Introduction

1.1 The Reserve Bank, 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.

1.2 In order to implement this announcement, the Reserve Bank is introducing an online application, FIRMS (Foreign Investment Reporting and Management System), which would provide for the SMF. FIRMS would be made online in two phases. In the first phase, the first module viz., the Entity Master, would be made available online. Instructions in this regard were already issued through A. P. Dir. Series Circular No. 30 dated June 07, 2018.

1.3 In the second phase, the second module containing 9 reports would be made available with effect from September 01, 2018. With the implementation of SMF, 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. The SMF also introduces reporting of indirect foreign investment through form DI and reporting of inflows in investment vehicles through Form InVi. Further, the reporting in FC-TRS, LLP-I, LLP-II, ESOP, DRR and CN would also be made in SMF only. The finalized structure of SMF and operational instructions thereof would be made available in the Master Direction on Reporting under FEMA, 1999.

1.4 The first module will be available to the public for data entry between June 28 (at 1:00 PM) and July 12, 2018. The date was extended till July 20, 2018. It would provide an interface for Indian entities [as defined in Foreign Exchange Management (Transfer or issue of security by a person resident outside India) Regulations, 2017 dated November 07, 2017 and as amended from time to time] to input their existing foreign investment (including indirect foreign investment) data. Entities shall provide data with respect to all foreign investments received, irrespective of the fact that the regulatory reporting to the Reserve Bank for the same has been made or not and whether the same has been acknowledged or not.

1.5 Indian entities not complying with these instructions will not be able to receive foreign investment (including indirect foreign investment) and will be treated as non-compliant with Foreign Exchange Management Act, 1999 (FEMA) and regulations made thereunder and liable for action as laid in FEMA or the regulations made thereunder.

1.6 Where the entities have not been able to register for the Entity master, they may do so from September 01, 2018. However, they may provide the reasons for not registering within the time period along with the authority letter.

User Manual for Entity Master

1. Who is an 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 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

2. Process Flows

2.1 Schematic representation of Entity User Registration and Entity Master

3. Process flow for Entity Master

3.1 Entity User

• An Entity User is a person authorized by the entity (company/ LLP/startup) to register an entity in the Entity Master of FIRMS application.

• The Entity User would 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.

• One entity can have only one entity user. If the entity wishes to change the Entity user, it may contact RBI helpdesk, the details of which are available under “Contact Us”.

• 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.

4. Registration for an Entity User

4.1 Pre-requisites

• Authority letter: The entity may issue an authority letter, in the format as given at Annex to the identified personnel authorizing him/her for registering as an Entity user for the entity.
• The Entity user may keep ready all details of foreign investment in the entity.

4.2 Registration Process

• Uniform Resource Locators (URL) of the application is https://firms.rbi.org.in
• The person, for registering as Entity User, may access the login page of the FIRMS application using the above URL on the internet.

4.3 Landing page for Registering an Entity User

4.4 Creation of new Entity user.

Step 1: Click on Registration form for New Entity User

Step 2: A pop-up box showing Entity User Registration form opens.

Step 3: Fill all the details in the Entity User Registration Form.

4.5 Field Descriptions

The fields in the Entity User Registration Form are described in the following table.

 

Step 4: Click on Submit button after filling all the details.

Step 5: Message “Record Saved Successfully” pops up. User has created its user ID.

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 autoreply-fid@rbi.org.in.

(Note: If the user does not receive the mail notification for approval/rejection of the registration within the next 48 hrs, he/she may contact by email)

Step 1: Enter User Name and Password as provided to the User in the email from RBI and click Login. The user would be asked to change his/her password upon first Login.

4.6 Change Password

Step 1. The Change Password window is displayed.

Step 2. Enter your old password in the Old Password field and new password in the New Password field.

Step 3. Re-enter the new password to confirm it and click continue.

5. Entity Master

5.1 Logging on to Entity Master

Enter your user name and new password.

5.2 Entry in Entity Master:

On successful login the home page (dashboard) is displayed.

Step 1: Click on the top - left option button to open Menu.

Step 2: Click on the Master Setup under Menu. Then click Entity Master. The following page is displayed:

5.3 Entity Details

Step 3: Click ADD button. The Entity details page is displayed:

Step 4: Click Entity Details tab

The fields in the Entity Details are described in the following table.

 

Step 5: Click Particulars Tab

The Following page is displayed:

Please add the pin code nearest to your area in case the pin code specific to your area is not displayed.

The fields in the Particulars tab are described in the following table.

Step 6: Click Foreign Investment in Company / LLP Tab.

Following page is displayed:

(a) If Company:

Paid-up Capital of the company on a fully diluted basis (where paid up capital on fully diluted basis= paid up shares on fully diluted basis * face value) in INR

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

1. Equity shares: As equity shares

2. CCDS/ CCPS: Equivalent Equity shares. (If the conversion ratio is not fixed upfront, the company may enter the maximum number of equity shares possible upon conversion in compliance with the pricing guidelines)

3. Share warrants: Equivalent Equity shares considering 100% exercise upfront

4. ESOPs: Equivalent Equity shares considering 100% exercise upfront

Note: If a start-up company has issued, convertible notes the same shall not be included in the paid-up capital on fully diluted.

To report only Capital Instruments held by persons resident outside India on a repatriable basis

5. The Indian companies who have made downstream investment in another Indian company for which it is considered as indirect foreign investment in terms of Regulation 14 of Foreign Exchange Management (Transfer or issue of security by a person resident outside India) Regulations, 2017 dated November 7, 2017 and as amended from time to time, shall inform the same to the Indian investee company for the purpose of providing details of indirect foreign investment in Entity Master.

(b) If LLP:

Total Capital contribution in LLP (in INR)

(c) Foreign Investment

• 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 as below. 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.

The fields in the Foreign Investment in a Company/ LLP tab are described in the following table.

 

Prior to July 20, 2018, the tab 3 of Entity Master was as below :

 

Note: The companies which have already filled in the data in the Entity Master, prior to July 20, 2018, may please check that the values in data fields as being reflected are correct with respect to the value of shares and percentage holding.

Step 7: Click Foreign Investment Info tab (Following page is displayed):

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 i.e. After entering the details of one issue user should click the Add Button (top right corner of the screen) and add the details of the next issue / transfer.)

The fields in the Foreign Investment Info tab are described in the following table.

(Note: 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’)

5.4 Declaration

Step 8: After all the issues / transfers have been added, user will have to click the declaration check box to enable submission of the entity master.

5.5 Submission

Step 9: Only after the declaration is checked, the entity user can submit the details.

Once the details of the company have been submitted it will be available on the Entity Master page. No email acknowledgement would be sent for the submission in the Entity Master.

6. Important Notes for Entity Master

6.1 All details must be provided in one go.

6.2 Only when all the mandatory fields have been filled, the submit button is enabled.

6.3 The RESET button will reset the complete form.

6.4 Once the details have been submitted the Entity user can modify the details.

6.5 The onus of the integrity of the data entered is on the Entity user.

7. Contact Us

Helpdesk for FIRMS to receive queries from stakeholders regarding entries to be made in FIRMS or to raise any issues encountered while creating/ updating the Entity Master.

FIRMS Helpdesk Team

E-mail.

Telephone Number (022 – 22601000 - Extn: 2617).

 

8. Do’s and Don’t’s