Non-Banking Financial Company (NBFC)
Non-Banking Financial Company (NBFC)
NBFC or Non-Banking Financial Company is that kind of financial institution which provides various financial and non-financial services to individuals, business enterprises, entrepreneurs, etc. They are different from the Cooperative and Commercial Banks, They do not need to hold a banking license but must strictly follow the rules and regulations provided by RBI from time to time.
NBFCs, most commonly, operate in the field of industrial and commercial loans and advances, deposits, leasing, hire-purchasing, investment funds, chit fund business, insurance business, instruments of the capital & money markets such as stocks, debentures, bonds, and many other similar activities.
India’s financial sector has shown consistent growth for the past two decades. The NBFC part of this sector has transformed tremendously over the past few years. And NBFCs have been at the forefront in driving new credit disbursals for the country’s underserved retail and MSME market.
NBFC License must be taken from RBI u/s 45-IA of the RBI Act of 1934. The financial institution wishing to be registered as NBFC must, first, be duly registered either as per the Companies Act of 2013, or earlier Act of 1956.
RBI strictly regulates and ensures that the NBFCs are complying with the provisions and regulations provided in Chapter III B of the RBI Act.
The principal business activity of NBFCs is to raise capital from the public depositors & investors and lend these further to the borrowers.
NBFCs are the bridges that link the investors or depositors with the borrowers. They have become a better alternative to the banking and financial sector by providing financial solutions to the unbanked and unorganized segments of society.
Principle business has not been defined by the RBI Act. Therefore, RBI, in an attempt to bring clarity, has defined financial activity. It has defined that principal business will be considered as financial if the company fulfills the following conditions:
• Its Total Assets comprise of more than 50% financial assets.
• Income from financial assets constitutes more than 50% of the gross income.
This is also known as 50-50 criteria.
But below activities are not considered of being financial in nature:
• agricultural activity,
• industrial activity,
• purchase/sale of any goods and services (excluding securities), and
• Sale/purchase/construction of immovable property.
How NBFCs are Different from Bank
Because both NBFC and Banks are both involved in financial activities but some features are different in them. Some of them are:
- Acceptance of Deposits.
- Cheques drawn on itself.
- Being a part of the payment and settlement system.
- Facility of insuring Deposits, available with Deposit Insurance and Credit Guarantee Corporation. Applicable only to bank deposits.
Types of NBFCs
NBFCs have been broadly classified on the following basis:
- The deposit accepting NBFCs and
- Non-Deposit accepting NBFCs,
(Non-deposit taking NBFCs are classified further as per their size:)
- systemically important (NBFC-NDSI) and
- Mortgage Guarantee Companies
- Investment Credit Company
- Infrastructure Debt Fund
- Micro Finance Institution
- Non-Operative Financial Holding Company
- Systemically Important Core Investment Company
Application for an NBFC License can be made in any of the following categories:
- Non-Banking Financial Companies – Factors (NBFC-Factors): These are NBFCs that have factoring as their principal business activity. Factoring is a financial transaction. A kind of debtor finance in which an entity can sell its invoice or bills (accounts receivables) to a third party (NBFC-Factor) at a discount. It is also commonly known as bill discounting or invoice financing.
- Non-Banking Financial Companies – Mortgage Guarantee Companies (NBFC-MGC):NBFC-MGC must be registered with RBI as a Mortgage Guarantee Company. Its principal business is that of granting a mortgage guarantee. This guarantee is provided for repaying an outstanding housing loan and interest accrued on it. Up to the guaranteed amount to a creditor institution, when a trigger event happens. The minimum NOF requirement and financial asset criteria are different for this kind of NBFC.
- Non-Banking Financial Companies – Investment Credit Companies (NBFC-ICC):Any financial organization carrying on as its primary business- asset finance, the finance is provided by loans/advances or otherwise, for any activity other than its own and acquiring securities. And its activities must not fall under some other category defined by RBI.
- Non-Banking Financial Companies – Infrastructure Finance Companies (NBFC-IFC): These types of Companies invest in the debt securities of infrastructure companies or public-private partnership projects, having minimum NOF of Rs. 300 crore. The principal business and rating requirements are also different for such NBFCs.
Non-Banking Financial Companies – Microfinance Institution (NBFC-MFI): A non-deposit taking NBFC lending on a short-term basis to low-income groups in India, with at least 85% of its assets such as qualifying assets satisfying a few conditions:
- the loan provided to a borrower with a Rural Household Annual Income less than Rs. 60,000, or Urban and Semi-Urban Household Income of not over Rs. 1,20,000.
- the amount of lending does not exceed Rs. 35,000 in the first cycle and Rs. 50,000 in all subsequent cycles.
- the total obligation of the borrower doesn’t exceed Rs. 50,000.
- if the amount is more than Rs. 15,000, a loan term of at least 24 months, with prepayment without penalty,
- loan to be extended without any mortgage,
- the aggregate of loans provided for income generation must not be less than 75% of the total loans given by the MFI,
- the frequency of repayment, whether weekly, fortnightly or monthly instalments, to be selected by the borrower.
- Non-Banking Financial Companies – Non-Operative Financial Holding Company (NBFC-NOFHC):b. Non-Banking Financial Companies – Systemically Important Core Investment Company (NBFC-SI-CIC): These NBFCs obtain shares, stocks, and securities. The transactions must fulfill the below conditions: The financial organization through which promoter or promoter groups will be permitted to set up a new bank. It is a wholly-owned NOFHC that shall hold the bank as well as all other companies involved in financial services, regulated by RBI or other regulators, to the extent permissible under the applicable regulatory prescriptions.
Non-Banking Financial Companies – Systemically Important Core Investment Company (NBFC-SI-CIC): These NBFCs obtain shares, stocks, and securities. The transactions must fulfill the below conditions:
- it holds at least 90% of its Total Assets as investment in equity or preference shares, and debt/loans in group companies,
- its investments in the equity stock/shares (including instruments that are convertible into equity shares within a period of not more than 10-years from the date of issue, in group companies, form not less than 60% of its Total Assets,
- it does not trade in its investments in stocks, debt or loans in group companies except by the way of block sale for dilution or disinvestment,
- no financial activity, which is listed u/s 45-I(c) & 45-I(f) of the RBI Act, is being carried out by it. Other than for investments in bank deposits, government securities, money market instruments, loans to and investments in debt issuances of group companies or guarantees declared on behalf of group companies,
- its asset size is Rs. 100 crore or above,
- it accepts public funds.
Pre-Conditions of NBFC Registration
According to Section 45-IA of RBI, below conditions must be fulfilled for a company to be registered as an NBFC:
- Registration: The financial institution should be established as a company under Section 3 of the Companies Act 2013 or the previous Companies Act 1956.
- Director’s Qualifications: At least 1/3rd of the Directors must hold minimum 10-year experience in finance. And he/she must be employed as a full-time Director.
- Unique Business Plan: A business plan must be detailed and ready for operations for the next 5-years.
- Net Owned Fund (NOF): The Company must have at least Rs. 2 Crore as its NOF. It must comprise of only equity paid-up share capital. Preference share capital is not to be included. The premium on shares & reserves, if any, shall be included. But it should not be a borrowed fund. Though, gifts from the spouse can be included in the NOF. The minimum NOF requirement differs for specialized NBFCs (NBFC-MFIs, NBFC Factors, and CICs).
- lean Credit History: The CIBIL score of the company, its Directors and its members must be good. They must not have any write-offs or wilfully defaulted on the repayment of loans to NBFC/Bank.
- FDI Compliance: If any foreign investment is anticipated, the company should be in compliance with the FEMA Act.
Process of Applying for NBFC License
After your company has been incorporated and has accumulated the minimum NOF, you need to follow the below procedure to get it registered as an NBFC with RBI:
An application is to be submitted online. With the required documents. A Company Application Reference Number (CARN) is generated upon successful submission. This reference number is of use during all future inquiries and communications.
The hard copies of the documents and the form as uploaded online, are to be sent to the Regional Office of RBI, under whose jurisdiction your company falls.
Once the submitted documents are found to be ok, the regional office sends the application to the central office of the RBI. There, the application and the documents are verified and a thorough background check is conducted.
If the company meets all the terms and conditions specified in Section 45-I A of the RBI Act, the NBFC License shall be granted.
Please remember to keep the required minimum capital in a deposit account, free from all liabilities. Generally, this amount is kept in a Fixed Deposit (FD). RBI shall verify this amount, after your application, as the deposit of the company with the concerned bank.
RBI Conditions for Granting NBFC License
For NBFC registration, the company shall apply in the format as specified by the RBI. Before registering the company as NBFC, RBI may inspect the financial & other books to satisfy the following conditions:
- that the NBFC can pay its present or future investors in full as and when their claims accrue.
- that its operations are not likely to be carried in any manner detrimental to the interest of its existing or future investors.
- the general character of the management and the Board shall not be prejudicial to the interest of the public or depositors.
- it has sufficient capital structure and earning potential.
- public interest shall be served by licensing this company as an NBFC.
- the grant of CoR shall not be unfavorable to the operation of the financial sector. And is consistent with monetary stability, economic growth and considering such other relevant policies of RBI.
Compliances Required by NBFCs after CoR
There are certain compliances to be met after the NBFC License process is complete. The guidelines, circulars, and notifications, from the RBI, published in the public domain from time to time, are also mandatorily to be complied with.
- Appointing a Statutory Auditor (CA with 5+ years of experience),
- Statutory Audit,
- Tax Audit,
- Income Tax Returns Filing,
- GST Returns Filing,
- ROC Returns,
- All other Compliances/Returns required by a competent authority.
Compliances for NBFCs by RBI
- Adoption of Fair Practice Code,
- CIC Registration,
- C-KYC Registration,
- CERSAI Registration,
- FIU-IND Registration,
- COSMOS Registration,
- Secretarial compliances,
- Compliance of KYC Anti-money Laundering,
- Filing NBS-9 on COSMOS, the online platform of RBI.
Penalty of Non-Compliance with RBI Regulations
RBI is authorized to take strict regulatory action if a company has lending, accepting deposits or making investments as its principal business, but has not obtained a CoR of NBFC. A heavy penalty or fine can get imposed on it. Or it can even be persecuted in a court of law.
RBI invites reporting of any entity which does financial activities but does not figure in the list of authorized NBFCs on RBI website. Accordingly, suitable action shall be taken for contravention of the provisions of the RBI Act, 1934.
Moreover, RBI constantly reviews market intelligence reports, complaints, and exception reports from statutory auditors of the companies, information received through State Level Coordination Committee Meetings (SLCC), etc. To find out about companies violating its provisions. RBI also participates in sharing of this information with all the financial sector regulators and enforcement agencies in the SLCC meetings.
Process of Registration
- Certified Copy of Certificate of incorporation (CoI): Take a Certified Copy of CoI, MoA (Memorandum of Association), and AoA (Article of Association) from the Regional ROC (Registrar of Companies)
- Updated KYC: Latest KYC details, income proof, credit report, and Net-worth Certificate of Directors and shareholders.
- Net Worth Certificate: Collect updated net worth certificate of Directors, member/shareholders, and Company.
- Education: Education & qualification proof of the Directors.
- Company’s Details: Company’s PAN & GST number. Documents in support of the address of the company.
- Bank Account: Details of the bank account of the company. This must have at least Rs. 2 crore deposited as the minimum NOF requirement. And well audited for the last 3-years.
- Banker’s Report: A report to be obtained from the bank confirming the No Lien remark on the Initial Fixed Deposit of Rs 2 crore.
- Board Resolution: The board’s resolution approving the formation of NBFC.
- Underwriting model: A detailed action plan, for the next 5-years, about the loan products, complying with the Fair Practices Code, credit, and risk assessment policy.
- Organizational Structure: Complete plan of the organization hierarchy and decision-making process. The proposed criteria on which a loan application will get approved or rejected.
- IT Policy: The planned system and Information technology policy.