RBI Notification on NBFC’s M&A

RBI has recently issued a circular with regard to M&A activities related to NBFC, whether deposit-taking or not.

Summary: any acquisition of NBFC will now require prior approval of the RBI.

  1. Both deposit-taking and non-deposit taking NBFC’s are covered.
  2. Further all types of transactions are covered, i.e. purchase of shares, control through shareholders’ agreement and merger with another company (even if it is an NBFC).

The application needs to be made to the Regional Office of the DNBS (Dept of Non-Banking Supervision).

The key objective is to ensure that the new management are ‘fit and proper’ persons.

Hence, while pursing any transaction ensure this prior approval is taken.


Relevant Extract of RBI Notification on NBFC M&A transactions:

The prior written permission of the Reserve Bank of India shall be required for –

  1. any takeover or acquisition of control of an NBFC, whether by acquisition of shares or otherwise;
  2. any merger/amalgamation of an NBFC with another entity or any merger/amalgamation of an entity with an NBFC that would give the acquirer / another entity control of the NBFC;
  3. any merger/amalgamation of an NBFC with another entity or any merger/amalgamation of an entity with an NBFC which would result in acquisition/transfer of shareholding in excess of 10 percent of the paid up capital of the NBFC.
  4. Prior written approval of the Reserve Bank would also be required before approaching the Court or Tribunal under Section 391-394 of the Companies Act, 1956 or Section 230-233 of Companies Act, 2013 seeking order for mergers or amalgamations with other companies or NBFCs.

Applications in this regard may be submitted to the Regional Office of the Department of Non-Banking Supervision in whose jurisdiction the Registered Office of the Company is located.


Link to RBI notification – pdf file

Highlights of the Mid-Term Reveiw of the Annual Policy 2006-07

Highlights of the Mid-Term Reveiw of the Annual Policy 2006-07

  • Repo Rate increased to 7.25% from 7.0%
  • Reverse Repo Rate, Bank Rate & CRR kept unchanged.
  • GDP growth forecast at 8.0% during 2006-07 (against earlier estimates of 7.5%-8.0%)
  • Inflation to be contained within 5.0%-5.5% during 2006-07.
  • Fresh issues of Central Government securities to be included in ‘When issued’ trading.
  • Scheduled commercial banks & primary dealers allowed to cover their short positions in Central Government securities within five trading days.
  • Resident individuals would be free to remit up to US$ 50,000 per financial year as against the earlier limit of US$ 25,000.
  • 100% of foreign exchange earnings can be retained in Exchange Earners’ Foreign Currency (EEFC) accounts.
  • Authorised dealer banks may borrow funds from their overseas branches & correspondent banks (including borrowing for export credit, external commercial borrowings (ECBs) and overdrafts from their Head Office/Nostro account) up to a limit of 50% of their unimpaired Tier I capital or US$ 10 mn, whichever is higher.
  • Eligible ECB borrower can avail additional US$ 250 mn with average maturity of more than 10 years under the approval route.
  • Prepayment of ECB up to US$ 300 mn without prior approval of the Reserve Bank.
  • Increased foreign remittances allowed for corporates: Authorised dealer banks may allow remittances on behalf of their customers higher of 15% of the average of 2 year sales or 25% of net worth, for initial expenses, & up to 10% of the average 2 year sales for recurring expenses. Remittances for acquisition of immovable property for the overseas office, within these limits is also permitted.
  • Limit on investments in Government securities by FIIs to be enhanced in phases to US$ 3.2 bn by March 31, 2007.
  • Ceiling of overseas investment by mutual funds enhanced to US$ 3 bn (from US$ 2 bn).
  • Booking of forward contracts for customs duty component of imports permitted.
  • FIIs to be allowed to rebook a part of the cancelled forward contracts.
  • Forward contracts booked by exporters & importers in excess of 50% of eligible limit to be on deliverable basis & cannot be cancelled.
  • Authorised dealer banks to be permitted to issue guarantees/letters of credit for import of services up to US$ 100,000 for securing a direct contractual liability arising out of a contract between a resident and a non-resident.
  • Lock-in period for sale proceeds of immovable property credited to NRO account eliminated, subject to a cap of US$ 1 mn in a financial year.
  • Banks, with approval of their boards, may formulate a transparent policy for providing One Time Settlement facility to those farmers whose accounts have been rescheduled/ restructured due to natural calamities as also those who have defaulted on account of circumstances beyond their control.
  • For opening small accounts, banks need to seek only a photograph of the account holder and self-certification of address.
  • Basel II: Indian banks having presence outside India & foreign banks to migrate to the Basel II framework effective March 31, 2008 & other scheduled commercial banks to migrate in alignment but not later than March 31, 2009.
  • Prudential limit on credit & non-credit facilities to Indian JVs/Wholly Owned Subsidiaries abroad to be enhanced to 20 per cent of unimpaired capital funds.
  • Financially sound Urban Co-operative Banks (UCBs) registered in States that have signed MoU with the Reserve Bank & those registered under the Multi-State Co-operative Societies Act, 2002 to be allowed to convert existing extension counters into full-fledged branches.
  • NBFCs allowed to issue co-branded credit cards with banks without risk sharing & market & distribute MF products.

(The above is extracted from the Highlights issued by the Reserve Bank of India on 31st October, 2006)

Full Text in word / pdf formats.

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Highlights of the Mid-Term Review of Annual Policy Statement for 2005-06

Domestic Developments

  • Based on the current assessment of a pick-up in agricultural output & in the momentum in other sectors, GDP growth projection for 2005-06 revised to 7.0-7.5 per cent from the earlier projection of around 7.0 per cent.
  • Annual inflation, as measured by point-to-point variations in wholesale price index, receded from 6.0 per cent in April 2005 to 4.6 per cent in October 2005.
  • Inflation in the range of 5.0-5.5 per cent as projected. Forward looking policy response is necessary to realise growth momentum & potential for higher growth without adding to inflation expectations.
  • Money supply [M3] may turn out to be somewhat higher than the earlier projection of 14.5 per cent for the full year. Aggregate deposit growth also expected to be higher than earlier projection.
  • Year-on-year adjusted non-food credit is expected to increase significantly higher than 19.0 per cent projected earlier.
  • Financial markets have remained stable & orderly, although interest rates have firmed up in almost all segments. The yield curve has steepened. Significant increase in CBLO volumes.
  • The market borrowing programme of the Central Government has so far remained consistent with the projections set out in the Union Budget for 2005-06.

External Developments

  • Exports in US dollar terms in the first half of 2005-06 increased by 20.5 per cent compared with 30.8 per cent in the corresponding period in the previous year. Imports rose by 33.1 per cent as against an increase of 37.3 per cent in the corresponding period last year. Hardening of international crude oil prices & import demand emanating from a pick-up in domestic industrial activity contributed to the import growth observed.
  • Foreign exchange reserves stood at US$ 143.4 billion as on October 14, 2005, increasing from US$ 141.5 billion as at end-March 2005.
  • Evolving developments in the balance of payments warrant careful monitoring in view of oil prices & continued b investment demand.
  • Foreign exchange market witnessed orderly conditions in the first half of 2005-06. The exchange rate of the rupee depreciated by 3.0 per cent to US dollar by October 21, 2005, from Rs.43.75 per US dollar at end-March 2005 to Rs.45.09 per US dollar. However, it appreciated by 4.2 per cent against the Euro, by 2.5 per cent against the Pound sterling & by 4.5 per cent against the Japanese yen during the period.

Global Developments

  • Global economic activity remained robust but slackened moderately in the second quarter of 2005; Likely growth of 4.3 per cent in 2005 from 5.1 per cent in 2004.
  • Rise in oil prices has triggered inflationary pressures globally , remaining the single largest risk to the global economy.
  • Risks to global growth also emanate from the persisting macroeconomic imbalances & the resulting abundance of global liquidity, asset bubbles, excessive leveraging in financial markets.

Overall Assessment

  • On balance, macroeconomic & financial conditions have evolved as anticipated. Overall industrial growth has strengthened, monsoon fears have eased, non-food credit growth has been buoyant, the demand for government securities has been sustained & a pick-up in investment demand is evident.
  • Some downward risks to the economic outlook have emerged in the recent months. Ensuring credit quality & increasing the pace of investment in infrastructure is important. Asset prices have registered a substantial increase. The overall positive sentiment, the business confidence of the private sector & the strength as well as resilience of the domestic economy would continue to determine capital flows.

Stance of Monetary Policy

  • The Reserve Bank will continue to ensure that appropriate liquidity is maintained in the system so that all legitimate requirements of credit are met, consistent with the objective of price stability. Towards this end, RBI will continue with its policy of active demand management of liquidity through open market operations including MSS, LAF & CRR, & using all the policy instruments at its disposal flexibly, as & when the situation warrants.
  • Barring the emergence of any adverse & unexpected developments in various sectors of the economy & keeping in view the current assessment of the economy including the outlook for inflation, the overall stance of monetary policy for the remaining part of the year will be:
    1. Consistent with emphasis on price stability, provision of appropriate liquidity to meet genuine credit needs & support export & investment demand in the economy.
    2. Ensuring an interest rate environment that is conducive to macroeconomic & price stability, & maintaining the growth momentum.
    3. To consider measures in a calibrated & prompt manner, in response to evolving circumstances with a view to stabilising inflationary expectations.

Monetary Measures

  • Bank Rate kept unchanged at 6.0 per cent.
  • Reverse Repo Rate increased by 25 basis points to 5.25 per cent, effective October 26, 2005. The spread between reverse repo rate and & repo rate under LAF maintained at 100 basis points.
  • The cash reserve ratio (CRR) kept unchanged at 5.0 per cent

Developmental & Regulatory Policies

Interest Rate Policy

  • Indian Banks’ Association being asked to review the benchmark prime lending rate (BPLR) system & issue transparent guidelines for appropriate pricing of credit.

Financial Markets

  • The Reserve Bank has constituted a new department named as Financial Markets Department (FMD) in July 2005 with a view to moving towards functional separation between debt management and monetary operations.
  • Intra-day short selling in government securities proposed to be introduced.
  • NDS-OM module to be extended to all insurance entities which are mandated to invest in government securities.
  • Screen-based negotiated quote-driven system for call/notice & term money markets and electronic trading platform for market repo operations in government securities are being developed by Clearing Corporation of India Ltd. (CCIL) .

External Commercial Borrowings

  • Special purpose vehicles (SPVs) or any other entity, notified by the Reserve Bank, which are set up to finance infrastructure companies/projects would be treated as financial institutions & ECBs raised by such entities would be considered under the approval route.
  • Banks to be allowed to issue guarantees or standby letters of credit in respect of ECBs raised by textile companies for modernistation or expansion of textile units.

Credit Delivery Mechanisms

  • Banks advised to fix their own targets for financing the SME sector so as to reflect higher disbursement; banks to formulate liberal & comprehensive policies for extending loans to the SME sector & rationalise the cost of loans to this sector with cost linked to credit ratings.
  • A debt restructuring mechanism for units in the SME sector, in line with the corporate debt restructuring (CDR) mechanism prevailing in the banking sector, has been formulated by the Reserve Bank. The performance of the CDR mechanism was reviewed and the changes to the existing CDR scheme have been finalised.
  • The Micro Finance Development Fund (MFDF) set up in the NABARD re-designated as the Microfinance Development and Equity Fund (MFDEF) and its corpus increased from Rs.100 crore to Rs.200 crore. The modalities in regard to the functioning of the MFDEF are being worked out.
  • Internal Working Group proposed to examine the whole gamut of issues & suggest suitable revisions to guidelines in regard to relief measures to be provided in areas affected by natural calamities.

Financial Inclusion

  • Measures proposed on credit delivery mechanisms with a view to ensuring financial inclusion of all segments of the population, in both rural and urban areas, a comprehensive framework to revive the co-operative credit system, revitalise the regional rural banks (RRBs) & reorient commercial banking towards the credit-disadvantaged sections of society.
  • With a view to achieving greater financial inclusion all banks need to make available a basic banking `no frills’ account either with `nil’ or very low minimum balances as well as charges that would make such accounts accessible to vast sections of population. All banks are urged to give wide publicity to the facility of such a `no-frills’ account so as to ensure greater financial inclusion.

Prudential Measures

  • Bank’s aggregate capital market exposure restricted to 40 per cent of the net worth of the bank on a solo & consolidated basis; consolidated direct capital market exposure modified to 20 per cent of the bank’s consolidated net worth. Banks having sound internal controls and robust risk management systems can approach the Reserve Bank for higher limits.
  • General provisioning requirement for ‘standard advances’ increased from the present level of 0.25 per cent to 0.40 per cent; direct advances to agricultural and SME sectors exempted from the additional provisioning requirement.
  • Supervisory review process to be initiated with select banks having significant exposure to some sectors, namely, real estate, highly leveraged NBFCs, venture capital funds and capital markets, in order to ensure that effective risk mitigants and sound internal controls are in place.
  • General permission to banks to issue debit cards in tie-up with non-bank entities.

Institutional Developments

  • By end-March 2006, 15,000 branches are proposed to be covered by RTGS connectivity, and the number of monthly transactions of the system is expected to expand from one lakh to two lakh.
  • The National Electronic Funds Transfer (NEFT) system would be implemented in phases for all networked branches of banks all over the country.
  • The pilot project for Cheque Truncation System is expected to be implemented in New Delhi by end-March 2006.
  • National Settlement System (NSS) to enable banks to manage liquidity in an efficient & cost effective manner to be introduced in the four metropolitan centres by end-December 2005.
  • New company for retail payment systems proposed to be set up under Section 25 of Companies Act; to be owned & operated by banks and likely to get operational from April 1, 2006.
  • Banks urged to test their business continuity plans periodically.
  • Currency chest facility & licence to conduct foreign exchange business (authorised person licence) to scheduled UCBs registered under the Multi-State Co-operative Societies Act & under the State Acts where the State Governments concerned have assured regulatory coordination by entering into MoU with the Reserve Bank.
  • Acquirer UCB to be permitted to amortise the losses taken over from the acquired UCB over a period of not more than five years, including the year of merger.
  • Details of the scheme regarding implementation of the provisions of the Right to Information Act, 2005 have been placed on the Reserve Bank’s website.
  • The Reserve Bank has recently updated its nominal effective exchange rates (NEER) and real effective exchange rates (REER) indices . The new 6-currency indices & the revised 36-country indices of NEER and REER would be published in the the Reserve Bank of India Bulletin of December 2005.

The Third Quarter Review of Part I of the annual policy to be undertaken on January 24, 2006.

Highlights amended and emphasis added. The full text of the highlights and the review is available on the RBI website. HTML version | word file | pdf version

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Macroeconomic & Monetary Developments Mid-Term Review 2005-06

The following is the gist of the Macroeconomic & Monetary Developments Mid-Term Review 2005-06 released by the RBI to serve as a pre-read for the Mid-Term Review of the Monetary & Credit Policy 2005-06.

Emphasis added to the RBI press release.

I. The Real Economy

  • According to the CSO, Real GDP Growth in the first quarter (April-June) of 2005-06 accelerated to 8.1 per cent from 7.6 per cent in the corresponding period of the preceding year
  • The cumulative rainfall during the South-West monsoon (June 1 to September 30, 2005) was one per cent below normal as compared with 13 cent below normal a year ago
  • Industrial activity gathered further strength during the first five months of 2005-06, although there was some loss of momentum during July-August 2005. During April-August 2005 industrial production accelerated to 8.8 per cent led by the manufacturing sector
  • Lead information on the major indicators of services sector indicates continued buoyancy in the second quarter of 2005-06
  • The revival of the South-West monsoon, the acceleration of the industry, buoyancy in services & positive business confidence & expectations have improved growth prospects for 2005-06

II. Fiscal Situation

  • Available information for the first five months of 2005-06 (April-August) indicates improvement in Central Government finances, benefiting from higher tax collections & expenditure management through control over non plan expenditure
  • Gross & net market borrowings raised by the Centre during 2005-06 so far have amounted to 60.1 per cent & 50.0 per cent, respectively, of the budget estimates
  • States have raised an amount of Rs.14,265 crore during 2005-06 so far, which is 63.6 per of their gross allocation for 2005-06
  • The weekly average utilisation of WMA & overdraft by the States was significantly lower than a year ago

III. Monetary & Liquidity Conditions

  • Monetary conditions have remained comfortable during 2005-06 so far despite a sustained pick-up in credit demand from the commercial sector. Banks were able to finance the higher demand for commercial credit by curtailing their incremental investments in Government securities
  • Up to September 30, 2005 money supply expanded by 16.6 per cent as compared with the indicative trajectory ( 14.5 per cent growth) set in the Annual Policy Statement
  • Scheduled commercial banks’ non-food credit, on a year-on-year basis, registered a growth of 31.5 per cent as on September 30, 2005 on top of 24.9 per cent a year ago
  • Reserve money growth as on October 14, 2005 at 17.9 per cent was almost the same as that a year ago (18.0 per cent)

IV. Price Situation

  • Inflation pressures firmed up in a number of economies during first half of 2005-06, reflecting the impact of further increases in international crude oil prices which reached a new high of US $ 70.8 per barrel on August 30, 2005. The issue of changes in inflation expectations has been revived globally in the recent weeks
  • In India, year-on-year inflation fell to 3.0 per cent on August 27, 2005 from 5.1 per cent at end March 2005. It has since increased to 4.6 per cent as on October 8, 2005
  • Fiscal & monetary measures undertaken since mid-2004 to reduce the impact of imported price pressures on domestic inflation & to stabilise inflationary expectations, coupled with base effects & the revival of monsoon, enabled the moderation in headline inflation from its high of 8.7 per cent last year
  • However, when a significant part of what may be considered as permanent component of oil price increase is yet to be passed on , there is a need to consider two factors: First, the advisability of treating the oil price increase as a shock rather than a permanent shift in relative prices may need to be questioned; &, second, the inevitability of second order effects on inflation needs to be taken on board

V. Financial Markets

  • Comfortable liquidity conditions have kept interest rates in different money market segments generally around the reverse repo rate during the year so far
  • The foreign exchange market remained more or less orderly. Forward premia continued to decline in tandem with the narrowing interest differential following hikes in the US interest rates
  • Yields in the Government securities market since May 2005 have largely been range-bound with intra-year movements influenced by domestic liquidity conditions
  • In the credit market, key interest rates edged up as commercial credit offtake continued to remain b & broad-based

VI. The External Economy

  • During April-September 2005, merchandise export growth at 20.5 per cent was higher than the annual target of 16 per cent set for the fiscal year by the Government of India
  • Imports maintained the tempo of high growth, driven by both oil & non-oil imports, in an environment of buoyant economy. The rise in petroleum, oil & lubricants (POL) imports (42.9 per cent) in April-September 2005 was due to a sharp increase in international crude oil prices. Non-oil imports maintained high growth (28.8 per cent) in tune with the acceleration in industrial activity
  • Trade deficit, based on DGCI&S data, increased by 71 per cent to US $ 20.3 billion during April-September 2005
  • Balance of Payments (BoP) developments during the first quarter of 2005-06 point to a sharp turnaround in the current account balance, due to a widening of the merchandise trade deficit
  • Nonetheless, with capital flows remaining b – led by foreign investment flows, direct as well as portfolio – & in excess of the current account deficit, the balance of payments position remained comfortable & the overall balance recorded a modest surplus
  • External debt recorded a modest decline during the quarter ended June 2005
  • Foreign exchange reserves have increased by US $ 1.9 billion in the current fiscal year so far to US $ 143.4 billion as on October 14, 2005

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