RBI:

Master Direction – Reporting under Foreign Exchange Management Act, 1999

15Foreign Direct Investment (FDI) in India is undertaken in accordance with the Foreign Exchange
Management (Non-Debt Instruments) Rules, 2019 dated October 17, 2019- FEMA 395

1. Foreign Currency – Gross Provisional Return (FC- GPR)26:An Indian company issuing equity
instruments to a person resident outside India, and where such issue is reckoned as Foreign
Direct Investment under NDI Rules, 2019, shall report such issue in Form FC-GPR 27in the
Single Master Form not later than thirty days from the date of issue of the equity
instruments.
2. (ii) 28The following cases / instances of issue of shares / equity instruments to persons
resident outside India by an Indian company will require filing of Form FC-GPR, (a) bonus or
rights shares directly or on amalgamation/ merger with an existing Indian company (b)
equity instruments on account of a cross border merger in terms of Notification 389/ 2018
dated March 20, 2018; (c) shares against any funds payable by the Indian company to the
person resident outside India; (d) sweat equity shares and shares issued upon exercise of
employees stock option in terms of NDI Rules, 2019; (e) Issue of shares on conversion of
convertible notes.
3. 30 Allotment of equity instruments under Initial Public Offer (IPO) or Qualified Institutional
Placement (QIP) under the applicable SEBI Regulations need not be reported in Form FC-GPR

Annual Return on Foreign Liabilities and Assets:

34An Indian company which has received FDI or an LLP which has received investment by way of
capital contribution in the previous year(s) including the current year, shall submit form FLA to the
Reserve Bank on or before the 15th day of July of each year. Explanation: Year for this purpose shall
be reckoned as April to March.

2) Reporting for Transfer of equity instruments

Foreign Currency-Transfer of Shares (FC-TRS) 37:

Form FCTRS is required to be filed for transfer of equity instruments38 in accordance with NDI Rules,
2019, between: (i) a person resident outside India holding equity instruments in an Indian company
on a repatriable basis and person resident outside India holding equity instruments on a non-
repatriable basis; and (ii) a person resident outside India holding equity instruments in an Indian
company on a repatriable basis and a person resident in India, The onus of reporting is on the
resident transferor/ transferee or the person resident outside India holding equity instruments on a
non-repatriable basis, as the case may be. 2) Transfer of equity instruments in accordance with NDI
Rules, 2019 39between a person resident outside India holding equity instruments on a non-
repatriable basis and person resident in India is not required to be reported in Form FC-TRS. 3)
Transfer of equity instruments on a recognized stock exchange by a person resident outside India as
prescribed under NDI Rules, 2019 has to be reported by such person in Form FC-TRS. 4) Transfer of
equity instruments prescribed in Rule 9(6) of NDI Rules, 2019 viz., payment on deferred basis, shall
be reported in Form FC-TRS to the AD bank on receipt of every tranche of payment. The onus of
reporting shall be on the resident transferor/ transferee. 5) Transfer of ‘participating interest/ rights’
in oil fields shall be reported in Form FC-TRS.

6) Form FCTRS is required to be filed by the Indian company buying back shares in a scheme of
merger/ de-merger/ amalgamation of Indian companies approved by NCLT/ competent authority. 7)
The form FCTRS has to be filed with the AD bank within sixty days of transfer of equity instruments
or receipt/ remittance of funds whichever is earlier.

7) Reporting requirements of Limited Liability Partnerships

a) Form FDI- LLP (I): A Limited Liability Partnerships (LLPs) receiving amount of consideration for
capital contribution and acquisition of profit shares is required to submit a report in Form Foreign
Direct Investment-LLP (I)53 within 30 days from the date of receipt of the amount of consideration.
The form shall be accompanied by: (i) copy/ies of the FIRC/s evidencing the receipt of the remittance
(ii) a KYC report in respect of the foreign investor in the format specified in. 54 Omitted

b) Form FDI- LLP (II): The LLPs shall report disinvestment/ transfer of capital contribution or profit
share between a resident and a non-resident (or vice versa) within 60 days from the date of receipt
of funds in Form Foreign Direct Investment-LLP(II). 55The onus of reporting shall be on the resident
transferor / transferee.

Minutes of NBFC Chapter – XI of Systemically Important Non-Deposit taking Company and Deposit
taking Company (Reserve Bank) Directions, 2016

Voluntary liquidation of Member: Chapter V-Section 59 of IBC Code 2016

THE INSOLVENCY AND BANKRUPTCY CODE, 2016

Intention to liquidate voluntarily and no default persists can go for voluntary liquidation;

Declaration verified by an affidavit, stating that full iquiry Into the affairs of the Company has been
made-Co has no debt or it will be able to pay off all its debt in full from the proceeds of the assets
and the company is not liquidated to defraud anyone. Declaration required from majority of the
Directors along with audited financial statements for previous two years or date of incorporation,
whichever is later.

GNL-2

Within four weeks from the date of declaration- GM to be held-Sr to be passed-If the company has
creditors-representing-2/3 in value should also pass a resolution within seven days for Liquidation

MGT-14 to be filed within seven days with roc and IBBI is also notified
sections 35 to 53 of Chapter III and Chapter VII shall be applicable.

(9) A copy of an order under sub-section (8) shall within fourteen days from the date of such order,
be forwarded to the authority with which the corporate person is registered.

Regulations:

The liquidator shall submit a Preliminary Report to the corporate person within forty five days from
the liquidation commencement date, detailing- (a) the capital structure of the corporate person; (b)
the estimates of its assets and liabilities as on the liquidation commencement date based on the
books of the corporate person: Provided that if the liquidator has reasons to believe, to be recorded
in writing, that the books of the corporate person are not reliable, he shall also provide such
estimates based on reliable records and data otherwise available to him; (c) Whether he intends to
make any further inquiry in to any matter relating to the promotion, formation or failure of the
corporate person or the conduct of the business thereof; and (d) the proposed plan of action for
carrying out the liquidation, including the timeline within which he proposes to carry it out and the
estimated liquidation costs.

. Public announcement by the liquidator. (1) The liquidator shall make a public announcement in
Form A of Schedule I within five days from his appointment. (2) The public announcement shall- (a)
call upon stakeholders to submit their claims as on the liquidation commencement date; and (b)
provide the last date for submission of claim, which shall be thirty days from the liquidation
commencement date.

Completion of liquidation. 13[ (1) The liquidator shall endeavour to complete the liquidation process
of the corporate person and submit the Final Report under regulation 38 within: - (a) two hundred
and seventy days from the liquidation commencement date where the creditors have approved the
resolution under clause (c) of subsection (3) of section 59 or clause (c) of sub-regulation (1) of
regulation 3, and (b) ninety days from the liquidation commencement date in all other cases.]