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Brief Note on Non Banking Financial Companies (NBFCs)



ANon-Banking Financial Company (NBFC) is a company registered under theCompanies Act, 1956 engaged in the business of loans and advances, acquisitionof shares/ stocks/ bonds/ debentures/ securities issued by Government or localauthority or other marketable securities of a like nature, leasing,hire-purchase, insurance business, chit business but does not include anyinstitution whose principal business is that of agriculture activity, industrialactivity, purchase or sale of any goods (other than securities) or providingany services and sale/purchase/construction of immovable property. Anon-banking institution which is a company and has principal business ofreceiving deposits under any scheme or arrangement in one lump sum or ininstallments by way of contributions or in any other manner, is also anon-banking financial company (Residuary non-banking company).

 

Broadly Classification of NBFCs :

1.    NBFCs accepting Public Deposit

2.    NBFCs not accepting Public Deposit

Presently RBI has stopped the License to NBFCs accepting Public Deposit.

 

NBFCs not acceptingPublic Deposit can further be classified into two catagories :

1.      NBFCs engaged in Loan Investment, Hire purchase Finance andEquipment Leasing

2.      NBFCs whose  principalbusiness is the acquisition of securities.

 

Requirements forregistration with RBI

1.      Company should be registered undercompanies Act.

2.      Have a minimum net owned fund of Rs200 lakh.

 

 

 

 

Documents Required forRegistration of NBFC

Anindicative list of basic documents / information to be furnished alongwith the application. All documents/information is to be submitted induplicate.

 

Sr. No

Requirements to be complied with and documents to be submitted to RBI by Companies for obtaining certificate and Registration from RBI as NBFC

1.

Minimum NOF requirement Rs. 200 lakh.

2.

Application to be submitted in two separate sets tied up properly in two separate files and properly page numbered.

3

Identification particulars (Annex I).

4

Statement on prudential norms (Annex II).

5

Information about the management (Annex III)

6

Details of change in the management of the company during last financial year till date if any and reasons thereof.

7

Certified copies of Certificate of Incorporation and Certificate of Commencement of Business in case of public limited companies.

8

Certified copies of up-to-date Memorandum and Articles of Association of the company.

9

Details of clauses in the memorandum relating to financial business.

10

Details of changes in the Memorandum and Articles of Association duly certified.

11

Copy of PAN/CIN alotted to the company.

12

Annex II to be submitted duly signed by the director/Authorized signatory and certified by the statutory auditors.

13

Annex III (directors’ profile) to be separately filled up and signed by each director. Care should be taken to give details of bankers in respect of firms/companies/entities in which directors have substantial interest.

14

In case the directors are associated with or without substantial interest (indicate %of holding in each company firm) in other companies, indicate clearly the activity of the companies and details of their regulators if any.

15

Certificate from the respective NBFC/s where the Directors have gained NBFC experience.

16

Copy of PAN and DIN allotted to the Directors.

17

CIBIL Data pertaining to Directors of the company

18

Financial Statements of the last 2 years of Unincorporated Bodies,if any,in the group where the directors may be holding directorship with/without substantial interest.

19

Certificate of compliance with section 45S of Chapter IIIC of the RBI Act, 1934 regarding unincorporated bodies with which director/s of the company are associated.

20

Whether any prohibitory order was issued in the past to the company or any other NBFC/RNBC with which the directors/promoters etc. were associated? If yes, details there of.

21

Whether the company or any of its directors was/is involved in any criminal case, including under section 138(1) of the Negotiable Instruments Act? If yes, details thereof.

22

Board Resolution specifically approving the submission of the application and its contents and authorising signatory.

23

Board Resolution to the effect that the company has not accepted any public deposit, in the past (specify period)/does not hold any public deposit as on the date and will not accept the same in future without the prior approval of Reserve Bank of India in writing.

24

Board resolution stating that the company is not carrying on any NBFC activity/stopped NBFC activity and will not carry on/commence the same before getting registration from RBI.

25

Certified copy of Board resolution for formulation of “Fair Practices Code”

26

Statutory Auditors Certificate certifying that the company is/does not accept/is not holding Public Deposit.

27

Statutory Auditors Certificate certifying that the company is not carrying on any NBFC activity.

28

Statutory Auditors Certificate certifying net owned fund as on date of the application.

29

Details of Authorised Share Capital and latest shareholding pattern of the company including the percentages. Documentary evidence for change in shareholding pattern,if undergone. If there are any NBFC corporate share holders, certificates from their statutory auditors regarding the adequacy of statutory NOF post investment. Also, provide details about the line of activity of other corporate stake holders.

30

Copy of Fixed Deposit receipt & bankers certificate of no lien indicating balances in support of NOF

31

Details of infusion of capital if any during last financial year together with the copy of return of allotment filed with Registrar of Companies.

32

Details of the bank balances/bank accounts/complete postal address of the branch/bank, loan/credit facilities etc. availed.

33

Details of unsecured loans if any, raised by the company from others (including the directors) during the year and if these fall in the exempted category of Public deposits certified by the Auditor.

34

A certificate of Chartered Accountant regarding details of group/associate/subsidiary/holding/related companies is submitted.

('Companies in the group" have  been exhaustively defined in para 3(1) b of Notification No. DNBS.(PD) 219/CGM (US)-2011 dated January 05, 2011 as an arrangement involving two or more entities related to each other through any of the following relationships, viz; subsidiary-parent (defined in terms of AS-21), Joint Venture (defined in terms of  AS 27), Associate (defined in terms of AS 23), promoter-promotee (as provided in the SEBI-Acquisition of shares and takeover) Regulations, 1997) for listed companies, a related party (defined in terms of AS 18) Common brand name, and investment in equity shares of 20% and above.)

 

Details should include names of the company, its activity, whether it is an NBFC or have other regulators like SEBI/IRDA/FMC/NHB/Foreign Regulators. If they are unregulated give the details of their activities, principal banker’s name, address, account no. Whether the names of these companies are appearing in the balance sheet of the applicant company. If not, indicate why they are not appearing. Whether overseas group companies were established under general permission route or under approval from appropriate authority if any. If there are other NBFCs in the group, justification of having another NBFC.

35

Brief background note on the activities of the company during the last three years and the reasons for applying for NBFC registration.

36

Whether the company has applied to RBI in the past for registration,if rejected,give full details. If not applied to RBI earlier, whether the company was doing NBFI activities without CoR.If yes, indicate reasons for same.Whether they have completely stopped NBFI activities now and whether that has been certified by their auditor. Also, submit a letter seeking to be condoned for violation of Sec 45 IA if the company had conducted NBFI business detailing the circumstances.

37

Last three years Audited balance sheet and Profit & Loss account along with directors & auditors report or for such shorter period as are available (for companies already in existence).

38

Business plan of the company for the next three years giving details of its (a) thrust of business; (b) market segment; and (c) projected balance sheets, Cash flow statement, asset/income pattern statement without any element of public deposits.

39

Source of the startup capital of the company substantiated with documentary evidence. Provide Self attested Bank Statement/IT returns etc.

40

Details of mergers and acquisition with/of other companies if any together with supporting documents.

41

Is the company engaged in any capital market activity? If so, whether there has been any non-compliance with SEBI Regulations? (Statement to be certified by Auditors).

42

Whether the company was granted any permission by FED to function as Full-fledged Money Changers? If so, copy of the RBI letter granting the permission.

43

If there is FDI in the company, its percentage (submit FIRC in support thereof) and whether it fulfills the minimum capitalization norms or not (also submit FC_GPRs).

(i) Has the FDI been brought in with FIPB approval (Copy of approval to be submitted)?

 (ii) Is the foreign entity contributing the FDI subject to supervision in its home country (if yes, name, address and email id of the regulator).

(iii) If not, mention legal status, viz, statutes under which it was established, its statutory obligations, procedures under which it was established, whether listed on stock exchange etc.

(iv) The particulars of approval of Foreign Exchange Department (FED) if any obtained/copies of Foreign Inward Remittance Certificate in r/o Foreign Direct Investment if any, received by the applicant company are furnished.

(v) Activities undertaken, details of regulator of group/associate companies doing financial activities which are regulated either in the home country or elsewhere, if any.

 

(v) If any group/ associate company is operating in India, details such as its activities, its partners or associates, regulator/s etc. may be furnished.

 

44

Declaration  by the company to own electronic infrastructure and its capability regarding electronic submission of data through the internet as and when required by Reserve Bank of India. Email id of the company should also be provided.

45

Are there are any incidents of non-compliance with the directions of Revenue Authorities or any other statutory  authority by the applicant company, its holding company/ subsidiaries, If yes, give particulars, else report "Nil"

               

Note:The Above Checklist is indicative and not exhaustive. Bank can, if necessary,call for any further documents to satisfy themselves on the eligibility forobtaining registration as NBFC.

 

We hope that you will findthis note useful.

 

  

 

 

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