Non-Banking Financial Company Due Diligence- An Overview

Non-Banking Financial Company due diligence is a process that involves assessing the various aspects of the company. It is carried out by professionals, including auditors, lawyers, compliance specialists, and chartered accountants.

With Enterslice’s network of 10,000+ professionals, including CAs, CS, Lawyers, etc., we strive to provide tailored solutions to ensure the smooth functioning of your NBFC, so you can focus on what really matters for your business, generating large profits. Utilize our services for NBFC due diligence and easily monitor compliance.

KYC-AML Compliance

Annual Tax Reporting

Financial Audit Analysis

RBI-Prescribed Compliance Expertise

IT Infrastructure Assessment

Legal Disputes & Notice Assessments

Agreement & NDA Reviews

IPR Monitoring and Renewals

Evaluation of Foreign Direct Investment

Fulfil Your NBFC Due Diligence with Enterslice

Complete your NBFC due diligence compliance obligations with Enterslice’s expert compliance guidance. Speak to our regulatory experts via the 30-minute consultation facility offered by Enterslice.

get_started_img

Key Areas in the NBFC Due Diligence Process

Find out the key areas in the NBFC due diligence process in India, as explained below:

Corporate

Corporate

Review of the company’s charter, memorandum of association, and articles of association.

Foreign Direct Investment

Foreign Direct Investment

Examination of all types of FDIs to ensure compliance with RBI and international investment authorities.

Financial Accounting Statements

Financial Accounting Statements

Evaluation and analysis of balance sheets, income statements, and expense reports for NBFC due diligence.

Real Estate Assets and Property

Real Estate Assets and Property

Complete assessment of properties owned and rented by the NBFC.

Human Resources

Human Resources

Compliance and alignment with labour laws and examination of the HR workforce.

NBFC’s IPR

NBFC’s IPR

Review, renewal, and examination of NBFC’s intellectual properties (IPR), including trademarks, copyrights, patents, and designs.

Meetings

Meetings

Analysis of the annual general meetings to ensure appropriate decision-making and smooth internal functionality of the NBFC.

Meetings

Agreements

Analysis and review of various types of agreements, including mortgage, lease, rental space, and partnership agreements.

Meetings

Secretarial Compliance

Authentication of company record-keeping and mandatory reporting obligations.

Meetings

RBI-Specific Compliance

Ensuring complete compliance with the Reserve Bank of India’s post-registration rules.

Meetings

Civil/Legal Disputes

Monitoring of outstanding lawsuits and related proceedings.

Meetings

Insurance Compliance

Evaluation of insurance claims and risk mitigation by the management.

Meetings

Taxation Compliance

Scrutiny of corporate income, GST, personal tax, TDS, property, or other relevant tax return filings and payments.

Benefits of NBFC Due Diligence in India

Explore the various NBFC due diligence, including protection of clients, ensuring compliance with the RBI, and improving the governance of the company.

Risk Management

During the due diligence, you can find non-performing assets (NPA) and financial irregularities, helping resolve legal disputes, avoid penalties, and settle customer issues.

Compliance

The NBFC due diligence assists in complying with RBI, Companies Act 2013, and FEMA to prevent license or registration revocation.

Enhances Company Valuation

Due diligence provides an overview of the legal entity’s financial position, helping stakeholders and investors make informed decisions before mergers.

Improves IT Infrastructure

Assessment and improvement of the technical infrastructure prevent system failures and security breaches of data.

Increase Creditworthiness

A due diligence report demonstrates reliability and credibility to investors, venture capitalists, and stakeholders.

Brand Recognition

Regular due diligence compliance establishes brand and competitive edge, promoting transparency and good corporate governance.

Fraud Detection & Prevention

KYC and AML investigations help uncover unusual, suspicious, or fraudulent transactions, supporting anti-money laundering and counter-terrorism efforts.

Legal Compliance to Be Checked for NBFC Due Diligence

To fulfil NBFC due diligence, the following legal compliance must be thoroughly checked as per the RBI guidelines:

  • Creation of Statutory Reserve: In accordance with section 45-IC of the Reserve Bank of India Act of 1934, all NBFCs must create a reserve fund with 20% of their net profit before dividend distribution.
  • Registration of the NBFC with the KYC Portal: Each NBFC should be registered with the KYC portal with complete information and documentation.
  • Enrolment & Subsequent Registration with the Financial Intelligence Unit (FIU-Ind): Every NBFC must authenticate the identity of its clients and furnish their records to the Financial Intelligence Unit of India in accordance with the Prevention of Money Laundering Act of 2002 and subsequent regulations.
  • Appointment of Nominated Counsels: NBFCs that are legally entitled to use Sections 13 and 14 of the SARFAESI Act must appoint “nominated counsels” in the designated state’s high court. After such nomination, the entity is obligated to notify the Central Registry of Securitisation, Asset Reconstruction, and Security Interest (CERSAI).
  • Acquirement of Credit Information Company (CIC) Membership: The Non-Banking Financial Company due diligence is incomplete without its membership with the CIC as per the RBI rules.
  • Statutory Audit Report Submission to RBI: The auditor’s report and statutory audit certificate must be verified as part of the NBFC due diligence compliance.

Financial Compliance for NBFC Due Diligence

The financial compliance for NBFC due diligence includes reviewing financial statements, comparing debt-to-equity ratios, and assessing the monetary value of the entity.

  • Examination of Financial Reports:
    Your authorized auditor must conduct a review of the NBFC’s balance sheets, profit & loss, and cash inflow statements. You must check how asset allocation takes place in accordance with the RBI guidelines. The evaluation of the company’s leverage and liquidity should be checked by the investigator.
  • Assessment of Debt and Equity:
    We’ll examine the company’s assets to identify the danger zones and recurrence of using numerous asset instructions. We’ll also evaluate the different types of debts and liabilities.
  • Evaluation of the Entity’s Profitability:
    As your compliance officer, we’ll compare the debt-to-equity ratios in terms of the profit and loss margin over time. A comparative study must be carried out on how the ratios affect the company’s finances.

Operations Compliance for Non-Banking Financial Company Due Diligence

Operations compliance for Non-Banking Financial Company due diligence is required to check if the entity is working efficiently as per its objectives. The compliance is carried out as described below:

  • Examination of the Business Model:
    We’ll check how your NBFC lends, invests, and carries out its financial activities in accordance with your business plan and model.
  • Identifying the Target Market:
    Our market research analyst will identify and evaluate the target market. They’ll review the markets where your NBFC services are in high demand with the target consumers.
  • Evaluating the Competitors:
    We’ll assess your competitors’ products and services to enhance your market strategy and product reputation in the market. Our associates will ensure to pinpoint the exact issues that require your key attention in order to stand out as your NBFC.
  • Sustainability Check:
    To ensure your entity stands tall against the market fluctuation, we’ll conduct an in-depth analysis of the market trends, regulatory amendments, and financial sustainability against your NBFC’s commercial model.

How to Complete NBFC Due Diligence with Enterslice?

Scroll down and find out how you can complete NBFC due diligence on various aspects, including legal, AML, financial, and tax, with Enterslice’s expert guidance.

Contact us- 30-Minute Consultation

Contact and engage with our business expert to get guidance as per your company’s requirements.

Preparation of Checklist

Once you’ve signed up with us, we’ll assign an individual professional for the type of diligence you want conducted through us. Legal, financial, accounting, or Tax.

Identification of Sources

We’ll identify and review various records, including pending legal disputes, financial statements, company incorporation statements, tax receipts, and statutory reserves.

Investigation

Once we’ve identified the area, we’ll put our best auditors and professionals to investigate it to record any discrepancies.

Due Diligence Completion

After checking the authenticity of all documents, finding problem areas, and taking effective measures to address the issues with solutions.

Documents for Non-Banking Financial Company Due Diligence

The list of documents required for a non-banking financial company due diligence:

Memorandum of Association (MOA)

Articles of Association (AOA)

A copy of the original incorporation certificate

Meeting minutes of MOM compliance

Bank statements

Audited balance sheets and account statements

Cash flow information

Details about all the clients

A well-structured NBFC business model

Information on employees in the NBFC

Annual tax return receipts

Statement on computation of income tax liability

VAT returns payment receipts

TDS returns

Materials agreements

IPR agreements

Net-worth certificate

Checkpoints for Non-Banking Financial Company Due Diligence

Check out the basic checkpoints for Non-Banking Financial Company Due Diligence as listed below:

  • The company must be registered as an NBFC by the Reserve Bank of India (RBI).
  • It should be in compliance with Section 45-IC of the Reserve Bank of India Act of 1934.
  • The applicant must list the complete company information and authorized capital.
  • Company registration certificate with ID and date of incorporation
  • Last date of the annual general meeting.
  • Deposited paid-up capital.
  • The current status of the company.
  • Latest balance sheet and income statement
  • Number of secured loans
  • Details of the authorized lenders of the company.
  • Details of directors and managing director
  • Certificate of membership of a Credit Information Company (CIC)
  • Audited financial statement by a certified CA.

Points to Remember for NBFC Due Diligence

Remember the key points for collecting information and conducting NBFC due diligence as mentioned below:

  • Preparation of a checklist of different kinds of information.
  • Identification of the sources of the collected data.
  • Assembling the documents.
  • Appointment of professionals for the collection and conduct of the said due diligence compliance.
  • Analysis of market trends and fluctuations.
compliances_img

Key Cases Where NBFC Due Diligence is Required

Have a look at the key cases where NBFC due diligence is required-

  • Mergers and Acquisitions (M&A)
  • Investment and Funding from Investors and Venture Capitalists
  • Regulatory Compliance and Licensing
  • Risk Assessment and Credit Rating
  • Expanding into New Markets or Products
  • Debt Recovery and Restructuring
  • Fraud Prevention and Forensic Investigations
  • Asset Quality Review (AQR)
  • Financial Restructuring or Insolvency
compliances_img

Why Trust Enterslice for NBFC Due Diligence?

We have over a decade of experience as India’s top compliance service provider. Get started with us for NBFC due diligence from anywhere in India. Below are the key reasons why you should trust Enterslice for NBFC due diligence compliance:

  • A network of 10,000+ lawyers, compliance specialists, CAs, and CS
  • Stress and error-free filing
  • 30% turnaround time for a non-banking financial company due diligence
  • Covering around 100+ cities
  • No hidden charges - transparent pricing structure
  • No government visits required - complete your obligation from the comfort of your phone
  • Lifetime free consultation after you sign up for NBFC due diligence services
  • Full end-to-end client support by experienced professionals with a combined experience of 40 years
  • Get real-time updates on your service process via the individual manager

Frequently Asked Questions on NBFC Due Diligence

A non-banking financial company's due diligence is a voluntary procedure that helps identify potential risks within the organization.

The major areas of NBFC due diligence are as follows:
  • Foreign direct investment (FDI)
  • Financial statements of the company
  • Human resources
  • IPR held by the NBFC
  • Certificate of KYC registration and other compliance with the RBI
  • Agreements entered into by the company
  • Legal disputes, pending and otherwise, in the entity’s name
  • Insurance claims of the company
  • Tax receipts and other related regulatory compliance requirements

The key advantages of due diligence compliance are as follows:
  • It identifies accounting and financial inaccuracies and risks.
  • The diligence process helps prevent fraud and misreporting.
  • It protects the lenders from credit risks.
  • The due diligence helps investors and stakeholders make sound decisions.

The list of individuals and entities that are eligible to conduct a non-banking financial company is as follows:
  • Chartered Accountants
  • Investment bankers
  • Financial advisors
  • Compliance service providers
  • Company secretary (CS)
  • Legal professional advisories
  • Risk consultants

The documents needed for a non-banking financial company due diligence are as follows:
  • The NBFC certificate of registration by the RBI.
  • The GST and Permanent Account Number (PAN).
  • Tax Deduction Account Number (TAN) registration ID.
  • Incorporation documents, including MOA, AOA, company charter, net owned fund certified by a CA, and a registered business office address agreement (lease or rental).
  • A resolution of the board of directors.
  • Minutes of meetings on important decisions.
  • Audited financial statements of auditors
  • Net worth of the NBFC certified by a chartered accountant.

The NBFC due diligence compliance is needed during:
  • Operational improvement assessment
  • Mergers and acquisitions
  • Partnership with fintech and digital lenders
  • Regular audits are conducted for the detection of fraudulent activities and financial irregularities.
  • To improve risk and IT infrastructure.
  • To comply with statutory audits by the Indian tax authorities.

A statutory audit is conducted by a certified auditor, and it is legally mandated, whereas an NBFC compliance is conducted to enhance the systems and comply with RBI guidelines and latest innovation alignments.

The RBI mandates that one take around 3 to 6 months. However, a voluntary one can take up to 3 to 6 weeks, depending on the size and departments of the NBFC.

  • Non-compliance with RBI regulations.
  • Large amount of non-performing assets (NPAs) and unsecured loans disbursals.
  • Outdated IT systems
  • Pending legal disputes and unresolved customer complaints.
  • Tax fraud, unpaid tax returns, late filings, and GST mismatches.
  • Weak risk mitigation system.
  • Financial fraud and anti-money laundering.

The commercial compliance, also known as operations compliance due diligence, includes the following:
  • Evaluation of the NBFC compared to its competitors.
  • Examination of the customers’ relationship with the RBI-registered entity.
  • Checking the company’s brand reputation in the consumer market.
  • Analysis of the sales and market strategies to increase the quarterly and annual targets, enhancing the business growth.
  • Cross-examining the company’s future goals with its current success graph.
  • Ensuring the targets are being met as per the model and plan.

The list of main legal compliances that all NBFCs must follow is as follows:
  • Transfer of 20% of annual profits before dividend distribution.
  • Mandatory KYC registration
  • Confirmation of client identities in accordance with the PMLA rules through FIU registration.
  • Appointment of a counsel (high court) and subsequent registration on CRILC pursuant to the SARFAESI Act.
  • Obtaining membership in RBI-approved credit information companies.
  • Continuous monitoring of RBI circulars and news updates to timely alignment with regulatory policies.

The main points to check for an IT due diligence for an NBFC entity are as follows:
  • Review of the web-site policies, including terms & conditions, privacy, refund, child safety policies.
  • Evaluation of the vendor risk mitigation policy.
  • Examination of the servers, networks, firewalls, cloud storage, and hard drive.
  • Complete overhaul of the cybersecurity, including security tools, threat detection systems, insurance policy, logs, and audit trails.
  • Review of third-party vendors and related service level agreements (SLAs) and non-disclosure agreements (NDAs).
  • Assessment of the API systems and security integration.
  • Alignment of the entire IP infrastructure with regulatory policies and requirements.

Related Services

Our Awards Our Awards

Top 100 Companies in Asia - Red Herring
Top 100 Companies in Asia - Red Herring

Red Herring Top 100 Asia enlists outstanding entrepreneurs and promising companies. It selects the award winners from approximately 2000 privately financed companies each year in the Asia. Since 1996, Red Herring has kept tabs on these up-and-comers. Red Herring editors were among the first to recognize that companies such as Google, Facebook, Kakao, Alibaba, Twitter, Rakuten, Salesforce.com, Xiaomi and YouTube would change the way we live and work.

Top 25 in India - Consultants Review

Researchers have found out that organization using new technologies in their accounting and tax have better productivity as compared to those using the traditional methods. Complying with the recent technological trends in the accounting industry, Enterslice was formed to focus on the emerging start up companies and bring innovation in their traditional Chartered Accountants & Legal profession services, disrupt traditional Chartered Accountants practice mechanism & Lawyers.

Top 25 in India - Consultants Review

We partner with more than 100+ companies

-- Testimonials

Don't take our word for it

In the news