NBFC Core Investing Company Registration

Sr. No.

   DOCUMENTS

1

Details of access to Public Funds.

2.

If the company does not have public funds but intends to access public funds anytime in the future and therefore applying for the CoR, they have to submit the Board Resolution to the effect that they intend to raise resources through public funds at a future date.

3

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

4

Identification particulars (Annex I).

5

Statement on prudential norms (Annex II).

6

Information about the management (Annex III)

7

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

8

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

9

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

10

Details of clauses in the memorandum relating to financial business.

11

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

12

Copy of PAN/CIN allotted to the company.

13

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

14

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.

15

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.

16

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

17

Copy of PAN and DIN allotted to the Directors.

18

CIBIL Data pertaining to Directors of the company

19

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

20

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.

21

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 thereof.

22

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.

23

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

24

Board Resolution to the effect that the company has not accepted/solicited any public deposit and will not accept the same in future without the prior approval of Reserve Bank of India in writing.

25

Board resolution stating that the company was not trading/ will not trade in its investments in shares, bonds, debentures, debt or loans in group companies except through block sale for the purpose of dilution or disinvestment.

26

Board resolution stating that the company does not carry on any other financial activity referred to in Section 45I(c) and 45I(f) of the Reserve Bank of India Act, 1934 except

investment in

i)  bank deposits,

ii) money market instruments, including money market mutual funds

iii)  government securities, and

iv)  bonds or debentures issued by group companies,

v) granting of loans to group companies, and

vi) issuing of guarantees on behalf of group companies. 

27

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

28

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

29

Statutory Auditors Certificate certifying that the company had not traded, during the year in its investments in shares, bonds, debentures, debt or loans in group companies except through block sale for the purpose of dilution or disinvestment.

30

Statutory Auditors Certificate certifying that the company does not carry on any other financial activity referred to in Section 45I(c) and 45I(f) of the Reserve Bank of India Act, 1934 except

investment in

i)  bank deposits,

ii) money market instruments, including money market mutual funds

iii)  government securities, and

iv)  bonds or debentures issued by group companies,

v) granting of loans to group companies, and

vi) issuing of guarantees on behalf of group companies. 

31

Statutory Auditors Certificate certifying Average Market Price of quoted investments.

32

Statutory Auditors Certificate certifying the net asset size of the company.

33

Statutory Auditors Certificate certifying investment in group companies as percent of its Net Assets.

34

Statutory Auditors Certificate certifying investments in equity shares (including instruments compulsorily convertible into equity shares within a period not exceeding 10 years from the date of issue) in group companies as percent of its net assets

35

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 shareholders, 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.

36

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

37

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

38

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.

39

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

(For the purposes of determining whether a company is a CIC/CIC-ND-SI, '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.

40

Details of other CICs in the group. If they are not registered with the Bank, reasons for the same may be given. Justification of having another CIC in the group also should be provided.

41

Brief background note on the activities of the company during the last three years.

42

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).

43

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.

44

Source of the startup capital of the company substantiated with documentary evidence. (only for the new companies).

45

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

46

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).

47

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.

48

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.

49

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.

50

A company which is already in existence and whose  (i) minimum Capital Ratio  in terms of Adjusted Net Worth is less than 30% of its aggregate risk weighted assets on Balance Sheet and risk adjusted value of off-balance sheet items as on the date of the last audited Balance Sheet, and/or (iii) a Leverage Ratio where its outside liabilities are  exceeding 2.5 times its Adjusted Net Worth as on the date of the last audited Balance Sheet, as on the date of application, may also furnish a time-bound programme as to how it proposes to adhere to these requirements.

51

A company which proposes to become a CIC-ND-SI but does not qualify in terms of 90% of net assets under investments may also give a time bound action plan as to how it would achieve such eligibility.

52

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"

Sr. No

PARTICULARS

PROCEDURE

1.

FORMATION OF COMPANY

The first step is to form a New Company registered under the Companies Act 2013. The name must reflect the character of an NBFC. Words such as Investment, Finvest, Finstock, Finance etc. may be used as part of the name. In general, RBI does not allow names which are not reflecting the characteristics of NBFC.

2.

MINIMUM NET OWNED FUND

The requirement of Minimum Net Owned Fund has been increased from Rs 2 Crores to Rs 10 Crores (Vide RBI Circular DOR.CRE.REC.No.60/03.10.001/2021-22dated 22^nd October 2021. It must be ensured that the Authorised Capital of the NBFC is not less than Rupees Ten Crores.

After the incorporation of a new Company the Paid up Equity Capital of the Company should suitably rose either at par or premium so as to attain a minimum Net Owned Fund. The Capital to be raised here should be Equity Share Capital and not Preference Share Capital. RBI vide its Notification dated 22^nd October 2021, has brought changes in regulatory minimum net owned fund (which shall be effective from 01^st October 2022)

But for NBFC-P2P, NBFC-AA, and NBFCs with no public funds and no customer interface, the NOF shall continue to be ₹2 crore. Also, there is no change in the existing regulatory minimum NOF for NBFCs - IDF, IFC, MGCs, HFC, and SPD.

The Net Owned Funds would be calculated based on the last audited balance sheet of the Company. Net owned Fund will consist of paid up equity capital, free reserves, balance in share premium account and capital reserves representing surplus arising out of sale proceeds of assets but not reserves created by revaluation of assets. From the aggregate of items will be deducted accumulated loss balance and book value of intangible assets, if any, to arrive at owned funds. Further, investments in shares of other NBFCs and in shares, debentures of subsidiaries and group companies in excess of ten percent of the owned fund mentioned above will be deducted to arrive at the Net Owned Fund.

3.

OPENING OF A BANK ACCOUNT

The entire sum of Rs 2 crores should be kept in a bank in a Deposit Account free from all liens. Normally funds are kept in Fixed Deposit. The RBI at the time of considering the application for the grant of Certificate of Registration verifies the deposits held by the Company with the Bankers.

4.

APPLYING ON-LINE TO RBI

a) The applicant Company is required to apply online and submit a physical copy of the application along with the necessary documents to the Regional Office of the Reserve Bank of India. The application can be submitted online by accessing RBI’s secured website https://cosmos.rbi.org.in. At this stage, the applicant company will not need to log on to the COSMOS Application and hence user ids are not required.

b) The company can click on “CLICK” for Company Registration on the login page of the COSMOS Application. A window showing the Excel application form available for download would be displayed.

c) The company can then download suitable application form (i.e NBFC or SC/RC) from the above website, key in the data and upload the application form.

d) The company may note to indicate the correct name of the Regional Office in the field “C-8” of the “Annex-Identification Particulars” in the Excel application form.

e) The company would then get a Company Application Reference Number for the CoR application filed on-line. Thereafter, the company has to submit the hard copy of the application form (indicating the online Company Application Reference Number) along with the supporting documents, to the concerned Regional Office. The company can then check the status of the application from the above-mentioned secure address, by keying in the acknowledgement number.

5.

FILING OF SOME ADDITIONAL DOCUMENTS

In addition to the documents required to be enclosed along with Application Form, the following should also be enclosed:

a) Copy of E-Form Spice 32

b) Experience Certificate or Details of Experience of Directors, if any, in NBFC Business

c)  Banker’s Report in the format prescribed by RBI with the request to Bank that original should be directly sent to RBI

d) Banker’s Report of all the Firms/Company/Proprietorship Concern in which the director holds substantial interest

e) Board Resolutions in the matter of Application for granting Certificate of Registration, Non-Acceptance of Public Deposits and Non carrying business of Non-Banking Financial Institution without Certificate of Registration.

f)   Board Resolution adopting a Fair Practices Code and a copy of the said Code.

g) Declaration from Directors to give effect that they are not associated with unincorporated bodies u/s 45-S of RBI Act,1934

The application is to be filed with the Regional Office of RBI whose jurisdiction; the registered office of the Company falls.

6.

GRANTING OF CERTIFICATE

After the same is filed, the same is examined by RBI and further documents and clarifications may be sought from time to time. Finally, if RBI considers that the application is complete in all respects and all required formalities and compliances are met, the RBI issues Certificate of Registration.