Annual Performance Report (APR) Filing: The Complete RBI Compliance Guide

Every year, Indian businesses and resident individuals with overseas direct investments must meet a crucial Reserve Bank of India (RBI) compliance requirement: filing the Annual Performance Report (APR). The deadline is 31 December, and missing it can lead to penalties, blocked outward remittances, and FEMA contraventions.

The APR is a mandatory annual disclosure filed in Form ODI Part II. It enables the RBI to monitor the financial and operational performance of overseas Joint Ventures (JVs) and Wholly Owned Subsidiaries (WOS) held by Indian investors. Timely and accurate filing is essential to maintain uninterrupted international investment activity.

What is the Annual Performance Report (APR)?

The Annual Performance Report is a recurring compliance requirement under the Foreign Exchange Management Act (FEMA), 1999, enabling the Reserve Bank of India to monitor overseas investments made by Indian residents.

The annual performance report RBI serves the following purposes:

• Enables RBI to track the financial health and asset status of Joint Ventures (JVs) and Wholly Owned Subsidiaries (WOS) established outside India
• Records operational details, including net profit/loss, dividends, and net worth of foreign entities for the Indian reporting year
• Filed as ‘Form ODI Part II’, distinct from the initial investment application (Form ODI Part I)
• Ensures foreign exchange earnings and repatriations align with FEMA regulations

Who Must File the APR? (Eligibility & Exemptions)

Understanding your filing obligations starts with recognising whether your overseas investment structure triggers APR requirements.

Mandatory Filing for Indian Parties and Resident Individuals

The APR filing requirement applies broadly across entity types:

• Indian Companies: All private and public companies with JVs or WOS abroad must file separate APRs for each foreign entity
• LLPs and Partnerships: Limited Liability Partnerships and traditional partnerships holding overseas investments fall under mandatory filing
• Resident Individuals: Those who invested under the ODI route (not merely LRS portfolio investments) must file APRs, with self-certification allowed where statutory auditor certification isn’t applicable
• Operational Status Irrelevant: Filing remains mandatory even if the foreign entity has no operations, revenue, or business activity

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What if Multiple Indian Investors Hold Stakes?

When multiple Indian residents invest in the same foreign entity, the regulations prevent duplicate reporting through a clear hierarchy:

• Single Filer Rule: The Indian investor with the highest percentage stake takes responsibility for filing the APR
• Equal Stakes Provision: Where stakes are equal, investors must mutually designate one entity to file on behalf of all
• Documentation Trail: Non-filing investors should maintain written records of the designated filer arrangement for compliance verification

Exemptions: When is APR Not Required?

Limited exemptions exist under specific circumstances:

• Investors holding less than 10% equity with NO control and NO other financial commitment
• Foreign entities under liquidation shift to discontinuation filing requirements instead of regular APR
• Complete exit during the year typically requires a final report in Form FC rather than a full APR (verify current AD bank guidance)

The Critical Timeline: APR Filing Due Date

The APR must be filed by 31 December each year, irrespective of the foreign entity’s local accounting year or operational structure. The filing covers the foreign entity’s financial year that ended on or before 31 March of the preceding year, creating a uniform reporting window. Accordingly, entities with March, calendar, or non-standard year-ends must align their financials and coordinate early with auditors to meet RBI requirements.

Audit Requirements: When are Audited Financials Mandatory?

The APR filing due date is fixed, but audit requirements vary based on the investment structure under the Foreign Exchange Management (Overseas Investment) Regulations, 2022. Whether audited financials are required depends on the investor’s level of control in the foreign entity and the host country’s audit requirements.

Scenario A: Investor Has Control or Host Law Requires Audit

Strict audit requirements apply in these situations[2]:

• If the Indian investor has ‘control’ (typically >10% stake or board rights), audited financials are MANDATORY.
• Universal application applies even if the host country’s local laws do not require an audit for entities of that size.
• If the host country mandates an audit regardless of your control level, you must submit audited financials.

Note: These requirements cannot be waived through board resolutions or mutual agreements

Scenario B: No Control and No Host Law Requirement

Limited flexibility exists for smaller investors:

• Both conditions must be met: NO control AND the host country doesn’t require an audit.
• APR can use unaudited financials, but they must be certified by the statutory auditor of the Indian party or a Chartered Accountant
• The Indian entity’s Board must formally ratify these unaudited accounts
• Maintain clear records proving that both exemption conditions are satisfied

Prerequisites: What You Need Before Filing

A successful APR submission requires methodical document collection. Missing even one critical component can delay filing and trigger non-compliance penalties.

Essential Documents Checklist:

Ensure the 13-digit RBI UIN for the JV/WOS is active and correctly mapped[3]

• Share Certificates: Proof of investment must be on record with your AD Bank
• Financial Statements: Audited or certified unaudited balance sheet and P&L of the overseas entity
• Repatriation Proofs: FIRC or bank advice documents for any dividends or royalties received
• Board Resolution: Authorising APR submission and designating signatory
• Auditor Certificate: Statutory auditor’s certification on the prescribed format

Decoding Form ODI Part II: Key Sections Explained

With prerequisites gathered, understanding Form ODI Part II becomes crucial. This standardised format requires accurate data mapping from foreign financials to Indian regulatory requirements.

The form captures comprehensive information about your overseas investment’s performance and compliance status. Each section serves specific regulatory purposes, and accuracy is non-negotiable as AD banks verify entries against supporting documents.

Capital Structure and Shareholding Pattern

This section establishes ownership clarity:

• Record the complete equity capital of the foreign entity
• Detail percentage holdings between the Indian Party and foreign partners
• Ensure data reflects position as on reporting period end date

Report in the foreign entity’s functional currency

Operational and Financial Performance Metrics

Performance reporting requires two-year comparative data:

• Net Profit/Loss, Gross Turnover/Revenue, and Net Worth
• Provide ‘Current Year’ and ‘Since Commencement’ figures.
• Maintain actual foreign currency without INR conversion in the form.
• Ensure figures tie back to audited financial statements.

Repatriation of Dues

This critical section tracks investment returns:

• Report Dividends, Royalties, Technical Fees, and Consultancy Fees
• Show both ‘Entitled’ amounts (receivable) and ‘Repatriated’ amounts (received)
• Repatriate dues within 60-90 days of falling due to avoid violations
• Attach FIRC for all repatriated amounts

How to File an Annual Performance Report: The Submission Process

The submission process requires careful coordination with your Authorised Dealer bank.

Step-by-Step Filing Process:

1. Print and Prepare: Generate Form ODI Part II with all sections completed accurately.
2. Obtain Signatures: Secure signatures from the Authorised Signatory and the Statutory Auditor on every page
3. Final Authentication: Ensure the last page bears both auditor and authorised signatory signatures with stamp
4. Physical Submission: Submit a complete dossier to your AD Category-I bank’s designated branch
5. Bank Verification: AD bank verifies documents against their records and RBI requirements
6. Acknowledgement Receipt: Obtain stamped acknowledgement as proof of timely filing
7. Emerging Digital Options: Some AD banks now accept soft-copy submissions through their trade portals, though physical submission remains the standard practice.

Consequences of Non-Compliance and Late Filing

Missing the APR deadline triggers immediate and escalating consequences. Understanding these penalties underscores why timely filing matters beyond mere regulatory compliance.

Additional Operational Impact:

• Banking Relationships: AD banks flag non-compliant accounts internally
• Future Investments: New ODI applications face enhanced scrutiny
• Repatriation Delays: Dividend and royalty remittances may be questioned
• Audit Complications: Statutory auditors note non-compliance in reports

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The platform provides automated digital Foreign Inward Remittance Certificates (FIRC) for every transaction. These serve as essential proof of ‘Repatriation of Dues’ for your APR compliance and create a complete audit trail that satisfies both AD banks and statutory auditors.

Conclusion

Annual Performance Report (APR) filing requires careful planning, complete documentation, and adherence to the 31 December deadline. From meeting control-based audit requirements to accurately completing Form ODI Part II, each step has direct compliance implications.

Begin preparations by 1 October, coordinate early with the auditors of your foreign subsidiary, and stay in regular contact with your AD bank. For businesses with multiple overseas investments, digital payment solutions that automate FIRC generation and streamline repatriation documentation can help reduce compliance efforts.

FAQs

1. Who is required to file the Annual Performance Report (APR)?

Any Indian Party or Resident Individual who has made an Overseas Direct Investment (ODI) in a Joint Venture or Wholly Owned Subsidiary is required to file the APR annually.

2. What is the due date for filing the APR under FEMA regulations?

The APR must be filed by 31 December each year for the relevant foreign entity’s accounting period ending on or before the preceding 31 March.

3. Are audited financial statements mandatory for filing APR?

Audited financials are mandatory if the Indian investor has control in the foreign entity or if the host country mandates an audit. Otherwise, certified unaudited financials may be accepted, subject to conditions.

4. What is the penalty for filing the APR after the deadline?

A Late Submission Fee of ₹7,500 per APR applies. Continued non-compliance may lead to restrictions on future overseas remittances and regulatory action under FEMA.

5. Who files the APR when there are multiple Indian investors in one foreign entity?

The investor with the highest stake files the APR. If the stakes are equal, one investor must be mutually designated to file on behalf of all.

6. Is an APR filing required if the foreign subsidiary is not operational?

Yes. APR filing is mandatory as long as the overseas investment exists, even if there is no revenue or business activity during the year.

7. Which form is used to file the Annual Performance Report?

The APR is filed using Form ODI Part II, which is submitted to the designated Authorised Dealer (AD) Bank.