Foreign subsidiaries incorporated in India are, first and foremost, Indian companies — subject to the same annual filing requirements as any Private Limited Company under the Companies Act, 2013. Over and above this, every capital event involving the foreign parent (share allotments, transfers, guarantees) triggers separate FEMA reporting to the RBI with independent deadlines and penalties.
We manage the combined compliance calendar for foreign subsidiaries and joint ventures — coordinating the MCA annual filings with the FEMA reporting cycle so nothing falls through the gap between two regulatory regimes.
Compliance Obligations at a Glance
FC-GPR (FEMA)
Filed within 30 days of share allotment to the foreign parent. Reports the FDI inflow, share details, pricing certificate, and KYC of the foreign investor to RBI via the FIRMS portal.
FLA Return (FEMA)
Annual Foreign Liabilities and Assets return filed with RBI by 15 July each year. Covers the company's entire FDI and ODI position as of 31 March.
FC-TRS (FEMA)
Filed within 60 days of any secondary transfer of shares between the foreign parent and an Indian resident. Triggered by both acquisition and divestment.
Annual Return (MGT-7)
Filed within 60 days of the AGM — discloses shareholding including the foreign holding company's stake, in the same manner as any Indian company.
Financial Statements (AOC-4)
Audited accounts filed within 30 days of AGM. Foreign subsidiaries may additionally need to file consolidated accounts if the parent requires them under their home jurisdiction.
Board and AGM Procedures
Indian statutory meetings must be held with proper notice, quorum, and minutes — regardless of where the parent company is incorporated or where key decisions are taken.
Charges and Borrowings
Any cross-border lending from the foreign parent or group company constitutes an External Commercial Borrowing (ECB) and requires LRN registration and ECB-2 quarterly reporting.
The Dual Regulatory Risk
A failure in either compliance stream has independent consequences. A late FC-GPR filing — even by one day — requires the company to apply for compounding under FEMA before RBI's CEFA (Cell for Effective implementation of FEMA). Compounding fees can be substantial, and the process is time-consuming. Separately, a lapsed MCA annual filing triggers Section 403 penalties under the Companies Act.
FEMA contraventions are technically “civil wrongs” under Section 13 of FEMA 1999, with penalties up to three times the sum involved. RBI compounding is available for most contraventions, but the process requires a formal application, legal representation, and RBI approval — all of which are avoidable with timely reporting.
Our Approach
Integrated Calendar
We maintain a single compliance calendar covering both MCA and FEMA deadlines — so FC-GPR deadlines (30 days from allotment) and FLA deadlines (15 July) are tracked alongside the AGM and annual filing cycle.
Capital Event Management
Every share allotment, transfer, or conversion that involves a foreign holder is assessed for FEMA implications and filed accordingly — before the regulatory window closes.
Companies Act Compliance
The full annual compliance calendar — board meetings, AGM, MGT-7, AOC-4, director KYC — is managed in the same manner as for a wholly-Indian company.
Parent Company Coordination
We work with the parent company's finance or legal team to ensure the information required for RBI filings (KYC, share certificates, pricing certificates) is obtained within the applicable window.
What You Get
- FC-GPR, FC-TRS, and FLA returns filed within RBI deadlines — no FEMA contraventions
- MCA annual filings current — no Section 403 late fees or director disqualification
- Capital events documented end-to-end with pricing certificates, board resolutions, and RBI acknowledgements
- Single point of coordination between MCA and FEMA compliance cycles
- Compounding risk eliminated through proactive, deadline-driven filing