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Companies law query

Ravi Kumar Somani (Indirect Taxes Specialization) (3893 Points)

21 March 2016

Dear Friends,

What are the documents we require to file with form FC-GPR while allotting shares to foreign shareholders pursuant to the scheme of merger?

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5 Replies

Megha Choudhary (Management Trainee) (541 Points)
Replied 22 March 2016

Within 30 days from the date of issue of shares, a report in Form FC-GPR- PART A together with the following documents should be filed with the Foreign Exchange Department, Regional Office concerned of the Reserve Bank of India.

• Certificate from the Company Secretary of the company accepting investment from persons resident outside India certifying that:

The company has complied with the procedure for issue of shares as laid down under the FDI scheme as indicated in the Notification No. FEMA 20/2000-RB dated 3rd May 2000, as amended from time to time.

• The investment is within the sectoral cap / statutory ceiling permissible under the Automatic Route of the Reserve Bank and it fulfills all the conditions laid down for investments under the Automatic Route,

• OR

• Shares have been issued in terms of SIA/FIPB approval No. --------------------- dated -------------------- (enclosing the FIPB approval copy)

• Certificate from Statutory Auditors/ SEBI registered Merchant Banker / Chartered Accountant indicating the manner of arriving at the price of the shares issued to the persons resident outside India.

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Ravi Kumar Somani (Indirect Taxes Specialization) (3893 Points)
Replied 22 March 2016

Thanks for the elobarated reply Megha.

Ram Kumar (188 Points)
Replied 22 March 2016

Dear Ravi Kumar,

Please find the below details.

FC-GPR (Part A) along with the annexures and thereby condone the delay in filing the said form:

Copy of FIRC Annexure – 1
Copy of Intimation for the Inward remittances to RBI Annexure – 2
Copy of the extracts of the resolution passed by the Board of Directors for allotment shares. Annexure – 3
Copy of the List of Allottees for the allotment Annexure – 4
Copy of the PAS-3 along with its receipt filed with the Ministry of Corporate Affairs for allotment of shares is annexed herewith as Annexure – 5
Original share valuation Certificate issued by a Chartered Accountant is enclosed herewith as Annexure – 6
Certificate from the Company Secretary Annexure – 7

Original Compliance Certificate issued by the Company Secretary is annexed herewith as Annexure - 7

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Kamal Kumar (B.Com) (647 Points)
Replied 22 March 2016

Hi Ravi

You need to send the following documents along with Form FC-GPR for allotment of Shares post merger:

Certificate from Practicing Company Secretary as per Para 9(1)(B)(i) of Schedule I to the Foreign Exchange Management (Transfer or issue of security by a Person Resident Outside India) Regulation, 2000 as amended upto date.
Court order approving the scheme of amalgamation.
Report with RBI pursuant to Regulation 7 (c) of Foreign Exchange Management (Transfer or Issue of Security by a Person Resident Outside India) Regulations, 2000.
Certified true copy of the Board Resolution approving the scheme of amalgamation.
Form PAS-3 along with Challan

Thanks & Regards

Kamal Kumar

www.dokmart.com

Ravi Kumar Somani (Indirect Taxes Specialization) (3893 Points)
Replied 13 April 2016

Kamal can you please send me the format of Report with RBI pursuant to Regulation 7 (c) of Foreign Exchange Management (Transfer or Issue of Security by a Person Resident Outside India) Regulations, 2000.