Alternate Director - NRI Director

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Divya Karthik (Querist)

31 December 2010 Can a private limited company accept loan from NRI DIRECTOR?If so, what are reporting requirements under FEMA?

Also can an alternate director incur expenses on behalf of the private company and the company subsequently reimburse them back?

Kindly help

Pradeep Kamath

Pradeep Kamath (Expert)

31 December 2010 Companies Act does not prohibit such transactions.
1.As per FEMA- Permissible Capital Account Transactions, Regulations 2000, a resident company can raise loans from a non-resident, provided that the company is not engaged in activities mentioned under Regulation 4 (b).
2.Alternate Director, like any other director may incur expenses on behalf of the company.

Ajay Mishra

Ajay Mishra (Expert)

31 December 2010 Hi

Yes, Company can do subject to the following compliance:

REPORTING OF FDI

(i) Reporting of Inflow

(a) An Indian Company receiving invest from outside India for issuing shares under the FDI scheme, should report the details of the amount of consideration, to the Regional office concerned of the Reserve Bank not later than 30days from the date of receipt in the advance.
(b) Indian company are required to report the details of the receipt of the amount of consideration for issue of shares through an AD Category-I bank, together with the copy of the FIRC evidencing the receipt of the remittance along with the KYC report on the non-resident investor from the overseas bank remitting the amount.

(ii) Time frame within which shares have to be issued

The equity instruments should be issued within 180 days from the date of receipt of inward remittance or by debit to the NER/FCNR (B) account of the non-resident investor. In case the equity instruments are not issued within 180 days from the date of receipt of the inward remittance or the date of debit to the NER/FCNR (B) account, the amount of consideration so received should be refunded immediately to the non-resident investor by onward remittance through normal banking channels or by credit to the NER/FCNR(B) account, as the case may be. Non-compliance with the above provision would be reckoned as a contravention under FEMA and could attract penal provisions. In exceptional cases, refund of the amount of consideration outstanding beyond a period of 180 days from the date of receipt may be considered by the Reserve Bank, on the merits of the case.
(iii) Reporting of Issue of Shares

(a) After issue of shares the Indian company has to file Form FC-GPR not later than 30 days from the date of issue of shares.
(b) Part-A of Form FC-GPR has to be dully filled up and signed by MD/Director/Secretary of the Company and submitted to the Authorised Dealer(AD) of the company, who will forward it to the RBI.
(c) The report of the receipt of consideration as well as Form FC-GPR have to be submitted by the AD bank to the Regional office concerned of the RBI under whose jurisdiction the Registered office of the company is situated.
(d) Part-B of Form FC-GPR should be filed on an annual basis by the Indian Company, directly with the “Advisor, Balance of Payment Statistical Division, Department of Statistics and Information Management, RBI, C9, 8th Floor, Bandra-Kurla Complex, Bandra (E), Mumbai-400051”. This is an annual return to be submitted by 31st July every year, pertaining to all investments by way of direct/portfolio investments/re-invested earning/ others in the Indian company during the previous years.

Regards
CS Ajay Mishra

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