Single Master Form (“SMF”)
Integrates the reporting requirements for Foreign Direct Investment (FDI) in India, irrespective of the Instrument through which Foreign Investment is made.
To be made available w.e.f. 1st August,2018
Entity Master Form (“EMF”)
One-time reporting of all form of foreign investment in all Indian Entities
To be filed online between 28th June, 2018 and 12th July, 2018
- The reporting of FDI, which is presently a two-step procedure viz., ARF and FC-GPR would be merged into a single revised FC-GPR.
- Reporting of indirect foreign investment through form DI and reporting of inflows in investment vehicles through Form InVi.
- The reporting in FC-TRS, LLP-I, LLP-II, ESOP, DRR and CN would also be made in SMF only.
- Definition of ‘Entity’
- A Company within the meaning of Section 1(4) of the Companies Act, 2013;
- A Limited Liability Partnership (LLP) registered under the Limited Liability Partnership Act, 2008;
- A startup which complies with the conditions laid down by Department of Industrial Policy and Promotion.
- Disclosure requirement:
- Process Flow for Entity Master
- “ENTITY USER” REGISTRATION PROCESS
- Every Company has to authorise one person who shall register an Entity Master of FIRMS application. He/she shall be the sole person authorized to add/update the foreign investment details of an Entity in the Entity Master and would be entirely responsible for the data entered. (Format of the authority letter provided by RBI).
- One entity can have only one entity user. If the entity wishes to change the Entity user, it may contact RBI helpdesk.
- One person can also be an entity user for more than one entity. However, the person has to obtain separate registrations for the same as the registration is entity specific.
- The user should provide their own PAN No. (not the PAN No. of the company).
- 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 email ID firstname.lastname@example.org.
- CREATION OF ENTITY MASTER
- Enter all Foreign Investment received by the entity since the date of incorporation. Details of each Issue / transfer (and not investor wise) have to be filled in this page, one after the other.
- If Company:
- Equity shares: As 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
- If LLP:
- The entity should also report indirect foreign investment received by it.
- The entity shall provide the details of all foreign investment as on date on an aggregate level. 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 the entity has received foreign investment and is willing to make the filing in the Single Master Form, being made available from August 01, 2018, the same shall not be included in the foreign investment details.
- In case a company that has created the entity master, allots shares which are not reported in the Entity Master and reports the same on e-biz, the company has to update the entity master at ‘Foreign Investment in Company / LLP’ and ‘Foreign Investment Info’)
- OTHER POINTS TO REMEMBER
- All details must be provided in one go.
- Only when all the mandatory fields have been filled, the submit button is enabled.
- The RESET button will resent the complete form.
- Once the details have been submitted the Entity user can modify the details.
- The onus of the integrity of the data entered is on the Entity user.
- NON-COMPLIANCE WITH EMF: Indian entities not complying with this pre-requisite will not be able to receive foreign investment (including Indirect Foreign Investment) and will be non-compliant with Foreign Exchange Management Act, 1999 and Regulations made thereunder.