FEMA is not paperwork. It is the architecture that decides whether your investment can leave the country it came from, sit comfortably in India, and one day be sold, repatriated or listed. We diagnose route, defend pricing and own the filings end to end.
Sector · Cap · Route
Activity-by-activity mapping to Automatic vs Government Route, sectoral caps, entry conditions and performance-linked obligations.
PN 3 · Beneficial Ownership
Cap-table read through to ultimate beneficial owners, identification of PN3 exposure, structuring around it and approval architecture where required.
FCGPR · 30 days
Form FCGPR within 30 days of allotment, valuation report defence, FIRC, KYC and AD Bank coordination.
FCTRS · 60 days
Resident-to-non-resident and non-resident-to-resident share transfers, pricing guideline defence, FCTRS filing through AD Bank.
Downstream · DI
Indirect foreign investment architecture for owned-or-controlled Indian holdcos, Form DI reporting and sectoral pass-through.
ODI · ECB · ESOP
Overseas Direct Investment, External Commercial Borrowings, ESOP grants to non-resident employees and the related cross-border reporting.
Map direct, indirect and beneficial owners. Identify PN3 exposure at every level. Output: a clean route opinion before the term sheet locks.
Read activity against FDI policy and NDI Rules. Output: Automatic or Government Route, sectoral caps and entry conditions.
Where Government Route or PN3 applies, prepare DPIIT/administrative ministry submission, coordinate sectoral regulator and timeline.
Engage CA/Merchant Banker for valuation under internationally accepted methodology and defend pricing guideline on file.
File within statutory windows through AD Bank with full document set; archive for future diligence and audit defence.
Where downstream investment exists, file DI and rebuild ongoing FLA and Annual Return on FLA discipline.
The Consolidated FDI Policy and the FEMA Non-Debt Instruments Rules, 2019 are the governing instruments. Each sector and activity is mapped to either the Automatic Route (no prior Government approval, only post-investment reporting) or the Government Route (prior approval through the administrative ministry coordinated by DPIIT). The diagnosis must also read sectoral caps (e.g., 49%, 74%, 100%), entry conditions (e.g., manufacturing only, technical collaboration), and any performance-linked obligations attached to the sector.
Press Note 3 (April 2020) introduced a prior Government approval requirement for any FDI from a country sharing a land border with India, or where the beneficial owner is situated in or is a citizen of such a country. The rule reaches through holding structures and beneficial ownership — it is not a footnote on the cap table. Where any contributor in the investment chain triggers PN3, the approval becomes a condition precedent and a cap-table variable for every subsequent round.
Form FCGPR (Foreign Currency – Gross Provisional Return) is filed with the RBI through the AD Bank within 30 days of issue/allotment of shares to a non-resident, to report inward investment. Late filing is a compoundable contravention under Section 13 of FEMA, 1999. Compounding orders for FCGPR delays carry monetary penalty and are published, which becomes a deal variable for any subsequent investor or acquirer.
Form FCTRS (Foreign Currency – Transfer of Shares) reports the transfer of shares between a resident and a non-resident (or vice versa). It must be filed with the RBI through the AD Bank within 60 days of the transfer or remittance, whichever is earlier. The pricing guideline under the NDI Rules (typically based on a Chartered Accountant / Merchant Banker valuation under internationally accepted pricing methodology) must be defended on the FCTRS file.
Yes. Investment by an Indian company having FDI into another Indian entity is a downstream investment under the NDI Rules and attracts indirect foreign investment principles, including pricing guideline, sectoral conditions and reporting in Form DI. Where the investing company is owned or controlled by non-residents, the downstream investment is treated as indirect foreign investment in the downstream entity. The architecture must be designed before the investment, not after.
Treaty optimisation, transfer pricing, GST cross-border and Equalisation Levy / SEP exposure.
RBI, SEBI, MeitY, CDSCO, IRDAI, BIS — licence architecture mapped and sequenced.
Form, incorporation, governance and Day-1 operating registers for India.
Sector cap, PN3 read and pricing constraints are the three variables that decide every term-sheet number.