BU
Phone No Mobile No of the BU.
Address Correspondence Address of the BU
Whether the Business Select YES or NO.
user is for InVi Form If yes is selected , the CIN/LLPIN details of
investee company is NOT required as form
INVi is for reporting foreign inflows in an
Investment vehicle and not foreign
investment in an Entity.

If NO is selected, CIN/LLPIN of the

investee company is required for making
registration.
IFSC code Select the IFSC code of the Bank branch to
whom the reporting would be made. This
field shall be carefully selected so that the
reporting is made to the correct branch of
the bank. The applicant shall be versed
with the working model of his/her bank for
the foreign investment reporting in terms of
the branches which are operating for the
approval/rejection of the reported forms in
the FIRMS application. Not all branches are
incorporated in the FIRMS application, but
only those as specified by the respective
bank.

If the applicant is unable to find its

respective branch under the IFSC code,
he/she may contact its branch for
clarification on this issue.
Bank name Auto-populated as per the IFSC code
selected
Authority letter- Attachment in the specified format for
Attachment Authority letter. It is common for all forms

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 filing in SMF. Attach PAN card of the
individual registering as a Business User
Company CIN/LLPIN Select the CIN or LLPIN of the entity of
which the foreign investment is being
affected i.e. the Indian investee company.
PAN Number Auto-populated based upon CIN/LLPIN
selection
Entity name Auto-populated based upon CIN/LLPIN
selection

Step-4. Click Submit button. In case any error is displayed, rectify the same and click
Submit button.
Step 5: A Message “Record Saved Successfully” is displayed at the top of Login box. This
message intimates that the form has been submitted for processing and is not equivalent
to approval.
After BU submits the registration form, the same will have to be verified by the AD
Bank Branch concerned .The approval/ rejection of the same would be
communicated through email notification to the BU.
Note: Unlike Entity user registrations, Business user registration is processed at AD
bank level, who’s IFSC has been selected at the time of registration.
If the error faced at the time of registration is “username already exists”, use a
different username and submit.
Board Resolution is not required at the time of BU registration. Only the authority
letter in the specified format is necessary.

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Format of the Authority letter

LETTER OF AUTHORIZATION
(ON THE ENTITY’s LETTER HEAD which would be registering itself as Business
User for making filing in SMF-FIRMS)

(Where the Business User is filing the SMF in the capacity of an individual, the
authority letter need not be on the Entity’s letterhead.)

The Chief General Manager-in-Charge Date

Foreign Exchange Department
Reserve Bank of India
# Regional Office

^----------------

Dear Sir,
Sub: Letter of Authorization for filing in FIRMS application

We hereby authorize Shri. / Smt. / Ms.

____________________________________________________
(Name and Designation) holding Permanent Account Number (PAN)
____________________ (copy to be attached) to register as Business user for
submission of returns in Foreign Investment Reporting and Management System
(FIRMS) on behalf of our company/ LLP/ investment vehicle named/ as an individual
______________________________________, having registered office at
_________________________ (not applicable for individual ) and
PAN_____________________.
#The CIN/ LLPIN/ SEBI registration number (for Investment vehicle) is
_________________/Company/LLP is not required to obtain CIN/LLPIN. (Not
applicable for individual)

2. 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.

3. 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.

4. The Specimen signature of Shri. / Smt./ Ms. -----------------------------------------------------

Authorized representative) is attested below:

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------------------------------------------------------- (Specimen Signature of authorized
representative)

5. Associated bank account of the entity/individual/ investment vehicle with the AD bank
____________________________________ (account number) and name of the
authorized signatory for this account is
_____________________________________.

6. The specimen signature of the authority signatory is as below

______________________________________ (signature of the authorized signatory for

the bank account)

Yours faithfully

Signature of Managing Director / Director / Secretary of the Company / Designated

Partner/ (in case of LLP) Investment manager or Sponsor for Investment vehicle (may
self- authorize for individual)

Name:
Designation:
Date:
DIN / Registration Number of Secretary / DPIN of Partners:
Seal of the signing authority:

# Strike out whichever is not applicable

^Indicate the location of RBI Regional Office

Notes:
The format of the authority letter is same for all business user registrations and for all
applicants viz., Company, LLP, Individual or Investment Vehicle
The authority letter for individuals need not be on any letterhead
CIN/LLPIN is not required for individual or investment vehicle
This authority letter is for business user registration only. The authority letter for Entity
user is different, as specified in user manual for entity master

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5. Logging into FIRMS
Step 1: Go to the FIRMS website at https://firms.rbi.org.in

Step: 2 Enter User Name and default password as provided via email notification. Enter
captcha and click submit. Please do not copy paste the password, instead type the same.
If the wrong password is provided, the account will be locked after three failed attempts.

Step 3: Upon first Login, BU would be prompted to change the password through a pop-
up window. Enter the details and submit. Upon success, Message “Password changed
successfully” would appear on the Login Box.

Step 4: Enter user name, new password and captcha in the Login Box and click submit.
The user would be taken to his/ her workspace.

Upon subsequent logins, the BU may enter username, password and captcha in the Login
box and click submit. The user would be taken to his/ her workspace.
Using forgot password:
In case the user forgets his /her password, the following steps shall be followed.
Step 1: Click on forgot password in the Login Box.

Step 2: Enter the username and registered email id in the pop up window and click submit.
An email would be sent to the email id with the default password. The user shall check its
registered email id for the new default password and follow the steps under the head
“Logging into SMF” for logging into SMF

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6. Form Filing and Submission
FC-GPR:
Step 1: Login into SMF and reach your workspace.

Click on the left navigation button and select Single Master Form.

Step 2: Click on drop down menu “Return Type”. Select “Form FC-GPR” and click on Add
new return. The user will be taken to form FC-GPR.
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Field Name Description
CIN Pre-filled, non-editable as per the BU
registration details
Company name Pre-filled, non-editable as per the BU
registration details
PAN number Pre-filled, non-editable as per the BU
registration details
Application date Pre-filled, non-editable , system date
Entry Route* Select Automatic or Government as
applicable for the investment being reported.
In case the Government route is selected
attach the requisite Government approvals.

Clarification: where the company belongs to

a sector with mixed entry routes, for example
brownfield pharmaceuticals where up to 74%
is under automatic route and beyond up to
100% under Government route. If the
investment being reported is under 74%. The
entry route selected shall be automatic and in
case the investment being reported would
result into foreign investment beyond 74%,
the entry route selected shall be government
with relevant government approvals
attached.
Applicable Sectoral cap/ Statutory Applicable sectoral cap as per FEMA 20(R).
ceiling*

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 Clarification: where the company belongs to
a sector with mixed entry routes, for example
brownfield pharmaceuticals where up to 74%
is under automatic route and beyond up to
100% under Government route, the
applicable sectoral cap would be 100%.

Whether the foreign investment Select Yes or No as applicable.

received is for a specific project/ If yes is selected , fill up the details as below:
manufacturing unit/ plant?
PIN Code Enter the PIN code
and click on arrow.
If the PIN code is
not available, enter
the nearby PIN
code
State Pre-filled as per
PIN code
(editable)
City/District Enter the
city/district
(editable)
Brownfield/Greenfield Enter brownfield or
greenfield as
applicable for the
investment.

The complete form is arranged into two parts, Common Investment details and “Form FC-
GPR” which is further arranged into 5 tabs.
(Common Investment details: These details are common to all returns that can be
reported in SMF.)

Step 3: Fill up the common investment details as below:

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Step 4: Fill up the details in form FC-GPR as below:
Step 4.1: Tab 1: Issue details

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Field name Description
Date of issue The date on which the capital instruments have been
allotted persons resident outside India pertaining to
instant reporting
Nature of Issue The nature under which the capital instruments have
been issued, which can be one of the following :
1. Preferential allotment/ Private
placement/ Private arrangement

2. Rights

3. Bonus

4. Merger/ demerger /Amalgamation

……along with attachment of relevant
approvals from the competent authority.
This also includes cross border mergers
which requires filing of FC-GPR as per
Foreign Exchange Management (Cross
Border Merger) Regulations 2018.

5. Subscription to Memorandum of
Association (MoA). Attach the relevant
extracts as “other attachments”

6. Conversion of Convertible
notes…..along with the reference
number/identification number for the form
CN filed for the issuance of Convertible
notes. Where the CN form is filed through
physical filing, the same may be
mentioned in the reference
number/identification number field with
the copy of acknowledgement letter/
application made as “other attachments”
of the form in tab 5. If the form CN has not
been filed by the applicant for the
issuance of Convertible notes, the same
may be declared as a separate
attachment within “other attachments” of
the form in tab 5

7. Capital Instruments issued under

Schedule 7 of FEMA 20(R) to FVCIs

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 8. Shares issued upon exercise of
ESOPs…along with the along with the
reference number/identification number
for the form ESOP filed for the issuance
of ESOPs. Where the form ESOP is filed
through physical filing, the same may be
mentioned in the reference
number/identification number field as
“filed physically” with the copy of
acknowledgement letter/ application
made as “other attachments” of the form
in tab 5. If the form ESOP has not been
filed by the applicant for the issuance of
ESOPs, the same may be declared as a
separate attachment within “other
attachments” of the form in tab 5.

9. Issue of sweat equity shares

10. Issue of participating interest /rights in

oil fields

11. Others (please specify)

Initial FC-GPR reference Non-mandatory. This field is applicable where the

number (In case of capital instruments issued are either partly paid up or
subsequent filing ) share warrants where Form FC-GPR is filed multiple
times for one allotment ,as and when the remittance
is received. Enter the reference number, if any, which
could be Ebiz application number or the
acknowledgement number for the previously filed FC-
GPR for that particular allotment. Please give the
details of the allotment and payment schedule as
another attachment in the “other attachment” of the
form in tab 5.
Whether the change in the Select Yes or No
shareholding pattern due In case Yes is selected then there will not be any
to this transaction being change in the shareholding pattern for this transaction
reported has already been being reported.
accounted in the pre In case No is selected changes are reflected in the
transaction shareholding shareholding pattern for this transaction being
pattern:* reported accordingly. A data entry filed “Paid up
capital” would be populated. Enter the post

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 transaction paid up capital. This field would be utilized
for calculating the post transaction foreign
shareholding.
For understanding refer to chapter on Shareholding
pattern.

Step 4.2: Tab 2: Foreign investors details

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Field name Description
Number of investors Enter the number of foreign investors to whom the
capital instruments have been allotted in the issue
being reported. Only that number of foreign investors
can be entered in the form. (At present maximum of

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 999 investor details can be added in the form) For
example, if the number of investors entered is 3,
details of only 3 foreign investors can be added. In
case the number of investors entered is incorrect, ,
please change the number first in this field and then
proceed ahead. Else the system will throw error.
General details
Name : Name of the foreign
investor (Ensure that the
name is same as in the
FIRC or KYC).
Address Address of the foreign
investor
Town/City Town/City of the foreign
investor
State State of the foreign
investor
PIN code/Zip Code Pin Code /Zip Code of the
foreign investor
Country of residence Country of residence of the
foreign investor. In case
the investor belongs to
Pakistan/Bangladesh,
Government Approval
shall be attached in the
attachment “Government
Approval” of the common
details page.
Constitution/nature Select Constitution/nature
of the investing entity of the foreign investor as
(Specify whether) applicable from the drop
down menu.

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Particulars of Issue/Allotment to Type of Capital Select the type of capital
Each Investor instrument instrument issued to the
foreign investor from the
drop down menu
Number of Enter the number of
instruments instruments issued. For
participating interest/rights
in oil fields enter the value
as 1 (one).
Conversion ratio In case of Equity shares,
partly paid up shares,
shares issued against
convertible notes and,
participating interest/rights
in oil fields this is auto-
populated as 1:1. For CCDs
/CCPs/ share warrants
enter the pre-fixed upfront
conversion ratio.( In case
there is no upfront
conversion ratio enter the
ratio as per the maximum
permissible conversion of
CCDs/CCPs/share
warrants into equity shares
in compliance to the pricing
guidelines)
Number of Equity Auto-calculated as per the
shares on fully conversion ratio and
diluted basis number of instruments
Face value Enter the face value of the
equivalent equity shares. In
case of CCDs/CCPs /share
warrants do NOT enter the
face value of
CCDs/CCPs/share
warrants as it will not give
the correct shareholding
pattern.

For participating
interest/rights in oil fields
enter the value as 0 (one).
Premium Enter the value of premium,
if any, else enter 0 (Zero).

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 Issue Price per Enter the Issue price per
instrument instrument.
For participating
interest/rights in oil fields
enter the total value of the
participating interest/rights
in oil fields

Amount of Auto calculated as Issue

Consideration Price per instrument
multiplied with number of
instruments.

After entering all details click on “Add issue

particular” and check whether the details are
reflected in the adjoining table and verify the same.
In case any of the details entered needs to be
modified click on the edit icon under “Edit/Update”
head of the table. This would populate the details in
the respective fields. Modify and then click on “Save”
button, this will save the details in the table again.

If the details needs to be deleted entirely, click on the

delete icon.

Further, in case the investor has been allotted more

than one capital instrument in the same allotment,
add the details using the above procedure. Multiple
details would be added as different rows in the
adjoining table.
In case the investor has been issued equity shares
of different face value, for example, 100 equity
shares of face value 10 and 50 equity shares of face
value 20, then enter the details as two different rows
and NOT a single record.
This would ensure correct shareholding pattern

25
Mode of Payment Name of the AD bank Enter the name of the
through whom AD Bank
remittance has been
received
Address of the AD bank Enter the address of the
AD bank
Town/City Enter the Town/City of
the AD bank
Pin code Enter the PIN code of
the AD bank
State Enter the State or Union
territory of the AD bank
Mode of payment Select the mode of
payment from the drop
down menu. @

Whether the remitter is Please select “NO” if the

different from the remitter is same as the
foreign investor foreign investor to
whom the capital
instruments have been
allotment.

In case the two are

different (third party
payment ,if permissible )
, Please select “YES”
enter the details viz.,
Name of the Remitter,
Country of remitter,
relationship between
Remitter and foreign
investor and attach the
requisite documents.

@ Details of the menu options of Mode of payment

drop down. Menu options are as follows:

Menu options Description

Inward remittance from Fields to be entered:
abroad through banking “Date of Remittance”,
channel “Amount in Rs”
“FIRC number”
Attachments: FIRC
and KYC of the foreign
investor

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NRE/FCNR Fields to be entered:
“Date of debit”,
“Amount in Rs”
Attachments: Debit
statement
Escrow A/c Fields to be entered:
“Date of debit”,
“Amount in Rs”
“FIRC number ” (if any)
Attachments: Debit
statement
Swap Fields to be entered:
“Value of Capital
instruments in Rs”-
Enter the value of capital
instruments that are
being swapped for the
allotment of the instant
capital instruments in
this allotment.
Attachments:
“Valuation certificate”:
Attach the valuation
certificate for the value
of capital instrument as
entered in the above
field
Issue of shares against Fields to be entered:
fund payables to its “Value of fund payables
foreign investor in Rs”- Enter the value of
fund payables for the
allotment of the instant
Equity instruments in
this allotment.

“Description ”-Enter the

description such as
“conversion of ECB” or
“import payables” etc. as
applicable
Attachments:
“Relevant documents
from RBI/GOI and
related documents”:
Attach the related
Government approvals

27
 or RBI approvals and
any other related
documents as
applicable
Others Select in case of any
other mode of payment.
Fields to be entered:
“Date of Remittance”,
“Amount in Rs”
“FIRC number”
Attachments: related
documents, if any, as
per the mode of
payment and to be
attached at the “other
attachments” at tab 5 in
the form.

Multiple mode of Select this option if the

payment total payment has been
made through more than
one mode or through
one mode but multiple
tranches. For example,
if the allotment is of Rs
10 crores and the
investor, let’s say is an
NRI, has paid the same
as, Rs 5 crore through
inward remittance and
Rs 5 crore as
NRE/FCNR.
Fields to be entered:
“Date of Remittance”, -
earliest date of date of
remittances
“Amount in Rs”-Total
amount through all
modes of payment.
“Multimode Payment
details”-Specify the
individual mode of
payment and amount
received through that.
Attachments:
“Relevant documents

28
 from RBI/GOI and
related documents”:
Attach the related
Government approvals
or RBI approvals, if any
and any other related
documents as
applicable for the mode
of payment as specified
for the individual mode
of payment.

For allotments which does not involve any

remittances, such as bonus issue, merger/demerger
etc., select the mode of payment as “others (please
specify)”. A new field will pop-up as “others”. Enter
“non cash transaction” in this field”.
In “Date of remittance” select the date of allotment
and in “Amount of remittance” enter 0 (zero). Leave
the FIRC number blank.

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 Investment details Total amount of Inflow Auto-populated from
(in Rs) mode of payment details
(Amount in Rs)
Amount for which Auto-populated from
capital instruments “Particulars of issue/
have been issued details of individual
investor” details.
(Amount of
Consideration)

Note : If the Total amount of inflow is in excess in

comparison to Amount for which capital instruments
have been issued, then specify the details as per the
validation note as below :
Please specify and give as other attachment (refer
user manual), whether the excess amount:
1. has already been utilized for previous allotment , if
so reference no be provided
2. will be utilized for subsequent allotment
3. has been refunded, if so refunds details shall be
provided
4. Will be refunded, if so please be guided by proviso
to para 2(3) of schedule 1 of FEMA 20 (R)).

Attachments to be provided in the attachment “other

attachments” in the tab 5 of the form.

ADD Investor Upon filling all above details, click on the “ADD
investor” check whether the details are reflected in
the adjoining table (at the bottom) and verify the
same. In case any of the details entered needs to be
modified click on the edit icon under “Edit/Update”
head of the table. This would populate the details in
the respective fields. Modify and then click on “Save”
button, this will save the details in the table again.

Repeat the process in case of multiple investors.

Tip: Please select the “Nature of issue” in tab 1, before entering the investor details.
The investor details are erased in case “nature of issue” selected after.

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Step 4.3 –Tab 3-Amount of Issue

Field name Description

Total amount of inflow Auto-populated from tab 2 for all foreign
investors
Total amount for which capital Auto-populated from tab 2 for all foreign
instruments have been issued investors

Step 4.4-Tab 4-Particulars of Issue

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 Field name Description
Consolidated Particulars of Issue Auto-populated table for the consolidated
particulars of issue (from tab 2), for all foreign
investors
Fair value of the Shares (in Rs) Fair value of the shares as per the valuation
certificate issued by the person authorized as per
FEMA 20 (R) along with the attachment at
“Valuation Certificate”.

Mandatory where nature of issues is “Preferential

Allotment/Private Placement/Private
arrangement” and “Conversion of Convertible
Notes”.
Declaration “I hereby declare that I have verified the
information provided in this form and certify that
the information provided is true, complete and
correct. In case of any discrepancy in the above
information, I may be held liable for the same.
These declarations and submissions are made in
compliance to the Foreign Exchange
Management Act, 1999. I hereby attach requisite
Declaration, CS certificate and other relevant
attachment(s) for this reporting.” *
Please select “Yes” upon completing all details in
the form. Attach the Declaration and CS
certificate as well as other relevant documents in
the attachment “CS certificate/other
attachments”.

Step 4.5-Tab 5-Shareholding Pattern

32
 Field name Description

Shareholding pattern Particulars Pre- Post-

Transaction Transaction
Value of equity shares
(on fully diluted basis)
other than Foreign
Portfolio Investment
and indirect foreign
investment or Value of
Capital
contribution/profit
shares
Foreign Portfolio
Investment
Indirect foreign
investment- Value of
equity shares (on fully
diluted basis)
Total
Percentage

Pre transaction values are auto-populated from the

Entity Master (tab 3 )

Post transaction values are auto-calculated based

upon the details provided in the form. Post
transaction=Pre transaction value of shares +
Value of shares reported in the form.

The Business user shall ensure that the details are

correctly filled in the form, so that the shareholding
pattern which is auto- calculated is correct. For any
incorrect details the Business user would be liable for
the same.

Step 5.6: After filling in all details, click on Save and Submit for submitting the form.
“Save as draft” feature: The Business User can also save the draft and submit later, by
filling in all mandatory details in the “Common details” page.
“Reset” feature: This will reset the complete form.
“Back” button: To go back to the Dashboard

33
Format of the declaration:

DECLARATION TO BE FILED BY THE AUTHORISED REPRESENTATIVE OF THE

INDIAN COMPANY:

We hereby declare that:

1. We comply with the procedure for issue of equity instruments as laid down under
Foreign Exchange Management (Non-Debt Instruments) Rules, 2019 dated October 17,
2019 and as amended from time to time.

2. The investment is within the sectoral cap / statutory ceiling permissible under the rules,
ibid., and in compliance with the attendant conditions.
3. The equity instruments 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 is duly approved by a court in India. (Strike- out if not applicable)

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 these rules/regulations:

(i) A certificate from our Company Secretary as in the specified format.

(ii) A certificate from SEBI registered Merchant Banker / Chartered Accountant / cost
accountant or any other person as authorized under Foreign Exchange Management
(Non-Debt Instruments) Rules, 2019 dated October 17, 2019 and as amended from time
to time, indicating the manner of arriving at the price of the shares issued to the persons
resident outside India (wherever applicable)

(iii) All other necessary documents as applicable to the issue.

(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

34
Format for Company Secretary Certificate:

CERTIFICATE TO BE FILED BY THE COMPANY SECRETARY/PRACTICING

COMPANY SECRETARY OF THE INDIAN COMPANY

In respect of the details as mentioned as mentioned above, we certify the following:

(i) all the requirements of the Companies Act, 2013 have been complied with;
(ii) terms and conditions of the Government approval, if any, have been complied with;
(iii) The company is eligible to issue equity instruments/receive equity instruments
under Foreign Exchange Management (Non-Debt Instruments) Rules, 2019 dated
October 17, 2019 and as amended from time to time.
(iv) The company has all certificates issued by authorized dealers in India evidencing
receipt of amount of consideration in accordance with Foreign Exchange
Management (Non-Debt Instruments) Rules, 2019 dated October 17, 2019 and as
amended from time to time.
(v) The Investment Agreement/ Shareholder Agreement between the investor and the
investee company is in compliance with the provisions of Foreign Exchange
Management (Non-Debt Instruments) Rules, 2019 dated October 17, 2019 and as
amended from time to time.

(Name & Signature and Seal of the Company Secretary/practicing Company

secretary)

35
List of documents to be submitted along with Form FC-GPR
1. Declaration: As per the above format. To be attached as “other attachments”
2. CS certificate: As per the above format. To be attached as “other attachments”
3. Valuation certificate: As prescribed and applicable under NDI Rules, 2019. To be
attached at “Valuation certificate”. For rights issue, valuation certificate is not
required. A declaration (plain paper) may be attached that the rights issue to
person’s resident outside India is not at a price less than the price offered to
persons resident in India.
4. Board resolution: Only the relevant extracts. To be attached as “other attachments”
5. Memorandum of Association: if applicable. Relevant extracts to be attached as
“other attachment”.
6. Merger/ Demerger/ Amalgamation: relevant extracts to be attached at the specified
attachment “relevant approvals from the competent authority”.
7. For Rights/ Bonus issue: Acknowledgement letter of FC-GPR/FC-TRS, as
applicable, of the original investment.
8. FIRC and KYC: at the specified attachments.

36
 FC-TRS

Step 1: Login into SMF and reach your workspace.

Click on the left navigation button and select Single Master Form.

Step 2 : Click on drop down menu “Return Type”. Select “Form FC-TRS” and click on Add
new return. The user will be taken to form FC-TRS.

37
The complete form is arranged into two parts, Common Investment details and “Form FC-
TRS” which is further arranged into 3/4 tabs.
(Common Investment details: These details are common to all returns that can be
reported in SMF.)

Step 3: Fill up the common investment details as below:

38
Field Name Description
CIN Pre-filled, non-editable as per the BU
registration details
Company name Pre-filled, non-editable as per the BU
registration details
PAN number Pre-filled, non-editable as per the BU
registration details
Application date Pre-filled, non-editable , system date
Entry Route* Select Automatic or Government as
applicable for the investment being
reported. In case the Government route is
selected attach the requisite Government
approvals.

Clarification: where the company belongs

to a sector with mixed entry routes, for
example brownfield pharmaceuticals
where up to 74% is under automatic route
and beyond up to 100% under
Government route. If the investment being
reported is under 74%. The entry route
selected shall be automatic and in case the
investment being reported would result
into foreign investment beyond 74%, the
entry route selected shall be government
with relevant government approvals
attached.
Applicable Sectoral cap/ Statutory Applicable sectoral cap as per FEMA
ceiling* 20(R).

Clarification: where the company belongs

to a sector with mixed entry routes, for
example brownfield pharmaceuticals
where up to 74% is under automatic route
and beyond up to 100% under
Government route, the applicable sectoral
cap would be 100%.

Whether the foreign investment Select Yes or No as applicable.

received is for a specific project/ If yes is selected , fill up the details as
manufacturing unit/ plant? below:

39
 PIN Code Enter the PIN
code and click
on arrow
State Pre-filled as per
PIN code
City/District Enter the
city/district
Brownfield/Greenfield Enter brownfield
or greenfield as
applicable for
the investment.

Step 4: Fill up the details in form FC-TRS as below:

Step 4.1-Tab 1-Common details

Field name Description

Transfer by way of Select sale or Gift as the case may be
Whether the change in the Select Yes or No
shareholding pattern due to this In case Yes is selected then there will not
transaction being reported has be any change in the shareholding
already been accounted in the pre pattern for this transaction being
transaction shareholding pattern:* reported.

40
 In case No is selected changes are
reflected in the shareholding pattern for
this transaction being reported
accordingly.
For explanation refer to the chapter
under head “Shareholding Pattern”
Transfer from Select from the following options as
applicable:
 Resident to Non-resident
(including NRI/OCI on repatriable
basis)
 Non-resident (including NRI/OCI
on repatriable basis) to
Resident.(Also use this option for
sale on stock exchange or offer for
sale in an IPO)
 NRI /OCI/eligible investor on non-
repatriable basis to Non-
resident(including NRI/OCI on
repatriable basis)
 Non-resident (including NRI/OCI
on repatriable basis) to
NRI/OCI/eligible investor on non-
repatriable basis
Transfer Type Select from the following options as
applicable:

 Transfer as per Regulation 10(3)

of FEMA 20(R)-Sale of capital
instruments from a person
resident outside India to a person
resident in India
 Transfer as per Regulation 10(4)
of FEMA 20(R)-Sale of capital
instruments from a person
resident in India, including
NRI/OCI or eligible investor under
Schedule 4 to FEMA 20(R) to a
person resident outside India
 Transfer as per Regulation 10(5)
of FEMA 20(R)-Gift of capital
instruments from a person
resident in India, including
NRI/OCI or eligible investor under

41
 Schedule 4 to FEMA 20(R) to a
person resident outside India
 Transfer as per Regulation 10(12)
of FEMA 20(R)-Invocation of
pledge
 Transfer of capital instruments as
per Regulation 3 to FEMA 20(R)
 Others (please specify)

Date of Transfer Select the date of transfer from the

calendar.

(In case the date of transfer is after the

date of filing of FC-TRS form i.e. future
date, select the date as application date
and provide the date of transfer as per
the Transfer agreement as an
attachment under “Other attachments”).
Nature of Transfer Select from the following options as
applicable:

 Offer for sale in an IPO/ FPO

 Private arrangement
 Swap of capital instruments
 Sale on stock exchange other
than those under Schedule 2 and
Schedule 3 of FEMA 20(R)
 Purchase on stock exchange
other than those under schedule 2
and Schedule 3 of FEMA20(R)
 Participating interests / rights in oil
fields
 Merger / Demerger /
Amalgamation
 Buy back
 Invocation of pledge
 Others (please specify)

NOT applicable for Transfer by Gift

Buyer and Seller details for sale or Fill up the buyer and seller details for
Donee and Donor details for gift transfer by sale or Donee and Donor
details for Transfer by Gift.

42
Step 4.2-Tab 2-Particulars of Transfer

Field Name Description

Type of capital instrument Select the type of capital instrument as
transferred from the drop down menu. In
case of gift, if the shares are transferred
select as “Shares transferred as Gift”, if
not, then the capital instrument as
transferred

Number of Instruments Enter the number of instruments as

transferred.

Conversion ratio In case of Equity shares, partly paid up

shares, shares transferred as Gift,
participating interest/rights in oil fields
enter as 1:1. For CCDs /CCPs/ share
warrants enter the pre-fixed upfront
conversion ratio. (In case there is no
upfront conversion ratio enter the ratio as
per the maximum permissible conversion

43
 of CCDs/CCPs/share warrants into equity
shares in compliance to the pricing
guidelines).
Number of equity shares on fully diluted Auto-populated as per the conversion ratio
basis and the number of instruments
Face value Enter the face value of the equivalent
equity shares. In case of CCDs/CCPs
/share warrants do NOT enter the face
value of CCDs/CCPs/share warrants as it
will not give the correct shareholding
pattern.

For participating interest/rights in oil fields

enter the value as 0 (zero).
Transfer price per instrument Transfer price. For Gift, enter transfer price
as 0(zero).
Total amount consideration Auto-calculated as Number of instruments
multiplied by transfer price per instrument.

“ADD ” button Click on the ADD button after entering

above details and check that all details are
reflected in the adjoining table. In case of
multiple instruments being transferred
repeat the above process.

In case the entered details needs to be

modified click on the Edit icon in the table.
The details would be re-populated in the
fields, modify accordingly and click on
Save Button. Check for the details in the
adjoining table.

In case the details needs to be deleted

click on the Delete icon in the table.

Fair value of the capital instruments at the Enter the fair value of the capital
time of transfer instrument being transferred and attach
the valuation certificate form the authorized
person and Transfer agreement (relevant
extracts) along with the consent letter of
buyer and seller at “Valuation certificate.”

In case where multiple instruments are

being transferred, enter the fair value of
one instrument and attach a clarificatory

44
 letter along with the valuation certificates at
the attachment “Valuation certificate”

In case of Gift, the field may be kept

blank.

Step 4.3: Tab 3-Remittance Details – Not applicable for Transfer by Gift

Field Name Description

Mode of payment Select from the drop down menu

Name of AD bank Click on the search icon .A pop-up window will

open, select the AD bank facilitating the transfer.
Address of the AD bank Address is auto-populated based on bank
selection. In case the address is not correct, edit
the details accordingly.
Amount remitted/received in Rs Amount in Rs as being received or remitted in
this reporting
Whether and Tranche number Select from the drop down menu as below

45
Payment on full consideration

Date of remittance Enter the Date of

Remittance. In case
the remittance date is
future date, it may be
left blank.

The date of
remittance shall be
mandatorily provided
where the remittance
has made before the
filing of form FC-TRS.

Tranche number Enter tranche number

as 1
Is last tranche Select Yes

Payment on deferred basis

In case it is first tranche payment

Tranche number Enter Tranche

number as 1 (one)
Amount in the tranche Enter the Amount as
received in the
tranche
Date of remittance Enter the Date of
Remittance. In case
the remittance date is
future date, it may be
left blank.

The date of
remittance shall be
mandatorily provided
where the remittance
has made before the
filing of form FC-TRS.

Is last tranche Select YES or NO as

applicable

In case it is 2,3,4…..etc. tranche

46
 Tranche number Enter Tranche
number as 2,3…etc.
as applicable
Amount in previous Enter the total amount
tranche(s) as received in all
earlier tranche(s).
FC-TRS details Enter the FC-TRS
reference number
along with the tranche
amount reported in
the FC-TRS
Amount in the tranche Enter the Amount as
received in this
tranche
Date of remittance Enter the Date of
Remittance. In case
the remittance date is
future date, it may be
left blank.

Is last tranche Select YES or NO as

applicable

Indemnity Arrangement

In case it is first FC-TRS reporting

Tranche number Enter Tranche
number as 1
Amount indemnified Enter the Amount
/Amount being paid indemnified in Rs
as indemnity
Date of remittance Enter the Date of
Remittance. In case
the remittance date is
future date, it may be
left blank. This date is
the date on which the
Amount is received
for the transfer

Is last tranche Select NO

In case it is first FC-TRS reporting for reporting

indemnity payment

47
 Tranche number Enter Tranche
number as 2
Amount in previous Enter the total
tranche(s) amount as received
in all previous
tranches
FC-TRS details Enter the FC-TRS
reference number
along with the
tranche amount
reported in the FC-
TRS
Amount Enter the Amount
Indemnified being paid as
/Amount paid as indemnity
Indemnified in Rs

Date of Remittance Enter the date of

remittance.
Is last tranche Select YES or No
as applicable
Whether the remitter is different Please select “NO” if the remitter is same as the
from a foreign investor foreign investor.
In case the two are different (third party payment
,if permissible ) , Please select “YES” enter the
details viz., Name of the Remitter, Country of
remitter, relationship between Remitter and
foreign investor and attach the requisite
documents
Declaration text- I hereby declare that I have
verified the information provided in this form and
Declaration certify that the information provided is true,
complete and correct. In case of any
discrepancy in the above information, I may be
held liable for the same. These declarations and
submissions are made in compliance to the
Foreign Exchange Management Act, 1999. I
hereby attach requisite Declaration and other
relevant attachment(s) for this reporting.*

Check upon completing all details in the form.

48
Step 5.5-Tab 5-Shareholding Pattern

Field name Description

Shareholding pattern Particulars Pre- Post-

Transaction Transaction
Value of equity shares (on
fully diluted basis) other
than Foreign Portfolio
Investment and indirect
foreign investment or
Value of Capital
contribution/profit shares
Foreign Portfolio
Investment

49
 Indirect foreign
investment- Value of
equity shares (on fully
diluted basis)
Total
Percentage

Pre transaction values are auto-populated from the Entity

Master (tab 3 )

Post transaction values are auto-calculated based upon

the details provided in the form. Post transaction=Pre
transaction value of shares + Value of shares
reported in the form.

The Business user shall ensure that the details are

correctly filled in the form, so that the shareholding
pattern which is auto- calculated is correct.

Step 5.6: After filling in all details, click on Save and Submit for submitting the form.
“Save as draft” feature: The Business User can also save the draft and submit later, by
filling in all mandatory details in the “Common details” page.
“Reset” feature: This will reset the complete form.
“Back” button: To go back to the Dashboard.

50
Format for Declaration by the Non-resident transferor / transferee

I/We hereby declare that

i. The particulars given above are true and correct to the best of my/our
knowledge and belief.

ii. I/ We, was/were holding the equity instruments of the company as per Foreign
Exchange Management (Non-Debt Instruments) Rules, 2019 dated October
17, 2019 and as amended from time to time, on repatriation/non-repatriation
basis.
iii. I/ We, am/are eligible to acquire the equity instruments in a company in terms
of rules, ibid.

iv. The investment is within the sectoral cap / statutory ceiling permissible under
the rules, ibid., and in compliance with the attendant conditions.

Signature of the Declarant or his duly authorized agent

Date:

51
List of documents to be attached along with form FC-TRS:
For Transfer by way of Gift:
1. Relevant regulatory approvals, wherever applicable, to be attached as “other
attachment”.
2. Consent letter: Consent letter between donor and donee for the transfer to be
attached as other attachment.
3. Non-resident declaration :As per the above format, to be attached as “other
attachments”
For transfer by way of sale:
1. Transfer agreement: relevant extracts of the transfer agreement along with the
consent letter between buyer and seller. For sale/ purchase on stock exchange,
the contract note may be attached, at “Transfer agreement/ Valuation certificate”
2. Valuation Certificate: valuation certificate as per NDI Rules, 2019to be attached at
“Transfer agreement/ Valuation certificate”.
3. Non-resident declaration :As per the above format, to be attached as “other
attachments”
4. In case of sale by a non-resident, acknowledgement of FC-GPR/ FC-TRS as
applicable for the capital instruments being sold, to be attached as “other
attachment”.
5. FIRC /Outward remittance certificate and KYC to be attached at the specfied
attachment

52
 LLP-I
Step 1: Login into SMF and reach your workspace.

Click on the left navigation button and select Single Master Form.

53
Step 2: Click on drop down menu “Return Type”. Select “Form LLP-I” and click on Add
new return. The user will be taken to form LLP-I.

The complete form is arranged into two parts, Common Investment details and “Form
LLP-I” which is further arranged into 2 tabs.
(Common Investment details: These details are common to all returns that can be
reported in SMF.)

Step 3: Fill up the common investment details as below:

54
Field Name Description
CIN Pre-filled, non-editable as per the BU
registration details
Company name Pre-filled, non-editable as per the BU
registration details
PAN number Pre-filled, non-editable as per the BU
registration details
Application date Pre-filled, non-editable , system date
Entry Route* Select Automatic or Government as
applicable for the investment being reported.
In case the Government route is selected
attach the requisite Government approvals.

Clarification: where the company belongs to

a sector with mixed entry routes, for example
brownfield pharmaceuticals where up to
74% is under automatic route and beyond up
to 100% under Government route. If the
investment being reported is under 74%.
The entry route selected shall be automatic
and in case the investment being reported
would result into foreign investment beyond
74%, the entry route selected shall be
government with relevant government
approvals attached.
Applicable Sectoral cap/ Statutory Applicable sectoral cap as per FEMA 20(R).
ceiling*
Clarification: where the company belongs to
a sector with mixed entry routes, for example
brownfield pharmaceuticals where up to
74% is under automatic route and beyond up
to 100% under Government route, the
applicable sectoral cap would be 100%.

Whether the foreign investment Select Yes or No as applicable.

received is for a specific project/ If yes is selected , fill up the details as below:
manufacturing unit/ plant?
PIN Code Enter the PIN
code and click on
arrow
State Pre-filled as per
PIN code

55
 City/District Enter the
city/district
Brownfield/Greenfield Enter brownfield
or greenfield as
applicable for the
investment.

Step 4: Fill up the details in form LLP-I as below:

56
Step 4.1: Tab 1: Common details

Field Name Description

General Details Enter the details of the person resident outside india
making the capital contribution in the LLP as Name,
address, country and constitution nature
Remittance details Select the name of the AD bank through which the
remittance has been received. Enter the address
and select the PIN code through the search option.
State and City are auto-populated. In case the state
or city auto-populated is not correct, edit the same
accordingly.
Mode of Payment Select the mode of payment ,as applicable, from the
radio button as

Remittance through banking channel

Date of remittance
Amount remitted in rs
Attachments : FIRC and KYC
NRE/FCNR
Date of Debit
Amount in rs
Attachments: Debit statement
Others:
Others (please specify)
Date of Remittance
Amount in Rs
Attachment: As applicable
Value of Capital contribution Value of capital contribution by the person resident
outside India in the LLP.
Total Capital contribution in the LLP Value of capital contribution in the LLP from all
investors including resident and non-resident
Total Value of Capital contribution in In case where the capital contribution is being
Rs for all investors received at the same date from multiple foreign
investors and the applicant wishes to file for all
investors in one form LLP-I, enter the total value of
capital contribution for all such foreign investors.

57
 For entering the details for other foreign investors,
file another form LLP-I as the LLP-I has the
provision of entering only one investor details.
Fair value Enter the fair value and attach the valuation
certificate
Remarks Enter remarks if any.
Declaration and other attachments Declaration text -I hereby declare that I have verified
the information provided in this form and certify that
the information provided is true, complete and
correct. In case of any discrepancy in the above
information, I may be held liable for the same. These
declarations and submissions are made in
compliance to the Foreign Exchange Management
Act, 1999. I hereby attach requisite Declaration and
other relevant attachment(s) for this reporting.

Select the check box and attach other documents, if

any.

Step 4.2-Tab 2-Shareholding Pattern

58
 Field name Description

Shareholding pattern Particulars Pre- Post-

Transaction Transaction
Value of equity shares (on
fully diluted basis) other
than Foreign Portfolio
Investment and indirect
foreign investment or
Value of Capital
contribution/profit shares
Foreign Portfolio
Investment
Indirect foreign
investment- Value of
equity shares (on fully
diluted basis)
Total
Percentage

Pre transaction values are auto-populated from the Entity

Master (tab 3 )

Post transaction values are auto-calculated based upon

the details provided in the form. Post transaction=Pre
transaction value of shares + Value of shares
reported in the form.

The Business user shall ensure that the details are

correctly filled in the form, so that the shareholding
pattern which is auto- calculated is correct.

Step 4.3: After filling in all details, click on Save and Submit for submitting the form.
“Save as draft” feature: The Business User can also save the draft and submit later, by
filling in all mandatory details in the “Common details” page.
“Reset” feature: This will reset the complete form.
“Back” button: To go back to the Dashboard

59
Format for Declaration

DECLARATION TO BE FILED BY THE AUTHORISED REPRESENTATIVE OF THE

LLP:

We hereby declare that:

1. We comply with the procedure for receipt of capital contribution as laid down under
Foreign Exchange Management (Non-Debt Instruments) Rules, 2019 dated October 17,
2019 and as amended from time to time.
2. The investment is within the sectoral cap / statutory ceiling permissible under the rules,
ibid., and in compliance with the attendant conditions.

3. 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

4. We enclose the following documents in compliance with these rules/regulations:

(i) A certificate from our Authorized Representative as in the specified format.

(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. (If applicable)

(iii) All other necessary documents as applicable to the issue.

(Signature of the Applicant)* : __________________________________________

(Name in Block Letters) : __________________________________________

(Designation of the signatory) : __________________________________________

Place:

Date:

(* To be signed by Managing Director/Director/Designated Partner/Authorized signatory)

60
DESIGNATED PARTNER/AUTHORISED SIGNATORY OF THE LLP RECEIVING
FOREIGN INVESTMENT:

In respect of the details as mentioned as mentioned above, we certify the following:

(i) all the requirements Limited Liability Act, 2008 have been complied with;
(ii) terms and conditions of the Government approval, if any, have been complied with;
(iii) The LLP is eligible to receive capital contribution under Foreign Exchange
Management (Non-Debt Instruments) Rules, 2019 dated October 17, 2019 and as
amended from time to time.
(iv) The company/LLP has all certificates issued by authorized dealers in India
evidencing receipt of amount of consideration in accordance with Foreign
Exchange Management (Non-Debt Instruments) Rules, 2019 dated October 17,
2019 and as amended from time to time. The Investment Agreement/ Shareholder
Agreement between the investor and the investee LLP is in compliance with the
provisions of Foreign Exchange Management (Non-Debt Instruments) Rules, 2019
dated October 17, 2019 and as amended from time to time

(Name and Signature of the Designated Partner / Authorized representative of the LLP)

(Seal)

61
Documents to be attached with form LLP-I

1. FIRC /Debit statement and KYC, as applicable to be attached at the specified

attachment.
2. Valuation certificate to be attached at the specified attachment.
3. Declaration and the certificate from the designated partner/ authorized
representative in the above formats to be attached as “other attachment”

62
 LLP-II
Step 1: Login into SMF and reach your workspace.

Click on the left navigation button and select Single Master Form.

Step 2: Click on drop down menu “Return Type”. Select “Form LLP-II” and click on Add
new return. The user will be taken to form LLP-II.

63
The complete form is arranged into two parts, Common Investment details and “Form
LLP-II” which is further arranged into 4 tabs.
(Common Investment details: These details are common to all returns that can be
reported in SMF.)

Step 3: Fill up the common investment details as below:

64
Field Name Description
CIN Pre-filled, non-editable as per the BU
registration details
Company name Pre-filled, non-editable as per the BU
registration details
PAN number Pre-filled, non-editable as per the BU
registration details
Application date Pre-filled, non-editable , system date
Entry Route* Select Automatic or Government as
applicable for the investment being
reported. In case the Government route is
selected attach the requisite Government
approvals.

Clarification: where the company belongs

to a sector with mixed entry routes, for
example brownfield pharmaceuticals
where up to 74% is under automatic route
and beyond up to 100% under
Government route. If the investment being
reported is under 74%. The entry route
selected shall be automatic and in case the
investment being reported would result
into foreign investment beyond 74%, the
entry route selected shall be government
with relevant government approvals
attached.
Applicable Sectoral cap/ Statutory Applicable sectoral cap as per FEMA
ceiling* 20(R).

Clarification: where the company belongs

to a sector with mixed entry routes, for
example brownfield pharmaceuticals
where up to 74% is under automatic route
and beyond up to 100% under
Government route, the applicable sectoral
cap would be 100%.

Whether the foreign investment Select Yes or No as applicable.

received is for a specific project/ If yes is selected , fill up the details as
manufacturing unit/ plant? below:

PIN Code Enter the PIN

code and click
on arrow

65
 State Pre-filled as per
PIN code
City/District Enter the
city/district
Brownfield/Greenfield Enter brownfield
or greenfield as
applicable for
the investment.

Step 4: Fill up the details in form LLP-II as below:

Step 4.1: Tab 1- Transfer details

Field Name Description

Date of Transfer Select the date of transfer. In case the date
of transfer is a future date , please leave
this date as blank
Transfer Type Select from the following (radio buttons) as
applicable :

Transfer of capital contribution/profit

shares from a person resident outside India
to a person resident in India [including NRI/

66
 OCI or eligible investor under Schedule 4
of FEMA 20(R)].
Upon selection of this option enter the
amount of outflow in Rs and attach the
relevant acknowledgement letters, if any.

Transfer of capital contribution/profit

shares instruments from a person resident
in India [including NRI/ OCI or eligible
investor under Schedule 4 of FEMA 20(R)]
to a person resident outside India

Upon selection of this option enter the

amount of inflow in Rs and attach the
relevant acknowledgement letters, if any.

(In case, there is no necessary

attachments, attach a declaration
specifying the same )

67
Step 4.2: Tab 2- Buyer Seller details

Field name Description

Buyer details Enter the name and address of the buyer.
Select the country of residence and
constitution/nature from the drop down
menu
Seller details Enter the name and address of the seller.
Select the country of residence and
constitution/nature from the drop down
menu

68
Step 4.3: Tab 3- Particulars of Transfer

Field name Description

Whether the change in the shareholding Select Yes or No accordingly.
pattern due to this transaction being For explanation refer to the head under
reported has already been accounted in “Shareholding pattern”
the pre transaction shareholding pattern:*
Value of capital contribution in Rs Enter the value of capital contribution
being transferred
Fair price in Rs Enter the fair value of the capital
contribution and attach the valuation
certificate
Remittance Details Select the name of the AD bank facilitating
remittance for this transfer and enter the
address of the same
Remittance details –Mode of Payment Select the applicable mode of payment
from the following options (check box)

Remittance through banking channel

Remittance date
Amount remitted in rs
Attachments : FIRC and KYC
NRE/FCNR
NRE remittance date
NRE Amount remitted in rs

69
 Attachments: Debit statement
Others:
Others (please specify)
Other Mode of Payment …Description
Other Remittance date
Other Amount Remitted in Rs
Attachments :Other Payment (necessary
documents as applicable )

In case the total payment has been

received through multiple modes of
payment, select multiple check boxes
accordingly.
Declaration Declaration text- I hereby declare that I
have verified the information provided in
this form and certify that the information
provided is true, complete and correct. In
case of any discrepancy in the above
information, I may be held liable for the
same. These declarations and
submissions are made in compliance to
the Foreign Exchange Management Act,
1999. I hereby attach requisite Declaration
and other relevant attachment(s) for this
reporting.

Check the declaration box and attach

requisite declaration and other
attachments, if any

70
Step 4.4: Tab 4- Shareholding pattern

Field name Description

Shareholding pattern Particulars Pre- Post-

Transaction Transaction
Value of equity shares (on
fully diluted basis) other
than Foreign Portfolio
Investment and indirect
foreign investment or
Value of Capital
contribution/profit shares
Foreign Portfolio
Investment
Indirect foreign
investment- Value of
equity shares (on fully
diluted basis)
Total
Percentage

Pre transaction values are auto-populated from the Entity

Master (tab 3 )

71
Post transaction values are auto-calculated based upon
the details provided in the form. Post transaction=Pre
transaction value of shares + Value of shares
reported in the form.

The Business user shall ensure that the details are

correctly filled in the form, so that the shareholding
pattern which is auto- calculated is correct.

72
Format for Declaration by the Non-resident transferor / transferee

I/We hereby declare that

i. The particulars given above are true and correct to the best of my/our
knowledge and belief.

ii. I/ We, was/were holding the capital contribution /profit shares in an LLP as per
Foreign Exchange Management (Non-Debt Instruments) Rules, 2019 dated
October 17, 2019 and as amended from time to time.

iii. The investment is within the sectoral cap / statutory ceiling permissible under
the rules, ibid., and in compliance with the attendant conditions.

Signature of the Declarant or his duly authorized agent

Date:

73
Documents to be attached with form LLP-II
1. FIRC /Debit statement/ outward remittance certificate and KYC, as applicable to
be attached at the specified attachment.
2. Relevant acknowledgement letters for the capital contribution being transferred to
be attached as specified.
3. Valuation certificate to be attached at the specified attachment.
4. Buyer and seller consent letter and transfer agreement (relevant extracts) to be
attached as “other attachments”
5. Declaration from the Non-resident transferor/ transferee in the specified format to
be attached as “other attachment”

Step 4.5: After filling in all details, click on Save and Submit for submitting the form.
“Save as draft” feature: The Business User can also save the draft and submit later, by
filling in all mandatory details in the “Common details” page.
“Reset” feature: This will reset the complete form.
“Back” button: To go back to the Dashboard.

74
 FORM CN
Step 1: Login into SMF and reach your workspace.

Click on the left navigation button and select Single Master Form.

75
Step 2: Click on drop down menu “Return Type”. Select “Form CN” and click on Add new
return. The user will be taken to form CN.

The complete form is arranged into two parts, Common Investment details and “Form
CN”
(Common Investment details: These details are common to all returns that can be
reported in SMF.)

Step 3: Fill up the common investment details as below:

76
Field Name Description
CIN Pre-filled, non-editable as per the BU
registration details
Company name Pre-filled, non-editable as per the BU
registration details
PAN number Pre-filled, non-editable as per the BU
registration details
Application date Pre-filled, non-editable , system date
Entry Route* Select Automatic or Government as
applicable for the investment being
reported. In case the Government route
is selected attach the requisite
Government approvals.

Clarification: where the company

belongs to a sector with mixed entry
routes, for example brownfield
pharmaceuticals where up to 74% is
under automatic route and beyond up to
100% under Government route. If the
investment being reported is under 74%.
The entry route selected shall be
automatic and in case the investment
being reported would result into foreign
investment beyond 74%, the entry route
selected shall be government with
relevant government approvals
attached.
Applicable Sectoral cap/ Statutory Applicable sectoral cap as per FEMA
ceiling* 20(R).

Clarification: where the company

belongs to a sector with mixed entry
routes, for example brownfield
pharmaceuticals where up to 74% is
under automatic route and beyond up to
100% under Government route, the
applicable sectoral cap would be 100%.

77
Step 4: Select the Transaction type from the drop down menu as applicable:

Drop down options Description

Issue of convertible notes Select this option where the convertible
notes are being issued to person(s)
resident outside India as per FEMA 20 (R)
Repayment Select this option where the amount
received in lieu of issuance of convertible
notes is being repaid to person (s) resident
outside India as per FEMA 20 (R)
Conversion of Convertible notes Select this option where the convertible
notes as issued to person (s) resident
outside India is being converted into equity
shares
Transfer of convertible notes Select this option where the convertible is
being transferred from a person resident
outside India to a person resident in India
(including NRI on Non repatriation basis )
or vice-versa

78
Step 5.1: For issue of Convertible Notes

Field Name Description

Date of issue of convertible notes Select the date of issue of convertible notes
Total amount of Inflow Enter the total amount of inflow being reported
in this form CN
Number of foreign investors Enter the number of foreign investors to whom
convertible notes are being issued
Details of foreign investor Enter the details of the foreign investor as
below:

Name of the Enter the name of the

foreign investor foreign investor
Address Enter the address of the
foreign investor
Country Select the country of the
foreign investor from the
drop down menu
Constitution/ Select the constitution
Nature /nature of the foreign

79
 investor from the drop
down menu
Remittance Select the name of the AD
Details- Name bank from the available
of the AD bank option, other details are
and address auto-populated based
upon selection. If the
details are not correct, the
same may be modified
accordingly. The field is
editable.
Mode of Select the mode of
payment payment from the
following (check boxes)

 Remittance through
banking channel
 NRE/FCNR/Escrow
 Others (please
specify)
Enter the Date of
remittance, amount
remitted in foreign
currency and amount
remitted in Rs

Attachments: FIRC or
debit statement as
applicable and KYC.

In case the payment is

being made through
multiple modes, select
multiple check boxes, and
enter the date of
remittance as the earliest
of the date of remittances.
The amount of remittance
is the total amount of

80
 remittance through all
modes.

Once the above details have been filled, click

on ADD investor.

Repeat the above process in case of multiple

investors

Declaration text and other Declaration text I hereby declare that I have
attachments verified the information provided in this form
and certify that the information provided is true,
complete and correct. In case of any
discrepancy in the above information, I may be
held liable for the same. These declarations
and submissions are made in compliance to
the Foreign Exchange Management Act, 1999.
I hereby attach requisite Declaration and other
relevant attachment(s) for this reporting.

Check the declaration text and attach other

attachments, if any.

Step 5.1.1: After filling in all details, click on Save and Submit for submitting the form.
“Save as draft” feature: The Business User can also save the draft and submit later, by
filling in all mandatory details in the “Common details” page.
“Reset” feature: This will reset the complete form.
“Back” button: To go back to the Dashboard.

81
Step 5.2. For transfer of convertible notes

Field name Description

Date of transfer Select the date of transfer. In case, it is a future date
select the current date.
Type of transfer
Select from the following options as applicable

Transfer of capital contribution/profit shares from a

person resident outside India to a person resident in
India [including NRI/ OCI or eligible investor under
Schedule 4 of FEMA 20(R)] Please provide the
acknowledgement letter for the initial investment

Enter the amount of Outflow in Rs

Transfer of convertible notes from a person resident in

India ((Including investment by NRI/OCI or eligible
Investor under Schedule 4 of FEMA 20(R))) to a
person resident outside India

Enter the amount of inflow in Rs

Details of the Buyer Enter the details of the buyer
Details of the seller Enter the details of the seller

82
 Details of the AD bank Select the name of the AD bank facilitating the transfer
and check for the address. If the same is incorrect,
modify the same accordingly.

Mode of payment Select the mode of payment from the following (check
boxes)

 Remittance through banking channel

 NRE/FCNR/Escrow
 Others (please specify)
Enter the Date of remittance and amount remitted in
Rs

Attachments: FIRC or debit statement as applicable

and KYC.

In case the payment is being made through multiple

modes, select multiple check boxes, and enter the date
of remittance as the earliest of the date of remittances.
The amount of remittance is the total amount of
remittance through all modes.

Fair value Enter the fair value of the convertible note being
transferred and attach the valuation certificate
Declaration text and other Declaration text I hereby declare that I have verified
attachments the information provided in this form and certify that the
information provided is true, complete and correct. In
case of any discrepancy in the above information, I
may be held liable for the same. These declarations
and submissions are made in compliance to the
Foreign Exchange Management Act, 1999. I hereby
attach requisite Declaration and other relevant
attachment(s) for this reporting.

Check the declaration text and attach other

attachments, if any.

Step 5.2.2: After filling in all details, click on Save and Submit for submitting the form.

83
“Save as draft” feature: The Business User can also save the draft and submit later, by
filling in all mandatory details in the “Common details” page.
“Reset” feature: This will reset the complete form.
“Back” button: To go back to the Dashboard

84
 FORM ESOP

Step 1: Login into SMF and reach your workspace.

85
Click on the left navigation button and select Single Master Form.

Step 2: Click on drop down menu “Return Type”. Select “Form ESOP” and click on Add
new return. The user will be taken to form ESOP.

The complete form is arranged into two parts, Common Investment details and “Form
ESOP” which is further arranged into 2 tabs.

86
(Common Investment details: These details are common to all returns that can be
reported in SMF.)

Step 3: Fill up the common investment details as below:

Field Name Description

CIN Pre-filled, non-editable as per the BU
registration details
Company name Pre-filled, non-editable as per the BU
registration details
PAN number Pre-filled, non-editable as per the BU
registration details
Application date Pre-filled, non-editable , system date
Entry Route* Select Automatic or Government as
applicable for the investment being
reported. In case the Government route
is selected attach the requisite
Government approvals.

Clarification: where the company

belongs to a sector with mixed entry
routes, for example brownfield
pharmaceuticals where up to 74% is
under automatic route and beyond up to
100% under Government route. If the
investment being reported is under 74%.
The entry route selected shall be
automatic and in case the investment

87
 being reported would result into foreign
investment beyond 74%, the entry route
selected shall be government with
relevant government approvals
attached.
Applicable Sectoral cap/ Statutory Applicable sectoral cap as per FEMA
ceiling* 20(R).

Clarification: where the company

belongs to a sector with mixed entry
routes, for example brownfield
pharmaceuticals where up to 74% is
under automatic route and beyond up to
100% under Government route, the
applicable sectoral cap would be 100%.

Step 4: Fill up the details in form ESOP as below:

Step 4.1: Tab 1-ESOP details:

Field Name Description

Scheme Under which ESOPs are issued Mention the name of the scheme under
which the ESOPs are being issued and
attach the relevant extracts of the same at

88
 the attachment “Attach the relevant
extracts of the scheme”
Date of Issue Select the date from the calendar in which
the ESOPs have been issued
Number of ESOPs issued Enter the Total number of ESOPs being
issued as per the scheme
Pre-determined Issue price Enter the pre-determined issue price on
which the underlying would be issued
upon exercise of ESOPs

Conversion Ratio Enter the conversion ratio as per which the

shares would be issued upon exercise of
the ESOPs. In case of an ADR/GDR linked
ESOP, enter the conversion ratio on a fully
diluted basis. For example , if the as per
the scheme 1 ESOP has an underlying of
2 GDRs and GDRs in turn has underlying
of 10 equity shares, than the conversion
ratio would be 1: 20.

Equivalent equity shares on fully diluted Auto-calculated as per Number of ESOPs

basis issued and the conversion ratio
Face value of equity shares Enter the face value of the underlying
Equity shares
Whether the change in the shareholding Select Yes or No
pattern due to this transaction being In case Yes is selected then there will not
reported has already been accounted in be any change in the shareholding pattern
the pre transaction shareholding pattern:*
for this transaction being reported.
In case No is selected, a field for Paid up
capital on fully diluted basis will pop-up.
Enter the paid up capital value on fully
diluted basis. The changes would be
reflected in the shareholding pattern for
this transaction being reported
accordingly.

Value of shares in Rs Auto-calculated as per Equivalent equity

shares on fully diluted basis and the face
value of equity shares
Declaration Declaration text- “I hereby declare that I
have verified the information provided in

89
 this form and certify that the information
provided is true, complete and correct. In
case of any discrepancy in the above
information, I may be held liable for the
same. These declarations and
submissions are made in compliance to
the Foreign Exchange Management Act,
1999. I hereby attach requisite
Declaration, CS certificate and other
relevant attachment(s) for this reporting.”*

Check upon completing all details in the

form.

Step 4.2: Tab 2 –Shareholding pattern

90
 Field name Description

Shareholding pattern Particulars Pre- Post-

Transaction Transaction
Value of equity shares (on
fully diluted basis) other
than Foreign Portfolio
Investment and indirect
foreign investment or
Value of Capital
contribution/profit shares
Foreign Portfolio
Investment
Indirect foreign
investment- Value of
equity shares (on fully
diluted basis)
Total
Percentage

Pre transaction values are auto-populated from the Entity

Master (tab 3 )

Post transaction values are auto-calculated based upon

the details provided in the form. Post transaction=Pre
transaction value of shares + Value of shares
reported in the form.

The Business user shall ensure that the details are

correctly filled in the form, so that the shareholding
pattern which is auto- calculated is correct.

Step 4.3: After filling in all details, click on Save and Submit for submitting the form.
An intimation message would Pop-up as “The applicant may file form FC-GPR as and
when the ESOPs are exercised. If the ESOPs are linked to ADR/GDR, form DRR may be
filed upon exercise of such ESOPs”.
Please click yes and form submission is complete.
“Save as draft” feature: The Business User can also save the draft and submit later, by
filling in all mandatory details in the “Common details” page.
“Reset” feature: This will reset the complete form.
“Back” button: To go back to the Dashbo

91
Format for Declaration

DECLARATION TO BE FILED BY THE AUTHORISED REPRESENTATIVE OF THE

INDIAN COMPANY:

We hereby declare that:

1. We comply with the procedure for issue of equity instruments as laid down under
Foreign Exchange Management (Non-Debt Instruments) Rules, 2019 dated October 17,
2019 and as amended from time to time.

2. The investment is within the sectoral cap / statutory ceiling permissible under the rules,
ibid., and in compliance with the attendant conditions.

3. 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

4. We enclose the following documents in compliance with these rules/regulations:

(i) A certificate from our Company Secretary as in the specified format.

(ii) A certificate from SEBI registered Merchant Banker / Chartered Accountant / cost
accountant or any other person as authorized under Foreign Exchange Management
(Non-Debt Instruments) Rules, 2019 dated October 17, 2019 and as amended from time
to time, indicating the manner of arriving at the price of the shares issued to the persons
resident outside India ( wherever applicable)

(iii) All other necessary documents as applicable to the issue.

(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)

92
Format for Company Secretary Certificate:

CERTIFICATE TO BE FILED BY THE COMPANY SECRETARY/PRACTICING

COMPANY SECRETARY OF THE INDIAN COMPANY

In respect of the details as mentioned as mentioned above, we certify the following:

(i) all the requirements of the Companies Act, 2013 have been complied with;
(ii) terms and conditions of the Government approval, if any, have been complied with;
(iii) The company is eligible to issue equity instruments/receive equity instruments
under Foreign Exchange Management (Non-Debt Instruments) Rules, 2019 dated
October 17, 2019 and as amended from time.
(iv) The company has all certificates issued by authorized dealers in India evidencing
receipt of amount of consideration in accordance with Foreign Exchange
Management (Non-Debt Instruments) Rules, 2019 dated October 17, 2019 and as
amended from time.
(v) The Investment Agreement/ Shareholder Agreement between the investor and the
investee company is in compliance with the provisions of Foreign Exchange
Management (Non-Debt Instruments) Rules, 2019 dated October 17, 2019 and as
amended from time.

(Name & Signature and Seal of the Company Secretary/practicing Company secretary)

93
Documents to be attached
1. Relevant extracts of the ESOP scheme to be attached at the specified attachment
2. Declaration and CS certificate in the specified format to be attached as “other
attachments”

94
 FORM DI
Step 1: Login into SMF and reach your workspace.

Click on the left navigation button and select Single Master Form.

95
Step 2: Click on drop down menu “Return Type”. Select “Form DI” and click on Add new
return. The user will be taken to form DI.

The complete form is arranged into two parts, Common Investment details and “Form DI”
which is further arranged into 2 tabs.
(Common Investment details: These details are common to all returns that can be
reported in SMF.)

Step 3: Fill up the common investment details as below:

96
Field Name Description
CIN Pre-filled, non-editable as per the BU
registration details
Company name Pre-filled, non-editable as per the BU
registration details
PAN number Pre-filled, non-editable as per the BU
registration details
Application date Pre-filled, non-editable , system date
Entry Route* Select Automatic or Government as
applicable for the investment being
reported. In case the Government route
is selected attach the requisite
Government approvals.

Clarification: where the company

belongs to a sector with mixed entry
routes, for example brownfield
pharmaceuticals where up to 74% is
under automatic route and beyond up to
100% under Government route. If the
investment being reported is under
74%. The entry route selected shall be
automatic and in case the investment
being reported would result into foreign
investment beyond 74%, the entry route
selected shall be government with
relevant government approvals
attached.
Applicable Sectoral cap/ Statutory ceiling* Applicable sectoral cap as per FEMA
20(R).

Clarification: where the company

belongs to a sector with mixed entry
routes, for example brownfield
pharmaceuticals where up to 74% is
under automatic route and beyond up to
100% under Government route, the
applicable sectoral cap would be 100%.

97
Step 4: Fill up the details in form DI as below:
Step 4.1: Tab 1-DI details:

98
Field name Description
Whether the change in the shareholding Select Yes or No
pattern due to this transaction being In case Yes is selected then there will not
reported has already been accounted in be any change in the shareholding pattern
the pre transaction shareholding pattern:*
for this transaction being reported.
In case No is selected, a field for Paid up
capital on fully diluted basis will pop-up.
Enter the paid up capital value on fully
diluted basis. The changes would be
reflected in the shareholding pattern for
this transaction being reported
accordingly.

Investor Type Select the type of resident investor making

downstream investment in the investee
indian company from the drop down menu
as :
 Company
 LLP
 Investment Vehicle
Name Enter the name of the resident investor
making downstream investment
Address Enter the address of the resident investor
making downstream investment
PINCode Enter the Pin code and click on the Right
arrow. If the PIN code is available in the
system, the State and District are auto-
filled. Or else, enter the State and district.
The details are editable
Date on which the investment become Select the date on which the investment by
Indirect foreign investment the resident investor in the Indian Investee
company became indirect foreign
investment for the investee company, as
per Regulation 14 of FEMA 20(R).
Date of allotment Select the date on which the capital
instruments were issued to the resident
investor by the Indian investee company.
This date would be same as Date on which
the investment become Indirect foreign
investment if the investment by resident
investor is downstream investment, in
terms of Regulation 14 of FEMA 20(R), at
the time of allotment itself.

99
 Amount (in Rs) Amount of inflow for the investment in Rs
Type of instruments Select from the type of instrument, drop
down menu.
Number of instruments Enter the number of instruments
Conversion ratio Enter the conversion ratio
Number of shares on a fully diluted basis Auto-filled as per the number of
instruments and conversion ratio.
Face value of equity shares Enter the face value of the equity shares.
Value of shares Auto-calculated as per Number of shares
on fully diluted basis and the Face value of
the shares
Declaration Declaration text- I hereby declare that I
have verified the information provided in
this form and certify that the information
provided is true, complete and correct. In
case of any discrepancy in the above
information, I may be held liable for the
same. These declarations and
submissions are made in compliance to
the Foreign Exchange Management Act,
1999.”

Check upon completing all details in the

form and attach, any other document (s), if
any.

Step 4.2: Tab 2 –Shareholding pattern

Field name Description

100
 Shareholding pattern Particulars Pre- Post-
Transaction Transaction
Value of equity shares (on
fully diluted basis) other
than Foreign Portfolio
Investment and indirect
foreign investment or
Value of Capital
contribution/profit shares
Foreign Portfolio
Investment
Indirect foreign
investment- Value of
equity shares (on fully
diluted basis)
Total
Percentage

Pre transaction values are auto-populated from the Entity

Master (tab 3 )

Post transaction values are auto-calculated based upon

the details provided in the form. Post transaction=Pre
transaction value of shares + Value of shares
reported in the form.

The Business user shall ensure that the details are

correctly filled in the form, so that the shareholding
pattern which is auto- calculated is correct.

Step 4.3: After filling in all details, click on Save and Submit for submitting the form.
“Save as draft” feature: The Business User can also save the draft and submit later, by
filling in all mandatory details in the “Common details” page.
“Reset” feature: This will reset the complete form.
“Back” button: To go back to the Dashboard.

101
Documents to be attached with Form DI
1. Board of Director’s Resolution
2. Shareholder’s Resolution, if any
3. Valuation certificate.

102
 FORM DRR

Step 1: Login into SMF and reach your workspace.

Click on the left navigation button and select Single Master Form.

103
Step 2: Click on drop down menu “Return Type”. Select “Form DRR” and click on Add
new return. The user will be taken to form DRR.

The complete form is arranged into two parts, Common Investment details and “Form
DRR” which is further arranged into 2 tabs.
(Common Investment details: These details are common to all returns that can be
reported in SMF.)

Step 3: Fill up the common investment details as below:

104
Field Name Description
CIN Pre-filled, non-editable as per the BU
registration details
Company name Pre-filled, non-editable as per the BU
registration details
PAN number Pre-filled, non-editable as per the BU
registration details
Application date Pre-filled, non-editable , system date
Entry Route* Select Automatic or Government as
applicable for the investment being
reported. In case the Government route
is selected attach the requisite
Government approvals.

Clarification: where the company

belongs to a sector with mixed entry
routes, for example brownfield
pharmaceuticals where up to 74% is
under automatic route and beyond up to
100% under Government route. If the
investment being reported is under
74%. The entry route selected shall be
automatic and in case the investment
being reported would result into foreign
investment beyond 74%, the entry route
selected shall be government with
relevant government approvals
attached.
Applicable Sectoral cap/ Statutory Applicable sectoral cap as per FEMA
ceiling* 20(R).

Clarification: where the company

belongs to a sector with mixed entry
routes, for example brownfield
pharmaceuticals where up to 74% is
under automatic route and beyond up to
100% under Government route, the
applicable sectoral cap would be 100%.

105
Step 4: Fill up the details in form DRR as below:
Step 4.1: Tab 1-DRR details:

Field name Description

Name of the Domestic custodian Name of the Domestic custodian for the
DR issue
Address of the Domestic custodian Address of the Domestic custodian for the
DR issue
Name of the Global Custodian Name of the Global custodian for the DR
issue
Address of the Global Custodian Address of the Global custodian for the DR
issue.
Date of issue Date on which the DRs have been issued
Country Country in which the DRs have been
issued
Number of DRs issued Number of DRs as issued
Underlying securities Select the underlying securities to the DRs
issued
Conversion Ratio Conversion for the DRs issued. Where the
underlying security is other that capital
instruments i.e. debt or units, conversion
ratio shall be 1:0.

Number of equity shares on fully diluted Auto-calculated as per Number of DRs

basis issued and conversion ratio
Face value of equity shares Face value of the equity shares
Value of shares Auto-calculated as per number of shares
on fully diluted basis and the face value

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Amount raised in Rs Total amount as raised in the DR issue
being reported.

Issue expenses , if any, in Rs Issue expenses as incurred in the DR

issue, if any.
Amount repatriated in the current tranche The amount as being repatriated in India
in Rs so far.
Total Amount repatriated in India in Rs Total amount repatriated in India, so far
Amount kept abroad in Rs Auto-calculated as per Amount raised in
Rs and Total amount repatriated in India in
Rs
Whether the change in the shareholding Select Yes or No
pattern due to this transaction being In case Yes is selected then there will not
reported has already been accounted in be any change in the shareholding pattern
the pre transaction shareholding pattern:*
for this transaction being reported.
In case No is selected, a field for Paid up
capital on fully diluted basis will pop-up.
Enter the paid up capital value on fully
diluted basis. The changes would be
reflected in the shareholding pattern for
this transaction being reported
accordingly.

Whether sponsored? Select Yes or No

If Yes , then enter the Name of sponsor
and the address of the sponsor
Whether the DR is listed on an Select Yes or No
International Exchange or trading platform If Yes, then enter the name of the stock
exchange and the Date of commencement
of trading on the same
Declaration text- I hereby declare that I
have verified the information provided in
Declaration this form and certify that the information
provided is true, complete and correct. In
case of any discrepancy in the above
information, I may be held liable for the
same. These declarations and
submissions are made in compliance to
the Foreign Exchange Management Act,
1999.
Check upon completing all details in the
form and attach other documents, if any.

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Step 4.2-Tab 5-Shareholding Pattern

Field name Description

Shareholding pattern Particulars Pre- Post-

Transaction Transaction
Value of equity shares (on
fully diluted basis) other
than Foreign Portfolio
Investment and indirect
foreign investment or
Value of Capital
contribution/profit shares
Foreign Portfolio
Investment
Indirect foreign
investment- Value of
equity shares (on fully
diluted basis)
Total
Percentage

Pre transaction values are auto-populated from the Entity

Master (tab 3 )

Post transaction values are auto-calculated based upon

the details provided in the form. Post transaction=Pre

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 transaction value of shares + Value of shares
reported in the form.

The Business user shall ensure that the details are

correctly filled in the form, so that the shareholding
pattern which is auto- calculated is correct.

Step 4.3: After filling in all details, click on Save and Submit for submitting the form.
“Save as draft” feature: The Business User can also save the draft and submit later, by
filling in all mandatory details in the “Common details” page.
“Reset” feature: This will reset the complete form.
“Back” button: To go back to the Dashboard.

Step 4.4. For subsequent filing of Form DRR: Wherein the Amount raised as in a DRR
issue has not been repatriated in India in one go and is kept abroad. In such cases
wherever the amount is being repatriated in subsequent tranches, for every subsequent
tranche Form DRR shall be filed within 30 days from the date of remittance as a
subsequent form DRR to the Form DRR as filed at the time of issue of DRs, as below:
Step 4.4.1: Using the left navigation button select File Return and then Single Master
Form.
Step 4.4.2: Select Return Type as Form DRR. If the reference number of the earlier filed
form DRR is known, enter the same in the field Return Reference Number and click on
search return. Or else, enter the from date and search return. Select the initial filed Form
DRR and open the same upon clicking on the reference number.
Step 4.4.3: At the top right select the button “ADD subsequent return”. Enter the amount
repatriated in the current tranche in Rs. No other field needs to be entered. The values in
Total amount repatriated in India and the Amount kept abroad are updated accordingly.
Check the details under the tab “Tranche details”.
Step 4.4.4. Check the declaration and attach the FIRC for the amount repatriated in the
“Other attachments” and click on “Submit” button at top right.

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 Form InVi

Step 1: Login into SMF and reach your workspace.

Click on the left navigation button and select Single Master Form.

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Step 2: Click on drop down menu “Return Type”. Select “Form InVI” and click on Add new
return. The user will be taken to form InVi. (As the Business user registration is for form
InVi, only one option of Form InVi is available in the drop down menu.)

Field Name Description

Application Date Date on which the submission is being
made in form InVi. System date
Name of the Investment Vehicle Name of the investment vehicle receiving
foreign inflow
Type of investment vehicle Select the type of the investment vehicle
from the following drop down menu
Real estate Investment Trust
Infrastructure Investment Trust
Alternate Investment Fund –I
Alternate Investment Fund-II
Alternate Investment Fund-III
Others

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 (If others is chosen, a separate data entry
field will pop-up. Enter the type of
investment vehicle )

Targeted amount in Rs The total amount of inflow in Rs, both

resident as well as non-resident, as
targeted for the corpus of the Investment
Vehicle.
Foreign Inflow details being reported: Enter the amount of foreign inflow in
Amount of foreign inflow being reported in Rupees being received and being reported
(Rs) in the current return.

Number of foreign investors Enter the number of foreign investors

contributing for the amount received and
being reported in the current return.
Date of issue of units Select the date on which the units have
been issued for the amount as received
and being reported in the current return
Number of units issued to the foreign Enter the number of units as issued to the
investors foreign investor for the amount as received
and being reported in the current return.
Consolidated Foreign Inflow Enter the total amount of foreign inflow as
Total amount of foreign inflow so far in Rs being received in the Investment vehicle
till date from all foreign investors.
Total number of foreign investors Enter the total number of foreign investors
till date from which the foreign inflow has
been received in the Investment vehicle.
Total Number of units as issued to the Enter the total number of units as issued
foreign investors so far to all the foreign investors till date,

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Country wise inflow Attach a .pdf file (max size 1 MB) with the
following details for the country wise inflow
for the total foreign inflow as received from
various countries :

where ,
Name of the country is the country from
which the foreign inflow is received so far;

Name Number Amount Total

of the of being amount
country foreign reported as
investors in the received
current so far in
form in Rs
Rs

Number of foreign investors is the number

of foreign investors from that country from
which the foreign inflow has been received
so far;
Amount being reported in the current form
in Rs is the amount of foreign inflow
country wise as received and being
reported in the current return;
Total amount as received so far in Rs is
the total amount of foreign inflow so far
from the country as received.

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Declaration Check the Declaration text and attach the
declaration in the specified format and submit.

Declaration text “I hereby declare that I have

verified the information provided in this
form and certify that the information
provided is true, complete and correct. In
case of any discrepancy in the above
information, I may be held liable for the
same. These declarations and
submissions are made in compliance to
the Foreign Exchange Management Act,
1999. I hereby attach requisite Declaration
and other relevant attachment (s) for this
reporting”

Check upon completing all details in the

form and attach other documents, if any.”

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Format for Declaration

DECLARATION TO BE FILED BY THE AUTHORISED REPRESENTATIVE OF THE

INVESTMENT VEHICLE :

We hereby declare that:

1.We comply with the procedure for receiving foreign inflow as laid down under Foreign
Exchange Management (Non-Debt Instruments) Rules, 2019 dated October 17, 2019 and as
amended from time.

2. The foreign inflow is in compliance with Rule 6(c) of NDI Rules, 2019 to be read with
Schedule VIII of NDI Rules, 2019.

3. 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.

(Signature of the Applicant)* : __________________________________________

(Name in Block Letters) : __________________________________________

(Designation of the signatory) : __________________________________________

Place:

Date:

(* To be signed by Sponsor /Investment Manager of the Investment Vehicle)

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7. Shareholding pattern-An explanation

1. Shareholding pattern details are being obtained with the purpose to ensure that
the foreign investment in an entity is within the permissible foreign investment limit/
sectoral caps/regulatory limits.

2. In the entity master, the companies and LLPs were instructed to provide the latest
shareholding pattern, all-inclusive irrespective whether the same is reported or not
reported or acknowledged or not acknowledged.

3. In case where the company or LLP is making a filing in SMF for a past transaction
which was not reported earlier, but the same has been included in the shareholding
pattern provided in the entity master, at the time of reporting the same in SMF, the
shareholding pattern should not change. In such scenarios, the BU, where he is
asked to specify “Whether the change in the shareholding pattern due to this
transaction being reported has already been accounted in the pre transaction
shareholding pattern:” shall select YES. This would ensure that the shareholding
pattern is not affected.

4. It may be noted that upon successful acknowledgement of the filed forms at AD

level, the entity master details are automatically updated with the post
shareholding pattern as per the acknowledged form. Therefore, the user shall take
due precaution while specifying for this detail.

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8. Processing at AD level
Login Procedure
Step 1: Go to the website at https://fed.rbi.org.in

Step 2: Select User type as Bank user and click on radio button for FIRMS. Enter the
username and password as provided by RBI and click on Login. The dashboard for the
AD bank is as below:

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Verifying eKYC for the Business user
Step -1. Using the left navigation button select user verification and then RBI user master.
All pending approvals for eKYC would be displayed.

Step 2: Click on the View Button to see all the details for the Business User.

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Step 3: Download the authority letter using download button.
Step 4: Verify the details as entered with the authority letter. Approve or Reject the
registration accordingly. An email notification would be sent to the applicant accordingly.
AD bank will have 2 working days for verifying the eKYC of the Business User.
Verifying the filed forms
Step 1: Using the left Navigation button go to File return and then to Approve form
Step 2: Select the return type, enter the from and to date and select the status as pending
approval and click on search return.

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All form of the return type would be displayed. Select the form as desired. The form will
open up with all details as filed by the Business user along with the Entity details and
Check list.
Step 3: Go through the details as filed by the Business User and verify the same with
attached documents.
Procedure of scrutiny: The checklist provides the details that needs to be verified for
acknowledging the filed return. A set of checklist as applicable to that particular return is
being provided to the AD bank along with the filed form. AD bank is required to check
only those details and if found to be in order, approve the return. In case the Business
user has not provided the details, AD Bank shall reject the form.
It may be noted that there is no provision for resending or attaching any clarification once
the form is submitted. Therefore, AD may take due caution while approving or rejecting
the same.
In exception cases where for the specific reasons the AD needs to refer the form to RBI,
AD may select the Regional Office from the drop down menu, enter the reasons for
referring it to RBI under “remarks” field and click on Send to RBI.
RBI would provide the advice on whether the form be approved or rejected to the AD
bank. The final acknowledgement and rejection would be then made, accordingly, by AD
bank.
AD bank will have only 3 working days for approving or rejecting the form or
sending it to RBI.

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9. Instruction set to AD banks –FIRMS application

1. All business user registration shall be processed within 2 days of receiving the
same. AD bank may not ask for any other document except those prescribed in
the user manual for Business user registration viz., Authority letter, in the format
as given in the user manual for SMF-FIRMS and the PAN card of the Business
user.

2. Multiple rejections may be avoided. Guide your customers appropriately for the
same.

3. All forms filed in the SMF shall be processed within 3 days of receiving the same.

4. While scrutinizing the form, the AD shall check the shareholding pattern and
compliance with the applicable sectoral cap.

5. AD shall not forward the application to the Regional office (RO), except for the
indicated reasons i.e. delay in filing, - and entity under investigation.

6. If the form is being filed with delay, AD shall not reject the application for not
attaching the delay letter. Such application may be forwarded to the respective
Regional office for advice on Late Submission Fee (LSF).

7. If the RO has advised the AD bank for conditional acknowledgement subject to

payment of applicable LSF or compounding, AD shall not reject the same but
approve citing the approval being subject to applicable LSF or compounding.

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8. While approving any return in the form, the AD bank may mention the following in
the remarks :
Name of the applicant
Name of the investee company
Date of issue/ date of transfer (as per the return)
Total amount of consideration in Rs

9. AD Bank may read the user manuals as hosted on the FIRMS website. The AD
bank may appoint a nodal in charge who would be responsible for overseeing and
sensitizing the staff with the working of the new system.

10. AD bank may take initiatives to familiarize their clients with the new system. They
may provide the contact point details to their customers for resolving queries as
being faced in the FIRMS portal. AD bank shall be the first point of contact for the
customers.

11. Excess/ Shortfall of remittance due to exchange rate fluctuations:

i. In general cases, the amount of remittance as received from the foreign investor shall
be equal to the total amount of consideration for which the permissible instruments are
being issued/ transferred. Accordingly, any excess remittance is to be refunded and
for any shortfall, the difference amount is to be brought in. However, it has been
observed that at times the excess or shortfall is on account of exchange rate
fluctuations and is negligible in comparison to the total amount of consideration.

ii. Therefore, the AD banks are advised that in cases of excess/shortfall of remittance
wherein the excess/ shortfall of remittance is due to the exchange rate fluctuations and
is not exceeding, 0.5% of the total amount of consideration and maximum up to
Rs.10,000, AD banks may acknowledge the form at their end. Needless to say the
measure is only to facilitate ease of reporting.

iii. In case the shortfall exceeds this permissible amount, the form may be rejected with
advice to bring in the requisite amount and make fresh reporting thereafter. In case of
excess, if the form exceeds this permissible amount, the form may be rejected with
advice to refund the excess amount. However, if the applicant submits a declaration
that excess amount has already been refunded or would be refunded or utilized for
further permissible transactions or has already been utilized in previous transaction,
(instructions in the user manual), the form may be approved if otherwise in order.

iv. No case of this nature shall be referred to RBI for any advice.

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10. Contact Us
Helpdesk for FIRMS to receive queries from stakeholders regarding entries to be made
in FIRMS.

FIRMS Helpdesk Team

E-mail: [email protected]
For technical queries: [email protected]
Telephone Number (022 – 22601000 - Extn: 2617)

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