Filling of APR (i) (a) Filling of the APR is mandatory for the investments made outside India by a resident individual and resident ‘non individual’ both for the investments in Joint ventures (JV) or Wholly owned subsidy (WOS) outside India. These resident non-individuals are commonly known as Indian Party (IP) (b) A separate APR is to filed for ‘each’ JV or WOS under FEMA, 1999. (c) ‘Non filling’ of the APR before the due date i.e. 31st December every year shall be treated as a violation under FEMA, 1999. (d) A ‘maximum’ penalty @ 300% is to be levied on amount of the investments made outside India in JV or WOS. (e) However a ‘maximum’ penalty is to be levied as computed under head Foreign Exchange (Compounding Proceedings) Rules, 2000 or @ 300% whichever is lower. (ii) (a) Resident non individuals/ IP are permitted for the Overseas Direct Investments (ODIs) JV or WOS as located outside India.
These ODIs are permitted a ‘maximum’ 400% of the ‘effective Net worth’ of the IP (resident non individuals) through a JV or WOS as located or incorporated outside India. (b) Resident Individual (RI) are also permitted for the ODI’s in JV or WOS as located or incorporated outside India. These ODI’s are permitted through Liberalized Remittance Scheme (LRS). These ODI’s are permitted ‘maximum’ USD 2.5 Lacs ‘per’ financial year through LRS. (iii) ‘Audited’ Financial Statements of the JV or WOS IP or RI is required to file APR as based on the audited financial statements of the JV or WOS up to 31st December ‘every’ year. (iv) ‘Unaudited’ Financial Statements of the JV or WOS (a) IP or RI is required to file APR as based on the unaudited financial statements of the JV or WOS up to 31st December ‘every’ year where audit is not mandatory ‘outside India’ in the host country. (b) ‘Statutory Auditors’ of the IP are also required to certify that the law of the host country does not mandatorily require auditing of the financial statements of the JV or WOS and the figures of a APR are filled as per the ‘unaudited’ financial statements of the JV or WOS (c) And also Board of Directors of the IP is required to certify that the ‘unaudited’ financial statements are adopted and ratified by the board. (d) RI is required to ‘self certify’ regarding ‘unaudited’ financial statements, where RI is not required to have his Statutory Auditors. (v) Filling of the APR with an Authorized Dealer (AD) Bank IP or RI is required to file the APR as based on the audited or unaudited financial statements of the JV or WOS up to 31st December every year in a ‘physical mode’. (vi) Form for filling of the APR APR is to be filled in ‘Form ODI Part-II’ as available on RBI website separately for the ‘each’ JV or WOS.
2. Procedure for filling of the APR in Form ODI Part-II by IP or RI (i) Point No. 1 – Period APR period is to be filled from 01st April, 2021 to 31st March, 2022 for the financial year ending on 31st March, 2022. (ii) Point No. 2 – Unique Identification Number (UIN) (a) UIN Number as allotted by the RBI is to be filled. UNI number is a 13 digit alphanumerical number as allotted to the IP or RI. (b) Name of the respective JV or WOS is to be filled. (iii) Point No. 3 – Capital Structure of the JV or WOS (a) Details of the capital structures are to be filled as on last day of accounting year of the JV or WOS. (b) Share capital amount and percentage of the investments are to be filled. (c) Capital structure should be consisting of Indian investments by the IP or RI and also foreign investments by the ‘non’ IP or RI. (iv) Point No.
4 – Operational details of the JV or WOS (a) Operational details of the JV or WOS for last 2 years are to be filled. (b) Operational details includes:- (ba) Net profit/loss (bb) Dividend (bc) Net worth for last 2 years (c) Only 1 year operational details are to be filled where 1st year details are only available due to 1st year of the operations of the JV or WOS. (iv) Point No. 5 – Repatriations from the JV or WOS Details of the repatriations (remittances) from JV or WOS are to be filled under the followings 11 points as for current year and also since incorporation:- Current Year (31st March, 2022) Since commencement of business (a) Dividend (b) Repayment of Loan (c) Non-Equity Exports Realized (in INR) (d) Royalties (e) Technical Know-how Fees (f) Consultancy Fees (g) Others (Please specify) (h) Profit (i) Retained Earnings (j) FDI by JV/ WOS/ SDS into India (k) Refund of excess share application money and Transaction No, if any (v) Point No. 6 – Investment in Wholly Owned Step Down Subsidiary (SDS) of the JV or WOS Details of the Investment in SDS of the JV or WOS are to be filled in the following table:- (a) Name, Level and Country name of SDS (b) Name, Level and Country name of the parent of SDS (c) Investment Amount in FCY and Date of investment (if any) Currency: Amount: Date: (d) Investment type WO SDS JV SDS (e) Type of Step Down Subsidiary SPV/ Holding company Operating Operating Cum SPV (f) Activity code as per 1987 (g) % stake held in SDS (h) Is the activity of SDS into financial services (tick) Yes No
3. Certificates are to be enclosed with the APR (i) Certificate from the IP or RI A certificate about fulfillment of the legal compliances under FEMA, 1999 is to be printed on the IP or RI letterhead and it is to be signed and stamped by the authorized person of the IP or himself by RI. (ii) Certificate from the Statutory Auditors A certificate about fulfillment of the legal compliances under FEMA, 1999 is to be printed on letterhead and also to be signed and stamped by the Statutory Auditors of IP or himself by RI where RI is not having his Statutory Auditors.
4. Signing, Stamping and Printing of the APR:– (i) (a) The APR is to be signed by the authorized person and also by Statutory Auditors of the IP. (aa) Every page of the APR is to be signed and stamped by the authorized person of the IP (ab) Last page of the APR is to be signed and stamped by the authorized person of the IP and also by the Statutory Auditors of the IP. (b) APR is to be signed himself by RI where RI is not having his Statutory Auditors. (ii) APR is to be printed on the Normal A4 sheet by the IP or RI. Hence it is not to be printed on the letterhead of the IP or RI.
5. Documents are to be submitted with the APR:- (a) Latest Audited Financials of the JV or WOS (b) Latest Audited Financials of the Holding Company (c) APR Form dully filled and signed (i.e. Form ODI PART-II) (d) Certificate from the IP or RI (e) Certificate from Statutory Auditors of the IP and himself by RI where RI is not having Statutory Auditors. (f) Copy of the Share Certificates against previous equity remittances as were made to the JV or WOS (g) Covering Letter for the APR
6. Mode of Submission of the APR (i) APR along with supporting documents are to be submitted ‘physically’ to the AD bank of the IP or RI and to get acknowledgement of it for future references or correspondence. (ii) AD bank is also required to send APR to RBI where ‘specifically’ required by RBI. Hence AD bank is ‘not’ required to send APR to RBI where ‘not specifically’ required by RBI.
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