FDI Filing with RBI Online (FIRMS Portal)

Foreign Direct Investment (FDI) refers to investment made by a non-resident individual, entity, or body corporate into an Indian company through permitted equity instruments, resulting in ownership, control, or a lasting economic interest in the Indian business. FDI may take place through subscription to fresh shares, capital infusion, transfer of shares between resident and non-resident parties, or acquisition of an existing stake, either directly or indirectly.

FDI in India is governed under the Foreign Exchange Management Act, 1999 (FEMA) and the rules, regulations, and circulars issued thereunder. The regulatory framework is administered by the Reserve Bank of India (RBI), Ministry of Finance, and the Department for Promotion of Industry and Internal Trade (DPIIT) through the consolidated FDI Policy. All FDI transactions must be routed through an Authorized Dealer Category–I (AD–I) Bank and are subject to sectoral caps, entry routes, pricing guidelines, reporting timelines, and compliance requirements.

Scope of Services – Checkpoints

Step 1: Eligibility & Sector Review

• Assess whether the proposed foreign investment falls under the Automatic Route or the Approval Route as per the prevailing FDI Policy.
• Examine applicable sectoral caps, entry restrictions, conditionalities, and any performance-linked requirements.
• Review downstream investment implications, if applicable.
• Verify foreign investor eligibility including:
  • Country of incorporation / nationality and restrictions under Press Notes or Government notifications
  • Beneficial ownership structure
  • Compliance with RBI KYC and anti-money laundering norms
• Highlight approval or prior government consent requirements, where applicable, and outline the compliance approach.

Step 2: Valuation & Pricing Guidelines

• Coordinate with the company to obtain a valuation certificate from a SEBI-registered Merchant Banker or Chartered Accountant, as applicable under FEMA.
• Ensure that valuation methodologies are internationally accepted and in line with RBI pricing norms.
• Verify pricing compliance for:
  • Fresh issue of shares to non-residents
  • Transfer of shares from resident to non-resident
  • Transfer of shares from non-resident to resident
• Ensure adherence to minimum pricing (floor price) or maximum pricing (ceiling price), as prescribed.

Step 3: Internal Approvals

• Facilitate preparation and approval of Board Resolutions covering:
  • Acceptance of foreign direct investment
  • Allotment or transfer of equity shares
  • Authorization for execution of agreements and regulatory filings
• Review share capital structure, post-investment shareholding pattern, investment amount, and timelines.
• Ensure resolutions are aligned with Companies Act, FEMA, and AD Bank documentation requirements.

Step 4: Receipt of Foreign Remittance

• Coordinate receipt of foreign inward remittance into the Indian company’s designated bank account.
• Liaise with the AD Bank for issuance of the Foreign Inward Remittance Certificate (FIRC).
• Facilitate collection of the foreign investor’s KYC report from the remitting overseas bank.
• Reconcile remittance details with transaction documents to ensure consistency and compliance.

Step 5: RBI Reporting – FC-GPR / FC-TRS

A. Fresh Issue of Shares – FC-GPR

• Prepare and file FC-GPR on the RBI FIRMS portal within 60 days from the date of allotment of shares.
• Compile and upload supporting documents including:
  • Valuation certificate
  • Board and shareholder resolutions
  • Updated shareholding pattern (pre- and post-investment)
  • Declarations and statutory certificates
  • FIRC and investor KYC documents
• Coordinate with AD Bank for verification and acknowledgment.

B. Transfer of Shares – FC-TRS

• Prepare and file FC-TRS within 60 days from the date of receipt of consideration or transfer of shares, as applicable.
• Applicable for share transfers between resident and non-resident parties.
• Ensure confirmation, approval, and acknowledgment through the AD Bank.

Deliverables

A. Indian Entity Documentation

• Latest audited financial statements
• Valuation certificate
• Board Resolution approving:
  • Receipt of FDI
  • Allotment or transfer of shares
• Company KYC documents including PAN, CIN, and registered address proof
• Shareholding structure before and after the proposed transaction

B. Foreign Investor Documentation

• Investor KYC documents (passport / certificate of incorporation)
• Nature of business and ownership / beneficial ownership structure
• Remittance details including SWIFT confirmation

C. Transaction Details

• Amount of proposed investment
• Mode of investment (equity shares)
• Nature of transaction (Fresh Issue – FC-GPR / Transfer – FC-TRS)
• Pricing and valuation basis
• Applicable sector and entry route (Automatic / Approval)

D. Documentation & Compliance Support

• End-to-end preparation and review of FDI-related documentation
• Coordination with AD Bank for KYC verification, FIRC issuance, and regulatory filings
• Assistance with FIRMS portal filings and clarifications
• Ongoing monitoring to ensure FEMA and FDI Policy compliance throughout the transaction lifecycle

E. Commercial & Banking Clarity

• Provide clarity on AD Bank charges prior to transaction execution
• Guidance on transaction-related fees and bank margins

F. Confirmation & Regulatory Closure

• Ensure confirmation of fund credit
• Collection of FIRC and KYC reports from the bank
• Successful filing and acknowledgment of FC-GPR / FC-TRS forms

Timeline

• Credit of funds: Same day or next working day, subject to remitting bank processes and KYC clearance.
• Overall timelines for FC-GPR / FC-TRS filings are dependent on:
  • Nature of transaction (fresh issue or transfer)
  • Availability and completeness of documents
  • Valuation timelines
  • AD Bank processing and compliance checks
• Client to provide written authorization from registered email ID confirming that Silkroutech is appointed to facilitate coordination and documentation. All statutory approvals and confirmations remain the responsibility of the company.

Exclusions

• Sectoral or Government approvals under the Approval Route
• Foreign exchange rate negotiation
• Annual FLA filing
• Coordination with foreign banks
• Post-investment and ongoing compliance requirements