SHORT SUMMARY
The Foreign Exchange Management Act, 1999 (FEMA), governs cross-border transactions in India, including foreign investments into Indian companies. When an Indian company allots shares to a foreign national (non-resident individual) through a Rights Issue or Private Placement, the transaction must comply with the regulatory framework laid down under FEMA and the Foreign Exchange Management (Non-debt Instruments) Rules, 2019 ("NDI Rules").

This article details the applicable provisions, processes, and guidelines under FEMA, excluding the requirements under the Companies Act, 2013. As the process under Companies Act, 2013 has been shared in detail in separate Articles.
A. One-time preliminaries
Step |
What you do |
Why it matters |
1. Create "Entity Master" |
|
Populates the Entity Master database; without it, SMF forms cannot be opened. |
2. Create "Business User" (BU) |
|
Only a Business User can access the Single Master Form (SMF) workspace and file FC-GPR/other returns. |
3. Keep the digital toolkit ready |
|
Every attachment must be PDF ≤ 5 MB; have clear filenames-FIRMS rejects files with commas or special characters. |
B. Filing Form FC-GPR in the Single Master Form (SMF)
Portal action |
Field-by-field guidance |
Pro-tips |
|
1 |
Log-in → SMF workspace → "Add Return" → choose FC-GPR |
System auto-pulls entity CIN & name. |
Use the same browser session until submission-FIRMS times out at 15 minutes of inactivity. |
2 |
Common Details tab |
|
Rights issues: choose "Rights"; Private placements: choose "Preferential/Private". |
3 |
Issue Details tab |
|
Round figures to two decimals; FIRMS rejects more. |
4 |
Foreign Investor Details tab |
For each subscriber: name, country, address, constitution (individual/company), existing shareholding, post-issue shareholding. |
Use "+Add row" for multiple investors; copy-paste works from Excel. |
5 |
Amount of Issue / Remittance tab |
|
If multiple remittances, list each FIRC separately. |
6 |
Shareholding Pattern tab |
Auto-computes resident vs non-resident % before and after allotment-verify matches your cap-table. |
Mismatched totals are the single biggest cause of AD-bank query. |
7 |
Attachments |
Upload-
|
Merge multi-page docs into one PDF each; use OCR to keep file size small. |
8 |
Declaration & digital sign |
Tick the declarations; affix DSC (Class-III) or use e-sign (Aadhaar-based). |
The signer must be the registered Business User; ensure DSC token drivers are updated. |
9 |
Submit to AD-Bank |
Status shows "Pending at AD-Bank". Your AD scrutinises raise e-queries; respond via "Resubmit".Once satisfied, AD-bank forwards to RBI; The portal status becomes "Approved by RBI". |
Track daily; the 30-day FC-GPR clock stops once the initial submission is logged, not during query loops. |
10 |
Download acknowledgement |
After RBI approval, download the auto-generated PDF acknowledgement and file it in your FEMA binder. |
Auditors & future investors invariably ask for this proof. |
Troubleshooting & best-practice checklist
1. Entity/Business user mismatch?
Delete old cookies, re-log; use the same PAN and e-mail ID as in registration.
2. "Record already exists" error?
The CIN may already be in Entity Master-write to fdi@rbi.org.in with screenshots.
3. Size-limit failures?
Compress PDFs under 3 MB, avoid scan resolutions above 150 dpi.
4. Late submission?
Pay Late Submission Fee (LSF) through your AD-bank's AS-GEE portal; upload a challan copy in the query reply.
5. Press Note 3 investors
The portal will not accept FC-GPR until you input the FIFP approval number-keep that letter handy.