Master Direction DNBR.PD.009/03.10.119/2016-17
Direction- Non-Banking Financial Company - Account Aggregator (Reserve
Bank) Directions, 2016
The Reserve Bank of India, (the
Bank), in exercise of the powers conferred under section 45JA of the
Reserve Bank of India Act, 1934 (hereinafter referred to “the Act”), and of
all the powers enabling it in this behalf, hereby issues these directions
for compliance of the same by every non-banking financial company undertaking
the business of Account Aggregator as defined herein.
1. Short title, commencement and
applicability of the directions :
(i) These directions shall be
known as the "Non-Banking Financial Company - Account Aggregator
(Reserve Bank) Directions, 2016".
(ii) These directions shall come
into force with effect from the date of notification, by the Bank in the
Official Gazette, of a non-banking institution that carries on 'the
business of an account aggregator' to be a non-banking financial company,
under sub-clause (iii) of clause (f) of section 45I of the Act.
These directions provide a
framework for the registration and operation of Account Aggregator in
(1) In these directions unless
the context otherwise requires,
i. “Account Aggregator” means a
non-banking financial company as notified under in sub-clause (iii) of
clause (f) of section 45-I of the Act, that undertakes the business of an
account aggregator, for a fee or otherwise, as defined at clause (iv) of
sub-section 1 of section 3 of these directions.
ii. "bank" means -
banking company; or
corresponding new bank; or
State Bank of India; or
subsidiary bank; or
other bank which the Bank may, by notification, specify for the purposes of
these directions; and
co-operative bank as defined under clause (cci) of section 5 read with
section 56 of the Banking Regulation Act, 1949 (10 of 1949);
iii. "Banking company"
means a banking company as defined in clause (c) of section 5 of the
Banking Regulation Act, 1949 (10 of 1949);
iv. “business of an account
aggregator” means the business of providing under a contract, the service
retrieving or collecting such
financial information pertaining to its customer, as may be specified by
the Bank from time to time;
consolidating, organizing and
presenting such information to the customer or any other financial
information user as may be specified by the Bank;
Provided that, the financial information pertaining to the customer
shall not be the property of the Account Aggregator, and not be used in any
v. “Company” means a company
registered under section 3 of the Companies Act, 1956 or a company
registered under sub section (20) of section 2 of the Companies Act, 2013;
vi. “Customer” for the purpose
of these directions means a ‘person’ who has entered into a contractual
arrangement with the Account Aggregator to avail services provided by the
vii. “Depository” means a
company which has been granted a certificate of registration under
sub-section (1A) of section 12 of the Securities and Exchange Board of
India Act, 1992;
viii. “Depository Participant”
means a person registered under sub-section (1A) of section 12 of the
Securities and Exchange Board of India Act, 1992;
ix. “Financial Information”
means information in respect of the following with financial information
deposits including fixed deposit accounts, savings deposit accounts,
recurring deposit accounts and current deposit accounts,
Investment Product (SIP)
of Deposit (CD)
(Collective Investment Schemes) units
Investment Funds (AIF) units
under the National Pension System (NPS)
of Infrastructure Investment Trusts
of Real Estate Investment Trusts
other information as may be specified by the Bank for the purposes of these
directions, from time to time;
x. “Financial Sector regulator”
for the purpose of these directions, shall mean the Reserve Bank of India,
Securities and Exchange Board of India, Insurance Regulatory and
Development Authority and Pension Fund Regulatory and Development
xi. “Financial information
provider” means bank, banking company, non-banking financial company, asset
management company, depository, depository participant, insurance company, insurance
repository, pension fund and such other entity as may be identified by the
Bank for the purposes of these directions, from time to time;
xii. “Financial information
user” means an entity registered with and regulated by any financial sector
xiii. “Insurance Repository”
means a company formed under the Companies Act, 1956 and which has been
granted a certificate of registration by Insurance Regulatory and
Development Authority (IRDA) for maintaining data of insurance policies in
electronic form on behalf of insurers.
xiv. “Leverage Ratio” means the
ratio of the Outside Liabilities excluding borrowings/ loans from the group
entities to Owned Funds.
xv. “Non-banking financial
company” means a company registered under the Companies Act and which has
been granted certificate of registration by the Bank under section 45IA of
xvi. "Person" means
Hindu undivided family,
association of persons or a body of individuals, whether incorporated or
artificial juridical person, not falling within any of the preceding
(2) Words or expressions used in
these directions but not defined herein but defined in the Act, shall have
the same meaning as assigned to them under the Act. Any other words or
expressions not defined in the Act, shall have the same meaning assigned to
them in the Companies Act, 1956/ 2013.
4. Registration and matters
4.1 (a) No entity other than a
company shall undertake the business of an Account Aggregator.
(b) No company shall commence or
carry on the business of an Account Aggregator without obtaining a
certificate of registration from the Bank.
Provided that, entities being regulated by other financial sector
regulators and aggregating only those accounts relating to the financial
information pertaining to customers of that particular sector will be
excluded from the above registration requirement.
(c) Subject to the above proviso, entities that are undertaking the business of an
Account Aggregator, as defined at paragraph 3(iv) of these directions, as
on the date of effect of these directions, shall apply for registration as
an Account Aggregator, in compliance with these directions, to the Bank
within a month from that date. Such companies, which have applied to the
Bank for registration as an NBFC - Account Aggregator, shall be permitted
to continue the business of an Account Aggregator till their application for
issue of Certificate of Registration is rejected or twelve months from date
of the application, whichever is earlier.
(d) Every company seeking
registration with the Bank as an Account Aggregator shall have a net owned
fund of not less than rupees two crore, or such higher amount as the Bank
Provided that, those companies not having a Net Owned Fund of minimum
of Rupees two crore at the time of seeking registration, shall meet the Net
Owned Fund criteria within the period of validity of the in-principle
approval for grant of certification of registration given by the Bank.
4.2 Process of registration
4.2.1 Every company seeking
registration as an NBFC- Account Aggregator shall make an application for
registration to the Department of Non-Banking Regulation, Mumbai of the
Bank, in the form specified by the Bank for the purpose at Annex 1.
4.2.2 The Bank for the purpose
of considering the application for registration shall require to be
satisfied that the following conditions are fulfilled:-
company has the necessary resources and wherewithal to offer such services
company has the adequate capital structure to undertake the business of an
promoters of the company are fit and proper.
general character of the management or proposed management of the company
are not prejudicial to the public interest.
company has a plan for a robust Information Technology system.
company shall not have a leverage ratio of more than seven.
the public interest shall be served by the grant of certificate of
registration to the Account Aggregator to commence or to carry on the
business in India.
other condition that made be specified by the Bank from time to time, the
fulfilment of which in the opinion of the Bank shall be necessary to ensure
that the commencement of or carrying on the business in India shall not be
prejudicial to the public interest.
4.2.3 The Bank may, after being
satisfied that the conditions specified under paragraph 4.2.2 are
fulfilled, grant in-principle approval for registering as an Account
Aggregator subject to such conditions as it may consider fit to impose.
4.2.4 The validity of the in-principle
approval issued by the Bank will be twelve months from the date of granting
such in-principle approval.
4.2.5 Within the period of
twelve months, the company shall put in place the technology platform,
enter into all other legal documentations required to be ready for
operations and report position of compliance with the terms of grant of
in-principle approval to the Bank. The Bank may, after being satisfied that
the company is ready to commence operations and in compliance with the
registration requirements, grant it a Certificate of Registration as an
NBFC - Account Aggregator subject to such conditions as it may consider fit
4.2.6 The Bank may cancel the
certificate of registration granted to an Account Aggregator, if such
(a) ceases to carry on the
business of an Account Aggregator in India; or
(b) has failed to comply with
any condition subject to which the certificate of registration has been
issued to it; or
(c) it comes to the notice of
the Bank that the Account Aggregator is no longer eligible to hold the
certificate of registration; or
(d) at any time fails to fulfill
any of the conditions referred to in paragraphs 4.2.2 and 4.2.5; or
(e) fails to -
with any direction issued by the Bank; or
accounts, publish and disclose its financial position in accordance with
the requirements of any law or any direction or order issued by the Bank;
or offer for inspection its books of account or other relevant documents
when so demanded by the Bank.
5. Duties and Responsibilities
of an Account Aggregator
Aggregator shall provide services to a customer based on the customer’s
Aggregator shall ensure that the providing of services to a customer. shall
be backed by appropriate agreements/ authorisations between the Account
Aggregator, the customer and the Financial information providers.
Aggregator shall not support transactions by customers.
Aggregator shall ensure appropriate mechanisms for proper customer identification.
Aggregator shall share information as referred to under paragraph 3(iv)
only with the customer to whom it relates or any other financial
information user as authorized by the customer in accordance with the terms
of the consent provided by the customer.
Aggregator shall not undertake any other business other than the business
of account aggregator. Deployment of investible surplus by an Account
Aggregator in instruments, not for trading, shall however be permitted.
financial information of the customer accessed by the Account Aggregator
from the financial information providers shall reside with the Account
Aggregator shall not use the services of a third party service provider for
undertaking the business of account aggregation.
authentication credentials of customers relating to accounts with various
financial information providers shall not be accessed by the Account
Aggregator shall have a Citizen's Charter that explicitly guarantees
protection of the rights of a customer. The Account Aggregator shall not
part with any information that it may come to acquire from/ on behalf of a
customer without the explicit consent of the customer.
event of any difference in position of financial information in the
statement generated by/from the Account Aggregator and the books of the
Financial information provider, the position as reflected in the records of
the Financial information provider shall be considered as correct.
6. Consent Architecture
6.1 No financial information of
the customer shall be retrieved, shared or transferred by the Account
Aggregator without the explicit consent of the customer.
6.2 An Account Aggregator shall
perform the function of obtaining, submitting and managing the customer’s
consent in accordance with these directions.
6.3 The consent of the customer
obtained by the Account Aggregator shall be a standardised consent artefact
which shall contain the following details, namely:—
of the customer and optional contact information;
nature of the financial information requested;
of collecting such information;
identity of the recipients of the information, if any;
other address to which notification needs to be sent every time the consent
artefact is used to access information
creation date, expiry date, identity and signature/ digital signature of
the Account Aggregator; and
other attribute as may be prescribed by the Bank.
6.4 The consent artefact can
also be obtained in electronic form.
6.5 At the time of obtaining
consent, the Account Aggregator shall inform the customer of all necessary
attributes to be contained in the consent artefact as per paragraph 6.3
above and the right of the customer to file complaints with relevant
authorities in case of non-redressal of grievances.
6.6 An Account Aggregator shall
also provide its customers a functionality to revoke consent to obtain
information that is rendered accessible by a consent artefact, including
the ability to revoke consent to obtain parts of such information. Upon
revocation, a fresh consent artefact shall be shared with the Financial
6.7 An electronic consent
artefact shall be capable of being logged, audited and verified.
7. Sharing of financial
information by Financial Information providers upon valid consent artefact
7.1 Financial Information
providers shall share financial information of a customer with an Account
Aggregator on being presented a valid consent artefact by an Account
Aggregator in accordance with Clause 6.
7.2 Upon being presented the
consent artefact, the Financial Information provider shall verify:
(a) validity of consent
(b) specified dates and usage;
(c) the credentials of the
through appropriate means.
7.3 Upon due verification, the
Financial Information providers shall digitally sign the financial
information and securely transmit the same to the Account Aggregator in
accordance with the terms contained in the consent artefact.
7.4 All responses of the
Financial Information provider shall be in real time.
7.5 To enable these data flows,
the Financial Information providers shall:
interfaces that will allow an Account Aggregator to submit consent
artefacts, and authenticate each other, and would enable secure flow of
financial information to the Account Aggregator;
means to verify the consent including digital signatures, if any, contained
in the consent artefact;
means to digitally sign the financial information that is shared by them
about the customers;
a log of all information sharing requests and the actions performed by them
pursuant to such requests, and submit the same to the Account Aggregator.
7.6 Use of information by
Account Aggregator and Financial Information user
7.6.1 Where financial
information has been provided by a Financial Information provider to an
Account Aggregator for transferring to a Financial Information user with
the customer's explicit consent, the Account Aggregator shall:
the identity of the Financial Information user; and, if verified,
transfer the customer’s information to the intended recipient in accordance
with the terms of the consent artefact.
7.6.2 Where financial
information has been provided by a Financial Information provider to an
Account Aggregator for transferring to the customer or to a Financial
Information user, it shall not be used or disclosed by an Account
Aggregator or the Financial Information user except as may be specified in
the consent artefact.
8. Rights of the customer
a) An Account Aggregator shall
enable the customer to access a record of the consents provided by him and
the Financial Information users with whom the information has been shared.
b) An Account Aggregator shall
not use or access any customer information other than for performing the
business of account aggregator explicitly requested by the customer.
9. Data Security
(a) Business of an Account
Aggregator will be entirely Information Technology (IT) driven. Account
Aggregator shall adopt required IT framework and interfaces to ensure
secure data flows from the Financial Information providers to its own
systems and onwards to the Financial Information users.
(b) Account Aggregator shall not
request or store customer credentials (like passwords, PINs, private keys)
which may be used for authenticating customers to the Financial Information
providers. Access by Account Aggregators to customer’s information shall
only be based on consent-based authorisation.
(c) The technology should also
be scalable to cover any other financial information or financial
information provider as may be specified by the Bank in future.
(d) There shall be adequate
safeguards built in its IT systems to ensure that it is protected against
unauthorised access, alteration, destruction, disclosure or dissemination
of records and data.
(e) Appropriate measures for
Disaster Risk Management and Business Continuity shall be in place.
(f) Information System Audit of
the internal systems and processes shall be in place and shall be conducted
at least once in two years by CISA certified external auditors. Report of
the external auditor shall be submitted to the Regional Office of the
Department of Non-Banking Supervision of the Bank, under whose jurisdiction
the Registered Office of the Account Aggregator is located, within one
month of submission of the report by the external auditor.
10. Customer Grievance
10.1 An account aggregator shall
have in place a Board approved policy for handling/ disposal of customer
grievances/ complaints. It shall have a dedicated set-up to address
customer grievances/ complaints.
10.2 Customer complaints shall
be handled/ disposed of by the Account Aggregator within such time and in
such manner as provided for in its Board approved policy, but in any case not
beyond a period of one month from its receipt.
10.3 At the operational level,
Account Aggregator shall display the following information prominently, for
the benefit of customers, on the website and at the place/s of business:
(a) the name and contact details
(Telephone / Mobile nos. as also email address) of the Grievance Redressal
Officer who can be approached by the public for resolution of complaints
against the company.
(b) that if the complaint /
dispute is not redressed within a period of one month, the customer may
appeal to the Bank.
11.1 An Account Aggregator would
require to have a Board approved policy for pricing of services. Pricing of
services will be in strict conformity with the internal guidelines adopted
by the Account Aggregator which need to be transparent and available in
12. Corporate Governance
12.1 An Account Aggregator shall
have adequate internal mechanisms for reviewing, monitoring and evaluating
its controls, systems, procedures and safeguards. The integrity of the IT
systems shall be maintained at all times and all necessary precautions
taken to ensure that the records are not lost, destroyed or tampered with.
12.2 Audit Function
12.2.1 An Account Aggregator
shall constitute an Audit Committee, consisting of not less than three
members of its Board of Directors.
Explanation I : The Audit
Committee constituted by a non-banking financial company as required under
Section 177 of the Companies Act, 2013 shall be the Audit Committee for the
purposes of this paragraph.
Explanation II : The Audit
Committee constituted under this paragraph shall have the same powers,
functions and duties as laid down in Section 177 of the Companies Act,
12.3 Nomination Committee
12.3.1 An Account Aggregator
shall form a Nomination Committee consisting of not less than three members
of its Board of Directors to ensure 'fit and proper' status of proposed/
Explanation I : The Nomination
Committee constituted under this paragraph shall have the same powers,
functions and duties as laid down in Section 178 of the Companies Act,
12.4 Risk Management Committee
12.4.1 The account aggregator
shall establish a well-documented risk management framework which shall
a) A sound and robust technology
risk management framework;
b) Strengthening system
security, reliability, resiliency, and recoverability; and
c) Deploying strong
authentication to protect access to customer data and systems.
12.4.2 To manage the integrated
risk, an Account Aggregator shall form a Risk Management Committee
consisting of not less than three members of its Board of Directors. The
Risk Management Committee shall
a) give due consideration to
factors such as reputation, customer confidence, consequential impact and
legal implications, with regard to investment in controls and security
measures for computer systems, networks, data centres, operations and
b) have oversight of technology
risks and ensure that the organisation’s IT function is capable of
supporting its business strategies and objectives.
12.5 Fit and Proper Criteria
12.5.1 An Account Aggregator
i. ensure that a policy is put
in place with the approval of the Board of Directors for ascertaining the
fit and proper criteria of the directors/ managing director/ CEO at the
time of appointment, and on a continuing basis. The policy on the fit and
proper criteria shall be on the lines of the Guidelines contained in Annex 4;
ii. obtain a declaration and
undertaking from the directors/ managing director/ CEO giving additional
information on the directors/ managing director/ CEO. The declaration and
undertaking shall be on the lines of the format given in Annex 5;
iii. obtain a Deed of Covenant
signed by the directors/ managing director/ CEO, which shall be in the
format as given in Annex 6;
iv. furnish to the Bank an
annual statement on change of directors/ managing director/ CEO duly
certified by the Statutory Auditors that fit and proper criteria in
selection of the directors has been followed. The statement must reach the
Regional Office of the Bank within 15 days of the close of the year.
13. Requirement to obtain prior
approval of the Bank for acquisition or transfer of control of Account
13.1 (i)The prior written
permission of the Bank shall be required for -
a) any takeover or acquisition
of control of an Account Aggregator, which may or may not result in change
b) any change in the
shareholding of an Account Aggregator, including progressive increases over
time, which would result in acquisition / transfer of shareholding of 26
per cent or more of the paid up equity capital of the Account Aggregator.
Provided that, prior approval would not be required in case of any
shareholding becoming 26% or more due to buyback of shares / reduction in
capital where it has approval of a competent Court. The same is to be
reported to the Bank not later than one month from its occurrence;
c) any change in the management
of the Account Aggregator which would result in change in more than 30 per
cent of the directors, excluding independent directors.
Provided that, prior approval would not be required in case of
directors who get re-elected on retirement by rotation.
d) any change in shareholding
that will give the acquirer a right to nominate a director.
13.2 Application for prior
(i) An Account Aggregator shall
submit an application, on the company letter head, for obtaining prior
approval of the Bank, along with the following documents:
a) Information about the
proposed promoters/ directors/ shareholders of the company as per Annex 2 and information about the proposed
corporate promoters of the company as per Annex
b) Sources of funds of the
proposed shareholders acquiring the shares in the Account Aggregators; and
c) Bankers' Report on the
proposed directors / shareholders.
(ii) Applications in this regard
may be submitted to the Regional Office of the Department of Non-Banking
Supervision of the Bank where it is registered.
13.3 Public notice about change
in control/ management
i. A public notice of at least
30 days shall be given before effecting the sale of, or transfer of the
ownership by sale of shares, or transfer of control, whether with or
without sale of shares. Such public notice shall be given by the Account
Aggregator and also by the other party or jointly by the parties concerned,
after obtaining the prior permission of the Bank.
ii. The public notice shall
indicate the intention to sell or transfer ownership/ control, the
particulars of transferee and the reasons for such sale or transfer of
ownership/ control. The notice shall be published in at least one leading
national and in one leading local (covering the place of registered office)
13.4 Information with respect to
change of address, directors, auditors, etc. to be submitted
Every Account Aggregator shall
communicate, not later than one month from the occurrence of any change in
(a) the complete postal address,
telephone number/s and fax number/s of the registered / corporate office;
(b) the names and residential
addresses of the directors of the company;
(c) the names and office address
of the auditors of the company; and
(d) the specimen signatures of
the officers authorised to sign on behalf of the company
to the Regional Office of the
Department of Non-Banking Supervision of the Bank in whose jurisdiction the
Registered Office of the Account Aggregator is located.
The Bank may, from time to time,
prescribe return/s to be submitted by Account Aggregator as deemed fit.
The Bank may, at any time, cause
an inspection by one or more of its officers or employees or other persons,
of any Account Aggregator and at any intervals as it deems fit.
16.1 The Bank may, if it
considers necessary for avoiding any hardship or for any other just and
sufficient reason, grant extension of time to comply with or exempt any
company or class of companies or all companies, from all or any of the
provisions of these guidelines either generally or for any specified
period, subject to such conditions as the Bank may impose.
16.2 The Bank can give any
clarification in respect of the above directions and such clarification
shall be treated as part of these directions. The directions can be amended
by the Bank from time to time.