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RBI / FEMA / NBFC Compliances & Filings

Who Files This?

Companies and entities engaged in foreign transactions, foreign investments, or NBFC activities are required to file various returns and forms with the Reserve Bank of India (RBI) under the Foreign Exchange Management Act (FEMA), 1999 and NBFC regulations.

This applies to:

  • Indian Companies receiving FDI (Foreign Direct Investment).

  • Indian Companies making overseas investments (ODI).

  • Start-ups issuing shares to foreign investors.

  • NBFCs registered with RBI (deposit-taking or non-deposit taking).

Applicability Criteria

  1. FEMA Filings (Foreign Investments & Transactions)

    • FC-GPR: For issue of shares to a person resident outside India.

    • FC-TRS: For transfer of shares between resident and non-resident.

    • Form ODI: For Indian companies making overseas direct investment.

    • Form ECB: For availing External Commercial Borrowings.

    • Annual Return on Foreign Liabilities and Assets (FLA Return) – compulsory for companies with foreign investment, to be filed by 15th July every year.

  2. NBFC Filings (for RBI registered NBFCs)

    • NBS-1, NBS-2, NBS-3: Periodic returns on deposits, prudential norms, and liquid assets.

    • NBS-4: For rejected companies holding public deposits.

    • NBS-7: For non-deposit taking NBFCs with asset size ≥ ₹500 crore.

    • Statutory Auditor’s Certificate (SAC) confirming eligibility.

    • Branch Information Return for overseas branches (if any).

  3. RBI Other Returns

    • Single Master Form (SMF): Consolidated reporting of FDI/ODI/LLP investment.

    • Foreign Currency-Gross Provisional Return (FC-GPR) within 30 days of issue of shares.

    • ECB-2 Return: Monthly filing for outstanding ECBs.

Why It Matters

These filings ensure compliance with foreign exchange laws, RBI monitoring, and NBFC prudential norms. Non-compliance can lead to penalties, compounding proceedings, and restrictions on foreign investments or NBFC operations.

Process of Filing

  1. Identify applicable FEMA / NBFC regulations based on company transactions.

  2. Collect supporting documents (share certificates, valuation reports, agreements, auditor certificates).

  3. File respective forms (SMF, FC-GPR, FC-TRS, ODI, ECB, FLA, NBS, etc.) online through RBI FIRMS portal / COSMOS portal.

  4. Ensure certification by a Practicing Professional where required.

  5. Maintain proper records for future audits.

Due Dates (Key Highlights)

  • FLA Return – 15th July every year.

  • FC-GPR – within 30 days from issue of shares.

  • FC-TRS – within 60 days of transfer of shares.

  • ECB-2 Return – monthly.

  • ODI Annual Performance Report (APR) – by 31st December each year.

  • NBFC Returns – Quarterly / Half-yearly / Annual depending on category.

Penalty for Non-Compliance

  • FEMA Violations:

    • Penalty up to 3 times the amount involved, or ₹2 lakh if the amount is not quantifiable.

    • Further penalty of ₹5,000 per day for continuing default.

  • NBFC Violations:

    • Cancellation of NBFC license.

    • Monetary penalties and restrictions on raising deposits/credit.

How Law to Corporate (LTC) Helps

  • Assessing applicability of FEMA & NBFC filings to your business.

  • Drafting & filing FDI/ODI/ECB/FLA returns on RBI portals.

  • Assisting with NBFC registrations & ongoing filings (NBS returns, SAC, etc.).

  • End-to-end compliance support including audit readiness.

  • Advisory on structuring foreign transactions to stay fully compliant.