Regulation 10 explained: this guide covers what it means, who it applies to, the step-by-step process, documents required, fees, due dates and penalties in India — so you can stay compliant with confidence and avoid costly mistakes.
Regulation 10 is the reporting regulation for overseas investment. This article covers its first three sub-regulations: that reporting is through the designated AD bank in the Reserve Bank's format, what a person with ODI or financial commitment must report and within what time, and the separate half-yearly reporting of overseas portfolio investment. The annual performance report and the annual return on foreign liabilities and assets in sub-regulations (4) and (5) are in the next article.
As per the copy of the notification consulted (No. FEMA 400/2022-RB, as notified on 22 August 2022), all reporting is through the designated AD bank in the format provided by the Reserve Bank. A person with ODI who makes financial commitment or disinvests must report financial commitment at the time of sending outward remittance or making the commitment, whichever is earlier, disinvestment within thirty days of receipt of proceeds, and restructuring within thirty days of the restructuring. Overseas portfolio investment by anyone other than a resident individual is reported within sixty days from the end of the half-year.
The text and its footing
The Regulations are made by the Reserve Bank under sub-section (1) and clause (a) of sub-section (2) of section 47 of the Foreign Exchange Management Act, 1999; see sections 47 and 48 and section 6. The text is taken from a third-party copy of the notification as notified on 22 August 2022; later amendments are not shown. The Master Direction - Overseas Investment (FED Master Direction No.15/2024-25, July 24, 2024, "Updated as on April 01, 2026") is read beside it. Later amendments and circulars should be checked on the Reserve Bank and Gazette sites. Forms are named only: the forms and instructions are in the Master Direction on Reporting under FEMA, which is not in the sources consulted. For a reporting calendar, our ODI reporting team can assist.
Regulation 10(1): through the designated bank
Unless otherwise provided in the Regulations, all reporting by a person resident in India "as specified" shall be made through the designated AD bank, in the manner provided in the regulation and in the format provided by the Reserve Bank. Paragraph 17(1) of the Master Direction says the same, through the revised reporting forms and instructions in the Master Direction on Reporting, and adds that any incomplete filing is treated as non-submission.
Regulation 10(2): ODI and financial commitment
A person resident in India who has made ODI, or is making a financial commitment, or is undertaking disinvestment in a foreign entity shall report:
| Event | When to report (regulation 10(2)) |
|---|---|
| (a) Financial commitment, whether or not it is reckoned towards the financial commitment limit | At the time of sending outward remittance or making the financial commitment, whichever is earlier |
| (b) Disinvestment | Within thirty days of receipt of disinvestment proceeds |
| (c) Restructuring | Within thirty days from the date of such restructuring |
Clause (a) is wider than it looks. It covers a financial commitment "whether it is reckoned towards the financial commitment limit or not". So an item that does not count towards the limit still has to be reported at the time stated.
Paragraph 3(2) of the Master Direction says a person intending to make any financial commitment fills up Form FC as provided in the Master Direction on Reporting, supported by documents, and approaches the designated AD bank. Paragraph 7(2) says acquisition of equity through a rights issue is reported in Form FC; renouncing rights does not require reporting and bonus shares are not fresh financial commitment and need no reporting. Paragraph 21(4)(c) and (d) says invocation and roll-over of a guarantee are reported in Form FC. Paragraph 14 deals with restructuring in the Master Direction (accumulated-loss certificate), under rule 18 of the OI Rules, not in the sources consulted. For the deferred-payment reporting in Form FC see the article on regulations 7 and 8.
Paragraph 17(4) of the Master Direction: a resident individual making overseas investment must comply with the reporting requirements in the OI Regulations, and reporting is also done under the Liberalised Remittance Scheme where the investment is reckoned towards the LRS limit. Acquisition of foreign securities by inheritance or gift in accordance with paragraph 2 of Schedule III of the OI Rules is not reckoned towards the LRS limit and needs no LRS reporting. See our article on the Liberalised Remittance Scheme.
Regulation 10(3): overseas portfolio investment
A person resident in India other than a resident individual making any Overseas Portfolio Investment (OPI), or transferring such OPI by way of sale, shall report the investment or transfer within sixty days from the end of the half-year in which it is made, "as of September or March-end". The proviso deals with OPI by acquisition of shares or interest under an Employee Stock Ownership Plan or Employee Benefits Scheme: the reporting is done by the office in India or branch of the overseas entity, or a subsidiary in India of the overseas entity, or the Indian entity in which the overseas entity has direct or indirect equity holding, where the resident individual is an employee or director.
Paragraph 22(5) of the Master Direction adds that where such ESOP investment qualifies as OPI, the reporting in Form OPI is done by the employer concerned under regulation 10(3), and where it qualifies as ODI, the resident individual reports it in Form FC. Forms named: Form FC, Form OPI.
What if the report is late
Regulation 11 lets a person file late with a Late Submission Fee; regulation 12 bars further commitment until the delay is regularised. These are explained in the article on regulations 11 and 12.
Example
Deccan Pharma Ltd has ODI in a foreign entity and sells part of its stake. It receives the proceeds on 12 March. Regulation 10(2)(b) requires it to report the disinvestment within thirty days of receipt, so by 11 April. Separately, it wants to restructure the balance sheet of the foreign entity on 1 June; regulation 10(2)(c) requires a report within thirty days from that date. A resident employee of Deccan Pharma who gets ESOP shares of an overseas parent that qualify as OPI does not report them herself; the employer concerned does, under the proviso to regulation 10(3) and paragraph 22(5) of the Master Direction.
Common mistakes
- Reporting a commitment only after the remittance, not at the time of sending or making it, whichever is earlier.
- Assuming commitments outside the limit need no report.
- Missing the thirty days for disinvestment and restructuring.
- Leaving an incomplete filing, which paragraph 17(1) treats as non-submission.
- Having the individual employee report ESOP OPI when the proviso places the duty on the employer entities.
Need help with the reporting calendar?
The reporting forms, the bank's online system and the clocks under regulation 10 all have to line up. Our ODI reporting team can prepare the filings and keep the calendar.
Key takeaways
- All reporting is through the designated AD bank in the Reserve Bank's format.
- Financial commitment is reported at the time of sending the remittance or making the commitment, whichever is earlier; disinvestment and restructuring within thirty days.
- OPI by persons other than resident individuals is reported within sixty days from the end of the half-year.
- For ESOP OPI the employer-side entities report.
- Incomplete filing counts as non-submission.
Read next
- Annual performance report and FLA return: regulation 10(4) and (5)
- Late submission fee and bar on further commitment: regulations 11 and 12
- How to file Form ODI
- ODI: financial commitment and reporting
Disclaimer: Based on the rules, regulations and Reserve Bank Master Directions under the Foreign Exchange Management Act, 1999 that this article names, each in the version and up to the date stated in the article, as consulted on 2 October 2026. Some texts are third-party copies or older prints and are identified as such. Limits, forms and time limits change by amendment and circular; later changes should be checked on the Reserve Bank and Gazette sites. This article is general information, not legal advice; check the official text before acting.