Fema compliances for foreign subsidiary

Fema compliances for foreign subsidiary

FEMA (Foreign Exchange Management Act, 1999) has acted as a catalyst for the growth and development of various sectors in India. The main aim of FEMA is to facilitate external trade, balance the payments, promote orderly development, and maintain the foreign exchange market in India.
Sl. No.Compliance(s) ParticularDetails of Compliance(s)Who / Why is Required to ComplyDue Date (s)Key Points
1Annual Return on Foreign Liabilities and Assets
(FLA Return)
FLA Return is required to be submitted mandatorily by all the India resident companies which have received FDI and made ODI in any of the previous year(s), including the current yearWho holds foreign assets or liabilities in their financial statements as of March 31.On or before July 15 every year.If the Indian Company does not have any outstanding investment regarding FDI and ODI as at the end of the reporting year, the Company need not submit the FLA Return.
Similarly, if the Indian Company has not ‘received any fresh FDI and ODI in the latest year, but the Company has outstanding FDI and ODI, then that Company is still required to submit the FLA Return every year by July 15.
2Annual Performance Report (APR)An Indian Party (IP) / Resident Individual (RI) which has made an Overseas Direct Investment (ODI) has to submit an Annual Performance Report (APR) in Form ODI Part II to the AD bank in respect of each Joint Venture (JV) / Wholly Owned Subsidiary (WOS) outside India.An Indian Party (IP) / Resident Individual (RI) which has made an Overseas Direct Investment (ODI)on or before December 31, every year.APR must be certified by the statutory auditor of the Indian party. Certification of APRs by the Statutory Auditor or Chartered Accountant shall not be insisted upon in the case of Resident Individuals, and self-certification can be accepted in such a case.
3External Commercial BorrowingsBorrowers must report all ECB transactions to the RBI every month through an AD Category – I Bank in the Form of ‘ECB 2 Return’.borrowers are required to report all ECB transactions monthly basisThe revised ECB 2 Return simplifies disclosure of hedging details into two baskets – financial and natural and requires disclosure of only the following:
1. Outstanding principal ECB amount and the currency thereof;
2. Notional value and percentage of outstanding ECB amount of financial hedge(s) as well as a natural hedge; and
3. Annualised percentage cost of the financial hedge(s) for ECB.
4Single Master Form {w.e.f. 30.06.2018}Integrates the reporting requirements for FDI in India, irrespective of the instrument through which foreign investment is made.Subsumes of FC-GRP, FC-TRS, LLP-I, LLP-II, CN, ESOP, DI, DRR  forms into one single master form1. FDI reporting in Form FC-GPR under SMF has to be done within 30 days after the allotment.

2. Reporting under FC-TRS under SMF has to be done within 60 days of the transfer of capital instruments or receipt/remittance of funds, whichever is earlier.

3. Form LLP-I & LLP-II is filed for reporting FDI & transfer of capital contribution or profit share in LLPs, respectively.

4. Reporting regarding issue or transfer of Convertible Notes (CN) is done in Form CN within 60 days of such transfer.

FC-TRS: Filing by Individual:

Reporting in FC-TRS can be done by the transferor/transferee company resident in India. In the case of transfer between individuals, reporting can be done by a resident individual after registering as a business user. In this case, the authority letter must be in the name of the reporting person.
5Advance Reporting Form (ARF)report the details of the amount of consideration to the Regional Office concerned of the Reserve Bank through its AD Category I bank,An Indian company is receiving investment from outside India for the issue of shares or other eligible securities under the FDI Scheme.Not later than 30 days from the date of receipt in the Advance Reporting Form (ARF) 
6Form FC-GPRIssue of bonus or rights shares to a person resident outside India directly or on amalgamation/ merger with an existing Indian company, as well as point of shares on conversion of ECB/ royalty/ lump sum technical know-how fee/ import of capital goods by units in SEZs has to be reported in Form FC-GPR. After the issue of shares or other eligible securities, the Indian Company has to filenot later than 30 days from the date of issue of shares
7Form FC-TRSReporting transfer of shares and other eligible securities between residents and non-residents and vice-versa is to be made in Form FC-TRS.The Form FC-TRS should be submitted to the AD Category – I bankWithin 60 days from the date of receipt of the amount of consideration.The onus of submission of the Form FC-TRS within the given timeframe would be on the transferor/ transferee, Resident in India.
8Form ODIOverseas investments (or financial commitment) in Joint Ventures (JV) and Wholly Owned Subsidiaries (WOS) 

An Indian Party and a Resident Individual making an overseas investment is required to submit Form ODI

 

receive share certificates or any other documentary evidence of investment in the foreign JV / WOS as evidence of investment and submit the same to the designated AD within six months;

 

In case of disinvestment, sale proceeds of shares/securities shall be repatriated to India immediately on receipt thereof and in any case not later than 90 days from the date of sale of the shares /securities and documentary evidence to this effect shall be submitted to the Reserve Bank through the designated Authorised Dealer.

For Information only: Physical filing of FC-GPR, ARF and FCTRS forms is discontinued from February 8, 2016, and online filing through the government’s e-Biz portal has been made mandatory.

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