NonBankingFinance
Company
NIRC,ICSI
NIRC, ICSI Sharad Tyagi 1
Topics Covered
TopicsCovered
MeaningofNBFC
NBFCs Liabilitiesbasedclassification
NBFCs Assetbasedclassification
NBFCs Sizebasedclassification
NBFCs Size based classification
AssetIncomeApproach
Netownedfundrequirement
FormationProcedure
NIRC, ICSI Sharad Tyagi 2
Topics Covered
TopicsCovered
RaisingofFunds
Compliances
p CosAct,2013
,
Compliances SEBILaws
Compliances RBILaws
Compliances RBI Laws
[Link]
RelatedPartyTransactions
, ,g
Investment,loan,guaranteeetc.
NIRC, ICSI Sharad Tyagi 3
Topics covered
Topicscovered
ChangeinControl
Change in Control
Merger&Amalgamation
FDIinNBFCs
i C
StatutoryAuditorCertificate
AuditorsReport
Returns Requirement
ReturnsRequirement
RecentAmendments
NIRC, ICSI Sharad Tyagi 4
Banks Vs. NonBanks
[Link] Banks
Both are Financial Intermediaries
Banks Can:
Maintain Demand Deposits (savings/current Accounts)
Form a Part of Payment and Settlement Mechanism
Nonbanks
Non banks Can
Accept only term Deposits
Does not form Part of Payment and Settlement
Mechanism
NIRC, ICSI Sharad Tyagi 5
Meaning of NBFC
MeaningofNBFC
Section 45I (f) of RBI act, 1934
Nonbanking financial company means
a Financial Institution which is a company;
a NonBanking Institution which is a company and
which has as its Principal Business the receiving of
deposits, under any scheme or arrangement or in any
other manner, or lending in any manner;
such other NonBanking Institution or class of such
i tit ti
institutions, as RBI specifies
NonBankingInstitution
Non BankingInstitution meansa
company,corporationorco
company,corporationorco
ti operativesociety
ti i t
NIRC, ICSI Sharad Tyagi 6
Types of NBFCs
TypesofNBFCs
LiabilitiesBasedClassification
Liabilities Based Classification
AssetBasedClassification
d Cl ifi i
SizeBasedClassification
NIRC, ICSI Sharad Tyagi 7
Liabilities Based Classification
LiabilitiesBasedClassification
NBFCshavingpublicdepositsorNBFCsD
NBFCsnothavingpublicdepositsorNBFCsND
NIRC, ICSI Sharad Tyagi 8
Asset Based Classification
AssetBasedClassification
Mainlyy there are followingg types
yp of NBFCs
Asset Finance Company
Investment Company
Loan Company
Core Investment Companies
Infrastructure Finance Companies
Factor
Micro Finance Institutions
Infrastructure Debt Funds
NIRC, ICSI Sharad Tyagi 9
Size Based Classification
SizeBasedClassification
In 2006,
2006 non
nondeposit
deposit taking NBFCs with assets
of Rs. 100 crore and above were labelled as
Systemically Important NonNonDeposit
Deposit taking
NBFCs (NBFCsNDSI), and prudential
regulations such as capital adequacy
requirements, exposure norms along with,
reporting requirements were made applicable
to them
NIRC, ICSI Sharad Tyagi 10
Asset Income Approach
AssetIncomeApproach
In order to identify a particular company as an
NBFC, consider both, the assets and the income
pattern from the last audited balance sheet to
decide principal business
FinancialAssets
Financial
FinancialAssetsaremorethan
Assets aremorethan50percent
are more than 50percent
50 per cent
ofitsTotalAssets(nettedoffbyIntangibleAssets)
ofitsTotalAssets(nettedoffbyIntangibleAssets)
AND
Incomefromfinancialassetsshouldbe
Incomefromfinancialassetsshouldbe
morethan50percentofthegrossincome
NIRC, ICSI Sharad Tyagi 11
Asset Finance Company
AssetFinanceCompany
Asset Finance Company (AFC) would be defined as
any company which is a financial institution
carrying on as its principal business the financing
of physical assets supporting productive /
economici activity.
ti it
60%ofTotalAssetsinFinancingReal/PhysicalAssets&
60%ofTotalIncomearisesfromtheaforesaidAssets
NIRC, ICSI Sharad Tyagi 12
Investment Company
InvestmentCompany
Investment Companies (IC) means any company
which is a financial institution carrying on as its
principal business of acquisition of securities
50%ofTotalAssetsinInvestmentActivity&
50%ofTotalIncomearisesfromtheaforesaidAssets
NIRC, ICSI Sharad Tyagi 13
Loan Company
LoanCompany
Loan Company(LC) means any company which is a
financial institution carrying on as its principal
business the p
providingg of finance whether byy makingg
loans or advances or otherwise for any activity other
than its own but does not include an Asset Finance
Company
50%ofTotalAssetsinLending&
50% of Total Assets in Lending &
50%ofTotalIncomearisesfromtheaforesaidAssets
NIRC, ICSI Sharad Tyagi 14
Infrastructure Finance Co.
InfrastructureFinanceCo.
IFC means a non nonbanking
banking finance company
which deploys at least 75 per cent of its total
assets in infrastructure loans
Mi i
Minimum N Owned
Net O d Funds
F d INR 300 Lakhs
L kh
Acceptance of public deposit not allowed
NIRC, ICSI Sharad Tyagi 15
Core Investment Companies
CoreInvestmentCompanies
CIC means an NBFC which carries on the
business of acquisition of shares and securities
and which satisfies the following conditions:
Notlessthan90%ofNetAssetsshouldbeintheformof
InvestmentinGroupCompanies
AND
Notlessthan60%ofNetAssetsareheldasequitystake
Notlessthan60%ofNetAssetsareheldasequitystake
in Group Companies
inGroupCompanies
NIRC, ICSI Sharad Tyagi 16
NBFC Factor
NBFCFactor
NBFC Factor means a company which carries on
factoring business as its principal business and
satisfies the following criteria:
MinNOF 5Crores
MinNOF
AND
Atleast75%ofitstotalassetsshouldbefinancialassets
AND
Atleast75%ofitsgrossincomeshouldbefromfactoring
business
NIRC, ICSI Sharad Tyagi 17
NBFC MFI
NBFC
An NBFC
NBFCMFIMFI is defined as a non
nondeposit
deposit taking
NBFC (other than a company licensed under
Section 25 of the Indian Companies Act, Act 1956)
that fulfils the following conditions:
MinNOF 5Crores
MinNOF
AND
N
Notlessthan85%ofitsnetassetsareinthenature
tl th 85% f it t t i th t
ofqualifyingassets
NIRC, ICSI Sharad Tyagi 18
IDF NBFC
IDFNBFC
IDFNBFC
IDF NBFC means a non nondeposit
deposit taking NBFC
that has Net Owned Fund of Rs 300 crores or
more and which invests only in Public Private
Partnerships (PPP) and post commencement
operations date (COD) infrastructure projects
which have completed at least one year of
satisfactory commercial operation and becomes
a party to a Tripartite Agreement.
NIRC, ICSI Sharad Tyagi 19
Net Owned Fund Requirement
NetOwnedFundRequirement
MIN.INR200LAKHSATALLTHETIME
UNLESSOTHERWISESPECIFIED
NIRC, ICSI Sharad Tyagi 20
Formation Procedure
FormationProcedure
A company
p y with main object
j clause/ancillary
/ y clause
for carrying out NBFI activities (check object clause)
Obtain checklist of requirements from RBI website
Fill up prescribed form, available on RBI website,
according to instructions with the requirements
Fill up the
th eform
f provided
id d in
i excell format
f t
Get the required certifications of the statutory
auditors/chartered accountants (as the case may be)
Submit softcopy on RBI website before submission of
the hard copy.
py
NIRC, ICSI Sharad Tyagi 21
Formation Procedure Contd
FormationProcedureContd
Obtain
Obta tthee p printout
tout oof success
successful
u sub
submission
ss o oof
the softcopy. Mention the date of submission on
the print if date is not appearing on print.
Submit the hardcopy application in duplicate to
regional office of RBI
Each page in the application file should be
numbered
Prepare
P th application
the li ti i triplicate
in t i li t so that
th t a
replica is with the applicant for future reference.
NIRC, ICSI Sharad Tyagi 22
Commencement of Business
CommencementofBusiness
NBFC must commence its business within 6
months from the date of CoR
If not commenced within 6 months,
months CoR will
stand withdrawn
No
N change
h i controll prior
in i to commencement
of its business
NIRC, ICSI Sharad Tyagi 23
Change in Name
ChangeinName
PRIOR
PRIORPERMISSIONOFTHE
SSPERMISSION OF THE
PRIORPERMISSIONOFTHERBIREQUIRED
O O O Q
RBIISREQUIRED
NIRC, ICSI Sharad Tyagi 24
Raising of Funds
RaisingofFunds
Private PublicIssue
Placement
Equity/preference
q yp
instruments,bond,
commercialpapers,
debentures deposits
debentures,deposits,
bankfinancetoNBFCs
etc.
NIRC, ICSI Sharad Tyagi 25
Compliances CosAct,2013
BorrowingVsLending
y Passing of Board Resolution under Section 179 of the
Companies Act, 2013
y Shareholders Resolution under Section 180(1)(a)
( )( ) and
Section 180(1)(c) of the Companies Act, 2013
y Preferential issue Section 42 of the Companies
p Act,
2013 and Rules made there under
y Compliance under Companies (Acceptance of
Deposits) Rules, 2013 (yet to be notified) will not be
applicable if NBFC is a borrower.
NIRC, ICSI Sharad Tyagi 26
Compliances SEBILaws
BorrowingVsLending
y Compliance with applicable rules & regulations
of recognized stock exchange in India
y Compliance with the SEBI (Issue of Capital and
Disclosure Requirements) Regulations, 2009
y Compliance
C li with
i h the
h SEBI (Issue
(I and
d Listing
Li i off
Debt Securities) Regulations, 2008
y Compliance with SEBI (Debenture Trustee)
Regulations, 1993
NIRC, ICSI Sharad Tyagi 27
CompliancesRBILaws
BorrowingVsLending
y Issuance of Non
NonConvertible
Convertible Debentures (Reserve Bank)
Directions, 2010, as issued by the RBI (applicable if
maturity period is upto 1 year)
y RBI Circular dated July 27, 2013 (Raising Money through
Private Placement by NBFCsDebentures etc.)
y NonBanking Financial Companies Acceptance of Public
Deposits (Reserve Bank) Directions, 1998
y Master
M t Circular
Ci l on ECB Guidelines
G id li d t d
dated
y Consolidated FDI Policy 2013 issued by DIPP
NIRC, ICSI Sharad Tyagi 28
No. of Subsidiaries
[Link]
Section186(1)oftheCompaniesAct,2013
Section 186(1) of the Companies Act 2013
ExemptiontoNBFCS
i CS notavailable
il bl
Two layers of investment companies are
allowed
HorizontalVsVertical
Horizontal Vs Vertical
NIRC, ICSI Sharad Tyagi 29
L/G/S to Specified Category
L/G/StoSpecifiedCategory
Section 185 of the Companies Act, 2013
Loan, Guarantee
G & security
i to Related
l d Party
Exemption to those companies who provide
the same in the ordinary course of business
Interest on the loan as p
per the rate p
prescribed
by the RBI
NIRC, ICSI Sharad Tyagi 30
Investment, Loan, Guarantee etc.
Investment,Loan,Guaranteeetc.
Section186oftheCompaniesAct,2013
Exemption to those companies who are
engaged in the business of financing of
companies
Interpretation of the word financing
financing
NIRC, ICSI Sharad Tyagi 31
Change in Control
ChangeinControl
Control
Control shall have the same meaning as
defined in the SEBI takeover code
Subhkam Ventures SAT Judgment (year
2010) Supreme Court Judgment (SAT
judgment will not constitute precedent)
NBFC D & NBFC ND : Prior Public Notice
(T
(Transferor
f & Transferee
T f or jointly)
j i l )
NBFC D : Prior permission of RBI
NIRC, ICSI Sharad Tyagi 32
Merger & Amalgamation
Merger&Amalgamation
Prior
PriorPublicNotice
Public Notice
Copy of Courts order to be delivered to RBI
within 1 month from the date of order
option to every depositor to decide whether
to continue
i the
h deposits
d i
NBFC D : Prior permission of the RBI
Cross Border Merger RBI is yet to specify
Rules,, p
presentlyy p
prior p
permission is required
q
NIRC, ICSI Sharad Tyagi 33
FDI in NBFCs
FDIinNBFCs
ApprovalRoute/FIPBapproval
Approval Route/FIPB approval
18categoriesunderNBFC
MinimumCapitalizationNorms
i i C i li i
Not allowed to set up subsidiary for any other
activity
Leasingg & Finance covers onlyy financial leases
and not operating leases.
NIRC, ICSI Sharad Tyagi 34
Provisioning Norms
ProvisioningNorms
C ass cat o o
Classification of Assets
ssets
Standard Assets
Interest and Principal
p Repayment
p y
are regular
Substandard assets
Doubtful Assets
Loss Assets
NIRC, ICSI Sharad Tyagi 35
StatutoryAuditorCertificate
( ll
(AllNBFCs)
)
Submission of certificate from statutoryy auditors
Certificate at the end of FY certifying the eligibility of
the company to hold Certificate of Registration as
NBFC
Certificate to indicate asset and income pattern
To be given within one month from the finalisation of
the balance sheet not later than 30th Dec. in any case
"Every non-banking financial company
shall finalise its balance sheet within a period of
3 months from the date to which it pertains"
NIRC, ICSI Sharad Tyagi
36
AuditorsReport
Auditors
di to submit
b i Report to the
h Board
d off
Directors
The auditor shall also make a separate
report to the Board of Directors of the
Company
NIRC, ICSI Sharad Tyagi
37
AuditorsReport
Matters to be included in the auditors report
p
The auditors report (Issued to Directors) on the
accounts of a NBFC shall include a statement on
the
h following
f ll matters, namely:
l
IIn the
th case off allll nonbanking
b ki fi
financial
i l
companies
I Whether the company is engaged in the
I.
business of NBFI and whether it has obtained a
Certificate of Registration (CoR) from the Bank
NIRC, ICSI Sharad Tyagi
38
AuditorssReport
Auditor Report
II. In the case of a company
p y holdingg CoR issued byy
the RBI, whether that company is entitled to
continue to hold such CoR in terms of its
asset/income pattern as on March 31st of the
applicable year.
III. If the company is classified as AFC, Whether
the NBFC has been correctly classified as AFC as
defined in RBI Directions with reference to the
business carried on by it during the applicable
financial year.
year
NIRC, ICSI Sharad Tyagi
39
AuditorssReport
Auditor Report
In the case of an NBFC
NBFCND
ND
The auditor shall include a statement on:
i.i Whether
Wh th the
th Board
B d off Directors
Di t h passed
has d a
resolution for non acceptance of any public
deposits.
deposits
ii. Whether the company has accepted any public
deposits during the relevant period/year;
iii. Compliance with the prudential norms
NIRC, ICSI Sharad Tyagi
40
AuditorssReport
Auditor Report
Additional
ddi i l Reporting
i ini respect off NBFCNDSI
C S
((a)) Calculation
C l l ti and
d compliance
li with
ith Capital
C it l
adequacy requirements
(b) Whether annual statement of capital funds,
risk assets/exposures and risk asset ratio (NBS
(NBS7)
7)
was furnished to the bank within the stipulated
period
NIRC, ICSI Sharad Tyagi
41
AuditorssReport
Auditor Report
Other Requirements:
1. Reasons to be stated for unfavourable or
qualified statements
2. Obligation of auditor to submit an exception
report to the Bank (RBI)
Auditor to make a report to the regional
office containing the details of unfavorable
or qualified statements and about the non
non
compliance, as the case may be, in respect
of the company
NIRC, ICSI Sharad Tyagi
42
Returns Requirements
ReturnsRequirements
NBFC D : 7 types of return
NBFCNDSI : 6 types of return
NBFC ND having asset size more than 50 crores and
above but less than 100 crores : q quarterlyy return basic
information (NoF, profit & loss last 3 years etc.)
NBFC with FDI : half yearly return on compliance of
Minimum Capitalization Norm
NBFC having
h overseas investment : quarterly
l return
NIRC, ICSI Sharad Tyagi 43
Recent Amendments
RecentAmendments
NBFCs need to display grievance redressal
mechanism and contact details of grievance
redressal officer at prominent place in
offices/branches/places of business
Fair Practices Code (which should preferably in
the vernacular language as understood by the
borrower) based on the guidelines announced
should be put in place by all NBFCs with the
approval of their Boards
NIRC, ICSI Sharad Tyagi 44
Recent Amendmentscont
RecentAmendmentscont
Revision in format for submission of returns
for PMLA compliances and Uploading of
Reports in 'Test Mode' on FINnet Gateway for
PMLA Reporting
Facilityy to NBFCNDSI Direct Access to
Negotiated Dealing SystemOrder Matching
Change in Loan to Value ratio for companies
predominantly in loan against gold products
NIRC, ICSI Sharad Tyagi 45
Recent Amendmentscont
RecentAmendmentscont
Amendments to definition of infrastructure loan
NBFCs cannot become partners in partnership
firms
Review of Guidelines on entry of NBFCs into
Insurance Business
RBI issued NBFC (Opening of
Branch/Subsidiary/Joint Venture/Representative
Office or Undertaking Investment Abroad by
NBFCs) Directions,
Directions 2011
2011
NIRC, ICSI Sharad Tyagi 46
Recent Amendmentscont
RecentAmendmentscont
Guidelines for Credit Default Swaps NBFCs as
users
Revision in External Commercial Borrowings
(ECB) Policy Infrastructure Finance
Companies (IFCs)
Guidelines on classification of frauds,
approach towards monitoring of and reporting
system for frauds for deposit taking NBFCs to
apply for NBFCNDSI also.
also
NIRC, ICSI Sharad Tyagi 47
THANK YOU
48
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Sh d T i
SharadTyagi
AssociatePartner
SethDua
SethDua &Associates
Mb:9717105904
Email:
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