DNBR (PD) CC No.021/03.10.001/2014-15
February 20, 2015
All NBFCs (excluding PDs)
Raising Money through Private Placement of Non-Convertible Debentures (NCDs) by NBFCs
Please refer to the circulars DNBS(PD)CC.No.330/03.10.001/2012-13 dated June 27, 2013 and the DNBS (PD)CC.No.349/03.10.001/2013-14 dated July 02, 2013 on the subject.
2. In supersession of circulars DNBS(PD)CC.No.330/03.10.001/2012-13 dated June 27, 2013 and the DNBS (PD)CC.No.349/03.10.001/2013-14 dated July 02, 2013, the guidelines on private placement of NCDs for NBFCs have been reviewed in the light of the provisions of Companies Act 2013 and the Rules issued thereunder. The notification DNBS (PD) 257/ PCGM (NSV)-2013 dated June 27, 2013 shall continue to be in force.
3. The revised guidelines are enclosed in the Annex. It may be noted that the provisions of Companies Act, 2013 and Rules issued thereunder shall be applicable wherever not contradictory.
4. Notification amending the NBFCs Acceptance of Public Deposits (Reserve Bank) Directions, 1998 is enclosed.
(M. S. Gharde)
A. Guidelines on Private Placement of NCDs (maturity more than 1 year) by NBFCs:
1. NBFCs shall put in place a Board approved policy for resource planning which, inter-alia, should cover the planning horizon and the periodicity of private placement.
2. The issues shall be governed by the following instructions:
3. Tax exempt bonds offered by NBFCs are exempted from the applicability of the circular.
4. For NCDs of maturity upto one year, guidelines on Issuance of Non-Convertible Debentures (Reserve Bank) Directions, 2010, dated June 23, 2010, by Internal Debt Management Department, RBI shall be applicable.
RESERVE BANK OF INDIA
DEPARTMENT OF NON-BANKING REGULATION
CENTRAL OFFICE, CENTRE I, WORLD TRADE CENTRE,
CUFFE PARADE, COLABA, MUMBAI, 400 005.
Notification No. DNBR.(PD) 006 /GM(MSG)-2015 dated February 20, 2015
The Reserve Bank of India, having considered it necessary in 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 amend the Non-Banking Financial Companies Acceptance of Public Deposits (Reserve Bank) Directions (Notification No. DFC. 118/DG(SPT)-98 dated January 31, 1998) (hereinafter referred to as the ‘said Directions’) , in exercise of the powers conferred by section 45J, 45K, 45L and 45 MA of the Reserve Bank of India Act, 1934 (2 of 1934) and of all the powers enabling it in this behalf, hereby directs that the said Directions shall be amended with immediate effect as follows, namely-
1. Insertion of new clause (fa): In paragraph 2, of the said Directions, in sub. paragraph (1), after clause (xii)(f), the following new clause shall be inserted, namely:-
“(fa) any amount raised by issuance of non-convertible debentures with a maturity more than one year and above and having the minimum subscription per investor at Rs.1 crore and above, provided that such debentures have been issued in accordance with the guidelines issued by the Reserve Bank as in force from time to time in respect of such non-convertible debentures.”
(M. S. Gharde)