Understanding the Impact of IFSCA Guidelines on Corporate Governance & Disclosure Requirements for Finance Companies
- GIFT CFO
- Apr 7
- 4 min read
📅 Based on Guidelines Issued April 4, 2025 |
📍 Applicable to GIFT City Finance Companies
India’s first International Financial Services Centre (IFSC) at GIFT City is quickly becoming a hub for global finance. To ensure companies operating here are globally competitive and transparent, the International Financial Services Centres Authority (IFSCA) has issued updated Corporate Governance and Disclosure Requirements for all Finance Companies registered with it.
In this article, we’ll break down the impact of these new guidelines, explain who they apply to, and help you understand what your company needs to do to stay compliant.
📌 Who Is Covered Under the New Guidelines?
These rules are mandatory for all Finance Companies registered with IFSCA under the Finance Company Regulations, 2021—except those whose sole business is as a Global or Regional Corporate Treasury Centre.
The guidelines are split into two categories:
Part I – Generic Guidelines: Apply to all finance companies.
Part II – Detailed Guidelines: Apply if the company conducts core financial activities such as lending, asset management, factoring, leasing, etc.
🧱 PART I: Generic Guidelines – Laying the Governance Foundation
✅ 1. Corporate Governance Framework
Every finance company must:
Adopt a Board-approved corporate governance and disclosure framework.
Ensure alignment with IFSCA regulations and the Companies Act, 2013.
Publish this framework on its website (if available) and include it in the Annual Report.
Impact: This ensures all finance companies follow uniform and transparent governance practices, regardless of size.
👤 2. Fit & Proper Directors – Ensuring Leadership Integrity
Companies must:
Conduct due diligence while appointing directors and monitor them during their tenure.
Verify credentials, experience, integrity, and track record.
Collect annual declarations from each director, even if no details have changed.
Get declarations audited and submitted to IFSCA within 30 days of the financial year-end.
Impact: These checks reinforce trust in leadership, helping companies attract global investors and partners.
📊 PART II: Detailed Guidelines – For Core Financial Activities
If your company is engaged in key financial operations, then these additional rules apply.
👥 3. Board Structure & Responsibilities
Board should include people with diverse expertise: finance, law, risk, business strategy, etc.
Directors must receive ongoing training.
Each director must sign a Deed of Covenants, ensuring they:
Avoid conflicts of interest
Act independently
Uphold compliance and ethical standards
Impact: A well-trained, diverse board makes better decisions and improves stakeholder confidence.
🕵️♀️ 4. Appointing a Compliance Officer
Must be a senior officer who reports directly to the Board.
Responsible for:
Ensuring compliance with laws and internal policies
Implementing governance frameworks
Impact: Strengthens the company’s ability to detect and prevent violations early.
🧑⚖️ 5. Creating Board Committees (If Required)
Depending on your company’s size and complexity, form:
Audit Committee
Nomination and Remuneration Committee
Risk Management Committee
Stakeholder Relationship Committee
These committees support focused governance and strategic decision-making.
Impact: Professionalizes operations and aligns your company with global governance standards.
🔁 6. Related Party Transactions
Adopt and review a Board-approved policy to manage transactions involving directors, group entities, or affiliates.
Impact: Promotes fairness and transparency in intra-group dealings.
📢 DISCLOSURE REQUIREMENTS – Driving Transparency
📄 What Must Be Reported to the Board?
Finance Companies must regularly present:
Budgets and forecasts
Performance reports
Minutes of committee meetings
Details of significant legal, operational, or financial risks
Any deviation from governance policies
Related party and unusual transactions
Impact: Keeps the Board well-informed for smarter oversight.
🌐 What Must Be Disclosed Publicly?
On Website / Annual Report:
Company overview and group structure
Corporate governance report
Key policies and practices
In Annual Financial Statements:
Capital structure and owned funds
Asset-liability positions
Exposure to non-performing assets (NPAs)
Regulatory fines or penalties
Off-balance sheet exposures
Return on Equity (RoE) and Return on Assets (RoA)
Impact: Ensures the company builds trust with external stakeholders—investors, lenders, and regulators.
✅ Final Thoughts: Why These Guidelines Matter
With these updated governance and disclosure rules, IFSCA is setting a higher standard for accountability, transparency, and investor protection in India’s most ambitious financial ecosystem.
🏦 For Finance Companies, this means:
Stronger corporate reputation
Easier access to global capital
Lower regulatory risk
Greater long-term growth opportunities in GIFT City
Disclaimer: The information provided in this post is for general informational purposes only. It is not intended as professional advice or to replace consultation with qualified professionals. While we strive to ensure the accuracy and reliability of the information presented, we make no representations or warranties of any kind, express or implied, about the completeness, accuracy, reliability, suitability, or availability with respect to the content contained herein. Any reliance you place on such information is therefore strictly at your own risk. We disclaim any liability for any loss or damage, including without limitation, indirect or consequential loss or damage, or any loss or damage whatsoever arising from loss of data or profits arising out of, or in connection with, the use of this post. Always seek the advice of professionals or relevant authorities regarding your specific situation or circumstances.
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