RBI Releases New Recommendations for Core Investment Companies (CICs)

Shubham Chauhan

25 Nov, 2019

The Working Group Committee constituted by RBI has recommended the constitution of Board Level Committees such as Audit Committee, Nomination and Remuneration Committee, Group Risk Management Committee for Core Investment Companies (CICs).

On July 03, 2019, The Reserve Bank of India had constituted a Working Group (WG) to Review Regulatory and Supervisory Framework for Core Investment Companies (CICs). Shri Tapan Ray, former Secretary, Ministry of Corporate Affairs, Government of India was declared as the Chairperson of the Working Group. Earlier in August 2010, RBI had introduced a separate framework for the regulations of systematically important Core Investment Companies (CICs), recognising a difference in the business model of a holding company relative to other NBFCs.

What is a Core Investment Company (CIC)?

CICs are Non-Banking Financial Companies with asset size of Rs. 100 crore and above which carries on the business of acquisition of shares and securities. These Companies hold more than 90 % of its net assets in the form of investment in equity shares, preference share, bonds, debentures, debt or loans in group companies.

The reason why RBI constituted a Working Group (WG) for Core Investment Companies (CICs)

RBI saw a need to strengthen the corporate governance framework of Core Investment Companies (CICs) and hence decided to constitute a six-member Working Group (WG) headed by Shri.Tapan Ray. The main guidelines of the working group included the examination of the current regulatory framework for CICs in terms of adequacy, efficacy and effectiveness of every component and therefore, suggest changes.     

 The key recommendations given by the Working Group for Core Investment Companies (CICs)  are as follows :

• The Working group suggests that step down CICs may not be allowed to invest in any other CIC while enabling them to invest freely in other group companies. Apart from this, the committee also suggests that the capital contribution by a CIC in a step-down CIC, over and above 10% of its funds, should be deducted from its adjusted net worth, as applicable to other NBFCs.
• The Working group recommends that the number of layers of CICs in a group should be restricted to two. It further suggests that any CIC within a group shall not invest more than a total of two layers of CICs, including itself.
• To strengthen the governance practices, the Working Group Committee mandates the constitution of the Board Level Committees, namely audit committee, nomination and remuneration committee and group risk management committee.
• At present, CICs are not required to submit off-site returns or Statutory Auditors Certificate (SAC). However, the Working Group Committee suggested that RBI may design the offsite returns and prescribe it for CICs on the lines of other NBFCs. The committee further recommended the annual submission of Statutory Auditors Certificate (SAC).
• The Working Group also suggested a periodic, onsite inspection of CICs.

NOTE: All these recommendations put forward by the Working Group will have to be implemented by Core Investment Companies (CICs) if the Reserve Bank of India (RBI) decides to accept these suggestions. The Working Group has placed the above report on the RBI website for comments of stakeholders and members of the public. Comments on the report may be sent by November 30, 2019, through e-mail.