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FC-GPR-Part A





Ozg FEMA Consultant

Phone # 09811415831-37-61-72-84-92-94

Website: fema.in 



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 shares / convertible debentures are issued to the foreign investor, along with the documents mentioned in item No. 4 of the undertaking enclosed to this Form)
Permanent Account Number (PAN) of the investee company given by the Income Tax Department
















Date of issue  of shares /  convertible debentures










No.
Particulars
(In Block Letters)
1.

Name





Address of the Registered Office

  






State

Registration No. given by Registrar of Companies

Whether existing company or new company (strike off whichever is not applicable)
Existing company / New company

If existing company, give registration number allotted by RBI for FDI, if any

Telephone

Fax

e-mail




2.
Description of the main business activity
  
NIC Code


Location of the project and NIC code for the district where the project is located


Percentage of FDI allowed as per FDI policy


State whether FDI is allowed under Automatic Route or Approval Route (strike out whichever is not applicable)
Automatic Route / Approval Route
3
Details of the foreign investor / collaborator*

Name
Address

Country

Constitution / Nature of the investing Entity
[Specify whether
  1. Individual
  2. Company
  3. FII
  4. FVCI
  5. Foreign Trust
  6. Private Equity Fund
  7. Pension / Provident Fund
  8. Sovereign Wealth Fund (SWF)[1]
  9. Partnership / Proprietorship Firm
  10. Financial Institution
  11. NRIs / PIO
  12. Others (please specify)]
Date of incorporation







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
Conversion against import of capital goods by units in SEZ


08
ESOPs


09
Share Swap


10
Others (please specify)



Total


(b)
Type of security issued
No.
Nature of
security
Number
Maturity
Face value
Premium
Issue Price per share
Amount of inflow*
01
Equity






02
Compulsorily Convertible Debentures






03
Compulsorily Convertible Preference shares






04
Others (please specify)







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 or against import of capital goods by units in SEZ, a Chartered Accountant's Certificate certifying the amount 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 / convertible debentures to non-residents (including premium, if any) vide
(i) Remittance through AD:
(ii) Debit to NRE/FCNR A/c with Bank_________
(iii) Others (please specify)
Date of reporting of (i) and (ii) above to RBI under Para 9 (1) A of Schedule I to 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
Compulsorily convertible Preference Shares/ Debentures
Investor category
No.
of
shares
Amount
(Face Value) Rs.
%
No.
of
shares
Amount
(Face Value) Rs.
%
a)
Non-Resident
01
Individuals






02
 Companies






03
FIIs






04
FVCIs






05
Foreign Trusts






06
Private Equity Funds






07
Pension/ Provident Funds






08
Sovereign Wealth Funds






09
Partnership/ Proprietorship Firms






10
Financial Institutions






11
NRIs/PIO






12
Others (please specify)






Sub Total






b)
Resident






Total







DECLARATION TO BE FILED BY THE AUTHORISED REPRESENTATIVE OF THE INDIAN COMPANY: (Delete whichever is not applicable and authenticate)
We hereby declare that:
1. We comply with the procedure for issue of shares / convertible debentures 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 cap / statutory ceiling 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/entities—(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 and Conditions stipulated at Para 4.2 of Consoildated FDI policy Circular of Government of India have been complied with.
OR
 Foreign entity/entities—(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.
For the purpose of the 'same' field, 4 digit NIC 1987 code would be relevant.

b) We are not an Industrial Undertaking manufacturing items reserved for small sector.
                                                          OR
                                        
 We are an Industrial Undertaking manuafacturing items reerved for small sector  and the investment limit of 24 % of paid-up capital has been observed/ requisite approvals have been obtained.

c) Shares issued on rights basis to non-residents are in conformity with Regulation 6 of the RBI Notification No FEMA 20/2000-RB dated 3rd May 2000, as amended from time to time.
OR
Shares issued are bonus.
OR
Shares have been issued under a scheme of merger and amalgamation of two or more Indian companies or reconstruction by way of de-merger or otherwise of an Indian company, duly approved by a court in India.
OR

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 ____________________


4. We enclose the following documents in compliance with Paragraph 9 (1) (B) of Schedule 1 to Notification No. FEMA 20/2000-RB dated May 3, 2000:
(i)            A certificate from our Company Secretary certifying that
(a)          all the requirements of the Companies Act, 1956 have been complied with;
(b)          terms and conditions of the Government approval, if any, have been complied with;
(c)          the company is eligible to issue shares under these Regulations; and
(d)          the company has all original certificates issued by authorised dealers in India evidencing receipt of amount of consideration in accordance with paragraph 8  of Schedule 1 to Notification No. FEMA 20/2000-RB dated May 3, 2000.
(ii)           A certificate from Statutory Auditors / SEBI registered Category I Merchant Banker / Chartered Accountant indicating the manner of arriving at the price of the shares issued to the persons resident outside India.
5. Unique Identification Numbers given for all the remittances received as consideration   for issue of shares/ convertible debentures (details as above), by Reserve Bank.
                                                                              
R















                                                                                        .
                                                                                        .
                                                                                        .
                                                                                       
R
















 (Signature of the Applicant)*   :___________________________________________
(Name in Block Letters)           :___________________________________________
(Designation of the signatory) :___________________________________________
Place:
Date:

(* To be signed by Managing Director/Director/Secretary of the Company)


CERTIFICATE TO BE FILED BY THE COMPANY SECRETARY[2] 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 / convertible debentures 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 8 of Schedule 1 to Notification No. FEMA 20/2000-RB dated May 3, 2000.

(Name & Signature of the Company Secretary) (Seal)


FOR USE OF THE RESERVE BANK ONLY:














Registration Number for the FC-GPR:
Unique Identification Number allotted to the
Company at the time of reporting receipt of remittance

















* If there is more than one foreign investor/collaborator, separate Annex may be included for items 3 and 4 of the Form.

[1] SWF means a Government investment vehicle which is funded by foreign exchange assets, and which manages those assets separately from the official reserves of the monetary authorities.
[2] If the company doesn’t have a full time Company Secretary, a certificate from a practicing Company Secretary may be submitted.

Ozg FEMA Consultant

Phone # 09811415831-37-61-72-84-92-94

Website: fema.in