7a04a45d-4b7d-4034-8413-c663a7ff0374
7a04a45d-4b7d-4034-8413-c663a7ff0374
7a04a45d-4b7d-4034-8413-c663a7ff0374
(Along with Section A and B of this Form only the relevant section(s) as applicable may be
used)
vii City
viii State
ix PIN code
x Net worth in INR as on last audited balance
sheet of the IE (In case of reporting of
guarantee by a group company, the Net worth
of such group company shall be reported)
Note: Please refer to Regulation 5(2) of OI
Regulations, in case of a guarantee extended
by a group company.
xi Sum of the Financial Commitment (FC) w.r.t. in Foreign Currency in INR
all foreign entities of the IE/ RI/ group (FCY)
company/ Trust/ Society made until the date of
the current transaction and FC being
undertaken currently
Note: For computing the INR equivalent of the
current FC the exchange rate as on date of
current transaction or date of reporting,
whichever is earlier, may be used.
xii Contact Person
xiii Designation of the contact person
xiv Telephone Number
xv Mobile Number
xvi E-mail ID
IV Status of IE/ RI/ Trust/ Society: (Please tick appropriate category)
i. Public Sector Company vi. Society
ii. Private Sector Company vii. LLP
iii. Individual viii. Others (please specify)
iv. Registered Partnership
v. Trust
V Whether the IE/ RI/ group company/ Trust/ Society From Date To Date (if Name of
making FC or undertaking disinvestment is under applicable) Regulator/
Investigation/ is a wilful defaulter/ has account as NPA Agency/
(please refer to Rule 10 of OI Rules). If yes, mention Lender
the name of the Regulator/ investigating agency/ lender
bank and the duration of investigation
VI Particulars of existing foreign entities of the IE/ RI/ group company/ Trust/ Society already in
operation or under implementation (Attach separate sheet if required)
Name of foreign entity Unique Identification Number Name of the designated AD
(UIN) allotted by Reserve Bank bank
i.
Indicate 13-digit Unique Identification Number issued by the Reserve Bank (if applicable)
i. Name
ii. Address
iv Whether the foreign entity is a start-up or has its Startup Strategic sector Financial Others
core activity in strategic sector or is engaged in Services
financial services
x Financial commitment being made w.r.t above Equity Loan Non-fund based
foreign entity (in INR and FCY) capital commitment
(1) (1)
(2) (2)
(3) (3)
IX Whether the person resident in India has control in the foreign Yes/ No
entity (Refer to the definition of “control” in the OI Rules)
X Furnish the details of SDS of foreign entity in respect of which the FC is being undertaken,
if applicable. (Attach separate sheet if required)
ii. Name, level and country/ jurisdiction of parent SDS/ foreign entity
(specify)
(e.g., acquisition
by way of exercise
of Rights)
(Please specify
amount in each
category)
(Please specify
amount in each
category)
18 Others (specify) Please give the date of transaction, category and amount of FC
(e.g., deferred
payment*/gift/
inheritance/by IE/
Resident individual
(RI) (as the case
may be)
Note
*to be reported as non-fund-based commitment at the time of acquisition of equity capital on deferred payment
basis in compliance with Regulation 7 of the OI Regulations. Further, at the time of remittance the non-fund-
based commitment shall be reported as converted to equity capital.
@ Please specify the dues being capitalized – incorporation expenses or the other dues viz., royalty, technical
know-how fee, consultancy fees, etc.
$ In case of rollover / change in guarantee please furnish the following details in the field a) Date of change/
rollover of guarantee; b) Validity date of the new guarantee; c) New guarantee amount d) 15-digit transaction
number allotted by the Reserve bank when the original guarantee was reported online.
$$ In case of conversion of loan into equity, please furnish the following details a) Date of conversion b) Amount
converted into equity c) 15-digit transaction number allotted by the Reserve Bank when the original remittance
towards loan was reported online.
We hereby confirm that the remittance/transaction of (amount to be given in both in FCY and INR)
_________________ towards _________ (equity/ loan/ guarantee/ non-fund based commitment) is in
accordance with the provisions contained in the FEMA,1999, OI Rules, OI Regulations and the directions
issued by the Reserve Bank from time to time. We are satisfied with the bona fides of the transaction in
terms of the provisions contained in Sub-section 5 of Section 10 of FEMA,1999.
Place Date
Accordingly,
i. NOC has been obtained & enclosed herewith as prescribed under Rule 10 of the OI Rules, or
ii. The lender bank(s)/regulatory body/investigative agency concerned failed to furnish the objection(s)
within sixty days from the date of receipt of application for NOC.
(b) Wherever applicable, the Share certificate/ other evidence as required in Regulation 9 and other reporting
requirement as required in terms of Regulation 10 of OI Regulations, as stipulated by the Reserve Bank from
time to time, in respect of the foreign entity under this UIN has been submitted/completed.
(c) Financial commitment undertaken by means of debt is in compliance with OI Rules and OI Regulations,
or corresponding extant Regulations in case where the transaction has been done under the earlier overseas
investment framework**, as stipulated by the Reserve Bank from time to time.
(d) Pricing and valuation norms as per OI Rules and OI Regulations, or corresponding extant Regulations in
case where the transaction has been done under the earlier overseas investment framework**, as stipulated
by the Reserve Bank from time to time, wherever applicable, have been complied with.
(e) It is certified that no delay in reporting is pending for regularization as required under Regulation 12 of OI
Regulations.
(f) The foreign securities acquired by way of gift from a person resident outside India, is in accordance with
the provisions contained in Foreign Contribution (Regulation) Act, 2010, and the rules and regulations made
thereunder and Para 2 of Schedule III of OI Rules.
(g) This remittance/transaction amount together with earlier remittances/transactions relating to all the current
and capital account transactions under the Liberalised Remittance Scheme during this Financial Year is within
the limit as provided under the scheme. The total amount of remittances/transactions done by me during the
Financial Year until the date of this certificate is ___________(in FCY) the INR equivalent of which works out
to INR __________.
I/ We hereby certify that the information furnished above are true and correct. I/We also duly acknowledge
that if any information furnished by me/us is found to be false and/or incorrect, it shall be construed
that the reporting requirements under FEMA, 1999, have not been complied with.
Place Date
List of enclosures
Note: ** Notification No. FEMA.19/RB-2000 dated 3rd May 2000 and Notification No.FEMA.120/RB-2004 dated
July 7, 2004, as amended from time to time
FORM FC: Section E
Certificate by the Statutory Auditors of the Indian Entity (IE)/ Group Company, as applicable
(Strike out whichever is not applicable)
It is certified that the terms and conditions contained in OI Rules and OI Regulations have been complied with
by the Indian Entity/ Group Company, as applicable, _____________________________________ (Name of
the Indian Entity/ Group Company) in respect of the investment under report. In particular, it is certified that
(strike out whichever is not applicable):
i. The investment is not in violation of the provisions contained in Rule 19 of Foreign Exchange
Management (Overseas Investment) Rules, 2022 or corresponding extant Regulations in case where
the transaction has been done under the earlier overseas investment framework**, as stipulated by the
Reserve Bank from time to time.
ii. The NOC as required in terms of Rule 10 of Foreign Exchange Management (Overseas Investment)
Rules, 2022 has been obtained, wherever applicable.
iii. The remittance/transaction amount towards the investment together with earlier Financial Commitment
is within the limit as stipulated by the Reserve Bank from time to time. The total financial commitment of
the Indian entity __________________________ (Name of the Indian entity) is _______(in foreign
currency) the INR equivalent^ of which works out to INR______that works out to ____% of its Net Worth
which is INR ___________/-, as on the date of last audited balance sheet, i.e., (date ________)
iv. Indian entity has complied with the pricing/valuation norms prescribed in Foreign Exchange
Management (Overseas Investment) Rules, 2022, or corresponding extant Regulations in case where
the transaction has been done under the earlier overseas investment framework**, as stipulated by the
Reserve Bank from time to time. The valuation for the investment in _______ (no of shares/% stake) is
arrived at _________ (amount in FCY).@
v. Indian entity has complied with the conditions prescribed in para 2 of Schedule I of Foreign Exchange
Management (Overseas Investment) Rules, 2022 on ODI in Financial services activity, or corresponding
extant Regulations in case where the transaction has been done under the earlier overseas investment
framework**, as stipulated by the Reserve Bank from time to time, wherever applicable.
vi. We have verified the records and certify that no delay in reporting is pending for regularization as
required under Regulation 12 of Foreign Exchange Management (Overseas Investment) Regulations,
2022.
vii. The amount of the guarantee(s) given by the group company of the Indian entity (as holding/ subsidiary/
promoter group company), together with the Financial Commitment/s of the group company, if any, are
within the limit as provided in Foreign Exchange Management (Overseas Investment) Rules, 2022 read
with the provisions contained in Foreign Exchange Management (Overseas Investment) Regulations,
2022 and Foreign Exchange Management (Overseas Investment) Directions, 2022. The total financial
commitment of the Indian entity __________________________ (Name of the Indian entity) is -------(in
foreign currency) the INR equivalent^ of which works out to INR that works out to ____% of
its Net Worth which is INR ___________/-, as on the date of last audited balance sheet, i.e., (date
________)
Note: @ Valuation certificate is attached
* Please refer to Regulation 5(2) of OI Regulations, in case of a guarantee extended by a group company.
^ Exchange rate of INR shall be taken on the date of financial commitment or this certificate, whichever is
earlier
** Notification No. FEMA.19/RB-2000 dated 3rd May 2000 and Notification No.FEMA.120/RB-2004 dated July
7, 2004, as amended from time to time
Signature of the Statutory Stamp/ seal
Auditors of the Indian entity
Place Date
Telephone No. Email
Form FC–Section F
Reporting of restructuring of the balance sheet of the foreign entity involving diminution in the
total value of the outstanding dues towards person resident in India on account of investment in
equity and debt
S. No. Particulars
a) Equity
b) Debt
a) Equity
b) Debt
c) Receivables
(i) Interest
(ii) Dividend .
a) Equity
b) Debt
a. The foreign entity has been incurring losses for last 2 years
c. The amount of diminution in value of the outstanding dues is less than twenty per cent of the total
value of the outstanding dues towards the IE
OR
The amount of diminution in value of the outstanding dues is more than twenty per cent. of the total
value of the outstanding dues towards the IE and the diminution in value has been duly certified on
an arm’s length basis by a registered valuer as per the Companies Act, 2013 (18 of 2013) or
corresponding valuer registered with the regulatory authority or certified public accountant in the
host jurisdiction and the certificate is dated not more than six months before the date of restructuring
I/ We hereby certify that the information furnished above are true and correct. I/We also duly acknowledge
that if any information furnished by me/us is found to be false and/or incorrect, it shall be construed
that the reporting requirements under FEMA, 1999, have not been complied with.
Place Place
Date Date
(Signature and seal of authorised official of the (Signature and seal of authorised official of the AD)
IE/ RI)
Name Name
Designation Designation
Email Email
Note: AD bank may ensure that the certificate furnished is in accordance with Para 14 of FEM
(Overseas Investment) Directions.
Form FC–Section G
IV Date of disinvestment
i. Sale or transfer of equity capital to another Furnish the details of the entity buying the stake and
person resident in India/ foreign partner/ whether the entity purchasing the stake is an existing
Individual or merger/ liquidation of IE foreign partner/ Indian partner in the foreign entity or a
foreign party/ person resident in India buying stake in
the concerned foreign entity for the first time.
ii. Closure/voluntary liquidation of the foreign Please attach relevant documentary evidence
entity
iii. Buy back by the foreign entity Please attach relevant documentary evidence
iv. Merger of two or more foreign entities of the Furnish details of merging foreign entity and the
same person resident in India surviving foreign entity such as name, UIN of the
foreign entity and the name of the person resident in
India concerned of both the foreign entities.Also
furnish details of SDS of those foreign entity which
shall merge.
v. Merger of the foreign entity with the step Furnish UIN of the merging foreign entity, the name of
down subsidiaries of the same person the person resident in India holding indirect stake in
resident in India or another SDS, name of the SDS. Level of SDS, name and
country/ jurisdiction of SDS and immediate parent of
SDS
vi. Merger of foreign entity with an independent Furnish the detail of the foreign company such as
foreign company not having any relation with name and address
the IE/ RI/ Trust/ Society
VIII Summary of the financial commitment (cumulative amount) in respect of the foreign entity
XI Whether there is write off (i.e. the difference between the original amount (proportionate amount in
case of partial disinvestment) of investment made and the amount of consideration received on
account of disinvestment, where the latter is less than the former)? If yes, please provide the
amount of write off
Equity Loan Others (please specify)
XIII Amount repatriated since reporting of the last APR except the disinvestment proceeds
Declaration
(a) The transfer is subject to a price arrived on an arm’s length basis. Copies of the necessary
documents/ valuation as required by the AD bank have been furnished to the AD bank.
(b) In case the transfer is on account of merger, amalgamation or demerger or on account of
buyback of foreign securities, such transfer, or liquidation (in case of liquidation of the foreign
entity), it has the approval of the competent authority as per the laws in India and/or the host
country/jurisdiction, as the case may be
(c) the transferor, in case of full disinvestment other than by way of liquidation, does not have any
dues outstanding for receipt, which the transferor is entitled to receive from the foreign entity as
an investor in equity capital and debt.
(d) the transferor has stayed invested for at least a year from the date of making ODI.
(e) All the remittances/ transactions have been reported to Reserve Bank and it reconciles with the
remittances / transaction details reported to the Reserve Bank.
(f) All the guarantees issued on behalf of the foreign entity and its SDS are either novated to
another entity or the guarantees are closed.
(g) In case any SDS has become the direct foreign entity as a result of disinvestment in the foreign
entity then it is certified that relevant sections of the Form FC with respect to all such SDS are
submitted to Reserve Bank through the AD bank for allotment of UIN.
(h) I/ We hereby certify that the information furnished above are true and correct. I/We also duly
acknowledge that if any information furnished by me/us is found to be false and/or
incorrect, it shall be construed that the reporting requirements under FEMA, 1999 have
not been complied with.
Place Place
Date Date
Signature and seal of authorised official of the IE / (Signature and seal of authorised official of the AD)
RI)
Name Name
Designation Designation
Email Email
1) The Form FC is required to be submitted to the designated AD bank by the person resident
in India seeking to invest in the foreign entity, whether under Automatic Route or Approval
Route.
2) Under Approval Route, the Form FC after scrutiny, should be submitted by the AD bank,
to the Reserve Bank as per the instructions in Para 3 of FEM (Overseas Investment)
Directions, 2022.
3) The Form FC is to be submitted while undertaking financial commitment in a foreign entity,
at the time of sending outward remittance or making a financial commitment, whichever is
earlier.
4) In case of acquisition of equity capital on deferred payment basis in accordance with
Regulation 7 of OI Regulations, the part of the consideration, payment of which is deferred
by the person resident in India shall be treated as non-fund-based commitment and shall
be reported accordingly. Subsequent remittance towards the payment of deferred
consideration shall be reported in Form FC as conversion of non-fund-based commitment
to equity capital. This subsequent remittance will not be treated as fresh financial
commitment for the purpose of the investment limit. Thus, there will be two submissions in
case of deferred payment and in case of delay in any of the submissions, facility of Late
Submission Fee may be availed.
5) In the case of non-fund based financial commitment, Form FC can be submitted before
undertaking such financial commitment. Any change in the date of undertaking the
financial commitment or the validity date, as the case may be, in the submitted Form FC
for such financial commitment, shall be informed to the AD bank latest by the next working
day from the date of undertaking such financial commitment.
6) Any roll-over of a guarantee must be reported in Form FC.
7) Along with Section A and B of Form FC only the relevant section(s), as applicable, may be
submitted. For undertaking financial commitment, including roll-over and conversion of
loan to equity, transaction details in Section C, declaration by the Indian entity/resident
individual in Section D and certificate by the Statutory Auditors of the Indian entity /group
company, as the case may be, in Section E shall be submitted.
8) While undertaking remittance towards acquisition of equity capital on deferred payment
basis, where Form FC was already submitted with duly filled Sections D & E, as non-fund
based commitment, these Sections may not be furnished again. A copy of the earlier
furnished Form FC may be submitted to AD for reference.
9) For subsequent remittances, Section A and B may not be filled unless there is any change
in the details of the person resident in India/ foreign entity/ SDS/ capital structure submitted
at the time of reporting of previous Form FC.
10) In case of issuance of guarantee by a group company, it shall be counted towards the
utilization of its financial commitment limit independently and if such group company has
any fund-based exposure to or from the Indian entity the same shall be deducted from the
Net worth of such group company for computing its financial commitment limit and shall
be reported accordingly as provided in Regulation 5(2) of OI Regulations.
11) AD may ensure that any financial commitment by an Indian entity by way of loan is duly
backed by a loan agreement and that rate of interest as mentioned in such agreement is
charged on an arm’s length basis.
12) AD bank may ensure that as on the date of undertaking the actual financial commitment,
the person resident in India does not breach the limit of financial commitment prescribed
by Reserve Bank.
13) In case of personal guarantee issued by a resident individual promoter, such guarantee
shall be reckoned towards the financial commitment limit of the Indian entity.
14) In case more than one person resident in India is investing in the same foreign entity, Form
FC shall be submitted individually by all such investing persons to the designated branch
of the AD bank. The AD bank should report the forms online indicating details of each
party. The Reserve Bank would allot only one UIN to a foreign entity.
15) The level of step-down subsidiary (SDS) shall be calculated treating the foreign entity as
the parent. So, an SDS directly under the direct foreign entity should be treated as first
level SDS. Accordingly, an SDS under the first level SDS would be treated as second level
SDS, so on and so forth.
16) Section F of Form FC is required to be submitted by such person resident in India whose
financial commitment changes as a result of the restructuring of the balance sheet of the
foreign entity. This should be submitted within 30 days from the date of such restructuring.
17) The Form FC is to be submitted while undertaking disinvestment in a foreign entity, within
30 days from the date of receipt of disinvestment proceeds (inward remittance). Where the
disinvestment proceeds are received in tranches in accordance with the agreement, each
such receipt shall be reported in Form FC.
18) All amounts of foreign currency (FCY) and Indian Rupees (INR) should be in actuals only.
19) The name of the FCY may be indicated as per SWIFT code.
20) The dates shall be in the format of DD/MM/YYYY.
21) The activity code as per NIC 1987 and NIC 2008 shall be furnished.
22) Each page of the Form FC should be duly signed and stamped with date by the person
resident in India submitting the same.
23) Reserve Bank reserves the right to put the information furnished here in the public domain.