uttam kumar mohallik (company secretary) 05 May 2009

NBFC related query

Can any one send me the Formate of all the documents required to file with RBI for getting registration to commence NBFI Business??? Please guide me.

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3 Replies

A V Vishal (Advocate) 05 May 2009

Specimen application form for registration with RBI

Form of application for certificate of registration to commence/carry on the business of a non-banking financial institution by a company

Name and address of registered

office of the company

(in block letters)

By Registered Post A.D./Hand Delivery

The General/Dy. General Manager*,

Department of Non-Banking Supervision

Reserve Bank of India,

Regional Office,

...................................................................

(Place)

Dear Sir,

Application for a Certificate of Registration to commence/carry *on the business of a non-banking financial institution

We make this application in terms of sub-section (2) of section 45-IA of the Reserve Bank of India Act, 1934 for issue of a Certificate of Registration. The required documents/information as per the instructions are furnished.

We are desirous of commencing/carrying on* the business of a non-banking financial institution. Hence, we hereby request you to kindly issue the necessary Certificate of Registration under sub-section (1) of section 45-IA of the Reserve Bank of India Act, 1934 to enable our company to commence/carry on* the business of a non-banking financial institution.

We declare that to the best of our knowledge and belief the information furnished in the statements/annexes enclosed hereto is true/correct and complete.

	Yours faithfully,
	Signature:
Date:	Name:
Place:	Designation:
	Company Seal:

Encl. : ................Sheets

*Strike out whichever is not applicable.

Documents required to be enclosed to the application form

1. Identification particulars (Annex I).

2. Statement on prudential norms (Annex II).

3. Information about the management (Annex III).

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

5. Certified copies of Certificate of Incorporation and Certificate of Commencement of Business.

6. A Board resolution specifically approving the submission of the application and its contents.

7. A copy each of the Profit and Loss account and audited Balance Sheet for the last 3 years or for such shorter period as are available (for companies already in existence).

8. Business plan of the company for the next three years giving details of its (a) thrust of business; (b) market segment; and (c) projection of investments and income.

9. A company which is incorporated before January 9, 1997 and has net owned fund of less than Rs. 25 lakhs as on the date of application, may also furnish a time-bound programme as to how it proposes to attain the minimum net owned fund of Rs. 25 lakhs.

Instructions

(Fill up the application form strictly in accordance with these instructions)

General

(1) Application should be made in the prescribed form only. Wherever space is insufficient, information may be furnished in separate sheet/s.

(2) Application along with enclosures duly completed should be submitted in duplicate, before July 8, 1997 to the Department of Non-Banking Supervision, Reserve Bank of India, Regional Office under whose jurisdiction the registered office of the company is situated.

(3) A photocopy of the application as submitted may be kept with the company for its record.

(4) Application should be signed by any of the following officials authorised by the Board of Directors, in this behalf (viz., Chairman, Managing Director, Chief Executive Officer, Company Secretary, a whole-time Director or any other official).

(5) Application should bear common seal of the company.

(6) An acknowledgement for having submitted the application may be obtained from the Regional Office concerned.

(7) The particulars/information to be furnished in Annex II of the application should be based on figures as disclosed in the latest annual audited balance-sheet. However, in the case of a company incorporated after 9-1-1997, such particulars/information should be based on the balance-sheet as on a date falling within thirty days preceding the date of application.

annex i

(8) In case the company has changed its name earlier, a list of all the earlier names of the company and date/s of change together with the names of Chief Executive Officer and Chairman at the time of change of name should be furnished.

(9) If the company was registered with Reserve Bank of India in terms of Circular DFC (COC) No. 828/174-92/93, dated April 12, 1993, the letter in original advising registration should be enclosed.

(10) If the company has ever defaulted in timely repayment of deposit and payment of interest, a list of all such pending cases and the action taken in respect of each case should be furnished. The company should also submit a list containing the details of all the court cases pending against it, including those pending in consumer fora, pertaining to its deposits acceptance activities.

annex ii

(11) This statement is to be filled only by a non-banking financial company which was in existence as on January 9, 1997 and carrying on business of a non-banking financial institution.

(12) For filling up Annexure II, please refer to the guidelines to non-banking financial companies on prudential norms for income recognition, accounting standards, asset classification, provisioning for bad and doubtful debts, capital adequacy, concentration of credit/investment, etc.

(13) The contents of Annexure II should be certified by a Chartered Accountant.

annex iii

(14) ‘Substantial interest’ means holding of beneficial interest by an individual or his/her spouse or minor child, whether singly or taken together, in shares of a company/capital of a firm, the amount paid-up on which exceeds 10 per cent of the paid-up capital of the company or total capital subscribed by all the partners of a partnership firm.

Annex I

Identification particulars

Company code

(to be filled by RBI)

........................................

1.1 Name of the Company......................................................................................................

1.2Whether the company had changed its name earlier?

[Please see item (8) of instructions]

Yes/No

2. Date of incorporation

3. Date of commencement of business

4. State in which the company is registered..............................................................

5. Full Address of the Company

(i) Registered Office.......................................................................................................

..................................................................................................................... ..................

Phone No. ..................................................................Fax........................................... Email:

(ii) Corporate/Administrative* Office...................................................................

..................................................................................................................... .....................

Phone No. .................................................................. Fax............................................

(iii)No. of branches :

6.	Status:	(a) Public	(b) Private	(c) Deemed public
		(d) Government company (e) Other (to be specified)

7. Whether the company was transacting the business of

Yes/No

Non-banking financial institution as on January 9, 1997 ?

If yes—

(i) the date of commencement of such business:

(ii) Classification as made by RBI..........................................................................

(EL/HP/LC/IC/Nidhi/RNBC/MNBC)

(iii)Reference No. and date of RBI Classification advice.................................

(iv) Whether the company was already registered with RBI?

Yes/No

[Please see item (9) of instructions]

If yes,—

(a) Registration No. ............................................................................................

(b)Reference No. and date of RBI advice..................................................

(v) Whether the company has been issued a Certificate in terms of Circular DFC (COC) No. 2/02/04/96-97, dated July 24, 1996 ?

Yes/No

If yes,—

(a) Certificate No. .......................................

(b)Reference No. and date of RBI advice...................

(vi) Whether the company has ever defaulted in the repayment of principal and/or payment of interest on deposits?	Yes/No
[Please see item (10) of instructions]

(vii)(a)Whether any of the group companies regulated by other regulators such as SEBI, IRDA, etc.

(b) If yes, give details of the company:

i) Name

ii) Address

iii) Nature of business

iv) Regulator

v) Approval/Certificate/

Registration No.

(c)Action if any initiated/ pending against the company by

the regulator with details

(strictures, penalties, adjudications, investigations etc)

Yes/No:

8. Name/s of Statutory Auditor/s with address/es	..........................................
8. Name/s of Statutory Auditor/s with address/es	..........................................
	..........................................

9.1 Name/s & Address/es of bankers

	..........................................
	..........................................
	..........................................

9.2 Whether the company has committed any default in repayment of any loan, advance or any other credit facility availed from any bank ?

Yes/No

9.3 If yes, furnish full details, such as name of Bank/Branch, type of facility, period and quantum of default, etc.

10. Name and Designation of CEO/Authorised official ..........................................

.......................................................................

	Signature :
Date :	Name :
Place :	Designation :
	Company Seal :

Annex II

Statement of capital funds and risk assets as on*........

(Rs. in thousands)

Part A

Capital funds - Tier-I

Item Name	*Item Code*	Amount Rs.
(i) Paid-up Equity Capital	111
(ii) Free reserves (Please see note below) :
(a) General Reserves	112
(b) Share Premium	113
(c) Capital Reserves (representing surplus on sale of assets held in separate account)	114
(d) Debentures Redemption Reserve	115
(e) Capital Redemption Reserve	116
(f) Credit Balance in P & L Account	117
(g) Other free reserves (to be specified)	118
(iii) Total (111 to 118)	110
(iv) Accumulated balance of loss	121
(v) Deferred Revenue Expenditure	122
(vi) Other Intangible Assets	123
(vii) Total (121 to 123)	120
(viii) Owned funds (110 - 120)	130

Note : ‘Free reserves’ shall include balance in share premium account, capital and debenture redemption reserves and any other reserves shown in the balance-sheet and created through an allocation out of profits but not being (a) a reserve created for repayment of any future liability or for depreciation on assets or for bad debts, or (b) a reserve created by revaluation of assets of the company.

Item Name	*Item Code*	Amount Rs.
(ix) Investment in shares of: [please see Note (1) below] :
(a) Subsidiaries	141
(b) Companies in the same Group	142
(c) Other non-banking financial companies	143
(x) The book value of debentures bonds, outstanding loans and advances (including hire-purchase and lease finance) made to and deposits with [please see note (2) below] :
(a) Subsidiaries	144
(b) Companies in the same Group	145
(xi) Total (141 to 145)	140
(xii) Amount of item 140 in excess of 10 per cent of item 130 above	150
(xiii) Tier-I Capital: Net owned funds (130 - 150)	151

Notes :

1. Investments in shares includes investment in fully convertible debentures and/or convertible portion of partially convertible debentures. Investments held either in investment account or stock-in-trade should be included under this item.

2. Debentures whether held in investment account or by way of stock-in-trade should be included under this item. Non-convertible debentures, non-convertible portion of partially convertible debentures and optionally convertible debentures should also be included under this item.

Part B

Capital funds - Tier-II

Item Name	*Item Code*	Amount Rs.
(i) Preference Share Capital	161
(ii) Revaluation reserves (see para 5.2-2 of guidelines)	162
(iii) General provisions and loss reserves (see para 5.2-3 of guidelines)	163
(iv) Hybrid debt capital instruments (see para 5.2-4 of guidelines)	164
(v) Subordinated debt (see para 5.2-5 of guidelines)	165
(vi) Aggregate Tier-II Capital (161 to 165) (see para 6 of the guidelines)	160
Total Capital Funds (151 + 160)	170

Part C

Risk assets and off-balance sheet items

Item Name	*Item Code*	Amount Rs.
(i) Adjusted value of funded risk assets, i.e., on-balance sheet items (Totally with Part D)	181
(ii) Adjusted value of non-funded and off-balance sheet items (Totally with Part E)	182
(iii) Total risk-weighted assets/exposures (181 + 182)	180
(iv) Percentage of capital funds to risk-weighted assets/exposures:
(a) Tier-I capital (Percentage of Item 151 to Item 180)	191
(b) Tier-II capital (Percentage of Item 160 to Item 180)	192
(c) Total (Percentage of Item 170 to Item 180)	193

Part D

Weighted assets, i.e., on-balance sheet items

Item Name	Item code	Book value	Risk weight	Adjusted value
I. Cash and bank balances including fixed deposits & Certificates of Deposits	210		0	0
II. Investments (see paras 2.6-1 to 2.6-7 of the guidelines)—
(a) Government and approved securities as defined under section 45-IB of RBI Act, 1934	221		0	0
(b) Shares/debentures/bonds/ units of mutual funds—
(i) Amounts deducted in Part ‘A’ [Item (ix)]	222		0	0
(ii) Amounts not deducted in Part A	223		100
III. Current Assets—
(a) Stock on hire (Please see Note 3 below):
(i) Amounts deducted in Part A [Item (x)]	231		0	0
(ii) Amounts not deducted in Part A	232		100
(b) Inter-corporate loans/deposits :
(i) Amounts deducted in Part ‘A’ [Item (x)]	233		0	0
(ii) Amounts not deducted in Part A	234		100
(c) Loans and advances fully secured by company’s own deposits	235		0	0
(d) Loans to staff	236		0	0
(e) Other secured loans and advances considered goods :
(i) Amounts deducted in Part A [Item (x)]	241		0	0
(ii) Amounts not deducted in Part A	242		100

(f) Bills purchased/discounted:
(i) Amounts deducted in Part A [Item (x)]	243	0	0
(ii) Amounts not deducted in Part A	244	100
(g) Others (to be specified)	245	100
IV. Fixed Assets: (net of depreciation)
(a) Assets leased out—
(i) Amounts deducted in Part A [Item (x)]	251	0	0
(ii) Amounts not deducted in Part A	252	100
(b) Premises	253	100
(c) Furniture & Fixtures	254	100
V. Other assets:
(a) Income-tax deducted at source (net of provisions)	255	0	0
(b) Advance tax paid (net of provision)	256	0	0
(c) Interest due on Government Securities	257	0	0
(d) Others (to be specified)	258	100	0
Total weighted assets (Items 210 to 258)	200	—

Notes :

1. Netting may be done in respect of assets where provisions for depreciation or for bad and doubtful debts have been made.

2. Unquoted shares are to be valued at cost or break-up value of the shares (as per last audited balance-sheet of the company concerned), whichever is less.

3. Stock on hire should be shown net of finance charges; i.e., interest and other charges, recoverable.

4. Assets which have been deducted from owned fund to arrive at net owned fund pursuant to Paragraph 5.1 of the guidelines will have a weightage of ‘O’.

Part E

Weighted non-funded exposures/off-balance sheet items

Items	Item code	Book value	Conversion factor	Equivalent value	Risk weight	Adjusted value
1. Financial & Other guarantees	310		100		100
2. Share/debenture underwriting obligation	320		50		100
3. Partly paid shares/debentures	330		100		100
4. Bills discounted/rediscounted	340		100		100
5. Lease contracts entered into but yet to be executed	350		100		100
6. Other contingent liabilities (To be specified)	360		50		100
7. Total non-funded exposures (Items 310 to 360)	300		-		-

Note : Cash margin/deposits shall be deducted before applying the conversion factors.

Part F

Other data

I.Aggregate of credit exposures categories into :

Item Name	*Item Code*	Amount Rs.
(i) Standard assets	411
(ii) Sub-standard assets	412
(iii) Doubtful assets	413
(iv) Loss assets	414

II. Aggregate provisioning in respect of I above as per the guidelines prescribed :

Item name	*Item code*	Provision required	Actual provision made
(i) Sub-standard assets (10 per cent of total outstanding)	421
(ii) Doubtful assets (100 per cent to the extent not covered by realisable value of security + 20 to 50 per cent of the secured portion for the period the asset has remained doubtful)	422
(see Para 4 of the guidelines)
(iii) Loss assets (100 per cent of the out-standing balance)	423

III. Other provisions in respect of :

Item name	*Item code*	Provision required	Actual provision made
(i) Depreciation in fixed assets	431
(ii) Depreciation in investments	432
(iii) Loss/intangible assets	433
(iv) Taxation	434
(v) Gratuity/provident fund	435
(vi) Others (to be specified)	436

Part G

Particulars regarding investments in and advances to companies/firms in the same group and other NBFCs

Item Name	*Item Code*	Amount Rs.
(i) Outstanding loans and advances to and deposits with subsidiaries and companies in the same Group (Details enclosed in Appendix No.)	510
(ii) Investments in shares of subsidiaries, companies in the same Group and non-banking financial companies (Details enclosed in Appendix No.)	520
(iii) Investments by way of shares, debentures, loans and advances, leasing, hire-purchase finance, deposits, etc., in other companies, firms and proprietary concerns where directors of the company hold substantial interest (Details enclosed in Appendix No.)	530

Part H

Particulars regarding concentration of advances (including off-balance sheet exposure and investments) to parties other than those in part G above

Item Name	Item Code	Amount Rs.
(i) Loans and advances, including off-balance sheet exposures, to any single party in excess of 15 per cent of owned fund of the NBFC (Details enclosed in Appendix No.)	610
(ii) Loans and advances, including off-balance sheet exposures, to a single group of parties in excess of 25 per cent of owned fund of the NBFC (Details enclosed in Appendix No.)	620
(iii) Investments in other companies in excess of 25 per cent of the owned fund of the NBFC (Details enclosed in Appendix No.)	630

Certified that the data/information furnished in this statement are in accordance with the guidelines issued by the Reserve Bank of India relating to income recognition, accounting standards, asset classification, provisioning for bad and doubtful debts, capital adequacy and concentration of credit and investments. They have been complied from the books of account and other records of the company and to the best of my knowledge and belief they are correct.

For and on behalf of

	Name of the Company :
	Signature :
Date :	Name :
	Designation :
Place :	Company Seal :

Auditor’s Report

We have examined the books of account and other records maintained by.....................Limited in respect of the capital funds, risk assets/exposures and risk asset ratio, etc., as on.............and report that to the best of our knowledge and according to the information and explanations given to us and as shown by the record examined by us, the figures shown in Parts A, B, C, D, E, F, G and H of the statement are correct.

Place:

Date :

Chartered Accountants

Annex III

Information about the promoters, Chairman, Managing Director, Directors and The Chief Executive Officer of the Company

(Please see note on page 2)

1. Name	:
2. Designation	:	Chairman/Managing Director/ Director/Chief Executive Officer*
3. Nationality	:
4. Age	:
5. Business Address	:
6. Residential Address	:
7. Educational/professional qualifications	:
8. Line of business or vocation	:
9. Name/s of other companies in which the person has held the post of Chairman/ Managing Director/Director/Chief Executive Officer	:
10. (i) Whether associated as Promoter, Managing Director, Chairman or Director with any NBFC including a Residuary Non-Banking Financial Company which has been prohibited from accepting deposits/prosecuted by RBI ?		Yes/No
(ii) If yes, the name/s of the company/ies
11 (i) Whether prosecuted/convicted for any economic offence either in the individual capacity or as a partner/director of any firm/company ?		Yes/No
(ii) If yes, particulars thereof	:
12. Experience in the business of NBFC (number of years)	:
13. Equity shareholding in the company
No. of shares	:	……………………………
Face value	:	Rs. ………………………..
Percentage to total equity share capital of the company	:	……………………………
14. Name/s of the companies, firms and proprietary concerns in which the person holds substantial interest	:
(Please see item 14 of instructions)

15. Names of the principal bankers to the concerns at 14 above	:
		Signature :
Date :		Name :
Place:		Designation :
		(Chief Executive Officer)
		Company Seal :

Note : Separate form should be submitted in respect of each of such functionaries, by using photocopy of this format

A V Vishal (Advocate) 05 May 2009

Requirements to be complied with and documents to be submitted to RBI by NBFCs for obtaining certificate and Registration from RBI

An indicative list of documents/information to be furnished along with the application. All documents/information is to be submitted in duplicate.

1.	Minimum NOF requirement Rs. 200 lakh.
2.	Application to be submitted in two separate sets tied up properly in two separate files.
3.	Annex II to be submitted duly signed by the director/Authorized signatory and certified by the statutory auditors.
4.	Annex III (directors’ profile) to be separately filled up for each director. Care should be taken to give details of bankers in respect of firms/companies/entities in which directors have substantial interest.
5.	In case the directors are associated or have substantial interest in other companies, indicate clearly the activity of the companies (whether NBFC or not).
6.	Board Resolution specifically approving the submission of the application and its contents and authorising signatory.
7.	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.
8.	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.
9.	Auditors Certificate certifying that the company is/does not accept/is not holding Public Deposit.
10.	Auditors Certificate certifying that the company is not carrying on any NBFC activity.
11.	Net owned fund as on date.
12.	Certifying compliance with section 45S of Chapter IIIC of the RBI Act, 1934 in which director/s of the company has substantial interest.
13.	Details of changes in the Memorandum and Articles of Association duly certified.
14.	Last three years Audited balance sheet along with directors & auditors report.
15.	Details of clauses in the memorandum relating to financial business.
16.	Details of change in the management of the company during last financial year till date if any and reasons thereof.
17.	Details of acquisitions, mergers of other companies if any together with supporting documents.
18.	Details of group companies/associate concerns/subsidiaries/holding companies.
19.	Details of infusion of capital if any during last financial year together with the copy of return of allotment filed with Registrar of Companies.
20.	Details of the bank balances/bank accounts/complete postal address of the branch/bank, loan/credit facilities etc. availed.
21.	Business plan for next three years indicating market segment to be covered without any element of public deposits.
22.	Cash flow statement, asset/income pattern statement for next three years.
23.	Brief background note on the activities of the company during the last three years and the reasons for applying for NBFC registration.
24.	II(b) 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).
25.	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.
26.	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.
27.	Whether the company was granted any permission by ECD to function as Full-fledged Money Changers?
28.	Whether the company was/is authorised by ECD to accept deposits from NRIs.
29.	Whether “Fit and Proper” Norms for Directors have been fulfilled.

Manisha (CA) 10 January 2012

Can someone please attach the said circular as mentioned under 7(v) i.e.Circular DFC (COC) No. 2/02/04/96-97, dated July 24, 1996...

Thanks and Regards.

NBFC related query

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