Every company having foreign investment(FDI), is required to report Reserve Bank Of India. Below two conditions need to be looked in to in case of FDI:
- Foreign investment must be in compliant to FDI policy.
- Securities issued must be in accordance with the Foreign Exchange Management.
As announced 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. The filing of SMF would be online.
Under the head Single Master form FC-GPR, FC-TRS, LLP-I, LLP-II, CN, ESOP, DI, DRR, InVi are to be filed and submitted. The Reserve Bank of India (the “RBI“), on September 1, 2018, released a user manual (the “SMF Manual“) to clearly set out the procedure for filing a single master form (the “SMF“), which it introduced on June 7, 2018, to integrate the existing reporting norms for foreign investment in India.
Table of Content
What is FC-TRS?
- The literal full form of Form FC-TRS is Foreign Currency Transfer.
- It is a form used by shareholder resident outside India and resident Indian or vice versa when they transfer their shares.
- The form FC-TRS along with the Form FC-GPR will be submitted to its authorized dealer bank, who will submit the same to the RBI.
Detailed steps as to How to file the Form FC-TRS with RBI?
The form FC-TRS shall be filed with the Authorized Dealer bank within Sixty days transfer of capital instruments of receipt/remittance of funds whichever is earlier.
Steps to file for Form FC-TRS
- Step 1: Registration for Business User
- Step 2: Logging in to firms
- Step 3: Logging in to SMF and reach out to your workspace.
- Step 4: Select the Return type
- Step 5: Common investment details
- Step 6: Common details
- Step 7: Particulars of transfer
- Step 8: Remittance details
- Step 9: Shareholding pattern
- Step 10: Submitting the form
Registration for Business User
- The applicant reporting for the transaction in Single Master form at FIRMS. A business user 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.
- For registering as a business user go to the FIRMS website at https://firms.rbi.org.in
- On the website open the Registration or for New Business User.
- Now fill up the details in the form namely
- User name (which should be unique)
- E-mail address
- Phone no.
- IFSC Code of the Bank branch to whom the reporting would be made.
- Authority letter as an attachment
- Company CIN/LLPIN
- PAN Number
- Entity name
- After filling the details the BU has to submit the form.
- 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.
Logging in to firms
- For logging in to FIRMS go to the website https://firms.rbi.org.in
- There by using User Name and default password given via an email, the BU will be able to set a new password.
- Logging in to FIRMS will lead the BU to his/her workspace.
Logging in to SMF and reach out to your workspace
- After completing the submission process for the form of registration of new business user, you will be able to login to the firms (website for the same is https://firms.rbi.org.in) now you can Login into SMF and reach your work space.
Now Click on the left navigation button you will be able to see many options and from that select Single Master Form.
Select the Return type- Form FC-TRS
- On single Master Form Click on the drop down menu “Return Type”where you will be able to see different types of forms Select “Form FC-TRS” and click on the Add new return.The user will be taken to form FC-TRS. Where certain details will be pre-filled like CIN, Company name, Pan Number etc. while some details like entry route and applicable sectoral cap/statutory ceiling will have to be filled.
Common Investment Details
- Then you will have to file the common investment details. These details are common to all the returns that can be reported in SMF In FC-TRS form. Fill up the common investment details in the form.
- After filling in the details of common investment, some common details needs to be filled in the next tab of Form FC-TRS
- Details such as way of transfer, change in the shareholding pattern if any, transfer is made from and to whom, nature of transfer, date of transfer, transfer type, and at last the buyer or seller details in case of sale or donor and donee details in case of gift.
Particulars of Transfer
- Then comes the details of transfer such as type of capital instruments, no. of instruments, conversion ratio, number of equity shares on a fully diluted basis, face value of equivalent shares, transfer price per instrument, the total amount of consideration and the fair value of the instruments at the time of transfer(in case of gift this would be kept blank)
Remittance details (won’t be applied to transfer of gift)
- The next thing you will have to fill in the Form FC-TRS are Remittance Details such as Mode of payment, Name of AD bank, Address of the AD bank, Amount remitted/received in Rs, Whether and Tranche number, Whether the remitter is different from a foreign investor
Share Holding Pattern
- Value of equity shares (on a fully diluted basis) other than Foreign Portfolio Investment and indirect foreign investment or Value of Capital contribution/profit shares, Foreign Portfolio Investment, and Indirect foreign investment- Value of equity shares (on a fully diluted basis)
- 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.
Submitting the Form
- After filling in all details, click on the Save and Submit for submitting the form.
The non resident transferor/ transferee will have to attach a declaration along with the form FC-TRS in the following format:
List of documents to be attached along with form FC-TRS
For Transfer by way of Gift
- Relevant regulatory approvals, wherever applicable, to be attached as “other attachment”.
- Consent letter: Consent letter between donor and donee for the transfer to be attached as other attachment.
- Non-resident declaration: As per the above format, to be attached as “other attachments”
For transfer by way of sale
- 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”
- Valuation Certificate: valuation certificate as per FEMA 20 (R) to be attached at “Transfer agreement/ Valuation certificate”.
- Non-resident declaration: As per the above format, to be attached as “other attachments”
- 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”.
- FIRC /Outward remittance certificate and KYC to be attached at the specified attachment.
Securities that are considered under FDI
- Equity Shares.
- Convertible Preference shares.
- Convertible Debentures.
Suggested read: Important FDI compliance under FEMA
Related Post: How to file form FC-GPR?
Know if there are any changes in FDI policy in: Union Budget 2020
FAQs regarding the FC-TRS
Who is to file form FC-TRS?
Transfer of capital instruments prescribed above shall be reported on receipt of every tranche of payment. One of the important dilemma between public at large is that who has to file this form with Authorised Dealer Bank?
The onus of reporting FC-TRS shall be on the resident transferor/ transferee or the person resident outside India holding capital instruments on a non-repatriable basis, as the case may be.
What is the Time Limit for filing FC-TRS?
The form FC-TRS shall be filed with the Authorised Dealer bank within sixty days of transfer of capital instruments or receipt/ remittance of funds whichever is earlier.
Whom should I contact first with respect to Business User registration and forms filed in SMF?
Contact your Authorised Dealer Bank first. Business User registrations and forms filed in SMF are processed at AD level.
I have registered as an Entity user but cannot see option for filing Single Master Form (SMF)?
For filing in SMF, one has to register as a Business User, which is separate from Entity User.
I am filing a form in SMF but the pre transaction values in Shareholding pattern are not correct?
The pre transaction values in the Shareholding pattern are fetched from the details in the Entity Master. Please verify the details in the Entity master
I have filed one form in SMF, but have not received acknowledgement?
All Forms in SMF are processed at AD bank level. Contact your AD bank to whom the reporting was made (as per the IFSC chosen at the time of Business User registration).
I have filed one file in SMF, but I cannot file any other form and the error pop-up “Submitted forms are under approval”. What should I do?
All forms in SMF are integrated with the Entity master and updates the shareholding pattern in the entity master upon acknowledgement. Therefore, the previous forms has to be completely processed before second form can be filed. Please check with your AD bank.
Is there any Statutory Fees for filing FC-TRS?
There is no upfront (like MCA portal) statutory fees for filing FC-TRS on E-biz portal, but AD Bank may charge for processing FC-TRS. The processing fees may vary from Bank to Bank. The bank may ask for an authorisation from Applicant in order to deduct the bank charges from account.
Is there any prescribed method for valuation of shares?
Price of share shall be decided on the basis of valuation of Shares as per any internationally accepted pricing methodology for valuation on an arm’s length basis duly certified by a Chartered Accountant or a SEBI registered Merchant Banker or a practicing Cost Accountant.
However, it is to be noted that merely filing of the Form FC-TRS does not discharge an entity of its duties in regards to compliance with the relevant laws, the same shall be considered complete only after the approval of RBI.
Hope this article was helpful.
Suggested read to know about – The procedure to file of the Form FC-GPR.
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