The International Financial Services Centres Authority (“IFSCA”), with powers conferred under Section 12 and Section 13 of the International Financial Services Centres Authority Act, 2019, vide Circular No. F. No. 172/IFSCA/Finance Company Regulations/2025-26/01,[1] dated April 04, 2025 (“Circular”), made amendments to the ‘Guidelines on Corporate Governance and Disclosure Requirements for Finance Companies’ (“Corporate Governance Guidelines”). The provisions of this Circular shall come into effect immediately.
IFSCA has made amendments to the Corporate Governance Guidelines to ensure alignment with the latest updates in the IFSCA (Finance Company) Regulations, 2021(“FC Regulations”) and the newly introduced Framework for Finance Company/Finance Unit undertaking the activity of Global/ Regional Corporate Treasury Centres, which was introduced on April 04, 2025 (the “Finance Company Framework”).
The key features of the Circular include:
I. Reference to FC Regulations and Previous Guidelines:
- The amendments to the Corporate Governance Guidelines align them with the FC Regulations, which were amended up to July 01, 2022.
- The previous Corporate Governance Guidelines, are now updated to match the latest regulatory framework, including the Finance Company Framework.
II. Revised Clause 3 (Applicability):
Clause 3 of the Corporate Governance Guidelines has been revised to reflect the applicability of the guidelines based on the type of activities the Finance Company intends to undertake:
- The generic guidelines outlined in Part I of the Corporate Governance Guidelines shall now apply to all Finance Companies registered with IFSCA under Regulation 3 of the FC Regulations. However, this shall exclude Finance Companies which are registered for the specific activity of operating as Global/ Regional Corporate Treasury Centres.
- The detailed guidelines contained in Part II of the Corporate Governance Guidelines shall now apply to Finance Companies registered with IFSCA under Regulation 3 of the Finance Company Regulations. These guidelines contained in Part II of the Corporate Governance Guidelines shall be meant for Finance Companies intending to undertake core activities (with or without non-core activities) specified in the Corporate Governance Guidelines, excluding Global/ Regional Corporate Treasury Centres.
[1] https://ifsca.gov.in/Viewer?Path=Document%2FLegal%2F03-amendatory-circular-cg-guidelines04042025060914.pdf&Title=Guidelines%20on%20Corporate%20Governance%20and%20Disclosure%20Requirements%20for%20a%20Finance%20Company%20%28updated%20as%20on%20April%2004%2C%202025%29&Date=04%2F04%2F2025