Non Banking Finance Company ICAI-DELHI 04-05-2013 CA Bhavesh Vora

04-05-2013 ICAI-Delhi CA Bhavesh Vora Topics Covered Meaning of NBFC Classification of NBFCs Types of NBFCs Net Owned Funds requirement Capital Adequacy Requirement Concentration of Credits/Investments Prudential Norms – NPA Provisioning Requirements 04-05-2013 ICAI-Delhi CA Bhavesh Vora

04-05-2013 ICAI-Delhi CA Bhavesh Vora Topics Covered Other Important Norms Auditor’s Report Directions, 2008 Returns Requirements Core Investment Companies (CICs) Formation Procedure Recent Amendments 04-05-2013 ICAI-Delhi CA Bhavesh Vora

04-05-2013 ICAI-Delhi CA Bhavesh Vora Banks Vs. Non-Banks Both are Financial Intermediaries Banks Can: Maintain Demand Deposits (savings/current Accounts) Form a Part of Payment and Settlement Mechanism Non-banks Can Accept only term Deposits Does not form Part of Payment and Settlement Mechanism 04-05-2013 ICAI-Delhi CA Bhavesh Vora

Meaning of NBFC Section 45I (f) of RBI act, 1934 “Non-banking financial company” means – a “Financial Institution” which is a company; a Non-Banking Institution which is a company and which has as its Principal Business the receiving of deposits, under any scheme or arrangement or in any other manner, or lending in any manner; such other Non-Banking Institution or class of such institutions, as RBI specifies “Non-Banking Institution” - means a company , corporation or co-operative society 04-05-2013 ICAI-Delhi CA Bhavesh Vora

Classification of NBFCs Mainly there are following types of NBFCs Asset Finance Company Equipment Leasing Hire Purchase Finance Investment Company Loan Company Core Investment Companies Infrastructure Finance Companies Factor Micro Finance Institutions Infrastructure Debt Funds 04-05-2013 ICAI-Delhi CA Bhavesh Vora

Classification of NBFCs Asset Finance Company (AFC) would be defined as any company which is a financial institution carrying on as its principal business the financing of physical assets supporting productive / economic activity. The onus of including only eligible assets for the purpose of classification as AFC shall be that of the company concerned. Principal business - aggregate of financing real/physical assets supporting economic activity and income arising therefrom is not less than 60% of its total assets and total income respectively 04-05-2013 ICAI-Delhi CA Bhavesh Vora

Classification of NBFCs…… Investment Companies (IC) means any company which is a financial institution carrying on as its principal business of acquisition of securities Loan Companies (LC) means any company which is a financial institution carrying on as its principal business the providing of finance whether by making loans or advances or otherwise for any activity other than its own but does not include an Asset Finance Company 04-05-2013 ICAI-Delhi CA Bhavesh Vora

Types of NBFCs Deposit accepting NBFCs. Non deposit Accepting NBFCs Systemically important (SI) Not systemically important NBFCs ‘NBFC-ND-SI', means an NBFC not accepting / not holding Public Deposits and having total assets of Rs 100 crore and above as shown in the last audited balance sheet. NOF to be maintained at Rs. 200 lacs at all the time 04-05-2013 ICAI-Delhi CA Bhavesh Vora

Capital Adequacy Capital to risk assets ratio (CRAR) in case of NBFC-ND-SI shall not be less than 15% 04-05-2013 ICAI-Delhi CA Bhavesh Vora 10

Steps for calculation of CRAR Step I – Find out owned funds Step II – From Owned fund, derive Net owned fund (Tier I Capital) Step III – Find Tier II capital Step IV – Derive Total Risk Weighted Assets (TRWA) TRWA = Total Risk weighted assets of B/S and Off balance sheet items CRAR = (Tier I+Tier II)/TRWA 04-05-2013 ICAI-Delhi CA Bhavesh Vora 11

04-05-2013 ICAI-Delhi CA Bhavesh Vora Maintenance of CRAR CRAR (Capital to Risk Asset Ratio) Capital in the form of Tier I and Tier II capital to be maintained against total risk weighted assets. Calculation of Tier I Capital (i.e. Net owned funds) Sum of Share Capital (Paid up capital + Preference shares which are compulsorily convertible into equity) Free Reserves (Including General Reserves, Debenture redemption reserves, Capital Redemption Reserves, Credit balance in P&L Account, Other Free reserves (to be specified)) Capital reserves representing surplus arising out of sale proceeds of asset + Balance in share premium account 04-05-2013 ICAI-Delhi CA Bhavesh Vora

The Resultant Figure will be “Owned Funds” Calculation of CRAR… Deduct from above Deferred Revenue Expenditure Reserves created by revaluation of assets Accumulated loss balance Losses in the current period and those brought forward from previous periods Book value of Intangible assets Deferred Tax Asset The Resultant Figure will be “Owned Funds” 04-05-2013 ICAI-Delhi CA Bhavesh Vora

Calculation of CRAR… Further deduct from the “Owned Funds”… Investments in shares of other NBFCs, Investments in shares, debentures, bonds, outstanding loans and advances including hire purchase and lease finance made to and deposits with subsidiaries and companies from the same group exceeding, in aggregate, 10% of the owned fund Perpetual debt instruments issued by a NBFC-ND-SI to the extent not exceeding 15% of the aggregate Tier I capital - as on 31st March of Previous Accounting Year The result is Tier I capital (Net Owned Fund) 04-05-2013 ICAI-Delhi CA Bhavesh Vora

04-05-2013 ICAI-Delhi CA Bhavesh Vora Calculation of CRAR… Calculation of Tier II capital (Aggregate of Below items) Preference shares other than those which are compulsorily convertible into equity Revaluation Reserves (RR) - 45% is only taken in calculation of tier II capital General Provisions and Loss Reserves to the extent these are not attributable to actual diminution in value or identifiable potential loss in any specific asset and are available to meet unexpected losses, to the extent of one and one fourth (1.25) percent of risk weighted assets. (Include provisions on standard assets) 04-05-2013 ICAI-Delhi CA Bhavesh Vora

Calculation of CRAR… Cont… Hybrid Debt Capital Instruments Perpetual debt instruments issued by a SI-ND NBFC which is in excess of what qualifies for Tier I Capital Subordinated Debts Result is Tier II capital Tier II cannot be greater than Tier I capital for calculation of capital adequacy 04-05-2013 ICAI-Delhi CA Bhavesh Vora

Calculation of Risk Assets Weights assigned as below Asset Weight Amount Weighted Amt Fixed Assets 100 500 Bonds of Public Sector Banks 20 Investment in PDI of NBFCs 100/0 Shares/Debenture/CPs/Bonds Cash and Bank 04-05-2013 ICAI-Delhi CA Bhavesh Vora

Calculation of Risk Assets Weight Amount Weighted Amt Stock on Hire 100 500 Inter Corporate Loans/Deposits Loans to staff 50 Other Secured loans and Adv 200 Total 2800 04-05-2013 ICAI-Delhi CA Bhavesh Vora

Risk Weights for Off Balance sheet items Conversion Factor (Weights) are assigned for off balance sheet items as follows Financial and other guarantees, partly paid shares /debentures, bills discounted /rediscounted /Lease contracts entered into but yet to be executed 100% Shares/Debentures underwriting obligations & Other Contingent Liabilities (To be specified in the calculation) 50% Cash margins/deposits shall be deducted before applying the conversion factor. 04-05-2013 ICAI-Delhi CA Bhavesh Vora

Important Notes for CRAR Calculation (1) Netting may be done only in respect of assets where provisions for depreciation or for bad and doubtful debts have been made. (2) Can net off the amount of cash margin/caution money/security deposits (against which right to set-off is available) held as collateral against the advances out of the total outstanding exposure of the borrower. Assets which have been deducted from owned fund to arrive at net owned fund shall have a weightage of ‘zero’ 04-05-2013 ICAI-Delhi CA Bhavesh Vora

Important Notes for CRAR Calculation….. Revised Capital Adequacy Framework for Off-Balance Sheet Items for NBFCs has been announced by RBI which needs to be adhered to while calculating off balance sheet exposure NBFCs primarily engaged in lending against gold jewellery (such loans comprising 50 percent or more of their financial assets) shall maintain a minimum Tier l capital of 12 percent by April 01, 2014 04-05-2013 ICAI-Delhi CA Bhavesh Vora

Concentration of Credit/Investment (NBFC-D and NBFC-ND-SI) To formulate a policy in respect of exposure to a single party/a single group of parties Not to lend – (a) to any single borrower exceeding 15% of its owned funds and (b) to any single group of borrowers exceeding 25% of its owned funds Not to Invest in - (a) the shares of another company exceeding 15% of its owned funds (b) the shares of single group of companies exceeding 25% of its owned fund 04-05-2013 ICAI-Delhi CA Bhavesh Vora

Concentration of Credit/Investment (NBFC-D and NBFC-ND-SI) Not to lend and Invest (loans and investments taken together) exceeding (a) 25% of its owned fund to a single party and (b) 40% of its owned fund to a single group of parties Note: Any systemically important non-deposit taking non-banking financial company not accessing public funds, either directly or indirectly, or not issuing guarantees may make an application to the Bank for an appropriate dispensation consistent with the spirit of the exposure limits. 04-05-2013 ICAI-Delhi CA Bhavesh Vora

Provisioning Norms Classification of Assets Standard Assets Interest and Principal Repayment are regular Sub-standard assets Doubtful Assets Loss Assets Non performing assets (NPA) – Interest /Pripcipal outstanding for more than six months 04-05-2013 ICAI-Delhi CA Bhavesh Vora

04-05-2013 ICAI-Delhi CA Bhavesh Vora Provisioning Norms… Standard Assets 0.25% of standard assets (Notification dated 17th January, 2011) Sub standard assets Non performing assets for a period of 18 months. Renegotiated loans upto one year of satisfactory performance of new terms. Provide 10% on the outstanding amount No specific provisions regarding Security Doubtful Assets Remains sub standard asset for period of 18 months and above Provide 100% of uncovered outstanding amount To the extent of unsecured loan which is covered by value of realizable securities, the provisioning required based on the period the asset has remained doubtful i. upto one year - 20%, ii. one to three year - 30%, iii. more than three years - 50% 04-05-2013 ICAI-Delhi CA Bhavesh Vora

04-05-2013 ICAI-Delhi CA Bhavesh Vora Provisioning Norms… Loss Assets Identified by the Company, its Auditors or RBI (Period is not specified) or Potential threat of Non Recoverability due to erosion in the value of securities or non availability of security or any fraudulent act or omission on the part of the borrower 100% Write off in the books (Same treatment for the Interest) 04-05-2013 ICAI-Delhi CA Bhavesh Vora

Other Important Norms.. (All NBFCs) Certain disclosures should be made in the Balance sheet as per format prescribed Provisions for bad and doubtful debts Provisions for depreciation in investments Disclosure in balance sheet only for NBFC-ND-SI Capital to Risk asset ratio (CRAR) Exposure to real estate sector, both direct and indirect and Maturity pattern of assets and liabilities For all NBFCs - Transfer of 20% profit to Special Reserves (RBI Act) Schedule to be appended to the balance sheet in notes to accounts (Format is prescribed) 04-05-2013 ICAI-Delhi CA Bhavesh Vora

Other Important Norms.. (All NBFCs) Submission of certificate from statutory auditors Certificate at the end of FY certifying the eligibility of the company to hold Certificate of Registration as NBFC Certificate to indicate asset and income pattern To be given within one month from the finalisation of the balance sheet not later than 30th Dec. in any case "Every non-banking financial company shall finalise its balance sheet within a period of 3 months from the date to which it pertains" 04-05-2013 ICAI-Delhi CA Bhavesh Vora 28

more than 50 per cent of the gross income Asset Income Pattern In order to identify a particular company as an NBFC, consider both, the assets and the income pattern - from the last audited balance sheet to decide principal business. Fixed Deposits with Banks are not considered as Financial Assets (RBI Notification no. 259) Financial Assets are more than 50 per cent of its Total Assets (netted off by Intangible Assets) AND Income from financial assets should be more than 50 per cent of the gross income 29

For Attention of Auditors: Auditor’s Report : Auditors to submit additional Report to the Board of Directors The auditor shall also make a separate report to the Board of Directors of the Company 04-05-2013 ICAI-Delhi CA Bhavesh Vora 30

04-05-2013 ICAI-Delhi CA Bhavesh Vora Auditor’s Report… Matters to be included in the auditor’s report The auditor’s report (Issued to Directors) on the accounts of a NBFC shall include a statement on the following matters, namely: In the case of all non-banking financial companies I. Whether the company is engaged in the business of NBFI and whether it has obtained a Certificate of Registration (CoR) from the Bank 04-05-2013 ICAI-Delhi CA Bhavesh Vora 31

04-05-2013 ICAI-Delhi CA Bhavesh Vora Auditor’s Report… II. In the case of a company holding CoR issued by the Bank, whether that company is entitled to continue to hold such CoR in terms of its asset/income pattern as on March 31st of the applicable year. III. If the company is classified as AFC, Whether the NBFC has been correctly classified as AFC as defined in RBI Directions  with reference to the business carried on by it during the applicable financial year. 04-05-2013 ICAI-Delhi CA Bhavesh Vora 32

04-05-2013 ICAI-Delhi CA Bhavesh Vora Auditor’s Report… In the case of an NBFC-ND The auditor shall include a statement on: - Whether the Board of Directors has passed a resolution for non- acceptance of any public deposits. Whether the company has accepted any public deposits during the relevant period/year; Compliance with the prudential norms 04-05-2013 ICAI-Delhi CA Bhavesh Vora 33

04-05-2013 ICAI-Delhi CA Bhavesh Vora Auditor’s Report… Additional Reporting in respect of NBFC-ND-SI (a) Calculation and compliance with Capital adequacy requirements (b) Whether annual statement of capital funds, risk assets/exposures and risk asset ratio (NBS-7) was furnished to the bank within the stipulated period 04-05-2013 ICAI-Delhi CA Bhavesh Vora 34

04-05-2013 ICAI-Delhi CA Bhavesh Vora Auditor’s Report… Other Requirements: Reasons to be stated for unfavourable or qualified statements Obligation of auditor to submit an exception report to the Bank (RBI) Auditor to make a report to the regional office containing the details of unfavorable or qualified statements and about the non-compliance, as the case may be, in respect of the company 04-05-2013 ICAI-Delhi CA Bhavesh Vora 35

04-05-2013 ICAI-Delhi CA Bhavesh Vora Returns Requirements For NBFC-ND-SI (Apart from returns applicable to all NBFCs of any asset size) Monthly Return on Financial Parameters Monthly NBS-ALM-1 for Short Term Dynamic Liquidity Half Yearly NBS-ALM-2 for Structural Liquidity, NBS-ALM-3 for Interest Rate Sensitivity NBS – 7 Quarterly return on Capital Funds, Risk Assets Monthly Reporting if Raised short term foreign currency borrowings Fraud Reporting – as and when detected FMR I and Quarterly in FMR II, III for Fraud outstanding, Progress report respectively 04-05-2013 ICAI-Delhi CA Bhavesh Vora

Returns Requirements.cont… Quarterly return on important financial parameters for NBFC having asset size between 50-100 crores Note: Above is indicative list of important returns and the same is not exhaustive, one has to see the detailed list based on the asset size and type of the NBFC. 04-05-2013 ICAI-Delhi CA Bhavesh Vora

Core Investment Companies (CICs) What is CICs?: (i) Holds not less than 90% of Net Assets in group companies; (ii) Investments in equity shares in group companies constitutes not less than 60% of its Net Assets; (Net asset defined in Directions) (iii) It does not trade in its investments except through block sale for the purpose of dilution or disinvestment; (iv) It does not carry on any other financial activity except some specified acts CIC is considered SI only if raising/holding public funds AND Total Assets of Rs. 100 crore or above 04-05-2013 ICAI-Delhi CA Bhavesh Vora

Core Investment Companies (CICs) For CIC-ND-SI Capital Requirements: minimum capital ratio. i.e. Adjusted net worth at all time shall not be less than 30% of its aggregate Risk Weighted Assets and Risk adjusted value of off balance sheet as at the last balance sheet date Leverage Ratio: Outside liabilities at all times shall not exceed 2.5 times its Adjusted Networth as on the date if the last audited balance sheet Exemptions Given: (i) CIC-ND-SI are exempted from para 15, 16 and 18 of the NBFC Norms, 2007 and ii) Norms 2007 not apply for CIC-NDs (Other than systemically important) 04-05-2013 ICAI-Delhi CA Bhavesh Vora

Core Investment Companies (CICs) RBI has Announced Core Investment Companies - Overseas Investment (Reserve Bank) Directions, 2012 for CICs making investments abroad, opening branches, representative offices, undertaking joint ventures, etc. abroad. The same needs to be followed. RBI has also separately issued guidelines for entry of Core Investment Companies in insurance sector 04-05-2013 ICAI-Delhi CA Bhavesh Vora

04-05-2013 ICAI-Delhi CA Bhavesh Vora Formation Procedure A company with main object clause/ancillary clause for carrying out NBFI activities (check object clause) Obtain checklist of requirements from RBI website Fill up prescribed form, available on RBI website, according to instructions with the requirements Fill up the e-form provided in excel format Get the required certifications of the statutory auditors/chartered accountants (as the case may be) Submit softcopy on RBI website before submission of the hard copy. 04-05-2013 ICAI-Delhi CA Bhavesh Vora 41

Formation Procedure…Cont Obtain the printout of successful submission of the softcopy. Mention the date of submission on the print if date is not appearing on print. Submit the hardcopy application in duplicate to regional office of RBI Each page in the application file should be numbered Prepare the application in triplicate so that a replica is with the applicant for future reference. 04-05-2013 ICAI-Delhi CA Bhavesh Vora 42

04-05-2013 ICAI-Delhi CA Bhavesh Vora Recent Amendments NBFCs need to display grievance redressal mechanism and contact details of grievance redressal officer at prominent place in offices/branches/places of business Fair Practices Code (which should preferably in the vernacular language as understood by the borrower) based on the guidelines announced should be put in place by all NBFCs with the approval of their Boards 04-05-2013 ICAI-Delhi CA Bhavesh Vora

Recent Amendments…cont… Revision in format for submission of returns for PMLA compliances and Uploading of Reports in 'Test Mode' on FINnet Gateway for PMLA Reporting Facility to NBFC-ND-SI - Direct Access to Negotiated Dealing System-Order Matching Change in Loan to Value ratio for companies predominantly in loan against gold products 04-05-2013 ICAI-Delhi CA Bhavesh Vora

Recent Amendments…cont… Amendments to definition of infrastructure loan NBFCs cannot become partners in partnership firms Review of Guidelines on entry of NBFCs into Insurance Business RBI issued “NBFC (Opening of Branch/Subsidiary/Joint Venture/Representative Office or Undertaking Investment Abroad by NBFCs) Directions, 2011” 04-05-2013 ICAI-Delhi CA Bhavesh Vora

Recent Amendments…cont… Guidelines for Credit Default Swaps - NBFCs as users Revision in External Commercial Borrowings (ECB) Policy – Infrastructure Finance Companies (IFCs) Guidelines on classification of frauds, approach towards monitoring of and reporting system for frauds for deposit taking NBFCs to apply for NBFC-ND-SI also. 04-05-2013 ICAI-Delhi CA Bhavesh Vora

Non Banking Finance Company ICAI-DELHI 04-05-2013 CA Bhavesh Vora