Taxmann's Statutory Guide for NBFCs

Page 1


List of Master Directions I-9

List of Circulars I-11

List of Basic Notifications I-19

Overview of Law relating to NBFCs I-21

DIVISION 1

LAW RELATING TO NON-BANKING FINANCIAL COMPANIES

1.1: Non-Banking Financial Companies Acceptance of Public Deposits (Reserve Bank) Directions, 2016

1.2: Reserve Bank of India (Non-Banking Financial CompanyScale Based Regulation) Directions, 2023

1.3: Core Investment Companies (Reserve Bank) Directions, 2016

1.4: Non-Banking Financial Companies Auditor’s Report (Reserve Bank) Directions, 2016

1.5: Exemptions from the provisions of RBI Act, 1934

1.6: Know Your Customer (KYC) Directions, 2016

1.7: Standalone Primary Dealers (Reserve Bank) Directions, 2016

1.8: Non-Banking Financial Company - Account Aggregator (Reserve Bank) Directions, 2016

1.9: Non-Banking Financial Company - Peer to Peer Lending Platform (Reserve Bank) Directions, 2017

1.10: Information Technology Framework for the NBFC Sector1.646

1.11: Reserve Bank of India (Information Technology Governance, Risk, Controls and Assurance Practices) Directions, 20231.664

1.12: Non-Banking Financial Company - Housing Finance Company (Reserve Bank) Directions, 2021

1.13: Reserve Bank of India (Prudential Regulations on Basel III Capital Framework, Exposure Norms, Significant Investments, Classification, Valuation and Operation of Investment Portfolio Norms and Resource Raising Norms for All India Financial Institutions) Directions, 2023s

1.14: Guidance Note on Operational Risk Management and Operational Resilience 1.1216

1.15: Reserve Bank of India (Fraud Risk Management in NBFCs) Directions, 2024 1.1256

1.16: Treatment of Wilful defaulters and Large Defaulters 1.1269

1.17: Reserve Bank of India (Credit Information Reporting) Directions, 2025 1.1297

1.18: Reserve Bank of India (Project Finance) Directions, 20251.1382

DIVISION 2

OTHER NOTIFICATIONS & CIRCULARS

2.1: Non-Banking Financial Companies (Opening of Branch/ Subsidiary/Joint Venture/Representative Office or Undertaking Investment Abroad by NBFCs) Directions, 2011

2.2: Requirement of minimum NOF of Rs. 200 lakh for all deposit taking NBFCs

2.3: Guidelines for percentage of assets to be maintained 2.17

2.4: Guidelines for investment in unencumbered approved securities 2.18

2.5: Notified Institutions under section 45-I( bb)(iv)(d) of RBI Act

2.6: Notified ‘Net Owned Fund’ under section 45-IA of RBI Act

2.7: Exemption from application of the provisions of the RBI Act, 1934 in case of Non-Banking Institution authorised to operate under Payment and Settlement Systems Act, 2007 2.23

2.8: Exemptions to NBFC which is a Housing Finance Institution 2.24

2.9: Fair Practices Code 2.25

2.10: Allied activities - Entry into insurance business, issue of credit card and marketing and distribution of certain products

2.11: Non-Banking Financial Companies - Corporate Governance (Reserve Bank) Directions, 2015 2.37

2.12: Miscellaneous Instructions to NBFC-ND-SI 2.62

2.13: Miscellaneous Instructions to all Non-Banking Financial Companies 2.68

CONTENTS

2.14: Non-Banking Financial Companies (Approval of Acquisition or Transfer of Control) Directions, 2015

2.15: Regulation of excessive interest charged by NBFCs

2.16: Reserve Bank - Integrated Ombudsman Scheme, 2021 (RBIOS, 2021)

2.17: Non-Application of sections 45-IA to 45-IC of Reserve Bank of India Act, 1934 in certain cases

2.18: Amalgamation/Merger of Non-Banking Financial Companies with Banks

DIVISION 3

RBI’s CLARIFICATIONS

3.1: Clarifications from Reserve Bank of India [2016-2025] 3.3

DIVISION 4

LAW RELATING TO RESIDUARY NON-BANKING COMPANIES

4.1: Residuary Non-Banking Companies (Reserve Bank) Directions, 2016 4.3

DIVISION 5

LAW RELATING TO MISCELLANEOUS NON-BANKING COMPANIES (RESERVE BANK) DIRECTIONS, 2016

5.1: Miscellaneous Non-Banking Companies (Reserve Bank) Directions, 2016 5.3

DIVISION 6

LAW RELATING TO MORTGAGE GUARANTEE COMPANIES

6.1: Mortgage Guarantee Companies (Reserve Bank) Directions, 2016 6.3

DIVISION 7

FOREIGN EXCHANGE

MANAGEMENT (NON-DEBT INSTRUMENTS)

RULES, 2019

7.1: Foreign Exchange Management (Non-Debt Instruments) Rules, 2019 7.3

DIVISION 8

LENDING TO NON-BANKING FINANCIAL COMPANIES (NBFCs) & OTHER MATTERS

8.1: Bank Finance to Non-Banking Financial Companies (NBFCs)8.3

8.2: Credit card, debit card and rupee denominated co-branded pre-paid card operations of banks and credit card issuing NBFCs 8.10

8.3: Regulatory measures towards Consumer credit and Bank credit to NBFCs 8.41

8.4: Reserve Bank of India (Priority Sector Lending - Targets and Classification) Directions, 2025 8.43

8.5: Reserve Bank of India (Digital Lending) Directions, 20258.83

DIVISION 9

PRESCRIBED RETURNS

9.1: Reserve Bank of India (Filing of Supervisory Returns) Directions, 2024 9.3

9.2: Submission of Returns by Government - Owned Non-Banking Financial Companies 9.45

DIVISION 10

INSOLVENCY & BANKRUPTCY CODE PROVISIONS FOR NBFCs

10.1: Insolvency & Bankruptcy Code Provisions for NBFCs 10.3 SUBJECT INDEX i CONTENTS

NON-BANKING FINANCIAL COMPANIES

ACCEPTANCE OF PUBLIC DEPOSITS (RESERVE BANK) DIRECTIONS, 2016

MASTER DIRECTION NO. DNBR.PD.002/03.10.119/2016-17, DATED 25-8-2016 AS AMENDED UPTO 27-2-2025

The Reserve Bank of India (the Bank), having considered it necessary in the public interest and being satisfied that for the purpose of enabling the Bank to regulate the credit system to the advantage of the country, it is necessary to give the directions set out below, hereby, in exercise of the powers conferred by sections 45J, 45JA, 45K, 45L and 45MA of the Reserve Bank of India Act, 1934 (Act 2 of 1934) (the RBI Act) and of all the powers enabling it in this behalf, and in supersession of the earlier directions contained in Notification No. DFC.118/DG (SPT)-98, dated January 31, 1998 issues the following Non-Banking Financial Companies Acceptance of Public Deposits (Reserve Bank) Directions, 2016 (the Directions) applicable to every non-banking financial company hereinafter specified.

CHAPTER I PRELIMINARY

Short Title and Commencement of the Directions

1. ab Applicability

2. i ii

1.5

2A.

CHAPTER II DEFINITIONS

3. i ii iiiivv vi vii viii a. b.

Para 3

c. d.e. ix x -

xii -

xii a i. ii. iii.iv. Para 3 1.6

suo motu
1.7
Para 3

Para 5 1.10

xiv h -

xvii

xviii` 4.

5. i ii -

CHAPTER III

REQUIREMENT OF MAINTENANCE OF LIQUID ASSETS

6. xv

7. mutatis mutandis

Provideda b

Provided further -

CHAPTER – IV

RESTRICTION ON ACCEPTANCE OF PUBLIC DEPOSIT BY NON-BANKING FINANCE COMPANIES

Minimum Credit Rating

8.1.11 Para 8

Approved Credit Rating Agencies and Minimum Investment Grade Credit Rating

9.

Prohibition from accepting demand deposit

10.

Period of Public Deposit 11.

Ceiling on quantum of deposit: 12.

Provided Downgrading of Credit Rating 13.

Ceiling on the rate of interest 14.

Deposits from Non-Resident Indians 15.videExplanation.

Payment of brokerage 16. i ii -

Intimation of maturity of deposits to depositors 17. -

Renewal of public deposit 18. i ii

Payment of interest on overdue public deposits 19. Vide

STATUTORY GUIDE FOR NBFCS

AUTHOR : Taxmann's Editorial Board

PUBLISHER : TAXMANN

DATE OF PUBLICATION : July 2025

EDITION : 30th Edition | August 2025

ISBN NO : 9789371260893

No. of Pages : 2164

BINDING TYPE : Hardbound Rs. 4,995/-

DESCRIPTION

Statutory Guide for NBFCs is a trusted and up-to-date compendium of the RBI's Master Directions, Circulars, Notifications, and Guidelines for Non-Banking Financial Companies (NBFCs), including Residuary and Miscellaneous NBFCs, as well as Mortgage Guarantee Companies. This Edition consolidates the latest regulatory mandates, policy updates, and compliance essentials, making it an indispensable statutory reference and compliance resource for the non-banking financial sector. This book is designed to serve a broad cross-section of professionals and institutions, including:

• NBFCs and their Compliance Teams

• Banking and Financial Sector Professionals

• Legal Practitioners, Auditors, and Company Secretaries

• Regulators and Supervisory Authorities

• Academics, Researchers, and Students

The Present Publication is the 30th Edition | 2025, incorporating all amendments made up to 20th June 2025, with the following noteworthy features:

• [Authoritative & Comprehensive] Covers every category of NBFC, including deposit-taking and non-deposit-taking companies, housing finance, core investment, peer-to-peer lending, and mortgage guarantee companies

• [Compliance Tools] Includes all recent RBI Directions (e.g., Scale Based Regulation,Digital Lending, Fraud Risk Management), circulars, notifications, and statutory requirements for registration, capital, governance, and returns

• [Logical Structure] Organised by NBFC type, regulatory themes, and special focus areas—such as KYC/AML, IT governance, risk management, and cross-border transactions—for quick reference and usability

• [Practical Guidance] Contains expert commentary, compliance checklists, and case law summaries

• [Widely Trusted] Used by NBFCs, law firms, auditors, regulators, and researchers as a reliable legal and compliance guide

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