FEMA & RBI Compliance Services in Kochi

T K Chandy & Associates handles FEMA and RBI compliance in Kochi for companies, LLPs, NRIs and foreign investors: FDI reporting in FC-GPR and FC-TRS on the FIRMS portal, the annual FLA return by 15 July, overseas investment under the 2022 rules, ECB reporting, liaison and branch office set-up, compounding of contraventions, NRI property and LRS remittances.

  • Led by a chartered accountant since 1994
  • Member of SGA World International
  • Kakkanad, Kochi

Reviewed 29 October 2026 by T K Chandy & Associates Audit & Tax Team 11 min read

FEMA and RBI compliance in Kochi: preparing foreign investment reporting forms for a company

At a glance

FEMA compliance at a glance

  1. Foreign investment in: Shares issued to a non-resident are reported in FC-GPR within 30 days of allotment; transfers between residents and non-residents in FC-TRS within 60 days, on the RBI's FIRMS portal.
  2. Annual return: Every company or LLP with foreign investment, or investment abroad, files the FLA return by 15 July each year.
  3. Investment abroad: Overseas investment follows the Foreign Exchange Management (Overseas Investment) Rules, 2022, with reporting through your bank and an annual performance report.
  4. If you missed a filing: Late reporting can be regularised with a late submission fee; other contraventions can be compounded by the RBI.

The Foreign Exchange Management Act, 1999 (FEMA) governs every rupee that crosses India's border: foreign money invested in an Indian company, an Indian company's investment abroad, loans from overseas, and an NRI's purchase of a flat in Kochi. Most of these transactions are allowed without prior approval, but each one must be priced correctly, routed through an authorised dealer bank, and reported to the RBI within strict time limits.

Kerala has strong links abroad, from Gulf NRIs investing at home to Kochi IT companies raising funds from foreign investors and setting up subsidiaries in the UAE and the UK. FEMA and RBI compliance is where many of these transactions go wrong, usually through a missed form rather than a prohibited deal. The chartered accountants at T K Chandy & Associates in Kakkanad plan the transaction, prepare the valuation and bank documents, file the RBI returns and fix past defaults.

FEMA and RBI compliance in Kochi: T K Chandy & Associates office where foreign investment filings are prepared

Who we help

Who Needs FEMA and RBI Compliance Support?

FEMA applies to residents and non-residents alike. We regularly help:

  • Indian companies and start-ups receiving foreign investment or issuing shares to NRIs
  • Indian subsidiaries of foreign companies, with share issues, transfers and loans from the parent
  • Kerala businesses investing abroad, for example a subsidiary in the UAE or the UK
  • Foreign companies opening a liaison, branch or project office in India
  • NRIs and OCIs buying, selling or inheriting property in Kerala and repatriating money
  • Resident individuals remitting money abroad under the Liberalised Remittance Scheme
Discuss your transaction

What the engagement covers

What Do Our FEMA and RBI Compliance Services Include?

FDI reporting

Entity master registration on FIRMS, FC-GPR for share allotments, FC-TRS for transfers, and forms for LLPs, convertible notes and downstream investment.

FLA return

The annual return on foreign liabilities and assets, filed by 15 July from the audited or provisional accounts.

Overseas investment

Structuring investment abroad under the 2022 rules, reporting the financial commitment through your bank, and the annual performance report.

External commercial borrowings

Eligibility checks, Form ECB 1 for a loan registration number, and Form ECB 2 reporting after drawdown or repayment.

Liaison, branch and project offices

Applications through the authorised dealer bank, PAN and registration, and the annual activity certificate.

Compounding of contraventions

Identifying the default, preparing the compounding application to the RBI and representing you until the order is passed.

NRI property and repatriation

Advice on buying and selling property in India, TDS on purchase from NRIs, and repatriation of sale proceeds.

LRS remittances

Remittances by resident individuals within the annual limit, TCS planning and the documents the bank needs.

FEMA health check

A review of past foreign investment, loans and remittances to find unreported transactions before a due diligence or fundraise.

Reporting calendar

What Are the Main FEMA Reporting Deadlines?

Most FDI reports are filed on the RBI's FIRMS portal and verified by your authorised dealer bank.

01

Issue of shares or convertible instruments to a non-resident

Form
FC-GPR
Time limit
Within 30 days of allotment
02

Transfer of shares between a resident and a non-resident

Form
FC-TRS
Time limit
Within 60 days of receipt or remittance of consideration
03

Foreign investment in an LLP

Form
Form LLP-I
Time limit
Within 30 days of receiving the capital contribution
04

Downstream investment by an Indian company with foreign investment

Form
Form DI
Time limit
Within 30 days of the investment
05

Annual foreign liabilities and assets

Form
FLA return
Time limit
By 15 July every year
06

Overseas investment

Form
Annual performance report
Time limit
By 31 December every year
07

ECB drawdown or repayment

Form
Form ECB 2
Time limit
Within 7 days after the end of the month

Pricing guidelines

At What Price Can Shares Be Issued or Transferred to Non-Residents?

Under the Foreign Exchange Management (Non-Debt Instruments) Rules, 2019, the price of unlisted shares must be supported by a valuation using an internationally accepted pricing method, by a chartered accountant, a SEBI-registered merchant banker or a practising cost accountant.

TransactionPrice rule
Fresh issue of shares to a non-residentNot less than fair value
Transfer from a resident to a non-residentNot less than fair value
Transfer from a non-resident to a residentNot more than fair value
Listed company sharesBased on SEBI pricing guidelines

The same shares may need separate valuations for income tax and the Companies Act. See our business valuation services.

Our process

How Do We Handle a FEMA Filing With You?

  1. Step01

    Review the transaction

    We check the sector cap, entry route (automatic or government approval), pricing and any conditions before the money comes in or goes out.

  2. Step02

    Documents and valuation

    We prepare the board resolutions, valuation report, KYC of the foreign investor and the documents your bank asks for.

  3. Step03

    Bank coordination

    We work with your authorised dealer bank in Kochi on the inward or outward remittance and the bank's own checks.

  4. Step04

    RBI reporting

    We file FC-GPR, FC-TRS, ODI or ECB forms on time and follow up until the bank and RBI approve them.

  5. Step05

    Annual compliance

    We file the FLA return, annual performance reports and activity certificates each year, and keep a FEMA register for your due diligence.

FEMA and RBI compliance in Kochi: reviewing share allotment and foreign remittance documents

Be ready

What Documents Are Needed for FDI Reporting?

For FC-GPR and FC-TRS filings we usually need:

  • Foreign inward remittance certificate (FIRC) from the bank
  • KYC report of the foreign investor from the remitting bank
  • Valuation certificate under FEMA pricing rules
  • Board and shareholder resolutions for the allotment
  • Memorandum and articles of association
  • Return of allotment (PAS-3) filed with the ROC
  • Share purchase agreement for transfers
  • Company secretary declaration on compliance
  • Shareholding pattern before and after
  • Investor's passport or incorporation certificate
  • Details of downstream investments, if any
  • Previous FIRMS filings and acknowledgements

NRI property

Can NRIs Buy Property in Kerala?

NRIs and OCIs can acquire most property in India without RBI approval, paying through normal banking channels or their NRE, FCNR or NRO accounts.

Residential flat, house or villa

Can be bought without RBI approval

Commercial property such as a shop or office

Can be bought without RBI approval

Property received by inheritance

Can be held, including agricultural land

Agricultural land, plantation or farmhouse

Not allowed to be bought; can only be inherited

When an NRI sells property, the buyer must deduct tax at source on the payment. Sale proceeds of up to two residential properties can be repatriated, subject to conditions; other balances in an NRO account can be remitted within an annual limit with the required certificates.

Compounding

What If a FEMA Filing Was Missed?

Delayed reporting, such as a late FC-GPR, FC-TRS or annual performance report, can usually be regularised by paying a late submission fee (LSF) calculated by the RBI's formula, provided the delay is within the permitted period.

Other contraventions, such as receiving foreign investment in a sector without the required approval, issuing shares below fair value, or delays beyond the LSF window, can be settled through compounding under section 15 of FEMA. You apply to the RBI with a full disclosure of the facts and an application fee; the RBI computes the compounding amount using its published matrix and passes an order. Once the amount is paid, the contravention is settled and no further proceedings follow. RBI revised its compounding directions in 2025, including a cap of ₹2 lakh per contravention for certain minor non-reporting defaults. We prepare the application, attend the personal hearing if one is held, and fix the underlying reporting.

Worked example

Example: Regularising Late FDI Reporting for a Kochi Start-up

A Kakkanad software start-up issued shares to two US-based angel investors and an NRI shareholder over two rounds, but did not file FC-GPR for either round. The issue came up during due diligence for a larger fundraise.

  • We reconciled bank receipts, allotments and the shareholder register, and confirmed that the issue price in both rounds was above the fair value in the valuation reports.
  • The first round was beyond the late submission fee window, so we prepared a compounding application with a full chronology; the second round was regularised by filing FC-GPR with the late submission fee.
  • We also filed the overdue FLA returns and set up a FEMA compliance calendar for the company.

The RBI passed the compounding order, the company paid the amount, and the investor's due diligence closed with a clean FEMA position.

Fees and timing

How Much Does FEMA Compliance Cost in Kochi?

Fees depend on the type of transaction (FDI, ODI, ECB, office set-up), the number of investors and tranches, whether a valuation is needed, how many past filings are pending, and whether compounding is involved. Routine annual filings such as the FLA return are quoted per year. We give a fixed fee in writing after reviewing your documents. An FC-GPR filing can be prepared within a few days of allotment if documents are ready; compounding takes longer and depends on the RBI's processing.

Other FEMA areas

What Else Does FEMA Cover?

Liaison office
For foreign companies that only want to represent the parent and collect information; no commercial activity allowed
Branch office
For foreign companies carrying on permitted activities such as export, import and consultancy in India
Project office
For a foreign company executing a specific contract in India, with its own bank account and reporting
External commercial borrowing
Eligibility, limits and maturity under the 2026 amended regulations, with the loan registration number and Form ECB 2 reporting through the bank
Liberalised Remittance Scheme
Resident individuals can remit up to USD 250,000 a financial year for permitted purposes; TCS may apply

Why T K Chandy & Associates

Why Choose Us for FEMA and RBI Compliance in Kochi?

CA-led since 1994

Every filing and opinion reviewed by an experienced chartered accountant.

FEMA, tax and ROC together

Valuation, FEMA reporting, PAS-3 and income tax handled by one team, so the documents agree.

Cross-border network

Independent associate firms in the UAE and the UK through SGA World International help with the overseas side.

Experience with NRI clients

Practical help for Kerala's NRI and Gulf-returned families on property, remittances and investment.

Based in Kakkanad

Close to Infopark and the Kochi SEZ, where many foreign-invested companies are located.

Confidential handling

Investor and transaction details handled under ICAI ethics and kept secure.

Related services

Which Other Services Support Foreign Investment?

Get advice

Discuss your FEMA or RBI compliance need

Tell us the transaction (investment in, investment abroad, loan, property or a missed filing) and the dates involved. We will reply with the steps and a fixed fee.

Prefer to talk now? Call +91 484 354 1530 or email [email protected].

Who prepared this page

Written and reviewed by chartered accountants at T K Chandy & Associates

This page is prepared by the audit and tax team at our Kakkanad, Kochi office and checked against the Companies Act, the Income-tax Act, GST law and ICAI standards. It is reviewed whenever the rules change.

  • Last reviewed 29 October 2026
  • Led by T K Chandy Vaidyan, chartered accountant since 1994
  • Member of SGA World International

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Frequently asked questions

FEMA and RBI compliance in Kochi – frequently asked questions

Short answers to the questions clients in Kochi ask us most. Still unsure?

Talk to our team
01.What is FC-GPR and when must it be filed?

FC-GPR is the form an Indian company files to report the issue of shares or other eligible instruments to a person resident outside India. It must be filed on the RBI's FIRMS portal within 30 days of the date of allotment.

02.What is FC-TRS?

FC-TRS reports a transfer of shares or other capital instruments between a resident and a non-resident. It must be filed within 60 days of receipt or remittance of the consideration, normally by the resident party.

03.Who has to file the FLA return?

Every Indian company and LLP that has received foreign direct investment or made overseas direct investment, in the current or any earlier year, must file the annual return on foreign liabilities and assets with the RBI by 15 July.

04.What is the penalty for late FC-GPR filing?

A delay can be regularised by paying a late submission fee calculated by the RBI's formula, based on the amount and the period of delay. If the delay is beyond the permitted period, the contravention must be compounded.

05.What is compounding under FEMA?

Compounding is a voluntary process to settle a FEMA contravention by admitting it and paying an amount fixed by the RBI. Once compounded and paid, no further proceedings are taken for that contravention.

06.Can a Kerala company invest in a subsidiary in Dubai?

Yes. An Indian company can make overseas direct investment in an operating foreign entity under the automatic route, within the financial commitment limit and subject to the Overseas Investment Rules, 2022. The investment is reported through the authorised dealer bank, followed by an annual performance report each year.

07.What is the annual performance report (APR) for overseas investment?

An Indian entity with overseas direct investment must submit an annual performance report for each foreign entity through its authorised dealer bank by 31 December every year, based on the foreign entity's accounts.

08.Can an NRI buy agricultural land in Kerala?

No. NRIs and OCIs cannot buy agricultural land, plantation property or farmhouses in India. They can hold such property if they inherit it, and can buy residential and commercial property without RBI approval.

09.How much money can an NRI repatriate from the sale of property in India?

Sale proceeds of up to two residential properties can be repatriated, subject to conditions on how the property was bought. Funds in an NRO account can be remitted up to USD 1 million a financial year after tax, with the required certificates.

10.Does a buyer need to deduct TDS when buying property from an NRI?

Yes. The buyer must deduct tax at source on the payment to a non-resident seller at the rates applicable to capital gains, and needs a TAN to deposit it and file the statement. A lower deduction certificate can reduce the TDS.

11.What is the LRS limit for 2026-27?

Under the Liberalised Remittance Scheme, a resident individual can remit up to USD 250,000 per financial year for permitted purposes such as education, travel, gifts and investment. TCS may apply on remittances above the threshold.

12.How can a foreign company open an office in Kochi?

It can set up a liaison office, branch office or project office by applying through an authorised dealer bank. Certain sectors and applicants from some countries need prior RBI approval. Many foreign companies instead set up a wholly owned subsidiary under the automatic route.

13.What is the difference between a liaison office and a branch office?

A liaison office can only represent the parent, promote its products and collect information; it cannot earn income in India. A branch office can carry on permitted commercial activities such as export, import and consultancy, and its profits are taxable in India.

14.What changed in ECB rules in 2026?

The RBI amended the borrowing and lending regulations in February 2026, widening eligible borrowers and lenders, linking borrowing limits to net worth, removing fixed cost ceilings for most loans and simplifying reporting. Existing loans continue on their original terms but follow the new reporting rules.

15.Do I need FEMA compliance if an NRI relative invests in my company?

Yes. Investment by an NRI on a repatriation basis is treated as foreign investment and must be priced and reported in FC-GPR. Investment on a non-repatriation basis is treated like domestic investment, but must still be routed through the right bank account.