FC-GPR Compounding in 2026 and What RBI Charged for Late Filings

Written by Nihal Srivastava, Krystal7 Consultants. Last updated 23 October 2026.

RBI compounds a late Form FC-GPR at a fixed INR 10,000 for each regulation breached. It adds a yearly amount set by the size of the investment. That amount runs from INR 1,000 below INR 10 lakh to INR 2,00,000 at INR 100 crore and above. In 14 RBI orders of Aug and Sep 2026 on FC-GPR delays alone, RBI charged INR 4,740 to INR 2,30,834.

This case note reads the summary of compounding orders that RBI publishes on rbi.org.in. It covers late FC-GPR, Advance Remittance Form (ARF) and FC-TRS reporting, and late issue of shares. It then explains the compounding matrix, the late submission fee route, our view and what to do now.

What did RBI charge to compound late FC-GPR filings?

We read 14 orders that compounded only regulation 4(1) of FEMA 395/2019-RB, the FC-GPR rule. RBI charged INR 4,740 to INR 2,30,834 in them. The orders run from 4 Aug to 23 Sep 2026. Thirteen of the 14 came in under INR 40,000, and the median was INR 17,817.

Older delays cost more. Some FC-GPR and ARF filings fell due under FEMA 20/2000-RB or FEMA 20(R)/2017-RB. Orders on them ran from INR 18,000 to INR 16,87,000. Orders that also covered a late issue of shares, or a late FC-TRS on a large transfer, ran into lakhs.

A note on dates. This note first went live on 18 Feb 2026. We refreshed the sample on 23 Oct 2026, and every order in it is dated between 13 May 2026 and 28 Sep 2026. So each order post dates the first version, and none of them was public on 18 Feb 2026. The matrix behind them has stood unchanged since 24 Apr 2025, so the same matrix governed orders passed in Feb 2026.

What does RBI publish about each compounding order?

RBI publishes a one line summary of every compounding order passed on or after 1 Mar 2020. Paragraph 6.5 of the Master Direction on Compounding requires this summary. It does not require the full order to be posted, though RBI also posts orders for download on a separate list. The summary page cites A.P. (DIR Series) Circular No. 06 of 17 Nov 2020.

The summary table has five columns:

1. Serial number.
2. Name of the applicant.
3. Details of the contraventions, as the provisions of the Act, regulations or rules compounded.
4. Date of the compounding order.
5. Amount imposed for compounding.

An older list of compounding orders gives the applicant, the amount, whether it was paid and a link to each order. It shows no dates. Some rows read "No" for an applicant who did not pay, and one reads "No, referred to DOE", the Directorate of Enforcement.

The summary does not show the delay, the amount involved or the working. Those sit in each order. The order files on rbi.org.in did not open for us when we refreshed this note. So our tables show only what the summary shows. Wherever we infer a delay or a sum involved, we say it is our reading. To see the working for a case, ask the company for its order or check RBI's list of compounding orders.

Publication has a practical edge. A buyer's due diligence team can search the company's name on rbi.org.in and find the entry.

How do the regulation numbers in the orders map to forms?

The orders cite the regulation in force when the filing fell due. Three sets of regulations cover foreign investment reporting since 2000. The table decodes the provisions that appear in our sample.

Provision cited in the order	What it requires	Regulations in force
Para 9(1)(A), Schedule 1, FEMA 20/2000-RB	Report receipt of money within 30 days (later the ARF)	1 Jun 2000 to 6 Nov 2017
Para 9(1)(B), Schedule 1, FEMA 20/2000-RB	Form FC-GPR within 30 days of issue	1 Jun 2000 to 6 Nov 2017
Para 8, Schedule 1, FEMA 20/2000-RB	Issue of shares within 180 days of receipt, as the matrix describes it	1 Jun 2000 to 6 Nov 2017
Regulation 13.1(1), FEMA 20(R)/2017-RB	ARF within 30 days of receipt	7 Nov 2017 to 16 Oct 2019
Regulation 13.1(2), FEMA 20(R)/2017-RB	Form FC-GPR within 30 days of issue	7 Nov 2017 to 16 Oct 2019
Regulation 13.1(4), FEMA 20(R)/2017-RB	Form FC-TRS within 60 days	7 Nov 2017 to 16 Oct 2019
Regulation 3.1(I)(A)(2), FEMA 395/2019-RB	Issue equity instruments within 60 days of receipt	From 17 Oct 2019
Regulation 3.1(I)(A)(3), FEMA 395/2019-RB	Refund within 15 days after the 60 days end	From 17 Oct 2019
Regulation 4(1), FEMA 395/2019-RB	Form FC-GPR within 30 days of issue	From 17 Oct 2019
Regulation 4(3), FEMA 395/2019-RB	Form FC-TRS within 60 days of transfer or receipt or remittance of funds, whichever is earlier	From 17 Oct 2019

The dates come from the notifications on rbi.org.in. They are FEMA 20/2000-RB of 3 May 2000 and FEMA 20(R)/2017-RB of 7 Nov 2017. The third is FEMA 395/2019-RB of 17 Oct 2019. For the current deadlines, see our guide to FDI reporting requirements.

Which FC-GPR orders did we read?

We read the latest 259 rows of the summary on 23 Oct 2026. They hold orders dated 23 Mar 2026 to 29 Sep 2026. We took every order in them that compounded only regulation 4(1) of FEMA 395/2019-RB. Each is a late FC-GPR for shares issued on or after 17 Oct 2019. There were 14, all dated Aug and Sep 2026.

Applicant	Order date	Provision compounded	Amount compounded (INR)
Renaissance Investment Solutions ARC Private Limited	28 Aug 2026	Reg 4(1), FEMA 395	2,30,834
Samaara Hotels & Services Private Limited	25 Aug 2026	Reg 4(1), FEMA 395	36,810
Hobit Technologies Private Limited	4 Aug 2026	Reg 4(1), FEMA 395	32,190
Skillboxes (India) Private Limited	25 Aug 2026	Reg 4(1), FEMA 395	29,245
Explarity Solutions Private Limited	16 Sep 2026	Reg 4(1), FEMA 395	21,167
PMaps HR Consultants Private Limited	25 Aug 2026	Reg 4(1), FEMA 395	19,575
Topiko Business Solutions Private Limited	23 Sep 2026	Reg 4(1), FEMA 395	17,925
Shuhari Tech Ventures Private Limited	5 Aug 2026	Reg 4(1), FEMA 395	17,709
Inecta Private Limited	16 Sep 2026	Reg 4(1), FEMA 395	16,330
Prosimo IO India Private Limited	18 Aug 2026	Reg 4(1), FEMA 395	15,334
Buybuy Technologies Private Limited	4 Sep 2026	Reg 4(1), FEMA 395	14,670
Dropsuite India Private Limited	1 Sep 2026	Reg 4(1), FEMA 395	13,750
Protribe Senior Care Services Private Limited	14 Aug 2026	Reg 4(1), FEMA 395	13,080
IDM Achievers International Campus Private Limited	5 Aug 2026	Reg 4(1), FEMA 395	4,740

Three points stand out.

1. Most amounts are small. Twelve of the 14 sit between INR 10,000 and INR 40,000. That band is the fixed INR 10,000 plus a few years at the lower slabs.
2. One order breaks the pattern. INR 2,30,834 implies a large amount involved, a long delay or both. The slab for INR 1 crore and above starts at INR 50,000 a year.
3. One order sits below the fixed amount. INR 4,740 is less than INR 10,000. On our reading of the matrix, only a cap can produce that, so the sum involved was small.

What did RBI charge for older FC-GPR and ARF delays?

Legacy delays under FEMA 20/2000-RB and FEMA 20(R)/2017-RB cost more in our sample. Shares issued before 17 Oct 2019 had a long time to run late. Where both the ARF and the FC-GPR were late, the matrix adds a fixed amount for each provision breached.

Applicant	Order date	Provisions compounded	Forms late (our decoding)	Amount compounded (INR)
URS Consulting (India) Private Limited	18 Aug 2026	Para 9(1)(A) and 9(1)(B), FEMA 20	ARF and FC-GPR	16,87,000
SEI Phoebus Private Limited	3 Aug 2026	Para 9(1)(A) and 9(1)(B), FEMA 20	ARF and FC-GPR	11,86,000
Accent Builders Private Limited	25 Sep 2026	Reg 13.1(2), FEMA 20(R)	FC-GPR	3,76,500
ALD Vacuum Technologies India Private Limited	28 Sep 2026	Para 9(1)(B), FEMA 20	FC-GPR	2,22,500
Verder India Pumps Private Limited	16 Sep 2026	Para 9(1)(A) and 9(1)(B), FEMA 20	ARF and FC-GPR	1,81,334
Micro Focus Software India Private Limited	29 Jul 2026	Para 9(1)(B), FEMA 20	FC-GPR	1,06,834
CKR Consulting Engineers Private Limited	20 Aug 2026	Para 9(1)(A) and 9(1)(B), FEMA 20	ARF and FC-GPR	68,000
VITP Private Limited	20 Aug 2026	Para 9(1)(B), FEMA 20	FC-GPR	43,000
Dogma Systems India Private Limited	15 Sep 2026	Para 9(1)(A) and 9(1)(B), FEMA 20	ARF and FC-GPR	34,340
OPG Renewable Energy Private Limited	4 Aug 2026	Para 9(1)(A) and 9(1)(B), FEMA 20	ARF and FC-GPR	33,470
Itron India Private Limited	18 Aug 2026	Para 9(1)(B), FEMA 20	FC-GPR	30,835
Ravin Cables Limited	17 Sep 2026	Para 9(1)(B), FEMA 20	FC-GPR	30,750
SAT Invest Private Limited	4 Aug 2026	Para 9(1)(A), FEMA 20	ARF	24,000
Visage Lines Personal Care Private Limited	17 Aug 2026	Reg 13.1(2), FEMA 20(R)	FC-GPR	18,000
Total Prosthetics & Orthotics India Private Limited	3 Aug 2026	Para 9(1)(B), FEMA 20	FC-GPR	18,000

The fixed part doubles when two regulations are breached. On our reading, a late ARF and a late FC-GPR on the same money mean INR 20,000 before any yearly amount. Four of the six ARF and FC-GPR orders exceed INR 60,000.

A legacy gap also grows with every month it stays open. A share issue of 2016 that was never reported is now about ten years late. For the cost of a long delay at each slab, see the matrix table below.

What did RBI charge for late FC-TRS and late issue of shares?

FC-TRS orders split into very small and very large amounts. On our reading, that is because the amount involved is the transfer price. Late issue and refund orders follow a different row of the matrix. We show individual applicants by date only.

Applicant	Order date	Provisions compounded	Contravention (our decoding)	Amount compounded (INR)
An individual	29 Jul 2026	Reg 4(3), FEMA 395	Late FC-TRS	5,72,125
ASK Financial Holdings Private Limited	17 Jul 2026	Rule 9, NDI Rules, 2019 with Reg 4(3), FEMA 395	Late FC-TRS, with rule 9	1,94,634.50
An individual	20 May 2026	Reg 4(3), FEMA 395 and Rule 9, NDI Rules, 2019	Late FC-TRS, with rule 9	14,157
An individual	13 May 2026	Reg 4(3), FEMA 395	Late FC-TRS	433
Compass Group (India) Private Limited	14 Aug 2026	Para 8, 9(1)(A) and 9(1)(B), FEMA 20	Late issue, ARF and FC-GPR	5,04,377
Probus Smart Things Private Limited	15 Sep 2026	Reg 4(1) and 3.1(I)(A)(3), FEMA 395	Late refund and FC-GPR	1,98,610
Nextgensilicon Technologies Private Limited	11 Aug 2026	Reg 3.1.I.A(2), FEMA 395	Late issue	44,548
WM Academy Private Limited	15 Sep 2026	Reg 3.1(I)(A)(2), FEMA 395	Late issue	35,049
IKK Unitech India Private Limited	1 Sep 2026	Reg 3.1(I)(A)(2), FEMA 395	Late issue	33,000
Petrus Granites Private Limited	30 Jul 2026	Reg 3.1(I)(A)(2), FEMA 395	Late issue	220
Archifact India Private Limited	19 Aug 2026	Reg 3.1(I)(A)(3), FEMA 395	Late refund	247
WAC Solutions India Private Limited	6 Aug 2026	Reg 3.1(I)(A)(3), FEMA 395	Late refund	20

The late issue orders start higher than late FC-GPR orders. Five orders in the rows we read compound regulation 3.1(I)(A)(2) alone. Four run from INR 33,000 to INR 60,000, which fits the fixed INR 30,000 printed in row 3 of the matrix. The fifth is INR 220.

The tiny figures are real. On our reading, the smallest come from the cap for sums below INR 1 lakh, which the next section explains. For the FC-TRS rules themselves, see our guide to share transfers between residents and non residents.

What legal framework applies?

Section 15 of FEMA, 1999 lets RBI compound a contravention on an application. The Foreign Exchange (Compounding Proceedings) Rules, 2024, notified by G.S.R. 566(E) of 12 Sep 2024, set the process. RBI's directions sit in FED Master Direction No. 04/2025-26 of 22 Apr 2025, updated on 24 Apr 2025.

The Master Direction sets the rules a subsidiary deals with:

1. Who compounds. Paragraph 2.3 sends foreign investment contraventions to the RBI Regional Office over the investee company's registered office.
2. Fee. Paragraph 3.2 sets an application fee of INR 10,000 plus GST, which is 18 percent at present.
3. Time limit for RBI. Paragraphs 1.2 and 6.1 require the order within 180 days of receiving the application.
4. Payment. Paragraph 7.1 requires payment within 15 days of the order. Under paragraph 7.3, RBI treats an unpaid case as if no application was made. Paragraph 4.3 lists an unpaid compounded sum among the cases referred to the Directorate of Enforcement.
5. Repeat breaches. Paragraph 4.1 bars compounding of a similar contravention within three years of an earlier compounded one.
6. Factors. Paragraph 5.3 lists undue gains, loss to the exchequer, repeat conduct and the applicant's disclosure.

Circular No. 17 of 1 Oct 2024 issued the directions under the 2024 Rules and listed 11 earlier circulars it superseded. Our FEMA compounding guide covers the application itself.

How does the compounding matrix price a reporting delay?

Row 1 of the matrix in paragraph 5.4 covers reporting under FEMA 20, FEMA 20(R) and FEMA 395. That includes ARF, FC-GPR and FC-TRS. It charges a fixed INR 10,000 for each regulation contravened in an application. It then adds a yearly amount set by the sum involved.

Row	Contravention	Fixed amount (INR)	Variable amount
1	Reporting: ARF, FC-GPR, FC-TRS and other flow reports	10,000 per regulation	Per year by sum involved: below 10 lakh, 1,000; 10 lakh to below 40 lakh, 2,500; 40 lakh to below 1 crore, 7,000; 1 crore to below 10 crore, 50,000; 10 crore to below 100 crore, 1,00,000; 100 crore and above, 2,00,000
2	Late APR, AAC, FC-GPR (B) or FLA return, or late share certificates	10,000 per return	Share certificates: 10,000 a year, capped at 300% of the amount invested
3	A: late or no issue, or late refund, for foreign investment; B: other LO, BO and PO breaches	30,000 per regulation, printed once after item B	Share of the sum by length of delay: below 1 year, 0.30%; 1 to 2 years, 0.35%; 2 to 3 years, 0.40%; 3 to 4 years, 0.45%; 4 to 5 years, 0.50%; 5 years or more, 0.75%
5	All other non reporting breaches	50,000 per regulation	Share of the sum by length of delay: below 1 year, 0.50%; then 0.55%, 0.60%, 0.65% and 0.70% for each further year; 5 years or more, 0.75%

Section III of paragraph 5.4 sets the period for reporting delays. RBI takes the delay in months, rounds it up to the next month and divides by 12. It multiplies the result by the yearly amount. Sundays and holidays count.

The provisos change the result at the edges:

1. The 300 percent cap. Proviso (i) limits the total to 300 percent of the sum involved.
2. The small sum cap. Proviso (ii) applies where the sum involved is below INR 1 lakh. The total cannot exceed simple interest on the sum for the period, at 5 percent a year for reporting breaches and 10 percent for others.
3. Legacy late issues. Proviso (iii) multiplies the amount for paragraph 8 of Schedule I to FEMA 20/2000-RB. It is 1.25 times for shares issued after 180 days without RBI approval. It is 1.50 times for a refund after 180 days with RBI permission and 1.75 times for one without.
4. Undue gains. Proviso (iv) allows RBI to add any undue gain.
5. Row 5 cap. Proviso (vi) lets RBI cap a row 5 amount at INR 2,00,000 per regulation in exceptional cases. Proviso (v) was deleted on 22 Apr 2025.

The yearly amounts jump at INR 1 crore. Below it, a year of delay costs INR 7,000 at most. At INR 1 crore it costs INR 50,000, more than seven times as much.

The arithmetic fits the orders. INR 16,330 for one regulation equals INR 10,000 plus INR 1,000 times 6.33 years. That is a sum below INR 10 lakh running 76 months late. This is our reading of one figure, and the summary does not state it.

Why are some compounded amounts below INR 10,000?

On our reading, because a cap applied. The fixed amount alone is INR 10,000 per regulation, so any lower figure must come from proviso (i) or (ii). In practice that means the sum involved was below INR 1 lakh, and the 5 percent or 10 percent interest cap took over.

Small sums are common at incorporation. A foreign subscriber may pay INR 10,000 or INR 50,000 for the first shares, and the FC-GPR is then forgotten. Years later, the compounded amount can be a few hundred rupees.

The application fee does not shrink. A compounded amount of INR 20 still needs the INR 10,000 fee plus INR 1,800 GST, and the time to prepare an application. We still advise compounding these gaps. An unapproved FC-GPR blocks later filings on the same shares and shows up in due diligence.

How do late issue and refund cases differ?

They are not reporting breaches. Regulation 3.1(I)(A)(2) of FEMA 395/2019-RB requires shares to be issued within 60 days of receiving the money. Regulation 3.1(I)(A)(3) requires a refund within the next 15 days if they are not. Missing either is a breach of the mode of payment rules.

The matrix lists these as item A of row 3. On the Master Direction page, item A and item B appear one after the other. A single fixed amount of INR 30,000 and a single percentage scale follow item B. The page does not say in words that these figures cover item A too.

We read row 3 as one price for both items, for two reasons. Proviso (iii) multiplies the matrix amount for legacy late allotments, which needs a base amount in row 3. The orders also fit. An order of INR 33,000 equals INR 30,000 plus 0.30 percent of INR 10 lakh. An order of INR 60,000 dated 27 Aug 2026 equals the same on INR 1 crore. That is our reading, so check row 3 of paragraph 5.4 and your own order before you rely on it.

On that reading, row 3 grows with the amount, not in slabs. A late issue of INR 5 crore by under a year costs INR 30,000 plus INR 1,50,000, or INR 1,80,000. A late FC-GPR on the same money reaches that figure under row 1 only after about three and a half years.

Paying a late submission fee on the FC-GPR does not cure a late issue. Our guide to foreign shareholder allotment covers the 60 day rule.

When does the late submission fee apply instead of compounding?

The late submission fee (LSF) covers a reporting delay of up to three years from the due date. Past three years, only compounding remains. A.P. (DIR Series) Circular No. 16 of 30 Sep 2022 sets the LSF at INR 7,500 plus 0.025 percent of the amount for each year of delay.

Circular No. 22 of 4 Jan 2023 built this into FIRMS. Where the delay is up to three years, the AD bank approves the form subject to the LSF. Where it is longer, the AD bank approves it subject to compounding. Our page on the late submission fee gives the formula in full.

The table shows the cost of the same late FC-GPR on either side of the three year line. The LSF column assumes a delay of 35 months. The compounding column assumes 37 months and adds the INR 11,800 fee.

Amount involved (INR)	LSF at 35 months (INR)	Compounding amount at 37 months (INR)	Compounding with fee (INR)
8,00,000	8,100	13,080	24,880
50,00,000	11,200	31,560	43,360
5,00,00,000	44,000	1,64,000	1,75,800
50,00,00,000	3,72,500	3,18,000	3,29,800

For most subsidiaries, crossing the three year line multiplies the cost by three or four. The last row reverses. The LSF charges INR 2,500 a year per INR 1 crore. So above INR 40 crore, it costs more a year than row 1 of the matrix. Even then, the LSF needs no application, no order and no publication.

What drives the amounts in the orders?

Five factors explain most of the spread in our sample.

1. The slab of the sum involved. It sets the yearly amount, and the step at INR 1 crore is the steepest.
2. The length of the delay. Every month counts, rounded up. Legacy FEMA 20 delays now run close to a decade.
3. The number of regulations. Each one adds a fixed INR 10,000, or INR 30,000 for a late issue.
4. The type of breach. On our reading of row 3, late issue and refund carry a higher fixed amount. They also add a percentage of the sum.
5. The caps. Sums below INR 1 lakh are capped at simple interest. On our reading, that explains the two digit orders.

Paragraph 5.3 also lets RBI weigh undue gains, loss to the exchequer, repeat conduct and disclosure. The summary cannot show whether any of these moved an amount. On our reading of the Master Direction, they matter most where an applicant hid a breach or has compounded before.

What has happened since 18 Feb 2026?

This note went live on 18 Feb 2026. Since then:

1. 30 Mar 2026. A.P. (DIR Series) Circular No. 25 changed the LSF for ECB returns from 1 Apr 2026. It left the FC-GPR and FC-TRS formula alone.
2. 13 May to 28 Sep 2026. RBI passed and published the orders in our sample tables.
3. 13 Jun 2026. FEMA 395(4)/2026-RB amended FEMA 395/2019-RB. Regulations 3.1, 4(1), 4(3) and 5 still read as quoted above.
4. 23 Oct 2026. A.P. (DIR Series) Circular No. 28/2026-27 delegated compounding of overseas investment, borrowing, lending and guarantee contraventions to RBI Regional Offices. Foreign investment cases already sat with Regional Offices under paragraph 2.3. The circular does not touch the matrix, the fee or the 180 day limit.
5. 23 Oct 2026. The Master Direction on Compounding still shows "updated as on" 24 Apr 2025, though Circular No. 28 says it will be updated. The matrix has not changed in 2026.

What changed in 2024, 2025 and 2026

Point	Old position	New position	Date	Instrument
Compounding rules	Foreign Exchange (Compounding Proceedings) Rules, 2000	Rules of 2024	12 Sep 2024	G.S.R. 566(E)
Directions and matrix	Master Direction last updated in May 2022	New directions and matrix under the 2024 Rules	1 Oct 2024	A.P. (DIR Series) Circular No. 17
Repeat applicants who did not pay	50% enhancement under proviso (v)	Proviso deleted	22 Apr 2025	Circular No. 02/2025-26; FED Master Direction No. 04/2025-26
Row 5 non reporting breaches	No such cap	Cap of INR 2,00,000 per regulation in exceptional cases, proviso (vi)	24 Apr 2025	Circular No. 04 of 24 Apr 2025
LSF on ECB returns	One fixed component per LRN	Each late ECB 2 a separate instance; ECB 1 on the flat fee	1 Apr 2026	Circular No. 25 of 30 Mar 2026
LSF on FC-GPR and FC-TRS	INR 7,500 plus 0.025% a year, three year window	Unchanged	Not applicable	Circular No. 16 of 30 Sep 2022
Office that compounds ODI, borrowing, lending and guarantee cases	Not delegated to Regional Offices	RBI Regional Offices, by UIN prefix or registered office; FC-GPR and FC-TRS cases unchanged	23 Oct 2026	Circular No. 28/2026-27

Worked example

A late FC-GPR past three years

A US parent pays INR 2,40,00,000 for shares in its Indian subsidiary. The company issues them on 20 Jan 2022. The FC-GPR falls due on 19 Feb 2022 and is never filed. The finance team finds the gap and files on 15 Oct 2026.

Step	Working	Result
Delay after the due date	19 Feb 2022 to 15 Oct 2026	4 years, 7 months and 26 days
Rounded up	Next whole month	56 months
Years	56 ÷ 12, to two decimals	4.67
LSF window	Three years from 19 Feb 2022	Closed on 19 Feb 2025
Slab	INR 1 crore to below 10 crore	INR 50,000 a year
Variable amount	50,000 × 4.67	INR 2,33,500
Compounding amount	10,000 + 2,33,500	INR 2,43,500
Application fee	10,000 + 18% GST	INR 11,800
Total	2,43,500 + 11,800	INR 2,55,300

Suppose the company had filed by 19 Feb 2025. The LSF would have been INR 7,500 plus 0.025 percent of INR 2,40,00,000 for 3.00 years. That is INR 7,500 plus INR 18,000, or INR 25,500. Missing the three year line cost about ten times as much. We measure the delay to the filing date, which is our reading of Section III.

A late issue of shares

An Indian subsidiary receives INR 3,00,00,000 on 1 Apr 2025. The 60 day limit ends on 31 May 2025. The board issues the shares on 14 Jul 2025, 44 days late, and files the FC-GPR on time. On our reading of row 3, the amount is INR 30,000 plus 0.30 percent of INR 3,00,00,000. That is INR 30,000 plus INR 90,000, or INR 1,20,000, before the INR 11,800 fee.

Subscriber shares and the small sum cap

A foreign co founder pays INR 50,000 for shares issued on 15 Mar 2021. The FC-GPR falls due on 14 Apr 2021 and goes in on 20 Oct 2026. The delay rounds up to 67 months, or 5.58 years. Row 1 gives INR 10,000 plus INR 5,580, or INR 15,580. The small sum cap gives 5 percent of INR 50,000 for 5.58 years, or INR 13,950. The lower figure, INR 13,950, applies on our reading.

Our view

This section is Nihal's view, not a statement of the law. We take five positions.

1. The three year line is the decision that matters. Inside it, FIRMS computes the LSF and RBI publishes nothing. Just past it, a similar delay costs three to four times as much for most amounts, and the gap widens each month. Compounding also puts the company's name on rbi.org.in. File every late form before its third anniversary.
2. Published amounts understate the cost. A median of INR 17,817 looks minor. Add the INR 11,800 fee, professional time, up to 180 days of waiting and blocked corporate actions. The total is a multiple of the order.
3. Fix the allotment first. A late issue starts at INR 30,000 and grows with every rupee invested. A board that takes 61 days to allot usually creates a larger bill than a late FC-GPR.
4. Legacy gaps should be cleared before any transaction. FEMA 20 delays are now near ten years old. Several legacy orders in our sample run into lakhs. A buyer or a later investor will find them, and the bill keeps growing.
5. Large tranches need care under both routes. Above INR 40 crore, a year under the LSF costs more than a year under row 1. That is no reason to wait, because compounding brings an order, publication and the paragraph 4.1 bar on repeats.

What should a subsidiary do now?

Start with a full map of what was filed and when. Then sort each gap by route. The steps below set the order of work.

1. List every inflow and issue. Match each FIRC to a board allotment and an FC-GPR acknowledgment.
2. Date each gap. Compute the due date and the three year cut off for every late form.
3. File the LSF cases now. Each one inside three years goes on FIRMS with full documents. Pay the advice within 30 days.
4. Check the 60 day and 15 day rules. A late issue or refund needs compounding, whatever the reporting position.
5. Estimate the compounding amount. Use the matrix, the caps and the fee before you apply, so the board knows the cost.
6. Apply once, with everything. Paragraph 4.1 bars a second compounding of a similar breach within three years. Put every known gap in one application.
7. Pay within 15 days. An unpaid order lapses, and the case can go to the Directorate of Enforcement.

Our FEMA compliance team runs this mapping, and our compliance rescue service handles legacy gaps. For the FC-GPR process itself, see the FC-GPR filing timeline and our FC-GPR compounding guide.

Common mistakes

1. Waiting past three years. The LSF window closes and the cost multiplies. Fix: file every late form before the third anniversary of its due date.
2. Treating the LSF as a cure for late issue. The LSF covers the report only. Fix: test every FC-GPR against the 60 day issue rule and compound any breach.
3. Compounding one form at a time. A second similar breach within three years cannot be compounded. Fix: audit the whole FEMA file and apply once for every known gap.
4. Ignoring tiny subscriber amounts. A forgotten INR 10,000 FC-GPR still blocks later filings. Fix: include incorporation shares in the audit.
5. Missing the 15 day payment window. The application is then treated as never made. Fix: arrange funds before the order arrives.
6. Assuming publication is harmless. The company name, the provisions and the amount sit on rbi.org.in. Fix: brief investors and buyers before they find it.
7. Forgetting the ARF on legacy money. Pre 2019 inflows needed an ARF as well as an FC-GPR. Fix: check both, because each adds a fixed amount.

Checklist

1. Collect every FIRC, board resolution, PAS-3 and FIRMS acknowledgment since incorporation.
2. Match each inflow to an issue date and an FC-GPR or ARF filing.
3. Compute the due date and the delay for each late form.
4. Mark each delay as inside or outside the three year LSF window.
5. Test each issue against the 60 day rule and each refund against the 15 day rule.
6. File the LSF cases on FIRMS and pay each advice within 30 days.
7. Estimate the compounding amount for the rest with the matrix and the caps.
8. Prepare one compounding application for all remaining breaches.
9. Pay the INR 10,000 fee plus GST with the application.
10. Pay the compounded amount within 15 days of the order.
11. File the order and the payment proof in the FEMA file.

To have your FEMA file mapped before you apply, email [email protected] with your FIRMS acknowledgments and share allotment records.

Frequently Asked Questions

How much does RBI charge to compound a late FC-GPR?+

RBI charges a fixed INR 10,000 for each regulation breached, plus a yearly amount by the sum involved. The yearly amount runs from INR 1,000 below INR 10 lakh to INR 2,00,000 at INR 100 crore and above. We read 14 orders of Aug and Sep 2026 on regulation 4(1) of FEMA 395/2019-RB. They ranged from INR 4,740 to INR 2,30,834.

Does RBI publish compounding orders?+

Yes. Paragraph 6.5 of the Master Direction on Compounding requires RBI to publish summary information on orders passed on or after 1 Mar 2020. The summary on rbi.org.in gives the applicant, the provisions compounded, the order date and the amount. RBI also keeps a separate list of compounding orders with the amount, whether it was paid and a download link.

Can I pay the late submission fee instead of compounding?+

Only if the delay is up to three years from the due date. A.P. (DIR Series) Circular No. 16 of 30 Sep 2022 sets the LSF at INR 7,500 plus 0.025 percent of the amount per year. Beyond three years, the AD bank approves the form subject to compounding, and you apply to RBI.

How does RBI count the period of delay for compounding?+

Section III of paragraph 5.4 of the Master Direction takes the delay in months, rounded up. It divides the months by 12. RBI multiplies that by the yearly amount for the slab. Sundays and holidays count. A delay of 4 years, 7 months and 26 days becomes 56 months, or 4.67 years.

What is the compounding application fee?+

INR 10,000 plus GST, which is 18 percent at present, so INR 11,800 in all. Paragraph 3.2 of the Master Direction on Compounding sets it. You pay by demand draft or an electronic transfer such as NEFT. The fee applies however small the compounded amount turns out to be.

Why do some compounding orders show amounts below INR 10,000?+

On our reading, because a cap applied. Proviso (ii) to paragraph 5.4 applies where the sum involved is below INR 1 lakh. It limits the total to simple interest at 5 percent a year for reporting breaches. It is 10 percent for other breaches. That explains why some orders on small refund amounts show INR 20 or INR 247.

Is late allotment of shares compounded the same way as a late FC-GPR?+

No. A late issue breaches regulation 3.1(I)(A)(2) of FEMA 395/2019-RB, which requires issue within 60 days of receipt. The matrix lists it in row 3, where the printed amount starts at INR 30,000 plus a percentage of the sum. A late FC-GPR falls in row 1, which starts at INR 10,000.

Which RBI office compounds an FC-GPR delay?+

The Regional Office with jurisdiction over the registered office of the Indian investee company. Paragraph 2.3 of the Master Direction on Compounding sets this for foreign investment contraventions. RBI must pass the order within 180 days of receiving a complete application.

What happens if I do not pay the compounded amount?+

Paragraph 7.3 of the Master Direction treats the application as never made if you do not pay within 15 days of the order. The contravention stays open. RBI's older list of orders marks some unpaid cases as referred to the Directorate of Enforcement, which can adjudicate under section 13 of FEMA, 1999.

Can a company compound the same contravention twice?+

Not within three years. Paragraph 4.1 of the Master Direction bars compounding of a similar contravention within three years of an earlier compounded one. A breach after three years counts as a first contravention. So put every known gap into one application.

Did the compounding matrix change in 2026?+

No. The matrix in FED Master Direction No. 04/2025-26 still shows "updated as on" 24 Apr 2025 on 23 Oct 2026. Circular No. 25 of 30 Mar 2026 revised the late submission fee for ECB returns only. Circular No. 28 of 23 Oct 2026 moved overseas investment, borrowing, lending and guarantee cases to Regional Offices.

Sources

• Reserve Bank of India, Information on Contraventions Compounded, summary of compounding orders issued on or after 1 Mar 2020, read 23 Oct 2026, https://www.rbi.org.in/scripts/SummaryCompoundingorders.aspx
• Reserve Bank of India, FEMA Compounding Orders, list of orders with amounts and payment status, read 23 Oct 2026, https://www.rbi.org.in/Scripts/CompoundingOrders.aspx
• Reserve Bank of India, FEMA page, Information on Contraventions Compounded, https://www.rbi.org.in/scripts/InfoContravention.aspx
• Reserve Bank of India, Master Direction, Compounding of Contraventions under FEMA, 1999, FED Master Direction No. 04/2025-26, 22 Apr 2025, updated 24 Apr 2025, https://www.rbi.org.in/Scripts/BS_ViewMasDirections.aspx?id=12839
• Reserve Bank of India, A.P. (DIR Series) Circular No. 17, Directions, Compounding of Contraventions under FEMA, 1999, 1 Oct 2024, https://rbi.org.in/Scripts/BS_CircularIndexDisplay.aspx?Id=12736
• Reserve Bank of India, A.P. (DIR Series) Circular No. 16, Late Submission Fee for reporting delays under FEMA, 30 Sep 2022, https://rbi.org.in/Scripts/NotificationUser.aspx?Id=12393&Mode=0
• Reserve Bank of India, A.P. (DIR Series) Circular No. 22, Rationalisation of reporting in Single Master Form on FIRMS, 4 Jan 2023, https://www.rbi.org.in/scripts/NotificationUser.aspx?Id=12433&Mode=0
• Reserve Bank of India, A.P. (DIR Series) Circular No. 25, Returns pertaining to External Commercial Borrowing, 30 Mar 2026, https://rbi.org.in/Scripts/BS_CircularIndexDisplay.aspx?Id=13345
• Reserve Bank of India, A.P. (DIR Series) Circular No. 28/2026-27, Delegation of Compounding of certain Contraventions under FEMA, 1999 to Regional Offices of the Reserve Bank, 23 Oct 2026, https://rbi.org.in/Scripts/BS_CircularIndexDisplay.aspx?Id=13745
• Reserve Bank of India, A.P. (DIR Series) Circulars index, 2026-27, https://www.rbi.org.in/scripts/bs_apcircularsdisplay.aspx
• Reserve Bank of India, Foreign Exchange Management (Mode of Payment and Reporting of Non Debt Instruments) Regulations, 2019, FEMA 395/2019-RB, amended up to 13 Jun 2026, https://rbi.org.in/scripts/BS_FemaNotifications.aspx?Id=11723
• Reserve Bank of India, Foreign Exchange Management (Transfer or Issue of Security by a Person Resident Outside India) Regulations, 2017, FEMA 20(R)/2017-RB, 7 Nov 2017, https://rbi.org.in/Scripts/BS_FemaNotifications.aspx?Id=11161
• Reserve Bank of India, Foreign Exchange Management (Transfer or Issue of Security by a Person Resident outside India) Regulations, 2000, FEMA 20/2000-RB, 3 May 2000, https://www.rbi.org.in/Scripts/BS_FemaNotifications.aspx?Id=174