Internal Ombudsman for NBFCs: RBI’s 2026 Framework at a Glance
Manisha Ghosh, Senior Executive | finserv@vinodkothari.com
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Open in new tab Credit Risk Management Rules modified: RBI brings revised norms on Related Party Lending and Contracting
– Team Corplaw | corplaw@vinodkothari.com
Continuing with the spree of regulatory changes brought in 2025, RBI has issued Amendment Directions on Lending to Related Parties by Regulated Entities. Separate notifications have been issued for each regulated entity, based on the draft Directions for lending and contracting with related parties issued on 3rd October, 2025. We discuss the changes brought in for commercial banks by way of the RBI (Commercial Banks – Credit Risk Management) – Amendment Directions, 2026 and RBI (Commercial Banks – Financial Statements: Presentation and Disclosures) – Amendment Directions, 2026.
Highlights:
- New rules apply from 1st April, 2026. Existing facilities, if in breach of the new provisions, can continue to run down; however, shall not be renewed or extended
- Related Party: the meaning of the word is quite different from the commonly understood expression under the SEBI Regulations or Companies Act. Hence, banks will maintain a parallel list of related parties under the CRM Directions
- Primarily concerned with directors, KMPs and their interested persons and entities
- Related party = Related person (RP) + Reciprocally Related person (RRP) + Specific entities in which RP or RRP are interested
- Contracts or arrangements enumerated in sec. 188 (1) of Companies Act also covered
- Lending to or contracts with Specified Employees
- means employees 2 levels below the Board or as designated by the Board
- left to the Policy to be framed by the Bank
- To be reported to the Board annually
- Board approved Policy on CRM
- To include aspects related to lending to RPs
- Specify aggregate limits and sub-limits for lending to RPs including single RPs
- To incorporate whistleblower mechanism to raise concerns over questionable loans to RPs and quid pro quo arrangements
- Any deviation from policy to be reported to Audit Committee
- Restrictions on lending by banks
- to its promoters and their relatives; shareholders with shareholding of 10 per cent or more in the paid-up equity capital of the bank; as also the entities in which they (promoters, their relatives and shareholders as stated above) have significant influence or control (as defined under Accounting Standards Ind AS 28 and Ind AS 110).
- In addition to restrictions on lending to directors and interested entities under section 20 of BR Act
- “Materiality threshold” for lending to related parties
- based on the capital of the bank – from Rs 5 crores to Rs 25 crores
- lending over the materiality threshold requires approval of board/ a committee on lending to RPs
- Does not include (i) credit facilities fully secured by cash or liquid securities, and (ii) interbank loans
- Committee on lending to RPs
- Bank may identify any existing committee, other than the Audit Committee
- Does it mean the Audit Committee cannot sanction approval for loans to RP?
- Recusal of interested parties from deliberations and discussions on loan proposals, contracts or arrangements involving them or their related parties
- Internal auditors to review, on a quarterly or shorter intervals, adherence to the guidelines and procedures in relation to related party lendings.
Immediate Actionables
- Designate a board committee for sanction of loans to related parties beyond materiality thresholds
- Identify and maintain a list of related parties as per the definition under the Amendment Directions
- Modify and adopt a revised Credit Risk Management Policy in line with the requirements of the Amendment Directions
- Adopt limits and sub-limits for (a) aggregate transactions with RPs, (b) transactions with each RP and (c) transactions with a group of RPs
- Sensitise relevant business teams on the materiality thresholds and the internal Credit Policy of the Bank
- Engage the services of internal auditors for periodic review (quarterly or shorter intervals)
RPT Framework: Amendment Directions vis-a-vis Companies Act and LODR
| Point of comparison | CRM Amendment Directions | Listing Regulations | Companies Act |
| Scope of coverage | Loans, non-funded facilities, investment in debt securities | Any transfer of resources, obligations or services | Contracts as enumerated u/s 188 (1) |
| Meaning of related party | Directors, KMPs, promoter, their relatives, entities in which either of them have specified interest (partnership, shareholding, control, etc).Does not include Company’s own holding company, subsidiaries or associates | Wide definition, including sec 2 (76) of CA, accounting standards, promoter, promoter group entities, shareholders with 10% or more shareholding | As defined in sec. 2 (76), primarily including directors, KMPs, their relatives, private cos where such persons are a director or member, public companies with directors’ 2% shareholdings.Includes entity’s own subsidiaries, associates, JVs, holding company |
| Concept of “reciprocally related party” | In line with the statutory restrictions, includes directors/relatives on the boards of other banks, AIFIs, trustees of mutual funds set up by other banks | Does not exist; however, a purpose-and-effect test exists whereby surrogate transactions may be covered. | Does not exist |
| Primary approving body | Committee on Lending to Related Parties, or the Board | Audit Committee | Audit Committee; or the Board |
| Shareholders’ approval | Not required | Required if crossing materiality threshold | Required if not on in ordinary course of business+ arm’s length, and crossing materiality threshold |
| Materiality threshold | Being linked with a single loan exposure, ranges from Rs 5 crores to Rs 25 crores depending on Bank’s capital | Being aggregated for transactions during a FY, ranges from 10% of the entity’s consolidated turnover to Rs 5000 crores based on consolidated turnover of the entity | Usually based on 10% of turnover or net worth (depending on transaction type) |
See our related resources here:
https://vinodkothari.com/2026/01/shastrarth-26-loans-to-related-parties-by-banks-and-nbfcs/
Referral or Representation? The Fine Line Between LSP, DSA and Referral Partner
Simrat Singh & Sakshi Patil | finserv@vinodkothari.com
India’s lending landscape is evolving from traditional, branch-led lending to digital and now “phygital” models, involving multiple intermediaries connecting borrowers and lenders. For regulated entities (REs), three different terms referring to loan intermediaries are commonly seen: Lending Service Providers (LSPs), Direct Selling Agents (DSAs) and Referral Partners.
At first glance, these roles may appear similar since all “bring in business.” But as far as the RBI is concerned, the difference determines how much regulatory oversight the lender must exercise over these participants. This article attempts to answer who’s who in this lending chain, and more importantly, where a simple referral ends and a regulated lending function begins.
The Lending Trio: LSPs, DSAs and Referral Partners
LSPs: The digital lending backbone
In the digital lending framework, the most central participant is the LSP who are engaged by the REs to carry out some functions of RE in connection with its functions on digital platforms. These LSPs may be engaged in customer acquisition, underwriting support, recovery of loan, etc. The RBI’s Digital Lending Directions, 2025 define an LSP as:
“An agent of a RE (including another RE) who carries out one or more of the RE’s digital lending functions, or part thereof, in customer acquisition, services incidental to underwriting and pricing, servicing, monitoring, or recovery of specific loans or loan portfolios on behalf of the RE, in conformity with the extant outsourcing guidelines issued by the Reserve Bank.”
The emphasis on the term “agent” is crucial since being an agent becomes a precondition to becoming an LSP. An agent is a person employed to act for another; to represent another in dealings with third persons within the overall authority granted and can legally bind the principal by their actions (more discussion on agency later). This distinguishes an agent from a mere vendor or service provider who delivers a contracted service but has no authority to affect the principal’s relationship with third parties and neither is subjected to a degree of control from the principal.
DSAs: The traditional middle ground
DSAs, though not formally defined by the RBI, their appointment, conduct and RE’s oversight on them is governed by Annex XIII of the SBR Directions (Instructions on Managing Risks and Code of Conduct in Outsourcing of Financial Services by NBFCs) for NBFCs and by Guidelines on Managing Risks and Code of Conduct in Outsourcing of Financial Services by Banks for Banks. DSAs operate largely in physical or “phygital” lending models, focusing on loan sourcing. They represent the lender while dealing with potential borrowers. However, their functions are narrower than those of an LSP. A DSA’s role typically ends with lead generation and preliminary documentation, without involvement in underwriting, servicing or recovery. While the DSA is an agent, it plays a more limited role in the lending value chain and has minimal borrower-facing obligations post origination.
Referral Partners: The nudge before negotiation
Referral Partners perform the most limited role. They simply share leads or basic borrower information with the lender and have no authority to represent or bind the lender. Their role is confined to referral i.e. the providing the first nudge to the lender. They are treated as independent contractors or service providers, not agents and operate under commercial referral agreements. The RE does not exercise control over their operations, nor is it responsible for their actions beyond the agreed referral activity. The distinction lies not in what they do (introducing borrowers) but in what they cannot do i.e. represent the lender or perform any of its lending functions.
Referral ≠ Representation: The Agency Test
The most important question then arises “How does one determine whether a person is an LSP, DSA, or a referral partner?”. All three may assist in borrower acquisition, but the answer might lie in distinguishing referring from representing. To be classified as an LSP (or even a DSA), the person must first be the agent of the RE, not just a vendor or service provider. The test of agency has been laid down in the Supreme Court’s decision in Bharti Cellular Ltd. v. Commissioner of Income Tax1. The Court, in para 8, observed that the existence of a principal–agent relationship depends on the following elements:
- The authority of one party to alter the legal relationship of the other with third parties;
- The degree of control exercised by the principal over the agent’s conduct (less than that over a servant, but more than over an independent contractor);
- The existence of a fiduciary relationship, where the agent acts on behalf of and under the guidance of the principal;
- The obligation to render accounts to the principal, and the entitlement to remuneration for services rendered.
Further, the Court clarified in para 9 that the substance of the relationship, not just its form, determines whether agency exists. If a person is neither authorised to affect the principal’s relationship with third parties nor under its control, and owes no fiduciary obligation, the person is not an agent, regardless of what the contract calls them.
Similarly, in Bhopal Sugar Industries v. Sales Tax Officer2, the Supreme Court had observed that the mere word ‘agent’ or ‘agency’ is not sufficient to lead to the inference that parties intended the conferment of principal-agent status on each other. Mere formal description of a person as an agent is not conclusive to show existence of agency unless the parties intend it so hence, “the true relationship of the parties in such a case has to be gathered from the nature of the contract, its terms and conditions, and the terminology used by the parties is not decisive of the said relationship.”
On the aspect of supervision and control, the Supreme Court in para 40 of the Bharti Cellular ruling stated:
An independent contractor is free from control on the part of his employer, and is only subject to the terms of his contract. But an agent is not completely free from control, and the relationship to the extent of tasks entrusted by the principal to the agent are fiduciary….The distinction is that independent contractors work for themselves, even when they are employed for the purpose of creating contractual relations with the third persons. An independent contractor is not required to render accounts of the business, as it belongs to him and not his employee.
In lending transactions, therefore, the relevant considerations to determine whether an agency exists or not may be:
- Does the agency have the authority, under a contract with the principal, to represent the principal to create any relationship with the borrower?;
- Does the agency have the authority to approach potential borrowers, representing that the agency can source a loan from the RE?;
- What is the role of the agency in the loan contract – is the loan contract established between the lender and the borrower through the agent?;
- Does the agency agreement control/regulate the manner of the agent’s dealings with the borrowers?;
- Effectively, is the agency the interface between the RE and the borrowers?
Paanwala and the Poster: Not everyone who sells a loan lead is an LSP
To illustrate the difference between LSP/DSA and Referral Partner, consider a simple example. You stop at your neighbourhood paanwala for your regular paan or pack of mints. Between the faded ads for mobile recharges and UPI QR codes, one new poster catches your eye “Need a personal loan? Look No Further ! Fast approvals”. Curious, you ask if the shopkeeper has joined the finance world. Smiling, he replies, “Arre nahi sahib, I just share numbers! You give me your name and phone number, I’ll send it to my guy. If your loan gets approved, I get a small tip!” No exchange of KYC documents, no app, no credit score. Now, does this make the paanwala an LSP under the Digital Lending Directions? He may appear as performing a part of the customer acquisition function of the lender so should he now comply with outsourcing norms, data protection protocols and grievance redressal requirements? Of course not.
The paanwala is a pure referral partner. His role ends with introducing a potential borrower to a contact connected to a lender. He does not represent the lender, verify or collect documents, underwrite, service, or recover loans, nor can he legally bind the lender through his actions. Mere referral, without agency and without performing a lending function, does not make one an LSP. Passing a phone number over a cup of chai does not amount to digital intermediation.
| Basis | Referral Partner | LSP |
|---|---|---|
| Scope of activity | Limited to sharing leads with the lender | Performs one or more of the lenders functions w.r.t in customer acquisition, services incidental to underwriting and pricing, servicing, monitoring, recovery |
| Access to prospective customer’s information and documents | Only basic contact information necessary for the lender to approach the customer for the loan is shared | To the extent relevant for carrying out its functions |
| Representation | Does not represent the RE | Represents the RE |
| Agency & Principal | Not an agent | Appointed as an agent |
| DLG | Cannot provide | Can provide (in case of Digital Lending and Co-lending) |
| Applicability of Outsourcing Guidelines | Not applicable | Applicable |
| Mandatory due diligence before appointment | Not applicable | Applicable |
| Appointment of GRO | No such requirement | LSP having interface with borrower needs to appoint a GRO |
| Right to audit | No right of RE | RE has a right |
| Disclosure on the website of the lender | Not applicable | Applicable |
Table 1: Distinction between Referral Partner and LSP
Conclusion
As digital lending continues to expand in India, ensuring that every intermediary’s role aligns with its true legal character is essential. The key in determining the true nature of the relationship would ultimately rest on the contractual terms that must reflect the true nature of the relationship. Misclassifying these entities can expose lenders to compliance risks under RBI’s outsourcing and digital lending guidelines.
Our resources on the same:
- Lending Service Providers for digital lenders: Distinguishing agency contracts and principal-to-principal contracts
- Principles of Neutrality for Multi-Lender Platforms
- Multi-lender LSPs – Compliance & Considerations
- Outsourcing (Direct Selling Agent) v. Business Correspondent route
- Resources on Digital Lending
Supreme Court Mandates Digital Accessibility: Action Points for Banks and NBFCs
– Harshita Malik | finserv@vinodkothari.com
Introduction
On April 30, 2025, the Supreme Court of India delivered a landmark judgment in Pragya Prasun & Ors. v. Union of India, declaring digital access as an intrinsic component of the fundamental right to life under Article 21. The Court issued comprehensive directions to make digital KYC processes accessible to persons with disabilities, particularly acid attack survivors and visually impaired individuals.
This judgment fundamentally transforms how banks and NBFCs must approach customer onboarding through digital means, with immediate compliance requirements and potential legal consequences for non-adherence.
Pursuant to the directives issued by the Supreme Court, the RBI has amended the Master Direction – Know Your Customer (KYC) Direction, 2016 (‘KYC Directions’) vide Reserve Bank of India (Know Your Customer (KYC)) (2nd Amendment) Directions, 2025 (‘KYC 2nd Amendment’).
Background: The Catalyst Case
The Petitioners’ Struggle
The petitioners in these cases highlight significant barriers faced by persons with disabilities in accessing digital KYC processes. WP(C) No. 289 of 2024 involved acid attack survivors who were unable to complete digital KYC, while WP(C) No. 49 of 2025 involves a visually impaired individual facing similar difficulties. A notable incident involved Pragya Prasun, who was denied the opening of a bank account due to her inability to perform the blinking required for liveness verification. These cases are grounded in the protections afforded by the Rights of Persons with Disabilities Act, 2016, and the fundamental right to life and personal liberty under Article 21 of the Constitution.
Current KYC Barriers Identified
The Court recognized that existing digital KYC processes create obstacles for persons with disabilities:
| Barrier Type | Specific Issues | Affected Population |
| Liveness Detection | Mandatory blinking, head movements, reading displayed codes | Acid attack survivors, visually impaired |
| Screen Compatibility | Lack of screen reader support, unlabeled form fields | Visually impaired persons |
| Visual Dependencies | Selfie capture, document alignment, front/back identification | Persons with visual impairments |
| Signature Verification | Non-acceptance of thumb impressions in digital platforms | Persons unable to sign consistently |
Legal Framework and Constitutional Mandate
Supreme Court’s Key Declarations
“Digital access is no longer merely a matter of policy discretion but has become a constitutional imperative to secure a life of dignity, autonomy and equal participation in public life.”
– Justice R. Mahadevan
The Supreme Court has firmly declared that digital access is no longer just a policy choice but a constitutional necessity to ensure individuals’ dignity, autonomy, and equal participation in society. This constitutional and legal mandate is grounded in several provisions: Article 21 guarantees the right to life with dignity, requiring digital services to be accessible to everyone; Section 3 of the Rights of Persons with Disabilities (RPwD) Act, 2016, ensures equality and prohibits discrimination against persons with disabilities; Section 40 mandates that all digital platforms adhere to established accessibility standards and Section 46 sets a two-year timeline within which service providers must achieve compliance with these accessibility requirements.
Supreme Court Directives: Banks & NBFCs Action Matrix
The Supreme Court issued twenty directives in the said judgement to ensure that services are not denied based on disability and digital services are accessible to all the citizens irrespective of the impairments. Most of these are for the regulators, while a few are for regulated entities.
Following is the list of actionables arising out of the directives for banks and NBFCs:
- Undergo mandatory periodic accessibility audits by certified professional[1], may involve PwD in user testing of apps/websites (SC directive ii);
- Procure or design devices or websites / applications / software in compliance of accessibility standards for ICT Products and Services as notified by Bureau of Indian Standards. This mandate applies to a broad spectrum of digital products and services, including :
- Websites and web applications;
- Mobile apps;
- KYC/e-KYC/video-KYC modules;
- Digital documents and electronic forms; and
- Hardware touchpoints (ATMs, self-service machines). (SC directive xi)
- Cannot reject PwD applications without proper human consideration, must record reasons for rejection. Banks and NBFCs may appoint a designated officer who shall be empowered to override automated rejections and approve applications on a case-by-case basis (SC directive xvi and KYC 2nd Amendment to Para 11 of the KYC Directions).
- In the process of customer due diligence, REs can accept Aadhaar Face Authentication as valid method for Authentication ( KYC 2nd Amendment to Para 16 of the KYC Directions).
- During the V-CIP process, REs cannot rely solely on eye-blinking for liveness verification. They must ensure liveness checks do not exclude persons with special needs. For this purpose, the officials of banks or NBFCs may ask varied questions to establish the liveness of the customer (KYC 2nd Amendment to Para 18(b)(i)).
Changes to the KYC Directions
Changes have been introduced in the KYC Directions via the KYC 2nd Amendment as a result of the SC verdict, these are captured in the diagram:
Implementation Plan
Based on the Supreme Court directive in Pragya Prasun & Ors. vs Union of India and the subsequent RBI notification, here is a comprehensive stage-wise action plan for implementing digital accessibility requirements for banks and NBFCs:
Phase 1: Immediate Compliance and Assessment
Actionables for REs under phase 1 are listed below:
- Stage 1.1: Current State Assessment
- Inventory all client facing platforms like digital platforms, mobile apps, websites, and KYC systems;
- Document current accessibility barriers and non-compliant features and identify high-risk areas requiring immediate attention.
- Stage 1.2: Policy Framework Development
- Amend the KYC Policy to incorporate accessibility clauses for PwD;
- Update existing KYC Policy to incorporate paper based KYC other than video based KYC (provided such verification methods shall not result in any discomfort to the applicant); and
- Make necessary changes to internal documents and SOPs to include disability-inclusive customer service protocols.
Phase 2: Technical Foundation and Alternative Methods
Actionables for REs under phase 2 are listed below:
- Stage 2.1: Alternative KYC Methods Implementation
- Implement alternative means of liveness detection other than blinking of an eye such as:
- Gesture-based verification (beyond eye blinking);
- Facial movement detection;
- Audio-based liveness checks; or
- Any other method feasible to the RE
- Provide notices regarding the alternative methods of KYC that the RE supports/provides to PwD
- In case of biometric based e-KYC verification, accept thumb impressions or AADHAAR face authentication or any other biometric alternatives.
- In case of paper-based KYC, strengthen offline processes as accessible alternatives in such a manner that the same shall not cause any discomfort to the applicant.
- Remove mandatory blinking requirements in video KYC.
- Implement alternative means of liveness detection other than blinking of an eye such as:
- Stage 2.2: Technical Infrastructure Updates
- Ensure that all digital platforms of the RE meet the accessibility standards for ICT Products and Services as notified by Bureau of Indian Standards
- Ensure that assistive technology is integrated into the current systems such as screen reader compatibility, voice navigation, etc.
- Stage 2.3: Data Capture Enhancements
- Modify KYC templates in such a way to add disability fields(type and percentage) to be able to serve better to the applicants
- Update database to capture disability-related information (including preferred communication and customer authentication methods) for appropriate service delivery
Phase 3: Process Redesign and Human Support
Actionables for REs under phase 3 are listed below:
- Stage 3.1: Human-Assisted Channels
- Establish dedicated helpline for PwD offering step-by-step assistance in completing the KYC process through voice or video support;
- Conduct staff sensitization and disability awareness programs across all offices/branches
- Authorise/allow support from nominated guardians/family members to assist in the KYC process
- In case of persons dependent on sign languages, video calling service with certified interpreters shall be provided
- Stage 3.2: Grievance Mechanism Setup
- May develop dedicated accessibility complaints system for disability-related issues
- Ensure manual assessment of rejected KYC applications
- Establish clear timelines and accountability for redressal of grievances
- Stage 3.3: Alternative Service Delivery
- Train BCs/agents for disability-inclusive KYC assistance
- Doorstep customer authentication for severely disabled applicants, provided that such facility shall not cause any discomfort to the applicant
Phase 4: Testing and Validation
Actionables for REs under phase 4 are listed below:
- Stage 4.1: User Acceptance Testing
- May involve PwD in testing phases
- Ensure a diverse disability testing- cover visual, hearing, physical, and cognitive impairments
- Ensure testing the complete customer journey from onboarding to service access
- Document and address all accessibility issues through feedback integration
- Stage 4.2: Third-Party Validation
- Engage an IAAP certified professional for conducting the accessibility audit
- Conduct security assessment of alternative authentication methods
Phase 5: Training and Capacity Building
Actionables for REs under phase 5 are listed below:
- Stage 5.1: Staff Development Programs
- Create comprehensive training modules for disability awareness and sensitivity, alternative KYC procedures, assistive technology usage, customer service best practices, etc.
- Conduct customized programs for different staff categories and ongoing skill development
- Stage 5.2: Vendor and Partner Training
- Ensure external partners such as BCs, tech-cendors, third-party service providers, etc. understand accessibility requirements
Phase 6 : Continuous Improvement and Compliance
Actionables for REs under phase 6 are listed below:
- Define the frequency of the accessibility audit and ensure that the audit is conducted on a regular basis (as per the decided frequency)
- Submit compliance status/plan of implementation to RBI as and when required
Closing Remarks
The Supreme Court’s judgment in the Pragya Prasun case elevates digital accessibility from a moral imperative to a constitutional mandate. Banks and NBFCs must view this not as a burden but as an opportunity to transform compliance into competitive advantage by becoming an accessibility leader.
[1] List of Empanelled Web Accessibility Auditors with Department of Empowerment of Persons with Disabilities, Ministry of Social Justice & Empowerment, Govt. of India.
Read More: Resources on KYC
Setu-ing the Standard: NPCI’s New Path to Aadhaar e-KYC
Archisman Bhattacharjee | finserv@vinodkothari.com
Introduction
The National Payments Corporation of India (NPCI), vide its notification NPCI/2024-25/e-KYC/003 dated 10 March 2025, formally introduced the e-KYC Setu facility. As outlined on NPCI’s official platform, e-KYC Setu enables Aadhaar-based e-KYC authentication under the Aadhaar (Targeted Delivery of Financial and Other Subsidies, Benefits and Services) Act, 2016 (Aadhaar Act), without disclosing the individual’s Aadhaar number to the requesting (verification-seeking) entity.
Designed as a one-stop onboarding solution for regulated financial-sector entities, e-KYC Setu leverages Aadhaar-based e-KYC services while ensuring compliance with privacy safeguards under the Aadhaar Act. A key feature and a significant compliance advantage is that regulated entities using e-KYC Setu are not required to obtain a separate notification under Section 11A of the Prevention of Money-laundering Act, 2002 (PMLA). This allows financial sector regulator entities to conduct Aadhaar-based authentication without directly collecting Aadhaar numbers or integrating with UIDAI as a licensed AUA/KUA, thereby reducing both operational complexity and regulatory burden.
In this article, we examine the regulatory implications for RBI-regulated entities, the legal permissibility for non-AUA/KUA entities to conduct authentication through e-KYC Setu, process how e-KYC setu operatives and the operational and business benefits of adopting this framework.
Read more →Bond Credit Enhancement Framework: Competitive, rational, reasonable
The RBI’s framework for partial credit enhancement for bonds has significant improvements over the last 2015 version
The RBI has released a new comprehensive framework for non-fund based support, including guarantees, co-acceptances, as well as partial credit enhancement (PCE) for bonds. The guidelines with respect to non-fund based facilities other than PCE are not applicable on NBFCs. The PCE framework has been significantly revamped, over its earlier 2015 version.
Note that PCE for corporate bonds was mentioned in the FM’s Budget 20251, specifically indicating the setting up of a PCE facility under the National Bank for Financing of Infrastructural Development (NaBFID).nd
The highlights of the new PCE framework are:
What is PCE?
Partial Credit Enhancement (PCE) is a risk-mitigating financial tool where a third party provides limited financial backing to improve the creditworthiness of a debt instrument. Provision of wrap or credit support for bonds is quite a common practice globally.
PCE is a contingent liquidity facility – it allows the bond issuer to draw upon the PCE provider to service the bond. For example, if a coupon payment of a bond is due and the issuer has difficulty in servicing the same, the issuer may tap the PCE facility and do the servicing. The amount so tapped becomes the liability of the issuer to the PCE provider, of course, subordinated to the bondholders. In this sense, the PCE facility is a contingent line of credit.
A situation of inability may arise at the time of eventual redemption of the bonds too – at that stage as well, the issuer may draw upon the PCE facility.
Since the credit support is partial and not total, the maximum claim of the bond issuer against the PCE provider is limited to the extent of guarantee – if there is a 20% guarantee, only 20% of the bond size may be drawn by the issuer. If the facility is revolving in nature, this 20% may refer to the maximum amount tapped at any point of time.
Given that bond defaults are quite often triggered by timing and not the eventual failure of the bond issuer, a PCE facility provides a great avenue for avoiding default and consequential downgrade. PCE provides a liquidity window, allowing the issuer to arrange liquidity in the meantime.
Who can be the guarantee provider?
PCE under the earlier framework could have been given by banks. The ambit of guarantee providers has been expanded to include SCBs, AIFIs, NBFCs in Top, Upper and Middle Layers and HFCs.
As may be known, entities such as NABFID have been tasked with promoting bond markets by giving credit support.
Who may be the bond issuers?
The PCE can be extended against bonds issued by corporates /special purpose vehicles (SPVs) for funding all types of projects and to bonds issued by Non-deposit taking NBFCs with asset size of ₹1,000 crore and above registered with RBI (including HFCs).
What are the key features of the bonds?
- REs may offer PCE only in respect of bonds whose pre-enhanced rating is “BBB minus” or better.
- REs shall not invest in corporate bonds which are credit enhanced by other REs. They may, however, provide other need based credit facilities (funded and/ or non-funded) to the corporate/ SPV.
- To be eligible for PCE, corporate bonds shall be rated by a minimum of two external credit rating agencies at all times.
- Further, additional conditions for providing PCE to bonds issued by NBFCs and HFCs:
- The tenor of the bond issued by NBFCs/ HFCs for which PCE is provided shall not be less than three years.
- The proceeds from the bonds backed by PCE from REs shall only be utilized for refinancing the existing debt of the NBFCs/ HFCs. Further, REs shall introduce appropriate mechanisms to monitor and ensure that the end-use condition is met.
What will be the form of PCE?
PCE shall be provided in the form of an irrevocable contingent line of credit (LOC) which will be drawn in case of shortfall in cash flows for servicing the bonds and thereby may improve the credit rating of the bond issue. The contingent facility may, at the discretion of the PCE providing RE, be made available as a revolving facility. Further, PCE cannot be provided by way of guarantee.
What is the difference between a guarantee and an LOC? If a guarantor is called upon to make payments for a beneficiary, the guarantor steps into the shoes of the creditor, and has the same claim against the beneficiary as the original creditor. For example, if a guarantor makes a payment for a bond issuer’s obligations, the guarantor will have the same rights as the bondholders (security, priority, etc). On the contrary, the LOC is simply a line of liquidity, and explicitly, the claims of the LOC provider are subordinated to the claims of the bondholders.
If the bond partly amortises, is the amount of the PCE proportionately reduced? This should not be so. In fact, the PCE facility continues till the amortisation of the bonds in full. It is quite natural to expect that the defaults by a bond issuer may be back-heavy. For example, if there is a 20% PCE, it may have to be used for making the last tranche of redemption of the bonds. Therefore, the liability of the PCE provider will come down only when the outstanding obligation of the bond issuer comes to less than the size of the PCE.
Any limits or restrictions on the quantum of PCE by a single RE?
The previous PCE framework restricted a single entity to providing only 20% of the total 50% PCE limit for a bond issuance. The sub-limit of 20% has now been removed, enabling single entity to provide upto 50% PCE support.
Further, the exposure of an RE by way of PCEs to bonds issued by an NBFC/ HFC shall be restricted to one percent of capital funds of the RE, within the extant single/ group borrower exposure limits.
Who can invest in credit-enhanced bonds?
Under the earlier framework, only the entities providing PCE were restricted from investing in the bonds they had credit-enhanced. However, the new Directions expand this restriction by prohibiting all REs from investing in bonds that have been credit-enhanced through a PCE, regardless of whether they are the PCE provider. The new regulations state that the same is with an intent to promote REs enabling wider investor participation.
This is, in fact, a major point that may need the attention of the regulator. A universal bar on all REs from investing in bonds which are wrapped by a PCE is neither desirable, nor optimal. Most bond placements are done by REs, and REs may have to warehouse the bonds. In addition, the treasuries of many REs make opportunistic investments in bonds.
Take, for instance, bonds credit enhanced by NABFID. The whole purpose of NABFID is to permit bonds to be issued by infrastructure sector entities, by which banks who may have extended funding will get an exit. But the treasuries of the very same banks may want to invest in the bonds, once the bonds have the backing of NABFID support. There is no reason why, for the sake of wider participation, investment by regulated entities should be barred. This is particularly at the present stage of India’s bond markets, where the markets are not liquid and mature enough to attract retail participation.
What is the impact on capital computation?
Under the new Directions the capital is required to be maintained by the REs providing PCE based on the PCE amount based on applicable risk weight to the pre-enhanced rating of the bond. Under the earlier framework, the capital was computed so as to be equal to the difference between the capital required on bond before credit enhancement and the capital required on bond after credit enhancement. That is, the earlier framework ensured that the PCE does not result into a capital release on a system-wide basis. This was not a logical provision, and we at VKC have made this point on various occasions2.
Paradox of privacy
Whether private NBFCs-ML are required to appoint IDs?
– Neha Malu, Associate | finserv@vinodkothari.com
Independent directors have long been regarded as critical instruments of corporate governance. They bring fresh perspectives, specialized knowledge and most importantly, an element of unbiased oversight to board deliberations. Think of them as neutral referees who ensure fair play in business operations and uphold the integrity of boardroom decisions. Their presence helps reduce conflicts of interest, curb excessive promoter influence and encourage more balanced and professionally informed decision-making.
Under the Companies Act, 2013, section 149 read with rule 4 of the Companies (Appointment and Qualifications of Directors) Rules, 2014 lays down the categories of companies that are mandatorily required to appoint independent directors[1]. These categories do not include private companies. The rationale is intuitive: private companies, by their very nature of being closely held, are presumed to function under greater internal control, thereby reducing the perceived need for external board oversight. The whole basis of “privacy” of a private company will be frustrated if there are independent persons on its board.
Further, wholly owned subsidiaries are explicitly exempted from the requirement to appoint independent directors under rule 4(2), regardless of their nature or size.
And accordingly, a point of regulatory discussion arises in the case of (i) private NBFCs and (ii) NBFCs that are wholly owned subsidiaries, classified in the middle layer or above under the SBR Master Directions. While the Companies Act, 2013 does not mandate the appointment of independent directors for private companies and explicitly exempts WOS from such requirement, the corporate governance provisions under the SBR Master Directions require the constitution of certain committees, the composition of which hints towards the presence of independent directors.
This gives rise to a key question: Does a private NBFC or a wholly owned subsidiary, solely by virtue of its classification under the middle layer or above, become subject to an obligation to appoint independent directors?
Committees for NBFC-ML and above, the composition of which includes IDs
Upon classification as an NBFC-ML or above, conformity with corporate governance standards becomes applicable. Below we discuss specifically about the committees, the composition of which also includes IDs:
| Name of the Committee | Composition | Remarks |
| Audit Committee [Para 94.1 of the SBR Master Directions] | Audit Committee, consisting of not less than three members of its Board of Directors. If an NBFC is required to constitute AC under section 177 of the Companies Act, 2013, the Committee so constituted shall be treated as the AC for the purpose of this para 94.1. | As per section 177, an AC shall comprise a minimum of three directors, with Independent Directors forming a majority. Hence, in case the NBFC is not covered under the provisions of section 177, the same may be constituted with any three directors, not necessarily being independent directors. |
| Nomination and Remuneration Committee [Para 94.2 of the SBR Master Directions] | Composition will be as per section 178 of the Companies Act, 2013. | The provisions indicate that the NRC shall have the constitution, powers, functions and duties as laid down in section 178. In this context, Companies Act requires every NRC to consist of at least three non-executive directors, out of which not less than one-half should be independent directors. |
| IT Strategy Committee [Para 6 of the Master Direction on Information Technology Governance, Risk, Controls and Assurance Practices] | The Committee shall be a Board-level IT Strategy Committee (a) Minimum of three directors as members (b) The Chairperson of the ITSC shall be an independent director and have substantial IT expertise in managing/ guiding information technology initiatives (c) Members are technically competent (d) CISO and Head of IT to be permanent invitee | Chairperson of the Committee is required to be an ID. |
| Review Committee [Master Direction on Treatment of Wilful Defaulters and Large Defaulters] | The Composition of the Committee shall be as follows: The MD/ CEO as chairperson; and Two independent directors or non-executive directors or equivalent officials serving as members. | Where the NBFC has not appointed IDs, NEDs or equivalent officials to serve as members of the Committee. |
Divergent Market Practices
With respect to appointment of IDs on the Board and induction in the Committees, two interpretations are seen in practice in the case of private companies and WOS:
First, since the Companies Act does not mandate the appointment of independent directors in the case of private companies and explicitly exempts WOS, private NBFCs and WOS often rely on these statutory exemptions. The SBR Master Directions make a general reference to the Companies Act without distinguishing between company categories, which further supports the view that these entities constitute the relevant committees without appointing independent directors.
Second, given that NBFCs in the middle layer or above have crossed the ₹1,000 crore asset threshold and fall under enhanced regulatory scrutiny, some take the view that such entities should align with the intended governance standards and appoint independent directors, even if not required under the Companies Act.
Closing thoughts
The SBR Framework takes into account the systemic concerns associated with different NBFCs and thus classifies them into different layers. The corporate governance norms are applicable to ML, UL and TL NBFCs, which, given their asset sizes, are expected to operate at huge volumes and carry a great magnitude of risks. Such NBFCs may have access to public funds (by way of bank borrowings, debenture issuance etc.), wherein large lenders or public would have exposures and consequent high systemic risks. Hence, looking at the constitution (that is whether the NBFC is a private limited or public limited) becomes less important, and looking at the size, activity and function becomes more important.
Thus, it may not be right to conclude that NBFCs registered as private companies and WOS can do away with the mandatory composition prescriptions merely due to the constitutional form of their entity. Looking at the intent and idea of SBR Framework, the applicable NBFCs may be required to appoint independent directors irrespective of the form of their constitution. The scale-based regulation emanates from the idea that NBFCs having high risk should be effectively monitored. Thus, the regulations should be followed in spirit to effectively mitigate the risks arising in the course of the NBFC’s functioning.
[1] Pursuant to the provisions of section 149(4) of the Companies Act read with rule 4 of the Companies (Appointment and Qualifications of Directors) Rules, 2014, following companies are mandatorily required to appoint independent directions: listed companies, public companies having paid up share capital of ten crore rupees or more; or turnover of one hundred crore rupees or more; or having in aggregate, outstanding loans, debentures and deposits, exceeding fifty crore rupees as per the latest audited financial statements.
Read more:
What is a non-banking financial company?
Resources on Scale Based Regulations
New Tamil Nadu Law on Coercive Recovery – Alarm bells for NBFCs?
Aditya Iyer | Manager, Legal | finserv@vinodkothari.com
At a glance
On June 09, 2025, the Tamil Nadu Money Lending Entities (Prevention of Coercive Actions) Act, 2025 was notified (hereafter referred to as ‘Act’). The Act aims to protect vulnerable groups from the coercive recovery practices perpetrated by microfinance institutions, money-lending agencies, and organisations operating in the state of Tamil Nadu. Violations of the Act are subject to penalties, including imprisonment and fines.
While the Act is not generally applicable to RBI-regulated entities, certain provisions on coercive recovery practices (Sections 20 – 26), are made applicable upon NBFCs functioning in Tamil Nadu. The term “functioning” is quite broad, and would appear to include in its ambit entities with branches, and also those conducting business in the state.
Non-compliance with these provisions can also result in the concerned persons of the NBFCs being punished with imprisonment and fines.
What is curious, however, is the differentiation made between banks and NBFCs. The said provisions are not made applicable to banks, but apply to NBFCs. This is notwithstanding the fact that NBFC recovery practices are just as heavily regulated by the RBI, as those of banks, and borrowers already have recourse available to them through the RBI ombudsman, and consumer protection courts.
Indeed, such recourse may be more speedy, and efficacious (as those bodies specialise in such matters), as compared to the police machinery and criminal procedure (which are already burdened with backlogs and heavy case-load). The provisions are also quite subjective and ambiguous in their interpretation (as will be outlined below), and there is certainly a risk that this will result in a slew of complaints by delinquent borrowers, which will serve to stall recoveries further.
Hence, one is at the outset unable to trace the rational nexus behind the differential classification/treatment (between the banks and NBFCs), and the object sought to be achieved[1].
Unpacking the applicable provisions
NBFCs functioning in the state of Tamil Nadu would need to ensure that “no borrower or any of his family members shall be subject to coercive recovery action by a money lending agent, or its agents while recovering a loan from the borrower”. It is to be noted that “coercive recovery action” is nowhere defined in the Act. Section 3(a) states that “coercive actions” are as understood under Section 20, and Section 20 gives only an indicative list of what such coercive actions may be.
Hence, what is “coercion” is only understood by inference, however reference may also be made to the definition of coercion under Section 15 of The Indian Contract Act, 1872, where coercion is the “the committing, or threatening to commit, any act forbidden by the Indian Penal Code (45 of 1860) or the unlawful detaining, or threatening to detain, any property, to the prejudice of any person whatever, with the intention of causing any person to enter into an agreement. “
Under Section 20(2) of the Act, the following may be flagged as coercive, and hence, NBFCS would need to take note of the same:
| Coercive actions under Section 20(2) of the Act |
| Provision: Obstructing/using violence to, or insulting, or intimidating the borrower or any of his family members Punishment for contravention: Imprisonment for a term which may extend to three years / fine of five-lakhs / or both. |
| Provision: Persistently following the borrower or any of his family members from place to place, or interfering with any property owned or used by them, or depriving them of or hindering them in the use of, any such property Punishment for contravention: Imprisonment for a term which may extend to three years / fine of five-lakhs / or both. Our comments: Sticky borrowers may be reluctant to repay unless persistently followed up with, particularly when the borrowers themselves are moving “from place to place” to avoid repaying amounts due. However what seems to be prohibited here is “stalking” the borrower, and obstructing their daily activities. As regards hindering the borrower in the use of “any property”, in our view, the property here should not be understood to mean the collateral provided by the borrower, or the primary security created out of the disbursed funds. Such an interpretation would cast a chilling effect on the basic assurances available to lenders in secured lending. |
| Provision: Frequenting the house or other place where the borrower resides or works, or carries on business, or happens to be, with an intention of taking coercive action Punishment for contravention: Imprisonment for a term which may extend to three years / fine of five-lakhs / or both. Our comments: Frequenting the borrower’s house or workplace may be inevitable in cases of high DPDs, and persistent defaults. However, whether or not there was an “intention of taking coercive action” is an entirely fact-sensitive matter, which would require analysis by the courts. Such subjectivity may become an avenue for frivolous complaints by defaulting borrowers. |
| Provision: Using the service of private or outsourced or external agencies, to negotiate or urging the borrower to make payment using coercive and undue influence; Punishment for contravention: Imprisonment for a term which may extend to five years / fine of five-lakhs / or both. Our comments: What appears to be restricted here is not the mere use of business correspondents or outsourced agents for recovery, but rather using them as an instrumentality for the coercive recovery. Essentially, even if the coercive recovery is not directly done by the lenders themselves they will still be held accountable for the same. |
| Provision: Seeking to take forcibly any document of the borrower which entitles him to a benefit under any Government programme, any other vital documents, articles or household belongings Punishment for contravention: Imprisonment for a term which may extend to five years / fine of five-lakhs / or both. Our comments: Refer to comments under Row 2, specifically with regards to collateral property and security. |
Who would be punished?
In case of NBFCs, the punishment may be imposed on the following persons (See Section 26 of the Act):
- Every person who, at the time of the offence being committed, was in charge of and responsible for the business of the Company. Provided that, such persons shall not be liable to punishment if: (i) they prove the offence was committed without their knowledge; and (ii) all due diligence was exercised to prevent the commission of the offence.
- In addition to the above, the director, manager, secretary, or other officer, due to whose consent/connivance/neglect/ the offence had been committed, shall also be liable to be proceeded against and punished accordingly.
Should it apply to RBI regulated entities?
Notwithstanding the noble sentiments around protecting borrowers from Shylockian lending, the question here is, can/should such a state money-lending enactment also apply to RBI-regulated entities? Especially considering that there are already exhaustive regulations around the recovery practices (including for MFIs, the concerns around which the Act purports to address).
The Apex Court had ruled on this in Nedumpilli Finance Company Ltd. v. State of Kerala. Here, the Court held that because the RBI Act and control over NBFCs are traceable to entries under List I of the Seventh Schedule of the Constitution, Article 246(1) of the Constitution would come into play. This grants parliament exclusive law-making power over the said entries. Further, Section 45Q of the RBI Act provides an overriding effect to Chapter III of the RBI Act and regulations made thereunder (which are of a statutory nature).
Hence, it is understood that such state money lending enactments cannot apply to NBFCs. For interested readers, we have written on this judgment here, and have also covered the constitutional analysis from an earlier judgment by the Gujarat HC, here.
In the final analysis, the RBI (already) regulates NBFCs from “cradle to grave”. As observed by the Hon’ble Supreme Court, unlike state enactments, which have a one-eyed approach of borrower protection, the RBI Act takes a holistic approach to lending business. And, “all activities of NBFCs automatically come under the scanner of the RBI. As a consequence, the single aspect of taking care of the interest of the borrowers, which is sought to be achieved by the State enactments, gets subsumed in the provisions of Chapter IIIB”.
Related Resources
- Our analysis of the Hon’ble Supreme Court’s judgment in Nedumpilli Finance Company Limited vs State of Kerala, here: https://vinodkothari.com/2022/05/state-moneylending-laws-dont-apply-to-nbfcs-holds-sc/#_ftn4
- Analysis of the Gujarat High Court’s judgment in Radhe Estate Developers Vs. Versus Mehta Integrated Finance Co. Ltd, here: https://vinodkothari.com/wp-content/uploads/2017/03/Inapplicability_of_money_lending_laws_to_regulated_NBFCs-1.pdf
- Our explainer on the Karnataka Microfinance Ordinance, here: https://vinodkothari.com/2025/02/karnataka-micro-loan-and-small-loan-ordinance-2025/
[1] Referring to the doctrine of reasonable classification under Article 14 of the Constitution.
Multi-lender LSPs – Compliance & Considerations
– Aditya Iyer, Manager (Legal) (finserv@vinodkothari.com)
- The illusion of choice – a consumer’s woe
Consider this: you’re out shopping on a Saturday afternoon for a perfect pair of jeans. You stop by a store that retails multiple brands and boasts the best variety. With a salesperson to guide you, you make your pick after careful diligence and comparison, and finally check out. Hours later, however, you discover that certain brands were selling better trousers at a lower price point, in the very same store, but these were deliberately obscured from your vision. Now, you feel duped, hurt and confused.
It’s still the same product. However, what has changed is your ability to make an informed choice. What’s worse, indeed, is that you were made to believe that you had an informed choice.
A sincere consumer, shopping for trousers from a multi-brand store.
- Multi-lender LSPs (MLLs)
Drawing parallels from the above, in the lending space, a similar tale unfolds. There is an emerging class of platforms that operate as Multi-lender LSPs (MLLs). These MLLs undertake the sourcing function for multiple lenders against a given product. For instance, Partner ‘A’ may act as a sourcing agent via its platform for unsecured personal loans offered by Lenders X, Y, and Z.
In this case, the consumer may be onboarded onto the platform and be under the impression that they are making an informed choice, and receiving an impartial display of all options for the given loan product. If this is indeed the case, then there is no issue. However, it is possible that due to factors including (a) certain Lender-LSP Arrangements, and (b) differences in the commission received from various lenders, the loan product of a particular lender may be pushed to the borrower. The borrower may also be influenced towards making a particular selection through the use of deceptive design practices designed to subvert their decision-making process (Dark Patterns – for more, see our resource here).
Here, the lack of choice and transparency, and insufficient disclosure in the sourcing process would be an unfair lending practice. And unlike a simple pair of trousers, here the consumer’s hard-earned money and personal finances are at stake.
A similar tale unfolds on a multi-lender platform.
- Requirements for REs under the Digital Lending Directions, 2025
- Para 6 of the DL Directions
In order to protect the borrower and their right to choose, the RBI vide the Digital Lending Directions, 2025 (‘DL Directions’) has prescribed additional requirements upon REs contracting with such MLLs (refer to our article on the DL Directions here).
These requirements under Para 6 of the DL Directions are applicable upon “RE-LSP arrangements involving multiple lenders”, and pertain to:
- The borrower being provided a digital view of all the loan offers which meet the borrower’s requirements.
- A view of the unmatched lenders as well.
- The digital view would have to include the KFS, APR, and penal charges if any of all the lenders, to display terms in a comparable manner.
- The content displayed should be unbiased and objective, free from the influence of any dark patterns or deceptive design practices designed to favour a given product.
The RBI’s annual report for FY 2024-2025 also reveals that the rationale behind these additions was to mitigate risks arising out of LSPs that display the loan offers in a discretionary way, and “which seldom display all available loan offers to the borrower for making an informed choice”. These requirements were, of course, first published via the Draft Guidelines on ‘Digital Lending – Transparency in Aggregation of Loan Products for Multiple Lenders’ (our team’s views on the same may be found here).
- Multi-lender LSP v. LSP working for multiple lenders – Is there a difference?
Although this may not be immediately apparent from the language, the “RE-LSP arrangements involving multiple lenders” being contemplated here (in our view) are not RE-LSP arrangements where a single LSP is contracting with multiple REs, each for a separate product, but rather the MLLs described above.
For example, consider a scenario where the LSP works with Lender ‘A’ for vehicle loans, Lender ‘B’ for personal loans, Lender ‘C’ for gold loans and so on. Would this then be considered a Multi-lender LSP requiring compliance under Para 6 of the DL Directions? In our view, no.
Here, because each borrower has only a single lender for a particular product, there is no question of their ability to choose being prejudiced, or there being a need to draw a comparison between the terms offered by multiple lenders. Hence, the requirements under Para 6 of the DL Directions would not be applicable upon REs contracting with such LSPs.
Such requirements would only become relevant in the case where the LSP is undertaking sourcing for multiple lenders against a particular product. In such a case, because the borrower is under the impression that they have a choice, it becomes crucial to protect the borrower’s ability to make that choice (in an informed, transparent, and non-discriminatory manner).
- Consumer Protection Act, 2019
Additionally, with reference to the above scenario, under Section 2(9) of the Consumer Protection Act, the following (amongst others) have been recognised as consumer rights (upon violation of which the consumer can seek redressal):
- Right to be informed: “the right to be informed about the quality, quantity, potency, purity, standard and price of goods, products or services, as the case may be, so as to protect the consumer against unfair trade practices”
- Access to competitive prices: “the right to be assured, wherever possible, access to a variety of goods, products or services at competitive prices”.
In our view, with respect to MLLs, this may be interpreted to mean that the borrower has a right to be informed of the comparable options and to receive an impartial, unbiased, and competitive display of the terms to enable their decision-making.
Finally, it is to be noted that such MLLs, would also qualify as “E-Commerce Entities” under the Consumer Protection (E-Commerce) Rules, and the said rules inter alia cast a duty upon such entities to ensure that they do not adopt any unfair trade practice, whether in course of business on its platform, or otherwise [Rule (4)(2)]. Under the E-commerce Rules, a “marketplace e-commerce entity” is an e-commerce entity providing an information technology platform to facilitate transactions between buyers and sellers. Marketplace e-commerce entities are required to ensure that:
- All the details about the sellers necessary to help the buyer make an informed decision at the pre-purchase stage are “displayed prominently in an appropriate place on its platform”
To the extent MLLs would meet this definition, they would also need to ensure the same.
Guidelines on Settlement of Dues of borrowers by ARC
– Team Finserv (finserv@vinodkothari.com)
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