In a partial manner notification is applicable to the existing FDI. It is expected from the company that company provide all the details of existing FDI in the prescribed format and prescribed manner as available with this notification.

SMF gives the facility related to reporting of total foreign investment in an Indian entity and also provide facility related to investment in investment vehicle to the person outside India.

Before any implementation of this process, Reserve Bank of India will provide specific format from 28.06.2018 to 12.07.2018 to Indian entities for input the data of foreign investment.

Before the implementation of Single Master Form (SMF), RBI would provide an interface of specified format called Entity Master File (EMF) to Indian entities for input the data of total foreign investment.

From 28.06.2018 to 12.07.2018 RBI will made available this interface of EMF in their website.

The Indian entities who will not qualify the pre-requisite requirement will not able to receive any foreign investment in India and those Indian entities will be considered as non-compliant of Foreign Exchange Management Act (FEMA), 1999 and regulations.

What is SMF:-

• RBI will introduced a SMF for fulfill the objective of integration of various reporting structure of foreign investment in India.
• The SMF is required to be filed online and also provide a facility to Indian entity for reporting total foreign investment.
• Single Master File is a substitute of individual reporting currently done through “Form FC-GPR, FC-TRS, LLP-I, LLP-II, ESOP, CN&DRR”.
• However the requirement of submitting the annual statement of “foreign liabilities and assets” to RBI is continue same 15 July every year.
• The Single Master Form will be integrated reporting forms which will event-based form helping the person residing outside India in reporting the total foreign investment.
• Entity Master Data (EMD) Annex-I : It is required to all Indian entities to provide all the details of foreign investment received by them till the current date called as Entity Master Data.
• The format of is given in Annex-I of said notification.
• SMF will also provide the facility of reporting of total foreign investment in an Indian entity via company, LLP & other investment vehicles(REITs)/Infrastructure Investment Trusts(Invlts)/Alternative Investment Funds(AIFs).
• It is the substitute of existing forms such as:
  • For issue & transfer of shares – FC-GPR & FC-TRS.
  • foreign direct investment & foreign disinvestment/transfer of capital contribution in LLP – FORM LLP-I & II.
  • issue of employee stock option plan – FORM ESOP
  • The issue or transfer of convertible notes – FORM CN
  • A issue or transfer of depository receipts – FORM DR
  • Single Master Form will also compulsory in following:-
  • Reporting the Downstream Investment (Indirect Foreign Investment) in a company or LLP via FORM DI.
  • vehicle (including REITs, Invlts &AIFs) via FORM InVi

Subsequent Investments in Annex-2:-

For any subsequent foreign investments, an integrated reporting structure of various types of foreign investment introduced which will be called SMF.

The format of SMF is given in Annex 2 of said notification. While the format of the form has been provided as Annex 2 to the circular, RBI is yet to notify the form.

Once notified, the form will be available in the master direction on reporting as well as on the website for the entities to file it as and when required.

Consequences of non-complaint by indian companies cannot receive FDI

• The Indian entities who will not qualify the pre-requisite requirement will not able to receive any foreign investment in India.
• Those Indian entities will be considered as non-compliant in Foreign Exchange Management Act (FEMA), 1999 and regulations.
• FEMA requires observation of its provisions in letter and spirit and if any contravention may land in penalties on the erring company and individuals.
• There are some conditions and stipulations in case of FDI, ODI, investment by individuals in foreign shares, purchase of assets in foreign countries, extending guarantees, availing ECBs, supplier’s credit.

WHAT IS ENTITY MASTER DATA:-

ENTITY INCLUDES

• Startup companies which complies all the condition listed in Notification No. G.S.R 180(E) dated February 17, 2016 issued by Department of Industrial Policy and Promotion, Ministry of Commerce and Industry, Government of India
• Company registered u/s 1(4) of the companies act, 2013.
• LLP registered under limited liability partnership act, 2008.

For filing registration form valid entity user is required by every entity. So now question arise

WHO IS VALID ENTITY USER

Entity user is that person who is authorized by entity for register an entity in entity master of firm application. An entity user is the only person who can update the detail of foreign investment of an entity.

Every company have only one entity user and if entity want to change the entity user then entity have to contact to the RBI helpdesk.

A person can be entity user of more than one entity but entity user requires separate registration for every entity.

STEPS FOR REGISTERING A PERSON AS AN ENTITY USER

1. Entity issue an authority letter in the format given by RBI in annexure to that person who is authorize for registering as an entity user. Entity user keep all the foreign investments details ready.
2. URL https://firms.rbi.org.in is open to access the login page.
3. Click on registration form for registering new entity user.
4. Fill all the details of registration form then click the submit button.
5. After that a message “Record Saved Successfully” is received.
6. Authority Letter submitted by the entity user will be verified by RBI and after RBI’s approval, the user will receive the password on their registered email ID from RBI.
7. Entity Master
8. Enter your user name and new password. On successful login the home page (dashboard) is displayed.
9. Click on the top – left option button to open Menu. Click on the Master Setup under Menu. Then click Entity Master.
10. Then fill entity details by following steps
11. Click ADD button.
12. Click Entity Details tab
13. Click Particulars Tab
14. Click Foreign Investment in Company / LLP Tab and enter all the details of foreign investment received by the entity from the date of incorporation.
15. After adding of all the details of foreign investment click the declaration check after checking declaration entity user can submit the details.

The entity should also require reporting indirect foreign investment received by the entity. The entity shall provide the details of all foreign investment received till the current date.

This will also be inclusive of all foreign investment, irrespective of the fact that the regulatory reporting to RBI for the same has been made or not or whether the same has been acknowledged or not.

In case if entity has received foreign investment and is willing to make the filing in the SMF, being made available from August 01, 2018, the same shall not be included in the foreign investment details.

FOR COMPANY

Total Paid-up capital of company on fully diluted shares.

Fully diluted shares mean the total number of shares that would be outstanding if all possible sources of conversion are exercised. It includes:

• Equity shares
• CCDS/ CCPS: Equivalent Equity shares (maximum)
• Share warrants: Equivalent Equity shares considering 100% exercise upfront
• ESOPs: Equivalent Equity shares considering 100% exercise upfront

FOR LLP – Total capital contribution in LLP.

Points to be kept in mind for working on Entity Master:-

1. All details must be provided in one time.
2. When all the mandatory fields have been filled then only submit button is enabled.
3. The reset button can reset the complete form.
4. Once the details have been submitted the Entity user can modify the details.

RJA comments

The integration of the extant reporting structures is a positive move made by RBI to simplify and rationalize reporting for foreign investment in India.

This crucial amendment is in line with the SEBI circular which was issued for the listed companies for monitoring FDI limits.

There may be certain practical difficulties before implementation of the new form for the Indian entities to collate details on foreign investment.

especially as the window for uploading such data on the RBI interface is open for only 15 days.

Now severe consequences attached to non-filing, Indian entities having foreign investment must prepare to submit the information timely. 

For query or help, contact:   singh@carajput.com or call at 09811322785/4 9555 5555 480)