CIR. NO. 40/2006-07-RB, DT. 20/04/2007

Reporting under FDI Scheme - Revised Form FC-GPR

Attention of Authorised Dealer Category-I (AD Category - I) banks is invited to the Foreign Exchange Management (Transfer or Issue of Security by a Person Resident outside India) Regulations, 2000 notified vide Notification No. FEMA 20/2000-RB dated May 3, 2000 (the Notification), as amended from time to time. In terms of para 9 (1) B of Schedule I to the Notification, Indian companies are required to report the details of Foreign Direct Investment (FDI) in Form FC-GPR to the Regional Office of RBI within whose jurisdiction the Registered Office of the Company operates, within 30 days of issue of shares.

2. In order to capture the details of FDI in a comprehensive manner, Form FC-GPR has been revised in consultation with the Government of India. Accordingly, the details of FDI should, henceforth, be reported in the revised Form FC-GPR, enclosed as Annex.

3. As per the revised format, details of FDI are required to be furnished in Part A and B. Part A has to be filed by the Company, through AD Category-I bank, to the concerned Regional Office of RBI. Part B, which is an annual report of all investments made by the company during a financial year, is required to be submitted directly by the Company to the Director, Balance of Payment Statistical Division, Department of Statistical Analysis & Computer Services, Reserve Bank of India, C 9, 8th floor, Bandra-Kurla Complex, Bandra (E), Mumbai 400 051, by 30th June every year.

4. The AD Category-I bank in India, receiving the remittance should obtain a KYC report in respect of the foreign investor from the overseas bank remitting the amount. If the AD Category-I bank receiving the remittance is different from the AD Category-I bank forwarding Form FC-GPR, the latter should file Form FC-GPR along with a certificate from the former of having received the inward remittance and the KYC report.

5. Necessary amendments to the Foreign Exchange Management (Transfer or Issue of Security by a Person Resident outside India) Regulations, 2000 notified vide Notification No. FEMA 20/2000-RB dated May 3, 2000 will be issued separately.

6. AD Category - I banks may bring the contents of this circular to the notice of their constituents and customers concerned.

7. The directions contained in this circular have been issued under sections 10(4) and 11(1) of the Foreign Exchange Management Act, 1999 (42 of 1999) and is without prejudice to permissions / approvals, if any, required under any other law.

Yours faithfully,

(Salim Gangadharan)
Chief General Manager

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[Annex to A. P. (DIR series) Circular No. 40 dated April 20, 2007]

Annex

FC-GPR
PART - A

(To be filed by the company through its Authorised Dealer Category-I bank with the Regional Office of the RBI under whose jurisdiction the Registered Office of the company making the declaration is situated as and when fresh investment in the Company is received, along with the following documents:

i) A certificate from the Company Secretary of the company accepting investment from persons resident outside India

ii) A certificate from Statutory Auditors or Chartered Accountant indicating the manner of arriving at the price of shares issued to the persons resident outside India (as specified in para 9 B of Schedule I to Notification No. FEMA 20/2000-RB dated May 3, 2000.)

PAN Number cccccccccccccc
Date of issue /transfer of sharescccccc

No.	Particulars	(In Block Letters)
1.	Name Address State Registration No. given by Registrar of Companies Whether existing company or new company (strike off whichever is not applicable) If existing company, give registration number allotted by RBI for FDI, if any	cccccccccc cccccccccc cccccccccc cccccccccc cccccccccc cccccccccc cccccccccc cccccccccc cccccccccc Existing company / New company cccccccccc
	Fax	cccccccccc
	Telephone	cccccccccc
	e-mail	cccccccccc
2.	Description of the main business activity NIC Code	cccccccccc cccccccccc cccccccccc cccccccccc
	Location of the project and NIC code for the district where the project is located	cccccccccc cccccccccc cccccccccc
	Percentage of FDI allowed as per FDI policy

3.	Details of the foreign collaborator
	Name Address Country Constitution (specify whether Foreign National/Foreign Company/ FVCI / FII / NRI / PIO / others)	cccccccccc cccccccccc cccccccccc cccccccccc cccccccccc cccccccccc cccccccccc cccccccccc cccccccccc cccccccccc

4. Particulars of Shares / Convertible Debentures Issued

(a) Nature and date of issue

	Nature of issue	Date of issue	Number of shares/ convertible debentures
01	IPO / FPO
02	Preferential allotment / private placement
03	Rights
04	Bonus
05	Conversion of ECB
06	Conversion of royalty (including lump sum payments)
07	ESOPs
08	Others (please specify)
	Total

(b)	Type of security issued
	Nature of security	Number	Maturity	Face value	Issue Price per share	Amount of inflow*
	Equity
	Convertible Debentures (CDs)
	(a) Compulsorily CDs
	(b) Optionally CDs
	(c) Partially CDs
	Preference shares (PS)
	(a) Convertible PS
	(b) Non-Convertible PS
	Units of VCFs
	Others
	Total

i) In case the issue price is greater than the face value please give break up of the premium received

ii) * In case the issue is against conversion of ECB or royalty, a Chartered Accountant's Certificate certifying the amount of the outstanding on the date of conversion

(c)	Break up of premium	Amount
	Control Premium
	Non competition fee
	Others*
	Total

*please specify the nature

(d)	Total inflow (in Rupees) on account of issue of shares to non-residents (including premium, if any) vide (i) Remittance through AD: (ii) Debit to NRE/FCNR A/c with Bank_________ (iii) Others Date of reporting of (i) above to RBI under Para 9 (1) A (i) of Notification No. FEMA 20/2000-RB dated May 3, 2000, as amended from time to time.
(e)	Disclosure of fair value of shares issued**
	We are a listed company and the market value of a share as on date of the issue is *
	We are an un-listed company; and the fair value of a share is*

** before issue of shares                       *(Please indicate as applicable)

5. Post issue pattern of shareholding
		Equity			Preference Shares/Convertible Debentures
Investor category		No. of shares	Amount (Face Value) Rs.	%	No. of shares	Amount (Face Value) Rs.	%
a)	Non-Resident
	Foreign Nationals
	Foreign Companies
	FIIs
	FVCIs
	NRIs/PIOs
	Sub Total
b)	Resident
Total

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 shares as laid down under the FDI scheme as indicated in Notification No. FEMA 20/2000-RB dated 3rd May 2000 as amended from time to time

2. The investment is within the sectoral policy/cap permissible under the Automatic Route of RBI and we fulfill all the conditions laid down for investments under the Automatic Route namely (strike off whichever is not applicable)

a) Foreign entity(ies)-(other than individuals), to whom we have issued shares have existing joint venture or technology transfer or trade mark agreement in India in the same field. (Conditions stipulated in Press Note 1 of 2005 Series dated January 12, 2005 have been complied with).

OR
b) Foreign entity(ies)-(other than individuals), to whom we have issued shares do not have any existing joint venture or technology transfer or trade mark agreement in India in the same field.

c) We are/ are not an SSI unit & the investment limit of 24 % of paid-up capital has been observed/ requisite approvals have been obtained.

d) Shares have been issued on rights basis and the shares are issued to non-residents at a price that is not lower than that at which shares have been issued to residents.

OR
e) Shares issued are bonus shares.

OR
f) Shares have been issued under a scheme of merger and amalgamation of two or more Indian companies or reconstruction by way of demerger or otherwise of an Indian company, duly approved by a court in India.

OR
g) Shares are issued under ESOP and the conditions regarding this issue have been satisfied

3. Shares have been issued in terms of SIA/FIPB approval No. --------------------- dated --------------------.

(Delete whichever is not applicable under signature)

(Signature of the Applicant)* :___________________________________________

(Name in Block Letters) :_________________________________________________

(Designation of the signatory) :____________________________________________

Place:

Date:

(* To be signed by Authorised signatory of the Company)

CERTIFICATE TO BE FILED BY THE COMPANY SECRETARY OF THE INDIAN COMPANY ACCEPTING THE INVESTMENT:

(As per Para 9 (1) (B) (i) of Schedule 1 to Notification No. FEMA 20/2000-RB dated May 3, 2000)

In respect of the abovementioned details, we certify the following :

1. All the requirements of the Companies Act, 1956 have been complied with.

2. Terms and conditions of the Government approval, if any, have been complied with.

3. The company is eligible to issue shares under these Regulations.

4. The company has all original certificates issued by AD Category-I banks in India, evidencing receipt of amount of consideration in accordance with paragraph 9 (1) (B) of Schedule 1 to Notification No. FEMA 20/2000-RB dated May 3, 2000.

(Name & Signature of the Company Secretary)

(Seal)

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